FIDELITY DESTINY PORTFOLIOS
N-30D, 1995-11-17
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FIDELITY
DESTINY
PORTFOLIOS:
DESTINY I
DESTINY II
Annual Report
Annual Report
September 30, 1995
September 30, 1995
Printed on recycled paper
6i
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., London, England
Fidelity Management & Research
 (Far East) Inc., Tokyo, Japan
OFFICERS
Edward C. Johnson 3d, PRESIDENT
J. Gary Burkhead, SENIOR VICE PRESIDENT
George A. Vanderheiden, VICE PRESIDENT
Arthur S. Loring, SECRETARY
Kenneth A. Rathgeber, TREASURER
Robert H. Morrison, MANAGER, SECURITY TRANSACTIONS
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
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
 DES-ANN-1195
 5105
6i
 
 
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. SHARES ARE NOT INSURED BY THE FDIC, THE FEDERAL RESERVE BOARD
OR ANY OTHER AGENCY, 
AND ARE SUBJECT TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL
AMOUNT INVESTED.
NEITHER THE FUNDS NOR FIDELITY DISTRIBUTORS CORPORATION IS A BANK.
 
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.
PERFORMANCE UPDATE - DESTINY I
$10,000 OVER 10 YEARS
              Destiny I (006) Standard & Poor's 
     09/30/85        10000.00          10000.00
     10/31/85        10490.74          10462.00
     11/30/85        11351.85          11179.69
     12/31/85        11962.96          11720.79
     01/31/86        12259.26          11786.43
     02/28/86        13490.74          12668.05
     03/31/86        14379.63          13374.93
     04/30/86        14333.33          13223.79
     05/31/86        14759.26          13927.30
     06/30/86        14851.85          14162.67
     07/31/86        13768.52          13370.98
     08/31/86        14712.62          14363.10
     09/30/86        13571.22          13175.27
     10/31/86        14233.23          13935.49
     11/30/86        14461.51          14274.12
     12/31/86        14187.57          13910.13
     01/31/87        16070.88          15783.82
     02/28/87        17143.79          16407.28
     03/31/87        17337.83          16881.46
     04/30/87        17326.42          16731.21
     05/31/87        17451.97          16876.77
     06/30/87        18182.47          17729.05
     07/31/87        19278.21          18627.91
     08/31/87        20301.60          19322.73
     09/30/87        19821.09          18899.56
     10/31/87        14789.07          14828.60
     11/30/87        13521.05          13606.72
     12/31/87        15024.17          14642.19
     01/31/88        15571.55          15258.63
     02/29/88        16666.31          15969.68
     03/31/88        16277.38          15476.22
     04/30/88        16637.50          15648.01
     05/31/88        16709.53          15784.14
     06/30/88        17919.53          16508.63
     07/31/88        17746.67          16445.90
     08/31/88        16986.86          15886.74
     09/30/88        17653.30          16563.52
     10/31/88        17890.26          17023.98
     11/30/88        17475.59          16780.54
     12/31/88        17950.25          17074.20
     01/31/89        19471.20          18324.03
     02/28/89        19034.49          17867.76
     03/31/89        19471.20          18284.08
     04/30/89        20359.68          19233.02
     05/31/89        21609.57          20011.96
     06/30/89        21127.68          19897.89
     07/31/89        22543.22          21694.67
     08/31/89        23153.49          22119.89
     09/30/89        23342.12          22029.20
     10/31/89        22556.19          21518.12
     11/30/89        22666.22          21957.09
     12/31/89        22534.92          22484.06
     01/31/90        21186.82          20975.38
     02/28/90        21636.19          21245.96
     03/31/90        22102.20          21808.98
     04/30/90        21386.54          21263.76
     05/31/90        23749.88          23336.97
     06/30/90        23699.95          23178.28
     07/31/90        23034.22          23104.11
     08/31/90        20675.45          21015.50
     09/30/90        19281.99          19992.04
     10/31/90        19142.65          19906.08
     11/30/90        20779.96          21192.01
     12/31/90        21825.06          21783.27
     01/31/91        24176.52          22733.02
     02/28/91        25848.67          24358.43
     03/31/91        26458.31          24947.90
     04/30/91        26789.26          25007.78
     05/31/91        28391.73          26088.11
     06/30/91        26527.98          24893.28
     07/31/91        28287.22          26053.30
     08/31/91        29246.93          26670.77
     09/30/91        28753.69          26225.37
     10/31/91        28625.82          26576.79
     11/30/91        26872.10          25505.74
     12/31/91        30319.58          28423.60
     01/31/92        30647.26          27894.92
     02/29/92        31765.21          28257.55
     03/31/92        31052.03          27706.53
     04/30/92        32169.98          28521.10
     05/31/92        32439.83          28660.86
     06/30/92        31880.86          28233.81
     07/31/92        33172.28          29388.57
     08/31/92        32292.82          28786.11
     09/30/92        32618.13          29125.78
     10/31/92        32422.95          29227.72
     11/30/92        33984.45          30224.39
     12/31/92        34913.70          30596.15
     01/31/93        35991.85          30853.16
     02/28/93        36106.55          31272.76
     03/31/93        37895.82          31932.61
     04/30/93        38125.21          31159.85
     05/31/93        39203.36          31994.93
     06/30/93        39501.57          32087.71
     07/31/93        40006.24          31959.36
     08/31/93        41384.47          33170.62
     09/30/93        41384.47          32915.21
     10/31/93        42906.32          33596.55
     11/30/93        42636.31          33277.39
     12/31/93        44137.56          33680.04
     01/31/94        46947.03          34825.16
     02/28/94        46238.10          33881.40
     03/31/94        44058.79          32404.17
     04/30/94        45371.62          32818.95
     05/31/94        45712.96          33357.18
     06/30/94        44426.38          32539.93
     07/31/94        45896.76          33607.24
     08/31/94        47971.04          34985.13
     09/30/94        46474.41          34128.00
     10/31/94        47498.42          34895.88
     11/30/94        45870.50          33624.97
     12/31/94        46092.56          34123.63
     01/31/95        46534.24          35008.45
     02/28/95        48111.67          36372.73
     03/31/95        49468.26          37446.09
     04/30/95        51329.63          38548.88
     05/31/95        53727.33          40089.68
     06/30/95        55557.15          41020.96
     07/31/95        57544.72          42381.22
     08/31/95        58049.49          42487.59
     09/29/95        59248.34          44280.57
 
$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
              Destiny II (210)Standard & Poor's
     12/30/85        10000.00         10000.00
     12/31/85        10130.00         10081.75
     01/31/86        11240.00         10138.21
     02/28/86        12320.00         10896.55
     03/31/86        14600.00         11504.57
     04/30/86        15280.00         11374.57
     05/31/86        16140.00         11979.70
     06/30/86        16530.00         12182.15
     07/31/86        15620.00         11501.17
     08/31/86        16003.11         12354.56
     09/30/86        15065.35         11332.84
     10/31/86        15972.53         11986.74
     11/30/86        16288.51         12278.02
     12/31/86        16237.55         11964.93
     01/31/87        18215.00         13576.61
     02/28/87        20141.49         14112.88
     03/31/87        20335.16         14520.74
     04/30/87        20365.74         14391.51
     05/31/87        20508.44         14516.72
     06/30/87        21385.05         15249.81
     07/31/87        22628.60         16022.98
     08/31/87        23791.87         16620.63
     09/30/87        23126.67         16256.64
     10/31/87        16884.91         12754.96
     11/30/87        15499.08         11703.95
     12/31/87        17383.76         12594.62
     01/31/88        17898.14         13124.86
     02/29/88        19476.36         13736.47
     03/31/88        19359.45         13312.02
     04/30/88        19862.14         13459.78
     05/31/88        19663.40         13576.88
     06/30/88        21335.14         14200.06
     07/31/88        21218.24         14146.10
     08/31/88        20470.05         13665.13
     09/30/88        21300.07         14247.27
     10/31/88        21346.84         14643.34
     11/30/88        20680.48         14433.94
     12/31/88        21350.62         14686.53
     01/31/89        23136.88         15761.59
     02/28/89        22678.25         15369.13
     03/31/89        22967.91         15727.23
     04/30/89        24295.54         16543.47
     05/31/89        25828.34         17213.48
     06/30/89        24911.07         17115.36
     07/31/89        26407.67         18660.88
     08/31/89        27251.47         19026.63
     09/30/89        27404.57         18948.62
     10/31/89        26511.50         18509.02
     11/30/89        26766.66         18886.60
     12/31/89        26990.13         19339.88
     01/31/90        25234.89         18042.17
     02/28/90        25707.45         18274.92
     03/31/90        26342.04         18759.20
     04/30/90        25531.93         18290.22
     05/31/90        28448.32         20073.52
     06/30/90        28502.33         19937.02
     07/31/90        27489.69         19873.22
     08/31/90        24515.39         18076.68
     09/30/90        22685.68         17196.35
     10/31/90        22520.59         17122.40
     11/30/90        24831.81         18228.51
     12/31/90        26309.30         18737.08
     01/31/91        29263.38         19554.02
     02/28/91        31551.75         20952.13
     03/31/91        32550.31         21459.18
     04/30/91        33188.28         21510.68
     05/31/91        35074.45         22439.94
     06/30/91        32591.92         21412.19
     07/31/91        34880.29         22410.00
     08/31/91        36250.88         22941.12
     09/30/91        35631.86         22558.00
     10/31/91        35480.87         22860.28
     11/30/91        33185.94         21939.01
     12/31/91        37207.75         24448.83
     01/31/92        37924.51         23994.08
     02/29/92        39517.30         24306.00
     03/31/92        38306.78         23832.04
     04/30/92        39596.94         24532.70
     05/31/92        40202.21         24652.91
     06/30/92        39310.24         24285.58
     07/31/92        40887.11         25278.86
     08/31/92        39700.87         24760.64
     09/30/92        39823.41         25052.82
     10/31/92        39805.90         25140.50
     11/30/92        41801.45         25997.80
     12/31/92        42968.79         26317.57
     01/31/93        44452.37         26538.64
     02/28/93        44562.26         26899.56
     03/31/93        46430.47         27467.14
     04/30/93        46430.47         26802.44
     05/31/93        48042.26         27520.74
     06/30/93        48463.52         27600.55
     07/31/93        48921.42         27490.15
     08/31/93        50717.96         28532.03
     09/30/93        50851.37         28312.33
     10/31/93        52757.35         28898.40
     11/30/93        52547.69         28623.86
     12/31/93        54487.08         28970.21
     01/31/94        57918.86         29955.20
     02/28/94        57216.45         29143.41
     03/31/94        54426.88         27872.76
     04/30/94        56052.46         28229.53
     05/31/94        56453.83         28692.49
     06/30/94        54788.12         27989.53
     07/31/94        56574.25         28907.58
     08/31/94        59163.14         30092.80
     09/30/94        57296.73         29355.52
     10/31/94        58541.00         30016.02
     11/30/94        56674.59         28922.84
     12/31/94        56926.89         29351.76
     01/31/95        57523.22         30112.85
     02/28/95        59403.96         31286.35
     03/31/95        61009.48         32209.61
     04/30/95        63234.26         33158.19
     05/31/95        66078.31         34483.52
     06/30/95        68303.09         35284.57
     07/31/95        70642.55         36454.61
     08/31/95        71261.82         36546.11
     09/29/95        72752.65         38088.35
 
 
$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
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
 
 
DRAFT
 
 
 
<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
 
 
DRAFT
 
 
 
<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
 
 
DRAFT
        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>
 
Financial Highlights
 
 
DRAFT
 
 
 
<TABLE>
<CAPTION>
<S>                                  <C>                <C>         <C>               <C>                       <C>       <C>       
                                     YEARS ENDED                    THREE MONTHS      YEARS ENDED JUNE 30,                        
                                      SEPTEMBER 30,                  ENDED                                                         
                                                                    SEPTEMBER 30,                                                 
 
                                     1995               1994 C      1993              1993                      1992      1991    
 
SELECTED PER-SHARE DATA                                                                                                    
 
Net asset value, beginning of period $ 17.70            $ 16.86     $ 17.22           $ 16.54                   $ 15.23   $ 14.24   
 
Income from Investment Operations                                                                                      
 
 Net investment income               .41                .30         .04               .26                       .31       .33      
 
 Net realized and unrealized gain 
(loss)                               3.54               1.69        .75               3.16                      2.55      1.25     
 
 Total from investment operations    3.95               1.99        .79               3.42                      2.86      1.58     
 
Less Distributions                   (.34)              (.11)       (.14)             (.30)                     (.49)     (.10)    
From net investment income                                                                                                         
 
 From net realized gain              (2.53)             (1.04)      (1.01)            (2.44)                    (1.06)    (.49)    
 
 Total distributions                  (2.87)             (1.15)      (1.15)            (2.74)                    (1.55)    (.59)    
 
Net asset value, end of period       $ 18.78            $ 17.70     $ 16.86           $ 17.22                   $ 16.54   $ 15.23   
 
TOTAL RETURN  B                     27.49%             12.30%      4.77%             23.90%                    20.18%    11.93%   
 
RATIOS AND SUPPLEMENTAL DATA                                                                                                
 
Net assets, end of period (in 
millions)                          $ 4,053            $ 3,273     $ 2,973           $ 2,869                   $ 2,373   $ 2,023   
 
Ratio of expenses to average net 
assets                              .68%               .70%        .65%              .66%                      .61%      .50%     
                                                                   A                                                               
 
Ratio of net investment income 
to average net assets                2.35%              1.69%       1.11%             1.83%                     2.00%     2.45%    
                                                                    A                                                               
 
Portfolio turnover rate               55%                77%         82%               75%                       75%       84%      
                                                                    A                                                               
 
</TABLE>
 
A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C 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.
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
 
 
DRAFT
 
 
 
<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
 
 
DRAFT
 
<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
 
 
DRAFT
 
<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>
 
Financial Highlights
 
 
DRAFT
 
 
 
<TABLE>
<CAPTION>
<S>                                <C>                <C>          <C>               <C>                       <C>       <C>       
                                   YEARS ENDED                     THREE MONTHS                                                  
                                   SEPTEMBER 30,                   ENDED             YEARS ENDED JUNE 30,                        
                                                                   SEPTEMBER 30,                                                 
 
                                   1995               1994  C      1993              1993                      1992      1991    
 
SELECTED PER-SHARE DATA            
 
Net asset value, beginning of 
period                             $ 28.55            $ 26.68      $ 26.46           $ 24.68                   $ 23.50   $ 21.11   
 
Income from Investment Operations    
 
 Net investment income             .66                .42          .04               .26                       .33       .29      
 
 Net realized and unrealized gain 
(loss)                             5.97               2.86         1.23              4.85                      4.08      2.61     
 
 Total from investment operations  6.63               3.28         1.27              5.11                      4.41      2.90     
 
Less Distributions                 (.50)              (.12)        (.14)             (.36)                     (.34)     (.35)    
From net investment income         
 
 From net realized gain            (2.96)             (1.29)       (.91)             (2.97)                    (2.89)    (.16)    
 
 Total distributions               (3.46)             (1.41)       (1.05)            (3.33)                    (3.23)    (.51)    
 
Net asset value, end of period     $ 31.72            $ 28.55      $ 26.68           $ 26.46                   $ 24.68   $ 23.50   
 
TOTAL RETURN  B                    26.98%             12.67%       4.93%             23.28%                    20.61%    14.35%   
 
RATIOS AND SUPPLEMENTAL DATA       
 
Net assets, end of period (in 
millions)                          $ 2,032            $ 1,437      $ 1,143           $ 1,061                   $ 479     $ 326     
 
Ratio of expenses to average net 
assets                             .80%               .80%         .84%              .84%                      .88%      .84%     
                                                                   A                                                               
 
Ratio of net investment income to 
average net assets                 2.33%              1.56%        .69%              1.41%                     1.60%     1.70%    
                                                                    A                                                               
 
Portfolio turnover rate            52%                72%          80%               81%                       113%      129%     
                                                                   A                                                               
 
A ANNUALIZED           
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C 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. 
 
</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
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



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