SUPPLEMENT TO THE FIDELITY DESTINY PORTFOLIOS: DESTINY I AND DESTINY
II
NOVEMBER 19, 1998 PROSPECTUS
SHAREHOLDER MEETING. On or about June 16, 1999, a meeting of the
shareholders of Fidelity Destiny Portfolios: Destiny I and Destiny II
will be held to approve various proposals, including a proposal to
amend each fund's management contract. Shareholders of record on April
19, 1999 are entitled to vote at the meeting. The proposed management
contract amendments include a proposal to eliminate the current
performance adjustment component of the management fee Fidelity
Management & Research Company (FMR) receives from each fund for
managing its investments and business affairs under each fund's
existing management contract. The proposed management contract also
modifies the management fee to provide for lower fees when FMR's
assets under management exceed certain levels, and allows FMR and the
trust, on behalf of the funds, to modify the management contract
subject to the requirements of the Investment Company Act of 1940.
For more detailed information concerning the proposals under
consideration, please contact Fidelity at 1-800-225-5270 to request a
free copy of the proxy statement.
