24F-2NT

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

"Rule 24f-2 Notice"

Fidelity Securities Fund


(Name of Registrant)

File No. 2-93601






FILE NO. 2-93601


Fidelity Securities Fund
: Fidelity Dividend Growth Fund


RULE 24F-2 - FILED PURSUANT TO RULE

24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940

(i)   Fiscal Year for Which Notice Filed

Fiscal year ended July 31, 1994


(ii)    Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2

No shares


(iii)     Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2

No shares


(iv)    Number of Securities Sold During Fiscal Year

16,269,312 shares


For information relating to the calculation of the filing fee,
see Note (1) below.

(v)   Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2

16,269,312 shares








Number of Shares

Aggregate Price







Sales Pursuant to Rule 24f-2:

        
16,269,312

$ 
192,121,803

Redemptions:

        
(11,871,410)

$ 
(140,293,684)

Net Sales Pursuant to Rule 24f-2:

        
4,397,902

$ 
51,828,119




Note (1) :  Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $17,871.89


Fidelity Securities Fund
:

Fidelity Dividend Growth Fund


By  John H. Costello

        Assistant Treasurer





FILE NO. 2-93601


Fidelity Securities Fund
: Fidelity Blue Chip Growth Fund


RULE 24F-2 - FILED PURSUANT TO RULE

24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940

(i)   Fiscal Year for Which Notice Filed

Fiscal year ended July 31, 1994


(ii)    Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2

No shares


(iii)     Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2

No shares


(iv)    Number of Securities Sold During Fiscal Year

89,634,329 shares


For information relating to the calculation of the filing fee,
see Note (1) below.

(v)   Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2

89,634,329 shares








Number of Shares

Aggregate Price







Sales Pursuant to Rule 24f-2:

        
89,634,329

$ 
2,249,704,329

Redemptions:

        
(37,435,643)

$ 
(933,919,777)

Net Sales Pursuant to Rule 24f-2:

        
52,198,686

$ 
1,315,784,552




Note (1) :  Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $453,721.99


Fidelity Securities Fund
:

Fidelity Blue Chip Growth Fund


By  John H. Costello

        Assistant Treasurer





FILE NO. 2-93601


Fidelity Securities Fund
: Fidelity Growth & Income Portfolio


RULE 24F-2 - FILED PURSUANT TO RULE

24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940

(i)   Fiscal Year for Which Notice Filed

Fiscal year ended July 31, 1994


(ii)    Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2

No shares


(iii)     Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2

No shares


(iv)    Number of Securities Sold During Fiscal Year

170,515,842 shares


For information relating to the calculation of the filing fee,
see Note (1) below.

(v)   Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2

170,515,842 shares








Number of Shares

Aggregate Price







Sales Pursuant to Rule 24f-2:

        
170,515,842

$ 
3,798,855,984

Redemptions:

        
(97,259,587)

$ 
(2,161,672,765)

Net Sales Pursuant to Rule 24f-2:

        
73,256,255

$ 
1,637,183,219




Note (1) :  Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $564,549.89


Fidelity Securities Fund
:

Fidelity Growth & Income Portfolio


By  John H. Costello

        Assistant Treasurer





FILE NO. 2-93601


Fidelity Securities Fund
: Fidelity OTC Portfolio


RULE 24F-2 - FILED PURSUANT TO RULE

24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940

(i)   Fiscal Year for Which Notice Filed

Fiscal year ended July 31, 1994


(ii)    Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2

28,563,262 shares


(iii)     Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2

No shares


(iv)    Number of Securities Sold During Fiscal Year

25,272,555 shares


For information relating to the calculation of the filing fee,
see Note (1) below.

(v)   Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2

25,272,555 shares








Number of Shares

Aggregate Price







Sales Pursuant to Rule 24f-2:

        
25,272,555

$ 
623,427,770

Redemptions See Note (2) : 

        
(25,272,555)

$ 
(623,427,770)


Note (2) :    The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended July 31, 1994
, aggregated
28,688,425
 and $709,062,537
, respectively. An additional filing
pursuant to Rule 24e-2 can be made to register a number of shares
that will include the share redemptions not utilized under Rule 24f-2.

Net Sales Pursuant to Rule 24f-2:

        
0

$ 
0




Note (1) :  Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $0


Fidelity Securities Fund
:

Fidelity OTC Portfolio


By  John H. Costello

        Assistant Treasurer

EX-99

FMR Corp. 
82 Devonshire Street 
Boston, MA 02109 
617 570 7000 
  
September 20, 1994 
  
  
Mr. John Costello, Assistant Treasurer 
Fidelity Securities Fund 
82 Devonshire Street 
Boston, Massachusetts 02109  
  
  
Dear Mr. Costello:  
  
Fidelity Securities Fund (the Trust) is a Massachusetts business trust  
created under a written Declaration of Trust dated October 2, 1984,  
executed and delivered in Boston, Massachusetts on that date. A  
supplement to the Declaration of Trust, dated April 9, 1985, was filed with  
the Secretary of the Commonwealth of Massachusetts on April 10, 1985.  
An additional supplement to the Declaration of Trust was dated and filed  
with the Secretary of the Commonwealth of Massachusetts on March 24,  
1987. The last supplement to the Declaration of Trust, dated November 30,  
1988, was filed with the Secretary of the Commonwealth of Massachusetts  
on December 12, 1988. An Amended and Restated Declaration of Trust  
dated July 14, 1994 was filed with the Secretary of the Commonwealth of  
Massachusetts on August 17, 1994.  
  
I have conducted such legal and factual inquiry as I have deemed necessary  
for the purpose of rendering this opinion.  
  
Under Article III, Section 1, of the Declaration of Trust, the beneficial  
interest in the Trust shall be divided into such transferable Shares of one or  
more separate and distinct Series as the Trustees shall from time to time  
create and establish. The number of Shares is unlimited and each Share  
shall be without par value and shall be fully paid and nonassessable. The  
Trustees shall have full power and authority, in their sole discretion and  
without obtaining any prior authorization or vote of the Shareholders of the  
Trust to create and establish (and to change in any manner) Shares with  
such preferences, voting powers, rights and privileges as the Trustees may  
from time to time determine, to divide or combine the Shares into a greater  
or lesser number, to classify or reclassify any issued Shares into one or  
more Series of Shares, to abolish any one or more Series or Shares, and to  
take such other action with respect to the Shares as the Trustees may deem  
desirable.  
  
Under Article III, Section 4, the Trustees shall accept investments in the  
Trust from such persons and on such terms as they may from time to time  
authorize. Such investments may be in the form of cash or securities in  
which the appropriate Series is authorized to invest, valued as provided in  
Article X, Section 3. After the date of the initial contribution of capital, 
the number of Shares to represent the initial contribution may in the Trustees'
discretion be considered as outstanding and the amount received by the  
Trustees on account of the contribution shall be treated as an asset of the  
Trust. Subsequent investments in the Trust shall be credited to each  
Shareholder's account in the form of full shares at the Net Asset Value per  
Share next determined after the investment is received; provided, however,  
that the Trustees may, in their sole discretion, (a) impose a sales charge  
upon investments in the Trust and (b) issue fractional Shares.  
  
By a vote adopted on October 2, 1984 and amended on February 22, 1985,  
the Board of Trustees authorized the issue and sale of an unlimited number  
of shares of beneficial interest of this Trust in accordance with the terms  
included in the then current Registration Statement and subject to the  
limitations of the Declaration of Trust and any amendments thereto.  
  
I understand from you that, pursuant to Rule 24f-2 under the Investment  
Company Act of 1940, the Trust has registered an indefinite number of  
shares of beneficial interest under the Securities Act of 1933. I further  
understand that, pursuant to the provisions, of Rule 24f-2, the Trust is  
about to file with the Securities and Exchange Commission a notice making  
definite the registration of 301,692,038 shares of the Trust (the Shares)  
sold in reliance upon Rule 24f-2 during the fiscal year ended July 31, 1994.  
  
I am of the opinion that all necessary Trust action precedent to the issue of  
Shares has been duly taken, and that all Shares were legally and validly  
issued, and are fully paid and nonassessable, except as described in each  
Series' Statement of Additional Information under the heading  
"Shareholder and Trustee Liability". In rendering this opinion, I rely on the  
representation by the Trust that it or its agent received consideration for  
the Shares in accordance with the Trust's Declaration of Trust and I  
express no opinion as to compliance with the Securities Act of 1933, the  
Investment Company Act of 1940, or applicable state "Blue Sky" or  
securities laws in connection with sales of the Shares.  
  
I hereby consent to the filing of this opinion with the Securities and  
Exchange Commission in connection with a Rule 24f-2 Notice which you  
are about to file under the 1940 Act with said Commission.  
  
  
Very truly yours, 
/s/Arthur S. Loring 
Arthur S. Loring, Esq.  
Vice President - Legal