FIDELITY SYSTEMATIC INVESTMENT PLANS
497, 1999-04-26
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SUPPLEMENT TO FIDELITY SYSTEMATIC INVESTMENT PLANS: DESTINY PLANS I
DESTINY PLANS II PROSPECTUS DATED
NOVEMBER 19, 1998
ADDITION OF  DESTINY PLANS I: NEW AND DESTINY PLANS II: NEW TO
FIDELITY SYSTEMATIC INVESTMENT PLANS

The original series of the Plans are offered through the Plans'
November 19, 1998 Prospectus.  Two additional series of the Plans are
offered through a separate Prospectus dated April 26, 1999.

The following information supplements the information found under the
heading "Fidelity Systematic Investment Plans" on page 1:

Fidelity Systematic Investment Plans, a plan consisting of four
Destiny Plans: Destiny Plans I: Original, Destiny Plans I: New,
Destiny Plans II: Original and Destiny Plans II: New (each a Plan and
collectively, the Plans), for the accumulation of shares of Fidelity
Destiny Portfolios, a series fund consisting of Destiny I and Destiny
II (each a Fund and collectively, the Funds), are offered by Fidelity
Distributors Corporation (Distributors or Sponsor), the Sponsor and
Principal Underwriter.  Investments in Destiny Plans I: Original and
Destiny Plans I: New purchase shares of Destiny I: Class O and Class
N, respectively. Investments in Destiny Plans II: Original and Destiny
Plans II: New purchase shares of Destiny II: Class O and Class N,
respectively.  Exchanges between the Plans are not permitted.

You may obtain more information about Destiny Plans I: New and Destiny
Plans II: New, which are not offered through this Prospectus, from
your Plan Sponsor, or by calling Fidelity Distributors Corporation at
1-800-433-0734.

The Following information replaces the similar information found under
the heading "Incidental Service Fees" in the "Sponsor and Custodian
Charges" section:

Except for the $12 Inactive Account fee (to include completed Plans),
the fee for a check which is not honored by the bank on which it is
drawn, the $2.50 Plan Termination fee, and the annual $10 Destiny IRA
maintenance fee, the incidental fees described above will be paid by
the Sponsor voluntarily.



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