FIDELITY DESTINY PORTFOLIOS
N-30D, 1997-11-14
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FIDELITY
DESTINY
PORTFOLIOS:
DESTINY I
DESTINY II
Annual Report
Annual Report
September 30, 1997
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
Robert C. Pozen, SENIOR VICE PRESIDENT
Willliam J. Hayes, VICE PRESIDENT
Abigail Johnson, VICE PRESIDENT
George A. Vanderheiden, VICE PRESIDENT
Arthur S. Loring, SECRETARY
Richard A. Silver, TREASURER
Robert H. Morrison, MANAGER, SECURITY TRANSACTIONS
John H. Costello, ASSISTANT TREASURER
Leonard M. Rush, ASSISTANT TREASURER
BOARD OF TRUSTEES
Ralph F. Cox *
Phyllis Burke Davis *
Robert M. Gates *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
Marvin L. Mann *
William O. McCoy *
Gerald C. McDonough *
Thomas R. Williams *
ADVISORY BOARD
J. Gary Burkhead
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Company, Inc.
Boston, MA
CUSTODIAN
State Street Bank and Trust Company
Boston, MA
 DES-ANN-1197
 42276
6i
* INDEPENDENT TRUSTEES
CONTENTS
 
 
 
<TABLE>
<CAPTION>
<S>                                   <C>    <C>                                                       
FUND TALK                             A-3    The manager's review of the funds' performance,           
                                             strategy and outlook.                                     
 
PERFORMANCE                           A-6    How the funds have done over time.                        
 
INVESTMENT CHANGES                    A-8    A summary of major shifts in the funds' investments       
                                             over the past six months.                                 
 
DESTINY I                                                                                              
 
 INVESTMENTS                          A-9    A complete list of the fund's investments                 
                                             with their market values.                                 
 
 FINANCIAL STATEMENTS                 A-14   Statements of assets and liabilities, operations, and     
                                             changes in net assets, as well as financial highlights.   
 
DESTINY II                                                                                             
 
 INVESTMENTS                          A-18   A complete list of the fund's investments                 
                                             with their market values.                                 
 
 FINANCIAL STATEMENTS                 A-23   Statements of assets and liabilities, operations, and     
                                             changes in net assets, as well as financial highlights.   
 
NOTES                                 A-27   Notes to the financial statements.                        
 
REPORT OF INDEPENDENT ACCOUNTANTS     A-30   The auditors' opinion.                                    
 
DISTRIBUTIONS                         A-31                                                             
 
</TABLE>
 
 
 
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, 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.
FUND TALK: THE MANAGER'S OVERVIEW
 
 
 
MARKET RECAP
The U.S. stock market - supported by moderate 
economic growth and subdued inflation - turned in a 
strong performance for the 12 months that ended 
September 30, 1997. The Standard & Poor's 500 
Index, a broad measure of the U.S. stock market, 
returned 40.45% during the period, well above its 
long-term annual average of approximately 11%.
The stock market spent much of the past 12 months 
breaking price and trading volume records. Solid 
corporate earnings, large cash inflows into mutual 
funds, widespread optimism and a generally 
favorable interest-rate climate boosted share prices 
higher, especially among large-capitalization, 
household-name stocks. Concerns in the springtime 
over an overheating economy combined with 
earnings shortfall announcements from several key 
companies toward the end of the period provided the 
only considerable hiccups in the market's rise. When 
the Federal Reserve Board raised a key short-term 
interest rate in March, an already richly priced market 
sold off sharply. From that point on, with positive 
economic news being the primary catalyst, the 
market soared. In July, the Dow Jones Industrial 
Average surged past the 8000 mark for the first time 
ever. August, however, posed a different story as 
inflation fears, a weakened dollar and sluggish 
corporate earnings ate away at some of the market's 
prior gains, particularly among the aforementioned 
large-cap stocks. The silver lining in this decline, 
though, was the overall broadening of the market, as 
small- and mid-cap stocks began to perform well, 
leading to a relatively strong September.
 
AN INTERVIEW WITH 
GEORGE A. VANDERHEIDEN, 
PORTFOLIO MANAGER 
OF FIDELITY DESTINY 
PORTFOLIOS
Q. HOW DID THE FUNDS PERFORM, GEORGE?
A. For the 12-month period that ended September 30, 1997, Destiny I
and II produced returns of 36.29% and 34.72%, respectively. The
Standard & Poor's 500 Index had a return of 40.45% for the same
period, while the growth funds average, as tracked by Lipper
Analytical Services, returned 33.52%. 
Q. HOW HAVE CHANGES IN THE INVESTMENT CLIMATE AFFECTED THE FUNDS?
A. One of the biggest equity market changes in recent months has been
the dominance of small-company stocks over large-company stocks. I
believe the recent outperformance of small-capitalization stocks is
due to several factors. First, when the Federal Reserve Board starts
raising rates, as it did this past spring, investors typically take
refuge in those stocks with lower, more conservative valuations. For
the past several years, large-cap stocks have outperformed small-cap
stocks. Consequently, small stocks have become more undervalued
relative to large stocks. As a result, over the past few months we've
seen small stocks rally while the richly priced, big-name consumer
growth stocks have languished. Second, large-cap companies have
recently seen their earnings growth slow. The valuation levels of many
large-cap companies, particularly in the consumer and technology
sectors, were based upon continued strength in earnings growth. Third,
small-cap stocks have historically outperformed when economic strength
is broadening and accelerating as it has in 1997, particularly after
an economic slowdown like we had in the first three quarters of 1996.
Q. WHAT EVENTS PLAYED KEY ROLES IN THE FUNDS' PERFORMANCE?
A. During the early fall of 1996, I continued to increase the funds'
positions in technology companies, including manufacturers of
semiconductors and semiconductor capital equipment. By late summer of
1997, valuations in many technology companies had risen to levels that
allowed little margin for error. After many of the large technology
companies reported below-estimate earnings, I began to reduce my
positions in many of the funds' technology holdings.
Q. WHAT MARKET SECTORS HELPED THE FUNDS' PERFORMANCE?
A. Over the past year, stocks in the consumer nondurable and
technology sectors have had the biggest impact on performance. Despite
the stigma of litigation, tobacco and consumer nondurable giant Philip
Morris was the biggest single contributor to the funds' performance
for the year. Strong growth in personal computer sales and corporate
spending on telecommunications and networking hardware also propelled
the funds' technology-related holdings to strong gains. IBM and Compaq
were particularly good performers.
Q. HAVE RECENT DEVELOPMENTS WITH COLUMBIA/HCA AND PHILIP MORRIS
CHANGED YOUR VIEW OF THESE STOCKS?
A. After the news broke about the government investigation into the
Medicare billing practices of Columbia/HCA, its market valuation
declined by over $10 billion from its peak this year in March. I felt
that any fine imposed by the government was more than adequately
reflected in this market discount. Further, I believed any fine would
be tax-deductible to Columbia/HCA and that the impact of the
government investigation was already reflected in the stock price. In
addition, management was in the process of seeking a settlement with
the government. When management has cooperated with the government in
similar cases with other companies in the past, the company's stock
price has rebounded during and after the settlement agreement process.
In turn then, I felt Columbia had good long-term business prospects,
as its hospitals are in prime locations and 20% of them have a
monopoly position.
Litigation has been a way of life for tobacco companies since the
Surgeon General's first warning about the effects of smoking over 30
years ago. If investors had decided to sell Philip Morris after that
first warning, they would have missed the more than 32,700% increase
in its price - excluding reinvested dividends - since that time. While
past performance is no guarantee of future results, this phenomenal
increase in the price of Philip Morris equates to a gain of roughly
18% per year for the past 35 years. Despite the ongoing tobacco
litigation, Philip Morris had strong business prospects and was
attractively priced as the period closed. The company has some of the
strongest brand names in the consumer industry and can use this
advantage to increase market share in new global markets.
Q. HOW DID THE FUNDS' BOND AND CASH HOLDINGS AFFECT PERFORMANCE?
A. Relative to the performance of the S&P 500, the bond and cash
holdings hurt performance over the past 12 months. The allocations to
bonds reduced the return of the funds by approximately 3%. Compared to
the S&P 500, the allocation to cash reduced the return of the funds by
about 1%-2%. Over the past year, the equity holdings in the funds
returned more than 42%, outperforming the S&P 500 return of 40.45%.
Q. WHY DO THE DESTINY FUNDS OWN BONDS?
A. I own bonds because they are currently among the most undervalued
and attractively priced financial assets. Four years ago, the long
bond yield - also known as the 30-year Treasury bond - was 5.94%.
Since then, inflation has declined and industrial capacity has, on
average, grown in line with demand. In spite of this, long bond prices
remain below their level of four years ago. In addition, although the
investment community considers it unlikely, deflation is one potential
shock to the economy that could disrupt the stock market. In this
scenario, the economy slows due to a cycle of capital investment in
strong markets that eventually results in industry overcapacity, which
then leads to weaker product prices. As a result, corporate earnings
fall sharply and the stock market declines. Though I also consider
this development unlikely, Treasury bonds would be the best assets to
own in this scenario.
Q. WHAT IS YOUR OUTLOOK FOR THE STOCK MARKET AND THE DESTINY FUNDS?
A. The most widely held view, and the one that dominates my
positioning of the Destiny funds, is the so-called "Goldilocks"
economy. In this scenario, real GDP - the gross domestic product
adjusted for inflation -  grows between 2.5%-3% per year, inflation
stays restrained, profits grow at their long-term growth rate of
7%-8%, and the stock market rises in line with corporate profits. 
Another possibility that is reflected in the funds' positioning is
deflation, which I mentioned earlier.  I have positioned the Destiny
funds with both economic scenarios in mind.
The funds' stock selection emphasizes companies with strong business
prospects and attractive valuation levels. I have recently positioned
the fund to take advantage of a low inflation environment by focusing
on four areas: (1) innovative companies in the technology, health
care, and telecommunications sectors that can rely on unit growth to
increase earnings, (2) companies in the financial sector that should
benefit from falling interest rates, (3) global companies that have
strong proprietary advantages and can use these advantages to grow
market share worldwide, and (4) industries in consolidation that still
have strong growth rates. There will always be short-term fluctuations
in the marketplace. I remain focused on the long-term and have
positioned the funds to take advantage of the investment climate over
the next five to 10 years.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO
MANAGER ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON
THE COVER. THE MANAGER'S VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED
ON MARKET AND OTHER CONDITIONS.
 
GEORGE VANDERHEIDEN ON THE IMPORTANCE OF 
BEING A LONG-TERM INVESTOR:
"With the explosion of the Internet, cable and 
satellite television, cellular phones, and personal 
computers, our society has become overloaded 
with information. Investors are constantly 
bombarded from all angles with reports of the 
latest economic developments and stock market 
activity. In this environment of instantaneous 
reporting of short- term market fluctuations, it can 
be all too easy to lose sight of your long-term 
investment objectives. Destiny shareholders saving 
for a child's college education or saving for 
retirement, may have an investment time horizon of 
15 to 25 years or more. Over a time period this 
long, you should remain focused on maintaining 
your regular investment schedule. Although this 
can be distressing at times, keep in mind that 
short-term market fluctuations are essentially 
meaningless over the long-term. For example, if 
you had invested in the S&P 500 at the peak of the 
market in December 1972, your portfolio would have 
lost over 40% of its value during the following two 
years. However, if you had remained focused on your 
long-term objectives and stayed fully invested, by 
1997 your portfolio would have had an average 
return of over 12% per year. I manage the Destiny 
funds with a similar long-term perspective in mind. 
Rather than become distracted by the investment 
fads of the moment, I remain focused on investing 
in securities that I believe offer the best return 
potential over the next five to 10 years. I also keep 
the funds diversified across industry sectors and 
invest a portion of the funds in bonds when I feel 
they are undervalued. I have been in this business 
since 1968 and have learned to hedge my 
investment choices when I feel I don't have all 
the answers. This gives me confidence that 
regardless of the state of the economy, Destiny 
shareholders will be well-positioned." 
FUND FACTS
GOAL: seeks capital growth
START DATE: Destiny I: July 10, 1970; Destiny II: 
December 30, 1985
SIZE: as of September 30, 1997, Destiny I: 
more than $5.9 billion; Destiny II: more than 
$3.6 billion
MANAGER: George Vandherheiden, Destiny I 
since 1980, Destiny II since 1985; joined 
Fidelity in 1971
(checkmark)
FIDELITY DESTINY PORTFOLIOS: DESTINY I
 
PERFORMANCE: THE BOTTOM LINE
 
 
$10,000 OVER 10 YEARS
IMAHDR PRASUN   SHR__CHT 19970930 19971014 100311 S00000000000001
             Destiny I                   S&P 500
             00006                       SP001
  1987/09/30      10000.00                    10000.00
  1987/10/31       7461.28                     7846.00
  1987/11/30       6821.55                     7199.49
  1987/12/31       7579.89                     7747.37
  1988/01/31       7856.05                     8073.54
  1988/02/29       8408.37                     8449.76
  1988/03/31       8212.15                     8188.66
  1988/04/30       8393.84                     8279.56
  1988/05/31       8430.18                     8351.59
  1988/06/30       9040.64                     8734.93
  1988/07/31       8953.43                     8701.74
  1988/08/31       8570.10                     8405.88
  1988/09/30       8906.32                     8763.97
  1988/10/31       9025.87                     9007.61
  1988/11/30       8816.66                     8878.80
  1988/12/31       9056.14                     9034.18
  1989/01/31       9823.48                     9695.48
  1989/02/28       9603.15                     9454.06
  1989/03/31       9823.48                     9674.34
  1989/04/30      10271.73                    10176.44
  1989/05/31      10902.31                    10588.58
  1989/06/30      10659.19                    10528.23
  1989/07/31      11373.35                    11478.93
  1989/08/31      11681.24                    11703.91
  1989/09/30      11776.41                    11655.93
  1989/10/31      11379.89                    11385.51
  1989/11/30      11435.41                    11617.78
  1989/12/31      11369.17                    11896.60
  1990/01/31      10689.03                    11098.34
  1990/02/28      10915.74                    11241.51
  1990/03/31      11150.85                    11539.41
  1990/04/30      10789.79                    11250.92
  1990/05/31      11982.13                    12347.89
  1990/06/30      11956.94                    12263.92
  1990/07/31      11621.07                    12224.68
  1990/08/31      10431.04                    11119.57
  1990/09/30       9728.02                    10578.04
  1990/10/31       9657.72                    10532.56
  1990/11/30      10483.77                    11212.96
  1990/12/31      11011.03                    11525.80
  1991/01/31      12197.37                    12028.33
  1991/02/28      13041.00                    12888.35
  1991/03/31      13348.57                    13200.25
  1991/04/30      13515.53                    13231.93
  1991/05/31      14324.00                    13803.55
  1991/06/30      13383.72                    13171.35
  1991/07/31      14271.28                    13785.13
  1991/08/31      14755.46                    14111.84
  1991/09/30      14506.62                    13876.17
  1991/10/31      14442.10                    14062.12
  1991/11/30      13557.33                    13495.41
  1991/12/31      15296.63                    15039.29
  1992/01/31      15461.95                    14759.56
  1992/02/29      16025.97                    14951.43
  1992/03/31      15666.16                    14659.88
  1992/04/30      16230.18                    15090.88
  1992/05/31      16366.32                    15164.82
  1992/06/30      16084.31                    14938.87
  1992/07/31      16735.86                    15549.87
  1992/08/31      16292.15                    15231.10
  1992/09/30      16456.28                    15410.82
  1992/10/31      16357.80                    15464.76
  1992/11/30      17145.60                    15992.11
  1992/12/31      17614.42                    16188.81
  1993/01/31      18158.36                    16324.80
  1993/02/28      18216.23                    16546.81
  1993/03/31      19118.94                    16895.95
  1993/04/30      19234.67                    16487.07
  1993/05/31      19778.61                    16928.92
  1993/06/30      19929.06                    16978.02
  1993/07/31      20183.67                    16910.11
  1993/08/31      20879.01                    17551.00
  1993/09/30      20879.01                    17415.86
  1993/10/31      21646.80                    17776.36
  1993/11/30      21510.58                    17607.49
  1993/12/31      22267.98                    17820.54
  1994/01/31      23685.40                    18426.44
  1994/02/28      23327.73                    17927.08
  1994/03/31      22228.24                    17145.46
  1994/04/30      22890.58                    17364.92
  1994/05/31      23062.79                    17649.71
  1994/06/30      22413.70                    17217.29
  1994/07/31      23155.52                    17782.02
  1994/08/31      24202.02                    18511.08
  1994/09/30      23446.95                    18057.56
  1994/10/31      23963.58                    18463.85
  1994/11/30      23142.27                    17791.40
  1994/12/31      23254.30                    18055.25
  1995/01/31      23477.14                    18523.42
  1995/02/28      24272.97                    19245.28
  1995/03/31      24957.39                    19813.20
  1995/04/30      25896.48                    20396.70
  1995/05/31      27106.15                    21211.96
  1995/06/30      28029.32                    21704.71
  1995/07/31      29032.07                    22424.44
  1995/08/31      29286.74                    22480.73
  1995/09/30      29891.57                    23429.41
  1995/10/31      30130.32                    23345.77
  1995/11/30      30989.82                    24370.65
  1995/12/31      31846.82                    24840.03
  1996/01/31      32441.61                    25685.58
  1996/02/29      32322.66                    25923.69
  1996/03/31      32237.69                    26173.33
  1996/04/30      32849.47                    26559.13
  1996/05/31      33563.22                    27244.09
  1996/06/30      33801.14                    27347.89
  1996/07/31      32764.50                    26139.66
  1996/08/31      33036.41                    26690.94
  1996/09/30      34684.83                    28193.11
  1996/10/31      36010.36                    28970.68
  1996/11/30      38746.40                    31160.57
  1996/12/31      37753.02                    30543.28
  1997/01/31      39600.15                    32451.62
  1997/02/28      39958.27                    32706.04
  1997/03/31      37903.81                    31362.15
  1997/04/30      39807.48                    33234.47
  1997/05/31      42370.84                    35257.79
  1997/06/30      43727.92                    36837.33
  1997/07/31      47045.21                    39768.48
  1997/08/31      45348.87                    37540.65
  1997/09/30      47271.39                    39596.75
IMATRL PRASUN   SHR__CHT 19970930 19971014 100314 R00000000000123
$10,000 OVER 10 YEARS:  Let's say hypothetically that $10,000 was
invested in Destiny I on September 30, 1987. As the chart shows, by
September 30, 1997, the value of the investment would have grown to
$47,271 - a 372.71% increase on the initial investment. For
comparison, look at how the S&P 500 did over the same period. With
dividends and capital gains, if any, reinvested, the same $10,000
investment would have grown to $39,597 - a 295.97% increase.
CUMULATIVE TOTAL RETURNS
PERIOD ENDED                          PAST 1   PAST 5    PAST 10   
SEPTEMBER 30, 1997                    YEAR     YEARS     YEARS     
 
Destiny I                             36.29%   187.25%   372.71%   
 
S&P 500(registered trademark)         40.45%   156.94%   295.97%   
 
AVERAGE ANNUAL TOTAL RETURNS
PERIOD ENDED             PAST 1    PAST 5   PAST 10   
SEPTEMBER 30, 1997       YEAR      YEARS    YEARS     
 
Destiny I                36.29%    23.50%   16.80%    
 
$50/month 15-Year Plan   -34.85%   19.04%   15.27%    
 
The charts above show Destiny I 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); the figures provided for a "$50/month 15-year plan" illustrate
the fund's performance adjusted to reflect fees and sales charges
assessed by the Plans. The illustrations assume an initial investment
at the beginning of each period shown. Because the illustrations
assume lump sum investments, they do not reflect what investors would
have earned had they made regular monthly investments over the period.
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, a widely recognized,
unmanaged index of common stocks, 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.
FIDELITY DESTINY PORTFOLIOS: DESTINY II
 
PERFORMANCE: THE BOTTOM LINE
 
 
$10,000 OVER 10 YEARS
IMAHDR PRASUN   SHR__CHT 19970930 19971014 100847 S00000000000001
             Destiny II                  S&P 500
             00306                       SP001
  1987/09/30      10000.00                    10000.00
  1987/10/31       7301.05                     7846.00
  1987/11/30       6701.82                     7199.49
  1987/12/31       7516.76                     7747.37
  1988/01/31       7739.18                     8073.54
  1988/02/29       8421.60                     8449.76
  1988/03/31       8371.05                     8188.66
  1988/04/30       8588.41                     8279.56
  1988/05/31       8502.48                     8351.59
  1988/06/30       9225.34                     8734.93
  1988/07/31       9174.79                     8701.74
  1988/08/31       8851.27                     8405.88
  1988/09/30       9210.18                     8763.97
  1988/10/31       9230.40                     9007.61
  1988/11/30       8942.26                     8878.80
  1988/12/31       9232.04                     9034.18
  1989/01/31      10004.42                     9695.48
  1989/02/28       9806.10                     9454.06
  1989/03/31       9931.35                     9674.34
  1989/04/30      10505.42                    10176.44
  1989/05/31      11168.21                    10588.58
  1989/06/30      10771.58                    10528.23
  1989/07/31      11418.71                    11478.93
  1989/08/31      11783.57                    11703.91
  1989/09/30      11849.77                    11655.93
  1989/10/31      11463.60                    11385.51
  1989/11/30      11573.94                    11617.78
  1989/12/31      11670.56                    11896.60
  1990/01/31      10911.60                    11098.34
  1990/02/28      11115.93                    11241.51
  1990/03/31      11390.33                    11539.41
  1990/04/30      11040.04                    11250.92
  1990/05/31      12301.09                    12347.89
  1990/06/30      12324.44                    12263.92
  1990/07/31      11886.58                    12224.68
  1990/08/31      10600.49                    11119.57
  1990/09/30       9809.32                    10578.04
  1990/10/31       9737.93                    10532.56
  1990/11/30      10737.30                    11212.96
  1990/12/31      11376.18                    11525.80
  1991/01/31      12653.52                    12028.33
  1991/02/28      13643.01                    12888.35
  1991/03/31      14074.79                    13200.25
  1991/04/30      14350.65                    13231.93
  1991/05/31      15166.23                    13803.55
  1991/06/30      14092.78                    13171.35
  1991/07/31      15082.28                    13785.13
  1991/08/31      15674.93                    14111.84
  1991/09/30      15407.26                    13876.17
  1991/10/31      15341.97                    14062.12
  1991/11/30      14349.64                    13495.41
  1991/12/31      16088.67                    15039.29
  1992/01/31      16398.60                    14759.56
  1992/02/29      17087.33                    14951.43
  1992/03/31      16563.90                    14659.88
  1992/04/30      17121.77                    15090.88
  1992/05/31      17383.48                    15164.82
  1992/06/30      16997.79                    14938.87
  1992/07/31      17679.64                    15549.87
  1992/08/31      17166.71                    15231.10
  1992/09/30      17219.69                    15410.82
  1992/10/31      17212.12                    15464.76
  1992/11/30      18075.00                    15992.11
  1992/12/31      18579.76                    16188.81
  1993/01/31      19221.26                    16324.80
  1993/02/28      19268.78                    16546.81
  1993/03/31      20076.59                    16895.95
  1993/04/30      20076.59                    16487.07
  1993/05/31      20773.53                    16928.92
  1993/06/30      20955.69                    16978.02
  1993/07/31      21153.68                    16910.11
  1993/08/31      21930.51                    17551.00
  1993/09/30      21988.20                    17415.86
  1993/10/31      22812.34                    17776.36
  1993/11/30      22721.69                    17607.49
  1993/12/31      23560.28                    17820.54
  1994/01/31      25044.19                    18426.44
  1994/02/28      24740.46                    17927.08
  1994/03/31      23534.25                    17145.46
  1994/04/30      24237.15                    17364.92
  1994/05/31      24410.71                    17649.71
  1994/06/30      23690.45                    17217.29
  1994/07/31      24462.77                    17782.02
  1994/08/31      25582.21                    18511.08
  1994/09/30      24775.18                    18057.56
  1994/10/31      25313.20                    18463.85
  1994/11/30      24506.16                    17791.40
  1994/12/31      24615.26                    18055.25
  1995/01/31      24873.11                    18523.42
  1995/02/28      25686.35                    19245.28
  1995/03/31      26380.57                    19813.20
  1995/04/30      27342.57                    20396.70
  1995/05/31      28572.34                    21211.96
  1995/06/30      29534.34                    21704.71
  1995/07/31      30545.93                    22424.44
  1995/08/31      30813.70                    22480.73
  1995/09/30      31458.34                    23429.41
  1995/10/31      31716.19                    23345.77
  1995/11/30      32579.01                    24370.65
  1995/12/31      33467.00                    24840.03
  1996/01/31      34092.55                    25685.58
  1996/02/29      33946.59                    25923.69
  1996/03/31      33831.90                    26173.33
  1996/04/30      34457.45                    26559.13
  1996/05/31      35176.84                    27244.09
  1996/06/30      35406.21                    27347.89
  1996/07/31      34374.05                    26139.66
  1996/08/31      34655.54                    26690.94
  1996/09/30      36313.25                    28193.11
  1996/10/31      37626.91                    28970.68
  1996/11/30      40473.17                    31160.57
  1996/12/31      39443.71                    30543.28
  1997/01/31      41312.27                    32451.62
  1997/02/28      41753.93                    32706.04
  1997/03/31      39647.55                    31362.15
  1997/04/30      41516.12                    33234.47
  1997/05/31      44098.13                    35257.79
  1997/06/30      45423.12                    36837.33
  1997/07/31      48786.53                    39768.48
  1997/08/31      46985.92                    37540.65
  1997/09/30      48922.43                    39596.75
IMATRL PRASUN   SHR__CHT 19970930 19971014 100851 R00000000000123
$10,000 OVER 10 YEARS:  Let's say hypothetically that $10,000 was
invested in Destiny II on September 30, 1987. As the chart shows, by
September 30, 1997, the value of the investment would have grown to
$48,922 - a 389.22% increase on the initial investment. For
comparison, look at how the S&P 500 did over the same period. With
dividends and capital gains, if any, reinvested, the same $10,000
investment would have grown to $39,597 - a 295.97% increase.
CUMULATIVE TOTAL RETURNS
PERIOD ENDED                          PAST 1   PAST 5    PAST 10   
SEPTEMBER 30, 1997                    YEAR     YEARS     YEARS     
 
Destiny II                            34.72%   184.11%   389.22%   
 
S&P 500(registered trademark)         40.45%   156.94%   295.97%   
 
AVERAGE ANNUAL TOTAL RETURNS
PERIOD ENDED             PAST 1    PAST 5   PAST 10   
SEPTEMBER 30, 1997       YEAR      YEARS    YEARS     
 
Destiny II               34.72%    23.22%   17.21%    
 
$50/month 15-Year Plan   -35.60%   18.78%   15.67%    
 
The charts above show Destiny II 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); the figures provided for a "$50/month 15-year plan" illustrate
the fund's performance adjusted to reflect fees and sales charges
assessed by the Plans. The illustrations assume an initial investment
at the beginning of each period shown. Because the illustrations
assume lump sum investments, they do not reflect what investors would
have earned had they made regular monthly investments over the period.
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, a widely recognized,
unmanaged index of common stocks, 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.
INVESTMENT CHANGES
<TABLE>
<CAPTION>
<S>                                      <C>
 
 
TOP TEN EQUITY HOLDINGS - DESTINY I
AS OF SEPTEMBER 30, 1997                 AS OF MARCH 31, 1997                     
 
Federal National Mortgage Association    Philip Morris Companies, Inc.            
 
Philip Morris Companies, Inc.            Federal National Mortgage Association    
 
Fleet Financial Group, Inc.              Fleet Financial Group, Inc.              
 
General Motors Corp.                     General Motors Corp.                     
 
Federal Home Loan Mortgage Corporation   International Business Machines Corp.    
 
Columbia/HCA Healthcare Corp.            Federal Home Loan Mortgage Corporation   
 
International Business Machines Corp.    Royal Dutch Petroleum Co. ADR            
 
Wal-Mart Stores, Inc.                    Columbia/HCA Healthcare Corp.            
 
Vodafone Group PLC sponsored ADR         Vodafone Group PLC sponsored ADR         
 
Home Depot, Inc.                         du Pont (E.I.) de Nemours & Co.          
 
TOP TEN EQUITY HOLDINGS - DESTINY II
AS OF SEPTEMBER 30, 1997                 AS OF MARCH 31, 1997                     
 
Federal National Mortgage Association    Philip Morris Companies, Inc.            
 
Philip Morris Companies, Inc.            Federal National Mortgage Association    
 
Fleet Financial Group, Inc.              Fleet Financial Group, Inc.              
 
Columbia/HCA Healthcare Corp.            General Motors Corp.                     
 
General Motors Corp.                     International Business Machines Corp.    
 
Federal Home Loan Mortgage Corporation   Royal Dutch Petroleum Co. ADR            
 
International Business Machines Corp.    Federal Home Loan Mortgage Corporation   
 
Wal-Mart Stores, Inc.                    Columbia/HCA Healthcare Corp.            
 
Home Depot, Inc.                         Vodafone Group PLC sponsored ADR         
 
Vodafone Group PLC sponsored ADR         du Pont (E.I.) de Nemours & Co.          
 
TOP FIVE MARKET SECTORS - DESTINY I
</TABLE>
 
<TABLE>
<CAPTION>
<S>                        <C>                       <C>                    <C>                       
AS OF SEPTEMBER 30, 1997   % OF FUND'S INVESTMENTS   AS OF MARCH 31, 1997   % OF FUND'S INVESTMENTS   
 
Finance                     20.0%                    Finance                 18.4%                    
 
Technology                  13.5%                    Technology              12.1%                    
 
Retail & Wholesale          7.8%                     Nondurables             8.6%                     
 
Nondurables                 6.6%                     Energy                  7.6%                     
 
Utilities                   6.6%                     Utilities               7.0%                     
 
</TABLE>
 
TOP FIVE MARKET SECTORS - DESTINY II
 
<TABLE>
<CAPTION>
<S>                        <C>                       <C>                    <C>                       
AS OF SEPTEMBER 30, 1997   % OF FUND'S INVESTMENTS   AS OF MARCH 31, 1997   % OF FUND'S INVESTMENTS   
 
Finance                     18.2%                    Finance                 16.6%                    
 
Technology                  13.4%                    Technology              11.9%                    
 
Retail & Wholesale          8.0%                     Nondurables             8.8%                     
 
Health                      7.1%                     Energy                  7.3%                     
 
Utilities                   6.6%                     Utilities               6.8%                     
 
</TABLE>
 
FIDELITY DESTINY PORTFOLIOS: DESTINY I
INVESTMENTS SEPTEMBER 30, 1997
 
SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES
 
 
COMMON STOCKS - 84.6%
  VALUE
 SHARES (NOTE 1)
AEROSPACE & DEFENSE - 1.5%
AEROSPACE & DEFENSE - 1.0%
Boeing Co.   994,700 $ 54,148,981
Gulfstream Aerospace Corp. (a)  76,600  2,221,400
  56,370,381
DEFENSE ELECTRONICS - 0.4%
Raytheon Co.   452,800  26,771,800
SHIP BUILDING & REPAIR - 0.1%
Avondale Industries, Inc. (a)  37,600  991,700
Newport News Shipbuilding, Inc.   108,500  2,556,531
  3,548,231
TOTAL AEROSPACE & DEFENSE   86,690,412
BASIC INDUSTRIES - 3.9%
CHEMICALS & PLASTICS - 2.4%
Air Products & Chemicals, Inc.   129,900  10,773,581
du Pont (E.I.) de Nemours & Co.   1,261,400  77,654,938
Raychem Corp.   416,400  35,185,800
Union Carbide Corp.   409,100  19,918,056
  143,532,375
PACKAGING & CONTAINERS - 0.8%
Corning, Inc.   24,600  1,162,350
Owens-Illinois, Inc. (a)  1,259,600  42,747,675
  43,910,025
PAPER & FOREST PRODUCTS - 0.7%
Boise Cascade Corp.   256,600  10,793,238
Champion International Corp.   361,800  22,047,188
International Paper Co.   88,400  4,867,525
Ivex Packaging Corp.   6,900  110,400
Willamette Industries, Inc.   102,400  3,916,800
  41,735,151
TOTAL BASIC INDUSTRIES   229,177,551
CONSTRUCTION & REAL ESTATE - 1.1%
CONSTRUCTION - 0.8%
Centex Corp.   138,800  8,102,450
D.R. Horton, Inc.   346,980  5,464,935
Fleetwood Enterprises, Inc.   645,307  21,658,116
Kaufman & Broad Home Corp.   470,700  10,208,306
U.S. Home Corp. (a)  34,300  1,324,838
  46,758,645
ENGINEERING - 0.3%
Fluor Corp.   324,300  17,390,588
TOTAL CONSTRUCTION & REAL ESTATE   64,149,233
 
  VALUE
 SHARES (NOTE 1)
DURABLES - 4.6%
AUTOS, TIRES, & ACCESSORIES - 3.7%
Circuit City Stores, Inc. - CarMax Group  40,300 $ 667,469
Cummins Engine Co., Inc.   222,200  17,345,488
Discount Auto Parts, Inc. (a)  248,300  5,959,200
Federal-Mogul Corp.   110,400  4,098,600
General Motors Corp.   2,253,107  150,817,350
Gentex Corp. (a)  64,900  1,610,331
Goodyear Tire & Rubber Co.   109,400  7,521,250
Honda Motor Co. Ltd.   139,000  4,862,805
Magna International, Inc. Class A  250,700  17,399,511
Superior Industries International, Inc.   388,300  10,751,056
  221,033,060
CONSUMER ELECTRONICS - 0.2%
Newell Co.   210,100  8,404,000
Philips Electronics NV (Bearer)  27,000  2,293,584
Philips Electronics NV NY shares  8,100  680,400
  11,377,984
TEXTILES & APPAREL - 0.7%
Big Dog Holdings, Inc.   2,600  36,400
Burlington Industries, Inc. (a)  535,200  7,492,800
Liz Claiborne, Inc.   152,900  8,399,944
NIKE, Inc. Class B  398,900  21,141,700
Reebok International Ltd.   36,100  1,757,619
  38,828,463
TOTAL DURABLES   271,239,507
ENERGY - 6.1%
ENERGY SERVICES - 0.3%
McDermott International, Inc.   489,600  17,870,400
OIL & GAS - 5.8%
Amerada Hess Corp.   208,500  12,861,844
Atlantic Richfield Co.   251,300  21,470,444
British Petroleum PLC ADR  668,126  60,674,192
Burlington Resources, Inc.   530,600  27,226,413
Elf Aquitaine SA sponsored ADR  107,764  7,186,512
Enron Oil & Gas Co.   57,600  1,281,600
Kerr-McGee Corp.   123,900  8,525,869
Louisiana Land & Exploration Co.   390,900  30,612,356
Mobil Corp.   61,400  4,543,600
Occidental Petroleum Corp.   952,000  24,692,500
Royal Dutch Petroleum Co.   1,627,000  90,298,500
Santa Fe Energy Resources, Inc.   295,000  3,687,500
Tosco Corp.   1,002,900  34,913,456
Total SA Class B  53,556  6,154,768
Total SA sponsored ADR  156,636  8,977,201
COMMON STOCKS - CONTINUED
  VALUE
 SHARES (NOTE 1)
ENERGY - CONTINUED
OIL & GAS - CONTINUED
Union Pacific Resources Group, Inc.   21,000 $ 549,938
Valero Energy Corp.   92,100  3,022,031
  346,678,724
TOTAL ENERGY   364,549,124
FINANCE - 20.0%
BANKS - 1.0%
Credit Suisse Group (Reg.)  183,600  24,915,331
NationsBank Corp.   227,600  14,082,750
Providian Financial Corp.   463,800  18,407,063
  57,405,144
CREDIT & OTHER FINANCE - 3.4%
Fleet Financial Group, Inc.   2,954,130  193,680,148
Green Tree Financial Corp.   179,500  8,436,500
  202,116,648
FEDERAL SPONSORED CREDIT - 9.4%
Federal Home Loan Mortgage Corporation  4,230,000  149,107,500
Federal National Mortgage Association  8,775,900  412,467,300
  561,574,800
INSURANCE - 5.7%
AFLAC, Inc.   162,200  8,799,350
Aegon NV (Reg.)  159,578  12,716,372
Allmerica Financial Corp.   235,200  10,334,100
Allstate Corp.   1,216,190  97,751,271
American International Group, Inc.   692,550  71,462,503
CIGNA Corp.   103,800  19,332,750
Equitable of Iowa Companies   26,300  1,762,100
General Re Corp.   104,800  20,802,800
Loews Corp.   164,800  18,612,100
MGIC Investment Corp.   551,400  31,602,113
Nationwide Financial Services, Inc. Class A  16,500  459,938
PMI Group, Inc.   249,200  14,282,275
Provident Companies, Inc.   30,400  1,063,050
Reliastar Financial Corp.   145,780  5,803,866
Torchmark Corp.   496,000  19,468,000
Travelers Property Casualty Corp. Class A  60,100  2,434,050
UNUM Corp.   44,000  2,007,500
  338,694,138
SAVINGS & LOANS - 0.3%
Golden West Financial Corp.   217,950  19,561,013
SECURITIES INDUSTRY - 0.2%
United Asset Management Corp.   389,900  11,185,256
TOTAL FINANCE   1,190,536,999
 
  VALUE
 SHARES (NOTE 1)
HEALTH - 6.1%
DRUGS & PHARMACEUTICALS - 2.3%
American Home Products Corp.   252,200 $ 18,410,600
Amgen, Inc.   299,800  14,371,663
Astra AB Class A Free shares  1,702,100  31,484,971
Merck & Co., Inc.   89,900  8,984,381
Novartis AG (Reg.)  20,600  31,725,138
Schering-Plough Corp.   672,500  34,633,750
  139,610,503
MEDICAL EQUIPMENT & SUPPLIES - 0.7%
Allegiance Corp.   24,120  747,720
Bard (C.R.), Inc.   172,600  5,857,613
Baxter International, Inc.   85,100  4,446,475
Biomet, Inc.   409,800  9,835,200
Johnson & Johnson  46,900  2,702,613
St. Jude Medical, Inc. (a)  474,000  16,619,625
  40,209,246
MEDICAL FACILITIES MANAGEMENT - 3.1%
Columbia/HCA Healthcare Corp.   4,146,487  119,211,501
Humana, Inc. (a)  1,020,800  24,307,800
Tenet Healthcare Corp. (a)  682,800  19,886,550
United HealthCare Corp.   416,900  20,845,000
  184,250,851
TOTAL HEALTH   364,070,600
HOLDING COMPANIES - 0.2%
U.S. Industries, Inc.   396,750  11,505,750
INDUSTRIAL MACHINERY & EQUIPMENT - 2.2%
ELECTRICAL EQUIPMENT - 1.5%
Alcatel Alsthom Compagnie Generale 
 d'Electricite SA sponsored ADR  27,700  735,781
Alcatel Alsthom Compagnie Generale 
 d'Electricite SA  226,800  30,286,831
Emerson Electric Co.   103,200  5,946,900
General Electric Co.   467,800  31,839,638
Grainger (W.W.), Inc.   36,500  3,248,500
Scientific-Atlanta, Inc.   235,800  5,334,975
Westinghouse Electric Corp.   376,600  10,191,738
  87,584,363
INDUSTRIAL MACHINERY & EQUIPMENT - 0.6%
Caterpillar, Inc.   535,700  28,894,319
Ultratech Stepper, Inc. (a)  270,900  9,210,600
  38,104,919
POLLUTION CONTROL - 0.1%
Browning-Ferris Industries, Inc.   145,700  5,545,706
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT   131,234,988
COMMON STOCKS - CONTINUED
  VALUE
 SHARES (NOTE 1)
MEDIA & LEISURE - 3.4%
BROADCASTING - 0.4%
Cox Communications, Inc. Class A (a)  70,900 $ 1,954,181
HSN, Inc. (a)  45,680  1,855,750
TCI Group Class A  174,621  3,579,731
Tele-Communications, Inc. (TCI) 
 (Ventures Group) Series A  232,179  4,788,692
Time Warner, Inc.   208,400  11,292,675
  23,471,029
ENTERTAINMENT - 0.7%
Cedar Fair LP (depositary unit)  17,800  849,950
King World Productions, Inc.   47,300  2,045,725
MGM Grand, Inc.   7,300  317,094
Royal Caribbean Cruises Ltd.   669,500  29,290,625
Viacom, Inc. Class A (a)  105,300  3,310,369
Viacom, Inc. Class B (non-vtg.) (a)  153,300  4,848,113
  40,661,876
LEISURE DURABLES & TOYS - 0.5%
Nintendo Co. Ltd. Ord.   295,200  27,719,462
LODGING & GAMING - 1.1%
Circus Circus Enterprises, Inc. (a)  556,500  14,016,844
Harrah's Entertainment, Inc. (a)  137,700  3,089,644
HFS, Inc. (a)  222,100  16,532,569
Mirage Resorts, Inc. (a)  572,200  17,237,525
Rio Hotel & Casino, Inc. (a)  35,500  743,281
Sun International Hotels Ltd. Ord. (a)  336,900  11,623,050
  63,242,913
PUBLISHING - 0.1%
Cognizant Corp.   154,300  6,287,725
US WEST Media Group  61,100  1,363,275
  7,651,000
RESTAURANTS - 0.6%
Brinker International, Inc. (a)  171,900  3,061,969
Lone Star Steakhouse Saloon (a)  145,500  3,037,313
McDonald's Corp.   480,800  22,898,100
Papa John's International, Inc. (a)  43,200  1,476,900
Wendy's International, Inc.   378,300  8,038,875
  38,513,157
TOTAL MEDIA & LEISURE   201,259,437
NONDURABLES - 6.6%
BEVERAGES - 0.1%
PepsiCo, Inc.   58,900  2,389,131
HOUSEHOLD PRODUCTS - 0.0%
Premark International, Inc.   63,300  2,025,600
 
  VALUE
 SHARES (NOTE 1)
TOBACCO - 6.5%
Philip Morris Companies, Inc.   7,977,100 $ 331,548,219
RJR Nabisco Holdings Corp.   1,612,698  55,436,494
  386,984,713
TOTAL NONDURABLES   391,399,444
PRECIOUS METALS - 0.1%
Barrick Gold Corp.   54,000  1,339,198
Newmont Mining Corp.   143,206  6,435,320
  7,774,518
RETAIL & WHOLESALE - 7.8%
APPAREL STORES - 0.4%
Gap, Inc.   140,500  7,033,781
TJX Companies, Inc.   476,650  14,567,616
  21,601,397
DRUG STORES - 0.1%
CVS Corp.   72,300  4,112,063
GENERAL MERCHANDISE STORES - 2.3%
Federated Department Stores, Inc. (a)  570,773  24,614,586
Proffitts, Inc. (a)  86,800  5,142,900
Wal-Mart Stores, Inc.   2,996,500  109,746,813
  139,504,299
GROCERY STORES - 0.3%
Safeway, Inc. (a)  354,600  19,281,375
RETAIL & WHOLESALE, MISCELLANEOUS - 4.7%
Comcast Corp. Class A  12,200  312,625
Circuit City Stores, Inc. - Circuit City Group  1,388,300  55,965,844
Corporate Express, Inc. (a)  256,900  5,427,013
Home Depot, Inc.   1,909,650  99,540,506
Lowe's Companies, Inc.   1,418,700  55,151,963
Officemax, Inc. (a)  741,750  11,265,328
Office Depot, Inc. (a)  233,500  4,713,781
PEAPOD, Inc.   14,300  178,750
Rex Stores Corp. (a)  88,100  991,125
Staples, Inc. (a)  309,900  8,560,988
Toys "R" Us, Inc. (a)  620,900  22,041,950
U.S. Office Products Co. (a)  231,500  8,160,375
Viking Office Products, Inc. (a)  309,700  6,735,975
  279,046,223
TOTAL RETAIL & WHOLESALE   463,545,357
SERVICES - 0.2%
ADVERTISING - 0.1%
Interpublic Group of Companies, Inc.   49,950  2,563,059
LEASING & RENTAL - 0.0%
Avis Rent A Car, Inc.   16,500  393,938
COMMON STOCKS - CONTINUED
  VALUE
 SHARES (NOTE 1)
SERVICES - CONTINUED
PRINTING - 0.0%
Donnelley (R.R.) & Sons Co.   45,500 $ 1,623,781
SERVICES - 0.1%
Boron LePore & Associates, Inc.   3,700  85,563
Reuters Holdings PLC ADR Class B  64,000  4,560,000
  4,645,563
TOTAL SERVICES   9,226,341
TECHNOLOGY - 13.5%
COMMUNICATIONS EQUIPMENT - 0.3%
Andrew Corp. (a)  110,500  2,893,719
Cisco Systems, Inc. (a)  141,800  10,360,263
Nokia Corp. AB sponsored ADR  49,100  4,606,194
  17,860,176
COMPUTER SERVICES & SOFTWARE - 2.6%
Advantage Learning Systems, Inc.   2,700  68,175
Automatic Data Processing, Inc.   340,400  17,020,000
Ceridian Corp. (a)  393,600  14,563,200
CompUSA, Inc. (a)  172,300  6,030,500
CUC International, Inc. (a)  375,000  11,625,000
J.D. Edwards & Co.   4,400  147,400
E Trade Group, Inc.   15,200  714,400
Electronic Data Systems Corp.   719,300  25,535,150
First Data Corp.   443,200  16,647,700
Microsoft Corp. (a)  179,300  23,723,631
Netscape Communications Corp. (a)  26,600  957,600
Network Solutions, Inc. Class A   1,500  32,625
Oracle Corp. (a)  414,450  15,101,522
Paychex, Inc.   139,250  4,856,344
Policy Management Systems Corp. (a)  316,900  19,707,219
  156,730,466
COMPUTERS & OFFICE EQUIPMENT - 5.1%
Bay Networks, Inc. (a)  154,900  5,983,013
Compaq Computer Corp. (a)  1,081,500  80,842,125
Hewlett-Packard Co.   233,400  16,235,888
Ingram Micro, Inc. Class A (a)  46,900  1,269,231
International Business Machines Corp.   1,084,300  114,868,031
Quantum Corp.   52,600  2,015,238
SCI Systems, Inc. (a)  1,327,600  65,799,175
Tech Data Corp. (a)  277,700  12,774,200
Western Digital Corp.   88,400  3,541,525
  303,328,426
ELECTRONIC INSTRUMENTS - 1.0%
Applied Materials, Inc. (a)  34,600  3,295,650
Cognex Corp. (a)  117,300  3,856,238
Lam Research Corp. (a)  551,000  25,621,500
Novellus Systems, Inc. (a)  55,600  7,005,600
Thermo Electron Corp. (a)  288,300  11,532,000
Varian Associates, Inc.   60,900  3,783,413
  55,094,401
 
  VALUE
 SHARES (NOTE 1)
ELECTRONICS - 4.5%
Uniphase Corp.   2,400 $ 190,800
AMP, Inc.   719,400  38,532,863
Intel Corp.   819,900  75,687,019
Methode Electronics, Inc. Class A  1,355,500  34,904,125
Micron Technology, Inc. (a)  953,400  33,071,063
Molex, Inc.   144,585  5,891,839
Motorola, Inc.   66,600  4,786,875
Power One, Inc.   2,500  35,001
Solectron Corp. (a)  1,705,500  75,894,750
Thomas & Betts Corp.   26,100  1,425,713
  270,420,048
TOTAL TECHNOLOGY   803,433,517
TRANSPORTATION - 0.7%
AIR TRANSPORTATION - 0.0%
Northwest Airlines Corp. Class A (a)  60,400  2,506,600
RAILROADS - 0.5%
Bombardier, Inc. Class B  207,700  4,210,999
Burlington Northern Santa Fe Corp.   65,900  6,367,588
CSX Corp.   277,100  16,210,350
  26,788,937
SHIPPING - 0.1%
Stolt-Nielsen SA Class B sponsored ADR  183,300  5,315,700
Stolt-Nielsen SA  63,600  1,693,350
  7,009,050
TRUCKING & FREIGHT - 0.1%
Roadway Express, Inc.   44,000  1,204,500
Yellow Corp. (a)  186,700  6,079,419
  7,283,919
TOTAL TRANSPORTATION   43,588,506
UTILITIES - 6.6%
CELLULAR - 2.5%
AirTouch Communications, Inc.  (a)  1,368,900  48,510,394
Vodafone Group PLC sponsored ADR  1,882,380  101,177,925
  149,688,319
ELECTRIC UTILITY - 0.3%
American Electric Power Co., Inc.   133,000  6,051,500
Entergy Corp.   344,000  8,965,500
Niagara Mohawk Power Corp. (a)  138,200  1,321,538
PG&E Corp.   36,226  839,990
  17,178,528
GAS - 0.1
Enron Corp.   79,900  3,076,150
TELEPHONE SERVICES - 3.7%
AT&T Corp.   255,200  11,308,550
COMMON STOCKS - CONTINUED
  VALUE
 SHARES (NOTE 1)
UTILITIES - CONTINUED
TELEPHONE SERVICES - CONTINUED
Ameritech Corp.   282,200 $ 18,766,300
Bell Atlantic Corp.   385,311  30,993,454
BellSouth Corp.   514,700  23,804,875
Deutsche Telekom AG  143,600  2,768,222
MCI Communications Corp.   1,834,800  53,897,250
NEXTLINK Communications, Inc. Class A  7,100  170,400
SBC Communications, Inc.   335,600  20,597,450
Sprint Corp.   1,080,900  54,045,000
WorldCom, Inc. (a)  144,300  5,104,613
  221,456,114
TOTAL UTILITIES   391,399,111
TOTAL COMMON STOCKS
 (Cost $2,903,972,619)   5,024,780,395
U.S. TREASURY OBLIGATIONS - 11.7%
  PRINCIPAL
  AMOUNT
8 1/8%, 8/15/19  $ 441,000,000  524,582,730
stripped principal: 
 0%, 2/15/19   115,000,000  28,587,850
 0%, 8/15/19   100,000,000  24,114,000
 0%, 8/15/20   392,000,000  88,282,320
 0%, 8/15/21   130,000,000  27,430,000
TOTAL U.S. TREASURY OBLIGATIONS
 (Cost $625,681,278)    692,996,900
CASH EQUIVALENTS - 3.7%
 SHARES
Taxable Central Cash Fund
  (Cost $223,153,984) (b)   223,153,984  223,153,984
TOTAL INVESTMENT IN SECURITIES - 100%
 (Cost $3,752,807,881)  $ 5,940,931,279
LEGEND
1. Non-income producing
2. At period end, the seven-day yield on the Taxable Central Cash Fund
was 5.66%. The yield refers to the income earned by investing in the
fund over the seven-day period, expressed as an annual percentage.
INCOME TAX INFORMATION
At September 30, 1997, the aggregate cost of investment securities for
income tax purposes was $3,753,901,981. Net unrealized appreciation
aggregated $2,187,029,298, of which $2,230,540,147 related to
appreciated investment securities and $43,510,849 related to
depreciated investment securities. 
The fund hereby designates approximately $15,644,000 as a capital gain
dividend for the purpose of the dividend paid deduction.
FIDELITY DESTINY PORTFOLIOS: DESTINY I
 
FINANCIAL STATEMENTS
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                     <C>           <C>               
 SEPTEMBER 30, 1997                                                                                                     
 
ASSETS                                                                                                                
 
Investment in securities, at value (cost $3,752,807,881) - See accompanying schedule                    $ 5,940,931,279   
 
Receivable for investments sold                                                                            30,396,566       
 
Receivable for fund shares sold                                                                            137,543          
 
Dividends receivable                                                                                       9,115,133        
 
Interest receivable                                                                                       5,626,179        
 
Other receivables                                                                                          82,440           
 
 TOTAL ASSETS                                                                                             5,986,289,140    
 
LIABILITIES                                                                                                             
 
Payable to custodian bank                                                                   $ 2,712                         
 
Payable for investments purchased                                                            22,756,418                     
 
Payable for fund shares redeemed                                                             971,948                        
 
Accrued management fee                                                                       1,557,916                      
 
Other payables and accrued expenses                                                          257,924                        
 
 TOTAL LIABILITIES                                                                                        25,546,918       
 
NET ASSETS                                                                                               $ 5,960,742,222   
 
Net Assets consist of:                                                                                                      
 
Paid in capital                                                                                          $ 3,220,865,948   
 
Undistributed net investment income                                                                        89,779,250       
 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions        461,976,508      
 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies 2,188,120,516    
 
NET ASSETS, for 237,632,428 shares outstanding                                                            $ 5,960,742,222   
 
NET ASSET VALUE, offering price and redemption price per share ($5,960,742,222 (divided by) 237,632,428 
shares)                                                                                                    $25.08           
 
</TABLE>
 
STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
<S>                                                                <C>              <C>               
 YEAR ENDED SEPTEMBER 30, 1997                                                                        
 
INVESTMENT INCOME                                                                   $ 74,021,127      
Dividends                                                                                             
 
Interest                                                                             61,854,619       
 
 TOTAL INCOME                                                                        135,875,746      
 
EXPENSES                                                                                              
 
Management fee                                                     $ 24,716,121                       
Basic fee                                                                                             
 
 Performance adjustment                                             (5,561,177)                       
 
Transfer agent fees                                                 258,665                           
 
Accounting fees and expenses                                        810,796                           
 
Non-interested trustees' compensation                               24,996                            
 
Custodian fees and expenses                                         175,971                           
 
Registration fees                                                   64,237                            
 
Audit                                                               53,008                            
 
Legal                                                               30,965                            
 
Miscellaneous                                                       19,162                            
 
 Total expenses before reductions                                   20,592,744                        
 
 Expense reductions                                                 (434,636)        20,158,108       
 
NET INVESTMENT INCOME                                                                115,717,638      
 
REALIZED AND UNREALIZED GAIN (LOSS)                                                                   
Net realized gain (loss) on:                                                                          
 
 Investment securities                                              475,712,004                       
 
 Foreign currency transactions                                      (40,217)         475,671,787      
 
Change in net unrealized appreciation (depreciation) on:                                              
 
 Investment securities                                              1,031,078,520                     
 
 Assets and liabilities in foreign currencies                       36,383           1,031,114,903    
 
NET GAIN (LOSS)                                                                      1,506,786,690    
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                     $ 1,622,504,328   
 
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                    <C>               <C>               
                                                                                    YEAR ENDED        YEAR ENDED        
                                                                                    SEPTEMBER 30,     SEPTEMBER 30,     
                                                                                       1997              1996              
 
INCREASE (DECREASE) IN NET ASSETS                                                                                       
 
Operations                                                                          $ 115,717,638     $ 103,748,711     
Net investment income                                                                                                   
 
 Net realized gain (loss)                                                            475,671,787       423,288,867      
 
 Change in net unrealized appreciation (depreciation)                                   1,031,114,903     112,028,342      
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                      1,622,504,328     639,065,920      
 
Distributions to shareholders                                                        (100,379,101)     (92,599,379)     
From net investment income                                                                                              
 
 From net realized gain                                                              (385,905,369)     (174,422,963)    
 
 TOTAL DISTRIBUTIONS                                                              (486,284,470)     (267,022,342)    
 
Share transactions                                                                    145,821,046       140,978,880      
Net proceeds from sales of shares                                                                                     
 
 Reinvestment of distributions                                                        455,487,338       251,037,967      
 
 Cost of shares redeemed                                                             (342,267,830)     (251,968,059)    
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM SHARE TRANSACTIONS                 259,040,554       140,048,788      
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                                            1,395,260,412     512,092,366      
 
NET ASSETS                                                                                                              
 
 Beginning of period                                                                     4,565,481,810     4,053,389,444    
 
 End of period (including undistributed net investment income of $89,779,250 
and $75,121,685, respectively)                                                          $ 5,960,742,222   $ 4,565,481,810   
 
OTHER INFORMATION                                                                                                      
Shares                                                                                                                   
 
 Sold                                                                                 6,693,954         7,327,796        
 
 Issued in reinvestment of distributions                                              22,797,165        13,702,946       
 
 Redeemed                                                                                (15,580,927)      (13,089,630)     
 
 Net increase (decrease)                                                              13,910,192        7,941,112        
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
<S>   <C>                         <C>    <C>    <C>      <C>             <C>           
      YEARS ENDED SEPTEMBER 30,                          THREE MONTHS    YEAR ENDED    
                                                         ENDED           JUNE 30,      
                                                         SEPTEMBER                     
                                                         30,                           
 
      1997                        1996   1995   1994 D   1993            1993          
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                     <C>         <C>       <C>       <C>       <C>        <C>       
SELECTED PER-SHARE DATA                                                                                                
 
Net asset value, beginning of period                    $ 20.41     $ 18.78   $ 17.70   $ 16.86   $ 17.22    $ 16.54   
 
Income from Investment Operations                                                                                      
 
 Net investment income                                   .49 C       .45       .41       .30       .04        .26      
 
 Net realized and unrealized gain (loss)                 6.36        2.42      3.54      1.69      .75        3.16     
 
 Total from investment operations                        6.85        2.87      3.95      1.99      .79        3.42     
 
                                                                                                                       
 
Less Distributions                                                                                                     
 
 From net investment income                              (.45)       (.43)     (.34)     (.11)     (.14)      (.30)    
 
 From net realized gain                                  (1.73)      (.81)     (2.53)    (1.04)    (1.01)     (2.44)   
 
 Total distributions                                     (2.18)      (1.24)    (2.87)    (1.15)    (1.15)     (2.74)   
 
Net asset value, end of period                          $ 25.08     $ 20.41   $ 18.78   $ 17.70   $ 16.86    $ 17.22   
 
TOTAL RETURN B                                           36.29% G    16.04%    27.49%    12.30%    4.77%      23.90%   
 
RATIOS AND SUPPLEMENTAL DATA                                                                                           
 
Net assets, end of period (in millions)                 $ 5,961     $ 4,565   $ 4,053   $ 3,273   $ 2,973    $ 2,869   
 
Ratio of expenses to average net assets                  .39%        .65%      .68%      .70%      .65% A     .66%     
 
Ratio of expenses to average net assets after            .38% E      .65%      .68%      .70%      .65% A     .66%     
expense reductions                                                                                                     
 
Ratio of net investment income to average net assets     2.20%       2.40%     2.35%     1.69%     1.11% A    1.83%    
 
Portfolio turnover rate                                  32%         42%       55%       77%       82% A      75%      
 
Average commission rate F                               $ .0478     $ .0175                                            
 
</TABLE>
 
A ANNUALIZED
B TOTAL RETURNS DO NOT INCLUDE THE EFFECTS OF THE SEPARATE SALES
CHARGES AND CUSTODIAN FEES ASSESSED THROUGH FIDELITY SYSTEMATIC
INVESTMENT PLANS AND FOR PERIODS OF LESS THAN ONE YEAR ARE NOT
ANNUALIZED.
C NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
D EFFECTIVE OCTOBER 1, 1993, THE FUND ADOPTED STATEMENT OF POSITION
93-2, "DETERMINATION, DISCLOSURE, AND FINANCIAL STATEMENT PRESENTATION
OF INCOME, CAPITAL GAIN, AND RETURN OF CAPITAL DISTRIBUTIONS BY
INVESTMENT COMPANIES." AS A RESULT, NET INVESTMENT INCOME PER SHARE
MAY REFLECT CERTAIN RECLASSIFICATIONS RELATED TO BOOK TO TAX
DIFFERENCES.
E FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES
(SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).
F FOR FISCAL YEARS BEGINNING ON OR AFTER SEPTEMBER 1, 1995, A FUND IS
REQUIRED TO DISCLOSE ITS AVERAGE COMMISSION RATE PER SHARE FOR
SECURITY TRADES ON WHICH COMMISSIONS ARE CHARGED. THIS AMOUNT MAY VARY
FROM PERIOD TO PERIOD AND FUND TO FUND DEPENDING ON THE MIX OF TRADES
EXECUTED IN VARIOUS MARKETS WHERE TRADING PRACTICES AND COMMISSION
RATE STRUCTURES MAY DIFFER.
G THE TOTAL RETURN WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIOD SHOWN (SEE NOTE 5 OF NOTES TO FINANCIAL
STATEMENTS).
FIDELITY DESTINY PORTFOLIOS: DESTINY II
INVESTMENTS SEPTEMBER 30, 1997
 
Showing Percentage of Total Value of Investment in Securities
 
 
COMMON STOCKS - 83.3%
  VALUE
 SHARES (NOTE 1)
AEROSPACE & DEFENSE - 1.7%
AEROSPACE & DEFENSE - 1.0%
Boeing Co.   646,600 $ 35,199,288
Gulfstream Aerospace Corp. (a)  42,700  1,238,300
  36,437,588
DEFENSE ELECTRONICS - 0.6%
Raytheon Co.   359,800  21,273,175
SHIP BUILDING & REPAIR - 0.1%
Avondale Industries, Inc. (a)  21,500  567,063
Newport News Shipbuilding, Inc.   62,600  1,475,013
  2,042,076
TOTAL AEROSPACE & DEFENSE   59,752,839
BASIC INDUSTRIES - 3.5%
CHEMICALS & PLASTICS - 2.2%
Air Products & Chemicals, Inc.   69,900  5,797,331
du Pont (E.I.) de Nemours & Co.   717,600  44,177,250
Raychem Corp.   240,900  20,356,050
Union Carbide Corp.   222,200  10,818,363
  81,148,994
PACKAGING & CONTAINERS - 0.6%
Corning, Inc.   14,900  704,025
Owens-Illinois, Inc. (a)  604,100  20,501,644
  21,205,669
PAPER & FOREST PRODUCTS - 0.7%
Boise Cascade Corp.   139,300  5,859,306
Champion International Corp.   192,900  11,754,844
Georgia-Pacific Corp.   20,000  2,087,500
International Paper Co.   47,000  2,587,938
Ivex Packaging Corp.   4,200  67,200
Willamette Industries, Inc.   88,000  3,366,000
  25,722,788
TOTAL BASIC INDUSTRIES   128,077,451
CONSTRUCTION & REAL ESTATE - 1.3%
CONSTRUCTION - 0.9%
Centex Corp.   75,200  4,389,800
D.R. Horton, Inc.   391,936  6,172,992
Fleetwood Enterprises, Inc.   454,041  15,238,751
Kaufman & Broad Home Corp.   283,600  6,150,575
U.S. Home Corp. (a)  18,300  706,838
  32,658,956
ENGINEERING - 0.4%
Fluor Corp.   249,500  13,379,438
TOTAL CONSTRUCTION & REAL ESTATE   46,038,394
 
  VALUE
 SHARES (NOTE 1)
DURABLES - 4.5%
AUTOS, TIRES, & ACCESSORIES - 3.6%
Circuit City Stores, Inc. - CarMax Group  23,500 $ 389,219
Cummins Engine Co., Inc.   117,900  9,203,569
Discount Auto Parts, Inc. (a)  181,900  4,365,600
Federal-Mogul Corp.   58,900  2,186,663
General Motors Corp.   1,348,621  90,273,318
Gentex Corp. (a)  38,600  957,763
Goodyear Tire & Rubber Co.   68,700  4,723,125
Honda Motor Co. Ltd.   77,000  2,693,784
Magna International, Inc. Class A  143,000  9,924,731
Superior Industries International, Inc.   197,400  5,465,513
  130,183,285
CONSUMER ELECTRONICS - 0.2%
Newell Co.   114,300  4,572,000
Philips Electronics NV (Bearer)  16,300  1,384,645
Philips Electronics NV NY shares  4,900  411,600
  6,368,245
TEXTILES & APPAREL - 0.7%
Big Dog Holdings, Inc.   1,600  22,400
Burlington Industries, Inc. (a)  254,600  3,564,400
Liz Claiborne, Inc.   89,300  4,905,919
NIKE, Inc. Class B  288,200  15,274,600
Reebok International Ltd.   26,400  1,285,350
  25,052,669
TOTAL DURABLES   161,604,199
ENERGY - 5.8%
ENERGY SERVICES - 0.3%
McDermott International, Inc.   293,400  10,709,100
OIL & GAS - 5.5%
Amerada Hess Corp.   116,500  7,186,594
Atlantic Richfield Co.   135,900  11,610,956
British Petroleum PLC ADR  339,916  30,868,622
Burlington Resources, Inc.   276,000  14,162,250
Elf Aquitaine SA sponsored ADR  57,344  3,824,128
Enron Oil & Gas Co.   33,300  740,925
Kerr-McGee Corp.   72,700  5,002,669
Louisiana Land & Exploration Co.   224,200  17,557,663
Mobil Corp.   35,800  2,649,200
Occidental Petroleum Corp.   589,800  15,297,938
Royal Dutch Petroleum Co.   987,600  54,811,800
Santa Fe Energy Resources, Inc.   143,000  1,787,500
Tosco Corp.   629,100  21,900,544
Total SA Class B  29,156  3,350,669
Total SA sponsored ADR  84,904  4,866,061
Union Pacific Resources Group, Inc.   10,400  272,350
Valero Energy Corp.   76,600  2,513,438
  198,403,307
TOTAL ENERGY   209,112,407
COMMON STOCKS - CONTINUED
  VALUE
 SHARES (NOTE 1)
FINANCE - 18.2%
BANKS - 1.0%
Credit Suisse Group (Reg.)  109,000 $ 14,791,782
NationsBank Corp.   130,700  8,087,063
Providian Financial Corp.   332,900  13,211,969
  36,090,814
CREDIT & OTHER FINANCE - 3.1%
Fleet Financial Group, Inc.   1,624,916  106,533,555
Green Tree Financial Corp.   140,800  6,617,600
  113,151,155
FEDERAL SPONSORED CREDIT - 8.1%
Federal Home Loan Mortgage Corporation  2,334,200  82,280,550
Federal National Mortgage Association  4,460,500  209,643,500
  291,924,050
INSURANCE - 5.6%
AFLAC, Inc.   86,350  4,684,488
Aegon NV (Reg.)  110,009  8,766,342
Allmerica Financial Corp.   120,200  5,281,288
Allstate Corp.   655,645  52,697,467
American International Group, Inc.   398,025  41,071,205
CIGNA Corp.   85,200  15,868,500
Equitable of Iowa Companies   13,900  931,300
General Re Corp.   55,500  11,016,750
Loews Corp.   96,800  10,932,350
MGIC Investment Corp.   325,000  18,626,563
Nationwide Financial Services, Inc. Class A  9,700  270,388
PMI Group, Inc.   210,100  12,041,356
Provident Companies, Inc.   29,400  1,028,081
Reliastar Financial Corp.   88,084  3,506,844
Torchmark Corp.   284,400  11,162,700
Travelers Property Casualty Corp. Class A  32,800  1,328,400
UNUM Corp.   25,600  1,168,000
  200,382,022
SAVINGS & LOANS - 0.3%
Golden West Financial Corp.   111,400  9,998,150
SECURITIES INDUSTRY - 0.1%
United Asset Management Corp.   127,200  3,649,050
TOTAL FINANCE   655,195,241
HEALTH - 7.1%
DRUGS & PHARMACEUTICALS - 2.5%
American Home Products Corp.   193,900  14,154,700
Amgen, Inc.   186,900  8,959,519
Astra AB Class A Free shares  980,500  18,137,015
 
  VALUE
 SHARES (NOTE 1)
Merck & Co., Inc.   53,300 $ 5,326,669
Novartis AG (Reg.)  14,906  22,956,064
Schering-Plough Corp.   385,700  19,863,550
  89,397,517
MEDICAL EQUIPMENT & SUPPLIES - 0.6%
Allegiance Corp.   13,400  415,400
Bard (C.R.), Inc.   101,800  3,454,838
Baxter International, Inc.   67,000  3,500,750
Biomet, Inc.   221,700  5,320,800
Johnson & Johnson  26,900  1,550,113
St. Jude Medical, Inc. (a)  274,400  9,621,150
  23,863,051
MEDICAL FACILITIES MANAGEMENT - 4.0%
Columbia/HCA Healthcare Corp.   3,252,660  93,513,975
Humana, Inc. (a)  837,500  19,942,969
Tenet Healthcare Corp. (a)  570,100  16,604,163
United HealthCare Corp.   271,500  13,575,000
  143,636,107
TOTAL HEALTH   256,896,675
HOLDING COMPANIES - 0.2%
U.S. Industries, Inc.   203,550  5,902,950
INDUSTRIAL MACHINERY & EQUIPMENT - 2.1%
ELECTRICAL EQUIPMENT - 1.3%
Alcatel Alsthom Compagnie Generale 
 d'Electricite SA sponsored ADR  16,200  430,313
Alcatel Alsthom Compagnie Generale 
 d'Electricite SA  132,400  17,680,672
Emerson Electric Co.   52,200  3,008,025
General Electric Co.   260,600  17,737,088
Grainger (W.W.), Inc.   21,800  1,940,200
Scientific-Atlanta, Inc.   124,600  2,819,075
Westinghouse Electric Corp.   206,800  5,596,525
  49,211,898
INDUSTRIAL MACHINERY & EQUIPMENT - 0.7%
Caterpillar, Inc.   357,600  19,288,050
Ultratech Stepper, Inc. (a)  158,000  5,372,000
  24,660,050
POLLUTION CONTROL - 0.1%
Browning-Ferris Industries, Inc.   87,400  3,326,663
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT   77,198,611
COMMON STOCKS - CONTINUED
  VALUE
 SHARES (NOTE 1)
MEDIA & LEISURE - 3.5%
BROADCASTING - 0.5%
Cox Communications, Inc. Class A (a)  42,100 $ 1,160,381
HSN, Inc. (a)  62,645  2,544,953
TCI Group Class A  103,772  2,127,326
Tele-Communications, Inc. (TCI) 
 (Ventures Group) Series A  139,228  2,871,578
Telemundo Group, Inc. Class A (a)  68,000  2,380,000
Time Warner, Inc.   126,100  6,833,044
  17,917,282
ENTERTAINMENT - 0.6%
Cedar Fair LP (depositary unit)  9,300  444,075
King World Productions, Inc.   28,400  1,228,300
MGM Grand, Inc.   4,300  186,781
Royal Caribbean Cruises Ltd.   354,000  15,487,500
Viacom, Inc. Class A (a)  62,900  1,977,419
Viacom, Inc. Class B (non-vtg.) (a)  92,100  2,912,663
  22,236,738
LEISURE DURABLES & TOYS - 0.5%
Nintendo Co. Ltd. Ord.   196,100  18,413,911
LODGING & GAMING - 1.1%
Circus Circus Enterprises, Inc. (a)  287,600  7,243,925
Harrah's Entertainment, Inc. (a)  81,100  1,819,681
HFS, Inc. (a)  133,100  9,907,631
Mirage Resorts, Inc. (a)  350,500  10,558,813
Rio Hotel & Casino, Inc. (a)  27,200  569,500
Sun International Hotels Ltd. Ord. (a)  223,700  7,717,650
  37,817,200
PUBLISHING - 0.1%
Cognizant Corp.   91,800  3,740,850
US WEST Media Group  37,000  828,530
  4,569,380
RESTAURANTS - 0.7%
Brinker International, Inc. (a)  83,900  1,494,469
Lone Star Steakhouse Saloon (a)  172,900  3,609,288
McDonald's Corp.   285,900  13,615,988
Papa John's International, Inc. (a)  25,600  875,200
Wendy's International, Inc.   227,800  4,840,750
  24,435,695
TOTAL MEDIA & LEISURE   125,390,206
NONDURABLES - 6.4%
BEVERAGES - 0.0%
PepsiCo, Inc.   35,300  1,431,856
HOUSEHOLD PRODUCTS - 0.0%
Premark International, Inc.   34,100  1,091,200
 
  VALUE
 SHARES (NOTE 1)
TOBACCO - 6.4%
Philip Morris Companies, Inc.   4,715,000 $ 195,967,188
RJR Nabisco Holdings Corp.   872,354  29,987,169
Standard Commercial Corp.   51,005  860,709
  226,815,066
TOTAL NONDURABLES   229,338,122
PRECIOUS METALS - 0.1%
Barrick Gold Corp.   29,200  724,159
Newmont Mining Corp.   82,848  3,722,982
  4,447,141
RETAIL & WHOLESALE - 8.0%
APPAREL STORES - 0.3%
Gap, Inc.   83,100  4,160,194
TJX Companies, Inc.   266,800  8,154,075
  12,314,269
DRUG STORES - 0.1%
CVS Corp.   39,100  2,223,813
GENERAL MERCHANDISE STORES - 2.2%
Federated Department Stores, Inc. (a)  325,900  14,054,438
Proffitts, Inc. (a)  81,900  4,852,575
Wal-Mart Stores, Inc.   1,686,900  61,782,713
  80,689,726
GROCERY STORES - 0.5%
Food Lion, Inc. Class B  120,000  960,000
Safeway, Inc. (a)  325,700  17,709,938
  18,669,938
RETAIL & WHOLESALE, MISCELLANEOUS - 4.9%
Comcast Corp. Class A  7,400  189,625
Circuit City Stores, Inc. - Circuit City Group  723,700  29,174,156
Corporate Express, Inc. (a)  150,800  3,185,650
Home Depot, Inc.   1,161,650  60,551,006
Lowe's Companies, Inc.   1,139,600  44,301,950
Officemax, Inc. (a)  550,700  8,363,756
Office Depot, Inc. (a)  132,700  2,678,881
PEAPOD, Inc.   8,600  107,500
Rex Stores Corp. (a)  37,600  423,000
Staples, Inc. (a)  205,300  5,671,413
Toys "R" Us, Inc. (a)  335,800  11,920,900
U.S. Office Products Co. (a)  133,600  4,709,400
Viking Office Products, Inc. (a)  180,200  3,919,350
  175,196,587
TOTAL RETAIL & WHOLESALE   289,094,333
COMMON STOCKS - CONTINUED
  VALUE
 SHARES (NOTE 1)
SERVICES - 0.1%
ADVERTISING - 0.0%
Interpublic Group of Companies, Inc.   26,100 $ 1,339,256
LEASING & RENTAL - 0.0%
Avis Rent A Car, Inc.   10,000  238,750
PRINTING - 0.0%
Donnelley (R.R.) & Sons Co.   27,200  970,700
SERVICES - 0.1%
Boron LePore & Associates, Inc.   2,200  50,875
Reuters Holdings PLC ADR Class B  38,600  2,750,250
  2,801,125
TOTAL SERVICES   5,349,831
TECHNOLOGY - 13.4%
COMMUNICATIONS EQUIPMENT - 0.4%
Andrew Corp. (a)  115,900  3,035,131
Cisco Systems, Inc. (a)  125,500  9,169,344
Nokia Corp. AB sponsored ADR  27,900  2,617,369
  14,821,844
COMPUTER SERVICES & SOFTWARE - 2.5%
Advantage Learning Systems, Inc.   1,600  40,400
Automatic Data Processing, Inc.   183,000  9,150,000
Ceridian Corp. (a)  232,600  8,606,200
CompUSA, Inc. (a)  100,200  3,507,000
CUC International, Inc. (a)  353,300  10,952,300
J.D. Edwards & Co.   2,700  90,450
E Trade Group, Inc.   9,200  432,400
Electronic Data Systems Corp.   406,400  14,427,200
First Data Corp.   258,000  9,691,125
Microsoft Corp. (a)  95,500  12,635,844
Netscape Communications Corp. (a)  15,300  550,800
Network Solutions, Inc. Class A   900  19,575
Oracle Corp. (a)  226,875  8,266,758
Paychex, Inc.   81,150  2,830,106
Policy Management Systems Corp. (a)  169,800  10,559,438
  91,759,596
COMPUTERS & OFFICE EQUIPMENT - 5.4%
Bay Networks, Inc. (a)  86,700  3,348,788
Compaq Computer Corp. (a)  692,650  51,775,588
Hewlett-Packard Co.   124,400  8,653,575
Ingram Micro, Inc. Class A (a)  26,900  727,981
International Business Machines Corp.   717,300  75,988,969
Quantum Corp.   31,900  1,222,169
SCI Systems, Inc. (a)  835,100  41,389,644
Tech Data Corp. (a)  154,700  7,116,200
Western Digital Corp.   53,400  2,139,338
  192,362,252
 
  VALUE
 SHARES (NOTE 1)
ELECTRONIC INSTRUMENTS - 1.1%
Applied Materials, Inc. (a)  21,700 $ 2,066,925
Cognex Corp. (a)  67,500  2,219,063
Lam Research Corp. (a)  315,500  14,670,750
Novellus Systems, Inc. (a)  32,100  4,044,600
Thermo Electron Corp. (a)  325,200  13,008,000
Varian Associates, Inc.   34,900  2,168,163
  38,177,501
ELECTRONICS - 4.0%
Uniphase Corp.   1,500  119,250
AMP, Inc.   453,400  24,285,238
Intel Corp.   530,700  48,990,244
Methode Electronics, Inc. Class A  128,350  3,305,013
Micron Technology, Inc. (a)  566,900  19,664,344
Molex, Inc.   68,257  2,781,473
Motorola, Inc.   39,900  2,867,813
Power One, Inc.   1,500  21,000
Solectron Corp. (a)  929,096  41,344,772
Thomas & Betts Corp.   15,600  852,150
  144,231,297
TOTAL TECHNOLOGY   481,352,490
TRANSPORTATION - 0.8%
AIR TRANSPORTATION - 0.1%
Northwest Airlines Corp. Class A (a)  34,900  1,448,350
RAILROADS - 0.5%
Bombardier, Inc. Class B  112,000  2,270,736
Burlington Northern Santa Fe Corp.   44,400  4,290,150
CSX Corp.   175,100  10,243,350
  16,804,236
SHIPPING - 0.1%
Stolt-Nielsen SA Class B sponsored ADR  99,500  2,885,500
Stolt-Nielsen SA  58,200  1,549,575
  4,435,075
TRUCKING & FREIGHT - 0.1%
Roadway Express, Inc.   45,600  1,248,300
Yellow Corp. (a)  115,500  3,760,969
  5,009,269
TOTAL TRANSPORTATION   27,696,930
COMMON STOCKS - CONTINUED
  VALUE
 SHARES (NOTE 1)
UTILITIES - 6.6%
CELLULAR - 2.4%
AirTouch Communications, Inc. (a)   884,600 $ 31,348,013
Vodafone Group PLC sponsored ADR  1,022,800  54,975,500
  86,323,513
ELECTRIC UTILITY - 0.3%
American Electric Power Co., Inc.   109,200  4,968,600
Entergy Corp.   201,800  5,259,413
Niagara Mohawk Power Corp. (a)  82,800  791,775
PG&E Corp.   33,442  775,436
  11,795,224
GAS - 0.1%
Enron Corp.   55,100  2,121,350
TELEPHONE SERVICES - 3.8%
AT&T Corp.   147,000  6,513,938
Ameritech Corp.   150,400  10,001,600
Bell Atlantic Corp.   209,393  16,843,049
BellSouth Corp.   271,700  12,566,125
Deutsche Telekom AG  80,500  1,551,824
MCI Communications Corp.   1,221,700  35,887,438
NEXTLINK Communications, Inc. 
 Class A  4,300  103,200
SBC Communications, Inc.   224,100  13,754,138
Sprint Corp.   712,300  35,615,000
WorldCom, Inc. (a)  84,800  2,996,806
  135,833,118
TOTAL UTILITIES   236,073,205
TOTAL COMMON STOCKS
 (Cost $1,895,000,117)   2,998,521,025
U.S. TREASURY OBLIGATIONS - 11.7%
  PRINCIPAL
  AMOUNT
8 1/8%, 8/15/19  $ 268,000,000  318,794,040
stripped principal: 
 0%, 2/15/19   115,000,000  28,587,850
 0%, 8/15/19   70,000,000  16,879,800
 0%, 8/15/20   196,000,000  44,141,160
 0%, 8/15/21   60,000,000  12,660,000
TOTAL U.S. TREASURY OBLIGATIONS
 (Cost $385,743,443)   421,062,850
CASH EQUIVALENTS - 5.0%
  VALUE
 SHARES (NOTE 1)
Taxable Central Cash Fund
 (Cost $179,617,726) (b)  179,617,726 $ 179,617,726
TOTAL INVESTMENT IN SECURITIES - 100%
 (Cost $2,460,361,286)  $ 3,599,201,601
LEGEND
1. Non-income producing
2. At period end, the seven-day yield on the Taxable Central Cash Fund
was 5.66%. The yield refers to the income earned by investing in the
fund over the seven-day period, expressed as an annual percentage.
INCOME TAX INFORMATION
At September 30, 1997, the aggregate cost of investment securities for
income tax purposes was $2,461,291,528. Net unrealized appreciation
aggregated $1,137,910,073, of which $1,173,261,705 related to
appreciated investment securities and $35,351,632 related to
depreciated investment securities. 
The fund hereby designates approximately $6,218,000 as a capital gain
dividend for the purpose of the dividend paid deduction.
FIDELITY DESTINY PORTFOLIOS: DESTINY II
 
FINANCIAL STATEMENTS
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                     <C>            <C>               
 SEPTEMBER 30, 1997                                                                                                     
 
ASSETS                                                                                                                  
 
Investment in securities, at value (cost $2,460,361,286) - See accompanying schedule                   $ 3,599,201,601   
 
Receivable for investments sold                                                                           16,862,957       
 
Receivable for fund shares sold                                                                           160,076          
 
Dividends receivable                                                                                      5,256,935        
 
Interest receivable                                                                                        3,581,825        
 
Other receivables                                                                                          33,321           
 
 TOTAL ASSETS                                                                                              3,625,096,715    
 
LIABILITIES                                                                                                             
 
Payable for investments purchased                                                          $ 13,750,513                     
 
Payable for fund shares redeemed                                                            577,975                         
 
Accrued management fee                                                                   1,377,160                       
 
Other payables and accrued expenses                                                         246,646                         
 
 TOTAL LIABILITIES                                                                                         15,952,294       
 
NET ASSETS                                                                                                $ 3,609,144,421   
 
Net Assets consist of:                                                                                                     
 
Paid in capital                                                                                       $ 2,188,592,650   
 
Undistributed net investment income                                                                    50,768,400       
 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions       230,944,721      
 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies 1,138,838,650    
 
NET ASSETS, for 250,596,142 shares outstanding                                                            $ 3,609,144,421   
 
NET ASSET VALUE, offering price and redemption price per share ($3,609,144,421 (divided by) 250,596,142 
shares)                                                                                                    $14.40           
 
</TABLE>
 
STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
<S>                                                                <C>            <C>             
 YEAR ENDED SEPTEMBER 30, 1997                                                                    
 
INVESTMENT INCOME                                                                 $ 41,725,744    
Dividends                                                                                         
 
Interest                                                                           39,529,118     
 
 TOTAL INCOME                                                                      81,254,862     
 
EXPENSES                                                                                          
 
Management fee                                                     $ 18,443,181                   
Basic fee                                                                                         
 
 Performance adjustment                                             (3,137,435)                   
 
Transfer agent fees                                                 187,300                       
 
Accounting fees and expenses                                        806,279                       
 
Non-interested trustees' compensation                               16,411                        
 
Custodian fees and expenses                                         113,521                       
 
Registration fees                                                   132,950                       
 
Audit                                                               49,631                        
 
Legal                                                               16,516                        
 
Miscellaneous                                                       10,082                        
 
 Total expenses before reductions                                   16,638,436                    
 
 Expense reductions                                                 (300,821)      16,337,615     
 
NET INVESTMENT INCOME                                                              64,917,247     
 
REALIZED AND UNREALIZED GAIN (LOSS)                                                               
Net realized gain (loss) on:                                                                      
 
 Investment securities                                              238,662,916                   
 
 Foreign currency transactions                                      24,778         238,687,694    
 
Change in net unrealized appreciation (depreciation) on:                                          
 
 Investment securities                                              606,542,378                   
 
 Assets and liabilities in foreign currencies                       1,634          606,544,012    
 
NET GAIN (LOSS)                                                                    845,231,706    
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                   $ 910,148,953   
 
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                 <C>               <C>               
                                                                                     YEAR ENDED        YEAR ENDED        
                                                                                    SEPTEMBER 30,     SEPTEMBER 30,     
                                                                                     1997              1996              
 
INCREASE (DECREASE) IN NET ASSETS                                                                                       
 
Operations                                                                              $ 64,917,247      $ 54,527,132      
Net investment income                                                                                                    
 
 Net realized gain (loss)                                                            238,687,694       177,717,874      
 
 Change in net unrealized appreciation (depreciation)                                606,544,012       95,101,281       
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                        910,148,953       327,346,287      
 
Distributions to shareholders                                                            (55,499,110)      (43,813,086)     
From net investment income                                                                                             
 
 From net realized gain                                                              (166,474,990)     (61,463,441)     
 
 TOTAL DISTRIBUTIONS                                                                 (221,974,100)     (105,276,527)    
 
Share transactions                                                                      326,984,358       291,742,259      
Net proceeds from sales of shares                                                                                      
 
 Reinvestment of distributions                                                       218,448,216       103,441,673      
 
 Cost of shares redeemed                                                            (162,870,326)     (110,608,517)    
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM SHARE TRANSACTIONS               382,562,248       284,575,415      
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                                             1,070,737,101     506,645,175      
 
NET ASSETS                                                                                                              
 
 Beginning of period                                                                    2,538,407,320     2,031,762,145    
 
 End of period (including undistributed net investment income of $50,768,400 and 
$41,533,520, respectively)                                                              $ 3,609,144,421   $ 2,538,407,320   
 
OTHER INFORMATION                                                                                                          
Shares                                                                                                                  
 
 Sold  (1996 shares adjusted for 3 for 1 stock split paid June 21, 1996)                25,964,294        26,673,779       
 
 Issued in reinvestment of distributions                                                18,831,746        9,879,858        
 
 Redeemed                                                                              (12,796,917)      (10,109,951)     
 
 Net increase (decrease)                                                                31,999,123        26,443,686       
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
 
 
 
<TABLE>
<CAPTION>
<S>                                       <C>                         <C>    <C>    <C>      <C>             <C>           
(PER-SHARE DATA HAVE BEEN ADJUSTED FOR A 3-FOR-1 SHARE SPLIT PAID JUNE 21, 1996.)                                       
 
                                           YEARS ENDED SEPTEMBER 30,                          THREE MONTHS    YEAR ENDED    
                                                                                         ENDED           JUNE 30,      
                                                                                             SEPTEMBER                     
                                                                                             30,                           
 
                                          1997                        1996   1995   1994 D   1993            1993          
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                     <C>         <C>        <C>       <C>       <C>       <C>       
SELECTED PER-SHARE DATA                                                                                                
 
Net asset value, beginning of period                    $ 11.61     $ 10.57    $ 9.52    $ 8.89    $ 8.82    $ 8.23    
 
Income from Investment Operations                                                                                      
 
 Net investment income                                   .27 C       .24        .22       .14       .01       .09      
 
 Net realized and unrealized gain (loss)                 3.52        1.34       1.99      .96       .41       1.61     
 
 Total from investment operations                        3.79        1.58       2.21      1.10      .42       1.70     
 
                                                                                                                       
 
Less Distributions                                                                                                     
 
 From net investment income                              (.25)       (.22)      (.17)     (.04)     (.05)     (.12)    
 
 From net realized gain                                  (.75)       (.32)      (.99)     (.43)     (.30)     (.99)    
 
 Total distributions                                     (1.00)      (.54)      (1.16)    (.47)     (.35)     (1.11)   
 
Net asset value, end of period                          $ 14.40     $ 11.61    $ 10.57   $ 9.52    $ 8.89    $ 8.82    
 
TOTAL RETURN B                                           34.72% G    15.43%     26.98%    12.67%    4.93%     23.28%   
 
RATIOS AND SUPPLEMENTAL DATA                                                                                           
 
Net assets, end of period (in millions)                 $ 3,609     $ 2,538    $ 2,032   $ 1,437   $ 1,143   $ 1,061   
 
Ratio of expenses to average net assets                  .54%        .78%       .80%      .80%      .84% A    .84%     
 
Ratio of expenses to average net assets after            .53% E      .78%       .80%      .80%      .84% A    .84%     
expense reductions                                                                                                     
 
Ratio of net investment income to average net assets     2.11%       2.38%      2.33%     1.56%     .69% A    1.41%    
 
Portfolio turnover rate                                  35%         37%        52%       72%       80% A     81%      
 
Average commission rate F                               $ .0482     $ .0182                                            
 
</TABLE>
 
A ANNUALIZED
B TOTAL RETURNS DO NOT INCLUDE THE EFFECTS OF THE SEPARATE SALES
CHARGES AND CUSTODIAN FEES ASSESSED THROUGH FIDELITY SYSTEMATIC
INVESTMENT PLANS AND FOR PERIODS OF LESS THAN ONE YEAR ARE NOT
ANNUALIZED.
C NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
D EFFECTIVE OCTOBER 1, 1993, THE FUND ADOPTED STATEMENT OF POSITION
93-2, "DETERMINATION, DISCLOSURE, AND FINANCIAL STATEMENT PRESENTATION
OF INCOME, CAPITAL GAIN, AND RETURN OF CAPITAL DISTRIBUTIONS BY
INVESTMENT COMPANIES." AS A RESULT, NET INVESTMENT INCOME PER SHARE
MAY REFLECT CERTAIN RECLASSIFICATIONS RELATED TO BOOK TO TAX
DIFFERENCES.
E FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES
(SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).
F FOR FISCAL YEARS BEGINNING ON OR AFTER SEPTEMBER 1, 1995, A FUND IS
REQUIRED TO DISCLOSE ITS AVERAGE COMMISSION RATE PER SHARE FOR
SECURITY TRADES ON WHICH COMMISSIONS ARE CHARGED. THIS AMOUNT MAY VARY
FROM PERIOD TO PERIOD AND FUND TO FUND DEPENDING ON THE MIX OF TRADES
EXECUTED IN VARIOUS MARKETS WHERE TRADING PRACTICES AND COMMISSION
RATE STRUCTURES MAY DIFFER.
G THE TOTAL RETURN WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIOD SHOWN (SEE NOTE 5 OF NOTES TO FINANCIAL
STATEMENTS).
NOTES TO FINANCIAL STATEMENTS
for the period ended September 30, 1997
 
   
 
 
1. SIGNIFICANT ACCOUNTING POLICIES.
Destiny I and Destiny II (the funds) are funds of Fidelity Destiny
Portfolios (the trust). The trust 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. Each fund is authorized to issue an unlimited number of shares. 
Shares of each fund are offered publicly through Fidelity Systematic
Investment Plans: Destiny Plans I and Destiny Plans II (the Plans), a
unit investment trust with two series.  The financial statements have
been prepared in conformity with generally accepted accounting
principles which permit management to make certain estimates and
assumptions at the date of the financial statements. 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 with
remaining maturities of sixty days or less for which quotations are
not readily available are valued at amortized cost or original cost
plus accrued interest, both of which approximate current value.
FOREIGN CURRENCY TRANSLATION. The accounting records of the funds are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the prevailing rates of exchange at period end. Income
receipts and expense payments are translated into U.S. dollars at the
prevailing exchange rate on the respective dates of the transactions.
Purchases and sales of securities are translated into U.S. dollars at
the contractual currency exchange rates established at the time of
each trade.
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, 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 its 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. Non-cash dividends included in
dividend income, if any, are recorded at the fair market value of the
securities received. 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 of the trust can be directly attributed to a
fund. Expenses which cannot be directly attributed are apportioned
between the funds in the trust.
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,
market discount, partnerships 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.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital. 
Undistributed net  investment income
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
DISTRIBUTIONS TO SHAREHOLDERS - CONTINUED
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.
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.
FOREIGN CURRENCY CONTRACTS. Each fund may use foreign currency
contracts to facilitate transactions in foreign-denominated
securities. 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 foreign currency contracts is
determined using contractual currency exchange rates established at
the time of each trade. The cost of the foreign currency contracts is
included in the cost basis of the associated investment.
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 for U.S. Treasury or Federal Agency obligations.
REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
securities are transferred to an account of the funds, or to the Joint
Trading Account, at a bank custodian. The securities are
marked-to-market daily and maintained at a value at least equal to the
principal amount of the repurchase agreement (including accrued
interest). 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. 
TAXABLE CENTRAL CASH FUND. Pursuant to an Exemptive Order issued by
the SEC, the funds may invest in the Taxable Central Cash Fund (the
Cash Fund) managed by FMR Texas, an affiliate of FMR. The Cash Fund is
an open-end money market fund available only to investment companies
and other accounts managed by FMR and its affiliates. The Cash Fund
seeks preservation of capital, liquidity, and current income by
investing in U.S. Treasury securities and repurchase agreements for
these securities. Income distributions from the Cash Fund are declared
daily and paid monthly from net interest income. Income distributions
received by the funds are recorded as interest income in the
accompanying financial statements.
3. PURCHASES AND SALES OF INVESTMENTS. 
Destiny I: Purchases and sales of securities, other than short-term
securities, aggregated $1,620,709,937 and $1,811,892,048,
respectively, of which U.S. government and government agency
obligations aggregated $90,002,181 and $178,764,729, respectively.
Destiny II: Purchases and sales of securities, other than short-term
securities, aggregated $1,219,702,491 and $999,237,318, respectively,
of which U.S. government and government agency obligations aggregated
$86,141,257 and $100,651,718, 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 .2500% to
 .5200% for the period. In the event that these rates were lower than
the contractual rates in effect during the period, FMR voluntarily
implemented the above rates, as they resulted in the same or a lower
management fee. The annual individual fund fee rates are .17% and .30%
for Destiny I and Destiny II, respectively. The basic fee is subject
to a performance 
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - 
CONTINUED
MANAGEMENT FEE - CONTINUED
adjustment (up to a maximum of (plus/minus).24% of the fund's average
net assets over the performance period) 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 .36% and .50%, respectively of average
net assets after the performance adjustment for the Destiny I and
Destiny II funds, respectively. 
Fidelity Distributors Corporation, an affiliate of FMR and sponsor of
the Plans, received $1,427,473 and $2,907,727 as its portion of the
Creation and Sales Charges on sales of Destiny Plans I and Destiny
Plans II, respectively, for the period.
TRANSFER AGENT FEES. Fidelity Service Company, Inc. (FSC), an
affiliate of FMR, is the funds' transfer, dividend disbursing and
shareholder servicing agent. 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. For the period, the transfer agent fees were
equivalent to an annual rate of .00%, and .01% of the average net
assets of Destiny I and Destiny II, respectively.
ACCOUNTING FEES. FSC maintains each fund's 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 $392,046 and $245,016, respectively.
5. EXPENSE REDUCTIONS.
FMR has directed certain portfolio trades to brokers who paid a
portion of each fund's expenses. For the period, the fund's expenses
were reduced by $411,547 and  $279,098 under this arrangement for
Destiny I and Destiny II, respectively.
In addition, each fund has entered into arrangements with it's
custodian and transfer agent whereby interest earned on uninvested
cash balances was used to offset a portion of each fund's expenses.
During the period, the custodian and transfer agent fees were reduced
by $10,371 and $12,718 for Destiny I and $7,293 and $14,430, for
Destiny II under these arrangements, respectively.
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, 1997, 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 four
years in the period then ended, for the three month period ended
September 30, 1993, and for the year 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, 1997 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 Fidelity Destiny Portfolios: Destiny I and
Destiny II as of September 30, 1997, 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 four years in the period then ended, for the three
month period ended September 30, 1993, and for the year ended June 30,
1993, in conformity with generally accepted accounting principles.
/s/COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
November 11, 1997
DISTRIBUTIONS
 
 
Totals of 23% and 24% of the dividends distributed during the fiscal
year was 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 36% and 37% of the dividends distributed during the fiscal
year qualify for the dividends-received deductions for corporate
shareholders for Destiny I and Destiny II, respectively.
The fund will notify shareholders in January 1998 of these percentages
for use in preparing 1997 income tax returns.
 
 



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