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SUPPLEMENT TO THE

FIDELITY^® BLUE CHIP GROWTH FUND

FIDELITY BLUE CHIP VALUE

Funds of Fidelity Securities Fund

STATEMENT OF ADDITIONAL INFORMATION

September 29, 2004

<R>Mr. Cook served as a Member of the Board of Trustees through December 31, 2004. The following information has been removed from the "Trustees and Officers" section on page 17.</R>

<R>J. Michael Cook (61)</R>

<R>Year of Election or Appointment: 2001</R>

<R>Prior to Mr. Cook's retirement in May 1999, he served as Chairman and Chief Executive Officer of Deloitte & Touche LLP (accounting/consulting), Chairman of the Deloitte & Touche Foundation, and a member of the Board of Deloitte Touche Tohmatsu. He currently serves as a Director of Comcast (telecommunications, 2002), International Flavors & Fragrances, Inc. (2000), The Dow Chemical Company (2000), and Northrop Grumman Corporation (global defense technology, 2003). He is a Member of the Diversity Advisory Council of Marakon (2003) and the Advisory Council of the Public Company Accounting Oversight Board (PCAOB), Chairman Emeritus of the Board of Catalyst (a leading organization for the advancement of women in business), and is Chairman of the Accountability Advisory Council to the Comptroller General of the United States. He also serves as a Member of the Advisory Board of the Graduate School of Business of the University of Florida, his alma mater.</R>

<R>Mr. Cox served as a Member of the Board of Trustees through December 31, 2004. The following information has been removed from the "Trustees and Officers" section on page 17.</R>

<R>Ralph F. Cox (72)</R>

<R>Year of Election or Appointment: 1991</R>

<R>Mr. Cox is President of RABAR Enterprises (management consulting for the petroleum industry). Prior to February 1994, he was President of Greenhill Petroleum Corporation (petroleum exploration and production). Until March 1990, Mr. Cox was President and Chief Operating Officer of Union Pacific Resources Company (exploration and production). He is a Director of CH2M Hill Companies (engineering), and Abraxas Petroleum (petroleum exploration and production, 1999). In addition, he is a member of advisory boards of Texas A&M University and the University of Texas at Austin.</R>

<R>During the period from July 1, 2004 through December 31, 2004, Mr. Dirks served as a Member of the Advisory Board. Effective January 1, 2005, Mr. Dirks serves as a Member of the Board of Trustees. The following information replaces similar information found in the "Trustees and Officers" section beginning on page 16.</R>

<R>Dennis J. Dirks (57)</R>

<R>Year of Election or Appointment: 2005</R>

<R>Mr. Dirks also serves as a Trustee (2005-present) or Member of the Advisory Board (2004-present) of other investment companies advised by FMR. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003).</R>

<R>Effective January 1, 2005, Dr. Gates serves as Vice Chairman of the Independent Trustees. The following information replaces similar information found in the "Trustees and Officers" section on page 17.</R>

<R>Robert M. Gates (61)</R>

<R>Year of Election or Appointment: 1997</R>

<R>Dr. Gates is Vice Chairman of the Independent Trustees (2005-present). Dr. Gates is President of Texas A&M University (2002-present). He was Director of the Central Intelligence Agency (CIA) from 1991 to 1993. From 1989 to 1991, Dr. Gates served as Assistant to the President of the United States and Deputy National Security Advisor. Dr. Gates is a Director of NACCO Industries, Inc. (mining and manufacturing), Parker Drilling Co., Inc. (drilling and rental tools for the energy industry, 2001-present), and Brinker International (restaurant management, 2003-present). He also serves as a member of the Advisory Board of VoteHere.net (secure internet voting, 2001-present). Previously, Dr. Gates served as a Director of LucasVarity PLC (automotive components and diesel engines), a Director of TRW Inc. (automotive, space, defense, and information technology), and Dean of the George Bush School of Government and Public Service at Texas A&M University (1999-2001). Dr. Gates also is a Trustee of the Forum for International Policy.</R>

<R>Mr. Kirk served as a Member of the Board of Trustees through December 31, 2004. The following information has been removed from the "Trustees and Officers" section on page 18.</R>

<R>Donald J. Kirk (71)</R>

<R>Year of Election or Appointment: 1987</R>

<R>Mr. Kirk is a Governor of the American Stock Exchange (2001), a Trustee and former Chairman of the Board of Trustees of the Greenwich Hospital Association, a Director of the Yale-New Haven Health Services Corp. (1998), and a Director Emeritus and former Chairman of the Board of Directors of National Arts Strategies Inc. (leadership education for arts and culture). Mr. Kirk was an Executive-in-Residence (1995-2000) and a Professor (1987-1995) at Columbia University Graduate School of Business. Prior to 1987, he was Chairman of the Financial Accounting Standards Board. Previously, Mr. Kirk served as a Governor of the National Association of Securities Dealers, Inc. (1996-2002), a member and Vice Chairman of the Public Oversight Board of the American Institute of Certified Public Accountants' SEC Practice Section (1995-2002), a Director of General Re Corporation (reinsurance, 1987-1998) and as a Director of Valuation Research Corp. (appraisals and valuations).</R>

<R>During the period from January 1, 2004 through December 31, 2004, Ms. Small served as a Member of the Advisory Board. Effective January 1, 2005, Ms. Small serves as a Member of the Board of Trustees. The following information replaces similar information found in the "Trustees and Officers" section beginning on page 16.</R>

<R>Cornelia M. Small (60)</R>

<R>Year of Election or Appointment: 2005</R>

<R>Ms. Small is a member (2000-present) and Chairperson (2002-present) of the Investment Committee, and a member (2002-present) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1998). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.</R>

<R>During the period from October 1, 2004 through December 31, 2004, Mr. Wolfe served as a Member of the Advisory Board. Effective January 1, 2005, Mr. Wolfe serves as a Member of the Board of Trustees. The following information replaces similar information found in the "Trustees and Officers" section beginning on page 16.</R>

<R>Kenneth L. Wolfe (66)</R>

<R>Year of Election or Appointment: 2005</R>

<R>Mr. Wolfe also serves as a Trustee (2005-present) or Member of the Advisory Board (2004-present) of other investment companies advised by FMR. Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003-present), Bausch & Lomb, Inc., and Revlon Inc. (2004-present).</R>

<R>The following information supplements information found in the "Trustees and Officers" section beginning on page 16.</R>

<R>Bryan A. Mehrmann (44)</R>

<R>Year of Election or Appointment: 2005</R>

<R>Deputy Treasurer of Blue Chip Growth and Blue Chip Value. Mr. Mehrmann also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).</R>

<R>The following information replaces similar information found in the "Trustees and Officers" section on page 21.</R>

<R>Kenneth B. Robins (35)</R>

<R>Year of Election or Appointment: 2005</R>

<R>Deputy Treasurer of Blue Chip Growth and Blue Chip Value. Mr. Robins also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).</R>

<R>The following information has been removed from "Trustees and Officers" section on page 21.</R>

<R>Francis V. Knox, Jr. (57)</R>
	<R>Year of Election or Appointment: 2002 or 2003</R> <R>Assistant Treasurer of Blue Chip Growth (2002) and Blue Chip Value (2003). Mr. Knox also serves as Assistant Treasurer of other Fidelity funds (2002), and is a Vice President and an employee of FMR. Previously, Mr. Knox served as Vice President of Investment & Advisor Compliance (1990-2001), and Compliance Officer of Fidelity Management & Research (U.K.) Inc. (1992-2002), Fidelity Management & Research (Far East) Inc. (1991-2002), and FMR Corp. (1995-2002).</R>
<R>Thomas J. Simpson (46)</R>
	<R>Year of Election or Appointment: 2000 or 2003</R> <R>Assistant Treasurer of Blue Chip Growth (2000) and Blue Chip Value (2003). Mr. Simpson is Assistant Treasurer of other Fidelity funds (2000) and an employee of FMR (1996). Prior to joining FMR, Mr. Simpson was Vice President and Fund Controller of Liberty Investment Services (1987-1995).</R>

<R>The following information replaces similar information found in the "Distribution Services" section beginning on page 36.</R>

<R>Each fund has entered into a distribution agreement with FDC, an affiliate of FMR. The principal business address of FDC is 82 Devonshire Street, Boston, Massachusetts 02109. FDC is a broker-dealer registered under the Securities Exchange Act of 1934 and a member of the National Association of Securities Dealers, Inc. The distribution agreements call for FDC to use all reasonable efforts, consistent with its other business, to secure purchasers for shares of the funds, which are continuously offered at NAV. Promotional and administrative expenses in connection with the offer and sale of shares are paid by FMR.</R>

<R>During the fiscal years ended July 31, 2004, 2003, and 2002, FDC collected deferred sales charge revenue of $17,504, $14,972, and $29,000, respectively, on redemptions of Blue Chip Growth shares and, of these amounts, retained $17,504, $14,972, and $29,000.</R>

<R>The Trustees have approved a Distribution and Service Plan on behalf of each fund (the Plans) pursuant to Rule 12b-1 under the 1940 Act (the Rule). The Plans, as approved by the Trustees, allow the funds and FMR to incur certain expenses that might be considered to constitute indirect payment by the funds of distribution expenses.</R>

<R>Under each Plan, if the payment of management fees by the fund to FMR is deemed to be indirect financing by the fund of the distribution of its shares, such payment is authorized by the Plan. Each Plan specifically recognizes that FMR may use its management fee revenue, as well as its past profits or its other resources, to pay FDC for expenses incurred in connection with providing services intended to result in the sale of fund shares and/or shareholder support services. In addition, each Plan provides that FMR, directly or through FDC, may pay significant amounts to intermediaries, including retirement plan sponsors, service-providers and administrators, that provide those services. Currently, the Board of Trustees has authorized such payments for shares.</R>

<R>Prior to approving each Plan, the Trustees carefully considered all pertinent factors relating to the implementation of the Plan, and determined that there is a reasonable likelihood that the Plan will benefit the fund and its shareholders. In particular, the Trustees noted that each Plan does not authorize payments by the fund other than those made to FMR under its management contract with the fund. To the extent that each Plan gives FMR and FDC greater flexibility in connection with the distribution of fund shares, additional sales of fund shares or stabilization of cash flows may result. Furthermore, certain shareholder support services may be provided more effectively under the Plans by local entities with whom shareholders have other relationships.</R>

<R>FDC or an affiliate may compensate, or upon direction make payments for certain retirement plan expenses to, intermediaries, including retirement plan sponsors, service-providers and administrators. A number of factors are considered in determining whether to pay these additional amounts. Such factors may include, without limitation, the level or type of services provided by the intermediary, the level or expected level of assets or sales of shares, and other factors. In addition to such payments, FDC or an affiliate may offer other incentives such as sponsorship of educational or client seminars relating to current products and issues, payments or reimbursements for travel and related expenses associated with due diligence trips that an intermediary may undertake in order to explore possible business relationships with affiliates of FDC, and/or payments of costs and expenses associated with attendance at seminars, including travel, lodging, entertainment and meals. Certain of the payments described above may be significant to an intermediary. As permitted by SEC and the National Association of Securities Dealers rules, FDC or any affiliate may pay or allow other incentives or payments to intermediaries.</R>

<R>Each fund's transfer agent or an affiliate may also make payments and reimbursements to certain intermediaries, including retirement plan sponsors, service providers and administrators, for providing recordkeeping and administrative services to plan participants or for providing other services to retirement plans. Please see "Transfer and Service Agent Agreements" in this SAI for more information.</R>

<R>FDC or an affiliate may also make payments to banks, broker-dealers and other service providers for distribution-related activities and/or shareholder services. If you have purchased shares of a fund through an investment professional, please speak with your investment professional to learn more about any payments his or her firm may receive from FMR, FDC and/or their affiliates, as well as fees and/or commissions the investment professional charges. You should also consult disclosures made by your investment professional at the time of purchase.</R>

<R>Any of the payments described in this section may represent a premium over payments made by other fund families. Investment professionals may have an added incentive to recommend a fund over others offered by competing fund families, or retirement plan sponsors may take these payments into account when deciding whether to include a fund as a plan investment option.</R>

<R>The following information supplements that found in the "Transfer and Service Agent Agreements" section beginning on page 37.</R>

<R>Many fund shares are owned by certain intermediaries for the benefit of their customers. Since the funds often do not maintain an account for shareholders in those instances, some or all of the recordkeeping services for these accounts may be performed by third parties. FSC or an affiliate may make payments to intermediaries for recordkeeping and other services.</R>

<R>Retirement plans may also hold fund shares in the name of the plan or its trustee, rather than the plan participant. In situations where FSC or an affiliate does not provide recordkeeping services to a retirement plan, plan recordkeepers, who may have affiliated financial intermediaries who sell shares of the funds, may, upon direction, be paid for providing recordkeeping services to plan participants. Payments may also be made, upon direction, for other plan expenses.</R>

<R>In certain situations where FSC or an affiliate provides recordkeeping services to a retirement plan, payments may be made to pay for plan expenses. The amount of such payments may be based on investments in particular Fidelity funds, or may be fixed for a given period of time. Upon direction, payments may be made to plan sponsors, or at the direction of plan sponsors, third parties, for expenses incurred in connection with the plan. </R>

The following information supplements that for Blue Chip Growth and Blue Chip Value found in the "Appendix" section on page 39.

On July 19, 2004, a class action complaint entitled Gilliam, et al. v. Fidelity Management & Research Co., FMR Co., Inc., FMR Corp., Fidelity Distributors Corp., et al. was filed in the U.S. District Court for the District of Massachusetts alleging, among other things, that the defendants failed to disclose revenue sharing and fund portfolio brokerage practices adequately in the prospectuses of certain Fidelity funds. The complaint, which names over 200 Fidelity funds as nominal defendants, seeks unspecified damages. Four additional lawsuits making similar allegations have been filed, and other similar cases may be filed in the future. Any recovery of damages would revert to the funds. Fidelity believes these allegations are without merit and intends to defend them vigorously.

The following information supplements that for Blue Chip Growth found in the "Appendix" section on page 39.

On July 23, 2004, a complaint entitled Bennett, et al. v. Fidelity Management & Research Co. and FMR Co., Inc. was filed in the U.S. District Court for the District of Massachusetts alleging, among other things, that the defendants breached their fiduciary duties by charging excessive management fees in violation of Section 36(b) of the 1940 Act. Plaintiffs seek unspecified damages and other relief, including a return of management fees paid by the funds and a reduction of future management fees. Any recovery of damages would revert to the funds. Another lawsuit making similar allegations has been filed, and other similar cases may be filed in the future. Fidelity believes these allegations are without merit and intends to defend them vigorously.

SUPPLEMENT TO THE

FIDELITY^® BALANCED FUND
FIDELITY LOW-PRICED STOCK FUND
FIDELITY^® PURITAN^® FUND
and FIDELITY VALUE DISCOVERY FUND

Funds of Fidelity Puritan Trust

FIDELITY DIVIDEND GROWTH FUND
FIDELITY GROWTH & INCOME PORTFOLIO
FIDELITY LEVERAGED COMPANY STOCK FUND
FIDELITY OTC PORTFOLIO
and FIDELITY REAL ESTATE INCOME FUND

Funds of Fidelity Securities Fund

STATEMENT OF ADDITIONAL INFORMATION

September 29, 2004

<R>Mr. Cook served as a Member of the Board of Trustees through December 31, 2004. The following information has been removed from the "Trustees and Officers" section on page 21.</R>

<R>J. Michael Cook (61)</R>

<R>Year of Election or Appointment: 2001</R>

<R>Mr. Cox served as a Member of the Board of Trustees through December 31, 2004. The following information has been removed from the "Trustees and Officers" section on page 22.</R>

<R>Ralph F. Cox (72)</R>

<R>Year of Election or Appointment: 1991</R>

<R>PSTSB-05-02 May 29, 2005
1.798487.103</R>

<R>Effective January 1, 2005, Mr. Dirks serves as a Member of the Board of Trustees. The following information supplements the information found in the "Trustees and Officers" section beginning on page 20.</R>

<R>Dennis J. Dirks (56)</R>

<R>Year of Election or Appointment: 2005</R>

<R>The following information replaces the similar information found in the "Trustees and Officers" section beginning on page 20.</R>

<R>Robert M. Gates (61)</R>

<R>Year of Election or Appointment: 1997</R>

<R>Mr. Kirk served as a Member of the Board of Trustees through December 31, 2004. The following information has been removed from the "Trustees and Officers" section on page 22.</R>

<R>Donald J. Kirk (71)</R>

<R>Year of Election or Appointment: 1987</R>

<R>Effective January 1, 2005, Ms. Small serves as a Member of Board of Trustees. The following information replaces similar information found in the "Trustees and Officers" section beginning on page 20.</R>

<R>Cornelia M. Small (60)</R>

<R>Year of Election or Appointment: 2005</R>

<R>Effective January 1, 2005, Mr. Wolfe serves as a Member of the Board of Trustees. The following information supplements the information found in the "Trustees and Officers" section beginning on page 20.</R>

<R>Kenneth L. Wolfe (66)</R>

<R>Year of Election or Appointment: 2005</R>

<R>The following information supplements the similar information found in the "Trustees and Officers" section beginning on page 20.</R>

<R>George A. Fischer (44)</R>

<R>Year of Election or Appointment: 2004</R>

<R>Vice President of Balanced and Puritan Fund. Mr. Fischer is Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Fischer managed a variety of Fidelity funds.</R>

<R>The following information supplements the similar information found in the "Trustees and Officers" section beginning on page 20.</R>

<R>Bryan A. Mehrmann (44)</R>

<R>Year of Election or Appointment: 2005</R>

<R>Deputy Treasurer of Balanced, Dividend Growth, Growth & Income, Leveraged Company Stock, Low-Priced Stock, OTC, Puritan Fund, Real Estate Income, and Fidelity Value Discovery Fund. Mr. Mehrmann also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).</R>

<R>The following information replaces similar information found in the "Trustees and Officers" section beginning on page 20.</R>

<R>Kenneth B. Robins (35)</R>

<R>Year of Election or Appointment: 2005</R>

<R>Deputy Treasurer of Balanced, Dividend Growth, Growth & Income, Leveraged Company Stock, Low-Priced Stock, OTC, Puritan Fund, Real Estate Income, and Fidelity Value Discovery Fund. Mr. Robins also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).</R>

<R>The following information has been removed from the "Trustees and Officers" section on page 27.</R>

<R>Francis V. Knox, Jr. (57)</R>

<R>Year of Election or Appointment: 2002 or 2003</R>

<R>Assistant Treasurer of Balanced (2002), Dividend Growth (2002), Growth & Income (2002), Leveraged Company Stock (2002), Low-Priced Stock (2002), OTC (2002), Puritan Fund (2002), Real Estate Income (2003), and Fidelity Value Discovery Fund (2002). Mr. Knox also serves as Assistant Treasurer of other Fidelity funds (2002), and is a Vice President and an employee of FMR. Previously, Mr. Knox served as Vice President of Investment & Advisor Compliance (1990-2001), and Compliance Officer of Fidelity Management & Research (U.K.) Inc. (1992-2002), Fidelity Management & Research (Far East) Inc. (1991-2002), and FMR Corp. (1995-2002).</R>

<R>The following information has been removed from the "Trustees and Officers" section on page 28.</R>

<R>Thomas J. Simpson (46)</R>

<R>Year of Election or Appointment: 1998, 2000, 2002, or 2003</R>

<R>Assistant Treasurer of Balanced (1998), Dividend Growth (1998), Growth & Income (1998), Leveraged Company Stock (2000), Low-Priced Stock (1998), OTC (1998), Puritan Fund (1998), Real Estate Income (2003), and Fidelity Value Discovery Fund (2002). Mr. Simpson is Assistant Treasurer of other Fidelity funds (2000) and an employee of FMR (1996). Prior to joining FMR, Mr. Simpson was Vice President and Fund Controller of Liberty Investment Services (1987-1995).</R>

<R>The following information replaces similar information found in the "Distribution Services" section beginning on page 50.</R>

<R>Each fund has entered into a distribution agreement with FDC, an affiliate of FMR. The principal business address of FDC is 82 Devonshire Street, Boston, Massachusetts, 02109. FDC is a broker-dealer registered under the Securities Exchange Act of 1934 and a member of the National Association of Securities Dealers, Inc. The distribution agreements call for FDC to use all reasonable efforts, consistent with its other business, to secure purchasers for shares of the funds, which are continuously offered at NAV. Promotional and administrative expenses in connection with the offer and sale of shares are paid by FMR.</R>

<R>The Trustees have approved Distribution and Service Plans on behalf of each fund (the Plan) pursuant to Rule 12b-1 under the 1940 Act (the Rule). The Plan, as approved by the Trustees, allow the funds and FMR to incur certain expenses that might be considered to constitute indirect payment by the fund of distribution expenses.</R>

<R>Under the Plan, if the payment of management fees by the fund to FMR is deemed to be indirect financing by the fund of the distribution of its shares, such payment is authorized by the Plan. The Plan specifically recognizes that FMR may use its management fee revenue, as well as its past profits or its other resources, to pay FDC for expenses incurred in connection with providing services intended to result in the sale of fund shares and/or shareholder support services. In addition, each Plan provides that FMR, directly or through FDC, may pay significant amounts to intermediaries, including retirement plan sponsors, service-providers and administrators, that provide those services. Currently, the Board of Trustees has authorized such payments for Balanced, Dividend Growth, Growth & Income, Leveraged Company Stock, Low-Priced Stock, OTC, Puritan Fund, Real Estate Income, and Fidelity Value Discovery Fund shares.</R>

<R>Prior to approving the Plan, the Trustees carefully considered all pertinent factors relating to the implementation of the Plan, and determined that there is a reasonable likelihood that the Plan will benefit the fund and its shareholders. In particular, the Trustees noted that the Plan does not authorize payments by the fund other than those made to FMR under its management contract with the fund. To the extent that the Plan gives FMR and FDC greater flexibility in connection with the distribution of fund shares, additional sales of fund shares or stabilization of cash flows may result. Furthermore, certain shareholder support services may be provided more effectively under the Plan by local entities with whom shareholders have other relationships.</R>

<R>The following information supplements that found in the "Transfer and Service Agent Agreements" section beginning on page 51.</R>

The following information supplements that found in the "Appendix" found on page 54.

SUPPLEMENT TO THE

FIDELITY^® INTERNATIONAL REAL ESTATE FUND

A Fund of Fidelity Securities Fund

STATEMENT OF ADDITIONAL INFORMATION

September 2, 2004

Mr. Cook served as a Member of the Board of Trustees through December 31, 2004. The following information has been removed from the "Trustees and Officers" section on page 21.

<R>J. Michael Cook (61)</R>

<R>Year of Election or Appointment: 2001</R>

Mr. Cox served as a Member of the Board of Trustees through December 31, 2004. The following information has been removed from the "Trustees and Officers" section on page 21.

<R>Ralph F. Cox (72)</R>

<R>Year of Election or Appointment: 1991</R>

During the period from July 1, 2004 through December 31, 2004, Mr. Dirks served as a Member of the Advisory Board. Effective January 1, 2005, Mr. Dirks serves as a Member of the Board of Trustees. The following information replaces similar information found in the "Trustees and Officers" section on page 23.

<R>Dennis J. Dirks (57)</R>

<R>Year of Election or Appointment: 2005</R>

IREB-05-02 May 29, 2005
1.811497.101

Effective January 1, 2005, Dr. Gates serves as Vice Chairman of the Independent Trustees. The following information replaces similar information found in the "Trustees and Officers" section on page 21.

<R>Robert M. Gates (61)</R>

<R>Year of Election or Appointment: 1997</R>

Mr. Kirk served as a Member of the Board of Trustees through December 31, 2004. The following information has been removed from the "Trustees and Officers" section on page 20.

<R>Donald J. Kirk (71)</R>

<R>Year of Election or Appointment: 1987</R>

During the period from January 1, 2004 through December 31, 2004, Ms. Small served as a Member of the Advisory Board. Effective January 1, 2005, Ms. Small serves as a Member of the Board of Trustees. The following information replaces similar information found in the "Trustees and Officers" section on page 23.

<R>Cornelia M. Small (60)</R>

<R>Year of Election or Appointment: 2005</R>

During the period from October 1, 2004 through December 31, 2004, Mr. Wolfe served as a Member of the Advisory Board. Effective January 1, 2005, Mr. Wolfe serves as Member of the Board of Trustees . The following information supplements similar information found in the "Trustees and Officers" section beginning on page 18.

<R>Kenneth L. Wolfe (66)</R>

<R>Year of Election or Appointment: 2005</R>

The following information supplements similar information found in the "Trustees and Officers" section beginning on page 18.

<R>Bryan A. Mehrmann (44)</R>

<R>Year of Election or Appointment: 2005</R>

<R>Deputy Treasurer of International Real Estate. Mr. Mehrmann also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).</R>

The following information has been removed from the "Trustees and Officers" section on page 25.

<R>Francis V. Knox, Jr. (57)</R>
	<R>Year of Election or Appointment: 2002</R> <R>Assistant Treasurer of International Real Estate. Mr. Knox also serves as Assistant Treasurer of other Fidelity funds (2002), and is a Vice President and an employee of FMR. Previously, Mr. Knox served as Vice President of Investment & Advisor Compliance (1990-2001), and Compliance Officer of Fidelity Management & Research (U.K.) Inc. (1992-2002), Fidelity Management & Research (Far East) Inc. (1991-2002), and FMR Corp. (1995-2002).</R>
<R>Thomas J. Simpson (46)</R>
	<R>Year of Election or Appointment: 2004</R> <R>Assistant Treasurer of International Real Estate. Mr. Simpson is Assistant Treasurer of other Fidelity funds (2000) and an employee of FMR (1996). Prior to joining FMR, Mr. Simpson was Vice President and Fund Controller of Liberty Investment Services (1987-1995).</R>

The following information replaces similar information found in the "Trustees and Officers" section beginning on page 20.

<R>Kenneth B. Robins (35)</R>

<R>Year of Election or Appointment: 2005</R>

<R>Deputy Treasurer of International Real Estate. Mr. Robins also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002). </R>

<R>The following information replaces the similar information in the "Distribution Services" section on page 39.</R>

<R>The fund has entered into a distribution agreement with FDC, an affiliate of FMR. The principal business address of FDC is 82 Devonshire Street, Boston, Massachusetts 02109. FDC is a broker-dealer registered under the Securities Exchange Act of 1934 and a member of the National Association of Securities Dealers, Inc. The distribution agreement calls for FDC to use all reasonable efforts, consistent with its other business, to secure purchasers for shares of the fund, which are continuously offered at NAV. Promotional and administrative expenses in connection with the offer and sale of shares are paid by FMR.</R>

<R>The Trustees have approved a Distribution and Service Plan on behalf the fund (the Plan) pursuant to Rule 12b-1 under the 1940 Act (the Rule). The Plan, as approved by the Trustees, allows the fund and FMR to incur certain expenses that might be considered to constitute indirect payment by the fund of distribution expenses.</R>

<R>Under the Plan, if the payment of management fees by the fund to FMR is deemed to be indirect financing by the fund of the distribution of its shares, such payment is authorized by the Plan. The Plan specifically recognizes that FMR may use its management fee revenue, as well as its past profits or its other resources, to pay FDC for expenses incurred in connection with providing services intended to result in the sale of fund shares and/or shareholder support services. In addition, the Plan provides that FMR, directly or through FDC, may pay significant amounts to intermediaries, including retirement plan sponsors, service-providers and administrators, that provide those services. Currently, the Board of Trustees has authorized such payments for International Real Estate shares.</R>

<R>The fund's transfer agent or an affiliate may also make payments and reimbursements to certain intermediaries, including retirement plan sponsors, service providers and administrators, for providing recordkeeping and administrative services to plan participants or for providing other services to retirement plans. Please see "Transfer and Service Agent Agreements" in this SAI for more information.</R>

<R>FDC or an affiliate may also make payments to banks, broker-dealers and other service providers for distribution-related activities and/or shareholder services. If you have purchased shares of the fund through an investment professional, please speak with your investment professional to learn more about any payments his or her firm may receive from FMR, FDC and/or their affiliates, as well as fees and/or commissions the investment professional charges. You should also consult disclosures made by your investment professional at the time of purchase.</R>

<R>The following information supplements that found in the "Transfer and Service Agent Agreements" section on page 40.</R>

SUPPLEMENT TO THE

FIDELITY^® SMALL CAP GROWTH FUND

FIDELITY SMALL CAP VALUE FUND

Funds of Fidelity Securities Fund

STATEMENT OF ADDITIONAL INFORMATION

October 24, 2004

<R>Mr. Cook served as a Member of the Board of Trustees through December 31, 2004. The following information has been removed from the "Trustees and Officers" section on page 15.</R>

<R>J. Michael Cook (62)</R>

<R>Year of Election or Appointment: 2001</R>

<R>Mr. Cox served as a Member of the Board of Trustees through December 31, 2004. The following information has been removed from the "Trustees and Officers" section on page 16.</R>

<R>Ralph F. Cox (72)</R>

<R>Year of Election or Appointment: 1991</R>

<R>Dennis J. Dirks (56)</R>

<R>Year of Election or Appointment: 2005</R>

<R>Robert M. Gates (61)</R>

<R>Year of Election or Appointment: 1997</R>

<R>Mr. Kirk served as a Member of the Board of Trustees through December 31, 2004. The following information has been removed from the "Trustees and Officers" section on page 16.</R>

<R>Donald J. Kirk (71)</R>

<R>Year of Election or Appointment: 1987</R>

<R>Effective January 1, 2005, Ms. Small serves as a Member of the Board of Trustees. The following information supplements the information found in the "Trustees and Officers" section beginning on page 14.</R>

<R>Cornelia M. Small (60)</R>

<R>Year of Election or Appointment: 2005</R>

<R>Kenneth L. Wolfe (66)</R>

<R>Year of Election or Appointment: 2005</R>

<R>The following information supplements similar information found in the "Trustees and Officers" section beginning on page 14.</R>

<R>James M. Harmon (33)</R>

<R>Year of Election or Appointment: 2005</R>

<R>Vice President of Small Cap Growth. Mr. Harmon also serves as Vice President of other Fidelity funds advised by FMR. Prior to assuming his current responsibilities, Mr. Harmon managed a variety of Fidelity funds. Mr. Harmon also serves as Vice President of FMR (2002) and FMR Co., Inc. (2002).</R>

<R>The following information supplements similar information found in the "Trustees and Officers" section beginning on page 14.</R>

<R>Bryan A. Mehrmann (44)</R>

<R>Year of Election or Appointment: 2005</R>

<R>Deputy Treasurer of Small Cap Growth and Small Cap Value. Mr. Mehrmann also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).</R>

<R>The following information replaces similar information found in the "Trustees and Officers" section on page 20.</R>

<R>Kenneth B. Robins (35)</R>

<R>Year of Election or Appointment: 2005</R>

<R>Deputy Treasurer of Small Cap Growth and Small Cap Value. Mr. Robins also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).</R>

<R>The following information has been removed from "Trustees and Officers" section on page 19.</R>

<R>Francis V. Knox, Jr. (57)</R>

<R>Year of Election or Appointment: 2004</R>

<R>Assistant Treasurer of Small Cap Growth and Small Cap Value. Mr. Knox also serves as Assistant Treasurer of other Fidelity funds (2002), and is a Vice President and an employee of FMR. Previously, Mr. Knox served as Vice President of Investment & Advisor Compliance (1990-2001), and Compliance Officer of Fidelity Management & Research (U.K.) Inc. (1992-2002), Fidelity Management & Research (Far East) Inc. (1991-2002), and FMR Corp. (1995-2002).</R>

<R>The following information has been removed from "Trustees and Officers" section on page 20.</R>

<R>Thomas J. Simpson (46)</R>

<R>Year of Election or Appointment: 2004</R>

<R>Assistant Treasurer of Small Cap Growth and Small Cap Value. Mr. Simpson is Assistant Treasurer of other Fidelity funds (2000) and an employee of FMR (1996). Prior to joining FMR, Mr. Simpson was Vice President and Fund Controller of Liberty Investment Services (1987-1995).</R>

<R>The following information replaces the similar information in the "Distribution Services" section on page 34.</R>

<R>The Trustees have approved Distribution and Service Plans on behalf of each fund (the Plans) pursuant to Rule 12b-1 under the 1940 Act (the Rule). The Plans, as approved by the Trustees, allow the funds and FMR to incur certain expenses that might be considered to constitute indirect payment by the funds of distribution expenses.</R>

<R>Prior to approving each Plan, the Trustees carefully considered all pertinent factors relating to the implementation of the Plan, and determined that there is a reasonable likelihood that the Plan will benefit each fund and its shareholders. In particular, the Trustees noted that each Plan does not authorize payments by each fund other than those made to FMR under its management contract with the fund. To the extent that each Plan gives FMR and FDC greater flexibility in connection with the distribution of fund shares, additional sales of fund shares or stabilization of cash flows may result. Furthermore, certain shareholder support services may be provided more effectively under the Plans by local entities with whom shareholders have other relationships.</R>

<R>The funds' transfer agent or an affiliate may also make payments and reimbursements to certain intermediaries, including retirement plan sponsors, service providers and administrators, for providing recordkeeping and administrative services to plan participants or for providing other services to retirement plans. Please see "Transfer and Service Agent Agreements" in this SAI for more information.</R>

<R>FDC or an affiliate may also make payments to banks, broker-dealers and other service providers for distribution-related activities and/or shareholder services. If you have purchased shares of the fund through an investment professional, please speak with your investment professional to learn more about any payments his or her firm may receive from FMR, FDC and/or their affiliates, as well as fees and/or commissions the investment professional charges. You should also consult disclosures made by your investment professional at the time of purchase.</R>

<R>The following information supplements that found in the "Transfer and Service Agent Agreements" section beginning on page 34.</R>