SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT (NO)
UNDER THE SECURITIES ACT OF 1933  [ ]
Pre-Effective Amendment No.          [ ]
Post-Effective Amendment No. 60   [x]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940  [x]
Amendment No. 60 
Fidelity Destiny Portfolios          
(Exact Name of Registrant as Specified in Charter)
82 Devonshire St., Boston, MA   02109         
(Address Of Principal Executive Offices)
Registrant's Telephone Number  (617) 570-7000        
Arthur S. Loring, Secretary
82 Devonshire Street
Boston, MA 02109           
(Name and Address of Agent for Service)
It is proposed that this filing will become effective
( )  immediately upon filing pursuant to paragraph (b)
(X)  On November 29, 1995 pursuant to paragraph (b)
( )  60 days after filing pursuant to paragraph (a)(i)
( )  On (                  ) pursuant to paragraph (a)(i)
( )  75 days after filing pursuant to paragraph (a)(ii)
( )  On (                  )  pursuant to paragraph (a)(ii) of Rule 485
 
If appropriate, check the following box:
(  ) this post-effective amendment designates a new effective date for a
previously filed post-effective
              amendment.
Registrant has filed a declaration pursuant to Rule 24f-2 under the
Investment Company Act of 1940 and the notice required by such Rule on or
about November 14, 1995.
FIDELITY DESTINY PORTFOLIOS
CROSS REFERENCE SHEET
Form N-1A Item Number                                                 
 
                                                                      
 
                                                                      
 
Part A                  Prospectus Caption                            
 
                                                                      
 
1                       Cover Page                                    
 
2a                      The Funds' Expenses                           
 
  b,c                   *                                             
 
3a                      The Funds' Financial Histories                
 
  b                     *                                             
 
  c                     The Funds' Performance                        
 
4a(i)                   Destiny Funds and the Fidelity Organization   
 
  a(ii)                 The Funds' Investment Objective; The          
                        Funds'Investment Policies, Risks and          
                        Limitations                                   
 
  b,c                   The Funds' Investment Policies, Risks and     
                        Limitations                                   
 
5a,b(i)(ii)             Destiny Funds and the Fidelity Organization   
 
  b(iii), c,d,e         Management and Service Fees; Destiny          
                        Funds and the Fidelity Organization           
 
  f                     Management and Service Fees                   
 
5(g)                    Portfolio Transactions                        
 
6a(i)                   Destiny Funds and the Fidelity Organization   
 
  a(ii,iii), b,c,d      *                                             
 
  e                     Cover Page; Shareholder Services              
 
  f                     Shareholder Services                          
 
  g                     A Few Words About Distributions and Taxes     
 
7a                      Destiny Funds and the Fidelity Organization   
 
  b(i,ii)               How to Buy Shares                             
 
  b(iii)                The Funds' Expenses                           
 
  b(iv,v)               *                                             
 
  c                     Shareholder Services                          
 
  d                     How to Buy Shares                             
 
  e,f                   *                                             
 
8a                      How to Redeem Shares                          
 
  b,c,d                 *                                             
 
9                       *                                             
 
 
 
 
 
*Not Applicable
 
 
FIDELITY
DESTINY
PORTFOLIOS:
DESTINY I
DESTINY II
PROSPECTUS/ANNUAL REPORT
NOVEMBER 29, 1995
I.BD-DESPROSH-1195
Printed on recycled paper
 
AN INTERVIEW WITH 
GEORGE A. VANDERHEIDEN,
PORTFOLIO MANAGER OF
FIDELITY DESTINY PORTFOLIOS
We've provided the following market recap as context for the manager's
interview:
Strong corporate earnings and a favorable interest rate environment helped
the U.S. stock market post strong returns for the 12 months ended September
30, 1995. The Standard & Poor's Composite Index of 500 Stocks finished the
12-month period with a total return of 29.75% - well above its historical
annual average of roughly 12%. With inflation posing little threat,
interest rates fell during the first half of 1995. The Federal Reserve
Board cut the federal funds rate - the rate banks charge each other for
overnight loans - by 0.25% on July 6 to 5.75%. Large-capitalization stocks
led the rally. Technology companies - whose goods and services benefited
from both corporate and consumer demand - posted the strongest earnings
growth and stock price gains. Lower interest rates and continued merger and
acquisition activity helped financial stocks perform especially well. In
June, the Dow Jones Industrial Average closed above 4500 for the first
time. Returns from foreign markets suffered as investors brought capital
back to the U.S. The Morgan Stanley Emerging Markets Free Index was down
17.73% for the 12 months ended September 30. The Morgan Stanley EAFE
(Europe, Australia, Far East) Index returned 5.79% for the year ended
September 30. European markets have fared well through the first nine
months of 1995, while the Japanese market has struggled through much of the
year.
Q. HOW HAVE THE FUNDS PERFORMED, GEORGE?
A. For the 12 months ended September 30, 1995, Destiny I was up 27.49% and
Destiny II was up 26.98% while the S&P returned 29.75% for the same time
period. You know it's been quite a year when fund returns like these lag
the overall market.
Q. DESPITE THE STRONG RESULTS, THE FUNDS UNDERPERFORMED THE MARKET. WHY?
A. At the risk of oversimplifying, much of the large return in the market
last year came from the phenomenal performance of the technology sector.
The semiconductor group was up 96% in the past 12 months and other
technology sectors also had spectacular gains. These were on top of
impressive gains in 1992 and 1993. Although I generally find technology
stocks attractive, 
I have not made the weighting as large as some other growth funds because
of my risk-adverse discipline. My investment approach over the past 15
years has been to try to identify and invest in themes and trends early and
stay with them as long as I feel comfortable. When they become very
extended, I begin to sell. Sometimes I may sell too early and the stocks
may continue to make spectacular gains, but I'm willing to sacrifice that
if I feel as though bone-crushing declines are on the other side of those
gains.
Q. HOW HAS THIS STRATEGY WORKED IN THE PAST?
A. Very well. If the groups that were sold keep going up, the funds
underperform. However, when the group corrects, I'm protected by being
either out of the sector entirely, or by being underweighted. The last time
the funds lagged the latter stages of a bull market was in 1989 when the
funds were five or six percentage points behind the S&P 500. Over the next
five years, however, the funds beat the market by a wide margin, not once
underperforming in any year. So while the portfolios may not show some of
the spectacular gains of other growth funds this year, the risk level going
into the inevitable correction is also less.
Q. WHAT INVESTMENTS CONTRIBUTED TO THE FUNDS' PERFORMANCE?
A. The funds were modestly overweighted in technology and holdings in
Intel, Compaq, IBM, Microsoft, Solectron, Hewlett-Packard, Motorola and SCI
Systems helped the funds. Another important area was financial stocks,
which benefited from the decline in long-term interest rates. The
mortgage-related sector, including the funds' holdings of Fannie Mae and
Freddie Mac, was up 30% during the past 12 months. Banks, in which the
funds have important holdings in the regionals and money centers, were up
in excess of 30%. Aerospace and defense was also very strong with a gain of
47%. This group is represented by the funds' holdings in Boeing, Raytheon
and Loral. Philip Morris, the second largest position in the funds, also
had a good year with a gain in excess of 36%.
Q. IT LOOKS LIKE YOU'VE CONTINUED TO HOLD ON TO TREASURY BONDS . . . 
A. Yes. The move in bonds has been spectacular this year, but the equity
market put on a better show. Since the beginning of 1995, Treasury bonds
returned 21% on a total return basis while the S&P 500 returned nearly 30%.
Looking forward, bonds should continue to benefit from a slowing economy.
The three pillars of this economy over the past year have been inventory
accumulation, capital spending, and the export market, and each of these
sectors is now in a slowing mode. This is positive for inflation, for
further declines in long term interest rates and for a healthy bond market.
Q. WHAT'S YOUR OUTLOOK FOR THE NEXT SIX MONTHS?
A. The two fundamental factors driving this bull market since it started in
October 1990 have been rising earnings and falling interest rates. Treasury
bonds were yielding 9% when this bull move started five years ago. At the
current level of 6.5%, I think yields still have room to move lower given
the sluggish domestic and international economies and the current low
inflation rates. This is bullish for equities, especially interest rate
sensitive stocks. The outlook for earnings, however, is not as hopeful. The
past five years have seen one of the strongest earnings gains in the post
World War II period. However, profit margins and return on equity are back
to record levels and industrial capacity is being added so rapidly that it
is forcing down operating rates. This means that profit margins should
contract and earnings growth should come to a screeching halt by the first
quarter of 1996. My opinion is that the economic slowdown will last into
the first quarter of 1996, the earnings slowdown will last longer and that
the market will show no net gain over the next six months. I expect growth
to resume in the second half of 1996. As always, remember that it is a
market of stocks rather than a stock market and all of our resources at
Fidelity are geared to finding and investing in the best stocks for
whatever market lies ahead.
 
 
DISTRIBUTIONS
Totals of 8.0% and 6.9% of the dividends distributed during the fiscal year
were derived from interest on U.S. Government securities which are
generally exempt from state income tax for Destiny I and Destiny II,
respectively.
Totals of 35% and 31% of the dividends distributed during the fiscal year
qualifiy for the dividends-received deductions for corporate shareholders
for Destiny I and Destiny II, respectively.
The fund will notify shareholders in January 1996 of the percentages for
use 
in preparing 1995 income tax returns.
(CONTINUED AT BACK)
PERFORMANCE UPDATE - DESTINY I
$10,000 OVER 10 YEARS
 
$59,248
$44,281
$10,000 OVER 10 YEARS:  LET'S SAY YOU INVESTED $10,000 IN DESTINY I FUND ON
SEPTEMBER 30, 1985. BY SEPTEMBER 30, 1995, THE VALUE OF YOUR INVESTMENT
WOULD HAVE GROWN TO $59,248 - A 492.48% INCREASE ON YOUR INITIAL
INVESTMENT. FOR COMPARISON LOOK AT HOW A $10,000 INVESTMENT IN THE S&P 500
(WITH DIVIDENDS REINVESTED) DID OVER THE SAME PERIOD. IT WOULD HAVE GROWN
TO $44,281 - A 342.81% INCREASE.
CUMULATIVE TOTAL RETURNS                              
FOR THE PERIOD ENDED SEPTEMBER 30, 1995               
 
                                One     Five     Ten      
                                Year    Years    Years    
 
DESTINY I FUND                  27.49   207.27   492.48   
                                %       %        %        
 
S&P 500(registered trademark)   29.75   121.49   342.81   
                                %       %        %        
 
AVERAGE ANNUAL TOTAL RETURNS                          
FOR THE PERIOD ENDED SEPTEMBER 30, 1995               
 
               One Year   Five     Ten      
                          Years    Years    
 
DESTINY I      27.49%     25.17%   19.47%   
FUND                                        
 
$50/MONTH                                   
15-YEAR PLAN   -39.06%    20.66%   17.91%   
 
 THE CHARTS ABOVE SHOW DESTINY I FUND'S TOTAL RETURNS WHICH INCLUDE CHANGES
IN SHARE PRICE AND REINVESTMENT OF DIVIDENDS AND CAPITAL GAINS. THE FUND'S
CUMULATIVE TOTAL RETURNS AND AVERAGE ANNUAL TOTAL RETURNS DO NOT INCLUDE
THE EFFECTS OF THE SEPARATE SALES CHARGES AND CUSTODIAN FEES ASSESSED
THROUGH FIDELITY SYSTEMATIC INVESTMENT PLANS (THE PLANS); AVERAGE ANNUAL
TOTAL RETURNS FOR A $50/MONTH 15-YEAR PLAN INCLUDE THE EFFECTS OF THE
SEPARATE CREATION AND SALES CHARGES AND CUSTODIAN FEES ASSESSED THROUGH
DESTINY I'S $50/MONTH 15-YEAR PLAN. AS SHARES OF THE FUNDS MAY BE ACQUIRED
ONLY THROUGH THE PLANS, INVESTORS SHOULD CONSULT THE PLANS' PROSPECTUS FOR
MORE COMPLETE INFORMATION ON THE IMPACT OF THE SEPARATE CHARGES AND FEES
APPLICABLE TO EACH PLAN. THE RATE (%) OF DEDUCTIONS DECREASES
PROPORTIONATELY AS PLAN SIZES INCREASE. FIGURES FOR THE S&P 500, AN
UNMANAGED INDEX OF COMMON STOCK PRICES, INCLUDE REINVESTMENT OF DIVIDENDS.
THE S&P 500 FIGURE FOR ONE YEAR IS PUBLISHED BY S&P. THE S&P 500 IS A
REGISTERED TRADEMARK OF STANDARD & POOR'S CORPORATION.
ALL PERFORMANCE NUMBERS ARE HISTORICAL; THE FUND'S SHARE PRICE AND RETURN
WILL VARY AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES.
PERFORMANCE UPDATE - DESTINY II
$10,000 OVER LIFE OF FUND
 
$72,753
$38,088
$10,000 OVER LIFE OF FUND:  LET'S SAY YOU INVESTED $10,000 IN DESTINY II
FUND ON DECEMBER 30, 1985, WHEN THE FUND STARTED. BY SEPTEMBER 30, 1995,
THE VALUE OF YOUR INVESTMENT WOULD HAVE GROWN TO $72,753 - A 627.53%
INCREASE ON YOUR INITIAL INVESTMENT. FOR COMPARISON LOOK AT HOW A $10,000
INVESTMENT IN THE S&P 500 (WITH DIVIDENDS REINVESTED) DID OVER THE SAME
PERIOD. IT WOULD HAVE GROWN TO $38,088 -  A 280.88% INCREASE.
CUMULATIVE TOTAL RETURNS                              
FOR THE PERIOD ENDED SEPTEMBER 30, 1995               
 
                                One     Five     Life of   
                                Year    Years    Fund*     
 
DESTINY II FUND                 26.98   220.70   627.53    
                                %       %        %         
 
S&P 500(registered trademark)   29.75   121.49   280.88    
                                %       %        %         
 
AVERAGE ANNUAL TOTAL RETURNS                          
FOR THE PERIOD ENDED SEPTEMBER 30, 1995               
 
                                   Life of    
               One Year   Five     Fund/Pla   
                          Years    n*         
 
DESTINY II     26.98%     26.25%   22.55%     
FUND                                          
 
$50/MONTH                                     
15-YEAR PLAN   -39.31%    21.69%   20.90%     
 
THE CHARTS ABOVE SHOW DESTINY II FUND'S TOTAL RETURNS WHICH INCLUDE CHANGES
IN SHARE PRICE AND REINVESTMENT OF DIVIDENDS AND CAPITAL GAINS. THE FUND'S
CUMULATIVE TOTAL RETURNS AND AVERAGE ANNUAL TOTAL RETURNS DO NOT INCLUDE
THE EFFECTS OF THE SEPARATE SALES CHARGES AND CUSTODIAN FEES ASSESSED
THROUGH FIDELITY SYSTEMATIC INVESTMENT PLANS (THE PLANS); AVERAGE ANNUAL
TOTAL RETURNS FOR A $50/MONTH 15-YEAR PLAN INCLUDE THE EFFECTS OF THE
SEPARATE CREATION AND SALES CHARGES AND CUSTODIAN FEES ASSESSED THROUGH
DESTINY II'S $50/MONTH 15-YEAR PLAN. AS SHARES OF THE FUNDS MAY BE ACQUIRED
ONLY THROUGH THE PLANS, INVESTORS SHOULD CONSULT THE PLANS' PROSPECTUS FOR
MORE COMPLETE INFORMATION ON THE IMPACT OF THE SEPARATE CHARGES AND FEES
APPLICABLE TO EACH PLAN. THE RATE (%) OF DEDUCTIONS DECREASES
PROPORTIONATELY AS PLAN SIZES INCREASE. FIGURES FOR THE S&P 500, AN
UNMANAGED INDEX OF COMMON STOCK PRICES, INCLUDE REINVESTMENT OF DIVIDENDS.
THE S&P 500 FIGURE FOR ONE YEAR IS PUBLISHED BY S&P. THE S&P 500 IS A
REGISTERED TRADEMARK OF STANDARD & POOR'S CORPORATION.
* THE LIFE OF FUND AND LIFE OF PLAN FIGURES ARE FROM COMMENCEMENT OF
OPERATIONS, DECEMBER 30, 1985, TO THE PERIOD ENDED SEPTEMBER 30, 1995.
ALL PERFORMANCE NUMBERS ARE HISTORICAL; THE FUND'S SHARE PRICE AND RETURN
WILL VARY AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES.
TOP TEN EQUITY HOLDINGS - DESTINY I
 
Federal National Mortgage Association
Philip Morris Companies, Inc.
General Motors Corp.
Compaq Computer Corp.
Intel Corp.
Chrysler Corp.
Vodafone Group PLC sponsored ADR
International Business Machines Corp.
Shawmut National Corp.
Fleet Financial Group, Inc.
 
Federal National Mortgage Association
Philip Morris Companies, Inc.
Chrysler Corp.
Intel Corp.
Compaq Computer Corp.
General Motors Corp.
International Business Machines Corp.
Vodafone Group PLC sponsored ADR
Fleet Financial Group, Inc.
Shawmut National Corp.
TOP TEN EQUITY HOLDINGS - DESTINY II
 
Federal National Mortgage Association
Philip Morris Companies, Inc.
General Motors Corp.
Compaq Computer Corp.
Intel Corp.
Chrysler Corp.
Vodafone Group PLC sponsored ADR
International Business Machines Corp.
Fleet Financial Group, Inc.
Shawmut National Corp.
Federal National Mortgage Association
Philip Morris Companies, Inc.
Chrysler Corp.
Intel Corp.
Compaq Computer Corp.
General Motors Corp.
International Business Machines Corp.
Vodafone Group PLC sponsored ADR
Fleet Financial Group, Inc.
Shawmut National Corp.
TOP FIVE MARKET SECTORS - DESTINY I
 
Finance  17.9%
Technology  16.8%
Durables  9.5%
Nondurables  7.1%
Utilities  6.8%
Finance  17.7%
Technology  14.0%
Energy  8.9%
Utilities  8.3%
Durables  7.4%
TOP FIVE MARKET SECTORS - DESTINY II
 
Finance  17.6%
Technology  15.8%
Durables  9.3%
Nondurables  7.0%
Utilities  6.6%
Finance  17.4%
Technology  13.3%
Energy  8.2%
Utilities  8.0%
Durables  7.2%
FIDELITY DESTINY
PORTFOLIOS:
DESTINY I AND
DESTINY II
82 DEVONSHIRE STREET
BOSTON, MASSACHUSETTS
PROSPECTUS
November 29, 1995
 Fidelity Destiny Portfolios is an open-end management investment company
made up of two separate diversified portfolios: Destiny I and Destiny II
(the funds). Each fund seeks capital growth. Although many of the
securities in each fund's portfolio at any given time may be
income-producing, income generally will not be a consideration in the
selection of securities.
 Please read this Prospectus before investing    and keep it on file for
future reference    . It    contains important information, including how
each fund invests and the services available to shareholders.    
 Shares of each fund may be purchased only through Fidelity Systematic
Investment Plans: Destiny Plans I and Destiny Plans II (the Plans or a
Plan), a unit investment trust. Details of the Plans, including the
Creation and Sales Charges, as well as Custodian Fees, are discussed in the
Prospectus for the Plans. The charges for the first year of a Plan may
amount to as much as 50% of the amounts paid under a Plan. Prospective
investors should read this Prospectus in conjunction with the Plans'
Prospectus.
 To learn more about each fund and its investments, you can obtain a copy
of the funds' most recent financial report and portfolio listing or a copy
of the Statement of Additional Information (SAI) dated November 29, 1995.
The SAI has been filed with the Securities and Exchange Commission (SEC)
and is incorporated herein by reference (legally forms a part of the
prospectus). For a free copy of either document, call Fidelity Distributors
Corporation (FDC) at the appropriate number listed below.
FIDELITY DISTRIBUTORS CORPORATION
 FIDELITY INVESTMENTS INSTITUTIONAL SERVICES COMPANY, INC., BROKER/DEALER
SERVICES DIVISION
 NATIONWIDE (TOLL FREE)   1-800-433-0734
 IN ALASKA OR OVERSEAS (CALL COLLECT) 1-617-   328-5000    
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED BY,
ANY 
DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY THE FDIC, THE FEDERAL
RESERVE BOARD 
OR ANY OTHER AGENCY, AND ARE SUBJECT TO INVESTMENT RISK, INCLUDING THE
POSSIBLE LOSS OF 
PRINCIPAL.
LIKE ALL MUTUAL FUNDS, THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
TABLE OF CONTENTS
 PAGE PAGE
The Funds' Expenses           The Funds' Financial Histories         
The Funds' Investment Objective         
The Funds' Investment    Principles and     Risks         
   Securities and Investment Practices              
A Few Words About Distributions and Taxes         
Destiny Funds and the Fidelity Organization         
Management and Service Fees         
The Funds' Performance         
How to Buy Shares         
Shareholder Services         
How to Redeem Shares     
Financial Statements  F-17    
 
THE FUNDS' EXPENSES
 
 The expense summary format below was developed for use by all mutual funds
to help you make your investment decisions. Of course, you should consider
this expense information along with other important information, including
the funds' investment objectives and their past performance and the fees
and expenses associated with investment through the Plans.
A. SHAREHOLDER TRANSACTION EXPENSES
 Maximum Sales Load on Purchases    See Note A
 Sales Load on Reinvested Distributions    See Note A
 Deferred Sales Load Imposed on Redemptions    None
 Redemption Fees    None
 Exchange Fees    None
B. ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF NET ASSETS)
 DESTINY I DESTINY II
 Management Fees     .65    %     .75    % 
 Other Expenses     .03    %     .05    % 
 Total Operating Expenses     .68    %     .80    % 
C. EXAMPLE
 You would pay the following expenses on a $1,000 investment assuming
 a 5% annual return and full redemption at the end of each time period:
 1 YR   3 YRS  5 YRS   10 YRS
Destiny I  $    7     $    22     $    38     $    85     
Destiny II  $    8     $    26     $    44     $    99     
EXPLANATION OF TABLE
A. SHAREHOLDER TRANSACTION EXPENSES are charges you pay when you buy, sell,
or exchange shares of a fund. Neither fund will offer its shares publicly
except through the    Destiny     Plans, which impose separate Creation and
Sales Charges.        Creation and Sales Charges vary according to the
monthly investment size and duration of each Plan. Please refer to the
Destiny Plans' Prospectus for details. If you exchange shares of the funds,
other charges may apply. (See "Exchange Privilege" on page         for
information.)
B. ANNUAL FUND OPERATING EXPENSES are paid out of each fund's assets. Each
fund pays a    management     fee to Fidelity Management & Research Company
(FMR) that varies based on    its     performance. Each fund also incurs
other expenses for services such as maintaining shareholder records and
furnishing shareholder statements and financial reports. Management fees
and other expenses are reflected in each fund's share price and are not
charged directly to individual shareholder accounts. For accounts
maintained within the Plans, separate custodian fees and an annual service
fee are charged directly to Planholders. Please refer to the section
"Management and Service Fees," beginning on page         and the Destiny
Plans' Prospectus for further information.
C. The hypothetical EXAMPLE illustrates the expenses associated with a
$1,000 investment over periods of 1, 3, 5 and 10 years, based on the
expenses in the table above and an assumed annual return of 5%.    THESE
EXAMPLES ILLUSTRATE THE EFFECT OF EXPENSES, BUT ARE NOT MEANT TO SUGGEST
ACTUAL OR EXPECTED COSTS OR RETURNS, ALL OF WHICH MAY VARY.     Please
refer to page         for the funds' past performance. As stated above,
Creation and Sales Charges vary for each Plan. Generally, however, these
charges are structured to decrease as a percentage of the monthly
investment as the Plan progresses. Consequently, the major portion of the
total Creation and Sales Charges incurred during the life of a Plan are
assessed within its first year. For a detailed explanation of applicable
rate structure, please refer to the Destiny Plans' Prospectus.
 
THE FUNDS' FINANCIAL HISTORIES
 
FINANCIAL HIGHLIGHTS
The financial highlights tables that follow and each fund's financial
statements are included in the fund's Annual Report and have been audited
by Coopers & Lybrand L.L.P., independent accountants. Their report on the
financial statements and financial highlights is included in the Annual
Report. The financial statements, the financial highlights and the report
are a part of this Prospectus.
 
A LOOK AT DESTINY I'S HISTORY
   DESTINY I    
 
 
 
<TABLE>
<CAPTION>
<S>                               
<C>        <C>         <C>         <C>         <C>          <C>         <C>         <C>        <C>           <C>        <C>
    Selected Per-Share 
 Data and Ratios 
 
Years ended September        
1995        1994D       1993E       1993F       1992F       1991F       1990F       1989F       1988F        1987F       1986F      
 30
 
 Net asset value,              
17.70       16.86       17.22       16.54       15.23       14.24       14.03       12.44       15.93        16.04       12.81     
 beginning of period
 
 Income from Investment 
 Operations  
 
 Net investment income        
 .41         .30         .04         .26         .31         .33         .46C        .30         .24          .28         .33       
 
  Net realized and             
3.54        1.69        .75         3.16        2.55        1.25        1.18        1.81        (.35)        2.47        4.50      
 unrealized gain
 (loss) on investments  
 
 Total from investment        
3.95        1.99        .79         3.42        2.86        1.58        1.64        2.11        (.11)        2.75        4.83      
 operations  
 
Less Distributions 
 
  From net  investment         
(.34)       (.11)       (.14)       (.30)       (.49)       (.10)       (.38)       (.26)       (.39)        (.32)       (.46)     
 income  
 
  From net realized gain       
(2.53)      (1.04)      (1.01)      (2.44)      (1.06)      (.49)       (1.05)      (.26)       (2.99)       (2.54)      (1.14)    
 
  Total distributions          
(2.87)      (1.15)      (1.15)      (2.74)      (1.55)      (.59)       (1.43)      (.52)       (3.38)       (2.86)      (1.60)    
 
 Net asset value, end of      
$ 18.78     $ 17.70     $ 16.86     $ 17.22     $ 16.54     $ 15.23     $ 14.24     $ 14.03     $ 12.44      $ 15.93     $ 16.04    
 period  
 
 Total returnB                 
27.49%      12.30%      4.77%       23.90%      20.18%      11.93%      12.17%      17.90%      (1.45)%      22.43%      43.09%    
 
 Net assets, end of           
$ 4,053     $ 3,273     $ 2,973     $ 2,869     $ 2,373     $ 2,023     $ 1,832     $ 1,662     $ 1,440      $ 1,461     $ 1,165    
 period (in millions) 
 
 Ratio of expenses to          
 .68%        .70%        .65%A       .66%        .61%        .50%        .53%        .60%        .60%         .60%        .60%      
 average net
 assets 
 
 Ratio of net investment       
2.35%       1.69%       1.11%A      1.83%       2.00%       2.45%       3.37%       2.35%       2.10%        2.20%       2.70%     
 income to average net
 assets  
 
 Portfolio turnover rate       
55%         77%         82%A        75%         75%         84%         75%         72%         80%          91%         108%      
    
</TABLE>
 
   A Annualized
B Total returns for periods of less than one year are not annualized.
C Investment income per share reflects special dividends of $.06 and $.03
per share, respectively.
D Effective October 1, 1993, the fund adopted Statement of Position 93-2,
"Determination, Disclosure, and Financial Statement Presentation of Income,
Capital Gain, and Return of Capital Distributions by Investment Companies."
As a result, net investment income per share may reflect certain
reclassifications related to book to tax differences.
E Three months ended September 30, 1993
F Years ended June 30
 
A LOOK AT DESTINY II'S HISTORY
DESTINY II    
 
 
 
<TABLE>
<CAPTION>
<S>                               
<C>         <C>         <C>         <C>        <C>         <C>         <C>         <C>         <C>          <C>        <C> 
    Selected Per-Share
 Data and Ratios  
 
 Years ended September        
1995        1994E       1993F       1993G       1992G       1991G       1990G       1989G       1988G       1987G       1986H       
 30 
 
 Net asset value,              
28.55       26.68       26.46       24.68       23.50       21.11       20.64       18.25       20.98       16.53       10.00      
 beginning of period 
 
 Income from 
 Investment Operations  
 
  Net investment               
 .66         .42         .04         .26         .33         .29         .56C        .24         .13         .02         .03        
 income  
 
 Net realized and             
5.97        2.86        1.23        4.85        4.08        2.61        2.27        2.72        (.19)       4.73        6.50       
 unrealized gain
 (loss) on investments
 
 Total from investment        
6.63        3.28        1.27        5.11        4.41        2.90        2.83        2.96        (.06)       4.75        6.53       
 operations 
 
 Less Distributions 
 
 From net investment          
(.50)       (.12)       (.14)       (.36)       (.34)       (.35)       (.36)       (.18)       (.09)       --          --         
 income  
 
  From net realized gain       
(2.96)      (1.29)      (.91)       (2.97)      (2.89)      (.16)       (2.00)      (.39)       (2.58)      (.30)       --         
 
  Total distributions          
(3.46)      (1.41)      (1.05)      (3.33)      (3.23)      (.51)       (2.36)      (.57)       (2.67)      (.30)       --         
 
 Net asset value, end of      
$ 31.72     $ 28.55     $ 26.68     $ 26.46     $ 24.68     $ 23.50     $ 21.11     $ 20.64     $ 18.25     $ 20.98     $ 16.53     
 period
 
 Total returnB                 
26.98%      12.67%      4.93%       23.28%      20.61%      14.35%      14.42%      16.76%      (.23)%      29.37%      65.30%     
 
 Net assets, end of           
$ 2,032     $ 1,437     $ 1,143     $ 1,061     $ 479       $ 326       $ 221       $ 143       $ 78        $ 37        $ 5         
 period (in millions) 
 
 Ratio of expenses to          
 .80%        .80%        .84%A       .84%        .88%        .84%        .87%        .97%        1.12%       1.50%       1.50%A,    
 average net                                                                                                           D           
 assets     
 
 Ratio of net investment       
2.33%       1.56%       .69%A       1.41%       1.60%       1.70%       3.07%       1.53%       1.07%       .39%        1.07%A     
 income to average net
 assets 
 
 Portfolio turnover rate       
52%         72%         80%A        81%         113%        129%        112%        128%        148%        183%        228%A      
    
 
</TABLE>
 
   A Annualized
B Total returns for periods of less than one year are not annualized.
C Investment income per share reflects special dividends of $.14 and $.06
per share, respectively.
D Expenses have been limited to a percentage of average net assets in
accordance with various state expense limitation regulations. Expenses
borne by the investment adviser amounted to $.14 per share for the period
ended June 30, 1986.
E Effective October 1, 1993, the fund adopted Statement of Position 93-2,
"Determination, Disclosure, and Financial Statement Presentation of Income,
Capital Gain, and Return of Capital Distributions by Investment Companies."
As a result, net investment income per share may reflect certain
reclassifications related to book to tax differences.
F Three months ended September 30, 1993
G Years ended June 30
H December 30, 1985 (commencement of operations) to June 30, 1986    
 
THE FUNDS' INVESTMENT OBJECTIVE
 
 Each fund seeks capital growth. Although many of the securities in each
fund's portfolio at any given time may be income-producing, income
generally will not be a consideration in the selection of securities. Each
fund may not always achieve its objective, but each will always follow the
investment style described below.
 
   THE FUNDS' INVESTMENT PRINCIPLES AND RISKS    
 
 Each fund seeks capital growth primarily from equity securities. Each fund
will tend to be fully invested in common stocks and securities convertible
into common stocks, but may also buy other types of securities such as
preferred stocks    or     bonds. The funds have the flexibility to invest
in large or small, domestic or foreign issuers.
    The value of each fund's domestic and foreign investments varies in
response to many factors. Stock values fluctuate in response to the
activities of individual companies and general market and economic
conditions. In the short-term, stock prices can fluctuate dramatically in
response to these factors. The securities of small, less well-known
companies may be more volatile than those of larger companies. Over time,
however, stocks have shown greater growth potential than other types of
securities. FMR may use various investment techniques to hedge a portion of
the funds' risks, but there is no guarantee that these strategies will work
as FMR intends. Also, as a mutual fund, each fund seeks to spread
investment risk by diversifying its holdings among many companies and
industries.  When you sell your shares, they may be worth more or less than
what you paid for them.    
 FMR normally invests each fund's assets according to its investment
strategy. Each fund also reserves the right to invest without limitation in
preferred stock and investment-grade debt instruments for temporary,
defensive purposes.
 
   SECURITIES AND INVESTMENT PRACTICES    
 
 The following pages contain more detailed information about types of
instruments in which a fund may invest, strategies FMR may employ in
pursuit of a fund's investment objective, and a summary of related risks.
   Any restrictions listed supplement those discussed in the section "The
Funds' Investment Principles and Risks."     A complete listing of each
fund's limitations and more detailed information about each fund's
investments are contained in the funds' SAI. Policies and limitations are
considered at the time of purchase; the sale of instruments is not required
in the event of a subsequent change in circumstances.
 FMR may not buy all of these instruments or use all of these techniques
unless it believes that they are consistent with a fund's investment
objective and policies and that doing so will help a fund achieve its goal.
Current holdings and recent investment strategies are described in each
fund's financial reports, which are sent to shareholders twice a year. For
a free SAI or financial report, call 1-800-433-0734 or your investment
professional.
 EQUITY SECURITIES may include common stocks, preferred stocks, convertible
securities, and warrants. Common stocks, the most familiar type, represent
an equity (ownership) interest in a corporation. Although equity securities
have a history of long-term growth in value, their prices fluctuate based
on changes in a company's financial condition and on overall market and
economic conditions. Smaller companies are especially sensitive to these
factors.
 RESTRICTION: With respect to 75% of its total assets, each fund may not
purchase more than 10% of the outstanding voting securities of any issuer.
 DEBT SECURITIES. Bonds and other debt instruments are used by issuers to
borrow money from investors. The issuer pays the investor a fixed or
variable rate of interest, and must repay the amount borrowed at maturity.
Some debt securities, such as zero coupon bonds, do not pay current
interest, but are purchased at a discount from their face values. In
general, bond prices rise when interest rates fall, and vice versa. Debt
securities, loans and other direct debt have varying degrees of quality and
varying levels of sensitivity to changes in interest rates. Longer-term
bonds are generally more sensitive to interest rate changes than short-term
bonds.
 Lower-quality debt securities (sometimes called "junk bonds") are
considered to have speculative characteristics, and involve greater risk of
default or price changes due to changes in the issuer's creditworthiness,
or they may already be in default. The market prices of these securities
may fluctuate more than higher-quality securities and may decline
significantly in periods of general economic difficulty.
 The following table provides a summary of ratings assigned to debt
holdings (not including money market instruments) in the funds' portfolios.
These figures are dollar-weighted averages of month-end portfolio holdings
during fiscal 1995, and are presented as a percentage of total security
investments. These percentages are historical and do not necessarily
indicate a fund's current or future debt holdings.
   
FISCAL 1995 DEBT HOLDINGS, BY RATING
FISCAL 1995 DEBT HOLDINGS, BY RATING MOODY'S STANDARD & POOR'S
 
 INVESTORS SERVICE, INC.  CORPORATION 
 RATING  AVERAGE [A]  RATING  AVERAGE[A]
INVESTMENT GRADE    
 
Highest quality Aaa 11.0% AAA 11.0%
 
High quality Aa 0.0% AA 0.0%
 
Upper-medium grade A 0.0% A 0.0%
 
Medium grade Baa 0.0% BBB 0.0%
LOWER QUALITY    
 
Moderately speculative Ba 0.0% BB 0.0%
 
Speculative B 0.0% B 0.0%
 
Highly speculative Caa 0.0% CCC 0.0%
 
Poor quality Ca 0.0% CC 0.0%
 
Lowest quality, no interest C  C 
 
In default, in arrears --  D 0.0%
 
    
[A] FOR SOME FOREIGN GOVERNMENT OBLIGATIONS, FMR ASSIGNS THE RATINGS OF THE
SOVEREIGN CREDIT OF THE 
ISSUING GOVERNMENT. THE DOLLAR-WEIGHTED AVERAGE OF DEBT SECURITIES NOT
RATED DIRECTLY OR INDIRECTLY BY 
MOODY'S OR S&P AMOUNTED TO 0% FOR     DESTINY I    AND 0% FOR     DESTINY
II   . THIS MAY INCLUDE SECURITIES RATED 
BY OTHER NATIONALLY RECOGNIZED RATING SERVICES, AS WELL AS UNRATED
SECURITIES. REFER TO THE FUNDS' SAI FOR 
A MORE COMPLETE DISCUSSION OF THESE RATINGS.    
 RESTRICTIONS: Purchase of a debt security is consistent with a fund's debt
quality policy if it is rated at or above the stated level by Moody's or
rated in the equivalent categories by S&P, or is unrated but judged to be
of equivalent quality by FMR. Each fund currently intends to limit its
investments in lower than Baa-quality debt securities to 10% of its assets.
 EXPOSURE TO FOREIGN MARKETS. Foreign securities, foreign currencies, and
securities issued by U.S. entities with substantial foreign operations may
involve additional risks and considerations. These include risks relating
to political or economic conditions in foreign countries, fluctuations in
foreign currencies, withholding or other taxes, operational risks,
increased regulatory burdens, and the potentially less stringent investor
protection and disclosure standards of foreign markets. Additionally,
governmental issuers of foreign securities may be unwilling to repay
principal and interest when due, and may require that the conditions for
payment be renegotiated. All of these factors can make foreign investments,
especially those in developing countries, more volatile.
 REPURCHASE AGREEMENTS. In a repurchase agreement, a fund buys a security
at one price and simultaneously agrees to sell it back at a higher price.
Delays or losses could result if the other party to the agreement defaults
or becomes insolvent.
 ADJUSTING INVESTMENT EXPOSURE. A fund can use various techniques to
increase or decrease its exposure to changing security prices, interest
rates, currency exchange rates, commodity prices, or other factors that
affect security values. These techniques may involve derivative
transactions such as buying and selling options and futures contracts,
entering into currency exchange contracts or swap agreements, and
purchasing indexed securities.
 FMR can use these practices to adjust the risk and return characteristics
of a fund's portfolio of investments. If FMR judges market conditions
incorrectly or employs a strategy that does not correlate well with a
fund's investments, these techniques could result in a loss, regardless of
whether the intent was to reduce risk or increase return. These techniques
may increase the volatility of a fund and may involve a small investment of
cash relative to the magnitude of the risk assumed. In addition, these
techniques could result in a loss if the counterparty to the transaction
does not perform as promised.
 DIRECT DEBT. Loans and other direct debt instruments are interests in
amounts owed to another party by a company, government, or other borrower.
They have additional risks beyond conventional debt securities because they
may entail less legal protection for a fund, or there may be a requirement
that the fund supply additional cash to a borrower on demand.
 ILLIQUID AND RESTRICTED SECURITIES. Some investments may be determined by
FMR, under the supervision of the Board of Trustees, to be illiquid, which
means that they may be difficult to sell promptly at an acceptable price.
The sale of some illiquid securities, and some other securities, may be
subject to legal restrictions. Difficulty in selling securities may result
in a loss or may be costly to a fund.
 RESTRICTION: Each fund may not purchase a security if, as a result, more
than 10% of its net assets would be invested in illiquid securities.
 OTHER INSTRUMENTS may include real estate-related instruments.
 DIVERSIFICATION. Diversifying a fund's investment portfolio can reduce the
risks of investing. This may include limiting the amount of money invested
in any one issuer or, on a broader scale, in any one industry. Economic,
business, or political changes can affect all securities of a similar type.
 RESTRICTIONS: With respect to 75% of its total assets, each fund may not
purchase a security if, as a result, more than 5% would be invested in the
securities of any issuer. These limitations do not apply to U.S. Government
securities.
 BORROWING. Each fund may borrow from banks or from other funds advised by
FMR, or through reverse repurchase agreements. If a fund borrows money, its
share price may be subject to greater fluctuation until the borrowing is
paid off. If a fund makes additional investments while borrowings are
outstanding, this may be considered a form of leverage.
 RESTRICTION: Each fund may borrow only for temporary or emergency
purposes, but not in an amount exceeding 331/3% of its total assets.
 LENDING securities to broker-dealers and institutions, including
   Fidelity Brokerage Services, Inc. (    FBSI   )    , an affiliate of
FMR, is a means of earning income. This practice could result in a loss or
delay in recovering a fund's securities. A fund may also lend money to
other funds advised by FMR.
 RESTRICTION: Loans, in the aggregate, may not exceed 331/3% of a fund's
total assets.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
 Some of the policies and restrictions discussed on the preceding pages are
fundamental, that is, subject to change only by shareholder approval. The
following paragraphs restate all those that are fundamental. All policies
stated throughout this prospectus, other than those identified in the
following paragraphs, can be changed without shareholder approval.
 Each fund seeks capital growth. Although many of the securities in each
fund's portfolio at any given time may be income-producing, income
generally will not be a consideration in the selection of securities.
 With respect to 75% of its total assets, each fund may not purchase a
security if, as a result, more than 5% would be invested in the securities
of any issuer and may not purchase more than 10% of the outstanding voting
securities of any issuer.
 Each fund may borrow only for temporary or emergency purposes, but not in
an amount exceeding 331/3% of its total assets.
 Loans, in the aggregate, may not exceed 331/3% of each fund's total
assets.
MATCHING THE FUNDS TO YOUR INVESTMENT NEEDS
 Shares of each fund may be acquired only through the purchase of an
interest in Fidelity Systematic Investment Plans: Destiny Plans I or
Destiny Plans II. The funds are designed for you if you are seeking
accumulation of capital through regular, systematic investing over a period
of 10 years or more. Investments in the funds are based on the concept of
"dollar-cost averaging." This involves consistently buying uniform dollar
amounts of a security regardless of the price, at regular intervals. When
prices are low, more shares are bought than when prices are high. Because
the value of the securities in each fund fluctuates with market conditions,
if you liquidate your Plan investment when the market value of your shares
is less than their original cost, including the initial Plan's Creation and
Sales Charges, you will incur a loss. Investments in a systematic
investment plan do not eliminate market risk. While FMR will seek to
realize capital growth over the lifetime of a Plan, the policies FMR
follows may not be appropriate if you are unable to complete your Plan. You
should also consider your ability to continue to invest during periods of
varying economic and market conditions.
 Receipt by each fund of investments on a systematic basis tends to provide
a more consistent level of fund assets than might be the case for those
funds whose shares are sold directly and may allow each fund to plan for
the gradual accumulation of various individual security positions. One
example of how each fund could employ this concept is through the program
of dollar-cost averaging as described above. Such a program could be
hampered by increased net redemptions or the failure of Plan investors to
purchase shares.
 FMR is also the investment adviser to certain other investment companies
not sold through systematic investment plans, which also have objectives of
capital growth. The investment policies employed by each of these funds
vary, as do the sales charges assessed to fund share purchases and the
investment results each has attained.
 
A FEW WORDS ABOUT DISTRIBUTIONS AND TAXES
 
 Each fund distributes substantially all of its net income and capital
gains to shareholders each year. Normally, dividends and capital gains are
distributed in December.
 As with any investment, you should consider how your investment in a fund
will be taxed. If your account is not a tax-deferred retirement account,
you should be aware of these tax implications.
 TAXES ON DISTRIBUTIONS. Distributions are subject to federal income tax,
and may also be subject to state or local taxes. If you live outside the
United States, your distributions could also be taxed by the country in
which you reside. Your distributions are taxable when they are paid,
whether you take them in cash or reinvest them. However, distributions
declared in December and paid in January are taxable as if they were paid
on December 31.
 For federal tax purposes, each fund's income and short-term capital gain
distributions are taxed as dividends; long-term capital gain distributions
are taxed as long-term capital gains.
 Every January, the transfer agent will send you and the IRS a statement
showing the taxable distributions paid to you in the previous year.
 TAXES ON TRANSACTIONS. Your redemptions-including exchanges-are subject to
capital gains tax. A capital gain or loss is the difference between the
cost of your shares and the price you receive when you sell them.
 Whenever you sell shares of a fund, the transfer agent will send you a
confirmation statement showing how many shares you sold and at what price.
 You will also receive a transaction statement at least quarterly. However,
it is up to you or your tax preparer to determine whether this sale
resulted in a capital gain and, if so, the amount of tax to be paid. BE
SURE TO KEEP YOUR REGULAR ACCOUNT STATEMENTS; the information they contain
will be essential in calculating the amount of your capital gains.
 "BUYING A DIVIDEND." If you buy shares just before a fund deducts a
distribution from its NAV, you will pay the full price for the shares and
then receive a portion of the price back in the form of a taxable
distribution.
 CURRENCY         CONSIDERATIONS. If    a     fund's dividends exceed its
taxable income in any year, which is sometimes the result of
currency-related losses, all or a portion of the fund's dividends may be
treated as a return of capital to shareholders for tax purposes. To
minimize the risk of a return of capital,    a     fund may adjust its
dividends to take currency fluctuations into account, which may cause the
dividends to vary. Any return of capital will reduce the cost basis of your
shares, which will result in a higher reported capital gain or a lower
reported capital loss when you sell your shares. The statement you receive
in January will specify if any distributions included a return of capital.
 EFFECT OF FOREIGN TAXES. Foreign governments may impose taxes on the funds
and their investments and these taxes generally will reduce the fund's
distributions.
 There are tax requirements that all funds must follow in order to avoid
federal taxation. In its effort to adhere to these requirements, a fund may
have to limit its investment activity in some types of instruments. 
 When you sign your Plan Application, you will be asked to certify that
your social security or taxpayer identification number is correct and that
you are not subject to 31% backup withholding for failing to report income
to the IRS. If you violate IRS regulations, the IRS can require the funds
to withhold 31% of your taxable distributions and redemptions.
 
DESTINY FUNDS AND THE FIDELITY ORGANIZATION
 
 EACH FUND IS A MUTUAL FUND: an investment that pools shareholders' money
and invests it toward a specified goal. Each fund is a diversified fund of
Fidelity Destiny Portfolios, an open-end management investment company
originally organized as a Massachusetts corporation on January 7, 1969 and
reorganized as a Massachusetts business trust on June 20, 1984.
 EACH FUND IS GOVERNED BY A BOARD OF TRUSTEES which is responsible for
protecting the interests of shareholders. The trustees are experienced
executives who meet throughout the year to oversee the funds' activities,
review contractual arrangements with companies that provide services to the
funds, and review the funds' performance. The majority of the trustees are
not otherwise affiliated with Fidelity. 
 THE FUNDS MAY HOLD SPECIAL MEETINGS AND MAIL PROXY MATERIALS. These
meetings may be called to elect or remove trustees, change fundamental
policies, approve a management contract, or for other purposes.
Shareholders not attending these meetings are encouraged to vote by proxy.
The transfer agent    or the Plans' custodian, as applicable,     will mail
proxy materials in advance, including a voting card and information about
the proposals to be voted on. The number of votes you are entitled to is
based upon the dollar value of your investment.
 Fidelity Investments is one of the largest investment management
organizations in the United States and has its principal business address
at 82 Devonshire Street, Boston, MA 02109. It includes a number of
different subsidiaries and divisions which provide a variety of financial
services and products. The funds employ various Fidelity companies to
perform activities required for their operation.
 The funds are managed by FMR, which chooses their investments and handles
their business affairs. Fidelity Management & Research (U.K.) Inc. (FMR
U.K.) in London, England, and Fidelity Management & Research (Far East)
Inc. (FMR Far East) in Tokyo, Japan, assist FMR with foreign investments.
 As of September 30, 1995, FMR advised funds having approximately    22
    million shareholder accounts with a total value of more than
$   335     billion.
 George A. Vanderheiden is manager and vice president of Destiny I and
Destiny II, which he has managed since 1980 and 1985, respectively. Mr.
Vanderheiden also manages Fidelity Advisor Growth Opportunities. Mr.
Vanderheiden is a managing director of FMR Corp., and leader of the growth
group. He joined Fidelity in 1971.
 Fidelity investment personnel may invest in securities for their own
account pursuant to a code of ethics that establishes procedures for
personal investing and restricts certain transactions.
 FDC        distributes and markets Fidelity funds and services. Fidelity
Service Company (FSC) performs transfer agent servicing functions for each
fund.
 FMR Corp. is the ultimate parent company of FMR, FMR U.K. and FMR Far
East. Members of the Edward C. Johnson 3d family are the predominant owners
of a class of shares of common stock representing approximately 49% of the
voting power of FMR Corp. Under the Investment Company Act of 1940 (1940
Act), control of a company is presumed where one individual or group of
individuals owns more than 25% of the voting stock of that company;
therefore, the Johnson family may be deemed under the 1940 Act to form a
controlling group with respect to FMR Corp.
 A broker-dealer may use a portion of the commissions paid by the funds to
reduce the custodian or transfer agent fees for the funds. FMR may use its
broker-dealer affiliates and other firms that sell fund shares to carry out
a fund's transactions, provided that the fund receives brokerage services
and commission rates comparable to those of other broker-dealers.
 
 MANAGEMENT AND SERVICE FEES
 
 Like all mutual funds, the funds pay fees related to their daily
operations. Expenses paid out of each fund's assets are reflected in that
fund's share price or dividends; they are neither billed directly to
shareholders nor deducted from shareholder accounts.
 Each fund pays a management fee to FMR for managing its investments and
business affairs. FMR in turn pays fees to affiliates who provide
assistance with these services. Each fund also pays other expenses, which
are explained on page        .
    FMR may, from time to time, agree to reimburse each fund for management
fees and other expenses above a specified limit. FMR retains the ability to
be repaid by a fund if expenses fall below the specified limit prior to the
end of the fiscal year. Reimbursement arrangements, which may be terminated
at any time without notice, can decrease a fund's expenses and boost its
performance.    
 The management fee is calculated and paid to FMR every month. The fee is
determined by taking a basic fee and then applying a performance
adjustment. The performance adjustment either increases or decreases the
management fee, depending on how well a fund has performed relative    to
its comparative index    .
 The basic fee rate (calculated monthly) is calculated by adding a group
fee rate to an individual fee rate, and multiplying the result by each
fund's average net assets. The group fee rate is based on the average net
assets of all the mutual funds advised by FMR. This rate cannot rise above
0.52%, and it drops as total assets under management increase.
 For    September 30, 1995,     the group fee rate was    0.31    %. The
individual fund fee rate is .17% for Destiny I and .30% for Destiny II. The
basic fee rate for fiscal 1995 was    0.49    % for Destiny I and
   0.62    % for Destiny II.
 The performance adjustment rate is calculated monthly by comparing each
fund's performance to that of the    Standard & Poor's Composite Index of
500 Stocks     (S&P 500) over the most recent 36-month period. The
difference is translated into a dollar amount that is added to or
subtracted from the basic fee. The maximum annualized performance
adjustment rate is +/ - .24% of average net assets up to and including
$100,000,000 and +/ - .20% of average net assets in excess of $100,000,000.
 FMR has sub-advisory agreements with FMR U.K. and FMR Far East. These
sub-advisors provide FMR with investment research and advice on issuers
based outside the United States. Under the sub-advisory agreements, FMR
pays FMR U.K. and FMR Far East fees equal to 110% and 105%, respectively,
of the costs of providing these services. 
 For    the     fiscal    year ended September 30,    1995, FMR, on behalf
of    Destiny I and Destiny II    , paid FMR U.K.    and FMR Far East
    fees    amounting     to    less than 0.01    %        of    its    
average net assets.
 While the management fee is a significant component of each fund's annual
operating costs, the funds have other expenses as well.
        FSC performs transfer agency, dividend disbursing and shareholder
servicing functions for each fund. FSC also calculates the NAV and
dividends for each fund, maintains each fund's general accounting records,
and administers each fund's securities lending program. In    the
    fiscal    year ended September 30,     1995, Destiny I and Destiny II
paid FSC fees    amounting to less than 0.01%     of    its     average net
assets for transfer agency and related services, and Destiny I and Destiny
II paid FSC fees    equal to 0.02% and 0.04%, respectively,     of    each
fund's     average net assets for pricing and bookkeeping services.
    Each fund also pays other expenses, such as legal, audit, and custodian
fees; in some instances, proxy solicitation costs; and the compensation of
trustees who are not affiliated with Fidelity. A broker-dealer may use a
portion of the commissions paid by a fund to reduce the fund's custodian or
transfer agent fee.    
 The portfolio turnover rates for Destiny I and Destiny II for    the
    fiscal    year ended September 30,     1995 were    55    % and
   52    %, respectively.    This rate varies from year to year.    
 
THE FUNDS' PERFORMANCE
 
 Mutual fund performance is commonly measured as total return. The total
returns that follow are based on historical fund results and do not reflect
the effect        of taxes.
 All total returns quoted below do not include the effect of paying the
separate Creation and Sales Charges and Custodian Fees associated with the
purchase of shares of the funds through the Plans. Total returns would be
lower if Creation and Sales Charges and Custodian Fees were taken into
account. As previously discussed, shares of the funds may be acquired only
through Fidelity Systematic Investment Plans. Investors should consult the
Plans' Prospectus for complete information regarding Creation and Sales
Charges and Custodian Fees.
 HISTORICAL FUND RESULTS. Each fund's fiscal year runs from October 1 to
September 30. The tables below show each fund's total returns for the
period   s     ended September 30, 1995:
DESTINY I
  AVERAGE ANNUAL TOTAL RETURNS   CUMULATIVE TOTAL RETURNS 
 ONE YEAR FIVE YEARS TEN YEARS LIFE OF FUND* ONE YEAR FIVE YEARS TEN YEARS
LIFE OF FUND*
    27.49    %    25.17    %    19.47    %    18.50    %    27.49    %
   207.27    %    492.48    %    7,165.73    % 
DESTINY II
  AVERAGE ANNUAL TOTAL RETURNS   CUMULATIVE TOTAL RETURNS 
 ONE YEAR FIVE YEARS TEN YEARS LIFE OF FUND** ONE YEAR FIVE YEARS TEN YEARS
LIFE OF FUND**
    26.98    %    26.25    % N/A    22.55    %    26.98    %    220.70    %
N/A    627.53    %
* Life of Fund - July 10, 1970 (Commencement of Operations) - September 30,
1995.
** Life of Fund - December 30, 1985 (Commencement of Operations) -
September 30, 1995.
 
    HISTORICAL PLAN RESULTS. The following tables show Destiny Plans I and
Destiny Plans II average annual total returns calculated for the one, five,
ten years and Life of Plan ended September 30, 1995 for a $50/month, 15
year Plan. Life of Plan figures are for the periods October 1, 1980 to
September 30, 1995 for Destiny Plans I and Commencement of Operations
(December 30, 1985) through September 30, 1995 for Destiny Plans II. The
following Plan-related average annual total returns include change in share
price, reinvestment of dividends and capital gains, and the effects of the
separate Creation and Sales Charges and Custodian Fees assessed through the
Plans. Consult the Plans' Prospectus for more complete information on
applicable charges and fees.    
DESTINY PLANS I
AVERAGE ANNUAL TOTAL RETURNS
                                                                LIFE OF         
 
$50/MONTH,     ONE YEAR         FIVE YEARS      TEN YEARS       PLAN            
 
15 YEAR PLAN                                                                    
 
                  -39.06    %      20.66    %      17.91    %      18.33    %   
 
DESTINY PLANS II
AVERAGE ANNUAL TOTAL RETURNS
                                                            LIFE OF         
 
$50/MONTH,     ONE YEAR         FIVE YEARS      TEN YEARS   PLAN            
 
15 YEAR PLAN                                                                
 
                  -39.31    %      21.69    %   N/A            20.90    %   
 
 TOTAL RETURN is the change in value of an investment in a fund over a
given period, assuming reinvestment of any dividends and capital gains. A
CUMULATIVE TOTAL RETURN reflects actual performance over a stated period of
time. An AVERAGE ANNUAL TOTAL RETURN is a hypothetical rate of return that,
if achieved annually, would have produced the same cumulative total return
if performance had been constant over the entire period. Average annual
total returns smooth out variations in performance; they are not the same
as actual year-by-year results.
 A growth    fund     may quote its adjusted net asset value including all
distributions paid. This value may be averaged over specified periods and
may be used to calculate a fund's moving average.
 The funds' recent strategies, performance, and holdings are detailed twice
a year in financial reports, which are sent to all shareholders.
    For current performance or a free annual report, please call FDC at
1-800-433-0734.    
 TOTAL RETURNS ARE BASED ON PAST RESULTS AND ARE NOT AN INDICATION OF
FUTURE PERFORMANCE.
 
HOW TO BUY SHARES
 
 Each fund has an agreement with FDC under which each fund issues shares at
NAV to State Street Bank and Trust Company as Custodian for the Plans. EACH
FUND WILL NOT OFFER ITS SHARES PUBLICLY EXCEPT THROUGH THE PLANS.
Generally, State Street Bank and Trust Company will hold directly all
shares of each fund unless a Planholder owns fund shares directly after
completing or terminating a Plan. The terms of the offering of the Plans
are contained in the Plans' Prospectus.
SHARE VALUE
 Each fund's NAV is the value of a single share. The NAV is computed by
adding the value of the fund's investments, cash and other assets,
subtracting its liabilities, and dividing the result by the number of
shares outstanding. The funds are open for business each day the New York
Stock Exchange (NYSE) is open. FSC normally calculates each fund's NAV as
of the close of business of the NYSE, normally 4:00 p.m. Eastern time.
   Shares are purchased     at the    next     NAV    calculated     after
   your     order is received. Each fund's assets are valued primarily on
the basis of market quotations. Foreign securities are valued on the basis
of quotations from the primary market in which they are traded, and are
translated from the local currency into U.S. dollars using current exchange
rates. If quotations are not readily available or if the values have been
materially affected by events occurring after the closing of a foreign
market, assets are valued by a method that the Board of Trustees believes
accurately reflects fair value.
    You may initiate many transactions by telephone. Fidelity may only be
liable for losses resulting from unauthorized transactions if it does not
follow reasonable procedures designed to verify the identity of the caller.
Fidelity will request personalized security codes or other information, and
may also record calls. You should verify the accuracy of your confirmation
statements immediately after receipt. If you do not want the ability to
redeem and exchange by telephone, call Fidelity for instructions.     
 
SHAREHOLDER SERVICES
 
 THE FOLLOWING SHAREHOLDER SERVICES ARE APPLICABLE ONLY TO THOSE
SHAREHOLDERS WHO HAVE COMPLETED OR TERMINATED A PLAN AND HOLD SHARES OF A
FUND DIRECTLY. Planholders should consult the section titled "Rights and
Privileges of Planholders" on    page 11     of their Plan's Prospectus for
a discussion of distribution options and other pertinent data.
CHOOSING A DISTRIBUTION OPTION
 You can choose from three distribution options:
1. The SHARE OPTION reinvests your income dividends and capital gain
distributions in additional shares. You are assigned this option
automatically unless you specify otherwise in writing.
2. The INCOME-EARNED OPTION reinvests your capital gain distributions and
pays your income dividends in cash. 
3. With the CASH OPTION you receive both income dividends and capital gain
distributions in cash.
 Income dividends and capital gain distributions will be reinvested at the
NAV as of the record date for the distribution. On the day a fund goes
ex-dividend, the amount of the distribution is deducted from its share
price. Reinvestment of distributions will be made at that day's NAV. Cash
distribution checks will generally be mailed within seven days. 
EXCHANGE PRIVILEGE
 The exchange privilege is a convenient way to buy shares in Fidelity's
other funds in order to respond to changes in your goals or in market
conditions and is available only to those who have completed or terminated
a Plan and received shares of the fund directly. In addition, those who
have completed or terminated a Plan and received shares directly may
exchange at NAV into any of the Fidelity funds, including the Fidelity
Advisor Funds. However, to protect the funds' performance and shareholders,
Fidelity discourages frequent trading in response to short-term market
fluctuations. The Fidelity family of funds includes, among others, common
stock funds, tax-exempt and corporate bond funds and money market funds.
Before you make an exchange from either fund please note the following:
1.    The fund you are exchanging into must be registered for sale in your
state.    
2.    Before exchanging into a fund, read its prospectus.    
3. You may only exchange between accounts that are registered in the same
name, address, and taxpayer identification number.
4.    Because excessive trading can hurt fund performance and shareholders,
each fund reserves the right to temporarily or permanently terminate the
exchange privilege of any investor who makes more than four exchanges out
of the fund per calendar year. Accounts under common ownership or control,
including accounts with the same taxpayer identification number, will be
counted together for purposes of the four exchange limit.    
5.    Exchanges may have tax consequences for you.
 Each fund reserves the right to refuse exchange purchases by any person or
group if, in FMR's judgment, the fund would be unable to invest the money
effectively in accordance with its investment objective and policies, or
would otherwise potentially be adversely affected.
 Your exchanges may be restricted or refused if a fund receives or
anticipates simultaneous orders affecting significant portions of the
fund's assets. In particular, a pattern of exchanges that coincides with a
"market timing" strategy may be disruptive to a fund.
 Although the funds will attempt to give you prior notice whenever they are
reasonably able to do so, they may impose these restrictions at any time.
The funds reserve the right to terminate or modify the exchange privilege
in the future.     
 You can make exchanges either in writing or by telephone by calling
1-800-544-7777. Written requests for exchange should be sent to Fidelity
Investments, P.O. Box 660602, Dallas, TX 75266-0602.
    OTHER FUNDS MAY HAVE DIFFERENT EXCHANGE RESTRICTIONS, and may impose
administrative fees of up to $7.50 and redemption fees of up to 1.50% on
exchanges. Check each fund's prospectus for details.    
STATEMENTS AND REPORTS
 For accounts not associated with the Plans, FSC will send a statement of
account after every transaction that affects the share balance or the
account registration (the funds currently do not issue share certificates).
A statement with tax information will be mailed to you by January 31 of
each year, and will also be filed with the IRS. To reduce annual expenses
only one copy of most reports (such as the funds' Annual Report) may be
mailed to your household. Please call Fidelity if you need additional
copies.
 FSC pays for shareholder services but not for special services, such as
producing and mailing historical account documents. You may be required to
pay a fee for special services.
 
HOW TO REDEEM SHARES
 
 THE FOLLOWING DISCUSSION RELATES ONLY TO THOSE INVESTORS WHO HOLD SHARES
OF THE FUNDS DIRECTLY. PLANHOLDERS SHOULD CONSULT THEIR PLANS' PROSPECTUS
FOR THE REQUIREMENTS FOR REDEMPTION OF SHARES FROM A PLAN.
    You can arrange to take money out of your fund account at any time by
selling (redeeming) some or all of your shares. Your shares will be sold at
the next NAV calculated after your order is received and accepted by the
transfer agent. NAV is normally calculated at 4:00 p.m. Eastern time. Each
fund may hold payment until it is reasonably satisfied that investments
which were made by check have been collected (which may take up to seven
(7) days).
 Normally, redemption proceeds will be mailed to you on the next business
day, but if making immediate payment could adversely affect a fund, it may
take up to seven days to pay you.
 Redemptions may be suspended or payment dates postponed when the NYSE is
closed (other than weekends or holidays), when trading on the NYSE is
restricted, or as permitted by the SEC. 
 For more information, see "Systematic Withdrawal Program" on page 14 of
the Destiny Plans' prospectus.    
 If you are unable to    reach Fidelity     by phone (for example, during
periods of unusual market activity) consider placing your order by mail or
contact your investment professional.
 If you have certificates for your shares, you must submit them to FSC in
order to redeem your shares, and you should call FSC for specific
instructions. The funds currently do not issue share certificates.
 TO REDEEM BY MAIL - Send a "letter of instruction" to Fidelity
Investments, P.O. Box 660602, Dallas, TX 75266-0602. The letter should
specify the name of the fund, the number of shares to be sold, your name,
your account number, and the additional requirements listed below that
apply to your particular account.
 TYPE OF REGISTRATION REQUIREMENTS
Individual, Joint Tenants, Sole Proprietorship,  Letter of instruction
signed by all person(s) required to 
Custodial (Uniform Gifts/Transfers to Minors Act), sign for the account
exactly as it is registered, accompa-
General Partners nied by signature guarantee(s).
Corporations, Associations Letter of instruction and a corporate
resolution, signed by
person(s) required to sign for the account by signature guarantee(s).
Trusts A letter of instruction signed by the Trustee(s)
with a signature guarantee. (If the Trustee's name
is not registered on your account, also provide a
copy of the trust document, certified within the
last 60 days.)
 If you do not fall into any of the above registration categories (e.g.,
Executors, Administrators, Conservators or Guardians) please call FSC for
further instructions.
 A signature guarantee is    designed     to protect you and    Fidelity
from fraud. You should be able to obtain a signature guarantee from a bank,
broker, dealer, credit union (if authorized under state law), securities
exchange or association, clearing agency, or savings association. A notary
public cannot provide a signature guarantee.    
 Planholders who have redeemed shares under "Cancellation and Refund
Rights" (discussed in the Plans' Prospectus, page    14    ), may not
reinstate at NAV the proceeds from such a cancellation or refund until all
refunded Creation and Sales Charges included in the cancellation have first
been deducted in full from the amount being replaced. To redeem shares from
a Plan, see    page 15     of the Plans' Prospectus.
FIDELITY DESTINY PORTFOLIOS: DESTINY I
INVESTMENTS/SEPTEMBER 30, 1995
(SHOWING PERCENTAGE OF TOTAL VALUE OF 
INVESTMENT IN SECURITIES)
 
 
  VALUE  VALUE
 SHARES (NOTE 1) SHARES (NOTE 1)
COMMON STOCKS - 85.3%
AEROSPACE & DEFENSE - 1.5%
AEROSPACE & DEFENSE - 0.5%
Boeing Co.   291,200 $ 19,874,666
DEFENSE ELECTRONICS - 1.0%
Loral Corp.   290,600  8,282,100
Raytheon Co.   380,500  32,342,500
  40,624,600
TOTAL AEROSPACE & DEFENSE   60,499,266
BASIC INDUSTRIES - 2.8%
CHEMICALS & PLASTICS - 0.9%
Betz Laboratories, Inc.   39,800  1,626,825
Carbide/Graphite Group, Inc. (a)  4,300  60,738
Raychem Corp.   583,600  26,262,000
Union Carbide Corp.   177,300  7,047,675
  34,997,238
IRON & STEEL - 0.1%
Nucor Corp.   92,100  4,121,475
METALS & MINING - 1.0%
Aluminum Co. of  America  107,800  5,699,925
Reynolds Metals Co.   583,200  33,679,800
  39,379,725
PACKAGING & CONTAINERS - 0.6%
Corning, Inc.   176,000  5,038,000
Owens-Illinois, Inc. (a)  1,640,000  20,705,000
  25,743,000
PAPER & FOREST PRODUCTS - 0.2%
Crown Vantage, Inc. (a)  5,980  133,055
James River Corp. of  Virginia  258,500  8,272,000
  8,405,055
TOTAL BASIC INDUSTRIES   112,646,493
CONSTRUCTION & REAL ESTATE - 1.2%
BUILDING MATERIALS - 0.5%
Armstrong World Industries, Inc.   146,800  8,147,400
Masco Corp.   210,900  5,799,750
Tecumseh Products Co. Class A  118,300  5,678,400
  19,625,550
CONSTRUCTION - 0.4%
Centex Corp.   73,100  2,119,900
Daito Trust Construction  312,700  3,605,966
Kaufman & Broad Home Corp.   228,400  2,883,550
Ryland Group, Inc.   19,200  297,600
Schuler Homes, Inc. (a)  231,100  2,686,538
Sekisui House Ltd.   355,000  4,378,542
  15,972,096
ENGINEERING - 0.3%
Fluor Corp.   220,900 $ 12,370,400
REAL ESTATE INVESTMENT TRUSTS - 0.0%
Crown American Realty Trust (SBI)  44,000  363,000
Patriot American Hospitality, Inc.  13,500  345,938
  708,938
TOTAL CONSTRUCTION & REAL ESTATE   48,676,984
DURABLES - 9.5%
AUTOS, TIRES, & ACCESSORIES - 8.4%
Chrysler Corp.   2,154,900  114,209,700
Cummins Engine Co., Inc.   20,900  804,650
Dana Corp.   394,800  11,399,850
Discount Auto Parts, Inc. (a)  243,500  7,365,875
Eaton Corp.   49,300  2,612,900
Ford Motor Co.   10,300  320,588
General Motors Corp.   3,575,307  167,592,516
Gentex Corp. (a)  86,500  2,076,000
Magna International, Inc. Class A  615,600  27,876,486
Superior Industries International, Inc.   53,200  1,429,750
  335,688,315
CONSUMER ELECTRONICS - 0.7%
Black & Decker Corp.   164,200  5,603,325
Matsushita Electric Industrial Co. Ltd.   648,000  9,876,764
Whirlpool Corp.   218,900  12,641,475
  28,121,564
HOME FURNISHINGS - 0.1%
Haverty Furniture Companies, Inc.   193,800  2,640,525
TEXTILES & APPAREL - 0.3%
Burlington Industries, Inc. (a)  840,400  10,610,050
Fruit of the Loom, Inc. Class A (a)  136,300  2,811,188
  13,421,238
TOTAL  DURABLES   379,871,642
ENERGY - 5.8%
ENERGY SERVICES - 0.5%
Baker Hughes, Inc.   188,600  3,842,725
Dresser Industries, Inc.   37,100  885,763
Schlumberger Ltd.   249,700  16,292,925
  21,021,413
OIL & GAS - 5.3%
Amerada Hess Corp.   354,400  17,232,700
Amoco Corp.   188,600  12,093,975
Apache Corp.   106,400  2,793,000
Atlantic Richfield Co.   119,800  12,863,525
British Petroleum PLC ADR  534,559  48,043,490
Burlington Resources, Inc.   608,000  23,560,000
Canada Occidental Petroleum Ltd.   212,800  6,761,284
Elf Aquitaine sponsored ADR  112,564  3,784,965
  VALUE  VALUE
 SHARES (NOTE 1) SHARES (NOTE 1)
COMMON STOCKS - CONTINUED
ENERGY - CONTINUED
OIL & GAS - CONTINUED
Kerr-McGee Corp.   321,200 $ 17,826,600
Louisiana Land & Exploration Co.   410,700  14,631,188
Mobil Corp.   36,700  3,656,238
Murphy Oil Corp.   86,100  3,444,000
Noble Affiliates, Inc.   143,100  3,774,263
Santa Fe Energy Resources, Inc. (a)  360,000  3,420,000
Texaco, Inc.   102,200  6,604,675
Tosco Corp.   365,200  12,599,400
Unocal Corp.   640,608  18,257,328
YPF Sociedad Anonima sponsored ADR 
representing Class D shares  12,000  216,000
  211,562,631
TOTAL ENERGY   232,584,044
FINANCE - 17.9%
BANKS - 5.7%
AmSouth Bancorporation  43,700  1,660,600
Bank of Boston Corp.   176,582  8,409,718
Bank of New York Co., Inc.   60,500  2,813,250
Barnett Banks, Inc.   261,400  14,801,775
BayBanks, Inc.   27,400  2,078,975
Chemical Banking Corp.   293,900  17,891,163
Comerica, Inc.   144,700  5,263,463
First Interstate Bancorp  74,200  7,475,650
First Union Corp.  394  19,564
Fleet Financial Group, Inc.   1,705,426  64,379,832
KeyCorp   285,081  9,764,024
NationsBank Corp.   333,977  22,459,953
Shawmut National Corp.   1,966,829  66,134,625
State Street Boston Corp.   171,900  6,876,000
  230,028,592
FEDERAL SPONSORED CREDIT - 7.2%
Federal Home Loan Mortgage Corporation  681,300  47,094,863
Federal National Mortgage Association  2,320,900  240,213,150
  287,308,013
INSURANCE - 2.3%
Allstate Corp.   1,099,190  38,883,846
American International Group, Inc.   77,100  6,553,500
CIGNA Corp.   28,300  2,946,738
Chubb Corp. (The)  4,500  432,000
General Re Corp.   174,400  26,334,400
Providian Corp.   204,300  8,478,450
Torchmark Corp.   187,400  7,894,225
  91,523,159
SAVINGS & LOANS - 0.9%
Ahmanson (H.F.) & Co.   580,300 $ 14,725,113
Golden West Financial Corp.   438,450  22,141,725
  36,866,838
SECURITIES INDUSTRY - 1.8%
Lehman Brothers Holdings, Inc.   63,600  1,470,750
Merrill Lynch & Co., Inc.   297,301  18,581,313
Morgan Stanley Group, Inc.   153,900  14,793,638
Nomura Securities Co. Ltd.   1,466,000  28,518,831
Salomon, Inc.   13,300  508,725
United Asset Management Corp.   152,900  6,135,113
  70,008,370
TOTAL FINANCE   715,734,972
HEALTH - 2.5%
DRUGS & PHARMACEUTICALS - 0.6%
Allergan, Inc.   92,800  3,097,200
Carter-Wallace, Inc.   210,500  2,631,250
Depotech Corp.   2,900  34,800
Elan Corp. PLC ADR (a)  55,200  2,290,800
Pharmacia AB, Series A:
sponsored ADR  134,100  4,010,428
 Free shares  166,000  4,983,191
Schering-Plough Corp.   143,200  7,374,800
  24,422,469
MEDICAL EQUIPMENT & SUPPLIES - 0.4%
Acuson Corp. (a)  85,600  1,144,900
Baxter International, Inc.   392,000  16,121,000
  17,265,900
MEDICAL FACILITIES MANAGEMENT - 1.5%
American Medical Response (a)  195,400  5,544,475
Columbia/HCA Healthcare Corp.   1,114,125  54,174,328
Pediatrix Medical Group  4,100  84,050
  59,802,853
TOTAL HEALTH   101,491,222
HOLDING COMPANIES - 0.2%
U.S. Industries, Inc. (a)  512,800  7,948,400
INDUSTRIAL MACHINERY & EQUIPMENT - 3.0%
ELECTRICAL EQUIPMENT - 1.0%
Emerson Electric Co.   44,900  3,210,350
General Electric Co.   187,700  11,965,875
Mitsubishi Electric Co. Ord.   2,550,000  19,816,994
Omron Corp.   198,000  4,566,557
Westinghouse Electric Corp.   59,400  891,000
  40,450,776
  VALUE  VALUE
 SHARES (NOTE 1) SHARES (NOTE 1)
COMMON STOCKS - CONTINUED
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
INDUSTRIAL MACHINERY & EQUIPMENT - 2.0%
Caterpillar, Inc.   530,600 $ 30,177,875
Deere & Co.   579,800  47,181,225
Exide Corp.   87,200  4,360,000
  81,719,100
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT  122,169,876
MEDIA & LEISURE - 2.1%
BROADCASTING - 0.2%
Liberty Media Group, Series A (a)  87,325  2,335,944
People's Choice TV Corp. (a)  35,100  859,950
TCI Group Class A  332,400  5,817,000
  9,012,894
ENTERTAINMENT - 0.4%
Royal Caribbean Cruises Ltd.   569,500  13,810,375
LEISURE DURABLES & TOYS - 0.6%
Fleetwood Enterprises, Inc.   942,100  18,724,238
Outboard Marine Corp.   256,900  5,523,350
  24,247,588
LODGING & GAMING - 0.2%
Circus Circus Enterprises, Inc. (a)  328,100  9,186,800
PUBLISHING - 0.1%
American Media, Inc. Class A  83,000  477,250
Gannett Co., Inc.   40,200  2,195,925
  2,673,175
RESTAURANTS - 0.6%
Bertucci's, Inc. (a)  158,000  1,125,750
Brinker International, Inc. (a)  229,700  3,416,788
Cracker Barrel Old Country Store, Inc.   165,000  3,320,625
Darden Restaurants, Inc. (a)  199,100  2,289,650
McDonald's Corp.   399,700  15,288,525
  25,441,338
TOTAL MEDIA & LEISURE   84,372,170
NONDURABLES - 7.1%
BEVERAGES - 0.2%
Kirin Brewery Co. Ltd.   868,000  9,052,094
HOUSEHOLD PRODUCTS - 0.3%
Kao Corp.   503,000  6,203,962
Tambrands, Inc.   103,400  4,536,675
  10,740,637
TOBACCO - 6.6%
Philip Morris Companies, Inc.   2,525,700  210,895,950
RJR Nabisco Holdings Corp.   1,613,798  52,246,710
  263,142,660
TOTAL NONDURABLES   282,935,391
PRECIOUS METALS - 0.2%
Homestake Mining Co.   115,100 $ 1,956,700
Santa Fe Pacific Gold Corp.   456,975  5,769,309
  7,726,009
RETAIL & WHOLESALE - 5.5%
APPAREL STORES - 0.0%
TJX Companies, Inc.   164,325  1,951,359
GENERAL MERCHANDISE STORES - 3.0%
Aoyama Trading Co. Ord.   257,300  7,017,860
Federated Department Stores, Inc. (a)  1,563,173  44,355,034
Sears, Roebuck & Co.   229,700  8,470,188
Value City Department Stores, Inc. (a)  201,700  1,487,538
Wal-Mart Stores, Inc.   2,350,800  58,476,150
  119,806,770
GROCERY STORES - 0.1%
Stop & Shop Companies, Inc. (a)  124,900  2,919,538
RETAIL & WHOLESALE, MISCELLANEOUS - 2.4%
Best Buy Co., Inc. (a)  325,800  8,552,250
Circuit City Stores, Inc.   949,100  30,015,288
Good Guys, Inc. (a)  211,500  2,405,813
Home Depot, Inc. (The)  550,900  21,967,138
Lowe's Companies, Inc.   269,400  8,082,000
Officemax, Inc. (a)  404,100  9,799,425
Office Depot, Inc. (a)  246,800  7,434,850
Petsmart, Inc.   53,000  1,788,750
Rex Stores Corp. (a)  149,000  2,793,750
Staples, Inc. (a)  60,425  1,707,006
Waban, Inc. (a)  82,200  1,551,525
  96,097,795
TOTAL RETAIL & WHOLESALE   220,775,462
SERVICES - 0.0%
Supercuts, Inc. (a)  149,400  1,269,900
TECHNOLOGY - 16.8%
COMMUNICATIONS EQUIPMENT - 0.4%
Cisco Systems, Inc. (a)  250,200  17,263,800
COMPUTER SERVICES & SOFTWARE - 0.8%
Automatic Data Processing, Inc.   60,900  4,148,813
Checkfree Corp.   6,300  126,000
Computer Management Sciences, Inc.   2,100  29,400
General Motors Corp. Class E  30,600  1,392,300
MicroAge, Inc. (a)  194,900  2,168,263
Microsoft Corp. (a)  275,400  24,923,700
Smith Micro Software, Inc.   2,100  20,738
  32,809,214
COMPUTERS & OFFICE EQUIPMENT - 9.1%
Bay Networks, Inc. (a)  254,400  13,578,600
Canon, Inc.   819,000  14,536,275
  VALUE  VALUE
 SHARES (NOTE 1) SHARES (NOTE 1)
COMMON STOCKS - CONTINUED
TECHNOLOGY - CONTINUED
COMPUTERS & OFFICE EQUIPMENT - CONTINUED
Compaq Computer Corp. (a)  3,344,000 $ 161,766,000
Digital Equipment Corp. (a)  324,000  14,782,500
Hewlett-Packard Co.   449,900  37,510,413
International Business Machines Corp.   731,800  69,063,625
SCI Systems, Inc. (a)  787,000  27,151,500
Silicon Graphics, Inc. (a)  129,000  4,434,375
Sun Microsystems, Inc. (a)  159,900  10,073,700
Tech Data Corp. (a)  564,100  7,967,913
Xerox Corp.   24,500  3,292,188
  364,157,089
ELECTRONICS - 6.5%
Hitachi Ltd.   2,318,000  25,103,430
Intel Corp.   2,325,000  139,790,625
Kyocera Corp.   40,000  3,264,979
Methode Electronics, Inc. Class A (b)  1,254,000  28,842,000
Molex, Inc.   110,468  3,700,678
Motorola, Inc.   155,500  11,876,313
Nitto Denko Corp.   554,000  8,388,469
Rohm Co. Ltd.   25,000  1,569,316
Solectron Corp. (a)  937,800  37,043,100
Zycon Corp.   12,700  152,400
  259,731,310
TOTAL TECHNOLOGY   673,961,413
TRANSPORTATION - 2.4%
AIR TRANSPORTATION - 0.1%
Midwest Express Holdings, Inc.   3,700  83,250
Southwest Airlines Co.   108,700  2,744,675
  2,827,925
RAILROADS - 2.2%
Burlington Northern Sante Fe Corp.   319,400  23,156,500
CSX Corp.   500,200  42,079,325
Canadian Pacific Ltd. Ord.   114,800  1,839,812
Southern Pacific Rail Corp. (a)  937,822  22,742,184
  89,817,821
TRUCKING & FREIGHT - 0.1%
Roadway Services, Inc.   36,800  1,830,800
TOTAL TRANSPORTATION   94,476,546
UTILITIES - 6.8%
CELLULAR - 2.9%
AirTouch Communications, Inc. (a)  403,200  12,348,000
Vodafone Group PLC sponsored ADR  2,541,300  104,193,300
  116,541,300
ELECTRIC UTILITY - 0.1%
Southern Co.   130,800 $ 3,090,150
GAS - 0.0%
Seagull Energy Corp. (a)  41,100  832,275
TELEPHONE SERVICES - 3.8%
Ameritech Corp.   608,300  31,707,638
Bell Atlantic Corp.   309,100  18,971,013
BellSouth Corp.   296,900  21,710,813
NYNEX Corp.   438,300  20,928,825
SBC Communications, Inc.   714,400  39,292,000
Tel-Save Holdings, Inc.   3,900  59,963
Telebras PN (Pfd. Reg.)  71,527,400  3,411,142
Telecom Argentina Class B sponsored ADR   7,000  293,125
Telefonica de Argentina SA sponsored ADR  45,300  1,081,538
Telefonos de Mexico SA sponsored ADR
representing shares Ord., Class L  456,800  14,503,400
  151,959,457
TOTAL UTILITIES   272,423,182
TOTAL COMMON STOCKS
(Cost $2,416,674,803)   3,419,562,972
 
 MOODY'S  PRINCIPAL 
 RATINGS AMOUNT 
U.S. TREASURY OBLIGATIONS - 10.4%
8 1/8%, 8/15/19
(Cost $374,333,594)  Aaa $ 355,000,000  416,457,600
  MATURITY
  AMOUNT
REPURCHASE AGREEMENTS - 4.3%
Investments in repurchase agreements
(U.S. Treasury obligations), in a joint
trading account at 6.46% dated 9/29/95
 due 10/2/95    173,327,258  173,234,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $2,964,242,397)  $ 4,009,254,572
LEGEND:
1. Non-income producing
2. Affiliated company (see Note 5 of Notes to Financial Statements).
OTHER INFORMATION:
The composition of long-term debt holdings as a percentage of total value
of investment in securities, is as follows (ratings are unaudited):
 MOODY'S S&P
 RATINGS RATINGS
Aaa, Aa, A 10.4% AAA, AA, A 10.4%
Baa  0.0% BBB 0.0%
Ba  0.0% BB  0.0%
B  0.0% B  0.0%
Caa  0.0% CCC 0.0%
Ca, C  0.0% CC, C 0.0%
   D  0.0%
The percentage not rated by either S&P or Moody's amounted to 0.0%. 
INCOME TAX INFORMATION:
At September 30, 1995, the aggregate cost of investment securities for
income tax purposes was $2,966,257,824. Net unrealized appreciation
aggregated $1,042,996,748, of which $1,075,683,499 related to appreciated
investment securities and $32,686,751 related to depreciated investment
securities. 
The fund hereby designates $4,198,000 as a capital gain dividend for the
purpose of the dividend paid deduction.
   
 
 
Statement of Assets and Liabilities
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                 <C>                   <C>                      
September 30, 1995                                                                                                                
 
ASSETS                                                                                                                      
 
Investment in securities, at                                                                                 $     4,009,254,572   
value (including repurchase agreements of $173,234,000) (cost $2,964,242,397) - See accompanying                               
schedule                                                                                                                        
 
Cash                                                                                                       201                     
 
Receivable for investments sold                                                                            59,459,446              
 
Receivable for fund shares sold                                                                            526,957                 
 
Dividends receivable                                                                                       8,623,100               
 
Interest receivable                                                                                       3,567,436               
 
Other receivables                                                                                         410,116                 
 
 Total assets                                                                                              4,081,841,828           
 
LIABILITIES                                                                                                                      
 
Payable for investments purchased                                                       $     24,832,354                            
 
Payable for fund shares redeemed                                                     1,266,247                                     
 
Accrued management fee                                                               2,154,747                                     
 
Other payables and accrued expenses                                                   199,036                                       
 
 Total liabilities                                                                                         28,452,384              
 
NET ASSETS                                                                                                 $        4,053,389,444   
 
Net Assets consist of:                                                                                                           
 
Paid in capital                                                                                               $     2,803,784,039   
 
Undistributed net investment income                                                                         67,129,385              
 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions         137,498,749             
 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies  1,044,977,271           
 
NET ASSETS, for 215,781,124 shares outstanding                                                             $        4,053,389,444   
 
NET ASSET VALUE, offering price and redemption price per share ($4,053,389,444 (divided by) 215,781,124 
shares)                                                                                                    $18.78                  
 
</TABLE>
 
Statement of Operations
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                  <C>                   <C>                    
Year Ended September 30, 1995                                                                                                   
 
INVESTMENT INCOME                                                                                              $     68,076,004    
Dividends (including $222,288 received from affiliated issuers)                                                                    
 
Interest                                                                                                      39,213,950            
 
 Total income                                                                                               107,289,954           
 
EXPENSES                                                                                                                           
 
Management fee                                                                           $     17,193,293                          
Basic fee                                                                                                                          
 
 Performance adjustment                                                                5,930,876                                   
 
Transfer agent fees                                                                    165,807                                     
 
Accounting fees and expenses                                                           761,640                                     
 
Non-interested trustees' compensation                                                  63,350                                      
 
Custodian fees and expenses                                                            27,546                                      
 
Registration fees                                                                      14,551                                      
 
Audit                                                                                  24,000                                      
 
 Total expenses                                                                                              24,181,063            
 
Net investment income                                                                                        83,108,891            
 
REALIZED AND UNREALIZED GAIN (LOSS)                                                                                                
Net realized gain (loss) on:                                                                                                       
 
 Investment securities (including realized gain (loss) of $5,128,303 on sales of investments in 
affiliated                                                                            158,713,526                                 
issuers)                                                                                                                      
 
 Foreign currency transactions                                                        4,501,060             163,214,586           
 
Change in net unrealized appreciation (depreciation) on:                                                                          
 
 Investment securities                                                                 634,819,046                                 
 
 Assets and liabilities in foreign currencies                                          (61,939)              634,757,107           
 
Net gain (loss)                                                                                               797,971,693           
 
Net increase (decrease) in                                                                                   $        881,080,584   
net assets resulting from operations                                                                                                
 
</TABLE>
 
Statement of Changes in Net Assets
        YEAR ENDED        YEAR ENDED      
        SEPTEMBER 30,     SEPTEMBER 30,   
        1995              1994            
 
 
 
 
<TABLE>
<CAPTION>
<S>                                                                             <C>                      <C>                      
INCREASE (DECREASE) IN NET ASSETS                                                                                                 
 
Operations                                                                        $     83,108,891         $     54,130,953      
Net investment income                                                                                                          
 
 Net realized gain (loss)                                                         163,214,586              513,831,921             
 
 Change in net unrealized appreciation (depreciation)                              634,757,107              (203,630,214)           
 
 Net increase (decrease) in net assets resulting from operations                  881,080,584              364,332,660             
 
Distributions to shareholders                                                     (62,951,723)             (19,385,874)            
From net investment income                                                                                                         
 
 From net realized gain                                                           (468,451,357)            (183,280,710)           
 
 Total distributions                                                              (531,403,080)            (202,666,584)           
 
Share transactions                                                                137,291,888              138,945,156             
Net proceeds from sales of shares                                                                                                  
 
 Reinvestment of distributions                                                    502,563,938              193,082,050             
 
 Cost of shares redeemed                                                           (209,384,277)            (193,677,416)           
 
 Net increase (decrease) in net assets resulting from share transactions          430,471,549              138,349,790             
 
  Total increase (decrease) in net assets                                         780,149,053              300,015,866             
 
NET ASSETS                                                                                                                         
 
 Beginning of period                                                              3,273,240,391            2,973,224,525           
 
 End of period (including undistributed net investment income of $67,129,385 
and $43,805,352,                                                                  $        4,053,389,444   $        3,273,240,391   
respectively)                                                                                                                      
 
OTHER INFORMATION                                                                                                                  
Shares                                                                                                                             
 
 Sold                                                                              8,281,603                7,991,172               
                                                                                                                                   
 
 Issued in reinvestment of distributions                                           35,292,414               11,701,953              
 
 Redeemed                                                                          (12,689,491)             (11,149,412)            
 
 Net increase (decrease)                                                           30,884,526               8,543,713               
 
</TABLE>
 
FIDELITY DESTINY PORTFOLIOS: DESTINY II
INVESTMENTS/SEPTEMBER 30, 1995
(SHOWING PERCENTAGE OF TOTAL VALUE OF 
INVESTMENT IN SECURITIES)
 
 
  VALUE  VALUE
 SHARES (NOTE 1) SHARES (NOTE 1)
COMMON STOCKS - 82.5%
AEROSPACE & DEFENSE - 1.5%
AEROSPACE & DEFENSE - 0.5%
Boeing Co.   154,800 $ 10,565,100
DEFENSE ELECTRONICS - 1.0%
Loral Corp.   144,400  4,115,400
Raytheon Co.   179,200  15,232,000
  19,347,400
TOTAL AEROSPACE & DEFENSE   29,912,500
BASIC INDUSTRIES - 2.7%
CHEMICALS & PLASTICS - 0.9%
Betz Laboratories, Inc.   19,300  788,888
Carbide/Graphite Group, Inc. (a)  2,200  31,075
Raychem Corp.   285,400  12,843,000
Union Carbide Corp.   88,900  3,533,775
  17,196,738
IRON & STEEL - 0.1%
Nucor Corp.   45,800  2,049,550
METALS & MINING - 0.9%
Aluminum Co. of America  54,000  2,855,250
Reynolds Metals Co.   268,200  15,488,550
  18,343,800
PACKAGING & CONTAINERS - 0.6%
Corning, Inc.   88,200  2,524,725
Owens-Illinois, Inc. (a)  759,900  9,593,738
  12,118,463
PAPER & FOREST PRODUCTS - 0.2%
Crown Vantage, Inc. (a)  3,060  68,085
James River Corp. of Virginia  129,500  4,144,000
  4,212,085
TOTAL BASIC INDUSTRIES   53,920,636
CONSTRUCTION & REAL ESTATE - 1.2%
BUILDING MATERIALS - 0.5%
Armstrong World Industries, Inc.   70,300  3,901,650
Masco Corp.   104,000  2,860,000
Tecumseh Products Co. Class A  59,200  2,841,600
  9,603,250
CONSTRUCTION - 0.4%
Centex Corp.   36,700  1,064,300
Daito Trust Construction  156,600  1,805,866
Kaufman & Broad Home Corp.   114,500  1,445,563
Ryland Group, Inc.   9,500  147,250
Schuler Homes, Inc. (a)   111,600  1,297,350
Sekisui House Ltd.   177,000  2,183,104
  7,943,433
ENGINEERING - 0.3%
Fluor Corp.   110,700 $ 6,199,200
REAL ESTATE INVESTMENT TRUSTS - 0.0%
Patriot American Hospitality, Inc.  6,700  171,688
TOTAL CONSTRUCTION & REAL ESTATE   23,917,571
DURABLES - 9.3%
AUTOS, TIRES, & ACCESSORIES - 8.2%
Chrysler Corp.   1,060,700  56,217,100
Cummins Engine Co., Inc.   10,300  396,550
Dana Corp.   198,000  5,717,250
Discount Auto Parts, Inc.  (a)  121,200  3,666,300
Eaton Corp.   24,700  1,309,100
Ford Motor Co.   5,200  161,850
General Motors Corp.   1,762,021  82,594,734
Gentex Corp.  (a)  43,300  1,039,200
Magna International, Inc. Class A  308,400  13,965,413
Superior Industries International, Inc.   29,800  800,875
  165,868,372
CONSUMER ELECTRONICS - 0.7%
Black & Decker Corp.   84,700  2,890,388
Matsushita Electric Industrial Co. Ltd.   323,000  4,923,140
Whirlpool Corp.   107,200  6,190,800
  14,004,328
HOME FURNISHINGS - 0.1%
Haverty Furniture Companies, Inc.   93,900  1,279,388
TEXTILES & APPAREL - 0.3%
Burlington Industries, Inc. (a)  370,100  4,672,513
Fruit of the Loom, Inc. Class A (a)  67,700  1,396,313
  6,068,826
TOTAL DURABLES   187,220,914
ENERGY - 5.4%
ENERGY SERVICES - 0.5%
Baker Hughes, Inc.   92,200  1,878,575
Dresser Industries, Inc.   18,500  441,688
Schlumberger Ltd.   124,800  8,143,200
  10,463,463
OIL & GAS - 4.9%
Amerada Hess Corp.   168,500  8,193,313
Amoco Corp.   87,300  5,598,113
Apache Corp.   52,900  1,388,625
Atlantic Richfield Co.   57,600  6,184,800
British Petroleum PLC ADR  260,798  23,439,220
Burlington Resources, Inc.   304,800  11,811,000
Canada Occidental Petroleum Ltd.   101,700  3,231,309
Elf Aquitaine sponsored ADR  53,444  1,797,055
Kerr-McGee Corp.   95,300  5,289,150
Louisiana Land & Exploration Co.   164,900  5,874,563
  VALUE  VALUE
 SHARES (NOTE 1) SHARES (NOTE 1)
COMMON STOCKS - CONTINUED
ENERGY - CONTINUED
OIL & GAS - CONTINUED
Mobil Corp.   18,400 $ 1,833,100
Murphy Oil Corp.   41,600  1,664,000
Noble Affiliates, Inc.   66,300  1,748,663
Santa Fe Energy Resources, Inc. (a)  174,500  1,657,750
Texaco, Inc.   51,200  3,308,800
Tosco Corp.   184,500  6,365,250
Unocal Corp.   312,964  8,919,474
YPF Sociedad Anonima sponsored ADR 
representing Class D shares  6,000  108,000
  98,412,185
TOTAL ENERGY   108,875,648
FINANCE - 17.6%
BANKS - 5.7%
AmSouth Bancorporation  30,700  1,166,600
Bank of Boston Corp.   88,462  4,213,003
Bank of New York Co., Inc.   29,200  1,357,800
Barnett Banks, Inc.   131,000  7,417,875
BayBanks, Inc.   13,800  1,047,075
Chemical Banking Corp.   147,000  8,948,625
Comerica, Inc.   72,600  2,640,825
First Interstate Bancorp  37,300  3,757,975
First Union Corp.  213  10,577
Fleet Financial Group, Inc.   891,836  33,666,809
KeyCorp   142,509  4,880,933
NationsBank Corp.   176,085  11,841,716
Shawmut National Corp.   917,822  30,861,765
State Street Boston Corp.   86,200  3,448,000
  115,259,578
FEDERAL SPONSORED CREDIT - 7.0%
Federal Home Loan Mortgage Corporation  335,700  23,205,263
Federal National Mortgage Association  1,143,900  118,393,650
  141,598,913
INSURANCE - 2.3%
Allstate Corp.   546,645  19,337,567
American International Group, Inc.   38,650  3,285,250
CIGNA Corp.   14,200  1,478,575
Chubb Corp. (The)  2,300  220,800
General Re Corp.   87,400  13,197,400
Providian Corp.   101,600  4,216,400
Torchmark Corp.   93,700  3,947,113
  45,683,105
SAVINGS & LOANS - 0.9%
Ahmanson (H.F.) & Co.   290,600 $ 7,373,975
Golden West Financial Corp.   201,300  10,165,650
  17,539,625
SECURITIES INDUSTRY - 1.7%
Lehman Brothers Holdings, Inc.   31,600  730,750
Merrill Lynch & Co., Inc.   149,099  9,318,688
Morgan Stanley Group, Inc.   77,100  7,411,238
Nomura Securities Co. Ltd.   732,000  14,239,962
Salomon, Inc.   6,700  256,275
United Asset Management Corp.   74,900  3,005,363
  34,962,276
TOTAL FINANCE   355,043,497
HEALTH - 2.5%
DRUGS & PHARMACEUTICALS - 0.6%
Allergan, Inc.   46,200  1,541,925
Carter-Wallace, Inc.   105,200  1,315,000
Depotech Corp  1,500  18,000
Elan Corp. PLC ADR  (a)  27,700  1,149,550
Pharmacia AB, Series A:
sponsored ADR  67,000  2,003,719
 Free shares  83,000  2,491,595
Schering-Plough Corp.   70,400  3,625,600
  12,145,389
MEDICAL EQUIPMENT & SUPPLIES - 0.4%
Acuson Corp. (a)  42,300  565,763
Baxter International, Inc.   184,100  7,571,113
  8,136,876
MEDICAL FACILITIES MANAGEMENT - 1.5%
American Medical Response (a)  94,700  2,687,113
Columbia/HCA Healthcare Corp.   557,140  27,090,933
Pediatrix Medical Group  2,000  41,000
  29,819,046
TOTAL HEALTH   50,101,311
HOLDING COMPANIES - 0.2%
U.S. Industries, Inc. (a)  250,800  3,887,400
INDUSTRIAL MACHINERY & EQUIPMENT - 2.9%
ELECTRICAL EQUIPMENT - 1.0%
Emerson Electric Co.   22,400  1,601,600
General Electric Co.   90,700  5,782,125
Mitsubishi Electric Co. Ord.   1,268,000  9,854,097
Omron Corp.   98,000  2,260,215
Westinghouse Electric Corp.   29,700  445,500
  19,943,537
  VALUE  VALUE
 SHARES (NOTE 1) SHARES (NOTE 1)
COMMON STOCKS - CONTINUED
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
INDUSTRIAL MACHINERY & EQUIPMENT - 1.9%
Caterpillar, Inc.   261,000 $ 14,844,375
Deere & Co.   262,500  21,360,938
Exide Corp.   42,600  2,130,000
Harnischfeger Industries, Inc.   3  100
  38,335,413
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT  58,278,950
MEDIA & LEISURE - 2.0%
BROADCASTING - 0.2%
Liberty Media Group, Series A (a)  43,025  1,150,919
People's Choice TV Corp. (a)  16,700  409,150
TCI Group Class A  166,400  2,912,000
  4,472,069
ENTERTAINMENT - 0.3%
Royal Caribbean Cruises Ltd.   284,700  6,903,975
LEISURE DURABLES & TOYS - 0.6%
Fleetwood Enterprises, Inc.   472,300  9,386,963
Outboard Marine Corp.   128,700  2,767,050
  12,154,013
LODGING & GAMING - 0.2%
Circus Circus Enterprises, Inc. (a)  164,500  4,606,000
PUBLISHING - 0.1%
American Media, Inc. Class A  41,600  239,200
Gannett Co., Inc.   20,200  1,103,425
  1,342,625
RESTAURANTS - 0.6%
Bertucci's, Inc. (a)  67,100  478,088
Brinker International, Inc. (a)  112,300  1,670,463
Cracker Barrel Old Country Store, Inc.   79,100  1,591,888
Darden Restaurants, Inc. (a)  99,700  1,146,550
McDonald's Corp.   198,700  7,600,275
  12,487,264
TOTAL MEDIA & LEISURE   41,965,946
NONDURABLES - 7.0%
BEVERAGES - 0.2%
Kirin Brewery Co. Ltd.   434,000  4,526,047
HOUSEHOLD PRODUCTS - 0.3%
Kao Corp.   251,000  3,095,814
Tambrands, Inc.   51,000  2,237,625
  5,333,439
TOBACCO - 6.5%
Philip Morris Companies, Inc.   1,254,800  104,775,800
RJR Nabisco Holdings Corp.   788,154  25,516,486
  130,292,286
TOTAL NONDURABLES   140,151,772
PRECIOUS METALS - 0.2%
Homestake Mining Co.   56,800 $ 965,600
Santa Fe Pacific Gold Corp.   225,647  2,848,793
    3,814,393
RETAIL & WHOLESALE - 5.4%
APPAREL STORES - 0.0%
TJX Companies, Inc.   81,700  970,188
GENERAL MERCHANDISE STORES - 2.8%
Aoyama Trading Co. Ord.   128,600  3,507,566
Federated Department Stores, Inc. (a)  694,000  19,692,250
Sears, Roebuck & Co.   115,100  4,244,313
Value City Department Stores, Inc. (a)  101,100  745,613
Wal-Mart Stores, Inc.   1,174,800  29,223,150
  57,412,892
GROCERY STORES - 0.1%
Food Lion Inc. Class B  120,000  727,500
Stop & Shop Companies, Inc.  (a)  61,600  1,439,900
  2,167,400
RETAIL & WHOLESALE, MISCELLANEOUS - 2.5%
Best Buy Co., Inc. (a)  163,300  4,286,625
Circuit City Stores, Inc.   509,900  16,125,588
Good Guys, Inc.  (a)  88,900  1,011,238
Home Depot, Inc. (The)  275,300  10,977,588
Lowe's Companies, Inc.   170,000  5,100,000
Officemax, Inc. (a)  199,900  4,847,575
Office Depot, Inc. (a)  119,200  3,590,900
Petsmart, Inc.   26,600  897,750
Rex Stores Corp. (a)   63,500  1,190,625
Staples, Inc. (a)  30,225  853,856
Waban, Inc. (a)  41,100  775,763
  49,657,508
TOTAL RETAIL & WHOLESALE   110,207,988
SERVICES - 0.0%
Supercuts, Inc. (a)  62,000  527,000
TECHNOLOGY - 15.8%
COMMUNICATIONS EQUIPMENT - 0.4%
Cisco Systems, Inc.  (a)  125,400  8,652,600
COMPUTER SERVICES & SOFTWARE - 0.8%
Automatic Data Processing, Inc.   30,600  2,084,625
Checkfree Corp  2,600  52,113
Computer Management Sciences, Inc.  1,000  14,000
General Motors Corp. Class E  14,700  668,850
MicroAge, Inc. (a)  93,600  1,041,300
Microsoft Corp. (a)  143,100  12,950,550
Smith Micro Software, Inc.   1,000  9,875
  16,821,313
  VALUE  VALUE
 SHARES (NOTE 1) SHARES (NOTE 1)
COMMON STOCKS - CONTINUED
TECHNOLOGY - CONTINUED
COMPUTERS & OFFICE EQUIPMENT - 9.0%
Bay Networks, Inc. (a)  127,600 $ 6,810,650
Canon, Inc.   410,000  7,277,012
Compaq Computer Corp.  (a)  1,654,400  80,031,600
Digital Equipment Corp.  (a)  164,700  7,514,438
Hewlett-Packard Co.   219,700  18,317,488
International Business Machines Corp.   366,800  34,616,750
SCI Systems, Inc.  (a)  439,900  15,176,550
Silicon Graphics, Inc. (a)  57,100  1,962,813
Sun Microsystems, Inc. (a)  79,900  5,033,700
Tech Data Corp.  (a)  261,300  3,690,863
Xerox Corp.   12,200  1,639,375
  182,071,239
ELECTRONICS - 5.6%
Hitachi Ltd.   1,153,000  12,486,736
Intel Corp.   1,123,400  67,544,425
Kyocera Corp.   20,000  1,632,489
Methode Electronics, Inc. Class A  92,100  2,118,300
Molex, Inc.   43,906  1,470,851
Motorola, Inc.   77,900  5,949,613
Nitto Denko Corp.   276,000  4,179,093
Rohm Co. Ltd.   12,000  753,272
Solectron Corp.  (a)  429,198  16,953,321
Zycon Corp  6,400  76,800
  113,164,900
TOTAL TECHNOLOGY   320,710,052
TRANSPORTATION - 2.2%
AIR TRANSPORTATION - 0.1%
Midwest Express Holdings, Inc.   1,800  40,500
Southwest Airlines Co.   53,600  1,353,400
  1,393,900
RAILROADS - 2.1%
Burlington Northern Sante Fe Corp.   148,900  10,795,250
CSX Corp.   239,700  20,164,763
Canadian Pacific Ltd. Ord.   57,500  921,509
Southern Pacific Rail Corp. (a)  459,287  11,137,710
  43,019,232
TRUCKING & FREIGHT - 0.0%
Roadway Services, Inc.   18,100  900,475
TOTAL TRANSPORTATION   45,313,607
UTILITIES - 6.6%
CELLULAR - 2.8%
AirTouch Communications, Inc. (a)  201,600  6,174,000
Vodafone Group PLC sponsored ADR  1,253,200  51,381,200
  57,555,200
ELECTRIC UTILITY - 0.1%
Southern Co.   65,500 $ 1,547,438
GAS - 0.0%
Seagull Energy Corp. (a)  20,600  417,150
TELEPHONE SERVICES - 3.7%
Ameritech Corp.,  290,000  15,116,250
Bell Atlantic Corp.   142,200  8,727,525
BellSouth Corp.   148,900  10,888,313
NYNEX Corp.   216,500  10,337,875
SBC Communications, Inc.   356,600  19,613,000
Tel-Save Holdings, Inc.   1,900  29,213
Telebras PN (Pfd. Reg.)  33,831,300  1,613,415
Telecom Argentina Class B sponsored ADR  3,500  146,563
Telefonica de Argentina SA sponsored ADR  21,500  513,313
Telefonos de Mexico SA sponsored ADR 
representing shares Ord., Class L  227,100  7,210,425
  74,195,892
TOTAL UTILITIES   133,715,680
TOTAL COMMON STOCKS
(Cost $1,252,027,904)   1,667,564,865
 MOODY'S PRINCIPAL 
 RATINGS  AMOUNT 
U.S. TREASURY OBLIGATIONS - 10.2%
8 1/8%, 8/15/19 
(Cost $183,638,281)  Aaa  $175,000,000  205,296,000
  MATURITY
  AMOUNT
REPURCHASE AGREEMENTS - 7.3%
Investments in repurchase agreements 
(U.S. Treasury obligations) in a 
joint trading account at 6.46%, 
dated 9/29/95 due 10/2/95    146,878,027  146,799,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $1,582,465,185)  $ 2,019,659,865
LEGEND:
1. Non-income producing
OTHER INFORMATION:
The composition of long-term debt holdings as a percentage of total value
of investment in securities, is as follows (ratings are unaudited):
 MOODY'S S&P
 RATINGS RATINGS
Aaa, Aa, A 10.2% AAA, AA, A 10.2%
Baa  0.0% BBB 0.0%
Ba  0.0% BB  0.0%
B  0.0% B  0.0%
Caa  0.0% CCC 0.0%
Ca, C  0.0% CC, C 0.0%
   D  0.0%
The percentage not rated by either S&P or Moody's amounted to 0.0%. 
INCOME TAX INFORMATION:
At September 30, 1995, the aggregate cost of investment securities for
income tax purposes was $1,583,603,535. Net unrealized appreciation 
aggregated $436,056,330, of which $453,778,442 related to appreciated
investment securities and $17,722,112 related to depreciated investment
securities. 
The fund hereby designates $1,369,000 as a capital gain dividend for the
purpose of the dividend paid deduction.
   
 
 
Statement of Assets and Liabilities
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                 <C>                   <C>                      
September 30, 1995                                                                                                                
 
ASSETS                                                                                                                             
 
Investment in securities, at value (including repurchase agreements of $146,799,000) (cost                    $     2,019,659,865   
$1,582,465,185) - See accompanying schedule                                                                                        
 
Cash                                                                                                        124,498                 
 
Receivable for investments sold                                                                            23,619,206              
 
Receivable for fund shares sold                                                                            298,699                 
 
Dividends receivable                                                                                       4,202,841               
 
Interest receivable                                                                                         1,739,311               
 
Other receivables                                                                                           102,110                 
 
 Total assets                                                                                               2,049,746,530           
 
LIABILITIES                                                                                                                     
 
Payable for investments purchased                                                      $     16,093,112                            
 
Payable for fund shares redeemed                                                     453,338                                       
 
Accrued management fee                                                               1,248,950                                     
 
Other payables and accrued expenses                                                   188,985                                       
 
 Total liabilities                                                                                          17,984,385              
 
NET ASSETS                                                                                                 $        2,031,762,145   
 
Net Assets consist of:                                                                                                        
 
Paid in capital                                                                                               $     1,515,175,822   
 
Undistributed net investment income                                                                         32,076,535              
 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions         47,316,431              
 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies  437,193,357             
 
NET ASSETS, for 64,051,111 shares outstanding                                                              $        2,031,762,145   
 
NET ASSET VALUE, offering price and redemption price per share ($2,031,762,145 (divided by) 64,051,111 
shares)                                                                                                    $31.72                  
 
</TABLE>
 
Statement of Operations
 
<TABLE>
<CAPTION>
<S>                                                        <C>                   <C>                    
Year Ended September 30, 1995                                                                           
 
INVESTMENT INCOME                                                                   $     31,541,504    
Dividends                                                                                               
 
Interest                                                                          21,093,340            
 
 Total income                                                                     52,634,844            
 
EXPENSES                                                                                                
 
Management fee                                                $     10,351,262                          
Basic fee                                                                                               
 
 Performance adjustment                                     2,182,118                                   
 
Transfer agent fees                                         95,243                                      
 
Accounting fees and expenses                                657,465                                     
 
Non-interested trustees' compensation                       20,225                                      
 
Custodian fees and expenses                                 25,534                                      
 
Registration fees                                           70,787                                      
 
Audit                                                       41,026                                      
 
Legal                                                       6,509                                       
 
 Total expenses                                                                   13,450,169            
 
Net investment income                                                             39,184,675            
 
REALIZED AND UNREALIZED GAIN (LOSS)                                                                     
Net realized gain (loss) on:                                                                            
 
 Investment securities                                      57,436,919                                  
 
 Foreign currency transactions                              2,185,594             59,622,513            
 
Change in net unrealized appreciation (depreciation) on:                                                
 
 Investment securities                                      320,530,330                                 
 
 Assets and liabilities in foreign currencies               (2,758)               320,527,572           
 
Net gain (loss)                                                                   380,150,085           
 
Net increase (decrease) in                                                       $        419,334,760   
net assets resulting from operations                                                                    
 
</TABLE>
 
Statement of Changes in Net Assets
 
 
 
<TABLE>
<CAPTION>
<S>                                                                            <C>                      <C>                      
                                                                                  YEAR ENDED               YEAR ENDED             
                                                                                 SEPTEMBER 30,            SEPTEMBER 30,          
                                                                                 1995                     1994                   
 
INCREASE (DECREASE) IN NET ASSETS                                                                                                  
 
Operations                                                                          $     39,184,675         $     20,640,012      
Net investment income                                                                                                            
 
 Net realized gain (loss)                                                       59,622,513               172,578,769             
 
 Change in net unrealized appreciation (depreciation)                           320,527,572              (43,203,503)            
 
 Net increase (decrease) in net assets resulting from operations                419,334,760              150,015,278             
 
Distributions to shareholders                                                   (25,869,943)             (5,278,879)             
From net investment income                                                                                                   
 
 From net realized gain                                                         (153,114,736)            (56,743,144)            
 
 Total distributions                                                            (178,984,679)            (62,022,023)            
 
Share transactions                                                                261,682,843              246,738,564             
Net proceeds from sales of shares                                                                                               
 
 Reinvestment of distributions                                                   177,278,996              61,856,536              
 
 Cost of shares redeemed                                                        (84,723,915)             (102,420,292)           
 
 Net increase (decrease) in net assets resulting from share transactions        354,237,924              206,174,808             
 
  Total increase (decrease) in net assets                                       594,588,005              294,168,063             
 
NET ASSETS                                                                                                           
 
 Beginning of period                                                            1,437,174,140            1,143,006,077           
 
 End of period (including undistributed net investment income of $32,076,535 
and $17,189,720,                                                                $        2,031,762,145   $        1,437,174,140   
respectively)                                                                                                                   
 
OTHER INFORMATION                                                                                                              
Shares                                                                                                                           
 
 Sold                                                                            9,406,008                8,844,551               
                                                                                                                                
 
 Issued in reinvestment of distributions                                         7,319,526                2,322,816               
 
 Redeemed                                                                        (3,015,787)              (3,672,057)             
 
 Net increase (decrease)                                                         13,709,747               7,495,310               
 
</TABLE>
 
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD ENDED SEPTEMBER 30, 1995 
 
 
1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Destiny Portfolios: Destiny I and Destiny II (the funds) are
authorized to issue an unlimited number of shares. Each fund 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. Shares of each fund are offered publicly through Fidelity
Systematic Investment Plans: Destiny I and Destiny II (the Plans), a unit
investment trust with two series. The following summarizes the significant
accounting policies of the funds:
SECURITY VALUATION. Securities for which exchange quotations are readily
available are valued at the last sale price, or if no sale price, at the
closing bid price. Securities for which exchange quotations are not readily
available (and in certain cases debt securities which trade on an
exchange), are valued primarily using dealer-supplied valuations or at
their fair value as determined in good faith under consistently applied
procedures under the general supervision of the Board of Trustees.
Short-term securities maturing within sixty days of their purchase date are
valued at amortized cost or original cost plus accrued interest, both of
which approximate current value.
FOREIGN CURRENCY TRANSLATION. The accounting records of the fund are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the prevailing rates of exchange at period end. Purchases and
sales of securities, income receipts, and expense payments are translated
into U.S. dollars at the prevailing exchange rate on the respective dates
of the transactions.
Net realized gains and losses on foreign currency transactions represent
net gains and losses from sales and maturities of forward currency
contracts, disposition of foreign currencies, currency gains and losses
realized between the trade and settlement dates on securities transactions,
and the difference between the amount of net investment income accrued and
the U.S. dollar amount actually received. The effects of changes in foreign
currency exchange rates on investments in securities are included with the
net realized and unrealized gain or loss on investment securities.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, each fund is not subject to income taxes to
the extent that it distributes substantially all of its taxable income for
the fiscal year. The schedules of investments include information regarding
income taxes under the caption "Income Tax Information."
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date,
except certain dividends from foreign securities where the ex-dividend date
may have passed, are recorded as soon as the funds are informed of the
ex-dividend date. Interest income is accrued as earned. Investment income
is recorded net of foreign taxes withheld where recovery of such taxes is
uncertain.
EXPENSES. Most expenses can be directly attributed to a fund. Expenses
which cannot be directly attributed are apportioned between the funds.
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date.
Income and capital gain distributions are determined in accordance with
income tax regulations which may differ from generally accepted accounting
principles. These differences, which may result in distribution
reclassifications, are primarily due to differing treatments for litigation
proceeds, foreign currency transactions, partnerships, non-taxable
dividends and losses deferred due to wash sales. The funds also utilized
earnings and profits distributed to shareholders on redemption of shares as
a part of the dividends paid deduction for income tax purposes. The funds
also utilized earnings and profits distributed to shareholders on
redemption of shares as a part of the dividends paid deduction for income
tax purposes.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital and may
affect the per-share allocation between net investment income and realized
and unrealized gain (loss). Undistributed net investment income and
accumulated undistributed net realized gain (loss) on investments and
foreign currency transactions may include temporary book and tax basis
differences which will reverse in a subsequent period. Any taxable income
or gain remaining at fiscal year end is distributed in the following year.
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
2. OPERATING POLICIES.
FORWARD FOREIGN CURRENCY CONTRACTS. The funds may use foreign currency
contracts to facilitate transactions in foreign securities and to manage
the funds' currency exposure. Contracts to buy generally are used to
acquire exposure to foreign currencies, while contracts to sell are used to
hedge the funds' investments against currency fluctuations. Also, a
contract to buy or sell can offset a previous contract. Losses may arise
from changes in the value of the foreign currency or if the counterparties
do not perform under the contracts' terms.
The U.S. dollar value of forward foreign currency contracts is determined
using forward currency exchange rates supplied by a quotation service.
Purchases and sales of forward foreign currency contracts having the same
settlement date and broker are offset and any realized gain (loss) is
recognized on the date of offset; otherwise, gain (loss) is recognized on
settlement date. 
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (the SEC), the funds, along with other
affiliated entities of Fidelity Management & Research Company (FMR), may
transfer uninvested cash balances into one or more joint trading accounts.
These balances are invested in one or more repurchase agreements that
mature in 60 days or less from the date of purchase, and are collateralized
by U.S. Treasury or Federal Agency obligations.
REPURCHASE AGREEMENTS. The funds, through their custodian, receive delivery
of the underlying U.S. Treasury or Federal Agency Securities, the market
value of which is required to be at least equal to the repurchase price.
For term repurchase agreement transactions, the underlying securities are
marked-to-market daily and maintained at a value at least equal to the
repurchase price. FMR, the funds' investment adviser, is responsible for
determining that the value of the underlying securities remains in
accordance with the market value requirements stated above. 
3. PURCHASES AND SALES OF INVESTMENTS. 
Destiny I: Purchases and sales of securities, other than short-term
securities, aggregated $1,840,629,485 and $1,872,464,992, respectively, of
which U.S. government and government agency obligations aggregated
$257,143,401 and $150,665,923, respectively.
Destiny II: Purchases and sales of securities, other than short-term
securities, aggregated $983,621,991 and $814,329,567, respectively, of
which U.S. government and government agency obligations aggregated
$152,854,844 and $85,725,918, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES. 
MANAGEMENT FEE. As each fund's investment adviser, FMR receives a monthly
basic fee that is calculated on the basis of a group fee rate plus a fixed
individual fund fee rate applied to the average net assets of each fund.
The group fee rate is the weighted average of a series of rates and is
based on the monthly average net assets of all the mutual funds advised by
FMR. The rates ranged from .2700% to .5200% for the period for the funds.
In the event that these rates were lower than the contractual rates in
effect during the period, FMR voluntarily implemented the above rates, as
they resulted in the same or a lower management fee. The annual individual
fund fee rates for Destiny I and Destiny II are .17% and .30%,
respectively. The basic fees are subject to a performance adjustment (up to
a maximum of (plus/minus) .24%) based on each fund's investment performance
as compared to the appropriate index over a specified period of time. For
the period, the management fees were equivalent to annual rates of .65% and
 .75% of average net assets after the performance adjustment for the Destiny
I and Destiny II funds, respectively.
Fidelity Distributors Corporation (FDC), an affiliate of FMR and sponsor of
the Plans, received $907,276 and $2,926,991 as its portion of the Creation
and Sales Charges of Destiny I and Destiny II funds, respectively, for the
period. 
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
TRANSFER AGENT FEES. Fidelity Service Co. (FSC), an affiliate of FMR, is
the funds' transfer, dividend disbursing and shareholder servicing agent.
During the period October 1, 1994 to December 31, 1994, FSC received fees
based on the type, size, number of accounts and the number of transactions
made by shareholders. Effective January 1, 1995, the Board of Trustees
approved a revised transfer agent contract pursuant to which FSC receives
account fees and asset-based fees that vary according to account size and
type of account. FSC pays for typesetting, printing and mailing of all
shareholder reports, except proxy statements.
ACCOUNTING FEES. FSC maintains the funds' accounting records. The fee is
based on the level of average net assets for the month plus out-of-pocket
expenses.
BROKERAGE COMMISSIONS. Each fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms for Destiny I and Destiny II
were $927,267 and $439,193, respectively.
5. TRANSACTIONS WITH AFFILIATED COMPANIES.
An affiliated company is a company in which the fund has ownership of at
least 5% of the voting securities. Transactions during the period with
companies which are or were affiliates are as follows for Destiny I:
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES
 Purchase Sales Dividend Market
Affiliate Cost Cost Income Value
Methode Electronics, Inc. Class A  $ -- $ 1,162,388 $ 222,288 $ 28,842,000
 
NEITHER THE FUNDS NOR FIDELITY DISTRIBUTORS CORPORATION IS A BANK AND FUND
SHARES ARE NOT BACKED OR GUARANTEED 
BY ANY BANK OR INSURED BY THE FDIC.
REPORT OF INDEPENDENT ACCOUNTANTS
 
 
 
To the Trustees and Shareholders of Fidelity Destiny Portfolios:  Destiny I
and Destiny II:
We have audited the accompanying statements of assets and liabilities of
Fidelity Destiny Portfolios:  Destiny I and Destiny II, including the
schedules of portfolio investments, as of September 30, 1995, and the
related statements of operations for the year then ended, the statements of
changes in net assets for each of the two years in the period then ended
and the financial highlights for each of the two  years in the period then
ended,  for the three month period  ended September 30, 1993, and for each
of the three years in the period ended June 30, 1993. These financial
statements and financial highlights are the responsibility of the funds'
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of September 30, 1995  by correspondence with the
custodian and brokers. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of  Destiny Portfolios:  Destiny I and Destiny II  as of  September 30,
1995, the results of their operations for the year then ended, the changes
in their net assets for each of the two years in the period then ended, and
the financial highlights for each of the  two  years in the period then
ended,  for the three month period  ended September 30, 1993, and for each
of the three years in the period ended June 30, 1993, in conformity with
generally accepted accounting principles.
 COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
November 14, 1995
 
 
 
FIDELITY
DESTINY
PORTFOLIOS:
DESTINY I
DESTINY II
82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109
OFFICERS
Edward C. Johnson 3d, PRESIDENT
J. Gary Burkhead, SENIOR VICE PRESIDENT
George A. Vanderheiden, VICE PRESIDENT
Arthur S. Loring, SECRETARY
Robert H. Morrison, MANAGER, SECURITY TRANSACTIONS
Kenneth A. Rathgeber, TREASURER
John H. Costello, ASSISTANT TREASURER
Leonard M. Rush, ASSISTANT TREASURER
BOARD OF TRUSTEES
J. Gary Burkhead
   Ralph F. Cox    
   Phyllis Burke Davis    
Richard J. Flynn
Edward C. Johnson 3d
E. Bradley Jones
Donald J. Kirk
Edward H. Malone
   Marvin L. Mann    
Gerald C. McDonough
Thomas R. Williams
 
FIDELITY DESTINY PORTFOLIOS
CROSS REFERENCE SHEET
Form N-1A Item Number                                         
 
                                                              
 
                                                              
 
Part B                  Statement of Additional Information   
 
                                                              
 
10,11                   Cover Page                            
 
12                      Description of the Trust              
 
13a,b,c                 Investment Policies and Limitations   
 
    d                   *                                     
 
14a, b, c               Trustees and Officers                 
 
15a,b                   *                                     
 
    c                   Trustees and Officers                 
 
16a(i)                  FMR                                   
 
    a(ii)               Trustees and Officers                 
 
    a(iii),b            Management Contracts                  
 
    c                   *                                     
 
    d                   Contracts with FMR Affiliates         
 
    e,f,g               *                                     
 
    h                   Description of the Trust              
 
    i                   Contracts with FMR Affiliates         
 
17a,b,c,d               Portfolio Transactions                
 
    e                   *                                     
 
18a                     Description of the Trust              
 
    b                   *                                     
 
19a                     Additional Purchase and Redemption    
                        Information                           
 
    b                   Valuation; Additional Purchase and    
                        Redemption Information                
 
    c                   *                                     
 
20                      Distributions and Taxes               
 
21a                     Contracts with FMR Affiliates         
 
    b,c                 *                                     
 
22                      Performance                           
 
23                      **                                    
 
 
 
 *Not Applicable
 
**To be filed by subsequent amendment
 
FIDELITY DESTINY PORTFOLIOS: DESTINY I AND DESTINY II
STATEMENT OF ADDITIONAL INFORMATION
NOVEMBER 29, 1995
This Statement of Additional Information (SAI) is not a prospectus but
should be read in conjunction with the funds' current Prospectus (dated
November 29, 1995). Please retain this document for future reference. The
funds' financial statements and financial highlights, included in the
Annual Report, for the fiscal year ended September 30, 1995, are
incorporated herein by reference. To obtain an additional copy of the
Prospectus or the Annual Report, please call your investment professional
or Fidelity Distributors Corporation:
NATIONWIDE (TOLL FREE)              1-800-433-0734          
 
ALASKA OR OVERSEAS (CALL COLLECT)   1-617-   328-5000       
 
TABLE OF CONTENTS   PAGE   
 
Investment Policies and Limitations                                        
                                                                           
 
Portfolio Transactions                                                     
 
Valuation                                                        12        
 
Performance                                                                
 
Additional Purchase, Exchange and Redemption Information                   
 
Distributions and Taxes                                                    
 
FMR                                                              17        
 
Trustees and Officers                                                      
 
Management Contracts                                                       
 
Contracts with FMR Affiliates                                    23        
 
Description of the Trust                                                   
 
Financial Statements                                                       
 
Appendix                                                                   
 
INVESTMENT ADVISER
Fidelity Management & Research Company (FMR)
INVESTMENT SUB-ADVISERS
Fidelity Management & Research (U.K.) Inc. (FMR U.K.)
Fidelity Management & Research (Far East) Inc. (FMR Far East)
DISTRIBUTOR
Fidelity Distributors Corporation (FDC)
TRANSFER AGENT
Fidelity Service Co. (FSC)
CUSTODIAN
The Chase Manhattan Bank, N.A. (Custodian)
I.BD-DESSAI-1195
INVESTMENT POLICIES AND LIMITATIONS
The following policies and limitations supplement those set forth in the
Prospectus. Unless otherwise noted, whenever an investment policy or
limitation states a maximum percentage of a fund's assets    that     may
be invested in any security or other asset, or sets forth a policy
regarding quality standards, such standard or percentage limitation shall
be determined immediately after and as a result of the fund's acquisition
of such security or other asset. Accordingly, any subsequent change in
values, net assets, or other circumstances will not be considered when
determining whether the investment complies with a fund's investment
policies and limitations.
The funds' fundamental investment policies and limitations cannot be
changed without approval by a "majority of the outstanding voting
securities" (as defined in the Investment Company Act of 1940 (the 1940
Act)) of the funds. However, except for the fundamental investment
limitations listed below, the investment policies and limitations described
in this SAI are not fundamental and may be changed without shareholder
approval. THE FOLLOWING ARE THE FUNDS' FUNDAMENTAL INVESTMENT LIMITATIONS
SET FORTH IN THEIR ENTIRETY. EACH FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the securities
of any issuer (other than securities issued or guaranteed by the U.S.
Government or any of its agencies or instrumentalities) if, as a result,
(a) more than 5% of the fund's total assets would be invested in the
securities of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(4) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose principal
business activities are in the same industry;
(6) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(7) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
(8) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.
THE FOLLOWING LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED WITHOUT
SHAREHOLDER APPROVAL.
(i) Each fund does not currently intend to sell securities short, unless it
owns or has the right to obtain such securities equivalent in kind and
amount to the securities sold short, and provided that transactions in
futures contracts and options are not deemed to constitute selling
securities short.
(ii) Each fund does not currently intend to purchase securities on margin,
except that each fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iii) Each fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (3)). Neither fund will
purchase any security while borrowings representing more than 5% of its
total assets are outstanding. Neither fund will borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.
(iv) Each fund does not currently intend to purchase any security if, as a
result, more than 10% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the prices
at which they are valued.
(v) Each fund does not currently intend to purchase interests in real
estate investment trusts that are not readily marketable or interests in
real estate limited partnerships that are not listed on an exchange or
traded on the NASDAQ National Market System if, as a result, the sum of
such interests and other investments considered illiquid under limitation
(iv) would exceed 10% of the fund's net assets.
(vi) Each fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 5% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser or (b) acquiring
loans, loan participations or other forms of direct debt instruments and,
in connection therewith, assuming any associated unfunded commitments of
the sellers. (This limitation does not apply to purchases of debt
securities or to repurchase agreements.)
(vii) Each fund does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.
(viii) Each fund does not currently intend to purchase the securities of
any issuer (other than securities issued or guaranteed by domestic or
foreign governments or political subdivisions thereof) if, as a result,
more than 5% of its total assets would be invested in the securities of
business enterprises that, including predecessors, have a record of less
than three years of continuous operation.
(ix) Each fund does not currently intend to purchase warrants, valued at
the lower of cost or market, in excess of 5% of    the     fund's net
assets. Included in that amount, but not to exceed 2% of    the     fund's
net assets, may be warrants that are not listed on the New York Stock
Exchange or the American Stock Exchange. Warrants acquired by the funds in
units or attached to securities are not subject to these restrictions.
(x) Each fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
(xi) Each fund does not currently intend to purchase the securities of any
issuer if those officers and Trustees of the Trust and those officers and
directors of FMR who individually own more than 1/2 of 1% of the securities
of such issuer together own more than 5% of such issuer's securities.
For purposes of limitation (viii), pass-through entities and other special
purpose vehicles or pools of financial assets, such as issuers of
asset-backed securities or investment companies, are not considered
"business enterprises."
For the funds' limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions"
beginning on page 6.
AFFILIATED BANK TRANSACTIONS. A fund may engage in transactions with
financial institutions that are, or may be considered to be, "affiliated
persons" of the fund under the 1940 Act. These transactions may include
repurchase agreements with custodian banks; short-term obligations of, and
repurchase agreements with, the 50 largest U.S. banks (measured by
deposits); municipal securities; U.S. Government securities with affiliated
financial institutions that are primary dealers in these securities;
short-term currency transactions; and short-term borrowings. In accordance
with exemptive orders issued by the Securities and Exchange Commission
(SEC), the Board of Trustees has established and periodically reviews
procedures applicable to transactions involving affiliated financial
institutions.
EXPOSURE TO FOREIGN MARKETS. Foreign securities, foreign currencies, and
securities issued by U.S. entities with substantial foreign operations may
involve significant risks in addition to the risks inherent in U.S.
investments. The value of securities denominated in foreign currencies
and    of     dividends and interest paid with respect to such securities
will fluctuate based on the relative strength of the U.S. dollar.
Foreign investments involve a risk of local political, economic, or social
instability, military action or unrest, or adverse diplomatic developments,
and may be affected by actions of foreign governments adverse to the
interests of U.S. investors. Such actions may include the possibility of
expropriation or nationalization of assets, confiscatory taxation,
restrictions on U.S. investment or on the ability to repatriate assets or
convert currency into U.S. dollars, or other government intervention. There
is no assurance that FMR will be able to anticipate these potential events
or counter their effects. These risks are magnified for investments in
developing countries, which may have relatively unstable governments,
economies based on only a few industries, and securities markets that trade
a small number of securities.
Economies of particular countries or areas of the world may differ
favorably or unfavorably from the economy of the United States. Foreign
markets may offer less protection to investors than U.S. markets. It is
anticipated that in most cases the best available market for foreign
securities will be on an exchange or in over-the-counter markets located
outside of the United States. Foreign stock markets, while growing in
volume and sophistication, are generally not as developed as those in the
United States, and securities of some foreign issuers (particularly those
located in developing countries) may be less liquid and more volatile than
securities of comparable U.S. issuers. Foreign security trading practices,
including those involving securities settlement where fund assets may be
released prior to receipt of payment, may result in increased risk in the
event of a failed trade or the insolvency of a foreign broker-dealer, and
may involve substantial delays. In addition, the costs of foreign
investing, including withholding taxes, brokerage commissions and custodial
costs, are generally higher than for U.S. investors. In general, there is
less overall governmental supervision and regulation of securities
exchanges, brokers, and listed companies than in the United States. It may
also be difficult to enforce legal rights in foreign countries. Foreign
issuers are generally not bound by uniform accounting, auditing, and
financial reporting requirements and standards of practice comparable to
those applicable to U.S. issuers.
Some foreign securities impose restrictions on transfer within the United
States or to U.S. persons. Although securities subject to such transfer
restrictions may be marketable abroad, they may be less liquid than foreign
securities of the same class that are not subject to such restrictions.
American Depository Receipts (ADR's) as well as other "hybrid" forms of
ADRs including European Depository Receipts (EDRs) and Global Depository
Receipts (GDRs), are certificates evidencing ownership of shares of a
foreign issuer. These certificates are issued by depository banks and
generally trade on an established market in the United States or elsewhere.
The underlying shares are held in trust by a custodian bank or similar
financial institution in the issuer's home country. The depository bank may
not have physical custody of the underlying securities at all times and may
charge fees for various services, including forwarding dividends and
interest and corporate actions. ADRs are an alternative to directly
purchasing the underlying foreign securities in their national markets and
currencies. However, ADRs continue to be subject to many of the risks
associated with investing directly in foreign securities. These risks
include foreign exchange risk as well as the political and economic risks
of the underlying issuer's country.
FOREIGN CURRENCY TRANSACTIONS. The funds may conduct foreign currency
transactions on a spot (i.e., cash) basis or by entering into forward
contracts to purchase or sell foreign currencies at a future date and
price. The funds will convert currency on a spot basis from time to time,
and investors should be aware of the costs of currency conversion. Although
foreign exchange dealers generally do not charge a fee for conversion, they
do realize a profit based on the difference between the prices at which
they are buying and selling various currencies. Thus, a dealer may offer to
sell a foreign currency to the fund at one rate, while offering a lesser
rate of exchange should the fund desire to resell that currency to the
dealer. Forward contracts are generally traded in an interbank market
conducted directly between currency traders (usually large commercial
banks) and their customers. The parties to a forward contract may agree to
offset or terminate the contract before its maturity, or may hold the
contract to maturity and complete the contemplated currency exchange.
Each fund may use currency forward contracts for any purpose consistent
with its investment objective. The following discussion summarizes the
principal currency management strategies involving forward contracts that
could be used by each fund. The funds may also use swap agreements, indexed
securities, and options and futures contracts relating to foreign
currencies for the same purposes.
When a fund agrees to buy or sell a security denominated in a foreign
currency, it may desire to "lock in" the U.S. dollar price of the security.
By entering into a forward contract for the purchase or sale, for a fixed
amount of U.S. dollars, of the amount of foreign currency involved in the
underlying security transaction, the fund will be able to protect itself
against an adverse change in foreign currency values between the date the
security is purchased or sold and the date on which payment is made or
received. This technique is sometimes referred to as a "settlement hedge"
or "transaction hedge." The funds may also enter into forward contracts to
purchase or sell a foreign currency in anticipation of future purchases or
sales of securities denominated in foreign currency, even if the specific
investments have not yet been selected by FMR.
The funds may also use forward contracts to hedge against a decline in the
value of existing investments denominated in foreign currency. For example,
if a fund owned securities denominated in pounds sterling, it could enter
into a forward contract to sell pounds sterling in return for U.S. dollars
to hedge against possible declines in the pound's value. Such a hedge,
sometimes referred to as a "position hedge," would tend to offset both
positive and negative currency fluctuations, but would not offset changes
in security values caused by other factors. A fund could also hedge the
position by selling another currency expected to perform similarly to the
pound sterling - for example, by entering into a forward contract to sell
Deutschemarks or European Currency Units in return for U.S. dollars. This
type of hedge, sometimes referred to as a "proxy hedge," could offer
advantages in terms of cost, yield, or efficiency, but generally would not
hedge currency exposure as effectively as a simple hedge into U.S. dollars.
Proxy hedges may result in losses if the currency used to hedge does not
perform similarly to the currency in which the hedged securities are
denominated.
Each fund may enter into forward contracts to shift its investment exposure
from one currency into another. This may include shifting exposure from
U.S. dollars to a foreign currency, or from one foreign currency to another
foreign currency. For example, if a fund held investments denominated in
Deutschemarks, the fund could enter into forward contracts to sell
Deutschemarks and purchase Swiss Francs. This type of strategy, sometimes
known as a "cross-hedge," will tend to reduce or eliminate exposure to the
currency that is sold, and increase exposure to the currency that is
purchased, much as if the fund had sold a security denominated in one
currency and purchased an equivalent security denominated in another.
Cross-hedges protect against losses resulting from a decline in the hedged
currency, but will cause the fund to assume the risk of fluctuations in the
value of the currency it purchases.
Under certain conditions, SEC guidelines require mutual funds to set aside
appropriate liquid assets in a segregated custodial account to cover
currency forward contracts. As required by SEC guidelines, the funds will
segregate assets to cover currency forward contracts, if any, whose purpose
is essentially speculative. The funds will not segregate assets to cover
forward contracts entered into for hedging purposes, including settlement
hedges, position hedges, and proxy hedges.
Successful use of currency management strategies will depend on FMR's skill
in analyzing and predicting currency values. Currency management strategies
may substantially change a fund's investment exposure to changes in
currency exchange rates, and could result in losses to the fund if
currencies do not perform as FMR anticipates. For example, if a currency's
value rose at a time when FMR had hedged a fund by selling that currency in
exchange for dollars, the fund would be unable to participate in the
currency's appreciation. If FMR hedges currency exposure through proxy
hedges, a fund could realize currency losses from the hedge and the
security position at the same time if the two currencies do not move in
tandem. Similarly, if FMR increases a fund's exposure to a foreign
currency, and that currency's value declines, the fund will realize a loss.
There is no assurance that FMR's use of currency management strategies will
be advantageous to the funds or that it will hedge at an appropriate time.
FUNDS' RIGHTS AS A SHAREHOLDER. The funds do not intend to direct or
administer the day-to-day operations of any company. Each fund, however,
may exercise its rights as a shareholder and may communicate its views on
important matters of policy to management, the Board of Directors, and
shareholders of a company when FMR determines that such matters could have
a significant effect on the value of the fund's investment in the company.
The activities that a fund may engage in, either individually or in
conjunction with others, may include, among others, supporting or opposing
proposed changes in a company's corporate structure or business activities;
seeking changes in a company's directors or management; seeking changes in
a company's direction or policies; seeking the sale or reorganization of
the company or a portion of its assets; or supporting or opposing third
party takeover efforts. This area of corporate activity is increasingly
prone to litigation and it is possible that a fund could be involved in
lawsuits related to such activities. FMR will monitor such activities with
a view to mitigating, to the extent possible, the risk of litigation
against a fund and the risk of actual liability if a fund is involved in
litigation. No guarantee can be made, however, that litigation against a
fund will not be undertaken or liabilities incurred.
FUTURES AND OPTIONS. The following    paragraphs pertain to futures and
options:     Asset Coverage for Futures and Options Positions, Combined
Positions, Correlation of Price Changes, Futures Contracts, Futures Margin
Payments, Limitations on Futures and Options Transactions, Liquidity of
Options and Futures Contracts, Options and Futures Relating to Foreign
Currencies, OTC Options, Purchasing Put and Call Options, and Writing Put
and Call Options.
ASSET COVERAGE FOR FUTURES AND OPTIONS POSITIONS. The funds will comply
with guidelines established by the SEC with respect to coverage of options
and futures strategies by mutual funds, and if the guidelines so require
will set aside appropriate liquid assets in a segregated custodial account
in the amount prescribed. Securities held in a segregated account cannot be
sold while the futures or option strategy is outstanding, unless they are
replaced with other suitable assets. As a result, there is a possibility
that segregation of a large percentage of a fund's assets could impede
portfolio management or the fund's ability to meet redemption requests or
other current obligations.
COMBINED POSITIONS. A fund may purchase and write options in combination
with each other, or in combination with futures or forward contracts, to
adjust the risk and return characteristics of the overall position. For
example, a fund may purchase a put option and write a call option on the
same underlying instrument, in order to construct a combined position whose
risk and return characteristics are similar to selling a futures contract.
Another possible combined position would involve writing a call option at
one strike price and buying a call option at a lower price, in order to
reduce the risk of the written call option in the event of a substantial
price increase. Because combined options positions involve multiple trades,
they result in higher transaction costs and may be more difficult to open
and close out.
CORRELATION OF PRICE CHANGES. Because there are a limited number of types
of exchange-traded options and futures contracts, it is likely that the
standardized contracts available will not match a fund's current or
anticipated investments exactly. The funds may invest in options and
futures contracts based on securities with different issuers, maturities,
or other characteristics from the securities in which they typically
invest, which involves a risk that the options or futures position will not
track the performance of a fund's other investments. 
Options and futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments match a fund's
investments well. Options and futures prices are affected by such factors
as current and anticipated short-term interest rates, changes in volatility
of the underlying instrument, and the time remaining until expiration of
the contract, which may not affect security prices the same way. Imperfect
correlation may also result from differing levels of demand in the options
and futures markets and the securities markets, from structural differences
in how options and futures and securities are traded, or from imposition of
daily price fluctuation limits or trading halts. A fund may purchase or
sell options and futures contracts with a greater or lesser value than the
securities it wishes to hedge or intends to purchase in order to attempt to
compensate for differences in volatility between the contract and the
securities, although this may not be successful in all cases. If price
changes in a fund's options or futures positions are poorly correlated with
its other investments, the positions may fail to produce anticipated gains
or result in losses that are not offset by gains in other investments.
FUTURES CONTRACTS. When a fund purchases a futures contract, it agrees to
purchase a specified underlying instrument at a specified future date. When
a fund sells a futures contract, it agrees to sell the underlying
instrument at a specified future date. The price at which the purchase and
sale will take place is fixed when the fund enters into the contract. Some
currently available futures contracts are based on specific securities,
such as U.S. Treasury bonds or notes, and some are based on indices of
securities prices, such as the Standard & Poor's Composite Index of 500
Stocks (S&P 500). Futures can be held until their delivery dates, or can be
closed out before then if a liquid secondary market is available.
The value of a futures contract tends to increase and decrease in tandem
with the value of its underlying instrument. Therefore, purchasing futures
contracts will tend to increase a fund's exposure to positive and negative
price fluctuations in the underlying instrument, much as if it had
purchased the underlying instrument directly. When a fund sells a futures
contract, by contrast, the value of its futures position will tend to move
in a direction contrary to the market. Selling futures contracts,
therefore, will tend to offset both positive and negative market price
changes, much as if the underlying instrument had been sold.
FUTURES MARGIN PAYMENTS. The purchaser or seller of a futures contract is
not required to deliver or pay for the underlying instrument unless the
contract is held until the delivery date. However, both the purchaser and
seller are required to deposit "initial margin" with a futures broker,
known as a futures commission merchant (FCM), when the contract is entered
into. Initial margin deposits are typically equal to a percentage of the
contract's value. If the value of either party's position declines, that
party will be required to make additional "variation margin" payments to
settle the change in value on a daily basis. The party that has a gain may
be entitled to receive all or a portion of this amount. Initial and
variation margin payments do not constitute purchasing securities on margin
for purposes of a fund's investment limitations. In the event of the
bankruptcy of an FCM that holds margin on behalf of a fund, the fund may be
entitled to return of margin owed to it only in proportion to the amount
received by the FCM's other customers, potentially resulting in losses to
the fund.
LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS. Each fund has filed a
notice of eligibility for exclusion from the definition of the term
"commodity pool operator" with the Commodity Futures Trading Commission
(CFTC) and the National Futures Association, which regulate trading in the
futures markets. The funds intend to comply with Rule 4.5 under the
Commodity Exchange Act, which limits the extent to which the funds can
commit assets to initial margin deposits and option premiums.
In addition, each fund will not: (a) sell futures contracts, purchase put
options, or write call options if, as a result, more than 25% of the fund's
total assets would be hedged with futures and options under normal
conditions; (b) purchase futures contracts or write put options if, as a
result, each fund's total obligations upon settlement or exercise of
purchased futures contracts and written put options would exceed 25% of its
total assets; or (c) purchase call options if, as a result, the current
value of option premiums for call options purchased by the fund would
exceed 5% of the fund's total assets. These limitations do not apply to
options attached to or acquired or traded together with their underlying
securities, and do not apply to securities that incorporate features
similar to options.
The above limitations on the funds' investments in futures contracts and
options, and the funds' policies regarding futures contracts and options
discussed elsewhere in this SAI, may be changed as regulatory agencies
permit. 
LIQUIDITY OF OPTIONS AND FUTURES CONTRACTS. There is no assurance a liquid
secondary market will exist for any particular options or futures contract
at any particular time. Options may have relatively low trading volume and
liquidity if their strike prices are not close to the underlying
instrument's current price. In addition, exchanges may establish daily
price fluctuation limits for options and futures contracts, and may halt
trading if a contract's price moves upward or downward more than the limit
in a given day. On volatile trading days when the price fluctuation limit
is reached or a trading halt is imposed, it may be impossible for a fund to
enter into new positions or close out existing positions. If the secondary
market for a contract is not liquid because of price fluctuation limits or
otherwise, it could prevent prompt liquidation of unfavorable positions,
and potentially could require a fund to continue to hold a position until
delivery or expiration regardless of changes in its value. As a result, the
fund's access to other assets held to cover its options or futures
positions could also be impaired.
OPTIONS AND FUTURES RELATING TO FOREIGN CURRENCIES. Currency futures
contracts are similar to forward currency exchange contracts, except that
they are traded on exchanges (and have margin requirements) and are
standardized as to contract size and delivery date. Most currency futures
contracts call for payment or delivery in U.S. dollars. The underlying
instrument of a currency option may be a foreign currency, which generally
is purchased or delivered in exchange for U.S. dollars, or may be a futures
contract. The purchaser of a currency call obtains the right to purchase
the underlying currency, and the purchaser of a currency put obtains the
right to sell the underlying currency. 
The uses and risks of currency options and futures are similar to options
and futures relating to securities or indices, as discussed above. The
funds may purchase and sell currency futures and may purchase and write
currency options to increase or decrease their exposure to different
foreign currencies. A fund may also purchase and write currency options in
conjunction with each other or with currency futures or forward contracts.
Currency futures and options values can be expected to correlate with
exchange rates, but may not reflect other factors that affect the value of
a fund's investments. A currency hedge, for example, should protect a
Yen-denominated security from a decline in the Yen, but will not protect a
fund against a price decline resulting from deterioration in the issuer's
creditworthiness. Because the value of a fund's foreign-denominated
investments changes in response to many factors other than exchange rates,
it may not be possible to match the amount of currency options and futures
to the value of a fund's investments exactly over time.
OTC OPTIONS. Unlike exchange-traded options, which are standardized with
respect to the underlying instrument, expiration date, contract size, and
strike price, the terms of over-the-counter (OTC) options (options not
traded on exchanges) generally are established through negotiation with the
other party to the option contract. While this type of arrangement allows
the funds greater flexibility to tailor an option to its needs, OTC options
generally involve greater credit risk than exchange-traded options, which
are guaranteed by the clearing organization of the exchanges where they are
traded.
PURCHASING PUT AND CALL OPTIONS. By purchasing a put option, a fund obtains
the right (but not the obligation) to sell the option's underlying
instrument at a fixed strike price. In return for this right, the fund pays
the current market price for the option (known as the option premium).
Options have various types of underlying instruments, including specific
securities, indices of securities prices, and futures contracts. A fund may
terminate its position in a put option it has purchased by allowing it to
expire or by exercising the option. If the option is allowed to expire, the
fund will lose the entire premium it paid. If the fund exercises the
option, it completes the sale of the underlying instrument at the strike
price. A fund may also terminate a put option position by closing it out in
the secondary market at its current price, if a liquid secondary market
exists.
The buyer of a typical put option can expect to realize a gain if security
prices fall substantially. However, if the underlying instrument's price
does not fall enough to offset the cost of purchasing the option, a put
buyer can expect to suffer a loss (limited to the amount of the premium
paid, plus related transaction costs).
The features of call options are essentially the same as those of put
options, except that the purchaser of a call option obtains the right to
purchase, rather than sell, the underlying instrument at the option's
strike price. A call buyer typically attempts to participate in potential
price increases of the underlying instrument with risk limited to the cost
of the option if security prices fall. At the same time, the buyer can
expect to suffer a loss if security prices do not rise sufficiently to
offset the cost of the option.
WRITING PUT AND CALL OPTIONS. When a fund writes a put option, it takes the
opposite side of the transaction from the option's purchaser. In return for
receipt of the premium, the fund assumes the obligation to pay the strike
price for the option's underlying instrument if the other party to the
option chooses to exercise it. When writing an option on a futures
contract, the fund will be required to make margin payments to an FCM as
described above for futures contracts. A fund may seek to terminate its
position in a put option it writes before exercise by closing out the
option in the secondary market at its current price. If the secondary
market is not liquid for a put option the fund has written, however, the
fund must continue to be prepared to pay the strike price while the option
is outstanding, regardless of price changes, and must continue to set aside
assets to cover its position.
If security prices rise, a put writer would generally expect to profit,
although its gain would be limited to the amount of the premium it
received. If security prices remain the same over time, it is likely that
the writer will also profit, because it should be able to close out the
option at a lower price. If security prices fall, the put writer would
expect to suffer a loss. This loss should be less than the loss from
purchasing the underlying instrument directly, however, because the premium
received for writing the option should mitigate the effects of the decline.
Writing a call option obligates a fund to sell or deliver the option's
underlying instrument, in return for the strike price, upon exercise of the
option. The characteristics of writing call options are similar to those of
writing put options, except that writing calls generally is a profitable
strategy if prices remain the same or fall. Through receipt of the option
premium, a call writer mitigates the effects of a price decline. At the
same time, because a call writer must be prepared to deliver the underlying
instrument in return for the strike price, even if its current value is
greater, a call writer gives up some ability to participate in security
price increases.
ILLIQUID INVESTMENTS are investments that cannot be sold or disposed of in
the ordinary course of business at approximately the prices at which they
are valued. Under the supervision of the Board of Trustees, FMR determines
the liquidity of a fund's investments and, through reports from FMR, the
Board monitors investments in illiquid instruments. In determining the
liquidity of a fund's investments, FMR may consider various factors,
including (1) the frequency of trades and quotations, (2) the number of
dealers and prospective purchasers in the marketplace, (3) dealer
undertakings to make a market, (4) the nature of the security (including
any demand or tender features), and (5) the nature of the marketplace for
trades (including the ability to assign or offset the fund's rights and
obligations relating to the investment). 
Investments currently considered by the funds to be illiquid include
repurchase agreements not entitling the holder to payment of principal and
interest within seven days, over-the-counter options, and non-government
stripped fixed-rate mortgage-backed securities. Also, FMR may determine
some restricted securities, government-stripped fixed-rate mortgage-backed
securities, loans and other direct debt instruments, emerging market
securities, and swap agreements to be illiquid. However, with respect to
over-the-counter options a fund writes, all or a portion of the value of
the underlying instrument may be illiquid depending on the assets held to
cover the option and the nature and terms of any agreement the fund may
have to close out the option before expiration.
In the absence of market quotations, illiquid investments are priced at
fair value as determined in good faith by a committee appointed by the
Board of Trustees. If through a change in values, net assets, or other
circumstances, a fund were in a position where more than 10% of its net
assets was invested in illiquid securities, it would seek to take
appropriate steps to protect liquidity.
INDEXED SECURITIES   .     Each fund may purchase securities whose prices
are indexed to the prices of other securities, securities indices,
currencies, precious metals or other commodities, or other financial
indicators. Indexed securities typically, but not always, are debt
securities or deposits whose value at maturity or coupon rate is determined
by reference to a specific instrument or statistic. Gold-indexed
securities, for example, typically provide for a maturity value that
depends on the price of gold, resulting in a security whose price tends to
rise and fall together with gold prices. Currency-indexed securities
typically are short-term to intermediate-term debt securities whose
maturity values or interest rates are determined by reference to the values
of one or more specified foreign currencies, and may offer higher yields
than U.S. dollar-denominated securities of equivalent issuers.
Currency-indexed securities may be positively or negatively indexed; that
is, their maturity value may increase when the specified currency value
increases, resulting in a security that performs similarly to a
foreign-denominated instrument, or their maturity value may decline when
foreign currencies increase, resulting in a security whose price
characteristics are similar to a put on the underlying currency.
Currency-indexed securities may also have prices that depend on the values
of a number of different foreign currencies relative to each other.
The performance of indexed securities depends to a great extent on the
performance of the security, currency, or other instrument to which they
are indexed, and may also be influenced by interest rate changes in the
United States and abroad. At the same time, indexed securities are subject
to the credit risks associated with the issuer of the security, and their
values may decline substantially if the issuer's creditworthiness
deteriorates. Recent issuers of indexed securities have included banks,
corporations, and certain U.S. Government agencies. Indexed securities may
be more volatile than the underlying instruments.
INTERFUND BORROWING AND LENDING PROGRAM. Pursuant to an exemptive order
issued by the SEC, each fund has received permission to lend money to, and
borrow money from, other funds advised by FMR or its affiliates. Interfund
loans and borrowings normally extend overnight, but can have a maximum
duration of seven days. Loans may be called on one day's notice. A fund
will lend through the program only when the returns are higher than those
available from other short-term instruments (such as repurchase
agreements), and will borrow through the program only when the costs are
equal to or lower than the cost of bank loans. A fund may have to borrow
from a bank at a higher interest rate if an interfund loan is called or not
renewed. Any delay in repayment to a lending fund could result in a lost
investment opportunity or additional borrowing costs.
LOANS AND OTHER DIRECT DEBT INSTRUMENTS. Direct debt instruments are
interests in amounts owed by a corporate, governmental, or other borrower
to lenders or lending syndicates (loans and loan participations), to
suppliers of goods or services (trade claims or other receivables), or to
other parties. Direct debt instruments are subject to each fund's policies
regarding the quality of debt securities. 
Purchasers of loans and other forms of direct indebtedness depend primarily
upon the creditworthiness of the borrower for payment of principal and
interest. Direct debt instruments may not be rated by any nationally
recognized rating service. If a fund does not receive scheduled interest or
principal payments on such indebtedness, the fund's share price and yield
could be adversely affected. Loans that are fully secured offer a fund more
protections than an unsecured loan in the event of non-payment of scheduled
interest or principal. However, there is no assurance that the liquidation
of collateral from a secured loan would satisfy the borrower's obligation,
or that the collateral could be liquidated. Indebtedness of borrowers whose
creditworthiness is poor involves substantially greater risks and may be
highly speculative. Borrowers that are in bankruptcy or restructuring may
never pay off their indebtedness, or may pay only a small fraction of the
amount owed. Direct indebtedness of developing countries also involves a
risk that the governmental entities responsible for the repayment of the
debt may be unable, or unwilling, to pay interest and repay principal when
due.
Investments in loans through direct assignment of a financial institution's
interests with respect to a loan may involve additional risks to a fund.
For example, if a loan is foreclosed, a fund could become part owner of any
collateral, and would bear the costs and liabilities associated with owning
and disposing of the collateral. In addition, it is conceivable that under
emerging legal theories of lender liability, a fund could be held liable as
a co-lender. Direct debt instruments may also involve a risk of insolvency
of the lending bank or other intermediary. Direct debt instruments that are
not in the form of securities may offer less legal protection to a fund in
the event of fraud or misrepresentation. In the absence of definitive
regulatory guidance, each fund relies on FMR's research in an attempt to
avoid situations where fraud or misrepresentation could adversely affect
the fund.
A loan is often administered by a bank or other financial institution that
acts as agent for all holders. The agent administers the terms of the loan,
as specified in the loan agreement. Unless, under the terms of the loan or
other indebtedness, a fund has direct recourse against the borrower, it may
have to rely on the agent to apply appropriate credit remedies against a
borrower. If assets held by the agent for the benefit of a fund were
determined to be subject to the claims of the agent's general creditors,
the fund might incur certain costs and delays in realizing payment on the
loan or loan participation and could suffer a loss of principal or
interest.
Direct indebtedness purchased by a fund may include letters of credit,
revolving credit facilities, or other standby financing commitments
obligating the fund to pay additional cash on demand. These commitments may
have the effect of requiring the fund to increase its investment in a
borrower at a time when it would not otherwise have done so, even if the
borrower's condition makes it unlikely that the amount will ever be repaid.
Each fund will set aside appropriate liquid assets in a segregated
custodial account to cover its potential obligations under standby
financing commitments. 
Each fund limits the amount of total assets that it will invest in any one
issuer or in issuers within the same industry (see limitations 1 and 5 ).
For purposes of these limitations, each fund generally will treat the
borrower as the "issuer" of indebtedness held by the fund. In the case of
loan participations where a bank or other lending institution serves as
financial intermediary between    a     fund and the borrower, if the
participation does not shift to the fund the direct debtor-creditor
relationship with the borrower, SEC interpretations require the fund, in
appropriate circumstances, to treat both the lending bank or other lending
institution and the borrower as "issuers" for these purposes. Treating a
financial intermediary as an issuer of indebtedness may restrict a fund's
ability to invest in indebtedness related to a single financial
intermediary, or a group of intermediaries engaged in the same industry,
even if the underlying borrowers represent many different companies and
industries.
LOWER-QUALITY DEBT SECURITIES. While the market for high-yield corporate
debt securities has been in existence for many years and has weathered
previous economic downturns, the 1980s brought a dramatic increase in the
use of such securities to fund highly leveraged corporate acquisitions and
restructurings. Past experience may not provide an accurate indication of
the future performance of the high-yield bond market, especially during
periods of economic recession. In fact, from 1989 to 1991, the percentage
of lower-quality securities that defaulted rose significantly above prior
levels, although the default rate decreased in 1992 and 1993.
The market for lower-quality debt securities may be thinner and less active
than that for higher-quality debt securities, which can adversely affect
the prices at which the former are sold. If market quotations are not
available, lower-quality debt securities will be valued in accordance with
procedures established by the Board of Trustees, including the use of
outside pricing services. Judgment plays a greater role in valuing
high-yield corporate debt securities than is the case for securities for
which more external sources for quotations and last-sale information are
available. Adverse publicity and changing investor perceptions may affect
the ability of outside pricing services to value lower-quality debt
securities and a fund's ability to dispose of these securities.
Since the risk of default is higher for lower-quality debt securities,
FMR's research and credit analysis are an especially important part of
managing securities of this type held by a fund. In considering investments
for the funds, FMR will attempt to identify those issuers of high-yielding
securities whose financial condition is adequate to meet future
obligations, has improved, or is expected to improve in the future. FMR's
analysis focuses on relative values based on such factors as interest or
dividend coverage, asset coverage, earnings prospects, and the experience
and managerial strength of the issuer.
Each fund may choose, at its expense or in conjunction with others, to
pursue litigation or otherwise to exercise its rights as a security holder
to seek to protect the interests of security holders if it determines this
to be in the best interest of a fund's shareholders.
REAL ESTATE-RELATED INSTRUMENTS include real estate investment trusts,
commercial and residential mortgage-backed securities, and real estate
financings. Real estate-related instruments are sensitive to factors such
as    changes in     real estate values and property taxes, interest rates,
cash flow of underlying real estate assets, overbuilding, and the
management skill and creditworthiness of the issuer. Real estate-related
instruments may also be affected by tax and regulatory requirements, such
as those relating to the environment.
REPURCHASE AGREEMENTS. In a repurchase agreement, a fund purchases a
security and simultaneously commits to sell that security back to the
original seller at an agreed-upon price. The resale price reflects the
purchase price plus an agreed-upon incremental amount which is unrelated to
the coupon rate or maturity of the purchased security. To protect the fund
from the risk that the original seller will not fulfill its obligation, the
securities are held in an account of the fund at a bank, marked-to-market
daily, and maintained at a value at least equal to the sale price plus the
accrued incremental amount. While it does not presently appear possible to
eliminate all risks from these transactions (particularly the possibility
that the value of the underlying security will be less than the resale
price, as well as delays and costs to a fund in connection with bankruptcy
proceedings), it is each fund's current policy to engage in repurchase
agreement transactions with parties whose creditworthiness has been
reviewed and found satisfactory by FMR.
RESTRICTED SECURITIES generally can be sold in privately negotiated
transactions, pursuant to an exemption from registration under the
Securities Act of 1933, or in a registered public offering. Where
registration is required, a fund may be obligated to pay all or part of the
registration expense and a considerable period may elapse between the time
it decides to seek registration and the time it may be permitted to sell a
security under an effective registration statement. If, during such a
period, adverse market conditions were to develop, a fund might obtain a
less favorable price than prevailed when it decided to seek registration of
the security.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a fund
sells a portfolio instrument to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase the instrument
at a particular price and time. While a reverse repurchase agreement is
outstanding, the fund will maintain appropriate liquid assets in a
segregated custodial account to cover its obligation under the agreement. A
fund will enter into reverse repurchase agreements only with parties whose
creditworthiness has been found satisfactory by FMR. Such transactions may
increase fluctuations in the market value of the fund's assets and may be
viewed as a form of leverage.
SECURITIES LENDING. Each fund may lend securities to parties such as
broker-dealers or institutional investors, including Fidelity Brokerage
Services, Inc. (FBSI). FBSI is a member of the New York Stock Exchange
(NYSE) and a subsidiary of FMR Corp.
Securities lending allows a fund to retain ownership of the securities
loaned and, at the same time, to earn additional income. Since there may be
delays in the recovery of loaned securities, or even a loss of rights in
collateral supplied should the borrower fail financially, loans will be
made only to parties deemed by FMR to be of good standing. Furthermore,
they will only be made if, in FMR's judgment, the consideration to be
earned from such loans would justify the risk.
FMR understands that it is the current view of the SEC Staff that a fund
may engage in loan transactions only under the following conditions: (1)
the fund must receive 100% collateral in the form of cash or cash
equivalents (e.g., U.S. Treasury bills or notes) from the borrower; (2) the
borrower must increase the collateral whenever the market value of the
securities loaned (determined on a daily basis) rises above the value of
the collateral; (3) after giving notice, the fund must be able to terminate
the loan at any time; (4) the fund must receive reasonable interest on the
loan or a flat fee from the borrower, as well as amounts equivalent to any
dividends, interest, or other distributions on the securities loaned and to
any increase in market value; (5) the fund may pay only reasonable
custodian fees in connection with the loan; and (6) the Board of Trustees
must be able to vote proxies on the securities loaned, either by
terminating the loan or by entering into an alternative arrangement with
the borrower.
Cash received through loan transactions may be invested in any security in
which a fund is authorized to invest. Investing this cash subjects that
investment, as well as the security loaned, to market forces (i.e., capital
appreciation or depreciation).
SHORT SALES "AGAINST THE BOX." If a fund enters into a short sale against
the box, it will be required to set aside securities equivalent in kind and
amount to the securities sold short (or securities convertible or
exchangeable into such securities) and will be required to hold such
securities while the short sale is outstanding. The fund will incur
transaction costs, including interest expense, in connection with opening,
maintaining, and closing short sales against the box.
SWAP AGREEMENTS. Swap agreements can be individually negotiated and
structured to include exposure to a variety of investments or market
factors. Depending on their structure, swap agreements may increase or
decrease a fund's exposure to long- or short-term interest rates (in the
United States or abroad), foreign currency values, mortgage securities,
corporate borrowing rates, or other factors such as security prices or
inflation rates. Swap agreements can take many different forms and are
known by a variety of names. A fund is not limited to any particular form
of swap agreement if FMR determines it is consistent with the fund's
investment objective and policies.
In a typical cap or floor agreement, one party agrees to make payments only
under specified circumstances, usually in return for payment of a fee by
the other party. For example, the buyer of an interest rate cap obtains the
right to receive payments to the extent that a specified interest rate
exceeds an agreed-upon level, while the seller of an interest rate floor is
obligated to make payments to the extent that a specified interest rate
falls below an agreed-upon level. An interest rate collar combines elements
of buying a cap and selling a floor.
Swap agreements will tend to shift a fund's investment exposure from one
type of investment to another. For example, if a fund agreed to exchange
payments in dollars for payments in foreign currency, the swap agreement
would tend to decrease the fund's exposure to U.S. interest rates and
increase its exposure to foreign currency and interest rates. Caps and
floors have an effect similar to buying or writing options. Depending on
how they are used, swap agreements may increase or decrease the overall
volatility of a fund's investments and its share price.
The most significant factor in the performance of swap agreements is the
change in the specific interest rate, currency, or other factors that
determine the amounts of payments due to and from a fund. If a swap
agreement calls for payments by a fund, the fund must be prepared to make
such payments when due. In addition, if the counterparty's creditworthiness
declined, the value of a swap agreement would be likely to decline,
potentially resulting in losses. Each fund expects to be able to eliminate
its exposure under swap agreements either by assignment or other
disposition, or by entering into an offsetting swap agreement with the same
party or a similarly creditworthy party.
Each fund will maintain appropriate liquid assets in a segregated custodial
account to cover its current obligations under swap agreements. If a fund
enters into a swap agreement on a net basis, it will segregate assets with
a daily value at least equal to the excess, if any, of the fund's accrued
obligations under the swap agreement over the accrued amount the fund is
entitled to receive under the agreement. If a fund enters into a swap
agreement on other than a net basis, it will segregate assets with a value
equal to the full amount of the fund's accrued obligations under the
agreement.
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed on
behalf of each fund by FMR pursuant to authority contained in the
management contract. FMR is also responsible for the placement of
transaction orders for other investment companies and accounts for which it
or its affiliates act as investment adviser. In selecting broker-dealers,
subject to applicable limitations of the federal securities laws, FMR
considers various relevant factors, including, but not limited to: the size
and type of the transaction; the nature and character of the markets for
the security to be purchased or sold; the execution efficiency, settlement
capability, and financial condition of the broker-dealer firm; the
broker-dealer's execution services rendered on a continuing basis; the
reasonableness of any commissions; and arrangements for payment of fund
expenses. Generally, commissions for investments traded on foreign
exchanges will be higher than for investments traded on U.S. exchanges and
may not be subject to negotiation.
The funds may execute portfolio transactions with broker-dealers who
provide research and execution services to the funds or other accounts over
which FMR or its affiliates exercise investment discretion. Such services
may include advice concerning the value of securities; the advisability of
investing in, purchasing, or selling securities;    and     the
availability of securities or the purchasers or sellers of securities. In
addition, such broker-dealers may furnish analyses and reports concerning
issuers, industries, securities, economic factors and trends, portfolio
strategy, and performance of accounts; effect securities transactions, and
perform functions incidental thereto (such as clearance and settlement).
The selection of such broker-dealers generally is made by FMR (to the
extent possible consistent with execution considerations) in accordance
with a ranking of broker-dealers determined periodically by FMR's
investment staff based upon the quality of research and execution services
provided.
The receipt of research from broker-dealers that execute transactions on
behalf of the funds may be useful to FMR in rendering investment management
services to the funds or its other clients, and conversely, such research
provided by broker-dealers who have executed transaction orders on behalf
of other FMR clients may be useful to FMR in carrying out its obligations
to the funds. The receipt of such research has not reduced FMR's normal
independent research activities; however, it enables FMR to avoid the
additional expenses that could be incurred if FMR tried to develop
comparable information through its own efforts.
Subject to applicable limitations of the federal securities laws,
broker-dealers may receive commissions for agency transactions that are in
excess of the amount of commissions charged by other broker-dealers in
recognition of their research and execution services. In order to cause
each fund to pay such higher commissions, FMR must determine in good faith
that such commissions are reasonable in relation to the value of the
brokerage and research services provided by such executing broker-dealers,
viewed in terms of a particular transaction or FMR's overall
responsibilities to the funds and its other clients. In reaching this
determination, FMR will not attempt to place a specific dollar value on the
brokerage and research services provided, or to determine what portion of
the compensation should be related to those services.
FMR is authorized to use research services provided by and to place
portfolio transactions with brokerage firms that have provided assistance
in the distribution of shares of the funds or shares of other Fidelity
funds to the extent permitted by law. FMR may use research services
provided by and place agency transactions with        FBSI and Fidelity
Brokerage Services (FBS), subsidiaries of FMR Corp., if the commissions are
fair, reasonable, and comparable to commissions charged by non-affiliated,
qualified brokerage firms for similar services. From September 1992 through
December 1994, FBS operated under the name Fidelity Brokerage Services
Limited, Inc. (FBSL). As of January 1995, FBSL was converted to an
unlimited liability company and assumed the name FBS. Prior to September 4,
1992, FBSL operated under the name Fidelity Portfolio Services, Ltd. (FPSL)
as a wholly owned subsidiary of Fidelity International Limited (FIL).
Edward C. Johnson 3d is Chairman of FIL. Mr. Johnson 3d, Johnson family
members, and various trusts for the benefit of the Johnson family own,
directly or indirectly, more than 25% of the voting common stock of FIL.
FMR may allocate brokerage transactions to broker-dealers who have entered
into arrangements with FMR under which the broker-dealer allocates a
portion of the commissions paid by each fund toward payment of the fund's
expenses, such as transfer agent fees or custodian fees. The transaction
quality must, however, be comparable to those of other qualified
broker-dealers.
Section 11(a) of the Securities Exchange Act of 1934 prohibits members of
national securities exchanges from executing exchange transactions for
accounts    which     they or their affiliates manage, unless certain
requirements are satisfied. Pursuant to such requirements, the Board of
Trustees has authorized FBSI to execute portfolio transactions on national
securities exchanges in accordance with approved procedures and applicable
SEC rules.
Each fund's Trustees periodically review FMR's performance of its
responsibilities in connection with the placement of portfolio transactions
on behalf of the funds and review the commissions paid by each fund over
representative periods of time to determine if they are reasonable in
relation to the benefits to the fund.
Each fund's turnover rates for the fiscal years ended September 30, 1995
and 1994 are presented in the table below.
TURNOVER RATES
              1995          1994   
 
DESTINY I        55    %     77%   
 
DESTINY II       52    %     72%   
 
   For the fiscal years ended September 30, 1995 and 1994, the period July
1, 1993 through September 30, 1993, and the fiscal year ended June 30,
1993, Destiny I paid brokerage commissions of $3,136,608, $3,962,343,
$1,596,724, and $3,827,788, respectively; and Destiny II paid brokerage
commissions of $1,501,135, $1,688,528, $525,505, and $1,507,367,
respectively. Each fund pays both commissions and spreads in connection
with the placement of portfolio transactions. FBSI is paid on a commission
basis. During the fiscal years ended September 30, 1995 and 1994, the
period July 1, 1993 through September 30, 1993, and the fiscal year ended
June 30, 1993, Destiny I paid brokerage commissions of $922,459,
$1,385,392, $423,987, and $1,097,933, respectively; and Destiny II paid
brokerage commissions of $436,918, $617,397, $159,489, and $439,041,
respectively, to FBSI. During the fiscal year ended September 30, 1995,
this amounted to approximately 29.4% and 29.1%, respectively, of the
aggregate brokerage commissions paid by each fund involving approximately
42.5% and 42.8%, respectively, of the aggregate dollar amount of
transactions for which the funds paid brokerage commissions. The difference
between the percentage of brokerage commissions paid to and the percentage
of the dollar amount of transactions effected through FBSI is a result of
the low commission rates charged by FBSI.
During the fiscal year ended 1995, Destiny I paid brokerage commissions of
$4,551 and Destiny II paid brokerage commissions of $2,275 to FBS. FBS is
paid on a commission basis. During the fiscal year ended 1994, the period
July 1, 1993 through September 30, 1993 and the fiscal year ended June 30,
1993, Destiny I and Destiny II paid no brokerage commissions to FBSL.
During fiscal 1995, this amounted to approximately .2% and .2%,
respectively, of the aggregate brokerage commissions paid by each fund
involving approximately .1% and .1%, respectively, of the aggregate dollar
amount of transactions for which the funds paid brokerage commissions. The
difference between the percentage of brokerage commissions paid to and the
percentage of the dollar amount of transactions effected through FBS is a
result of the low commission rates charged by FBS.
During the fiscal year ended 1995, Destiny I paid $2,959,209 in commissions
to brokerage firms that provided research services involving approximately
$2,442,554,880 of transactions; during the fiscal year ended 1995, Destiny
II paid $1,417,775 in commissions to brokerage firms that provided research
services involving approximately $1,162,850,964 of transactions. The
provision of research services was not necessarily a factor in the
placement of all this business with such firms.     
From time to time the Trustees will review whether the recapture for the
benefit of the funds of some portion of the brokerage commissions or
similar fees paid by the funds on portfolio transactions is legally
permissible and advisable. Each fund seeks to recapture soliciting
broker-dealer fees on the tender of portfolio securities, but at present no
other recapture arrangements are in effect. The Trustees intend to continue
to review whether recapture opportunities are available and are legally
permissible and, if so, to determine in the exercise of their business
judgment whether it would be advisable for each fund to seek such
recapture.
Although the Trustees and officers of each fund are substantially the same
as those of other funds managed by FMR, investment decisions for each fund
are made independently from those of other funds managed by FMR or accounts
managed by FMR affiliates. It sometimes happens that the same security is
held in the portfolio of more than one of these funds or accounts.
Simultaneous transactions are inevitable when several funds and accounts
are managed by the same investment adviser, particularly when the same
security is suitable for the investment objective of more than one fund or
account.
When two or more funds are simultaneously engaged in the purchase or sale
of the same security, the prices and amounts are allocated in accordance
with procedures believed to be appropriate and equitable for each fund. In
some cases this system could have a detrimental effect on the price or
value of the security as far as each fund is concerned. In other cases,
however, the ability of the funds to participate in volume transactions
will produce better executions and prices for the funds. It is the current
opinion of the Trustees that the desirability of retaining FMR as
investment adviser to each fund outweighs any disadvantages that may be
said to exist from exposure to simultaneous transactions.
VALUATION
FSC normally determines each fund's net asset value    per share     (NAV)
as of the close of the NYSE (normally 4:00 p.m. Eastern time). The
valuation of portfolio securities is determined as of this time for the
purpose of computing each fund's NAV.
Portfolio securities are valued by various methods depending on the primary
market or exchange on which they trade. Most equity securities for which
the primary market is the United States are valued at last sale price or,
if no sale has occurred, at the closing bid price. Most equity securities
for which the primary market is outside the United States are valued using
the official closing price or the last sale price in the principal market
in which they are traded. If the last sale price (on the local exchange) is
unavailable, the last evaluated quote or last bid price normally is used.
Fixed-income securities and other assets for which market quotations are
readily available may be valued at market values determined by such
securities' most recent bid prices (sales prices if the principal market is
an exchange) in the principal market in which they normally are traded, as
furnished by recognized dealers in such securities or assets. Fixed-income
securities and convertible securities may also be valued on the basis of
information furnished by a pricing service that uses a valuation matrix
which incorporates both dealer-supplied valuations and electronic data
processing techniques. Use of pricing services has been approved by the
Board of Trustees. A number of pricing services are available, and the
Trustees, on the basis of an evaluation of these services, may use various
pricing services or discontinue the use of any pricing service. 
Short-term securities are valued either at amortized cost or at original
cost plus accrued interest, both of which approximate current value.
Futures contracts and options are valued on the basis of market quotations,
if available.
Foreign securities are valued based on prices furnished by independent
brokers or quotation services which express the value of securities in
their local currency. FSC gathers all exchange rates daily at the close of
the NYSE using the last quoted price on the local currency and then
translates the value of foreign securities from their local currencies into
U.S. dollars. Any changes in the value of forward contracts due to exchange
rate fluctuations and days to maturity are included in the calculation of
NAV. If an extraordinary event that is expected to materially affect the
value of a portfolio security occurs after the close of an exchange on
which that security is traded, then that security will be valued as
determined in good faith by a committee appointed by the Board of Trustees.
Securities and other assets for which there is no readily available market
value are valued in good faith by a committee appointed by the Board of
Trustees. The procedures set forth above need not be used to determine the
value of the securities owned by a fund if, in the opinion of a committee
appointed by the Board of Trustees, some other method would more accurately
reflect the fair market value of such securities.
PERFORMANCE
The funds may quote performance in various ways. All performance
information supplied by the funds in advertising is historical and is not
intended to indicate future returns. Each fund's share price, yield   ,    
and total return fluctuate in response to market conditions and other
factors, and the value of fund shares when redeemed may be        more or
less than their original cost.
TOTAL RETURN CALCULATIONS. Total returns quoted in advertising reflect all
aspects of a fund's return, including the effect of reinvesting dividends
and capital gain distributions, and any change in the fund's NAV over a
stated period   ; however,     returns quoted by each fund do not include
the effect of paying the separate Creation and Sales Charges and Custodian
Fees associated with the purchase of shares of the funds through Fidelity
Destiny Systematic Investment Plans   . T    otal returns would be lower if
Creation and Sales Charges and Custodian Fees were taken into account.
Average annual total returns are calculated by determining the growth or
decline in value of a hypothetical historical investment in a fund over a
stated period, and then calculating the annually compounded percentage rate
that would have produced the same result if the rate of growth or decline
in value had been constant over the period. For example, a cumulative total
return of 100% over ten years would produce an average annual total return
of 7.18%, which is the steady annual rate of return that would equal 100%
growth on a compounded basis in ten years. While average annual total
returns are a convenient means of comparing investment alternatives,
investors should realize that a fund's performance is not constant over
time, but changes from year to year, and that average annual total returns
represent averaged figures as opposed to the actual year-to-year
performance of the fund.
In addition to average annual total returns, a fund may quote unaveraged or
cumulative total returns reflecting the simple change in value of an
investment over a stated period. Average annual and cumulative total
returns may be quoted as a percentage or as a dollar amount, and may be
calculated for a single investment, a series of investments, or a series of
redemptions, over any time period. Total returns may be broken down into
their components of income and capital (including capital gains and changes
in share price) in order to illustrate the relationship of these factors
and their contributions to total return. Total returns may be quoted on a
before-tax or after-tax basis. Total returns, yields, and other performance
information may be quoted numerically or in a table, graph, or similar
illustration.
NET ASSET VALUE. Charts and graphs using a fund's NAVs, adjusted NAVs, and
benchmark indices may be used to exhibit performance. An adjusted NAV
includes any distributions paid by a fund and reflects all elements of its
return. Unless otherwise indicated, a fund's adjusted NAVs are not adjusted
for sales charges, if any.
MOVING AVERAGES. A fund may illustrate performance using moving averages. A
long-term moving average is the average of each week's adjusted closing NAV
for a specified period. A short-term moving average is the average of each
day's adjusted closing NAV for a specified period. Moving Average Activity
Indicators combine adjusted closing NAVs from the last business day of each
week with moving averages for a specified period to produce indicators
showing when an NAV has crossed, stayed above, or stayed below its moving
average. On September    29    , 1995, the 13-week and 39-week long-term
moving averages were $   18.43     and $   16.77, respectively,     for
Destiny I and $   31.13     and $   28.39, respectively,     for Destiny
II.
HISTORICAL PLAN RESULTS.    The following tables show the funds' total
returns for the periods ended September 30, 1995 for a $50/month, 15 year
Plan. The following Plan-related average annual total returns include
change in share price, reinvestment of dividends and capital gains, and the
effects of the separate Creation and Sales Charges and Custodian Fees
assessed through the Plans. Consult the Plans' Prospectus for more complete
information on applicable charges and fees.
DESTINY PLANS I
AVERAGE ANNUAL TOTAL RETURNS    
 
<TABLE>
<CAPTION>
<S>                    <C>               <C>                 <C>                <C>                    
   $50/MONTH,            ONE YEAR          FIVE YEARS          TEN YEARS          LIFE OF PLAN*       
   15 YEAR PLAN:                                                                                       
 
                          -39.06%           20.66%              17.91%             18.33%              
 
</TABLE>
 
   
DESTINY PLANS II
AVERAGE ANNUAL TOTAL RETURNS    
 
<TABLE>
<CAPTION>
<S>                    <C>               <C>                 <C>                <C>                     
   $50/MONTH,            ONE YEAR          FIVE YEARS          TEN YEARS          LIFE OF PLAN**       
   15 YEAR PLAN:                                                                                        
 
                          -39.31%           21.69%              N/A                20.90%               
 
</TABLE>
 
   * From October 1, 1980.
** From December 30, 1985 (commencement of operations).    
The following table shows the income and capital elements of each fund's
cumulative total return. The table compares each fund's return to the
record of the S&P 500, the Dow Jones Industrial Average (DJIA), and the
cost of living (measured by the Consumer Price Index, or CPI) over the same
period. The CPI information is as of the month end closest to the initial
investment date for each fund. The S&P 500 and the DJIA comparisons are
provided to show how each fund's total return compared to the record of a
broad average of common stock prices and a narrower set of stocks of major
industrial companies, respectively, over the same period. Each fund has the
ability to invest in securities not included in either index, and its
investment portfolio may or may not be similar in composition to the
indices. Figures for the S&P 500 and DJIA are based on the prices of
unmanaged groups of stocks and, unlike the funds' returns, do not include
the effect of paying brokerage commissions and other costs of investing.
During the period from September 30, 1980 to September 30, 1995, a
hypothetical $10,000 investment in Destiny I would have grown to
$   140,134    , assuming all distributions were reinvested, and during the
period from December 30, 1985 (commencement of operations) to September 30,
1995, a hypothetical $10,000 investment in Destiny II would have grown to
$   72,753    , assuming all distributions were reinvested. These were
periods of fluctuating stock prices and the figures below should not be
considered representative of the dividend income or capital gain or loss
that could be realized from an investment in Destiny I or Destiny II today.
DESTINY I   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>   <C>    <C>   
               VALUE OF     VALUE OF        VALUE OF                                         
 
YEAR           INITIAL      REINVESTED      REINVESTED                                       
 
ENDED          $10,000      DIVIDEND        CAPITAL GAIN    TOTAL                            
 
SEPTEMBER 30   INVESTMENT   DISTRIBUTIONS   DISTRIBUTIONS   VALUE         S&P   DJIA   CPI   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S> <C>              <C>              <C>               <C>               <C>   <C>              <C>              <C>               
1981   $ 8,525          $ 399            $ 1,289           $ 10,213                $ 9,736          $ 9,664          $ 11,095       
 
1982    9,139            911              1,811             11,861                  10,702           10,880           11,655        
 
1983    13,330           1,779            5,540             20,649                  15,449           15,690           11,988        
 
1984    11,291           2,109            7,719             21,119                  16,179           16,113           12,500        
 
1985    11,066           2,916            9,670             23,652                  18,529           18,607           12,893        
 
1986    12,182           3,889            16,028            32,099                  24,413           25,681           13,119        
 
1987    15,215           5,568            26,098            46,881                  35,020           38,876           13,690        
 
1988    12,213           5,344            24,196            41,753                  30,691           32,796           14,262        
 
1989    15,215           7,814            32,180            55,209                  40,819           43,370           14,881        
 
1990    11,342           6,874            27,390            45,606                  37,044           41,047           15,798        
 
1991    16,127           11,146           40,735            68,008                  48,594           52,304           16,333        
 
1992    15,410           12,106           49,632            77,148                  53,969           58,414           16,821        
 
1993    17,275           15,163           65,444            97,882                  60,990           65,364           17,274        
 
1994    18,135           16,605           75,181            109,921                 63,237           72,604           17,786        
 
1995    19,242           20,402           100,490           140,134                 82,050           92,798           18,238        
 
</TABLE>
 
EXPLANATORY NOTES: With an initial investment of $10,000 made on September
30, 1980, the net amount invested in fund shares was $10,000. The cost of
the initial investment ($10,000), together with the aggregate cost of
reinvested dividends and capital gain distributions for the period covered
(their cash value at the time they were reinvested), amounted to
$   47,867    . If distributions had not been reinvested, the amount of
distributions earned from the fund over time would have been smaller, and
cash payments for the period would have amounted to $   4,898     for
dividends and $   22,797     for capital gain distributions. Tax
consequences of different investments have not been factored into the above
figures.
DESTINY II   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>   <C>    <C>   
               VALUE OF     VALUE OF        VALUE OF                                         
 
YEAR           INITIAL      REINVESTED      REINVESTED                                       
 
ENDED          $10,000      DIVIDEND        CAPITAL GAIN    TOTAL                            
 
SEPTEMBER 30   INVESTMENT   DISTRIBUTIONS   DISTRIBUTIONS   VALUE         S&P   DJIA   CPI   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>    <C>        <C>             <C>              <C>              <C>       <C>              <C>              <C>                 
1986*  $ 14,780   $ 0             $ 285            $ 15,065                   $ 11,333         $ 11,769         $ 10,082   **       
 
1987    20,860     0               2,267            23,127                     16,257           17,816           10,522             
 
1988    18,220     127             2,953            21,300                     14,247           15,029           10,961             
 
1989    21,480     517             5,408            27,405                     18,949           19,875           11,436             
 
1990    16,490     919             5,277            22,686                     17,196           18,811           12,141             
 
1991    23,600     1,818           10,214           35,632                     22,558           23,970           12,553             
 
1992    22,750     2,32   6        14,747           39,823                     25,053           26,769           12,928             
 
1993    26,680     3,340           20,831           50,851                     28,312           29,955           13,275             
 
1994    28,550     3,820           24,927           57,297                     29,356           33,272           13,669             
 
1995    31,720        5,558           35,475           72,753                     38,088           42,527          14,016           
 
</TABLE>
 
   * From December 30, 1985 (commencement of operations).
** From month-end closest to initial investment date.    
EXPLANATORY NOTES: With an initial investment of $10,000 made on December
30, 1985, the net amount invested in fund shares was $10,000. The cost of
the initial investment ($10,000), together with the aggregate cost of
reinvested dividends and capital gain distributions for the period covered
(their cash value at the time they were reinvested), amounted to
$   39,022    . If distributions had not been reinvested, the amount of
distributions earned from the fund over time would have been smaller, and
cash payments for the period would have amounted to $   16,445     for
dividends and $   2,440     for capital gain distributions. Tax
consequences of different investments have not been factored into the above
figures.
PERFORMANCE COMPARISONS. A fund's performance may be compared to the
performance of other mutual funds in general, or to the performance of
particular types of mutual funds. These comparisons may be expressed as
mutual fund rankings prepared by Lipper Analytical Services, Inc. (Lipper),
an independent service located in Summit, New Jersey that monitors the
performance of mutual funds. Lipper generally ranks funds on the basis of
total return, assuming reinvestment of distributions, but does not take
sales charges or redemption fees into consideration, and is prepared
without regard to tax consequences. In addition to the mutual fund
rankings, a fund's performance may be compared to stock, bond, and money
market mutual fund performance indices prepared by Lipper or other
organizations. When comparing these indices, it is important to remember
the risk and return characteristics of each type of investment. For
example, while stock mutual funds may offer higher potential returns, they
also carry the highest degree of share price volatility. Likewise, money
market funds may offer greater stability of principal, but generally do not
offer the higher potential returns available from stock mutual funds.
From time to time, a fund's performance may    also     be compared to
other mutual funds tracked by financial or business publications and
periodicals. For example, the funds may quote Morningstar, Inc. in its
advertising materials. Morningstar, Inc. is a mutual fund rating service
that rates mutual funds on the basis of risk-adjusted performance. Rankings
that compare the performance of Fidelity funds to one another in
appropriate categories over specific periods of time may also be quoted in
advertising.
A fund may be compared in advertising to Certificates of Deposit (CDs) or
other investments issued by banks or other depository institutions. Mutual
funds differ from bank investments in several respects. For example, a fund
may offer greater liquidity or higher potential returns than CDs, a fund
does not guarantee your principal or your return, and fund shares are not
FDIC insured.
Fidelity may provide information designed to help individuals understand
their investment goals and explore various financial strategies. Such
information may include information about current economic, market, and
political conditions; materials that describe general principles of
investing, such as asset allocation, diversification, risk tolerance, and
goal setting; questionnaires designed to to help create a personal
financial profile; worksheets used to project savings needs based on
assumed rates of inflation and hypothetical rates of return; and action
plans offering investment alternatives. Materials may also include
discussions of Fidelity's asset allocation funds and other Fidelity funds,
products and services.
Ibbotson Associates of Chicago, Illinois (Ibbotson) provides historical
returns of the capital markets in the United States, including common
stocks, small capitalization stocks, long-term corporate bonds,
intermediate-term government bonds, long-term government bonds, Treasury
bills, the U.S. rate of inflation (based on the CPI), and combinations of
various capital markets. The performance of these capital markets is based
on the returns of different indices.
Fidelity funds may use the performance of these capital markets in order to
demonstrate general risk-versus-reward investment scenarios. Performance
comparisons may also include the value of a hypothetical investment in any
of these capital markets. The risks associated with the security types in
any capital market may or may not correspond directly to those of the
funds. Ibbotson calculates total returns in the same method as the funds.
The funds may also compare performance to that of other compilations or
indices that may be developed and made available in the future.
In advertising materials, Fidelity may reference or discuss its products
and services, which may include other Fidelity funds; retirement investing;
brokerage products and services; model portfolios or allocations; saving
for college or other goals; charitable giving; and the Fidelity credit
card. In addition, Fidelity may quote or reprint financial or business
publications and periodicals as they relate to current economic and
political conditions, fund management, portfolio composition, investment
philosophy, investment techniques,        the desirability of owning a
particular mutual fund, and Fidelity    services and     product   s    .
Fidelity may also reprint, and use as advertising and sales literature,
articles from Fidelity Focus, a quarterly magazine provided free of charge
to Fidelity fund shareholders.
A fund may present its fund number, Quotron(trademark) number,    and
    CUSIP number, and discuss or quote its current portfolio manager.
VOLATILITY. A fund may quote various measures of volatility and benchmark
correlation in advertising. In addition, a fund may compare these measures
to those of other funds. Measures of volatility seek to compare a fund's
historical share price fluctuations or total returns compared to those of a
benchmark. Measures of benchmark correlation indicate how valid a
comparative benchmark may be. All measures of volatility and correlation
are calculated using averages of historical data.
MOMENTUM INDICATORS indicate a fund's price movements over specific periods
of time. Each point on the momentum indicator represents the fund's
percentage change in price movements over that period.
A fund may advertise examples of the effects of periodic investment plans,
including the principle of dollar-cost averaging. In such a program, an
investor invests a fixed dollar amount in a fund at periodic intervals,
thereby purchasing fewer shares when prices are high and more shares when
prices are low. While such a strategy does not assure a profit nor guard
against loss in a declining market, the investor's average cost per share
can be lower than if fixed numbers of shares are purchased at the same
intervals. In evaluating such a plan, investors should consider their
willingness to continue purchasing shares during periods of low price
levels.
A fund may be available for purchase through retirement plans or other
programs offering deferral of, or exemption from, income taxes, which may
produce superior after-tax returns over time. For example, a $1,000
investment earning a taxable return of 10% annually would have an after-tax
value of $1,949 after ten years, assuming tax was deducted from the return
each year at a 31% rate. An equivalent tax-deferred investment would have
an after-tax value of $1,949 after 10 years, assuming tax was deducted from
the return each year at a 31% rate. An equivalent tax-deferred investment
would have an after-tax value of $2,100 after ten years, assuming tax was
deducted at a 31% rate from the tax-deferred earnings at the end of the
ten-year period.
As of September 30, 1995, FMR advised over $   26.5     billion in tax-free
fund assets, $   77     billion in money market fund assets, $   226    
billion in equity fund assets, $   55     billion in international fund
assets, and $   22     billion in Spartan fund assets. The funds may
reference the growth and variety of money market mutual funds and the
adviser's innovation and participation in the industry. The equity funds
under management figure represents the largest amount of equity fund assets
under management by a mutual fund investment adviser in the United States,
making FMR America's leading equity (stock) fund manager. FMR, its
subsidiaries, and affiliates maintain a worldwide information and
communications network for the purpose of researching and managing
investments abroad.
ADDITIONAL PURCHASE, EXCHANGE AND REDEMPTION INFORMATION
Each fund is open for business and its NAV is calculated each day the NYSE
is open for trading. The NYSE has designated the following holiday closings
for 1996: New Year's Day,    Washington's Birthday    , Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas
Day.    Although FMR expects the same holiday schedule to be observed in
the future, the NYSE may modify its holiday schedule at any time.    
FSC normally determines each fund's NAV as of the close of the NYSE
(normally 4:00 p.m. Eastern time). However, NAV may be calculated earlier
if trading on the NYSE is restricted or as permitted by the SEC. To the
extent that portfolio securities are traded in other markets on days when
the NYSE is closed, a fund's NAV may be affected on days when investors do
not have access to the fund to purchase or redeem shares. In addition,
trading in some of a fund's portfolio securities may not occur on days when
the fund is open for business.
If the Trustees determine that existing conditions make cash payments
undesirable, redemption payments may be made in whole or in part in
securities or other property, valued for this purpose as they are valued in
computing a fund's NAV. Shareholders receiving securities or other property
on redemption may realize a gain or loss for tax purposes, and will incur
any costs of sale, as well as the associated inconveniences.
Pursuant to Rule 11a-3 under the 1940 Act, each fund is required to give
shareholders at least 60 days' notice prior to terminating or modifying its
exchange privilege. Under the Rule, the 60-day notification requirement may
be waived if (i) the only effect of a modification would be to reduce or
eliminate an administrative fee, redemption fee, or deferred sales charge
ordinarily payable at the time of an exchange, or (ii) the fund suspends
the redemption of the shares to be exchanged as permitted under the 1940
Act or the rules and regulations thereunder, or the fund to be acquired
suspends the sale of its shares because it is unable to invest amounts
effectively in accordance with its investment objective and policies.
In the prospectus, each fund has notified shareholders that it reserves the
right at any time, without prior notice, to refuse exchange purchases by
any person or group if, in FMR's judgment, the fund would be unable to
invest effectively in accordance with its investment objective and
policies, or would otherwise potentially be adversely affected.
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS. If you request to have distributions mailed to you and the
U.S. Postal Service cannot deliver your checks, or if your checks remain
uncashed for six months, Fidelity may reinvest your distributions at the
then-current NAV. All subsequent distributions will then be reinvested
until you provide Fidelity with alternate instructions.
DIVIDENDS. A portion of each fund's income may qualify for the
dividends-received deduction available to corporate shareholders to the
extent that each fund's income is derived from qualifying dividends.
Because each fund may        earn other types of income, such as interest,
income from securities loans, non-qualifying dividends, and short-term
capital gains, the percentage of dividends from the fund that qualifies for
the deduction generally will be less than 100%. Each fund will notify
corporate shareholders annually of the percentage of fund dividends that
qualifies for the dividends-received deduction. A portion of each fund's
dividends derived from certain U.S.    G    overnment obligations may be
exempt from state and local taxation. Gains (losses) attributable to
foreign currency fluctuations are generally taxable as ordinary income, and
therefore will increase (decrease) dividend distributions. Short-term
capital gains are distributed as dividend income. Each fund will send each
shareholder a notice in January describing the tax status of dividends and
capital gain distributions for the prior year.
CAPITAL GAIN DISTRIBUTIONS. Long-term capital gains earned by each fund on
the sale of securities and distributed to shareholders are federally
taxable as long-term capital gains, regardless of the length of time
shareholders have held their shares. If a shareholder receives a long-term
capital gain distribution on shares of a fund, and such shares are held six
months or less and are sold at a loss, the portion of the loss equal to the
amount of the long-term capital gain distribution will be considered a
long-term loss for tax purposes. Short-term capital gains distributed by
each fund are taxable to shareholders as dividends, not as capital gains.
As of    September 30,     1995, Destiny I and Destiny II hereby designate
approximately $   4,198,000     and $   1,369,000    , respectively, as a
capital gain dividend for the purpose of the dividend-paid deduction.
FOREIGN TAXES. Foreign governments may withhold taxes on dividends and
interest paid with respect to foreign securities. Foreign governments may
also impose taxes on other payments or gains with respect to foreign
securities. If, at the close of its fiscal year, more than 50% of a fund's
total assets are invested in securities of foreign issuers, the fund may
elect to pass through foreign taxes paid and thereby allow shareholders to
take a credit or deduction on their individual tax returns.
TAX STATUS OF THE FUNDS. Each fund intends to qualify each year as a
"regulated investment company" for tax purposes so that it will not be
liable for federal tax on income and capital gains distributed to
shareholders. In order to qualify as a regulated investment company and
avoid being subject to federal income or excise taxes at the fund level,
each fund intends to distribute substantially all of its net investment
income and net realized capital gains within each calendar year as well as
on a fiscal year basis. Each fund intends to comply with other tax rules
applicable to regulated investment companies, including a requirement that
capital gains from the sale of securities held less than three months   
    constitute less than 30% of the fund's gross income for each fiscal
year. Gains from some forward currency contracts, futures contracts, and
options are included in this 30% calculation, which may limit a fund's
investments in such instruments.
If a fund purchases shares in certain foreign investment entities, defined
as passive foreign investment companies (PFICs) in the Internal Revenue
Code, it may be subject to U.S. federal income tax on a portion of any
excess distribution or gain from the disposition of such shares. Interest
charges may also be imposed on a fund with respect to deferred taxes
arising from such distributions or gains. Generally, each fund will elect
to mark-to-market any PFIC shares. Unrealized gains will be recognized as
income for tax purposes and must be distributed to shareholders as
dividends.
Each fund is treated as a separate entity from the other funds of Fidelity
Destiny Portfolios for tax purposes.
OTHER TAX INFORMATION. The information above is only a summary of some of
the tax consequences generally affecting each fund and its shareholders,
and no attempt has been made to discuss individual tax consequences. In
addition to federal income taxes, shareholders may be subject to state and
local taxes on fund distributions, and shares may be subject to state and
local personal property taxes. Investors should consult their tax advisers
to determine whether a fund is suitable to their particular tax situation.
FMR
All of the stock of FMR is owned by FMR Corp., its parent organized in
1972. The voting common stock of FMR Corp. is divided into two classes.
Class B is held predominantly by members of the Edward C. Johnson 3d family
and is entitled to 49% of the vote on any matter acted upon by the voting
common stock. Class A is held predominantly by non-Johnson family member
employees of FMR Corp. and its affiliates and is entitled to 51% of the
vote on any such matter. The Johnson family group and all other Class B
shareholders have entered into a shareholders' voting agreement under which
all Class B shares will be voted in accordance with the majority vote of
Class B shares. Under the 1940 Act, control of a company is presumed where
one individual or group of individuals owns more than 25% of the voting
stock of that company. Therefore, through their ownership of voting common
stock and the execution of the shareholders' voting agreement, members of
the Johnson family may be deemed, under the 1940 Act, to form a controlling
group with respect to FMR Corp.
At present, the principal operating activities of FMR Corp. are those
conducted by three of its divisions as follows: FSC, which is the transfer
and shareholder servicing agent for certain of the funds advised by FMR;
Fidelity Investments Institutional Operations Company, which performs
shareholder servicing functions for institutional customers and funds sold
through intermediaries; and Fidelity Investments Retail Marketing Company,
which provides marketing services to various companies within the Fidelity
organization. 
Fidelity investment personnel may invest in securities for their own
account pursuant to a code of ethics that sets forth all employees'
fiduciary responsibilities regarding the funds, establishes procedures for
personal investing and restricts certain transactions. For example, all
personal trades in most securities require pre-clearance, and participation
in initial public offerings is prohibited. In addition, restrictions on the
timing of personal investing in relation to trades by Fidelity funds and on
short-term trading have been adopted. 
TRUSTEES AND OFFICERS
The Trustees and executive officers of the trust are listed below. Except
as indicated, each individual has held the office shown or other offices in
the same company for the last five years. All persons named as Trustees
also serve in similar capacities for other funds advised by FMR. The
business address of each Trustee and officer who is an "interested person"
(as defined in the 1940 Act) is 82 Devonshire Street, Boston, Massachusetts
02109, which is also the address of FMR. The business address of all the
other Trustees is Fidelity Investments, P.O. Box 9235, Boston,
Massachusetts 02205-9235. Those Trustees who are "interested persons" by
virtue of their affiliation with either the trust or FMR are indicated by
an asterisk (*).
*EDWARD C. JOHNSON 3d (65), Trustee and President, is Chairman, Chief
Executive Officer and a Director of FMR Corp.; a Director and Chairman of
the Board and of the Executive Committee of FMR; Chairman and a Director of
FMR Texas Inc., Fidelity Management & Research (U.K.) Inc., and Fidelity
Management & Research (Far East) Inc.
*J. GARY BURKHEAD (54), Trustee and Senior Vice President, is President of
FMR; and President and a Director of FMR Texas Inc., Fidelity Management &
Research (U.K.) Inc., and Fidelity Management & Research (Far East) Inc.
RALPH F. COX (63), Trustee (1991), is a consultant to Western Mining
Corporation (1994). Prior to February 1994, he was President of Greenhill
Petroleum Corporation (petroleum exploration and production, 1990). Until
March 1990, Mr. Cox was President and Chief Operating Officer of Union
Pacific Resources Company (exploration and production). He is a Director of
Sanifill Corporation (non-hazardous waste, 1993) and CH2M Hill Companies
(engineering). In addition, he served on the Board of Directors of the
Norton Company (manufacturer of industrial devices, 1983-1990) and
continues to serve on the Board of Directors of the Texas State Chamber of
Commerce, and is a member of advisory boards of Texas A&M University and
the University of Texas at Austin.
PHYLLIS BURKE DAVIS (63), Trustee (1992). Prior to her retirement in
September 1991, Mrs. Davis was the Senior Vice President of Corporate
Affairs of Avon Products, Inc. She is currently a Director of BellSouth
Corporation (telecommunications), Eaton Corporation (manufacturing, 1991),
and the TJX Companies, Inc. (retail stores, 1990), and previously served as
a Director of Hallmark Cards, Inc. (1985-1991) and Nabisco Brands, Inc. In
addition, she is a member of the President's Advisory Council of The
University of Vermont School of Business Administration.
RICHARD J. FLYNN (71), Trustee, is a financial consultant. Prior to
September 1986, Mr. Flynn was Vice Chairman and a Director of the Norton
Company (manufacturer of industrial devices). He is currently a Trustee of
College of the Holy Cross and Old Sturbridge Village, Inc, and he
previously served as a Director of Mechanics Bank (1971-1995).
E. BRADLEY JONES (67), Trustee (1990). Prior to his retirement in 1984, Mr.
Jones was Chairman and Chief Executive Officer of LTV Steel Company. He is
a Director of TRW Inc. (original equipment and replacement products),
Cleveland-Cliffs Inc (mining), Consolidated Rail Corporation, Birmingham
Steel Corporation, and RPM, Inc. (manufacturer of chemical products, 1990),
and he previously served as a Director of NACCO Industries, Inc. (mining
and marketing, 1985-1995) and Hyster-Yale Materials Handling,
Inc.(1985-1995). In addition, he serves as a Trustee of First Union Real
Estate Investments, a Trustee and member of the Executive Committee of the
Cleveland Clinic Foundation, a Trustee and member of the Executive
Committee of University School (Cleveland), and a Trustee of Cleveland
Clinic Florida.
DONALD J. KIRK (62), Trustee, is Executive-in-Residence (1995) at Columbia
University Graduate School of Business and a financial consultant. From
1987 to January 1995, Mr. Kirk was a Professor at Columbia University
Graduate School of Business. Prior to 1987, he was Chairman of the
Financial Accounting Standards Board. Mr. Kirk is a Director of General Re
Corporation (reinsurance), and he previously served as a Director of
Valuation Research Corp. (appraisals and valuations, 1993-1995). In
addition, he serves as Vice Chairman of the Board of Directors of the
National Arts Stabilization fund, Vice Chairman of the Board of Trustees of
the Greenwich Hospital Association, and as a Member of the Public Oversight
Board of the American Institute of Certified Public Accountants' SEC
Practice Section (1995).
GERALD C. McDONOUGH (66), Trustee, is Chairman of G.M. Management Group
(strategic advisory services). Prior to his retirement in July 1988, he was
Chairman and Chief Executive Officer of Leaseway Transportation Corp.
(physical distribution services). Mr. McDonough is a Director of
ACME-Cleveland Corp. (metal working, telecommunications and electronic
products), Brush-Wellman Inc. (metal refining), York International Corp.
(air conditioning and refrigeration), Commercial Intertech Corp. (water
treatment equipment, 1992), and Associated Estates Realty Corporation (a
real estate investment trust, 1993). 
EDWARD H. MALONE (70), Trustee. Prior to his retirement in 1985, Mr. Malone
was Chairman, General Electric Investment Corporation and a Vice President
of General Electric Company. He is a Director of Allegheny Power Systems,
Inc. (electric utility), General Re Corporation (reinsurance) and Mattel
Inc. (toy manufacturer). In addition, he serves as a Trustee of Corporate
Property Investors, the EPS Foundation at Trinity College, the Naples
Philharmonic Center for the Arts, and Rensselaer Polytechnic Institute, and
he is a member of the Advisory Boards of Butler Capital Corporation funds
and Warburg, Pincus Partnership Funds.
MARVIN L. MANN (62), Trustee (1993), is Chairman of the Board, President,
and Chief Executive Officer of Lexmark International, Inc. (office
machines, 1991). Prior to 1991, he held the positions of Vice President of
International Business Machines Corporation ("IBM") and President and
General Manager of various IBM divisions and subsidiaries. Mr. Mann is a
Director of M.A. Hanna Company (chemicals, 1993) and Infomart (marketing
services, 1991), a Trammell Crow Co. In addition, he serves as the Campaign
Vice Chairman of the Tri-State United Way (1993) and is a member of the
University of Alabama President's Cabinet (1990).
THOMAS R. WILLIAMS (67), Trustee, is President of The Wales Group, Inc.
(management and financial advisory services). Prior to retiring in 1987,
Mr. Williams served as Chairman of the Board of First Wachovia Corporation
(bank holding company), and Chairman and Chief Executive Officer of The
First National Bank of Atlanta and First Atlanta Corporation (bank holding
company). He is currently a Director of BellSouth Corporation
(telecommunications), ConAgra, Inc. (agricultural products), Fisher
Business Systems, Inc. (computer software), Georgia Power Company (electric
utility), Gerber Alley & Associates, Inc. (computer software), National
Life Insurance Company of Vermont, American Software, Inc., and AppleSouth,
Inc. (restaurants, 1992).
WILLIAM J. HAYES (61), Vice President (1994), is Vice President of
Fidelity's equity funds; Senior Vice President of FMR; and Managing
Director of FMR Corp.
GEORGE A. VANDERHEIDEN (49), Vice President, is Managing Director of FMR
Co. and Leader of the Growth Group of mutual funds managed by Fidelity.
ARTHUR S. LORING (47), Secretary, is Senior Vice President (1993) and
General Counsel of FMR, Vice President-Legal of FMR Corp., and Vice
President and Clerk of FDC.
KENNETH A. RATHGEBER (48), Treasurer (1995), is Treasurer of the Fidelity
funds and is an employee of FMR (1995). Before joining FMR, Mr. Rathgeber
was a Vice President of Goldman Sachs & Co. (1978-1995), where he served in
various positions, including Vice President of Proprietary Accounting
(1988-1992), Global Co-Controller (1992-1994), and Chief Operations Officer
of Goldman Sachs (Asia) LLC (1994-1995).
ROBERT H. MORRISON (55), Manager of Security Transactions of Fidelity's
equity funds, is Vice President of FMR.
JOHN H. COSTELLO (49), Assistant Treasurer, is an employee of FMR.
LEONARD M. RUSH (49), Assistant Treasurer (1994), is an employee of FMR
(1994). Prior to becoming Assistant Treasurer of the Fidelity funds, Mr.
Rush was Chief Compliance Officer of FMR Corp. (1993-1994); Chief Financial
Officer of Fidelity Brokerage Services, Inc. (1990-1993); and Vice
President, Assistant Controller, and Director of the Accounting Department
- - First Boston Corp. (1986-1990).
The following table sets forth information describing the compensation of
each current trustee of each fund for his or her services as trustee for
the fiscal year ended September 30, 1995.
COMPENSATION TABLE
      Aggregate Compensation   
 
 
 
 
<TABLE>
<CAPTION>
<S>           <C>        <C>      <C>     <C>      <C>          <C>     <C>     <C>       <C>       <C>       <C>              
              J. Gary    Ralph F. Phyllis Richard  Edward C.    E.      Donald  Gerald C. Edward H. Marvin L. Thomas           
              Burkhead** Cox      Burke   J. Flynn Johnson 3d** Bradley J. Kirk McDonough Malone    Mann      R.               
                                  Davis                                            Jones                      Williams         
 
   Destiny I  $ 0        $ 1,521  $ 1,468 $ 1,872  $ 0          $ 1,521 $ 1,540 $ 1,521   $ 1,521   $ 1,521   $ 1,503       
 
   Destiny II   0          702      678     864      0            702     710     702       702       702       693          
 
</TABLE>
<TABLE>
<CAPTION>
<S>                     <C>                   <C>                 <C> 
Trustees                 Pension or           Estimated Annual    Total           
                         Retirement           Benefits Upon       Compensation    
                         Benefits Accrued     Retirement from     from the Fund   
                         as Part of Fund      the Fund            Complex*        
                         Expenses from the    Complex*                            
                         Fund Complex*                                            
 
J. Gary Burkhead**       $ 0                  $ 0                 $ 0             
 
Ralph F. Cox              5,200                52,000              125,000        
 
Phyllis Burke Davis       5,200                52,000              122,000        
 
Richard J. Flynn          0                    52,000              154,500        
 
Edward C. Johnson 3d**    0                    0                   0              
 
E. Bradley Jones          5,200                49,400              123,500        
 
Donald J. Kirk            5,200                52,000              125,000        
 
Gerald C. McDonough       5,200                52,000              125,000        
 
Edward H. Malone          5,200                44,200              128,000        
 
Marvin L. Mann            5,200                52,000              125,000        
 
Thomas R. Williams        5,200                52,000              126,500        
</TABLE> 
* Information is as of December 31, 1994 for 206 funds in the complex.
** Interested trustees of the funds are compensated by FMR.
Under a retirement program adopted in July 1988, the non-interested
Trustees, upon reaching age 72, become eligible to participate in a
retirement program under which they receive payments during their lifetime
from a fund based on their basic trustee fees and length of service. The
obligation of a fund to make such payments is not secured or funded.
Trustees become eligible if, at the time of retirement, they have served on
the Board for at least five years. Currently, Messrs. Ralph S. Saul,
William R. Spaulding, Bertram H. Witham, and David L. Yunich, all former
non-interested Trustees, receive retirement benefits under the program.
On September    15    , 1995, the Trustees and officers of each fund owned,
in the aggregate, less tha   n 1%     of each fund's total outstanding
shares.
MANAGEMENT CONTRACTS
Each fund employs FMR to furnish investment advisory and other services.
Under its management contract with each fund, FMR acts as investment
adviser and, subject to the supervision of the Board of Trustees, directs
the investments of each fund in accordance with its investment objective,
policies   ,     and limitations. FMR also provides each fund with all
necessary office facilities and personnel for servicing each fund's
investments, compensates all officers of each fund and all Trustees who are
"interested persons" of the    t    rust or of FMR, and all personnel of
each fund or FMR performing services relating to research, statistical, and
investment activities.
In addition, FMR or its affiliates, subject to the supervision of the Board
of Trustees, provide the management and administrative services necessary
for the operation of each fund. These services include providing facilities
for maintaining each fund's organization; supervising relations with
custodians, transfer and pricing agents, accountants, underwriters, and
other persons dealing with each fund; preparing all general shareholder
communications and conducting shareholder relations; maintaining each
fund's records and the registration of each fund's shares under federal and
state laws; developing management and shareholder services for each fund;
and furnishing reports, evaluations, and analyses on a variety of subjects
to the Trustees.
In addition to the management fee payable to FMR and the fees payable to
FSC, each fund pays all of its expenses, without limitation, that are not
assumed by those parties. Each fund pays for the typesetting,
printing   ,     and mailing of its proxy materials to shareholders, legal
expenses, and the fees of the custodian, auditor, and non-interested
Trustees. Although each fund's current management contract provides that
the fund will pay for typesetting, printing, and mailing   
    prospectuses, statements of additional information, notices, and
reports to shareholders, the trust, on behalf of each fund        has
entered into a revised transfer agent agreement with FSC, with respect only
to those accounts not associated with the Plans, pursuant to which FSC
bears the cost   s     of providing these services to existing
shareholders. Other expenses paid by each fund include interest, taxes,
brokerage commissions,    and     each fund's proportionate share of
insurance premiums and Investment Company Institute dues. Each fund is also
liable for such non   -    recurring expenses as may arise, including costs
of any litigation to which each fund may be a party, and any obligation it
may have to indemnify its officers and Trustees with respect to litigation.
FMR is each fund's manager pursuant to management contracts dated November
1, 1993, which were approved by shareholders on October 20, 1993.
For the services of FMR under the contract, each fund pays FMR a monthly
management fee composed of the sum of two elements: a basic fee and a
performance adjustment based on    a     comparison of each fund's
performance to that of the S&P 500.
COMPUTING THE BASIC FEE. Each fund's basic fee rate is composed of two
elements: a group fee rate and an individual fund fee rate. The group fee
rate is based on the monthly average net assets of all of the registered
investment companies with which FMR has management contracts and is
calculated on a cumulative basis pursuant to the graduated fee rate
schedule shown below on the left. The schedule below on the right shows the
effective annual group fee rate at various asset levels, which    is    
the result of cumulatively applying the annualized rates on the left. For
example, the effective annual fee rate at $   351     billion of group net
assets -    the     approximate level for September 1995 - was
 .   3112    %, which is the weighted average of the respective fee rates
for each level of group net assets up to $   351     billion.
GROUP FEE                   EFFECTIVE ANNUAL         
RATE SCHEDULE               FEE RATES                
 
Average            Annualized         Group             Effective Annual   
Group Assets       Rate               Net Assets       Fee Rates           
 
 $ 0 - 3 billion     .5200%            $ 0.5 billion     .5200%            
 
 3 - 6               .4900              25               .4238             
 
 6 - 9               .4600              50               .3823             
 
 9 - 12              .4300              75               .3626             
 
 12 - 15             .4000             100               .3512             
 
 15 - 18             .3850             125               .3430             
 
 18 - 21             .3700             150               .3371             
 
 21 - 24             .3600             175               .3325             
 
 24 - 30             .3500             200               .3284             
 
 30 - 36             .3450             225               .3253             
 
 36 - 42             .3400              250              .3223             
 
 42 - 48             .3350              275              .3198             
 
 48 - 66             .3250              300              .3175             
 
 66 - 84             .3200              325              .3153             
 
 84 - 102            .3150              350              .3133             
 
 102 - 138           .3100                                                 
 
 138 - 174           .3050                                                 
 
 174 - 228     .3000                   
 
  228 - 282     .2950                   
 
 282 - 336      .2900                   
 
 Over 336     .2850                   
 
   P    rior to November 1, 1993, the group fee rate was based on a
schedule with breakpoints ending at .3100% for average group assets in
excess of $102 billion. The group fee rate breakpoints shown above for
average group assets in excess of $138 billion and under $228 billion were
voluntarily adopted by FMR on January 1, 1992. The additional breakpoints
shown above for average group assets in excess of $228 billion were
voluntarily adopted by FMR on November 1, 1993.    Each fund's current
management contract reflects these extensions of the group fee rate
schedule.    
On August 1, 1994, FMR voluntarily revised the prior extensions to the
group fee rate schedule, and added new breakpoints. The revised group fee
rate schedule provides for lower management fee rates as FMR's assets under
management increase. The revised group fee rate schedule is identical to
the above schedule for average group assets under management under $210
billion. For average group assets in excess of $210 billion, the group fee
rate schedule voluntarily adopted by FMR is as follows:
GROUP FEE       EFFECTIVE ANNUAL   
RATE SCHEDULE   FEE RATES          
 
Average        Annualized   Group        Effective Annual   
Group Assets   Rate         Net Assets   Fee Rate           
 
                                                            
 
                                                            
 
$ 138      -     174 billion   .3050%    $150 billion   .3371%   
 
174        -     210           .3000     175            .3325    
 
210        -     246           .2950     200            .3284    
 
246        -     282           .2900     225            .3249    
 
282        -     318           .2850     250            .3219    
 
318        -     354           .2800     275            .3190    
 
354        -     390           .2750     300            .3163    
 
Over 390                       .2700     325            .3137    
 
                                         350            .3113    
 
                                         375            .3090    
 
                                         400            .3067    
 
The individual fund fee rates for Destiny I and Destiny II are .17% and
 .30%, respectively. Based on the average group net assets of the funds
advised by FMR for September 1995, the annual basic fee rates would be
calculated as follows:
 
<TABLE>
<CAPTION>
<S>          <C>              <C>   <C>                        <C>   <C>              
             GROUP FEE RATE         INDIVIDUAL FUND FEE RATE         BASIC FEE RATE   
 
Destiny I    .   3112    %    +     .17%                       =     .   4812    %    
 
Destiny II   .   3112    %    +     .30%                       =     .   6112    %    
 
</TABLE>
 
* On October 20, 1993, shareholders of Destiny I approved an increase for
the individual fund fee rate from 0.12% to 0.17% effective November 1,
1993.
One-twelfth (1/12) of this annual basic fee rate is        applied to each
fund's net assets averaged for the most recent month, giving a dollar
amount, which is the fee for that month.
COMPUTING THE PERFORMANCE ADJUSTMENT. The basic fee is subject to upward or
downward adjustment, depending upon whether, and to what extent, each
fund's investment performance for the performance period exceeds, or is
exceeded by, the record of the S&P 500 (the Index) over the same period.
The performance period consists of the most recent month plus the previous
35 months. Each percentage point of difference, calculated to the nearest
1.0% (up to a maximum difference of +10.00) is multiplied by a performance
adjustment rate of .02%. The maximum adjustment rate is limited to +.24% of
the average net assets up to and including $100,000,000 and +.20% of the
average net assets in excess of $100,000,000. This performance comparison
is made at the end of each month. One-twelfth (1/12) of this rate is then
applied to each fund's average net assets for the entire performance
period, giving a dollar amount    which     will be added to (or subtracted
from) the basic fee.
Each fund's performance is calculated based on change in NAV. For purposes
of calculating the performance adjustment, any dividends or capital gain   
    distributions paid by each fund are treated as if reinvested in fund
shares at the NAV as of the record date for payment. The record of the
Index is based on change in value and is adjusted for any cash
distributions from the companies whose securities compose the Index.
Because the adjustment to the basic fee is based on each fund's performance
compared to the investment record of the Index, the controlling factor is
not whether each fund's performance is up or down per se, but whether it is
up or down more or less than the record of the Index. Moreover, the
comparative investment performance of each fund is based solely on the
relevant performance period without regard to the cumulative performance
over a longer or shorter period of time.
The table below shows the management fees paid to FMR (including the amount
of the performance adjustment); the dollar amount of negative or positive
performance adjustments; and the net management fee as a percentage of each
fund's average net assets for the last three fiscal periods.
 
<TABLE>
<CAPTION>
<S>         <C>              <C>                      <C>           <C>                  
                             MANAGEMENT FEE                         MANAGEMENT FEE       
 
            FISCAL PERIODS   INCLUDING                PERFORMANCE   AS A % OF            
 
FUND NAME   ENDED            PERFORMANCE ADJUSTMENT   ADJUSTMENT    AVERAGE NET ASSETS   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>         <C>                <C>                    <C>                          <C>            
Destiny I   9/30/95                $ 23,124,169           $ 5,930,876           .65    %   
 
            9/30/94              20,816,212             5,165,391                   .65%          
 
            7/1/93 - 9/30/93     4,412,827              1,149,524                   .60%*         
 
            6/30/93              15,770,970             4,110,266                   .61%          
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>          <C>                <C>                    <C>                          <C>            
Destiny II   9/30/95                $ 12,533,380           $ 2,182,118        .   75    %   
 
             9/30/94              9,701,148              1,447,673                   .73%          
 
             7/1/93 - 9/30/93     1,982,470              257,067                     .71%*         
 
             6/30/93              4,984,918              779,084                     .75%          
 
</TABLE>
 
* Annualized
FMR may, from time to time, voluntarily reimburse all or a portion of each
fund's operating expenses (exclusive of interest, taxes, brokerage
commissions, and extraordinary expenses). FMR retains the ability to be
repaid for these expense reimbursements in the amount that expenses fall
below the limit prior to the end of the fiscal year. Expense reimbursements
by FMR will increase each fund's total returns and repayment of the
reimbursement by each fund will lower its total returns.
To comply with the California Code of Regulations, FMR will reimburse each
fund if and to the extent that the fund's aggregate annual operating
expenses exceed specified percentages of its average net assets. The
applicable percentages are 2 1/2% of the first $30 million, 2% of the next
$70 million, and 1 1/2% of average net assets in excess of $100 million.
When calculating each fund's expenses for purposes of this regulation, each
fund may exclude interest, taxes, brokerage commissions, and extraordinary
expenses, as well as a portion of its custodian fees attributable to
investments in foreign securities.
SUB-ADVISERS. On behalf of Destiny I and Destiny II, FMR has entered into
sub-advisory agreements with FMR U.K. and FMR Far East. Pursuant to the
sub-advisory agreements, FMR may receive investment advice and research
services outside the United States from the sub-advisers.
Currently, FMR U.K. and FMR Far East each focus on issuers in countries
other than the United States such as those in Europe, Asia, and the Pacific
Basin.
FMR U.K. and FMR Far East, which were organized in 1986, are wholly owned
subsidiaries of FMR. Under the sub-advisory agreements FMR pays the fees of
FMR U.K. and FMR Far East. For providing non-discretionary investment
advice and research services, FMR pays FMR U.K. and FMR Far East fees equal
to 110% and 105%, respectively, of FMR U.K.'s and FMR Far East's costs
incurred in connection with providing investment advice and research
services.
For providing investment advice and research services on behalf of Destiny
I and Destiny II, the fees paid to the sub-advisers    for     each fund's
last three fiscal periods were as follows:
      FMR U.K.   FMR FAR EAST   
 
   DESTINY I                                                          
 
   September 30,     1995      $    106,534        $    104,413       
 
September 30, 1994                     80,505              107,706    
 
July 1 - September 30, 1993   NA                  NA                  
 
Period Ended June 30, 1993    NA                  NA                  
 
   DESTINY II                                                       
 
   September 30,     1995      $    49,145        $    48,587       
 
   September 30,     1994          31,206             41,006        
 
July 1 - September 30, 1993   NA                 NA                 
 
Period Ended June 30, 1993    NA                 NA                 
 
CONTRACTS WITH FMR AFFILIATES
FSC is transfer, dividend disbursing, and shareholder servicing agent for
each fund. FSC receives annual account fees and asset-based fees for each
retail account and certain institutional accounts based on account size. In
addition, the fees for retail accounts are subject to increase based on
postal rate changes. With respect to certain institutional retirement
accounts, FSC receives asset-based fees only. With respect to certain other
institutional retirement accounts, FSC receives annual account fees and
asset-based fees based on fund type. The asset-based fees are subject to
adjustment if the year-to-date total return of the S&P 500 is greater than
positive or negative 15%. FSC also collects small account fees from certain
accounts with balances of less than $2,500.
FSC pays out-of-pocket expenses associated with providing transfer agent
services. In addition, FSC bears the expense of typesetting, printing, and
mailing prospectuses, statements of additional information, and all other
reports, notices, and statements to shareholders, with the exception of
proxy statements.
FSC also performs the calculations necessary to determine each fund's NAV
and dividends and maintains each fund's accounting records. The annual fee
rates for these pricing and bookkeeping services are based on each fund's
average net assets, specifically 0.06% for the first $500 million of
average net assets and 0.03% for average net assets in excess of $500
million. The fee is limited to a minimum of $45,000 and a maximum of
$750,000 per year.
The table below shows the fees paid to FSC for pricing and bookkeeping
services, including related out-of-pocket expenses during each fund's last
three fiscal periods.
PRICING AND BOOKKEEPING FEES
 
<TABLE>
<CAPTION>
<S>   <C>                  <C>                  <C>                  <C>                        
      FISCAL YEAR ENDED    FISCAL YEAR ENDED    PERIOD JULY 1           FISCAL YEAR ENDED       
                                                THROUGH                                         
 
      SEPTEMBER 30, 1995   SEPTEMBER 30, 1994   SEPTEMBER 30, 1993      JUNE 30, 1993           
 
</TABLE>
 
Destiny I     $    761,640        $ 761,590    $ 191,621       $ 761,960       
 
Destiny II    $    657,465        $ 551,751    $ 120,980       $ 352,799       
 
   For the fiscal years ended September 30, 1995 and 1994, the period July
1, 1993 through September 30, 1993, and the fiscal year ended June 30,
1993, the funds did not incur any securities lending fees.    
The Glass-Steagall Act generally prohibits federally and state chartered or
supervised banks from engaging in the business of underwriting,
selling   ,     or distributing securities. Although the scope of this
prohibition under the Glass-Steagall Act has not been clearly defined by
the courts or appropriate regulatory agencies, FDC believes that the
Glass-Steagall Act        should not preclude a bank from performing
shareholder support services or servicing and recordkeeping functions. FDC
intends to engage banks only to perform such functions. However, changes in
federal or state statutes and regulations pertaining to the permissible
activities of banks and their affiliates or subsidiaries, as well as
further judicial or administrative decisions or interpretations, could
prevent a bank from continuing to perform all or a part of the contemplated
services. If a bank were prohibited from so acting, the Trustees would
consider what actions, if any, would be necessary to continue to provide
efficient and effective shareholder services. In such event, changes in the
operation of the fund   s     might occur, including possible termination
of any automatic investment or redemption or other services then provided
by the bank. It is not expected that shareholders would suffer any adverse
financial consequences as a result of any of these occurrences. In
addition, state securities laws on this issue may differ from the
interpretations of federal law expressed herein, and banks and financial
institutions may be required to register as dealers pursuant to state law.
DESCRIPTION OF THE TRUST
TRUST ORGANIZATION. Destiny I and Destiny II are funds of Fidelity Destiny
Portfolios, an open-end management investment company originally organized
as a Massachusetts corporation on January 7, 1969. On June 20, 1984, the
trust was reorganized as a Massachusetts business trust, at which time its
name was changed to Fidelity Destiny Fund. On December 20, 1985, the
trust's name was changed to Fidelity Destiny Portfolios to reflect the
creation of a second series - the original series was named Destiny I and
the second series was named Destiny II. Currently   ,     Destiny I and
Destiny II are the only funds of the trust. The Declaration of Trust
permits the Trustees to create additional funds.
In the event that FMR ceases to be the investment adviser to a fund, the
right of the trust or fund to use the identifying name "Fidelity" may be
withdrawn. There is a remote possibility that one fund might become liable
for any misstatement in its prospectus or statement of additional
information about another fund.
The assets of the trust received for the issue or sale of shares of each
fund and all income, earnings, profits, and proceeds thereof, subject only
to the rights of creditors, are especially allocated to such fund, and
constitute the underlying assets of such fund. The underlying assets of
each fund are segregated on the books of account, and are to be charged
with the liabilities with respect to such fund and with a share of the
general expenses of the trust. Expenses with respect to the trust are to be
allocated in proportion to the asset value of the respective funds, except
where allocations of direct expense can otherwise be fairly made. The
officers of the trust, subject to the general supervision of the Board of
Trustees, have the power to determine which expenses are allocable to a
given fund, or which are general or allocable to all of the funds. In the
event of the dissolution or liquidation of the trust, shareholders of each
fund are entitled to receive as a class the underlying assets of such fund
available for distribution.
SHAREHOLDER AND TRUSTEE LIABILITY. The trust is an entity of the type
commonly known as "Massachusetts business trust." Under Massachusetts law,
shareholders of such a trust may, under certain circumstances, be held
personally liable for the obligations of the trust. The Declaration of
Trust provides that the trust shall not have any claim against shareholders
except for the payment of the purchase price of shares and requires that
each agreement, obligation, or instrument entered into or executed by the
trust or the Trustees shall include a provision limiting the obligations
created thereby to the trust and its assets. The Declaration of Trust
provides for indemnification out of each fund's property of any
shareholders held personally liable for the obligations of the fund. The
Declaration of Trust also provides that each fund shall, upon request,
assume the defense of any claim made against any shareholder for any act or
obligation of the fund and satisfy any judgment thereon. Thus, the risk of
a shareholder incurring financial loss on account of shareholder liability
is limited to circumstances in which the fund itself would be unable to
meet its obligations. FMR believes that, in view of the above, the risk of
personal liability to shareholders is remote.
The Declaration of Trust further provides that the Trustees, if they have
exercised reasonable care, will not be liable for any neglect or
wrongdoing, but nothing in the Declaration of Trust protects Trustees
against any liability to which they would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence, or reckless disregard of
the duties involved in the conduct of their office.
VOTING RIGHTS. Each fund's capital consists of shares of beneficial
interest. As a shareholder, you receive one vote for each dollar value of
net asset value per share you own. The shares have no preemptive or
conversion rights; the voting and dividend rights, the right of redemption,
and the privilege of exchange are described in the Prospectus. Shares are
fully paid and nonassessable, except as set forth under the heading
"Shareholder and Trustee Liability" above. Shareholders representing 10% or
more of the trust or a fund may, as set forth in the Declaration of Trust,
call meetings of the trust or a fund for any purpose related to the trust
or a fund, as the case may be, including, in the case of a meeting of the
entire trust, the purpose of voting on removal of one or more Trustees. The
trust or any fund may be terminated upon the sale of its assets to another
open-end management investment company, or upon liquidation and
distribution of its assets, if approved by vote of the holders of a
majority of the trust or the fund, as determined by the current value of
each shareholder's investment in the fund or trust. If not so terminated,
the trust and the funds will continue indefinitely.
CUSTODIAN. The Chase Manhattan Bank, N.A., 1 Chase Manhattan Plaza, New
York, NY 10081, is custodian of the assets of each fund. The custodian is
responsible for the safekeeping of a fund's assets and the appointment of
subcustodian banks and clearing agencies. The custodian takes no part in
determining the investment policies of a fund or in deciding which
securities are purchased or sold by a fund. However, a fund may invest in
obligations of the custodian and may purchase securities from or sell
securities to the custodian   . The Bank of New York and Chemical Bank,
each headquartered     in New York, also may serve as a special purpose
custodian of certain assets in connection with pooled repurchase agreement
transactions.
FMR, its officers and directors, its affiliated companies, and the Board of
Trustees may, from time to time, conduct transactions with various banks,
including banks serving as custodians for certain funds advised by FMR.
Transactions that have occurred to date included mortgages and personal and
general business loans. In the judgment of FMR, the terms and conditions of
those transactions were not influenced by existing or potential custodial
or other fund relationships.
AUDITOR.    Coopers & Lybrand L.L.P., One Post Office Square, Boston,
Massachusetts,     serves as the trust's independent accountant. The
auditor examines financial statements for the funds and provides other
audit, tax, and related services.
FINANCIAL STATEMENTS
Each fund's financial statements and financial highlights for the fiscal
year ended September 30, 1995 are included in the fund   s    ' Annual
Report, which is a separate report supplied with this SAI. Each fund's
financial statements and financial highlights are incorporated herein by
reference.
APPENDIX
DESCRIPTION OF MOODY'S INVESTORS SERVICE, INC.'S CORPORATE BOND RATINGS:
AAA - Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to
as "gilt edged." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized
are most unlikely to impair the fundamentally strong position of such
issues.
AA - Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally
known as high-grade bonds. They are rated lower than the best bonds because
margins of protection may not be as large as in Aaa securities or
fluctuation of protective elements may be of greater amplitude or there may
be other elements present which make the long-term risks appear somewhat
larger than the Aaa securities.
A - Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper-medium-grade obligations. Factors giving
security to principal and interest are considered adequate but elements may
be present which suggest a susceptibility to impairment sometime in the
future.
BAA - Bonds which are rated Baa are considered as medium-grade obligations,
(i.e., they are neither highly protected nor poorly secured). Interest
payments and principal security appear adequate for the present but certain
protective elements may be lacking or may be characteristically unreliable
over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.
BA - Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well assured. Often the protection of
interest and principal payments may be very moderate and thereby not well
safeguarded during both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.
B - Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance
of other terms of the contract over any long period of time may be small.
CAA - Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to
principal or interest.
CA - Bonds which are rated Ca represent obligations which are speculative
in a high degree. Such issues are often in default or have other marked
short-comings.
C - Bonds which are rated C are the lowest-rated class of bonds and issues
so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.
Moody's applies numerical modifiers, 1, 2, and 3, in each generic rating
classification from Aa through B in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its
generic rating category; the modifier 2 indicates a mid-range ranking; and
the modifier 3 indicates that the issue ranks in the lower end of its
generic rating category.
DESCRIPTION OF STANDARD & POOR'S CORPORATION'S CORPORATE BOND RATINGS:
AAA - Debt rated AAA has the highest rating assigned by Standard & Poor's
to a debt obligation. Capacity to pay interest and repay principal is
extremely strong.
AA - Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the higher-rated issues only in small degree.
A - Debt rated A has a strong capacity to pay interest and repay principal,
although it is somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions than debt in higher rated
categories.
BBB - Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than in higher-rated
categories.
BB - Debt rate   d     BB has less near-term vulnerability to default than
other speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions which could
lead to inadequate capacity to meet timely interest and principal payments.
The BB rating category is also used for debt subordinated to senior debt
that is assigned an actual or implied BBB- rating.
B - Debt rated B has a greater vulnerability to default but currently has
the capacity to meet interest payments and principal repayments. Adverse
business, financial, or economic conditions will likely impair capacity or
willingness to pay interest and repay principal. The B rating category is
also used for debt subordinated to senior debt that is assigned an actual
or implied BB or BB- rating.
CCC - Debt rated CCC has a currently identifiable vulnerability to default,
and is dependent upon favorable business, financial, and economic
conditions to meet timely payment of interest and repayment of principal.
In the event of adverse business, financial, or economic conditions, it is
not likely to have the capacity to pay interest and repay principal. The
CCC rating category is also used for debt subordinated to senior debt that
is assigned an actual or implied B or B- rating.
CC - Debt rated CC is typically applied to debt subordinated to senior debt
which is assigned an actual or implied CCC debt rating.
C - The rating C is typically applied to debt subordinated to senior debt
which is assigned an actual or implied CCC- debt rating. The C rating may
be used to cover a situation where a bankruptcy petition has been filed but
debt service payments are continued.
CI - The rating CI is reserved for income bonds on which no interest is
being paid.
D - Debt rated D is in payment default. The D rating category is used when
interest payments or principal payments are not made on the date due even
if the applicable grace period has not expired, unless S&P believes that
such payments will be made during such grace period. The D rating will also
be used upon the filing of a bankruptcy petition if debt service payments
are jeopardized.
The ratings from AA to CCC may be modified by the addition of a plus or
minus    sign     to show relative standing within the major rating
categories.
PART C - OTHER INFORMATION
Item 24.  Financial Statements and Exhibits
  (a) Financial Statements and Financial Highlights, included in the Annual
Report for Destiny I and Destiny II for the fiscal year ended September 30,
1995 are attached to the portfolio's prospectus, are incorporated by
reference into the funds' Statement of Additional Information, and were
filed on November 17, 1995 for the Fidelity Destiny Portfolios (No.
811-1796) pursuant to Rule 30d-1 under the Investment Company Act of 1940
and are incorporated herein by reference.
  (b) Exhibits:
1.(a) Declaration of Trust of Registrant, dated June 20, 1984, was
electronically filed and is incorporated herein by reference to Exhibit
1(a) to Post-Effective Amendment No. 59.
   (b) Supplement to Declaration of Trust, dated January 14, 1985, was
electronically filed and is incorporated herein by reference to Exhibit
1(b) to Post-Effective Amendment No. 59.
   (c) Supplement to Declaration of Trust, dated January 8, 1986, was
electronically filed and is incorporated herein by reference to Exhibit
1(c) to Post-Effective Amendment No. 59.
   (d) Supplement to Declaration of Trust, dated January 9, 1987, was
electronically filed and is incorporated herein by reference to Exhibit
1(d) to Post-Effective Amendment No. 59.
   (e) Supplement to Declaration of Trust, dated December 30, 1988, was
electronically filed and is incorporated herein by reference to Exhibit
1(e) to Post-Effective Amendment No. 59.
   (f) Supplement to Declaration of Trust, dated January 31, 1994, was
electronically filed and is incorporated herein by reference to Exhibit
1(f) to Post-Effective Amendment No. 59.
2. Bylaws of Registrant were electronically filed and are incorporated
herein by reference to Exhibit 2(a) to Post-Effective Amendment No. 59.
3. Not applicable.
4. Not applicable.
5. (a) Management Contract between Registrant, on behalf of Destiny I and
Fidelity Management & Research Company dated November 1, 1993 was
electronically filed and is incorporated herein by reference to Exhibit
5(a) to Post-Effective No. 57.
(b) Management Contract between Registrant, on behalf of Destiny II and
Fidelity Management & Research Company dated November 1, 1993 was
electronically filed and is incorporated herein by reference to Exhibit
5(b) to Post-Effective No. 57.
(c) Sub-Advisory Agreement between Destiny I and FMR U.K. and Fidelity
Management & Research Company dated November 1, 1993 is electronically
filed herein as Exhibit 5(c).
(d) Sub-Advisory Agreement between Destiny I and FMR Far East and Fidelity
Management & Research Company dated November 1, 1993 was electronically
filed and is incorporated herein by reference to Exhibit 5(f) to
Post-Effective Amendment No. 57.
(e) Sub-Advisory Agreement between Destiny II and FMR U.K. and Fidelity
Management & Research Company dated November 1, 1993 was electronically
filed and is incorporated herein by reference to Exhibit 5(c) to
Post-Effective Amendment No. 57.
(f) Sub-Advisory Agreement between Destiny II and FMR Far East and Fidelity
Management & Research Company dated November 1, 1993 was electronically
filed and is incorporated herein by reference to Exhibit 5(d) to
Post-Effective Amendment No. 57.
6. (a) Franchise Agreement dated August 2, 1984, between Registrant, on
behalf of Destiny I, and Fidelity Distributors Corporation was
electronically filed and is incorporated herein by reference to Exhibit
6(a) to Post-Effective Amendment No. 59.
 (b) Franchise Agreement dated December 30, 1985, between Registrant, on
behalf of Destiny II, and Fidelity Distributors Corporation, was
electronically filed and is incorporated herein by reference to Exhibit
6(b) to Post-Effective Amendment No. 59.
7. Retirement Plan for Non- Interested Person Trustees, Directors or
General Partners, effective November 1, 1989, was electronically filed and
is incorporated herein by reference to Exhibit 7 to Union Street Trust's
Post-Effective Amendment No. 87.
8. (a) Custodian Agreement, Appendix A, and Appendix C, dated August 1,
1994, between The Chase Manhattan Bank, N.A. and the Registrant, is
incorporated herein by reference to Exhibit 8(a) to Fidelity Investment
Trust's Post-Effective Amendment No. 59 (File No. 2-90649).
    (b) Appendix B, dated April 20, 1995, to the Custodian Agreement, dated
August 1, 1994, between The Chase Manhatten Bank, N.A. and the Registrant
is incorporated herein by reference to Exhibit 8(b) to Fidelity Hereford
Street Trust's Post-Effective Amendment No. 5 (file No. 2-90649).
 9.  Not applicable.
10. Not applicable.
11. Consent of Coopers & Lybrand L.L.P. is filed herein as Exhibit 11.
12. Not applicable.
13. Not applicable.
14.(a) Fidelity Individual Retirement Account, as currently in effect, was
electronically filed and is incorporated herein by reference as Exhibit
14(a) to Union Street Trust's Post-Effective Amendment No. 87.
(b) Forms of Pension Plan and Trust Agreement and Profit-Sharing Plan and
Trust Agreement, as amended and as currently in effect, was electronically
filed and is incorporated herein by reference as Exhibit 14(b) to Union
Street Trust's Post-Effective Amendment No. 87.
(c) Form of Destiny Individual Retirement Account Plan was electronically
filed and is incorporated herein by reference as Exhibit 14(c) to
Post-Effective Amendment No. 58.
(d) Portfolio Advisory Services Individual Retirement Account, as currently
in effect, was electronically filed and is incorporated herein by reference
as Exhibit 14(i) to Union Street Trust's Post-Effective Amendment No. 87.
(e) National Financial Services Corporation Individual Retirement Account,
as currently in effect, was electronically filed and is incorporated herein
by reference to Exhibit 14(h) to Union Street Trust's Post-Effective
Amendment No. 87.
(f) National Financial Services Defined Contribution Plan, as currently in
effect, was electronically filed and is incorporated herein by reference to
Exhibit 14(k) to Union Street's Trust Post-Effective Amendment No. 87.
(g) Fidelity Institutional Individual Retirement Account Custodian
Agreement and Disclosure Statement, as currently in effect, was
electronically filed and is incorporated herein by reference to Exhibit
14(d) to Union Street Trust's Post-Effective Amendment No. 87.
(h) Plymouth Defined Contribution Plan, as currently in effect, was
electronically filed and is incorporated herein by reference to Exhibit
14(o) to Commonwealth Trust's Post-Effective Amendment No. 57.
15. Not applicable.
16(a) Schedules and data points for total return for Destiny I and Destiny
II are filed herein as Exhibit 16(a).
16(b) Schedules and data points for moving averages for Destiny I and
Destiny II are filed herein as Exhibit 16(b).
17. Financial Data Schedules for Destiny I and Destiny II are filed herein
as Exhibit 17.
Item 25. Persons Controlled by or under Common Control with Registrant
 
 The Board of Trustees of Registrant is the same as the boards of other
funds advised by FMR, each of which has Fidelity Management & Research
Company as its investment adviser. In addition, the officers of these funds
are substantially identical.  Nonetheless, Registrant takes the position
that it is not under common control with these other funds since the power
residing in the respective boards and officers arises as the result of an
official position with the respective funds.
 
Item 26.  Number of Holders of Securities
      August 31, 1995   
 
Title of Class   Number of Record Holders   
 
Shares of Beneficial Interest
Destiny I          177,049   
 
Destiny II         104,194   
 
Item 27.  Indemnification
Article XI, Section 2 of the Declaration of Trust sets forth the reasonable
and fair means for determining whether indemnification shall be provided to
any past or present Trustee or officer.  It states that the Registrant
shall indemnify any present or past Trustee or officer to the fullest
extent permitted by law against liability and all expenses reasonably
incurred by him in connection with any claim, action, suit or proceeding in
which he is involved by virtue of his service as a trustee, an officer, or
both.  Additionally, amounts paid or incurred in settlement of such matters
are covered by this indemnification.  Indemnification will not be provided
in certain circumstances, however.  These include instances of willful
misfeasance, bad faith, gross negligence, and reckless disregard of the
duties involved in the conduct of the particular office involved.
 
Item 28. Business and Other Connections of Investment Adviser
 (1)  FIDELITY MANAGEMENT & RESEARCH COMPANY
 FMR serves as investment adviser to a number of other investment
companies.  The directors and officers of the Adviser have held, during the
past two fiscal years, the following positions of a substantial nature.
 
<TABLE>
<CAPTION>
<S>                    <C>                                                          
Edward C. Johnson 3d   Chairman of the Executive Committee of FMR; President        
                       and Chief Executive Officer of FMR Corp.; Chairman of        
                       the Board and a Director of FMR, FMR Corp., FMR Texas        
                       Inc., Fidelity Management & Research (U.K.) Inc., and        
                       Fidelity Management & Research (Far East) Inc.; President    
                       and Trustee of funds advised by FMR.                         
 
                                                                                    
 
J. Gary Burkhead       President of FMR; Managing Director of FMR Corp.;            
                       President and a Director of FMR Texas Inc., Fidelity         
                       Management & Research (U.K.) Inc., and Fidelity              
                       Management & Research (Far East) Inc.; Senior Vice           
                       President and Trustee of funds advised by FMR.               
 
                                                                                    
 
Peter S. Lynch         Vice Chairman and Director of FMR.                           
 
                                                                                    
 
Robert Beckwitt        Vice President of FMR and of funds advised by FMR.           
 
                                                                                    
 
David Breazzano        Vice President of FMR (1993) and of a fund advised by        
                       FMR.                                                         
 
                                                                                    
 
Stephan Campbell       Vice President of FMR (1993).                                
 
                                                                                    
 
Dwight Churchill       Vice President of FMR (1993).                                
 
                                                                                    
 
William Danoff         Vice President of FMR (1993) and of a fund advised by        
                       FMR.                                                         
 
                                                                                    
 
Scott DeSano           Vice President of FMR (1993).                                
 
                                                                                    
 
Penelope Dobkin        Vice President of FMR and of a fund advised by FMR.          
 
                                                                                    
 
Larry Domash           Vice President of FMR (1993).                                
 
                                                                                    
 
George Domolky         Vice President of FMR (1993) and of a fund advised by        
                       FMR.                                                         
 
                                                                                    
 
Robert K. Duby         Vice President of FMR.                                       
 
                                                                                    
 
Margaret L. Eagle      Vice President of FMR and of a fund advised by FMR.          
 
                                                                                    
 
Kathryn L. Eklund      Vice President of FMR.                                       
 
                                                                                    
 
Richard B. Fentin      Senior Vice President of FMR (1993) and of a fund advised    
                       by FMR.                                                      
 
                                                                                    
 
Daniel R. Frank        Vice President of FMR and of funds advised by FMR.           
 
                                                                                    
 
Michael S. Gray        Vice President of FMR and of funds advised by FMR.           
 
                                                                                    
 
Lawrence Greenberg     Vice President of FMR (1993).                                
 
                                                                                    
 
Barry A. Greenfield    Vice President of FMR and of a fund advised by FMR.          
 
                                                                                    
 
William J. Hayes       Senior Vice President of FMR; Equity Division Leader.        
 
                                                                                    
 
Robert Haber           Vice President of FMR and of funds advised by FMR.           
 
                                                                                    
 
Richard Haberman       Senior Vice President of FMR (1993).                         
 
                                                                                    
 
Daniel Harmetz         Vice President of FMR and of a fund advised by FMR.          
 
                                                                                    
 
Ellen S. Heller        Vice President of FMR.                                       
 
                                                                                    
 
</TABLE>
 
John Hickling   Vice President of FMR (1993) and of funds advised by    
                FMR.                                                    
 
 
<TABLE>
<CAPTION>
<S>                         <C>                                                          
                                                                                         
 
Robert F. Hill              Vice President of FMR; Director of Technical Research.       
 
                                                                                         
 
Stephen P. Jonas            Treasurer and Vice President of FMR (1993)); Treasurer of    
                            FMR Texas Inc. (1993), Fidelity Management & Research        
                            (U.K.) Inc. (1993), and Fidelity Management & Research       
                            (Far East) Inc. (1993).                                      
 
                                                                                         
 
David B. Jones              Vice President of FMR (1993).                                
 
                                                                                         
 
Steven Kaye                 Vice President of FMR (1993) and of a fund advised by        
                            FMR.                                                         
 
                                                                                         
 
Frank Knox                  Vice President of FMR (1993).                                
 
                                                                                         
 
Robert A. Lawrence          Senior Vice President of FMR (1993); High Income             
                            Division Leader.                                             
 
                                                                                         
 
Alan Leifer                 Vice President of FMR and of a fund advised by FMR.          
 
                                                                                         
 
Harris Leviton              Vice President of FMR (1993) and of a fund advised by        
                            FMR.                                                         
 
                                                                                         
 
Bradford E. Lewis           Vice President of FMR and of funds advised by FMR.           
 
                                                                                         
 
Malcolm W. MacNaught III    Vice President of FMR (1993).                                
 
                                                                                         
 
Robert H. Morrison          Vice President of FMR; Director of Equity Trading.           
 
                                                                                         
 
David Murphy                Vice President of FMR and of funds advised by FMR.           
 
                                                                                         
 
Andrew Offit                Vice President of FMR (1993).                                
 
                                                                                         
 
Judy Pagliuca               Vice President of FMR (1993).                                
 
                                                                                         
 
Jacques Perold              Vice President of FMR.                                       
 
                                                                                         
 
Anne Punzak                 Vice President of FMR and of funds advised by FMR.           
 
                                                                                         
 
Lee Sandwen                 Vice President of FMR (1993).                                
 
                                                                                         
 
Patricia A. Satterthwaite   Vice President of FMR (1993) and of a fund advised by        
                            FMR.                                                         
 
                                                                                         
 
Thomas T. Soviero           Vice President of FMR (1993).                                
 
                                                                                         
 
Robert E. Stansky           Senior Vice President of FMR (1993) and of funds advised     
                            by FMR.                                                      
 
                                                                                         
 
Gary L. Swayze              Vice President of FMR and of funds advised by FMR;           
                            Tax-Free Fixed-Income Group Leader.                          
 
                                                                                         
 
Thomas Sweeney              Vice President of FMR (1993).                                
 
                                                                                         
 
Donald Taylor               Vice President of FMR (1993) and of funds advised by         
                            FMR.                                                         
 
                                                                                         
 
Beth F. Terrana             Senior Vice President of FMR (1993) and of funds advised     
                            by FMR.                                                      
 
                                                                                         
 
Joel Tillinghast            Vice President of FMR (1993) and of a fund advised by        
                            FMR.                                                         
 
                                                                                         
 
Robert Tucket               Vice President of FMR (1993).                                
 
                                                                                         
 
George A. Vanderheiden      Senior Vice President of FMR; Vice President of funds        
                            advised by FMR; Growth Group Leader.                         
 
                                                                                         
 
Jeffrey Vinik               Senior Vice President of FMR (1993) and of a fund advised    
                            by FMR.                                                      
 
                                                                                         
 
Guy E. Wickwire             Vice President of FMR and of a fund advised by FMR.          
 
                                                                                         
 
Arthur S. Loring            Senior Vice President (1993), Clerk, and General Counsel     
                            of FMR; Vice President, Legal of FMR Corp.; Secretary of     
                            funds advised by FMR.                                        
 
</TABLE>
 
 
(2)  FIDELITY MANAGEMENT & RESEARCH (U.K.) INC. (FMR U.K.)
 FMR U.K. provides investment advisory services to Fidelity Management &
Research Company and Fidelity Management Trust Company.  The directors and
officers of the Sub-Adviser have held the following positions of a
substantial nature during the past two fiscal years.
 
<TABLE>
<CAPTION>
<S>                    <C>                                                               
Edward C. Johnson 3d   Chairman and Director of FMR U.K.; Chairman of the                
                       Executive Committee of FMR; Chief Executive Officer of FMR        
                       Corp.; Chairman of the Board and a Director of FMR, FMR           
                       Corp., FMR Texas Inc., and Fidelity Management & Research         
                       (Far East) Inc.; President and Trustee of funds advised by FMR.   
 
                                                                                         
 
J. Gary Burkhead       President and Director of FMR U.K.; President of FMR;             
                       Managing Director of FMR Corp.; President and a Director of       
                       FMR Texas Inc. and Fidelity Management & Research (Far            
                       East) Inc.; Senior Vice President and Trustee of funds advised    
                       by FMR.                                                           
 
                                                                                         
 
Richard C. Habermann   Senior Vice President of FMR U.K.; Senior Vice President of       
                       Fidelity Management & Research (Far East) Inc.; Director of       
                       Worldwide Research of FMR.                                        
 
                                                                                         
 
Rick Spillane          Senior Vice President and Director of Operations and              
                       Compliance of FMR U.K. (1993).                                    
 
                                                                                         
 
Stephen P. Jonas       Treasurer of FMR U.K. (1993), Fidelity Management &               
                       Research (Far East) Inc. (1993), and FMR Texas Inc. (1993);       
                       Treasurer and Vice President of FMR (1993).                       
 
                                                                                         
 
David Weinstein        Clerk of FMR U.K.; Clerk of Fidelity Management & Research        
                       (Far East) Inc.; Secretary of FMR Texas Inc.                      
 
</TABLE>
 
 
(3)  FIDELITY MANAGEMENT & RESEARCH (FAR EAST) INC. (FMR Far East)
 FMR Far East provides investment advisory services to Fidelity Management
& Research Company and Fidelity Management Trust Company.  The directors
and officers of the Sub-Adviser have held the following positions of a
substantial nature during the past two fiscal years.
 
<TABLE>
<CAPTION>
<S>                    <C>                                                           
Edward C. Johnson 3d   Chairman and Director of FMR Far East; Chairman of the        
                       Executive Committee of FMR; Chief Executive Officer of        
                       FMR Corp.; Chairman of the Board and a Director of            
                       FMR, FMR Corp., FMR Texas Inc. and Fidelity                   
                       Management & Research (U.K.) Inc.; President and              
                       Trustee of funds advised by FMR.                              
 
                                                                                     
 
J. Gary Burkhead       President and Director of FMR Far East; President of          
                       FMR; Managing Director of FMR Corp.; President and a          
                       Director of FMR Texas Inc. and Fidelity Management &          
                       Research (U.K.) Inc.; Senior Vice President and Trustee       
                       of funds advised by FMR.                                      
 
                                                                                     
 
Richard C. Habermann   Senior Vice President of FMR Far East; Senior Vice            
                       President of Fidelity Management & Research (U.K.)            
                       Inc.; Director of Worldwide Research of FMR.                  
 
                                                                                     
 
William R. Ebsworth    Vice President of FMR Far East.                               
 
                                                                                     
 
Bill Wilder            Vice President of FMR Far East (1993).                        
 
                                                                                     
 
Stephen P. Jonas        Treasurer of FMR Far East (1993), Fidelity Management        
                          & Research (U.K.) Inc. (1993), and FMR Texas Inc.          
                            (1993); Treasurer and Vice President of FMR (1993).      
 
                                                                                     
 
David C. Weinstein     Clerk of FMR Far East; Clerk of Fidelity Management &         
                       Research (U.K.) Inc.; Secretary of FMR Texas Inc.             
 
</TABLE>
 
 
Item 29. Principal Underwriters
(a) Fidelity Distributors Corporation (FDC) acts as distributor for most
funds advised by FMR.
 
(b)                                                                  
 
Name and Principal   Positions and Offices   Positions and Offices   
 
Business Address*    With Underwriter        With Registrant         
 
Edward C. Johnson 3d   Director                   Trustee and President   
 
W. Humphrey Bogart     Director                   None                    
 
Kurt A. Lange          President                  None                    
 
William L. Adair       Senior Vice President      None                    
 
Thomas W. Littauer     Senior Vice President      None                    
 
Caron Ketchum          Treasurer                  None                    
 
Arthur S. Loring       Vice President and Clerk   Secretary               
 
* 82 Devonshire Street, Boston, MA
 (c) Not applicable.
Item 30. Location of Accounts and Records
 All accounts, books, and other documents required to be maintained by
Section 31a of the 1940 Act and the Rules promulgated thereunder are
maintained by Fidelity Management & Research Company or Fidelity Service
Co., 82 Devonshire Street, Boston, MA 02109, or the funds' custodian: The
Chase Manhattan Bank, 1211 Avenue of the Americas, New York, N.Y.
Item 31. Management Services
 Not applicable
Item 32. Undertakings
 The Registrant on behalf of Destiny I and Destiny II undertakes to deliver
to each person who has received the prospectus or annual or semiannual
financial report for a fund in an electronic format, upon his or her
request and without charge, a paper copy of the prospectus or annual or
semiannual report for the fund.
 The Registrant on behalf of Destiny I and Destiny II undertakes, provided
the information required by Item 5A is contained in the annual report,
undertakes to furnish each person to whom a prospectus has been delivered,
upon their request and without charge, a copy of the Registrant's latest
annual report to shareholders.
POWER OF ATTORNEY
 We, the undersigned Directors, Trustees or General Partners, as the case
may be, of the following investment company:
Fidelity Destiny Portfolios         
 
plus any other investment company for which Fidelity Management & Research
Company acts as investment adviser and for which the undersigned
individuals serve as Board Members (collectively, the "Funds"), hereby
severally constitute and appoint Arthur J. Brown, Arthur C. Delibert,
Robert C. Hacker, Richard M. Phillips, Dana L. Platt and Stephanie A.
Djinis, each of them singly, our true and lawful attorneys-in-fact, with
full power of substitution, and with full power to each of them, to sign
for us and in our names in the appropriate capacities, all Pre-Effective
Amendments to any Registration Statements of the Funds, any and all
subsequent Post-Effective Amendments to said Registration Statements, any
Registration Statements on Form N-14, and any supplements or other
instruments in connection therewith, and generally to do all such things in
our names and behalf in connection therewith as said attorneys-in-fact deem
necessary or appropriate, to comply with the provisions of the Securities
Act of 1933 and Investment Company Act of 1940, and all related
requirements of the Securities and Exchange Commission, hereby ratifying
and confirming all that said attorneys-in-fact or their substitutes may do
or cause to be done by virtue hereof.
 WITNESS our hands on this fifteenth day of December, 1994.
/s/Edward C. Johnson 3d         /s/Donald J. Kirk              
 
Edward C. Johnson 3d            Donald J. Kirk                 
 
                                                               
 
                                                               
 
/s/J. Gary Burkhead                                            
 
J. Gary Burkhead                /s/Marvin L. Mann              
 
                                Marvin L. Mann                 
 
                                                               
 
/s/Ralph F. Cox                 /s/Edward H. Malone            
 
Ralph F. Cox                    Edward H. Malone               
 
                                                               
 
                                /s/Gerald C. McDonough         
 
/s/Phyllis Burke Davis          Gerald C. McDonough            
 
Phyllis Burke Davis                                            
 
                                /s/Thomas R. Williams          
 
                                Thomas R. Williams             
 
/s/Richard J. Flynn                                            
 
Richard J. Flynn                                               
 
                                                               
 
                                                               
 
/s/E. Bradley Jones                                            
 
E. Bradley Jones                                               
 
POWER OF ATTORNEY
 I, the undersigned President and Director, Trustee or General Partner, as
the case may be, of the following investment companies:
 
<TABLE>
<CAPTION>
<S>                                   <C>                                               
Fidelity Advisor Annuity Fund         Fidelity Institutional Trust                      
Fidelity Advisor Series I             Fidelity Investment Trust                         
Fidelity Advisor Series II            Fidelity Magellan Fund                            
Fidelity Advisor Series III           Fidelity Massachusetts Municipal Trust            
Fidelity Advisor Series IV            Fidelity Money Market Trust                       
Fidelity Advisor Series V             Fidelity Mt. Vernon Street Trust                  
Fidelity Advisor Series VI            Fidelity Municipal Trust                          
Fidelity Advisor Series VII           Fidelity New York Municipal Trust                 
Fidelity Advisor Series VIII          Fidelity Puritan Trust                            
Fidelity California Municipal Trust   Fidelity School Street Trust                      
Fidelity Capital Trust                Fidelity Securities Fund                          
Fidelity Charles Street Trust         Fidelity Select Portfolios                        
Fidelity Commonwealth Trust           Fidelity Sterling Performance Portfolio, L.P.     
Fidelity Congress Street Fund         Fidelity Summer Street Trust                      
Fidelity Contrafund                   Fidelity Trend Fund                               
Fidelity Corporate Trust              Fidelity U.S. Investments-Bond Fund, L.P.         
Fidelity Court Street Trust           Fidelity U.S. Investments-Government Securities   
Fidelity Destiny Portfolios              Fund, L.P.                                     
Fidelity Deutsche Mark Performance    Fidelity Union Street Trust                       
  Portfolio, L.P.                     Fidelity Yen Performance Portfolio, L.P.          
Fidelity Devonshire Trust             Spartan U.S. Treasury Money Market                
Fidelity Exchange Fund                   Fund                                           
Fidelity Financial Trust              Variable Insurance Products Fund                  
Fidelity Fixed-Income Trust           Variable Insurance Products Fund II               
Fidelity Government Securities Fund                                                     
Fidelity Hastings Street Trust                                                          
Fidelity Income Fund                                                                    
 
</TABLE>
 
plus any other investment company for which Fidelity Management & Research
Company acts as investment adviser and for which the undersigned individual
serves as President and Board Member (collectively, the "Funds"), hereby
severally constitute and appoint J. Gary Burkhead, my true and lawful
attorney-in-fact, with full power of substitution, and with full power to
sign for me and in my name in the appropriate capacity, all Pre-Effective
Amendments to any Registration Statements of the Funds, any and all
subsequent Post-Effective Amendments to said Registration Statements, any
Registration Statements on Form N-14, and any supplements or other
instruments in connection therewith, and generally to do all such things in
my name and behalf in connection therewith as said attorney-in-fact deem
necessary or appropriate, to comply with the provisions of the Securities
Act of 1933 and Investment Company Act of 1940, and all related
requirements of the Securities and Exchange Commission.  I hereby ratify
and confirm all that said attorneys-in-fact or their substitutes may do or
cause to be done by virtue hereof.
 WITNESS my hand on the date set forth below.
/s/Edward C. Johnson 3d   December 15, 1994   
 
Edward C. Johnson 3d                          
 
 
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
of the requirements for the effectiveness of this Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Post-Effective Amendment No. 60 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Boston, and Commonwealth of Massachusetts, on the 20th day
of November, 1995.
      FIDELITY DESTINY PORTFOLIOS
      By /s/Edward C. Johnson 3d (dagger)
        Edward C. Johnson 3d, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
     (Signature)    (Title)   (Date)   
 
 
<TABLE>
<CAPTION>
<S>                               <C>                             <C>                  
/s/Edward C. Johnson 3d(dagger)   President and Trustee           November 20, 1995    
 
    Edward C. Johnson 3d          (Principal Executive Officer)                        
 
                                                                                       
 
</TABLE>
 
/s/Kenneth A. Rathgeber     Treasurer   November 20, 1995   
 
    Kenneth A. Rathgeber               
 
/s/J. Gary Burkhead    Trustee   November 20 , 1995   
 
    J. Gary Burkhead               
 
                                                               
/s/Ralph F. Cox              *   Trustee   November 20, 1995   
 
   Ralph F. Cox               
 
                                                           
/s/Phyllis Burke Davis   *   Trustee   November 20, 1995   
 
    Phyllis Burke Davis               
 
                                                              
/s/Richard J. Flynn         *   Trustee   November 20, 1995   
 
    Richard J. Flynn               
 
                                                              
/s/E. Bradley Jones         *   Trustee   November 20, 1995   
 
    E. Bradley Jones               
 
                                                                
/s/Donald J. Kirk             *   Trustee   November 20, 1995   
 
    Donald J. Kirk               
 
                                                           
/s/Edward H. Malone      *   Trustee   November 20, 1995   
 
   Edward H. Malone                
 
                                                         
/s/Marvin L. Mann_____*    Trustee   November 20, 1995   
 
   Marvin L. Mann                
 
/s/Gerald C. McDonough*   Trustee   November 20, 1995   
 
    Gerald C. McDonough               
 
/s/Thomas R. Williams    *   Trustee   November 20, 1995   
 
   Thomas R. Williams               
 
(dagger) Signatures affixed by J. Gary Burkhead pursuant to a power of
attorney dated December 15, 1994 and filed herewith.
* Signature affixed by Robert C. Hacker pursuant to a power of attorney
dated December 15, 1994 and filed herewith.

 
 
EXHIBIT 5(C)
SUB-ADVISORY AGREEMENT
BETWEEN
FIDELITY MANAGEMENT & RESEARCH COMPANY
AND
FIDELITY MANAGEMENT & RESEARCH (U.K.) INC.
AND
FIDELITY DESTINY PORTFOLIOS ON BEHALF OF DESTINY I
 AGREEMENT made this 1st day of November, 1993, by and between Fidelity
Management & Research (U.K.) Inc., a Massachusetts corporation with
principal offices at 82 Devonshire Street, Boston, Massachusetts
(hereinafter called the "Sub-Adviser") and Fidelity Management & Research
Company, a Massachusetts corporation with principal offices at 82
Devonshire Street, Boston, Massachusetts (hereinafter called the
"Adviser").
 WHEREAS the Adviser has entered into a Management Contract with Fidelity
Destiny Portfolios, a Massachusetts business trust which may issue one or
more series of shares of beneficial interest (hereinafter called the
"Fund"), on behalf of Destiny       I (hereinafter called the "Portfolio"),
pursuant to which the Adviser is to act as investment adviser to the
Portfolio, and
 WHEREAS the Sub-Adviser has personnel in Western Europe and was formed for
the purpose of researching and compiling information and recommendations
with respect to the economies of various countries and issuers located
outside of North America, principally in Western Europe.
 NOW THEREFORE, in consideration of the premises and the mutual promises
hereinafter set forth, the Adviser and the Sub-Adviser agree as follows:
 1. The Sub-Adviser shall act as an investment consultant to the Adviser
and shall furnish the Adviser factual information, research reports and
investment recommendations relating to non-U.S. issuers of securities
located in, and the economies of, various countries outside the U.S., all
as the Adviser may reasonably require. Such information shall include
written and oral reports and analyses.
 2. The Sub-Adviser will be compensated by the Adviser on the following
basis for the services to be furnished hereunder: the Adviser agrees to pay
the Sub-Adviser a monthly fee equal to 110% of the Sub-Adviser's costs
incurred in connection with the agreement, said costs to be determined in
relation to the assets of the Portfolio that benefits from the services of
the sub-adviser.
 3. It is understood that Trustees, officers and shareholders of the Fund
are or may be or become interested in the Adviser and the Sub-Adviser as
directors, officers or otherwise and that directors, officers and
stockholders of the Adviser and the Sub-Adviser are or may be or become
similarly interested in the Fund, and that the Adviser or the Sub-Adviser
may be or become interested in the Fund as a shareholder or otherwise.
 4. The Sub-Adviser shall for all purposes be an independent contractor and
not an agent or employee of the Adviser or the Fund. The Sub-Adviser shall
have no authority to act for, represent, bind or obligate the Adviser or
the Fund, and shall in no event have discretion to invest or reinvest
assets held by the Portfolio.
 5. The Services of the Sub-Adviser to the Adviser are not to be deemed to
be exclusive, the Sub-Adviser being free to render services to others and
engage in other activities, provided, however, that such other services and
activities do not, during the term of this Agreement, interfere, in a
material manner, with the Sub-Adviser's ability to meet all of its
obligations with respect to rendering investment advice hereunder. In the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of the
Sub-Adviser, the Sub-Adviser shall not be subject to liability to the
Adviser, the Fund or to any shareholder of the Portfolio for any act or
omission in the course of, or connected with, rendering services hereunder
or for any losses that may be sustained in the purchase, holding or sale of
any security.
 6. (a) Subject to prior termination as provided in sub-paragraph (d) of
this paragraph 6, this Agreement shall continue in force until July 31,
1994 and indefinitely thereafter, but only so long as the continuance after
such period shall be specifically approved at least annually by vote of the
Fund's Board of Trustees or by vote of a majority of the outstanding voting
securities of the Portfolio.
  (b) This Agreement may be modified by mutual consent of the Adviser, the
Sub-Adviser and the Portfolio, such consent on the part of the Portfolio to
be authorized by vote of a majority of the outstanding voting securities of
the Portfolio.
  (c) In addition to the requirements of sub-paragraphs (a) and (b) of this
paragraph 6, the terms of any continuance or modification of the Agreement
must have been approved by the vote of a majority of those Trustees of the
Fund who are not parties to such Agreement or interested persons of any
such party, cast in person at a meeting called for the purpose of voting on
such approval.
  (d) Either the Adviser, the Sub-Adviser or the Portfolio may, at any time
on sixty (60) days prior written notice to the other parties, terminate
this Agreement, without payment of any penalty, by action of its Board of
Trustees or Directors, or by vote of a majority of its outstanding voting
securities. This Agreement shall terminate automatically in the event of
its assignment.
 7. The Sub-Adviser is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Declaration of Trust of the Fund
and agrees that any obligations of the Fund or the Portfolio arising in
connection with this Agreement shall be limited in all cases to the
Portfolio and its assets, and the Sub-Adviser shall not seek satisfaction
of any such obligation from the shareholders or any shareholder of the
Portfolio. Nor shall the Sub-Adviser seek satisfaction of any such
obligation from the Trustees or any individual Trustee.
 The terms "registered investment company," "vote of a majority of the
outstanding voting securities," "assignment," and "interested persons,"
when used herein, shall have the respective meanings specified in the
Investment Company Act of 1940 as now in effect or as hereafter amended.
 IN WITNESS WHEREOF the parties hereto have caused this instrument to be
signed in their behalf by their respective officers thereunto duly
authorized, and their respective seals to be hereunto affixed, all as of
the date written above.
FIDELITY MANAGEMENT & RESEARCH (U.K.) INC.
By: /s/Charles F. Dornbush                                                 
 Treasurer of FMR UK
FIDELITY MANAGEMENT & RESEARCH CO.
By: /s/J. Gary Burkhead                                                    
   
 President of FMR
FIDELITY DESTINY PORTFOLIOS ON BEHALF OF DESTINY I
By:/s/J. Gary Burkhead                                                     
  
 Senior Vice President of the Fund

 
 
          Name:        Destiny I (006)                                        
 
          Notes:                                                              
 
          Load:                                                               
 
          Redemption:                                                         
 
          FiscYear:      30-Sep                                               
 
                                                        Cum        Total      
 
          Pay-date     X-Date     X-NAV   MonthEnd     Shares      Value      
 
                                                                              
 
                                     1.00    Sep-80    1024.590      10000    
 
                                     1.00    Oct-80    1024.590      10072    
 
                                     1.00    Nov-80    1024.590      10605    
 
                                     1.00    Dec-80    1024.590      10318    
 
                                     1.00    Jan-81    1024.590      10338    
 
                                     1.00    Feb-81    1024.590      10553    
 
                                     1.00    Mar-81    1024.590      11445    
 
                                     1.00    Apr-81    1024.590      11639    
 
                                     1.00    May-81    1024.590      11967    
 
                                     1.00    Jun-81    1024.590      11967    
 
                         27-Jul      9.39    Jul-81    1024.590       9703    
 
                                     1.00    Aug-81    1024.590       8955    
 
                                     1.00    Sep-81    1024.590       8525    
 
                                     1.00    Oct-81    1024.590       9068    
 
                                     1.00    Nov-81    1024.590       9447    
 
                                     1.00    Dec-81    1024.590       9242    
 
                                     1.00    Jan-82    1024.590       9037    
 
                                     1.00    Feb-82    1024.590       8801    
 
                                     1.00    Mar-82    1024.590       8914    
 
                                     1.00    Apr-82    1024.590       9457    
 
                                     1.00    May-82    1024.590       9129    
 
                                     1.00    Jun-82    1024.590       9068    
 
                         26-Jul      8.17    Jul-82    1024.590       8156    
 
                                     1.00    Aug-82    1024.590       8975    
 
                                     1.00    Sep-82    1024.590       9139    
 
                                     1.00    Oct-82    1024.590      10584    
 
                                     1.00    Nov-82    1024.590      11527    
 
                                     1.00    Dec-82    1024.590      11711    
 
                                     1.00    Jan-83    1024.590      12316    
 
                                     1.00    Feb-83    1024.590      13064    
 
                                     1.00    Mar-83    1024.590      13730    
 
                                     1.00    Apr-83    1024.590      15020    
 
                                     1.00    May-83    1024.590      15461    
 
                                     1.00    Jun-83    1024.590      16270    
 
                         25-Jul     13.43    Jul-83    1024.590      13074    
 
                                     1.00    Aug-83    1024.590      12920    
 
                                     1.00    Sep-83    1024.590      13330    
 
                                     1.00    Oct-83    1024.590      13053    
 
                                     1.00    Nov-83    1024.590      13566    
 
                                     1.00    Dec-83    1024.590      13504    
 
                                     1.00    Jan-84    1024.590      13268    
 
                                     1.00    Feb-84    1024.590      12592    
 
                                     1.00    Mar-84    1024.590      12797    
 
                                     1.00    Apr-84    1024.590      12889    
 
                                     1.00    May-84    1024.590      12080    
 
                                     1.00    Jun-84    1024.590      12418    
 
                         30-Jul      9.88    Jul-84    1024.590      10174    
 
                                     1.00    Aug-84    1024.590      11414    
 
                                     1.00    Sep-84    1024.590      11291    
 
                                     1.00    Oct-84    1024.590      11404    
 
                                     1.00    Nov-84    1024.590      11383    
 
                                     1.00    Dec-84    1024.590      11721    
 
                                     1.00    Jan-85    1024.590      12736    
 
                                     1.00    Feb-85    1024.590      12572    
 
                                     1.00    Mar-85    1024.590      12449    
 
                                     1.00    Apr-85    1024.590      12264    
 
                                     1.00    May-85    1024.590      12869    
 
                                     1.00    Jun-85    1024.590      13125    
 
                                     1.00    Jul-85    1024.590      13299    
 
                         12-Aug     11.21    Aug-85    1024.590      11486    
 
                                     1.00    Sep-85    1024.590      11066    
 
                                     1.00    Oct-85    1024.590      11609    
 
                                     1.00    Nov-85    1024.590      12561    
 
                                     1.00    Dec-85    1024.590      13238    
 
                                     1.00    Jan-86    1024.590      13566    
 
                                     1.00    Feb-86    1024.590      14928    
 
                                     1.00    Mar-86    1024.590      15912    
 
                                     1.00    Apr-86    1024.590      15861    
 
                                     1.00    May-86    1024.590      16332    
 
                                     1.00    Jun-86    1024.590      16434    
 
                                     1.00    Jul-86    1024.590      15236    
 
                         11-Aug     12.29    Aug-86    1024.590      13207    
 
                                     1.00    Sep-86    1024.590      12182    
 
                                     1.00    Oct-86    1024.590      12777    
 
                                     1.00    Nov-86    1024.590      12982    
 
                                     1.00    Dec-86    1024.590      12736    
 
                                     1.00    Jan-87    1024.590      14426    
 
                                     1.00    Feb-87    1024.590      15389    
 
                                     1.00    Mar-87    1024.590      15564    
 
                                     1.00    Apr-87    1024.590      15553    
 
                                     1.00    May-87    1024.590      15666    
 
                                     1.00    Jun-87    1024.590      16322    
 
                                     1.00    Jul-87    1024.590      17305    
 
                         17-Aug     15.23    Aug-87    1024.590      15584    
 
                                     1.00    Sep-87    1024.590      15215    
 
                                     1.00    Oct-87    1024.590      11352    
 
                                     1.00    Nov-87    1024.590      10379    
 
                         17-Dec     10.10    Dec-87    1024.590      10686    
 
                                     1.00    Jan-88    1024.590      11076    
 
                                     1.00    Feb-88    1024.590      11855    
 
                                     1.00    Mar-88    1024.590      11578    
 
                                     1.00    Apr-88    1024.590      11834    
 
                                     1.00    May-88    1024.590      11885    
 
                                     1.00    Jun-88    1024.590      12746    
 
                                     1.00    Jul-88    1024.590      12623    
 
                13-Sep   26-Aug     11.38    Aug-88    1024.590      11752    
 
                                     1.00    Sep-88    1024.590      12213    
 
                                     1.00    Oct-88    1024.590      12377    
 
                                     1.00    Nov-88    1024.590      12090    
 
                30-Dec   19-Dec     11.89    Dec-88    1024.590      12213    
 
                                     1.00    Jan-89    1024.590      13248    
 
                                     1.00    Feb-89    1024.590      12951    
 
                                     1.00    Mar-89    1024.590      13248    
 
                                     1.00    Apr-89    1024.590      13852    
 
                                     1.00    May-89    1024.590      14703    
 
                                     1.00    Jun-89    1024.590      14375    
 
                                     1.00    Jul-89    1024.590      15338    
 
                22-Aug   08-Aug     14.61    Aug-89    1024.590      15092    
 
                                     1.00    Sep-89    1024.590      15215    
 
                                     1.00    Oct-89    1024.590      14703    
 
                                     1.00    Nov-89    1024.590      14775    
 
                26-Dec   11-Dec     13.43    Dec-89    1024.590      13873    
 
                                     1.00    Jan-90    1024.590      13043    
 
                                     1.00    Feb-90    1024.590      13320    
 
                                     1.00    Mar-90    1024.590      13607    
 
                                     1.00    Apr-90    1024.590      13166    
 
                                     1.00    May-90    1024.590      14621    
 
                                     1.00    Jun-90    1024.590      14590    
 
                                     1.00    Jul-90    1024.590      14180    
 
                03-Aug   03-Aug     12.67    Aug-90    1024.590      12162    
 
                                     1.00    Sep-90    1024.590      11342    
 
                                     1.00    Oct-90    1024.590      11260    
 
                                     1.00    Nov-90    1024.590      12223    
 
                                     1.00    Dec-90    1024.590      12838    
 
                                     1.00    Jan-91    1024.590      14221    
 
                                     1.00    Feb-91    1024.590      15205    
 
                                     1.00    Mar-91    1024.590      15564    
 
                                     1.00    Apr-91    1024.590      15758    
 
                                     1.00    May-91    1024.590      16701    
 
                                     1.00    Jun-91    1024.590      15605    
 
                                     1.00    Jul-91    1024.590      16639    
 
                12-Aug   09-Aug     15.58    Aug-91    1024.590      16404    
 
                                     1.00    Sep-91    1024.590      16127    
 
                                     1.00    Oct-91    1024.590      16055    
 
                                     1.00    Nov-91    1024.590      15072    
 
                16-Dec   13-Dec     14.33    Dec-91    1024.590      16117    
 
                                     1.00    Jan-92    1024.590      16291    
 
                                     1.00    Feb-92    1024.590      16885    
 
                                     1.00    Mar-92    1024.590      16506    
 
                                     1.00    Apr-92    1024.590      17100    
 
                                     1.00    May-92    1024.590      17244    
 
                                     1.00    Jun-92    1024.590      16947    
 
                                     1.00    Jul-92    1024.590      17633    
 
                10-Aug   07-Aug     15.02    Aug-92    1024.590      15256    
 
                                     1.00    Sep-92    1024.590      15410    
 
                                     1.00    Oct-92    1024.590      15318    
 
                                     1.00    Nov-92    1024.590      16055    
 
                14-Dec   11-Dec     14.90    Dec-92    1024.590      15594    
 
                                     1.00    Jan-93    1024.590      16076    
 
                                     1.00    Feb-93    1024.590      16127    
 
                                     1.00    Mar-93    1024.590      16926    
 
                                     1.00    Apr-93    1024.590      17029    
 
                                     1.00    May-93    1024.590      17510    
 
                                     1.00    Jun-93    1024.590      17643    
 
                                     1.00    Jul-93    1024.590      17869    
 
                09-Aug   06-Aug     16.42    Aug-93    1024.590      17275    
 
                                     1.00    Sep-93    1024.590      17275    
 
                                     1.00    Oct-93    1024.590      17910    
 
                                     1.00    Nov-93    1024.590      17797    
 
                13-Dec   10-Dec     16.50    Dec-93    1024.590      17223    
 
                                     1.00    Jan-94    1024.590      18320    
 
                                     1.00    Feb-94    1024.590      18043    
 
                                     1.00    Mar-94    1024.590      17193    
 
                                     1.00    Apr-94    1024.590      17705    
 
                                     1.00    May-94    1024.590      17838    
 
                                     1.00    Jun-94    1024.590      17336    
 
                                     1.00    Jul-94    1024.590      17910    
 
                                     1.00    Aug-94    1024.590      18719    
 
                                     1.00    Sep-94    1024.590      18135    
 
                                     1.00    Oct-94    1024.590      18535    
 
                                     1.00    Nov-94    1024.590      17900    
 
                12-Dec   09-Dec     14.24    Dec-94    1024.590      14969    
 
                                     1.00    Jan-95    1024.590      15113    
 
                                     1.00    Feb-95    1024.590      15625    
 
                                     1.00    Mar-95    1024.590      16066    
 
                                     1.00    Apr-95    1024.590      16670    
 
                                     1.00    May-95    1024.590      17449    
 
                                     1.00    Jun-95    1024.590      18043    
 
                                     1.00    Jul-95    1024.590      18689    
 
                                     1.00    Aug-95    1024.590      18852    
 
                                     1.00    Sep-95    1024.590      19242    
 
                                                                              
 
                                                                              
 
                                                                              
 
                                                                              
 
                                               Value of Value of              
 
                                         Rep   Reinvst  Reinvst  Total        
 
             DIV    CGLONG   CGSHORT     NAV   Div      Cap GainsValue        
 
                                                                              
 
                                          9.76                      10000     
 
                                          9.83        0        0    10072     
 
                                         10.35        0        0    10605     
 
                                         10.07        0        0    10318     
 
                                         10.09        0        0    10338     
 
                                         10.30        0        0    10553     
 
                                         11.17        0        0    11445     
 
                                         11.36        0        0    11639     
 
                                         11.68        0        0    11967     
 
                                         11.68        0        0    11967     
 
             0.4400     1.42              9.47      455     1467    11625     
 
                                          8.74      420     1354    10729     
 
                                          8.32      399     1289    10213     
 
                                          8.85      425     1371    10864     
 
                                          9.22      443     1429    11318     
 
                                          9.02      433     1398    11072     
 
                                          8.82      423     1367    10827     
 
                                          8.59      412     1331    10545     
 
                                          8.70      418     1348    10680     
 
                                          9.23      443     1430    11330     
 
                                          8.91      428     1381    10937     
 
                                          8.85      425     1371    10864     
 
             0.3600     0.32              7.96      813     1616    10585     
 
                                          8.76      894     1778    11648     
 
                                          8.92      911     1811    11861     
 
                                         10.33     1055     2097    13736     
 
                                         11.25     1149     2284    14959     
 
                                         11.43     1167     2321    15199     
 
                                         12.02     1227     2440    15983     
 
                                         12.75     1302     2589    16954     
 
                                         13.40     1368     2721    17818     
 
                                         14.66     1497     2976    19494     
 
                                         15.09     1541     3064    20065     
 
                                         15.88     1621     3224    21116     
 
             0.3500     2.25             12.76     1745     5433    20252     
 
                                         12.61     1724     5369    20014     
 
                                         13.01     1779     5540    20649     
 
                                         12.74     1742     5425    20220     
 
                                         13.24     1811     5638    21014     
 
                                         13.18     1802     5612    20919     
 
                                         12.95     1771     5514    20553     
 
                                         12.29     1681     5233    19506     
 
                                         12.49     1708     5318    19823     
 
                                         12.58     1720     5357    19966     
 
                                         11.79     1612     5020    18712     
 
                                         12.12     1657     5161    19236     
 
             0.3400     1.71              9.93     1900     6956    19030     
 
                                         11.14     2132     7804    21349     
 
                                         11.02     2109     7719    21119     
 
                                         11.13     2130     7797    21330     
 
                                         11.11     2126     7783    21292     
 
                                         11.44     2189     8014    21924     
 
                                         12.43     2379     8707    23822     
 
                                         12.27     2348     8595    23515     
 
                                         12.15     2325     8511    23285     
 
                                         11.97     2291     8385    22940     
 
                                         12.56     2404     8798    24071     
 
                                         12.81     2451     8973    24550     
 
                                         12.98     2484     9092    24876     
 
               0.46     1.14             11.21     3027    10037    24550     
 
                                         10.80     2916     9670    23652     
 
                                         11.33     3059    10145    24813     
 
                                         12.26     3310    10977    26849     
 
                                         12.92     3489    11568    28295     
 
                                         13.24     3575    11855    28996     
 
                                         14.57     3934    13046    31908     
 
                                         15.53     4193    13905    34011     
 
                                         15.48     4180    13861    33901     
 
                                         15.94     4304    14273    34908     
 
                                         16.04     4331    14362    35127     
 
                                         14.87     4015    13314    32565     
 
               0.32     2.54             12.89     4215    17376    34798     
 
                                         11.89     3888    16028    32099     
 
                                         12.47     4078    16810    33664     
 
                                         12.67     4144    17079    34204     
 
                                         12.43     4065    16756    33556     
 
                                         14.08     4605    18980    38011     
 
                                         15.02     4912    20247    40548     
 
                                         15.19     4968    20476    41007     
 
                                         15.18     4964    20463    40980     
 
                                         15.29     5000    20611    41277     
 
                                         15.93     5210    21474    43005     
 
                                         16.89     5524    22768    45597     
 
               0.27     2.31             15.21     5702    26731    48017     
 
                                         14.85     5567    26098    46881     
 
                                         11.08     4154    19473    34979     
 
                                         10.13     3798    17803    31980     
 
               0.12     0.68             10.43     4301    20547    35535     
 
                                         10.81     4458    21296    36830     
 
                                         11.57     4772    22793    39419     
 
                                         11.30     4660    22261    38499     
 
                                         11.55     4763    22754    39351     
 
                                         11.60     4784    22852    39521     
 
                                         12.44     5130    24507    42383     
 
                                         12.32     5081    24271    41974     
 
               0.12     0.12     0.08    11.47     5142    23283    40177     
 
                                         11.92     5344    24196    41753     
 
                                         12.08     5416    24521    42314     
 
                                         11.80     5290    23953    41333     
 
               0.14     0.01     0.05    11.92     5836    24407    42456     
 
                                         12.93     6330    26475    46053     
 
                                         12.64     6188    25881    45020     
 
                                         12.93     6330    26475    46053     
 
                                         13.52     6619    27683    48155     
 
                                         14.35     7025    29383    51111     
 
                                         14.03     6869    28727    49971     
 
                                         14.97     7329    30652    53319     
 
               0.15     0.06     0.43    14.73     7750    31920    54762     
 
                                         14.85     7813    32180    55209     
 
                                         14.35     7550    31097    53350     
 
                                         14.42     7587    31248    53610     
 
               0.23     0.26     0.30    13.54     7986    31440    53299     
 
                                         12.73     7508    29560    50111     
 
                                         13.00     7668    30187    51174     
 
                                         13.28     7833    30837    52276     
 
                                         12.85     7579    29838    50583     
 
                                         14.27     8417    33136    56173     
 
                                         14.24     8399    33066    56055     
 
                                         13.84     8163    32137    54480     
 
               0.10     0.49     0.00    11.87     7370    29370    48901     
 
                                         11.07     6873    27390    45606     
 
                                         10.99     6823    27192    45276     
 
                                         11.93     7407    29518    49149     
 
                                         12.53     7780    31003    51620     
 
                                         13.88     8618    34343    57182     
 
                                         14.84     9214    36718    61137     
 
                                         15.19     9431    37584    62579     
 
                                         15.38     9549    38054    63362     
 
                                         16.30    10120    40331    67152     
 
                                         15.23     9456    37683    62744     
 
                                         16.24    10083    40182    66905     
 
               0.33              0.43    16.01    11337    41434    69175     
 
                                         15.74    11146    40735    68008     
 
                                         15.67    11097    40554    67706     
 
                                         14.71    10417    38069    63558     
 
               0.16     0.40     0.23    15.73    11898    43697    71712     
 
                                         15.90    12027    44169    72487     
 
                                         16.48    12465    45780    75131     
 
                                         16.11    12185    44753    73444     
 
                                         16.69    12624    46364    76088     
 
                                         16.83    12730    46753    76726     
 
                                         16.54    12511    45947    75404     
 
                                         17.21    13017    47808    78459     
 
               0.16     1.32     0.40    14.89    11986    49137    76379     
 
                                         15.04    12106    49632    77148     
 
                                         14.95    12034    49335    76687     
 
                                         15.67    12614    51711    80380     
 
               0.14     0.53     0.19    15.22    12985    53999    82578     
 
                                         15.69    13386    55666    85128     
 
                                         15.74    13428    55843    85399     
 
                                         16.52    14094    58611    89631     
 
                                         16.62    14179    58966    90173     
 
                                         17.09    14580    60633    92724     
 
                                         17.22    14691    61094    93429     
 
                                         17.44    14879    61875    94622     
 
               0.14     0.81     0.20    16.86    15164    65444    97882     
 
                                         16.86    15164    65444    97882     
 
                                         17.48    15722    67850   101482     
 
                                         17.37    15623    67423   100843     
 
               0.11     0.74     0.30    16.81    15770    71401   104394     
 
                                         17.88    16773    75946   111039     
 
                                         17.61    16520    74799   109362     
 
                                         16.78    15741    71273   104208     
 
                                         17.28    16211    73397   107313     
 
                                         17.41    16332    73949   108120     
 
                                         16.92    15873    71868   105077     
 
                                         17.48    16398    74247   108555     
 
                                         18.27    17139    77602   113461     
 
                                         17.70    16605    75181   109921     
 
                                         18.09    16970    76838   112343     
 
                                         17.47    16389    74204   108493     
 
               0.34     1.97    0.560    14.61    15872    78176   109018     
 
                                         14.75    16024    78926   110062     
 
                                         15.25    16567    81601   113793     
 
                                         15.68    17035    83902   117002     
 
                                         16.27    17675    87059   121404     
 
                                         17.03    18501    91126   127076     
 
                                         17.61    19131    94229   131403     
 
                                         18.24    19816    97600   136104     
 
                                         18.40    19989    98456   137298     
 
                                         18.78    20402   100490   140134     
 
                                                                              
 
                                                                              
 
                                                                              
 
                                                                              
 
          DividendsCap GainsCost of                                           
 
          Received Received Reinvst                                           
 
          in Cash  in Cash  Distrib                                           
 
                                                                              
 
                                                                              
 
                 0        0        0                                          
 
                 0        0        0                                          
 
                 0        0        0                                          
 
                 0        0        0                                          
 
                 0        0        0                                          
 
                 0        0        0                                          
 
                 0        0        0                                          
 
                 0        0        0                                          
 
                 0        0        0                                          
 
               451     1455     1906                                          
 
               451     1455     1906                                          
 
               451     1455     1906                                          
 
               451     1455     1906                                          
 
               451     1455     1906                                          
 
               451     1455     1906                                          
 
               451     1455     1906                                          
 
               451     1455     1906                                          
 
               451     1455     1906                                          
 
               451     1455     1906                                          
 
               451     1455     1906                                          
 
               451     1455     1906                                          
 
               820     1783     2740                                          
 
               820     1783     2740                                          
 
               820     1783     2740                                          
 
               820     1783     2740                                          
 
               820     1783     2740                                          
 
               820     1783     2740                                          
 
               820     1783     2740                                          
 
               820     1783     2740                                          
 
               820     1783     2740                                          
 
               820     1783     2740                                          
 
               820     1783     2740                                          
 
               820     1783     2740                                          
 
              1178     4088     6198                                          
 
              1178     4088     6198                                          
 
              1178     4088     6198                                          
 
              1178     4088     6198                                          
 
              1178     4088     6198                                          
 
              1178     4088     6198                                          
 
              1178     4088     6198                                          
 
              1178     4088     6198                                          
 
              1178     4088     6198                                          
 
              1178     4088     6198                                          
 
              1178     4088     6198                                          
 
              1178     4088     6198                                          
 
              1527     5840     9451                                          
 
              1527     5840     9451                                          
 
              1527     5840     9451                                          
 
              1527     5840     9451                                          
 
              1527     5840     9451                                          
 
              1527     5840     9451                                          
 
              1527     5840     9451                                          
 
              1527     5840     9451                                          
 
              1527     5840     9451                                          
 
              1527     5840     9451                                          
 
              1527     5840     9451                                          
 
              1527     5840     9451                                          
 
              1527     5840     9451                                          
 
              1998     7008    12518                                          
 
              1998     7008    12518                                          
 
              1998     7008    12518                                          
 
              1998     7008    12518                                          
 
              1998     7008    12518                                          
 
              1998     7008    12518                                          
 
              1998     7008    12518                                          
 
              1998     7008    12518                                          
 
              1998     7008    12518                                          
 
              1998     7008    12518                                          
 
              1998     7008    12518                                          
 
              1998     7008    12518                                          
 
              2326     9611    18781                                          
 
              2326     9611    18781                                          
 
              2326     9611    18781                                          
 
              2326     9611    18781                                          
 
              2326     9611    18781                                          
 
              2326     9611    18781                                          
 
              2326     9611    18781                                          
 
              2326     9611    18781                                          
 
              2326     9611    18781                                          
 
              2326     9611    18781                                          
 
              2326     9611    18781                                          
 
              2326     9611    18781                                          
 
              2602    11977    25746                                          
 
              2602    11977    25746                                          
 
              2602    11977    25746                                          
 
              2602    11977    25746                                          
 
              2725    12674    28272                                          
 
              2725    12674    28272                                          
 
              2725    12674    28272                                          
 
              2725    12674    28272                                          
 
              2725    12674    28272                                          
 
              2725    12674    28272                                          
 
              2725    12674    28272                                          
 
              2725    12674    28272                                          
 
              2848    12879    29362                                          
 
              2848    12879    29362                                          
 
              2848    12879    29362                                          
 
              2848    12879    29362                                          
 
              2992    12941    30062                                          
 
              2992    12941    30062                                          
 
              2992    12941    30062                                          
 
              2992    12941    30062                                          
 
              2992    12941    30062                                          
 
              2992    12941    30062                                          
 
              2992    12941    30062                                          
 
              2992    12941    30062                                          
 
              3145    13443    32342                                          
 
              3145    13443    32342                                          
 
              3145    13443    32342                                          
 
              3145    13443    32342                                          
 
              3381    14016    35279                                          
 
              3381    14016    35279                                          
 
              3381    14016    35279                                          
 
              3381    14016    35279                                          
 
              3381    14016    35279                                          
 
              3381    14016    35279                                          
 
              3381    14016    35279                                          
 
              3381    14016    35279                                          
 
              3484    14518    37602                                          
 
              3484    14518    37602                                          
 
              3484    14518    37602                                          
 
              3484    14518    37602                                          
 
              3484    14518    37602                                          
 
              3484    14518    37602                                          
 
              3484    14518    37602                                          
 
              3484    14518    37602                                          
 
              3484    14518    37602                                          
 
              3484    14518    37602                                          
 
              3484    14518    37602                                          
 
              3484    14518    37602                                          
 
              3822    14959    40733                                          
 
              3822    14959    40733                                          
 
              3822    14959    40733                                          
 
              3822    14959    40733                                          
 
              3986    15605    44146                                          
 
              3986    15605    44146                                          
 
              3986    15605    44146                                          
 
              3986    15605    44146                                          
 
              3986    15605    44146                                          
 
              3986    15605    44146                                          
 
              3986    15605    44146                                          
 
              3986    15605    44146                                          
 
              4150    17367    52717                                          
 
              4150    17367    52717                                          
 
              4150    17367    52717                                          
 
              4150    17367    52717                                          
 
              4293    18105    57128                                          
 
              4293    18105    57128                                          
 
              4293    18105    57128                                          
 
              4293    18105    57128                                          
 
              4293    18105    57128                                          
 
              4293    18105    57128                                          
 
              4293    18105    57128                                          
 
              4293    18105    57128                                          
 
              4436    19139    63367                                          
 
              4436    19139    63367                                          
 
              4436    19139    63367                                          
 
              4436    19139    63367                                          
 
              4549    20205    70044                                          
 
              4549    20205    70044                                          
 
              4549    20205    70044                                          
 
              4549    20205    70044                                          
 
              4549    20205    70044                                          
 
              4549    20205    70044                                          
 
              4549    20205    70044                                          
 
              4549    20205    70044                                          
 
              4549    20205    70044                                          
 
              4549    20205    70044                                          
 
              4549    20205    70044                                          
 
              4549    20205    70044                                          
 
              4898    22797    87867                                          
 
              4898    22797    87867                                          
 
              4898    22797    87867                                          
 
              4898    22797    87867                                          
 
              4898    22797    87867                                          
 
              4898    22797    87867                                          
 
              4898    22797    87867                                          
 
              4898    22797    87867                                          
 
              4898    22797    87867                                          
 
              4898    22797    87867                                          
 
          Name:        Destiny II (210)                                       
 
          Notes:                                                              
 
          Load:                                                               
 
          Redemption:                                                         
 
          FiscYear:      30-Sep                                               
 
                                                        Cum        Total      
 
          Pay-date     X-Date     X-NAV   MonthEnd     Shares      Value      
 
                                                                              
 
                                     1.00 30-Dec-85    1000.000      10000    
 
                                     1.00    Dec-85    1000.000      10130    
 
                                     1.00    Jan-86    1000.000      11240    
 
                                     1.00    Feb-86    1000.000      12320    
 
                                     1.00    Mar-86    1000.000      14600    
 
                                     1.00    Apr-86    1000.000      15280    
 
                                     1.00    May-86    1000.000      16140    
 
                                     1.00    Jun-86    1000.000      16530    
 
                                     1.00    Jul-86    1000.000      15620    
 
                         11-Aug     15.28    Aug-86    1000.000      15700    
 
                                     1.00    Sep-86    1000.000      14780    
 
                                     1.00    Oct-86    1000.000      15670    
 
                                     1.00    Nov-86    1000.000      15980    
 
                                     1.00    Dec-86    1000.000      15930    
 
                                     1.00    Jan-87    1000.000      17870    
 
                                     1.00    Feb-87    1000.000      19760    
 
                                     1.00    Mar-87    1000.000      19950    
 
                                     1.00    Apr-87    1000.000      19980    
 
                                     1.00    May-87    1000.000      20120    
 
                                     1.00    Jun-87    1000.000      20980    
 
                                     1.00    Jul-87    1000.000      22200    
 
                         17-Aug     21.56    Aug-87    1000.000      21460    
 
                                     1.00    Sep-87    1000.000      20860    
 
                                     1.00    Oct-87    1000.000      15230    
 
                                     1.00    Nov-87    1000.000      13980    
 
                         17-Dec     14.32    Dec-87    1000.000      14870    
 
                                     1.00    Jan-88    1000.000      15310    
 
                                     1.00    Feb-88    1000.000      16660    
 
                                     1.00    Mar-88    1000.000      16560    
 
                                     1.00    Apr-88    1000.000      16990    
 
                                     1.00    May-88    1000.000      16820    
 
                                     1.00    Jun-88    1000.000      18250    
 
                                     1.00    Jul-88    1000.000      18150    
 
                                     1.00    Aug-88    1000.000      17510    
 
                                     1.00    Sep-88    1000.000      18220    
 
                                     1.00    Oct-88    1000.000      18260    
 
                                     1.00    Nov-88    1000.000      17690    
 
                30-Dec   19-Dec     17.59    Dec-88    1000.000      17690    
 
                                     1.00    Jan-89    1000.000      19170    
 
                                     1.00    Feb-89    1000.000      18790    
 
                                     1.00    Mar-89    1000.000      19030    
 
                                     1.00    Apr-89    1000.000      20130    
 
                                     1.00    May-89    1000.000      21400    
 
                                     1.00    Jun-89    1000.000      20640    
 
                                     1.00    Jul-89    1000.000      21880    
 
                22-Aug   08-Aug     21.20    Aug-89    1000.000      21360    
 
                                     1.00    Sep-89    1000.000      21480    
 
                                     1.00    Oct-89    1000.000      20780    
 
                                     1.00    Nov-89    1000.000      20980    
 
                26-Dec   11-Dec     19.73    Dec-89    1000.000      19990    
 
                                     1.00    Jan-90    1000.000      18690    
 
                                     1.00    Feb-90    1000.000      19040    
 
                                     1.00    Mar-90    1000.000      19510    
 
                                     1.00    Apr-90    1000.000      18910    
 
                                     1.00    May-90    1000.000      21070    
 
                                     1.00    Jun-90    1000.000      21110    
 
                                     1.00    Jul-90    1000.000      20360    
 
                03-Aug   03-Aug     19.03    Aug-90    1000.000      17820    
 
                                     1.00    Sep-90    1000.000      16490    
 
                                     1.00    Oct-90    1000.000      16370    
 
                                     1.00    Nov-90    1000.000      18050    
 
                14-Dec   14-Dec     18.48    Dec-90    1000.000      18970    
 
                                     1.00    Jan-91    1000.000      21100    
 
                                     1.00    Feb-91    1000.000      22750    
 
                                     1.00    Mar-91    1000.000      23470    
 
                                     1.00    Apr-91    1000.000      23930    
 
                                     1.00    May-91    1000.000      25290    
 
                                     1.00    Jun-91    1000.000      23500    
 
                                     1.00    Jul-91    1000.000      25150    
 
                12-Aug   09-Aug     23.24    Aug-91    1000.000      24010    
 
                                     1.00    Sep-91    1000.000      23600    
 
                                     1.00    Oct-91    1000.000      23500    
 
                                     1.00    Nov-91    1000.000      21980    
 
                16-Dec   13-Dec     21.29    Dec-91    1000.000      23360    
 
                                     1.00    Jan-92    1000.000      23810    
 
                                     1.00    Feb-92    1000.000      24810    
 
                                     1.00    Mar-92    1000.000      24050    
 
                                     1.00    Apr-92    1000.000      24860    
 
                                     1.00    May-92    1000.000      25240    
 
                                     1.00    Jun-92    1000.000      24680    
 
                                     1.00    Jul-92    1000.000      25670    
 
                10-Aug   07-Aug     22.93    Aug-92    1000.000      22680    
 
                                     1.00    Sep-92    1000.000      22750    
 
                                     1.00    Oct-92    1000.000      22740    
 
                                     1.00    Nov-92    1000.000      23880    
 
                14-Dec   11-Dec     22.88    Dec-92    1000.000      23460    
 
                                     1.00    Jan-93    1000.000      24270    
 
                                     1.00    Feb-93    1000.000      24330    
 
                                     1.00    Mar-93    1000.000      25350    
 
                                     1.00    Apr-93    1000.000      25350    
 
                                     1.00    May-93    1000.000      26230    
 
                                     1.00    Jun-93    1000.000      26460    
 
                                     1.00    Jul-93    1000.000      26710    
 
                09-Aug   06-Aug     25.85    Aug-93    1000.000      26610    
 
                                     1.00    Sep-93    1000.000      26680    
 
                                     1.00    Oct-93    1000.000      27680    
 
                                     1.00    Nov-93    1000.000      27570    
 
                13-Dec   10-Dec     26.63    Dec-93    1000.000      27150    
 
                                     1.00    Jan-94    1000.000      28860    
 
                                     1.00    Feb-94    1000.000      28510    
 
                                     1.00    Mar-94    1000.000      27120    
 
                                     1.00    Apr-94    1000.000      27930    
 
                                     1.00    May-94    1000.000      28130    
 
                                     1.00    Jun-94    1000.000      27300    
 
                                     1.00    Jul-94    1000.000      28190    
 
                                     1.00    Aug-94    1000.000      29480    
 
                                     1.00    Sep-94    1000.000      28550    
 
                                     1.00    Oct-94    1000.000      29170    
 
                                     1.00    Nov-94    1000.000      28240    
 
                12-Dec   09-Dec     24.22    Dec-94    1000.000      24820    
 
                                     1.00    Jan-95    1000.000      25080    
 
                                     1.00    Feb-95    1000.000      25900    
 
                                     1.00    Mar-95    1000.000      26600    
 
                                     1.00    Apr-95    1000.000      27570    
 
                                     1.00    May-95    1000.000      28810    
 
                                     1.00    Jun-95    1000.000      29780    
 
                                     1.00    Jul-95    1000.000      30800    
 
                                     1.00    Aug-95    1000.000      31070    
 
                                     1.00    Sep-95    1000.000      31720    
 
                                                                              
 
                                                                              
 
                                                                              
 
                                                                              
 
                                                 Value of Value of            
 
                                           Rep   Reinvst  Reinvst  Total      
 
              DIV     CGLONG   CGSHORT     NAV   Div      Cap GainsValue      
 
                                                                              
 
                                           10.00                      10000   
 
                                           10.13        0        0    10130   
 
                                           11.24        0        0    11240   
 
                                           12.32        0        0    12320   
 
                                           14.60        0        0    14600   
 
                                           15.28        0        0    15280   
 
                                           16.14        0        0    16140   
 
                                           16.53        0        0    16530   
 
                                           15.62        0        0    15620   
 
                         0.295             15.70        0      303    16003   
 
                                           14.78        0      285    15065   
 
                                           15.67        0      303    15973   
 
                                           15.98        0      309    16289   
 
                                           15.93        0      308    16238   
 
                                           17.87        0      345    18215   
 
                                           19.76        0      381    20141   
 
                                           19.95        0      385    20335   
 
                                           19.98        0      386    20366   
 
                                           20.12        0      388    20508   
 
                                           20.98        0      405    21385   
 
                                           22.20        0      429    22629   
 
                          1.89             21.46        0     2332    23792   
 
                                           20.86        0     2267    23127   
 
                                           15.23        0     1655    16885   
 
                                           13.98        0     1519    15499   
 
                 0.09     0.69             14.87      104     2410    17384   
 
                                           15.31      107     2481    17898   
 
                                           16.66      116     2700    19476   
 
                                           16.56      115     2684    19359   
 
                                           16.99      118     2754    19862   
 
                                           16.82      117     2726    19663   
 
                                           18.25      127     2958    21335   
 
                                           18.15      126     2942    21218   
 
                                           17.51      122     2838    20470   
 
                                           18.22      127     2953    21300   
 
                                           18.26      127     2960    21347   
 
                                           17.69      123     2867    20680   
 
                 0.18              0.39    17.69      335     3326    21351   
 
                                           19.17      363     3604    23137   
 
                                           18.79      356     3533    22678   
 
                                           19.03      360     3578    22968   
 
                                           20.13      381     3784    24296   
 
                                           21.40      405     4023    25828   
 
                                           20.64      391     3880    24911   
 
                                           21.88      414     4113    26408   
 
                 0.09     0.25     0.87    21.36      514     5378    27251   
 
                                           21.48      517     5408    27405   
 
                                           20.78      500     5232    26511   
 
                                           20.98      505     5282    26767   
 
                 0.27     0.08     0.80    19.99      830     6170    26990   
 
                                           18.69      776     5769    25235   
 
                                           19.04      790     5877    25707   
 
                                           19.51      810     6022    26342   
 
                                           18.91      785     5837    25532   
 
                                           21.07      875     6504    28448   
 
                                           21.11      876     6516    28502   
 
                                           20.36      845     6284    27490   
 
                 0.20     0.16             17.82      993     5703    24515   
 
                                           16.49      919     5277    22686   
 
                                           16.37      912     5239    22521   
 
                                           18.05     1005     5776    24832   
 
                 0.15                      18.97     1269     6071    26309   
 
                                           21.10     1411     6752    29263   
 
                                           22.75     1521     7280    31552   
 
                                           23.47     1569     7511    32550   
 
                                           23.93     1600     7658    33188   
 
                                           25.29     1691     8093    35074   
 
                                           23.50     1571     7520    32592   
 
                                           25.15     1682     8048    34880   
 
                 0.17     0.28     1.61    24.01     1849    10392    36251   
 
                                           23.60     1818    10214    35632   
 
                                           23.50     1810    10171    35481   
 
                                           21.98     1693     9513    33186   
 
                 0.17     0.28     0.72    23.36     2081    11767    37208   
 
                                           23.81     2121    11994    37925   
 
                                           24.81     2210    12497    39517   
 
                                           24.05     2142    12115    38307   
 
                                           24.86     2214    12523    39597   
 
                                           25.24     2248    12714    40202   
 
                                           24.68     2198    12432    39310   
 
                                           25.67     2286    12931    40887   
 
                 0.19     1.01     1.07    22.68     2319    14701    39701   
 
                                           22.75     2327    14747    39823   
 
                                           22.74     2326    14740    39806   
 
                                           23.88     2442    15479    41801   
 
                 0.17     0.45     0.44    23.46     2704    16804    42969   
 
                                           24.27     2798    17385    44452   
 
                                           24.33     2805    17428    44562   
 
                                           25.35     2922    18158    46430   
 
                                           25.35     2922    18158    46430   
 
                                           26.23     3024    18789    48042   
 
                                           26.46     3050    18953    48464   
 
                                           26.71     3079    19132    48921   
 
                 0.14     0.58     0.33    26.61     3331    20777    50718   
 
                                           26.68     3340    20831    50851   
 
                                           27.68     3465    21612    52757   
 
                                           27.57     3452    21526    52548   
 
                 0.12     0.59     0.70    27.15     3632    23705    54487   
 
                                           28.86     3861    25198    57919   
 
                                           28.51     3814    24892    57216   
 
                                           27.12     3628    23679    54427   
 
                                           27.93     3737    24386    56052   
 
                                           28.13     3763    24560    56454   
 
                                           27.30     3652    23836    54788   
 
                                           28.19     3771    24613    56574   
 
                                           29.48     3944    25739    59163   
 
                                           28.55     3820    24927    57297   
 
                                           29.17     3902    25469    58541   
 
                                           28.24     3778    24657    56675   
 
                 0.50     1.92     1.04    24.82     4349    27758    56927   
 
                                           25.08     4394    28049    57523   
 
                                           25.90     4538    28966    59404   
 
                                           26.60     4661    29749    61009   
 
                                           27.57     4831    30834    63234   
 
                                           28.81     5048    32220    66078   
 
                                           29.78     5218    33305    68303   
 
                                           30.80     5397    34446    70643   
 
                                           31.07     5444    34748    71262   
 
                                           31.72     5558    35475    72753   
 
                                                                              
 
                                                                              
 
                                                                              
 
                                                                              
 
          DividendsCap GainsCost of                                           
 
          Received Received Reinvst                                           
 
          in Cash  in Cash  Distrib                                           
 
                                                                              
 
                                                                              
 
                 0        0        0                                          
 
                 0        0        0                                          
 
                 0        0        0                                          
 
                 0        0        0                                          
 
                 0        0        0                                          
 
                 0        0        0                                          
 
                 0        0        0                                          
 
                 0        0        0                                          
 
                 0      295      295                                          
 
                 0      295      295                                          
 
                 0      295      295                                          
 
                 0      295      295                                          
 
                 0      295      295                                          
 
                 0      295      295                                          
 
                 0      295      295                                          
 
                 0      295      295                                          
 
                 0      295      295                                          
 
                 0      295      295                                          
 
                 0      295      295                                          
 
                 0      295      295                                          
 
                 0     2185     2221                                          
 
                 0     2185     2221                                          
 
                 0     2185     2221                                          
 
                 0     2185     2221                                          
 
                90     2875     3086                                          
 
                90     2875     3086                                          
 
                90     2875     3086                                          
 
                90     2875     3086                                          
 
                90     2875     3086                                          
 
                90     2875     3086                                          
 
                90     2875     3086                                          
 
                90     2875     3086                                          
 
                90     2875     3086                                          
 
                90     2875     3086                                          
 
                90     2875     3086                                          
 
                90     2875     3086                                          
 
               270     3265     3753                                          
 
               270     3265     3753                                          
 
               270     3265     3753                                          
 
               270     3265     3753                                          
 
               270     3265     3753                                          
 
               270     3265     3753                                          
 
               270     3265     3753                                          
 
               270     3265     3753                                          
 
               360     4385     5213                                          
 
               360     4385     5213                                          
 
               360     4385     5213                                          
 
               360     4385     5213                                          
 
               630     5265     6680                                          
 
               630     5265     6680                                          
 
               630     5265     6680                                          
 
               630     5265     6680                                          
 
               630     5265     6680                                          
 
               630     5265     6680                                          
 
               630     5265     6680                                          
 
               630     5265     6680                                          
 
               830     5425     7166                                          
 
               830     5425     7166                                          
 
               830     5425     7166                                          
 
               830     5425     7166                                          
 
               980     5425     7373                                          
 
               980     5425     7373                                          
 
               980     5425     7373                                          
 
               980     5425     7373                                          
 
               980     5425     7373                                          
 
               980     5425     7373                                          
 
               980     5425     7373                                          
 
               980     5425     7373                                          
 
              1150     7315    10230                                          
 
              1150     7315    10230                                          
 
              1150     7315    10230                                          
 
              1150     7315    10230                                          
 
              1320     8315    11996                                          
 
              1320     8315    11996                                          
 
              1320     8315    11996                                          
 
              1320     8315    11996                                          
 
              1320     8315    11996                                          
 
              1320     8315    11996                                          
 
              1320     8315    11996                                          
 
              1320     8315    11996                                          
 
              1510    10395    15612                                          
 
              1510    10395    15612                                          
 
              1510    10395    15612                                          
 
              1510    10395    15612                                          
 
              1680    11285    17467                                          
 
              1680    11285    17467                                          
 
              1680    11285    17467                                          
 
              1680    11285    17467                                          
 
              1680    11285    17467                                          
 
              1680    11285    17467                                          
 
              1680    11285    17467                                          
 
              1680    11285    17467                                          
 
              1820    12195    19390                                          
 
              1820    12195    19390                                          
 
              1820    12195    19390                                          
 
              1820    12195    19390                                          
 
              1940    13485    22078                                          
 
              1940    13485    22078                                          
 
              1940    13485    22078                                          
 
              1940    13485    22078                                          
 
              1940    13485    22078                                          
 
              1940    13485    22078                                          
 
              1940    13485    22078                                          
 
              1940    13485    22078                                          
 
              1940    13485    22078                                          
 
              1940    13485    22078                                          
 
              1940    13485    22078                                          
 
              1940    13485    22078                                          
 
              2440    16445    29022                                          
 
              2440    16445    29022                                          
 
              2440    16445    29022                                          
 
              2440    16445    29022                                          
 
              2440    16445    29022                                          
 
              2440    16445    29022                                          
 
              2440    16445    29022                                          
 
              2440    16445    29022                                          
 
              2440    16445    29022                                          
 
              2440    16445    29022                                          
 

 
 
          Destiny I                          
 
          Date        Factor     Adjusted    
 
            06-Jan-95   1.000000    14.74    
 
            09-Jan-95   1.000000    14.76    
 
            10-Jan-95   1.000000    14.77    
 
            11-Jan-95   1.000000    14.74    
 
            12-Jan-95   1.000000    14.68    
 
            13-Jan-95   1.000000    14.84    
 
            16-Jan-95   1.000000    14.92    
 
            17-Jan-95   1.000000    14.91    
 
            18-Jan-95   1.000000    14.90    
 
            19-Jan-95   1.000000    14.78    
 
            20-Jan-95   1.000000    14.67    
 
            23-Jan-95   1.000000    14.70    
 
            24-Jan-95   1.000000    14.73    
 
            25-Jan-95   1.000000    14.73    
 
            26-Jan-95   1.000000    14.73    
 
            27-Jan-95   1.000000    14.82    
 
            30-Jan-95   1.000000    14.72    
 
            31-Jan-95   1.000000    14.75    
 
            01-Feb-95   1.000000    14.81    
 
            02-Feb-95   1.000000    14.88    
 
            03-Feb-95   1.000000    15.06    
 
            06-Feb-95   1.000000    15.11    
 
            07-Feb-95   1.000000    15.06    
 
            08-Feb-95   1.000000    15.10    
 
            09-Feb-95   1.000000    15.11    
 
            10-Feb-95   1.000000    15.14    
 
            13-Feb-95   1.000000    15.13    
 
            14-Feb-95   1.000000    15.20    
 
            15-Feb-95   1.000000    15.24    
 
            16-Feb-95   1.000000    15.23    
 
            17-Feb-95   1.000000    15.12    
 
            20-Feb-95   1.000000       NA    
 
            21-Feb-95   1.000000    15.13    
 
            22-Feb-95   1.000000    15.22    
 
            23-Feb-95   1.000000    15.27    
 
            24-Feb-95   1.000000    15.26    
 
            27-Feb-95   1.000000    15.14    
 
            28-Feb-95   1.000000    15.25    
 
            01-Mar-95   1.000000    15.18    
 
            02-Mar-95   1.000000    15.16    
 
            03-Mar-95   1.000000    15.18    
 
            06-Mar-95   1.000000    15.13    
 
            07-Mar-95   1.000000    15.02    
 
            08-Mar-95   1.000000    15.05    
 
            09-Mar-95   1.000000    15.10    
 
            10-Mar-95   1.000000    15.22    
 
            13-Mar-95   1.000000    15.27    
 
            14-Mar-95   1.000000    15.34    
 
            15-Mar-95   1.000000    15.34    
 
            16-Mar-95   1.000000    15.41    
 
            17-Mar-95   1.000000    15.37    
 
            20-Mar-95   1.000000    15.39    
 
            21-Mar-95   1.000000    15.37    
 
            22-Mar-95   1.000000    15.39    
 
            23-Mar-95   1.000000    15.42    
 
            24-Mar-95   1.000000    15.61    
 
            27-Mar-95   1.000000    15.73    
 
            28-Mar-95   1.000000    15.75    
 
            29-Mar-95   1.000000    15.77    
 
            30-Mar-95   1.000000    15.77    
 
            31-Mar-95   1.000000    15.68    
 
            03-Apr-95   1.000000    15.71    
 
            04-Apr-95   1.000000    15.72    
 
            05-Apr-95   1.000000    15.75    
 
            06-Apr-95   1.000000    15.74    
 
            07-Apr-95   1.000000    15.75    
 
            10-Apr-95   1.000000    15.82    
 
            11-Apr-95   1.000000    15.78    
 
            12-Apr-95   1.000000    15.93    
 
            13-Apr-95   1.000000    15.99    
 
            14-Apr-95   1.000000       NA    
 
            17-Apr-95   1.000000    15.97    
 
            18-Apr-95   1.000000    15.91    
 
            19-Apr-95   1.000000    15.88    
 
            20-Apr-95   1.000000    15.95    
 
            21-Apr-95   1.000000    16.02    
 
            24-Apr-95   1.000000    16.14    
 
            25-Apr-95   1.000000    16.18    
 
            26-Apr-95   1.000000    16.20    
 
            27-Apr-95   1.000000    16.22    
 
            28-Apr-95   1.000000    16.27    
 
            01-May-95   1.000000    16.25    
 
            02-May-95   1.000000    16.25    
 
            03-May-95   1.000000    16.44    
 
            04-May-95   1.000000    16.40    
 
            05-May-95   1.000000    16.44    
 
            08-May-95   1.000000    16.54    
 
            09-May-95   1.000000    16.59    
 
            10-May-95   1.000000    16.68    
 
            11-May-95   1.000000    16.67    
 
            12-May-95   1.000000    16.74    
 
            15-May-95   1.000000    16.86    
 
            16-May-95   1.000000    16.90    
 
            17-May-95   1.000000    16.87    
 
            18-May-95   1.000000    16.67    
 
            19-May-95   1.000000    16.65    
 
            22-May-95   1.000000    16.79    
 
            23-May-95   1.000000    16.94    
 
            24-May-95   1.000000    16.98    
 
            25-May-95   1.000000    16.98    
 
            26-May-95   1.000000    16.83    
 
            29-May-95   1.000000       NA    
 
            30-May-95   1.000000    16.79    
 
            31-May-95   1.000000    17.03    
 
            01-Jun-95   1.000000    17.10    
 
            02-Jun-95   1.000000    17.16    
 
            05-Jun-95   1.000000    17.28    
 
            06-Jun-95   1.000000    17.31    
 
            07-Jun-95   1.000000    17.21    
 
            08-Jun-95   1.000000    17.14    
 
            09-Jun-95   1.000000    16.98    
 
            12-Jun-95   1.000000    17.09    
 
            13-Jun-95   1.000000    17.27    
 
            14-Jun-95   1.000000    17.30    
 
            15-Jun-95   1.000000    17.31    
 
            16-Jun-95   1.000000    17.34    
 
            19-Jun-95   1.000000    17.60    
 
            20-Jun-95   1.000000    17.68    
 
            21-Jun-95   1.000000    17.66    
 
            22-Jun-95   1.000000    17.82    
 
            23-Jun-95   1.000000    17.79    
 
            26-Jun-95   1.000000    17.62    
 
            27-Jun-95   1.000000    17.51    
 
            28-Jun-95   1.000000    17.58    
 
            29-Jun-95   1.000000    17.57    
 
            30-Jun-95   1.000000    17.61    
 
            03-Jul-95   1.000000    17.68    
 
            04-Jul-95   1.000000       NA    
 
            05-Jul-95   1.000000    17.73    
 
            06-Jul-95   1.000000    18.03    
 
            07-Jul-95   1.000000    18.28    
 
            10-Jul-95   1.000000    18.33    
 
            11-Jul-95   1.000000    18.21    
 
            12-Jul-95   1.000000    18.43    
 
            13-Jul-95   1.000000    18.43    
 
            14-Jul-95   1.000000    18.39    
 
            17-Jul-95   1.000000    18.47    
 
            18-Jul-95   1.000000    18.27    
 
            19-Jul-95   1.000000    17.83    
 
            20-Jul-95   1.000000    18.03    
 
            21-Jul-95   1.000000    17.96    
 
            24-Jul-95   1.000000    18.14    
 
            25-Jul-95   1.000000    18.31    
 
            26-Jul-95   1.000000    18.33    
 
            27-Jul-95   1.000000    18.42    
 
            28-Jul-95   1.000000    18.30    
 
            31-Jul-95   1.000000    18.24    
 
            01-Aug-95   1.000000    18.08    
 
            02-Aug-95   1.000000    18.09    
 
            03-Aug-95   1.000000    18.13    
 
            04-Aug-95   1.000000    18.18    
 
            07-Aug-95   1.000000    18.22    
 
            08-Aug-95   1.000000    18.28    
 
            09-Aug-95   1.000000    18.27    
 
            10-Aug-95   1.000000    18.22    
 
            11-Aug-95   1.000000    18.16    
 
            14-Aug-95   1.000000    18.30    
 
            15-Aug-95   1.000000    18.31    
 
            16-Aug-95   1.000000    18.44    
 
            17-Aug-95   1.000000    18.42    
 
            18-Aug-95   1.000000    18.37    
 
            21-Aug-95   1.000000    18.25    
 
            22-Aug-95   1.000000    18.28    
 
            23-Aug-95   1.000000    18.18    
 
            24-Aug-95   1.000000    18.18    
 
            25-Aug-95   1.000000    18.25    
 
            28-Aug-95   1.000000    18.18    
 
            29-Aug-95   1.000000    18.26    
 
            30-Aug-95   1.000000    18.30    
 
            31-Aug-95   1.000000    18.40    
 
            01-Sep-95   1.000000    18.49    
 
            04-Sep-95   1.000000       NA    
 
            05-Sep-95   1.000000    18.72    
 
            06-Sep-95   1.000000    18.73    
 
            07-Sep-95   1.000000    18.75    
 
            08-Sep-95   1.000000    18.81    
 
            11-Sep-95   1.000000    18.85    
 
            12-Sep-95   1.000000    18.87    
 
            13-Sep-95   1.000000    18.85    
 
            14-Sep-95   1.000000    18.93    
 
            15-Sep-95   1.000000    18.92    
 
            18-Sep-95   1.000000    18.88    
 
            19-Sep-95   1.000000    18.93    
 
            20-Sep-95   1.000000    19.05    
 
            21-Sep-95   1.000000    18.84    
 
            22-Sep-95   1.000000    18.69    
 
            25-Sep-95   1.000000    18.63    
 
            26-Sep-95   1.000000    18.64    
 
            27-Sep-95   1.000000    18.59    
 
            28-Sep-95   1.000000    18.82    
 
            29-Sep-95   1.000000    18.78    
 
          Destiny II                         
 
          Date         Factor     Adj. Nav   
 
             06-Jan-95   1.000000    25.03   
 
             09-Jan-95   1.000000    25.08   
 
             10-Jan-95   1.000000    25.10   
 
             11-Jan-95   1.000000    25.05   
 
             12-Jan-95   1.000000    24.95   
 
             13-Jan-95   1.000000    25.21   
 
             16-Jan-95   1.000000    25.35   
 
             17-Jan-95   1.000000    25.33   
 
             18-Jan-95   1.000000    25.30   
 
             19-Jan-95   1.000000    25.12   
 
             20-Jan-95   1.000000    24.92   
 
             23-Jan-95   1.000000    24.99   
 
             24-Jan-95   1.000000    25.03   
 
             25-Jan-95   1.000000    25.02   
 
             26-Jan-95   1.000000    25.03   
 
             27-Jan-95   1.000000    25.19   
 
             30-Jan-95   1.000000    25.02   
 
             31-Jan-95   1.000000    25.08   
 
             01-Feb-95   1.000000    25.17   
 
             02-Feb-95   1.000000    25.28   
 
             03-Feb-95   1.000000    25.60   
 
             06-Feb-95   1.000000    25.66   
 
             07-Feb-95   1.000000    25.59   
 
             08-Feb-95   1.000000    25.66   
 
             09-Feb-95   1.000000    25.66   
 
             10-Feb-95   1.000000    25.73   
 
             13-Feb-95   1.000000    25.72   
 
             14-Feb-95   1.000000    25.83   
 
             15-Feb-95   1.000000    25.89   
 
             16-Feb-95   1.000000    25.89   
 
             17-Feb-95   1.000000    25.70   
 
             20-Feb-95   1.000000       NA   
 
             21-Feb-95   1.000000    25.72   
 
             22-Feb-95   1.000000    25.86   
 
             23-Feb-95   1.000000    25.92   
 
             24-Feb-95   1.000000    25.92   
 
             27-Feb-95   1.000000    25.72   
 
             28-Feb-95   1.000000    25.90   
 
             01-Mar-95   1.000000    25.76   
 
             02-Mar-95   1.000000    25.74   
 
             03-Mar-95   1.000000    25.77   
 
             06-Mar-95   1.000000    25.69   
 
             07-Mar-95   1.000000    25.50   
 
             08-Mar-95   1.000000    25.56   
 
             09-Mar-95   1.000000    25.64   
 
             10-Mar-95   1.000000    25.83   
 
             13-Mar-95   1.000000    25.93   
 
             14-Mar-95   1.000000    26.04   
 
             15-Mar-95   1.000000    26.04   
 
             16-Mar-95   1.000000    26.15   
 
             17-Mar-95   1.000000    26.09   
 
             20-Mar-95   1.000000    26.12   
 
             21-Mar-95   1.000000    26.08   
 
             22-Mar-95   1.000000    26.11   
 
             23-Mar-95   1.000000    26.16   
 
             24-Mar-95   1.000000    26.49   
 
             27-Mar-95   1.000000    26.69   
 
             28-Mar-95   1.000000    26.72   
 
             29-Mar-95   1.000000    26.74   
 
             30-Mar-95   1.000000    26.75   
 
             31-Mar-95   1.000000    26.60   
 
             03-Apr-95   1.000000    26.66   
 
             04-Apr-95   1.000000    26.66   
 
             05-Apr-95   1.000000    26.71   
 
             06-Apr-95   1.000000    26.70   
 
             07-Apr-95   1.000000    26.71   
 
             10-Apr-95   1.000000    26.83   
 
             11-Apr-95   1.000000    26.75   
 
             12-Apr-95   1.000000    27.02   
 
             13-Apr-95   1.000000    27.10   
 
             14-Apr-95   1.000000       NA   
 
             17-Apr-95   1.000000    27.08   
 
             18-Apr-95   1.000000    26.97   
 
             19-Apr-95   1.000000    26.91   
 
             20-Apr-95   1.000000    27.03   
 
             21-Apr-95   1.000000    27.15   
 
             24-Apr-95   1.000000    27.36   
 
             25-Apr-95   1.000000    27.41   
 
             26-Apr-95   1.000000    27.45   
 
             27-Apr-95   1.000000    27.49   
 
             28-Apr-95   1.000000    27.57   
 
             01-May-95   1.000000    27.52   
 
             02-May-95   1.000000    27.54   
 
             03-May-95   1.000000    27.84   
 
             04-May-95   1.000000    27.78   
 
             05-May-95   1.000000    27.84   
 
             08-May-95   1.000000    28.02   
 
             09-May-95   1.000000    28.11   
 
             10-May-95   1.000000    28.22   
 
             11-May-95   1.000000    28.21   
 
             12-May-95   1.000000    28.32   
 
             15-May-95   1.000000    28.52   
 
             16-May-95   1.000000    28.59   
 
             17-May-95   1.000000    28.54   
 
             18-May-95   1.000000    28.20   
 
             19-May-95   1.000000    28.18   
 
             22-May-95   1.000000    28.40   
 
             23-May-95   1.000000    28.67   
 
             24-May-95   1.000000    28.73   
 
             25-May-95   1.000000    28.73   
 
             26-May-95   1.000000    28.47   
 
             29-May-95   1.000000       NA   
 
             30-May-95   1.000000    28.40   
 
             31-May-95   1.000000    28.81   
 
             01-Jun-95   1.000000    28.94   
 
             02-Jun-95   1.000000    29.05   
 
             05-Jun-95   1.000000    29.24   
 
             06-Jun-95   1.000000    29.29   
 
             07-Jun-95   1.000000    29.11   
 
             08-Jun-95   1.000000    29.01   
 
             09-Jun-95   1.000000    28.74   
 
             12-Jun-95   1.000000    28.92   
 
             13-Jun-95   1.000000    29.22   
 
             14-Jun-95   1.000000    29.26   
 
             15-Jun-95   1.000000    29.29   
 
             16-Jun-95   1.000000    29.33   
 
             19-Jun-95   1.000000    29.76   
 
             20-Jun-95   1.000000    29.91   
 
             21-Jun-95   1.000000    29.86   
 
             22-Jun-95   1.000000    30.14   
 
             23-Jun-95   1.000000    30.09   
 
             26-Jun-95   1.000000    29.80   
 
             27-Jun-95   1.000000    29.63   
 
             28-Jun-95   1.000000    29.74   
 
             29-Jun-95   1.000000    29.72   
 
             30-Jun-95   1.000000    29.78   
 
             03-Jul-95   1.000000    29.90   
 
             04-Jul-95   1.000000       NA   
 
             05-Jul-95   1.000000    29.98   
 
             06-Jul-95   1.000000    30.49   
 
             07-Jul-95   1.000000    30.88   
 
             10-Jul-95   1.000000    30.96   
 
             11-Jul-95   1.000000    30.77   
 
             12-Jul-95   1.000000    31.12   
 
             13-Jul-95   1.000000    31.11   
 
             14-Jul-95   1.000000    31.06   
 
             17-Jul-95   1.000000    31.19   
 
             18-Jul-95   1.000000    30.86   
 
             19-Jul-95   1.000000    30.16   
 
             20-Jul-95   1.000000    30.47   
 
             21-Jul-95   1.000000    30.36   
 
             24-Jul-95   1.000000    30.67   
 
             25-Jul-95   1.000000    30.93   
 
             26-Jul-95   1.000000    30.96   
 
             27-Jul-95   1.000000    31.10   
 
             28-Jul-95   1.000000    30.90   
 
             31-Jul-95   1.000000    30.80   
 
             01-Aug-95   1.000000    30.54   
 
             02-Aug-95   1.000000    30.56   
 
             03-Aug-95   1.000000    30.63   
 
             04-Aug-95   1.000000    30.70   
 
             07-Aug-95   1.000000    30.76   
 
             08-Aug-95   1.000000    30.86   
 
             09-Aug-95   1.000000    30.85   
 
             10-Aug-95   1.000000    30.77   
 
             11-Aug-95   1.000000    30.68   
 
             14-Aug-95   1.000000    30.91   
 
             15-Aug-95   1.000000    30.95   
 
             16-Aug-95   1.000000    31.14   
 
             17-Aug-95   1.000000    31.12   
 
             18-Aug-95   1.000000    31.03   
 
             21-Aug-95   1.000000    30.83   
 
             22-Aug-95   1.000000    30.88   
 
             23-Aug-95   1.000000    30.71   
 
             24-Aug-95   1.000000    30.71   
 
             25-Aug-95   1.000000    30.82   
 
             28-Aug-95   1.000000    30.71   
 
             29-Aug-95   1.000000    30.84   
 
             30-Aug-95   1.000000    30.91   
 
             31-Aug-95   1.000000    31.07   
 
             01-Sep-95   1.000000    31.23   
 
             04-Sep-95   1.000000       NA   
 
             05-Sep-95   1.000000    31.59   
 
             06-Sep-95   1.000000    31.62   
 
             07-Sep-95   1.000000    31.66   
 
             08-Sep-95   1.000000    31.76   
 
             11-Sep-95   1.000000    31.82   
 
             12-Sep-95   1.000000    31.85   
 
             13-Sep-95   1.000000    31.82   
 
             14-Sep-95   1.000000    31.96   
 
             15-Sep-95   1.000000    31.94   
 
             18-Sep-95   1.000000    31.87   
 
             19-Sep-95   1.000000    31.96   
 
             20-Sep-95   1.000000    32.15   
 
             21-Sep-95   1.000000    31.82   
 
             22-Sep-95   1.000000    31.56   
 
             25-Sep-95   1.000000    31.46   
 
             26-Sep-95   1.000000    31.49   
 
             27-Sep-95   1.000000    31.42   
 
             28-Sep-95   1.000000    31.79   
 
             29-Sep-95   1.000000    31.72   
 


<TABLE> <S> <C>
 
 
<ARTICLE> 6 
<CIK> 0000035331
<NAME> Fidelity Destiny Portfolios
<SERIES>
 <NUMBER> 11
 <NAME> Fidelity Destiny Portfolio I
<MULTIPLIER> 1,000
       
<S>
<C>
<PERIOD-TYPE>                 year          
 
<FISCAL-YEAR-END>             sep-30-1995   
 
<PERIOD-END>                  sep-30-1995   
 
<INVESTMENTS-AT-COST>         2,964,242     
 
<INVESTMENTS-AT-VALUE>        4,009,255     
 
<RECEIVABLES>                 72,587        
 
<ASSETS-OTHER>                0             
 
<OTHER-ITEMS-ASSETS>          0             
 
<TOTAL-ASSETS>                4,081,842     
 
<PAYABLE-FOR-SECURITIES>      24,832        
 
<SENIOR-LONG-TERM-DEBT>       0             
 
<OTHER-ITEMS-LIABILITIES>     3,621         
 
<TOTAL-LIABILITIES>           28,453        
 
<SENIOR-EQUITY>               0             
 
<PAID-IN-CAPITAL-COMMON>      2,803,784     
 
<SHARES-COMMON-STOCK>         215,781       
 
<SHARES-COMMON-PRIOR>         184,897       
 
<ACCUMULATED-NII-CURRENT>     67,129        
 
<OVERDISTRIBUTION-NII>        0             
 
<ACCUMULATED-NET-GAINS>       137,499       
 
<OVERDISTRIBUTION-GAINS>      0             
 
<ACCUM-APPREC-OR-DEPREC>      1,044,977     
 
<NET-ASSETS>                  4,053,389     
 
<DIVIDEND-INCOME>             68,076        
 
<INTEREST-INCOME>             39,214        
 
<OTHER-INCOME>                0             
 
<EXPENSES-NET>                24,181        
 
<NET-INVESTMENT-INCOME>       83,109        
 
<REALIZED-GAINS-CURRENT>      163,215       
 
<APPREC-INCREASE-CURRENT>     634,757       
 
<NET-CHANGE-FROM-OPS>         881,081       
 
<EQUALIZATION>                0             
 
<DISTRIBUTIONS-OF-INCOME>     62,952        
 
<DISTRIBUTIONS-OF-GAINS>      468,451       
 
<DISTRIBUTIONS-OTHER>         0             
 
<NUMBER-OF-SHARES-SOLD>       8,282         
 
<NUMBER-OF-SHARES-REDEEMED>   12,689        
 
<SHARES-REINVESTED>           35,292        
 
<NET-CHANGE-IN-ASSETS>        780,149       
 
<ACCUMULATED-NII-PRIOR>       43,805        
 
<ACCUMULATED-GAINS-PRIOR>     461,396       
 
<OVERDISTRIB-NII-PRIOR>       0             
 
<OVERDIST-NET-GAINS-PRIOR>    0             
 
<GROSS-ADVISORY-FEES>         23,124        
 
<INTEREST-EXPENSE>            0             
 
<GROSS-EXPENSE>               24,181        
 
<AVERAGE-NET-ASSETS>          3,539,705     
 
<PER-SHARE-NAV-BEGIN>         17.700        
 
<PER-SHARE-NII>               .410          
 
<PER-SHARE-GAIN-APPREC>       3.540         
 
<PER-SHARE-DIVIDEND>          .340          
 
<PER-SHARE-DISTRIBUTIONS>     2.530         
 
<RETURNS-OF-CAPITAL>          0             
 
<PER-SHARE-NAV-END>           18.780        
 
<EXPENSE-RATIO>               68            
 
<AVG-DEBT-OUTSTANDING>        0             
 
<AVG-DEBT-PER-SHARE>          0             
 
        


<TABLE> <S> <C>
 
 
<ARTICLE> 6 
<CIK> 0000035331
<NAME> Fidelity Destiny Portfolios
<SERIES>
 <NUMBER> 21
 <NAME> Fidelity Destiny Portfolio II
<MULTIPLIER> 1,000
       
<S>
<C>
<PERIOD-TYPE>                 year          
 
<FISCAL-YEAR-END>             sep-30-1995   
 
<PERIOD-END>                  sep-30-1995   
 
<INVESTMENTS-AT-COST>         1,582,465     
 
<INVESTMENTS-AT-VALUE>        2,019,660     
 
<RECEIVABLES>                 29,963        
 
<ASSETS-OTHER>                124           
 
<OTHER-ITEMS-ASSETS>          0             
 
<TOTAL-ASSETS>                2,049,747     
 
<PAYABLE-FOR-SECURITIES>      16,093        
 
<SENIOR-LONG-TERM-DEBT>       0             
 
<OTHER-ITEMS-LIABILITIES>     1,892         
 
<TOTAL-LIABILITIES>           17,985        
 
<SENIOR-EQUITY>               0             
 
<PAID-IN-CAPITAL-COMMON>      1,515,176     
 
<SHARES-COMMON-STOCK>         64,051        
 
<SHARES-COMMON-PRIOR>         50,341        
 
<ACCUMULATED-NII-CURRENT>     32,077        
 
<OVERDISTRIBUTION-NII>        0             
 
<ACCUMULATED-NET-GAINS>       47,316        
 
<OVERDISTRIBUTION-GAINS>      0             
 
<ACCUM-APPREC-OR-DEPREC>      437,193       
 
<NET-ASSETS>                  2,031,762     
 
<DIVIDEND-INCOME>             31,542        
 
<INTEREST-INCOME>             21,093        
 
<OTHER-INCOME>                0             
 
<EXPENSES-NET>                13,450        
 
<NET-INVESTMENT-INCOME>       39,185        
 
<REALIZED-GAINS-CURRENT>      59,622        
 
<APPREC-INCREASE-CURRENT>     320,528       
 
<NET-CHANGE-FROM-OPS>         419,335       
 
<EQUALIZATION>                0             
 
<DISTRIBUTIONS-OF-INCOME>     25,870        
 
<DISTRIBUTIONS-OF-GAINS>      153,115       
 
<DISTRIBUTIONS-OTHER>         0             
 
<NUMBER-OF-SHARES-SOLD>       9,406         
 
<NUMBER-OF-SHARES-REDEEMED>   3,016         
 
<SHARES-REINVESTED>           7,320         
 
<NET-CHANGE-IN-ASSETS>        594,588       
 
<ACCUMULATED-NII-PRIOR>       17,190        
 
<ACCUMULATED-GAINS-PRIOR>     148,438       
 
<OVERDISTRIB-NII-PRIOR>       0             
 
<OVERDIST-NET-GAINS-PRIOR>    0             
 
<GROSS-ADVISORY-FEES>         12,533        
 
<INTEREST-EXPENSE>            0             
 
<GROSS-EXPENSE>               13,450        
 
<AVERAGE-NET-ASSETS>          1,681,965     
 
<PER-SHARE-NAV-BEGIN>         28.550        
 
<PER-SHARE-NII>               .660          
 
<PER-SHARE-GAIN-APPREC>       5.970         
 
<PER-SHARE-DIVIDEND>          .500          
 
<PER-SHARE-DISTRIBUTIONS>     2.960         
 
<RETURNS-OF-CAPITAL>          0             
 
<PER-SHARE-NAV-END>           31.720        
 
<EXPENSE-RATIO>               80            
 
<AVG-DEBT-OUTSTANDING>        0             
 
<AVG-DEBT-PER-SHARE>          0             
 
        



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