FIDELITY DESTINY PORTFOLIOS
N-30D, 1998-11-13
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FIDELITY
DESTINY
PORTFOLIOS:
DESTINY I
DESTINY II
Annual Report
Annual Report
September 30, 1998
September 30, 1995
Printed on recycled paper
6i-64780
 
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
Abigail P. Johnson, VICE PRESIDENT
George A. Vanderheiden, VICE PRESIDENT
Beth Terrana, VICE PRESIDENT
Eric D. Roiter, SECRETARY
Richard A. Silver, TREASURER
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-1198
 1.537812.101
6i
* INDEPENDENT TRUSTEES
 
 
CONTENTS
 
 
ANNUAL REPORT
 
<TABLE>
<CAPTION>
<S>                                 <C>   <C>                                                      
PERFORMANCE                         A-2   How the funds have done over time.                       
 
FUND TALK                           A-4   The managers' review of the funds' performance,          
                                          strategy and outlook.                                    
 
INVESTMENT CHANGES                  A-10  A summary of major shifts in the funds' investments      
                                          over the past six months.                                
 
DESTINY I                                                                                          
 
 INVESTMENTS                        A-11  A complete list of the fund's investments                
                                          with their market values.                                
 
 FINANCIAL STATEMENTS               A-16  Statements of assets and liabilities, operations, and    
                                          changes in net assets, as well as financial highlights.  
 
DESTINY II                                                                                         
 
 INVESTMENTS                        A-20  A complete list of the fund's investments                
                                          with their market values.                                
 
 FINANCIAL STATEMENTS               A-25  Statements of assets and liabilities, operations, and    
                                          changes in net assets, as well as financial highlights.  
 
NOTES                               A-29  Notes to the financial statements.                       
 
REPORT OF INDEPENDENT ACCOUNTANTS   A-32  The auditors' opinion                                    
 
DISTRIBUTIONS                       A-33                                                           
 
</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.
FIDELITY DESTINY PORTFOLIOS: DESTINY I
 
PERFORMANCE: THE BOTTOM LINE
 
 
$10,000 OVER 10 YEARS
             Destiny I                   S&P 500
             00006                       SP001
  1988/09/30      10000.00                    10000.00
  1988/10/31      10134.23                    10278.00
  1988/11/30       9899.33                    10131.02
  1988/12/31      10168.21                    10308.32
  1989/01/31      11029.78                    11062.89
  1989/02/28      10782.40                    10787.42
  1989/03/31      11029.78                    11038.77
  1989/04/30      11533.07                    11611.68
  1989/05/31      12241.09                    12081.95
  1989/06/30      11968.12                    12013.09
  1989/07/31      12769.97                    13097.87
  1989/08/31      13115.67                    13354.59
  1989/09/30      13222.52                    13299.83
  1989/10/31      12777.32                    12991.28
  1989/11/30      12839.65                    13256.30
  1989/12/31      12765.27                    13574.45
  1990/01/31      12001.62                    12663.60
  1990/02/28      12256.17                    12826.96
  1990/03/31      12520.15                    13166.88
  1990/04/30      12114.75                    12837.71
  1990/05/31      13453.50                    14089.38
  1990/06/30      13425.22                    13993.57
  1990/07/31      13048.11                    13948.80
  1990/08/31      11711.95                    12687.82
  1990/09/30      10922.60                    12069.93
  1990/10/31      10843.66                    12018.03
  1990/11/30      11771.15                    12794.39
  1990/12/31      12363.16                    13151.35
  1991/01/31      13695.18                    13724.75
  1991/02/28      14642.40                    14706.07
  1991/03/31      14987.74                    15061.96
  1991/04/30      15175.21                    15098.11
  1991/05/31      16082.96                    15750.35
  1991/06/30      15027.21                    15028.98
  1991/07/31      16023.76                    15729.33
  1991/08/31      16567.40                    16102.12
  1991/09/30      16288.00                    15833.21
  1991/10/31      16215.56                    16045.38
  1991/11/30      15222.14                    15398.75
  1991/12/31      17175.02                    17160.36
  1992/01/31      17360.64                    16841.18
  1992/02/29      17993.92                    17060.12
  1992/03/31      17589.93                    16727.44
  1992/04/30      18223.21                    17219.23
  1992/05/31      18376.07                    17303.61
  1992/06/30      18059.43                    17045.78
  1992/07/31      18790.98                    17742.95
  1992/08/31      18292.79                    17379.22
  1992/09/30      18477.07                    17584.30
  1992/10/31      18366.50                    17645.84
  1992/11/30      19251.04                    18247.57
  1992/12/31      19777.43                    18472.01
  1993/01/31      20388.17                    18627.18
  1993/02/28      20453.14                    18880.51
  1993/03/31      21466.70                    19278.89
  1993/04/30      21596.64                    18812.34
  1993/05/31      22207.38                    19316.51
  1993/06/30      22376.31                    19372.53
  1993/07/31      22662.18                    19295.04
  1993/08/31      23442.90                    20026.32
  1993/09/30      23442.90                    19872.11
  1993/10/31      24304.98                    20283.47
  1993/11/30      24152.03                    20090.77
  1993/12/31      25002.44                    20333.87
  1994/01/31      26593.91                    21025.22
  1994/02/28      26192.32                    20455.44
  1994/03/31      24957.81                    19563.58
  1994/04/30      25701.49                    19814.00
  1994/05/31      25894.85                    20138.95
  1994/06/30      25166.04                    19645.54
  1994/07/31      25998.96                    20289.92
  1994/08/31      27173.97                    21121.80
  1994/09/30      26326.18                    20604.32
  1994/10/31      26906.25                    21067.92
  1994/11/30      25984.09                    20300.62
  1994/12/31      26109.88                    20601.68
  1995/01/31      26360.08                    21135.88
  1995/02/28      27253.64                    21959.55
  1995/03/31      28022.10                    22607.57
  1995/04/30      29076.50                    23273.37
  1995/05/31      30434.72                    24203.60
  1995/06/30      31471.25                    24765.85
  1995/07/31      32597.14                    25587.09
  1995/08/31      32883.08                    25651.31
  1995/09/30      33562.18                    26733.80
  1995/10/31      33830.25                    26638.36
  1995/11/30      34795.30                    27807.78
  1995/12/31      35757.54                    28343.36
  1996/01/31      36425.37                    29308.17
  1996/02/29      36291.80                    29579.85
  1996/03/31      36196.40                    29864.71
  1996/04/30      36883.31                    30304.91
  1996/05/31      37684.70                    31086.48
  1996/06/30      37951.84                    31204.92
  1996/07/31      36787.90                    29826.28
  1996/08/31      37093.20                    30455.32
  1996/09/30      38944.04                    32169.35
  1996/10/31      40432.35                    33056.58
  1996/11/30      43504.37                    35555.32
  1996/12/31      42389.01                    34850.97
  1997/01/31      44462.96                    37028.46
  1997/02/28      44865.05                    37318.76
  1997/03/31      42558.31                    35785.34
  1997/04/30      44695.75                    37921.72
  1997/05/31      47573.88                    40230.40
  1997/06/30      49097.60                    42032.72
  1997/07/31      52822.25                    45377.26
  1997/08/31      50917.60                    42835.23
  1997/09/30      53076.20                    45181.31
  1997/10/31      51996.90                    43672.26
  1997/11/30      53880.38                    45693.84
  1997/12/31      55497.58                    46478.41
  1998/01/31      55708.87                    46992.46
  1998/02/28      59300.71                    50381.56
  1998/03/31      61225.76                    52961.59
  1998/04/30      61108.38                    53494.39
  1998/05/31      60591.90                    52574.82
  1998/06/30      62141.33                    54710.41
  1998/07/31      62352.61                    54127.74
  1998/08/31      54253.35                    46301.95
  1998/09/30      57704.34                    49268.06
IMATRL PRASUN   SHR__CHT 19980930 19981005 122948 R00000000000123
$10,000 OVER 10 YEARS:  Let's say hypothetically that $10,000 was
invested in Destiny I on September 30, 1988. As the chart shows, by
September 30, 1998, the value of the investment would have grown to
$57,704 - a 477.04% 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 $49,268 - a 392.68% increase.
CUMULATIVE TOTAL RETURNS
PERIODS ENDED                        PAST 1  PAST 5   PAST 10  
SEPTEMBER 30, 1998                   YEAR    YEARS    YEARS    
 
Destiny I                            8.72%   146.15%  477.04%  
 
S&P 500 (registered trademark)       9.05%   147.93%  392.68%  
 
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED           PAST 1   PAST 5  PAST 10  
SEPTEMBER 30, 1998      YEAR     YEARS   YEARS    
 
Destiny I               8.72%    19.74%  19.16%   
 
$50/month 15-Year Plan  -48.03%  15.42%  17.60%   
 
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. 
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
             Destiny II                  S&P 500
             00306                       SP001
  1988/09/30      10000.00                    10000.00
  1988/10/31      10021.95                    10278.00
  1988/11/30       9709.11                    10131.02
  1988/12/31      10023.73                    10308.32
  1989/01/31      10862.35                    11062.89
  1989/02/28      10647.03                    10787.42
  1989/03/31      10783.02                    11038.77
  1989/04/30      11406.32                    11611.68
  1989/05/31      12125.94                    12081.95
  1989/06/30      11695.30                    12013.09
  1989/07/31      12397.92                    13097.87
  1989/08/31      12794.07                    13354.59
  1989/09/30      12865.95                    13299.83
  1989/10/31      12446.67                    12991.28
  1989/11/30      12566.46                    13256.30
  1989/12/31      12671.38                    13574.45
  1990/01/31      11847.33                    12663.60
  1990/02/28      12069.19                    12826.96
  1990/03/31      12367.11                    13166.88
  1990/04/30      11986.78                    12837.71
  1990/05/31      13355.97                    14089.38
  1990/06/30      13381.33                    13993.57
  1990/07/31      12905.92                    13948.80
  1990/08/31      11509.53                    12687.82
  1990/09/30      10650.52                    12069.93
  1990/10/31      10573.01                    12018.03
  1990/11/30      11658.09                    12794.39
  1990/12/31      12351.74                    13151.35
  1991/01/31      13738.63                    13724.75
  1991/02/28      14812.98                    14706.07
  1991/03/31      15281.78                    15061.96
  1991/04/30      15581.30                    15098.11
  1991/05/31      16466.82                    15750.35
  1991/06/30      15301.32                    15028.98
  1991/07/31      16375.66                    15729.33
  1991/08/31      17019.14                    16102.12
  1991/09/30      16728.51                    15833.21
  1991/10/31      16657.63                    16045.38
  1991/11/30      15580.20                    15398.75
  1991/12/31      17468.37                    17160.36
  1992/01/31      17804.87                    16841.18
  1992/02/29      18552.66                    17060.12
  1992/03/31      17984.34                    16727.44
  1992/04/30      18590.05                    17219.23
  1992/05/31      18874.21                    17303.61
  1992/06/30      18455.45                    17045.78
  1992/07/31      19195.76                    17742.95
  1992/08/31      18638.84                    17379.22
  1992/09/30      18696.37                    17584.30
  1992/10/31      18688.15                    17645.84
  1992/11/30      19625.03                    18247.57
  1992/12/31      20173.07                    18472.01
  1993/01/31      20869.59                    18627.18
  1993/02/28      20921.18                    18880.51
  1993/03/31      21798.27                    19278.89
  1993/04/30      21798.27                    18812.34
  1993/05/31      22554.97                    19316.51
  1993/06/30      22752.75                    19372.53
  1993/07/31      22967.72                    19295.04
  1993/08/31      23811.17                    20026.32
  1993/09/30      23873.80                    19872.11
  1993/10/31      24768.62                    20283.47
  1993/11/30      24670.19                    20090.77
  1993/12/31      25580.70                    20333.87
  1994/01/31      27191.86                    21025.22
  1994/02/28      26862.09                    20455.44
  1994/03/31      25552.44                    19563.58
  1994/04/30      26315.62                    19814.00
  1994/05/31      26504.06                    20138.95
  1994/06/30      25722.03                    19645.54
  1994/07/31      26560.59                    20289.92
  1994/08/31      27776.03                    21121.80
  1994/09/30      26899.78                    20604.32
  1994/10/31      27483.94                    21067.92
  1994/11/30      26607.70                    20300.62
  1994/12/31      26726.15                    20601.68
  1995/01/31      27006.11                    21135.88
  1995/02/28      27889.09                    21959.55
  1995/03/31      28642.85                    22607.57
  1995/04/30      29687.34                    23273.37
  1995/05/31      31022.57                    24203.60
  1995/06/30      32067.07                    24765.85
  1995/07/31      33165.40                    25587.09
  1995/08/31      33456.14                    25651.31
  1995/09/30      34156.06                    26733.80
  1995/10/31      34436.03                    26638.36
  1995/11/30      35372.84                    27807.78
  1995/12/31      36336.97                    28343.36
  1996/01/31      37016.17                    29308.17
  1996/02/29      36857.69                    29579.85
  1996/03/31      36733.17                    29864.71
  1996/04/30      37412.37                    30304.91
  1996/05/31      38193.44                    31086.48
  1996/06/30      38442.48                    31204.92
  1996/07/31      37321.81                    29826.28
  1996/08/31      37627.44                    30455.32
  1996/09/30      39427.31                    32169.35
  1996/10/31      40853.62                    33056.58
  1996/11/30      43943.96                    35555.32
  1996/12/31      42826.22                    34850.97
  1997/01/31      44855.02                    37028.46
  1997/02/28      45334.56                    37318.76
  1997/03/31      43047.54                    35785.34
  1997/04/30      45076.35                    37921.72
  1997/05/31      47879.79                    40230.40
  1997/06/30      49318.39                    42032.72
  1997/07/31      52970.24                    45377.26
  1997/08/31      51015.21                    42835.23
  1997/09/30      53117.79                    45181.31
  1997/10/31      52048.06                    43672.26
  1997/11/30      53966.20                    45693.84
  1997/12/31      55519.73                    46478.41
  1998/01/31      55721.03                    46992.46
  1998/02/28      59425.03                    50381.56
  1998/03/31      61317.29                    52961.59
  1998/04/30      60995.20                    53494.39
  1998/05/31      60230.25                    52574.82
  1998/06/30      63571.90                    54710.41
  1998/07/31      64095.29                    54127.74
  1998/08/31      54191.12                    46301.95
  1998/09/30      56647.03                    49268.06
IMATRL PRASUN   SHR__CHT 19980930 19981005 124911 R00000000000123
$10,000 OVER 10 YEARS:  Let's say hypothetically that $10,000 was
invested in Destiny II on September 30, 1988. As the chart shows, by
September 30, 1998, the value of the investment would have grown to
$56,647 - a 466.47% 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 $49,268 - a 392.68% increase.
CUMULATIVE TOTAL RETURNS
PERIODS ENDED             PAST 1  PAST 5   PAST 10  
SEPTEMBER 30, 1998        YEAR    YEARS    YEARS    
 
Destiny II                6.64%   137.28%  466.47%  
 
S&P 500                   9.05%   147.93%  392.68%  
 
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED           PAST 1   PAST 5  PAST 10  
SEPTEMBER 30, 1998      YEAR     YEARS   YEARS    
 
Destiny II              6.64%    18.86%  18.94%   
 
$50/month 15-Year Plan  -49.02%  14.58%  17.38%   
 
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.
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 I
 
FUND TALK: THE MANAGER'S OVERVIEW
 
 
 
MARKET RECAP
The 12-month period that drew to a close on 
September 30, 1998, is one equity investors will 
remember for years to come. The period began as 
it ended: with extreme volatility. In October 1997, 
the Dow Jones Industrial Average - an index of 30 
blue-chip stocks - tumbled over 550 points in one 
day on the news of worsening economic conditions 
in Asia. The Dow rebounded the following day, 
however, rising 330 points as investors focused 
on higher-quality stocks with strong liquidity and 
minimal international exposure. This trend continued 
in the first and second quarters of 1998, as U.S. 
economic growth chugged along on the rails of 
near-record lows for inflation, unemployment and 
interest rates. Unfortunately, emerging markets - 
particularly in Russia and Latin America - seemed 
to catch the so-called "Asian contagion," causing a 
free-fall in the U.S. stock market. On August 31, the 
Dow plunged 512.61 points - erasing all previous 
gains for the year. Appropriately, the Dow closed 
on September 30 with a 237.90 loss, triggered by 
investor disappointment over a 
lower-than-hoped-for decrease in the federal funds 
rate. For the 12-month period ended September 30, 
1998, the Dow eked out a barely positive gain of 
0.40%, while the Standard & Poor's 500 Index - a 
market-capitalization weighted index of 500 widely 
held U.S. stocks - returned 9.05%. As a safe 
haven from turbulent stock markets worldwide, 
bond markets reaped the benefits from the flight 
to quality. The Lehman Brothers Aggregate Bond 
Index - a broad measure of the U.S. taxable 
investment-grade bond market - returned 11.51% 
over the past year. Meanwhile, Treasury-bond yields 
- - which move in the opposite direction of bond 
prices - fell to their lowest level in over three 
decades, as the yield on the benchmark 30-year 
bond fell to 4.96%. The Lehman Brothers 
Corporate Bond Index returned 11.07% for the 
12-month period. 
 
AN INTERVIEW WITH 
GEORGE A. VANDERHEIDEN, 
PORTFOLIO MANAGER OF 
FIDELITY DESTINY I PORTFOLIO
Q. HOW DID THE FUND PERFORM, GEORGE?
A. For the 12-month period that ended September 30, 1998, Destiny I
returned 8.72%. The growth funds average returned -1.44% in that same
time span, according to Lipper Analytical Services. The Standard &
Poor's 500 Index had a 12-month return of 9.05% as of September 30,
1998.
Q. WHICH MARKET SECTORS HELPED FUND PERFORMANCE?
A. Over the past year, the fund's performance was helped by limited
exposure - relative to its benchmark - to such economically sensitive
segments as basic industries, energy, and aerospace and defense.
Strong growth in consumer spending helped propel the retail sector to
solid gains, and while some of the fund's retail stocks performed
poorly towards the end of the period, the fund benefited from an
overall emphasis on retail stocks during the past 12 months.
Additionally, good stock selection in the finance, utilities and
nondurables sectors contributed to Destiny I's performance relative to
the S&P 500. Some of the better performers resided in the finance
sector, as declining interest rates and an increase in home
refinancing activity fueled a strong price increase for fund holdings
such as Fannie Mae and Freddie Mac. In the utilities area, Vodafone
Group - a telecommunications company based in the United Kingdom -
benefited from strong earnings growth. The decline in interest rates
and accompanying concern over a deceleration in corporate earnings
growth also propelled bonds to strong gains. As a result, the fund's
bond holdings helped relative performance. 
Q. WHICH MARKET SECTORS HURT FUND PERFORMANCE?
A. On the flip side, disappointing returns from some of the fund's
positions in the health care, technology and durables sectors hurt
performance. Throughout much of the past year, I believed the ongoing
economic problems in Asia posed formidable investment risks -
particularly in the technology sector - even though the immediate
concerns faced by U.S. investors seemed, at times, to diminish.
Consequently, Destiny I remained underweighted in the technology
sector, a stance that hurt performance as technology outperformed the
S&P 500 during the period. At the same time, disappointing returns
from technology holdings such as Compaq Computer and SCI Systems, for
example, detracted from fund performance as both stocks declined due
to concerns over earnings growth. Several of the fund's health care
holdings had weak returns during the period, including Columbia/HCA
Healthcare. As the period progressed, market sentiment turned against
Columbia due to the uncertainty surrounding resolution of the
government's investigation of the company's billing practices and
Columbia's weaker-than-expected operating revenues. 
Q. HOW DID THE MARKET VOLATILITY OVER THE PAST YEAR AFFECT YOUR
INVESTMENT DECISIONS?
A. Over much of the past 12 months, I positioned Destiny I for an
environment of economic weakness. For instance, I focused the fund's
stock selection on companies I believed were less sensitive to
downturns in the domestic economy and to disruption in foreign
markets. Fannie Mae, Freddie Mac, Wal-Mart Stores and Home Depot are
all examples of fund holdings that - despite the emergence of a global
financial crisis and increased market volatility - met or exceeded
earnings growth expectations during the period. Fannie Mae, a
federally chartered company that helps provide low- and
moderate-income family housing by purchasing mortgage loans from
lenders, was the fund's top individual contributor during the year.
The company has proven capable of performing well in both economic
booms and busts, and the market has consistently rewarded them for it.
I also maintained an allocation to bonds to hedge against a
deceleration in corporate earnings growth, a downturn in the stock
market and a financial crisis outside of the U.S. The fund's bond
positions performed pretty much as I expected they would, and this
allocation helped the fund's performance relative to the S&P 500. At
the end of the period, bonds accounted for around 13% of the fund's
total assets.
Q. WHAT FACTORS HAVE CONTRIBUTED TO THE RECENT WEAK PERFORMANCE OF THE
STOCK MARKET?
A. The ongoing economic weakness in Asia and other overseas countries,
a lack of pricing power - or the ability of companies to set prices -
across almost all industry groups and rising labor costs all began to
overwhelm the "Goldilocks" economic scenario, which was a widely held
view earlier in the year. In this scenario, real Gross Domestic
Product, or GDP, was forecast to grow between 2.5% to 3% per year,
inflation would stay restrained, corporate profits would grow at their
long-term growth rate of 7% to 8% and the stock market would rise
in-line with corporate earnings. During the past few months, however,
speculation has intensified that economic turmoil in Asia and other
emerging countries would further slow the already softening domestic
economy, leading to a reduction in corporate profits and pushing the
U.S. into a recession. Corporate profits are dependent upon both unit
volume and pricing power. The pricing side of the earnings equation
has remained weak, but it has also become apparent that volume
increases would not be sufficient to maintain earnings growth rates.
Further, the stock market has become somewhat disconnected from
interest rates. Consequently, lower rates were no longer enough to
support already stretched stock market values.
Q. WHAT'S YOUR OUTLOOK?
A. Let me first say that I don't know how the U.S. stock market will
perform over the next year. My positioning of Destiny I, however,
should continue to reflect an environment of anemic pricing power,
flat-to-declining corporate earnings and decreasing inflation. Over
the past year, consumer spending was robust, retail sales were strong,
GDP growth was healthy and many companies reported strong top-line
revenue growth. Nevertheless, U.S. corporate earnings growth has
decelerated and in many cases has turned negative. A lack of pricing
power across a broad number of industries, wage inflation and a
decrease in exports has contributed to this weakness in earnings
growth. While the recent correction brought stock values back to more
reasonable levels compared to their underlying fundamentals, many
economic forecasts remain downcast. Deterioration in underlying
fundamental business prospects and the fact that many stock valuations
remain overextended still pose the risk of further stock market
declines. In addition, the turmoil in Asia and other economies around
the world has continued to roll on. From my standpoint, I believe the
U.S. is already in an earnings recession; the question remains if this
will evolve into an economic recession as well.
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 MANAGING 
THE FUND THROUGH MARKET DOWNTURNS:
"Even though I discussed the importance of 
being a long-term investor in the fund's annual 
report 12 months ago, the message bears 
repeating given the recent market volatility we've 
seen. Seeing the personal financial impact of the 
recent market decline in dollars and cents can be 
an unpleasant awakening. As rough as the recent 
volatility appeared, however, overall returns were 
well within the historical range for the U.S. stock 
market. In the post World War II era, quarterly 
declines of 10% or more by the Standard & Poor's 
500 Index have occurred eight times, or about 
every seven years. Nevertheless, if history is any 
indication, the stock market will continue to be the 
most profitable investment arena for investors with 
a long-term perspective. Although the past few 
years have proven difficult for active fund 
managers to outperform the S&P 500, I have 
remained focused on investing in securities that I 
believe offer the best return potential over the 
next five to 10 years. I have also invested a 
portion of the fund in bonds, particularly at times 
when I felt bonds were attractively priced. During 
my tenure on Destiny I, shareholders have 
benefited from this approach. While historical 
performance is certainly not guaranteed to repeat 
itself, the fund compared quite favorably to both 
the S&P 500 and its Lipper peer group from 
December 1, 1980 through September 30, 1998. In 
that time, Destiny I has produced an average annual 
return of 19.14%, compared to 15.66% for the 
S&P 500 and 13.15% for the Lipper group. This 
gives me confidence that Destiny I shareholders 
will be positioned to benefit in the future, just as 
they have during the past 18 years."
FUND FACTS
GOAL: seeks capital growth
START DATE: July 10, 1970
SIZE: as of September 30, 1998, 
more than $6.2 billion
MANAGER: George Vanderheiden, since 1980; 
manager, Fidelity Destiny II Fund, 1985-June 
1998; joined Fidelity in 1971
(checkmark)
FIDELITY DESTINY PORTFOLIOS: DESTINY II
 
FUND TALK: THE MANAGER'S OVERVIEW
 
 
 
MARKET RECAP
THE 12-MONTH PERIOD THAT DREW TO A CLOSE ON 
SEPTEMBER 30, 1998, IS ONE EQUITY INVESTORS WILL 
REMEMBER FOR YEARS TO COME. THE PERIOD BEGAN AS 
IT ENDED: WITH EXTREME VOLATILITY. IN OCTOBER 1997, 
THE DOW JONES INDUSTRIAL AVERAGE - AN INDEX OF 30 
BLUE-CHIP STOCKS - TUMBLED OVER 550 POINTS IN ONE 
DAY ON THE NEWS OF WORSENING ECONOMIC CONDITIONS 
IN ASIA. THE DOW REBOUNDED THE FOLLOWING DAY, 
HOWEVER, RISING 330 POINTS AS INVESTORS FOCUSED 
ON HIGHER-QUALITY STOCKS WITH STRONG LIQUIDITY AND 
MINIMAL INTERNATIONAL EXPOSURE. THIS TREND CONTINUED 
IN THE FIRST AND SECOND QUARTERS OF 1998, AS U.S. 
ECONOMIC GROWTH CHUGGED ALONG ON THE RAILS OF 
NEAR-RECORD LOWS FOR INFLATION, UNEMPLOYMENT AND 
INTEREST RATES. UNFORTUNATELY, EMERGING MARKETS - 
PARTICULARLY IN RUSSIA AND LATIN AMERICA - SEEMED 
TO CATCH THE SO-CALLED "ASIAN CONTAGION," CAUSING A 
FREE-FALL IN THE U.S. STOCK MARKET. ON AUGUST 31, THE 
DOW PLUNGED 512.61 POINTS - ERASING ALL PREVIOUS 
GAINS FOR THE YEAR. APPROPRIATELY, THE DOW CLOSED 
ON SEPTEMBER 30 WITH A 237.90 LOSS, TRIGGERED BY 
INVESTOR DISAPPOINTMENT OVER A 
LOWER-THAN-HOPED-FOR DECREASE IN THE FEDERAL FUNDS 
RATE. FOR THE 12-MONTH PERIOD ENDED SEPTEMBER 30, 
1998, THE DOW EKED OUT A BARELY POSITIVE GAIN OF 
0.40%, WHILE THE STANDARD & POOR'S 500 INDEX - A 
MARKET-CAPITALIZATION WEIGHTED INDEX OF 500 WIDELY 
HELD U.S. STOCKS - RETURNED 9.05%. AS A SAFE 
HAVEN FROM TURBULENT STOCK MARKETS WORLDWIDE, 
BOND MARKETS REAPED THE BENEFITS FROM THE FLIGHT 
TO QUALITY. THE LEHMAN BROTHERS AGGREGATE BOND 
INDEX - A BROAD MEASURE OF THE U.S. TAXABLE 
INVESTMENT-GRADE BOND MARKET - RETURNED 11.51% 
OVER THE PAST YEAR. MEANWHILE, TREASURY-BOND YIELDS 
- - WHICH MOVE IN THE OPPOSITE DIRECTION OF BOND 
PRICES - FELL TO THEIR LOWEST LEVEL IN OVER THREE 
DECADES, AS THE YIELD ON THE BENCHMARK 30-YEAR 
BOND FELL TO 4.96%. THE LEHMAN BROTHERS 
CORPORATE BOND INDEX RETURNED 11.07% FOR THE 
12-MONTH PERIOD. 
AN INTERVIEW WITH 
BETH TERRANA, PORTFOLIO 
MANAGER OF FIDELITY 
DESTINY II PORTFOLIO
Q. HOW DID THE FUND PERFORM, BETH?
A. For the 12-month period that ended September 30, 1998, Destiny II
returned 6.64%. The growth funds average returned -1.44% during that
time, according to Lipper Analytical Services, while the Standard &
Poor's 500 Index returned 9.05%. Relative to the S&P 500,
disappointing returns from positions in several sectors - including
technology, industrial machinery and nondurables - hurt the fund's
performance.
Q. BEFORE WE GET INTO SPECIFICS ABOUT THE FUND, WHAT'S YOUR TAKE ON
THE MARKET VOLATILITY WE'VE SEEN OVER THE PAST YEAR?
A. The level of volatility we experienced was extraordinary. The
obvious and primary driver of this volatility was the turmoil in the
emerging markets, which began in a number of Asian countries and
spread to Russia and Latin America. The impact of the so-called "Asian
contagion" became obvious in the U.S., as severe economic weakness in
much of the world slowed revenue and profit growth for many U.S.
corporations. Prior to the recent decline in the U.S. stock market,
stocks reflected a very rosy earnings outlook. As one company after
another reported weakening business conditions, however, the stock
market reacted, often violently. On the positive side, many
high-quality companies were unfairly penalized and this created a
number of attractive buying opportunities.
Q. IN TERMS OF THE FUND, WHAT SORTS OF STRATEGIC CHANGES HAVE BEEN
MADE TO THE PORTFOLIO?
A. Overall, the sector allocation within the portfolio did not change
dramatically. There were, however, notable changes in terms of fund
holdings. When I've taken over funds in the past, I've tried to
refocus the fund's investment style to emphasize stocks that I really
believe in. With this in mind, the fund now has more of an emphasis on
growth stocks. This is simply due to the fact that my investment style
typically leads to a higher mix of growth stocks than George
Vanderheiden typically owned. I prefer large-cap companies with
improving financial returns whose growth potential may be
underestimated or misperceived by the market. Therefore, companies
such as media holding Time Warner, industrial machinery position
General Electric and pharmaceutical firm Merck were among the fund's
top positions at the close of the period. I also reduced the number of
stocks in the fund because I feel more comfortable with a smaller
universe of holdings. Another change I made was to minimize the fund's
exposure to bonds. As a manager, I feel one of my chief strengths lies
in identifying companies in the midst of change and assessing whether
their evolving prospects are accurately reflected in their stock
prices. I feel I'm much better suited to make investment decisions
based on specific company profiles, rather than determining an
appropriate asset allocation mix for the fund.
Q. TOGETHER, RETAIL- AND FINANCE-RELATED STOCKS REPRESENTED
APPROXIMATELY 27% OF THE FUND'S INVESTMENTS AT THE END OF THE PERIOD.
HOW DID THESE TWO SECTORS FARE?
A. Both retail and bank-related stocks experienced disappointing
performance over the past several months, with bank stocks
particularly hard hit. This was a result of a number of interrelated
events. First, many global banks suffered from trading losses and
credit losses in emerging markets. Two of the more significant
detractors from fund performance were Citicorp and Chase Manhattan.
Also, lending to hedge funds became a loss-making proposition, and
equity market-related revenue sources dried up. The subsequent
tightening of credit markets further impacted U.S. stock and bond
markets. Retail stocks on the other hand performed well during the
period, but the poor performance of retail stocks in recent months was
directly related to this credit crunch. Market participants assumed
that the tightening of credit standards would slow the already
softening domestic economy further and lead to a slowdown in consumer
spending. 
Q. YOU'VE INCREASED THE FUND'S EXPOSURE TO MEDIA-RELATED STOCKS SINCE
TAKING THE REINS. WHAT WAS THE APPEAL?
A. Several of these companies - most notably top holding Time Warner -
had characteristics that I look for when picking stocks. Time Warner
has always had premier entertainment franchises, but the company
itself was not always managed well. During the past year, Time Warner
benefited from a renewed emphasis on balance-sheet management, as the
company specifically focused on maximizing long-term returns on
assets. In pursuit of this goal, Time Warner reduced its expenses and
grew assets at a slower pace than revenue. This resulted in improved
returns on assets and translated into a dramatic increase in the
company's stock price. 
Q. WERE THERE ANY OTHER GROUPS OF STOCKS THAT CAUGHT YOUR EYE?
A. I increased the fund's health-care holdings during the period, as
the business profiles for both the pharmaceutical and medical device
industries continued to be healthy. Unit growth was quite strong in
both areas, driven primarily by favorable demographics and new product
development. The pricing environment within each industry was also
fairly benign and, in general, the high growth rates for these
companies appeared sustainable based on new, full product pipelines.
I've played health care in a couple of ways. The fund has investments
in several of the larger drug makers, including Merck, American Home
Products and Schering-Plough. The fund also held positions in two of
the largest drug wholesalers during the period - McKesson and Cardinal
Health. Both companies benefited from industry consolidation, a
strategic focus on bringing more value to their customers and the
underlying growth in pharmaceutical usage. Retail drug stores such as
CVS also appealed to me. CVS has similarly benefited from increased
pharmaceutical usage, as well as from excellent merchandising in its
stores and strong management. At the end of the period, CVS was among
the fund's top 10 holdings.
Q. WERE THERE ANY OTHER STOCKS THAT PERFORMED WELL?
A. Over the past year, returns in the finance and utilities sectors
were positive contributors to performance relative to the S&P 500.
Aside from the bank stocks I mentioned earlier, stock selection was
particularly strong in the finance sector. Declining interest rates
and increased home refinancing activity, for instance, fueled strong
stock price increases for both Fannie Mae and Freddie Mac and the fund
had significant positions in each. Another good performer was Vodafone
Group - a telecommunications company based in the United Kingdom -
which benefited from solid earnings growth.
Q. WHAT ARE YOUR THOUGHTS GOING FORWARD?
A. I think the market will continue to focus its attention on the
state of the U.S. economy and whether or not we will enter a recession
in tandem with other parts of the world. Actions by central bankers
and government policy around the world will be scrutinized and much
attention will be focused on U.S. consumers who, to some extent, have
the weight of the world resting on their shoulders. While this may
sound drastic, it's not very far from the truth. High employment
levels, high personal income and low interest rates have made the U.S.
consumer one of the last strengths in the global economy. As corporate
profit growth slows from very high levels - as I feel it will - it
becomes even more important to know what you own and to understand the
risks and potential rewards of any particular stock.
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.
 
BETH TERRANA ON HOW SHE PICKS STOCKS:
"I've been picking stocks for a long time and 
while market trends change constantly, my 
investment approach has pretty much stayed the 
same. I have an eclectic, company-specific 
approach to stock picking that typically leads to 
investments in both growth and value stocks. The 
mix between the two is usually a function of 
market conditions and overall valuation levels. 
When choosing stocks, I emphasize fundamental, 
bottom-up analysis and also favor frequent contact 
with companies. In my years as a portfolio 
manager at Fidelity, I've been most successful at 
identifying companies in the midst of change and 
assessing whether their business prospects are 
accurately reflected in their share prices. My 
preferred investments include 
turnarounds/restructurings and undervalued growth 
stocks. The former category includes companies 
that are undergoing strategic restructuring that 
enhances their growth potential. The latter includes 
companies whose growth prospects are 
misperceived by the market. In other words, I 
focus on "growth at a price" as opposed to 
growth at ANY price. Similarly, I won't purchase 
value stocks solely because of their value merits 
- - earnings growth must be expected. I also keep 
the funds diversified across industry sectors. My 
experience and track record at Fidelity give me the 
confidence that Destiny II shareholders will be 
positioned to benefit in the future, just as they 
have in the past."
FUND FACTS
GOAL: seeks capital growth
START DATE: December 30, 1985
SIZE: as of September 30, 1998, more than 
$3.9 billion
MANAGER: Beth Terrana, since June 1998; manager, 
Fidelity Fund, since 1993; joined Fidelity in 1983
(checkmark)
 
INVESTMENT CHANGES
 
 
TOP TEN EQUITY HOLDINGS - DESTINY I
AS OF SEPTEMBER 30, 1998          AS OF MARCH 31, 1998              
 
Fannie Mae                        Fannie Mae                        
 
Philip Morris Companies, Inc.     Philip Morris Companies, Inc.     
 
Fleet Financial Group, Inc.       Fleet Financial Group, Inc.       
 
Freddie Mac                       Freddie Mac                       
 
Wal-Mart Stores, Inc.             Columbia/HCA Healthcare Corp.     
 
Home Depot, Inc.                  Wal-Mart Stores, Inc.             
 
Vodafone Group PLC sponsored ADR  Vodafone Group PLC sponsored ADR  
 
MCI WorldCom, Inc.                Home Depot, Inc.                  
 
Columbia/HCA Healthcare Corp.     General Motors Corp.              
 
Solectron Corp.                   Allstate Corp.                    
 
TOP TEN EQUITY HOLDINGS - DESTINY II
AS OF SEPTEMBER 30, 1998  AS OF MARCH 31, 1998              
 
Time Warner, Inc.         Fannie Mae                        
 
General Electric Co.      Philip Morris Companies, Inc.     
 
Fannie Mae                Fleet Financial Group, Inc.       
 
Microsoft Corp.           Columbia/HCA Healthcare Corp.     
 
Merck & Co., Inc.         Freddie Mac                       
 
Tyco International Ltd.   Wal-Mart Stores, Inc.             
 
Freddie Mac               Tyco International Ltd.           
 
MCI WorldCom, Inc.        Vodafone Group PLC sponsored ADR  
 
Wal-Mart Stores, Inc.     Lowe's Companies, Inc.            
 
CVS Corp.                 Home Depot, Inc.                  
 
TOP FIVE MARKET SECTORS - DESTINY I
 
<TABLE>
<CAPTION>
<S>                       <C>                      <C>                   <C>                      
AS OF SEPTEMBER 30, 1998  % OF FUND'S INVESTMENTS  AS OF MARCH 31, 1998  % OF FUND'S INVESTMENTS  
 
Finance                    20.3%                   Finance                21.4%                   
 
Technology                 10.6%                   Technology             10.2%                   
 
Utilities                  9.5%                    Utilities              9.2%                    
 
Retail & Wholesale         8.4%                    Retail & Wholesale     8.8%                    
 
Health                     8.4%                    Health                 7.8%                    
 
</TABLE>
 
TOP FIVE MARKET SECTORS - DESTINY II
 
<TABLE>
<CAPTION>
<S>                       <C>                      <C>                   <C>                      
AS OF SEPTEMBER 30, 1998  % OF FUND'S INVESTMENTS  AS OF MARCH 31, 1998  % OF FUND'S INVESTMENTS  
 
Finance                    17.1%                   Finance                20.0%                   
 
Technology                 14.4%                   Technology             10.1%                   
 
Health                     12.0%                   Retail & Wholesale     9.5%                    
 
Retail & Wholesale         10.2%                   Utilities              9.2%                    
 
Media & Leisure            9.8%                    Health                 8.7%                    
 
</TABLE>
 
FIDELITY DESTINY PORTFOLIOS: DESTINY I
 
INVESTMENTS SEPTEMBER 30, 1998  
 
SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES
 
 
 
<TABLE>
<CAPTION>
<S>                                                                 <C>            <C>              <C>             
COMMON STOCKS - 82.2%                                                                                               
 
                                                                    SHARES                          VALUE (NOTE 1)  
 
BASIC INDUSTRIES - 1.8%                                                                                             
 
CHEMICALS & PLASTICS - 1.2%                                                                                         
 
Cabot Corp.                                                          194,100                        $ 4,840,369     
 
du Pont (E.I.) de Nemours & Co.                                      764,600                         42,913,175     
 
Raychem Corp.                                                        601,200                         14,654,250     
 
Union Carbide Corp.                                                  216,900                         9,353,813      
 
                                                                                                     71,761,607     
 
PACKAGING & CONTAINERS - 0.6%                                                                                       
 
Corning, Inc.                                                        23,100                          680,006        
 
Owens-Illinois, Inc. (a)                                             1,496,600                       37,415,000     
 
                                                                                                     38,095,006     
 
PAPER & FOREST PRODUCTS - 0.0%                                                                                      
 
Willamette Industries, Inc.                                          102,400                         2,937,600      
 
TOTAL BASIC INDUSTRIES                                                                               112,794,213    
 
CONSTRUCTION & REAL ESTATE - 1.4%                                                                                   
 
BUILDING MATERIALS - 0.4%                                                                                           
 
Armstrong World Industries, Inc.                                     68,000                          3,638,000      
 
Owens-Corning                                                        535,500                         17,437,219     
 
Sherwin-Williams Co.                                                 167,300                         3,617,863      
 
                                                                                                     24,693,082     
 
CONSTRUCTION - 0.6%                                                                                                 
 
Centex Corp.                                                         217,000                         7,486,500      
 
D.R. Horton, Inc.                                                    430,380                         6,886,080      
 
Fleetwood Enterprises, Inc.                                          387,007                         11,682,774     
 
Kaufman & Broad Home Corp.                                           538,300                         12,616,406     
 
                                                                                                     38,671,760     
 
ENGINEERING - 0.4%                                                                                                  
 
Fluor Corp.                                                          581,100                         23,861,419     
 
TOTAL CONSTRUCTION & REAL ESTATE                                                                     87,226,261     
 
DURABLES - 3.4%                                                                                                     
 
AUTOS, TIRES, & ACCESSORIES - 2.4%                                                                                  
 
AutoZone, Inc. (a)                                                   256,400                         6,313,850      
 
Cummins Engine Co., Inc.                                             365,800                         10,882,550     
 
Discount Auto Parts, Inc. (a)                                        335,500                         8,072,969      
 
General Motors Corp.                                                 1,675,107                       91,607,414     
 
                                                                                                                    
 
                                                                    SHARES                          VALUE (NOTE 1)  
 
Goodyear Tire & Rubber Co.                                           206,300                        $ 10,598,663    
 
Magna International, Inc. Class A                                    383,300                         22,154,622     
 
                                                                                                     149,630,068    
 
CONSUMER DURABLES - 0.2%                                                                                            
 
Minnesota Mining &                                                   167,100                         12,313,181     
Manufacturing Co.                                                                                                   
 
CONSUMER ELECTRONICS - 0.2%                                                                                         
 
Newell Co.                                                           99,300                          4,574,006      
 
Whirlpool Corp.                                                      110,000                         5,170,000      
 
                                                                                                     9,744,006      
 
TEXTILES & APPAREL - 0.6%                                                                                           
 
Burlington Industries, Inc. (a)                                      944,900                         8,976,550      
 
Jones Apparel Group, Inc. (a)                                        130,200                         2,986,463      
 
Liz Claiborne, Inc.                                                  610,000                         15,974,375     
 
NIKE, Inc. Class B                                                   151,200                         5,566,050      
 
Shaw Industries, Inc.                                                126,900                         2,062,125      
 
Warnaco Group, Inc. Class A                                          56,800                          1,313,500      
 
                                                                                                     36,879,063     
 
TOTAL DURABLES                                                                                       208,566,318    
 
ENERGY - 6.3%                                                                                                       
 
ENERGY SERVICES - 0.2%                                                                                              
 
McDermott International, Inc.                                        466,400                         12,563,650     
 
Schlumberger Ltd.                                                    26,300                          1,323,219      
 
                                                                                                     13,886,869     
 
OIL & GAS - 6.1%                                                                                                    
 
Amerada Hess Corp.                                                   941,100                         54,289,706     
 
Apache Corp.                                                         110,200                         2,954,738      
 
Atlantic Richfield Co.                                               116,200                         8,242,938      
 
British Petroleum Co. PLC ADR                                        896,518                         78,221,196     
 
Burlington Resources, Inc.                                           925,322                         34,583,910     
 
Chevron Corp.                                                        176,700                         14,853,844     
 
Cooper Cameron Corp. (a)                                             129,500                         3,642,188      
 
Elf Aquitaine SA sponsored ADR                                       107,764                         6,701,574      
 
Occidental Petroleum Corp.                                           1,812,100                       38,960,150     
 
Royal Dutch Petroleum Co.                                            1,629,500                       77,604,938     
(NY Registry Gilder 1.25)                                                                                           
 
Tosco Corp.                                                          1,206,000                       25,929,000     
 
COMMON STOCKS - CONTINUED                                                                                           
 
                                                                    SHARES                          VALUE (NOTE 1)  
 
ENERGY - CONTINUED                                                                                                  
 
OIL & GAS - CONTINUED                                                                                               
 
Total SA:                                                                                                           
 
Class B                                                              67,156                         $ 8,432,404     
 
sponsored ADR                                                        175,436                         11,019,574     
 
Unocal Corp.                                                         90,823                          3,292,334      
 
USX-Marathon Group                                                   138,500                         4,908,094      
 
                                                                                                     373,636,588    
 
TOTAL ENERGY                                                                                         387,523,457    
 
FINANCE - 20.3%                                                                                                     
 
BANKS - 0.6%                                                                                                        
 
Banc One Corp.                                                       183,000                         7,800,375      
 
Bank of Tokyo-Mitsubishi Ltd.                                        914,000                         5,852,329      
 
Wells Fargo & Co.                                                    68,700                          24,388,500     
 
                                                                                                     38,041,204     
 
CREDIT & OTHER FINANCE - 4.0%                                                                                       
 
Associates First Capital Corp.                                       19,600                          1,278,900      
 
Fleet Financial Group, Inc.                                          2,801,730                       205,752,047    
 
Providian Financial Corp.                                            468,000                         39,692,250     
 
                                                                                                     246,723,197    
 
FEDERAL SPONSORED CREDIT - 10.4%                                                                                    
 
Fannie Mae                                                           6,875,200                       441,731,600    
 
Freddie Mac                                                          4,075,700                       201,492,419    
 
                                                                                                     643,224,019    
 
INSURANCE - 4.9%                                                                                                    
 
AFLAC, Inc.                                                          479,600                         13,698,575     
 
Allmerica Financial Corp.                                            235,200                         14,023,800     
 
Allstate Corp.                                                       1,948,080                       81,210,585     
 
American International Group, Inc.                                   982,575                         75,658,275     
 
CIGNA Corp.                                                          538,100                         35,581,863     
 
Loews Corp.                                                          191,000                         16,115,625     
 
MGIC Investment Corp.                                                935,800                         34,507,625     
 
PMI Group, Inc.                                                      123,700                         5,659,275      
 
Reliastar Financial Corp.                                            36,836                          1,436,604      
 
Torchmark Corp.                                                      482,900                         17,354,219     
 
Travelers Property Casualty Corp. Class A                            290,000                         9,261,875      
 
                                                                                                     304,508,321    
 
SAVINGS & LOANS - 0.2%                                                                                              
 
Golden West Financial Corp.                                          122,850                         10,050,666     
 
                                                                                                                    
 
                                                                    SHARES                          VALUE (NOTE 1)  
 
SECURITIES INDUSTRY - 0.2%                                                                                          
 
Nomura Securities Co. Ltd.                                           1,600,000                      $ 11,474,150    
 
Travelers Group, Inc. (The)                                          57,700                          2,163,750      
 
United Asset Management Corp.                                        94,800                          2,038,200      
 
                                                                                                     15,676,100     
 
TOTAL FINANCE                                                                                        1,258,223,507  
 
HEALTH - 8.4%                                                                                                       
 
DRUGS & PHARMACEUTICALS - 3.7%                                                                                      
 
American Home Products Corp.                                         1,147,600                       60,105,550     
 
Amgen, Inc. (a)                                                      605,100                         45,722,869     
 
Astra AB Class A Free shares                                         1,369,900                       23,536,169     
 
Merck & Co., Inc.                                                    259,200                         33,582,600     
 
Novartis AG (Reg.)                                                   3,800                           6,113,612      
 
Schering-Plough Corp.                                                606,800                         62,841,725     
 
                                                                                                     231,902,525    
 
MEDICAL EQUIPMENT & SUPPLIES - 1.9%                                                                                 
 
AmeriSource Health Corp. Class A (a)                                 319,400                         17,387,338     
 
Baxter International, Inc.                                           65,900                          3,921,050      
 
Biomet, Inc.                                                         255,200                         8,852,250      
 
Johnson & Johnson                                                    942,500                         73,750,625     
 
St. Jude Medical, Inc. (a)                                           476,212                         11,012,403     
 
                                                                                                     114,923,666    
 
MEDICAL FACILITIES MANAGEMENT - 2.8%                                                                                
 
Columbia/HCA Healthcare Corp.                                        5,214,387                       104,613,639    
 
Humana, Inc. (a)                                                     1,114,300                       18,246,663     
 
Tenet Healthcare Corp. (a)                                           1,115,800                       32,079,250     
 
United HealthCare Corp.                                              551,100                         19,288,500     
 
                                                                                                     174,228,052    
 
TOTAL HEALTH                                                                                         521,054,243    
 
HOLDING COMPANIES - 0.0%                                                                                            
 
U.S. Industries, Inc.                                                173,250                         2,609,578      
 
INDUSTRIAL MACHINERY & EQUIPMENT - 3.2%                                                                             
 
ELECTRICAL EQUIPMENT - 2.4%                                                                                         
 
Alcatel Alsthom Compagnie Generale d'Electricite SA                  246,600                         20,950,889     
 
COMMON STOCKS - CONTINUED                                                                                           
 
                                                                    SHARES                          VALUE (NOTE 1)  
 
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED                                                                        
 
ELECTRICAL EQUIPMENT - CONTINUED                                                                                    
 
Alcatel Alsthom Compagnie Generale d'Electricite SA sponsored ADR    27,700                         $ 470,900       
 
Emerson Electric Co.                                                 479,400                         29,842,650     
 
General Electric Co.                                                 467,800                         37,219,338     
 
Grainger (W.W.), Inc.                                                121,300                         5,109,763      
 
Philips Electronics NV:                                                                                             
 
(Bearer)                                                             311,900                         16,638,819     
 
(NY shares)                                                          652,700                         34,837,863     
 
                                                                                                     145,070,222    
 
INDUSTRIAL MACHINERY & EQUIPMENT - 0.8%                                                                             
 
Caterpillar, Inc.                                                    403,500                         17,980,969     
 
Tyco International Ltd.                                              428,600                         23,680,150     
 
Ultratech Stepper, Inc. (a)                                          329,400                         5,002,763      
 
United States Filter Corp. (a)                                       279,900                         4,478,400      
 
                                                                                                     51,142,282     
 
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT                                                               196,212,504    
 
MEDIA & LEISURE - 2.3%                                                                                              
 
BROADCASTING - 0.6%                                                                                                 
 
Comcast Corp. Class A special                                        81,700                          3,834,794      
 
Cox Communications, Inc. Class A (a)                                 81,500                          4,451,938      
 
MediaOne Group, Inc. (a)                                             466,800                         20,743,425     
 
Tele-Communications, Inc. (TCI Group) Series A (a)                   141,521                         5,537,009      
 
                                                                                                     34,567,166     
 
ENTERTAINMENT - 0.5%                                                                                                
 
Cedar Fair LP (depository unit)                                      35,600                          872,200        
 
King World Productions, Inc. (a)                                     114,800                         2,999,150      
 
Royal Carribean Cruises Ltd.                                         117,400                         3,118,438      
 
Tele-Communications, Inc. (TCI Ventures Group) Series A (a)          1,386,758                       24,874,972     
 
                                                                                                     31,864,760     
 
LODGING & GAMING - 0.6%                                                                                             
 
Circus Circus Enterprises, Inc. (a)                                  491,200                         4,635,700      
 
Mirage Resorts, Inc. (a)                                             562,500                         9,421,875      
 
Promus Hotel Corp. (a)                                               397,900                         10,967,119     
 
Sun International Hotels Ltd. (a)                                    336,900                         12,781,144     
 
                                                                                                     37,805,838     
 
                                                                                                                    
 
                                                                    SHARES                          VALUE (NOTE 1)  
 
RESTAURANTS - 0.6%                                                                                                  
 
McDonald's Corp.                                                     205,700                        $ 12,277,719    
 
Papa John's International, Inc. (a)                                  108,200                         3,570,600      
 
Wendy's International, Inc.                                          1,080,000                       23,962,500     
 
                                                                                                     39,810,819     
 
TOTAL MEDIA & LEISURE                                                                                144,048,583    
 
NONDURABLES - 5.9%                                                                                                  
 
BEVERAGES - 0.0%                                                                                                    
 
PepsiCo, Inc.                                                        72,000                          2,119,500      
 
TOBACCO - 5.9%                                                                                                      
 
Philip Morris Companies, Inc.                                        7,942,300                       365,842,194    
 
TOTAL NONDURABLES                                                                                    367,961,694    
 
PRECIOUS METALS - 0.0%                                                                                              
 
Newmont Mining Corp.                                                 124,206                         3,011,996      
 
RETAIL & WHOLESALE - 8.4%                                                                                           
 
APPAREL STORES - 0.4%                                                                                               
 
Gap, Inc.                                                            199,200                         10,507,800     
 
TJX Companies, Inc.                                                  853,300                         15,199,406     
 
                                                                                                     25,707,206     
 
GENERAL MERCHANDISE STORES - 3.2%                                                                                   
 
Federated Department Stores, Inc. (a)                                597,573                         21,736,718     
 
J.C. Penney Co., Inc.                                                123,000                         5,527,313      
 
Saks Holdings, Inc. (a)                                              710,454                         15,940,812     
 
Wal-Mart Stores, Inc.                                                2,816,800                       153,867,700    
 
                                                                                                     197,072,543    
 
GROCERY STORES - 0.4%                                                                                               
 
Safeway, Inc. (a)                                                    570,000                         26,433,750     
 
RETAIL & WHOLESALE, MISCELLANEOUS - 4.4%                                                                            
 
Circuit City Stores, Inc. -                                          1,194,000                       39,775,125     
Circuit City Group                                                                                                  
 
Ebay, Inc. (a)                                                       1,700                           76,606         
 
Home Depot, Inc.                                                     3,337,500                       131,831,250    
 
Lowe's Companies, Inc.                                               2,129,700                       67,751,081     
 
Office Depot, Inc. (a)                                               530,600                         11,905,338     
 
COMMON STOCKS - CONTINUED                                                                                           
 
                                                                    SHARES                          VALUE (NOTE 1)  
 
RETAIL & WHOLESALE - CONTINUED                                                                                      
 
RETAIL & WHOLESALE, MISCELLANEOUS - CONTINUED                                                                       
 
Officemax, Inc. (a)                                                  754,850                        $ 7,406,966     
 
Staples, Inc. (a)                                                    495,550                         14,556,781     
 
                                                                                                     273,303,147    
 
TOTAL RETAIL & WHOLESALE                                                                             522,516,646    
 
SERVICES - 0.4%                                                                                                     
 
ADVERTISING - 0.0%                                                                                                  
 
Interpublic Group of Companies, Inc.                                 49,950                          2,694,178      
 
SERVICES - 0.4%                                                                                                     
 
AccuStaff, Inc. (a)                                                  421,100                         6,132,269      
 
Medpartners, Inc. (a)                                                333,600                         1,084,200      
 
Service Corp. International                                          462,400                         14,739,000     
 
                                                                                                     21,955,469     
 
TOTAL SERVICES                                                                                       24,649,647     
 
TECHNOLOGY - 10.6%                                                                                                  
 
COMMUNICATIONS EQUIPMENT - 0.0%                                                                                     
 
Cisco Systems, Inc. (a)                                              14,550                          899,372        
 
COMPUTER SERVICES & SOFTWARE - 3.0%                                                                                 
 
Automatic Data Processing, Inc.                                      301,400                         22,529,650     
 
Black Box Corp. (a)                                                  108,200                         2,623,850      
 
Ceridian Corp. (a)                                                   342,900                         19,673,888     
 
CompUSA, Inc. (a)                                                    223,400                         3,867,613      
 
E Trade Group, Inc. (a)                                              294,400                         5,501,600      
 
Electronics for Imaging, Inc. (a)                                    486,100                         10,268,863     
 
First Data Corp.                                                     564,900                         13,275,150     
 
IMS Health, Inc.                                                     154,300                         9,556,956      
 
Microsoft Corp. (a)                                                  505,800                         55,669,613     
 
Oracle Corp. (a)                                                     581,050                         16,923,081     
 
Policy Management Systems Corp. (a)                                  613,600                         24,850,800     
 
                                                                                                     184,741,064    
 
COMPUTERS & OFFICE EQUIPMENT - 2.4%                                                                                 
 
Compaq Computer Corp.                                                950,200                         30,050,075     
 
Hewlett-Packard Co.                                                  233,200                         12,345,025     
 
Ingram Micro, Inc. Class A (a)                                       76,900                          4,118,956      
 
International Business Machines Corp.                                364,900                         46,707,200     
 
                                                                                                                    
 
                                                                    SHARES                          VALUE (NOTE 1)  
 
SCI Systems, Inc. (a)                                                1,317,500                      $ 35,490,156    
 
Tech Data Corp. (a)                                                  412,900                         20,670,806     
 
                                                                                                     149,382,218    
 
ELECTRONIC INSTRUMENTS - 0.5%                                                                                       
 
Applied Materials, Inc. (a)                                          31,400                          792,850        
 
Cognex Corp. (a)                                                     133,300                         1,549,613      
 
KLA-Tencor Corp. (a)                                                 295,200                         7,343,100      
 
Lam Research Corp. (a)                                               551,000                         5,510,000      
 
Novellus Systems, Inc. (a)                                           121,200                         3,181,500      
 
Thermo Electron Corp. (a)                                            471,400                         7,100,463      
 
Varian Associates, Inc.                                              90,200                          3,179,550      
 
                                                                                                     28,657,076     
 
ELECTRONICS - 4.7%                                                                                                  
 
Altera Corp. (a)                                                     169,200                         5,943,150      
 
AMP, Inc.                                                            487,600                         17,431,700     
 
Intel Corp.                                                          364,000                         31,213,000     
 
International Rectifier Corp. (a)                                    214,300                         1,098,288      
 
Methode Electronics, Inc. Class A                                    1,304,200                       19,563,000     
 
Micrel, Inc. (a)                                                     122,300                         3,240,950      
 
Microchip Technology, Inc. (a)                                       473,900                         10,366,563     
 
Micron Technology, Inc. (a)                                          1,461,500                       44,484,406     
 
Molex, Inc.                                                          477,981                         12,965,235     
 
Motorola, Inc.                                                       722,500                         30,841,719     
 
Solectron Corp. (a)                                                  2,045,400                       98,179,200     
 
Thomas & Betts Corp.                                                 366,300                         13,942,294     
 
Vishay Intertechnology, Inc.                                         69,225                          835,027        
 
                                                                                                     290,104,532    
 
TOTAL TECHNOLOGY                                                                                     653,784,262    
 
TRANSPORTATION - 0.3%                                                                                               
 
RAILROADS - 0.3%                                                                                                    
 
Bombardier, Inc. Class B                                             4,100                           44,986         
 
CSX Corp.                                                            379,500                         15,962,719     
 
                                                                                                     16,007,705     
 
UTILITIES - 9.5%                                                                                                    
 
CELLULAR - 2.4%                                                                                                     
 
AirTouch Communications, Inc. (a)                                    291,200                         16,598,400     
 
Vodafone Group PLC sponsored ADR                                     1,138,680                       128,386,170    
 
                                                                                                     144,984,570    
 
COMMON STOCKS - CONTINUED                                                                                           
 
                                                                    SHARES                          VALUE (NOTE 1)  
 
UTILITIES - CONTINUED                                                                                               
 
ELECTRIC UTILITY - 0.5%                                                                                             
 
American Electric Power Co., Inc.                                    286,400                        $ 13,979,900    
 
Consolidated Edison, Inc.                                            22,400                          1,167,600      
 
Duke Energy Corp.                                                    92,000                          6,089,250      
 
Houston Industries, Inc.                                             127,400                         3,965,325      
 
Niagara Mohawk Power Corp. (a)                                       142,600                         2,192,475      
 
PG&E Corp.                                                           131,126                         4,187,837      
 
                                                                                                     31,582,387     
 
TELEPHONE SERVICES - 6.6%                                                                                           
 
Ameritech Corp.                                                      337,900                         16,008,013     
 
AT&T Corp.                                                           629,800                         36,803,938     
 
Bell Atlantic Corp.                                                  665,822                         32,250,753     
 
BellSouth Corp.                                                      492,800                         37,083,200     
 
EXCEL Communications, Inc. (a)                                       109,200                         2,470,650      
 
MCI WorldCom, Inc. (a)                                               2,463,178                       120,387,825    
 
Qwest Communications                                                 392,469                         12,289,186     
International, Inc. (a)                                                                                             
 
SBC Communications, Inc.                                             732,100                         32,532,694     
 
Sprint Corp.                                                         1,023,500                       73,692,000     
 
Telebras sponsored ADR                                               656,000                         45,264,000     
 
                                                                                                     408,782,259    
 
TOTAL UTILITIES                                                                                      585,349,216    
 
TOTAL COMMON STOCKS                                                                 5,091,539,830                   
(Cost $3,198,976,478)                                                                                               
 
U.S. TREASURY OBLIGATIONS - 12.6%                                                                                   
 
                                                                    PRINCIPAL                                       
                                                                    AMOUNT                                          
 
U.S. Treasury Bond:                                                                                                 
 
stripped principal:                                                                                                 
 
0% 2/15/19                                                          $ 115,000,000                    38,493,950     
 
0% 8/15/19                                                           100,000,000                     32,486,000     
 
0% 8/15/20                                                           392,000,000                     120,155,840    
 
0% 8/15/21                                                           130,000,000                     37,792,300     
 
8.125% 8/15/19                                                       401,000,000                     549,305,820    
 
TOTAL U.S. TREASURY OBLIGATIONS                                                     778,233,910                     
(Cost $588,857,482)                                                                                                 
 
CASH EQUIVALENTS - 5.2%                                                                                             
 
                                                                    SHARES                          VALUE (NOTE 1)  
 
Taxable Central Cash Fund (b)                                        320,491,509                    $ 320,491,509   
(Cost $320,491,509)                                                                                                 
 
TOTAL INVESTMENT IN SECURITIES - 100%                                              $ 6,190,265,249                  
(Cost $4,108,325,469)                                                                                               
 
</TABLE>
 
LEGEND
(a) Non-income producing
(b) At period end, the seven-day yield on the Taxable Central Cash
Fund was 5.36%. 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, 1998, the aggregate cost of investment securities for
income tax purposes was $4,110,278,454. Net unrealized appreciation
aggregated $2,079,986,795, of which $2,436,389,873 related to
appreciated investment securities and $356,403,078 related to
depreciated investment securities.
The fund hereby designates approximately $411,529,000 as a capital
gain dividend for the purpose of the dividend paid deduction.
FIDELITY DESTINY PORTFOLIOS: DESTINY I
 
FINANCIAL STATEMENTS
 
 
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                    <C>         <C>              
STATEMENT OF ASSETS AND LIABILITIES
                                                                                    SEPTEMBER 30, 1998 
 
ASSETS            
 
Investment in securities, at value
(cost $4,108,325,469) - See accompanying schedule                                                 $ 6,190,265,249  
 
Receivable for investments sold                                                                         3,322,621       
 
Receivable for fund shares sold                                                                           659,680         
 
Dividends receivable                                                                                    8,981,234       
 
Interest receivable                                                                                     5,339,123       
 
Other receivables                                                                                         210,641         
 
 TOTAL ASSETS                                                                                       6,208,778,548   
 
LIABILITIES      
 
Payable for fund shares redeemed                                                       $ 981,741                    
 
Accrued management fee                                                                   1,496,829                   
 
Other payables and accrued expenses                                                      241,483                     
 
 TOTAL LIABILITIES                                                                                     2,720,053       
 
NET ASSETS                                                                                       $ 6,206,058,495  
 
Net Assets consist of: 
 
Paid in capital                                                                                  $ 3,552,570,260  
 
Undistributed net investment income                                                                   85,475,956      
 
Accumulated undistributed net realized gain (loss)
on investments and foreign currency transactions                                                     486,040,833     
 
Net unrealized appreciation (depreciation) on investments
and assets and liabilities in foreign currencies                                                   2,081,971,446   
 
NET ASSETS, for 252,452,956 shares outstanding                                                   $ 6,206,058,495  
 
NET ASSET VALUE, offering price and redemption price per
share ($6,206,058,495 (divided by) 252,452,956 shares)                                           $24.58          
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                               <C>             <C>             
STATEMENT OF OPERATIONS
                                                                 YEAR ENDED SEPTEMBER 30, 1998                              
                                     
 
INVESTMENT INCOME                                                                 $ 72,918,200    
Dividends                                                                                         
 
Interest                                                                           57,752,529     
 
 TOTAL INCOME                                                                      130,670,729    
 
EXPENSES                                                                                          
 
Management fee                                                    $ 29,485,219                    
Basic fee                                                                                         
 
 Performance adjustment                                            (9,828,127)                    
 
Transfer agent fees                                                383,506                        
 
Accounting fees and expenses                                       824,006                        
 
Non-interested trustees' compensation                              38,082                         
 
Custodian fees and expenses                                        207,099                        
 
Registration fees                                                  16,907                         
 
Audit                                                              75,443                         
 
Legal                                                              21,168                         
 
Interest                                                           1,247                          
 
Miscellaneous                                                      23,087                         
 
 Total expenses before reductions                                  21,247,637                     
 
 Expense reductions                                                (52,673)        21,194,964     
 
NET INVESTMENT INCOME                                                              109,475,765    
 
REALIZED AND UNREALIZED GAIN (LOSS)                                                               
Net realized gain (loss) on:                                                                      
 
 Investment securities                                             517,627,920                    
 
 Foreign currency transactions                                     (84,087)        517,543,833    
 
Change in net unrealized appreciation (depreciation) on:                                          
 
 Investment securities                                             (106,183,618)                  
 
 Assets and liabilities in foreign currencies                      34,548          (106,149,070)  
 
NET GAIN (LOSS)                                                                    411,394,763    
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                   $ 520,870,528   
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                                                                             <C>              <C>              
STATEMENT OF CHANGES IN NET ASSETS
                                                                                 YEAR ENDED       YEAR ENDED       
                                                                                 SEPTEMBER 30,    SEPTEMBER 30,    
                                                                                 1998             1997             
 
INCREASE (DECREASE) IN NET ASSETS 
 
Operations                                                                      $ 109,475,765    $ 115,717,638
Net investment income 
 
 Net realized gain (loss)                                                         517,543,833      475,671,787     
 
 Change in net unrealized appreciation (depreciation)                             (106,149,070)    1,031,114,903   
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                  520,870,528      1,622,504,328   
 
Distributions to shareholders                                                     (111,209,839)    (100,379,101)   
From net investment income 
 
 From net realized gain                                                           (480,404,897)    (385,905,369)   
 
 TOTAL DISTRIBUTIONS                                                              (591,614,736)    (486,284,470)   
 
Share transactions                                                                194,919,194      145,821,046     
Net proceeds from sales of shares 
 
 Reinvestment of distributions                                                    531,084,059      455,487,338     
 
 Cost of shares redeemed                                                          (409,942,772)    (342,267,830)   
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING
 FROM SHARE TRANSACTIONS                                                          316,060,481      259,040,554     
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                                         245,316,273      1,395,260,412   
 
NET ASSETS         
 
 Beginning of period                                                              5,960,742,222    4,565,481,810   
 
 End of period (including undistributed net investment
 income of $85,475,956 and $89,779,250, respectively)                           $ 6,206,058,495  $ 5,960,742,222  
 
OTHER INFORMATION  
Shares             
 
 Sold                                                                             7,674,934        6,693,954       
 
 Issued in reinvestment of distributions                                          23,221,864       22,797,165      
 
 Redeemed                                                                         (16,076,270)     (15,580,927)    
 
 Net increase (decrease)                                                          14,820,528       13,910,192      
 
</TABLE>
 
 
 
<TABLE>
<CAPTION>
<S>                                                                <C>      <C>        <C>      <C>      <C>      
FINANCIAL HIGHLIGHTS
                                                                            YEARS ENDED SEPTEMBER 30, 
 
                                                                   1998     1997       1996     1995     1994  
SELECTED PER-SHARE DATA                                                                                           
 
Net asset value, beginning of period                               $ 25.08  $ 20.41    $ 18.78  $ 17.70  $ 16.86  
 
Income from Investment Operations                                                                                 
 
 Net investment income                                              .44 C    .49 C      .45      .41      .30     
 
 Net realized and unrealized gain (loss)                            1.56     6.36       2.42     3.54     1.69    
 
 Total from investment operations                                   2.00     6.85       2.87     3.95     1.99    
 
Less Distributions                                                                                                
 
 From net investment income                                         (.47)    (.45)      (.43)    (.34)    (.11)   
 
 From net realized gain                                             (2.03)   (1.73)     (.81)    (2.53)   (1.04)  
 
 Total distributions                                                (2.50)   (2.18)     (1.24)   (2.87)   (1.15)  
 
Net asset value, end of period                                     $ 24.58  $ 25.08    $ 20.41  $ 18.78  $ 17.70  
 
TOTAL RETURN B                                                      8.72%    36.29% A   16.04%   27.49%   12.30%  
 
RATIOS AND SUPPLEMENTAL DATA                                                                                      
 
Net assets, end of period (in millions)                            $ 6,206  $ 5,961    $ 4,565  $ 4,053  $ 3,273  
 
Ratio of expenses to average net assets                             .33%     .39%       .65%     .68%     .70%    
 
Ratio of expenses to average net assets after expense reductions    .33%     .38% D     .65%     .68%     .70%    
 
Ratio of net investment income to average net assets                1.71%    2.20%      2.40%    2.35%    1.69%   
 
Portfolio turnover rate                                             27%      32%        42%      55%      77%     
 
</TABLE>
 
A THE TOTAL RETURN WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIOD SHOWN.
B TOTAL RETURNS DO NOT INCLUDE THE EFFECTS OF THE SEPARATE SALES
CHARGE AND CUSTODIAN FEES ASSESSED THROUGH FIDELITY SYSTEMATIC
INVESTMENT PLANS.
C NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
D FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES.
FIDELITY DESTINY PORTFOLIOS: DESTINY II
 
INVESTMENTS SEPTEMBER 30, 1998  
 
Showing Percentage of Total Value of Investment in Securities
 
 
 
<TABLE>
<CAPTION>
<S>                                                                 <C>         <C>             <C>             
COMMON STOCKS - 92.7%                                                                                           
 
                                                                    SHARES                      VALUE (NOTE 1)  
 
AEROSPACE & DEFENSE - 1.2%                                                                                      
 
AEROSPACE & DEFENSE - 1.0%                                                                                      
 
AlliedSignal, Inc.                                                   116,600                    $ 4,124,725     
 
Gulfstream Aerospace Corp. (a)                                       200,900                     8,086,225      
 
Textron, Inc.                                                        463,400                     28,093,625     
 
                                                                                                 40,304,575     
 
SHIP BUILDING & REPAIR - 0.2%                                                                                   
 
General Dynamics Corp.                                               104,300                     5,234,556      
 
TOTAL AEROSPACE & DEFENSE                                                                        45,539,131     
 
BASIC INDUSTRIES - 0.5%                                                                                         
 
CHEMICALS & PLASTICS - 0.5%                                                                                     
 
du Pont (E.I.) de Nemours & Co.                                      31,600                      1,773,550      
 
Monsanto Co.                                                         337,200                     19,009,650     
 
                                                                                                 20,783,200     
 
CONSTRUCTION & REAL ESTATE - 1.4%                                                                               
 
BUILDING MATERIALS - 1.1%                                                                                       
 
Masco Corp.                                                          1,757,600                   43,280,900     
 
REAL ESTATE INVESTMENT TRUSTS - 0.3%                                                                            
 
Duke Realty Investments, Inc.                                        122,500                     2,840,469      
 
Equity Residential Properties Trust (SBI)                            224,100                     9,454,219      
 
Public Storage, Inc.                                                 52,200                      1,399,613      
 
                                                                                                 13,694,301     
 
TOTAL CONSTRUCTION & REAL ESTATE                                                                 56,975,201     
 
DURABLES - 1.1%                                                                                                 
 
AUTOS, TIRES, & ACCESSORIES - 0.4%                                                                              
 
Danaher Corp.                                                        91,200                      2,736,000      
 
Federal-Mogul Corp.                                                  205,000                     9,583,750      
 
Pep Boys-Manny, Moe & Jack                                           103,800                     1,388,325      
 
                                                                                                 13,708,075     
 
CONSUMER ELECTRONICS - 0.4%                                                                                     
 
Black & Decker Corp.                                                 408,800                     17,016,300     
 
HOME FURNISHINGS - 0.1%                                                                                         
 
Leggett & Platt, Inc.                                                84,600                      1,755,450      
 
                                                                                                                
 
                                                                    SHARES                      VALUE (NOTE 1)  
 
TEXTILES & APPAREL - 0.2%                                                                                       
 
Liz Claiborne, Inc.                                                  128,300                    $ 3,359,856     
 
VF Corp.                                                             147,600                     5,479,650      
 
                                                                                                 8,839,506      
 
TOTAL DURABLES                                                                                   41,319,331     
 
ENERGY - 3.8%                                                                                                   
 
OIL & GAS - 3.8%                                                                                                
 
Atlantic Richfield Co.                                               48,100                      3,412,094      
 
British Petroleum Co. PLC ADR                                        439,402                     38,337,825     
 
Chevron Corp.                                                        191,600                     16,106,375     
 
Exxon Corp.                                                          150,000                     10,528,125     
 
Mobil Corp.                                                          50,000                      3,796,875      
 
Royal Dutch Petroleum Co.                                            509,800                     24,279,225     
(NY Registry Gilder 1.25)                                                                                       
 
Texaco, Inc.                                                         439,700                     27,563,694     
 
Total SA:                                                                                                       
 
Class B                                                              37,456                      4,703,141      
 
sponsored ADR                                                        84,904                      5,333,033      
 
USX-Marathon Group                                                   388,700                     13,774,556     
 
                                                                                                 147,834,943    
 
FINANCE - 16.8%                                                                                                 
 
BANKS - 4.5%                                                                                                    
 
Bank of New York Co., Inc.                                           1,482,500                   40,583,438     
 
BankAmerica Corp.                                                    105,600                     6,349,200      
 
Chase Manhattan Corp.                                                845,700                     36,576,525     
 
Citicorp                                                             558,100                     51,868,419     
 
U.S. Bancorp                                                         1,128,800                   40,142,950     
 
                                                                                                 175,520,532    
 
CREDIT & OTHER FINANCE - 2.7%                                                                                   
 
American Express Co.                                                 653,000                     50,689,125     
 
Associates First Capital Corp.                                       399,300                     26,054,325     
 
Household International, Inc.                                        846,900                     31,758,750     
 
                                                                                                 108,502,200    
 
FEDERAL SPONSORED CREDIT - 4.8%                                                                                 
 
Fannie Mae                                                           1,714,100                   110,130,925    
 
Freddie Mac                                                          1,554,100                   76,830,819     
 
                                                                                                 186,961,744    
 
COMMON STOCKS - CONTINUED                                                                                       
 
                                                                    SHARES                      VALUE (NOTE 1)  
 
FINANCE - CONTINUED                                                                                             
 
INSURANCE - 3.5%                                                                                                
 
AFLAC, Inc.                                                          625,700                    $ 17,871,556    
 
Allmerica Financial Corp.                                            234,600                     13,988,025     
 
Allstate Corp.                                                       362,390                     15,107,133     
 
American International Group, Inc.                                   760,937                     58,592,149     
 
MBIA, Inc.                                                           95,800                      5,143,263      
 
MGIC Investment Corp.                                                274,500                     10,122,188     
 
Progressive Corp.                                                    7,000                       789,250        
 
Travelers Property Casualty Corp. Class A                            163,700                     5,228,169      
 
UNUM Corp.                                                           187,000                     9,291,563      
 
                                                                                                 136,133,296    
 
SAVINGS & LOANS - 0.4%                                                                                          
 
Ahmanson (H.F.) & Co.                                                40,000                      2,220,000      
 
Dime Bancorp, Inc.                                                   530,000                     13,415,625     
 
                                                                                                 15,635,625     
 
SECURITIES INDUSTRY - 0.9%                                                                                      
 
Merrill Lynch & Co., Inc.                                            103,300                     4,893,838      
 
Morgan Stanley, Dean Witter, Discover & Co.                          254,400                     10,955,100     
 
Travelers Group, Inc. (The)                                          554,550                     20,795,625     
 
                                                                                                 36,644,563     
 
TOTAL FINANCE                                                                                    659,397,960    
 
HEALTH - 12.0%                                                                                                  
 
DRUGS & PHARMACEUTICALS - 7.1%                                                                                  
 
Allergan, Inc.                                                       44,700                      2,609,363      
 
American Home Products Corp.                                         1,010,700                   52,935,413     
 
Amgen, Inc. (a)                                                      216,100                     16,329,056     
 
Bristol-Myers Squibb Co.                                             369,100                     38,340,263     
 
Elan Corp. PLC ADR (a)                                               38,600                      2,781,613      
 
Lilly (Eli) & Co.                                                    395,300                     30,956,931     
 
Merck & Co., Inc.                                                    672,000                     87,066,000     
 
Schering-Plough Corp.                                                451,900                     46,799,894     
 
                                                                                                 277,818,533    
 
MEDICAL EQUIPMENT & SUPPLIES - 4.2%                                                                             
 
Abbott Laboratories                                                  141,400                     6,142,063      
 
Bard (C.R.), Inc.                                                    77,500                      2,857,813      
 
Baxter International, Inc.                                           67,000                      3,986,500      
 
Biomet, Inc.                                                         113,300                     3,930,094      
 
                                                                                                                
 
                                                                    SHARES                      VALUE (NOTE 1)  
 
Boston Scientific Corp. (a)                                          50,200                     $ 2,579,025     
 
Cardinal Health, Inc.                                                404,300                     41,743,975     
 
Guidant Corp.                                                        52,000                      3,861,000      
 
Johnson & Johnson                                                    454,800                     35,588,100     
 
McKesson Corp.                                                       387,600                     35,513,850     
 
Medtronic, Inc.                                                      365,200                     21,135,950     
 
St. Jude Medical, Inc. (a)                                           203,307                     4,701,474      
 
Steris Corp. (a)                                                     60,200                      1,700,650      
 
Stryker Corp.                                                        61,100                      2,077,400      
 
                                                                                                 165,817,894    
 
MEDICAL FACILITIES MANAGEMENT - 0.7%                                                                            
 
Columbia/HCA Healthcare Corp.                                        589,460                     11,826,041     
 
Tenet Healthcare Corp. (a)                                           570,100                     16,390,375     
 
                                                                                                 28,216,416     
 
TOTAL HEALTH                                                                                     471,852,843    
 
HOLDING COMPANIES - 0.2%                                                                                        
 
CINergy Corp.                                                        204,800                     7,833,600      
 
INDUSTRIAL MACHINERY & EQUIPMENT - 6.5%                                                                         
 
ELECTRICAL EQUIPMENT - 3.7%                                                                                     
 
Alcatel Alsthom Compagnie Generale d'Electricite SA                  10,900                      926,053        
 
Alcatel Alsthom Compagnie Generale d'Electricite SA sponsored ADR    43,800                      744,600        
 
Emerson Electric Co.                                                 187,200                     11,653,200     
 
General Electric Co.                                                 1,507,700                   119,956,381    
 
Honeywell, Inc.                                                      14,300                      916,094        
 
Siemens AG                                                           176,700                     9,478,339      
 
                                                                                                 143,674,667    
 
INDUSTRIAL MACHINERY & EQUIPMENT - 2.5%                                                                         
 
Illinois Tool Works, Inc.                                            28,700                      1,564,150      
 
Stanley Works                                                        601,800                     17,903,550     
 
Tyco International Ltd.                                              1,404,700                   77,609,675     
 
                                                                                                 97,077,375     
 
POLLUTION CONTROL - 0.3%                                                                                        
 
Waste Management, Inc.                                               262,700                     12,626,019     
 
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT                                                           253,378,061    
 
COMMON STOCKS - CONTINUED                                                                                       
 
                                                                    SHARES                      VALUE (NOTE 1)  
 
MEDIA & LEISURE - 9.8%                                                                                          
 
BROADCASTING - 6.1%                                                                                             
 
CBS Corp.                                                            889,700                    $ 21,575,225    
 
Comcast Corp. Class A special                                        444,900                     20,882,494     
 
Cox Communications, Inc. Class A (a)                                 48,500                      2,649,313      
 
MediaOne Group, Inc. (a)                                             392,800                     17,455,050     
 
Tele-Communications, Inc. (TCI Group) Series A (a)                   814,671                     31,874,003     
 
Time Warner, Inc.                                                    1,638,100                   143,436,114    
 
                                                                                                 237,872,199    
 
ENTERTAINMENT - 1.5%                                                                                            
 
Carnival Corp.                                                       189,100                     6,015,744      
 
Disney (Walt) Co.                                                    48,300                      1,222,594      
 
Tele-Communications, Inc. (TCI Ventures Group) Series A (a)          825,858                     14,813,828     
 
Viacom, Inc. (a):                                                                                               
 
Class A                                                              66,400                      3,818,000      
 
Class B (non-vtg.)                                                   573,700                     33,274,600     
 
                                                                                                 59,144,766     
 
PUBLISHING - 1.6%                                                                                               
 
Harcourt General, Inc.                                               269,200                     13,022,550     
 
McGraw-Hill Companies, Inc.                                          593,800                     47,058,650     
 
Tribune Co.                                                          60,600                      3,048,938      
 
                                                                                                 63,130,138     
 
RESTAURANTS - 0.6%                                                                                              
 
McDonald's Corp.                                                     387,600                     23,134,875     
 
TOTAL MEDIA & LEISURE                                                                            383,281,978    
 
NONDURABLES - 5.5%                                                                                              
 
BEVERAGES - 0.2%                                                                                                
 
Coca-Cola Co. (The)                                                  150,000                     8,643,750      
 
FOODS - 1.1%                                                                                                    
 
Campbell Soup Co.                                                    170,800                     8,572,025      
 
Dean Foods Co.                                                       413,500                     18,194,000     
 
Heinz (H.J.) Co.                                                     249,900                     12,776,138     
 
Nabisco Holdings Corp. Class A                                       14,400                      517,500        
 
                                                                                                 40,059,663     
 
HOUSEHOLD PRODUCTS - 2.5%                                                                                       
 
Avon Products, Inc.                                                  1,057,600                   29,678,900     
 
Clorox Co.                                                           80,000                      6,600,000      
 
                                                                                                                
 
                                                                    SHARES                      VALUE (NOTE 1)  
 
Colgate-Palmolive Co.                                                142,800                    $ 9,781,800     
 
Gillette Co.                                                         59,600                      2,279,700      
 
Procter & Gamble Co.                                                 321,900                     22,834,781     
 
Unilever NV (NY shares)                                              443,400                     27,158,250     
 
                                                                                                 98,333,431     
 
TOBACCO - 1.7%                                                                                                  
 
Philip Morris Companies, Inc.                                        1,465,000                   67,481,563     
 
TOTAL NONDURABLES                                                                                214,518,407    
 
RETAIL & WHOLESALE - 10.2%                                                                                      
 
APPAREL STORES - 1.8%                                                                                           
 
Abercrombie & Fitch Co. Class A (a)                                  220,200                     9,688,800      
 
Gap, Inc.                                                            182,700                     9,637,425      
 
Payless ShoeSource, Inc. (a)                                         590,300                     24,423,663     
 
TJX Companies, Inc.                                                  1,428,900                   25,452,281     
 
                                                                                                 69,202,169     
 
DRUG STORES - 1.7%                                                                                              
 
CVS Corp.                                                            1,544,800                   67,681,550     
 
GENERAL MERCHANDISE STORES - 5.0%                                                                               
 
Consolidated Stores Corp. (a)                                        414,275                     8,130,147      
 
Costco Companies, Inc. (a)                                           455,100                     21,560,363     
 
Dayton Hudson Corp.                                                  684,600                     24,474,450     
 
Federated Department Stores, Inc. (a)                                756,100                     27,503,138     
 
Nordstrom, Inc.                                                      920,500                     22,782,375     
 
Saks Holdings, Inc. (a)                                              836,400                     18,766,725     
 
Wal-Mart Stores, Inc.                                                1,325,600                   72,410,900     
 
                                                                                                 195,628,098    
 
GROCERY STORES - 0.5%                                                                                           
 
Safeway, Inc. (a)                                                    430,800                     19,978,350     
 
RETAIL & WHOLESALE, MISCELLANEOUS - 1.2%                                                                        
 
Amazon.com, Inc. (a)                                                 48,800                      5,447,300      
 
Home Depot, Inc.                                                     815,900                     32,228,050     
 
Lowe's Companies, Inc.                                               327,600                     10,421,775     
 
                                                                                                 48,097,125     
 
TOTAL RETAIL & WHOLESALE                                                                         400,587,292    
 
COMMON STOCKS - CONTINUED                                                                                       
 
                                                                    SHARES                      VALUE (NOTE 1)  
 
SERVICES - 2.8%                                                                                                 
 
ADVERTISING - 1.6%                                                                                              
 
Interpublic Group of Companies, Inc.                                 302,300                    $ 16,305,306    
 
Omnicom Group, Inc.                                                  1,058,500                   47,632,500     
 
                                                                                                 63,937,806     
 
PRINTING - 0.4%                                                                                                 
 
Donnelley (R.R.) & Sons Co.                                          432,900                     15,232,669     
 
SERVICES - 0.8%                                                                                                 
 
AccuStaff, Inc. (a)                                                  116,600                     1,697,988      
 
Ecolab, Inc.                                                         692,200                     19,684,438     
 
Service Corp. International                                          138,400                     4,411,500      
 
ServiceMaster Co.                                                    151,950                     3,323,906      
 
                                                                                                 29,117,832     
 
TOTAL SERVICES                                                                                   108,288,307    
 
TECHNOLOGY - 14.1%                                                                                              
 
COMMUNICATIONS EQUIPMENT - 2.2%                                                                                 
 
Ascend Communications, Inc. (a)                                      429,400                     19,537,700     
 
Cisco Systems, Inc. (a)                                              511,700                     31,629,456     
 
Lucent Technologies, Inc.                                            539,300                     37,245,406     
 
                                                                                                 88,412,562     
 
COMPUTER SERVICES & SOFTWARE - 3.9%                                                                             
 
America Online, Inc.                                                 179,800                     20,002,750     
 
Automatic Data Processing, Inc.                                      62,100                      4,641,975      
 
IMS Health, Inc.                                                     207,600                     12,858,225     
 
Intuit, Inc. (a)                                                     142,200                     6,621,188      
 
Microsoft Corp. (a)                                                  865,000                     95,204,063     
 
Oracle Corp. (a)                                                     343,575                     10,006,622     
 
Yahoo, Inc. (a)                                                      14,200                      1,838,900      
 
                                                                                                 151,173,723    
 
COMPUTERS & OFFICE EQUIPMENT - 5.8%                                                                             
 
Apple Computer, Inc. (a)                                             483,300                     18,425,813     
 
Compaq Computer Corp.                                                854,200                     27,014,075     
 
EMC Corp. (a)                                                        291,600                     16,675,875     
 
International Business Machines Corp.                                433,100                     55,436,800     
 
Pitney Bowes, Inc.                                                   216,000                     11,785,500     
 
SCI Systems, Inc. (a)                                                773,100                     20,825,381     
 
Tech Data Corp. (a)                                                  269,000                     13,466,813     
 
                                                                                                                
 
                                                                    SHARES                      VALUE (NOTE 1)  
 
Unisys Corp. (a)                                                     300,000                    $ 6,825,000     
 
Xerox Corp.                                                          657,500                     55,723,125     
 
                                                                                                 226,178,382    
 
ELECTRONIC INSTRUMENTS - 0.0%                                                                                   
 
Lam Research Corp. (a)                                               65,200                      652,000        
 
ELECTRONICS - 2.2%                                                                                              
 
Intel Corp.                                                          302,700                     25,956,525     
 
Micron Technology, Inc. (a)                                          199,500                     6,072,281      
 
Motorola, Inc.                                                       179,300                     7,653,869      
 
Solectron Corp. (a)                                                  770,496                     36,983,808     
 
Texas Instruments, Inc.                                              198,100                     10,449,775     
 
                                                                                                 87,116,258     
 
TOTAL TECHNOLOGY                                                                                 553,532,925    
 
UTILITIES - 6.8%                                                                                                
 
CELLULAR - 0.9%                                                                                                 
 
Vodafone Group PLC sponsored ADR                                     301,900                     34,039,225     
 
ELECTRIC UTILITY - 1.9%                                                                                         
 
DQE, Inc.                                                            14,200                      548,475        
 
Duke Energy Corp.                                                    368,200                     24,370,238     
 
Entergy Corp.                                                        370,600                     11,395,950     
 
FPL Group, Inc.                                                      158,400                     11,038,500     
 
Illinova Corp.                                                       116,900                     3,353,569      
 
PacifiCorp                                                           113,400                     2,175,863      
 
PG&E Corp.                                                           475,142                     15,174,848     
 
Unicom Corp.                                                         225,900                     8,443,013      
 
                                                                                                 76,500,456     
 
TELEPHONE SERVICES - 4.0%                                                                                       
 
ALLTEL Corp.                                                         20,800                      985,400        
 
AT&T Corp.                                                           752,200                     43,956,688     
 
Frontier Corp.                                                       31,100                      851,363        
 
GTE Corp.                                                            94,000                      5,170,000      
 
MCI WorldCom, Inc. (a)                                               1,547,403                   75,629,322     
 
COMMON STOCKS - CONTINUED                                                                                       
 
                                                                    SHARES                      VALUE (NOTE 1)  
 
UTILITIES - CONTINUED                                                                                           
 
TELEPHONE SERVICES - CONTINUED                                                                                  
 
Qwest Communications International, Inc. (a)                         254,300                    $ 7,962,769     
 
Sprint Corp.                                                         324,500                     23,364,000     
 
                                                                                                 157,919,542    
 
TOTAL UTILITIES                                                                                  268,459,223    
 
TOTAL COMMON STOCKS                                                              3,633,582,402                  
(Cost $3,213,238,406)                                                                                           
 
</TABLE>
 
CONVERTIBLE PREFERRED STOCKS - 0.3%                                  
 
                                                                     
 
FINANCE - 0.3%                                                       
 
CREDIT & OTHER FINANCE - 0.3%                                        
 
Federal Mogul Financing Trust $3.50 (c)   183,000        10,110,750  
(Cost $13,760,670)                                                   
 
CONVERTIBLE BONDS - 0.3%                                            
 
                          MOODY'S RATINGS      PRINCIPAL            
                          (UNAUDITED)          AMOUNT               
 
TECHNOLOGY - 0.3%                                                           
 
COMPUTERS & OFFICE EQUIPMENT - 0.3%                                         
 
Unisys Corp. 8.25% 3/15/06            B      $ 3,235,000        10,881,731  
(Cost $12,512,652)                                                          
 
 
<TABLE>
<CAPTION>
<S>                                    <C>           <C>              <C>           
CASH EQUIVALENTS - 6.7%                                                             
 
                                       SHARES                                       
 
Taxable Central Cash Fund (b)           264,816,332                    264,816,332  
(Cost $264,816,332)                                                                 
 
TOTAL INVESTMENT IN SECURITIES - 100%                $ 3,919,391,215                
(Cost $3,504,328,060)                                                               
 
</TABLE>
 
LEGEND
(a) Non-income producing
(b) At period end, the seven-day yield on the Taxable Central Cash
Fund was 5.36%. The yield refers to the income earned by investing in
the fund over the seven-day period, expressed as an annual percentage.
(c) Security exempt from registration under Rule 144A of the
Securities Act of 1933. These securities may be resold in transactions
exempt from registration, normally to qualified institutional buyers.
At the period end, the value of these securities amounted to
$10,110,750 or 0.3% of net assets.
INCOME TAX INFORMATION
At September 30, 1998, the aggregate cost of investment securities for
income tax purposes was $3,509,471,306. Net unrealized appreciation
aggregated $409,919,909, of which $761,873,584 related to appreciated
investment securities and $351,953,675 related to depreciated
investment securities.
The fund hereby designates approximately $236,337,000 as a capital
gain dividend for the purpose of the dividend paid deduction.
FIDELITY DESTINY PORTFOLIOS: DESTINY II
 
FINANCIAL STATEMENTS
 
 
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                    <C>           <C>              
STATEMENT OF ASSETS AND LIABILITIES
                                                                                                  SEPTEMBER 30, 1998 
 
ASSETS              
 
Investment in securities, at value
(cost $3,504,328,060) - See accompanying schedule                                                    $ 3,919,391,215  
 
Receivable for investments sold                                                                           83,899,595      
 
Receivable for fund shares sold                                                                            1,812,238       
 
Dividends receivable                                                                                       4,122,472       
 
Interest receivable                                                                                        1,099,939       
 
Other receivables                                                                                             85,223       
 
 TOTAL ASSETS                                                                                          4,010,410,682   
 
LIABILITIES         
 
Payable for investments purchased                                                     $ 38,220,182                   
 
Payable for fund shares redeemed                                                        1,167,342                     
 
Accrued management fee                                                                  1,453,448                     
 
Other payables and accrued expenses                                                     160,599                       
 
 TOTAL LIABILITIES                                                                                        41,001,571      
 
NET ASSETS                                                                                           $ 3,969,409,111  
 
Net Assets consist of: 
 
Paid in capital                                                                                      $ 2,626,233,773  
 
Undistributed net investment income                                                                       36,167,783      
 
Accumulated undistributed net realized gain
(loss) on investments and foreign currency transactions                                                  891,897,590     
 
Net unrealized appreciation (depreciation) on investments
and assets and liabilities in foreign currencies                                                         415,109,965     
 
NET ASSETS, for 282,067,518 shares outstanding                                                       $ 3,969,409,111  
 
NET ASSET VALUE, offering price and redemption price per
share ($3,969,409,111 (divided by) 282,067,518 shares)                                               $14.07          
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                               <C>             <C>             
STATEMENT OF OPERATIONS
                                                                 YEAR ENDED SEPTEMBER 30, 1998 
 
INVESTMENT INCOME                                                                 $ 43,817,770    
Dividends                                                                                         
 
Interest                                                                           25,571,934     
 
 TOTAL INCOME                                                                      69,389,704     
 
EXPENSES                                                                                          
 
Management fee                                                    $ 23,966,180                    
Basic fee                                                                                         
 
 Performance adjustment                                            (5,588,522)                    
 
Transfer agent fees                                                211,292                        
 
Accounting fees and expenses                                       812,105                        
 
Non-interested trustees' compensation                              20,068                         
 
Custodian fees and expenses                                        128,226                        
 
Registration fees                                                  19,666                         
 
Audit                                                              55,347                         
 
Legal                                                              17,187                         
 
Interest                                                           4,276                          
 
Miscellaneous                                                      13,628                         
 
 Total expenses before reductions                                  19,659,453                     
 
 Expense reductions                                                (140,504)       19,518,949     
 
NET INVESTMENT INCOME                                                              49,870,755     
 
REALIZED AND UNREALIZED GAIN (LOSS)                                                               
Net realized gain (loss) on:                                                                      
 
 Investment securities                                             911,859,184                    
 
 Foreign currency transactions                                     117,022         911,976,206    
 
Change in net unrealized appreciation (depreciation) on:                                          
 
 Investment securities                                             (723,777,160)                  
 
 Assets and liabilities in foreign currencies                      48,475          (723,728,685)  
 
NET GAIN (LOSS)                                                                    188,247,521    
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                   $ 238,118,276   
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                     <C>              <C>              
STATEMENT OF CHANGES IN NET ASSETS
                                                                                         YEAR ENDED       YEAR ENDED       
                                                                                         SEPTEMBER 30,    SEPTEMBER 30,    
                                                                                         1998             1997             
 
INCREASE (DECREASE) IN NET ASSETS  
 
Operations                                                                               $ 49,870,755     $ 64,917,247     
Net investment income 
 
 Net realized gain (loss)                                                                  911,976,206      238,687,694     
 
 Change in net unrealized appreciation (depreciation)                                      (723,728,685)    606,544,012     
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                           238,118,276      910,148,953     
 
Distributions to shareholders                                                              (63,384,584)     (55,499,110)    
From net investment income 
 
 From net realized gain                                                                    (245,892,803)    (166,474,990)   
 
 TOTAL DISTRIBUTIONS                                                                       (309,277,387)    (221,974,100)   
 
Share transactions                                                                         501,235,130      326,984,358     
Net proceeds from sales of shares 
 
 Reinvestment of distributions                                                             302,744,998      218,448,216     
 
 Cost of shares redeemed                                                                   (372,556,327)    (162,870,326)   
 
 NET INCREASE (DECREASE) IN NET ASSETS
 RESULTING FROM SHARE TRANSACTIONS                                                         431,423,801      382,562,248     
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                                                  360,264,690      1,070,737,101   
 
NET ASSETS         
 
 Beginning of period                                                                       3,609,144,421    2,538,407,320   
 
 End of period (including undistributed net investment
 income of $36,167,783 and $50,768,400, respectively)                                    $ 3,969,409,111  $ 3,609,144,421  
 
OTHER INFORMATION  
Shares             
 
 Sold                                                                                      33,666,459       25,964,294      
 
 Issued in reinvestment of distributions                                                   22,694,528       18,831,746      
 
 Redeemed                                                                                  (24,889,611)     (12,796,917)    
 
 Net increase (decrease)                                                                   31,471,376       31,999,123      
 
</TABLE>
 
 
 
<TABLE>
<CAPTION>
<S>                                                                <C>      <C>       <C>      <C>      <C>      
FINANCIAL HIGHLIGHTS
                                                                           YEARS ENDED SEPTEMBER 30,                      
 
                                                                   1998     1997      1996 E   1995 E   1994 E  
SELECTED PER-SHARE DATA                                                                                          
 
Net asset value, beginning of period                               $ 14.40  $ 11.61   $ 10.57  $ 9.52   $ 8.89   
 
Income from Investment Operations                                                                                
 
 Net investment income                                              .18 C    .27 C     .24      .22      .14     
 
 Net realized and unrealized gain (loss)                            .71      3.52      1.34     1.99     .96     
 
 Total from investment operations                                   .89      3.79      1.58     2.21     1.10    
 
Less Distributions                                                                                               
 
 From net investment income                                         (.25)    (.25)     (.22)    (.17)    (.04)   
 
 From net realized gain                                             (.97)    (.75)     (.32)    (.99)    (.43)   
 
 Total distributions                                                (1.22)   (1.00)    (.54)    (1.16)   (.47)   
 
Net asset value, end of period                                     $ 14.07  $ 14.40   $ 11.61  $ 10.57  $ 9.52   
 
TOTAL RETURN B                                                      6.64%    34.72%A   15.43%   26.98%   12.67%  
 
RATIOS AND SUPPLEMENTAL DATA                                                                                     
 
Net assets, end of period (in millions)                            $ 3,969  $ 3,609   $ 2,538  $ 2,032  $ 1,437  
 
Ratio of expenses to average net assets                             .48%     .54%      .78%     .80%     .80%    
 
Ratio of expenses to average net assets after expense reductions    .48%     .53% D    .78%     .80%     .80%    
 
Ratio of net investment income to average net assets                1.23%    2.11%     2.38%    2.33%    1.56%   
 
Portfolio turnover rate                                             106%     35%       37%      52%      72%     
 
</TABLE>
 
A THE TOTAL RETURN WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIOD SHOWN.
B TOTAL RETURNS DO NOT INCLUDE THE EFFECTS OF THE SEPARATE SALES
CHARGE AND CUSTODIAN FEES ASSESSED THROUGH FIDELITY SYSTEMATIC
INVESTMENT PLANS.
C NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
D FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES.
E PER-SHARE DATA HAVE BEEN ADJUSTED FOR A 3-FOR-1 SHARE SPLIT PAID
JUNE 21, 1996.
NOTES TO FINANCIAL STATEMENTS
for the period ended September 30, 1998 
 
   
 
 
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, 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. Purchases
and sales of securities, income receipts and expense payments are
translated into U.S. dollars at the prevailing exchange rate on the
respective dates of the transactions.
Net realized gains and losses on foreign currency transactions
represent net gains and losses from sales and maturities of foreign
currency contracts, disposition of foreign 
currencies, the difference between the amount of net investment income
accrued and the U.S. dollar amount actually received, and gains and
losses between trade date and settlement on purchases and sales of
securities. The effects of changes in foreign currency exchange rates
on investments in securities are included with the net realized and
unrealized gain or loss on investment securities.
INCOME TAXES. As a qualified regulated investment company under
Subchapter M of the Internal Revenue Code, each fund is not subject to
income taxes to the extent that it distributes substantially all of
its taxable income for the fiscal year. The schedules of investments
include information regarding income taxes under the caption "Income
Tax Information."
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend
date, except certain dividends from foreign securities where the
ex-dividend date may have passed, are recorded as soon as the funds
are informed of the ex-dividend date. Non-cash dividends included in
dividend income, if any, are recorded at the fair market value of the
securities received. Interest income, which includes accretion of
original issue discount, is accrued as earned. Investment income is
recorded net of foreign taxes withheld where recovery of such taxes is
uncertain.
EXPENSES. Most expenses of the trust can be directly attributed to a
fund. Expenses which cannot be directly attributed are apportioned
among the funds in the trust.
DEFERRED TRUSTEE COMPENSATION. Under a Deferred Compensation Plan
non-interested Trustees must defer receipt of a portion of, and may
elect to defer receipt of an additional portion of, their annual
compensation. Deferred amounts are treated as though equivalent dollar
amounts had been invested in shares of the funds or are invested in a
cross-section of other Fidelity funds. Deferred amounts remain in the
funds until distributed in accordance with the Deferred Trustee
Compensation Plan.
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date.
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
DISTRIBUTIONS TO SHAREHOLDERS - CONTINUED
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,
passive foreign investment companies (PFIC), 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 and accumulated undistributed net
realized gain (loss) on investments and foreign currency transactions
may include temporary book and tax basis differences that 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.
OPERATING POLICIES.
FOREIGN CURRENCY CONTRACTS. Certain funds 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.
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 Fidelity Investments Money Management, Inc., 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 earned by the funds are recorded
as interest income in the accompanying financial statements.
PURCHASES AND SALES OF INVESTMENTS. 
Destiny I: Purchases and sales of securities, other than short-term
securities, aggregated $1,623,537,800 and $1,893,881,857,
respectively, of which U.S. government and government agency
obligations aggregated $0 and $50,212,500, respectively.
Destiny II: Purchases and sales of securities, other than short-term
securities, aggregated $4,091,172,149 and $4,047,854,322,
respectively, of which U.S. government and government agency
obligations aggregated $9,227,258 and $464,816,481, respectively.
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. The annual individual fund fee rates are .17%
and .30% for Destiny I and Destiny II, respectively. 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 basic fee is subject to a
performance adjustment (up to a maximum of (plus/minus).24% of each
fund's average net assets up to and including $100,000,000 and
(plus/minus)0.20% of each fund's average net assets in excess of
$100,000,000 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 .31% and .45%, 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 $1,233,174 and $2,751,345 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 .01%, 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 $386,433 and $741,745, respectively for the period.
BANK BORROWINGS.
The funds are permitted to have bank borrowings for temporary or
emergency purposes to fund shareholder redemptions. The funds have
established borrowing arrangements with certain banks. Under the most
restrictive arrangement, the funds must pledge to the bank securities
having a market value in excess of 220% of the total bank borrowings.
The interest rate on the borrowings is the bank's base rate, as
revised from time to time. For Destiny I the maximum loan and the
average daily loan balances during the period for which loans were
outstanding amounted to $3,840,000. The weighted average interest rate
was 5.8%. Interest expense includes $1,247 paid under the bank
borrowing program. For Destiny II the maximum loan and the average
daily loan balances during the period for which loans were outstanding
amounted to $13,171,000. The weighted average interest rate was 5.8%.
Interest expense includes $4,276 paid under the bank borrowing
program.
EXPENSE REDUCTIONS.
FMR has directed certain portfolio trades to brokers who paid a
portion of each fund's expenses. For the period, each fund's expenses
were reduced by $34,288 and $125,757 under this arrangement for
Destiny I and Destiny II, respectively.
In addition, each fund has entered into arrangements with its
custodian and transfer agent whereby credits realized on uninvested
cash balances were used to offset a portion of each fund's expenses.
During the period, the custodian and transfer agent fees were reduced
by $4,424 and $13,961 for Destiny I and $1,031 and $13,716, for
Destiny II under these arrangements, respectively.
REPORT OF INDEPENDENT ACCOUNTANTS
 
 
To the Trustees and the Shareholders of 
Fidelity Destiny Portfolios: Destiny I and Destiny II:
In our opinion, the accompanying statements of assets and liabilities,
including the schedules of investments, and the related statements of
operations and of changes in net assets and the financial highlights
present fairly, in all material respects, the financial position of
Destiny I and Destiny II (funds of Fidelity Destiny Portfolios) at
September 30, 1998, and the results of their operations, the changes
in their net assets and the financial highlights for the periods
indicated, in conformity with generally accepted accounting
principles. These financial statements and financial highlights
(hereafter referred to as "financial statements") are the
responsibility of the Fidelity Destiny Portfolios' management; our
responsibility is to express an opinion on these financial statements
based on our audits. We conducted our audits of these financial
statements in accordance with generally accepted auditing standards
which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits, which included confirmation
of securities at September 30, 1998 by correspondence with the
custodian and brokers, provide a reasonable basis for the opinion
expressed above.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
November 12, 1998
DISTRIBUTIONS
 
 
The Board of Trustees of Destiny I and Destiny II voted to pay to
shareholders of record at the opening of business on record date, the
following distributions derived from 
capital gains realized from sales of portfolio securities, and
dividends derived from net investment income:
 
              Destiny I Destiny II
PAY DATE      12/29/97  12/29/97
 
RECORD DATE   12/26/97  12/26/97
 
DIVIDENDS     $ .47     $ .25
 
SHORT-TERM
CAPITAL GAINS $ .36     $ .20
 
LONG-TERM
CAPITAL GAINS $ 1.67    $ .77
 
LONG-TERM
CAPITAL GAIN PERCENTAGES:
 28% rate     60.50%    62.34%
 20% rate     39.50%    37.66%
 
Totals of 32% and 21% of the dividends distributed during the fiscal
year was derived from interest on U.S. Government securities which is
generally exempt from state income tax for Destiny I and Destiny II,
respectively.
Totals of 33% and 33% of the dividends distributed during the fiscal
year qualifies for the dividends-received deduction for corporate
shareholders for Destiny I and Destiny II, respectively.
The fund will notify shareholders in January 1999 of the applicable
percentages for use in preparing 1998 income tax returns.
 
 



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