N-30D 1 main.htm

Fidelity
Destiny
SM

Portfolios:
Destiny I - Class N
Destiny II - Class N

Semiannual Report

March 31, 2002

(destiny_graphic).

Semiannual Report

Contents

Annual Report

Performance

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How the funds have done over time.

Fund Talk

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The managers' review of the funds' performance, strategy and outlook.

Investment Changes

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A summary of major shifts in the funds' investments over the past six months.

Destiny I

Investments

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

Financial Statements

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Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Destiny II

Investments

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

Financial Statements

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Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

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Notes to the financial statements.

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

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

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

(Recycle graphic)   This report is printed on recycled paper using soy-based inks.

This report and the financial statements contained herein are submitted for the general information of the shareholders of the funds. This report is not authorized for distribution to prospective investors in the funds unless preceded or accompanied by an effective prospectus.

Mutual fund shares are not deposits or obligations of, or guaranteed by, any bank or depository institution. Shares are not insured by the FDIC, Federal Reserve Board or any other agency, and are subject to investment risks, including possible loss of principal amount invested.

Neither the funds nor Fidelity Distributors Corporation is a bank.

The views expressed in this report reflect those of each fund's portfolio manager only through the end of the period of the report as stated on the cover and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Semiannual Report

Fidelity Destiny Portfolios: Destiny I: Class N

Performance: The Bottom Line

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in DestinySM I: Class N on March 31, 1992. As the chart shows, by March 31, 2002, the value of the investment would have grown to $25,379 - a 153.79% increase on the initial investment. For comparison, look at how the S&P 500 ® did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $34,731 - a 247.31% increase.

Cumulative Total Returns

Periods ended
March 31, 2002

Past 6
months

Past 1
year

Past 5
years

Past 10
years

Destiny I: CL N

11.32%

-4.00%

9.55%

153.79%

S&P 500

10.99%

0.24%

62.35%

247.31%

LipperSM Growth
Funds Average

12.29%

-2.38%

53.64%

198.21%

Average Annual Total Returns

Periods ended
March 31, 2002

Past 1
year

Past 5
years

Past 10
years

Destiny I: CL N

-4.00%

1.84%

9.76%

$50/month 15-Year Plan

-52.00%

-0.28%

9.20%

S&P 500

0.24%

10.18%

13.26%

Lipper Growth
Funds Average

-2.38%

8.51%

11.06%

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

The charts above show Destiny I: Class N total returns, which include changes in share price and reinvestment of dividends and capital gains. The fund's cumulative total returns and average annual total returns do not include the effects of the separate sales charges assessed through Destiny Plans I: N (the Plans); the figures provided for a "$50/month 15-year plan" illustrate the fund's performance adjusted to reflect fees and sales charges assessed by the Plans. The illustrations assume an initial investment at the beginning of each period shown. Because the illustrations assume yearly lump sum investments, they do not reflect what investors would have earned had they made regular monthly investments over the period. As shares of the funds may be acquired only through the Plans, investors should consult the Plans' prospectus for more complete information on the impact of the separate charges and fees applicable to each Plan. The rate (%) of deductions decreases as Plan sizes increase. Figures for the S&P 500, a market capitalization-weighted index of common stocks, include reinvestment of dividends. To measure how the funds' performance stacked up against its peers, you can compare it to the growth funds average, which reflects the performance of mutual funds with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 2,084 mutual funds. These benchmarks include reinvested dividends and capital gains, if any, and exclude the effect of sales charges. Lipper has created new comparison categories that group funds according to portfolio characteristics and capitalization, as well as by capitalization only. These averages are listed below. (dagger)

All performance numbers are historical; the fund's share price and return will vary and you may have a gain or loss when you sell your shares. (Note: Lipper calculates average annual total returns by annualizing each fund's total return, then taking an arithmetic average. This may produce a different figure than that obtained by averaging the cumulative total returns and annualizing the result.)

(dagger)The LipperSM large cap core funds average reflects the performance (excluding sales charges) of mutual funds with similar portfolio characteristics and capitalization. The Lipper large cap supergroup average reflects the performance (excluding sales charges) of mutual funds with similar capitalization. As of March 31, 2002, the six month, one year, five year, and 10 year cumulative total returns for the large cap core funds average were 10.30%, -1.87%, 47.97%, and 189.44%, respectively; and the one year, five year, and 10 year average annual total returns were -1.87%, 7.99%, and 10.97%, respectively. The six months, one year, five year, and 10 year cumulative total returns for the large cap supergroup average were 10.60%, -2.99%, 49.25%, and 188.41%, respectively; and the one year, five year, and 10 year average annual total returns were -2.99%, 8.09%, and 10.91%, respectively.

Semiannual Report

Fidelity Destiny Portfolios: Destiny II: Class N

Performance: The Bottom Line

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Destiny II: Class N on March 31, 1992. As the chart shows, by March 31, 2002, the value of the investment would have grown to $35,443 - a 254.43% increase on the initial investment. For comparison, look at how the S&P 500 did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $34,731 - a 247.31% increase.

Cumulative Total Returns

Periods ended
March 31, 2002

Past 6
months

Past 1
year

Past 5
years

Past 10
years

Destiny II: CL N

8.03%

0.37%

54.64%

254.43%

S&P 500

10.99%

0.24%

62.35%

247.31%

Lipper Growth
Funds Average

12.29%

-2.38%

53.64%

198.21%

Average Annual Total Returns

Periods ended
March 31, 2002

Past 1
year

Past 5
years

Past 10
years

Destiny II: CL N

0.37%

9.11%

13.49%

$50/month 15-Year Plan

-49.82%

6.83%

12.91%

S&P 500

0.24%

10.18%

13.26%

Lipper Growth
Funds Average

-2.38%

8.51%

11.06%

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

The charts above show Destiny II: Class N total returns, which include changes in share price and reinvestment of dividends and capital gains. The fund's cumulative total returns and average annual total returns do not include the effects of the separate sales charges assessed through Destiny Plans II: N (the Plans); the figures provided for a "$50/month 15-year plan" illustrate the fund's performance adjusted to reflect fees and sales charges assessed by the Plans. The illustrations assume an initial investment at the beginning of each period shown. Because the illustrations assume yearly lump sum investments, they do not reflect what investors would have earned had they made regular monthly investments over the period. As shares of the funds may be acquired only through the Plans, investors should consult the Plans' prospectus for more complete information on the impact of the separate charges and fees applicable to each Plan. The rate (%) of deductions decreases as Plan sizes increase. Figures for the S&P 500, a market capitalization-weighted index of common stocks, include reinvestment of dividends. To measure how the funds' performance stacked up against its peers, you can compare it to the growth funds average, which reflects the performance of mutual funds with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 2,084 mutual funds. These benchmarks include reinvested dividends and capital gains, if any, and exclude the effect of sales charges. Lipper has created new comparison categories that group funds according to portfolio characteristics and capitalization, as well as by capitalization only. These averages are listed below. (dagger)

All performance numbers are historical; the fund's share price and return will vary and you may have a gain or loss when you sell your shares. (Note: Lipper calculates average annual total returns by annualizing each fund's total return, then taking an arithmetic average. This may produce a different figure than that obtained by averaging the cumulative total returns and annualizing the result.)

(dagger)The Lipper large cap core funds average reflects the performance (excluding sales charges) of mutual funds with similar portfolio characteristics and capitalization. The Lipper large cap supergroup average reflects the performance (excluding sales charges) of mutual funds with similar capitalization. As of March 31, 2002, the six months, one year, five year, and 10 year cumulative total returns for the large cap core funds average were 10.30%, -1.87%, 47.97%, and 189.44%, respectively; and the one year, five year, and 10 year average annual total returns were -1.87%, 7.99%, and 10.97%, respectively. The six months, one year, five year, and 10 year cumulative total returns for the large cap supergroup average were 10.60%, -2.99%, 49.25%, and 188.41%, respectively; and the one year, five year, and 10 year average annual total returns were -2.99%, 8.09%, and 10.91%, respectively.

Semiannual Report

Fidelity Destiny Portfolios: Destiny I

Fund Talk: The Manager's Overview

Market Recap

The equity markets faced an onslaught of disruptive events during the six-month period that ended March 31, 2002, so much so that many market pundits expected the indexes to continue unraveling after the September 11 terrorist attacks sent stocks plummeting across the board. Additionally, fears of future terrorist attacks or additional anthrax incidents were at a feverish pitch, causing both American consumers and corporations to curtail spending. The war in Afghanistan began, fueling greater market uncertainty. A well-respected economic research center said the U.S. had been in a recession for several months, raising more concerns about corporate profitability, as did rising energy prices. Further, some of the nation's largest companies, such as Enron and Kmart, went bankrupt. Enron's sudden collapse fueled an intensified search by the Securities and Exchange Commission for other companies with suspect accounting. Despite the magnitude of these issues, investors by and large looked beyond them, with many opportunistically choosing instead to scoop up stocks at bargain prices. As the period progressed, a number of positive factors also emerged that boosted sentiment for stocks. Consumer spending in several industries, such as automotive and select retail outlets, came back stronger than expected. The Federal Reserve Board reduced key interest rates on three different occasions, bringing them down to their lowest levels in decades. At the same time, inflation remained low by historical standards. Additionally, monthly economic data began to show that the sluggish economy had stabilized, making investors increasingly optimistic about a turnaround. As such, the major equity indexes finished the period higher. The blue chips' Dow Jones Industrial AverageSM returned 18.64%, while the tech-heavy NASDAQ Composite® Index and the large-cap Standard & Poor's 500SM Index rose 23.32% and 10.99%, respectively.

(Portfolio Manager photograph)
An interview with Karen Firestone, Portfolio Manager of Destiny I

Q. How did the fund perform, Karen?

A. For the six months that ended March 31, 2002, the fund's Class N shares returned 11.32%. In comparison, the Standard & Poor's 500 Index gained 10.99% and the growth funds average tracked by Lipper Inc. advanced 12.29%. For the one-year period that ended March 31, 2002, the fund's Class N shares returned -4.00%, while the S&P 500 index and Lipper average returned 0.24% and -2.38%, respectively.

Q. Why did the fund beat its benchmark, but slightly trail its peer average during the past six months?

A. The fund's emphasis on growth stocks bolstered returns, as the prospects for economic recovery strengthened in the wake of September 11. I became more aggressive early in the period, emphasizing quality companies whose stocks looked unfairly beaten down as a result of the attacks. I focused mostly on the technology, industrial and consumer discretionary sectors, which snapped back strongly during the fourth quarter of 2001 in anticipation of an improving economy. While this aggressive posture, coupled with strong stock picking, contributed to our success relative to the index, it couldn't help us overcome our average peer, which tended to be even more offensively positioned than we were. Fund performance, however, benefited from maintaining scant exposure to such lagging areas of the market as telecommunication services, where industry fundamentals remained challenging. At the same time, we were rewarded for completely avoiding a handful of companies with overly complex accounting structures - most notably Tyco International and Enron, which we exited early - that suffered from growing concerns about the dependability of reported earnings.

Q. Could you expand a bit on your cyclical strategy?

A. Sure. Within technology, I focused mainly on large-cap companies poised to benefit from a revival in business spending and a new personal computer cycle. Core holdings included blue chips Microsoft, Intel and IBM, which performed nicely overall during the period. I also held several smaller-sized semiconductor-related stocks such as Marvell Technology, which produced exceptionally strong gains. During tech's rally, however, some of the more volatile stocks began to look expensive and, thus, vulnerable to the still-present downside risk in the sector. So, I scaled back some of our positions to take profits late in 2001. This decision proved wise, as the market rotated away from tech stocks - along with most growth sectors - during the first quarter of this year. In hindsight, I wish I had trimmed even more. Other cyclical plays that paid off for us included industrial stocks, such as TRW and Textron, and such media holdings as Tribune Co., which rebounded on improved advertising revenues. We also played defense fairly well. Adding to positions in attractively priced consumer staples stocks, including Philip Morris, helped during the first quarter as uncertainty about the economy's recovery re-emerged.

Semiannual Report

Fidelity Destiny Portfolios: Destiny I

Fund Talk: The Manager's Overview - continued

Q. What moves restrained performance?

A. The fund was hurt most by my positioning in health care. I felt that owning large-cap drug stocks, which generally are very defensive and historically have tended to produce strong relative earnings in difficult economic times, would be an appropriate strategy. As it turns out, I was wrong. The tone of the entire industry turned negative due to patent expirations, slower product approvals and manufacturing problems. Owning large stakes in some of these companies, including Bristol-Myers Squibb and Merck, detracted from fund results. I scaled back on the fund's drug weighting during the period as I became more cautious about the growth outlook for a group that had very little earnings momentum, was not considered a cyclical play on an economic recovery and faced increased competition from generic drugs. The tone was even more negative in the biotech space, where several smaller holdings such as Protein Design Labs were dragged down with the weakness in the NASDAQ, as the market embraced companies with better near-term earnings prospects.

Q. What's your outlook?

A. I still feel it's best not to place bets on the economy. While I believe a recovery is underway, its continued pace and magnitude remain uncertain. That said, I'd rather focus my energy on trying to pick names that I feel can outperform the market and show good earnings results over the next 12 months regardless of how the economy fares. Due to reduced earnings visibility, I'll continue to take profits in stocks that hit my price targets within some of the more volatile groups, while maintaining a healthy defensive component in the fund.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page <Click Here>.

Fund Facts

Goal: seeks capital growth

Start date: July 10, 1970

Size: as of March 31, 2002, more than $3.9 billion

Manager: Karen Firestone, since 2000; manager, Fidelity Advisor Large Cap Stock Fund and Fidelity Large Cap Stock Fund, since 1998; several Fidelity Select Portfolios, 1986-1997; joined Fidelity in 1983

3

Karen Firestone on issues within the market:

"It's been a challenge finding growth in today's market, but we have found some attractive opportunities recently. During the period, solid research led me to several companies that presented interesting growth stories before their prospects had been fully reflected in their stock prices. Examples ranged from defense stocks such as TRW, which I bought prior to the buyout offer made by Northrop Grumman; to media stocks, including Grupo Televisa, based on its dominance in Mexico's television broadcasting market; to the consumer product portfolios of Fortune Brands and Alberto-Culver, which were growing nicely at the end of the period. These companies are all, in some way, special situations. I'm not looking for industries where everything is going to be perfect. I'm going for outperformance in companies I feel have improving fundamentals. With the economy growing unevenly, it's even more important that I try to consistently identify those companies likely to produce better earnings growth than the overall market.

"I have always had a problem with fuzzy accounting, or accounting too complex for me to understand. Simply put, if I can't figure out a company's financials or what is driving the business, then I don't want to own its stock.

"One area where I feel quite fortunate is in the ability to buy smaller-sized stocks for the fund - those with market capitalizations as low as $2 billion-$3 billion. While it is unlikely that any of these names will ever represent a sizable weighting in the fund, it may be advantageous for me to own a number of smaller positions at any given time if the risk/reward is favorable. Right now, for instance, I have several stocks that fall squarely in the mid-cap range, or $2 billion-$10 billion, and which were central to much of the fund's outperformance during the past six months. I plan to continue to look for similar-type companies that are slightly underfollowed and underappreciated by Wall Street. It's in this kind of challenging economic environment where we could potentially find smaller companies growing very quickly and gaining market share, and not at the mercy of the entire economic system for their well-being."

Semiannual Report

Fidelity Destiny Portfolios: Destiny II

Fund Talk: The Manager's Overview

Market Recap

The equity markets faced an onslaught of disruptive events during the six-month period that ended March 31, 2002, so much so that many market pundits expected the indexes to continue unraveling after the September 11 terrorist attacks sent stocks plummeting across the board. Additionally, fears of future terrorist attacks or additional anthrax incidents were at a feverish pitch, causing both American consumers and corporations to curtail spending. The war in Afghanistan began, fueling greater market uncertainty. A well-respected economic research center said the U.S. had been in a recession for several months, raising more concerns about corporate profitability, as did rising energy prices. Further, some of the nation's largest companies, such as Enron and Kmart, went bankrupt. Enron's sudden collapse fueled an intensified search by the Securities and Exchange Commission for other companies with suspect accounting. Despite the magnitude of these issues, investors by and large looked beyond them, with many opportunistically choosing instead to scoop up stocks at bargain prices. As the period progressed, a number of positive factors also emerged that boosted sentiment for stocks. Consumer spending in several industries, such as automotive and select retail outlets, came back stronger than expected. The Federal Reserve Board reduced key interest rates on three different occasions, bringing them down to their lowest levels in decades. At the same time, inflation remained low by historical standards. Additionally, monthly economic data began to show that the sluggish economy had stabilized, making investors increasingly optimistic about a turnaround. As such, the major equity indexes finished the period higher. The blue chips' Dow Jones Industrial AverageSM returned 18.64%, while the tech-heavy NASDAQ Composite® Index and the large-cap Standard & Poor's 500SM Index rose 23.32% and 10.99%, respectively.

(Portfolio Manager photograph)
An interview with Adam Hetnarski, Portfolio Manager of Destiny II

Q. How did the fund perform, Adam?

A. For the six months ending March 31, 2002, the fund's Class N shares had a total return of 8.03%, while the Standard & Poor's 500 Index finished with a 10.99% mark. The growth funds average tracked by Lipper Inc. did better still, with a return of 12.29%. For the 12 months ending March 31, 2002, the fund returned 0.37%, compared with 0.24% and -2.38% for the S&P 500 and Lipper average, respectively.

Q. Why did the fund underperform the S&P 500 and its Lipper peer group during the six-month period?

A. I was cautious about the markets and positioned the fund defensively, with a big underweighting in the semiconductor segment of technology and a significant underweighting in financials, both of which hurt our performance compared with the S&P 500 and our peer group. Technology had a good run in the fourth quarter of 2001, as investors aggressively bought growth stocks based on optimistic expectations about the economy as a result of the Federal Reserve Board's aggressive cuts in interest rates. However, I saw little indication of an imminent rebound in corporate information technology spending and felt that many tech stocks became overvalued. Additionally, the fund's overweighting in consumer staples, a defensive sector known for its stable earnings growth, was a drawback in the fourth quarter.

Q. Can you provide more details about your reasons for the fund's positioning in financials and technology?

A. I underweighted financials for two reasons. First, I felt that financial stocks would not have the tailwind of Fed rate cuts at their backs for much longer. Second, I thought a fresh wave of credit problems might hamper bank stocks before the economy makes a genuine recovery. In technology, I was mindful of the fact that semiconductors tend to be very cyclical and, with my cautious view about the near-term prospects for the economy, I preferred not to have much exposure there, especially after the tech sector's strong fourth-quarter performance raised valuations. Additionally, I expected a new personal computer cycle to begin soon but preferred to play it from the software side, with a heavy emphasis on Microsoft, which I thought was cheap compared with the shares of most PC manufacturers.

Semiannual Report

Fidelity Destiny Portfolios: Destiny II

Fund Talk: The Manager's Overview - continued

Q. What stocks contributed most to the fund's performance?

A. Microsoft, the fund's largest holding, also was its top contributor. In addition to being reasonably priced, the stock was aided by strong earnings growth, a solid balance sheet and new cycles for the company's Windows and Office software, as well as favorable expectations surrounding the introduction of its Xbox video game console. A second positive contributor, disk drive manufacturer Western Digital, benefited from growing demand for disk drives in the video game console industry. The other two stocks worthy of mention both were in the consumer staples sector and top-10 holdings - beverage maker Coca-Cola and cigarette manufacturer Philip Morris. These stocks were helped by their history of reliable earnings growth, while Philip Morris also responded positively to improving prospects for the favorable resolution of some smoking-related lawsuits.

Q. What stocks detracted from performance?

A. Software holding Computer Associates fell sharply on news that the company was being investigated by the FBI for stock manipulation. Further damage came from scaled-back revenue growth projections. Pharmaceutical stock Bristol-Myers Squibb fell to a four-year low after disappointing research findings on Vanlev, a heart failure medication that appeared to be one of the most promising drugs in the company's pipeline. Two telecommunications detractors, Qwest and AT&T, represented my attempts to buy stocks at good valuations that also had attractive growth prospects. However, a Securities and Exchange Commission investigation into alleged accounting irregularities hampered Qwest, which I sold along with Computer Associates.

Q. What's your outlook, Adam?

A. The Fed's aggressive rate cuts last year could stimulate some kind of economic recovery later in 2002. However, it's also possible that unemployment will creep up again and we'll get a "double dip" in this recession, as we have a number of times in the past. At the moment, I am inclined to favor the double-dip scenario. However, I plan to remain flexible, and if the data begin to show a more favorable pattern than I expect, I will move the fund to a less defensive stance.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page <Click Here>.

Fund Facts

Goal: seeks capital growth

Start date: December 30, 1985

Size: as of March 31, 2002, more than $4.9 billion

Manager: Adam Hetnarski, since 2000; manager, Fidelity Contrafund II, since 2000; Fidelity Export and Multinational Fund, 1998-2000; Fidelity Select Technology Portfolio and Fidelity Advisor Technology Fund, 1996-1998; analyst, networking and electronics industries, 1994-1996; joined Fidelity in 1991

3

Adam Hetnarski on looking for growth in consumer-driven stocks:

"In my search for growth at a reasonable price, I've begun to take a closer look at the aging baby boomers, a huge demographic group born between 1946 and 1964. The boomers have been the source of a number of important economic trends, including the massive wave of late-1990s stock speculation that drove share prices to previously unheard-of heights. The oldest people in this group, now in their mid-50s, generally have a propensity to spend lavishly on recreational vehicles, boats and other big-ticket leisure items. During the period, I added several stocks to the fund that I thought could benefit from this trend. On the other hand, aging baby boomers are not big spenders on clothing, so I think retail clothing companies that target mature adults could have a difficult time of it in the near future.

"It's worth noting that the retail sector was one area that did well during the period, as investors sought shelter in stocks that might benefit from healthy consumer spending. Lower interest rates made it easier for people to refinance their homes, free up cash and continue spending even as corporate capital spending virtually dropped off the map. Going forward, however, I think there may be little room for consumer spending to accelerate and lift us out of this recession, as has happened in a number of prior recessions. Consumer debt remains high and personal bankruptcies continue to increase, whereas normally by this point in the cycle consumers have significantly reined in their spending and pared down debt. I conclude, then, that market sectors that depend on consumer spending but do not have a specific catalyst - such as an infusion of baby boomer capital - could be disappointing for the foreseeable future and I've avoided them as a result."

Semiannual Report

Investment Changes

Top Ten Equity Holdings - Destiny I

as of March 31, 2002

as of September 30, 2001

Microsoft Corp.

Microsoft Corp.

Philip Morris Companies, Inc.

Pfizer, Inc.

General Electric Co.

General Electric Co.

Pfizer, Inc.

Philip Morris Companies, Inc.

Wal-Mart Stores, Inc.

Exxon Mobil Corp.

Intel Corp.

Bristol-Myers Squibb Co.

Exxon Mobil Corp.

Wal-Mart Stores, Inc.

International Business Machines Corp.

AOL Time Warner, Inc.

The Coca-Cola Co.

Fannie Mae

Citigroup, Inc.

Merck & Co., Inc.

Top Ten Equity Holdings - Destiny II

as of March 31, 2002

as of September 30, 2001

Microsoft Corp.

Microsoft Corp.

The Coca-Cola Co.

Bristol-Myers Squibb Co.

Philip Morris Companies, Inc.

Pfizer, Inc.

BellSouth Corp.

Philip Morris Companies, Inc.

Pfizer, Inc.

The Coca-Cola Co.

Lockheed Martin Corp.

AT&T Corp.

ChevronTexaco Corp.

BellSouth Corp.

PepsiCo, Inc.

Cardinal Health, Inc.

American International Group, Inc.

SBC Communications, Inc.

Exxon Mobil Corp.

Johnson & Johnson

Top Five Market Sectors - Destiny I

as of March 31, 2002

% of fund's net assets

as of September 30, 2001

% of fund's net assets

Information Technology

21.1%

Health Care

19.6%

Consumer Discretionary

15.8%

Information Technology

16.3%

Health Care

14.3%

Financials

14.0%

Financials

11.7%

Consumer Discretionary

13.1%

Industrials

11.1%

Consumer Staples

10.5%

Top Five Market Sectors - Destiny II

as of March 31, 2002

% of fund's net assets

as of September 30, 2001

% of fund's net assets

Consumer Staples

17.5%

Health Care

22.7%

Information Technology

14.0%

Information Technology

17.0%

Health Care

13.9%

Consumer Staples

10.8%

Industrials

9.6%

Telecommunication Services

9.5%

Consumer Discretionary

9.6%

Financials

9.2%

Semiannual Report

Fidelity Destiny Portfolios: Destiny I

Investments March 31, 2002 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 94.7%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 15.8%

Auto Components - 1.1%

Michelin SA (Compagnie Generale des Etablissements) Series B

553,300

$ 20,970,939

TRW, Inc.

423,800

21,812,986

42,783,925

Hotels, Restaurants & Leisure - 1.1%

McDonald's Corp.

1,173,100

32,553,525

Starwood Hotels & Resorts Worldwide, Inc. unit

311,000

11,696,710

44,250,235

Household Durables - 0.9%

Fortune Brands, Inc.

242,900

11,991,973

Sony Corp. sponsored ADR

454,900

23,518,330

35,510,303

Leisure Equipment & Products - 0.5%

Mattel, Inc.

892,400

18,597,616

Media - 6.0%

Adelphia Communications Corp. Class A

957,100

14,260,790

AOL Time Warner, Inc. (a)

1,250,700

29,579,055

Belo Corp. Series A

572,000

13,299,000

British Sky Broadcasting Group PLC (BSkyB) sponsored ADR (a)

113,800

8,250,500

Comcast Corp. Class A (special) (a)

498,600

15,855,480

Grupo Televisa SA de CV sponsored ADR (a)

589,500

28,596,645

RTL Group

288,215

11,214,835

Television Francaise 1 SA

400,100

12,419,916

Tribune Co.

789,820

35,905,217

Viacom, Inc. Class B (non-vtg.) (a)

886,465

42,878,312

Vivendi Universal SA sponsored ADR

326,080

12,554,080

Walt Disney Co.

617,990

14,263,209

239,077,039

Multiline Retail - 3.6%

Big Lots, Inc.

1,012,900

14,231,245

Costco Wholesale Corp. (a)

425,700

16,951,374

Wal-Mart Stores, Inc.

1,811,500

111,026,835

142,209,454

Specialty Retail - 2.2%

Best Buy Co., Inc. (a)

275,333

21,806,374

Lowe's Companies, Inc.

1,240,850

53,964,567

Staples, Inc. (a)

531,400

10,612,058

86,382,999

Textiles & Apparel - 0.4%

The Swatch Group AG (Reg.)

680,393

14,683,143

TOTAL CONSUMER DISCRETIONARY

623,494,714

Shares

Value (Note 1)

CONSUMER STAPLES - 10.6%

Beverages - 3.9%

Anheuser-Busch Companies, Inc.

536,000

$ 27,979,200

PepsiCo, Inc.

1,059,100

54,543,650

The Coca-Cola Co.

1,313,700

68,653,962

151,176,812

Food Products - 0.9%

Dean Foods Co. (a)

141,500

10,714,380

Kellogg Co.

547,000

18,362,790

McCormick & Co., Inc. (non-vtg.)

138,200

7,066,166

36,143,336

Household Products - 0.8%

Procter & Gamble Co.

350,000

31,531,500

Personal Products - 1.6%

Alberto-Culver Co. Class B

452,810

24,451,740

Gillette Co.

1,164,900

39,618,249

64,069,989

Tobacco - 3.4%

Philip Morris Companies, Inc.

2,549,370

134,275,318

TOTAL CONSUMER STAPLES

417,196,955

ENERGY - 5.8%

Energy Equipment & Services - 0.8%

Schlumberger Ltd. (NY Shares)

551,000

32,409,820

Oil & Gas - 5.0%

Amerada Hess Corp.

188,900

14,991,104

BP PLC sponsored ADR

309,900

16,455,690

ChevronTexaco Corp.

323,100

29,166,237

Conoco, Inc.

1,343,300

39,197,494

Exxon Mobil Corp.

1,691,100

74,120,913

Phillips Petroleum Co.

381,270

23,943,756

197,875,194

TOTAL ENERGY

230,285,014

FINANCIALS - 11.7%

Banks - 3.5%

Bank of America Corp.

549,900

37,404,198

Bank One Corp.

686,900

28,698,682

FleetBoston Financial Corp.

593,769

20,781,915

Mercantile Bankshares Corp.

123,076

5,324,268

Wachovia Corp.

541,747

20,087,979

Wells Fargo & Co.

557,900

27,560,260

139,857,302

Diversified Financials - 6.7%

American Express Co.

985,800

40,378,368

Charles Schwab Corp.

1,309,900

17,146,591

Citigroup, Inc.

1,377,466

68,212,116

Credit Saison Co. Ltd.

466,100

9,715,542

Fannie Mae

579,900

46,322,412

Freddie Mac

194,900

12,350,813

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - continued

Diversified Financials - continued

JAFCO Co. Ltd.

103,600

$ 7,653,826

Merrill Lynch & Co., Inc.

543,300

30,087,954

Morgan Stanley Dean Witter & Co.

553,900

31,744,009

263,611,631

Insurance - 1.5%

American International Group, Inc.

828,264

59,750,965

TOTAL FINANCIALS

463,219,898

HEALTH CARE - 14.3%

Biotechnology - 2.8%

Alkermes, Inc. (a)

536,900

13,991,614

Amgen, Inc. (a)

401,500

23,961,520

Cell Therapeutics, Inc. (a)

540,300

13,415,649

Cephalon, Inc. (a)

121,600

7,660,800

Geneprot, Inc. (c)

262,000

2,882,000

Human Genome Sciences, Inc. (a)

262,200

5,713,338

Ilex Oncology, Inc. (a)

679,000

11,719,540

Millennium Pharmaceuticals, Inc. (a)

600,397

13,394,857

Myriad Genetics, Inc. (a)

165,400

5,542,554

Protein Design Labs, Inc. (a)

604,300

10,351,659

108,633,531

Health Care Equipment & Supplies - 2.5%

Boston Scientific Corp. (a)

1,002,900

25,162,761

Guidant Corp. (a)

188,600

8,170,152

Medtronic, Inc.

803,500

36,326,235

Stryker Corp.

508,700

30,689,871

100,349,019

Health Care Providers & Services - 0.5%

Trigon Healthcare, Inc. (a)

272,800

20,138,096

Pharmaceuticals - 8.5%

Abbott Laboratories

760,700

40,012,820

Allergan, Inc.

501,600

32,428,440

Bristol-Myers Squibb Co.

627,560

25,409,904

Forest Laboratories, Inc. (a)

228,500

18,668,450

Johnson & Johnson

519,600

33,748,020

Merck & Co., Inc.

474,510

27,322,286

Mylan Laboratories, Inc.

484,200

14,264,532

NPS Pharmaceuticals, Inc. (a)

289,000

9,430,070

Pfizer, Inc.

2,914,125

115,807,328

Schering-Plough Corp.

324,500

10,156,850

Watson Pharmaceuticals, Inc. (a)

227,700

6,168,393

333,417,093

TOTAL HEALTH CARE

562,537,739

INDUSTRIALS - 11.1%

Aerospace & Defense - 1.7%

Boeing Co.

486,400

23,468,800

Shares

Value (Note 1)

Lockheed Martin Corp.

428,400

$ 24,667,272

Northrop Grumman Corp.

154,800

17,500,140

65,636,212

Airlines - 0.6%

AMR Corp. (a)

484,200

12,787,722

Southwest Airlines Co.

645,700

12,494,295

25,282,017

Building Products - 0.6%

American Standard Companies, Inc. (a)

322,700

22,831,025

Commercial Services & Supplies - 0.5%

Paychex, Inc.

407,200

16,165,840

Robert Half International, Inc. (a)

61,900

1,827,288

17,993,128

Construction & Engineering - 0.3%

Fluor Corp.

252,500

10,299,475

Electrical Equipment - 0.2%

Emerson Electric Co.

145,900

8,373,201

Industrial Conglomerates - 4.0%

General Electric Co.

3,144,100

117,746,545

Minnesota Mining & Manufacturing Co.

140,600

16,170,406

Textron, Inc.

489,900

25,033,890

158,950,841

Machinery - 1.2%

Danaher Corp.

139,540

9,910,131

Graco, Inc.

343,300

14,023,805

Illinois Tool Works, Inc.

316,000

22,862,600

46,796,536

Road & Rail - 2.0%

Canadian National Railway Co.

752,240

37,543,576

Union Pacific Corp.

695,500

43,218,370

80,761,946

TOTAL INDUSTRIALS

436,924,381

INFORMATION TECHNOLOGY - 21.1%

Communications Equipment - 2.7%

Brocade Communications System, Inc. (a)

394,000

10,638,000

Cisco Systems, Inc. (a)

2,962,339

50,152,399

Lucent Technologies, Inc.

1,874,100

8,864,493

Nokia Corp. sponsored ADR

593,200

12,302,968

Tekelec (a)

816,500

9,357,090

UTStarcom, Inc. (a)

558,000

14,636,340

105,951,290

Computers & Peripherals - 3.5%

Dell Computer Corp. (a)

1,633,900

42,661,129

EMC Corp. (a)

1,147,800

13,681,776

International Business Machines Corp.

664,900

69,149,600

NCR Corp. (a)

275,300

12,319,675

137,812,180

Electronic Equipment & Instruments - 0.5%

Agilent Technologies, Inc. (a)

319,600

11,173,216

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Instruments - continued

Anritsu Corp.

370,000

$ 2,928,760

Kyocera Corp.

83,800

5,866,000

19,967,976

Internet Software & Services - 0.2%

Check Point Software Technologies Ltd. (a)

249,700

7,590,880

Semiconductor Equipment & Products - 7.9%

Altera Corp. (a)

474,400

10,375,128

Analog Devices, Inc. (a)

599,500

27,001,480

Applied Materials, Inc. (a)

208,900

11,337,003

Chartered Semiconductor Manufacturing
Ltd. ADR (a)

453,000

12,190,230

Integrated Circuit Systems, Inc. (a)

341,280

6,962,112

Integrated Device Technology, Inc. (a)

521,500

17,334,660

Intel Corp.

3,150,900

95,818,869

International Rectifier Corp. (a)

316,900

14,390,429

LAM Research Corp. (a)

207,100

6,072,172

LTX Corp. (a)

719,000

19,549,610

Marvell Technology Group Ltd. (a)

340,300

14,905,140

Micrel, Inc. (a)

421,900

10,640,318

Micron Technology, Inc. (a)

637,340

20,968,486

QLogic Corp. (a)

174,000

8,616,480

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

342,400

7,104,800

Texas Instruments, Inc.

638,500

21,134,350

Tokyo Electron Ltd.

121,300

8,421,961

312,823,228

Software - 6.3%

Adobe Systems, Inc.

349,300

14,073,297

BEA Systems, Inc. (a)

494,600

6,780,966

Microsoft Corp. (a)

3,554,049

214,344,693

Oracle Corp. (a)

994,500

12,729,600

247,928,556

TOTAL INFORMATION TECHNOLOGY

832,074,110

MATERIALS - 0.9%

Construction Materials - 0.5%

Martin Marietta Materials, Inc.

432,100

18,243,262

Metals & Mining - 0.4%

Placer Dome, Inc.

1,505,200

18,223,675

TOTAL MATERIALS

36,466,937

TELECOMMUNICATION SERVICES - 3.4%

Diversified Telecommunication Services - 3.1%

AT&T Corp.

2,188,780

34,363,846

BellSouth Corp.

586,000

21,599,960

Korea Telecom Corp. sponsored ADR

426,600

10,229,868

Shares

Value (Note 1)

SBC Communications, Inc.

541,700

$ 20,281,248

Verizon Communications, Inc.

777,500

35,492,875

121,967,797

Wireless Telecommunication Services - 0.3%

Vodafone Group PLC sponsored ADR

625,500

11,527,965

TOTAL TELECOMMUNICATION SERVICES

133,495,762

TOTAL COMMON STOCKS

(Cost $3,534,610,747)

3,735,695,510

Money Market Funds - 5.6%

Fidelity Cash Central Fund, 1.86% (b)
(Cost $221,197,435)

221,197,435

221,197,435

Cash Equivalents - 0.0%

Maturity Amount

Investments in repurchase agreements (U.S. Treasury Obligations), in a joint trading account at 1.78%, dated 3/29/02 due 4/1/02 (Cost $397,000)

$ 397,059

397,000

TOTAL INVESTMENT PORTFOLIO - 100.3%

(Cost $3,756,205,182)

3,957,289,945

NET OTHER ASSETS - (0.3)%

(11,889,740)

NET ASSETS - 100%

$ 3,945,400,205

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(c) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Geneprot, Inc.

7/7/00

$ 1,441,000

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $1,731,025,444 and $1,876,072,115, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $137,623 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $2,882,000 or 0.1% of net assets.

Income Tax Information

At March 31, 2002, the aggregate cost of investment securities for income tax purposes was $3,819,837,374. Net unrealized appreciation aggregated $137,452,571, of which $621,688,110 related to appreciated investment securities and $484,235,539 related to depreciated investment securities.

At September 30, 2001, the fund had a capital loss carryforward of approximately $78,295,000 all of which will expire on September 30, 2009.

The fund intends to elect to defer to its fiscal year ending September 30,
2002 approximately $645,063,000 of losses recognized during the period November 1, 2000 to September 30, 2001.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Destiny Portfolios: Destiny I

Financial Statements

Statement of Assets and Liabilities

March 31, 2002 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $20,212,433 and repurchase agreements of $397,000)
(cost $3,756,205,182) -
See accompanying schedule

$ 3,957,289,945

Cash

814

Receivable for investments sold

22,762,892

Receivable for fund shares sold

1,257,071

Dividends receivable

4,170,343

Interest receivable

380,032

Other receivables

28,060

Total assets

3,985,889,157

Liabilities

Payable for investments
purchased

$ 15,474,805

Payable for fund shares
redeemed

2,344,194

Accrued management fee

1,319,712

Distribution fees payable

2,313

Other payables and accrued expenses

189,028

Collateral on securities loaned,
at value

21,158,900

Total liabilities

40,488,952

Net Assets

$ 3,945,400,205

Net Assets consist of:

Paid in capital

$ 4,793,416,818

Undistributed net investment
income

3,680,766

Accumulated undistributed net realized gain (loss) on
investments and foreign
currency transactions

(1,052,762,830)

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

201,065,451

Net Assets

$ 3,945,400,205

Class O:
Net Asset Value
, offering price and redemption price per share ($3,934,205,926 ÷ 307,096,122 shares)

$ 12.81

Class N:
Net Asset Value
, offering price and redemption price per share ($11,194,279 ÷ 884,421
shares)

$ 12.66

Statement of Operations

Six months ended March 31, 2002 (Unaudited)

Investment Income

Dividends

$ 21,555,355

Interest

2,019,006

Security lending

157,588

Total income

23,731,949

Expenses

Management fee

$ 8,847,485

Transfer agent fees

146,707

Distribution fees

11,543

Accounting and security lending fees

319,140

Non-interested trustees' compensation

4,777

Custodian fees and expenses

72,472

Registration fees

21,922

Audit

20,090

Legal

18,793

Miscellaneous

26,013

Total expenses before
reductions

9,488,942

Expense reductions

(669,400)

8,819,542

Net investment income (loss)

14,912,407

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(250,063,608)

Foreign currency transactions

(3,579)

Total net realized gain (loss)

(250,067,187)

Change in net unrealized appreciation (depreciation) on:

Investment securities

664,357,243

Assets and liabilities in foreign currencies

(7,507)

Total change in net unrealized
appreciation (depreciation)

664,349,736

Net gain (loss)

414,282,549

Net increase (decrease) in net assets resulting from
operations

$ 429,194,956

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Destiny Portfolios: Destiny I
Financial Statements - continued

Statement of Changes in Net Assets

Six months ended
March 31, 2002
(Unaudited)

Year ended
September 30, 2001

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 14,912,407

$ 36,027,965

Net realized gain (loss)

(250,067,187)

(772,224,376)

Change in net unrealized appreciation (depreciation)

664,349,736

(1,269,642,810)

Net increase (decrease) in net assets resulting from operations

429,194,956

(2,005,839,221)

Distributions to shareholders from net investment income

(37,217,819)

(35,509,009)

Distributions to shareholders from net realized gain

-

(1,034,192,675)

Total distributions

(37,217,819)

(1,069,701,684)

Share transactions - net increase (decrease)

(86,355,798)

590,965,542

Total increase (decrease) in net assets

305,621,339

(2,484,575,363)

Net Assets

Beginning of period

3,639,778,866

6,124,354,229

End of period (including undistributed net investment income of $3,680,766 and undistributed net investment
income of $25,986,178, respectively)

$ 3,945,400,205

$ 3,639,778,866

Financial Highlights - Class O

Six months ended
March 31, 2002

Years ended September 30,

(Unaudited)

2001

2000

1999

1998

1997

Selected Per-Share Data

Net asset value, beginning of period

$ 11.56

$ 22.09

$ 26.54

$ 24.58

$ 25.08

$ 20.41

Income from Investment Operations

Net investment income (loss) E

.05

.12

.20

.42

.44

.49

Net realized and unrealized gain (loss)

1.32

(6.74)

(.77)

4.13

1.56

6.36

Total from investment operations

1.37

(6.62)

(.57)

4.55

2.00

6.85

Distributions from net investment income

(.12)

(.13)

(.44)

(.42)

(.47)

(.45)

Distributions from net realized gain

-

(3.78)

(3.44)

(2.17)

(2.03)

(1.73)

Total distributions

(.12)

(3.91)

(3.88)

(2.59)

(2.50)

(2.18)

Net asset value, end of period

$ 12.81

$ 11.56

$ 22.09

$ 26.54

$ 24.58

$ 25.08

Total Return B, C, D

11.87%

(34.55)%

(3.23)%

18.99%

8.72%

36.29%

Ratios to Average Net Assets F

Expenses before expense reductions

.48% A

.40%

.27%

.32%

.33%

.39%

Expenses net of voluntary waivers, if any

.48% A

.40%

.27%

.32%

.33%

.39%

Expenses net of all reductions

.45% A

.37%

.25%

.31%

.33%

.38%

Net investment income (loss)

.76% A

.75%

.85%

1.55%

1.71%

2.20%

Supplemental Data

Net assets, end of period (000 omitted)

$ 3,934,206

$ 3,633,310

$ 6,121,273

$ 6,977,155

$ 6,206,058

$ 5,960,742

Portfolio turnover rate

94% A

119%

145%

36%

27%

32%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans.

D Total returns would have been lower had certain expenses not been reduced during the periods shown.

E Calculated based on average shares outstanding during the period.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from directed brokerage or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of voluntary waivers reflects expenses after reimbursements by the investment adviser but prior to reductions from directed brokerage or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class N

Six months ended March 31, 2002

Years ended September 30,

(Unaudited)

2001

2000

1999 F

Selected Per-Share Data

Net asset value, beginning of period

$ 11.40

$ 21.90

$ 26.45

$ 27.76

Income from Investment Operations

Net investment income (loss) E

(.01)

(.02)

(.01)

.08

Net realized and unrealized gain (loss)

1.30

(6.66)

(.74)

(1.39)

Total from investment operations

1.29

(6.68)

(.75)

(1.31)

Distributions from net investment income

(.03)

(.04)

(.36)

-

Distributions from net realized gain

-

(3.78)

(3.44)

-

Total distributions

(.03)

(3.82)

(3.80)

-

Net asset value, end of period

$ 12.66

$ 11.40

$ 21.90

$ 26.45

Total Return B, C, D

11.32%

(35.10)%

(3.98)%

(4.72)%

Ratios to Average Net Assets G

Expenses before expense reductions

1.36% A

1.30%

1.14%

1.18% A

Expenses net of voluntary waivers, if any

1.36% A

1.30%

1.14%

1.18% A

Expenses net of all reductions

1.32% A

1.27%

1.12%

1.17% A

Net investment income (loss)

(.12)% A

(.15)%

(.02)%

.68% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 11,194

$ 6,469

$ 3,081

$ 256

Portfolio turnover rate

94% A

119%

145%

36%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans.

D Total returns would have been lower had certain expenses not been reduced during the periods shown.

E Calculated based on average shares outstanding during the period.

F For the period April 30, 1999 (commencement of sale of shares) to September 30, 1999.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from directed brokerage or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of voluntary waivers reflects expenses after reimbursements by the investment adviser but prior to reductions from directed brokerage or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Destiny Portfolios: Destiny II

Investments March 31, 2002 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 89.9%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 9.5%

Auto Components - 1.3%

Michelin SA (Compagnie Generale des Etablissements) Series B

733,924

$ 27,816,872

TRW, Inc.

693,000

35,668,710

63,485,582

Automobiles - 1.8%

Monaco Coach Corp. (a)(f)

1,703,450

41,393,835

Winnebago Industries, Inc. (f)

1,195,500

50,199,045

91,592,880

Hotels, Restaurants & Leisure - 0.4%

Mandalay Resort Group (a)

655,900

20,136,130

Leisure Equipment & Products - 0.7%

Brunswick Corp.

692,700

18,924,564

Hasbro, Inc.

885,100

14,002,282

32,926,846

Media - 2.8%

AOL Time Warner, Inc. (a)

2,085,000

49,310,250

Clear Channel Communications, Inc. (a)

4,000

205,640

Comcast Corp. Class A (special) (a)

1,470,900

46,774,620

Gannett Co., Inc.

193,200

14,702,520

Omnicom Group, Inc.

800

75,520

Tribune Co.

231,200

10,510,352

Viacom, Inc. Class B (non-vtg.) (a)

320,730

15,513,710

137,092,612

Multiline Retail - 0.8%

Wal-Mart Stores, Inc.

689,100

42,234,939

Specialty Retail - 1.4%

Abercrombie & Fitch Co. Class A (a)

251,500

7,746,200

Home Depot, Inc.

400,000

19,444,000

Lowe's Companies, Inc.

126,000

5,479,740

The Limited, Inc.

1,690,420

30,258,518

Williams-Sonoma, Inc. (a)

147,000

6,760,530

69,688,988

Textiles & Apparel - 0.3%

Polo Ralph Lauren Corp. Class A (a)

589,200

17,192,856

TOTAL CONSUMER DISCRETIONARY

474,350,833

CONSUMER STAPLES - 17.5%

Beverages - 8.2%

Anheuser-Busch Companies, Inc.

264,900

13,827,780

Diageo PLC sponsored ADR

713,100

37,416,357

PepsiCo, Inc.

2,423,200

124,794,800

The Coca-Cola Co.

4,461,600

233,163,216

409,202,153

Food Products - 1.0%

Kellogg Co.

457,800

15,368,346

Kraft Foods, Inc. Class A

891,200

34,444,880

49,813,226

Shares

Value (Note 1)

Household Products - 2.7%

Colgate-Palmolive Co.

1,187,300

$ 67,854,195

Procter & Gamble Co.

730,100

65,774,709

133,628,904

Tobacco - 5.6%

Philip Morris Companies, Inc.

3,942,600

207,656,742

RJ Reynolds Tobacco Holdings, Inc.

239,000

15,475,250

UST, Inc.

1,521,800

59,243,674

282,375,666

TOTAL CONSUMER STAPLES

875,019,949

ENERGY - 8.1%

Energy Equipment & Services - 1.6%

Baker Hughes, Inc.

781,900

29,907,675

BJ Services Co. (a)

418,100

14,411,907

Nabors Industries, Inc. (a)

212,300

8,969,675

Noble Drilling Corp. (a)

303,000

12,541,170

Weatherford International, Inc. (a)

251,900

11,997,997

77,828,424

Oil & Gas - 6.5%

ChevronTexaco Corp.

1,384,600

124,987,842

Conoco, Inc.

1,751,800

51,117,524

Exxon Mobil Corp.

1,889,200

82,803,636

Pennzoil-Quaker State Co.

218,900

4,699,783

Royal Dutch Petroleum Co. (NY Shares)

815,300

44,287,096

Valero Energy Corp.

335,900

16,633,768

324,529,649

TOTAL ENERGY

402,358,073

FINANCIALS - 6.2%

Banks - 0.6%

Bank of America Corp.

138,500

9,420,770

Bank One Corp.

117,400

4,904,972

FleetBoston Financial Corp.

484,000

16,940,000

31,265,742

Diversified Financials - 0.2%

American Express Co.

8,400

344,064

Charles Schwab Corp.

11,900

155,771

Citigroup, Inc.

83,600

4,139,872

Freddie Mac

23,640

1,498,067

Goldman Sachs Group, Inc.

12,600

1,137,150

J.P. Morgan Chase & Co.

33,600

1,197,840

Morgan Stanley Dean Witter & Co.

3,850

220,644

8,693,408

Insurance - 5.4%

American International Group, Inc.

1,657,900

119,600,906

Berkshire Hathaway, Inc.:

Class A (a)

794

56,453,400

Class B (a)

22,700

53,776,300

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - continued

Insurance - continued

Cincinnati Financial Corp.

121,700

$ 5,313,422

Prudential Financial, Inc.

1,075,100

33,381,855

268,525,883

TOTAL FINANCIALS

308,485,033

HEALTH CARE - 13.9%

Biotechnology - 1.0%

Geneprot, Inc. (e)

255,000

2,805,000

Gilead Sciences, Inc. (a)

1,086,200

39,092,338

MedImmune, Inc. (a)

63,000

2,477,790

Neurocrine Biosciences, Inc. (a)

172,200

6,989,598

51,364,726

Health Care Equipment & Supplies - 2.6%

Biomet, Inc.

2,451,287

66,331,826

Zimmer Holdings, Inc. (a)

1,879,633

64,001,504

130,333,330

Health Care Providers & Services - 1.3%

Cardinal Health, Inc.

484,431

34,341,314

Service Corp. International (SCI) (a)

5,926,700

31,411,510

65,752,824

Pharmaceuticals - 9.0%

Bristol-Myers Squibb Co.

920,572

37,273,960

Eli Lilly & Co.

134,300

10,233,660

Forest Laboratories, Inc. (a)

671,700

54,877,890

Johnson & Johnson

963,400

62,572,830

King Pharmaceuticals, Inc. (a)

629,500

22,038,795

Pfizer, Inc.

3,515,000

139,686,100

Pharmacia Corp.

461,800

20,817,944

Schering-Plough Corp.

1,216,200

38,067,060

Wyeth

918,200

60,279,830

445,848,069

TOTAL HEALTH CARE

693,298,949

INDUSTRIALS - 9.6%

Aerospace & Defense - 3.5%

Lockheed Martin Corp.

2,248,100

129,445,598

Northrop Grumman Corp.

395,100

44,666,055

174,111,653

Airlines - 0.2%

AMR Corp. (a)

431,800

11,403,838

Commercial Services & Supplies - 1.6%

Allied Waste Industries, Inc. (a)

2,821,280

36,676,640

Avery Dennison Corp.

125,900

7,683,677

Cintas Corp.

226,700

11,303,262

Shares

Value (Note 1)

Herman Miller, Inc.

662,383

$ 15,751,468

Paychex, Inc.

194,700

7,729,590

79,144,637

Industrial Conglomerates - 2.8%

General Electric Co.

1,381,100

51,722,195

Textron, Inc.

959,000

49,004,900

Tyco International Ltd.

1,158,790

37,452,093

138,179,188

Machinery - 0.2%

IDEX Corp.

218,100

8,069,700

Navistar International Corp.

93,100

4,124,330

12,194,030

Marine - 0.1%

Alexander & Baldwin, Inc.

15,000

414,150

Tsakos Energy Navigation Ltd.

193,800

2,951,574

3,365,724

Road & Rail - 1.2%

Canadian National Railway Co.

692,700

34,571,992

P.A.M. Transportation Services, Inc. (a)

150,400

3,805,120

Union Pacific Corp.

398,800

24,781,432

63,158,544

TOTAL INDUSTRIALS

481,557,614

INFORMATION TECHNOLOGY - 14.0%

Communications Equipment - 0.9%

Advanced Fibre Communication, Inc. (a)

362,400

6,954,456

Brocade Communications System, Inc. (a)

356,800

9,633,600

CIENA Corp. (a)

421,300

3,791,700

Cisco Systems, Inc. (a)

138,600

2,346,498

Corning, Inc.

251,900

1,919,478

Finisar Corp. (a)

1,713,800

13,196,260

JDS Uniphase Corp. (a)

608,700

3,585,243

Juniper Networks, Inc. (a)

84,000

1,060,080

McDATA Corp. Class B (a)

84,000

1,016,400

Netscreen Technologies, Inc.

159,400

2,654,010

QUALCOMM, Inc. (a)

4,200

158,088

46,315,813

Computers & Peripherals - 0.9%

Dell Computer Corp. (a)

12,200

318,542

EMC Corp. (a)

649,900

7,746,808

International Business Machines Corp.

285,500

29,692,000

Western Digital Corp. (a)

1,584,000

9,868,320

47,625,670

Electronic Equipment & Instruments - 1.7%

Arrow Electronics, Inc. (a)

1,393,000

38,962,210

Ingram Micro, Inc. Class A (a)

2,638,900

43,673,795

82,636,005

Semiconductor Equipment & Products - 0.8%

Agere Systems, Inc. Class A

6,481,900

25,214,591

Applied Materials, Inc. (a)

100

5,427

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Semiconductor Equipment & Products - continued

ASML Holding NV (NY Shares) (a)

42,800

$ 1,085,836

Ibis Technology Corp. (a)

282,600

4,159,872

Infineon Technologies AG sponsored ADR

300

6,780

Intel Corp.

8,300

252,403

STMicroelectronics NV (NY Shares)

5,800

196,736

Texas Instruments, Inc.

225,400

7,460,740

United Microelectronics Corp. sponsored ADR

200

2,130

38,384,515

Software - 9.7%

Microsoft Corp. (a)

8,015,570

483,419,025

VERITAS Software Corp. (a)

1,600

70,128

483,489,153

TOTAL INFORMATION TECHNOLOGY

698,451,156

MATERIALS - 4.5%

Chemicals - 0.2%

Lyondell Chemical Co.

667,500

11,087,175

Containers & Packaging - 0.8%

Ball Corp.

270,500

12,773,010

Owens-Illinois, Inc. (a)

661,200

11,240,400

Sealed Air Corp. (a)

335,600

15,800,048

39,813,458

Metals & Mining - 3.5%

Alcan, Inc.

816,900

32,299,860

Barrick Gold Corp.

3,213,700

58,766,298

Freeport-McMoRan Copper & Gold, Inc.
Class B (a)

390,400

6,878,848

Newmont Mining Corp.

566,700

15,691,923

Placer Dome, Inc.

4,833,300

58,517,464

172,154,393

TOTAL MATERIALS

223,055,026

TELECOMMUNICATION SERVICES - 5.0%

Diversified Telecommunication Services - 5.0%

AT&T Corp.

4,393,100

68,971,670

BellSouth Corp.

3,795,400

139,898,444

SBC Communications, Inc.

1,040,100

38,941,344

TeraBeam Networks (e)

19,200

4,800

247,816,258

UTILITIES - 1.6%

Electric Utilities - 1.4%

Cinergy Corp.

957,400

34,227,050

TXU Corp.

701,200

38,222,412

72,449,462

Gas Utilities - 0.2%

Kinder Morgan, Inc.

209,900

10,165,457

TOTAL UTILITIES

82,614,919

TOTAL COMMON STOCKS

(Cost $4,067,607,740)

4,487,007,810

Convertible Preferred Stocks - 0.0%

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - 0.0%

Communications Equipment - 0.0%

Chorum Technologies Series E (e)
(Cost $465,480)

27,000

$ 42,660

Corporate Bonds - 0.3%

Moody's Ratings
(unaudited)

Principal Amount

Convertible Bonds - 0.2%

FINANCIALS - 0.2%

Diversified Financials - 0.2%

Elan Finance Corp. Ltd. liquid yield option note 0% 12/14/18 (d)

Ba3

$ 19,620,000

9,619,686

INFORMATION TECHNOLOGY - 0.0%

Software - 0.0%

Cyras Systems, Inc. 4.5% 8/15/05 (d)

-

1,525,000

1,784,250

TOTAL CONVERTIBLE BONDS

11,403,936

Nonconvertible Bonds - 0.1%

CONSUMER DISCRETIONARY - 0.1%

Internet & Catalog Retail - 0.1%

Amazon.com, Inc. 0% 5/1/08 (c)

B3

5,000,000

4,250,000

TOTAL CORPORATE BONDS

(Cost $16,501,732)

15,653,936

Money Market Funds - 11.7%

Shares

Fidelity Cash Central Fund, 1.86% (b)
(Cost $582,162,286)

582,162,286

582,162,286

Cash Equivalents - 0.0%

Maturity Amount

Investments in repurchase agreements (U.S. Treasury Obligations), in a joint trading account at 1.78%, dated 3/29/02 due 4/1/02
(Cost $1,126,000)

$ 1,126,167

1,126,000

TOTAL INVESTMENT PORTFOLIO - 101.9%

(Cost $4,667,863,238)

5,085,992,692

NET OTHER ASSETS - (1.9)%

(95,345,500)

NET ASSETS - 100%

$ 4,990,647,192

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(c) Debt obligation initially issued in zero coupon form which converts to coupon form at a specified rate and date. The rate shown is the rate at period end.

(d) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $11,403,936 or 0.2% of net assets.

(e) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Chorum Technologies Series E

9/19/00

$ 465,480

Geneprot, Inc.

7/7/00

$ 1,402,500

TeraBeam Networks

4/7/00

$ 72,000

(f) Affiliated company

Transactions during the period with companies which are or were affiliates are as follows:

Affiliate

Purchase
Cost

Sales
Cost

Dividend
Income

Value

Hutchinson
Technology, Inc.

$ 1,994,871

$ 18,969,188

$ -

$ -

Ingram Micro, Inc.
Class A

-

-

-

-

Monaco Coach Corp.

4,586,096

-

-

41,393,835

Western Digital Corp.

2,622,385

4,839,446

-

-

Winnebago
Industries, Inc.

6,124,025

620,923

-

50,199,045

TOTALS

$ 15,327,377

$ 24,429,557

$ -

$ 91,592,880

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $5,567,604,991 and $5,679,141,487, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $506,791 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $2,852,460 or 0.1% of net assets.

Income Tax Information

At March 31, 2002, the aggregate cost of investment securities for income tax purposes was $4,722,089,814. Net unrealized appreciation aggregated $363,902,878, of which $509,453,246 related to appreciated investment securities and $145,550,368 related to depreciated investment securities.

The fund intends to elect to defer to its fiscal year ending September 30,
2002 approximately $264,331,000 of losses recognized during the period November 1, 2000 to September 30, 2001.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Destiny Portfolios: Destiny II

Financial Statements

Statement of Assets and Liabilities

March 31, 2002 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $26,378,068 and repurchase agreements of $1,126,000)
(cost $4,667,863,238) -
See accompanying schedule

$ 5,085,992,692

Receivable for investments sold

169,770,487

Receivable for fund shares sold

652,114

Dividends receivable

5,171,097

Interest receivable

1,103,936

Other receivables

14,137

Total assets

5,262,704,463

Liabilities

Payable to custodian bank

$ 12,124

Payable for investments
purchased

241,779,854

Payable for fund shares
redeemed

1,226,878

Accrued management fee

1,633,256

Distribution fees payable

12,480

Other payables and accrued expenses

184,479

Collateral on securities loaned, at value

27,208,200

Total liabilities

272,057,271

Net Assets

$ 4,990,647,192

Net Assets consist of:

Paid in capital

$ 5,035,378,744

Undistributed net investment
income

4,509,569

Accumulated undistributed net realized gain (loss) on investments and foreign currency
transactions

(467,365,404)

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

418,124,283

Net Assets

$ 4,990,647,192

Class O:
Net Asset Value
, offering price and redemption price per share ($4,930,295,622 ÷ 452,022,529 shares)

$ 10.91

Class N:
Net Asset Value, offering price and redemption price per share ($60,351,570 ÷ 5,613,238 shares)

$ 10.75

Statement of Operations

Six months ended March 31, 2002 (Unaudited)

Investment Income

Dividends

$ 26,948,389

Interest

4,681,567

Security lending

126,337

Total income

31,756,293

Expenses

Management fee

$ 14,328,618

Transfer agent fees

260,929

Distribution fees

63,932

Accounting and security lending fees

337,316

Non-interested trustees' compensation

8,852

Custodian fees and expenses

117,072

Registration fees

20,691

Audit

21,027

Legal

21,989

Miscellaneous

31,310

Total expenses before
reductions

15,211,736

Expense reductions

(1,962,350)

13,249,386

Net investment income (loss)

18,506,907

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities (including realized gain of $2,916,318
on sales of investments in
affiliated issuers)

(76,749,548)

Foreign currency transactions

(67,246)

Total net realized gain (loss)

(76,816,794)

Change in net unrealized appreciation (depreciation) on:

Investment securities

449,376,953

Assets and liabilities in foreign currencies

14,762

Total change in net unrealized
appreciation (depreciation)

449,391,715

Net gain (loss)

372,574,921

Net increase (decrease) in net assets resulting from
operations

$ 391,081,828

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Destiny Portfolios: Destiny II
Financial Statements - continued

Statement of Changes in Net Assets

Six months ended
March 31, 2002
(Unaudited)

Year ended
September 30,
2001

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 18,506,907

$ 35,985,464

Net realized gain (loss)

(76,816,794)

(177,679,714)

Change in net unrealized appreciation (depreciation)

449,391,715

(1,597,661,078)

Net increase (decrease) in net assets resulting from operations

391,081,828

(1,739,355,328)

Distributions to shareholders from net investment income

(44,922,326)

(31,124,388)

Distributions to shareholders from net realized gain

-

(702,043,526)

Total distributions

(44,922,326)

(733,167,914)

Share transactions - net increase (decrease)

82,374,118

772,468,684

Total increase (decrease) in net assets

428,533,620

(1,700,054,558)

Net Assets

Beginning of period

4,562,113,572

6,262,168,130

End of period (including undistributed net investment income of $4,509,569 and undistributed net investment income of $32,312,881, respectively)

$ 4,990,647,192

$ 4,562,113,572

Financial Highlights - Class O

Six months ended
March 31, 2002

Years ended September 30,

(Unaudited)

2001

2000

1999

1998

1997

Selected Per-Share Data

Net asset value, beginning of period

$ 10.14

$ 16.13

$ 14.76

$ 14.07

$ 14.40

$ 11.61

Income from Investment Operations

Net investment income (loss) E

.04

.08

.06

.12

.18

.27

Net realized and unrealized gain (loss)

.83

(4.19)

2.85

3.73

.71

3.52

Total from investment operations

.87

(4.11)

2.91

3.85

.89

3.79

Distributions from net investment income

(.10)

(.08)

(.11)

(.12)

(.25)

(.25)

Distributions from net realized gain

-

(1.80)

(1.43)

(3.04)

(.97)

(.75)

Total distributions

(.10)

(1.88)

(1.54)

(3.16)

(1.22)

(1.00)

Net asset value, end of period

$ 10.91

$ 10.14

$ 16.13

$ 14.76

$ 14.07

$ 14.40

Total Return B, C, D

8.59%

(27.64)%

20.25%

30.06%

6.64%

34.72%

Ratios to Average Net Assets F

Expenses before expense reductions

.61% A

.60%

.58%

.48%

.48%

.54%

Expenses net of voluntary waivers, if any

.61% A

.60%

.58%

.48%

.48%

.54%

Expenses net of all reductions

.53% A

.55%

.56%

.47%

.48%

.53%

Net investment income (loss)

.76% A

.67%

.37%

.79%

1.23%

2.11%

Supplemental Data

Net assets, end of period (000 omitted)

$ 4,930,296

$ 4,523,725

$ 6,242,943

$ 5,226,303

$ 3,969,409

$ 3,609,144

Portfolio turnover rate

252% A

196%

113%

77%

106%

35%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans.

D Total returns would have been lower had certain expenses not been reduced during the periods shown.

E Calculated based on average shares outstanding during the period.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from directed brokerage or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of voluntary waivers reflects expenses after reimbursements by the investment adviser but prior to reductions from directed brokerage or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class N

Six months ended
March 31, 2002

Years ended September 30,

(Unaudited)

2001

2000

1999 F

Selected Per-Share Data

Net asset value, beginning of period

$ 9.97

$ 15.94

$ 14.72

$ 15.35

Income from Investment Operations

Net investment income (loss) E

(.01)

(.03)

(.08)

.00

Net realized and unrealized gain (loss)

.81

(4.14)

2.83

(.63)

Total from investment operations

.80

(4.17)

2.75

(.63)

Distributions from net investment income

(.02)

-

(.10)

-

Distributions from net realized gain

-

(1.80)

(1.43)

-

Total distributions

(.02)

(1.80)

(1.53)

-

Net asset value, end of period

$ 10.75

$ 9.97

$ 15.94

$ 14.72

Total Return B, C, D

8.03%

(28.32)%

19.13%

(4.10)%

Ratios to Average Net Assets G

Expenses before expense reductions

1.49% A

1.50%

1.45%

1.35% A

Expenses net of voluntary waivers, if any

1.49% A

1.50%

1.45%

1.35% A

Expenses net of all reductions

1.41% A

1.44%

1.43%

1.33% A

Net investment income (loss)

(.12)% A

(.23)%

(.51)%

(.07)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 60,352

$ 38,389

$ 19,225

$ 1,524

Portfolio turnover rate

252% A

196%

113%

77%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans.

D Total returns would have been lower had certain expenses not been reduced during the periods shown.

E Calculated based on average shares outstanding during the period.

F For the period April 30, 1999 (commencement of sale of shares) to September 30, 1999.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from directed brokerage or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of voluntary waivers reflects expenses after reimbursements by the investment adviser but prior to reductions from directed brokerage or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Notes to Financial Statements

For the period ended March 31, 2002 (Unaudited)

1. Significant Accounting Policies.

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

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

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the funds:

Security Valuation. Net asset value per share is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Securities for which quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price. Foreign securities are valued based on quotations from the principal market in which such securities are normally traded. If trading or events occurring in other markets after the close of the principal market in which foreign securities are traded, and before the close of business of the fund, are expected to materially affect the value of those securities, then they are valued at their fair value taking this trading or these events into account. Fair value is determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Securities (including restricted securities) for which quotations are not readily available (and in certain cases debt securities which trade on an exchange) are valued primarily using dealer-supplied valuations or at their fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value. Investments in open-end investment companies are valued at their net asset value each business day.

Foreign Currency. Certain funds may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rate at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Income Taxes. As a qualified regulated investment company under Subchapter M of the Internal Revenue Code, each fund is not subject to income taxes to the extent that it distributes all of its taxable income for the fiscal year. The schedules of investments include information, if any, regarding income taxes under the caption "Income Tax Information."

Investment Income. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the funds are informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income, which includes amortization of premium and accretion of discount on debt securities, as required, is accrued as earned. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among the funds in the trust.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan) non-interested Trustees must defer receipt of a portion of, and may elect to defer receipt of an additional portion of, their annual compensation. Deferred amounts are treated as though equivalent dollar amounts had been invested in shares of each applicable fund or are invested in a cross-section of other Fidelity funds. Deferred amounts remain in the fund until distributed in accordance with the Plan.

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

Income and capital gain distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences are primarily due to differing treatments for litigation proceeds, foreign currency transactions, passive foreign investment companies (PFIC), market discount and losses deferred due to wash sales and excise tax regulations.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to paid in capital. Temporary book and tax basis differences will reverse in a subsequent period.

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

2. Operating Policies.

Joint Trading Account. Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (the SEC), certain funds, along with other affiliated entities of Fidelity Management & Research Company (FMR), may transfer uninvested cash balances into one or more joint trading accounts. These balances are invested in one or more repurchase agreements for U.S. Treasury or Federal Agency obligations.

Repurchase Agreements. The underlying U.S. Treasury, Federal Agency, or other obligations found to be satisfactory by FMR are transferred to an account of the funds, or to the Joint Trading Account, at a custodian bank. The securities are marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest). FMR, the funds' investment adviser, is responsible for determining that the value of the underlying securities remains in accordance with the market value requirements stated above.

Restricted Securities. Certain funds may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included under the captions "Legend" and/or "Other Information" at the end of each applicable fund's Schedule of Investments.

3. Purchases and Sales of Investments.

Information regarding purchases and sales of securities is included under the caption "Other Information" at the end of each applicable fund's Schedule of Investments.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide Destiny I and Destiny II with investment management related services for which the funds pay a monthly management fee.

The management fee is the sum of an individual fund fee rate and a group fee rate. The individual fund fee rate is applied to each fund's average net assets. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, each fund's annualized management fee rate expressed as a percentage of each fund's average net assets was as follows:

Individual Rate

Group
Rate

Total

Destiny I

.17%

.28%

.45%

Destiny II

.30%

.28%

.58%

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the funds have adopted a Distribution and Service Plan for Class N. During the period, Class N of each fund paid Fidelity Distributors Corporation (FDC), an affiliate of FMR, a Service fee

Semiannual Report

based on an annual rate of .25% of average net assets. For the period, Class N of each fund paid FDC as follows.

Paid to FDC

Destiny I

$ 11,543

Destiny II

$ 63,932

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

Destiny I

Amount

% of
Average
Net Assets

Class O

$ 117,801

.01

Class N

28,906

.63

$ 146,707

Destiny II

Amount

% of
Average
Net Assets

Class O

$ 100,729

.01

Class N

160,200

.63

$ 260,929

Accounting and Security Lending Fees. FSC maintains each fund's accounting records and administers the security lending program. The security lending fee is based on the number and duration of lending transactions. The accounting fee is based on the level of average net assets for the month plus out-of-pocket expenses.

Central Funds. The funds may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the funds are recorded as income in the accompanying financial statements. Distributions from the Central Funds are noted in the table below:

Income
Distributions

Destiny I

$ 2,364,189

Destiny II

$ 5,145,101

Brokerage Commissions. Certain funds placed a portion of their portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms are shown under the caption "Other Information" at the end of each applicable fund's Schedule of Investments.

5. Committed Line of Credit.

Certain funds participate with other funds managed by FMR in a $3.5 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The funds have agreed to pay commitment fees on their pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit.

6. Security Lending.

Certain funds lend portfolio securities from time to time in order to earn additional income. Each applicable fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the funds and any additional required collateral is delivered to the funds on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Cash collateral is invested in cash equivalents. The value of loaned securities and cash collateral at period end are disclosed on the fund's Statement of Assets and Liabilities.

7. Expense Reductions.

Certain security trades were directed to brokers who paid a portion of certain funds expenses. In addition, through arrangements with certain funds custodian and each class' transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. All of the applicable expense reductions are noted in the table below.

Directed
Brokerage

Custody
expense
reduction

Transfer
Agent
expense
reduction

Destiny I

$ 668,392

$ 902

$ -

Class O

-

-

106

Destiny II

1,950,987

11,363

-

Class O

-

-

-

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Destiny I

Six months ended March 31, 2002

Year ended September 30,
2001

From net investment income

Class O

$ 37,196,544

$ 35,501,102

Class N

21,275

7,907

Total

$ 37,217,819

$ 35,509,009

From net realized gain

Class O

$ -

$ 1,033,475,114

Class N

-

717,561

Total

$ -

$ 1,034,192,675

$ 37,217,819

$ 1,069,701,684

Destiny II

Six months ended March 31, 2002

Year ended September 30,
2001

From net investment income

Class O

$ 44,830,641

$ 31,124,388

Class N

91,685

-

Total

$ 44,922,326

$ 31,124,388

From net realized gain

Class O

$ -

$ 699,284,611

Class N

-

2,758,915

Total

$ -

$ 702,043,526

$ 44,922,326

$ 733,167,914

Semiannual Report

9. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended
March 31,

Year ended September 30,

Six months ended
March 31,

Year ended September 30,

Destiny I

2002

2001

2002

2001

Class O
Shares sold

4,974,625

10,684,344

$ 62,316,746

$ 163,882,083

Reinvestment of distributions

2,462,453

57,185,298

30,879,139

892,089,670

Shares redeemed

(14,525,590)

(30,751,922)

(183,460,775)

(471,359,914)

Net increase (decrease)

(7,088,512)

37,117,720

$ (90,264,890)

$ 584,611,839

Class N
Shares sold

346,957

407,590

$ 4,283,370

$ 6,031,201

Reinvestment of distributions

1,540

46,623

19,130

721,734

Shares redeemed

(31,562)

(27,460)

(393,408)

(399,232)

Net increase (decrease)

316,935

426,753

$ 3,909,092

$ 6,353,703

Shares

Dollars

Six months ended
March 31,

Year ended September 30,

Six months ended
March 31,

Year ended September 30,

Destiny II

2002

2001

2002

2001

Class O
Shares sold

16,086,375

33,276,875

$ 173,456,464

$ 410,790,176

Reinvestment of distributions

3,811,148

56,257,158

41,011,228

700,402,602

Shares redeemed

(13,897,093)

(30,459,153)

(150,837,532)

(370,432,873)

Net increase (decrease)

6,000,430

59,074,880

$ 63,630,160

$ 740,759,905

Class N
Shares sold

1,880,830

2,593,284

$ 19,998,398

$ 31,000,468

Reinvestment of distributions

7,366

223,123

78,293

2,751,105

Shares redeemed

(124,867)

(172,711)

(1,332,733)

(2,042,794)

Net increase (decrease)

1,763,329

2,643,696

$ 18,743,958

$ 31,708,779

10. Transactions with Affiliated Companies.

An affiliated company is a company which the fund has ownership of at least 5% of the voting securities. Information regarding transactions with affiliated companies is included in "Other Information" at the end of each applicable fund's Schedule of Investments.

Semiannual Report

Semiannual Report

Semiannual Report

Fidelity
Destiny Portfolios:
Destiny I - Class N
Destiny II - Class N

82 Devonshire Street,
Boston, Massachusetts 02109

INVESTMENT ADVISER

Fidelity Management & Research Company
Boston, MA

INVESTMENT SUB-ADVISERS

FMR Co., Inc.
Fidelity Management & Research (U.K.) Inc.
Fidelity Management & Research (Far East) Inc.
Fidelity Investments Japan Limited

GENERAL DISTRIBUTOR

Fidelity Distributors Corporation
Boston, MA

TRANSFER AND SHAREHOLDER
SERVICING AGENT

Fidelity Service Company, Inc.
Boston, MA

CUSTODIAN

State Street Bank and Trust Company
Boston, MA

(Recycle graphic)   Printed on recycled paper
6i-156576

DESN-SANN-0502

1.741002.102

Fidelity
Destiny
SM

Portfolios:
Destiny I - Class O
Destiny II - Class O

Semiannual Report

March 31, 2002

(destiny_graphic).

Semiannual Report

Contents

Semiannual Report

Performance

<Click Here>

How the funds have done over time.

Fund Talk

<Click Here>

The managers' review of the funds' performance, strategy and outlook.

Investment Changes

<Click Here>

A summary of major shifts in the funds' investments over the past six months.

Destiny I

Investments

<Click Here>

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

Financial Statements

<Click Here>

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Destiny II

Investments

<Click Here>

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

Financial Statements

<Click Here>

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

<Click Here>

Notes to the financial statements.

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

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

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

(Recycle graphic)   This report is printed on recycled paper using soy-based inks.

This report and the financial statements contained herein are submitted for the general information of the shareholders of the funds. This report is not authorized for distribution to prospective investors in the funds unless preceded or accompanied by an effective prospectus.

Mutual fund shares are not deposits or obligations of, or guaranteed by, any bank or depository institution. Shares are not insured by the FDIC, Federal Reserve Board or any other agency, and are subject to investment risks, including possible loss of principal amount invested.

Neither the funds nor Fidelity Distributors Corporation is a bank.

The views expressed in this report reflect those of each fund's portfolio manager only through the end of the period of the report as stated on the cover and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Semiannual Report

Fidelity Destiny Portfolios: Destiny I: Class O

Performance: The Bottom Line

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in DestinySM I: Class O on March 31, 1992. As the chart shows, by March 31, 2002, the value of the investment would have grown to $27,657 - a 176.57% increase on the initial investment. For comparison, look at how the S&P 500® did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $34,731 - a 247.31% increase.

Cumulative Total Returns

Periods ended
March 31, 2002

Past 6
months

Past 1
year

Past 5
years

Past 10
years

Destiny I: CL O

11.87%

-3.13%

14.31%

176.57%

S&P 500

10.99%

0.24%

62.35%

247.31%

LipperSM Growth
Funds Average

12.29%

-2.38%

53.64%

198.21%

Average Annual Total Returns

Periods ended
March 31, 2002

Past 1
year

Past 5
years

Past 10
years

Destiny I: CL O

-3.13%

2.71%

10.71%

$50/month 15-Year Plan

-53.70%

-0.99%

9.26%

S&P 500

0.24%

10.18%

13.26%

Lipper Growth
Funds Average

-2.38%

8.51%

11.06%

The charts above show Destiny I: Class O total returns, which include changes in share price and reinvestment of dividends and capital gains. The fund's cumulative total returns and average annual total returns do not include the effects of the separate sales charges and custodian fees assessed through Destiny Plans I: O (the Plans); the figures provided for a "$50/month 15-year plan" illustrate the fund's performance adjusted to reflect fees and sales charges assessed by the Plans. The illustrations assume an initial investment at the beginning of each period shown. Because the illustrations assume yearly lump sum investments, they do not reflect what investors would have earned had they made regular monthly investments over the period. As shares of the funds may be acquired only through the Plans, investors should consult the Plans' prospectus for more complete information on the impact of the separate charges and fees applicable to each Plan. The rate (%) of deductions decreases as Plan sizes increase. Figures for the S&P 500, a market capitalization-weighted index of common stocks, include reinvestment of dividends. To measure how the funds' performance stacked up against its peers, you can compare it to the growth funds average, which reflects the performance of mutual funds with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 2,084 mutual funds. These benchmarks include reinvested dividends and capital gains, if any, and exclude the effect of sales charges. Lipper has created new comparison categories that group funds according to portfolio characteristics and capitalization, as well as by capitalization only. These averages are listed below. (dagger)

All performance numbers are historical; the fund's share price and return will vary and you may have a gain or loss when you sell your shares. (Note: Lipper calculates average annual total returns by annualizing each fund's total return, then taking an arithmetic average. This may produce a different figure than that obtained by averaging the cumulative total returns and annualizing the result.)

(dagger)The LipperSM large cap core funds average reflects the performance (excluding sales charges) of mutual funds with similar portfolio characteristics and capitalization. The Lipper large cap supergroup average reflects the performance (excluding sales charges) of mutual funds with similar capitalization. As of March 31, 2002, the six months, one year, five year, and 10 year cumulative total returns for the large cap core funds average were 10.30%, -1.87%, 47.97%, and 189.44%, respectively; and the one year, five year, and 10 year average annual total returns were -1.87%, 7.99%, and 10.97%, respectively. The six months, one year, five year and 10 year cumulative total returns for the large cap supergroup average were 10.60%, -2.99%, 49.25%, and 188.41%, respectively; and the one year, five year and 10 year average annual total returns were -2.99%, 8.09%, and 10.91%, respectively.

Semiannual Report

Fidelity Destiny Portfolios: Destiny II: Class O

Performance: The Bottom Line

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Destiny II: Class O on March 31, 1992. As the chart shows, by March 31, 2002, the value of the investment would have grown to $38,705 - a 287.05% increase on the initial investment. For comparison, look at how the S&P 500 did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $34,731 - a 247.31% increase.

Cumulative Total Returns

Periods ended
March 31, 2002

Past 6
months

Past 1
year

Past 5
years

Past 10
years

Destiny II: CL O

8.59%

1.39%

61.70%

287.05%

S&P 500

10.99%

0.24%

62.35%

247.31%

Lipper Growth
Funds Average

12.29%

-2.38%

53.64%

198.21%

Average Annual Total Returns

Periods ended
March 31, 2002

Past 1
year

Past 5
years

Past 10
years

Destiny II: CL O

1.39%

10.09%

14.49%

$50/month 15-Year Plan

-51.54%

6.12%

12.99%

S&P 500

0.24%

10.18%

13.26%

Lipper Growth
Funds Average

-2.38%

8.51%

11.06%

The charts above show Destiny II: Class O total returns, which include changes in share price and reinvestment of dividends and capital gains. The fund's cumulative total returns and average annual total returns do not include the effects of the separate sales charges and custodian fees assessed through Destiny Plans II: O (the Plans); the figures provided for a "$50/month 15-year plan" illustrate the fund's performance adjusted to reflect fees and sales charges assessed by the Plans. The illustrations assume an initial investment at the beginning of each period shown. Because the illustrations assume yearly lump sum investments, they do not reflect what investors would have earned had they made regular monthly investments over the period. As shares of the funds may be acquired by the general public only through the Plans, investors should consult the Plans' prospectus for more complete information on the impact of the separate charges and fees applicable to each Plan. The rate (%) of deductions decreases as Plan sizes increase. Figures for the S&P 500, a market capitalization-weighted index of common stocks, include reinvestment of dividends. To measure how the funds' performance stacked up against its peers, you can compare it to the growth funds average, which reflects the performance of mutual funds with similar objectives tracked by Lipper Inc. The past six months average represents a peer group of 2,084 mutual funds. These benchmarks include reinvested dividends and capital gains, if any, and exclude the effect of sales charges. Lipper has created new comparison categories that group funds according to portfolio characteristics and capitalization, as well as by capitalization only. These averages are listed below. (dagger)

All performance numbers are historical; the fund's share price and return will vary and you may have a gain or loss when you sell your shares. (Note: Lipper calculates average annual total returns by annualizing each fund's total return, then taking an arithmetic average. This may produce a different figure than that obtained by averaging the cumulative total returns and annualizing the result.)

(dagger) The Lipper large cap core funds average reflects the performance (excluding sales charges) of mutual funds with similar portfolio characteristics and capitalization. The Lipper large cap supergroup average reflects the performance (excluding sales charges) of mutual funds with similar capitalization. As of March 31, 2002, the six months, one year, five year, and 10 year cumulative total returns for the large cap core funds average were 10.30%, -1.87%, 47.97%, and 189.44%, respectively; and the one year, five year, and 10 year average annual total returns were -1.87%, 7.99%, and 10.97%, respectively. The six months, one year, five year, and 10 year cumulative total returns for the large cap supergroup average were 10.60%, -2.99%, 49.25%, and 188.41%, respectively; and the one year, five year and 10 year average annual total returns were -2.99%, 8.09%, and 10.91%, respectively.

Semiannual Report

Fidelity Destiny Portfolios: Destiny I

Fund Talk: The Manager's Overview

Market Recap

The equity markets faced an onslaught of disruptive events during the six-month period that ended March 31, 2002, so much so that many market pundits expected the indexes to continue unraveling after the September 11 terrorist attacks sent stocks plummeting across the board. Additionally, fears of future terrorist attacks or additional anthrax incidents were at a feverish pitch, causing both American consumers and corporations to curtail spending. The war in Afghanistan began, fueling greater market uncertainty. A well-respected economic research center said the U.S. had been in a recession for several months, raising more concerns about corporate profitability, as did rising energy prices. Further, some of the nation's largest companies, such as Enron and Kmart, went bankrupt. Enron's sudden collapse fueled an intensified search by the Securities and Exchange Commission for other companies with suspect accounting. Despite the magnitude of these issues, investors by and large looked beyond them, with many opportunistically choosing instead to scoop up stocks at bargain prices. As the period progressed, a number of positive factors also emerged that boosted sentiment for stocks. Consumer spending in several industries, such as automotive and select retail outlets, came back stronger than expected. The Federal Reserve Board reduced key interest rates on three different occasions, bringing them down to their lowest levels in decades. At the same time, inflation remained low by historical standards. Additionally, monthly economic data began to show that the sluggish economy had stabilized, making investors increasingly optimistic about a turnaround. As such, the major equity indexes finished the period higher. The blue chips' Dow Jones Industrial AverageSM returned 18.64%, while the tech-heavy NASDAQ Composite® Index and the large-cap Standard & Poor's 500SM Index rose 23.32% and 10.99%, respectively.

(Portfolio Manager photograph)
An interview with Karen Firestone, Portfolio Manager of Destiny I

Q. How did the fund perform, Karen?

A. For the six months that ended March 31, 2002, the fund's Class O shares returned 11.87%, compared to the Standard & Poor's 500 Index gain of 10.99%. The average return for growth funds, as tracked by Lipper Inc., was 12.29%. For the one-year period that ended March 31, 2002, the fund's Class O shares returned -3.13%, while the S&P 500 index and Lipper growth funds average returned 0.24% and -2.38%, respectively.

Q. Why did the fund beat its benchmark, but slightly trail its peer average during the past six months?

A. The fund's emphasis on growth stocks bolstered returns, as the prospects for economic recovery strengthened in the wake of September 11. I became more aggressive early in the period, emphasizing quality companies whose stocks looked unfairly beaten down as a result of the attacks. I focused mostly on the technology, industrial and consumer discretionary sectors, which snapped back strongly during the fourth quarter of 2001 in anticipation of an improving economy. While this aggressive posture, coupled with strong stock picking, contributed to our success relative to the index, it couldn't help us overcome our average peer, which tended to be even more offensively positioned than we were. Fund performance, however, benefited from maintaining scant exposure to such lagging areas of the market as telecommunication services, where industry fundamentals remained challenging. At the same time, we were rewarded for completely avoiding a handful of companies with overly complex accounting structures - most notably Tyco International and Enron, which we exited early - that suffered from growing concerns about the dependability of reported earnings.

Q. Could you expand a bit on your cyclical strategy?

A. Sure. Within technology, I focused mainly on large-cap companies poised to benefit from a revival in business spending and a new personal computer cycle. Core holdings included blue chips Microsoft, Intel and IBM, which performed nicely overall during the period. I also held several smaller-sized semiconductor-related stocks such as Marvell Technology, which produced exceptionally strong gains. During tech's rally, however, some of the more volatile stocks began to look expensive and, thus, vulnerable to the still-present downside risk in the sector. So, I scaled back some of our positions to take profits late in 2001. This decision proved wise, as the market rotated away from tech stocks - along with most growth sectors - during the first quarter of this year. In hindsight, I wish I had trimmed even more. Other cyclical plays that paid off for us included industrial stocks, such as TRW and Textron, and such media holdings as Tribune Co., which rebounded on improved advertising revenues. We also played defense fairly well. Adding to positions in attractively priced consumer staples stocks, including Philip Morris, helped during the first quarter as uncertainty about the economy's recovery re-emerged.

Semiannual Report

Fidelity Destiny Portfolios: Destiny I

Fund Talk: The Manager's Overview - continued

Q. What moves restrained performance?

A. The fund was hurt most by my positioning in health care. I felt that owning large-cap drug stocks, which generally are very defensive and historically have tended to produce strong relative earnings in difficult economic times, would be an appropriate strategy. As it turns out, I was wrong. The tone of the entire industry turned negative due to patent expirations, slower product approvals and manufacturing problems. Owning large stakes in some of these companies, including Bristol-Myers Squibb and Merck, detracted from fund results. I scaled back on the fund's drug weighting during the period as I became more cautious about the growth outlook for a group that had very little earnings momentum, was not considered a cyclical play on an economic recovery and faced increased competition from generic drugs. The tone was even more negative in the biotech space, where several smaller holdings such as Protein Design Labs were dragged down with the weakness in the NASDAQ, as the market embraced companies with better near-term earnings prospects.

Q. What's your outlook?

A. I still feel it's best not to place bets on the economy. While I believe a recovery is underway, its continued pace and magnitude remain uncertain. That said, I'd rather focus my energy on trying to pick names that I feel can outperform the market and show good earnings results over the next 12 months regardless of how the economy fares. Due to reduced earnings visibility, I'll continue to take profits in stocks that hit my price targets within some of the more volatile groups, while maintaining a healthy defensive component in the fund.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page <Click Here>.

Fund Facts

Goal: seeks capital growth

Start date: July 10, 1970

Size: as of March 31, 2002, more than $3.9 billion

Manager: Karen Firestone, since 2000; manager, Fidelity Advisor Large Cap Stock Fund and Fidelity Large Cap Stock Fund, since 1998; several Fidelity Select Portfolios, 1986-1997; joined Fidelity in 1983

3

Karen Firestone on issues within the market:

"It's been a challenge finding growth in today's market, but we have found some attractive opportunities recently. During the period, solid research led me to several companies that presented interesting growth stories before their prospects had been fully reflected in their stock prices. Examples ranged from defense stocks such as TRW, which I bought prior to the buyout offer made by Northrop Grumman; to media stocks, including Grupo Televisa, based on its dominance in Mexico's television broadcasting market; to the consumer product portfolios of Fortune Brands and Alberto-Culver, which were growing nicely at the end of the period. These companies are all, in some way, special situations. I'm not looking for industries where everything is going to be perfect. I'm going for outperformance in companies I feel have improving fundamentals. With the economy growing unevenly, it's even more important that I try to consistently identify those companies likely to produce better earnings growth than the overall market.

"I have always had a problem with fuzzy accounting, or accounting too complex for me to understand. Simply put, if I can't figure out a company's financials or what is driving the business, then I don't want to own its stock.

"One area where I feel quite fortunate is in the ability to buy smaller-sized stocks for the fund - those with market capitalizations as low as $2 billion-$3 billion. While it is unlikely that any of these names will ever represent a sizable weighting in the fund, it may be advantageous for me to own a number of smaller positions at any given time if the risk/reward is favorable. Right now, for instance, I have several stocks that fall squarely in the mid-cap range, or $2 billion-$10 billion, and which were central to much of the fund's outperformance during the past six months. I plan to continue to look for similar-type companies that are slightly underfollowed and underappreciated by Wall Street. It's in this kind of challenging economic environment where we could potentially find smaller companies growing very quickly and gaining market share, and not at the mercy of the entire economic system for their well-being."

Semiannual Report

Fidelity Destiny Portfolios: Destiny II

Fund Talk: The Manager's Overview

Market Recap

The equity markets faced an onslaught of disruptive events during the six-month period that ended March 31, 2002, so much so that many market pundits expected the indexes to continue unraveling after the September 11 terrorist attacks sent stocks plummeting across the board. Additionally, fears of future terrorist attacks or additional anthrax incidents were at a feverish pitch, causing both American consumers and corporations to curtail spending. The war in Afghanistan began, fueling greater market uncertainty. A well-respected economic research center said the U.S. had been in a recession for several months, raising more concerns about corporate profitability, as did rising energy prices. Further, some of the nation's largest companies, such as Enron and Kmart, went bankrupt. Enron's sudden collapse fueled an intensified search by the Securities and Exchange Commission for other companies with suspect accounting. Despite the magnitude of these issues, investors by and large looked beyond them, with many opportunistically choosing instead to scoop up stocks at bargain prices. As the period progressed, a number of positive factors also emerged that boosted sentiment for stocks. Consumer spending in several industries, such as automotive and select retail outlets, came back stronger than expected. The Federal Reserve Board reduced key interest rates on three different occasions, bringing them down to their lowest levels in decades. At the same time, inflation remained low by historical standards. Additionally, monthly economic data began to show that the sluggish economy had stabilized, making investors increasingly optimistic about a turnaround. As such, the major equity indexes finished the period higher. The blue chips' Dow Jones Industrial AverageSM returned 18.64%, while the tech-heavy NASDAQ Composite® Index and the large-cap Standard & Poor's 500SM Index rose 23.32% and 10.99%, respectively.

(Portfolio Manager photograph)
An interview with Adam Hetnarski, Portfolio Manager of Destiny II

Q. How did the fund perform, Adam?

A. For the six months ending March 31, 2002, the fund's Class O shares had a total return of 8.59%, while the Standard & Poor's 500 Index finished with a 10.99% mark. The growth funds average tracked by Lipper Inc. did better still, with a return of 12.29%. For the 12 months ending March 31, 2002, the fund returned 1.39%, compared with 0.24% and -2.38% for the S&P 500 and Lipper average, respectively.

Q. Why did the fund underperform the S&P 500 and its Lipper peer group during the six-month period?

A. I was cautious about the markets and positioned the fund defensively, with a big underweighting in the semiconductor segment of technology and a significant underweighting in financials, both of which hurt our performance compared with the S&P 500 and our peer group. Technology had a good run in the fourth quarter of 2001, as investors aggressively bought growth stocks based on optimistic expectations about the economy as a result of the Federal Reserve Board's aggressive cuts in interest rates. However, I saw little indication of an imminent rebound in corporate information technology spending and felt that many tech stocks became overvalued. Additionally, the fund's overweighting in consumer staples, a defensive sector known for its stable earnings growth, was a drawback in the fourth quarter.

Q. Can you provide more details about your reasons for the fund's positioning in financials and technology?

A. I underweighted financials for two reasons. First, I felt that financial stocks would not have the tailwind of Fed rate cuts at their backs for much longer. Second, I thought a fresh wave of credit problems might hamper bank stocks before the economy makes a genuine recovery. In technology, I was mindful of the fact that semiconductors tend to be very cyclical and, with my cautious view about the near-term prospects for the economy, I preferred not to have much exposure there, especially after the tech sector's strong fourth-quarter performance raised valuations. Additionally, I expected a new personal computer cycle to begin soon but preferred to play it from the software side, with a heavy emphasis on Microsoft, which I thought was cheap compared with the shares of most PC manufacturers.

Semiannual Report

Fidelity Destiny Portfolios: Destiny II

Fund Talk: The Manager's Overview - continued

Q. What stocks contributed most to the fund's performance?

A. Microsoft, the fund's largest holding, also was its top contributor. In addition to being reasonably priced, the stock was aided by strong earnings growth, a solid balance sheet and new cycles for the company's Windows and Office software, as well as favorable expectations surrounding the introduction of its Xbox video game console. A second positive contributor, disk drive manufacturer Western Digital, benefited from growing demand for disk drives in the video game console industry. The other two stocks worthy of mention both were in the consumer staples sector and top-10 holdings - beverage maker Coca-Cola and cigarette manufacturer Philip Morris. These stocks were helped by their history of reliable earnings growth, while Philip Morris also responded positively to improving prospects for the favorable resolution of some smoking-related lawsuits.

Q. What stocks detracted from performance?

A. Software holding Computer Associates fell sharply on news that the company was being investigated by the FBI for stock manipulation. Further damage came from scaled-back revenue growth projections. Pharmaceutical stock Bristol-Myers Squibb fell to a four-year low after disappointing research findings on Vanlev, a heart failure medication that appeared to be one of the most promising drugs in the company's pipeline. Two telecommunications detractors, Qwest and AT&T, represented my attempts to buy stocks at good valuations that also had attractive growth prospects. However, a Securities and Exchange Commission investigation into alleged accounting irregularities hampered Qwest, which I sold along with Computer Associates.

Q. What's your outlook, Adam?

A. The Fed's aggressive rate cuts last year could stimulate some kind of economic recovery later in 2002. However, it's also possible that unemployment will creep up again and we'll get a "double dip" in this recession, as we have a number of times in the past. At the moment, I am inclined to favor the double-dip scenario. However, I plan to remain flexible, and if the data begin to show a more favorable pattern than I expect, I will move the fund to a less defensive stance.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page <Click Here>.

Fund Facts

Goal: seeks capital growth

Start date: December 30, 1985

Size: as of March 31, 2002, more than $4.9 billion

Manager: Adam Hetnarski, since 2000; manager, Fidelity Contrafund II, since 2000; Fidelity Export and Multinational Fund, 1998-2000; Fidelity Select Technology Portfolio and Fidelity Advisor Technology Fund, 1996-1998; analyst, networking and electronics industries, 1994-1996; joined Fidelity in 1991

3

Adam Hetnarski on looking for growth in consumer-driven stocks:

"In my search for growth at a reasonable price, I've begun to take a closer look at the aging baby boomers, a huge demographic group born between 1946 and 1964. The boomers have been the source of a number of important economic trends, including the massive wave of late-1990s stock speculation that drove share prices to previously unheard-of heights. The oldest people in this group, now in their mid-50s, generally have a propensity to spend lavishly on recreational vehicles, boats and other big-ticket leisure items. During the period, I added several stocks to the fund that I thought could benefit from this trend. On the other hand, aging baby boomers are not big spenders on clothing, so I think retail clothing companies that target mature adults could have a difficult time of it in the near future.

"It's worth noting that the retail sector was one area that did well during the period, as investors sought shelter in stocks that might benefit from healthy consumer spending. Lower interest rates made it easier for people to refinance their homes, free up cash and continue spending even as corporate capital spending virtually dropped off the map. Going forward, however, I think there may be little room for consumer spending to accelerate and lift us out of this recession, as has happened in a number of prior recessions. Consumer debt remains high and personal bankruptcies continue to increase, whereas normally by this point in the cycle consumers have significantly reined in their spending and pared down debt. I conclude, then, that market sectors that depend on consumer spending but do not have a specific catalyst - such as an infusion of baby boomer capital - could be disappointing for the foreseeable future and I've avoided them as a result."

Semiannual Report

Investment Changes

Top Ten Equity Holdings - Destiny I

as of March 31, 2002

as of September 30, 2001

Microsoft Corp.

Microsoft Corp.

Philip Morris Companies, Inc.

Pfizer, Inc.

General Electric Co.

General Electric Co.

Pfizer, Inc.

Philip Morris Companies, Inc.

Wal-Mart Stores, Inc.

Exxon Mobil Corp.

Intel Corp.

Bristol-Myers Squibb Co.

Exxon Mobil Corp.

Wal-Mart Stores, Inc.

International Business Machines Corp.

AOL Time Warner, Inc.

The Coca-Cola Co.

Fannie Mae

Citigroup, Inc.

Merck & Co., Inc.

Top Ten Equity Holdings - Destiny II

as of March 31, 2002

as of September 30, 2001

Microsoft Corp.

Microsoft Corp.

The Coca-Cola Co.

Bristol-Myers Squibb Co.

Philip Morris Companies, Inc.

Pfizer, Inc.

BellSouth Corp.

Philip Morris Companies, Inc.

Pfizer, Inc.

The Coca-Cola Co.

Lockheed Martin Corp.

AT&T Corp.

ChevronTexaco Corp.

BellSouth Corp.

PepsiCo, Inc.

Cardinal Health, Inc.

American International Group, Inc.

SBC Communications, Inc.

Exxon Mobil Corp.

Johnson & Johnson

Top Five Market Sectors - Destiny I

as of March 31, 2002

% of fund's net assets

as of September 30, 2001

% of fund's net assets

Information Technology

21.1%

Health Care

19.6%

Consumer Discretionary

15.8%

Information Technology

16.3%

Health Care

14.3%

Financials

14.0%

Financials

11.7%

Consumer Discretionary

13.1%

Industrials

11.1%

Consumer Staples

10.5%

Top Five Market Sectors - Destiny II

as of March 31, 2002

% of fund's net assets

as of September 30, 2001

% of fund's net assets

Consumer Staples

17.5%

Health Care

22.7%

Information Technology

14.0%

Information Technology

17.0%

Health Care

13.9%

Consumer Staples

10.8%

Industrials

9.6%

Telecommunication Services

9.5%

Consumer Discretionary

9.6%

Financials

9.2%

Semiannual Report

Fidelity Destiny Portfolios: Destiny I

Investments March 31, 2002 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 94.7%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 15.8%

Auto Components - 1.1%

Michelin SA (Compagnie Generale des Etablissements) Series B

553,300

$ 20,970,939

TRW, Inc.

423,800

21,812,986

42,783,925

Hotels, Restaurants & Leisure - 1.1%

McDonald's Corp.

1,173,100

32,553,525

Starwood Hotels & Resorts Worldwide, Inc. unit

311,000

11,696,710

44,250,235

Household Durables - 0.9%

Fortune Brands, Inc.

242,900

11,991,973

Sony Corp. sponsored ADR

454,900

23,518,330

35,510,303

Leisure Equipment & Products - 0.5%

Mattel, Inc.

892,400

18,597,616

Media - 6.0%

Adelphia Communications Corp. Class A

957,100

14,260,790

AOL Time Warner, Inc. (a)

1,250,700

29,579,055

Belo Corp. Series A

572,000

13,299,000

British Sky Broadcasting Group PLC (BSkyB) sponsored ADR (a)

113,800

8,250,500

Comcast Corp. Class A (special) (a)

498,600

15,855,480

Grupo Televisa SA de CV sponsored ADR (a)

589,500

28,596,645

RTL Group

288,215

11,214,835

Television Francaise 1 SA

400,100

12,419,916

Tribune Co.

789,820

35,905,217

Viacom, Inc. Class B (non-vtg.) (a)

886,465

42,878,312

Vivendi Universal SA sponsored ADR

326,080

12,554,080

Walt Disney Co.

617,990

14,263,209

239,077,039

Multiline Retail - 3.6%

Big Lots, Inc.

1,012,900

14,231,245

Costco Wholesale Corp. (a)

425,700

16,951,374

Wal-Mart Stores, Inc.

1,811,500

111,026,835

142,209,454

Specialty Retail - 2.2%

Best Buy Co., Inc. (a)

275,333

21,806,374

Lowe's Companies, Inc.

1,240,850

53,964,567

Staples, Inc. (a)

531,400

10,612,058

86,382,999

Textiles & Apparel - 0.4%

The Swatch Group AG (Reg.)

680,393

14,683,143

TOTAL CONSUMER DISCRETIONARY

623,494,714

Shares

Value (Note 1)

CONSUMER STAPLES - 10.6%

Beverages - 3.9%

Anheuser-Busch Companies, Inc.

536,000

$ 27,979,200

PepsiCo, Inc.

1,059,100

54,543,650

The Coca-Cola Co.

1,313,700

68,653,962

151,176,812

Food Products - 0.9%

Dean Foods Co. (a)

141,500

10,714,380

Kellogg Co.

547,000

18,362,790

McCormick & Co., Inc. (non-vtg.)

138,200

7,066,166

36,143,336

Household Products - 0.8%

Procter & Gamble Co.

350,000

31,531,500

Personal Products - 1.6%

Alberto-Culver Co. Class B

452,810

24,451,740

Gillette Co.

1,164,900

39,618,249

64,069,989

Tobacco - 3.4%

Philip Morris Companies, Inc.

2,549,370

134,275,318

TOTAL CONSUMER STAPLES

417,196,955

ENERGY - 5.8%

Energy Equipment & Services - 0.8%

Schlumberger Ltd. (NY Shares)

551,000

32,409,820

Oil & Gas - 5.0%

Amerada Hess Corp.

188,900

14,991,104

BP PLC sponsored ADR

309,900

16,455,690

ChevronTexaco Corp.

323,100

29,166,237

Conoco, Inc.

1,343,300

39,197,494

Exxon Mobil Corp.

1,691,100

74,120,913

Phillips Petroleum Co.

381,270

23,943,756

197,875,194

TOTAL ENERGY

230,285,014

FINANCIALS - 11.7%

Banks - 3.5%

Bank of America Corp.

549,900

37,404,198

Bank One Corp.

686,900

28,698,682

FleetBoston Financial Corp.

593,769

20,781,915

Mercantile Bankshares Corp.

123,076

5,324,268

Wachovia Corp.

541,747

20,087,979

Wells Fargo & Co.

557,900

27,560,260

139,857,302

Diversified Financials - 6.7%

American Express Co.

985,800

40,378,368

Charles Schwab Corp.

1,309,900

17,146,591

Citigroup, Inc.

1,377,466

68,212,116

Credit Saison Co. Ltd.

466,100

9,715,542

Fannie Mae

579,900

46,322,412

Freddie Mac

194,900

12,350,813

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - continued

Diversified Financials - continued

JAFCO Co. Ltd.

103,600

$ 7,653,826

Merrill Lynch & Co., Inc.

543,300

30,087,954

Morgan Stanley Dean Witter & Co.

553,900

31,744,009

263,611,631

Insurance - 1.5%

American International Group, Inc.

828,264

59,750,965

TOTAL FINANCIALS

463,219,898

HEALTH CARE - 14.3%

Biotechnology - 2.8%

Alkermes, Inc. (a)

536,900

13,991,614

Amgen, Inc. (a)

401,500

23,961,520

Cell Therapeutics, Inc. (a)

540,300

13,415,649

Cephalon, Inc. (a)

121,600

7,660,800

Geneprot, Inc. (c)

262,000

2,882,000

Human Genome Sciences, Inc. (a)

262,200

5,713,338

Ilex Oncology, Inc. (a)

679,000

11,719,540

Millennium Pharmaceuticals, Inc. (a)

600,397

13,394,857

Myriad Genetics, Inc. (a)

165,400

5,542,554

Protein Design Labs, Inc. (a)

604,300

10,351,659

108,633,531

Health Care Equipment & Supplies - 2.5%

Boston Scientific Corp. (a)

1,002,900

25,162,761

Guidant Corp. (a)

188,600

8,170,152

Medtronic, Inc.

803,500

36,326,235

Stryker Corp.

508,700

30,689,871

100,349,019

Health Care Providers & Services - 0.5%

Trigon Healthcare, Inc. (a)

272,800

20,138,096

Pharmaceuticals - 8.5%

Abbott Laboratories

760,700

40,012,820

Allergan, Inc.

501,600

32,428,440

Bristol-Myers Squibb Co.

627,560

25,409,904

Forest Laboratories, Inc. (a)

228,500

18,668,450

Johnson & Johnson

519,600

33,748,020

Merck & Co., Inc.

474,510

27,322,286

Mylan Laboratories, Inc.

484,200

14,264,532

NPS Pharmaceuticals, Inc. (a)

289,000

9,430,070

Pfizer, Inc.

2,914,125

115,807,328

Schering-Plough Corp.

324,500

10,156,850

Watson Pharmaceuticals, Inc. (a)

227,700

6,168,393

333,417,093

TOTAL HEALTH CARE

562,537,739

INDUSTRIALS - 11.1%

Aerospace & Defense - 1.7%

Boeing Co.

486,400

23,468,800

Shares

Value (Note 1)

Lockheed Martin Corp.

428,400

$ 24,667,272

Northrop Grumman Corp.

154,800

17,500,140

65,636,212

Airlines - 0.6%

AMR Corp. (a)

484,200

12,787,722

Southwest Airlines Co.

645,700

12,494,295

25,282,017

Building Products - 0.6%

American Standard Companies, Inc. (a)

322,700

22,831,025

Commercial Services & Supplies - 0.5%

Paychex, Inc.

407,200

16,165,840

Robert Half International, Inc. (a)

61,900

1,827,288

17,993,128

Construction & Engineering - 0.3%

Fluor Corp.

252,500

10,299,475

Electrical Equipment - 0.2%

Emerson Electric Co.

145,900

8,373,201

Industrial Conglomerates - 4.0%

General Electric Co.

3,144,100

117,746,545

Minnesota Mining & Manufacturing Co.

140,600

16,170,406

Textron, Inc.

489,900

25,033,890

158,950,841

Machinery - 1.2%

Danaher Corp.

139,540

9,910,131

Graco, Inc.

343,300

14,023,805

Illinois Tool Works, Inc.

316,000

22,862,600

46,796,536

Road & Rail - 2.0%

Canadian National Railway Co.

752,240

37,543,576

Union Pacific Corp.

695,500

43,218,370

80,761,946

TOTAL INDUSTRIALS

436,924,381

INFORMATION TECHNOLOGY - 21.1%

Communications Equipment - 2.7%

Brocade Communications System, Inc. (a)

394,000

10,638,000

Cisco Systems, Inc. (a)

2,962,339

50,152,399

Lucent Technologies, Inc.

1,874,100

8,864,493

Nokia Corp. sponsored ADR

593,200

12,302,968

Tekelec (a)

816,500

9,357,090

UTStarcom, Inc. (a)

558,000

14,636,340

105,951,290

Computers & Peripherals - 3.5%

Dell Computer Corp. (a)

1,633,900

42,661,129

EMC Corp. (a)

1,147,800

13,681,776

International Business Machines Corp.

664,900

69,149,600

NCR Corp. (a)

275,300

12,319,675

137,812,180

Electronic Equipment & Instruments - 0.5%

Agilent Technologies, Inc. (a)

319,600

11,173,216

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Instruments - continued

Anritsu Corp.

370,000

$ 2,928,760

Kyocera Corp.

83,800

5,866,000

19,967,976

Internet Software & Services - 0.2%

Check Point Software Technologies Ltd. (a)

249,700

7,590,880

Semiconductor Equipment & Products - 7.9%

Altera Corp. (a)

474,400

10,375,128

Analog Devices, Inc. (a)

599,500

27,001,480

Applied Materials, Inc. (a)

208,900

11,337,003

Chartered Semiconductor Manufacturing
Ltd. ADR (a)

453,000

12,190,230

Integrated Circuit Systems, Inc. (a)

341,280

6,962,112

Integrated Device Technology, Inc. (a)

521,500

17,334,660

Intel Corp.

3,150,900

95,818,869

International Rectifier Corp. (a)

316,900

14,390,429

LAM Research Corp. (a)

207,100

6,072,172

LTX Corp. (a)

719,000

19,549,610

Marvell Technology Group Ltd. (a)

340,300

14,905,140

Micrel, Inc. (a)

421,900

10,640,318

Micron Technology, Inc. (a)

637,340

20,968,486

QLogic Corp. (a)

174,000

8,616,480

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

342,400

7,104,800

Texas Instruments, Inc.

638,500

21,134,350

Tokyo Electron Ltd.

121,300

8,421,961

312,823,228

Software - 6.3%

Adobe Systems, Inc.

349,300

14,073,297

BEA Systems, Inc. (a)

494,600

6,780,966

Microsoft Corp. (a)

3,554,049

214,344,693

Oracle Corp. (a)

994,500

12,729,600

247,928,556

TOTAL INFORMATION TECHNOLOGY

832,074,110

MATERIALS - 0.9%

Construction Materials - 0.5%

Martin Marietta Materials, Inc.

432,100

18,243,262

Metals & Mining - 0.4%

Placer Dome, Inc.

1,505,200

18,223,675

TOTAL MATERIALS

36,466,937

TELECOMMUNICATION SERVICES - 3.4%

Diversified Telecommunication Services - 3.1%

AT&T Corp.

2,188,780

34,363,846

BellSouth Corp.

586,000

21,599,960

Korea Telecom Corp. sponsored ADR

426,600

10,229,868

Shares

Value (Note 1)

SBC Communications, Inc.

541,700

$ 20,281,248

Verizon Communications, Inc.

777,500

35,492,875

121,967,797

Wireless Telecommunication Services - 0.3%

Vodafone Group PLC sponsored ADR

625,500

11,527,965

TOTAL TELECOMMUNICATION SERVICES

133,495,762

TOTAL COMMON STOCKS

(Cost $3,534,610,747)

3,735,695,510

Money Market Funds - 5.6%

Fidelity Cash Central Fund, 1.86% (b)
(Cost $221,197,435)

221,197,435

221,197,435

Cash Equivalents - 0.0%

Maturity Amount

Investments in repurchase agreements (U.S. Treasury Obligations), in a joint trading account at 1.78%, dated 3/29/02 due 4/1/02 (Cost $397,000)

$ 397,059

397,000

TOTAL INVESTMENT PORTFOLIO - 100.3%

(Cost $3,756,205,182)

3,957,289,945

NET OTHER ASSETS - (0.3)%

(11,889,740)

NET ASSETS - 100%

$ 3,945,400,205

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(c) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Geneprot, Inc.

7/7/00

$ 1,441,000

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $1,731,025,444 and $1,876,072,115, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $137,623 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $2,882,000 or 0.1% of net assets.

Income Tax Information

At March 31, 2002, the aggregate cost of investment securities for income tax purposes was $3,819,837,374. Net unrealized appreciation aggregated $137,452,571, of which $621,688,110 related to appreciated investment securities and $484,235,539 related to depreciated investment securities.

At September 30, 2001, the fund had a capital loss carryforward of approximately $78,295,000 all of which will expire on September 30, 2009.

The fund intends to elect to defer to its fiscal year ending September 30,
2002 approximately $645,063,000 of losses recognized during the period November 1, 2000 to September 30, 2001.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Destiny Portfolios: Destiny I

Financial Statements

Statement of Assets and Liabilities

March 31, 2002 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $20,212,433 and repurchase agreements of $397,000)
(cost $3,756,205,182) -
See accompanying schedule

$ 3,957,289,945

Cash

814

Receivable for investments sold

22,762,892

Receivable for fund shares sold

1,257,071

Dividends receivable

4,170,343

Interest receivable

380,032

Other receivables

28,060

Total assets

3,985,889,157

Liabilities

Payable for investments
purchased

$ 15,474,805

Payable for fund shares
redeemed

2,344,194

Accrued management fee

1,319,712

Distribution fees payable

2,313

Other payables and accrued expenses

189,028

Collateral on securities loaned,
at value

21,158,900

Total liabilities

40,488,952

Net Assets

$ 3,945,400,205

Net Assets consist of:

Paid in capital

$ 4,793,416,818

Undistributed net investment
income

3,680,766

Accumulated undistributed net realized gain (loss) on
investments and foreign
currency transactions

(1,052,762,830)

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

201,065,451

Net Assets

$ 3,945,400,205

Class O:
Net Asset Value
, offering price and redemption price per share ($3,934,205,926 ÷ 307,096,122 shares)

$ 12.81

Class N:
Net Asset Value
, offering price and redemption price per share ($11,194,279 ÷ 884,421
shares)

$ 12.66

Statement of Operations

Six months ended March 31, 2002 (Unaudited)

Investment Income

Dividends

$ 21,555,355

Interest

2,019,006

Security lending

157,588

Total income

23,731,949

Expenses

Management fee

$ 8,847,485

Transfer agent fees

146,707

Distribution fees

11,543

Accounting and security lending fees

319,140

Non-interested trustees' compensation

4,777

Custodian fees and expenses

72,472

Registration fees

21,922

Audit

20,090

Legal

18,793

Miscellaneous

26,013

Total expenses before
reductions

9,488,942

Expense reductions

(669,400)

8,819,542

Net investment income (loss)

14,912,407

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(250,063,608)

Foreign currency transactions

(3,579)

Total net realized gain (loss)

(250,067,187)

Change in net unrealized appreciation (depreciation) on:

Investment securities

664,357,243

Assets and liabilities in foreign currencies

(7,507)

Total change in net unrealized
appreciation (depreciation)

664,349,736

Net gain (loss)

414,282,549

Net increase (decrease) in net assets resulting from
operations

$ 429,194,956

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Destiny Portfolios: Destiny I
Financial Statements - continued

Statement of Changes in Net Assets

Six months ended
March 31, 2002
(Unaudited)

Year ended
September 30, 2001

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 14,912,407

$ 36,027,965

Net realized gain (loss)

(250,067,187)

(772,224,376)

Change in net unrealized appreciation (depreciation)

664,349,736

(1,269,642,810)

Net increase (decrease) in net assets resulting from operations

429,194,956

(2,005,839,221)

Distributions to shareholders from net investment income

(37,217,819)

(35,509,009)

Distributions to shareholders from net realized gain

-

(1,034,192,675)

Total distributions

(37,217,819)

(1,069,701,684)

Share transactions - net increase (decrease)

(86,355,798)

590,965,542

Total increase (decrease) in net assets

305,621,339

(2,484,575,363)

Net Assets

Beginning of period

3,639,778,866

6,124,354,229

End of period (including undistributed net investment income of $3,680,766 and undistributed net investment
income of $25,986,178, respectively)

$ 3,945,400,205

$ 3,639,778,866

Financial Highlights - Class O

Six months ended
March 31, 2002

Years ended September 30,

(Unaudited)

2001

2000

1999

1998

1997

Selected Per-Share Data

Net asset value, beginning of period

$ 11.56

$ 22.09

$ 26.54

$ 24.58

$ 25.08

$ 20.41

Income from Investment Operations

Net investment income (loss) E

.05

.12

.20

.42

.44

.49

Net realized and unrealized gain (loss)

1.32

(6.74)

(.77)

4.13

1.56

6.36

Total from investment operations

1.37

(6.62)

(.57)

4.55

2.00

6.85

Distributions from net investment income

(.12)

(.13)

(.44)

(.42)

(.47)

(.45)

Distributions from net realized gain

-

(3.78)

(3.44)

(2.17)

(2.03)

(1.73)

Total distributions

(.12)

(3.91)

(3.88)

(2.59)

(2.50)

(2.18)

Net asset value, end of period

$ 12.81

$ 11.56

$ 22.09

$ 26.54

$ 24.58

$ 25.08

Total Return B, C, D

11.87%

(34.55)%

(3.23)%

18.99%

8.72%

36.29%

Ratios to Average Net Assets F

Expenses before expense reductions

.48% A

.40%

.27%

.32%

.33%

.39%

Expenses net of voluntary waivers, if any

.48% A

.40%

.27%

.32%

.33%

.39%

Expenses net of all reductions

.45% A

.37%

.25%

.31%

.33%

.38%

Net investment income (loss)

.76% A

.75%

.85%

1.55%

1.71%

2.20%

Supplemental Data

Net assets, end of period (000 omitted)

$ 3,934,206

$ 3,633,310

$ 6,121,273

$ 6,977,155

$ 6,206,058

$ 5,960,742

Portfolio turnover rate

94% A

119%

145%

36%

27%

32%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans.

D Total returns would have been lower had certain expenses not been reduced during the periods shown.

E Calculated based on average shares outstanding during the period.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from directed brokerage or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of voluntary waivers reflects expenses after reimbursements by the investment adviser but prior to reductions from directed brokerage or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class N

Six months ended March 31, 2002

Years ended September 30,

(Unaudited)

2001

2000

1999 F

Selected Per-Share Data

Net asset value, beginning of period

$ 11.40

$ 21.90

$ 26.45

$ 27.76

Income from Investment Operations

Net investment income (loss) E

(.01)

(.02)

(.01)

.08

Net realized and unrealized gain (loss)

1.30

(6.66)

(.74)

(1.39)

Total from investment operations

1.29

(6.68)

(.75)

(1.31)

Distributions from net investment income

(.03)

(.04)

(.36)

-

Distributions from net realized gain

-

(3.78)

(3.44)

-

Total distributions

(.03)

(3.82)

(3.80)

-

Net asset value, end of period

$ 12.66

$ 11.40

$ 21.90

$ 26.45

Total Return B, C, D

11.32%

(35.10)%

(3.98)%

(4.72)%

Ratios to Average Net Assets G

Expenses before expense reductions

1.36% A

1.30%

1.14%

1.18% A

Expenses net of voluntary waivers, if any

1.36% A

1.30%

1.14%

1.18% A

Expenses net of all reductions

1.32% A

1.27%

1.12%

1.17% A

Net investment income (loss)

(.12)% A

(.15)%

(.02)%

.68% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 11,194

$ 6,469

$ 3,081

$ 256

Portfolio turnover rate

94% A

119%

145%

36%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans.

D Total returns would have been lower had certain expenses not been reduced during the periods shown.

E Calculated based on average shares outstanding during the period.

F For the period April 30, 1999 (commencement of sale of shares) to September 30, 1999.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from directed brokerage or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of voluntary waivers reflects expenses after reimbursements by the investment adviser but prior to reductions from directed brokerage or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Destiny Portfolios: Destiny II

Investments March 31, 2002 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 89.9%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 9.5%

Auto Components - 1.3%

Michelin SA (Compagnie Generale des Etablissements) Series B

733,924

$ 27,816,872

TRW, Inc.

693,000

35,668,710

63,485,582

Automobiles - 1.8%

Monaco Coach Corp. (a)(f)

1,703,450

41,393,835

Winnebago Industries, Inc. (f)

1,195,500

50,199,045

91,592,880

Hotels, Restaurants & Leisure - 0.4%

Mandalay Resort Group (a)

655,900

20,136,130

Leisure Equipment & Products - 0.7%

Brunswick Corp.

692,700

18,924,564

Hasbro, Inc.

885,100

14,002,282

32,926,846

Media - 2.8%

AOL Time Warner, Inc. (a)

2,085,000

49,310,250

Clear Channel Communications, Inc. (a)

4,000

205,640

Comcast Corp. Class A (special) (a)

1,470,900

46,774,620

Gannett Co., Inc.

193,200

14,702,520

Omnicom Group, Inc.

800

75,520

Tribune Co.

231,200

10,510,352

Viacom, Inc. Class B (non-vtg.) (a)

320,730

15,513,710

137,092,612

Multiline Retail - 0.8%

Wal-Mart Stores, Inc.

689,100

42,234,939

Specialty Retail - 1.4%

Abercrombie & Fitch Co. Class A (a)

251,500

7,746,200

Home Depot, Inc.

400,000

19,444,000

Lowe's Companies, Inc.

126,000

5,479,740

The Limited, Inc.

1,690,420

30,258,518

Williams-Sonoma, Inc. (a)

147,000

6,760,530

69,688,988

Textiles & Apparel - 0.3%

Polo Ralph Lauren Corp. Class A (a)

589,200

17,192,856

TOTAL CONSUMER DISCRETIONARY

474,350,833

CONSUMER STAPLES - 17.5%

Beverages - 8.2%

Anheuser-Busch Companies, Inc.

264,900

13,827,780

Diageo PLC sponsored ADR

713,100

37,416,357

PepsiCo, Inc.

2,423,200

124,794,800

The Coca-Cola Co.

4,461,600

233,163,216

409,202,153

Food Products - 1.0%

Kellogg Co.

457,800

15,368,346

Kraft Foods, Inc. Class A

891,200

34,444,880

49,813,226

Shares

Value (Note 1)

Household Products - 2.7%

Colgate-Palmolive Co.

1,187,300

$ 67,854,195

Procter & Gamble Co.

730,100

65,774,709

133,628,904

Tobacco - 5.6%

Philip Morris Companies, Inc.

3,942,600

207,656,742

RJ Reynolds Tobacco Holdings, Inc.

239,000

15,475,250

UST, Inc.

1,521,800

59,243,674

282,375,666

TOTAL CONSUMER STAPLES

875,019,949

ENERGY - 8.1%

Energy Equipment & Services - 1.6%

Baker Hughes, Inc.

781,900

29,907,675

BJ Services Co. (a)

418,100

14,411,907

Nabors Industries, Inc. (a)

212,300

8,969,675

Noble Drilling Corp. (a)

303,000

12,541,170

Weatherford International, Inc. (a)

251,900

11,997,997

77,828,424

Oil & Gas - 6.5%

ChevronTexaco Corp.

1,384,600

124,987,842

Conoco, Inc.

1,751,800

51,117,524

Exxon Mobil Corp.

1,889,200

82,803,636

Pennzoil-Quaker State Co.

218,900

4,699,783

Royal Dutch Petroleum Co. (NY Shares)

815,300

44,287,096

Valero Energy Corp.

335,900

16,633,768

324,529,649

TOTAL ENERGY

402,358,073

FINANCIALS - 6.2%

Banks - 0.6%

Bank of America Corp.

138,500

9,420,770

Bank One Corp.

117,400

4,904,972

FleetBoston Financial Corp.

484,000

16,940,000

31,265,742

Diversified Financials - 0.2%

American Express Co.

8,400

344,064

Charles Schwab Corp.

11,900

155,771

Citigroup, Inc.

83,600

4,139,872

Freddie Mac

23,640

1,498,067

Goldman Sachs Group, Inc.

12,600

1,137,150

J.P. Morgan Chase & Co.

33,600

1,197,840

Morgan Stanley Dean Witter & Co.

3,850

220,644

8,693,408

Insurance - 5.4%

American International Group, Inc.

1,657,900

119,600,906

Berkshire Hathaway, Inc.:

Class A (a)

794

56,453,400

Class B (a)

22,700

53,776,300

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - continued

Insurance - continued

Cincinnati Financial Corp.

121,700

$ 5,313,422

Prudential Financial, Inc.

1,075,100

33,381,855

268,525,883

TOTAL FINANCIALS

308,485,033

HEALTH CARE - 13.9%

Biotechnology - 1.0%

Geneprot, Inc. (e)

255,000

2,805,000

Gilead Sciences, Inc. (a)

1,086,200

39,092,338

MedImmune, Inc. (a)

63,000

2,477,790

Neurocrine Biosciences, Inc. (a)

172,200

6,989,598

51,364,726

Health Care Equipment & Supplies - 2.6%

Biomet, Inc.

2,451,287

66,331,826

Zimmer Holdings, Inc. (a)

1,879,633

64,001,504

130,333,330

Health Care Providers & Services - 1.3%

Cardinal Health, Inc.

484,431

34,341,314

Service Corp. International (SCI) (a)

5,926,700

31,411,510

65,752,824

Pharmaceuticals - 9.0%

Bristol-Myers Squibb Co.

920,572

37,273,960

Eli Lilly & Co.

134,300

10,233,660

Forest Laboratories, Inc. (a)

671,700

54,877,890

Johnson & Johnson

963,400

62,572,830

King Pharmaceuticals, Inc. (a)

629,500

22,038,795

Pfizer, Inc.

3,515,000

139,686,100

Pharmacia Corp.

461,800

20,817,944

Schering-Plough Corp.

1,216,200

38,067,060

Wyeth

918,200

60,279,830

445,848,069

TOTAL HEALTH CARE

693,298,949

INDUSTRIALS - 9.6%

Aerospace & Defense - 3.5%

Lockheed Martin Corp.

2,248,100

129,445,598

Northrop Grumman Corp.

395,100

44,666,055

174,111,653

Airlines - 0.2%

AMR Corp. (a)

431,800

11,403,838

Commercial Services & Supplies - 1.6%

Allied Waste Industries, Inc. (a)

2,821,280

36,676,640

Avery Dennison Corp.

125,900

7,683,677

Cintas Corp.

226,700

11,303,262

Shares

Value (Note 1)

Herman Miller, Inc.

662,383

$ 15,751,468

Paychex, Inc.

194,700

7,729,590

79,144,637

Industrial Conglomerates - 2.8%

General Electric Co.

1,381,100

51,722,195

Textron, Inc.

959,000

49,004,900

Tyco International Ltd.

1,158,790

37,452,093

138,179,188

Machinery - 0.2%

IDEX Corp.

218,100

8,069,700

Navistar International Corp.

93,100

4,124,330

12,194,030

Marine - 0.1%

Alexander & Baldwin, Inc.

15,000

414,150

Tsakos Energy Navigation Ltd.

193,800

2,951,574

3,365,724

Road & Rail - 1.2%

Canadian National Railway Co.

692,700

34,571,992

P.A.M. Transportation Services, Inc. (a)

150,400

3,805,120

Union Pacific Corp.

398,800

24,781,432

63,158,544

TOTAL INDUSTRIALS

481,557,614

INFORMATION TECHNOLOGY - 14.0%

Communications Equipment - 0.9%

Advanced Fibre Communication, Inc. (a)

362,400

6,954,456

Brocade Communications System, Inc. (a)

356,800

9,633,600

CIENA Corp. (a)

421,300

3,791,700

Cisco Systems, Inc. (a)

138,600

2,346,498

Corning, Inc.

251,900

1,919,478

Finisar Corp. (a)

1,713,800

13,196,260

JDS Uniphase Corp. (a)

608,700

3,585,243

Juniper Networks, Inc. (a)

84,000

1,060,080

McDATA Corp. Class B (a)

84,000

1,016,400

Netscreen Technologies, Inc.

159,400

2,654,010

QUALCOMM, Inc. (a)

4,200

158,088

46,315,813

Computers & Peripherals - 0.9%

Dell Computer Corp. (a)

12,200

318,542

EMC Corp. (a)

649,900

7,746,808

International Business Machines Corp.

285,500

29,692,000

Western Digital Corp. (a)

1,584,000

9,868,320

47,625,670

Electronic Equipment & Instruments - 1.7%

Arrow Electronics, Inc. (a)

1,393,000

38,962,210

Ingram Micro, Inc. Class A (a)

2,638,900

43,673,795

82,636,005

Semiconductor Equipment & Products - 0.8%

Agere Systems, Inc. Class A

6,481,900

25,214,591

Applied Materials, Inc. (a)

100

5,427

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Semiconductor Equipment & Products - continued

ASML Holding NV (NY Shares) (a)

42,800

$ 1,085,836

Ibis Technology Corp. (a)

282,600

4,159,872

Infineon Technologies AG sponsored ADR

300

6,780

Intel Corp.

8,300

252,403

STMicroelectronics NV (NY Shares)

5,800

196,736

Texas Instruments, Inc.

225,400

7,460,740

United Microelectronics Corp. sponsored ADR

200

2,130

38,384,515

Software - 9.7%

Microsoft Corp. (a)

8,015,570

483,419,025

VERITAS Software Corp. (a)

1,600

70,128

483,489,153

TOTAL INFORMATION TECHNOLOGY

698,451,156

MATERIALS - 4.5%

Chemicals - 0.2%

Lyondell Chemical Co.

667,500

11,087,175

Containers & Packaging - 0.8%

Ball Corp.

270,500

12,773,010

Owens-Illinois, Inc. (a)

661,200

11,240,400

Sealed Air Corp. (a)

335,600

15,800,048

39,813,458

Metals & Mining - 3.5%

Alcan, Inc.

816,900

32,299,860

Barrick Gold Corp.

3,213,700

58,766,298

Freeport-McMoRan Copper & Gold, Inc.
Class B (a)

390,400

6,878,848

Newmont Mining Corp.

566,700

15,691,923

Placer Dome, Inc.

4,833,300

58,517,464

172,154,393

TOTAL MATERIALS

223,055,026

TELECOMMUNICATION SERVICES - 5.0%

Diversified Telecommunication Services - 5.0%

AT&T Corp.

4,393,100

68,971,670

BellSouth Corp.

3,795,400

139,898,444

SBC Communications, Inc.

1,040,100

38,941,344

TeraBeam Networks (e)

19,200

4,800

247,816,258

UTILITIES - 1.6%

Electric Utilities - 1.4%

Cinergy Corp.

957,400

34,227,050

TXU Corp.

701,200

38,222,412

72,449,462

Gas Utilities - 0.2%

Kinder Morgan, Inc.

209,900

10,165,457

TOTAL UTILITIES

82,614,919

TOTAL COMMON STOCKS

(Cost $4,067,607,740)

4,487,007,810

Convertible Preferred Stocks - 0.0%

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - 0.0%

Communications Equipment - 0.0%

Chorum Technologies Series E (e)
(Cost $465,480)

27,000

$ 42,660

Corporate Bonds - 0.3%

Moody's Ratings
(unaudited)

Principal Amount

Convertible Bonds - 0.2%

FINANCIALS - 0.2%

Diversified Financials - 0.2%

Elan Finance Corp. Ltd. liquid yield option note 0% 12/14/18 (d)

Ba3

$ 19,620,000

9,619,686

INFORMATION TECHNOLOGY - 0.0%

Software - 0.0%

Cyras Systems, Inc. 4.5% 8/15/05 (d)

-

1,525,000

1,784,250

TOTAL CONVERTIBLE BONDS

11,403,936

Nonconvertible Bonds - 0.1%

CONSUMER DISCRETIONARY - 0.1%

Internet & Catalog Retail - 0.1%

Amazon.com, Inc. 0% 5/1/08 (c)

B3

5,000,000

4,250,000

TOTAL CORPORATE BONDS

(Cost $16,501,732)

15,653,936

Money Market Funds - 11.7%

Shares

Fidelity Cash Central Fund, 1.86% (b)
(Cost $582,162,286)

582,162,286

582,162,286

Cash Equivalents - 0.0%

Maturity Amount

Investments in repurchase agreements (U.S. Treasury Obligations), in a joint trading account at 1.78%, dated 3/29/02 due 4/1/02
(Cost $1,126,000)

$ 1,126,167

1,126,000

TOTAL INVESTMENT PORTFOLIO - 101.9%

(Cost $4,667,863,238)

5,085,992,692

NET OTHER ASSETS - (1.9)%

(95,345,500)

NET ASSETS - 100%

$ 4,990,647,192

Legend

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(c) Debt obligation initially issued in zero coupon form which converts to coupon form at a specified rate and date. The rate shown is the rate at period end.

(d) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $11,403,936 or 0.2% of net assets.

(e) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Chorum Technologies Series E

9/19/00

$ 465,480

Geneprot, Inc.

7/7/00

$ 1,402,500

TeraBeam Networks

4/7/00

$ 72,000

(f) Affiliated company

Transactions during the period with companies which are or were affiliates are as follows:

Affiliate

Purchase
Cost

Sales
Cost

Dividend
Income

Value

Hutchinson
Technology, Inc.

$ 1,994,871

$ 18,969,188

$ -

$ -

Ingram Micro, Inc.
Class A

-

-

-

-

Monaco Coach Corp.

4,586,096

-

-

41,393,835

Western Digital Corp.

2,622,385

4,839,446

-

-

Winnebago
Industries, Inc.

6,124,025

620,923

-

50,199,045

TOTALS

$ 15,327,377

$ 24,429,557

$ -

$ 91,592,880

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $5,567,604,991 and $5,679,141,487, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $506,791 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $2,852,460 or 0.1% of net assets.

Income Tax Information

At March 31, 2002, the aggregate cost of investment securities for income tax purposes was $4,722,089,814. Net unrealized appreciation aggregated $363,902,878, of which $509,453,246 related to appreciated investment securities and $145,550,368 related to depreciated investment securities.

The fund intends to elect to defer to its fiscal year ending September 30,
2002 approximately $264,331,000 of losses recognized during the period November 1, 2000 to September 30, 2001.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Destiny Portfolios: Destiny II

Financial Statements

Statement of Assets and Liabilities

March 31, 2002 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $26,378,068 and repurchase agreements of $1,126,000)
(cost $4,667,863,238) -
See accompanying schedule

$ 5,085,992,692

Receivable for investments sold

169,770,487

Receivable for fund shares sold

652,114

Dividends receivable

5,171,097

Interest receivable

1,103,936

Other receivables

14,137

Total assets

5,262,704,463

Liabilities

Payable to custodian bank

$ 12,124

Payable for investments
purchased

241,779,854

Payable for fund shares
redeemed

1,226,878

Accrued management fee

1,633,256

Distribution fees payable

12,480

Other payables and accrued expenses

184,479

Collateral on securities loaned, at value

27,208,200

Total liabilities

272,057,271

Net Assets

$ 4,990,647,192

Net Assets consist of:

Paid in capital

$ 5,035,378,744

Undistributed net investment
income

4,509,569

Accumulated undistributed net realized gain (loss) on investments and foreign currency
transactions

(467,365,404)

Net unrealized appreciation (depreciation) on investments
and assets and liabilities in
foreign currencies

418,124,283

Net Assets

$ 4,990,647,192

Class O:
Net Asset Value
, offering price and redemption price per share ($4,930,295,622 ÷ 452,022,529 shares)

$ 10.91

Class N:
Net Asset Value, offering price and redemption price per share ($60,351,570 ÷ 5,613,238 shares)

$ 10.75

Statement of Operations

Six months ended March 31, 2002 (Unaudited)

Investment Income

Dividends

$ 26,948,389

Interest

4,681,567

Security lending

126,337

Total income

31,756,293

Expenses

Management fee

$ 14,328,618

Transfer agent fees

260,929

Distribution fees

63,932

Accounting and security lending fees

337,316

Non-interested trustees' compensation

8,852

Custodian fees and expenses

117,072

Registration fees

20,691

Audit

21,027

Legal

21,989

Miscellaneous

31,310

Total expenses before
reductions

15,211,736

Expense reductions

(1,962,350)

13,249,386

Net investment income (loss)

18,506,907

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities (including realized gain of $2,916,318
on sales of investments in
affiliated issuers)

(76,749,548)

Foreign currency transactions

(67,246)

Total net realized gain (loss)

(76,816,794)

Change in net unrealized appreciation (depreciation) on:

Investment securities

449,376,953

Assets and liabilities in foreign currencies

14,762

Total change in net unrealized
appreciation (depreciation)

449,391,715

Net gain (loss)

372,574,921

Net increase (decrease) in net assets resulting from
operations

$ 391,081,828

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Destiny Portfolios: Destiny II
Financial Statements - continued

Statement of Changes in Net Assets

Six months ended
March 31, 2002
(Unaudited)

Year ended
September 30,
2001

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 18,506,907

$ 35,985,464

Net realized gain (loss)

(76,816,794)

(177,679,714)

Change in net unrealized appreciation (depreciation)

449,391,715

(1,597,661,078)

Net increase (decrease) in net assets resulting from operations

391,081,828

(1,739,355,328)

Distributions to shareholders from net investment income

(44,922,326)

(31,124,388)

Distributions to shareholders from net realized gain

-

(702,043,526)

Total distributions

(44,922,326)

(733,167,914)

Share transactions - net increase (decrease)

82,374,118

772,468,684

Total increase (decrease) in net assets

428,533,620

(1,700,054,558)

Net Assets

Beginning of period

4,562,113,572

6,262,168,130

End of period (including undistributed net investment income of $4,509,569 and undistributed net investment income of $32,312,881, respectively)

$ 4,990,647,192

$ 4,562,113,572

Financial Highlights - Class O

Six months ended
March 31, 2002

Years ended September 30,

(Unaudited)

2001

2000

1999

1998

1997

Selected Per-Share Data

Net asset value, beginning of period

$ 10.14

$ 16.13

$ 14.76

$ 14.07

$ 14.40

$ 11.61

Income from Investment Operations

Net investment income (loss) E

.04

.08

.06

.12

.18

.27

Net realized and unrealized gain (loss)

.83

(4.19)

2.85

3.73

.71

3.52

Total from investment operations

.87

(4.11)

2.91

3.85

.89

3.79

Distributions from net investment income

(.10)

(.08)

(.11)

(.12)

(.25)

(.25)

Distributions from net realized gain

-

(1.80)

(1.43)

(3.04)

(.97)

(.75)

Total distributions

(.10)

(1.88)

(1.54)

(3.16)

(1.22)

(1.00)

Net asset value, end of period

$ 10.91

$ 10.14

$ 16.13

$ 14.76

$ 14.07

$ 14.40

Total Return B, C, D

8.59%

(27.64)%

20.25%

30.06%

6.64%

34.72%

Ratios to Average Net Assets F

Expenses before expense reductions

.61% A

.60%

.58%

.48%

.48%

.54%

Expenses net of voluntary waivers, if any

.61% A

.60%

.58%

.48%

.48%

.54%

Expenses net of all reductions

.53% A

.55%

.56%

.47%

.48%

.53%

Net investment income (loss)

.76% A

.67%

.37%

.79%

1.23%

2.11%

Supplemental Data

Net assets, end of period (000 omitted)

$ 4,930,296

$ 4,523,725

$ 6,242,943

$ 5,226,303

$ 3,969,409

$ 3,609,144

Portfolio turnover rate

252% A

196%

113%

77%

106%

35%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans.

D Total returns would have been lower had certain expenses not been reduced during the periods shown.

E Calculated based on average shares outstanding during the period.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from directed brokerage or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of voluntary waivers reflects expenses after reimbursements by the investment adviser but prior to reductions from directed brokerage or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class N

Six months ended
March 31, 2002

Years ended September 30,

(Unaudited)

2001

2000

1999 F

Selected Per-Share Data

Net asset value, beginning of period

$ 9.97

$ 15.94

$ 14.72

$ 15.35

Income from Investment Operations

Net investment income (loss) E

(.01)

(.03)

(.08)

.00

Net realized and unrealized gain (loss)

.81

(4.14)

2.83

(.63)

Total from investment operations

.80

(4.17)

2.75

(.63)

Distributions from net investment income

(.02)

-

(.10)

-

Distributions from net realized gain

-

(1.80)

(1.43)

-

Total distributions

(.02)

(1.80)

(1.53)

-

Net asset value, end of period

$ 10.75

$ 9.97

$ 15.94

$ 14.72

Total Return B, C, D

8.03%

(28.32)%

19.13%

(4.10)%

Ratios to Average Net Assets G

Expenses before expense reductions

1.49% A

1.50%

1.45%

1.35% A

Expenses net of voluntary waivers, if any

1.49% A

1.50%

1.45%

1.35% A

Expenses net of all reductions

1.41% A

1.44%

1.43%

1.33% A

Net investment income (loss)

(.12)% A

(.23)%

(.51)%

(.07)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 60,352

$ 38,389

$ 19,225

$ 1,524

Portfolio turnover rate

252% A

196%

113%

77%

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans.

D Total returns would have been lower had certain expenses not been reduced during the periods shown.

E Calculated based on average shares outstanding during the period.

F For the period April 30, 1999 (commencement of sale of shares) to September 30, 1999.

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from directed brokerage or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of voluntary waivers reflects expenses after reimbursements by the investment adviser but prior to reductions from directed brokerage or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Notes to Financial Statements

For the period ended March 31, 2002 (Unaudited)

1. Significant Accounting Policies.

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

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

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the funds:

Security Valuation. Net asset value per share is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Securities for which quotations are readily available are valued at the last sale price, or if no sale price, at the closing bid price. Foreign securities are valued based on quotations from the principal market in which such securities are normally traded. If trading or events occurring in other markets after the close of the principal market in which foreign securities are traded, and before the close of business of the fund, are expected to materially affect the value of those securities, then they are valued at their fair value taking this trading or these events into account. Fair value is determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Securities (including restricted securities) for which quotations are not readily available (and in certain cases debt securities which trade on an exchange) are valued primarily using dealer-supplied valuations or at their fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost or original cost plus accrued interest, both of which approximate current value. Investments in open-end investment companies are valued at their net asset value each business day.

Foreign Currency. Certain funds may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rate at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Income Taxes. As a qualified regulated investment company under Subchapter M of the Internal Revenue Code, each fund is not subject to income taxes to the extent that it distributes all of its taxable income for the fiscal year. The schedules of investments include information, if any, regarding income taxes under the caption "Income Tax Information."

Investment Income. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the funds are informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income, which includes amortization of premium and accretion of discount on debt securities, as required, is accrued as earned. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among the funds in the trust.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan) non-interested Trustees must defer receipt of a portion of, and may elect to defer receipt of an additional portion of, their annual compensation. Deferred amounts are treated as though equivalent dollar amounts had been invested in shares of each applicable fund or are invested in a cross-section of other Fidelity funds. Deferred amounts remain in the fund until distributed in accordance with the Plan.

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

Income and capital gain distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences are primarily due to differing treatments for litigation proceeds, foreign currency transactions, passive foreign investment companies (PFIC), market discount and losses deferred due to wash sales and excise tax regulations.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to paid in capital. Temporary book and tax basis differences will reverse in a subsequent period.

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

2. Operating Policies.

Joint Trading Account. Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (the SEC), certain funds, along with other affiliated entities of Fidelity Management & Research Company (FMR), may transfer uninvested cash balances into one or more joint trading accounts. These balances are invested in one or more repurchase agreements for U.S. Treasury or Federal Agency obligations.

Repurchase Agreements. The underlying U.S. Treasury, Federal Agency, or other obligations found to be satisfactory by FMR are transferred to an account of the funds, or to the Joint Trading Account, at a custodian bank. The securities are marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest). FMR, the funds' investment adviser, is responsible for determining that the value of the underlying securities remains in accordance with the market value requirements stated above.

Restricted Securities. Certain funds may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included under the captions "Legend" and/or "Other Information" at the end of each applicable fund's Schedule of Investments.

3. Purchases and Sales of Investments.

Information regarding purchases and sales of securities is included under the caption "Other Information" at the end of each applicable fund's Schedule of Investments.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide Destiny I and Destiny II with investment management related services for which the funds pay a monthly management fee.

The management fee is the sum of an individual fund fee rate and a group fee rate. The individual fund fee rate is applied to each fund's average net assets. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, each fund's annualized management fee rate expressed as a percentage of each fund's average net assets was as follows:

Individual Rate

Group
Rate

Total

Destiny I

.17%

.28%

.45%

Destiny II

.30%

.28%

.58%

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the funds have adopted a Distribution and Service Plan for Class N. During the period, Class N of each fund paid Fidelity Distributors Corporation (FDC), an affiliate of FMR, a Service fee

Semiannual Report

based on an annual rate of .25% of average net assets. For the period, Class N of each fund paid FDC as follows.

Paid to FDC

Destiny I

$ 11,543

Destiny II

$ 63,932

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

Destiny I

Amount

% of
Average
Net Assets

Class O

$ 117,801

.01

Class N

28,906

.63

$ 146,707

Destiny II

Amount

% of
Average
Net Assets

Class O

$ 100,729

.01

Class N

160,200

.63

$ 260,929

Accounting and Security Lending Fees. FSC maintains each fund's accounting records and administers the security lending program. The security lending fee is based on the number and duration of lending transactions. The accounting fee is based on the level of average net assets for the month plus out-of-pocket expenses.

Central Funds. The funds may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the funds are recorded as income in the accompanying financial statements. Distributions from the Central Funds are noted in the table below:

Income
Distributions

Destiny I

$ 2,364,189

Destiny II

$ 5,145,101

Brokerage Commissions. Certain funds placed a portion of their portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms are shown under the caption "Other Information" at the end of each applicable fund's Schedule of Investments.

5. Committed Line of Credit.

Certain funds participate with other funds managed by FMR in a $3.5 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The funds have agreed to pay commitment fees on their pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit.

6. Security Lending.

Certain funds lend portfolio securities from time to time in order to earn additional income. Each applicable fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the funds and any additional required collateral is delivered to the funds on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Cash collateral is invested in cash equivalents. The value of loaned securities and cash collateral at period end are disclosed on the fund's Statement of Assets and Liabilities.

7. Expense Reductions.

Certain security trades were directed to brokers who paid a portion of certain funds expenses. In addition, through arrangements with certain funds custodian and each class' transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. All of the applicable expense reductions are noted in the table below.

Directed
Brokerage

Custody
expense
reduction

Transfer
Agent
expense
reduction

Destiny I

$ 668,392

$ 902

$ -

Class O

-

-

106

Destiny II

1,950,987

11,363

-

Class O

-

-

-

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Destiny I

Six months ended March 31, 2002

Year ended September 30,
2001

From net investment income

Class O

$ 37,196,544

$ 35,501,102

Class N

21,275

7,907

Total

$ 37,217,819

$ 35,509,009

From net realized gain

Class O

$ -

$ 1,033,475,114

Class N

-

717,561

Total

$ -

$ 1,034,192,675

$ 37,217,819

$ 1,069,701,684

Destiny II

Six months ended March 31, 2002

Year ended September 30,
2001

From net investment income

Class O

$ 44,830,641

$ 31,124,388

Class N

91,685

-

Total

$ 44,922,326

$ 31,124,388

From net realized gain

Class O

$ -

$ 699,284,611

Class N

-

2,758,915

Total

$ -

$ 702,043,526

$ 44,922,326

$ 733,167,914

Semiannual Report

9. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended
March 31,

Year ended September 30,

Six months ended
March 31,

Year ended September 30,

Destiny I

2002

2001

2002

2001

Class O
Shares sold

4,974,625

10,684,344

$ 62,316,746

$ 163,882,083

Reinvestment of distributions

2,462,453

57,185,298

30,879,139

892,089,670

Shares redeemed

(14,525,590)

(30,751,922)

(183,460,775)

(471,359,914)

Net increase (decrease)

(7,088,512)

37,117,720

$ (90,264,890)

$ 584,611,839

Class N
Shares sold

346,957

407,590

$ 4,283,370

$ 6,031,201

Reinvestment of distributions

1,540

46,623

19,130

721,734

Shares redeemed

(31,562)

(27,460)

(393,408)

(399,232)

Net increase (decrease)

316,935

426,753

$ 3,909,092

$ 6,353,703

Shares

Dollars

Six months ended
March 31,

Year ended September 30,

Six months ended
March 31,

Year ended September 30,

Destiny II

2002

2001

2002

2001

Class O
Shares sold

16,086,375

33,276,875

$ 173,456,464

$ 410,790,176

Reinvestment of distributions

3,811,148

56,257,158

41,011,228

700,402,602

Shares redeemed

(13,897,093)

(30,459,153)

(150,837,532)

(370,432,873)

Net increase (decrease)

6,000,430

59,074,880

$ 63,630,160

$ 740,759,905

Class N
Shares sold

1,880,830

2,593,284

$ 19,998,398

$ 31,000,468

Reinvestment of distributions

7,366

223,123

78,293

2,751,105

Shares redeemed

(124,867)

(172,711)

(1,332,733)

(2,042,794)

Net increase (decrease)

1,763,329

2,643,696

$ 18,743,958

$ 31,708,779

10. Transactions with Affiliated Companies.

An affiliated company is a company which the fund has ownership of at least 5% of the voting securities. Information regarding transactions with affiliated companies is included in "Other Information" at the end of each applicable fund's Schedule of Investments.

Semiannual Report

Semiannual Report

Semiannual Report

Fidelity
Destiny Portfolios:
Destiny I - Class O
Destiny II - Class O

82 Devonshire Street,
Boston, Massachusetts 02109

INVESTMENT ADVISER

Fidelity Management & Research Company
Boston, MA

INVESTMENT SUB-ADVISERS

FMR Co., Inc.
Fidelity Management & Research (U.K.) Inc.
Fidelity Management & Research (Far East) Inc.
Fidelity Investments Japan Limited

GENERAL DISTRIBUTOR

Fidelity Distributors Corporation
Boston, MA

TRANSFER AND SHAREHOLDER
SERVICING AGENT

Fidelity Service Company, Inc.
Boston, MA

CUSTODIAN

State Street Bank and Trust Company
Boston, MA

(Recycle graphic)   Printed on recycled paper
6i-156576

DES-SANN-0502

1.702317.104