FIDELITY SYSTEMATIC INVESTMENT PLANS, 485BPOS, 1996-11-20

FIDELITY SYSTEMATIC INVESTMENT PLANS
485BPOS, 1996-11-20

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FILE NO. 2-34100
FIDELITY SYSTEMATIC INVESTMENT PLANS
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 63
TO
FORM S-6
For registration under the Securities Act of 1933 of Securities of Unit
Investment Trusts Registered on Form N-8B-2.
A. EXACT NAME OF TRUST:
FIDELITY SYSTEMATIC INVESTMENT PLANS:
Destiny Plans I and Destiny Plans II
B. NAME OF DEPOSITOR:
FIDELITY DISTRIBUTORS CORPORATION
C. COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES:
82 Devonshire Street
Boston, Massachusetts 02109
D. NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICES:
Arthur S. Loring
Fidelity Distributors Corporation
82 Devonshire Street
Boston, Massachusetts 02109
It is proposed that this filing will become effective (check appropriate
box):
[ ] immediately upon filing pursuant to paragraph (b)
[X] On (November 22, 1996) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(i)
[ ] on ( ) pursuant to paragraph (a)(i)
[ ] 75 days after filing pursuant to paragraph (a)(ii)
[ ] on ( ) pursuant to paragraph (a)(ii) of Rule 485
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective
amendment.

CONTENTS OF POST-EFFECTIVE AMENDMENT NO. 63
TO
REGISTRATION STATEMENT FILE NO. 2-34100
PAGE
Facing Sheet 1
Table of Contents 2
Cross-Reference Sheet 3
Prospectus 8
Signature Page 44
Exhibits 46

RECONCILIATION AND TIE OF INFORMATION SHOWN IN
INVESTMENT PLANS PROSPECTUS WITH THAT REQUIRED BY FORM N-8B-2
FORM N-8B-2 CAPTION
ITEM NUMBER REFERENCE
1(a) Front Cover
(b) Introductory Statement
2 Fidelity Systematic Investment Plans (First Page); The Custodian; The
Sponsor
3 The Custodian; The Sponsor; Back Cover
4 Back Cover
5 General
6(a) The Custodian; The Sponsor
(b) The Custodian; The Sponsor
7 Not applicable
8 The fiscal year end of the trust is September 30
9 Not applicable
10(a) How to Start a Destiny Plan
(b) Distributions
(c) Borrowing Against Your Plan Without Termination; Cancellation and
Refund
Rights; Terminating the Plan and Withdrawal of Shares
(d) Borrowing Against Your Plan Without Termination; Transferring or
Assigning
Rights in the Plan; Terminating the Plan and Withdrawal of Shares; Plan
Reinstatement
Privilege
(e) Not applicable
(f) Retaining Full Voting Rights in Fund Shares
(g)(1)(2) Substitution of the Underlying Investment

FORM N-8B-2 CAPTION
ITEM NUMBER REFERENCE
(3)(4) The Custodian; The Sponsor
(h)(1)(2) Substitution of the Underlying Investment
(3)(4) The Custodian; The Sponsor
(i) The Sponsor; Custodian Fees
11 Investment Objective
12(a) Investment Objective
(b)-(d) The Custodian; The Sponsor
(e) Not Applicable
13(a)(A)(B) How Fidelity Systematic Investment Plans Can Help Planholders
Meet Their
Objectives; A $50 Monthly Investment Plan; Allocation of Investments and
Deductions; Extended Investment Option; Sponsor and Custodian Fees;
The Custodian; The Sponsor
(C)(D) The Sponsor; Custodian Fees; The Custodian; General
(b) A $50 Monthly Investment Plan
(c) Fidelity Systematic Investment Plans (Page 1)
(d) Rights and Privileges of Planholders; The Custodian; The Sponsor;
Planholders May Qualify for Reduced Fees
(e),(f) Not Applicable
(g) Allocation of Investments and Deductions (10 Year Plans); Allocation
of Investments
and Deductions (15 Year Plans); Financial Statements
14 How to Start a Destiny Plan
15 The Custodian; The Sponsor
16 The Custodian; The Sponsor
17 Rights and Privileges of Planholders
18(a),(b) Distributions; The Custodian; The Sponsor
(c) Not Applicable
(d) Not Applicable
19 The Custodian; The Sponsor

FORM N-8B-2 CAPTION
ITEM NUMBER REFERENCE
20(a-d) The Custodian; The Sponsor; Rights and Privileges of Planholders;
Termination of a Plan
(e),(f) Not Applicable
21 Not Applicable
22 Reference is made to the statements in Exhibit 1.A.(1) filed herewith
under the caption "Indemnification."
23 The Sponsor
24 Not Applicable
25 The Sponsor
26(a) Financial Statements
(b) Not Applicable
27 The Sponsor
28 The Sponsor
29 The Sponsor
30 Not Applicable
31 The Sponsor
32 Not Applicable
33 Not Applicable
34 Not Applicable
35(A)(B) General
(C) Not Applicable
36 Not Applicable
37 Not Applicable
38 Fidelity Systematic Investment Plans (Page 1); General
39 The Sponsor
40 Financial Statements
41(a) The Sponsor
FORM N-8B-2 CAPTION
ITEM NUMBER REFERENCE
(b) (c) Not Applicable
42 The Sponsor
43 Not Applicable
44(a) Financial Statements
(b) Allocation of Investments and Deductions; Total Allocations and
Deductions When
Extended Investment Option of 120 Additional Investments Is Used; A $50
Monthly Investment Plan; Financial Statements
45 Not Applicable
46(a),(b) Fidelity Systematic Investment Plans (Page 1); Allocation of
Investments and
Deductions; Total Allocations and Deductions When Extended Investment
Option
of 120 Additional Investments Is Used; A $50 Monthly Investment Plan;
Statement
of Operations; Statement of Condition
47 Not Applicable
48 The Custodian; The Sponsor
49 Creation and Sales Charges; The Custodian; The Sponsor; Statement of
Operations
50 Notes C&D (pp. 5,6); Notes A&B (pp. 7); Note B (pp. 8); The Custodian;
The Sponsor
51 Not Applicable
52(a) Not Applicable
(b) Not Applicable
(c) Substitution of the Underlying Investment
(d) Not Applicable
53 Taxes
54 Not Applicable
55 Illustration of a Hypothetical $50 ($166.66) Monthly Destiny I Plan
56-59 Not Applicable

Fidelity
Systematic
Investment
Plans:
Destiny Plans I
Destiny Plans II
PROSPECTUS
NOVEMBER 22 , 1996
FIDELITY SYSTEMATIC INVESTMENT PLANS:
DESTINY PLANS I AND DESTINY PLANS II
Fidelity Systematic Investment Plans, a plan consisting of two series,
Destiny Plans I and Destiny Plans II (collectively referred to as the Plan
or Plans), for the accumulation of shares of Fidelity Destiny Portfolios, a
series fund consisting of Destiny I and Destiny II (collectively referred
to as the Fund or Funds), are offered by Fidelity Distributors Corporation
(Distributors or Sponsor), the Sponsor and Principal Underwriter.
Planholders of Destiny Plans I purchase shares of Destiny I and Planholders
of Destiny Plans II purchase shares of Destiny II. EXCHANGES BETWEEN THE
TWO PLANS ARE NOT PERMITTED.
Planholders make a fixed monthly investment for either 10 or 15 years. On
10-year Plans, the Creation and Sales Charges range from 8.24% on $6,000
Plans ($50 a month) to 0.64% on $1,200,000 Plans ($10,000 a month) and from
9.20% to 0.64% of the net amount invested, respectively. Total deductions
range from 11.66% to 0.66% of the net amount invested, respectively. On
15-year Plans, the Creation and Sales Charges range from 8.67% on $9,000
Plans ($50 a month) to 0.61% on $1,800,000 Plans ($10,000 a month) and from
9.73% to 0.61% of the net amount invested, respectively. Total deductions
range from 12.20% to 0.63% of the net amount invested.
Investments are applied, after authorized deductions, to the purchase of
Fund shares at net asset value (NAV). THESE SHARES ARE A LONG-TERM
INVESTMENT AND ARE NOT SUITABLE FOR INVESTORS SEEKING QUICK PROFITS OR WHO
MIGHT BE UNABLE TO COMPLETE A PLAN. Since a major portion of the entire
Creation and Sales Charges is deducted from the first year's investment,
withdrawal or termination of your investment in the early years of the Plan
will probably result in a loss. For example, on a $6,000 Plan - $50 a month
for 10 years - total charges amount to 10.44% of the investments made if
the Plan is completed. However, even after application of the refund
privilege described on page , total deductions would amount to 17.2% of
total investments if this Plan were terminated any time between 2 months
and 18 months. Moreover, if it were terminated after 18 months, total
deductions would amount to 35.11% of total investments; they would amount
to 29% if the Plan were terminated after two years. A detailed description
of all deductions appears on pages , , and .
The value of each Fund's shares is subject to fluctuations in the values
of its underlying securities. A Plan calls for monthly investments at
regular intervals regardless of the price level of the Fund's shares.
Planholders should therefore consider their financial ability to continue a
Plan. A Plan offers no assurance against loss in a declining market.
Terminating the Plan at a time when the value of the Fund shares the
Planholder has acquired is less than their cost will result in a loss.
Preinvestment of all or any part of the first year's investments on Plans
offered herein increases the possible loss in the event of early
termination.
Shares of the Funds are offered to the general public only through the
Fidelity Systematic Investment Plans. Shares of certain other mutual funds
managed by the Funds' adviser, which might be considered to have investment
objectives similar in many respects to those of the Funds, may be acquired
by direct purchase without any sales charges, payment of the Custodian Fee,
or penalties for early termination.
Planholders have the right to a 45-day refund or a limited refund of their
investment for certain periods of time and under the conditions described
in more detail under the heading "Cancellation and Refund Rights," page .
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED BY,
ANY DEPOSITORY
INSTITUTION. SHARES ARE NOT INSURED BY THE FDIC, FEDERAL RESERVE BOARD OR
ANY OTHER AGENCY, AND
ARE SUBJECT TO INVESTMENT RISK S , INCLUDING POSSIBLE LOSS OF
PRINCIPAL AMOUNT INVESTED .

[This Page Intentionally Left Blank]

TABLE OF CONTENTS

PAGE
HOW FIDELITY SYSTEMATIC INVESTMENT PLANS CAN HELP PLANHOLDERS MEET THEIR
OBJECTIVES
ALLOCATION OF INVESTMENTS AND DEDUCTIONS
A $50 MONTHLY INVESTMENT PLAN
INVESTMENT OBJECTIVE
HOW TO START A DESTINY PLAN
TAX-SHELTERED RETIREMENT PLANS
PLANHOLDERS MAY QUALIFY FOR REDUCED FEES
1. Reduced Custodian Fees under an Automatic Investment Program
2. Purchasing Two or More Plans at the Same Time
3. Rights of Accumulation
RIGHTS AND PRIVILEGES OF PLANHOLDERS
1. Distributions
2. Federal Income Tax Withholding
3. Transferring or Assigning Rights in the Plan
4. Retaining Full Voting Rights in Fund Shares
5. Making Preinvestments to Complete the Plan Ahead of Schedule
6. Changing the Face Amount of the Plan
7 Extended Investment Option
8. Borrowing Against Your Plan Without Termination
9. Systematic Withdrawal Program
10. Cancellation and Refund Rights
11. Terminating the Plan and Withdrawal of Shares
12. Plan Reinstatement Privilege
SPONSOR AND CUSTODIAN CHARGES
1. Creation and Sales Charges
2. Custodian Fees
3. Incidental Service Fees
TAXES
SUBSTITUTION OF THE UNDERLYING INVESTMENT
TERMINATION OF A PLAN
THE CUSTODIAN AND SPONSOR
1. The Custodian
2. The Sponsor
GENERAL
FINANCIAL STATEMENTS
FIDELITY DESTINY PORTFOLIOS' PROSPECTUS F-1
No salesman, dealer, or other person, is authorized by the Sponsor,
Fidelity Systematic Investment Plans, or Fidelity Destiny Portfolios to
give any information or make any representation other than those contained
in the Plans' Prospectus or the Prospectus of Fidelity Destiny Portfolios,
or in any other printed or written material issued under the name of the
Sponsor, the Plans, or Fidelity Destiny Portfolios. No person should rely
upon any information not contained in these materials.

HOW FIDELITY SYSTEMATIC INVESTMENT PLANS CAN HELP PLANHOLDERS MEET THEIR
OBJECTIVES

Many people who want to build an investment portfolio find it difficult to
save the money necessary to make periodic stock purchases. The Destiny
Plans are designed to help such people. These Plans make it possible for
Planholders to build equity over a period of years by investing a modest
sum each month in mutual fund shares.
The value of each Fund's shares is subject to fluctuations in the values
of its underlying securities. A Plan calls for monthly investments at
regular intervals regardless of the value of the Fund's shares. A Plan
offers no assurance against loss in a declining market and does not
eliminate the risk inherent in the ownership of any security. Terminating
the Plan at a time when the value of the Fund shares acquired is less than
their cost will result in a loss. Planholders should therefore consider
their financial ability to continue a Plan.
Another feature of a Plan is the service rendered by the Custodian, State
Street Bank and Trust Company, or its affiliated bookkeeping and
administrative service agent, Boston Financial Data Services, Inc. (Boston
Financial). Acting as the Planholder's agent, the Custodian assumes the
responsibility for the many details of the Plan. A description of the
Custodian's services and charges appears on page .
Before opening a Plan you should consider the following:
1. Investments made through the Plans will not result in direct ownership
of either Fidelity Destiny Portfolios: Destiny I or Destiny II shares, but
rather will represent an interest in a unit investment trust, which will
have direct ownership of Fidelity Destiny Portfolios: Destiny I or Destiny
II shares. Planholders will have a beneficial interest in the underlying
Portfolios' shares.
2. Unlike most other plans of this type, the primary issuer - Fidelity
Destiny Portfolios - does not sell its shares directly to the public.
Initial investments in the Funds may be made only through the trust
arrangements provided by the Plans.
3. These Plans contain Creation and Sales Charges, sometimes called a
"front-end load" and are referred to on page 1. The effect of a "front-end
load" is that if a Planholder terminates the Plan between 2 months and 18
months, he may lose as much as 17.2% of his total investments made up to
that date and as much as 35.1% after 18 months. See the tables and
accompanying notes on pages , , and .
4. In addition to the Creation and Sales Charges, Planholders must pay
additional fees to the Custodian. These fees relieve Planholders of the
administrative details associated with the holding of securities. Some
investors could perform these services for themselves if they were to
purchase and hold the securities directly. An investor should weigh the
value of the Custodian services against the cost of the Custodian Fees
before making an investment decision. See page .
5. The dealer firm of record has proprietary rights to all commissions
earned during the duration of your Plan. It is also under no obligation to
transfer your Plan to another dealer firm as long as its dealer agreement
with Fidelity Destiny Plans remains active. If the dealer firm of record
chooses to release your Plan and, therefore, subsequent commissions to a
new dealer firm, it must first complete and sign an Assignment of Amounts
Due form. This form must be returned to the Custodian, State Street Bank
and Trust Company.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1.ALLOCATION OF INVESTMENTS AND DEDUCTIONS
10-YEAR PLANS
(120 INVESTMENTS)
(ASSUMING THAT ALL INVESTMENTS ARE MADE IN ACCORDANCE WITH THE TERMS OF THE PLAN)

CREATION AND SALES CHARGES CUSTODIAN FEES % OF TOTAL CHARGES
NET
MONTHLY TOTAL PER PER % OF TOTAL INVESTMENT TO TO NET
INVESTMENT INVESTMENTS INVESTMENT INVESTMENT TOTAL PER CHARGES IN FUND TOTAL INVEST-
MENTS IN
UNIT (FACE AMOUNT) 1 THRU 12 13 THRU 120 TOTAL INVESTMENTS INVESTMENT TOTAL(A) (A)(B) SHARES(C) INVEST- FUND SHARES
MENTS
$ 50.00 $ 6,000.00 $ 25.00 $ 1.80 $ 494.40 8.24% $ 1.10 $ 132.00 $ 626.40 $ 5,373.60 10.44% 11.66%
75.00 9,000.00 37.50 2.70 741.60 8.24 1.25 150.00 891.60 8,108.40 9.91 11.00
93.75 11,250.00 46.88 3.38 927.60 8.24 1.50 180.00 1,107.60 10,142.40 9.85 10.92
100.00 12,000.00 50.00 3.60 988.80 8.24 1.50 180.00 1,168.80 10,831.20 9.74 10.79
125.00 15,000.00 62.50 4.50 1,236.00 8.24 1.50 180.00 1,416.00 13,584.00 9.44 10.42
150.00 18,000.00 75.00 5.40 1,483.20 8.24 1.50 180.00 1,663.20 16,336.80 9.24 10.18
166.66 19,999.20 83.33 5.00 1,539.96 7.70 1.50 180.00 1,719.96 18,279.24 8.60 9.41
200.00 24,000.00 100.00 4.02 1,634.16 6.81 1.50 180.00 1,814.16 22,185.84 7.56 8.18
250.00 30,000.00 125.00 5.00 2,040.00 6.80 1.50 180.00 2,220.00 27,780.00 7.40 7.99
300.00 36,000.00 150.00 5.00 2,340.00 6.50 1.50 180.00 2,520.00 33,480.00 7.00 7.53
350.00 42,000.00 175.00 4.50 2,586.00 6.16 1.50 180.00 2,766.00 39,234.00 6.59 7.05
400.00 48,000.00 200.00 4.00 2,832.00 5.90 1.50 180.00 3,012.00 44,988.00 6.28 6.70
500.00 (D) 60,000.00 225.00 2.78 3,000.24 5.00 1.50 180.00 3,180.24 56,819.76 5.30 5.60
750.00 90,000.00 300.00 2.50 3,870.00 4.30 1.50 180.00 4,050.00 85,950.00 4.50 4.71
1,000.00 120,000.00 300.00 5.00 4,140.00 3.45 1.50 180.00 4,320.00 115,680.00 3.60 3.73
1,500.00 180,000.00 315.00 6.00 4,428.00 2.46 1.50 180.00 4,608.00 175,392.00 2.56 2.63
2,000.00 240,000.00 325.00 7.00 4,656.00 1.94 1.50 180.00 4,836.00 235,164.00 2.02 2.06
2,500.00 300,000.00 350.00 8.00 5,064.00 1.69 1.50 180.00 5,244.00 294,756.00 1.75 1.78
5,000.00 600,000.00 400.00 11.00 5,988.00 1.00 1.50 180.00 6,168.00 593,832.00 1.03 1.04
10,000.00 1,200,000.00 500.00 15.56 7,680.48 0.64 1.50 180.00 7,860.48 1,192,139.52 0.66 0.66
</TABLE>
NOTES:
(A) Does not include an annual $12 Custodian Fee (for completed or
incomplete inactive Plans only), payable to the Custodian first from
dividends and distributions and then, if necessary, from principal. Plans
established under an Automatic Investment Program will pay a reduced
Custodian Fee of $0.75 per automatic investment. See "Reduced
Custodian Fees under an Automatic Investment Program" on page .
(B) Does not include a service charge, payable first from dividends and
distributions and then, if necessary, from principal, to cover certain
administrative expenses actually incurred. The amount of such charge will
be determined annually by pro rating each Plan's administrative costs over
the total number of Plan accounts. For the fiscal year ended
1996, the charge was $7.09 for Destiny I and $ 7.29 for Destiny
II per Plan account. In addition, subsequent to January 1, 1986, this
charge is subject to increases by the Sponsor, in the aggregate not to
exceed increases in the Consumer Price Index. For Plans established prior
to January 1, 1986 and after October 30, 1982, this service charge cannot
exceed $10 per year. For Plans established prior to October 31, 1982, this
charge cannot exceed $2 per year. (If a face amount change is made the
Planholder is subject to the current prospectus at the time of the face
change.)
(C) Dividends and distributions received on each Fund's shares during the
periods shown above have not been included or reflected in any way in the
above figures.
(D) All $500 Monthly Plans established after August 29, 1984, including
face amount changes to existing Plans, will be subject to the charges
outlined herein.
2.ALLOCATION OF INVESTMENTS AND DEDUCTIONS
15-YEAR PLANS
(180 INVESTMENTS)
(ASSUMING THAT ALL INVESTMENTS ARE MADE IN ACCORDANCE WITH THE TERMS OF THE
PLAN)

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CREATION AND SALES CHARGES CUSTODIAN FEES % OF TOTAL CHARGES
NET
MONTHLY TOTAL PER PER % OF TOTAL INVESTMENT TO TO NET
INVESTMENT INVESTMENTS INVESTMENT INVESTMENT TOTAL PER CHARGES IN FUND TOTAL INVEST-
MENTS IN
UNIT (FACE AMOUNT) 1 THRU 12 13 THRU 180 TOTAL INVEST INVEST TOTAL(A) (A)(B) SHARES(C) INVEST- FUND SHARES
MENTS MENT MENTS
$ 50.00 $ 9,000.00 $ 25.00 $ 2.86 $ 780.48 8.67% $ 1.10 $ 198.00 $ 978.48 $ 8,021.52 10.87% 12.20%
75.00 13,500.00 37.50 4.06 1,132.08 8.39 1.25 225.00 1,357.08 12,142.92 10.05 11.18
93.75 16,875.00 46.88 5.07 1,414.32 8.38 1.50 270.00 1,684.32 15,190.68 9.98 11.09
100.00 18,000.00 50.00 5.41 1,508.88 8.38 1.50 270.00 1,778.88 16,221.12 9.88 10.97
125.00 22,500.00 62.50 6.76 1,885.68 8.38 1.50 270.00 2,155.68 20,334.32 9.58 10.60
150.00 27,000.00 75.00 5.70 1,857.60 6.88 1.50 270.00 2,127.60 24,872.40 7.88 8.55
166.66 29,998.80 83.33 6.33 2,063.40 6.88 1.50 270.00 2,333.40 27,665.40 7.78 8.43
200.00 36,000.00 100.00 7.43 2,448.24 6.80 1.50 270.00 2,718.24 33,281.76 7.55 8.17
250.00 45,000.00 125.00 9.29 3,060.72 6.80 1.50 270.00 3,330.72 41,669.28 7.40 7.99
300.00 54,000.00 150.00 5.04 2,646.72 4.90 1.50 270.00 2,916.72 51,083.28 5.40 5.71
350.00 63,000.00 175.00 5.31 2,992.08 4.75 1.50 270.00 3,262.08 59,737.92 5.18 5.46
400.00 72,000.00 200.00 3.80 3,038.40 4.22 1.50 270.00 3,308.40 68,691.60 4.60 4.82
500.00(D) 90,000.00 225.00 5.36 3,600.48 4.00 1.50 270.00 3,870.48 86,129.52 4.30 4.49
750.00 135,000.00 300.00 8.70 5,061.60 3.75 1.50 270.00 5,331.60 129,668.40 3.95 4.11
1,000.00 180,000.00 300.00 15.54 6,210.72 3.45 1.50 270.00 6,480.72 173,519.28 3.60 3.73
1,500.00 270,000.00 315.00 17.52 6,723.36 2.49 1.50 270.00 6,993.36 263,006.64 2.59 2.66
2,000.00 360,000.00 325.00 18.57 7,019.76 1.95 1.50 270.00 7,289.76 352,710.24 2.02 2.07
2,500.00 450,000.00 350.00 20.26 7,603.68 1.69 1.50 270.00 7,873.68 442,126.32 1.75 1.78
5,000.00 900,000.00 400.00 25.00 9,000.00 1.00 1.50 270.00 9,270.00 890,730.00 1.03 1.04
10,000.00 1,800,000.00 500.00 29.64 10,979.52 0.61 1.50 270.00 11,249.52 1,788,750.48 0.62 0.63
</TABLE>
NOTES:
(A) Does not include an annual $12 Custodian Fee (for completed or
incomplete inactive Plans only), payable to the Custodian first from
dividends and distributions and then, if necessary, from principal. Plans
established under an Automatic Investment Program will pay a reduced
Custodian Fee of $0.75 per automatic investment. See "Reduced
Custodian Fees under an Automatic Investment Program" on page .
(B) Does not include a service charge, payable first from dividends and
distributions and then, if necessary, from principal, to cover certain
administrative expenses actually incurred. The amount of such charge will
be determined annually by pro rating each Plan's administrative costs over
the total number of Plan accounts. For the fiscal year ended
1996, the charge was $ 7.09 for Destiny I and $ 7.29 for
Destiny II per Plan account. In addition, subsequent to January 1, 1986,
this charge is subject to increases by the Sponsor, in the aggregate not to
exceed increases in the Consumer Price Index. For Plans established prior
to January 1, 1986 and after October 30, 1982, this service charge cannot
exceed $10 per year. For Plans established prior to October 31, 1982, this
charge cannot exceed $2 per year. (If a face amount change is made the
Planholder is subject to the current prospectus at the time of the face
change.)
(C) Dividends and distributions received on each Fund's shares during the
periods shown above have not been included or reflected in any way in the
above figures.
(D) All $500 Monthly Plans established after August 29, 1984, including
face amount changes to existing Plans, will be subject to the charges
outlined herein.
3.TOTAL ALLOCATIONS AND DEDUCTIONS WHEN
EXTENDED INVESTMENT OPTION OF 120 ADDITIONAL INVESTMENTS IS USED
(PLEASE SEE PAGE FOR A DESCRIPTION OF THE EXTENDED INVESTMENT OPTION.)
(ASSUMING THAT ALL INVESTMENTS ARE MADE IN ACCORDANCE WITH THE TERMS OF THE
EXTENDED INVESTMENT OPTION)

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
% OF TOTAL CHARGES
CREATION AND NET
MONTHLY TOTAL CREATION SALES CHARGES INVESTMENT TO TO NET
INVESTMENT INVESTMENTS AND SALES AS % OF TOTAL CUSTODIAN TOTAL IN FUND TOTAL INVESTMENTS IN
UNIT (FACE AMOUNT) CHARGES INVESTMENTS FEES(A)(B) CHARGES(A)(B) SHARES(C) INVESTMENTS FUND SHARES
$ 50.00 $ 15,000.00 $ 1,123.68 7.49% $ 330.00 $ 1,453.68 $ 13,546.32 9.69% 10.73%
75.00 22,500.00 1,619.28 7.20 375.00 1,994.28 20,505.72 8.86 9.73
93.75 28,125.00 2,022.72 7.19 450.00 2,472.72 25,652.28 8.79 9.64
100.00 30,000.00 2,158.08 7.19 450.00 2,608.08 27,391.92 8.69 9.52
125.00 37,500.00 2,696.88 7.19 450.00 3,146.88 34,353.12 8.39 9.16
150.00 45,000.00 2,541.60 5.65 450.00 2,991.60 42,008.40 6.65 7.12
166.66 49,998.00 2,823.00 5.65 450.00 3,273.00 46,725.00 6.55 7.00
200.00 60,000.00 3,339.84 5.57 450.00 3,789.84 56,210.16 6.32 6.74
250.00 75,000.00 4,175.52 5.57 450.00 4,625.52 70,374.48 6.17 6.57
300.00 90,000.00 3,251.52 3.61 450.00 3,701.52 86,298.48 4.11 4.29
350.00 105,000.00 3,629.28 3.46 450.00 4,079.28 100,920.72 3.89 4.04
400.00 120,000.00 3,494.40 2.91 450.00 3,944.40 116,055.60 3.29 3.40
500.00(D) 150,000.00 4,243.68 2.83 450.00 4,693.68 145,306.32 3.13 3.23
750.00 225,000.00 6,105.60 2.71 450.00 6,555.60 218,444.40 2.91 3.00
1,000.00 300,000.00 8,075.52 2.69 450.00 8,525.52 291,474.48 2.84 2.92
1,500.00 450,000.00 8,825.76 1.96 450.00 9,275.76 440,724.24 2.06 2.10
2,000.00 600,000.00 9,248.16 1.54 450.00 9,698.16 590,301.84 1.62 1.64
2,500.00 750,000.00 10,034.88 1.34 450.00 10,484.88 739,515.12 1.40 1.42
5,000.00 1,500,000.00 12,000.00 0.80 450.00 12,450.00 1,487,550.00 0.83 0.84
10,000.00 3,000,000.00 14,536.32 0.48 450.00 14,986.32 2,985,013.68 0.50 0.50
</TABLE>
NOTES:
(A) Does not include an annual $12 Custodian Fee (for completed or
incomplete inactive Plans only), payable to the Custodian first from
dividends and distributions and then, if necessary, from principal. Plans
established under an Automatic Investment Program will pay a reduced
Custodian Fee of $0.75 per automatic investment. See "Reduced
Custodian Fees under an Automatic Investment Program" on page .
(B) Does not include a service charge, payable first from dividends and
distributions and then, if necessary, from principal, to cover certain
administrative expenses actually incurred. The amount of such a charge will
be determined annually by pro rating each Plan's administrative costs over
the total number of Plan accounts. For the fiscal year ended
1996, the charge was $7.09 for Destiny I and $ 7.29 for Destiny
II per Plan account. In addition, subsequent to January 1, 1986, this
charge is subject to increases by the Sponsor, in the aggregate not to
exceed increases in the Consumer Price Index. For Plans established prior
to January 1, 1986 and after October 30, 1982, this service charge cannot
exceed $10 per year. For Plans established prior to October 31, 1982, this
charge cannot exceed $2 per year. (If a face amount change is made the
Planholder is subject to the current prospectus at the time of the face
change.)
(C) Dividends and distributions received on each Fund's shares during the
periods shown above have not been included or reflected in any way in the
above figures.
(D) All $500 Monthly Plans established after August 29, 1984, including
face amount changes to existing Plans, will be subject to the charges
outlined herein.
4.A $50 MONTHLY INVESTMENT PLAN
(ASSUMING THAT ALL INVESTMENTS ARE MADE IN ACCORDANCE WITH THE TERMS OF THE
PLAN)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>

AT THE END OF AT THE END OF AT THE END OF
10 YEARS 6 MONTHS 1 YEAR 2 YEARS
(120 INVESTMENTS) (6 INVESTMENTS) (12 INVESTMENTS) (24 INVESTMENTS)
% OF TOTAL % OF TOTAL % OF TOTAL % OF TOTAL
AMOUNT INVESTMENTS AMOUNT INVESTMENTS AMOUNT INVESTMENTS AMOUNT INVESTMENTS
10 YEARS (120 INVESTMENTS)
Total
Investments $ 6,000.00 100.00% $ 300.00 100.00% $ 600.00 100.00% $ 1,200.00 100.00%
Deduct:
Creation and
Sales Charges 494.40 8.24 150.00 50.00 300.00 50.00 321.60 26.80
Custodian Fees 132.00 2.20 6.60 2.20 13.20 2.20 26.40 2.20
Total
Deductions (A) 626.40 10.44 156.60 52.20 313.20 52.20 348.00 29.00
Net Amount
Invested
under Plans 5,373.60 89.56 143.40 47.80 286.80 47.80 852.00 71.00
15 YEARS (180 INVESTMENTS)
Total
Investments $ 9,000.00 100.00% $ 300.00 100.00% $ 600.00 100.00% $ 1,200.00 100.00%
Deduct:
Creation and
Sales Charges 780.48 8.67 150.00 50.00 300.00 50.00 334.32 27.86
Custodian Fees 198.00 2.20 6.60 2.20 13.20 2.20 26.40 2.20
Total
Deductions (A) 978.48 10.87 156.60 52.20 313.20 52.20 360.72 30.06
Net Amount
Invested
under Plans 8,021.52 89.13 143.40 47.80 286.80 47.80 839.28 69.94
25 YEARS (300 INVESTMENTS)
Total
Investments
(B) $ 15,000.00 100.00% $ 300.00 100.00% $ 600.00 100.00% $ 1,200.00 100.00%
Deduct:
Creation and
Sales Charges 1,123.68 7.49 150.00 50.00 300.00 50.00 334.32 27.86
Custodian Fees 330.00 2.20 6.60 2.20 13.20 2.20 26.40 2.20
Total
Deductions (A) 1,453.68 9.69 156.60 52.20 313.20 52.20 360.72 30.06
Net Amount
Invested
under Plans 13,546.32 90.31 143.40 47.80 286.80 47.80 839.28 69.94
</TABLE>
NOTES:
(A) Does not include a service charge, payable first from dividends and
distributions and then, if necessary, from principal, to cover certain
administrative expenses actually incurred. The amount of such a charge will
be determined annually by pro rating each Plan's administrative costs over
the total number of Plan accounts. For the fiscal year ended
1996, the charge was $ 7.09 for Destiny I and $ 7.29 for
Destiny II per Plan account. In addition, subsequent to January 1, 1986,
this charge is subject to increases by the Sponsor, in the aggregate not to
exceed increases in the Consumer Price Index. For Plans established prior
to January 1, 1986 and after October 30, 1982, this service charge cannot
exceed $10 per year. For Plans established prior to October 31, 1982, this
charge cannot exceed $2 per year. (If a face amount change is made the
Planholder is subject to the current prospectus at the time of the face
change.)
(B) The 25-year (300 investments) schedule reflects the charges applicable
to a 15-year Plan which is continued under the Extended Investment Option.
It does not include the reduced Custodian Fee rate of $0.75 per investment
for Plans established under an Automatic Investment Program as described on
page . The Custodian Fee may be increased as set forth on pages and .
Dividends and distributions received on Fund shares during the periods
shown above have not been included or reflected in any way in the amounts
shown in the table.
After the first 12 investments, the Creation and Sales Charges deducted
from any investment will not exceed 3.73% of the net investment in Fund
shares in the case of a 10-year Plan and 6.07% of the net investment in
Fund shares in the case of a 15-year Plan (before deduction of Custodian
Fee).
The amounts shown are subject to an additional Custodian charge of $2.50
(plus transfer taxes, if any) if the Plan is terminated prior to completion
of all Plan investments.

INVESTMENT OBJECTIVE

Fidelity Destiny Portfolios, a series fund consisting of two separate
funds - Destiny I and Destiny II (collectively referred to as the Funds),
is an open-end, management investment company. Each Fund's objective is to
seek growth of capital (see the accompanying Prospectus beginning on page
F-1). A mutual fund is an investment that pools shareholders' money and
invests it toward a specified goal. Each Fund is a diversified fund.
Diversification, when successful, can mean higher returns with decreased
volatility.
Each Fund seeks capital growth primarily from equity securities. Each Fund
will tend to be fully invested in common stocks and securities convertible
into common stocks, but may also buy other types of securities such as
preferred stocks and bonds. The Funds have the flexibility to invest in
large or small, domestic or foreign issuers. The Funds' investments are
selected and supervised by Fidelity Management & Research Company (FMR).
Reference is made to the Fidelity Destiny Portfolios' Prospectus for a
description of the Funds' investment policies and the business experience
of FMR.

HOW TO START A DESTINY PLAN

Planholders may choose either a 10- or 15-year Plan and make regular
monthly investments in amounts of $50 or more as shown on pages and . To
start a Plan, investors should complete a Plan Application and have their
investment professional mail it to the Sponsor, in care of Boston Financial
Data Services, Inc., P.O. Box 8300, Boston, Massachusetts 02266-8300,
together with a check in the amount of the initial monthly investment unit,
made payable to Destiny I or Destiny II. Plans can be funded automatically
through preauthorized check transactions or for military employees, a
government allotment. Planholders who elect to fund their accounts under an
Automatic Investment Program will receive a reduced Custodian Fee of $0.75
per investment, as explained on page . The appropriate forms for automatic
monthly investments should be attached to your Plan Application.
After the Plan Application is accepted by the Sponsor, Planholders will
receive a confirmation statement showing the number of whole and fractional
Fund shares purchased for their account. Plan Certificates, issued under
prior prospectuses, are no longer provided. All Plans established under
this Prospectus are governed strictly by the rules, rights, privileges and
benefits described herein. IT IS IMPORTANT, THEREFORE, THAT YOU RETAIN THIS
PROSPECTUS FOR FUTURE REFERENCE.
A Planholder will then send regular monthly investments, made payable to
Destiny I or Destiny II, directly to Boston Financial. Investments, after
applicable deductions, will be applied toward the purchase of shares at the
then current NAV. A Planholder may terminate a Plan completely or partially
at any time as described on pages , and . All correspondence should be
directed to Boston Financial Data Services, Inc., P.O. Box 8300, Boston,
Massachusetts 02266-8300.

TAX-SHELTERED RETIREMENT PLANS

A Plan may be purchased by individuals who wish to establish tax-sheltered
retirement plans, including individual retirement accounts (IRAs) and
qualified pension and profit sharing plans. However, the only such plan
made available by Fidelity Destiny Portfolios is the Destiny IRA (which
includes SEP/IRAs). IRA Plans can be established through contributions,
through the rollover of prior year qualified assets or through direct
transfer of qualified assets from other fiduciary agencies. Such rollovers
or transfers may contain either or both employer sponsored retirement
assets and owner contributions.
Detailed information concerning the Destiny IRA is available from the
Sponsor. This information should be read carefully and consultation with an
attorney or tax adviser may be advisable. The information sets forth the
additional service fees charged for IRAs and describes the federal income
tax consequences of establishing an IRA. Under the Destiny IRA, dividends
and distributions will be reinvested automatically in additional Fund
shares. A Destiny tax-sheltered retirement plan may not be established by
changing the registration of an existing Destiny account. The annual
maintenance fee charged by the Custodian for Destiny IRA Plans offered by
the Sponsor is $10.

PLANHOLDERS MAY QUALIFY FOR REDUCED FEES

1. REDUCED CUSTODIAN FEES UNDER AN AUTOMATIC INVESTMENT PROGRAM
The Destiny Plans were created to utilize the investing method of
dollar-cost averaging by investing a fixed amount on a regular monthly
basis. (It should be noted that dollar-cost averaging does not assure a
profit or guard against a loss. If shares are sold when their value is less
than their cost, a loss will occur.) To encourage Planholders to make
monthly investments and to eliminate the burden of writing a check every
month, all Plans established or face changed after November 29, 1993 under
an Automatic Investment Program, where monthly investments are
automatically debited from the Planholder's bank account or government
allotment (for military employees), will receive a reduced Custodian Fee
rate of $0.75 per automatic investment. The Custodian Fee charged at
any one time may not exceed $5.
To initiate this program, Planholders should complete a Preauthorized
Check Transaction Form, attach a voided blank check (for military personnel
a government allotment form) and send it to Boston Financial along with
their Plan Application. Boston Financial will then draft the Planholder's
bank account in the amount of the monthly Plan investment unit. The
proceeds of the draft (less applicable Creation and Sales Charges, and
other applicable fees and charges) will be invested in the Planholder's
account. The Planholder may terminate this program at any time by written
notice to Boston Financial at least five business days prior to the date of
the next scheduled draft. The Planholder may begin or change this program
at any time by written notice to Boston Financial at least 15 days prior to
the date of the request.
Although it has no current intention of doing so, the Sponsor reserves the
right to reimpose the regular Custodian Fee rate as noted on pages and at
some future date.
2. PURCHASING TWO OR MORE PLANS AT THE SAME TIME
The face amounts of two or more Plans purchased at one time by "any
person" may be combined, provided the combined monthly investment is at
least $150 on 15-year Plans and $200 on 10-year Plans, to take advantage of
the lower Creation and Sales Charges available on larger sized investments.
HOWEVER, 10-YEAR AND 15-YEAR PLANS MAY NOT BE COMBINED IN ORDER TO TAKE
ADVANTAGE OF THIS PRIVILEGE.
The term "any person" includes an individual, his or her spouse and
children under the age of 21, or a trustee or other fiduciary of a single
trust estate or single fiduciary account - including a pension,
profit-sharing or other employee benefit trust created pursuant to a plan
qualified under Section 401 of the Internal Revenue Code - even though more
than one beneficiary is involved. The term "any person" shall not include a
group of individuals whose funds are combined, directly or indirectly, for
the purchase of redeemable securities of a registered investment company
whether jointly or through a trustee, agent, custodian or other
representative for such a group of individuals.
To qualify for the lower Creation and Sales Charges, all of the
applications for the Plans involved must be submitted at the same time,
with a letter from the Planholder or his investment professional requesting
that the face amounts of such Plans be combined for the purpose of
determining the applicable Creation and Sales Charges as shown on pages
and . In the event investments under one or more of such Plans are
discontinued, the remaining Creation and Sales Charges will be changed to
reflect the charges applicable to that Plan that remains in effect.
3. RIGHTS OF ACCUMULATION
The face amount of Plans which have been completed (and not redeemed) or
on which the investments are current may be aggregated in ascertaining the
Creation and Sales Charges applicable to a new purchase of a Plan by "any
person," as defined above. A current Plan is defined as a Plan where there
are at least as many investments recorded as there are months elapsed since
establishment. To qualify for the reduced Creation and Sales Charges
available on large purchases, the combined monthly investment must be at
least $150 on 15-year Plans and $200 on 10-year Plans. Qualified retirement
plans shall be considered current for this purpose at all times.
Further, existing spousal IRA Plans at the $93.75 per month investment unit
and individual IRA Plans at the $166.66 per month investment unit may
be combined with other newly purchased Plans or Plan size increases to
qualify for possible lower sales charges on future investments. This
privilege is optional and can only be exercised with the purchase of a new
Plan or a Plan size increase on another existing Plan. The Sponsor must be
notified in writing, if the Planholder wishes to exercise this privilege.
However, 10-year and 15-year Plans may not be combined in order to take
advantage of this privilege.

RIGHTS AND PRIVILEGES OF PLANHOLDERS

1. DISTRIBUTIONS
Unless otherwise directed, all dividends and other distributions, after
applicable deductions, are automatically used to purchase additional Fund
shares at NAV as of the record date for the distribution. NO SALES
CHARGE IS MADE ON ANY SUCH REINVESTMENT.
If a Planholder wishes to receive the dividends and other distributions in
cash - rather than additional shares - the Planholder must instruct Boston
Financial in writing. Such instructions must be received at least seven
days prior to the record date of a dividend or distribution. A Planholder
may change these instructions at any time. A charge of $2.50 is assessed
for each change. However, distributions on Individual Retirement Accounts
will be automatically reinvested unless the Planholder is age 59 1/2 or
older.
Dividends and other distributions are made on a per-share basis. After
every distribution, the value of a share drops by the amount of the
distribution. If an investment is made shortly before the ex-dividend date
of the dividend or distribution, the Planholder will pay the full price for
the shares (buying a dividend). Dividends and distributions, if declared,
normally are paid by each Fund annually and are reportable by Planholders
for income tax purposes (see "Taxes" on page ).
2. FEDERAL INCOME TAX WITHHOLDING
As an additional service, Boston Financial can withhold 28% of any
dividend or other distribution paid by the Funds and send that amount to
the Internal Revenue Service (IRS) as a credit against the Planholder's tax
liability, if any. The amount withheld may or may not be equal to the
additional taxes the Planholder may owe, due to the dividend or
distribution. If the Planholder elects to authorize this withholding, the
number of Fund shares purchased with the remainder of the dividend or
distribution will be less than would have otherwise been the case.
This service is available only to Plans that reinvest their dividends and
other distributions but is not available for tax-sheltered retirement
plans, including IRAs. This option can be initiated by completing the Tax
Withholding Form and submitting that to Boston Financial at least 30 days
in advance. Once initiated, this will remain in effect until Boston
Financial is notified in writing to terminate the withholding.
3. TRANSFERRING OR ASSIGNING RIGHTS IN THE PLAN
To secure a loan, Planholders (excluding Planholders of Destiny IRAs) may
assign their right, title and interest in the entire Plan to a bank or
other lending institution. Partial assignment is not permitted. The bank or
other lending institution, however, will not be entitled to exercise the
right of partial withdrawal or partial redemption. In addition, a
Planholder may:
1. transfer his right, title and interest to another person whose only
right shall be the privilege of complete withdrawal from the Plan; or
2. transfer his right, title and interest to another person, trustee or
custodian acceptable to the Sponsor, who has made application to the
Sponsor for a similar Plan. Additional documentation may be required.
Boston Financial will provide Planholders with the appropriate assignment
forms. A charge of $2.50 is made for each transaction plus transfer taxes,
if any.
4. RETAINING FULL VOTING RIGHTS IN FUND SHARES
The Planholder will receive a notice at least 15 days before any matter is
submitted for a vote of the shareholders of Fidelity Destiny Portfolios:
Destiny I and Destiny II. The Custodian will vote the shares held in the
Planholder's account in accordance with the instructions. In the absence of
such instructions, the Custodian will vote these shares in the same
proportion as it votes the shares for which it has received instructions
from other Planholders.
A Planholder wishing to attend any meetings at which shares may be voted
may request Boston Financial to furnish a proxy or otherwise make
arrangements for exercising voting rights.
5. MAKING PREINVESTMENTS TO COMPLETE THE PLAN AHEAD OF SCHEDULE
A Plan may be completed ahead of schedule by making investments in advance
of their due dates but not more than 24 investments in one calendar year
including any monthly investments made. In addition to these advance
investments, a Planholder may make an additional 24 investments which may
be exercised initially or at any one time during the life of the
Plan. Investments may be accrued and paid in a lump sum. The 48
preinvestments provision described herein may be waived ONLY to make a Plan
that is in arrears current, as defined on page , for a transfer of assets
from a tax-sheltered retirement plan to a Destiny tax-sheltered retirement
plan or in the event of the death of the Planholder, to allow the Plan to
be completed at one time by the estate or beneficiary. There is no
reduction in the Creation and Sales Charges for advanced investments.
However, on multiple investments, the Custodian's Fee cannot exceed $5.
This is described more fully under the heading "Custodian Fees" on page .
6. CHANGING THE FACE AMOUNT OF THE PLAN
A Planholder may increase the face amount of a Plan at any time. The new
Plan must be one of the denominations listed on pages and . For the period
of six months following establishment of a new Plan, a Planholder may
decrease the amount of his Plan by as much as 50%. For the period of six
months following a face change increase, a Planholder may decrease the
amount of his Plan back to its previous Plan size. Request for changes in
the face amount of a Plan should be sent to Boston Financial along with a
completed Plan Application for the new face amount. If Planholders wish to
take advantage of the $0.75 reduced Custodian Fee as described on page ,
the appropriate forms should be attached. An increase or decrease in a Plan
amount does not create new cancellation and refund rights. The Creation and
Sales Charges already paid on the existing Plan will be recomputed and
applied as a credit to the Creation and Sales Charges due on the new Plan
at the time that it is established. Any additional Creation and Sales
Charges due on the new Plan will be obtained from a liquidation of Fund
shares. A charge of $2.50 will be made for any change in Plan size.
7. EXTENDED INVESTMENT OPTION
Under a 15-year Plan, a Planholder may continue making monthly investments
after completing all scheduled investments, thereby automatically
activating the Extended Investment Option. (10-year Plans cannot be
extended unless they are face changed to 15-year Plans, thereby enabling
the Planholder to benefit from the Extended Investment Option.) Investments
under this option are subject to the same deductions (with the exception of
the Custodian Fee) as applied to the Planholder's last scheduled
investment. The Custodian reserves the right to increase the Custodian Fee
applicable to this period to the rate then being charged for new Plans of
the same denomination. In no case, however, will this new rate be more than
75% higher than the Custodian Fees detailed in this Prospectus.
If, under this option, the Planholder fails to make regularly scheduled
investments for six consecutive months, after being credited for any
advance investments made under the option, the Plan may be terminated by
the Sponsor or the Custodian.
When the Extended Investment Option expires either through failure to make
required monthly investments or upon written notice of termination to
Boston Financial or for any other reason, the Custodian has the right to
increase the fee to the rate currently being charged for new Plans of the
same denomination. In no case, however, will this new rate be more than 75%
higher than the current annual rate of the Custodian Fees.
All Extended Investment Options will terminate after the completion of the
300th investment made under the Plan.
8. BORROWING AGAINST YOUR PLAN WITHOUT TERMINATION
While a redemption of all of the Plan shares normally will terminate the
Plan, a Planholder may sell (redeem) less than all of the shares without
terminating the Plan. If the Planholder has owned the Plan for at least 45
days, the Planholder may direct the Custodian, as agent, to sell up to 90%
of the Planholder's shares and to pay the proceeds to the Planholder. Any
partial sale of shares and cash withdrawal must involve at least $100 and
may be exercised as often as desired.
If the cash withdrawal is over $100,000, or if the proceeds are to be sent
to an address other than the address of record, a signature guarantee will
be required. A signature guarantee is a widely accepted way to protect you
and Fidelity by guaranteeing the signature on your request; it may not be
provided by a notary public. Signature guarantees will be accepted from
banks, brokers, dealers, municipal securities dealers, municipal securities
brokers, government securities dealers, government securities brokers,
credit unions (if authorized under state law), national securities
exchanges, registered securities associations, clearing agencies and
savings associations. All documents must be in proper order before any
withdrawals or liquidations can be executed. The redemption price will be
at the next determined NAV. The request should be sent to BOSTON
FINANCIAL DATA SERVICES, INC., P.O. BOX 8300, BOSTON, MASSACHUSETTS
02266-8300.
If you prefer, you may also withdraw an amount not in excess of $100,000
from your Plan, subject to the conditions applicable to withdrawals (please
see above), by calling 1-800-225-5270. The telephone redemption privilege
is not available to Planholders of Destiny tax sheltered retirement plans.
Redemption requests must be made by 4 p.m. EST. Planholders will receive
proceeds by check made payable as the account is registered and mailed to
the address of record.
Ordinarily, Planholders will be sent the proceeds as a result of
liquidating shares within seven calendar days from the time Boston
Financial is notified. However, Boston Financial will not mail redemption
proceeds until checks received for the shares purchased have cleared (which
may take up to 7 calendar days).
Following the sale of Destiny shares, a Planholder may - although there is
no obligation to do so - repurchase Destiny shares in an amount not to
exceed the dollar amount of the original sale. This Replacement Privilege
extends for an unlimited amount of time, provided a "waiting period" of 90
days passes between the sale and subsequent repurchase of those Destiny
shares. For Planholders of the Destiny IRA, the waiting period is 45 days.
For example, if shares of a Destiny IRA were withdrawn, the Planholder
could reinvest in Destiny at an amount equal to the amount of the original
withdrawal at any future time, provided 45 days had elapsed. In the event
assets are distributed directly to the Planholder from a Destiny IRA, the
Planholder will be responsible for the income taxes on the distribution
and, if under age 59 1/2, an early distribution penalty, if those assets
are not reinvested into another IRA within 60 days of receipt of the
distribution. The privilege to replace those Destiny shares at any time in
the future would, however, still apply, and the replacement need not be
made in one transaction. Regardless of the Plan type, all replacements must
be at least 25% of the amount withdrawn or $2,000, whichever is less and
are reinstated at the next determined NAV. All withdrawal requests must be
made in writing and signed by the Planholder(s). The Custodian or Boston
Financial may require additional documentation. The partial liquidation and
restoration privilege is intended to facilitate the temporary use for
emergency purposes of funds invested in a Plan. The Sponsor reserves the
right to limit the number of transactions in which a partial withdrawal can
be replaced. The Sponsor further reserves the right to impose such
additional restrictions as, in its judgment, are necessary to conform with
the requirements of Section 26 of the Rules of Fair Practice of the
National Association of Securities Dealers (NASD).
Cash replacements will be applied to the purchase of Fund shares at the
next determined NAV. No partial withdrawal or liquidation shall affect the
total number of monthly Plan investments to be made or the unpaid balance
of monthly Plan investments.
A charge of $2.50 will be made for each partial withdrawal, redemption or
restoration, and the Planholder will be liable for any transfer taxes that
may be incurred. Replacements of partial withdrawals should be identified
clearly as such, in order to distinguish them from additional investments.
A capital gain or loss for federal tax purposes may be realized by the
Planholder upon a cash withdrawal.
9. SYSTEMATIC WITHDRAWAL PROGRAM
When all regularly scheduled investments are completed, a Planholder may
elect to establish a Systematic Withdrawal Program. Under this program, the
Custodian, as the Planholder's agent, withdraws sufficient shares from the
Plan account to provide regular cash withdrawals of $50 or more each month
or quarter, as elected. Except for the $50 minimum, there is no limitation
on the size of the Planholder's withdrawals. The $50 amount is, however,
only a minimum established for administrative convenience and should not be
considered a recommendation for all Planholders. A Planholder has the right
to change the dollar amount of the withdrawal or discontinue the Systematic
Withdrawal Program at any time. Systematic withdrawals occur on the first
day of the month, quarter, or selected period.
The Plan will remain in full force and effect with all rights and
privileges until all shares have been withdrawn from the account. While the
Systematic Withdrawal Program is in force, the Planholder may not elect to
receive dividends and distributions in cash. Planholders should realize
that withdrawals in excess of dividends and distributions will be made from
principal and eventually may exhaust the Plan account. For this reason,
these withdrawals cannot be considered as income on the Planholder's
investment. Also, a capital gain or loss for federal tax purposes may be
realized by the Planholder upon each withdrawal payment. If a Planholder
purchases two or more Plans, it is ordinarily disadvantageous to
participate in the Systematic Withdrawal Program on a completed Plan while
still making regular investments on the uncompleted Plan.
A charge of $1 per check will be made for each withdrawal under a
Systematic Withdrawal Program. This charge is collected by redeeming the
necessary fractional shares. For any withdrawal made 10 years after the
issuance of a Plan, the charge may then be increased to the amount
specified in the then current Prospectus. However, this charge may not
exceed $1.75.
While the Sponsor does not contemplate doing so, it reserves the right to
discontinue offering the Systematic Withdrawal Program at any time after
90-days notification to all Planholders who have not elected to participate
in the program. Those who are already participating will be allowed to
continue.
Completed or terminated Plans may be exchanged at NAV (subject to minimum
initial investment requirements) for shares of any of the funds offered by
Fidelity Investments, including the Fidelity Advisor Funds. (For more
information, see "Exchange Restrictions" on page .)
10. CANCELLATION AND REFUND RIGHTS
Planholders have certain rights of cancellation. Within 60 days after the
initial investment in a new Plan, the Sponsor will send the Planholder
notice regarding cancellation rights. If a Planholder elects to cancel his
Plan within 45 days of the mailing date of that notice, a cash refund will
be received which is equal to the sum of (1) the total net asset value of
the Fund shares credited to the Plan account on the date that the
cancellation request is received by Boston Financial, and (2) an amount
equal to the difference between the total investments made under the Plan
and the net amount invested in Fund shares (including all Custodian Fees
paid to date).
In addition, Planholders may provide to Boston Financial written
instructions to cancel their Plan at any time within an 18-month period of
Plan establishment and receive from Boston Financial a cash payment equal
to the sum of (1) the total net asset value of the Fund shares credited to
the Plan account upon receipt of those instructions, and (2) an amount by
which the Creation and Sales Charges deducted from the Planholder's total
investments exceed 15% of the investments made up to the date of
redemption. Custodian Fees, which may amount to 2.2% of the total
investments, are not subject to refund.
In order to receive the above refunds, the Planholder's request should be
sent in writing to Boston Financial Data Services, Inc., P.O. Box 8300,
Boston, Massachusetts 02266-8300. For your protection, if the Planholder's
cancellation request involves over $100,000, or if the proceeds are to be
sent to an address other than the address of record, you must send a letter
of instruction signed by all registered owners with signature(s) guaranteed
to Boston Financial.
A Planholder who has redeemed shares under this Cancellation and Refund
Rights may not reinstate the proceeds at NAV from such a cancellation or
refund, except as mentioned under the "Plan Reinstatement Privilege"
discussed below. Under the so-called "wash sale rule," federal tax laws
presently do not permit the recognition of a loss when an individual sells
and re-acquires the same securities within a 30-day time period. Gains,
however, are recognized at the time of redemption.
The Sponsor will send the Planholder a written notice of the 18-month
right of cancellation if either of the following occurs: (A) during the
first 15 months after the date of issuance of Plan establishment, the
Planholder has missed three investments or more; or (B) if following the
first 15 months after the date of Plan establishment (but prior to 18
months after such date), the Planholder has missed one investment or more.
In the event the Sponsor has previously sent a notice in connection with
event (a) above, a second notice will not be sent even if additional
investments are missed. These notices will inform Planholders of their Plan
cancellation as described on page , and also will include the value of the
account and the amount the Planholder would be entitled to receive upon
cancellation, as of the date of the notice.
11. TERMINATING THE PLAN AND WITHDRAWAL OF SHARES
After an initial period of 60 days, a Planholder may terminate his
Plan by sending written instructions to Boston Financial. In this way, a
Planholder avoids paying the commission that a security dealer can charge
for terminating a Plan. A charge of $2.50 is made for terminating a Plan on
which investments have not been completed.
In terminating the Plan, the Planholder may: (1) request the Custodian of
the Plan to deliver to Fidelity Service Co. (Service), the transfer agent
of the Funds, the Fund shares accumulated in the Plan for at least 60
days , properly registered in the Planholder's name; (2) direct the
Custodian, as agent, to withdraw the shares, redeem them and send the
proceeds to the Planholder; or (3) reinvest the proceeds in any of the
Fidelity Advisor Funds by requesting the Custodian of the Plan to deliver
to Boston Financial, as agent for the Fidelity Advisor Funds, the proceeds
of the Plan for investment at NAV into a similarly registered account. (A
Fidelity Advisor Funds application is required.) For your protection, if
the cash withdrawal is over $100,000, or if the proceeds are to be sent to
an address other than the address of record listed on the account, you must
send a letter of instruction signed by all registered owners with
signature(s) guaranteed to Boston Financial. All documents must be in
proper order before any withdrawals or liquidations can be executed. The
redemption price will be the NAV next determined after such documents have
been received. Requests should be sent to BOSTON FINANCIAL DATA
SERVICES, INC., P.O. BOX 8300, BOSTON, MASSACHUSETTS 02266-8300.
Shares held by investors as a result of this action may be exchanged for
shares of certain other funds for which FMR is the investment adviser as
more fully described in the attached Fidelity Destiny Portfolios'
Prospectus under the caption "Exchange Restrictions" on page . When held in
conjunction with the Plan, SHARES OF DESTINY I FUND MAY NOT BE EXCHANGED
FOR SHARES OF DESTINY II FUND, NOR MAY SHARES OF DESTINY II FUND BE
EXCHANGED FOR SHARES OF DESTINY I FUND.
The right of redemption of shares of Destiny Funds may be suspended at
times when the New York Stock Exchange (NYSE) is closed or in the event
certain other emergencies have been determined to exist by the Securities
and Exchange Commission (SEC). As long as the right of redemption of shares
of each Fund is suspended, no shares may be redeemed, and, therefore no
cash withdrawal may be made.
12. PLAN REINSTATEMENT PRIVILEGE
A Planholder who has terminated his Plan may reinstate his Plan, which
allows for the reinvestment of an amount equal to or at least 10% of the
gross proceeds received upon termination of the former Plan without any
sales charge under identical registration in the original Plan.
Reinstatement is at the NAV of the Plan or Fund into which reinvestment is
made, next determined following timely receipt by Boston Financial of a
reinstatement order and investment. Reinstatement must be made within 60
days following the date of termination of the Plan. A reinstating
Planholder will realize a gain or loss for federal tax purposes as a result
of a termination of the Plan; however, the Planholder may not recognize a
loss for federal tax purposes to the extent the Planholder reinvests the
proceeds within 30 days in a Destiny Plan pursuant to the Plan
Reinstatement Privilege.
The Plan Reinstatement Privilege is available once during the life of the
Plan. The Plan Reinstatement Privilege does not preclude the partial
withdrawal without the Plan termination privilege described on page . A
Planholder who has redeemed his shares under the Cancellation and Refund
Rights described on page , may not reinstate the proceeds at NAV from such
a cancellation or refund until all refunded Sales and Creation charges
included in the cancellation have first been deducted in full from the
amount being replaced.
A reinstatement into the Plan will not affect the total number of monthly
investments to be made or the unpaid balance of the monthly Plan
investments under the Plan.
In addition, the Sponsor may, from time to time, extend the Plan
Reinstatement Privilege beyond the 60-day period on the following terms:
1. The Planholder must establish the new Plan with an investment equal to
or at least 10% of the gross proceeds received upon termination of the
former Plan.
2. The number of the next investment due on the new Plan will be the number
of the next investment due on the former Plan at the time it was
terminated.
The ability to establish such new Plans generally will not be available,
except during such limited time periods as may be specified by the Sponsor
from time to time.

SPONSOR AND CUSTODIAN CHARGES

1. CREATION AND SALES CHARGES
The Sponsor receives Creation and Sales Charges to compensate it for
creating the Plan and for selling expenses and commissions paid to
broker-dealer firms. This charge is deducted from each investment. For
example, on a $50 a month Plan, $25 is deducted from each of the first 12
investments. After the first 12 investments, the charge drops to $1.80 on
each subsequent investment in the case of a 10-year Plan and $2.86 in the
case of a 15-year Plan. The rate (percent) of deductions decreases
proportionately as Plan sizes increase. See pages and .
2. CUSTODIAN FEES
On minimum sized Plans - 10 or 15 years - the Custodian Fee is $1.10 per
investment. Charges on larger Plans are proportionately less, relative to
their monthly investment, than Custodian Fees charged on smaller Plans.
Accounts established under an Automatic Investment Program after November
29, 1993 will receive a reduced Custodian Fee of $0.75 (see page ). The
Custodian Fee charged per account at any one time may not - regardless of
the number of investments made - exceed $5 per investment. Thus, if the
Planholder submits multiple investments into one account, such that the
aggregate amount would result in a Custodian Fee of more than $5, the fee
will instead be deducted at the maximum rate of $5.
In addition to this fee, the Custodian deducts an annual service charge
from dividends and distributions, and if necessary, from principal, as
reimbursement for administrative costs. The amount of such charge will be
determined by prorating the Plan's annual administrative costs over the
total number of Plan accounts. For the fiscal year ended
199 6 , the charge was $ 7.09 for Destiny I and $ 7.29
for Destiny II per Plan account. Subsequent to January 1, 1986, this charge
is subject to increases by the Sponsor, in the aggregate not to exceed
increases in the Consumer Price Index. For Plans established prior to
January 1, 1986 and after October 30, 1982, this service charge cannot
exceed $10 per year. For Plans established prior to October 31, 1982, this
charge cannot exceed $2 per year.
After the completion of the Plan or, if a Planholder has made investments
in advance of the time period specified in the Plan, the Custodian's annual
fee, after completion of the specified time period, is of 1% of the face
amount of the Plan or $12, whichever is less. As an investor, the
Planholder may, of course, terminate the Plan and receive shares of the
Fund and thus avoid the Custodian Fees; however, the Planholder then will
no longer be eligible for the privilege of partial withdrawal and
reinstatement at NAV. The Custodian also deducts a $12 fee for Plans on
which no investment has been made for a 12-month period after giving credit
for advance investments (inactive account fee). This fee is deducted from
dividends and distributions or, if these are not sufficient, the Custodian
has the right to obtain the amount needed to pay its fee by selling shares.
3. INCIDENTAL SERVICE FEES
The Custodian deducts the fees described below and such other charges as
may be provided for in the Agreement or in the Plans. The Custodian has
certain rights to charge the accounts of the Planholders on a pro rata
basis or to retain shares on a pro rata basis in order to pay fees, taxes
or expenses in connection with the Plans or to set up reserves; therefore,
to such extent it has a lien upon the shares of the Planholder.
The Custodian causes periodic audits to be taken of the records maintained
by it relating to the Plans, unless such audits are arranged for by the
Sponsor, and prepares certain other reports required by law.
The Custodian has delegated certain administrative functions to Boston
Financial, an affiliate of the Custodian. Under the delegation arrangement,
the Custodian pays to Boston Financial a portion or all of the Custodian
Fees and other charges based on the functions which it performs. Boston
Financial mails to each Planholder a receipt for each investment, a
statement of the number of shares held in the Plan, notices (including
distribution notices and tax statements), reports to shareholders,
prospectuses and proxy material.
The Custodian makes charges for certain special services not covered by
the regular Custodian charge. These include a charge of $1 for each
withdrawal under the Systematic Withdrawal Program; a charge of $3 per
account per year for the preparation of a complete transcript and a charge
of $12 for each year on which no investment has been made for a 12-month
period (inactive account fee). A charge of $2.50 will be made for each of
the following: any check or preauthorized check which is not honored by the
bank on which it is drawn; changing instructions as to whether dividends
and distributions are to be received in cash or reinvested in Fund shares;
changing a Plan denomination; a partial withdrawal, liquidation or
restoration of shares or money; a transfer or assignment of title; a
complete withdrawal or termination of a Plan prior to completion; and the
issuance of any Plan denomination in exchange for a different Plan
denomination. EXCEPT FOR THE $12 INACTIVE ACCOUNT FEE (TO INCLUDE COMPLETED
PLANS), THE $2.50 PLAN TERMINATION FEE, AND THE ANNUAL $10 IRA MAINTENANCE
FEE, THE INCIDENTAL FEES DESCRIBED ABOVE WILL BE PAID BY THE SPONSOR
VOLUNTARILY. Although it has no current intention of doing so, the Sponsor
reserves the right to reimpose these fees at some future date.

TAXES

For tax purposes, Planholders are treated as directly owning the Fund
shares. As more fully described in the Fidelity Destiny Portfolios'
Prospectus, dividends and distributions paid to Planholders, or reinvested
for them, are taxable to them individually. An appropriate notice regarding
taxable distributions will be sent to Planholders. Planholders may elect to
instruct Boston Financial to withhold 28% of dividends or distributions and
have that amount sent directly to the IRS. See page for program details.
If Planholders itemize their deductions, they may be able to deduct
Custodian Fees that have been charged against the Plans to the extent such
fees along with the Planholder's other miscellaneous itemized deductions
exceed 2% of the Planholder's adjusted gross income (2% floor). The cost
basis of shares acquired by each Planholder is the amount paid for those
shares, including the Creation and Sales Charges and the cost of reinvested
distributions but not including the Custodian Fees. In addition,
Planholders with IRAs who itemize their deductions may claim as a
miscellaneous itemized deduction (subject to the 2% floor discussed above),
Administrative or Trustee fees incurred in connection with the IRA if such
fees are separately billed or paid.
Any taxes payable with respect to any of the profits realized on sales or
transfers by the Custodian or Sponsor of each Fund's shares or other
property credited to an investor's account in accordance with the
provisions of his Plan and any taxes levied or assessed with respect to the
Funds' shares or the income therefrom shall be borne by the Planholder
individually, and not by the Custodian or Sponsor.
For a more complete and detailed discussion on taxes, see page F-19
of Fidelity Destiny Portfolios' Prospectus.

SUBSTITUTION OF THE UNDERLYING INVESTMENT

The Sponsor may substitute the shares of another investment medium as the
underlying investment if it deems such action to be in the best interest of
the Planholders. Such substituted shares shall be generally comparable in
character and quality to the present Fund shares, and shall be registered
with the SEC under the Securities Act of 1933. Before any substitution can
be effected, the Sponsor must:
(A) obtain an order from the SEC approving such substitution;
(B) give written notice of the proposed substitution to the Custodian;
(C) give written notice of the proposed substitution to each Planholder;
giving a reasonable description of the new Fund shares, with the advice
that, unless the Plan is surrendered within 30 days of the date of the
mailing of such notice, the Planholder will be considered to have consented
to the substitution and to have agreed to bear the pro rata share of
expenses and taxes in connection with it; and
(D) provide the Custodian with a signed certificate stating that such
notice has been given to the Planholder.
If the certificate is not surrendered within 30 days from the date of this
notice, the Custodian shall purchase the new shares for your account with
any dividends or distributions which may be reinvested for your account. If
the new shares are also to be substituted for the shares already held, the
Sponsor must arrange to have the Custodian furnished, without payment of a
sales charge or fees of any kind, with new shares having an aggregate value
equal to the value of the shares for which they are to be exchanged.
If Fund shares are not available for purchase for a period of 120 days or
longer, and the Sponsor fails to substitute other shares, the Custodian
may, but is not required to, either select another underlying investment or
terminate the Plan. If the Custodian selects a substitute investment, it
shall first obtain an order from the SEC approving such substitution as
specified above and then shall notify the Planholder, and if, within 30
days after mailing such notice, the Planholder gives his written approval
of the substitution and agrees to bear the prorata share of actual
expenses, including tax liability sustained by the Custodian, the Custodian
may thereafter purchase such substituted shares. The Planholder's failure
to give such written approval within the 30-day period shall give the
Custodian the authority to terminate the Plan.

TERMINATION OF A PLAN

Although a Plan may call for regular investments over a 10- or 15-year
period, neither the Sponsor nor the Custodian can terminate your Plan until
300 investments have been made unless the Plan has been in default for more
than six consecutive months or unless shares of the Fund are not obtainable
and a substitution is not made. The year of default will not start until
the Planholder has been given full credit for the amount of any
preinvestments made. Under current policies, ONE INVESTMENT IS REQUIRED
DURING EACH 6-MONTH PERIOD OF THE CALENDAR YEAR TO PREVENT THE PLAN FROM
BEING IN DEFAULT.
After 300 investments, or if other events justify termination, the Sponsor
or the Custodian has the right to terminate a Plan 60 days after mailing
the Planholder written notice. Such notice will request that the Planholder
elect to have the Plan either distributed in cash or in Fund shares
(together with the cash value of any fractional shares) after deduction for
all authorized charges, fees and expenses. On termination, the Custodian,
acting as the Planholder's agent, may surrender for liquidation all of the
Fund shares credited to the Plan, or sufficient shares to pay all
authorized deductions and leave no fractional shares. The shares and/or
cash, after paying all authorized deductions, will be held by the Custodian
for delivery to the Planholder.
No interest will be paid by the Custodian on any cash balances. If the
Planholder does not respond within 60 days after the notice of termination,
the Custodian, at its discretion, may at any time thereafter fully
discharge its obligations by mailing the check for the liquidated value of
the shares to the Planholder. The Planholder will then have no further
rights under the Plan except that if the check is returned to the Custodian
undelivered, the Custodian will continue to hold these assets for the
benefit of the Planholder, subject only to escheat laws and without
obligation to pay interest or to reinvest the same.

THE CUSTODIAN AND SPONSOR

1. THE CUSTODIAN
State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts, is the Custodian for the Plans under a Custodian Agreement
(the Agreement) with the Sponsor and maintains custody of the Plans.
Investments under the Plans are sent to Boston Financial who, after making
authorized deductions, applies the money to the purchase of Fund shares.
Investments in Destiny Plans I purchase shares of Destiny I; investments in
Destiny Plans II purchase shares of Destiny II. The Custodian holds these
shares in its custody, receiving dividends and distributions that, at the
Planholder's option, may be remitted either to the Planholder or reinvested
in additional Fund shares.
The Custodian has assumed only those obligations specifically imposed on
it under its Agreement with the Sponsor. These obligations do not include
the duties of investment ordinarily imposed upon a trustee. The Custodian
has no responsibility for the choice of the underlying investment, for the
investment policies and practices of the manager of the Fund or for the
acts or omissions of the Sponsor.
The Agreement cannot be amended to affect the rights and privileges of any
investor without written consent of the Planholder, nor may the Custodian
resign unless a successor has been designated and has accepted the
Custodianship. Such successor must be a bank or trust company having
capital, surplus and undivided profits totaling at least $2,000,000. The
Custodian may be changed without notice to, or approval of, Planholders.
The Custodian may terminate its obligation to accept new Plans for
custodianship if the Sponsor fails to perform certain activities it is
required to perform under the Agreement or if the Custodian terminates
after the third year of the life of the Agreement on 90 days' notice, or
after the expiration of any further two-year period on 30 days' notice.
2. THE SPONSOR
Fidelity Distributors Corporation, 82 Devonshire Street, Boston,
Massachusetts 02109, is a Massachusetts corporation organized on July 18,
1960. It is a broker-dealer registered under the Securities Exchange Act of
1934 and a member of the NASD. The Sponsor's Directors and Executive
Officers are listed below.
Edward C. Johnson 3d, Director, is Chairman, Chief Executive Officer and a
Director of FMR Corp.; a Director and Chairman of the Board and of the
Executive Committee of FMR; Chairman and a Director of FMR Texas Inc.,
Fidelity Management & Research (U.K.) Inc., (1986), and Fidelity Management
& Research (Far East) Inc. He is Trustee and President of the mutual funds
for which FMR is investment adviser.
Michael Mlinac, Director (1995); President of Fidelity Investments
Southwest Company (Southwest), a division of Distributors (1996); Senior
Vice President of Southwest (1994).
Mark A. Peterson, Director (1995); Executive Vice President of FMR Corp.
(1989).
Neal Litvack, President (1995); Executive Vice President of Fidelity
Investments Retail Marketing (1993).
Christina Polizzotto, Senior Vice President (1996).
Arthur S. Loring, Vice President and Clerk, is Senior Vice President
(1993) and General Counsel of FMR, and Vice President-Legal of FMR Corp.
Caron Ketchum, Treasurer (1995); Controller (1991).
Gary Greenstein, Assistant Treasurer (1995); Vice President, Taxation of
FMR Corp. (1993).
Jay Freedman, Assistant Clerk (1996); Clerk of FMR Corp. (1996); Associate
General Counsel of FMR Corp. (1995); Senior Legal Counsel of FMR Corp.
(1987).
Linda Capps Holland, Compliance Officer (1995); Director, FMR Corp.
Compliance Department (1990).
During the twelve months ended September 30, 199 6 , officers of the
Sponsor received no compensation from the Sponsor for their services to the
Sponsor. All officers and employees of the Sponsor are currently covered by
a broker's blanket bond in the amount of $220,000,000.
Plans may be purchased and investments made thereunder at NAV by any of
the following: Trustees of the Funds, directors, officers and full-time
employees of FMR Corp. (or its direct or indirect subsidiaries) or by
employee benefit plans covering employees of FMR Corp. or its affiliates,
provided such purchases are made for investment purposes and that the
shares will not be resold except to the Custodian or to the Funds.
The Sponsor is an affiliate of FMR, which is a wholly owned subsidiary of
FMR Corp. The Sponsor is principal underwriter for other Fidelity funds
whose shares are offered for sale to the public and is sponsor for other
unit investment trusts for accumulation of shares of certain other Fidelity
funds. FMR is adviser to the funds in the Fidelity family of funds.

GENERAL

The terms of the Plans are set out in a Custodian Agreement which is
governed by the laws of The Commonwealth of Massachusetts. The Plans are
considered to be a unit investment trust under the Investment Company Act
of 1940, and are so registered with the SEC. Such registration does not
imply supervision of management or investment practices or policies by the
SEC.
The organization, management and investment policies of Fidelity Destiny
Portfolios are fully described in the Funds' Prospectus beginning on page
F-1. Generally, shares of the Funds are purchased at NAV within two
business days of the date the Custodian receives Plan investments.
Dividends and distributions received on Fund shares will be reinvested by
the Custodian, after making authorized deductions, in additional shares of
the Fund at the then current NAV unless otherwise directed by the Sponsor
or unless the Planholder directs Boston Financial to remit them to the
Planholder in cash.
Commissions and Servicing Charges ranging from 40% to 93% of the total
Creation and Sales Charges will be paid to authorized investment
broker-dealer firms and mutual fund dealers that are members of the NASD
and have executed a Destiny Dealer's Agreement with the Sponsor. From time
to time the Sponsor may increase the commissions paid to broker-dealer
firms to 100%. Also, the Sponsor will, at its expense, provide promotional
incentives such as sales contests and luxury trips to investment
professionals who support the sale and service of the Destiny Plans without
reimbursement from the Destiny Funds. In some instances, these incentives
may be offered only to certain investment professionals whose
representatives provide services in connection with the sale or expected
sale of significant amounts of Plans. These broker-dealer firms are
independent contractors. Nothing herein or in other literature and
confirmations issued by the Sponsor, the Custodian or Boston Financial
including the words "representative" or "commission," shall constitute any
broker-dealer, a partner, employee or agent of the Sponsor, the Custodian
or Boston Financial. Neither the Sponsor, the Custodian nor Boston
Financial shall be liable for any acts or obligations of any such dealer or
investment broker.
Fidelity Systematic Investment Plans are currently offered in all states
except Maine. The Sponsor is seeking to register the Plans in this state.
Ohio salesmen must be registered under the Ohio Bond Debenture Act.
5.ILLUSTRATION OF A HYPOTHETICAL $50 MONTHLY
DESTINY I PLAN
IN TERMS OF AN ASSUMED INITIAL INVESTMENT OF $50 AND SUBSEQUENT INVESTMENTS
OF $50 PER MONTH
WITH INCOME DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS REINVESTED IN
ADDITIONAL SHARES
The table below covers the period from October, 198 1 to September,
199 6 and investments are made at the end of each month.
This period was one of widely fluctuating common stock prices. The results
shown should not be considered a representation of the dividend income or
capital gain or loss in the Plans today. Such Plans cannot assure a profit
or protect against depreciation in declining markets.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
DEDUCTIONS (A) CUMULATIVE TOTAL VALUE OF SHARES
ANNUAL ANNUAL
INVEST- FISCAL ANNUAL ANNUAL DIVIDEND CAPITAL
GAIN
MENT YEAR CUMULATIVE SALES CUSTODIAN TOTAL INCOME DISTRIBUT FROM FROM FROM TOTAL VALUE
IONS RE
NO. ENDED INVESTMENTS CHARGES FEES (B) SHARES REINVESTED INVESTED INVESTMENT DIVIDENDS CAPITAL GAINS OF PLAN (C)
1-12 Sept-8 2 $ 600.00 $ 300.00 $ 13.20 34.574 $ 8.70 $ 7.73 $ 290.47 $ 9.49 $ 8.44 $ 308.40
13-24 Sept-8 3 1,200.00 34.32 13.20 90.911 23.49 151.02 987.55 36.60 158.60 1,182.75
25-36 Sept-8 4 1,800.00 34.32 13.20 162,490 42.11 211.78 1,342.11 77.97 370.56 1,790.64
37-48 Sept-8 5 2,400.00 34.32 13.20 237.707 92.32 228.79 1,818.31 165.35 583.58 2,567.24
49-60 Sept-8 6 3,000.00 34.32 13.20 340.916 86.57 687.12 2,480.47 265.79 1,307.23 4,053.49
61-72 Sept-8 7 3,600.00 34.32 13.20 442.281 100.70 861.57 3,664.99 430.15 2,472.73 6,567.87
73-84 Sept-8 8 4,200.00 34.32 13.20 541,286 116.38 410.43 3,522.31 474.36 2,455.46 6,452.13
85-96 Sept-8 9 4,800.00 34.32 13.20 617.718 164.73 320.00 5,004.91 776.27 3,391.93 9,173.11
97-108 Sept- 90 5,400.00 34.32 13.20 728.314 212.37 686.74 4,194.04 757.13 3,111.27 8,062.44
109-120 Sept-9 1 6,000.00 34.32 13.20 804.093 251.18 327.30 6,571.67 1,330.30 4,754.46 12,656.42
121-132 Sept-9 2 6,600.00 34.32 13.20 993.210 269.99 2,019.28 6,800.55 1,547.74 6,589.60 14.937.88
133-144 Sept-9 3 7,200.00 34.32 13.20 1160.407 291.00 1,809.59 8,195.53 2,048.49 9,320.44 19,564.46
145-156 Sept-9 4 7,800.00 34.32 13.20 1273.393 128.23 1,212.32 9,165.66 2,288.10 11,085.30 22,539.06
157-168 Sept-9 5 8,400.00 34.32 13.20 1564.115 434.71 3,234.79 10,345.26 3,001.03 16,027.79 29,374.08
169-180 Sept-9 6 9,000.00 34.32 13.20 1698.862 674.63 1,270.82 11,825.96 4,013.10 18,834.72 34,673.77
$ 9,000.00 $ 780.48 $198.00 $2,897.11 $13,439.26 TOTAL $ 34,673.77
</TABLE>
NOTES:
(A) Under the terms of this Plan, out of the initial investment of $50, $25
is deducted as a sales charge from the initial investment and from each of
the next 11 investments for an annual charge of $300. Additional deductions
are $1.10 for Custodian Fees from each investment for an annual charge of
$13.20. Deductions from the first 12 investments therefore total $313.20 or
52.20% of the first 12 monthly investments. If all of the 15 years'
investments are made, total sales charges and Custodian Fees amount to
10.87% of the total agreed investments.
(B) Exclusive of a Service Charge, payable first against dividends and
distributions and then, if necessary, against principal, to cover certain
administrative expenses actually incurred. The amount of such a charge will
be determined annually by pro rating each Plan's administrative costs over
the total number of Plan accounts. For the fiscal year ended
199 6 , the charge was $7.09 for Destiny I and $ 7.29 for
Destiny II per Plan account. In addition, subsequent to January 1, 1986,
this charge is subject to increases by the Sponsor, in the aggregate not to
exceed increases in the Consumer Price Index. For Plans established prior
to January 1, 1986 and after October 30, 1982, this service charge cannot
exceed $10 per year. For Plans established prior to October 31, 1982, this
charge cannot exceed $2 per year.
(C) Total is determined by Destiny I's fiscal year-end NAV.
No adjustments have been made for any income taxes payable by investors on
capital gain distributions and dividends reinvested.
6.ILLUSTRATION OF A HYPOTHETICAL $166.66 MONTHLY
DESTINY I PLAN
IN TERMS OF AN ASSUMED INITIAL INVESTMENT OF $166.66 AND SUBSEQUENT
INVESTMENTS OF $166.66 PER
MONTH WITH INCOME DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS REINVESTED IN
ADDITIONAL SHARES
The table below covers the period from October, 198 1 to September,
199 6 and investments are made at the end of each month.
This period was one of widely fluctuating common stock prices. The results
shown should not be considered a representation of the dividend income or
capital gain or loss in the Plans today. Such Plans cannot assure a profit
or protect against depreciation in declining markets.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
DEDUCTIONS (A) CUMULATIVE TOTAL VALUE OF SHARES
ANNUAL ANNUAL
INVEST- FISCAL ANNUAL ANNUAL DIVIDEND CAPITAL
CUM GAIN
MENT YEAR ULATIVE SALES CUSTODIAN TOTAL INCOME DISTRIBUT FROM FROM FROM TOTAL VALUE
INVEST RE IONS RE CAPITAL
NO. ENDED MENTS CHARGES FEES (B) SHARES INVESTED INVESTED INVESTMENT DIVIDENDS GAINS OF PLAN (C)
1-12 Sept-8 2 $ 1,999.92 $ 999.96 $ 18.00 118.377 $ 29.77 $ 26.46 $ 994.53
$ 32.50 $ 28.89 $ 1,055.92
13-24 Sept-8 3 3,999.84 75.96 18.00 312.558 80.73 518.97 3,395.88 125.61 544.88 4,066.38
25-36 Sept-8 4 5,999.76 75.96 18.00 559.275 144.90 728.77 4,620.80 268.02 1,274.40 6,163.21
37-48 Sept-8 5 7,999.68 75.96 18.00 818.582 317.89 787.82 6,263.79 568.93 2,007.96 8,840.69
49-60 Sept-8 6 9,999.60 75.96 18.00 1174.294 298.17 2,366.72 8,547.23 914.82 4,500.31 13,962.36
61-72 Sept-8 7 11,999.52 75.96 18.00 1523.683 346.92 2,968.08 12,631.19 1,480.83 8,514.68 22,626.69
73-84 Sept-8 8 13,999.44 75.96 18.00 1865.009 400.95 1,414.03 12,141.47 1,633.39 8,456.05 22,230.91
85-96 Sept-8 9 15,999.36 75.96 18.00 2128.549 567.62 1,102.63 17.253.81 2,673.40 11,681.74 31,608.95
97-108 Sept- 90 17,999.28 75.96 18.00 2509.813 731.81 2,366.46 14,459.52 2,607.84 10,716.27 27,783.63
109-120 Sept-9 1 19,999.20 75.96 18.00 2771.106 865.63 1,127.95 22,658.12 4,582.51 16,376.57 43,617.21
121-132 Sept-9 2 21,999.12 75.96 18.00 3422.976 930.46 6,959.11 23,448.17 5,331.95 22,701.44 51,481.56
133-144 Sept-9 3 23,999.04 75.96 18.00 3999.322 1,002.92 6,236.64 28,259.08 7,057.46 32,112.03 67,428.57
145-156 Sept-9 4 25,998.96 75.96 18.00 4388.834 441.93 4,178.25 31,605.16 7,883.16 38,194.05 77,682.36
157-168 Sept-9 5 27,998.88 75.96 18.00 5390.942 1,498.28 11,148.97 35,673.76 10,340.12 55,228.02 101,241.89
169-180 Sept-9 6 29,998.80 75.96 18.00 5855.453
2,325.22 4,380.07 40,780.45 13,828.08 64,901.27 119.509.80
$ 29,998.80 $2,063.40 $270.00 $ 9,983.21 $46,310.92 TOTAL $ 119,509.80
</TABLE>
NOTES:
(A) Under the terms of this Plan, out of the initial investment of $166.66,
$83.33 is deducted as a sales charge from the initial investment and from
each of the next 11 investments for an annual charge of $999.96. Additional
deductions are $1.50 for Custodian Fees from each investment for an annual
charge of $18. Deductions from the first 12 investments therefore total
$1,017.96 or 50.90% of the first 12 monthly investments. If all of the 15
years' investments are made, total sales charges and Custodian Fees amount
to 7.78% of the total agreed investments.
(B) Exclusive of a Service Charge, payable first against dividends and
distributions and then, if necessary, against principal, to cover certain
administrative expenses actually incurred. The amount of such a charge will
be determined annually by pro rating each Plan's administrative costs over
the total number of Plan accounts. For the fiscal year ended
199 6 , the charge was $7.09 for Destiny I and $ 7.29 for
Destiny II per Plan account. In addition, subsequent to January 1, 1986,
this charge is subject to increases by the Sponsor, in the aggregate not to
exceed increases in the Consumer Price Index. For Plans established prior
to January 1, 1986 and after October 30, 1982, this service charge cannot
exceed $10 per year. For Plans established prior to October 31, 1982, this
charge cannot exceed $2 per year.
(C) Total is determined by Destiny I's fiscal year-end NAV.
No adjustments have been made for any income taxes payable by investors on
capital gain distributions and dividends reinvested.
APPENDIX: GLOSSARY OF TERMS
COMPLETED PLAN: A Destiny Plan is considered completed once the face amount
(defined below) of the Plan has been invested.
CONTRACTUAL PLAN: A type of capital accumulation plan in which the investor
makes a firm commitment to invest a specific amount of money in a fund
during a specified time period.
CURRENT PLAN: A plan in which there are at least as many investments
recorded as there are months elapsed since establishment of the plan.
DOLLAR-COST AVERAGING: A system of buying fixed dollar amounts of
securities at regular intervals, regardless of the price of the shares.
This method may result in an average cost that is generally lower than the
average price at which the securities were purchased.
FACE AMOUNT: The total dollar amount of investments needed to complete a
particular plan. For example, a $300 per month, 15 year plan would have a
face amount of $54,000.
FACE CHANGE: Increasing or decreasing the amount of investments needed to
complete a particular plan is known as a Face Change. (See page of the
Plans' Prospectus for instructions on completing a Face Change).
MUTUAL FUND: An investment company that pools capital from shareholders and
invests in stocks, bonds, options, or other securities. They offer
investors the advantages of diversification and professional management.
PERSISTENCY: To maintain a Current Plan (See CURRENT PLAN above).
PERSISTENCY RATE: The percentage of plans sold that remain current (See
CURRENT PLAN above).
RIGHTS OF ACCUMULATION: The right to apply reduced creation and sales
charges based on the face amount of the Plan. (See pages and for a
schedule of creation and sales charges.)
SYSTEMATIC INVESTMENT PLAN: An investment program in which an investor
invests a specified amount of money in a fund at regular intervals. A
contractual plan is a special type of systematic investment plan (see
Contractual Plan above).
UNIT INVESTMENT TRUST (UIT): An investment company that has its own
portfolio of securities in which it invests. It sells interests in this
portfolio in the form of redeemable securities. Unit investment trusts are
organized under a trust indenture, not a corporate charter.

FIDELITY SYSTEMATIC INVESTMENT PLANS: DESTINY PLANS I
FINANCIAL STATEMENTS
Statement of Assets and Liabilities
September 30, 199 6
ASSETS:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Securities of
investment company:
215,228,493
shares of Destiny I
held for investors,
valued at net asset
value of
$ 20.41 per
share (Note 1)
(average cost
$ 3,086,259,941 ) $ 4,392,813,542
Cash 257,616
Receivable for
Destiny I shares
sold 1,565
Total assets 4,393,072,723
LIABILITIES:
Payable for Destiny
I shares purchased $ 121,031
Payable to custodian,
sponsor and broker/
dealer (Note 4 ) 1,111,546
Total liabilities 1,232,577
NET ASSETS (Note 2) $ 4,391,840,146

Statements of Operations

Year Ended Year Ended Year Ended
September 30, September 30, September 30 ,
1996 1995 1994
INVESTMENT INCOME:
Distributions
received on
shares of
Destiny I
from:
Net investment
income $ 89,281,971 $ 60,916,170 $ 18,829,578
Realized
gains 168,182,318 453,287,974 178,025,098
257,464,289 514,204,144 196,854,676
EXPENSES
(Note 4 ):
Custodian
Fees 367,960 370,441 356,400
Administrative
expenses 585,608 572,532 568,939
Net expenses 953,568 942,973 925,339
Investment
income - net 256,510,721 513,261,171 195,929,337
REALIZED AND
UNREALIZED GAIN
ON INVESTMENTS:
Complete and
partial
liquidations,
including
Destiny I
shares delivered
to investors
at market value:
Proceeds
received 239,729,317 201,989,707 185,297,323
Cost of
Destiny I
shares (176,894,004) (170,341,528) (146,535,481)
Net realized
gain on Plan
liquidations 62,835,313 31,648,179 38,761,842
Net increase
(decrease) in
unrealized
appreciation 300,213,194 306,455,241 119,439,135
Net realized
and unrealized
gain (loss)
on Plan shares 363,048,507 338,103,420 158,200,977
Net increase in
net assets
resulting from
operations $ 619,559,228 $ 851,364,591 $ 354,130,314
</TABLE>

DESTINY PLANS I - FINANCIAL STATEMENTS - CONTINUED
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Statements of Changes in Net Assets Invested in Shares of Destiny I
Year Ended Year Ended Year Ended
September 30, 1996 September 30, 1995 September 30, 1994
Amount Shares Amount Shares Amount Shares
Net assets at
beginning of
period $ 3,908,031,571 208,146,062 $ 3,167,159,095 178,987,821 $ 2,889,144,421 171,360,879
Additions during period:
From investor
payments 123,968,130 123,584,347 123,225,240
Less: creation and
sales charges
(Note 4) (4,613,942) (4,266,731) (3,880,657)
Custodian Fees
and insurance
premiums
( Note 4 ) (879,688) (918,278) (969,567)
Balance invested in
Destiny I
shares 118,474,500 6,323,547 118,399,338 7,248,988 118,375,016 6,929,240
Investment income
- net 256,510,721 513,261,171 195,929,337
Less: Cash
distributions
to investors (14,495,836) (26,901,746) (9,193,333)
Balance reinvested in
Destiny I
shares 242,014,885 13,211,616 486,359,425 34,156,291 186,736,004 11,373,415
Net realized gain on
Plan
liquidations 62,835,313 31,648,179 38,761,842
Net increase (decrease)
in unrealized
appreciation 300,213,194 306,455,241 119,439,135
Total 4,631,569,463 227,681,225 4,110,021,278 220,393,100 3,352,456,418 189,663,534
Deductions during period:
Redemptions and
cancellations of
Destiny I shares 239,729,317 12,452,732 201,989,707 12,247,038 185,297,323 10,675,713
Net assets at end
of period /r> $

4,391,840,146 215,228,493 $ 3,908,031,571 208,146,062 $ 3,167,159,095 178,987,821
</TABLE>

FIDELITY SYSTEMATIC INVESTMENT PLANS: DESTINY PLANS II
FINANCIAL STATEMENTS
Statement of Assets and Liabilities
September 30, 199 6
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ASSETS:
Securities of
investment company:
212,482,392
shares of Destiny
II held for investors,
valued at net asset
value of $ 11.61
per share (Note 1)
(average cost
$ 1,808,442,221 ) $ 2,466,920,571
Cash 1,183,569
Receivable for
Destiny II
shares sold 30,201
Total assets 2,468,134,341
LIABILITIES:
Payable for
Destiny II shares
purchased $ 466,890
Payable to custodian,
sponsor and
broker/dealer
(Note 4 ) 2,311,867
Total liabilities 2,778,757
NET ASSETS (Note 2) $ 2,465,355,584

Statements of Operations
Year Ended Year Ended Year Ended
September 30, September 30, September 30,
199 6 199 5 1994
INVESTMENT INCOME:
Distributions
received on
shares of
Destiny II
from:
Net investment
income $ 42,663,716 $ 25,297,415 $ 3,475,304
Realized
gains 59,856,556 149,760,699 37,359,518
102,520,272 175,058,114 40,834,822
EXPENSES (Note
4 ):
Custodian Fees 367,638 316,099 255,100
Administrative
expenses 1,204,257 1,053,084 785,991
Net
expenses 1,571,895 1,369,183 1,041,091
Investment
income - net 100,948,377 173,688,931 39,793,731
REALIZED AND
UNREALIZED GAIN
ON INVESTMENTS:
Complete and
partial
liquidations,
including Destiny
II shares
delivered
to investors at
market value:
Proceeds
received 115,283,136 82,247,858 48,053,822
Cost of
Destiny II
shares (82,011,653) (70,179,662) (39,586,649)
Net realized
gain on Plan
liquidations 33,271,483 12,068,196 8,467,173
Net increase
in unrealized
appreciation 185,902,326 221,801,939 40,473,941
Net realized
and unrealized
gain on Plan
shares 219,173,809 233,870,135 48,941,114
Net increase
in net assets
resulting from
operations $ 320,122,186 $ 407,559,066 $ 88,734,845
</TABLE>

DESTINY PLANS II - FINANCIAL STATEMENTS - CONTINUED
Statements of Changes in Net Assets Invested in Shares of Destiny II
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Year Ended Year Ended Year Ended
September 30, 199 6 September 30, 1995 September 30, 1994
Amount Shares Amount Shares Amount Shares
Net assets at
beginning of
period $ 1,978,480,817 187,243,794 $ 1,404,707,380 147,714,375 $ 743,929,106 83,650,200
Additions during period:
From investor
payments 311,357,075 275,033,552 219,138,314
Less: creation and
sales charges
(Note
4 ) (26,843,231) (24,297,468) (19,860,278)
Custodian Fees
(Note
4 ) (1,961,326) (1,692,890) (1,389,617)
Balance invested in
Destiny II
shares 282,552,518 26,251,535 249,043,194 26,849,400 197,888,419 21,303,009
Investment income
- net 100,948,377 173,688,931 39,793,731
Less: Cash
distributions
to investors (516,801) (580,964) (123,770)
Balance reinvested in
Destiny II
shares 100,431,576 9,616,656 173,107,967 21,475,284 39,669,961 4,586,301
Plan combination
(Note
5 ) -- -- 422,332,602 43,330,977
Net realized gain
on Plan
liquidations 33,271,483 12,068,196 8,467,173
Net increase in
unrealized
appreciation 185,902,326 221,801,939 40,473,941
Total 2,580,638,720 223,111,985 2,060,728,676 196,039,059 1,452,761,202 152,870,487
Deductions during period:
Redemptions and
cancellations of
Destiny II
shares 115,283,136 10,629,593 82,247,859 8,795,265 48,053,822 5,156,112
Net assets at end
of
period $ 2,465,355,584 212,482,392 $ 1,978,480,817 187,243,794 $ 1,404,707,380 147,714,375
Shares have been adjusted for a 3 - for - 1 split (see note 3).
</TABLE>

NOTES TO FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES: The Plans are a unit investment trust
registered under the Investment Company Act of 1940 , as amended,
with the Securities and Exchange Commission, investing only in shares of
Fidelity Destiny Portfolios: Destiny I and Destiny II (the "Funds").
Destiny Plans I is for the accumulation of shares of Fidelity Destiny
Portfolios: Destiny I; Destiny Plans II is for the accumulation of shares
of Fidelity Destiny Portfolios: Destiny II.
The financial statements have been prepared in conformity with generally
accepted accounting principles for unit investment trusts which permit
management to make certain estimates and assumptions at the date of the
financial statements. The following summarizes the significant accounting
policies of the Plans:
Destiny Plans I is for the accumulation of shares of Fidelity Destiny
Portfolios: Destiny I; Destiny Plans II is for the accumulation of shares
of Fidelity Destiny Portfolios: Destiny II.
SECURITY VALUATION. The investments in shares of Fidelity Destiny
Portfolios: Destiny I and Destiny II are valued at each of the Fund
Portfolio's respective bid market price which is equal to the net asset
value per share of each of the Fund Portfolios at period end.
FEDERAL INCOME TAXES. No provisions are made for federal income taxes. All
income dividends and capital gain distributions received by investors are
treated as if received directly from the underlying Fund. A Planholder will
not realize any gain or loss upon withdrawal from the Plans when
transferring to an account for direct ownership of the underlying Fund
shares. Any liquidation by a Planholder of a Fund will be treated as if the
underlying Fund shares were sold.
TRANSACTION DATES. Share transactions are recorded on the trade date.
Dividend income and capital gain distributions are recorded on the
ex-dividend date.
COST METHOD. The investment in shares of each Fund at cost is based on
average cost, which represents the amount available for investment
(including reinvested distributions of net investment income and realized
gains) in such shares after deduction of sales charges, custodian fees, and
insurance fees, if applicable.
2. PLAN ASSETS
Destiny Plans I assets consisted of the following at September 30,
199 6 :
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Systematic
Systematic Investment
Investment Plans with Total of
Plans Insurance All Plans
Payments received
from investors on
outstanding
Plans $ 1,403,489,092 $ 1,044,554 $ 1,404,533,646
Deduct:
Sponsor fees 74,139,533 55,907 74,195,440
Custodian Fees 10,630,703 11,229 10,641,932
Insurance premiums -- 31,647 31,647
Total deductions 84,770,236 98,783 84,869,019
Net payments invested
in shares of
Destiny I 1,318,718,856 945,771 1,319,664,627
Add:
Distributions
from investment
income reinvested 268,132,056 835,208 268,967,264
Distributions
from realized
gains reinvested 1,493,349,627 4,278,423 1,497,628,050
Unrealized
appreciation in
Destiny I shares
held at September
30, 1996 1,304,063,395 2,490,206 1,306,553,601

Deduct:
Fees payable (972,672) (724) (973,396)
Net assets $ 4,383,291,262 $ 8,548,884 $ 4,391,840,146
</TABLE>

NOTES TO FINANCIAL STATEMENTS - CONTINUED
2. PLAN ASSETS - CONTINUED
Destiny Plans II assets consisted of the following at September 30,
199 6 :
Payments received from investors on
outstanding Plans $ 1,546,374,560
Deduct:
Sponsor fees 167,526,844
Custodian Fees 12,597,130
Total deductions 180,123,974
Net payments invested in shares of Destiny II 1,366,250,586

Add:
Distributions from investment income reinvested 54,888,809
Distributions from realized gains reinvested 387,302,807
Unrealized appreciation in Destiny II shares
held at September 30, 199 6 658,478,350
Deduct:
Fees payable (1,564,968)
Net assets $ 2,465,355,584
3. CAPITAL SHARES: On January 18, 1996, the Trustees of Destiny II
approved a three-for-one stock split of the capital shares of Destiny II
for shareholders of record as of June 21, 1996. A total of 139,172,552
capital shares of Destiny II were issued to Destiny Plans II in connection
with the split. Share amounts in the accompanying financial statements have
been restated to reflect the aforementioned split.
4 . EXPENSES AND DEDUCTIONS: For information regarding Creation and
Sales Charges, Custodian Fees, and Administrative expenses see pages 16 and
17 of this Prospectus.
Fidelity Distributors Corporation, a wholly owned subsidiary of FMR Corp.
and sponsor of Fidelity Systematic Investment Plans, received approximately
$ 812,000, $907,000, and $789,000 as its portion of the Creation and
Sales Charges on sales of Plans I during the years ended September 30,
1996, 1995, and 1994, respectively; $ 3,285,000, $2,927,000, and
$2,271,000 on sales of Plans II during the year ended September 30,
1996, 1995, and 1994, respectively.
5 . PLAN COMBINATION: At a meeting on March 15, 1993, Security Action
Fund shareholders approved an Agreement and Plan of Reorganization (the
Reorganization) pursuant to which, on March 26, 1993, Fidelity Destiny
Portfolios: Destiny II acquired substantially all of the assets of Security
Action Fund. Fidelity Distributors Corporation, the sponsor and principal
underwriter of the Plans, filed an exemptive application with the
Securities and Exchange Commission (SEC) to permit the Destiny Plans II
shares maintained under the Destiny Custodian Agreement and the Destiny
Plans IIA (formerly Security Action Plans) shares maintained under the
Security Action Plans Custodian Agreement to be combined into one pool
maintained under the Destiny Custodian Agreement. The SEC subsequently
approved the combination request filed in the exemptive application.
On September 16, 1994, combination of Destiny Plans II and Destiny
Plans IIA was completed and, upon an opinion of counsel, treated as
non-taxable to the Plans. Destiny Plans IIA net assets at that date (valued
at $422,332,602), including $80,570,490 of unrealized appreciation were
combined with those of Destiny Plans II. The aggregate net assets of
Destiny Plans II and Destiny Plans IIA immediately before the combination
were $1,017,390,186 and $422,332,602, respectively.

REPORT OF INDEPENDENT ACCOUNTANTS
To the Directors of Fidelity Distributors Corporation and Investors under
Fidelity Systematic Investment Plans: Destiny Plans I and Destiny Plans
II:
We have audited the accompanying statements of assets and liabilities of
Fidelity Systematic Investment Plans: Destiny Plans I and Destiny Plans II
(the "Plans") as of September 30, 199 6 , and the related statements
of operations and changes in net assets invested in shares of Destiny I and
Destiny II for each of the three years in the period ended September 30,
1996. These financial statements are the responsibility of the Plans'
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits 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 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 securities owned as of
September 30, 199 6 by correspondence with the custodian. 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 audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Fidelity Systematic
Investment Plans: Destiny Plans I and Destiny Plans II as of September 30,
199 6 , the results of their operations and the changes in their net
assets invested in shares of Destiny I and Destiny II for each of the
three years in the period ended September 30, 1996 in conformity with
generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
November 12 , 199 6
FIDELITY DISTRIBUTORS CORPORATION
(A WHOLLY-OWNED SUBSIDIARY OF FMR CORP.)
STATEMENT OF FINANCIAL CONDITION
AS OF DECEMBER 31, 199 5
(IN THOUSANDS EXCEPT FOR SHARE AMOUNTS)
ASSETS
Cash $ 167
Receivables:
Brokers, dealers, and customers 15,719
Other 14,048
Investments, at market (cost $16,759) 17,234
Property and equipment, net 11,169
Other assets 17,945
Total Assets $ 76,282

LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
Payable to mutual funds $ 15,719
Other liabilities 399
Total Liabilities 16,118

Stockholder's equity:
Preferred stock, 5% noncumulative, $100 par value;
authorized 5,000 shares;
issued and outstanding 4,750 shares 475
Common stock, $1 par value; authorized
1,000,000 shares;
issued and outstanding 1,061 shares 1
Additional paid-in capital 13,494
Retained earnings 80,065
94,035
Less: Receivable from parent company (33,871)
Total Stockholder's Equity 60,164
Total Liabilities and Stockholder's Equity $ 76,282
The accompanying notes are an integral part of this financial statement.
FIDELITY DISTRIBUTORS CORPORATION
(A WHOLLY-OWNED SUBSIDIARY OF FMR CORP.)
NOTES TO STATEMENT OF FINANCIAL CONDITION
A. PRINCIPAL BUSINESS ACTIVITIES:
Fidelity Distributors Corporation ("FDC" or the "Company") is a registered
broker/dealer under the Securities Exchange Act of 1934. The Company is the
principal underwriter and distributor of mutual funds under agreements with
funds managed by an affiliate, Fidelity Management & Research Company and
is the sponsor of Fidelity Destiny Plans. A division of Fidelity
Distributors Corporation provides pricing and bookkeeping services, mutual
fund transfer agent services and other processing functions on behalf of
affiliated companies.
B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
USE OF ESTIMATES
The preparation of the statement of financial condition in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities as of December 31, 1995. Actual results could differ from the
estimates included in the statement of financial condition.
REVENUE RECOGNITION
Commission income, arising from the sale of mutual fund and contractual
plan shares, is recorded on the trade date of the purchased fund or plan
shares. Under certain arrangements, a portion of this income is paid to
outside broker/dealers and affiliates. Mutual fund redemption fees are
recognized on the trade date. Service fees are recognized as earned.
INCOME TAXES
The Company is included in the consolidated federal and certain state
income tax returns filed by FMR Corp. The company is allocated a charge
equivalent to taxes on income as if it were filing returns on an individual
company basis.
The Company's deferred tax assets at December 31, 1995 approximated
$1,593,000. The principal sources of temporary differences relate to
deferred compensation, pension expense and unrealized depreciation of
investments.
INVESTMENTS
Investments, comprised principally of shares held in Fidelity mutual funds,
are stated at market value.
FIDELITY DISTRIBUTORS CORPORATION
(A WHOLLY-OWNED SUBSIDIARY OF FMR CORP.)
NOTES TO STATEMENT OF FINANCIAL CONDITION (CONTINUED)
B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:
PROPERTY AND EQUIPMENT
Property and equipment is stated at cost less accumulated depreciation and
amortization. Depreciation is computed over the estimated useful lives of
the related assets, which vary from three to five years, using primarily
the straight line method. Leasehold improvements are amortized over the
lesser of their economic useful life or the term of the lease. Maintenance
and repairs are charged to operations when incurred. Renewals and
betterments of a nature considered to materially extend the useful lives of
the assets are capitalized.
C. TRANSACTIONS WITH AFFILIATED COMPANIES:
FDC is party to several arrangements with affiliated companies. Under these
arrangements, FDC charged these affiliates for shareholder services,
marketing and distribution expenses and other administrative services and
was charged for commission expenses, promotional expenses, equipment
processing services, and occupancy expenses. In addition, certain direct
and indirect expenses incurred in connection with the underwriting and
distribution of Fidelity mutual fund shares are borne by affiliated
companies.
FDC participates in FMR Corp.'s noncontributory defined benefit pension
plan covering all of its eligible employees. There are no statistics
available for the actuarial data of this separate company. There are no
unfunded vested benefits relating to employees of FDC.
FDC also participates in FMR Corp.'s defined contribution profit sharing
and retirement plans covering substantially all employees. Annual
contributions to the plans are based on either stated percentages of
eligible employee compensation or employee contributions.
All intercompany transactions are charged or credited through an
intercompany account with FMR Corp. and may not be the same as those which
would otherwise exist or result from agreements and transactions among
unrelated parties. The Company receives credit for the collection of its
receivables and is charged for the settlement of its liabilities through
its intercompany account with FMR Corp. Under an agreement with FMR Corp.,
the Company offsets liabilities to affiliated companies which will
ultimately be settled by FMR Corp. on behalf of the Company against its
receivable from FMR Corp. As the net receivable was not settled in the
ordinary course of business, it has been reported as a reduction in
shareholder's equity.
FIDELITY DISTRIBUTORS CORPORATION
(A WHOLLY-OWNED SUBSIDIARY OF FMR CORP.)
NOTES TO STATEMENT OF FINANCIAL CONDITION (CONTINUED)
D. PROPERTY AND EQUIPMENT:
Property and equipment consists of the following (in thousands):
Equipment $ 22,126
Leasehold improvements 5,794
Furniture and fixtures 1,452
29,372
Less: Accumulated depreciation and amortization 18,203
$ 11,169
E. NET CAPITAL REQUIREMENT:
FDC is subject to the Securities and Exchange Commission's Uniform Net
Capital Rule (Rule 15c3-1), which requires the maintenance of minimum net
capital and requires that the ratio of aggregate indebtedness to net
capital, both as defined, shall not exceed 15 to 1. At December 31, 1995,
FDC had net capital of $14,629,000 which was $14,567,000 in excess of its
required net capital of $62,000. Additionally, the ratio of aggregate
indebtedness to net capital at December 31, 1995 was 0.06 to 1.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholder of Fidelity Distributors
Corporation
(A Wholly-Owned Subsidiary of FMR Corp.):
We have audited the accompanying statement of financial condition of
Fidelity Distributors Corporation as of December 31, 1995 . This
financial statement is the responsibility of the Company's management. Our
responsibility is to express an opinion on this financial statement based
on our audit.
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 statement is free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statement.
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, the financial statement referred to above presents fairly,
in all material respects, the financial position of Fidelity Distributors
Corporation as of December 31, 1995 , in conformity with generally
accepted accounting principles.
Boston, Massachusetts
January 26, 1996

[This Page Intentionally Left Blank]

FIDELITY
DESTINY PORTFOLIOS:
DESTINY I AND DESTINY II
Please read this Prospectus before investing, and keep it on file for
future reference. It contains important information, including how each
fund invests and the services available to shareholders.
To learn more about each fund and its investments, you can obtain a copy of
the funds ' most recent financial report and portfolio listing
or a copy of the Statement of Additional Information (SAI) dated November
22, 1996. The SAI has been filed with the Securities and Exchange
Commission (SEC) and is available along with other related materials on the
SEC's Internet Web site (http:/www.sec.gov). The SAI is incorporated herein
by reference (legally forms a part of the prospectus). For a free copy of
either document, call Fidelity Distributors Corporation (FDC) at the
appropriate number listed below, or your investment professional.
FIDELITY DISTRIBUTORS CORPORATION
FIDELITY INVESTMENTS INSTITUTIONAL SERVICES COMPANY, INC., BROKER/DEALER
SERVICES DIVISION
Nationwide (toll-free) 1-800-433-0734
Overseas (call collect) 1-617-328-5000

MUTUAL FUND SHARES ARE NOT DEPOSITS OR
OBLIGATIONS OF, OR GUARANTEED BY, ANY
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.

LIKE ALL MUTUAL FUNDS, THESE
SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
DES-pro-1196
Each fund seeks capital growth. Although many of the securities in each
fund's portfolio at any given time may be income-producing, income
generally will not be a consideration in the selection of securities.
Shares of each fund may be purchased only through Fidelity Systematic
Investment Plans: Destiny Plans I and Destiny Plans II (the Plans or a
Plan), a unit investment trust. Details of the Plans, including the
Creation and Sales Charges, as well as Custodian Fees, are discussed in the
Prospectus for the Plans. The charges for the first year of a Plan may
amount to as much as 50% of the amounts paid under a Plan. Prospective
investors should read this Prospectus in conjunction with the Plans'
Prospectus.
PROSPECTUS
NOVEMBER 22, 1996(FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET, BOSTON, MA
02109
CONTENTS

<TABLE>
<CAPTION>
<S> <C> <C>
KEY FACTS WHO MAY WANT TO INVEST

EXPENSES Each fund's yearly operating expenses.

FINANCIAL HIGHLIGHTS A summary of each fund's
financial data.

PERFORMANCE How each fund has done over time.

THE FUNDS IN DETAIL CHARTER How each fund is organized.

INVESTMENT PRINCIPLES AND RISKS Each fund's
overall approach to investing.

BREAKDOWN OF EXPENSES How operating costs
are calculated and what they include.

YOUR ACCOUNT HOW TO BUY SHARES

HOW TO SELL SHARES Taking money out and closing
your account.

INVESTOR SERVICES Services to help you manage
your account.

SHAREHOLDER AND ACCOUNT POLICIES DIVIDENDS, CAPITAL GAINS, AND TAXES

TRANSACTION DETAILS Share price calculations and
the timing of purchases and redemptions.

EXCHANGE RESTRICTIONS

</TABLE>

KEY FACTS

WHO MAY WANT TO INVEST
Each fund is designed for investors who are willing to ride out stock
market fluctuations in pursuit of potentially high long-term returns and
who want to be invested in the stock market for its long-term growth
potential. Each fund invests for growth and does not pursue income.
Shares of each fund may be acquired only through the purchase of an
interest in Fidelity Systematic Investment Plans: Destiny Plans I or
Destiny Plans II. The funds are designed for investors who are
seeking accumulation of capital through regular, systematic investing over
a period of 10 years or more. Investments in the funds are based on the
concept of "dollar-cost averaging." This involves consistently buying
uniform dollar amounts of a fund regardless of the price, at regular
intervals. When prices are low, more shares are bought than when prices are
high. Because the value of the securities in each fund fluctuates with
market conditions, if you liquidate your Plan investment when the market
value of your shares is less than their original cost, including the
initial Plan's Creation and Sales Charges, you will incur a loss.
Investments in a systematic investment plan do not eliminate market risk.
While FMR will seek to realize capital growth over the lifetime of a Plan,
the policies FMR follows may not be appropriate if you are unable to
complete your Plan. You should also consider your ability to continue to
invest during periods of varying economic and market conditions.
Receipt by each fund of investments on a systematic basis tends to provide
a more consistent level of fund assets than might be the case for those
funds whose shares are sold directly and may allow each fund to plan for
the gradual accumulation of various individual security positions. One
example of how each fund could employ this concept is through the program
of dollar-cost averaging as described above. Such a program could be
hampered by increased net redemptions or the failure of Plan investors to
purchase shares.
FMR is also the investment adviser to certain other investment companies
not sold through systematic investment plans, which also have objectives of
capital growth. The investment policies employed by each of these funds
vary, as do the sales charges assessed to fund share purchases and the
investment results each has attained.
Each fund is not in itself a balanced investment plan. You should consider
your investment objective and tolerance for risk when making an investment
decision. When you sell your fund shares, they may be worth more or less
than what you paid for them.
EXPENSES
SHAREHOLDER TRANSACTION EXPENSES are charges you may pay when you
buy or sell shares of a fund. Neither fund will offer its shares
publicly except through the Plans, which impose separate Creation and Sales
Charges. Creation and Sales Charges vary according to the monthly
investment size and duration of each Plan. Please refer to the Plans'
Prospectus for details.
Destiny I Destiny II

Maximum sales charge on None None
purchases and reinvested
distributions

Maximum deferred sales None None
charge

Redemption fee None None

Exchange fee None None

ANNUAL OPERATING EXPENSES are paid out of each fund's assets. Each fund
pays a management fee to Fidelity Management & Research Company (FMR) that
varies based on its performance. Each fund also incurs other expenses for
services such as maintaining shareholder records and furnishing shareholder
statements and financial reports.
Management fees and other expenses are reflected in each fund's share price
and are not charged directly to individual shareholder accounts. For
accounts maintained within the Plans, separate custodian fees and an annual
service fee are charged directly to Planholders. Please refer to the
section "Breakdown of Expenses," beginning on page and the Plans'
Prospectus for further information.
The following are figures based on historical expenses of each fund, and
are calculated as a percentage of average net assets of each fund.
Destiny Destiny II
I

Management fee .62 % .73 %

12b-1 fee (Distribution Fee) None None

Other expenses .03 % .05 %

Total operating expenses .65 % .78 %

EXPENSE TABLE EXAMPLE: You would pay the following expenses on a $1,000
investment, assuming a 5% annual return and full redemption at the end of
each time period:
1 Year 3 Years 5 Years 10 Years

Destiny I $ 7 $ 21 $ 36 $ 81

Destiny II $ 8 $ 25 $ 43 $ 97

THESE EXAMPLES ILLUSTRATE THE EFFECT OF EXPENSES, BUT ARE NOT MEANT TO
SUGGEST ACTUAL OR EXPECTED COSTS OR RETURNS, ALL OF WHICH MAY VARY.
Please refer to page for the funds' past performance. As stated above,
Creation and Sales Charges vary for each Plan. Generally, however, these
charges are structured to decrease as a percentage of the monthly
investment as the Plan progresses. Consequently, the major portion of the
total Creation and Sales Charges incurred during the life of a Plan are
assessed within its first year. For a detailed explanation of applicable
rate structure, please refer to the Plans' Prospectus.
FINANCIAL HIGHLIGHTS
The financial highlights tables that follow and each fund's financial
statements are included in the funds' Annual Report and have been audited
by Coopers & Lybrand L.L.P. , independent accountants. Their report
on the financial statements and financial highlights is included in the
Annual Report. The financial statements, the financial highlights, and the
report are incorporated by reference into the funds' SAI, which may be
obtained free of charge from FDC.
DESTINY I

<TABLE>
<CAPTION>
<S>
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
7.Selected Per-Share Data and
Ratios

8.Years ended
1996 1995 1994C 1993E 1993F 1992F 1991F 1990F 1989F 1988F 1987F
September 30

9.Net asset value,
$ 18.78 $ 17.70 $ 16.86 $ 17.22 $ 16.54 $ 15.23 $ 14.24 $ 14.03 $ 12.44 $ 15.93 $ 16.04
beginning of period

10.Income from
Investment Operations

11. Net investment
.45 .41 .30 .04 .26 .31 .33 .46G .30 .24 .28
income

12. Net realized and
2.42 3.54 1.69 .75 3.16 2.55 1.25 1.18 1.81 (.35) 2.47
unrealized gain
(loss)

13. Total from
2.87 3.95 1.99 .79 3.42 2.86 1.58 1.64 2.11 (.11) 2.75
investment operations

14.Less Distributions

15. From net
(.43) (.34) (.11) (.14) (.30) (.49) (.10) (.38) (.26) (.39) (.32)
investment income

16. From net realized
(.81) (2.53) (1.04) (1.01) (2.44) (1.06) (.49) (1.05) (.26) (2.99) (2.54)
gain

17. Total distributions
(1.24) (2.87) (1.15) (1.15) (2.74) (1.55) (.59) (1.43) (.52) (3.38) (2.86)

18.Net asset value,
$ 20.41 $ 18.78 $ 17.70 $ 16.86 $ 17.22 $ 16.54 $ 15.23 $ 14.24 $ 14.03 $ 12.44 $ 15.93
end of period

19.Total returnB
16.04% 27.49% 12.30% 4.77% 23.90% 20.18% 11.93% 12.17% 17.90% (1.45) 22.43%
%

20.Net assets, end of
$ 4,565 $ 4,053 $ 3,273 $ 2,973 $ 2,869 $ 2,373 $ 2,023 $ 1,832 $ 1,662 $ 1,440 $ 1,461
period (In millions)

21.Ratio of expenses
.65% .68% .70% .65% .66% .61% .50% .53% .60% .60% .60%
to average net assets

22.Ratio of net
2.40% 2.35% 1.69% 1.11% 1.83% 2.00% 2.45% 3.37% 2.35% 2.10% 2.20%
investment income to
average net assets

23.Portfolio turnover
42% 55% 77% 82% 75% 75% 84% 75% 72% 80% 91%
rate

24.Average
$ .0175
commission rate

</TABLE>

<TABLE>
<CAPTION>
<S>
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
25.Selected Per-Share Data and
Ratios

26.Years ended
1996 1995 1994 1993E 1993F 1992F 1991F 1990F 1989F 1988F 1987F
September 30

27.Net asset value,
$ 10.57 $ 9.52 $ 8.89 $ 8.82 $ 8.23 $ 7.83 $ 7.04 $ 6.88 $ 6.08 $ 6.99 $ 5.51
beginning of period

28.Income from
Investment Operations

29. Net investment
.24 .22 .14 .01 .09 .11 .10 .19G .08 .04 .01
income

30. Net realized and
1.34 1.99 .96 .41 1.61 1.36 .86 .76 .91 (.06) 1.57
unrealized gain
(loss)

31. Total from
1.58 2.21 1.10 .42 1.70 1.47 .96 .95 .99 (.02) 1.58
investment operations

32.Less Distributions

33. From net
(.22) (.17) (.04) (.05) (.12) (.11) (.12) (.12) (.06) (.03) --
investment income

34. From net realized
(.32) (.99) (.43) (.30) (.99) (.96) (.05) (.67) (.13) (.86) (.10)
gain

35. Total distributions
(.54) (1.16) (.47) (.35) (1.11) (1.07) (.17) (.79) (.19) (.89) (.10)

36.Net asset value,
$ 11.61 $ 10.57 $ 9.52 $ 8.89 $ 8.82 $ 8.23 $ 7.83 $ 7.04 $ 6.88 $ 6.08 $ 6.99
end of period

37.Total returnB
15.43% 26.98% 12.67% 4.93% 23.28% 20.61% 14.35% 14.42% 16.76% (.23) 29.37%
%

38.Net assets, end of
$ 2,538 $ 2,032 $ 1,437 $ 1,143 $ 1,061 $ 479 $ 326 $ 221 $ 143 $ 78 $ 37
period (In millions)

39.Ratio of expenses
.78% .80% .80% .84% .84% .88% .84% .87% .97% 1.12% 1.50%
to average net assets

40.Ratio of net
2.38% 2.33% 1.56% .69% 1.41% 1.60% 1.70% 3.07% 1.53% 1.07% .39%
investment income to
average net assets

41.Portfolio turnover
37% 52% 72% 80% 81% 113% 129% 112% 128% 148% 183%
rate

42.Average
$ .0182
commission rate

</TABLE>

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C EFFECTIVE OCTOBER 1, 1993, THE FUND ADOPTED STATEMENT OF POSITION 93-2,
"DETERMINATION, DISCLOSURE, AND FINANCIAL STATEMENT PRESENTATION OF INCOME,
CAPITAL GAIN, AND RETURN OF CAPITAL DISTRIBUTIONS BY INVESTMENT COMPANIES."
AS A RESULT, NET INVESTMENT INCOME PER SHARE MAY REFLECT CERTAIN
RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
D FOR FISCAL YEARS BEGINNING ON OR AFTER SEPTEMBER 1, 1995, A FUND IS
REQUIRED TO DISCLOSE ITS AVERAGE COMMISSION RATE PER SHARE FOR SECURITY
TRADES ON WHICH COMMISSIONS ARE CHARGED. THIS AMOUNT MAY VARY FROM PERIOD
TO PERIOD AND FUND TO FUND DEPENDING ON THE MIX OF TRADES EXECUTED IN
VARIOUS MARKETS WHERE TRADING PRACTICES AND COMMISSION RATE STRUCTURES MAY
DIFFER.
E THREE MONTHS ENDED SEPTEMBER 30, 1993
F YEARS ENDED JUNE 30
G INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDENDS OF $.07 PER
SHARE.
PERFORMANCE
Mutual fund performance is commonly measured as TOTAL RETURN. The total
returns that follow are based on historical fund results and do not reflect
the effect of taxes.
All total returns quoted below do not include the effect of paying the
separate Creation and Sales Charges and Custodian Fees associated with the
purchase of shares of the funds through the Plans. Total returns would be
lower if Creation and Sales Charges and Custodian Fees were taken into
account. As previously discussed, shares of the funds may be acquired only
through the Plans. Investors should consult the Plans' Prospectus for
complete information regarding Creation and Sales Charges and Custodian
Fees.
Each fund's fiscal year runs from October 1 through September 30. The
tables below show each fund's performance over past fiscal years. The
charts on page present calendar year performance.
AVERAGE ANNUAL TOTAL RETURNS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Fiscal periods ended September 30 , 1996 Past 1 Past 5 Past 10 Life of
year years years fund

Destiny I 16.04% 19.05% 17.62% 18.41%*

Destiny II 15.43% 18.70% 18.75% 21.86%**

</TABLE>

CUMULATIVE TOTAL RETURNS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Fiscal periods ended Past 1 Past 5 Past 10 Life of
September 30 , 1996 year years years fund

Destiny I 16.04% 139.10% 406.58% 8,330.83%*

Destiny II 15.43% 135.69% 457.44% 739.80%**

</TABLE>

* LIFE OF FUND - JULY 10, 1970 (COMMENCEMENT OF OPERATIONS).
** LIFE OF FUND - DECEMBER 30, 1985 (COMMENCEMENT OF OPERATIONS).
The following tables show Destiny Plans I and Destiny Plans II average
annual total returns calculated for the one, five, ten years and Life of
Plan ended September 30, 1996 for a $50/month, 15 year Plan. Life of Plan
figures are for the periods October 1, 1981 to September 30, 1996 for
Destiny Plans I and Commencement of Operations (December 30, 1985) through
September 30, 1996 for Destiny Plans II. The following Plan-related average
annual total returns include change in share price, reinvestment of
dividends and capital gains, and the effects of the separate Creation and
Sales Charges and Custodian Fees assessed through the Plans. The
illustrations assume an initial $1,000 lump sum investment at the beginning
of each period shown with no subsequent Plan investments. Because the
illustrations assume lump sum investments, they do not reflect what
investors would have earned only had they made regular monthly investments
over the period. Consult the Plans' Prospectus for more complete
information on applicable charges and fees.
AVERAGE ANNUAL TOTAL RETURNS - DESTINY PLANS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Fiscal periods ended Past 1 Past 5 Past 10 Life of
September 30 , 1996 year years years plan

Destiny I -44.54% 14.75% 16.08% 19.34%

Destiny II -44.82% 14.42% 17.19% 20.42%

</TABLE>

EXPLANATION OF TERMS
TOTAL RETURN is the change in value of an investment over a given period,
assuming reinvestment of any dividends and capital gains. A CUMULATIVE
TOTAL RETURN reflects actual performance over a stated period of time. An
AVERAGE ANNUAL TOTAL RETURN is a hypothetical rate of return that, if
achieved annually, would have produced the same cumulative total return if
performance had been constant over the entire period. Average annual total
returns smooth out variations in performance; they are not the same as
actual year-by-year results.
STANDARD & POOR'S 500 INDEX (S&P 500) is a widely recognized,
unmanaged index of common stocks.
Unlike each fund's returns, the total returns of the comparative index do
not include the effect of any brokerage commissions, transaction fees, or
other costs of investing.
THE COMPETITIVE FUNDS AVERAGE is the Lipper Growth Funds Average, which
currently reflects the performance of over 736 mutual funds with similar
objectives. This average, published by Lipper Analytical Services, Inc.,
excludes the effect of sales charges.
THE CONSUMER PRICE INDEX is a widely recognized measure of inflation
calculated by the U.S. Government.
A growth or growth and income fund may quote its adjusted net asset value
including all distributions paid. This value may be averaged over specified
periods and may be used to calculate a fund's moving average.
The funds' recent strategies, performance, and holdings are detailed twice
a year in financial reports, which are sent to all shareholders. For
current performance or a free annual report, please call FDC at
1-800-433-0734.
TOTAL RETURNS ARE BASED ON PAST RESULTS AND ARE NOT AN INDICATION OF FUTURE
PERFORMANCE.
YEAR-BY-YEAR TOTAL RETURNS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Calendar years 1990 1991 1992 1993 1994 1995

DESTINY I -3.15% 38.92 15.15 26.42 4.43% 36.95
% % % %

Standard & Poor's 500 Index -3.10 30.47 7.62% 10.08 1.32% 37.58
% % % %

Lipper Growth Funds Average -4.72 37.08 7.86% 10.61 -2.17% 30.79
% % % %

Consumer Price Index 6.11% 3.06% 2.90% 2.75% 2.67% 2.54%

</TABLE>

Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: nil
Row: 4, Col: 1, Value: 0.0
Row: 5, Col: 1, Value: -3.15
Row: 6, Col: 1, Value: 38.92
Row: 7, Col: 1, Value: 15.15
Row: 8, Col: 1, Value: 26.42
Row: 9, Col: 1, Value: 4.430000000000001
Row: 10, Col: 1, Value: 36.95
(LARGE SOLID BOX) DESTINY I
YEAR-BY-YEAR TOTAL RETURNS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Calendar years 1990 1991 1992 1993 1994 1995

DESTINY II -2.52% 41.42 15.48 26.81 4.48% 35.96
% % % %

Standard & Poor's 500 Index -3.10% 30.47 7.62% 10.08 1.32% 37.58
% % %

Lipper Growth Funds Average -4.72% 37.08 7.86% 10.61 -2.17% 30.79
% % %

Consumer Price Index 6.11% 3.06% 2.90% 2.75% 2.67% 2.54%

</TABLE>

Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: nil
Row: 4, Col: 1, Value: 0.0
Row: 5, Col: 1, Value: -2.52
Row: 6, Col: 1, Value: 41.42
Row: 7, Col: 1, Value: 15.48
Row: 8, Col: 1, Value: 26.81
Row: 9, Col: 1, Value: 4.48
Row: 10, Col: 1, Value: 35.96
(LARGE SOLID BOX) DESTINY II
THE FUNDS IN DETAIL

CHARTER
EACH FUND IS A MUTUAL FUND: an investment that pools shareholders' money
and invests it toward a specified goal. Each fund is a diversified fund of
Fidelity Destiny Portfolios, an open-end management investment company
originally organized as a Massachusetts corporation on January 7, 1969 and
reorganized as a Massachusetts business trust on June 20, 1984.
EACH FUND IS GOVERNED BY A BOARD OF TRUSTEES which is responsible for
protecting the interests of shareholders. The trustees are experienced
executives who meet throughout the year to oversee the funds' activities,
review contractual arrangements with companies that provide services to the
funds, and review the funds' performance. The majority of trustees are not
otherwise affiliated with Fidelity.
THE FUNDS MAY HOLD SPECIAL MEETINGS AND MAIL PROXY MATERIALS. These
meetings may be called to elect or remove trustees, change fundamental
policies, approve a management contract, or for other purposes.
Shareholders not attending these meetings are encouraged to vote by proxy.
The transfer agent or the Plans' custodian, as applicable, will mail proxy
materials in advance, including a voting card and information about the
proposals to be voted on. The number of votes you are entitled to is based
upon the dollar value of your investment.
FMR AND ITS AFFILIATES
Fidelity Investments is one of the largest investment management
organizations in the United States and has its principal business address
at 82 Devonshire Street, Boston, Massachusetts 02109. It includes a number
of different subsidiaries and divisions which provide a variety of
financial services and products. The funds employ various Fidelity
companies to perform activities required for their operation.
The funds are managed by FMR, which chooses their investments and handles
their business affairs. Fidelity Management & Research (U.K.) Inc. (FMR
U.K.) in London, England, and Fidelity Management & Research (Far East)
Inc. (FMR Far East) in Tokyo, Japan, assist FMR with foreign investments.
As of September 30 , 1996, FMR advised funds having approximately
27 million shareholder accounts with a total value of more than
$ 406 billion.
George A. Vanderheiden is vice president and manager of Destiny I and
Destiny II, which he has managed since 1980 and 1985, respectively. Mr.
Vanderheiden also manages several other Fidelity funds. Mr. Vanderheiden is
a managing director of FMR Corp. and leader of the capital appreciation
group. He joined Fidelity in 1971.
Fidelity investment personnel may invest in securities for their own
accounts pursuant to a code of ethics that establishes procedures for
personal investing and restricts certain transactions.
FDC distributes and markets Fidelity's funds and services. Fidelity Service
Co. (FSC) performs transfer agent servicing functions for each fund.
FMR Corp. is the ultimate parent company of FMR U.K., and FMR Far East.
Members of the Edward C. Johnson 3d family are the predominant owners of a
class of shares of common stock representing approximately 49% of the
voting power of FMR Corp. Under the Investment Company Act of 1940 (the
1940 Act), control of a company is presumed where one individual or group
of individuals owns more than 25% of the voting stock of that company;
therefore, the Johnson family may be deemed under the 1940 Act to form a
controlling group with respect to FMR Corp.
A broker-dealer may use a portion of the commissions paid by a fund to
reduce custodian or transfer agent fees for the fund. FMR may use its
broker-dealer affiliates and other firms that sell fund shares to carry out
a fund's transactions, provided that the fund receives brokerage services
and commission rates comparable to those of other broker-dealers.
INVESTMENT PRINCIPLES AND RISKS
EACH FUND'S INVESTMENT APPROACH
Each fund seeks capital growth. Although many of the securities in each
fund's portfolio at any given time may be income-producing, income
generally will not be a consideration in the selection of securities.
Each fund seeks capital growth primarily from equity securities. Each fund
will tend to be fully invested in common stocks and securities convertible
into common stocks, but may also buy other types of securities such as
preferred stocks or bonds. The funds have the flexibility to invest in
large or small, domestic or foreign issuers.
The value of each fund's domestic and foreign investments varies in
response to many factors. Stock values fluctuate in response to the
activities of individual companies and general market and economic
conditions. In the short-term, stock prices can fluctuate dramatically in
response to these factors. The securities of small, less well-known
companies may be more volatile than those of larger companies. Over time,
however, stocks have shown greater growth potential than other types of
securities. FMR may use various investment techniques to hedge a portion of
the funds' risks, but there is no guarantee that these strategies will work
as FMR intends. Also, as a mutual fund, each fund seeks to spread
investment risk by diversifying its holdings among many companies and
industries. When you sell your shares, they may be worth more or less than
what you paid for them.
FMR normally invests each fund's assets according to its investment
strategy. Each fund also reserves the right to invest without limitation in
preferred stocks and investment-grade debt instruments for temporary,
defensive purposes.
SECURITIES AND INVESTMENT PRACTICES
The following pages contain more detailed information about types of
instruments in which a fund may invest, strategies FMR may employ in
pursuit of a fund's investment objective, and a summary of related risks.
Any restrictions listed supplement those discussed earlier in this section.
A complete listing of each fund's limitations and more detailed information
about each fund's investments are contained in the funds' SAI. Policies and
limitations are considered at the time of purchase; the sale of instruments
is not required in the event of a subsequent change in circumstances.
FMR may not buy all of these instruments or use all of these techniques
unless it believes that they are consistent with a fund's investment
objective and policies and that doing so will help a fund achieve its goal.
Fund holdings and recent investment strategies are detailed in each fund's
financial reports, which are sent to shareholders twice a year. For a free
SAI or financial report, call 1-800-433-0734 or your investment
professional.
EQUITY SECURITIES may include common stocks, preferred stocks, convertible
securities, and warrants. Common stocks, the most familiar type, represent
an equity (ownership) interest in a corporation. Although equity securities
have a history of long-term growth in value, their prices fluctuate based
on changes in a company's financial condition and on overall market and
economic conditions. Smaller companies are especially sensitive to these
factors.
RESTRICTIONS: With respect to 75% of its total assets, each fund may not
purchase more than 10% of the outstanding voting securities of a single
issuer.
DEBT SECURITIES. Bonds and other debt instruments are used by issuers to
borrow money from investors. The issuer pays the investor a fixed or
variable rate of interest, and must repay the amount borrowed at maturity.
Some debt securities, such as zero coupon bonds, do not pay current
interest, but are purchased at a discount from their face values. In
general, bond prices rise when interest rates fall, and vice versa. Debt
securities, loans, and other direct debt have varying degrees of quality
and varying levels of sensitivity to changes in interest rates. Longer-term
bonds are generally more sensitive to interest rate changes than short-term
bonds.
Investment-grade debt securities are medium- and high-quality securities.
Some, however, may possess speculative characteristics and may be more
sensitive to economic changes and to changes in the financial condition of
issuers.
Lower-quality debt securities (sometimes called "junk bonds") are
considered to have speculative characteristics and involve greater risk of
default or price changes due to changes in the issuer's creditworthiness,
or they may already be in default. The market prices of these securities
may fluctuate more than higher-quality securities and may decline
significantly in periods of general economic difficulty.
The following tables provide a summary of ratings assigned to debt holdings
(not including money market instruments) in the funds' portfolios. These
figures are dollar-weighted averages of month-end portfolio holdings during
the fiscal year ended 1996, and are presented as a percentage of total
security investments. These percentages are historical and do not
necessarily indicate a fund's current or future debt holdings.
RESTRICTIONS: Each fund currently intends to limit its investment in lower
than Baa-quality debt securities to 10% of its assets.
DESTINY I
FISCAL 1996 DEBT
HOLDINGS, BY RATING MOODY'S STANDARD & POOR'S
INVESTORS SERVICE, INC. CORPORATION
RATING AVERAGE RATING AVERAGE
INVESTMENT GRADE *
Highest quality Aaa 15.7 % AAA 15.7 %
High quality Aa 0.0 % AA 0.0 %
Upper-medium grade A 0.0 % A 0.0 %
Medium grade Baa 0.0 % BBB 0.0 %
LOWER QUALITY *
Moderately speculative Ba 0.0 % BB 0.0 %
Speculative B 0.0 % B 0.0 %
Highly speculative Caa 0.0 % CCC 0.0 %
Poor quality Ca 0.0 % CC 0.0 %
Lowest quality, no
interest C C
In default, in arrears -- D 0.0 %
DESTINY II
FISCAL 1996 DEBT
HOLDINGS, BY RATING MOODY'S STANDARD & POOR'S
INVESTORS SERVICE, INC. CORPORATION
RATING AVERAGE RATING AVERAGE
INVESTMENT GRADE*
Highest quality Aaa 16.0 % AAA 16.0 %
High quality Aa 0.0 % AA 0.0 %
Upper-medium grade A 0.0 % A 0.0 %
Medium grade Baa 0.0 % BBB 0.0 %
LOWER QUALITY*
Moderately speculative Ba 0.0 % BB 0.0 %
Speculative B 0.0 % B 0.0 %
Highly speculative Caa 0.0 % CCC 0.0 %
Poor quality Ca 0.0 % CC 0.0 %
Lowest quality, no
interest C C
In default, in arrears -- D 0.0 %

(AS A % OF INVESTMENTS)
SECURITIES NOT RATED
BY MOODY'S OR S&P
(dagger) DESTINY I DESTINY II
Investment Grade
(double dagger) 0.0% 0.0%

Lower Quality
(double dagger) 0.0% 0.0%

Total 0.0% 0.0%
* FOR SOME FOREIGN GOVERNMENT OBLIGATIONS, FMR ASSIGNS THE RATINGS OF THE
SOVEREIGN CREDIT OF THE ISSUING
GOVERNMENT.
(dagger) THE DOLLAR-WEIGHTED AVERAGE PERCENTAGES REFLECTED IN THIS TABLE
MAY INCLUDE SECURITIES RATED BY OTHER NATIONALLY
RECOGNIZED RATING SERVICES, AS WELL AS UNRATED SECURITIES.
(double dagger) AS DETERMINED BY FMR
EXPOSURE TO FOREIGN MARKETS. Foreign securities, foreign currencies, and
securities issued by U.S. entities with substantial foreign operations may
involve additional risks and considerations. These include risks relating
to political or economic conditions in foreign countries, fluctuations in
foreign currencies, withholding or other taxes, operational risks,
increased regulatory burdens, and the potentially less stringent investor
protection and disclosure standards of foreign markets. Additionally,
governmental issuers of foreign securities may be unwilling to pay interest
and repay principal when due, and may require that the conditions for
payment be renegotiated. All of these factors can make foreign investments,
especially those in developing countries, more volatile than U.S.
investments.
REPURCHASE AGREEMENTS. In a repurchase agreement, a fund buys a security at
one price and simultaneously agrees to sell it back at a higher price.
Delays or losses could result if the other party to the agreement defaults
or becomes insolvent.
ADJUSTING INVESTMENT EXPOSURE. A fund can use various techniques to
increase or decrease its exposure to changing security prices, interest
rates, currency exchange rates, commodity prices, or other factors that
affect security values. These techniques may involve derivative
transactions such as buying and selling options and futures contracts,
entering into currency exchange contracts or swap agreements, purchasing
indexed securities, and selling securities short.
FMR can use these practices to adjust the risk and return characteristics
of a fund's portfolio of investments. If FMR judges market conditions
incorrectly or employs a strategy that does not correlate well with a
fund's investments, these techniques could result in a loss, regardless of
whether the intent was to reduce risk or increase return. These techniques
may increase the volatility of a fund and may involve a small investment of
cash relative to the magnitude of the risk assumed. In addition, these
techniques could result in a loss if the counterparty to the transaction
does not perform as promised.
DIRECT DEBT. Loans and other direct debt instruments are interests in
amounts owed to another party by a company, government, or other borrower.
They have additional risks beyond conventional debt securities because they
may entail less legal protection for a fund, or there may be a requirement
that the fund supply additional cash to a borrower on demand.
ILLIQUID AND RESTRICTED SECURITIES. Some investments may be determined by
FMR, under the supervision of the Board of Trustees, to be illiquid, which
means that they may be difficult to sell promptly at an acceptable price.
The sale of some illiquid securities, and some other securities, may be
subject to legal restrictions. Difficulty in selling securities may result
in a loss or may be costly to a fund.
RESTRICTIONS: Each fund may not purchase a security if, as a result, more
than 10% of its net assets would be invested in illiquid securities.
OTHER INSTRUMENTS may include real estate-related instruments.
CASH MANAGEMENT . A fund may invest in money market
securities, in a pooled account of repurchase agreements, and in a money
market fund available only to funds and accounts managed by FMR or its
affiliates, whose goal is to seek a high level of current income while
maintaining a stable $1.00 share price. A major change in interest rates or
a default on the money market fund's investments could cause its share
price to change.
DIVERSIFICATION. Diversifying a fund's investment portfolio can reduce the
risks of investing. This may include limiting the amount of money invested
in any one issuer or, on a broader scale, in any one industry. Economic,
business, or political changes can affect all securities of a similar type.
RESTRICTIONS: With respect to 75% of its total assets, each fund may not
purchase a security if, as a result, more than 5% would be invested in the
securities of any one issuer. A fund may not invest more than 25% of its
total assets in any one industry. These limitations do not apply to U.S.
Government securities.
BORROWING. Each fund may borrow from banks or from other funds advised by
FMR, or through reverse repurchase agreements. If a fund borrows money, its
share price may be subject to greater fluctuation until the borrowing is
paid off. If a fund makes additional investments while borrowings are
outstanding, this may be considered a form of leverage.
RESTRICTIONS: Each fund may borrow only for temporary or emergency
purposes, but not in an amount exceeding 331/3% of its total assets.
LENDING securities to broker-dealers and institutions, including Fidelity
Brokerage Services, Inc. (FBSI), an affiliate of FMR, is a means of earning
income. This practice could result in a loss or a delay in recovering a
fund's securities. A fund may also lend money to other funds advised by
FMR.
RESTRICTIONS: Loans, in the aggregate, may not exceed 331/3% of a fund's
total assets.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
Some of the policies and restrictions discussed on the preceding pages are
fundamental, that is, subject to change only by shareholder approval. The
following paragraphs restate all those that are fundamental. All policies
stated throughout this prospectus, other than those identified in the
following paragraphs, can be changed without shareholder approval.
Each fund seeks capital growth. Although many of the securities in each
fund's portfolio at any given time may be income-producing, income
generally will not be a consideration in the selection of securities.
With respect to 75% of its total assets, each fund may not purchase a
security if, as a result, more than 5% would be invested in the securities
of any one issuer and may not purchase more than 10% of the outstanding
voting securities of a single issuer. A fund may not invest more than 25%
of its total assets in any one industry. These limitations do not apply to
U.S. Government securities.
Each fund may borrow only for temporary or emergency purposes, but not in
an amount exceeding 331/3% of its total assets.
Loans, in the aggregate, may not exceed 331/3% of a fund's total assets.
BREAKDOWN OF EXPENSES
Like all mutual funds, the funds pay fees related to their daily
operations. Expenses paid out of each fund's assets are reflected in that
fund's share price or dividends; they are neither billed directly to
shareholders nor deducted from shareholder accounts.
Each fund pays a MANAGEMENT FEE to FMR for managing its investments and
business affairs. FMR in turn pays fees to affiliates who provide
assistance with these services. Each fund also pays OTHER EXPENSES, which
are explained on this page .
FMR may, from time to time, agree to reimburse a fund for management fees
and other expenses above a specified limit. FMR retains the ability to be
repaid by a fund if expenses fall below the specified limit prior to the
end of the fiscal year. Reimbursement arrangements, which may be terminated
at any time without notice, can decrease a fund's expenses and boost its
performance.
MANAGEMENT FEE
The management fee is calculated and paid to FMR every month. The fee is
determined by taking a basic fee and then applying a performance
adjustment. The performance adjustment either increases or decreases the
management fee, depending on how well a fund has performed relative to its
comparative index.
The basic fee rate (calculated monthly) is calculated by adding a group fee
rate to an individual fund fee rate, and multiplying the result by each
fund's average net assets. The group fee rate is based on the average net
assets of all the mutual funds advised by FMR. This rate cannot rise above
0.52%, and it drops as total assets under management increase.
For September 30, 1996, the group fee rate was .3050 %. The
individual fund fee rate is 0.17% for Destiny I and 0.30% for Destiny II.
The basic fee rate for fiscal 1996 was .48 % for Destiny I and
.61 % for Destiny II.
The performance adjustment rate is calculated monthly by comparing each
fund's performance to that of the Standard & Poor's 500 Index over the most
recent 36-month period. The difference is translated into a dollar amount
that is added to or subtracted from the basic fee. The maximum annualized
performance adjustment rate is limited to +/-0.24% of average net assets up
to and including $100,000,000 and +/-0.20% of the average net assets in
excess of $100,000,000.
The total management fee rate for fiscal 1996 was .62% for Destiny I and
.73% for Destiny II.
FMR HAS SUB-ADVISORY AGREEMENTS with FMR U.K. and FMR Far East. These
sub-advisers provide FMR with investment research and advice on issuers
based outside the United States. Under the sub-advisory agreements, FMR
pays FMR U.K. and FMR Far East fees equal to 110% and 105%, respectively,
of the costs of providing these services.
For the fiscal year ended 1996, FMR, on behalf of Destiny I and Destiny II,
paid FMR U.K. and FMR Far East fees equal to .01%, of each fund's
average net assets.
OTHER EXPENSES
While the management fee is a significant component of each fund's annual
operating costs, the funds have other expenses as well.
FSC performs transfer agency, dividend disbursing, and shareholder
servicing functions for each fund. FSC also calculates the net asset value
per share (NAV) and dividends for each fund, maintains the funds' general
accounting records, and administers each fund's securities lending program.
For the fiscal year ended 1996, Destiny I and Destiny II paid FSC fees
equal to .00 % and .01 %, respectively, of its average net
assets for transfer agency and related services, and Destiny I and Destiny
II paid FSC fees equal to .02 % and .03 %, respectively, of its
average net assets for pricing and bookkeeping services.
Each fund also pays other expenses, such as legal, audit, and custodian
fees; in some instances, proxy solicitation costs; and the compensation of
trustees who are not affiliated with Fidelity. A broker-dealer may use a
portion of the commissions paid by a fund to reduce the fund's custodian or
transfer agent fees.
The portfolio turnover rates for Destiny I and Destiny II for the fiscal
year ended September 30, 1996 were 42 % and 37 %, respectively.
These rates vary from year to year.
YOUR ACCOUNT

HOW TO BUY SHARES
Each fund has an agreement with FDC under which each fund issues shares at
NAV to State Street Bank and Trust Company (State Street) as Custodian for
the Plans. EACH FUND WILL NOT OFFER ITS SHARES PUBLICLY EXCEPT THROUGH THE
PLANS. Generally, State Street will hold directly all shares of each fund
unless a Planholder owns fund shares directly after completing or
terminating a Plan. The terms of the offering of the Plans are contained in
the Plans' Prospectus.
EACH FUND'S SHARE PRICE, called NAV, is calculated every business day.
Shares are purchased at the next NAV calculated after your order is
received and accepted by the transfer agent. NAV is normally calculated at
4:00 p.m. Eastern time.
Share certificates are not available for fund shares.
HOW TO SELL SHARES
THE FOLLOWING DISCUSSION RELATES ONLY TO THOSE INVESTORS WHO HOLD SHARES
OF THE FUNDS DIRECTLY. Planholders should consult their Plans'
Prospectus for a discussion of the requirements for redemption of
shares from a Plan.
You can arrange to take money out of your fund account at any time by
selling (redeeming) some or all of your shares. Your shares will be sold at
the next NAV calculated after your order is received and accepted by the
transfer agent. NAV is normally calculated at 4:00 p.m. Eastern time.
If you have certificates for your shares, you must submit them to FSC in
order to sell your shares, and you should call FSC for specific
instructions. The funds currently do not issue share certificates.
For more information, see "Systematic Withdrawal Program" on page of the
Destiny Plans' prospectus.
CERTAIN REQUESTS MUST INCLUDE A SIGNATURE GUARANTEE. It is designed to
protect you and Fidelity from fraud. Your request must be made in writing
and include a signature guarantee if any of the following situations apply:
(small solid bullet) You wish to redeem more than $100,000 worth of shares,
(small solid bullet) Your account registration has changed within the last
30 days,
(small solid bullet) The check is being mailed to a different address than
the one on your account (record address),
(small solid bullet) The check is being made payable to someone other than
the account owner, or
(small solid bullet) The redemption proceeds are being transferred to a
Fidelity account with a different registration.
You should be able to obtain a signature guarantee from a bank, broker,
dealer, credit union (if authorized under state law), securities exchange
or association, clearing agency, or savings association. A notary public
cannot provide a signature guarantee.
SELLING SHARES IN WRITING
Write a "letter of instruction" with:
(small solid bullet) Your name,
(small solid bullet) The fund's name,
(small solid bullet) Your fund account number,
(small solid bullet) The dollar amount or number of shares to be redeemed,
signed certificates (if applicable), and
(small solid bullet) Any other applicable requirements listed in the
following table.
Mail your letter to the following address:
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
Unless otherwise instructed, Fidelity will send a check to the record
address.
TYPE OF REGISTRATION* SPECIAL REQUIREMENTS

<TABLE>
<CAPTION>
<S> <C> <C>
PHONE All accounts (small solid bullet) Maximum check request: $100,000.
(small solid bullet) You may exchange to other Fidelity
funds if both accounts are
registered with the same name(s),
address, and taxpayer ID number.
(small solid bullet) Call FSC at 1-800- 225-5270

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
Mail or in Person
(mail_graphic)(hand_graphic) Individual, Joint Tenants, Sole (small solid bullet) The letter of instruction must be
Proprietorship, Custodial (Uniform signed by all person(s) required to
Gifts/Transfers to Minors Act), sign for the account exactly as it is
General Partners registered, accompanied by
Corporations, Associations signature guarantee(s).
(small solid bullet) The letter of instruction and a
corporate resolution must be signed
by all person(s) required to sign for
Trusts the account, accompanied by
signature guarantee(s).
(small solid bullet) The letter of instruction must be
signed by the Trustee(s),
accompanied by signature
guarantee(s). (If the Trustee's name
is not registered on your account,
also provide a copy of the trust
document, certified within the last
60 days.)

</TABLE>

* IF YOU DO NOT FALL INTO ANY OF THE ABOVE REGISTRATION CATEGORIES (E.G.,
EXECUTORS, ADMINISTRATORS, CONSERVATORS OR GUARDIANS), PLEASE CALL FSC FOR
FURTHER INSTRUCTIONS.
INVESTOR SERVICES
THE FOLLOWING SHAREHOLDER SERVICES ARE APPLICABLE ONLY TO THOSE
SHAREHOLDERS WHO HAVE COMPLETED OR TERMINATED A PLAN AND HOLD SHARES OF A
FUND DIRECTLY. Planholders should consult the section titled "Rights and
Privileges of Planholders" on page of their Plan's Prospectus for a
discussion of distribution options and other pertinent data.
For accounts not associated with the Plans, Fidelity provides a variety of
services to help you manage your account.
INFORMATION SERVICES
STATEMENTS AND REPORTS that FSC sends to you include the following:
(small solid bullet) Confirmation statements (after every transaction,
except a reinvestment, that affects your account balance or your account
registration)
(small solid bullet) Account statements (quarterly)
(small solid bullet) Financial reports (every six months)
To reduce expenses, only one copy of most financial reports and
prospectuses may be mailed, even if you have more than one account in a
fund. Call FDC if you need additional copies of financial reports and
prospectuses.
FSC pays for shareholder services but not for special services, such as
producing and mailing historical account documents. You may be required to
pay a fee for special services.
TRANSACTION SERVICES
EXCHANGE PRIVILEGE. You may sell your fund shares and buy shares of other
Fidelity funds, including the Fidelity Advisor Funds, by telephone or in
writing. The shares you exchange will carry credit for any front-end sales
charge you previously paid in connection with their purchase.
Note that exchanges out of a fund are limited to four per calendar year,
and that they may have tax consequences for you. For details on policies
and restrictions governing exchanges, including circumstances under which a
shareholder's exchange privilege may be suspended or revoked, see "Exchange
Restrictions," page .
SHAREHOLDER AND ACCOUNT POLICIES

DIVIDENDS, CAPITAL GAINS, AND TAXES
Each fund distributes substantially all of its net income and capital gains
to shareholders each year. Normally, dividends and capital gains are
distributed in December.
DISTRIBUTION OPTIONS
THE FOLLOWING SHAREHOLDER AND ACCOUNT POLICIES ARE APPLICABLE ONLY TO THOSE
SHAREHOLDERS WHO HAVE COMPLETED OR TERMINATED A PLAN AND HOLD SHARES OF THE
FUNDS DIRECTLY. Planholders should consult the section titled "Rights and
Privileges of Planholders" in their Plans' Prospectus for a
discussion of distribution options and other pertinent information.
You can choose from three distribution options:
1. REINVESTMENT OPTION. Your dividend and capital gain distributions will
be automatically reinvested in additional shares of the fund. If you do not
indicate a choice on your Plans' application, you will be assigned this
option.
2. INCOME-EARNED OPTION. Your capital gain distributions will be
automatically reinvested in additional shares of the fund, but you will be
sent a check for each dividend distribution.
3. CASH OPTION. You will be sent a check for your dividend and capital gain
distributions.
For retirement accounts, all distributions are automatically reinvested.
When you are over 59 1/2 years old, you can receive distributions in cash.
When a fund deducts a distribution from its NAV, the reinvestment price is
the fund's NAV at the close of business that day. Distribution checks will
be mailed within seven days.
TAXES
As with any investment, you should consider how your investment in a fund
will be taxed. If your account is not a tax-deferred retirement account,
you should be aware of these tax implications.
TAXES ON DISTRIBUTIONS. Distributions are subject to federal income tax,
and may also be subject to state or local taxes. If you live outside the
United States, your distributions could also be taxed by the country in
which you reside. Your distributions are taxable when they are paid,
whether you take them in cash or reinvest them. However, distributions
declared in December and paid in January are taxable as if they were paid
on December 31.
For federal tax purposes, each fund's income and short-term capital gain
distributions are taxed as dividends; long-term capital gain distributions
are taxed as long-term capital gains.
Every January, Fidelity will send you and the IRS a statement showing the
taxable distributions paid to you in the previous year.
TAXES ON TRANSACTIONS. Your redemptions - including exchanges - are subject
to capital gains tax. A capital gain or loss is the difference between the
cost of your shares and the price you receive when you sell them.
Whenever you sell shares of a fund, the transfer agent will send you a
confirmation statement showing how many shares you sold and at what price.
You will also receive a transaction statement at least quarterly. However,
it is up to you or your tax preparer to determine whether this sale
resulted in a capital gain and, if so, the amount of tax to be paid. BE
SURE TO KEEP YOUR REGULAR ACCOUNT STATEMENTS; the information they contain
will be essential in calculating the amount of your capital gains.
"BUYING A DIVIDEND." If you buy shares when a fund has realized
but not yet distributed income or capital gains , you will pay the full
price for the shares and then receive a portion of the price back in the
form of a taxable distribution.
CURRENCY CONSIDERATIONS. If a fund's dividends exceed its taxable income in
any year, which is sometimes the result of currency-related losses, all or
a portion of the fund's dividends may be treated as a return of capital to
shareholders for tax purposes. To minimize the risk of a return of capital,
each fund may adjust its dividends to take currency fluctuations into
account, which may cause the dividends to vary. Any return of capital will
reduce the cost basis of your shares, which will result in a higher
reported capital gain or a lower reported capital loss when you sell your
shares. The statement you receive in January will specify if any
distributions included a return of capital.
EFFECT OF FOREIGN TAXES. F oreign governments may impose taxes on the
funds and their investments and these taxes generally will reduce the
funds' distributions. However, an offsetting tax credit or deduction may be
available to you. If so, your tax statement will show more taxable income
or capital gains than were actually distributed by the funds, but will also
show the amount of the available offsetting credit or deduction.
There are tax requirements that all funds must follow in order to avoid
federal taxation. In its effort to adhere to these requirements, a fund may
have to limit its investment activity in some types of instruments.
TRANSACTION DETAILS
THE FUNDS ARE OPEN FOR BUSINESS each day the New York Stock Exchange (NYSE)
is open. FSC normally calculates each fund's NAV as of the close of
business of the NYSE, normally 4:00 p.m. Eastern time.
EACH FUND'S NAV is the value of a single share. The NAV is computed by
adding the value of the fund's investments, cash, and other assets,
subtracting its liabilities, and dividing the result by the number of
shares outstanding.
Each fund's assets are valued primarily on the basis of market quotations.
Foreign securities are valued on the basis of quotations from the primary
market in which they are traded, and are translated from the local currency
into U.S. dollars using current exchange rates. If quotations are not
readily available, or if the values have been materially affected by events
occurring after the closing of a foreign market, assets are valued by a
method that the Board of Trustees believes accurately reflects fair value.
THE OFFERING PRICE (price to buy one share) is a fund's NAV registered
plus creation and sales charges. Creation and Sales Charges vary according
to your monthly investment amount and the duration of each Plan. Each fund
will only offer its shares publicly through the Plans. Please refer to the
Plans' prospectus for details.
Planholders who have redeemed shares under "Cancellation and Refund Rights"
(discussed in the Plans' Prospectus, page ), may not reinstate at NAV the
proceeds from such a cancellation or refund until all refunded Creation and
Sales Charges included in the cancellation have first been deducted in full
from the amount being replaced. To redeem shares from a Plan, see page 15
of the Plans' Prospectus.
WHEN YOU SIGN YOUR PLANS' APPLICATION, you will be asked to certify that
your social security or taxpayer identification number is correct and that
you are not subject to 31% backup withholding for failing to report income
to the IRS. If you violate IRS regulations, the IRS can require a fund to
withhold 31% of your taxable distributions and redemptions.
YOU MAY INITIATE MANY TRANSACTIONS BY TELEPHONE. Fidelity may only be
liable for losses resulting from unauthorized transactions if it does not
follow reasonable procedures designed to verify the identity of the caller.
Fidelity will request personalized security codes or other information, and
may also record calls. You should verify the accuracy of the confirmation
statements immediately after receipt. If you do not want the ability to
redeem and exchange by telephone, call Fidelity for instructions.
IF YOU ARE UNABLE TO REACH FIDELITY BY PHONE (for example, during periods
of unusual market activity), consider placing your order by mail.
EACH FUND RESERVES THE RIGHT TO SUSPEND THE OFFERING OF SHARES for a period
of time. Each fund also reserves the right to reject any specific purchase
order, including certain purchases by exchange. See "Exchange Restrictions"
on page . Purchase orders may be refused if, in FMR's opinion, they would
disrupt management of a fund.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at the
next NAV calculated after your order is received and accepted by the
transfer agent. Note the following:
(small solid bullet) Normally, redemption proceeds will be mailed to you on
the next business day, but if making immediate payment could adversely
affect a fund, it may take up to seven days to pay you.
(small solid bullet) Redemptions may be suspended or payment dates
postponed when the NYSE is closed (other than weekends or holidays), when
trading on the NYSE is restricted, or as permitted by the SEC.
EXCHANGE RESTRICTIONS
As a shareholder, you have the privilege of exchanging shares of a fund for
shares of other Fidelity funds. The exchange privilege is available only to
those who have completed or terminated a Plan and received shares of the
fund directly. In addition, those who have completed or terminated a Plan
and received shares directly may exchange at NAV into any of the Fidelity
funds, including the Fidelity Advisor Funds. The Fidelity family of funds
includes, among others, common stock funds, tax-exempt and corporate bond
funds and money market funds. Before you make an exchange from either fund
you should note the following:
(small solid bullet) The fund you are exchanging into must be
available for sale in your state.
(small solid bullet) You may only exchange between accounts that are
registered in the same name, address, and taxpayer identification number.
(small solid bullet) Before exchanging into a fund, read its prospectus.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) Because excessive trading can hurt fund performance
and shareholders, each fund reserves the right to temporarily or
permanently terminate the exchange privilege of any investor who makes more
than four exchanges out of the fund per calendar year. Accounts under
common ownership or control, including accounts with the same taxpayer
identification number, will be counted together for purposes of the four
exchange limit.
(small solid bullet) Each fund reserves the right to refuse exchange
purchases by any person or group if, in FMR's judgment, the fund would be
unable to invest the money effectively in accordance with its investment
objective and policies, or would otherwise potentially be adversely
affected.
(small solid bullet) Your exchanges may be restricted or refused if a fund
receives or anticipates simultaneous orders affecting significant portions
of the fund's assets. In particular, a pattern of exchanges that coincides
with a "market timing" strategy may be disruptive to a fund.
Although the funds will attempt to give you prior notice whenever they are
reasonably able to do so, they may impose these restrictions at any time.
The funds reserve the right to terminate or modify the exchange privilege
in the future.
OTHER FUNDS MAY HAVE DIFFERENT EXCHANGE RESTRICTIONS, and may impose
administrative fees of up to $7.50 and redemption fees of up to 1.50% on
exchanges. Check each fund's prospectus for details.
No dealer, sales representative, or any other person has been authorized to
give any information or to make any representations, other than those
contained in this Prospectus and in the related SAI, in connection with the
offer contained in this Prospectus. If given or made, such other
information or representations must not be relied upon as having been
authorized by the funds or FDC This Prospectus and the related SAI do not
constitute an offer by the funds or by FDC to sell or to buy shares of the
funds to any person to whom it is unlawful to make such offer.

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[This Page Intentionally Left Blank]
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PLANS APPLICATION
FIDELITY DESTINY I OR DESTINY II
GENERAL INSTRUCTIONS

1. Please print clearly with a ballpoint pen.
IMPORTANT: Application must be signed by both the Applicant(s) and
Dealer.
2. DETACH AND MAIL WITH THE INITIAL INVESTMENT TO:
Boston Financial Data Services, Inc.
P.O. Box 8300
Boston, MA 02266-8300
Note: (small solid bullet) If you have completed the Preauthorized
Check Transaction Form a voided check MUST BE ATTACHED.
(small solid bullet) If you would like BFDS to automatically
withhold 28% from all distributions the Federal Income Tax
Withholding form must be attached.
3. If registering an account under the Uniform Gifts/Transfers to Minors
Act, only one Custodian and one minor are allowed per account.
4. If registering an account as: individual, joint tenants, or custodial
account under the Uniform Gifts/Transfers to Minors Act; then supply
the Social Security Number of the registered account owner who is to
be taxed. If registering as a Uniform Gifts/Transfers to Minors, the
child is the registered account owner. If registering an account as a
trust, a corporation, partnership, organization, etc.; then supply the
Employer Identification Number of the legal entity or organization
that will report income and/or gains.

(Complete and sign reverse side)

<PAGE>
DESTINY PLANS APPLICATION
PLEASE CHECK ONE DESTINY PLANS I ___ OR DESTINY PLANS II ___

Monthly Investment Unit: $_____ My objective in adopting a long-term PLAN
Total Plan Amount: $_____ of this nature is to accumulate FUND
Initial investment SHARES for ________________
submitted herewith: $_____ Special Pricing applicable? Yes__ No__
No. of Investments:__120 __180 If yes, associated account names and/or
(10-yr. (15-yr. numbers and monthly investment unit
Plan) Plan) _________________ $_______
_________________ $_______
_________________ $_______

Special Pricing Breakpoint
REGISTER PLAN AS FOLLOWS: __________________ __________________________
(PLEASE PRINT OR TYPE) Registrant's Tax (Dealer-Use)
payer Identification
Number or Social
Security Number

Individual________________________________________________________________
(First) (Middle Initial) (Last)
Joint Tenant______________________________________________________________
(Please Print Name of Joint Registrant, if Desired)(dagger)
(First) (Middle Initial) (Last)
Gifts/Transfers to Minors________________ as Custodian for________________
(Custodian) (Minor)
under the ___________Uniform Gifts/Transfers to Minors Act.
(State)
Mailing Address___________________________________________________________
Street City State Zip
Occupation________________________________________________________________
(If Military give serial #, Rank and Branch) Citizen of Birth Date

SIGNATURE: I (We) am (are) of legal age , have received and read
Prospectuses for the Plans and Fidelity Destiny Funds: Destiny I and
Destiny II and agree to their terms. As required by federal law, I (we)
certify under penalties of perjury (1) that the Social Security or Taxpayer
Identification Number provided above is correct and (2) that the IRS has
never notified me (us) that I (we) am (are) subject to 31% backup
withholding, OR has notified me (us) that I (we) am (are) no longer subject
to such backup withholding. (Note: If part (2) of this sentence is not true
in your case, please strike out that part before signing.) Furthermore,
I (we) hereby ratify any instructions, including telephone instructions,
given on this account and agree that the Plans, Fidelity Destiny Funds:
Destiny I and Destiny II, Boston Financial Data Services, and State Street
Bank & Trust Company will not be liable for any loss, cost, or expense for
acting upon such instructions (by telephone or in writing) believed by one
or more of them to be genuine and in accordance with reasonable procedures
designed to prevent unauthorized transactions. MUTUAL FUND SHARES ARE
NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED BY, ANY DEPOSITORY
INSTITUTION. SHARES ARE NOT INSURED BY THE FDIC, FEDERAL RESERVE BOARD OR
ANY OTHER AGENCY, AND ARE SUBJECT TO INVESTMENT RISK S , INCLUDING
POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED.

MUST Date ________19__At____________________________________________
COMPLETE: City State
X________________________________ X____________________________
Signature of Registrant/Custodian Signature of Joint Registrant
(if any)(dagger)

A Preauthorized Check Form is
attached: Yes __ No __ (dagger) If Joint Registration,
Monthly Investment Date: 1st __ 15th__ both the Registrant and Joint
A Federal Tax Withholding Registrant must sign, and joint
Form is attached: Yes __ No __ tenancy with rights of survivor
Check box for Government ship will be created unless an
Allotment: __ other form of ownership is
clearly indicated.

Preassigned account number,
if applicable ________________

MAKE ALL CHECKS PAYABLE TO DESTINY I OR DESTINY II
__________________________________________________________________________
DEALER ONLY SECTION IF DOCUMENTATION IS TO BE MAILED TO
REPRESENTATIVE, PLEASE CHECK AND
DEALER'S NO. ___-___ PROVIDE ADDRESS BELOW. ___
REPRESENTATIVE'S NO. ________
________________________________ _____________________________________
Firm Name (Print) Representative's Name (Print)
________________________________ _____________________________________
Home Office Address (Print) Branch Address (Print)
________________________________ _____________________________________
X_______________________________ X____________________________________
Authorized Signature of Dealer Representative's Signature

MAIL APPLICATION AND INITIAL INVESTMENT TO BOSTON FINANCIAL DATA SERVICES,
INC., P.O. BOX 8300, BOSTON, MA 02266-8300
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PREAUTHORIZED CHECK TRANSACTION FORM
FOR STATE STREET BANK AND TRUST COMPANY

FIDELITY SYSTEMATIC INVESTMENT PLANS

(Please print clearly with ballpoint pen)
_________________________________________________________________________
ACCOUNT MONTHLY ACCOUNT
PLAN NAME: PLEASE CHECK NUMBER AMOUNT REGISTRATION
DESTINY PLANS I__ DESTINY PLANS II__ ___________________________________
DESTINY PLANS I__ DESTINY PLANS II__ ___________________________________
DESTINY PLANS I__ DESTINY PLANS II__ ___________________________________
DESTINY PLANS I__ DESTINY PLANS II__ ___________________________________

Monthly Investment
Date:( )1st or ( )15th(Should coincide with Plans Application)

Month to Begin:____(Please note: Authorization to begin or change draft
must be received no late than FIFTEEN BUSINESS DAYS prior to date of
requested change. Authorization to cancel a draft must be received no
later than FIVE BUSINESS DAYS prior to date of requested cancellation.)

A VOIDED CHECK MUST BE ATTACHED.

I (We) hereby request that the State Street Bank and Trust Company
collect deposits of funds to be made by me (us) monthly, pursuant to
my (our) investment plan(s) described below by drawing checks to its
own order on my (our) account(s).

X________________________________________ __________________
X________________________________________ __________________
Signature of Depositor(s) Date

AUTHORIZATION TO HONOR CHECKS DRAWN BY STATE STREET BANK AND TRUST COMPANY
__________________________________________________________________________

PLEASE PRINT CLEARLY WITH A As a convenience to me, I (we) hereby request
BALLPOINT PEN; IT WILL BE and authorize you to pay and charge my (our)
USED AS A MAILING LABEL account with checks drawn on my (our) account
TO NOTIFY YOUR BANK. by, and payable to, the order of the State
____________________________ Street Bank and Trust Company. I (we) agree
BANK NAME that your rights in regard to each such check
____________________________ shall be the same as if the check were drawn
STREET/P.O. BOX on you and personally by me (us). This
____________________________ authority is to remain in effect until
CITY,STATE,ZIP revoked in writing, and until you actually
____________________________ receive such notice, I (we) agree that you
BANK ACCT. # shall be fully protected on honoring any such
check.
X___________________________
X___________________________ I (We) further agree that if any such check
Name of Depositor(s) be dishonored, whether with or without cause,
and whether unintentionally or inadvertently
you shall be under no liability whatsoever.

X______________________________
X______________________________
Signature of Depositor(s)

MAIL TO BOSTON FINANCIAL DATA SERVICES, INC., P.O. BOX 8300, BOSTON, MA
02266-8300

BFDS COPY

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PREAUTHORIZED CHECK TRANSACTION FORM
FOR STATE STREET BANK AND TRUST COMPANY

FIDELITY SYSTEMATIC INVESTMENT PLANS

Monthly Investment
Date:( )1st or ( )15th(Should coincide with Plans Application)

A VOIDED CHECK MUST BE ATTACHED.

X________________________________________ __________________
X________________________________________ __________________
Signature of Depositor(s) Date

AUTHORIZATION TO HONOR CHECKS DRAWN BY STATE STREET BANK AND TRUST COMPANY
__________________________________________________________________________

X______________________________
X______________________________
Signature of Depositor(s)

MAIL TO BOSTON FINANCIAL DATA SERVICES, INC., P.O. BOX 8300, BOSTON, MA
02266-8300

BANK COPY

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FEDERAL INCOME TAX WITHHOLDING FORM
FOR FIDELITY DESTINY I OR DESTINY II

I hereby authorize and direct Boston Financial Data Services,
Inc. (Boston Financial, administrative service agent for the Fidelity
Destiny Plans) to withhold at the rate of 28 percent on all taxable
distributions paid by the Fidelity Destiny Portfolios to my
Fidelity Destiny Plans account (s) . I understand that all
amounts withheld shall be submitted to the IRS as backup withholding on
capital gains and dividend income and as a credit against my Federal
income tax liability . I will not be entitled to obtain a refund or
credit of such amount or assert any other amounts withheld with respect
to my Fidelity Destiny Plans account(s). I understand that the amount
withheld may be less than, equal to, or greater than the amount of
corresponding Federal income tax liability. I shall hold harmless and
indemnify B oston Financial , State Street Bank and Trust Company,
Fidelity Systematic Investment Plans, Fidelity Destiny Portfolios :
Destiny I and Destiny II, Fidelity Distributors Corporation (and its
affiliates) , and their respective agents against any and all
loss, costs, damages, expenses, liabilities, and claims, including ,
without limitation, IRS claims, for such amounts.

I understand that written authorization and direction to
begin or cancel withholding shall be implemented within 30 days of receipt
in good order of the requested change by B oston Financial . I
further understand that this authorization shall not be implemented if, in
B oston Financial ' s sole judgement, any information necessary
to do so has not been provided to or verified by BFDS. This service is
available only to Fidelity Destiny Plans that reinvest their
dividends and other distributions but is not available for tax-sheltered
retirement plans, including IRAs.

_____________________________________ ___________________________________
Name of Planholder (Please Print) Name of Joint Tenant (please print)
_____________________________________
Social Security or Tax Identification
Number

PLAN NAME: PLEASE CHECK ACCOUNT NUMBER(S)

DESTINY PLANS I__ DESTINY PLANS II__ ________________________________
DESTINY PLANS I__ DESTINY PLANS II__ ________________________________
DESTINY PLANS I__ DESTINY PLANS II__ ________________________________
DESTINY PLANS I__ DESTINY PLANS II__ ________________________________

X_______________________________________ ____________________
Signature of Planholder Date
X_______________________________________ ____________________
Signature of Joint Tenant Date

MAIL TO BOSTON FINANCIAL DATA SERVICES, INC., P.O. BOX 8300, BOSTON, MA
02266-8300

<PAGE>

SPONSOR
FIDELITY DISTRIBUTORS CORPORATION
82 Devonshire Street
Boston, Massachusetts 02109

FIDELITY INVESTMENTS INSTITUTIONAL
SERVICES CO., INC.
BROKER/DEALER SERVICES DIVISION
82 Devonshire Street
Boston, MA 02109
FOR INVESTMENT PROFESSIONALS OR POTENTIAL
INVESTORS SEEKING AN INVESTMENT PROFESSIONAL
RECOMMENDATION CALL:
NATIONWIDE: 1-800-433-0734
IN ALASKA OR OVERSEAS (CALL COLLECT): 617-328-5000

CUSTODIAN
STATE STREET BANK AND TRUST COMPANY
Boston, Massachusetts

TRANSFER AND SHAREHOLDERS'
SERVICING AGENT
BOSTON FINANCIAL DATA SERVICES, INC.
P.O. Box 8300
Boston, Massachusetts 02266-8300
FOR ACTIVE PLANS CALL:
Nationwide: 1-800-225-5270

FIDELITY SERVICE CO.
P.O. Box 660602
Dallas, TX 75266-0602
Nationwide: 1-800-544-7777

AUDITORS
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts

I.BD-DESPRO-119 6

Printed on recycled paper

EXHIBITS
1. A. (1) Custodian Agreement, as amended and restated, dated September 16,
1994 between Fidelity Distributors Corporation and State Street Bank and
Trust Company is incorporated herein by reference to Exhibit 1.A.(1) of
Post-Effective Amendment No. 62.
(2) None.
(3) (a) Not applicable.
(b) Plan Dealer Agreement is incorporated herein by reference to Exhibit
1.A.(3)(b) of Post-Effective Amendment No. 62.
(c) Dealer Commission and Service Fee Schedule is incorporated herein by
reference to Exhibit 1.A.(3)(c) of Post-Effective Amendment No. 62.
(4) None.
(5) (a) Not applicable.
(b) Not applicable.
(6) Articles of Incorporation and By-laws of Fidelity Distributors
Corporation are incorporated herein by reference to Exhibit 1.A.(6) of
Post-Effective Amendment No. 50.
(7) The Consolidated Financial Statements of Seaboard Surety Company, for
the fiscal year ended December 31, 1995, are electronically filed herein as
Exhibit 1.A(7).
(8) Franchise Agreement dated August 2, 1984 between Fidelity
Distributors Corporation and Fidelity Destiny Portfolios, on behalf of
Destiny I, is incorporated herein by reference to Exhibit 1.A.(8)(a) of
Post-Effective Amendment No. 62.
Franchise Agreement dated December 30, 1985 between Fidelity
Distributors Corporation and Fidelity Destiny Portfolios, on behalf of
Destiny II, is incorporated herein by reference to Exhibit 1.A.(8)(b) of
Post-Effective Amendment No. 62.
(9) None.
(10) Not applicable.
2. Not applicable.
3. Audited Financial Statements, for the fiscal year ended September 30,
1996, are filed herein as part of the Prospectus.
4. Not applicable.

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
of the requirements for the effectiveness of this Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Post-Effective Amendment No. 63 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Boston, and Commonwealth of Massachusetts, on the 14th day
of November 1996.

FIDELITY DISTRIBUTORS CORPORATION
By /s/Neal Litvack
Neal Litvack, President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

(Signature) 1.0 (Title) (Date)

/s/Neal Litvack President November 14, 1996

Neal Litvack

/s/Caron Ketchum Treasurer November 14, 1996

Caron Ketchum

/s/Edward C. Johnson 3d Director November 14, 1996

Edward C. Johnson 3d

/s/Michael Mlinac Director November 14, 1996

Michael Mlinac

SEABOARD SURETY COMPANY
Statutory Financial Statements
December 31, 1995 and 1994
The Board of Directors
Seaboard Surety Company:
We have audited the accompanying statutory statements of admitted assets,
liabilities, capital stock and surplus of Seaboard Surety Company (a
wholly-owned subsidiary of St. Paul Fire and Marine Insurance Company) as
of December 31, 1995 and 1994 and the related statutory statements of
income, capital stock and surplus and cash flows for the years then ended.
These financial statements are the responsibility of the company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits 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 are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. 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 audits
provide a reasonable basis for our opinion.
As described in note 2, the accompanying financial statements have been
prepared in conformity with accounting practices prescribed or permitted by
the Insurance Department of the State of New York. These practices differ
in some respects from generally accepted accounting principles.
Accordingly, the financial statements referred to above are not intended to
present, and in our opinion do not present fairly, the company's financial
position, results of operations, and cash flows in conformity with
generally accepted accounting principles.
Also, in our opinion, the aforementioned financial statements present
fairly, in all material respects, the admitted assets, liabilities, capital
stock and surplus of Seaboard Surety Company at December 31, 1995 and 1994,
and its income and its cash flows for the years then ended, on the basis of
accounting described in note 2.
May 15, 1996
Admitted Assets
1995 1994
Cash and invested assets:
Bonds $274,862 $237,010
Affiliated common stock 10,509 10,229
Cash 1,305 1,412
Short-term investments 9,537 11,713
Total cash and invested assets 296,213 260,364
Agents' balances and uncollected premiums, net (1,599) 1,333
Reinsurance recoverable (2,386) 1,556
Interest accrued 4,506 3,827
Receivable from affiliates -- 2,106
Other assets 1,416 2,965
Total admitted assets $298,150 $272,151
Liabilities, Capital Stock and Surplus
Liabilities:
Losses $ 59,805 $ 49,687
Loss adjustment expenses 13,472 11,035
Contingent commissions 490 1,110
Other expenses 2,116 1,974
Taxes, licenses and fees 360 1,080
Federal and foreign income taxes 3,082 227
Unearned premiums 69,409 66,498
Policyholder dividends 2,523 2,260
Provision for reinsurance 1,916 4,224
Excess of statutory reserves over statement
reserves 712 806
Payable to affiliates 3,366 --
Payable for securities -- 3,811
Other liabilities 1,945 2,630

Total liabilities 159,196 145,342
Capital stock and surplus:
Capital stock 5,000 5,000
Paid-in surplus 17,484 17,484
Unassigned surplus 116,470 104,325
Total capital stock and surplus 138,954 126,809

Total liabilities, capital stock and surplus $298,150 $272,151

See notes to statutory financial statements.
1995 1994
Underwriting gain:
Premiums earned $61,499 $59,976
Losses incurred $15,392 $12,334
Loss adjustment expenses incurred 7,376 9,060
Underwriting expenses incurred 36,155 38,225
Total underwriting deductions 58,923 59,619
Net underwriting gain 2,576 357
Investment income:
Net investment income earned 18,886 16,441
Net realized capital gains (losses) (10) 113
Net investment gain 18,876 16,554
Other expense (75) (957)
Net income before dividends to policyholders and
federal and foreign income taxes 21,377 15,954
Dividends to policyholders 1,128 775
Net income before federal and foreign income
taxes 20,249 15,179
Federal and foreign income taxes incurred 4,934 4,588
Net income $15,315 $10,591
See notes to statutory financial statements.

1995 1994
Capital stock and surplus at beginning of year $126,809 $118,660
Gains (losses) in surplus:
Net income 15,315 10,591
Net unrealized capital gains (losses) 280 (449)
Change in non-admitted assets (871) 4,016
Change in provision for reinsurance 2,308 (1,125)
Change in excess of statutory reserves over
statement reserves 94 566
Dividends to stockholder (5,270) (5,270)
Other surplus changes 289 (180)
Total change in surplus 12,145 8,149
Capital stock and surplus at end of year $138,954 $126,809
See notes to statutory financial statements.
SEABOARD SURETY COMPANY
Statutory Statements of Cash Flows
Year Ended December 31, 1995 and 1994
(In thousands of dollars)
1995 1994
Cash provided:
From operations:
Premiums collected net of reinsurance $66,416 $62,062
Loss and loss adjustment expenses paid (6,161) (1,949)
Underwriting expenses paid (37,476) (36,210)
Cash from underwriting 22,779 23,903
Investment income 18,294 16,211
Other expenses, including dividends to
policyholders (939) (2,048)
Income taxes paid (196) (7,043)
Net cash from operations 39,938 31,023
Proceeds from investments sold, matured or repaid:
Bonds 11,150 16,654
Real estate -- 614
Change in receivable for securities (82) --
Total investment proceeds 11,068 17,268
Net transfers from affiliates 5,471 712
Other sources 902 4,694
Total cash provided 57,379 53,697
Cash applied:
Cost of investments acquired:
Bonds 48,975 40,944
Change in payable for securities 3,811 (3,811)
Total investments acquired 52,786 37,133
Dividends to stockholder 5,270 5,270
Other applications 1,606 9,187
Total cash applied 59,662 51,590
Net increase (decrease) in cash and
short-term investments (2,283) 2,107
Cash and short-term investments:
Beginning of year 13,125 11,018
End of year $10,842 $13,125

See notes to statutory financial statements.
(1) Affiliation
Seaboard Surety Company (the company) is a wholly-owned subsidiary of St.
Paul Fire and Marine Insurance Company (Fire and Marine), which is a
wholly-owned subsidiary of The St. Paul Companies, Inc. (SPC). Both of
these companies provide certain investment, administrative and data
processing services to the company. The company provides certain
underwriting, reinsurance, claim adjusting and premium collection services
to Fire and Marine and two of its affiliated insurers under a management
agreement to conduct surety business on their behalf. The cost of
providing these services is charged to the respective companies based on
usage or estimates of the time spent for the benefit of each company.
(2) Summary of Significant Accounting Policies
Basis of Financial Statement Presentation
The accompanying statutory financial statements have been prepared in
conformity with accounting practices prescribed or permitted by the
Insurance Department of the State of New York, which vary in some respects
from generally accepted accounting principles (GAAP). The company has no
material permitted statutory accounting practices.
The more significant differences between statutory accounting practices
and GAAP are as follows:
a) Acquisition costs, such as commissions, premium taxes and other
underwriting expenses are expensed when incurred, rather than deferred and
amortized to expense evenly over the policy term.
b) Certain assets are designated as "non-admitted assets" and charged
directly to unassigned surplus. The company's non-admitted assets
consisted primarily of agents' balances and uncollected premiums over 90
days past due.
c) Deferred federal income taxes are not provided for the temporary
differences related to assets and liabilities that are recognized in
different years for tax purposes than for financial reporting purposes.
d) On certain lines of insurance, statutory loss and loss expense reserves
are required in excess of amounts considered adequate by the company and
have been provided and charged directly to unassigned surplus.
e) A provision is made for unearned premiums and losses recoverable in
excess of funds held on business reinsured with unauthorized reinsurers and
for past due paid loss recoverables from reinsurers. This provision for
reinsurance is charged directly to unassigned surplus.
f) Ceded reinsurance recoverables for unpaid losses, loss adjustment
expenses and unearned premiums are netted against the related reserves,
rather than recorded as assets.
g) Bonds are carried primarily at amortized cost, where for GAAP, bonds
classified as "available-for-sale" are carried at estimated market value
with unrealized gains and losses recorded in unassigned surplus.
h) The equity in the earnings or losses of unconsolidated affiliates
valued using the equity method is recorded as net unrealized capital gains
or losses in unassigned surplus, rather than in net income.
i) The translation adjustment for assets and liabilities denominated in a
foreign currency is recorded as a liability, rather than as an adjustment
to the respective assets and liabilities.

(2) Summary of Significant Accounting Policies (Continued)
Basis of Financial Statement Presentation (Continued)
j) The transition obligation for postretirement benefits other than
pension that relates to services rendered prior to January 1, 1992 is
amortized over 20 years. For GAAP, the company fully recognized the
transition obligation in 1992.
Reclassifications
Some figures were reclassified in the 1994 financial statements to conform
with the 1995 presentation. This had no effect on net income or capital
stock and surplus as previously reported for 1994.
Investments in Companies Not Consolidated
The company's common stock investment in Seaboard Surety Company of Canada
is carried on the equity method at its underlying net asset value.
Description of Business
The company writes contract surety, miscellaneous surety and various
specialty casualty lines of business throughout the United States. A
substantial portion of the premium volume is dependent upon the activity in
the construction industry. Coverage is provided through brokers and
independent agents. During 1995, there was one producer group that
accounted for a substantial amount (approximately 16%) of the company's
direct premiums written.
Unlike insurance policies, surety bonds are three party contracts that
require the company to provide coverage once a bond is issued, regardless
of whether the premium is paid and the company may not reduce claim
payments by the amount of premium due. The company's exposure to credit
risk in this area is mitigated by its underwriting expertise which, in
part, consists of credit risk assessment.
Use of Estimates
In preparing the statutory financial statements, management is required to
make estimates and assumptions that affect the reported financial statement
balances as well as the disclosure of contingent assets and liabilities.
Actual results could differ from those estimates. The most significant
estimate reflected in the accompanying statutory financial statements is
the estimate of loss and loss adjustment expense reserves.
Investments
Bonds are carried at the values specified by the National Association of
Insurance Commissioners (NAIC), which primarily reflect amortized cost. If
the NAIC specifies a value lower than amortized cost, the difference
between this value and amortized cost is recorded directly to unassigned
surplus as an unrealized capital loss. The amortization of premiums or
discounts is recorded in investment income.
Net realized capital gains or losses from the sales of bonds are
determined on a specific identification basis.
Short-term investments are carried at amortized cost, which approximates
market.

(2) Summary of Significant Accounting Policies (Continued)
Premiums Earned
Insurance premiums are earned evenly over the policy terms. The premiums
not yet recognized as revenues are recorded as unearned premiums.
Loss and Loss Adjustment Expense Reserves
Loss and loss adjustment expense (LAE) reserves reflect estimates of the
total losses and loss adjustment expenses that will ultimately have to be
paid under insurance and reinsurance policies. These losses include claims
that have been reported but not settled and losses that have been incurred
but not yet reported (IBNR). Loss reserves are established on an
undiscounted basis after reductions for reinsurance recoverable and
estimates of salvage and subrogation. The company's estimated salvage and
subrogation recoverable was $18.9 million and $16.2 million at December
31, 1995 and 1994, respectively.
For reported losses, reserves are established on a "case" basis within the
parameters of coverage provided in the related policy. For IBNR losses,
reserves are estimated using established actuarial methods. Case and IBNR
loss reserve estimates reflect such variables as past loss experience,
social trends in damage awards, changes in judicial interpretation of legal
liability and policy coverages, and inflation. The company takes into
account not only monetary increases in the cost of what is insured, but
also changes in societal factors that influence jury verdicts and case law
and, in turn, claim costs.
Some of the coverages offered involve claims that may not ultimately be
settled for many years after they are incurred, so subjective judgments as
to the ultimate exposure to losses are an integral and necessary component
of the loss reserving process. Reserves are continually reviewed using a
variety of statistical and actuarial techniques to analyze current claim
costs, frequency and severity data, and prevailing economic, social and
legal factors. Reserves established in prior years are adjusted as loss
experience develops and new information becomes available. Adjustments to
previously estimated reserves are reflected in financial results in the
periods in which they are made. The company believes that the reserves
established for losses and loss adjustment expenses are adequate to cover
their eventual costs.
Foreign Currency Translation
Assets, liabilities, revenues and expenses denominated in foreign currency
are included in the accompanying financial statements at the foreign
currency amounts. The net assets denominated in foreign currency are
translated at year-end exchange rates and the adjustment into U.S. dollars
is reflected as a liability in the accompanying financial statements. The
change in the liability is charged or credited directly to unassigned
surplus. Foreign exchange gains and losses resulting from foreign currency
transactions are recorded in other expense in the statement of income.

(3) Bonds
The following presents the admitted asset value, gross unrealized
appreciation and depreciation and estimated market value of investments in
bonds:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
December 31, 1995
(In thousands)
Gross Gross
Admitted Unrealized Unrealized Estimated
Asset Value Appreciation Depreciation Market Value
U.S. government $ 53,718 $ 3,450 $ (37) $ 57,131
States and political subdivisions 121,279 10,233 -- 131,512
Foreign governments 3,669 229 -- 3,898
Corporate securities 41,893 2,280 (40) 44,133
Mortgage-backed securities 54,303 2,804 (105) 57,002

Total bonds $274,862 $18,996 $(182) $293,676

December 31, 1994
(In thousands)
Gross Gross
Admitted Unrealized Unrealized Estimated
Asset Value Appreciation Depreciation Market Value
U.S. government $ 55,186 $ -- $ (4,395) $ 50,791
States and political subdivisions 96,598 4,837 (193) 101,242
Foreign governments 3,023 98 (3) 3,118
Corporate securities 42,217 46 (3,942) 38,321
Mortgage-backed securities 39,986 863 (1,733) 39,116
Total bonds $237,010 $5,844 $(10,266) $232,588
</TABLE>
The company's gross realized capital gains on sales and redemptions of
bonds were $4,641 and $112,692 in 1995 and 1994, respectively. The company
had $14,428 gross realized capital losses in 1995 and had no gross realized
capital losses in 1994.
The following presents a summary of proceeds from the sales and maturities
of bonds:
Year Ended December 31,
1995 1994
(In thousands)
Sales $ 1,080 $ 3,160
Maturities and redemptions 10,070 13,494
Total sales and maturities $11,150 $16,654
(3) Bonds (Continued)
Presented below is a breakdown of the bond portfolio by years to maturity.
For certain bonds, the period of time until maturity may differ from that
shown below as a result of calls and prepayments.
December 31, 1995
(In thousands)
Admitted Estimated
Asset Value Market Value

One year or less $ -- $ --
Over one year through five years 8,371 8,896
Over five years through ten years 85,594 92,098
Over ten years 126,594 135,680
Mortgage-backed securities with
various maturities 54,303 57,002
Total bonds $274,862 $293,676
Bonds carried at $9,453,719 were on deposit at December 31, 1995 for
regulatory authorities as required by law.
(4) Agents' Balances and Uncollected Premiums, Net
Agents' balances and uncollected premiums, net consist of the following:
December 31,
1995 1994
(In thousands)
Agents' balances and uncollected
premiums before reinsurance $ 4,726 $10,399
Ceded reinsurance balances payable:
Affiliated (1,282) (1,768)
Unaffiliated (5,043) (7,298)
Agents' balances and uncollected
premiums, net $(1,599) $ 1,333

(5) Loss and Loss Adjustment Expense Reserves
The accompanying table presents a reconciliation of beginning and ending
loss and LAE reserves for the last two years.
Year Ended December 31,
1995 1994
(In thousands)
Loss and LAE reserves at beginning
of year $60,722 $52,246
Provision for losses and LAE for
claims incurred:
Current year 24,605 22,558
Prior years (1,837) (1,164)
Total incurred 22,768 21,394
Loss and LAE payments for claims
incurred:
Current year (1,450) (1,915)
Prior years (8,763) (11,003)
Total paid (10,213) (12,918)
Loss and LAE reserves at end of
year $73,277 $60,722
In 1995, the current year loss and loss adjustment expenses incurred were
$24.6 million, an increase of $2.0 million over 1994. This increase was
primarily related to the specialty liability lines of business.
The reconciliation also shows a $2.2 million reduction in 1995 for losses
paid for claims incurred in prior years compared with 1994. The majority
of the 1995 decrease was related to salvage and subrogation recoveries that
exceeded 1994 levels. In 1995 and 1994, the majority of paid losses and
loss adjustment expenses were related to claims in prior years, which is
typical for the company's lines of business.

(6) Environmental and Asbestos Claims
The company has minimal potential exposure to environmental and asbestos
claims through its discontinued participation in assumed reinsurance pools.
Primarily all of the identified exposures are for environmental claims.
Since the company has no exposure on a direct basis, its gross and net
losses are the same. The company's environmental and asbestos related
losses associated with its pool participation for the two most recent
calendar years were as follows:
Year Ended December 31,
1995 1994
(In thousands)
Losses and Loss Adjustment
Expenses (LAE):
Loss and LAE reserves at
beginning of year $2,941 $2,891
Incurred losses and LAE 1,149 538
Calendar year payments for
losses and LAE (1,115) (488)
Loss and LAE reserves at end
of year $2,975 $2,941
These amounts include incurred but not reported loss and loss adjustment
expense reserves in the amount of $1.7 million on a gross and net basis at
December 31, 1995.
Total environmental and asbestos loss and loss expense reserves of $3.0
million at December 31, 1995, represented approximately 4% of total loss
and loss expense reserves of $73.3 million.
(7) Reinsurance
The company enters into both assumed and ceded reinsurance transactions
and has various ceded reinsurance agreements in force on all lines of
business to protect itself from potential losses in excess of what
management feels are reasonable retentions of risk. Reinsurance may be
placed or accepted on an individual policy basis or on an entire line of
business.
Reinsurance amounts included in the company's financial statements are
shown in the following table:
Year Ended December 31,
1995 1994
(In thousands)
Assumed reinsurance:
Written premiums $ 442 $ 100
Earned premiums $ 233 $ 193
Ceded reinsurance:
Written premiums $36,256 $42,545
Earned premiums $42,195 $46,441
Losses and loss adjustment
expenses incurred $ (1,784) $10,082
Recoverables at year-end:
Loss and loss adjustment
expense reserves $59,771 $54,307
Unearned premiums $25,639 $31,578

(7) Reinsurance (Continued)
The largest unaffiliated portion (approximately 15%) of the company's
total reinsurance recoverables and ceded unearned premiums was with General
Reinsurance Corporation at December 31, 1995. This company is rated "A++"
by A.M. Best Company, "Aaa" by Moody's Investors Service and "AAA" by
Standard & Poor's for its property-liability insurance claims-paying
ability.
The company expects the companies to whom it has ceded reinsurance to
honor their obligations; accordingly, reserves for losses and loss
adjustment expenses and unearned premiums have been reduced by the amounts
shown in the preceding table. In the event these companies are unable to
honor their obligations, the company would be liable for these amounts.
Intercompany Reinsurance
The company ceded approximately 9% of its direct premiums written in 1995
and 8% in 1994 to Fire and Marine under various intercompany reinsurance
agreements. The underwriting results related to these agreements are as
follows:
Year Ended December 31,
1995 1994
(In thousands)
Ceded underwriting results:
Premiums written $ 8,808 $ 8,920
Premiums earned 9,604 $10,048
Losses and loss adjustment
expenses (1,607) 2,356
Underwriting expenses 3,373 3,393
Underwriting gain ceded to
Fire and Marine $ 7,838 $ 4,299
Cancellation of Reinsurance Agreements
Return commissions would be due from (to) reinsurers if the company or the
reinsurers canceled all of the company's assumed or ceded reinsurance. The
maximum potential benefit to (reduction in) the company's capital stock and
surplus, on a pretax basis, if all reinsurance agreements had been canceled
as of December 31, 1995, is as follows (in thousands):
Return
Commissions
Assumed reinsurance $ 16
Ceded reinsurance $(9,443)

(8) Federal and Foreign Income Taxes
Income Taxes Incurred
Fire and Marine, the company and other affiliated companies are included
in the consolidated federal income tax return filed by SPC. Under the
intercompany tax allocation policy, the company computes its current
federal income taxes as if the company were filing a separate federal tax
return and settles such amounts with SPC.
Year Ended December 31,
1995 1994
(In thousands)
Federal income taxes $4,740 $2,895
Foreign income taxes 194 1,693
Total income taxes incurred $4,934 $4,588
Effective Federal Tax Rate
The total federal income taxes incurred differed from the statutory tax
rate of 35% applied to net income before federal and foreign income taxes
for the following reasons:
Year Ended December 31,
1995 1994
(In thousands)
Federal income tax expense
at statutory rate $7,087 $5,313
Increase (decrease)
attributable to:
Non-taxable investment income (1,985) (1,987)
Unearned premiums 204 397
Foreign tax credit (296) (373)
Other, net (270) (455)
Federal income taxes
incurred $4,740 $2,895
IRS Examinations
The Internal Revenue Service has examined SPC's consolidated returns
through 1992 and is currently examining the years 1993 and 1994. The
company believes that any additional taxes assessed as a result of these
examinations would not materially affect its net income, liquidity or
surplus.
(9) Retirement Plans
Pension Plan
SPC maintains a non-contributory, funded defined benefit pension plan (SPC
Plan) that provides pension benefits to substantially all company
employees. Pension benefits vest after five years of service and are based
on years of service and the highest average monthly salary during five
consecutive years of the employee's last ten years of employment.
(9) Retirement Plans (Continued)
Pension Plan (Continued)
Contributions to the plan are to provide for current service cost and any
unfunded projected benefits obligation over a specified period of time. It
is the funding policy of SPC to contribute amounts sufficient to meet the
minimum funding requirements of the Employee Retirement Income Security
Act, and any additional amounts which may be necessary. This may result in
no contribution being made in a particular year. SPC charges each
participating subsidiary for its allocable share of such contributions
based on a percentage of payroll adjusted by its estimated funding status.
SPC pension cost and the accrued pension liability is determined in
accordance with Statement of Financial Accounting Standards (SFAS) No. 87,
"Employers' Accounting for Pensions".
The following table details the components of the SPC Plan net pension
cost allocated to the company in 1995 and 1994:
Year Ended December 31,
1995 1994

(In thousands)
Service cost - benefits earned
during the year $ 769 $ 945
Interest cost on projected benefits
obligation 1,090 966
Actual return on plan assets (4,108) (159)
Net amortization and deferral 2,444 (1,362)
Net periodic pension cost $ 195 $ 390
The following table summarizes the funded status of the SPC Plan for 1995
and 1994:
December 31,
1995 1994
(In thousands)
Accumulated benefits obligation:
Vested $243,474 $171,351
Nonvested 33,398 22,389

Subtotal 276,872 193,740
Effect of projected salary increases 81,977 83,062
Projected benefits obligation 358,849 276,802
Plan assets at fair value 329,007 227,970
Assets less than projected benefits
obligation 29,842 48,832
Unrecognized net gain (loss) (2,876) 8,053
Unrecognized net asset at transition 7,844 9,253
Unrecognized prior service cost 261 228
Accrued pension liability for the
SPC Plan $ 35,071 $ 66,366
(9) Retirement Plans (Continued)
Pension Plan (Continued)
The portion of the SPC Plan accrued pension liability in the preceding
table that is recorded as a liability of the company was $1,879,390 and
$1,433,921 as of December 31, 1995 and 1994, respectively.
This plan uses the services of an independent actuary to assist in the
determination of pension cost and obligation. Pension cost is determined
using assumptions at the beginning of the year. The funded status is
determined using the assumptions at the end of the year. Assumptions as of
December 31 used to determine pension cost and projected benefits
obligation are as follows:
1995 1994 1993
Discount rate 6.75% 8.00% 6.25%
Rate of increase in compensation 3.75% 5.00% 4.25%
Expected rate of return on plan
assets 9.00% 9.00% 9.00%
The SPC Plan assets are invested primarily in equities and fixed
maturities, and included 380,172 shares of SPC common stock with a market
value of $21.1 million and $17.0 million at December 31, 1995 and 1994,
respectively.
SPC maintains a non-contributory, unfunded pension plan to provide certain
company employees with pension benefits in excess of limits imposed by
federal tax law. The company recorded a liability of $668,804 and $522,050
related to this plan at December 31, 1995 and 1994, respectively.
Employee Stock Ownership Plan
The company participates in an Employee Stock Ownership Plan (ESOP)
maintained by SPC. The plan was established to purchase shares of SPC
stock on the open market for allocation to qualified U.S.-based employees.
In 1995 and 1994, the company recorded expense related to this plan of
$448,740 and $480,788, respectively.
Preferred Stock Ownership Plan
The company participates in a Savings Plus Preferred Stock Ownership Plan
(PSOP) maintained by SPC. The PSOP allocates preferred shares
semi-annually to those employees participating in the SPC Savings Plus
Plan. The allocation is equivalent to 60% of employees' contributions up
to a maximum of 6% of their salary plus shares equal to the value of
dividends on previously allocated shares. Each share is currently
convertible into four shares of SPC common stock. In 1995 and 1994, the
company recorded expense related to this plan of $438,172 and $551,830,
respectively.
Postretirement Benefits Other Than Pension
In addition to providing pension benefits, SPC provides certain health
care and life insurance benefits for retired employees and their eligible
dependents. Most employees will become eligible for these benefits if they
retire while working for the company. The cost of these benefits is shared
with the retiree. The benefits are generally provided through the SPC
Employee Benefits Trust, to which periodic contributions are made to cover
benefits paid during the year.

(9) Retirement Plans (Continued)
Postretirement Benefits Other Than Pension (Continued)
The company's postretirement benefits cost and the accrued postretirement
benefits liability is determined in accordance with SFAS No. 106,
"Employers' Accounting for Postretirement Benefits Other Than
Pensions". The company accrues postretirement benefits expense during the
period of the employee's service. The company accrues postretirement
benefits expense and the related postretirement benefits liability as if
the company had sponsored its own freestanding plan. The transition
obligation for benefits relating to services rendered prior to the 1992
implementation date is being amortized over 20 years.
The following table details the components of the company's net periodic
postretirement benefits cost for 1995 and 1994:
Year Ended December 31,
1995 1994
(In thousands)
Service cost - benefits attributed to
service during the year $126 $187
Interest cost on accumulated postretirement
benefits obligation 276 271
Actual return on plan assets -- --
Net amortization and deferral 104 115
Net periodic postretirement benefits cost $506 $573
The following table summarizes the company's portion of the funded status
of the SPC Plan.
December 31,
1995 1994
(In thousands)
Accumulated postretirement benefits obligation:
Retirees $1,941 $1,723
Fully eligible active plan participants 544 258
Other active plan participants 1,485 1,008
Subtotal 3,970 2,989
Plan assets at fair value -- --
Assets less than accumulated postretirement
benefits obligation 3,970 2,989
Unrecognized transition obligation (1,896) (2,014)
Unrecognized net gain (loss) (443) 284
Unrecognized prior service cost 221 235
Accrued postretirement benefits liability $1,852 $1,494

(9) Retirement Plans (Continued)
Postretirement Benefits Other Than Pension (Continued)
This plan uses the services of an independent actuary to assist in the
determination of benefits cost and obligation. Postretirement benefits
cost is determined using assumptions at the beginning of the year. The
funded status is determined using the assumptions at the end of the year.
Assumptions as of December 31 used to determine the postretirement benefits
cost and accumulated postretirement benefits obligation are as follows:
1995 1994 1993
Discount rate 7.00% 8.50% 7.00%
Rate of increase in compensation 3.75% 5.00% 4.25%
Expected rate of return on plan assets 8.00% 8.00% 7.50%
A health care inflation rate of 8% was assumed to change to 7.5% in 1996,
decrease annually to 5% in 2002 and then remain at that level. This
inflation rate assumption has a significant impact on the health care
portion of the postretirement benefits. For example, a 1% increase in this
rate would have increased the accumulated postretirement benefits
obligation at December 31, 1995 by $512,659 and the 1995 periodic benefits
cost by $77,087.
(10) Capital Stock and Surplus
The number of authorized, issued and outstanding shares of common stock is
500,000. All authorized shares have a par value of $10.
The maximum amount of dividends that can be paid by New York insurance
companies to stockholders during a twelve month period without prior
approval of the New York Superintendent of Insurance is restricted to the
lesser of 10% of capital stock and surplus or net investment income,
adjusted to include carry forward of available net investment income from
the two preceding years. Capital stock and surplus for Seaboard Surety
Company at December 31, 1995 was $138,953,954 and adjusted net investment
income was $39,751,693. The maximum dividend payment which may be made in
1996 without prior approval is $13,895,395. Dividends are paid as
determined by the board of directors. Dividends on common stock amounted
to $5,270,000 in both 1995 and 1994.
(11) Commitments and Contingencies
Lease Commitments
The company carries on portions of its business activities in rented
premises. It also enters into leases for equipment, such as office
machines and computers. The total rent expense was $4,178,908 in 1995 and
$4,865,000 in 1994.
Certain leases for rented premises and equipment are noncancelable and the
company would remain responsible for payment even if it stopped using the
space or equipment. On December 31, 1995, the minimum annual rents for
which the company would be liable under these types of leases are as
follows: $3,865,000 in 1996; $3,281,000 in 1997; $2,780,000 in 1998;
$2,891,000 in 1999; $2,200,000 in 2000; and $7,397,000 in later years.

(11) Commitments and Contingencies (Continued)
Legal Matters

In the ordinary course of conducting business, the company has been named
as a defendant in various lawsuits. Some of these lawsuits attempt to
establish liability under insurance contracts issued by the company.
Plaintiffs in these lawsuits are asking for money damages or to have the
court direct the activities of the company in certain ways. The company
believes that the total amounts that it will ultimately have to pay in all
of these lawsuits will have no material effect on its surplus.
(12) Transactions with Affiliates
During 1994, the company sold its investment real estate, computer
equipment and furniture and fixtures to Fire and Marine at their aggregate
book value of $5.1 million. The sale of the company's furniture and
fixtures resulted in a $3.4 million increase in capital stock and surplus,
resulting from the reduction in non-admitted assets.
(13) Collateral Held
During the normal course of business, the company receives collateral from
principals for certain surety bonds issued. The collateral is held until
the company has been discharged from all liability under these surety bonds
and has received payment for all amounts due. As of December 31, 1995 the
collateral held for surety bonds which is not reflected on the accompanying
financial statements amounted to $92.9 million.
May 15, 1996
KPMG Peat Marwick LLP
4200 Norwest Center
90 South Seventh Street
Minneapolis, MN 55402-3900
Ladies and Gentlemen:
We are writing at your request to confirm our understanding that your
audits of the statutory statements of admitted assets, liabilities, and
surplus of Seaboard Surety Company as of December 31, 1995 and 1994, and
the related statutory statements of income, capital and surplus, and cash
flows for the years then ended, were made for the purpose of expressing an
opinion as to whether the statutory financial statements present fairly, in
all material respects, the financial position of Seaboard Surety Company,
and the results of its operations, and its cash flows in conformity with
accounting practices prescribed or permitted by the Insurance Department of
the State of New York. In connection with your audits we confirm, to the
best of our knowledge and belief, the following representations made to you
during your audits:
1. We have made available to you:
a. All financial records and related data.
b. All minutes of the meetings of stockholders, directors, and committees
of directors, as described in our Certificates re Minutes Book dated May
15, 1996.
2. There have been no:
a. Irregularities involving any member of management or employees who have
significant roles in the internal control structure.
b. Irregularities involving other employees that could have a material
effect on the financial statements.
c. Communications from regulatory agencies concerning noncompliance with,
or deficiencies in, financial reporting practices that could have a
material effect on the financial statements.
d. Violations or possible violations of laws or regulations, the effects of
which should be considered for disclosure in the financial statements or as
a basis for recording a loss contingency.
KPMG Peat Marwick LLP
May 15, 1996
Page 2
3. There are no:
a. Unasserted claims or assessments that our lawyers have advised us are
probable of assertion and must be disclosed in accordance with Statement of
Financial Accounting Standards No. 5 (SFAS No. 5).
b. Material liabilities or gain or loss contingencies (including oral and
written guarantees) that are required to be accrued or disclosed by SFAS
No. 5.
c. Material transactions that have not been properly recorded in the
accounting records underlying the financial statements.
d. Events that have occurred subsequent to the balance sheet date that
would require adjustment to or disclosure in the financial statements.
4. Provision, when material, has been made for:
a. Loss to be sustained in the fulfillment of, or from inability to
fulfill, any sales commitments, including securities, other assets or
specific blocks of business.
b. Loss to be sustained as a result of purchase commitments for securities
or other assets at prices in excess of the prevailing market prices.
c. Loss to be sustained on securities or other assets whose value has been
impaired on an other-than-temporary basis.
5. The Company has no plans or intentions that may materially affect the
carrying value or classification of admitted assets and liabilities.
6. The Company has satisfactory title to all owned assets, and there are no
liens or encumbrances on such assets nor has any asset been pledged, except
as disclosed in the financial statements.
7. The Company has complied with all aspects of contractual agreements that
would have a material effect on the financial statements in the event of
noncompliance.
8. All reinsurance transactions entered into by the Company are final and
there are no side agreements with reinsurers, or other terms in effect,
which allow for the modification of terms under existing reinsurance
arrangements. Furthermore, the Company's reinsurance arrangements meet the
risk transfer provisions of Chapter 22 of the NAIC's Accounting Practices
and Procedures Manual--Property and Liability Companies or are accounted
for as deposits.
9. The following have been properly recorded or disclosed in the financial
statements:
a. Related party transactions and related amounts receivable or payable,
including sales, purchases, loans, transfers, leasing arrangements, and
guarantees.
KPMG Peat Marwick LLP
May 15, 1996
Page 3
b. Significant common ownership or management control relationships
requiring disclosure.
c. Capital stock repurchase options or agreements or capital stock reserved
for options, warrants, conversions, or other requirements.
d. Arrangements with financial institutions involving compensating balances
or other arrangements involving restrictions on cash balances and lines of
credit or similar arrangements.
e. Agreements to repurchase assets previously sold.
f. Material changes in accounting principles affecting consistency.
10. The company has both the ability and the intent to retain during the
next fiscal year or until cost is recoverable, its marketable securities,
whose cost presently exceeds current market values, as it will not have to
dispose of them to meet operating requirements or other commitments.
11. The Company has provided for expected losses in excess of the unearned
premiums on insurance policies currently inforce, where necessary.
12. The liability for unpaid claims and claim adjustment expenses,
including amounts for incurred but not reported claims and estimated
recoveries for salvage and subrogation, has been determined using
appropriate estimated ultimate costs of settling the claims (including the
effects of inflation and other societal and economic factors), considering
past experience adjusted for current trends and any other factors that
would modify past experience.
13. The Company has no accounting practices which would be deemed to be
"permitted accounting practices" by the Insurance Department of the State
of New York and which are material to the Company's financial statements or
statutory surplus position.
14. All regulatory examinations reports, correspondence, and similar
materials from applicable regulatory agencies, including all states in
which the Company does business, have been provided to you.
15. The following information about financial instruments with
off-balance-sheet risk and financial instruments with concentrations of
credit risk have been properly disclosed in the financial statements:
a. Extent, nature, and terms of financial instruments with
off-balance-sheet risk;
b. The amount of credit risk of financial instruments with
off-balance-sheet credit risk and information about the collateral
supporting such financial instruments; and
c. Significant concentrations of credit risk arising from all financial
instruments and information about the collateral supporting such financial
instruments.
KPMG Peat Marwick LLP
May 15, 1996
Page 4
16. The Company is responsible for determining the fair value of financial
instruments as required by Statement of Financial Accounting Standards No.
107. The amounts disclosed represent the Company's best estimate of fair
value of financial instruments required to be disclosed under the Statement
(and other assets or liabilities, if separately disclosed).
Further, we acknowledge that we are responsible for the fair presentation
in the statutory financial statements of financial position, results of
operations, and cash flows in conformity with accounting practices
prescribed or permitted by the Insurance Department of the State of New
York.
Very truly yours,
SEABOARD SURETY COMPANY

George F. Thompson, President

Howard E. Dalton, Vice President and
Chief Accounting Officer
The Board of Directors
Seaboard Surety Company:
We have audited the statutory financial statements of Seaboard Surety
Company (a wholly-owned subsidiary of St. Paul Fire and Marine Insurance
Company) for the year ended December 31, 1995 and have issued our report
thereon dated March 31, 1996. In planning and performing our audit of the
statutory financial statements of Seaboard Surety Company, we considered
its internal control structure in order to determine our auditing
procedures for the purpose of expressing our opinion on the statutory
financial statements and not to provide assurance on the internal control
structure. A material weakness is a condition in which the design or
operation of the specific internal control structure elements does not
reduce to a relatively low level the risk that errors or irregularities in
amounts that would be material in relation to the financial statements
being audited may occur and not be detected within a timely period by
employees in the normal course of performing their assigned functions. Our
consideration of the internal control structure would not necessarily
disclose all matters in the internal control structure that might be
material weaknesses under standards established by the American Institute
of Certified Public Accountants. However, we noted no matters involving
the internal control structure and its operation that we consider to be
material weaknesses as defined above.
This report is intended solely for the information and use of the board of
directors, management and others within the organization and for filing
with regulatory authorities.
March 31, 1996

CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the inclusion in this Post-Effective No. 63 to
Registration Statement No. 2-34100 on Form S-6 of our report dated November
12, 1996 on our audit of the financial statements of Fidelity Systematic
Investment Plans: Destiny Plans I and Destiny Plans II.
/S/COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
November 18, 1996

CONSENT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholder of Fidelity Distributors
Corporation:
We hereby consent to the inclusion in this Post-Effective No. 63 to
Registration Statement No. 2-34100 on Form S-6 of our report dated January
26, 1996 on our audit of the statement of financial condition of Fidelity
Distributors Corporation as of December 31, 1995.
/S/COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.

Boston, Massachusetts
November 18, 1996