FIDELITY SYSTEMATIC INVESTMENT PLANS, 485BPOS, 1999-11-26

FIDELITY SYSTEMATIC INVESTMENT PLANS
485BPOS, 1999-11-26

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FILE NO. 2-34100
FIDELITY SYSTEMATIC INVESTMENT PLANS

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 68
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: O and Destiny Plans II: O
Destiny Plans I: N and Destiny Plans II: N

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:

Eric D. Roiter
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 26, 1999) 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:

[ X ] this post-effective amendment designates a new effective date
for a previously filed post-effective amendment.

CONTENTS OF REGISTRATION STATEMENT FILE NO. 2-34100

This registration statement comprises the following papers and
documents:

PAGE
The Facing Sheet 1
The Prospectuses consisting of 130 pages 11
The Undertaking of file reports 141
The Signatures 142
Written Consents of the following persons:
PricewaterhouseCoopers LLP 143
Deloitte & Touche LLP 146
The Exhibits 147

RECONCILIATION AND TIE OF INFORMATION SHOWN IN FIDELITY SYSTEMATIC
INVESTMENT PLANS: DESTINY PLANS I: O AND DESTINY PLANS II: O
PROSPECTUS WITH THAT REQUIRED BY FORM N-8B-2

FORM N-8B-2 CAPTION
ITEM NUMBER REFERENCE

1(a) Front Cover
(b) Fidelity Systematic Investment Plans; General
2 The Sponsor; Back Cover
3 The Custodian; The Sponsor; Back Cover
4 Back Cover
5 General
6(a) General; The Custodian
(b) General; The Custodian
7 Not applicable
8 September 30
9 Not applicable
10(a) How the Fidelity Destiny Plans Can Help You Meet
Your Objectives; General
(b) Distributions
(c) Partial Liquidation of Your Plan; Systematic
Withdrawal Program; Your Cancellation and Refund
Rights; Terminating Your Plan
(d) Partial Liquidation of Your Plan; Systematic
Withdrawal Program; Transferring or Assigning
Your Rights in a Plan; Your Cancellation and
Refund Rights; Terminating Your Plan; Plan
Reinstatement; Completed Plans and Exchanges
(e) Termination of Your Plan by the Sponsor or
Custodian; Partial Liquidation of Your Plan;
Plan Reinstatement
(f) Your Voting Rights
(g)(1)(2) Substitution of the Underlying Investment

FORM N-8B-2 CAPTION
ITEM NUMBER REFERENCE

(3)(4) The Custodian
(h)(1)(2) Substitution of the Underlying Investment
(3)(4) The Custodian
(i) Fees and Expenses
11 Investment Objective of the Funds
12(a) Investment Objective of the Funds
(b) The Custodian
(c) The Custodian
(d) Not applicable
(e) Not applicable
13(a)(A)(B) How the Fidelity Destiny Plans Can Help You Meet
Your Objectives; Fees and Expenses; Rights of
Accumulation; Changing the Face Amount of Your
Plan; Extended Investment Option; Your
Cancellation and Refund Rights; Terminating Your
Plan; Plan Reinstatement; The Custodian; The
Sponsor
(C) The Sponsor; The Custodian; General
(D) How the Fidelity Destiny Plans Can Help You Meet
Your Objectives; Fees and Expenses; Rights of
Accumulation; Changing the Face Amount of Your
Plan; Extended Investment Option; Your
Cancellation and Refund Rights; Terminating Your
Plan; Plan Reinstatement; The Custodian; The
Sponsor
(b) Fees and Expenses
(c) Fidelity Systematic Investment Plans; How the
Fidelity Destiny Plans Can Help You Meet Your
Objectives
(d) Rights of Accumulation; General
(e);(f) Not applicable
(g) Fees and Expenses; Financial Statements
14 How to Start a Destiny Plan
15 How to Start a Destiny Plan; The Custodian; The
Sponsor
16 Investment Objectives of the Funds; The
Custodian; The Sponsor
17 Partial Liquidation of Your Plan; Systematic
Withdrawal Program; Your Cancellation and Refund
Rights; Terminating Your Plan; Plan
Reinstatement; Completed Plans and Exchanges
18(a);(b) Distributions; The Custodian; The Sponsor
(c) Not applicable
(d) Not applicable

Form N-8B-2 Caption
ITEM NUMBER REFERENCE

19 The Custodian
20(a-c) Termination of Your Plan by the Sponsor or
Custodian; General; The Custodian; Reference is
made to the statements in Exhibit A(1) filed
herewith.
(d-f) Not applicable
21 Not applicable
22 Reference is made to the statements in Exhibit
A(1) filed herewith.
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 Not applicable
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; General;
The Sponsor
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) Fees and Expenses; Financial Statements
45 Not applicable
46(a);(b) Partial Liquidation of Your Plan; Systematic
Withdrawal Plan; Your Cancellation and Refund
Rights; Terminating Your Plan; Completed Plans
and Exchanges; The Custodian
47 Investment Objective of the Funds; Substitution
of the Underlying Investment; The Custodian; The
Sponsor
48 The Custodian; The Sponsor
49 Fees and Expenses; The Custodian; The Sponsor;
Statement of Operations
50 Not applicable
51 Not applicable
52(a) Substitution of the Underlying Investment
(b) Not applicable
(c)(1)(2) Substitution of the Underlying Investment
(3) Not applicable
(4)(5) Substitution of the Underlying Investment
(d) Not applicable
53 Taxes
54 Not applicable
55 Fees and Expenses
56-59 Not applicable

RECONCILIATION AND TIE OF INFORMATION SHOWN IN FIDELITY SYSTEMATIC
INVESTMENT PLANS: DESTINY PLANS I: N AND DESTINY PLANS II: N
INVESTMENT PLANS PROSPECTUS WITH THAT REQUIRED BY FORM N-8B-2

FORM N-8B-2 CAPTION
ITEM NUMBER REFERENCE

Form N-8B-2 Caption
ITEM NUMBER REFERENCE

FORM N-8B-2 CAPTION
ITEM NUMBER REFERENCE

Fidelity
Systematic
Investment Plans:
Destiny Plans I: O
Destiny Plans II: O

PROSPECTUS
NOVEMBER 26, 1999

FIDELITY SYSTEMATIC INVESTMENT PLANS:
DESTINY PLANS I: O AND DESTINY PLANS II: O

The Destiny Plans are systematic investment plans that allow you
to build equity over a period of years by investing regularly each
month in mutual fund shares. This prospectus describes two Destiny
Plans: Destiny Plans I: O and Destiny Plans II: O (formerly known as
Destiny Plans I: Original and Destiny Plans II: Original) (the
"Plans"). You may make fixed monthly investments in a Plan for a term
of either 10 or 15 years. You may continue to make investments for as
long as 25 years. You may invest in one of several monthly investment
plan amounts and may make investments of as little as $50 per month.
Investments in your Plan are applied to the purchase of Class O shares
of one of the Fidelity Destiny Portfolios. Destiny Plans I: O
purchases Class O shares of Fidelity Destiny Portfolios: Destiny I,
and Destiny Plans II: O purchases Class O shares of Fidelity Destiny
Portfolios: Destiny II (the "Funds").

The Plans deduct Creation and Sales Charges and certain other fees
from each investment into the Plan. 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 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 Plan ($50.00 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, respectively. Class O shares of the Funds are subject
to certain annual expenses, including management fees. The Creation
and Sales Charges and the other fees and expenses that either you or
your Plan will pay are described in the "Fees and Expenses" section,
beginning on page 6.

YOUR PLAN AND YOUR PLAN'S INVESTMENT IN FUND SHARES IS
INTENDED TO BE A LONG-TERM INVESTMENT. YOU SHOULD NOT PURCHASE A PLAN
IF YOU ARE SEEKING QUICK PROFITS OR IF YOU MIGHT BE UNABLE TO COMPLETE
THE PLAN. If you terminate or withdraw from your plan in the early
years of your plan, you may incur a loss because a major portion of
the entire creation and sales charges are deducted from your first
twelve investments. Your plan does not eliminate the risk involved in
the ownership of individual securities, and your plan's value will
increase or decrease over time as the result of increases or decreases
in the price of the securities owned by the fund. You will incur a
loss if you terminate your plan at a time when the value of your
plan's shares is less than their cost. Advance payment of any of your
monthly investments increases the possibility that a loss may result
from early termination. You have the right to a refund of the current
value of your investment in Class O shares and the full amount of the
Creation and Sales Charges you have paid within 45 days of the
purchase of a Plan. You also have a right to a refund of some or all
of your Plan investment within 18 months of the purchase of a Plan.
These rights are subject to the conditions described in the "Your
Cancellation and Refund Rights" section on page 23.

You do not have to purchase a Plan to make monthly investments in
mutual funds. Other mutual funds managed by the Funds' investment
adviser have investment objectives similar in many respects to those
of the Funds. Your investment in shares of these other funds would be
subject to charges that may differ from, and in some cases be less
than, those which apply to an investment in the Plans.

Plans established while this Prospectus is effective are governed
by the terms of this Prospectus, including all the rules, rights,
privileges and benefits it describes. THEREFORE IT IS IMPORTANT
THAT YOU READ THIS PROSPECTUS AND RETAIN IT FOR FUTURE REFERENCE.
No salesman, dealer, or other person is authorized by Fidelity
Distributors Corporation, Fidelity Systematic Investment Plans, or
Fidelity Destiny Portfolios to give any information or make any
representation that is not contained in either the prospectus of the
plans, the prospectus of Fidelity Destiny Portfolios, or in other
printed or written material issued by the sponsor, the plans, or
Fidelity Destiny Portfolios. You should only rely upon the information
contained in these prospectuses.

EFFECTIVE DECEMBER 15, 1999, DESTINY PLANS I: O AND DESTINY PLANS
II: O WILL BE CLOSED TO NEW INVESTORS.

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 RISKS, INCLUDING
POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMIS SION, NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS AGAINST THE LAW.
THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE CURRENT
PROSPECTUS FOR FIDELITY DESTINY PORTFOLIOS.

[This Page Intentionally Left Blank]

TABLE OF CONTENTS

PAGE

FIDELITY SYSTEMATIC 1
INVESTMENT PLANS

TABLE OF CONTENTS 3

HOW THE FIDELITY DESTINY 4
PLANS CAN HELP YOU MEET YOUR
OBJECTIVES

INVESTMENT OBJECTIVE OF THE 5
FUNDS

HOW TO START A DESTINY PLAN 5

1. Tax-Advantaged Retirement 5
Plans

FEES AND EXPENSES 5

1. Creation and Sales Charges 5

2. Custodian Fees and Other 5
Service Charges

KEEPING YOUR PLAN CURRENT 19

DOLLAR-COST AVERAGING AND 19
DIVERSIFICATION

PLAN FEATURES AND YOUR RIGHTS 20
AND PRIVILEGES

1. Automatic Investment Program 20
and Government Allotments

2. Rights of Accumulation 20

3. Distributions 20

4. Federal Income Tax Withholding 20

5. Your Voting Rights 20

6. Making Advance Investments 20

7. Changing the Face Amount of 20
Your Plan

8. Extended Investment Option 21

9. Partial Liquidation of Your 21
Plan

10. Systematic Withdrawal Program 21

11. Transferring or Assigning 21
Your Rights in a Plan

12. Transfer of Broker 22

13. Your Cancellation and Refund 22
Rights

14. Terminating Your Plan 22

15. Completed Plans and Exchanges 22

16. Plan Reinstatement 22

17. Taxes 23

18. Termination of Your Plan by 23
the Sponsor or Custodian

SUBSTITUTION OF THE 23
UNDERLYING INVESTMENT

GENERAL 23

THE CUSTODIAN 24

THE SPONSOR 24

ILLUSTRATION OF TWO 24
HYPOTHETICAL DESTINY PLANS

GLOSSARY 30

FINANCIAL STATEMENTS 32

FIDELITY DESTINY PORTFOLIOS F-1
PROSPECTUS

HOW THE FIDELITY DESTINY PLANS CAN HELP YOU MEET YOUR
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. The Plans make it
possible for you to build equity over a period of years by investing a
modest sum each month in shares of the Destiny Funds.

The Destiny Funds are mutual funds, the value of whose shares
are subject to fluctuations in the values of their
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 you own is less than
their cost will result in a loss. You should therefore consider your
financial ability to continue and complete a Plan.

Before opening a Plan you should consider the following:

1. A Plan represents an agreement among Fidelity Distributors
Corporation (the "Sponsor"), State Street Bank and Trust Company (the
"Custodian"), and you (the "Planholder") under which amounts invested,
after deduction of the Creation and Sales Charges, are used to
purchase shares of the Funds at net asset value.

2. Investments made through the Plans will not result in
direct ownership of shares of the Funds, but rather will represent an
interest in a series of a unit investment trust, which will have
direct ownership of Class O shares of a Fund. You will have a
beneficial interest in the underlying Fund's shares.

3 . The Plans charge Creation and Sales Charges,
sometimes called a "front-end load". If you were to terminate your
Plan between 45 days and 18 months, the amount of Creation and Sales
Charges and Custodian Fees that would not be refunded to you could be
as much as 17.2% of your total investments made up to the time you
terminate your Plan. If you terminate your Plan after 18 months, the
amount of Creation and Sales Charges and Custodian Fees that would not
be refunded to you could be as much as 35.1% of your total
investments. However, if you complete a 15-year Plan, the maximum
Creation and Sales Charge would be no higher than 8.67% of your total
investments. Accordingly, a Plan is not suited for short-term
investments. See the section called "Fees and Expenses" on page 6.

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 invest ment decision. See the
section called "Fees and Expenses" on page 6.

INVESTMENT OBJECTIVE OF THE FUNDS

Fidelity Destiny Portfolios is an open-end management investment
company, consisting of two separate portfolios, Destiny I and Destiny
II. The Funds are diversified mutual funds, an investment vehicle that
pools shareholders' money and invests it in a number of different
securities. Each Fund's objective is to seek capital growth.

The Funds' investments are managed by Fidelity Management &
Research Company (FMR). FMR's principal investment strategies
include:

(solid bullet) Normally investing primarily in common stocks.

(solid bullet) Potentially investing in other types of securities,
including bonds which may be lower-quality debt securities.

(solid bullet) Investing in domestic and foreign issuers.

(solid bullet) Investing in either "growth" stocks or "value"
stocks or both.

(solid bullet) Using fundamental analysis of each issuer's
financial condition and industry position and market and economic
conditions to select investments.

The investment objective and principal investment strategies of
the Funds are described in the accompanying Fidelity Destiny
Portfolios prospectus, which begins on page 53.

For more information about the business experience of FMR, see
"Fund Management" on page F-18 of the Funds' prospectus.

HOW TO START A DESTINY PLAN

To start a Plan, you should complete a Plan Application and mail
it to the address specified on the application. Your application asks
you to choose either a 10-year Plan or a 15-year Plan, and the amount
of your monthly investment. You should include a check in the amount
of the first monthly investment, made payable to Destiny Plans I: O or
Destiny Plans II: O, as the case may be, when you return the completed
application to the address on the application. Alternatively, you may
establish an Automatic Investment Program or, if you are a member of
the military, a government allotment, so that your monthly investments
are automatically sent to the Plans. Planholders who elect to fund
their accounts under an Automatic Investment Program or government
allotment will receive a reduced Custodian Fee of $0.75 per automatic
investment. (See "Custodian Fees and Other Service Charges" on page 7,
and "Automatic Investment Program and Government Allotments" on page
21.) After your Plan Application and initial investment is received in
proper form by the Sponsor, the applicable Creation and Sales Charges,
and other fees will be deducted. The balance of your investment will
be invested in Class O shares of the Funds, and you will receive a
confirmation statement showing the number of whole and fractional
shares purchased for your Plan account.

If you do not establish an Automatic Investment Program or a
government allotment, you may send subsequent monthly investments,
made payable to Destiny Plans I: O or Destiny Plans II: O, as the case
may be, directly to the Custodian, c/o Boston Financial Data Services,
Inc. (Boston Financial), at P.O. Box 8300, Boston, Massachusetts
02266-8300. Subsequent investments in your Plan will also be applied
toward the purchase of Class O shares of the Funds at the current NAV
of Class O after the deduction of any applicable Creation and Sales
Charges and other fees.

1. TAX-ADVANTAGED RETIREMENT PLANS

The Plans may serve as the investment vehicle for tax-advantaged
retirement plans, including individual retirement accounts (IRAs) and
qualified money purchase pension and profit sharing plans. However,
the only retirement plan made available to the general public
by the Funds is the Fidelity Destiny IRA (which includes
SEP IRAs, traditional IRAs and Roth IRAs). IRA plans can be
established through contributions, through a rollover, or through a
trustee-to-trustee transfer of IRA assets from another financial
institution. These rollovers or transfers may contain assets that
originated from an employer-sponsored retirement plan or annual IRA
contributions.

Detailed information concerning the Fidelity Destiny IRA is available
from the Sponsor or your representative. This information should be
read carefully. The information describes the additional service fees
charged for IRAs and describes the federal income tax consequences of
establishing an IRA. You may wish to consult with an attorney or tax
adviser before establishing a Fidelity Destiny IRA.

Under the Fidelity Destiny IRA, dividends and distributions will be
reinvested automatically in additional Fund shares. You may not
establish a new Destiny tax-advantaged retirement plan by changing the
registration of an existing Destiny Plan account. The annual
maintenance fee charged by the Custodian to each Fidelity Destiny IRA
account is $10. This $10 fee will be deducted from Plan shares unless
it is paid in advance.

FEES AND EXPENSES

Your Plan pays three kinds of fees: Creation and Sales Charges,
Custodian Fees and Other Service Charges. Each of these fees is
described in more detail below.

Your Plan also indirectly pays the fees imposed on Class O shares
of the Funds, including management fees. Your Plan indirectly pays
these fees because it invests in Class O shares of the Funds. For more
information about the fees payable by the Funds, see "Fee Table" on
page F-6 of the Funds' prospectus.

1. CREATION AND SALES CHARGES

You will pay Creation and Sales Charges equal to as much as 50% of
your first twelve investments in your Plan. After the first 12
investments, the charge drops to 3.60% or less on each subsequent
investment for a 10 year Plan and 5.7% or less on each subsequent
investment for a 15-year Plan. The rate (percent) of deductions
decreases proportionately as Plan sizes increase. See pages 9 and
13.

When you have completed a 10-year Plan (120 monthly investments),
the Creation and Sales Charges you paid on your investments will
amount to as much as 8.24% of your total Plan investments, assuming
that you invest in a Plan with the smallest monthly investment of $50
a month ($6,000 Face Amount). The percentage of Creation and Sales
Charges for each invested dollar decreases proportionately as Face
Amount increases. The Creation and Sales Charges on the largest
10-year plan size, $10,000 a month ($1,200,000 Face Amount), amount to
0.64% of your total Plan investments.

When you have completed a 15-year Plan (180 monthly investments),
the Creation and Sales Charges you paid on your investments will
amount to as much as 8.67% of your total Plan investments, assuming a
monthly investment amount of $50 a month ($9,000 Face Amount). The
Creation and Sales Charges on the largest 15-year plan size, $10,000 a
month ($1,800,000 Face Amount), amount to 0.61% of your total Plan
investments.

You have certain cancellation and refund rights, described on page
24. However, these rights are limited, and early termination of your
Plan or your inability to complete your Plan may result in your having
paid Creation and Sales Charges that represent a substantial
percentage of your total investments in your Plan. For example, if you
terminate your Plan between 45 days and 18 months after you start your
Plan, the Creation and Sales Charges and Custodian Fees that would not
be refunded to you could be as much as 17.2% of your total investments
made. If you terminate your Plan after 18 months, the Creation and
Sales Charges and Custodian Fees that would not be refunded to you
could be as much as 35.2% of your total investments made.

2. CUSTODIAN FEES AND OTHER SERVICE CHARGES

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 or a government allotment after November 29, 1993 will
receive a reduced Custodian Fee of $0.75 per investment (see
"Automatic Investment Program and Government Allotments " on
page 23) . The Custodian Fee charged per account at any one time
may not exceed $5 per investment , regardless of the number of
investments made . 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 September 30, 1999, the charge was $ 5.47 for
Destiny Plans I: O and $ 5.52 for Destiny Plans II: O 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.

You may also pay additional fees to the Custodian for certain
services provided by the Custodian or its affiliated bookkeeping and
administrative service agent, Boston Financial (see "The Custodian" on
page 27). These fees are described below:

COMPLETED PLAN FEE: An annual fee of $12 or 2/10ths of
1% of the Face Amount of the Plan, whichever is less, will be charged
if you have completed your Plan but have elected not to hold Class O
shares of the Fund directly. (See " Completed Plans and
Exchanges" on page 25 .)

INACTIVE ACCOUNT FEE: An annual $12 fee will also be
charged to your Plan if you have not completed your Plan and your Plan
is not current. (See "Keeping Your Plan Current " on page
22 .)

TERMINATION FEE: A fee of $2.50 will be charged to your
Plan if you make a complete withdrawal or you terminate your Plan
prior to completion. (See "Terminating Your Plan" on Page
25 .)

RETURNED CHECK FEE: A fee of $2.50 will be charged to
your Plan for any check or preauthorized check which is not honored
by the bank on which it is drawn.

FIDELITY DESTINY IRA MAINTENANCE FEE: If you have a
Fidelity Destiny IRA, you will be charged an annual $10 maintenance
fee and certain additional service fees . (See
"Tax - Advantaged Retirement Plans" on page .)

The Custodian deducts these Custodian Fees and Other Service
Charges from your Plan account. If possible, t hese fees are
paid first from dividends and distributions . However , if
necessary, these fees may be paid out of principal from the
proceeds of the sale of Fund shares in your Plan account. The
Custodian has a lien on your shares to the extent of these
rights.

Except as described in this "Fees and Expenses" section, there are
currently no other fees or expenses charged against the Plans or
Planholder accounts (or deducted from Fund dividends or distributions)
to compensate the Custodian or the Sponsor for their services. All
other fees or expenses that could otherwise be charged to the Plans
and the Planholders (or deducted from Fund dividends or distributions)
are being voluntarily paid by the Funds or the Sponsor. Although there
is no current intention to do so, the Funds and the Sponsor each
reserve the right to cease paying such fees or expenses, and to cause
them to be charged against the Plans or the Planholders (or deducted
from Fund dividends or distributions).

The following tables illustrate the effect of the Creation and Sales
Charges and Custodian Fees on Plans with different monthly investment
amounts and different Plan lengths.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
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

Total Face Amount of Plan Per Investment 1 thru 12 Per Investment 13 thru 120 Total
Monthly Investment

$ 50.00 $ 6,000.00 $ 25.00 $ 1.80 $ 494.40

75.00 9,000.00 37.50 2.70 741.60

100.00 12,000.00 50.00 3.60 988.80

125.00 15,000.00 62.50 4.50 1,236.00

150.00 18,000.00 75.00 5.40 1,483.20

166.66 19,999.20 83.33 5.00 1,539.96

200.00 24,000.00 100.00 4.02 1,634.16

250.00 30,000.00 125.00 5.00 2,040.00

300.00 36,000.00 150.00 5.00 2,340.00

350.00 42,000.00 175.00 4.50 2,586.00

400.00 48,000.00 200.00 4.00 2,832.00

500.00 60,000.00 225.00 2.78 3,000.24

750.00 90,000.00 300.00 2.50 3,870.00

1,000.00 120,000.00 300.00 5.00 4,140.00

1,500.00 180,000.00 315.00 6.00 4,428.00

2,000.00 240,000.00 325.00 7.00 4,656.00

2,500.00 300,000.00 350.00 8.00 5,064.00

5,000.00 600,000.00 400.00 11.00 5,988.00

10,000.00 1,200,000.00 500.00 15.56 7,680.48

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
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 Investments Per Investment Total(A) Total Charges(A)(B) Net Investment in Fund
Monthly Investment Shares(C)

$ 50.00 8.24% $ 1.10 $ 132.00 $ 626.40 $ 5,373.60

75.00 8.24 1.25 150.00 891.60 8,108.40

100.00 8.24 1.50 180.00 1,168.80 10,831.20

125.00 8.24 1.50 180.00 1,416.00 13,584.00

150.00 8.24 1.50 180.00 1,663.20 16,336.80

166.66 7.70 1.50 180.00 1,719.96 18,279.24

200.00 6.81 1.50 180.00 1,814.16 22,185.84

250.00 6.80 1.50 180.00 2,220.00 27,780.00

300.00 6.50 1.50 180.00 2,520.00 33,480.00

350.00 6.16 1.50 180.00 2,766.00 39,234.00

400.00 5.90 1.50 180.00 3,012.00 44,988.00

500.00 5.00 1.50 180.00 3,180.24 56,819.76

750.00 4.30 1.50 180.00 4,050.00 85,950.00

1,000.00 3.45 1.50 180.00 4,320.00 115,680.00

1,500.00 2.46 1.50 180.00 4,608.00 175,392.00

2,000.00 1.94 1.50 180.00 4,836.00 235,164.00

2,500.00 1.69 1.50 180.00 5,244.00 294,756.00

5,000.00 1.00 1.50 180.00 6,168.00 593,832.00

10,000.00 0.64 1.50 180.00 7,860.48 1,192,139.52

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
ALLOCATION OF INVESTMENTS AND DEDUCTIONS
10-YEAR PLANS
(120 INVESTMENTS)

(ASSUMING THAT ALL INVESTMENTS ARE MADE IN ACCORDANCE WITH THE TERMS OF THE PLAN)

% OF TOTAL CHARGES

To Total Investments(C) To Net Investments in Fund
Monthly Investment Shares(C)

$ 50.00 10.44% 11.66%

75.00 9.91 11.00

100.00 9.74 10.79

125.00 9.44 10.42

150.00 9.24 10.18

166.66 8.60 9.41

200.00 7.56 8.18

250.00 7.40 7.99

300.00 7.00 7.53

350.00 6.59 7.05

400.00 6.28 6.70

500.00 5.30 5.60

750.00 4.50 4.71

1,000.00 3.60 3.73

1,500.00 2.56 2.63

2,000.00 2.02 2.06

2,500.00 1.75 1.78

5,000.00 1.03 1.04

10,000.00 0.66 0.66

</TABLE>

NOTES:

(A) Does not include the annual $12 Completed Plan or
Inactive Account Fee s , payable to the Custodian first from
dividends and distributions and then, if necessary, from principal.
Plans established under an Automatic Investment Program or a
government allotment after November 29, 1993, will pay a reduced
Custodian Fee of $0.75 per automatic investment. See "Custodian Fees
and Other Service Charges " 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 by prorating each Plan's annual
administrative costs over the total number of Plan accounts. In
general, f or the fiscal year ended September 30, 1999, the charge
was $ 5.47 for Destiny Plans I: O and $ 5.52 for Destiny
Plans II: O per Plan account. See "Custodian Fees and Other Service
Charges " on page .

(C) "Investment" means only your monthly Plan investments and does
not include any re-investment of capital gain or dividend
distributions.

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

CREATION AND SALES CHARGES

Total Face Amount of Plan Per Investment 1 thru 12 Per Investment 13 thru 180 Total
Monthly Investment

$ 50.00 $ 9,000.00 $ 25.00 $ 2.86 $ 780.48

75.00 13,500.00 37.50 4.06 1,132.08

100.00 18,000.00 50.00 5.41 1,508.88

125.00 22,500.00 62.50 6.76 1,885.68

150.00 27,000.00 75.00 5.70 1,857.60

166.66 29,998.80 83.33 6.33 2,063.40

200.00 36,000.00 100.00 7.43 2,448.24

250.00 45,000.00 125.00 9.29 3,060.72

300.00 54,000.00 150.00 5.04 2,646.72

350.00 63,000.00 175.00 5.31 2,992.08

400.00 72,000.00 200.00 3.80 3,038.40

500.00 90,000.00 225.00 5.36 3,600.48

750.00 135,000.00 300.00 8.70 5,061.60

1,000.00 180,000.00 300.00 15.54 6,210.72

1,500.00 270,000.00 315.00 17.52 6,723.36

2,000.00 360,000.00 325.00 18.57 7,019.76

2,500.00 450,000.00 350.00 20.26 7,603.68

5,000.00 900,000.00 400.00 25.00 9,000.00

10,000.00 1,800,000.00 500.00 29.64 10,979.52

</TABLE>

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

CREATION AND SALES CHARGES CUSTODIAN FEES

% of Total Investments Per Investment Total(A) Total Charges(A)(B) Net Investment in Fund
Monthly Investment Shares(C)

$ 50.00 8.67% $ 1.10 $ 198.00 $ 978.48 $ 8,021.52

75.00 8.39 1.25 225.00 1,357.08 12,142.92

100.00 8.38 1.50 270.00 1,778.88 16,221.12

125.00 8.38 1.50 270.00 2,155.68 20,334.32

150.00 6.88 1.50 270.00 2,127.60 24,872.40

166.66 6.88 1.50 270.00 2,333.40 27,665.40

200.00 6.80 1.50 270.00 2,718.24 33,281.76

250.00 6.80 1.50 270.00 3,330.72 41,669.28

300.00 4.90 1.50 270.00 2,916.72 51,083.28

350.00 4.75 1.50 270.00 3,262.08 59,737.92

400.00 4.22 1.50 270.00 3,308.40 68,691.60

500.00 4.00 1.50 270.00 3,870.48 86,129.52

750.00 3.75 1.50 270.00 5,331.60 129,668.40

1,000.00 3.45 1.50 270.00 6,480.72 173,519.28

1,500.00 2.49 1.50 270.00 6,993.36 263,006.64

2,000.00 1.95 1.50 270.00 7,289.76 352,710.24

2,500.00 1.69 1.50 270.00 7,873.68 442,126.32

5,000.00 1.00 1.50 270.00 9,270.00 890,730.00

10,000.00 0.61 1.50 270.00 11,249.52 1,788,750.48

</TABLE>

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

% OF TOTAL CHARGES

To Total Investments(C) To Net Investments in Fund
Monthly Investment Shares(C)

$ 50.00 10.87% 12.20%

75.00 10.05 11.18

100.00 9.88 10.97

125.00 9.58 10.60

150.00 7.88 8.55

166.66 7.78 8.43

200.00 7.55 8.17

250.00 7.40 7.99

300.00 5.40 5.71

350.00 5.18 5.46

400.00 4.60 4.82

500.00 4.30 4.49

750.00 3.95 4.11

1,000.00 3.60 3.73

1,500.00 2.59 2.66

2,000.00 2.02 2.07

2,500.00 1.75 1.78

5,000.00 1.03 1.04

10,000.00 0.62 0.63

</TABLE>

NOTES:

(A) Does not include

the annual $12 Completed Plan or
Inactive Account Fees, payable to the Custodian first from
dividends and distributions and then, if necessary, from principal.
Plans established under an Automatic Investment Program or a
government allotment after November 23, 1993, will pay a reduced
Custodian Fee of $0.75 per automatic investment. See "Custodian
Fees and Other Service Charges" 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 by prorating each Plan's annual
administrative costs over the total number of Plan accounts. In
general, f or the fiscal year ended September 30, 1999, the
charge was $5.47 for Destiny Plans I: O and $5.52 for Destiny Plans
II: O per Plan account. See "Custodian Fees and Other Service
Charges" on page .

(C) "Investment" means only your monthly Plan investments
and does not include any re-investment of capital gain or dividend
distributions.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
TOTAL ALLOCATIONS AND DEDUCTIONS WHEN
EXTENDED INVESTMENT OPTION OF 120 ADDITIONAL INVESTMENTS IS USED
(PLEASE SEE PAGE 24 FOR A DESCRIPTION OF THE EXTENDED INVESTMENT OPTION.)
(ASSUMING THAT ALL INVESTMENTS ARE MADE IN ACCORDANCE WITH THE TERMS OF THE
EXTENDED INVESTMENT OPTION)

CREATION AND SALES CHARGES CUSTODIAN FEES % OF TOTAL CHARGES

Monthly Investment Total Face Amount of Plan Creation and Sales Charges as Custodian
Fees(A)(B)
Creation and Sales Charges % of Total Investments

$ 50.00 $ 15,000.00 $ 1,123.68 7.49% $ 330.00

75.00 22,500.00 1,619.28 7.20 375.00

100.00 30,000.00 2,158.08 7.19 450.00

125.00 37,500.00 2,696.88 7.19 450.00

150.00 45,000.00 2,541.60 5.65 450.00

166.66 49,998.00 2,823.00 5.65 450.00

200.00 60,000.00 3,339.84 5.57 450.00

250.00 75,000.00 4,175.52 5.57 450.00

300.00 90,000.00 3,251.52 3.61 450.00

350.00 105,000.00 3,629.28 3.46 450.00

400.00 120,000.00 3,494.40 2.91 450.00

500.00 150,000.00 4,243.68 2.83 450.00

750.00 225,000.00 6,105.60 2.71 450.00

1,000.00 300,000.00 8,075.52 2.69 450.00

1,500.00 450,000.00 8,825.76 1.96 450.00

2,000.00 600,000.00 9,248.16 1.54 450.00

2,500.00 750,000.00 10,034.88 1.34 450.00

5,000.00 1,500,000.00 12,000.00 1.80 450.00

10,000.00 3,000,000.00 14,536.32 0.48 450.00

</TABLE>

CUSTODIAN FEES % OF TOTAL CHARGES

Monthly Investment Total Charges(A)(B) Net Investment in Fund To Total Investments(C) To Net Investments in Fund
Shares(C) Shares(C)

$ 50.00 $ 1,453.68 $ 13,546.32 9.69% 10.73%

75.00 1,994.28 20,505.72 8.86 9.73

100.00 2,608.08 27,391.92 8.69 9.52

125.00 3,146.88 34,353.12 8.39 9.16

150.00 2,991.60 42,008.40 6.65 7.12

166.66 3,273.00 46,725.00 6.55 7.00

200.00 3,789.84 56,210.16 6.32 6.74

250.00 4,625.52 70,374.48 6.17 6.57

300.00 3,701.52 86,298.48 4.11 4.29

350.00 4,079.28 100,920.72 3.89 4.04

400.00 3,944.40 116,055.60 3.29 3.40

500.00 4,693.68 145,306.32 3.13 3.23

750.00 6,555.60 218,444.40 2.91 3.00

1,000.00 8,525.52 291,474.48 2.84 2.92

1,500.00 9,275.76 440,724.24 2.06 2.10

2,000.00 9,698.16 590,301.84 1.62 1.64

2,500.00 10,484.88 739,515.12 1.40 1.42

5,000.00 12,450.00 1,487,550.00 0.83 0.84

10,000.00 14,986.32 2,985,013.68 0.50 0.50

</TABLE>

NOTES:
(A) Does not include the annual $12 Completed Plan or
Inactive Account Fees, payable to the Custodian first from
dividends and distributions and then, if necessary, from principal.
Plans established under an Automatic Investment Program or a
government allotment after November 23, 1993, will pay a reduced
Custodian Fee of $0.75 per automatic investment. See "Custodian
Fees and Other Service Charges" 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 by prorating each Plan's annual
administrative costs over the total number of Plan accounts. In
general, f or the fiscal year ended September 30, 1999, the
charge was $5.47 for Destiny Plans I: O and $5.52 for Destiny Plans
II: O per Plan account. See "Custodian Fees and Other Service
Charges" on page .

(C) "Investment" means only your monthly Plan investments
and does not include any re-investment of capital gain or dividend
distributions.

<TABLE>
<CAPTION>
<S> <C> <C> <C>
A $50 MONTHLY INVESTMENT PLAN
(ASSUMING THAT ALL INVESTMENTS ARE MADE IN ACCORDANCE WITH THE TERMS OF THE PLAN)

AT THE END OF YOUR PLAN* AT THE END OF 6 MONTHS (6
INVESTMENTS)

AMOUNT % OF TOTAL INVESTMENTS AMOUNT

10 YEARS (120 INVESTMENTS)

Total Investments $ 6,000.00 100.00% $ 300.00
Deduct:
Creation and Sales Charge 494.40 8.24 150.00
Custodian Fees 132.00 2.20 6.60
Total Deductions (A) 626.40 10.44 156.60
Net Amount Invested under
Plans 5,373.60 89.56 143.40

15 YEARS (180 INVESTMENTS)

Total Investments $ 9,000.00 100.00% $ 300.00
Deduct:
Creation and Sales Charge 780.48 8.67 150.00
Custodian Fees 198.00 2.20 6.60
Total Deductions (A) 978.48 10.87 156.60
Net Amount Invested under
Plans 8,021.52 89.13 143.40

25 YEARS (300 INVESTMENTS)

Total Investments $15,000.00 100.00% $ 300.00
Deduct:
Creation and Sales Charge 1,123.68 7.49 150.00
Custodian Fees 330.00 2.20 6.60
Total Deductions (A) 1,453.68 9.69 156.60
Net Amount Invested under
Plans 13,546.32 90.31 143.40

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
A $50 MONTHLY INVESTMENT PLAN
(ASSUMING THAT ALL INVESTMENTS ARE MADE IN ACCORDANCE WITH THE TERMS OF THE PLAN)

AT THE END OF 6 MONTHS
(6 INVESTMENTS) AT THE END OF 1 YEAR (12
INVESTMENTS)

% OF TOTAL INVESTMENTS AMOUNT % OF TOTAL INVESTMENTS

10 YEARS (120 INVESTMENTS)

Total Investments 100.00% $ 600.00 100.00%
Deduct:
Creation and Sales Charge 50.00 300.00 50.00
Custodian Fees 2.20 13.20 2.20
Total Deductions (A) 52.20 313.20 53.20
Net Amount Invested under
Plans 47.80 286.80 47.80

15 YEARS (180 INVESTMENTS)

Total Investments 100.00% $ 600.00 100.00%
Deduct:
Creation and Sales Charge 50,00 300.00 50.00
Custodian Fees 2.20 13.20 2.20
Total Deductions (A) 52.20 313.20 52.20
Net Amount Invested under
Plans 47.80 286.80 47.80

25 YEARS (300 INVESTMENTS)

Total Investments 100.00% $ 600.00 100.00%
Deduct:
Creation and Sales Charge 50.00 300.00 50.00
Custodian Fees 2.20 13.20 2.20
Total Deductions (A) 52.20 313.20 52.20
Net Amount Invested under
Plans 47.80 286.80 47.80

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
A $50 MONTHLY INVESTMENT PLAN
(ASSUMING THAT ALL INVESTMENTS ARE MADE IN ACCORDANCE WITH THE TERMS
OF THE PLAN)

AT THE END OF 2 YEARS (24
INVESTMENTS)

AMOUNT % OF TOTAL INVESTMENTS

10 YEARS (120 INVESTMENTS)

Total Investments $1,200.00 100.00%
Deduct:
Creation and Sales Charge 321.60 26.80
Custodian Fees 26.40 2.20
Total Deductions (A) 348.00 29.00
Net Amount Invested under
Plans 852.00 71.00

15 YEARS (180 INVESTMENTS)

Total Investments $1,200.00 100.00%
Deduct:
Creation and Sales Charge 334.32 27.86
Custodian Fees 26.40 2.20
Total Deductions (A) 360.72 30.06
Net Amount Invested under
Plans 839.28 69.94

25 YEARS (300 INVESTMENTS)

Total Investments $1,200.00 100.00%
Deduct:
Creation and Sales Charge 334.32 27.86
Custodian Fees 26.40 2.20
Total Deductions (A) 360.72 30.06
Net Amount Invested under
Plans 839.28 69.94

</TABLE>

* Assuming completion of your Plan.

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 by prorating each Plan's annual
administrative costs over the total number of Plan accounts. In
general, f or the fiscal year ended September 30, 1999, the
charge was $5.47 for Destiny Plans I: O and $5.52 for Destiny Plans
II: O per Plan account. See "Custodian Fees and Other Service Charges"
on page .

(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 automatic investment for Plans established under an
Automatic Investment Program or a government allotment, as described
on page 23. The Custodian Fee may be increased as set forth in
"Custodian Fees and Other Service Charges" on page .

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 Termination Fee
of $2.50 (plus transfer taxes, if any) if the Plan is terminated prior
to completion of all Plan investments.

KEEPING YOUR PLAN CURRENT

Your Plan calls for monthly investments for a period of either 10
or 15 years, with the option of extending a 15-year Plan for another
10 years. You are not likely to realize the full benefit of your Plan
unless you complete your Plan. You should carefully consider your
ability to make monthly investments for the length of time required to
complete your Plan before you start a Plan. The Plans offer an
Automatic Investment Program to assist you in making your monthly
investments. (See "Automatic Investment Program and Government
Allotments" on page 23)

If you stop making monthly investments, your ability to benefit
from dollar-cost averaging will be reduced. (See "Dollar-Cost
Averaging and Diversification" below.) If you stop making monthly
investments and have not made any of your monthly investments in
advance of their due date, your Plan will no longer be current. An
inactive account fee of $12 is charged annually if you have not
completed your Plan and no investment has been made for a 12-month
period, after giving credit for any prepayment of monthly investments
that you may have made. 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 Fund
shares from your Plan account.

Under current policy, one investment is required during each
6-month period of the calendar year to prevent the Plan from being in
default. Your Plan may be terminated by the Sponsor or the Custodian
if it is in default. (See "Termination of Your Plan by the Sponsor or
Custodian" on page 26.)

DOLLAR-COST AVERAGING AND DIVERSIFICATION

The Destiny Plans were created to utilize the investing method of
dollar-cost averaging. Dollar-cost averaging is a strategy of buying
fixed dollar amounts of securities at regular intervals, regardless of
the price of the shares. In the Destiny Plans, you invest a fixed
amount on a monthly basis. Your monthly investment of a fixed dollar
amount buys more shares when the share price is low and fewer shares
when the share price is high. The benefit of this method is that, over
time, the average cost of your shares will be lower than the average
price of those shares. Dollar-cost averaging does not assure a profit
or guard against a loss. If you sell your Fund shares when their value
is less than their cost, you will incur a loss.

Diversification can help you manage the investment risk by
decreasing the volatility of a portfolio of securities. The Destiny
Funds are diversified, which means that the Funds invest in a number
of different securities.

PLAN FEATURES AND YOUR RIGHTS AND PRIVILEGES

1. AUTOMATIC INVESTMENT PROGRAM AND GOVERNMENT
ALLOTMENT S

To encourage and assist you in making monthly investments, and to
eliminate the burden of writing a check every month, you may arrange
to have your investments made automatically by establishing an
Automatic Investment Program or, if you are a member of the military,
a government allotment.

To initiate an Automatic Investment Program, you should complete a
Preauthorized Check Transaction Form, attach a voided blank check, and
send it to Boston Financial at least 15 days before the date the
Automatic Investment Program is to go into effect. Boston Financial
will then draft your bank account each month in the amount of the
monthly Plan investment amount. Members of the military may initiate a
government allotment by completing the appropriate government
allotment form.

You may change your Automatic Investment Program at any time by
giving written notice to Boston Financial at least 15 days before the
date on which the change is to go into effect. You may terminate your
Automatic Investment Program at any time by giving written notice to
Boston Financial at least 5 days before the date of the next scheduled
draft. You may change or terminate a government allotment at any time
by giving notice to your government disbursing office.

2. RIGHTS OF ACCUMULATION

You may qualify to pay lower Creation and Sales Charges on any new
Plans that you purchase, or on existing Plans where you increase the
Face Amount, by aggregating their Face Amounts with the Face Amounts
of any current Plans that are registered to you or your immediate
family. Further, when you purchase a new Plan, or increase the Face
Amount of an existing Plan, you may also qualify to reduce the
Creation and Sales Charges you pay on future investments into any
existing individual IRA Plans that are already at the $166.66 per
month investment size, and which are registered to you or your
immediate family. 10-year and 15-year plans may not be combined for
purposes of taking advantage of these rights of accumulation.

To use this privilege, you or your investment professional must
notify the Sponsor in writing that you wish to aggregate the Face
Amounts of each of the Plans that qualify for rights of accumulation
for the purpose of determining the applicable Creation and Sales
Charges. The applications for each new Plan that you are purchasing
must be submitted at the same time that you send your notice.

Each Plan that you already own must be current at the time you
send your notice. For rights of accumulation, a Plan is considered to
be current if:

(solid bullet) It has been completed and not redeemed;

(solid bullet) It has not been completed, but has at least as many
investments recorded as there are months elapsed since establishment
or since being increased; or

(solid bullet) It is a qualified retirement plan, including an
IRA.

If one or more of the Plans, other than a qualified retirement
plan, that are combined to take advantage of this privilege
subsequently stops making monthly investments and is no longer
current, the remaining Creation and Sales Charges will be recalculated
to reflect the charges applicable to the Plan or Plans that remain
current.

You may only combine Plans that are registered to you, your
spouse, your children under the age of 21, or a trustee or other
fiduciary of a single trust estate or single fiduciary account. For
the purpose of this privilege, a single fiduciary account includes a
pension, profit-sharing or other employee benefit trust created
pursuant to a plan qualified under Section 401 of the Internal Revenue
Code, and a trust estate or fiduciary account may have more than one
beneficiary. This privilege is not available to any 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 that group of individuals.

3. DISTRIBUTIONS

Unless you direct otherwise, all dividends and other distributions,
after applicable deductions, are automatically used to purchase
additional Class O shares of the Fund at NAV as of the record date for
the distribution. No sales charge is made on any reinvestment of
dividends or other distributions.

You must instruct Boston Financial in writing if you wish to
receive the dividends and other distributions in cash rather than
additional shares. Your instructions must be received at least seven
days before the record date of a dividend or distribution. You may
change these instructions at any time. Distributions on Fidelity
Destiny IRAs are 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 you make an investment shortly before the
ex-dividend date of the dividend or distribution, you will pay a price
for the shares that includes the amount of the dividend or
distribution. This is called "buying a dividend". Dividends and
distributions, if declared, are normally paid annually by each Fund,
and may be taxable to you. (See "Taxes" on page 26.)

4. FEDERAL INCOME TAX WITHHOLDING

Boston Financial can withhold 28% of any dividend or other
distribution paid by the Funds and send that amount to the Internal
Revenue Service as a credit against your tax liability, if any. The
amount withheld may or may not be equal to the additional taxes you
may owe on the dividend or distribution. If you choose to authorize
this withholding, the number of Fund shares purchased with the
remainder of the dividend or distribution will be less than would
otherwise have been the case.

Withholding is available only if your Plan reinvests dividends and
other distributions. It is not available for tax-advantaged retirement
plans, including Fidelity Destiny IRAs. The withholding option can be
started by submitting a Tax Withholding Form, which is included with
your Plan Application, to Boston Financial at least 30 days before the
option is to take effect. Once started, the withholding option will
remain in effect until you notify Boston Financial in writing to end
the withholding.

5. YOUR VOTING RIGHTS

You will receive a notice at least 15 days before any matter is
submitted to a vote of the shareholders of the Funds. The
Custodian will vote on these matters according to your instructions.
In the absence of instructions on how you wish to vote, the Custodian
will vote all the votes of the Plans in the same proportion as it
votes the shares for which it has received
instructions from other Planholders in your Plan. The number of votes
you are entitled to is based upon the dollar value of your investment.
If you wish to attend a meeting at which shares may be voted, you may
request Boston Financial to furnish a proxy or otherwise make
arrangements for exercising your voting rights.

6. MAKING ADVANCE INVESTMENTS

If you wish to complete your plan ahead of schedule, you may make
up to 24 investments (including your regular monthly investments) in
each calendar year. You may also make advance investments in lump sum
amounts, but these lump sum investments may not exceed 24 investments
in total over the life of your Plan. These prepayment rules may be
waived for a transfer or rollover of an IRA or tax-qualified
retirement plan into a Destiny tax-qualified retirement plan, or in
the event of your death to allow your Plan to be completed at one time
by your estate or beneficiary. Monthly investments may also be paid in
lump sum amounts to make a Plan that is in arrears current. You pay
the same Creation and Sales Charges when you make advance
investments.

7. CHANGING THE FACE AMOUNT OF YOUR PLAN

You may increase the Face Amount of your Plan at any time. This is
called making a Face Change to your Plan. You may choose a new Face
Amount that is one of the monthly investment amounts shown on pages ,
and . Within 12 months of the time you open a new Plan, you may
decrease your Face Amount by as much as 50%. Within 12 months of the
time you increase the Face Amount of your Plan, you may decrease your
Face Amount back to an amount not lower than the Plan's previous Face
Amount. You must send your request for a change in the Face Amount of
a Plan to Boston Financial or your representative along with a
completed Plan Application for the new Face Amount.

Whether you increase or decrease your Face Amount, a change in the
Face Amount does not create new cancellation and refund rights.
However, your Plan will be subject to the fees and deductions
applicable to Plans of the same Face Amount opened at the time that
you change the Face Amount of your Plan, as described in the then
currently effective prospectus. The Creation and Sales Charges you
have already paid on your existing Plan will be recomputed and applied
as a credit to the Creation and Sales Charges due on your Plan, if
any, at the time you change the Face Amount of your Plan. Any
additional Creation and Sales Charges due on your Plan will be paid by
liquidating Fund shares held by your Plan.

8. EXTENDED INVESTMENT OPTION

If you purchase a 15-year Plan, you may continue making monthly
investments into your Plan after you complete all scheduled
investments, automatically activating the Extended Investment Option.
If you purchase a 10-year Plan, you must first change the Face Amount
of your Plan to that of a 15-year Plan and complete that Plan before
activating the Extended Investment Option. You may make as many as 120
additional monthly investments. Your additional investments are
subject to the same deductions (with the exception of the Custodian
Fee) as your 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 Plan size. In no
case, however, will this new rate be more than 75% higher than the
Custodian Fees detailed in this Prospectus. Your Extended
Investment Option will end after your 300th monthly Plan investment.

If you stop making investments under the Extended Investment Option,
and your Plan is not current for six consecutive months, the Sponsor
or the Custodian may terminate your Plan. If the Extended Investment
Option expires either through failure to make the required monthly
investments, or because you have given written notice of termination
to Boston Financial, or for any other reason, the Custodian has the
right to increase its fees to the rates currently being charged for
new Plans of the same Face Amount. In no case, however, will this new
rate be more than 75% higher than the annual rate being charged your
Plan at the time.

9. PARTIAL LIQUIDATION OF YOUR PLAN

Normally, if you redeem all of your Plan shares, your Plan will
terminate. However, you may sell less than all of your Plan shares
without terminating your Plan. If you have owned your Plan for at
least 45 days, you may direct the Custodian, as agent, to sell up to
90% of the value of your Plan shares, expressed in dollars, and to pay
you the proceeds. You may make partial liquidations as often as you
desire. Any partial sale of shares and cash withdrawal must involve at
least $100.

If your partial liquidation results in a cash withdrawal of more
than $100,000, if the proceeds are to be sent to an address other than
the address of record, or if the proceeds are to be paid to someone
other than the record owner of the account, a signature guarantee is
required. A signature guarantee is also required if you have changed
your address within 30 days of your partial liquidation request. A
signature guarantee is a widely accepted way to protect you and
Fidelity by guaranteeing the signature that appears on your request. A
signature guarantee may not be provided by a notary public. The
Custodian will accept signature guarantees 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. Your partial liquidation request should be
sent to Boston Financial Data Services, Inc., P.O. Box 8300, Boston,
Massachusetts 02266-8300. Your request must be signed and any required
signature guarantee must be received in proper order before any
withdrawals or liquidations can be executed.

You may also make partial liquidations by telephone by calling
1-800-225-5270, as long as you are not withdrawing more than $100,000
from your Plan and your request does not require a signature
guarantee. You may not make a partial liquidation by telephone from a
Destiny tax-advantaged retirement plan.

The redemption price for the partial liquidation will be the next
determined NAV after your request is accepted. Partial liquidation
requests must be made by 4:00 p.m. Eastern time to receive that day's
NAV. You will receive proceeds by check made payable as the account is
registered and mailed to the address of record. Ordinarily, you will
be sent the proceeds of a partial liquidation within seven calendar
days from the time Boston Financial accepts the request. 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).

You may realize a capital gain or loss for federal income tax
purposes on partial liquidations. If assets from a Fidelity Destiny
IRA are distributed directly to you, you will be responsible for any
income taxes due on the distribution and, if you are under the age of
59 1/2, you may be subject to an early distribution penalty if those
assets are not reinvested into another IRA within 60 days of receipt
of the distribution. You may also be liable for any transfer or other
taxes that may be incurred on any partial liquidation or
replacement.

If you make a partial liquidation of some of your Plan shares, you
may, but are not obligated to, replace those shares by repurchasing
them, up to the dollar amount of the original sale, at any time after
90 days from the date of the original sale. If you own a Fidelity
Destiny IRA, you may replace those shares by repurchasing them, up to
the dollar amount of the original sale, at any time after 45 days from
the date of the original sale.

You may replace Plan shares at any time after 90 days, and the
replacement need not be made in one transaction. However, the amount
of any repurchase of shares following a partial liquidation must be at
least 25% of the amount liquidated or $500, whichever is less.
Replacements of partial liquidations should be clearly identified to
distinguish them from additional investments. The Custodian or Boston
Financial may require additional documentation. Your replacement will
be applied to the purchase of Fund shares at the next determined NAV.
Partial liquidations and replacements do not affect the total number
of monthly investments to be made or the unpaid balance of monthly
investments.

The partial liquidation and replacement privileges are intended to
facilitate the temporary use of funds invested in your Plan for
emergency purposes. The Sponsor reserves the right to limit the number
of transactions you may use to replace a partial liquidation and to
impose such additional restrictions as, in its judgment, are necessary
to conform with the requirements of Rule 2830 of the Rules of the
Association of the National Association of Securities Dealers, Inc.
(NASD).

10. SYSTEMATIC WITHDRAWAL PROGRAM

When you have completed your Plan, you may choose to start a
Systematic Withdrawal Program. If you have a Fidelity Destiny IRA and
are 59 1/2 years old or older, you do not have to complete your Plan
before you start a Systematic Withdrawal Program. To start this
program, you direct the Custodian, as your agent, to withdraw the
necessary shares from your Plan account so that the Custodian may make
regular cash withdrawals on the first day of every month or every
quarter. You may authorize cash withdrawals of any amount, subject to
a $50 minimum. The Sponsor has established the $50 minimum for
administrative convenience: it should not be considered a recommended
Systematic Withdrawal amount. You may change the dollar amount of the
withdrawal or stop the Systematic Withdrawal Program at any time.

Your Plan will remain in full force and effect with all rights and
privileges until all shares have been withdrawn from your account.
While the Systematic Withdrawal Program is in force, you may not elect
to receive dividends and distributions in cash. You should realize
that withdrawals in excess of the dividends and distributions paid on
your Plan shares will be made from principal and eventually may
exhaust your Plan account. Therefore, these withdrawals cannot be
considered as income on your investment. You may also realize a
capital gain or loss for federal income tax purposes upon payment of
each withdrawal. If you purchase two or more Plans, it is ordinarily
disadvantageous to participate in the Systematic Withdrawal Program on
a completed Plan while still making monthly investments on the
uncompleted Plan.

The Sponsor reserves the right to stop offering the Systematic
Withdrawal Program at any time after giving 90-days' notice to all
Planholders who have not elected to participate in the program. If you
are currently participating in the program at that time, you will be
allowed to continue your program. The Sponsor is not currently
contemplating ending the program.

11. TRANSFERRING OR ASSIGNING YOUR RIGHTS IN A PLAN

To secure a loan, you may assign your right, title and interest in
your entire Plan to a bank or other lending institution. You may not
assign your Plan if it is a Fidelity Destiny IRA, a UTMA Plan, or an
UGMA Plan. You may not make a partial assignment of your Plan. The
bank or other lending institution will not be entitled to exercise the
right of partial withdrawal or partial redemption.

You may also transfer your right, title, and interest to another
person whose only right shall be the privilege of complete withdrawal
from the Plan, or transfer your right, title, and interest to another
person, trustee, or custodian acceptable to the Sponsor, who has
applied to the Sponsor for a similar Plan. Additional documentation
may be required. Boston Financial or your representative will provide
you with the appropriate assignment forms. You will be liable for any
transfer taxes that may be incurred.

12. TRANSFER OF BROKER

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.

13. YOUR CANCELLATION AND REFUND RIGHTS

You have certain cancellation rights. Within 60 days after your
initial investment in a new Plan, the Sponsor will send you a notice
about these rights. If you elect to cancel your Plan within 45 days of
the date of the mailing of that notice, you will receive a cash refund
equal to the sum of (1) the total net asset value of the Fund shares
credited to your 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, you may cancel your Plan at any time within 18 months
of your initial investment by sending written instructions to Boston
Financial. If you cancel your Plan after the 45-day cancellation
period described above has expired but before the 18 month
cancellation period expires, you will receive a cash refund equal to
the sum of (1) the total net asset value of the Fund shares credited
to your Plan account on the date that the cancellation request is
received by Boston Financial and (2) the amount by which the Creation
and Sales Charges deducted from your 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, you must send a written
cancellation request to Boston Financial Data Services, Inc., P.O. Box
8300, Boston, Massachusetts 02266-8300. For your protection, if the
amount of your refund will be more than $100,000, if the proceeds are
to be sent to an address other than the address of record, if the
proceeds are to be paid to someone other than the record owner of the
account, or if you have changed your address within 30 days of your
cancellation request, your request must be signed by all the
registered owners and you must include a signature guarantee on your
cancellation request.

If you exercise your Cancellation and Refund Rights and redeem
your Plan, you may not reinstate the proceeds from such a cancellation
or refund at NAV, except as described under "Plan Reinstatement" on
page 29. You may realize a capital gain or loss for federal income tax
purposes at the time of redemption.

The Sponsor will send you a written notice of the 18-month right of
cancellation if, during the first 15 months after the issuance of your
Plan, you have missed three or more investments, or if, after the
first 15 months but prior to the end of 18 months from the issuance of
your Plan, you have missed one investment or more. If the Sponsor has
previously sent you a notice during the first 15 months after the
issuance of your Plan, a second notice will not be sent even if
additional investments are missed. These notices will inform you of
your Plan cancellation rights, and will include the value of your Plan
and the amount you would be entitled to receive upon cancellation, as
of the date of the notice.

1 4 . TERMINATING YOUR PLAN

You may terminate your Plan completely at any time by redeeming
all your shares. However, if you terminate your Plan before completing
all the scheduled investments, the percentage of your total
investments that will have been paid as Creation and Sales Charge will
be higher than if you had completed your Plan. You may also partially
liquidate your Plan. (See "Partial Liquidation of Your Plan" on page
.) If you terminate your Plan more than 60 days from the date of
issuance of your Plan, you may avoid paying any commission that a
security dealer may charge for terminating your Plan by sending
written notice of termination to Boston Financial. If your Plan is not
complete, a charge of $2.50 will be made for terminating your Plan.

When you terminate your Plan, you may choose to hold Fund shares
directly by instructing the Custodian to deliver any or all of the
Fund shares that have accumulated in your Plan for at least 60 days,
properly registered in your name, to Fidelity Service Company, Inc.
(Service), the transfer agent of the Funds. You may exchange your Fund
shares for shares of any of the Fidelity Funds, including Class A and
Class T shares of the Fidelity Advisor Funds, subject to minimum
investment requirements. You may also receive a check for the proceeds
by directing the Custodian, as your agent, to withdraw the shares,
redeem them, and send the proceeds to you. For more information, see
"Completed Plans and Exchanges" below and "Exchanging Shares" on page
F-14 the Funds' prospectus.

For your protection, if the amount of your proceeds from termination
will be more than $100,000, if the proceeds are to be sent to an
address other than the address of record, if the proceeds are to be
paid to someone other than the record owner of the account, or if you
have changed your address within 30 days of your cancellation request,
your request must be signed by all the registered owners and you must
include a signature guarantee on your termination request. Your
termination request and any necessary signature guarantees must be
received in proper order before any withdrawals or liquidations can be
executed. Termination requests should be sent to Boston Financial Data
Services, Inc., P.O. Box 8300, Boston, Massachusetts 02266-8300.

The redemption price of your Fund shares will be the next
determined NAV after your request is accepted. Termination requests
must be received by 4:00 p.m. Eastern time to receive that day's NAV.
You will receive proceeds by check made payable as the account is
registered and mailed to the address of record. Ordinarily, you will
be sent the proceeds within seven calendar days from the time Boston
Financial accepts your termination request. The right of redemption of
shares of the Funds may be suspended at times when the New York Stock
Exchange is closed or if the Securities and Exchange Commission has
determined that certain other emergencies exist. If the right of
redemption of shares is suspended, Fund shares may not be redeemed,
and therefore, cash withdrawals may not be made.

1 5 . COMPLETED PLANS AND EXCHANGES

Once you have completed your Plan, you may elect to hold shares of
the Funds directly by instructing the Custodian to deliver any or all
of the Fund shares that have accumulated in your Plan, properly
registered in your name, to the transfer agent of the funds. An annual
fee of $12 or 2/10ths of 1% of the Face Amount of the Plan, whichever
is less, will be charged if you have completed your Plan but elected
not to hold shares of the Fund directly.

Fund shares held directly by you may be exchanged at NAV for
shares of any of the Fidelity Funds, including Class A and Class T
shares of the Fidelity Advisor funds, subject to minimum initial
investment requirements. To exchange into a Fidelity Fund, you will
need to complete a Fidelity Fund application. FMR is the investment
adviser of the Fidelity Funds. For more information, see "Exchanging
Shares" on page F-14 of the Funds' prospectus.

Exchanges between the two Plans are not permitted, nor may exchanges
be made between these Plans and Destiny Plans I: N or Destiny Plans
II: N offered by means of a separate prospectus. Shares of any class
of Destiny I held by a Plan may not be exchanged for shares of any
class of Destiny II, nor may shares of any class of Destiny II held by
a Plan be exchanged for shares of Destiny I.

16. PLAN REINSTATEMENT

You may reinstate a terminated Plan without any Creation and Sales
Charges on the reinstated amount once during the original term of your
former Plan under the same account registration as your former Plan.
You must make your reinstatement within 90 days after the date you
terminated your former Plan. You need not reinstate all of the
proceeds which you received upon termination, but you must reinstate
at least 10% of the gross proceeds from the termination of your former
Plan. When you reinstate your Plan, your new Plan will be the same
type of Plan, and invest in the same class of Fund shares, as your
former Plan, at the NAV of that class next determined after your
reinstatement request is accepted in good order by Boston Financial.

You may terminate tax-advantaged retirement Plan accounts and
reinstate the assets in another tax-advantaged retirement account
without any sales charge as often as you wish as long as the only
difference between the account registration of the former Plan account
and the new Plan account is the name of the type of tax-advantaged
retirement account. You may wish to consult with a tax adviser before
terminating a tax-advantaged retirement account.

If you terminated your former Plan and redeemed your shares under
the Cancellation and Refund Rights described on page , you may not
reinstate the proceeds from such a cancellation or refund at NAV until
all refunded Creation and Sales Charges that were refunded in the
cancellation have been deducted from the amount being replaced. The
Plan Reinstatement Privilege is separate from the Partial Liquidation
Privilege described on page .

When you reinstate your Plan, your new Plan will resume at the
same monthly investment number that would have been due if you had not
terminated your former Plan. Your Plan will be credited for all
monthly investments made to your former Plan. If your Plan was not
current when it was terminated and you had an unpaid balance on your
monthly investments under your former Plan, you will be responsible
for any monthly investments due on your former Plan. However, you will
not need to make up any monthly investment that would have been made
while your Plan was terminated. The total number of monthly
investments to be made on your Plan will remain the same.

The Sponsor may, from time to time, extend the Plan Reinstatement
Privilege beyond the 90-day period on the terms described above. The
extended reinstatement period will not be available unless the Sponsor
has specified a time period during which the 90-day reinstatement
period has been extended.

You should recognize that if you terminate your Plan you may
realize a gain or loss for federal income tax purposes, but if you
reinvest some or all of the proceeds in your Destiny Plan within 30
days of that termination date, you may not recognize a loss for
federal income tax purposes.

17. TAXES

For tax purposes, you will be treated as directly owning Fund
shares. The Fidelity Destiny Portfolios prospectus more fully
describes how the dividends and distributions that are paid to you or
reinvested for you may be taxable to you. You bear the responsibility
for any taxes payable with respect to any of the profits realized on
sales or transfers by the Custodian or Sponsor of Fund shares or other
property credited to your account in accordance with the provisions of
your Plan and for any taxes levied or assessed with respect to Fund
shares or the income from Fund shares, not the Custodian or Sponsor.
For more information, see "Tax Consequences" on page F-17 of Funds'
prospectus. Appropriate notices about taxable distributions will be
sent to you as necessary.

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 your shares is the amount you paid for
those shares, including the Creation and Sales Charges and the cost of
any reinvested distributions but not including the Custodian Fees.
If you own a Fidelity Destiny IRA and itemize your deductions, you may
be able to claim a miscellaneous itemized deduction for any
administrative or trustee fees incurred in connection with that IRA if
those fees are billed separately or paid separately.

1 8 . TERMINATION OF YOUR PLAN BY THE SPONSOR OR CUSTODIAN

Although a Plan may call for regular investments over a 10-year or
15-year period, neither the Sponsor nor the Custodian can terminate
your Plan until 300 investments have been made unless the Plan is in
default or unless shares of the Fund are not obtainable and a
substitution is not made. (See "Substitution of the Underlying
Investment" below.) Normally, a Plan is in default if no investments
have been made for six consecutive months. However, under the current
policy, a Plan is not in default if one investment has been made
during each six-month period of the calendar year. Although the
Sponsor does not currently intend to do so, the Sponsor reserves the
right to change the current default policy in the future. The default
period will not start until you have been given full credit for the
amount of any advance investments you have made.

After 300 investments, or if other events justify termination, the
Sponsor or the Custodian may terminate your Plan with 60 days written
notice by mailing you notice of termination at the address shown on
your Plan account registration. The notice will request that you
choose to have the Plan distributed either in cash or in Fund shares
(together with the cash value of any fractional shares) after
deduction for all authorized charges, fees and expenses. Upon
termination, the Custodian, acting as your agent, may surrender for
liquidation either all of the Fund shares credited to your Plan or
sufficient Fund shares to pay all authorized deductions and leave no
fractional shares. The Fund shares and any cash remaining after paying
all authorized deductions will be held by the Custodian for delivery
to you.

No interest will be paid by the Custodian on any cash balances. If
you do not respond within 60 days after the notice of termination is
mailed to you, the Custodian, at its discretion, may at any time
thereafter fully discharge its obligations by mailing a check for the
liquidated value of the Fund shares to you. You 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 your benefit, subject only to any applicable escheatment
laws. The Custodian has no obligation to pay interest on or to
reinvest checks returned to it.

SUBSTITUTION OF THE UNDERLYING INVESTMENT

The Sponsor may substitute the shares of another investment medium as
the underlying investment if it deems the substitution to be in the
best interest of Planholders. The 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 the substitution;

(b) give written notice of the proposed substitution to the Custodian;

(c) give a written notice of the proposed substitution to each
Planholder that includes 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 the notice, you 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
proper notice under these provisions has been given to each
Planholder.

If your Plan is not surrendered within 30 days from the date the
notice was sent to you, the Custodian shall purchase the new shares
for your Plan with any dividends or distributions which may be
reinvested for your Plan. If the new shares are also to be substituted
for the shares your Plan already holds, 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 the substitution, as specified above, and then shall
notify each Planholder. If, within 30 days after mailing the required
notice to you, you give your written approval of the substitution and
agree to bear the pro rata share of actual expenses, including tax
liability sustained by the Custodian, the Custodian may thereafter
purchase the substituted shares. Your failure to give written approval
of the substitution within the 30-day period shall give the Custodian
the authority to terminate your Plan.

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 a unit investment trust under the Investment Company Act of
1940, and are registered with the SEC. Registration with the SEC does
not imply supervision of management or investment practices or
policies by the SEC. No Plan certificates are available. Fidelity
Destiny Portfolios does not sell shares of Class O directly to the
general public. Fidelity Systematic Investment Plans are currently
offered for sale in all states.

In addition to the two Plans offered in this prospectus there are
currently two other series of Fidelity Systematic Investment Plans:
Destiny Plans I: N and Destiny Plans II: N (the "N Plans"). A copy of
a separate prospectus describing the two N Plans in detail is
available from your investment professional or from Fidelity
Distributors Corporation.

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
the next NAV calculated after your investment is received in good
order by the Custodian. 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
you direct Boston Financial to remit them to you in cash.

Commissions ranging from 41.7 % to 92.4 % 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 Selling Dealer Agreement with the
Sponsor. From time to time the Sponsor may increase the commissions
paid to broker-dealer firms to 100%. These broker-dealers are
independent contractors. Nothing in this prospectus or in other
literature or confirmations issued by the Sponsor, the Custodian or
Boston Financial including the words "repre sentative" or
"commission," makes 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 dealer or investment broker.

THE CUSTODIAN

State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts, is the Custodian for the Plans under a Custodian
Agreement with the Sponsor and maintains custody of the Plans. Plan
services are provided by the Custodian or its affiliated bookkeeping
and administrative service agent, Boston Financial Data Services, Inc.
(Boston Financial). Acting as your agent, the Custodian assumes the
responsibility for the many administrative details of your Plan.

All correspondence should be directed to Boston Financial Data
Services, Inc., P.O. Box 8300, Boston, Massachusetts 02266-8300 or
your representative.

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 all or a portion
of the fees and charges made in the course of performing the
administrative functions. 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.

You send your investments into the Plans to Boston Financial. After
making authorized deductions, Boston Financial applies the money to
the purchase of Fund shares. Investments in Destiny Plans I: O
purchase shares of Class O of Destiny I. Investments in Destiny Plans
II: O purchase shares of Class O of Destiny II. The Custodian holds
these Fund shares in its custody, receiving dividends and
distributions that, at your option, may be remitted either to you or
reinvested in additional Fund shares.

The Custodian causes periodic audits to be taken of the records it
maintains relating to the Plans, unless those audits are arranged for
by the Sponsor, and prepares certain other reports required by
law.

The Custodian has assumed only those obligations specifically
imposed on it under the Custodian 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 Custodian Agreement cannot be amended to affect your rights
and privileges without your written consent, nor may the Custodian
resign unless a successor has been designated and has accepted the
Custodianship. That successor must be a bank or trust company that
has capital, surplus and undivided profits totaling at least
$2,000,000. The Custo dian may be changed without notice to you or
your approval. 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 Custodian Agreement or
if the Custodian terminates its custodianship on 90 days' notice after
the third year of the term of the Custodian Agreement, or on 30 days'
notice after the expiration of any further two-year period.

THE SPONSOR

Fidelity Distributors Corporation (Distributors or Sponsor), 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.

J. Gary Burkhead, Director (1999 - present), is Vice Chairman of
FMR Corp. and President of Fidelity Personal Investments and Brokerage
Group.

Paul J. Gallagher, Director (1998 - present), is President of
Fidelity Service Company, Inc.

Kevin J. Kelly, Director (1999 - present), is President of Fidelity
Investments Institutional Services Company Inc.

Edward L. McCartney, Director and President (1999 - present), is
Executive Vice President of Fidelity Customer Marketing & Development
Group.

Eric Roiter, Vice President and Clerk (1998 - present), is Senior
Vice President and General Counsel of FMR.

Jane Greene, Treasurer and Controller (1999 - present), is an
employee of FMR Corp.

Gary Greenstein, Assistant Treasurer (1995 - present), is an
employee of FMR Corp.

Jay Freedman, Assistant Clerk (1996 - present), is an employee of
FMR Corp.

During the twelve months ended September 30, 1999, the
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.

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.

Members of the Edward C. Johnson 3d family are the predominant
holders 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.

Edward C. Johnson 3d is Chairman, Chief Executive Officer and a
director of FMR Corp., and a Director, Chairman of the Board and
Chairman of the Executive Committee of FMR. He is also a Trustee and
President of Fidelity's mutual funds. Mr. Johnson's daughter, Abigail
P. Johnson, is a Director of FMR Corp. and Vice President of certain
of Fidelity's equity funds.

ILLUSTRATION OF TWO HYPOTHETICAL DESTINY PLANS

ILLUSTRATION OF A HYPOTHETICAL $50 MONTHLY DESTINY PLANS I: 0

The table below assumes an initial investment of $50 and
subsequent investments of $50 per month in a Plan with income,
dividends and capital gain distributions reinvested in additional
shares. The illustration includes the effect of expenses paid by Class
O. No adjustments have been made for any income taxes payable by
investors on capital gain distributions and dividends reinvested. The
table covers the period from October 1984 through September 1999, with
all investments made at the end of each month.

This period was one of widely fluctuating common stock prices. The
results shown are based on historical performance and should not be
considered a representation of the investment results you would obtain
if you started a Plan today. Your Plan does not assure a profit or
protect against a loss. When you sell your shares they may be worth
more or less than you paid for them.

DEDUCTIONS(A)

Investment No. Fiscal Year Ended Cumulative Investments Annual Sales Charges Annual Custodian Fees(B) Total Shares

1-12 Sept-85 $ 600.00 $ 300.00 $ 13.20 27.008

13-24 Sept-86 1,200.00 34.32 13.20 81.185

25-36 Sept-87 1,800.00 34.32 13.20 138.552

37-48 Sept-88 2,400.00 34.32 13.20 204.284

49-60 Sept-89 3,000.00 34.32 13.20 260.037

61-72 Sept-90 3,600.00 34.32 13.20 331.956

73-84 Sept-91 4,200.00 34.32 13.20 388.401

85-96 Sept-92 4,800.00 34.32 13.20 499.700

97-106 Sept-93 5,400.00 34.32 13.20 601.852

109-120 Sept-94 6,000.00 34.32 13.20 675.909

121-132 Sept-95 6,600.00 34.32 13.20 846.212

133-144 Sept-96 7,200.00 34.32 13.20 932.366

145-156 Sept-97 7,800.00 34.32 13.20 1059.502

157-168 Sept-98 8,400.00 34.32 13.20 1197.771

169-180 Sept-99 9,000.00 34.32 13.20 1340.549

$ 9,000.00 $ 780.48 $ 198.00

</TABLE>

DEDUCTIONS(A) CUMULATIVE TOTAL VALUE OF
SHARES

Investment No. Annual Dividend Income Annual Capital Gains From Investment From Dividends From Capital Gains
Distributions

1-12 $ 9.12 $ 22.61 $ 261.11 $ 8.79 $ 21.78

13-24 19.14 151.94 766.12 28.20 170.98

25-36 30.58 261.59 1,523.87 65.03 468.61

37-48 40.59 138.34 1,803.66 97.06 534.34

49-60 66.15 131.87 2,863.81 195.06 802.68

61-72 92.23 300.86 2,597.94 222.97 853.85

73-84 120.39 156.87 4,302.25 438.65 1,372.54

85-96 133.30 1,002.98 4,632.03 555.66 2,327.79

97-106 148.83 927.05 5,764.58 783.13 3,599.51

109-120 66.78 631.42 6,613.60 893.79 4,456.19

121-132 231.57 1,723.16 7,637.52 1,253.73 7,000.62

133-144 365.93 689.32 8,883.17 1,770.23 8,376.20

145-156 421.45 1,620.25 11,541.45 2,704.30 12,326.57

157-168 499.70 2,158.26 11,853.31 3,187.45 14,400.46

169-180 504.48 2,606.49 13,335.92 3,968.94 18,273.30

$ 2,750.24 $ 12,523.00 TOTAL

</TABLE>

CUMULATIVE TOTAL VALUE OF
SHARES

Investment No. Total Value of Plan(C)

1-12 $ 291.68

13-24 965.30

25-36 2,057.50

37-48 2,435.06

49-60 3,861.56

61-72 3,674.75

73-84 6,113.44

85-96 7,515,48

97-106 10,147.22

109-120 11,963.58

121-132 15,891.87

133-144 19,029.59

145-156 26,572.32

157-168 29,441.22

169-180 35,578.16

$ 35,578.16

</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
$300.00. 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
charge will be determined annually by prorating each Plan's
administrative costs over the total number of Plan accounts. In
general, for the fiscal year ended September 30, 1999, the charge was
$5.47 for Destiny Plans I: O and $5.52 for Destiny Plans II: O per
Plan account. See "Custodian Fees and Other Service Charges" on page
.

ILLUSTRATION OF A HYPOTHETICAL $166.66 MONTHLY DESTINY PLANS I:
0

The table below assumes an initial investment of $166.66 and
subsequent investments of $166.66 per month in a Plan with income,
dividends and capital gain distributions reinvested in additional
shares. The illustration includes the effect of expenses paid by Class
O. No adjustments have been made for any income taxes payable by
investors on capital gain distributions and dividends reinvested. The
table covers the period from October 1984 through September 1999, with
all investments made at the end of each month.

This period was one of widely fluctuating common stock prices. The
results shown are based on historical performance and should not be
considered a representation of the investment results you would obtain
if you started a New Plan today. Your Plan does not assure a profit or
protect against a loss. When you sell your shares they may be worth
more or less than you paid for them.

DEDUCTIONS(A)

Investment No. Fiscal Year Ended Cumulative Investments Annual Sales Charges Annual Custodian Fees(B) Total Shares

1-12 Sept-85 $ 1,999.92 $ 999.96 $ 18.00 92.470

13-24 Sept-86 3,999.84 75.96 18.00 279.211

25-36 Sept-87 5,999.76 75.96 18.00 476.969

37-48 Sept-88 7,999.68 75.96 18.00 703.622

49-60 Sept-89 9,999.60 75.96 18.00 895.893

61-72 Sept-90 11,999.52 75.96 18.00 1143.871

73-84 Sept-91 13,999.44 75.96 18.00 1338.533

85-96 Sept-92 15,999.36 75.96 18.00 1722.233

97-108 Sept-93 17,999.28 75.96 18.00 2074.425

109-120 Sept-94 19,999.20 75.96 18.00 2329.778

121-132 Sept-95 21,999.12 75.96 18.00 2916.896

133-144 Sept-96 23,999.04 75.96 18.00 3213.949

145-156 Sept-97 25,998.96 75.96 18.00 3652.269

157-168 Sept-98 27,998.88 75.96 18.00 4128.963

169-180 Sept-99 29,998.80 75.96 18.00 4621.200

$ 29,998.80 $ 2,063.40 $ 270.00

</TABLE>

DEDUCTIONS(A) CUMULATIVE TOTAL VALUE OF
SHARES

Investment No. Annual Dividend Income Annual Capital Gain From Investment From Dividends From Capital Gains
Distributions

1-12 $ 31.23 $ 77.41 $ 894.00 $ 30.09 $ 74.58

13-24 65.81 522.40 2,635.51 96.80 587.50

25-36 105.25 900.43 5,247.75 223.52 1,611.73

37-48 139.79 476.34 6,214.82 333.92 1,838.43

49-60 227.89 454.30 9,870.34 671.40 2,762.27

61-72 317.78 1,036.64 8,955.48 767.71 2,939.46

73-84 414.87 540.59 14,832.14 1,510.72 4,725.65

85-96 459.40 3,456.73 15,970.25 1,914.03 8,018.11

97-108 512.97 3,195.21 19,876.21 2,697.92 12,400.67

109-120 230.19 2,176.36 22,804.66 3,079.27 15,353.14

121-132 798.20 5,939.55 26,336.32 4,319.84 24,123.14

133-144 1,261.38 2,376.09 30,632.58 6,100.06 28,864.06

145-156 1,452.78 5,585.15 39,800.26 9,319.43 42,479.22

157-168 1,722.54 7,439.89 40,876.42 10,984.96 49,628.52

169-180 1,739.06 8,985.12 45,989.95 13,678.72 62,977.96

$ 9,479.14 $ 43,162.21 TOTALS

</TABLE>

CUMULATIVE TOTAL VALUE OF
SHARES

Investment No. Total Value of Plan(C)

1-12 $ 998.67

13-24 3,319.82

25-36 7,082.99

37-48 8,387.17

49-60 13,304.01

61-72 12,662.65

73-84 21,068.51

85-96 25,902.39

97-108 34,974.80

109-120 41,237.07

121-132 54,779.30

133-144 65,596.70

145-156 91,598.90

157-168 101,489.90

169-180 122,646.64

$ 122,646.64

</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
charge will be determined annually by prorating each Plan's
administrative costs over the total number of Plan accounts. In
general, or the fiscal year ended September 30, 1999, the charge was
$5.47 for Destiny Plans I: O and $5.52 for Destiny Plans II: O per
Plan account. See "Custodian Fees and Other Service Charges" on page
.

GLOSSARY

COMPLETED PLAN: A Plan is complete once the Face Amount 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. A Completed Plan that has not been redeemed is a Current Plan.
Tax-advantaged retirement plans are Current Plans.

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 lower than
the average price at which the securities were purchased because an
investment of a fixed dollar amount buys more shares when the share
price is low and fewer shares when the share price is high.

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 dollar amount
needed to complete a particular plan is known as a Face Change.

MUTUAL FUND: An investment company that pools capital from
shareholders and invests in stocks, bonds, options, or other
securities. Mutual funds offer investors the advantages of
diversification and professional management.

RIGHTS OF ACCUMULATION: The right to reduce the Creation and
Sales Charges paid on two or more Plans based on the total Face Amount
of the Plans.

SYSTEMATIC INVESTMENT PLAN OR PERIODIC PAYMENT PLAN: An investment
program in which an investor invests a speci fied amount of money in
a fund at regular intervals. A Contractual Plan is a special type of
systematic investment plan.

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.

REPORT OF INDEPENDENT ACCOUNTANTS

To the Directors of Fidelity Distributors Corporation and Investors
under Fidelity Systematic Investment Plans: Destiny Plans I: N and
Destiny Plans II: N:

In our opinion, the accompanying statements of assets and
liabilities and the related statements of operations and of changes in
net assets invested in shares of Fidelity Systematic Investment Plans:
Destiny Plans I: N and Destiny Plans II: N (formerly known as Destiny
Plans I: New and Destiny Plans II: New) (the "Plans") present fairly,
in all material respects, the financial position of the Plans at
September 30, 1999, and the results of their operations and the
changes in their net assets for the period from April 30, 1999
(commencement of sale of Class N shares) to September 30, 1999, in
conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Plan's management;
our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these
financial statements in accordance with generally accepted auditing
standards which 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, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.

Boston, Massachusetts PricewaterhouseCoopers LLP
November 12, 1999

FIDELITY SYSTEMATIC INVESTMENT PLANS: DESTINY PLANS I: N
FINANCIAL STATEMENTS

Statement of Assets and Liabilities
September 30, 1999

ASSETS:
Securities of investment
company: 6,070
Class N shares of Destiny
I held for investors, valued
at net asset value of
$26.45 per share (Note 1)
(average cost $169,178) $ 160,675
Cash 6,887
Receivable for Class N
Destiny I shares sold 217
Total assets 167,779

LIABILITIES:
Payable to custodian,
sponsor and
broker/dealer (Note 3) $ 7,104
Total liabilities 7,104
NET ASSETS (Note 2) $ 160,675

Statement of Operations

For the period April 30, 1999
(commencement of sale of
Class N shares) through
September 30, 1999

INVESTMENT INCOME:
Distributions received on
Class N shares of Destiny I $ --
from
net investment income

Net investment
income --

REALIZED AND UNREALIZED
GAIN ON INVESTMENTS:
Complete and partial
liquidations, including
Destiny I Class N
shares delivered
to investors at
market value:
Proceeds received 4,814
Cost of Destiny I:
N shares (4,841)
Net realized
gain/(loss) on Plan
liquidations (27)
Net (decrease)/increase
in unrealized
appreciation (8,503)
Net realized and
unrealized gain/(loss)
on Plan shares (8,530)
Distributions received
on Class N shares of
Destiny I from
net realized gains
on investments --
Net (decrease)/increase
in net assets resulting
from operations $ (8,530)

DESTINY PLANS I: N - FINANCIAL STATEMENTS - CONTINUED

Statements of Changes in Net Assets Invested in Shares of Destiny
I: N

For the period April 30, 1999
(commencement of sale of
Class N shares) through
September 30, 1999

Amount Shares

Net assets at beginning
of period $ -- --
Additions during period:
From investor
payments 260,974
Less: creation and
sales charges
(Note 3) (86,955)
Balance invested in
Destiny I Class N shares 174,019 6,245
Net investment income and
net realized gains on
investments --
Less: Cash
distributions
to investors --
Balance reinvested in
Destiny I Class N shares --
Net realized gain/(loss) on
Plan liquidations (27)
Net increase/(decrease)
in unrealized
appreciation (8,503) --
Total 165,489 6,245
Deductions during period:
Redemptions and
cancellations of
Destiny I Class N shares (4,814) (175)
Net assets at end
of period 160,675 6,070

FIDELITY SYSTEMATIC INVESTMENT PLANS: DESTINY PLANS II: N
FINANCIAL STATEMENTS

Statement of Assets and Liabilities
September 30, 1999

ASSETS:
Securities of
investment
company: 97,063
Class N shares
of Destiny II held
for investors,
valued at net
asset value of
$14.72 per share
(Note 1) (average cost
$1,481,835)
Cash $ 1,429,737
Receivable for 37,870
Class N Destiny
II shares sold
Total assets 48,796
1,516,403

LIABILITIES:
Payable for Class
N Destiny II
shares purchased $ 42,337
Payable to
custodian, sponsor
and broker/dealer
(Note 3) 44,329
Total liabilities 86,666
NET ASSETS (Note 2) $ 1,429,737

Statements of Operations

For the period April 30, 1999
(commencement of sale of
Class N shares) through
September 30, 1999

INVESTMENT INCOME:
Distributions received
on Class N
shares of
Destiny II from
net investment
income $ --

Net investment income --

REALIZED AND
UNREALIZED GAIN
ON INVESTMENTS:
Complete and partial
liquidations, including
Destiny II Class
N shares delivered
to investors at
market value:
Proceeds received 32,116
Cost of Destiny
II: N shares (32,263)
Net realized
gain (loss) on
Plan liquidations (147)
Net (decrease)/increase
in unrealized
appreciation (52,098)
Net realized and
unrealized gain/(loss)
on Plan shares (52,245)
Distributions received
on Class N shares of
Destiny II from
net realized
gains on investments --
Net
(decrease)/increase in
net assets resulting
from operations $ (52,245)

DESTINY PLANS II: N - FINANCIAL STATEMENTS - CONTINUED

Statement of Changes in Net Assets Invested in Shares of Destiny
II: N

For the period April 30, 1999
(commencement of sale of
Class N shares) through
September 30, 1999

Amount Shares

Net assets at
beginning of
period $ -- --
Additions during period:
From investor
payments 2,066,518
Less: creation and
sales charges
(Note 3) (552,420)
Balance invested in
Destiny II Class N shares 1,514,097 99,160
Net investment income and
net realized gains on --
investments
Less: Cash
distributions --
to investors
Balance reinvested in --
Destiny II Class N shares
Net realized gain/(loss) (147)
on Plan liquidations
Net increase/(decrease) in (52,098)
unrealized appreciation 1,461,853 99,160
Total
Deductions during period:
Redemptions and
cancellations of (32,116) (2,097)
Destiny II Class N shares
Net assets at end 1,429,737 97,063
of period

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 the
Class N shares of Fidelity Destiny Portfolios: Destiny I and Destiny
II (the "Funds"). Destiny Plans I: N is for the accumulation of Class
N shares of Fidelity Destiny Portfolios: Destiny I; Destiny Plans II:
N is for the accumulation of Class N 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:

SECURITY VALUATION. The investments in shares of Fidelity Destiny
Portfolios: Destiny I and Destiny II are valued at each of the Fund's
respective bid market price which is equal to the net asset value per
share of each Fund 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: N assets consisted of the following at September
30, 1999:

Systematic Investment Plans

Payments received from
investors on outstanding
Plans $ 253,130
Deduct:
Sponsor fees 83,952
Total deductions 83,952
Net payments invested
in Class N shares
of Destiny I 169,178
Add:
Distributions from
investment income
reinvested --
Distributions from realized
gains reinvested --
Unrealized appreciation
in Destiny I
Class N shares held at
September 30, 1999 (8,503)
Net assets $ 160,675

NOTES TO FINANCIAL STATEMENTS - CONTINUED
2. PLAN ASSETS - CONTINUED

Destiny Plans II: N assets consisted of the following at September
30, 1999:

Systematic Investment Plans

Payments received from $ 2,019,994
investors on outstanding
Plans Deduct:

Sponsor fees 538,159

Total deductions 538,159

Net payments invested in 1,481,835
Class N shares of Destiny II
Add:

Distributions from
investment income reinvested

Distributions from realized --
gains reinvested

Unrealized appreciation in --
Destiny II Class N shares
held at

September 30, 1999 (52,098)

Net assets $ 1,429,737

3. EXPENSES AND DEDUCTIONS: For information regarding Creation and
Sales Charges and Account Fees, see page of this Prospectus.

Fidelity Distributors Corporation, a wholly owned subsidiary of
FMR Corp. and sponsor of Fidelity Systematic Investment Plans,
received approximately $9,300, as its portion of the Creation and
Sales Charges on sales of Destiny Plans I: N during the period ended
September 30, 1999, and $47,000, on sales of Destiny Plans II: N
during the period ended September 30, 1999.

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholder of Fidelity Distributors
Corporation

(A Wholly-Owned Subsidiary of FMR Corp.):

In our opinion, the accompanying statement of financial condition
present s fairly, in all material respects, the financial
position of Fidelity Distributors Corporation at December 31, 1998, in
conformity with generally accepted accounting principles. Th is
financial statement is the responsibility of the Company's
management; our responsibility is to express an opinion on th is
financial statement based on our audit. We conducted our audit of
th is statement in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain
reasonable assurance about whether th is 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, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for the opinion expressed above.

PricewaterhouseCoopers LLP
January 27, 1999

FIDELITY DISTRIBUTORS CORPORATION
(A WHOLLY-OWNED SUBSIDIARY OF FMR CORP.)

STATEMENT OF FINANCIAL CONDITION
December 31, 1998
(Dollars in thousands)

ASSETS
Cash $ 51
Receivables:
Brokers, dealers and customers 43,526
Mutual funds 44,924
Investments, at market (cost $18,766) 18,877
Property and equipment, net 3,431
Deferred dealers concessions, net 136,532
Other assets 848
Total Assets $ 248,189

LIABILITIES
Liabilities:
Payable to broker/dealers $ 20,090
Payable to mutual funds 43,451
Other liabilities 377
Total Liabilities $ 63,918

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 48,494
Retained earnings 140,192
189,162
Less: Receivable from FMR Corp. (4,891)
Total Stockholder's Equity 184,271
Total Liabilities and Stockholder's
Equity $ 248,189

The accompanying notes are an integral part of th is financial
statement.

FIDELITY DISTRIBUTORS CORPORATION
(A WHOLLY-OWNED SUBSIDIARY OF FMR CORP.)
NOTES TO FINANCIAL STATEMENT

A. PRINCIPAL BUSINESS ACTIVITIES:

Fidelity Distributors Corporation (the "Company") is a registered
broker/dealer under the Securities Exchange Act of 1934. The Company's
parent is FMR Corp. The Company is the principal underwriter and
distributor of mutual funds under agreements with funds managed by an
affiliate and is the sponsor of Fidelity Destiny P lans. A
division of Fidelity Distributors Corporation provides mutual fund
transfer agent services and other administrative services on behalf of
affiliated companies.

B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

USE OF ESTIMATES

The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and the disclosure of contingent assets and
liabilities as of December 31, 1998 . Actual results could
differ from the estimates included in the financial statements.

INVESTMENTS

Investments consist of shares held in Fidelity mutual funds and are
stated at market value.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost less accumulated
depreciation. Depreciation is computed using the straight-line method
based on estimated useful lives as follows: computer equipment, three
years; and furniture and equipment, five to ten years. Renewals and
betterments of a nature considered to materially extend the useful
lives of the assets are capitalized.

FIDELITY DISTRIBUTORS CORPORATION
(A WHOLLY-OWNED SUBSIDIARY OF FMR CORP.)
NOTES TO FINANCIAL STATEMENT (continued)

B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

DEFERRED DEALERS CONCESSIONS

Deferred dealers concessions of $136,531,634 is net of accumulated
amortization of $41,011,333 as of December 31, 1998. These deferred
charges represent sales commissions paid to financial intermediaries
in connection with the sale of certain mutual funds' shares that pay
the Company an asset-based trailer fee and are subject to a contingent
deferred sales charge. The charges are amortized over five years and
are borne by an affiliate.

INCOME TAXES

The Company is included in the consolidated federal and certain state
income tax returns of FMR Corp. Deferred income taxes result from
differences in the recognition of revenue and expense for tax and
financial reporting purposes. The Company's deferred tax asset at
December 31, 1998 approximated $5,471,000 and is included in
Receivable from FMR Corp. The principal sources of temporary
differences related to deferred compensation, pension expense and
depreciation.

C. TRANSACTIONS WITH FMR CORP. AND AFFILIATED COMPANIES:

The Company is party to several arrangements with affiliated
companies. Under these arrangements, the Company charged these
affiliates for shareholder services, marketing and distribution
expenses and other administrative services and was charged for
promotional expenses, systems processing and development and occupancy
expenses. In addition, certain direct and indirect expenses incurred
in connection with underwriting and distribution of Fidelity mutual
fund shares are borne by affiliated companies.

FIDELITY DISTRIBUTORS CORPORATION
(A WHOLLY-OWNED SUBSIDIARY OF FMR CORP.)
NOTES TO FINANCIAL STATEMENT (continued)

C. TRANSACTIONS WITH AFFILIATED COMPANIES, CONTINUED:

The Company participates in FMR Corp.'s noncontributory defined
benefit pension plan covering all of its eligible employees.

The Company 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 stated
percentages of eligible employee compensation and employee
contribution participation.

The Company participates in various FMR Corp. stock-based compensatory
plans. Compensation is based on the change in the net asset value of
FMR Corp. stock, as defined.

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 unaffiliated third parties. The Company generally 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 may offset
liabilities which will ultimately be settled by FMR Corp. on behalf of
the Company against its receivable from FMR Corp. In accordance
with the agreement, certain liabilities of approximately $28,575,000
have been offset against the receivable from FMR Corp.

D. PROPERTY AND EQUIPMENT:

At December 31, 1998, property and equipment, at cost, consists of the
following (in thousands):

Equipment $ 28,594
Furniture and fixtures 1,491

30,085
Less: Accumulated depreciation 26,654
$ 3,431

FIDELITY DISTRIBUTORS CORPORATION
(A WHOLLY-OWNED SUBSIDIARY OF FMR CORP.)
NOTES TO FINANCIAL STATEMENT (continued)

E . NET CAPITAL REQUIREMENT:

The Company 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, 1998, the Company had net capital of $16,257,000 in
excess of its required net capital of $113,000. Additionally, the
ratio of aggregate indebtedness to net capital at December 31, 1998
was 0.10 to 1.

[This Page Intentionally Left Blank]

LIKE SECURITIES OF ALL MUTUAL FUNDS, THESE SECURITIES
HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, AND THE
SECURITIES AND EXCHANGE COMMISSION HAS NOT
DETERMINED IF THIS PROSPECTUS IS ACCURATE OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

FIDELITY(REGISTERED TRADEMARK)

DESTINY PORTFOLIOS

DESTINY I - CLASS O
(Fund 006, CUSIP 316127109)

DESTINY II - CLASS O
(Fund 306, CUSIP 316127208)

S hares of Class O of each fund are only available to the
general public through Fidelity Systematic Investment Plans:
Destiny Plans I: O and Destiny Plans II: O (the " Destiny Plans"
or a " Destiny Plan"), a unit investment trust. Details of the
Destiny Plans, including the Creation and Sales Charges and the
Custodian Fees, are discussed in the prospectus for the Destiny
Plans. Prospective investors should read this prospectus in
conjunction with the Destiny Plans' prospectus.

PROSPECTUS
NOVEMBER 26, 1999

(FIDELITY_LOGO_GRAPHIC)(registered trademark)
82 DEVONSHIRE STREET, BOSTON, MA 02109

CONTENTS

FUND SUMMARY F-3 INVESTMENT SUMMARY

F-4 PERFORMANCE

F-6 FEE TABLE

FUND BASICS F-8 INVESTMENT DETAILS

F-9 VALUING SHARES

SHAREHOLDER INFORMATION F-11 BUYING AND SELLING SHARES

F-14 EXCHANGING SHARES

F-14 ACCOUNT FEATURES AND POLICIES

F-16 DIVIDENDS AND CAPITAL GAIN
DISTRIBUTIONS

F-17 TAX CONSEQUENCES

FUND SERVICES F-18 FUND MANAGEMENT

F-19 FUND DISTRIBUTION

APPENDIX F-20 FINANCIAL HIGHLIGHTS

F-22 ADDITIONAL PERFORMANCE
INFORMATION

FUND SUMMARY

INVESTMENT SUMMARY

INVESTMENT OBJECTIVE

DESTINY I seeks capital growth.

PRINCIPAL INVESTMENT STRATEGIES

Fidelity Management & Research Company (FMR)'s principal investment
strategies include:

(small solid bullet) Normally investing primarily in common stocks.

(small solid bullet) Potentially investing in other types of
securities, including bonds which may be lower-quality debt
securities.

(small solid bullet) Investing in domestic and foreign issuers.

(small solid bullet) Investing in either "growth" stocks or "value"
stocks or both.

(small solid bullet) Using fundamental analysis of each issuer's
financial condition and industry position and market and economic
conditions to select investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) STOCK MARKET VOLATILITY. Stock markets are
volatile and can decline significantly in response to adverse issuer,
political, regulatory, market or economic developments. Different
parts of the market can react differently to these developments.

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a debt security to decrease.

(small solid bullet) FOREIGN EXPOSURE. Foreign markets can be more
volatile than the U.S. market due to increased risks of adverse
issuer, political, regulatory, market or economic developments and can
perform differently from the U.S. market.

(small solid bullet) ISSUER-SPECIFIC CHANGES. The value of an
individual security or particular type of security can be more
volatile than the market as a whole and can perform differently from
the value of the market as a whole. Lower-quality debt securities
(those of less than investment-grade quality) can be more volatile due
to increased sensitivity to adverse issuer, political, regulatory,
market or economic developments.

An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.

When you sell your shares of the fund, they could be worth more or
less than what you paid for them.

INVESTMENT OBJECTIVE

DESTINY II seeks capital growth.

PRINCIPAL INVESTMENT STRATEGIES

FMR's principal investment strategies include:

(small solid bullet) Normally investing primarily in common stocks.

(small solid bullet) Potentially investing in other types of
securities, including bonds which may be lower-quality debt
securities.

(small solid bullet) Investing in domestic and foreign issuers.

(small solid bullet) Investing in either "growth" stocks or "value"
stocks or both.

(small solid bullet) Using fundamental analysis of each issuer's
financial condition and industry position and market and economic
conditions to select investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a debt security to decrease.

An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.

When you sell your shares of the fund, they could be worth more or
less than what you paid for them.

PERFORMANCE

The following information illustrates the changes in each fund's
performance from year to year and compares Class O's performance to
the performance of a market index and an average of the performance of
similar funds over various periods of time and also illustrates the
performance of the Destiny Plans. Returns for each fund do not include
the effect of the Destiny Plan Creation and Sales Charges and
Custodian Fees. Returns for each fund would be lower if the effect of
the Destiny Plan Creation and Sales Charges and Custodian Fees was
included. The returns for the Destiny Plans do include the effect of
the Destiny Plan Creation and Sales Charges and Custodian Fees.
Returns are based on past results and are not an indication of
future performance .

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
YEAR-BY-YEAR RETURNS

DESTINY I - CLASS O

Calendar Years 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998

25.54% -3.15% 38.92% 15.15% 26.42% 4.43% 36.95% 18.55% 30.92% 25.63%

</TABLE>

Percentage
(%)
Row: 1, Col: 1, Value: 25.54
Row: 2, Col: 1, Value: -3.15
Row: 3, Col: 1, Value: 38.92
Row: 4, Col: 1, Value: 15.15
Row: 5, Col: 1, Value: 26.42
Row: 6, Col: 1, Value: 4.430000000000001
Row: 7, Col: 1, Value: 36.95
Row: 8, Col: 1, Value: 18.55
Row: 9, Col: 1, Value: 30.92
Row: 10, Col: 1, Value: 25.63

DURING THE PERIODS SHOWN IN THE CHART FOR CLASS O OF DESTINY I, THE
HIGHEST RETURN FOR A QUARTER WAS 21.23 % (QUARTER ENDING
MARCH 31 , 1991 ) AND THE LOWEST RETURN FOR A QUARTER WAS
-18.64 % (QUARTER ENDING SEPTEMBER 30 , 1990 ).

THE YEAR-TO-DATE RETURN AS OF SEPTEMBER 30, 1999 FOR CLASS O OF
DESTINY I WAS -1.52 %.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
DESTINY II - CLASS O

Calendar Years 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998

26.41% -2.52% 41.42% 15.48% 26.81% 4.48% 35.96% 17.86% 29.64% 28.11%

</TABLE>

Percentage
(%)
Row: 1, Col: 1, Value: 26.41
Row: 2, Col: 1, Value: -2.52
Row: 3, Col: 1, Value: 41.42
Row: 4, Col: 1, Value: 15.48
Row: 5, Col: 1, Value: 26.81
Row: 6, Col: 1, Value: 4.48
Row: 7, Col: 1, Value: 35.96
Row: 8, Col: 1, Value: 17.86
Row: 9, Col: 1, Value: 29.64
Row: 10, Col: 1, Value: 28.11

DURING THE PERIODS SHOWN IN THE CHART FOR CLASS O OF DESTINY II, THE
HIGHEST RETURN FOR A QUARTER WAS 25.56 % (QUARTER ENDING
DECEMBER 31, 1998 ) AND THE LOWEST RETURN FOR A QUARTER WAS
-20.41 % (QUARTER ENDING SEPTEMBER 30, 1990 ).

THE YEAR-TO-DATE RETURN AS OF SEPTEMBER 30, 1999 FOR CLASS O OF
DESTINY II WAS 3.58 %.

AVERAGE ANNUAL RETURNS - FUNDS

For the periods ended Past 1 year Past 5 years Past 10 years
December 31, 1998

DESTINY I - CLASS O 25.63% 22.77% 21.23%

Standard & Poor's 500 Index 28.58% 24.06% 19.21%

Lipper Growth Funds Average 22.86% 18.63% 16.72%

DESTINY II - CLASS O 28.11% 22.69% 21.65%

Standard & Poor's 500 Index 28.58% 24.06% 19.21%

Lipper Growth Funds Average 22.86% 18.63% 16.72%

AVERAGE ANNUAL RETURNS - PLANS

The returns in the following table include the effect of the
Destiny Plan Creation and Sales Charges and Custodian Fees for a
$50/month, 15 year Destiny Plan. The returns assume an initial $600
lump sum investment at the beginning of each period shown, with no
subsequent Destiny Plan investments in that year. Because the returns
assume yearly lump sum investments, they do not reflect what investors
would have earned if they had made only regular monthly investments
over the period.

For the periods ended Past 1 year Past 5 years Past 10 years Past 15 years/ Life of Plan
December 31, 1998

Destiny Plans I: O -39.95% 18.34% 19.64% 18.28%

Destiny Plans II: O -38.76% 18.27% 20.05% 22.10%A

</TABLE>

A FROM DECEMBER 30, 1985 (COMMENCEMENT OF OPERATIONS OF CLASS
O).

Standard & Poor's 500 Index (S&P 500(registered trademark)) is a
market capitalization-weighted index of common stocks.

The Lipper Funds Average reflects the performance (excluding sales
charges) of mutual funds with similar objectives.

FEE TABLE

The following table describes the fees and expenses that are incurred
when you buy, hold, or sell Class O shares of a fund but does not
reflect the Destiny Plan Creation and Sales Charges and Custodian
Fees . The annual class operating expenses provided below for Class
O do not reflect the effect of any reduction of certain expenses
during the period.

SHAREHOLDER FEES (PAID BY THE INVESTOR DIRECTLY)

Class O

Sales charge (load) on NONE
purchases and reinvested
distributions

Deferred sales charge (load) NONE
on redemptions

ANNUAL CLASS OPERATING EXPENSES (PAID FROM CLASS ASSETS)

Class O

Destiny I Management fee 0.29%

Distribution and Service NONE
(12b-1) fee

Other expenses 0.03%

TOTAL ANNUAL CLASS OPERATING 0.32%
EXPENSES

Destiny II Management fee 0.45%

Distribution and Service NONE
(12b-1) fee

Other expenses 0.03%

TOTAL ANNUAL CLASS OPERATING 0.48%
EXPENSES

A portion of the brokerage commissions that a fund pays is used to
reduce that fund's expenses. In addition, through arrangements with
each funds' custodian and transfer agent , credits realized
as a result of uninvested cash balances are used to reduce custodian
and transfer agent expenses. Including these reduction s , the
total Class O operating expenses would have been 0.31 % for
Destiny I and 0.47 % for Destiny II.

This EXAMPLE helps you compare the cost of investing in the funds with
the cost of investing in other mutual funds.

Let's say, hypothetically, that Class O's annual return is 5% and that
your shareholder fees and Class O's annual operating expenses are
exactly as described in the fee table. This example illustrates the
effect of fees and expenses, but is not meant to suggest actual or
expected fees and expenses or returns, all of which may vary. For
every $10,000 you invested, here's how much you would pay in total
expenses if you close your account after the number of years
indicated:

Class O

Destiny I 1 year $ 33

3 years $ 103

5 years $ 180

10 years $ 406

Destiny II 1 year $ 49

3 years $ 154

5 years $ 269

10 years $ 604

FUND BASICS

INVESTMENT DETAILS

INVESTMENT OBJECTIVE

DESTINY I seeks capital growth.

PRINCIPAL INVESTMENT STRATEGIES

FMR normally invests the fund's assets primarily in common stocks. FMR
may also invest the fund's assets in other types of securities,
including bonds which may be lower-quality debt securities.

FMR may invest the fund's assets in securities of foreign issuers in
addition to securities of domestic issuers.

FMR is not constrained by any particular investment style. At any
given time, FMR may tend to buy "growth" stocks or "value" stocks, or
a combination of both types. In buying and selling securities for the
fund, FMR relies on fundamental analysis of each issuer and its
potential for success in light of its current financial condition, its
industry position, and economic and market conditions. Factors
considered include growth potential, earnings estimates , and
management.

FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.

FMR may use various techniques, such as buying and selling futures
contracts, to increase or decrease the fund's exposure to changing
security prices or other factors that affect security values. If FMR's
strategies do not work as intended, the fund may not achieve its
objective.

INVESTMENT OBJECTIVE

DESTINY II seeks capital growth.

PRINCIPAL INVESTMENT STRATEGIES

FMR normally invests the fund's assets primarily in common stocks. FMR
may also invest the fund's assets in other types of securities,
including bonds which may be lower-quality debt securities.

FMR may invest the fund's assets in securities of foreign issuers in
addition to securities of domestic issuers.

FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.

DESCRIPTION OF PRINCIPAL SECURITY TYPES

EQUITY SECURITIES represent an ownership interest, or the right to
acquire an ownership interest, in an issuer. Different types of equity
securities provide different voting and dividend rights and priority
in the event of the bankruptcy of the issuer. Equity securities
include common stocks, preferred stocks, convertible
securities , and warrants.

DEBT SECURITIES are used by issuers to borrow money. The issuer
usually pays a fixed, variable, or floating rate of interest, and must
repay the amount borrowed at the maturity of the security. Some debt
securities, such as zero coupon bonds, do not pay current interest but
are sold at a discount from their face values. Debt securities include
corporate bonds, government securities, and mortgage and other
asset-backed securities.

PRINCIPAL INVESTMENT RISKS

Many factors affect each fund's performance. A fund's share price
changes daily based on changes in market conditions and interest rates
and in response to other economic, political , or financial
developments. A fund's reaction to these developments will be affected
by the types of securities in which the fund invests, the financial
condition, industry and economic sector, and geographic location of an
issuer, and the fund's level of investment in the securities of that
issuer. When you sell your shares of a fund, they could be worth more
or less than what you paid for them.

The following factors can significantly affect a fund's performance:

STOCK MARKET VOLATILITY. The value of equity securities fluctuates in
response to issuer, political, market , and economic
developments. In the short-term, equity prices can fluctuate
dramatically in response to these developments. Different parts of the
market and different types of equity securities can react differently
to these developments. For example, large cap stocks can react
differently from small cap stocks, and "growth" stocks can react
differently from "value" stocks. Issuer, political , or economic
developments can affect a single issuer, issuers within an industry or
economic sector or geographic region, or the market as a whole.

INTEREST RATE CHANGES. Debt securities have varying levels of
sensitivity to changes in interest rates. In general, the price of a
debt security can fall when interest rates rise and can rise when
interest rates fall. Securities with longer maturities and mortgage
securities can be more sensitive to interest rate changes.

FOREIGN EXPOSURE. Foreign securities, foreign currencies, and
securities issued by U.S. entities with substantial foreign operations
can involve additional risks relating to political, economic ,
or regulatory conditions in foreign countries. These risks include
fluctuations in foreign currencies; withholding or other taxes;
trading, settlement, custodial , and other operational risks;
and the less stringent investor protection and disclosure standards of
some foreign markets. All of these factors can make foreign
investments, especially those in emerging markets, more volatile and
potentially less liquid than U.S. investments. In addition, foreign
markets can perform differently from the U.S. market.

ISSUER-SPECIFIC CHANGES. Changes in the financial condition of
an issuer, changes in specific economic or political conditions that
affect a particular type of security or issuer, and changes in general
economic or political conditions can affect the credit quality or
value of an issuer's securities. The value of securities of smaller,
less well-known issuers can be more volatile than that of larger
issuers. Lower-quality debt securities (those of less than
investment-grade quality) tend to be more sensitive to these changes
than higher-quality debt securities.

Lower-quality debt securities involve greater risk of default or price
changes due to changes in the credit quality of the issuer. The value
of lower-quality debt securities often fluctuates in response to
company, political , or economic developments and can decline
significantly over short periods of time or during periods of general
or regional economic difficulty.

In response to market, economic, political , or other
conditions, FMR may temporarily use a different investment strategy
for defensive purposes. If FMR does so, different factors could affect
a fund's performance and the fund may not achieve its investment
objective.

FUNDAMENTAL INVESTMENT POLICIES

The policies discussed below are fundamental, that is, subject to
change only by shareholder approval.

DESTINY I seeks capital growth.

DESTINY II seeks capital growth.

VALUING SHARES

Each fund is open for business each day the New York Stock Exchange
(NYSE) is open.

A class's net asset value per share (NAV) is the value of a single
share. Fidelit y normally calculates Class O's NAV as of the
close of business of the NYSE, normally 4:00 p.m. Eastern time.
However, NAV may be calculated earlier if trading on the NYSE is
restricted or as permitted by the Securities and Exchange Commission
(SEC). Each fund's assets are valued as of this time for the purpose
of computing Class O's NAV.

To the extent that each fund's assets are traded in other markets on
days when the NYSE is closed, the value of the fund's assets may be
affected on days when the fund is not open for business. In addition,
trading in some of a fund's assets may not occur on days when the fund
is open for business.

Each fund's assets are valued primarily on the basis of market
quotations. Certain short-term securities are valued on the basis of
amortized cost. If market quotations are not readily available for a
security or if a security's value has been materially affected by
events occurring after the close of the exchange or market on which
the security is principally traded (for example, a foreign exchange or
market), that security may be valued by another method that the Board
of Trustees believes accurately reflects fair value. A security's
valuation may differ depending on the method used for determining
value.

SHAREHOLDER INFORMATION

BUYING AND SELLING SHARES

GENERAL INFORMATION

To contact Fidelity for account, product and service
information, please use the following phone numbers:

(small solid bullet) Nationally (toll-free), 1-800-433-0734 (8:30 a.m.
- - 7:00 p.m. Eastern time, Monday through Friday).

(small solid bullet) In Alaska or Overseas (call collect),
1-617- 330-3183 (8:00 a.m. - 6:00 p.m. Eastern time, Monday
through Friday).

Please use the following address es :

SELLING SHARES

Fidelity Investments(registered trademark)
P.O. Box 770002
Cincinnati, OH 45277-0081

OVERNIGHT EXPRESS
Fidelity Investments
2300 Litton Lane - KH2A
Hebron, KY 41048

You may buy or sell Class O shares of the funds through a retirement
account or sell Class O shares through an investment professional.
When you invest through a retirement account or an investment
professional, the procedures for buying, selling, and exchanging Class
O shares of a fund and the account features and policies may differ.
Additional fees may also apply to your investment in Class O shares of
a fund, including a transaction fee if you sell Class O shares of
a fund through a broker or other investment professional.

Certain methods of contacting Fidelity, such as by telephone, may be
unavailable or delayed (for example, during periods of unusual market
activity).

BUYING SHARES

Each fund has an agreement with Fidelity Distributors Corporation
(FDC) under which the fund issues shares at NAV to State Street Bank
and Trust Company (State Street) as Custodian for the Destiny
Plans. Generally, State Street will hold all shares of each fund
unless a Planholder elects to hold fund shares directly after
completing or terminating a Destiny Plan. The terms of
the offering of the Destiny Plans are contained in the
Destiny Plans' prospectus. E ach fund will only offer its
shares to the general public through the Destiny
Plans. The fund also offers its shares to a particular retirement
plan.

The price to buy one share of Class O is the class's NAV. Class O
shares are sold without a sales charge.

Your shares will be bought at the next NAV calculated after your order
is received in proper form.

Short-term or excessive trading into and out of a fund may harm
performance by disrupting portfolio management strategies and by
increasing expenses. Accordingly, a fund may reject any purchase
orders, including exchanges, particularly from market timers or
investors who, in FMR's opinion, have a pattern of short-term or
excessive trading or whose trading has been or may be disruptive to
that fund. For these purposes, FMR may consider an investor's trading
history in that fund or other Fidelity funds, and accounts under
common ownership or control.

Each fund may stop offering shares completely or may offer shares only
on a limited basis, for a period of time or permanently.

KEY INFORMATION

WIRE TO OPEN AN ACCOUNT
(small solid bullet) Call
Fidelity at the appropriate
number found in "General
Information" to set up your
account and to arrange a
wire transaction.

TO ADD TO AN ACCOUNT
(small solid bullet) Call
Fidelity at the appropriate
number found in "General
Information" for instructions.

SELLING SHARES

The following discussion relates only to those investors who hold
shares of a fund directly.

The price to sell one share of Class O is the class's NAV.

Your shares will be sold at the next NAV calculated after your order
is received in proper form.

It is the responsibility of your investment professional to transmit
your order to sell shares to Fidelity before the close of business on
the day you place your order.

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 sell 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.

When you place an order to sell shares, note the following:

(small solid bullet) Normally, Fidelity will process redemptions by
the next business day, but Fidelity may take up to seven days to
process redemptions if making immediate payment would adversely affect
a fund.

(small solid bullet) Redemption proceeds (other than exchanges) may be
delayed until money from prior purchases sufficient to cover your
redemption has been received and collected. This can take up to seven
business days after a purchase.

(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.

(small solid bullet) Redemption proceeds may be paid in securities or
other assets rather than in cash if the Board of Trustees determines
it is in the best interests of a fund.

(small solid bullet) You will not receive interest on amounts
represented by uncashed redemption checks.

(small solid bullet) Unless otherwise instructed, Fidelity will send a
check to the record address.

If you have certificates for your shares, you must submit them to
Fidelity when you sell your shares. Call Fidelity for specific
instructions. The funds currently do not issue share certificates.

KEY INFORMATION

AUTOMATICALLY (small solid bullet) Use
Fidelity Systematic Exchange
Program to exchange to Class
A or Class T of a Fidelity
Advisor fund.

(small solid bullet) Use
Fidelity Systematic
Withdrawal Program to set up
periodic redemptions from
your Class O account.

PHONE (small solid bullet) Call
your investment professional
or call Fidelity at the
appropriate number found in
"General Information" to
initiate a wire transaction
or to request a check for
your redemption.

(small solid bullet) Exchange
to other Fidelity funds or
to Class A or Class T of a
Fidelity Advisor fund. Call
your investment professional
or call Fidelity at the
appropriate number found in
"General Information."

MAIL Fidelity Investments INDIVIDUAL, JOINT TENANTS,
P.O. Box 770002 Cincinnati, SOLE PROPRIETORSHIP, UGMA/UTMA
OH 45277-0081 (small solid bullet) Send a
letter of instruction to
your investment professional
or to the address at left,
including your name, the
fund's name, the applicable
class name, your fund
account number, and the
dollar amount or number of
shares to be sold. The
letter of instruction must
be signed by all persons
required to sign for
transactions, exactly as
their names appear on the
account.

RETIREMENT ACCOUNT
(small solid bullet) The
account owner should
complete a retirement
distribution form. Call your
investment professional or
call Fidelity at the
appropriate number found in
"General Information" to
request one.

TRUST
(small solid bullet) Send a
letter of instruction to
your investment professional
or to the address at left,
including the trust's name,
the fund's name, the
applicable class name, the
trust's fund account number,
and the dollar amount or
number of shares to be sold.
The trustee must sign the
letter of instruction
indicating capacity as
trustee. If the trustee's
name is not in the account
registration, provide a copy
of the trust document
certified within the last 60
days.

BUSINESS OR ORGANIZATION
(small solid bullet) Send a
letter of instruction to
your investment professional
or to the address at left,
including the firm's name,
the fund's name, the
applicable class name, the
firm's fund account number,
and the dollar amount or
number of shares to be sold.
At least one person
authorized by corporate
resolution to act on the
account must sign the letter
of instruction.

(small solid bullet) Include
a corporate resolution with
corporate seal or a
signature guarantee.

EXECUTOR, ADMINISTRATOR,
CONSERVATOR, GUARDIAN
(small solid bullet) Call
your investment professional
or call Fidelity at the
appropriate number found in
"General Information" for
instructions.

IN PERSON INDIVIDUAL, JOINT TENANTS,
SOLE PROPRIETORSHIP, UGMA/UTMA
(small solid bullet) Bring a
letter of instruction to
your investment
professional. The letter of
instruction must be signed
by all persons required to
sign for transactions,
exactly as their names
appear on the account.

RETIREMENT ACCOUNT
(small solid bullet) The
account owner should
complete a retirement
distribution form. Visit
your investment professional
to request one.

TRUST
(small solid bullet) Bring a
letter of instruction to
your investment
professional. The trustee
must sign the letter of
instruction indicating
capacity as trustee. If the
trustee's name is not in the
account registration,
provide a copy of the trust
document certified within
the last 60 days.

BUSINESS OR ORGANIZATION
(small solid bullet) Bring a
letter of instruction to
your investment
professional. At least one
person authorized by
corporate resolution to act
on the account must sign the
letter of instruction.

(small solid bullet) Include
a corporate resolution with
corporate seal or a
signature guarantee.

EXECUTOR, ADMINISTRATOR,
CONSERVATOR, GUARDIAN
(small solid bullet) Visit
your investment professional
for instructions.

EXCHANGING SHARES

An exchange involves the redemption of all or a portion of the shares
of one fund and the purchase of shares of another fund.

As a Class O shareholder, you have the privilege of exchanging
shares of a fund for shares of other Fidelity funds , including
Class A or Class T of the Fidelity Advisor funds. The exchange
privilege is available only to those investors who hold
shares of a fund directly.

However, you should note the following policies and restrictions
governing exchanges:

(small solid bullet) The fund or class you are exchanging into must be
available for sale in your state.

(small solid bullet) You may exchange only between accounts that are
registered in the same name, address, and taxpayer identification
number.

(small solid bullet) Before exchanging into a fund or class, read its
prospectus.

(small solid bullet) Exchanges may have tax consequences for you.

(small solid bullet) Each fund may 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 will be counted together for purposes of
the four exchange limit.

(small solid bullet) The exchange limit may be modified for accounts
held by certain institutional retirement plans to conform to plan
exchange limits and Department of Labor regulations. See your plan
materials for further information.

(small solid bullet) Each fund may 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.

The funds may terminate or modify the exchange privileges in the
future.

Other funds may have different exchange restrictions, and may impose
trading fees of up to 3.00% of the amount exchanged. Check each fund's
prospectus for details.

ACCOUNT FEATURES AND POLICIES

FEATURES

The following shareholder services are applicable only to those
investors who hold shares of a fund directly.

AUTOMATIC WITHDRAWAL PROGRAMS. Fidelity offers convenient services
that let you automatically transfer money between accounts or out of
your account. Automatic withdrawal or exchange programs can be a
convenient way to provide a consistent income flow or to move money
between your investments.

FIDELITY SYSTEMATIC EXCHANGE
PROGRAM TO MOVE MONEY FROM
CLASS O TO CLASS A OR CLASS
T OF A FIDELITY ADVISOR FUND.

MINIMUM FREQUENCY PROCEDURES

$100 Monthly, quarterly, (small solid bullet) To set
semi-annually, or annually up, call your investment
professional or call
Fidelity at the appropriate
number found in "General
Information" after both
accounts are opened.

(small solid bullet) To make
changes, call your
investment professional or
call Fidelity at the
appropriate number found in
"General Information." Call
at least 2 business days
prior to your next scheduled
exchange date.

(small solid bullet) The
account from which the
exchanges are to be
processed must have a
minimum balance of $10,000.
The account into which the
exchange is being processed
must have a minimum balance
of $1,000.

</TABLE>

FIDELITY SYSTEMATIC
WITHDRAWAL PROGRAM TO SET UP
PERIODIC REDEMPTIONS FROM
YOUR CLASS O ACCOUNT TO YOU
OR TO YOUR BANK CHECKING
ACCOUNT.

MINIMUM MAXIMUM FREQUENCY PROCEDURES

$100 $50,000 Monthly, quarterly, or (small solid bullet) Accounts
semi-annually with a value of $10,000 or
more in Class O shares are
eligible for this program.

(small solid bullet) To set
up, call your investment
professional or call
Fidelity at the appropriate
number found in "General
Information" for instructions.

(small solid bullet) To make
changes, call your
investment professional or
call Fidelity at the
appropriate number found in
"General Information." Call
at least 10 business days
prior to your next scheduled
withdrawal date.

OTHER FEATURES. The following other features are also available to buy
and sell shares of the funds.

WIRE
TO PURCHASE AND SELL SHARES VIA THE FEDERAL RESERVE WIRE SYSTEM.

(small solid bullet) You must sign up for the Wire feature before
using it.

(small solid bullet) Call your investment professional or call
Fidelity at the appropriate number found in "General Information"
before your first use to verify that this feature is set up on your
account.

(small solid bullet) To sell shares by wire, you must designate the
U.S. commercial bank account(s) into which you wish the redemption
proceeds deposited.

(small solid bullet) To add the wire feature or to change the bank
account designated to receive redemption proceeds at any time prior to
making a redemption request, you should send a letter of instruction,
including a signature guarantee, to your investment professional or to
Fidelity at the address found in "General Information."

POLICIES

The following policies apply to you as a shareholder.

STATEMENTS AND REPORTS that Fidelity sends to you include the
following:

(small solid bullet) Confirmation statements (after transactions
affecting your account balance except reinvestment of distributions in
the fund and certain transactions through automatic withdrawal
programs).

(small solid bullet) Monthly or quarterly account statements
(detailing account balances and all transactions completed during the
prior month or quarter).

(small solid bullet) Financial reports (every six months).

To reduce expenses, only one copy of most financial reports and
prospectuses will be mailed, even if you have more than one account in
a fund. Call Fidelity at 1-888-622-3175 if you need additional
copies of financial reports or prospectuses.

You may initiate many TRANSACTIONS BY TELEPHONE OR ELECTRONICALLY.
Fidelity will not be responsible for any losses resulting from
unauthorized transactions if it follows reasonable security procedures
designed to verify the identity of the investor. Fidelity will request
personalized security codes or other information, and may also record
calls. For transactions conducted through the Internet, Fidelity
recommends the use of an Internet browser with 128-bit encryption. You
should verify the accuracy of your confirmation statements immediately
after you receive them. If you do not want the ability to sell and
exchange by telephone, call Fidelity for instructions. Additional
documentation may be required from corporations, associations, and
certain fiduciaries.

When you sign your ACCOUNT 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.

Fidelity may charge a FEE FOR CERTAIN SERVICES, such as providing
historical account documents.

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

Each fund earns dividends, interest, and other income from its
investments, and distributes this income (less expenses) to
shareholders as dividends. Each fund also realizes capital gains from
its investments, and distributes these gains (less any losses) to
shareholders as capital gain distributions.

Each fund normally pays dividends and capital gain distributions in
December.

DISTRIBUTION OPTIONS

The following distribution options are applicable only to those
investors who hold shares of a fund directly.

When you open an account, specify how you want to receive your
distributions. The following options may be available for Class O's
distributions:

1. REINVESTMENT OPTION. Your dividends and capital gain distributions
will be automatically reinvested in additional Class O shares of the
fund. If you do not indicate a choice, you will be assigned this
option.

2. INCOME-EARNED OPTION. Your capital gain distributions will be
automatically reinvested in additional Class O shares of the fund.
Your dividends will be paid in cash.

3. CASH OPTION. Your dividends and capital gain distributions will be
paid in cash.

Not all distribution options are available for every account. If you
want to change your current option, contact your investment
professional directly or call Fidelity.

If you elect to receive distributions paid in cash by check and the
U.S. Postal Service does not deliver your checks, your distribution
option may be converted to the Reinvestment Option. You will not
receive interest on amounts represented by uncashed distribution
checks.

TAX CONSEQUENCES

As with any investment, your investment in a fund could have tax
consequences for you. If you are not investing through a
tax-advantaged retirement account, you should consider these tax
consequences.

TAXES ON DISTRIBUTIONS. Distributions you receive from each fund are
subject to federal income tax, and may also be subject to state or
local taxes.

For federal tax purposes, each fund's dividends and distributions of
short-term capital gains are taxable to you as ordinary income ,
while each fund's distributions of long-term capital gains are
taxable to you generally as capital gains.

If you buy shares when a fund has realized but not yet distributed
income or capital gains, you will be "buying a dividend" by paying the
full price for the shares and then receiving a portion of the price
back in the form of a taxable distribution.

Any taxable distributions you receive from a fund will normally be
taxable to you when you receive them, regardless of your distribution
option.

TAXES ON TRANSACTIONS. Your redemptions, including exchanges, may
result in a capital gain or loss for federal tax purposes. A capital
gain or loss on your investment in a fund generally is the
difference between the cost of your shares and the price you receive
when you sell them.

FUND SERVICES

FUND MANAGEMENT

Each fund is a mutual fund, an investment that pools shareholders'
money and invests it toward a specified goal.

FMR is each fund's manager.

As of March 25, 1999 , FMR had approximately $ 521.7
billion in discretionary assets under management.

As the manager, FMR is responsible for choosing each fund's
investments and handling its business affairs.

Affiliates assist FMR with foreign investments:

(small solid bullet) Fidelity Management & Research (U.K.) Inc. (FMR
U.K.), in London, England, serves as a sub-adviser for each fund. FMR
U.K. was organized in 1986 to provide investment research and advice
to FMR. Currently, FMR U.K. provides investment research and advice on
issuers based outside the United States and may also provide
investment advisory services for each fund.

(small solid bullet) Fidelity Management & Research Far East Inc. (FMR
Far East), in Tokyo, Japan, serves as a sub-adviser for each fund. FMR
Far East was organized in 1986 to provide investment research and
advice to FMR. Currently, FMR Far East provides investment research
and advice on issuers based outside the United States and may also
provide investment advisory services for each fund.

A fund could be adversely affected if the computer systems used by FMR
and other service providers do not properly process and calculate
date-related information from and after January 1, 2000. FMR has
advised each fund that it is actively working on necessary changes to
its computer systems and expects that its systems, and those of other
major service providers, will be modified prior to January 1, 2000.
However, there can be no assurance that there will be no adverse
impact on a fund.

George Vanderheiden is vice president and manager of Destiny I which
he has managed since 1980. He also manages other Fidelity funds. Mr.
Vanderheiden is a member of the Board of Directors for FMR Corp. He
joined Fidelity in 1971.

Beth Terrana is vice president and manager of Destiny II, which she
has managed since June 1998. She also manages other Fidelity funds.
Since joining Fidelity in 1983, Ms. Terrana has worked as an analyst,
portfolio assistant and manager.

From time to time a manager, analyst, or other Fidelity employee may
express views regarding a particular company, security,
industry , or market sector. The views expressed by any such
person are the views of only that individual as of the time expressed
and do not necessarily represent the views of Fidelity or any other
person in the Fidelity organization. Any such views are subject to
change at any time based upon market or other conditions and Fidelity
disclaims any responsibility to update such views. These views may not
be relied on as investment advice and, because investment decisions
for a Fidelity fund are based on numerous factors, may not be relied
on as an indication of trading intent on behalf of any Fidelity fund.

Fidelity investment personnel may invest in securities for their own
investment accounts pursuant to a code of ethics that establishes
procedures for personal investing and restricts certain transactions.

Each fund pays a management fee to FMR. The management fee is
calculated and paid to FMR every month. The fee is determined by
calculating a basic fee and then applying a performance adjustment.
The performance adjustment decreases the management fee if a fund has
performed worse than the S&P 500. After December 31, 2000, no
performance adjustment will be applied to the basic fee.

The basic fee is calculated by adding a group fee rate to an
individual fund fee rate, dividing by twelve, and multiplying the
result by a fund's average net assets throughout the month.

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 1999, the group fee rate was 0.2801 % for Destiny
I and the group fee rate was 0.2801 % for Destiny II. The
individual fund fee rate is 0.17% for Destiny I and 0.30% for Destiny
II.

The basic fee for Destiny I and Destiny II for the fiscal year ended
September 30, 1999 was 0.45 % and 0.58 %, respectively, of
the fund's average net assets.

The performance adjustment rate is calculated monthly by comparing
over the performance period Destiny I's and Destiny II's performance
to that of the S&P 500.

For Destiny I and Destiny II, the performance period is the most
recent 36-month period.

The performance adjustment rate is divided by twelve and multiplied by
the fund's average net assets throughout the month, and the resulting
dollar amount is then subtracted from the basic fee if Class O's
performance is worse than that of the S&P 500. The maximum annualized
performance adjustment rate is -0.24% of the fund's average net
assets up to and including $100,000,000 and -0.20% of the fund's
average net assets in excess of $100,000,000 over the performance
period.

The total management fee for the fiscal year ended September 30, 1999,
was 0.29 % of the fund's average net assets for Destiny I and
0.45 % of the fund's average net assets for Destiny II.

FMR pays FMR U.K. and FMR Far East for providing assistance with
investment advisory services.

FMR may, from time to time, agree to reimburse a class for management
fees and other expenses above a specified limit. FMR retains the
ability to be repaid by a class if expenses fall below the specified
limit prior to the end of the fiscal year. Reimbursement arrangements,
which may be discontinued by FMR at any time, can decrease a
class's expenses and boost its performance.

FUND DISTRIBUTION

Each fund is composed of multiple classes of shares. All classes of a
fund have a common investment objective and investment portfolio.

FDC distributes Class O's shares.

Class O of each fund has adopted a Distribution and Service Plan
pursuant to Rule 12b-1 under the Investment Company Act of 1940 that
recognizes that FMR may use its management fee revenues, as well as
its past profits or its resources from any other source, to pay FDC
for expenses incurred in connection with providing services intended
to result in the sale of Class O shares and/or shareholder support
services. FMR, directly or through FDC, may pay intermediaries, such
as banks, broker-dealers and other service-providers, that provide
those services. Currently, the Board of Trustees of each fund has
authorized such payments for Class O.

To receive payments made pursuant to a Distribution and Service Plan,
intermediaries must sign the appropriate agreement with FDC in
advance.

FMR may allocate brokerage transactions in a manner that takes into
account the sale of shares of the Destiny Portfolios, provided that
the fund receives brokerage services and commission rates comparable
to those of other broker-dealers.

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
statement of additional information (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 shares of the
funds to or to buy shares of the funds from any person to whom it is
unlawful to make such offer.

APPENDIX

FINANCIAL HIGHLIGHTS

The financial highlights tables are intended to help you
understand Class O's financial history for the past 5 years.
Certain information reflects financial results for a single class
share. The total returns in the tables represent the rate that an
investor would have earned (or lost) on an investment in the
class (assuming reinvestment of all dividends and
distributions). This information has been audited by
Deloitte & Touche LLP (1999 annual information only) ,
independent accountants, whose reports, along with each fund's
financial highlights and financial statements, are included in each
fund's annual report. Annual information prior to 1999 was
audited by PricewaterhouseCoopers LLP. A free copy of each
annual report is available upon request.

DESTINY I - CLASS O

Years ended September 30, 1999 1998 1997 1996 1995

SELECTED PER-SHARE DATA

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

Income from Investment
Operations

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

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

Total from investment 4.55 2.00 6.85 2.87 3.95
operations

Less Distributions

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

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

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

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

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

RATIOS AND SUPPLEMENTAL DATA

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

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

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

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

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

</TABLE>

A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
B TOTAL RETURNS DO NOT INCLUDE THE EFFECTS OF THE SEPARATE SALES
CHARGE AND OTHER FEES ASSESSED THROUGH FIDELITY SYSTEMATIC INVESTMENT
PLANS.
C NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
D FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS'
EXPENSES.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
DESTINY II - CLASS O

Years ended September 30, 1999 1998 1997 1996 E 1995 E

SELECTED PER-SHARE DATA

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

Income from Investment
Operations

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

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

Total from investment 3.85 .89 3.79 1.58 2.21
operations

Less Distributions

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

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

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

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

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

RATIOS AND SUPPLEMENTAL DATA

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

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

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

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

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

</TABLE>

ADDITIONAL PERFORMANCE INFORMATION

Lipper has created new comparison categories that group funds
according to portfolio characteristics and capitalization, as well as
by capitalization only. The Lipper Large-Cap Value Funds Average and
the Lipper Large-Cap Core Funds Average reflect the performance
(excluding sales charges) of mutual funds with similar portfolio
characteristics and capitalization. The Lipper Large-Cap Supergroup
Average reflects the performance (excluding sales charges) of mutual
funds with similar capitalization. The following information compares
each fund's Class O performance to two new Lipper comparison
categories.
AVERAGE ANNUAL RETURNS

For the periods ended Past 1 year Past 5 years Past 10 years
December 31, 1998

DESTINY I - CLASS O 25.63% 22.77% 21.23%

Lipper Large-Cap Value Funds 18.75% 19.93% 16.50%
Average

Lipper Large-Cap Supergroup 27.83% 20.98% 17.68%
Average

DESTINY II - CLASS O 28.11% 22.69% 21.65%

Lipper Large-Cap Core Funds 25.61% 20.69% 17.42%
Average

Lipper Large-Cap Supergroup 27.83% 20.98% 17.68%
Average

[This Page Intentionally Left Blank]

You can obtain additional information about the funds. The funds' SAI
includes more detailed information about each fund and its
investments. The SAI is incorporated herein by reference (legally
forms a part of the prospectus). Each fund's annual and semi-annual
reports include a discussion of the fund's holdings and recent market
conditions and the fund's investment strategies that affected
performance.

For a free copy of any of these documents or to request other
information or ask questions about a fund, call Fidelity at
1-888-622-3175 .

The SAI, the funds' annual and semi-annual reports and other related
materials are available on the SEC's Internet Web site
(http://www.sec.gov). You can obtain copies of this information upon
paying a duplicating fee, by writing the Public Reference Section of
the SEC, Washington, D.C. 20549-6009. You can also review and copy
information about the funds, including the funds' SAI, at the SEC's
Public Reference Room in Washington, D.C. Call 1-800-SEC-0330 for
information on the operation of the SEC's Public Reference Room.

INVESTMENT COMPANY ACT OF 1940, FILE NUMBER, 811-1796

Fidelity, Fidelity Investments & (Pyramid) Design and Fidelity
Investments are registered trademarks of FMR Corp .

The third party marks appearing above are the marks of their
respective owners.

DES-pro-1199

SPONSOR
FIDELITY DISTRIBUTORS CORPORATION
82 Devonshire Street
Boston, Massachusetts 02109

C USTODIAN
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 COMPANY, INC.
P.O. Box 770002
Cincinnati, OH 45277-0002
Nationwide: 1-800-433-0734

AUDITORS
PRICEWATERHOUSECOOPERS LLP
Boston, Massachusetts

I.DES-PRO-119 9
1.476237.10 2 (recycle logo) Printed on recycled paper

Fidelity
Systematic
Investment Plans:

Destiny Plans I: N
Destiny Plans II: N

PROSPECTUS

NOVEMBER 26 , 1999

FIDELITY SYSTEMATIC INVESTMENT PLANS:

DESTINY PLANS I: N AND DESTINY PLANS II: N

The Destiny Plans are systematic investment plans that allow you to
build equity over a period of years by investing regularly each month
in mutual fund shares. This prospectus describes two Destiny Plans:
Destiny Plans I: N and Destiny Plans II: N (formerly known as
Destiny Plans I: New and Destiny Plans II: New ) (the
"Plans"). You may make fixed monthly investments in a Plan for a
term of either 10 or 15 years. You may continue to make investments
for as long as 25 years. You may invest in one of several monthly
investment plan amounts and may make investments of as little as $50
per month. Investments in your Plan are applied to the purchase of
Class N shares of one of the Fidelity Destiny Portfolios.
Destiny Plans I: N purchases Class N shares of Fidelity Destiny
Portfolios: Destiny I, and Destiny Plans II: N purchases
Class N shares of Fidelity Destiny Portfolios: Destiny II (the
"Funds").

The Plans charge Creation and Sales Charges equal to as much as 50%
of each of your first twelve monthly investments. Over the life of
a 10-year Plan, these Creation and Sales Charges range from 5.00% of
the total amount invested on a $6,000 Plan ($50 a month) to 1.50% of
the total amount invested on a $1,200,000 Plan ($10,000 a month). Over
the life of a 15-year Plan, these Creation and Sales Charges range
from 3.33% of the total amount invested on a $9,000 Plan ($50 a month)
to 1.00% of the total amount invested in a $1,800,000 Plan ($10,000 a
month). The Creation and Sales Charges are deducted from your Plan
investments, and the balance is invested in Class N shares of the
Funds. Class N shares of the Funds are subject to certain annual
expenses, including management fees, 12b-1 fees and transfer agent
fees. The Creation and Sales Charges and the other fees and expenses
that either you or your Plan will pay are described in the "Fees and
Expenses" section, beginning on page 6.

YOUR PLAN AND YOUR PLAN'S INVESTMENT IN FUND SHARES IS INTENDED TO BE
A LONG-TERM INVESTMENT. YOU SHOULD NOT PURCHASE A PLAN IF YOU ARE
SEEKING QUICK PROFITS OR IF YOU MIGHT BE UNABLE TO COMPLETE THE PLAN.
If you terminate or withdraw from your Plan in the early years of your
Plan, you may incur a loss because the full amount of the Creation and
Sales Charges are deducted from your first twelve investments. Your
Plan does not eliminate the risk involved in the ownership of
individual securities, and your Plan's value will increase or decrease
over time as the result of increases or decreases in the price of the
securities owned by the Fund. You will incur a loss if you terminate
your Plan at a time when the value of your Plan's shares is less than
their cost. Advance payment of any of your monthly investments
increases the possibility that a loss may result from early
termination. You have the right to a refund of the current value of
your investment in Class N shares and the full amount of the
Creation and Sales charges you have paid within 45 days of the
purchase of a Plan. You also have a right to a refund of some or all
of your Plan investment within 18 months of the purchase of a Plan.
These rights are subject to the condi tions described in the "Your
Cancellation and Refund Rights" section on page 21.

Class N shares of the Funds are available to the public only
through the Plans described in this prospectus. You do not have to
purchase a Plan to make monthly investments in mutual funds. Other
mutual funds managed by the Funds' investment adviser have investment
objectives similar in many respects to those of the Funds. Your
investment in shares of these other funds would be subject to
charges that may differ from, and in some cases be less than, those
which apply to an investment in the Plans.

Plans established while this Prospectus is effective are governed by
the terms of this Prospectus, including all the rules, rights,
privileges and benefits it describes. THEREFORE IT IS IMPORTANT THAT
YOU READ THIS PROSPECTUS AND RETAIN IT FOR FUTURE REFERENCE. No
salesman, dealer, or other person is authorized by Fidelity
Distributors Corporation , Fidelity Systematic Investment Plans, or
Fidelity Destiny Portfolios to give any information or make any
representation that is not contained in either the Prospectus of the
Plans, the Prospectus of Fidelity Destiny Portfolios, or in other
printed or written material issued by the Sponsor, the Plans, or
Fidelity Destiny Portfolios. You should only rely upon the information
contained in these prospectuses.

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.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS AGAINST THE LAW.
THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE CURRENT
PROSPECTUS FOR FIDELITY DESTINY PORTFOLIOS.

[This Page Intentionally Left Blank]

TABLE OF CONTENTS

PAGE

FIDELITY SYSTEMATIC 1
INVESTMENT PLANS

TABLE OF CONTENTS 3

HOW THE FIDELITY DESTINY 4
PLANS CAN HELP YOU MEET YOUR
OBJECTIVES

INVESTMENT OBJECTIVE OF THE 4
FUNDS

HOW TO START A DESTINY PLAN 4

1. Tax-Advantaged Retirement 4
Plans

FEES AND EXPENSES 5

1. Creation and Sales Charges 5

2. Account Fees 17

KEEPING YOUR PLAN CURRENT 17

DOLLAR-COST AVERAGING AND 17
DIVERSIFICATION

PLAN FEATURES AND YOUR RIGHTS 18
AND PRIVILEGES

1. Automatic Investment Program 18
and Government Allotments

2. Rights of Accumulation 18

3. Distributions 18

4. Federal Income Tax Withholding 18

5. Your Voting Rights 18

6. Making Advance Investments 18

7. Changing the Face Amount of 19
Your Plan

8. Extended Investment Option 19

9. Partial Liquidation of Your 19
Plan

10. Systematic Withdrawal Program 19

11. Transferring or Assigning 19
Your Rights in a Plan

12. Transfer of Broker 20

13. Your Cancellation and Refund 20
Rights

14. Terminating Your Plan 20

15. Completed Plans and Exchanges 20

16. Plan Reinstatement 20

17. Taxes 21

18. Termination of Your Plan by 21
the Sponsor or Custodian

SUBSTITUTION OF THE 21
UNDERLYING INVESTMENT

GENERAL 22

THE CUSTODIAN 22

THE SPONSOR 22

ILLUSTRATION OF TWO 23
HYPOTHETICAL DESTINY PLANS

GLOSSARY 27

FINANCIAL STATEMENTS 29

FIDELITY DESTINY PORTFOLIOS F-1
PROSPECTUS

HOW T H E FIDELITY D ESTI NY PLANS CAN HELP YOU MEET YOUR
OBJECTIVES

The Destiny Fund's are mutual funds, the value of whose shares are
subject to fluctuations in the values of their 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 you own is less than
their cost will result in a loss. You should therefore consider your
financial ability to continue and complete a Plan.

Before opening a Plan you should also consider the following:

1. A Plan represents an agreement among Fidelity Distributors
Corporation (the "Sponsor"), State Street Bank and Trust Company
(the "Custodian"), and you (the "Planholder" ) under
which amounts invested, after deduction of the Creation and
Sales Charges, are used to purchase shares of the Funds at net asset
value.

2. Investments made through the Plans will not result in direct
ownership of shares of the Funds, but rather will represent an
interest in a series of a unit investment trust, which will have
direct ownership of Class N shares of a Fund. You will have a
beneficial interest in the underlying Fund's shares.

3. Unlike most other plans of this type, the Funds do not sell their
shares directly to the public. Investments in the Funds may be
made only through the trust arrangements provided by the Plans.

4. The Plans charge Creation and Sales Charges, sometimes
called a "front-end load". If you were to terminate your Plan between
45 days and 18 months, the amount of Creation and Sales Charges
that would not be refunded to you could be as much as 15% of your
total investments made up to the time you terminate your Plan. If you
terminate your Plan after 18 months, the amount of Creation and Sales
Charges that would not be refunded to you could be as much as
33.3 3 % of your total investments. However, if you complete a
15-year Plan, the maximum Creation and Sales Charge would be no
higher than 3.33% of your total investments. Accordingly, a Plan
would not be suitable as a short-term investment. See
the section called "Fees and Expenses" on page 7.

INVESTMENT OBJECTIVE OF THE FUNDS

Fidelity Destiny Portfolios is an open-end management
investment company, consisting of two separate portfolios ,
Destiny I and Destiny II. The Funds are diversified mutual funds ,
an investment vehicle that pools shareholders' money and invests
it in a number of different securities. Each Fund's objective is to
seek capital growth .

The Fund's investments are managed by Fidelity Management &
Research Company (FMR). FMR's principal investment strategies
include:

(solid bullet) Normally investing primarily in common stocks.

(solid bullet) Potentially investing in other types of securities,
including bonds which may be lower-quality debt securities.

(solid bullet) Investing in domestic and foreign issuers.

(solid bullet) Investing in either "growth" stocks or "value"
stocks or both.

(solid bullet) Using fundamental analysis of each issuer's
financial condition and industry position and market and economic
conditions to select investments.

The investment objective, policies and restrictions of the Funds are
described in the accompanying Fidelity Destiny Portfolios prospectus,
which begins on page F-1.

For more information about the business experience of FMR, see
"Fund Management" on page F-18 of the Funds' prospectus.

HOW TO START A DESTINY PLAN

To start a Plan, you should complete a Plan Application and mail it
to the address specified on the application. Your application asks you
to choose either a 10-year Plan or a 15-year Plan, and the
amount of your monthly investment. You should include a check in the
amount of the first monthly investment, made payable to Destiny Plans
I: N or Destiny Plans II: N , as the case may be, when
you return the completed application to the address on the
application. Alternatively, you may establish an Automatic Investment
Program or, if you are a member of the military, a government
allotment, so that your monthly investments are automatically sent
to the Plans. (See "Automatic Investment Program and Government
Allotments" on page 20.) After your Plan Application and initial
investment is received in proper form by the Sponsor, the
applicable Creation and Sales Charges will be deducted. The balance of
your investment will be invested in Class N shares of the
Funds, and you will receive a confirmation statement showing the
number of whole and fractional shares purchased for your Plan account.

If you do not establish an Automatic Investment Program or a
government allotment, you may send subsequent monthly investments,
made payable to Destiny Plans I: N or Destiny Plans II:
N , as the case may be , directly to the Custodian,
c/o Boston Financial Data Services, Inc. (Boston Financial), at
P.O. Box 8300, Boston, Massachusetts 02266-8300. Subsequent
investments in your Plan will also be applied toward the purchase of
Class N shares of the Funds at the current NAV of Class N after the
deduction of any applicable Creation and Sales Charges.

1. TAX-ADVANTAGED RETIREMENT PLANS

The Plans may serve as the investment vehicle for tax-advantaged
retirement plans, including individual retirement accounts (IRAs) and
qualified money purchase pension and profit sharing plans. However,
the only retirement plan made available by Fidelity Destiny Portfolios
is the Fidelity Destiny IRA (which includes SEP IRAs, traditional IRAs
and Roth IRAs). IRA plans can be established through contributions,
through a rollover, or through a trustee-to-trustee transfer of IRA
assets from another financial institution. These rollovers or
transfers may contain assets that originated from an
employer-sponsored retirement plan or annual IRA contributions.

Detailed information concerning the Fidelity Destiny IRA is available
from the Sponsor or your representative . This information
should be read carefully. The information describes the additional
service fees charged for IRAs and describes the federal income tax
consequences of establishing an IRA. You may wish to consult with an
attorney or tax adviser before establishing a Fidelity Destiny IRA.

FEES AND EXPENSES

Your Plan pays two kinds of fees: Creation and Sales Charges and
Account Fees. Each of these fees is described in more detail
below.

Your Plan also indirectly pays the fees imposed on Class N shares of
the F unds, including management fees, 12b-1 fees and transfer
agent fees. Your Plan indirectly pays these fees because it invests in
Class N shares of the Funds. For more information about the
fees payable by the Funds, see " Fee Table " on page F-6
of the Funds' prospectus.

1. CREATION AND SALES CHARGES

You will pay Creation and Sales Charges equal to as much as 50% of
your first twelve investments in your Plan. When you have completed a
10-year Plan (120 monthly investments), the Creation and Sales Charges
you paid on your first twelve investments will amount to as much as
5.00% of your total Plan investments, assuming that you invest in a
Plan with the smallest monthly investment of $50 a month ($6,000 Face
Amount). The percentage of Creation and Sales Charges for each
invested dollar decreases proportionately as Face Amount increases.
The Creation and Sales Charges on the largest 10-year plan size,
$10,000 a month ($1,200,000 Face Amount), amount to 1.5% of your total
Plan investments.

When you have completed a 15-year Plan (180 monthly investments), the
Creation and Sales Charges you paid on your first twelve investments
will amount to as much as 3.33% of your total Plan investments,
assuming a monthly investment amount of $50 a month ($9,000 Face
Amount). The Creation and Sales Charges on the largest 15-year plan
size, $10,000 a month ($1,800,000 Face Amount), amount to 1.00% of
your total Plan investments.

You have certain cancellation and refund rights, described on
page 23. However, these rights are limited, and early termination of
your Plan or your inability to complete your Plan may result in your
having paid Creation and Sales Charges that represent a substantial
percentage of your total investments in your Plan. For example, if you
terminate your Plan between 45 days and 18 months after you start your
Plan, the Creation and Sales Charges that would not be refunded to you
could be as much as 15% of your total investments made. If you
terminate your Plan after 18 months, the Creation and Sales Charges
that would not be refunded to you could be as much as 33.33% of your
total investments made.

The following tables illustrate the effect of the Creation and Sales
Charges on Plans with different monthly investment amounts and
different Plan lengths.

CREATION AND SALES CHARGES
10-YEAR PLANS
(120 INVESTMENTS)

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
MONTHLY INVESTMENT TOTAL FACE AMOUNT OF PLAN CREATION AND SALES CHARGES TOTAL CREATION AND SALES PERCENTAGE OF TOTAL
PER FIRST 12 INVESTMENTS CHARGES INVESTMENT IN PLAN*

$ 50.00 $6,000.00 $25.00 $300.00 5.00%

75.00 $9,000.00 37.50 $450.00 5.00%

100.00 $12,000.00 50.00 $600.00 5.00%

125.00 $15,000.00 62.50 $750.00 5.00%

150.00 $18,000.00 75.00 $900.00 5.00%

166.66 $19,999.20 83.33 $999.96 5.00%

200.00 $24,000.00 100.00 $1,200.00 5.00%

250.00 $30,000.00 125.00 $1,500.00 5.00%

300.00 $36,000.00 150.00 $1,800.00 5.00%

350.00 $42,000.00 175.00 $2,100.00 5.00%

400.00 $48,000.00 200.00 $2,400.00 5.00%

450.00 $54,000.00 225.00 $2,700.00 5.00%

500.00 $60,000.00 250.00 $3,000.00 5.00%

600.00 $72,000.00 300.00 $3,600.00 5.00%

700.00 $84,000.00 350.00 $4,200.00 5.00%

800.00 $96,000.00 400.00 $4,800.00 5.00%

900.00 $108,000.00 450.00 $5,400.00 5.00%

1,000.00 $120,000.00 500.00 $6,000.00 5.00%

1,250.00 $150,000.00 625.00 $7,500.00 5.00%

1,500.00 $180,000.00 675.00 $8,100.00 4.50%

1,750.00 $210,000.00 700.00 $8,400.00 4.00%

2,000.00 $240,000.00 750.00 $9,000.00 3.75%

2,500.00 $300,000.00 812.50 $9,750.00 3.25%

5,000.00 $600,000.00 1,250.00 $15,000.00 2.50%

10,000.00 $1,200,000.00 1,500.00 $18,000.00 1.50%

</TABLE>

<TABLE>
<CAPTION>
<S> <C>
MONTHLY INVESTMENT PERCENTAGE OF NET INVESTMENT
IN PLAN*

$ 50.00 5.26%

75.00 5.26%

100.00 5.26%

125.00 5.26%

150.00 5.26%

166.66 5.26%

200.00 5.26%

250.00 5.26%

300.00 5.26%

350.00 5.26%

400.00 5.26%

450.00 5.26%

500.00 5.26%

600.00 5.26%

700.00 5.26%

800.00 5.26%

900.00 5.26%

1,000.00 5.26%

1,250.00 5.26%

1,500.00 4.71%

1,750.00 4.17%

2,000.00 3.90%

2,500.00 3.36%

5,000.00 2.56%

10,000.00 1.52%

</TABLE>

* Assuming completion of your Plan. "Investment" means only your
monthly Plan investments and does not include any re-investment of
capital gain or dividend distributions.

CREATION AND SALES CHARGES
15-YEAR PLANS
(180 INVESTMENTS)

$50.00 $9,000.00 $25.00 $300.00 3.33%

75.00 $13,500.00 37.50 $450.00 3.33%

100.00 $18,000.00 50.00 $600.00 3.33%

125.00 $22,500.00 62.50 $750.00 3.33%

150.00 $27,000.00 75.00 $900.00 3.33%

166.66 $29,998.80 83.33 $999.96 3.33%

200.00 $36,000.00 100.00 $1,200.00 3.33%

250.00 $45,000.00 125.00 $1,500.00 3.33%

300.00 $54,000.00 150.00 $1,800.00 3.33%

350.00 $63,000.00 175.00 $2,100.00 3.33%

400.00 $72,000.00 200.00 $2,400.00 3.33%

450.00 $81,000.00 225.00 $2,700.00 3.33%

500.00 $90,000.00 250.00 $3,000.00 3.33%

600.00 $108,000.00 300.00 $3,600.00 3.33%

700.00 $126,000.00 350.00 $4,200.00 3.33%

800.00 $144,000.00 400.00 $4,800.00 3.33%

900.00 $162,000.00 450.00 $5,400.00 3.33%

1,000.00 $180,000.00 500.00 $6,000.00 3.33%

1,250.00 $225,000.00 625.00 $7,500.00 3.33%

1,500.00 $270,000.00 675.00 $8,100.00 3.00%

1,750.00 $315,000.00 700.00 $8,400.00 2.67%

2,000.00 $360,000.00 750.00 $9,000.00 2.50%

2,500.00 $450,000.00 812.50 $9,750.00 2.17%

5,000.00 $900,000.00 1,250.00 $15,000.00 1.67%

10,000.00 $1,800,000.00 1,500.00 $18,000.00 1.00%

</TABLE>

<TABLE>
<CAPTION>
<S> <C>
MONTHLY INVESTMENT PERCENTAGE OF NET INVESTMENT
IN PLAN*

$50.00 3.45%

75.00 3.45%

100.00 3.45%

125.00 3.45%

150.00 3.45%

166.66 3.45%

200.00 3.45%

250.00 3.45%

300.00 3.45%

350.00 3.45%

400.00 3.45%

450.00 3.45%

500.00 3.45%

600.00 3.45%

700.00 3.45%

800.00 3.45%

900.00 3.45%

1,000.00 3.45%

1,250.00 3.45%

1,500.00 3.09%

1,750.00 2.74%

2,000.00 2.56%

2,500.00 2.21%

5,000.00 1.69%

10,000.00 1.01%

</TABLE>

* Assuming completion of your Plan. "Investment" means only your
monthly Plan investments and does not include any re-investment of
capital gain or dividend distributions.

CREATION AND SALES CHARGES
EXTENDED INVESTMENT OPTION*
(300 INVESTMENTS)

$ 50.00 $15,000.00 $25.00 $300.00 2.00%

75.00 $22,500.00 37.50 $450.00 2.00%

100.00 $30,000.00 50.00 $600.00 2.00%

125.00 $37,500.00 62.50 $750.00 2.00%

150.00 $45,000.00 75.00 $900.00 2.00%

166.66 $49,998.00 83.33 $999.96 2.00%

200.00 $60,000.00 100.00 $1,200.00 2.00%

250.00 $75,000.00 125.00 $1,500.00 2.00%

300.00 $90,000.00 150.00 $1,800.00 2.00%

350.00 $105,000.00 175.00 $2,100.00 2.00%

400.00 $120,000.00 200.00 $2,400.00 2.00%

450.00 $135,000.00 225.00 $2,700.00 2.00%

500.00 $150,000.00 250.00 $3,000.00 2.00%

600.00 $180,000.00 300.00 $3,600.00 2.00%

700.00 $210,000.00 350.00 $4,200.00 2.00%

800.00 $240,000.00 400.00 $4,800.00 2.00%

900.00 $270,000.00 450.00 $5,400.00 2.00%

1,000.00 $300,000.00 500.00 $6,000.00 2.00%

1,250.00 $375,000.00 625.00 $7,500.00 2.00%

1,500.00 $450,000.00 675.00 $8,100.00 1.80%

1,750.00 $525,000.00 700.00 $8,400.00 1.60%

2,000.00 $600,000.00 750.00 $9,000.00 1.50%

2,500.00 $750,000.00 812.50 $9,750.00 1.30%

5,000.00 $1,500,000.00 1,250.00 $15,000.00 1.00%

10,000.00 $3,000,000.00 1,500.00 $18,000.00 0.60%

</TABLE>

<TABLE>
<CAPTION>
<S> <C>
MONTHLY INVESTMENT PERCENTAGE OF NET INVESTMENT
IN PLAN**

$ 50.00 2.04%

75.00 2.04%

100.00 2.04%

125.00 2.04%

150.00 2.04%

166.66 2.04%

200.00 2.04%

250.00 2.04%

300.00 2.04%

350.00 2.04%

400.00 2.04%

450.00 2.04%

500.00 2.04%

600.00 2.04%

700.00 2.04%

800.00 2.04%

900.00 2.04%

1,000.00 2.04%

1,250.00 2.04%

1,500.00 1.83%

1,750.00 1.63%

2,000.00 1.52%

2,500.00 1.32%

5,000.00 1.01%

10,000.00 0.60%

</TABLE>

* For a description of the Extended Investment Option, see page 21.

** Assuming completion of your Plan. "Investment" means only your
monthly Plan investments and does not include any re-investment of
capital gain or dividend distributions.

ILLUSTRATION OF A $50 MONTHLY INVESTMENT IN A PLAN

AT THE END OF YOUR PLAN* AT THE END OF 6 MONTHS (6
INVESTMENTS)

AMOUNT % OF TOTAL INVESTMENTS** AMOUNT

10 YEARS (120 INVESTMENTS)

Total Investments $ 6,000.00 100.00% $ 300.00

Less: Creation and Sales 300.00 5.00 150.00
Charges

Net Amount Invested in Plan 5,700.00 95.00 150.00

15 YEARS (180 INVESTMENTS)

Total Investments $ 9,000.00 100.00% $ 300.00

Less: Creation and Sales 300.00 3.33 150.00
Charges

Net Amount Invested in Plan 8,700.00 97.67 150.00

25 YEARS (300 INVESTMENTS)***

Total Investments $ 15,000.00 100.00% $ 300.00

Less: Creation and Sales 300.00 2.00 150.00
Charges

Net Amount Invested in Plan 14,700.00 98.00 150.00

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
AT THE END OF 1 YEAR (12
INVESTMENTS)

% OF TOTAL INVESTMENTS** AMOUNT % OF TOTAL INVESTMENTS**

10 YEARS (120 INVESTMENTS)

Total Investments 100.00% $ 600.00 100.00%

Less: Creation and Sales 50.00 300.00 50.00
Charges

Net Amount Invested in Plan 50.00 300.00 50.00

15 YEARS (180 INVESTMENTS)

Total Investments 100.00 $ 600.00 100.00%

Less: Creation and Sales 50.00 300.00 50.00
Charges

Net Amount Invested in Plan 50.00 300.00 50.00

25 YEARS (300 INVESTMENTS)***

Total Investments 100.00 $ 600.00 100.00%

Less: Creation and Sales 50.00 300.00 50.00
Charges

Net Amount Invested in Plan 50.00 300.00 50.00

</TABLE>

<TABLE>
<CAPTION>
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AT THE END OF 2 YEARS (24
INVESTMENTS)

AMOUNT % OF TOTAL INVESTMENTS**

10 YEARS (120 INVESTMENTS)

Total Investments $ 1,200.00 100.00%

Less: Creation and Sales 300.00 25.00
Charges

Net Amount Invested in Plan 900.00 75.00

15 YEARS (180 INVESTMENTS)

Total Investments $ 1,200.00 100.00%

Less: Creation and Sales 300.00 25.00
Charges

Net Amount Invested in Plan 900.00 75.00

25 YEARS (300 INVESTMENTS)***

Total Investments $ 1,200.00 100.00%

Less: Creation and Sales 300.00 25.00
Charges

Net Amount Invested in Plan 900.00 75.00

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* Assuming completion of your Plan.

** "Investments" means only your monthly Plan investments and does
not include any re-investment of capital gain or dividend
distributions.

*** The 25-years (300 investments) schedule reflects the charges
applicable to a 15-year Plan which is continued under the Extended
Investment Option. For a description of the Extended Investment
Option, see page 21.

2. ACCOUNT FEES

You may also pay additional Account Fees to the Custodian for certain
services provided by the Custodian or its affiliated bookkeeping
and administrative service agent, Boston Financial (see "The
Custodian" on page 20). These additional Account Fees are
described below.

COMPLETED PLAN FEE: An annual fee of $12 or 2/10ths of 1% of the Face
Amount of the Plan, whichever is less, will be charged if you have
completed your Plan but have elected not to hold Class N shares
of the Fund directly. (See "Completed Plans and Exchanges " on
page 22.)

INACTIVE ACCOUNT FEE: An annual $12 fee will also be charged to your
Plan if you have not completed your Plan and your Plan is not
current. (See "Keeping Your Plan Current" on page 19.)

TERMINATION FEE: A fee of $2.50 will be charged to your Plan if you
make a complete withdrawal or you terminate your Plan prior to
completion. (See "Terminating Your Plan" on page 22.)

RETURNED CHECK FEE: A fee of $2.50 will be charged to your Plan for
any check or preauthorized check which is not honored by the bank on
which it is drawn.

FIDELITY DESTINY IRA MAINTENANCE FEE: If you have a Fidelity Destiny
IRA, you will be charged an annual $10 maintenance fee and certain
additional service fees. (See "Tax-Advantaged Retirement Plans" on
page .)

The Custodian deducts these Account Fees from your Plan
account. If possible, these fees are paid first from dividends
and distributions. However, if necessary, these fees may be
paid out of principal f rom the proceeds of the sale of Fund
Shares in your Plan account. The Custodian has a lien on your shares
to the extent of these rights.

Except as described in this "Fees and Expenses" section, there are
currently no other fees or expenses charged against the
Plans or Planholder accounts (or deducted from Fund dividends or
distributions) to compensate the Custodian or the
Sponsor for their services. All other fees or
expenses that could otherwise be charged to the Plans and
the Planholders (or deducted from Fund dividends or distributions)
are being voluntarily paid by the Fund s or the Sponsor.
Although there is no current intention to do so, the Funds and the
Sponsor each reserve the right to cease paying such fees
or expenses , and to cause them to be charged against
the Plans or the Planholders ( or deducted from Fund
dividends or distributions).

KEEPING YOUR PLAN CURRENT

Your Plan calls for monthly investments for a period of either 10 or
15 years, with the option of extending a 15-year Plan for another 10
years. You are not likely to realize the full benefit of your Plan
unless you complete your Plan. You should carefully consider your
ability to make monthly investments for the length of time required to
complete your Plan before you start a Plan. The Plans offer an
Automatic Investment Program to assist you in making your monthly
investments. (See "Automatic Investment Program and Government
Allotments" on page 21 )

If you stop making monthly investments, your ability to benefit from
dollar-cost averaging will be reduced. (See "Dollar-Cost Averaging and
Diversification" below.) If you stop making monthly investments and
have not made any of your monthly investments in advance of their due
date, your Plan will no longer be current. An inactive account fee of
$12 is charged annually if you have not completed your Plan and no
investment has been made for a 12-month period, after giving credit
for any prepayment of monthly investments that you may have made. 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 Fund shares from your Plan account.

Under current policy, one investment is required during each 6-month
period of the calendar year to prevent the Plan from being in default.
Your Plan may be terminated by the Sponsor or the Custodian if it is
in default. (See "Termination of Your Plan by the Sponsor or
Custodian" on page 24.)

DOLLAR-COST AVERAGING AND DIVERSIFICATION

The Destiny Plans were created to utilize the investing method of
dollar-cost averaging. Dollar-cost averaging is a strategy of
buying fixed dollar amounts of securities at regular intervals,
regardless of the price of the shares. In the Destiny Plans, you
invest a fixed amount on a monthly basis. Your monthly investment of a
fixed dollar amount buys more shares when the share price is low and
fewer shares when the share price is high. The benefit of this method
is that, over time, the average cost of your shares will be lower than
the average price of those shares. Dollar-cost averaging does not
assure a profit or guard against a loss. If you sell your Fund shares
when their value is less than their cost, you will incur a loss.

Diversification can help you manage the investment risk by decreasing
the volatility of a portfolio of securities. The Destiny Funds are
diversified , which means that the Funds invest in a number of
different securities.

PLAN FEATURES AND YOUR RIGHTS AND PRIVILEGES

1. AUTOMATIC INVESTMENT PROGRAM AND GOVERNMENT
ALLOTMENTS

To encourage and assist you in making monthly investments and to
eliminate the burden of writing a check every month, you may
arrange to have your investments made automatically by
establishing an Automatic Investment Program or, if you are
a member of the military, a government allotment .

You may change your Automatic Investment Program at any time by
giving written notice to Boston Financial at least 15 days before the
date on which the change is to go into effect. You may terminate your
Automatic Investment Program at any time by giving written notice to
Boston Financial at least 5 days before the date of the next scheduled
draft. You may change or terminate a government allotment at any
time by giving notice to your government disbursing office.

2. RIGHTS OF ACCUMULATION

You may qualify to pay lower Creation and Sales Charges on any
new Plans that you purchase, or on existing Plans where you
increase the Face Amount , by aggregating their Face Amounts
with the Face Amounts of any current Plans that are registered
to you or your immediate family . Further, when you
purchase a new Plan, or increase the Face Amount of
an existing Plan , you may also qualify to reduce the
Creation and Sales Charges you pay on future investments into any
existing individual IRA Plans that are already at the $166.66 per
month investment size, and which are registered to you or your
immediate family. 10-year and 15-year p lans may not be
combined for purposes of taking advantage of these rights of
accumulation.

Each Plan that you already own must be current at the time you
send your notice. For rights of accumulation, a Plan is considered to
be current if:

(solid bullet) It has been completed and not redeemed;

(solid bullet) It has not been completed, but has at least as many
investments recorded as there are months elapsed since establishment
or since being increased; or

(solid bullet) It is a qualified retirement plan, including an
IRA.

If one or more of the Plans, other than a qualified retirement plan,
that are combined to take advantage of this privilege subsequently
stops making monthly investments and is no longer current, the
remaining Creation and Sales Charges will be recalculated to reflect
the charges applicable to the Plan or Plans that remain current.

You may only combine Plans that are registered to you, your spouse,
your children under the age of 21, or a trustee or other fiduciary
of a single trust estate or single fiduciary account. For the purpose
of this privilege, a single fiduciary account includes a pension,
profit-sharing or other employee benefit trust created pursuant to a
plan qualified under Section 401 of the Internal Revenue Code, and a
trust estate or fiduciary account may have more than one beneficiary.
This privilege is not available to any 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 that group of individuals.

3. DISTRIBUTIONS

Unless you direct otherwise, all dividends and other distributions,
after applicable deductions, are automatically used to purchase
additional Class N shares of the Funds at NAV as of the
record date for the distribution. No sales charge is made on any
reinvestment of dividends or other distributions.

You must instruct Boston Financial in writing if you wish to receive
the dividends and other distributions in cash rather than additional
shares. Your instructions must be received at least seven days before
the record date of a dividend or distribution. You may change these
instructions at any time. Distributions on Fidelity Destiny IRAs are
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 you make an investment shortly before the
ex-dividend date of the dividend or distribution, you will pay a price
for the shares that includes the amount of the dividend or
distribution. This is called "buying a dividend". Dividends and
distributions, if declared, are normally paid annually by each Fund,
and may be taxable to you. (See "Taxes" on page 24.)

4. FEDERAL INCOME TAX WITHHOLDING

5. YOUR VOTING RIGHTS

You will receive a notice at least 15 days before any matter is
submitted to a vote of the shareholders of the Funds. The
Custodian will vote on these matters according to your instructions.
In the absence of instructions on how you wish to vote, the Custodian
will vote all the votes of the Plans in the same proportion as it
votes the shares for which it has received instructions from
other Planholders in your Plan. The number of votes you are entitled
to is based upon the dollar value of your investment. If you wish to
attend a meeting at which shares may be voted, you may request Boston
Financial to furnish a proxy or otherwise make arrangements for
exercising your voting rights.

6. MAKING ADVANCE INVESTMENTS

You are normally expected to make 12 regularly scheduled
investments each calendar year. If you wish to complete
your p lan ahead of schedule, you may make advance
investments singly or in lump sum amounts at any time during
the life of your Plan, but the amount of all your
advance investments may not exceed 48 investments in
total over the life of your Plan. These prepayment rules may be
waived for a transfer or rollover of an IRA or
tax-qualified retirement plan into, a Destiny
tax-qualified retirement plan, or in the event of your death to
allow your Plan to be completed at one time by your estate or
beneficiary. Monthly investments may also be paid in lump
sum amounts to make a Plan that is in arrears current. You pay
the same Creation and Sales Charges when you make
advance investments.

7. CHANGING THE FACE AMOUNT OF YOUR PLAN

You may increase the Face Amount of your Plan at any time. This is
called making a Face Change to your Plan. You may choose a new Face
Amount that is one of the m onthly i nvestment amounts
shown in the tables on pages , and . Within 12 months of the
time you open a new Plan, you may decrease your Face Amount by
as much as 50%. Within 12 months of the time you increase the Face
Amount of your Plan, you may decrease your Face Amount back to an
amount not lower than the Plan's previous Face Amount. You must send
your request for a change in the Face Amount of a Plan to Boston
Financial or your representative along with a completed Plan
Application for the new Face Amount.

8. EXTENDED INVESTMENT OPTION

If you stop making investments under the Extended Investment
O ption, and your Plan is not current for six consecutive
months, the Sponsor or the Custodian may terminate your Plan.

9. PARTIAL LIQUIDATION OF YOUR PLAN

If your partial liquidation results in a cash withdrawal of more than
$100,000, if the proceeds are to be sent to an address other than the
address of record, or if the proceeds are to be paid to someone other
than the record owner of the account, a signature guarantee is
required. A signature guarantee is also required if you have changed
your address within 30 days of your partial liquidation request. A
signature guarantee is a widely accepted way to protect you and
Fidelity by guaranteeing the signature that appears on your request. A
signature guarantee may not be provided by a notary public. The
Custodian will accept signature guarantees 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. Your partial liquidation request should be sent to
Boston Financial Data Services, Inc., P.O. Box 8300, Boston,
Massachusetts 02266-8300. Your request must be signed and any required
signature guarantee must be received in proper order before any
withdrawals or liquidations can be executed.

You may realize a capital gain or loss for federal income tax
purposes on partial liquidations. If assets from a Fidelity Destiny
IRA are distributed directly to you, you will be responsible for any
income taxes due on the distribution and, if you are under the age of
59 1/2, you may be subject to an early distribution penalty if those
assets are not reinvested into another IRA within 60 days of receipt
of the distribution. You may also be liable for any transfer or
other taxes that may be incurred on any partial liquidation or
replacement.

You may replace Plan shares at any time after 90 days , and the
replacement need not be made in one transaction. However, the amount
of any repurchase of shares following a partial liquidation must be at
least 25% of the amount liquidated or $500, whichever is less.
Replacements of partial liquidations should be clearly identified to
distinguish them from additional investments. The Custodian or Boston
Financial may require additional documentation. Your replacement will
be applied to the purchase of Fund shares at the next determined NAV.
Partial liquidations and replacements do not affect the total number
of monthly investments to be made or the unpaid balance of monthly
investments.

The partial liquidation and replacement privileges are intended to
facilitate the temporary use of funds invested in your Plan for
emergency purposes. The Sponsor reserves the right to limit the number
of transactions you may use to replace a partial liquidation and to
impose such additional restrictions as, in its judgment, are
necessary to conform with the requirements of Rule 2830 of the
Rules of the Association of the National Association of Securities
Dealers, Inc. (NASD).

10. SYSTEMATIC WITHDRAWAL PROGRAM

11. TRANSFERRING OR ASSIGNING YOUR RIGHTS IN A PLAN

You may also transfer your right, title, and interest to another
person whose only right shall be the privilege of complete withdrawal
from the Plan, or transfer your right, title, and interest to another
person, trustee, or custodian acceptable to the Sponsor, who has
applied to the Sponsor for a similar Plan. Additional documentation
may be required. Boston Financial or your representative will
provide you with the appropriate assignment forms. You will be liable
for any transfer taxes that may be incurred.

12. TRANSFER OF BROKER

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.

13. YOUR CANCELLATION AND REFUND RIGHTS

You have certain cancellation rights. Within 60 days after your
initial investment in a new Plan, the Sponsor will send you a notice
about these rights. If you elect to cancel your Plan within 45 days of
the date of the mailing of that notice, you will receive a cash refund
equal to the sum of (1) the total net asset value of the Fund shares
credited to your 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.

In addition, you may cancel your Plan at any time within 18 months of
your initial investment by sending written instructions to Boston
Financial. If you cancel your Plan after the 45-day cancellation
period described above has expired but before the 18 month
cancellation period expires, you will receive a cash refund equal to
the sum of (1) the total net asset value of the Fund shares credited
to your Plan account on the date that the cancellation request is
received by Boston Financial and (2) the amount by which the Creation
and Sales Charges deducted from your total investments exceed 15% of
the investments made up to the date of redemption.

If you exercise your Cancellation and Refund Rights and redeem your
Plan, you may not reinstate the proceeds from such a cancellation or
refund at NAV, except as described under "Plan Reinstatement "
on page 27. You may realize a capital gain or loss for federal income
tax purposes at the time of redemption.

14. TERMINATING YOUR PLAN

You may terminate your Plan completely at any time by redeeming all
your shares. However, if you terminate your Plan before completing all
the scheduled investments, the percentage of your total investments
that will have been paid as Creation and Sales Charge will be higher
than if you had completed your Plan. You may also partially liquidate
your Plan. (See "Partial Liquidations of Your Plan" on page .) If you
terminate your Plan more than 60 days from the date of issuance of
your Plan, you may avoid paying any commission that a security dealer
may charge for terminating your Plan by sending written notice of
termination to Boston Financial. If your Plan is not complete, a
charge of $2.50 will be made for terminating your Plan.

When you terminate your Plan, you may choose to hold Fund shares
directly by instructing the Custodian to deliver any or all of
the Fund shares that have accumulated in your Plan for at least 60
days, properly registered in your name, to Fidelity Service Company,
Inc. (Service), the transfer agent of the Funds. You may exchange your
Fund shares for Class A or Class T shares of any of the Fidelity
Advisor Funds. You may also receive a check for the proceeds by
directing the Custodian, as your agent, to withdraw the shares, redeem
them, and send the proceeds to you. For more information, see
"Completed Plans and Exchanges" below and " Exchanging
Shares " on page F-14 of the Funds' prospectus.

For your protection, if the amount of your proceeds from termination
will be more than $100,000, if the proceeds are to be sent to an
address other than the address of record, if the proceeds are to be
paid to someone other than the record owner of the account, or if
you have changed your address within 30 days of your cancellation
request, your request must be signed by all the registered owners
and you must include a signature guarantee on your termination
request. Your termination request and any necessary signature
guarantees must be received in proper order before any withdrawals or
liquidations can be executed. Termination requests should be sent to
Boston Financial Data Services, Inc., P.O. Box 8300, Boston,
Massachusetts 02266-8300.

The redemption price of your Fund shares will be the next determined
NAV after your request is accepted. Termination requests must be
received by 4:00 p.m. Eastern time to receive that day's NAV. You will
receive proceeds by check made payable as the account is registered
and mailed to the address of record. Ordinarily, you will be sent the
proceeds within seven calendar days from the time Boston Financial
accepts your termination request. The right of redemption of shares of
the Funds may be suspended at times when the New York Stock Exchange
is closed or if the Securities and Exchange Commission have determined
that certain other emergencies exist. If the right of redemption of
shares is suspended, Fund shares may not be redeemed, and therefore,
cash withdrawals may not be made.

15. COMPLETED PLANS AND EXCHANGES

Fund shares held by you directly may be exchanged at NAV for
Class A or Class T shares of any of the Fidelity Advisor Funds,
subject to minimum initial investment requirements. To exchange into a
Fidelity Advisor Fund, you will need to complete a Fidelity Advisor
Fund application. FMR is the investment adviser of the Fidelity
Advisor Funds. For more information, see " Exchanging Shares " on
page F-14 of the Funds' prospectus.

Exchanges between the two Plans are not permitted, nor may exchanges
be made between these Plans and Destiny Plans I: O or Destiny
Plans II: O offered by means of a separate prospectus. Shares
of any class of Destiny I held by a Plan may not be exchanged for
shares of any class of Destiny II, nor may shares of any class of
Destiny II held by a Plan be exchanged for shares of Destiny I.

16. PLAN REINSTATEMENT

You may reinstate a terminated Plan without any Creation and Sales
Charges on the reinstated amount once during the original term of your
former Plan under the same account registration as your former Plan.
You must make your reinstatement within 90 days after the date you
terminated your former Plan. You need not reinstate all of the
proceeds which you received upon termination, but you must reinstate
at least 10% of the gross proceeds from the termination of your former
Plan. When you reinstate your Plan, your new Plan will be the same
type of Plan, and invest in the same class of Fund
shares, as your former Plan, at the NAV of that Class next
determined after your reinstatement request is accepted in good order
by Boston Financial.

If you terminated your former Plan and redeemed your shares under the
Cancellation and Refund Rights described on page , you may not
reinstate the proceeds from such a cancellation or refund at NAV until
all refunded Creation and Sales Charges that were refunded in the
cancellation have been deducted from the amount being replaced. The
Plan Reinstatement P rivilege is separate from the Partial
Liquidation P rivilege described on page .

When you reinstate your Plan, your new Plan will resume at the same
monthly investment number that would have been due if you had not
terminated your former Plan. Your Plan will be credited for all
monthly investments made to your former Plan. If your Plan was not
current when it was terminated and you had an unpaid balance on your
monthly investments under your former Plan, you will be responsible
for any monthly investments due on your former Plan. However, you will
not need to make up any monthly investment that would have been made
while your Plan was terminated. The total number of monthly
investments to be made on your Plan will remain the same.

The Sponsor may, from time to time, extend the Plan Reinstatement
P rivilege beyond the 90-day period on the terms described
above. The extended reinstatement period will not be available unless
the Sponsor has specified a time period during which the 90-day
reinstatement period has been extended.

You should recognize that if you terminate your Plan you may realize
a gain or loss for federal income tax purposes, but if you reinvest
some or all of the proceeds in your Destiny Plan within 30 days of
that termination date, you may not recognize a loss for federal income
tax purposes.

17. TAXES

For tax purposes, you will be treated as directly owning Fund
shares. The Fidelity Destiny Portfolios prospectus more fully
describes how the dividends and distributions that are paid to you or
reinvested for you may be taxable to you. You bear the responsibility
for any taxes payable with respect to any of the profits realized on
sales or transfers by the Custodian or Sponsor of Fund shares or other
property credited to your account in accordance with the provisions of
your Plan and for any taxes levied or assessed with respect to Fund
shares or the income from Fund shares, not the Custodian or Sponsor.
For more information, see "Tax Consequences" on page
F-17 of Funds' prospectus. Appropriate notices about taxable
distributions will be sent to you as necessary.

The cost basis of your shares is the amount you paid for those
shares, including the Creation and Sales Charges and the cost of any
reinvested distributions. If you own a Fidelity Destiny IRA and
itemize your deductions, you may be able to claim a miscellaneous
itemized deduction for any administrative or trustee fees incurred in
connection with that IRA if those fees are billed separately or paid
separately.

18. TERMINATION OF YOUR PLAN BY THE SPONSOR OR CUSTODIAN

Although a Plan may call for regular investments over a 10-year or
15-year period, neither the Sponsor nor the Custodian can terminate
your Plan until 300 investments have been made unless the Plan is in
default or unless shares of the Fund are not obtainable and a
substitution is not made. (See "Substitution of the Underlying
Investment" on page 30.) Normally, a Plan is in default if no
investments have been made for six consecutive months. However, under
the current policy, a Plan is not in default if one investment has
been made during each six-month period of the calendar year. Although
the Sponsor does not currently intend to do so, the Sponsor reserves
the right to change the current default policy in the future. The
default period will not start until you have been given full credit
for the amount of any advance investments you have made.

No interest will be paid by the Custodian on any cash balances. If
you do not respond within 60 days after the notice of termination is
mailed to you, the Custodian, at its discretion, may at any time
thereafter fully discharge its obligations by mailing a check for the
liquidated value of the Fund shares to you. You 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 your benefit, subject only to any applicable
escheat ment laws. The Custodian has no obligation to pay
interest on or to reinvest checks returned to it.

SUBSTITUTION OF THE UNDERLYING INVESTMENT

(a) obtain an order from the SEC approving the substitution;

(b) give written notice of the proposed substitution to the Custodian;

(d) provide the Custodian with a signed certificate stating that
proper notice under these provisions has been given to each
Planholder.

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 the substitution, as specified above, and then shall notify
each Planholder. If, within 30 days after mailing the required notice
to you, you give your written approval of the substitution and agree
to bear the pro rata share of actual expenses, including tax liability
sustained by the Custodian, the Custodian may thereafter purchase the
substituted shares. Your failure to give written approval of the
substitution within the 30-day period shall give the Custodian the
authority to terminate your Plan.

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 a unit investment trust under the Investment Company Act
of 1940, and are registered with the SEC. Registration with the SEC
does not imply supervision of management or investment practices or
policies by the SEC. No Plan certificates are available. Fidelity
Destiny Portfolios does not offer Class N shares
directly to the public. Fidelity Systematic Investment Plans are
currently offered for sale in all states.

In addition to the two Plans offered in this prospectus there are
currently two other series of Fidelity Systematic Investment Plans:
Destiny Plans I: O and Destiny Plans II: O (the "O
Plans"). Effective December 15, 1999, the O Plans
will no longer be available to new investors.

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 the next NAV calculated after your investment is
received in good order by the Custodian. 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 you direct Boston Financial to remit them to you in
cash.

Commissions ranging from 41.7% to 92.4% 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 Selling Dealer Agreement with the Sponsor. From
time to time the Sponsor may increase the commissions paid to
broker-dealer firms to 100%. 12b-1 fees may also be paid to these
broker-dealers. These broker-dealers are independent contractors.
Nothing in this prospectus or in other literature or confirmations
issued by the Sponsor, the Custodian or Boston Financial including the
words "representative" or "commission," makes 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 dealer or
investment broker.

THE CUSTODIAN

All correspondence should be directed to Boston Financial Data
Services, Inc., P.O. Box 8300, Boston, Massachusetts 02266-8300 or
your representative.

You send your investments into the Plans to Boston Financial. After
making authorized deductions, Boston Financial applies the money to
the purchase of Fund shares. Investments in Destiny Plans I: N
purchase shares of Class N of Destiny I. Investments in Destiny
Plans II: N purchase shares of Class N of Destiny II. The
Custodian holds these Fund shares in its custody, receiving dividends
and distributions that, at your option, may be remitted either to you
or reinvested in additional Fund shares.

The Custodian has assumed only those obligations specifically imposed
on it under the Custodian 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 Custodian Agreement cannot be amended to affect your rights and
privileges without your written consent, nor may the Custodian resign
unless a successor has been designated and has accepted the
Custodianship. That successor must be a bank or trust company that has
capital, surplus and undivided profits totaling at least $2,000,000.
The Custodian may be changed without notice to you or your approval.
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 Custodian Agreement or if the Custodian
terminates its custodianship on 90 days' notice after the third year
of the term of the Custodian Agreement, or on 30 days' notice after
the expiration of any further two-year period.

THE SPONSOR

J. Gary Burkhead, Director (1999 - present), is Vice Chairman of
FMR Corp. and President of Fidelity Personal Investments and Brokerage
Group.

Paul J. Gallagher, Director (1998 - present), is President of
Fidelity Service Company, Inc.

Kevin J. Kelly, Director (1999 - present), is President of Fidelity
Investments Institutional Services Company, Inc.

Edward L. McCartney, Director and President (1999 - present), is
Executive Vice President of the Fidelity Customer Marketing &
Development Group.

Eric Roiter, Vice President and Clerk (1998 - present), is
Senior Vice President and General Counsel of FMR.

Jane Greene, Treasurer and Controller (1999 - present), is
an employee of FMR Corp.

Gary Greenstein, Assistant Treasurer (1995 - present), is an
employee of FMR Corp.

Jay Freedman, Assistant Clerk (1996 - present) , is an employee of
FMR Corp.

During the twelve months ended September 30, 199 9 , the
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.

The Sponsor is an affiliate of FMR, both of which are wholly owned
subsidiaries 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.

ILLUSTRATION OF TWO HYPOTHETICAL DESTINY PLANS

ILLUSTRATION OF AN HYPOTHETICAL $50 MONTHLY DESTINY PLANS I:
N

The table below assumes an initial investment of $50 and
subsequent investments of $50 per month in a 15-year Plan with income,
dividends and capital gain distributions reinvested in additional
shares. The illustration includes the effect of expenses paid by Class
N. No adjustments have been made for any income taxes payable by
investors on capital gain distributions and dividends reinvested. The
table covers the period from October 1984 through September 1999, with
all investments made at the end of each month.

INVESTMENT NO. FISCAL YEAR ENDED CUMULATIVE INVESTMENTS CREATION AND SALES CHARGES TOTAL VALUE OF PLAN(A)

1 - 12 Sept-85 $ 600.00 $ 300.00 $ 303.88

13 - 24 Sept-86 1,200.00 0.00 $ 1,024.54

25 - 36 Sept-87 1,800.00 0.00 $ 2,183.86

37 - 48 Sept-88 2,400.00 0.00 $ 2,579.45

49 - 60 Sept-89 3,000.00 0.00 $ 4,075.58

61 - 72 Sept-90 3,600.00 0.00 $ 3,861.58

73 - 84 Sept-91 4,200.00 0.00 $ 6,395.02

85 - 96 Sept-92 4,800.00 0.00 $ 7,819.63

97 - 108 Sept-93 5,400.00 0.00 $ 10,496.70

109 - 120 Sept-94 6,000.00 0.00 $ 12,301.48

121 - 132 Sept-95 6,600.00 0.00 $ 16,238.86

133 - 144 Sept-96 7,200.00 0.00 $ 19,317.75

145 - 156 Sept-97 7,800.00 0.00 $ 26,793.09

157 - 168 Sept-98 8,400.00 0.00 $ 29,470.65

169 - 180 Sept-99 9,000.00 0.00 $ 35,390.05

$ 9,000.00 $ 300.00 TOTAL $ 35,390.05

</TABLE>

(A) The Plans commenced operations on April 30, 1999. Total
Returns prior to that date are based on historical results for Class O
shares of the Funds, restated to reflect the higher 12b-1 and transfer
agent expenses applicable to Class N shares of the funds. Total Return
is determined by Destiny I's fiscal year-end NAV.

ILLUSTRATION OF AN HYPOTHETICAL $166.66 MONTHLY DESTINY PLANS I:
N

The table below assumes an initial investment of $166.66 and
subsequent investments of $166.66 per month in a 15-year Plan with
income, dividends and capital gain distributions reinvested in
additional shares. The illustration includes the effect of expenses
paid by Class N. No adjustments have been made for any income taxes
payable by investors on capital gain distributions and dividends
reinvested. The table covers the period from October 1984 through
September 1999, with all investments made at the end of each
month.

This period was one of widely fluctuating common stock prices. The
results shown are based on historical performance and should not be
considered a representation of the investment results you would obtain
if you started an N Plan today. Your Plan does not assure a profit or
protect against a loss. When you sell your shares they may be worth
more or less than you paid for them.

INVESTMENT NO. FISCAL YEAR ENDED CUMULATIVE INVESTMENTS CREATION AND SALES CHARGES TOTAL VALUE OF PLAN(A)

1 - 12 Sept-85 $ 1,999.92 $ 999.96 $ 1,012.88

13 - 24 Sept-86 3,999.84 0.00 $ 3,414.99

25 - 36 Sept-87 5,999.76 0.00 $ 7,279.25

37 - 48 Sept-88 7,999.68 0.00 $ 8,397.82

49 - 60 Sept-89 9,999.60 0.00 $ 13,584.73

61 - 72 Sept-90 11,999.52 0.00 $ 12,871.42

73 - 84 Sept-91 13,999.44 0.00 $ 21,315.87

85 - 96 Sept-92 15,999.36 0.00 $ 26,064.39

97 - 108 Sept-93 17,999.28 0.00 $ 34,987.60

109 - 120 Sept-94 19,999.20 0.00 $ 41,003.28

121 - 132 Sept-95 21,999.12 0.00 $ 54,127.35

133 - 144 Sept-96 23,999.04 0.00 $ 64,389.89

145 - 156 Sept-97 25,998.96 0.00 $ 89,306.71

157 - 168 Sept-98 27,998.88 0.00 $ 98,231.54

169 - 180 Sept-99 29,998.80 0.00 $ 117,962.10

$ 29,998.80 $ 999.96 TOTAL $ 117,962.10

</TABLE>

(A) The Plans commenced operations on April 30, 1999. Total
Returns prior to that date are based on historical results for Class O
shares of the Funds, restated to reflect the higher 12b-1 and transfer
agent expenses applicable to Class N shares of the Funds. Total Return
is determined by Destiny I's fiscal year-end NAV.

GLOSSARY

COMPLETED PLAN: A Plan is complete once the Face Amount 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.
A Completed Plan that has not been redeemed is a Current Plan.
Tax-advantaged retirement plans are Current Plans.

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 dollar amount needed to
complete a particular plan is known as a Face Change.

RIGHTS OF ACCUMULATION: The right to reduce the Creation and Sales
Charges paid on two or more Plans based on the total Face Amount of
the Plans.

SYSTEMATIC INVESTMENT PLAN OR PERIODIC PAYMENT 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.

REPORT OF INDEPENDENT ACCOUNTANTS

To the Directors of Fidelity Distributors Corporation and Investors
under Fidelity Systematic Investment Plans: Destiny Plans I: N and
Destiny Plans II: N:

Boston, Massachusetts PricewaterhouseCoopers LLP
November 12, 1999

FIDELITY SYSTEMATIC INVESTMENT PLANS: DESTINY PLANS I: N
FINANCIAL STATEMENTS

Statement of Assets and Liabilities
September 30, 1999

LIABILITIES:
Payable to custodian,
sponsor and
broker/dealer (Note 3) $ 7,104
Total liabilities 7,104
NET ASSETS (Note 2) $ 160,675

Statement of Operations

For the period April 30, 1999
(commencement of sale of
Class N shares) through
September 30, 1999

INVESTMENT INCOME:
Distributions received on
Class N shares of Destiny I $ --
from
net investment income

Net investment
income --

DESTINY PLANS I: N - FINANCIAL STATEMENTS - CONTINUED

Statements of Changes in Net Assets Invested in Shares of Destiny
I: N

For the period April 30, 1999
(commencement of sale of
Class N shares) through
September 30, 1999

Amount Shares

FIDELITY SYSTEMATIC INVESTMENT PLANS: DESTINY PLANS II: N
FINANCIAL STATEMENTS

Statement of Assets and Liabilities
September 30, 1999

LIABILITIES:
Payable for Class
N Destiny II
shares purchased $ 42,337
Payable to
custodian, sponsor
and broker/dealer
(Note 3) 44,329
Total liabilities 86,666
NET ASSETS (Note 2) $ 1,429,737

Statements of Operations

For the period April 30, 1999
(commencement of sale of
Class N shares) through
September 30, 1999

INVESTMENT INCOME:
Distributions received
on Class N
shares of
Destiny II from
net investment
income $ --

Net investment income --

DESTINY PLANS II: N - FINANCIAL STATEMENTS - CONTINUED

Statement of Changes in Net Assets Invested in Shares of Destiny
II: N

For the period April 30, 1999
(commencement of sale of
Class N shares) through
September 30, 1999

Amount Shares

NOTES TO FINANCIAL STATEMENTS

TRANSACTION DATES. Share transactions are recorded on the trade
date. Dividend income and capital gain distributions are recorded on
the ex-dividend date.

2. PLAN ASSETS

Destiny Plans I: N assets consisted of the following at September
30, 1999:

Systematic Investment Plans

NOTES TO FINANCIAL STATEMENTS - CONTINUED
2. PLAN ASSETS - CONTINUED

Destiny Plans II: N assets consisted of the following at September
30, 1999:

Systematic Investment Plans

Payments received from $ 2,019,994
investors on outstanding
Plans Deduct:

Sponsor fees 538,159

Total deductions 538,159

Net payments invested in 1,481,835
Class N shares of Destiny II
Add:

Distributions from
investment income reinvested

Distributions from realized --
gains reinvested

Unrealized appreciation in --
Destiny II Class N shares
held at

September 30, 1999 (52,098)

Net assets $ 1,429,737

3. EXPENSES AND DEDUCTIONS: For information regarding Creation and
Sales Charges and Account Fees, see page of this Prospectus.

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholder of Fidelity Distributors
Corporation

(A Wholly-Owned Subsidiary of FMR Corp.):

PricewaterhouseCoopers LLP
January 27, 1999

FIDELITY DISTRIBUTORS CORPORATION
(A WHOLLY-OWNED SUBSIDIARY OF FMR CORP.)

STATEMENT OF FINANCIAL CONDITION
December 31, 1998
(Dollars in thousands)

LIABILITIES
Liabilities:
Payable to broker/dealers $ 20,090
Payable to mutual funds 43,451
Other liabilities 377
Total Liabilities $ 63,918

The accompanying notes are an integral part of th is financial
statement.

FIDELITY DISTRIBUTORS CORPORATION
(A WHOLLY-OWNED SUBSIDIARY OF FMR CORP.)
NOTES TO FINANCIAL STATEMENT

A. PRINCIPAL BUSINESS ACTIVITIES:

B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

USE OF ESTIMATES

INVESTMENTS

Investments consist of shares held in Fidelity mutual funds and are
stated at market value.

PROPERTY AND EQUIPMENT

FIDELITY DISTRIBUTORS CORPORATION
(A WHOLLY-OWNED SUBSIDIARY OF FMR CORP.)
NOTES TO FINANCIAL STATEMENT (continued)

B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

DEFERRED DEALERS CONCESSIONS

INCOME TAXES

C. TRANSACTIONS WITH FMR CORP. AND AFFILIATED COMPANIES:

FIDELITY DISTRIBUTORS CORPORATION
(A WHOLLY-OWNED SUBSIDIARY OF FMR CORP.)
NOTES TO FINANCIAL STATEMENT (continued)

C. TRANSACTIONS WITH AFFILIATED COMPANIES, CONTINUED:

The Company participates in FMR Corp.'s noncontributory defined
benefit pension plan covering all of its eligible employees.

The Company participates in various FMR Corp. stock-based compensatory
plans. Compensation is based on the change in the net asset value of
FMR Corp. stock, as defined.

D. PROPERTY AND EQUIPMENT:

At December 31, 1998, property and equipment, at cost, consists of the
following (in thousands):

Equipment $ 28,594
Furniture and fixtures 1,491

30,085
Less: Accumulated depreciation 26,654
$ 3,431

FIDELITY DISTRIBUTORS CORPORATION
(A WHOLLY-OWNED SUBSIDIARY OF FMR CORP.)
NOTES TO FINANCIAL STATEMENT (continued)

E . NET CAPITAL REQUIREMENT:

[This Page Intentionally Left Blank]

FIDELITY(REGISTERED TRADEMARK)
DESTINY PORTFOLIOS

DESTINY I - CLASS N
( F und 395, CUSIP 316127307)

DESTINY II - CLASS N
( F und 396, CUSIP 316127406)

Shares of Class N of each fund are only available to the general
publi c through Fidelity Systematic Investment Plans: Destiny Plans
I: N and Destiny Plans II: N (the " Destiny Plans" or a
" Destiny Plan"), a unit investment trust. Details of the
Destiny Plans, including the Creation and Sales Charges, are
discussed in the prospectus for the Destiny Plans. Prospective
investors should read this prospectus in conjunction with the
Destiny Plans' prospectus .

PROSPECTUS

NOVEMBER 26, 1999

(FIDELITY_LOGO_GRAPHIC)(registered trademark)
82 DEVONSHIRE STREET, BOSTON, MA 02109

CONTENTS

FUND SUMMARY F-3 INVESTMENT SUMMARY

F-4 PERFORMANCE

F-6 FEE TABLE

FUND BASICS F-8 INVESTMENT DETAILS

F-9 VALUING SHARES

SHAREHOLDER INFORMATION F-11 BUYING AND SELLING SHARES

F-14 EXCHANGING SHARES

F-14 ACCOUNT FEATURES AND POLICIES

F-16 DIVIDENDS AND CAPITAL GAIN
DISTRIBUTIONS

F-17 TAX CONSEQUENCES

FUND SERVICES F-18 FUND MANAGEMENT

F-19 FUND DISTRIBUTION

APPENDIX F-21 FINANCIAL HIGHLIGHTS

FUND SUMMARY

INVESTMENT SUMMARY

INVESTMENT OBJECTIVE

DESTINY I seeks capital growth.

PRINCIPAL INVESTMENT STRATEGIES

Fidelity Management & Research Company (FMR)'s principal investment
strategies include:

(small solid bullet) Normally investing primarily in common stocks.

(small solid bullet) Potentially investing in other types of
securities, including bonds which may be lower-quality debt
securities.

(small solid bullet) Investing in domestic and foreign issuers.

(small solid bullet) Investing in either "growth" stocks or "value"
stocks or both.

(small solid bullet) Using fundamental analysis of each issuer's
financial condition and industry position and market and economic
conditions to select investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a debt security to decrease.

An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.

When you sell your shares of the fund, they could be worth more or
less than what you paid for them.

INVESTMENT OBJECTIVE

DESTINY II seeks capital growth.

PRINCIPAL INVESTMENT STRATEGIES

FMR's principal investment strategies include:

(small solid bullet) Normally investing primarily in common stocks.

(small solid bullet) Potentially investing in other types of
securities, including bonds which may be lower-quality debt
securities.

(small solid bullet) Investing in domestic and foreign issuers.

(small solid bullet) Investing in either "growth" stocks or "value"
stocks or both.

(small solid bullet) Using fundamental analysis of each issuer's
financial condition and industry position and market and economic
conditions to select investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a debt security to decrease.

An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.

When you sell your shares of the fund, they could be worth more or
less than what you paid for them.

PERFORMANCE

The following information illustrates the changes in each fund's
performance from year to year and compares Class O's performance to
the performance of a market index and an average of the performance of
similar funds over various periods of time and also illustrates the
performance of the Destiny Plan s. Returns for each fund do not
include the effect of the Destiny Plan (Class O) Creation and Sales
Charges and Custodian Fees. Returns for each fund would be lower if
the effect of the Destiny Plan (Class O) Creation and Sales Charges
and Custodian Fees was included. The returns for the Destiny Plans do
include the effect of the Destiny Plan (Class O) Creation and Sales
Charges and Custodian Fees. Returns are based on past results and
are not an indication of future performance.

Performance history will be available for Class N after Class N has
been in operation for one calendar year.

YEAR-BY-YEAR RETURNS
DESTINY I - CLASS O

Calendar Years 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998

25.54% -3.15% 38.92% 15.15% 26.42% 4.43% 36.95% 18.55% 30.92% 25.63%

</TABLE>

THE RETURNS SHOWN ABOVE ARE FOR CLASS O OF DESTINY I, WHICH IS NOT
AVAILABLE THROUGH THIS PROSPECTUS. CLASS N WOULD HAVE SUBSTANTIALLY
SIMILAR ANNUAL RETURNS TO CLASS O BECAUSE THE CLASSES ARE INVESTED IN
THE SAME PORTFOLIO OF SECURITIES. CLASS N'S RETURNS WILL BE LOWER THAN
CLASS O'S RETURNS TO THE EXTENT THAT CLASS N HAS HIGHER EXPENSES.

THE YEAR-TO-DATE RETURN AS OF SEPTEMBER 30, 1999 FOR CLASS O OF
DESTINY I WAS -1.52 %.

DESTINY II - CLASS O

Calendar Years 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998

26.41% -2.52% 41.42% 15.48% 26.81% 4.48% 35.96% 17.86% 29.64% 28.11%

</TABLE>

THE RETURNS SHOWN ABOVE ARE FOR CLASS O OF DESTINY II, WHICH IS NOT
AVAILABLE THROUGH THIS PROSPECTUS. CLASS N WOULD HAVE SUBSTANTIALLY
SIMILAR ANNUAL RETURNS TO CLASS O BECAUSE THE CLASSES ARE INVESTED IN
THE SAME PORTFOLIO OF SECURITIES. CLASS N'S RETURNS WILL BE LOWER THAN
CLASS O'S RETURNS TO THE EXTENT THAT CLASS N HAS HIGHER EXPENSES.

THE YEAR-TO-DATE RETURN AS OF SEPTEMBER 30, 1999 FOR CLASS O OF
DESTINY II WAS 3.58 %.

AVERAGE ANNUAL RETURNS - FUNDS

For the periods ended Past 1 year Past 5 years Past 10 years
December 31, 1998

DESTINY I - CLASS O 25.63% 22.77% 21.23%

Standard & Poor's 500 Index 28.58% 24.06% 19.21%

Lipper Growth Funds Average 22.86% 18.63% 16.72%

DESTINY II - CLASS O 28.11% 22.69% 21.65%

Standard & Poor's 500 Index 28.58% 24.06% 19.21%

Lipper Growth Funds Average 22.86% 18.63% 16.72%

THE RETURNS SHOWN ABOVE ARE FOR CLASS O OF DESTINY I AND DESTINY
II, WHICH ARE NOT AVAILABLE THROUGH THIS PROSPECTUS. CLASS N WOULD
HAVE SUBSTANTIALLY SIMILAR ANNUAL RETURNS TO CLASS O BECAUSE THE
CLASSES ARE INVESTED IN THE SAME PORTFOLIO OF SECURITIES. CLASS N'S
RETURNS WILL BE LOWER THAN CLASS O'S RETURNS TO THE EXTENT THAT CLASS
N HAS HIGHER EXPENSES.

AVERAGE ANNUAL RETURNS - PLANS

The returns in the following table include the effect of the
Destiny Plan (Class O) Creation and Sales Charges and Custodian Fees
for a $50/month, 15 year Destiny Plan. The returns assume an initial
$600 lump sum investment at the beginning of each period shown, with
no subsequent Destiny Plan investments in that year. Because the
returns assume yearly lump sum investments, they do not reflect what
investors would have earned if they had made only regular monthly
investments over the period.

For the periods ended Past 1 year Past 5 years Past 10 years Past 15 years/ Life of Plan
December 31, 1998

Destiny Plans I: O -39.95% 18.34% 19.64% 18.28%

Destiny Plans II: O -38.76% 18.27% 20.05% 22.10%A

</TABLE>

A FROM DECEMBER 30, 1985 (COMMENCEMENT OF OPERATIONS OF CLASS
O).

Standard & Poor's 500 Index (S&P 500(registered trademark)) is a
market capitalization-weighted index of common stocks.

The Lipper Funds Average reflects the performance (excluding sales
charges) of mutual funds with similar objectives.

FEE TABLE

The following table describes the fees and expenses that are incurred
when you buy, hold, or sell Class N shares of a fund but does not
reflect the Destiny Plan Creation and Sales Charges . The annual
class operating expenses provided below for Class N are based on
estimated expenses.

SHAREHOLDER FEES (PAID BY THE INVESTOR DIRECTLY)

Class N

Sales charge (load) on NONE
purchases and reinvested
distributions

Deferred sales charge (load) NONE
on redemptions

ANNUAL CLASS OPERATING EXPENSES (PAID FROM CLASS ASSETS)

Class N

Destiny I Management fee 0.29%

Distribution and Service 0.25%
(12b-1) fee (including 0.25%
Service fee)

Other expenses 0.65%

TOTAL ANNUAL CLASS OPERATING 1.19%
EXPENSES

Destiny II Management fee 0.45%

Distribution and Service 0.25%
(12b-1) fee (including 0.25%
Service fee)

Other expenses 0.66%

TOTAL ANNUAL CLASS OPERATING 1.36%
EXPENSES

This EXAMPLE helps you compare the cost of investing in the funds with
the cost of investing in other mutual funds.

Let's say, hypothetically, that Class N's annual return is 5% and that
your shareholder fees and Class N's annual operating expenses are
exactly as described in the fee table. This example illustrates the
effect of fees and expenses, but is not meant to suggest actual or
expected fees and expenses or returns, all of which may vary. For
every $10,000 you invested, here's how much you would pay in total
expenses if you close your account after the number of years
indicated:

Class N

Destiny I 1 year $ 121

3 years $ 378

5 years $ 654

10 years $ 1,443

Destiny II 1 year $ 138

3 years $ 431

5 years $ 745

10 years $ 1,635

FUND BASICS

INVESTMENT DETAILS

INVESTMENT OBJECTIVE

DESTINY I seeks capital growth.

PRINCIPAL INVESTMENT STRATEGIES

FMR normally invests the fund's assets primarily in common stocks. FMR
may also invest the fund's assets in other types of securities,
including bonds which may be lower-quality debt securities.

FMR may invest the fund's assets in securities of foreign issuers in
addition to securities of domestic issuers.

FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.

INVESTMENT OBJECTIVE

DESTINY II seeks capital growth.

PRINCIPAL INVESTMENT STRATEGIES

FMR normally invests the fund's assets primarily in common stocks. FMR
may also invest the fund's assets in other types of securities,
including bonds which may be lower-quality debt securities.

FMR may invest the fund's assets in securities of foreign issuers in
addition to securities of domestic issuers.

FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.

DESCRIPTION OF PRINCIPAL SECURITY TYPES

PRINCIPAL INVESTMENT RISKS

The following factors can significantly affect a fund's performance:

ISSUER-SPECIFIC CHANGES. Changes in the financial condition of an
issuer, changes in specific economic or political conditions that
affect a particular type of security or issuer, and changes in general
economic or political conditions can affect the credit quality or
value of an issuer's securities. The value of securities of smaller,
less well-known issuers can be more volatile than that of larger
issuers. Lower-quality debt securities (those of less than
investment-grade quality) tend to be more sensitive to these changes
than higher-quality debt securities.

FUNDAMENTAL INVESTMENT POLICIES

The policies discussed below are fundamental, that is, subject to
change only by shareholder approval.

DESTINY I seeks capital growth.

DESTINY II seeks capital growth.

VALUING SHARES

Each fund is open for business each day the New York Stock Exchange
(NYSE) is open.

A class's net asset value per share (NAV) is the value of a single
share. Fidelity normally calculates Class N's NAV as of the close of
business of the NYSE, normally 4:00 p.m. Eastern time. However, NAV
may be calculated earlier if trading on the NYSE is restricted or as
permitted by the Securities and Exchange Commission (SEC). Each fund's
assets are valued as of this time for the purpose of computing Class
N's NAV.

SHAREHOLDER INFORMATION

BUYING AND SELLING SHARES

GENERAL INFORMATION

To contact Fidelity for account, product and service
information, please use the following phone numbers:

(small solid bullet) Nationally (toll-free), 1-800-433-0734 (8:30 a.m.
- - 7:00 p.m. Eastern time, Monday through Friday).

(small solid bullet) In Alaska or Overseas (call collect),
1-617- 330-3183 (8:00 a.m. - 6:00 p.m. Eastern time, Monday
through Friday).

Please use the following addresses:

SELLING SHARES

Fidelity Investments(registered trademark)
P.O. Box 770002
Cincinnati, OH 45277-0081

OVERNIGHT EXPRESS

Fidelity Investments
2300 Litton Lane - KH2A
Hebron, KY 41048

You may sell Class N shares of the funds through an investment
professional. When you invest through an investment professional, the
procedures for selling and exchanging Class N shares of a fund
and the account features and policies may differ. Additional fees may
also apply to your investment in Class N shares of a fund, including a
transaction fee if you sell Class N shares of the fund through a
broker or other investment professional.

Certain methods of contacting Fidelity, such as by telephone, may be
unavailable or delayed (for example, during periods of unusual market
activity).

BUYING SHARES

Each fund has an agreement with Fidelity Distributors Corporation
(FDC) under which the fund issues shares at NAV to State Street Bank
and Trust Company (State Street) as Custodian for the Destiny
Plans. Generally, State Street will hold all shares of each fund
unless a Planholder elects to hold fund shares directly
after completing o r terminating a Destiny Plan. The
terms of the offering of the Destiny Plans are contained in the
Destiny Plans' prospectus. E ach fund will only offer its
shares to the g eneral public through the Destiny Plans.

The price to buy one share of Class N is the class's NAV. Class N
shares are sold without a sales charge.

Your shares will be bought at the next NAV calculated after your order
is received in proper form.

Each fund may stop offering shares completely or may offer shares only
on a limited basis, for a period of time or permanently.

KEY INFORMATION

WIRE TO OPEN AN ACCOUNT

(small solid bullet) Call
Fidelity at the appropriate
number found in "General
Information" to set up your
account and to arrange a
wire transaction.

TO ADD TO AN ACCOUNT

(small solid bullet) Call
Fidelity at the appropriate
number found in "General
Information" for instructions.

SELLING SHARES

The following discussion relates only to those investors who hold
shares of a fund directly.

The price to sell one share of Class N is the class's NAV.

Your shares will be sold at the next NAV calculated after your order
is received in proper form.

It is the responsibility of your investment professional to transmit
your order to sell shares to Fidelity before the close of business on
the day you place your order.

(small solid bullet) You wish to sell 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.

When you place an order to sell shares, note the following:

(small solid bullet) Redemption proceeds may be paid in securities or
other assets rather than in cash if the Board of Trustees determines
it is in the best interests of a fund.

(small solid bullet) You will not receive interest on amounts
represented by uncashed redemption checks.

(small solid bullet) Unless otherwise instructed, Fidelity will send a
check to the record address.

If you have certificates for your shares, you must submit them to
Fidelity when you sell your shares. Call Fidelity for specific
instructions. The funds currently do not issue share certificates.

KEY INFORMATION

AUTOMATICALLY (small solid bullet) Use
Fidelity Systematic Exchange
Program to exchange to Class
A or Class T of a Fidelity
Advisor fund.

(small solid bullet) Use
Fidelity Systematic
Withdrawal Program to set up
periodic redemptions from
your Class N account.

(small solid bullet) Exchange
to Class A or Class T of a
Fidelity Advisor fund. Call
your investment professional
or call Fidelity at the
appropriate number found in
"General Information."

TRUST

(small solid bullet) Send a
letter of instruction to
your investment professional
or to the address at left,
including the trust's name,
the fund's name, the
applicable class name, the
trust's fund account number,
and the dollar amount or
number of shares to be sold.
The trustee must sign the
letter of instruction
indicating capacity as
trustee. If the trustee's
name is not in the account
registration, provide a copy
of the trust document
certified within the last 60
days.

BUSINESS OR ORGANIZATION

(small solid bullet) Send a
letter of instruction to
your investment professional
or to the address at left,
including the firm's name,
the fund's name, the
applicable class name, the
firm's fund account number,
and the dollar amount or
number of shares to be sold.
At least one person
authorized by corporate
resolution to act on the
account must sign the letter
of instruction.

(small solid bullet) Include
a corporate resolution with
corporate seal or a
signature guarantee.

EXECUTOR, ADMINISTRATOR,
CONSERVATOR, GUARDIAN

(small solid bullet) Call
your investment professional
or call Fidelity at the
appropriate number fund in
"General Information" for
instructions.

IN PERSON INDIVIDUAL, JOINT TENANTS,
SOLE PROPRIETORSHIP, UGMA/UTMA

(small solid bullet) Bring a
letter of instruction to
your investment
professional. The letter of
instruction must be signed
by all persons required to
sign for transactions,
exactly as their names
appear on the account.

TRUST

(small solid bullet) Bring a
letter of instruction to
your investment
professional. The trustee
must sign the letter of
instruction indicating
capacity as trustee. If the
trustee's name is not in the
account registration,
provide a copy of the trust
document certified within
the last 60 days.

BUSINESS OR ORGANIZATION

(small solid bullet) Bring a
letter of instruction to
your investment
professional. At least one
person authorized by
corporate resolution to act
on the account must sign the
letter of instruction.

(small solid bullet) Include
a corporate resolution with
corporate seal or a
signature guarantee.

EXECUTOR, ADMINISTRATOR,
CONSERVATOR, GUARDIAN

(small solid bullet) Visit
your investment professional
for instructions.

EXCHANGING SHARES

An exchange involves the redemption of all or a portion of the shares
of one fund and the purchase of shares of another fund.

As a Class N shareholder, you have the privilege of exchanging
shares of a fund for Class A or Class T shares of the Fidelity Advisor
funds. The exchange privilege is available only to those investors
who hold shares of a fund directly.

However, you should note the following policies and restrictions
governing exchanges:

(small solid bullet) The fund or class you are exchanging into must be
available for sale in your state.

(small solid bullet) You may exchange only between accounts that are
registered in the same name, address, and taxpayer identification
number.

(small solid bullet) Before exchanging into a fund or class, read its
prospectus.

(small solid bullet) Exchanges may have tax consequences for you.

The funds may terminate or modify the exchange privilege in the
future.

Other funds may have different exchange restrictions, and may impose
trading fees of up to 1.00% of the amount exchanged. Check each
fund's prospectus for details.

ACCOUNT FEATURES AND POLICIES

FEATURES

The following shareholder services are applicable only to those
investors who hold shares of a fund directly.

<TABLE>
<CAPTION>
<S> <C> <C> <C>
FIDELITY SYSTEMATIC EXCHANGE
PROGRAM TO MOVE MONEY FROM
CLASS N TO CLASS A OR CLASS
T OF A FIDELITY ADVISOR FUND.

MINIMUM FREQUENCY PROCEDURES

</TABLE>

FIDELITY SYSTEMATIC
WITHDRAWAL PROGRAM TO SET UP
PERIODIC REDEMPTIONS FROM
YOUR CLASS N ACCOUNT TO YOU
OR TO YOUR BANK CHECKING
ACCOUNT.

MINIMUM MAXIMUM FREQUENCY PROCEDURES

$100 $50,000 Monthly, quarterly or (small solid bullet) Accounts
semi-annually with a value of $10,000 or
more in Class N shares are
eligible for this program.

(small solid bullet) To set
up, call your investment
professional or call
Fidelity at the appropriate
number found in "General
Information" for instructions.

OTHER FEATURES. The following other features are also available to buy
and sell shares of the funds.

WIRE

TO PURCHASE AND SELL SHARES VIA THE FEDERAL RESERVE WIRE
SYSTEM.

(small solid bullet) You must sign up for the Wire feature before
using it.

(small solid bullet) To sell shares by wire, you must designate the
U.S. commercial bank account(s) into which you wish the redemption
proceeds deposited.

POLICIES

The following policies apply to you as a shareholder.

STATEMENTS AND REPORTS that Fidelity sends to you include the
following:

(small solid bullet) Monthly or quarterly account statements
(detailing account balances and all transactions completed during the
prior month or quarter).

(small solid bullet) Financial reports (every six months).

Fidelity may charge a FEE FOR CERTAIN SERVICES, such as providing
historical account documents.

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

Each fund normally pays dividends and capital gain distributions in
December.

DISTRIBUTION OPTIONS

The following distribution options are applicable only to those
investors who hold shares of the funds directly.

When you open an account, specify how you want to receive your
distributions. The following options may be available for Class N's
distributions:

1. REINVESTMENT OPTION. Your dividends and capital gain distributions
will be automatically reinvested in additional Class N shares of the
fund. If you do not indicate a choice, you will be assigned this
option.

2. INCOME-EARNED OPTION. Your capital gain distributions will be
automatically reinvested in additional Class N shares of the fund.
Your dividends will be paid in cash.

3. CASH OPTION. Your dividends and capital gain distributions will be
paid in cash.

Not all distribution options are available for every account. If you
want to change your current option, contact your investment
professional directly or call Fidelity.

TAX CONSEQUENCES

TAXES ON DISTRIBUTIONS. Distributions you receive from each fund are
subject to federal income tax, and may also be subject to state or
local taxes.

Any taxable distributions you receive from a fund will normally be
taxable to you when you receive them, regardless of your distribution
option.

FUND SERVICES

FUND MANAGEMENT

Each fund is a mutual fund, an investment that pools shareholders'
money and invests it toward a specified goal.

FMR is each fund's manager.

As of March 25, 1999 , FMR had approximately $521.7
billion in discretionary assets under management.

As the manager, FMR is responsible for choosing each fund's
investments and handling its business affairs.

Affiliates assist FMR with foreign investments:

The basic fee is calculated by adding a group fee rate to an
individual fund fee rate, dividing by twelve, and multiplying the
result by a fund's average net assets throughout the month.

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 1999, the group fee rate was 0.2801 % for Destiny
I and the group fee rate was 0.2801 % for Destiny II. The
individual fund fee rate is 0.17% for Destiny I and 0.30% for Destiny
II.

The basic fee for Destiny I and Destiny II for the fiscal year
ended September 30, 1999 was 0.45% and 0.58%, respectively, of the
fund's average net assets.

The performance adjustment rate is calculated monthly by comparing
over the performance period Destiny I's and Destiny II's performance
to that of the S&P 500.

For Destiny I and Destiny II, the performance period is the most
recent 36-month period.

The performance adjustment rate is divided by twelve and multiplied by
the fund's average net assets throughout the month, and the resulting
dollar amount is then subtracted from the basic fee if Class O's
performance is worse than that of the S&P 500. The maximum annualized
performance adjustment rate is -0.24% of the fund's average net assets
up to and including $100,000,000 and -0.20% of the fund's average net
assets in excess of $100,000,000 over the performance period.

The total management fee for the fiscal year ended September 30, 1999,
was 0.29 % of the fund's average net assets for Destiny I and
0.45 % of the fund's average net assets for Destiny II.

FMR pays FMR U.K. and FMR Far East for providing assistance with
investment advisory services.

FUND DISTRIBUTION

Each fund is composed of multiple classes of shares. All classes of a
fund have a common investment objective and investment portfolio.

FD C distributes Class N's shares.

Class N of each fund has adopted a Distribution and Service Plan
pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under
the plan, Class N of each fund is authorized to pay FDC a monthly
12b-1 (distribution) fee as compensation for providing services
intended to result in the sale of Class N shares. Class N of each fund
may pay FDC a 12b-1 (distribution) fee at an annual rate of 0.50% of
its average net assets, or such lesser amount as the Trustees may
determine from time to time. Currently, the Board of Trustees has not
approved such payments. The Board of Trustees may approve 12b-1
(distribution) fee payments at an annual rate of up to 0.50% of Class
N's average net assets when the Trustees believe that it is in the
best interests of Class N shareholders to do so.

In addition, pursuant to each Class N plan, Class N of each fund pays
FDC a monthly 12b-1 (service) fee at an annual rate of 0.25% of Class
N's average net assets throughout the month for providing shareholder
support services.

FDC may reallow to intermediaries (such as banks, broker-dealers and
other service-providers) , including its affiliates, up to the
full amount of the Class N 12b-1 (service) fee for providing
shareholder support services.

Because 12b-1 fees are paid out of Class N's assets on an ongoing
basis, they will increase the cost of your investment and may cost you
more than paying other types of sales charges.

In addition, each Class N plan specifically recognizes that FMR may
make payments from its management fee revenue, past profits, or other
resources to FDC for expenses incurred in connection with providing
services intended to result in the sale of Class N shares and/or
shareholder support services, including payments made to
intermediaries that provide those services. Currently, the Board of
Trustees of each fund has authorized such payments for Class N.

To receive payments made pursuant to a Distribution and Service Plan,
intermediaries must sign the appropriate agreement with FDC in
advance.

FMR may allocate brokerage transactions in a manner that takes into
account the sale of shares of the Destiny Portfolios, provided that a
fund receives brokerage services and commission rates comparable to
those of other broker-dealers.

APPENDIX

FINANCIAL HIGHLIGHTS

The financial highlights tables are intended to help you understand
Class N's financial history for the period of the class's operations.
Certain information reflects financial results for a single class
share. The total returns in the tables represent the rate that an
investor would have earned (or lost) on an investment in the class
(assuming reinvestment of all dividends and distributions). This
information has been audited by Deloitte & Touche LLP ,
independent accountants, whose report s , along with each
fund' s financial highlights and financial statements, are
included in each fund' s annual report. A free
copy of the annual report is available upon request.

DESTINY I - CLASS N

Year ended September 30, 1999 E

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 27.76
period

Income from Investment
Operations

Net investment income D .08

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

Total from investment (1.31)
operations

Net asset value, end of period $ 26.45

TOTAL RETURN B, C (4.72)%

RATIOS AND SUPPLEMENTAL DATA

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

Ratio of expenses to average 1.18% A
net assets

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

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

Portfolio turnover 36%

A ANNUALIZED

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

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

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

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

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

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

DESTINY II - CLASS N

Year ended September 30, 1999 E

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 15.35
period

Income from Investment
Operations

Net investment income (loss)D .00

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

Total from investment (.63)
operations

Net asset value, end of period $ 14.72

TOTAL RETURN B, C (4.10)%

RATIOS AND SUPPLEMENTAL DATA

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

Ratio of expenses to average 1.35% A
net assets

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

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

Portfolio turnover 77%

A ANNUALIZED

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

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

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

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

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

[This Page Intentionally Left Blank]

You can obtain additional information about the funds. The funds' SAI
includes more detailed information about each fund and its
investments. The SAI is incorporated herein by reference (legally
forms a part of the prospectus). Each fund's annual report includes a
discussion of the fund's holdings and recent market conditions and the
fund's investment strategies that affected performance.

For a free copy of any of these documents or to request other
information or ask questions about a fund, call Fidelity at
1-888-622-3175 .

INVESTMENT COMPANY ACT OF 1940, FILE NUMBER, 811-1796

Fidelity, Fidelity Investments & (Pyramid) Design and Fidelity
Investments are registered trademarks of FMR Corp.

The third party marks appearing above are the marks of their
respective owners.

DESN-pro-1199

SPONSOR

FIDELITY DISTRIBUTORS CORPORATION
82 Devonshire Street
Boston, Massachusetts 02109

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 COMPANY, INC.
P.O. Box 770002
Cincinnati, OH 45277-0002
Nationwide: 1-800-433-0734

AUDITORS

PRICEWATERHOUSECOOPERS LLP
Boston, Massachusetts
I.DES N-PRO-1199
1.717178.101

(recycle logo) Printed on recycled paper

Undertaking to File Reports

Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, as amended, the undersigned registrant
undertakes to file with the Securities and Exchange Commission such
supplementary and periodic information, documents, and reports as may
be prescribed by any rule or regulation of the Commission heretofore
or hereafter duly adopted pursuant to authority conferred in that
section.

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. 68 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 this 22nd day of November, 1999.

FIDELITY DISTRIBUTORS CORPORATION

By /s/ Edward L. McCartney
Edward L. McCartney, President and Director

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) (Title) (Date)

/s/ Edward L. McCartney President and Director November 22, 1999
Edward L. McCartney

/s/ J. Gary Burkhead Director November 22, 1999
J. Gary Burkhead

/s/ Paul J. Gallagher Director November 22, 1999
Paul J. Gallagher

/s/ Kevin J. Kelly Director November 22, 1999
Kevin J. Kelly

/s/ Jane C. Greene Treasurer and Controller November 22, 1999
Jane C. Greene

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the inclusion in Post-Effective Amendment No. 68
to the Registration Statement on Form S-6 of Fidelity Systematic
Investment Plans: Destiny Plan I and Destiny Plan II of our report
dated November 12, 1998 on the financial statements and financial
highlights included in the Annual Report to Shareholders of Fidelity
Destiny Portfolios: Destiny I and Destiny II.

We further consent to the reference to our Firm under the heading
"Financial Highlights" in the Prospectuses.

/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
November 22, 1999

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 Amendment
No. 68 to Registration Statement No. 002-34100 on Form S-6 of our
report dated January 27, 1999, on our audit of the statement of
financial condition of Fidelity Distributors Corporation as of
December 31, 1998.

/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
November 22, 1999

CONSENT OF INDEPENDENT ACCOUNTANTS

To the Directors of Fidelity Distributors Corporation and Investors
under Fidelity Systematic Investment Plans: Destiny Plans I: O,
Destiny Plans I: N, Destiny Plans II: O and Destiny Plans II: N:

We hereby consent to the inclusion in this Post-Effective Amendment
No. 68 to Registration Statement No. 002-34100 on Form S-6 of our
reports dated November 12, 1999, on our audits of the financial
statements of Fidelity Systematic Investment Plans: Destiny Plans I:
O, Destiny Plans I: N, Destiny Plans II: O and Destiny Plans II: N.

/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
November 22, 1999

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Post-Effective
Amendment No. 68 to the Registration Statement No. 2-34100 on Form S-6
of Fidelity Systematic Investment Plans: Destiny Plans I and Destiny
Plans II, of our reports dated November 5, 1999 appearing in the
Annual Report to Shareholders of Fidelity Destiny Portfolios: Destiny
I and Destiny II for the year ended September 30, 1999.

We also consent to the references to us under the headings "Financial
Highlights" in the Prospectus and "Auditor" in the Statement of
Additional Information, which are a part of such Registration
Statement.

/s/Deloitte & Touche LLP
Deloitte & Touche LLP
Boston, Massachusetts
November 22, 1999

EXHIBITS

1.A. (1) Custodian Agreement, as amended and restated, dated as of
April 26, 1999, between Fidelity Distributors Corporation and
State Street Bank and Trust Company is incorpora ted herein by
reference to Exhibit A(1) of Post-Effective Amendment No. 67.

(2) None.

3) (a) Not applicable.

(b) Fidelity Systematic Investment Plans (Destiny) Selling
Dealer Agreement is incorporated herein by reference to
Exhibit A(3)(b) of Post-Effective Amendment No. 67.

(c) Schedule B to Fidelity Systematic Investment Plans
(Destiny) Selling Dealer Agreement is incorporated herein
by reference to Exhibit A(3)(b) of Post-Effective
Amendment No. 67.

(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) (a) The Undertaking required by Rule 27d-2(a)(2) is
electronically filed herein as Exhibit 1.A.(7)(a).

(b) The Consolidated Financial Statements of The Chubb
Corporation, for the fiscal year ended December 31, 1998,
are incorporated herein by reference to Form 10K filed
with the Securities and Exchange Commission on March 29,
1999 under Commission File No. 001-08661.

(8) (a) Franchise Agreement dated as of March 30, 1999, between
Fidelity Distributors Corporation and Fidelity Destiny
Portfolios, on behalf of Destiny I, is electronically
filed herein as Exhibit 1.A.(8)(a).

(b) Franchise Agreement dated as of March 30, 1999, between
Fidelity Distributors Corporation and Fidelity Destiny
Portfolios, on behalf of Destiny II, is electronically
filed herein as Exhibit 1.A.(8)(b).

(9) None.

(10) Not applicable.

1.B. (1) Not applicable.

(2) Audited Financial Statements, for the fiscal year ended
September 30, 1999, are filed herein as part of the
Prospectus.

1.C. Not applicable.

2. Not applicable.

3. Not applicable.

4. Not applicable.

Exhibit 1.A.(7)(a)

(CHUBB GROUP LOGO)
CHUBB GROUP OF INSURANCE COMPANIES
Surety Department, 15 Mountain View Road, P.O. Box 1615, Warren, NJ
07061-1615
Phone: (908) 903-3485 Facsimile: (908) 903-3666

FEDERAL INSURANCE COMPANY

November 23, 1999

Securities and Exchange Commission
Washington, DC 20549

To Whom It May Concern:

This letter will confirm that Federal Insurance Company has met the
requirements of Proviso (1) under Rule 27(d-2) of the Investment
Company Act of 1940 on a monthly basis throughout our fiscal year in
connection with the undertaking executed on behalf of Fidelity
Distributors Corporation.

Very truly yours,

FEDERAL INSURANCE COMPANY

/s/Gerardo G. Mauriz
Gerardo G. Mauriz
Vice President

GGM/dms

Exhibit 1.A.(8)(a)

FRANCHISE AGREEMENT
between
Fidelity Destiny Portfolios:
Destiny I
and
Fidelity Distributors Corporation

THIS AGREEMENT made this 30th day of March, 1999 between FIDELITY
DESTINY PORTFOLIOS, a Massachusetts business trust having its
principal office in Boston, Massachusetts which may issue one or more
series of beneficial interest (hereinafter called the "Issuer"), on
behalf of Destiny I, (hereinafter called the "Portfolio"), and
FIDELITY DISTRIBUTORS CORPORATION, a Massachusetts corporation, having
its principal office in Boston, Massachusetts (hereinafter called
"Distributors").

WITNESSETH:

WHEREAS Distributors has been formed for the purpose, among other
things, of sponsoring Periodic Payment Plan Certificates based upon
open-end investment company shares and other securities, and is able
and desirous of sponsoring Periodic Payment Plan Certificates based
upon the various classes of the Portfolio's shares as hereinafter
provided; and

WHEREAS Distributors desires to arrange for the acquisition of shares
of each class of the Portfolio for deposit and use under Systematic
Investment Plans (hereinafter sometimes collectively referred to as
the "Plans"), of which the STATE STREET BANK AND TRUST COMPANY will be
the Custodian; and

WHEREAS Distributors represents it is a member in good standing of
the National Association of Securities Dealers, Inc.; and

WHEREAS the Issuer is registered under the Investment Company Act of
1940, as amended (hereinafter called the "1940 Act"), shares of the
Portfolio are registered under the Securities Act of 1933, as amended,
(hereinafter called the "1933 Act") and the Issuer is willing to take
the necessary steps, subject to approval of its shareholders, to
continue to register Portfolio shares under the 1933 Act to the end
that there will be available for sale such number of Portfolio shares
as Distributors may reasonably be expected to sell.

NOW, THEREFORE in consideration of the sum of one dollar and other
good and valuable considerations by each of the parties hereto to the
other in hand paid, the receipt whereof is hereby acknowledged, and
the mutual covenants herein set forth, the parties hereto agree as
follows:

1. The Franchise Agreement, for Destiny I, previously in effect is
hereby terminated, effective as of the opening of business this date,
and relations between the Portfolio and Distributors thereafter will
be governed by the terms of this Agreement.

2. The Issuer agrees to sell upon demand at the net asset value,
determined as provided by the then current prospectus (as determined
by Fidelity Service Company, Inc., Boston, Massachusetts, as agent for
the Portfolio), which is without imposition of any sales charge, to
Distributors, or any bank or banks acting as Custodian for the Plans
sponsored and issued by Distributors, a sufficient number of Portfolio
shares to meet the requirements of all such Plans as are sold,
distributed and/or issued by Distributors.

3. The Issuer agrees that it will comply to the best of its ability
with the federal securities laws, and the Issuer agrees it will use
its best efforts to maintain enough shares of each class of the
Portfolio registered under the 1933 Act to permit the continued sale
of Portfolio shares. The Issuer further agrees to make readily
available to Distributors any data, information or material in its
possession that may be necessary to the registration or qualification
for the Plans for sale under the federal securities laws, or the laws
of any state.

4. The Issuer agrees to supply to Distributors or the bank or banks
acting as Custodian for the Plans issued by Distributors a sufficient
number of copies of any and all general mailings, together with the
necessary envelopes, including without limitation, proxy material,
proxies, annual, semi-annual and quarterly reports, notices and
prospectuses, sent from time to time to the holders of Portfolio
shares so as to provide a single copy, together with the necessary
envelope and postage, to each of Distributors' Planholders. The
Issuer agrees to furnish all the above mentioned material at no cost
to Distributors. Additional copies of any current prospectus and any
printed information issued as supplemental to such prospectus of the
Portfolio will be supplied by the Issuer at Distributors' expense in
sufficient quantities to accommodate Distributors in selling,
distributing and/or issuing the Plans. It is understood that
Distributors is an affiliate of Fidelity Management & Research Company
(hereinafter called "FMR"), investment adviser of the Portfolio and
that the Issuer's agreement to supply information and printed
materials described in this agreement may be fulfilled by FMR.
Distributors agrees that it will furnish the Issuer for its files two
copies of all material supplied to Planholders by Distributors. It is
recognized by the Issuer that FMR may make payment to Distributors
with respect to any expenses incurred in the distribution of shares of
the Portfolio, such payments payable from the past profits or other
resources of FMR including management fees paid to it by the Issuer.

5. The Issuer shall indemnify and hold harmless Distributors and each
person, if any, subjected to liability because of connection with
Distributors and their respective successors (all hereinafter in this
paragraph referred to as the "Defendants") against any liability,
claims, damage or expense (including, unless the Issuer elects to
assume the defense, the reasonable cost of investigating and defending
any alleged liability, claim, damage, or expense and reasonable
counsel fees in connection therewith), joint or several, arising by
reason of any person acquiring any Plans for Portfolio shares on the
ground that the registration statement or prospectus for shares of the
Portfolio includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary in
order to make statements therein not misleading, unless such statement
or omission occurred by reason of a variance in the prospectus
prepared by Distributors from the prospectus as contained in the
composition, etc., supplied by the Issuer or was made in reliance upon
information furnished by Distributors for use therein. In no case is
the indemnity of the Issuer in favor of Distributors or any person
indemnified to be deemed to protect Distributors or any such person
against any liability to the Issuer or its security holders to which
Distributors or any controlling person would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence in the
performance of its duties under this Agreement. Upon the commencement
of any suit against any Defendant in respect of which indemnity may be
sought as aforesaid, such Defendant shall promptly notify the Issuer,
but failure so to notify the Issuer shall not relieve the Issuer from
any liability the Issuer may have to the Defendants otherwise than on
account of said indemnity agreement.

6. Distributors shall indemnify and hold harmless the Issuer and each
person, if any, subjected to liability because of connection with the
Issuer and their respective successors (all hereinafter in this
paragraph referred to as the "Defendants") against any liability,
claims, damages, or expense (including, unless Distributors elects to
assume the defense, the reasonable cost of investigating and defending
any alleged liability, claim, damages or expense and reasonable
counsel fees in connection therewith), joint or several, arising by
reason of the sponsorship or distribution by Distributors of Plans
based upon the Portfolio shares unless such liability, claim, damages
or expense arise by reason of an untrue statement of a material fact
or omission to state a material fact required to be stated in the
prospectus or registration statement of the Portfolio, or necessary in
order to make the statements therein not misleading. In no case is
the indemnity of Distributors in favor of the Issuer or any person
indemnified to be deemed to protect the Issuer or any such person
would otherwise be subject by reason of willful misfeasance, bad faith
or gross negligence in the performance of its duties under this
Agreement. Upon the commencement of any suit against any Defendant in
respect of which indemnity may be sought as aforesaid, such Defendant
shall promptly notify Distributors but failure to notify Distributors
shall not relieve Distributors from any liability Distributors may
have to the Defendants otherwise than on account of said indemnity
agreement.

7. The Agreement on the part of the Issuer to sell Portfolio shares
upon demand, at net asset value set forth in paragraph 2 hereof, is
subject to the following limitations:

(a) That the Plans are maintained in good standing as unit investment
trusts under the federal securities laws, provided, however, that
Distributors reserves the right to change the terms or conditions of,
or suspend or discontinue, any Plans at any time after notification
thereof to the Issuer by letter or prepaid telegram; and

(b) That the membership of Distributors in the National Association of
Securities Dealers, Inc. and its registration as a broker-dealer under
the Securities Exchange Act of 1934, as amended, have not been
cancelled, revoked or suspended; and

(c) That Distributors is not in violation of any of the federal or
state laws and regulations relating to the registration and sale of
said Plans.

If Distributors shall, within thirty days after a default under any of
the provisions of this paragraph, cure such default to the reasonable
satisfaction of the Issuer, then the agreement of the Issuer to sell
at the net asset value Portfolio shares in accordance with paragraph 2
hereof shall remain unimpaired, anything in this paragraph 7 to the
contrary notwithstanding.

8. This Agreement shall have a term of two years from the effective
date of the registration of the Plans under the 1933 Act. Thereafter
this Agreement shall continue from year to year, unless either party
shall serve a notice upon the other by certified or registered mail,
return receipt requested, 120 days prior to the end of the year after
which termination is desired, canceling this Agreement, provided that
it shall be approved by the directors or shareholders of the Issuer as
required by Section 15 of the 1940 Act. Notwithstanding to the
termination of this Agreement, the Issuer agrees to sell sufficient
Portfolio shares to Distributors or any bank or banks acting as
Custodian for the Plans to permit completion of all Plans begun prior
to such termination. Distributors represents and agrees that it will
use its best efforts to sell Plans based upon Portfolio shares
throughout the term of this Agreement.

9. Distributors or any bank or banks acting as Custodian for the
Plans may from time to time substitute a new investment medium for the
Portfolio shares in accordance with the provisions of the Plan
certificate and prospectus in effect at the time.

10. All communications provided for hereunder shall be in writing and
shall be deemed to have been duly given if delivered or mailed by
first class mail prepaid (unless delivery by certified or registered
mail, return receipt requested, is provided for) to the respective
parties as follows:

Fidelity Destiny Portfolios: Destiny I Fidelity Distributors
Corporation
82 Devonshire Street 82 Devonshire Street
Boston, Massachusetts 02109 Boston, Massachusetts 02109

or to such other address as the Issuer or Distributors designates by
written notice to that effect to the other.

11. This Agreement contains the entire understanding between the
parties and any modification, alteration, change or subsequent
agreement hereafter made shall be ineffective to change, modify or
discharge this Agreement in whole or in part unless such modification,
alteration, change or subsequent agreement is in writing and signed by
the party against whom enforcement of the change, modification,
discharge or alteration is sought.

12. This Agreement shall be construed in accordance with the laws of
Massachusetts.

13. This Agreement shall be binding upon and enforceable by and shall
bind and inures to the benefit of the Issuer and Distributors and
their respective heirs, executors, administrators, successors and
assigns.

14. Distributors is expressly put on notice of the limitation of
shareholder liability as set forth in Article XI Section 3 of the
"Declaration of Trust" of the Issuer and agrees that the obligations
assumed by the Issuer under this contract shall be limited in all
cases to the Portfolio and its assets and Distributors shall not seek
satisfaction of any obligation from the shareholders or any
shareholder of the Issuer, or out of any assets of the Issuer other
than the assets of the Portfolio. Nor shall Distributors seek
satisfaction of any obligations from the trustees or any individual
trustee of the Issuer.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed, all as of the day and year first above written.

FIDELITY DESTINY PORTFOLIOS:
on behalf of Destiny I

By /s/Robert C. Pozen
Senior Vice President

WITNESS:

/s/Eric D. Roiter FIDELITY DISTRIBUTORS CORPORATION
Secretary
By /s/Martha B. Willis
President
ATTEST:

/s/Eric D. Roiter
Clerk

Exhibit 1.A.(8)(b)
FRANCHISE AGREEMENT
between
Fidelity Destiny Portfolios:
Destiny II
and
Fidelity Distributors Corporation

THIS AGREEMENT made this 30th day of March, 1999 between FIDELITY
DESTINY PORTFOLIOS, a Massachusetts business trust having its
principal office in Boston, Massachusetts which may issue one or more
series of beneficial interest (hereinafter called the "Issuer"), on
behalf of Destiny II, (hereinafter called the "Portfolio"), and
FIDELITY DISTRIBUTORS CORPORATION, a Massachusetts corporation, having
its principal office in Boston, Massachusetts (hereinafter called
"Distributors").

WITNESSETH:

WHEREAS Distributors represents it is a member in good standing of
the National Association of Securities Dealers, Inc.; and

1. The Franchise Agreement, for Destiny II, previously in effect is
hereby terminated, effective as of the opening of business this date,
and relations between the Portfolio and Distributors thereafter will
be governed by the terms of this Agreement.

7. The Agreement on the part of the Issuer to sell Portfolio shares
upon demand, at net asset value set forth in paragraph 2 hereof, is
subject to the following limitations:

(c) That Distributors is not in violation of any of the federal or
state laws and regulations relating to the registration and sale of
said Plans.

Fidelity Destiny Portfolios: Destiny II Fidelity Distributors
Corporation
82 Devonshire Street 82 Devonshire Street
Boston, Massachusetts 02109 Boston, Massachusetts 02109

or to such other address as the Issuer or Distributors designates by
written notice to that effect to the other.

12. This Agreement shall be construed in accordance with the laws of
Massachusetts.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed, all as of the day and year first above written.

FIDELITY DESTINY PORTFOLIOS:
on behalf of Destiny II

By /s/Robert C. Pozen
Senior Vice President

WITNESS:

/s/Eric D. Roiter FIDELITY DISTRIBUTORS CORPORATION
Secretary
By /s/Martha B. Willis
President
ATTEST:
/s/Eric D. Roiter
Clerk