UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-4118

Fidelity Securities Fund
(Exact name of registrant as specified in charter)

82 Devonshire St., Boston, Massachusetts 02109
(Address of principal executive offices) (Zip code)

Scott C. Goebel, Secretary

82 Devonshire St.

Boston, Massachusetts 02109
(Name and address of agent for service)

Registrant's telephone number, including area code: 617-563-7000

Date of fiscal year end:	July 31

Date of reporting period:	July 31, 2011

Item 1. Reports to Stockholders

Fidelity®

Blue Chip Growth

Fund

Annual Report

July 31, 2011
(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	The Chairman's message to shareholders.
Performance	<Click Here>	How the fund has done over time.
Management's Discussion of Fund Performance	<Click Here>	The Portfolio Manager's review of fund performance and strategy.
Shareholder Expense Example	<Click Here>	An example of shareholder expenses.
Investment Changes	<Click Here>	A summary of major shifts in the fund's investments over the past six months.
Investments	<Click Here>	A complete list of the fund's investments with their market values.
Financial Statements	<Click Here>	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	<Click Here>	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	<Click Here>
Trustees and Officers	<Click Here>
Distributions	<Click Here>
Board Approval of Investment Advisory Contracts and Management Fees	<Click Here>

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

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

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

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

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_James_C_Curvey)

Dear Shareholder:

The second half of 2011 began with U.S. equities continuing to give back some of the gains achieved earlier in the year. In the days leading up to July 31, markets were shaken by a political stalemate in which Congress struggled to address the debt ceiling issue before an early-August deadline. The resulting uncertainty held back markets in July, the third consecutive monthly decline for equities, effectively reversing the positive momentum seen through the end of April. Financial markets are always unpredictable, of course, but there are several time-tested investment principles that can help put the odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There can be tax advantages and cost benefits to consider as well. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best-performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

(The acting chairman's signature appears here.)

James C. Curvey
Acting Chairman

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended July 31, 2011	Past 1 year	Past 5 years	Past 10 years
Fidelity® Blue Chip Growth Fund	28.12%	6.75%	2.75%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Blue Chip Growth Fund, a class of the fund, on July 31, 2001. The chart shows how the value of your investment would have changed, and also shows how the Russell 1000® Growth Index performed over the same period.

fid432875

Annual Report

Management's Discussion of Fund Performance

Market Recap: U.S. stocks registered solid double-digit gains for the 12 months ending July 31, 2011, extending a rally that began more than two years earlier. Despite a rough start in August 2010, markets turned positive in September, as increased demand for capital goods and other upbeat indicators trumped investor worry about a U.S. recessionary relapse. The broad market, as measured by the S&P 500® Index, rose 9% that month, its biggest September gain in 71 years. Seven more monthly advances followed, fueled by encouraging corporate earnings and economic activity. However, volatility picked up in the period's latter months, as markets reacted to continued high U.S. unemployment, nagging debt troubles in Europe and looming legislative battles over the federal debt ceiling. May unemployment rose above 9% for the first time in 2011, contributing to a traditional "June swoon" for stocks. Market uncertainty lingered in July, when the S&P 500® posted its second-biggest monthly loss of the period. For the full year, the S&P 500® climbed 19.65%, while the blue-chip-laden Dow Jones Industrial Average^SM rose a comparable 19.09% and the technology-heavy Nasdaq Composite® Index gained 23.40%. On the capitalization spectrum, stocks of mid-cap companies fared best, with the Russell Midcap® Index rising 24.51% and the small-cap Russell 2000® Index adding 23.92%.

Comments from Sonu Kalra, Portfolio Manager of Fidelity® Blue Chip Growth Fund: For the year, the fund's Retail Class shares rose 28.12%, solidly outpacing the 24.76% return of the Russell 1000®Growth Index. Security selection drove the fund's outperformance, mainly within technology, consumer discretionary and consumer staples. The top individual contributor was an underweighting in Cisco Systems. This producer of networking and communications tech products missed earnings estimates and its core IP (Internet protocol) switching business came under pressure from lower-cost competitors. Cisco was removed from the Russell 1000® Growth Index in June as part of the benchmark's annual rebalancing. Elsewhere, tech giant Apple - the fund's largest holding - helped, as did coal producer Massey Energy, which was acquired by Alpha Natural Resources. From an industry perspective, positioning in diversified financials hurt the most. Not owning index constituent International Business Machines was the biggest individual detractor, as the IT solutions/consulting services provider delivered solid earnings growth through disciplined operational expense management and also bought back some of its stock. Diversified financials firm Citigroup also hampered results. Some of the names I've mentioned in this review were not in the index, and some were sold by period end.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2011 to July 31, 2011).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

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

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

Annual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio	Beginning Account Value February 1, 2011	Ending Account Value July 31, 2011	Expenses Paid During Period* February 1, 2011 to July 31, 2011
Blue Chip Growth	.94%
Actual		$ 1,000.00	$ 1,040.60	$ 4.76
Hypothetical ^A		$ 1,000.00	$ 1,020.13	$ 4.71
Class K	.78%
Actual		$ 1,000.00	$ 1,041.70	$ 3.95
Hypothetical ^A		$ 1,000.00	$ 1,020.93	$ 3.91
Class F	.73%
Actual		$ 1,000.00	$ 1,041.90	$ 3.70
Hypothetical ^A		$ 1,000.00	$ 1,021.17	$ 3.66

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	8.1	6.9
Google, Inc. Class A	4.7	3.7
Amazon.com, Inc.	2.4	2.0
QUALCOMM, Inc.	2.3	3.0
Halliburton Co.	2.0	0.8
Exxon Mobil Corp.	2.0	3.1
Philip Morris International, Inc.	1.8	1.5
The Coca-Cola Co.	1.8	1.5
McDonald's Corp.	1.7	0.7
Oracle Corp.	1.6	1.5
	28.4
Top Five Market Sectors as of July 31, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	33.8	36.7
Consumer Discretionary	19.2	16.9
Energy	10.8	10.4
Consumer Staples	10.6	7.3
Health Care	9.9	6.7

Asset Allocation (% of fund's net assets)
As of July 31, 2011*			As of January 31, 2011**
	Stocks 99.6%			Stocks 99.8%
	Convertible Securities 0.2%			Convertible Securities 0.0%
	Short-Term Investments and Net Other Assets 0.2%			Short-Term Investments and Net Other Assets 0.2%
* Foreign investments		13.0%	** Foreign investments		11.2%

fid432887

Annual Report

Investments July 31, 2011

Showing Percentage of Net Assets

Common Stocks - 98.3%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 17.8%
Auto Components - 0.6%
Lear Corp.	136,700		$ 6,698
Tenneco, Inc. (a)	697,298		27,850
TRW Automotive Holdings Corp. (a)	772,100		38,968
Visteon Corp. (a)	173,100		10,853
			84,369
Automobiles - 1.0%
Bayerische Motoren Werke AG (BMW)	428,637		43,001
Brilliance China Automotive Holdings Ltd. (a)	4,058,000		5,181
Hyundai Motor Co.	75,033		16,725
Kia Motors Corp.	152,660		11,207
Tesla Motors, Inc. (a)(d)	2,597,600		73,174
			149,288
Diversified Consumer Services - 1.3%
Coinstar, Inc. (a)(d)	249,427		12,187
New Oriental Education & Technology Group, Inc. sponsored ADR (a)	101,800		13,003
Weight Watchers International, Inc.	2,086,172		161,032
			186,222
Hotels, Restaurants & Leisure - 5.2%
Arcos Dorados Holdings, Inc.	1,324,400		31,070
Bravo Brio Restaurant Group, Inc.	750,800		16,780
Brinker International, Inc.	758,000		18,207
Chipotle Mexican Grill, Inc. (a)	145,100		47,097
Dunkin' Brands Group, Inc.	855,100		24,738
Jubilant Foodworks Ltd. (a)	533,088		10,305
Las Vegas Sands Corp. (a)	2,155,000		101,673
Life Time Fitness, Inc. (a)	120,100		5,015
McDonald's Corp.	2,853,430		246,765
MGM Mirage, Inc. (a)(d)	1,149,700		17,372
Panera Bread Co. Class A (a)	254,800		29,381
Starbucks Corp.	2,904,900		116,457
WMS Industries, Inc. (a)	262,500		7,237
Wyndham Worldwide Corp.	1,100,485		38,066
Yum! Brands, Inc.	756,700		39,969
			750,132
Household Durables - 0.2%
Beazer Homes USA, Inc. (a)(d)	3,151,700		9,140
SodaStream International Ltd.	255,200		18,719
			27,859
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Internet & Catalog Retail - 3.1%
Amazon.com, Inc. (a)	1,544,600		$ 343,704
Netflix, Inc. (a)	70,900		18,859
Priceline.com, Inc. (a)	157,000		84,411
			446,974
Media - 0.5%
DISH Network Corp. Class A (a)	1,251,100		37,070
Focus Media Holding Ltd. ADR (a)(d)	528,900		17,396
Pandora Media, Inc.	35,800		540
ReachLocal, Inc. (a)(d)	720,300		13,102
			68,108
Multiline Retail - 1.5%
Macy's, Inc.	4,195,000		121,110
Target Corp.	1,785,179		91,919
			213,029
Specialty Retail - 2.4%
Abercrombie & Fitch Co. Class A	126,600		9,257
Ascena Retail Group, Inc. (a)	1,118,600		36,153
AutoZone, Inc. (a)	9,500		2,712
Bed Bath & Beyond, Inc. (a)	616,900		36,082
Chico's FAS, Inc.	1,336,300		20,165
Cia.Hering SA	254,600		5,456
Dick's Sporting Goods, Inc. (a)	377,400		13,964
Foot Locker, Inc.	1,330,800		28,918
Francescas Holdings Corp.	280,300		7,361
Limited Brands, Inc.	1,414,800		53,564
Ross Stores, Inc.	179,600		13,608
rue21, Inc. (a)(d)	200,000		6,574
Teavana Holdings, Inc.	19,300		544
TJX Companies, Inc.	1,562,740		86,420
Ulta Salon, Cosmetics & Fragrance, Inc. (a)	342,500		21,588
Vitamin Shoppe, Inc. (a)	195,000		8,494
			350,860
Textiles, Apparel & Luxury Goods - 2.0%
Arezzo Industria e Comercio SA	1,121,000		16,050
Coach, Inc.	169,300		10,930
Crocs, Inc. (a)	1,421,500		44,536
Deckers Outdoor Corp. (a)	180,800		17,944
Fossil, Inc. (a)	425,600		53,485
Gitanjali Gems Ltd.	2,187,799		15,333
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Textiles, Apparel & Luxury Goods - continued
NIKE, Inc. Class B	603,000		$ 54,360
Polo Ralph Lauren Corp. Class A	130,200		17,586
Steven Madden Ltd. (a)	271,950		10,361
Under Armour, Inc. Class A (sub. vtg.) (a)(d)	440,600		32,344
Vera Bradley, Inc. (d)	354,325		12,851
			285,780
TOTAL CONSUMER DISCRETIONARY			2,562,621
CONSUMER STAPLES - 10.6%
Beverages - 3.4%
Anheuser-Busch InBev SA NV ADR	504,500		29,049
Dr Pepper Snapple Group, Inc.	2,421,400		91,432
Hansen Natural Corp. (a)	680,600		52,148
PepsiCo, Inc.	932,800		59,737
The Coca-Cola Co.	3,769,700		256,377
			488,743
Food & Staples Retailing - 2.7%
Casey's General Stores, Inc.	258,600		11,637
Chefs' Warehouse Holdings	198,400		3,522
Costco Wholesale Corp.	578,700		45,283
CVS Caremark Corp.	2,635,400		95,797
Droga Raia SA	635,700		11,782
Sun Art Retail Group Ltd.	977,500		1,257
Walgreen Co.	3,296,100		128,680
Whole Foods Market, Inc.	1,463,100		97,589
			395,547
Food Products - 1.6%
Calbee, Inc.	408,300		17,188
Danone	396,900		28,400
Dean Foods Co. (a)	1,170,900		12,903
Diamond Foods, Inc. (d)	271,500		19,437
Green Mountain Coffee Roasters, Inc. (a)	1,222,600		127,089
Mead Johnson Nutrition Co. Class A	277,200		19,784
			224,801
Personal Products - 0.6%
Estee Lauder Companies, Inc. Class A	684,100		71,769
Herbalife Ltd.	296,461		16,519
			88,288
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Tobacco - 2.3%
Altria Group, Inc.	1,081,100		$ 28,433
Lorillard, Inc.	412,100		43,773
Philip Morris International, Inc.	3,608,500		256,817
			329,023
TOTAL CONSUMER STAPLES			1,526,402
ENERGY - 10.8%
Energy Equipment & Services - 5.6%
Baker Hughes, Inc.	1,249,800		96,710
Cameron International Corp. (a)	208,800		11,680
Carbo Ceramics, Inc.	129,800		20,258
Halliburton Co.	5,300,800		290,113
Helmerich & Payne, Inc.	218,100		15,060
ION Geophysical Corp. (a)	606,700		6,152
National Oilwell Varco, Inc.	1,180,000		95,073
Schlumberger Ltd.	2,556,100		230,995
Transocean Ltd. (United States)	680,000		41,861
			807,902
Oil, Gas & Consumable Fuels - 5.2%
Alpha Natural Resources, Inc. (a)	1,894,799		80,927
Amyris, Inc.	34,657		802
Anadarko Petroleum Corp.	194,800		16,083
Cabot Oil & Gas Corp.	768,300		56,916
Chesapeake Energy Corp.	772,800		26,546
Chevron Corp.	715,000		74,374
Continental Resources, Inc. (a)	271,700		18,636
EV Energy Partners LP	241,100		16,969
Exxon Mobil Corp.	3,501,900		279,417
Hess Corp.	419,900		28,788
Marathon Petroleum Corp.	383,200		16,780
Occidental Petroleum Corp.	1,137,600		111,690
Solazyme, Inc.	180,800		4,131
Western Refining, Inc. (a)(d)	889,200		18,166
			750,225
TOTAL ENERGY			1,558,127
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - 2.4%
Capital Markets - 0.3%
Morgan Stanley	1,693,400		$ 37,678
Commercial Banks - 0.2%
HDFC Bank Ltd.	1,262,465		13,895
ICICI Bank Ltd.	666,777		15,588
			29,483
Consumer Finance - 0.4%
Discover Financial Services	1,578,300		40,420
Shriram Transport Finance Co. Ltd.	1,309,840		18,978
			59,398
Diversified Financial Services - 1.3%
Citigroup, Inc.	4,889,020		187,445
Real Estate Management & Development - 0.2%
Parsvnath Developers Ltd. (a)(e)	21,771,340		22,924
Thrifts & Mortgage Finance - 0.0%
Housing Development Finance Corp. Ltd.	335,144		5,223
TOTAL FINANCIALS			342,151
HEALTH CARE - 9.8%
Biotechnology - 2.5%
Alexion Pharmaceuticals, Inc. (a)	622,900		35,381
Alkermes, Inc. (a)	917,100		15,811
Amarin Corp. PLC ADR (a)	1,645,200		22,276
Amylin Pharmaceuticals, Inc. (a)	1,832,100		21,820
ARIAD Pharmaceuticals, Inc. (a)	1,000,000		11,890
Biogen Idec, Inc. (a)	516,000		52,565
Cepheid, Inc. (a)	94,400		3,565
Exelixis, Inc. (a)	2,913,200		22,432
Human Genome Sciences, Inc. (a)	1,012,500		21,273
InterMune, Inc. (a)	778,802		25,996
Micromet, Inc. (a)	1,322,420		7,485
Pharmasset, Inc. (a)	64,800		7,865
Regeneron Pharmaceuticals, Inc. (a)	137,500		7,296
Vertex Pharmaceuticals, Inc. (a)	2,107,300		109,285
			364,940
Health Care Equipment & Supplies - 1.2%
C. R. Bard, Inc.	117,200		11,565
Covidien PLC	1,321,600		67,124
Edwards Lifesciences Corp. (a)	165,100		11,780
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
Mako Surgical Corp. (a)	200,000		$ 5,762
The Cooper Companies, Inc.	564,072		43,146
Volcano Corp. (a)	186,400		5,855
William Demant Holding A/S (a)	126,000		11,057
Zoll Medical Corp. (a)	130,900		9,118
			165,407
Health Care Providers & Services - 3.5%
Accretive Health, Inc. (a)	642,000		19,286
Aetna, Inc.	217,900		9,041
AmerisourceBergen Corp.	176,900		6,777
Apollo Hospitals Enterprise Ltd.	649,448		7,742
CIGNA Corp.	382,800		19,052
Express Scripts, Inc. (a)	2,271,280		123,240
Humana, Inc.	311,100		23,202
McKesson Corp.	1,148,000		93,126
Medco Health Solutions, Inc. (a)	2,014,100		126,647
Omnicare, Inc.	50,300		1,534
UnitedHealth Group, Inc.	660,000		32,756
Universal Health Services, Inc. Class B	325,200		16,143
WellPoint, Inc.	266,900		18,029
			496,575
Health Care Technology - 0.5%
Cerner Corp. (a)	978,200		65,041
SXC Health Solutions Corp. (a)	163,800		10,367
			75,408
Life Sciences Tools & Services - 0.2%
Illumina, Inc. (a)	220,400		13,764
Sequenom, Inc. (a)(d)	2,457,600		17,351
			31,115
Pharmaceuticals - 1.9%
Allergan, Inc.	126,100		10,253
AVANIR Pharmaceuticals Class A (a)(d)	1,264,000		4,740
Elan Corp. PLC sponsored ADR (a)	2,231,100		24,676
Endocyte, Inc.	1,477,700		19,698
GlaxoSmithKline PLC sponsored ADR	345,300		15,338
Johnson & Johnson	1,943,800		125,939
Novo Nordisk A/S Series B	76,779		9,391
Sanofi-Aventis sponsored ADR	371,600		14,400
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Pharmaceuticals - continued
Shire PLC sponsored ADR	152,700		$ 15,881
Valeant Pharmaceuticals International, Inc. (Canada)	499,900		27,517
			267,833
TOTAL HEALTH CARE			1,401,278
INDUSTRIALS - 9.4%
Aerospace & Defense - 3.7%
BE Aerospace, Inc. (a)	177,700		7,072
Honeywell International, Inc.	940,800		49,956
Precision Castparts Corp.	787,600		127,103
The Boeing Co.	2,166,100		152,645
United Technologies Corp.	2,463,600		204,085
			540,861
Air Freight & Logistics - 0.4%
United Parcel Service, Inc. Class B	769,600		53,272
Airlines - 0.2%
Copa Holdings SA Class A	426,600		27,989
Building Products - 0.2%
Armstrong World Industries, Inc.	920,900		36,376
Commercial Services & Supplies - 0.1%
Swisher Hygiene, Inc. (g)	1,159,960		5,243
Swisher Hygiene, Inc. (g)	935,531		3,806
			9,049
Construction & Engineering - 0.9%
Fluor Corp.	1,660,700		105,504
KBR, Inc.	550,900		19,640
			125,144
Electrical Equipment - 0.3%
Polypore International, Inc. (a)	667,500		45,390
Industrial Conglomerates - 1.2%
Carlisle Companies, Inc.	319,900		13,829
Danaher Corp.	2,360,600		115,929
General Electric Co.	2,358,000		42,232
			171,990
Machinery - 1.7%
Caterpillar, Inc.	446,300		44,090
Cummins, Inc.	730,900		76,657
Fanuc Corp.	169,500		32,176
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Machinery - continued
Ingersoll-Rand Co. Ltd.	921,300		$ 34,475
Jain Irrigation Systems Ltd.	780,008		3,073
Kennametal, Inc.	176,100		6,944
Pall Corp.	443,900		22,009
WABCO Holdings, Inc. (a)	399,900		25,214
			244,638
Road & Rail - 0.6%
CSX Corp.	787,200		19,342
Union Pacific Corp.	649,400		66,551
			85,893
Trading Companies & Distributors - 0.1%
Mills Estruturas e Servicos de Engenharia SA	827,400		11,201
TOTAL INDUSTRIALS			1,351,803
INFORMATION TECHNOLOGY - 33.8%
Communications Equipment - 3.6%
Alcatel-Lucent SA sponsored ADR (a)	25,984,395		105,237
Cisco Systems, Inc.	1,378,300		22,011
HTC Corp.	23,300		692
Juniper Networks, Inc. (a)	2,002,700		46,843
Polycom, Inc. (a)	847,300		22,903
QUALCOMM, Inc.	6,009,000		329,173
Riverbed Technology, Inc. (a)	700		20
			526,879
Computers & Peripherals - 10.0%
Apple, Inc. (a)	2,968,300		1,159,056
EMC Corp. (a)	3,372,000		87,942
Fusion-io, Inc.	100,600		2,979
NetApp, Inc. (a)(d)	2,672,700		127,007
SanDisk Corp. (a)	1,455,800		61,915
			1,438,899
Electronic Equipment & Components - 0.1%
Fabrinet (a)	683,381		10,524
TE Connectivity Ltd.	155,045		5,338
			15,862
Internet Software & Services - 7.2%
Baidu.com, Inc. sponsored ADR (a)	198,700		31,210
eBay, Inc. (a)	3,588,840		117,535
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Internet Software & Services - continued
Facebook, Inc. Class B (a)(g)	636,167		$ 15,904
Google, Inc. Class A (a)	1,115,967		673,698
GREE, Inc.	356,900		8,194
IAC/InterActiveCorp (a)	463,500		19,184
INFO Edge India Ltd.	293,110		4,969
Mail.ru Group Ltd. GDR (a)(f)	1,193,100		42,618
OpenTable, Inc. (a)	139,651		9,896
Rackspace Hosting, Inc. (a)	1,959,600		78,384
SINA Corp. (a)	60,100		6,496
Velti PLC (a)	1,398,000		23,081
			1,031,169
IT Services - 2.7%
Accenture PLC Class A	698,100		41,286
Cognizant Technology Solutions Corp. Class A (a)	1,541,100		107,677
MasterCard, Inc. Class A	611,400		185,407
ServiceSource International, Inc. (d)	322,900		6,025
Visa, Inc. Class A	524,923		44,902
			385,297
Semiconductors & Semiconductor Equipment - 3.9%
Altera Corp.	1,336,000		54,616
Avago Technologies Ltd.	3,152,700		106,025
Broadcom Corp. Class A	3,610,500		133,841
Freescale Semiconductor Holdings I Ltd.	1,955,069		31,926
GT Solar International, Inc. (a)(d)	1,567,100		21,375
Marvell Technology Group Ltd. (a)	3,088,986		45,779
NVIDIA Corp. (a)	6,614,973		91,485
NXP Semiconductors NV	2,090,000		41,340
PMC-Sierra, Inc. (a)	4,712,600		32,941
			559,328
Software - 6.3%
BroadSoft, Inc. (a)	815,700		23,827
Check Point Software Technologies Ltd. (a)	1,510,000		87,052
Citrix Systems, Inc. (a)	363,000		26,151
Electronic Arts, Inc. (a)	1,201,000		26,722
Informatica Corp. (a)	1,168,000		59,720
Microsoft Corp.	4,475,400		122,626
MicroStrategy, Inc. Class A (a)	44,800		7,140
Nuance Communications, Inc. (a)	1,265,900		25,331
Oracle Corp.	7,566,300		231,377
QLIK Technologies, Inc.	1,011,763		30,667
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
RealPage, Inc. (d)	66,073		$ 1,589
Red Hat, Inc. (a)	1,604,700		67,526
Rovi Corp. (a)	150,200		7,956
salesforce.com, Inc. (a)	730,265		105,677
VMware, Inc. Class A (a)	860,700		86,363
			909,724
TOTAL INFORMATION TECHNOLOGY			4,867,158
MATERIALS - 3.7%
Chemicals - 2.6%
Celanese Corp. Class A	268,700		14,813
CF Industries Holdings, Inc.	591,800		91,918
E.I. du Pont de Nemours & Co.	676,000		34,760
LyondellBasell Industries NV Class A	1,734,300		68,435
Monsanto Co.	240,700		17,687
Potash Corp. of Saskatchewan, Inc.	252,800		14,595
Rockwood Holdings, Inc. (a)	572,600		34,625
The Mosaic Co.	1,343,700		95,026
			371,859
Containers & Packaging - 0.1%
Ball Corp.	365,600		14,185
Metals & Mining - 1.0%
Carpenter Technology Corp.	733,325		42,122
Freeport-McMoRan Copper & Gold, Inc.	1,615,000		85,530
Royal Gold, Inc.	188,800		12,102
			139,754
TOTAL MATERIALS			525,798
TOTAL COMMON STOCKS (Cost $10,729,699)		14,135,338
Preferred Stocks - 1.5%

Convertible Preferred Stocks - 0.2%
CONSUMER DISCRETIONARY - 0.1%
Textiles, Apparel & Luxury Goods - 0.1%
Michael Kors Holdings Ltd. (a)(g)	325,704		15,000
Preferred Stocks - continued
	Shares		Value (000s)
Convertible Preferred Stocks - continued
HEALTH CARE - 0.1%
Pharmaceuticals - 0.1%
Merrimack Pharmaceuticals, Inc. Series G (g)	2,142,858		$ 15,000
TOTAL CONVERTIBLE PREFERRED STOCKS			30,000
Nonconvertible Preferred Stocks - 1.3%
CONSUMER DISCRETIONARY - 1.3%
Automobiles - 1.3%
Porsche Automobil Holding SE (Germany)	1,026,800		79,197
Volkswagen AG	547,800		109,762
			188,959
TOTAL PREFERRED STOCKS (Cost $171,905)		218,959
Money Market Funds - 1.0%

Fidelity Securities Lending Cash Central Fund, 0.15% (b)(c) (Cost $146,021)	146,021,398		146,021
TOTAL INVESTMENT PORTFOLIO - 100.8% (Cost $11,047,625)			14,500,318
NET OTHER ASSETS (LIABILITIES) - (0.8)%			(109,870)
NET ASSETS - 100%		$ 14,390,448

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

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

(e) Affiliated company

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $42,618,000 or 0.3% of net assets.

(g) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $54,953,000 or 0.4% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Facebook, Inc. Class B	3/31/11 - 5/19/11	$ 15,909
Merrimack Pharmaceuticals, Inc. Series G	3/31/11	$ 15,000
Michael Kors Holdings Ltd.	7/8/11	$ 15,000
Swisher Hygiene, Inc.	3/22/11	$ 5,800
Swisher Hygiene, Inc.	4/15/11	$ 7,204

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 54
Fidelity Securities Lending Cash Central Fund	1,516
Total	$ 1,570

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliates (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Furniture Brands International, Inc.	$ 16,160	$ -	$ 14,466	$ -	$ -
Parsvnath Developers Ltd.	18,023	14,168	-	-	22,924
Total	$ 34,183	$ 14,168	$ 14,466	$ -	$ 22,924

Other Information

The following is a summary of the inputs used, as of July 31, 2011, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 2,766,580	$ 2,751,580	$ -	$ 15,000
Consumer Staples	1,526,402	1,526,402	-	-
Energy	1,558,127	1,558,127	-	-
Financials	342,151	312,668	29,483	-
Health Care	1,416,278	1,391,887	9,391	15,000
Industrials	1,351,803	1,347,997	3,806	-
Information Technology	4,867,158	4,851,254	-	15,904
Materials	525,798	525,798	-	-
Money Market Funds	146,021	146,021	-	-
Total Investments in Securities:	$ 14,500,318	$ 14,411,734	$ 42,680	$ 45,904

The following is a reconciliation of Investments in Securities for which Level 3 inputs were used in determining value:

(Amounts in thousands)
Investments in Securities:
Beginning Balance	$ 6,774
Total Realized Gain (Loss)	(1,136)
Total Unrealized Gain (Loss)	170
Cost of Purchases	45,908
Proceeds of Sales	(5,812)
Amortization/Accretion	-
Transfers in to Level 3	-
Transfers out of Level 3	-
Ending Balance	$ 45,904
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at July 31, 2011	$ (4)

The information used in the above reconciliation represents fiscal year to date activity for any Investments in Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period. Transfers in or out of Level 3 represent the beginning value of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. The cost of purchases and the proceeds of sales may include securities received or delivered through corporate actions or exchanges. Realized and unrealized gains (losses) disclosed in the reconciliation are included in Net Gain (Loss) on the Fund's Statement of Operations.

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

United States of America	87.0%
Germany	1.6%
Curacao	1.6%
Ireland	1.2%
France	1.0%
Others (Individually Less Than 1%)	7.6%
	100.0%

Income Tax Information

The Fund intends to elect to defer to its fiscal year ending July 31, 2012 approximately $7,175,000 of currency losses recognized during the period November 1, 2010 to July 31, 2011.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	July 31, 2011

Assets
Investment in securities, at value (including securities loaned of $140,857) - See accompanying schedule: Unaffiliated issuers (cost $10,870,753)	$ 14,331,373
Fidelity Central Funds (cost $146,021)	146,021
Other affiliated issuers (cost $30,851)	22,924
Total Investments (cost $11,047,625)		$ 14,500,318
Receivable for investments sold		325,167
Receivable for fund shares sold		13,859
Dividends receivable		3,107
Distributions receivable from Fidelity Central Funds		193
Other receivables		1,218
Total assets		14,843,862

Liabilities
Payable to custodian bank	$ 93
Payable for investments purchased	217,799
Payable for fund shares redeemed	70,986
Accrued management fee	8,786
Notes payable to affiliates	6,851
Other affiliated payables	2,289
Other payables and accrued expenses	589
Collateral on securities loaned, at value	146,021
Total liabilities		453,414

Net Assets		$ 14,390,448
Net Assets consist of:
Paid in capital		$ 10,512,137
Accumulated net investment loss		(7,667)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		433,284
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		3,452,694
Net Assets		$ 14,390,448

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	July 31, 2011

Blue Chip Growth: Net Asset Value, offering price and redemption price per share ($12,024,038 ÷ 249,612 shares)		$ 48.17

Class K: Net Asset Value, offering price and redemption price per share ($1,454,854 ÷ 30,179 shares)		$ 48.21

Class F: Net Asset Value, offering price and redemption price per share ($911,556 ÷ 18,896 shares)		$ 48.24

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

Annual Report

Statement of Operations

Amounts in thousands	Year ended July 31, 2011

Investment Income
Dividends		$ 116,312
Interest		4
Income from Fidelity Central Funds		1,570
Total income		117,886

Expenses
Management fee Basic fee	$ 76,012
Performance adjustment	19,530
Transfer agent fees	26,204
Accounting and security lending fees	1,466
Custodian fees and expenses	448
Independent trustees' compensation	72
Appreciation in deferred trustee compensation account	1
Registration fees	144
Audit	111
Legal	64
Interest	15
Miscellaneous	139
Total expenses before reductions	124,206
Expense reductions	(1,803)	122,403
Net investment income (loss)		(4,517)
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	1,575,157
Other affiliated issuers	(10,044)
Foreign currency transactions	(2,955)
Total net realized gain (loss)		1,562,158
Change in net unrealized appreciation (depreciation) on: Investment securities (net of decrease in deferred foreign taxes of $49)	1,651,481
Assets and liabilities in foreign currencies	176
Total change in net unrealized appreciation (depreciation)		1,651,657
Net gain (loss)		3,213,815
Net increase (decrease) in net assets resulting from operations		$ 3,209,298

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Year ended July 31, 2011	Year ended July 31, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (4,517)	$ 13,622
Net realized gain (loss)	1,562,158	1,055,028
Change in net unrealized appreciation (depreciation)	1,651,657	793,347
Net increase (decrease) in net assets resulting from operations	3,209,298	1,861,997
Distributions to shareholders from net investment income	(2,405)	(57,433)
Distributions to shareholders from net realized gain	(12,451)	-
Total distributions	(14,856)	(57,433)
Share transactions - net increase (decrease)	(352,214)	(538,131)
Total increase (decrease) in net assets	2,842,228	1,266,433

Net Assets
Beginning of period	11,548,220	10,281,787
End of period (including accumulated net investment loss of $7,667 and undistributed net investment income of $2,062, respectively)	$ 14,390,448	$ 11,548,220

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

Annual Report

Financial Highlights - Blue Chip Growth

Years ended July 31,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 37.63	$ 31.97	$ 39.06	$ 46.88	$ 41.54
Income from Investment Operations
Net investment income (loss) ^B	(.03)	.04	.27	.35	.32
Net realized and unrealized gain (loss)	10.61	5.80	(6.36)	(2.89)	6.19
Total from investment operations	10.58	5.84	(6.09)	(2.54)	6.51
Distributions from net investment income	(.00) ^{F, G}	(.18)	(.29)	(.33)	(.24)
Distributions from net realized gain	(.04) ^F	-	(.71)	(4.95)	(.93)
Total distributions	(.04)	(.18)	(1.00)	(5.28)	(1.17)
Net asset value, end of period	$ 48.17	$ 37.63	$ 31.97	$ 39.06	$ 46.88
Total Return^A	28.12%	18.29%	(15.85)%	(6.30)%	16.02%
Ratios to Average Net Assets^C,E
Expenses before reductions	.94%	.94%	.76%	.58%	.60%
Expenses net of fee waivers, if any	.94%	.94%	.76%	.58%	.60%
Expenses net of all reductions	.92%	.93%	.76%	.57%	.59%
Net investment income (loss)	(.06)%	.10%	.93%	.81%	.72%
Supplemental Data
Net assets, end of period (in millions)	$ 12,024	$ 10,295	$ 9,691	$ 13,349	$ 18,616
Portfolio turnover rate ^D	132%	135%	134%	82%	87%

^A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

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

^C Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

^D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

^F The amount shown reflects certain reclassifications related to book to tax differences.

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

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

Annual Report

Financial Highlights - Class K

Years ended July 31,	2011	2010	2009	2008 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 37.66	$ 32.01	$ 39.07	$ 41.81
Income from Investment Operations
Net investment income (loss) ^D	.05	.11	.32	.10
Net realized and unrealized gain (loss)	10.62	5.79	(6.33)	(2.84)
Total from investment operations	10.67	5.90	(6.01)	(2.74)
Distributions from net investment income	(.05) ^I	(.25)	(.34)	-
Distributions from net realized gain	(.07) ^I	-	(.71)	-
Total distributions	(.12)	(.25)	(1.05)	-
Net asset value, end of period	$ 48.21	$ 37.66	$ 32.01	$ 39.07
Total Return^B,C	28.37%	18.48%	(15.61)%	(6.55)%
Ratios to Average Net Assets^E,H
Expenses before reductions	.77%	.75%	.53%	.41% ^A
Expenses net of fee waivers, if any	.77%	.75%	.53%	.41% ^A
Expenses net of all reductions	.76%	.74%	.52%	.41% ^A
Net investment income (loss)	.11%	.30%	1.16%	1.09% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,454,854	$ 931,601	$ 590,673	$ 93
Portfolio turnover rate ^F	132%	135%	134%	82%

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

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

^E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^G For the period May 9, 2008 (commencement of sale of shares) to July 31, 2008.

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

^I The amount shown reflects certain reclassifications related to book to tax differences.

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

Annual Report

Financial Highlights - Class F

Years ended July 31,	2011	2010	2009 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 37.69	$ 31.98	$ 29.16
Income from Investment Operations
Net investment income (loss) ^D	.07	.13	- ^I
Net realized and unrealized gain (loss)	10.61	5.80	2.82
Total from investment operations	10.68	5.93	2.82
Distributions from net investment income	(.06) ^J	(.22)	-
Distributions from net realized gain	(.08) ^J	-	-
Total distributions	(.13) ^K	(.22)	-
Net asset value, end of period	$ 48.24	$ 37.69	$ 31.98
Total Return^B,C	28.41%	18.59%	9.67%
Ratios to Average Net Assets^E,H
Expenses before reductions	.72%	.70%	.51% ^A
Expenses net of fee waivers, if any	.72%	.70%	.51% ^A
Expenses net of all reductions	.71%	.68%	.51% ^A
Net investment income (loss)	.16%	.35%	(.05)% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 911,556	$ 321,409	$ 261
Portfolio turnover rate ^F	132%	135%	134%

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

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

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^G For the period June 26, 2009 (commencement of sale of shares) to July 31, 2009.

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

^J The amount shown reflects certain reclassifications related to book to tax differences.

^K Total distributions of $.13 per share is comprised of distributions from net investment income of $.058 and distributions from net realized gain of $.076 per share.

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

Annual Report

Notes to Financial Statements

For the period ended July 31, 2011

(Amounts in thousands except ratios)

1. Organization.

Fidelity Blue Chip Growth Fund (the Fund) is a fund of Fidelity Securities Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Blue Chip Growth, Class K and Class F shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class F shares of the Fund are only available for purchase by mutual funds for which Fidelity Management & Research Company (FMR) or an affiliate serves as investment manager. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by FMR and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of

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Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of July 31, 2011, as well as a roll forward of Level 3 securities, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where

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3. Significant Accounting Policies - continued

Security Valuation - continued

observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

Foreign Currency. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rate at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees may elect to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company, including distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of July 31, 2011, the Fund did not have any unrecognized tax benefits in the financial statements. A fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences resulted in distribution reclassifications. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

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

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), partnerships, deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 3,629,356
Gross unrealized depreciation	(223,692)
Net unrealized appreciation (depreciation) on securities and other investments	$ 3,405,664

Tax Cost	$ 11,094,654

The tax-based components of distributable earnings as of period end were as follows:

Undistributed long-term capital gain	$ 480,312
Net unrealized appreciation (depreciation)	$ 3,405,665

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the Act), the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years, which generally expire after eight years from when they are incurred. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. The Fund's first fiscal year end subject to the Act will be July 31, 2012.

The tax character of distributions paid was as follows:

	July 31, 2011	July 31, 2010
Ordinary Income	$ 2,405	$ 57,433
Long-term Capital Gains	12,451	-
Total	$ 14,856	$ 57,433

New Accounting Pronouncement. In May 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-04, Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The update changes the wording used to describe the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. The update is effective during interim and annual periods beginning after December 15, 2011. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

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Notes to Financial Statements - continued

(Amounts in thousands except ratios)

4. Operating Policies.

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $17,822,174 and $18,155,781, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Blue Chip Growth as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .70% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Blue Chip Growth. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC receives no fees for providing transfer agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

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6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets
Blue Chip Growth	$ 25,585	.22
Class K	619	.05
	$ 26,204

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $536 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. Any open loans, including accrued interest, at period end are presented under the caption "Notes payable to affiliates" in the Fund's Statement of Assets and Liabilities. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender	Average Daily Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 18,305	.44%	$ 12

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.0 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $45 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

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Notes to Financial Statements - continued

(Amounts in thousands except ratios)

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. The lending agent may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $1,503. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $1,516, including $24 from securities loaned to FCM.

9. Bank Borrowings.

The Fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity requirements. The Fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. The average daily loan balance during the period for which loans were outstanding amounted to $27,562. The weighted average interest rate was .69%. The interest expense amounted to $3 under the bank borrowing program. At period end, there were no bank borrowings outstanding.

10. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $1,802 for the period. In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $1.

Annual Report

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,	2011	2010
From net investment income
Blue Chip Growth	$ 670	$ 52,296
Class K	1,165	4,902
Class F	570	235
Total	$ 2,405	$ 57,433
From net realized gain
Blue Chip Growth	$ 9,690	$ -
Class K	1,750	-
Class F	1,011	-
Total	$ 12,451	$ -

12. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended July 31,	2011	2010 ^A	2011	2010 ^A
Blue Chip Growth
Shares sold	42,281	41,698	$ 1,904,203	$ 1,553,486
Conversion to Class K	-	(604)	-	(19,981)
Reinvestment of distributions	232	1,459	10,166	51,338
Shares redeemed	(66,514)	(72,051)	(2,974,498)	(2,676,741)
Net increase (decrease)	(24,001)	(29,498)	$ (1,060,129)	$ (1,091,898)
Class K
Shares sold	13,902	11,377	$ 625,856	$ 427,050
Conversion from Blue Chip Growth	-	603	-	19,981
Reinvestment of distributions	70	139	2,916	4,902
Shares redeemed	(8,528)	(5,839)	(379,087)	(218,811)
Net increase (decrease)	5,444	6,280	$ 249,685	$ 233,122
Class F
Shares sold	12,501	8,796	$ 558,704	$ 331,310
Reinvestment of distributions	38	6	1,580	235
Shares redeemed	(2,171)	(282)	(102,054)	(10,900)
Net increase (decrease)	10,368	8,520	$ 458,230	$ 320,645

^A Conversion transactions for Class K and Blue Chip Growth are presented for the period August 1, 2009 through August 31, 2009.

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Notes to Financial Statements - continued

(Amounts in thousands except ratios)

13. Other.

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

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and Shareholders of Fidelity Blue Chip Growth Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Blue Chip Growth Fund (the Fund), a fund of Fidelity Securities Fund, including the schedule of investments, as of July 31, 2011, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2011, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Blue Chip Growth Fund as of July 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

September 16, 2011

Annual Report

Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 221 funds advised by FMR or an affiliate. Mr. Curvey oversees 419 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Trustees and Officers - continued

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Acting Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate. The responsibilities of each committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (76)
	Year of Election or Appointment: 2007 Mr. Curvey is Trustee and Acting Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Ronald P. O'Hanley (54)
	Year of Election or Appointment: 2011 Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

⁺ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Annual Report

Name, Age; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (63)
	Year of Election or Appointment: 2005 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). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-Present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (57)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's, Inc. (restaurant and entertainment complexes, 2010-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-Present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
Ned C. Lautenbach (67)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (66)
	Year of Election or Appointment: 2008 Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).
Robert W. Selander (60)
	Year of Election or Appointment: 2011 Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (67)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (72)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.
David M. Thomas (62)
	Year of Election or Appointment: 2008 Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (60)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

Trustees and Officers - continued

Advisory Board Members and Executive Officers:

Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
Edward C. Johnson 3d (81)
	Year of Election or Appointment: 2011 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).
Peter S. Lynch (67)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
Kenneth B. Robins (41)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).
Bruce T. Herring (45)
	Year of Election or Appointment: 2006 Vice President of certain Equity Funds. Mr. Herring also serves as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investments Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.
Brian B. Hogan (46)
	Year of Election or Appointment: 2009 Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Scott C. Goebel (43)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
William C. Coffey (42)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Holly C. Laurent (57)
	Year of Election or Appointment: 2008 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).
Christine Reynolds (52)
	Year of Election or Appointment: 2008 Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Kenneth A. Rathgeber (64)
	Year of Election or Appointment: 2004 Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).
Jeffrey S. Christian (49)
	Year of Election or Appointment: 2009 Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).
Bryan A. Mehrmann (50)
	Year of Election or Appointment: 2005 Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments.
Adrien E. Deberghes (43)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Assistant Treasurer of other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (42)
	Year of Election or Appointment: 2010 Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
John R. Hebble (53)
	Year of Election or Appointment: 2009 Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.
Gary W. Ryan (52)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Jonathan Davis (43)
	Year of Election or Appointment: 2010 Assistant Treasurer of the Fidelity funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Distributions (Unaudited)

The Board of Trustees of Fidelity Blue Chip Growth Fund voted to pay on September 12, 2011, to shareholders of record at the opening of business on September 09, 2011, a distribution of $1.598 per share derived from capital gains realized from sales of portfolio securities.

The fund designates 100% of the dividends distributed in September and December, during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

The fund designates 100% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended July 31, 2011, $504,225,963, or, if subsequently determined to be different, the net capital gain of such year.

The fund will notify shareholders in January 2012 of amounts for use in preparing 2011 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Blue Chip Growth Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and considers at each of its meetings factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2011 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts is in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts is fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, training, managing, and compensating investment personnel. The Board also noted that FMR has devoted increased resources to non-U.S. offices. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities which allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and enhancers. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools which permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in their deliberations, the Board considered the Investment Advisers' trading capabilities and resources which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the investment adviser's supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers, with 35 new branches opening since 2010.

Annual Report

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and support of the senior management team that oversees asset management; (ii) rationalizing product lines through the mergers of six funds into other funds; (iii) continuing to migrate the Freedom Funds to dedicated lower cost underlying funds; (iv) obtaining shareholder approval to broaden the investment strategies for Fidelity Consumer Finance Portfolio, Fidelity Emerging Asia Fund, and Fidelity Environment and Alternative Energy Portfolio; (v) contractually agreeing to reduce the management fees and impose other expense limitations on Spartan® 500 Index Fund and U.S. Bond Index Fund in connection with launching new institutional classes of these funds; (vi) changing the name, primary and supplemental benchmarks, and investment policies of Fidelity Global Strategies Fund to support the fund's flexible investment mandate and global orientation; and (vii) reducing the transfer agency account fee rates on certain accounts.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2010, as available, the cumulative total returns of Class F and the retail class of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The returns of Class F and the retail class show the performance of the highest and lowest performing classes, respectively (based on one-year performance). The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Blue Chip Growth Fund

fid432889

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the retail class of the fund (the class with the longest performance record) was in the first quartile for all the periods shown. The Board also noted that the investment performance of the retail class of the fund compared favorably to its benchmark for all the periods shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board also reviewed the fund's performance since inception as well as performance in the current year.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board noted that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Annual Report

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 10% means that 90% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Blue Chip Growth Fund

fid432891

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2010. The Board also noted the effect of the fund's positive performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for each year represents calculations for performance periods that differ from the periods shown in the performance charts above.

Furthermore, the Board considered that shareholders approved a prospective change in the index used to calculate the fund's performance adjustment beginning June 1, 2006. The Board also considered that, because the performance adjustment is based on a rolling 36-month measurement period, during a transition period the fund's performance is compared to a blended index return that reflects the performance of the former index for the portion of the measurement period prior to June 1, 2006 and the performance of the current index for the remainder of the measurement period. The Board noted that the fund's performance adjustments for 2006 through 2009 shown in the chart above reflect the effect of using the blended index return to calculate the fund's performance adjustment.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

Annual Report

The Board noted that the total expense ratio of each class ranked below its competitive median for 2010. The Board considered that various factors, including 12b-1 fees, positive or negative performance adjustments, and relatively higher other expenses in the case of small fund size, can affect total expense ratios.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of FMR and its affiliates, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients. In March 2010, the Board created an ad hoc joint committee with the board of other Fidelity funds (the Committee) to review and compare Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable in light of the services that the fund and its shareholders receive and the other factors considered, including the findings of the Committee.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions. The Board also noted that in 2009, it and the board of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that any potential economies of scale are being appropriately shared between fund shareholders and Fidelity.

Annual Report

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers and other key personnel and strategies for attracting and retaining non-investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) historical trends in Fidelity's realization of fall-out benefits; (vi) Fidelity's group fee structures and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and Fidelity's compliance practices with respect to performance adjustment calculations; (ix) the fee structures in place for certain other Fidelity clients; and (x) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expense ratios for certain funds and classes.

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Managing Your Investments

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

By Phone

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

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

Press

fid432893 For mutual fund and brokerage trading.

fid432895 For quotes.*

fid432897 For account balances and holdings.

fid432899 To review orders and mutual
fund activity.

fid432901 To change your PIN.

fid432903 fid432905 To speak to a Fidelity representative.

By PC

Fidelity's web site on the Internet provides a wide range of information, including daily financial news, fund performance, interactive planning tools and news about Fidelity products and services.

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Fidelity's Web Site
www.fidelity.com

* When you call the quotes line, please remember that a fund's yield and return will vary and, except for money market funds, share price will also vary. This means that you may have a gain or loss when you sell your shares. There is no assurance that money market funds will be able to maintain a stable $1 share price; an investment in a money market fund is not insured or guaranteed by the U.S. government. Total returns are historical and include changes in share price, reinvestment of dividends and capital gains distributions, and the effects of any sales charges.

Annual Report

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fid432910

Fidelity®

Blue Chip Growth

Fund -
Class F

Annual Report

July 31, 2011
(2_fidelity_logos) (Registered_Trademark)

Performance	<Click Here>	How the fund has done over time.
Management's Discussion of Fund Performance	<Click Here>	The Portfolio Manager's review of fundperformance and strategy.
Shareholder Expense Example	<Click Here>	An example of shareholder expenses.
Investment Changes	<Click Here>	A summary of major shifts in the fund's investments over the past six months.
Investments	<Click Here>	A complete list of the fund's investments with their market values.
Financial Statements	<Click Here>	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	<Click Here>	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	<Click Here>
Trustees and Officers	<Click Here>
Distributions	<Click Here>
Board Approval of Investment Advisory Contracts and Management Fees	<Click Here>

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-835-5092 to request a free copy of the proxy voting guidelines.

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

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

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

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended July 31, 2011	Past 1 year	Past 5 years	Past 10 years
Class F^A	28.41%	6.86%	2.80%

^AThe initial offering of Class F shares took place on June 26, 2009. Returns prior to June 26, 2009 are those of Fidelity® Blue Chip Growth Fund, the original class of the fund.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Blue Chip Growth Fund - Class F on July 31, 2001. The chart shows how the value of your investment would have changed, and also shows how the Russell 1000® Growth Index performed over the same period. The initial offering of Class F took place on June 26, 2009. See above for additional information regarding the performance of Class F.

fid432923

Annual Report

Management's Discussion of Fund Performance

Market Recap: U.S. stocks registered solid double-digit gains for the 12 months ending July 31, 2011, extending a rally that began more than two years earlier. Despite a rough start in August 2010, markets turned positive in September, as increased demand for capital goods and other upbeat indicators trumped investor worry about a U.S. recessionary relapse. The broad market, as measured by the S&P 500®Index, rose 9% that month, its biggest September gain in 71 years. Seven more monthly advances followed, fueled by encouraging corporate earnings and economic activity. However, volatility picked up in the period's latter months, as markets reacted to continued high U.S. unemployment, nagging debt troubles in Europe and looming legislative battles over the federal debt ceiling. May unemployment rose above 9% for the first time in 2011, contributing to a traditional "June swoon" for stocks. Market uncertainty lingered in July, when the S&P 500® posted its second-biggest monthly loss of the period. For the full year, the S&P 500® climbed 19.65%, while the blue-chip-laden Dow Jones Industrial Average^SM rose a comparable 19.09% and the technology-heavy Nasdaq Composite® Index gained 23.40%. On the capitalization spectrum, stocks of mid-cap companies fared best, with the Russell Midcap® Index rising 24.51% and the small-cap Russell 2000® Index adding 23.92%.

Comments from Sonu Kalra, Portfolio Manager of Fidelity® Blue Chip Growth Fund: For the year, the fund's Class F shares rose 28.41%, solidly outpacing the 24.76% return of the Russell 1000®Growth Index. Security selection drove the fund's outperformance, mainly within technology, consumer discretionary and consumer staples. The top individual contributor was an underweighting in Cisco Systems. This producer of networking and communications tech products missed earnings estimates and its core IP (Internet protocol) switching business came under pressure from lower-cost competitors. Cisco was removed from the Russell 1000 Growth Index in June as part of the benchmark's annual rebalancing. Elsewhere, tech giant Apple - the fund's largest holding - helped, as did coal producer Massey Energy, which was acquired by Alpha Natural Resources. From an industry perspective, positioning in diversified financials hurt the most. Not owning index constituent International Business Machines was the biggest individual detractor, as the IT solutions/consulting services provider delivered solid earnings growth through disciplined operational expense management and also bought back some of its stock. Diversified financials firm Citigroup also hampered results. Some of the names I've mentioned in this review were not in the index, and some were sold by period end.

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2011 to July 31, 2011).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Annualized Expense Ratio	Beginning Account Value February 1, 2011	Ending Account Value July 31, 2011	Expenses Paid During Period* February 1, 2011 to July 31, 2011
Blue Chip Growth	.94%
Actual		$ 1,000.00	$ 1,040.60	$ 4.76
Hypothetical ^A		$ 1,000.00	$ 1,020.13	$ 4.71
Class K	.78%
Actual		$ 1,000.00	$ 1,041.70	$ 3.95
Hypothetical ^A		$ 1,000.00	$ 1,020.93	$ 3.91
Class F	.73%
Actual		$ 1,000.00	$ 1,041.90	$ 3.70
Hypothetical ^A		$ 1,000.00	$ 1,021.17	$ 3.66

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	8.1	6.9
Google, Inc. Class A	4.7	3.7
Amazon.com, Inc.	2.4	2.0
QUALCOMM, Inc.	2.3	3.0
Halliburton Co.	2.0	0.8
Exxon Mobil Corp.	2.0	3.1
Philip Morris International, Inc.	1.8	1.5
The Coca-Cola Co.	1.8	1.5
McDonald's Corp.	1.7	0.7
Oracle Corp.	1.6	1.5
	28.4
Top Five Market Sectors as of July 31, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	33.8	36.7
Consumer Discretionary	19.2	16.9
Energy	10.8	10.4
Consumer Staples	10.6	7.3
Health Care	9.9	6.7

Asset Allocation (% of fund's net assets)
As of July 31, 2011*			As of January 31, 2011**
	Stocks 99.6%			Stocks 99.8%
	Convertible Securities 0.2%			Convertible Securities 0.0%
	Short-Term Investments and Net Other Assets 0.2%			Short-Term Investments and Net Other Assets 0.2%
* Foreign investments		13.0%	** Foreign investments		11.2%

fid432931

Annual Report

Investments July 31, 2011

Showing Percentage of Net Assets

Common Stocks - 98.3%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 17.8%
Auto Components - 0.6%
Lear Corp.	136,700		$ 6,698
Tenneco, Inc. (a)	697,298		27,850
TRW Automotive Holdings Corp. (a)	772,100		38,968
Visteon Corp. (a)	173,100		10,853
			84,369
Automobiles - 1.0%
Bayerische Motoren Werke AG (BMW)	428,637		43,001
Brilliance China Automotive Holdings Ltd. (a)	4,058,000		5,181
Hyundai Motor Co.	75,033		16,725
Kia Motors Corp.	152,660		11,207
Tesla Motors, Inc. (a)(d)	2,597,600		73,174
			149,288
Diversified Consumer Services - 1.3%
Coinstar, Inc. (a)(d)	249,427		12,187
New Oriental Education & Technology Group, Inc. sponsored ADR (a)	101,800		13,003
Weight Watchers International, Inc.	2,086,172		161,032
			186,222
Hotels, Restaurants & Leisure - 5.2%
Arcos Dorados Holdings, Inc.	1,324,400		31,070
Bravo Brio Restaurant Group, Inc.	750,800		16,780
Brinker International, Inc.	758,000		18,207
Chipotle Mexican Grill, Inc. (a)	145,100		47,097
Dunkin' Brands Group, Inc.	855,100		24,738
Jubilant Foodworks Ltd. (a)	533,088		10,305
Las Vegas Sands Corp. (a)	2,155,000		101,673
Life Time Fitness, Inc. (a)	120,100		5,015
McDonald's Corp.	2,853,430		246,765
MGM Mirage, Inc. (a)(d)	1,149,700		17,372
Panera Bread Co. Class A (a)	254,800		29,381
Starbucks Corp.	2,904,900		116,457
WMS Industries, Inc. (a)	262,500		7,237
Wyndham Worldwide Corp.	1,100,485		38,066
Yum! Brands, Inc.	756,700		39,969
			750,132
Household Durables - 0.2%
Beazer Homes USA, Inc. (a)(d)	3,151,700		9,140
SodaStream International Ltd.	255,200		18,719
			27,859
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Internet & Catalog Retail - 3.1%
Amazon.com, Inc. (a)	1,544,600		$ 343,704
Netflix, Inc. (a)	70,900		18,859
Priceline.com, Inc. (a)	157,000		84,411
			446,974
Media - 0.5%
DISH Network Corp. Class A (a)	1,251,100		37,070
Focus Media Holding Ltd. ADR (a)(d)	528,900		17,396
Pandora Media, Inc.	35,800		540
ReachLocal, Inc. (a)(d)	720,300		13,102
			68,108
Multiline Retail - 1.5%
Macy's, Inc.	4,195,000		121,110
Target Corp.	1,785,179		91,919
			213,029
Specialty Retail - 2.4%
Abercrombie & Fitch Co. Class A	126,600		9,257
Ascena Retail Group, Inc. (a)	1,118,600		36,153
AutoZone, Inc. (a)	9,500		2,712
Bed Bath & Beyond, Inc. (a)	616,900		36,082
Chico's FAS, Inc.	1,336,300		20,165
Cia.Hering SA	254,600		5,456
Dick's Sporting Goods, Inc. (a)	377,400		13,964
Foot Locker, Inc.	1,330,800		28,918
Francescas Holdings Corp.	280,300		7,361
Limited Brands, Inc.	1,414,800		53,564
Ross Stores, Inc.	179,600		13,608
rue21, Inc. (a)(d)	200,000		6,574
Teavana Holdings, Inc.	19,300		544
TJX Companies, Inc.	1,562,740		86,420
Ulta Salon, Cosmetics & Fragrance, Inc. (a)	342,500		21,588
Vitamin Shoppe, Inc. (a)	195,000		8,494
			350,860
Textiles, Apparel & Luxury Goods - 2.0%
Arezzo Industria e Comercio SA	1,121,000		16,050
Coach, Inc.	169,300		10,930
Crocs, Inc. (a)	1,421,500		44,536
Deckers Outdoor Corp. (a)	180,800		17,944
Fossil, Inc. (a)	425,600		53,485
Gitanjali Gems Ltd.	2,187,799		15,333
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Textiles, Apparel & Luxury Goods - continued
NIKE, Inc. Class B	603,000		$ 54,360
Polo Ralph Lauren Corp. Class A	130,200		17,586
Steven Madden Ltd. (a)	271,950		10,361
Under Armour, Inc. Class A (sub. vtg.) (a)(d)	440,600		32,344
Vera Bradley, Inc. (d)	354,325		12,851
			285,780
TOTAL CONSUMER DISCRETIONARY			2,562,621
CONSUMER STAPLES - 10.6%
Beverages - 3.4%
Anheuser-Busch InBev SA NV ADR	504,500		29,049
Dr Pepper Snapple Group, Inc.	2,421,400		91,432
Hansen Natural Corp. (a)	680,600		52,148
PepsiCo, Inc.	932,800		59,737
The Coca-Cola Co.	3,769,700		256,377
			488,743
Food & Staples Retailing - 2.7%
Casey's General Stores, Inc.	258,600		11,637
Chefs' Warehouse Holdings	198,400		3,522
Costco Wholesale Corp.	578,700		45,283
CVS Caremark Corp.	2,635,400		95,797
Droga Raia SA	635,700		11,782
Sun Art Retail Group Ltd.	977,500		1,257
Walgreen Co.	3,296,100		128,680
Whole Foods Market, Inc.	1,463,100		97,589
			395,547
Food Products - 1.6%
Calbee, Inc.	408,300		17,188
Danone	396,900		28,400
Dean Foods Co. (a)	1,170,900		12,903
Diamond Foods, Inc. (d)	271,500		19,437
Green Mountain Coffee Roasters, Inc. (a)	1,222,600		127,089
Mead Johnson Nutrition Co. Class A	277,200		19,784
			224,801
Personal Products - 0.6%
Estee Lauder Companies, Inc. Class A	684,100		71,769
Herbalife Ltd.	296,461		16,519
			88,288
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Tobacco - 2.3%
Altria Group, Inc.	1,081,100		$ 28,433
Lorillard, Inc.	412,100		43,773
Philip Morris International, Inc.	3,608,500		256,817
			329,023
TOTAL CONSUMER STAPLES			1,526,402
ENERGY - 10.8%
Energy Equipment & Services - 5.6%
Baker Hughes, Inc.	1,249,800		96,710
Cameron International Corp. (a)	208,800		11,680
Carbo Ceramics, Inc.	129,800		20,258
Halliburton Co.	5,300,800		290,113
Helmerich & Payne, Inc.	218,100		15,060
ION Geophysical Corp. (a)	606,700		6,152
National Oilwell Varco, Inc.	1,180,000		95,073
Schlumberger Ltd.	2,556,100		230,995
Transocean Ltd. (United States)	680,000		41,861
			807,902
Oil, Gas & Consumable Fuels - 5.2%
Alpha Natural Resources, Inc. (a)	1,894,799		80,927
Amyris, Inc.	34,657		802
Anadarko Petroleum Corp.	194,800		16,083
Cabot Oil & Gas Corp.	768,300		56,916
Chesapeake Energy Corp.	772,800		26,546
Chevron Corp.	715,000		74,374
Continental Resources, Inc. (a)	271,700		18,636
EV Energy Partners LP	241,100		16,969
Exxon Mobil Corp.	3,501,900		279,417
Hess Corp.	419,900		28,788
Marathon Petroleum Corp.	383,200		16,780
Occidental Petroleum Corp.	1,137,600		111,690
Solazyme, Inc.	180,800		4,131
Western Refining, Inc. (a)(d)	889,200		18,166
			750,225
TOTAL ENERGY			1,558,127
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - 2.4%
Capital Markets - 0.3%
Morgan Stanley	1,693,400		$ 37,678
Commercial Banks - 0.2%
HDFC Bank Ltd.	1,262,465		13,895
ICICI Bank Ltd.	666,777		15,588
			29,483
Consumer Finance - 0.4%
Discover Financial Services	1,578,300		40,420
Shriram Transport Finance Co. Ltd.	1,309,840		18,978
			59,398
Diversified Financial Services - 1.3%
Citigroup, Inc.	4,889,020		187,445
Real Estate Management & Development - 0.2%
Parsvnath Developers Ltd. (a)(e)	21,771,340		22,924
Thrifts & Mortgage Finance - 0.0%
Housing Development Finance Corp. Ltd.	335,144		5,223
TOTAL FINANCIALS			342,151
HEALTH CARE - 9.8%
Biotechnology - 2.5%
Alexion Pharmaceuticals, Inc. (a)	622,900		35,381
Alkermes, Inc. (a)	917,100		15,811
Amarin Corp. PLC ADR (a)	1,645,200		22,276
Amylin Pharmaceuticals, Inc. (a)	1,832,100		21,820
ARIAD Pharmaceuticals, Inc. (a)	1,000,000		11,890
Biogen Idec, Inc. (a)	516,000		52,565
Cepheid, Inc. (a)	94,400		3,565
Exelixis, Inc. (a)	2,913,200		22,432
Human Genome Sciences, Inc. (a)	1,012,500		21,273
InterMune, Inc. (a)	778,802		25,996
Micromet, Inc. (a)	1,322,420		7,485
Pharmasset, Inc. (a)	64,800		7,865
Regeneron Pharmaceuticals, Inc. (a)	137,500		7,296
Vertex Pharmaceuticals, Inc. (a)	2,107,300		109,285
			364,940
Health Care Equipment & Supplies - 1.2%
C. R. Bard, Inc.	117,200		11,565
Covidien PLC	1,321,600		67,124
Edwards Lifesciences Corp. (a)	165,100		11,780
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
Mako Surgical Corp. (a)	200,000		$ 5,762
The Cooper Companies, Inc.	564,072		43,146
Volcano Corp. (a)	186,400		5,855
William Demant Holding A/S (a)	126,000		11,057
Zoll Medical Corp. (a)	130,900		9,118
			165,407
Health Care Providers & Services - 3.5%
Accretive Health, Inc. (a)	642,000		19,286
Aetna, Inc.	217,900		9,041
AmerisourceBergen Corp.	176,900		6,777
Apollo Hospitals Enterprise Ltd.	649,448		7,742
CIGNA Corp.	382,800		19,052
Express Scripts, Inc. (a)	2,271,280		123,240
Humana, Inc.	311,100		23,202
McKesson Corp.	1,148,000		93,126
Medco Health Solutions, Inc. (a)	2,014,100		126,647
Omnicare, Inc.	50,300		1,534
UnitedHealth Group, Inc.	660,000		32,756
Universal Health Services, Inc. Class B	325,200		16,143
WellPoint, Inc.	266,900		18,029
			496,575
Health Care Technology - 0.5%
Cerner Corp. (a)	978,200		65,041
SXC Health Solutions Corp. (a)	163,800		10,367
			75,408
Life Sciences Tools & Services - 0.2%
Illumina, Inc. (a)	220,400		13,764
Sequenom, Inc. (a)(d)	2,457,600		17,351
			31,115
Pharmaceuticals - 1.9%
Allergan, Inc.	126,100		10,253
AVANIR Pharmaceuticals Class A (a)(d)	1,264,000		4,740
Elan Corp. PLC sponsored ADR (a)	2,231,100		24,676
Endocyte, Inc.	1,477,700		19,698
GlaxoSmithKline PLC sponsored ADR	345,300		15,338
Johnson & Johnson	1,943,800		125,939
Novo Nordisk A/S Series B	76,779		9,391
Sanofi-Aventis sponsored ADR	371,600		14,400
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Pharmaceuticals - continued
Shire PLC sponsored ADR	152,700		$ 15,881
Valeant Pharmaceuticals International, Inc. (Canada)	499,900		27,517
			267,833
TOTAL HEALTH CARE			1,401,278
INDUSTRIALS - 9.4%
Aerospace & Defense - 3.7%
BE Aerospace, Inc. (a)	177,700		7,072
Honeywell International, Inc.	940,800		49,956
Precision Castparts Corp.	787,600		127,103
The Boeing Co.	2,166,100		152,645
United Technologies Corp.	2,463,600		204,085
			540,861
Air Freight & Logistics - 0.4%
United Parcel Service, Inc. Class B	769,600		53,272
Airlines - 0.2%
Copa Holdings SA Class A	426,600		27,989
Building Products - 0.2%
Armstrong World Industries, Inc.	920,900		36,376
Commercial Services & Supplies - 0.1%
Swisher Hygiene, Inc. (g)	1,159,960		5,243
Swisher Hygiene, Inc. (g)	935,531		3,806
			9,049
Construction & Engineering - 0.9%
Fluor Corp.	1,660,700		105,504
KBR, Inc.	550,900		19,640
			125,144
Electrical Equipment - 0.3%
Polypore International, Inc. (a)	667,500		45,390
Industrial Conglomerates - 1.2%
Carlisle Companies, Inc.	319,900		13,829
Danaher Corp.	2,360,600		115,929
General Electric Co.	2,358,000		42,232
			171,990
Machinery - 1.7%
Caterpillar, Inc.	446,300		44,090
Cummins, Inc.	730,900		76,657
Fanuc Corp.	169,500		32,176
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Machinery - continued
Ingersoll-Rand Co. Ltd.	921,300		$ 34,475
Jain Irrigation Systems Ltd.	780,008		3,073
Kennametal, Inc.	176,100		6,944
Pall Corp.	443,900		22,009
WABCO Holdings, Inc. (a)	399,900		25,214
			244,638
Road & Rail - 0.6%
CSX Corp.	787,200		19,342
Union Pacific Corp.	649,400		66,551
			85,893
Trading Companies & Distributors - 0.1%
Mills Estruturas e Servicos de Engenharia SA	827,400		11,201
TOTAL INDUSTRIALS			1,351,803
INFORMATION TECHNOLOGY - 33.8%
Communications Equipment - 3.6%
Alcatel-Lucent SA sponsored ADR (a)	25,984,395		105,237
Cisco Systems, Inc.	1,378,300		22,011
HTC Corp.	23,300		692
Juniper Networks, Inc. (a)	2,002,700		46,843
Polycom, Inc. (a)	847,300		22,903
QUALCOMM, Inc.	6,009,000		329,173
Riverbed Technology, Inc. (a)	700		20
			526,879
Computers & Peripherals - 10.0%
Apple, Inc. (a)	2,968,300		1,159,056
EMC Corp. (a)	3,372,000		87,942
Fusion-io, Inc.	100,600		2,979
NetApp, Inc. (a)(d)	2,672,700		127,007
SanDisk Corp. (a)	1,455,800		61,915
			1,438,899
Electronic Equipment & Components - 0.1%
Fabrinet (a)	683,381		10,524
TE Connectivity Ltd.	155,045		5,338
			15,862
Internet Software & Services - 7.2%
Baidu.com, Inc. sponsored ADR (a)	198,700		31,210
eBay, Inc. (a)	3,588,840		117,535
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Internet Software & Services - continued
Facebook, Inc. Class B (a)(g)	636,167		$ 15,904
Google, Inc. Class A (a)	1,115,967		673,698
GREE, Inc.	356,900		8,194
IAC/InterActiveCorp (a)	463,500		19,184
INFO Edge India Ltd.	293,110		4,969
Mail.ru Group Ltd. GDR (a)(f)	1,193,100		42,618
OpenTable, Inc. (a)	139,651		9,896
Rackspace Hosting, Inc. (a)	1,959,600		78,384
SINA Corp. (a)	60,100		6,496
Velti PLC (a)	1,398,000		23,081
			1,031,169
IT Services - 2.7%
Accenture PLC Class A	698,100		41,286
Cognizant Technology Solutions Corp. Class A (a)	1,541,100		107,677
MasterCard, Inc. Class A	611,400		185,407
ServiceSource International, Inc. (d)	322,900		6,025
Visa, Inc. Class A	524,923		44,902
			385,297
Semiconductors & Semiconductor Equipment - 3.9%
Altera Corp.	1,336,000		54,616
Avago Technologies Ltd.	3,152,700		106,025
Broadcom Corp. Class A	3,610,500		133,841
Freescale Semiconductor Holdings I Ltd.	1,955,069		31,926
GT Solar International, Inc. (a)(d)	1,567,100		21,375
Marvell Technology Group Ltd. (a)	3,088,986		45,779
NVIDIA Corp. (a)	6,614,973		91,485
NXP Semiconductors NV	2,090,000		41,340
PMC-Sierra, Inc. (a)	4,712,600		32,941
			559,328
Software - 6.3%
BroadSoft, Inc. (a)	815,700		23,827
Check Point Software Technologies Ltd. (a)	1,510,000		87,052
Citrix Systems, Inc. (a)	363,000		26,151
Electronic Arts, Inc. (a)	1,201,000		26,722
Informatica Corp. (a)	1,168,000		59,720
Microsoft Corp.	4,475,400		122,626
MicroStrategy, Inc. Class A (a)	44,800		7,140
Nuance Communications, Inc. (a)	1,265,900		25,331
Oracle Corp.	7,566,300		231,377
QLIK Technologies, Inc.	1,011,763		30,667
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
RealPage, Inc. (d)	66,073		$ 1,589
Red Hat, Inc. (a)	1,604,700		67,526
Rovi Corp. (a)	150,200		7,956
salesforce.com, Inc. (a)	730,265		105,677
VMware, Inc. Class A (a)	860,700		86,363
			909,724
TOTAL INFORMATION TECHNOLOGY			4,867,158
MATERIALS - 3.7%
Chemicals - 2.6%
Celanese Corp. Class A	268,700		14,813
CF Industries Holdings, Inc.	591,800		91,918
E.I. du Pont de Nemours & Co.	676,000		34,760
LyondellBasell Industries NV Class A	1,734,300		68,435
Monsanto Co.	240,700		17,687
Potash Corp. of Saskatchewan, Inc.	252,800		14,595
Rockwood Holdings, Inc. (a)	572,600		34,625
The Mosaic Co.	1,343,700		95,026
			371,859
Containers & Packaging - 0.1%
Ball Corp.	365,600		14,185
Metals & Mining - 1.0%
Carpenter Technology Corp.	733,325		42,122
Freeport-McMoRan Copper & Gold, Inc.	1,615,000		85,530
Royal Gold, Inc.	188,800		12,102
			139,754
TOTAL MATERIALS			525,798
TOTAL COMMON STOCKS (Cost $10,729,699)		14,135,338
Preferred Stocks - 1.5%

Convertible Preferred Stocks - 0.2%
CONSUMER DISCRETIONARY - 0.1%
Textiles, Apparel & Luxury Goods - 0.1%
Michael Kors Holdings Ltd. (a)(g)	325,704		15,000
Preferred Stocks - continued
	Shares		Value (000s)
Convertible Preferred Stocks - continued
HEALTH CARE - 0.1%
Pharmaceuticals - 0.1%
Merrimack Pharmaceuticals, Inc. Series G (g)	2,142,858		$ 15,000
TOTAL CONVERTIBLE PREFERRED STOCKS			30,000
Nonconvertible Preferred Stocks - 1.3%
CONSUMER DISCRETIONARY - 1.3%
Automobiles - 1.3%
Porsche Automobil Holding SE (Germany)	1,026,800		79,197
Volkswagen AG	547,800		109,762
			188,959
TOTAL PREFERRED STOCKS (Cost $171,905)		218,959
Money Market Funds - 1.0%

Fidelity Securities Lending Cash Central Fund, 0.15% (b)(c) (Cost $146,021)	146,021,398		146,021
TOTAL INVESTMENT PORTFOLIO - 100.8% (Cost $11,047,625)			14,500,318
NET OTHER ASSETS (LIABILITIES) - (0.8)%			(109,870)
NET ASSETS - 100%		$ 14,390,448

Legend

(a) Non-income producing

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

(e) Affiliated company

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Facebook, Inc. Class B	3/31/11 - 5/19/11	$ 15,909
Merrimack Pharmaceuticals, Inc. Series G	3/31/11	$ 15,000
Michael Kors Holdings Ltd.	7/8/11	$ 15,000
Swisher Hygiene, Inc.	3/22/11	$ 5,800
Swisher Hygiene, Inc.	4/15/11	$ 7,204

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 54
Fidelity Securities Lending Cash Central Fund	1,516
Total	$ 1,570

Other Affiliated Issuers

Affiliates (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Furniture Brands International, Inc.	$ 16,160	$ -	$ 14,466	$ -	$ -
Parsvnath Developers Ltd.	18,023	14,168	-	-	22,924
Total	$ 34,183	$ 14,168	$ 14,466	$ -	$ 22,924

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 2,766,580	$ 2,751,580	$ -	$ 15,000
Consumer Staples	1,526,402	1,526,402	-	-
Energy	1,558,127	1,558,127	-	-
Financials	342,151	312,668	29,483	-
Health Care	1,416,278	1,391,887	9,391	15,000
Industrials	1,351,803	1,347,997	3,806	-
Information Technology	4,867,158	4,851,254	-	15,904
Materials	525,798	525,798	-	-
Money Market Funds	146,021	146,021	-	-
Total Investments in Securities:	$ 14,500,318	$ 14,411,734	$ 42,680	$ 45,904

The following is a reconciliation of Investments in Securities for which Level 3 inputs were used in determining value:

(Amounts in thousands)
Investments in Securities:
Beginning Balance	$ 6,774
Total Realized Gain (Loss)	(1,136)
Total Unrealized Gain (Loss)	170
Cost of Purchases	45,908
Proceeds of Sales	(5,812)
Amortization/Accretion	-
Transfers in to Level 3	-
Transfers out of Level 3	-
Ending Balance	$ 45,904
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at July 31, 2011	$ (4)

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

United States of America	87.0%
Germany	1.6%
Curacao	1.6%
Ireland	1.2%
France	1.0%
Others (Individually Less Than 1%)	7.6%
	100.0%

Income Tax Information

The Fund intends to elect to defer to its fiscal year ending July 31, 2012 approximately $7,175,000 of currency losses recognized during the period November 1, 2010 to July 31, 2011.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	July 31, 2011

Assets
Investment in securities, at value (including securities loaned of $140,857) - See accompanying schedule: Unaffiliated issuers (cost $10,870,753)	$ 14,331,373
Fidelity Central Funds (cost $146,021)	146,021
Other affiliated issuers (cost $30,851)	22,924
Total Investments (cost $11,047,625)		$ 14,500,318
Receivable for investments sold		325,167
Receivable for fund shares sold		13,859
Dividends receivable		3,107
Distributions receivable from Fidelity Central Funds		193
Other receivables		1,218
Total assets		14,843,862

Liabilities
Payable to custodian bank	$ 93
Payable for investments purchased	217,799
Payable for fund shares redeemed	70,986
Accrued management fee	8,786
Notes payable to affiliates	6,851
Other affiliated payables	2,289
Other payables and accrued expenses	589
Collateral on securities loaned, at value	146,021
Total liabilities		453,414

Net Assets		$ 14,390,448
Net Assets consist of:
Paid in capital		$ 10,512,137
Accumulated net investment loss		(7,667)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		433,284
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		3,452,694
Net Assets		$ 14,390,448

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

Annual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	July 31, 2011

Blue Chip Growth: Net Asset Value, offering price and redemption price per share ($12,024,038 ÷ 249,612 shares)		$ 48.17

Class K: Net Asset Value, offering price and redemption price per share ($1,454,854 ÷ 30,179 shares)		$ 48.21

Class F: Net Asset Value, offering price and redemption price per share ($911,556 ÷ 18,896 shares)		$ 48.24

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

Annual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Year ended July 31, 2011

Investment Income
Dividends		$ 116,312
Interest		4
Income from Fidelity Central Funds		1,570
Total income		117,886

Expenses
Management fee Basic fee	$ 76,012
Performance adjustment	19,530
Transfer agent fees	26,204
Accounting and security lending fees	1,466
Custodian fees and expenses	448
Independent trustees' compensation	72
Appreciation in deferred trustee compensation account	1
Registration fees	144
Audit	111
Legal	64
Interest	15
Miscellaneous	139
Total expenses before reductions	124,206
Expense reductions	(1,803)	122,403
Net investment income (loss)		(4,517)
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	1,575,157
Other affiliated issuers	(10,044)
Foreign currency transactions	(2,955)
Total net realized gain (loss)		1,562,158
Change in net unrealized appreciation (depreciation) on: Investment securities (net of decrease in deferred foreign taxes of $49)	1,651,481
Assets and liabilities in foreign currencies	176
Total change in net unrealized appreciation (depreciation)		1,651,657
Net gain (loss)		3,213,815
Net increase (decrease) in net assets resulting from operations		$ 3,209,298

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

Annual Report

Statement of Changes in Net Assets

Amounts in thousands	Year ended July 31, 2011	Year ended July 31, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (4,517)	$ 13,622
Net realized gain (loss)	1,562,158	1,055,028
Change in net unrealized appreciation (depreciation)	1,651,657	793,347
Net increase (decrease) in net assets resulting from operations	3,209,298	1,861,997
Distributions to shareholders from net investment income	(2,405)	(57,433)
Distributions to shareholders from net realized gain	(12,451)	-
Total distributions	(14,856)	(57,433)
Share transactions - net increase (decrease)	(352,214)	(538,131)
Total increase (decrease) in net assets	2,842,228	1,266,433

Net Assets
Beginning of period	11,548,220	10,281,787
End of period (including accumulated net investment loss of $7,667 and undistributed net investment income of $2,062, respectively)	$ 14,390,448	$ 11,548,220

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

Annual Report

Financial Highlights - Blue Chip Growth

Years ended July 31,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 37.63	$ 31.97	$ 39.06	$ 46.88	$ 41.54
Income from Investment Operations
Net investment income (loss) ^B	(.03)	.04	.27	.35	.32
Net realized and unrealized gain (loss)	10.61	5.80	(6.36)	(2.89)	6.19
Total from investment operations	10.58	5.84	(6.09)	(2.54)	6.51
Distributions from net investment income	(.00) ^{F, G}	(.18)	(.29)	(.33)	(.24)
Distributions from net realized gain	(.04) ^F	-	(.71)	(4.95)	(.93)
Total distributions	(.04)	(.18)	(1.00)	(5.28)	(1.17)
Net asset value, end of period	$ 48.17	$ 37.63	$ 31.97	$ 39.06	$ 46.88
Total Return^A	28.12%	18.29%	(15.85)%	(6.30)%	16.02%
Ratios to Average Net Assets^C,E
Expenses before reductions	.94%	.94%	.76%	.58%	.60%
Expenses net of fee waivers, if any	.94%	.94%	.76%	.58%	.60%
Expenses net of all reductions	.92%	.93%	.76%	.57%	.59%
Net investment income (loss)	(.06)%	.10%	.93%	.81%	.72%
Supplemental Data
Net assets, end of period (in millions)	$ 12,024	$ 10,295	$ 9,691	$ 13,349	$ 18,616
Portfolio turnover rate ^D	132%	135%	134%	82%	87%

^A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

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

^D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^F The amount shown reflects certain reclassifications related to book to tax differences.

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

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

Annual Report

Financial Highlights - Class K

Years ended July 31,	2011	2010	2009	2008 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 37.66	$ 32.01	$ 39.07	$ 41.81
Income from Investment Operations
Net investment income (loss) ^D	.05	.11	.32	.10
Net realized and unrealized gain (loss)	10.62	5.79	(6.33)	(2.84)
Total from investment operations	10.67	5.90	(6.01)	(2.74)
Distributions from net investment income	(.05) ^I	(.25)	(.34)	-
Distributions from net realized gain	(.07) ^I	-	(.71)	-
Total distributions	(.12)	(.25)	(1.05)	-
Net asset value, end of period	$ 48.21	$ 37.66	$ 32.01	$ 39.07
Total Return^B,C	28.37%	18.48%	(15.61)%	(6.55)%
Ratios to Average Net Assets^E,H
Expenses before reductions	.77%	.75%	.53%	.41% ^A
Expenses net of fee waivers, if any	.77%	.75%	.53%	.41% ^A
Expenses net of all reductions	.76%	.74%	.52%	.41% ^A
Net investment income (loss)	.11%	.30%	1.16%	1.09% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,454,854	$ 931,601	$ 590,673	$ 93
Portfolio turnover rate ^F	132%	135%	134%	82%

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

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

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^G For the period May 9, 2008 (commencement of sale of shares) to July 31, 2008.

^I The amount shown reflects certain reclassifications related to book to tax differences.

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

Annual Report

Financial Highlights - Class F

Years ended July 31,	2011	2010	2009 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 37.69	$ 31.98	$ 29.16
Income from Investment Operations
Net investment income (loss) ^D	.07	.13	- ^I
Net realized and unrealized gain (loss)	10.61	5.80	2.82
Total from investment operations	10.68	5.93	2.82
Distributions from net investment income	(.06) ^J	(.22)	-
Distributions from net realized gain	(.08) ^J	-	-
Total distributions	(.13) ^K	(.22)	-
Net asset value, end of period	$ 48.24	$ 37.69	$ 31.98
Total Return^B,C	28.41%	18.59%	9.67%
Ratios to Average Net Assets^E,H
Expenses before reductions	.72%	.70%	.51% ^A
Expenses net of fee waivers, if any	.72%	.70%	.51% ^A
Expenses net of all reductions	.71%	.68%	.51% ^A
Net investment income (loss)	.16%	.35%	(.05)% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 911,556	$ 321,409	$ 261
Portfolio turnover rate ^F	132%	135%	134%

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

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

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^G For the period June 26, 2009 (commencement of sale of shares) to July 31, 2009.

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

^J The amount shown reflects certain reclassifications related to book to tax differences.

^K Total distributions of $.13 per share is comprised of distributions from net investment income of $.058 and distributions from net realized gain of $.076 per share.

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

Annual Report

Notes to Financial Statements

For the period ended July 31, 2011

(Amounts in thousands except ratios)

1. Organization.

2. Investments in Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

3. Significant Accounting Policies.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

the financial statements. The following summarizes the significant accounting policies of the Fund:

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 3,629,356
Gross unrealized depreciation	(223,692)
Net unrealized appreciation (depreciation) on securities and other investments	$ 3,405,664

Tax Cost	$ 11,094,654

The tax-based components of distributable earnings as of period end were as follows:

Undistributed long-term capital gain	$ 480,312
Net unrealized appreciation (depreciation)	$ 3,405,665

The tax character of distributions paid was as follows:

	July 31, 2011	July 31, 2010
Ordinary Income	$ 2,405	$ 57,433
Long-term Capital Gains	12,451	-
Total	$ 14,856	$ 57,433

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

4. Operating Policies.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $17,822,174 and $18,155,781, respectively.

6. Fees and Other Transactions with Affiliates.

Annual Report

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets
Blue Chip Growth	$ 25,585	.22
Class K	619	.05
	$ 26,204

Borrower or Lender	Average Daily Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 18,305	.44%	$ 12

7. Committed Line of Credit.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

8. Security Lending.

9. Bank Borrowings.

10. Expense Reductions.

Annual Report

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,	2011	2010
From net investment income
Blue Chip Growth	$ 670	$ 52,296
Class K	1,165	4,902
Class F	570	235
Total	$ 2,405	$ 57,433
From net realized gain
Blue Chip Growth	$ 9,690	$ -
Class K	1,750	-
Class F	1,011	-
Total	$ 12,451	$ -

12. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended July 31,	2011	2010 ^A	2011	2010 ^A
Blue Chip Growth
Shares sold	42,281	41,698	$ 1,904,203	$ 1,553,486
Conversion to Class K	-	(604)	-	(19,981)
Reinvestment of distributions	232	1,459	10,166	51,338
Shares redeemed	(66,514)	(72,051)	(2,974,498)	(2,676,741)
Net increase (decrease)	(24,001)	(29,498)	$ (1,060,129)	$ (1,091,898)
Class K
Shares sold	13,902	11,377	$ 625,856	$ 427,050
Conversion from Blue Chip Growth	-	603	-	19,981
Reinvestment of distributions	70	139	2,916	4,902
Shares redeemed	(8,528)	(5,839)	(379,087)	(218,811)
Net increase (decrease)	5,444	6,280	$ 249,685	$ 233,122
Class F
Shares sold	12,501	8,796	$ 558,704	$ 331,310
Reinvestment of distributions	38	6	1,580	235
Shares redeemed	(2,171)	(282)	(102,054)	(10,900)
Net increase (decrease)	10,368	8,520	$ 458,230	$ 320,645

^A Conversion transactions for Class K and Blue Chip Growth are presented for the period August 1, 2009 through August 31, 2009.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

13. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and Shareholders of Fidelity Blue Chip Growth Fund:

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

September 16, 2011

Annual Report

Trustees and Officers

Annual Report

Trustees and Officers - continued

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-835-5092.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (76)
	Year of Election or Appointment: 2007 Mr. Curvey is Trustee and Acting Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Ronald P. O'Hanley (54)
	Year of Election or Appointment: 2011 Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

Annual Report

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (63)
	Year of Election or Appointment: 2005 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). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-Present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (57)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's, Inc. (restaurant and entertainment complexes, 2010-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-Present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
Ned C. Lautenbach (67)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (66)
	Year of Election or Appointment: 2008 Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).
Robert W. Selander (60)
	Year of Election or Appointment: 2011 Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (67)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (72)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.
David M. Thomas (62)
	Year of Election or Appointment: 2008 Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (60)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

Trustees and Officers - continued

Advisory Board Members and Executive Officers:

Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
Edward C. Johnson 3d (81)
	Year of Election or Appointment: 2011 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).
Peter S. Lynch (67)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
Kenneth B. Robins (41)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).
Bruce T. Herring (45)
	Year of Election or Appointment: 2006 Vice President of certain Equity Funds. Mr. Herring also serves as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investments Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.
Brian B. Hogan (46)
	Year of Election or Appointment: 2009 Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Scott C. Goebel (43)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
William C. Coffey (42)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Holly C. Laurent (57)
	Year of Election or Appointment: 2008 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).
Christine Reynolds (52)
	Year of Election or Appointment: 2008 Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Kenneth A. Rathgeber (64)
	Year of Election or Appointment: 2004 Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).
Jeffrey S. Christian (49)
	Year of Election or Appointment: 2009 Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).
Bryan A. Mehrmann (50)
	Year of Election or Appointment: 2005 Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments.
Adrien E. Deberghes (43)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Assistant Treasurer of other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (42)
	Year of Election or Appointment: 2010 Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
John R. Hebble (53)
	Year of Election or Appointment: 2009 Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.
Gary W. Ryan (52)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Jonathan Davis (43)
	Year of Election or Appointment: 2010 Assistant Treasurer of the Fidelity funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Distributions (Unaudited)

The Board of Trustees of Fidelity Blue Chip Growth Fund voted to pay shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities:

	Pay Date	Record Date	Capital Gains
Class F	09/12/11	09/09/11	$1.598

Class F designates 100% of the dividends distributed in September and December, during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Class F designates 100% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2012 of amounts for use in preparing 2011 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Blue Chip Growth Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Blue Chip Growth Fund

fid432889

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Blue Chip Growth Fund

fid432891

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that any potential economies of scale are being appropriately shared between fund shareholders and Fidelity.

Annual Report

Managing Your Investments

Fidelity offers several ways to conveniently manage your workplace benefits (including your workplace savings plan, investments, and additional services) via your telephone or PC. You can access your plan and account information and research your investments 24 hours a day.

By Phone

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

(phone_graphic)
Fidelity Workplace
Investing
1-800-835-5092

By PC

Fidelity's web site on the Internet provides a wide range of information, including plan information, daily financial news, fund performance, interactive planning tools, and news about Fidelity products and services.

(computer_graphic)
Fidelity's Web Site
www.401k.com

Annual Report

To Write Fidelity

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

(letter_graphic)
For Non-Retirement
Accounts

Buying shares

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

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

Selling shares

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

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

General Correspondence

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

(letter_graphic)
For Retirement
Accounts

Buying shares

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

Selling shares

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

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

General Correspondence

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.
New York, NY

BCF-F-ANN-0911
1.891663.102

fid432910

Fidelity®

Blue Chip Growth

Fund -
Class K

Annual Report

July 31, 2011
(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	The Chairman's message to shareholders.
Performance	<Click Here>	How the fund has done over time.
Management's Discussion of Fund Performance	<Click Here>	The Portfolio Manager's review of fundperformance and strategy.
Shareholder Expense Example	<Click Here>	An example of shareholder expenses.
Investment Changes	<Click Here>	A summary of major shifts in the fund's investments over the past six months.
Investments	<Click Here>	A complete list of the fund's investments with their market values.
Financial Statements	<Click Here>	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	<Click Here>	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	<Click Here>
Trustees and Officers	<Click Here>
Distributions	<Click Here>
Board Approval of Investment Advisory Contracts and Management Fees	<Click Here>

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-835-5092 to request a free copy of the proxy voting guidelines.

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

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

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

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_James_C_Curvey)

Dear Shareholder:

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

(The acting chairman's signature appears here.)

James C. Curvey
Acting Chairman

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended July 31, 2011	Past 1 year	Past 5 years	Past 10 years
Class K^A	28.37%	6.89%	2.82%

^AThe initial offering of Class K shares took place on May 9, 2008. Returns prior to May 9, 2008 are those of Fidelity® Blue Chip Growth Fund, the original class of the fund.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Blue Chip Growth Fund - Class K on July 31, 2001. The chart shows how the value of your investment would have changed, and also shows how the Russell 1000® Growth Index performed over the same period. The initial offering of Class K took place on May 9, 2008. See above for additional information regarding the performance of Class K.

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Annual Report

Management's Discussion of Fund Performance

Comments from Sonu Kalra, Portfolio Manager of Fidelity® Blue Chip Growth Fund: For the year, the fund's Class K shares rose 28.37%, solidly outpacing the 24.76% return of the Russell 1000®Growth Index. Security selection drove the fund's outperformance, mainly within technology, consumer discretionary and consumer staples. The top individual contributor was an underweighting in Cisco Systems. This producer of networking and communications tech products missed earnings estimates and its core IP (Internet protocol) switching business came under pressure from lower-cost competitors. Cisco was removed from the Russell 1000 Growth Index in June as part of the benchmark's annual rebalancing. Elsewhere, tech giant Apple - the fund's largest holding - helped, as did coal producer Massey Energy, which was acquired by Alpha Natural Resources. From an industry perspective, positioning in diversified financials hurt the most. Not owning index constituent International Business Machines was the biggest individual detractor, as the IT solutions/consulting services provider delivered solid earnings growth through disciplined operational expense management and also bought back some of its stock. Diversified financials firm Citigroup also hampered results. Some of the names I've mentioned in this review were not in the index, and some were sold by period end.

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2011 to July 31, 2011).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Annualized Expense Ratio	Beginning Account Value February 1, 2011	Ending Account Value July 31, 2011	Expenses Paid During Period* February 1, 2011 to July 31, 2011
Blue Chip Growth	.94%
Actual		$ 1,000.00	$ 1,040.60	$ 4.76
Hypothetical ^A		$ 1,000.00	$ 1,020.13	$ 4.71
Class K	.78%
Actual		$ 1,000.00	$ 1,041.70	$ 3.95
Hypothetical ^A		$ 1,000.00	$ 1,020.93	$ 3.91
Class F	.73%
Actual		$ 1,000.00	$ 1,041.90	$ 3.70
Hypothetical ^A		$ 1,000.00	$ 1,021.17	$ 3.66

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	8.1	6.9
Google, Inc. Class A	4.7	3.7
Amazon.com, Inc.	2.4	2.0
QUALCOMM, Inc.	2.3	3.0
Halliburton Co.	2.0	0.8
Exxon Mobil Corp.	2.0	3.1
Philip Morris International, Inc.	1.8	1.5
The Coca-Cola Co.	1.8	1.5
McDonald's Corp.	1.7	0.7
Oracle Corp.	1.6	1.5
	28.4
Top Five Market Sectors as of July 31, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	33.8	36.7
Consumer Discretionary	19.2	16.9
Energy	10.8	10.4
Consumer Staples	10.6	7.3
Health Care	9.9	6.7

Asset Allocation (% of fund's net assets)
As of July 31, 2011*			As of January 31, 2011**
	Stocks 99.6%			Stocks 99.8%
	Convertible Securities 0.2%			Convertible Securities 0.0%
	Short-Term Investments and Net Other Assets 0.2%			Short-Term Investments and Net Other Assets 0.2%
* Foreign investments		13.0%	** Foreign investments		11.2%

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Annual Report

Investments July 31, 2011

Showing Percentage of Net Assets

Common Stocks - 98.3%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 17.8%
Auto Components - 0.6%
Lear Corp.	136,700		$ 6,698
Tenneco, Inc. (a)	697,298		27,850
TRW Automotive Holdings Corp. (a)	772,100		38,968
Visteon Corp. (a)	173,100		10,853
			84,369
Automobiles - 1.0%
Bayerische Motoren Werke AG (BMW)	428,637		43,001
Brilliance China Automotive Holdings Ltd. (a)	4,058,000		5,181
Hyundai Motor Co.	75,033		16,725
Kia Motors Corp.	152,660		11,207
Tesla Motors, Inc. (a)(d)	2,597,600		73,174
			149,288
Diversified Consumer Services - 1.3%
Coinstar, Inc. (a)(d)	249,427		12,187
New Oriental Education & Technology Group, Inc. sponsored ADR (a)	101,800		13,003
Weight Watchers International, Inc.	2,086,172		161,032
			186,222
Hotels, Restaurants & Leisure - 5.2%
Arcos Dorados Holdings, Inc.	1,324,400		31,070
Bravo Brio Restaurant Group, Inc.	750,800		16,780
Brinker International, Inc.	758,000		18,207
Chipotle Mexican Grill, Inc. (a)	145,100		47,097
Dunkin' Brands Group, Inc.	855,100		24,738
Jubilant Foodworks Ltd. (a)	533,088		10,305
Las Vegas Sands Corp. (a)	2,155,000		101,673
Life Time Fitness, Inc. (a)	120,100		5,015
McDonald's Corp.	2,853,430		246,765
MGM Mirage, Inc. (a)(d)	1,149,700		17,372
Panera Bread Co. Class A (a)	254,800		29,381
Starbucks Corp.	2,904,900		116,457
WMS Industries, Inc. (a)	262,500		7,237
Wyndham Worldwide Corp.	1,100,485		38,066
Yum! Brands, Inc.	756,700		39,969
			750,132
Household Durables - 0.2%
Beazer Homes USA, Inc. (a)(d)	3,151,700		9,140
SodaStream International Ltd.	255,200		18,719
			27,859
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Internet & Catalog Retail - 3.1%
Amazon.com, Inc. (a)	1,544,600		$ 343,704
Netflix, Inc. (a)	70,900		18,859
Priceline.com, Inc. (a)	157,000		84,411
			446,974
Media - 0.5%
DISH Network Corp. Class A (a)	1,251,100		37,070
Focus Media Holding Ltd. ADR (a)(d)	528,900		17,396
Pandora Media, Inc.	35,800		540
ReachLocal, Inc. (a)(d)	720,300		13,102
			68,108
Multiline Retail - 1.5%
Macy's, Inc.	4,195,000		121,110
Target Corp.	1,785,179		91,919
			213,029
Specialty Retail - 2.4%
Abercrombie & Fitch Co. Class A	126,600		9,257
Ascena Retail Group, Inc. (a)	1,118,600		36,153
AutoZone, Inc. (a)	9,500		2,712
Bed Bath & Beyond, Inc. (a)	616,900		36,082
Chico's FAS, Inc.	1,336,300		20,165
Cia.Hering SA	254,600		5,456
Dick's Sporting Goods, Inc. (a)	377,400		13,964
Foot Locker, Inc.	1,330,800		28,918
Francescas Holdings Corp.	280,300		7,361
Limited Brands, Inc.	1,414,800		53,564
Ross Stores, Inc.	179,600		13,608
rue21, Inc. (a)(d)	200,000		6,574
Teavana Holdings, Inc.	19,300		544
TJX Companies, Inc.	1,562,740		86,420
Ulta Salon, Cosmetics & Fragrance, Inc. (a)	342,500		21,588
Vitamin Shoppe, Inc. (a)	195,000		8,494
			350,860
Textiles, Apparel & Luxury Goods - 2.0%
Arezzo Industria e Comercio SA	1,121,000		16,050
Coach, Inc.	169,300		10,930
Crocs, Inc. (a)	1,421,500		44,536
Deckers Outdoor Corp. (a)	180,800		17,944
Fossil, Inc. (a)	425,600		53,485
Gitanjali Gems Ltd.	2,187,799		15,333
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Textiles, Apparel & Luxury Goods - continued
NIKE, Inc. Class B	603,000		$ 54,360
Polo Ralph Lauren Corp. Class A	130,200		17,586
Steven Madden Ltd. (a)	271,950		10,361
Under Armour, Inc. Class A (sub. vtg.) (a)(d)	440,600		32,344
Vera Bradley, Inc. (d)	354,325		12,851
			285,780
TOTAL CONSUMER DISCRETIONARY			2,562,621
CONSUMER STAPLES - 10.6%
Beverages - 3.4%
Anheuser-Busch InBev SA NV ADR	504,500		29,049
Dr Pepper Snapple Group, Inc.	2,421,400		91,432
Hansen Natural Corp. (a)	680,600		52,148
PepsiCo, Inc.	932,800		59,737
The Coca-Cola Co.	3,769,700		256,377
			488,743
Food & Staples Retailing - 2.7%
Casey's General Stores, Inc.	258,600		11,637
Chefs' Warehouse Holdings	198,400		3,522
Costco Wholesale Corp.	578,700		45,283
CVS Caremark Corp.	2,635,400		95,797
Droga Raia SA	635,700		11,782
Sun Art Retail Group Ltd.	977,500		1,257
Walgreen Co.	3,296,100		128,680
Whole Foods Market, Inc.	1,463,100		97,589
			395,547
Food Products - 1.6%
Calbee, Inc.	408,300		17,188
Danone	396,900		28,400
Dean Foods Co. (a)	1,170,900		12,903
Diamond Foods, Inc. (d)	271,500		19,437
Green Mountain Coffee Roasters, Inc. (a)	1,222,600		127,089
Mead Johnson Nutrition Co. Class A	277,200		19,784
			224,801
Personal Products - 0.6%
Estee Lauder Companies, Inc. Class A	684,100		71,769
Herbalife Ltd.	296,461		16,519
			88,288
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Tobacco - 2.3%
Altria Group, Inc.	1,081,100		$ 28,433
Lorillard, Inc.	412,100		43,773
Philip Morris International, Inc.	3,608,500		256,817
			329,023
TOTAL CONSUMER STAPLES			1,526,402
ENERGY - 10.8%
Energy Equipment & Services - 5.6%
Baker Hughes, Inc.	1,249,800		96,710
Cameron International Corp. (a)	208,800		11,680
Carbo Ceramics, Inc.	129,800		20,258
Halliburton Co.	5,300,800		290,113
Helmerich & Payne, Inc.	218,100		15,060
ION Geophysical Corp. (a)	606,700		6,152
National Oilwell Varco, Inc.	1,180,000		95,073
Schlumberger Ltd.	2,556,100		230,995
Transocean Ltd. (United States)	680,000		41,861
			807,902
Oil, Gas & Consumable Fuels - 5.2%
Alpha Natural Resources, Inc. (a)	1,894,799		80,927
Amyris, Inc.	34,657		802
Anadarko Petroleum Corp.	194,800		16,083
Cabot Oil & Gas Corp.	768,300		56,916
Chesapeake Energy Corp.	772,800		26,546
Chevron Corp.	715,000		74,374
Continental Resources, Inc. (a)	271,700		18,636
EV Energy Partners LP	241,100		16,969
Exxon Mobil Corp.	3,501,900		279,417
Hess Corp.	419,900		28,788
Marathon Petroleum Corp.	383,200		16,780
Occidental Petroleum Corp.	1,137,600		111,690
Solazyme, Inc.	180,800		4,131
Western Refining, Inc. (a)(d)	889,200		18,166
			750,225
TOTAL ENERGY			1,558,127
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - 2.4%
Capital Markets - 0.3%
Morgan Stanley	1,693,400		$ 37,678
Commercial Banks - 0.2%
HDFC Bank Ltd.	1,262,465		13,895
ICICI Bank Ltd.	666,777		15,588
			29,483
Consumer Finance - 0.4%
Discover Financial Services	1,578,300		40,420
Shriram Transport Finance Co. Ltd.	1,309,840		18,978
			59,398
Diversified Financial Services - 1.3%
Citigroup, Inc.	4,889,020		187,445
Real Estate Management & Development - 0.2%
Parsvnath Developers Ltd. (a)(e)	21,771,340		22,924
Thrifts & Mortgage Finance - 0.0%
Housing Development Finance Corp. Ltd.	335,144		5,223
TOTAL FINANCIALS			342,151
HEALTH CARE - 9.8%
Biotechnology - 2.5%
Alexion Pharmaceuticals, Inc. (a)	622,900		35,381
Alkermes, Inc. (a)	917,100		15,811
Amarin Corp. PLC ADR (a)	1,645,200		22,276
Amylin Pharmaceuticals, Inc. (a)	1,832,100		21,820
ARIAD Pharmaceuticals, Inc. (a)	1,000,000		11,890
Biogen Idec, Inc. (a)	516,000		52,565
Cepheid, Inc. (a)	94,400		3,565
Exelixis, Inc. (a)	2,913,200		22,432
Human Genome Sciences, Inc. (a)	1,012,500		21,273
InterMune, Inc. (a)	778,802		25,996
Micromet, Inc. (a)	1,322,420		7,485
Pharmasset, Inc. (a)	64,800		7,865
Regeneron Pharmaceuticals, Inc. (a)	137,500		7,296
Vertex Pharmaceuticals, Inc. (a)	2,107,300		109,285
			364,940
Health Care Equipment & Supplies - 1.2%
C. R. Bard, Inc.	117,200		11,565
Covidien PLC	1,321,600		67,124
Edwards Lifesciences Corp. (a)	165,100		11,780
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
Mako Surgical Corp. (a)	200,000		$ 5,762
The Cooper Companies, Inc.	564,072		43,146
Volcano Corp. (a)	186,400		5,855
William Demant Holding A/S (a)	126,000		11,057
Zoll Medical Corp. (a)	130,900		9,118
			165,407
Health Care Providers & Services - 3.5%
Accretive Health, Inc. (a)	642,000		19,286
Aetna, Inc.	217,900		9,041
AmerisourceBergen Corp.	176,900		6,777
Apollo Hospitals Enterprise Ltd.	649,448		7,742
CIGNA Corp.	382,800		19,052
Express Scripts, Inc. (a)	2,271,280		123,240
Humana, Inc.	311,100		23,202
McKesson Corp.	1,148,000		93,126
Medco Health Solutions, Inc. (a)	2,014,100		126,647
Omnicare, Inc.	50,300		1,534
UnitedHealth Group, Inc.	660,000		32,756
Universal Health Services, Inc. Class B	325,200		16,143
WellPoint, Inc.	266,900		18,029
			496,575
Health Care Technology - 0.5%
Cerner Corp. (a)	978,200		65,041
SXC Health Solutions Corp. (a)	163,800		10,367
			75,408
Life Sciences Tools & Services - 0.2%
Illumina, Inc. (a)	220,400		13,764
Sequenom, Inc. (a)(d)	2,457,600		17,351
			31,115
Pharmaceuticals - 1.9%
Allergan, Inc.	126,100		10,253
AVANIR Pharmaceuticals Class A (a)(d)	1,264,000		4,740
Elan Corp. PLC sponsored ADR (a)	2,231,100		24,676
Endocyte, Inc.	1,477,700		19,698
GlaxoSmithKline PLC sponsored ADR	345,300		15,338
Johnson & Johnson	1,943,800		125,939
Novo Nordisk A/S Series B	76,779		9,391
Sanofi-Aventis sponsored ADR	371,600		14,400
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Pharmaceuticals - continued
Shire PLC sponsored ADR	152,700		$ 15,881
Valeant Pharmaceuticals International, Inc. (Canada)	499,900		27,517
			267,833
TOTAL HEALTH CARE			1,401,278
INDUSTRIALS - 9.4%
Aerospace & Defense - 3.7%
BE Aerospace, Inc. (a)	177,700		7,072
Honeywell International, Inc.	940,800		49,956
Precision Castparts Corp.	787,600		127,103
The Boeing Co.	2,166,100		152,645
United Technologies Corp.	2,463,600		204,085
			540,861
Air Freight & Logistics - 0.4%
United Parcel Service, Inc. Class B	769,600		53,272
Airlines - 0.2%
Copa Holdings SA Class A	426,600		27,989
Building Products - 0.2%
Armstrong World Industries, Inc.	920,900		36,376
Commercial Services & Supplies - 0.1%
Swisher Hygiene, Inc. (g)	1,159,960		5,243
Swisher Hygiene, Inc. (g)	935,531		3,806
			9,049
Construction & Engineering - 0.9%
Fluor Corp.	1,660,700		105,504
KBR, Inc.	550,900		19,640
			125,144
Electrical Equipment - 0.3%
Polypore International, Inc. (a)	667,500		45,390
Industrial Conglomerates - 1.2%
Carlisle Companies, Inc.	319,900		13,829
Danaher Corp.	2,360,600		115,929
General Electric Co.	2,358,000		42,232
			171,990
Machinery - 1.7%
Caterpillar, Inc.	446,300		44,090
Cummins, Inc.	730,900		76,657
Fanuc Corp.	169,500		32,176
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Machinery - continued
Ingersoll-Rand Co. Ltd.	921,300		$ 34,475
Jain Irrigation Systems Ltd.	780,008		3,073
Kennametal, Inc.	176,100		6,944
Pall Corp.	443,900		22,009
WABCO Holdings, Inc. (a)	399,900		25,214
			244,638
Road & Rail - 0.6%
CSX Corp.	787,200		19,342
Union Pacific Corp.	649,400		66,551
			85,893
Trading Companies & Distributors - 0.1%
Mills Estruturas e Servicos de Engenharia SA	827,400		11,201
TOTAL INDUSTRIALS			1,351,803
INFORMATION TECHNOLOGY - 33.8%
Communications Equipment - 3.6%
Alcatel-Lucent SA sponsored ADR (a)	25,984,395		105,237
Cisco Systems, Inc.	1,378,300		22,011
HTC Corp.	23,300		692
Juniper Networks, Inc. (a)	2,002,700		46,843
Polycom, Inc. (a)	847,300		22,903
QUALCOMM, Inc.	6,009,000		329,173
Riverbed Technology, Inc. (a)	700		20
			526,879
Computers & Peripherals - 10.0%
Apple, Inc. (a)	2,968,300		1,159,056
EMC Corp. (a)	3,372,000		87,942
Fusion-io, Inc.	100,600		2,979
NetApp, Inc. (a)(d)	2,672,700		127,007
SanDisk Corp. (a)	1,455,800		61,915
			1,438,899
Electronic Equipment & Components - 0.1%
Fabrinet (a)	683,381		10,524
TE Connectivity Ltd.	155,045		5,338
			15,862
Internet Software & Services - 7.2%
Baidu.com, Inc. sponsored ADR (a)	198,700		31,210
eBay, Inc. (a)	3,588,840		117,535
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Internet Software & Services - continued
Facebook, Inc. Class B (a)(g)	636,167		$ 15,904
Google, Inc. Class A (a)	1,115,967		673,698
GREE, Inc.	356,900		8,194
IAC/InterActiveCorp (a)	463,500		19,184
INFO Edge India Ltd.	293,110		4,969
Mail.ru Group Ltd. GDR (a)(f)	1,193,100		42,618
OpenTable, Inc. (a)	139,651		9,896
Rackspace Hosting, Inc. (a)	1,959,600		78,384
SINA Corp. (a)	60,100		6,496
Velti PLC (a)	1,398,000		23,081
			1,031,169
IT Services - 2.7%
Accenture PLC Class A	698,100		41,286
Cognizant Technology Solutions Corp. Class A (a)	1,541,100		107,677
MasterCard, Inc. Class A	611,400		185,407
ServiceSource International, Inc. (d)	322,900		6,025
Visa, Inc. Class A	524,923		44,902
			385,297
Semiconductors & Semiconductor Equipment - 3.9%
Altera Corp.	1,336,000		54,616
Avago Technologies Ltd.	3,152,700		106,025
Broadcom Corp. Class A	3,610,500		133,841
Freescale Semiconductor Holdings I Ltd.	1,955,069		31,926
GT Solar International, Inc. (a)(d)	1,567,100		21,375
Marvell Technology Group Ltd. (a)	3,088,986		45,779
NVIDIA Corp. (a)	6,614,973		91,485
NXP Semiconductors NV	2,090,000		41,340
PMC-Sierra, Inc. (a)	4,712,600		32,941
			559,328
Software - 6.3%
BroadSoft, Inc. (a)	815,700		23,827
Check Point Software Technologies Ltd. (a)	1,510,000		87,052
Citrix Systems, Inc. (a)	363,000		26,151
Electronic Arts, Inc. (a)	1,201,000		26,722
Informatica Corp. (a)	1,168,000		59,720
Microsoft Corp.	4,475,400		122,626
MicroStrategy, Inc. Class A (a)	44,800		7,140
Nuance Communications, Inc. (a)	1,265,900		25,331
Oracle Corp.	7,566,300		231,377
QLIK Technologies, Inc.	1,011,763		30,667
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
RealPage, Inc. (d)	66,073		$ 1,589
Red Hat, Inc. (a)	1,604,700		67,526
Rovi Corp. (a)	150,200		7,956
salesforce.com, Inc. (a)	730,265		105,677
VMware, Inc. Class A (a)	860,700		86,363
			909,724
TOTAL INFORMATION TECHNOLOGY			4,867,158
MATERIALS - 3.7%
Chemicals - 2.6%
Celanese Corp. Class A	268,700		14,813
CF Industries Holdings, Inc.	591,800		91,918
E.I. du Pont de Nemours & Co.	676,000		34,760
LyondellBasell Industries NV Class A	1,734,300		68,435
Monsanto Co.	240,700		17,687
Potash Corp. of Saskatchewan, Inc.	252,800		14,595
Rockwood Holdings, Inc. (a)	572,600		34,625
The Mosaic Co.	1,343,700		95,026
			371,859
Containers & Packaging - 0.1%
Ball Corp.	365,600		14,185
Metals & Mining - 1.0%
Carpenter Technology Corp.	733,325		42,122
Freeport-McMoRan Copper & Gold, Inc.	1,615,000		85,530
Royal Gold, Inc.	188,800		12,102
			139,754
TOTAL MATERIALS			525,798
TOTAL COMMON STOCKS (Cost $10,729,699)		14,135,338
Preferred Stocks - 1.5%

Convertible Preferred Stocks - 0.2%
CONSUMER DISCRETIONARY - 0.1%
Textiles, Apparel & Luxury Goods - 0.1%
Michael Kors Holdings Ltd. (a)(g)	325,704		15,000
Preferred Stocks - continued
	Shares		Value (000s)
Convertible Preferred Stocks - continued
HEALTH CARE - 0.1%
Pharmaceuticals - 0.1%
Merrimack Pharmaceuticals, Inc. Series G (g)	2,142,858		$ 15,000
TOTAL CONVERTIBLE PREFERRED STOCKS			30,000
Nonconvertible Preferred Stocks - 1.3%
CONSUMER DISCRETIONARY - 1.3%
Automobiles - 1.3%
Porsche Automobil Holding SE (Germany)	1,026,800		79,197
Volkswagen AG	547,800		109,762
			188,959
TOTAL PREFERRED STOCKS (Cost $171,905)		218,959
Money Market Funds - 1.0%

Fidelity Securities Lending Cash Central Fund, 0.15% (b)(c) (Cost $146,021)	146,021,398		146,021
TOTAL INVESTMENT PORTFOLIO - 100.8% (Cost $11,047,625)			14,500,318
NET OTHER ASSETS (LIABILITIES) - (0.8)%			(109,870)
NET ASSETS - 100%		$ 14,390,448

Legend

(a) Non-income producing

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

(e) Affiliated company

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Facebook, Inc. Class B	3/31/11 - 5/19/11	$ 15,909
Merrimack Pharmaceuticals, Inc. Series G	3/31/11	$ 15,000
Michael Kors Holdings Ltd.	7/8/11	$ 15,000
Swisher Hygiene, Inc.	3/22/11	$ 5,800
Swisher Hygiene, Inc.	4/15/11	$ 7,204

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 54
Fidelity Securities Lending Cash Central Fund	1,516
Total	$ 1,570

Other Affiliated Issuers

Affiliates (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Furniture Brands International, Inc.	$ 16,160	$ -	$ 14,466	$ -	$ -
Parsvnath Developers Ltd.	18,023	14,168	-	-	22,924
Total	$ 34,183	$ 14,168	$ 14,466	$ -	$ 22,924

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 2,766,580	$ 2,751,580	$ -	$ 15,000
Consumer Staples	1,526,402	1,526,402	-	-
Energy	1,558,127	1,558,127	-	-
Financials	342,151	312,668	29,483	-
Health Care	1,416,278	1,391,887	9,391	15,000
Industrials	1,351,803	1,347,997	3,806	-
Information Technology	4,867,158	4,851,254	-	15,904
Materials	525,798	525,798	-	-
Money Market Funds	146,021	146,021	-	-
Total Investments in Securities:	$ 14,500,318	$ 14,411,734	$ 42,680	$ 45,904

The following is a reconciliation of Investments in Securities for which Level 3 inputs were used in determining value:

(Amounts in thousands)
Investments in Securities:
Beginning Balance	$ 6,774
Total Realized Gain (Loss)	(1,136)
Total Unrealized Gain (Loss)	170
Cost of Purchases	45,908
Proceeds of Sales	(5,812)
Amortization/Accretion	-
Transfers in to Level 3	-
Transfers out of Level 3	-
Ending Balance	$ 45,904
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at July 31, 2011	$ (4)

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

United States of America	87.0%
Germany	1.6%
Curacao	1.6%
Ireland	1.2%
France	1.0%
Others (Individually Less Than 1%)	7.6%
	100.0%

Income Tax Information

The Fund intends to elect to defer to its fiscal year ending July 31, 2012 approximately $7,175,000 of currency losses recognized during the period November 1, 2010 to July 31, 2011.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	July 31, 2011

Assets
Investment in securities, at value (including securities loaned of $140,857) - See accompanying schedule: Unaffiliated issuers (cost $10,870,753)	$ 14,331,373
Fidelity Central Funds (cost $146,021)	146,021
Other affiliated issuers (cost $30,851)	22,924
Total Investments (cost $11,047,625)		$ 14,500,318
Receivable for investments sold		325,167
Receivable for fund shares sold		13,859
Dividends receivable		3,107
Distributions receivable from Fidelity Central Funds		193
Other receivables		1,218
Total assets		14,843,862

Liabilities
Payable to custodian bank	$ 93
Payable for investments purchased	217,799
Payable for fund shares redeemed	70,986
Accrued management fee	8,786
Notes payable to affiliates	6,851
Other affiliated payables	2,289
Other payables and accrued expenses	589
Collateral on securities loaned, at value	146,021
Total liabilities		453,414

Net Assets		$ 14,390,448
Net Assets consist of:
Paid in capital		$ 10,512,137
Accumulated net investment loss		(7,667)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		433,284
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		3,452,694
Net Assets		$ 14,390,448

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

Annual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	July 31, 2011

Blue Chip Growth: Net Asset Value, offering price and redemption price per share ($12,024,038 ÷ 249,612 shares)		$ 48.17

Class K: Net Asset Value, offering price and redemption price per share ($1,454,854 ÷ 30,179 shares)		$ 48.21

Class F: Net Asset Value, offering price and redemption price per share ($911,556 ÷ 18,896 shares)		$ 48.24

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

Annual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Year ended July 31, 2011

Investment Income
Dividends		$ 116,312
Interest		4
Income from Fidelity Central Funds		1,570
Total income		117,886

Expenses
Management fee Basic fee	$ 76,012
Performance adjustment	19,530
Transfer agent fees	26,204
Accounting and security lending fees	1,466
Custodian fees and expenses	448
Independent trustees' compensation	72
Appreciation in deferred trustee compensation account	1
Registration fees	144
Audit	111
Legal	64
Interest	15
Miscellaneous	139
Total expenses before reductions	124,206
Expense reductions	(1,803)	122,403
Net investment income (loss)		(4,517)
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	1,575,157
Other affiliated issuers	(10,044)
Foreign currency transactions	(2,955)
Total net realized gain (loss)		1,562,158
Change in net unrealized appreciation (depreciation) on: Investment securities (net of decrease in deferred foreign taxes of $49)	1,651,481
Assets and liabilities in foreign currencies	176
Total change in net unrealized appreciation (depreciation)		1,651,657
Net gain (loss)		3,213,815
Net increase (decrease) in net assets resulting from operations		$ 3,209,298

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

Annual Report

Statement of Changes in Net Assets

Amounts in thousands	Year ended July 31, 2011	Year ended July 31, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (4,517)	$ 13,622
Net realized gain (loss)	1,562,158	1,055,028
Change in net unrealized appreciation (depreciation)	1,651,657	793,347
Net increase (decrease) in net assets resulting from operations	3,209,298	1,861,997
Distributions to shareholders from net investment income	(2,405)	(57,433)
Distributions to shareholders from net realized gain	(12,451)	-
Total distributions	(14,856)	(57,433)
Share transactions - net increase (decrease)	(352,214)	(538,131)
Total increase (decrease) in net assets	2,842,228	1,266,433

Net Assets
Beginning of period	11,548,220	10,281,787
End of period (including accumulated net investment loss of $7,667 and undistributed net investment income of $2,062, respectively)	$ 14,390,448	$ 11,548,220

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

Annual Report

Financial Highlights - Blue Chip Growth

Years ended July 31,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 37.63	$ 31.97	$ 39.06	$ 46.88	$ 41.54
Income from Investment Operations
Net investment income (loss) ^B	(.03)	.04	.27	.35	.32
Net realized and unrealized gain (loss)	10.61	5.80	(6.36)	(2.89)	6.19
Total from investment operations	10.58	5.84	(6.09)	(2.54)	6.51
Distributions from net investment income	(.00) ^{F, G}	(.18)	(.29)	(.33)	(.24)
Distributions from net realized gain	(.04) ^F	-	(.71)	(4.95)	(.93)
Total distributions	(.04)	(.18)	(1.00)	(5.28)	(1.17)
Net asset value, end of period	$ 48.17	$ 37.63	$ 31.97	$ 39.06	$ 46.88
Total Return^A	28.12%	18.29%	(15.85)%	(6.30)%	16.02%
Ratios to Average Net Assets^C,E
Expenses before reductions	.94%	.94%	.76%	.58%	.60%
Expenses net of fee waivers, if any	.94%	.94%	.76%	.58%	.60%
Expenses net of all reductions	.92%	.93%	.76%	.57%	.59%
Net investment income (loss)	(.06)%	.10%	.93%	.81%	.72%
Supplemental Data
Net assets, end of period (in millions)	$ 12,024	$ 10,295	$ 9,691	$ 13,349	$ 18,616
Portfolio turnover rate ^D	132%	135%	134%	82%	87%

^A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

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

^D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^F The amount shown reflects certain reclassifications related to book to tax differences.

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

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

Annual Report

Financial Highlights - Class K

Years ended July 31,	2011	2010	2009	2008 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 37.66	$ 32.01	$ 39.07	$ 41.81
Income from Investment Operations
Net investment income (loss) ^D	.05	.11	.32	.10
Net realized and unrealized gain (loss)	10.62	5.79	(6.33)	(2.84)
Total from investment operations	10.67	5.90	(6.01)	(2.74)
Distributions from net investment income	(.05) ^I	(.25)	(.34)	-
Distributions from net realized gain	(.07) ^I	-	(.71)	-
Total distributions	(.12)	(.25)	(1.05)	-
Net asset value, end of period	$ 48.21	$ 37.66	$ 32.01	$ 39.07
Total Return^B,C	28.37%	18.48%	(15.61)%	(6.55)%
Ratios to Average Net Assets^E,H
Expenses before reductions	.77%	.75%	.53%	.41% ^A
Expenses net of fee waivers, if any	.77%	.75%	.53%	.41% ^A
Expenses net of all reductions	.76%	.74%	.52%	.41% ^A
Net investment income (loss)	.11%	.30%	1.16%	1.09% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,454,854	$ 931,601	$ 590,673	$ 93
Portfolio turnover rate ^F	132%	135%	134%	82%

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

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

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^G For the period May 9, 2008 (commencement of sale of shares) to July 31, 2008.

^I The amount shown reflects certain reclassifications related to book to tax differences.

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

Annual Report

Financial Highlights - Class F

Years ended July 31,	2011	2010	2009 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 37.69	$ 31.98	$ 29.16
Income from Investment Operations
Net investment income (loss) ^D	.07	.13	- ^I
Net realized and unrealized gain (loss)	10.61	5.80	2.82
Total from investment operations	10.68	5.93	2.82
Distributions from net investment income	(.06) ^J	(.22)	-
Distributions from net realized gain	(.08) ^J	-	-
Total distributions	(.13) ^K	(.22)	-
Net asset value, end of period	$ 48.24	$ 37.69	$ 31.98
Total Return^B,C	28.41%	18.59%	9.67%
Ratios to Average Net Assets^E,H
Expenses before reductions	.72%	.70%	.51% ^A
Expenses net of fee waivers, if any	.72%	.70%	.51% ^A
Expenses net of all reductions	.71%	.68%	.51% ^A
Net investment income (loss)	.16%	.35%	(.05)% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 911,556	$ 321,409	$ 261
Portfolio turnover rate ^F	132%	135%	134%

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

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

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^G For the period June 26, 2009 (commencement of sale of shares) to July 31, 2009.

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

^J The amount shown reflects certain reclassifications related to book to tax differences.

^K Total distributions of $.13 per share is comprised of distributions from net investment income of $.058 and distributions from net realized gain of $.076 per share.

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

Annual Report

Notes to Financial Statements

For the period ended July 31, 2011

(Amounts in thousands except ratios)

1. Organization.

2. Investments in Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

3. Significant Accounting Policies.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

the financial statements. The following summarizes the significant accounting policies of the Fund:

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 3,629,356
Gross unrealized depreciation	(223,692)
Net unrealized appreciation (depreciation) on securities and other investments	$ 3,405,664

Tax Cost	$ 11,094,654

The tax-based components of distributable earnings as of period end were as follows:

Undistributed long-term capital gain	$ 480,312
Net unrealized appreciation (depreciation)	$ 3,405,665

The tax character of distributions paid was as follows:

	July 31, 2011	July 31, 2010
Ordinary Income	$ 2,405	$ 57,433
Long-term Capital Gains	12,451	-
Total	$ 14,856	$ 57,433

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

4. Operating Policies.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $17,822,174 and $18,155,781, respectively.

6. Fees and Other Transactions with Affiliates.

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6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets
Blue Chip Growth	$ 25,585	.22
Class K	619	.05
	$ 26,204

Borrower or Lender	Average Daily Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 18,305	.44%	$ 12

7. Committed Line of Credit.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

8. Security Lending.

9. Bank Borrowings.

10. Expense Reductions.

Annual Report

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,	2011	2010
From net investment income
Blue Chip Growth	$ 670	$ 52,296
Class K	1,165	4,902
Class F	570	235
Total	$ 2,405	$ 57,433
From net realized gain
Blue Chip Growth	$ 9,690	$ -
Class K	1,750	-
Class F	1,011	-
Total	$ 12,451	$ -

12. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended July 31,	2011	2010 ^A	2011	2010 ^A
Blue Chip Growth
Shares sold	42,281	41,698	$ 1,904,203	$ 1,553,486
Conversion to Class K	-	(604)	-	(19,981)
Reinvestment of distributions	232	1,459	10,166	51,338
Shares redeemed	(66,514)	(72,051)	(2,974,498)	(2,676,741)
Net increase (decrease)	(24,001)	(29,498)	$ (1,060,129)	$ (1,091,898)
Class K
Shares sold	13,902	11,377	$ 625,856	$ 427,050
Conversion from Blue Chip Growth	-	603	-	19,981
Reinvestment of distributions	70	139	2,916	4,902
Shares redeemed	(8,528)	(5,839)	(379,087)	(218,811)
Net increase (decrease)	5,444	6,280	$ 249,685	$ 233,122
Class F
Shares sold	12,501	8,796	$ 558,704	$ 331,310
Reinvestment of distributions	38	6	1,580	235
Shares redeemed	(2,171)	(282)	(102,054)	(10,900)
Net increase (decrease)	10,368	8,520	$ 458,230	$ 320,645

^A Conversion transactions for Class K and Blue Chip Growth are presented for the period August 1, 2009 through August 31, 2009.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

13. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and Shareholders of Fidelity Blue Chip Growth Fund:

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

September 16, 2011

Annual Report

Trustees and Officers

Annual Report

Trustees and Officers - continued

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-835-5092.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (76)
	Year of Election or Appointment: 2007 Mr. Curvey is Trustee and Acting Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Ronald P. O'Hanley (54)
	Year of Election or Appointment: 2011 Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

Annual Report

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (63)
	Year of Election or Appointment: 2005 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). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-Present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (57)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's, Inc. (restaurant and entertainment complexes, 2010-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-Present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
Ned C. Lautenbach (67)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (66)
	Year of Election or Appointment: 2008 Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).
Robert W. Selander (60)
	Year of Election or Appointment: 2011 Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (67)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (72)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.
David M. Thomas (62)
	Year of Election or Appointment: 2008 Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (60)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

Trustees and Officers - continued

Advisory Board Members and Executive Officers:

Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
Edward C. Johnson 3d (81)
	Year of Election or Appointment: 2011 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).
Peter S. Lynch (67)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
Kenneth B. Robins (41)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).
Bruce T. Herring (45)
	Year of Election or Appointment: 2006 Vice President of certain Equity Funds. Mr. Herring also serves as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investments Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.
Brian B. Hogan (46)
	Year of Election or Appointment: 2009 Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Scott C. Goebel (43)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
William C. Coffey (42)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Holly C. Laurent (57)
	Year of Election or Appointment: 2008 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).
Christine Reynolds (52)
	Year of Election or Appointment: 2008 Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Kenneth A. Rathgeber (64)
	Year of Election or Appointment: 2004 Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).
Jeffrey S. Christian (49)
	Year of Election or Appointment: 2009 Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).
Bryan A. Mehrmann (50)
	Year of Election or Appointment: 2005 Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments.
Adrien E. Deberghes (43)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Assistant Treasurer of other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (42)
	Year of Election or Appointment: 2010 Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
John R. Hebble (53)
	Year of Election or Appointment: 2009 Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.
Gary W. Ryan (52)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Jonathan Davis (43)
	Year of Election or Appointment: 2010 Assistant Treasurer of the Fidelity funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Distributions (Unaudited)

The Board of Trustees of Fidelity Blue Chip Growth Fund voted to pay on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities:

	Pay Date	Record Date	Capital Gains
Class K	9/12/11	9/09/11	$1.598

Class K designates 100% of the dividends distributed in September and December, during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Class K designates 100% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2012 of amounts for use in preparing 2011 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Blue Chip Growth Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Blue Chip Growth Fund

fid432889

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Blue Chip Growth Fund

fid432891

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that any potential economies of scale are being appropriately shared between fund shareholders and Fidelity.

Annual Report

Managing Your Investments

By Phone

(phone_graphic)
Fidelity Workplace
Investing
1-800-835-5092

By PC

(computer_graphic)
Fidelity's Web Site
www.401k.com

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.
New York, NY

BCF-K-UANN-0911
1.863112.102

fid432910

Fidelity®

Blue Chip Value

Fund

Annual Report

July 31, 2011
(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	The Chairman's message to shareholders.
Performance	<Click Here>	How the fund has done over time.
Management's Discussion of Fund Performance	<Click Here>	The Portfolio Manager's review of fundperformance and strategy.
Shareholder Expense Example	<Click Here>	An example of shareholder expenses.
Investment Changes	<Click Here>	A summary of major shifts in the fund's investments over the past 6 months.
Investments	<Click Here>	A complete list of the fund's investments with their market values.
Financial Statements	<Click Here>	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	<Click Here>	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	<Click Here>
Trustees and Officers	<Click Here>
Distributions	<Click Here>
Board Approval of Investment Advisory Contracts and Management Fees	<Click Here>

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

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

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

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_James_C_Curvey)

Dear Shareholder:

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

(The acting chairman's signature appears here.)

James C. Curvey
Acting Chairman

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the fund's distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended July 31, 2011	Past 1 year	Past 5 years	Life of fund^A
Fidelity® Blue Chip Value Fund	12.14%	-1.91%	3.49%

^AFrom June 17, 2003.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® Blue Chip Value Fund on June 17, 2003, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the Russell 1000® Value Index performed over the same period.

fid432975

Annual Report

Management's Discussion of Fund Performance

Market Recap: U.S. stocks registered solid double-digit gains for the 12 months ending July 31, 2011, extending a rally that began more than two years earlier. Despite a rough start in August 2010, markets turned positive in September, as increased demand for capital goods and other upbeat indicators trumped investor worry about a U.S. recessionary relapse. The broad market, as measured by the S&P 500®Index, rose 9% that month, its biggest September gain in 71 years. Seven more monthly advances followed, fueled by encouraging corporate earnings and economic activity. However, volatility picked up in the period's latter months, as markets reacted to continued high U.S. unemployment, nagging debt troubles in Europe and looming legislative battles over the federal debt ceiling. May unemployment rose above 9% for the first time in 2011, contributing to a traditional "June swoon" for stocks. Market uncertainty lingered in July, when the S&P 500® posted its second-biggest monthly loss of the period. For the full year, the S&P 500® climbed 19.65%, while the blue-chip-laden Dow Jones Industrial Average^SM rose a comparable 19.09% and the technology-heavy Nasdaq Composite® Index gained 23.40%. On the capitalization spectrum, stocks of mid-cap companies fared best, with the Russell Midcap® Index rising 24.51% and the small-cap Russell 2000® Index adding 23.92%.

Comments from Michael Chren, Portfolio Manager of Fidelity® Blue Chip Value Fund: For the year, the fund returned 12.14%, versus 16.76% for the Russell 1000® Value Index. The fund's underperformance was mainly driven by positioning in technology and financials. In tech, a sizable out-of-index stake in France-based telecommunications equipment manufacturer Alcatel-Lucent was the fund's biggest individual detractor. Positions in Hewlett-Packard and Xerox also suffered. Holdings in diversified financials hurt, with shares of Citigroup, Bank of America, JPMorgan Chase and Goldman Sachs Group all lagging. Investments in banking detracted, including stakes in Wells Fargo and a non-index position in mortgage insurer Radian Group, as did the fund's foreign holdings despite a weaker U.S. dollar. Stocks in consumer discretionary also hurt. On the positive side, positioning in consumer staples helped, including an out-of-index stake in Mexican brewer Grupo Modelo and U.S. cigarette manufacturer Lorillard. In energy, the fund saw good performance from Marathon Oil and coal producer Massey Energy, the latter of which was acquired during the period. Health care was another bright spot, led by large-cap drug companies Pfizer and Eli Lilly. Lastly, underweighting insurance-focused conglomerate Berkshire Hathaway paid off. Positioning in industrials also helped meaningfully. Some of these stocks were sold prior to period end.

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2011 to July 31, 2011).

Actual Expenses

The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

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

Annual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio	Beginning Account Value February 1, 2011	Ending Account Value July 31, 2011	Expenses Paid During Period* February 1, 2011 to July 31, 2011
Actual	.77%	$ 1,000.00	$ 983.70	$ 3.79
Hypothetical (5% return per year before expenses)		$ 1,000.00	$ 1,020.98	$ 3.86

* Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Grupo Modelo SAB de CV Series C	4.9	2.7
Citigroup, Inc.	4.6	2.6
Garmin Ltd.	4.3	2.8
Alcatel-Lucent SA sponsored ADR	4.2	0.0
Pfizer, Inc.	3.8	5.5
Goldman Sachs Group, Inc.	3.7	1.4
Johnson & Johnson	3.3	2.7
General Electric Co.	3.2	3.5
Chevron Corp.	3.0	2.7
Merck & Co., Inc.	3.0	2.5
	38.0
Top Five Market Sectors as of July 31, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	25.8	22.4
Information Technology	14.5	11.0
Health Care	14.1	16.6
Energy	12.0	12.3
Consumer Discretionary	10.9	7.9

Asset Allocation (% of fund's net assets)
As of July 31, 2011*			As of January 31, 2011**
	Stocks 98.1%			Stocks 97.7%
	Short-Term Investments and Net Other Assets 1.9%			Short-Term Investments and Net Other Assets 2.3%
* Foreign investments		24.1%	** Foreign investments		22.3%

fid432981

Annual Report

Investments July 31, 2011

Showing Percentage of Net Assets

Common Stocks - 98.1%
	Shares		Value
CONSUMER DISCRETIONARY - 10.9%
Automobiles - 0.3%
Honda Motor Co. Ltd.	38,200		$ 1,516,016
Household Durables - 4.3%
D.R. Horton, Inc.	15,656		185,993
Garmin Ltd. (d)	564,802		18,429,489
			18,615,482
Media - 3.5%
Comcast Corp. Class A (special) (non-vtg.)	55,492		1,295,183
Time Warner, Inc.	115,200		4,050,432
Washington Post Co. Class B (d)	24,203		9,736,867
			15,082,482
Multiline Retail - 1.9%
JCPenney Co., Inc.	193,321		5,946,554
Target Corp.	40,500		2,085,345
			8,031,899
Specialty Retail - 0.9%
American Eagle Outfitters, Inc.	311,566		4,093,977
TOTAL CONSUMER DISCRETIONARY			47,339,856
CONSUMER STAPLES - 9.6%
Beverages - 4.9%
Grupo Modelo SAB de CV Series C	3,408,200		21,026,031
Food & Staples Retailing - 1.8%
CVS Caremark Corp.	146,674		5,331,600
Kroger Co.	103,960		2,585,485
			7,917,085
Food Products - 1.8%
Dean Foods Co. (a)	170,357		1,877,334
Kraft Foods, Inc. Class A	175,260		6,025,439
			7,902,773
Tobacco - 1.1%
Lorillard, Inc.	42,777		4,543,773
TOTAL CONSUMER STAPLES			41,389,662
ENERGY - 12.0%
Energy Equipment & Services - 1.1%
Transocean Ltd. (United States)	81,815		5,036,531
Common Stocks - continued
	Shares		Value
ENERGY - continued
Oil, Gas & Consumable Fuels - 10.9%
Anadarko Petroleum Corp.	63,700		$ 5,259,072
Apache Corp.	19,300		2,387,796
BP PLC sponsored ADR	100,320		4,558,541
Chevron Corp.	126,800		13,189,736
ConocoPhillips	78,100		5,622,419
Marathon Oil Corp.	106,582		3,300,845
Marathon Petroleum Corp.	100,090		4,382,941
Occidental Petroleum Corp.	82,219		8,072,261
Suncor Energy, Inc.	8,200		314,302
			47,087,913
TOTAL ENERGY			52,124,444
FINANCIALS - 25.8%
Capital Markets - 7.2%
Bank of New York Mellon Corp.	177,900		4,467,069
E*TRADE Financial Corp. (a)	123,267		1,957,480
Goldman Sachs Group, Inc.	117,727		15,889,613
Morgan Stanley	190,878		4,247,036
Northern Trust Corp.	45,400		2,038,687
State Street Corp.	60,770		2,520,132
			31,120,017
Commercial Banks - 5.3%
Aozora Bank Ltd.	1,828,000		4,465,199
KeyCorp	342,275		2,751,891
Sumitomo Mitsui Financial Group, Inc.	196,100		6,170,705
Wells Fargo & Co.	339,898		9,496,750
			22,884,545
Consumer Finance - 0.7%
Discover Financial Services	115,081		2,947,224
Diversified Financial Services - 8.1%
Bank of America Corp.	683,302		6,634,862
Citigroup, Inc.	512,788		19,660,292
JPMorgan Chase & Co.	218,016		8,818,747
			35,113,901
Insurance - 4.3%
Berkshire Hathaway, Inc. Class B (a)	39,652		2,940,989
First American Financial Corp.	248,868		3,979,399
Lincoln National Corp.	39,000		1,033,500
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Insurance - continued
MetLife, Inc.	170,632		$ 7,031,745
RenaissanceRe Holdings Ltd.	22,300		1,551,857
XL Group PLC Class A	113,012		2,319,006
			18,856,496
Thrifts & Mortgage Finance - 0.2%
Radian Group, Inc.	259,699		823,246
TOTAL FINANCIALS			111,745,429
HEALTH CARE - 14.1%
Biotechnology - 0.5%
Gilead Sciences, Inc. (a)	54,436		2,305,909
Health Care Equipment & Supplies - 0.7%
CareFusion Corp. (a)	114,400		3,019,016
Health Care Providers & Services - 1.1%
Omnicare, Inc.	149,079		4,546,910
Pharmaceuticals - 11.8%
Eli Lilly & Co.	132,537		5,076,167
Johnson & Johnson	222,479		14,414,414
Merck & Co., Inc.	376,715		12,857,283
Pfizer, Inc.	857,184		16,492,220
Sanofi-Aventis sponsored ADR	56,500		2,189,375
			51,029,459
TOTAL HEALTH CARE			60,901,294
INDUSTRIALS - 6.3%
Aerospace & Defense - 1.4%
Textron, Inc.	82,706		1,912,990
United Technologies Corp.	50,500		4,183,420
			6,096,410
Building Products - 0.3%
Armstrong World Industries, Inc.	30,718		1,213,361
Construction & Engineering - 0.7%
Jacobs Engineering Group, Inc. (a)	75,450		2,953,113
Electrical Equipment - 0.7%
Alstom SA	54,140		2,859,210
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Industrial Conglomerates - 3.2%
General Electric Co.	779,941		$ 13,968,743
TOTAL INDUSTRIALS			27,090,837
INFORMATION TECHNOLOGY - 14.5%
Communications Equipment - 7.4%
Alcatel-Lucent SA sponsored ADR (a)	4,531,560		18,352,818
Cisco Systems, Inc.	334,899		5,348,337
Comverse Technology, Inc. (a)	1,144,450		8,583,375
			32,284,530
Computers & Peripherals - 2.4%
Seagate Technology	235,094		3,265,456
Western Digital Corp. (a)	209,298		7,212,409
			10,477,865
Electronic Equipment & Components - 0.8%
Corning, Inc.	209,405		3,331,634
Office Electronics - 1.2%
Xerox Corp.	548,500		5,117,505
Semiconductors & Semiconductor Equipment - 1.7%
Advanced Micro Devices, Inc. (a)	986,633		7,241,886
Software - 1.0%
Microsoft Corp.	157,703		4,321,062
TOTAL INFORMATION TECHNOLOGY			62,774,482
MATERIALS - 2.9%
Chemicals - 2.0%
Clariant AG (Reg.) (a)	544,277		8,595,120
Metals & Mining - 0.9%
Goldcorp, Inc.	85,900		4,107,987
TOTAL MATERIALS			12,703,107
TELECOMMUNICATION SERVICES - 1.1%
Wireless Telecommunication Services - 1.1%
Sprint Nextel Corp. (a)	1,174,297		4,967,276
Common Stocks - continued
	Shares		Value
UTILITIES - 0.9%
Electric Utilities - 0.9%
NextEra Energy, Inc.	69,475		$ 3,838,494
TOTAL COMMON STOCKS (Cost $452,880,547)		424,874,881
Money Market Funds - 6.2%

Fidelity Cash Central Fund, 0.14% (b)	10,039,020		10,039,020
Fidelity Securities Lending Cash Central Fund, 0.15% (b)(c)	16,871,573		16,871,573
TOTAL MONEY MARKET FUNDS (Cost $26,910,593)		26,910,593
TOTAL INVESTMENT PORTFOLIO - 104.3% (Cost $479,791,140)			451,785,474
NET OTHER ASSETS (LIABILITIES) - (4.3)%			(18,738,781)
NET ASSETS - 100%		$ 433,046,693

Legend

(a) Non-income producing

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

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund	Income earned
Fidelity Cash Central Fund	$ 10,194
Fidelity Securities Lending Cash Central Fund	295,567
Total	$ 305,761

Other Information

The following is a summary of the inputs used, as of July 31, 2011, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 47,339,856	$ 45,823,840	$ 1,516,016	$ -
Consumer Staples	41,389,662	41,389,662	-	-
Energy	52,124,444	52,124,444	-	-
Financials	111,745,429	105,574,724	6,170,705	-
Health Care	60,901,294	60,901,294	-	-
Industrials	27,090,837	27,090,837	-	-
Information Technology	62,774,482	62,774,482	-	-
Materials	12,703,107	12,703,107	-	-
Telecommunication Services	4,967,276	4,967,276	-	-
Utilities	3,838,494	3,838,494	-	-
Money Market Funds	26,910,593	26,910,593	-	-
Total Investments in Securities:	$ 451,785,474	$ 444,098,753	$ 7,686,721	$ -

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

United States of America	75.9%
Switzerland	7.4%
France	5.4%
Mexico	4.9%
Japan	2.7%
Ireland	1.2%
United Kingdom	1.1%
Canada	1.0%
Others (Individually Less Than 1%)	0.4%
	100.0%

Income Tax Information

At July 31, 2011, the Fund had a capital loss carryforward of approximately $132,406,877 of which $76,906,749 and $55,500,128 will expire in fiscal 2017 and 2018, respectively. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

	July 31, 2011
Assets
Investment in securities, at value (including securities loaned of $16,639,929) - See accompanying schedule: Unaffiliated issuers (cost $452,880,547)	$ 424,874,881
Fidelity Central Funds (cost $26,910,593)	26,910,593
Total Investments (cost $479,791,140)		$ 451,785,474
Receivable for investments sold		5,820,364
Receivable for fund shares sold		808,413
Dividends receivable		314,955
Distributions receivable from Fidelity Central Funds		38,972
Other receivables		32,789
Total assets		458,800,967

Liabilities
Payable to custodian bank	$ 214
Payable for investments purchased	7,781,094
Payable for fund shares redeemed	612,914
Accrued management fee	151,721
Other affiliated payables	128,273
Other payables and accrued expenses	208,485
Collateral on securities loaned, at value	16,871,573
Total liabilities		25,754,274

Net Assets		$ 433,046,693
Net Assets consist of:
Paid in capital		$ 597,721,526
Undistributed net investment income		3,294,783
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(139,802,100)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		(28,167,516)
Net Assets, for 39,893,381 shares outstanding		$ 433,046,693
Net Asset Value, offering price and redemption price per share ($433,046,693 ÷ 39,893,381 shares)		$ 10.86

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

Annual Report

Statement of Operations

	Year ended July 31, 2011
Investment Income
Dividends		$ 7,733,174
Interest		1
Income from Fidelity Central Funds		305,761
Total income		8,038,936

Expenses
Management fee Basic fee	$ 2,185,627
Performance adjustment	(699,906)
Transfer agent fees	1,174,835
Accounting and security lending fees	155,918
Custodian fees and expenses	44,919
Independent trustees' compensation	2,040
Registration fees	30,717
Audit	55,081
Legal	1,487
Miscellaneous	4,226
Total expenses before reductions	2,954,944
Expense reductions	(67,650)	2,887,294
Net investment income (loss)		5,151,642
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	39,576,803
Foreign currency transactions	(35,097)
Total net realized gain (loss)		39,541,706
Change in net unrealized appreciation (depreciation) on: Investment securities	(11,261,612)
Assets and liabilities in foreign currencies	(1,870)
Total change in net unrealized appreciation (depreciation)		(11,263,482)
Net gain (loss)		28,278,224
Net increase (decrease) in net assets resulting from operations		$ 33,429,866

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

	Year ended July 31, 2011	Year ended July 31, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 5,151,642	$ 3,671,908
Net realized gain (loss)	39,541,706	15,221,567
Change in net unrealized appreciation (depreciation)	(11,263,482)	18,524,048
Net increase (decrease) in net assets resulting from operations	33,429,866	37,417,523
Distributions to shareholders from net investment income	(4,255,614)	(4,762,190)
Distributions to shareholders from net realized gain	(151,971)	-
Total distributions	(4,407,585)	(4,762,190)
Share transactions Proceeds from sales of shares	201,830,415	59,027,300
Reinvestment of distributions	4,272,411	4,632,338
Cost of shares redeemed	(126,991,551)	(104,167,012)
Net increase (decrease) in net assets resulting from share transactions	79,111,275	(40,507,374)
Total increase (decrease) in net assets	108,133,556	(7,852,041)

Net Assets
Beginning of period	324,913,137	332,765,178
End of period (including undistributed net investment income of $3,294,783 and undistributed net investment income of $2,421,761, respectively)	$ 433,046,693	$ 324,913,137
Other Information Shares
Sold	18,133,138	5,931,222
Issued in reinvestment of distributions	426,327	479,700
Redeemed	(11,763,946)	(10,487,025)
Net increase (decrease)	6,795,519	(4,076,103)

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

Annual Report

Financial Highlights

Years ended July 31,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 9.82	$ 8.95	$ 12.15	$ 15.46	$ 13.95
Income from Investment Operations
Net investment income (loss)^B	.14	.10	.16	.21	.19
Net realized and unrealized gain (loss)	1.04	.90	(3.17)	(2.68)	2.05
Total from investment operations	1.18	1.00	(3.01)	(2.47)	2.24
Distributions from net investment income	(.14)	(.13)	(.18)	(.16)	(.13)
Distributions from net realized gain	(.01)	-	(.01)	(.68)	(.60)
Total distributions	(.14)^F	(.13)	(.19)	(.84)	(.73)
Net asset value, end of period	$ 10.86	$ 9.82	$ 8.95	$ 12.15	$ 15.46
Total Return^A	12.14%	11.20%	(24.89)%	(16.86)%	16.60%
Ratios to Average Net Assets^C,E
Expenses before reductions	.75%	.87%	.77%	.92%	.87%
Expenses net of fee waivers, if any	.75%	.87%	.77%	.92%	.87%
Expenses net of all reductions	.74%	.86%	.77%	.91%	.87%
Net investment income (loss)	1.31%	1.05%	1.87%	1.46%	1.25%
Supplemental Data
Net assets, end of period (000 omitted)	$ 433,047	$ 324,913	$ 332,765	$ 517,730	$ 731,351
Portfolio turnover rate ^D	141%	59%	69%	61%	92%

^A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

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

^D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^E Expense ratios reflect operating expenses of the Fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the Fund during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the Fund.

^F Total distributions of $.14 per share is comprised of distributions from net investment income of $.135 and distributions from net realized gain of $.005 per share.

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

Annual Report

Notes to Financial Statements

For the period ended July 31, 2011

1. Organization.

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

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

3. Significant Accounting Policies.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of July 31, 2011, is included at the end of the Fund's Schedule of Investments. Valuation techniques used to value the Fund's investments by major category are as follows:

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

Annual Report

3. Significant Accounting Policies - continued

Foreign Currency - continued

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

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

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

Gross unrealized appreciation	$ 15,400,562
Gross unrealized depreciation	(50,841,159)
Net unrealized appreciation (depreciation) on securities and other investments	$ (35,440,597)

Tax Cost	$ 487,226,071

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income	$ 3,334,491
Capital loss carryforward	$ (132,406,877)
Net unrealized appreciation (depreciation)	$ (35,442,208)

The tax character of distributions paid was as follows:

	July 31, 2011	July 31,2010
Ordinary Income	$ 4,407,585	$ 4,762,190

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. The Fund's first fiscal year end subject to the Act will be July 31, 2012.

New Accounting Pronouncement. In May 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-04, Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The update changes the wording used to describe the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. The update is effective during interim and annual periods beginning after December 15, 2011. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $619,923,331 and $545,923,444, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the Fund's relative investment performance as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .38% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the Fund's transfer, dividend disbursing and shareholder servicing agent. FIIOC receives account fees and asset-based fees that vary according to account size and type of account. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annual rate of .30% of average net assets.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.0 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $1,253 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. The lending agent may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $295,567, including $19,271 from securities loaned to FCM. During the period, there were no securities loaned to FCM.

Annual Report

8. Expense Reductions.

9. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity Blue Chip Value Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Blue Chip Value Fund (a fund of Fidelity Securities Fund) at July 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Blue Chip Value Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at July 31, 2011 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 13, 2011

Annual Report

Trustees and Officers

Annual Report

Trustees and Officers - continued

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (76)
	Year of Election or Appointment: 2007 Mr. Curvey is Trustee and Acting Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Ronald P. O'Hanley (54)
	Year of Election or Appointment: 2011 Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

Annual Report

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (63)
	Year of Election or Appointment: 2005 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). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-Present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (57)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's, Inc. (restaurant and entertainment complexes, 2010-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-Present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
Ned C. Lautenbach (67)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (66)
	Year of Election or Appointment: 2008 Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).
Robert W. Selander (60)
	Year of Election or Appointment: 2011 Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (67)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (72)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.
David M. Thomas (62)
	Year of Election or Appointment: 2008 Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (60)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

Trustees and Officers - continued

Advisory Board Members and Executive Officers:

Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
Edward C. Johnson 3d (81)
	Year of Election or Appointment: 2011 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).
Peter S. Lynch (67)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
Kenneth B. Robins (41)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).
Bruce T. Herring (45)
	Year of Election or Appointment: 2006 Vice President of certain Equity Funds. Mr. Herring also serves as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investments Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.
Brian B. Hogan (46)
	Year of Election or Appointment: 2009 Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Scott C. Goebel (43)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
William C. Coffey (42)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Holly C. Laurent (57)
	Year of Election or Appointment: 2008 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).
Christine Reynolds (52)
	Year of Election or Appointment: 2008 Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Kenneth A. Rathgeber (64)
	Year of Election or Appointment: 2004 Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).
Jeffrey S. Christian (49)
	Year of Election or Appointment: 2009 Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).
Bryan A. Mehrmann (50)
	Year of Election or Appointment: 2005 Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments.
Adrien E. Deberghes (43)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Assistant Treasurer of other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (42)
	Year of Election or Appointment: 2010 Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
John R. Hebble (53)
	Year of Election or Appointment: 2009 Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.
Gary W. Ryan (52)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Jonathan Davis (43)
	Year of Election or Appointment: 2010 Assistant Treasurer of the Fidelity funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Distributions (Unaudited)

The fund designates 100% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

The fund designates 100% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2012 of amounts for use in preparing 2011 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Blue Chip Value Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2010, the fund's cumulative total returns, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten number noted below each chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Blue Chip Value Fund

fid432983

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the fund was in the fourth quartile for all the periods shown. The Board also noted that the investment performance of the fund was lower than its benchmark for all the periods shown. The Board discussed with FMR actions that have been taken by FMR to improve the fund's disappointing performance relative to its peer group and benchmark. The Board also reviewed the fund's performance since inception as well as performance in the current year. The Board will continue to closely monitor the performance of the fund in the coming year and discuss with FMR other appropriate actions to address the performance of the fund.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Annual Report

Fidelity Blue Chip Value Fund

fid432985

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2010. The Board also noted the effect of the fund's negative performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for each year represents calculations for performance periods that differ from the periods shown in the performance charts above.

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of the fund's total expense ratio, the Board considered the fund's management fee as well as other fund expenses, such as transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered the current and historical total expense ratios of the fund compared to competitive fund median expenses. The fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the fund's total expense ratio ranked below its competitive median for 2010. The Board considered that various factors, including 12b-1 fees, positive or negative performance adjustments, and relatively higher other expenses in the case of small fund size, can affect total expense ratios.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the fund's total expense ratio was reasonable in light of the services that the fund and its shareholders receive and the other factors considered, including the findings of the Committee.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that any potential economies of scale are being appropriately shared between fund shareholders and Fidelity.

Annual Report

Managing Your Investments

By Phone

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

Press

fid432893 For mutual fund and brokerage trading.

fid432895 For quotes.*

fid432897 For account balances and holdings.

fid432899 To review orders and mutual
fund activity.

fid432901 To change your PIN.

fid432903 fid432905 To speak to a Fidelity representative.

By PC

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Annual Report

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Arizona

7001 West Ray Road
Chandler, AZ

15445 N. Scottsdale Road
Scottsdale, AZ

17550 North 75th Avenue
Glendale, AZ

5330 E. Broadway Blvd
Tucson, AZ

California

815 East Birch Street
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1411 Chapin Avenue
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851 East Hamilton Avenue
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2000 Avenue of the Stars
Los Angeles, CA

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73575 El Paseo
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251 University Avenue
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123 South Lake Avenue
Pasadena, CA

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Roseville, CA

1740 Arden Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

11943 El Camino Real
San Diego, CA

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San Francisco, CA

3793 State Street
Santa Barbara, CA

1200 Wilshire Boulevard
Santa Monica, CA

398 West El Camino Real
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111 South Westlake Blvd
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21701 Hawthorne Boulevard
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2001 North Main Street
Walnut Creek, CA

6326 Canoga Avenue
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2211 Michelson Drive
Irvine, CA

Colorado

281 East Flatiron Circle
Broomfield, CO

1625 Broadway
Denver, CO

9185 Westview Road
Lone Tree, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
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1261 Post Road
Fairfield, CT

Delaware

400 Delaware Avenue
Wilmington, DE

Florida

175 East Altamonte Drive
Altamonte Springs, FL

1400 Glades Road
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

4671 Town Center Parkway
Jacksonville, FL

8880 Tamiami Trail, North
Naples, FL

230 Royal Palm Way
Palm Beach, FL

3501 PGA Boulevard
Palm Beach Gardens, FL

3550 Tamiami Trail, South
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

2465 State Road 7
Wellington, FL

Georgia

3242 Peachtree Road
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

401 North Michigan Avenue
Chicago, IL

One Skokie Valley Road
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1415 West 22nd Street
Oak Brook, IL

15105 S LaGrange Road
Orland Park, IL

1572 East Golf Road
Schaumburg, IL

1823 Freedom Drive
Naperville, IL

Indiana

8480 Keystone Crossing
Indianapolis, IN

Kansas

5400 College Boulevard
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Maine

Three Canal Plaza
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Maryland

7315 Wisconsin Avenue
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610 York Road
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Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
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44 Mall Road
Burlington, MA

238 Main Street
Cambridge, MA

200 Endicott Street
Danvers, MA

Annual Report

405 Cochituate Road
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551 Boston Turnpike
Shrewsbury, MA

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 N. Old Woodward Ave.
Birmingham, MI

30200 Northwestern Hwy.
Farmington Hills, MI

43420 Grand River Avenue
Novi, MI

3480 28th Street
Grand Rapids, MI

2425 S. Linden Road STE E
Flint, MI

Minnesota

7740 France Avenue South
Edina, MN

8342 3rd Street North
Oakdale, MN

Missouri

1524 South Lindbergh Blvd.
St. Louis, MO

Nevada

2225 Village Walk Drive
Henderson, NV

New Jersey

501 Route 73 South
Marlton, NJ

150 Essex Street
Millburn, NJ

35 Morris Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Broad Street
Shrewsbury, NJ

New Mexico

2261 Q Street NE
Albuquerque, NM

New York

1130 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

980 Madison Avenue
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

200 Fifth Avenue
New York, NY

733 Third Avenue
New York, NY

2070 Broadway
New York, NY

1075 Northern Blvd.
Roslyn, NY

799 Central Park Avenue
Scarsdale, NY

3349 Monroe Avenue
Rochester, NY

North Carolina

4611 Sharon Road
Charlotte, NC

7011 Fayetteville Road
Durham, NC

Ohio

3805 Edwards Road
Cincinnati, OH

1324 Polaris Parkway
Columbus, OH

1800 Crocker Road
Westlake, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

7493 SW Bridgeport Road
Tigard, OR

Pennsylvania

600 West DeKalb Pike
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1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

10 Memorial Boulevard
Providence, RI

Tennessee

3018 Peoples Street
Johnson City, TN

7628 West Farmington Blvd.
Germantown, TN

2035 Mallory Lane
Franklin, TN

Texas

10000 Research Boulevard
Austin, TX

4001 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

6560 Fannin Street
Houston, TX

1701 Lake Robbins Drive
The Woodlands, TX

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

1576 East Southlake Blvd.
Southlake, TX

15600 Southwest Freeway
Sugar Land, TX

139 N. Loop 1604 East
San Antonio, TX

Utah

279 West South Temple
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

11957 Democracy Drive
Reston, VA

Washington

10500 NE 8th Street
Bellevue, WA

1518 6th Avenue
Seattle, WA

304 Strander Blvd
Tukwila, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

16020 West Bluemound Road
Brookfield, WI

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

Annual Report

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Annual Report

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fid432910

Fidelity®

Dividend Growth

Fund

Annual Report

July 31, 2011
(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	The Chairman's message to shareholders.
Performance	<Click Here>	How the fund has done over time.
Management's Discussion of Fund Performance	<Click Here>	The Portfolio Manager's review of fund performance and strategy.
Shareholder Expense Example	<Click Here>	An example of shareholder expenses.
Investment Changes	<Click Here>	A summary of major shifts in the fund's investments over the past six months.
Investments	<Click Here>	A complete list of the fund's investments with their market values.
Financial Statements	<Click Here>	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	<Click Here>	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	<Click Here>
Trustees and Officers	<Click Here>
Distributions	<Click Here>
Board Approval of Investment Advisory Contracts and Management Fees	<Click Here>

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

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

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

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_James_C_Curvey)

Dear Shareholder:

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

(The acting chairman's signature appears here.)

James C. Curvey
Acting Chairman

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended July 31, 2011	Past 1 year	Past 5 years	Past 10 years
Fidelity® Dividend Growth Fund	22.57%	3.77%	2.54%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Dividend Growth Fund, a class of the fund, on July 31, 2001. The chart shows how the value of your investment would have changed, and also shows how the S&P 500® Index performed over the same period.

fid433010

Annual Report

Management's Discussion of Fund Performance

Market Recap: U.S. stocks registered solid double-digit gains for the 12 months ending July 31, 2011, extending a rally that began more than two years earlier. Despite a rough start in August 2010, markets turned positive in September, as increased demand for capital goods and other upbeat indicators trumped investor worry about a U.S. recessionary relapse. The broad market, as measured by the S&P 500®Index, rose 9% that month, its biggest September gain in 71 years. Seven more monthly advances followed, fueled by encouraging corporate earnings and economic activity. However, volatility picked up in the period's latter months, as markets reacted to continued high U.S. unemployment, nagging debt troubles in Europe and looming legislative battles over the federal debt ceiling. May unemployment rose above 9% for the first time in 2011, contributing to a traditional "June swoon" for stocks. Market uncertainty lingered in July, when the S&P 500® posted its second-biggest monthly loss of the period. For the full year, the S&P 500® climbed 19.65%, while the blue-chip-laden Dow Jones Industrial Average^SM rose a comparable 19.09% and the technology-heavy Nasdaq Composite® Index gained 23.40%. On the capitalization spectrum, stocks of mid-cap companies fared best, with the Russell Midcap® Index rising 24.51% and the small-cap Russell 2000® Index adding 23.92%.

Comments from Lawrence Rakers, Portfolio Manager of Fidelity® Dividend Growth Fund: For the year, the fund's Retail Class shares returned 22.57%, topping the S&P 500. Stock selection in health care, industrials and technology aided performance. From a market-capitalization perspective, investments in the mid- and small-cap segments helped. The fund's foreign exposure lifted overall performance, aided in part by a weaker U.S. dollar. The top relative contributor was Atmel, which makes semiconductors that support various touch-screen applications. Strong consumer demand for smartphones and tablet computers enabled our holdings in the stock to gain more than 186%. Other contributors included drilling rig provider National Oilwell Varco and specialty chemicals manufacturer W.R. Grace. Underweighting two lagging index components, Bank of America and insurance-focused conglomerate Berkshire Hathaway, also helped. Atmel and W.R. Grace were not in the index, and the fund did not hold Atmel or Bank of America at period end. The only significant negative sector influence was consumer discretionary, fueled mainly by poor picks in retailing. In terms of individual detractors, the fund was hurt by underweighting or not owning some strong-performing index components, including energy majors Exxon Mobil and Chevron, technology services heavyweight International Business Machines and Internet retailer Amazon.com.

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2011 to July 31, 2011).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio	Beginning Account Value February 1, 2011	Ending Account Value July 31, 2011	Expenses Paid During Period* February 1, 2011 to July 31, 2011
Dividend Growth	.93%
Actual		$ 1,000.00	$ 993.80	$ 4.60
Hypothetical^A		$ 1,000.00	$ 1,020.18	$ 4.66
Class K	.78%
Actual		$ 1,000.00	$ 994.90	$ 3.86
Hypothetical^A		$ 1,000.00	$ 1,020.93	$ 3.91

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	3.1	2.7
Wells Fargo & Co.	1.5	1.8
Citigroup, Inc.	1.4	1.6
JPMorgan Chase & Co.	1.4	1.6
The Coca-Cola Co.	1.4	1.3
General Electric Co.	1.3	1.3
Procter & Gamble Co.	1.1	0.7
Philip Morris International, Inc.	1.1	0.8
Oracle Corp.	1.0	0.9
Exxon Mobil Corp.	0.9	0.3
	14.2
Top Five Market Sectors as of July 31, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	16.4	17.3
Industrials	14.5	14.5
Financials	14.0	15.8
Energy	13.7	12.2
Consumer Discretionary	11.0	10.7

Asset Allocation (% of fund's net assets)
As of July 31, 2011 *			As of January 31, 2011 **
	Stocks and Investment Companies 99.0%			Stocks and Investment Companies 97.8%
	Convertible Securities 0.7%			Convertible Securities 1.1%
	Short-Term Investments and Net Other Assets 0.3%			Short-Term Investments and Net Other Assets 1.1%
* Foreign investments		20.8%	** Foreign investments		19.6%

fid433018

Annual Report

Investments July 31, 2011

Showing Percentage of Net Assets

Common Stocks - 98.6%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 10.6%
Auto Components - 0.5%
Autoliv, Inc.	32,700		$ 2,163
Minth Group Ltd.	4,178,000		6,712
Modine Manufacturing Co. (a)	659,005		9,826
Tenneco, Inc. (a)	449,723		17,962
TRW Automotive Holdings Corp. (a)	187,287		9,452
			46,115
Automobiles - 0.4%
Bajaj Auto Ltd.	20,403		678
Harley-Davidson, Inc.	307,705		13,351
Honda Motor Co. Ltd.	151,500		6,012
Thor Industries, Inc.	16,300		403
Winnebago Industries, Inc. (a)(d)	1,869,336		15,684
			36,128
Distributors - 0.1%
Silver Base Group Holdings Ltd.	11,002,000		10,079
Diversified Consumer Services - 0.6%
Anhanguera Educacional Participacoes SA	61,200		1,187
DeVry, Inc.	206,485		12,831
Grand Canyon Education, Inc. (a)	555,923		8,556
Service Corp. International	1,072,000		11,224
Stewart Enterprises, Inc. Class A	1,785,724		12,411
Weight Watchers International, Inc.	123,500		9,533
			55,742
Hotels, Restaurants & Leisure - 2.0%
Accor SA	314,961		13,925
Ajisen (China) Holdings Ltd.	1,876,000		3,692
Bravo Brio Restaurant Group, Inc.	482,615		10,786
Brinker International, Inc.	1,096,707		26,343
Club Mediterranee SA (a)	609,547		14,477
Denny's Corp. (a)	2,354,503		8,971
DineEquity, Inc. (a)(d)	462,765		24,110
McDonald's Corp.	262,259		22,680
NH Hoteles SA (a)	613,573		3,861
O'Charleys, Inc. (a)(e)	1,502,425		9,150
Sands China Ltd. (a)	3,935,600		11,841
Spur Corp. Ltd.	2,155,450		4,484
Starbucks Corp.	139,130		5,578
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Hotels, Restaurants & Leisure - continued
WMS Industries, Inc. (a)	977,143		$ 26,940
Wyndham Worldwide Corp.	270,833		9,368
			196,206
Household Durables - 0.4%
Dorel Industries, Inc. Class B (sub. vtg.)	248,500		7,280
Garmin Ltd. (d)	267,668		8,734
Lennar Corp. Class A	109,500		1,937
Newell Rubbermaid, Inc.	692,167		10,742
Standard Pacific Corp. (a)(d)	2,610,820		7,467
Techtronic Industries Co. Ltd.	7,675,000		8,016
			44,176
Internet & Catalog Retail - 0.0%
Liberty Media Corp. Interactive Series A (a)	102,000		1,674
Leisure Equipment & Products - 0.1%
Giant Manufacturing Co. Ltd.	429,000		1,716
Hasbro, Inc.	261,601		10,349
Summer Infant, Inc. (a)	231,730		1,995
			14,060
Media - 2.6%
Antena 3 Television SA	285,600		2,273
Comcast Corp.:
Class A	51,870		1,246
Class A (special) (non-vtg.)	2,514,015		58,677
Dentsu, Inc.	201,300		6,298
DISH Network Corp. Class A (a)	474,345		14,055
Havas SA (d)	474,651		2,230
JC Decaux SA (a)	57,200		1,580
Kabel Deutschland Holding AG (a)	168,900		9,529
MDC Partners, Inc. Class A (sub. vtg.)	1,194,639		23,857
Mood Media Corp.	1,083,500		3,504
Mood Media Corp. (g)	2,002,900		6,478
The Walt Disney Co.	1,283,625		49,574
Time Warner Cable, Inc.	260,956		19,131
Time Warner, Inc.	1,335,749		46,965
Valassis Communications, Inc. (a)	411,984		11,041
			256,438
Multiline Retail - 0.9%
Maoye International Holdings Ltd.	22,874,000		10,918
Marisa Lojas SA	747,600		10,506
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Multiline Retail - continued
PPR SA	76,800		$ 14,235
Target Corp.	1,026,921		52,876
			88,535
Specialty Retail - 2.5%
Advance Auto Parts, Inc.	466,900		25,665
American Eagle Outfitters, Inc.	448,713		5,896
Asbury Automotive Group, Inc. (a)	479,969		10,334
Best Buy Co., Inc.	364,842		10,070
Big 5 Sporting Goods Corp.	455,600		3,759
Carphone Warehouse Group PLC	1,419,949		9,621
Casual Male Retail Group, Inc. (a)	1,897,014		7,986
Citi Trends, Inc. (a)	274,100		3,846
DSW, Inc. Class A (a)	69,379		3,676
Fast Retailing Co. Ltd.	36,800		6,541
Foot Locker, Inc.	712,327		15,479
Foschini Ltd.	1,061,804		13,967
GOME Electrical Appliances Holdings Ltd.	6,022,000		2,843
Guess?, Inc.	253,409		9,660
Hengdeli Holdings Ltd.	18,822,000		9,346
Home Depot, Inc.	338,968		11,840
Limited Brands, Inc.	124,700		4,721
Lowe's Companies, Inc.	2,009,712		43,370
Lumber Liquidators Holdings, Inc. (a)(d)	403,619		6,341
MarineMax, Inc. (a)	776,868		7,139
Office Depot, Inc. (a)	122,608		463
OfficeMax, Inc. (a)	1,209,322		8,562
SuperGroup PLC (a)	576,787		10,084
Urban Outfitters, Inc. (a)	544,268		17,710
			248,919
Textiles, Apparel & Luxury Goods - 0.5%
Bosideng International Holdings Ltd.	21,804,000		6,407
G-III Apparel Group Ltd. (a)	441,792		13,638
Peak Sport Products Co. Ltd.	4,855,000		2,822
PVH Corp.	296,663		21,226
VF Corp.	81,636		9,535
			53,628
TOTAL CONSUMER DISCRETIONARY			1,051,700
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - 8.9%
Beverages - 2.4%
Anheuser-Busch InBev SA NV	302,047		$ 17,384
Britvic PLC	1,710,164		9,851
Carlsberg A/S Series B	155,800		15,324
Dr Pepper Snapple Group, Inc.	441,360		16,666
Grupo Modelo SAB de CV Series C	2,577,900		15,904
PepsiCo, Inc.	458,223		29,345
The Coca-Cola Co.	2,019,741		137,363
			241,837
Food & Staples Retailing - 1.5%
Casey's General Stores, Inc.	231,842		10,433
CVS Caremark Corp.	2,026,938		73,679
Droga Raia SA	345,600		6,405
Eurocash SA	443,959		4,340
Kroger Co.	250,835		6,238
Susser Holdings Corp. (a)	629,230		10,263
Sysco Corp.	93,955		2,874
Walgreen Co.	988,918		38,607
			152,839
Food Products - 1.7%
Archer Daniels Midland Co.	669,479		20,339
Calavo Growers, Inc.	499,533		10,325
Calbee, Inc.	57,200		2,408
Danone	183,800		13,152
Flowers Foods, Inc. (d)	459,918		10,081
Green Mountain Coffee Roasters, Inc. (a)	312,600		32,495
Kraft Foods, Inc. Class A	1,263,241		43,430
Orion Corp.	2,040		991
Sara Lee Corp.	798,146		15,253
Shenguan Holdings Group Ltd.	4,564,000		2,922
TreeHouse Foods, Inc. (a)	282,074		14,566
			165,962
Household Products - 1.4%
Colgate-Palmolive Co.	43,230		3,648
Procter & Gamble Co.	1,766,302		108,610
Spectrum Brands Holdings, Inc. (a)	411,959		10,999
Unicharm Corp.	314,800		14,234
Youyuan International Holdings Ltd. (a)	8,394,000		3,877
			141,368
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Personal Products - 0.2%
BaWang International (Group) Holding Ltd.	10,702,000		$ 1,758
Biostime International Holdings Ltd.	1,186,500		2,597
Estee Lauder Companies, Inc. Class A	111,635		11,712
Hengan International Group Co. Ltd.	825,000		7,172
			23,239
Tobacco - 1.7%
Altria Group, Inc.	1,202,848		31,635
British American Tobacco PLC (United Kingdom)	241,000		11,126
Imperial Tobacco Group PLC	389,210		13,526
KT&G Corp.	34,272		2,132
Philip Morris International, Inc.	1,496,319		106,493
			164,912
TOTAL CONSUMER STAPLES			890,157
ENERGY - 13.7%
Energy Equipment & Services - 4.7%
Aker Drilling ASA (a)	1,191,860		3,630
Aker Solutions ASA	1,398,971		24,631
Baker Hughes, Inc.	507,010		39,232
Basic Energy Services, Inc. (a)	81,600		2,643
Cal Dive International, Inc. (a)	1,652,183		9,219
Cameron International Corp. (a)	380,313		21,275
Cathedral Energy Services Ltd.	1,333,000		11,901
Ensco International Ltd. ADR	57,100		3,041
Essential Energy Services Ltd. (a)	2,325,300		5,354
Halliburton Co.	1,170,475		64,060
Helmerich & Payne, Inc.	81,752		5,645
Hornbeck Offshore Services, Inc. (a)	45,000		1,253
ION Geophysical Corp. (a)	2,084,278		21,135
Kvaerner ASA (a)	1,398,971		2,972
National Oilwell Varco, Inc.	1,022,223		82,361
Noble Corp.	329,108		12,134
Pioneer Drilling Co. (a)	228,188		3,713
Saipem SpA	287,799		15,044
Schlumberger Ltd.	947,454		85,621
Superior Energy Services, Inc. (a)	122,634		5,088
Transocean Ltd. (United States)	334,326		20,581
Trinidad Drilling Ltd.	249,200		2,606
Unit Corp. (a)	194,078		11,647
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Energy Equipment & Services - continued
Vantage Drilling Co. (a)	5,557,916		$ 9,059
Xtreme Coil Drilling Corp. (a)	885,200		4,457
			468,302
Oil, Gas & Consumable Fuels - 9.0%
3Legs Resources PLC	284,300		1,120
Alpha Natural Resources, Inc. (a)	207,839		8,877
Americas Petrogas, Inc. (a)	1,986,700		4,658
Americas Petrogas, Inc. (a)(f)	2,250,000		5,275
Anadarko Petroleum Corp.	348,235		28,750
Apache Corp.	313,528		38,790
Bonavista Energy Corp. (a)(f)	166,200		5,001
BP PLC sponsored ADR	71,503		3,249
BPZ Energy, Inc. (a)(d)	2,387,127		8,641
C&C Energia Ltd. (a)	572,800		6,085
Cabot Oil & Gas Corp.	57,300		4,245
Chesapeake Energy Corp.	959,327		32,953
Chevron Corp.	800,724		83,291
Concho Resources, Inc. (a)	100		9
Crown Point Ventures Ltd. (a)	654,400		1,096
Crown Point Ventures Ltd. (a)(f)	1,487,700		2,491
CVR Energy, Inc. (a)	1,144,744		30,736
Denbury Resources, Inc. (a)	731,593		14,134
Double Eagle Petroleum Co. (a)(e)	977,903		10,542
El Paso Corp.	81,688		1,679
EOG Resources, Inc.	179,445		18,303
EV Energy Partners LP	123,890		8,719
Exxon Mobil Corp.	1,138,674		90,855
Georesources, Inc. (a)	28,600		730
Gran Tierra Energy, Inc. (Canada) (a)	674,500		4,702
Gulfport Energy Corp. (a)	491,957		17,937
HollyFrontier Corp.	565,328		42,620
InterOil Corp. (a)(d)	268,719		16,822
Kosmos Energy Ltd.	530,200		8,054
Madalena Ventures, Inc. (a)	918,000		740
Marathon Oil Corp.	448,256		13,882
Marathon Petroleum Corp.	356,628		15,617
Niko Resources Ltd.	168,100		11,561
Noble Energy, Inc.	207,424		20,676
Northern Oil & Gas, Inc. (a)(d)	2,373,722		52,554
OAO Gazprom sponsored ADR	1,009,700		14,802
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Occidental Petroleum Corp.	539,522		$ 52,970
Painted Pony Petroleum Ltd. (a)(f)	116,500		1,725
Painted Pony Petroleum Ltd. Class A (a)	61,300		908
Paladin Energy Ltd. (Australia) (a)	3,364,814		9,685
Pan Orient Energy Corp. (a)	938,500		4,312
PetroBakken Energy Ltd. Class A (d)	281,726		4,146
Petroleum Development Corp. (a)	208,509		7,573
Resolute Energy Corp. (a)(d)	973,974		15,866
Suncor Energy, Inc.	271,400		10,403
TAG Oil Ltd. (a)	899,300		6,448
Talisman Energy, Inc.	664,600		12,104
Targa Resources Corp.	148,200		5,003
Tesoro Corp. (a)	922,716		22,413
Tourmaline Oil Corp. (a)(f)	192,600		7,187
Valero Energy Corp.	993,642		24,960
Voyager Oil & Gas, Inc. (a)(d)(e)	3,538,244		11,252
Voyager Oil & Gas, Inc. warrants 2/4/16 (a)(e)	1,198,388		1,539
Whiting Petroleum Corp. (a)	632,309		37,053
Williams Companies, Inc.	901,730		28,585
			894,328
TOTAL ENERGY			1,362,630
FINANCIALS - 13.7%
Capital Markets - 2.1%
American Capital Ltd. (a)	472,225		4,566
Ashmore Group PLC	1,677,600		11,107
Bank of New York Mellon Corp.	516,208		12,962
BlackRock, Inc. Class A	53,484		9,545
FXCM, Inc. Class A (d)	327,100		3,304
Goldman Sachs Group, Inc.	331,877		44,793
GP Investments Ltd. (depositary receipt) (a)	2,714,019		8,486
ICAP PLC	1,355,800		9,967
International Communications Group, Inc. (a)	559,836		6,186
Invesco Ltd.	648,687		14,388
Knight Capital Group, Inc. Class A (a)	709,600		8,026
Morgan Stanley	1,993,624		44,358
State Street Corp.	620,173		25,719
TD Ameritrade Holding Corp.	518,677		9,523
			212,930
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Commercial Banks - 3.0%
Associated Banc-Corp.	842,596		$ 11,501
Banco Pine SA	970,700		6,477
Bank of Ireland (g)	42,633,112		5,789
CapitalSource, Inc.	5,432,245		35,092
CIT Group, Inc. (a)	485,710		19,302
Comerica, Inc.	241,002		7,719
Commercial Bank of Qatar GDR (Reg. S)	1,270,830		5,165
Guaranty Trust Bank PLC GDR (Reg. S)	793,992		3,295
Huntington Bancshares, Inc.	940,859		5,687
Itau Unibanco Banco Multiplo SA sponsored ADR	267,500		5,449
KeyCorp	774,000		6,223
Regions Financial Corp.	2,968,759		18,080
SunTrust Banks, Inc.	327,213		8,013
Susquehanna Bancshares, Inc.	900,925		6,784
Wells Fargo & Co.	5,538,941		154,758
			299,334
Consumer Finance - 0.8%
American Express Co.	772,301		38,646
Discover Financial Services	776,127		19,877
Imperial Holdings, Inc. (a)	451,296		4,364
SLM Corp.	698,132		10,884
			73,771
Diversified Financial Services - 3.4%
Citigroup, Inc.	3,647,823		139,858
CME Group, Inc.	58,227		16,839
Infrastructure Development Finance Co. Ltd.	2,345,734		6,688
JPMorgan Chase & Co.	3,440,554		139,170
PICO Holdings, Inc. (a)(e)	1,207,264		32,970
			335,525
Insurance - 1.9%
AEGON NV (a)	1,896,127		10,851
AFLAC, Inc.	516,898		23,808
Assured Guaranty Ltd.	2,289,114		32,391
Berkshire Hathaway, Inc. Class B (a)	368,652		27,343
Genworth Financial, Inc. Class A (a)	3,248,702		27,029
Hanover Insurance Group, Inc.	65,471		2,371
Hartford Financial Services Group, Inc.	159,500		3,735
Lincoln National Corp.	491,950		13,037
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Insurance - continued
MetLife, Inc.	968,117		$ 39,896
Prudential Financial, Inc.	187,900		11,026
			191,487
Real Estate Investment Trusts - 1.8%
Beni Stabili SpA SIIQ	4,141,000		3,695
Boston Properties, Inc.	112,291		12,056
Campus Crest Communities, Inc.	340,903		4,084
CBL & Associates Properties, Inc.	1,572,040		27,919
Douglas Emmett, Inc.	460,912		9,218
Education Realty Trust, Inc.	826,300		7,255
Excel Trust, Inc.	149,700		1,717
Franklin Street Properties Corp.	606,400		7,647
Prologis, Inc.	847,697		30,203
Public Storage	110,619		13,233
SL Green Realty Corp.	262,270		21,511
Sunstone Hotel Investors, Inc. (a)	407,900		3,634
Weyerhaeuser Co.	1,586,676		31,718
			173,890
Real Estate Management & Development - 0.7%
CB Richard Ellis Group, Inc. Class A (a)	2,060,326		44,915
Forest City Enterprises, Inc. Class A (a)	531,282		9,568
Iguatemi Empresa de Shopping Centers SA	357,900		7,822
Kenedix, Inc. (a)	45,234		8,845
			71,150
TOTAL FINANCIALS			1,358,087
HEALTH CARE - 10.8%
Biotechnology - 3.0%
Acorda Therapeutics, Inc. (a)	232,700		6,609
Alexion Pharmaceuticals, Inc. (a)	261,400		14,848
Allos Therapeutics, Inc. (a)	122,400		228
AMAG Pharmaceuticals, Inc. (a)	236,392		3,501
Amgen, Inc.	869,759		47,576
Amylin Pharmaceuticals, Inc. (a)	598,370		7,127
Ardea Biosciences, Inc. (a)	753,132		17,623
ARIAD Pharmaceuticals, Inc. (a)	1,842,209		21,904
ArQule, Inc. (a)	1,017,083		5,696
AVEO Pharmaceuticals, Inc. (a)	1,125,309		21,505
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Biotechnology - continued
Biogen Idec, Inc. (a)	284,122		$ 28,944
Dynavax Technologies Corp. (a)	2,621,070		7,339
Gilead Sciences, Inc. (a)	222,825		9,439
Horizon Pharma, Inc.	448,800		4,057
Human Genome Sciences, Inc. (a)	349,700		7,347
Infinity Pharmaceuticals, Inc. (a)	175,819		1,582
InterMune, Inc. (a)	200,311		6,686
Isis Pharmaceuticals, Inc. (a)	347,500		3,002
Micromet, Inc. (a)	1,097,200		6,210
NPS Pharmaceuticals, Inc. (a)	553,635		5,348
PDL BioPharma, Inc.	1,012,800		6,269
SIGA Technologies, Inc. (a)(d)	1,719,274		13,084
Theravance, Inc. (a)	1,273,261		27,222
Thrombogenics NV (a)(d)	392,497		9,475
United Therapeutics Corp. (a)	225,400		12,933
ZIOPHARM Oncology, Inc. (a)	1,285,652		6,994
			302,548
Health Care Equipment & Supplies - 1.7%
Baxter International, Inc.	534,153		31,072
Boston Scientific Corp. (a)	1,864,800		13,352
C. R. Bard, Inc.	218,797		21,591
Conceptus, Inc. (a)(d)	593,201		6,757
Covidien PLC	627,178		31,854
Genmark Diagnostics, Inc. (a)	538,300		2,675
GN Store Nordic AS	842,174		7,634
Orthofix International NV (a)	432,888		18,281
Sirona Dental Systems, Inc. (a)	284,800		14,405
William Demant Holding A/S (a)	115,354		10,123
Zimmer Holdings, Inc. (a)	154,142		9,252
			166,996
Health Care Providers & Services - 3.0%
Accretive Health, Inc. (a)	44,078		1,324
AmerisourceBergen Corp.	240,980		9,232
Brookdale Senior Living, Inc. (a)	1,925,300		41,182
Catalyst Health Solutions, Inc. (a)	323,190		21,179
CIGNA Corp.	789,781		39,307
Community Health Systems, Inc. (a)	342,718		8,856
DaVita, Inc. (a)	222,298		18,571
Diagnosticos da America SA	1,246,000		15,463
Emeritus Corp. (a)	439,233		8,631
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Providers & Services - continued
Express Scripts, Inc. (a)	938,600		$ 50,928
HealthSpring, Inc. (a)	155,429		6,379
McKesson Corp.	334,692		27,150
Medco Health Solutions, Inc. (a)	534,961		33,638
Sun Healthcare Group, Inc. (a)	617,262		4,321
Sunrise Senior Living, Inc. (a)	97,528		860
Universal Health Services, Inc. Class B	204,587		10,156
			297,177
Life Sciences Tools & Services - 0.5%
Agilent Technologies, Inc. (a)	656,768		27,689
Sequenom, Inc. (a)	802,300		5,664
Thermo Fisher Scientific, Inc. (a)	343,917		20,666
			54,019
Pharmaceuticals - 2.6%
Auxilium Pharmaceuticals, Inc. (a)	195,571		3,665
Cadence Pharmaceuticals, Inc. (a)(d)	3,288,995		28,450
Cardiome Pharma Corp. (a)	719,200		3,576
Columbia Laboratories, Inc. (a)	797,400		2,281
GlaxoSmithKline PLC	989,400		22,061
GlaxoSmithKline PLC sponsored ADR	518,729		23,042
Merck & Co., Inc.	2,237,049		76,350
Novo Nordisk A/S Series B	198,837		24,321
Roche Holding AG (participation certificate)	12,239		2,200
Sanofi-Aventis	204,458		15,886
Teva Pharmaceutical Industries Ltd. sponsored ADR	341,419		15,924
Valeant Pharmaceuticals International, Inc. (Canada)	508,900		28,012
Watson Pharmaceuticals, Inc. (a)	179,792		12,069
			257,837
TOTAL HEALTH CARE			1,078,577
INDUSTRIALS - 14.4%
Aerospace & Defense - 3.4%
Bombardier, Inc. Class B (sub. vtg.)	1,287,700		7,790
DigitalGlobe, Inc. (a)	388,961		10,160
Esterline Technologies Corp. (a)	156,121		11,923
GeoEye, Inc. (a)(e)	1,335,110		53,351
Goodrich Corp.	243,654		23,181
Honeywell International, Inc.	587,730		31,208
Meggitt PLC	4,020,941		25,631
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Aerospace & Defense - continued
Precision Castparts Corp.	161,205		$ 26,015
Raytheon Co.	421,426		18,850
Rockwell Collins, Inc.	187,700		10,340
Safran SA	163,500		6,820
Textron, Inc.	1,525,478		35,284
Ultra Electronics Holdings PLC	196,400		5,072
United Technologies Corp.	846,496		70,124
			335,749
Airlines - 0.2%
Copa Holdings SA Class A	257,797		16,914
Building Products - 0.6%
Armstrong World Industries, Inc.	271,340		10,718
Lennox International, Inc.	114,186		4,223
Masco Corp.	1,497,434		15,798
Owens Corning (a)	632,507		22,505
Quanex Building Products Corp.	285,987		4,481
			57,725
Commercial Services & Supplies - 0.8%
Babcock International Group PLC	12,200		135
KAR Auction Services, Inc. (a)	119,585		2,126
Knoll, Inc.	566,988		10,348
Pitney Bowes, Inc. (d)	218,912		4,718
Republic Services, Inc.	710,647		20,630
Schawk, Inc. Class A	205,667		3,247
Steelcase, Inc. Class A	1,357,663		13,482
Swisher Hygiene, Inc. (g)	903,330		4,083
Swisher Hygiene, Inc. (g)	1,177,734		4,791
The Geo Group, Inc. (a)	621,348		12,924
			76,484
Construction & Engineering - 1.5%
AECOM Technology Corp. (a)	12,300		304
Chiyoda Corp.	1,679,000		21,510
Dycom Industries, Inc. (a)	776,533		13,232
Fluor Corp.	494,307		31,403
Foster Wheeler AG (a)	1,411,695		38,257
Great Lakes Dredge & Dock Corp.	622,073		3,701
Jacobs Engineering Group, Inc. (a)	122,616		4,799
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Construction & Engineering - continued
MasTec, Inc. (a)	361,600		$ 7,550
Shaw Group, Inc. (a)	1,181,531		30,578
			151,334
Electrical Equipment - 1.3%
Alstom SA	319,494		16,873
AMETEK, Inc.	267,932		11,387
Cooper Industries PLC Class A	169,112		8,846
Emerson Electric Co.	653,805		32,095
Fushi Copperweld, Inc. (a)	580,088		4,101
GrafTech International Ltd. (a)	597,247		11,503
Powell Industries, Inc. (a)	45,000		1,734
Prysmian SpA	655,100		12,152
Regal-Beloit Corp.	285,674		17,320
Roper Industries, Inc.	77,639		6,338
Zumtobel AG	347,930		8,176
			130,525
Industrial Conglomerates - 1.9%
Carlisle Companies, Inc.	222,875		9,635
Cookson Group PLC	1,046,653		11,065
Danaher Corp.	299,081		14,688
General Electric Co.	7,129,839		127,695
Koninklijke Philips Electronics NV	532,800		13,233
Rheinmetall AG	202,900		17,029
			193,345
Machinery - 1.7%
Actuant Corp. Class A	589,902		14,576
Charter International PLC	1,453,900		19,094
Cummins, Inc.	102,381		10,738
Dover Corp.	168,071		10,163
Fiat Industrial SpA (a)	1,369,500		18,113
Gardner Denver, Inc.	65,422		5,580
Haitian International Holdings Ltd.	2,203,000		2,668
Ingersoll-Rand Co. Ltd.	697,332		26,094
Kone Oyj (B Shares)	8,100		470
Navistar International Corp. (a)	652,167		33,463
Pall Corp.	271,128		13,443
Stanley Black & Decker, Inc.	287,339		18,898
			173,300
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Professional Services - 0.6%
CBIZ, Inc. (a)	715,013		$ 5,334
FTI Consulting, Inc. (a)	290,094		10,528
Kforce, Inc. (a)	767,945		10,582
Robert Half International, Inc.	484,515		13,266
SR Teleperformance SA	412,788		10,667
Towers Watson & Co.	140,554		8,595
			58,972
Road & Rail - 1.8%
Arkansas Best Corp.	265,197		6,381
Con-way, Inc.	409,981		15,014
CSX Corp.	2,431,300		59,737
Norfolk Southern Corp.	254,749		19,284
Saia, Inc. (a)(e)	865,075		13,037
Tegma Gestao Logistica	114,400		1,752
Union Pacific Corp.	513,926		52,667
Universal Truckload Services, Inc. (a)	516,527		8,213
			176,085
Trading Companies & Distributors - 0.6%
Barloworld Ltd.	584,400		5,642
Beacon Roofing Supply, Inc. (a)	517,300		11,060
DXP Enterprises, Inc. (a)	200,300		5,446
Kaman Corp.	318,466		11,344
Mills Estruturas e Servicos de Engenharia SA	290,000		3,926
Mitsui & Co. Ltd.	183,900		3,477
Rush Enterprises, Inc. Class A (a)	514,150		10,278
Watsco, Inc.	114,885		6,799
			57,972
TOTAL INDUSTRIALS			1,428,405
INFORMATION TECHNOLOGY - 16.4%
Communications Equipment - 2.1%
Alcatel-Lucent SA sponsored ADR (a)	2,693,176		10,907
Calix Networks, Inc. (a)	1,225,615		22,478
Cisco Systems, Inc.	4,322,457		69,030
Comverse Technology, Inc. (a)	2,547,500		19,106
Juniper Networks, Inc. (a)	1,090,363		25,504
Polycom, Inc. (a)	265,318		7,172
QUALCOMM, Inc.	510,635		27,973
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Communications Equipment - continued
Tekelec (a)	939,950		$ 7,379
ViaSat, Inc. (a)	355,398		15,968
			205,517
Computers & Peripherals - 3.6%
Apple, Inc. (a)	775,376		302,767
Hewlett-Packard Co.	1,520,453		53,459
			356,226
Electronic Equipment & Components - 1.3%
Arrow Electronics, Inc. (a)	519,167		18,041
Avnet, Inc. (a)	936,688		27,445
Corning, Inc.	1,804,266		28,706
Funtalk China Holdings Ltd. (a)(d)	653,009		4,571
HLS Systems International Ltd. (a)	486,535		3,391
Ingram Micro, Inc. Class A (a)	371,850		6,898
Jabil Circuit, Inc.	351,252		6,431
Molex, Inc. (d)	629,880		14,790
TE Connectivity Ltd.	584,756		20,133
			130,406
Internet Software & Services - 1.0%
DealerTrack Holdings, Inc. (a)	224,800		5,213
DeNA Co. Ltd.	57,100		2,853
eAccess Ltd. (d)	20,253		8,973
eBay, Inc. (a)	1,061,226		34,755
Facebook, Inc. Class B (a)(g)	488,526		12,213
Google, Inc. Class A (a)	37,649		22,728
Renren, Inc. ADR (d)	828,400		8,972
			95,707
IT Services - 1.8%
Acxiom Corp. (a)	475,918		6,539
Alliance Data Systems Corp. (a)(d)	216,691		21,309
Atos Origin SA	188,010		10,384
Cognizant Technology Solutions Corp. Class A (a)	368,580		25,753
Fidelity National Information Services, Inc.	642,635		19,292
Fiserv, Inc. (a)	167,581		10,115
Heartland Payment Systems, Inc.	413,000		8,690
MasterCard, Inc. Class A	168,526		51,106
Unisys Corp. (a)	588,393		12,221
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
IT Services - continued
Virtusa Corp. (a)	335,742		$ 6,601
Visa, Inc. Class A	111,100		9,503
			181,513
Office Electronics - 0.3%
Xerox Corp.	3,401,481		31,736
Semiconductors & Semiconductor Equipment - 4.0%
Advanced Micro Devices, Inc. (a)	1,719,566		12,622
Analog Devices, Inc.	562,140		19,338
ASML Holding NV	1,134,406		40,442
Avago Technologies Ltd.	636,989		21,422
Cymer, Inc. (a)	980,731		43,182
Entropic Communications, Inc. (a)(d)	486,484		3,250
Fairchild Semiconductor International, Inc. (a)	444,156		6,667
Freescale Semiconductor Holdings I Ltd.	1,365,627		22,301
Himax Technologies, Inc. sponsored ADR	1,586,515		2,776
International Rectifier Corp. (a)	27,100		696
Intersil Corp. Class A	1,226,995		14,785
Lam Research Corp. (a)	486,387		19,884
LTX-Credence Corp. (a)(e)	3,354,337		24,118
Marvell Technology Group Ltd. (a)	3,561,372		52,780
Maxim Integrated Products, Inc.	805,357		18,491
Microchip Technology, Inc. (d)	56,679		1,913
Micron Technology, Inc. (a)	3,351,022		24,697
NVIDIA Corp. (a)	770,396		10,655
NXP Semiconductors NV	987,742		19,538
ON Semiconductor Corp. (a)	2,961,294		25,734
Spansion, Inc. Class A (a)	342,948		6,235
Standard Microsystems Corp. (a)	73,600		1,741
TriQuint Semiconductor, Inc. (a)	356,512		2,681
			395,948
Software - 2.3%
Aspen Technology, Inc. (a)	631,355		9,786
Autodesk, Inc. (a)	200,539		6,899
BMC Software, Inc. (a)	459,757		19,871
Check Point Software Technologies Ltd. (a)	261,418		15,071
Citrix Systems, Inc. (a)	143,105		10,309
DemandTec, Inc. (a)	831,862		5,956
Informatica Corp. (a)	327,098		16,725
JDA Software Group, Inc. (a)	430,823		12,046
Micro Focus International PLC	2,179,019		10,374
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
Oracle Corp.	3,293,279		$ 100,708
Pegasystems, Inc.	181,537		7,327
Solera Holdings, Inc.	85,733		4,791
Sourcefire, Inc. (a)	289,775		7,123
TIBCO Software, Inc. (a)	151,198		3,937
			230,923
TOTAL INFORMATION TECHNOLOGY			1,627,976
MATERIALS - 6.3%
Chemicals - 2.8%
Air Products & Chemicals, Inc.	118,149		10,483
Ashland, Inc.	187,460		11,480
CF Industries Holdings, Inc.	40,789		6,335
Clariant AG (Reg.) (a)	1,447,820		22,864
CVR Partners LP	385,700		9,045
Dow Chemical Co.	779,917		27,196
Ecolab, Inc.	224,833		11,242
Ferro Corp. (a)	102,273		1,332
Huabao International Holdings Ltd.	8,219,461		6,960
Israel Chemicals Ltd.	347,600		5,893
Kraton Performance Polymers, Inc. (a)	280,523		10,127
Lanxess AG	69,451		5,604
LyondellBasell Industries NV Class A	475,173		18,750
PolyOne Corp.	644,904		9,996
Spartech Corp. (a)(e)	1,622,853		9,331
The Mosaic Co.	523,160		36,998
W.R. Grace & Co. (a)	1,203,625		60,711
Yara International ASA	299,000		17,137
			281,484
Construction Materials - 0.1%
HeidelbergCement AG	258,244		14,267
Containers & Packaging - 0.2%
Rock-Tenn Co. Class A	287,442		17,666
Metals & Mining - 3.2%
Anglo American PLC (United Kingdom)	225,500		10,735
Avion Gold Corp. (a)	3,402,700		7,123
Commercial Metals Co.	1,022,250		14,833
Eldorado Gold Corp.	1,021,878		17,595
First Quantum Minerals Ltd.	66,100		9,164
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Metals & Mining - continued
Freeport-McMoRan Copper & Gold, Inc.	647,185		$ 34,275
Goldcorp, Inc.	805,700		38,531
Grande Cache Coal Corp. (a)	738,500		6,740
Gulf Resources, Inc. (a)	1,894,460		6,631
Iluka Resources Ltd.	85,843		1,675
Ivanhoe Mines Ltd. (a)	1,820,965		47,687
Kenmare Resources PLC (a)	614,300		559
Kinross Gold Corp.	817,445		13,347
Mirabela Nickel Ltd. (a)	2,167,107		4,524
Newcrest Mining Ltd.	892,648		38,787
Pan American Silver Corp.	297,400		8,976
Randgold Resources Ltd. sponsored ADR	365,123		33,157
Reliance Steel & Aluminum Co.	81,850		3,848
Ternium SA sponsored ADR	180,795		5,241
United States Steel Corp. (d)	282,820		11,310
			314,738
TOTAL MATERIALS			628,155
TELECOMMUNICATION SERVICES - 1.2%
Diversified Telecommunication Services - 0.6%
AT&T, Inc.	369,889		10,823
CenturyLink, Inc.	269,446		9,999
China Unicom (Hong Kong) Ltd.	5,138,000		10,263
Iliad SA	121,637		15,625
Koninklijke KPN NV (d)	710,030		10,147
Telefonica SA sponsored ADR	115,160		2,570
			59,427
Wireless Telecommunication Services - 0.6%
American Tower Corp. Class A (a)	146,900		7,717
NII Holdings, Inc. (a)	258,000		10,926
SBA Communications Corp. Class A (a)	320,550		12,235
Sprint Nextel Corp. (a)	2,850,607		12,058
TIM Participacoes SA	2,311,706		11,401
Turkcell Iletisim Hizmet AS	1,697,000		8,719
			63,056
TOTAL TELECOMMUNICATION SERVICES			122,483
Common Stocks - continued
	Shares		Value (000s)
UTILITIES - 2.6%
Electric Utilities - 1.0%
American Electric Power Co., Inc.	472,195		$ 17,405
Centrais Eletricas Brasileiras SA (Electrobras) (PN-B) sponsored ADR (d)	502,200		7,704
Ceske Energeticke Zavody AS	50,000		2,584
Edison International	328,591		12,509
Fortum Corp.	122,386		3,244
NextEra Energy, Inc.	377,156		20,838
NV Energy, Inc.	486,328		7,217
PPL Corp.	707,453		19,738
Tata Power Co. Ltd.	142,060		4,117
			95,356
Gas Utilities - 0.2%
Aygaz AS	81,860		509
China Gas Holdings Ltd.	11,094,000		4,171
ONEOK, Inc.	130,788		9,520
			14,200
Independent Power Producers & Energy Traders - 0.7%
The AES Corp. (a)	5,940,556		73,128
Multi-Utilities - 0.7%
CenterPoint Energy, Inc.	590,285		11,558
CMS Energy Corp.	345,170		6,607
National Grid PLC	1,268,400		12,412
PG&E Corp.	271,157		11,234
Public Service Enterprise Group, Inc.	550,714		18,036
Sempra Energy	223,022		11,305
			71,152
TOTAL UTILITIES			253,836
TOTAL COMMON STOCKS (Cost $8,541,722)		9,802,006
Preferred Stocks - 0.7%

Convertible Preferred Stocks - 0.5%
CONSUMER DISCRETIONARY - 0.2%
Automobiles - 0.2%
General Motors Co. 4.75%	368,500		17,028
Preferred Stocks - continued
	Shares		Value (000s)
Convertible Preferred Stocks - continued
FINANCIALS - 0.2%
Diversified Financial Services - 0.2%
Citigroup, Inc. 7.50%	157,200		$ 17,630
INFORMATION TECHNOLOGY - 0.0%
IT Services - 0.0%
Unisys Corp. 6.25%	93,800		6,356
UTILITIES - 0.1%
Electric Utilities - 0.1%
PPL Corp. 9.50%	187,100		10,494
TOTAL CONVERTIBLE PREFERRED STOCKS			51,508
Nonconvertible Preferred Stocks - 0.2%
CONSUMER DISCRETIONARY - 0.2%
Automobiles - 0.2%
Volkswagen AG	96,900		19,416
TOTAL PREFERRED STOCKS (Cost $61,340)		70,924
Investment Companies - 0.2%

Ares Capital Corp. (Cost $13,382)	1,052,680		16,990

Convertible Bonds - 0.2%
	Principal Amount (000s)
FINANCIALS - 0.1%
Thrifts & Mortgage Finance - 0.1%
MGIC Investment Corp. 9% 4/1/63 (f)	$ 18,163		12,305
INDUSTRIALS - 0.1%
Electrical Equipment - 0.1%
Aspen Aerogels, Inc. 8% 6/1/14 (g)	4,085		4,085
Convertible Bonds - continued
	Principal Amount (000s)		Value (000s)
TELECOMMUNICATION SERVICES - 0.0%
Diversified Telecommunication Services - 0.0%
Clearwire Communications LLC/Clearwire Finance, Inc. 8.25% 12/1/40 (f)	$ 4,080		$ 2,739
TOTAL CONVERTIBLE BONDS (Cost $16,737)		19,129

Money Market Funds - 1.7%
	Shares
Fidelity Cash Central Fund, 0.14% (b)	14,746,846		14,747
Fidelity Securities Lending Cash Central Fund, 0.15% (b)(c)	156,594,819		156,595
TOTAL MONEY MARKET FUNDS (Cost $171,342)		171,342
TOTAL INVESTMENT PORTFOLIO - 101.4% (Cost $8,804,523)		10,080,391
NET OTHER ASSETS (LIABILITIES) - (1.4)%		(137,676)
NET ASSETS - 100%		$ 9,942,715

Legend

(a) Non-income producing

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

(e) Affiliated company

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Aspen Aerogels, Inc. 8% 6/1/14	6/1/11	$ 4,085
Bank of Ireland	7/29/11	$ 6,064
Facebook, Inc. Class B	3/31/11 - 5/19/11	$ 12,217
Mood Media Corp.	2/2/11	$ 4,054
Swisher Hygiene, Inc.	3/22/11 - 4/15/11	$ 13,586

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 108
Fidelity Securities Lending Cash Central Fund	2,562
Total	$ 2,670

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Double Eagle Petroleum Co.	$ -	$ 8,444	$ -	$ -	$ 10,542
GeoEye, Inc.	18,774	27,896	-	-	53,351
Gulf Resources, Inc.	5,042	946	2,579	-	-
Gulf Resources, Inc.	16,406	-	-	-	-
LTX-Credence Corp.	24,000	4,614	1,147	-	24,118
O'Charleys, Inc.	9,141	1,279	-	-	9,150
PICO Holdings, Inc.	38,871	687	1,564	-	32,970
Saia, Inc.	11,583	1,315	-	-	13,037
Spartech Corp.	15,775	2,635	1,873	-	9,331
Voyager Oil & Gas, Inc.	-	12,230	1	-	11,252
Voyager Oil & Gas, Inc. warrants 2/4/16	-	108	-	-	1,539
Winnebago Industries, Inc.	16,261	4,025	-	-	-
Total	$ 155,853	$ 64,179	$ 7,164	$ -	$ 165,290

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 1,088,144	$ 1,082,132	$ 6,012	$ -
Consumer Staples	890,157	861,647	28,510	-
Energy	1,362,630	1,356,090	6,540	-
Financials	1,375,717	1,359,077	10,851	5,789
Health Care	1,078,577	1,016,309	62,268	-
Industrials	1,428,405	1,410,381	18,024	-
Information Technology	1,634,332	1,622,119	-	12,213
Materials	628,155	628,155	-	-
Telecommunication Services	122,483	103,501	18,982	-
Utilities	264,330	251,918	12,412	-
Investment Companies	16,990	16,990	-	-
Corporate Bonds	19,129	-	19,129	-
Money Market Funds	171,342	171,342	-	-
Total Investments in Securities:	$ 10,080,391	$ 9,879,661	$ 182,728	$ 18,002

The following is a reconciliation of Investments in Securities for which Level 3 inputs were used in determining value:

(Amounts in thousands)
Investments in Securities:
Beginning Balance	$ -
Total Realized Gain (Loss)	-
Total Unrealized Gain (Loss)	(279)
Cost of Purchases	18,281
Proceeds of Sales	-
Amortization/Accretion	-
Transfers in to Level 3	-
Transfers out of Level 3	-
Ending Balance	$ 18,002
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at July 31, 2011	$ (279)

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

United States of America	79.2%
Canada	3.6%
United Kingdom	1.9%
France	1.6%
Bermuda	1.4%
Switzerland	1.2%
Netherlands	1.1%
Others (Individually Less Than 1%)	10.0%
	100.0%

Income Tax Information

At July 31, 2011, the Fund had a capital loss carryforward of approximately $41,875,000 all of which will expire in fiscal 2018. Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	July 31, 2011

Assets
Investment in securities, at value (including securities loaned of $152,805) - See accompanying schedule: Unaffiliated issuers (cost $8,467,548)	$ 9,743,759
Fidelity Central Funds (cost $171,342)	171,342
Other affiliated issuers (cost $165,633)	165,290
Total Investments (cost $8,804,523)		$ 10,080,391
Cash		104
Foreign currency held at value (cost $527)		527
Receivable for investments sold		112,559
Receivable for fund shares sold		6,308
Dividends receivable		8,055
Interest receivable		649
Distributions receivable from Fidelity Central Funds		409
Other receivables		649
Total assets		10,209,651

Liabilities
Payable for investments purchased	$ 84,500
Payable for fund shares redeemed	16,616
Accrued management fee	6,090
Other affiliated payables	1,719
Other payables and accrued expenses	1,416
Collateral on securities loaned, at value	156,595
Total liabilities		266,936

Net Assets		$ 9,942,715
Net Assets consist of:
Paid in capital		$ 8,758,078
Undistributed net investment income		22,949
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(113,290)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		1,274,978
Net Assets		$ 9,942,715

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	July 31, 2011

Dividend Growth: Net Asset Value, offering price and redemption price per share ($9,308,780 ÷ 321,451 shares)		$ 28.96

Class K: Net Asset Value, offering price and redemption price per share ($633,935 ÷ 21,877 shares)		$ 28.98

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

Annual Report

Statement of Operations

Amounts in thousands	Year ended July 31, 2011

Investment Income
Dividends		$ 122,532
Interest		7,730
Income from Fidelity Central Funds		2,670
Total income		132,932

Expenses
Management fee Basic fee	$ 54,190
Performance adjustment	13,876
Transfer agent fees	19,362
Accounting and security lending fees	1,306
Custodian fees and expenses	514
Independent trustees' compensation	53
Registration fees	148
Audit	88
Legal	43
Miscellaneous	98
Total expenses before reductions	89,678
Expense reductions	(565)	89,113
Net investment income (loss)		43,819
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	809,337
Other affiliated issuers	(5,052)
Foreign currency transactions	(2,084)
Total net realized gain (loss)		802,201
Change in net unrealized appreciation (depreciation) on: Investment securities	997,622
Assets and liabilities in foreign currencies	85
Total change in net unrealized appreciation (depreciation)		997,707
Net gain (loss)		1,799,908
Net increase (decrease) in net assets resulting from operations		$ 1,843,727

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Year ended July 31, 2011	Year ended July 31, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 43,819	$ 44,690
Net realized gain (loss)	802,201	922,532
Change in net unrealized appreciation (depreciation)	997,707	264,038
Net increase (decrease) in net assets resulting from operations	1,843,727	1,231,260
Distributions to shareholders from net investment income	(51,737)	(39,369)
Distributions to shareholders from net realized gain	(26,364)	(16,428)
Total distributions	(78,101)	(55,797)
Share transactions - net increase (decrease)	91,677	104,895
Total increase (decrease) in net assets	1,857,303	1,280,358

Net Assets
Beginning of period	8,085,412	6,805,054
End of period (including undistributed net investment income of $22,949 and undistributed net investment income of $31,691, respectively)	$ 9,942,715	$ 8,085,412

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

Annual Report

Financial Highlights - Dividend Growth

Years ended July 31,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 23.84	$ 20.25	$ 25.40	$ 32.73	$ 29.50
Income from Investment Operations
Net investment income (loss)^B	.12	.13^E	.24	.43	.52^F
Net realized and unrealized gain (loss)	5.23	3.63	(4.01)	(5.08)	3.98
Total from investment operations	5.35	3.76	(3.77)	(4.65)	4.50
Distributions from net investment income	(.15)	(.12)	(.37)	(.45)	(.45)
Distributions from net realized gain	(.08)	(.05)	(1.01)	(2.23)	(.82)
Total distributions	(.23)	(.17)	(1.38)^H	(2.68)	(1.27)
Net asset value, end of period	$ 28.96	$ 23.84	$ 20.25	$ 25.40	$ 32.73
Total Return^A	22.57%	18.59%	(15.33)%	(15.45)%	15.62%
Ratios to Average Net Assets^C,G
Expenses before reductions	.93%	.93%	.62%	.64%	.61%
Expenses net of fee waivers, if any	.93%	.93%	.62%	.64%	.61%
Expenses net of all reductions	.93%	.92%	.62%	.63%	.60%
Net investment income (loss)	.44%	.56%^E	1.34%	1.47%	1.62%^F
Supplemental Data
Net assets, end of period (in millions)	$ 9,309	$ 7,730	$ 6,603	$ 9,502	$ 16,265
Portfolio turnover rate^D	67%	85%	177%	52%	36%

^A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

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

^D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^E Investment income per share reflects a special dividend which amounted to $.04 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .40%.

^F Investment income per share reflects a special dividend which amounted to $.07 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been 1.40%.

^G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

^H Total distributions of $1.38 per share is comprised of distributions from net investment income of $.374 and distributions from net realized gain of $1.005 per share.

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

Annual Report

Financial Highlights - Class K

Years ended July 31,	2011	2010	2009	2008^H
Selected Per-Share Data
Net asset value, beginning of period	$ 23.86	$ 20.26	$ 25.41	$ 27.72
Income from Investment Operations
Net investment income (loss)^D	.17	.18^G	.26	.10
Net realized and unrealized gain (loss)	5.22	3.63	(4.00)	(2.41)
Total from investment operations	5.39	3.81	(3.74)	(2.31)
Distributions from net investment income	(.20)	(.16)	(.41)	-
Distributions from net realized gain	(.08)	(.05)	(1.01)	-
Total distributions	(.27)^K	(.21)	(1.41)^J	-
Net asset value, end of period	$ 28.98	$ 23.86	$ 20.26	$ 25.41
Total Return^B,C	22.79%	18.86%	(15.16)%	(8.33)%
Ratios to Average Net Assets^E,I
Expenses before reductions	.78%	.72%	.40%	.47%^A
Expenses net of fee waivers, if any	.78%	.72%	.40%	.47%^A
Expenses net of all reductions	.77%	.71%	.39%	.47%^A
Net investment income (loss)	.60%	.76%^G	1.57%	1.66%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 633,935	$ 355,463	$ 201,625	$ 92
Portfolio turnover rate^F	67%	85%	177%	52%

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

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

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^G Investment income per share reflects a special dividend which amounted to $.04 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .60%.

^H For the period May 9, 2008 (commencement of sale of shares) to July 31, 2008.

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

^J Total distributions of $1.41 per share is comprised of distributions from net investment income of $.407 and distributions from net realized gain of $1.005 per share.

^K Total distributions of $.27 per share is comprised of distributions from net investment income of $.197 and distributions from net realized gain of $.077 per share.

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

Annual Report

Notes to Financial Statements

For the period ended July 31, 2011

(Amounts in thousands except ratios)

1. Organization.

Fidelity Dividend Growth Fund (the Fund) is a fund of Fidelity Securities Fund (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Dividend Growth and Class K shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class.

2. Investments in Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

3. Significant Accounting Policies.

Annual Report

3. Significant Accounting Policies - continued

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Security Valuation - continued

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For corporate bonds, pricing services utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and are generally categorized as Level 2 in the hierarchy. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

Annual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), market discount, equity-debt classifications, partnerships, deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 1,675,274
Gross unrealized depreciation	(473,832)
Net unrealized appreciation (depreciation) on securities and other investments	$ 1,201,442

Tax Cost	$ 8,878,949

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income	$ 26,540
Capital loss carryforward	$ (41,875)
Net unrealized appreciation (depreciation)	$ 1,200,553

The tax character of distributions paid was as follows:

	July 31, 2011	July 31, 2010
Ordinary Income	$ 78,101	$ 55,797

New Accounting Pronouncement. In May 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-04, Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The update changes the wording used to describe the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. The update is effective during interim and annual periods beginning after December 15, 2011. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

Annual Report

4. Operating Policies.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $6,534,955 and $6,441,727, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and a group fee rate that averaged .26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Dividend Growth as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .70% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Dividend Growth. FIIOC receives no fees for providing transfer agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets
Dividend Growth	$ 19,090	.21
Class K	272	.05
	$ 19,362

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

6. Fees and Other Transactions with Affiliates - continued

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. The interest expense amounted to fifty-nine dollars under the interfund lending program. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender	Average Daily Loan Balance	Weighted Average Interest Rate
Borrower	$ 6,139	.35%

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.0 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $32 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

Annual Report

8. Security Lending - continued

to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $897. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $2,562, including $80 from securities loaned to FCM.

9. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $565 for the period.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended July 31,	2011	2010
From net investment income
Dividend Growth	$ 48,547	$ 37,603
Class K	3,190	1,766
Total	$ 51,737	$ 39,369
From net realized gain
Dividend Growth	$ 25,105	$ 15,884
Class K	1,259	544
Total	$ 26,364	$ 16,428

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended July 31,	2011	2010	2011	2010
Dividend Growth
Shares sold	76,617	100,583	$ 2,092,410	$ 2,382,785
Reinvestment of distributions	2,707	2,281	68,380	51,426
Shares redeemed	(82,166)	(104,744)	(2,266,445)	(2,445,083)
Net increase (decrease)	(2,842)	(1,880)	$ (105,655)	$ (10,872)

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

11. Share Transactions - continued

	Shares		Dollars
Years ended July 31,	2011	2010	2011	2010
Class K
Shares sold	11,524	7,715	$ 323,383	$ 180,965
Reinvestment of distributions	175	102	4,449	2,310
Shares redeemed	(4,720)	(2,870)	(130,500)	(67,508)
Net increase (decrease)	6,979	4,947	$ 197,332	$ 115,767

12. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity Dividend Growth Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Dividend Growth Fund (a fund of Fidelity Securities Fund) at July 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Dividend Growth Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at July 31, 2011 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 15, 2011

Annual Report

Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for Mr. James C. Curvey, each of the Trustees oversees 221 funds advised by FMR or an affiliate. Mr. Curvey oversees 419 funds advised by FMR or an affiliate.

Annual Report

Trustees and Officers - continued

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (76)
	Year of Election or Appointment: 2007 Mr. Curvey is Trustee and Acting Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Ronald P. O'Hanley (54)
	Year of Election or Appointment: 2011 Mr. O'Hanley is Director of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

Annual Report

Trustees and Officers - continued

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (63)
	Year of Election or Appointment: 2005 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). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-Present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (57)
	Year of Election or Appointment: 2008 Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's, Inc. (restaurant and entertainment complexes, 2010-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2007-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-Present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
Ned C. Lautenbach (67)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is also a member of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (1999-present); a member of the Board of Trustees of Fairfield University (2005-present); and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (66)
	Year of Election or Appointment: 2008 Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).
Robert W. Selander (60)
	Year of Election or Appointment: 2011 Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011), Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (67)
	Year of Election or Appointment: 2005 Ms. Small is a member of the Board of Directors of the Teagle Foundation (2009-present). Ms. Small is also a member of the Investment Committee, and Chair (2008-present) and a member of the Board of Trustees of Smith College. In addition, Ms. Small serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson of the Investment Committee (2002-2008) of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (72)
	Year of Election or Appointment: 2001 Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present). Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of Univar (global distributor of commodity and specialty chemicals, 2010-present), a Director of Teradata Corporation (data warehousing and technology solutions, 2008-present), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate), Tyco International, Inc. (multinational manufacturing and services, 2007-present), and a member of the Advisory Board for Metalmark Capital (private equity investment, 2005-present). Mr. Stavropoulos is a special advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science.
David M. Thomas (62)
	Year of Election or Appointment: 2008 Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
Michael E. Wiley (60)
	Year of Election or Appointment: 2008 Mr. Wiley also serves as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-present). Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

Annual Report

Advisory Board Members and Executive Officers:

Correspondence intended for each executive officer, Edward C. Johnson 3d, and Peter S. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
Edward C. Johnson 3d (81)
	Year of Election or Appointment: 2011 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006-2007).
Peter S. Lynch (67)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
Kenneth B. Robins (41)
	Year of Election or Appointment: 2008 President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer (2010-present) and Assistant Treasurer (2009-present) of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).
Bruce T. Herring (45)
	Year of Election or Appointment: 2006 Vice President of certain Equity Funds. Mr. Herring also serves as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present) and Group Chief Investments Officer of FMR. Previously, Mr. Herring served as Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.
Brian B. Hogan (46)
	Year of Election or Appointment: 2009 Vice President of Equity and High Income Funds. Mr. Hogan also serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Scott C. Goebel (43)
	Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
William C. Coffey (42)
	Year of Election or Appointment: 2009 Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Holly C. Laurent (57)
	Year of Election or Appointment: 2008 Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent also serves as AML Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present) and is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).
Christine Reynolds (52)
	Year of Election or Appointment: 2008 Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Kenneth A. Rathgeber (64)
	Year of Election or Appointment: 2004 Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Rathgeber is Chief Compliance Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present), Fidelity Management & Research (Japan) Inc. (2008-present), FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), Pyramis Global Advisors, LLC (2005-present), and Strategic Advisers, Inc. (2005-present).
Jeffrey S. Christian (49)
	Year of Election or Appointment: 2009 Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009).
Bryan A. Mehrmann (50)
	Year of Election or Appointment: 2005 Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments.
Adrien E. Deberghes (43)
	Year of Election or Appointment: 2008 Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as Assistant Treasurer of other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (42)
	Year of Election or Appointment: 2010 Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as Deputy Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
John R. Hebble (53)
	Year of Election or Appointment: 2009 Assistant Treasurer of Fidelity's Equity and High Income Funds. Mr. Hebble also serves as President (2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present), President and Treasurer of other Fidelity funds (2008-present) and is an employee of Fidelity Investments.
Gary W. Ryan (52)
	Year of Election or Appointment: 2005 Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
Jonathan Davis (43)
	Year of Election or Appointment: 2010 Assistant Treasurer of the Fidelity funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).

Annual Report

Distributions

The Board of Trustees of Fidelity Dividend Growth Fund voted to pay on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

	Pay Date	Record Date	Dividends	Capital Gains
Dividend Growth	9/12/11	9/09/11	$0.062	$0.015

Dividend Growth designates 100% of the dividends distributed in September and December, respectively during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Dividend Growth designates 100% of the dividends distributed in September and December, respectively during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2012 of amounts for use in preparing 2011 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Dividend Growth Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured over multiple periods against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by Fidelity and reviewed by the Board. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2010, as available, the cumulative total returns of Class K and the retail class of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Fidelity Dividend Growth Fund

fid433020

The Board reviewed the fund's relative investment performance against its peer group and noted that the performance of the retail class of the fund (the class with the longer performance record) was in the first quartile for all the periods shown. The Board also noted that the investment performance of the retail class of the fund compared favorably to its benchmark for all the periods shown. The Board considered that the variations in performance between the fund's classes reflect the variations in class expenses, which result in lower performance for the higher expense class. The Board also reviewed the fund's performance since inception as well as performance in the current year.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Dividend Growth Fund

fid433022

Annual Report

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that any potential economies of scale are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance, and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year and length of portfolio manager tenure for different categories of funds over time; (iii) Fidelity's compensation structure for portfolio managers and other key personnel and strategies for attracting and retaining non-investment personnel; (iv) the amount of the investment that each portfolio manager has made in the Fidelity fund(s) that he or she manages; (v) historical trends in Fidelity's realization of fall-out benefits; (vi) Fidelity's group fee structures and the rationale for the individual fee rates of certain funds; (vii) fund profitability methodology and the impact of certain factors on fund profitability results; (viii) trends regarding industry use of performance fee structures and Fidelity's compliance practices with respect to performance adjustment calculations; (ix) the fee structures in place for certain other Fidelity clients; and (x) explanations regarding the relative total expense ratios of certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expense ratios for certain funds and classes.

Annual Report

Managing Your Investments

By Phone

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

Press

fid432893 For mutual fund and brokerage trading.

fid432895 For quotes.*

fid432897 For account balances and holdings.

fid432899 To review orders and mutual
fund activity.

fid432901 To change your PIN.

fid432903 fid432905 To speak to a Fidelity representative.

By PC

Fidelity's web site on the Internet provides a wide range of information, including daily financial news, fund performance, interactive planning tools and news about Fidelity products and services.

(computer_graphic)
Fidelity's Web Site
www.fidelity.com

Annual Report

To Write Fidelity

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

(letter_graphic)
Making Changes
To Your Account

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

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

(letter_graphic)
For Non-Retirement
Accounts

Buying shares

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

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

Selling shares

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

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

General Correspondence

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

(letter_graphic)
For Retirement
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Cincinnati, OH 45277-0003

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

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

General Correspondence

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

Annual Report

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Fidelity Management & Research Company

Boston, MA

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Boston, MA

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Boston, MA

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Citibank, N.A.,
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The Fidelity Telephone Connection

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

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

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(9 a.m. - 9 p.m. Eastern time)

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Automated line for quickest service

DGF-UANN-0911
1.789245.108

fid432910

Fidelity®

Dividend Growth

Fund -

Class K

Annual Report

July 31, 2011
(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	The Chairman's message to shareholders.
Performance	<Click Here>	How the fund has done over time.
Management's Discussion of Fund Performance	<Click Here>	The Portfolio Manager's review of fund performance and strategy.
Shareholder Expense Example	<Click Here>	An example of shareholder expenses.
Investment Changes	<Click Here>	A summary of major shifts in the fund's investments over the past six months.
Investments	<Click Here>	A complete list of the fund's investments with their market values.
Financial Statements	<Click Here>	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	<Click Here>	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	<Click Here>
Trustees and Officers	<Click Here>
Distributions	<Click Here>
Board Approval of Investment Advisory Contracts and Management Fees	<Click Here>

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-835-5092 to request a free copy of the proxy voting guidelines.

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

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

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

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_James_C_Curvey)

Dear Shareholder:

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

(The acting chairman's signature appears here.)

James C. Curvey
Acting Chairman

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended July 31, 2011	Past 1 year	Past 5 years	Past 10 years
Class K ^A	22.79%	3.90%	2.60%

^AThe initial offering of Class K shares took place on May 9, 2008. Returns prior to May 9, 2008 are those of Fidelity® Dividend Growth Fund, the original class of the fund.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Dividend Growth Fund - Class K on July 31, 2001. The chart shows how the value of your investment would have changed, and also shows how the S&P 500® Index performed over the same period. The initial offering of Class K took place on May 9, 2008. See above for additional information regarding the performance of Class K.

fid433047

Annual Report

Management's Discussion of Fund Performance

Market Recap: U.S. stocks registered solid double-digit gains for the 12 months ending July 31, 2011, extending a rally that began more than two years earlier. Despite a rough start in August 2010, markets turned positive in September, as increased demand for capital goods and other upbeat indicators trumped investor worry about a U.S. recessionary relapse. The broad market, as measured by the S&P 500®Index, rose 9% that month, its biggest September gain in 71 years. Seven more monthly advances followed, fueled by encouraging corporate earnings and economic activity. However, volatility picked up in the period's latter months, as markets reacted to continued high U.S. unemployment, nagging debt troubles in Europe and looming legislative battles over the federal debt ceiling. May unemployment rose above 9% for the first time in 2011, contributing to a traditional "June swoon" for stocks. Market uncertainty lingered in July, when the S&P 500® posted its second-biggest monthly loss of the period. For the full year, the S&P 500® climbed 19.65%, while the blue-chip-laden Dow Jones Industrial Average^SM rose a comparable 19.09% and the technology-heavy Nasdaq Composite® Index gained 23.40%. On the capitalization spectrum, stocks of mid-cap companies fared best, with the Russell Midcap® Index rising 24.51% and the small-cap Russell 2000® Index adding 23.92%.

Comments from Lawrence Rakers, Portfolio Manager of Fidelity® Dividend Growth Fund: For the year, the fund's Class K shares returned 22.79%, topping the S&P 500. Stock selection in health care, industrials and technology aided performance. From a market-capitalization perspective, investments in the mid- and small-cap segments helped. The fund's foreign exposure lifted overall performance, aided in part by a weaker U.S. dollar. The fund's top relative contributor was Atmel, which makes semiconductors that support various touch-screen applications. Strong consumer demand for smartphones and tablet computers enabled our holdings in the stock to gain more than 186%. Other contributors included drilling rig provider National Oilwell Varco and specialty chemicals manufacturer W.R. Grace. Underweighting two lagging index components, Bank of America and insurance-focused conglomerate Berkshire Hathaway, also helped. Atmel and W.R. Grace were not in the index, and the fund did not hold Atmel or Bank of America at period end. The only significant negative sector influence was consumer discretionary, fueled mainly by poor picks in retailing. In terms of individual detractors, the fund was hurt by underweighting or not owning some strong-performing index components, including energy majors Exxon Mobil and Chevron, technology services heavyweight International Business Machines and Internet retailer Amazon.com.

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2011 to July 31, 2011).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Annualized Expense Ratio	Beginning Account Value February 1, 2011	Ending Account Value July 31, 2011	Expenses Paid During Period* February 1, 2011 to July 31, 2011
Dividend Growth	.93%
Actual		$ 1,000.00	$ 993.80	$ 4.60
Hypothetical^A		$ 1,000.00	$ 1,020.18	$ 4.66
Class K	.78%
Actual		$ 1,000.00	$ 994.90	$ 3.86
Hypothetical^A		$ 1,000.00	$ 1,020.93	$ 3.91

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	3.1	2.7
Wells Fargo & Co.	1.5	1.8
Citigroup, Inc.	1.4	1.6
JPMorgan Chase & Co.	1.4	1.6
The Coca-Cola Co.	1.4	1.3
General Electric Co.	1.3	1.3
Procter & Gamble Co.	1.1	0.7
Philip Morris International, Inc.	1.1	0.8
Oracle Corp.	1.0	0.9
Exxon Mobil Corp.	0.9	0.3
	14.2
Top Five Market Sectors as of July 31, 2011
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	16.4	17.3
Industrials	14.5	14.5
Financials	14.0	15.8
Energy	13.7	12.2
Consumer Discretionary	11.0	10.7

Asset Allocation (% of fund's net assets)
As of July 31, 2011 *			As of January 31, 2011 **
	Stocks and Investment Companies 99.0%			Stocks and Investment Companies 97.8%
	Convertible Securities 0.7%			Convertible Securities 1.1%
	Short-Term Investments and Net Other Assets 0.3%			Short-Term Investments and Net Other Assets 1.1%
* Foreign investments		20.8%	** Foreign investments		19.6%

fid433055

Annual Report

Investments July 31, 2011

Showing Percentage of Net Assets

Common Stocks - 98.6%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 10.6%
Auto Components - 0.5%
Autoliv, Inc.	32,700		$ 2,163
Minth Group Ltd.	4,178,000		6,712
Modine Manufacturing Co. (a)	659,005		9,826
Tenneco, Inc. (a)	449,723		17,962
TRW Automotive Holdings Corp. (a)	187,287		9,452
			46,115
Automobiles - 0.4%
Bajaj Auto Ltd.	20,403		678
Harley-Davidson, Inc.	307,705		13,351
Honda Motor Co. Ltd.	151,500		6,012
Thor Industries, Inc.	16,300		403
Winnebago Industries, Inc. (a)(d)	1,869,336		15,684
			36,128
Distributors - 0.1%
Silver Base Group Holdings Ltd.	11,002,000		10,079
Diversified Consumer Services - 0.6%
Anhanguera Educacional Participacoes SA	61,200		1,187
DeVry, Inc.	206,485		12,831
Grand Canyon Education, Inc. (a)	555,923		8,556
Service Corp. International	1,072,000		11,224
Stewart Enterprises, Inc. Class A	1,785,724		12,411
Weight Watchers International, Inc.	123,500		9,533
			55,742
Hotels, Restaurants & Leisure - 2.0%
Accor SA	314,961		13,925
Ajisen (China) Holdings Ltd.	1,876,000		3,692
Bravo Brio Restaurant Group, Inc.	482,615		10,786
Brinker International, Inc.	1,096,707		26,343
Club Mediterranee SA (a)	609,547		14,477
Denny's Corp. (a)	2,354,503		8,971
DineEquity, Inc. (a)(d)	462,765		24,110
McDonald's Corp.	262,259		22,680
NH Hoteles SA (a)	613,573		3,861
O'Charleys, Inc. (a)(e)	1,502,425		9,150
Sands China Ltd. (a)	3,935,600		11,841
Spur Corp. Ltd.	2,155,450		4,484
Starbucks Corp.	139,130		5,578
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Hotels, Restaurants & Leisure - continued
WMS Industries, Inc. (a)	977,143		$ 26,940
Wyndham Worldwide Corp.	270,833		9,368
			196,206
Household Durables - 0.4%
Dorel Industries, Inc. Class B (sub. vtg.)	248,500		7,280
Garmin Ltd. (d)	267,668		8,734
Lennar Corp. Class A	109,500		1,937
Newell Rubbermaid, Inc.	692,167		10,742
Standard Pacific Corp. (a)(d)	2,610,820		7,467
Techtronic Industries Co. Ltd.	7,675,000		8,016
			44,176
Internet & Catalog Retail - 0.0%
Liberty Media Corp. Interactive Series A (a)	102,000		1,674
Leisure Equipment & Products - 0.1%
Giant Manufacturing Co. Ltd.	429,000		1,716
Hasbro, Inc.	261,601		10,349
Summer Infant, Inc. (a)	231,730		1,995
			14,060
Media - 2.6%
Antena 3 Television SA	285,600		2,273
Comcast Corp.:
Class A	51,870		1,246
Class A (special) (non-vtg.)	2,514,015		58,677
Dentsu, Inc.	201,300		6,298
DISH Network Corp. Class A (a)	474,345		14,055
Havas SA (d)	474,651		2,230
JC Decaux SA (a)	57,200		1,580
Kabel Deutschland Holding AG (a)	168,900		9,529
MDC Partners, Inc. Class A (sub. vtg.)	1,194,639		23,857
Mood Media Corp.	1,083,500		3,504
Mood Media Corp. (g)	2,002,900		6,478
The Walt Disney Co.	1,283,625		49,574
Time Warner Cable, Inc.	260,956		19,131
Time Warner, Inc.	1,335,749		46,965
Valassis Communications, Inc. (a)	411,984		11,041
			256,438
Multiline Retail - 0.9%
Maoye International Holdings Ltd.	22,874,000		10,918
Marisa Lojas SA	747,600		10,506
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Multiline Retail - continued
PPR SA	76,800		$ 14,235
Target Corp.	1,026,921		52,876
			88,535
Specialty Retail - 2.5%
Advance Auto Parts, Inc.	466,900		25,665
American Eagle Outfitters, Inc.	448,713		5,896
Asbury Automotive Group, Inc. (a)	479,969		10,334
Best Buy Co., Inc.	364,842		10,070
Big 5 Sporting Goods Corp.	455,600		3,759
Carphone Warehouse Group PLC	1,419,949		9,621
Casual Male Retail Group, Inc. (a)	1,897,014		7,986
Citi Trends, Inc. (a)	274,100		3,846
DSW, Inc. Class A (a)	69,379		3,676
Fast Retailing Co. Ltd.	36,800		6,541
Foot Locker, Inc.	712,327		15,479
Foschini Ltd.	1,061,804		13,967
GOME Electrical Appliances Holdings Ltd.	6,022,000		2,843
Guess?, Inc.	253,409		9,660
Hengdeli Holdings Ltd.	18,822,000		9,346
Home Depot, Inc.	338,968		11,840
Limited Brands, Inc.	124,700		4,721
Lowe's Companies, Inc.	2,009,712		43,370
Lumber Liquidators Holdings, Inc. (a)(d)	403,619		6,341
MarineMax, Inc. (a)	776,868		7,139
Office Depot, Inc. (a)	122,608		463
OfficeMax, Inc. (a)	1,209,322		8,562
SuperGroup PLC (a)	576,787		10,084
Urban Outfitters, Inc. (a)	544,268		17,710
			248,919
Textiles, Apparel & Luxury Goods - 0.5%
Bosideng International Holdings Ltd.	21,804,000		6,407
G-III Apparel Group Ltd. (a)	441,792		13,638
Peak Sport Products Co. Ltd.	4,855,000		2,822
PVH Corp.	296,663		21,226
VF Corp.	81,636		9,535
			53,628
TOTAL CONSUMER DISCRETIONARY			1,051,700
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - 8.9%
Beverages - 2.4%
Anheuser-Busch InBev SA NV	302,047		$ 17,384
Britvic PLC	1,710,164		9,851
Carlsberg A/S Series B	155,800		15,324
Dr Pepper Snapple Group, Inc.	441,360		16,666
Grupo Modelo SAB de CV Series C	2,577,900		15,904
PepsiCo, Inc.	458,223		29,345
The Coca-Cola Co.	2,019,741		137,363
			241,837
Food & Staples Retailing - 1.5%
Casey's General Stores, Inc.	231,842		10,433
CVS Caremark Corp.	2,026,938		73,679
Droga Raia SA	345,600		6,405
Eurocash SA	443,959		4,340
Kroger Co.	250,835		6,238
Susser Holdings Corp. (a)	629,230		10,263
Sysco Corp.	93,955		2,874
Walgreen Co.	988,918		38,607
			152,839
Food Products - 1.7%
Archer Daniels Midland Co.	669,479		20,339
Calavo Growers, Inc.	499,533		10,325
Calbee, Inc.	57,200		2,408
Danone	183,800		13,152
Flowers Foods, Inc. (d)	459,918		10,081
Green Mountain Coffee Roasters, Inc. (a)	312,600		32,495
Kraft Foods, Inc. Class A	1,263,241		43,430
Orion Corp.	2,040		991
Sara Lee Corp.	798,146		15,253
Shenguan Holdings Group Ltd.	4,564,000		2,922
TreeHouse Foods, Inc. (a)	282,074		14,566
			165,962
Household Products - 1.4%
Colgate-Palmolive Co.	43,230		3,648
Procter & Gamble Co.	1,766,302		108,610
Spectrum Brands Holdings, Inc. (a)	411,959		10,999
Unicharm Corp.	314,800		14,234
Youyuan International Holdings Ltd. (a)	8,394,000		3,877
			141,368
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Personal Products - 0.2%
BaWang International (Group) Holding Ltd.	10,702,000		$ 1,758
Biostime International Holdings Ltd.	1,186,500		2,597
Estee Lauder Companies, Inc. Class A	111,635		11,712
Hengan International Group Co. Ltd.	825,000		7,172
			23,239
Tobacco - 1.7%
Altria Group, Inc.	1,202,848		31,635
British American Tobacco PLC (United Kingdom)	241,000		11,126
Imperial Tobacco Group PLC	389,210		13,526
KT&G Corp.	34,272		2,132
Philip Morris International, Inc.	1,496,319		106,493
			164,912
TOTAL CONSUMER STAPLES			890,157
ENERGY - 13.7%
Energy Equipment & Services - 4.7%
Aker Drilling ASA (a)	1,191,860		3,630
Aker Solutions ASA	1,398,971		24,631
Baker Hughes, Inc.	507,010		39,232
Basic Energy Services, Inc. (a)	81,600		2,643
Cal Dive International, Inc. (a)	1,652,183		9,219
Cameron International Corp. (a)	380,313		21,275
Cathedral Energy Services Ltd.	1,333,000		11,901
Ensco International Ltd. ADR	57,100		3,041
Essential Energy Services Ltd. (a)	2,325,300		5,354
Halliburton Co.	1,170,475		64,060
Helmerich & Payne, Inc.	81,752		5,645
Hornbeck Offshore Services, Inc. (a)	45,000		1,253
ION Geophysical Corp. (a)	2,084,278		21,135
Kvaerner ASA (a)	1,398,971		2,972
National Oilwell Varco, Inc.	1,022,223		82,361
Noble Corp.	329,108		12,134
Pioneer Drilling Co. (a)	228,188		3,713
Saipem SpA	287,799		15,044
Schlumberger Ltd.	947,454		85,621
Superior Energy Services, Inc. (a)	122,634		5,088
Transocean Ltd. (United States)	334,326		20,581
Trinidad Drilling Ltd.	249,200		2,606
Unit Corp. (a)	194,078		11,647
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Energy Equipment & Services - continued
Vantage Drilling Co. (a)	5,557,916		$ 9,059
Xtreme Coil Drilling Corp. (a)	885,200		4,457
			468,302
Oil, Gas & Consumable Fuels - 9.0%
3Legs Resources PLC	284,300		1,120
Alpha Natural Resources, Inc. (a)	207,839		8,877
Americas Petrogas, Inc. (a)	1,986,700		4,658
Americas Petrogas, Inc. (a)(f)	2,250,000		5,275
Anadarko Petroleum Corp.	348,235		28,750
Apache Corp.	313,528		38,790
Bonavista Energy Corp. (a)(f)	166,200		5,001
BP PLC sponsored ADR	71,503		3,249
BPZ Energy, Inc. (a)(d)	2,387,127		8,641
C&C Energia Ltd. (a)	572,800		6,085
Cabot Oil & Gas Corp.	57,300		4,245
Chesapeake Energy Corp.	959,327		32,953
Chevron Corp.	800,724		83,291
Concho Resources, Inc. (a)	100		9
Crown Point Ventures Ltd. (a)	654,400		1,096
Crown Point Ventures Ltd. (a)(f)	1,487,700		2,491
CVR Energy, Inc. (a)	1,144,744		30,736
Denbury Resources, Inc. (a)	731,593		14,134
Double Eagle Petroleum Co. (a)(e)	977,903		10,542
El Paso Corp.	81,688		1,679
EOG Resources, Inc.	179,445		18,303
EV Energy Partners LP	123,890		8,719
Exxon Mobil Corp.	1,138,674		90,855
Georesources, Inc. (a)	28,600		730
Gran Tierra Energy, Inc. (Canada) (a)	674,500		4,702
Gulfport Energy Corp. (a)	491,957		17,937
HollyFrontier Corp.	565,328		42,620
InterOil Corp. (a)(d)	268,719		16,822
Kosmos Energy Ltd.	530,200		8,054
Madalena Ventures, Inc. (a)	918,000		740
Marathon Oil Corp.	448,256		13,882
Marathon Petroleum Corp.	356,628		15,617
Niko Resources Ltd.	168,100		11,561
Noble Energy, Inc.	207,424		20,676
Northern Oil & Gas, Inc. (a)(d)	2,373,722		52,554
OAO Gazprom sponsored ADR	1,009,700		14,802
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Occidental Petroleum Corp.	539,522		$ 52,970
Painted Pony Petroleum Ltd. (a)(f)	116,500		1,725
Painted Pony Petroleum Ltd. Class A (a)	61,300		908
Paladin Energy Ltd. (Australia) (a)	3,364,814		9,685
Pan Orient Energy Corp. (a)	938,500		4,312
PetroBakken Energy Ltd. Class A (d)	281,726		4,146
Petroleum Development Corp. (a)	208,509		7,573
Resolute Energy Corp. (a)(d)	973,974		15,866
Suncor Energy, Inc.	271,400		10,403
TAG Oil Ltd. (a)	899,300		6,448
Talisman Energy, Inc.	664,600		12,104
Targa Resources Corp.	148,200		5,003
Tesoro Corp. (a)	922,716		22,413
Tourmaline Oil Corp. (a)(f)	192,600		7,187
Valero Energy Corp.	993,642		24,960
Voyager Oil & Gas, Inc. (a)(d)(e)	3,538,244		11,252
Voyager Oil & Gas, Inc. warrants 2/4/16 (a)(e)	1,198,388		1,539
Whiting Petroleum Corp. (a)	632,309		37,053
Williams Companies, Inc.	901,730		28,585
			894,328
TOTAL ENERGY			1,362,630
FINANCIALS - 13.7%
Capital Markets - 2.1%
American Capital Ltd. (a)	472,225		4,566
Ashmore Group PLC	1,677,600		11,107
Bank of New York Mellon Corp.	516,208		12,962
BlackRock, Inc. Class A	53,484		9,545
FXCM, Inc. Class A (d)	327,100		3,304
Goldman Sachs Group, Inc.	331,877		44,793
GP Investments Ltd. (depositary receipt) (a)	2,714,019		8,486
ICAP PLC	1,355,800		9,967
International Communications Group, Inc. (a)	559,836		6,186
Invesco Ltd.	648,687		14,388
Knight Capital Group, Inc. Class A (a)	709,600		8,026
Morgan Stanley	1,993,624		44,358
State Street Corp.	620,173		25,719
TD Ameritrade Holding Corp.	518,677		9,523
			212,930
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Commercial Banks - 3.0%
Associated Banc-Corp.	842,596		$ 11,501
Banco Pine SA	970,700		6,477
Bank of Ireland (g)	42,633,112		5,789
CapitalSource, Inc.	5,432,245		35,092
CIT Group, Inc. (a)	485,710		19,302
Comerica, Inc.	241,002		7,719
Commercial Bank of Qatar GDR (Reg. S)	1,270,830		5,165
Guaranty Trust Bank PLC GDR (Reg. S)	793,992		3,295
Huntington Bancshares, Inc.	940,859		5,687
Itau Unibanco Banco Multiplo SA sponsored ADR	267,500		5,449
KeyCorp	774,000		6,223
Regions Financial Corp.	2,968,759		18,080
SunTrust Banks, Inc.	327,213		8,013
Susquehanna Bancshares, Inc.	900,925		6,784
Wells Fargo & Co.	5,538,941		154,758
			299,334
Consumer Finance - 0.8%
American Express Co.	772,301		38,646
Discover Financial Services	776,127		19,877
Imperial Holdings, Inc. (a)	451,296		4,364
SLM Corp.	698,132		10,884
			73,771
Diversified Financial Services - 3.4%
Citigroup, Inc.	3,647,823		139,858
CME Group, Inc.	58,227		16,839
Infrastructure Development Finance Co. Ltd.	2,345,734		6,688
JPMorgan Chase & Co.	3,440,554		139,170
PICO Holdings, Inc. (a)(e)	1,207,264		32,970
			335,525
Insurance - 1.9%
AEGON NV (a)	1,896,127		10,851
AFLAC, Inc.	516,898		23,808
Assured Guaranty Ltd.	2,289,114		32,391
Berkshire Hathaway, Inc. Class B (a)	368,652		27,343
Genworth Financial, Inc. Class A (a)	3,248,702		27,029
Hanover Insurance Group, Inc.	65,471		2,371
Hartford Financial Services Group, Inc.	159,500		3,735
Lincoln National Corp.	491,950		13,037
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Insurance - continued
MetLife, Inc.	968,117		$ 39,896
Prudential Financial, Inc.	187,900		11,026
			191,487
Real Estate Investment Trusts - 1.8%
Beni Stabili SpA SIIQ	4,141,000		3,695
Boston Properties, Inc.	112,291		12,056
Campus Crest Communities, Inc.	340,903		4,084
CBL & Associates Properties, Inc.	1,572,040		27,919
Douglas Emmett, Inc.	460,912		9,218
Education Realty Trust, Inc.	826,300		7,255
Excel Trust, Inc.	149,700		1,717
Franklin Street Properties Corp.	606,400		7,647
Prologis, Inc.	847,697		30,203
Public Storage	110,619		13,233
SL Green Realty Corp.	262,270		21,511
Sunstone Hotel Investors, Inc. (a)	407,900		3,634
Weyerhaeuser Co.	1,586,676		31,718
			173,890
Real Estate Management & Development - 0.7%
CB Richard Ellis Group, Inc. Class A (a)	2,060,326		44,915
Forest City Enterprises, Inc. Class A (a)	531,282		9,568
Iguatemi Empresa de Shopping Centers SA	357,900		7,822
Kenedix, Inc. (a)	45,234		8,845
			71,150
TOTAL FINANCIALS			1,358,087
HEALTH CARE - 10.8%
Biotechnology - 3.0%
Acorda Therapeutics, Inc. (a)	232,700		6,609
Alexion Pharmaceuticals, Inc. (a)	261,400		14,848
Allos Therapeutics, Inc. (a)	122,400		228
AMAG Pharmaceuticals, Inc. (a)	236,392		3,501
Amgen, Inc.	869,759		47,576
Amylin Pharmaceuticals, Inc. (a)	598,370		7,127
Ardea Biosciences, Inc. (a)	753,132		17,623
ARIAD Pharmaceuticals, Inc. (a)	1,842,209		21,904
ArQule, Inc. (a)	1,017,083		5,696
AVEO Pharmaceuticals, Inc. (a)	1,125,309		21,505
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Biotechnology - continued
Biogen Idec, Inc. (a)	284,122		$ 28,944
Dynavax Technologies Corp. (a)	2,621,070		7,339
Gilead Sciences, Inc. (a)	222,825		9,439
Horizon Pharma, Inc.	448,800		4,057
Human Genome Sciences, Inc. (a)	349,700		7,347
Infinity Pharmaceuticals, Inc. (a)	175,819		1,582
InterMune, Inc. (a)	200,311		6,686
Isis Pharmaceuticals, Inc. (a)	347,500		3,002
Micromet, Inc. (a)	1,097,200		6,210
NPS Pharmaceuticals, Inc. (a)	553,635		5,348
PDL BioPharma, Inc.	1,012,800		6,269
SIGA Technologies, Inc. (a)(d)	1,719,274		13,084
Theravance, Inc. (a)	1,273,261		27,222
Thrombogenics NV (a)(d)	392,497		9,475
United Therapeutics Corp. (a)	225,400		12,933
ZIOPHARM Oncology, Inc. (a)	1,285,652		6,994
			302,548
Health Care Equipment & Supplies - 1.7%
Baxter International, Inc.	534,153		31,072
Boston Scientific Corp. (a)	1,864,800		13,352
C. R. Bard, Inc.	218,797		21,591
Conceptus, Inc. (a)(d)	593,201		6,757
Covidien PLC	627,178		31,854
Genmark Diagnostics, Inc. (a)	538,300		2,675
GN Store Nordic AS	842,174		7,634
Orthofix International NV (a)	432,888		18,281
Sirona Dental Systems, Inc. (a)	284,800		14,405
William Demant Holding A/S (a)	115,354		10,123
Zimmer Holdings, Inc. (a)	154,142		9,252
			166,996
Health Care Providers & Services - 3.0%
Accretive Health, Inc. (a)	44,078		1,324
AmerisourceBergen Corp.	240,980		9,232
Brookdale Senior Living, Inc. (a)	1,925,300		41,182
Catalyst Health Solutions, Inc. (a)	323,190		21,179
CIGNA Corp.	789,781		39,307
Community Health Systems, Inc. (a)	342,718		8,856
DaVita, Inc. (a)	222,298		18,571
Diagnosticos da America SA	1,246,000		15,463
Emeritus Corp. (a)	439,233		8,631
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Providers & Services - continued
Express Scripts, Inc. (a)	938,600		$ 50,928
HealthSpring, Inc. (a)	155,429		6,379
McKesson Corp.	334,692		27,150
Medco Health Solutions, Inc. (a)	534,961		33,638
Sun Healthcare Group, Inc. (a)	617,262		4,321
Sunrise Senior Living, Inc. (a)	97,528		860
Universal Health Services, Inc. Class B	204,587		10,156
			297,177
Life Sciences Tools & Services - 0.5%
Agilent Technologies, Inc. (a)	656,768		27,689
Sequenom, Inc. (a)	802,300		5,664
Thermo Fisher Scientific, Inc. (a)	343,917		20,666
			54,019
Pharmaceuticals - 2.6%
Auxilium Pharmaceuticals, Inc. (a)	195,571		3,665
Cadence Pharmaceuticals, Inc. (a)(d)	3,288,995		28,450
Cardiome Pharma Corp. (a)	719,200		3,576
Columbia Laboratories, Inc. (a)	797,400		2,281
GlaxoSmithKline PLC	989,400		22,061
GlaxoSmithKline PLC sponsored ADR	518,729		23,042
Merck & Co., Inc.	2,237,049		76,350
Novo Nordisk A/S Series B	198,837		24,321
Roche Holding AG (participation certificate)	12,239		2,200
Sanofi-Aventis	204,458		15,886
Teva Pharmaceutical Industries Ltd. sponsored ADR	341,419		15,924
Valeant Pharmaceuticals International, Inc. (Canada)	508,900		28,012
Watson Pharmaceuticals, Inc. (a)	179,792		12,069
			257,837
TOTAL HEALTH CARE			1,078,577
INDUSTRIALS - 14.4%
Aerospace & Defense - 3.4%
Bombardier, Inc. Class B (sub. vtg.)	1,287,700		7,790
DigitalGlobe, Inc. (a)	388,961		10,160
Esterline Technologies Corp. (a)	156,121		11,923
GeoEye, Inc. (a)(e)	1,335,110		53,351
Goodrich Corp.	243,654		23,181
Honeywell International, Inc.	587,730		31,208
Meggitt PLC	4,020,941		25,631
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Aerospace & Defense - continued
Precision Castparts Corp.	161,205		$ 26,015
Raytheon Co.	421,426		18,850
Rockwell Collins, Inc.	187,700		10,340
Safran SA	163,500		6,820
Textron, Inc.	1,525,478		35,284
Ultra Electronics Holdings PLC	196,400		5,072
United Technologies Corp.	846,496		70,124
			335,749
Airlines - 0.2%
Copa Holdings SA Class A	257,797		16,914
Building Products - 0.6%
Armstrong World Industries, Inc.	271,340		10,718
Lennox International, Inc.	114,186		4,223
Masco Corp.	1,497,434		15,798
Owens Corning (a)	632,507		22,505
Quanex Building Products Corp.	285,987		4,481
			57,725
Commercial Services & Supplies - 0.8%
Babcock International Group PLC	12,200		135
KAR Auction Services, Inc. (a)	119,585		2,126
Knoll, Inc.	566,988		10,348
Pitney Bowes, Inc. (d)	218,912		4,718
Republic Services, Inc.	710,647		20,630
Schawk, Inc. Class A	205,667		3,247
Steelcase, Inc. Class A	1,357,663		13,482
Swisher Hygiene, Inc. (g)	903,330		4,083
Swisher Hygiene, Inc. (g)	1,177,734		4,791
The Geo Group, Inc. (a)	621,348		12,924
			76,484
Construction & Engineering - 1.5%
AECOM Technology Corp. (a)	12,300		304
Chiyoda Corp.	1,679,000		21,510
Dycom Industries, Inc. (a)	776,533		13,232
Fluor Corp.	494,307		31,403
Foster Wheeler AG (a)	1,411,695		38,257
Great Lakes Dredge & Dock Corp.	622,073		3,701
Jacobs Engineering Group, Inc. (a)	122,616		4,799
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Construction & Engineering - continued
MasTec, Inc. (a)	361,600		$ 7,550
Shaw Group, Inc. (a)	1,181,531		30,578
			151,334
Electrical Equipment - 1.3%
Alstom SA	319,494		16,873
AMETEK, Inc.	267,932		11,387
Cooper Industries PLC Class A	169,112		8,846
Emerson Electric Co.	653,805		32,095
Fushi Copperweld, Inc. (a)	580,088		4,101
GrafTech International Ltd. (a)	597,247		11,503
Powell Industries, Inc. (a)	45,000		1,734
Prysmian SpA	655,100		12,152
Regal-Beloit Corp.	285,674		17,320
Roper Industries, Inc.	77,639		6,338
Zumtobel AG	347,930		8,176
			130,525
Industrial Conglomerates - 1.9%
Carlisle Companies, Inc.	222,875		9,635
Cookson Group PLC	1,046,653		11,065
Danaher Corp.	299,081		14,688
General Electric Co.	7,129,839		127,695
Koninklijke Philips Electronics NV	532,800		13,233
Rheinmetall AG	202,900		17,029
			193,345
Machinery - 1.7%
Actuant Corp. Class A	589,902		14,576
Charter International PLC	1,453,900		19,094
Cummins, Inc.	102,381		10,738
Dover Corp.	168,071		10,163
Fiat Industrial SpA (a)	1,369,500		18,113
Gardner Denver, Inc.	65,422		5,580
Haitian International Holdings Ltd.	2,203,000		2,668
Ingersoll-Rand Co. Ltd.	697,332		26,094
Kone Oyj (B Shares)	8,100		470
Navistar International Corp. (a)	652,167		33,463
Pall Corp.	271,128		13,443
Stanley Black & Decker, Inc.	287,339		18,898
			173,300
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Professional Services - 0.6%
CBIZ, Inc. (a)	715,013		$ 5,334
FTI Consulting, Inc. (a)	290,094		10,528
Kforce, Inc. (a)	767,945		10,582
Robert Half International, Inc.	484,515		13,266
SR Teleperformance SA	412,788		10,667
Towers Watson & Co.	140,554		8,595
			58,972
Road & Rail - 1.8%
Arkansas Best Corp.	265,197		6,381
Con-way, Inc.	409,981		15,014
CSX Corp.	2,431,300		59,737
Norfolk Southern Corp.	254,749		19,284
Saia, Inc. (a)(e)	865,075		13,037
Tegma Gestao Logistica	114,400		1,752
Union Pacific Corp.	513,926		52,667
Universal Truckload Services, Inc. (a)	516,527		8,213
			176,085
Trading Companies & Distributors - 0.6%
Barloworld Ltd.	584,400		5,642
Beacon Roofing Supply, Inc. (a)	517,300		11,060
DXP Enterprises, Inc. (a)	200,300		5,446
Kaman Corp.	318,466		11,344
Mills Estruturas e Servicos de Engenharia SA	290,000		3,926
Mitsui & Co. Ltd.	183,900		3,477
Rush Enterprises, Inc. Class A (a)	514,150		10,278
Watsco, Inc.	114,885		6,799
			57,972
TOTAL INDUSTRIALS			1,428,405
INFORMATION TECHNOLOGY - 16.4%
Communications Equipment - 2.1%
Alcatel-Lucent SA sponsored ADR (a)	2,693,176		10,907
Calix Networks, Inc. (a)	1,225,615		22,478
Cisco Systems, Inc.	4,322,457		69,030
Comverse Technology, Inc. (a)	2,547,500		19,106
Juniper Networks, Inc. (a)	1,090,363		25,504
Polycom, Inc. (a)	265,318		7,172
QUALCOMM, Inc.	510,635		27,973
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Communications Equipment - continued
Tekelec (a)	939,950		$ 7,379
ViaSat, Inc. (a)	355,398		15,968
			205,517
Computers & Peripherals - 3.6%
Apple, Inc. (a)	775,376		302,767
Hewlett-Packard Co.	1,520,453		53,459
			356,226
Electronic Equipment & Components - 1.3%
Arrow Electronics, Inc. (a)	519,167		18,041
Avnet, Inc. (a)	936,688		27,445
Corning, Inc.	1,804,266		28,706
Funtalk China Holdings Ltd. (a)(d)	653,009		4,571
HLS Systems International Ltd. (a)	486,535		3,391
Ingram Micro, Inc. Class A (a)	371,850		6,898
Jabil Circuit, Inc.	351,252		6,431
Molex, Inc. (d)	629,880		14,790
TE Connectivity Ltd.	584,756		20,133
			130,406
Internet Software & Services - 1.0%
DealerTrack Holdings, Inc. (a)	224,800		5,213
DeNA Co. Ltd.	57,100		2,853
eAccess Ltd. (d)	20,253		8,973
eBay, Inc. (a)	1,061,226		34,755
Facebook, Inc. Class B (a)(g)	488,526		12,213
Google, Inc. Class A (a)	37,649		22,728
Renren, Inc. ADR (d)	828,400		8,972
			95,707
IT Services - 1.8%
Acxiom Corp. (a)	475,918		6,539
Alliance Data Systems Corp. (a)(d)	216,691		21,309
Atos Origin SA	188,010		10,384
Cognizant Technology Solutions Corp. Class A (a)	368,580		25,753
Fidelity National Information Services, Inc.	642,635		19,292
Fiserv, Inc. (a)	167,581		10,115
Heartland Payment Systems, Inc.	413,000		8,690
MasterCard, Inc. Class A	168,526		51,106
Unisys Corp. (a)	588,393		12,221
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
IT Services - continued
Virtusa Corp. (a)	335,742		$ 6,601
Visa, Inc. Class A	111,100		9,503
			181,513
Office Electronics - 0.3%
Xerox Corp.	3,401,481		31,736
Semiconductors & Semiconductor Equipment - 4.0%
Advanced Micro Devices, Inc. (a)	1,719,566		12,622
Analog Devices, Inc.	562,140		19,338
ASML Holding NV	1,134,406		40,442
Avago Technologies Ltd.	636,989		21,422
Cymer, Inc. (a)	980,731		43,182
Entropic Communications, Inc. (a)(d)	486,484		3,250
Fairchild Semiconductor International, Inc. (a)	444,156		6,667
Freescale Semiconductor Holdings I Ltd.	1,365,627		22,301
Himax Technologies, Inc. sponsored ADR	1,586,515		2,776
International Rectifier Corp. (a)	27,100		696
Intersil Corp. Class A	1,226,995		14,785
Lam Research Corp. (a)	486,387		19,884
LTX-Credence Corp. (a)(e)	3,354,337		24,118
Marvell Technology Group Ltd. (a)	3,561,372		52,780
Maxim Integrated Products, Inc.	805,357		18,491
Microchip Technology, Inc. (d)	56,679		1,913
Micron Technology, Inc. (a)	3,351,022		24,697
NVIDIA Corp. (a)	770,396		10,655
NXP Semiconductors NV	987,742		19,538
ON Semiconductor Corp. (a)	2,961,294		25,734
Spansion, Inc. Class A (a)	342,948		6,235
Standard Microsystems Corp. (a)	73,600		1,741
TriQuint Semiconductor, Inc. (a)	356,512		2,681
			395,948
Software - 2.3%
Aspen Technology, Inc. (a)	631,355		9,786
Autodesk, Inc. (a)	200,539		6,899
BMC Software, Inc. (a)	459,757		19,871
Check Point Software Technologies Ltd. (a)	261,418		15,071
Citrix Systems, Inc. (a)	143,105		10,309
DemandTec, Inc. (a)	831,862		5,956
Informatica Corp. (a)	327,098		16,725
JDA Software Group, Inc. (a)	430,823		12,046
Micro Focus International PLC	2,179,019		10,374
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
Oracle Corp.	3,293,279		$ 100,708
Pegasystems, Inc.	181,537		7,327
Solera Holdings, Inc.	85,733		4,791
Sourcefire, Inc. (a)	289,775		7,123
TIBCO Software, Inc. (a)	151,198		3,937
			230,923
TOTAL INFORMATION TECHNOLOGY			1,627,976
MATERIALS - 6.3%
Chemicals - 2.8%
Air Products & Chemicals, Inc.	118,149		10,483
Ashland, Inc.	187,460		11,480
CF Industries Holdings, Inc.	40,789		6,335
Clariant AG (Reg.) (a)	1,447,820		22,864
CVR Partners LP	385,700		9,045
Dow Chemical Co.	779,917		27,196
Ecolab, Inc.	224,833		11,242
Ferro Corp. (a)	102,273		1,332
Huabao International Holdings Ltd.	8,219,461		6,960
Israel Chemicals Ltd.	347,600		5,893
Kraton Performance Polymers, Inc. (a)	280,523		10,127
Lanxess AG	69,451		5,604
LyondellBasell Industries NV Class A	475,173		18,750
PolyOne Corp.	644,904		9,996
Spartech Corp. (a)(e)	1,622,853		9,331
The Mosaic Co.	523,160		36,998
W.R. Grace & Co. (a)	1,203,625		60,711
Yara International ASA	299,000		17,137
			281,484
Construction Materials - 0.1%
HeidelbergCement AG	258,244		14,267
Containers & Packaging - 0.2%
Rock-Tenn Co. Class A	287,442		17,666
Metals & Mining - 3.2%
Anglo American PLC (United Kingdom)	225,500		10,735
Avion Gold Corp. (a)	3,402,700		7,123
Commercial Metals Co.	1,022,250		14,833
Eldorado Gold Corp.	1,021,878		17,595
First Quantum Minerals Ltd.	66,100		9,164
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Metals & Mining - continued
Freeport-McMoRan Copper & Gold, Inc.	647,185		$ 34,275
Goldcorp, Inc.	805,700		38,531
Grande Cache Coal Corp. (a)	738,500		6,740
Gulf Resources, Inc. (a)	1,894,460		6,631
Iluka Resources Ltd.	85,843		1,675
Ivanhoe Mines Ltd. (a)	1,820,965		47,687
Kenmare Resources PLC (a)	614,300		559
Kinross Gold Corp.	817,445		13,347
Mirabela Nickel Ltd. (a)	2,167,107		4,524
Newcrest Mining Ltd.	892,648		38,787
Pan American Silver Corp.	297,400		8,976
Randgold Resources Ltd. sponsored ADR	365,123		33,157
Reliance Steel & Aluminum Co.	81,850		3,848
Ternium SA sponsored ADR	180,795		5,241
United States Steel Corp. (d)	282,820		11,310
			314,738
TOTAL MATERIALS			628,155
TELECOMMUNICATION SERVICES - 1.2%
Diversified Telecommunication Services - 0.6%
AT&T, Inc.	369,889		10,823
CenturyLink, Inc.	269,446		9,999
China Unicom (Hong Kong) Ltd.	5,138,000		10,263
Iliad SA	121,637		15,625
Koninklijke KPN NV (d)	710,030		10,147
Telefonica SA sponsored ADR	115,160		2,570
			59,427
Wireless Telecommunication Services - 0.6%
American Tower Corp. Class A (a)	146,900		7,717
NII Holdings, Inc. (a)	258,000		10,926
SBA Communications Corp. Class A (a)	320,550		12,235
Sprint Nextel Corp. (a)	2,850,607		12,058
TIM Participacoes SA	2,311,706		11,401
Turkcell Iletisim Hizmet AS	1,697,000		8,719
			63,056
TOTAL TELECOMMUNICATION SERVICES			122,483
Common Stocks - continued
	Shares		Value (000s)
UTILITIES - 2.6%
Electric Utilities - 1.0%
American Electric Power Co., Inc.	472,195		$ 17,405
Centrais Eletricas Brasileiras SA (Electrobras) (PN-B) sponsored ADR (d)	502,200		7,704
Ceske Energeticke Zavody AS	50,000		2,584
Edison International	328,591		12,509
Fortum Corp.	122,386		3,244
NextEra Energy, Inc.	377,156		20,838
NV Energy, Inc.	486,328		7,217
PPL Corp.	707,453		19,738
Tata Power Co. Ltd.	142,060		4,117
			95,356
Gas Utilities - 0.2%
Aygaz AS	81,860		509
China Gas Holdings Ltd.	11,094,000		4,171
ONEOK, Inc.	130,788		9,520
			14,200
Independent Power Producers & Energy Traders - 0.7%
The AES Corp. (a)	5,940,556		73,128
Multi-Utilities - 0.7%
CenterPoint Energy, Inc.	590,285		11,558
CMS Energy Corp.	345,170		6,607
National Grid PLC	1,268,400		12,412
PG&E Corp.	271,157		11,234
Public Service Enterprise Group, Inc.	550,714		18,036
Sempra Energy	223,022		11,305
			71,152
TOTAL UTILITIES			253,836
TOTAL COMMON STOCKS (Cost $8,541,722)		9,802,006
Preferred Stocks - 0.7%

Convertible Preferred Stocks - 0.5%
CONSUMER DISCRETIONARY - 0.2%
Automobiles - 0.2%
General Motors Co. 4.75%	368,500		17,028
Preferred Stocks - continued
	Shares		Value (000s)
Convertible Preferred Stocks - continued
FINANCIALS - 0.2%
Diversified Financial Services - 0.2%
Citigroup, Inc. 7.50%	157,200		$ 17,630
INFORMATION TECHNOLOGY - 0.0%
IT Services - 0.0%
Unisys Corp. 6.25%	93,800		6,356
UTILITIES - 0.1%
Electric Utilities - 0.1%
PPL Corp. 9.50%	187,100		10,494
TOTAL CONVERTIBLE PREFERRED STOCKS			51,508
Nonconvertible Preferred Stocks - 0.2%
CONSUMER DISCRETIONARY - 0.2%
Automobiles - 0.2%
Volkswagen AG	96,900		19,416
TOTAL PREFERRED STOCKS (Cost $61,340)		70,924
Investment Companies - 0.2%

Ares Capital Corp. (Cost $13,382)	1,052,680		16,990

Convertible Bonds - 0.2%
	Principal Amount (000s)
FINANCIALS - 0.1%
Thrifts & Mortgage Finance - 0.1%
MGIC Investment Corp. 9% 4/1/63 (f)	$ 18,163		12,305
INDUSTRIALS - 0.1%
Electrical Equipment - 0.1%
Aspen Aerogels, Inc. 8% 6/1/14 (g)	4,085		4,085
Convertible Bonds - continued
	Principal Amount (000s)		Value (000s)
TELECOMMUNICATION SERVICES - 0.0%
Diversified Telecommunication Services - 0.0%
Clearwire Communications LLC/Clearwire Finance, Inc. 8.25% 12/1/40 (f)	$ 4,080		$ 2,739
TOTAL CONVERTIBLE BONDS (Cost $16,737)		19,129

Money Market Funds - 1.7%
	Shares
Fidelity Cash Central Fund, 0.14% (b)	14,746,846		14,747
Fidelity Securities Lending Cash Central Fund, 0.15% (b)(c)	156,594,819		156,595
TOTAL MONEY MARKET FUNDS (Cost $171,342)		171,342
TOTAL INVESTMENT PORTFOLIO - 101.4% (Cost $8,804,523)		10,080,391
NET OTHER ASSETS (LIABILITIES) - (1.4)%		(137,676)
NET ASSETS - 100%		$ 9,942,715

Legend

(a) Non-income producing

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

(e) Affiliated company

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Aspen Aerogels, Inc. 8% 6/1/14	6/1/11	$ 4,085
Bank of Ireland	7/29/11	$ 6,064
Facebook, Inc. Class B	3/31/11 - 5/19/11	$ 12,217
Mood Media Corp.	2/2/11	$ 4,054
Swisher Hygiene, Inc.	3/22/11 - 4/15/11	$ 13,586

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 108
Fidelity Securities Lending Cash Central Fund	2,562
Total	$ 2,670

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Double Eagle Petroleum Co.	$ -	$ 8,444	$ -	$ -	$ 10,542
GeoEye, Inc.	18,774	27,896	-	-	53,351
Gulf Resources, Inc.	5,042	946	2,579	-	-
Gulf Resources, Inc.	16,406	-	-	-	-
LTX-Credence Corp.	24,000	4,614	1,147	-	24,118
O'Charleys, Inc.	9,141	1,279	-	-	9,150
PICO Holdings, Inc.	38,871	687	1,564	-	32,970
Saia, Inc.	11,583	1,315	-	-	13,037
Spartech Corp.	15,775	2,635	1,873	-	9,331
Voyager Oil & Gas, Inc.	-	12,230	1	-	11,252
Voyager Oil & Gas, Inc. warrants 2/4/16	-	108	-	-	1,539
Winnebago Industries, Inc.	16,261	4,025	-	-	-
Total	$ 155,853	$ 64,179	$ 7,164	$ -	$ 165,290

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 1,088,144	$ 1,082,132	$ 6,012	$ -
Consumer Staples	890,157	861,647	28,510	-
Energy	1,362,630	1,356,090	6,540	-
Financials	1,375,717	1,359,077	10,851	5,789
Health Care	1,078,577	1,016,309	62,268	-
Industrials	1,428,405	1,410,381	18,024	-
Information Technology	1,634,332	1,622,119	-	12,213
Materials	628,155	628,155	-	-
Telecommunication Services	122,483	103,501	18,982	-
Utilities	264,330	251,918	12,412	-
Investment Companies	16,990	16,990	-	-
Corporate Bonds	19,129	-	19,129	-
Money Market Funds	171,342	171,342	-	-
Total Investments in Securities:	$ 10,080,391	$ 9,879,661	$ 182,728	$ 18,002

The following is a reconciliation of Investments in Securities for which Level 3 inputs were used in determining value:

(Amounts in thousands)
Investments in Securities:
Beginning Balance	$ -
Total Realized Gain (Loss)	-
Total Unrealized Gain (Loss)	(279)
Cost of Purchases	18,281
Proceeds of Sales	-
Amortization/Accretion	-
Transfers in to Level 3	-
Transfers out of Level 3	-
Ending Balance	$ 18,002
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at July 31, 2011	$ (279)

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

United States of America	79.2%
Canada	3.6%
United Kingdom	1.9%
France	1.6%
Bermuda	1.4%
Switzerland	1.2%
Netherlands	1.1%
Others (Individually Less Than 1%)	10.0%
	100.0%

Income Tax Information

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	July 31, 2011

Assets
Investment in securities, at value (including securities loaned of $152,805) - See accompanying schedule: Unaffiliated issuers (cost $8,467,548)	$ 9,743,759
Fidelity Central Funds (cost $171,342)	171,342
Other affiliated issuers (cost $165,633)	165,290
Total Investments (cost $8,804,523)		$ 10,080,391
Cash		104
Foreign currency held at value (cost $527)		527
Receivable for investments sold		112,559
Receivable for fund shares sold		6,308
Dividends receivable		8,055
Interest receivable		649
Distributions receivable from Fidelity Central Funds		409
Other receivables		649
Total assets		10,209,651

Liabilities
Payable for investments purchased	$ 84,500
Payable for fund shares redeemed	16,616
Accrued management fee	6,090
Other affiliated payables	1,719
Other payables and accrued expenses	1,416
Collateral on securities loaned, at value	156,595
Total liabilities		266,936

Net Assets		$ 9,942,715
Net Assets consist of:
Paid in capital		$ 8,758,078
Undistributed net investment income		22,949
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(113,290)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		1,274,978
Net Assets		$ 9,942,715

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

Annual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	July 31, 2011

Dividend Growth: Net Asset Value, offering price and redemption price per share ($9,308,780 ÷ 321,451 shares)		$ 28.96

Class K: Net Asset Value, offering price and redemption price per share ($633,935 ÷ 21,877 shares)		$ 28.98

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

Annual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Year ended July 31, 2011

Investment Income
Dividends		$ 122,532
Interest		7,730
Income from Fidelity Central Funds		2,670
Total income		132,932

Expenses
Management fee Basic fee	$ 54,190
Performance adjustment	13,876
Transfer agent fees	19,362
Accounting and security lending fees	1,306
Custodian fees and expenses	514
Independent trustees' compensation	53
Registration fees	148
Audit	88
Legal	43
Miscellaneous	98
Total expenses before reductions	89,678
Expense reductions	(565)	89,113
Net investment income (loss)		43,819
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	809,337
Other affiliated issuers	(5,052)
Foreign currency transactions	(2,084)
Total net realized gain (loss)		802,201
Change in net unrealized appreciation (depreciation) on: Investment securities	997,622
Assets and liabilities in foreign currencies	85
Total change in net unrealized appreciation (depreciation)		997,707
Net gain (loss)		1,799,908
Net increase (decrease) in net assets resulting from operations		$ 1,843,727

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

Annual Report

Statement of Changes in Net Assets

Amounts in thousands	Year ended July 31, 2011	Year ended July 31, 2010
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 43,819	$ 44,690
Net realized gain (loss)	802,201	922,532
Change in net unrealized appreciation (depreciation)	997,707	264,038
Net increase (decrease) in net assets resulting from operations	1,843,727	1,231,260
Distributions to shareholders from net investment income	(51,737)	(39,369)
Distributions to shareholders from net realized gain	(26,364)	(16,428)
Total distributions	(78,101)	(55,797)
Share transactions - net increase (decrease)	91,677	104,895
Total increase (decrease) in net assets	1,857,303	1,280,358

Net Assets
Beginning of period	8,085,412	6,805,054
End of period (including undistributed net investment income of $22,949 and undistributed net investment income of $31,691, respectively)	$ 9,942,715	$ 8,085,412

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

Annual Report

Financial Highlights - Dividend Growth

Years ended July 31,	2011	2010	2009	2008	2007
Selected Per-Share Data
Net asset value, beginning of period	$ 23.84	$ 20.25	$ 25.40	$ 32.73	$ 29.50
Income from Investment Operations
Net investment income (loss)^B	.12	.13^E	.24	.43	.52^F
Net realized and unrealized gain (loss)	5.23	3.63	(4.01)	(5.08)	3.98
Total from investment operations	5.35	3.76	(3.77)	(4.65)	4.50
Distributions from net investment income	(.15)	(.12)	(.37)	(.45)	(.45)
Distributions from net realized gain	(.08)	(.05)	(1.01)	(2.23)	(.82)
Total distributions	(.23)	(.17)	(1.38)^H	(2.68)	(1.27)
Net asset value, end of period	$ 28.96	$ 23.84	$ 20.25	$ 25.40	$ 32.73
Total Return^A	22.57%	18.59%	(15.33)%	(15.45)%	15.62%
Ratios to Average Net Assets^C,G
Expenses before reductions	.93%	.93%	.62%	.64%	.61%
Expenses net of fee waivers, if any	.93%	.93%	.62%	.64%	.61%
Expenses net of all reductions	.93%	.92%	.62%	.63%	.60%
Net investment income (loss)	.44%	.56%^E	1.34%	1.47%	1.62%^F
Supplemental Data
Net assets, end of period (in millions)	$ 9,309	$ 7,730	$ 6,603	$ 9,502	$ 16,265
Portfolio turnover rate^D	67%	85%	177%	52%	36%

^A Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

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

^D Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^H Total distributions of $1.38 per share is comprised of distributions from net investment income of $.374 and distributions from net realized gain of $1.005 per share.

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

Annual Report

Financial Highlights - Class K

Years ended July 31,	2011	2010	2009	2008^H
Selected Per-Share Data
Net asset value, beginning of period	$ 23.86	$ 20.26	$ 25.41	$ 27.72
Income from Investment Operations
Net investment income (loss)^D	.17	.18^G	.26	.10
Net realized and unrealized gain (loss)	5.22	3.63	(4.00)	(2.41)
Total from investment operations	5.39	3.81	(3.74)	(2.31)
Distributions from net investment income	(.20)	(.16)	(.41)	-
Distributions from net realized gain	(.08)	(.05)	(1.01)	-
Total distributions	(.27)^K	(.21)	(1.41)^J	-
Net asset value, end of period	$ 28.98	$ 23.86	$ 20.26	$ 25.41
Total Return^B,C	22.79%	18.86%	(15.16)%	(8.33)%
Ratios to Average Net Assets^E,I
Expenses before reductions	.78%	.72%	.40%	.47%^A
Expenses net of fee waivers, if any	.78%	.72%	.40%	.47%^A
Expenses net of all reductions	.77%	.71%	.39%	.47%^A
Net investment income (loss)	.60%	.76%^G	1.57%	1.66%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 633,935	$ 355,463	$ 201,625	$ 92
Portfolio turnover rate^F	67%	85%	177%	52%