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)

245 Summer St., Boston, Massachusetts 02210
(Address of principal executive offices) (Zip code)

Scott C. Goebel, Secretary

245 Summer St.

Boston, Massachusetts 02210
(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:	January 31, 2013

Item 1. Reports to Stockholders

Fidelity®

Blue Chip Growth

Fund

Semiannual Report

January 31, 2013

(Fidelity Cover Art)

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.

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.

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.

Semiannual 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 (August 1, 2012 to January 31, 2013).

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.

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio	Beginning Account Value August 1, 2012	Ending Account Value January 31, 2013	Expenses Paid During Period* August 1, 2012 to January 31, 2013
Blue Chip Growth	.77%
Actual		$ 1,000.00	$ 1,101.50	$ 4.08
Hypothetical^A		$ 1,000.00	$ 1,021.32	$ 3.92
Class K	.63%
Actual		$ 1,000.00	$ 1,102.30	$ 3.34
Hypothetical^A		$ 1,000.00	$ 1,022.03	$ 3.21
Class F	.58%
Actual		$ 1,000.00	$ 1,102.50	$ 3.07
Hypothetical^A		$ 1,000.00	$ 1,022.28	$ 2.96

^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 184/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of January 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	5.9	10.4
Google, Inc. Class A	5.9	5.4
Amazon.com, Inc.	2.1	2.1
QUALCOMM, Inc.	2.0	2.1
Home Depot, Inc.	1.8	1.0
The Coca-Cola Co.	1.8	2.1
Procter & Gamble Co.	1.7	0.6
Gilead Sciences, Inc.	1.7	0.9
Philip Morris International, Inc.	1.5	1.6
MasterCard, Inc. Class A	1.5	1.3
	25.9
Top Five Market Sectors as of January 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	31.9	36.8
Consumer Discretionary	20.9	21.1
Consumer Staples	15.2	14.1
Industrials	10.9	8.5
Health Care	10.5	9.3

Asset Allocation (% of fund's net assets)
As of January 31, 2013 *			As of July 31, 2012 **
	Stocks 99.9%			Stocks 99.8%
	Short-Term Investments and Net Other Assets (Liabilities) 0.1%			Short-Term Investments and Net Other Assets (Liabilities) 0.2%
* Foreign investments		9.5%	** Foreign investments		9.7%

bcv410

Semiannual Report

Investments January 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.4%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 20.4%
Auto Components - 0.1%
Lear Corp.	180,500		$ 8,845
Automobiles - 1.0%
Ford Motor Co.	2,635,600		34,131
General Motors Co. (a)	403,100		11,323
Tesla Motors, Inc. (a)(d)	3,481,664		130,597
			176,051
Diversified Consumer Services - 0.1%
Bright Horizons Family Solutions, Inc.	33,635		942
Kroton Educacional SA (a)	590,000		14,488
			15,430
Hotels, Restaurants & Leisure - 2.9%
Alsea SAB de CV	1,558,700		3,614
Chipotle Mexican Grill, Inc. (a)	65,200		20,017
Dunkin' Brands Group, Inc.	693,900		25,334
Hyatt Hotels Corp. Class A (a)	395,297		15,840
Jubilant Foodworks Ltd. (a)	288,917		6,511
Las Vegas Sands Corp.	1,875,300		103,610
McDonald's Corp.	337,130		32,125
Panera Bread Co. Class A (a)	492,500		78,706
Starbucks Corp.	3,598,800		201,965
Wyndham Worldwide Corp.	491,627		27,428
			515,150
Household Durables - 1.1%
D.R. Horton, Inc.	318,000		7,524
KB Home	386,200		7,365
SodaStream International Ltd. (a)	286,400		13,773
Toll Brothers, Inc. (a)	422,700		15,830
Whirlpool Corp.	1,249,778		144,199
			188,691
Internet & Catalog Retail - 3.2%
Amazon.com, Inc. (a)	1,404,000		372,762
Netflix, Inc. (a)(d)	294,900		48,729
priceline.com, Inc. (a)	205,100		140,590
TripAdvisor, Inc. (a)	129,800		6,007
			568,088
Leisure Equipment & Products - 0.2%
Brunswick Corp.	788,900		28,527
Media - 2.0%
Comcast Corp. Class A	4,866,000		185,297
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Media - continued
News Corp. Class A	2,196,200		$ 60,923
The Walt Disney Co.	908,900		48,972
Time Warner Cable, Inc.	174,500		15,590
Time Warner, Inc.	930,800		47,024
			357,806
Multiline Retail - 0.8%
J.C. Penney Co., Inc.	3,855,400		78,380
Macy's, Inc.	1,685,100		66,578
			144,958
Specialty Retail - 5.8%
Abercrombie & Fitch Co. Class A	2,144,700		107,235
AutoZone, Inc. (a)	33,300		12,311
CarMax, Inc. (a)	810,200		31,938
Five Below, Inc.	138,422		5,122
Foot Locker, Inc.	248,700		8,543
Home Depot, Inc.	4,811,700		321,999
Limited Brands, Inc.	2,105,800		101,121
Lowe's Companies, Inc.	3,706,500		141,551
Ross Stores, Inc.	1,331,200		79,473
Tile Shop Holdings, Inc. (a)	198,300		3,647
TJX Companies, Inc.	2,882,680		130,239
Urban Outfitters, Inc. (a)	1,966,700		84,155
			1,027,334
Textiles, Apparel & Luxury Goods - 3.2%
Arezzo Industria e Comercio SA	1,646,000		30,997
Fifth & Pacific Companies, Inc. (a)	236,600		3,573
Fossil, Inc. (a)	644,319		68,027
lululemon athletica, Inc. (a)	451,780		31,173
Michael Kors Holdings Ltd. (a)	2,601,937		146,047
NIKE, Inc. Class B	1,771,400		95,744
Prada SpA	2,174,900		19,546
PVH Corp.	813,900		96,748
Skechers U.S.A., Inc. Class A (sub. vtg.) (a)	1,257,700		23,896
Under Armour, Inc. Class A (sub. vtg.) (a)	866,600		44,084
			559,835
TOTAL CONSUMER DISCRETIONARY			3,590,715
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - 15.2%
Beverages - 3.4%
Anheuser-Busch InBev SA NV ADR	788,100		$ 69,826
Beam, Inc.	285,100		17,488
Constellation Brands, Inc. Class A (sub. vtg.) (a)	716,400		23,183
Heineken NV (Bearer)	122,600		8,621
Monster Beverage Corp. (a)	706,100		33,822
PepsiCo, Inc.	1,766,300		128,675
SABMiller PLC	181,900		9,088
The Coca-Cola Co.	8,343,600		310,716
			601,419
Food & Staples Retailing - 3.3%
Costco Wholesale Corp.	1,411,700		144,473
CVS Caremark Corp.	3,018,600		154,552
Wal-Mart Stores, Inc.	1,289,600		90,208
Walgreen Co.	2,466,900		98,577
Whole Foods Market, Inc.	943,800		90,841
			578,651
Food Products - 3.5%
Associated British Foods PLC	592,900		16,447
Bunge Ltd.	412,100		32,828
ConAgra Foods, Inc.	1,012,900		33,112
Danone SA	658,200		45,615
Green Mountain Coffee Roasters, Inc. (a)(d)	5,106,564		232,502
Hain Celestial Group, Inc. (a)	160,300		9,135
Ingredion, Inc.	139,000		9,184
Kellogg Co.	926,400		54,194
Mead Johnson Nutrition Co. Class A	669,300		50,867
Mondelez International, Inc.	574,700		15,971
The Hershey Co.	993,500		78,934
The J.M. Smucker Co.	253,900		22,503
Unilever NV (NY Reg.)	531,700		21,523
			622,815
Household Products - 2.0%
Colgate-Palmolive Co.	316,200		33,950
Procter & Gamble Co.	3,920,100		294,635
Reckitt Benckiser Group PLC	387,351		25,815
			354,400
Personal Products - 0.4%
Herbalife Ltd.	1,918,991		69,698
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Tobacco - 2.6%
Altria Group, Inc.	2,069,500		$ 69,701
British American Tobacco PLC (United Kingdom)	146,800		7,629
Lorillard, Inc.	2,868,900		112,088
Philip Morris International, Inc.	2,939,800		259,173
			448,591
TOTAL CONSUMER STAPLES			2,675,574
ENERGY - 4.1%
Energy Equipment & Services - 1.3%
Cameron International Corp. (a)	402,500		25,482
Ensco PLC Class A	591,100		37,576
Halliburton Co.	1,490,800		60,646
Schlumberger Ltd.	1,443,500		112,665
			236,369
Oil, Gas & Consumable Fuels - 2.8%
Alpha Natural Resources, Inc. (a)	396,500		3,513
Anadarko Petroleum Corp.	1,352,600		108,235
Canadian Natural Resources Ltd.	576,000		17,394
Cobalt International Energy, Inc. (a)	654,900		15,855
Concho Resources, Inc. (a)	296,400		27,038
Continental Resources, Inc. (a)	304,500		25,310
EOG Resources, Inc.	486,700		60,828
Hess Corp.	638,100		42,855
Marathon Petroleum Corp.	302,200		22,426
Murphy Oil Corp.	356,200		21,201
Occidental Petroleum Corp.	235,800		20,814
Peabody Energy Corp.	873,300		21,963
Phillips 66	155,800		9,437
Pioneer Natural Resources Co.	578,400		67,985
Rosetta Resources, Inc. (a)	69,700		3,695
Western Gas Equity Partners LP	594,900		20,084
			488,633
TOTAL ENERGY			725,002
FINANCIALS - 3.8%
Capital Markets - 1.1%
Ameriprise Financial, Inc.	79,100		5,246
Apollo Global Management LLC Class A	591,100		13,164
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Capital Markets - continued
BlackRock, Inc. Class A	83,200		$ 19,658
E*TRADE Financial Corp. (a)	533,500		5,660
KKR & Co. LP	1,117,800		18,868
Morgan Stanley	3,838,012		87,699
Och-Ziff Capital Management Group LLC Class A	373,000		3,693
The Blackstone Group LP	843,700		15,608
UBS AG (NY Shares)	887,300		15,412
Walter Investment Management Corp. (a)	259,100		11,610
			196,618
Commercial Banks - 0.1%
Axis Bank Ltd.	470,931		13,305
ICICI Bank Ltd.	588,272		13,116
			26,421
Diversified Financial Services - 1.9%
Bank of America Corp.	2,932,300		33,194
Citigroup, Inc.	4,422,720		186,462
CME Group, Inc.	165,100		9,549
JPMorgan Chase & Co.	2,182,900		102,705
			331,910
Insurance - 0.3%
American Financial Group, Inc.	77,000		3,277
American International Group, Inc. (a)	255,000		9,647
Berkshire Hathaway, Inc. Class B (a)	248,300		24,068
Hartford Financial Services Group, Inc.	587,800		14,577
			51,569
Real Estate Investment Trusts - 0.1%
Weyerhaeuser Co.	400,200		12,054
Real Estate Management & Development - 0.2%
Parsvnath Developers Ltd. (a)(e)	21,771,340		16,755
Realogy Holdings Corp.	450,000		20,147
			36,902
Thrifts & Mortgage Finance - 0.1%
Housing Development Finance Corp. Ltd. (a)	204,856		3,024
Nationstar Mortgage Holdings, Inc. (d)	285,200		10,293
Ocwen Financial Corp. (a)	99,600		3,881
			17,198
TOTAL FINANCIALS			672,672
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - 10.5%
Biotechnology - 6.2%
Alexion Pharmaceuticals, Inc. (a)	665,000		$ 62,503
Alkermes PLC (a)	917,100		21,139
Alnylam Pharmaceuticals, Inc. (a)	547,163		13,203
Amgen, Inc.	2,286,700		195,421
ARIAD Pharmaceuticals, Inc. (a)	1,869,700		37,170
Biogen Idec, Inc. (a)	1,058,200		165,164
BioMarin Pharmaceutical, Inc. (a)	288,700		15,847
Celgene Corp. (a)	428,200		42,375
Clovis Oncology, Inc. (a)	195,300		3,855
CSL Ltd.	66,241		3,795
Exelixis, Inc. (a)	3,668,800		17,097
Gilead Sciences, Inc. (a)	7,354,200		290,123
Grifols SA (a)	330,400		11,238
Grifols SA:
ADR	292,845		7,793
Class B (a)	16,520		438
Infinity Pharmaceuticals, Inc. (a)	431,000		14,848
InterMune, Inc. (a)(d)	2,356,200		23,209
Ironwood Pharmaceuticals, Inc. Class A (a)	473,000		6,064
Medivation, Inc. (a)	299,000		16,254
Merrimack Pharmaceuticals, Inc.	2,407,858		14,616
Onyx Pharmaceuticals, Inc. (a)	378,300		29,326
Regeneron Pharmaceuticals, Inc. (a)	349,800		60,844
Seattle Genetics, Inc. (a)	179,200		5,277
Spectrum Pharmaceuticals, Inc. (d)	1,675,200		21,124
Synageva BioPharma Corp. (a)	180,700		8,359
ZIOPHARM Oncology, Inc. (a)	1,626,700		6,458
			1,093,540
Health Care Equipment & Supplies - 1.1%
Abbott Laboratories	390,100		13,217
Alere, Inc. (a)	577,400		12,276
Baxter International, Inc.	403,900		27,401
Boston Scientific Corp. (a)	2,569,100		19,191
Edwards Lifesciences Corp. (a)	157,700		14,182
Insulet Corp. (a)	310,600		7,166
Intuitive Surgical, Inc. (a)	16,900		9,707
The Cooper Companies, Inc.	865,272		87,695
			190,835
Health Care Providers & Services - 0.2%
Air Methods Corp.	100,000		4,372
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Providers & Services - continued
Apollo Hospitals Enterprise Ltd.	936,371		$ 14,210
Catamaran Corp. (a)	226,100		11,732
Qualicorp SA (a)	1,151,000		11,907
			42,221
Health Care Technology - 0.2%
athenahealth, Inc. (a)(d)	154,575		13,366
Cerner Corp. (a)	168,400		13,901
			27,267
Life Sciences Tools & Services - 0.1%
Agilent Technologies, Inc.	282,400		12,646
Pharmaceuticals - 2.7%
AbbVie, Inc.	390,100		14,313
Actavis, Inc. (a)	168,500		14,557
Allergan, Inc.	363,800		38,203
AVANIR Pharmaceuticals Class A (a)	2,885,556		8,426
Hospira, Inc. (a)	304,100		10,376
Johnson & Johnson	1,963,040		145,108
Merck & Co., Inc.	784,000		33,908
Novo Nordisk A/S Series B sponsored ADR	38,700		7,134
Pfizer, Inc.	3,393,700		92,580
Questcor Pharmaceuticals, Inc. (d)	611,352		15,577
Sanofi SA sponsored ADR	160,900		7,833
Valeant Pharmaceuticals International, Inc. (Canada) (a)	1,378,900		91,438
Zoetis, Inc. Class A	150,800		3,921
			483,374
TOTAL HEALTH CARE			1,849,883
INDUSTRIALS - 10.9%
Aerospace & Defense - 2.4%
Honeywell International, Inc.	814,900		55,609
Precision Castparts Corp.	624,800		114,588
The Boeing Co.	276,000		20,388
United Technologies Corp.	2,712,700		237,551
			428,136
Air Freight & Logistics - 0.8%
C.H. Robinson Worldwide, Inc.	131,500		8,699
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Air Freight & Logistics - continued
FedEx Corp.	472,400		$ 47,925
United Parcel Service, Inc. Class B	1,131,300		89,701
			146,325
Airlines - 0.2%
US Airways Group, Inc. (a)	2,887,100		41,228
Building Products - 0.7%
Armstrong World Industries, Inc.	1,119,400		61,556
Masco Corp.	3,298,300		60,656
			122,212
Commercial Services & Supplies - 0.0%
Swisher Hygiene, Inc. (a)	2,095,491		2,829
Construction & Engineering - 0.2%
Quanta Services, Inc. (a)	823,800		23,865
Electrical Equipment - 0.5%
Eaton Corp. PLC	1,295,800		73,796
Hubbell, Inc. Class B	40,000		3,642
SolarCity Corp. (d)	700,000		10,234
			87,672
Industrial Conglomerates - 1.2%
Carlisle Companies, Inc.	113,700		7,294
Danaher Corp.	2,729,200		163,561
General Electric Co.	1,893,200		42,180
			213,035
Machinery - 3.0%
Briggs & Stratton Corp.	1,173,100		27,838
Caterpillar, Inc.	1,064,000		104,687
Cummins, Inc.	1,450,700		166,584
Harsco Corp.	151,500		3,862
Illinois Tool Works, Inc.	1,341,216		84,269
Ingersoll-Rand PLC	1,271,400		65,337
Manitowoc Co., Inc.	1,227,900		21,611
PACCAR, Inc.	487,700		22,951
SPX Corp.	302,300		22,561
			519,700
Professional Services - 0.5%
Equifax, Inc.	626,800		36,793
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Professional Services - continued
Manpower, Inc.	745,377		$ 38,387
Verisk Analytics, Inc. (a)	61,900		3,414
			78,594
Road & Rail - 1.2%
Canadian Pacific	569,200		65,714
Con-way, Inc.	384,300		12,059
J.B. Hunt Transport Services, Inc.	56,400		3,794
Ryder System, Inc.	228,000		12,946
Union Pacific Corp.	853,000		112,135
			206,648
Trading Companies & Distributors - 0.2%
Mills Estruturas e Servicos de Engenharia SA	827,400		13,919
United Rentals, Inc. (a)	71,200		3,604
WESCO International, Inc. (a)	305,300		22,266
			39,789
TOTAL INDUSTRIALS			1,910,033
INFORMATION TECHNOLOGY - 31.9%
Communications Equipment - 2.8%
Alcatel-Lucent SA (a)(d)	12,103,095		20,225
Alcatel-Lucent SA sponsored ADR (a)(d)	6,075,605		10,086
Cisco Systems, Inc.	1,316,200		27,074
Finisar Corp. (a)	489,300		7,584
Juniper Networks, Inc. (a)	2,865,600		64,132
Motorola Solutions, Inc.	94,500		5,518
QUALCOMM, Inc.	5,409,100		357,163
			491,782
Computers & Peripherals - 7.0%
3D Systems Corp. (a)(d)	148,500		8,591
Apple, Inc.	2,281,600		1,038,832
Dell, Inc.	2,047,200		27,105
EMC Corp. (a)	2,624,100		64,579
Fusion-io, Inc. (a)	850,106		14,860
Hewlett-Packard Co.	1,165,300		19,239
NetApp, Inc. (a)	194,500		7,002
SanDisk Corp. (a)	794,600		39,722
Stratasys Ltd. (a)	93,000		7,299
			1,227,229
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Internet Software & Services - 8.7%
Cornerstone OnDemand, Inc. (a)	149,200		$ 4,876
Dropbox, Inc. (f)	1,003,814		9,084
eBay, Inc. (a)	3,425,200		191,571
Facebook, Inc. Class A	4,101,667		127,029
Google, Inc. Class A (a)	1,366,567		1,032,701
LinkedIn Corp. (a)	330,500		40,913
Qihoo 360 Technology Co. Ltd. ADR (a)	258,000		7,887
SINA Corp. (a)	199,492		10,958
Tencent Holdings Ltd.	1,171,500		40,997
Yahoo!, Inc. (a)	2,406,000		47,230
Yelp, Inc. (d)	525,200		11,155
			1,524,401
IT Services - 3.6%
Cognizant Technology Solutions Corp. Class A (a)	1,759,900		137,589
IBM Corp.	39,900		8,102
MasterCard, Inc. Class A	497,800		258,060
Visa, Inc. Class A	1,475,300		232,965
			636,716
Semiconductors & Semiconductor Equipment - 4.7%
Altera Corp.	3,552,800		118,735
Atmel Corp. (a)	2,588,400		17,342
Avago Technologies Ltd.	1,903,500		68,088
Broadcom Corp. Class A	6,125,300		198,766
Cavium, Inc. (a)	325,700		10,891
Cree, Inc. (a)	581,000		25,070
Freescale Semiconductor Holdings I Ltd. (a)(d)	4,338,910		62,697
Intersil Corp. Class A	3,319,364		28,712
Mellanox Technologies Ltd. (a)	369,900		19,686
Micron Technology, Inc. (a)	2,089,200		15,794
Monolithic Power Systems, Inc.	1,036,860		24,159
NXP Semiconductors NV (a)	5,584,335		167,474
PMC-Sierra, Inc. (a)	2,524,300		14,590
Samsung Electronics Co. Ltd.	28,313		37,681
STMicroelectronics NV	1,024,500		8,857
STMicroelectronics NV (NY Shares) unit (d)	1,817,000		15,681
			834,223
Software - 5.1%
Activision Blizzard, Inc.	4,771,500		54,347
Allot Communications Ltd. (a)	200,000		2,758
Check Point Software Technologies Ltd. (a)	243,400		12,170
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
Citrix Systems, Inc. (a)	746,800		$ 54,636
Electronic Arts, Inc. (a)	4,830,200		75,979
Guidewire Software, Inc.	248,300		8,224
Microsoft Corp.	5,246,689		144,127
Oracle Corp.	3,052,000		108,377
QLIK Technologies, Inc. (a)	767,063		17,036
Qualys, Inc.	585,400		7,669
Red Hat, Inc. (a)	1,115,700		61,988
salesforce.com, Inc. (a)	1,340,065		230,665
ServiceNow, Inc. (d)	522,500		14,484
Splunk, Inc.	196,000		6,460
Take-Two Interactive Software, Inc. (a)	1,728,900		21,041
Ubisoft Entertainment SA (a)	881,104		8,506
VMware, Inc. Class A (a)	681,500		52,121
Workday, Inc.	222,900		11,907
Zynga, Inc. (a)	1,073,100		2,908
			895,403
TOTAL INFORMATION TECHNOLOGY			5,609,754
MATERIALS - 2.5%
Chemicals - 2.2%
Airgas, Inc.	37,000		3,524
Albemarle Corp.	215,600		13,218
Ashland, Inc.	505,900		39,718
Axiall Corp. (d)	421,300		23,669
Eastman Chemical Co.	616,500		43,864
LyondellBasell Industries NV Class A	757,900		48,066
Mexichem SAB de CV	3,322,800		18,795
Monsanto Co.	1,754,600		177,829
The Dow Chemical Co.	403,800		13,002
Westlake Chemical Corp.	139,000		12,769
			394,454
Construction Materials - 0.2%
Eagle Materials, Inc.	103,200		6,684
Vulcan Materials Co.	393,700		22,268
			28,952
Metals & Mining - 0.1%
Vale SA sponsored ADR	842,500		16,993
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Paper & Forest Products - 0.0%
International Paper Co.	186,000		$ 7,704
TOTAL MATERIALS			448,103
UTILITIES - 0.1%
Multi-Utilities - 0.1%
Sempra Energy	122,700		9,209
TOTAL COMMON STOCKS (Cost $12,819,917)		17,490,945
Nonconvertible Preferred Stocks - 0.5%

CONSUMER DISCRETIONARY - 0.5%
Automobiles - 0.5%
Volkswagen AG	399,200		98,731
TOTAL NONCONVERTIBLE PREFERRED STOCKS (Cost $45,989)		98,731
Money Market Funds - 2.4%

Fidelity Cash Central Fund, 0.16% (b)	56,139,834		56,140
Fidelity Securities Lending Cash Central Fund, 0.15% (b)(c)	362,846,828		362,847
TOTAL MONEY MARKET FUNDS (Cost $418,987)		418,987
TOTAL INVESTMENT PORTFOLIO - 102.3% (Cost $13,284,893)			18,008,663
NET OTHER ASSETS (LIABILITIES) - (2.3)%			(406,939)
NET ASSETS - 100%		$ 17,601,724

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 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) 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 $9,084,000 or 0.1% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Dropbox, Inc.	5/2/12	$ 9,084

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	$ 31
Fidelity Securities Lending Cash Central Fund	4,596
Total	$ 4,627

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:

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Parsvnath Developers Ltd.	$ 15,302	$ -	$ -	$ -	$ 16,755
Total	$ 15,302	$ -	$ -	$ -	$ 16,755

Other Information

The following is a summary of the inputs used, as of January 31, 2013, 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 Investment 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	$ 3,689,446	$ 3,689,446	$ -	$ -
Consumer Staples	2,675,574	2,667,945	7,629	-
Energy	725,002	725,002	-	-
Financials	672,672	659,556	13,116	-
Health Care	1,849,883	1,849,883	-	-
Industrials	1,910,033	1,907,204	2,829	-
Information Technology	5,609,754	5,571,588	29,082	9,084
Materials	448,103	448,103	-	-
Utilities	9,209	9,209	-	-
Money Market Funds	418,987	418,987	-	-
Total Investments in Securities:	$ 18,008,663	$ 17,946,923	$ 52,656	$ 9,084

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	January 31, 2013 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $357,634) - See accompanying schedule: Unaffiliated issuers (cost $12,835,055)	$ 17,572,921
Fidelity Central Funds (cost $418,987)	418,987
Other affiliated issuers (cost $30,851)	16,755
Total Investments (cost $13,284,893)		$ 18,008,663
Receivable for investments sold		138,541
Receivable for fund shares sold		14,457
Dividends receivable		7,023
Distributions receivable from Fidelity Central Funds		926
Prepaid expenses		36
Other receivables		1,696
Total assets		18,171,342

Liabilities
Payable to custodian bank	$ 10,901
Payable for investments purchased	161,492
Payable for fund shares redeemed	23,462
Accrued management fee	8,180
Other affiliated payables	2,104
Other payables and accrued expenses	632
Collateral on securities loaned, at value	362,847
Total liabilities		569,618

Net Assets		$ 17,601,724
Net Assets consist of:
Paid in capital		$ 12,695,247
Undistributed net investment income		3,237
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		179,372
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		4,723,868
Net Assets		$ 17,601,724

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	January 31, 2013 (Unaudited)

Blue Chip Growth: Net Asset Value, offering price and redemption price per share ($11,681,808 ÷ 228,007 shares)		$ 51.23

Class K: Net Asset Value, offering price and redemption price per share ($2,860,076 ÷ 55,776 shares)		$ 51.28

Class F: Net Asset Value, offering price and redemption price per share ($3,059,840 ÷ 59,620 shares)		$ 51.32

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

Semiannual Report

Statement of Operations

Amounts in thousands Six months ended January 31, 2013 (Unaudited)

Investment Income
Dividends		$ 128,876
Income from Fidelity Central Funds		4,627
Total income		133,503

Expenses
Management fee Basic fee	$ 44,197
Performance adjustment	256
Transfer agent fees	11,482
Accounting and security lending fees	785
Custodian fees and expenses	177
Independent trustees' compensation	52
Registration fees	71
Audit	58
Legal	43
Interest	4
Miscellaneous	60
Total expenses before reductions	57,185
Expense reductions	(1,876)	55,309
Net investment income (loss)		78,194
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	493,970
Foreign currency transactions	(404)
Total net realized gain (loss)		493,566
Change in net unrealized appreciation (depreciation) on: Investment securities	999,259
Assets and liabilities in foreign currencies	126
Total change in net unrealized appreciation (depreciation)		999,385
Net gain (loss)		1,492,951
Net increase (decrease) in net assets resulting from operations		$ 1,571,145

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Six months ended January 31, 2013 (Unaudited)	Year ended July 31, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 78,194	$ 35,383
Net realized gain (loss)	493,566	(37,431)
Change in net unrealized appreciation (depreciation)	999,385	271,789
Net increase (decrease) in net assets resulting from operations	1,571,145	269,741
Distributions to shareholders from net investment income	(85,342)	(15,666)
Distributions to shareholders from net realized gain	(230,904)	(480,841)
Total distributions	(316,246)	(496,507)
Share transactions - net increase (decrease)	1,527,111	656,032
Total increase (decrease) in net assets	2,782,010	429,266

Net Assets
Beginning of period	14,819,714	14,390,448
End of period (including undistributed net investment income of $3,237 and undistributed net investment income of $10,385, respectively)	$ 17,601,724	$ 14,819,714

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

Semiannual Report

Financial Highlights - Blue Chip Growth

	Six months ended January 31, 2013	Years ended July 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 47.38	$ 48.17	$ 37.63	$ 31.97	$ 39.06	$ 46.88
Income from Investment Operations
Net investment income (loss) ^D	.23	.10	(.03)	.04	.27	.35
Net realized and unrealized gain (loss)	4.53	.75	10.61	5.80	(6.36)	(2.89)
Total from investment operations	4.76	.85	10.58	5.84	(6.09)	(2.54)
Distributions from net investment income	(.23)	(.04)	(.00) ^{H, I}	(.18)	(.29)	(.33)
Distributions from net realized gain	(.68)	(1.60)	(.04) ^I	-	(.71)	(4.95)
Total distributions	(.91)	(1.64)	(.04)	(.18)	(1.00)	(5.28)
Net asset value, end of period	$ 51.23	$ 47.38	$ 48.17	$ 37.63	$ 31.97	$ 39.06
Total Return ^{B, C}	10.15%	2.27%	28.12%	18.29%	(15.85)%	(6.30)%
Ratios to Average Net Assets ^{E, G}
Expenses before reductions	.77% ^A	.90%	.94%	.94%	.76%	.58%
Expenses net of fee waivers, if any	.77% ^A	.90%	.94%	.94%	.76%	.58%
Expenses net of all reductions	.75% ^A	.89%	.92%	.93%	.76%	.57%
Net investment income (loss)	.93% ^A	.21%	(.06)%	.10%	.93%	.81%
Supplemental Data
Net assets, end of period (in millions)	$ 11,682	$ 10,595	$ 12,024	$ 10,295	$ 9,691	$ 13,349
Portfolio turnover rate ^F	79% ^A	95%	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 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 Amount represents less than $.01 per share. ^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.

Semiannual Report

Financial Highlights - Class K

	Six months ended January 31, 2013	Years ended July 31,
	(Unaudited)	2012	2011	2010	2009	2008 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 47.46	$ 48.21	$ 37.66	$ 32.01	$ 39.07	$ 41.81
Income from Investment Operations
Net investment income (loss) ^D	.27	.17	.05	.11	.32	.10
Net realized and unrealized gain (loss)	4.53	.75	10.62	5.79	(6.33)	(2.84)
Total from investment operations	4.80	.92	10.67	5.90	(6.01)	(2.74)
Distributions from net investment income	(.30)	(.08)	(.05) ^J	(.25)	(.34)	-
Distributions from net realized gain	(.68)	(1.60)	(.07) ^J	-	(.71)	-
Total distributions	(.98)	(1.67) ^I	(.12)	(.25)	(1.05)	-
Net asset value, end of period	$ 51.28	$ 47.46	$ 48.21	$ 37.66	$ 32.01	$ 39.07
Total Return ^{B, C}	10.23%	2.43%	28.37%	18.48%	(15.61)%	(6.55)%
Ratios to Average Net Assets ^{E, H}
Expenses before reductions	.63% ^A	.74%	.77%	.75%	.53%	.41% ^A
Expenses net of fee waivers, if any	.63% ^A	.74%	.77%	.75%	.53%	.41% ^A
Expenses net of all reductions	.60% ^A	.73%	.76%	.74%	.52%	.41% ^A
Net investment income (loss)	1.08% ^A	.37%	.11%	.30%	1.16%	1.09% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,860,076	$ 2,467,455	$ 1,454,854	$ 931,601	$ 590,673	$ 93
Portfolio turnover rate ^F	79% ^A	95%	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 Total distributions of $1.67 per share is comprised of distributions from net investment income of $.076 and distributions from net realized gain of $1.598 per share. ^J The amount shown reflects certain reclassifications related to book to tax differences.

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

Semiannual Report

Financial Highlights - Class F

	Six months ended January 31, 2013	Years ended July 31,
	(Unaudited)	2012	2011	2010	2009 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 47.51	$ 48.24	$ 37.69	$ 31.98	$ 29.16
Income from Investment Operations
Net investment income (loss) ^D	.28	.19	.07	.13	- ^I
Net realized and unrealized gain (loss)	4.54	.76	10.61	5.80	2.82
Total from investment operations	4.82	.95	10.68	5.93	2.82
Distributions from net investment income	(.33)	(.08)	(.06) ^K	(.22)	-
Distributions from net realized gain	(.68)	(1.60)	(.08) ^K	-	-
Total distributions	(1.01)	(1.68)	(.13) ^J	(.22)	-
Net asset value, end of period	$ 51.32	$ 47.51	$ 48.24	$ 37.69	$ 31.98
Total Return ^{B, C}	10.25%	2.49%	28.41%	18.59%	9.67%
Ratios to Average Net Assets ^{E, H}
Expenses before reductions	.58% ^A	.69%	.72%	.70%	.51% ^A
Expenses net of fee waivers, if any	.58% ^A	.69%	.72%	.70%	.51% ^A
Expenses net of all reductions	.55% ^A	.68%	.71%	.68%	.51% ^A
Net investment income (loss)	1.13% ^A	.42%	.16%	.35%	(.05)% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 3,059,840	$ 1,756,916	$ 911,556	$ 321,409	$ 261
Portfolio turnover rate ^F	79% ^A	95%	132%	135%	134%

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

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2013 (Unaudited)

(Amounts in thousands except percentages)

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) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC website 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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

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

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by investment type and may include market or investment specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

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)

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 a third party pricing vendor 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. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

limited, assumptions about market activity and risk are used and these securities are generally 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 (NAV) each business day and are categorized as Level 1 in the hierarchy.

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 January 31, 2013, is included at the end of the Fund's Schedule of Investments.

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 rates 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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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.

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 under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. 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.

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.

Semiannual 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	$ 4,869,022
Gross unrealized depreciation	(211,495)
Net unrealized appreciation (depreciation) on securities and other investments	$ 4,657,527

Tax cost	$ 13,351,136

Capital loss carryforwards are only available to offset future capital gains of the Fund to the extent provided by regulations and may be limited. Under the Regulated Investment Company Modernization Act of 2010 (the Act), the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period and such capital losses are required to be used prior to any losses that expire. At July 31, 2012, capital loss carryforwards were as follows:

Fiscal year of expiration
No expiration
Short-term	$ (7,155)

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.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $7,546,033 and $6,248,230, respectively.

5. Fees and Other Transactions with Affiliates.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

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 annualized management fee rate, including the performance adjustment, was .56% 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. For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets*
Blue Chip Growth	$ 10,821	.20
Class K	661	.05
	$ 11,482

* Annualized

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 each 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 $140 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. At period end, there were no interfund loans outstanding.

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Interfund Lending Program - continued

The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 9,561	.42%	$ 4

Exchanges In-Kind. During the period, certain investment companies managed by FMR or its affiliates (Investing Funds) completed exchanges in-kind with the Fund. The Investing Funds delivered cash and securities valued at $1,605,000 in exchange for 32,348 shares of the Fund. The amount of in-kind exchanges is included in share transactions in the accompanying Statement of Changes in Net Assets as well as Note 10: Share Transactions. The Fund recognized no gain or loss for federal income tax purposes.

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 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 $19 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. For equity securities, a lending agent is used and 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 $17,402. Security lending

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

7. Security Lending - continued

income represents the income earned on investing cash collateral, less rebates paid to borrowers and any 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 $4,596, including $370 from securities loaned to FCM.

8. Expense Reductions.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended January 31, 2013	Year ended July 31, 2012
From net investment income
Blue Chip Growth	$ 51,844	$ 10,644
Class K	16,348	2,860
Class F	17,150	2,162
Total	$ 85,342	$ 15,666
From net realized gain
Blue Chip Growth	$ 155,106	$ 397,250
Class K	36,829	51,295
Class F	38,969	32,296
Total	$ 230,904	$ 480,841

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended January 31, 2013	Year ended July 31, 2012	Six months ended January 31, 2013	Year ended July 31, 2012
Blue Chip Growth
Shares sold	28,001 ^A	42,825	$ 1,389,860 ^A	$ 1,970,082
Reinvestment of distributions	4,171	9,668	202,506	399,689
Shares redeemed	(27,772)	(78,498)	(1,376,422)	(3,530,347)
Net increase (decrease)	4,400	(26,005)	$ 215,944	$ (1,160,576)

Semiannual Report

10. Share Transactions - continued

	Shares		Dollars
	Six months ended January 31, 2013	Year ended July 31, 2012	Six months ended January 31, 2013	Year ended July 31, 2012
Class K
Shares sold	8,955	29,866	$ 444,553	$ 1,366,770
Reinvestment of distributions	1,092	1,309	53,177	54,155
Shares redeemed	(6,262)	(9,363)	(310,869)	(426,597)
Net increase (decrease)	3,785	21,812	$ 186,861	$ 994,328
Class F
Shares sold	22,805 ^A	19,170	$ 1,133,822 ^A	$ 873,960
Reinvestment of distributions	1,153	832	56,119	34,458
Shares redeemed	(1,318)	(1,918)	(65,635)	(86,138)
Net increase (decrease)	22,640	18,084	$ 1,124,306	$ 822,280

^AAmount includes in-kind exchanges (see Note 5: Exchanges In-Kind)

11. 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.

At the end of the period, the Fidelity Freedom Funds and the Fidelity Freedom K Funds were the owners of record in the aggregate of approximately 33% of the total outstanding shares of the Fund.

Semiannual 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

Smithfield, RI

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

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

Fidelity Automated Service
Telephone (FAST®) bcv412
1-800-544-5555

Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St St., Boston, MA 02210
www.fidelity.com

BCF-USAN-0313
1.789282.110

Fidelity®

Blue Chip Growth

Fund -
Class K

Semiannual Report

January 31, 2013

(Fidelity Cover Art)

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.

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.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual 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 (August 1, 2012 to January 31, 2013).

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio	Beginning Account Value August 1, 2012	Ending Account Value January 31, 2013	Expenses Paid During Period* August 1, 2012 to January 31, 2013
Blue Chip Growth	.77%
Actual		$ 1,000.00	$ 1,101.50	$ 4.08
Hypothetical^A		$ 1,000.00	$ 1,021.32	$ 3.92
Class K	.63%
Actual		$ 1,000.00	$ 1,102.30	$ 3.34
Hypothetical^A		$ 1,000.00	$ 1,022.03	$ 3.21
Class F	.58%
Actual		$ 1,000.00	$ 1,102.50	$ 3.07
Hypothetical^A		$ 1,000.00	$ 1,022.28	$ 2.96

^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 184/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of January 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	5.9	10.4
Google, Inc. Class A	5.9	5.4
Amazon.com, Inc.	2.1	2.1
QUALCOMM, Inc.	2.0	2.1
Home Depot, Inc.	1.8	1.0
The Coca-Cola Co.	1.8	2.1
Procter & Gamble Co.	1.7	0.6
Gilead Sciences, Inc.	1.7	0.9
Philip Morris International, Inc.	1.5	1.6
MasterCard, Inc. Class A	1.5	1.3
	25.9
Top Five Market Sectors as of January 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	31.9	36.8
Consumer Discretionary	20.9	21.1
Consumer Staples	15.2	14.1
Industrials	10.9	8.5
Health Care	10.5	9.3

Asset Allocation (% of fund's net assets)
As of January 31, 2013 *			As of July 31, 2012 **
	Stocks 99.9%			Stocks 99.8%
	Short-Term Investments and Net Other Assets (Liabilities) 0.1%			Short-Term Investments and Net Other Assets (Liabilities) 0.2%
* Foreign investments		9.5%	** Foreign investments		9.7%

bcv424

Semiannual Report

Investments January 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.4%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 20.4%
Auto Components - 0.1%
Lear Corp.	180,500		$ 8,845
Automobiles - 1.0%
Ford Motor Co.	2,635,600		34,131
General Motors Co. (a)	403,100		11,323
Tesla Motors, Inc. (a)(d)	3,481,664		130,597
			176,051
Diversified Consumer Services - 0.1%
Bright Horizons Family Solutions, Inc.	33,635		942
Kroton Educacional SA (a)	590,000		14,488
			15,430
Hotels, Restaurants & Leisure - 2.9%
Alsea SAB de CV	1,558,700		3,614
Chipotle Mexican Grill, Inc. (a)	65,200		20,017
Dunkin' Brands Group, Inc.	693,900		25,334
Hyatt Hotels Corp. Class A (a)	395,297		15,840
Jubilant Foodworks Ltd. (a)	288,917		6,511
Las Vegas Sands Corp.	1,875,300		103,610
McDonald's Corp.	337,130		32,125
Panera Bread Co. Class A (a)	492,500		78,706
Starbucks Corp.	3,598,800		201,965
Wyndham Worldwide Corp.	491,627		27,428
			515,150
Household Durables - 1.1%
D.R. Horton, Inc.	318,000		7,524
KB Home	386,200		7,365
SodaStream International Ltd. (a)	286,400		13,773
Toll Brothers, Inc. (a)	422,700		15,830
Whirlpool Corp.	1,249,778		144,199
			188,691
Internet & Catalog Retail - 3.2%
Amazon.com, Inc. (a)	1,404,000		372,762
Netflix, Inc. (a)(d)	294,900		48,729
priceline.com, Inc. (a)	205,100		140,590
TripAdvisor, Inc. (a)	129,800		6,007
			568,088
Leisure Equipment & Products - 0.2%
Brunswick Corp.	788,900		28,527
Media - 2.0%
Comcast Corp. Class A	4,866,000		185,297
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Media - continued
News Corp. Class A	2,196,200		$ 60,923
The Walt Disney Co.	908,900		48,972
Time Warner Cable, Inc.	174,500		15,590
Time Warner, Inc.	930,800		47,024
			357,806
Multiline Retail - 0.8%
J.C. Penney Co., Inc.	3,855,400		78,380
Macy's, Inc.	1,685,100		66,578
			144,958
Specialty Retail - 5.8%
Abercrombie & Fitch Co. Class A	2,144,700		107,235
AutoZone, Inc. (a)	33,300		12,311
CarMax, Inc. (a)	810,200		31,938
Five Below, Inc.	138,422		5,122
Foot Locker, Inc.	248,700		8,543
Home Depot, Inc.	4,811,700		321,999
Limited Brands, Inc.	2,105,800		101,121
Lowe's Companies, Inc.	3,706,500		141,551
Ross Stores, Inc.	1,331,200		79,473
Tile Shop Holdings, Inc. (a)	198,300		3,647
TJX Companies, Inc.	2,882,680		130,239
Urban Outfitters, Inc. (a)	1,966,700		84,155
			1,027,334
Textiles, Apparel & Luxury Goods - 3.2%
Arezzo Industria e Comercio SA	1,646,000		30,997
Fifth & Pacific Companies, Inc. (a)	236,600		3,573
Fossil, Inc. (a)	644,319		68,027
lululemon athletica, Inc. (a)	451,780		31,173
Michael Kors Holdings Ltd. (a)	2,601,937		146,047
NIKE, Inc. Class B	1,771,400		95,744
Prada SpA	2,174,900		19,546
PVH Corp.	813,900		96,748
Skechers U.S.A., Inc. Class A (sub. vtg.) (a)	1,257,700		23,896
Under Armour, Inc. Class A (sub. vtg.) (a)	866,600		44,084
			559,835
TOTAL CONSUMER DISCRETIONARY			3,590,715
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - 15.2%
Beverages - 3.4%
Anheuser-Busch InBev SA NV ADR	788,100		$ 69,826
Beam, Inc.	285,100		17,488
Constellation Brands, Inc. Class A (sub. vtg.) (a)	716,400		23,183
Heineken NV (Bearer)	122,600		8,621
Monster Beverage Corp. (a)	706,100		33,822
PepsiCo, Inc.	1,766,300		128,675
SABMiller PLC	181,900		9,088
The Coca-Cola Co.	8,343,600		310,716
			601,419
Food & Staples Retailing - 3.3%
Costco Wholesale Corp.	1,411,700		144,473
CVS Caremark Corp.	3,018,600		154,552
Wal-Mart Stores, Inc.	1,289,600		90,208
Walgreen Co.	2,466,900		98,577
Whole Foods Market, Inc.	943,800		90,841
			578,651
Food Products - 3.5%
Associated British Foods PLC	592,900		16,447
Bunge Ltd.	412,100		32,828
ConAgra Foods, Inc.	1,012,900		33,112
Danone SA	658,200		45,615
Green Mountain Coffee Roasters, Inc. (a)(d)	5,106,564		232,502
Hain Celestial Group, Inc. (a)	160,300		9,135
Ingredion, Inc.	139,000		9,184
Kellogg Co.	926,400		54,194
Mead Johnson Nutrition Co. Class A	669,300		50,867
Mondelez International, Inc.	574,700		15,971
The Hershey Co.	993,500		78,934
The J.M. Smucker Co.	253,900		22,503
Unilever NV (NY Reg.)	531,700		21,523
			622,815
Household Products - 2.0%
Colgate-Palmolive Co.	316,200		33,950
Procter & Gamble Co.	3,920,100		294,635
Reckitt Benckiser Group PLC	387,351		25,815
			354,400
Personal Products - 0.4%
Herbalife Ltd.	1,918,991		69,698
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Tobacco - 2.6%
Altria Group, Inc.	2,069,500		$ 69,701
British American Tobacco PLC (United Kingdom)	146,800		7,629
Lorillard, Inc.	2,868,900		112,088
Philip Morris International, Inc.	2,939,800		259,173
			448,591
TOTAL CONSUMER STAPLES			2,675,574
ENERGY - 4.1%
Energy Equipment & Services - 1.3%
Cameron International Corp. (a)	402,500		25,482
Ensco PLC Class A	591,100		37,576
Halliburton Co.	1,490,800		60,646
Schlumberger Ltd.	1,443,500		112,665
			236,369
Oil, Gas & Consumable Fuels - 2.8%
Alpha Natural Resources, Inc. (a)	396,500		3,513
Anadarko Petroleum Corp.	1,352,600		108,235
Canadian Natural Resources Ltd.	576,000		17,394
Cobalt International Energy, Inc. (a)	654,900		15,855
Concho Resources, Inc. (a)	296,400		27,038
Continental Resources, Inc. (a)	304,500		25,310
EOG Resources, Inc.	486,700		60,828
Hess Corp.	638,100		42,855
Marathon Petroleum Corp.	302,200		22,426
Murphy Oil Corp.	356,200		21,201
Occidental Petroleum Corp.	235,800		20,814
Peabody Energy Corp.	873,300		21,963
Phillips 66	155,800		9,437
Pioneer Natural Resources Co.	578,400		67,985
Rosetta Resources, Inc. (a)	69,700		3,695
Western Gas Equity Partners LP	594,900		20,084
			488,633
TOTAL ENERGY			725,002
FINANCIALS - 3.8%
Capital Markets - 1.1%
Ameriprise Financial, Inc.	79,100		5,246
Apollo Global Management LLC Class A	591,100		13,164
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Capital Markets - continued
BlackRock, Inc. Class A	83,200		$ 19,658
E*TRADE Financial Corp. (a)	533,500		5,660
KKR & Co. LP	1,117,800		18,868
Morgan Stanley	3,838,012		87,699
Och-Ziff Capital Management Group LLC Class A	373,000		3,693
The Blackstone Group LP	843,700		15,608
UBS AG (NY Shares)	887,300		15,412
Walter Investment Management Corp. (a)	259,100		11,610
			196,618
Commercial Banks - 0.1%
Axis Bank Ltd.	470,931		13,305
ICICI Bank Ltd.	588,272		13,116
			26,421
Diversified Financial Services - 1.9%
Bank of America Corp.	2,932,300		33,194
Citigroup, Inc.	4,422,720		186,462
CME Group, Inc.	165,100		9,549
JPMorgan Chase & Co.	2,182,900		102,705
			331,910
Insurance - 0.3%
American Financial Group, Inc.	77,000		3,277
American International Group, Inc. (a)	255,000		9,647
Berkshire Hathaway, Inc. Class B (a)	248,300		24,068
Hartford Financial Services Group, Inc.	587,800		14,577
			51,569
Real Estate Investment Trusts - 0.1%
Weyerhaeuser Co.	400,200		12,054
Real Estate Management & Development - 0.2%
Parsvnath Developers Ltd. (a)(e)	21,771,340		16,755
Realogy Holdings Corp.	450,000		20,147
			36,902
Thrifts & Mortgage Finance - 0.1%
Housing Development Finance Corp. Ltd. (a)	204,856		3,024
Nationstar Mortgage Holdings, Inc. (d)	285,200		10,293
Ocwen Financial Corp. (a)	99,600		3,881
			17,198
TOTAL FINANCIALS			672,672
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - 10.5%
Biotechnology - 6.2%
Alexion Pharmaceuticals, Inc. (a)	665,000		$ 62,503
Alkermes PLC (a)	917,100		21,139
Alnylam Pharmaceuticals, Inc. (a)	547,163		13,203
Amgen, Inc.	2,286,700		195,421
ARIAD Pharmaceuticals, Inc. (a)	1,869,700		37,170
Biogen Idec, Inc. (a)	1,058,200		165,164
BioMarin Pharmaceutical, Inc. (a)	288,700		15,847
Celgene Corp. (a)	428,200		42,375
Clovis Oncology, Inc. (a)	195,300		3,855
CSL Ltd.	66,241		3,795
Exelixis, Inc. (a)	3,668,800		17,097
Gilead Sciences, Inc. (a)	7,354,200		290,123
Grifols SA (a)	330,400		11,238
Grifols SA:
ADR	292,845		7,793
Class B (a)	16,520		438
Infinity Pharmaceuticals, Inc. (a)	431,000		14,848
InterMune, Inc. (a)(d)	2,356,200		23,209
Ironwood Pharmaceuticals, Inc. Class A (a)	473,000		6,064
Medivation, Inc. (a)	299,000		16,254
Merrimack Pharmaceuticals, Inc.	2,407,858		14,616
Onyx Pharmaceuticals, Inc. (a)	378,300		29,326
Regeneron Pharmaceuticals, Inc. (a)	349,800		60,844
Seattle Genetics, Inc. (a)	179,200		5,277
Spectrum Pharmaceuticals, Inc. (d)	1,675,200		21,124
Synageva BioPharma Corp. (a)	180,700		8,359
ZIOPHARM Oncology, Inc. (a)	1,626,700		6,458
			1,093,540
Health Care Equipment & Supplies - 1.1%
Abbott Laboratories	390,100		13,217
Alere, Inc. (a)	577,400		12,276
Baxter International, Inc.	403,900		27,401
Boston Scientific Corp. (a)	2,569,100		19,191
Edwards Lifesciences Corp. (a)	157,700		14,182
Insulet Corp. (a)	310,600		7,166
Intuitive Surgical, Inc. (a)	16,900		9,707
The Cooper Companies, Inc.	865,272		87,695
			190,835
Health Care Providers & Services - 0.2%
Air Methods Corp.	100,000		4,372
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Providers & Services - continued
Apollo Hospitals Enterprise Ltd.	936,371		$ 14,210
Catamaran Corp. (a)	226,100		11,732
Qualicorp SA (a)	1,151,000		11,907
			42,221
Health Care Technology - 0.2%
athenahealth, Inc. (a)(d)	154,575		13,366
Cerner Corp. (a)	168,400		13,901
			27,267
Life Sciences Tools & Services - 0.1%
Agilent Technologies, Inc.	282,400		12,646
Pharmaceuticals - 2.7%
AbbVie, Inc.	390,100		14,313
Actavis, Inc. (a)	168,500		14,557
Allergan, Inc.	363,800		38,203
AVANIR Pharmaceuticals Class A (a)	2,885,556		8,426
Hospira, Inc. (a)	304,100		10,376
Johnson & Johnson	1,963,040		145,108
Merck & Co., Inc.	784,000		33,908
Novo Nordisk A/S Series B sponsored ADR	38,700		7,134
Pfizer, Inc.	3,393,700		92,580
Questcor Pharmaceuticals, Inc. (d)	611,352		15,577
Sanofi SA sponsored ADR	160,900		7,833
Valeant Pharmaceuticals International, Inc. (Canada) (a)	1,378,900		91,438
Zoetis, Inc. Class A	150,800		3,921
			483,374
TOTAL HEALTH CARE			1,849,883
INDUSTRIALS - 10.9%
Aerospace & Defense - 2.4%
Honeywell International, Inc.	814,900		55,609
Precision Castparts Corp.	624,800		114,588
The Boeing Co.	276,000		20,388
United Technologies Corp.	2,712,700		237,551
			428,136
Air Freight & Logistics - 0.8%
C.H. Robinson Worldwide, Inc.	131,500		8,699
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Air Freight & Logistics - continued
FedEx Corp.	472,400		$ 47,925
United Parcel Service, Inc. Class B	1,131,300		89,701
			146,325
Airlines - 0.2%
US Airways Group, Inc. (a)	2,887,100		41,228
Building Products - 0.7%
Armstrong World Industries, Inc.	1,119,400		61,556
Masco Corp.	3,298,300		60,656
			122,212
Commercial Services & Supplies - 0.0%
Swisher Hygiene, Inc. (a)	2,095,491		2,829
Construction & Engineering - 0.2%
Quanta Services, Inc. (a)	823,800		23,865
Electrical Equipment - 0.5%
Eaton Corp. PLC	1,295,800		73,796
Hubbell, Inc. Class B	40,000		3,642
SolarCity Corp. (d)	700,000		10,234
			87,672
Industrial Conglomerates - 1.2%
Carlisle Companies, Inc.	113,700		7,294
Danaher Corp.	2,729,200		163,561
General Electric Co.	1,893,200		42,180
			213,035
Machinery - 3.0%
Briggs & Stratton Corp.	1,173,100		27,838
Caterpillar, Inc.	1,064,000		104,687
Cummins, Inc.	1,450,700		166,584
Harsco Corp.	151,500		3,862
Illinois Tool Works, Inc.	1,341,216		84,269
Ingersoll-Rand PLC	1,271,400		65,337
Manitowoc Co., Inc.	1,227,900		21,611
PACCAR, Inc.	487,700		22,951
SPX Corp.	302,300		22,561
			519,700
Professional Services - 0.5%
Equifax, Inc.	626,800		36,793
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Professional Services - continued
Manpower, Inc.	745,377		$ 38,387
Verisk Analytics, Inc. (a)	61,900		3,414
			78,594
Road & Rail - 1.2%
Canadian Pacific	569,200		65,714
Con-way, Inc.	384,300		12,059
J.B. Hunt Transport Services, Inc.	56,400		3,794
Ryder System, Inc.	228,000		12,946
Union Pacific Corp.	853,000		112,135
			206,648
Trading Companies & Distributors - 0.2%
Mills Estruturas e Servicos de Engenharia SA	827,400		13,919
United Rentals, Inc. (a)	71,200		3,604
WESCO International, Inc. (a)	305,300		22,266
			39,789
TOTAL INDUSTRIALS			1,910,033
INFORMATION TECHNOLOGY - 31.9%
Communications Equipment - 2.8%
Alcatel-Lucent SA (a)(d)	12,103,095		20,225
Alcatel-Lucent SA sponsored ADR (a)(d)	6,075,605		10,086
Cisco Systems, Inc.	1,316,200		27,074
Finisar Corp. (a)	489,300		7,584
Juniper Networks, Inc. (a)	2,865,600		64,132
Motorola Solutions, Inc.	94,500		5,518
QUALCOMM, Inc.	5,409,100		357,163
			491,782
Computers & Peripherals - 7.0%
3D Systems Corp. (a)(d)	148,500		8,591
Apple, Inc.	2,281,600		1,038,832
Dell, Inc.	2,047,200		27,105
EMC Corp. (a)	2,624,100		64,579
Fusion-io, Inc. (a)	850,106		14,860
Hewlett-Packard Co.	1,165,300		19,239
NetApp, Inc. (a)	194,500		7,002
SanDisk Corp. (a)	794,600		39,722
Stratasys Ltd. (a)	93,000		7,299
			1,227,229
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Internet Software & Services - 8.7%
Cornerstone OnDemand, Inc. (a)	149,200		$ 4,876
Dropbox, Inc. (f)	1,003,814		9,084
eBay, Inc. (a)	3,425,200		191,571
Facebook, Inc. Class A	4,101,667		127,029
Google, Inc. Class A (a)	1,366,567		1,032,701
LinkedIn Corp. (a)	330,500		40,913
Qihoo 360 Technology Co. Ltd. ADR (a)	258,000		7,887
SINA Corp. (a)	199,492		10,958
Tencent Holdings Ltd.	1,171,500		40,997
Yahoo!, Inc. (a)	2,406,000		47,230
Yelp, Inc. (d)	525,200		11,155
			1,524,401
IT Services - 3.6%
Cognizant Technology Solutions Corp. Class A (a)	1,759,900		137,589
IBM Corp.	39,900		8,102
MasterCard, Inc. Class A	497,800		258,060
Visa, Inc. Class A	1,475,300		232,965
			636,716
Semiconductors & Semiconductor Equipment - 4.7%
Altera Corp.	3,552,800		118,735
Atmel Corp. (a)	2,588,400		17,342
Avago Technologies Ltd.	1,903,500		68,088
Broadcom Corp. Class A	6,125,300		198,766
Cavium, Inc. (a)	325,700		10,891
Cree, Inc. (a)	581,000		25,070
Freescale Semiconductor Holdings I Ltd. (a)(d)	4,338,910		62,697
Intersil Corp. Class A	3,319,364		28,712
Mellanox Technologies Ltd. (a)	369,900		19,686
Micron Technology, Inc. (a)	2,089,200		15,794
Monolithic Power Systems, Inc.	1,036,860		24,159
NXP Semiconductors NV (a)	5,584,335		167,474
PMC-Sierra, Inc. (a)	2,524,300		14,590
Samsung Electronics Co. Ltd.	28,313		37,681
STMicroelectronics NV	1,024,500		8,857
STMicroelectronics NV (NY Shares) unit (d)	1,817,000		15,681
			834,223
Software - 5.1%
Activision Blizzard, Inc.	4,771,500		54,347
Allot Communications Ltd. (a)	200,000		2,758
Check Point Software Technologies Ltd. (a)	243,400		12,170
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
Citrix Systems, Inc. (a)	746,800		$ 54,636
Electronic Arts, Inc. (a)	4,830,200		75,979
Guidewire Software, Inc.	248,300		8,224
Microsoft Corp.	5,246,689		144,127
Oracle Corp.	3,052,000		108,377
QLIK Technologies, Inc. (a)	767,063		17,036
Qualys, Inc.	585,400		7,669
Red Hat, Inc. (a)	1,115,700		61,988
salesforce.com, Inc. (a)	1,340,065		230,665
ServiceNow, Inc. (d)	522,500		14,484
Splunk, Inc.	196,000		6,460
Take-Two Interactive Software, Inc. (a)	1,728,900		21,041
Ubisoft Entertainment SA (a)	881,104		8,506
VMware, Inc. Class A (a)	681,500		52,121
Workday, Inc.	222,900		11,907
Zynga, Inc. (a)	1,073,100		2,908
			895,403
TOTAL INFORMATION TECHNOLOGY			5,609,754
MATERIALS - 2.5%
Chemicals - 2.2%
Airgas, Inc.	37,000		3,524
Albemarle Corp.	215,600		13,218
Ashland, Inc.	505,900		39,718
Axiall Corp. (d)	421,300		23,669
Eastman Chemical Co.	616,500		43,864
LyondellBasell Industries NV Class A	757,900		48,066
Mexichem SAB de CV	3,322,800		18,795
Monsanto Co.	1,754,600		177,829
The Dow Chemical Co.	403,800		13,002
Westlake Chemical Corp.	139,000		12,769
			394,454
Construction Materials - 0.2%
Eagle Materials, Inc.	103,200		6,684
Vulcan Materials Co.	393,700		22,268
			28,952
Metals & Mining - 0.1%
Vale SA sponsored ADR	842,500		16,993
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Paper & Forest Products - 0.0%
International Paper Co.	186,000		$ 7,704
TOTAL MATERIALS			448,103
UTILITIES - 0.1%
Multi-Utilities - 0.1%
Sempra Energy	122,700		9,209
TOTAL COMMON STOCKS (Cost $12,819,917)		17,490,945
Nonconvertible Preferred Stocks - 0.5%

CONSUMER DISCRETIONARY - 0.5%
Automobiles - 0.5%
Volkswagen AG	399,200		98,731
TOTAL NONCONVERTIBLE PREFERRED STOCKS (Cost $45,989)		98,731
Money Market Funds - 2.4%

Fidelity Cash Central Fund, 0.16% (b)	56,139,834		56,140
Fidelity Securities Lending Cash Central Fund, 0.15% (b)(c)	362,846,828		362,847
TOTAL MONEY MARKET FUNDS (Cost $418,987)		418,987
TOTAL INVESTMENT PORTFOLIO - 102.3% (Cost $13,284,893)			18,008,663
NET OTHER ASSETS (LIABILITIES) - (2.3)%			(406,939)
NET ASSETS - 100%		$ 17,601,724

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)
Dropbox, Inc.	5/2/12	$ 9,084

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	$ 31
Fidelity Securities Lending Cash Central Fund	4,596
Total	$ 4,627

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Parsvnath Developers Ltd.	$ 15,302	$ -	$ -	$ -	$ 16,755
Total	$ 15,302	$ -	$ -	$ -	$ 16,755

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 3,689,446	$ 3,689,446	$ -	$ -
Consumer Staples	2,675,574	2,667,945	7,629	-
Energy	725,002	725,002	-	-
Financials	672,672	659,556	13,116	-
Health Care	1,849,883	1,849,883	-	-
Industrials	1,910,033	1,907,204	2,829	-
Information Technology	5,609,754	5,571,588	29,082	9,084
Materials	448,103	448,103	-	-
Utilities	9,209	9,209	-	-
Money Market Funds	418,987	418,987	-	-
Total Investments in Securities:	$ 18,008,663	$ 17,946,923	$ 52,656	$ 9,084

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	January 31, 2013 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $357,634) - See accompanying schedule: Unaffiliated issuers (cost $12,835,055)	$ 17,572,921
Fidelity Central Funds (cost $418,987)	418,987
Other affiliated issuers (cost $30,851)	16,755
Total Investments (cost $13,284,893)		$ 18,008,663
Receivable for investments sold		138,541
Receivable for fund shares sold		14,457
Dividends receivable		7,023
Distributions receivable from Fidelity Central Funds		926
Prepaid expenses		36
Other receivables		1,696
Total assets		18,171,342

Liabilities
Payable to custodian bank	$ 10,901
Payable for investments purchased	161,492
Payable for fund shares redeemed	23,462
Accrued management fee	8,180
Other affiliated payables	2,104
Other payables and accrued expenses	632
Collateral on securities loaned, at value	362,847
Total liabilities		569,618

Net Assets		$ 17,601,724
Net Assets consist of:
Paid in capital		$ 12,695,247
Undistributed net investment income		3,237
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		179,372
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		4,723,868
Net Assets		$ 17,601,724

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	January 31, 2013 (Unaudited)

Blue Chip Growth: Net Asset Value, offering price and redemption price per share ($11,681,808 ÷ 228,007 shares)		$ 51.23

Class K: Net Asset Value, offering price and redemption price per share ($2,860,076 ÷ 55,776 shares)		$ 51.28

Class F: Net Asset Value, offering price and redemption price per share ($3,059,840 ÷ 59,620 shares)		$ 51.32

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

Semiannual Report

Statement of Operations

Amounts in thousands Six months ended January 31, 2013 (Unaudited)

Investment Income
Dividends		$ 128,876
Income from Fidelity Central Funds		4,627
Total income		133,503

Expenses
Management fee Basic fee	$ 44,197
Performance adjustment	256
Transfer agent fees	11,482
Accounting and security lending fees	785
Custodian fees and expenses	177
Independent trustees' compensation	52
Registration fees	71
Audit	58
Legal	43
Interest	4
Miscellaneous	60
Total expenses before reductions	57,185
Expense reductions	(1,876)	55,309
Net investment income (loss)		78,194
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	493,970
Foreign currency transactions	(404)
Total net realized gain (loss)		493,566
Change in net unrealized appreciation (depreciation) on: Investment securities	999,259
Assets and liabilities in foreign currencies	126
Total change in net unrealized appreciation (depreciation)		999,385
Net gain (loss)		1,492,951
Net increase (decrease) in net assets resulting from operations		$ 1,571,145

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Six months ended January 31, 2013 (Unaudited)	Year ended July 31, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 78,194	$ 35,383
Net realized gain (loss)	493,566	(37,431)
Change in net unrealized appreciation (depreciation)	999,385	271,789
Net increase (decrease) in net assets resulting from operations	1,571,145	269,741
Distributions to shareholders from net investment income	(85,342)	(15,666)
Distributions to shareholders from net realized gain	(230,904)	(480,841)
Total distributions	(316,246)	(496,507)
Share transactions - net increase (decrease)	1,527,111	656,032
Total increase (decrease) in net assets	2,782,010	429,266

Net Assets
Beginning of period	14,819,714	14,390,448
End of period (including undistributed net investment income of $3,237 and undistributed net investment income of $10,385, respectively)	$ 17,601,724	$ 14,819,714

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

Semiannual Report

Financial Highlights - Blue Chip Growth

	Six months ended January 31, 2013	Years ended July 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 47.38	$ 48.17	$ 37.63	$ 31.97	$ 39.06	$ 46.88
Income from Investment Operations
Net investment income (loss) ^D	.23	.10	(.03)	.04	.27	.35
Net realized and unrealized gain (loss)	4.53	.75	10.61	5.80	(6.36)	(2.89)
Total from investment operations	4.76	.85	10.58	5.84	(6.09)	(2.54)
Distributions from net investment income	(.23)	(.04)	(.00) ^{H, I}	(.18)	(.29)	(.33)
Distributions from net realized gain	(.68)	(1.60)	(.04) ^I	-	(.71)	(4.95)
Total distributions	(.91)	(1.64)	(.04)	(.18)	(1.00)	(5.28)
Net asset value, end of period	$ 51.23	$ 47.38	$ 48.17	$ 37.63	$ 31.97	$ 39.06
Total Return ^{B, C}	10.15%	2.27%	28.12%	18.29%	(15.85)%	(6.30)%
Ratios to Average Net Assets ^{E, G}
Expenses before reductions	.77% ^A	.90%	.94%	.94%	.76%	.58%
Expenses net of fee waivers, if any	.77% ^A	.90%	.94%	.94%	.76%	.58%
Expenses net of all reductions	.75% ^A	.89%	.92%	.93%	.76%	.57%
Net investment income (loss)	.93% ^A	.21%	(.06)%	.10%	.93%	.81%
Supplemental Data
Net assets, end of period (in millions)	$ 11,682	$ 10,595	$ 12,024	$ 10,295	$ 9,691	$ 13,349
Portfolio turnover rate ^F	79% ^A	95%	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 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 Amount represents less than $.01 per share. ^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.

Semiannual Report

Financial Highlights - Class K

	Six months ended January 31, 2013	Years ended July 31,
	(Unaudited)	2012	2011	2010	2009	2008 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 47.46	$ 48.21	$ 37.66	$ 32.01	$ 39.07	$ 41.81
Income from Investment Operations
Net investment income (loss) ^D	.27	.17	.05	.11	.32	.10
Net realized and unrealized gain (loss)	4.53	.75	10.62	5.79	(6.33)	(2.84)
Total from investment operations	4.80	.92	10.67	5.90	(6.01)	(2.74)
Distributions from net investment income	(.30)	(.08)	(.05) ^J	(.25)	(.34)	-
Distributions from net realized gain	(.68)	(1.60)	(.07) ^J	-	(.71)	-
Total distributions	(.98)	(1.67) ^I	(.12)	(.25)	(1.05)	-
Net asset value, end of period	$ 51.28	$ 47.46	$ 48.21	$ 37.66	$ 32.01	$ 39.07
Total Return ^{B, C}	10.23%	2.43%	28.37%	18.48%	(15.61)%	(6.55)%
Ratios to Average Net Assets ^{E, H}
Expenses before reductions	.63% ^A	.74%	.77%	.75%	.53%	.41% ^A
Expenses net of fee waivers, if any	.63% ^A	.74%	.77%	.75%	.53%	.41% ^A
Expenses net of all reductions	.60% ^A	.73%	.76%	.74%	.52%	.41% ^A
Net investment income (loss)	1.08% ^A	.37%	.11%	.30%	1.16%	1.09% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,860,076	$ 2,467,455	$ 1,454,854	$ 931,601	$ 590,673	$ 93
Portfolio turnover rate ^F	79% ^A	95%	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 Total distributions of $1.67 per share is comprised of distributions from net investment income of $.076 and distributions from net realized gain of $1.598 per share. ^J The amount shown reflects certain reclassifications related to book to tax differences.

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

Semiannual Report

Financial Highlights - Class F

	Six months ended January 31, 2013	Years ended July 31,
	(Unaudited)	2012	2011	2010	2009 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 47.51	$ 48.24	$ 37.69	$ 31.98	$ 29.16
Income from Investment Operations
Net investment income (loss) ^D	.28	.19	.07	.13	- ^I
Net realized and unrealized gain (loss)	4.54	.76	10.61	5.80	2.82
Total from investment operations	4.82	.95	10.68	5.93	2.82
Distributions from net investment income	(.33)	(.08)	(.06) ^K	(.22)	-
Distributions from net realized gain	(.68)	(1.60)	(.08) ^K	-	-
Total distributions	(1.01)	(1.68)	(.13) ^J	(.22)	-
Net asset value, end of period	$ 51.32	$ 47.51	$ 48.24	$ 37.69	$ 31.98
Total Return ^{B, C}	10.25%	2.49%	28.41%	18.59%	9.67%
Ratios to Average Net Assets ^{E, H}
Expenses before reductions	.58% ^A	.69%	.72%	.70%	.51% ^A
Expenses net of fee waivers, if any	.58% ^A	.69%	.72%	.70%	.51% ^A
Expenses net of all reductions	.55% ^A	.68%	.71%	.68%	.51% ^A
Net investment income (loss)	1.13% ^A	.42%	.16%	.35%	(.05)% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 3,059,840	$ 1,756,916	$ 911,556	$ 321,409	$ 261
Portfolio turnover rate ^F	79% ^A	95%	132%	135%	134%

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

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2013 (Unaudited)

(Amounts in thousands except percentages)

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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

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)

Valuation techniques used to value the Fund's investments by major category are as follows:

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

limited, assumptions about market activity and risk are used and these securities are generally 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 (NAV) each business day and are categorized as Level 1 in the hierarchy.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

Semiannual 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	$ 4,869,022
Gross unrealized depreciation	(211,495)
Net unrealized appreciation (depreciation) on securities and other investments	$ 4,657,527

Tax cost	$ 13,351,136

Fiscal year of expiration
No expiration
Short-term	$ (7,155)

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $7,546,033 and $6,248,230, respectively.

5. Fees and Other Transactions with Affiliates.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

	Amount	% of Average Net Assets*
Blue Chip Growth	$ 10,821	.20
Class K	661	.05
	$ 11,482

* Annualized

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Interfund Lending Program - continued

The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 9,561	.42%	$ 4

6. Committed Line of Credit.

7. Security Lending.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

7. Security Lending - continued

8. Expense Reductions.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended January 31, 2013	Year ended July 31, 2012
From net investment income
Blue Chip Growth	$ 51,844	$ 10,644
Class K	16,348	2,860
Class F	17,150	2,162
Total	$ 85,342	$ 15,666
From net realized gain
Blue Chip Growth	$ 155,106	$ 397,250
Class K	36,829	51,295
Class F	38,969	32,296
Total	$ 230,904	$ 480,841

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended January 31, 2013	Year ended July 31, 2012	Six months ended January 31, 2013	Year ended July 31, 2012
Blue Chip Growth
Shares sold	28,001 ^A	42,825	$ 1,389,860 ^A	$ 1,970,082
Reinvestment of distributions	4,171	9,668	202,506	399,689
Shares redeemed	(27,772)	(78,498)	(1,376,422)	(3,530,347)
Net increase (decrease)	4,400	(26,005)	$ 215,944	$ (1,160,576)

Semiannual Report

10. Share Transactions - continued

	Shares		Dollars
	Six months ended January 31, 2013	Year ended July 31, 2012	Six months ended January 31, 2013	Year ended July 31, 2012
Class K
Shares sold	8,955	29,866	$ 444,553	$ 1,366,770
Reinvestment of distributions	1,092	1,309	53,177	54,155
Shares redeemed	(6,262)	(9,363)	(310,869)	(426,597)
Net increase (decrease)	3,785	21,812	$ 186,861	$ 994,328
Class F
Shares sold	22,805 ^A	19,170	$ 1,133,822 ^A	$ 873,960
Reinvestment of distributions	1,153	832	56,119	34,458
Shares redeemed	(1,318)	(1,918)	(65,635)	(86,138)
Net increase (decrease)	22,640	18,084	$ 1,124,306	$ 822,280

^AAmount includes in-kind exchanges (see Note 5: Exchanges In-Kind)

11. Other.

At the end of the period, the Fidelity Freedom Funds and the Fidelity Freedom K Funds were the owners of record in the aggregate of approximately 33% of the total outstanding shares of the Fund.

Semiannual 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

Smithfield, RI

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

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St St., Boston, MA 02210
www.fidelity.com

BCF-K-USAN-0313
1.863115.104

Fidelity®

Blue Chip Growth

Fund -
Class F

Semiannual Report

January 31, 2013

(Fidelity Cover Art)

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.

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.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual 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 (August 1, 2012 to January 31, 2013).

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio	Beginning Account Value August 1, 2012	Ending Account Value January 31, 2013	Expenses Paid During Period* August 1, 2012 to January 31, 2013
Blue Chip Growth	.77%
Actual		$ 1,000.00	$ 1,101.50	$ 4.08
Hypothetical^A		$ 1,000.00	$ 1,021.32	$ 3.92
Class K	.63%
Actual		$ 1,000.00	$ 1,102.30	$ 3.34
Hypothetical^A		$ 1,000.00	$ 1,022.03	$ 3.21
Class F	.58%
Actual		$ 1,000.00	$ 1,102.50	$ 3.07
Hypothetical^A		$ 1,000.00	$ 1,022.28	$ 2.96

^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 184/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of January 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	5.9	10.4
Google, Inc. Class A	5.9	5.4
Amazon.com, Inc.	2.1	2.1
QUALCOMM, Inc.	2.0	2.1
Home Depot, Inc.	1.8	1.0
The Coca-Cola Co.	1.8	2.1
Procter & Gamble Co.	1.7	0.6
Gilead Sciences, Inc.	1.7	0.9
Philip Morris International, Inc.	1.5	1.6
MasterCard, Inc. Class A	1.5	1.3
	25.9
Top Five Market Sectors as of January 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	31.9	36.8
Consumer Discretionary	20.9	21.1
Consumer Staples	15.2	14.1
Industrials	10.9	8.5
Health Care	10.5	9.3

Asset Allocation (% of fund's net assets)
As of January 31, 2013 *			As of July 31, 2012 **
	Stocks 99.9%			Stocks 99.8%
	Short-Term Investments and Net Other Assets (Liabilities) 0.1%			Short-Term Investments and Net Other Assets (Liabilities) 0.2%
* Foreign investments		9.5%	** Foreign investments		9.7%

bcv435

Semiannual Report

Investments January 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.4%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 20.4%
Auto Components - 0.1%
Lear Corp.	180,500		$ 8,845
Automobiles - 1.0%
Ford Motor Co.	2,635,600		34,131
General Motors Co. (a)	403,100		11,323
Tesla Motors, Inc. (a)(d)	3,481,664		130,597
			176,051
Diversified Consumer Services - 0.1%
Bright Horizons Family Solutions, Inc.	33,635		942
Kroton Educacional SA (a)	590,000		14,488
			15,430
Hotels, Restaurants & Leisure - 2.9%
Alsea SAB de CV	1,558,700		3,614
Chipotle Mexican Grill, Inc. (a)	65,200		20,017
Dunkin' Brands Group, Inc.	693,900		25,334
Hyatt Hotels Corp. Class A (a)	395,297		15,840
Jubilant Foodworks Ltd. (a)	288,917		6,511
Las Vegas Sands Corp.	1,875,300		103,610
McDonald's Corp.	337,130		32,125
Panera Bread Co. Class A (a)	492,500		78,706
Starbucks Corp.	3,598,800		201,965
Wyndham Worldwide Corp.	491,627		27,428
			515,150
Household Durables - 1.1%
D.R. Horton, Inc.	318,000		7,524
KB Home	386,200		7,365
SodaStream International Ltd. (a)	286,400		13,773
Toll Brothers, Inc. (a)	422,700		15,830
Whirlpool Corp.	1,249,778		144,199
			188,691
Internet & Catalog Retail - 3.2%
Amazon.com, Inc. (a)	1,404,000		372,762
Netflix, Inc. (a)(d)	294,900		48,729
priceline.com, Inc. (a)	205,100		140,590
TripAdvisor, Inc. (a)	129,800		6,007
			568,088
Leisure Equipment & Products - 0.2%
Brunswick Corp.	788,900		28,527
Media - 2.0%
Comcast Corp. Class A	4,866,000		185,297
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Media - continued
News Corp. Class A	2,196,200		$ 60,923
The Walt Disney Co.	908,900		48,972
Time Warner Cable, Inc.	174,500		15,590
Time Warner, Inc.	930,800		47,024
			357,806
Multiline Retail - 0.8%
J.C. Penney Co., Inc.	3,855,400		78,380
Macy's, Inc.	1,685,100		66,578
			144,958
Specialty Retail - 5.8%
Abercrombie & Fitch Co. Class A	2,144,700		107,235
AutoZone, Inc. (a)	33,300		12,311
CarMax, Inc. (a)	810,200		31,938
Five Below, Inc.	138,422		5,122
Foot Locker, Inc.	248,700		8,543
Home Depot, Inc.	4,811,700		321,999
Limited Brands, Inc.	2,105,800		101,121
Lowe's Companies, Inc.	3,706,500		141,551
Ross Stores, Inc.	1,331,200		79,473
Tile Shop Holdings, Inc. (a)	198,300		3,647
TJX Companies, Inc.	2,882,680		130,239
Urban Outfitters, Inc. (a)	1,966,700		84,155
			1,027,334
Textiles, Apparel & Luxury Goods - 3.2%
Arezzo Industria e Comercio SA	1,646,000		30,997
Fifth & Pacific Companies, Inc. (a)	236,600		3,573
Fossil, Inc. (a)	644,319		68,027
lululemon athletica, Inc. (a)	451,780		31,173
Michael Kors Holdings Ltd. (a)	2,601,937		146,047
NIKE, Inc. Class B	1,771,400		95,744
Prada SpA	2,174,900		19,546
PVH Corp.	813,900		96,748
Skechers U.S.A., Inc. Class A (sub. vtg.) (a)	1,257,700		23,896
Under Armour, Inc. Class A (sub. vtg.) (a)	866,600		44,084
			559,835
TOTAL CONSUMER DISCRETIONARY			3,590,715
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - 15.2%
Beverages - 3.4%
Anheuser-Busch InBev SA NV ADR	788,100		$ 69,826
Beam, Inc.	285,100		17,488
Constellation Brands, Inc. Class A (sub. vtg.) (a)	716,400		23,183
Heineken NV (Bearer)	122,600		8,621
Monster Beverage Corp. (a)	706,100		33,822
PepsiCo, Inc.	1,766,300		128,675
SABMiller PLC	181,900		9,088
The Coca-Cola Co.	8,343,600		310,716
			601,419
Food & Staples Retailing - 3.3%
Costco Wholesale Corp.	1,411,700		144,473
CVS Caremark Corp.	3,018,600		154,552
Wal-Mart Stores, Inc.	1,289,600		90,208
Walgreen Co.	2,466,900		98,577
Whole Foods Market, Inc.	943,800		90,841
			578,651
Food Products - 3.5%
Associated British Foods PLC	592,900		16,447
Bunge Ltd.	412,100		32,828
ConAgra Foods, Inc.	1,012,900		33,112
Danone SA	658,200		45,615
Green Mountain Coffee Roasters, Inc. (a)(d)	5,106,564		232,502
Hain Celestial Group, Inc. (a)	160,300		9,135
Ingredion, Inc.	139,000		9,184
Kellogg Co.	926,400		54,194
Mead Johnson Nutrition Co. Class A	669,300		50,867
Mondelez International, Inc.	574,700		15,971
The Hershey Co.	993,500		78,934
The J.M. Smucker Co.	253,900		22,503
Unilever NV (NY Reg.)	531,700		21,523
			622,815
Household Products - 2.0%
Colgate-Palmolive Co.	316,200		33,950
Procter & Gamble Co.	3,920,100		294,635
Reckitt Benckiser Group PLC	387,351		25,815
			354,400
Personal Products - 0.4%
Herbalife Ltd.	1,918,991		69,698
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Tobacco - 2.6%
Altria Group, Inc.	2,069,500		$ 69,701
British American Tobacco PLC (United Kingdom)	146,800		7,629
Lorillard, Inc.	2,868,900		112,088
Philip Morris International, Inc.	2,939,800		259,173
			448,591
TOTAL CONSUMER STAPLES			2,675,574
ENERGY - 4.1%
Energy Equipment & Services - 1.3%
Cameron International Corp. (a)	402,500		25,482
Ensco PLC Class A	591,100		37,576
Halliburton Co.	1,490,800		60,646
Schlumberger Ltd.	1,443,500		112,665
			236,369
Oil, Gas & Consumable Fuels - 2.8%
Alpha Natural Resources, Inc. (a)	396,500		3,513
Anadarko Petroleum Corp.	1,352,600		108,235
Canadian Natural Resources Ltd.	576,000		17,394
Cobalt International Energy, Inc. (a)	654,900		15,855
Concho Resources, Inc. (a)	296,400		27,038
Continental Resources, Inc. (a)	304,500		25,310
EOG Resources, Inc.	486,700		60,828
Hess Corp.	638,100		42,855
Marathon Petroleum Corp.	302,200		22,426
Murphy Oil Corp.	356,200		21,201
Occidental Petroleum Corp.	235,800		20,814
Peabody Energy Corp.	873,300		21,963
Phillips 66	155,800		9,437
Pioneer Natural Resources Co.	578,400		67,985
Rosetta Resources, Inc. (a)	69,700		3,695
Western Gas Equity Partners LP	594,900		20,084
			488,633
TOTAL ENERGY			725,002
FINANCIALS - 3.8%
Capital Markets - 1.1%
Ameriprise Financial, Inc.	79,100		5,246
Apollo Global Management LLC Class A	591,100		13,164
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Capital Markets - continued
BlackRock, Inc. Class A	83,200		$ 19,658
E*TRADE Financial Corp. (a)	533,500		5,660
KKR & Co. LP	1,117,800		18,868
Morgan Stanley	3,838,012		87,699
Och-Ziff Capital Management Group LLC Class A	373,000		3,693
The Blackstone Group LP	843,700		15,608
UBS AG (NY Shares)	887,300		15,412
Walter Investment Management Corp. (a)	259,100		11,610
			196,618
Commercial Banks - 0.1%
Axis Bank Ltd.	470,931		13,305
ICICI Bank Ltd.	588,272		13,116
			26,421
Diversified Financial Services - 1.9%
Bank of America Corp.	2,932,300		33,194
Citigroup, Inc.	4,422,720		186,462
CME Group, Inc.	165,100		9,549
JPMorgan Chase & Co.	2,182,900		102,705
			331,910
Insurance - 0.3%
American Financial Group, Inc.	77,000		3,277
American International Group, Inc. (a)	255,000		9,647
Berkshire Hathaway, Inc. Class B (a)	248,300		24,068
Hartford Financial Services Group, Inc.	587,800		14,577
			51,569
Real Estate Investment Trusts - 0.1%
Weyerhaeuser Co.	400,200		12,054
Real Estate Management & Development - 0.2%
Parsvnath Developers Ltd. (a)(e)	21,771,340		16,755
Realogy Holdings Corp.	450,000		20,147
			36,902
Thrifts & Mortgage Finance - 0.1%
Housing Development Finance Corp. Ltd. (a)	204,856		3,024
Nationstar Mortgage Holdings, Inc. (d)	285,200		10,293
Ocwen Financial Corp. (a)	99,600		3,881
			17,198
TOTAL FINANCIALS			672,672
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - 10.5%
Biotechnology - 6.2%
Alexion Pharmaceuticals, Inc. (a)	665,000		$ 62,503
Alkermes PLC (a)	917,100		21,139
Alnylam Pharmaceuticals, Inc. (a)	547,163		13,203
Amgen, Inc.	2,286,700		195,421
ARIAD Pharmaceuticals, Inc. (a)	1,869,700		37,170
Biogen Idec, Inc. (a)	1,058,200		165,164
BioMarin Pharmaceutical, Inc. (a)	288,700		15,847
Celgene Corp. (a)	428,200		42,375
Clovis Oncology, Inc. (a)	195,300		3,855
CSL Ltd.	66,241		3,795
Exelixis, Inc. (a)	3,668,800		17,097
Gilead Sciences, Inc. (a)	7,354,200		290,123
Grifols SA (a)	330,400		11,238
Grifols SA:
ADR	292,845		7,793
Class B (a)	16,520		438
Infinity Pharmaceuticals, Inc. (a)	431,000		14,848
InterMune, Inc. (a)(d)	2,356,200		23,209
Ironwood Pharmaceuticals, Inc. Class A (a)	473,000		6,064
Medivation, Inc. (a)	299,000		16,254
Merrimack Pharmaceuticals, Inc.	2,407,858		14,616
Onyx Pharmaceuticals, Inc. (a)	378,300		29,326
Regeneron Pharmaceuticals, Inc. (a)	349,800		60,844
Seattle Genetics, Inc. (a)	179,200		5,277
Spectrum Pharmaceuticals, Inc. (d)	1,675,200		21,124
Synageva BioPharma Corp. (a)	180,700		8,359
ZIOPHARM Oncology, Inc. (a)	1,626,700		6,458
			1,093,540
Health Care Equipment & Supplies - 1.1%
Abbott Laboratories	390,100		13,217
Alere, Inc. (a)	577,400		12,276
Baxter International, Inc.	403,900		27,401
Boston Scientific Corp. (a)	2,569,100		19,191
Edwards Lifesciences Corp. (a)	157,700		14,182
Insulet Corp. (a)	310,600		7,166
Intuitive Surgical, Inc. (a)	16,900		9,707
The Cooper Companies, Inc.	865,272		87,695
			190,835
Health Care Providers & Services - 0.2%
Air Methods Corp.	100,000		4,372
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Providers & Services - continued
Apollo Hospitals Enterprise Ltd.	936,371		$ 14,210
Catamaran Corp. (a)	226,100		11,732
Qualicorp SA (a)	1,151,000		11,907
			42,221
Health Care Technology - 0.2%
athenahealth, Inc. (a)(d)	154,575		13,366
Cerner Corp. (a)	168,400		13,901
			27,267
Life Sciences Tools & Services - 0.1%
Agilent Technologies, Inc.	282,400		12,646
Pharmaceuticals - 2.7%
AbbVie, Inc.	390,100		14,313
Actavis, Inc. (a)	168,500		14,557
Allergan, Inc.	363,800		38,203
AVANIR Pharmaceuticals Class A (a)	2,885,556		8,426
Hospira, Inc. (a)	304,100		10,376
Johnson & Johnson	1,963,040		145,108
Merck & Co., Inc.	784,000		33,908
Novo Nordisk A/S Series B sponsored ADR	38,700		7,134
Pfizer, Inc.	3,393,700		92,580
Questcor Pharmaceuticals, Inc. (d)	611,352		15,577
Sanofi SA sponsored ADR	160,900		7,833
Valeant Pharmaceuticals International, Inc. (Canada) (a)	1,378,900		91,438
Zoetis, Inc. Class A	150,800		3,921
			483,374
TOTAL HEALTH CARE			1,849,883
INDUSTRIALS - 10.9%
Aerospace & Defense - 2.4%
Honeywell International, Inc.	814,900		55,609
Precision Castparts Corp.	624,800		114,588
The Boeing Co.	276,000		20,388
United Technologies Corp.	2,712,700		237,551
			428,136
Air Freight & Logistics - 0.8%
C.H. Robinson Worldwide, Inc.	131,500		8,699
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Air Freight & Logistics - continued
FedEx Corp.	472,400		$ 47,925
United Parcel Service, Inc. Class B	1,131,300		89,701
			146,325
Airlines - 0.2%
US Airways Group, Inc. (a)	2,887,100		41,228
Building Products - 0.7%
Armstrong World Industries, Inc.	1,119,400		61,556
Masco Corp.	3,298,300		60,656
			122,212
Commercial Services & Supplies - 0.0%
Swisher Hygiene, Inc. (a)	2,095,491		2,829
Construction & Engineering - 0.2%
Quanta Services, Inc. (a)	823,800		23,865
Electrical Equipment - 0.5%
Eaton Corp. PLC	1,295,800		73,796
Hubbell, Inc. Class B	40,000		3,642
SolarCity Corp. (d)	700,000		10,234
			87,672
Industrial Conglomerates - 1.2%
Carlisle Companies, Inc.	113,700		7,294
Danaher Corp.	2,729,200		163,561
General Electric Co.	1,893,200		42,180
			213,035
Machinery - 3.0%
Briggs & Stratton Corp.	1,173,100		27,838
Caterpillar, Inc.	1,064,000		104,687
Cummins, Inc.	1,450,700		166,584
Harsco Corp.	151,500		3,862
Illinois Tool Works, Inc.	1,341,216		84,269
Ingersoll-Rand PLC	1,271,400		65,337
Manitowoc Co., Inc.	1,227,900		21,611
PACCAR, Inc.	487,700		22,951
SPX Corp.	302,300		22,561
			519,700
Professional Services - 0.5%
Equifax, Inc.	626,800		36,793
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Professional Services - continued
Manpower, Inc.	745,377		$ 38,387
Verisk Analytics, Inc. (a)	61,900		3,414
			78,594
Road & Rail - 1.2%
Canadian Pacific	569,200		65,714
Con-way, Inc.	384,300		12,059
J.B. Hunt Transport Services, Inc.	56,400		3,794
Ryder System, Inc.	228,000		12,946
Union Pacific Corp.	853,000		112,135
			206,648
Trading Companies & Distributors - 0.2%
Mills Estruturas e Servicos de Engenharia SA	827,400		13,919
United Rentals, Inc. (a)	71,200		3,604
WESCO International, Inc. (a)	305,300		22,266
			39,789
TOTAL INDUSTRIALS			1,910,033
INFORMATION TECHNOLOGY - 31.9%
Communications Equipment - 2.8%
Alcatel-Lucent SA (a)(d)	12,103,095		20,225
Alcatel-Lucent SA sponsored ADR (a)(d)	6,075,605		10,086
Cisco Systems, Inc.	1,316,200		27,074
Finisar Corp. (a)	489,300		7,584
Juniper Networks, Inc. (a)	2,865,600		64,132
Motorola Solutions, Inc.	94,500		5,518
QUALCOMM, Inc.	5,409,100		357,163
			491,782
Computers & Peripherals - 7.0%
3D Systems Corp. (a)(d)	148,500		8,591
Apple, Inc.	2,281,600		1,038,832
Dell, Inc.	2,047,200		27,105
EMC Corp. (a)	2,624,100		64,579
Fusion-io, Inc. (a)	850,106		14,860
Hewlett-Packard Co.	1,165,300		19,239
NetApp, Inc. (a)	194,500		7,002
SanDisk Corp. (a)	794,600		39,722
Stratasys Ltd. (a)	93,000		7,299
			1,227,229
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Internet Software & Services - 8.7%
Cornerstone OnDemand, Inc. (a)	149,200		$ 4,876
Dropbox, Inc. (f)	1,003,814		9,084
eBay, Inc. (a)	3,425,200		191,571
Facebook, Inc. Class A	4,101,667		127,029
Google, Inc. Class A (a)	1,366,567		1,032,701
LinkedIn Corp. (a)	330,500		40,913
Qihoo 360 Technology Co. Ltd. ADR (a)	258,000		7,887
SINA Corp. (a)	199,492		10,958
Tencent Holdings Ltd.	1,171,500		40,997
Yahoo!, Inc. (a)	2,406,000		47,230
Yelp, Inc. (d)	525,200		11,155
			1,524,401
IT Services - 3.6%
Cognizant Technology Solutions Corp. Class A (a)	1,759,900		137,589
IBM Corp.	39,900		8,102
MasterCard, Inc. Class A	497,800		258,060
Visa, Inc. Class A	1,475,300		232,965
			636,716
Semiconductors & Semiconductor Equipment - 4.7%
Altera Corp.	3,552,800		118,735
Atmel Corp. (a)	2,588,400		17,342
Avago Technologies Ltd.	1,903,500		68,088
Broadcom Corp. Class A	6,125,300		198,766
Cavium, Inc. (a)	325,700		10,891
Cree, Inc. (a)	581,000		25,070
Freescale Semiconductor Holdings I Ltd. (a)(d)	4,338,910		62,697
Intersil Corp. Class A	3,319,364		28,712
Mellanox Technologies Ltd. (a)	369,900		19,686
Micron Technology, Inc. (a)	2,089,200		15,794
Monolithic Power Systems, Inc.	1,036,860		24,159
NXP Semiconductors NV (a)	5,584,335		167,474
PMC-Sierra, Inc. (a)	2,524,300		14,590
Samsung Electronics Co. Ltd.	28,313		37,681
STMicroelectronics NV	1,024,500		8,857
STMicroelectronics NV (NY Shares) unit (d)	1,817,000		15,681
			834,223
Software - 5.1%
Activision Blizzard, Inc.	4,771,500		54,347
Allot Communications Ltd. (a)	200,000		2,758
Check Point Software Technologies Ltd. (a)	243,400		12,170
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
Citrix Systems, Inc. (a)	746,800		$ 54,636
Electronic Arts, Inc. (a)	4,830,200		75,979
Guidewire Software, Inc.	248,300		8,224
Microsoft Corp.	5,246,689		144,127
Oracle Corp.	3,052,000		108,377
QLIK Technologies, Inc. (a)	767,063		17,036
Qualys, Inc.	585,400		7,669
Red Hat, Inc. (a)	1,115,700		61,988
salesforce.com, Inc. (a)	1,340,065		230,665
ServiceNow, Inc. (d)	522,500		14,484
Splunk, Inc.	196,000		6,460
Take-Two Interactive Software, Inc. (a)	1,728,900		21,041
Ubisoft Entertainment SA (a)	881,104		8,506
VMware, Inc. Class A (a)	681,500		52,121
Workday, Inc.	222,900		11,907
Zynga, Inc. (a)	1,073,100		2,908
			895,403
TOTAL INFORMATION TECHNOLOGY			5,609,754
MATERIALS - 2.5%
Chemicals - 2.2%
Airgas, Inc.	37,000		3,524
Albemarle Corp.	215,600		13,218
Ashland, Inc.	505,900		39,718
Axiall Corp. (d)	421,300		23,669
Eastman Chemical Co.	616,500		43,864
LyondellBasell Industries NV Class A	757,900		48,066
Mexichem SAB de CV	3,322,800		18,795
Monsanto Co.	1,754,600		177,829
The Dow Chemical Co.	403,800		13,002
Westlake Chemical Corp.	139,000		12,769
			394,454
Construction Materials - 0.2%
Eagle Materials, Inc.	103,200		6,684
Vulcan Materials Co.	393,700		22,268
			28,952
Metals & Mining - 0.1%
Vale SA sponsored ADR	842,500		16,993
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Paper & Forest Products - 0.0%
International Paper Co.	186,000		$ 7,704
TOTAL MATERIALS			448,103
UTILITIES - 0.1%
Multi-Utilities - 0.1%
Sempra Energy	122,700		9,209
TOTAL COMMON STOCKS (Cost $12,819,917)		17,490,945
Nonconvertible Preferred Stocks - 0.5%

CONSUMER DISCRETIONARY - 0.5%
Automobiles - 0.5%
Volkswagen AG	399,200		98,731
TOTAL NONCONVERTIBLE PREFERRED STOCKS (Cost $45,989)		98,731
Money Market Funds - 2.4%

Fidelity Cash Central Fund, 0.16% (b)	56,139,834		56,140
Fidelity Securities Lending Cash Central Fund, 0.15% (b)(c)	362,846,828		362,847
TOTAL MONEY MARKET FUNDS (Cost $418,987)		418,987
TOTAL INVESTMENT PORTFOLIO - 102.3% (Cost $13,284,893)			18,008,663
NET OTHER ASSETS (LIABILITIES) - (2.3)%			(406,939)
NET ASSETS - 100%		$ 17,601,724

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)
Dropbox, Inc.	5/2/12	$ 9,084

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	$ 31
Fidelity Securities Lending Cash Central Fund	4,596
Total	$ 4,627

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Parsvnath Developers Ltd.	$ 15,302	$ -	$ -	$ -	$ 16,755
Total	$ 15,302	$ -	$ -	$ -	$ 16,755

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 3,689,446	$ 3,689,446	$ -	$ -
Consumer Staples	2,675,574	2,667,945	7,629	-
Energy	725,002	725,002	-	-
Financials	672,672	659,556	13,116	-
Health Care	1,849,883	1,849,883	-	-
Industrials	1,910,033	1,907,204	2,829	-
Information Technology	5,609,754	5,571,588	29,082	9,084
Materials	448,103	448,103	-	-
Utilities	9,209	9,209	-	-
Money Market Funds	418,987	418,987	-	-
Total Investments in Securities:	$ 18,008,663	$ 17,946,923	$ 52,656	$ 9,084

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	January 31, 2013 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $357,634) - See accompanying schedule: Unaffiliated issuers (cost $12,835,055)	$ 17,572,921
Fidelity Central Funds (cost $418,987)	418,987
Other affiliated issuers (cost $30,851)	16,755
Total Investments (cost $13,284,893)		$ 18,008,663
Receivable for investments sold		138,541
Receivable for fund shares sold		14,457
Dividends receivable		7,023
Distributions receivable from Fidelity Central Funds		926
Prepaid expenses		36
Other receivables		1,696
Total assets		18,171,342

Liabilities
Payable to custodian bank	$ 10,901
Payable for investments purchased	161,492
Payable for fund shares redeemed	23,462
Accrued management fee	8,180
Other affiliated payables	2,104
Other payables and accrued expenses	632
Collateral on securities loaned, at value	362,847
Total liabilities		569,618

Net Assets		$ 17,601,724
Net Assets consist of:
Paid in capital		$ 12,695,247
Undistributed net investment income		3,237
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		179,372
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		4,723,868
Net Assets		$ 17,601,724

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	January 31, 2013 (Unaudited)

Blue Chip Growth: Net Asset Value, offering price and redemption price per share ($11,681,808 ÷ 228,007 shares)		$ 51.23

Class K: Net Asset Value, offering price and redemption price per share ($2,860,076 ÷ 55,776 shares)		$ 51.28

Class F: Net Asset Value, offering price and redemption price per share ($3,059,840 ÷ 59,620 shares)		$ 51.32

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

Semiannual Report

Statement of Operations

Amounts in thousands Six months ended January 31, 2013 (Unaudited)

Investment Income
Dividends		$ 128,876
Income from Fidelity Central Funds		4,627
Total income		133,503

Expenses
Management fee Basic fee	$ 44,197
Performance adjustment	256
Transfer agent fees	11,482
Accounting and security lending fees	785
Custodian fees and expenses	177
Independent trustees' compensation	52
Registration fees	71
Audit	58
Legal	43
Interest	4
Miscellaneous	60
Total expenses before reductions	57,185
Expense reductions	(1,876)	55,309
Net investment income (loss)		78,194
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	493,970
Foreign currency transactions	(404)
Total net realized gain (loss)		493,566
Change in net unrealized appreciation (depreciation) on: Investment securities	999,259
Assets and liabilities in foreign currencies	126
Total change in net unrealized appreciation (depreciation)		999,385
Net gain (loss)		1,492,951
Net increase (decrease) in net assets resulting from operations		$ 1,571,145

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Six months ended January 31, 2013 (Unaudited)	Year ended July 31, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 78,194	$ 35,383
Net realized gain (loss)	493,566	(37,431)
Change in net unrealized appreciation (depreciation)	999,385	271,789
Net increase (decrease) in net assets resulting from operations	1,571,145	269,741
Distributions to shareholders from net investment income	(85,342)	(15,666)
Distributions to shareholders from net realized gain	(230,904)	(480,841)
Total distributions	(316,246)	(496,507)
Share transactions - net increase (decrease)	1,527,111	656,032
Total increase (decrease) in net assets	2,782,010	429,266

Net Assets
Beginning of period	14,819,714	14,390,448
End of period (including undistributed net investment income of $3,237 and undistributed net investment income of $10,385, respectively)	$ 17,601,724	$ 14,819,714

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

Semiannual Report

Financial Highlights - Blue Chip Growth

	Six months ended January 31, 2013	Years ended July 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 47.38	$ 48.17	$ 37.63	$ 31.97	$ 39.06	$ 46.88
Income from Investment Operations
Net investment income (loss) ^D	.23	.10	(.03)	.04	.27	.35
Net realized and unrealized gain (loss)	4.53	.75	10.61	5.80	(6.36)	(2.89)
Total from investment operations	4.76	.85	10.58	5.84	(6.09)	(2.54)
Distributions from net investment income	(.23)	(.04)	(.00) ^{H, I}	(.18)	(.29)	(.33)
Distributions from net realized gain	(.68)	(1.60)	(.04) ^I	-	(.71)	(4.95)
Total distributions	(.91)	(1.64)	(.04)	(.18)	(1.00)	(5.28)
Net asset value, end of period	$ 51.23	$ 47.38	$ 48.17	$ 37.63	$ 31.97	$ 39.06
Total Return ^{B, C}	10.15%	2.27%	28.12%	18.29%	(15.85)%	(6.30)%
Ratios to Average Net Assets ^{E, G}
Expenses before reductions	.77% ^A	.90%	.94%	.94%	.76%	.58%
Expenses net of fee waivers, if any	.77% ^A	.90%	.94%	.94%	.76%	.58%
Expenses net of all reductions	.75% ^A	.89%	.92%	.93%	.76%	.57%
Net investment income (loss)	.93% ^A	.21%	(.06)%	.10%	.93%	.81%
Supplemental Data
Net assets, end of period (in millions)	$ 11,682	$ 10,595	$ 12,024	$ 10,295	$ 9,691	$ 13,349
Portfolio turnover rate ^F	79% ^A	95%	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 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 Amount represents less than $.01 per share. ^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.

Semiannual Report

Financial Highlights - Class K

	Six months ended January 31, 2013	Years ended July 31,
	(Unaudited)	2012	2011	2010	2009	2008 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 47.46	$ 48.21	$ 37.66	$ 32.01	$ 39.07	$ 41.81
Income from Investment Operations
Net investment income (loss) ^D	.27	.17	.05	.11	.32	.10
Net realized and unrealized gain (loss)	4.53	.75	10.62	5.79	(6.33)	(2.84)
Total from investment operations	4.80	.92	10.67	5.90	(6.01)	(2.74)
Distributions from net investment income	(.30)	(.08)	(.05) ^J	(.25)	(.34)	-
Distributions from net realized gain	(.68)	(1.60)	(.07) ^J	-	(.71)	-
Total distributions	(.98)	(1.67) ^I	(.12)	(.25)	(1.05)	-
Net asset value, end of period	$ 51.28	$ 47.46	$ 48.21	$ 37.66	$ 32.01	$ 39.07
Total Return ^{B, C}	10.23%	2.43%	28.37%	18.48%	(15.61)%	(6.55)%
Ratios to Average Net Assets ^{E, H}
Expenses before reductions	.63% ^A	.74%	.77%	.75%	.53%	.41% ^A
Expenses net of fee waivers, if any	.63% ^A	.74%	.77%	.75%	.53%	.41% ^A
Expenses net of all reductions	.60% ^A	.73%	.76%	.74%	.52%	.41% ^A
Net investment income (loss)	1.08% ^A	.37%	.11%	.30%	1.16%	1.09% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,860,076	$ 2,467,455	$ 1,454,854	$ 931,601	$ 590,673	$ 93
Portfolio turnover rate ^F	79% ^A	95%	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 Total distributions of $1.67 per share is comprised of distributions from net investment income of $.076 and distributions from net realized gain of $1.598 per share. ^J The amount shown reflects certain reclassifications related to book to tax differences.

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

Semiannual Report

Financial Highlights - Class F

	Six months ended January 31, 2013	Years ended July 31,
	(Unaudited)	2012	2011	2010	2009 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 47.51	$ 48.24	$ 37.69	$ 31.98	$ 29.16
Income from Investment Operations
Net investment income (loss) ^D	.28	.19	.07	.13	- ^I
Net realized and unrealized gain (loss)	4.54	.76	10.61	5.80	2.82
Total from investment operations	4.82	.95	10.68	5.93	2.82
Distributions from net investment income	(.33)	(.08)	(.06) ^K	(.22)	-
Distributions from net realized gain	(.68)	(1.60)	(.08) ^K	-	-
Total distributions	(1.01)	(1.68)	(.13) ^J	(.22)	-
Net asset value, end of period	$ 51.32	$ 47.51	$ 48.24	$ 37.69	$ 31.98
Total Return ^{B, C}	10.25%	2.49%	28.41%	18.59%	9.67%
Ratios to Average Net Assets ^{E, H}
Expenses before reductions	.58% ^A	.69%	.72%	.70%	.51% ^A
Expenses net of fee waivers, if any	.58% ^A	.69%	.72%	.70%	.51% ^A
Expenses net of all reductions	.55% ^A	.68%	.71%	.68%	.51% ^A
Net investment income (loss)	1.13% ^A	.42%	.16%	.35%	(.05)% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 3,059,840	$ 1,756,916	$ 911,556	$ 321,409	$ 261
Portfolio turnover rate ^F	79% ^A	95%	132%	135%	134%

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

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2013 (Unaudited)

(Amounts in thousands except percentages)

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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

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)

Valuation techniques used to value the Fund's investments by major category are as follows:

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

limited, assumptions about market activity and risk are used and these securities are generally 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 (NAV) each business day and are categorized as Level 1 in the hierarchy.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

Semiannual 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	$ 4,869,022
Gross unrealized depreciation	(211,495)
Net unrealized appreciation (depreciation) on securities and other investments	$ 4,657,527

Tax cost	$ 13,351,136

Fiscal year of expiration
No expiration
Short-term	$ (7,155)

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $7,546,033 and $6,248,230, respectively.

5. Fees and Other Transactions with Affiliates.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

	Amount	% of Average Net Assets*
Blue Chip Growth	$ 10,821	.20
Class K	661	.05
	$ 11,482

* Annualized

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Interfund Lending Program - continued

The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 9,561	.42%	$ 4

6. Committed Line of Credit.

7. Security Lending.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

7. Security Lending - continued

8. Expense Reductions.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended January 31, 2013	Year ended July 31, 2012
From net investment income
Blue Chip Growth	$ 51,844	$ 10,644
Class K	16,348	2,860
Class F	17,150	2,162
Total	$ 85,342	$ 15,666
From net realized gain
Blue Chip Growth	$ 155,106	$ 397,250
Class K	36,829	51,295
Class F	38,969	32,296
Total	$ 230,904	$ 480,841

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended January 31, 2013	Year ended July 31, 2012	Six months ended January 31, 2013	Year ended July 31, 2012
Blue Chip Growth
Shares sold	28,001 ^A	42,825	$ 1,389,860 ^A	$ 1,970,082
Reinvestment of distributions	4,171	9,668	202,506	399,689
Shares redeemed	(27,772)	(78,498)	(1,376,422)	(3,530,347)
Net increase (decrease)	4,400	(26,005)	$ 215,944	$ (1,160,576)

Semiannual Report

10. Share Transactions - continued

	Shares		Dollars
	Six months ended January 31, 2013	Year ended July 31, 2012	Six months ended January 31, 2013	Year ended July 31, 2012
Class K
Shares sold	8,955	29,866	$ 444,553	$ 1,366,770
Reinvestment of distributions	1,092	1,309	53,177	54,155
Shares redeemed	(6,262)	(9,363)	(310,869)	(426,597)
Net increase (decrease)	3,785	21,812	$ 186,861	$ 994,328
Class F
Shares sold	22,805 ^A	19,170	$ 1,133,822 ^A	$ 873,960
Reinvestment of distributions	1,153	832	56,119	34,458
Shares redeemed	(1,318)	(1,918)	(65,635)	(86,138)
Net increase (decrease)	22,640	18,084	$ 1,124,306	$ 822,280

^AAmount includes in-kind exchanges (see Note 5: Exchanges In-Kind)

11. Other.

At the end of the period, the Fidelity Freedom Funds and the Fidelity Freedom K Funds were the owners of record in the aggregate of approximately 33% of the total outstanding shares of the Fund.

Semiannual 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

Smithfield, RI

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

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St St., Boston, MA 02210
www.fidelity.com

BCF-F-SANN-0313
1.891666.103

Fidelity®

Blue Chip Value

Fund

Semiannual Report

January 31, 2013

(Fidelity Cover Art)

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.

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.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual 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 (August 1, 2012 to January 31, 2013).

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.

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio	Beginning Account Value August 1, 2012	Ending Account Value January 31, 2013	Expenses Paid During Period* August 1, 2012 to January 31, 2013
Actual	.64%	$ 1,000.00	$ 1,158.10	$ 3.48
Hypothetical (5% return per year before expenses)		$ 1,000.00	$ 1,021.98	$ 3.26

* Expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of January 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
General Electric Co.	4.4	4.0
Pfizer, Inc.	4.3	4.4
Merck & Co., Inc.	4.3	3.5
Citigroup, Inc.	3.5	2.7
Chevron Corp.	3.0	3.3
Exxon Mobil Corp.	2.8	4.3
Anadarko Petroleum Corp.	2.6	2.4
Aozora Bank Ltd.	2.6	2.6
Textron, Inc.	2.3	1.9
Procter & Gamble Co.	2.3	1.2
	32.1
Top Five Market Sectors as of January 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	26.4	24.3
Energy	14.3	15.7
Health Care	11.9	15.2
Information Technology	10.7	9.8
Industrials	7.8	6.9

Asset Allocation (% of fund's net assets)
As of January 31, 2013 *			As of July 31, 2012 **
	Stocks 95.6%			Stocks 96.6%
	Short-Term Investments and Net Other Assets (Liabilities) 4.4%			Short-Term Investments and Net Other Assets (Liabilities) 3.4%
* Foreign investments		6.9%	** Foreign investments		9.3%

bcv446

Semiannual Report

Investments January 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 95.6%
	Shares		Value
CONSUMER DISCRETIONARY - 6.9%
Diversified Consumer Services - 2.3%
Apollo Group, Inc. Class A (non-vtg.) (a)	154,380		$ 3,121,564
DeVry, Inc. (d)	111,831		2,814,786
			5,936,350
Household Durables - 1.1%
Garmin Ltd. (d)	70,974		2,689,205
Media - 2.5%
DISH Network Corp. Class A	65,052		2,424,488
Washington Post Co. Class B (d)	10,575		4,078,566
			6,503,054
Multiline Retail - 1.0%
J.C. Penney Co., Inc. (d)	128,736		2,617,203
TOTAL CONSUMER DISCRETIONARY			17,745,812
CONSUMER STAPLES - 7.5%
Beverages - 0.2%
PepsiCo, Inc.	8,736		636,418
Food & Staples Retailing - 1.9%
CVS Caremark Corp.	51,113		2,616,986
Wal-Mart Stores, Inc.	33,081		2,314,016
			4,931,002
Food Products - 3.1%
Kraft Foods Group, Inc.	73,975		3,419,125
Mondelez International, Inc.	162,631		4,519,515
			7,938,640
Household Products - 2.3%
Procter & Gamble Co.	77,508		5,825,501
TOTAL CONSUMER STAPLES			19,331,561
ENERGY - 14.3%
Energy Equipment & Services - 3.4%
Cameron International Corp. (a)	57,859		3,663,053
Halliburton Co.	100,152		4,074,183
Weatherford International Ltd. (a)	70,640		943,044
			8,680,280
Oil, Gas & Consumable Fuels - 10.9%
Anadarko Petroleum Corp.	83,234		6,660,385
Apache Corp.	14,700		1,231,272
Common Stocks - continued
	Shares		Value
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Chevron Corp.	67,533		$ 7,776,425
Exxon Mobil Corp.	80,675		7,258,330
Occidental Petroleum Corp.	47,953		4,232,811
The Williams Companies, Inc.	19,400		679,970
			27,839,193
TOTAL ENERGY			36,519,473
FINANCIALS - 26.4%
Capital Markets - 4.5%
Bank of New York Mellon Corp.	63,000		1,711,080
E*TRADE Financial Corp. (a)	477,215		5,063,251
Goldman Sachs Group, Inc.	11,547		1,707,339
State Street Corp.	55,151		3,069,153
			11,550,823
Commercial Banks - 9.0%
Aozora Bank Ltd.	2,345,000		6,590,464
Comerica, Inc.	15,900		546,324
Fifth Third Bancorp	143,200		2,332,728
KeyCorp	556,759		5,233,535
PNC Financial Services Group, Inc.	7,803		482,225
U.S. Bancorp	45,897		1,519,191
Wells Fargo & Co.	132,798		4,625,354
Zions Bancorporation	70,837		1,651,919
			22,981,740
Consumer Finance - 1.4%
Capital One Financial Corp.	61,500		3,463,680
Diversified Financial Services - 6.2%
Bank of America Corp.	182,635		2,067,428
Citigroup, Inc.	211,937		8,935,264
JPMorgan Chase & Co.	99,216		4,668,113
			15,670,805
Insurance - 4.5%
Allstate Corp.	36,400		1,597,960
Assurant, Inc.	28,279		1,081,389
MetLife, Inc.	27,291		1,019,046
RenaissanceRe Holdings Ltd.	29,052		2,488,013
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Insurance - continued
The Chubb Corp.	24,016		$ 1,928,725
XL Group PLC Class A	122,726		3,401,965
			11,517,098
Real Estate Investment Trusts - 0.6%
Weyerhaeuser Co.	53,394		1,608,227
Thrifts & Mortgage Finance - 0.2%
Radian Group, Inc.	87,999		565,834
TOTAL FINANCIALS			67,358,207
HEALTH CARE - 11.9%
Health Care Providers & Services - 0.3%
HCA Holdings, Inc.	21,842		822,351
Pharmaceuticals - 11.6%
Bristol-Myers Squibb Co.	34,191		1,235,663
Eli Lilly & Co.	18,363		985,909
Johnson & Johnson	56,028		4,141,590
Merck & Co., Inc.	252,508		10,920,971
Pfizer, Inc.	401,653		10,957,094
Sanofi SA sponsored ADR	25,221		1,227,758
Zoetis, Inc. Class A	2,700		70,200
			29,539,185
TOTAL HEALTH CARE			30,361,536
INDUSTRIALS - 7.8%
Aerospace & Defense - 2.3%
Textron, Inc.	207,919		5,979,750
Construction & Engineering - 1.1%
Jacobs Engineering Group, Inc. (a)	59,949		2,884,146
Industrial Conglomerates - 4.4%
General Electric Co.	501,531		11,174,111
TOTAL INDUSTRIALS			20,038,007
INFORMATION TECHNOLOGY - 10.7%
Communications Equipment - 1.0%
Cisco Systems, Inc.	122,700		2,523,939
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Computers & Peripherals - 2.2%
Dell, Inc.	54,100		$ 716,284
Hewlett-Packard Co.	301,064		4,970,567
			5,686,851
Internet Software & Services - 1.9%
Yahoo!, Inc. (a)	244,086		4,791,408
Office Electronics - 1.1%
Xerox Corp.	345,075		2,764,051
Semiconductors & Semiconductor Equipment - 1.3%
Advanced Micro Devices, Inc. (a)(d)	145,214		377,556
Intel Corp.	31,015		652,556
Micron Technology, Inc. (a)	296,053		2,238,161
			3,268,273
Software - 3.2%
Comverse Technology, Inc.	806,121		3,514,688
Comverse, Inc.	93,732		2,706,980
Microsoft Corp.	30,158		828,440
Symantec Corp. (a)	54,190		1,179,716
			8,229,824
TOTAL INFORMATION TECHNOLOGY			27,264,346
MATERIALS - 4.2%
Chemicals - 1.0%
The Dow Chemical Co.	80,016		2,576,515
Metals & Mining - 2.4%
Freeport-McMoRan Copper & Gold, Inc.	32,645		1,150,736
Newmont Mining Corp.	114,400		4,914,624
			6,065,360
Paper & Forest Products - 0.8%
International Paper Co.	53,461		2,214,355
TOTAL MATERIALS			10,856,230
TELECOMMUNICATION SERVICES - 2.4%
Diversified Telecommunication Services - 0.1%
AT&T, Inc.	6,535		227,353
Common Stocks - continued
	Shares		Value
TELECOMMUNICATION SERVICES - continued
Wireless Telecommunication Services - 2.3%
Sprint Nextel Corp. (a)	1,034,130		$ 5,822,152
TOTAL TELECOMMUNICATION SERVICES			6,049,505
UTILITIES - 3.5%
Electric Utilities - 2.3%
Edison International	75,969		3,660,946
FirstEnergy Corp.	15,403		623,667
NextEra Energy, Inc.	21,017		1,514,275
			5,798,888
Multi-Utilities - 1.2%
Sempra Energy	40,800		3,062,040
TOTAL UTILITIES			8,860,928
TOTAL COMMON STOCKS (Cost $241,450,452)		244,385,605
Money Market Funds - 7.6%

Fidelity Cash Central Fund, 0.16% (b)	10,123,891		10,123,891
Fidelity Securities Lending Cash Central Fund, 0.15% (b)(c)	9,234,064		9,234,064
TOTAL MONEY MARKET FUNDS (Cost $19,357,955)		19,357,955
TOTAL INVESTMENT PORTFOLIO - 103.2% (Cost $260,808,407)			263,743,560
NET OTHER ASSETS (LIABILITIES) - (3.2)%			(8,286,270)
NET ASSETS - 100%		$ 255,457,290

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	$ 7,967
Fidelity Securities Lending Cash Central Fund	74,053
Total	$ 82,020

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. 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, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

The following is a summary of transfers between Level 1 and Level 2 for the period ended January 31, 2013. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers	Total
Level 1 to Level 2	$ 0
Level 2 to Level 1	$ 6,089,898

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	January 31, 2013 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $8,763,066) - See accompanying schedule: Unaffiliated issuers (cost $241,450,452)	$ 244,385,605
Fidelity Central Funds (cost $19,357,955)	19,357,955
Total Investments (cost $260,808,407)		$ 263,743,560
Receivable for investments sold		9,459,170
Receivable for fund shares sold		253,343
Dividends receivable		256,537
Distributions receivable from Fidelity Central Funds		23,239
Prepaid expenses		248
Other receivables		33,205
Total assets		273,769,302

Liabilities
Payable for investments purchased	$ 8,563,910
Payable for fund shares redeemed	355,370
Accrued management fee	59,571
Other affiliated payables	65,051
Other payables and accrued expenses	34,046
Collateral on securities loaned, at value	9,234,064
Total liabilities		18,312,012

Net Assets		$ 255,457,290
Net Assets consist of:
Paid in capital		$ 416,549,487
Distributions in excess of net investment income		(1,207,765)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(162,819,359)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		2,934,927
Net Assets, for 22,078,983 shares outstanding		$ 255,457,290
Net Asset Value, offering price and redemption price per share ($255,457,290 ÷ 22,078,983 shares)		$ 11.57

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

Semiannual Report

Financial Statements - continued

Statement of Operations

	Six months ended January 31, 2013 (Unaudited)

Investment Income
Dividends		$ 3,030,802
Interest		52
Income from Fidelity Central Funds		82,020
Total income		3,112,874

Expenses
Management fee Basic fee	$ 681,761
Performance adjustment	(348,590)
Transfer agent fees	349,492
Accounting and security lending fees	48,868
Custodian fees and expenses	13,328
Independent trustees' compensation	804
Registration fees	6,442
Audit	29,871
Legal	901
Miscellaneous	1,267
Total expenses before reductions	784,144
Expense reductions	(54,517)	729,627
Net investment income (loss)		2,383,247
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	6,994,318
Foreign currency transactions	5,508
Futures contracts	(39,149)
Total net realized gain (loss)		6,960,677
Change in net unrealized appreciation (depreciation) on: Investment securities	26,570,798
Assets and liabilities in foreign currencies	(224)
Total change in net unrealized appreciation (depreciation)		26,570,574
Net gain (loss)		33,531,251
Net increase (decrease) in net assets resulting from operations		$ 35,914,498

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

Semiannual Report

Statement of Changes in Net Assets

	Six months ended January 31, 2013 (Unaudited)	Year ended July 31, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 2,383,247	$ 5,880,195
Net realized gain (loss)	6,960,677	(30,053,867)
Change in net unrealized appreciation (depreciation)	26,570,574	4,531,869
Net increase (decrease) in net assets resulting from operations	35,914,498	(19,641,803)
Distributions to shareholders from net investment income	(6,479,162)	(6,210,896)
Share transactions Proceeds from sales of shares	16,661,048	50,616,788
Reinvestment of distributions	6,279,261	6,061,422
Cost of shares redeemed	(35,050,447)	(225,740,112)
Net increase (decrease) in net assets resulting from share transactions	(12,110,138)	(169,061,902)
Total increase (decrease) in net assets	17,325,198	(194,914,601)

Net Assets
Beginning of period	238,132,092	433,046,693
End of period (including distribution in excess of net investment income of $1,207,765 and undistributed net investment income of $2,888,150, respectively)	$ 255,457,290	$ 238,132,092
Other Information Shares
Sold	1,524,959	5,083,409
Issued in reinvestment of distributions	585,069	639,450
Redeemed	(3,232,363)	(22,414,922)
Net increase (decrease)	(1,122,335)	(16,692,063)

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

Semiannual Report

Financial Highlights

	Six months ended January 31, 2013	Years ended July 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 10.26	$ 10.86	$ 9.82	$ 8.95	$ 12.15	$ 15.46
Income from Investment Operations
Net investment income (loss) ^D	.11	.18	.14	.10	.16	.21
Net realized and unrealized gain (loss)	1.49	(.62)	1.04	.90	(3.17)	(2.68)
Total from investment operations	1.60	(.44)	1.18	1.00	(3.01)	(2.47)
Distributions from net investment income	(.29)	(.16)	(.14)	(.13)	(.18)	(.16)
Distributions from net realized gain	-	-	(.01)	-	(.01)	(.68)
Total distributions	(.29)	(.16)	(.14) ^H	(.13)	(.19)	(.84)
Net asset value, end of period	$ 11.57	$ 10.26	$ 10.86	$ 9.82	$ 8.95	$ 12.15
Total Return ^{B, C}	15.81%	(3.95)%	12.14%	11.20%	(24.89)%	(16.86)%
Ratios to Average Net Assets ^{E, G}
Expenses before reductions	.64% ^A	.77%	.75%	.87%	.77%	.92%
Expenses net of fee waivers, if any	.64% ^A	.77%	.75%	.87%	.77%	.92%
Expenses net of all reductions	.60% ^A	.76%	.74%	.86%	.77%	.91%
Net investment income (loss)	1.94% ^A	1.76%	1.31%	1.05%	1.87%	1.46%
Supplemental Data
Net assets, end of period (000 omitted)	$ 255,457	$ 238,132	$ 433,047	$ 324,913	$ 332,765	$ 517,730
Portfolio turnover rate ^F	96% ^A	102%	141%	59%	69%	61%

^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 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.

^H 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.

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2013 (Unaudited)

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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

used in determining fair value vary by investment type and may include market or investment specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

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)

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 (NAV) each business day and are categorized as Level 1 in the hierarchy.

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 January 31, 2013, including information on transfers between Levels 1 and 2, is included at the end of the Fund's Schedule of Investments.

Semiannual Report

3. Significant Accounting Policies - continued

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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

realized gains. As a result, no provision for income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. A fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. 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 futures transaction, foreign currency transactions, partnerships, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

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

Gross unrealized appreciation	$ 21,263,259
Gross unrealized depreciation	(24,700,969)
Net unrealized appreciation (depreciation) on securities and other investments	$ (3,437,710)

Tax cost	$ 267,181,270

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

At July 31, 2012, capital loss carryforwards were as follows:

Fiscal year of expiration

2017	$ (76,906,749)
2018	(55,500,128)
Total with expiration	(132,406,877)
No expiration
Short-term	(15,176,947)
Long-term	(3,825,520)
Total no expiration	(19,002,467)
Total capital loss carryforward	$ (151,409,344)

The Fund intends to elect to defer to its fiscal year ending July 31, 2013, approximately $11,785,043 of capital losses recognized during the period November 1, 2011 to July 31, 2012.

New Accounting Pronouncement. In December 2011, the Financial Accounting Standards Board issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The update creates new disclosure requirements requiring entities to disclose both gross and net information for derivatives and other financial instruments that are either offset in the Statement of Assets and Liabilities or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management is currently evaluating the impact of the update's adoption on the Fund's financial statement disclosures.

4. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund's investment objective allows the Fund to enter into various types of derivative contracts, including futures contracts. Derivatives are investments whose value is primarily derived from underlying assets, indices or reference rates and may be transacted on an exchange or over-the-counter (OTC). Derivatives may involve a future commitment to buy or sell a specified asset based on specified terms, to exchange future cash flows at periodic intervals based on a notional principal amount, or for one party to make one or more payments upon the occurrence of specified events in exchange for periodic payments from the other party.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

The Fund used derivatives to increase returns and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

The Fund's use of derivatives increased or decreased its exposure to the following risk:

Equity Risk

Equity risk relates to the fluctuations in the value of financial instruments as a result of changes in market prices (other than those arising from interest rate risk or foreign exchange risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment.

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Counterparty credit risk related to exchange-traded futures contracts is mitigated by the protection provided by the exchange on which they trade.

Investing in derivatives may involve greater risks than investing in the underlying assets directly and, to varying degrees, may involve risk of loss in excess of any initial investment and collateral received and amounts recognized in the Statement of Assets and Liabilities. In addition, there may be the risk that the change in value of the derivative contract does not correspond to the change in value of the underlying instrument.

Futures Contracts. A futures contract is an agreement between two parties to buy or sell a specified underlying instrument for a fixed price at a specified future date. The Fund used futures contracts to manage its exposure to the stock market.

Upon entering into a futures contract, a fund is required to deposit either cash or securities (initial margin) with a clearing broker in an amount equal to a certain percentage of the face value of the contract. Futures contracts are marked-to-market daily and subsequent payments (variation margin) are made or received by a fund depending on the daily fluctuations in the value of the futures contracts and are recorded as unrealized appreciation or (depreciation). This receivable and/or payable, if any, is included in daily variation margin on futures contracts in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract.

During the period the Fund recognized net realized gain (loss) of ($39,149) related to its investment in futures contracts. This amount is included in the Statement of Operations.

Semiannual Report

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $112,566,298 and $129,153,043, 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 an annualized 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 annualized management fee rate, including the performance adjustment, was .27% 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 annualized rate of .29% of average net assets.

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 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 $298 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

8. Security Lending.

9. 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 $54,514 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 $3.

10. Other.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Japan) Inc.

Fidelity Management & Research
(Hong Kong) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.
Boston, MA

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

Fidelity Automated Service
Telephone (FAST®) bcv412
1-800-544-5555

Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St St., Boston, MA 02210
www.fidelity.com

BCV-USAN-0313
1.789732.110

Fidelity®

Growth & Income

Portfolio

Semiannual Report

January 31, 2013

(Fidelity Cover Art)

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.

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.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual 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 (August 1, 2012 to January 31, 2013).

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio	Beginning Account Value August 1, 2012	Ending Account Value January 31, 2013	Expenses Paid During Period* August 1, 2012 to January 31, 2013
Growth and Income	.69%
Actual		$ 1,000.00	$ 1,124.60	$ 3.70
Hypothetical^A		$ 1,000.00	$ 1,021.73	$ 3.52
Class K	.53%
Actual		$ 1,000.00	$ 1,124.90	$ 2.84
Hypothetical^A		$ 1,000.00	$ 1,022.53	$ 2.70

^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 184/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of January 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
JPMorgan Chase & Co.	3.8	3.6
Apple, Inc.	3.4	5.2
Chevron Corp.	3.1	3.5
Wells Fargo & Co.	3.0	3.6
General Electric Co.	2.8	2.5
Procter & Gamble Co.	2.3	2.1
Microsoft Corp.	2.0	1.9
Merck & Co., Inc.	1.9	2.0
Comcast Corp. Class A	1.8	2.1
Exxon Mobil Corp.	1.8	2.5
	25.9
Top Five Market Sectors as of January 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	19.8	16.8
Information Technology	15.9	17.5
Industrials	12.3	12.8
Health Care	12.0	11.6
Energy	11.9	12.4

Asset Allocation (% of fund's net assets)
As of January 31, 2013 *			As of July 31, 2012 **
	Stocks 98.5%			Stocks 98.4%
	Bonds 0.0%			Bonds 0.2%
	Convertible Securities 1.2%			Convertible Securities 0.8%
	Short-Term Investments and Net Other Assets (Liabilities) 0.3%			Short-Term Investments and Net Other Assets (Liabilities) 0.6%
* Foreign investments		10.8%	** Foreign investments		11.8%

bcv466

Semiannual Report

Investments January 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.5%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 10.7%
Auto Components - 0.5%
Gentex Corp.	884,902		$ 16,928
Johnson Controls, Inc.	481,080		14,957
			31,885
Automobiles - 0.2%
Ford Motor Co.	1,177,600		15,250
Distributors - 0.1%
Genuine Parts Co.	6,712		457
Li & Fung Ltd.	1,174,000		1,650
LKQ Corp. (a)	133,700		2,994
			5,101
Hotels, Restaurants & Leisure - 1.4%
McDonald's Corp.	604,646		57,617
Wyndham Worldwide Corp.	162,900		9,088
Wynn Resorts Ltd.	2,500		313
Yum! Brands, Inc.	294,088		19,098
			86,116
Media - 4.6%
Comcast Corp. Class A	2,899,000		110,394
McGraw-Hill Companies, Inc.	69,200		3,980
Scripps Networks Interactive, Inc. Class A	217,825		13,455
The Walt Disney Co.	303,368		16,345
Thomson Reuters Corp.	391,400		11,988
Time Warner, Inc.	1,818,082		91,850
Viacom, Inc. Class B (non-vtg.)	456,218		27,533
			275,545
Multiline Retail - 1.9%
Kohl's Corp.	229,536		10,625
Target Corp.	1,698,865		102,628
			113,253
Specialty Retail - 2.0%
Lowe's Companies, Inc.	2,726,995		104,144
Staples, Inc.	1,098,032		14,801
			118,945
TOTAL CONSUMER DISCRETIONARY			646,095
CONSUMER STAPLES - 11.6%
Beverages - 3.1%
Dr. Pepper Snapple Group, Inc.	639,670		28,830
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Beverages - continued
Molson Coors Brewing Co. Class B	236,582		$ 10,689
PepsiCo, Inc.	893,380		65,083
The Coca-Cola Co.	2,285,101		85,097
			189,699
Food & Staples Retailing - 2.2%
CVS Caremark Corp.	606,104		31,033
Kroger Co.	411,021		11,385
Safeway, Inc.	771,196		14,846
Walgreen Co.	1,863,789		74,477
			131,741
Food Products - 1.1%
Bunge Ltd.	45,000		3,585
Danone SA	221,479		15,349
Kellogg Co.	695,461		40,684
Mead Johnson Nutrition Co. Class A	116,194		8,831
			68,449
Household Products - 3.3%
Kimberly-Clark Corp.	692,204		61,959
Procter & Gamble Co.	1,835,992		137,993
			199,952
Tobacco - 1.9%
British American Tobacco PLC sponsored ADR	654,959		68,050
Lorillard, Inc.	1,123,807		43,907
			111,957
TOTAL CONSUMER STAPLES			701,798
ENERGY - 11.7%
Energy Equipment & Services - 1.5%
Canadian Energy Services & Tech Credit	41,700		489
Core Laboratories NV (d)	55,256		7,053
Ensco PLC Class A	77,993		4,958
Exterran Partners LP	233,521		5,483
Halliburton Co.	1,096,004		44,585
Pason Systems, Inc.	48,400		825
Schlumberger Ltd.	359,719		28,076
			91,469
Oil, Gas & Consumable Fuels - 10.2%
Apache Corp.	170,871		14,312
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Atlas Pipeline Partners LP	333,824		$ 11,530
BG Group PLC	337,500		5,995
BP PLC sponsored ADR	656,784		29,240
Canadian Natural Resources Ltd.	840,900		25,394
Chevron Corp.	1,612,489		185,678
Exxon Mobil Corp.	1,197,194		107,712
Legacy Reserves LP	138,330		3,479
Markwest Energy Partners LP	412,635		22,786
Occidental Petroleum Corp.	676,703		59,733
Royal Dutch Shell PLC Class A (United Kingdom)	2,018,233		71,544
Southcross Energy Partners LP	76,500		1,799
Suncor Energy, Inc.	1,329,100		45,174
Tesoro Logistics LP	59,900		2,636
The Williams Companies, Inc.	693,380		24,303
			611,315
TOTAL ENERGY			702,784
FINANCIALS - 19.8%
Capital Markets - 4.9%
Apollo Investment Corp.	545,530		4,910
Ashmore Group PLC	2,016,200		11,419
BlackRock, Inc. Class A	86,336		20,399
Charles Schwab Corp.	4,007,697		66,247
KKR & Co. LP	1,931,863		32,610
Morgan Stanley	2,799,981		63,980
Northern Trust Corp.	548,251		28,218
State Street Corp.	463,948		25,819
TD Ameritrade Holding Corp.	624,523		12,110
The Blackstone Group LP	1,187,017		21,960
UBS AG	305,392		5,304
			292,976
Commercial Banks - 5.4%
City National Corp.	140,089		7,419
Comerica, Inc.	139,629		4,798
PNC Financial Services Group, Inc.	575,532		35,568
Standard Chartered PLC (United Kingdom)	641,858		17,077
SunTrust Banks, Inc.	835,337		23,699
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Commercial Banks - continued
U.S. Bancorp	1,727,312		$ 57,174
Wells Fargo & Co.	5,189,158		180,738
			326,473
Consumer Finance - 0.1%
SLM Corp.	350,118		5,913
Diversified Financial Services - 7.4%
Bank of America Corp.	2,684,106		30,384
Citigroup, Inc.	2,534,698		106,863
CME Group, Inc.	374,845		21,681
JPMorgan Chase & Co.	4,860,093		228,667
KKR Financial Holdings LLC	3,897,718		42,836
MSCI, Inc. Class A (a)	83,580		2,820
NYSE Euronext	233,350		8,067
The NASDAQ Stock Market, Inc.	94,700		2,682
			444,000
Insurance - 1.4%
AFLAC, Inc.	75,146		3,987
MetLife, Inc.	1,366,209		51,014
MetLife, Inc. unit	364,100		17,724
Prudential Financial, Inc.	207,268		11,997
			84,722
Real Estate Investment Trusts - 0.3%
MFA Financial, Inc.	486,977		4,378
Sun Communities, Inc.	392,785		16,870
			21,248
Real Estate Management & Development - 0.1%
Beazer Pre-Owned Rental Homes, Inc. (e)	254,400		5,088
Thrifts & Mortgage Finance - 0.2%
MGIC Investment Corp. (a)	175,288		487
Radian Group, Inc.	1,691,631		10,877
			11,364
TOTAL FINANCIALS			1,191,784
HEALTH CARE - 11.5%
Biotechnology - 0.8%
Amgen, Inc.	566,904		48,448
Health Care Equipment & Supplies - 1.0%
Abbott Laboratories	518,604		17,570
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
Baxter International, Inc.	85,190		$ 5,779
ResMed, Inc.	62,282		2,728
St. Jude Medical, Inc.	234,847		9,558
Stryker Corp.	360,488		22,585
			58,220
Health Care Providers & Services - 2.7%
Aetna, Inc.	521,690		25,161
Cardinal Health, Inc.	270,669		11,858
Fresenius Medical Care AG & Co. KGaA	80,000		5,639
McKesson Corp.	528,664		55,631
Quest Diagnostics, Inc.	139,670		8,094
UnitedHealth Group, Inc.	233,700		12,903
WellPoint, Inc.	714,369		46,305
			165,591
Health Care Technology - 0.2%
Quality Systems, Inc.	516,315		9,418
Life Sciences Tools & Services - 0.0%
Lonza Group AG	44,627		2,628
Pharmaceuticals - 6.8%
AbbVie, Inc.	909,352		33,364
AstraZeneca PLC sponsored ADR	270,100		13,013
Cardiome Pharma Corp. (a)	935,300		450
Eli Lilly & Co.	334,402		17,954
GlaxoSmithKline PLC sponsored ADR	774,825		35,340
Johnson & Johnson	1,282,897		94,832
Merck & Co., Inc.	2,633,094		113,881
Novartis AG sponsored ADR	303,500		20,583
Pfizer, Inc.	1,956,016		53,360
Sanofi SA	163,292		15,919
Teva Pharmaceutical Industries Ltd. sponsored ADR	247,355		9,397
			408,093
TOTAL HEALTH CARE			692,398
INDUSTRIALS - 12.2%
Aerospace & Defense - 2.7%
Honeywell International, Inc.	203,435		13,882
Raytheon Co.	334,374		17,615
Rockwell Collins, Inc.	647,462		38,123
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Aerospace & Defense - continued
The Boeing Co.	595,436		$ 43,985
United Technologies Corp.	555,300		48,628
			162,233
Air Freight & Logistics - 1.7%
C.H. Robinson Worldwide, Inc.	348,359		23,044
United Parcel Service, Inc. Class B	962,245		76,296
			99,340
Commercial Services & Supplies - 0.9%
Aggreko PLC	113,000		2,862
Interface, Inc.	648,199		10,877
Pitney Bowes, Inc. (d)	495,338		7,138
Republic Services, Inc.	1,010,376		32,221
Ritchie Brothers Auctioneers, Inc.	97,800		2,134
			55,232
Electrical Equipment - 0.6%
Emerson Electric Co.	241,348		13,817
Hubbell, Inc. Class B	257,093		23,408
			37,225
Industrial Conglomerates - 2.8%
General Electric Co.	7,665,176		170,780
Machinery - 1.7%
Cummins, Inc.	48,061		5,519
Douglas Dynamics, Inc.	932,328		12,288
Graco, Inc.	144,566		8,269
Illinois Tool Works, Inc.	120,986		7,602
Ingersoll-Rand PLC	528,663		27,168
ITT Corp.	136,297		3,500
Lincoln Electric Holdings, Inc.	11,588		625
Morgan Crucible Co. PLC	941,354		4,151
PACCAR, Inc.	12,884		606
Schindler Holding AG (participation certificate)	20,660		3,065
Stanley Black & Decker, Inc.	349,144		26,825
			99,618
Marine - 0.2%
Irish Continental Group PLC unit	107,193		2,885
Kuehne & Nagel International AG	64,487		7,575
			10,460
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Professional Services - 0.5%
Amadeus Fire AG	71,043		$ 4,052
Bureau Veritas SA	75,100		8,995
Dun & Bradstreet Corp.	20,800		1,696
Michael Page International PLC	1,636,163		10,567
Randstad Holding NV	60,900		2,525
Towers Watson & Co.	62,716		3,831
			31,666
Road & Rail - 0.6%
J.B. Hunt Transport Services, Inc.	262,630		17,667
Kansas City Southern	31,938		2,974
Norfolk Southern Corp.	225,875		15,556
			36,197
Trading Companies & Distributors - 0.5%
MSC Industrial Direct Co., Inc. Class A	65,166		5,156
W.W. Grainger, Inc.	84,872		18,487
Watsco, Inc.	75,159		5,663
			29,306
TOTAL INDUSTRIALS			732,057
INFORMATION TECHNOLOGY - 15.9%
Communications Equipment - 1.7%
Cisco Systems, Inc.	3,434,939		70,657
QUALCOMM, Inc.	492,404		32,513
			103,170
Computers & Peripherals - 3.7%
Apple, Inc.	453,662		206,557
Dell, Inc.	910,818		12,059
EMC Corp. (a)	316,824		7,797
			226,413
Electronic Equipment & Components - 0.1%
Arrow Electronics, Inc. (a)	137,363		5,277
Internet Software & Services - 1.8%
Google, Inc. Class A (a)	141,689		107,073
IT Services - 5.8%
Accenture PLC Class A	110,345		7,933
Cognizant Technology Solutions Corp. Class A (a)	367,604		28,739
Fidelity National Information Services, Inc.	870,637		32,309
IBM Corp.	128,050		26,003
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
IT Services - continued
MasterCard, Inc. Class A	114,750		$ 59,486
Paychex, Inc.	2,972,416		96,990
The Western Union Co.	2,396,451		34,101
Total System Services, Inc.	302,718		7,038
Visa, Inc. Class A	343,174		54,191
			346,790
Semiconductors & Semiconductor Equipment - 0.8%
Altera Corp.	257,352		8,601
Analog Devices, Inc.	366,065		15,975
Applied Materials, Inc.	1,721,628		22,226
			46,802
Software - 2.0%
Microsoft Corp.	4,343,429		119,314
TOTAL INFORMATION TECHNOLOGY			954,839
MATERIALS - 1.4%
Chemicals - 1.4%
Air Products & Chemicals, Inc.	195,995		17,136
Airgas, Inc.	175,583		16,723
E.I. du Pont de Nemours & Co.	302,246		14,342
Sigma Aldrich Corp.	57,304		4,431
Syngenta AG (Switzerland)	63,206		27,181
The Scotts Miracle-Gro Co. Class A	66,500		2,907
			82,720
TELECOMMUNICATION SERVICES - 1.7%
Diversified Telecommunication Services - 1.0%
Verizon Communications, Inc.	1,387,950		60,528
Wireless Telecommunication Services - 0.7%
Vodafone Group PLC sponsored ADR	1,560,142		42,623
TOTAL TELECOMMUNICATION SERVICES			103,151
UTILITIES - 2.0%
Electric Utilities - 1.6%
American Electric Power Co., Inc.	135,121		6,120
Duke Energy Corp.	181,572		12,481
EDF SA	153,600		2,950
Edison International	170,300		8,207
Common Stocks - continued
	Shares		Value (000s)
UTILITIES - continued
Electric Utilities - continued
FirstEnergy Corp.	867,880		$ 35,140
ITC Holdings Corp.	81,200		6,577
NextEra Energy, Inc.	152,464		10,985
Northeast Utilities	57,374		2,337
PPL Corp.	290,153		8,789
			93,586
Multi-Utilities - 0.4%
National Grid PLC	54,854		601
PG&E Corp.	287,055		12,240
Sempra Energy	162,309		12,181
			25,022
TOTAL UTILITIES			118,608
TOTAL COMMON STOCKS (Cost $5,128,815)		5,926,234
Convertible Preferred Stocks - 1.1%

CONSUMER STAPLES - 0.1%
Food Products - 0.1%
Bunge Ltd. 4.875%	52,200		5,637
ENERGY - 0.1%
Oil, Gas & Consumable Fuels - 0.1%
Apache Corp. 6.00%	85,000		4,023
HEALTH CARE - 0.5%
Health Care Equipment & Supplies - 0.5%
Alere, Inc. 3.00%	160,907		32,770
INDUSTRIALS - 0.1%
Aerospace & Defense - 0.1%
United Technologies Corp. 7.50%	110,600		6,298
MATERIALS - 0.2%
Metals & Mining - 0.2%
ArcelorMittal SA 6.00% (a)	465,500		12,042
Convertible Preferred Stocks - continued
	Shares		Value (000s)
UTILITIES - 0.1%
Electric Utilities - 0.1%
PPL Corp. 8.75%	104,300		$ 5,715
TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $71,669)		66,485

Convertible Bonds - 0.1%
	Principal Amount (000s)
ENERGY - 0.1%
Oil, Gas & Consumable Fuels - 0.1%
Amyris, Inc. 3% 2/27/17 (Cost $5,615)	$ 5,615	3,900

Money Market Funds - 0.1%
	Shares
Fidelity Cash Central Fund, 0.16% (b)	4,074,080		4,074
Fidelity Securities Lending Cash Central Fund, 0.15% (b)(c)	4,846,575		4,847
TOTAL MONEY MARKET FUNDS (Cost $8,921)		8,921
TOTAL INVESTMENT PORTFOLIO - 99.8% (Cost $5,215,020)			6,005,540
NET OTHER ASSETS (LIABILITIES) - 0.2%			12,684
NET ASSETS - 100%		$ 6,018,224

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) 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 $5,088,000 or 0.1% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Beazer Pre-Owned Rental Homes, Inc.	5/3/12 - 10/23/12	$ 5,088

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	$ 15
Fidelity Securities Lending Cash Central Fund	183
Total	$ 198

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 646,095	$ 646,095	$ -	$ -
Consumer Staples	707,435	701,798	5,637	-
Energy	706,807	635,263	71,544	-
Financials	1,191,784	1,163,668	23,028	5,088
Health Care	725,168	703,610	21,558	-
Industrials	738,355	738,355	-	-
Information Technology	954,839	954,839	-	-
Materials	94,762	55,539	39,223	-
Telecommunication Services	103,151	103,151	-	-
Utilities	124,323	118,007	6,316	-
Corporate Bonds	3,900	-	3,900	-
Money Market Funds	8,921	8,921	-	-
Total Investments in Securities:	$ 6,005,540	$ 5,829,246	$ 171,206	$ 5,088

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows. (Unaudited)

United States of America	89.2%
United Kingdom	5.5%
Canada	1.4%
Switzerland	1.1%
Others (Individually Less Than 1%)	2.8%
	100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	January 31, 2013 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $5,251) - See accompanying schedule: Unaffiliated issuers (cost $5,206,099)	$ 5,996,619
Fidelity Central Funds (cost $8,921)	8,921
Total Investments (cost $5,215,020)		$ 6,005,540
Foreign currency held at value (cost $1)		1
Receivable for investments sold		79,279
Receivable for fund shares sold		2,877
Dividends receivable		7,136
Interest receivable		103
Distributions receivable from Fidelity Central Funds		4
Prepaid expenses		13
Other receivables		925
Total assets		6,095,878

Liabilities
Payable for investments purchased	$ 57,272
Payable for fund shares redeemed	11,603
Accrued management fee	2,262
Other affiliated payables	974
Other payables and accrued expenses	696
Collateral on securities loaned, at value	4,847
Total liabilities		77,654

Net Assets		$ 6,018,224
Net Assets consist of:
Paid in capital		$ 9,759,080
Undistributed net investment income		3,469
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(4,534,887)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		790,562
Net Assets		$ 6,018,224

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	January 31, 2013 (Unaudited)

Growth and Income: Net Asset Value, offering price and redemption price per share ($5,159,478 ÷ 230,770 shares)		$ 22.36

Class K: Net Asset Value, offering price and redemption price per share ($858,746 ÷ 38,434 shares)		$ 22.34

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

Semiannual Report

Statement of Operations

Amounts in thousands	Six months ended January 31, 2013 (Unaudited)

Investment Income
Dividends		$ 80,681
Interest		795
Income from Fidelity Central Funds		198
Total income		81,674

Expenses
Management fee	$ 13,274
Transfer agent fees	5,330
Accounting and security lending fees	561
Custodian fees and expenses	88
Independent trustees' compensation	21
Registration fees	66
Audit	46
Legal	24
Interest	1
Miscellaneous	22
Total expenses before reductions	19,433
Expense reductions	(548)	18,885
Net investment income (loss)		62,789
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	230,578
Foreign currency transactions	144
Total net realized gain (loss)		230,722
Change in net unrealized appreciation (depreciation) on: Investment securities	386,827
Assets and liabilities in foreign currencies	45
Total change in net unrealized appreciation (depreciation)		386,872
Net gain (loss)		617,594
Net increase (decrease) in net assets resulting from operations		$ 680,383

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Six months ended January 31, 2013 (Unaudited)	Year ended July 31, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 62,789	$ 102,946
Net realized gain (loss)	230,722	104,201
Change in net unrealized appreciation (depreciation)	386,872	318,127
Net increase (decrease) in net assets resulting from operations	680,383	525,274
Distributions to shareholders from net investment income	(64,752)	(98,353)
Distributions to shareholders from net realized gain	(7,383)	(2,799)
Total distributions	(72,135)	(101,152)
Share transactions - net increase (decrease)	(204,633)	(265,023)
Total increase (decrease) in net assets	403,615	159,099

Net Assets
Beginning of period	5,614,609	5,455,510
End of period (including undistributed net investment income of $3,469 and undistributed net investment income of $5,432, respectively)	$ 6,018,224	$ 5,614,609

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

Semiannual Report

Financial Highlights - Growth and Income

	Six months ended January 31, 2013	Years ended July 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 20.13	$ 18.58	$ 15.75	$ 14.38	$ 21.88	$ 31.92
Income from Investment Operations
Net investment income (loss) ^D	.23	.36	.20	.10	.15	.35
Net realized and unrealized gain (loss)	2.26	1.55	2.82	1.37	(7.43)	(6.25)
Total from investment operations	2.49	1.91	3.02	1.47	(7.28)	(5.90)
Distributions from net investment income	(.24)	(.35)	(.19)	(.10)	(.19)	(.33)
Distributions from net realized gain	(.03)	(.01)	-	(.01)	(.03)	(3.81)
Total distributions	(.26) ^H	(.36)	(.19)	(.10) ^I	(.22)	(4.14)
Net asset value, end of period	$ 22.36	$ 20.13	$ 18.58	$ 15.75	$ 14.38	$ 21.88
Total Return ^B,C	12.46%	10.45%	19.16%	10.25%	(33.32)%	(20.91)%
Ratios to Average Net Assets ^E,G
Expenses before reductions	.69% ^A	.71%	.72%	.75%	.78%	.68%
Expenses net of fee waivers, if any	.69% ^A	.71%	.72%	.75%	.78%	.68%
Expenses net of all reductions	.67% ^A	.71%	.71%	.74%	.78%	.67%
Net investment income (loss)	2.14% ^A	1.95%	1.09%	.63%	1.07%	1.29%
Supplemental Data
Net assets, end of period (in millions)	$ 5,159	$ 4,863	$ 5,052	$ 5,417	$ 5,993	$ 12,552
Portfolio turnover rate ^F	51% ^A	62%	129%	98%	122%	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 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 $.26 per share is comprised of distributions from net investment income of $.235 and distributions from net realized gain of $.027 per share.

^I Total distributions of $.10 per share is comprised of distributions from net investment income of $.095 and distributions from net realized gain of $.008 per share.

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

Semiannual Report

Financial Highlights - Class K

	Six months ended January 31, 2013	Years ended July 31,
	(Unaudited)	2012	2011	2010	2009	2008 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 20.12	$ 18.57	$ 15.74	$ 14.38	$ 21.88	$ 25.34
Income from Investment Operations
Net investment income (loss) ^D	.24	.40	.23	.13	.16	.09
Net realized and unrealized gain (loss)	2.26	1.54	2.82	1.37	(7.40)	(3.45)
Total from investment operations	2.50	1.94	3.05	1.50	(7.24)	(3.36)
Distributions from net investment income	(.25)	(.38)	(.22)	(.13)	(.23)	(.10)
Distributions from net realized gain	(.03)	(.01)	-	(.01)	(.03)	-
Total distributions	(.28)	(.39)	(.22)	(.14) ^I	(.26)	(.10)
Net asset value, end of period	$ 22.34	$ 20.12	$ 18.57	$ 15.74	$ 14.38	$ 21.88
Total Return ^B,C	12.49%	10.66%	19.40%	10.41%	(33.12)%	(13.22)%
Ratios to Average Net Assets ^E,H
Expenses before reductions	.53% ^A	.54%	.54%	.54%	.56%	.55% ^A
Expenses net of fee waivers, if any	.53% ^A	.54%	.54%	.54%	.56%	.55% ^A
Expenses net of all reductions	.52% ^A	.54%	.53%	.53%	.55%	.55% ^A
Net investment income (loss)	2.29% ^A	2.13%	1.27%	.84%	1.29%	1.73% ^A
Supplemental Data
Net assets, end of period (in millions)	$ 859	$ 752	$ 403	$ 292	$ 349	$ 87
Portfolio turnover rate ^F	51% ^A	62%	129%	98%	122%	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 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 Total distributions of $.14 per share is comprised of distributions from net investment income of $.129 and distributions from net realized gain of $.008 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2013 (Unaudited)

(Amounts in thousands except percentages)

1. Organization.

Fidelity Growth & Income Portfolio (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 Growth & Income 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.

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by investment type and may include market or investment 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 Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

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)

Valuation techniques used to value the Fund's investments by major category are as follows:

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. For corporate bonds pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities 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 (NAV) each business day and are categorized as Level 1 in the hierarchy.

Semiannual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to futures transactions, foreign currency transactions, market discount, partnerships, equity-debt classifications, deferred trustees compensation, 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	$ 861,677
Gross unrealized depreciation	(99,167)
Net unrealized appreciation (depreciation) on securities and other investments	$ 762,510

Tax cost	$ 5,243,030

Fiscal year of expiration
2017	$ (1,560,027)
2018	(3,168,341)
Total capital loss carryforward	$ (4,728,368)

Semiannual Report

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,466,595 and $1,626,917, respectively.

5. Fees and Other Transactions with Affiliates.

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 Growth & Income. FIIOC receives an asset-based fee of Class K's average net assets. 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*
Growth and Income	$ 5,128	.21
Class K	202	.05
	$ 5,330

* Annualized

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 6,293	.39%	$ 1

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 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 $7 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.

Semiannual Report

7. Security Lending - continued

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 $183, including $10 from securities loaned to FCM.

8. Expense Reductions.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended January 31, 2013	Year ended July 31, 2012
From net investment income
Growth & Income	$ 55,112	$ 87,366
Class K	9,640	10,987
Total	$ 64,752	$ 98,353
From net realized gain
Growth & Income	$ 6,338	$ 2,563
Class K	1,045	236
Total	$ 7,383	$ 2,799

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended January 31, 2013	Year ended July 31, 2012	Six months ended January 31, 2013	Year ended July 31, 2012
Growth & Income
Shares sold	10,730	21,066	$ 228,411	$ 402,515
Reinvestment of distributions	2,787	4,651	58,994	86,309
Shares redeemed	(24,270)	(56,062)	(513,931)	(1,053,524)
Net increase (decrease)	(10,753)	(30,345)	$ (226,526)	$ (564,700)
Class K
Shares sold	6,573	20,227	$ 138,560	$ 386,187
Reinvestment of distributions	505	596	10,684	11,223
Shares redeemed	(6,010)	(5,182)	(127,351)	(97,733)
Net increase (decrease)	1,068	15,641	$ 21,893	$ 299,677

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

11. Other.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Japan) Inc.

Fidelity Management & Research

(Hong Kong) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Northern Trust Company

Chicago, IL

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

Fidelity Automated Service
Telephone (FAST ®) bcv412
1-800-544-8544

Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St St., Boston, MA 02210
www.fidelity.com

GAI-USAN-0313
1.789285.110

Fidelity®

Growth & Income

Portfolio -
Class K

Semiannual Report

January 31, 2013

(Fidelity Cover Art)

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.

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.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual 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 (August 1, 2012 to January 31, 2013).

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio	Beginning Account Value August 1, 2012	Ending Account Value January 31, 2013	Expenses Paid During Period* August 1, 2012 to January 31, 2013
Growth and Income	.69%
Actual		$ 1,000.00	$ 1,124.60	$ 3.70
Hypothetical^A		$ 1,000.00	$ 1,021.73	$ 3.52
Class K	.53%
Actual		$ 1,000.00	$ 1,124.90	$ 2.84
Hypothetical^A		$ 1,000.00	$ 1,022.53	$ 2.70

^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 184/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of January 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
JPMorgan Chase & Co.	3.8	3.6
Apple, Inc.	3.4	5.2
Chevron Corp.	3.1	3.5
Wells Fargo & Co.	3.0	3.6
General Electric Co.	2.8	2.5
Procter & Gamble Co.	2.3	2.1
Microsoft Corp.	2.0	1.9
Merck & Co., Inc.	1.9	2.0
Comcast Corp. Class A	1.8	2.1
Exxon Mobil Corp.	1.8	2.5
	25.9
Top Five Market Sectors as of January 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	19.8	16.8
Information Technology	15.9	17.5
Industrials	12.3	12.8
Health Care	12.0	11.6
Energy	11.9	12.4

Asset Allocation (% of fund's net assets)
As of January 31, 2013 *			As of July 31, 2012 **
	Stocks 98.5%			Stocks 98.4%
	Bonds 0.0%			Bonds 0.2%
	Convertible Securities 1.2%			Convertible Securities 0.8%
	Short-Term Investments and Net Other Assets (Liabilities) 0.3%			Short-Term Investments and Net Other Assets (Liabilities) 0.6%
* Foreign investments		10.8%	** Foreign investments		11.8%

bcv483

Semiannual Report

Investments January 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.5%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 10.7%
Auto Components - 0.5%
Gentex Corp.	884,902		$ 16,928
Johnson Controls, Inc.	481,080		14,957
			31,885
Automobiles - 0.2%
Ford Motor Co.	1,177,600		15,250
Distributors - 0.1%
Genuine Parts Co.	6,712		457
Li & Fung Ltd.	1,174,000		1,650
LKQ Corp. (a)	133,700		2,994
			5,101
Hotels, Restaurants & Leisure - 1.4%
McDonald's Corp.	604,646		57,617
Wyndham Worldwide Corp.	162,900		9,088
Wynn Resorts Ltd.	2,500		313
Yum! Brands, Inc.	294,088		19,098
			86,116
Media - 4.6%
Comcast Corp. Class A	2,899,000		110,394
McGraw-Hill Companies, Inc.	69,200		3,980
Scripps Networks Interactive, Inc. Class A	217,825		13,455
The Walt Disney Co.	303,368		16,345
Thomson Reuters Corp.	391,400		11,988
Time Warner, Inc.	1,818,082		91,850
Viacom, Inc. Class B (non-vtg.)	456,218		27,533
			275,545
Multiline Retail - 1.9%
Kohl's Corp.	229,536		10,625
Target Corp.	1,698,865		102,628
			113,253
Specialty Retail - 2.0%
Lowe's Companies, Inc.	2,726,995		104,144
Staples, Inc.	1,098,032		14,801
			118,945
TOTAL CONSUMER DISCRETIONARY			646,095
CONSUMER STAPLES - 11.6%
Beverages - 3.1%
Dr. Pepper Snapple Group, Inc.	639,670		28,830
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Beverages - continued
Molson Coors Brewing Co. Class B	236,582		$ 10,689
PepsiCo, Inc.	893,380		65,083
The Coca-Cola Co.	2,285,101		85,097
			189,699
Food & Staples Retailing - 2.2%
CVS Caremark Corp.	606,104		31,033
Kroger Co.	411,021		11,385
Safeway, Inc.	771,196		14,846
Walgreen Co.	1,863,789		74,477
			131,741
Food Products - 1.1%
Bunge Ltd.	45,000		3,585
Danone SA	221,479		15,349
Kellogg Co.	695,461		40,684
Mead Johnson Nutrition Co. Class A	116,194		8,831
			68,449
Household Products - 3.3%
Kimberly-Clark Corp.	692,204		61,959
Procter & Gamble Co.	1,835,992		137,993
			199,952
Tobacco - 1.9%
British American Tobacco PLC sponsored ADR	654,959		68,050
Lorillard, Inc.	1,123,807		43,907
			111,957
TOTAL CONSUMER STAPLES			701,798
ENERGY - 11.7%
Energy Equipment & Services - 1.5%
Canadian Energy Services & Tech Credit	41,700		489
Core Laboratories NV (d)	55,256		7,053
Ensco PLC Class A	77,993		4,958
Exterran Partners LP	233,521		5,483
Halliburton Co.	1,096,004		44,585
Pason Systems, Inc.	48,400		825
Schlumberger Ltd.	359,719		28,076
			91,469
Oil, Gas & Consumable Fuels - 10.2%
Apache Corp.	170,871		14,312
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Atlas Pipeline Partners LP	333,824		$ 11,530
BG Group PLC	337,500		5,995
BP PLC sponsored ADR	656,784		29,240
Canadian Natural Resources Ltd.	840,900		25,394
Chevron Corp.	1,612,489		185,678
Exxon Mobil Corp.	1,197,194		107,712
Legacy Reserves LP	138,330		3,479
Markwest Energy Partners LP	412,635		22,786
Occidental Petroleum Corp.	676,703		59,733
Royal Dutch Shell PLC Class A (United Kingdom)	2,018,233		71,544
Southcross Energy Partners LP	76,500		1,799
Suncor Energy, Inc.	1,329,100		45,174
Tesoro Logistics LP	59,900		2,636
The Williams Companies, Inc.	693,380		24,303
			611,315
TOTAL ENERGY			702,784
FINANCIALS - 19.8%
Capital Markets - 4.9%
Apollo Investment Corp.	545,530		4,910
Ashmore Group PLC	2,016,200		11,419
BlackRock, Inc. Class A	86,336		20,399
Charles Schwab Corp.	4,007,697		66,247
KKR & Co. LP	1,931,863		32,610
Morgan Stanley	2,799,981		63,980
Northern Trust Corp.	548,251		28,218
State Street Corp.	463,948		25,819
TD Ameritrade Holding Corp.	624,523		12,110
The Blackstone Group LP	1,187,017		21,960
UBS AG	305,392		5,304
			292,976
Commercial Banks - 5.4%
City National Corp.	140,089		7,419
Comerica, Inc.	139,629		4,798
PNC Financial Services Group, Inc.	575,532		35,568
Standard Chartered PLC (United Kingdom)	641,858		17,077
SunTrust Banks, Inc.	835,337		23,699
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Commercial Banks - continued
U.S. Bancorp	1,727,312		$ 57,174
Wells Fargo & Co.	5,189,158		180,738
			326,473
Consumer Finance - 0.1%
SLM Corp.	350,118		5,913
Diversified Financial Services - 7.4%
Bank of America Corp.	2,684,106		30,384
Citigroup, Inc.	2,534,698		106,863
CME Group, Inc.	374,845		21,681
JPMorgan Chase & Co.	4,860,093		228,667
KKR Financial Holdings LLC	3,897,718		42,836
MSCI, Inc. Class A (a)	83,580		2,820
NYSE Euronext	233,350		8,067
The NASDAQ Stock Market, Inc.	94,700		2,682
			444,000
Insurance - 1.4%
AFLAC, Inc.	75,146		3,987
MetLife, Inc.	1,366,209		51,014
MetLife, Inc. unit	364,100		17,724
Prudential Financial, Inc.	207,268		11,997
			84,722
Real Estate Investment Trusts - 0.3%
MFA Financial, Inc.	486,977		4,378
Sun Communities, Inc.	392,785		16,870
			21,248
Real Estate Management & Development - 0.1%
Beazer Pre-Owned Rental Homes, Inc. (e)	254,400		5,088
Thrifts & Mortgage Finance - 0.2%
MGIC Investment Corp. (a)	175,288		487
Radian Group, Inc.	1,691,631		10,877
			11,364
TOTAL FINANCIALS			1,191,784
HEALTH CARE - 11.5%
Biotechnology - 0.8%
Amgen, Inc.	566,904		48,448
Health Care Equipment & Supplies - 1.0%
Abbott Laboratories	518,604		17,570
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
Baxter International, Inc.	85,190		$ 5,779
ResMed, Inc.	62,282		2,728
St. Jude Medical, Inc.	234,847		9,558
Stryker Corp.	360,488		22,585
			58,220
Health Care Providers & Services - 2.7%
Aetna, Inc.	521,690		25,161
Cardinal Health, Inc.	270,669		11,858
Fresenius Medical Care AG & Co. KGaA	80,000		5,639
McKesson Corp.	528,664		55,631
Quest Diagnostics, Inc.	139,670		8,094
UnitedHealth Group, Inc.	233,700		12,903
WellPoint, Inc.	714,369		46,305
			165,591
Health Care Technology - 0.2%
Quality Systems, Inc.	516,315		9,418
Life Sciences Tools & Services - 0.0%
Lonza Group AG	44,627		2,628
Pharmaceuticals - 6.8%
AbbVie, Inc.	909,352		33,364
AstraZeneca PLC sponsored ADR	270,100		13,013
Cardiome Pharma Corp. (a)	935,300		450
Eli Lilly & Co.	334,402		17,954
GlaxoSmithKline PLC sponsored ADR	774,825		35,340
Johnson & Johnson	1,282,897		94,832
Merck & Co., Inc.	2,633,094		113,881
Novartis AG sponsored ADR	303,500		20,583
Pfizer, Inc.	1,956,016		53,360
Sanofi SA	163,292		15,919
Teva Pharmaceutical Industries Ltd. sponsored ADR	247,355		9,397
			408,093
TOTAL HEALTH CARE			692,398
INDUSTRIALS - 12.2%
Aerospace & Defense - 2.7%
Honeywell International, Inc.	203,435		13,882
Raytheon Co.	334,374		17,615
Rockwell Collins, Inc.	647,462		38,123
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Aerospace & Defense - continued
The Boeing Co.	595,436		$ 43,985
United Technologies Corp.	555,300		48,628
			162,233
Air Freight & Logistics - 1.7%
C.H. Robinson Worldwide, Inc.	348,359		23,044
United Parcel Service, Inc. Class B	962,245		76,296
			99,340
Commercial Services & Supplies - 0.9%
Aggreko PLC	113,000		2,862
Interface, Inc.	648,199		10,877
Pitney Bowes, Inc. (d)	495,338		7,138
Republic Services, Inc.	1,010,376		32,221
Ritchie Brothers Auctioneers, Inc.	97,800		2,134
			55,232
Electrical Equipment - 0.6%
Emerson Electric Co.	241,348		13,817
Hubbell, Inc. Class B	257,093		23,408
			37,225
Industrial Conglomerates - 2.8%
General Electric Co.	7,665,176		170,780
Machinery - 1.7%
Cummins, Inc.	48,061		5,519
Douglas Dynamics, Inc.	932,328		12,288
Graco, Inc.	144,566		8,269
Illinois Tool Works, Inc.	120,986		7,602
Ingersoll-Rand PLC	528,663		27,168
ITT Corp.	136,297		3,500
Lincoln Electric Holdings, Inc.	11,588		625
Morgan Crucible Co. PLC	941,354		4,151
PACCAR, Inc.	12,884		606
Schindler Holding AG (participation certificate)	20,660		3,065
Stanley Black & Decker, Inc.	349,144		26,825
			99,618
Marine - 0.2%
Irish Continental Group PLC unit	107,193		2,885
Kuehne & Nagel International AG	64,487		7,575
			10,460
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Professional Services - 0.5%
Amadeus Fire AG	71,043		$ 4,052
Bureau Veritas SA	75,100		8,995
Dun & Bradstreet Corp.	20,800		1,696
Michael Page International PLC	1,636,163		10,567
Randstad Holding NV	60,900		2,525
Towers Watson & Co.	62,716		3,831
			31,666
Road & Rail - 0.6%
J.B. Hunt Transport Services, Inc.	262,630		17,667
Kansas City Southern	31,938		2,974
Norfolk Southern Corp.	225,875		15,556
			36,197
Trading Companies & Distributors - 0.5%
MSC Industrial Direct Co., Inc. Class A	65,166		5,156
W.W. Grainger, Inc.	84,872		18,487
Watsco, Inc.	75,159		5,663
			29,306
TOTAL INDUSTRIALS			732,057
INFORMATION TECHNOLOGY - 15.9%
Communications Equipment - 1.7%
Cisco Systems, Inc.	3,434,939		70,657
QUALCOMM, Inc.	492,404		32,513
			103,170
Computers & Peripherals - 3.7%
Apple, Inc.	453,662		206,557
Dell, Inc.	910,818		12,059
EMC Corp. (a)	316,824		7,797
			226,413
Electronic Equipment & Components - 0.1%
Arrow Electronics, Inc. (a)	137,363		5,277
Internet Software & Services - 1.8%
Google, Inc. Class A (a)	141,689		107,073
IT Services - 5.8%
Accenture PLC Class A	110,345		7,933
Cognizant Technology Solutions Corp. Class A (a)	367,604		28,739
Fidelity National Information Services, Inc.	870,637		32,309
IBM Corp.	128,050		26,003
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
IT Services - continued
MasterCard, Inc. Class A	114,750		$ 59,486
Paychex, Inc.	2,972,416		96,990
The Western Union Co.	2,396,451		34,101
Total System Services, Inc.	302,718		7,038
Visa, Inc. Class A	343,174		54,191
			346,790
Semiconductors & Semiconductor Equipment - 0.8%
Altera Corp.	257,352		8,601
Analog Devices, Inc.	366,065		15,975
Applied Materials, Inc.	1,721,628		22,226
			46,802
Software - 2.0%
Microsoft Corp.	4,343,429		119,314
TOTAL INFORMATION TECHNOLOGY			954,839
MATERIALS - 1.4%
Chemicals - 1.4%
Air Products & Chemicals, Inc.	195,995		17,136
Airgas, Inc.	175,583		16,723
E.I. du Pont de Nemours & Co.	302,246		14,342
Sigma Aldrich Corp.	57,304		4,431
Syngenta AG (Switzerland)	63,206		27,181
The Scotts Miracle-Gro Co. Class A	66,500		2,907
			82,720
TELECOMMUNICATION SERVICES - 1.7%
Diversified Telecommunication Services - 1.0%
Verizon Communications, Inc.	1,387,950		60,528
Wireless Telecommunication Services - 0.7%
Vodafone Group PLC sponsored ADR	1,560,142		42,623
TOTAL TELECOMMUNICATION SERVICES			103,151
UTILITIES - 2.0%
Electric Utilities - 1.6%
American Electric Power Co., Inc.	135,121		6,120
Duke Energy Corp.	181,572		12,481
EDF SA	153,600		2,950
Edison International	170,300		8,207
Common Stocks - continued
	Shares		Value (000s)
UTILITIES - continued
Electric Utilities - continued
FirstEnergy Corp.	867,880		$ 35,140
ITC Holdings Corp.	81,200		6,577
NextEra Energy, Inc.	152,464		10,985
Northeast Utilities	57,374		2,337
PPL Corp.	290,153		8,789
			93,586
Multi-Utilities - 0.4%
National Grid PLC	54,854		601
PG&E Corp.	287,055		12,240
Sempra Energy	162,309		12,181
			25,022
TOTAL UTILITIES			118,608
TOTAL COMMON STOCKS (Cost $5,128,815)		5,926,234
Convertible Preferred Stocks - 1.1%

CONSUMER STAPLES - 0.1%
Food Products - 0.1%
Bunge Ltd. 4.875%	52,200		5,637
ENERGY - 0.1%
Oil, Gas & Consumable Fuels - 0.1%
Apache Corp. 6.00%	85,000		4,023
HEALTH CARE - 0.5%
Health Care Equipment & Supplies - 0.5%
Alere, Inc. 3.00%	160,907		32,770
INDUSTRIALS - 0.1%
Aerospace & Defense - 0.1%
United Technologies Corp. 7.50%	110,600		6,298
MATERIALS - 0.2%
Metals & Mining - 0.2%
ArcelorMittal SA 6.00% (a)	465,500		12,042
Convertible Preferred Stocks - continued
	Shares		Value (000s)
UTILITIES - 0.1%
Electric Utilities - 0.1%
PPL Corp. 8.75%	104,300		$ 5,715
TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $71,669)		66,485

Convertible Bonds - 0.1%
	Principal Amount (000s)
ENERGY - 0.1%
Oil, Gas & Consumable Fuels - 0.1%
Amyris, Inc. 3% 2/27/17 (Cost $5,615)	$ 5,615	3,900

Money Market Funds - 0.1%
	Shares
Fidelity Cash Central Fund, 0.16% (b)	4,074,080		4,074
Fidelity Securities Lending Cash Central Fund, 0.15% (b)(c)	4,846,575		4,847
TOTAL MONEY MARKET FUNDS (Cost $8,921)		8,921
TOTAL INVESTMENT PORTFOLIO - 99.8% (Cost $5,215,020)			6,005,540
NET OTHER ASSETS (LIABILITIES) - 0.2%			12,684
NET ASSETS - 100%		$ 6,018,224

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.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Beazer Pre-Owned Rental Homes, Inc.	5/3/12 - 10/23/12	$ 5,088

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	$ 15
Fidelity Securities Lending Cash Central Fund	183
Total	$ 198

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 646,095	$ 646,095	$ -	$ -
Consumer Staples	707,435	701,798	5,637	-
Energy	706,807	635,263	71,544	-
Financials	1,191,784	1,163,668	23,028	5,088
Health Care	725,168	703,610	21,558	-
Industrials	738,355	738,355	-	-
Information Technology	954,839	954,839	-	-
Materials	94,762	55,539	39,223	-
Telecommunication Services	103,151	103,151	-	-
Utilities	124,323	118,007	6,316	-
Corporate Bonds	3,900	-	3,900	-
Money Market Funds	8,921	8,921	-	-
Total Investments in Securities:	$ 6,005,540	$ 5,829,246	$ 171,206	$ 5,088

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows. (Unaudited)

United States of America	89.2%
United Kingdom	5.5%
Canada	1.4%
Switzerland	1.1%
Others (Individually Less Than 1%)	2.8%
	100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	January 31, 2013 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $5,251) - See accompanying schedule: Unaffiliated issuers (cost $5,206,099)	$ 5,996,619
Fidelity Central Funds (cost $8,921)	8,921
Total Investments (cost $5,215,020)		$ 6,005,540
Foreign currency held at value (cost $1)		1
Receivable for investments sold		79,279
Receivable for fund shares sold		2,877
Dividends receivable		7,136
Interest receivable		103
Distributions receivable from Fidelity Central Funds		4
Prepaid expenses		13
Other receivables		925
Total assets		6,095,878

Liabilities
Payable for investments purchased	$ 57,272
Payable for fund shares redeemed	11,603
Accrued management fee	2,262
Other affiliated payables	974
Other payables and accrued expenses	696
Collateral on securities loaned, at value	4,847
Total liabilities		77,654

Net Assets		$ 6,018,224
Net Assets consist of:
Paid in capital		$ 9,759,080
Undistributed net investment income		3,469
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(4,534,887)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		790,562
Net Assets		$ 6,018,224

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	January 31, 2013 (Unaudited)

Growth and Income: Net Asset Value, offering price and redemption price per share ($5,159,478 ÷ 230,770 shares)		$ 22.36

Class K: Net Asset Value, offering price and redemption price per share ($858,746 ÷ 38,434 shares)		$ 22.34

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

Semiannual Report

Statement of Operations

Amounts in thousands	Six months ended January 31, 2013 (Unaudited)

Investment Income
Dividends		$ 80,681
Interest		795
Income from Fidelity Central Funds		198
Total income		81,674

Expenses
Management fee	$ 13,274
Transfer agent fees	5,330
Accounting and security lending fees	561
Custodian fees and expenses	88
Independent trustees' compensation	21
Registration fees	66
Audit	46
Legal	24
Interest	1
Miscellaneous	22
Total expenses before reductions	19,433
Expense reductions	(548)	18,885
Net investment income (loss)		62,789
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	230,578
Foreign currency transactions	144
Total net realized gain (loss)		230,722
Change in net unrealized appreciation (depreciation) on: Investment securities	386,827
Assets and liabilities in foreign currencies	45
Total change in net unrealized appreciation (depreciation)		386,872
Net gain (loss)		617,594
Net increase (decrease) in net assets resulting from operations		$ 680,383

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Six months ended January 31, 2013 (Unaudited)	Year ended July 31, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 62,789	$ 102,946
Net realized gain (loss)	230,722	104,201
Change in net unrealized appreciation (depreciation)	386,872	318,127
Net increase (decrease) in net assets resulting from operations	680,383	525,274
Distributions to shareholders from net investment income	(64,752)	(98,353)
Distributions to shareholders from net realized gain	(7,383)	(2,799)
Total distributions	(72,135)	(101,152)
Share transactions - net increase (decrease)	(204,633)	(265,023)
Total increase (decrease) in net assets	403,615	159,099

Net Assets
Beginning of period	5,614,609	5,455,510
End of period (including undistributed net investment income of $3,469 and undistributed net investment income of $5,432, respectively)	$ 6,018,224	$ 5,614,609

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

Semiannual Report

Financial Highlights - Growth and Income

	Six months ended January 31, 2013	Years ended July 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 20.13	$ 18.58	$ 15.75	$ 14.38	$ 21.88	$ 31.92
Income from Investment Operations
Net investment income (loss) ^D	.23	.36	.20	.10	.15	.35
Net realized and unrealized gain (loss)	2.26	1.55	2.82	1.37	(7.43)	(6.25)
Total from investment operations	2.49	1.91	3.02	1.47	(7.28)	(5.90)
Distributions from net investment income	(.24)	(.35)	(.19)	(.10)	(.19)	(.33)
Distributions from net realized gain	(.03)	(.01)	-	(.01)	(.03)	(3.81)
Total distributions	(.26) ^H	(.36)	(.19)	(.10) ^I	(.22)	(4.14)
Net asset value, end of period	$ 22.36	$ 20.13	$ 18.58	$ 15.75	$ 14.38	$ 21.88
Total Return ^B,C	12.46%	10.45%	19.16%	10.25%	(33.32)%	(20.91)%
Ratios to Average Net Assets ^E,G
Expenses before reductions	.69% ^A	.71%	.72%	.75%	.78%	.68%
Expenses net of fee waivers, if any	.69% ^A	.71%	.72%	.75%	.78%	.68%
Expenses net of all reductions	.67% ^A	.71%	.71%	.74%	.78%	.67%
Net investment income (loss)	2.14% ^A	1.95%	1.09%	.63%	1.07%	1.29%
Supplemental Data
Net assets, end of period (in millions)	$ 5,159	$ 4,863	$ 5,052	$ 5,417	$ 5,993	$ 12,552
Portfolio turnover rate ^F	51% ^A	62%	129%	98%	122%	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.

^H Total distributions of $.26 per share is comprised of distributions from net investment income of $.235 and distributions from net realized gain of $.027 per share.

^I Total distributions of $.10 per share is comprised of distributions from net investment income of $.095 and distributions from net realized gain of $.008 per share.

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

Semiannual Report

Financial Highlights - Class K

	Six months ended January 31, 2013	Years ended July 31,
	(Unaudited)	2012	2011	2010	2009	2008 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 20.12	$ 18.57	$ 15.74	$ 14.38	$ 21.88	$ 25.34
Income from Investment Operations
Net investment income (loss) ^D	.24	.40	.23	.13	.16	.09
Net realized and unrealized gain (loss)	2.26	1.54	2.82	1.37	(7.40)	(3.45)
Total from investment operations	2.50	1.94	3.05	1.50	(7.24)	(3.36)
Distributions from net investment income	(.25)	(.38)	(.22)	(.13)	(.23)	(.10)
Distributions from net realized gain	(.03)	(.01)	-	(.01)	(.03)	-
Total distributions	(.28)	(.39)	(.22)	(.14) ^I	(.26)	(.10)
Net asset value, end of period	$ 22.34	$ 20.12	$ 18.57	$ 15.74	$ 14.38	$ 21.88
Total Return ^B,C	12.49%	10.66%	19.40%	10.41%	(33.12)%	(13.22)%
Ratios to Average Net Assets ^E,H
Expenses before reductions	.53% ^A	.54%	.54%	.54%	.56%	.55% ^A
Expenses net of fee waivers, if any	.53% ^A	.54%	.54%	.54%	.56%	.55% ^A
Expenses net of all reductions	.52% ^A	.54%	.53%	.53%	.55%	.55% ^A
Net investment income (loss)	2.29% ^A	2.13%	1.27%	.84%	1.29%	1.73% ^A
Supplemental Data
Net assets, end of period (in millions)	$ 859	$ 752	$ 403	$ 292	$ 349	$ 87
Portfolio turnover rate ^F	51% ^A	62%	129%	98%	122%	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 For the period May 9, 2008 (commencement of sale of shares) to July 31, 2008.

^I Total distributions of $.14 per share is comprised of distributions from net investment income of $.129 and distributions from net realized gain of $.008 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2013 (Unaudited)

(Amounts in thousands except percentages)

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.

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by investment type and may include market or investment 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 Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

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)

Valuation techniques used to value the Fund's investments by major category are as follows:

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Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. For corporate bonds pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities 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 (NAV) each business day and are categorized as Level 1 in the hierarchy.

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3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

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	$ 861,677
Gross unrealized depreciation	(99,167)
Net unrealized appreciation (depreciation) on securities and other investments	$ 762,510

Tax cost	$ 5,243,030

Fiscal year of expiration
2017	$ (1,560,027)
2018	(3,168,341)
Total capital loss carryforward	$ (4,728,368)

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4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,466,595 and $1,626,917, respectively.

5. Fees and Other Transactions with Affiliates.

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 Growth & Income. FIIOC receives an asset-based fee of Class K's average net assets. 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*
Growth and Income	$ 5,128	.21
Class K	202	.05
	$ 5,330

* Annualized

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Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 6,293	.39%	$ 1

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 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 $7 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.

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7. Security Lending - continued

8. Expense Reductions.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended January 31, 2013	Year ended July 31, 2012
From net investment income
Growth & Income	$ 55,112	$ 87,366
Class K	9,640	10,987
Total	$ 64,752	$ 98,353
From net realized gain
Growth & Income	$ 6,338	$ 2,563
Class K	1,045	236
Total	$ 7,383	$ 2,799

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended January 31, 2013	Year ended July 31, 2012	Six months ended January 31, 2013	Year ended July 31, 2012
Growth & Income
Shares sold	10,730	21,066	$ 228,411	$ 402,515
Reinvestment of distributions	2,787	4,651	58,994	86,309
Shares redeemed	(24,270)	(56,062)	(513,931)	(1,053,524)
Net increase (decrease)	(10,753)	(30,345)	$ (226,526)	$ (564,700)
Class K
Shares sold	6,573	20,227	$ 138,560	$ 386,187
Reinvestment of distributions	505	596	10,684	11,223
Shares redeemed	(6,010)	(5,182)	(127,351)	(97,733)
Net increase (decrease)	1,068	15,641	$ 21,893	$ 299,677

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Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

11. Other.

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Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Japan) Inc.

Fidelity Management & Research
(Hong Kong) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Northern Trust Company

Chicago, IL

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St St., Boston, MA 02210
www.fidelity.com

GAI-K-USAN-0313
1.863232.104

Fidelity®

Dividend Growth

Fund -

Class K

Semiannual Report

January 31, 2013

(Fidelity Cover Art)

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.

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.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual 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 (August 1, 2012 to January 31, 2013).

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio	Beginning Account Value August 1, 2012	Ending Account Value January 31, 2013	Expenses Paid During Period* August 1, 2012 to January 31, 2013
Dividend Growth	.68%
Actual		$ 1,000.00	$ 1,130.10	$ 3.65
Hypothetical^A		$ 1,000.00	$ 1,021.78	$ 3.47
Class K	.52%
Actual		$ 1,000.00	$ 1,131.30	$ 2.79
Hypothetical^A		$ 1,000.00	$ 1,022.58	$ 2.65

^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 184/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of January 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	3.1	5.2
Wells Fargo & Co.	1.7	1.8
Berkshire Hathaway, Inc. Class B	1.6	1.6
Google, Inc. Class A	1.5	0.2
Johnson & Johnson	1.4	1.3
Citigroup, Inc.	1.3	0.5
The Coca-Cola Co.	1.2	1.5
Procter & Gamble Co.	1.2	1.1
Merck & Co., Inc.	1.1	1.2
Philip Morris International, Inc.	1.1	1.1
	15.2
Top Five Market Sectors as of January 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	18.5	20.9
Financials	14.1	13.0
Health Care	12.7	11.9
Industrials	12.6	11.6
Consumer Discretionary	12.3	11.7

Asset Allocation (% of fund's net assets)
As of January 31, 2013 *			As of July 31, 2012 **
	Stocks 98.6%			Stocks 97.3%
	Bonds 0.1%			Bonds 0.0%
	Convertible Securities 0.7%			Convertible Securities 1.1%
	Short-Term Investments and Net Other Assets (Liabilities) 0.6%			Short-Term Investments and Net Other Assets (Liabilities) 1.6%
* Foreign investments		18.8%	** Foreign investments		17.8%

abc325272

Semiannual Report

Investments January 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.6%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 12.3%
Auto Components - 0.3%
Delphi Automotive PLC (a)	298,580		$ 11,543
Tenneco, Inc. (a)	309,026		10,804
			22,347
Automobiles - 0.2%
Harley-Davidson, Inc.	219,356		11,499
Tesla Motors, Inc. (a)	132,500		4,970
			16,469
Diversified Consumer Services - 0.6%
American Public Education, Inc. (a)	39,900		1,537
Anhanguera Educacional Participacoes SA	698,500		13,592
DeVry, Inc.	319,028		8,030
Kroton Educacional SA (a)	344,900		8,469
Weight Watchers International, Inc. (e)	198,172		10,596
			42,224
Hotels, Restaurants & Leisure - 1.9%
Bloomin' Brands, Inc.	401,165		7,450
Bravo Brio Restaurant Group, Inc. (a)	493,378		7,351
Brinker International, Inc.	678,931		22,228
Club Mediterranee SA (a)	531,223		10,055
Denny's Corp. (a)	2,943,632		14,895
Hyatt Hotels Corp. Class A (a)	327,801		13,135
Icahn Enterprises LP rights	1,067,316		0
Las Vegas Sands Corp.	420,036		23,207
Penn National Gaming, Inc. (a)	21,700		1,056
Ruth's Hospitality Group, Inc. (a)	804,200		6,241
Spur Corp. Ltd.	1,579,113		4,766
Starbucks Corp.	105,099		5,898
Texas Roadhouse, Inc. Class A	621,764		10,937
Yum! Brands, Inc.	311,624		20,237
			147,456
Household Durables - 0.6%
KB Home	264,357		5,041
PulteGroup, Inc. (a)	616,307		12,782
Taylor Wimpey PLC	6,955,149		7,848
Whirlpool Corp.	188,031		21,695
			47,366
Internet & Catalog Retail - 1.0%
Amazon.com, Inc. (a)	164,745		43,740
Liberty Media Corp. Interactive Series A (a)	677,279		14,399
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Internet & Catalog Retail - continued
Ocado Group PLC (a)(e)	6,278,905		$ 10,536
priceline.com, Inc. (a)	13,030		8,932
			77,607
Leisure Equipment & Products - 0.3%
Amer Group PLC (A Shares)	268,761		4,284
Brunswick Corp.	344,623		12,462
Fenix Outdoor AB	7,246		207
Polaris Industries, Inc.	43,439		3,783
			20,736
Media - 2.0%
CBS Corp. Class B	159,409		6,651
Comcast Corp. Class A	1,651,478		62,888
McGraw-Hill Companies, Inc.	233,731		13,444
MDC Partners, Inc. Class A (sub. vtg.)	958,939		12,207
Mood Media Corp. (a)(h)	2,002,900		3,735
The Walt Disney Co.	672,212		36,219
Time Warner, Inc.	182,245		9,207
Valassis Communications, Inc.	152,155		4,269
Viacom, Inc. Class B (non-vtg.)	94,201		5,685
			154,305
Multiline Retail - 0.3%
PPR SA	60,754		13,067
Target Corp.	193,123		11,667
The Bon-Ton Stores, Inc.	178,200		2,236
			26,970
Specialty Retail - 4.1%
Advance Auto Parts, Inc.	326,785		24,025
American Eagle Outfitters, Inc.	141,248		2,855
Ascena Retail Group, Inc. (a)	743,616		12,604
AutoZone, Inc. (a)	51,240		18,943
Bed Bath & Beyond, Inc. (a)	164,172		9,637
Body Central Corp. (a)(f)	1,045,408		8,311
CarMax, Inc. (a)	225,068		8,872
Express, Inc. (a)	1,027,026		18,877
Fast Retailing Co. Ltd.	17,400		4,582
Foot Locker, Inc.	304,618		10,464
GNC Holdings, Inc.	206,500		7,422
Home Depot, Inc.	1,023,464		68,490
Kingfisher PLC	1,703,600		7,287
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
Limited Brands, Inc.	256,318		$ 12,308
Lowe's Companies, Inc.	1,119,308		42,746
MarineMax, Inc. (a)	116,329		1,359
Rent-A-Center, Inc.	229,469		8,187
Ross Stores, Inc.	137,491		8,208
SuperGroup PLC (a)(e)	1,372,787		13,249
TJX Companies, Inc.	427,454		19,312
			307,738
Textiles, Apparel & Luxury Goods - 1.0%
Deckers Outdoor Corp. (a)(e)	58,000		2,317
lululemon athletica, Inc. (a)	86,929		5,998
NIKE, Inc. Class B	422,768		22,851
PVH Corp.	228,456		27,157
Steven Madden Ltd. (a)	7,200		332
Vera Bradley, Inc. (a)(e)	385,499		9,749
VF Corp.	27,931		4,122
			72,526
TOTAL CONSUMER DISCRETIONARY			935,744
CONSUMER STAPLES - 9.5%
Beverages - 2.2%
Anheuser-Busch InBev SA NV	21,800		1,918
Beam, Inc.	86,974		5,335
Cott Corp.	984,100		8,929
Dr. Pepper Snapple Group, Inc.	655,178		29,529
Monster Beverage Corp. (a)	405,808		19,438
Remy Cointreau SA	3,600		459
SABMiller PLC	184,500		9,217
The Coca-Cola Co.	2,382,131		88,711
			163,536
Food & Staples Retailing - 1.3%
CVS Caremark Corp.	1,009,037		51,663
Eurocash SA	126,595		2,060
Kroger Co.	278,994		7,728
Rami Levi Chain Stores Hashikma Marketing 2006 Ltd.	170,260		6,206
Wal-Mart Stores, Inc.	494,991		34,625
			102,282
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Food Products - 1.9%
Bunge Ltd.	217,217		$ 17,304
D.E. Master Blenders 1753 NV (a)	282,500		3,485
Danone SA	126,900		8,794
Flowers Foods, Inc.	619,507		16,652
Green Mountain Coffee Roasters, Inc. (a)	325,837		14,835
Hilton Food Group PLC	412,902		2,067
Ingredion, Inc.	58,220		3,847
Kellogg Co.	242,720		14,199
Marine Harvest ASA (a)	8,615,478		8,627
Mead Johnson Nutrition Co. Class A	155,644		11,829
Mondelez International, Inc.	1,344,744		37,370
The J.M. Smucker Co.	61,318		5,435
			144,444
Household Products - 1.7%
Procter & Gamble Co.	1,161,394		87,290
Reckitt Benckiser Group PLC	427,600		28,497
Unicharm Corp.	214,600		11,382
			127,169
Personal Products - 0.3%
Estee Lauder Companies, Inc. Class A	99,550		6,066
Hengan International Group Co. Ltd.	692,000		6,942
Herbalife Ltd.	199,300		7,239
Nu Skin Enterprises, Inc. Class A	14,500		614
			20,861
Tobacco - 2.1%
Altria Group, Inc.	758,285		25,539
British American Tobacco PLC (United Kingdom)	271,700		14,121
Imperial Tobacco Group PLC	307,049		11,420
Japan Tobacco, Inc.	7,200		224
Lorillard, Inc.	654,333		25,565
Philip Morris International, Inc.	945,713		83,374
			160,243
TOTAL CONSUMER STAPLES			718,535
ENERGY - 11.2%
Energy Equipment & Services - 4.2%
BW Offshore Ltd.	8,883,298		9,155
Cal Dive International, Inc. (a)(e)	1,703,683		3,237
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Energy Equipment & Services - continued
Cameron International Corp. (a)	1,077,932		$ 68,244
Cathedral Energy Services Ltd.	1,181,800		6,552
Ensco PLC Class A	217,298		13,814
Essential Energy Services Ltd.	3,835,400		8,191
Fugro NV (Certificaten Van Aandelen)	63,755		3,864
Halliburton Co.	680,459		27,681
Helix Energy Solutions Group, Inc. (a)	7,253		172
McDermott International, Inc. (a)	899,079		10,942
National Oilwell Varco, Inc.	938,275		69,564
Noble Corp.	535,708		21,696
Schlumberger Ltd.	751,691		58,669
Tuscany International Drilling, Inc. (a)	4,471,471		1,076
Vantage Drilling Co. (a)	5,837,278		10,916
Xtreme Drilling & Coil Services Corp. (a)	3,427,560		5,327
Xtreme Drilling & Coil Services Corp. (g)	1,117,800		1,737
			320,837
Oil, Gas & Consumable Fuels - 7.0%
Americas Petrogas, Inc. (a)	2,225,900		5,624
Americas Petrogas, Inc. (a)(g)	2,665,500		6,735
Amyris, Inc. (a)(e)	750,192		2,281
Anadarko Petroleum Corp.	346,709		27,744
Apache Corp.	228,946		19,177
BPZ Energy, Inc. (a)(e)	2,730,178		8,600
Cabot Oil & Gas Corp.	197,500		10,424
Canadian Natural Resources Ltd.	213,676		6,453
Cobalt International Energy, Inc. (a)	455,100		11,018
Concho Resources, Inc. (a)	128,607		11,732
Crew Energy, Inc. (a)	887,100		5,292
Crown Point Energy, Inc. (a)	942,800		350
Crown Point Energy, Inc. (g)	4,157,416		1,542
Double Eagle Petroleum Co. (a)(f)	912,603		4,636
Emerald Oil, Inc. (a)	491,459		2,924
Emerald Oil, Inc. warrants 2/4/16 (a)	171,198		0
Energen Corp.	36,230		1,744
EOG Resources, Inc.	79,195		9,898
EQT Corp.	263,850		15,675
EV Energy Partners LP	71,892		4,227
Gran Tierra Energy, Inc. (Canada) (a)	1,347,400		7,187
Halcon Resources Corp.	910,000		6,952
Hess Corp.	179,956		12,086
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
InterOil Corp. (a)(e)	513,928		$ 30,671
Madalena Ventures, Inc. (a)	5,491,500		2,175
Marathon Petroleum Corp.	402,322		29,856
Markwest Energy Partners LP	179,613		9,918
Murphy Oil Corp.	206,567		12,295
Noble Energy, Inc.	19,700		2,123
Northern Oil & Gas, Inc. (a)(e)	2,112,390		34,939
Occidental Petroleum Corp.	459,837		40,590
Painted Pony Petroleum Ltd. (a)(g)	456,400		4,576
Painted Pony Petroleum Ltd. Class A (a)	630,500		6,321
Pan Orient Energy Corp.	739,800		2,811
PBF Energy, Inc. Class A (e)	78,750		2,630
Peabody Energy Corp.	751,654		18,904
Petrominerales Ltd.	1,017,100		9,055
Phillips 66	400,163		24,238
Pioneer Natural Resources Co.	89,233		10,488
Royal Dutch Shell PLC Class A sponsored ADR	319,398		22,524
Southcross Energy Partners LP	95,500		2,246
Suncor Energy, Inc.	229,900		7,814
TAG Oil Ltd. (a)(f)	3,127,900		14,645
TAG Oil Ltd. (f)(g)	146,900		688
Targa Resources Corp.	122,408		7,389
The Williams Companies, Inc.	973,192		34,110
Valero Energy Corp.	232,400		10,163
Western Gas Equity Partners LP	94,857		3,202
			526,672
TOTAL ENERGY			847,509
FINANCIALS - 13.9%
Capital Markets - 1.4%
AllianceBernstein Holding LP	115,800		2,358
Ares Capital Corp.	507,443		9,088
BlackRock, Inc. Class A	72,832		17,209
Goldman Sachs Group, Inc.	3,600		532
GP Investments Ltd. (depositary receipt) (a)	3,963,079		10,488
ICAP PLC	697,300		3,608
ICG Group, Inc. (a)	512,336		6,148
Invesco Ltd.	538,787		14,682
KKR & Co. LP	585,055		9,876
MLP AG	68,820		597
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Capital Markets - continued
Monex Group, Inc.	21,021		$ 6,151
Morgan Stanley	670,361		15,318
The Blackstone Group LP	550,463		10,184
UBS AG (NY Shares)	127,500		2,215
			108,454
Commercial Banks - 3.2%
Axis Bank Ltd.	7,241		205
Bank of Ireland (a)	124,509		24
CIT Group, Inc. (a)	438,108		18,554
Comerica, Inc.	227,800		7,827
Commerce Bancshares, Inc.	190,143		7,140
Cullen/Frost Bankers, Inc.	65,253		3,843
Guaranty Trust Bank PLC GDR (Reg. S)	751,323		6,011
KeyCorp	789,200		7,418
M&T Bank Corp.	32,797		3,368
PNC Financial Services Group, Inc.	134,000		8,281
PT Bank Rakyat Indonesia Tbk	414,500		340
Regions Financial Corp.	946,017		7,360
U.S. Bancorp	1,215,325		40,227
Wells Fargo & Co.	3,780,941		131,690
			242,288
Consumer Finance - 0.5%
Capital One Financial Corp.	607,215		34,198
Diversified Financial Services - 2.7%
Citigroup, Inc.	2,282,691		96,238
IntercontinentalExchange, Inc. (a)	45,449		6,306
JPMorgan Chase & Co.	1,495,240		70,351
PICO Holdings, Inc. (a)(f)	1,408,113		29,613
The NASDAQ Stock Market, Inc.	170,808		4,837
			207,345
Insurance - 3.6%
ACE Ltd.	119,937		10,234
AEGON NV	576,860		3,851
AFLAC, Inc.	343,551		18,229
Allied World Assurance Co. Holdings Ltd.	111,470		9,456
American International Group, Inc. (a)	432,200		16,350
Assured Guaranty Ltd.	2,199,077		39,869
Axis Capital Holdings Ltd.	98,429		3,767
Berkshire Hathaway, Inc. Class B (a)	1,256,056		121,750
Fairfax Financial Holdings Ltd. (sub. vtg.)	19,400		6,963
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Insurance - continued
MetLife, Inc.	171,086		$ 6,388
Prudential Financial, Inc.	245,016		14,182
The Travelers Companies, Inc.	218,196		17,120
Validus Holdings Ltd.	225,852		8,223
			276,382
Real Estate Investment Trusts - 2.0%
American Campus Communities, Inc.	83,300		3,879
American Tower Corp.	325,513		24,788
Beni Stabili SpA SIIQ	14,178,600		9,799
CBL & Associates Properties, Inc.	1,047,564		22,512
Cousins Properties, Inc.	662,800		5,899
Douglas Emmett, Inc.	463,359		10,806
Education Realty Trust, Inc.	1,040,600		11,186
Lexington Corporate Properties Trust	819,900		9,019
Prologis, Inc.	404,324		16,133
SL Green Realty Corp.	191,742		15,412
Sovran Self Storage, Inc.	47,117		3,074
Westfield Group unit	268,749		3,133
Weyerhaeuser Co.	410,926		12,377
			148,017
Real Estate Management & Development - 0.5%
CBRE Group, Inc. (a)	1,699,361		36,672
TOTAL FINANCIALS			1,053,356
HEALTH CARE - 12.5%
Biotechnology - 3.7%
Alnylam Pharmaceuticals, Inc. (a)	805,000		19,425
Amgen, Inc.	486,809		41,603
ARIAD Pharmaceuticals, Inc. (a)	782,940		15,565
AVEO Pharmaceuticals, Inc. (a)(e)	995,409		7,874
Biogen Idec, Inc. (a)	139,000		21,695
Biovitrum AB (a)	1,889,028		11,320
Dynavax Technologies Corp. (a)	3,874,970		11,974
Elan Corp. PLC sponsored ADR (a)	1,663,500		17,483
Gentium SpA sponsored ADR (a)	364,345		4,365
Gilead Sciences, Inc. (a)	915,508		36,117
Grifols SA ADR	566,897		15,085
Infinity Pharmaceuticals, Inc. (a)	546,320		18,821
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Biotechnology - continued
Insmed, Inc. (a)	131,000		$ 766
Intercept Pharmaceuticals, Inc.	77,600		3,134
InterMune, Inc. (a)	470,422		4,634
Isis Pharmaceuticals, Inc. (a)	331,000		4,809
KaloBios Pharmaceuticals, Inc.	445,149		3,205
KaloBios Pharmaceuticals, Inc.	150,700		1,206
KYTHERA Biopharmaceuticals, Inc.	217,869		6,094
Merrimack Pharmaceuticals, Inc.	391,800		2,378
Synageva BioPharma Corp. (a)	80,900		3,742
Theravance, Inc. (a)	910,761		20,264
ZIOPHARM Oncology, Inc. (a)(e)	2,189,550		8,693
			280,252
Health Care Equipment & Supplies - 1.0%
Align Technology, Inc. (a)	50,689		1,590
Baxter International, Inc.	64,773		4,394
Boston Scientific Corp. (a)	1,595,338		11,917
CareFusion Corp. (a)	119,642		3,714
Covidien PLC	202,184		12,604
Genmark Diagnostics, Inc. (a)	807,700		8,691
Nakanishi, Inc.	38,300		4,440
Opto Circuits India Ltd.	727,896		1,085
Sirona Dental Systems, Inc. (a)	118,404		7,870
Stryker Corp.	192,720		12,074
Syneron Medical Ltd. (a)	311,522		3,184
The Cooper Companies, Inc.	38,300		3,882
Trinity Biotech PLC sponsored ADR	48,840		788
			76,233
Health Care Providers & Services - 3.0%
Accretive Health, Inc. (a)	1,066,744		13,772
Apollo Hospitals Enterprise Ltd.	251,291		3,814
BioScrip, Inc. (a)	299,466		3,363
Brookdale Senior Living, Inc. (a)	2,066,960		55,829
CIGNA Corp.	228,645		13,339
DaVita, Inc. (a)	140,079		16,167
Emeritus Corp. (a)	603,933		16,355
Express Scripts Holding Co. (a)	588,144		31,419
McKesson Corp.	138,876		14,614
MEDNAX, Inc. (a)	81,104		6,939
Qualicorp SA (a)	949,200		9,819
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Providers & Services - continued
Quest Diagnostics, Inc.	131,047		$ 7,594
UnitedHealth Group, Inc.	650,273		35,902
			228,926
Life Sciences Tools & Services - 0.3%
Agilent Technologies, Inc.	416,259		18,640
Pharmaceuticals - 4.5%
Actavis, Inc. (a)	181,773		15,703
Allergan, Inc.	54,337		5,706
AVANIR Pharmaceuticals Class A (a)(e)	1,416,095		4,135
Biodelivery Sciences International, Inc. (a)	1,299,603		5,666
Cadence Pharmaceuticals, Inc. (a)(e)	3,743,120		17,705
Dechra Pharmaceuticals PLC	347,617		3,421
Endo Pharmaceuticals Holdings, Inc. (a)	460,000		14,564
Hi-Tech Pharmacal Co., Inc.	68,465		2,506
Horizon Pharma, Inc. (e)	3,196,305		6,808
Horizon Pharma, Inc:
warrants 2/28/17 (a)	253,903		0 *
warrants 9/25/17 (a)	932,200		0*
Impax Laboratories, Inc. (a)	211,789		4,270
Jazz Pharmaceuticals PLC (a)	186,400		10,511
Johnson & Johnson	1,458,226		107,792
Merck & Co., Inc.	1,968,653		85,144
Mylan, Inc. (a)	247,032		6,984
Novo Nordisk A/S Series B	132,737		24,436
Valeant Pharmaceuticals International, Inc. (Canada) (a)	137,100		9,091
Warner Chilcott PLC	663,286		9,399
XenoPort, Inc. (a)	643,046		5,395
Zoetis, Inc. Class A	124,300		3,232
			342,468
TOTAL HEALTH CARE			946,519
INDUSTRIALS - 12.5%
Aerospace & Defense - 2.3%
DigitalGlobe, Inc. (a)	655,425		18,332
Finmeccanica SpA (a)	326,000		2,142
General Dynamics Corp.	14,500		961
Honeywell International, Inc.	441,530		30,130
Meggitt PLC	2,825,241		19,492
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Aerospace & Defense - continued
Precision Castparts Corp.	103,611		$ 19,002
Raytheon Co.	225,788		11,895
Textron, Inc.	783,732		22,540
United Technologies Corp.	558,426		48,901
			173,395
Air Freight & Logistics - 0.5%
FedEx Corp.	18,252		1,852
Hub Group, Inc. Class A (a)	83,691		3,081
Pacer International, Inc. (a)	597,557		2,432
United Parcel Service, Inc. Class B	402,512		31,915
			39,280
Airlines - 0.1%
Copa Holdings SA Class A	21,733		2,382
easyJet PLC	123,200		1,819
			4,201
Building Products - 0.9%
Armstrong World Industries, Inc.	89,140		4,902
Lennox International, Inc.	104,986		6,038
Masco Corp.	893,081		16,424
Owens Corning (a)	788,007		32,836
Quanex Building Products Corp.	387,839		8,013
			68,213
Commercial Services & Supplies - 0.5%
Corrections Corp. of America	382,821		14,505
Multiplus SA	521,800		11,215
Republic Services, Inc.	281,605		8,980
Swisher Hygiene, Inc. (a)	2,081,064		2,809
Swisher Hygiene, Inc. (Canada) (a)(e)	1,367,162		2,051
			39,560
Construction & Engineering - 0.9%
AECOM Technology Corp. (a)	611,919		15,647
Fluor Corp.	191,625		12,423
Foster Wheeler AG (a)	682,107		17,810
MasTec, Inc. (a)	572,914		16,213
URS Corp.	105,036		4,357
			66,450
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Electrical Equipment - 1.6%
Alstom SA	369,562		$ 16,404
AMETEK, Inc.	297,842		12,209
Emerson Electric Co.	492,505		28,196
Hubbell, Inc. Class B	99,942		9,100
Prysmian SpA	742,600		15,891
Regal-Beloit Corp.	362,422		26,877
Roper Industries, Inc.	93,558		10,988
			119,665
Industrial Conglomerates - 1.3%
Carlisle Companies, Inc.	130,923		8,399
Danaher Corp.	221,684		13,286
General Electric Co.	3,422,868		76,261
Reunert Ltd.	124,060		1,035
			98,981
Machinery - 2.7%
Actuant Corp. Class A	457,661		13,492
Colfax Corp. (a)	189,642		8,460
Cummins, Inc.	166,284		19,094
Dover Corp.	115,195		7,969
Fiat Industrial SpA	1,474,205		18,986
GEA Group AG	108,804		3,944
Harsco Corp.	442,669		11,284
Illinois Tool Works, Inc.	292,048		18,349
Ingersoll-Rand PLC	547,161		28,119
Manitowoc Co., Inc.	1,112,442		19,579
Oshkosh Truck Corp. (a)	108,783		4,262
Pentair Ltd.	80,100		4,059
SPX Corp.	126,984		9,477
Stanley Black & Decker, Inc.	318,981		24,507
Timken Co.	203,681		10,919
			202,500
Marine - 0.0%
Ultrapetrol (Bahamas) Ltd. (a)	1,465,347		3,107
Professional Services - 0.4%
CRA International, Inc. (a)	268,080		4,984
Korn/Ferry International (a)	97,755		1,679
Manpower, Inc.	14,500		747
Randstad Holding NV	425,100		17,628
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Professional Services - continued
Towers Watson & Co.	90,672		$ 5,538
Verisk Analytics, Inc. (a)	14,500		800
			31,376
Road & Rail - 0.8%
Con-way, Inc.	32,800		1,029
J.B. Hunt Transport Services, Inc.	147,481		9,921
Union Pacific Corp.	403,165		53,000
			63,950
Trading Companies & Distributors - 0.5%
Houston Wire & Cable Co.	624,888		7,467
Watsco, Inc.	151,925		11,448
WESCO International, Inc. (a)	223,076		16,269
			35,184
TOTAL INDUSTRIALS			945,862
INFORMATION TECHNOLOGY - 18.4%
Communications Equipment - 1.4%
Brocade Communications Systems, Inc. (a)	708,786		4,054
Cisco Systems, Inc.	2,649,642		54,503
Motorola Solutions, Inc.	284,997		16,641
QUALCOMM, Inc.	412,790		27,257
			102,455
Computers & Peripherals - 3.8%
Apple, Inc.	520,003		236,759
Gemalto NV	83,742		7,457
NCR Corp. (a)	601,863		16,714
Seagate Technology	333,268		11,324
Western Digital Corp.	278,963		13,111
			285,365
Electronic Equipment & Components - 0.6%
Arrow Electronics, Inc. (a)	382,925		14,712
Corning, Inc.	872,662		10,472
Flextronics International Ltd. (a)	677,351		4,206
InvenSense, Inc. (a)	36,400		531
Jabil Circuit, Inc.	416,424		7,875
TE Connectivity Ltd.	133,451		5,189
Yokogawa Electric Corp.	217,300		2,421
			45,406
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Internet Software & Services - 2.4%
Active Network, Inc. (a)	705,080		$ 3,899
Baidu.com, Inc. sponsored ADR (a)	21,365		2,314
Cornerstone OnDemand, Inc. (a)	105,543		3,449
Demandware, Inc.	145,490		4,625
eBay, Inc. (a)	142,507		7,970
Facebook, Inc. Class A	453,426		14,043
Google, Inc. Class A (a)	152,402		115,169
Mail.ru Group Ltd. GDR (Reg. S)	246,600		8,204
QuinStreet, Inc. (a)	661,811		3,733
Velti PLC (a)(e)	2,120,929		7,890
VeriSign, Inc. (a)	160,050		6,948
			178,244
IT Services - 3.5%
Accenture PLC Class A	264,967		19,048
Amdocs Ltd.	260,154		9,285
Cognizant Technology Solutions Corp. Class A (a)	447,720		35,003
EPAM Systems, Inc.	514,005		10,650
ExlService Holdings, Inc. (a)	325,959		9,668
Fidelity National Information Services, Inc.	495,835		18,400
Fiserv, Inc. (a)	158,268		12,711
Gartner, Inc. Class A (a)	50,702		2,612
Global Payments, Inc.	43,494		2,143
MasterCard, Inc. Class A	61,523		31,894
Sapient Corp. (a)	707,419		8,567
ServiceSource International, Inc. (a)	968,125		5,857
Unisys Corp. (a)	791,684		17,583
Virtusa Corp. (a)	335,942		6,957
Visa, Inc. Class A	492,628		77,791
			268,169
Office Electronics - 0.3%
Xerox Corp.	2,863,581		22,937
Semiconductors & Semiconductor Equipment - 3.8%
Altera Corp.	218,117		7,289
ANADIGICS, Inc. (a)	507,076		1,308
Analog Devices, Inc.	387,459		16,909
Applied Micro Circuits Corp. (a)	364,735		3,126
ASML Holding NV	782,736		58,776
Avago Technologies Ltd.	410,959		14,700
Broadcom Corp. Class A	319,610		10,371
Cirrus Logic, Inc. (a)	586,684		16,562
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Cymer, Inc. (a)	29,215		$ 3,008
Freescale Semiconductor Holdings I Ltd. (a)	1,531,015		22,123
LTX-Credence Corp. (a)	2,307,912		14,171
MagnaChip Semiconductor Corp. (a)	347,200		5,562
Maxim Integrated Products, Inc.	639,151		20,101
Micron Technology, Inc. (a)	796,796		6,024
Monolithic Power Systems, Inc.	351,731		8,195
NXP Semiconductors NV (a)	767,732		23,024
Samsung Electronics Co. Ltd.	24,424		32,505
Skyworks Solutions, Inc. (a)	1,131,699		27,093
			290,847
Software - 2.6%
Activision Blizzard, Inc.	891,000		10,148
Adobe Systems, Inc. (a)	195,067		7,379
Autodesk, Inc. (a)	251,305		9,771
Check Point Software Technologies Ltd. (a)	371,309		18,565
Citrix Systems, Inc. (a)	373,711		27,341
Comverse Technology, Inc.	3,632,060		15,836
Comverse, Inc.	363,206		10,489
Electronic Arts, Inc. (a)	1,321,705		20,790
Jive Software, Inc. (a)	170,202		2,609
MICROS Systems, Inc. (a)	65,300		3,006
Nuance Communications, Inc. (a)	453,131		10,898
Oracle Corp.	1,129,083		40,094
Progress Software Corp. (a)	51,000		1,197
Sourcefire, Inc. (a)	90,564		3,858
Symantec Corp. (a)	304,263		6,624
VMware, Inc. Class A (a)	73,162		5,595
Workday, Inc.	85,000		4,541
			198,741
TOTAL INFORMATION TECHNOLOGY			1,392,164
MATERIALS - 4.7%
Chemicals - 1.9%
Albemarle Corp.	133,766		8,201
Ashland, Inc.	177,615		13,945
Axiall Corp. (e)	229,226		12,878
Eastman Chemical Co.	57,950		4,123
Innospec, Inc.	133,005		5,353
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Chemicals - continued
LyondellBasell Industries NV Class A	168,037		$ 10,657
Monsanto Co.	155,008		15,710
PetroLogistics LP	542,757		8,396
PPG Industries, Inc.	33,326		4,595
Praxair, Inc.	39,800		4,393
Spartech Corp. (a)	858,507		8,182
W.R. Grace & Co. (a)	687,929		49,393
			145,826
Construction Materials - 0.4%
HeidelbergCement Finance AG	107,913		6,797
Lafarge SA (Bearer)	72,700		4,445
Martin Marietta Materials, Inc.	21,825		2,155
Vulcan Materials Co.	290,494		16,430
			29,827
Containers & Packaging - 0.2%
Nampak Ltd.	2,534,100		8,893
Rock-Tenn Co. Class A	131,957		10,418
			19,311
Metals & Mining - 2.1%
Agnico-Eagle Mines Ltd. (Canada)	174,400		7,979
ArcelorMittal SA Class A unit	329,900		5,661
Commercial Metals Co.	1,119,644		18,642
Copper Mountain Mining Corp. (a)	477,400		1,680
First Quantum Minerals Ltd.	278,840		5,622
Freeport-McMoRan Copper & Gold, Inc.	439,795		15,503
Goldcorp, Inc.	357,000		12,574
Iluka Resources Ltd. (e)	471,048		4,775
Ivanplats Ltd. (g)	665,000		3,200
Ivanplats Ltd. Class A (h)	6,810,028		29,496
POSCO	8,693		2,844
Randgold Resources Ltd. sponsored ADR	253,423		23,862
Turquoise Hill Resources Ltd. (a)	3,324,736		25,601
			157,439
Paper & Forest Products - 0.1%
Canfor Corp. (a)	242,700		4,472
International Paper Co.	72,539		3,005
			7,477
TOTAL MATERIALS			359,880
Common Stocks - continued
	Shares		Value (000s)
TELECOMMUNICATION SERVICES - 0.9%
Diversified Telecommunication Services - 0.5%
CenturyLink, Inc.	549,300		$ 22,219
Frontier Communications Corp. (e)	1,038,889		4,748
PT Telkomunikasi Indonesia Tbk sponsored ADR	252,541		10,013
			36,980
Wireless Telecommunication Services - 0.4%
Crown Castle International Corp. (a)	18,400		1,298
SBA Communications Corp. Class A (a)	377,311		26,283
Vodafone Group PLC	2,535,100		6,919
			34,500
TOTAL TELECOMMUNICATION SERVICES			71,480
UTILITIES - 2.7%
Electric Utilities - 1.4%
Edison International	401,924		19,369
ITC Holdings Corp.	249,927		20,244
NextEra Energy, Inc.	505,556		36,425
Northeast Utilities	707,580		28,820
OGE Energy Corp.	39,848		2,339
			107,197
Gas Utilities - 0.1%
Atmos Energy Corp.	104,257		3,895
ONEOK, Inc.	160,267		7,534
			11,429
Independent Power Producers & Energy Traders - 0.4%
The AES Corp.	2,484,093		26,928
Multi-Utilities - 0.8%
CenterPoint Energy, Inc.	246,662		5,042
PG&E Corp.	251,671		10,731
Sempra Energy	557,849		41,867
			57,640
TOTAL UTILITIES			203,194
TOTAL COMMON STOCKS (Cost $6,025,765)		7,474,243
Preferred Stocks - 0.1%
	Shares		Value (000s)
Convertible Preferred Stocks - 0.1%
INFORMATION TECHNOLOGY - 0.1%
IT Services - 0.1%
Unisys Corp. Series A, 6.25%	92,200		$ 5,939
Nonconvertible Preferred Stocks - 0.0%
FINANCIALS - 0.0%
Commercial Banks - 0.0%
Banco Pine SA	406,444		2,974
HEALTH CARE - 0.0%
Health Care Equipment & Supplies - 0.0%
Sartorius AG (non-vtg.)	2,200		226
TOTAL NONCONVERTIBLE PREFERRED STOCKS			3,200
TOTAL PREFERRED STOCKS (Cost $9,108)		9,139

Corporate Bonds - 0.7%
		Principal Amount (000s)
Convertible Bonds - 0.6%
ENERGY - 0.1%
Energy Equipment & Services - 0.0%
Cal Dive International, Inc. 5% 7/15/17 (g)		$ 3,660		3,898
Oil, Gas & Consumable Fuels - 0.1%
Amyris, Inc. 3% 2/27/17		7,356		5,109
TOTAL ENERGY				9,007
FINANCIALS - 0.1%
Thrifts & Mortgage Finance - 0.1%
MGIC Investment Corp. 9% 4/1/63 (d)(g)		16,623		7,127
HEALTH CARE - 0.2%
Biotechnology - 0.2%
Exelixis, Inc. 4.25% 8/15/19		9,070		9,087
InterMune, Inc. 2.5% 12/15/17		2,810		3,015
Theravance, Inc. 2.125% 1/15/23		3,620		3,747
				15,849
Corporate Bonds - continued
		Principal Amount (000s)		Value (000s)
Convertible Bonds - continued
INDUSTRIALS - 0.1%
Building Products - 0.1%
Aspen Aerogels, Inc. 8% 6/1/14 (h)		$ 4,085		$ 4,085
INFORMATION TECHNOLOGY - 0.0%
Semiconductors & Semiconductor Equipment - 0.0%
GT Advanced Technologies, Inc. 3% 10/1/17		4,830		3,665
TELECOMMUNICATION SERVICES - 0.1%
Wireless Telecommunication Services - 0.1%
Clearwire Communications LLC/Clearwire Finance, Inc. 8.25% 12/1/40 (g)		3,730		4,047
TOTAL CONVERTIBLE BONDS				43,780
Nonconvertible Bonds - 0.1%
FINANCIALS - 0.1%
Commercial Banks - 0.1%
Bank of Ireland 10% 7/30/16	EUR	5,542		7,722
TOTAL CORPORATE BONDS (Cost $53,353)			51,502

Money Market Funds - 1.5%
	Shares
Fidelity Cash Central Fund, 0.16% (b)	31,926,564		31,927
Fidelity Securities Lending Cash Central Fund, 0.15% (b)(c)	83,726,256		83,726
TOTAL MONEY MARKET FUNDS (Cost $115,653)		115,653
TOTAL INVESTMENT PORTFOLIO - 100.9% (Cost $6,203,879)		7,650,537
NET OTHER ASSETS (LIABILITIES) - (0.9)%		(68,143)
NET ASSETS - 100%		$ 7,582,394

Currency Abbreviations
EUR	-	European Monetary Unit

Legend

(a) Non-income producing

(d) Non-income producing - Security is in default.

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

(f) Affiliated company

(g) 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 $33,550,000 or 0.4% of net assets.

(h) 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 $37,316,000 or 0.5% of net assets.

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
Ivanplats Ltd. Class A	10/23/12	$ 32,981
Mood Media Corp.	2/2/11	$ 4,054

* Amount represents less than $1,000

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	$ 38
Fidelity Securities Lending Cash Central Fund	1,404
Total	$ 1,442

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Body Central Corp.	$ 10,585	$ 228	$ -	$ -	$ 8,311
Double Eagle Petroleum Co.	3,787	-	-	-	4,636
Emerald Oil, Inc.	-	4,260	3,456	-	-
Emerald Oil, Inc. warrants 2/4/16	-	-	-	-	-
GeoEye, Inc.	31,912	-	19,530	-	-
LTX-Credence Corp.	14,900	898	2,352	-	-
PICO Holdings, Inc.	33,875	57	-	-	29,613
TAG Oil Ltd.	11,208	7,233	-	-	14,645
TAG Oil Ltd. (144A)	1,027	-	-	-	688
Total	$ 107,294	$ 12,676	$ 25,338	$ -	$ 57,893

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 935,744	$ 935,744	$ -	$ -
Consumer Staples	718,535	702,496	16,039	-
Energy	847,509	847,509	-	-
Financials	1,056,330	1,052,455	3,875	-
Health Care	946,745	919,104	27,641	-
Industrials	945,862	943,053	2,809	-
Information Technology	1,398,103	1,398,103	-	-
Materials	359,880	327,540	32,340	-
Telecommunication Services	71,480	64,561	6,919	-
Utilities	203,194	203,194	-	-
Corporate Bonds	51,502	-	47,417	4,085
Money Market Funds	115,653	115,653	-	-
Total Investments in Securities:	$ 7,650,537	$ 7,509,412	$ 137,040	$ 4,085

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows. (Unaudited)

United States of America	81.2%
Canada	3.4%
United Kingdom	2.5%
Netherlands	1.7%
Bermuda	1.7%
Ireland	1.6%
Others (Individually Less Than 1%)	7.9%
	100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	January 31, 2013 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $81,150) - See accompanying schedule: Unaffiliated issuers (cost $5,994,235)	$ 7,476,991
Fidelity Central Funds (cost $115,653)	115,653
Other affiliated issuers (cost $93,991)	57,893
Total Investments (cost $6,203,879)		$ 7,650,537
Cash		841
Foreign currency held at value (cost $369)		369
Receivable for investments sold: Regular delivery		86,970
Delayed delivery		2,094
Receivable for fund shares sold		3,849
Dividends receivable		4,484
Interest receivable		1,316
Distributions receivable from Fidelity Central Funds		310
Prepaid expenses		13
Other receivables		874
Total assets		7,751,657

Liabilities
Payable for investments purchased	$ 74,673
Payable for fund shares redeemed	6,577
Accrued management fee	2,711
Other affiliated payables	1,161
Other payables and accrued expenses	415
Collateral on securities loaned, at value	83,726
Total liabilities		169,263

Net Assets		$ 7,582,394
Net Assets consist of:
Paid in capital		$ 6,104,803
Distributions in excess of net investment income		(11,424)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		42,363
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		1,446,652
Net Assets		$ 7,582,394

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	January 31, 2013 (Unaudited)

Dividend Growth: Net Asset Value, offering price and redemption price per share ($6,223,281 ÷ 197,659 shares)		$ 31.48

Class K: Net Asset Value, offering price and redemption price per share ($1,359,113 ÷ 43,193 shares)		$ 31.47

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

Semiannual Report

Statement of Operations

Amounts in thousands	Six months ended January 31, 2013 (Unaudited)

Investment Income
Dividends		$ 62,978
Interest		972
Income from Fidelity Central Funds		1,442
Total income		65,392

Expenses
Management fee Basic fee	$ 20,379
Performance adjustment	(3,890)
Transfer agent fees	6,372
Accounting and security lending fees	601
Custodian fees and expenses	135
Independent trustees' compensation	25
Registration fees	40
Audit	52
Legal	25
Miscellaneous	33
Total expenses before reductions	23,772
Expense reductions	(720)	23,052
Net investment income (loss)		42,340
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	171,815
Other affiliated issuers	(11,738)
Foreign currency transactions	(76)
Total net realized gain (loss)		160,001
Change in net unrealized appreciation (depreciation) on: Investment securities	695,039
Assets and liabilities in foreign currencies	30
Total change in net unrealized appreciation (depreciation)		695,069
Net gain (loss)		855,070
Net increase (decrease) in net assets resulting from operations		$ 897,410

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Six months ended January 31, 2013 (Unaudited)	Year ended July 31, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 42,340	$ 62,998
Net realized gain (loss)	160,001	282,332
Change in net unrealized appreciation (depreciation)	695,069	(523,395)
Net increase (decrease) in net assets resulting from operations	897,410	(178,065)
Distributions to shareholders from net investment income	(73,780)	(42,120)
Distributions to shareholders from net realized gain	(120,845)	(5,141)
Total distributions	(194,625)	(47,261)
Share transactions - net increase (decrease)	(246,583)	(2,591,197)
Total increase (decrease) in net assets	456,202	(2,816,523)

Net Assets
Beginning of period	7,126,192	9,942,715
End of period (including distributions in excess of net investment income of $11,424 and undistributed net investment income of $20,016, respectively)	$ 7,582,394	$ 7,126,192

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

Semiannual Report

Financial Highlights - Dividend Growth

	Six months ended January 31, 2013	Years ended July 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 28.61	$ 28.96	$ 23.84	$ 20.25	$ 25.40	$ 32.73
Income from Investment Operations
Net investment income (loss)^D	.17	.20	.12	.13^G	.24	.43
Net realized and unrealized gain (loss)	3.50	(.41)	5.23	3.63	(4.01)	(5.08)
Total from investment operations	3.67	(.21)	5.35	3.76	(3.77)	(4.65)
Distributions from net investment income	(.30)	(.12)	(.15)	(.12)	(.37)	(.45)
Distributions from net realized gain	(.50)	(.02)	(.08)	(.05)	(1.01)	(2.23)
Total distributions	(.80)	(.14)	(.23)	(.17)	(1.38)^J	(2.68)
Net asset value, end of period	$ 31.48	$ 28.61	$ 28.96	$ 23.84	$ 20.25	$ 25.40
Total Return^B,C	13.01%	(.67)%	22.57%	18.59%	(15.33)%	(15.45)%
Ratios to Average Net Assets^E,H
Expenses before reductions	.68%^A	.91%	.93%	.93%	.62%	.64%
Expenses net of fee waivers, if any	.68%^A	.91%	.93%	.93%	.62%	.64%
Expenses net of all reductions	.66%^A	.91%	.93%	.92%	.62%	.63%
Net investment income (loss)	1.13%^A	.75%	.44%	.56%^G	1.34%	1.47%
Supplemental Data
Net assets, end of period (in millions)	$ 6,223	$ 5,905	$ 9,309	$ 7,730	$ 6,603	$ 9,502
Portfolio turnover rate^F	54%^A	63%^I	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 large, non-recurring dividend which amounted to $.04 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .40%.

^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. 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 Portfolio turnover rate excludes securities received or delivered in-kind.

^J 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.

Semiannual Report

Financial Highlights - Class K

	Six months ended January 31, 2013	Years ended July 31,
	(Unaudited)	2012	2011	2010	2009	2008^H
Selected Per-Share Data
Net asset value, beginning of period	$ 28.62	$ 28.98	$ 23.86	$ 20.26	$ 25.41	$ 27.72
Income from Investment Operations
Net investment income (loss)^D	.19	.25	.17	.18^G	.26	.10
Net realized and unrealized gain (loss)	3.51	(.43)	5.22	3.63	(4.00)	(2.41)
Total from investment operations	3.70	(.18)	5.39	3.81	(3.74)	(2.31)
Distributions from net investment income	(.35)	(.17)	(.20)	(.16)	(.41)	-
Distributions from net realized gain	(.50)	(.02)	(.08)	(.05)	(1.01)	-
Total distributions	(.85)	(.18)^M	(.27)^L	(.21)	(1.41)^K	-
Net asset value, end of period	$ 31.47	$ 28.62	$ 28.98	$ 23.86	$ 20.26	$ 25.41
Total Return^B,C	13.13%	(.52)%	22.79%	18.86%	(15.16)%	(8.33)%
Ratios to Average Net Assets^E,I
Expenses before reductions	.52%^A	.75%	.78%	.72%	.40%	.47%^A
Expenses net of fee waivers, if any	.52%^A	.75%	.78%	.72%	.40%	.47%^A
Expenses net of all reductions	.50%^A	.75%	.77%	.71%	.39%	.47%^A
Net investment income (loss)^F	1.28%^A	.91%	.60%	.76%^G	1.57%	1.66%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,359,113	$ 1,220,737	$ 633,935	$ 355,463	$ 201,625	$ 92
Portfolio turnover rate^F	54%^A	63%^J	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.

^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 Portfolio turnover rate excludes securities received or delivered in-kind.

^K 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.

^L 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.

^M Total distributions of $.18 per share is comprised of distributions from net investment income of $.169 and distributions from net realized gain of $.015 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended January 31, 2013 (Unaudited)

(Amounts in thousands except percentages)

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 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, as an investment of the Fund, but do 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.

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by investment type and may include market or investment 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 Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

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)

Valuation techniques used to value the Fund's investments by major category are as follows:

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. For corporate bonds, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities 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 (NAV) each business day and are categorized as Level 1 in the hierarchy.

Semiannual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to futures transactions, foreign currency transactions, passive foreign investment companies (PFIC), market discount, redemptions in kind, equity-debt classifications, partnerships, deferred trustees compensation, 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	$ 1,661,716
Gross unrealized depreciation	(223,220)
Net unrealized appreciation (depreciation) on securities and other investments	$ 1,438,496

Tax cost	$ 6,212,041

Delayed Delivery Transactions and When-Issued Securities. During the period, the Fund transacted in securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,964,030 and $2,285,393, respectively.

Semiannual Report

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 an annualized 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 annualized management fee rate, including the performance adjustment, was .45% 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 an asset-based fee of Class K's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each applicable class were as follows:

	Amount	% of Average Net Assets*
Dividend Growth	$ 6,054	.20
Class K	318	.05
	$ 6,372

* Annualized

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except percentages)

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR or an affiliate in a $4.25 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 $9 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.

8. 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 $720 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.

Semiannual Report

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended January 31, 2013	Year ended July 31, 2012
From net investment income
Dividend Growth	$ 58,843	$ 37,592
Class K	14,937	4,528
Total	$ 73,780	$ 42,120
From net realized gain
Dividend Growth	$ 99,451	$ 4,761
Class K	21,394	380
Total	$ 120,845	$ 5,141

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended January 31, 2013	Year ended July 31, 2012	Six months ended January 31, 2013	Year ended July 31, 2012
Dividend Growth
Shares sold	9,636	28,017	$ 289,351	$ 753,110
Reinvestment of distributions	4,994	1,596	147,845	40,357
Shares redeemed	(23,392)	(144,643)^A	(699,625)	(3,948,966)^A
Net increase (decrease)	(8,762)	(115,030)	$ (262,429)	$ (3,155,499)
Class K
Shares sold	5,028	29,433	$ 150,801	$ 801,392
Reinvestment of distributions	1,228	194	36,331	4,908
Shares redeemed	(5,716)	(8,851)	(171,286)	(241,998)
Net increase (decrease)	540	20,776	$ 15,846	$ 564,302

^A Amount includes in-kind redemptions

11. Other.

Semiannual 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

Smithfield, RI

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

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St St., Boston, MA 02210
www.fidelity.com

DGF-K-USAN-0313
1.863067.104

Fidelity®

Dividend Growth

Fund

Semiannual Report

January 31, 2013

(Fidelity Cover Art)

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.

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NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual 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 (August 1, 2012 to January 31, 2013).

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio	Beginning Account Value August 1, 2012	Ending Account Value January 31, 2013	Expenses Paid During Period* August 1, 2012 to January 31, 2013
Dividend Growth	.68%
Actual		$ 1,000.00	$ 1,130.10	$ 3.65
Hypothetical^A		$ 1,000.00	$ 1,021.78	$ 3.47
Class K	.52%
Actual		$ 1,000.00	$ 1,131.30	$ 2.79
Hypothetical^A		$ 1,000.00	$ 1,022.58	$ 2.65

^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 184/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of January 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Apple, Inc.	3.1	5.2
Wells Fargo & Co.	1.7	1.8
Berkshire Hathaway, Inc. Class B	1.6	1.6
Google, Inc. Class A	1.5	0.2
Johnson & Johnson	1.4	1.3
Citigroup, Inc.	1.3	0.5
The Coca-Cola Co.	1.2	1.5
Procter & Gamble Co.	1.2	1.1
Merck & Co., Inc.	1.1	1.2
Philip Morris International, Inc.	1.1	1.1
	15.2
Top Five Market Sectors as of January 31, 2013
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	18.5	20.9
Financials	14.1	13.0
Health Care	12.7	11.9
Industrials	12.6	11.6
Consumer Discretionary	12.3	11.7

Asset Allocation (% of fund's net assets)
As of January 31, 2013 *			As of July 31, 2012 **
	Stocks 98.6%			Stocks 97.3%
	Bonds 0.1%			Bonds 0.0%
	Convertible Securities 0.7%			Convertible Securities 1.1%
	Short-Term Investments and Net Other Assets (Liabilities) 0.6%			Short-Term Investments and Net Other Assets (Liabilities) 1.6%
* Foreign investments		18.8%	** Foreign investments		17.8%

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Semiannual Report

Investments January 31, 2013 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.6%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 12.3%
Auto Components - 0.3%
Delphi Automotive PLC (a)	298,580		$ 11,543
Tenneco, Inc. (a)	309,026		10,804
			22,347
Automobiles - 0.2%
Harley-Davidson, Inc.	219,356		11,499
Tesla Motors, Inc. (a)	132,500		4,970
			16,469
Diversified Consumer Services - 0.6%
American Public Education, Inc. (a)	39,900		1,537
Anhanguera Educacional Participacoes SA	698,500		13,592
DeVry, Inc.	319,028		8,030
Kroton Educacional SA (a)	344,900		8,469
Weight Watchers International, Inc. (e)	198,172		10,596
			42,224
Hotels, Restaurants & Leisure - 1.9%
Bloomin' Brands, Inc.	401,165		7,450
Bravo Brio Restaurant Group, Inc. (a)	493,378		7,351
Brinker International, Inc.	678,931		22,228
Club Mediterranee SA (a)	531,223		10,055
Denny's Corp. (a)	2,943,632		14,895
Hyatt Hotels Corp. Class A (a)	327,801		13,135
Icahn Enterprises LP rights	1,067,316		0
Las Vegas Sands Corp.	420,036		23,207
Penn National Gaming, Inc. (a)	21,700		1,056
Ruth's Hospitality Group, Inc. (a)	804,200		6,241
Spur Corp. Ltd.	1,579,113		4,766
Starbucks Corp.	105,099		5,898
Texas Roadhouse, Inc. Class A	621,764		10,937
Yum! Brands, Inc.	311,624		20,237
			147,456
Household Durables - 0.6%
KB Home	264,357		5,041
PulteGroup, Inc. (a)	616,307		12,782
Taylor Wimpey PLC	6,955,149		7,848
Whirlpool Corp.	188,031		21,695
			47,366
Internet & Catalog Retail - 1.0%
Amazon.com, Inc. (a)	164,745		43,740
Liberty Media Corp. Interactive Series A (a)	677,279		14,399
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Internet & Catalog Retail - continued
Ocado Group PLC (a)(e)	6,278,905		$ 10,536
priceline.com, Inc. (a)	13,030		8,932
			77,607
Leisure Equipment & Products - 0.3%
Amer Group PLC (A Shares)	268,761		4,284
Brunswick Corp.	344,623		12,462
Fenix Outdoor AB	7,246		207
Polaris Industries, Inc.	43,439		3,783
			20,736
Media - 2.0%
CBS Corp. Class B	159,409		6,651
Comcast Corp. Class A	1,651,478		62,888
McGraw-Hill Companies, Inc.	233,731		13,444
MDC Partners, Inc. Class A (sub. vtg.)	958,939		12,207
Mood Media Corp. (a)(h)	2,002,900		3,735
The Walt Disney Co.	672,212		36,219
Time Warner, Inc.	182,245		9,207
Valassis Communications, Inc.	152,155		4,269
Viacom, Inc. Class B (non-vtg.)	94,201		5,685
			154,305
Multiline Retail - 0.3%
PPR SA	60,754		13,067
Target Corp.	193,123		11,667
The Bon-Ton Stores, Inc.	178,200		2,236
			26,970
Specialty Retail - 4.1%
Advance Auto Parts, Inc.	326,785		24,025
American Eagle Outfitters, Inc.	141,248		2,855
Ascena Retail Group, Inc. (a)	743,616		12,604
AutoZone, Inc. (a)	51,240		18,943
Bed Bath & Beyond, Inc. (a)	164,172		9,637
Body Central Corp. (a)(f)	1,045,408		8,311
CarMax, Inc. (a)	225,068		8,872
Express, Inc. (a)	1,027,026		18,877
Fast Retailing Co. Ltd.	17,400		4,582
Foot Locker, Inc.	304,618		10,464
GNC Holdings, Inc.	206,500		7,422
Home Depot, Inc.	1,023,464		68,490
Kingfisher PLC	1,703,600		7,287
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
Limited Brands, Inc.	256,318		$ 12,308
Lowe's Companies, Inc.	1,119,308		42,746
MarineMax, Inc. (a)	116,329		1,359
Rent-A-Center, Inc.	229,469		8,187
Ross Stores, Inc.	137,491		8,208
SuperGroup PLC (a)(e)	1,372,787		13,249
TJX Companies, Inc.	427,454		19,312
			307,738
Textiles, Apparel & Luxury Goods - 1.0%
Deckers Outdoor Corp. (a)(e)	58,000		2,317
lululemon athletica, Inc. (a)	86,929		5,998
NIKE, Inc. Class B	422,768		22,851
PVH Corp.	228,456		27,157
Steven Madden Ltd. (a)	7,200		332
Vera Bradley, Inc. (a)(e)	385,499		9,749
VF Corp.	27,931		4,122
			72,526
TOTAL CONSUMER DISCRETIONARY			935,744
CONSUMER STAPLES - 9.5%
Beverages - 2.2%
Anheuser-Busch InBev SA NV	21,800		1,918
Beam, Inc.	86,974		5,335
Cott Corp.	984,100		8,929
Dr. Pepper Snapple Group, Inc.	655,178		29,529
Monster Beverage Corp. (a)	405,808		19,438
Remy Cointreau SA	3,600		459
SABMiller PLC	184,500		9,217
The Coca-Cola Co.	2,382,131		88,711
			163,536
Food & Staples Retailing - 1.3%
CVS Caremark Corp.	1,009,037		51,663
Eurocash SA	126,595		2,060
Kroger Co.	278,994		7,728
Rami Levi Chain Stores Hashikma Marketing 2006 Ltd.	170,260		6,206
Wal-Mart Stores, Inc.	494,991		34,625
			102,282
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Food Products - 1.9%
Bunge Ltd.	217,217		$ 17,304
D.E. Master Blenders 1753 NV (a)	282,500		3,485
Danone SA	126,900		8,794
Flowers Foods, Inc.	619,507		16,652
Green Mountain Coffee Roasters, Inc. (a)	325,837		14,835
Hilton Food Group PLC	412,902		2,067
Ingredion, Inc.	58,220		3,847
Kellogg Co.	242,720		14,199
Marine Harvest ASA (a)	8,615,478		8,627
Mead Johnson Nutrition Co. Class A	155,644		11,829
Mondelez International, Inc.	1,344,744		37,370
The J.M. Smucker Co.	61,318		5,435
			144,444
Household Products - 1.7%
Procter & Gamble Co.	1,161,394		87,290
Reckitt Benckiser Group PLC	427,600		28,497
Unicharm Corp.	214,600		11,382
			127,169
Personal Products - 0.3%
Estee Lauder Companies, Inc. Class A	99,550		6,066
Hengan International Group Co. Ltd.	692,000		6,942
Herbalife Ltd.	199,300		7,239
Nu Skin Enterprises, Inc. Class A	14,500		614
			20,861
Tobacco - 2.1%
Altria Group, Inc.	758,285		25,539
British American Tobacco PLC (United Kingdom)	271,700		14,121
Imperial Tobacco Group PLC	307,049		11,420
Japan Tobacco, Inc.	7,200		224
Lorillard, Inc.	654,333		25,565
Philip Morris International, Inc.	945,713		83,374
			160,243
TOTAL CONSUMER STAPLES			718,535
ENERGY - 11.2%
Energy Equipment & Services - 4.2%
BW Offshore Ltd.	8,883,298		9,155
Cal Dive International, Inc. (a)(e)	1,703,683		3,237
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Energy Equipment & Services - continued
Cameron International Corp. (a)	1,077,932		$ 68,244
Cathedral Energy Services Ltd.	1,181,800		6,552
Ensco PLC Class A	217,298		13,814
Essential Energy Services Ltd.	3,835,400		8,191
Fugro NV (Certificaten Van Aandelen)	63,755		3,864
Halliburton Co.	680,459		27,681
Helix Energy Solutions Group, Inc. (a)	7,253		172
McDermott International, Inc. (a)	899,079		10,942
National Oilwell Varco, Inc.	938,275		69,564
Noble Corp.	535,708		21,696
Schlumberger Ltd.	751,691		58,669
Tuscany International Drilling, Inc. (a)	4,471,471		1,076
Vantage Drilling Co. (a)	5,837,278		10,916
Xtreme Drilling & Coil Services Corp. (a)	3,427,560		5,327
Xtreme Drilling & Coil Services Corp. (g)	1,117,800		1,737
			320,837
Oil, Gas & Consumable Fuels - 7.0%
Americas Petrogas, Inc. (a)	2,225,900		5,624
Americas Petrogas, Inc. (a)(g)	2,665,500		6,735
Amyris, Inc. (a)(e)	750,192		2,281
Anadarko Petroleum Corp.	346,709		27,744
Apache Corp.	228,946		19,177
BPZ Energy, Inc. (a)(e)	2,730,178		8,600
Cabot Oil & Gas Corp.	197,500		10,424
Canadian Natural Resources Ltd.	213,676		6,453
Cobalt International Energy, Inc. (a)	455,100		11,018
Concho Resources, Inc. (a)	128,607		11,732
Crew Energy, Inc. (a)	887,100		5,292
Crown Point Energy, Inc. (a)	942,800		350
Crown Point Energy, Inc. (g)	4,157,416		1,542
Double Eagle Petroleum Co. (a)(f)	912,603		4,636
Emerald Oil, Inc. (a)	491,459		2,924
Emerald Oil, Inc. warrants 2/4/16 (a)	171,198		0
Energen Corp.	36,230		1,744
EOG Resources, Inc.	79,195		9,898
EQT Corp.	263,850		15,675
EV Energy Partners LP	71,892		4,227
Gran Tierra Energy, Inc. (Canada) (a)	1,347,400		7,187
Halcon Resources Corp.	910,000		6,952
Hess Corp.	179,956		12,086
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
InterOil Corp. (a)(e)	513,928		$ 30,671
Madalena Ventures, Inc. (a)	5,491,500		2,175
Marathon Petroleum Corp.	402,322		29,856
Markwest Energy Partners LP	179,613		9,918
Murphy Oil Corp.	206,567		12,295
Noble Energy, Inc.	19,700		2,123
Northern Oil & Gas, Inc. (a)(e)	2,112,390		34,939
Occidental Petroleum Corp.	459,837		40,590
Painted Pony Petroleum Ltd. (a)(g)	456,400		4,576
Painted Pony Petroleum Ltd. Class A (a)	630,500		6,321
Pan Orient Energy Corp.	739,800		2,811
PBF Energy, Inc. Class A (e)	78,750		2,630
Peabody Energy Corp.	751,654		18,904
Petrominerales Ltd.	1,017,100		9,055
Phillips 66	400,163		24,238
Pioneer Natural Resources Co.	89,233		10,488
Royal Dutch Shell PLC Class A sponsored ADR	319,398		22,524
Southcross Energy Partners LP	95,500		2,246
Suncor Energy, Inc.	229,900		7,814
TAG Oil Ltd. (a)(f)	3,127,900		14,645
TAG Oil Ltd. (f)(g)	146,900		688
Targa Resources Corp.	122,408		7,389
The Williams Companies, Inc.	973,192		34,110
Valero Energy Corp.	232,400		10,163
Western Gas Equity Partners LP	94,857		3,202
			526,672
TOTAL ENERGY			847,509
FINANCIALS - 13.9%
Capital Markets - 1.4%
AllianceBernstein Holding LP	115,800		2,358
Ares Capital Corp.	507,443		9,088
BlackRock, Inc. Class A	72,832		17,209
Goldman Sachs Group, Inc.	3,600		532
GP Investments Ltd. (depositary receipt) (a)	3,963,079		10,488
ICAP PLC	697,300		3,608
ICG Group, Inc. (a)	512,336		6,148
Invesco Ltd.	538,787		14,682
KKR & Co. LP	585,055		9,876
MLP AG	68,820		597
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Capital Markets - continued
Monex Group, Inc.	21,021		$ 6,151
Morgan Stanley	670,361		15,318
The Blackstone Group LP	550,463		10,184
UBS AG (NY Shares)	127,500		2,215
			108,454
Commercial Banks - 3.2%
Axis Bank Ltd.	7,241		205
Bank of Ireland (a)	124,509		24
CIT Group, Inc. (a)	438,108		18,554
Comerica, Inc.	227,800		7,827
Commerce Bancshares, Inc.	190,143		7,140
Cullen/Frost Bankers, Inc.	65,253		3,843
Guaranty Trust Bank PLC GDR (Reg. S)	751,323		6,011
KeyCorp	789,200		7,418
M&T Bank Corp.	32,797		3,368
PNC Financial Services Group, Inc.	134,000		8,281
PT Bank Rakyat Indonesia Tbk	414,500		340
Regions Financial Corp.	946,017		7,360
U.S. Bancorp	1,215,325		40,227
Wells Fargo & Co.	3,780,941		131,690
			242,288
Consumer Finance - 0.5%
Capital One Financial Corp.	607,215		34,198
Diversified Financial Services - 2.7%
Citigroup, Inc.	2,282,691		96,238
IntercontinentalExchange, Inc. (a)	45,449		6,306
JPMorgan Chase & Co.	1,495,240		70,351
PICO Holdings, Inc. (a)(f)	1,408,113		29,613
The NASDAQ Stock Market, Inc.	170,808		4,837
			207,345
Insurance - 3.6%
ACE Ltd.	119,937		10,234
AEGON NV	576,860		3,851
AFLAC, Inc.	343,551		18,229
Allied World Assurance Co. Holdings Ltd.	111,470		9,456
American International Group, Inc. (a)	432,200		16,350
Assured Guaranty Ltd.	2,199,077		39,869
Axis Capital Holdings Ltd.	98,429		3,767
Berkshire Hathaway, Inc. Class B (a)	1,256,056		121,750
Fairfax Financial Holdings Ltd. (sub. vtg.)	19,400		6,963
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Insurance - continued
MetLife, Inc.	171,086		$ 6,388
Prudential Financial, Inc.	245,016		14,182
The Travelers Companies, Inc.	218,196		17,120
Validus Holdings Ltd.	225,852		8,223
			276,382
Real Estate Investment Trusts - 2.0%
American Campus Communities, Inc.	83,300		3,879
American Tower Corp.	325,513		24,788
Beni Stabili SpA SIIQ	14,178,600		9,799
CBL & Associates Properties, Inc.	1,047,564		22,512
Cousins Properties, Inc.	662,800		5,899
Douglas Emmett, Inc.	463,359		10,806
Education Realty Trust, Inc.	1,040,600		11,186
Lexington Corporate Properties Trust	819,900		9,019
Prologis, Inc.	404,324		16,133
SL Green Realty Corp.	191,742		15,412
Sovran Self Storage, Inc.	47,117		3,074
Westfield Group unit	268,749		3,133
Weyerhaeuser Co.	410,926		12,377
			148,017
Real Estate Management & Development - 0.5%
CBRE Group, Inc. (a)	1,699,361		36,672
TOTAL FINANCIALS			1,053,356
HEALTH CARE - 12.5%
Biotechnology - 3.7%
Alnylam Pharmaceuticals, Inc. (a)	805,000		19,425
Amgen, Inc.	486,809		41,603
ARIAD Pharmaceuticals, Inc. (a)	782,940		15,565
AVEO Pharmaceuticals, Inc. (a)(e)	995,409		7,874
Biogen Idec, Inc. (a)	139,000		21,695
Biovitrum AB (a)	1,889,028		11,320
Dynavax Technologies Corp. (a)	3,874,970		11,974
Elan Corp. PLC sponsored ADR (a)	1,663,500		17,483
Gentium SpA sponsored ADR (a)	364,345		4,365
Gilead Sciences, Inc. (a)	915,508		36,117
Grifols SA ADR	566,897		15,085
Infinity Pharmaceuticals, Inc. (a)	546,320		18,821
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Biotechnology - continued
Insmed, Inc. (a)	131,000		$ 766
Intercept Pharmaceuticals, Inc.	77,600		3,134
InterMune, Inc. (a)	470,422		4,634
Isis Pharmaceuticals, Inc. (a)	331,000		4,809
KaloBios Pharmaceuticals, Inc.	445,149		3,205
KaloBios Pharmaceuticals, Inc.	150,700		1,206
KYTHERA Biopharmaceuticals, Inc.	217,869		6,094
Merrimack Pharmaceuticals, Inc.	391,800		2,378
Synageva BioPharma Corp. (a)	80,900		3,742
Theravance, Inc. (a)	910,761		20,264
ZIOPHARM Oncology, Inc. (a)(e)	2,189,550		8,693
			280,252
Health Care Equipment & Supplies - 1.0%
Align Technology, Inc. (a)	50,689		1,590
Baxter International, Inc.	64,773		4,394
Boston Scientific Corp. (a)	1,595,338		11,917
CareFusion Corp. (a)	119,642		3,714
Covidien PLC	202,184		12,604
Genmark Diagnostics, Inc. (a)	807,700		8,691
Nakanishi, Inc.	38,300		4,440
Opto Circuits India Ltd.	727,896		1,085
Sirona Dental Systems, Inc. (a)	118,404		7,870
Stryker Corp.	192,720		12,074
Syneron Medical Ltd. (a)	311,522		3,184
The Cooper Companies, Inc.	38,300		3,882
Trinity Biotech PLC sponsored ADR	48,840		788
			76,233
Health Care Providers & Services - 3.0%
Accretive Health, Inc. (a)	1,066,744		13,772
Apollo Hospitals Enterprise Ltd.	251,291		3,814
BioScrip, Inc. (a)	299,466		3,363
Brookdale Senior Living, Inc. (a)	2,066,960		55,829
CIGNA Corp.	228,645		13,339
DaVita, Inc. (a)	140,079		16,167
Emeritus Corp. (a)	603,933		16,355
Express Scripts Holding Co. (a)	588,144		31,419
McKesson Corp.	138,876		14,614
MEDNAX, Inc. (a)	81,104		6,939
Qualicorp SA (a)	949,200		9,819
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Providers & Services - continued
Quest Diagnostics, Inc.	131,047		$ 7,594
UnitedHealth Group, Inc.	650,273		35,902
			228,926
Life Sciences Tools & Services - 0.3%
Agilent Technologies, Inc.	416,259		18,640
Pharmaceuticals - 4.5%
Actavis, Inc. (a)	181,773		15,703
Allergan, Inc.	54,337		5,706
AVANIR Pharmaceuticals Class A (a)(e)	1,416,095		4,135
Biodelivery Sciences International, Inc. (a)	1,299,603		5,666
Cadence Pharmaceuticals, Inc. (a)(e)	3,743,120		17,705
Dechra Pharmaceuticals PLC	347,617		3,421
Endo Pharmaceuticals Holdings, Inc. (a)	460,000		14,564
Hi-Tech Pharmacal Co., Inc.	68,465		2,506
Horizon Pharma, Inc. (e)	3,196,305		6,808
Horizon Pharma, Inc:
warrants 2/28/17 (a)	253,903		0 *
warrants 9/25/17 (a)	932,200		0*
Impax Laboratories, Inc. (a)	211,789		4,270
Jazz Pharmaceuticals PLC (a)	186,400		10,511
Johnson & Johnson	1,458,226		107,792
Merck & Co., Inc.	1,968,653		85,144
Mylan, Inc. (a)	247,032		6,984
Novo Nordisk A/S Series B	132,737		24,436
Valeant Pharmaceuticals International, Inc. (Canada) (a)	137,100		9,091
Warner Chilcott PLC	663,286		9,399
XenoPort, Inc. (a)	643,046		5,395
Zoetis, Inc. Class A	124,300		3,232
			342,468
TOTAL HEALTH CARE			946,519
INDUSTRIALS - 12.5%
Aerospace & Defense - 2.3%
DigitalGlobe, Inc. (a)	655,425		18,332
Finmeccanica SpA (a)	326,000		2,142
General Dynamics Corp.	14,500		961
Honeywell International, Inc.	441,530		30,130
Meggitt PLC	2,825,241		19,492
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Aerospace & Defense - continued
Precision Castparts Corp.	103,611		$ 19,002
Raytheon Co.	225,788		11,895
Textron, Inc.	783,732		22,540
United Technologies Corp.	558,426		48,901
			173,395
Air Freight & Logistics - 0.5%
FedEx Corp.	18,252		1,852
Hub Group, Inc. Class A (a)	83,691		3,081
Pacer International, Inc. (a)	597,557		2,432
United Parcel Service, Inc. Class B	402,512		31,915
			39,280
Airlines - 0.1%
Copa Holdings SA Class A	21,733		2,382
easyJet PLC	123,200		1,819
			4,201
Building Products - 0.9%
Armstrong World Industries, Inc.	89,140		4,902
Lennox International, Inc.	104,986		6,038
Masco Corp.	893,081		16,424
Owens Corning (a)	788,007		32,836
Quanex Building Products Corp.	387,839		8,013
			68,213
Commercial Services & Supplies - 0.5%
Corrections Corp. of America	382,821		14,505
Multiplus SA	521,800		11,215
Republic Services, Inc.	281,605		8,980
Swisher Hygiene, Inc. (a)	2,081,064		2,809
Swisher Hygiene, Inc. (Canada) (a)(e)	1,367,162		2,051
			39,560
Construction & Engineering - 0.9%
AECOM Technology Corp. (a)	611,919		15,647
Fluor Corp.	191,625		12,423
Foster Wheeler AG (a)	682,107		17,810
MasTec, Inc. (a)	572,914		16,213
URS Corp.	105,036		4,357
			66,450
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Electrical Equipment - 1.6%
Alstom SA	369,562		$ 16,404
AMETEK, Inc.	297,842		12,209
Emerson Electric Co.	492,505		28,196
Hubbell, Inc. Class B	99,942		9,100
Prysmian SpA	742,600		15,891
Regal-Beloit Corp.	362,422		26,877
Roper Industries, Inc.	93,558		10,988
			119,665
Industrial Conglomerates - 1.3%
Carlisle Companies, Inc.	130,923		8,399
Danaher Corp.	221,684		13,286
General Electric Co.	3,422,868		76,261
Reunert Ltd.	124,060		1,035
			98,981
Machinery - 2.7%
Actuant Corp. Class A	457,661		13,492
Colfax Corp. (a)	189,642		8,460
Cummins, Inc.	166,284		19,094
Dover Corp.	115,195		7,969
Fiat Industrial SpA	1,474,205		18,986
GEA Group AG	108,804		3,944
Harsco Corp.	442,669		11,284
Illinois Tool Works, Inc.	292,048		18,349
Ingersoll-Rand PLC	547,161		28,119
Manitowoc Co., Inc.	1,112,442		19,579
Oshkosh Truck Corp. (a)	108,783		4,262
Pentair Ltd.	80,100		4,059
SPX Corp.	126,984		9,477
Stanley Black & Decker, Inc.	318,981		24,507
Timken Co.	203,681		10,919
			202,500
Marine - 0.0%
Ultrapetrol (Bahamas) Ltd. (a)	1,465,347		3,107
Professional Services - 0.4%
CRA International, Inc. (a)	268,080		4,984
Korn/Ferry International (a)	97,755		1,679
Manpower, Inc.	14,500		747
Randstad Holding NV	425,100		17,628
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Professional Services - continued
Towers Watson & Co.	90,672		$ 5,538
Verisk Analytics, Inc. (a)	14,500		800
			31,376
Road & Rail - 0.8%
Con-way, Inc.	32,800		1,029
J.B. Hunt Transport Services, Inc.	147,481		9,921
Union Pacific Corp.	403,165		53,000
			63,950
Trading Companies & Distributors - 0.5%
Houston Wire & Cable Co.	624,888		7,467
Watsco, Inc.	151,925		11,448
WESCO International, Inc. (a)	223,076		16,269
			35,184
TOTAL INDUSTRIALS			945,862
INFORMATION TECHNOLOGY - 18.4%
Communications Equipment - 1.4%
Brocade Communications Systems, Inc. (a)	708,786		4,054
Cisco Systems, Inc.	2,649,642		54,503
Motorola Solutions, Inc.	284,997		16,641
QUALCOMM, Inc.	412,790		27,257
			102,455
Computers & Peripherals - 3.8%
Apple, Inc.	520,003		236,759
Gemalto NV	83,742		7,457
NCR Corp. (a)	601,863		16,714
Seagate Technology	333,268		11,324
Western Digital Corp.	278,963		13,111
			285,365
Electronic Equipment & Components - 0.6%
Arrow Electronics, Inc. (a)	382,925		14,712
Corning, Inc.	872,662		10,472
Flextronics International Ltd. (a)	677,351		4,206
InvenSense, Inc. (a)	36,400		531
Jabil Circuit, Inc.	416,424		7,875
TE Connectivity Ltd.	133,451		5,189
Yokogawa Electric Corp.	217,300		2,421
			45,406
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Internet Software & Services - 2.4%
Active Network, Inc. (a)	705,080		$ 3,899
Baidu.com, Inc. sponsored ADR (a)	21,365		2,314
Cornerstone OnDemand, Inc. (a)	105,543		3,449
Demandware, Inc.	145,490		4,625
eBay, Inc. (a)	142,507		7,970
Facebook, Inc. Class A	453,426		14,043
Google, Inc. Class A (a)	152,402		115,169
Mail.ru Group Ltd. GDR (Reg. S)	246,600		8,204
QuinStreet, Inc. (a)	661,811		3,733
Velti PLC (a)(e)	2,120,929		7,890
VeriSign, Inc. (a)	160,050		6,948
			178,244
IT Services - 3.5%
Accenture PLC Class A	264,967		19,048
Amdocs Ltd.	260,154		9,285
Cognizant Technology Solutions Corp. Class A (a)	447,720		35,003
EPAM Systems, Inc.	514,005		10,650
ExlService Holdings, Inc. (a)	325,959		9,668
Fidelity National Information Services, Inc.	495,835		18,400
Fiserv, Inc. (a)	158,268		12,711
Gartner, Inc. Class A (a)	50,702		2,612
Global Payments, Inc.	43,494		2,143
MasterCard, Inc. Class A	61,523		31,894
Sapient Corp. (a)	707,419		8,567
ServiceSource International, Inc. (a)	968,125		5,857
Unisys Corp. (a)	791,684		17,583
Virtusa Corp. (a)	335,942		6,957
Visa, Inc. Class A	492,628		77,791
			268,169
Office Electronics - 0.3%
Xerox Corp.	2,863,581		22,937
Semiconductors & Semiconductor Equipment - 3.8%
Altera Corp.	218,117		7,289
ANADIGICS, Inc. (a)	507,076		1,308
Analog Devices, Inc.	387,459		16,909
Applied Micro Circuits Corp. (a)	364,735		3,126
ASML Holding NV	782,736		58,776
Avago Technologies Ltd.	410,959		14,700
Broadcom Corp. Class A	319,610		10,371
Cirrus Logic, Inc. (a)	586,684		16,562
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Cymer, Inc. (a)	29,215		$ 3,008
Freescale Semiconductor Holdings I Ltd. (a)	1,531,015		22,123
LTX-Credence Corp. (a)	2,307,912		14,171
MagnaChip Semiconductor Corp. (a)	347,200		5,562
Maxim Integrated Products, Inc.	639,151		20,101
Micron Technology, Inc. (a)	796,796		6,024
Monolithic Power Systems, Inc.	351,731		8,195
NXP Semiconductors NV (a)	767,732		23,024
Samsung Electronics Co. Ltd.	24,424		32,505
Skyworks Solutions, Inc. (a)	1,131,699		27,093
			290,847
Software - 2.6%
Activision Blizzard, Inc.	891,000		10,148
Adobe Systems, Inc. (a)	195,067		7,379
Autodesk, Inc. (a)	251,305		9,771
Check Point Software Technologies Ltd. (a)	371,309		18,565
Citrix Systems, Inc. (a)	373,711		27,341
Comverse Technology, Inc.	3,632,060		15,836
Comverse, Inc.	363,206		10,489
Electronic Arts, Inc. (a)	1,321,705		20,790
Jive Software, Inc. (a)	170,202		2,609
MICROS Systems, Inc. (a)	65,300		3,006
Nuance Communications, Inc. (a)	453,131		10,898
Oracle Corp.	1,129,083		40,094
Progress Software Corp. (a)	51,000		1,197
Sourcefire, Inc. (a)	90,564		3,858
Symantec Corp. (a)	304,263		6,624
VMware, Inc. Class A (a)	73,162		5,595
Workday, Inc.	85,000		4,541
			198,741
TOTAL INFORMATION TECHNOLOGY			1,392,164
MATERIALS - 4.7%
Chemicals - 1.9%
Albemarle Corp.	133,766		8,201
Ashland, Inc.	177,615		13,945
Axiall Corp. (e)	229,226		12,878
Eastman Chemical Co.	57,950		4,123
Innospec, Inc.	133,005		5,353
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Chemicals - continued
LyondellBasell Industries NV Class A	168,037		$ 10,657
Monsanto Co.	155,008		15,710
PetroLogistics LP	542,757		8,396
PPG Industries, Inc.	33,326		4,595
Praxair, Inc.	39,800		4,393
Spartech Corp. (a)	858,507		8,182
W.R. Grace & Co. (a)	687,929		49,393
			145,826
Construction Materials - 0.4%
HeidelbergCement Finance AG	107,913		6,797
Lafarge SA (Bearer)	72,700		4,445
Martin Marietta Materials, Inc.	21,825		2,155
Vulcan Materials Co.	290,494		16,430
			29,827
Containers & Packaging - 0.2%
Nampak Ltd.	2,534,100		8,893
Rock-Tenn Co. Class A	131,957		10,418
			19,311
Metals & Mining - 2.1%
Agnico-Eagle Mines Ltd. (Canada)	174,400		7,979
ArcelorMittal SA Class A unit	329,900		5,661
Commercial Metals Co.	1,119,644		18,642
Copper Mountain Mining Corp. (a)	477,400		1,680
First Quantum Minerals Ltd.	278,840		5,622
Freeport-McMoRan Copper & Gold, Inc.	439,795		15,503
Goldcorp, Inc.	357,000		12,574
Iluka Resources Ltd. (e)	471,048		4,775
Ivanplats Ltd. (g)	665,000		3,200
Ivanplats Ltd. Class A (h)	6,810,028		29,496
POSCO	8,693		2,844
Randgold Resources Ltd. sponsored ADR	253,423		23,862
Turquoise Hill Resources Ltd. (a)	3,324,736		25,601
			157,439
Paper & Forest Products - 0.1%
Canfor Corp. (a)	242,700		4,472
International Paper Co.	72,539		3,005
			7,477
TOTAL MATERIALS			359,880
Common Stocks - continued
	Shares		Value (000s)
TELECOMMUNICATION SERVICES - 0.9%
Diversified Telecommunication Services - 0.5%
CenturyLink, Inc.	549,300		$ 22,219
Frontier Communications Corp. (e)	1,038,889		4,748
PT Telkomunikasi Indonesia Tbk sponsored ADR	252,541		10,013
			36,980
Wireless Telecommunication Services - 0.4%
Crown Castle International Corp. (a)	18,400		1,298
SBA Communications Corp. Class A (a)	377,311		26,283
Vodafone Group PLC	2,535,100		6,919
			34,500
TOTAL TELECOMMUNICATION SERVICES			71,480
UTILITIES - 2.7%
Electric Utilities - 1.4%
Edison International	401,924		19,369
ITC Holdings Corp.	249,927		20,244
NextEra Energy, Inc.	505,556		36,425
Northeast Utilities	707,580		28,820
OGE Energy Corp.	39,848		2,339
			107,197
Gas Utilities - 0.1%
Atmos Energy Corp.	104,257		3,895
ONEOK, Inc.	160,267		7,534
			11,429
Independent Power Producers & Energy Traders - 0.4%
The AES Corp.	2,484,093		26,928
Multi-Utilities - 0.8%
CenterPoint Energy, Inc.	246,662		5,042
PG&E Corp.	251,671		10,731
Sempra Energy	557,849		41,867
			57,640
TOTAL UTILITIES			203,194
TOTAL COMMON STOCKS (Cost $6,025,765)		7,474,243
Preferred Stocks - 0.1%
	Shares		Value (000s)
Convertible Preferred Stocks - 0.1%
INFORMATION TECHNOLOGY - 0.1%
IT Services - 0.1%
Unisys Corp. Series A, 6.25%	92,200		$ 5,939
Nonconvertible Preferred Stocks - 0.0%
FINANCIALS - 0.0%
Commercial Banks - 0.0%
Banco Pine SA	406,444		2,974
HEALTH CARE - 0.0%
Health Care Equipment & Supplies - 0.0%
Sartorius AG (non-vtg.)	2,200		226
TOTAL NONCONVERTIBLE PREFERRED STOCKS			3,200
TOTAL PREFERRED STOCKS (Cost $9,108)		9,139

Corporate Bonds - 0.7%
		Principal Amount (000s)
Convertible Bonds - 0.6%
ENERGY - 0.1%
Energy Equipment & Services - 0.0%
Cal Dive International, Inc. 5% 7/15/17 (g)		$ 3,660		3,898
Oil, Gas & Consumable Fuels - 0.1%
Amyris, Inc. 3% 2/27/17		7,356		5,109
TOTAL ENERGY				9,007
FINANCIALS - 0.1%
Thrifts & Mortgage Finance - 0.1%
MGIC Investment Corp. 9% 4/1/63 (d)(g)		16,623		7,127
HEALTH CARE - 0.2%
Biotechnology - 0.2%
Exelixis, Inc. 4.25% 8/15/19		9,070		9,087
InterMune, Inc. 2.5% 12/15/17		2,810		3,015
Theravance, Inc. 2.125% 1/15/23		3,620		3,747
				15,849
Corporate Bonds - continued
		Principal Amount (000s)		Value (000s)
Convertible Bonds - continued
INDUSTRIALS - 0.1%
Building Products - 0.1%
Aspen Aerogels, Inc. 8% 6/1/14 (h)		$ 4,085		$ 4,085
INFORMATION TECHNOLOGY - 0.0%
Semiconductors & Semiconductor Equipment - 0.0%
GT Advanced Technologies, Inc. 3% 10/1/17		4,830		3,665
TELECOMMUNICATION SERVICES - 0.1%
Wireless Telecommunication Services - 0.1%
Clearwire Communications LLC/Clearwire Finance, Inc. 8.25% 12/1/40 (g)		3,730		4,047
TOTAL CONVERTIBLE BONDS				43,780
Nonconvertible Bonds - 0.1%
FINANCIALS - 0.1%
Commercial Banks - 0.1%
Bank of Ireland 10% 7/30/16	EUR	5,542		7,722
TOTAL CORPORATE BONDS (Cost $53,353)			51,502

Money Market Funds - 1.5%
	Shares
Fidelity Cash Central Fund, 0.16% (b)	31,926,564		31,927
Fidelity Securities Lending Cash Central Fund, 0.15% (b)(c)	83,726,256		83,726
TOTAL MONEY MARKET FUNDS (Cost $115,653)		115,653
TOTAL INVESTMENT PORTFOLIO - 100.9% (Cost $6,203,879)		7,650,537
NET OTHER ASSETS (LIABILITIES) - (0.9)%		(68,143)
NET ASSETS - 100%		$ 7,582,394

Currency Abbreviations
EUR	-	European Monetary Unit

Legend

(a) Non-income producing

(d) Non-income producing - Security is in default.

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

(f) 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
Ivanplats Ltd. Class A	10/23/12	$ 32,981
Mood Media Corp.	2/2/11	$ 4,054

* Amount represents less than $1,000

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	$ 38
Fidelity Securities Lending Cash Central Fund	1,404
Total	$ 1,442

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Body Central Corp.	$ 10,585	$ 228	$ -	$ -	$ 8,311
Double Eagle Petroleum Co.	3,787	-	-	-	4,636
Emerald Oil, Inc.	-	4,260	3,456	-	-
Emerald Oil, Inc. warrants 2/4/16	-	-	-	-	-
GeoEye, Inc.	31,912	-	19,530	-	-
LTX-Credence Corp.	14,900	898	2,352	-	-
PICO Holdings, Inc.	33,875	57	-	-	29,613
TAG Oil Ltd.	11,208	7,233	-	-	14,645
TAG Oil Ltd. (144A)	1,027	-	-	-	688
Total	$ 107,294	$ 12,676	$ 25,338	$ -	$ 57,893

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 935,744	$ 935,744	$ -	$ -
Consumer Staples	718,535	702,496	16,039	-
Energy	847,509	847,509	-	-
Financials	1,056,330	1,052,455	3,875	-
Health Care	946,745	919,104	27,641	-
Industrials	945,862	943,053	2,809	-
Information Technology	1,398,103	1,398,103	-	-
Materials	359,880	327,540	32,340	-
Telecommunication Services	71,480	64,561	6,919	-
Utilities	203,194	203,194	-	-
Corporate Bonds	51,502	-	47,417	4,085
Money Market Funds	115,653	115,653	-	-
Total Investments in Securities:	$ 7,650,537	$ 7,509,412	$ 137,040	$ 4,085

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows. (Unaudited)

United States of America	81.2%
Canada	3.4%
United Kingdom	2.5%
Netherlands	1.7%
Bermuda	1.7%
Ireland	1.6%
Others (Individually Less Than 1%)	7.9%
	100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	January 31, 2013 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $81,150) - See accompanying schedule: Unaffiliated issuers (cost $5,994,235)	$ 7,476,991
Fidelity Central Funds (cost $115,653)	115,653
Other affiliated issuers (cost $93,991)	57,893
Total Investments (cost $6,203,879)		$ 7,650,537
Cash		841
Foreign currency held at value (cost $369)		369
Receivable for investments sold: Regular delivery		86,970
Delayed delivery		2,094
Receivable for fund shares sold		3,849
Dividends receivable		4,484
Interest receivable		1,316
Distributions receivable from Fidelity Central Funds		310
Prepaid expenses		13
Other receivables		874
Total assets		7,751,657

Liabilities
Payable for investments purchased	$ 74,673
Payable for fund shares redeemed	6,577
Accrued management fee	2,711
Other affiliated payables	1,161
Other payables and accrued expenses	415
Collateral on securities loaned, at value	83,726
Total liabilities		169,263

Net Assets		$ 7,582,394
Net Assets consist of:
Paid in capital		$ 6,104,803
Distributions in excess of net investment income		(11,424)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		42,363
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		1,446,652
Net Assets		$ 7,582,394

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	January 31, 2013 (Unaudited)

Dividend Growth: Net Asset Value, offering price and redemption price per share ($6,223,281 ÷ 197,659 shares)		$ 31.48

Class K: Net Asset Value, offering price and redemption price per share ($1,359,113 ÷ 43,193 shares)		$ 31.47

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

Semiannual Report

Statement of Operations

Amounts in thousands	Six months ended January 31, 2013 (Unaudited)

Investment Income
Dividends		$ 62,978
Interest		972
Income from Fidelity Central Funds		1,442
Total income		65,392

Expenses
Management fee Basic fee	$ 20,379
Performance adjustment	(3,890)
Transfer agent fees	6,372
Accounting and security lending fees	601
Custodian fees and expenses	135
Independent trustees' compensation	25
Registration fees	40
Audit	52
Legal	25
Miscellaneous	33
Total expenses before reductions	23,772
Expense reductions	(720)	23,052
Net investment income (loss)		42,340
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	171,815
Other affiliated issuers	(11,738)
Foreign currency transactions	(76)
Total net realized gain (loss)		160,001
Change in net unrealized appreciation (depreciation) on: Investment securities	695,039
Assets and liabilities in foreign currencies	30
Total change in net unrealized appreciation (depreciation)		695,069
Net gain (loss)		855,070
Net increase (decrease) in net assets resulting from operations		$ 897,410

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Six months ended January 31, 2013 (Unaudited)	Year ended July 31, 2012
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 42,340	$ 62,998
Net realized gain (loss)	160,001	282,332
Change in net unrealized appreciation (depreciation)	695,069	(523,395)
Net increase (decrease) in net assets resulting from operations	897,410	(178,065)
Distributions to shareholders from net investment income	(73,780)	(42,120)
Distributions to shareholders from net realized gain	(120,845)	(5,141)
Total distributions	(194,625)	(47,261)
Share transactions - net increase (decrease)	(246,583)	(2,591,197)
Total increase (decrease) in net assets	456,202	(2,816,523)

Net Assets
Beginning of period	7,126,192	9,942,715
End of period (including distributions in excess of net investment income of $11,424 and undistributed net investment income of $20,016, respectively)	$ 7,582,394	$ 7,126,192

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

Semiannual Report

Financial Highlights - Dividend Growth

	Six months ended January 31, 2013	Years ended July 31,
	(Unaudited)	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 28.61	$ 28.96	$ 23.84	$ 20.25	$ 25.40	$ 32.73
Income from Investment Operations
Net investment income (loss)^D	.17	.20	.12	.13^G	.24	.43
Net realized and unrealized gain (loss)	3.50	(.41)	5.23	3.63	(4.01)	(5.08)
Total from investment operations	3.67	(.21)	5.35	3.76	(3.77)	(4.65)
Distributions from net investment income	(.30)	(.12)	(.15)	(.12)	(.37)	(.45)
Distributions from net realized gain	(.50)	(.02)	(.08)	(.05)	(1.01)	(2.23)
Total distributions	(.80)	(.14)	(.23)	(.17)	(1.38)^J	(2.68)
Net asset value, end of period	$ 31.48	$ 28.61	$ 28.96	$ 23.84	$ 20.25	$ 25.40
Total Return^B,C	13.01%	(.67)%	22.57%	18.59%	(15.33)%	(15.45)%
Ratios to Average Net Assets^E,H
Expenses before reductions	.68%^A	.91%	.93%	.93%	.62%	.64%
Expenses net of fee waivers, if any	.68%^A	.91%	.93%	.93%	.62%	.64%
Expenses net of all reductions	.66%^A	.91%	.93%	.92%	.62%	.63%
Net investment income (loss)	1.13%^A	.75%	.44%	.56%^G	1.34%	1.47%
Supplemental Data
Net assets, end of period (in millions)	$ 6,223	$ 5,905	$ 9,309	$ 7,730	$ 6,603	$ 9,502
Portfolio turnover rate^F	54%^A	63%^I	67%	85%	177%	52%