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Supplement to the
Fidelity Destiny^® Portfolios:
Destiny I - Class N
November 29, 2004
Prospectus

<R>In connection with the launch of new Advisor Classes, Class N has been renamed Class A. All references to Class N herein and elsewhere throughout this prospectus should be replaced with Class A.</R>

<R>The following information replaces the similar information found on the Front Cover.</R>

<R>Shares of Class A of the fund are available through Fidelity Systematic Investment Plans: Destiny Plans I: A (the "Destiny Plan"), a unit investment trust. Details of the Destiny Plan, including the Creation and Sales Charges, are discussed in the prospectus for the Destiny Plan. Prospective investors should read this prospectus in conjunction with the Destiny Plan's prospectus.</R>

<R>The following sentence found in the "Buying Shares" section on page F-8 has been deleted.</R>

<R>The fund will only offer its Class N shares to the general public through the Destiny Plan.</R>

<R>The following unaudited information for Class A is for the six months ended March 31, 2005 and supplements the similar information found in the "Appendix" section on page F-15. </R>

<R>Financial Highlights </R>
	<R>Six months ended March 31, 2005</R>
	<R>(Unaudited)</R>
<R>Selected Per-Share Data</R>
<R>Net asset value, beginning of period </R>	<R>$ 11.62</R>
<R>Income from Investment Operations</R>
<R>Net investment income (loss)^E </R>	<R> .07^F</R>
<R>Net realized and unrealized gain (loss) </R>	<R> .57</R>
<R>Total from investment operations </R>	<R> .64</R>
<R>Distributions from net investment income </R>	<R> (.08)</R>
<R>Distributions from net realized gain </R>	<R> -</R>
<R>Total distributions </R>	<R> (.08)</R>
<R>Net asset value, end of period </R>	<R>$ 12.18</R>
<R>Total Return^{B, C, D} </R>	<R> 5.50%</R>
<R>Ratios to Average Net Assets^G</R>
<R>Expenses before expense reductions </R>	<R> 1.10%^A</R>
<R>Expenses net of voluntary waivers, if any </R>	<R> 1.10%^A</R>
<R>Expenses net of all reductions </R>	<R> 1.08%^A</R>
<R>Net investment income (loss) </R>	<R> 1.08%^{A, F}</R>
<R>Supplemental Data</R>
<R>Net assets, end of period (000 omitted) </R>	<R>$ 65,373</R>
<R>Portfolio turnover rate </R>	<R> 60%</R>
<R>^A Annualized</R> <R>^B Total returns for periods of less than one year are not annualized.</R> <R>^C Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans.</R> <R>^D Total returns would have been lower had certain expenses not been reduced during the periods shown.</R> <R>^E Calculated based on average shares outstanding during the period.</R> <R>^F Investment income per share reflects a special dividend which amounted to $.05 per share. Excluding the special dividend, the ratio of net investment income to average net assets would have been .21%.</R> <R>^G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements 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 any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.</R>

On or about July 6, 2005, Class N shares of the Portfolios may no longer be exchanged for Class T shares of Fidelity Advisor funds.

The following information replaces the similar information found in the "Valuing Shares" section on page F-7.

The fund's assets are valued primarily on the basis of market quotations or official closing prices. Certain short-term securities are valued on the basis of amortized cost. If market quotations or official closing prices are not readily available or do not accurately reflect fair value for a security or if a security's value has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded, that security will be valued by another method that the Board of Trustees believes accurately reflects fair value in accordance with the Board's fair value pricing policies. For example, arbitrage opportunities may exist when trading in a portfolio security or securities is halted and does not resume before the fund calculates its NAV. These arbitrage opportunities may enable short-term traders to dilute the NAV of long-term investors. Securities trading in overseas markets present time zone arbitrage opportunities when events affecting portfolio security values occur after the close of the overseas market but prior to the close of the U.S. market. Fair value pricing may be used for high yield debt and floating rate loans when available pricing information is stale or is determined for other reasons not to accurately reflect fair value. To the extent the fund invests in other open-end funds, the fund will calculate its NAV using the NAV of the underlying funds in which it invests. The fund may invest in other Fidelity funds that use the same fair value pricing policies as the fund or in Fidelity money market funds. A security's valuation may differ depending on the method used for determining value. Fair valuation of a fund's portfolio securities can serve to reduce arbitrage opportunities available to short-term traders, but there is no assurance that fair value pricing policies will prevent dilution of the fund's NAV by short-term traders. While the fund has policies regarding excessive trading, these too may not be effective to prevent short-term NAV arbitrage trading, particularly in regard to omnibus accounts.

<R>DESIN-05-04 July 11, 2005
1.808150.104</R>

The following information supplements the information found in the "Buying and Selling Shares" section beginning on page F-8.

Frequent purchases and sales of fund shares can harm shareholders in various ways, including reducing the returns to long-term shareholders by increasing costs to the fund (such as brokerage commissions), disrupting portfolio management strategies, and diluting the value of the shares of long-term shareholders in cases in which fluctuations in markets are not fully priced into the fund's NAV. Accordingly, the Board of Trustees has adopted policies and procedures designed to discourage excessive or short-term trading of fund shares. However, there is the risk that the fund's policies and procedures will prove ineffective in whole or in part to detect or prevent frequent trading. The fund may alter its policies at any time without prior notice to shareholders.

There is no minimum holding period and shareholders can sell their shares at any time. Shareholders will ordinarily comply with the fund's policies regarding excessive trading by allowing 90 days to pass after each investment before they sell or exchange from the fund. The fund may take action if shares are held longer than 90 days if the trading is disruptive for other reasons such as unusually large trade size. The fund reserves the right, but does not have the obligation, to reject any purchase or exchange transaction at any time. In addition, FMR reserves the right to impose restrictions on purchases or exchanges at any time on conditions that are more restrictive on disruptive, excessive, or short-term trading than those that are otherwise stated in this prospectus.

Excessive trading activity is measured by the number of roundtrip transactions in a shareholder's account. A roundtrip transaction occurs when a shareholder buys and then sells shares of a fund within 30 days. Shareholders are limited to two roundtrip transactions per fund within any rolling 90-day period, subject to an overall limit of four roundtrip transactions across all Fidelity funds over a rolling 12-month period. Roundtrip transactions are counted at the shareholder account level for this purpose and each class of a multiple class fund is treated separately. Transactions of $1,000 or less, systematic withdrawal and/or contribution programs, mandatory retirement distributions, and transactions initiated by a plan sponsor will not count toward the roundtrip limits. For employer-sponsored retirement plans, only participant directed exchanges will count toward the roundtrip limits.

Shareholders with two or more roundtrip transactions in a single fund within a rolling 90-day period will be blocked from making additional purchases or exchange purchases of the fund for 85 days. Shareholders with four or more roundtrip transactions across all Fidelity funds within any rolling 12-month period will be blocked for 85 days from additional purchases or exchange purchases across all Fidelity funds. Any roundtrip within 12 months of the expiration of a multi-fund block will initiate another multi-fund block for an 85-day period. For repeat offenders, FMR may, but does not have the obligation to, impose long-term or permanent blocks on purchase or exchange purchase transactions in any account under the shareholder's common control at any time, other than a participant's account held through an employer-sponsored retirement plan. Employer-sponsored retirement plan participants whose activity triggers a purchase or exchange block will be permitted a minimum of one trade every calendar quarter. In the event of a block, employer and participant contributions and loan repayments by the participant may still be invested in the fund. FMR reserves the right, but does not have the obligation to, impose restrictions on purchases or exchanges at any time on conditions that are more restrictive on disruptive, excessive, or short-term trading than those that are otherwise stated in this prospectus.

Qualified wrap programs will be monitored by matching the adviser's orders for purchase, exchange, or sale transactions in fund shares to determine if the adviser's orders comply with the fund's frequent trading policies. Excessive trading by an adviser will lead to fund blocks and the wrap program will cease to be a qualified wrap program. Additions to and withdrawals from a qualified wrap program by the adviser's client will not be matched with transactions initiated by the adviser, but client initiated transactions are subject to the fund's policies on frequent trading and individual clients may be subject to restrictions due to their frequent trading in a wrap account. Commencing no later than March 31, 2005, wrap account client purchases and sale transactions will be monitored under the fund's monitoring policy as though the wrap clients were fund shareholders. A qualified wrap program is: i) a program whose adviser certifies that it has investment discretion over $100 million or more in client assets invested in mutual funds at the time of the certification, ii) a program in which the adviser directs transactions in the accounts participating in the program in concert with changes in a model portfolio, and iii) managed by an adviser who agrees to give FMR sufficient information to permit FMR to identify the individual accounts in the wrap program.

The fund's excessive trade monitoring policy described above does not apply to transactions initiated by the trustee or adviser to a donor-advised charitable gift fund, qualified fund-of-funds or other strategy funds, or omnibus accounts. Trustees or advisers of donor-advised charitable gift funds must certify that they either work from an asset allocation model or direct transactions in the donor accounts in concert with changes in a model portfolio and that donors are limited in their ability to influence investments by the trust. A qualified fund-of-fund is a mutual fund or other strategy fund consisting of qualified plan assets that either applies the fund's policies on frequent trading to shareholders at the top-fund level, or demonstrates that it has policies designed to control frequent trading and that they are reasonably likely to be effective as determined by the fund's Treasurer. The adviser to the top-fund level must also demonstrate to the fund's Treasurer that its investment strategy will not lead to excessive trading. Strategy funds must commence monitoring for excessive trading no later than March 31, 2005. Omnibus accounts are maintained by intermediaries acting on behalf of multiple investors whose individual trades are not ordinarily disclosed to the fund. Short-term trading by these investors is likely to go undetected by the fund and may increase costs and disrupt portfolio management. The fund will monitor aggregate trading in qualified fund-of-funds and known omnibus accounts to attempt to identify disruptive trades, focusing on transactions in excess of $250,000. There is no assurance that these policies will be effective, or will successfully detect or deter market timing.

The fund's Treasurer is authorized to suspend the fund's policies during periods of severe market turbulence or national emergency and to grant exemptions from the policy. There is no assurance that the fund's Treasurer will exercise this authority or that by exercising this authority the fund will be protected from the risks associated with frequent trading. The actions of the Treasurer are periodically reviewed with the Board of Trustees.

The following information replaces the similar information found in the "Buying Shares" section on page F-8.

For example, the fund may reject any purchase orders, including exchanges, from market timers or investors that, in FMR's opinion, may be disruptive to the fund.

Effective on or about July 6, 2005, the following information replaces the similar information found in the "Buying and Selling Shares" section on page F-9.

Automatically	Use Fidelity Systematic Exchange Program to exchange to Class A of a Fidelity fund that offers Advisor classes of shares. Use Fidelity Systematic Withdrawal Program to set up periodic redemptions from your Class N account.
Phone	Call your investment professional or call Fidelity at the appropriate number found in "General Information" to initiate a wire transaction or to request a check for your redemption. Exchange to Class A of a Fidelity fund that offers Advisor classes of shares. Call your investment professional or call Fidelity at the appropriate number found in "General Information."

Effective on or about July 6, 2005, the following information replaces the similar information found in the "Exchanging Shares" section on page F-10.

As a Class N shareholder, you have the privilege of exchanging shares of the fund for Class A shares of Fidelity funds that offer Advisor classes of shares. The exchange privilege is available only to those investors who hold shares of the fund directly.

The information regarding the four exchange limit found in the "Exchanging Shares" section on page F-10 is no longer applicable.

Effective on or about July 6, 2005, the following information replaces the similar information found in the "Account Features and Policies" section on page F-11.

Fidelity Systematic Exchange Program
To move money from Class N to Class A of a Fidelity fund that offers Advisor classes of shares.

Minimum

$100

Frequency

Monthly, quarterly,
semi-annually, or annually

Procedures

To set up, call your investment professional or call Fidelity at the appropriate number found in "General Information" after both accounts are opened.
To make changes, call your investment professional or call Fidelity at the appropriate number found in "General Information." Call at least 2 business days prior to your next scheduled exchange date.
The account from which the exchanges are to be processed must have a minimum balance of $10,000. The account into which the exchange is being processed must have a minimum balance of $1,000.

The following information replaces similar information found in the "Fund Management" section on page F-13.

Timothy Cohen is vice president and manager of Destiny I, which he has managed since May 2005. He also manages other Fidelity funds. Since joining Fidelity Investments in 1996, Mr. Cohen has worked as an analyst and manager.

Supplement to the
Fidelity Destiny^® Portfolios:
Destiny II - Class N
November 29, 2004
Prospectus

<R>The following information replaces the similar information found on the Front Cover.</R>

<R>The following sentence found in the "Buying Shares" section on page F-8 has been deleted.</R>

<R>The fund will only offer its Class N shares to the general public through the Destiny Plan.</R>

<R>The following unaudited information for Class A is for the six months ended March 31, 2005 and supplements the similar information found in the "Appendix" section on page F-15. </R>

<R>Financial Highlights</R>
	<R>Six months ended March 31, 2005</R>
	<R>(Unaudited)</R>
<R>Selected Per-Share Data</R>
<R>Net asset value, beginning of period </R>	<R>$ 10.80</R>
<R>Income from Investment Operations</R>
<R>Net investment income (loss)^E </R>	<R> .09^F</R>
<R>Net realized and unrealized gain (loss) </R>	<R> (.02)</R>
<R>Total from investment operations </R>	<R> .07</R>
<R>Distributions from net investment income </R>	<R> (.10)</R>
<R>Distributions from net realized gain </R>	<R> -</R>
<R>Total distributions </R>	<R> (.10)</R>
<R>Net asset value, end of period </R>	<R>$ 10.77</R>
<R>Total Return^{B, C, D} </R>	<R> .55%</R>
<R>Ratios to Average Net Assets^G</R>
<R>Expenses before expense reductions </R>	<R> 1.17%^A</R>
<R>Expenses net of voluntary waivers, if any </R>	<R> 1.17%^A</R>
<R>Expenses net of all reductions </R>	<R> 1.03%^A</R>
<R>Net investment income (loss) </R>	<R> 1.61%^{A, F}</R>
<R>Supplemental Data</R>
<R>Net assets, end of period (000 omitted) </R>	<R>$ 245,722</R>
<R>Portfolio turnover rate </R>	<R> 299%^A</R>
<R>^A Annualized</R> <R>^B Total returns for periods of less than one year are not annualized.</R> <R>^C Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans.</R> <R>^D Total returns would have been lower had certain expenses not been reduced during the periods shown.</R> <R>^E Calculated based on average shares outstanding during the period.</R> <R>^F Investment income per share reflects a special dividend which amounted to $.04 per share. Excluding the special dividend, the ratio of net investment income to average net assets would have been .82%.</R> <R>^G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements 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 any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.</R>

On or about July 6, 2005, Class N shares of the Portfolios may no longer be exchanged for Class T shares of Fidelity Advisor funds.

The following information replaces the similar information found in the "Valuing Shares" section beginning on page F-6.

<R>DESIIN-05-02 July 11, 2005
1.808151.102</R>

The following information supplements the information found in the "Buying and Selling Shares" section beginning on page F-8.

The following information replaces the similar information found in the "Buying Shares" section on page F-8.

For example, the fund may reject any purchase orders, including exchanges, from market timers or investors that, in FMR's opinion, may be disruptive to the fund.

Effective on or about July 6, 2005, the following information replaces the similar information found in the "Buying and Selling Shares" section on page F-9.

Automatically	Use Fidelity Systematic Exchange Program to exchange to Class A of a Fidelity fund that offers Advisor classes of shares. Use Fidelity Systematic Withdrawal Program to set up periodic redemptions from your Class N account.
Phone	Call your investment professional or call Fidelity at the appropriate number found in "General Information" to initiate a wire transaction or to request a check for your redemption. Exchange to Class A of a Fidelity fund that offers Advisor classes of shares. Call your investment professional or call Fidelity at the appropriate number found in "General Information."

Effective on or about July 6, 2005, the following information replaces the similar information found in the "Exchanging Shares" section on page F-10.

The information regarding the four exchange limit found in the "Exchanging Shares" section on page F-10 is no longer applicable.

Effective on or about July 6, 2005, the following information replaces the similar information found in the "Account Features and Policies" section on page F-11.

Fidelity Systematic Exchange Program
To move money from Class N to Class A of a Fidelity fund that offers Advisor classes of shares.

Minimum

$100

Frequency

Monthly, quarterly,
semi-annually, or annually

Procedures

To set up, call your investment professional or call Fidelity at the appropriate number found in "General Information" after both accounts are opened.
To make changes, call your investment professional or call Fidelity at the appropriate number found in "General Information." Call at least 2 business days prior to your next scheduled exchange date.
The account from which the exchanges are to be processed must have a minimum balance of $10,000. The account into which the exchange is being processed must have a minimum balance of $1,000.

SUPPLEMENT TO THE

DESTINY^® I AND DESTINY II

Funds of Fidelity Destiny Portfolios

Class O and Class N

November 29, 2004

STATEMENT OF ADDITIONAL INFORMATION

<R>In connection with the launch of new Advisor Classes, Class N has been renamed Class A. All references to Class N throughout this Statement of Additional Information should be replaced with Class A.</R>

The following information replaces the last paragraph of the "Distribution Services" section beginning on page 37.

In addition to the distribution fees paid by FDC to intermediaries described above, FDC or an affiliate may compensate intermediaries that distribute and/or service the funds. A number of factors are considered in determining whether to pay these additional amounts. Such factors may include, without limitation, the level or type of services provided by the intermediary, the level or expected level of assets or sales of shares, the placing of the funds on a preferred or recommended fund list, access to an intermediary's personnel, and other factors. The total amount paid to intermediaries in the aggregate currently will not exceed 0.05% of the total assets of the Destiny funds on an annual basis. In addition to such payments, FDC or an affiliate may offer other incentives in the form of sponsorship of educational or client seminars relating to current products and issues, assistance in training and educating the intermediaries' personnel, and/or payments of costs and expenses associated with attendance at seminars, including travel, lodging, entertainment and meals. FDC anticipates that payments will be made to hundreds of intermediaries, including some of the largest broker-dealers and other financial firms, and these payments may be significant to the intermediaries. As permitted by SEC and the National Association of Securities Dealers rules and other applicable laws and regulations, FDC may pay or allow other incentives or payments to intermediaries.

These additional payments, which are sometimes referred to as "revenue sharing," may represent a premium over payments made by other fund families, and investment professionals may have an added incentive to sell or recommend a fund or a share class over others offered by competing fund families.

The following information supplements that found in the "Transfer and Service Agent Agreements" section beginning on page 38.

FSC or an affiliate may make payments out of its own resources to intermediaries, including those that sell shares of the funds, for recordkeeping services.

Retirement plans may also hold fund shares in the name of the plan, rather than the participant. Plan recordkeepers, who may have affiliated financial intermediaries who sell shares of the funds, may be paid for providing services that would otherwise have been performed by FSC or an affiliate. Payments may be made to plan trustees to defray plan expenses or otherwise for the benefit of plan participants and beneficiaries. For certain types of tax-exempt plans, payments may be made to a plan custodian or other entity which holds plan assets. Payments also may be made to offset charges for certain services, such as plan participant communications, provided by FSC or an affiliate or an unaffiliated third party.

Certain intermediaries for whom FSC or an affiliate provides recordkeeping services may accrue credits which may be drawn down to pay for plan expenses. Credits may be accrued based on investments in particular Fidelity funds, or may be awarded for a given period of time. Credits generally may be used to offset certain non-recordkeeping expenses, such as the creation of plan participant communications. Credits also may be used to reimburse plan sponsors for expenses incurred in connection with non-Fidelity plan services.

Because intermediaries and plan recordkeepers may be paid varying amounts for recordkeeping and administrative services, such payments may provide incentives for intermediaries or recordkeepers to favor one fund family over another.