OTC PORTFOLIO
SUPPLEMENT TO THE PROSPECTUS DATED SEPTEMBER 25, 1993
   SHAREHOLDER MEETING: On July 13, 1994, shareholders of the fund     
   approved a proposal to eliminate certain of the fund's fundamental     
   investment policies and replace certain others with non-fundamental     
   policies. The changes, as outlined in the proxy statement, are not     
   expected to change the way the fund is managed and the fund's     
   fundamental investment objective - to seek capital appreciation - will
    
   remain the same.  In addition, the fund's policy limiting its
investments     
   in foreign securities to 30% of its assets was eliminated.  These     
   changes took effect upon approval, and the fund's investment policies
    
   as described in the prospectus have been modified as follows:    
   "FMR, the fund's manager, will normally invest at least 65% of the     
   fund's total assets in securities that are traded principally in the
    
   over-the-counter market."    
   Please contact Fidelity at 1-800-544-6666 if you wish to receive a     
   proxy statement.    
The following information replaces the fourth paragraph of the section 
entitled "OTC Portfolio and the Fidelity Organization" on page 9.
Abigail Johnson is manager of OTC, which she has managed 
since April 1994.  Previously, she managed Dividend Growth and 
the Select Industrial Equipment, Developing Communications, 
and Telecommunications Portfolios. Ms. Johnson joined Fidelity in 
1988.
The following information replaces the fourth paragraph under the 
heading "Share Price" on page 11.
The fund's sales charge may be reduced if you invest directly with 
Fidelity or through prototype or prototype-like retirement plans 
sponsored by FMR or FMR Corp. Purchases made with assistance or 
intervention from a financial intermediary are not eligible. The amount 
you invest, plus the value of your account, must fall within the ranges 
shown below. Call Fidelity to see if your purchase qualifies.
 Ranges Sales charge Net amount invested
 $0 - 249,000 3% 3.09%
 $250,000 - 499,999 2% 2.04%
 $500,000 - 999,999 1% 1.01%
 $1,000,000 or more none none
OTC PORTFOLIO
SUPPLEMENT TO THE PROSPECTUS DATED SEPTEMBER 25, 1993
   SHAREHOLDER MEETING: On July 13, 1994, shareholders of the fund     
   approved a proposal to eliminate certain of the fund's fundamental     
   investment policies and replace certain others with non-fundamental     
   policies. The changes, as outlined in the proxy statement, are not     
   expected to change the way the fund is managed and the fund's     
   fundamental investment objective - to seek capital appreciation - will
    
   remain the same.  In addition, the fund's policy limiting its
investments     
   in foreign securities to 30% of its assets was eliminated.  These     
   changes took effect upon approval, and the fund's investment policies
    
   as described in the prospectus have been modified as follows:    
   "FMR, the fund's manager, will normally invest at least 65% of the     
   fund's total assets in securities that are traded principally in the
    
   over-the-counter market."    
   Please contact Fidelity at 1-800-544-6666 if you wish to receive a     
   proxy statement.    
The following information replaces the fourth paragraph of the section 
entitled "OTC Portfolio and the Fidelity Organization" on page 9.
Abigail Johnson is manager of OTC, which she has managed 
since April 1994.  Previously, she managed Dividend Growth and 
the Select Industrial Equipment, Developing Communications, 
and Telecommunications Portfolios. Ms. Johnson joined Fidelity in 
1988.
The following information replaces the fourth paragraph under the 
heading "Share Price" on page 11.
The fund's sales charge may be reduced if you invest directly with 
Fidelity or through prototype or prototype-like retirement plans 
sponsored by FMR or FMR Corp. Purchases made with assistance or 
intervention from a financial intermediary are not eligible. The amount 
you invest, plus the value of your account, must fall within the ranges 
shown below. Call Fidelity to see if your purchase qualifies.
 Ranges Sales charge Net amount invested
 $0 - 249,000 3% 3.09%
 $250,000 - 499,999 2% 2.04%
 $500,000 - 999,999 1% 1.01%
 $1,000,000 or more none none
   OTC-94-3 Page 1 of 3 July 13, 1994    
   OTC-94-3 Page 1 of 3 July 13, 1994    
 
The sales charge will also be reduced by the percentage of any 
sales charge you previously paid on investments in other Fidelity 
funds (not including Fidelity's Foreign Currency Funds). Similarly, 
your shares carry credit for any sales charge you would have paid 
if the reductions in the table above had not been available. These 
sales charge credits only apply if you continuously owned Fidelity 
fund shares or a Fidelity brokerage core account, or participated 
in The CORPORATEplan for Retirement Program, and only to 
purchases made in one of the following ways:  (i) by exchange from 
another Fidelity fund; (ii) with proceeds of a transaction within a 
Fidelity brokerage core account, including any free credit balance, 
core money market fund, or margin availability, to the extent such 
proceeds were derived from redemption proceeds from another 
Fidelity fund; (iii) with redemption proceeds from one of Fidelity's 
Foreign Currency Funds, if the Foreign Currency Fund shares 
were originally purchased with redemption proceeds from a 
Fidelity fund; (iv) through the Directed Dividends Option (see page 
14); or (v) by participants in The CORPORATEplan for Retirement 
Program when shares are purchased through plan-qualified loan 
repayments, and for exchanges into and out of the Managed 
Income Portfolio. 
   The following information replaces the corresponding section of the     
   fifth paragraph under the heading "Share Price" beginning on page
10.    
The fund's sales charge will not apply...(7) if you are a current or 
former trustee or officer of a Fidelity fund or a current or retired 
officer, director, or regular employee of FMR Corp. or its direct or 
indirect subsidiaries (a Fidelity Trustee or employee), the spouse 
of a Fidelity trustee or employee, a Fidelity trustee or employee 
acting as custodian for a minor child, or a person acting as trustee 
of a trust for the sole benefit of the minor child of a Fidelity trustee 
or employee;...(10) if you are a registered investment adviser 
(RIA) purchasing for  your discretionary accounts, provided you 
execute a Fidelity RIA load waiver agreement which specifies 
certain aggregate minimum and operating provisions. Except for 
correspondents of National Financial Services Corporation, this 
waiver is available only for shares purchased directly from Fidelity, 
and is unavailable if the RIA is part of an organization principally 
engaged in the brokerage business.
The following information supplements the fifth paragraph under the 
heading "Share Price" beginning on page 10.
...(12) if you invest through a non-prototype pension or 
profit-sharing plan that maintains all of its mutual fund assets in 
Fidelity's mutual funds, provided the plan executes a Fidelity 
non-prototype sales charge waiver request form confirming its 
qualification.
The sales charge will also be reduced by the percentage of any 
sales charge you previously paid on investments in other Fidelity 
funds (not including Fidelity's Foreign Currency Funds). Similarly, 
your shares carry credit for any sales charge you would have paid 
if the reductions in the table above had not been available. These 
sales charge credits only apply if you continuously owned Fidelity 
fund shares or a Fidelity brokerage core account, or participated 
in The CORPORATEplan for Retirement Program, and only to 
purchases made in one of the following ways:  (i) by exchange from 
another Fidelity fund; (ii) with proceeds of a transaction within a 
Fidelity brokerage core account, including any free credit balance, 
core money market fund, or margin availability, to the extent such 
proceeds were derived from redemption proceeds from another 
Fidelity fund; (iii) with redemption proceeds from one of Fidelity's 
Foreign Currency Funds, if the Foreign Currency Fund shares 
were originally purchased with redemption proceeds from a 
Fidelity fund; (iv) through the Directed Dividends Option (see page 
14); or (v) by participants in The CORPORATEplan for Retirement 
Program when shares are purchased through plan-qualified loan 
repayments, and for exchanges into and out of the Managed 
Income Portfolio. 
   The following information replaces the corresponding section of the     
   fifth paragraph under the heading "Share Price" beginning on page
10.    
The fund's sales charge will not apply...(7) if you are a current or 
former trustee or officer of a Fidelity fund or a current or retired 
officer, director, or regular employee of FMR Corp. or its direct or 
indirect subsidiaries (a Fidelity Trustee or employee), the spouse 
of a Fidelity trustee or employee, a Fidelity trustee or employee 
acting as custodian for a minor child, or a person acting as trustee 
of a trust for the sole benefit of the minor child of a Fidelity trustee 
or employee;...(10) if you are a registered investment adviser 
(RIA) purchasing for  your discretionary accounts, provided you 
execute a Fidelity RIA load waiver agreement which specifies 
certain aggregate minimum and operating provisions. Except for 
correspondents of National Financial Services Corporation, this 
waiver is available only for shares purchased directly from Fidelity, 
and is unavailable if the RIA is part of an organization principally 
engaged in the brokerage business.
The following information supplements the fifth paragraph under the 
heading "Share Price" beginning on page 10.
...(12) if you invest through a non-prototype pension or 
profit-sharing plan that maintains all of its mutual fund assets in 
Fidelity's mutual funds, provided the plan executes a Fidelity 
non-prototype sales charge waiver request form confirming its 
qualification.
Page 2 of 3
Page 2 of 3
 
The following information replaces the sixth paragraph under the 
heading "Share Price" beginning on page 10.
These waivers must be qualified through FDC in advance. More 
detailed information about waivers (1), (2), (5), (9), and (10) is 
contained in the Statement of Additional Information. A 
representative of your plan or organization should call Fidelity for 
more information.
The following information supplements the seventh paragraph under 
the heading "Share Price" beginning on page 10.
Effective February 1, 1994, the sales charge paid to qualified 
recipients will be 2.25% of the fund's offering price.
The following information replaces the sixth paragraph under the 
heading "Share Price" beginning on page 10.
These waivers must be qualified through FDC in advance. More 
detailed information about waivers (1), (2), (5), (9), and (10) is 
contained in the Statement of Additional Information. A 
representative of your plan or organization should call Fidelity for 
more information.
The following information supplements the seventh paragraph under 
the heading "Share Price" beginning on page 10.
Effective February 1, 1994, the sales charge paid to qualified 
recipients will be 2.25% of the fund's offering price.
Page 3 of 3
Page 3 of 3
SUPPLEMENT TO THE 
FIDELITY GROWTH & 
INCOME PORTFOLIO
PROSPECTUS
DATED SEPTEMBER 25, 1993
   SHAREHOLDER MEETING:  On July     
   13, 1994, shareholders     
   approved changes to the     
   investment objective and     
   certain other policies of the     
   fund. The changes, as outlined     
   in the proxy statement, are not     
   expected to change the way     
   the fund is managed. These     
   changes took effect upon     
   approval, and the fund's     
   fundamental investment     
   objective as described in the     
   prospectus has been modified     
   as follows:
    
   
    
   "The fund seeks high total     
   return through a combination of     
   current income and capital     
   appreciation."
    
   
    
   Please contact Fidelity at     
   1-800-544-6666 if you wish to     
   receive a proxy statement.    
The following information 
replaces the last two sentences 
in the "Minimum Investments" 
table on page 10:
These minimums may vary for 
a Fidelity College Savings Plan 
account or a Fidelity Payroll 
Deduction Program account in 
the fund. Refer to the 
appropriate program materials 
for details.
The following information 
supplements the last paragraph 
on page 19.
Effective February 1, 1994, the 
sales charge paid to qualified 
recipients will be 2.25% of the 
fund's offering price.
The following information 
replaces that found under the 
"Reductions" heading in the 
"Sales Charge Reductions and 
Waivers" section on page 21.
REDUCTIONS. The fund's sales 
charge may be reduced if you 
invest directly with Fidelity or 
through prototype or 
prototype-like retirement plans 
sponsored by FMR or FMR 
Corp. Purchases made with 
assistance or intervention from a 
financial intermediary are not 
eligible. The amount you invest, 
plus the value of your account, 
must fall within the ranges 
shown below. Call Fidelity to see 
if your purchase qualifies.
  Net 
amount
Ranges Sales charge invested
$0 - 249,000 3% 3.09
%
$250,000 - 499,999 2% 2.04
%
$500,000 - 999,999 1% 1.01
%
$1,000,000 or more none none
The sales charge will also be 
reduced by the percentage of 
any sales charge you 
previously paid on investments 
in other Fidelity funds (not 
including Fidelity's Foreign 
Currency Funds). Similarly, 
your shares carry credit for any 
sales charge you would have 
paid if the reductions in the 
table above had not been 
available. These sales charge 
credits only apply if you 
continuously owned Fidelity 
fund shares or a Fidelity 
brokerage core account, or 
participated in The 
CORPORATEplan for 
Retirement Program, and only 
to purchases made in one of 
the following ways:
SUPPLEMENT TO THE 
FIDELITY GROWTH & 
INCOME PORTFOLIO
PROSPECTUS
DATED SEPTEMBER 25, 1993
   SHAREHOLDER MEETING:  On July     
   13, 1994, shareholders     
   approved changes to the     
   investment objective and     
   certain other policies of the     
   fund. The changes, as outlined     
   in the proxy statement, are not     
   expected to change the way     
   the fund is managed. These     
   changes took effect upon     
   approval, and the fund's     
   fundamental investment     
   objective as described in the     
   prospectus has been modified     
   as follows:
    
   
    
   "The fund seeks high total     
   return through a combination of     
   current income and capital     
   appreciation."
    
   
    
   Please contact Fidelity at     
   1-800-544-6666 if you wish to     
   receive a proxy statement.    
The following information 
replaces the last two sentences 
in the "Minimum Investments" 
table on page 10:
These minimums may vary for 
a Fidelity College Savings Plan 
account or a Fidelity Payroll 
Deduction Program account in 
the fund. Refer to the 
appropriate program materials 
for details.
The following information 
supplements the last paragraph 
on page 19.
Effective February 1, 1994, the 
sales charge paid to qualified 
recipients will be 2.25% of the 
fund's offering price.
The following information 
replaces that found under the 
"Reductions" heading in the 
"Sales Charge Reductions and 
Waivers" section on page 21.
REDUCTIONS. The fund's sales 
charge may be reduced if you 
invest directly with Fidelity or 
through prototype or 
prototype-like retirement plans 
sponsored by FMR or FMR 
Corp. Purchases made with 
assistance or intervention from a 
financial intermediary are not 
eligible. The amount you invest, 
plus the value of your account, 
must fall within the ranges 
shown below. Call Fidelity to see 
if your purchase qualifies.
  Net 
amount
Ranges Sales charge invested
$0 - 249,000 3% 3.09
%
$250,000 - 499,999 2% 2.04
%
$500,000 - 999,999 1% 1.01
%
$1,000,000 or more none none
The sales charge will also be 
reduced by the percentage of 
any sales charge you 
previously paid on investments 
in other Fidelity funds (not 
including Fidelity's Foreign 
Currency Funds). Similarly, 
your shares carry credit for any 
sales charge you would have 
paid if the reductions in the 
table above had not been 
available. These sales charge 
credits only apply if you 
continuously owned Fidelity 
fund shares or a Fidelity 
brokerage core account, or 
participated in The 
CORPORATEplan for 
Retirement Program, and only 
to purchases made in one of 
the following ways:
   GAI - 94 - 3  (Page 1 of 2) July13, 1994    
   GAI - 94 - 3  (Page 1 of 2) July13, 1994    
 
 
1. By exchange from another 
Fidelity fund. 
2. With proceeds of a 
transaction within a Fidelity 
brokerage core account, 
including any free credit balance, 
core money market fund, or 
margin availability, to the extent 
such proceeds were derived 
from redemption proceeds from 
another Fidelity fund. 
3. With redemption proceeds 
from one of Fidelity's Foreign 
Currency Funds, if the Foreign 
Currency Fund shares were 
originally purchased with 
redemption proceeds from a 
Fidelity fund. 
4. Through the Directed 
Dividends Option (see page 
16). 
5. By participants in The 
CORPORATEplan for 
Retirement Program when 
shares are purchased through 
plan-qualified loan repayments, 
and for exchanges into and out 
of the Managed Income 
Portfolio. 
   T    he following information 
replaces the corresponding 
paragraphs found under the 
"Waivers" heading in the "Sales 
Charge Reductions and 
Waivers" section beginning on 
page 21.
7. If you are a current or former 
trustee or officer of a Fidelity 
fund or a current or retired 
officer, director, or regular 
employee of FMR Corp. or its 
direct or indirect subsidiaries (a 
Fidelity Trustee or employee), 
the spouse of a Fidelity trustee 
or employee, a Fidelity trustee or 
employee acting as custodian for 
a minor child, or a person acting 
as trustee of a trust for the sole 
benefit of the minor child of a 
Fidelity Trustee or employee.
       11.    If you are a registered     
   investment adviser (RIA)     
   purchasing for your discretionary     
   accounts, provided you execute     
   a Fidelity RIA load waiver     
   agreement which specifies     
   certain aggregate minimum and     
   operating provisions. Except for     
   correspondents of National     
   Financial Services Corporation,     
   this waiver is available only for     
   shares purchased directly from     
   Fidelity, and is unavailable if the     
   RIA is part of an organization     
   principally engaged in the     
   brokerage business.    
   The following information     
   supplements the corresponding     
   paragraphs found under the     
   "Waivers" heading in the "Sales     
   Charge Reductions and     
   Waivers" section beginning on     
   page 21.    
       13.    If you invest through a     
   non-prototype pension or     
   profit-sharing plan that maintains     
   all of its mutual fund assets in     
   Fidelity mutual funds, provided     
   the plan executes a Fidelity     
   non-prototype sales charge     
   waiver request form confirming     
   its qualification.    
       14.    If you invest as part of a     
   payroll deduction program     
   through an employer who is a     
   member of the Fidelity     
   Retirement Client Advisory     
   Group or the Fidelity Retail     
   Advisory Group, provided the     
   employer enters into a Fidelity     
   payroll deduction load waiver     
   agreement which specifies     
   certain qualifying restrictions and     
   operating provisions.    
   These waivers must be qualified     
   through FDC in advance. More     
   detailed information about     
   waivers (1), (2), (5), (10), (11),     
   and (14) is contained in the     
   Statement of Additional     
   Information. A representative of     
   your plan or organization should     
   call Fidelity for more information.    
1. By exchange from another 
Fidelity fund. 
2. With proceeds of a 
transaction within a Fidelity 
brokerage core account, 
including any free credit balance, 
core money market fund, or 
margin availability, to the extent 
such proceeds were derived 
from redemption proceeds from 
another Fidelity fund. 
3. With redemption proceeds 
from one of Fidelity's Foreign 
Currency Funds, if the Foreign 
Currency Fund shares were 
originally purchased with 
redemption proceeds from a 
Fidelity fund. 
4. Through the Directed 
Dividends Option (see page 
16). 
5. By participants in The 
CORPORATEplan for 
Retirement Program when 
shares are purchased through 
plan-qualified loan repayments, 
and for exchanges into and out 
of the Managed Income 
Portfolio. 
   T    he following information 
replaces the corresponding 
paragraphs found under the 
"Waivers" heading in the "Sales 
Charge Reductions and 
Waivers" section beginning on 
page 21.
7. If you are a current or former 
trustee or officer of a Fidelity 
fund or a current or retired 
officer, director, or regular 
employee of FMR Corp. or its 
direct or indirect subsidiaries (a 
Fidelity Trustee or employee), 
the spouse of a Fidelity trustee 
or employee, a Fidelity trustee or 
employee acting as custodian for 
a minor child, or a person acting 
as trustee of a trust for the sole 
benefit of the minor child of a 
Fidelity Trustee or employee.
       11.    If you are a registered     
   investment adviser (RIA)     
   purchasing for your discretionary     
   accounts, provided you execute     
   a Fidelity RIA load waiver     
   agreement which specifies     
   certain aggregate minimum and     
   operating provisions. Except for     
   correspondents of National     
   Financial Services Corporation,     
   this waiver is available only for     
   shares purchased directly from     
   Fidelity, and is unavailable if the     
   RIA is part of an organization     
   principally engaged in the     
   brokerage business.    
   The following information     
   supplements the corresponding     
   paragraphs found under the     
   "Waivers" heading in the "Sales     
   Charge Reductions and     
   Waivers" section beginning on     
   page 21.    
       13.    If you invest through a     
   non-prototype pension or     
   profit-sharing plan that maintains     
   all of its mutual fund assets in     
   Fidelity mutual funds, provided     
   the plan executes a Fidelity     
   non-prototype sales charge     
   waiver request form confirming     
   its qualification.    
       14.    If you invest as part of a     
   payroll deduction program     
   through an employer who is a     
   member of the Fidelity     
   Retirement Client Advisory     
   Group or the Fidelity Retail     
   Advisory Group, provided the     
   employer enters into a Fidelity     
   payroll deduction load waiver     
   agreement which specifies     
   certain qualifying restrictions and     
   operating provisions.    
   These waivers must be qualified     
   through FDC in advance. More     
   detailed information about     
   waivers (1), (2), (5), (10), (11),     
   and (14) is contained in the     
   Statement of Additional     
   Information. A representative of     
   your plan or organization should     
   call Fidelity for more information.    
     (Page 2 of 2)    
     (Page 2 of 2)