FIDELITY DESTINY PORTFOLIOS
N-30D, 1995-06-29
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FIDELITY
DESTINY
PORTFOLIOS:
DESTINY I
DESTINY II
Semiannual Report
March 31, 1995
Printed on recycled paper
FIDELITY
DESTINY
PORTFOLIOS:
DESTINY I
DESTINY II
82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109
INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA
INVESTMENT SUB-ADVISERS
Fidelity Management & Research 
 (U.K.) Inc. (FMR U.K.)
 London, England
Fidelity Management & Research
 (Far East) Inc. (FMR Far East)
 Tokyo, Japan
OFFICERS
Edward C. Johnson 3d, PRESIDENT
J. Gary Burkhead, SENIOR VICE PRESIDENT
George A. Vanderheiden, VICE PRESIDENT
Arthur S. Loring, SECRETARY
Stephen P. Jonas, TREASURER
John H. Costello, ASSISTANT TREASURER
Leonard M. Rush, ASSISTANT TREASURER
Robert H. Morrison, MANAGER, SECURITY TRANSACTIONS
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
GENERAL DISTRIBUTION AGENT
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Co.
Boston, MA
CUSTODIAN
The Chase Manhattan Bank, N.A.
New York, NY
 I.BD-DESSA-595
6i
 
 
AN INTERVIEW WITH 
GEORGE A. VANDERHEIDEN,
PORTFOLIO MANAGER OF
FIDELITY DESTINY PORTFOLIOS
Q. GEORGE, HOW HAVE THE FUNDS PERFORMED?
A. For the six months ended March 31, 1995, Destiny I was up 6.44% and
Destiny II was up 6.48%. The S&P returned 9.72% for the same time period.
Because of declining market breadth and the underweighting of the funds in
consumer non-durable stocks such as Coca-Cola, Disney, Gillette and
McDonalds, the portfolios trailed the market.
Q. WHAT IS A DECLINE IN MARKET BREADTH AND WHY DOES IT HURT PERFORMANCE?
A. Market breadth measures the number of stocks advancing versus those
falling. Declining market breadth occurs when more stocks are declining
than advancing. Although market breadth declined over the past six months,
it wasn't obvious to the casual observer because the major market averages
such as the Dow Jones and the S&P 500 rose. Rising interest rates and
recent financial crises caused portfolio managers to take shelter in
larger, liquid, high quality stocks and sell everything else. I call it an
iceberg market. The portion that's clearly visible bears little resemblance
to the remainder. The Destiny portfolios consist of over 200 stocks. When
the market is being led by a small number of stocks while the majority are
falling, the funds typically underperform. Fortunately, periods of
declining market breadth aren't prolonged affairs and I expect breadth to
improve this year.
Q. WHAT ARE SOME OF THE FUNDS' GROWTH POSITIONS?
A. In the technology sector the funds have important positions in personal
computer stocks including Compaq, Intel and Microsoft. Compaq is among the
lowest cost manufacturers of personal computers, and has rapidly grown
market share over the past few years. It has a debt-free balance sheet and
is selling at a modest price-earnings ratio of 10 times trailing earnings
versus the S&P 500 ratio of 16 times. While Compaq assembles the PC, Intel
makes the brains of the machine - the microprocessor. Intel is now
distributing its fifth 
generation of microprocessors, the Pentium, and it should provide a boost
to earnings. As Intel is the dominant supplier of microprocessors,
Microsoft is the dominant supplier of PC software. Other important growth
positions include Fannie Mae, which I've talked about in prior reports;
Vodafone, the largest cellular phone company outside North America;
Motorola, the largest supplier of cellular equipment; and Wal-Mart.
Q. WHAT OTHER OPPORTUNITIES HAVE YOU FOUND?
A. I lately have re-acquired a large position in two auto stocks, GM and
Chrysler. The stocks have declined by 40% over the past year and are
already anticipating a decline in auto sales. If this economic cycle does
in fact turn into an extended cycle like I think it will, auto sales will
plateau at a high level and the autos should be able to generate
substantial excess cash flow over the next two years. They will use this
cash to increase dividends and repurchase stock. I also have been buying
banks having excess capital, high yields, and low price- to-earnings
ratios. The fund's large position in Shawmut National Bank has done well
due to the pending acquisition by Fleet Financial. I also added to Fleet
when the stock price was in the low 30s - due to its high dividend yield of
nearly 5%. It's low multiple and excess capital will allow it to repurchase
stock once the acquisition of Shawmut is consummated.
Q. WHY HAVE YOU INCREASED THE FUNDS' HOLDING IN BONDS?
A. I put about 12% of the funds' assets into Treasuries as yields got close
to 8% and kept buying as they went through 8%. I believe the economy is on
the cusp of a slowdown with housing turning down, auto sales soft, and
retail sales sputtering. Falling interest rates usually accompany a slowing
economy and falling interest rates lead to higher bond prices.
Q. WERE THE FUNDS HURT BY THE SHARP CORRECTION IN LATIN AMERICAN STOCKS?
A. Fortunately, the funds did not own any Latin American securities when
the Mexican crisis unfolded, as I felt the valuation levels of those
markets were too high. After the stocks suffered declines of 50% - 60%, I
became interested and initiated positions in Telmex, Telefonica de
Argentina, Telecom Argentina and Telebras, which are the dominant telephone
companies of Mexico, Argentina and Brazil. If the stock prices remain low,
I will continue to add them.
Q. SOME MARKET COMMENTATORS SAY THAT THE MARKET IS DANGEROUSLY HIGH,
SELLING AT 37 TIMES DIVIDENDS. THE ONLY OTHER TIMES THIS HAPPENED WERE IN
1973 AND 1987, AND WERE FOLLOWED BY LARGE DECLINES. HOW DO YOU FEEL ABOUT
THIS AND WHAT'S YOUR OUTLOOK?
A. I admit dividend yields are low and this is troublesome - troublesome if
you only look at dividend yields. The truth of the matter is that dividends
are paid out of earnings and earnings are very healthy. Over the past 70
years, companies have paid out 40% - 60% of their earnings in dividends,
averaging about 55% in recent years. The current dividend payout rate is
about 41% - at the bottom of the range. The other two periods when the
dividend yield was low, 1973 and 1987, payout ratios were in the 50% area
and are not comparable to current payout ratios. Instead of using excess
earnings to reward shareholders with larger dividends, corporations are
using the cash to enhance shareholder value by repurchasing their stocks.
Yes, dividend yields are low, but price earnings ratios are also low. As
long as earnings continue to grow, I'm not overly worried about the
dividend yield. Remember, it's a market of stocks, and opportunities are
always available as long as one chooses to seek them out. 
PERFORMANCE UPDATE - DESTINY I
$10,000 OVER 10 YEARS
 
$50,248
$38,549
'95
$10,000 OVER 10 YEARS:  LET'S SAY YOU INVESTED $10,000 IN DESTINY I FUND ON
MARCH 31, 1985. BY MARCH 31, 1995, THE VALUE OF YOUR INVESTMENT WOULD HAVE
GROWN TO $50,248 - A 402.48% 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 $38,549 - A
285.49% INCREASE.
CUMULATIVE TOTAL RETURNS                          
FOR THE PERIOD ENDED MARCH 31, 1995               
 
                                Past 6   One     Five     Ten      
                                mont     Year    Years    Years    
                                hs                                 
 
DESTINY I FUND                  6.44     12.28   123.82   402.48   
                                %        %       %        %        
 
S&P 500(registered trademark)   9.72     15.57   71.70    285.49   
                                %        %       %        %        
 
AVERAGE ANNUAL TOTAL RETURNS                      
FOR THE PERIOD ENDED MARCH 31, 1995               
 
               One Year   Five     Ten      
                          Years    Years    
 
DESTINY I      12.28%     17.48%   17.52%   
FUND                                        
 
$50/MONTH                                   
15-YEAR PLAN   -46.33%    13.25%   15.98%   
 
 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 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
 
$61,009
$32,210
'95
$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 MARCH 31, 1995, THE
VALUE OF YOUR INVESTMENT WOULD HAVE GROWN TO $61,009 - A 510.09% 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 $32,210 -  A 222.10% INCREASE.
CUMULATIVE TOTAL RETURNS                          
FOR THE PERIOD ENDED MARCH 31, 1995               
 
                                Past 6   One     Five     Life of   
                                mont     Year    Years    Fund*     
                                hs                                  
 
DESTINY II FUND                 6.48     12.09   131.61   510.09    
                                %        %       %        %         
 
S&P 500(registered trademark)   9.72     15.57   71.70    222.10    
                                %        %       %        %         
 
AVERAGE ANNUAL TOTAL RETURNS                      
FOR THE PERIOD ENDED MARCH 31, 1995               
 
                                   Life of    
               One Year   Five     Fund/Pla   
                          Years    n*         
 
DESTINY II     12.09%     18.29%   21.57%     
FUND                                          
 
$50/MONTH                                     
15-YEAR PLAN   -46.42%    14.02%   19.81%     
 
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 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 MARCH 31, 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
AS OF MARCH 31, 1995 AS OF SEPTEMBER 30, 1994
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.
 
Federal National Mortgage Association
Philip Morris Companies, Inc.
Intel Corp.
Compaq Computer Corp.
Chrysler Corp.
International Business Machines Corp.
Motorola, Inc.
Vodafone Group PLC sponsored ADR
Pfizer, Inc.
British Petroleum PLC ADR
TOP TEN EQUITY HOLDINGS - DESTINY II
AS OF MARCH 31, 1995 AS OF SEPTEMBER 30, 1994
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.
Federal National Mortgage Association
Philip Morris Companies, Inc.
Intel Corp.
Compaq Computer Corp.
Chrysler Corp.
International Business Machines Corp.
Vodafone Group PLC sponsored ADR
Motorola, Inc.
Pfizer, Inc.
British Petroleum PLC ADR
TOP FIVE MARKET SECTORS - DESTINY I
AS OF MARCH 31, 1995 AS OF SEPTEMBER 30, 1994
Finance  17.7%
Technology  14.0%
Energy  8.9%
Utilities  8.3%
Durables  7.4%
Finance  18.7%
Technology  14.3%
Utilities  8.2%
Energy  8.2%
Nondurables  6.8%
TOP FIVE MARKET SECTORS - DESTINY II
AS OF MARCH 31, 1995 AS OF SEPTEMBER 30, 1994
Finance  17.4%
Technology  13.3%
Energy  8.2%
Utilities  8.0%
Durables  7.2%
Finance  18.4%
Technology  13.4%
Utilities  8.2%
Energy  7.4%
Nondurables  6.7%
FIDELITY DESTINY PORTFOLIOS: DESTINY I
INVESTMENTS/MARCH 31, 1995 (UNAUDITED)
(SHOWING PERCENTAGE OF TOTAL VALUE OF 
INVESTMENT IN SECURITIES)
 
 
   VALUE  VALUE
 SHARES (NOTE 1) SHARES (NOTE 1)
COMMON STOCKS - 82.5%
AEROSPACE & DEFENSE - 1.6%
AEROSPACE & DEFENSE - 0.5%
Boeing Co.   309,800 $ 16,690,475
DEFENSE ELECTRONICS - 1.1%
Loral Corp.   222,800  9,469,000
Raytheon Co.   380,500  27,728,938
  37,197,938
TOTAL AEROSPACE & DEFENSE   53,888,413
BASIC INDUSTRIES - 1.7%
CHEMICALS & PLASTICS - 0.1%
Raychem Corp.   60,300  2,449,688
IRON & STEEL - 0.1%
Nucor Corp.   41,200  2,317,500
METALS & MINING - 0.9%
Alcan Aluminium Ltd.   1  27
Aluminum Co. of America  27,800  1,150,225
Reynolds Metals Co.   583,200  28,722,600
  29,872,852
PACKAGING & CONTAINERS - 0.5%
Owens-Illinois, Inc. (a)  1,620,000  18,225,000
PAPER & FOREST PRODUCTS - 0.1%
Kimberly-Clark Corp.   52,800  2,745,600
Stone Consolidated Corp. (a)   94,300  1,179,382
  3,924,982
TOTAL BASIC INDUSTRIES   56,790,022
CONSTRUCTION & REAL ESTATE - 0.7%
BUILDING MATERIALS - 0.5%
Armstrong World Industries, Inc.   122,100  5,570,813
Masco Corp.   164,500  4,544,313
Tecumseh Products Co. Class A  175,400  8,682,300
  18,797,426
CONSTRUCTION - 0.0%
Kaufman & Broad Home Corp.   33,900  402,563
ENGINEERING - 0.2%
Fluor Corp.   121,300  5,852,725
REAL ESTATE INVESTMENT TRUSTS - 0.0%
Crown American Realty Trust (SBI)  54,000  702,000
TOTAL CONSTRUCTION & REAL ESTATE   25,754,714
DURABLES - 7.4%
AUTOS, TIRES, & ACCESSORIES - 6.9%
Automotive Industries Holding, Inc. (a)   89,000  1,958,000
Autozone, Inc. (a)  11,100 $ 276,113
Chrysler Corp.   2,566,300  107,463,813
Dana Corp.   242,100  6,173,550
Discount Auto Parts, Inc. (a)   414,400  9,945,600
Eaton Corp.   175,000  9,493,750
General Motors Corp.   2,075,480  91,839,990
Magna International, Inc. Class A  244,100  9,289,494
  236,440,310
CONSUMER ELECTRONICS - 0.2%
Black & Decker Corp.   214,400  6,190,800
TEXTILES & APPAREL - 0.3%
Burlington Industries, Inc. (a)  832,800  9,473,100
Fruit of the Loom, Inc. Class A (a)  68,000  1,785,000
  11,258,100
TOTAL DURABLES   253,889,210
ENERGY - 8.9%
ENERGY SERVICES - 1.4%
Baker Hughes, Inc.   569,300  11,599,488
Halliburton Co.   79,600  2,895,450
McDermott International, Inc.   28,800  788,400
Schlumberger Ltd.   536,300  31,976,888
  47,260,226
OIL & GAS - 7.5%
Amerada Hess Corp.   354,400  17,498,500
Amoco Corp.   188,600  11,999,675
Apache Corp.   141,200  3,847,700
Atlantic Richfield Co.   110,800  12,742,000
British Petroleum PLC ADR  580,498  48,689,270
Burlington Resources, Inc.   766,800  31,247,100
Canada Occidental Petroleum Ltd.   118,300  3,107,039
Elf Aquitaine sponsored ADR  109,100  4,227,625
Kerr-McGee Corp.   389,400  19,859,400
Louisiana Land & Exploration Co.   563,600  21,064,550
Mobil Corp.   64,200  5,946,525
Murphy Oil Corp.   92,100  3,971,813
Noble Affiliates, Inc.   143,100  3,917,363
Santa Fe Energy Resources, Inc.   35,300  339,763
Texaco, Inc.   504,600  33,555,900
Tosco Corp.   539,000  16,709,000
Unocal Corp.   709,645  20,402,294
YPF Sociedad Anonima sponsored ADR 
representing Class D shares  87,500  1,662,500
  260,788,017
TOTAL ENERGY   308,048,243
   VALUE  VALUE
 SHARES (NOTE 1) SHARES (NOTE 1)
COMMON STOCKS - CONTINUED
FINANCE - 17.7%
BANKS - 2.4%
AmSouth Bancorporation  38,900 $ 1,225,350
Bank of Boston Corp.   572,282  17,025,390
Comerica, Inc.   255,600  7,029,000
Shawmut National Corp.   2,024,729  53,402,227
State Street Boston Corp.   185,500  5,912,813
Union Planters Corp.   5  116
  84,594,896
CREDIT & OTHER FINANCE - 3.8%
Barnett Banks, Inc.   264,900  12,052,950
First Union Corp.   622,405  26,996,817
Fleet Financial Group, Inc.   1,696,163  54,913,277
Keycorp   533,481  15,070,838
NationsBank Corp.   421,977  21,415,333
  130,449,215
FEDERAL SPONSORED CREDIT - 6.3%
Federal Home Loan Mortgage Corporation  649,200  39,276,600
Federal National Mortgage Association  2,194,800  178,601,850
  217,878,450
INSURANCE - 3.0%
Allstate Corp.   882,100  25,360,375
American International Group, Inc.   38,100  3,971,925
General Re Corp.   164,400  21,700,800
John Alden Financial Corp.   447,300  8,219,138
MBIA, Inc.   39,600  2,489,850
Providian Corp.   264,200  9,280,025
Torchmark Corp.   192,800  8,001,200
Travelers, Inc. (The)  59,233  2,287,875
UNUM Corp.   504,900  22,846,725
  104,157,913
SAVINGS & LOANS - 0.9%
Ahmanson (H.F.) & Co.   802,700  14,448,600
Golden West Financial Corp.   465,500  17,805,375
  32,253,975
SECURITIES INDUSTRY - 1.3%
Lehman Brothers Holdings, Inc.   239,800  4,316,400
Merrill Lynch & Co., Inc.   472,901  20,157,405
Morgan Stanley Group, Inc.   177,500  11,959,063
Salomon, Inc.   97,500  3,302,813
United Asset Management Corp.   94,200  3,614,925
  43,350,606
TOTAL FINANCE   612,685,055
HEALTH - 2.8%
DRUGS & PHARMACEUTICALS - 1.6%
Allergan, Inc.   156,400  4,613,800
Biogen, Inc. (a)   216,800  8,617,800
Carter-Wallace, Inc.   269,600 $ 3,201,500
Elan Corp. PLC ADR (a)  261,200  9,729,700
Pfizer, Inc.   110,800  9,501,100
Schering-Plough Corp.   255,400  18,995,375
  54,659,275
MEDICAL EQUIPMENT & SUPPLIES - 0.3%
Baxter International, Inc.   392,000  12,838,000
MEDICAL FACILITIES MANAGEMENT - 0.9%
Columbia/HCA Healthcare Corp.   708,625  30,470,875
TOTAL HEALTH   97,968,150
HOLDING COMPANIES - 0.1%
Cinergy Corp.   192,825  4,796,522
INDUSTRIAL MACHINERY & EQUIPMENT - 2.7%
ELECTRICAL EQUIPMENT - 0.3%
General Electric Co.   219,500  11,880,438
INDUSTRIAL MACHINERY & EQUIPMENT - 2.3%
Caterpillar, Inc.   557,400  31,005,375
Deere & Co.   579,800  47,108,750
  78,114,125
POLLUTION CONTROL - 0.1%
Browning-Ferris Industries, Inc.   81,600  2,774,400
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT  92,768,963
MEDIA & LEISURE - 2.5%
BROADCASTING - 0.8%
British Sky Broadcasting Group ADR (a)  53,000  1,305,125
People's Choice TV Corp. (a)   35,100  938,925
Tele-Communications, Inc. Class A (a)  1,109,800  23,305,800
Viacom, Inc. Class B (non-vtg.) (a)  35,600  1,593,100
  27,142,950
ENTERTAINMENT - 0.3%
Royal Caribbean Cruises Ltd.   351,200  9,175,100
LEISURE DURABLES & TOYS - 0.3%
Fleetwood Enterprises, Inc.   106,100  2,506,613
Outboard Marine Corp.   419,200  8,803,200
  11,309,813
LODGING & GAMING - 0.1%
Circus Circus Enterprises, Inc.   105,600  3,405,600
PUBLISHING - 0.2%
American Media, Inc. Class A  158,000  1,125,750
Gannett Co., Inc.   103,200  5,508,300
  6,634,050
RESTAURANTS - 0.8%
Au Bon Pain, Inc. Class A (a)  89,600  1,220,800
Bertucci's, Inc. (a)   158,000  1,362,750
Boston Chicken, Inc. (a)   116,500  1,893,125
Brinker International, Inc. (a)   164,100  2,728,163
Bugaboo Creek Steak House, Inc. (a)  3,800  47,500
Cracker Barrel Old Country Store, Inc.   77,200  1,727,350
   VALUE  VALUE
 SHARES (NOTE 1) SHARES (NOTE 1)
COMMON STOCKS - CONTINUED
MEDIA & LEISURE - CONTINUED
RESTAURANTS - CONTINUED
McDonald's Corp.   476,400 $ 16,257,150
Outback Steakhouse, Inc.   52,600  1,334,725
  26,571,563
TOTAL MEDIA & LEISURE   84,239,076
NONDURABLES - 5.0%
BEVERAGES - 0.0%
PepsiCo, Inc.   41,300  1,610,700
HOUSEHOLD PRODUCTS - 0.2%
Tambrands, Inc.   150,200  6,702,675
TOBACCO - 4.8%
Philip Morris Companies, Inc.   1,817,600  118,598,400
RJR Nabisco Holdings Corp.   8,068,990  47,405,316
  166,003,716
TOTAL NONDURABLES   174,317,091
PRECIOUS METALS - 0.5%
Homestake Mining Co.   346,500  6,410,250
Santa Fe Pacific Gold Corp.   774,575  9,779,009
  16,189,259
RETAIL & WHOLESALE - 5.8%
APPAREL STORES - 0.2%
TJX Companies, Inc.   473,125  6,209,766
GENERAL MERCHANDISE STORES - 2.9%
Federated Department Stores, Inc. (Del.) (a)  1,563,173  34,585,203
Sears, Roebuck & Co.   481,600  25,705,400
Value City Department Stores, Inc. (a)   363,100  2,950,188
Wal-Mart Stores, Inc.   1,436,600  36,633,300
  99,874,091
GROCERY STORES - 0.2%
Food Lion, Inc. Class A  513,800  2,890,125
Stop & Shop Companies, Inc. (a)   137,000  3,288,000
  6,178,125
RETAIL & WHOLESALE, MISCELLANEOUS - 2.5%
Best Buy Co., Inc. (a)   595,800  12,884,175
Body Shop International PLC  83,000  234,249
Circuit City Stores, Inc.   604,800  15,951,600
Good Guys, Inc. (a)   211,500  2,485,125
Home Depot, Inc. (The)  437,900  19,377,075
Officemax, Inc. (a)   219,300  5,619,563
Office Depot, Inc. (a)   152,700  3,722,063
Rex Stores Corp. (a)   149,000  2,086,000
Staples, Inc. (a)   54,450  1,436,119
Toys "R" Us, Inc. (a)   929,700  23,823,563
  87,619,532
TOTAL RETAIL & WHOLESALE   199,881,514
SERVICES - 0.2%
Borg Warner Securities Corp. (a)   140,800 $ 1,108,800
Pinkertons, Inc. (a)   122,800  1,995,500
Supercuts, Inc. (a)  149,400  1,381,950
Zebra Technologies Corp. Class A (a)  40,100  1,644,100
  6,130,350
TECHNOLOGY - 14.0%
COMMUNICATIONS EQUIPMENT - 0.3%
Cabletron Systems, Inc. (a)   179,400  8,050,575
Cisco Systems, Inc. (a)   47,100  1,795,688
  9,846,263
COMPUTER SERVICES & SOFTWARE - 0.7%
MicroAge, Inc. (a)   21,300  205,013
Microsoft Corp. (a)   279,500  19,879,438
SHL Systemhouse, Inc. (a)   447,500  2,685,000
  22,769,451
COMPUTERS & OFFICE EQUIPMENT - 7.3%
Bay Networks, Inc. (a)   255,700  9,428,938
Compaq Computer Corp. (a)   2,692,400  92,887,800
Digital Equipment Corp. (a)   291,000  11,021,625
Hewlett-Packard Co.   230,500  27,746,438
International Business Machines Corp.   894,800  73,261,750
SCI Systems, Inc. (a)   785,500  14,679,031
Silicon Graphics, Inc. (a)   129,000  4,579,500
Sun Microsystems, Inc. (a)   299,900  10,421,525
Tandem Computers, Inc. (a)   117,100  1,815,050
Tech Data Corp. (a)   564,100  5,782,025
  251,623,682
ELECTRONIC INSTRUMENTS - 0.2%
Kulicke & Soffa Industries, Inc. (a)   295,400  8,086,575
ELECTRONICS - 5.5%
Intel Corp.   1,200,300  101,875,463
Methode Electronics, Inc.:
Class A (c)  1,518,200  23,911,650
 Class B  30,000  495,000
Molex, Inc.   88,375  2,982,656
Motorola, Inc.   650,400  35,528,100
Solectron Corp. (a)   937,800  27,430,650
  192,223,519
TOTAL TECHNOLOGY   484,549,490
TRANSPORTATION - 2.6%
AIR TRANSPORTATION - 0.0%
AMR Corp. (a)   27,300  1,767,675
RAILROADS - 2.6%
Burlington Northern, Inc.   319,400  18,964,375
CSX Corp.   476,700  37,540,125
Canadian Pacific Ltd. Ord.   766,700  11,438,175
  VALUE   VALUE
 SHARES (NOTE 1)  SHARES (NOTE 1)
COMMON STOCKS - CONTINUED
TRANSPORTATION - CONTINUED
RAILROADS - CONTINUED
Southern Pacific Rail Corp. (a)   1,198,600 $ 20,975,500
  88,918,175
TOTAL TRANSPORTATION   90,685,850
UTILITIES - 8.3%
CELLULAR - 2.4%
Airtouch Communications (a)  489,700  13,344,325
Vodafone Group PLC sponsored ADR  2,062,100  68,307,063
  81,651,388
ELECTRIC UTILITY - 2.5%
American Electric Power Co., Inc.   217,200  6,896,100
Baltimore Gas & Electric Co.   166,800  3,940,650
Carolina Power & Light Co.   189,700  5,145,613
Central & South West Corp.   201,400  4,883,950
Consolidated Edison Co. of New York, Inc.   246,500  6,717,125
Detroit Edison Company  120,800  3,306,900
Dominion Resources, Inc. (Va.)  146,600  5,277,600
Duke Power Co.   116,900  4,500,650
Niagara Mohawk Power Corp.   168,900  2,322,375
Ohio Edison Co.   243,300  4,866,000
Pacific Gas & Electric Co.   145,600  3,621,800
PacifiCorp.   347,300  6,728,938
Peco Energy Co.   243,300  6,112,913
Public Service Enterprise Group, Inc.   168,000  4,599,000
SCEcorp   300,500  4,695,313
Southern Co.   293,300  5,975,988
Texas Utilities Co.   103,700  3,292,475
Unicom Corp.   153,700  3,650,375
  86,533,765
GAS - 0.1%
ENSERCH Corp.   131,800  1,960,525
TELEPHONE SERVICES - 3.3%
Ameritech Corp.   644,000  26,565,000
Bell Atlantic Corp.   309,100  16,305,025
BellSouth Corp.   356,700  21,223,650
NYNEX Corp.   211,300  8,372,763
SBC Communications, Inc.   867,100  36,526,486
Telecom Argentina sponsored ADR 
representing Class B shares  13,000  562,250
Telebras PN (Pfd. Reg.)  71,527,400  1,923,372
Telefonica de Argentina sponsored ADR  45,300  1,092,863
Telefonos de Mexico SA sponsored ADR 
representing shares Ord. Class L  91,300 $ 2,602,050
  115,173,459
TOTAL UTILITIES   285,319,137
TOTAL COMMON STOCKS
(Cost $2,347,193,731)   2,847,901,059
 MOODY'S  
 RATINGS  PRINCIPAL 
 (UNAUDITED) AMOUNT (B) 
CONVERTIBLE BONDS - 0.0%
BASIC INDUSTRIES - 0.0%
PAPER & FOREST PRODUCTS - 0.0%
Stone Consolidated Corp. 8%, 
12/31/03 (Cost $1,195,615) -  CAD   1,590,000  1,420,404
U.S. GOVERNMENT AND 
GOVERNMENT AGENCY OBLIGATIONS - 12.1%
U.S. TREASURY OBLIGATIONS - 12.0%
Stripped Coupon (principal payment):
0%, 2/15/19   Aaa  30,000,000  4,885,200
 0%,  8/15/19  Aaa  240,000,000  37,888,800
8 1/8%, 8/15/19  Aaa  350,000,000  370,506,500
TOTAL U.S. TREASURY OBLIGATIONS   413,280,500
U.S. GOVERNMENT AGENCY OBLIGATIONS - 0.1%
Financing Corp. Stripped coupon 
0%, 9/26/19  Aaa  25,000,000  3,737,500
TOTAL U.S. GOVERNMENT AND 
GOVERNMENT AGENCY OBLIGATIONS
(Cost $406,534,008)   417,018,000
  MATURITY
  AMOUNT
REPURCHASE AGREEMENTS - 5.4%
Investments in repurchase agreements 
(U.S. Treasury obligations) in a joint 
trading account at 6.20%, dated 
3/31/95 due 4/3/95  $ 186,967,550  186,871,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $2,941,794,354)  $ 3,453,210,463
CURRENCY ABBREVIATIONS: 
CAD - Canadian dollar
LEGEND:
(a) Non-income producing
(b) Principal amount is stated in United States dollars unless otherwise
noted.
(c) 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 12.1%  AAA, AA, A 12.1%
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 March 31, 1995, the aggregate cost of investment securities for income
tax purposes was $2,942,616,322. Net unrealized appreciation aggregated
$510,594,141, of which $595,543,683 related to appreciated investment
securities and $84,949,542 related to depreciated investment securities. 
   
 
 
Statement of Assets and Liabilities
 
 
DRAFT
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                             <C>            <C>               
March 31, 1995 (Unaudited)                                                                                            
 
ASSETS                                                                                                                 
 
Investment in securities, at value (including repurchase agreements of $186,871,000) (cost                      $ 3,453,210,463   
$2,941,794,354) - See accompanying schedule                                                                             
 
Cash                                                                                                               797              
 
Receivable for investments sold                                                                                  44,037,748       
 
Receivable for fund shares sold                                                                                  244,234          
 
Dividends receivable                                                                                            8,382,824        
 
Interest receivable                                                                                                3,479,218        
 
Other receivables                                                                                                  289,898          
 
 Total assets                                                                                                  3,509,645,182    
 
LIABILITIES                                                                                                                
 
Payable for investments purchased                                                                  $ 80,606,335                     
 
Payable for fund shares redeemed                                                                    1,200,983                       
 
Accrued management fee                                                                            1,855,875                       
 
Other payables and accrued expenses                                                                 167,397                         
 
 Total liabilities                                                                                               83,830,590       
 
NET ASSETS                                                                                                       $ 3,425,814,592   
 
Net Assets consist of:                                                                                                
 
Paid in capital                                                                                                   $ 2,850,382,287   
 
Undistributed net investment income                                                                               21,851,230       
 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions                42,164,442       
 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies         511,416,633      
 
NET ASSETS, for 218,435,336 shares outstanding                                                                   $ 3,425,814,592   
 
NET ASSET VALUE, offering price and redemption price per share ($3,425,814,592 (divided by) 218,435,336 shares)    $15.68           
 
</TABLE>
 
Statement of Operations
 
 
DRAFT
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                                  <C>            <C>             
Six Months Ended March 31, 1995 (Unaudited)                                                                                        
 
INVESTMENT INCOME                                                                                                   $ 34,269,533    
Dividends (including $91,950 received from affiliated issuers)                                                           
 
Interest                                                                                                            19,376,060     
 
 Total income                                                                                                       53,645,593     
 
EXPENSES                                                                                                                    
 
Management fee                                                                                      $ 7,901,607                    
Basic fee                                                                                                                 
 
 Performance fee                                                                                    2,859,556                     
 
Transfer agent fees                                                                                71,513                        
 
Accounting fees and expenses                                                                       382,254                       
 
Non-interested trustees' compensation                                                              46,597                        
 
Custodian fees and expenses                                                                         22,722                        
 
Registration fees                                                                                    6,378                         
 
Audit                                                                                                12,073                        
 
 Total expenses                                                                                                      11,302,700     
 
Net investment income                                                                                              42,342,893     
 
REALIZED AND UNREALIZED GAIN (LOSS)                                                                                        
Net realized gain (loss) on:                                                                                             
 
 Investment securities (including realized gain (loss) of $385,207 on sales of investments in 
affiliated                                                                                            63,354,909                    
issuers)                                                                                                                
 
 Foreign currency transactions                                                                        21,241         63,376,150     
 
Change in net unrealized appreciation (depreciation) on:                                                                 
 
 Investment securities                                                                                101,222,980                   
 
 Assets and liabilities in foreign                                                                    (26,511)       101,196,469    
 currencies                                                                                                               
 
Net gain (loss)                                                                                                      164,572,619    
 
Net increase (decrease) in net assets resulting from operations                                                     $ 206,915,512   
 
</TABLE>
 
Statement of Changes in Net Assets
 
 
DRAFT
 
<TABLE>
<CAPTION>
<S>                                                                                              <C>                <C>             
 
                                                                                                   SIX MONTHS         YEAR ENDED    
 
                                                                                                 ENDED                SEPTEMBER 30, 
 
                                                                                                   MARCH 31, 1995     1994          
 
                                                                                                   (UNAUDITED)                      
 
 
INCREASE (DECREASE) IN NET ASSETS                                                                                                   
 
 
Operations                                                                                       $ 42,342,893       $ 54,130,953    
 
Net investment income                                                                                                               
 
 
 Net realized gain (loss)                                                                         63,376,150         513,831,921    
 
 
 Change in net unrealized appreciation (depreciation)                                             101,196,469        (203,630,214)  
 
 
 Net increase (decrease) in net assets resulting from operations                                  206,915,512        364,332,660    
 
 
Distributions to shareholders:                                                                    (62,951,391)       (19,385,874)   
 
From net investment income                                                                                                          
 
 
 From net realized gain                                                                           (468,451,357)      (183,280,710)  
 
 
 Total  distributions                                                                             (531,402,748)      (202,666,584)  
 
 
Share transactions                                                                                68,959,958         138,945,156    
 
Net proceeds from sales of shares                                                                                                   
 
 
 Reinvestment of distributions                                                                    502,563,606        193,082,050    
 
 
 Cost of shares redeemed                                                                          (94,462,127)       (193,677,416)  
 
 
 Net increase (decrease) in net assets resulting from share transactions                          477,061,437        138,349,790    
 
 
  Total increase (decrease) in net assets                                                         152,574,201        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 $21,851,230 and $43,805,352,    $ 3,425,814,592    $ 3,273,240,391 
 
respectively)                                                                                                                       
 
 
OTHER INFORMATION                                                                                                                   
 
Shares                                                                                                                              
 
 
 Sold                                                                                             4,339,540          7,991,172      
 
                                                                                                                                    
 
 
 Issued in reinvestment of distributions                                                          35,292,391         11,701,953     
 
 
 Redeemed                                                                                         (6,093,193)        (11,149,412)   
 
 
 Net increase (decrease)                                                                          33,538,738         8,543,713      
 
 
</TABLE>
 
 
Financial Highlights
 
 
DRAFT
 
<TABLE>
<CAPTION>
<S>   <C>                <C>               <C>               <C>                       <C>       <C>       <C>       
        SIX MONTHS         YEAR ENDED        THREE MONTHS      YEARS ENDED JUNE 30,                                  
        ENDED              SEPTEMBER 30,     ENDED                                                                   
        MARCH 31, 1995                       SEPTEMBER 30,                                                           
 
        (UNAUDITED)        1994              1993              1993                      1992      1991      1990    
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                        <C>       <C>       <C>       <C>       <C>       <C>       <C>       
SELECTED PER-SHARE DATA                                                                                          
 
Net asset value, beginning of period       $ 17.70   $ 16.86   $ 17.22   $ 16.54   $ 15.23   $ 14.24   $ 14.03   
 
Income from Investment Operations                                                                                
 
 Net investment income                      .20       .30       .04       .26       .31       .33       .46C     
 
 Net realized and unrealized gain           .65       1.69      .75       3.16      2.55      1.25      1.18     
(loss)                                                                                                           
 
 Total from investment operations           .85       1.99      .79       3.42      2.86      1.58      1.64     
 
Less Distributions                          (.34)     (.11)     (.14)     (.30)     (.49)     (.10)     (.38)    
From net investment income                                                                                       
 
 From net realized gain                     (2.53)    (1.04)    (1.01)    (2.44)    (1.06)    (.49)     (1.05)   
 
 Total distributions                        (2.87)    (1.15)    (1.15)    (2.74)    (1.55)    (.59)     (1.43)   
 
Net asset value, end of period             $ 15.68   $ 17.70   $ 16.86   $ 17.22   $ 16.54   $ 15.23   $ 14.24   
 
TOTAL RETURN B                              6.44%     12.30%    4.77%     23.90%    20.18%    11.93%    12.17%   
 
RATIOS AND SUPPLEMENTAL DATA                                                                                     
 
Net assets, end of period (in millions)    $ 3,426   $ 3,273   $ 2,973   $ 2,869   $ 2,373   $ 2,023   $ 1,832   
 
Ratio of expenses to average net            .69%A     .70%      .65%      .66%      .61%      .50%      .53%     
assets                                                         A                                                 
 
Ratio of net investment income to           2.59%A    1.69%     1.11%A    1.83%     2.00%     2.45%     3.37%C   
average net assets                                                                                               
 
Portfolio turnover rate                     62%A      77%       82%A      75%       75%       84%       75%      
 
</TABLE>
 
A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND OF $.06 AND $.03
PER SHARE, RESPECTIVELY.
FIDELITY DESTINY PORTFOLIOS: DESTINY II
INVESTMENTS/MARCH 31, 1995 (UNAUDITED)
(SHOWING PERCENTAGE OF TOTAL VALUE OF 
INVESTMENT IN SECURITIES)
 
 
   VALUE  VALUE
 SHARES (NOTE 1) SHARES (NOTE 1)
COMMON STOCKS - 79.9%
AEROSPACE & DEFENSE - 1.6%
AEROSPACE & DEFENSE - 0.5%
Boeing Co.   147,000 $ 7,919,562
DEFENSE ELECTRONICS - 1.1%
Loral Corp.   105,700  4,492,250
Raytheon Co.   179,200  13,059,200
  17,551,450
TOTAL AEROSPACE & DEFENSE   25,471,012
BASIC INDUSTRIES - 1.6%
CHEMICALS & PLASTICS - 0.1%
Raychem Corp.   28,500  1,157,813
IRON & STEEL - 0.1%
Nucor Corp.   19,100  1,074,375
METALS & MINING - 0.8%
Alcan Aluminium Ltd.   1  27
Aluminum Co. of America  12,800  529,600
Reynolds Metals Co.   268,200  13,208,850
  13,738,477
PACKAGING & CONTAINERS - 0.5%
Owens-Illinois, Inc. (a)  749,900  8,436,375
PAPER & FOREST PRODUCTS - 0.1%
Kimberly-Clark Corp.   25,100  1,305,200
Stone Consolidated Corp. (a)  44,800  560,300
  1,865,500
TOTAL BASIC INDUSTRIES   26,272,540
CONSTRUCTION & REAL ESTATE - 0.7%
BUILDING MATERIALS - 0.5%
Armstrong World Industries, Inc.   58,000  2,646,250
Masco Corp.   78,000  2,154,750
Tecumseh Products Co. Class A  83,100  4,113,450
  8,914,450
CONSTRUCTION - 0.0%
Kaufman & Broad Home Corp.   16,100  191,188
ENGINEERING - 0.2%
Fluor Corp.   62,200  3,001,150
TOTAL CONSTRUCTION & REAL ESTATE   12,106,788
DURABLES - 7.2%
AUTOS, TIRES, & ACCESSORIES - 6.7%
Automotive Industries Holding, Inc. (a)  42,100  926,200
Autozone, Inc. (a)  4,900  121,888
Chrysler Corp.   1,218,000  51,003,750
Dana Corp.   114,900  2,929,950
Discount Auto Parts, Inc. (a)  162,700  3,904,800
Eaton Corp.   83,000  4,502,750
General Motors Corp.   985,224 $ 43,596,162
Magna International, Inc. Class A  115,800  4,406,896
  111,392,396
CONSUMER ELECTRONICS - 0.2%
Black & Decker Corp.   101,700  2,936,588
TEXTILES & APPAREL - 0.3%
Burlington Industries, Inc. (a)  366,400  4,167,800
Fruit of the Loom, Inc. Class A (a)  32,300  847,875
  5,015,675
TOTAL DURABLES   119,344,659
ENERGY - 8.2%
ENERGY SERVICES - 1.3%
Baker Hughes, Inc.   269,200  5,484,950
Halliburton Co.   36,900  1,342,238
Schlumberger Ltd.   254,600  15,180,525
  22,007,713
OIL & GAS - 6.9%
Amerada Hess Corp.   168,500  8,319,688
Amoco Corp.   87,300  5,554,463
Apache Corp.   63,500  1,730,375
Atlantic Richfield Co.   52,600  6,049,000
British Petroleum PLC ADR  256,564  21,519,306
Burlington Resources, Inc.   356,700  14,535,525
Canada Occidental Petroleum Ltd.   56,200  1,476,041
Elf Aquitaine sponsored ADR  51,800  2,007,250
Kerr-McGee Corp.   95,300  4,860,300
Louisiana Land & Exploration Co.   169,900  6,350,013
Mobil Corp.   29,700  2,750,963
Murphy Oil Corp.   48,200  2,078,625
Noble Affiliates, Inc.   66,300  1,814,963
Santa Fe Energy Resources, Inc.   16,800  161,700
Texaco, Inc.   239,500  15,926,750
Tosco Corp.   248,000  7,688,000
Unocal Corp.   319,309  9,180,134
YPF Sociedad Anonima sponsored ADR 
representing Class D shares  41,500  788,500
  112,791,596
TOTAL ENERGY   134,799,309
FINANCE - 17.4%
BANKS - 2.4%
AmSouth Bancorporation  18,400  579,600
Bank of Boston Corp.   269,003  8,002,839
Comerica, Inc.   115,100  3,165,250
Shawmut National Corp.   944,822  24,919,680
State Street Boston Corp.   87,300  2,782,688
Union Planters Corp.   2  46
  39,450,103
   VALUE  VALUE
 SHARES (NOTE 1) SHARES (NOTE 1)
COMMON STOCKS - CONTINUED
FINANCE - CONTINUED
CREDIT & OTHER FINANCE - 3.9%
Barnett Banks, Inc.   131,500 $ 5,983,250
First Union Corp.   294,155  12,758,973
Fleet Financial Group, Inc.   887,516  28,733,331
Keycorp   247,509  6,992,129
NationsBank Corp.   200,185  10,159,389
  64,627,072
FEDERAL SPONSORED CREDIT - 6.1%
Federal Home Loan Mortgage Corporation  308,100  18,640,050
Federal National Mortgage Association  1,006,400  81,895,800
  100,535,850
INSURANCE - 2.9%
Allstate Corp.   379,400  10,907,750
American International Group, Inc.   15,800  1,647,150
General Re Corp.   76,100  10,045,200
John Alden Financial Corp.   212,400  3,902,850
MBIA, Inc.   18,800  1,182,050
Providian Corp.   125,300  4,401,163
Torchmark Corp.   91,100  3,780,650
Travelers, Inc. (The)  24,700  954,038
UNUM Corp.   239,700  10,846,425
  47,667,276
SAVINGS & LOANS - 0.9%
Ahmanson (H.F.) & Co.   359,600  6,472,800
Golden West Financial Corp.   206,900  7,913,925
  14,386,725
SECURITIES INDUSTRY - 1.2%
Lehman Brothers Holdings, Inc.   107,700  1,938,600
Merrill Lynch & Co., Inc.   224,499  9,569,270
Morgan Stanley Group, Inc.   83,500  5,625,813
Salomon, Inc.   46,300  1,568,413
United Asset Management Corp.   47,200  1,811,300
  20,513,396
TOTAL FINANCE   287,180,422
HEALTH - 2.9%
DRUGS & PHARMACEUTICALS - 1.6%
Allergan, Inc.   89,900  2,652,050
Biogen, Inc. (a)  102,700  4,082,325
Carter-Wallace, Inc.   123,600  1,467,750
Elan Corp. PLC ADR (a)  119,700  4,458,825
Pfizer, Inc.   52,600  4,510,450
Schering-Plough Corp.   121,300  9,021,688
  26,193,088
MEDICAL EQUIPMENT & SUPPLIES - 0.4%
Baxter International, Inc.   184,100 $ 6,029,275
MEDICAL FACILITIES MANAGEMENT - 0.9%
Columbia/HCA Healthcare Corp.   335,540  14,428,220
TOTAL HEALTH   46,650,583
HOLDING COMPANIES - 0.1%
Cinergy Corp.   91,559  2,277,530
INDUSTRIAL MACHINERY & EQUIPMENT - 2.6%
ELECTRICAL EQUIPMENT - 0.3%
General Electric Co.   104,200  5,639,825
INDUSTRIAL MACHINERY & EQUIPMENT - 2.2%
Caterpillar, Inc.   259,700  14,445,813
Deere & Co.   262,500  21,328,125
Harnischfeger Industries, Inc.   3  84
  35,774,022
POLLUTION CONTROL - 0.1%
Browning-Ferris Industries, Inc.   37,500  1,275,000
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT  42,688,847
MEDIA & LEISURE - 2.3%
BROADCASTING - 0.8%
British Sky Broadcasting Group ADR (a)  25,200  620,550
People's Choice TV Corp. (a)  16,700  446,725
Tele-Communications, Inc. Class A (a)  526,800  11,062,800
Viacom, Inc. Class B (non-vtg.) (a)  16,900  756,275
  12,886,350
ENTERTAINMENT - 0.2%
Royal Caribbean Cruises Ltd.   156,500  4,088,563
LEISURE DURABLES & TOYS - 0.3%
Fleetwood Enterprises, Inc.   50,000  1,181,250
Outboard Marine Corp.   191,100  4,013,100
  5,194,350
LODGING & GAMING - 0.1%
Circus Circus Enterprises, Inc.   50,100  1,615,725
PUBLISHING - 0.2%
American Media, Inc. Class A  72,400  515,850
Gannett Co., Inc.   49,000  2,615,375
  3,131,225
RESTAURANTS - 0.7%
Au Bon Pain, Inc. Class A (a)  42,600  580,425
Bertucci's, Inc. (a)  67,100  578,738
Boston Chicken, Inc. (a)  53,500  869,375
Brinker International, Inc. (a)  75,200  1,250,200
Bugaboo Creek Steak House, Inc. (a)  1,700  21,250
Cracker Barrel Old Country Store, Inc.   36,900  825,638
McDonald's Corp.   204,100  6,964,913
Outback Steakhouse, Inc.   25,000  634,375
  11,724,914
TOTAL MEDIA & LEISURE   38,641,127
   VALUE  VALUE
 SHARES (NOTE 1) SHARES (NOTE 1)
COMMON STOCKS - CONTINUED
NONDURABLES - 5.0%
BEVERAGES - 0.0%
PepsiCo, Inc.   19,600 $ 764,400
HOUSEHOLD PRODUCTS - 0.2%
Tambrands, Inc.   68,600  3,061,275
TOBACCO - 4.8%
Philip Morris Companies, Inc.   862,600  56,284,650
RJR Nabisco Holdings Corp.   3,747,270  22,015,211
  78,299,861
TOTAL NONDURABLES   82,125,536
PRECIOUS METALS - 0.5%
Homestake Mining Co.   162,700  3,009,950
Santa Fe Pacific Gold Corp.   356,247  4,497,618
  7,507,568
RETAIL & WHOLESALE - 5.7%
APPAREL STORES - 0.2%
TJX Companies, Inc.   224,600  2,947,875
GENERAL MERCHANDISE STORES - 2.8%
Federated Department Stores, Inc. (Del.) (a)  694,000  15,354,750
Sears, Roebuck & Co.   228,400  12,190,850
Value City Department Stores, Inc. (a)  159,700  1,297,563
Wal-Mart Stores, Inc.   675,600  17,227,800
  46,070,963
GROCERY STORES - 0.2%
Food Lion Inc.:
Class A  243,900  1,371,938
 Class B  120,000  690,000
Stop & Shop Companies, Inc. (a)  78,600  1,886,400
  3,948,338
RETAIL & WHOLESALE, MISCELLANEOUS - 2.5%
Best Buy Co., Inc. (a)  289,000  6,249,625
Body Shop International PLC  35,600  100,473
Circuit City Stores, Inc.   286,100  7,545,888
Good Guys, Inc. (a)  88,900  1,044,575
Home Depot, Inc. (The)  207,800  9,195,150
Officemax, Inc. (a)  101,500  2,600,938
Office Depot, Inc. (a)  69,900  1,703,813
Rex Stores Corp. (a)  63,500  889,000
Staples, Inc. (a)  22,050  581,569
Toys "R" Us, Inc. (a)  441,100  11,303,188
  41,214,219
TOTAL RETAIL & WHOLESALE   94,181,395
SERVICES - 0.2%
Borg Warner Securities Corp. (a)  62,500  492,188
Pinkertons, Inc. (a)  58,300  947,375
Supercuts, Inc. (a)  62,000 $ 573,500
Zebra Technologies Corp. Class A (a)  19,100  783,100
  2,796,163
TECHNOLOGY - 13.3%
COMMUNICATIONS EQUIPMENT - 0.3%
Cabletron Systems, Inc. (a)  85,200  3,823,350
Cisco Systems, Inc. (a)  22,300  850,188
  4,673,538
COMPUTER SERVICES & SOFTWARE - 0.7%
MicroAge, Inc. (a)  9,300  89,513
Microsoft Corp. (a)  132,700  9,438,288
SHL Systemhouse, Inc. (a)  207,200  1,243,200
  10,771,001
COMPUTERS & OFFICE EQUIPMENT - 7.2%
Bay Networks, Inc. (a)  120,100  4,428,688
Compaq Computer Corp. (a)  1,278,100  44,094,450
Digital Equipment Corp. (a)  139,500  5,283,563
Hewlett-Packard Co.   105,100  12,651,413
International Business Machines Corp.   423,100  34,641,313
SCI Systems, Inc. (a)  439,900  8,220,631
Silicon Graphics, Inc. (a)  57,100  2,027,050
Sun Microsystems, Inc. (a)  131,200  4,559,200
Tandem Computers, Inc. (a)  55,100  854,050
Tech Data Corp. (a)  261,300  2,678,325
  119,438,683
ELECTRONIC INSTRUMENTS - 0.2%
Kulicke & Soffa Industries, Inc. (a)  120,500  3,298,688
ELECTRONICS - 4.9%
Intel Corp.   569,700  48,353,288
Methode Electronics, Inc. Class A  92,100  1,450,575
Molex, Inc.   35,125  1,185,469
Motorola, Inc.   304,700  16,644,238
Solectron Corp. (a)  429,198  12,554,042
  80,187,612
TOTAL TECHNOLOGY   218,369,522
TRANSPORTATION - 2.6%
AIR TRANSPORTATION - 0.1%
AMR Corp. (a)  14,300  925,925
RAILROADS - 2.5%
Burlington Northern, Inc.   148,900  8,840,938
CSX Corp.   225,400  17,750,250
Canadian Pacific Ltd. Ord.   363,900  5,428,919
Southern Pacific Rail Corp. (a)  569,000  9,957,500
  41,977,607
TOTAL TRANSPORTATION   42,903,532
  VALUE MOODY'S PRINCIPAL VALUE
 SHARES (NOTE 1) RATINGS  AMOUNT (B) (NOTE 1)
COMMON STOCKS - CONTINUED
UTILITIES - 8.0%
CELLULAR - 2.3%
Airtouch Communications (a)  220,700 $ 6,014,075
Vodafone Group PLC sponsored ADR  978,700  32,419,438
  38,433,513
ELECTRIC UTILITY - 2.4%
American Electric Power Co., Inc.   103,000  3,270,250
Baltimore Gas & Electric Co.   79,200  1,871,100
Carolina Power & Light Co.   90,100  2,443,963
Central & South West Corp.   81,600  1,978,800
Consolidated Edison Co. of New York, Inc.   99,800  2,719,550
Detroit Edison Company  57,400  1,571,325
Dominion Resources, Inc. (Va.)  61,900  2,228,400
Duke Power Co.   53,500  2,059,750
Niagara Mohawk Power Corp.   80,200  1,102,750
Ohio Edison Co.   114,500  2,290,000
Pacific Gas & Electric Co.   69,100  1,718,863
PacifiCorp.   164,800  3,193,000
Peco Energy Co.   115,400  2,899,425
Public Service Enterprise Group, Inc.   79,700  2,181,788
SCEcorp   141,100  2,204,688
Southern Co.   139,200  2,836,200
Texas Utilities Co.   48,700  1,546,225
Unicom Corp.   72,700  1,726,625
  39,842,702
GAS - 0.1%
ENSERCH Corp.   56,700  843,413
TELEPHONE SERVICES - 3.2%
Ameritech Corp.   290,000  11,962,500
Bell Atlantic Corp.   142,200  7,501,050
BellSouth Corp.   165,100  9,823,450
NYNEX Corp.   97,800  3,875,325
SBC Communications, Inc.   403,200  16,984,800
Telecom Argentina Class B Sponsored ADR  6,100  263,825
Telebras PN (Pfd. Reg.)  33,831,300  909,724
Telefonica de Argentina sponsored ADR  21,500  518,688
Telefonos de Mexico SA sponsored ADR 
representing shares Ord. Class L  43,300  1,234,050
  53,073,412
TOTAL UTILITIES   132,193,040
TOTAL COMMON STOCKS
(Cost $1,149,720,144)   1,315,509,573
CONVERTIBLE BONDS - 0.0%
BASIC INDUSTRIES - 0.0%
PAPER & FOREST PRODUCTS - 0.0%
Stone Consolidated Corp. 8%, 
12/31/03  (Cost $563,969)  - CAD 750,000 $ 670,000
U.S. GOVERNMENT AND GOVERNMENT 
AGENCY OBLIGATIONS - 12.2%
U.S. TREASURY OBLIGATIONS - 11.7%
 stripped coupon (principal payment):
 0%, 2/15/19      Aaa  20,000,000  3,256,800
  0%, 8/15/19      Aaa  130,000,000  20,523,100
 8 1/8%,  8/15/19    Aaa  160,000,000  169,374,400
TOTAL U.S. TREASURY OBLIGATIONS   193,154,300
U.S. GOVERNMENT AGENCY OBLIGATIONS - 0.5%
Financing Corp. stripped coupon 
0%, 9/26/19  Aaa  50,000,000  7,475,000
TOTAL U.S. GOVERNMENT AND 
GOVERNMENT AGENCY OBLIGATIONS
(Cost $193,783,524)   200,629,300
  MATURITY
  AMOUNT
REPURCHASE AGREEMENTS - 7.9%
Investments in repurchase agreements 
(U.S. Treasury obligations) in a 
joint trading account at 6.20%, 
dated 3/31/95 due 4/3/95  $  129,485,866  129,419,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $1,473,486,637)  $ 1,646,227,873
CURRENCY ABBREVIATIONS: 
CAD - Canadian dollar
LEGEND:
(a) Non-income producing
(b) Principal amount is stated in United States dollars unless otherwise
noted.
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 12.2%  AAA, AA, A 12.2%
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 March 31, 1995, the aggregate cost of investment securities for income
tax purposes was $1,473,959,663. Net unrealized appreciation aggregated
$172,268,210, of which $213,522,464 related to appreciated investment
securities and $41,254,254 related to depreciated investment securities. 
   
 
 
Statement of Assets and Liabilities
 
 
DRAFT
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                                <C>            <C>               
March 31, 1995 (Unaudited)                                                                                              
 
ASSETS                                                                                                                          
 
Investment in securities, at value (including repurchase agreements of $129,419,000) (cost                        $ 1,646,227,873   
$1,473,486,637) - See accompanying schedule                                                                               
 
Cash                                                                                                              45               
 
Receivable for investments sold                                                                                  19,099,014       
 
Receivable for fund shares sold                                                                                   494,014          
 
Dividends receivable                                                                                              3,765,080        
 
Interest receivable                                                                                                1,590,831        
 
Other receivables                                                                                                  95,411           
 
 Total assets                                                                                                  1,671,272,268    
 
LIABILITIES                                                                                                                
 
Payable for investments purchased                                                                  $ 42,832,631                     
 
Payable for fund shares purchased                                                                 281,811                         
 
Accrued management fee                                                                              996,228                         
 
Other payables and accrued expenses                                                                 136,976                         
 
 Total liabilities                                                                                                44,247,646       
 
NET ASSETS                                                                                                        $ 1,627,024,622   
 
Net Assets consist of:                                                                                                  
 
Paid in capital                                                                                                   $ 1,431,223,621   
 
Undistributed net investment income                                                                              10,079,343       
 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions              12,980,183       
 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies       172,741,475      
 
NET ASSETS, for 61,161,987 shares outstanding                                                                     $ 1,627,024,622   
 
NET ASSET VALUE, offering price and redemption price per share ($1,627,024,622 (divided by) 61,161,987 shares)    $26.60           
 
</TABLE>
 
Statement of Operations
 
 
DRAFT
 
<TABLE>
<CAPTION>
<S>                                                                <C>           <C>            
Six Months Ended March 31, 1995 (Unaudited)                                                     
 
INVESTMENT INCOME                                                                $ 15,371,167   
Dividends                                                                                       
 
Interest                                                                          10,036,186    
 
 Total income                                                                     25,407,353    
 
EXPENSES                                                                                        
 
Management fee                                                     $ 4,633,147                  
Basic fee                                                                                       
 
 Performance adjustment                                             988,550                     
 
Transfer agent fees                                                 43,380                      
 
Accounting fees and expenses                                        301,548                     
 
Non-interested trustees' compensation                               12,894                      
 
Custodian fees and expenses                                         19,509                      
 
Registration fees                                                   3,560                       
 
Audit                                                               17,368                      
 
 Total expenses                                                                   6,019,956     
 
Net investment income                                                             19,387,397    
 
REALIZED AND UNREALIZED GAIN (LOSS)                                                             
Net realized gain (loss) on:                                                                    
 
 Investment securities                                              23,075,877                  
 
 Foreign currency transactions                                      10,019        23,085,896    
 
Change in net unrealized appreciation (depreciation) on:                                        
 
 Investment securities                                              56,076,886                  
 
 Assets and liabilities in foreign                                  (1,196)       56,075,690    
 currencies                                                                                     
 
Net gain (loss)                                                                   79,161,586    
 
Net increase (decrease) in net assets resulting from operations                  $ 98,548,983   
 
</TABLE>
 
Statement of Changes in Net Assets
 
 
DRAFT
 
<TABLE>
<CAPTION>
<S>                                                                                            <C>                <C>               
                                                                                                 SIX MONTHS         YEAR ENDED      
                                                                                               ENDED                SEPTEMBER 30,   
                                                                                                 MARCH 31, 1995     1994            
                                                                                                 (UNAUDITED)                        
 
INCREASE (DECREASE) IN NET ASSETS                                                                                                   
 
Operations                                                                                     $ 19,387,397       $ 20,640,012      
Net investment income                                                                                                               
 
 Net realized gain (loss)                                                                       23,085,896         172,578,769      
 
 Change in net unrealized appreciation (depreciation)                                           56,075,690         (43,203,503)     
 
 Net increase (decrease) in net assets resulting from operations                                98,548,983         150,015,278      
 
Distributions to shareholders:                                                                  (25,870,294)       (5,278,879)      
From net investment income                                                                                                          
 
 From net realized gain                                                                           (153,113,932)      (56,743,144)   
 
 
 Total  distributions                                                                             (178,984,226)      (62,022,023)   
 
 
Share transactions                                                                                129,217,882        246,738,564    
 
Net proceeds from sales of shares                                                                                                   
 
 
 Reinvestment of distributions                                                                    177,278,543        61,856,536     
 
 
 Cost of shares redeemed                                                                          (36,210,700)       (102,420,292)  
 
 
 Net increase (decrease) in net assets resulting from share transactions                          270,285,725        206,174,808    
 
 
  Total increase (decrease) in net assets                                                         189,850,482        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 $10,079,343 and $17,189,720,    $ 1,627,024,622    $ 1,437,174,140 
 
respectively)                                                                                                                       
 
 
OTHER INFORMATION                                                                                                                   
 
Shares                                                                                                                              
 
 
 Sold                                                                                             4,878,580          8,844,551      
 
                                                                                                                                    
 
 
 Issued in reinvestment of distributions                                                          7,319,506          2,322,816      
 
 
 Redeemed                                                                                         (1,377,463)        (3,672,057)    
 
 
 Net increase (decrease)                                                                          10,820,623         7,495,310      
 
 
</TABLE>
 
 
Financial Highlights
 
 
DRAFT
 
 
 
<TABLE>
<CAPTION>
<S>                 <C>                <C>               <C>               <C>                       <C>       <C>       <C>       
                      SIX MONTHS         YEAR ENDED        THREE MONTHS      YEARS ENDED JUNE 30,                                  
                       ENDED              SEPTEMBER 30,     ENDED                                                                   
                       MARCH 31, 1995                       SEPTEMBER 30,                                                           
 
                    (UNAUDITED)        1994              1993              1993                      1992      1991      1990    
 
SELECTED PER-SHARE DATA                                                                                                   
 
Net asset value, 
beginning of period  $ 28.55            $ 26.68           $ 26.46           $ 24.68                   $ 23.50   $ 21.11   $ 20.64   
 
Income from Investment Operations                                                                                         
 
 Net investment 
income               .32                .42               .04               .26                       .33       .29       .56C     
 
 Net realized and 
unrealized gain      1.19               2.86              1.23              4.85                      4.08      2.61      2.27     
(loss)                                                                                                                       
 
 Total from 
investment operations 1.51               3.28              1.27              5.11                      4.41      2.90      2.83     
 
Less Distributions    (.50)              (.12)             (.14)             (.36)                     (.34)     (.35)     (.36)    
From net investment 
income                                                                                                                    
 
 From net realized 
gain                  (2.96)             (1.29)            (.91)             (2.97)                    (2.89)    (.16)     (2.00)   
 
 Total distributions  (3.46)             (1.41)            (1.05)            (3.33)                    (3.23)    (.51)     (2.36)   
 
Net asset value, 
end of period        $ 26.60            $ 28.55           $ 26.68           $ 26.46                   $ 24.68   $ 23.50   $ 21.11   
 
TOTAL RETURN B       6.48%              12.67%            4.93%             23.28%                    20.61%    14.35%    14.42%   
 
RATIOS AND SUPPLEMENTAL DATA                                                                                           
 
Net assets, end of 
period (in millions) $ 1,627            $ 1,437           $ 1,143           $ 1,061                   $ 479     $ 326     $ 221     
 
Ratio of expenses 
to average net       .80%               .80%              .84%              .84%                      .88%      .84%      .87%     
assets               A                                    A                                                                         
 
Ratio of net 
investment income to  2.59%              1.56%             .69%              1.41%                     1.60%     1.70%     3.07%    
average net assets   A                                    A                                                               C         
 
Portfolio turnover 
rate                57%                72%               80%               81%                       113%      129%      112%     
                     A                                    A                                                                         
 
</TABLE>
 
A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND OF $.14 AND $.06
PER SHARE, RESPECTIVELY.
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD ENDED MARCH 31, 1995  (UNAUDITED) 
 
 
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 funds 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 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, which includes accretion of original
issue discount, 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 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.
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
DISTRIBUTIONS TO SHAREHOLDERS - CONTINUED
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital and may
affect net investment income per share. Undistributed net investment income
and accumulated undistributed net realized gain (loss) on investments 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.
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 securities, whose market value is required to be at least
102% of the resale price at the time of purchase. FMR, the funds'
investment adviser, is responsible for determining that the value of these
underlying securities remains at least equal to the resale price.
3. PURCHASES AND SALES OF INVESTMENTS. 
Destiny I: Purchases and sales of securities, other than short-term
securities, aggregated $993,811,566 and $965,986,998, respectively, of
which U.S. government and government agency obligations aggregated
$194,484,808 and $41,104,760, respectively.
Destiny II: Purchases and sales of securities, other than short-term
securities, aggregated $512,750,795 and $400,360,236, respectively, of
which U.S. government and government agency obligations aggregated
$101,693,125 and $15,414,880, 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. 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 fee
is subject to a performance 
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
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 annualized rates of .66% 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 $489,455 and $1,380,809 as its portion of the Creation
and Sales Charges of Destiny I and Destiny II, respectively, for the
period.
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 $520,873 and $243,743, 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 with companies which are or
were affiliates are as follows for Destiny I:
 Purchase Sales Dividend Market
Affiliate Cost Cost Income Value
Methode Electronics, Inc. Class A  $ - $ 174,954 $ 91,950 $ 23,911,650
 
 
THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE SUBMITTED FOR
THE GENERAL INFORMATION OF THE 
SHAREHOLDERS OF THE FUNDS. THIS REPORT IS NOT AUTHORIZED FOR DISTRIBUTION
TO PROSPECTIVE INVESTORS IN THE FUNDS 
UNLESS PRECEDED OR ACCOMPANIED BY AN EFFECTIVE PROSPECTUS. MUTUAL FUND
SHARES ARE NOT DEPOSITS OR 
OBLIGATIONS OF, OR GUARANTEED BY, ANY BANK OR DEPOSITORY INSTITUTION, THE
FDIC, THE FEDERAL RESERVE BOARD OR 
ANY OTHER AGENCY. MUTUAL FUNDS ARE SUBJECT TO INVESTMENT RISK, INCLUDING
THE POSSIBLE LOSS OF PRINCIPAL. NEITHER 
THE FUNDS NOR FIDELITY DISTRIBUTORS CORPORATION IS A BANK.
 



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