<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Fidelity Destiny Portfolios
(Name of Registrant)
File No. 2-34099
</PAGE>
<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, 1995
(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
8,281,603 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
8,281,603 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
8,281,603
$
137,291,888
Redemptions See Note (2) :
(8,281,603)
$
(137,291,888)
Note (2) : The total number of shares redeemed for the total dollar
amount of
redemptions for the fiscal period ended September 30, 1995
, aggregated
12,689,491
and $209,384,277
, 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>
<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, 1995
(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
9,406,008 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
9,406,008 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
9,406,008
$
261,682,843
Redemptions:
(3,015,787)
$
(84,723,915)
Net Sales Pursuant to Rule 24f-2:
6,390,221
$
176,958,928
</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: $35,391.79
Fidelity Destiny Portfolios
:
Fidelity Destiny II
By John H. Costello
Assistant Treasurer
</PAGE>
November 14, 1995
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 Trust shall be divided into such transferable
Shares of one or more separate and distinct Series as the Trustees
shall from time to time create and establish. The number of Shares
is unlimited and each Share shall be without par value and shall be
fully paid and nonassessable. The Trustees shall have full power
and authority, in their sole discretion and without obtaining any
prior authorization or vote of the Shareholders of the Trust to
create and establish (and to change in any manner) Shares with such
preferences, voting powers, rights and privileges as the Trustees
may from time to time determine, to divide or combine the Shares
into a greater or lesser number, to classify or reclassify any issued
Shares into one or more Series of Shares, to abolish any one or
more Series of Shares, and to take such other action with respect to
the Shares as the Trustees may deem desirable. Under Article III,
Section 4, the Trustees shall accept investments in the Trust from
such persons and on such terms as they may from time to time
authorize. Such investments may be in the form of cash or securities
in which the appropriate Series is authorized to invest, valued as
provided in Article X, Section 3. After the date of the initial
contribution of capital, the number of Shares to represent the initial
contribution may in the Trustees discretion be considered as
outstanding and the amount received by the Trustees on account of
the contribution shall be treated as an asset of the Trust.
Subsequent investments in the Trust shall be credited to each
Shareholders account in the form of full Shares at the Net Asset
Value per Share next determined after the investment is received;
provided, however, that the Trustees may, in their sole discretion,
(a) impose a sales charge upon investments in the Trust and (b)
issue fractional Shares.
By a vote adopted on 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 Trust 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 Trust has registered an
indefinite number of shares of beneficial interest under the
Securities Act of 1933. I further understand that, pursuant to the
provisions of Rule 24f-2, the Trust is about to file with the
Securities and Exchange Commission a notice making definite the
registration of 17,687,611 shares of the Fund (the Shares) sold in
reliance upon Rule 24f-2 during the year ending September 30,
1995.
I am of the opinion that all necessary Trust 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 Trusts Statement of Additional
Information under the heading "Shareholder and Trustee Liability."
In rendering this opinion, I rely on the representation by the Trust
that it or its agents received consideration for the Shares in
accordance with the Trust's Declaration of Trust, and I express no
opinion as to compliance with the Securities Act of 1933, the
Investment Company Act of 1940, or applicable state "Blue Sky" or
securities laws in connection with sales of the Shares.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with a Rule 24f-2 Notice
which you are about to file under the 1940 Act with said
Commission.
Sincerely,
Arthur S. Loring, Esq.
Vice President - Legal
Mr. John Costello, Assistant Treasurer
November 14, 1995
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