<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Fidelity Destiny Portfolios
(Name of Registrant)
File No. 2-34099
</PAGE>
0<PAGE>
FILE NO. 2-34099
Fidelity Destiny Portfolios
: Fidelity Destiny I
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended September 30, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
5,332,246 shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
7,991,172 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
7,991,172 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
7,991,172
$
138,945,156
Redemptions See Note (2) :
(7,991,172)
$
(138,945,156)
Note (2) : The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended September 30, 1994
, aggregated
11,149,412
and $193,677,416
, respectively. An additional filing
pursuant to Rule 24e-2 can be made to register a number of shares
that will include the share redemptions not utilized under Rule 24f-2.
Net Sales Pursuant to Rule 24f-2:
0
$
0
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $0
Fidelity Destiny Portfolios
:
Fidelity Destiny I
By John H. Costello
Assistant Treasurer
</PAGE>
0<PAGE>
FILE NO. 2-34099
Fidelity Destiny Portfolios
: Fidelity Destiny II
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended September 30, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
8,844,551 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
8,844,551 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
8,844,551
$
246,738,564
Redemptions:
(3,672,057)
$
(102,420,292)
Net Sales Pursuant to Rule 24f-2:
5,172,494
$
144,318,272
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $49,765.27
Fidelity Destiny Portfolios
:
Fidelity Destiny II
By John H. Costello
Assistant Treasurer
</PAGE>
November 17, 1994
Mr. John Costello, Assistant Treasurer
Fidelity Destiny Portfolios
82 Devonshire Street
Boston, MA 02109
Dear Mr. Costello:
Fidelity Destiny Fund, Inc. was a corporation organized under the laws of
the Commonwealth of Massachusetts, under the name of Fidelity Systematic
Investment Fund, Inc., whose name was changed to Fidelity Destiny Fund, Inc.
on May 21, 1969. On August 1, 1984, at the time of its reorganization as a
Massachusetts business trust, the name of Fidelity Destiny Fund Inc. was
changed to Fidelity Destiny Fund. The name was further changed to Fidelity
Destiny Portfolios (the Fund) following the filing of a supplement to the
Declaration of Trust adopted by a majority vote of the Board of Trustees
at a meeting held on December 20, 1985, and executed and delivered in Boston,
Massachusetts on January 16, 1986.
I have conducted such legal and factual inquiry as I have deemed necessary
for the purpose of rendering this opinion.
Under Article III, Section 1 of the Declaration of Trust, the beneficial
interest in the Fund shall be divided into such transferable Shares of one
or more separate and distinct Series as the Trustees shall from time to
time create and establish. The number of Shares is unlimited and each
Share shall be without par value and shall be fully paid and nonassessable.
The Trustees shall have full power and authority, in their sole discretion
and, so far as provided in the Declaration of Trust, without obtaining any
prior authorization or vote of the Shareholders of the Fund to create and
establish (and to change in any manner) Shares with such preferences,
voting powers, rights and privileges as the Trustees may from time to time
determine, to divide or combine the Shares into a greater or lesser number
and to classify or reclassify any issued Shares into one or more Series
of Shares. Under Article III, Section 4, the Trustees are empowered to
accept investments in the Fund in cash or securities from such
persons and on such terms as they may from time to time authorize. Such
investments in the Fund, subsequent to the initial contribution of capital,
shall be credited to each Shareholder's account in the form of full or
fractional Shares of the Fund at the net asset value per Share next
determined after the investment is received; provided, however, that the
Trustees may, in their sole discretion, impose a sales charge upon
investments in the Fund and issue fractional Shares.
By a vote adopted on August 1, 1984 and amended on February 22, 1985, the
Board of Trustees authorized the issue and sale of an unlimited number of
shares of beneficial interest of this Fund in accordance with the terms
included in the Registration Statement and subject to the limitations of
the Declaration of Trust and any amendments thereto.
I understand from you that, pursuant to Rule 24f-2 under the Investment
Company Act of 1940, the Fund has registered an indefinite number of shares
of beneficial interest under the Securities Act of 1933. I further
understand that, pursuant to the provisions of Rule 24f-2, the Fund is
about to file with the Securities and Exchange Commission a notice making
definite the registration of 16,835,723 shares of the Fund (the Shares)
sold in reliance upon Rule 24f-2 during the year ending September 30, 1994.
I am of the opinion that all necessary Fund action precedent to the issuance
of the Shares, has been duly taken, and that all the Shares were legally
and validly issued, and are fully paid and nonassessable except as described
in the Fund's Statement of Additional Information under the heading
"Shareholder and Trustee Liability." In rendering this opinion, I rely on
the representation by the Fund that it or its agents received consideration
for the Shares in accordance with the Fund's Declaration of Trust, and I
express no opinion as to compliance with the Securities Act of 1933, the
Investment Company Act of 1940, or applicable state "Blue Sky" or securities
laws in connection with sales of the Shares.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with a Rule 24f-2 Notice which you are
about to file under the 1940 Act with said Commission.
Sincerely,
/s/Stuart E. Fross
Stuart E. Fross
Mr. John Costello, Assistant Treasurer
November 17, 1994
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