FIDELITY DESTINY PORTFOLIOS, N-30D, 1999-11-23

FIDELITY DESTINY PORTFOLIOS
N-30D, 1999-11-23

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FIDELITY(registered trademark)
DESTINY
PORTFOLIOS:
DESTINY I - CLASS O
DESTINY II - CLASS O

Annual Report
September 30, 1999

FIDELITY
DESTINY
PORTFOLIOS:

DESTINY I - CLASS O
DESTINY II - CLASS O

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 (DESTINY I)
Beth Terrana, VICE PRESIDENT (DESTINY II)
Eric D. Roiter, SECRETARY
Richard A. Silver, TREASURER
Matthew N. Karstetter, DEPUTY TREASURER
John H. Costello, 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 *
Robert C. Pozen
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-1199
1.537812.102

* INDEPENDENT TRUSTEES

(recycle logo) Printed on recycled paper
6i-87945

CONTENTS

ANNUAL REPORT

PERFORMANCE A-2 How the funds have done over
time.

FUND TALK A-5 The managers' review of the
funds' performance,
strategy and outlook.

INVESTMENT CHANGES A-11 A summary of major shifts in
the funds' investments over
the past six months.

DESTINY I

INVESTMENTS A-12 A complete list of the fund's
investments with their
market values.

FINANCIAL STATEMENTS A-18 Statements of assets and
liabilities, operations, and
changes in net assets, as
well as financial highlights.

DESTINY II

INVESTMENTS A-23 A complete list of the fund's
investments with their
market values.

FINANCIAL STATEMENTS A-29 Statements of assets and
liabilities, operations, and
changes in net assets, as
well as financial highlights.

NOTES A-34 Notes to the financial
statements.

INDEPENDENT AUDITORS' REPORT A-41 The auditors' opinion

DISTRIBUTIONS A-42

OF SPECIAL NOTE A-43

PROXY VOTING RESULTS A-44

Standard & Poor's, S&P and S&P 500 are registered service marks of The
McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity
Distributors Corporation.

Other third party marks appearing herein are the property of their
respective owners.

All other marks appearing herein are registered or unregistered
trademarks or service marks of FMR Corp. or an affiliated company.

(recycle logo) THIS REPORT IS PRINTED ON RECYCLED PAPER USING
SOY-BASED INKS.

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: CLASS O
PERFORMANCE: THE BOTTOM LINE

$10,000 OVER 10 YEARS
Destiny I - CL O S&P 500
00006 SP001
1989/09/30 10000.00 10000.00
1989/10/31 9663.30 9768.00
1989/11/30 9710.44 9967.27
1989/12/31 9654.19 10206.48
1990/01/31 9076.65 9521.63
1990/02/28 9269.16 9644.46
1990/03/31 9468.81 9900.03
1990/04/30 9162.21 9652.53
1990/05/31 10174.69 10593.65
1990/06/30 10153.30 10521.62
1990/07/31 9868.09 10487.95
1990/08/31 8857.57 9539.84
1990/09/30 8260.60 9075.25
1990/10/31 8200.90 9036.22
1990/11/30 8902.35 9619.96
1990/12/31 9350.08 9888.36
1991/01/31 10357.47 10319.49
1991/02/28 11073.83 11057.34
1991/03/31 11335.01 11324.93
1991/04/30 11476.79 11352.11
1991/05/31 12163.31 11842.52
1991/06/30 11364.86 11300.13
1991/07/31 12118.53 11826.72
1991/08/31 12529.68 12107.01
1991/09/30 12318.37 11904.82
1991/10/31 12263.59 12064.35
1991/11/30 11512.28 11578.15
1991/12/31 12989.22 12902.69
1992/01/31 13129.60 12662.70
1992/02/29 13608.54 12827.32
1992/03/31 13303.01 12577.19
1992/04/30 13781.95 12946.96
1992/05/31 13897.55 13010.40
1992/06/30 13658.08 12816.54
1992/07/31 14211.34 13340.74
1992/08/31 13834.57 13067.25
1992/09/30 13973.94 13221.45
1992/10/31 13890.32 13267.72
1992/11/30 14559.28 13720.15
1992/12/31 14957.38 13888.91
1993/01/31 15419.27 14005.57
1993/02/28 15468.41 14196.05
1993/03/31 16234.95 14495.59
1993/04/30 16333.23 14144.79
1993/05/31 16795.12 14523.87
1993/06/30 16922.87 14565.99
1993/07/31 17139.08 14507.73
1993/08/31 17729.53 15057.57
1993/09/30 17729.53 14941.63
1993/10/31 18381.50 15250.92
1993/11/30 18265.83 15106.04
1993/12/31 18908.98 15288.82
1994/01/31 20112.58 15808.64
1994/02/28 19808.87 15380.23
1994/03/31 18875.23 14709.65
1994/04/30 19437.66 14897.93
1994/05/31 19583.90 15142.26
1994/06/30 19032.71 14771.27
1994/07/31 19662.64 15255.77
1994/08/31 20551.28 15881.26
1994/09/30 19910.11 15492.17
1994/10/31 20348.80 15840.74
1994/11/30 19651.39 15263.82
1994/12/31 19746.52 15490.18
1995/01/31 19935.74 15891.84
1995/02/28 20611.53 16511.15
1995/03/31 21192.71 16998.39
1995/04/30 21990.14 17498.99
1995/05/31 23017.33 18198.43
1995/06/30 23801.25 18621.18
1995/07/31 24652.74 19238.66
1995/08/31 24868.99 19286.95
1995/09/30 25382.59 20100.85
1995/10/31 25585.33 20029.09
1995/11/30 26315.18 20908.37
1995/12/31 27042.90 21311.07
1996/01/31 27547.97 22036.50
1996/02/29 27446.96 22240.77
1996/03/31 27374.81 22454.95
1996/04/30 27894.31 22785.94
1996/05/31 28500.39 23373.59
1996/06/30 28702.42 23462.64
1996/07/31 27822.15 22426.06
1996/08/31 28053.04 22899.03
1996/09/30 29452.81 24187.79
1996/10/31 30578.40 24854.88
1996/11/30 32901.72 26733.66
1996/12/31 32058.19 26204.07
1997/01/31 33626.69 27841.30
1997/02/28 33930.78 28059.58
1997/03/31 32186.23 26906.61
1997/04/30 33802.74 28512.93
1997/05/31 35979.43 30248.80
1997/06/30 37131.80 31603.95
1997/07/31 39948.69 34118.67
1997/08/31 38508.24 32207.35
1997/09/30 40140.75 33971.34
1997/10/31 39324.50 32836.70
1997/11/30 40748.95 34356.71
1997/12/31 41972.01 34946.61
1998/01/31 42131.80 35333.12
1998/02/28 44848.27 37881.35
1998/03/31 46304.15 39821.25
1998/04/30 46215.37 40221.85
1998/05/31 45824.77 39530.44
1998/06/30 46996.58 41136.17
1998/07/31 47156.37 40698.07
1998/08/31 41031.01 34813.94
1998/09/30 43640.95 37044.12
1998/10/31 46978.82 40057.29
1998/11/30 49979.36 42485.16
1998/12/31 52729.80 44933.16
1999/01/31 53238.51 46812.26
1999/02/28 50773.22 45357.34
1999/03/31 52084.12 47172.08
1999/04/30 54314.62 48999.06
1999/05/31 53982.01 47842.19
1999/06/30 56369.03 50497.43
1999/07/31 55116.82 48920.90
1999/08/31 53747.22 48678.74
1999/09/30 51927.60 47344.46
IMATRL PRASUN SHR__CHT 19990930 19991012 120723 R00000000000123

$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Destiny I: Class O on September 30, 1989. As the chart
shows, by September 30, 1999, the value of the investment would have
grown to $51,928 - a 419.28% 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 $47,344 - a 373.44% increase.

CUMULATIVE TOTAL RETURNS

PERIODS ENDED SEPTEMBER 30, PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS
1999

DESTINY I: CL O 18.99% 160.81% 419.28%

S&P 500 (registered trademark) 27.80% 205.60% 373.44%

Lipper Growth Funds Average 30.34% 153.87% 294.93%

AVERAGE ANNUAL TOTAL RETURNS

PERIODS ENDED SEPTEMBER 30, PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS
1999

DESTINY I: CL O 18.99% 21.13% 17.91%

$50/month 15-Year Plan -43.12% 16.76% 16.36%

S&P 500 27.80% 25.03% 16.82%

Lipper Growth Funds Average 30.34% 20.00% 14.35%

The charts above show Destiny I: Class O 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 Destiny Plans I: O (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 yearly 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 market capitalization-weighted
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. Lipper's new comparison categories are listed on page A-4.*

FIDELITY DESTINY PORTFOLIOS: DESTINY II: CLASS O
PERFORMANCE: THE BOTTOM LINE

$10,000 OVER 10 YEARS
Destiny II - CL O S&P 500
00306 SP001
1989/09/30 10000.00 10000.00
1989/10/31 9674.12 9768.00
1989/11/30 9767.23 9967.27
1989/12/31 9848.77 10206.48
1990/01/31 9208.28 9521.63
1990/02/28 9380.72 9644.46
1990/03/31 9612.28 9900.03
1990/04/30 9316.67 9652.53
1990/05/31 10380.87 10593.65
1990/06/30 10400.58 10521.62
1990/07/31 10031.06 10487.95
1990/08/31 8945.73 9539.84
1990/09/30 8278.06 9075.25
1990/10/31 8217.82 9036.22
1990/11/30 9061.19 9619.96
1990/12/31 9600.33 9888.36
1991/01/31 10678.28 10319.49
1991/02/28 11513.32 11057.34
1991/03/31 11877.69 11324.93
1991/04/30 12110.49 11352.11
1991/05/31 12798.76 11842.52
1991/06/30 11892.88 11300.13
1991/07/31 12727.91 11826.72
1991/08/31 13228.04 12107.01
1991/09/30 13002.16 11904.82
1991/10/31 12947.06 12064.35
1991/11/30 12109.64 11578.15
1991/12/31 13577.20 12902.69
1992/01/31 13838.75 12662.70
1992/02/29 14419.97 12827.32
1992/03/31 13978.24 12577.19
1992/04/30 14449.03 12946.96
1992/05/31 14669.89 13010.40
1992/06/30 14344.41 12816.54
1992/07/31 14919.81 13340.74
1992/08/31 14486.95 13067.25
1992/09/30 14531.67 13221.45
1992/10/31 14525.28 13267.72
1992/11/30 15253.46 13720.15
1992/12/31 15679.43 13888.91
1993/01/31 16220.79 14005.57
1993/02/28 16260.89 14196.05
1993/03/31 16942.60 14495.59
1993/04/30 16942.60 14144.79
1993/05/31 17530.75 14523.87
1993/06/30 17684.47 14565.99
1993/07/31 17851.55 14507.73
1993/08/31 18507.12 15057.57
1993/09/30 18555.80 14941.63
1993/10/31 19251.30 15250.92
1993/11/30 19174.79 15106.04
1993/12/31 19882.48 15288.82
1994/01/31 21134.75 15808.64
1994/02/28 20878.43 15380.23
1994/03/31 19860.51 14709.65
1994/04/30 20453.69 14897.93
1994/05/31 20600.15 15142.26
1994/06/30 19992.33 14771.27
1994/07/31 20644.09 15255.77
1994/08/31 21588.78 15881.26
1994/09/30 20907.73 15492.17
1994/10/31 21361.77 15840.74
1994/11/30 20680.71 15263.82
1994/12/31 20772.77 15490.18
1995/01/31 20990.37 15891.84
1995/02/28 21676.66 16511.15
1995/03/31 22262.52 16998.39
1995/04/30 23074.35 17498.99
1995/05/31 24112.15 18198.43
1995/06/30 24923.98 18621.18
1995/07/31 25777.65 19238.66
1995/08/31 26003.63 19286.95
1995/09/30 26547.64 20100.85
1995/10/31 26765.24 20029.09
1995/11/30 27493.37 20908.37
1995/12/31 28242.74 21311.07
1996/01/31 28770.64 22036.50
1996/02/29 28647.46 22240.77
1996/03/31 28550.68 22454.95
1996/04/30 29078.58 22785.94
1996/05/31 29685.67 23373.59
1996/06/30 29879.24 23462.64
1996/07/31 29008.20 22426.06
1996/08/31 29245.75 22899.03
1996/09/30 30644.69 24187.79
1996/10/31 31753.29 24854.88
1996/11/30 34155.24 26733.66
1996/12/31 33286.48 26204.07
1997/01/31 34863.36 27841.30
1997/02/28 35236.07 28059.58
1997/03/31 33458.50 26906.61
1997/04/30 35035.38 28512.93
1997/05/31 37214.34 30248.80
1997/06/30 38332.49 31603.95
1997/07/31 41170.87 34118.67
1997/08/31 39651.33 32207.35
1997/09/30 41285.55 33971.34
1997/10/31 40454.11 32836.70
1997/11/30 41944.97 34356.71
1997/12/31 43152.45 34946.61
1998/01/31 43308.91 35333.12
1998/02/28 46187.82 37881.35
1998/03/31 47658.58 39821.25
1998/04/30 47408.23 40221.85
1998/05/31 46813.68 39530.44
1998/06/30 49410.96 41136.17
1998/07/31 49817.76 40698.07
1998/08/31 42119.79 34813.94
1998/09/30 44028.64 37044.12
1998/10/31 47470.82 40057.29
1998/11/30 50662.66 42485.16
1998/12/31 55283.13 44933.16
1999/01/31 57261.69 46812.26
1999/02/28 55826.27 45357.34
1999/03/31 58231.57 47172.08
1999/04/30 59550.60 48999.06
1999/05/31 57882.41 47842.19
1999/06/30 61218.80 50497.43
1999/07/31 59434.22 48920.90
1999/08/31 58619.52 48678.74
1999/09/30 57261.69 47344.46
IMATRL PRASUN SHR__CHT 19990930 19991012 120737 R00000000000123

$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Destiny II: Class O on September 30, 1989. As the chart
shows, by September 30, 1999, the value of the investment would have
grown to $57,262 - a 472.62% 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 $47,344 - a 373.44% increase.

CUMULATIVE TOTAL RETURNS

PERIODS ENDED SEPTEMBER 30, PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS
1999

DESTINY II: CL O 30.06% 173.88% 472.62%

S&P 500 27.80% 205.60% 373.44%

Lipper Growth Funds Average 30.34% 153.87% 294.93%

AVERAGE ANNUAL TOTAL RETURNS

PERIODS ENDED SEPTEMBER 30, PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS
1999

DESTINY II: CL O 30.06% 22.32% 19.07%

$50/month 15-Year Plan -37.82% 17.91% 17.51%

S&P 500 27.80% 25.03% 16.82%

Lipper Growth Funds Average 30.34% 20.00% 14.35%

The charts above show Destiny II: Class O 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 Destiny Plans II: O (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 yearly 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 by the general public 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
market capitalization-weighted index of common stocks, include
reinvestment of dividends.

PERFORMANCE: THE BOTTOM LINE

To measure how the funds' performance stacked up against its peers,
you can compare it to the growth funds average, which reflects the
performance of mutual funds with similar objectives tracked by Lipper
Inc. The past one year average represents a peer group of 1,083 mutual
funds. These benchmarks include reinvested dividends and capital
gains, if any, and exclude the effect of sales charges.

Destiny I: Class O

*THE LIPPER LARGE CAP VALUE FUNDS AVERAGE REFLECTS THE PERFORMANCE
(EXCLUDING SALES CHARGES) OF MUTUAL FUNDS WITH SIMILAR PORTFOLIO
CHARACTERISTICS AND CAPITALIZATION. THE LIPPER LARGE CAP SUPERGROUP
AVERAGE REFLECTS THE PERFORMANCE (EXCLUDING SALES CHARGES) OF MUTUAL
FUNDS WITH SIMILAR CAPITALIZATION. AS OF SEPTEMBER 30, 1999, THE ONE
YEAR, FIVE YEAR, AND 10 YEAR CUMULATIVE AND AVERAGE ANNUAL TOTAL
RETURNS FOR THE LARGE CAP VALUE FUNDS AVERAGE, ARE 20.68%, 154.13%,
275.56%, AND 20.68%, 20.38%, 14.03%, RESPECTIVELY; AND THE ONE YEAR,
FIVE YEAR, AND 10 YEAR CUMULATIVE AND AVERAGE ANNUAL TOTAL RETURNS FOR
THE LARGE CAP SUPERGROUP AVERAGE ARE 29.43%, 174.72%, 320.78%, AND
29.43%, 22.17%, 15.24%, RESPECTIVELY.

Destiny II: Class O

*THE LIPPER LARGE CAP CORE FUNDS AVERAGE REFLECTS THE PERFORMANCE
(EXCLUDING SALES CHARGES) OF MUTUAL FUNDS WITH SIMILAR PORTFOLIO
CHARACTERISTICS AND CAPITALIZATION. THE LIPPER LARGE CAP SUPERGROUP
AVERAGE REFLECTS THE PERFORMANCE (EXCLUDING SALES CHARGES) OF MUTUAL
FUNDS WITH SIMILAR CAPITALIZATION. AS OF SEPTEMBER 30, 1999, THE ONE
YEAR, FIVE YEAR, AND 10 YEAR CUMULATIVE AND AVERAGE ANNUAL TOTAL
RETURNS FOR THE LARGE CAP CORE FUNDS AVERAGE, ARE 27.74%, 167.48%,
309.32%, AND 27.74%, 21.66%, 14.99%, RESPECTIVELY; AND THE ONE YEAR,
FIVE YEAR, AND 10 YEAR CUMULATIVE AND AVERAGE ANNUAL TOTAL RETURNS FOR
THE LARGE CAP SUPERGROUP AVERAGE ARE 29.43%, 174.72%, 320.78%, AND
29.43%, 22.17%, 15.24%, RESPECTIVELY.

FIDELITY DESTINY PORTFOLIOS: DESTINY I
FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP

Despite persistent volatility over the past year, the
U.S. equity market managed to produce another
round of healthy double-digit returns. For the
12-month period ending September 30, 1999, the
Standard & Poor's 500 Index and the Dow Jones
Industrial Average returned 27.80% and 33.88%,
respectively. Early in the period, the market was
characterized by a Federal Reserve Board that
embarked on an effort to stabilize turbulent global
markets with a series of interest-rate cuts. In
response, investors pushed the Dow above the
10,000 level for the first time on March 29. Despite
periodic setbacks due to nervousness about
inflation, steady stock performance continued
through the first several months of 1999. Late in the
second quarter, however, an overheating domestic
economy and signs of a global recovery increased
fears of inflation and contributed to a shift in the
domestic economic environment. On May 18, the
Fed reversed its monetary policy stance from a
neutral bias to one that favored increasing rates
down the road. That bias shift led to a rate hike on
June 30, as the federal funds rate was increased
from 4.75% to 5.00%. The Fed hiked rates again
by the same amount on August 24. Although it
immediately switched to a neutral bias following
each increase, the market sold off in the third
quarter as investors anticipated another jump in
interest rates later in 1999 due to tight labor
markets.

(Photograph of George A. Vanderheiden)

An interview with
George A. Vanderheiden, Portfolio Manager of Destiny I

Q. HOW DID THE FUND PERFORM OVER THE PAST 12 MONTHS, GEORGE?

A. While the fund's Class O shares posted a respectable return of
18.99% for the 12-month period ending September 30, 1999, it still
underperformed its benchmark and its peers. During the period, the
Standard & Poor's 500 Index returned 27.80%, while the growth funds
average, as measured by Lipper Inc., was 30.34%.

Q. CAN YOU POINT TO ANY SPECIFICS BEHIND THE FUND'S SUBPAR PERFORMANCE
RELATIVE TO ITS PEERS AND THE S&P 500?

A. I would point to two primary explanations. First, the fund was
considerably underweighted in technology stocks. Throughout the
period, I felt that the valuations of technology stocks were
significantly overinflated. Despite that, a small group of technology
stocks - names like Microsoft, Intel, Dell and a few others -
continued to drive the performance of the market. While I did own
positions in most of those stocks, I did not weight them as heavily as
my growth fund peers did. Also the S&P 500's tech weighting was
roughly double the fund's 12.4% position in the sector.

Q. WHAT WAS THE SECOND FACTOR BEHIND THE FUND'S UNDERPERFORMANCE?

A. For most of the period, I tilted the fund toward value and
defensive growth stocks, with mixed results. At the period's outset, I
felt value stocks looked attractive relative to growth. Unfortunately,
it remained a very narrow, growth-oriented market through the end of
the first quarter of 1999. In the second quarter, however, the fund's
value positioning paid off. Central bank interest-rate easings around
the world, recoveries in Asia and Russia, and a rebound in commodity
prices - particularly oil - all contributed to a broadening of
corporate earnings. Thus, investors turned away from the expensive,
large-cap growth stocks and toward value and cyclical issues, whose
earnings and performance are sensitive to the ups and downs of the
economy. The fund was well-positioned for this rotation, and it
outperformed both the S&P 500 and the growth funds average for the
second quarter. Names such as Philip Morris, which had an otherwise
poor year, and Fleet Financial performed very well in this quarter.

Q. HOW DID VALUE STOCKS FARE IN THE THIRD QUARTER OF 1999?

A. As quickly as investors rotated into value stocks in the second
quarter, they shifted out of them in the third quarter. The U.S.
Federal Reserve Board, wary of an overheated domestic economy and
impending signs of inflation, hiked short-term interest rates by 0.25
percentage points on June 30, which effectively ended the value and
cyclical rally. A second rate hike of the same amount on August 24
further sealed their demise.

Q. WHAT WAS YOUR STRATEGIC REACTION TO THE FED'S RATE HIKES IN TERMS
OF THE FUND'S POSITIONING?

A. I stopped buying cyclical and value stocks; there's no use chasing
a group that's not going to work if the market's worried about rising
interest rates. However, I continued to buy defensive growth stocks. I
define defensive growth companies as those that grow their earnings at
a 10% to 15% rate annually, have a reasonable price-to-earnings (P/E)
ratio and are not really affected by interest rates or recessions.
It's a broad category that includes financial growth stocks such as
Fannie Mae, Freddie Mac and Associates First Capital; drug stocks such
as Schering-Plough, Eli Lilly and Cardinal Health; and grocery store
chains such as Safeway and Kroger.

Q. WHAT DID YOU FIND COMPELLING ABOUT THIS GROUP?

A. I felt this group was attractive because it offers a good ratio of
growth per P/E. The example I like to use is Fannie Mae versus General
Electric, a blue chip growth company. Investors get approximately the
same growth with each company, but GE investors pay 33-times its year
2000 earnings, while Fannie Mae trades at only 15-times its 2000
earnings. There are certain times when I will overweight aggressive
growth companies such as Dell and Cisco, but once they get too
expensive, as I felt they did during the period, I focus on defensive
growth stocks.

Q. HOW DID THESE STOCKS PERFORM?

A. The majority of the fund's defensive growth holdings grew anywhere
from 12% to 15% during the period. However, the S&P posted returns of
well over 20%. Given this scenario, defensive growth underperformed.
Essentially, investors said, "Why do I want a company growing at 12%
to 15% when I know I can get an S&P company that's up 20%?" So,
despite their positive fundamentals and low valuations, the fund's
defensive growth positions were disappointing. Another reason for
their underperformance was the incredible "momentum market" we
experienced, where money just funnelled into six technology stocks -
Microsoft, Lucent, Dell, Cisco, Intel and IBM. This "gold rush
mentality" has helped these six tech companies appreciate by a
combined $1.1 trillion since the beginning of 1998, roughly equal to
what all stocks in the equity market were worth in 1982.

Q. WHAT POSITIONS WORKED WELL FOR THE FUND OVER THE COURSE OF THE
YEAR?

A. Technology holding Solectron, a contract electronic manufacturer,
was the largest contributor to performance. Technology companies
outsource their manufacturing to Solectron, and this stock has gone up
10-fold since I first started buying it in 1992. Strong stock
selection in the retail and telecommunications sectors also helped the
fund's overall return. In the retail sector, Wal-Mart and Home Depot
benefited from the strong U.S. economy and consumers' ability to
finance home improvements. U.K.-based telecommunications company
Vodafone, which benefited from solid earnings growth, had a persistent
run of outstanding performance, as did MCI WorldCom. Its focus on the
high-growth areas of Internet, data and international communications
gained the company 4% of the global telecom market.

Q. WHICH HOLDINGS HURT PERFORMANCE?

A. Philip Morris was the largest relative detractor due to the
company's ongoing litigation battles. Despite beating their first and
second quarter earnings estimates, Fannie Mae and Freddie Mac, which
help provide housing for low- and moderate-income families, were
disappointments. Nervous sentiment concerning rising interest rates
drove share prices down. However, based on their strong fundamentals,
I feel these stocks were unfairly punished and I remain bullish about
their prospects. The fund's bond holdings, which accounted for 7.7% of
net assets at the end of the period, also fared poorly, due to rising
interest rates.

Q. WHAT IS YOUR OUTLOOK FOR THE NEXT FEW MONTHS, GEORGE?

A. I feel confident about the positioning of the fund, especially the
underweighting of technology and the focus on defensive growth stocks.
The Fed is in a tightening mode and this will serve to compress P/E
multiples going forward, as it has since the Fed started raising rates
in June. In this environment, stocks that should do best are those
with good earnings gains and modest valuations, while stocks with
inflated valuations are vulnerable to disappointments. At the end of
1992, Home Depot stock sold at an inflated valuation of 51-times its
next 12 month's earnings. In spite of the company growing its earnings
at 23% per year during the next three years, the stock was flat to
down over that period as the earnings caught up to the stock price.
This is what I expect to happen with the large-cap technology stocks.

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 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.

(checkmark) FUND FACTS

GOAL: seeks capital growth

START DATE: July 10, 1970

SIZE: as of September 30, 1999,
more than $6.9 billion

MANAGER: George Vanderheiden, since 1980;
manager, Destiny II, 1985-1998; joined Fidelity
in 1971

GEORGE VANDERHEIDEN ON MANAGING
THE FUND THROUGH MARKET DOWNTURNS:

"Despite their impressive run, some of the hot
technology stocks are beginning to struggle. At
the end of the period, IBM's stock price was
approximately 20% below its recent high due to
problems with hardware sales. Xerox missed its
third-quarter earnings estimates and the stock
was cut roughly in half. Hewlett-Packard's sales
and orders were slowing, and Intel missed its
third-quarter earnings estimates due to declining
microprocessor prices and lower prices for PCs.
Furthermore, SAP, the world's largest business
management software company, saw a sharp
decline in third-quarter sales as customers
delayed technology purchases. In addition to
these signs, it's clear that the valuations of
technology stocks are way ahead of themselves.
Even Microsoft president Steve Ballmer recently
said that tech stocks, including those of his own
company, were overvalued.

"There are times when the market favors
aggressive growth, and there are times when it
favors defensive growth. I'm feeling better that
defensive growth is really the area to be in. I think
we're coming toward the end of the technology
dominance. With Y2K concerns and consideration
of their own bottom lines, many companies have
cut back on technology expenditures for the
fourth quarter through the middle of the first
quarter next year. All of this adds up to a degree
of uncertainty for technology stocks. Usually,
whenever you get uncertainty in the stock market,
people flee the area of uncertainty.

"Momentum tech stocks are also at risk if the
economy starts to slow. This is the eighth year of
economic expansion, tying the longest peacetime
expansion in our history, but it's getting long in
the tooth. We'll probably see some type of
slowing, which will have more impact on tech and
fast-growing companies than it will on health care
or personal care or grocery stores. All these
things tell me that defensive growth should beat
aggressive growth in the coming months."

FIDELITY DESTINY PORTFOLIOS: DESTINY II

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP

(Photograph of Beth Terrana)

An interview with Beth Terrana, Portfolio Manager of Destiny II

Q. HOW DID THE FUND PERFORM, BETH?

A. The fund performed very well during the period. For the 12 months
ending September 30, 1999, the fund's Class O shares returned 30.06%.
This outdistanced the Standard & Poor's 500 Index, which returned
27.80%, but slightly lagged the Lipper growth funds average, which
returned 30.34%.

Q. WHAT WERE SOME OF THE FACTORS BEHIND THE FUND'S OUTPERFORMANCE OF
THE S&P 500 DURING THE PERIOD?

A. The top contributors to performance, relative to the S&P 500, were
the fund's financial stocks. In particular, Citigroup and American
Express were both top performers during the period. American Express
has a dominant global franchise, continued to deliver strong revenue
growth and had an aggressive strategy to offer its financial and
travel-related services on the Internet. Citigroup benefited from its
unique combination of strong international brands and cost-cutting
initiatives. Overall, however, I believe the fundamentals of the
finance sector have deteriorated. Revenue growth has slowed, credit
risk has risen and many banks have poorly executed the integration of
recent mergers. Consequently, underweighting the lagging finance
sector during the past year also enhanced Destiny II's performance. An
underweighted position in the health sector provided another positive
contribution. After nearly five years of enormous new-product growth,
the pace of new-product introductions is expected to slow. With fewer
blockbuster drugs in the new-product pipeline and more drugs coming
off patent protection, earnings growth rates will likely slow down for
many pharmaceutical companies.

Q. WHICH STOCKS DID NOT PERFORM AS YOU HOPED?

A. Xerox was a disappointment. For the past three years, Xerox had the
market for digital copiers largely to itself. Recently, Canon and
Ricoh have developed strong competing products. In addition, Xerox has
been slow to implement its announced sales force reorganization. These
two factors left the company vulnerable to increased competition and
earnings disappointments. Several of the fund's consumer nondurables
holdings, most notably Clorox, also detracted from returns. Clorox, as
was the case with many consumer nondurables companies, was hurt by
increased competition across a number of products, and by a slowdown
in unit volumes.

Q. THE MARKET OVER THE PAST YEAR DRAMATICALLY ROTATED FROM GROWTH
STOCKS TO CYCLICALS, AND THEN BACK AGAIN. HOW DID THIS AFFECT THE
FUND'S PERFORMANCE?

A. During the first six months of the period, Destiny II soundly
outdistanced both the S&P 500 index and its Lipper peers because of
the fund's stock selection among large, dominant companies with strong
earnings growth, heavy domestic exposure and rising returns on
invested capital. During the past six months, however, the fund
underperformed the index and its peers. Beginning in April and lasting
only a few months, the market broadened and more cyclical and small-
and mid-cap companies began to demonstrate positive earnings growth.
During this time, I did add to positions in economically sensitive
industries such as chemicals and integrated energy, but the rapid
shift in market leadership from large-cap growth companies to
cyclicals still hurt the fund's performance. Over the final three
months of the period, the rally in cyclical stocks proved to be short
lived and the S&P 500 declined, hurt by heightened concerns over
rising inflation and interest rates. Many technology stocks, however,
were notable exceptions; the technology sector was one of only two
market groups that had positive gains during the last quarter of the
period. The fund was underweighted in technology, and this hampered
returns.

Q. WHAT WERE SOME OF YOUR CONCERNS ABOUT TECHNOLOGY COMPANIES THAT LED
TO THE FUND'S UNDERWEIGHTING IN THIS SECTOR?

A. I was underweighted in technology because I have always been
value-oriented, and I did not find many attractive valuations in the
sector. In retrospect, this was a mistake. The technology sector has
done well for obvious reasons. Over the past few years, many
technology companies have had among the highest earnings growth rates
and the greatest improvements in return on capital. The market has
been willing to pay a premium for this superior growth, with the
expectation that earnings will continue to improve. During the past
several months, I increased the fund's technology weighting. I realize
that valuations are high for many technology stocks, but as I compared
my various investment alternatives, I found a number of technology
companies where I could make a compelling case for continued high
earnings growth as well as improvements in profitability and return on
assets.

Q. WHAT'S YOUR OUTLOOK, BETH? ARE THERE ANY AREAS OF THE MARKET THAT
APPEAR PARTICULARLY INTERESTING TO YOU RIGHT NOW?

A. In the U.S., I have been focusing some of my time on the wireless
sector. Once a critical mass of people is using wireless
communication, it becomes an increasingly attractive alternative for
everyday communication. Although I primarily concentrate on U.S.
companies, international stocks are another area of focus for me. When
comparing the relative earnings growth rates between U.S. and foreign
companies, many opportunities now exist overseas that may not have
existed several years ago. In Europe, corporate restructuring efforts
have picked-up, merger and acquisition activity has been heavy and the
economy is improving. These three factors should drive better earnings
growth and improve profitability going forward. The economy also is
improving in Japan, and many companies finally seem to be serious
about restructuring. If Japanese managements remain committed to
restructuring, we could be witnessing the beginning of long-term
improvement in profitability for Japanese companies.

(checkmark) FUND FACTS

GOAL: seeks capital growth

START DATE: December 30, 1985

SIZE: as of September 30, 1999,
more than $5.2 billion

MANAGER: Beth Terrana, since 1998; manager,
Fidelity Fund, since 1993; joined Fidelity in 1983

BETH TERRANA ON THE OLD VERSUS THE
NEW ECONOMY:

"What we are seeing in the stock market is really
a tale of two markets. One part of the market is
represented by the old, goods-producing
economy. In this economy, competition is fierce,
the ability to raise prices is non-existent, unit
growth rates are slowing, P/E ratios are declining
and, in most cases, profit margins are also
decreasing.

"On the other hand, we have the new economy,
which includes technology - epitomized by the
Internet - and telecommunications, exemplified
by the wireless sector. In this new economy,
growth rates are high and, in some cases,
accelerating, while profit margins, returns on
capital and P/E ratios are increasing.
Consequently, there is now a stark dichotomy
between the old and new economy - akin to a
stretched rubber band, with the old and new
economy on opposite ends. As P/E ratios for
many technology and telecommunication
companies continue to rise and P/E ratios for old
economy companies continue to fall, the rubber
band continues to stretch. While it is unclear how
much tension the rubber band can take, the
current valuation divergence is reasonably
well-explained."

INVESTMENT CHANGES

TOP TEN EQUITY HOLDINGS - DESTINY I

AS OF SEPTEMBER 30, 1999 AS OF MARCH 31, 1999

Fannie Mae Fannie Mae

Philip Morris Companies, Inc. Philip Morris Companies, Inc.

Freddie Mac Freddie Mac

Fleet Financial Group, Inc. Fleet Financial Group, Inc.

Solectron Corp. Home Depot, Inc.

Home Depot, Inc. MCI WorldCom, Inc.

Columbia/HCA Healthcare Corp. Vodafone Group PLC sponsored
ADR

Vodafone AirTouch PLC General Motors Corp.
sponsored ADR

MCI WorldCom, Inc. Solectron Corp.

General Motors Corp. Wal-Mart Stores, Inc.

TOP TEN EQUITY HOLDINGS - DESTINY II

AS OF SEPTEMBER 30, 1999 AS OF MARCH 31, 1999

General Electric Co. Time Warner, Inc.

Microsoft Corp. General Electric Co.

Chase Manhattan Corp. Microsoft Corp.

International Business MCI WorldCom, Inc.
Machines Corp.

Tyco International Ltd. Fannie Mae

American Express Co. Chase Manhattan Corp.

Citigroup, Inc. American Express Co.

Cisco Systems, Inc. AT&T Corp.

Lucent Technologies, Inc. Merck & Co., Inc.

Exxon Corp. Omnicom Group, Inc.

TOP FIVE MARKET SECTORS - DESTINY I

<TABLE>
<CAPTION>
<S> <C> <C> <C>
AS OF SEPTEMBER 30, 1999 % OF FUND'S NET ASSETS AS OF MARCH 31, 1999 % OF FUND'S NET ASSETS

Finance 20.7% Finance 21.0%

Technology 12.4% Technology 11.5%

Health 9.4% Health 10.2%

Energy 8.1% Retail & Wholesale 9.0%

Retail & Wholesale 7.6% Utilities 7.9%

</TABLE>

TOP FIVE MARKET SECTORS - DESTINY II

<TABLE>
<CAPTION>
<S> <C> <C> <C>
AS OF SEPTEMBER 30, 1999 % OF FUND'S NET ASSETS AS OF MARCH 31, 1999 % OF FUND'S NET ASSETS

Technology 20.1% Technology 15.7%

Finance 10.8% Finance 13.7%

Industrial Machinery & 9.1% Media & Leisure 12.7%
Equipment

Media & Leisure 9.0% Health 10.7%

Health 8.7% Utilities 10.4%

</TABLE>

PRIOR TO THIS REPORT, CERTAIN INFORMATION RELATED TO PORTFOLIO
HOLDINGS WAS STATED AS A PERCENTAGE OF THE FUND'S INVESTMENTS.

FIDELITY DESTINY PORTFOLIOS: DESTINY I
INVESTMENTS SEPTEMBER 30, 1999

Showing Percentage of Net Assets

COMMON STOCKS - 86.2%

SHARES VALUE (NOTE 1)

AEROSPACE & DEFENSE - 0.6%

Boeing Co. 1,019,200 $ 43,443,400

BASIC INDUSTRIES - 1.3%

CHEMICALS & PLASTICS - 0.6%

Cabot Corp. 431,100 10,238,625

E.I. du Pont de Nemours and 271,542 16,530,119
Co.

Engelhard Corp. 331,300 6,025,519

Praxair, Inc. 102,100 4,696,600

37,490,863

PACKAGING & CONTAINERS - 0.6%

Crown Cork & Seal Co., Inc. 112,800 2,735,400

Owens-Illinois, Inc. (a) 2,098,300 41,572,569

44,307,969

PAPER & FOREST PRODUCTS - 0.1%

Bowater, Inc. 77,100 4,047,750

Westvaco Corp. 184,300 4,722,688

8,770,438

TOTAL BASIC INDUSTRIES 90,569,270

CONSTRUCTION & REAL ESTATE -
1.2%

BUILDING MATERIALS - 0.2%

Owens Corning 610,400 13,238,050

CONSTRUCTION - 0.9%

Centex Corp. 697,300 20,613,931

D.R. Horton, Inc. 735,480 9,515,273

Fleetwood Enterprises, Inc. 466,007 9,407,516

Kaufman & Broad Home Corp. 732,200 15,101,625

Lennar Corp. 671,350 10,699,641

65,337,986

ENGINEERING - 0.1%

Fluor Corp. 197,200 7,937,300

TOTAL CONSTRUCTION & REAL 86,513,336
ESTATE

DURABLES - 5.3%

AUTOS, TIRES, & ACCESSORIES -
4.6%

AutoNation, Inc. (a) 2,335,300 29,337,206

AutoZone, Inc. (a) 374,500 10,509,406

SHARES VALUE (NOTE 1)

DURABLES - CONTINUED

AUTOS, TIRES, & ACCESSORIES -
CONTINUED

Cummins Engine Co., Inc. 490,200 $ 24,418,088

Dana Corp. 629,600 23,373,900

Delphi Automotive Systems 1,174,941 18,872,490
Corp.

Discount Auto Parts, Inc. (a) 335,500 5,409,938

Eaton Corp. 738,050 63,702,941

General Motors Corp. 1,651,607 103,948,016

Lear Corp. (a) 484,300 17,041,306

Magna International, Inc. 488,700 24,167,032
Class A

320,780,323

HOME FURNISHINGS - 0.0%

Newell Rubbermaid, Inc. 95,425 2,725,577

TEXTILES & APPAREL - 0.7%

Burlington Industries, Inc. 1,279,400 5,677,338
(a)

Jones Apparel Group, Inc. (a) 175,000 5,031,250

Liz Claiborne, Inc. 723,400 22,425,400

Warnaco Group, Inc. Class A 745,600 13,607,200

46,741,188

TOTAL DURABLES 370,247,088

ENERGY - 8.1%

ENERGY SERVICES - 1.0%

Baker Hughes, Inc. 133,800 3,880,200

Halliburton Co. 810,600 33,234,600

McDermott International, Inc. 757,400 15,337,350

Schlumberger Ltd. 315,800 19,678,288

72,130,438

OIL & GAS - 7.1%

Amerada Hess Corp. 886,974 54,327,158

Apache Corp. 137,600 5,942,600

BP Amoco PLC sponsored ADR 824,940 91,413,664

Chevron Corp. 176,700 15,682,125

Conoco, Inc. Class B 571,586 15,647,167

Cooper Cameron Corp. (a) 315,300 11,902,575

Elf Aquitaine SA sponsored ADR 107,764 9,873,877

Exxon Corp. 1,254,500 95,263,594

Occidental Petroleum Corp. 1,895,300 43,828,813

Royal Dutch Petroleum Co. (NY 1,063,400 62,807,063
Registry Gilder 1.25)

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

ENERGY - CONTINUED

OIL & GAS - CONTINUED

Sunoco, Inc. 100,900 $ 2,762,138

Tosco Corp. 2,248,300 56,769,575

Total Fina SA:

Class B 67,156 8,520,418

sponsored ADR 135,636 8,604,409

Union Pacific Resources 241,800 3,883,913
Group, Inc.

USX-Marathon Group 159,800 4,674,150

491,903,239

TOTAL ENERGY 564,033,677

FINANCE - 20.7%

BANKS - 3.1%

Bank of America Corp. 1,677,900 93,438,056

Bank of Tokyo-Mitsubishi Ltd. 1,691,000 25,999,482

Bank of Tokyo-Mitsubishi Ltd. 174,300 2,668,969
sponsored ADR

Bank One Corp. 859,390 29,917,514

BankBoston Corp. 696,500 30,210,688

Chase Manhattan Corp. 37,700 2,841,638

SunTrust Banks, Inc. 57,900 3,806,925

Wells Fargo & Co. 647,800 25,669,075

214,552,347

CREDIT & OTHER FINANCE - 3.7%

Associates First Capital 635,600 22,881,600
Corp. Class A

Concord EFS, Inc. (a) 387,150 7,984,969

Fleet Financial Group, Inc. 6,054,860 221,759,248

Household International, Inc. 177,100 7,106,138

259,731,955

FEDERAL SPONSORED CREDIT - 9.1%

Fannie Mae 6,502,700 407,638,006

Freddie Mac 4,371,600 227,323,200

634,961,206

INSURANCE - 3.6%

Allmerica Financial Corp. 249,900 11,901,488

American International Group, 843,843 73,361,601
Inc.

CIGNA Corp. 835,700 64,975,675

SHARES VALUE (NOTE 1)

FINANCE - CONTINUED

INSURANCE - CONTINUED

MGIC Investment Corp. 1,955,400 $ 93,370,350

Travelers Property Casualty 217,000 6,401,500
Corp. Class A

250,010,614

SAVINGS & LOANS - 0.7%

Golden State Bancorp, Inc. (a) 443,000 7,946,313

Washington Mutual, Inc. 1,295,600 37,896,300

45,842,613

SECURITIES INDUSTRY - 0.5%

Kokusai Securities Co. Ltd. 142,000 2,083,130

Nomura Securities Co. Ltd. 2,360,000 36,618,393

38,701,523

TOTAL FINANCE 1,443,800,258

HEALTH - 9.4%

DRUGS & PHARMACEUTICALS - 2.9%

American Home Products Corp. 196,500 8,154,750

Amgen, Inc. (a) 297,100 24,213,650

Eli Lilly & Co. 797,100 51,014,400

Forest Laboratories, Inc. (a) 256,000 10,784,000

Merck & Co., Inc. 483,000 31,304,438

Quintiles Transnational Corp. 406,530 7,736,774
(a)

Schering-Plough Corp. 1,339,500 58,435,688

Warner-Lambert Co. 156,300 10,374,413

202,018,113

MEDICAL EQUIPMENT & SUPPLIES
- - 3.9%

Abbott Laboratories 1,018,100 37,415,175

AmeriSource Health Corp. 817,700 19,369,269
Class A (a)

Baxter International, Inc. 199,000 11,989,750

Biomet, Inc. 175,600 4,620,475

Boston Scientific Corp. (a) 212,000 5,233,750

Cardinal Health, Inc. 1,576,100 85,897,450

Johnson & Johnson 1,026,000 94,263,750

McKesson HBOC, Inc. 525,200 15,230,800

U.S. Surgical Corp. rights 3 0
6/30/00 (a)

274,020,419

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

HEALTH - CONTINUED

MEDICAL FACILITIES MANAGEMENT
- - 2.6%

Columbia/HCA Healthcare Corp. 5,283,887 $ 111,952,356

Humana, Inc. (a) 307,500 2,114,063

Lifepoint Hospitals, Inc. (a) 281,883 2,448,859

Tenet Healthcare Corp. (a) 1,947,000 34,194,188

Triad Hospitals, Inc. (a) 280,083 2,835,840

United HealthCare Corp. 563,000 27,411,063

180,956,369

TOTAL HEALTH 656,994,901

INDUSTRIAL MACHINERY &
EQUIPMENT - 3.6%

ELECTRICAL EQUIPMENT - 2.6%

Emerson Electric Co. 708,200 44,749,388

General Electric Co. 467,800 55,463,538

Grainger (W.W.), Inc. 217,400 10,448,788

Koninklijke Philips 286,948 29,109,578
Electronics NV

Koninklijke Philips 221,392 22,360,592
Electronics NV NY Shares

Thomas & Betts Corp. 436,200 22,246,200

184,378,084

INDUSTRIAL MACHINERY &
EQUIPMENT - 0.6%

Caterpillar, Inc. 442,600 24,260,013

Deere & Co. 132,900 5,141,569

Illinois Tool Works, Inc. 96,200 7,172,913

Parker-Hannifin Corp. 73,800 3,307,163

Ultratech Stepper, Inc. (a) 14,200 181,050

40,062,708

POLLUTION CONTROL - 0.4%

Republic Services, Inc. Class 1,039,600 11,305,650
A (a)

Waste Management, Inc. 749,800 14,433,650

25,739,300

TOTAL INDUSTRIAL MACHINERY & 250,180,092
EQUIPMENT

MEDIA & LEISURE - 2.7%

BROADCASTING - 0.8%

AT&T Corp. (Liberty Media 822,292 30,527,591
Group) Class A (a)

SHARES VALUE (NOTE 1)

MEDIA & LEISURE - CONTINUED

BROADCASTING - CONTINUED

Cox Communications, Inc. 89,600 $ 3,740,800
Class A (a)

MediaOne Group, Inc. 321,300 21,948,806

56,217,197

ENTERTAINMENT - 0.4%

Cedar Fair LP (depository 35,600 738,700
unit)

Fox Entertainment Group, Inc. 526,700 11,126,538
Class A

Royal Carribean Cruises Ltd. 398,100 17,914,500

29,779,738

LODGING & GAMING - 0.7%

Mirage Resorts, Inc. (a) 1,253,600 17,628,750

Promus Hotel Corp. (a) 751,400 24,467,463

Sun International Hotels Ltd. 196,400 4,689,050
(a)

46,785,263

PUBLISHING - 0.1%

Reader's Digest Association, 152,100 4,448,925
Inc. Class A (non-vtg.)

RESTAURANTS - 0.7%

McDonald's Corp. 376,000 16,168,000

Papa John's International, 131,300 5,416,125
Inc. (a)

Wendy's International, Inc. 1,080,500 28,498,188

50,082,313

TOTAL MEDIA & LEISURE 187,313,436

NONDURABLES - 5.0%

FOODS - 0.3%

Keebler Foods Co. (a) 559,700 16,721,038

Nabisco Group Holdings Corp. 424,200 6,363,000

23,084,038

HOUSEHOLD PRODUCTS - 0.1%

Procter & Gamble Co. 94,400 8,850,000

TOBACCO - 4.6%

Philip Morris Companies, Inc. 9,362,200 320,070,213

TOTAL NONDURABLES 352,004,251

PRECIOUS METALS - 0.1%

Barrick Gold Corp. 84,900 1,850,555

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

PRECIOUS METALS - CONTINUED

Newmont Mining Corp. 127,400 $ 3,296,475

Placer Dome, Inc. 139,900 2,091,687

7,238,717

RETAIL & WHOLESALE - 7.6%

APPAREL STORES - 0.5%

Gap, Inc. 284,100 9,091,200

TJX Companies, Inc. 915,000 25,677,188

34,768,388

DRUG STORES - 0.0%

CVS Corp. 51,100 2,085,519

GENERAL MERCHANDISE STORES -
2.0%

Federated Department Stores, 604,473 26,407,914
Inc. (a)

Saks, Inc. (a) 781,054 11,862,258

Wal-Mart Stores, Inc. 2,042,300 97,136,894

135,407,066

GROCERY STORES - 0.7%

Kroger Co. (a) 345,500 7,622,594

Safeway, Inc. (a) 999,600 38,047,275

45,669,869

RETAIL & WHOLESALE,
MISCELLANEOUS - 4.4%

Circuit City Stores, Inc. - 897,700 37,871,719
Circuit City Group

Home Depot, Inc. 2,098,100 143,982,113

Lowe's Companies, Inc. 2,094,900 102,126,375

Office Depot, Inc. (a) 1,173,550 11,955,541

Staples, Inc. (a) 601,375 13,117,492

309,053,240

TOTAL RETAIL & WHOLESALE 526,984,082

SERVICES - 0.2%

ADVERTISING - 0.2%

Interpublic Group of 56,000 2,303,000
Companies, Inc.

Young & Rubicam, Inc. 162,700 7,158,800

9,461,800

SHARES VALUE (NOTE 1)

SERVICES - CONTINUED

SERVICES - 0.0%

Gartner Group, Inc. Class B 97,144 $ 1,621,091
(a)

TOTAL SERVICES 11,082,891

TECHNOLOGY - 12.4%

COMPUTER SERVICES & SOFTWARE
- - 3.6%

Automatic Data Processing, 578,000 25,793,250
Inc.

Black Box Corp. (a) 167,200 8,778,000

Compuware Corp. (a) 416,100 10,844,606

Digital Insight Corp. 2,000 30,000

Electronics for Imaging, Inc. 194,500 9,998,516
(a)

First Data Corp. 441,400 19,366,425

Galileo International, Inc. 84,800 3,413,200

IMS Health, Inc. 571,000 13,025,938

International Business 481,800 58,478,475
Machines Corp.

Microsoft Corp. (a) 915,500 82,909,969

Policy Management Systems 581,600 18,393,100
Corp. (a)

251,031,479

COMPUTERS & OFFICE EQUIPMENT
- - 2.0%

Compaq Computer Corp. 1,956,000 44,865,750

Ingram Micro, Inc. Class A (a) 616,201 7,933,588

SCI Systems, Inc. (a) 1,473,500 65,478,656

Tech Data Corp. (a) 938,100 21,840,141

140,118,135

ELECTRONIC INSTRUMENTS - 0.8%

LAM Research Corp. (a) 620,000 37,820,000

Novellus Systems, Inc. (a) 98,800 6,662,825

Thermo Electron Corp. (a) 849,900 11,420,531

55,903,356

ELECTRONICS - 6.0%

Etec Systems, Inc. (a) 46,100 1,734,513

Flextronics International 34,400 2,001,650
Ltd. (a)

Intel Corp. 586,300 43,569,419

Methode Electronics, Inc. 1,002,100 18,914,638
Class A

Microchip Technology, Inc. (a) 301,700 15,499,838

Micron Technology, Inc. (a) 1,100,620 73,260,019

Molex, Inc. Class A 469,881 15,212,397

Motorola, Inc. 371,700 32,709,600

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

TECHNOLOGY - CONTINUED

ELECTRONICS - CONTINUED

National Semiconductor Corp. 550,200 $ 16,781,100
(a)

Samsung Electronics Co. Ltd. 10,600 1,716,563

Sanmina Corp. (a) 143,600 11,111,050

Solectron Corp. (a) 2,608,700 187,337,269

419,848,056

TOTAL TECHNOLOGY 866,901,026

TRANSPORTATION - 2.1%

AIR TRANSPORTATION - 1.6%

Alaska Air Group, Inc. (a) 4,000 162,750

AMR Corp. (a) 1,361,700 74,212,650

Delta Air Lines, Inc. 569,800 27,635,300

Northwest Airlines Corp. 95,900 2,445,450
Class A (a)

Southwest Airlines Co. 75,300 1,143,619

UAL Corp. (a) 64,500 4,212,656

109,812,425

RAILROADS - 0.4%

Burlington Northern Santa Fe 627,600 17,259,000
Corp.

CSX Corp. 193,800 8,212,275

25,471,275

TRUCKING & FREIGHT - 0.1%

Airborne Freight Corp. 499,000 10,510,188

TOTAL TRANSPORTATION 145,793,888

UTILITIES - 5.9%

CELLULAR - 1.6%

Vodafone AirTouch PLC 469,080 111,523,770
sponsored ADR

ELECTRIC UTILITY - 0.1%

AES Corp. (a) 5,400 318,600

PG&E Corp. 153,626 3,975,073

4,293,673

TELEPHONE SERVICES - 4.2%

AT&T Corp. 690,978 30,057,543

Bell Atlantic Corp. 566,822 38,154,206

BellSouth Corp. 567,800 25,551,000

CenturyTel, Inc. 231,450 9,402,656

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

UTILITIES - CONTINUED

TELEPHONE SERVICES - CONTINUED

MCI WorldCom, Inc. (a) 1,474,278 $ 105,963,731

SBC Communications, Inc. 732,100 37,382,856

Sprint Corp. (FON Group) 865,800 46,969,650

293,481,642

TOTAL UTILITIES 409,299,085

TOTAL COMMON STOCKS 6,012,399,398
(Cost $3,893,900,034)

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
U.S. TREASURY OBLIGATIONS -
7.7%

MOODY'S RATINGS (UNAUDITED) PRINCIPAL AMOUNT

U.S. Treasury Bond stripped
principal:

0% 8/15/20 Aaa $ 175,000,000 45,538,500

0% 8/15/21 Aaa 65,000,000 15,958,800

U.S. Treasury Bonds 8.125% Aaa 401,000,000 474,619,564
8/15/19

TOTAL U.S. TREASURY OBLIGATIONS 536,116,864
(Cost $482,289,449)

</TABLE>

CASH EQUIVALENTS - 5.6%

Taxable Central Cash Fund, 393,893,083 393,893,083
5.22% (b) (Cost $393,893,083)

TOTAL INVESTMENT PORTFOLIO - 6,942,409,345
99.5%
(Cost $4,770,082,566)

NET OTHER ASSETS - 0.5% 35,001,209

NET ASSETS - 100% $ 6,977,410,554

LEGEND

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at
period end.

INCOME TAX INFORMATION

At September 30, 1999, the aggregate cost of investment securities for
income tax purposes was $4,774,384,045. Net unrealized appreciation
aggregated $2,168,025,300, of which $2,555,955,940 related to
appreciated investment securities and $387,930,640 related to
depreciated investment securities.

The fund hereby designates approximately $578,662,000 as a capital
gain dividend for the purpose of the dividend paid deduction.

FIDELITY DESTINY PORTFOLIOS: DESTINY I

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

SEPTEMBER 30, 1999

ASSETS

Investment in securities, at $ 6,942,409,345
value (cost $4,770,082,566)
- - See accompanying schedule

Cash 50,904

Receivable for investments 44,271,191
sold

Receivable for fund shares 149,451
sold

Dividends receivable 10,905,206

Interest receivable 5,598,355

Other receivables 388,509

TOTAL ASSETS 7,003,772,961

LIABILITIES

Payable for investments $ 22,048,260
purchased

Payable for fund shares 2,382,817
redeemed

Accrued management fee 1,646,998

Distribution fees payable 52

Other payables and accrued 284,280
expenses

TOTAL LIABILITIES 26,362,407

NET ASSETS $ 6,977,410,554

Net Assets consist of:

Paid in capital $ 3,811,914,854

Undistributed net investment 88,705,313
income

Accumulated undistributed net 904,471,401
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 2,172,318,986
(depreciation) on
investments and assets and
liabilities in foreign
currencies

NET ASSETS $ 6,977,410,554

CLASS O: NET ASSET VALUE, $26.54
offering price and
redemption price per share
($6,977,154,700 (divided by)
262,868,834 shares)

CLASS N: NET ASSET VALUE, $26.45
offering price and
redemption price per share
($255,854 (divided by) 9,672
shares)

STATEMENT OF OPERATIONS

YEAR ENDED SEPTEMBER 30, 1999

INVESTMENT INCOME $ 81,842,472
Dividends

Interest 52,055,909

Security lending 7,546

TOTAL INCOME 133,905,927

EXPENSES

Management fee Basic fee $ 32,768,288

Performance adjustment (11,707,748)

Transfer agent fees 515,173

Distribution fees 175

Accounting and security 924,663
lending fees

Non-interested trustees' 35,516
compensation

Custodian fees and expenses 181,099

Registration fees 42,876

Audit 56,129

Legal 149,089

Reports to shareholders 87,837

Miscellaneous 18,810

Total expenses before 23,071,907
reductions

Expense reductions (734,535) 22,337,372

NET INVESTMENT INCOME 111,568,555

REALIZED AND UNREALIZED GAIN
(LOSS)
Net realized gain (loss) on:

Investment securities 979,770,537

Foreign currency transactions 11,409 979,781,946

Change in net unrealized
appreciation (depreciation)
on:

Investment securities 90,386,999

Assets and liabilities in (39,459) 90,347,540
foreign currencies

NET GAIN (LOSS) 1,070,129,486

NET INCREASE (DECREASE) IN $ 1,181,698,041
NET ASSETS RESULTING FROM
OPERATIONS

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED SEPTEMBER 30, 1999 YEAR ENDED SEPTEMBER 30, 1998

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ 111,568,555 $ 109,475,765
income

Net realized gain (loss) 979,781,946 517,543,833

Change in net unrealized 90,347,540 (106,149,070)
appreciation (depreciation)

NET INCREASE (DECREASE) IN 1,181,698,041 520,870,528
NET ASSETS RESULTING FROM
OPERATIONS

Distributions to shareholders (105,484,207) (111,209,839)
From net investment income

From net realized gain (544,915,685) (480,404,897)

TOTAL DISTRIBUTIONS (650,399,892) (591,614,736)

Share transactions - net 240,053,910 316,060,481
increase (decrease)

TOTAL INCREASE (DECREASE) 771,352,059 245,316,273
IN NET ASSETS

NET ASSETS

Beginning of period 6,206,058,495 5,960,742,222

End of period (including $ 6,977,410,554 $ 6,206,058,495
undistributed net investment
income of $88,705,313 and
$85,475,956, respectively)

</TABLE>

FINANCIAL HIGHLIGHTS - CLASS O

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
YEARS ENDED SEPTEMBER 30, 1999 1998 1997 1996 1995

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 24.58 $ 25.08 $ 20.41 $ 18.78 $ 17.70
period

Income from Investment
Operations

Net investment income .42 C .44 C .49 C .45 .41

Net realized and unrealized 4.13 1.56 6.36 2.42 3.54
gain (loss)

Total from investment 4.55 2.00 6.85 2.87 3.95
operations

Less Distributions

From net investment income (.42) (.47) (.45) (.43) (.34)

From net realized gain (2.17) (2.03) (1.73) (.81) (2.53)

Total distributions (2.59) (2.50) (2.18) (1.24) (2.87)

Net asset value, end of period $ 26.54 $ 24.58 $ 25.08 $ 20.41 $ 18.78

TOTAL RETURN A, B 18.99% 8.72% 36.29% 16.04% 27.49%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 6,977,155 $ 6,206,058 $ 5,960,742 $ 4,565,482 $ 4,053,389
(000 omitted)

Ratio of expenses to average .32% .33% .39% .65% .68%
net assets

Ratio of expenses to average .31% D .33% .38% D .65% .68%
net assets after expense
reductions

Ratio of net investment 1.55% 1.71% 2.20% 2.40% 2.35%
income to average net assets

Portfolio turnover 36% 27% 32% 42% 55%

</TABLE>

A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.

B TOTAL RETURNS DO NOT INCLUDE THE EFFECTS OF THE SEPARATE SALES
CHARGE AND OTHER 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 CLASS' EXPENSES.

FINANCIAL HIGHLIGHTS - CLASS N

YEAR ENDED SEPTEMBER 30, 1999 E

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 27.76
period

Income from Investment
Operations

Net investment income D .08

Net realized and unrealized (1.39) G
gain (loss)

Total from investment (1.31)
operations

Net asset value, end of period $ 26.45

TOTAL RETURN B, C (4.72)%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 256
(000 omitted)

Ratio of expenses to average 1.18% A
net assets

Ratio of expenses to average 1.17% A, F
net assets after expense
reductions

Ratio of net investment .68% A
income to average net assets

Portfolio turnover 36%

A ANNUALIZED

B THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.

C TOTAL RETURNS DO NOT INCLUDE THE EFFECTS OF THE SEPARATE SALES
CHARGE AND OTHER FEES ASSESSED THROUGH FIDELITY SYSTEMATIC INVESTMENT
PLANS AND FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.

D NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.

E FOR THE PERIOD APRIL 30, 1999 (COMMENCEMENT OF SALE OF CLASS N
SHARES) TO SEPTEMBER 30, 1999.

F FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS' EXPENSES.

G THE AMOUNT SHOWN FOR A SHARE OUTSTANDING DOES NOT CORRESPOND WITH
THE AGGREGATE NET GAIN ON INVESTMENTS FOR THE PERIOD DUE TO THE TIMING
OF SALES AND REPURCHASES OF CLASS SHARES IN RELATION TO FLUCTUATING
MARKET VALUES OF THE INVESTMENTS OF THE FUND.

FIDELITY DESTINY PORTFOLIOS: DESTINY II

INVESTMENTS SEPTEMBER 30, 1999

Showing Percentage of Net Assets

COMMON STOCKS - 92.9%

SHARES VALUE (NOTE 1)

AEROSPACE & DEFENSE - 2.3%

AEROSPACE & DEFENSE - 1.7%

Boeing Co. 674,100 $ 28,733,513

Textron, Inc. 435,100 33,665,863

United Technologies Corp. 395,800 23,475,889

85,875,265

SHIP BUILDING & REPAIR - 0.6%

General Dynamics Corp. 511,200 31,918,050

TOTAL AEROSPACE & DEFENSE 117,793,315

BASIC INDUSTRIES - 2.8%

CHEMICALS & PLASTICS - 1.1%

Imperial Chemical Industries 244,900 2,644,156
PLC Class L

Lyondell Chemical Co. 255,400 3,415,975

Praxair, Inc. 812,200 37,361,200

Rohm & Haas Co. 415,778 15,019,980

58,441,311

IRON & STEEL - 0.2%

Nucor Corp. 168,500 8,024,813

METALS & MINING - 1.2%

Alcoa, Inc. 985,400 61,156,388

PACKAGING & CONTAINERS - 0.1%

Owens-Illinois, Inc. (a) 379,720 7,523,203

PAPER & FOREST PRODUCTS - 0.2%

Champion International Corp. 140,800 7,233,600

Georgia-Pacific Corp. 89,800 3,636,900

10,870,500

TOTAL BASIC INDUSTRIES 146,016,215

CONSTRUCTION & REAL ESTATE -
0.8%

BUILDING MATERIALS - 0.5%

Masco Corp. 876,300 27,165,300

ENGINEERING - 0.3%

Fluor Corp. 361,700 14,558,425

TOTAL CONSTRUCTION & REAL 41,723,725
ESTATE

SHARES VALUE (NOTE 1)

DURABLES - 2.5%

AUTOS, TIRES, & ACCESSORIES -
0.7%

Danaher Corp. 348,800 $ 18,377,400

Eaton Corp. 229,300 19,791,456

38,168,856

CONSUMER DURABLES - 0.8%

Minnesota Mining & 411,100 39,491,294
Manufacturing Co.

CONSUMER ELECTRONICS - 0.4%

Maytag Corp. 96,300 3,207,994

Sony Corp. 129,400 19,418,087

22,626,081

HOME FURNISHINGS - 0.2%

Leggett & Platt, Inc. 368,400 7,252,875

TEXTILES & APPAREL - 0.4%

NIKE, Inc. Class B 377,500 21,470,313

TOTAL DURABLES 129,009,419

ENERGY - 5.8%

ENERGY SERVICES - 0.9%

Halliburton Co. 600,500 24,620,500

Schlumberger Ltd. 377,100 23,498,044

48,118,544

OIL & GAS - 4.9%

BP Amoco PLC sponsored ADR 337,906 37,444,209

Chevron Corp. 218,100 19,356,375

Exxon Corp. 943,200 71,624,250

Mobil Corp. 471,100 47,463,325

Royal Dutch Petroleum Co. (NY 1,007,500 59,505,469
Registry Gilder 1.25)

Texaco, Inc. 179,700 11,343,563

USX-Marathon Group 321,700 9,409,725

256,146,916

TOTAL ENERGY 304,265,460

FINANCE - 10.6%

BANKS - 3.5%

Bank of New York Co., Inc. 951,340 31,810,431

Chase Manhattan Corp. 1,348,500 101,643,188

Fuji Bank Ltd. 1,118,000 13,604,401

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

FINANCE - CONTINUED

BANKS - CONTINUED

Mellon Bank Corp. 65,200 $ 2,200,500

U.S. Bancorp 825,700 24,925,819

Wells Fargo & Co. 227,400 9,010,725

183,195,064

CREDIT & OTHER FINANCE - 3.8%

American Express Co. 658,800 88,690,950

Associates First Capital 679,600 24,465,600
Corp. Class A

Citigroup, Inc. 1,980,350 87,135,400

200,291,950

FEDERAL SPONSORED CREDIT - 1.3%

Fannie Mae 557,100 34,923,206

Freddie Mac 600,500 31,226,000

66,149,206

INSURANCE - 1.6%

AFLAC, Inc. 276,700 11,586,813

Allmerica Financial Corp. 28,000 1,333,500

American International Group, 734,621 63,866,113
Inc.

Hartford Financial Services 49,100 2,006,963
Group, Inc.

MBIA, Inc. 130,700 6,093,888

84,887,277

SECURITIES INDUSTRY - 0.4%

Nikko Securities Co. Ltd. 1,515,000 12,822,080

Schwab (Charles) Corp. 201,500 6,788,031

19,610,111

TOTAL FINANCE 554,133,608

HEALTH - 8.7%

DRUGS & PHARMACEUTICALS - 5.4%

American Home Products Corp. 82,300 3,415,450

Amgen, Inc. (a) 436,300 35,558,450

Bristol-Myers Squibb Co. 907,300 61,242,750

Elan Corp. PLC sponsored ADR 235,500 7,903,969
(a)

Eli Lilly & Co. 637,500 40,800,000

Merck & Co., Inc. 718,400 46,561,300

Pfizer, Inc. 149,700 5,379,844

SHARES VALUE (NOTE 1)

HEALTH - CONTINUED

DRUGS & PHARMACEUTICALS -
CONTINUED

Schering-Plough Corp. 1,586,600 $ 69,215,425

Warner-Lambert Co. 231,200 15,345,900

285,423,088

MEDICAL EQUIPMENT & SUPPLIES
- - 3.3%

Abbott Laboratories 976,400 35,882,700

Baxter International, Inc. 7,700 463,925

Becton, Dickinson & Co. 111,900 3,140,194

Biomet, Inc. 256,350 6,745,209

Boston Scientific Corp. (a) 492,300 12,153,656

Cardinal Health, Inc. 957,954 52,208,493

Guidant Corp. 316,600 16,977,675

Johnson & Johnson 374,400 34,398,000

Medtronic, Inc. 231,000 8,200,500

Stryker Corp. 31,900 1,630,888

U.S. Surgical Corp. rights 1 0
6/30/00 (a)

171,801,240

TOTAL HEALTH 457,224,328

INDUSTRIAL MACHINERY &
EQUIPMENT - 9.1%

ELECTRICAL EQUIPMENT - 4.8%

ABB Ltd. (Sweden) (a) 217,687 22,528,952

General Electric Co. 1,787,900 211,977,869

Mitsubishi Electric Corp. 3,256,000 18,616,212

253,123,033

INDUSTRIAL MACHINERY &
EQUIPMENT - 4.2%

Caterpillar, Inc. 366,600 20,094,263

Deere & Co. 733,900 28,392,756

Dover Corp. 140,500 5,742,938

Illinois Tool Works, Inc. 311,500 23,226,219

Ingersoll-Rand Co. 424,700 23,331,956

Parker-Hannifin Corp. 492,300 22,061,194

The Stanley Works 148,600 3,742,863

Tyco International Ltd. 904,500 93,389,625

219,981,814

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

INDUSTRIAL MACHINERY &
EQUIPMENT - CONTINUED

POLLUTION CONTROL - 0.1%

Waste Management, Inc. 175,200 $ 3,372,600

TOTAL INDUSTRIAL MACHINERY & 476,477,447
EQUIPMENT

MEDIA & LEISURE - 9.0%

BROADCASTING - 3.8%

AT&T Corp. (Liberty Media 858,892 31,886,366
Group) Class A (a)

CBS Corp. (a) 573,700 26,533,625

Clear Channel Communications, 314,600 25,128,675
Inc. (a)

Comcast Corp. Class A 720,000 28,710,000
(special)

Time Warner, Inc. 1,061,431 64,481,933

USA Networks, Inc. (a) 617,000 23,908,750

200,649,349

ENTERTAINMENT - 2.1%

Carnival Corp. 365,300 15,890,550

Disney (Walt) Co. 770,000 19,923,750

Fox Entertainment Group, Inc. 800,200 16,904,225
Class A

News Corp. Ltd. sponsored:

ADR 312,200 8,878,188

ADR (preferred ltd. vtg.) 271,700 7,250,994

Viacom, Inc. Class B 912,200 38,540,450
(non-vtg.) (a)

107,388,157

LEISURE DURABLES & TOYS - 0.2%

Nintendo Co. Ltd. 78,700 12,566,541

LODGING & GAMING - 0.1%

Marriott International, Inc. 151,600 4,955,425
Class A

PUBLISHING - 1.3%

Harcourt General, Inc. 41,900 1,744,088

McGraw-Hill Companies, Inc. 1,204,300 58,258,013

Reader's Digest Association, 225,900 6,607,575
Inc. Class A (non-vtg.)

66,609,676

RESTAURANTS - 1.5%

McDonald's Corp. 1,029,900 44,285,700

SHARES VALUE (NOTE 1)

MEDIA & LEISURE - CONTINUED

RESTAURANTS - CONTINUED

Outback Steakhouse, Inc. (a) 459,200 $ 11,695,250

Tricon Global Restaurants, 568,700 23,281,156
Inc. (a)

79,262,106

TOTAL MEDIA & LEISURE 471,431,254

NONDURABLES - 3.7%

BEVERAGES - 0.6%

Anheuser-Busch Companies, 321,300 22,511,081
Inc.

Coca-Cola Co. (The) 151,100 7,262,244

29,773,325

FOODS - 0.5%

Dean Foods Co. 80,300 3,498,069

Flowers Industries, Inc. 247,400 3,355,363

H.J. Heinz Co. 87,000 3,741,000

Keebler Foods Co. (a) 477,900 14,277,263

24,871,695

HOUSEHOLD PRODUCTS - 1.7%

Avon Products, Inc. 631,900 15,679,019

Clorox Co. 977,866 37,403,375

Colgate-Palmolive Co. 520,300 23,803,725

Procter & Gamble Co. 156,000 14,625,000

91,511,119

TOBACCO - 0.9%

Philip Morris Companies, Inc. 1,403,900 47,995,831

TOTAL NONDURABLES 194,151,970

RETAIL & WHOLESALE - 6.6%

APPAREL STORES - 0.7%

Abercrombie & Fitch Co. Class 514,300 17,518,344
A (a)

Gap, Inc. 167,900 5,372,800

TJX Companies, Inc. 533,500 14,971,344

37,862,488

DRUG STORES - 1.2%

CVS Corp. 1,462,300 59,680,119

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

RETAIL & WHOLESALE - CONTINUED

GENERAL MERCHANDISE STORES -
3.1%

Cifra SA de CV Series V (a) 4,288,000 $ 6,727,172

Costco Wholesale Corp. (a) 324,600 23,371,200

Dayton Hudson Corp. 569,700 34,217,606

Federated Department Stores, 619,800 27,077,513
Inc. (a)

Nordstrom, Inc. 629,000 16,983,000

Wal-Mart Stores, Inc. 1,135,000 53,983,438

162,359,929

GROCERY STORES - 0.1%

Kroger Co. (a) 261,400 5,767,138

RETAIL & WHOLESALE,
MISCELLANEOUS - 1.5%

Home Depot, Inc. 713,300 48,950,213

Lowe's Companies, Inc. 105,100 5,123,625

Staples, Inc. (a) 1,116,700 24,358,019

Williams-Sonoma, Inc. (a) 28,700 1,393,744

79,825,601

TOTAL RETAIL & WHOLESALE 345,495,275

SERVICES - 2.0%

ADVERTISING - 0.9%

Omnicom Group, Inc. 536,600 42,492,013

Young & Rubicam, Inc. 36,600 1,610,400

44,102,413

PRINTING - 0.2%

Donnelley (R.R.) & Sons Co. 374,200 10,805,025

SERVICES - 0.9%

Block (H&R), Inc. 174,700 7,588,531

Cendant Corp. (a) 961,000 17,057,750

Ecolab, Inc. 507,750 17,326,969

Gartner Group, Inc.:

Class A 52,300 833,531

Class B (a) 260,766 4,351,533

47,158,314

TOTAL SERVICES 102,065,752

SHARES VALUE (NOTE 1)

TECHNOLOGY - 20.1%

COMMUNICATIONS EQUIPMENT - 4.4%

ADC Telecommunications, Inc. 333,800 $ 13,998,738
(a)

Cisco Systems, Inc. (a) 1,159,600 79,505,075

Jabil Circuit, Inc. (a) 39,200 1,940,400

Lucent Technologies, Inc. 1,146,095 74,352,913

NEC Corp. 508,000 10,246,944

Nokia AB sponsored ADR 529,200 47,528,775

227,572,845

COMPUTER SERVICES & SOFTWARE
- - 7.5%

At Home Corp. Series A (a) 346,452 14,356,105

Automatic Data Processing, 134,500 6,002,063
Inc.

Digital Insight Corp. 1,500 22,500

DST Systems, Inc. (a) 17,400 989,625

Electronic Data Systems Corp. 69,600 3,684,450

First Data Corp. 315,400 13,838,175

Galileo International, Inc. 63,500 2,555,875

IMS Health, Inc. 956,600 21,822,438

International Business 805,000 97,706,875
Machines Corp.

Intuit, Inc. (a) 218,500 19,152,891

Lycos, Inc. (a) 88,000 4,411,000

Microsoft Corp. (a) 1,734,400 157,071,600

RealNetworks, Inc. (a) 12,000 1,254,750

Unisys Corp. (a) 945,745 42,676,743

Yahoo!, Inc. (a) 23,500 4,218,250

389,763,340

COMPUTERS & OFFICE EQUIPMENT
- - 4.7%

Compaq Computer Corp. 163,000 3,738,813

Comverse Technology, Inc. (a) 61,400 5,790,788

Dell Computer Corp. (a) 335,800 14,040,638

EMC Corp. (a) 435,700 31,125,319

Fujitsu Ltd. 730,000 22,791,047

Hewlett-Packard Co. 340,600 31,335,200

Hitachi Ltd. 788,000 8,599,050

Pitney Bowes, Inc. 466,100 28,402,969

SCI Systems, Inc. (a) 773,100 34,354,631

Sun Microsystems, Inc. (a) 406,900 37,841,700

Xerox Corp. 711,900 29,855,306

247,875,461

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

TECHNOLOGY - CONTINUED

ELECTRONICS - 3.5%

Analog Devices, Inc. (a) 343,200 $ 17,589,000

Intel Corp. 233,900 17,381,694

Micron Technology, Inc. (a) 99,500 6,622,969

Motorola, Inc. 433,300 38,130,400

Samsung Electronics Co. Ltd. 70,700 11,449,152

Sanmina Corp. (a) 157,800 12,209,775

Solectron Corp. (a) 267,492 19,209,269

Texas Instruments, Inc. 736,500 60,577,125

183,169,384

TOTAL TECHNOLOGY 1,048,381,030

TRANSPORTATION - 0.9%

RAILROADS - 0.9%

Burlington Northern Santa Fe 681,400 18,738,500
Corp.

CSX Corp. 333,100 14,115,113

Union Pacific Corp. 313,700 15,077,206

47,930,819

UTILITIES - 8.0%

CELLULAR - 2.8%

ALLTEL Corp. 389,100 27,382,913

China Telecom (Hong Kong) 5,986,000 18,455,806
Ltd. (a)

Nextel Communications, Inc. 23,700 1,607,156
Class A (a)

NTT Mobile Communication 376 7,425,240
Network, Inc.

QUALCOMM, Inc. 24,000 4,540,500

Vodafone AirTouch PLC 273,000 64,905,750
sponsored ADR

VoiceStream Wireless Corp. (a) 345,200 21,305,313

145,622,678

ELECTRIC UTILITY - 1.9%

AES Corp. (a) 497,700 29,364,300

CMS Energy Corp. 4,400 149,325

Entergy Corp. 425,300 12,307,119

Illinova Corp. 386,200 10,837,738

IPALCO Enterprises, Inc. 470,200 9,139,513

PECO Energy Co. 280,800 10,530,000

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

UTILITIES - CONTINUED

ELECTRIC UTILITY - CONTINUED

PG&E Corp. 453,042 $ 11,722,462

Unicom Corp. 401,800 14,841,488

98,891,945

GAS - 0.0%

Dynegy, Inc. 120,600 2,494,913

TELEPHONE SERVICES - 3.3%

AT&T Corp. 915,818 39,838,083

CenturyTel, Inc. 241,900 9,827,188

MCI WorldCom, Inc. (a) 925,703 66,534,903

Qwest Communications 319,100 9,433,394
International, Inc. (a)

SBC Communications, Inc. 923,400 47,151,113

172,784,681

TOTAL UTILITIES 419,794,217

TOTAL COMMON STOCKS 4,855,893,834
(Cost $3,796,828,576)

CONVERTIBLE BONDS - 0.2%

MOODY'S RATINGS (UNAUDITED) PRINCIPAL AMOUNT

FINANCE - 0.2%

CREDIT & OTHER FINANCE - 0.2%

Elan Finance Corp. Ltd. Baa3 $ 19,620,000 11,036,250
liquid yield option notes 0%
12/14/18 (c) (Cost
$10,563,844)

CASH EQUIVALENTS - 6.0%

SHARES VALUE (NOTE 1)

Taxable Central Cash Fund, 314,054,717 $ 314,054,717
5.22% (b) (Cost $314,054,717)

TOTAL INVESTMENT PORTFOLIO - 5,180,984,801
99.1%
(Cost $4,121,447,137)

NET OTHER ASSETS - 0.9% 46,842,400

NET ASSETS - 100% $ 5,227,827,201

LEGEND

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at
period end.

(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 $11,036,250 or 0.2% of net assets.

INCOME TAX INFORMATION

At September 30, 1999, the aggregate cost of investment securities for
income tax purposes was $4,143,239,158. Net unrealized appreciation
aggregated $1,037,745,643, of which $1,247,922,227 related to
appreciated investment securities and $210,176,584 related to
depreciated investment securities.

The fund hereby designates approximately $881,314,000 as a capital
gain dividend for the purpose of the dividend paid deduction.

FIDELITY DESTINY PORTFOLIOS: DESTINY II

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

SEPTEMBER 30, 1999

ASSETS

Investment in securities, at $ 5,180,984,801
value (cost $4,121,447,137)
- - See accompanying schedule

Cash 48,400

Receivable for investments 140,306,649
sold

Receivable for fund shares 418,368
sold

Dividends receivable 4,745,866

Interest receivable 1,009,604

Other receivables 179,506

TOTAL ASSETS 5,327,693,194

LIABILITIES

Payable for investments $ 76,299,536
purchased

Payable for fund shares 1,001,009
redeemed

Accrued management fee 2,059,741

Distribution fees payable 259

Other payables and accrued 220,919
expenses

Collateral on securities 20,284,529
loaned, at value

TOTAL LIABILITIES 99,865,993

NET ASSETS $ 5,227,827,201

Net Assets consist of:

Paid in capital $ 3,626,741,157

Undistributed net investment 39,810,345
income

Accumulated undistributed net 501,742,081
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 1,059,533,618
(depreciation) on
investments and assets and
liabilities in foreign
currencies

NET ASSETS $ 5,227,827,201

CLASS O NET ASSET VALUE, $14.76
offering price and
redemption price per share
($5,226,302,749 (divided by)
353,979,571 shares)

CLASS N: NET ASSET VALUE, $14.72
offering price and
redemption price per share
($1,524,452 (divided by)
103,578 shares)

STATEMENT OF OPERATIONS

YEAR ENDED SEPTEMBER 30, 1999

INVESTMENT INCOME $ 50,536,774
Dividends

Interest 13,344,378

Security lending 51,088

TOTAL INCOME 63,932,240

EXPENSES

Management fee Basic fee $ 29,741,031

Performance adjustment (6,765,297)

Transfer agent fees 251,873

Distribution fees 558

Accounting and security 896,122
lending fees

Non-interested trustees' 21,861
compensation

Custodian fees and expenses 121,830

Registration fees 35,476

Audit 49,044

Legal 101,949

Interest 892

Reports to shareholders 220,050

Miscellaneous 12,157

Total expenses before 24,687,546
reductions

Expense reductions (972,807) 23,714,739

NET INVESTMENT INCOME 40,217,501

REALIZED AND UNREALIZED GAIN
(LOSS)
Net realized gain (loss) on:

Investment securities 514,903,755

Foreign currency transactions (300,041) 514,603,714

Change in net unrealized
appreciation (depreciation)
on:

Investment securities 644,474,509

Assets and liabilities in (50,856) 644,423,653
foreign currencies

NET GAIN (LOSS) 1,159,027,367

NET INCREASE (DECREASE) IN $ 1,199,244,868
NET ASSETS RESULTING FROM
OPERATIONS

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED SEPTEMBER 30, 1999 YEAR ENDED SEPTEMBER 30, 1998

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ 40,217,501 $ 49,870,755
income

Net realized gain (loss) 514,603,714 911,976,206

Change in net unrealized 644,423,653 (723,728,685)
appreciation (depreciation)

NET INCREASE (DECREASE) IN 1,199,244,868 238,118,276
NET ASSETS RESULTING FROM
OPERATIONS

Distributions to shareholders (34,149,944) (63,384,584)
From net investment income

From net realized gain (864,396,346) (245,892,803)

TOTAL DISTRIBUTIONS (898,546,290) (309,277,387)

Share transactions - net 957,719,512 431,423,801
increase (decrease)

TOTAL INCREASE (DECREASE) 1,258,418,090 360,264,690
IN NET ASSETS

NET ASSETS

Beginning of period 3,969,409,111 3,609,144,421

End of period (including $ 5,227,827,201 $ 3,969,409,111
undistributed net investment
income of $39,810,345 and
$36,167,783, respectively)

</TABLE>

FINANCIAL HIGHLIGHTS - CLASS O

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
YEARS ENDED SEPTEMBER 30, 1999 1998 1997 1996 E 1995 E

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 14.07 $ 14.40 $ 11.61 $ 10.57 $ 9.52
period

Income from Investment
Operations

Net investment income .12 C .18 C .27 C .24 .22

Net realized and unrealized 3.73 .71 3.52 1.34 1.99
gain (loss)

Total from investment 3.85 .89 3.79 1.58 2.21
operations

Less Distributions

From net investment income (.12) (.25) (.25) (.22) (.17)

From net realized gain (3.04) (.97) (.75) (.32) (.99)

Total distributions (3.16) (1.22) (1.00) (.54) (1.16)

Net asset value, end of period $ 14.76 $ 14.07 $ 14.40 $ 11.61 $ 10.57

TOTAL RETURN A, B 30.06% 6.64% 34.72% 15.43% 26.98%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 5,226,303 $ 3,969,409 $ 3,609,144 $ 2,538,407 $ 2,031,762
(000 omitted)

Ratio of expenses to average .48% .48% .54% .78% .80%
net assets

Ratio of expenses to average .47% D .48% .53% D .78% .80%
net assets after expense
reductions

Ratio of net investment .79% 1.23% 2.11% 2.38% 2.33%
income to average net assets

Portfolio turnover 77% 106% 35% 37% 52%

</TABLE>

A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.

B TOTAL RETURNS DO NOT INCLUDE THE EFFECTS OF THE SEPARATE SALES
CHARGE AND OTHER 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 CLASS' EXPENSES.

E PER-SHARE DATA HAVE BEEN ADJUSTED FOR A 3 FOR 1 SHARE SPLIT PAID
JUNE 21, 1996.

FINANCIAL HIGHLIGHTS - CLASS N

YEAR ENDED SEPTEMBER 30, 1999 E

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 15.35
period

Income from Investment
Operations

Net investment income (loss) D .00

Net realized and unrealized (.63) G
gain (loss)

Total from investment (.63)
operations

Net asset value, end of period $ 14.72

TOTAL RETURN B, C (4.10)%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 1,524
(000 omitted)

Ratio of expenses to average 1.35% A
net assets

Ratio of expenses to average 1.33% A, F
net assets after expense
reductions

Ratio of net investment (.07)% A
income (loss) to average net
assets

Portfolio turnover 77%

A ANNUALIZED

B THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.

C TOTAL RETURNS DO NOT INCLUDE THE EFFECTS OF THE SEPARATE SALES
CHARGE AND OTHER FEES ASSESSED THROUGH FIDELITY SYSTEMATIC INVESTMENT
PLANS AND FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.

D NET INVESTMENT INCOME (LOSS) PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.

E FOR THE PERIOD APRIL 30, 1999 (COMMENCEMENT OF SALE OF CLASS N
SHARES) TO SEPTEMBER 30, 1999.

F FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS' EXPENSES.

NOTES TO FINANCIAL STATEMENTS

For the period ended September 30, 1999

1. SIGNIFICANT ACCOUNTING POLICIES.

Destiny I and Destiny II (the funds) are funds of Fidelity Destiny
Portfolios (the trust). The trust is registered under the Investment
Company Act of 1940, as amended (the 1940 act), as an open-end
management investment company organized as a Massachusetts business
trust. Each fund is authorized to issue an unlimited number of shares.

Each fund offers two classes of shares, Class O and Class N, each of
which has equal rights as to assets and voting privileges. Each class
has exclusive voting rights with respect to matters that affect that
class. The funds commenced sale of Class N shares on April 30, 1999.
Investment income, realized and unrealized capital gains and losses,
the common expenses of the funds, and certain fund-level expense
reductions, if any, are allocated on a pro rata basis to each class
based on the relative net assets of each class to the total net assets
of each fund. Each class of shares differs in its respective
distribution and transfer agent expenses, and expense reductions.
Shares of each fund are offered to the general public through Fidelity
Systematic Investment Plans: Destiny Plans I and Destiny Plans II (the
Plans), a unit investment trust with four series.

The financial statements have been prepared in conformity with
generally accepted accounting principles which require 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 (including restricted
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
and settlement date 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.

1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

DEFERRED TRUSTEE COMPENSATION. Under a Deferred Compensation Plan (the
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 fund or are invested in a
cross-section of other Fidelity funds. Deferred amounts remain in the
fund until distributed in accordance with the Plan.

DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date. Income dividends and capital gain distributions are
declared separately for each class.

Income and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted
accounting principles. These differences, which may result in
distribution reclassifications, are primarily due to differing
treatments for litigation proceeds, foreign currency transactions,
partnerships, non-taxable dividends and losses deferred due to wash
sales. The fund 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 which will
reverse in a subsequent period. Any taxable income or gain remaining
at fiscal year end is distributed in the following year.

SECURITY TRANSACTIONS. Security transactions are accounted for as of
trade date. Gains and losses on securities sold are determined on the
basis of identified cost.

2. OPERATING POLICIES.

FOREIGN CURRENCY CONTRACTS. The funds generally 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. Income distributions from the Cash Fund
are declared daily and paid monthly from net interest

2. OPERATING POLICIES - CONTINUED

TAXABLE CENTRAL CASH FUND - CONTINUED

income. Income distributions earned by the funds are recorded as
interest income in the accompanying financial statements.

RESTRICTED SECURITIES. The funds are permitted to invest in securities
that are subject to legal or contractual restrictions on resale. These
securities generally may be resold in transactions exempt from
registration or to the public if the securities are registered.
Disposal of these securities may involve time-consuming negotiations
and expense, and prompt sale at an acceptable price may be difficult.
At the end of the period, the funds had no investments in restricted
securities (excluding 144A issues).

3. PURCHASES AND SALES OF INVESTMENTS.

Destiny I: Purchases and sales of securities, other than short-term
securities, aggregated $2,483,153,725 and $2,879,070,551,
respectively, of which U.S. government and government agency
obligations aggregated $0 and $152,315,313, respectively.

Destiny II: Purchases and sales of securities, other than short-term
securities, aggregated $3,781,882,869 and $3,729,228,823,
respectively, of which U.S. government and government agency
obligations aggregated $67,698,445 and $61,950,039, respectively.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As each fund's investment adviser, FMR receives a
monthly basic fee that is calculated on the basis of a group fee rate
plus a fixed individual fund fee rate applied to the average net
assets of each fund. The group fee rate is the weighted average of a
series of rates and is based on the monthly average net assets of all
the mutual funds advised by FMR. The rates ranged from .2500% to
.5200% for the period. 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 -.24% of each
fund's average net assets up to and including $100,000,000 and -.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
.29% and .45%, respectively of average net assets after the
performance adjustment for the Destiny I and Destiny II funds,
respectively. Effective July 1, 1999 each fund's performance
adjustment will be phased out over an 18 month period. During the
phase out period the performance adjustment can decrease, but not
increase, the management fee owed by the funds.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES -

CONTINUED

DISTRIBUTION AND SERVICE PLAN. In accordance with Rule 12b-1 of the
1940 Act, the Board of Trustees has adopted a Distribution and Service
Plan (the Plan) for Class N for each fund. During the period, Class N
paid Fidelity Distributors Corporation (FDC), an affiliate of FMR, a
service fee based on an annual rate of .25% of Class N's average net
assets pursuant to the Plan. For the period, Class N paid FDC the
following amounts:

PAID TO FDC

Destiny I $ 175

Destiny II $ 558

TRANSFER AGENT FEES. Fidelity Service Company, Inc., (FSC), an
affiliate of FMR, is the transfer, dividend disbursing and shareholder
servicing agent for each class of the funds. For Class O non-Destiny
Plan accounts, FSC receives account fees and asset-based fees that
vary according to account size and type of account. FSC does not
receive a fee for Class O Destiny Plan accounts. For Class N, FSC
receives a fee based on monthly Plan payment amounts or per
transaction that may not exceed an annual rate of .63% of the Class N
shares' average net assets. In addition, FSC pays for typesetting,
printing, and mailing of all shareholder reports, except proxy
statements. For the period, the following amounts were paid to FSC:

Destiny I

AMOUNT % OF AVERAGE NET ASSETS

CLASS O $ 514,732 .01

CLASS N 441 .62 *

$ 515,173

Destiny II

AMOUNT % OF AVERAGE NET ASSETS

CLASS O $ 250,468 .01

CLASS N 1,405 .62 *

$ 251,873

* ANNUALIZED

ACCOUNTING AND SECURITY LENDING FEES. FSC maintains each fund's
accounting records and administers the security lending program. The
security lending fee is based on the number and duration of lending
transactions. The accounting 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 $475,612 and $336,677, respectively for the period.

5. SECURITY LENDING.

The funds lend portfolio securities from time to time in order to earn
additional income. Each fund receives collateral (in the form of U.S.
Treasury obligations, letters of credit and/or cash) against the
loaned securities and maintains collateral in an amount not less than
100% of the market value of the loaned securities during the period of
the loan. The market value of the loaned securities is determined at
the close of business of the funds and any additional required
collateral is delivered to the funds on the next business day. If the
borrower defaults on its obligation to return the securities loaned
because of insolvency or other reasons, a fund could experience delays
and costs in recovering the securities loaned or in gaining access to
the collateral. At period end, there were no loans outstanding for
Destiny I. At period end, the value of the securities loaned amounted
to $19,716,383 for Destiny II. Destiny II received cash collateral of
$20,284,529 which was invested in the Taxable Central Cash Fund.

6. 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. The interest
rate on the borrowings is the bank's base rate, as revised from time
to time. For Destiny I there were no loans during the period. For
Destiny II the average daily loan balance during the period for which
the loan was outstanding amounted to $6,000,000. The weighted average
interest rate was 5.4%.

7. EXPENSE REDUCTIONS.

FMR has directed certain portfolio trades to brokers who paid a
portion of the fund's expenses. For the period, each fund's expenses
were reduced by $712,549 and $954,197 under this arrangement for
Destiny I and Destiny II, respectively.

In addition, each fund has entered into arrangements with its
custodian and each class' transfer agent whereby credits realized as a
result of uninvested cash balances were used to reduce a portion of
expenses. During the period, each fund's custodian fees were reduced
by $4,090 and $864 for Destiny I and Destiny II, respectively under
the custodian arrangement. Each applicable class' expenses were
reduced as follows under the transfer agent arrangements:

Destiny I

TRANSFER AGENT CREDITS

CLASS O $ 17,896

Destiny II

TRANSFER AGENT CREDITS

CLASS O $ 17,746

8. DISTRIBUTIONS TO SHAREHOLDERS.

Distributions to shareholders of each fund's class were as follows:

Destiny I

YEARS ENDED SEPTEMBER 30,

1999 A 1998

FROM NET INVESTMENT INCOME

Class O $ 105,484,207 $ 111,209,839

Class N - -

Total $ 105,484,207 $ 111,209,839

FROM NET REALIZED GAIN

Class O $ 544,915,685 $ 480,404,897

Class N - -

Total $ 544,915,685 $ 480,404,897

Total Distributions $ 650,399,892 $ 591,614,736

Destiny II
YEAR ENDED SEPTEMBER 30,

1999 A 1998

FROM NET INVESTMENT INCOME

Class O $ 34,149,944 $ 63,384,584

Class N - -

Total $ 34,149,944 $ 63,384,584

FROM NET REALIZED GAIN

Class O $ 864,396,346 $ 245,892,803

Class N - -

Total $ 864,396,346 $ 245,892,803

Total Distributions $ 898,546,290 $ 309,277,387

A DISTRIBUTIONS FOR DESTINY I: CLASS N AND DESTINY II: CLASS N ARE FOR
THE PERIOD APRIL 30, 1999 (COMMENCEMENT OF SALE OF SHARES) TO
SEPTEMBER 30, 1999.

9. SHARE TRANSACTIONS.

Transactions for each fund's class of shares for the periods are as
follows:

Destiny I

<TABLE>
<CAPTION>
<S> <C> <C> <C>
SHARES DOLLARS

YEAR ENDED SEPTEMBER 30, YEAR ENDED SEPTEMBER 30, YEAR ENDED SEPTEMBER 30,

1999 A 1998 1999 A

CLASS O Shares sold 9,223,182 7,674,934 $ 248,764,091

Reinvestment of distributions 22,671,053 23,221,864 575,618,075

Shares redeemed (21,478,357) (16,076,270) (584,597,461)

Net increase (decrease) 10,415,878 14,820,528 $ 239,784,705

CLASS N Shares sold 9,786 - $ 272,403

Shares redeemed (114) - (3,198)

Net increase (decrease) 9,672 - $ 269,205

</TABLE>

YEAR ENDED SEPTEMBER 30,

1998

CLASS O Shares sold $ 194,919,194

Reinvestment of distributions 531,084,059

Shares redeemed (409,942,772)

Net increase (decrease) $ 316,060,481

CLASS N Shares sold $ -

Shares redeemed -

Net increase (decrease) $ -

</TABLE>

Destiny II

<TABLE>
<CAPTION>
<S> <C> <C> <C>
SHARES DOLLARS

YEAR ENDED SEPTEMBER 30, YEAR ENDED SEPTEMBER 30, YEAR ENDED SEPTEMBER 30,

1999 A 1998 1999 A

CLASS O Shares sold 42,363,720 33,666,459 $ 629,670,010

Reinvestment of distributions 66,407,354 22,694,528 875,248,918

Shares redeemed (36,859,021) (24,889,611) (548,780,811)

Net increase (decrease) 71,912,053 31,471,376 $ 956,138,117

CLASS N Shares sold 105,039 - $ 1,603,569

Shares redeemed (1,461) - (22,174)

Net increase (decrease) 103,578 - $ 1,581,395

</TABLE>

YEAR ENDED SEPTEMBER 30,

1998

CLASS O Shares sold $ 501,235,130

Reinvestment of distributions 302,744,998

Shares redeemed (372,556,327)

Net increase (decrease) $ 431,423,801

CLASS N Shares sold $ -

Shares redeemed -

Net increase (decrease) $ -

</TABLE>

A SHARE TRANSACTIONS FOR DESTINY I: CLASS N AND DESTINY II: CLASS N
ARE FOR THE PERIOD APRIL 30, 1999 (COMMENCEMENT OF SALE OF SHARES) TO
SEPTEMBER 30, 1999.

INDEPENDENT AUDITORS' REPORT

To the Trustees and Shareholders of Fidelity Destiny Portfolios:
Destiny I and Destiny II:

We have audited the accompanying statements of assets and liabilities,
including the portfolios of investments of Destiny I and Destiny II
(funds of Fidelity Destiny Portfolios) as of September 30, 1999, and
the related statements of operations, changes in net assets and
financial highlights for the year then ended. These financial
statements and financial highlights are the responsibility of the
Funds' management. Our responsibility is to express an opinion on
these financial statements and financial highlights based on our
audit. The statement of changes in net assets for the year ended
September 30, 1998 and the financial highlights for each of the years
in the four-year period ended September 30, 1998 were audited by other
auditors whose report, dated November 12, 1998 expressed an
unqualified opinion on those statements and financial highlights.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. Our procedures included
confirmation of the securities owned at September 30, 1999 by
correspondence with the custodian and brokers; where replies were not
received from brokers, we performed other auditing procedures. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights
present fairly, in all material respects, the financial positions of
Destiny I and Destiny II at September 30, 1999, the results of their
operations, the changes in their net assets, and their financial
highlights for the year then ended in conformity with generally
accepted accounting principles.

/s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Boston, Massachusetts
November 5, 1999

DISTRIBUTIONS

The funds hereby designate 100% of the long-term capital gain
dividends distributed during the fiscal year as 20%-rate capital gain
dividends.

A total of 36.18% and 0.00% 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

A total of 58% and 100% 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 2000 of amounts for use
in preparing 1999 income tax returns.

OF SPECIAL NOTE

INTRODUCING FIDELITY'S NEW, REORGANIZED PROSPECTUS

Recently, the SEC issued new disclosure requirements for all mutual
fund prospectuses. While Fidelity could have complied by simply
following the new requirements, we saw a different opportunity. We saw
the chance to create a brand new prospectus: one that is better
organized, easier to use and more informative than ever.

The new format of the Fidelity mutual fund prospectus puts the
information you need to make informed investment decisions right at
your fingertips. In the opening pages, you will find the SEC-mandated
summary that highlights the fund's investment objectives, strategies
and risks. There's also an easy-to-read performance chart and fee
table right up front.

Inside, you will find additional features we've introduced to make the
fund prospectus a more useful tool. In our new Shareholder Information
section, for example, we have provided practical, beneficial
information - from how to buy or sell shares, key contact information,
investment services, ways to set up your account and more - all in one
convenient location.

We invite you to spend a moment and review our new prospectus. It is
designed to help make your investment decision easier, no matter which
of the Fidelity funds you invest in.

PROXY VOTING RESULTS

A special meeting of the funds' shareholders was held on June 16,
1999. Shareholders of record at the close of business on April 19,
1999 (Class O) were entitled to vote. The results of votes taken among
shareholders on proposals before them are reported below. Each vote
reported represents one dollar of net asset value held on April 19,
1999, the record date for the meeting.

PROPOSAL 1

To elect as Trustees the following twelve nominees.*

# OF % OF
VOTES CAST VOTES CAST

RALPH F. COX
Affirmative 12,034,713,521.44 97.812

Withheld 269,174,117.65 2.188

TOTAL 12,303,887,639.09 100.000

PHYLLIS BURKE DAVIS
Affirmative 12,024,799,360.15 97.732

Withheld 279,088,278.94 2.268

TOTAL 12,303,887,639.09 100.000

ROBERT M. GATES
Affirmative 12,018,153,268.60 97.678

Withheld 285,734,370.49 2.322

TOTAL 12,303,887,639.09 100.000

EDWARD C. JOHNSON 3D
Affirmative 12,022,449,385.26 97.713

Withheld 281,438,253.83 2.287

TOTAL 12,303,887,639.09 100.000

E. BRADLEY JONES
Affirmative 12,011,159,042.04 97.621

Withheld 292,728,597.05 2.379

TOTAL 12,303,887,639.09 100.000

DONALD J. KIRK
Affirmative 12,037,929,370.72 97.838

Withheld 265,958,268.37 2.162

TOTAL 12,303,887,639.09 100.000

# OF % OF
VOTES CAST VOTES CAST

PETER S. LYNCH
Affirmative 12,036,485,998.31 97.827

Withheld 267,401,640.78 2.173

TOTAL 12,303,887,639.09 100.000

WILLIAM O. MCCOY
Affirmative 12,036,479,856.48 97.827

Withheld 267,407,782.61 2.173

TOTAL 12,303,887,639.09 100.000

GERALD C. MCDONOUGH
Affirmative 12,020,160,511.29 97.694

Withheld 283,727,127.80 2.306

TOTAL 12,303,887,639.09 100.000

MARVIN L. MANN
Against 12,039,101,531.78 97.848

Withheld 264,786,107.31 2.152

TOTAL 12,303,887,639.09 100.000

ROBERT C. POZEN
Affirmative 12,029,915,166.14 97.773

Withheld 273,972,472.95 2.227

TOTAL 12,303,887,639.09 100.000

THOMAS R. WILLIAMS
Affirmative 12,023,514,869.84 97.721

Withheld 280,372,769.25 2.279

TOTAL 12,303,887,639.09 100.000

PROPOSAL 2

To ratify the selection of Deloitte & Touche LLP as independent
accountants of the funds.

DESTINY I # OF % OF
VOTES CAST VOTES CAST

Affirmative 6,897,499,125.27 96.581

Against 72,337,124.22 1.013

Abstain 171,810,159.29 2.406

TOTAL 7,141,646,408.78 100.000

DESTINY II # OF % OF
VOTES CAST VOTES CAST

Affirmative 4,923,635,671.52 95.378

Against 63,631,261.46 1.232

Abstain 174,974,297.33 3.390

TOTAL 5,162,241,230.31 100.000

PROPOSAL 3

To authorize the Trustees to adopt an amended and restated Declaration
of Trust.*

# OF % OF
VOTES CAST VOTES CAST

Affirmative 11,131,125,685.46 90.468

Against 763,788,042.58 6.208

Abstain 408,973,911.05 3.324

TOTAL 12,303,887,639.09 100.000

PROPOSAL 4

To amend the trust's Bylaws.*

# OF % OF
VOTES CAST VOTES CAST

Affirmative 10,482,701,078.01 85.199

Against 1,363,003,529.20 11.077

Abstain 458,135,367.81 3.724

TOTAL 12,303,839,975.02 100.000

PROPOSAL 5

To adopt a new fundamental policy for the fund that would permit it to
invest all of its assets in another open-end investment company
managed by FMR or an affiliate with substantially the same investment
objective and policies.

DESTINY I # OF % OF
VOTES CAST VOTES CAST

Affirmative 5,861,503,333.60 82.076

Against 1,013,545,201.18 14.192

Abstain 266,550,209.93 3.732

TOTAL 7,141,598,744.71 100.000

Broker Non-Votes 47,664.07

DESTINY II # OF % OF
VOTES CAST VOTES CAST

Affirmative 4,265,462,636.07 82.628

Against 646,162,823.99 12.517

Abstain 250,615,770.25 4.855

TOTAL 5,162,241,230.31 100.000

PROPOSAL 6

To approve an amended management contract for Destiny I.

# OF % OF
VOTES CAST VOTES CAST

Affirmative 5,922,467,896.71 82.929

Against 963,143,322.96 13.487

Abstain 255,987,525.04 3.584

TOTAL 7,141,598,744.71 100.00

Broker Non-Votes 47,664.07

PROPOSAL 7

To approve an amended management contract for Destiny II.

# OF % OF
VOTES CAST VOTES CAST

Affirmative 4,296,609,730.76 83.231

Against 630,316,132.14 12.211

Abstain 235,315,367.41 4.558

TOTAL 5,162,241,230.31 100.00

PROPOSAL 8

To approve an amended sub-advisory agreement with FMR U.K. for the
fund.

DESTINY I # OF % OF
VOTES CAST VOTES CAST

Affirmative 6,443,451,256.98 90.224

Against 425,931,245.84 5.964

Abstain 272,216,241.89 3.812

TOTAL 7,141,598,744.71 100.000

Broker Non-Votes 47,664.07

DESTINY II # OF % OF
VOTES CAST VOTES CAST

Affirmative 4,632,688,155.31 89.742

Against 278,195,913.87 5.389

Abstain 251,357,161.13 4.869

TOTAL 5,162,241,230.31 100.000

PROPOSAL 9

To approve an amended sub-advisory agreement with FMR Far East for the
fund.

DESTINY I # OF % OF
VOTES CAST VOTES CAST

Affirmative 6,417,908,120.71 89.867

Against 446,453,503.77 6.251

Abstain 277,237,120.23 3.882

TOTAL 7,141,598,744.71 100.000

Broker Non-Votes 47,664.07

DESTINY II # OF % OF
VOTES CAST VOTES CAST

Affirmative 4,615,571,555.97 89.410

Against 295,151,995.99 5.718

Abstain 251,517,678.35 4.872

TOTAL 5,162,241,230.31 100.000

PROPOSAL 10

To approve a Distribution and Service Plan for Class O of the fund.

DESTINY I # OF % OF
VOTES CAST VOTES CAST

Affirmative 6,467,136,824.57 90.556

Against 430,345,582.82 6.026

Abstain 244,116,337.32 3.418

TOTAL 7,141,598,744.71 100.000

Broker Non-Votes 47,664.07

DESTINY II # OF % OF
VOTES CAST VOTES CAST

Affirmative 4,658,004,579.64 90.232

Against 275,806,276.18 5.343

Abstain 228,430,374.49 4.425

TOTAL 5,162,241,230.31 100.000

PROPOSAL 11

To eliminate a fundamental investment policy for the fund.

DESTINY I # OF % OF
VOTES CAST VOTES CAST

Affirmative 6,177,499,211.29 86.500

Against 681,584,454.40 9.544

Abstain 282,515,079.02 3.956

TOTAL 7,141,598,744.71 100.000

Broker Non-Votes 47,664.07

DESTINY II # OF % OF
VOTES CAST VOTES CAST

Affirmative 4,455,134,096.97 86.302

Against 466,422,015.78 9.036

Abstain 240,685,117.56 4.662

TOTAL 5,162,241,230.31 100.000

PROPOSAL 12

To amend the fund's diversification limitation to exclude "securities
of other investment companies" from issuer diversification
limitations.

DESTINY I # OF % OF
VOTES CAST VOTES CAST

Affirmative 6,252,942,391.19 87.557

Against 617,505,035.17 8.646

Withheld 271,151,318.35 3.797

TOTAL 7,141,598,744.71 100.000

Broker Non-Votes 47,664.07

DESTINY II # OF % OF
VOTES CAST VOTES CAST

Affirmative 4,504,194,777.37 87.253

Against 416,708,329.49 8.072

Withheld 241,338,123.45 4.675

TOTAL 5,162,241,230.31 100.000

* DENOTES TRUST-WIDE PROPOSALS AND VOTING RESULTS.

FIDELITY(registered trademark)
DESTINY
PORTFOLIOS:
DESTINY I - CLASS N
DESTINY II - CLASS N

Annual Report

September 30, 1999

FIDELITY
DESTINY
PORTFOLIOS:
DESTINY I - CLASS N
DESTINY II - CLASS N

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

BOARD OF TRUSTEES

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

DESN-ANN-1199
1.730525.100

* INDEPENDENT TRUSTEES

(recycle logo) Printed on recycled paper
6i-87944

CONTENTS

ANNUAL REPORT
PERFORMANCE A-2 How the funds have done over
time.

FUND TALK A-5 The managers' review of the
funds' performance,
strategy and outlook.

INVESTMENT CHANGES A-11 A summary of major shifts in
the funds' investments over
the past six months.

DESTINY I

INVESTMENTS A-12 A complete list of the fund's
investments with their
market values.

FINANCIAL STATEMENTS A-18 Statements of assets and
liabilities, operations, and
changes in net assets, as
well as financial highlights.

DESTINY II

INVESTMENTS A-23 A complete list of the fund's
investments with their
market values.

FINANCIAL STATEMENTS A-29 Statements of assets and
liabilities, operations, and
changes in net assets, as
well as financial highlights.

NOTES A-34 Notes to the financial
statements.

INDEPENDENT AUDITORS' REPORT A-41 The auditors' opinion

DISTRIBUTIONS A-42

OF SPECIAL NOTE A-43

PROXY VOTING RESULTS A-44

Standard & Poor's, S&P and S&P 500 are registered service marks of The
McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity
Distributors Corporation.

Other third party marks appearing herein are the property of their
respective owners.

All other marks appearing herein are registered or unregistered
trademarks or service marks of FMR Corp. or an affiliated company.

(recycle logo) THIS REPORT IS PRINTED ON RECYCLED PAPER USING
SOY-BASED INKS.

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: CLASS N

PERFORMANCE: THE BOTTOM LINE

$10,000 OVER 10 YEARS
Destiny I - CL N S&P 500
00395 SP001
1989/09/30 10000.00 10000.00
1989/10/31 9655.97 9768.00
1989/11/30 9695.99 9967.27
1989/12/31 9632.71 10206.48
1990/01/31 9049.39 9521.63
1990/02/28 9234.69 9644.46
1990/03/31 9426.82 9900.03
1990/04/30 9114.67 9652.53
1990/05/31 10115.21 10593.65
1990/06/30 10086.53 10521.62
1990/07/31 9795.80 10487.95
1990/08/31 8785.50 9539.84
1990/09/30 8186.95 9075.25
1990/10/31 8121.78 9036.22
1990/11/30 8810.49 9619.96
1990/12/31 9247.14 9888.36
1991/01/31 10236.66 10319.49
1991/02/28 10937.17 11057.34
1991/03/31 11187.10 11324.93
1991/04/30 11318.83 11352.11
1991/05/31 11987.59 11842.52
1991/06/30 11191.89 11300.13
1991/07/31 11925.89 11826.72
1991/08/31 12321.75 12107.01
1991/09/30 12104.92 11904.82
1991/10/31 12042.20 12064.35
1991/11/30 11295.63 11578.15
1991/12/31 12736.48 12902.69
1992/01/31 12864.79 12662.70
1992/02/29 13324.64 12827.32
1992/03/31 13015.71 12577.19
1992/04/30 13474.76 12946.96
1992/05/31 13577.91 13010.40
1992/06/30 13333.99 12816.54
1992/07/31 13864.35 13340.74
1992/08/31 13486.61 13067.25
1992/09/30 13612.58 13221.45
1992/10/31 13521.14 13267.72
1992/11/30 14162.41 13720.15
1992/12/31 14539.27 13888.91
1993/01/31 14977.59 14005.57
1993/02/28 15014.33 14196.05
1993/03/31 15747.36 14495.59
1993/04/30 15831.14 14144.79
1993/05/31 16267.22 14523.87
1993/06/30 16379.03 14565.99
1993/07/31 16576.27 14507.73
1993/08/31 17135.18 15057.57
1993/09/30 17122.61 14941.63
1993/10/31 17739.71 15250.92
1993/11/30 17615.07 15106.04
1993/12/31 18222.39 15288.82
1994/01/31 19368.93 15808.64
1994/02/28 19062.24 15380.23
1994/03/31 18149.81 14709.65
1994/04/30 18677.32 14897.93
1994/05/31 18804.14 15142.26
1994/06/30 18261.11 14771.27
1994/07/31 18852.10 15255.77
1994/08/31 19690.29 15881.26
1994/09/30 19061.54 15492.17
1994/10/31 19467.56 15840.74
1994/11/30 18786.07 15263.82
1994/12/31 18863.24 15490.18
1995/01/31 19030.16 15891.84
1995/02/28 19661.30 16511.15
1995/03/31 20201.26 16998.39
1995/04/30 20946.57 17498.99
1995/05/31 21909.66 18198.43
1995/06/30 22639.78 18621.18
1995/07/31 23433.12 19238.66
1995/08/31 23621.49 19286.95
1995/09/30 24092.00 20100.85
1995/10/31 24266.76 20029.09
1995/11/30 24941.21 20908.37
1995/12/31 25612.65 21311.07
1996/01/31 26072.22 22036.50
1996/02/29 25957.50 22240.77
1996/03/31 25870.23 22454.95
1996/04/30 26342.20 22785.94
1996/05/31 26895.25 23373.59
1996/06/30 27066.17 23462.64
1996/07/31 26216.24 22426.06
1996/08/31 26414.58 22899.03
1996/09/30 27713.22 24187.79
1996/10/31 28752.00 24854.88
1996/11/30 30915.47 26733.66
1996/12/31 30100.19 26204.07
1997/01/31 31550.82 27841.30
1997/02/28 31813.00 28059.58
1997/03/31 30154.00 26906.61
1997/04/30 31646.34 28512.93
1997/05/31 33660.96 30248.80
1997/06/30 34714.39 31603.95
1997/07/31 37322.44 34118.67
1997/08/31 35949.31 32207.35
1997/09/30 37446.98 33971.34
1997/10/31 36658.04 32836.70
1997/11/30 37959.02 34356.71
1997/12/31 39070.51 34946.61
1998/01/31 39190.60 35333.12
1998/02/28 41688.69 37881.35
1998/03/31 43011.43 39821.25
1998/04/30 42897.43 40221.85
1998/05/31 42503.41 39530.44
1998/06/30 43559.12 41136.17
1998/07/31 43675.28 40698.07
1998/08/31 37970.07 34813.94
1998/09/30 40357.45 37044.12
1998/10/31 43414.60 40057.29
1998/11/30 46155.65 42485.16
1998/12/31 48661.81 44933.16
1999/01/31 49095.59 46812.26
1999/02/28 46786.14 45357.34
1999/03/31 47959.80 47172.08
1999/04/30 49976.83 48999.06
1999/05/31 49652.77 47842.19
1999/06/30 51795.15 50497.43
1999/07/31 50588.94 48920.90
1999/08/31 49310.71 48678.74
1999/09/30 47636.42 47344.46
IMATRL PRASUN SHR__CHT 19990930 19991022 094831 R00000000000123
$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Destiny I: Class N on September 30, 1989. As the chart
shows, by September 30, 1999, the value of the investment would have
grown to $47,618 - a 376.18% 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 $47,344 - a 373.44% increase.

CUMULATIVE TOTAL RETURNS

PERIODS ENDED SEPTEMBER 30, PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS
1999

DESTINY I: CL N 17.99% 149.81% 376.18%

S&P 500 (registered trademark) 27.80% 205.60% 373.44%

Lipper Growth Funds Average 30.34% 153.87% 294.93%

AVERAGE ANNUAL TOTAL RETURNS

PERIODS ENDED SEPTEMBER 30, PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS
1999

DESTINY I: CL N 17.99% 20.09% 16.89%

$50/month 15-Year Plan -40.96% 17.61% 16.30%

S&P 500 27.80% 25.03% 16.82%

Lipper Growth Funds Average 30.34% 20.00% 14.35%

Destiny I began offering Class N shares on April 30, 1999. The total
returns for Class N reported for periods prior to April 30, 1999 are
those of Class O, restated to reflect the higher 12b-1 and transfer
agent fees applicable to Class N.

The charts above show Destiny I: Class N 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
assessed through Destiny Plans I: N (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 yearly 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 market capitalization-weighted
index of common stocks, include reinvestment of dividends.

PERFORMANCE: THE BOTTOM LINE

$10,000 OVER 10 YEARS
Destiny II - CL N S&P 500
00396 SP001
1989/09/30 10000.00 10000.00
1989/10/31 9666.78 9768.00
1989/11/30 9752.73 9967.27
1989/12/31 9827.00 10206.48
1990/01/31 9180.72 9521.63
1990/02/28 9345.91 9644.46
1990/03/31 9569.76 9900.03
1990/04/30 9268.44 9652.53
1990/05/31 10320.33 10593.65
1990/06/30 10332.36 10521.62
1990/07/31 9957.69 10487.95
1990/08/31 8873.00 9539.84
1990/09/30 8204.25 9075.25
1990/10/31 8138.53 9036.22
1990/11/30 8967.79 9619.96
1990/12/31 9494.80 9888.36
1991/01/31 10553.94 10319.49
1991/02/28 11371.51 11057.34
1991/03/31 11723.06 11324.93
1991/04/30 11944.23 11352.11
1991/05/31 12614.29 11842.52
1991/06/30 11712.21 11300.13
1991/07/31 12525.97 11826.72
1991/08/31 13008.98 12107.01
1991/09/30 12777.30 11904.82
1991/10/31 12713.79 12064.35
1991/11/30 11882.13 11578.15
1991/12/31 13313.41 12902.69
1992/01/31 13560.11 12662.70
1992/02/29 14119.68 12827.32
1992/03/31 13676.80 12577.19
1992/04/30 14127.40 12946.96
1992/05/31 14332.99 13010.40
1992/06/30 14004.47 12816.54
1992/07/31 14555.97 13340.74
1992/08/31 14122.99 13067.25
1992/09/30 14156.22 13221.45
1992/10/31 14139.62 13267.72
1992/11/30 14838.10 13720.15
1992/12/31 15241.58 13888.91
1993/01/31 15756.65 14005.57
1993/02/28 15784.05 14196.05
1993/03/31 16434.20 14495.59
1993/04/30 16422.15 14144.79
1993/05/31 16980.18 14523.87
1993/06/30 17116.62 14565.99
1993/07/31 17265.79 14507.73
1993/08/31 17887.18 15057.57
1993/09/30 17921.12 14941.63
1993/10/31 18579.68 15250.92
1993/11/30 18492.22 15106.04
1993/12/31 19161.16 15288.82
1994/01/31 20353.94 15808.64
1994/02/28 20092.17 15380.23
1994/03/31 19097.85 14709.65
1994/04/30 19654.24 14897.93
1994/05/31 19780.57 15142.26
1994/06/30 19182.42 14771.27
1994/07/31 19793.71 15255.77
1994/08/31 20684.98 15881.26
1994/09/30 20017.26 15492.17
1994/10/31 20437.28 15840.74
1994/11/30 19770.71 15263.82
1994/12/31 19844.23 15490.18
1995/01/31 20037.55 15891.84
1995/02/28 20677.99 16511.15
1995/03/31 21221.69 16998.39
1995/04/30 21980.00 17498.99
1995/05/31 22952.47 18198.43
1995/06/30 23708.42 18621.18
1995/07/31 24503.08 19238.66
1995/08/31 24699.91 19286.95
1995/09/30 25198.53 20100.85
1995/10/31 25386.59 20029.09
1995/11/30 26058.61 20908.37
1995/12/31 26749.76 21311.07
1996/01/31 27230.14 22036.50
1996/02/29 27093.58 22240.77
1996/03/31 26982.18 22454.95
1996/04/30 27461.30 22785.94
1996/05/31 28014.48 23373.59
1996/06/30 28176.60 23462.64
1996/07/31 27334.54 22426.06
1996/08/31 27538.34 22899.03
1996/09/30 28835.42 24187.79
1996/10/31 29857.41 24854.88
1996/11/30 32094.06 26733.66
1996/12/31 31254.19 26204.07
1997/01/31 32711.87 27841.30
1997/02/28 33037.60 28059.58
1997/03/31 31346.70 26906.61
1997/04/30 32801.07 28512.93
1997/05/31 34817.01 30248.80
1997/06/30 35837.60 31603.95
1997/07/31 38464.96 34118.67
1997/08/31 37017.09 32207.35
1997/09/30 38515.59 33971.34
1997/10/31 37711.69 32836.70
1997/11/30 39073.83 34356.71
1997/12/31 40170.00 34946.61
1998/01/31 40286.19 35333.12
1998/02/28 42934.63 37881.35
1998/03/31 44270.30 39821.25
1998/04/30 44005.30 40221.85
1998/05/31 43421.14 39530.44
1998/06/30 45798.36 41136.17
1998/07/31 46141.84 40698.07
1998/08/31 38978.04 34813.94
1998/09/30 40715.92 37044.12
1998/10/31 43869.26 40057.29
1998/11/30 46786.77 42485.16
1998/12/31 51019.44 44933.16
1999/01/31 52807.99 46812.26
1999/02/28 51445.48 45357.34
1999/03/31 53624.31 47172.08
1999/04/30 54799.40 48999.06
1999/05/31 53228.60 47842.19
1999/06/30 56227.40 50497.43
1999/07/31 54549.50 48920.90
1999/08/31 53799.80 48678.74
1999/09/30 52586.00 47344.46
IMATRL PRASUN SHR__CHT 19990930 19991012 120933 R00000000000123

$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Destiny II: Class N on September 30, 1989. As the chart
shows, by September 30, 1999, the value of the investment would have
grown to $52,550 - a 425.50% 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 $47,344 - a 373.44% increase.

CUMULATIVE TOTAL RETURNS

PERIODS ENDED SEPTEMBER 30, PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS
1999

DESTINY II: CL N 29.07% 162.52% 425.50%

S&P 500 27.80% 205.60% 373.44%

Lipper Growth Funds Average 30.34% 153.87% 294.93%

AVERAGE ANNUAL TOTAL RETURNS

PERIODS ENDED SEPTEMBER 30, PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS
1999

DESTINY II: CL N 29.07% 21.29% 18.05%

$50/month 15-Year Plan -35.42% 18.78% 17.45%

S&P 500 27.80% 25.03% 16.82%

Lipper Growth Funds Average 30.34% 20.00% 14.35%

Destiny II began offering Class N shares on April 30, 1999. The total
returns for Class N reported for periods prior to April 30, 1999 are
those of Class O, restated to reflect the higher 12b-1 and transfer
agent fee applicable to Class N.

The charts above show Destiny II: Class N 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
assessed through Destiny Plans II: N (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 yearly 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 market capitalization-weighted
index of common stocks, include reinvestment of dividends.

FIDELITY DESTINY PORTFOLIOS: DESTINY I & II: CLASS N

PERFORMANCE: THE BOTTOM LINE

Destiny I: Class N

Destiny II: Class N

FIDELITY DESTINY PORTFOLIOS: DESTINY I

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP

(photograph of George A. Vanderheiden)

An interview with
George A. Vanderheiden, Portfolio Manager of Destiny I

Q. HOW DID THE FUND PERFORM OVER THE PAST 12 MONTHS, GEORGE?

A. While the fund's Class N shares posted a respectable return of
17.99% for the 12-month period ending September 30, 1999, it still
underperformed its benchmark and its peers. During the period, the
Standard & Poor's 500 Index returned 27.80%, while the growth funds
average, as measured by Lipper Inc., was 30.34%.

Q. CAN YOU POINT TO ANY SPECIFICS BEHIND THE FUND'S SUBPAR PERFORMANCE
RELATIVE TO ITS PEERS AND THE S&P 500?

Q. WHAT WAS THE SECOND FACTOR BEHIND THE FUND'S UNDERPERFORMANCE?

Q. HOW DID VALUE STOCKS FARE IN THE THIRD QUARTER OF 1999?

Q. WHAT WAS YOUR STRATEGIC REACTION TO THE FED'S RATE HIKES IN TERMS
OF THE FUND'S POSITIONING?

Q. WHAT DID YOU FIND COMPELLING ABOUT THIS GROUP?

Q. HOW DID THESE STOCKS PERFORM?

Q. WHAT POSITIONS WORKED WELL FOR THE FUND OVER THE COURSE OF THE
YEAR?

Q. WHICH HOLDINGS HURT PERFORMANCE?

Q. WHAT IS YOUR OUTLOOK FOR THE NEXT FEW MONTHS, GEORGE?

(checkmark)FUND FACTS
GOAL: seeks capital growth
START DATE: July 10, 1970
SIZE: as of September 30, 1999,
more than $6.9 billion
MANAGER: George Vanderheiden, since 1980;
manager, Destiny II, 1985-1998; joined Fidelity
in 1971

GEORGE VANDERHEIDEN ON MANAGING
THE FUND THROUGH MARKET DOWNTURNS:

FIDELITY DESTINY PORTFOLIOS: DESTINY II

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP

(photograph of Beth Terrana)

An interview with Beth Terrana, Portfolio Manager of Destiny II

Q. HOW DID THE FUND PERFORM, BETH?

A. The fund performed very well during the period. For the twelve
months ending September 30, 1999, the fund's Class N shares returned
29.07%. This outdistanced the Standard & Poor's 500 Index, which
returned 27.80%, but slightly lagged the Lipper growth funds average,
which returned 30.34%.

Q. WHAT WERE SOME OF THE FACTORS BEHIND THE FUND'S OUTPERFORMANCE OF
THE S&P 500 DURING THE PERIOD?

Q. WHICH STOCKS DID NOT PERFORM AS YOU HOPED?

Q. THE MARKET OVER THE PAST YEAR DRAMATICALLY ROTATED FROM GROWTH
STOCKS TO CYCLICALS, AND THEN BACK AGAIN. HOW DID THIS AFFECT THE
FUND'S PERFORMANCE?

Q. WHAT WERE SOME OF YOUR CONCERNS ABOUT TECHNOLOGY COMPANIES THAT LED
TO THE FUND'S UNDERWEIGHTING IN THIS SECTOR?

Q. WHAT'S YOUR OUTLOOK, BETH? ARE THERE ANY AREAS OF THE MARKET THAT
APPEAR PARTICULARLY INTERESTING TO YOU RIGHT NOW?

(checkmark) FUND FACTS

GOAL: seeks capital growth

START DATE: December 30, 1985

SIZE: as of September 30, 1999,
more than $5.2 billion

MANAGER: Beth Terrana, since 1998; manager,
Fidelity Fund, since 1993; joined Fidelity in 1983

BETH TERRANA ON THE OLD VERSUS THE
NEW ECONOMY:

INVESTMENT CHANGES

TOP TEN EQUITY HOLDINGS - DESTINY I

AS OF SEPTEMBER 30, 1999 AS OF MARCH 31, 1999

Fannie Mae Fannie Mae

Philip Morris Companies, Inc. Philip Morris Companies, Inc.

Freddie Mac Freddie Mac

Fleet Financial Group, Inc. Fleet Financial Group, Inc.

Solectron Corp. Home Depot, Inc.

Home Depot, Inc. MCI WorldCom, Inc.

Columbia/HCA Healthcare Corp. Vodafone Group PLC sponsored
ADR

Vodafone AirTouch PLC General Motors Corp.
sponsored ADR

MCI WorldCom, Inc. Solectron Corp.

General Motors Corp. Wal-Mart Stores, Inc.

TOP TEN EQUITY HOLDINGS - DESTINY II

AS OF SEPTEMBER 30, 1999 AS OF MARCH 31, 1999

General Electric Co. Time Warner, Inc.

Microsoft Corp. General Electric Co.

Chase Manhattan Corp. Microsoft Corp.

International Business MCI WorldCom, Inc.
Machines Corp.

Tyco International Ltd. Fannie Mae

American Express Co. Chase Manhattan Corp.

Citigroup, Inc. American Express Co.

Cisco Systems, Inc. AT&T Corp.

Lucent Technologies, Inc. Merck & Co., Inc.

Exxon Corp. Omnicom Group, Inc.

TOP FIVE MARKET SECTORS - DESTINY I

<TABLE>
<CAPTION>
<S> <C> <C> <C>
AS OF SEPTEMBER 30, 1999 % OF FUND'S NET ASSETS AS OF MARCH 31, 1999 % OF FUND'S NET ASSETS

Finance 20.7% Finance 21.0%

Technology 12.4% Technology 11.5%

Health 9.4% Health 10.2%

Energy 8.1% Retail & Wholesale 9.0%

Retail & Wholesale 7.6% Utilities 7.9%

</TABLE>

TOP FIVE MARKET SECTORS - DESTINY II

<TABLE>
<CAPTION>
<S> <C> <C> <C>
AS OF SEPTEMBER 30, 1999 % OF FUND'S NET ASSETS AS OF MARCH 31, 1999 % OF FUND'S NET ASSETS

Technology 20.1% Technology 15.7%

Finance 10.8% Finance 13.7%

Industrial Machinery & 9.1% Media & Leisure 12.7%
Equipment

Media & Leisure 9.0% Health 10.7%

Health 8.7% Utilities 10.4%

</TABLE>

PRIOR TO THIS REPORT, CERTAIN INFORMATION RELATED TO PORTFOLIO
HOLDINGS WAS STATED AS A PERCENTAGE OF THE FUND'S INVESTMENTS.

FIDELITY DESTINY PORTFOLIOS: DESTINY I

INVESTMENTS SEPTEMBER 30, 1999

Showing Percentage of Net Assets

COMMON STOCKS - 86.2%

SHARES VALUE (NOTE 1)

AEROSPACE & DEFENSE - 0.6%

Boeing Co. 1,019,200 $ 43,443,400

BASIC INDUSTRIES - 1.3%

CHEMICALS & PLASTICS - 0.6%

Cabot Corp. 431,100 10,238,625

E.I. du Pont de Nemours and 271,542 16,530,119
Co.

Engelhard Corp. 331,300 6,025,519

Praxair, Inc. 102,100 4,696,600

37,490,863

PACKAGING & CONTAINERS - 0.6%

Crown Cork & Seal Co., Inc. 112,800 2,735,400

Owens-Illinois, Inc. (a) 2,098,300 41,572,569

44,307,969

PAPER & FOREST PRODUCTS - 0.1%

Bowater, Inc. 77,100 4,047,750

Westvaco Corp. 184,300 4,722,688

8,770,438

TOTAL BASIC INDUSTRIES 90,569,270

CONSTRUCTION & REAL ESTATE -
1.2%

BUILDING MATERIALS - 0.2%

Owens Corning 610,400 13,238,050

CONSTRUCTION - 0.9%

Centex Corp. 697,300 20,613,931

D.R. Horton, Inc. 735,480 9,515,273

Fleetwood Enterprises, Inc. 466,007 9,407,516

Kaufman & Broad Home Corp. 732,200 15,101,625

Lennar Corp. 671,350 10,699,641

65,337,986

ENGINEERING - 0.1%

Fluor Corp. 197,200 7,937,300

TOTAL CONSTRUCTION & REAL 86,513,336
ESTATE

DURABLES - 5.3%

AUTOS, TIRES, & ACCESSORIES -
4.6%

AutoNation, Inc. (a) 2,335,300 29,337,206

AutoZone, Inc. (a) 374,500 10,509,406

SHARES VALUE (NOTE 1)

DURABLES - CONTINUED

AUTOS, TIRES, & ACCESSORIES -
CONTINUED

Cummins Engine Co., Inc. 490,200 $ 24,418,088

Dana Corp. 629,600 23,373,900

Delphi Automotive Systems 1,174,941 18,872,490
Corp.

Discount Auto Parts, Inc. (a) 335,500 5,409,938

Eaton Corp. 738,050 63,702,941

General Motors Corp. 1,651,607 103,948,016

Lear Corp. (a) 484,300 17,041,306

Magna International, Inc. 488,700 24,167,032
Class A

320,780,323

HOME FURNISHINGS - 0.0%

Newell Rubbermaid, Inc. 95,425 2,725,577

TEXTILES & APPAREL - 0.7%

Burlington Industries, Inc. 1,279,400 5,677,338
(a)

Jones Apparel Group, Inc. (a) 175,000 5,031,250

Liz Claiborne, Inc. 723,400 22,425,400

Warnaco Group, Inc. Class A 745,600 13,607,200

46,741,188

TOTAL DURABLES 370,247,088

ENERGY - 8.1%

ENERGY SERVICES - 1.0%

Baker Hughes, Inc. 133,800 3,880,200

Halliburton Co. 810,600 33,234,600

McDermott International, Inc. 757,400 15,337,350

Schlumberger Ltd. 315,800 19,678,288

72,130,438

OIL & GAS - 7.1%

Amerada Hess Corp. 886,974 54,327,158

Apache Corp. 137,600 5,942,600

BP Amoco PLC sponsored ADR 824,940 91,413,664

Chevron Corp. 176,700 15,682,125

Conoco, Inc. Class B 571,586 15,647,167

Cooper Cameron Corp. (a) 315,300 11,902,575

Elf Aquitaine SA sponsored ADR 107,764 9,873,877

Exxon Corp. 1,254,500 95,263,594

Occidental Petroleum Corp. 1,895,300 43,828,813

Royal Dutch Petroleum Co. (NY 1,063,400 62,807,063
Registry Gilder 1.25)

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

ENERGY - CONTINUED

OIL & GAS - CONTINUED

Sunoco, Inc. 100,900 $ 2,762,138

Tosco Corp. 2,248,300 56,769,575

Total Fina SA:

Class B 67,156 8,520,418

sponsored ADR 135,636 8,604,409

Union Pacific Resources 241,800 3,883,913
Group, Inc.

USX-Marathon Group 159,800 4,674,150

491,903,239

TOTAL ENERGY 564,033,677

FINANCE - 20.7%

BANKS - 3.1%

Bank of America Corp. 1,677,900 93,438,056

Bank of Tokyo-Mitsubishi Ltd. 1,691,000 25,999,482

Bank of Tokyo-Mitsubishi Ltd. 174,300 2,668,969
sponsored ADR

Bank One Corp. 859,390 29,917,514

BankBoston Corp. 696,500 30,210,688

Chase Manhattan Corp. 37,700 2,841,638

SunTrust Banks, Inc. 57,900 3,806,925

Wells Fargo & Co. 647,800 25,669,075

214,552,347

CREDIT & OTHER FINANCE - 3.7%

Associates First Capital 635,600 22,881,600
Corp. Class A

Concord EFS, Inc. (a) 387,150 7,984,969

Fleet Financial Group, Inc. 6,054,860 221,759,248

Household International, Inc. 177,100 7,106,138

259,731,955

FEDERAL SPONSORED CREDIT - 9.1%

Fannie Mae 6,502,700 407,638,006

Freddie Mac 4,371,600 227,323,200

634,961,206

INSURANCE - 3.6%

Allmerica Financial Corp. 249,900 11,901,488

American International Group, 843,843 73,361,601
Inc.

CIGNA Corp. 835,700 64,975,675

SHARES VALUE (NOTE 1)

FINANCE - CONTINUED

INSURANCE - CONTINUED

MGIC Investment Corp. 1,955,400 $ 93,370,350

Travelers Property Casualty 217,000 6,401,500
Corp. Class A

250,010,614

SAVINGS & LOANS - 0.7%

Golden State Bancorp, Inc. (a) 443,000 7,946,313

Washington Mutual, Inc. 1,295,600 37,896,300

45,842,613

SECURITIES INDUSTRY - 0.5%

Kokusai Securities Co. Ltd. 142,000 2,083,130

Nomura Securities Co. Ltd. 2,360,000 36,618,393

38,701,523

TOTAL FINANCE 1,443,800,258

HEALTH - 9.4%

DRUGS & PHARMACEUTICALS - 2.9%

American Home Products Corp. 196,500 8,154,750

Amgen, Inc. (a) 297,100 24,213,650

Eli Lilly & Co. 797,100 51,014,400

Forest Laboratories, Inc. (a) 256,000 10,784,000

Merck & Co., Inc. 483,000 31,304,438

Quintiles Transnational Corp. 406,530 7,736,774
(a)

Schering-Plough Corp. 1,339,500 58,435,688

Warner-Lambert Co. 156,300 10,374,413

202,018,113

MEDICAL EQUIPMENT & SUPPLIES
- - 3.9%

Abbott Laboratories 1,018,100 37,415,175

AmeriSource Health Corp. 817,700 19,369,269
Class A (a)

Baxter International, Inc. 199,000 11,989,750

Biomet, Inc. 175,600 4,620,475

Boston Scientific Corp. (a) 212,000 5,233,750

Cardinal Health, Inc. 1,576,100 85,897,450

Johnson & Johnson 1,026,000 94,263,750

McKesson HBOC, Inc. 525,200 15,230,800

U.S. Surgical Corp. rights 3 0
6/30/00 (a)

274,020,419

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

HEALTH - CONTINUED

MEDICAL FACILITIES MANAGEMENT
- - 2.6%

Columbia/HCA Healthcare Corp. 5,283,887 $ 111,952,356

Humana, Inc. (a) 307,500 2,114,063

Lifepoint Hospitals, Inc. (a) 281,883 2,448,859

Tenet Healthcare Corp. (a) 1,947,000 34,194,188

Triad Hospitals, Inc. (a) 280,083 2,835,840

United HealthCare Corp. 563,000 27,411,063

180,956,369

TOTAL HEALTH 656,994,901

INDUSTRIAL MACHINERY &
EQUIPMENT - 3.6%

ELECTRICAL EQUIPMENT - 2.6%

Emerson Electric Co. 708,200 44,749,388

General Electric Co. 467,800 55,463,538

Grainger (W.W.), Inc. 217,400 10,448,788

Koninklijke Philips 286,948 29,109,578
Electronics NV

Koninklijke Philips 221,392 22,360,592
Electronics NV NY Shares

Thomas & Betts Corp. 436,200 22,246,200

184,378,084

INDUSTRIAL MACHINERY &
EQUIPMENT - 0.6%

Caterpillar, Inc. 442,600 24,260,013

Deere & Co. 132,900 5,141,569

Illinois Tool Works, Inc. 96,200 7,172,913

Parker-Hannifin Corp. 73,800 3,307,163

Ultratech Stepper, Inc. (a) 14,200 181,050

40,062,708

POLLUTION CONTROL - 0.4%

Republic Services, Inc. Class 1,039,600 11,305,650
A (a)

Waste Management, Inc. 749,800 14,433,650

25,739,300

TOTAL INDUSTRIAL MACHINERY & 250,180,092
EQUIPMENT

MEDIA & LEISURE - 2.7%

BROADCASTING - 0.8%

AT&T Corp. (Liberty Media 822,292 30,527,591
Group) Class A (a)

SHARES VALUE (NOTE 1)

MEDIA & LEISURE - CONTINUED

BROADCASTING - CONTINUED

Cox Communications, Inc. 89,600 $ 3,740,800
Class A (a)

MediaOne Group, Inc. 321,300 21,948,806

56,217,197

ENTERTAINMENT - 0.4%

Cedar Fair LP (depository 35,600 738,700
unit)

Fox Entertainment Group, Inc. 526,700 11,126,538
Class A

Royal Carribean Cruises Ltd. 398,100 17,914,500

29,779,738

LODGING & GAMING - 0.7%

Mirage Resorts, Inc. (a) 1,253,600 17,628,750

Promus Hotel Corp. (a) 751,400 24,467,463

Sun International Hotels Ltd. 196,400 4,689,050
(a)

46,785,263

PUBLISHING - 0.1%

Reader's Digest Association, 152,100 4,448,925
Inc. Class A (non-vtg.)

RESTAURANTS - 0.7%

McDonald's Corp. 376,000 16,168,000

Papa John's International, 131,300 5,416,125
Inc. (a)

Wendy's International, Inc. 1,080,500 28,498,188

50,082,313

TOTAL MEDIA & LEISURE 187,313,436

NONDURABLES - 5.0%

FOODS - 0.3%

Keebler Foods Co. (a) 559,700 16,721,038

Nabisco Group Holdings Corp. 424,200 6,363,000

23,084,038

HOUSEHOLD PRODUCTS - 0.1%

Procter & Gamble Co. 94,400 8,850,000

TOBACCO - 4.6%

Philip Morris Companies, Inc. 9,362,200 320,070,213

TOTAL NONDURABLES 352,004,251

PRECIOUS METALS - 0.1%

Barrick Gold Corp. 84,900 1,850,555

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

PRECIOUS METALS - CONTINUED

Newmont Mining Corp. 127,400 $ 3,296,475

Placer Dome, Inc. 139,900 2,091,687

7,238,717

RETAIL & WHOLESALE - 7.6%

APPAREL STORES - 0.5%

Gap, Inc. 284,100 9,091,200

TJX Companies, Inc. 915,000 25,677,188

34,768,388

DRUG STORES - 0.0%

CVS Corp. 51,100 2,085,519

GENERAL MERCHANDISE STORES -
2.0%

Federated Department Stores, 604,473 26,407,914
Inc. (a)

Saks, Inc. (a) 781,054 11,862,258

Wal-Mart Stores, Inc. 2,042,300 97,136,894

135,407,066

GROCERY STORES - 0.7%

Kroger Co. (a) 345,500 7,622,594

Safeway, Inc. (a) 999,600 38,047,275

45,669,869

RETAIL & WHOLESALE,
MISCELLANEOUS - 4.4%

Circuit City Stores, Inc. - 897,700 37,871,719
Circuit City Group

Home Depot, Inc. 2,098,100 143,982,113

Lowe's Companies, Inc. 2,094,900 102,126,375

Office Depot, Inc. (a) 1,173,550 11,955,541

Staples, Inc. (a) 601,375 13,117,492

309,053,240

TOTAL RETAIL & WHOLESALE 526,984,082

SERVICES - 0.2%

ADVERTISING - 0.2%

Interpublic Group of 56,000 2,303,000
Companies, Inc.

Young & Rubicam, Inc. 162,700 7,158,800

9,461,800

SHARES VALUE (NOTE 1)

SERVICES - CONTINUED

SERVICES - 0.0%

Gartner Group, Inc. Class B 97,144 $ 1,621,091
(a)

TOTAL SERVICES 11,082,891

TECHNOLOGY - 12.4%

COMPUTER SERVICES & SOFTWARE
- - 3.6%

Automatic Data Processing, 578,000 25,793,250
Inc.

Black Box Corp. (a) 167,200 8,778,000

Compuware Corp. (a) 416,100 10,844,606

Digital Insight Corp. 2,000 30,000

Electronics for Imaging, Inc. 194,500 9,998,516
(a)

First Data Corp. 441,400 19,366,425

Galileo International, Inc. 84,800 3,413,200

IMS Health, Inc. 571,000 13,025,938

International Business 481,800 58,478,475
Machines Corp.

Microsoft Corp. (a) 915,500 82,909,969

Policy Management Systems 581,600 18,393,100
Corp. (a)

251,031,479

COMPUTERS & OFFICE EQUIPMENT
- - 2.0%

Compaq Computer Corp. 1,956,000 44,865,750

Ingram Micro, Inc. Class A (a) 616,201 7,933,588

SCI Systems, Inc. (a) 1,473,500 65,478,656

Tech Data Corp. (a) 938,100 21,840,141

140,118,135

ELECTRONIC INSTRUMENTS - 0.8%

LAM Research Corp. (a) 620,000 37,820,000

Novellus Systems, Inc. (a) 98,800 6,662,825

Thermo Electron Corp. (a) 849,900 11,420,531

55,903,356

ELECTRONICS - 6.0%

Etec Systems, Inc. (a) 46,100 1,734,513

Flextronics International 34,400 2,001,650
Ltd. (a)

Intel Corp. 586,300 43,569,419

Methode Electronics, Inc. 1,002,100 18,914,638
Class A

Microchip Technology, Inc. (a) 301,700 15,499,838

Micron Technology, Inc. (a) 1,100,620 73,260,019

Molex, Inc. Class A 469,881 15,212,397

Motorola, Inc. 371,700 32,709,600

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

TECHNOLOGY - CONTINUED

ELECTRONICS - CONTINUED

National Semiconductor Corp. 550,200 $ 16,781,100
(a)

Samsung Electronics Co. Ltd. 10,600 1,716,563

Sanmina Corp. (a) 143,600 11,111,050

Solectron Corp. (a) 2,608,700 187,337,269

419,848,056

TOTAL TECHNOLOGY 866,901,026

TRANSPORTATION - 2.1%

AIR TRANSPORTATION - 1.6%

Alaska Air Group, Inc. (a) 4,000 162,750

AMR Corp. (a) 1,361,700 74,212,650

Delta Air Lines, Inc. 569,800 27,635,300

Northwest Airlines Corp. 95,900 2,445,450
Class A (a)

Southwest Airlines Co. 75,300 1,143,619

UAL Corp. (a) 64,500 4,212,656

109,812,425

RAILROADS - 0.4%

Burlington Northern Santa Fe 627,600 17,259,000
Corp.

CSX Corp. 193,800 8,212,275

25,471,275

TRUCKING & FREIGHT - 0.1%

Airborne Freight Corp. 499,000 10,510,188

TOTAL TRANSPORTATION 145,793,888

UTILITIES - 5.9%

CELLULAR - 1.6%

Vodafone AirTouch PLC 469,080 111,523,770
sponsored ADR

ELECTRIC UTILITY - 0.1%

AES Corp. (a) 5,400 318,600

PG&E Corp. 153,626 3,975,073

4,293,673

TELEPHONE SERVICES - 4.2%

AT&T Corp. 690,978 30,057,543

Bell Atlantic Corp. 566,822 38,154,206

BellSouth Corp. 567,800 25,551,000

CenturyTel, Inc. 231,450 9,402,656

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

UTILITIES - CONTINUED

TELEPHONE SERVICES - CONTINUED

MCI WorldCom, Inc. (a) 1,474,278 $ 105,963,731

SBC Communications, Inc. 732,100 37,382,856

Sprint Corp. (FON Group) 865,800 46,969,650

293,481,642

TOTAL UTILITIES 409,299,085

TOTAL COMMON STOCKS 6,012,399,398
(Cost $3,893,900,034)

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
U.S. TREASURY OBLIGATIONS -
7.7%

MOODY'S RATINGS (UNAUDITED) PRINCIPAL AMOUNT

U.S. Treasury Bond stripped
principal:

0% 8/15/20 Aaa $ 175,000,000 45,538,500

0% 8/15/21 Aaa 65,000,000 15,958,800

U.S. Treasury Bonds 8.125% Aaa 401,000,000 474,619,564
8/15/19

TOTAL U.S. TREASURY OBLIGATIONS 536,116,864
(Cost $482,289,449)

</TABLE>

CASH EQUIVALENTS - 5.6%

Taxable Central Cash Fund, 393,893,083 393,893,083
5.22% (b) (Cost $393,893,083)

TOTAL INVESTMENT PORTFOLIO - 6,942,409,345
99.5%
(Cost $4,770,082,566)

NET OTHER ASSETS - 0.5% 35,001,209

NET ASSETS - 100% $ 6,977,410,554

LEGEND

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at
period end.

INCOME TAX INFORMATION

The fund hereby designates approximately $578,662,000 as a capital
gain dividend for the purpose of the dividend paid deduction.

FIDELITY DESTINY PORTFOLIOS: DESTINY I

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

SEPTEMBER 30, 1999

ASSETS

Investment in securities, at $ 6,942,409,345
value (cost $4,770,082,566)
- - See accompanying schedule

Cash 50,904

Receivable for investments 44,271,191
sold

Receivable for fund shares 149,451
sold

Dividends receivable 10,905,206

Interest receivable 5,598,355

Other receivables 388,509

TOTAL ASSETS 7,003,772,961

LIABILITIES

Payable for investments $ 22,048,260
purchased

Payable for fund shares 2,382,817
redeemed

Accrued management fee 1,646,998

Distribution fees payable 52

Other payables and accrued 284,280
expenses

TOTAL LIABILITIES 26,362,407

NET ASSETS $ 6,977,410,554

Net Assets consist of:

Paid in capital $ 3,811,914,854

Undistributed net investment 88,705,313
income

Accumulated undistributed net 904,471,401
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 2,172,318,986
(depreciation) on
investments and assets and
liabilities in foreign
currencies

NET ASSETS $ 6,977,410,554

CLASS O: NET ASSET VALUE, $26.54
offering price and
redemption price per share
($6,977,154,700 (divided by)
262,868,834 shares)

CLASS N: NET ASSET VALUE, $26.45
offering price and
redemption price per share
($255,854 (divided by) 9,672
shares)

STATEMENT OF OPERATIONS

YEAR ENDED SEPTEMBER 30, 1999

INVESTMENT INCOME $ 81,842,472
Dividends

Interest 52,055,909

Security lending 7,546

TOTAL INCOME 133,905,927

EXPENSES

Management fee Basic fee $ 32,768,288

Performance adjustment (11,707,748)

Transfer agent fees 515,173

Distribution fees 175

Accounting and security 924,663
lending fees

Non-interested trustees' 35,516
compensation

Custodian fees and expenses 181,099

Registration fees 42,876

Audit 56,129

Legal 149,089

Reports to shareholders 87,837

Miscellaneous 18,810

Total expenses before 23,071,907
reductions

Expense reductions (734,535) 22,337,372

NET INVESTMENT INCOME 111,568,555

REALIZED AND UNREALIZED GAIN
(LOSS)
Net realized gain (loss) on:

Investment securities 979,770,537

Foreign currency transactions 11,409 979,781,946

Change in net unrealized
appreciation (depreciation)
on:

Investment securities 90,386,999

Assets and liabilities in (39,459) 90,347,540
foreign currencies

NET GAIN (LOSS) 1,070,129,486

NET INCREASE (DECREASE) IN $ 1,181,698,041
NET ASSETS RESULTING FROM
OPERATIONS

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED SEPTEMBER 30, 1999 YEAR ENDED SEPTEMBER 30, 1998

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ 111,568,555 $ 109,475,765
income

Net realized gain (loss) 979,781,946 517,543,833

Change in net unrealized 90,347,540 (106,149,070)
appreciation (depreciation)

NET INCREASE (DECREASE) IN 1,181,698,041 520,870,528
NET ASSETS RESULTING FROM
OPERATIONS

Distributions to shareholders (105,484,207) (111,209,839)
From net investment income

From net realized gain (544,915,685) (480,404,897)

TOTAL DISTRIBUTIONS (650,399,892) (591,614,736)

Share transactions - net 240,053,910 316,060,481
increase (decrease)

TOTAL INCREASE (DECREASE) 771,352,059 245,316,273
IN NET ASSETS

NET ASSETS

Beginning of period 6,206,058,495 5,960,742,222

End of period (including $ 6,977,410,554 $ 6,206,058,495
undistributed net investment
income of $88,705,313 and
$85,475,956, respectively)

</TABLE>

FINANCIAL HIGHLIGHTS - CLASS O

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
YEARS ENDED SEPTEMBER 30, 1999 1998 1997 1996 1995

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 24.58 $ 25.08 $ 20.41 $ 18.78 $ 17.70
period

Income from Investment
Operations

Net investment income .42 C .44 C .49 C .45 .41

Net realized and unrealized 4.13 1.56 6.36 2.42 3.54
gain (loss)

Total from investment 4.55 2.00 6.85 2.87 3.95
operations

Less Distributions

From net investment income (.42) (.47) (.45) (.43) (.34)

From net realized gain (2.17) (2.03) (1.73) (.81) (2.53)

Total distributions (2.59) (2.50) (2.18) (1.24) (2.87)

Net asset value, end of period $ 26.54 $ 24.58 $ 25.08 $ 20.41 $ 18.78

TOTAL RETURN A, B 18.99% 8.72% 36.29% 16.04% 27.49%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 6,977,155 $ 6,206,058 $ 5,960,742 $ 4,565,482 $ 4,053,389
(000 omitted)

Ratio of expenses to average .32% .33% .39% .65% .68%
net assets

Ratio of expenses to average .31% D .33% .38% D .65% .68%
net assets after expense
reductions

Ratio of net investment 1.55% 1.71% 2.20% 2.40% 2.35%
income to average net assets

Portfolio turnover 36% 27% 32% 42% 55%

</TABLE>

A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.

B TOTAL RETURNS DO NOT INCLUDE THE EFFECTS OF THE SEPARATE SALES
CHARGE AND OTHER 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 CLASS' EXPENSES.

FINANCIAL HIGHLIGHTS - CLASS N

YEAR ENDED SEPTEMBER 30, 1999 E

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 27.76
period

Income from Investment
Operations

Net investment income D .08

Net realized and unrealized (1.39) G
gain (loss)

Total from investment (1.31)
operations

Net asset value, end of period $ 26.45

TOTAL RETURN B, C (4.72)%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 256
(000 omitted)

Ratio of expenses to average 1.18% A
net assets

Ratio of expenses to average 1.17% A, F
net assets after expense
reductions

Ratio of net investment .68% A
income to average net assets

Portfolio turnover 36%

A ANNUALIZED

B THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.

C TOTAL RETURNS DO NOT INCLUDE THE EFFECTS OF THE SEPARATE SALES
CHARGE AND OTHER FEES ASSESSED THROUGH FIDELITY SYSTEMATIC INVESTMENT
PLANS AND FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.

D NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.

E FOR THE PERIOD APRIL 30, 1999 (COMMENCEMENT OF SALE OF CLASS N
SHARES) TO SEPTEMBER 30, 1999.

F FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS' EXPENSES.

FIDELITY DESTINY PORTFOLIOS: DESTINY II

INVESTMENTS SEPTEMBER 30, 1999

Showing Percentage of Net Assets

COMMON STOCKS - 92.9%

SHARES VALUE (NOTE 1)

AEROSPACE & DEFENSE - 2.3%

AEROSPACE & DEFENSE - 1.7%

Boeing Co. 674,100 $ 28,733,513

Textron, Inc. 435,100 33,665,863

United Technologies Corp. 395,800 23,475,889

85,875,265

SHIP BUILDING & REPAIR - 0.6%

General Dynamics Corp. 511,200 31,918,050

TOTAL AEROSPACE & DEFENSE 117,793,315

BASIC INDUSTRIES - 2.8%

CHEMICALS & PLASTICS - 1.1%

Imperial Chemical Industries 244,900 2,644,156
PLC Class L

Lyondell Chemical Co. 255,400 3,415,975

Praxair, Inc. 812,200 37,361,200

Rohm & Haas Co. 415,778 15,019,980

58,441,311

IRON & STEEL - 0.2%

Nucor Corp. 168,500 8,024,813

METALS & MINING - 1.2%

Alcoa, Inc. 985,400 61,156,388

PACKAGING & CONTAINERS - 0.1%

Owens-Illinois, Inc. (a) 379,720 7,523,203

PAPER & FOREST PRODUCTS - 0.2%

Champion International Corp. 140,800 7,233,600

Georgia-Pacific Corp. 89,800 3,636,900

10,870,500

TOTAL BASIC INDUSTRIES 146,016,215

CONSTRUCTION & REAL ESTATE -
0.8%

BUILDING MATERIALS - 0.5%

Masco Corp. 876,300 27,165,300

ENGINEERING - 0.3%

Fluor Corp. 361,700 14,558,425

TOTAL CONSTRUCTION & REAL 41,723,725
ESTATE

SHARES VALUE (NOTE 1)

DURABLES - 2.5%

AUTOS, TIRES, & ACCESSORIES -
0.7%

Danaher Corp. 348,800 $ 18,377,400

Eaton Corp. 229,300 19,791,456

38,168,856

CONSUMER DURABLES - 0.8%

Minnesota Mining & 411,100 39,491,294
Manufacturing Co.

CONSUMER ELECTRONICS - 0.4%

Maytag Corp. 96,300 3,207,994

Sony Corp. 129,400 19,418,087

22,626,081

HOME FURNISHINGS - 0.2%

Leggett & Platt, Inc. 368,400 7,252,875

TEXTILES & APPAREL - 0.4%

NIKE, Inc. Class B 377,500 21,470,313

TOTAL DURABLES 129,009,419

ENERGY - 5.8%

ENERGY SERVICES - 0.9%

Halliburton Co. 600,500 24,620,500

Schlumberger Ltd. 377,100 23,498,044

48,118,544

OIL & GAS - 4.9%

BP Amoco PLC sponsored ADR 337,906 37,444,209

Chevron Corp. 218,100 19,356,375

Exxon Corp. 943,200 71,624,250

Mobil Corp. 471,100 47,463,325

Royal Dutch Petroleum Co. (NY 1,007,500 59,505,469
Registry Gilder 1.25)

Texaco, Inc. 179,700 11,343,563

USX-Marathon Group 321,700 9,409,725

256,146,916

TOTAL ENERGY 304,265,460

FINANCE - 10.6%

BANKS - 3.5%

Bank of New York Co., Inc. 951,340 31,810,431

Chase Manhattan Corp. 1,348,500 101,643,188

Fuji Bank Ltd. 1,118,000 13,604,401

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

FINANCE - CONTINUED

BANKS - CONTINUED

Mellon Bank Corp. 65,200 $ 2,200,500

U.S. Bancorp 825,700 24,925,819

Wells Fargo & Co. 227,400 9,010,725

183,195,064

CREDIT & OTHER FINANCE - 3.8%

American Express Co. 658,800 88,690,950

Associates First Capital 679,600 24,465,600
Corp. Class A

Citigroup, Inc. 1,980,350 87,135,400

200,291,950

FEDERAL SPONSORED CREDIT - 1.3%

Fannie Mae 557,100 34,923,206

Freddie Mac 600,500 31,226,000

66,149,206

INSURANCE - 1.6%

AFLAC, Inc. 276,700 11,586,813

Allmerica Financial Corp. 28,000 1,333,500

American International Group, 734,621 63,866,113
Inc.

Hartford Financial Services 49,100 2,006,963
Group, Inc.

MBIA, Inc. 130,700 6,093,888

84,887,277

SECURITIES INDUSTRY - 0.4%

Nikko Securities Co. Ltd. 1,515,000 12,822,080

Schwab (Charles) Corp. 201,500 6,788,031

19,610,111

TOTAL FINANCE 554,133,608

HEALTH - 8.7%

DRUGS & PHARMACEUTICALS - 5.4%

American Home Products Corp. 82,300 3,415,450

Amgen, Inc. (a) 436,300 35,558,450

Bristol-Myers Squibb Co. 907,300 61,242,750

Elan Corp. PLC sponsored ADR 235,500 7,903,969
(a)

Eli Lilly & Co. 637,500 40,800,000

Merck & Co., Inc. 718,400 46,561,300

Pfizer, Inc. 149,700 5,379,844

SHARES VALUE (NOTE 1)

HEALTH - CONTINUED

DRUGS & PHARMACEUTICALS -
CONTINUED

Schering-Plough Corp. 1,586,600 $ 69,215,425

Warner-Lambert Co. 231,200 15,345,900

285,423,088

MEDICAL EQUIPMENT & SUPPLIES
- - 3.3%

Abbott Laboratories 976,400 35,882,700

Baxter International, Inc. 7,700 463,925

Becton, Dickinson & Co. 111,900 3,140,194

Biomet, Inc. 256,350 6,745,209

Boston Scientific Corp. (a) 492,300 12,153,656

Cardinal Health, Inc. 957,954 52,208,493

Guidant Corp. 316,600 16,977,675

Johnson & Johnson 374,400 34,398,000

Medtronic, Inc. 231,000 8,200,500

Stryker Corp. 31,900 1,630,888

U.S. Surgical Corp. rights 1 0
6/30/00 (a)

171,801,240

TOTAL HEALTH 457,224,328

INDUSTRIAL MACHINERY &
EQUIPMENT - 9.1%

ELECTRICAL EQUIPMENT - 4.8%

ABB Ltd. (Sweden) (a) 217,687 22,528,952

General Electric Co. 1,787,900 211,977,869

Mitsubishi Electric Corp. 3,256,000 18,616,212

253,123,033

INDUSTRIAL MACHINERY &
EQUIPMENT - 4.2%

Caterpillar, Inc. 366,600 20,094,263

Deere & Co. 733,900 28,392,756

Dover Corp. 140,500 5,742,938

Illinois Tool Works, Inc. 311,500 23,226,219

Ingersoll-Rand Co. 424,700 23,331,956

Parker-Hannifin Corp. 492,300 22,061,194

The Stanley Works 148,600 3,742,863

Tyco International Ltd. 904,500 93,389,625

219,981,814

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

INDUSTRIAL MACHINERY &
EQUIPMENT - CONTINUED

POLLUTION CONTROL - 0.1%

Waste Management, Inc. 175,200 $ 3,372,600

TOTAL INDUSTRIAL MACHINERY & 476,477,447
EQUIPMENT

MEDIA & LEISURE - 9.0%

BROADCASTING - 3.8%

AT&T Corp. (Liberty Media 858,892 31,886,366
Group) Class A (a)

CBS Corp. (a) 573,700 26,533,625

Clear Channel Communications, 314,600 25,128,675
Inc. (a)

Comcast Corp. Class A 720,000 28,710,000
(special)

Time Warner, Inc. 1,061,431 64,481,933

USA Networks, Inc. (a) 617,000 23,908,750

200,649,349

ENTERTAINMENT - 2.1%

Carnival Corp. 365,300 15,890,550

Disney (Walt) Co. 770,000 19,923,750

Fox Entertainment Group, Inc. 800,200 16,904,225
Class A

News Corp. Ltd. sponsored:

ADR 312,200 8,878,188

ADR (preferred ltd. vtg.) 271,700 7,250,994

Viacom, Inc. Class B 912,200 38,540,450
(non-vtg.) (a)

107,388,157

LEISURE DURABLES & TOYS - 0.2%

Nintendo Co. Ltd. 78,700 12,566,541

LODGING & GAMING - 0.1%

Marriott International, Inc. 151,600 4,955,425
Class A

PUBLISHING - 1.3%

Harcourt General, Inc. 41,900 1,744,088

McGraw-Hill Companies, Inc. 1,204,300 58,258,013

Reader's Digest Association, 225,900 6,607,575
Inc. Class A (non-vtg.)

66,609,676

RESTAURANTS - 1.5%

McDonald's Corp. 1,029,900 44,285,700

SHARES VALUE (NOTE 1)

MEDIA & LEISURE - CONTINUED

RESTAURANTS - CONTINUED

Outback Steakhouse, Inc. (a) 459,200 $ 11,695,250

Tricon Global Restaurants, 568,700 23,281,156
Inc. (a)

79,262,106

TOTAL MEDIA & LEISURE 471,431,254

NONDURABLES - 3.7%

BEVERAGES - 0.6%

Anheuser-Busch Companies, 321,300 22,511,081
Inc.

Coca-Cola Co. (The) 151,100 7,262,244

29,773,325

FOODS - 0.5%

Dean Foods Co. 80,300 3,498,069

Flowers Industries, Inc. 247,400 3,355,363

H.J. Heinz Co. 87,000 3,741,000

Keebler Foods Co. (a) 477,900 14,277,263

24,871,695

HOUSEHOLD PRODUCTS - 1.7%

Avon Products, Inc. 631,900 15,679,019

Clorox Co. 977,866 37,403,375

Colgate-Palmolive Co. 520,300 23,803,725

Procter & Gamble Co. 156,000 14,625,000

91,511,119

TOBACCO - 0.9%

Philip Morris Companies, Inc. 1,403,900 47,995,831

TOTAL NONDURABLES 194,151,970

RETAIL & WHOLESALE - 6.6%

APPAREL STORES - 0.7%

Abercrombie & Fitch Co. Class 514,300 17,518,344
A (a)

Gap, Inc. 167,900 5,372,800

TJX Companies, Inc. 533,500 14,971,344

37,862,488

DRUG STORES - 1.2%

CVS Corp. 1,462,300 59,680,119

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

RETAIL & WHOLESALE - CONTINUED

GENERAL MERCHANDISE STORES -
3.1%

Cifra SA de CV Series V (a) 4,288,000 $ 6,727,172

Costco Wholesale Corp. (a) 324,600 23,371,200

Dayton Hudson Corp. 569,700 34,217,606

Federated Department Stores, 619,800 27,077,513
Inc. (a)

Nordstrom, Inc. 629,000 16,983,000

Wal-Mart Stores, Inc. 1,135,000 53,983,438

162,359,929

GROCERY STORES - 0.1%

Kroger Co. (a) 261,400 5,767,138

RETAIL & WHOLESALE,
MISCELLANEOUS - 1.5%

Home Depot, Inc. 713,300 48,950,213

Lowe's Companies, Inc. 105,100 5,123,625

Staples, Inc. (a) 1,116,700 24,358,019

Williams-Sonoma, Inc. (a) 28,700 1,393,744

79,825,601

TOTAL RETAIL & WHOLESALE 345,495,275

SERVICES - 2.0%

ADVERTISING - 0.9%

Omnicom Group, Inc. 536,600 42,492,013

Young & Rubicam, Inc. 36,600 1,610,400

44,102,413

PRINTING - 0.2%

Donnelley (R.R.) & Sons Co. 374,200 10,805,025

SERVICES - 0.9%

Block (H&R), Inc. 174,700 7,588,531

Cendant Corp. (a) 961,000 17,057,750

Ecolab, Inc. 507,750 17,326,969

Gartner Group, Inc.:

Class A 52,300 833,531

Class B (a) 260,766 4,351,533

47,158,314

TOTAL SERVICES 102,065,752

SHARES VALUE (NOTE 1)

TECHNOLOGY - 20.1%

COMMUNICATIONS EQUIPMENT - 4.4%

ADC Telecommunications, Inc. 333,800 $ 13,998,738
(a)

Cisco Systems, Inc. (a) 1,159,600 79,505,075

Jabil Circuit, Inc. (a) 39,200 1,940,400

Lucent Technologies, Inc. 1,146,095 74,352,913

NEC Corp. 508,000 10,246,944

Nokia AB sponsored ADR 529,200 47,528,775

227,572,845

COMPUTER SERVICES & SOFTWARE
- - 7.5%

At Home Corp. Series A (a) 346,452 14,356,105

Automatic Data Processing, 134,500 6,002,063
Inc.

Digital Insight Corp. 1,500 22,500

DST Systems, Inc. (a) 17,400 989,625

Electronic Data Systems Corp. 69,600 3,684,450

First Data Corp. 315,400 13,838,175

Galileo International, Inc. 63,500 2,555,875

IMS Health, Inc. 956,600 21,822,438

International Business 805,000 97,706,875
Machines Corp.

Intuit, Inc. (a) 218,500 19,152,891

Lycos, Inc. (a) 88,000 4,411,000

Microsoft Corp. (a) 1,734,400 157,071,600

RealNetworks, Inc. (a) 12,000 1,254,750

Unisys Corp. (a) 945,745 42,676,743

Yahoo!, Inc. (a) 23,500 4,218,250

389,763,340

COMPUTERS & OFFICE EQUIPMENT
- - 4.7%

Compaq Computer Corp. 163,000 3,738,813

Comverse Technology, Inc. (a) 61,400 5,790,788

Dell Computer Corp. (a) 335,800 14,040,638

EMC Corp. (a) 435,700 31,125,319

Fujitsu Ltd. 730,000 22,791,047

Hewlett-Packard Co. 340,600 31,335,200

Hitachi Ltd. 788,000 8,599,050

Pitney Bowes, Inc. 466,100 28,402,969

SCI Systems, Inc. (a) 773,100 34,354,631

Sun Microsystems, Inc. (a) 406,900 37,841,700

Xerox Corp. 711,900 29,855,306

247,875,461

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

TECHNOLOGY - CONTINUED

ELECTRONICS - 3.5%

Analog Devices, Inc. (a) 343,200 $ 17,589,000

Intel Corp. 233,900 17,381,694

Micron Technology, Inc. (a) 99,500 6,622,969

Motorola, Inc. 433,300 38,130,400

Samsung Electronics Co. Ltd. 70,700 11,449,152

Sanmina Corp. (a) 157,800 12,209,775

Solectron Corp. (a) 267,492 19,209,269

Texas Instruments, Inc. 736,500 60,577,125

183,169,384

TOTAL TECHNOLOGY 1,048,381,030

TRANSPORTATION - 0.9%

RAILROADS - 0.9%

Burlington Northern Santa Fe 681,400 18,738,500
Corp.

CSX Corp. 333,100 14,115,113

Union Pacific Corp. 313,700 15,077,206

47,930,819

UTILITIES - 8.0%

CELLULAR - 2.8%

ALLTEL Corp. 389,100 27,382,913

China Telecom (Hong Kong) 5,986,000 18,455,806
Ltd. (a)

Nextel Communications, Inc. 23,700 1,607,156
Class A (a)

NTT Mobile Communication 376 7,425,240
Network, Inc.

QUALCOMM, Inc. 24,000 4,540,500

Vodafone AirTouch PLC 273,000 64,905,750
sponsored ADR

VoiceStream Wireless Corp. (a) 345,200 21,305,313

145,622,678

ELECTRIC UTILITY - 1.9%

AES Corp. (a) 497,700 29,364,300

CMS Energy Corp. 4,400 149,325

Entergy Corp. 425,300 12,307,119

Illinova Corp. 386,200 10,837,738

IPALCO Enterprises, Inc. 470,200 9,139,513

PECO Energy Co. 280,800 10,530,000

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1)

UTILITIES - CONTINUED

ELECTRIC UTILITY - CONTINUED

PG&E Corp. 453,042 $ 11,722,462

Unicom Corp. 401,800 14,841,488

98,891,945

GAS - 0.0%

Dynegy, Inc. 120,600 2,494,913

TELEPHONE SERVICES - 3.3%

AT&T Corp. 915,818 39,838,083

CenturyTel, Inc. 241,900 9,827,188

MCI WorldCom, Inc. (a) 925,703 66,534,903

Qwest Communications 319,100 9,433,394
International, Inc. (a)

SBC Communications, Inc. 923,400 47,151,113

172,784,681

TOTAL UTILITIES 419,794,217

TOTAL COMMON STOCKS 4,855,893,834
(Cost $3,796,828,576)

CONVERTIBLE BONDS - 0.2%

MOODY'S RATINGS (UNAUDITED) PRINCIPAL AMOUNT

FINANCE - 0.2%

CREDIT & OTHER FINANCE - 0.2%

Elan Finance Corp. Ltd. Baa3 $ 19,620,000 11,036,250
liquid yield option notes 0%
12/14/18 (c) (Cost
$10,563,844)

CASH EQUIVALENTS - 6.0%

SHARES VALUE (NOTE 1)

Taxable Central Cash Fund, 314,054,717 $ 314,054,717
5.22% (b) (Cost $314,054,717)

TOTAL INVESTMENT PORTFOLIO - 5,180,984,801
99.1%
(Cost $4,121,447,137)

NET OTHER ASSETS - 0.9% 46,842,400

NET ASSETS - 100% $ 5,227,827,201

LEGEND

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at
period end.

INCOME TAX INFORMATION

The fund hereby designates approximately $881,314,000 as a capital
gain dividend for the purpose of the dividend paid deduction.

FIDELITY DESTINY PORTFOLIOS: DESTINY II

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

SEPTEMBER 30, 1999

ASSETS

Investment in securities, at $ 5,180,984,801
value (cost $4,121,447,137)
- - See accompanying schedule

Cash 48,400

Receivable for investments 140,306,649
sold

Receivable for fund shares 418,368
sold

Dividends receivable 4,745,866

Interest receivable 1,009,604

Other receivables 179,506

TOTAL ASSETS 5,327,693,194

LIABILITIES

Payable for investments $ 76,299,536
purchased

Payable for fund shares 1,001,009
redeemed

Accrued management fee 2,059,741

Distribution fees payable 259

Other payables and accrued 220,919
expenses

Collateral on securities 20,284,529
loaned, at value

TOTAL LIABILITIES 99,865,993

NET ASSETS $ 5,227,827,201

Net Assets consist of:

Paid in capital $ 3,626,741,157

Undistributed net investment 39,810,345
income

Accumulated undistributed net 501,742,081
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 1,059,533,618
(depreciation) on
investments and assets and
liabilities in foreign
currencies

NET ASSETS $ 5,227,827,201

CLASS O NET ASSET VALUE, $14.76
offering price and
redemption price per share
($5,226,302,749 (divided by)
353,979,571 shares)

CLASS N: NET ASSET VALUE, $14.72
offering price and
redemption price per share
($1,524,452 (divided by)
103,578 shares)

STATEMENT OF OPERATIONS

YEAR ENDED SEPTEMBER 30, 1999

INVESTMENT INCOME $ 50,536,774
Dividends

Interest 13,344,378

Security lending 51,088

TOTAL INCOME 63,932,240

EXPENSES

Management fee Basic fee $ 29,741,031

Performance adjustment (6,765,297)

Transfer agent fees 251,873

Distribution fees 558

Accounting and security 896,122
lending fees

Non-interested trustees' 21,861
compensation

Custodian fees and expenses 121,830

Registration fees 35,476

Audit 49,044

Legal 101,949

Interest 892

Reports to shareholders 220,050

Miscellaneous 12,157

Total expenses before 24,687,546
reductions

Expense reductions (972,807) 23,714,739

NET INVESTMENT INCOME 40,217,501

REALIZED AND UNREALIZED GAIN
(LOSS)
Net realized gain (loss) on:

Investment securities 514,903,755

Foreign currency transactions (300,041) 514,603,714

Change in net unrealized
appreciation (depreciation)
on:

Investment securities 644,474,509

Assets and liabilities in (50,856) 644,423,653
foreign currencies

NET GAIN (LOSS) 1,159,027,367

NET INCREASE (DECREASE) IN $ 1,199,244,868
NET ASSETS RESULTING FROM
OPERATIONS

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED SEPTEMBER 30, 1999 YEAR ENDED SEPTEMBER 30, 1998

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ 40,217,501 $ 49,870,755
income

Net realized gain (loss) 514,603,714 911,976,206

Change in net unrealized 644,423,653 (723,728,685)
appreciation (depreciation)

NET INCREASE (DECREASE) IN 1,199,244,868 238,118,276
NET ASSETS RESULTING FROM
OPERATIONS

Distributions to shareholders (34,149,944) (63,384,584)
From net investment income

From net realized gain (864,396,346) (245,892,803)

TOTAL DISTRIBUTIONS (898,546,290) (309,277,387)

Share transactions - net 957,719,512 431,423,801
increase (decrease)

TOTAL INCREASE (DECREASE) 1,258,418,090 360,264,690
IN NET ASSETS

NET ASSETS

Beginning of period 3,969,409,111 3,609,144,421

End of period (including $ 5,227,827,201 $ 3,969,409,111
undistributed net investment
income of $39,810,345 and
$36,167,783, respectively)

</TABLE>

FINANCIAL HIGHLIGHTS - CLASS O

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
YEARS ENDED SEPTEMBER 30, 1999 1998 1997 1996 E 1995 E

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 14.07 $ 14.40 $ 11.61 $ 10.57 $ 9.52
period

Income from Investment
Operations

Net investment income .12 C .18 C .27 C .24 .22

Net realized and unrealized 3.73 .71 3.52 1.34 1.99
gain (loss)

Total from investment 3.85 .89 3.79 1.58 2.21
operations

Less Distributions

From net investment income (.12) (.25) (.25) (.22) (.17)

From net realized gain (3.04) (.97) (.75) (.32) (.99)

Total distributions (3.16) (1.22) (1.00) (.54) (1.16)

Net asset value, end of period $ 14.76 $ 14.07 $ 14.40 $ 11.61 $ 10.57

TOTAL RETURN A, B 30.06% 6.64% 34.72% 15.43% 26.98%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 5,226,303 $ 3,969,409 $ 3,609,144 $ 2,538,407 $ 2,031,762
(000 omitted)

Ratio of expenses to average .48% .48% .54% .78% .80%
net assets

Ratio of expenses to average .47% D .48% .53% D .78% .80%
net assets after expense
reductions

Ratio of net investment .79% 1.23% 2.11% 2.38% 2.33%
income to average net assets

Portfolio turnover 77% 106% 35% 37% 52%

</TABLE>

A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.

B TOTAL RETURNS DO NOT INCLUDE THE EFFECTS OF THE SEPARATE SALES
CHARGE AND OTHER 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 CLASS' EXPENSES.

E PER-SHARE DATA HAVE BEEN ADJUSTED FOR A 3 FOR 1 SHARE SPLIT PAID
JUNE 21, 1996.

FINANCIAL HIGHLIGHTS - CLASS N

YEAR ENDED SEPTEMBER 30, 1999 E

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 15.35
period

Income from Investment
Operations

Net investment income (loss) D .00

Net realized and unrealized (.63) G
gain (loss)

Total from investment (.63)
operations

Net asset value, end of period $ 14.72

TOTAL RETURN B, C (4.10)%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 1,524
(000 omitted)

Ratio of expenses to average 1.35% A
net assets

Ratio of expenses to average 1.33% A, F
net assets after expense
reductions

Ratio of net investment (.07)% A
income (loss) to average net
assets

Portfolio turnover 77%

A ANNUALIZED

B THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.

C TOTAL RETURNS DO NOT INCLUDE THE EFFECTS OF THE SEPARATE SALES
CHARGE AND OTHER FEES ASSESSED THROUGH FIDELITY SYSTEMATIC INVESTMENT
PLANS AND FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.

D NET INVESTMENT INCOME (LOSS) PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.

E FOR THE PERIOD APRIL 30, 1999 (COMMENCEMENT OF SALE OF CLASS N
SHARES) TO SEPTEMBER 30, 1999.

F FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS' EXPENSES.

NOTES TO FINANCIAL STATEMENTS

For the period ended September 30, 1999

1. SIGNIFICANT ACCOUNTING POLICIES.

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.

1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date. Income dividends and capital gain distributions are
declared separately for each class.

SECURITY TRANSACTIONS. Security transactions are accounted for as of
trade date. Gains and losses on securities sold are determined on the
basis of identified cost.

2. OPERATING POLICIES.

2. OPERATING POLICIES - CONTINUED

TAXABLE CENTRAL CASH FUND - CONTINUED

income. Income distributions earned by the funds are recorded as
interest income in the accompanying financial statements.

3. PURCHASES AND SALES OF INVESTMENTS.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.

MANAGEMENT FEE. As each fund's investment adviser, FMR receives a
monthly basic fee that is calculated on the basis of a group fee rate
plus a fixed individual fund fee rate applied to the average net
assets of each fund. The group fee rate is the weighted average of a
series of rates and is based on the monthly average net assets of all
the mutual funds advised by FMR. The rates ranged from .2500% to
.5200% for the period. 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 -.24% of each
fund's average net assets up to and including $100,000,000 and -.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
.29% and .45%, respectively of average net assets after the
performance adjustment for the Destiny I and Destiny II funds,
respectively. Effective July 1, 1999 each fund's performance
adjustment will be phased out over an 18 month period. During the
phase out period the performance adjustment can decrease, but not
increase, the management fee owed by the funds.

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES -

CONTINUED

PAID TO FDC

Destiny I $ 175

Destiny II $ 558

Destiny I

AMOUNT % OF AVERAGE NET ASSETS

CLASS O $ 514,732 .01

CLASS N 441 .62 *

$ 515,173

Destiny II

AMOUNT % OF AVERAGE NET ASSETS

CLASS O $ 250,468 .01

CLASS N 1,405 .62 *

$ 251,873

* ANNUALIZED

5. SECURITY LENDING.

6. BANK BORROWINGS.

7. EXPENSE REDUCTIONS.

Destiny I

TRANSFER AGENT CREDITS

CLASS O $ 17,896

Destiny II
TRANSFER AGENT CREDITS

CLASS O $ 17,746

8. DISTRIBUTIONS TO SHAREHOLDERS.

Distributions to shareholders of each fund's class were as follows:

Destiny I
YEARS ENDED SEPTEMBER 30,

1999 A 1998

FROM NET INVESTMENT INCOME

Class O $ 105,484,207 $ 111,209,839

Class N - -

Total $ 105,484,207 $ 111,209,839

FROM NET REALIZED GAIN

Class O $ 544,915,685 $ 480,404,897

Class N - -

Total $ 544,915,685 $ 480,404,897

Total Distributions $ 650,399,892 $ 591,614,736

Destiny II
YEAR ENDED SEPTEMBER 30,

1999 A 1998

FROM NET INVESTMENT INCOME

Class O $ 34,149,944 $ 63,384,584

Class N - -

Total $ 34,149,944 $ 63,384,584

FROM NET REALIZED GAIN

Class O $ 864,396,346 $ 245,892,803

Class N - -

Total $ 864,396,346 $ 245,892,803

Total Distributions $ 898,546,290 $ 309,277,387

A DISTRIBUTIONS FOR DESTINY I: CLASS N AND DESTINY II: CLASS N ARE FOR
THE PERIOD APRIL 30, 1999 (COMMENCEMENT OF SALE OF SHARES) TO
SEPTEMBER 30, 1999.

9. SHARE TRANSACTIONS.

Transactions for each fund's class of shares for the periods are as
follows:

Destiny I

<TABLE>
<CAPTION>
<S> <C> <C> <C>
SHARES DOLLARS

YEAR ENDED SEPTEMBER 30, YEAR ENDED SEPTEMBER 30, YEAR ENDED SEPTEMBER 30,

1999 A 1998 1999 A

CLASS O Shares sold 9,223,182 7,674,934 $ 248,764,091

Reinvestment of distributions 22,671,053 23,221,864 575,618,075

Shares redeemed (21,478,357) (16,076,270) (584,597,461)

Net increase (decrease) 10,415,878 14,820,528 $ 239,784,705

CLASS N Shares sold 9,786 - $ 272,403

Shares redeemed (114) - (3,198)

Net increase (decrease) 9,672 - $ 269,205

</TABLE>

YEAR ENDED SEPTEMBER 30,

1998

CLASS O Shares sold $ 194,919,194

Reinvestment of distributions 531,084,059

Shares redeemed (409,942,772)

Net increase (decrease) $ 316,060,481

CLASS N Shares sold $ -

Shares redeemed -

Net increase (decrease) $ -

</TABLE>

Destiny II

<TABLE>
<CAPTION>
<S> <C> <C> <C>
SHARES DOLLARS

YEAR ENDED SEPTEMBER 30, YEAR ENDED SEPTEMBER 30, YEAR ENDED SEPTEMBER 30,

1999 A 1998 1999 A

CLASS O Shares sold 42,363,720 33,666,459 $ 629,670,010

Reinvestment of distributions 66,407,354 22,694,528 875,248,918

Shares redeemed (36,859,021) (24,889,611) (548,780,811)

Net increase (decrease) 71,912,053 31,471,376 $ 956,138,117

CLASS N Shares sold 105,039 - $ 1,603,569

Shares redeemed (1,461) - (22,174)

Net increase (decrease) 103,578 - $ 1,581,395

</TABLE>

YEAR ENDED SEPTEMBER 30,

1998

CLASS O Shares sold $ 501,235,130

Reinvestment of distributions 302,744,998

Shares redeemed (372,556,327)

Net increase (decrease) $ 431,423,801

CLASS N Shares sold $ -

Shares redeemed -

Net increase (decrease) $ -

</TABLE>

A SHARE TRANSACTIONS FOR DESTINY I: CLASS N AND DESTINY II: CLASS N
ARE FOR THE PERIOD APRIL 30, 1999 (COMMENCEMENT OF SALE OF SHARES) TO
SEPTEMBER 30, 1999.

INDEPENDENT AUDITORS' REPORT

To the Trustees and Shareholders of Fidelity Destiny Portfolios:
Destiny I and Destiny II:

/s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Boston, Massachusetts
November 5, 1999

DISTRIBUTIONS

The funds hereby designate 100% of the long-term capital gain
dividends distributed during the fiscal year as 20%-rate capital gain
dividends.

A total of 58% and 100% 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 2000 of amounts for use
in preparing 1999 income tax returns.

OF SPECIAL NOTE

INTRODUCING FIDELITY'S NEW, REORGANIZED PROSPECTUS

We invite you to spend a moment and review our new prospectus. It is
designed to help make your investment decision easier, no matter which
of the Fidelity funds you invest in.

PROXY VOTING RESULTS

PROPOSAL 1

To elect as Trustees the following twelve nominees.*

# OF % OF
VOTES CAST VOTES CAST

RALPH F. COX
Affirmative 12,034,713,521.44 97.812

Withheld 269,174,117.65 2.188

TOTAL 12,303,887,639.09 100.000

PHYLLIS BURKE DAVIS
Affirmative 12,024,799,360.15 97.732

Withheld 279,088,278.94 2.268

TOTAL 12,303,887,639.09 100.000

ROBERT M. GATES
Affirmative 12,018,153,268.60 97.678

Withheld 285,734,370.49 2.322

TOTAL 12,303,887,639.09 100.000

EDWARD C. JOHNSON 3D
Affirmative 12,022,449,385.26 97.713

Withheld 281,438,253.83 2.287

TOTAL 12,303,887,639.09 100.000

E. BRADLEY JONES
Affirmative 12,011,159,042.04 97.621

Withheld 292,728,597.05 2.379

TOTAL 12,303,887,639.09 100.000

DONALD J. KIRK
Affirmative 12,037,929,370.72 97.838

Withheld 265,958,268.37 2.162

TOTAL 12,303,887,639.09 100.000

# OF % OF
VOTES CAST VOTES CAST

PETER S. LYNCH
Affirmative 12,036,485,998.31 97.827

Withheld 267,401,640.78 2.173

TOTAL 12,303,887,639.09 100.000

WILLIAM O. MCCOY
Affirmative 12,036,479,856.48 97.827

Withheld 267,407,782.61 2.173

TOTAL 12,303,887,639.09 100.000

GERALD C. MCDONOUGH
Affirmative 12,020,160,511.29 97.694

Withheld 283,727,127.80 2.306

TOTAL 12,303,887,639.09 100.000

MARVIN L. MANN
Against 12,039,101,531.78 97.848

Withheld 264,786,107.31 2.152

TOTAL 12,303,887,639.09 100.000

ROBERT C. POZEN
Affirmative 12,029,915,166.14 97.773

Withheld 273,972,472.95 2.227

TOTAL 12,303,887,639.09 100.000

THOMAS R. WILLIAMS
Affirmative 12,023,514,869.84 97.721

Withheld 280,372,769.25 2.279

TOTAL 12,303,887,639.09 100.000

PROPOSAL 2

To ratify the selection of Deloitte & Touche LLP as independent
accountants of the funds.

DESTINY I # OF % OF
VOTES CAST VOTES CAST

Affirmative 6,897,499,125.27 96.581

Against 72,337,124.22 1.013

Abstain 171,810,159.29 2.406

TOTAL 7,141,646,408.78 100.000

DESTINY II # OF % OF
VOTES CAST VOTES CAST

Affirmative 4,923,635,671.52 95.378

Against 63,631,261.46 1.232

Abstain 174,974,297.33 3.390

TOTAL 5,162,241,230.31 100.000

PROPOSAL 3

To authorize the Trustees to adopt an amended and restated Declaration
of Trust.*

# OF % OF
VOTES CAST VOTES CAST

Affirmative 11,131,125,685.46 90.468

Against 763,788,042.58 6.208

Abstain 408,973,911.05 3.324

TOTAL 12,303,887,639.09 100.000

PROPOSAL 4

To amend the trust's Bylaws.*

# OF % OF
VOTES CAST VOTES CAST

Affirmative 10,482,701,078.01 85.199

Against 1,363,003,529.20 11.077

Abstain 458,135,367.81 3.724

TOTAL 12,303,839,975.02 100.000

PROPOSAL 5

DESTINY I # OF % OF
VOTES CAST VOTES CAST

Affirmative 5,861,503,333.60 82.076

Against 1,013,545,201.18 14.192

Abstain 266,550,209.93 3.732

TOTAL 7,141,598,744.71 100.000

Broker Non-Votes 47,664.07

DESTINY II # OF % OF
VOTES CAST VOTES CAST

Affirmative 4,265,462,636.07 82.628

Against 646,162,823.99 12.517

Abstain 250,615,770.25 4.855

TOTAL 5,162,241,230.31 100.000

PROPOSAL 6

To approve an amended management contract for Destiny I.

# OF % OF
VOTES CAST VOTES CAST

Affirmative 5,922,467,896.71 82.929

Against 963,143,322.96 13.487

Abstain 255,987,525.04 3.584

TOTAL 7,141,598,744.71 100.00

Broker Non-Votes 47,664.07

PROPOSAL 7

To approve an amended management contract for Destiny II.

# OF % OF
VOTES CAST VOTES CAST

Affirmative 4,296,609,730.76 83.231

Against 630,316,132.14 12.211

Abstain 235,315,367.41 4.558

TOTAL 5,162,241,230.31 100.00

PROPOSAL 8

To approve an amended sub-advisory agreement with FMR U.K. for the
fund.

DESTINY I # OF % OF
VOTES CAST VOTES CAST

Affirmative 6,443,451,256.98 90.224

Against 425,931,245.84 5.964

Abstain 272,216,241.89 3.812

TOTAL 7,141,598,744.71 100.000

Broker Non-Votes 47,664.07

DESTINY II # OF % OF
VOTES CAST VOTES CAST

Affirmative 4,632,688,155.31 89.742

Against 278,195,913.87 5.389

Abstain 251,357,161.13 4.869

TOTAL 5,162,241,230.31 100.000

PROPOSAL 9

To approve an amended sub-advisory agreement with FMR Far East for the
fund.

DESTINY I # OF % OF
VOTES CAST VOTES CAST

Affirmative 6,417,908,120.71 89.867

Against 446,453,503.77 6.251

Abstain 277,237,120.23 3.882

TOTAL 7,141,598,744.71 100.000

Broker Non-Votes 47,664.07

DESTINY II # OF % OF
VOTES CAST VOTES CAST

Affirmative 4,615,571,555.97 89.410

Against 295,151,995.99 5.718

Abstain 251,517,678.35 4.872

TOTAL 5,162,241,230.31 100.000

PROPOSAL 10

To eliminate a fundamental investment policy for the fund.

DESTINY I # OF % OF
VOTES CAST VOTES CAST

Affirmative 6,177,499,211.29 86.500

Against 681,584,454.40 9.544

Abstain 282,515,079.02 3.956

TOTAL 7,141,598,744.71 100.000

Broker Non-Votes 47,664.07

DESTINY II # OF % OF
VOTES CAST VOTES CAST

Affirmative 4,455,134,096.97 86.302

Against 466,422,015.78 9.036

Abstain 240,685,117.56 4.662

TOTAL 5,162,241,230.31 100.000

PROPOSAL 11

To amend the fund's diversification limitation to exclude "securities
of other investment companies" from issuer diversification
limitations.

DESTINY I # OF % OF
VOTES CAST VOTES CAST

Affirmative 6,252,942,391.19 87.557

Against 617,505,035.17 8.646

Withheld 271,151,318.35 3.797

TOTAL 7,141,598,744.71 100.000

Broker Non-Votes 47,664.07

DESTINY II # OF % OF
VOTES CAST VOTES CAST

Affirmative 4,504,194,777.37 87.253

Against 416,708,329.49 8.072

Withheld 241,338,123.45 4.675

TOTAL 5,162,241,230.31 100.000

* DENOTES TRUST-WIDE PROPOSALS AND VOTING RESULTS.