24F-2NT

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

"Rule 24f-2 Notice"

Fidelity Securities Fund


(Name of Registrant)

File No. 2-93601






U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2


Read instructions at end of Form Before preparing Form.
Please print or type.

1.  
Name and address of issuer:   Fidelity Securities Fund


82 Devonshire Street, Boston, MA, 02109


2.  
Name of each series or class of funds for which this notice is filed:

Fidelity Dividend Growth Fund


3.  
Investment Company Act File Number:   811-4118


        Securities Act File Number:   2-93601


4.  
Last day of fiscal year for which this notice is filed:    July 31, 1997


5.  
Check box if this notice is being filed more than 180 days after 
the close of the issuer's fiscal year for purposes of reporting securities 
sold after the close of the fiscal year but before termination of 
the issuer's 24f-2 declaration:

[ ]

6.  
Date of termination of issuer's declaration under rule 24f-2(a)(1), 
if applicable (see Instruction A.6):

7.  
Number and amount of securities of the same class or series which 
had been registered under the Securites Act of 1933 other than pursuant 
to rule 24f-2 in a prior fiscal year, but which remained unsold at 
the beginning of the fiscal year:

Number of Shares: 0


Aggregate Price:        0


8.  
Number and amount of securities registered during the fiscal year 
other than pursuant to rule 24f-2:

Number of Shares: 0


Aggregate Price:        0


9.  
Number and aggregate sale price of securities sold during the fiscal 
year:

Number of Shares: 195,020,638


Aggregate Price:        3,965,182,846





10.   
Number and aggregate sale price of securities sold during the fiscal 
year in reliance upon registration pursuant to rule 24f-2:

Number of Shares: 195,020,638


Aggregate Price:        3,965,182,846


11.   
Number and aggregate sale price of securities issued during the fiscal 
year in connection with dividend reinvestment plans, if applicable 
(see Instruction B.7):

12.   
Calculation of registration fee:

(i)   
Aggregate sale price of securities sold during the fiscal 

year in reliance on rule 24f-2 (from Item 10):      3,965,182,846
    

(ii)    
Aggregate price of shares issued in connection with 

dividend reinvestment plans (from Item 11, if applicable):  0
            

(iii)     
Aggregate price of shares redeemed or repurchased during 

the fiscal year (if applicable):        (1,871,350,875)
        

(iv)    
Aggregate price of shares redeemed or repurchased and previously 
applied as a reduction to filing fees pursuant to 

rule 24e-2 (if applicable):   0
          

(v)   
Net aggregate price of securities sold and issued during the fiscal 
year in reliance on rule 24f-2 [line (i), plus 

line (ii), less line (iii), plus line (iv)] (if applicable):    2,093,831,971
        

(vi)    
Multiplier prescribed by Section 6(b) of the Securities Act of 1933 
or other applicable law or regulation (see 

Instruction C.6): 1/3300
      

(vii)
Fee due [line (i) or line (v) muliplied by line (vi)]:      634,494.54
    

Instruction:   Issuers should complete lines (ii), (iii), (iv), and 
(v) only if the form is being filed within 60 

days after the close of the issuer's fiscal year. See Instruction 
C.3.

13.   
Check box if fees are being remitted to the Commission's lockbox 
depository as described in section 3a of the Commission's Rules of 
Informal and Other Procedures (17 CFR 202.3a).

[n]

Date of mailing or wire transfer of filing fees to the Commission's 
lockbox depository:

September 18, 1997


SIGNATURES

This report has been signed below by the following persons on behalf 
of the issuer and in the capacities and on the dates indicated.

By (Signature and Title)*     John H. Costello
          

        Assistant Treasurer
        

Date        September 26, 1997



* Please print the name and title of the signing officer below the 
signature.






U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2


Read instructions at end of Form Before preparing Form.
Please print or type.

1.  
Name and address of issuer:   Fidelity Securities Fund


82 Devonshire Street, Boston, MA, 02109


2.  
Name of each series or class of funds for which this notice is filed:

Fidelity Blue Chip Growth Fund


3.  
Investment Company Act File Number:   811-4118


        Securities Act File Number:   2-93601


4.  
Last day of fiscal year for which this notice is filed:    July 31, 1997


5.  
Check box if this notice is being filed more than 180 days after 
the close of the issuer's fiscal year for purposes of reporting securities 
sold after the close of the fiscal year but before termination of 
the issuer's 24f-2 declaration:

[ ]

6.  
Date of termination of issuer's declaration under rule 24f-2(a)(1), 
if applicable (see Instruction A.6):

7.  
Number and amount of securities of the same class or series which 
had been registered under the Securites Act of 1933 other than pursuant 
to rule 24f-2 in a prior fiscal year, but which remained unsold at 
the beginning of the fiscal year:

Number of Shares: 0


Aggregate Price:        0


8.  
Number and amount of securities registered during the fiscal year 
other than pursuant to rule 24f-2:

Number of Shares: 0


Aggregate Price:        0


9.  
Number and aggregate sale price of securities sold during the fiscal 
year:

Number of Shares: 131,869,093


Aggregate Price:        4,414,335,959





10.   
Number and aggregate sale price of securities sold during the fiscal 
year in reliance upon registration pursuant to rule 24f-2:

Number of Shares: 131,869,093


Aggregate Price:        4,414,335,959


11.   
Number and aggregate sale price of securities issued during the fiscal 
year in connection with dividend reinvestment plans, if applicable 
(see Instruction B.7):

12.   
Calculation of registration fee:

(i)   
Aggregate sale price of securities sold during the fiscal 

year in reliance on rule 24f-2 (from Item 10):      4,414,335,959
    

(ii)    
Aggregate price of shares issued in connection with 

dividend reinvestment plans (from Item 11, if applicable):  0
            

(iii)     
Aggregate price of shares redeemed or repurchased during 

the fiscal year (if applicable):        (2,887,001,236)
        

(iv)    
Aggregate price of shares redeemed or repurchased and previously 
applied as a reduction to filing fees pursuant to 

rule 24e-2 (if applicable):   0
          

(v)   
Net aggregate price of securities sold and issued during the fiscal 
year in reliance on rule 24f-2 [line (i), plus 

line (ii), less line (iii), plus line (iv)] (if applicable):    1,527,334,723
        

(vi)    
Multiplier prescribed by Section 6(b) of the Securities Act of 1933 
or other applicable law or regulation (see 

Instruction C.6): 1/3300
      

(vii)
Fee due [line (i) or line (v) muliplied by line (vi)]:      462,828.70
    

Instruction:   Issuers should complete lines (ii), (iii), (iv), and 
(v) only if the form is being filed within 60 

days after the close of the issuer's fiscal year. See Instruction 
C.3.

13.   
Check box if fees are being remitted to the Commission's lockbox 
depository as described in section 3a of the Commission's Rules of 
Informal and Other Procedures (17 CFR 202.3a).

[n]

Date of mailing or wire transfer of filing fees to the Commission's 
lockbox depository:

September 18, 1997


SIGNATURES

This report has been signed below by the following persons on behalf 
of the issuer and in the capacities and on the dates indicated.

By (Signature and Title)*     John H. Costello
          

        Assistant Treasurer
        

Date        September 26, 1997



* Please print the name and title of the signing officer below the 
signature.






U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2


Read instructions at end of Form Before preparing Form.
Please print or type.

1.  
Name and address of issuer:   Fidelity Securities Fund


82 Devonshire Street, Boston, MA, 02109


2.  
Name of each series or class of funds for which this notice is filed:

Fidelity Growth & Income Portfolio


3.  
Investment Company Act File Number:   811-4118


        Securities Act File Number:   2-93601


4.  
Last day of fiscal year for which this notice is filed:    July 31, 1997


5.  
Check box if this notice is being filed more than 180 days after 
the close of the issuer's fiscal year for purposes of reporting securities 
sold after the close of the fiscal year but before termination of 
the issuer's 24f-2 declaration:

[ ]

6.  
Date of termination of issuer's declaration under rule 24f-2(a)(1), 
if applicable (see Instruction A.6):

7.  
Number and amount of securities of the same class or series which 
had been registered under the Securites Act of 1933 other than pursuant 
to rule 24f-2 in a prior fiscal year, but which remained unsold at 
the beginning of the fiscal year:

Number of Shares: 0


Aggregate Price:        0


8.  
Number and amount of securities registered during the fiscal year 
other than pursuant to rule 24f-2:

Number of Shares: 0


Aggregate Price:        0


9.  
Number and aggregate sale price of securities sold during the fiscal 
year:

Number of Shares: 385,326,054


Aggregate Price:        12,208,930,843





10.   
Number and aggregate sale price of securities sold during the fiscal 
year in reliance upon registration pursuant to rule 24f-2:

Number of Shares: 385,326,054


Aggregate Price:        12,208,930,843


11.   
Number and aggregate sale price of securities issued during the fiscal 
year in connection with dividend reinvestment plans, if applicable 
(see Instruction B.7):

12.   
Calculation of registration fee:

(i)   
Aggregate sale price of securities sold during the fiscal 

year in reliance on rule 24f-2 (from Item 10):      12,208,930,843
    

(ii)    
Aggregate price of shares issued in connection with 

dividend reinvestment plans (from Item 11, if applicable):  0
            

(iii)     
Aggregate price of shares redeemed or repurchased during 

the fiscal year (if applicable):        (5,621,524,676)
        

(iv)    
Aggregate price of shares redeemed or repurchased and previously 
applied as a reduction to filing fees pursuant to 

rule 24e-2 (if applicable):   0
          

(v)   
Net aggregate price of securities sold and issued during the fiscal 
year in reliance on rule 24f-2 [line (i), plus 

line (ii), less line (iii), plus line (iv)] (if applicable):    6,587,406,167
        

(vi)    
Multiplier prescribed by Section 6(b) of the Securities Act of 1933 
or other applicable law or regulation (see 

Instruction C.6): 1/3300
      

(vii)
Fee due [line (i) or line (v) muliplied by line (vi)]:      1,996,183.69
    

Instruction:   Issuers should complete lines (ii), (iii), (iv), and 
(v) only if the form is being filed within 60 

days after the close of the issuer's fiscal year. See Instruction 
C.3.

13.   
Check box if fees are being remitted to the Commission's lockbox 
depository as described in section 3a of the Commission's Rules of 
Informal and Other Procedures (17 CFR 202.3a).

[n]

Date of mailing or wire transfer of filing fees to the Commission's 
lockbox depository:

September 18, 1997


SIGNATURES

This report has been signed below by the following persons on behalf 
of the issuer and in the capacities and on the dates indicated.

By (Signature and Title)*     John H. Costello
          

        Assistant Treasurer
        

Date        September 26, 1997



* Please print the name and title of the signing officer below the 
signature.






U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2


Read instructions at end of Form Before preparing Form.
Please print or type.

1.  
Name and address of issuer:   Fidelity Securities Fund


82 Devonshire Street, Boston, MA, 02109


2.  
Name of each series or class of funds for which this notice is filed:

Fidelity OTC Portfolio


3.  
Investment Company Act File Number:   811-4118


        Securities Act File Number:   2-93601


4.  
Last day of fiscal year for which this notice is filed:    July 31, 1997


5.  
Check box if this notice is being filed more than 180 days after 
the close of the issuer's fiscal year for purposes of reporting securities 
sold after the close of the fiscal year but before termination of 
the issuer's 24f-2 declaration:

[ ]

6.  
Date of termination of issuer's declaration under rule 24f-2(a)(1), 
if applicable (see Instruction A.6):

7.  
Number and amount of securities of the same class or series which 
had been registered under the Securites Act of 1933 other than pursuant 
to rule 24f-2 in a prior fiscal year, but which remained unsold at 
the beginning of the fiscal year:

Number of Shares: 0


Aggregate Price:        0


8.  
Number and amount of securities registered during the fiscal year 
other than pursuant to rule 24f-2:

Number of Shares: 0


Aggregate Price:        0


9.  
Number and aggregate sale price of securities sold during the fiscal 
year:

Number of Shares: 104,213,163


Aggregate Price:        3,414,778,610





10.   
Number and aggregate sale price of securities sold during the fiscal 
year in reliance upon registration pursuant to rule 24f-2:

Number of Shares: 104,213,163


Aggregate Price:        3,414,778,610


11.   
Number and aggregate sale price of securities issued during the fiscal 
year in connection with dividend reinvestment plans, if applicable 
(see Instruction B.7):

12.   
Calculation of registration fee:

(i)   
Aggregate sale price of securities sold during the fiscal 

year in reliance on rule 24f-2 (from Item 10):      3,414,778,610
    

(ii)    
Aggregate price of shares issued in connection with 

dividend reinvestment plans (from Item 11, if applicable):  0
            

(iii)     
Aggregate price of shares redeemed or repurchased during 

the fiscal year (if applicable):        (2,771,726,381)
        

(iv)    
Aggregate price of shares redeemed or repurchased and previously 
applied as a reduction to filing fees pursuant to 

rule 24e-2 (if applicable):   0
          

(v)   
Net aggregate price of securities sold and issued during the fiscal 
year in reliance on rule 24f-2 [line (i), plus 

line (ii), less line (iii), plus line (iv)] (if applicable):    643,052,229
        

(vi)    
Multiplier prescribed by Section 6(b) of the Securities Act of 1933 
or other applicable law or regulation (see 

Instruction C.6): 1/3300
      

(vii)
Fee due [line (i) or line (v) muliplied by line (vi)]:      194,864.31
    

Instruction:   Issuers should complete lines (ii), (iii), (iv), and 
(v) only if the form is being filed within 60 

days after the close of the issuer's fiscal year. See Instruction 
C.3.

13.   
Check box if fees are being remitted to the Commission's lockbox 
depository as described in section 3a of the Commission's Rules of 
Informal and Other Procedures (17 CFR 202.3a).

[n]

Date of mailing or wire transfer of filing fees to the Commission's 
lockbox depository:

September 18, 1997


SIGNATURES

This report has been signed below by the following persons on behalf 
of the issuer and in the capacities and on the dates indicated.

By (Signature and Title)*     John H. Costello
          

        Assistant Treasurer
        

Date        September 26, 1997



* Please print the name and title of the signing officer below the 
signature.

EX-99

September 18, 1997
Mr. John Costello, Assistant Treasurer
Fidelity Securities Fund (the trust):
Fidelity Blue Chip Growth Fund 
Fidelity Dividend Growth Fund 
Fidelity Growth & Income Portfolio 
Fidelity OTC Portfolio (the funds)
82 Devonshire Street
Boston, Massachusetts 02109
Dear Mr. Costello:
Fidelity Securities Fund is a Massachusetts business trust created 
under written Declaration of Trust dated October 1, 1984, which 
was executed and delivered in Boston, Massachusetts on October 
2, 1984.  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 office 
of 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.
Capitalized terms used herein, and not otherwise herein defined, 
are used as defined in the Declaration of Trust.
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 non assessable.  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 of 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 of the trust 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 1, 1984 and amended on February 
22, 1985, the Board of Trustees authorized the issue and sale, from 
time to time, of an unlimited number of shares of beneficial 
interest of the trust in accordance with the terms included in the 
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 amount 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 intends to file with the 
Securities and Exchange Commission a Notice making definite the 
registration of 816,428,948 shares of the trust (the "Shares") sold 
in reliance upon Rule 24f-2 during the fiscal year ended July 31, 
1997.
I am of the opinion that all necessary trust action precedent to the 
issue of Shares has been duly taken, and that all the Shares were 
legally and validly issued, and are fully paid and non assessable, 
except as described in the fund's Statements 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 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.
Sincerely,
/s/Arthur S. Loring, Esq.
Arthur S. Loring
Vice President- Legal