FIDELITY DESTINY PORTFOLIOS, 485APOS, 1999-09-20

FIDELITY DESTINY PORTFOLIOS
485APOS, 1999-09-20

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A

REGISTRATION STATEMENT (No. 2-34099)
UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. [ ]

Post-Effective Amendment No. 67 [X]

and

REGISTRATION STATEMENT (No. 811-1796)
UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 67 [X]

Fidelity Destiny Portfolios
(Exact Name of Registrant as Specified in Charter)

82 Devonshire St., Boston, Massachusetts 02109
(Address Of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number: 617-563-7000

Eric D. Roiter, Secretary
82 Devonshire Street
Boston, Massachusetts 02109
(Name and Address of Agent for Service)

It is proposed that this filing will become effective
( ) immediately upon filing pursuant to paragraph (b).
( ) on ( ) pursuant to paragraph (b).
( ) 60 days after filing pursuant to paragraph (a)(1).
(x ) on November 26, 1999 pursuant to paragraph (a)(1) of Rule 485
( ) 75 days after filing pursuant to paragraph (a)(2).
( ) on ( ) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:
( ) this post-effective amendment designates a new effective date
for a previously filed post-effective amendment.

Like securities of all mutual
funds, these securities have
not been approved or
disapproved by the
Securities and Exchange
Commission, and the
Securities and Exchange
Commission has not
determined if this
prospectus is accurate or
complete. Any
representation to the
contrary is a criminal
offense.

FIDELITY
DESTINY PORTFOLIOS
DESTINY I - CLASS O
(fund 006, cusip # 316127109)
DESTINY II - CLASS O
(fund 306, cusip # 316127208)

You may buy shares of Class O of each fund through Fidelity Systematic
Investment Plans: Destiny Plans I: O and Destiny Plans II: O (the
"Plans" or a "Plan"), a unit investment trust. Details of the Plans,
including the Creation and Sales Charges and the Custodian Fees, are
discussed in the prospectus for the Plans. The effects of the Plans'
Creation and Sales Charges and Custodian Fees are not addressed in
this prospectus. Prospective investors should read this prospectus in
conjunction with the Plans' prospectus. Shares of Class O of each fund
may also be purchased by a particular retirement plan.

PROSPECTUS
NOVEMBER 26, 1999

(fidelity_logo_graphic)(registered trademarks)
82 Devonshire Street, Boston, MA 02109

CONTENTS

FUND SUMMARY 3 INVESTMENT SUMMARY

3 PERFORMANCE

5 FEE TABLE

FUND BASICS 7 INVESTMENT DETAILS

7 VALUING SHARES

SHAREHOLDER INFORMATION 7 BUYING AND SELLING SHARES

12 EXCHANGING SHARES

13 ACCOUNT FEATURES AND POLICIES

15 DIVIDENDS AND CAPITAL GAIN
DISTRIBUTIONS

15 TAX CONSEQUENCES

FUND SERVICES 15 FUND MANAGEMENT

16 FUND DISTRIBUTION

APPENDIX 16 FINANCIAL HIGHLIGHTS

FUND SUMMARY

INVESTMENT SUMMARY

INVESTMENT OBJECTIVE

DESTINY I PORTFOLIO seeks capital growth.

PRINCIPAL INVESTMENT STRATEGIES

Fidelity Management & Research Company (FMR)'s principal investment
strategies include:

(small solid bullet) Normally investing primarily in common stocks.

(small solid bullet) Potentially investing in other types of
securities, including bonds which may be lower-quality debt
securities.

(small solid bullet) Investing in domestic and foreign issuers.

(small solid bullet) Investing in either "growth" stocks or "value"
stocks or both.

(small solid bullet) Using fundamental analysis of each issuer's
financial condition and industry position and market and economic
conditions to select investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) STOCK MARKET VOLATILITY. Stock markets are
volatile and can decline significantly in response to adverse issuer,
political, regulatory, market or economic developments. Different
parts of the market can react differently to these developments.

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a debt security to decrease.

(small solid bullet) FOREIGN EXPOSURE. Foreign markets can be more
volatile than the U.S. market due to increased risks of adverse
issuer, political, regulatory, market or economic developments and can
perform differently from the U.S. market.

(small solid bullet) ISSUER-SPECIFIC CHANGES. The value of an
individual security or particular type of security can be more
volatile than the market as a whole and can perform differently from
the value of the market as a whole. Lower-quality debt securities
(those of less than investment-grade quality) can be more volatile due
to increased sensitivity to adverse issuer, political, regulatory,
market or economic developments.

An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.

When you sell your shares of the fund, they could be worth more or
less than what you paid for them.

INVESTMENT OBJECTIVE

DESTINY II PORTFOLIO seeks capital growth.

PRINCIPAL INVESTMENT STRATEGIES

FMR's principal investment strategies include:

(small solid bullet) Normally investing primarily in common stocks.

(small solid bullet) Potentially investing in other types of
securities, including bonds which may be lower-quality debt
securities.

(small solid bullet) Investing in domestic and foreign issuers.

(small solid bullet) Investing in either "growth" stocks or "value"
stocks or both.

(small solid bullet) Using fundamental analysis of each issuer's
financial condition and industry position and market and economic
conditions to select investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a debt security to decrease.

An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.

When you sell your shares of the fund, they could be worth more or
less than what you paid for them.

PERFORMANCE

The following information illustrates the changes in each fund's
performance from year to year and compares Class O's performance to
the performance of a market index and an average of the performance of
similar funds over various periods of time. Returns are based on past
results and are not an indication of future performance.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
YEAR-BY-YEAR RETURNS

DESTINY I - CLASS O

Calendar Years 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998

% % % % % % % % % %

</TABLE>

Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: nil
Row: 4, Col: 1, Value: nil
Row: 5, Col: 1, Value: nil
Row: 6, Col: 1, Value: nil
Row: 7, Col: 1, Value: nil
Row: 8, Col: 1, Value: nil
Row: 9, Col: 1, Value: nil
Row: 10, Col: 1, Value: nil

DURING THE PERIODS SHOWN IN THE CHART FOR CLASS O OF DESTINY I, THE
HIGHEST RETURN FOR A QUARTER WAS __% (QUARTER ENDING [MONTH][DATE],
[YEAR]) AND THE LOWEST RETURN FOR A QUARTER WAS __% (QUARTER ENDING
[MONTH][DATE], [YEAR]).

THE YEAR-TO-DATE RETURN AS OF SEPTEMBER 30, 1999 FOR CLASS O OF
DESTINY I WAS __%.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
DESTINY II - CLASS O

Calendar Years 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998

% % % % % % % % % %

</TABLE>

DURING THE PERIODS SHOWN IN THE CHART FOR CLASS O OF DESTINY II, THE
HIGHEST RETURN FOR A QUARTER WAS __% (QUARTER ENDING [MONTH][DATE],
[YEAR]) AND THE LOWEST RETURN FOR A QUARTER WAS __% (QUARTER ENDING
[MONTH][DATE], [YEAR]).

THE YEAR-TO-DATE RETURN AS OF SEPTEMBER 30, 1999 FOR CLASS O OF
DESTINY II WAS __%.

AVERAGE ANNUAL RETURNS

For the periods ended Past 1 year Past 5 years Past 10 years
December 31, 1998

Destiny I-Class O % % %

Standard & Poor's 500 Index % % %

Lipper Growth Funds Average % % %

Destiny II-Class O % % %

Standard & Poor's 500 Index % % %

Lipper Growth Funds Average % % %

[If FMR had not reimbursed certain class expenses during these
periods, Class O's returns would have been lower.]

Standard & Poor's 500 Index (S&P 500(registered trademark)) is a
market capitalization-weighted index of common stocks.

The Lipper Funds Average reflects the performance (excluding sales
charges) of mutual funds with similar objectives.

FEE TABLE

The following table describes the fees and expenses that are incurred
when you buy, hold, or sell Class O shares of a fund. [The annual
class operating expenses provided below for Class O are based on
historical expenses, adjusted to reflect current fees.] [The annual
class operating expenses provided below for Class O do not reflect the
effect of any [expense reimbursements] [[or] reduction of certain
expenses] during the period.] [The annual class operating expenses
provided below for Class O are based on historical expenses.]

SHAREHOLDER FEES (PAID BY THE INVESTOR DIRECTLY)

Class O

Sales charge (load) on None
purchases and reinvested
distributions

Deferred sales charge (load) None
on redemptions

ANNUAL CLASS OPERATING EXPENSES (PAID FROM CLASS ASSETS)

Class O

DESTINY I Management fee %

Distribution and Service None
(12b-1) fee

Other expenses %

Total annual class operating %
expenses

DESTINY II Management fee %

Distribution and Service None
(12b-1) fee

Other expenses %

Total annual class operating %
expenses

[A portion of the brokerage commissions that a fund pays is used to
reduce that fund's expenses. [In addition,] [[T/t]he/[E/e]ach] fund
has entered into arrangements with its custodian and transfer agent
whereby credits realized as a result of uninvested cash balances are
used to reduce custodian and transfer agent expenses. [Including
[this/these] reduction[s], the total Class O operating expenses [,
after reimbursement [for [Name(s) of Fund(s) in reimbursement]],]
would have been __% [for [Fund Name] and __% for [Fund Name]].]]

This EXAMPLE helps you compare the cost of investing in the funds with
the cost of investing in other mutual funds.

Let's say, hypothetically, that Class O's annual return is 5% and that
your shareholder fees and Class O's annual operating expenses are
exactly as described in the fee table. This example illustrates the
effect of fees and expenses, but is not meant to suggest actual or
expected fees and expenses or returns, all of which may vary. For
every $10,000 you invested, here's how much you would pay in total
expenses if you close your account after the number of years
indicated:
Class O

DESTINY I 1 year $

3 years $

5 years $

10 years $

DESTINY II 1 year $

3 years $

5 years $

10 years $

FUND BASICS

INVESTMENT DETAILS

INVESTMENT OBJECTIVE

DESTINY I PORTFOLIO seeks capital growth.

PRINCIPAL INVESTMENT STRATEGIES

FMR normally invests the fund's assets primarily in common stocks. FMR
may also invest the fund's assets in other types of securities,
including bonds which may be lower-quality debt securities.

FMR may invest the fund's assets in securities of foreign issuers in
addition to securities of domestic issuers.

FMR is not constrained by any particular investment style. At any
given time, FMR may tend to buy "growth" stocks or "value" stocks, or
a combination of both types. In buying and selling securities for the
fund, FMR relies on fundamental analysis of each issuer and its
potential for success in light of its current financial condition, its
industry position, and economic and market conditions. Factors
considered include growth potential, earnings estimates and
management.

FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.

FMR may use various techniques, such as buying and selling futures
contracts, to increase or decrease the fund's exposure to changing
security prices or other factors that affect security values. If FMR's
strategies do not work as intended, the fund may not achieve its
objective.

INVESTMENT OBJECTIVE

DESTINY II PORTFOLIO seeks capital growth.

PRINCIPAL INVESTMENT STRATEGIES

FMR normally invests the fund's assets primarily in common stocks. FMR
may also invest the fund's assets in other types of securities,
including bonds which may be lower-quality debt securities.

FMR may invest the fund's assets in securities of foreign issuers in
addition to securities of domestic issuers.

FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.

DESCRIPTION OF PRINCIPAL SECURITY TYPES

EQUITY SECURITIES represent an ownership interest, or the right to
acquire an ownership interest, in an issuer. Different types of equity
securities provide different voting and dividend rights and priority
in the event of the bankruptcy of the issuer. Equity securities
include common stocks, preferred stocks, convertible securities and
warrants.

DEBT SECURITIES are used by issuers to borrow money. The issuer
usually pays a fixed, variable or floating rate of interest, and must
repay the amount borrowed at the maturity of the security. Some debt
securities, such as zero coupon bonds, do not pay current interest but
are sold at a discount from their face values. Debt securities include
corporate bonds, government securities, and mortgage and other
asset-backed securities.

PRINCIPAL INVESTMENT RISKS

Many factors affect each fund's performance. A fund's share price
changes daily based on changes in market conditions and interest rates
and in response to other economic, political or financial
developments. A fund's reaction to these developments will be affected
by the types of securities in which the fund invests, the financial
condition, industry and economic sector, and geographic location of an
issuer, and the fund's level of investment in the securities of that
issuer. When you sell your shares of a fund, they could be worth more
or less than what you paid for them.

The following factors can significantly affect a fund's performance:

STOCK MARKET VOLATILITY. The value of equity securities fluctuates in
response to issuer, political, market and economic developments. In
the short-term, equity prices can fluctuate dramatically in response
to these developments. Different parts of the market and different
types of equity securities can react differently to these
developments. For example, large cap stocks can react differently from
small cap stocks, and "growth" stocks can react differently from
"value" stocks. Issuer, political or economic developments can affect
a single issuer, issuers within an industry or economic sector or
geographic region, or the market as a whole.

INTEREST RATE CHANGES. Debt securities have varying levels of
sensitivity to changes in interest rates. In general, the price of a
debt security can fall when interest rates rise and can rise when
interest rates fall. Securities with longer maturities and mortgage
securities can be more sensitive to interest rate changes.

FOREIGN EXPOSURE. Foreign securities, foreign currencies, and
securities issued by U.S. entities with substantial foreign operations
can involve additional risks relating to political, economic or
regulatory conditions in foreign countries. These risks include
fluctuations in foreign currencies; withholding or other taxes;
trading, settlement, custodial and other operational risks; and the
less stringent investor protection and disclosure standards of some
foreign markets. All of these factors can make foreign investments,
especially those in emerging markets, more volatile and potentially
less liquid than U.S. investments. In addition, foreign markets can
perform differently from the U.S. market.

ISSUER-SPECIFIC CHANGES. Changes in the financial condition of an
issuer, changes in specific economic or political conditions that
affect a particular type of security or issuer, and changes in general
economic or political conditions can affect the credit quality or
value of an issuer's securities. The value of securities of smaller,
less well-known issuers can be more volatile than that of larger
issuers. Lower-quality debt securities (those of less than
investment-grade quality) tend to be more sensitive to these changes
than higher-quality debt securities.

Lower-quality debt securities involve greater risk of default or price
changes due to changes in the credit quality of the issuer. The value
of lower-quality debt securities often fluctuates in response to
company, political or economic developments and can decline
significantly over short periods of time or during periods of general
or regional economic difficulty.

In response to market, economic, political or other conditions, FMR
may temporarily use a different investment strategy for defensive
purposes. If FMR does so, different factors could affect a fund's
performance and the fund may not achieve its investment objective.

FUNDAMENTAL INVESTMENT POLICIES

The policies discussed below are fundamental, that is, subject to
change only by shareholder approval.

DESTINY I seeks capital growth.

DESTINY II seeks capital growth.

VALUING SHARES

Each fund is open for business each day the New York Stock Exchange
(NYSE) is open.

A class's net asset value per share (NAV) is the value of a single
share. Fidelity(registered trademark) normally calculates Class O's
NAV as of the close of business of the NYSE, normally 4:00 p.m.
Eastern time. However, NAV may be calculated earlier if trading on the
NYSE is restricted or as permitted by the Securities and Exchange
Commission (SEC). Each fund's assets are valued as of this time for
the purpose of computing Class O's NAV.

To the extent that each fund's assets are traded in other markets on
days when the NYSE is closed, the value of the fund's assets may be
affected on days when the fund is not open for business. In addition,
trading in some of a fund's assets may not occur on days when the fund
is open for business.

Each fund's assets are valued primarily on the basis of market
quotations. Certain short-term securities are valued on the basis of
amortized cost. If market quotations are not readily available for a
security or if a security's value has been materially affected by
events occurring after the close of the exchange or market on which
the security is principally traded (for example, a foreign exchange or
market), that security may be valued by another method that the Board
of Trustees believes accurately reflects fair value. A security's
valuation may differ depending on the method used for determining
value.

SHAREHOLDER INFORMATION

BUYING AND SELLING SHARES

GENERAL INFORMATION

For account, product and service information, please use the following
phone numbers:

(small solid bullet) Nationally (toll-free), 1-800-433-0734 (8:30 a.m.
- - 7:00 p.m. Eastern time, Monday through Friday).

(small solid bullet) In Alaska or Overseas (call collect),
1-617-328-5000 (8:00 a.m. - 6:00 p.m. Eastern time, Monday through
Friday).

Please use the following address:

SELLING SHARES

Fidelity Investments(registered trademark)
P.O. Box 770002
Cincinnati, OH 45277-0081

Overnight Express
Fidelity Investments
2300 Litton Lane - KH2A
Hebron, KY 41048

You may buy or sell Class O shares of the funds through a retirement
account or sell Class O shares through an investment professional.
When you invest through a retirement account or an investment
professional, the procedures for buying, selling, and exchanging Class
O shares of a fund and the account features and policies may differ.
Additional fees may also apply to your investment in Class O shares of
a fund, including a transaction fee if you buy or sell Class O shares
of the fund through a broker or other investment professional.

Certain methods of contacting Fidelity, such as by telephone, may be
unavailable or delayed (for example, during periods of unusual market
activity).

BUYING SHARES

Each fund has an agreement with Fidelity Distributors Corporation
(FDC) under which the fund issues shares at NAV to State Street Bank
and Trust Company (State Street) as Custodian for the Plans.
Generally, State Street will hold all shares of each fund unless a
Planholder owns fund shares directly after terminating a Plan. The
terms of the offering of the Plans are contained in the Plans'
prospectus. Except for a particular retirement plan, each fund will
only offer its shares publicly through the Plans.

The price to buy one share of Class O is the class's NAV. Class O
shares are sold without a sales charge.

Your shares will be bought at the next NAV calculated after your order
is received in proper form.

Short-term or excessive trading into and out of a fund may harm
performance by disrupting portfolio management strategies and by
increasing expenses. Accordingly, a fund may reject any purchase
orders, including exchanges, particularly from market timers or
investors who, in FMR's opinion, have a pattern of short-term or
excessive trading or whose trading has been or may be disruptive to
that fund. For these purposes, FMR may consider an investor's trading
history in that fund or other Fidelity funds, and accounts under
common ownership or control.

Each fund may stop offering shares completely or may offer shares only
on a limited basis, for a period of time or permanently.

KEY INFORMATION

PHONE TO OPEN AN ACCOUNT
(small solid bullet) Exchange
from another Fidelity fund.
Call Fidelity at the
appropriate number found in
"General Information."

TO ADD TO AN ACCOUNT
(small solid bullet) Exchange
from another Fidelity fund.
Call Fidelity at the
appropriate number found in
"General Information."

MAIL FIDELITY INVESTMENTS TO OPEN AN ACCOUNT
P.O. BOX 770001 CINCINNATI, (small solid bullet) Call
OH 45277-0002 Fidelity at the appropriate
number found in "General
Information" for an account
application. Complete and
sign the application. Make
your check payable to the
complete name of the fund.
Mail to the address at left.

TO ADD TO AN ACCOUNT
(small solid bullet) Make
your check payable to the
complete name of the fund.
Indicate your fund account
number on your check and
mail to the address at left.

(small solid bullet) Exchange
from another Fidelity fund.
Send a letter of instruction
to the address at left,
including your name, the
funds' names, the fund
account numbers, and the
dollar amount or number of
shares to be exchanged.

WIRE TO OPEN AN ACCOUNT
(small solid bullet) Call
Fidelity at the appropriate
number found in "General
Information" to set up your
account and to arrange a
wire transaction.

TO ADD TO AN ACCOUNT
(small solid bullet) Call
Fidelity at the appropriate
number found in "General
Information" for instructions.

SELLING SHARES

The following discussion relates only to those investors who hold
shares of the funds directly.

The price to sell one share of Class O is the class's NAV.

Your shares will be sold at the next NAV calculated after your order
is received in proper form.

It is the responsibility of your investment professional to transmit
your order to sell shares to Fidelity before the close of business on
the day you place your order.

Certain requests must include a signature guarantee. It is designed to
protect you and Fidelity from fraud. Your request must be made in
writing and include a signature guarantee if any of the following
situations apply:

(small solid bullet) You wish to sell more than $100,000 worth of
shares;

(small solid bullet) Your account registration has changed within the
last 30 days;

(small solid bullet) The check is being mailed to a different address
than the one on your account (record address);

(small solid bullet) The check is being made payable to someone other
than the account owner; or

(small solid bullet) The redemption proceeds are being transferred to
a Fidelity account with a different registration.

You should be able to obtain a signature guarantee from a bank,
broker, dealer, credit union (if authorized under state law),
securities exchange or association, clearing agency, or savings
association. A notary public cannot provide a signature guarantee.

When you place an order to sell shares, note the following:

(small solid bullet) Normally, Fidelity will process redemptions by
the next business day, but Fidelity may take up to seven days to
process redemptions if making immediate payment would adversely affect
a fund.

(small solid bullet) Redemption proceeds (other than exchanges) may be
delayed until money from prior purchases sufficient to cover your
redemption has been received and collected. This can take up to seven
business days after a purchase.

(small solid bullet) Redemptions may be suspended or payment dates
postponed when the NYSE is closed (other than weekends or holidays),
when trading on the NYSE is restricted, or as permitted by the SEC.

(small solid bullet) Redemption proceeds may be paid in securities or
other assets rather than in cash if the Board of Trustees determines
it is in the best interests of a fund.

(small solid bullet) You will not receive interest on amounts
represented by uncashed redemption checks.

(small solid bullet) Unless otherwise instructed, Fidelity will send a
check to the record address.

If you have certificates for your shares, you must submit them to
Fidelity when you sell your shares. Call Fidelity for specific
instructions. The funds currently do not issue share certificates.

KEY INFORMATION

Automatically (small solid bullet) Use
Fidelity Advisor Systematic
Exchange Program to exchange
to Class A or Class T of a
Fidelity Advisor fund.

(small solid bullet) Use
Fidelity Advisor Systematic
Withdrawal Program to set up
periodic redemptions from
your Class O account.

Phone (small solid bullet) Call
your investment professional
or call Fidelity at the
appropriate number found in
"General Information" to
initiate a wire transaction
or to request a check for
your redemption.

(small solid bullet) Exchange
to other Fidelity funds or
to Class A or Class T of a
Fidelity Advisor fund. Call
your investment professional
or call Fidelity at the
appropriate number found in
"General Information."

Mail Fidelity Investments Individual, Joint Tenants,
P.O. Box 770002 Cincinnati, Sole Proprietorship, UGMA/UTMA
OH 45277-0081 (small solid bullet) Send a
letter of instruction to the
address at left, including
your name, the fund's name,
the applicable class name,
your fund account number,
and the dollar amount or
number of shares to be sold.
The letter of instruction
must be signed by all
persons required to sign for
transactions, exactly as
their names appear on the
account.

Retirement account
(small solid bullet) The
account owner should
complete a retirement
distribution form. Call your
investment professional or
call Fidelity at the
appropriate number found in
"General Information" to
request one.

Trusts
(small solid bullet) Send a
letter of instruction to the
address at left, including
the trust's name, the fund's
name, the applicable class
name, the trust's fund
account number, and the
dollar amount or number of
shares to be sold. The
trustee must sign the letter
of instruction indicating
capacity as trustee. If the
trustee's name is not in the
account registration,
provide a copy of the trust
document certified within
the last 60 days.

Business or Organization
(small solid bullet) Send a
letter of instruction to the
address at left, including
the firm's name, the fund's
name, the applicable class
name, the firm's fund
account number, and the
dollar amount or number of
shares to be sold. At least
one person authorized by
corporate resolution to act
on the account must sign the
letter of instruction.

(small solid bullet) Include
a corporate resolution with
corporate seal or a
signature guarantee.

Executor, Administrator,
Conservator, Guardian
(small solid bullet) Call
your investment professional
or call Fidelity at the
appropriate number found in
"General Information" for
instructions.

In Person Individual, Joint Tenants,
Sole Proprietorship, UGMA/UTMA
(small solid bullet) Bring a
letter of instruction to
your investment
professional. The letter of
instruction must be signed
by all persons required to
sign for transactions,
exactly as their names
appear on the account.

Retirement account
(small solid bullet) The
account owner should
complete a retirement
distribution form. Visit
your investment professional
to request one.

Trust
(small solid bullet) Bring a
letter of instruction to
your investment
professional. The trustee
must sign the letter of
instruction indicating
capacity as trustee. If the
trustee's name is not in the
account registration,
provide a copy of the trust
document certified within
the last 60 days.

Business or Organization
(small solid bullet) Bring a
letter of instruction to
your investment
professional. At least one
person authorized by
corporate resolution to act
on the account must sign the
letter of instruction.

(small solid bullet) Include
a corporate resolution with
corporate seal or a
signature guarantee.

Executor, Administrator,
Conservator, Guardian
(small solid bullet) Visit
your investment professional
for instructions.

EXCHANGING SHARES

An exchange involves the redemption of all or a portion of the shares
of one fund and the purchase of shares of another fund.

As a shareholder, you have the privilege of exchanging shares of a
fund for shares of other Fidelity funds including Class A or Class T
of the Fidelity Advisor funds at NAV. The exchange privilege is
available only to those who have completed or terminated a Plan and
received shares of the fund directly.

However, you should note the following policies and restrictions
governing exchanges:

(small solid bullet) The fund or class you are exchanging into must be
available for sale in your state.

(small solid bullet) You may exchange only between accounts that are
registered in the same name, address, and taxpayer identification
number.

(small solid bullet) Before exchanging into a fund or class, read its
prospectus.

(small solid bullet) Exchanges may have tax consequences for you.

(small solid bullet) Each fund may temporarily or permanently
terminate the exchange privilege of any investor who makes more than
four exchanges out of the fund per calendar year. Accounts under
common ownership or control will be counted together for purposes of
the four exchange limit.

(small solid bullet) The exchange limit may be modified for accounts
held by certain institutional retirement plans to conform to plan
exchange limits and Department of Labor regulations. See your plan
materials for further information.

(small solid bullet) Each fund may refuse exchange purchases by any
person or group if, in FMR's judgment, the fund would be unable to
invest the money effectively in accordance with its investment
objective and policies, or would otherwise potentially be adversely
affected.

The funds may terminate or modify the exchange privileges in the
future.

Other funds may have different exchange restrictions, and may impose
trading fees of up to 3.00% of the amount exchanged. Check each fund's
prospectus for details.

ACCOUNT FEATURES AND POLICIES

FEATURES

The following shareholder services are applicable only to those
shareholders who have completed or terminated a Plan and hold shares
of a fund directly.

AUTOMATIC WITHDRAWAL PROGRAMS. Fidelity offers convenient services
that let you automatically transfer money between accounts or out of
your account. Automatic withdrawal or exchange programs can be a
convenient way to provide a consistent income flow or to move money
between your investments.

<TABLE>
<CAPTION>
<S> <C> <C> <C>
FIDELITY ADVISOR SYSTEMATIC
EXCHANGE PROGRAM TO MOVE
MONEY FROM CLASS O TO CLASS
A OR CLASS T OF A FIDELITY
ADVISOR FUND.

MINIMUM FREQUENCY PROCEDURES
$100 Monthly, quarterly, (small solid bullet) To set
semi-annually, or annually up, call your investment
professional or call
Fidelity at the appropriate
number found in "General
Information" after both
accounts are opened.

(small solid bullet) To make
changes, call your
investment professional or
call Fidelity at the
appropriate number found in
"General Information." Call
at least 2 business days
prior to your next scheduled
exchange date.

(small solid bullet) The
account from which the
exchanges are to be
processed must have a
minimum balance of $10,000.
The account into which the
exchange is being processed
must have a minimum balance
of $1,000.

</TABLE>

FIDELITY ADVISOR SYSTEMATIC
WITHDRAWAL PROGRAM TO SET UP
PERIODIC REDEMPTIONS FROM
YOUR CLASS O ACCOUNT TO YOU
OR TO YOUR BANK CHECKING
ACCOUNT.

MINIMUM MAXIMUM FREQUENCY PROCEDURES
$100 $50,000 MONTHLY, QUARTERLY, OR (small solid bullet) Accounts
SEMI-ANNUALLY with a value of $10,000 or
more in CLASS O shares are
eligible for this program.

(small solid bullet) To set
up, call your investment
professional or call
Fidelity at the appropriate
number found in "General
Information" for instructions.

(small solid bullet) To make
changes, call your
investment professional or
call Fidelity at the
appropriate number found in
"General Information." Call
at least 10 business days
prior to your next scheduled
withdrawal date.

OTHER FEATURES. The following other features are also available to buy
and sell shares of the funds.

WIRE
TO SELL SHARES VIA THE FEDERAL RESERVE WIRE SYSTEM.

(small solid bullet) You must sign up for the Wire feature before
using it.

(small solid bullet) Call your investment professional or call
Fidelity at the appropriate number found in "General Information"
before your first use to verify that this feature is set up on your
account.

(small solid bullet) To sell shares by wire, you must designate the
U.S. commercial bank account(s) into which you wish the redemption
proceeds deposited.

(small solid bullet) To add the wire feature or to change the bank
account designated to receive redemption proceeds at any time prior to
making a redemption request, you should send a letter of instruction,
including a signature guarantee, to your investment professional or to
Fidelity at the address found in "General Information."

POLICIES

The following policies apply to you as a shareholder.

STATEMENTS AND REPORTS that Fidelity sends to you include the
following:

(small solid bullet) Confirmation statements (after transactions
affecting your account balance except reinvestment of distributions in
the fund and certain transactions through automatic withdrawal
programs).

(small solid bullet) Monthly or quarterly account statements
(detailing account balances and all transactions completed during the
prior month or quarter).

(small solid bullet) Financial reports (every six months).

To reduce expenses, only one copy of most financial reports and
prospectuses will be mailed, even if you have more than one account in
a fund. Call Fidelity at _____ if you need additional copies of
financial reports or prospectuses.

You may initiate many TRANSACTIONS BY TELEPHONE OR ELECTRONICALLY.
Fidelity will not be responsible for any losses resulting from
unauthorized transactions if it follows reasonable security procedures
designed to verify the identity of the investor. Fidelity will request
personalized security codes or other information, and may also record
calls. For transactions conducted through the Internet, Fidelity
recommends the use of an Internet browser with 128-bit encryption. You
should verify the accuracy of your confirmation statements immediately
after you receive them. If you do not want the ability to sell and
exchange by telephone, call Fidelity for instructions. Additional
documentation may be required from corporations, associations, and
certain fiduciaries.

When you sign your ACCOUNT APPLICATION, you will be asked to certify
that your social security or taxpayer identification number is correct
and that you are not subject to 31% backup withholding for failing to
report income to the IRS. If you violate IRS regulations, the IRS can
require a fund to withhold 31% of your taxable distributions and
redemptions.

Fidelity may charge a FEE FOR CERTAIN SERVICES, such as providing
historical account documents.

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

Each fund earns dividends, interest, and other income from its
investments, and distributes this income (less expenses) to
shareholders as dividends. Each fund also realizes capital gains from
its investments, and distributes these gains (less any losses) to
shareholders as capital gain distributions.

Each fund normally pays dividends and capital gain distributions in
December.

DISTRIBUTION OPTIONS

The following distribution options are applicable only to those
shareholders who have completed or terminated a Plan and hold shares
of the funds directly.

When you open an account, specify on your application how you want to
receive your distributions. The following options may be available for
Class O's distributions:

1. REINVESTMENT OPTION. Your dividends and capital gain distributions
will be automatically reinvested in additional Class O shares of the
fund. If you do not indicate a choice on your application, you will be
assigned this option.

2. INCOME-EARNED OPTION. Your capital gain distributions will be
automatically reinvested in additional Class O shares of the fund.
Your dividends will be paid in cash.

3. CASH OPTION. Your dividends and capital gain distributions will be
paid in cash.

Not all distribution options are available for every account. If you
want to change your current option, contact your investment
professional directly or call Fidelity.

If you elect to receive distributions paid in cash by check and the
U.S. Postal Service does not deliver your checks, your distribution
option may be converted to the Reinvestment Option. You will not
receive interest on amounts represented by uncashed distribution
checks.

TAX CONSEQUENCES

As with any investment, your investment in a fund could have tax
consequences for you. If you are not investing through a
tax-advantaged retirement account, you should consider these tax
consequences.

TAXES ON DISTRIBUTIONS. Distributions you receive from each fund are
subject to federal income tax, and may also be subject to state or
local taxes.

For federal tax purposes, each fund's dividends and distributions of
short-term capital gains are taxable to you as ordinary income. Each
fund's distributions of long-term capital gains are taxable to you
generally as capital gains.

If you buy shares when a fund has realized but not yet distributed
income or capital gains, you will be "buying a dividend" by paying the
full price for the shares and then receiving a portion of the price
back in the form of a taxable distribution.

Any taxable distributions you receive from a fund will normally be
taxable to you when you receive them, regardless of your distribution
option.

TAXES ON TRANSACTIONS. Your redemptions, including exchanges, may
result in a capital gain or loss for federal tax purposes. A capital
gain or loss on your investment in a fund is the difference between
the cost of your shares and the price you receive when you sell them.

FUND SERVICES

FUND MANAGEMENT

Each fund is a mutual fund, an investment that pools shareholders'
money and invests it toward a specified goal.

FMR is each fund's manager.

As of __, FMR had approximately $__ billion in discretionary assets
under management.

As the manager, FMR is responsible for choosing each fund's
investments and handling its business affairs.

Affiliates assist FMR with foreign investments:

(small solid bullet) Fidelity Management & Research (U.K.) Inc. (FMR
U.K.), in London, England, serves as a sub-adviser for each fund. FMR
U.K. was organized in 1986 to provide investment research and advice
to FMR. Currently, FMR U.K. provides investment research and advice on
issuers based outside the United States and may also provide
investment advisory services for Destiny I and Destiny II.

(small solid bullet) Fidelity Management & Research Far East Inc. (FMR
Far East), in Tokyo, Japan, serves as a sub-adviser for each fund. FMR
Far East was organized in 1986 to provide investment research and
advice to FMR. Currently, FMR Far East provides investment research
and advice on issuers based outside the United States and may also
provide investment advisory services for Destiny I and Destiny II.

A fund could be adversely affected if the computer systems used by FMR
and other service providers do not properly process and calculate
date-related information from and after January 1, 2000. FMR has
advised each fund that it is actively working on necessary changes to
its computer systems and expects that its systems, and those of other
major service providers, will be modified prior to January 1, 2000.
However, there can be no assurance that there will be no adverse
impact on a fund.

George Vanderheiden is vice president and manager of Destiny I which
he has managed since 1980. He also manages other Fidelity funds. Mr.
Vanderheiden is a member of the Board of Directors for FMR Corp. He
joined Fidelity in 1971.

Beth Terrana is senior vice president and manager of Destiny II, which
she has managed since June 1998. She also manages other Fidelity
funds. Since joining Fidelity in 1983, Ms. Terrana has worked as an
analyst, portfolio assistant and manager.

From time to time a manager, analyst, or other Fidelity employee may
express views regarding a particular company, security, industry or
market sector. The views expressed by any such person are the views of
only that individual as of the time expressed and do not necessarily
represent the views of Fidelity or any other person in the Fidelity
organization. Any such views are subject to change at any time based
upon market or other conditions and Fidelity disclaims any
responsibility to update such views. These views may not be relied on
as investment advice and, because investment decisions for a Fidelity
fund are based on numerous factors, may not be relied on as an
indication of trading intent on behalf of any Fidelity fund.

Fidelity investment personnel may invest in securities for their own
investment accounts pursuant to a code of ethics that establishes
procedures for personal investing and restricts certain transactions.

Each fund pays a management fee to FMR. The management fee is
calculated and paid to FMR every month. The fee is determined by
calculating a basic fee and then applying a performance adjustment.
The performance adjustment decreases the management fee if a fund has
performed worse than the S&P 500. After December 31, 2000, no
performance adjustment will be applied to the basic fee.

The basic fee is calculated by adding a group fee rate to an
individual fund fee rate, dividing by twelve, and multiplying the
result by a fund's average net assets throughout the month.

The group fee rate is based on the average net assets of all the
mutual funds advised by FMR. This rate cannot rise above 0.52%, and it
drops as total assets under management increase.

For September 1999, the group fee rate was __% for Destiny I and the
group fee rate was ___% for Destiny II. The individual fund fee rate
is 0.17% for Destiny I and 0.30% for Destiny II.

The basic fee for Destiny I and Destiny II for the fiscal year ended
September 30, 1999 was __% and __%, respectively, of the fund's
average net assets.

The performance adjustment rate is calculated monthly by comparing
over the performance period Destiny I's and Destiny II's performance
to that of the S&P 500.

For Destiny I and Destiny II, the performance period is the most
recent 36-month period.

The performance adjustment rate is divided by twelve and multiplied by
the fund's average net assets throughout the month, and the resulting
dollar amount is then subtracted from the basic fee if Class O's
performance is worse than that of the S&P 500. The maximum annualized
performance adjustment rate is -0.24% of the fund's average net assets
up to and including $100,000,000 and -0.20% of the fund's average net
assets in excess of $100,000,000 over the performance period.

The total management fee for the fiscal year ended September 30, 1999,
was __% of the fund's average net assets for Destiny I and __% of the
fund's average net assets for Destiny II.

FMR pays FMR U.K. and FMR Far East for providing assistance with
investment advisory services.

FMR may, from time to time, agree to reimburse a class for management
fees and other expenses above a specified limit. FMR retains the
ability to be repaid by a class if expenses fall below the specified
limit prior to the end of the fiscal year. Reimbursement arrangements,
which may be terminated by FMR at any time, can decrease a class's
expenses and boost its performance.

As of September 30, 1999, approximately __% and __% of [Destiny
I's/Destiny II's] total outstanding shares, respectively, were held by
[FMR/FMR and [an] FMR affiliate[s]/[an] FMR affiliate[s]].].

FUND DISTRIBUTION

Each fund is composed of multiple classes of shares. All classes of a
fund have a common investment objective and investment portfolio.

FDC distributes Class O's shares.

Class O of each fund has adopted a Distribution and Service Plan
pursuant to Rule 12b-1 under the Investment Company Act of 1940 that
recognizes that FMR may use its management fee revenues, as well as
its past profits or its resources from any other source, to pay FDC
for expenses incurred in connection with providing services intended
to result in the sale of Class O shares and/or shareholder support
services. FMR, directly or through FDC, may pay intermediaries, such
as banks, broker-dealers and other service-providers, that provide
those services. Currently, the Board of Trustees of each fund has
authorized such payments for Class O.

To receive payments made pursuant to a Distribution and Service Plan,
intermediaries must sign the appropriate agreement with FDC in
advance.

FMR may allocate brokerage transactions in a manner that takes into
account the sale of shares of the Destiny Portfolios, provided that
the fund receives brokerage services and commission rates comparable
to those of other broker-dealers.

No dealer, sales representative, or any other person has been
authorized to give any information or to make any representations,
other than those contained in this prospectus and in the related
statement of additional information (SAI), in connection with the
offer contained in this prospectus. If given or made, such other
information or representations must not be relied upon as having been
authorized by the funds or FDC. This prospectus and the related SAI do
not constitute an offer by the funds or by FDC to sell shares of the
funds to or to buy shares of the funds from any person to whom it is
unlawful to make such offer.

APPENDIX

FINANCIAL HIGHLIGHTS

The financial highlights tables are intended to help you understand
Class O's financial history for the past 5 years. Certain information
reflects financial results for a single class share. The total returns
in the tables represent the rate that an investor would have earned
(or lost) on an investment in the fund (assuming reinvestment of all
dividends and distributions). This information has been audited by
________, independent accountants, whose reports, along with each
fund's financial highlights and financial statements, are included in
the funds' annual report. A free copy of the annual report is
available upon request.

[Financial Highlights to be filed by subsequent amendment.]

You can obtain additional information about the funds. The funds' SAI
includes more detailed information about each fund and its
investments. The SAI is incorporated herein by reference (legally
forms a part of the prospectus). Each fund's annual and semi-annual
reports include a discussion of the fund's holdings and recent market
conditions and the fund's investment strategies that affected
performance.

For a free copy of any of these documents or to request other
information or ask questions about a fund, call Fidelity at _____.

The SAI, the funds' annual and semi-annual reports and other related
materials are available on the SEC's Internet Web site
(http://www.sec.gov). You can obtain copies of this information upon
paying a duplicating fee, by writing the Public Reference Section of
the SEC, Washington, D.C. 20549-6009. You can also review and copy
information about the funds, including the funds' SAI, at the SEC's
Public Reference Room in Washington, D.C. Call 1-800-SEC-0330 for
information on the operation of the SEC's Public Reference Room.

INVESTMENT COMPANY ACT OF 1940, FILE NUMBER, 811-1796

Fidelity Investments & (Pyramid) Design, Fidelity and Fidelity
Investments are registered trademarks of FMR Corp.

The third party marks appearing above are the marks of their
respective owners.

1.476237.102. DES-pro-1199

FIDELITY
DESTINY PORTFOLIOS
DESTINY I-CLASS N
(fund 395, cusip # 316127307)
DESTINY II-CLASS N
(fund 396, cusip # 316127406)

You may buy shares of Class N of each fund through Fidelity Systematic
Investment Plans: Destiny Plans I: N and Destiny Plans II: N (the
"Plans" or a "Plan"), a unit investment trust. Details of the Plans,
including the Creation and Sales Charges, are discussed in the
prospectus for the Plans. The effects of the Plans' Creation and Sales
Charges are not addressed in this prospectus. Prospective investors
should read this prospectus in conjunction with the Plans' prospectus.
Shares of Class N of each fund may also be purchased by a particular
retirement plan.

PROSPECTUS
NOVEMBER 26, 1999

(fidelity_logo_graphic)
82 Devonshire Street, Boston, MA 02109

CONTENTS

FUND SUMMARY 2 INVESTMENT SUMMARY

3 PERFORMANCE

4 FEE TABLE

FUND BASICS 6 INVESTMENT DETAILS

7 VALUING SHARES

SHAREHOLDER INFORMATION 7 BUYING AND SELLING SHARES

12 EXCHANGING SHARES

12 ACCOUNT FEATURES AND POLICIES

14 DIVIDENDS AND CAPITAL GAIN
DISTRIBUTIONS

14 TAX CONSEQUENCES

FUND SERVICES 15 FUND MANAGEMENT

15 FUND DISTRIBUTION

APPENDIX 16 FINANCIAL HIGHLIGHTS

FUND SUMMARY

INVESTMENT SUMMARY

INVESTMENT OBJECTIVE

DESTINY I PORTFOLIO seeks capital growth.

PRINCIPAL INVESTMENT STRATEGIES

Fidelity Management & Research Company (FMR)'s principal investment
strategies include:

(small solid bullet) Normally investing primarily in common stocks.

(small solid bullet) Potentially investing in other types of
securities, including bonds which may be lower-quality debt
securities.

(small solid bullet) Investing in domestic and foreign issuers.

(small solid bullet) Investing in either "growth" stocks or "value"
stocks or both.

(small solid bullet) Using fundamental analysis of each issuer's
financial condition and industry position and market and economic
conditions to select investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a debt security to decrease.

An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.

When you sell your shares of the fund, they could be worth more or
less than what you paid for them.

INVESTMENT OBJECTIVE

DESTINY II PORTFOLIO seeks capital growth.

PRINCIPAL INVESTMENT STRATEGIES

FMR's principal investment strategies include:

(small solid bullet) Normally investing primarily in common stocks.

(small solid bullet) Potentially investing in other types of
securities, including bonds which may be lower-quality debt
securities.

(small solid bullet) Investing in domestic and foreign issuers.

(small solid bullet) Investing in either "growth" stocks or "value"
stocks or both.

(small solid bullet) Using fundamental analysis of each issuer's
financial condition and industry position and market and economic
conditions to select investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a debt security to decrease.

An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.

When you sell your shares of the fund, they could be worth more or
less than what you paid for them.

PERFORMANCE

Performance history will be available for Class N after Class N has
been in operation for one calendar year.

Standard & Poor's 500 Index (S&P 500(registered trademark)) is a
market capitalization-weighted index of common stocks.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
YEAR-BY-YEAR RETURNS

DESTINY I - CLASS O

Calendar Years 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998

% % % % % % % % % %

</TABLE>

[RETURNS SHOWN ABOVE ARE FOR CLASS O, WHICH IS NOT OFFERED IN THIS
PROSPECTUS. CLASS O WOULD HAVE SUBSTANTIALLY SIMILAR ANNUAL RETURNS
BECAUSE THE SHARES ARE INVESTED IN THE SAME PORTFOLIO OF SECURITIES
AND THE ANNUAL RETURNS WOULD DIFFER ONLY TO THE EXTENT THAT CLASS O
AND CLASS N HAVE DIFFERENT EXPENSES.]

THE YEAR-TO-DATE RETURN AS OF SEPTEMBER 30, 1999 FOR CLASS O OF
DESTINY I WAS __%.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
DESTINY II - CLASS O

Calendar Years 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998

% % % % % % % % % %

</TABLE>

THE YEAR-TO-DATE RETURN AS OF SEPTEMBER 30, 1999 FOR CLASS O OF
DESTINY II WAS __%.

AVERAGE ANNUAL RETURNS

For the periods ended Past 1 year Past 5 years Past 10 years
December 31, 1998

Destiny I-Class O % % %

Standard & Poor's 500 Index % % %

Lipper Growth Funds Average % % %

Destiny II-Class O % % %

Standard & Poor's 500 Index % % %

Lipper Growth Funds Average % % %

[If FMR had not reimbursed certain class expenses during these
periods, Class O's returns would have been lower.]

Standard & Poor's 500 Index (S&P 500(registered trademark)) is a
market capitalization-weighted index of common stocks.

The Lipper Funds Average reflects the performance (excluding sales
charges) of mutual funds with similar objectives.

FEE TABLE

The following table describes the fees and expenses that are incurred
when you buy, hold, or sell Class N shares of a fund. [The annual
class operating expenses provided below for Class N are based on
historical expenses, adjusted to reflect current fees.] [The annual
class operating expenses provided below for Class N do not reflect the
effect of any [expense reimbursements] [[or] reduction of certain
expenses] during the period.] [The annual class operating expenses
provided below for Class N are based on historical expenses.] [The
annual class operating expenses provided below for Class N are based
on estimated expenses.]

SHAREHOLDER FEES (PAID BY THE INVESTOR DIRECTLY)

Class N

Sales charge (load) on None
purchases and reinvested
distributions

Deferred sales charge (load) None
on redemptions

ANNUAL CLASS OPERATING EXPENSES (PAID FROM CLASS ASSETS)

Class N

DESTINY I Management fee %

Distribution and Service 0.25%
(12b-1) fee (including 0.25%
Service fee)

Other expenses %

Total annual class operating %
expenses

DESTINY II Management fee %

Distribution and Service 0.25%
(12b-1) fee (including 0.25%
Service fee)

Other expenses %

Total annual class operating %
expenses

Long-term shareholders may pay more than the economic equivalent of
the maximum sales charges permitted by the National Association of
Securities Dealers, Inc., due to 12b-1 fees.

[A portion of the brokerage commissions that a fund pays is used to
reduce that fund's expenses. [In addition,] [[E/e]ach fund has entered
into arrangements with its custodian and transfer agent whereby
credits realized as a result of uninvested cash balances are used to
reduce custodian and transfer agent expenses. [Including [this/these]
reduction[s], the total Class N operating expenses [, after
reimbursement [for [Name(s) of Fund(s) in reimbursement]],] would have
been __% [for [Fund Name] and __% for [Fund Name]].]]

This EXAMPLE helps you compare the cost of investing in the funds with
the cost of investing in other mutual funds.

Let's say, hypothetically, that Class N's annual return is 5% and that
your shareholder fees and Class N's annual operating expenses are
exactly as described in the fee table. This example illustrates the
effect of fees and expenses, but is not meant to suggest actual or
expected fees and expenses or returns, all of which may vary. For
every $10,000 you invested, here's how much you would pay in total
expenses if you close your account after the number of years
indicated:

Class N

DESTINY I 1 year $

3 years $

5 years $

10 years $

DESTINY II 1 year $

3 years $

5 years $

10 years $

FUND BASICS

INVESTMENT DETAILS

INVESTMENT OBJECTIVE

DESTINY I PORTFOLIO seeks capital growth.

PRINCIPAL INVESTMENT STRATEGIES

FMR normally invests the fund's assets primarily in common stocks. FMR
may also invest the fund's assets in other types of securities,
including bonds which may be lower-quality debt securities.

FMR may invest the fund's assets in securities of foreign issuers in
addition to securities of domestic issuers.

FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.

INVESTMENT OBJECTIVE

DESTINY II PORTFOLIO seeks capital growth.

PRINCIPAL INVESTMENT STRATEGIES

FMR normally invests the fund's assets primarily in common stocks. FMR
may also invest the fund's assets in other types of securities,
including bonds which may be lower-quality debt securities.

FMR may invest the fund's assets in securities of foreign issuers in
addition to securities of domestic issuers.

FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.

DESCRIPTION OF PRINCIPAL SECURITY TYPES

PRINCIPAL INVESTMENT RISKS

The following factors can significantly affect a fund's performance:

FUNDAMENTAL INVESTMENT POLICIES

The policies discussed below are fundamental, that is, subject to
change only by shareholder approval.

DESTINY I seeks capital growth.

DESTINY II seeks capital growth.

VALUING SHARES

Each fund is open for business each day the New York Stock Exchange
(NYSE) is open.

A class's net asset value per share (NAV) is the value of a single
share. Fidelity(registered trademark) normally calculates Class N's
NAV as of the close of business of the NYSE, normally 4:00 p.m.
Eastern time. However, NAV may be calculated earlier if trading on the
NYSE is restricted or as permitted by the Securities and Exchange
Commission (SEC). Each fund's assets are valued as of this time for
the purpose of computing Class N's NAV.

SHAREHOLDER INFORMATION

BUYING AND SELLING SHARES

GENERAL INFORMATION

For account, product and service information, please use the following
phone numbers:

(small solid bullet) Nationally (toll-free), 1-800-433-0734 (8:30 a.m.
- - 7:00 p.m. Eastern time, Monday through Friday).

(small solid bullet) In Alaska or Overseas (call collect),
1-617-328-5000 (8:00 a.m. - 6:00 p.m. Eastern time, Monday through
Friday).

Please use the following address:

SELLING SHARES

Fidelity Investments(registered trademark)
P.O. Box 770002
Cincinnati, OH 45277-0081

Overnight Express
Fidelity Investments
2300 Litton Lane - KH2A
Hebron, KY 41048

You may buy or sell Class N shares of the funds through a retirement
account or sell Class N shares through an investment professional.
When you invest through a retirement account or an investment
professional, the procedures for buying, selling, and exchanging Class
N shares of a fund and the account features and policies may differ.
Additional fees may also apply to your investment in Class N shares of
a fund, including a transaction fee if you buy or sell Class N shares
of the fund through a broker or other investment professional.

Certain methods of contacting Fidelity, such as by telephone, may be
unavailable or delayed (for example, during periods of unusual market
activity).

BUYING SHARES

The price to buy one share of Class N is the class's NAV. Class N
shares are sold without a sales charge.

Your shares will be bought at the next NAV calculated after your order
is received in proper form.

Each fund may stop offering shares completely or may offer shares only
on a limited basis, for a period of time or permanently.

KEY INFORMATION

PHONE TO OPEN AN ACCOUNT
(small solid bullet) Exchange
from another Fidelity fund.
Call Fidelity at the
appropriate number found in
"General Information."

TO ADD TO AN ACCOUNT
(small solid bullet) Exchange
from another Fidelity fund.
Call Fidelity at the
appropriate number found in
"General Information."

TO ADD TO AN ACCOUNT
(small solid bullet) Make
your check payable to the
complete name of the fund.
Indicate your fund account
number on your check and
mail to the address at left.
(small solid bullet) Exchange
from another Fidelity fund.
Send a letter of instruction
to the address at left,
including your name, the
funds' names, the fund
account numbers, and the
dollar amount or number of
shares to be exchanged.

WIRE TO OPEN AN ACCOUNT
(small solid bullet) Call
Fidelity at the appropriate
number found in "General
Information" to set up your
account and to arrange a
wire transaction.

TO ADD TO AN ACCOUNT
(small solid bullet) Call
Fidelity at the appropriate
number found in "General
Information" for instructions.

SELLING SHARES

The following discussion relates only to those investors who hold
shares of the funds directly.

The price to sell one share of Class N is the class's NAV.

Your shares will be sold at the next NAV calculated after your order
is received in proper form.

It is the responsibility of your investment professional to transmit
your order to sell shares to Fidelity before the close of business on
the day you place your order.

(small solid bullet) You wish to sell more than $100,000 worth of
shares;

(small solid bullet) Your account registration has changed within the
last 30 days;

(small solid bullet) The check is being mailed to a different address
than the one on your account (record address);

(small solid bullet) The check is being made payable to someone other
than the account owner; or

(small solid bullet) The redemption proceeds are being transferred to
a Fidelity account with a different registration.

When you place an order to sell shares, note the following:

(small solid bullet) Redemption proceeds may be paid in securities or
other assets rather than in cash if the Board of Trustees determines
it is in the best interests of a fund.

(small solid bullet) You will not receive interest on amounts
represented by uncashed redemption checks.

(small solid bullet) Unless otherwise instructed, Fidelity will send a
check to the record address.

If you have certificates for your shares, you must submit them to
Fidelity when you sell your shares. Call Fidelity for specific
instructions. The funds currently do not issue share certificates.

KEY INFORMATION

AUTOMATICALLY (small solid bullet) USE
FIDELITY ADVISOR SYSTEMATIC
EXCHANGE PROGRAM TO EXCHANGE
TO CLASS A OR CLASS T OF A
FIDELITY ADVISOR FUND.

(small solid bullet) USE
FIDELITY ADVISOR SYSTEMATIC
WITHDRAWAL PROGRAM TO SET UP
PERIODIC REDEMPTIONS FROM
YOUR CLASS N ACCOUNT.

Phone (small solid bullet) Call
YOUR INVESTMENT PROFESSIONAL
OR CALL Fidelity at the
appropriate number found in
"General Information" TO
INITIATE A WIRE TRANSACTION
OR to request a check for
your redemption.

(small solid bullet) Exchange
to CLASS A OR CLASS T OF A
Fidelity Advisor fund. Call
YOUR INVESTMENT PROFESSIONAL
OR CALL Fidelity at the
appropriate number found in
"General Information."

Mail FIDELITY INVESTMENTS Individual, Joint Tenants,
P.O. BOX 770002 CINCINNATI, Sole Proprietorship, UGMA/UTMA
OH 45277-0081 (small solid bullet) Send a
letter of instruction to the
address at left, including
your name, the fund's name,
THE APPLICABLE CLASS NAME,
your fund account number,
and the dollar amount or
number of shares to be sold.
The letter of instruction
must be signed by all
persons required to sign for
transactions, exactly as
their names appear on the
account.

RETIREMENT ACCOUNT
(small solid bullet) THE
ACCOUNT OWNER SHOULD
COMPLETE A RETIREMENT
DISTRIBUTION FORM. CALL YOUR
INVESTMENT PROFESSIONAL OR
CALL FIDELITY AT THE
APPROPRIATE NUMBER FOUND IN
"GENERAL INFORMATION" TO
REQUEST ONE.

Trusts
(small solid bullet) Send a
letter of instruction to the
address at left, including
the trust's name, the fund's
name, THE APPLICABLE CLASS
NAME, the trust's fund
account number, and the
dollar amount or number of
shares to be sold. The
trustee must sign the letter
of instruction indicating
capacity as trustee. If the
trustee's name is not in the
account registration,
provide a copy of the trust
document certified within
the last 60 days.

Business or Organization
(small solid bullet) Send a
letter of instruction to the
address at left, including
the firm's name, the fund's
name, THE APPLICABLE CLASS
NAME, the firm's fund
account number, and the
dollar amount or number of
shares to be sold. AT LEAST
ONE person authorized by
corporate resolution to act
on the account must sign the
letter of instruction.
(small solid bullet) Include
a corporate resolution with
corporate seal or a
signature guarantee.

Executor, Administrator,
Conservator, Guardian
(small solid bullet) Call
YOUR INVESTMENT PROFESSIONAL
OR CALL Fidelity at the
appropriate number found in
"General Information" for
instructions.

IN PERSON INDIVIDUAL, JOINT TENANTS,
SOLE PROPRIETORSHIP, UGMA/UTMA
(small solid bullet) BRING A
LETTER OF INSTRUCTION TO
YOUR INVESTMENT
PROFESSIONAL. THE LETTER OF
INSTRUCTION MUST BE SIGNED
BY ALL PERSONS REQUIRED TO
SIGN FOR TRANSACTIONS,
EXACTLY AS THEIR NAMES
APPEAR ON THE ACCOUNT.

RETIREMENT ACCOUNT
(small solid bullet) THE
ACCOUNT OWNER SHOULD
COMPLETE A RETIREMENT
DISTRIBUTION FORM. VISIT
YOUR INVESTMENT PROFESSIONAL
TO REQUEST ONE.

TRUST
(small solid bullet) BRING A
LETTER OF INSTRUCTION TO
YOUR INVESTMENT
PROFESSIONAL. THE TRUSTEE
MUST SIGN THE LETTER OF
INSTRUCTION INDICATING
CAPACITY AS TRUSTEE. IF THE
TRUSTEE'S NAME IS NOT IN THE
ACCOUNT REGISTRATION,
PROVIDE A COPY OF THE TRUST
DOCUMENT CERTIFIED WITHIN
THE LAST 60 DAYS.

BUSINESS OR ORGANIZATION
(small solid bullet) BRING A
LETTER OF INSTRUCTION TO
YOUR INVESTMENT
PROFESSIONAL. AT LEAST ONE
PERSON AUTHORIZED BY
CORPORATE RESOLUTION TO ACT
ON THE ACCOUNT MUST SIGN THE
LETTER OF INSTRUCTION.
(small solid bullet) INCLUDE
A CORPORATE RESOLUTION WITH
CORPORATE SEAL OR A

SIGNATURE GUARANTEE.
EXECUTOR, ADMINISTRATOR,
CONSERVATOR, GUARDIAN
(small solid bullet) VISIT
YOUR INVESTMENT PROFESSIONAL
FOR INSTRUCTIONS.

EXCHANGING SHARES

An exchange involves the redemption of all or a portion of the shares
of one fund and the purchase of shares of another fund.

As a shareholder, you have the privilege of exchanging shares of a
fund for Class A or Class T shares of the Fidelity Advisor funds at
NAV. The exchange privilege is available only to those who have
completed or terminated a Plan and received shares of the fund
directly.

However, you should note the following policies and restrictions
governing exchanges:

(small solid bullet) The fund or class you are exchanging into must be
available for sale in your state.

(small solid bullet) You may exchange only between accounts that are
registered in the same name, address, and taxpayer identification
number.

(small solid bullet) Before exchanging into a fund or class, read its
prospectus.

(small solid bullet) Exchanges may have tax consequences for you.

The funds may terminate or modify the exchange privilege in the
future.

Other funds may have different exchange restrictions, and may impose
trading fees of up to 3.00% of the amount exchanged. Check each fund's
prospectus for details.

ACCOUNT FEATURES AND POLICIES

FEATURES

The following shareholder services are applicable only to those
shareholders who have completed or terminated a Plan and hold shares
of a fund directly.

<TABLE>
<CAPTION>
<S> <C> <C> <C>
FIDELITY ADVISOR SYSTEMATIC
EXCHANGE PROGRAM TO MOVE
MONEY FROM CLASS N TO CLASS
A OR CLASS T OF A FIDELITY
ADVISOR FUND.

</TABLE>

FIDELITY ADVISOR SYSTEMATIC
WITHDRAWAL PROGRAM TO SET UP
PERIODIC REDEMPTIONS FROM
YOUR CLASS N ACCOUNT TO YOU
OR TO YOUR BANK CHECKING
ACCOUNT.

MINIMUM MAXIMUM FREQUENCY PROCEDURES
$100 $50,000 MONTHLY, QUARTERLY, OR (small solid bullet) Accounts
SEMI-ANNUALLY with a value of $10,000 or
more in CLASS N shares are
eligible for this program.

(small solid bullet) To set
up, call your investment
professional or call
Fidelity at the appropriate
number found in "General
Information" for instructions.

OTHER FEATURES. The following other features are also available to buy
and sell shares of the funds.

WIRE
TO SELL SHARES VIA THE FEDERAL RESERVE WIRE SYSTEM.

(small solid bullet) You must sign up for the Wire feature before
using it.

(small solid bullet) To sell shares by wire, you must designate the
U.S. commercial bank account(s) into which you wish the redemption
proceeds deposited.

POLICIES

The following policies apply to you as a shareholder.

STATEMENTS AND REPORTS that Fidelity sends to you include the
following:

(small solid bullet) Monthly or quarterly account statements
(detailing account balances and all transactions completed during the
prior month or quarter).

(small solid bullet) Financial reports (every six months).

Fidelity may charge a FEE FOR CERTAIN SERVICES, such as providing
historical account documents.

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

Each fund normally pays dividends and capital gain distributions in
December.

DISTRIBUTION OPTIONS

The following distribution options are applicable only to those
shareholders who have completed or terminated a Plan and hold shares
of the funds directly.

When you open an account, specify on your application how you want to
receive your distributions. The following options may be available for
Class N's distributions:

1. REINVESTMENT OPTION. Your dividends and capital gain distributions
will be automatically reinvested in additional Class N shares of the
fund. If you do not indicate a choice on your application, you will be
assigned this option.

2. INCOME-EARNED OPTION. Your capital gain distributions will be
automatically reinvested in additional Class N shares of the fund.
Your dividends will be paid in cash.

3. CASH OPTION. Your dividends and capital gain distributions will be
paid in cash.

Not all distribution options are available for every account. If you
want to change your current option, contact your investment
professional directly or call Fidelity.

TAX CONSEQUENCES

TAXES ON DISTRIBUTIONS. Distributions you receive from each fund are
subject to federal income tax, and may also be subject to state or
local taxes.

Any taxable distributions you receive from a fund will normally be
taxable to you when you receive them, regardless of your distribution
option.

FUND SERVICES

FUND MANAGEMENT

Each fund is a mutual fund, an investment that pools shareholders'
money and invests it toward a specified goal.

Fidelity Management & Research Company (FMR) is each fund's manager.