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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Fidelity Systematic Investment Plans:
Destiny Plans I and Destiny Plans II
(Name of Registrant)
File No. 2-34100
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FILE NO. 2-34100
Fidelity Systematic Investment Plans:
Destiny Plans I
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended September 30, 1996
(ii) Number of Securities Which Remained Unsold at Beginning of
Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
None
(iii) Number of Securities Registered During Fiscal Year Other
Than Pursuant
to Rule 24f-2
None
(iv) Number of Securities Sold During Fiscal Year
365,983,015
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule
24f-2
365,983,015
Amount of Plans Distributed Pursuant to Rule 24f-2
$365,983,015
Amount of Plans Terminated (A)
$(239,729,317)
Note (A) The total amount of plans terminated for the fiscal
period ended September 30, 1996,
aggregated $239,729,317.
An additional filing pursuant to Rule 24e-2 can be made to register a
number of plans that will include the plan terminations not utilized
under Rule 24f-2.
Net Amount of Plans Distributed Pursuant to Rule 24f-2:
$126,253,698
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated
in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $38,258.70
Fidelity Systematic Investment Plans:
Destiny Plans I
FIDELITY DISTRIBUTORS CORPORATION
By Caron Ketchum, Treasurer
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FILE NO. 2-34100
Fidelity Systematic Investment Plans:
Destiny Plans II
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended September 30, 1996
(ii) Number of Securities Which Remained Unsold at Beginning of
Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
None
(iii) Number of Securities Registered During Fiscal Year Other
Than Pursuant
to Rule 24f-2
None
(iv) Number of Securities Sold During Fiscal Year
411,788,651
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule
24f-2
411,788,651
Amount of Plans Distributed Pursuant to Rule 24f-2
$411,788,651
Amount of Plans Terminated
$(115,283,136)
Net Amount of Plans Distributed Pursuant to Rule 24f-2
$296,505,515
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated
in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $89,850.16
Fidelity Systematic Investment Plans:
Destiny Plans II
FIDELITY DISTRIBUTORS CORPORATION
By Caron Ketchum, Treasurer
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November 19, 1996
Ms. Caron Ketchum, Treasurer
Fidelity Distributors Corporation
82 Devonshire Street
Boston, MA 02109
Dear Ms. Ketchum:
Under its former name and style, Crosby Plans Corporation, a
registration statement was filed with the Securities and Exchange
Commission under the Investment Company Act of 1940, as
amended, and the rules and regulations thereunder, on Form N-8B-
2, registering Fidelity Destiny Plans, as required under that Act, as
a unit investment trust of which Fidelity Distributors Corporation
("Distributors") is the sponsor. A registration statement was also
filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, and the rules and regulations
thereunder, on Form S-6, as amended, covering the registration of
the Systematic Investment Plans with or without insurance of
Fidelity Destiny Plans. (The Plans' registration statements on Form
N-8B-2 and on Form S-6 are referred to herein as the "Registration
Statements").
In rendering the opinions expressed herein, I have examined
originals or copies, certified or otherwise identified to my
satisfaction, of such documents, corporate records and other
instruments as I have deemed necessary or appropriate for the
purpose of rendering this opinion. In addition, I have examined the
Registration Statements, the prospectus for the Plans dated
November 29, 1995 (the "Prospectus") and the Custodian
Agreement creating such Plans dated July 18, 1969, as amended
March 15, 1972, June 30, 1975, March 1, 1982, and as of
September 16, 1994 between Distributors and State Street Bank
and Trust Company (the "Custodian Agreement"). As to questions
of fact material to such opinions, I have, where relevant facts were
not independently established, relied upon oral or written
certifications by employees of Distributors or of its affiliates.
For the purposes of the opinions expressed herein, I have assumed
that the Custodian has all requisite power and authority and has
taken all necessary action to enter into and perform all of its
obligations under the Custodian Agreement, and that the Custodian
Agreement is and will be the valid, binding and enforceable
obligation of each party thereto, other than Distributors, the
genuiness of all signatures, the legal capacity of all natural persons,
and the due authorization of all other persons.
I understand that pursuant to Rule 24f-2 under the Investment
Company Act of 1940, Distributors has registered an indefinite
dollar amount of Plans under the Securities Act of 1933. I further
understand that, pursuant to the provisions of Rule 24f-2, you are
about to file with the Securities and Exchange Commission a notice
making definite the registration of securities issued by Destiny Plan
I, including reinvested dividends, in consideration of $365,983,015,
and of securities issued by Destiny Plan II, including reinvested
dividends, in consideration of $411,788,651 or a total consideration
paid for such securities equal to $777,771,666 sold in reliance upon
Rule 24f-2 during the fiscal year ended September 30, 1996.
I am an attorney admitted to practice in the Commonwealth of
Massachusetts, and the opinions stated herein are limited to the
laws of the Commonwealth of Massachusetts and the Federal laws
of the United States, and I express no opinion concerning any other
law.
My opinions set forth below are subject to the following general
qualifications:
(a) The validity, binding effect and enforceability of any obligation
and the exercise of rights and remedies may be limited by
bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating
to or affecting the enforcement of creditors' rights generally,
general equity principles (whether considered in a
proceedings in equity or at law) and an implied covenant of
good faith and fair dealing;
(b) I express no opinion as to the enforceability of
prospective waivers of rights to notice or a hearing, or other
rights granted by constitution or statute, powers of attorney,
provisions purporting to relieve parties of the consequences
of their own negligence or misconduct, provisions granting
indemnity or rights of contribution;
(c) The enforceability of the Custodian Agreement may be
limited by general principles of contract law which include
(i) the unenforceability of provisions to the effect that
provisions therein may be amended or waived only in
writing to the extent that an oral agreement modifying such
provisions has been entered into, and (ii) the general rule
that, where less than all of an agreement is enforceable, the
balance is enforceable only when the unenforceable portion
is not an essential part of the agreed exchange;
(d) I express no opinion as to compliance with the
Securities Act of 1933, the Investment Company Act of
1940, or applicable state "Blue Sky" or securities laws in
connection with sales of the Plans; and
(e) I express no opinion upon the application of any federal,
state or local statute, law, rule or regulation to the authority
of the Custodian or any other party to the Custodian
Agreement, other than Distributors, to enter into and to
carry out its respective obligations under the Custodian
Agreement and exercise rights or remedies under the
Custodian Agreement.
Based on the foregoing, and such examination of law as I have
deemed necessary, I am of the opinion that:
(1) You have validly entered into said Custodian
Agreement with State Street Bank and Trust
Company, and said Custodian Agreement is a valid
and binding agreement between you and State Street
Bank and Trust Company; and
(2) Shares of Fidelity Destiny Plans, when issued
by the Custodian in the manner contemplated in the
Custodian Agreement, and the terms of the
Prospectus were legal and binding agreements
between the parties to the Custodian Agreement and
the investors in the Plans.
I consent to your filing this opinion in accordance with Rule 24f-
2(b)(1) under the Investment Company of 1940, however, it may
not be furnished to any other person without in each instance my
prior written consent.
Very truly yours,
/s/Stuart E. Fross
Stuart E. Fross
