N-CSRS 1 main.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-1796

Fidelity Destiny Portfolios

(Exact name of registrant as specified in charter)

82 Devonshire St., Boston, Massachusetts 02109
 (Address of principal executive offices) (Zip code)

Eric D. Roiter, Secretary

82 Devonshire St.

Boston, Massachusetts 02109
(Name and address of agent for service)

Registrant's telephone number, including area code: 617-563-7000

Date of fiscal year end:

September 30

Date of reporting period:

March 31, 2006

Item 1. Reports to Stockholders

Fidelity

Destiny®

Portfolios:

Destiny I - Class A

Semiannual Report

March 31, 2006

(Destiny_logo)

Contents

Semiannual Report

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

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.

Proxy Voting Results

<Click Here>

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://advisor.fidelity.com.

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including Destiny Plan Creation and Sales Charges on purchases of Class O and certain purchases of Class A, sales charges (loads) on purchase payments or redemption proceeds and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (October 1, 2005 to March 31, 2006).

Actual Expenses

The first line of the table below for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Beginning
Account Value
October 1, 2005

Ending
Account Value
March 31, 2006

Expenses Paid
During Period*
October 1, 2005
to March 31, 2006

Class O

Actual

$ 1,000.00

$ 1,111.50

$ 2.58

HypotheticalA

$ 1,000.00

$ 1,022.49

$ 2.47

Class A

Actual

$ 1,000.00

$ 1,109.60

$ 5.00

HypotheticalA

$ 1,000.00

$ 1,020.19

$ 4.78

Class T

Actual

$ 1,000.00

$ 1,107.40

$ 6.62

HypotheticalA

$ 1,000.00

$ 1,018.65

$ 6.34

Class B

Actual

$ 1,000.00

$ 1,104.80

$ 9.18

HypotheticalA

$ 1,000.00

$ 1,016.21

$ 8.80

Class C

Actual

$ 1,000.00

$ 1,104.90

$ 9.34

HypotheticalA

$ 1,000.00

$ 1,016.06

$ 8.95

Institutional Class

Actual

$ 1,000.00

$ 1,110.80

$ 4.26

HypotheticalA

$ 1,000.00

$ 1,020.89

$ 4.08

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

Annualized
Expense Ratio

Class O

.49%

Class A

.95%

Class T

1.26%

Class B

1.75%

Class C

1.78%

Institutional Class

.81%

Semiannual Report

Investment Changes

Top Ten Equity Holdings

as of March 31, 2006

as of September 30, 2005

General Electric Co.

American International Group, Inc.

American International Group, Inc.

General Electric Co.

Home Depot, Inc.

Wal-Mart Stores, Inc.

Bank of America Corp.

Microsoft Corp.

Johnson & Johnson

Home Depot, Inc.

Wal-Mart Stores, Inc.

Robert Half International, Inc.

UnitedHealth Group, Inc.

eBay, Inc.

Google, Inc. Class A (sub. vtg.)

Dell, Inc.

Robert Half International, Inc.

UnitedHealth Group, Inc.

ACE Ltd.

Goldman Sachs Group, Inc.

Top Five Market Sectors

as of March 31, 2006

% of fund's net assets

as of September 30, 2005

% of fund's net assets

Financials

22.8

Financials

28.2

Information Technology

17.6

Information Technology

16.8

Energy

13.9

Industrials

14.6

Consumer Discretionary

13.6

Consumer Discretionary

14.1

Industrials

13.0

Energy

13.0

Asset Allocation (% of fund's net assets)

As of March 31, 2006 *

As of September 30, 2005 **

Stocks 99.4%

Stocks 98.7%

Short-Term Investments and
Net Other Assets 0.6%

Short-Term Investments and
Net Other Assets 1.3%

* Foreign investments

12.9%

** Foreign investments

12.1%



Semiannual Report

Investments March 31, 2006 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.4%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 13.6%

Diversified Consumer Services - 2.2%

Apollo Group, Inc. Class A (a)

1,193,759

62,684,285

Bright Horizons Family Solutions, Inc. (a)

425,700

16,487,361

79,171,646

Hotels, Restaurants & Leisure - 1.4%

Carnival Corp. unit

608,900

28,843,593

Red Robin Gourmet Burgers, Inc. (a)

400,000

18,880,000

Starbucks Corp. (a)

23,466

883,260

48,606,853

Media - 1.9%

Clear Channel Communications, Inc.

1,434,100

41,603,241

Clear Channel Outdoor Holding, Inc. Class A

248,100

5,817,945

Lamar Advertising Co. Class A (a)

315,875

16,621,343

McGraw-Hill Companies, Inc.

58,495

3,370,482

67,413,011

Specialty Retail - 7.8%

Aeropostale, Inc. (a)

582,700

17,574,232

Best Buy Co., Inc.

1,021,537

57,134,564

Home Depot, Inc.

3,563,340

150,729,282

Staples, Inc.

2,036,200

51,963,824

277,401,902

Textiles, Apparel & Luxury Goods - 0.3%

Fossil, Inc. (a)

544,902

10,124,279

TOTAL CONSUMER DISCRETIONARY

482,717,691

CONSUMER STAPLES - 5.0%

Food & Staples Retailing - 4.4%

CVS Corp.

855,600

25,556,772

Wal-Mart Stores, Inc.

2,747,700

129,801,348

155,358,120

Food Products - 0.6%

Nestle SA (Reg.)

76,928

22,834,128

TOTAL CONSUMER STAPLES

178,192,248

ENERGY - 13.9%

Energy Equipment & Services - 5.6%

BJ Services Co.

306,984

10,621,646

Halliburton Co.

630,100

46,009,902

National Oilwell Varco, Inc. (a)

332,100

21,294,252

Noble Corp.

340,300

27,598,330

Schlumberger Ltd. (NY Shares)

433,400

54,855,438

Smith International, Inc.

322,000

12,545,120

Weatherford International Ltd. (a)

517,600

23,680,200

196,604,888

Shares

Value (Note 1)

Oil, Gas & Consumable Fuels - 8.3%

Amerada Hess Corp.

140,400

19,992,960

Apache Corp.

421,700

27,625,567

ConocoPhillips

1,129,600

71,334,240

Forest Oil Corp. (a)

345,000

12,827,100

Mariner Energy, Inc. New (a)

279,208

5,726,556

Occidental Petroleum Corp.

487,600

45,176,140

Total SA sponsored ADR

291,100

38,346,603

Valero Energy Corp.

899,800

53,790,044

XTO Energy, Inc.

450,000

19,606,500

294,425,710

TOTAL ENERGY

491,030,598

FINANCIALS - 22.8%

Capital Markets - 1.7%

Goldman Sachs Group, Inc.

177,420

27,847,843

UBS AG (NY Shares)

295,500

32,496,135

60,343,978

Commercial Banks - 4.6%

Bank of America Corp.

3,237,300

147,426,642

Standard Chartered PLC (United Kingdom)

681,505

16,953,110

164,379,752

Diversified Financial Services - 1.5%

JPMorgan Chase & Co.

1,287,500

53,611,500

Insurance - 15.0%

ACE Ltd.

1,680,170

87,385,642

AMBAC Financial Group, Inc.

989,000

78,724,400

American International Group, Inc.

3,394,764

224,359,953

Hartford Financial Services Group, Inc.

391,500

31,535,325

W.R. Berkley Corp.

593,576

34,463,023

XL Capital Ltd. Class A

1,142,600

73,252,086

529,720,429

TOTAL FINANCIALS

808,055,659

HEALTH CARE - 12.4%

Biotechnology - 2.0%

Alkermes, Inc. (a)

500,000

11,025,000

Cephalon, Inc. (a)(d)

687,700

41,433,925

Illumina, Inc. (a)

309,262

7,344,973

Vertex Pharmaceuticals, Inc. (a)

250,000

9,147,500

68,951,398

Health Care Equipment & Supplies - 1.0%

C.R. Bard, Inc.

272,800

18,498,568

Waters Corp. (a)

424,000

18,295,600

36,794,168

Health Care Providers & Services - 3.0%

UnitedHealth Group, Inc.

1,885,700

105,335,202

Pharmaceuticals - 6.4%

Allergan, Inc.

304,400

33,027,400

Common Stocks - continued

Shares

Value (Note 1)

HEALTH CARE - continued

Pharmaceuticals - continued

Elan Corp. PLC sponsored ADR (a)(d)

866,400

12,510,816

Johnson & Johnson

2,422,400

143,454,528

Roche Holding AG (participation certificate)

132,447

19,717,720

Teva Pharmaceutical Industries Ltd. sponsored ADR

469,400

19,329,892

228,040,356

TOTAL HEALTH CARE

439,121,124

INDUSTRIALS - 13.0%

Aerospace & Defense - 2.2%

Honeywell International, Inc.

1,867,800

79,885,806

Commercial Services & Supplies - 2.8%

Robert Half International, Inc.

2,564,580

99,018,434

Industrial Conglomerates - 7.3%

General Electric Co.

7,201,300

250,461,212

Smiths Group PLC

510,590

8,718,929

259,180,141

Machinery - 0.7%

Deere & Co.

303,900

24,023,295

TOTAL INDUSTRIALS

462,107,676

INFORMATION TECHNOLOGY - 17.6%

Communications Equipment - 0.9%

Research In Motion Ltd. (a)

372,500

31,619,154

Computers & Peripherals - 3.0%

Dell, Inc. (a)

2,794,700

83,170,272

NCR Corp. (a)

499,600

20,878,284

104,048,556

Electronic Equipment & Instruments - 1.0%

Amphenol Corp. Class A

416,890

21,753,320

CDW Corp.

251,700

14,812,545

36,565,865

Internet Software & Services - 5.5%

eBay, Inc. (a)

1,846,076

72,107,729

Google, Inc. Class A (sub. vtg.) (a)(d)

267,800

104,442,000

Yahoo!, Inc. (a)

579,500

18,694,670

195,244,399

IT Services - 0.5%

Affiliated Computer Services, Inc. Class A (a)

288,100

17,188,046

Office Electronics - 0.2%

Zebra Technologies Corp. Class A (a)

187,522

8,385,984

Semiconductors & Semiconductor Equipment - 1.4%

ARM Holdings PLC sponsored ADR

3,113,400

21,451,326

Shares

Value (Note 1)

FormFactor, Inc. (a)

257,300

10,117,036

Intel Corp.

873,200

16,896,420

48,464,782

Software - 5.1%

Cognos, Inc. (a)

400,000

15,560,666

Microsoft Corp.

2,949,598

80,258,562

Oracle Corp. (a)

3,934,800

53,867,412

Symantec Corp. (a)

1,872,900

31,520,907

181,207,547

TOTAL INFORMATION TECHNOLOGY

622,724,333

MATERIALS - 1.1%

Chemicals - 0.5%

Praxair, Inc.

312,900

17,256,435

Metals & Mining - 0.6%

Mittal Steel Co. NV Class A (NY Shares) (d)

577,800

21,811,950

TOTAL MATERIALS

39,068,385

TOTAL COMMON STOCKS

(Cost $3,236,754,367)

3,523,017,714

Nonconvertible Preferred Stocks - 0.0%

HEALTH CARE - 0.0%

Biotechnology - 0.0%

GeneProt, Inc. Series A (e)

262,000

262

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $1,426,590)

262

Money Market Funds - 3.0%

Fidelity Cash Central Fund, 4.77% (b)

21,312,917

21,312,917

Fidelity Securities Lending Cash Central Fund, 4.81% (b)(c)

84,162,750

84,162,750

TOTAL MONEY MARKET FUNDS

(Cost $105,475,667)

105,475,667

TOTAL INVESTMENT PORTFOLIO - 102.4%

(Cost $3,343,656,624)

3,628,493,643

NET OTHER ASSETS - (2.4)%

(86,228,828)

NET ASSETS - 100%

3,542,264,815

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

(e) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $262 or 0.0% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

GeneProt, Inc. Series A

7/7/00

1,426,590

Affiliated Central Funds

Information regarding fiscal year to date income earned by the fund from the affiliated Central funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 640,976

Fidelity Securities Lending Cash Central Fund

336,667

Total

977,643

Other Information

Distribution of investments by country of issue, as a percentage of total net assets, is as follows:

United States of America

87.1%

Bermuda

2.5%

Switzerland

2.1%

Netherlands Antilles

1.5%

Canada

1.3%

United Kingdom

1.3%

France

1.1%

Others (individually less than 1%)

3.1%

100.0%

Income Tax Information

At September 30, 2005, the fund had a capital loss carryforward of approximately $896,826,762 of which $166,281,599 and $730,545,163 will expire on September 30, 2010 and 2011, respectively.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

March 31, 2006 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $82,203,778) - See accompanying schedule:

Unaffiliated issuers (cost $3,238,180,957)

$ 3,523,017,976

Affiliated Central Funds (cost $105,475,667)

105,475,667

Total Investments (cost $3,343,656,624)

$ 3,628,493,643

Receivable for investments sold

10,880,733

Receivable for fund shares sold

1,055,984

Dividends receivable

4,283,387

Interest receivable

71,315

Prepaid expenses

10,664

Receivable from investment adviser for expense reductions

10,690

Other affiliated receivables

53,957

Other receivables

174,448

Total assets

3,645,034,821

Liabilities

Payable for investments purchased

$ 14,078,963

Payable for fund shares redeemed

2,794,359

Accrued management fee

1,285,525

Distribution fees payable

23,643

Other affiliated payables

325,001

Other payables and accrued expenses

99,765

Collateral on securities loaned, at value

84,162,750

Total liabilities

102,770,006

Net Assets

$ 3,542,264,815

Net Assets consist of:

Paid in capital

$ 3,979,746,059

Undistributed net investment income

6,628,437

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

(728,946,582)

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

284,836,901

Net Assets

$ 3,542,264,815

Statement of Assets and Liabilities - continued

Class O:
Net Asset Value, offering price and redemption price per share ($3,104,484,017 ÷ 208,304,188 shares)

$ 14.90

Class A:
Net Asset Value and redemption price per share ($104,678,022 ÷ 7,149,356 shares)

$ 14.64

Maximum offering price per share (100/94.25 of $14.64)

$ 15.53

Class T:
Net Asset Value and redemption price per share ($3,626,356 ÷ 248,739 shares)

$ 14.58

Maximum offering price per share (100/96.50 of $14.58)

$ 15.11

Class B:
Net Asset Value and offering price per share ($289,504 ÷ 19,892 shares)A

$ 14.55

Class C:
Net Asset Value and offering price per share ($431,897 ÷ 29,702 shares)A

$ 14.54

Institutional Class:
Net Asset Value, offering price and redemption price per share ($328,755,019 ÷ 22,097,497 shares)

$ 14.88

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended March 31, 2006 (Unaudited)

Investment Income

Dividends

$ 19,981,115

Interest

818

Income from affiliated Central Funds

977,643

Total income

20,959,576

Expenses

Management fee

$ 7,222,741

Transfer agent fees

415,437

Distribution fees

123,537

Accounting and security lending fees

516,223

Independent trustees' compensation

6,585

Appreciation in deferred trustee compensation account

7,725

Custodian fees and expenses

59,586

Registration fees

62,786

Audit

35,608

Legal

23,469

Interest

1,504

Miscellaneous

87,550

Total expenses before reductions

8,562,751

Expense reductions

(245,691)

8,317,060

Net investment income (loss)

12,642,516

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers (net of foreign taxes of $52,564)

202,325,403

Foreign currency transactions

(60,600)

Total net realized gain (loss)

202,264,803

Change in net unrealized appreciation (depreciation) on:

Investment securities

128,652,856

Assets and liabilities in foreign currencies

6,025

Total change in net unrealized appreciation (depreciation)

128,658,881

Net gain (loss)

330,923,684

Net increase (decrease) in net assets resulting from operations

$ 343,566,200

Statement of Changes in Net Assets

Six months ended
March 31, 2006
(Unaudited)

Year ended
September 30,
2005

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 12,642,516

$ 39,294,530

Net realized gain (loss)

202,264,803

417,400,954

Change in net unrealized appreciation (depreciation)

128,658,881

(6,409,049)

Net increase (decrease) in net assets resulting from operations

343,566,200

450,286,435

Distributions to shareholders from net investment income

(25,013,078)

(41,350,640)

Share transactions - net increase (decrease)

153,504,798

(490,873,071)

Total increase (decrease) in net assets

472,057,920

(81,937,276)

Net Assets

Beginning of period

3,070,206,895

3,152,144,171

End of period (including undistributed net investment income of $6,628,437 and undistributed net investment income of $18,998,999, respectively)

$ 3,542,264,815

$ 3,070,206,895

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

Semiannual Report

Financial Highlights - Class O

Six months ended
March 31, 2006

Years ended September 30,

(Unaudited)

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 13.51

$ 11.85

$ 11.06

$ 9.31

$ 11.56

$ 22.09

Income from Investment Operations

Net investment income (loss) E

.06

.16 F

.10

.09

.10

.12

Net realized and unrealized gain (loss)

1.44

1.66

.78

1.75

(2.23)

(6.74)

Total from investment operations

1.50

1.82

.88

1.84

(2.13)

(6.62)

Distributions from net investment income

(.11)

(.16)

(.09)

(.09)

(.12)

(.13)

Distributions from net realized gain

-

-

-

-

-

(3.78)

Total distributions

(.11)

(.16)

(.09)

(.09)

(.12)

(3.91)

Net asset value, end of period

$ 14.90

$ 13.51

$ 11.85

$ 11.06

$ 9.31

$ 11.56

Total Return B, C, D

11.15%

15.46%

7.96%

19.88%

(18.69)%

(34.55)%

Ratios to Average Net Assets G

Expenses before reductions

.49% A

.49%

.49%

.49%

.48%

.40%

Expenses net of fee waivers, if any

.49% A

.49%

.49%

.49%

.48%

.40%

Expenses net of all reductions

.48% A

.44%

.47%

.46%

.44%

.37%

Net investment income (loss)

.79% A

1.27% F

.79%

.85%

.80%

.75%

Supplemental Data

Net assets, end of period (000 omitted)

$ 3,104,484

$2,988,758

$3,099,403

$3,144,123

$2,767,484

$3,633,310

Portfolio turnover rate

63% A

130%

52%

71%

93%

119%

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 Investment income per share reflects a special dividend which amounted to $.06 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .82%. 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 fee 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.

Financial Highlights - Class A

Six months ended
March 31, 2006

Years ended September 30,

(Unaudited)

2005 J

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 13.24

$ 11.62

$ 10.87

$ 9.16

$ 11.40

$ 21.90

Income from Investment Operations

Net investment income (loss) F

.02

.08 G

- I

- I

(.01)

(.02)

Net realized and unrealized gain (loss)

1.43

1.62

.77

1.73

(2.20)

(6.66)

Total from investment operations

1.45

1.70

.77

1.73

(2.21)

(6.68)

Distributions from net investment income

(.05)

(.08)

(.02)

(.02)

(.03)

(.04)

Distributions from net realized gain

-

-

-

-

-

(3.78)

Total distributions

(.05)

(.08)

(.02)

(.02)

(.03)

(3.82)

Net asset value, end of period

$ 14.64

$ 13.24

$ 11.62

$ 10.87

$ 9.16

$ 11.40

Total Return B, C, D, E

10.96%

14.68%

7.08%

18.91%

(19.46)%

(35.10)%

Ratios to Average Net Assets H

Expenses before reductions

.95% A

1.09%

1.29%

1.36%

1.36%

1.30%

Expenses net of fee waivers, if any

.95% A

1.08%

1.29%

1.36%

1.36%

1.30%

Expenses net of all reductions

.94% A

1.03%

1.27%

1.32%

1.31%

1.27%

Net investment income (loss)

.33% A

.67% G

-%

(.01)%

(.07)%

(.15)%

Supplemental Data

Net assets, end of period (000 omitted)

$ 104,678

$ 80,938

$ 52,741

$ 31,240

$ 12,572

$ 6,469

Portfolio turnover rate

63% A

130%

52%

71%

93%

119%

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 Total returns do not include the effect of the sales charges. F Calculated based on average shares outstanding during the period. G Investment income per share reflects a special dividend which amounted to $.06 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .22%. H 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 fee 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. I Amount represents less than $.01 per share. J Class N was renamed Class A on July 12, 2005.

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

Semiannual Report

Financial Highlights - Class T

Six months ended
March 31, 2006

Period ended
September 30,

(Unaudited)

2005 F

Selected Per-Share Data

Net asset value, beginning of period

$ 13.24

$ 12.84

Income from Investment Operations

Net investment income (loss) E

- H

- H

Net realized and unrealized gain (loss)

1.42

.40

Total from investment operations

1.42

.40

Distributions from net investment income

(.08)

-

Net asset value, end of period

$ 14.58

$ 13.24

Total Return B, C, D

10.74%

3.12%

Ratios to Average Net Assets G

Expenses before reductions

1.26% A

1.18% A

Expenses net of fee waivers, if any

1.26% A

1.18% A

Expenses net of all reductions

1.25% A

1.13% A

Net investment income (loss)

.02% A

(.04)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 3,626

$ 199

Portfolio turnover rate

63% A

130%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower had certain expenses not been reduced during the periods shown. D Total returns do not include the effect of the sales charges. E Calculated based on average shares outstanding during the period. F For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005. 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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee 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. H Amount represents less than $.01 per share.

Financial Highlights - Class B

Six months ended
March 31, 2006

Period ended
September 30,

(Unaudited)

2005 F

Selected Per-Share Data

Net asset value, beginning of period

$ 13.22

$ 12.84

Income from Investment Operations

Net investment income (loss) E

(.03)

(.02)

Net realized and unrealized gain (loss)

1.41

.40

Total from investment operations

1.38

.38

Distributions from net investment income

(.05)

-

Net asset value, end of period

$ 14.55

$ 13.22

Total Return B, C, D

10.48%

2.96%

Ratios to Average Net Assets G

Expenses before reductions

1.75% A

1.72% A

Expenses net of fee waivers, if any

1.75% A

1.72% A

Expenses net of all reductions

1.74% A

1.67% A

Net investment income (loss)

(.47)% A

(.59)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 290

$ 106

Portfolio turnover rate

63% A

130%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower had certain expenses not been reduced during the periods shown. D Total returns do not include the effect of the contingent deferred sales charge. E Calculated based on average shares outstanding during the period. F For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005. 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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee 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.

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

Semiannual Report

Financial Highlights - Class C

Six months ended
March 31, 2006

Period ended
September 30,

(Unaudited)

2005 F

Selected Per-Share Data

Net asset value, beginning of period

$ 13.22

$ 12.84

Income from Investment Operations

Net investment income (loss) E

(.03)

(.02)

Net realized and unrealized gain (loss)

1.42

.40

Total from investment operations

1.39

.38

Distributions from net investment income

(.07)

-

Net asset value, end of period

$ 14.54

$ 13.22

Total Return B, C, D

10.49%

2.96%

Ratios to Average Net Assets G

Expenses before reductions

1.78% A

1.69% A

Expenses net of fee waivers, if any

1.78% A

1.69% A

Expenses net of all reductions

1.76% A

1.64% A

Net investment income (loss)

(.49)% A

(.56)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 432

$ 103

Portfolio turnover rate

63% A

130%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower had certain expenses not been reduced during the periods shown. D Total returns do not include the effect of the contingent deferred sales charge. E Calculated based on average shares outstanding during the period. F For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005. 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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee 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.

Financial Highlights - Institutional Class

Six months ended
March 31, 2006

Period ended
September 30,

(Unaudited)

2005 E

Selected Per-Share Data

Net asset value, beginning of period

$ 13.50

$ 13.08

Income from Investment Operations

Net investment income (loss) D

.03

.01

Net realized and unrealized gain (loss)

1.46

.41

Total from investment operations

1.49

.42

Distributions from net investment income

(.11)

-

Net asset value, end of period

$ 14.88

$ 13.50

Total Return B, C

11.08%

3.21%

Ratios to Average Net Assets F

Expenses before reductions

.81% A

.69% A

Expenses net of fee waivers, if any

.81% A

.69% A

Expenses net of all reductions

.80% A

.64% A

Net investment income (loss)

.47% A

.41% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 328,755

$ 103

Portfolio turnover rate

63% A

130%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower had certain expenses not been reduced during the periods shown. D Calculated based on average shares outstanding during the period. E For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005. F 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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee 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.

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

Semiannual Report

Notes to Financial Statements

For the period ended March 31, 2006 (Unaudited)

1. Significant Accounting Policies.

Destiny I (the fund) is a fund 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. The fund is authorized to issue an unlimited number of shares. On May 18, 2006, the Board of Trustees approved a change in the name of Destiny I to Fidelity Advisor Diversified Stock Fund effective June 30, 2006.

The fund offers six classes of shares, Class O, Class A, Class T, Class B, Class C, and Institutional Class, 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. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the fund, 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 the 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 Class O are only offered to the general public through Fidelity Systematic Investment Plans: Destiny Plans I: O, a unit investment trust. Shares of Class A are also offered to the general public through Fidelity Systematic Investment Plans: Destiny Plans I: N, a unit investment trust, as well as through intermediaries.

Fidelity intends to continue to offer contractual plans for sale, though pending federal legislation would prohibit future contractual plan sales. As drafted, this proposed legislation would not alter the rights of existing Destiny Planholders.

The fund may invest in affiliated money market central funds (Money Market Central Funds), which are open-end investment companies available to investment companies and other accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. 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 fund:

Security Valuation. Investments are valued and net asset value (NAV) per share is calculated (NAV calculation) as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time. Wherever possible, the fund uses independent pricing services approved by the Board of Trustees to value its investments.

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price. Investments in open-end mutual funds, are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. For example, when developments occur between the close of a market and the close of the NYSE that may materially affect the value of some or all of the securities, or when trading in a security is halted, those securities may be fair valued. Factors used in the determination of fair value may include monitoring news to identify significant market or security specific events such as changes in the value of U.S. securities markets, reviewing developments in foreign markets and evaluating the performance of ADRs, futures contracts and exchange-traded funds. Because the fund's utilization of fair value pricing depends on market activity, the frequency with which fair value pricing is used can not be predicted and may be utilized to a significant extent. The value of securities used for NAV calculation under fair value pricing may differ from published prices for the same securities.

Foreign Currency. The fund uses 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.

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. 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 fund is 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 is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. 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 each fund in the trust.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent 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 the fund or are invested in a cross-section of other Fidelity funds, and are marked-to-market. Deferred amounts remain in the fund until distributed in accordance with the Plan.

Income Tax Information and Distributions to Shareholders. Each year, the fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements. Foreign taxes are provided for based on the fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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. In addition, the fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investments and unrealized appreciation (depreciation) as of period end were as follows:

Unrealized appreciation

$ 414,102,412

Unrealized depreciation

(157,784,861)

Net unrealized appreciation (depreciation)

256,317,551

Cost for federal income tax purposes

$ 3,372,176,092

2. Operating Policies.

Repurchase Agreements. FMR has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. The fund may also invest directly with institutions in repurchase agreements. Repurchase agreements are collateralized by government or non-government securities. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Restricted Securities. The fund 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 at the end of the fund's Schedule of Investments.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,188,218,068 and $1,026,052,965, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .17% of the fund's average net assets and a group fee rate that averaged .27% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .44% of the fund's average net assets.

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the fund and providing shareholder support services. For the period, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.25%

116,850

9,318

Class T

.25%

.25%

4,420

308

Class B

.75%

.25%

851

773

Class C

.75%

.25%

1,416

1,135

$ 123,537

$ 11,534

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, 1.00% to .50% for certain purchases of Class A shares (.25% prior to February 24, 2006) and .25% for certain purchases of Class T shares. Class A shares purchased through the Fidelity Systematic Investment Plans are not subject to these front-end and contingent deferred sales charges.

For the period, sales charge amounts retained by FDC were as follows:

Retained
by FDC

Class A

1,944

Class T

727

Class B *

-

Class C *

-

$ 2,671

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class. FSC receives account fees and asset-based fees that vary according to account size and type of account of the shareholders of the respective classes of the fund. FSC does not receive a fee for Class O Destiny Plan accounts. In addition, FSC pays for typesetting, printing, and mailing of shareholder reports, except proxy statements. For the period, the total transfer agent fees paid by each class to FSC were as follows:

Amount

% of
Average
Net Assets

Class O

$ 109,131

.01 *

Class A

101,908

.22 *

Class T

2,422

.27 *

Class B

238

.28 *

Class C

411

.29*

Institutional Class

201,327

.34 *

$ 415,437

* Annualized

Accounting and Security Lending Fees. FSC maintains the fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Affiliated Central Funds. The fund may invest in Money Market Central Funds which seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

The Money Market Central Funds do not pay a management fee.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions. 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 $11,630 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Daily
Loan Balance

Weighted Average
Interest Rate

Interest
Expense

Borrower

$ 12,199,000

4.44%

$ 1,504

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $4.2 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 fund has agreed to pay commitment fees on its pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit.

6. Security Lending.

The fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the 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 fund and any additional required collateral is delivered to the fund 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. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from affiliated central funds. Net income from lending portfolio securities during the period amounted to $336,667.

7. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of the fund's Class O and Class A operating expenses. During the period, this reimbursement reduced expenses as follows:

Reimbursement
from adviser

Class O

10,332

Class A

358

$ 10,690

Many of the brokers with whom FMR places trades on behalf of the fund provided services to the fund in addition to trade execution. These services included payments of certain expenses on behalf of the fund totaling $233,743 for the period. In addition, through arrangements with each class' transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, credits reduced each class' transfer agent expense as noted in the table below.

Transfer Agent
expense reduction

Class O

$ 1,258

8. Other.

The fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the fund. In the normal course of business, the fund may also enter into contracts that provide general indemnifications. The fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the fund. The risk of material loss from such claims is considered remote.

Semiannual Report

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended March 31,
2006

Year ended
September 30,
2005

From net investment income

Class O

$ 24,229,492

$ 40,955,964

Class A

321,645

394,677

Class T

1,411

-

Class B

610

-

Class C

1,082

-

Institutional Class

458,838

-

Total

$ 25,013,078

$ 41,350,641

10. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended March 31,
2006

Year ended
September 30,
2005 A

Six months ended
March 31,
2006

Year ended
September 30,
2005 A

Class O

Shares sold

2,031,843

5,206,566

$ 29,089,594

$ 65,570,236

Reinvestment of distributions

1,401,692

2,742,268

20,198,420

34,388,033

Shares redeemed

(16,410,276)

(48,261,972)

(235,458,745)

(610,764,881)

Net increase (decrease)

(12,976,741)

(40,313,138)

$ (186,170,731)

$ (510,806,612)

Class A

Shares sold

1,282,402

1,996,836

$ 18,182,634

$ 24,737,006

Reinvestment of distributions

20,569

30,337

291,665

374,662

Shares redeemed

(264,846)

(456,304)

(3,732,654)

(5,677,227)

Net increase (decrease)

1,038,125

1,570,869

$ 14,741,645

$ 19,434,441

Class T

Shares sold

237,874

15,069

$ 3,395,455

$ 196,319

Reinvestment of distributions

100

-

1,411

-

Shares redeemed

(4,304)

-

(62,174)

-

Net increase (decrease)

233,670

15,069

$ 3,334,692

$ 196,319

Class B

Shares sold

12,061

8,001

$ 171,127

$ 102,781

Reinvestment of distributions

43

-

610

-

Shares redeemed

(213)

-

(2,742)

-

Net increase (decrease)

11,891

8,001

$ 168,995

$ 102,781

Class C

Shares sold

21,870

7,788

$ 308,131

$ 100,000

Reinvestment of distributions

44

-

624

-

Net increase (decrease)

21,914

7,788

$ 308,755

$ 100,000

Institutional Class

Shares sold

23,290,678

7,645

$ 338,774,551

$ 100,000

Reinvestment of distributions

31,810

-

458,064

-

Shares redeemed

(1,232,636)

-

(18,111,173)

-

Net increase (decrease)

22,089,852

7,645

$ 321,121,442

$ 100,000

A Share transactions for Class T, B, C and Institutional Class are for the period July 12, 2005 (commencement of sale of shares) to September 30, 2005.

Semiannual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on October 26, 2005. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To amend the Declaration of Trust to allow the Board of Trustees,
if permitted by applicable law, to authorize fund mergers without shareholder approval. A

# of
Votes

% of
Votes

Affirmative

6,208,382,690.71

76.063%

Against

1,724,200,246.58

21.124%

Abstain

229,323,062.04

2.810%

Broker Non-Votes

288,938.96

0.004%

TOTAL

8,162,194,938.29

100.000%

PROPOSAL 2

To elect a Board of Trustees. A

# of
Votes

% of
Votes

Dennis J. Dirks

Affirmative

7,841,421,406.70

96.070%

Withheld

320,773,531.59

3.930%

TOTAL

8,162,194,938.29

100.000%

Albert R. Gamper, Jr. B

Affirmative

7,828,620,938.56

95.913%

Withheld

333,573,999.73

4.087%

TOTAL

8,162,194,938.29

100.000%

Robert M. Gates

Affirmative

7,698,226,995.74

94.316%

Withheld

463,967,942.55

5.684%

TOTAL

8,162,194,938.29

100.000%

George H. Heilmeier

Affirmative

7,718,888,655.41

94.569%

Withheld

443,306,282.88

5.431%

TOTAL

8,162,194,938.29

100.000%

Abigail P. Johnson

Affirmative

7,673,911,405.84

94.018%

Withheld

488,283,532.45

5.982%

TOTAL

8,162,194,938.29

100.000%

Edward C. Johnson 3d

Affirmative

7,663,368,736.50

93.889%

Withheld

498,826,201.79

6.111%

TOTAL

8,162,194,938.29

100.000%

Stephen P. Jonas

Affirmative

7,691,649,604.32

94.235%

Withheld

470,545,333.97

5.765%

TOTAL

8,162,194,938.29

100.000%

Marie L. Knowles

Affirmative

7,715,176,904.55

94.523%

Withheld

447,018,033.74

5.477%

TOTAL

8,162,194,938.29

100.000%

# of
Votes

% of
Votes

Ned C. Lautenbach

Affirmative

7,724,450,005.27

94.637%

Withheld

437,744,933.02

5.363%

TOTAL

8,162,194,938.29

100.000%

Marvin L. Mann

Affirmative

7,705,305,152.88

94.402%

Withheld

456,889,785.41

5.598%

TOTAL

8,162,194,938.29

100.000%

William O. McCoy

Affirmative

7,694,658,613.44

94.272%

Withheld

467,536,324.85

5.728%

TOTAL

8,162,194,938.29

100.000%

Robert L. Reynolds

Affirmative

7,712,454,548.18

94.490%

Withheld

449,740,390.11

5.510%

TOTAL

8,162,194,938.29

100.000%

Cornelia M. Small

Affirmative

7,719,750,543.37

94.579%

Withheld

442,444,394.92

5.421%

TOTAL

8,162,194,938.29

100.000%

William S. Stavropoulos

Affirmative

7,721,337,234.05

94.599%

Withheld

440,857,704.24

5.401%

TOTAL

8,162,194,938.29

100.000%

Kenneth L. Wolfe

Affirmative

7,720,752,910.62

94.592%

Withheld

441,442,027.67

5.408%

TOTAL

8,162,194,938.29

100.000%

A Denotes trust-wide proposals and voting results.

B Effective on or about January 1, 2006.

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

Destiny I

On January 19, 2006, the Board of Trustees, including the Independent Trustees (together, the Board), voted to approve a general research services agreement (the Agreement) between FMR, FMR Co., Inc. (FMRC), Fidelity Investments Money Management, Inc. (FIMM), and Fidelity Research & Analysis Company (FRAC) (together, the Investment Advisers) for the fund, effective January 20, 2006, pursuant to which FRAC may provide general research and investment advisory support services to FMRC and FIMM. The Board considered that it has approved previously various sub-advisory agreements for the fund with affiliates of FMR that allow FMR to obtain research, non-discretionary advice, or discretionary portfolio management at no additional expense to the fund. The Board, assisted by the advice of fund counsel and independent Trustees' counsel, considered a broad range of information and determined that it would be beneficial for the fund to access the research and investment advisory support services supplied by FRAC at no additional expense to the fund.

The Board reached this determination in part because the new arrangement will involve no changes in (i) the contractual terms of and fees payable under the fund's management contract or sub-advisory agreements; (ii) the investment process or strategies employed in the management of the fund's assets; (iii) the nature or level of services provided under the fund's management contract or sub-advisory agreements; (iv) the day-to-day management of the fund or the persons primarily responsible for such management; or (v) the ultimate control or beneficial ownership of FMR, FMRC, or FIMM. The Board also considered that the establishment of the Agreement would not necessitate prior shareholder approval of the Agreement or result in an assignment and termination of the fund's management contract or sub-advisory agreements under the Investment Company Act of 1940.

Because the Board was approving an arrangement with FRAC under which the fund will not bear any additional management fees or expenses and under which the fund's portfolio manager would not change, it did not consider the fund's investment performance, competitiveness of management fee and total expenses, costs of services and profitability, or economies of scale to be significant factors in its decision.

In connection with its future renewal of the fund's management contract and sub-advisory agreements, the Board will consider: (i) the nature, extent, and quality of services provided to the fund, including shareholder and administrative services and investment performance; (ii) the competitiveness of the fund's management fee and total expenses; (iii) the costs of the services and profitability, including the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering, and servicing the fund and its shareholders; and (iv) whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies.

Based on its evaluation of all of the conclusions noted above, and after considering all material factors, the Board ultimately concluded that the fund's Agreement is fair and reasonable, and that the fund's Agreement should be approved.

Semiannual Report

Semiannual Report

Semiannual Report

Fidelity
Destiny Portfolios:
Destiny I - Class A

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 Research & Analysis Company
(formerly Fidelity Management & Research (Far East) Inc.)
Fidelity Investments Japan Limited
Fidelity International Investment Advisers
Fidelity International Investment Advisers (U.K.) Limited

GENERAL DISTRIBUTOR

Fidelity Distributors Corporation
Boston, MA

TRANSFER AND SERVICE AGENT

Fidelity Service Company, Inc.
Boston, MA

CUSTODIAN

State Street Bank and Trust Company
Boston, MA

DESIN-USAN-0506

1.791869.102

Fidelity

Destiny®

Portfolios:

Destiny I - Class O

Semiannual Report

March 31, 2006

(Destiny_logo)

Annual Report

Contents

Semiannual Report

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

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.

Proxy Voting Results

<Click Here>

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent quarterly holdings report, semiannual report, or annual report on http://advisor.fidelity.com.

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including Destiny Plan Creation and Sales Charges on purchases of Class O and certain purchases of Class A, sales charges (loads) on purchase payments or redemption proceeds and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (October 1, 2005 to March 31, 2006).

Actual Expenses

The first line of the table below for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Beginning
Account Value
October 1, 2005

Ending
Account Value
March 31, 2006

Expenses Paid
During Period*
October 1, 2005
to March 31, 2006

Class O

Actual

$ 1,000.00

$ 1,111.50

$ 2.58

HypotheticalA

$ 1,000.00

$ 1,022.49

$ 2.47

Class A

Actual

$ 1,000.00

$ 1,109.60

$ 5.00

HypotheticalA

$ 1,000.00

$ 1,020.19

$ 4.78

Class T

Actual

$ 1,000.00

$ 1,107.40

$ 6.62

HypotheticalA

$ 1,000.00

$ 1,018.65

$ 6.34

Class B

Actual

$ 1,000.00

$ 1,104.80

$ 9.18

HypotheticalA

$ 1,000.00

$ 1,016.21

$ 8.80

Class C

Actual

$ 1,000.00

$ 1,104.90

$ 9.34

HypotheticalA

$ 1,000.00

$ 1,016.06

$ 8.95

Institutional Class

Actual

$ 1,000.00

$ 1,110.80

$ 4.26

HypotheticalA

$ 1,000.00

$ 1,020.89

$ 4.08

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

Annualized
Expense Ratio

Class O

.49%

Class A

.95%

Class T

1.26%

Class B

1.75%

Class C

1.78%

Institutional Class

.81%

Semiannual Report

Investment Changes

Top Ten Equity Holdings

as of March 31, 2006

as of September 30, 2005

General Electric Co.

American International Group, Inc.

American International Group, Inc.

General Electric Co.

Home Depot, Inc.

Wal-Mart Stores, Inc.

Bank of America Corp.

Microsoft Corp.

Johnson & Johnson

Home Depot, Inc.

Wal-Mart Stores, Inc.

Robert Half International, Inc.

UnitedHealth Group, Inc.

eBay, Inc.

Google, Inc. Class A (sub. vtg.)

Dell, Inc.

Robert Half International, Inc.

UnitedHealth Group, Inc.

ACE Ltd.

Goldman Sachs Group, Inc.

Top Five Market Sectors

as of March 31, 2006

% of fund's net assets

as of September 30, 2005

% of fund's net assets

Financials

22.8

Financials

28.2

Information Technology

17.6

Information Technology

16.8

Energy

13.9

Industrials

14.6

Consumer Discretionary

13.6

Consumer Discretionary

14.1

Industrials

13.0

Energy

13.0

Asset Allocation (% of fund's net assets)

As of March 31, 2006 *

As of September 30, 2005 **

Stocks 99.4%

Stocks 98.7%

Short-Term Investments and
Net Other Assets 0.6%

Short-Term Investments and
Net Other Assets 1.3%

* Foreign investments

12.9%

** Foreign investments

12.1%



Semiannual Report

Investments March 31, 2006 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.4%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 13.6%

Diversified Consumer Services - 2.2%

Apollo Group, Inc. Class A (a)

1,193,759

$ 62,684,285

Bright Horizons Family Solutions, Inc. (a)

425,700

16,487,361

79,171,646

Hotels, Restaurants & Leisure - 1.4%

Carnival Corp. unit

608,900

28,843,593

Red Robin Gourmet Burgers, Inc. (a)

400,000

18,880,000

Starbucks Corp. (a)

23,466

883,260

48,606,853

Media - 1.9%

Clear Channel Communications, Inc.

1,434,100

41,603,241

Clear Channel Outdoor Holding, Inc. Class A

248,100

5,817,945

Lamar Advertising Co. Class A (a)

315,875

16,621,343

McGraw-Hill Companies, Inc.

58,495

3,370,482

67,413,011

Specialty Retail - 7.8%

Aeropostale, Inc. (a)

582,700

17,574,232

Best Buy Co., Inc.

1,021,537

57,134,564

Home Depot, Inc.

3,563,340

150,729,282

Staples, Inc.

2,036,200

51,963,824

277,401,902

Textiles, Apparel & Luxury Goods - 0.3%

Fossil, Inc. (a)

544,902

10,124,279

TOTAL CONSUMER DISCRETIONARY

482,717,691

CONSUMER STAPLES - 5.0%

Food & Staples Retailing - 4.4%

CVS Corp.

855,600

25,556,772

Wal-Mart Stores, Inc.

2,747,700

129,801,348

155,358,120

Food Products - 0.6%

Nestle SA (Reg.)

76,928

22,834,128

TOTAL CONSUMER STAPLES

178,192,248

ENERGY - 13.9%

Energy Equipment & Services - 5.6%

BJ Services Co.

306,984

10,621,646

Halliburton Co.

630,100

46,009,902

National Oilwell Varco, Inc. (a)

332,100

21,294,252

Noble Corp.

340,300

27,598,330

Schlumberger Ltd. (NY Shares)

433,400

54,855,438

Smith International, Inc.

322,000

12,545,120

Weatherford International Ltd. (a)

517,600

23,680,200

196,604,888

Shares

Value (Note 1)

Oil, Gas & Consumable Fuels - 8.3%

Amerada Hess Corp.

140,400

$ 19,992,960

Apache Corp.

421,700

27,625,567

ConocoPhillips

1,129,600

71,334,240

Forest Oil Corp. (a)

345,000

12,827,100

Mariner Energy, Inc. New (a)

279,208

5,726,556

Occidental Petroleum Corp.

487,600

45,176,140

Total SA sponsored ADR

291,100

38,346,603

Valero Energy Corp.

899,800

53,790,044

XTO Energy, Inc.

450,000

19,606,500

294,425,710

TOTAL ENERGY

491,030,598

FINANCIALS - 22.8%

Capital Markets - 1.7%

Goldman Sachs Group, Inc.

177,420

27,847,843

UBS AG (NY Shares)

295,500

32,496,135

60,343,978

Commercial Banks - 4.6%

Bank of America Corp.

3,237,300

147,426,642

Standard Chartered PLC (United Kingdom)

681,505

16,953,110

164,379,752

Diversified Financial Services - 1.5%

JPMorgan Chase & Co.

1,287,500

53,611,500

Insurance - 15.0%

ACE Ltd.

1,680,170

87,385,642

AMBAC Financial Group, Inc.

989,000

78,724,400

American International Group, Inc.

3,394,764

224,359,953

Hartford Financial Services Group, Inc.

391,500

31,535,325

W.R. Berkley Corp.

593,576

34,463,023

XL Capital Ltd. Class A

1,142,600

73,252,086

529,720,429

TOTAL FINANCIALS

808,055,659

HEALTH CARE - 12.4%

Biotechnology - 2.0%

Alkermes, Inc. (a)

500,000

11,025,000

Cephalon, Inc. (a)(d)

687,700

41,433,925

Illumina, Inc. (a)

309,262

7,344,973

Vertex Pharmaceuticals, Inc. (a)

250,000

9,147,500

68,951,398

Health Care Equipment & Supplies - 1.0%

C.R. Bard, Inc.

272,800

18,498,568

Waters Corp. (a)

424,000

18,295,600

36,794,168

Health Care Providers & Services - 3.0%

UnitedHealth Group, Inc.

1,885,700

105,335,202

Pharmaceuticals - 6.4%

Allergan, Inc.

304,400

33,027,400

Common Stocks - continued

Shares

Value (Note 1)

HEALTH CARE - continued

Pharmaceuticals - continued

Elan Corp. PLC sponsored ADR (a)(d)

866,400

$ 12,510,816

Johnson & Johnson

2,422,400

143,454,528

Roche Holding AG (participation certificate)

132,447

19,717,720

Teva Pharmaceutical Industries Ltd. sponsored ADR

469,400

19,329,892

228,040,356

TOTAL HEALTH CARE

439,121,124

INDUSTRIALS - 13.0%

Aerospace & Defense - 2.2%

Honeywell International, Inc.

1,867,800

79,885,806

Commercial Services & Supplies - 2.8%

Robert Half International, Inc.

2,564,580

99,018,434

Industrial Conglomerates - 7.3%

General Electric Co.

7,201,300

250,461,212

Smiths Group PLC

510,590

8,718,929

259,180,141

Machinery - 0.7%

Deere & Co.

303,900

24,023,295

TOTAL INDUSTRIALS

462,107,676

INFORMATION TECHNOLOGY - 17.6%

Communications Equipment - 0.9%

Research In Motion Ltd. (a)

372,500

31,619,154

Computers & Peripherals - 3.0%

Dell, Inc. (a)

2,794,700

83,170,272

NCR Corp. (a)

499,600

20,878,284

104,048,556

Electronic Equipment & Instruments - 1.0%

Amphenol Corp. Class A

416,890

21,753,320

CDW Corp.

251,700

14,812,545

36,565,865

Internet Software & Services - 5.5%

eBay, Inc. (a)

1,846,076

72,107,729

Google, Inc. Class A (sub. vtg.) (a)(d)

267,800

104,442,000

Yahoo!, Inc. (a)

579,500

18,694,670

195,244,399

IT Services - 0.5%

Affiliated Computer Services, Inc. Class A (a)

288,100

17,188,046

Office Electronics - 0.2%

Zebra Technologies Corp. Class A (a)

187,522

8,385,984

Semiconductors & Semiconductor Equipment - 1.4%

ARM Holdings PLC sponsored ADR

3,113,400

21,451,326

Shares

Value (Note 1)

FormFactor, Inc. (a)

257,300

$ 10,117,036

Intel Corp.

873,200

16,896,420

48,464,782

Software - 5.1%

Cognos, Inc. (a)

400,000

15,560,666

Microsoft Corp.

2,949,598

80,258,562

Oracle Corp. (a)

3,934,800

53,867,412

Symantec Corp. (a)

1,872,900

31,520,907

181,207,547

TOTAL INFORMATION TECHNOLOGY

622,724,333

MATERIALS - 1.1%

Chemicals - 0.5%

Praxair, Inc.

312,900

17,256,435

Metals & Mining - 0.6%

Mittal Steel Co. NV Class A (NY Shares) (d)

577,800

21,811,950

TOTAL MATERIALS

39,068,385

TOTAL COMMON STOCKS

(Cost $3,236,754,367)

3,523,017,714

Nonconvertible Preferred Stocks - 0.0%

HEALTH CARE - 0.0%

Biotechnology - 0.0%

GeneProt, Inc. Series A (e)

262,000

262

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $1,426,590)

262

Money Market Funds - 3.0%

Fidelity Cash Central Fund, 4.77% (b)

21,312,917

21,312,917

Fidelity Securities Lending Cash Central Fund, 4.81% (b)(c)

84,162,750

84,162,750

TOTAL MONEY MARKET FUNDS

(Cost $105,475,667)

105,475,667

TOTAL INVESTMENT PORTFOLIO - 102.4%

(Cost $3,343,656,624)

3,628,493,643

NET OTHER ASSETS - (2.4)%

(86,228,828)

NET ASSETS - 100%

$ 3,542,264,815

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

(e) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $262 or 0.0% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

GeneProt, Inc. Series A

7/7/00

$ 1,426,590

Affiliated Central Funds

Information regarding fiscal year to date income earned by the fund from the affiliated Central funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 640,976

Fidelity Securities Lending Cash Central Fund

336,667

Total

$ 977,643

Other Information

Distribution of investments by country of issue, as a percentage of total net assets, is as follows:

United States of America

87.1%

Bermuda

2.5%

Switzerland

2.1%

Netherlands Antilles

1.5%

Canada

1.3%

United Kingdom

1.3%

France

1.1%

Others (individually less than 1%)

3.1%

100.0%

Income Tax Information

At September 30, 2005, the fund had a capital loss carryforward of approximately $896,826,762 of which $166,281,599 and $730,545,163 will expire on September 30, 2010 and 2011, respectively.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

March 31, 2006 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $82,203,778) - See accompanying schedule:

Unaffiliated issuers (cost $3,238,180,957)

$ 3,523,017,976

Affiliated Central Funds (cost $105,475,667)

105,475,667

Total Investments (cost $3,343,656,624)

$ 3,628,493,643

Receivable for investments sold

10,880,733

Receivable for fund shares sold

1,055,984

Dividends receivable

4,283,387

Interest receivable

71,315

Prepaid expenses

10,664

Receivable from investment adviser for expense reductions


10,690

Other affiliated receivables

53,957

Other receivables

174,448

Total assets

3,645,034,821

Liabilities

Payable for investments purchased

$ 14,078,963

Payable for fund shares redeemed

2,794,359

Accrued management fee

1,285,525

Distribution fees payable

23,643

Other affiliated payables

325,001

Other payables and accrued expenses

99,765

Collateral on securities loaned, at value

84,162,750

Total liabilities

102,770,006

Net Assets

$ 3,542,264,815

Net Assets consist of:

Paid in capital

$ 3,979,746,059

Undistributed net investment income

6,628,437

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

(728,946,582)

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

284,836,901

Net Assets

$ 3,542,264,815

Statement of Assets and Liabilities - continued

Class O:
Net Asset Value, offering price and redemption price per share ($3,104,484,017 ÷ 208,304,188 shares)

$ 14.90

Class A:
Net Asset Value and redemption price per share ($104,678,022 ÷ 7,149,356 shares)

$ 14.64

Maximum offering price per share (100/94.25 of $14.64)

$ 15.53

Class T:
Net Asset Value and redemption price per share ($3,626,356 ÷ 248,739 shares)

$ 14.58

Maximum offering price per share (100/96.50 of $14.58)

$ 15.11

Class B:
Net Asset Value and offering price per share ($289,504 ÷ 19,892 shares)A

$ 14.55

Class C:
Net Asset Value and offering price per share ($431,897 ÷ 29,702 shares)A

$ 14.54

Institutional Class:
Net Asset Value, offering price and redemption price per share ($328,755,019 ÷ 22,097,497 shares)

$ 14.88

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended March 31, 2006 (Unaudited)

Investment Income

Dividends

$ 19,981,115

Interest

818

Income from affiliated Central Funds

977,643

Total income

20,959,576

Expenses

Management fee

$ 7,222,741

Transfer agent fees

415,437

Distribution fees

123,537

Accounting and security lending fees

516,223

Independent trustees' compensation

6,585

Appreciation in deferred trustee compensation account

7,725

Custodian fees and expenses

59,586

Registration fees

62,786

Audit

35,608

Legal

23,469

Interest

1,504

Miscellaneous

87,550

Total expenses before reductions

8,562,751

Expense reductions

(245,691)

8,317,060

Net investment income (loss)

12,642,516

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers (net of foreign taxes of $52,564)

202,325,403

Foreign currency transactions

(60,600)

Total net realized gain (loss)

202,264,803

Change in net unrealized appreciation (depreciation) on:

Investment securities

128,652,856

Assets and liabilities in foreign currencies

6,025

Total change in net unrealized appreciation (depreciation)

128,658,881

Net gain (loss)

330,923,684

Net increase (decrease) in net assets resulting from operations

$ 343,566,200

Statement of Changes in Net Assets

Six months ended
March 31, 2006
(Unaudited)

Year ended
September 30,
2005

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 12,642,516

$ 39,294,530

Net realized gain (loss)

202,264,803

417,400,954

Change in net unrealized appreciation (depreciation)

128,658,881

(6,409,049)

Net increase (decrease) in net assets resulting from operations

343,566,200

450,286,435

Distributions to shareholders from net investment income

(25,013,078)

(41,350,640)

Share transactions - net increase (decrease)

153,504,798

(490,873,071)

Total increase (decrease) in net assets

472,057,920

(81,937,276)

Net Assets

Beginning of period

3,070,206,895

3,152,144,171

End of period (including undistributed net investment income of $6,628,437 and undistributed net investment income of $18,998,999, respectively)

$ 3,542,264,815

$ 3,070,206,895

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

Semiannual Report

Financial Highlights - Class O

Six months ended
March 31, 2006

Years ended September 30,

(Unaudited)

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 13.51

$ 11.85

$ 11.06

$ 9.31

$ 11.56

$ 22.09

Income from Investment Operations

Net investment income (loss) E

.06

.16 F

.10

.09

.10

.12

Net realized and unrealized gain (loss)

1.44

1.66

.78

1.75

(2.23)

(6.74)

Total from investment operations

1.50

1.82

.88

1.84

(2.13)

(6.62)

Distributions from net investment income

(.11)

(.16)

(.09)

(.09)

(.12)

(.13)

Distributions from net realized gain

-

-

-

-

-

(3.78)

Total distributions

(.11)

(.16)

(.09)

(.09)

(.12)

(3.91)

Net asset value, end of period

$ 14.90

$ 13.51

$ 11.85

$ 11.06

$ 9.31

$ 11.56

Total Return B, C, D

11.15%

15.46%

7.96%

19.88%

(18.69)%

(34.55)%

Ratios to Average Net Assets G

Expenses before reductions

.49% A

.49%

.49%

.49%

.48%

.40%

Expenses net of fee waivers, if any

.49% A

.49%

.49%

.49%

.48%

.40%

Expenses net of all reductions

.48% A

.44%

.47%

.46%

.44%

.37%

Net investment income (loss)

.79% A

1.27% F

.79%

.85%

.80%

.75%

Supplemental Data

Net assets, end of period (000 omitted)

$ 3,104,484

$ 2,988,758

$ 3,099,403

$ 3,144,123

$ 2,767,484

$ 3,633,310

Portfolio turnover rate

63% A

130%

52%

71%

93%

119%

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 Investment income per share reflects a special dividend which amounted to $.06 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .82%. 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 fee 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.

Financial Highlights - Class A

Six months ended
March 31, 2006

Years ended September 30,

(Unaudited)

2005 J

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 13.24

$ 11.62

$ 10.87

$ 9.16

$ 11.40

$ 21.90

Income from Investment Operations

Net investment income (loss) F

.02

.08 G

- I

- I

(.01)

(.02)

Net realized and unrealized gain (loss)

1.43

1.62

.77

1.73

(2.20)

(6.66)

Total from investment operations

1.45

1.70

.77

1.73

(2.21)

(6.68)

Distributions from net investment income

(.05)

(.08)

(.02)

(.02)

(.03)

(.04)

Distributions from net realized gain

-

-

-

-

-

(3.78)

Total distributions

(.05)

(.08)

(.02)

(.02)

(.03)

(3.82)

Net asset value, end of period

$ 14.64

$ 13.24

$ 11.62

$ 10.87

$ 9.16

$ 11.40

Total Return B, C, D, E

10.96%

14.68%

7.08%

18.91%

(19.46)%

(35.10)%

Ratios to Average Net Assets H

Expenses before reductions

.95% A

1.09%

1.29%

1.36%

1.36%

1.30%

Expenses net of fee waivers, if any

.95% A

1.08%

1.29%

1.36%

1.36%

1.30%

Expenses net of all reductions

.94% A

1.03%

1.27%

1.32%

1.31%

1.27%

Net investment income (loss)

.33% A

.67% G

-%

(.01)%

(.07)%

(.15)%

Supplemental Data

Net assets, end of period (000 omitted)

$ 104,678

$ 80,938

$ 52,741

$ 31,240

$ 12,572

$ 6,469

Portfolio turnover rate

63% A

130%

52%

71%

93%

119%

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 Total returns do not include the effect of the sales charges. F Calculated based on average shares outstanding during the period. G Investment income per share reflects a special dividend which amounted to $.06 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .22%. H 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 fee 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. I Amount represents less than $.01 per share. J Class N was renamed Class A on July 12, 2005.

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

Semiannual Report

Financial Highlights - Class T

Six months ended
March 31, 2006

Period ended
September 30,

(Unaudited)

2005 F

Selected Per-Share Data

Net asset value, beginning of period

$ 13.24

$ 12.84

Income from Investment Operations

Net investment income (loss) E

- H

- H

Net realized and unrealized gain (loss)

1.42

.40

Total from investment operations

1.42

.40

Distributions from net investment income

(.08)

-

Net asset value, end of period

$ 14.58

$ 13.24

Total Return B, C, D

10.74%

3.12%

Ratios to Average Net Assets G

Expenses before reductions

1.26% A

1.18% A

Expenses net of fee waivers, if any

1.26% A

1.18% A

Expenses net of all reductions

1.25% A

1.13% A

Net investment income (loss)

.02% A

(.04)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 3,626

$ 199

Portfolio turnover rate

63% A

130%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower had certain expenses not been reduced during the periods shown. D Total returns do not include the effect of the sales charges. E Calculated based on average shares outstanding during the period. F For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005. 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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee 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. H Amount represents less than $.01 per share.

Financial Highlights - Class B

Six months ended
March 31, 2006

Period ended
September 30,

(Unaudited)

2005 F

Selected Per-Share Data

Net asset value, beginning of period

$ 13.22

$ 12.84

Income from Investment Operations

Net investment income (loss) E

(.03)

(.02)

Net realized and unrealized gain (loss)

1.41

.40

Total from investment operations

1.38

.38

Distributions from net investment income

(.05)

-

Net asset value, end of period

$ 14.55

$ 13.22

Total Return B, C, D

10.48%

2.96%

Ratios to Average Net Assets G

Expenses before reductions

1.75% A

1.72% A

Expenses net of fee waivers, if any

1.75% A

1.72% A

Expenses net of all reductions

1.74% A

1.67% A

Net investment income (loss)

(.47)% A

(.59)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 290

$ 106

Portfolio turnover rate

63% A

130%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower had certain expenses not been reduced during the periods shown. D Total returns do not include the effect of the contingent deferred sales charge. E Calculated based on average shares outstanding during the period. F For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005. 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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee 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.

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

Semiannual Report

Financial Highlights - Class C

Six months ended
March 31, 2006

Period ended
September 30,

(Unaudited)

2005 F

Selected Per-Share Data

Net asset value, beginning of period

$ 13.22

$ 12.84

Income from Investment Operations

Net investment income (loss) E

(.03)

(.02)

Net realized and unrealized gain (loss)

1.42

.40

Total from investment operations

1.39

.38

Distributions from net investment income

(.07)

-

Net asset value, end of period

$ 14.54

$ 13.22

Total Return B, C, D

10.49%

2.96%

Ratios to Average Net Assets G

Expenses before reductions

1.78% A

1.69% A

Expenses net of fee waivers, if any

1.78% A

1.69% A

Expenses net of all reductions

1.76% A

1.64% A

Net investment income (loss)

(.49)% A

(.56)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 432

$ 103

Portfolio turnover rate

63% A

130%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower had certain expenses not been reduced during the periods shown. D Total returns do not include the effect of the contingent deferred sales charge. E Calculated based on average shares outstanding during the period. F For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005. 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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee 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.

Financial Highlights - Institutional Class

Six months ended
March 31, 2006

Period ended
September 30,

(Unaudited)

2005 E

Selected Per-Share Data

Net asset value, beginning of period

$ 13.50

$ 13.08

Income from Investment Operations

Net investment income (loss) D

.03

.01

Net realized and unrealized gain (loss)

1.46

.41

Total from investment operations

1.49

.42

Distributions from net investment income

(.11)

-

Net asset value, end of period

$ 14.88

$ 13.50

Total Return B, C

11.08%

3.21%

Ratios to Average Net Assets F

Expenses before reductions

.81% A

.69% A

Expenses net of fee waivers, if any

.81% A

.69% A

Expenses net of all reductions

.80% A

.64% A

Net investment income (loss)

.47% A

.41% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 328,755

$ 103

Portfolio turnover rate

63% A

130%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower had certain expenses not been reduced during the periods shown. D Calculated based on average shares outstanding during the period. E For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005. F 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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee 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.

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

Semiannual Report

Notes to Financial Statements

For the period ended March 31, 2006 (Unaudited)

1. Significant Accounting Policies.

Destiny I (the fund) is a fund 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. The fund is authorized to issue an unlimited number of shares. On May 18, 2006, the Board of Trustees approved a change in the name of Destiny I to Fidelity Advisor Diversified Stock Fund effective June 30, 2006.

The fund offers six classes of shares, Class O, Class A, Class T, Class B, Class C, and Institutional Class, 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. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the fund, 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 the 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 Class O are only offered to the general public through Fidelity Systematic Investment Plans: Destiny Plans I: O, a unit investment trust. Shares of Class A are also offered to the general public through Fidelity Systematic Investment Plans: Destiny Plans I: N, a unit investment trust, as well as through intermediaries.

Fidelity intends to continue to offer contractual plans for sale, though pending federal legislation would prohibit future contractual plan sales. As drafted, this proposed legislation would not alter the rights of existing Destiny Planholders.

The fund may invest in affiliated money market central funds (Money Market Central Funds), which are open-end investment companies available to investment companies and other accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. 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 fund:

Security Valuation. Investments are valued and net asset value (NAV) per share is calculated (NAV calculation) as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time. Wherever possible, the fund uses independent pricing services approved by the Board of Trustees to value its investments.

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price. Investments in open-end mutual funds, are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. For example, when developments occur between the close of a market and the close of the NYSE that may materially affect the value of some or all of the securities, or when trading in a security is halted, those securities may be fair valued. Factors used in the determination of fair value may include monitoring news to identify significant market or security specific events such as changes in the value of U.S. securities markets, reviewing developments in foreign markets and evaluating the performance of ADRs, futures contracts and exchange-traded funds. Because the fund's utilization of fair value pricing depends on market activity, the frequency with which fair value pricing is used can not be predicted and may be utilized to a significant extent. The value of securities used for NAV calculation under fair value pricing may differ from published prices for the same securities.

Foreign Currency. The fund uses 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.

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. 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 fund is 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 is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. 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 each fund in the trust.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent 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 the fund or are invested in a cross-section of other Fidelity funds, and are marked-to-market. Deferred amounts remain in the fund until distributed in accordance with the Plan.

Income Tax Information and Distributions to Shareholders. Each year, the fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements. Foreign taxes are provided for based on the fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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. In addition, the fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investments and unrealized appreciation (depreciation) as of period end were as follows:

Unrealized appreciation

$ 414,102,412

Unrealized depreciation

(157,784,861)

Net unrealized appreciation (depreciation)

256,317,551

Cost for federal income tax purposes

$ 3,372,176,092

2. Operating Policies.

Repurchase Agreements. FMR has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. The fund may also invest directly with institutions in repurchase agreements. Repurchase agreements are collateralized by government or non-government securities. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Restricted Securities. The fund 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 at the end of the fund's Schedule of Investments.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,188,218,068 and $1,026,052,965, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .17% of the fund's average net assets and a group fee rate that averaged .27% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .44% of the fund's average net assets.

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the fund and providing shareholder support services. For the period, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.25%

116,850

9,318

Class T

.25%

.25%

4,420

308

Class B

.75%

.25%

851

773

Class C

.75%

.25%

1,416

1,135

$ 123,537

$ 11,534

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, 1.00% to .50% for certain purchases of Class A shares (.25% prior to February 24, 2006) and .25% for certain purchases of Class T shares. Class A shares purchased through the Fidelity Systematic Investment Plans are not subject to these front-end and contingent deferred sales charges.

For the period, sales charge amounts retained by FDC were as follows:

Retained
by FDC

Class A

1,944

Class T

727

Class B *

-

Class C *

-

$ 2,671

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class. FSC receives account fees and asset-based fees that vary according to account size and type of account of the shareholders of the respective classes of the fund. FSC does not receive a fee for Class O Destiny Plan accounts. In addition, FSC pays for typesetting, printing, and mailing of shareholder reports, except proxy statements. For the period, the total transfer agent fees paid by each class to FSC were as follows:

Amount

% of
Average
Net Assets

Class O

$ 109,131

.01 *

Class A

101,908

.22 *

Class T

2,422

.27 *

Class B

238

.28 *

Class C

411

.29*

Institutional Class

201,327

.34 *

$ 415,437

* Annualized

Accounting and Security Lending Fees. FSC maintains the fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Affiliated Central Funds. The fund may invest in Money Market Central Funds which seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

The Money Market Central Funds do not pay a management fee.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions. 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 $11,630 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Daily
Loan Balance

Weighted Average
Interest Rate

Interest
Expense

Borrower

$ 12,199,000

4.44%

$ 1,504

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $4.2 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 fund has agreed to pay commitment fees on its pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit.

6. Security Lending.

The fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the 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 fund and any additional required collateral is delivered to the fund 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. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from affiliated central funds. Net income from lending portfolio securities during the period amounted to $336,667.

7. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of the fund's Class O and Class A operating expenses. During the period, this reimbursement reduced expenses as follows:

Reimbursement
from adviser

Class O

10,332

Class A

358

$ 10,690

Many of the brokers with whom FMR places trades on behalf of the fund provided services to the fund in addition to trade execution. These services included payments of certain expenses on behalf of the fund totaling $233,743 for the period. In addition, through arrangements with each class' transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, credits reduced each class' transfer agent expense as noted in the table below.

Transfer Agent
expense reduction

Class O

$ 1,258

8. Other.

The fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the fund. In the normal course of business, the fund may also enter into contracts that provide general indemnifications. The fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the fund. The risk of material loss from such claims is considered remote.

Semiannual Report

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended March 31,
2006

Year ended
September 30,
2005

From net investment income

Class O

$ 24,229,492

$ 40,955,964

Class A

321,645

394,677

Class T

1,411

-

Class B

610

-

Class C

1,082

-

Institutional Class

458,838

-

Total

$ 25,013,078

$ 41,350,641

10. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended March 31,
2006

Year ended
September 30,
2005 A

Six months ended
March 31,
2006

Year ended
September 30,
2005 A

Class O

Shares sold

2,031,843

5,206,566

$ 29,089,594

$ 65,570,236

Reinvestment of distributions

1,401,692

2,742,268

20,198,420

34,388,033

Shares redeemed

(16,410,276)

(48,261,972)

(235,458,745)

(610,764,881)

Net increase (decrease)

(12,976,741)

(40,313,138)

$ (186,170,731)

$ (510,806,612)

Class A

Shares sold

1,282,402

1,996,836

$ 18,182,634

$ 24,737,006

Reinvestment of distributions

20,569

30,337

291,665

374,662

Shares redeemed

(264,846)

(456,304)

(3,732,654)

(5,677,227)

Net increase (decrease)

1,038,125

1,570,869

$ 14,741,645

$ 19,434,441

Class T

Shares sold

237,874

15,069

$ 3,395,455

$ 196,319

Reinvestment of distributions

100

-

1,411

-

Shares redeemed

(4,304)

-

(62,174)

-

Net increase (decrease)

233,670

15,069

$ 3,334,692

$ 196,319

Class B

Shares sold

12,061

8,001

$ 171,127

$ 102,781

Reinvestment of distributions

43

-

610

-

Shares redeemed

(213)

-

(2,742)

-

Net increase (decrease)

11,891

8,001

$ 168,995

$ 102,781

Class C

Shares sold

21,870

7,788

$ 308,131

$ 100,000

Reinvestment of distributions

44

-

624

-

Net increase (decrease)

21,914

7,788

$ 308,755

$ 100,000

Institutional Class

Shares sold

23,290,678

7,645

$ 338,774,551

$ 100,000

Reinvestment of distributions

31,810

-

458,064

-

Shares redeemed

(1,232,636)

-

(18,111,173)

-

Net increase (decrease)

22,089,852

7,645

$ 321,121,442

$ 100,000

A Share transactions for Class T, B, C and Institutional Class are for the period July 12, 2005 (commencement of sale of shares) to September 30, 2005.

Semiannual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on October 26, 2005. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To amend the Declaration of Trust to allow the Board of Trustees,
if permitted by applicable law, to authorize fund mergers without shareholder approval. A

# of
Votes

% of
Votes

Affirmative

6,208,382,690.71

76.063%

Against

1,724,200,246.58

21.124%

Abstain

229,323,062.04

2.810%

Broker Non-Votes

288,938.96

0.004%

TOTAL

8,162,194,938.29

100.000%

PROPOSAL 2

To elect a Board of Trustees. A

# of
Votes

% of
Votes

Dennis J. Dirks

Affirmative

7,841,421,406.70

96.070%

Withheld

320,773,531.59

3.930%

TOTAL

8,162,194,938.29

100.000%

Albert R. Gamper, Jr. B

Affirmative

7,828,620,938.56

95.913%

Withheld

333,573,999.73

4.087%

TOTAL

8,162,194,938.29

100.000%

Robert M. Gates

Affirmative

7,698,226,995.74

94.316%

Withheld

463,967,942.55

5.684%

TOTAL

8,162,194,938.29

100.000%

George H. Heilmeier

Affirmative

7,718,888,655.41

94.569%

Withheld

443,306,282.88

5.431%

TOTAL

8,162,194,938.29

100.000%

Abigail P. Johnson

Affirmative

7,673,911,405.84

94.018%

Withheld

488,283,532.45

5.982%

TOTAL

8,162,194,938.29

100.000%

Edward C. Johnson 3d

Affirmative

7,663,368,736.50

93.889%

Withheld

498,826,201.79

6.111%

TOTAL

8,162,194,938.29

100.000%

Stephen P. Jonas

Affirmative

7,691,649,604.32

94.235%

Withheld

470,545,333.97

5.765%

TOTAL

8,162,194,938.29

100.000%

Marie L. Knowles

Affirmative

7,715,176,904.55

94.523%

Withheld

447,018,033.74

5.477%

TOTAL

8,162,194,938.29

100.000%

# of
Votes

% of
Votes

Ned C. Lautenbach

Affirmative

7,724,450,005.27

94.637%

Withheld

437,744,933.02

5.363%

TOTAL

8,162,194,938.29

100.000%

Marvin L. Mann

Affirmative

7,705,305,152.88

94.402%

Withheld

456,889,785.41

5.598%

TOTAL

8,162,194,938.29

100.000%

William O. McCoy

Affirmative

7,694,658,613.44

94.272%

Withheld

467,536,324.85

5.728%

TOTAL

8,162,194,938.29

100.000%

Robert L. Reynolds

Affirmative

7,712,454,548.18

94.490%

Withheld

449,740,390.11

5.510%

TOTAL

8,162,194,938.29

100.000%

Cornelia M. Small

Affirmative

7,719,750,543.37

94.579%

Withheld

442,444,394.92

5.421%

TOTAL

8,162,194,938.29

100.000%

William S. Stavropoulos

Affirmative

7,721,337,234.05

94.599%

Withheld

440,857,704.24

5.401%

TOTAL

8,162,194,938.29

100.000%

Kenneth L. Wolfe

Affirmative

7,720,752,910.62

94.592%

Withheld

441,442,027.67

5.408%

TOTAL

8,162,194,938.29

100.000%

A Denotes trust-wide proposals and voting results.

B Effective on or about January 1, 2006.

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

Destiny I

On January 19, 2006, the Board of Trustees, including the Independent Trustees (together, the Board), voted to approve a general research services agreement (the Agreement) between FMR, FMR Co., Inc. (FMRC), Fidelity Investments Money Management, Inc. (FIMM), and Fidelity Research & Analysis Company (FRAC) (together, the Investment Advisers) for the fund, effective January 20, 2006, pursuant to which FRAC may provide general research and investment advisory support services to FMRC and FIMM. The Board considered that it has approved previously various sub-advisory agreements for the fund with affiliates of FMR that allow FMR to obtain research, non-discretionary advice, or discretionary portfolio management at no additional expense to the fund. The Board, assisted by the advice of fund counsel and independent Trustees' counsel, considered a broad range of information and determined that it would be beneficial for the fund to access the research and investment advisory support services supplied by FRAC at no additional expense to the fund.

The Board reached this determination in part because the new arrangement will involve no changes in (i) the contractual terms of and fees payable under the fund's management contract or sub-advisory agreements; (ii) the investment process or strategies employed in the management of the fund's assets; (iii) the nature or level of services provided under the fund's management contract or sub-advisory agreements; (iv) the day-to-day management of the fund or the persons primarily responsible for such management; or (v) the ultimate control or beneficial ownership of FMR, FMRC, or FIMM. The Board also considered that the establishment of the Agreement would not necessitate prior shareholder approval of the Agreement or result in an assignment and termination of the fund's management contract or sub-advisory agreements under the Investment Company Act of 1940.

Because the Board was approving an arrangement with FRAC under which the fund will not bear any additional management fees or expenses and under which the fund's portfolio manager would not change, it did not consider the fund's investment performance, competitiveness of management fee and total expenses, costs of services and profitability, or economies of scale to be significant factors in its decision.

In connection with its future renewal of the fund's management contract and sub-advisory agreements, the Board will consider: (i) the nature, extent, and quality of services provided to the fund, including shareholder and administrative services and investment performance; (ii) the competitiveness of the fund's management fee and total expenses; (iii) the costs of the services and profitability, including the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering, and servicing the fund and its shareholders; and (iv) whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies.

Based on its evaluation of all of the conclusions noted above, and after considering all material factors, the Board ultimately concluded that the fund's Agreement is fair and reasonable, and that the fund's Agreement should be approved.

Semiannual Report

Semiannual Report

Semiannual Report

Fidelity
Destiny Portfolios:
Destiny I - 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 Research & Analysis Company
(formerly Fidelity Management & Research (Far East) Inc.)
Fidelity Investments Japan Limited
Fidelity International Investment Advisers
Fidelity International Investment Advisers (U.K.) Limited

GENERAL DISTRIBUTOR

Fidelity Distributors Corporation
Boston, MA

TRANSFER AND SERVICE AGENT

Fidelity Service Company, Inc.
Boston, MA

CUSTODIAN

State Street Bank and Trust Company
Boston, MA

DESIO-USAN-0506

1.791867.102



Fidelity Advisor

Destiny I Fund

Class A, Class T, Class B and Class C

Semiannual Report

March 31, 2006

(2_fidelity_logos) (Registered_Trademark)

Class A, Class T, Class B,
and Class C are classes
of Destiny® I

Contents

Semiannual Report

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

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.

Proxy Voting Results

<Click Here>

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://www.advisor.fidelity.com.

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including Destiny Plan Creation and Sales Charges on purchases of Class O and certain purchases of Class A, sales charges (loads) on purchase payments or redemption proceeds and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (October 1, 2005 to March 31, 2006).

Actual Expenses

The first line of the table below for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Beginning
Account Value
October 1, 2005

Ending
Account Value
March 31, 2006

Expenses Paid
During Period*
October 1, 2005
to March 31, 2006

Class O

Actual

$ 1,000.00

$ 1,111.50

$ 2.58

HypotheticalA

$ 1,000.00

$ 1,022.49

$ 2.47

Class A

Actual

$ 1,000.00

$ 1,109.60

$ 5.00

HypotheticalA

$ 1,000.00

$ 1,020.19

$ 4.78

Class T

Actual

$ 1,000.00

$ 1,107.40

$ 6.62

HypotheticalA

$ 1,000.00

$ 1,018.65

$ 6.34

Class B

Actual

$ 1,000.00

$ 1,104.80

$ 9.18

HypotheticalA

$ 1,000.00

$ 1,016.21

$ 8.80

Class C

Actual

$ 1,000.00

$ 1,104.90

$ 9.34

HypotheticalA

$ 1,000.00

$ 1,016.06

$ 8.95

Institutional Class

Actual

$ 1,000.00

$ 1,110.80

$ 4.26

HypotheticalA

$ 1,000.00

$ 1,020.89

$ 4.08

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

Annualized
Expense Ratio

Class O

.49%

Class A

.95%

Class T

1.26%

Class B

1.75%

Class C

1.78%

Institutional Class

.81%

Semiannual Report

Investment Changes

Top Ten Equity Holdings

as of March 31, 2006

as of September 30, 2005

General Electric Co.

American International Group, Inc.

American International Group, Inc.

General Electric Co.

Home Depot, Inc.

Wal-Mart Stores, Inc.

Bank of America Corp.

Microsoft Corp.

Johnson & Johnson

Home Depot, Inc.

Wal-Mart Stores, Inc.

Robert Half International, Inc.

UnitedHealth Group, Inc.

eBay, Inc.

Google, Inc. Class A (sub. vtg.)

Dell, Inc.

Robert Half International, Inc.

UnitedHealth Group, Inc.

ACE Ltd.

Goldman Sachs Group, Inc.

Top Five Market Sectors

as of March 31, 2006

% of fund's net assets

as of September 30, 2005

% of fund's net assets

Financials

22.8

Financials

28.2

Information Technology

17.6

Information Technology

16.8

Energy

13.9

Industrials

14.6

Consumer Discretionary

13.6

Consumer Discretionary

14.1

Industrials

13.0

Energy

13.0

Asset Allocation (% of fund's net assets)

As of March 31, 2006 *

As of September 30, 2005 **

Stocks 99.4%

Stocks 98.7%

Short-Term Investments and
Net Other Assets 0.6%

Short-Term Investments and
Net Other Assets 1.3%

* Foreign investments

12.9%

** Foreign investments

12.1%



Semiannual Report

Investments March 31, 2006 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.4%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 13.6%

Diversified Consumer Services - 2.2%

Apollo Group, Inc. Class A (a)

1,193,759

$ 62,684,285

Bright Horizons Family Solutions, Inc. (a)

425,700

16,487,361

79,171,646

Hotels, Restaurants & Leisure - 1.4%

Carnival Corp. unit

608,900

28,843,593

Red Robin Gourmet Burgers, Inc. (a)

400,000

18,880,000

Starbucks Corp. (a)

23,466

883,260

48,606,853

Media - 1.9%

Clear Channel Communications, Inc.

1,434,100

41,603,241

Clear Channel Outdoor Holding, Inc. Class A

248,100

5,817,945

Lamar Advertising Co. Class A (a)

315,875

16,621,343

McGraw-Hill Companies, Inc.

58,495

3,370,482

67,413,011

Specialty Retail - 7.8%

Aeropostale, Inc. (a)

582,700

17,574,232

Best Buy Co., Inc.

1,021,537

57,134,564

Home Depot, Inc.

3,563,340

150,729,282

Staples, Inc.

2,036,200

51,963,824

277,401,902

Textiles, Apparel & Luxury Goods - 0.3%

Fossil, Inc. (a)

544,902

10,124,279

TOTAL CONSUMER DISCRETIONARY

482,717,691

CONSUMER STAPLES - 5.0%

Food & Staples Retailing - 4.4%

CVS Corp.

855,600

25,556,772

Wal-Mart Stores, Inc.

2,747,700

129,801,348

155,358,120

Food Products - 0.6%

Nestle SA (Reg.)

76,928

22,834,128

TOTAL CONSUMER STAPLES

178,192,248

ENERGY - 13.9%

Energy Equipment & Services - 5.6%

BJ Services Co.

306,984

10,621,646

Halliburton Co.

630,100

46,009,902

National Oilwell Varco, Inc. (a)

332,100

21,294,252

Noble Corp.

340,300

27,598,330

Schlumberger Ltd. (NY Shares)

433,400

54,855,438

Smith International, Inc.

322,000

12,545,120

Weatherford International Ltd. (a)

517,600

23,680,200

196,604,888

Shares

Value (Note 1)

Oil, Gas & Consumable Fuels - 8.3%

Amerada Hess Corp.

140,400

$ 19,992,960

Apache Corp.

421,700

27,625,567

ConocoPhillips

1,129,600

71,334,240

Forest Oil Corp. (a)

345,000

12,827,100

Mariner Energy, Inc. New (a)

279,208

5,726,556

Occidental Petroleum Corp.

487,600

45,176,140

Total SA sponsored ADR

291,100

38,346,603

Valero Energy Corp.

899,800

53,790,044

XTO Energy, Inc.

450,000

19,606,500

294,425,710

TOTAL ENERGY

491,030,598

FINANCIALS - 22.8%

Capital Markets - 1.7%

Goldman Sachs Group, Inc.

177,420

27,847,843

UBS AG (NY Shares)

295,500

32,496,135

60,343,978

Commercial Banks - 4.6%

Bank of America Corp.

3,237,300

147,426,642

Standard Chartered PLC (United Kingdom)

681,505

16,953,110

164,379,752

Diversified Financial Services - 1.5%

JPMorgan Chase & Co.

1,287,500

53,611,500

Insurance - 15.0%

ACE Ltd.

1,680,170

87,385,642

AMBAC Financial Group, Inc.

989,000

78,724,400

American International Group, Inc.

3,394,764

224,359,953

Hartford Financial Services Group, Inc.

391,500

31,535,325

W.R. Berkley Corp.

593,576

34,463,023

XL Capital Ltd. Class A

1,142,600

73,252,086

529,720,429

TOTAL FINANCIALS

808,055,659

HEALTH CARE - 12.4%

Biotechnology - 2.0%

Alkermes, Inc. (a)

500,000

11,025,000

Cephalon, Inc. (a)(d)

687,700

41,433,925

Illumina, Inc. (a)

309,262

7,344,973

Vertex Pharmaceuticals, Inc. (a)

250,000

9,147,500

68,951,398

Health Care Equipment & Supplies - 1.0%

C.R. Bard, Inc.

272,800

18,498,568

Waters Corp. (a)

424,000

18,295,600

36,794,168

Health Care Providers & Services - 3.0%

UnitedHealth Group, Inc.

1,885,700

105,335,202

Pharmaceuticals - 6.4%

Allergan, Inc.

304,400

33,027,400

Common Stocks - continued

Shares

Value (Note 1)

HEALTH CARE - continued

Pharmaceuticals - continued

Elan Corp. PLC sponsored ADR (a)(d)

866,400

$ 12,510,816

Johnson & Johnson

2,422,400

143,454,528

Roche Holding AG (participation certificate)

132,447

19,717,720

Teva Pharmaceutical Industries Ltd. sponsored ADR

469,400

19,329,892

228,040,356

TOTAL HEALTH CARE

439,121,124

INDUSTRIALS - 13.0%

Aerospace & Defense - 2.2%

Honeywell International, Inc.

1,867,800

79,885,806

Commercial Services & Supplies - 2.8%

Robert Half International, Inc.

2,564,580

99,018,434

Industrial Conglomerates - 7.3%

General Electric Co.

7,201,300

250,461,212

Smiths Group PLC

510,590

8,718,929

259,180,141

Machinery - 0.7%

Deere & Co.

303,900

24,023,295

TOTAL INDUSTRIALS

462,107,676

INFORMATION TECHNOLOGY - 17.6%

Communications Equipment - 0.9%

Research In Motion Ltd. (a)

372,500

31,619,154

Computers & Peripherals - 3.0%

Dell, Inc. (a)

2,794,700

83,170,272

NCR Corp. (a)

499,600

20,878,284

104,048,556

Electronic Equipment & Instruments - 1.0%

Amphenol Corp. Class A

416,890

21,753,320

CDW Corp.

251,700

14,812,545

36,565,865

Internet Software & Services - 5.5%

eBay, Inc. (a)

1,846,076

72,107,729

Google, Inc. Class A (sub. vtg.) (a)(d)

267,800

104,442,000

Yahoo!, Inc. (a)

579,500

18,694,670

195,244,399

IT Services - 0.5%

Affiliated Computer Services, Inc. Class A (a)

288,100

17,188,046

Office Electronics - 0.2%

Zebra Technologies Corp. Class A (a)

187,522

8,385,984

Semiconductors & Semiconductor Equipment - 1.4%

ARM Holdings PLC sponsored ADR

3,113,400

21,451,326

Shares

Value (Note 1)

FormFactor, Inc. (a)

257,300

$ 10,117,036

Intel Corp.

873,200

16,896,420

48,464,782

Software - 5.1%

Cognos, Inc. (a)

400,000

15,560,666

Microsoft Corp.

2,949,598

80,258,562

Oracle Corp. (a)

3,934,800

53,867,412

Symantec Corp. (a)

1,872,900

31,520,907

181,207,547

TOTAL INFORMATION TECHNOLOGY

622,724,333

MATERIALS - 1.1%

Chemicals - 0.5%

Praxair, Inc.

312,900

17,256,435

Metals & Mining - 0.6%

Mittal Steel Co. NV Class A (NY Shares) (d)

577,800

21,811,950

TOTAL MATERIALS

39,068,385

TOTAL COMMON STOCKS

(Cost $3,236,754,367)

3,523,017,714

Nonconvertible Preferred Stocks - 0.0%

HEALTH CARE - 0.0%

Biotechnology - 0.0%

GeneProt, Inc. Series A (e)

262,000

262

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $1,426,590)

262

Money Market Funds - 3.0%

Fidelity Cash Central Fund, 4.77% (b)

21,312,917

21,312,917

Fidelity Securities Lending Cash Central Fund, 4.81% (b)(c)

84,162,750

84,162,750

TOTAL MONEY MARKET FUNDS

(Cost $105,475,667)

105,475,667

TOTAL INVESTMENT PORTFOLIO - 102.4%

(Cost $3,343,656,624)

3,628,493,643

NET OTHER ASSETS - (2.4)%

(86,228,828)

NET ASSETS - 100%

$ 3,542,264,815

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

(e) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $262 or 0.0% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

GeneProt, Inc. Series A

7/7/00

$ 1,426,590

Affiliated Central Funds

Information regarding fiscal year to date income earned by the fund from the affiliated Central funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 640,976

Fidelity Securities Lending Cash Central Fund

336,667

Total

$ 977,643

Other Information

Distribution of investments by country of issue, as a percentage of total net assets, is as follows:

United States of America

87.1%

Bermuda

2.5%

Switzerland

2.1%

Netherlands Antilles

1.5%

Canada

1.3%

United Kingdom

1.3%

France

1.1%

Others (individually less than 1%)

3.1%

100.0%

Income Tax Information

At September 30, 2005, the fund had a capital loss carryforward of approximately $896,826,762 of which $166,281,599 and $730,545,163 will expire on September 30, 2010 and 2011, respectively.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

March 31, 2006 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $82,203,778) - See accompanying schedule:

Unaffiliated issuers (cost $3,238,180,957)

$ 3,523,017,976

Affiliated Central Funds (cost $105,475,667)

105,475,667

Total Investments (cost $3,343,656,624)

$ 3,628,493,643

Receivable for investments sold

10,880,733

Receivable for fund shares sold

1,055,984

Dividends receivable

4,283,387

Interest receivable

71,315

Prepaid expenses

10,664

Receivable from investment adviser for expense reductions

10,690

Other affiliated receivables

53,957

Other receivables

174,448

Total assets

3,645,034,821

Liabilities

Payable for investments purchased

$ 14,078,963

Payable for fund shares redeemed

2,794,359

Accrued management fee

1,285,525

Distribution fees payable

23,643

Other affiliated payables

325,001

Other payables and accrued expenses

99,765

Collateral on securities loaned, at value

84,162,750

Total liabilities

102,770,006

Net Assets

$ 3,542,264,815

Net Assets consist of:

Paid in capital

$ 3,979,746,059

Undistributed net investment income

6,628,437

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

(728,946,582)

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

284,836,901

Net Assets

$ 3,542,264,815

Statement of Assets and Liabilities - continued

Class O:
Net Asset Value, offering price and redemption price per share ($3,104,484,017 ÷ 208,304,188 shares)

$ 14.90

Class A:
Net Asset Value and redemption price per share ($104,678,022 ÷ 7,149,356 shares)

$ 14.64

Maximum offering price per share (100/94.25 of $14.64)

$ 15.53

Class T:
Net Asset Value and redemption price per share ($3,626,356 ÷ 248,739 shares)

$ 14.58

Maximum offering price per share (100/96.50 of $14.58)

$ 15.11

Class B:
Net Asset Value and offering price per share ($289,504 ÷ 19,892 shares)A

$ 14.55

Class C:
Net Asset Value and offering price per share ($431,897 ÷ 29,702 shares)A

$ 14.54

Institutional Class:
Net Asset Value, offering price and redemption price per share ($328,755,019 ÷ 22,097,497 shares)

$ 14.88

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended March 31, 2006 (Unaudited)

Investment Income

Dividends

$ 19,981,115

Interest

818

Income from affiliated Central Funds

977,643

Total income

20,959,576

Expenses

Management fee

$ 7,222,741

Transfer agent fees

415,437

Distribution fees

123,537

Accounting and security lending fees

516,223

Independent trustees' compensation

6,585

Appreciation in deferred trustee compensation account

7,725

Custodian fees and expenses

59,586

Registration fees

62,786

Audit

35,608

Legal

23,469

Interest

1,504

Miscellaneous

87,550

Total expenses before reductions

8,562,751

Expense reductions

(245,691)

8,317,060

Net investment income (loss)

12,642,516

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers (net of foreign taxes of $52,564)

202,325,403

Foreign currency transactions

(60,600)

Total net realized gain (loss)

202,264,803

Change in net unrealized appreciation (depreciation) on:

Investment securities

128,652,856

Assets and liabilities in foreign currencies

6,025

Total change in net unrealized appreciation (depreciation)

128,658,881

Net gain (loss)

330,923,684

Net increase (decrease) in net assets resulting from operations

$ 343,566,200

Statement of Changes in Net Assets

Six months ended
March 31, 2006
(Unaudited)

Year ended
September 30,
2005

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 12,642,516

$ 39,294,530

Net realized gain (loss)

202,264,803

417,400,954

Change in net unrealized appreciation (depreciation)

128,658,881

(6,409,049)

Net increase (decrease) in net assets resulting from operations

343,566,200

450,286,435

Distributions to shareholders from net investment income

(25,013,078)

(41,350,640)

Share transactions - net increase (decrease)

153,504,798

(490,873,071)

Total increase (decrease) in net assets

472,057,920

(81,937,276)

Net Assets

Beginning of period

3,070,206,895

3,152,144,171

End of period (including undistributed net investment income of $6,628,437 and undistributed net investment income of $18,998,999, respectively)

$ 3,542,264,815

$ 3,070,206,895

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

Semiannual Report

Financial Highlights - Class O

Six months ended
March 31, 2006

Years ended September 30,

(Unaudited)

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 13.51

$ 11.85

$ 11.06

$ 9.31

$ 11.56

$ 22.09

Income from Investment Operations

Net investment income (loss) E

.06

.16 F

.10

.09

.10

.12

Net realized and unrealized gain (loss)

1.44

1.66

.78

1.75

(2.23)

(6.74)

Total from investment operations

1.50

1.82

.88

1.84

(2.13)

(6.62)

Distributions from net investment income

(.11)

(.16)

(.09)

(.09)

(.12)

(.13)

Distributions from net realized gain

-

-

-

-

-

(3.78)

Total distributions

(.11)

(.16)

(.09)

(.09)

(.12)

(3.91)

Net asset value, end of period

$ 14.90

$ 13.51

$ 11.85

$ 11.06

$ 9.31

$ 11.56

Total Return B, C, D

11.15%

15.46%

7.96%

19.88%

(18.69)%

(34.55)%

Ratios to Average Net Assets G

Expenses before reductions

.49% A

.49%

.49%

.49%

.48%

.40%

Expenses net of fee waivers, if any

.49% A

.49%

.49%

.49%

.48%

.40%

Expenses net of all reductions

.48% A

.44%

.47%

.46%

.44%

.37%

Net investment income (loss)

.79% A

1.27% F

.79%

.85%

.80%

.75%

Supplemental Data

Net assets, end of period (000 omitted)

$ 3,104,484

$ 2,988,758

$ 3,099,403

$ 3,144,123

$ 2,767,484

$ 3,633,310

Portfolio turnover rate

63% A

130%

52%

71%

93%

119%

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 Investment income per share reflects a special dividend which amounted to $.06 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .82%. 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 fee 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.

Financial Highlights - Class A

Six months ended
March 31, 2006

Years ended September 30,

(Unaudited)

2005 J

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 13.24

$ 11.62

$ 10.87

$ 9.16

$ 11.40

$ 21.90

Income from Investment Operations

Net investment income (loss) F

.02

.08 G

- I

- I

(.01)

(.02)

Net realized and unrealized gain (loss)

1.43

1.62

.77

1.73

(2.20)

(6.66)

Total from investment operations

1.45

1.70

.77

1.73

(2.21)

(6.68)

Distributions from net investment income

(.05)

(.08)

(.02)

(.02)

(.03)

(.04)

Distributions from net realized gain

-

-

-

-

-

(3.78)

Total distributions

(.05)

(.08)

(.02)

(.02)

(.03)

(3.82)

Net asset value, end of period

$ 14.64

$ 13.24

$ 11.62

$ 10.87

$ 9.16

$ 11.40

Total Return B, C, D, E

10.96%

14.68%

7.08%

18.91%

(19.46)%

(35.10)%

Ratios to Average Net Assets H

Expenses before reductions

.95% A

1.09%

1.29%

1.36%

1.36%

1.30%

Expenses net of fee waivers, if any

.95% A

1.08%

1.29%

1.36%

1.36%

1.30%

Expenses net of all reductions

.94% A

1.03%

1.27%

1.32%

1.31%

1.27%

Net investment income (loss)

.33% A

.67% G

-%

(.01)%

(.07)%

(.15)%

Supplemental Data

Net assets, end of period (000 omitted)

$ 104,678

$ 80,938

$ 52,741

$ 31,240

$ 12,572

$ 6,469

Portfolio turnover rate

63% A

130%

52%

71%

93%

119%

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 Total returns do not include the effect of the sales charges. F Calculated based on average shares outstanding during the period. G Investment income per share reflects a special dividend which amounted to $.06 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .22%. H 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 fee 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. I Amount represents less than $.01 per share. J Class N was renamed Class A on July 12, 2005.

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

Semiannual Report

Financial Highlights - Class T

Six months ended
March 31, 2006

Period ended
September 30,

(Unaudited)

2005 F

Selected Per-Share Data

Net asset value, beginning of period

$ 13.24

$ 12.84

Income from Investment Operations

Net investment income (loss) E

- H

- H

Net realized and unrealized gain (loss)

1.42

.40

Total from investment operations

1.42

.40

Distributions from net investment income

(.08)

-

Net asset value, end of period

$ 14.58

$ 13.24

Total Return B, C, D

10.74%

3.12%

Ratios to Average Net Assets G

Expenses before reductions

1.26% A

1.18% A

Expenses net of fee waivers, if any

1.26% A

1.18% A

Expenses net of all reductions

1.25% A

1.13% A

Net investment income (loss)

.02% A

(.04)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 3,626

$ 199

Portfolio turnover rate

63% A

130%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower had certain expenses not been reduced during the periods shown. D Total returns do not include the effect of the sales charges. E Calculated based on average shares outstanding during the period. F For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005. 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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee 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. H Amount represents less than $.01 per share.

Financial Highlights - Class B

Six months ended
March 31, 2006

Period ended
September 30,

(Unaudited)

2005 F

Selected Per-Share Data

Net asset value, beginning of period

$ 13.22

$ 12.84

Income from Investment Operations

Net investment income (loss) E

(.03)

(.02)

Net realized and unrealized gain (loss)

1.41

.40

Total from investment operations

1.38

.38

Distributions from net investment income

(.05)

-

Net asset value, end of period

$ 14.55

$ 13.22

Total Return B, C, D

10.48%

2.96%

Ratios to Average Net Assets G

Expenses before reductions

1.75% A

1.72% A

Expenses net of fee waivers, if any

1.75% A

1.72% A

Expenses net of all reductions

1.74% A

1.67% A

Net investment income (loss)

(.47)% A

(.59)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 290

$ 106

Portfolio turnover rate

63% A

130%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower had certain expenses not been reduced during the periods shown. D Total returns do not include the effect of the contingent deferred sales charge. E Calculated based on average shares outstanding during the period. F For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005. 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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee 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.

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

Semiannual Report

Financial Highlights - Class C

Six months ended
March 31, 2006

Period ended
September 30,

(Unaudited)

2005 F

Selected Per-Share Data

Net asset value, beginning of period

$ 13.22

$ 12.84

Income from Investment Operations

Net investment income (loss) E

(.03)

(.02)

Net realized and unrealized gain (loss)

1.42

.40

Total from investment operations

1.39

.38

Distributions from net investment income

(.07)

-

Net asset value, end of period

$ 14.54

$ 13.22

Total Return B, C, D

10.49%

2.96%

Ratios to Average Net Assets G

Expenses before reductions

1.78% A

1.69% A

Expenses net of fee waivers, if any

1.78% A

1.69% A

Expenses net of all reductions

1.76% A

1.64% A

Net investment income (loss)

(.49)% A

(.56)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 432

$ 103

Portfolio turnover rate

63% A

130%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower had certain expenses not been reduced during the periods shown. D Total returns do not include the effect of the contingent deferred sales charge. E Calculated based on average shares outstanding during the period. F For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005. 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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee 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.

Financial Highlights - Institutional Class

Six months ended
March 31, 2006

Period ended
September 30,

(Unaudited)

2005 E

Selected Per-Share Data

Net asset value, beginning of period

$ 13.50

$ 13.08

Income from Investment Operations

Net investment income (loss) D

.03

.01

Net realized and unrealized gain (loss)

1.46

.41

Total from investment operations

1.49

.42

Distributions from net investment income

(.11)

-

Net asset value, end of period

$ 14.88

$ 13.50

Total Return B, C

11.08%

3.21%

Ratios to Average Net Assets F

Expenses before reductions

.81% A

.69% A

Expenses net of fee waivers, if any

.81% A

.69% A

Expenses net of all reductions

.80% A

.64% A

Net investment income (loss)

.47% A

.41% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 328,755

$ 103

Portfolio turnover rate

63% A

130%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower had certain expenses not been reduced during the periods shown. D Calculated based on average shares outstanding during the period. E For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005. F 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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee 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.

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

Semiannual Report

Notes to Financial Statements

For the period ended March 31, 2006 (Unaudited)

1. Significant Accounting Policies.

Destiny I (the fund) is a fund 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. The fund is authorized to issue an unlimited number of shares. On May 18, 2006, the Board of Trustees approved a change in the name of Destiny I to Fidelity Advisor Diversified Stock Fund effective June 30, 2006.

The fund offers six classes of shares, Class O, Class A, Class T, Class B, Class C, and Institutional Class, 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. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the fund, 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 the 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 Class O are only offered to the general public through Fidelity Systematic Investment Plans: Destiny Plans I: O, a unit investment trust. Shares of Class A are also offered to the general public through Fidelity Systematic Investment Plans: Destiny Plans I: N, a unit investment trust, as well as through intermediaries.

Fidelity intends to continue to offer contractual plans for sale, though pending federal legislation would prohibit future contractual plan sales. As drafted, this proposed legislation would not alter the rights of existing Destiny Planholders.

The fund may invest in affiliated money market central funds (Money Market Central Funds), which are open-end investment companies available to investment companies and other accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. 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 fund:

Security Valuation. Investments are valued and net asset value (NAV) per share is calculated (NAV calculation) as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time. Wherever possible, the fund uses independent pricing services approved by the Board of Trustees to value its investments.

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price. Investments in open-end mutual funds, are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. For example, when developments occur between the close of a market and the close of the NYSE that may materially affect the value of some or all of the securities, or when trading in a security is halted, those securities may be fair valued. Factors used in the determination of fair value may include monitoring news to identify significant market or security specific events such as changes in the value of U.S. securities markets, reviewing developments in foreign markets and evaluating the performance of ADRs, futures contracts and exchange-traded funds. Because the fund's utilization of fair value pricing depends on market activity, the frequency with which fair value pricing is used can not be predicted and may be utilized to a significant extent. The value of securities used for NAV calculation under fair value pricing may differ from published prices for the same securities.

Foreign Currency. The fund uses 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.

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. 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 fund is 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 is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. 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 each fund in the trust.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent 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 the fund or are invested in a cross-section of other Fidelity funds, and are marked-to-market. Deferred amounts remain in the fund until distributed in accordance with the Plan.

Income Tax Information and Distributions to Shareholders. Each year, the fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements. Foreign taxes are provided for based on the fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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. In addition, the fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investments and unrealized appreciation (depreciation) as of period end were as follows:

Unrealized appreciation

$ 414,102,412

Unrealized depreciation

(157,784,861)

Net unrealized appreciation (depreciation)

256,317,551

Cost for federal income tax purposes

$ 3,372,176,092

2. Operating Policies.

Repurchase Agreements. FMR has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. The fund may also invest directly with institutions in repurchase agreements. Repurchase agreements are collateralized by government or non-government securities. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Restricted Securities. The fund 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 at the end of the fund's Schedule of Investments.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,188,218,068 and $1,026,052,965, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .17% of the fund's average net assets and a group fee rate that averaged .27% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .44% of the fund's average net assets.

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the fund and providing shareholder support services. For the period, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.25%

116,850

9,318

Class T

.25%

.25%

4,420

308

Class B

.75%

.25%

851

773

Class C

.75%

.25%

1,416

1,135

$ 123,537

$ 11,534

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, 1.00% to .50% for certain purchases of Class A shares (.25% prior to February 24, 2006) and .25% for certain purchases of Class T shares. Class A shares purchased through the Fidelity Systematic Investment Plans are not subject to these front-end and contingent deferred sales charges.

For the period, sales charge amounts retained by FDC were as follows:

Retained
by FDC

Class A

1,944

Class T

727

Class B *

-

Class C *

-

$ 2,671

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class. FSC receives account fees and asset-based fees that vary according to account size and type of account of the shareholders of the respective classes of the fund. FSC does not receive a fee for Class O Destiny Plan accounts. In addition, FSC pays for typesetting, printing, and mailing of shareholder reports, except proxy statements. For the period, the total transfer agent fees paid by each class to FSC were as follows:

Amount

% of
Average
Net Assets

Class O

$ 109,131

.01 *

Class A

101,908

.22 *

Class T

2,422

.27 *

Class B

238

.28 *

Class C

411

.29*

Institutional Class

201,327

.34 *

$ 415,437

* Annualized

Accounting and Security Lending Fees. FSC maintains the fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Affiliated Central Funds. The fund may invest in Money Market Central Funds which seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

The Money Market Central Funds do not pay a management fee.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions. 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 $11,630 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Daily
Loan Balance

Weighted Average
Interest Rate

Interest
Expense

Borrower

$ 12,199,000

4.44%

$ 1,504

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $4.2 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 fund has agreed to pay commitment fees on its pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit.

6. Security Lending.

The fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the 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 fund and any additional required collateral is delivered to the fund 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. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from affiliated central funds. Net income from lending portfolio securities during the period amounted to $336,667.

7. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of the fund's Class O and Class A operating expenses. During the period, this reimbursement reduced expenses as follows:

Reimbursement
from adviser

Class O

10,332

Class A

358

$ 10,690

Many of the brokers with whom FMR places trades on behalf of the fund provided services to the fund in addition to trade execution. These services included payments of certain expenses on behalf of the fund totaling $233,743 for the period. In addition, through arrangements with each class' transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, credits reduced each class' transfer agent expense as noted in the table below.

Transfer Agent
expense reduction

Class O

$ 1,258

8. Other.

The fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the fund. In the normal course of business, the fund may also enter into contracts that provide general indemnifications. The fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the fund. The risk of material loss from such claims is considered remote.

Semiannual Report

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended March 31,
2006

Year ended
September 30,
2005

From net investment income

Class O

$ 24,229,492

$ 40,955,964

Class A

321,645

394,677

Class T

1,411

-

Class B

610

-

Class C

1,082

-

Institutional Class

458,838

-

Total

$ 25,013,078

$ 41,350,641

10. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended March 31,
2006

Year ended
September 30,
2005 A

Six months ended
March 31,
2006

Year ended
September 30,
2005 A

Class O

Shares sold

2,031,843

5,206,566

$ 29,089,594

$ 65,570,236

Reinvestment of distributions

1,401,692

2,742,268

20,198,420

34,388,033

Shares redeemed

(16,410,276)

(48,261,972)

(235,458,745)

(610,764,881)

Net increase (decrease)

(12,976,741)

(40,313,138)

$ (186,170,731)

$ (510,806,612)

Class A

Shares sold

1,282,402

1,996,836

$ 18,182,634

$ 24,737,006

Reinvestment of distributions

20,569

30,337

291,665

374,662

Shares redeemed

(264,846)

(456,304)

(3,732,654)

(5,677,227)

Net increase (decrease)

1,038,125

1,570,869

$ 14,741,645

$ 19,434,441

Class T

Shares sold

237,874

15,069

$ 3,395,455

$ 196,319

Reinvestment of distributions

100

-

1,411

-

Shares redeemed

(4,304)

-

(62,174)

-

Net increase (decrease)

233,670

15,069

$ 3,334,692

$ 196,319

Class B

Shares sold

12,061

8,001

$ 171,127

$ 102,781

Reinvestment of distributions

43

-

610

-

Shares redeemed

(213)

-

(2,742)

-

Net increase (decrease)

11,891

8,001

$ 168,995

$ 102,781

Class C

Shares sold

21,870

7,788

$ 308,131

$ 100,000

Reinvestment of distributions

44

-

624

-

Net increase (decrease)

21,914

7,788

$ 308,755

$ 100,000

Institutional Class

Shares sold

23,290,678

7,645

$ 338,774,551

$ 100,000

Reinvestment of distributions

31,810

-

458,064

-

Shares redeemed

(1,232,636)

-

(18,111,173)

-

Net increase (decrease)

22,089,852

7,645

$ 321,121,442

$ 100,000

A Share transactions for Class T, B, C and Institutional Class are for the period July 12, 2005 (commencement of sale of shares) to September 30, 2005.

Semiannual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on October 26, 2005. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To amend the Declaration of Trust to allow the Board of Trustees,
if permitted by applicable law, to authorize fund mergers without shareholder approval. A

# of
Votes

% of
Votes

Affirmative

6,208,382,690.71

76.063%

Against

1,724,200,246.58

21.124%

Abstain

229,323,062.04

2.810%

Broker Non-Votes

288,938.96

0.004%

TOTAL

8,162,194,938.29

100.000%

PROPOSAL 2

To elect a Board of Trustees. A

# of
Votes

% of
Votes

Dennis J. Dirks

Affirmative

7,841,421,406.70

96.070%

Withheld

320,773,531.59

3.930%

TOTAL

8,162,194,938.29

100.000%

Albert R. Gamper, Jr. B

Affirmative

7,828,620,938.56

95.913%

Withheld

333,573,999.73

4.087%

TOTAL

8,162,194,938.29

100.000%

Robert M. Gates

Affirmative

7,698,226,995.74

94.316%

Withheld

463,967,942.55

5.684%

TOTAL

8,162,194,938.29

100.000%

George H. Heilmeier

Affirmative

7,718,888,655.41

94.569%

Withheld

443,306,282.88

5.431%

TOTAL

8,162,194,938.29

100.000%

Abigail P. Johnson

Affirmative

7,673,911,405.84

94.018%

Withheld

488,283,532.45

5.982%

TOTAL

8,162,194,938.29

100.000%

Edward C. Johnson 3d

Affirmative

7,663,368,736.50

93.889%

Withheld

498,826,201.79

6.111%

TOTAL

8,162,194,938.29

100.000%

Stephen P. Jonas

Affirmative

7,691,649,604.32

94.235%

Withheld

470,545,333.97

5.765%

TOTAL

8,162,194,938.29

100.000%

Marie L. Knowles

Affirmative

7,715,176,904.55

94.523%

Withheld

447,018,033.74

5.477%

TOTAL

8,162,194,938.29

100.000%

# of
Votes

% of
Votes

Ned C. Lautenbach

Affirmative

7,724,450,005.27

94.637%

Withheld

437,744,933.02

5.363%

TOTAL

8,162,194,938.29

100.000%

Marvin L. Mann

Affirmative

7,705,305,152.88

94.402%

Withheld

456,889,785.41

5.598%

TOTAL

8,162,194,938.29

100.000%

William O. McCoy

Affirmative

7,694,658,613.44

94.272%

Withheld

467,536,324.85

5.728%

TOTAL

8,162,194,938.29

100.000%

Robert L. Reynolds

Affirmative

7,712,454,548.18

94.490%

Withheld

449,740,390.11

5.510%

TOTAL

8,162,194,938.29

100.000%

Cornelia M. Small

Affirmative

7,719,750,543.37

94.579%

Withheld

442,444,394.92

5.421%

TOTAL

8,162,194,938.29

100.000%

William S. Stavropoulos

Affirmative

7,721,337,234.05

94.599%

Withheld

440,857,704.24

5.401%

TOTAL

8,162,194,938.29

100.000%

Kenneth L. Wolfe

Affirmative

7,720,752,910.62

94.592%

Withheld

441,442,027.67

5.408%

TOTAL

8,162,194,938.29

100.000%

A Denotes trust-wide proposals and voting results.

B Effective on or about January 1, 2006.

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

Destiny I

On January 19, 2006, the Board of Trustees, including the Independent Trustees (together, the Board), voted to approve a general research services agreement (the Agreement) between FMR, FMR Co., Inc. (FMRC), Fidelity Investments Money Management, Inc. (FIMM), and Fidelity Research & Analysis Company (FRAC) (together, the Investment Advisers) for the fund, effective January 20, 2006, pursuant to which FRAC may provide general research and investment advisory support services to FMRC and FIMM. The Board considered that it has approved previously various sub-advisory agreements for the fund with affiliates of FMR that allow FMR to obtain research, non-discretionary advice, or discretionary portfolio management at no additional expense to the fund. The Board, assisted by the advice of fund counsel and independent Trustees' counsel, considered a broad range of information and determined that it would be beneficial for the fund to access the research and investment advisory support services supplied by FRAC at no additional expense to the fund.

The Board reached this determination in part because the new arrangement will involve no changes in (i) the contractual terms of and fees payable under the fund's management contract or sub-advisory agreements; (ii) the investment process or strategies employed in the management of the fund's assets; (iii) the nature or level of services provided under the fund's management contract or sub-advisory agreements; (iv) the day-to-day management of the fund or the persons primarily responsible for such management; or (v) the ultimate control or beneficial ownership of FMR, FMRC, or FIMM. The Board also considered that the establishment of the Agreement would not necessitate prior shareholder approval of the Agreement or result in an assignment and termination of the fund's management contract or sub-advisory agreements under the Investment Company Act of 1940.

Because the Board was approving an arrangement with FRAC under which the fund will not bear any additional management fees or expenses and under which the fund's portfolio manager would not change, it did not consider the fund's investment performance, competitiveness of management fee and total expenses, costs of services and profitability, or economies of scale to be significant factors in its decision.

In connection with its future renewal of the fund's management contract and sub-advisory agreements, the Board will consider: (i) the nature, extent, and quality of services provided to the fund, including shareholder and administrative services and investment performance; (ii) the competitiveness of the fund's management fee and total expenses; (iii) the costs of the services and profitability, including the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering, and servicing the fund and its shareholders; and (iv) whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies.

Based on its evaluation of all of the conclusions noted above, and after considering all material factors, the Board ultimately concluded that the fund's Agreement is fair and reasonable, and that the fund's Agreement should be approved.

Semiannual Report

Fidelity Advisor
Destiny I Fund - Class A, T, B, and C

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 Research & Analysis Company
(formerly Fidelity Management & Research (Far East) Inc.)
Fidelity Investments Japan Limited
Fidelity International Investment Advisers
Fidelity International Investment Advisers (U.K.) Limited

GENERAL DISTRIBUTOR

Fidelity Distributors Corporation
Boston, MA

TRANSFER AND SERVICE AGENT

Fidelity Service Company, Inc.
Boston, MA

CUSTODIAN

State Street Bank and Trust Company
Boston, MA

ADESI-USAN-0506

1.814746.100



Fidelity Advisor

Destiny I Fund

Institutional Class

Semiannual Report

March 31, 2006

(2_fidelity_logos) (Registered_Trademark)

Institutional Class
is a class of Destiny® I

Contents

Semiannual Report

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

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.

Proxy Voting Results

<Click Here>

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://www.advisor.fidelity.com.

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including Destiny Plan Creation and Sales Charges on purchases of Class O and certain purchases of Class A, sales charges (loads) on purchase payments or redemption proceeds and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (October 1, 2005 to March 31, 2006).

Actual Expenses

The first line of the table below for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Beginning
Account Value
October 1, 2005

Ending
Account Value
March 31, 2006

Expenses Paid
During Period*
October 1, 2005
to March 31, 2006

Class O

Actual

$ 1,000.00

$ 1,111.50

$ 2.58

HypotheticalA

$ 1,000.00

$ 1,022.49

$ 2.47

Class A

Actual

$ 1,000.00

$ 1,109.60

$ 5.00

HypotheticalA

$ 1,000.00

$ 1,020.19

$ 4.78

Class T

Actual

$ 1,000.00

$ 1,107.40

$ 6.62

HypotheticalA

$ 1,000.00

$ 1,018.65

$ 6.34

Class B

Actual

$ 1,000.00

$ 1,104.80

$ 9.18

HypotheticalA

$ 1,000.00

$ 1,016.21

$ 8.80

Class C

Actual

$ 1,000.00

$ 1,104.90

$ 9.34

HypotheticalA

$ 1,000.00

$ 1,016.06

$ 8.95

Institutional Class

Actual

$ 1,000.00

$ 1,110.80

$ 4.26

HypotheticalA

$ 1,000.00

$ 1,020.89

$ 4.08

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

Annualized
Expense Ratio

Class O

.49%

Class A

.95%

Class T

1.26%

Class B

1.75%

Class C

1.78%

Institutional Class

.81%

Semiannual Report

Investment Changes

Top Ten Equity Holdings

as of March 31, 2006

as of September 30, 2005

General Electric Co.

American International Group, Inc.

American International Group, Inc.

General Electric Co.

Home Depot, Inc.

Wal-Mart Stores, Inc.

Bank of America Corp.

Microsoft Corp.

Johnson & Johnson

Home Depot, Inc.

Wal-Mart Stores, Inc.

Robert Half International, Inc.

UnitedHealth Group, Inc.

eBay, Inc.

Google, Inc. Class A (sub. vtg.)

Dell, Inc.

Robert Half International, Inc.

UnitedHealth Group, Inc.

ACE Ltd.

Goldman Sachs Group, Inc.

Top Five Market Sectors

as of March 31, 2006

% of fund's net assets

as of September 30, 2005

% of fund's net assets

Financials

22.8

Financials

28.2

Information Technology

17.6

Information Technology

16.8

Energy

13.9

Industrials

14.6

Consumer Discretionary

13.6

Consumer Discretionary

14.1

Industrials

13.0

Energy

13.0

Asset Allocation (% of fund's net assets)

As of March 31, 2006 *

As of September 30, 2005 **

Stocks 99.4%

Stocks 98.7%

Short-Term Investments and
Net Other Assets 0.6%

Short-Term Investments and
Net Other Assets 1.3%

* Foreign investments

12.9%

** Foreign investments

12.1%



Semiannual Report

Investments March 31, 2006 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.4%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 13.6%

Diversified Consumer Services - 2.2%

Apollo Group, Inc. Class A (a)

1,193,759

$ 62,684,285

Bright Horizons Family Solutions, Inc. (a)

425,700

16,487,361

79,171,646

Hotels, Restaurants & Leisure - 1.4%

Carnival Corp. unit

608,900

28,843,593

Red Robin Gourmet Burgers, Inc. (a)

400,000

18,880,000

Starbucks Corp. (a)

23,466

883,260

48,606,853

Media - 1.9%

Clear Channel Communications, Inc.

1,434,100

41,603,241

Clear Channel Outdoor Holding, Inc. Class A

248,100

5,817,945

Lamar Advertising Co. Class A (a)

315,875

16,621,343

McGraw-Hill Companies, Inc.

58,495

3,370,482

67,413,011

Specialty Retail - 7.8%

Aeropostale, Inc. (a)

582,700

17,574,232

Best Buy Co., Inc.

1,021,537

57,134,564

Home Depot, Inc.

3,563,340

150,729,282

Staples, Inc.

2,036,200

51,963,824

277,401,902

Textiles, Apparel & Luxury Goods - 0.3%

Fossil, Inc. (a)

544,902

10,124,279

TOTAL CONSUMER DISCRETIONARY

482,717,691

CONSUMER STAPLES - 5.0%

Food & Staples Retailing - 4.4%

CVS Corp.

855,600

25,556,772

Wal-Mart Stores, Inc.

2,747,700

129,801,348

155,358,120

Food Products - 0.6%

Nestle SA (Reg.)

76,928

22,834,128

TOTAL CONSUMER STAPLES

178,192,248

ENERGY - 13.9%

Energy Equipment & Services - 5.6%

BJ Services Co.

306,984

10,621,646

Halliburton Co.

630,100

46,009,902

National Oilwell Varco, Inc. (a)

332,100

21,294,252

Noble Corp.

340,300

27,598,330

Schlumberger Ltd. (NY Shares)

433,400

54,855,438

Smith International, Inc.

322,000

12,545,120

Weatherford International Ltd. (a)

517,600

23,680,200

196,604,888

Shares

Value (Note 1)

Oil, Gas & Consumable Fuels - 8.3%

Amerada Hess Corp.

140,400

$ 19,992,960

Apache Corp.

421,700

27,625,567

ConocoPhillips

1,129,600

71,334,240

Forest Oil Corp. (a)

345,000

12,827,100

Mariner Energy, Inc. New (a)

279,208

5,726,556

Occidental Petroleum Corp.

487,600

45,176,140

Total SA sponsored ADR

291,100

38,346,603

Valero Energy Corp.

899,800

53,790,044

XTO Energy, Inc.

450,000

19,606,500

294,425,710

TOTAL ENERGY

491,030,598

FINANCIALS - 22.8%

Capital Markets - 1.7%

Goldman Sachs Group, Inc.

177,420

27,847,843

UBS AG (NY Shares)

295,500

32,496,135

60,343,978

Commercial Banks - 4.6%

Bank of America Corp.

3,237,300

147,426,642

Standard Chartered PLC (United Kingdom)

681,505

16,953,110

164,379,752

Diversified Financial Services - 1.5%

JPMorgan Chase & Co.

1,287,500

53,611,500

Insurance - 15.0%

ACE Ltd.

1,680,170

87,385,642

AMBAC Financial Group, Inc.

989,000

78,724,400

American International Group, Inc.

3,394,764

224,359,953

Hartford Financial Services Group, Inc.

391,500

31,535,325

W.R. Berkley Corp.

593,576

34,463,023

XL Capital Ltd. Class A

1,142,600

73,252,086

529,720,429

TOTAL FINANCIALS

808,055,659

HEALTH CARE - 12.4%

Biotechnology - 2.0%

Alkermes, Inc. (a)

500,000

11,025,000

Cephalon, Inc. (a)(d)

687,700

41,433,925

Illumina, Inc. (a)

309,262

7,344,973

Vertex Pharmaceuticals, Inc. (a)

250,000

9,147,500

68,951,398

Health Care Equipment & Supplies - 1.0%

C.R. Bard, Inc.

272,800

18,498,568

Waters Corp. (a)

424,000

18,295,600

36,794,168

Health Care Providers & Services - 3.0%

UnitedHealth Group, Inc.

1,885,700

105,335,202

Pharmaceuticals - 6.4%

Allergan, Inc.

304,400

33,027,400

Common Stocks - continued

Shares

Value (Note 1)

HEALTH CARE - continued

Pharmaceuticals - continued

Elan Corp. PLC sponsored ADR (a)(d)

866,400

$ 12,510,816

Johnson & Johnson

2,422,400

143,454,528

Roche Holding AG (participation certificate)

132,447

19,717,720

Teva Pharmaceutical Industries Ltd. sponsored ADR

469,400

19,329,892

228,040,356

TOTAL HEALTH CARE

439,121,124

INDUSTRIALS - 13.0%

Aerospace & Defense - 2.2%

Honeywell International, Inc.

1,867,800

79,885,806

Commercial Services & Supplies - 2.8%

Robert Half International, Inc.

2,564,580

99,018,434

Industrial Conglomerates - 7.3%

General Electric Co.

7,201,300

250,461,212

Smiths Group PLC

510,590

8,718,929

259,180,141

Machinery - 0.7%

Deere & Co.

303,900

24,023,295

TOTAL INDUSTRIALS

462,107,676

INFORMATION TECHNOLOGY - 17.6%

Communications Equipment - 0.9%

Research In Motion Ltd. (a)

372,500

31,619,154

Computers & Peripherals - 3.0%

Dell, Inc. (a)

2,794,700

83,170,272

NCR Corp. (a)

499,600

20,878,284

104,048,556

Electronic Equipment & Instruments - 1.0%

Amphenol Corp. Class A

416,890

21,753,320

CDW Corp.

251,700

14,812,545

36,565,865

Internet Software & Services - 5.5%

eBay, Inc. (a)

1,846,076

72,107,729

Google, Inc. Class A (sub. vtg.) (a)(d)

267,800

104,442,000

Yahoo!, Inc. (a)

579,500

18,694,670

195,244,399

IT Services - 0.5%

Affiliated Computer Services, Inc. Class A (a)

288,100

17,188,046

Office Electronics - 0.2%

Zebra Technologies Corp. Class A (a)

187,522

8,385,984

Semiconductors & Semiconductor Equipment - 1.4%

ARM Holdings PLC sponsored ADR

3,113,400

21,451,326

Shares

Value (Note 1)

FormFactor, Inc. (a)

257,300

$ 10,117,036

Intel Corp.

873,200

16,896,420

48,464,782

Software - 5.1%

Cognos, Inc. (a)

400,000

15,560,666

Microsoft Corp.

2,949,598

80,258,562

Oracle Corp. (a)

3,934,800

53,867,412

Symantec Corp. (a)

1,872,900

31,520,907

181,207,547

TOTAL INFORMATION TECHNOLOGY

622,724,333

MATERIALS - 1.1%

Chemicals - 0.5%

Praxair, Inc.

312,900

17,256,435

Metals & Mining - 0.6%

Mittal Steel Co. NV Class A (NY Shares) (d)

577,800

21,811,950

TOTAL MATERIALS

39,068,385

TOTAL COMMON STOCKS

(Cost $3,236,754,367)

3,523,017,714

Nonconvertible Preferred Stocks - 0.0%

HEALTH CARE - 0.0%

Biotechnology - 0.0%

GeneProt, Inc. Series A (e)

262,000

262

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $1,426,590)

262

Money Market Funds - 3.0%

Fidelity Cash Central Fund, 4.77% (b)

21,312,917

21,312,917

Fidelity Securities Lending Cash Central Fund, 4.81% (b)(c)

84,162,750

84,162,750

TOTAL MONEY MARKET FUNDS

(Cost $105,475,667)

105,475,667

TOTAL INVESTMENT PORTFOLIO - 102.4%

(Cost $3,343,656,624)

3,628,493,643

NET OTHER ASSETS - (2.4)%

(86,228,828)

NET ASSETS - 100%

$ 3,542,264,815

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

(e) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $262 or 0.0% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

GeneProt, Inc. Series A

7/7/00

$ 1,426,590

Affiliated Central Funds

Information regarding fiscal year to date income earned by the fund from the affiliated Central funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 640,976

Fidelity Securities Lending Cash Central Fund

336,667

Total

$ 977,643

Other Information

Distribution of investments by country of issue, as a percentage of total net assets, is as follows:

United States of America

87.1%

Bermuda

2.5%

Switzerland

2.1%

Netherlands Antilles

1.5%

Canada

1.3%

United Kingdom

1.3%

France

1.1%

Others (individually less than 1%)

3.1%

100.0%

Income Tax Information

At September 30, 2005, the fund had a capital loss carryforward of approximately $896,826,762 of which $166,281,599 and $730,545,163 will expire on September 30, 2010 and 2011, respectively.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

March 31, 2006 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $82,203,778) - See accompanying schedule:

Unaffiliated issuers (cost $3,238,180,957)

$ 3,523,017,976

Affiliated Central Funds (cost $105,475,667)

105,475,667

Total Investments (cost $3,343,656,624)

$ 3,628,493,643

Receivable for investments sold

10,880,733

Receivable for fund shares sold

1,055,984

Dividends receivable

4,283,387

Interest receivable

71,315

Prepaid expenses

10,664

Receivable from investment adviser for expense reductions


10,690

Other affiliated receivables

53,957

Other receivables

174,448

Total assets

3,645,034,821

Liabilities

Payable for investments purchased

$ 14,078,963

Payable for fund shares redeemed

2,794,359

Accrued management fee

1,285,525

Distribution fees payable

23,643

Other affiliated payables

325,001

Other payables and accrued expenses

99,765

Collateral on securities loaned, at value

84,162,750

Total liabilities

102,770,006

Net Assets

$ 3,542,264,815

Net Assets consist of:

Paid in capital

$ 3,979,746,059

Undistributed net investment income

6,628,437

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

(728,946,582)

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

284,836,901

Net Assets

$ 3,542,264,815

Statement of Assets and Liabilities - continued

Class O:
Net Asset Value, offering price and redemption price per share ($3,104,484,017 ÷ 208,304,188 shares)

$ 14.90

Class A:
Net Asset Value and redemption price per share ($104,678,022 ÷ 7,149,356 shares)

$ 14.64

Maximum offering price per share (100/94.25 of $14.64)

$ 15.53

Class T:
Net Asset Value and redemption price per share ($3,626,356 ÷ 248,739 shares)

$ 14.58

Maximum offering price per share (100/96.50 of $14.58)

$ 15.11

Class B:
Net Asset Value and offering price per share ($289,504 ÷ 19,892 shares)A

$ 14.55

Class C:
Net Asset Value and offering price per share ($431,897 ÷ 29,702 shares)A

$ 14.54

Institutional Class:
Net Asset Value, offering price and redemption price per share ($328,755,019 ÷ 22,097,497 shares)

$ 14.88

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended March 31, 2006 (Unaudited)

Investment Income

Dividends

$ 19,981,115

Interest

818

Income from affiliated Central Funds

977,643

Total income

20,959,576

Expenses

Management fee

$ 7,222,741

Transfer agent fees

415,437

Distribution fees

123,537

Accounting and security lending fees

516,223

Independent trustees' compensation

6,585

Appreciation in deferred trustee compensation account

7,725

Custodian fees and expenses

59,586

Registration fees

62,786

Audit

35,608

Legal

23,469

Interest

1,504

Miscellaneous

87,550

Total expenses before reductions

8,562,751

Expense reductions

(245,691)

8,317,060

Net investment income (loss)

12,642,516

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers (net of foreign taxes of $52,564)

202,325,403

Foreign currency transactions

(60,600)

Total net realized gain (loss)

202,264,803

Change in net unrealized appreciation (depreciation) on:

Investment securities

128,652,856

Assets and liabilities in foreign currencies

6,025

Total change in net unrealized appreciation (depreciation)

128,658,881

Net gain (loss)

330,923,684

Net increase (decrease) in net assets resulting from operations

$ 343,566,200

Statement of Changes in Net Assets

Six months ended
March 31, 2006
(Unaudited)

Year ended
September 30,
2005

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 12,642,516

$ 39,294,530

Net realized gain (loss)

202,264,803

417,400,954

Change in net unrealized appreciation (depreciation)

128,658,881

(6,409,049)

Net increase (decrease) in net assets resulting from operations

343,566,200

450,286,435

Distributions to shareholders from net investment income

(25,013,078)

(41,350,640)

Share transactions - net increase (decrease)

153,504,798

(490,873,071)

Total increase (decrease) in net assets

472,057,920

(81,937,276)

Net Assets

Beginning of period

3,070,206,895

3,152,144,171

End of period (including undistributed net investment income of $6,628,437 and undistributed net investment income of $18,998,999, respectively)

$ 3,542,264,815

$ 3,070,206,895

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

Semiannual Report

Financial Highlights - Class O

Six months ended
March 31, 2006

Years ended September 30,

(Unaudited)

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 13.51

$ 11.85

$ 11.06

$ 9.31

$ 11.56

$ 22.09

Income from Investment Operations

Net investment income (loss) E

.06

.16 F

.10

.09

.10

.12

Net realized and unrealized gain (loss)

1.44

1.66

.78

1.75

(2.23)

(6.74)

Total from investment operations

1.50

1.82

.88

1.84

(2.13)

(6.62)

Distributions from net investment income

(.11)

(.16)

(.09)

(.09)

(.12)

(.13)

Distributions from net realized gain

-

-

-

-

-

(3.78)

Total distributions

(.11)

(.16)

(.09)

(.09)

(.12)

(3.91)

Net asset value, end of period

$ 14.90

$ 13.51

$ 11.85

$ 11.06

$ 9.31

$ 11.56

Total Return B, C, D

11.15%

15.46%

7.96%

19.88%

(18.69)%

(34.55)%

Ratios to Average Net Assets G

Expenses before reductions

.49% A

.49%

.49%

.49%

.48%

.40%

Expenses net of fee waivers, if any

.49% A

.49%

.49%

.49%

.48%

.40%

Expenses net of all reductions

.48% A

.44%

.47%

.46%

.44%

.37%

Net investment income (loss)

.79% A

1.27% F

.79%

.85%

.80%

.75%

Supplemental Data

Net assets, end of period (000 omitted)

$ 3,104,484

$ 2,988,758

$ 3,099,403

$ 3,144,123

$ 2,767,484

$ 3,633,310

Portfolio turnover rate

63% A

130%

52%

71%

93%

119%

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 Investment income per share reflects a special dividend which amounted to $.06 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .82%. 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 fee 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.

Financial Highlights - Class A

Six months ended
March 31, 2006

Years ended September 30,

(Unaudited)

2005 J

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 13.24

$ 11.62

$ 10.87

$ 9.16

$ 11.40

$ 21.90

Income from Investment Operations

Net investment income (loss) F

.02

.08 G

- I

- I

(.01)

(.02)

Net realized and unrealized gain (loss)

1.43

1.62

.77

1.73

(2.20)

(6.66)

Total from investment operations

1.45

1.70

.77

1.73

(2.21)

(6.68)

Distributions from net investment income

(.05)

(.08)

(.02)

(.02)

(.03)

(.04)

Distributions from net realized gain

-

-

-

-

-

(3.78)

Total distributions

(.05)

(.08)

(.02)

(.02)

(.03)

(3.82)

Net asset value, end of period

$ 14.64

$ 13.24

$ 11.62

$ 10.87

$ 9.16

$ 11.40

Total Return B, C, D, E

10.96%

14.68%

7.08%

18.91%

(19.46)%

(35.10)%

Ratios to Average Net Assets H

Expenses before reductions

.95% A

1.09%

1.29%

1.36%

1.36%

1.30%

Expenses net of fee waivers, if any

.95% A

1.08%

1.29%

1.36%

1.36%

1.30%

Expenses net of all reductions

.94% A

1.03%

1.27%

1.32%

1.31%

1.27%

Net investment income (loss)

.33% A

.67% G

-%

(.01)%

(.07)%

(.15)%

Supplemental Data

Net assets, end of period (000 omitted)

$ 104,678

$ 80,938

$ 52,741

$ 31,240

$ 12,572

$ 6,469

Portfolio turnover rate

63% A

130%

52%

71%

93%

119%

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 Total returns do not include the effect of the sales charges. F Calculated based on average shares outstanding during the period. G Investment income per share reflects a special dividend which amounted to $.06 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .22%. H 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 fee 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. I Amount represents less than $.01 per share. J Class N was renamed Class A on July 12, 2005.

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

Semiannual Report

Financial Highlights - Class T

Six months ended
March 31, 2006

Period ended
September 30,

(Unaudited)

2005 F

Selected Per-Share Data

Net asset value, beginning of period

$ 13.24

$ 12.84

Income from Investment Operations

Net investment income (loss) E

- H

- H

Net realized and unrealized gain (loss)

1.42

.40

Total from investment operations

1.42

.40

Distributions from net investment income

(.08)

-

Net asset value, end of period

$ 14.58

$ 13.24

Total Return B, C, D

10.74%

3.12%

Ratios to Average Net Assets G

Expenses before reductions

1.26% A

1.18% A

Expenses net of fee waivers, if any

1.26% A

1.18% A

Expenses net of all reductions

1.25% A

1.13% A

Net investment income (loss)

.02% A

(.04)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 3,626

$ 199

Portfolio turnover rate

63% A

130%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower had certain expenses not been reduced during the periods shown. D Total returns do not include the effect of the sales charges. E Calculated based on average shares outstanding during the period. F For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005. 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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee 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. H Amount represents less than $.01 per share.

Financial Highlights - Class B

Six months ended
March 31, 2006

Period ended
September 30,

(Unaudited)

2005 F

Selected Per-Share Data

Net asset value, beginning of period

$ 13.22

$ 12.84

Income from Investment Operations

Net investment income (loss) E

(.03)

(.02)

Net realized and unrealized gain (loss)

1.41

.40

Total from investment operations

1.38

.38

Distributions from net investment income

(.05)

-

Net asset value, end of period

$ 14.55

$ 13.22

Total Return B, C, D

10.48%

2.96%

Ratios to Average Net Assets G

Expenses before reductions

1.75% A

1.72% A

Expenses net of fee waivers, if any

1.75% A

1.72% A

Expenses net of all reductions

1.74% A

1.67% A

Net investment income (loss)

(.47)% A

(.59)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 290

$ 106

Portfolio turnover rate

63% A

130%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower had certain expenses not been reduced during the periods shown. D Total returns do not include the effect of the contingent deferred sales charge. E Calculated based on average shares outstanding during the period. F For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005. 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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee 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.

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

Semiannual Report

Financial Highlights - Class C

Six months ended
March 31, 2006

Period ended
September 30,

(Unaudited)

2005 F

Selected Per-Share Data

Net asset value, beginning of period

$ 13.22

$ 12.84

Income from Investment Operations

Net investment income (loss) E

(.03)

(.02)

Net realized and unrealized gain (loss)

1.42

.40

Total from investment operations

1.39

.38

Distributions from net investment income

(.07)

-

Net asset value, end of period

$ 14.54

$ 13.22

Total Return B, C, D

10.49%

2.96%

Ratios to Average Net Assets G

Expenses before reductions

1.78% A

1.69% A

Expenses net of fee waivers, if any

1.78% A

1.69% A

Expenses net of all reductions

1.76% A

1.64% A

Net investment income (loss)

(.49)% A

(.56)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 432

$ 103

Portfolio turnover rate

63% A

130%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower had certain expenses not been reduced during the periods shown. D Total returns do not include the effect of the contingent deferred sales charge. E Calculated based on average shares outstanding during the period. F For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005. 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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee 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.

Financial Highlights - Institutional Class

Six months ended
March 31, 2006

Period ended
September 30,

(Unaudited)

2005 E

Selected Per-Share Data

Net asset value, beginning of period

$ 13.50

$ 13.08

Income from Investment Operations

Net investment income (loss) D

.03

.01

Net realized and unrealized gain (loss)

1.46

.41

Total from investment operations

1.49

.42

Distributions from net investment income

(.11)

-

Net asset value, end of period

$ 14.88

$ 13.50

Total Return B, C

11.08%

3.21%

Ratios to Average Net Assets F

Expenses before reductions

.81% A

.69% A

Expenses net of fee waivers, if any

.81% A

.69% A

Expenses net of all reductions

.80% A

.64% A

Net investment income (loss)

.47% A

.41% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 328,755

$ 103

Portfolio turnover rate

63% A

130%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower had certain expenses not been reduced during the periods shown. D Calculated based on average shares outstanding during the period. E For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005. F 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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee 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.

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

Semiannual Report

Notes to Financial Statements

For the period ended March 31, 2006 (Unaudited)

1. Significant Accounting Policies.

Destiny I (the fund) is a fund 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. The fund is authorized to issue an unlimited number of shares. On May 18, 2006, the Board of Trustees approved a change in the name of Destiny I to Fidelity Advisor Diversified Stock Fund effective June 30, 2006.

The fund offers six classes of shares, Class O, Class A, Class T, Class B, Class C, and Institutional Class, 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. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the fund, 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 the 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 Class O are only offered to the general public through Fidelity Systematic Investment Plans: Destiny Plans I: O, a unit investment trust. Shares of Class A are also offered to the general public through Fidelity Systematic Investment Plans: Destiny Plans I: N, a unit investment trust, as well as through intermediaries.

Fidelity intends to continue to offer contractual plans for sale, though pending federal legislation would prohibit future contractual plan sales. As drafted, this proposed legislation would not alter the rights of existing Destiny Planholders.

The fund may invest in affiliated money market central funds (Money Market Central Funds), which are open-end investment companies available to investment companies and other accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. 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 fund:

Security Valuation. Investments are valued and net asset value (NAV) per share is calculated (NAV calculation) as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time. Wherever possible, the fund uses independent pricing services approved by the Board of Trustees to value its investments.

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price. Investments in open-end mutual funds, are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. For example, when developments occur between the close of a market and the close of the NYSE that may materially affect the value of some or all of the securities, or when trading in a security is halted, those securities may be fair valued. Factors used in the determination of fair value may include monitoring news to identify significant market or security specific events such as changes in the value of U.S. securities markets, reviewing developments in foreign markets and evaluating the performance of ADRs, futures contracts and exchange-traded funds. Because the fund's utilization of fair value pricing depends on market activity, the frequency with which fair value pricing is used can not be predicted and may be utilized to a significant extent. The value of securities used for NAV calculation under fair value pricing may differ from published prices for the same securities.

Foreign Currency. The fund uses 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.

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. 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 fund is 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 is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. 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 each fund in the trust.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent 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 the fund or are invested in a cross-section of other Fidelity funds, and are marked-to-market. Deferred amounts remain in the fund until distributed in accordance with the Plan.

Income Tax Information and Distributions to Shareholders. Each year, the fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements. Foreign taxes are provided for based on the fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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. In addition, the fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investments and unrealized appreciation (depreciation) as of period end were as follows:

Unrealized appreciation

$ 414,102,412

Unrealized depreciation

(157,784,861)

Net unrealized appreciation (depreciation)

256,317,551

Cost for federal income tax purposes

$ 3,372,176,092

2. Operating Policies.

Repurchase Agreements. FMR has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. The fund may also invest directly with institutions in repurchase agreements. Repurchase agreements are collateralized by government or non-government securities. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Restricted Securities. The fund 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 at the end of the fund's Schedule of Investments.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,188,218,068 and $1,026,052,965, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .17% of the fund's average net assets and a group fee rate that averaged .27% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .44% of the fund's average net assets.

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the fund and providing shareholder support services. For the period, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.25%

116,850

9,318

Class T

.25%

.25%

4,420

308

Class B

.75%

.25%

851

773

Class C

.75%

.25%

1,416

1,135

$ 123,537

$ 11,534

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, 1.00% to .50% for certain purchases of Class A shares (.25% prior to February 24, 2006) and .25% for certain purchases of Class T shares. Class A shares purchased through the Fidelity Systematic Investment Plans are not subject to these front-end and contingent deferred sales charges.

For the period, sales charge amounts retained by FDC were as follows:

Retained
by FDC

Class A

1,944

Class T

727

Class B *

-

Class C *

-

$ 2,671

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class. FSC receives account fees and asset-based fees that vary according to account size and type of account of the shareholders of the respective classes of the fund. FSC does not receive a fee for Class O Destiny Plan accounts. In addition, FSC pays for typesetting, printing, and mailing of shareholder reports, except proxy statements. For the period, the total transfer agent fees paid by each class to FSC were as follows:

Amount

% of
Average
Net Assets

Class O

$ 109,131

.01 *

Class A

101,908

.22 *

Class T

2,422

.27 *

Class B

238

.28 *

Class C

411

.29*

Institutional Class

201,327

.34 *

$ 415,437

* Annualized

Accounting and Security Lending Fees. FSC maintains the fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Affiliated Central Funds. The fund may invest in Money Market Central Funds which seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

The Money Market Central Funds do not pay a management fee.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions. 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 $11,630 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender

Average Daily
Loan Balance

Weighted Average
Interest Rate

Interest
Expense

Borrower

$ 12,199,000

4.44%

$ 1,504

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $4.2 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 fund has agreed to pay commitment fees on its pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit.

6. Security Lending.

The fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the 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 fund and any additional required collateral is delivered to the fund 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. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from affiliated central funds. Net income from lending portfolio securities during the period amounted to $336,667.

7. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of the fund's Class O and Class A operating expenses. During the period, this reimbursement reduced expenses as follows:

Reimbursement
from adviser

Class O

10,332

Class A

358

$ 10,690

Many of the brokers with whom FMR places trades on behalf of the fund provided services to the fund in addition to trade execution. These services included payments of certain expenses on behalf of the fund totaling $233,743 for the period. In addition, through arrangements with each class' transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, credits reduced each class' transfer agent expense as noted in the table below.

Transfer Agent
expense reduction

Class O

$ 1,258

8. Other.

The fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the fund. In the normal course of business, the fund may also enter into contracts that provide general indemnifications. The fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the fund. The risk of material loss from such claims is considered remote.

Semiannual Report

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended March 31,
2006

Year ended
September 30,
2005

From net investment income

Class O

$ 24,229,492

$ 40,955,964

Class A

321,645

394,677

Class T

1,411

-

Class B

610

-

Class C

1,082

-

Institutional Class

458,838

-

Total

$ 25,013,078

$ 41,350,641

10. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended March 31,
2006

Year ended
September 30,
2005 A

Six months ended
March 31,
2006

Year ended
September 30,
2005 A

Class O

Shares sold

2,031,843

5,206,566

$ 29,089,594

$ 65,570,236

Reinvestment of distributions

1,401,692

2,742,268

20,198,420

34,388,033

Shares redeemed

(16,410,276)

(48,261,972)

(235,458,745)

(610,764,881)

Net increase (decrease)

(12,976,741)

(40,313,138)

$ (186,170,731)

$ (510,806,612)

Class A

Shares sold

1,282,402

1,996,836

$ 18,182,634

$ 24,737,006

Reinvestment of distributions

20,569

30,337

291,665

374,662

Shares redeemed

(264,846)

(456,304)

(3,732,654)

(5,677,227)

Net increase (decrease)

1,038,125

1,570,869

$ 14,741,645

$ 19,434,441

Class T

Shares sold

237,874

15,069

$ 3,395,455

$ 196,319

Reinvestment of distributions

100

-

1,411

-

Shares redeemed

(4,304)

-

(62,174)

-

Net increase (decrease)

233,670

15,069

$ 3,334,692

$ 196,319

Class B

Shares sold

12,061

8,001

$ 171,127

$ 102,781

Reinvestment of distributions

43

-

610

-

Shares redeemed

(213)

-

(2,742)

-

Net increase (decrease)

11,891

8,001

$ 168,995

$ 102,781

Class C

Shares sold

21,870

7,788

$ 308,131

$ 100,000

Reinvestment of distributions

44

-

624

-

Net increase (decrease)

21,914

7,788

$ 308,755

$ 100,000

Institutional Class

Shares sold

23,290,678

7,645

$ 338,774,551

$ 100,000

Reinvestment of distributions

31,810

-

458,064

-

Shares redeemed

(1,232,636)

-

(18,111,173)

-

Net increase (decrease)

22,089,852

7,645

$ 321,121,442

$ 100,000

A Share transactions for Class T, B, C and Institutional Class are for the period July 12, 2005 (commencement of sale of shares) to September 30, 2005.

Semiannual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on October 26, 2005. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To amend the Declaration of Trust to allow the Board of Trustees,
if permitted by applicable law, to authorize fund mergers without shareholder approval. A

# of
Votes

% of
Votes

Affirmative

6,208,382,690.71

76.063%

Against

1,724,200,246.58

21.124%

Abstain

229,323,062.04

2.810%

Broker Non-Votes

288,938.96

0.004%

TOTAL

8,162,194,938.29

100.000%

PROPOSAL 2

To elect a Board of Trustees. A

# of
Votes

% of
Votes

Dennis J. Dirks

Affirmative

7,841,421,406.70

96.070%

Withheld

320,773,531.59

3.930%

TOTAL

8,162,194,938.29

100.000%

Albert R. Gamper, Jr. B

Affirmative

7,828,620,938.56

95.913%

Withheld

333,573,999.73

4.087%

TOTAL

8,162,194,938.29

100.000%

Robert M. Gates

Affirmative

7,698,226,995.74

94.316%

Withheld

463,967,942.55

5.684%

TOTAL

8,162,194,938.29

100.000%

George H. Heilmeier

Affirmative

7,718,888,655.41

94.569%

Withheld

443,306,282.88

5.431%

TOTAL

8,162,194,938.29

100.000%

Abigail P. Johnson

Affirmative

7,673,911,405.84

94.018%

Withheld

488,283,532.45

5.982%

TOTAL

8,162,194,938.29

100.000%

Edward C. Johnson 3d

Affirmative

7,663,368,736.50

93.889%

Withheld

498,826,201.79

6.111%

TOTAL

8,162,194,938.29

100.000%

Stephen P. Jonas

Affirmative

7,691,649,604.32

94.235%

Withheld

470,545,333.97

5.765%

TOTAL

8,162,194,938.29

100.000%

Marie L. Knowles

Affirmative

7,715,176,904.55

94.523%

Withheld

447,018,033.74

5.477%

TOTAL

8,162,194,938.29

100.000%

# of
Votes

% of
Votes

Ned C. Lautenbach

Affirmative

7,724,450,005.27

94.637%

Withheld

437,744,933.02

5.363%

TOTAL

8,162,194,938.29

100.000%

Marvin L. Mann

Affirmative

7,705,305,152.88

94.402%

Withheld

456,889,785.41

5.598%

TOTAL

8,162,194,938.29

100.000%

William O. McCoy

Affirmative

7,694,658,613.44

94.272%

Withheld

467,536,324.85

5.728%

TOTAL

8,162,194,938.29

100.000%

Robert L. Reynolds

Affirmative

7,712,454,548.18

94.490%

Withheld

449,740,390.11

5.510%

TOTAL

8,162,194,938.29

100.000%

Cornelia M. Small

Affirmative

7,719,750,543.37

94.579%

Withheld

442,444,394.92

5.421%

TOTAL

8,162,194,938.29

100.000%

William S. Stavropoulos

Affirmative

7,721,337,234.05

94.599%

Withheld

440,857,704.24

5.401%

TOTAL

8,162,194,938.29

100.000%

Kenneth L. Wolfe

Affirmative

7,720,752,910.62

94.592%

Withheld

441,442,027.67

5.408%

TOTAL

8,162,194,938.29

100.000%

A Denotes trust-wide proposals and voting results.

B Effective on or about January 1, 2006.

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

Destiny I

On January 19, 2006, the Board of Trustees, including the Independent Trustees (together, the Board), voted to approve a general research services agreement (the Agreement) between FMR, FMR Co., Inc. (FMRC), Fidelity Investments Money Management, Inc. (FIMM), and Fidelity Research & Analysis Company (FRAC) (together, the Investment Advisers) for the fund, effective January 20, 2006, pursuant to which FRAC may provide general research and investment advisory support services to FMRC and FIMM. The Board considered that it has approved previously various sub-advisory agreements for the fund with affiliates of FMR that allow FMR to obtain research, non-discretionary advice, or discretionary portfolio management at no additional expense to the fund. The Board, assisted by the advice of fund counsel and independent Trustees' counsel, considered a broad range of information and determined that it would be beneficial for the fund to access the research and investment advisory support services supplied by FRAC at no additional expense to the fund.

The Board reached this determination in part because the new arrangement will involve no changes in (i) the contractual terms of and fees payable under the fund's management contract or sub-advisory agreements; (ii) the investment process or strategies employed in the management of the fund's assets; (iii) the nature or level of services provided under the fund's management contract or sub-advisory agreements; (iv) the day-to-day management of the fund or the persons primarily responsible for such management; or (v) the ultimate control or beneficial ownership of FMR, FMRC, or FIMM. The Board also considered that the establishment of the Agreement would not necessitate prior shareholder approval of the Agreement or result in an assignment and termination of the fund's management contract or sub-advisory agreements under the Investment Company Act of 1940.

Because the Board was approving an arrangement with FRAC under which the fund will not bear any additional management fees or expenses and under which the fund's portfolio manager would not change, it did not consider the fund's investment performance, competitiveness of management fee and total expenses, costs of services and profitability, or economies of scale to be significant factors in its decision.

In connection with its future renewal of the fund's management contract and sub-advisory agreements, the Board will consider: (i) the nature, extent, and quality of services provided to the fund, including shareholder and administrative services and investment performance; (ii) the competitiveness of the fund's management fee and total expenses; (iii) the costs of the services and profitability, including the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering, and servicing the fund and its shareholders; and (iv) whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies.

Based on its evaluation of all of the conclusions noted above, and after considering all material factors, the Board ultimately concluded that the fund's Agreement is fair and reasonable, and that the fund's Agreement should be approved.

Semiannual Report

Semiannual Report

Semiannual Report

Fidelity Advisor
Destiny I Fund - Institutional Class

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 Research & Analysis Company
(formerly Fidelity Management & Research (Far East) Inc.)
Fidelity Investments Japan Limited
Fidelity International Investment Advisers
Fidelity International Investment Advisers (U.K.) Limited

GENERAL DISTRIBUTOR

Fidelity Distributors Corporation
Boston, MA

TRANSFER AND SERVICE AGENT

Fidelity Service Company, Inc.
Boston, MA

CUSTODIAN

State Street Bank and Trust Company
Boston, MA

ADESI-I-USAN-0506

1.814752.100

Fidelity

Destiny®

Portfolios:

Destiny II - Class A

Semiannual Report

March 31, 2006

(Destiny_logo)

Annual Report

Contents

Semiannual Report

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

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.

Proxy Voting Results

<Click Here>

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://advisor.fidelity.com.

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including Destiny Plan Creation and Sales Charges on purchases of Class O and certain purchases of Class A, sales charges (loads) on purchase payments or redemption proceeds and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (October 1, 2005 to March 31, 2006).

Actual Expenses

The first line of the table below for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Beginning
Account Value
October 1, 2005

Ending
Account Value
March 31, 2006

Expenses Paid
During Period *
October 1, 2005
to March 31, 2006

Class O

Actual

$ 1,000.00

$ 1,097.80

$ 3.19

HypotheticalA

$ 1,000.00

$ 1,021.89

$ 3.07

Class A

Actual

$ 1,000.00

$ 1,095.80

$ 5.54

HypotheticalA

$ 1,000.00

$ 1,019.65

$ 5.34

Class T

Actual

$ 1,000.00

$ 1,093.50

$ 6.94

HypotheticalA

$ 1,000.00

$ 1,018.30

$ 6.69

Class B

Actual

$ 1,000.00

$ 1,090.40

$ 9.90

HypotheticalA

$ 1,000.00

$ 1,015.46

$ 9.55

Class C

Actual

$ 1,000.00

$ 1,091.00

$ 9.38

HypotheticalA

$ 1,000.00

$ 1,015.96

$ 9.05

Institutional Class

Actual

$ 1,000.00

$ 1,096.70

$ 4.08

HypotheticalA

$ 1,000.00

$ 1,021.04

$ 3.93

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

Annualized
Expense Ratio

Class O

.61%

Class A

1.06%

Class T

1.33%

Class B

1.90%

Class C

1.80%

Institutional Class

.78%

Semiannual Report

Investment Changes

Top Ten Equity Holdings

as of March 31, 2006

as of September 30, 2005

American International Group, Inc.

American International Group, Inc.

General Electric Co.

Microsoft Corp.

Johnson & Johnson

General Electric Co.

Microsoft Corp.

Altria Group, Inc.

Altria Group, Inc.

UnitedHealth Group, Inc.

SLM Corp.

SLM Corp.

CIENA Corp.

Roche Holding AG (participation certificate)

Wyeth

CIENA Corp.

UnitedHealth Group, Inc.

The Coca-Cola Co.

Honeywell International, Inc.

SBC Communications, Inc.

Top Five Market Sectors

as of March 31, 2006

% of fund's net assets

as of September 30, 2005

% of fund's net assets

Health Care

25.3

Information Technology

18.0

Information Technology

16.7

Health Care

17.9

Financials

15.7

Consumer Discretionary

14.7

Industrials

11.8

Financials

12.8

Consumer Staples

9.1

Consumer Staples

11.0

Asset Allocation (% of fund's net assets)

As of March 31, 2006 *

As of September 30, 2005 **

Stocks 92.1%

Stocks 92.8%

Convertible
Securities 0.4%

Convertible
Securities 0.4%

Short-Term Investments and
Net Other Assets 7.5%

Short-Term Investments and
Net Other Assets 6.8%

* Foreign investments

11.7%

** Foreign investments

13.3%



Semiannual Report

Investments March 31, 2006 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 92.1%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 6.9%

Auto Components - 0.3%

Gentex Corp.

816,487

$ 14,255,863

Automobiles - 0.7%

Ford Motor Co.

1,227,300

9,769,308

General Motors Corp. (d)

1,334,800

28,391,196

38,160,504

Hotels, Restaurants & Leisure - 1.3%

Boyd Gaming Corp.

427,665

21,357,590

Domino's Pizza, Inc.

1,031,200

29,440,760

WMS Industries, Inc. (a)

661,300

19,905,130

70,703,480

Leisure Equipment & Products - 0.5%

Marvel Entertainment, Inc. (a)

1,398,100

28,129,772

Media - 1.9%

Clear Channel Communications, Inc.

35,000

1,015,350

DreamWorks Animation SKG, Inc. Class A (a)

1,938,700

51,278,615

Getty Images, Inc. (a)

30,000

2,246,400

News Corp. Class B

86,100

1,511,916

Omnicom Group, Inc.

107,500

8,949,375

Pixar (a)

628,546

40,314,940

Viacom, Inc. Class A (a)

22,100

856,596

106,173,192

Specialty Retail - 2.2%

Best Buy Co., Inc.

21,500

1,202,495

Gamestop Corp.:

Class A (a)(d)

666,951

31,440,070

Class B (a)

974,300

42,206,676

Staples, Inc.

1,261,850

32,202,412

The Game Group PLC

11,719,089

16,540,725

123,592,378

TOTAL CONSUMER DISCRETIONARY

381,015,189

CONSUMER STAPLES - 9.1%

Beverages - 1.0%

Coca-Cola Enterprises, Inc.

816,600

16,609,644

The Coca-Cola Co.

877,800

36,753,486

53,363,130

Food & Staples Retailing - 1.8%

CVS Corp.

1,816,200

54,249,894

Wal-Mart Stores, Inc.

980,300

46,309,372

100,559,266

Food Products - 1.6%

Nestle SA:

(Reg.)

85,370

25,339,922

sponsored ADR

899,800

65,145,520

90,485,442

Household Products - 1.0%

Colgate-Palmolive Co.

947,700

54,113,670

Shares

Value (Note 1)

Tobacco - 3.7%

Altria Group, Inc.

2,852,700

$ 202,142,322

TOTAL CONSUMER STAPLES

500,663,830

ENERGY - 1.7%

Energy Equipment & Services - 0.0%

Diamond Offshore Drilling, Inc.

5,300

474,350

Halliburton Co.

12,900

941,958

1,416,308

Oil, Gas & Consumable Fuels - 1.7%

BP PLC sponsored ADR

100,000

6,894,000

Chevron Corp.

580,800

33,668,976

EOG Resources, Inc.

301,400

21,700,800

Total SA sponsored ADR

86,100

11,341,953

Ultra Petroleum Corp. (a)

344,500

21,465,795

95,071,524

TOTAL ENERGY

96,487,832

FINANCIALS - 15.7%

Capital Markets - 0.0%

Northern Trust Corp.

21,500

1,128,750

Commercial Banks - 2.3%

Bank of America Corp.

1,438,900

65,527,506

Boston Private Financial Holdings, Inc.

24,869

840,324

Uniao de Bancos Brasileiros SA (Unibanco) unit

1,634,200

23,825,790

Wachovia Corp.

641,100

35,933,655

126,127,275

Consumer Finance - 3.4%

SLM Corp.

3,561,818

185,000,827

Insurance - 10.0%

ACE Ltd.

940,318

48,905,939

AFLAC, Inc.

1,161,320

52,410,372

American International Group, Inc.

6,148,200

406,334,536

Aspen Insurance Holdings Ltd.

71,900

1,773,054

Platinum Underwriters Holdings Ltd.

111,200

3,235,920

The St. Paul Travelers Companies, Inc.

988,400

41,305,236

553,965,057

TOTAL FINANCIALS

866,221,909

HEALTH CARE - 25.3%

Biotechnology - 3.4%

Amgen, Inc. (a)

206,700

15,037,425

Biogen Idec, Inc. (a)

386,200

18,190,020

Cephalon, Inc. (a)(d)

129,600

7,808,400

Charles River Laboratories International, Inc. (a)

1,872,800

91,804,656

Gilead Sciences, Inc. (a)

603,100

37,524,882

Common Stocks - continued

Shares

Value (Note 1)

HEALTH CARE - continued

Biotechnology - continued

ICOS Corp. (a)

172,100

$ 3,794,805

Invitrogen Corp. (a)

242,900

17,034,577

191,194,765

Health Care Equipment & Supplies - 2.4%

Boston Scientific Corp. (a)

1,939,100

44,696,255

C.R. Bard, Inc.

514,300

34,874,683

Inverness Medical Innovations, Inc. (a)

264,200

7,590,466

Phonak Holding AG

258,517

14,712,350

Straumann Holding AG

43,049

9,806,376

Syneron Medical Ltd. (a)(d)

699,800

20,441,158

132,121,288

Health Care Providers & Services - 5.3%

Aetna, Inc.

429,900

21,125,286

Cardinal Health, Inc.

624,300

46,522,836

Humana, Inc. (a)

1,122,500

59,099,625

UnitedHealth Group, Inc.

2,940,480

164,255,213

291,002,960

Pharmaceuticals - 14.2%

Allergan, Inc.

193,700

21,016,450

Barr Pharmaceuticals, Inc. (a)

891,300

56,134,074

Cipla Ltd.

3,539,066

52,668,459

Johnson & Johnson

4,090,600

242,245,332

Novartis AG sponsored ADR

622,900

34,533,576

Pfizer, Inc.

2,411,100

60,084,612

Roche Holding AG (participation certificate)

705,358

105,008,428

Teva Pharmaceutical Industries Ltd. sponsored ADR

688,597

28,356,424

Wyeth

3,789,200

183,851,984

783,899,339

TOTAL HEALTH CARE

1,398,218,352

INDUSTRIALS - 11.8%

Aerospace & Defense - 3.8%

General Dynamics Corp.

818,200

52,348,436

Honeywell International, Inc.

2,971,600

127,095,332

Raytheon Co.

645,900

29,608,056

209,051,824

Commercial Services & Supplies - 0.2%

Monster Worldwide, Inc. (a)

8,600

428,796

Tele Atlas NV (a)

495,100

11,284,823

11,713,619

Industrial Conglomerates - 7.3%

3M Co.

99,000

7,493,310

General Electric Co.

8,824,800

306,926,544

Tyco International Ltd.

3,223,646

86,651,604

401,071,458

Shares

Value (Note 1)

Machinery - 0.5%

Toro Co.

559,300

$ 26,706,575

TOTAL INDUSTRIALS

648,543,476

INFORMATION TECHNOLOGY - 16.3%

Communications Equipment - 5.9%

Alcatel SA sponsored ADR (a)(d)

1,248,800

19,231,520

CIENA Corp. (a)(e)

35,310,400

183,967,184

Corning, Inc. (a)

1,009,900

27,176,409

CSR PLC (a)

968,600

20,191,242

Finisar Corp. (a)(d)

5,239,500

25,935,525

Harris Corp.

193,700

9,160,073

NMS Communications Corp. (a)

2,270,554

8,559,989

Sandvine Corp. (f)

605,600

1,178,260

Sonus Networks, Inc. (a)

3,681,889

20,176,752

Sycamore Networks, Inc. (a)

2,064,600

9,703,620

325,280,574

Computers & Peripherals - 1.1%

EMC Corp. (a)

2,621,900

35,736,497

NCR Corp. (a)

509,000

21,271,110

Sun Microsystems, Inc. (a)

495,200

2,540,376

59,547,983

Electronic Equipment & Instruments - 0.0%

Universal Display Corp. (a)

155,403

2,234,695

IT Services - 0.0%

NCI, Inc. Class A

138,397

1,937,558

Semiconductors & Semiconductor Equipment - 2.7%

Applied Micro Circuits Corp. (a)

9,905,298

40,314,563

ARM Holdings PLC sponsored ADR

387,400

2,669,186

ASML Holding NV (NY Shares) (a)

6,100

124,257

ATI Technologies, Inc. (a)

3,665,800

62,981,141

Exar Corp. (a)

648,643

9,262,622

Integrated Device Technology, Inc. (a)

676,200

10,048,332

Linear Technology Corp.

236,800

8,306,944

Mindspeed Technologies, Inc. (a)(d)

186,358

741,705

PMC-Sierra, Inc. (a)

1,118,750

13,749,438

Teradyne, Inc. (a)

62,900

975,579

Trident Microsystems, Inc. (a)

34,500

1,002,570

150,176,337

Software - 6.6%

Activision, Inc. (a)

3,788,400

52,242,036

Cadence Design Systems, Inc. (a)

1,119,400

20,697,706

Electronic Arts, Inc. (a)

172,200

9,422,784

Microsoft Corp.

8,589,946

233,732,431

NDS Group PLC sponsored ADR (a)

296,200

15,411,286

Nintendo Co. Ltd.

193,700

28,960,795

THQ, Inc. (a)

85,994

2,226,385

362,693,423

TOTAL INFORMATION TECHNOLOGY

901,870,570

Common Stocks - continued

Shares

Value (Note 1)

MATERIALS - 0.4%

Metals & Mining - 0.4%

Alcoa, Inc.

645,900

$ 19,738,704

TELECOMMUNICATION SERVICES - 4.9%

Diversified Telecommunication Services - 3.1%

AT&T, Inc.

1,850,100

50,026,704

Qwest Communications International, Inc. (a)

2,562,000

17,421,600

Verizon Communications, Inc.

3,030,100

103,205,206

170,653,510

Wireless Telecommunication Services - 1.8%

Sprint Nextel Corp.

3,939,900

101,807,016

TOTAL TELECOMMUNICATION SERVICES

272,460,526

TOTAL COMMON STOCKS

(Cost $4,516,465,295)

5,085,220,388

Preferred Stocks - 0.0%

Convertible Preferred Stocks - 0.0%

INFORMATION TECHNOLOGY - 0.0%

Communications Equipment - 0.0%

Chorum Technologies, Inc. Series E (g)

27,000

0

Nonconvertible Preferred Stocks - 0.0%

HEALTH CARE - 0.0%

Biotechnology - 0.0%

GeneProt, Inc. Series A (g)
(Cost $1,793,525)

255,000

255

Convertible Bonds - 0.4%

Principal Amount

INFORMATION TECHNOLOGY - 0.4%

Communications Equipment - 0.4%

CIENA Corp. 3.75% 2/1/08

$ 22,990,000

21,897,975

TOTAL CONVERTIBLE BONDS

(Cost $21,776,015)

21,897,975

Money Market Funds - 8.6%

Shares

Fidelity Cash Central Fund, 4.77% (b)

393,245,817

393,245,817

Fidelity Securities Lending Cash Central Fund, 4.81% (b)(c)

81,450,300

81,450,300

TOTAL MONEY MARKET FUNDS

(Cost $474,696,117)

474,696,117

Cash Equivalents - 0.1%

Maturity
Amount

Value
(Note 1)

Investments in repurchase agreements (Collateralized by U.S. Treasury Obligations, in a joint trading account at 4.52%, dated 3/31/06 due 4/3/06)
(Cost $4,134,000)

$ 4,135,556

$ 4,134,000

TOTAL INVESTMENT PORTFOLIO - 101.2%

(Cost $5,018,864,952)

5,585,948,735

NET OTHER ASSETS - (1.2)%

(66,141,670)

NET ASSETS - 100%

$ 5,519,807,065

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

(e) Affiliated company

(f) 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 $1,178,260 or 0.0% of net assets.

(g) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $255 or 0.0% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Chorum Technologies, Inc. Series E

9/19/00

$ 405,050

GeneProt, Inc. Series A

7/7/00

$ 1,388,475

Affiliated Central Funds

Information regarding fiscal year to date income earned by the fund from the affiliated Central funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 7,750,960

Fidelity Securities Lending Cash Central Fund

695,648

Total

$ 8,446,608

Other Affiliated Issuers

An affiliated company is a company in which the fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliates

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

CIENA Corp.

$ 103,046,328

$ -

$ 17,914,044

$ -

$ 183,967,184

Finisar Corp.

26,351,402

-

46,602,037

-

-

GameStop Corp. Class A

59,021,985

34,551,505

74,958,757

-

-

Totals

$ 188,419,715

$ 34,551,505

$ 139,474,838

$ -

$ 183,967,184

Other Information

Distribution of investments by country of issue, as a percentage of total net assets, is as follows:

United States of America

88.3%

Switzerland

4.6%

Canada

1.5%

United Kingdom

1.1%

Bermuda

1.0%

India

1.0%

Others (individually less than 1%)

2.5%

100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

March 31, 2006 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $79,005,815 and repurchase agreements of $4,134,000) - See accompanying schedule:

Unaffiliated issuers (cost $4,456,856,775)

$ 4,927,285,434

Affiliated Central Funds (cost $474,696,117)

474,696,117

Other affiliated issuers (cost $87,312,060)

183,967,184

Total Investments (cost $5,018,864,952)

$ 5,585,948,735

Cash

439

Foreign currency held at value (cost $53,668)

53,670

Receivable for investments sold

82,491,389

Receivable for fund shares sold

178,356

Dividends receivable

8,328,981

Interest receivable

1,558,318

Prepaid expenses

18,020

Receivable from investment adviser for expense reductions

7,500

Other affiliated receivables

51,455

Other receivables

488,120

Total assets

5,679,124,983

Liabilities

Payable for investments purchased

$ 69,625,255

Payable for fund shares redeemed

2,391,341

Accrued management fee

2,609,725

Distribution fees payable

72,056

Other affiliated payables

349,414

Other payables and accrued expenses

2,819,828

Collateral on securities loaned, at value

81,450,299

Total liabilities

159,317,918

Net Assets

$ 5,519,807,065

Net Assets consist of:

Paid in capital

$ 4,724,267,952

Undistributed net investment income

20,933,389

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

210,098,766

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

564,506,958

Net Assets

$ 5,519,807,065

Statement of Assets and Liabilities - continued

March 31, 2006 (Unaudited)

Class O:

Net Asset Value, offering price and redemption price per share ($5,173,143,845 ÷ 406,093,400 shares)

$ 12.74

Class A:
Net Asset Value and redemption price per share ($346,111,677 ÷ 27,698,300 shares)

$ 12.50

Maximum offering price per share (100/94.25 of $12.50)

$ 13.26

Class T:
Net Asset Value and redemption price per share ($120,095 ÷ 9,641 shares)

$ 12.46

Maximum offering price per share (100/96.50 of $12.46)

$ 12.91

Class B:
Net Asset Value and offering price per share ($179,567 ÷ 14,445 shares) A

$ 12.43

Class C:
Net Asset Value and offering price per share ($139,037 ÷ 11,175 shares) A

$ 12.44

Institutional Class:
Net Asset Value, offering price and redemption price per share ($112,844 ÷ 8,860.9 shares)

$ 12.74

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended March 31, 2006 (Unaudited)

Investment Income

Dividends

$ 34,996,225

Interest

781,124

Income from affiliated Central Funds

8,446,608

Total income

44,223,957

Expenses

Management fee

$ 15,223,182

Transfer agent fees

397,567

Distribution fees

399,163

Accounting and security lending fees

616,830

Independent trustees' compensation

10,887

Appreciation in deferred trustee compensation account

5,700

Custodian fees and expenses

177,807

Registration fees

21,292

Audit

45,115

Legal

32,437

Miscellaneous

235,433

Total expenses before reductions

17,165,413

Expense reductions

(1,971,942)

15,193,471

Net investment income (loss)

29,030,486

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers (net of foreign taxes of $21,806)

217,393,022

Other affiliated issuers

16,011,689

Foreign currency transactions

244,243

Total net realized gain (loss)

233,648,954

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $1,754,964)

238,416,200

Assets and liabilities in foreign currencies

8,508

Total change in net unrealized appreciation (depreciation)

238,424,708

Net gain (loss)

472,073,662

Net increase (decrease) in net assets resulting from operations

$ 501,104,148

Statement of Changes in Net Assets

Six months ended
March 31, 2006
(Unaudited)

Year ended
September 30,
2005

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 29,030,486

$ 86,867,132

Net realized gain (loss)

233,648,954

291,018,936

Change in net unrealized appreciation (depreciation)

238,424,708

94,894,260

Net increase (decrease) in net assets resulting from operations

501,104,148

472,780,328

Distributions to shareholders from net investment income

(53,678,005)

(76,323,539)

Distributions to shareholders from net realized gain

(83,077,836)

-

Total distributions

(136,755,841)

(76,323,539)

Share transactions - net increase (decrease)

(104,359,233)

(351,020,942)

Total increase (decrease) in net assets

259,989,074

45,435,847

Net Assets

Beginning of period

5,259,817,991

5,214,382,144

End of period (including undistributed net investment income of $20,933,389 and undistributed net investment income of $48,576,995, respectively)

$ 5,519,807,065

$ 5,259,817,991

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

Semiannual Report

Financial Highlights - Class O

Six months ended
March 31, 2006

Years ended September 30,

(Unaudited)

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 11.91

$ 11.03

$ 10.02

$ 8.40

$ 10.14

$ 16.13

Income from Investment Operations

Net investment income (loss) E

.07

.19 F

.12

.08

.09

.08

Net realized and unrealized gain (loss)

1.08

.86

.97

1.63

(1.73)

(4.19)

Total from investment operations

1.15

1.05

1.09

1.71

(1.64)

(4.11)

Distributions from net investment income

(.13)

(.17)

(.08)

(.09)

(.10)

(.08)

Distributions from net realized gain

(.19)

-

-

-

-

(1.80)

Total distributions

(.32)

(.17)

(.08)

(.09)

(.10)

(1.88)

Net asset value, end of period

$ 12.74

$ 11.91

$ 11.03

$ 10.02

$ 8.40

$ 10.14

Total Return B, C, D

9.78%

9.51%

10.91%

20.45%

(16.39)%

(27.64)%

Ratios to Average Net Assets G

Expenses before reductions

.61% A

.62%

.61%

.62%

.61%

.60%

Expenses net of fee waivers, if any

.61% A

.62%

.61%

.62%

.61%

.60%

Expenses net of all reductions

.54% A

.51%

.55%

.50%

.43%

.55%

Net investment income (loss)

1.11% A

1.68% F

1.13%

.88%

.86%

.67%

Supplemental Data

Net assets, end of period (000 omitted)

$ 5,173,144

$ 4,965,789

$ 4,998,159

$ 4,633,668

$ 3,811,815

$ 4,523,725

Portfolio turnover rate

193% A

244%

212%

349%

326%

196%

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 Investment income per share reflects a special dividend which amounted to $.05 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been 1.28%. 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 fee 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.

Financial Highlights - Class A

Six months ended
March 31, 2006

Years ended September 30,

(Unaudited)

2005 J

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 11.66

$ 10.80

$ 9.81

$ 8.25

$ 9.97

$ 15.94

Income from Investment Operations

Net investment income (loss) F

.04

.13 G

.04

- I

- I

(.03)

Net realized and unrealized gain (loss)

1.06

.83

.96

1.59

(1.70)

(4.14)

Total from investment operations

1.10

.96

1.00

1.59

(1.70)

(4.17)

Distributions from net investment income

(.07)

(.10)

(.01)

(.03)

(.02)

-

Distributions from net realized gain

(.19)

-

-

-

-

(1.80)

Total distributions

(.26)

(.10)

(.01)

(.03)

(.02)

(1.80)

Net asset value, end of period

$ 12.50

$ 11.66

$ 10.80

$ 9.81

$ 8.25

$ 9.97

Total Return B, C, D, E

9.58%

8.86%

10.20%

19.30%

(17.10)%

(28.32)%

Ratios to Average Net Assets H

Expenses before reductions

1.06% A

1.17%

1.34%

1.49%

1.48%

1.50%

Expenses net of fee waivers, if any

1.06% A

1.17%

1.34%

1.49%

1.48%

1.50%

Expenses net of all reductions

.99% A

1.06%

1.27%

1.37%

1.30%

1.44%

Net investment income (loss)

.66% A

1.14% G

.40%

-%

(.01)%

(.23)%

Supplemental Data

Net assets, end of period (000 omitted)

$ 346,111

$ 293,602

$ 216,223

$ 137,691

$ 65,844

$ 38,389

Portfolio turnover rate

193% A

244%

212%

349%

326%

196%

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 Total returns do not include the effect of the sales charges. F Calculated based on average shares outstanding during the period. G Investment income per share reflects a special dividend which amounted to $.04 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .74%. H 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 fee 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. I Amount represents less than $.01 per share. J Class N was renamed Class A on July 12, 2005.

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

Semiannual Report

Financial Highlights - Class T

Six months ended
March 31, 2006

Period ended
September 30,

(Unaudited)

2005 F

Selected Per-Share Data

Net asset value, beginning of period

$ 11.66

$ 11.34

Income from Investment Operations

Net investment income (loss) E

.02

.01

Net realized and unrealized gain (loss)

1.05

.31

Total from investment operations

1.07

.32

Distributions from net investment income

(.08)

-

Distributions from net realized gain

(.19)

-

Total distributions

(.27)

-

Net asset value, end of period

$ 12.46

$ 11.66

Total Return B, C, D

9.35%

2.82%

Ratios to Average Net Assets G

Expenses before reductions

1.33% A

1.33% A

Expenses net of fee waivers, if any

1.33% A

1.33% A

Expenses net of all reductions

1.25% A

1.21% A

Net investment income (loss)

.40% A

.19% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 120

$ 103

Portfolio turnover rate

193% A

244%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower had certain expenses not been reduced during the periods shown. D Total returns do not include the effect of the sales charges. E Calculated based on average shares outstanding during the period. F For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005. 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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee 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.

Financial Highlights - Class B

Six months ended
March 31, 2006

Period ended
September 30,

(Unaudited)

2005 F

Selected Per-Share Data

Net asset value, beginning of period

$ 11.64

$ 11.34

Income from Investment Operations

Net investment income (loss) E

(.01)

(.01)

Net realized and unrealized gain (loss)

1.05

.31

Total from investment operations

1.04

.30

Distributions from net investment income

(.06)

-

Distributions from net realized gain

(.19)

-

Total distributions

(.25)

-

Net asset value, end of period

$ 12.43

$ 11.64

Total Return B, C, D

9.04%

2.65%

Ratios to Average Net Assets G

Expenses before reductions

1.90% A

1.85% A

Expenses net of fee waivers, if any

1.90% A

1.85% A

Expenses net of all reductions

1.83% A

1.74% A

Net investment income (loss)

(.18)% A

(.32)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 180

$ 118

Portfolio turnover rate

193% A

244%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower had certain expenses not been reduced during the periods shown. D Total returns do not include the effect of the contingent deferred sales charge. E Calculated based on average shares outstanding during the period. F For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005. 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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee 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.

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

Semiannual Report

Financial Highlights - Class C

Six months ended
March 31, 2006

Period ended
September 30,

(Unaudited)

2005 F

Selected Per-Share Data

Net asset value, beginning of period

$ 11.64

$ 11.34

Income from Investment Operations

Net investment income (loss) E

- H

(.01)

Net realized and unrealized gain (loss)

1.05

.31

Total from investment operations

1.05

.30

Distributions from net investment income

(.06)

-

Distributions from net realized gain

(.19)

-

Total distributions

(.25)

-

Net asset value, end of period

$ 12.44

$ 11.64

Total Return B, C, D

9.10%

2.65%

Ratios to Average Net Assets G

Expenses before reductions

1.80% A

1.82% A

Expenses net of fee waivers, if any

1.80% A

1.82% A

Expenses net of all reductions

1.73% A

1.71% A

Net investment income (loss)

(.08)% A

(.30)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 139

$ 103

Portfolio turnover rate

193% A

244%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower had certain expenses not been reduced during the periods shown. D Total returns do not include the effect of the contingent deferred sales charge. E Calculated based on average shares outstanding during the period. F For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005. 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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee 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. H Amount represents less than $.01 per share.

Financial Highlights - Institutional Class

Six months ended
March 31, 2006

Period ended
September 30,

(Unaudited)

2005 E

Selected Per-Share Data

Net asset value, beginning of period

$ 11.91

$ 11.57

Income from Investment Operations

Net investment income (loss) D

.06

.02

Net realized and unrealized gain (loss)

1.07

.32

Total from investment operations

1.13

.34

Distributions from net investment income

(.11)

-

Distributions from net realized gain

(.19)

-

Total distributions

(.30)

-

Net asset value, end of period

$ 12.74

$ 11.91

Total Return B, C

9.67%

2.94%

Ratios to Average Net Assets F

Expenses before reductions

.78% A

.83% A

Expenses net of fee waivers, if any

.78% A

.83% A

Expenses net of all reductions

.71% A

.71% A

Net investment income (loss)

.94% A

.67% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 113

$ 103

Portfolio turnover rate

193% A

244%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower had certain expenses not been reduced during the periods shown. D Calculated based on average shares outstanding during the period. E For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005. F 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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee 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.

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

Semiannual Report

Notes to Financial Statements

For the period ended March 31, 2006 (Unaudited)

1. Significant Accounting Policies.

Destiny II (the fund) is a fund 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. The fund is authorized to issue an unlimited number of shares.

The fund offers six classes of shares, Class O, Class A, Class T, Class B, Class C, and Institutional Class, 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. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the fund, 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 the 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 Class O are only offered to the general public through Fidelity Systematic Investment Plans: Destiny Plans II: O, a unit investment trust. Shares of Class A are also offered to the general public through Fidelity Systematic Investment Plans: Destiny Plans II: N, a unit investment trust, as well as through intermediaries.

Fidelity intends to continue to offer contractual plans for sale, though pending federal legislation would prohibit future contractual plan sales. As drafted, this proposed legislation would not alter the rights of existing Destiny Planholders.

The fund may invest in affiliated money market central funds (Money Market Central Funds), which are open-end investment companies available to investment companies and other accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. 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 fund:

Security Valuation. Investments are valued and net asset value (NAV) per share is calculated (NAV calculation) as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time. Wherever possible, the fund uses independent pricing services approved by the Board of Trustees to value its investments.

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price. Debt securities, including restricted securities, for which quotations are readily available, are valued by independent pricing services or by dealers who make markets in such securities. Pricing services consider yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices. Investments in open-end mutual funds, are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. For example, when developments occur between the close of a market and the close of the NYSE that may materially affect the value of some or all of the securities, or when trading in a security is halted, those securities may be fair valued. Factors used in the determination of fair value may include monitoring news to identify significant market or security specific events such as changes in the value of U.S. securities markets, reviewing developments in foreign markets and evaluating the performance of ADRs, futures contracts and exchange-traded funds. Because the fund's utilization of fair value pricing depends on market activity, the frequency with which fair value pricing is used can not be predicted and may be utilized to a significant extent. The value of securities used for NAV calculation under fair value pricing may differ from published prices for the same securities.

Foreign Currency. The fund uses 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.

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. 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 fund is 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. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The fund estimates the components of distributions received that may be considered return of capital

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Investment Transactions and Income - continued

distributions or capital gain distributions. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. 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 each fund in the trust.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent 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 the fund or are invested in a cross-section of other Fidelity funds, and are marked-to-market. Deferred amounts remain in the fund until distributed in accordance with the Plan.

Income Tax Information and Distributions to Shareholders. Each year, the fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements. Foreign taxes are provided for based on the fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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. In addition, the fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), market discount, capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investments and unrealized appreciation (depreciation) as of period end were as follows:

Unrealized appreciation

$ 603,013,208

Unrealized depreciation

(50,460,867)

Net unrealized appreciation (depreciation)

552,552,341

Cost for federal income tax purposes

$ 5,033,396,394

2. Operating Policies.

Repurchase Agreements. FMR has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. The fund may also invest directly with institutions in repurchase agreements. Repurchase agreements are collateralized by government or non-government securities. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Restricted Securities. The fund 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 at the end of the fund's Schedule of Investments.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $4,836,153,068 and $5,104,460,327, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the fund's average net assets and a group fee rate that averaged .27% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .57% of the fund's average net assets.

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the fund and providing shareholder support services. For the period, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.25%

397,676

28,838

Class T

.25%

.25%

270

265

Class B

.75%

.25%

679

642

Class C

.75%

.25%

538

538

$ 399,163

$ 30,283

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, 1.00% to .50% for certain purchases of Class A shares (.25% prior to February 24, 2006) and .25% for certain purchases of Class T shares. Class A shares purchased through the Fidelity Systematic Investment Plans are not subject to these front-end and contingent deferred sales charges.

For the period, sales charge amounts retained by FDC were as follows:

Retained
by FDC

Class A

581

Class T

7

Class B *

-

Class C *

-

$ 588

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class. FSC receives account fees and asset-based fees that vary according to account size and type of account of the shareholders of the respective classes of the fund. FSC does not receive a fee for Class O Destiny Plan accounts. In addition, FSC pays for typesetting, printing, and mailing of shareholder reports, except proxy statements. For the period, the total transfer agent fees paid by each class to FSC were as follows:

Amount

% of
Average
Net Assets

Class O

$ 75,977

.00*

Class A

321,072

.20 *

Class T

119

.22 *

Class B

202

.30 *

Class C

104

.19 *

Institutional Class

93

.17 *

$ 397,567

* Annualized

Accounting and Security Lending Fees. FSC maintains the fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Affiliated Central Funds. The fund may invest in Money Market Central Funds which seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

The Money Market Central Funds do not pay a management fee.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions. 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 $88,475 for the period.

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $4.2 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 fund has agreed to pay commitment fees on its pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit.

6. Security Lending.

The fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the 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 fund and any additional required collateral is delivered to the fund 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. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from affiliated central funds. Net income from lending portfolio securities during the period amounted to $695,648.

7. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of the fund's Class O and Class A operating expenses. During the period, this reimbursement reduced expenses as follows:

Reimbursement
from adviser

Class O

7,022

Class A

478

$ 7,500

Many of the brokers with whom FMR places trades on behalf of the fund provided services to the fund in addition to trade execution. These services included payments of certain expenses on behalf of the fund totaling $1,959,826 for the period. In addition, through arrangements with the fund's custodian and each class' transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody expenses by $3,915. During the period, credits reduced each class' transfer agent expense as noted in the table below.

Transfer Agent
expense reduction

Class O

$ 701

8. Other.

The fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the fund. In the normal course of business, the fund may also enter into contracts that provide general indemnifications. The fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the fund. The risk of material loss from such claims is considered remote.

Semiannual Report

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended March 31,
2006

Year ended
September 30,
2005

From net investment income

Class O

$ 51,786,020

$ 74,292,069

Class A

1,889,151

2,031,470

Class T

741

-

Class B

620

-

Class C

496

-

Institutional Class

977

-

Total

$ 53,678,005

$ 76,323,539

From net realized gain

Class O

$ 78,085,736

$ -

Class A

4,985,069

-

Class T

1,675

-

Class B

2,032

-

Class C

1,682

-

Institutional Class

1,642

-

Total

$ 83,077,836

$ -

10. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended
March 31,
2006

Year ended
September 30,
2005 A

Six months ended
March 31,
2006

Year ended
September 30,
2005 A

Class O

Shares sold

10,144,591

24,435,956

$ 123,419,088

$ 277,483,378

Reinvestment of distributions

10,289,971

5,981,021

123,685,010

69,670,688

Shares redeemed

(31,276,417)

(66,463,101)

(381,508,420)

(756,086,897)

Net increase (decrease)

(10,841,855)

(36,046,124)

$ (134,404,322)

$ (408,932,831)

Class A

Shares sold

3,258,192

7,215,759

$ 38,830,554

$ 80,409,418

Reinvestment of distributions

570,553

168,925

6,738,236

1,935,076

Shares redeemed

(1,304,776)

(2,227,995)

(15,618,067)

(24,847,672)

Net increase (decrease)

2,523,969

5,156,689

$ 29,950,723

$ 57,496,822

Class T

Shares sold

618

8,818

$ 7,524

$ 100,000

Reinvestment of distributions

205

-

2,416

-

Net increase (decrease)

823

8,818

$ 9,940

$ 100,000

Class B

Shares sold

4,123

10,123

$ 50,316

$ 115,009

Reinvestment of distributions

225

-

2,652

-

Shares redeemed

(26)

-

(319)

-

Net increase (decrease)

4,322

10,123

$ 52,649

$ 115,009

Class C

Shares sold

2,167

8,823

$ 26,980

$ 100,058

Reinvestment of distributions

185

-

2,178

-

Net increase (decrease)

2,352

8,823

$ 29,158

$ 100,058

Institutional Class

Shares sold

-

8,643

$ -

$ 100,000

Reinvestment of distributions

218

-

2,619

-

Net increase (decrease)

218

8,643

$ 2,619

$ 100,000

A Share transactions for Class T, B, C and Institutional Class are for the period July 12, 2005 (commencement of sale of shares) to September 30, 2005.

Semiannual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on October 26, 2005. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To amend the Declaration of Trust to allow the Board of Trustees,
if permitted by applicable law, to authorize fund mergers without shareholder approval. A

# of
Votes

% of
Votes

Affirmative

6,208,382,690.71

76.063%

Against

1,724,200,246.58

21.124%

Abstain

229,323,062.04

2.810%

Broker Non-Votes

288,938.96

0.004%

TOTAL

8,162,194,938.29

100.000%

PROPOSAL 2

To elect a Board of Trustees. A

# of
Votes

% of
Votes

Dennis J. Dirks

Affirmative

7,841,421,406.70

96.070%

Withheld

320,773,531.59

3.930%

TOTAL

8,162,194,938.29

100.000%

Albert R. Gamper, Jr. B

Affirmative

7,828,620,938.56

95.913%

Withheld

333,573,999.73

4.087%

TOTAL

8,162,194,938.29

100.000%

Robert M. Gates

Affirmative

7,698,226,995.74

94.316%

Withheld

463,967,942.55

5.684%

TOTAL

8,162,194,938.29

100.000%

George H. Heilmeier

Affirmative

7,718,888,655.41

94.569%

Withheld

443,306,282.88

5.431%

TOTAL

8,162,194,938.29

100.000%

Abigail P. Johnson

Affirmative

7,673,911,405.84

94.018%

Withheld

488,283,532.45

5.982%

TOTAL

8,162,194,938.29

100.000%

Edward C. Johnson 3d

Affirmative

7,663,368,736.50

93.889%

Withheld

498,826,201.79

6.111%

TOTAL

8,162,194,938.29

100.000%

Stephen P. Jonas

Affirmative

7,691,649,604.32

94.235%

Withheld

470,545,333.97

5.765%

TOTAL

8,162,194,938.29

100.000%

Marie L. Knowles

Affirmative

7,715,176,904.55

94.523%

Withheld

447,018,033.74

5.477%

TOTAL

8,162,194,938.29

100.000%

# of
Votes

% of
Votes

Ned C. Lautenbach

Affirmative

7,724,450,005.27

94.637%

Withheld

437,744,933.02

5.363%

TOTAL

8,162,194,938.29

100.000%

Marvin L. Mann

Affirmative

7,705,305,152.88

94.402%

Withheld

456,889,785.41

5.598%

TOTAL

8,162,194,938.29

100.000%

William O. McCoy

Affirmative

7,694,658,613.44

94.272%

Withheld

467,536,324.85

5.728%

TOTAL

8,162,194,938.29

100.000%

Robert L. Reynolds

Affirmative

7,712,454,548.18

94.490%

Withheld

449,740,390.11

5.510%

TOTAL

8,162,194,938.29

100.000%

Cornelia M. Small

Affirmative

7,719,750,543.37

94.579%

Withheld

442,444,394.92

5.421%

TOTAL

8,162,194,938.29

100.000%

William S. Stavropoulos

Affirmative

7,721,337,234.05

94.599%

Withheld

440,857,704.24

5.401%

TOTAL

8,162,194,938.29

100.000%

Kenneth L. Wolfe

Affirmative

7,720,752,910.62

94.592%

Withheld

441,442,027.67

5.408%

TOTAL

8,162,194,938.29

100.000%

A Denotes trust-wide proposals and voting results.

B Effective on or about January 1, 2006.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Destiny II

On January 19, 2006, the Board of Trustees, including the Independent Trustees (together, the Board), voted to approve a general research services agreement (the Agreement) between FMR, FMR Co., Inc. (FMRC), Fidelity Investments Money Management, Inc. (FIMM), and Fidelity Research & Analysis Company (FRAC) (together, the Investment Advisers) for the fund, effective January 20, 2006, pursuant to which FRAC may provide general research and investment advisory support services to FMRC and FIMM. The Board considered that it has approved previously various sub-advisory agreements for the fund with affiliates of FMR that allow FMR to obtain research, non-discretionary advice, or discretionary portfolio management at no additional expense to the fund. The Board, assisted by the advice of fund counsel and independent Trustees' counsel, considered a broad range of information and determined that it would be beneficial for the fund to access the research and investment advisory support services supplied by FRAC at no additional expense to the fund.

The Board reached this determination in part because the new arrangement will involve no changes in (i) the contractual terms of and fees payable under the fund's management contract or sub-advisory agreements; (ii) the investment process or strategies employed in the management of the fund's assets; (iii) the nature or level of services provided under the fund's management contract or sub-advisory agreements; (iv) the day-to-day management of the fund or the persons primarily responsible for such management; or (v) the ultimate control or beneficial ownership of FMR, FMRC, or FIMM. The Board also considered that the establishment of the Agreement would not necessitate prior shareholder approval of the Agreement or result in an assignment and termination of the fund's management contract or sub-advisory agreements under the Investment Company Act of 1940.

Because the Board was approving an arrangement with FRAC under which the fund will not bear any additional management fees or expenses and under which the fund's portfolio manager would not change, it did not consider the fund's investment performance, competitiveness of management fee and total expenses, costs of services and profitability, or economies of scale to be significant factors in its decision.

In connection with its future renewal of the fund's management contract and sub-advisory agreements, the Board will consider: (i) the nature, extent, and quality of services provided to the fund, including shareholder and administrative services and investment performance; (ii) the competitiveness of the fund's management fee and total expenses; (iii) the costs of the services and profitability, including the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering, and servicing the fund and its shareholders; and (iv) whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies.

Based on its evaluation of all of the conclusions noted above, and after considering all material factors, the Board ultimately concluded that the fund's Agreement is fair and reasonable, and that the fund's Agreement should be approved.

Semiannual Report

Semiannual Report

Fidelity
Destiny Portfolios:
Destiny II - Class A

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 Research & Analysis Company
(formerly Fidelity Management & Research (Far East) Inc.)
Fidelity Investments Japan Limited
Fidelity International Investment Advisers
Fidelity International Investment Advisers (U.K.) Limited

GENERAL DISTRIBUTOR

Fidelity Distributors Corporation
Boston, MA

TRANSFER AND SERVICE AGENT

Fidelity Service Company, Inc.
Boston, MA

CUSTODIAN

State Street Bank and Trust Company
Boston, MA

DESIIN-USAN-0506

1.791870.102

Fidelity

Destiny®

Portfolios:

Destiny II - Class O

Semiannual Report

March 31, 2006

(Destiny_logo)

Annual Report

Contents

Semiannual Report

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

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.

Proxy Voting Results

<Click Here>

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent quarterly holdings report, semiannual report, or annual report on http://advisor.fidelity.com.

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including Destiny Plan Creation and Sales Charges on purchases of Class O and certain purchases of Class A, sales charges (loads) on purchase payments or redemption proceeds and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (October 1, 2005 to March 31, 2006).

Actual Expenses

The first line of the table below for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Beginning
Account Value
October 1, 2005

Ending
Account Value
March 31, 2006

Expenses Paid
During Period *
October 1, 2005
to March 31, 2006

Class O

Actual

$ 1,000.00

$ 1,097.80

$ 3.19

HypotheticalA

$ 1,000.00

$ 1,021.89

$ 3.07

Class A

Actual

$ 1,000.00

$ 1,095.80

$ 5.54

HypotheticalA

$ 1,000.00

$ 1,019.65

$ 5.34

Class T

Actual

$ 1,000.00

$ 1,093.50

$ 6.94

HypotheticalA

$ 1,000.00

$ 1,018.30

$ 6.69

Class B

Actual

$ 1,000.00

$ 1,090.40

$ 9.90

HypotheticalA

$ 1,000.00

$ 1,015.46

$ 9.55

Class C

Actual

$ 1,000.00

$ 1,091.00

$ 9.38

HypotheticalA

$ 1,000.00

$ 1,015.96

$ 9.05

Institutional Class

Actual

$ 1,000.00

$ 1,096.70

$ 4.08

HypotheticalA

$ 1,000.00

$ 1,021.04

$ 3.93

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

Annualized
Expense Ratio

Class O

.61%

Class A

1.06%

Class T

1.33%

Class B

1.90%

Class C

1.80%

Institutional Class

.78%

Semiannual Report

Investment Changes

Top Ten Equity Holdings

as of March 31, 2006

as of September 30, 2005

American International Group, Inc.

American International Group, Inc.

General Electric Co.

Microsoft Corp.

Johnson & Johnson

General Electric Co.

Microsoft Corp.

Altria Group, Inc.

Altria Group, Inc.

UnitedHealth Group, Inc.

SLM Corp.

SLM Corp.

CIENA Corp.

Roche Holding AG (participation certificate)

Wyeth

CIENA Corp.

UnitedHealth Group, Inc.

The Coca-Cola Co.

Honeywell International, Inc.

SBC Communications, Inc.

Top Five Market Sectors

as of March 31, 2006

% of fund's net assets

as of September 30, 2005

% of fund's net assets

Health Care

25.3

Information Technology

18.0

Information Technology

16.7

Health Care

17.9

Financials

15.7

Consumer Discretionary

14.7

Industrials

11.8

Financials

12.8

Consumer Staples

9.1

Consumer Staples

11.0

Asset Allocation (% of fund's net assets)

As of March 31, 2006 *

As of September 30, 2005 **

Stocks 92.1%

Stocks 92.8%

Convertible
Securities 0.4%

Convertible
Securities 0.4%

Short-Term Investments and
Net Other Assets 7.5%

Short-Term Investments and
Net Other Assets 6.8%

* Foreign investments

11.7%

** Foreign investments

13.3%



Semiannual Report

Investments March 31, 2006 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 92.1%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 6.9%

Auto Components - 0.3%

Gentex Corp.

816,487

$ 14,255,863

Automobiles - 0.7%

Ford Motor Co.

1,227,300

9,769,308

General Motors Corp. (d)

1,334,800

28,391,196

38,160,504

Hotels, Restaurants & Leisure - 1.3%

Boyd Gaming Corp.

427,665

21,357,590

Domino's Pizza, Inc.

1,031,200

29,440,760

WMS Industries, Inc. (a)

661,300

19,905,130

70,703,480

Leisure Equipment & Products - 0.5%

Marvel Entertainment, Inc. (a)

1,398,100

28,129,772

Media - 1.9%

Clear Channel Communications, Inc.

35,000

1,015,350

DreamWorks Animation SKG, Inc. Class A (a)

1,938,700

51,278,615

Getty Images, Inc. (a)

30,000

2,246,400

News Corp. Class B

86,100

1,511,916

Omnicom Group, Inc.

107,500

8,949,375

Pixar (a)

628,546

40,314,940

Viacom, Inc. Class A (a)

22,100

856,596

106,173,192

Specialty Retail - 2.2%

Best Buy Co., Inc.

21,500

1,202,495

Gamestop Corp.:

Class A (a)(d)

666,951

31,440,070

Class B (a)

974,300

42,206,676

Staples, Inc.

1,261,850

32,202,412

The Game Group PLC

11,719,089

16,540,725

123,592,378

TOTAL CONSUMER DISCRETIONARY

381,015,189

CONSUMER STAPLES - 9.1%

Beverages - 1.0%

Coca-Cola Enterprises, Inc.

816,600

16,609,644

The Coca-Cola Co.

877,800

36,753,486

53,363,130

Food & Staples Retailing - 1.8%

CVS Corp.

1,816,200

54,249,894

Wal-Mart Stores, Inc.

980,300

46,309,372

100,559,266

Food Products - 1.6%

Nestle SA:

(Reg.)

85,370

25,339,922

sponsored ADR

899,800

65,145,520

90,485,442

Household Products - 1.0%

Colgate-Palmolive Co.

947,700

54,113,670

Shares

Value (Note 1)

Tobacco - 3.7%

Altria Group, Inc.

2,852,700

$ 202,142,322

TOTAL CONSUMER STAPLES

500,663,830

ENERGY - 1.7%

Energy Equipment & Services - 0.0%

Diamond Offshore Drilling, Inc.

5,300

474,350

Halliburton Co.

12,900

941,958

1,416,308

Oil, Gas & Consumable Fuels - 1.7%

BP PLC sponsored ADR

100,000

6,894,000

Chevron Corp.

580,800

33,668,976

EOG Resources, Inc.

301,400

21,700,800

Total SA sponsored ADR

86,100

11,341,953

Ultra Petroleum Corp. (a)

344,500

21,465,795

95,071,524

TOTAL ENERGY

96,487,832

FINANCIALS - 15.7%

Capital Markets - 0.0%

Northern Trust Corp.

21,500

1,128,750

Commercial Banks - 2.3%

Bank of America Corp.

1,438,900

65,527,506

Boston Private Financial Holdings, Inc.

24,869

840,324

Uniao de Bancos Brasileiros SA (Unibanco) unit

1,634,200

23,825,790

Wachovia Corp.

641,100

35,933,655

126,127,275

Consumer Finance - 3.4%

SLM Corp.

3,561,818

185,000,827

Insurance - 10.0%

ACE Ltd.

940,318

48,905,939

AFLAC, Inc.

1,161,320

52,410,372

American International Group, Inc.

6,148,200

406,334,536

Aspen Insurance Holdings Ltd.

71,900

1,773,054

Platinum Underwriters Holdings Ltd.

111,200

3,235,920

The St. Paul Travelers Companies, Inc.

988,400

41,305,236

553,965,057

TOTAL FINANCIALS

866,221,909

HEALTH CARE - 25.3%

Biotechnology - 3.4%

Amgen, Inc. (a)

206,700

15,037,425

Biogen Idec, Inc. (a)

386,200

18,190,020

Cephalon, Inc. (a)(d)

129,600

7,808,400

Charles River Laboratories International, Inc. (a)

1,872,800

91,804,656

Gilead Sciences, Inc. (a)

603,100

37,524,882

Common Stocks - continued

Shares

Value (Note 1)

HEALTH CARE - continued

Biotechnology - continued

ICOS Corp. (a)

172,100

$ 3,794,805

Invitrogen Corp. (a)

242,900

17,034,577

191,194,765

Health Care Equipment & Supplies - 2.4%

Boston Scientific Corp. (a)

1,939,100

44,696,255

C.R. Bard, Inc.

514,300

34,874,683

Inverness Medical Innovations, Inc. (a)

264,200

7,590,466

Phonak Holding AG

258,517

14,712,350

Straumann Holding AG

43,049

9,806,376

Syneron Medical Ltd. (a)(d)

699,800

20,441,158

132,121,288

Health Care Providers & Services - 5.3%

Aetna, Inc.

429,900

21,125,286

Cardinal Health, Inc.

624,300

46,522,836

Humana, Inc. (a)

1,122,500

59,099,625

UnitedHealth Group, Inc.

2,940,480

164,255,213

291,002,960

Pharmaceuticals - 14.2%

Allergan, Inc.

193,700

21,016,450

Barr Pharmaceuticals, Inc. (a)

891,300

56,134,074

Cipla Ltd.

3,539,066

52,668,459

Johnson & Johnson

4,090,600

242,245,332

Novartis AG sponsored ADR

622,900

34,533,576

Pfizer, Inc.

2,411,100

60,084,612

Roche Holding AG (participation certificate)

705,358

105,008,428

Teva Pharmaceutical Industries Ltd. sponsored ADR

688,597

28,356,424

Wyeth

3,789,200

183,851,984

783,899,339

TOTAL HEALTH CARE

1,398,218,352

INDUSTRIALS - 11.8%

Aerospace & Defense - 3.8%

General Dynamics Corp.

818,200

52,348,436

Honeywell International, Inc.

2,971,600

127,095,332

Raytheon Co.

645,900

29,608,056

209,051,824

Commercial Services & Supplies - 0.2%

Monster Worldwide, Inc. (a)

8,600

428,796

Tele Atlas NV (a)

495,100

11,284,823

11,713,619

Industrial Conglomerates - 7.3%

3M Co.

99,000

7,493,310

General Electric Co.

8,824,800

306,926,544

Tyco International Ltd.

3,223,646

86,651,604

401,071,458

Shares

Value (Note 1)

Machinery - 0.5%

Toro Co.

559,300

$ 26,706,575

TOTAL INDUSTRIALS

648,543,476

INFORMATION TECHNOLOGY - 16.3%

Communications Equipment - 5.9%

Alcatel SA sponsored ADR (a)(d)

1,248,800

19,231,520

CIENA Corp. (a)(e)

35,310,400

183,967,184

Corning, Inc. (a)

1,009,900

27,176,409

CSR PLC (a)

968,600

20,191,242

Finisar Corp. (a)(d)

5,239,500

25,935,525

Harris Corp.

193,700

9,160,073

NMS Communications Corp. (a)

2,270,554

8,559,989

Sandvine Corp. (f)

605,600

1,178,260

Sonus Networks, Inc. (a)

3,681,889

20,176,752

Sycamore Networks, Inc. (a)

2,064,600

9,703,620

325,280,574

Computers & Peripherals - 1.1%

EMC Corp. (a)

2,621,900

35,736,497

NCR Corp. (a)

509,000

21,271,110

Sun Microsystems, Inc. (a)

495,200

2,540,376

59,547,983

Electronic Equipment & Instruments - 0.0%

Universal Display Corp. (a)

155,403

2,234,695

IT Services - 0.0%

NCI, Inc. Class A

138,397

1,937,558

Semiconductors & Semiconductor Equipment - 2.7%

Applied Micro Circuits Corp. (a)

9,905,298

40,314,563

ARM Holdings PLC sponsored ADR

387,400

2,669,186

ASML Holding NV (NY Shares) (a)

6,100

124,257

ATI Technologies, Inc. (a)

3,665,800

62,981,141

Exar Corp. (a)

648,643

9,262,622

Integrated Device Technology, Inc. (a)

676,200

10,048,332

Linear Technology Corp.

236,800

8,306,944

Mindspeed Technologies, Inc. (a)(d)

186,358

741,705

PMC-Sierra, Inc. (a)

1,118,750

13,749,438

Teradyne, Inc. (a)

62,900

975,579

Trident Microsystems, Inc. (a)

34,500

1,002,570

150,176,337

Software - 6.6%

Activision, Inc. (a)

3,788,400

52,242,036

Cadence Design Systems, Inc. (a)

1,119,400

20,697,706

Electronic Arts, Inc. (a)

172,200

9,422,784

Microsoft Corp.

8,589,946

233,732,431

NDS Group PLC sponsored ADR (a)

296,200

15,411,286

Nintendo Co. Ltd.

193,700

28,960,795

THQ, Inc. (a)

85,994

2,226,385

362,693,423

TOTAL INFORMATION TECHNOLOGY

901,870,570

Common Stocks - continued

Shares

Value (Note 1)

MATERIALS - 0.4%

Metals & Mining - 0.4%

Alcoa, Inc.

645,900

$ 19,738,704

TELECOMMUNICATION SERVICES - 4.9%

Diversified Telecommunication Services - 3.1%

AT&T, Inc.

1,850,100

50,026,704

Qwest Communications International, Inc. (a)

2,562,000

17,421,600

Verizon Communications, Inc.

3,030,100

103,205,206

170,653,510

Wireless Telecommunication Services - 1.8%

Sprint Nextel Corp.

3,939,900

101,807,016

TOTAL TELECOMMUNICATION SERVICES

272,460,526

TOTAL COMMON STOCKS

(Cost $4,516,465,295)

5,085,220,388

Preferred Stocks - 0.0%

Convertible Preferred Stocks - 0.0%

INFORMATION TECHNOLOGY - 0.0%

Communications Equipment - 0.0%

Chorum Technologies, Inc. Series E (g)

27,000

0

Nonconvertible Preferred Stocks - 0.0%

HEALTH CARE - 0.0%

Biotechnology - 0.0%

GeneProt, Inc. Series A (g)
(Cost $1,793,525)

255,000

255

Convertible Bonds - 0.4%

Principal Amount

INFORMATION TECHNOLOGY - 0.4%

Communications Equipment - 0.4%

CIENA Corp. 3.75% 2/1/08

$ 22,990,000

21,897,975

TOTAL CONVERTIBLE BONDS

(Cost $21,776,015)

21,897,975

Money Market Funds - 8.6%

Shares

Fidelity Cash Central Fund, 4.77% (b)

393,245,817

393,245,817

Fidelity Securities Lending Cash Central Fund, 4.81% (b)(c)

81,450,300

81,450,300

TOTAL MONEY MARKET FUNDS

(Cost $474,696,117)

474,696,117

Cash Equivalents - 0.1%

Maturity
Amount

Value
(Note 1)

Investments in repurchase agreements (Collateralized by U.S. Treasury Obligations, in a joint trading account at 4.52%, dated 3/31/06 due 4/3/06)
(Cost $4,134,000)

$ 4,135,556

$ 4,134,000

TOTAL INVESTMENT PORTFOLIO - 101.2%

(Cost $5,018,864,952)

5,585,948,735

NET OTHER ASSETS - (1.2)%

(66,141,670)

NET ASSETS - 100%

$ 5,519,807,065

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

(e) Affiliated company

(f) 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 $1,178,260 or 0.0% of net assets.

(g) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $255 or 0.0% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Chorum Technologies, Inc. Series E

9/19/00

$ 405,050

GeneProt, Inc. Series A

7/7/00

$ 1,388,475

Affiliated Central Funds

Information regarding fiscal year to date income earned by the fund from the affiliated Central funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 7,750,960

Fidelity Securities Lending Cash Central Fund

695,648

Total

$ 8,446,608

Other Affiliated Issuers

An affiliated company is a company in which the fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliates

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

CIENA Corp.

$ 103,046,328

$ -

$ 17,914,044

$ -

$ 183,967,184

Finisar Corp.

26,351,402

-

46,602,037

-

-

GameStop Corp. Class A

59,021,985

34,551,505

74,958,757

-

-

Totals

$ 188,419,715

$ 34,551,505

$ 139,474,838

$ -

$ 183,967,184

Other Information

Distribution of investments by country of issue, as a percentage of total net assets, is as follows:

United States of America

88.3%

Switzerland

4.6%

Canada

1.5%

United Kingdom

1.1%

Bermuda

1.0%

India

1.0%

Others (individually less than 1%)

2.5%

100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

March 31, 2006 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $79,005,815 and repurchase agreements of $4,134,000) - See accompanying schedule:

Unaffiliated issuers (cost $4,456,856,775)

$ 4,927,285,434

Affiliated Central Funds (cost $474,696,117)

474,696,117

Other affiliated issuers (cost $87,312,060)

183,967,184

Total Investments (cost $5,018,864,952)

$ 5,585,948,735

Cash

439

Foreign currency held at value (cost $53,668)

53,670

Receivable for investments sold

82,491,389

Receivable for fund shares sold

178,356

Dividends receivable

8,328,981

Interest receivable

1,558,318

Prepaid expenses

18,020

Receivable from investment adviser for expense reductions

7,500

Other affiliated receivables

51,455

Other receivables

488,120

Total assets

5,679,124,983

Liabilities

Payable for investments purchased

$ 69,625,255

Payable for fund shares redeemed

2,391,341

Accrued management fee

2,609,725

Distribution fees payable

72,056

Other affiliated payables

349,414

Other payables and accrued expenses

2,819,828

Collateral on securities loaned, at value

81,450,299

Total liabilities

159,317,918

Net Assets

$ 5,519,807,065

Net Assets consist of:

Paid in capital

$ 4,724,267,952

Undistributed net investment income

20,933,389

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

210,098,766

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

564,506,958

Net Assets

$ 5,519,807,065

Statement of Assets and Liabilities - continued

March 31, 2006 (Unaudited)

Class O:

Net Asset Value, offering price and redemption price per share ($5,173,143,845 ÷ 406,093,400 shares)

$ 12.74

Class A:
Net Asset Value and redemption price per share ($346,111,677 ÷ 27,698,300 shares)

$ 12.50

Maximum offering price per share (100/94.25 of $12.50)

$ 13.26

Class T:
Net Asset Value and redemption price per share ($120,095 ÷ 9,641 shares)

$ 12.46

Maximum offering price per share (100/96.50 of $12.46)

$ 12.91

Class B:
Net Asset Value and offering price per share ($179,567 ÷ 14,445 shares) A

$ 12.43

Class C:
Net Asset Value and offering price per share ($139,037 ÷ 11,175 shares) A

$ 12.44

Institutional Class:
Net Asset Value, offering price and redemption price per share ($112,844 ÷ 8,860.9 shares)

$ 12.74

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended March 31, 2006 (Unaudited)

Investment Income

Dividends

$ 34,996,225

Interest

781,124

Income from affiliated Central Funds

8,446,608

Total income

44,223,957

Expenses

Management fee

$ 15,223,182

Transfer agent fees

397,567

Distribution fees

399,163

Accounting and security lending fees

616,830

Independent trustees' compensation

10,887

Appreciation in deferred trustee compensation account

5,700

Custodian fees and expenses

177,807

Registration fees

21,292

Audit

45,115

Legal

32,437

Miscellaneous

235,433

Total expenses before reductions

17,165,413

Expense reductions

(1,971,942)

15,193,471

Net investment income (loss)

29,030,486

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers (net of foreign taxes of $21,806)

217,393,022

Other affiliated issuers

16,011,689

Foreign currency transactions

244,243

Total net realized gain (loss)

233,648,954

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $1,754,964)

238,416,200

Assets and liabilities in foreign currencies

8,508

Total change in net unrealized appreciation (depreciation)

238,424,708

Net gain (loss)

472,073,662

Net increase (decrease) in net assets resulting from operations

$ 501,104,148

Statement of Changes in Net Assets

Six months ended
March 31, 2006
(Unaudited)

Year ended
September 30,
2005

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 29,030,486

$ 86,867,132

Net realized gain (loss)

233,648,954

291,018,936

Change in net unrealized appreciation (depreciation)

238,424,708

94,894,260

Net increase (decrease) in net assets resulting from operations

501,104,148

472,780,328

Distributions to shareholders from net investment income

(53,678,005)

(76,323,539)

Distributions to shareholders from net realized gain

(83,077,836)

-

Total distributions

(136,755,841)

(76,323,539)

Share transactions - net increase (decrease)

(104,359,233)

(351,020,942)

Total increase (decrease) in net assets

259,989,074

45,435,847

Net Assets

Beginning of period

5,259,817,991

5,214,382,144

End of period (including undistributed net investment income of $20,933,389 and undistributed net investment income of $48,576,995, respectively)

$ 5,519,807,065

$ 5,259,817,991

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

Semiannual Report

Financial Highlights - Class O

Six months ended
March 31, 2006

Years ended September 30,

(Unaudited)

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 11.91

$ 11.03

$ 10.02

$ 8.40

$ 10.14

$ 16.13

Income from Investment Operations

Net investment income (loss) E

.07

.19 F

.12

.08

.09

.08

Net realized and unrealized gain (loss)

1.08

.86

.97

1.63

(1.73)

(4.19)

Total from investment operations

1.15

1.05

1.09

1.71

(1.64)

(4.11)

Distributions from net investment income

(.13)

(.17)

(.08)

(.09)

(.10)

(.08)

Distributions from net realized gain

(.19)

-

-

-

-

(1.80)

Total distributions

(.32)

(.17)

(.08)

(.09)

(.10)

(1.88)

Net asset value, end of period

$ 12.74

$ 11.91

$ 11.03

$ 10.02

$ 8.40

$ 10.14

Total Return B, C, D

9.78%

9.51%

10.91%

20.45%

(16.39)%

(27.64)%

Ratios to Average Net Assets G

Expenses before reductions

.61% A

.62%

.61%

.62%

.61%

.60%

Expenses net of fee waivers, if any

.61% A

.62%

.61%

.62%

.61%

.60%

Expenses net of all reductions

.54% A

.51%

.55%

.50%

.43%

.55%

Net investment income (loss)

1.11% A

1.68% F

1.13%

.88%

.86%

.67%

Supplemental Data

Net assets, end of period (000 omitted)

$ 5,173,144

$ 4,965,789

$ 4,998,159

$ 4,633,668

$ 3,811,815

$ 4,523,725

Portfolio turnover rate

193% A

244%

212%

349%

326%

196%

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 Investment income per share reflects a special dividend which amounted to $.05 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been 1.28%. 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 fee 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.

Financial Highlights - Class A

Six months ended
March 31, 2006

Years ended September 30,

(Unaudited)

2005 J

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 11.66

$ 10.80

$ 9.81

$ 8.25

$ 9.97

$ 15.94

Income from Investment Operations

Net investment income (loss) F

.04

.13 G

.04

- I

- I

(.03)

Net realized and unrealized gain (loss)

1.06

.83

.96

1.59

(1.70)

(4.14)

Total from investment operations

1.10

.96

1.00

1.59

(1.70)

(4.17)

Distributions from net investment income

(.07)

(.10)

(.01)

(.03)

(.02)

-

Distributions from net realized gain

(.19)

-

-

-

-

(1.80)

Total distributions

(.26)

(.10)

(.01)

(.03)

(.02)

(1.80)

Net asset value, end of period

$ 12.50

$ 11.66

$ 10.80

$ 9.81

$ 8.25

$ 9.97

Total Return B, C, D, E

9.58%

8.86%

10.20%

19.30%

(17.10)%

(28.32)%

Ratios to Average Net Assets H

Expenses before reductions

1.06% A

1.17%

1.34%

1.49%

1.48%

1.50%

Expenses net of fee waivers, if any

1.06% A

1.17%

1.34%

1.49%

1.48%

1.50%

Expenses net of all reductions

.99% A

1.06%

1.27%

1.37%

1.30%

1.44%

Net investment income (loss)

.66% A

1.14% G

.40%

-%

(.01)%

(.23)%

Supplemental Data

Net assets, end of period (000 omitted)

$ 346,111

$ 293,602

$ 216,223

$ 137,691

$ 65,844

$ 38,389

Portfolio turnover rate

193% A

244%

212%

349%

326%

196%

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 Total returns do not include the effect of the sales charges. F Calculated based on average shares outstanding during the period. G Investment income per share reflects a special dividend which amounted to $.04 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .74%. H 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 fee 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. I Amount represents less than $.01 per share. J Class N was renamed Class A on July 12, 2005.

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

Semiannual Report

Financial Highlights - Class T

Six months ended
March 31, 2006

Period ended
September 30,

(Unaudited)

2005 F

Selected Per-Share Data

Net asset value, beginning of period

$ 11.66

$ 11.34

Income from Investment Operations

Net investment income (loss) E

.02

.01

Net realized and unrealized gain (loss)

1.05

.31

Total from investment operations

1.07

.32

Distributions from net investment income

(.08)

-

Distributions from net realized gain

(.19)

-

Total distributions

(.27)

-

Net asset value, end of period

$ 12.46

$ 11.66

Total Return B, C, D

9.35%

2.82%

Ratios to Average Net Assets G

Expenses before reductions

1.33% A

1.33% A

Expenses net of fee waivers, if any

1.33% A

1.33% A

Expenses net of all reductions

1.25% A

1.21% A

Net investment income (loss)

.40% A

.19% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 120

$ 103

Portfolio turnover rate

193% A

244%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower had certain expenses not been reduced during the periods shown. D Total returns do not include the effect of the sales charges. E Calculated based on average shares outstanding during the period. F For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005. 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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee 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.

Financial Highlights - Class B

Six months ended
March 31, 2006

Period ended
September 30,

(Unaudited)

2005 F

Selected Per-Share Data

Net asset value, beginning of period

$ 11.64

$ 11.34

Income from Investment Operations

Net investment income (loss) E

(.01)

(.01)

Net realized and unrealized gain (loss)

1.05

.31

Total from investment operations

1.04

.30

Distributions from net investment income

(.06)

-

Distributions from net realized gain

(.19)

-

Total distributions

(.25)

-

Net asset value, end of period

$ 12.43

$ 11.64

Total Return B, C, D

9.04%

2.65%

Ratios to Average Net Assets G

Expenses before reductions

1.90% A

1.85% A

Expenses net of fee waivers, if any

1.90% A

1.85% A

Expenses net of all reductions

1.83% A

1.74% A

Net investment income (loss)

(.18)% A

(.32)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 180

$ 118

Portfolio turnover rate

193% A

244%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower had certain expenses not been reduced during the periods shown. D Total returns do not include the effect of the contingent deferred sales charge. E Calculated based on average shares outstanding during the period. F For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005. 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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee 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.

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

Semiannual Report

Financial Highlights - Class C

Six months ended
March 31, 2006

Period ended
September 30,

(Unaudited)

2005 F

Selected Per-Share Data

Net asset value, beginning of period

$ 11.64

$ 11.34

Income from Investment Operations

Net investment income (loss) E

- H

(.01)

Net realized and unrealized gain (loss)

1.05

.31

Total from investment operations

1.05

.30

Distributions from net investment income

(.06)

-

Distributions from net realized gain

(.19)

-

Total distributions

(.25)

-

Net asset value, end of period

$ 12.44

$ 11.64

Total Return B, C, D

9.10%

2.65%

Ratios to Average Net Assets G

Expenses before reductions

1.80% A

1.82% A

Expenses net of fee waivers, if any

1.80% A

1.82% A

Expenses net of all reductions

1.73% A

1.71% A

Net investment income (loss)

(.08)% A

(.30)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 139

$ 103

Portfolio turnover rate

193% A

244%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower had certain expenses not been reduced during the periods shown. D Total returns do not include the effect of the contingent deferred sales charge. E Calculated based on average shares outstanding during the period. F For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005. 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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee 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. H Amount represents less than $.01 per share.

Financial Highlights - Institutional Class

Six months ended
March 31, 2006

Period ended
September 30,

(Unaudited)

2005 E

Selected Per-Share Data

Net asset value, beginning of period

$ 11.91

$ 11.57

Income from Investment Operations

Net investment income (loss) D

.06

.02

Net realized and unrealized gain (loss)

1.07

.32

Total from investment operations

1.13

.34

Distributions from net investment income

(.11)

-

Distributions from net realized gain

(.19)

-

Total distributions

(.30)

-

Net asset value, end of period

$ 12.74

$ 11.91

Total Return B, C

9.67%

2.94%

Ratios to Average Net Assets F

Expenses before reductions

.78% A

.83% A

Expenses net of fee waivers, if any

.78% A

.83% A

Expenses net of all reductions

.71% A

.71% A

Net investment income (loss)

.94% A

.67% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 113

$ 103

Portfolio turnover rate

193% A

244%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower had certain expenses not been reduced during the periods shown. D Calculated based on average shares outstanding during the period. E For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005. F 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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee 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.

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

Semiannual Report

Notes to Financial Statements

For the period ended March 31, 2006 (Unaudited)

1. Significant Accounting Policies.

Destiny II (the fund) is a fund 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. The fund is authorized to issue an unlimited number of shares.

The fund offers six classes of shares, Class O, Class A, Class T, Class B, Class C, and Institutional Class, 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. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the fund, 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 the 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 Class O are only offered to the general public through Fidelity Systematic Investment Plans: Destiny Plans II: O, a unit investment trust. Shares of Class A are also offered to the general public through Fidelity Systematic Investment Plans: Destiny Plans II: N, a unit investment trust, as well as through intermediaries.

Fidelity intends to continue to offer contractual plans for sale, though pending federal legislation would prohibit future contractual plan sales. As drafted, this proposed legislation would not alter the rights of existing Destiny Planholders.

The fund may invest in affiliated money market central funds (Money Market Central Funds), which are open-end investment companies available to investment companies and other accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. 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 fund:

Security Valuation. Investments are valued and net asset value (NAV) per share is calculated (NAV calculation) as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time. Wherever possible, the fund uses independent pricing services approved by the Board of Trustees to value its investments.

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price. Debt securities, including restricted securities, for which quotations are readily available, are valued by independent pricing services or by dealers who make markets in such securities. Pricing services consider yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices. Investments in open-end mutual funds, are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. For example, when developments occur between the close of a market and the close of the NYSE that may materially affect the value of some or all of the securities, or when trading in a security is halted, those securities may be fair valued. Factors used in the determination of fair value may include monitoring news to identify significant market or security specific events such as changes in the value of U.S. securities markets, reviewing developments in foreign markets and evaluating the performance of ADRs, futures contracts and exchange-traded funds. Because the fund's utilization of fair value pricing depends on market activity, the frequency with which fair value pricing is used can not be predicted and may be utilized to a significant extent. The value of securities used for NAV calculation under fair value pricing may differ from published prices for the same securities.

Foreign Currency. The fund uses 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.

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. 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 fund is 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. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The fund estimates the components of distributions received that may be considered return of capital

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Investment Transactions and Income - continued

distributions or capital gain distributions. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. 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 each fund in the trust.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent 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 the fund or are invested in a cross-section of other Fidelity funds, and are marked-to-market. Deferred amounts remain in the fund until distributed in accordance with the Plan.

Income Tax Information and Distributions to Shareholders. Each year, the fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements. Foreign taxes are provided for based on the fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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. In addition, the fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), market discount, capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investments and unrealized appreciation (depreciation) as of period end were as follows:

Unrealized appreciation

$ 603,013,208

Unrealized depreciation

(50,460,867)

Net unrealized appreciation (depreciation)

552,552,341

Cost for federal income tax purposes

$ 5,033,396,394

2. Operating Policies.

Repurchase Agreements. FMR has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. The fund may also invest directly with institutions in repurchase agreements. Repurchase agreements are collateralized by government or non-government securities. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Restricted Securities. The fund 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 at the end of the fund's Schedule of Investments.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $4,836,153,068 and $5,104,460,327, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the fund's average net assets and a group fee rate that averaged .27% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .57% of the fund's average net assets.

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the fund and providing shareholder support services. For the period, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.25%

397,676

28,838

Class T

.25%

.25%

270

265

Class B

.75%

.25%

679

642

Class C

.75%

.25%

538

538

$ 399,163

$ 30,283

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, 1.00% to .50% for certain purchases of Class A shares (.25% prior to February 24, 2006) and .25% for certain purchases of Class T shares. Class A shares purchased through the Fidelity Systematic Investment Plans are not subject to these front-end and contingent deferred sales charges.

For the period, sales charge amounts retained by FDC were as follows:

Retained
by FDC

Class A

581

Class T

7

Class B *

-

Class C *

-

$ 588

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class. FSC receives account fees and asset-based fees that vary according to account size and type of account of the shareholders of the respective classes of the fund. FSC does not receive a fee for Class O Destiny Plan accounts. In addition, FSC pays for typesetting, printing, and mailing of shareholder reports, except proxy statements. For the period, the total transfer agent fees paid by each class to FSC were as follows:

Amount

% of
Average
Net Assets

Class O

$ 75,977

.00*

Class A

321,072

.20 *

Class T

119

.22 *

Class B

202

.30 *

Class C

104

.19 *

Institutional Class

93

.17 *

$ 397,567

* Annualized

Accounting and Security Lending Fees. FSC maintains the fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Affiliated Central Funds. The fund may invest in Money Market Central Funds which seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

The Money Market Central Funds do not pay a management fee.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions. 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 $88,475 for the period.

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $4.2 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 fund has agreed to pay commitment fees on its pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit.

6. Security Lending.

The fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the 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 fund and any additional required collateral is delivered to the fund 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. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from affiliated central funds. Net income from lending portfolio securities during the period amounted to $695,648.

7. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of the fund's Class O and Class A operating expenses. During the period, this reimbursement reduced expenses as follows:

Reimbursement
from adviser

Class O

7,022

Class A

478

$ 7,500

Many of the brokers with whom FMR places trades on behalf of the fund provided services to the fund in addition to trade execution. These services included payments of certain expenses on behalf of the fund totaling $1,959,826 for the period. In addition, through arrangements with the fund's custodian and each class' transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody expenses by $3,915. During the period, credits reduced each class' transfer agent expense as noted in the table below.

Transfer Agent
expense reduction

Class O

$ 701

8. Other.

The fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the fund. In the normal course of business, the fund may also enter into contracts that provide general indemnifications. The fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the fund. The risk of material loss from such claims is considered remote.

Semiannual Report

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended March 31,
2006

Year ended
September 30,
2005

From net investment income

Class O

$ 51,786,020

$ 74,292,069

Class A

1,889,151

2,031,470

Class T

741

-

Class B

620

-

Class C

496

-

Institutional Class

977

-

Total

$ 53,678,005

$ 76,323,539

From net realized gain

Class O

$ 78,085,736

$ -

Class A

4,985,069

-

Class T

1,675

-

Class B

2,032

-

Class C

1,682

-

Institutional Class

1,642

-

Total

$ 83,077,836

$ -

10. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended
March 31,
2006

Year ended
September 30,
2005 A

Six months ended
March 31,
2006

Year ended
September 30,
2005 A

Class O

Shares sold

10,144,591

24,435,956

$ 123,419,088

$ 277,483,378

Reinvestment of distributions

10,289,971

5,981,021

123,685,010

69,670,688

Shares redeemed

(31,276,417)

(66,463,101)

(381,508,420)

(756,086,897)

Net increase (decrease)

(10,841,855)

(36,046,124)

$ (134,404,322)

$ (408,932,831)

Class A

Shares sold

3,258,192

7,215,759

$ 38,830,554

$ 80,409,418

Reinvestment of distributions

570,553

168,925

6,738,236

1,935,076

Shares redeemed

(1,304,776)

(2,227,995)

(15,618,067)

(24,847,672)

Net increase (decrease)

2,523,969

5,156,689

$ 29,950,723

$ 57,496,822

Class T

Shares sold

618

8,818

$ 7,524

$ 100,000

Reinvestment of distributions

205

-

2,416

-

Net increase (decrease)

823

8,818

$ 9,940

$ 100,000

Class B

Shares sold

4,123

10,123

$ 50,316

$ 115,009

Reinvestment of distributions

225

-

2,652

-

Shares redeemed

(26)

-

(319)

-

Net increase (decrease)

4,322

10,123

$ 52,649

$ 115,009

Class C

Shares sold

2,167

8,823

$ 26,980

$ 100,058

Reinvestment of distributions

185

-

2,178

-

Net increase (decrease)

2,352

8,823

$ 29,158

$ 100,058

Institutional Class

Shares sold

-

8,643

$ -

$ 100,000

Reinvestment of distributions

218

-

2,619

-

Net increase (decrease)

218

8,643

$ 2,619

$ 100,000

A Share transactions for Class T, B, C and Institutional Class are for the period July 12, 2005 (commencement of sale of shares) to September 30, 2005.

Semiannual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on October 26, 2005. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To amend the Declaration of Trust to allow the Board of Trustees,
if permitted by applicable law, to authorize fund mergers without shareholder approval. A

# of
Votes

% of
Votes

Affirmative

6,208,382,690.71

76.063%

Against

1,724,200,246.58

21.124%

Abstain

229,323,062.04

2.810%

Broker Non-Votes

288,938.96

0.004%

TOTAL

8,162,194,938.29

100.000%

PROPOSAL 2

To elect a Board of Trustees. A

# of
Votes

% of
Votes

Dennis J. Dirks

Affirmative

7,841,421,406.70

96.070%

Withheld

320,773,531.59

3.930%

TOTAL

8,162,194,938.29

100.000%

Albert R. Gamper, Jr. B

Affirmative

7,828,620,938.56

95.913%

Withheld

333,573,999.73

4.087%

TOTAL

8,162,194,938.29

100.000%

Robert M. Gates

Affirmative

7,698,226,995.74

94.316%

Withheld

463,967,942.55

5.684%

TOTAL

8,162,194,938.29

100.000%

George H. Heilmeier

Affirmative

7,718,888,655.41

94.569%

Withheld

443,306,282.88

5.431%

TOTAL

8,162,194,938.29

100.000%

Abigail P. Johnson

Affirmative

7,673,911,405.84

94.018%

Withheld

488,283,532.45

5.982%

TOTAL

8,162,194,938.29

100.000%

Edward C. Johnson 3d

Affirmative

7,663,368,736.50

93.889%

Withheld

498,826,201.79

6.111%

TOTAL

8,162,194,938.29

100.000%

Stephen P. Jonas

Affirmative

7,691,649,604.32

94.235%

Withheld

470,545,333.97

5.765%

TOTAL

8,162,194,938.29

100.000%

Marie L. Knowles

Affirmative

7,715,176,904.55

94.523%

Withheld

447,018,033.74

5.477%

TOTAL

8,162,194,938.29

100.000%

# of
Votes

% of
Votes

Ned C. Lautenbach

Affirmative

7,724,450,005.27

94.637%

Withheld

437,744,933.02

5.363%

TOTAL

8,162,194,938.29

100.000%

Marvin L. Mann

Affirmative

7,705,305,152.88

94.402%

Withheld

456,889,785.41

5.598%

TOTAL

8,162,194,938.29

100.000%

William O. McCoy

Affirmative

7,694,658,613.44

94.272%

Withheld

467,536,324.85

5.728%

TOTAL

8,162,194,938.29

100.000%

Robert L. Reynolds

Affirmative

7,712,454,548.18

94.490%

Withheld

449,740,390.11

5.510%

TOTAL

8,162,194,938.29

100.000%

Cornelia M. Small

Affirmative

7,719,750,543.37

94.579%

Withheld

442,444,394.92

5.421%

TOTAL

8,162,194,938.29

100.000%

William S. Stavropoulos

Affirmative

7,721,337,234.05

94.599%

Withheld

440,857,704.24

5.401%

TOTAL

8,162,194,938.29

100.000%

Kenneth L. Wolfe

Affirmative

7,720,752,910.62

94.592%

Withheld

441,442,027.67

5.408%

TOTAL

8,162,194,938.29

100.000%

A Denotes trust-wide proposals and voting results.

B Effective on or about January 1, 2006.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Destiny II

On January 19, 2006, the Board of Trustees, including the Independent Trustees (together, the Board), voted to approve a general research services agreement (the Agreement) between FMR, FMR Co., Inc. (FMRC), Fidelity Investments Money Management, Inc. (FIMM), and Fidelity Research & Analysis Company (FRAC) (together, the Investment Advisers) for the fund, effective January 20, 2006, pursuant to which FRAC may provide general research and investment advisory support services to FMRC and FIMM. The Board considered that it has approved previously various sub-advisory agreements for the fund with affiliates of FMR that allow FMR to obtain research, non-discretionary advice, or discretionary portfolio management at no additional expense to the fund. The Board, assisted by the advice of fund counsel and independent Trustees' counsel, considered a broad range of information and determined that it would be beneficial for the fund to access the research and investment advisory support services supplied by FRAC at no additional expense to the fund.

The Board reached this determination in part because the new arrangement will involve no changes in (i) the contractual terms of and fees payable under the fund's management contract or sub-advisory agreements; (ii) the investment process or strategies employed in the management of the fund's assets; (iii) the nature or level of services provided under the fund's management contract or sub-advisory agreements; (iv) the day-to-day management of the fund or the persons primarily responsible for such management; or (v) the ultimate control or beneficial ownership of FMR, FMRC, or FIMM. The Board also considered that the establishment of the Agreement would not necessitate prior shareholder approval of the Agreement or result in an assignment and termination of the fund's management contract or sub-advisory agreements under the Investment Company Act of 1940.

Because the Board was approving an arrangement with FRAC under which the fund will not bear any additional management fees or expenses and under which the fund's portfolio manager would not change, it did not consider the fund's investment performance, competitiveness of management fee and total expenses, costs of services and profitability, or economies of scale to be significant factors in its decision.

In connection with its future renewal of the fund's management contract and sub-advisory agreements, the Board will consider: (i) the nature, extent, and quality of services provided to the fund, including shareholder and administrative services and investment performance; (ii) the competitiveness of the fund's management fee and total expenses; (iii) the costs of the services and profitability, including the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering, and servicing the fund and its shareholders; and (iv) whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies.

Based on its evaluation of all of the conclusions noted above, and after considering all material factors, the Board ultimately concluded that the fund's Agreement is fair and reasonable, and that the fund's Agreement should be approved.

Semiannual Report

Semiannual Report

Fidelity
Destiny Portfolios:
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 Research & Analysis Company
(formerly Fidelity Management & Research (Far East) Inc.)
Fidelity Investments Japan Limited
Fidelity International Investment Advisers
Fidelity International Investment Advisers (U.K.) Limited

GENERAL DISTRIBUTOR

Fidelity Distributors Corporation
Boston, MA

TRANSFER AND SERVICE AGENT

Fidelity Service Company, Inc.
Boston, MA

CUSTODIAN

State Street Bank and Trust Company
Boston, MA

DESIIO-USAN-0506

1.791868.102



Fidelity Advisor

Destiny II Fund

Class A, Class T, Class B and Class C

Semiannual Report

March 31, 2006

(2_fidelity_logos) (Registered_Trademark)

Class A, Class T, Class B,
and Class C are classes
of Destiny® II

Contents

Semiannual Report

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

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.

Proxy Voting Results

<Click Here>

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://www.advisor.fidelity.com.

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including Destiny Plan Creation and Sales Charges on purchases of Class O and certain purchases of Class A, sales charges (loads) on purchase payments or redemption proceeds and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (October 1, 2005 to March 31, 2006).

Actual Expenses

The first line of the table below for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Beginning
Account Value
October 1, 2005

Ending
Account Value
March 31, 2006

Expenses Paid
During Period *
October 1, 2005
to March 31, 2006

Class O

Actual

$ 1,000.00

$ 1,097.80

$ 3.19

HypotheticalA

$ 1,000.00

$ 1,021.89

$ 3.07

Class A

Actual

$ 1,000.00

$ 1,095.80

$ 5.54

HypotheticalA

$ 1,000.00

$ 1,019.65

$ 5.34

Class T

Actual

$ 1,000.00

$ 1,093.50

$ 6.94

HypotheticalA

$ 1,000.00

$ 1,018.30

$ 6.69

Class B

Actual

$ 1,000.00

$ 1,090.40

$ 9.90

HypotheticalA

$ 1,000.00

$ 1,015.46

$ 9.55

Class C

Actual

$ 1,000.00

$ 1,091.00

$ 9.38

HypotheticalA

$ 1,000.00

$ 1,015.96

$ 9.05

Institutional Class

Actual

$ 1,000.00

$ 1,096.70

$ 4.08

HypotheticalA

$ 1,000.00

$ 1,021.04

$ 3.93

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

Annualized
Expense Ratio

Class O

.61%

Class A

1.06%

Class T

1.33%

Class B

1.90%

Class C

1.80%

Institutional Class

.78%

Semiannual Report

Investment Changes

Top Ten Equity Holdings

as of March 31, 2006

as of September 30, 2005

American International Group, Inc.

American International Group, Inc.

General Electric Co.

Microsoft Corp.

Johnson & Johnson

General Electric Co.

Microsoft Corp.

Altria Group, Inc.

Altria Group, Inc.

UnitedHealth Group, Inc.

SLM Corp.

SLM Corp.

CIENA Corp.

Roche Holding AG (participation certificate)

Wyeth

CIENA Corp.

UnitedHealth Group, Inc.

The Coca-Cola Co.

Honeywell International, Inc.

SBC Communications, Inc.

Top Five Market Sectors

as of March 31, 2006

% of fund's net assets

as of September 30, 2005

% of fund's net assets

Health Care

25.3

Information Technology

18.0

Information Technology

16.7

Health Care

17.9

Financials

15.7

Consumer Discretionary

14.7

Industrials

11.8

Financials

12.8

Consumer Staples

9.1

Consumer Staples

11.0

Asset Allocation (% of fund's net assets)

As of March 31, 2006 *

As of September 30, 2005 **

Stocks 92.1%

Stocks 92.8%

Convertible
Securities 0.4%

Convertible
Securities 0.4%

Short-Term Investments and
Net Other Assets 7.5%

Short-Term Investments and
Net Other Assets 6.8%

* Foreign investments

11.7%

** Foreign investments

13.3%



Semiannual Report

Investments March 31, 2006 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 92.1%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 6.9%

Auto Components - 0.3%

Gentex Corp.

816,487

$ 14,255,863

Automobiles - 0.7%

Ford Motor Co.

1,227,300

9,769,308

General Motors Corp. (d)

1,334,800

28,391,196

38,160,504

Hotels, Restaurants & Leisure - 1.3%

Boyd Gaming Corp.

427,665

21,357,590

Domino's Pizza, Inc.

1,031,200

29,440,760

WMS Industries, Inc. (a)

661,300

19,905,130

70,703,480

Leisure Equipment & Products - 0.5%

Marvel Entertainment, Inc. (a)

1,398,100

28,129,772

Media - 1.9%

Clear Channel Communications, Inc.

35,000

1,015,350

DreamWorks Animation SKG, Inc. Class A (a)

1,938,700

51,278,615

Getty Images, Inc. (a)

30,000

2,246,400

News Corp. Class B

86,100

1,511,916

Omnicom Group, Inc.

107,500

8,949,375

Pixar (a)

628,546

40,314,940

Viacom, Inc. Class A (a)

22,100

856,596

106,173,192

Specialty Retail - 2.2%

Best Buy Co., Inc.

21,500

1,202,495

Gamestop Corp.:

Class A (a)(d)

666,951

31,440,070

Class B (a)

974,300

42,206,676

Staples, Inc.

1,261,850

32,202,412

The Game Group PLC

11,719,089

16,540,725

123,592,378

TOTAL CONSUMER DISCRETIONARY

381,015,189

CONSUMER STAPLES - 9.1%

Beverages - 1.0%

Coca-Cola Enterprises, Inc.

816,600

16,609,644

The Coca-Cola Co.

877,800

36,753,486

53,363,130

Food & Staples Retailing - 1.8%

CVS Corp.

1,816,200

54,249,894

Wal-Mart Stores, Inc.

980,300

46,309,372

100,559,266

Food Products - 1.6%

Nestle SA:

(Reg.)

85,370

25,339,922

sponsored ADR

899,800

65,145,520

90,485,442

Household Products - 1.0%

Colgate-Palmolive Co.

947,700

54,113,670

Shares

Value (Note 1)

Tobacco - 3.7%

Altria Group, Inc.

2,852,700

$ 202,142,322

TOTAL CONSUMER STAPLES

500,663,830

ENERGY - 1.7%

Energy Equipment & Services - 0.0%

Diamond Offshore Drilling, Inc.

5,300

474,350

Halliburton Co.

12,900

941,958

1,416,308

Oil, Gas & Consumable Fuels - 1.7%

BP PLC sponsored ADR

100,000

6,894,000

Chevron Corp.

580,800

33,668,976

EOG Resources, Inc.

301,400

21,700,800

Total SA sponsored ADR

86,100

11,341,953

Ultra Petroleum Corp. (a)

344,500

21,465,795

95,071,524

TOTAL ENERGY

96,487,832

FINANCIALS - 15.7%

Capital Markets - 0.0%

Northern Trust Corp.

21,500

1,128,750

Commercial Banks - 2.3%

Bank of America Corp.

1,438,900

65,527,506

Boston Private Financial Holdings, Inc.

24,869

840,324

Uniao de Bancos Brasileiros SA (Unibanco) unit

1,634,200

23,825,790

Wachovia Corp.

641,100

35,933,655

126,127,275

Consumer Finance - 3.4%

SLM Corp.

3,561,818

185,000,827

Insurance - 10.0%

ACE Ltd.

940,318

48,905,939

AFLAC, Inc.

1,161,320

52,410,372

American International Group, Inc.

6,148,200

406,334,536

Aspen Insurance Holdings Ltd.

71,900

1,773,054

Platinum Underwriters Holdings Ltd.

111,200

3,235,920

The St. Paul Travelers Companies, Inc.

988,400

41,305,236

553,965,057

TOTAL FINANCIALS

866,221,909

HEALTH CARE - 25.3%

Biotechnology - 3.4%

Amgen, Inc. (a)

206,700

15,037,425

Biogen Idec, Inc. (a)

386,200

18,190,020

Cephalon, Inc. (a)(d)

129,600

7,808,400

Charles River Laboratories International, Inc. (a)

1,872,800

91,804,656

Gilead Sciences, Inc. (a)

603,100

37,524,882

Common Stocks - continued

Shares

Value (Note 1)

HEALTH CARE - continued

Biotechnology - continued

ICOS Corp. (a)

172,100

$ 3,794,805

Invitrogen Corp. (a)

242,900

17,034,577

191,194,765

Health Care Equipment & Supplies - 2.4%

Boston Scientific Corp. (a)

1,939,100

44,696,255

C.R. Bard, Inc.

514,300

34,874,683

Inverness Medical Innovations, Inc. (a)

264,200

7,590,466

Phonak Holding AG

258,517

14,712,350

Straumann Holding AG

43,049

9,806,376

Syneron Medical Ltd. (a)(d)

699,800

20,441,158

132,121,288

Health Care Providers & Services - 5.3%

Aetna, Inc.

429,900

21,125,286

Cardinal Health, Inc.

624,300

46,522,836

Humana, Inc. (a)

1,122,500

59,099,625

UnitedHealth Group, Inc.

2,940,480

164,255,213

291,002,960

Pharmaceuticals - 14.2%

Allergan, Inc.

193,700

21,016,450

Barr Pharmaceuticals, Inc. (a)

891,300

56,134,074

Cipla Ltd.

3,539,066

52,668,459

Johnson & Johnson

4,090,600

242,245,332

Novartis AG sponsored ADR

622,900

34,533,576

Pfizer, Inc.

2,411,100

60,084,612

Roche Holding AG (participation certificate)

705,358

105,008,428

Teva Pharmaceutical Industries Ltd. sponsored ADR

688,597

28,356,424

Wyeth

3,789,200

183,851,984

783,899,339

TOTAL HEALTH CARE

1,398,218,352

INDUSTRIALS - 11.8%

Aerospace & Defense - 3.8%

General Dynamics Corp.

818,200

52,348,436

Honeywell International, Inc.

2,971,600

127,095,332

Raytheon Co.

645,900

29,608,056

209,051,824

Commercial Services & Supplies - 0.2%

Monster Worldwide, Inc. (a)

8,600

428,796

Tele Atlas NV (a)

495,100

11,284,823

11,713,619

Industrial Conglomerates - 7.3%

3M Co.

99,000

7,493,310

General Electric Co.

8,824,800

306,926,544

Tyco International Ltd.

3,223,646

86,651,604

401,071,458

Shares

Value (Note 1)

Machinery - 0.5%

Toro Co.

559,300

$ 26,706,575

TOTAL INDUSTRIALS

648,543,476

INFORMATION TECHNOLOGY - 16.3%

Communications Equipment - 5.9%

Alcatel SA sponsored ADR (a)(d)

1,248,800

19,231,520

CIENA Corp. (a)(e)

35,310,400

183,967,184

Corning, Inc. (a)

1,009,900

27,176,409

CSR PLC (a)

968,600

20,191,242

Finisar Corp. (a)(d)

5,239,500

25,935,525

Harris Corp.

193,700

9,160,073

NMS Communications Corp. (a)

2,270,554

8,559,989

Sandvine Corp. (f)

605,600

1,178,260

Sonus Networks, Inc. (a)

3,681,889

20,176,752

Sycamore Networks, Inc. (a)

2,064,600

9,703,620

325,280,574

Computers & Peripherals - 1.1%

EMC Corp. (a)

2,621,900

35,736,497

NCR Corp. (a)

509,000

21,271,110

Sun Microsystems, Inc. (a)

495,200

2,540,376

59,547,983

Electronic Equipment & Instruments - 0.0%

Universal Display Corp. (a)

155,403

2,234,695

IT Services - 0.0%

NCI, Inc. Class A

138,397

1,937,558

Semiconductors & Semiconductor Equipment - 2.7%

Applied Micro Circuits Corp. (a)

9,905,298

40,314,563

ARM Holdings PLC sponsored ADR

387,400

2,669,186

ASML Holding NV (NY Shares) (a)

6,100

124,257

ATI Technologies, Inc. (a)

3,665,800

62,981,141

Exar Corp. (a)

648,643

9,262,622

Integrated Device Technology, Inc. (a)

676,200

10,048,332

Linear Technology Corp.

236,800

8,306,944

Mindspeed Technologies, Inc. (a)(d)

186,358

741,705

PMC-Sierra, Inc. (a)

1,118,750

13,749,438

Teradyne, Inc. (a)

62,900

975,579

Trident Microsystems, Inc. (a)

34,500

1,002,570

150,176,337

Software - 6.6%

Activision, Inc. (a)

3,788,400

52,242,036

Cadence Design Systems, Inc. (a)

1,119,400

20,697,706

Electronic Arts, Inc. (a)

172,200

9,422,784

Microsoft Corp.

8,589,946

233,732,431

NDS Group PLC sponsored ADR (a)

296,200

15,411,286

Nintendo Co. Ltd.

193,700

28,960,795

THQ, Inc. (a)

85,994

2,226,385

362,693,423

TOTAL INFORMATION TECHNOLOGY

901,870,570

Common Stocks - continued

Shares

Value (Note 1)

MATERIALS - 0.4%

Metals & Mining - 0.4%

Alcoa, Inc.

645,900

$ 19,738,704

TELECOMMUNICATION SERVICES - 4.9%

Diversified Telecommunication Services - 3.1%

AT&T, Inc.

1,850,100

50,026,704

Qwest Communications International, Inc. (a)

2,562,000

17,421,600

Verizon Communications, Inc.

3,030,100

103,205,206

170,653,510

Wireless Telecommunication Services - 1.8%

Sprint Nextel Corp.

3,939,900

101,807,016

TOTAL TELECOMMUNICATION SERVICES

272,460,526

TOTAL COMMON STOCKS

(Cost $4,516,465,295)

5,085,220,388

Preferred Stocks - 0.0%

Convertible Preferred Stocks - 0.0%

INFORMATION TECHNOLOGY - 0.0%

Communications Equipment - 0.0%

Chorum Technologies, Inc. Series E (g)

27,000

0

Nonconvertible Preferred Stocks - 0.0%

HEALTH CARE - 0.0%

Biotechnology - 0.0%

GeneProt, Inc. Series A (g)
(Cost $1,793,525)

255,000

255

Convertible Bonds - 0.4%

Principal Amount

INFORMATION TECHNOLOGY - 0.4%

Communications Equipment - 0.4%

CIENA Corp. 3.75% 2/1/08

$ 22,990,000

21,897,975

TOTAL CONVERTIBLE BONDS

(Cost $21,776,015)

21,897,975

Money Market Funds - 8.6%

Shares

Fidelity Cash Central Fund, 4.77% (b)

393,245,817

393,245,817

Fidelity Securities Lending Cash Central Fund, 4.81% (b)(c)

81,450,300

81,450,300

TOTAL MONEY MARKET FUNDS

(Cost $474,696,117)

474,696,117

Cash Equivalents - 0.1%

Maturity
Amount

Value
(Note 1)

Investments in repurchase agreements (Collateralized by U.S. Treasury Obligations, in a joint trading account at 4.52%, dated 3/31/06 due 4/3/06)
(Cost $4,134,000)

$ 4,135,556

$ 4,134,000

TOTAL INVESTMENT PORTFOLIO - 101.2%

(Cost $5,018,864,952)

5,585,948,735

NET OTHER ASSETS - (1.2)%

(66,141,670)

NET ASSETS - 100%

$ 5,519,807,065

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

(e) Affiliated company

(f) 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 $1,178,260 or 0.0% of net assets.

(g) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $255 or 0.0% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Chorum Technologies, Inc. Series E

9/19/00

$ 405,050

GeneProt, Inc. Series A

7/7/00

$ 1,388,475

Affiliated Central Funds

Information regarding fiscal year to date income earned by the fund from the affiliated Central funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 7,750,960

Fidelity Securities Lending Cash Central Fund

695,648

Total

$ 8,446,608

Other Affiliated Issuers

An affiliated company is a company in which the fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliates

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

CIENA Corp.

$ 103,046,328

$ -

$ 17,914,044

$ -

$ 183,967,184

Finisar Corp.

26,351,402

-

46,602,037

-

-

GameStop Corp. Class A

59,021,985

34,551,505

74,958,757

-

-

Totals

$ 188,419,715

$ 34,551,505

$ 139,474,838

$ -

$ 183,967,184

Other Information

Distribution of investments by country of issue, as a percentage of total net assets, is as follows:

United States of America

88.3%

Switzerland

4.6%

Canada

1.5%

United Kingdom

1.1%

Bermuda

1.0%

India

1.0%

Others (individually less than 1%)

2.5%

100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

March 31, 2006 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $79,005,815 and repurchase agreements of $4,134,000) - See accompanying schedule:

Unaffiliated issuers (cost $4,456,856,775)

$ 4,927,285,434

Affiliated Central Funds (cost $474,696,117)

474,696,117

Other affiliated issuers (cost $87,312,060)

183,967,184

Total Investments (cost $5,018,864,952)

$ 5,585,948,735

Cash

439

Foreign currency held at value (cost $53,668)

53,670

Receivable for investments sold

82,491,389

Receivable for fund shares sold

178,356

Dividends receivable

8,328,981

Interest receivable

1,558,318

Prepaid expenses

18,020

Receivable from investment adviser for expense reductions

7,500

Other affiliated receivables

51,455

Other receivables

488,120

Total assets

5,679,124,983

Liabilities

Payable for investments purchased

$ 69,625,255

Payable for fund shares redeemed

2,391,341

Accrued management fee

2,609,725

Distribution fees payable

72,056

Other affiliated payables

349,414

Other payables and accrued expenses

2,819,828

Collateral on securities loaned, at value

81,450,299

Total liabilities

159,317,918

Net Assets

$ 5,519,807,065

Net Assets consist of:

Paid in capital

$ 4,724,267,952

Undistributed net investment income

20,933,389

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

210,098,766

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

564,506,958

Net Assets

$ 5,519,807,065

Statement of Assets and Liabilities - continued

March 31, 2006 (Unaudited)

Class O:

Net Asset Value, offering price and redemption price per share ($5,173,143,845 ÷ 406,093,400 shares)

$ 12.74

Class A:
Net Asset Value and redemption price per share ($346,111,677 ÷ 27,698,300 shares)

$ 12.50

Maximum offering price per share (100/94.25 of $12.50)

$ 13.26

Class T:
Net Asset Value and redemption price per share ($120,095 ÷ 9,641 shares)

$ 12.46

Maximum offering price per share (100/96.50 of $12.46)

$ 12.91

Class B:
Net Asset Value and offering price per share ($179,567 ÷ 14,445 shares) A

$ 12.43

Class C:
Net Asset Value and offering price per share ($139,037 ÷ 11,175 shares) A

$ 12.44

Institutional Class:
Net Asset Value, offering price and redemption price per share ($112,844 ÷ 8,860.9 shares)

$ 12.74

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended March 31, 2006 (Unaudited)

Investment Income

Dividends

$ 34,996,225

Interest

781,124

Income from affiliated Central Funds

8,446,608

Total income

44,223,957

Expenses

Management fee

$ 15,223,182

Transfer agent fees

397,567

Distribution fees

399,163

Accounting and security lending fees

616,830

Independent trustees' compensation

10,887

Appreciation in deferred trustee compensation account

5,700

Custodian fees and expenses

177,807

Registration fees

21,292

Audit

45,115

Legal

32,437

Miscellaneous

235,433

Total expenses before reductions

17,165,413

Expense reductions

(1,971,942)

15,193,471

Net investment income (loss)

29,030,486

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers (net of foreign taxes of $21,806)

217,393,022

Other affiliated issuers

16,011,689

Foreign currency transactions

244,243

Total net realized gain (loss)

233,648,954

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $1,754,964)

238,416,200

Assets and liabilities in foreign currencies

8,508

Total change in net unrealized appreciation (depreciation)

238,424,708

Net gain (loss)

472,073,662

Net increase (decrease) in net assets resulting from operations

$ 501,104,148

Statement of Changes in Net Assets

Six months ended
March 31, 2006
(Unaudited)

Year ended
September 30,
2005

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 29,030,486

$ 86,867,132

Net realized gain (loss)

233,648,954

291,018,936

Change in net unrealized appreciation (depreciation)

238,424,708

94,894,260

Net increase (decrease) in net assets resulting from operations

501,104,148

472,780,328

Distributions to shareholders from net investment income

(53,678,005)

(76,323,539)

Distributions to shareholders from net realized gain

(83,077,836)

-

Total distributions

(136,755,841)

(76,323,539)

Share transactions - net increase (decrease)

(104,359,233)

(351,020,942)

Total increase (decrease) in net assets

259,989,074

45,435,847

Net Assets

Beginning of period

5,259,817,991

5,214,382,144

End of period (including undistributed net investment income of $20,933,389 and undistributed net investment income of $48,576,995, respectively)

$ 5,519,807,065

$ 5,259,817,991

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

Semiannual Report

Financial Highlights - Class O

Six months ended
March 31, 2006

Years ended September 30,

(Unaudited)

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 11.91

$ 11.03

$ 10.02

$ 8.40

$ 10.14

$ 16.13

Income from Investment Operations

Net investment income (loss) E

.07

.19 F

.12

.08

.09

.08

Net realized and unrealized gain (loss)

1.08

.86

.97

1.63

(1.73)

(4.19)

Total from investment operations

1.15

1.05

1.09

1.71

(1.64)

(4.11)

Distributions from net investment income

(.13)

(.17)

(.08)

(.09)

(.10)

(.08)

Distributions from net realized gain

(.19)

-

-

-

-

(1.80)

Total distributions

(.32)

(.17)

(.08)

(.09)

(.10)

(1.88)

Net asset value, end of period

$ 12.74

$ 11.91

$ 11.03

$ 10.02

$ 8.40

$ 10.14

Total Return B, C, D

9.78%

9.51%

10.91%

20.45%

(16.39)%

(27.64)%

Ratios to Average Net Assets G

Expenses before reductions

.61% A

.62%

.61%

.62%

.61%

.60%

Expenses net of fee waivers, if any

.61% A

.62%

.61%

.62%

.61%

.60%

Expenses net of all reductions

.54% A

.51%

.55%

.50%

.43%

.55%

Net investment income (loss)

1.11% A

1.68% F

1.13%

.88%

.86%

.67%

Supplemental Data

Net assets, end of period (000 omitted)

$ 5,173,144

$ 4,965,789

$ 4,998,159

$ 4,633,668

$ 3,811,815

$ 4,523,725

Portfolio turnover rate

193% A

244%

212%

349%

326%

196%

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 Investment income per share reflects a special dividend which amounted to $.05 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been 1.28%. 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 fee 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.

Financial Highlights - Class A

Six months ended
March 31, 2006

Years ended September 30,

(Unaudited)

2005 J

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 11.66

$ 10.80

$ 9.81

$ 8.25

$ 9.97

$ 15.94

Income from Investment Operations

Net investment income (loss) F

.04

.13 G

.04

- I

- I

(.03)

Net realized and unrealized gain (loss)

1.06

.83

.96

1.59

(1.70)

(4.14)

Total from investment operations

1.10

.96

1.00

1.59

(1.70)

(4.17)

Distributions from net investment income

(.07)

(.10)

(.01)

(.03)

(.02)

-

Distributions from net realized gain

(.19)

-

-

-

-

(1.80)

Total distributions

(.26)

(.10)

(.01)

(.03)

(.02)

(1.80)

Net asset value, end of period

$ 12.50

$ 11.66

$ 10.80

$ 9.81

$ 8.25

$ 9.97

Total Return B, C, D, E

9.58%

8.86%

10.20%

19.30%

(17.10)%

(28.32)%

Ratios to Average Net Assets H

Expenses before reductions

1.06% A

1.17%

1.34%

1.49%

1.48%

1.50%

Expenses net of fee waivers, if any

1.06% A

1.17%

1.34%

1.49%

1.48%

1.50%

Expenses net of all reductions

.99% A

1.06%

1.27%

1.37%

1.30%

1.44%

Net investment income (loss)

.66% A

1.14% G

.40%

-%

(.01)%

(.23)%

Supplemental Data

Net assets, end of period (000 omitted)

$ 346,111

$ 293,602

$ 216,223

$ 137,691

$ 65,844

$ 38,389

Portfolio turnover rate

193% A

244%

212%

349%

326%

196%

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 Total returns do not include the effect of the sales charges. F Calculated based on average shares outstanding during the period. G Investment income per share reflects a special dividend which amounted to $.04 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .74%. H 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 fee 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. I Amount represents less than $.01 per share. J Class N was renamed Class A on July 12, 2005.

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

Semiannual Report

Financial Highlights - Class T

Six months ended
March 31, 2006

Period ended
September 30,

(Unaudited)

2005 F

Selected Per-Share Data

Net asset value, beginning of period

$ 11.66

$ 11.34

Income from Investment Operations

Net investment income (loss) E

.02

.01

Net realized and unrealized gain (loss)

1.05

.31

Total from investment operations

1.07

.32

Distributions from net investment income

(.08)

-

Distributions from net realized gain

(.19)

-

Total distributions

(.27)

-

Net asset value, end of period

$ 12.46

$ 11.66

Total Return B, C, D

9.35%

2.82%

Ratios to Average Net Assets G

Expenses before reductions

1.33% A

1.33% A

Expenses net of fee waivers, if any

1.33% A

1.33% A

Expenses net of all reductions

1.25% A

1.21% A

Net investment income (loss)

.40% A

.19% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 120

$ 103

Portfolio turnover rate

193% A

244%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower had certain expenses not been reduced during the periods shown. D Total returns do not include the effect of the sales charges. E Calculated based on average shares outstanding during the period. F For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005. 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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee 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.

Financial Highlights - Class B

Six months ended
March 31, 2006

Period ended
September 30,

(Unaudited)

2005 F

Selected Per-Share Data

Net asset value, beginning of period

$ 11.64

$ 11.34

Income from Investment Operations

Net investment income (loss) E

(.01)

(.01)

Net realized and unrealized gain (loss)

1.05

.31

Total from investment operations

1.04

.30

Distributions from net investment income

(.06)

-

Distributions from net realized gain

(.19)

-

Total distributions

(.25)

-

Net asset value, end of period

$ 12.43

$ 11.64

Total Return B, C, D

9.04%

2.65%

Ratios to Average Net Assets G

Expenses before reductions

1.90% A

1.85% A

Expenses net of fee waivers, if any

1.90% A

1.85% A

Expenses net of all reductions

1.83% A

1.74% A

Net investment income (loss)

(.18)% A

(.32)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 180

$ 118

Portfolio turnover rate

193% A

244%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower had certain expenses not been reduced during the periods shown. D Total returns do not include the effect of the contingent deferred sales charge. E Calculated based on average shares outstanding during the period. F For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005. 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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee 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.

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

Semiannual Report

Financial Highlights - Class C

Six months ended
March 31, 2006

Period ended
September 30,

(Unaudited)

2005 F

Selected Per-Share Data

Net asset value, beginning of period

$ 11.64

$ 11.34

Income from Investment Operations

Net investment income (loss) E

- H

(.01)

Net realized and unrealized gain (loss)

1.05

.31

Total from investment operations

1.05

.30

Distributions from net investment income

(.06)

-

Distributions from net realized gain

(.19)

-

Total distributions

(.25)

-

Net asset value, end of period

$ 12.44

$ 11.64

Total Return B, C, D

9.10%

2.65%

Ratios to Average Net Assets G

Expenses before reductions

1.80% A

1.82% A

Expenses net of fee waivers, if any

1.80% A

1.82% A

Expenses net of all reductions

1.73% A

1.71% A

Net investment income (loss)

(.08)% A

(.30)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 139

$ 103

Portfolio turnover rate

193% A

244%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower had certain expenses not been reduced during the periods shown. D Total returns do not include the effect of the contingent deferred sales charge. E Calculated based on average shares outstanding during the period. F For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005. 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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee 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. H Amount represents less than $.01 per share.

Financial Highlights - Institutional Class

Six months ended
March 31, 2006

Period ended
September 30,

(Unaudited)

2005 E

Selected Per-Share Data

Net asset value, beginning of period

$ 11.91

$ 11.57

Income from Investment Operations

Net investment income (loss) D

.06

.02

Net realized and unrealized gain (loss)

1.07

.32

Total from investment operations

1.13

.34

Distributions from net investment income

(.11)

-

Distributions from net realized gain

(.19)

-

Total distributions

(.30)

-

Net asset value, end of period

$ 12.74

$ 11.91

Total Return B, C

9.67%

2.94%

Ratios to Average Net Assets F

Expenses before reductions

.78% A

.83% A

Expenses net of fee waivers, if any

.78% A

.83% A

Expenses net of all reductions

.71% A

.71% A

Net investment income (loss)

.94% A

.67% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 113

$ 103

Portfolio turnover rate

193% A

244%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower had certain expenses not been reduced during the periods shown. D Calculated based on average shares outstanding during the period. E For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005. F 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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee 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.

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

Semiannual Report

Notes to Financial Statements

For the period ended March 31, 2006 (Unaudited)

1. Significant Accounting Policies.

Destiny II (the fund) is a fund 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. The fund is authorized to issue an unlimited number of shares.

The fund offers six classes of shares, Class O, Class A, Class T, Class B, Class C, and Institutional Class, 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. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the fund, 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 the 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 Class O are only offered to the general public through Fidelity Systematic Investment Plans: Destiny Plans II: O, a unit investment trust. Shares of Class A are also offered to the general public through Fidelity Systematic Investment Plans: Destiny Plans II: N, a unit investment trust, as well as through intermediaries.

Fidelity intends to continue to offer contractual plans for sale, though pending federal legislation would prohibit future contractual plan sales. As drafted, this proposed legislation would not alter the rights of existing Destiny Planholders.

The fund may invest in affiliated money market central funds (Money Market Central Funds), which are open-end investment companies available to investment companies and other accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. 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 fund:

Security Valuation. Investments are valued and net asset value (NAV) per share is calculated (NAV calculation) as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time. Wherever possible, the fund uses independent pricing services approved by the Board of Trustees to value its investments.

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price. Debt securities, including restricted securities, for which quotations are readily available, are valued by independent pricing services or by dealers who make markets in such securities. Pricing services consider yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices. Investments in open-end mutual funds, are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. For example, when developments occur between the close of a market and the close of the NYSE that may materially affect the value of some or all of the securities, or when trading in a security is halted, those securities may be fair valued. Factors used in the determination of fair value may include monitoring news to identify significant market or security specific events such as changes in the value of U.S. securities markets, reviewing developments in foreign markets and evaluating the performance of ADRs, futures contracts and exchange-traded funds. Because the fund's utilization of fair value pricing depends on market activity, the frequency with which fair value pricing is used can not be predicted and may be utilized to a significant extent. The value of securities used for NAV calculation under fair value pricing may differ from published prices for the same securities.

Foreign Currency. The fund uses 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.

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. 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 fund is 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. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The fund estimates the components of distributions received that may be considered return of capital

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Investment Transactions and Income - continued

distributions or capital gain distributions. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. 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 each fund in the trust.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent 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 the fund or are invested in a cross-section of other Fidelity funds, and are marked-to-market. Deferred amounts remain in the fund until distributed in accordance with the Plan.

Income Tax Information and Distributions to Shareholders. Each year, the fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements. Foreign taxes are provided for based on the fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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. In addition, the fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), market discount, capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investments and unrealized appreciation (depreciation) as of period end were as follows:

Unrealized appreciation

$ 603,013,208

Unrealized depreciation

(50,460,867)

Net unrealized appreciation (depreciation)

552,552,341

Cost for federal income tax purposes

$ 5,033,396,394

2. Operating Policies.

Repurchase Agreements. FMR has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. The fund may also invest directly with institutions in repurchase agreements. Repurchase agreements are collateralized by government or non-government securities. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Restricted Securities. The fund 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 at the end of the fund's Schedule of Investments.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $4,836,153,068 and $5,104,460,327, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the fund's average net assets and a group fee rate that averaged .27% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .57% of the fund's average net assets.

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the fund and providing shareholder support services. For the period, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.25%

397,676

28,838

Class T

.25%

.25%

270

265

Class B

.75%

.25%

679

642

Class C

.75%

.25%

538

538

$ 399,163

$ 30,283

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, 1.00% to .50% for certain purchases of Class A shares (.25% prior to February 24, 2006) and .25% for certain purchases of Class T shares. Class A shares purchased through the Fidelity Systematic Investment Plans are not subject to these front-end and contingent deferred sales charges.

For the period, sales charge amounts retained by FDC were as follows:

Retained
by FDC

Class A

581

Class T

7

Class B *

-

Class C *

-

$ 588

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class. FSC receives account fees and asset-based fees that vary according to account size and type of account of the shareholders of the respective classes of the fund. FSC does not receive a fee for Class O Destiny Plan accounts. In addition, FSC pays for typesetting, printing, and mailing of shareholder reports, except proxy statements. For the period, the total transfer agent fees paid by each class to FSC were as follows:

Amount

% of
Average
Net Assets

Class O

$ 75,977

.00*

Class A

321,072

.20 *

Class T

119

.22 *

Class B

202

.30 *

Class C

104

.19 *

Institutional Class

93

.17 *

$ 397,567

* Annualized

Accounting and Security Lending Fees. FSC maintains the fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Affiliated Central Funds. The fund may invest in Money Market Central Funds which seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

The Money Market Central Funds do not pay a management fee.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions. 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 $88,475 for the period.

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $4.2 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 fund has agreed to pay commitment fees on its pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit.

6. Security Lending.

The fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the 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 fund and any additional required collateral is delivered to the fund 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. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from affiliated central funds. Net income from lending portfolio securities during the period amounted to $695,648.

7. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of the fund's Class O and Class A operating expenses. During the period, this reimbursement reduced expenses as follows:

Reimbursement
from adviser

Class O

7,022

Class A

478

$ 7,500

Many of the brokers with whom FMR places trades on behalf of the fund provided services to the fund in addition to trade execution. These services included payments of certain expenses on behalf of the fund totaling $1,959,826 for the period. In addition, through arrangements with the fund's custodian and each class' transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody expenses by $3,915. During the period, credits reduced each class' transfer agent expense as noted in the table below.

Transfer Agent
expense reduction

Class O

$ 701

8. Other.

The fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the fund. In the normal course of business, the fund may also enter into contracts that provide general indemnifications. The fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the fund. The risk of material loss from such claims is considered remote.

Semiannual Report

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended March 31,
2006

Year ended
September 30,
2005

From net investment income

Class O

$ 51,786,020

$ 74,292,069

Class A

1,889,151

2,031,470

Class T

741

-

Class B

620

-

Class C

496

-

Institutional Class

977

-

Total

$ 53,678,005

$ 76,323,539

From net realized gain

Class O

$ 78,085,736

$ -

Class A

4,985,069

-

Class T

1,675

-

Class B

2,032

-

Class C

1,682

-

Institutional Class

1,642

-

Total

$ 83,077,836

$ -

10. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended
March 31,
2006

Year ended
September 30,
2005 A

Six months ended
March 31,
2006

Year ended
September 30,
2005 A

Class O

Shares sold

10,144,591

24,435,956

$ 123,419,088

$ 277,483,378

Reinvestment of distributions

10,289,971

5,981,021

123,685,010

69,670,688

Shares redeemed

(31,276,417)

(66,463,101)

(381,508,420)

(756,086,897)

Net increase (decrease)

(10,841,855)

(36,046,124)

$ (134,404,322)

$ (408,932,831)

Class A

Shares sold

3,258,192

7,215,759

$ 38,830,554

$ 80,409,418

Reinvestment of distributions

570,553

168,925

6,738,236

1,935,076

Shares redeemed

(1,304,776)

(2,227,995)

(15,618,067)

(24,847,672)

Net increase (decrease)

2,523,969

5,156,689

$ 29,950,723

$ 57,496,822

Class T

Shares sold

618

8,818

$ 7,524

$ 100,000

Reinvestment of distributions

205

-

2,416

-

Net increase (decrease)

823

8,818

$ 9,940

$ 100,000

Class B

Shares sold

4,123

10,123

$ 50,316

$ 115,009

Reinvestment of distributions

225

-

2,652

-

Shares redeemed

(26)

-

(319)

-

Net increase (decrease)

4,322

10,123

$ 52,649

$ 115,009

Class C

Shares sold

2,167

8,823

$ 26,980

$ 100,058

Reinvestment of distributions

185

-

2,178

-

Net increase (decrease)

2,352

8,823

$ 29,158

$ 100,058

Institutional Class

Shares sold

-

8,643

$ -

$ 100,000

Reinvestment of distributions

218

-

2,619

-

Net increase (decrease)

218

8,643

$ 2,619

$ 100,000

A Share transactions for Class T, B, C and Institutional Class are for the period July 12, 2005 (commencement of sale of shares) to September 30, 2005.

Semiannual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on October 26, 2005. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To amend the Declaration of Trust to allow the Board of Trustees,
if permitted by applicable law, to authorize fund mergers without shareholder approval. A

# of
Votes

% of
Votes

Affirmative

6,208,382,690.71

76.063%

Against

1,724,200,246.58

21.124%

Abstain

229,323,062.04

2.810%

Broker Non-Votes

288,938.96

0.004%

TOTAL

8,162,194,938.29

100.000%

PROPOSAL 2

To elect a Board of Trustees. A

# of
Votes

% of
Votes

Dennis J. Dirks

Affirmative

7,841,421,406.70

96.070%

Withheld

320,773,531.59

3.930%

TOTAL

8,162,194,938.29

100.000%

Albert R. Gamper, Jr. B

Affirmative

7,828,620,938.56

95.913%

Withheld

333,573,999.73

4.087%

TOTAL

8,162,194,938.29

100.000%

Robert M. Gates

Affirmative

7,698,226,995.74

94.316%

Withheld

463,967,942.55

5.684%

TOTAL

8,162,194,938.29

100.000%

George H. Heilmeier

Affirmative

7,718,888,655.41

94.569%

Withheld

443,306,282.88

5.431%

TOTAL

8,162,194,938.29

100.000%

Abigail P. Johnson

Affirmative

7,673,911,405.84

94.018%

Withheld

488,283,532.45

5.982%

TOTAL

8,162,194,938.29

100.000%

Edward C. Johnson 3d

Affirmative

7,663,368,736.50

93.889%

Withheld

498,826,201.79

6.111%

TOTAL

8,162,194,938.29

100.000%

Stephen P. Jonas

Affirmative

7,691,649,604.32

94.235%

Withheld

470,545,333.97

5.765%

TOTAL

8,162,194,938.29

100.000%

Marie L. Knowles

Affirmative

7,715,176,904.55

94.523%

Withheld

447,018,033.74

5.477%

TOTAL

8,162,194,938.29

100.000%

# of
Votes

% of
Votes

Ned C. Lautenbach

Affirmative

7,724,450,005.27

94.637%

Withheld

437,744,933.02

5.363%

TOTAL

8,162,194,938.29

100.000%

Marvin L. Mann

Affirmative

7,705,305,152.88

94.402%

Withheld

456,889,785.41

5.598%

TOTAL

8,162,194,938.29

100.000%

William O. McCoy

Affirmative

7,694,658,613.44

94.272%

Withheld

467,536,324.85

5.728%

TOTAL

8,162,194,938.29

100.000%

Robert L. Reynolds

Affirmative

7,712,454,548.18

94.490%

Withheld

449,740,390.11

5.510%

TOTAL

8,162,194,938.29

100.000%

Cornelia M. Small

Affirmative

7,719,750,543.37

94.579%

Withheld

442,444,394.92

5.421%

TOTAL

8,162,194,938.29

100.000%

William S. Stavropoulos

Affirmative

7,721,337,234.05

94.599%

Withheld

440,857,704.24

5.401%

TOTAL

8,162,194,938.29

100.000%

Kenneth L. Wolfe

Affirmative

7,720,752,910.62

94.592%

Withheld

441,442,027.67

5.408%

TOTAL

8,162,194,938.29

100.000%

A Denotes trust-wide proposals and voting results.

B Effective on or about January 1, 2006.

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

Destiny II

On January 19, 2006, the Board of Trustees, including the Independent Trustees (together, the Board), voted to approve a general research services agreement (the Agreement) between FMR, FMR Co., Inc. (FMRC), Fidelity Investments Money Management, Inc. (FIMM), and Fidelity Research & Analysis Company (FRAC) (together, the Investment Advisers) for the fund, effective January 20, 2006, pursuant to which FRAC may provide general research and investment advisory support services to FMRC and FIMM. The Board considered that it has approved previously various sub-advisory agreements for the fund with affiliates of FMR that allow FMR to obtain research, non-discretionary advice, or discretionary portfolio management at no additional expense to the fund. The Board, assisted by the advice of fund counsel and independent Trustees' counsel, considered a broad range of information and determined that it would be beneficial for the fund to access the research and investment advisory support services supplied by FRAC at no additional expense to the fund.

The Board reached this determination in part because the new arrangement will involve no changes in (i) the contractual terms of and fees payable under the fund's management contract or sub-advisory agreements; (ii) the investment process or strategies employed in the management of the fund's assets; (iii) the nature or level of services provided under the fund's management contract or sub-advisory agreements; (iv) the day-to-day management of the fund or the persons primarily responsible for such management; or (v) the ultimate control or beneficial ownership of FMR, FMRC, or FIMM. The Board also considered that the establishment of the Agreement would not necessitate prior shareholder approval of the Agreement or result in an assignment and termination of the fund's management contract or sub-advisory agreements under the Investment Company Act of 1940.

Because the Board was approving an arrangement with FRAC under which the fund will not bear any additional management fees or expenses and under which the fund's portfolio manager would not change, it did not consider the fund's investment performance, competitiveness of management fee and total expenses, costs of services and profitability, or economies of scale to be significant factors in its decision.

In connection with its future renewal of the fund's management contract and sub-advisory agreements, the Board will consider: (i) the nature, extent, and quality of services provided to the fund, including shareholder and administrative services and investment performance; (ii) the competitiveness of the fund's management fee and total expenses; (iii) the costs of the services and profitability, including the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering, and servicing the fund and its shareholders; and (iv) whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies.

Based on its evaluation of all of the conclusions noted above, and after considering all material factors, the Board ultimately concluded that the fund's Agreement is fair and reasonable, and that the fund's Agreement should be approved.

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Fidelity Advisor
Destiny II Fund - Class A, T, B, and C

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 Research & Analysis Company
(formerly Fidelity Management & Research (Far East) Inc.)
Fidelity Investments Japan Limited
Fidelity International Investment Advisers
Fidelity International Investment Advisers (U.K.) Limited

GENERAL DISTRIBUTOR

Fidelity Distributors Corporation
Boston, MA

TRANSFER AND SERVICE AGENT

Fidelity Service Company, Inc.
Boston, MA

CUSTODIAN

State Street Bank and Trust Company
Boston, MA

ADESII-USAN-0506

1.814758.100



Fidelity Advisor

Destiny II Fund

Institutional Class

Semiannual Report

March 31, 2006

(2_fidelity_logos) (Registered_Trademark)

Institutional Class
is a class of Destiny® II

Contents

Semiannual Report

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

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.

Proxy Voting Results

<Click Here>

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://www.advisor.fidelity.com.

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including Destiny Plan Creation and Sales Charges on purchases of Class O and certain purchases of Class A, sales charges (loads) on purchase payments or redemption proceeds and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (October 1, 2005 to March 31, 2006).

Actual Expenses

The first line of the table below for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Beginning
Account Value
October 1, 2005

Ending
Account Value
March 31, 2006

Expenses Paid
During Period *
October 1, 2005
to March 31, 2006

Class O

Actual

$ 1,000.00

$ 1,097.80

$ 3.19

HypotheticalA

$ 1,000.00

$ 1,021.89

$ 3.07

Class A

Actual

$ 1,000.00

$ 1,095.80

$ 5.54

HypotheticalA

$ 1,000.00

$ 1,019.65

$ 5.34

Class T

Actual

$ 1,000.00

$ 1,093.50

$ 6.94

HypotheticalA

$ 1,000.00

$ 1,018.30

$ 6.69

Class B

Actual

$ 1,000.00

$ 1,090.40

$ 9.90

HypotheticalA

$ 1,000.00

$ 1,015.46

$ 9.55

Class C

Actual

$ 1,000.00

$ 1,091.00

$ 9.38

HypotheticalA

$ 1,000.00

$ 1,015.96

$ 9.05

Institutional Class

Actual

$ 1,000.00

$ 1,096.70

$ 4.08

HypotheticalA

$ 1,000.00

$ 1,021.04

$ 3.93

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

Annualized
Expense Ratio

Class O

.61%

Class A

1.06%

Class T

1.33%

Class B

1.90%

Class C

1.80%

Institutional Class

.78%

Semiannual Report

Investment Changes

Top Ten Equity Holdings

as of March 31, 2006

as of September 30, 2005

American International Group, Inc.

American International Group, Inc.

General Electric Co.

Microsoft Corp.

Johnson & Johnson

General Electric Co.

Microsoft Corp.

Altria Group, Inc.

Altria Group, Inc.

UnitedHealth Group, Inc.

SLM Corp.

SLM Corp.

CIENA Corp.

Roche Holding AG (participation certificate)

Wyeth

CIENA Corp.

UnitedHealth Group, Inc.

The Coca-Cola Co.

Honeywell International, Inc.

SBC Communications, Inc.

Top Five Market Sectors

as of March 31, 2006

% of fund's net assets

as of September 30, 2005

% of fund's net assets

Health Care

25.3

Information Technology

18.0

Information Technology

16.7

Health Care

17.9

Financials

15.7

Consumer Discretionary

14.7

Industrials

11.8

Financials

12.8

Consumer Staples

9.1

Consumer Staples

11.0

Asset Allocation (% of fund's net assets)

As of March 31, 2006 *

As of September 30, 2005 **

Stocks 92.1%

Stocks 92.8%

Convertible
Securities 0.4%

Convertible
Securities 0.4%

Short-Term Investments and
Net Other Assets 7.5%

Short-Term Investments and
Net Other Assets 6.8%

* Foreign investments

11.7%

** Foreign investments

13.3%



Semiannual Report

Investments March 31, 2006 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 92.1%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 6.9%

Auto Components - 0.3%

Gentex Corp.

816,487

$ 14,255,863

Automobiles - 0.7%

Ford Motor Co.

1,227,300

9,769,308

General Motors Corp. (d)

1,334,800

28,391,196

38,160,504

Hotels, Restaurants & Leisure - 1.3%

Boyd Gaming Corp.

427,665

21,357,590

Domino's Pizza, Inc.

1,031,200

29,440,760

WMS Industries, Inc. (a)

661,300

19,905,130

70,703,480

Leisure Equipment & Products - 0.5%

Marvel Entertainment, Inc. (a)

1,398,100

28,129,772

Media - 1.9%

Clear Channel Communications, Inc.

35,000

1,015,350

DreamWorks Animation SKG, Inc. Class A (a)

1,938,700

51,278,615

Getty Images, Inc. (a)

30,000

2,246,400

News Corp. Class B

86,100

1,511,916

Omnicom Group, Inc.

107,500

8,949,375

Pixar (a)

628,546

40,314,940

Viacom, Inc. Class A (a)

22,100

856,596

106,173,192

Specialty Retail - 2.2%

Best Buy Co., Inc.

21,500

1,202,495

Gamestop Corp.:

Class A (a)(d)

666,951

31,440,070

Class B (a)

974,300

42,206,676

Staples, Inc.

1,261,850

32,202,412

The Game Group PLC

11,719,089

16,540,725

123,592,378

TOTAL CONSUMER DISCRETIONARY

381,015,189

CONSUMER STAPLES - 9.1%

Beverages - 1.0%

Coca-Cola Enterprises, Inc.

816,600

16,609,644

The Coca-Cola Co.

877,800

36,753,486

53,363,130

Food & Staples Retailing - 1.8%

CVS Corp.

1,816,200

54,249,894

Wal-Mart Stores, Inc.

980,300

46,309,372

100,559,266

Food Products - 1.6%

Nestle SA:

(Reg.)

85,370

25,339,922

sponsored ADR

899,800

65,145,520

90,485,442

Household Products - 1.0%

Colgate-Palmolive Co.

947,700

54,113,670

Shares

Value (Note 1)

Tobacco - 3.7%

Altria Group, Inc.

2,852,700

$ 202,142,322

TOTAL CONSUMER STAPLES

500,663,830

ENERGY - 1.7%

Energy Equipment & Services - 0.0%

Diamond Offshore Drilling, Inc.

5,300

474,350

Halliburton Co.

12,900

941,958

1,416,308

Oil, Gas & Consumable Fuels - 1.7%

BP PLC sponsored ADR

100,000

6,894,000

Chevron Corp.

580,800

33,668,976

EOG Resources, Inc.

301,400

21,700,800

Total SA sponsored ADR

86,100

11,341,953

Ultra Petroleum Corp. (a)

344,500

21,465,795

95,071,524

TOTAL ENERGY

96,487,832

FINANCIALS - 15.7%

Capital Markets - 0.0%

Northern Trust Corp.

21,500

1,128,750

Commercial Banks - 2.3%

Bank of America Corp.

1,438,900

65,527,506

Boston Private Financial Holdings, Inc.

24,869

840,324

Uniao de Bancos Brasileiros SA (Unibanco) unit

1,634,200

23,825,790

Wachovia Corp.

641,100

35,933,655

126,127,275

Consumer Finance - 3.4%

SLM Corp.

3,561,818

185,000,827

Insurance - 10.0%

ACE Ltd.

940,318

48,905,939

AFLAC, Inc.

1,161,320

52,410,372

American International Group, Inc.

6,148,200

406,334,536

Aspen Insurance Holdings Ltd.

71,900

1,773,054

Platinum Underwriters Holdings Ltd.

111,200

3,235,920

The St. Paul Travelers Companies, Inc.

988,400

41,305,236

553,965,057

TOTAL FINANCIALS

866,221,909

HEALTH CARE - 25.3%

Biotechnology - 3.4%

Amgen, Inc. (a)

206,700

15,037,425

Biogen Idec, Inc. (a)

386,200

18,190,020

Cephalon, Inc. (a)(d)

129,600

7,808,400

Charles River Laboratories International, Inc. (a)

1,872,800

91,804,656

Gilead Sciences, Inc. (a)

603,100

37,524,882

Common Stocks - continued

Shares

Value (Note 1)

HEALTH CARE - continued

Biotechnology - continued

ICOS Corp. (a)

172,100

$ 3,794,805

Invitrogen Corp. (a)

242,900

17,034,577

191,194,765

Health Care Equipment & Supplies - 2.4%

Boston Scientific Corp. (a)

1,939,100

44,696,255

C.R. Bard, Inc.

514,300

34,874,683

Inverness Medical Innovations, Inc. (a)

264,200

7,590,466

Phonak Holding AG

258,517

14,712,350

Straumann Holding AG

43,049

9,806,376

Syneron Medical Ltd. (a)(d)

699,800

20,441,158

132,121,288

Health Care Providers & Services - 5.3%

Aetna, Inc.

429,900

21,125,286

Cardinal Health, Inc.

624,300

46,522,836

Humana, Inc. (a)

1,122,500

59,099,625

UnitedHealth Group, Inc.

2,940,480

164,255,213

291,002,960

Pharmaceuticals - 14.2%

Allergan, Inc.

193,700

21,016,450

Barr Pharmaceuticals, Inc. (a)

891,300

56,134,074

Cipla Ltd.

3,539,066

52,668,459

Johnson & Johnson

4,090,600

242,245,332

Novartis AG sponsored ADR

622,900

34,533,576

Pfizer, Inc.

2,411,100

60,084,612

Roche Holding AG (participation certificate)

705,358

105,008,428

Teva Pharmaceutical Industries Ltd. sponsored ADR

688,597

28,356,424

Wyeth

3,789,200

183,851,984

783,899,339

TOTAL HEALTH CARE

1,398,218,352

INDUSTRIALS - 11.8%

Aerospace & Defense - 3.8%

General Dynamics Corp.

818,200

52,348,436

Honeywell International, Inc.

2,971,600

127,095,332

Raytheon Co.

645,900

29,608,056

209,051,824

Commercial Services & Supplies - 0.2%

Monster Worldwide, Inc. (a)

8,600

428,796

Tele Atlas NV (a)

495,100

11,284,823

11,713,619

Industrial Conglomerates - 7.3%

3M Co.

99,000

7,493,310

General Electric Co.

8,824,800

306,926,544

Tyco International Ltd.

3,223,646

86,651,604

401,071,458

Shares

Value (Note 1)

Machinery - 0.5%

Toro Co.

559,300

$ 26,706,575

TOTAL INDUSTRIALS

648,543,476

INFORMATION TECHNOLOGY - 16.3%

Communications Equipment - 5.9%

Alcatel SA sponsored ADR (a)(d)

1,248,800

19,231,520

CIENA Corp. (a)(e)

35,310,400

183,967,184

Corning, Inc. (a)

1,009,900

27,176,409

CSR PLC (a)

968,600

20,191,242

Finisar Corp. (a)(d)

5,239,500

25,935,525

Harris Corp.

193,700

9,160,073

NMS Communications Corp. (a)

2,270,554

8,559,989

Sandvine Corp. (f)

605,600

1,178,260

Sonus Networks, Inc. (a)

3,681,889

20,176,752

Sycamore Networks, Inc. (a)

2,064,600

9,703,620

325,280,574

Computers & Peripherals - 1.1%

EMC Corp. (a)

2,621,900

35,736,497

NCR Corp. (a)

509,000

21,271,110

Sun Microsystems, Inc. (a)

495,200

2,540,376

59,547,983

Electronic Equipment & Instruments - 0.0%

Universal Display Corp. (a)

155,403

2,234,695

IT Services - 0.0%

NCI, Inc. Class A

138,397

1,937,558

Semiconductors & Semiconductor Equipment - 2.7%

Applied Micro Circuits Corp. (a)

9,905,298

40,314,563

ARM Holdings PLC sponsored ADR

387,400

2,669,186

ASML Holding NV (NY Shares) (a)

6,100

124,257

ATI Technologies, Inc. (a)

3,665,800

62,981,141

Exar Corp. (a)

648,643

9,262,622

Integrated Device Technology, Inc. (a)

676,200

10,048,332

Linear Technology Corp.

236,800

8,306,944

Mindspeed Technologies, Inc. (a)(d)

186,358

741,705

PMC-Sierra, Inc. (a)

1,118,750

13,749,438

Teradyne, Inc. (a)

62,900

975,579

Trident Microsystems, Inc. (a)

34,500

1,002,570

150,176,337

Software - 6.6%

Activision, Inc. (a)

3,788,400

52,242,036

Cadence Design Systems, Inc. (a)

1,119,400

20,697,706

Electronic Arts, Inc. (a)

172,200

9,422,784

Microsoft Corp.

8,589,946

233,732,431

NDS Group PLC sponsored ADR (a)

296,200

15,411,286

Nintendo Co. Ltd.

193,700

28,960,795

THQ, Inc. (a)

85,994

2,226,385

362,693,423

TOTAL INFORMATION TECHNOLOGY

901,870,570

Common Stocks - continued

Shares

Value (Note 1)

MATERIALS - 0.4%

Metals & Mining - 0.4%

Alcoa, Inc.

645,900

$ 19,738,704

TELECOMMUNICATION SERVICES - 4.9%

Diversified Telecommunication Services - 3.1%

AT&T, Inc.

1,850,100

50,026,704

Qwest Communications International, Inc. (a)

2,562,000

17,421,600

Verizon Communications, Inc.

3,030,100

103,205,206

170,653,510

Wireless Telecommunication Services - 1.8%

Sprint Nextel Corp.

3,939,900

101,807,016

TOTAL TELECOMMUNICATION SERVICES

272,460,526

TOTAL COMMON STOCKS

(Cost $4,516,465,295)

5,085,220,388

Preferred Stocks - 0.0%

Convertible Preferred Stocks - 0.0%

INFORMATION TECHNOLOGY - 0.0%

Communications Equipment - 0.0%

Chorum Technologies, Inc. Series E (g)

27,000

0

Nonconvertible Preferred Stocks - 0.0%

HEALTH CARE - 0.0%

Biotechnology - 0.0%

GeneProt, Inc. Series A (g)
(Cost $1,793,525)

255,000

255

Convertible Bonds - 0.4%

Principal Amount

INFORMATION TECHNOLOGY - 0.4%

Communications Equipment - 0.4%

CIENA Corp. 3.75% 2/1/08

$ 22,990,000

21,897,975

TOTAL CONVERTIBLE BONDS

(Cost $21,776,015)

21,897,975

Money Market Funds - 8.6%

Shares

Fidelity Cash Central Fund, 4.77% (b)

393,245,817

393,245,817

Fidelity Securities Lending Cash Central Fund, 4.81% (b)(c)

81,450,300

81,450,300

TOTAL MONEY MARKET FUNDS

(Cost $474,696,117)

474,696,117

Cash Equivalents - 0.1%

Maturity
Amount

Value
(Note 1)

Investments in repurchase agreements (Collateralized by U.S. Treasury Obligations, in a joint trading account at 4.52%, dated 3/31/06 due 4/3/06)
(Cost $4,134,000)

$ 4,135,556

$ 4,134,000

TOTAL INVESTMENT PORTFOLIO - 101.2%

(Cost $5,018,864,952)

5,585,948,735

NET OTHER ASSETS - (1.2)%

(66,141,670)

NET ASSETS - 100%

$ 5,519,807,065

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request.

(c) Investment made with cash collateral received from securities on loan.

(d) Security or a portion of the security is on loan at period end.

(e) Affiliated company

(f) 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 $1,178,260 or 0.0% of net assets.

(g) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $255 or 0.0% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Chorum Technologies, Inc. Series E

9/19/00

$ 405,050

GeneProt, Inc. Series A

7/7/00

$ 1,388,475

Affiliated Central Funds

Information regarding fiscal year to date income earned by the fund from the affiliated Central funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 7,750,960

Fidelity Securities Lending Cash Central Fund

695,648

Total

$ 8,446,608

Other Affiliated Issuers

An affiliated company is a company in which the fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliates

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

CIENA Corp.

$ 103,046,328

$ -

$ 17,914,044

$ -

$ 183,967,184

Finisar Corp.

26,351,402

-

46,602,037

-

-

GameStop Corp. Class A

59,021,985

34,551,505

74,958,757

-

-

Totals

$ 188,419,715

$ 34,551,505

$ 139,474,838

$ -

$ 183,967,184

Other Information

Distribution of investments by country of issue, as a percentage of total net assets, is as follows:

United States of America

88.3%

Switzerland

4.6%

Canada

1.5%

United Kingdom

1.1%

Bermuda

1.0%

India

1.0%

Others (individually less than 1%)

2.5%

100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

March 31, 2006 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $79,005,815 and repurchase agreements of $4,134,000) - See accompanying schedule:

Unaffiliated issuers (cost $4,456,856,775)

$ 4,927,285,434

Affiliated Central Funds (cost $474,696,117)

474,696,117

Other affiliated issuers (cost $87,312,060)

183,967,184

Total Investments (cost $5,018,864,952)

$ 5,585,948,735

Cash

439

Foreign currency held at value (cost $53,668)

53,670

Receivable for investments sold

82,491,389

Receivable for fund shares sold

178,356

Dividends receivable

8,328,981

Interest receivable

1,558,318

Prepaid expenses

18,020

Receivable from investment adviser for expense reductions

7,500

Other affiliated receivables

51,455

Other receivables

488,120

Total assets

5,679,124,983

Liabilities

Payable for investments purchased

$ 69,625,255

Payable for fund shares redeemed

2,391,341

Accrued management fee

2,609,725

Distribution fees payable

72,056

Other affiliated payables

349,414

Other payables and accrued expenses

2,819,828

Collateral on securities loaned, at value

81,450,299

Total liabilities

159,317,918

Net Assets

$ 5,519,807,065

Net Assets consist of:

Paid in capital

$ 4,724,267,952

Undistributed net investment income

20,933,389

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

210,098,766

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

564,506,958

Net Assets

$ 5,519,807,065

Statement of Assets and Liabilities - continued

March 31, 2006 (Unaudited)

Class O:

Net Asset Value, offering price and redemption price per share ($5,173,143,845 ÷ 406,093,400 shares)

$ 12.74

Class A:
Net Asset Value and redemption price per share ($346,111,677 ÷ 27,698,300 shares)

$ 12.50

Maximum offering price per share (100/94.25 of $12.50)

$ 13.26

Class T:
Net Asset Value and redemption price per share ($120,095 ÷ 9,641 shares)

$ 12.46

Maximum offering price per share (100/96.50 of $12.46)

$ 12.91

Class B:
Net Asset Value and offering price per share ($179,567 ÷ 14,445 shares) A

$ 12.43

Class C:
Net Asset Value and offering price per share ($139,037 ÷ 11,175 shares) A

$ 12.44

Institutional Class:
Net Asset Value, offering price and redemption price per share ($112,844 ÷ 8,860.9 shares)

$ 12.74

A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended March 31, 2006 (Unaudited)

Investment Income

Dividends

$ 34,996,225

Interest

781,124

Income from affiliated Central Funds

8,446,608

Total income

44,223,957

Expenses

Management fee

$ 15,223,182

Transfer agent fees

397,567

Distribution fees

399,163

Accounting and security lending fees

616,830

Independent trustees' compensation

10,887

Appreciation in deferred trustee compensation account

5,700

Custodian fees and expenses

177,807

Registration fees

21,292

Audit

45,115

Legal

32,437

Miscellaneous

235,433

Total expenses before reductions

17,165,413

Expense reductions

(1,971,942)

15,193,471

Net investment income (loss)

29,030,486

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers (net of foreign taxes of $21,806)

217,393,022

Other affiliated issuers

16,011,689

Foreign currency transactions

244,243

Total net realized gain (loss)

233,648,954

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of increase in deferred foreign taxes of $1,754,964)

238,416,200

Assets and liabilities in foreign currencies

8,508

Total change in net unrealized appreciation (depreciation)

238,424,708

Net gain (loss)

472,073,662

Net increase (decrease) in net assets resulting from operations

$ 501,104,148

Statement of Changes in Net Assets

Six months ended
March 31, 2006
(Unaudited)

Year ended
September 30,
2005

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 29,030,486

$ 86,867,132

Net realized gain (loss)

233,648,954

291,018,936

Change in net unrealized appreciation (depreciation)

238,424,708

94,894,260

Net increase (decrease) in net assets resulting from operations

501,104,148

472,780,328

Distributions to shareholders from net investment income

(53,678,005)

(76,323,539)

Distributions to shareholders from net realized gain

(83,077,836)

-

Total distributions

(136,755,841)

(76,323,539)

Share transactions - net increase (decrease)

(104,359,233)

(351,020,942)

Total increase (decrease) in net assets

259,989,074

45,435,847

Net Assets

Beginning of period

5,259,817,991

5,214,382,144

End of period (including undistributed net investment income of $20,933,389 and undistributed net investment income of $48,576,995, respectively)

$ 5,519,807,065

$ 5,259,817,991

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

Semiannual Report

Financial Highlights - Class O

Six months ended
March 31, 2006

Years ended September 30,

(Unaudited)

2005

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 11.91

$ 11.03

$ 10.02

$ 8.40

$ 10.14

$ 16.13

Income from Investment Operations

Net investment income (loss) E

.07

.19 F

.12

.08

.09

.08

Net realized and unrealized gain (loss)

1.08

.86

.97

1.63

(1.73)

(4.19)

Total from investment operations

1.15

1.05

1.09

1.71

(1.64)

(4.11)

Distributions from net investment income

(.13)

(.17)

(.08)

(.09)

(.10)

(.08)

Distributions from net realized gain

(.19)

-

-

-

-

(1.80)

Total distributions

(.32)

(.17)

(.08)

(.09)

(.10)

(1.88)

Net asset value, end of period

$ 12.74

$ 11.91

$ 11.03

$ 10.02

$ 8.40

$ 10.14

Total Return B, C, D

9.78%

9.51%

10.91%

20.45%

(16.39)%

(27.64)%

Ratios to Average Net Assets G

Expenses before reductions

.61% A

.62%

.61%

.62%

.61%

.60%

Expenses net of fee waivers, if any

.61% A

.62%

.61%

.62%

.61%

.60%

Expenses net of all reductions

.54% A

.51%

.55%

.50%

.43%

.55%

Net investment income (loss)

1.11% A

1.68% F

1.13%

.88%

.86%

.67%

Supplemental Data

Net assets, end of period (000 omitted)

$ 5,173,144

$ 4,965,789

$ 4,998,159

$ 4,633,668

$ 3,811,815

$ 4,523,725

Portfolio turnover rate

193% A

244%

212%

349%

326%

196%

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 Investment income per share reflects a special dividend which amounted to $.05 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been 1.28%. 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 fee 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.

Financial Highlights - Class A

Six months ended
March 31, 2006

Years ended September 30,

(Unaudited)

2005 J

2004

2003

2002

2001

Selected Per-Share Data

Net asset value, beginning of period

$ 11.66

$ 10.80

$ 9.81

$ 8.25

$ 9.97

$ 15.94

Income from Investment Operations

Net investment income (loss) F

.04

.13 G

.04

- I

- I

(.03)

Net realized and unrealized gain (loss)

1.06

.83

.96

1.59

(1.70)

(4.14)

Total from investment operations

1.10

.96

1.00

1.59

(1.70)

(4.17)

Distributions from net investment income

(.07)

(.10)

(.01)

(.03)

(.02)

-

Distributions from net realized gain

(.19)

-

-

-

-

(1.80)

Total distributions

(.26)

(.10)

(.01)

(.03)

(.02)

(1.80)

Net asset value, end of period

$ 12.50

$ 11.66

$ 10.80

$ 9.81

$ 8.25

$ 9.97

Total Return B, C, D, E

9.58%

8.86%

10.20%

19.30%

(17.10)%

(28.32)%

Ratios to Average Net Assets H

Expenses before reductions

1.06% A

1.17%

1.34%

1.49%

1.48%

1.50%

Expenses net of fee waivers, if any

1.06% A

1.17%

1.34%

1.49%

1.48%

1.50%

Expenses net of all reductions

.99% A

1.06%

1.27%

1.37%

1.30%

1.44%

Net investment income (loss)

.66% A

1.14% G

.40%

-%

(.01)%

(.23)%

Supplemental Data

Net assets, end of period (000 omitted)

$ 346,111

$ 293,602

$ 216,223

$ 137,691

$ 65,844

$ 38,389

Portfolio turnover rate

193% A

244%

212%

349%

326%

196%

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 Total returns do not include the effect of the sales charges. F Calculated based on average shares outstanding during the period. G Investment income per share reflects a special dividend which amounted to $.04 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .74%. H 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 fee 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. I Amount represents less than $.01 per share. J Class N was renamed Class A on July 12, 2005.

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

Semiannual Report

Financial Highlights - Class T

Six months ended
March 31, 2006

Period ended
September 30,

(Unaudited)

2005 F

Selected Per-Share Data

Net asset value, beginning of period

$ 11.66

$ 11.34

Income from Investment Operations

Net investment income (loss) E

.02

.01

Net realized and unrealized gain (loss)

1.05

.31

Total from investment operations

1.07

.32

Distributions from net investment income

(.08)

-

Distributions from net realized gain

(.19)

-

Total distributions

(.27)

-

Net asset value, end of period

$ 12.46

$ 11.66

Total Return B, C, D

9.35%

2.82%

Ratios to Average Net Assets G

Expenses before reductions

1.33% A

1.33% A

Expenses net of fee waivers, if any

1.33% A

1.33% A

Expenses net of all reductions

1.25% A

1.21% A

Net investment income (loss)

.40% A

.19% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 120

$ 103

Portfolio turnover rate

193% A

244%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower had certain expenses not been reduced during the periods shown. D Total returns do not include the effect of the sales charges. E Calculated based on average shares outstanding during the period. F For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005. 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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee 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.

Financial Highlights - Class B

Six months ended
March 31, 2006

Period ended
September 30,

(Unaudited)

2005 F

Selected Per-Share Data

Net asset value, beginning of period

$ 11.64

$ 11.34

Income from Investment Operations

Net investment income (loss) E

(.01)

(.01)

Net realized and unrealized gain (loss)

1.05

.31

Total from investment operations

1.04

.30

Distributions from net investment income

(.06)

-

Distributions from net realized gain

(.19)

-

Total distributions

(.25)

-

Net asset value, end of period

$ 12.43

$ 11.64

Total Return B, C, D

9.04%

2.65%

Ratios to Average Net Assets G

Expenses before reductions

1.90% A

1.85% A

Expenses net of fee waivers, if any

1.90% A

1.85% A

Expenses net of all reductions

1.83% A

1.74% A

Net investment income (loss)

(.18)% A

(.32)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 180

$ 118

Portfolio turnover rate

193% A

244%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower had certain expenses not been reduced during the periods shown. D Total returns do not include the effect of the contingent deferred sales charge. E Calculated based on average shares outstanding during the period. F For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005. 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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee 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.

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

Semiannual Report

Financial Highlights - Class C

Six months ended
March 31, 2006

Period ended
September 30,

(Unaudited)

2005 F

Selected Per-Share Data

Net asset value, beginning of period

$ 11.64

$ 11.34

Income from Investment Operations

Net investment income (loss) E

- H

(.01)

Net realized and unrealized gain (loss)

1.05

.31

Total from investment operations

1.05

.30

Distributions from net investment income

(.06)

-

Distributions from net realized gain

(.19)

-

Total distributions

(.25)

-

Net asset value, end of period

$ 12.44

$ 11.64

Total Return B, C, D

9.10%

2.65%

Ratios to Average Net Assets G

Expenses before reductions

1.80% A

1.82% A

Expenses net of fee waivers, if any

1.80% A

1.82% A

Expenses net of all reductions

1.73% A

1.71% A

Net investment income (loss)

(.08)% A

(.30)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 139

$ 103

Portfolio turnover rate

193% A

244%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower had certain expenses not been reduced during the periods shown. D Total returns do not include the effect of the contingent deferred sales charge. E Calculated based on average shares outstanding during the period. F For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005. 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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee 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. H Amount represents less than $.01 per share.

Financial Highlights - Institutional Class

Six months ended
March 31, 2006

Period ended
September 30,

(Unaudited)

2005 E

Selected Per-Share Data

Net asset value, beginning of period

$ 11.91

$ 11.57

Income from Investment Operations

Net investment income (loss) D

.06

.02

Net realized and unrealized gain (loss)

1.07

.32

Total from investment operations

1.13

.34

Distributions from net investment income

(.11)

-

Distributions from net realized gain

(.19)

-

Total distributions

(.30)

-

Net asset value, end of period

$ 12.74

$ 11.91

Total Return B, C

9.67%

2.94%

Ratios to Average Net Assets F

Expenses before reductions

.78% A

.83% A

Expenses net of fee waivers, if any

.78% A

.83% A

Expenses net of all reductions

.71% A

.71% A

Net investment income (loss)

.94% A

.67% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 113

$ 103

Portfolio turnover rate

193% A

244%

A Annualized B Total returns for periods of less than one year are not annualized. C Total returns would have been lower had certain expenses not been reduced during the periods shown. D Calculated based on average shares outstanding during the period. E For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005. F 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. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee 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.

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

Semiannual Report

Notes to Financial Statements

For the period ended March 31, 2006 (Unaudited)

1. Significant Accounting Policies.

Destiny II (the fund) is a fund 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. The fund is authorized to issue an unlimited number of shares.

The fund offers six classes of shares, Class O, Class A, Class T, Class B, Class C, and Institutional Class, 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. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the fund, 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 the 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 Class O are only offered to the general public through Fidelity Systematic Investment Plans: Destiny Plans II: O, a unit investment trust. Shares of Class A are also offered to the general public through Fidelity Systematic Investment Plans: Destiny Plans II: N, a unit investment trust, as well as through intermediaries.

Fidelity intends to continue to offer contractual plans for sale, though pending federal legislation would prohibit future contractual plan sales. As drafted, this proposed legislation would not alter the rights of existing Destiny Planholders.

The fund may invest in affiliated money market central funds (Money Market Central Funds), which are open-end investment companies available to investment companies and other accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. 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 fund:

Security Valuation. Investments are valued and net asset value (NAV) per share is calculated (NAV calculation) as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time. Wherever possible, the fund uses independent pricing services approved by the Board of Trustees to value its investments.

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price. Debt securities, including restricted securities, for which quotations are readily available, are valued by independent pricing services or by dealers who make markets in such securities. Pricing services consider yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices. Investments in open-end mutual funds, are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. For example, when developments occur between the close of a market and the close of the NYSE that may materially affect the value of some or all of the securities, or when trading in a security is halted, those securities may be fair valued. Factors used in the determination of fair value may include monitoring news to identify significant market or security specific events such as changes in the value of U.S. securities markets, reviewing developments in foreign markets and evaluating the performance of ADRs, futures contracts and exchange-traded funds. Because the fund's utilization of fair value pricing depends on market activity, the frequency with which fair value pricing is used can not be predicted and may be utilized to a significant extent. The value of securities used for NAV calculation under fair value pricing may differ from published prices for the same securities.

Foreign Currency. The fund uses 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.

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. 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 fund is 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. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The fund estimates the components of distributions received that may be considered return of capital

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Investment Transactions and Income - continued

distributions or capital gain distributions. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. 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 each fund in the trust.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent 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 the fund or are invested in a cross-section of other Fidelity funds, and are marked-to-market. Deferred amounts remain in the fund until distributed in accordance with the Plan.

Income Tax Information and Distributions to Shareholders. Each year, the fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements. Foreign taxes are provided for based on the fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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. In addition, the fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), market discount, capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investments and unrealized appreciation (depreciation) as of period end were as follows:

Unrealized appreciation

$ 603,013,208

Unrealized depreciation

(50,460,867)

Net unrealized appreciation (depreciation)

552,552,341

Cost for federal income tax purposes

$ 5,033,396,394

2. Operating Policies.

Repurchase Agreements. FMR has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. The fund may also invest directly with institutions in repurchase agreements. Repurchase agreements are collateralized by government or non-government securities. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Restricted Securities. The fund 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 at the end of the fund's Schedule of Investments.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $4,836,153,068 and $5,104,460,327, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the fund's average net assets and a group fee rate that averaged .27% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annualized management fee rate was .57% of the fund's average net assets.

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the fund and providing shareholder support services. For the period, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

Distribution
Fee

Service
Fee

Paid to
FDC

Retained
by FDC

Class A

0%

.25%

397,676

28,838

Class T

.25%

.25%

270

265

Class B

.75%

.25%

679

642

Class C

.75%

.25%

538

538

$ 399,163

$ 30,283

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, 1.00% to .50% for certain purchases of Class A shares (.25% prior to February 24, 2006) and .25% for certain purchases of Class T shares. Class A shares purchased through the Fidelity Systematic Investment Plans are not subject to these front-end and contingent deferred sales charges.

For the period, sales charge amounts retained by FDC were as follows:

Retained
by FDC

Class A

581

Class T

7

Class B *

-

Class C *

-

$ 588

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class. FSC receives account fees and asset-based fees that vary according to account size and type of account of the shareholders of the respective classes of the fund. FSC does not receive a fee for Class O Destiny Plan accounts. In addition, FSC pays for typesetting, printing, and mailing of shareholder reports, except proxy statements. For the period, the total transfer agent fees paid by each class to FSC were as follows:

Amount

% of
Average
Net Assets

Class O

$ 75,977

.00*

Class A

321,072

.20 *

Class T

119

.22 *

Class B

202

.30 *

Class C

104

.19 *

Institutional Class

93

.17 *

$ 397,567

* Annualized

Accounting and Security Lending Fees. FSC maintains the fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Affiliated Central Funds. The fund may invest in Money Market Central Funds which seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

The Money Market Central Funds do not pay a management fee.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions. 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 $88,475 for the period.

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $4.2 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 fund has agreed to pay commitment fees on its pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit.

6. Security Lending.

The fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the 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 fund and any additional required collateral is delivered to the fund 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. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from affiliated central funds. Net income from lending portfolio securities during the period amounted to $695,648.

7. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of the fund's Class O and Class A operating expenses. During the period, this reimbursement reduced expenses as follows:

Reimbursement
from adviser

Class O

7,022

Class A

478

$ 7,500

Many of the brokers with whom FMR places trades on behalf of the fund provided services to the fund in addition to trade execution. These services included payments of certain expenses on behalf of the fund totaling $1,959,826 for the period. In addition, through arrangements with the fund's custodian and each class' transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody expenses by $3,915. During the period, credits reduced each class' transfer agent expense as noted in the table below.

Transfer Agent
expense reduction

Class O

$ 701

8. Other.

The fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the fund. In the normal course of business, the fund may also enter into contracts that provide general indemnifications. The fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the fund. The risk of material loss from such claims is considered remote.

Semiannual Report

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended March 31,
2006

Year ended
September 30,
2005

From net investment income

Class O

$ 51,786,020

$ 74,292,069

Class A

1,889,151

2,031,470

Class T

741

-

Class B

620

-

Class C

496

-

Institutional Class

977

-

Total

$ 53,678,005

$ 76,323,539

From net realized gain

Class O

$ 78,085,736

$ -

Class A

4,985,069

-

Class T

1,675

-

Class B

2,032

-

Class C

1,682

-

Institutional Class

1,642

-

Total

$ 83,077,836

$ -

10. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended
March 31,
2006

Year ended
September 30,
2005 A

Six months ended
March 31,
2006

Year ended
September 30,
2005 A

Class O

Shares sold

10,144,591

24,435,956

$ 123,419,088

$ 277,483,378

Reinvestment of distributions

10,289,971

5,981,021

123,685,010

69,670,688

Shares redeemed

(31,276,417)

(66,463,101)

(381,508,420)

(756,086,897)

Net increase (decrease)

(10,841,855)

(36,046,124)

$ (134,404,322)

$ (408,932,831)

Class A

Shares sold

3,258,192

7,215,759

$ 38,830,554

$ 80,409,418

Reinvestment of distributions

570,553

168,925

6,738,236

1,935,076

Shares redeemed

(1,304,776)

(2,227,995)

(15,618,067)

(24,847,672)

Net increase (decrease)

2,523,969

5,156,689

$ 29,950,723

$ 57,496,822

Class T

Shares sold

618

8,818

$ 7,524

$ 100,000

Reinvestment of distributions

205

-

2,416

-

Net increase (decrease)

823

8,818

$ 9,940

$ 100,000

Class B

Shares sold

4,123

10,123

$ 50,316

$ 115,009

Reinvestment of distributions

225

-

2,652

-

Shares redeemed

(26)

-

(319)

-

Net increase (decrease)

4,322

10,123

$ 52,649

$ 115,009

Class C

Shares sold

2,167

8,823

$ 26,980

$ 100,058

Reinvestment of distributions

185

-

2,178

-

Net increase (decrease)

2,352

8,823

$ 29,158

$ 100,058

Institutional Class

Shares sold

-

8,643

$ -

$ 100,000

Reinvestment of distributions

218

-

2,619

-

Net increase (decrease)

218

8,643

$ 2,619

$ 100,000

A Share transactions for Class T, B, C and Institutional Class are for the period July 12, 2005 (commencement of sale of shares) to September 30, 2005.

Semiannual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on October 26, 2005. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To amend the Declaration of Trust to allow the Board of Trustees,
if permitted by applicable law, to authorize fund mergers without shareholder approval. A

# of
Votes

% of
Votes

Affirmative

6,208,382,690.71

76.063%

Against

1,724,200,246.58

21.124%

Abstain

229,323,062.04

2.810%

Broker Non-Votes

288,938.96

0.004%

TOTAL

8,162,194,938.29

100.000%

PROPOSAL 2

To elect a Board of Trustees. A

# of
Votes

% of
Votes

Dennis J. Dirks

Affirmative

7,841,421,406.70

96.070%

Withheld

320,773,531.59

3.930%

TOTAL

8,162,194,938.29

100.000%

Albert R. Gamper, Jr. B

Affirmative

7,828,620,938.56

95.913%

Withheld

333,573,999.73

4.087%

TOTAL

8,162,194,938.29

100.000%

Robert M. Gates

Affirmative

7,698,226,995.74

94.316%

Withheld

463,967,942.55

5.684%

TOTAL

8,162,194,938.29

100.000%

George H. Heilmeier

Affirmative

7,718,888,655.41

94.569%

Withheld

443,306,282.88

5.431%

TOTAL

8,162,194,938.29

100.000%

Abigail P. Johnson

Affirmative

7,673,911,405.84

94.018%

Withheld

488,283,532.45

5.982%

TOTAL

8,162,194,938.29

100.000%

Edward C. Johnson 3d

Affirmative

7,663,368,736.50

93.889%

Withheld

498,826,201.79

6.111%

TOTAL

8,162,194,938.29

100.000%

Stephen P. Jonas

Affirmative

7,691,649,604.32

94.235%

Withheld

470,545,333.97

5.765%

TOTAL

8,162,194,938.29

100.000%

Marie L. Knowles

Affirmative

7,715,176,904.55

94.523%

Withheld

447,018,033.74

5.477%

TOTAL

8,162,194,938.29

100.000%

# of
Votes

% of
Votes

Ned C. Lautenbach

Affirmative

7,724,450,005.27

94.637%

Withheld

437,744,933.02

5.363%

TOTAL

8,162,194,938.29

100.000%

Marvin L. Mann

Affirmative

7,705,305,152.88

94.402%

Withheld

456,889,785.41

5.598%

TOTAL

8,162,194,938.29

100.000%

William O. McCoy

Affirmative

7,694,658,613.44

94.272%

Withheld

467,536,324.85

5.728%

TOTAL

8,162,194,938.29

100.000%

Robert L. Reynolds

Affirmative

7,712,454,548.18

94.490%

Withheld

449,740,390.11

5.510%

TOTAL

8,162,194,938.29

100.000%

Cornelia M. Small

Affirmative

7,719,750,543.37

94.579%

Withheld

442,444,394.92

5.421%

TOTAL

8,162,194,938.29

100.000%

William S. Stavropoulos

Affirmative

7,721,337,234.05

94.599%

Withheld

440,857,704.24

5.401%

TOTAL

8,162,194,938.29

100.000%

Kenneth L. Wolfe

Affirmative

7,720,752,910.62

94.592%

Withheld

441,442,027.67

5.408%

TOTAL

8,162,194,938.29

100.000%

A Denotes trust-wide proposals and voting results.

B Effective on or about January 1, 2006.

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

Destiny II

On January 19, 2006, the Board of Trustees, including the Independent Trustees (together, the Board), voted to approve a general research services agreement (the Agreement) between FMR, FMR Co., Inc. (FMRC), Fidelity Investments Money Management, Inc. (FIMM), and Fidelity Research & Analysis Company (FRAC) (together, the Investment Advisers) for the fund, effective January 20, 2006, pursuant to which FRAC may provide general research and investment advisory support services to FMRC and FIMM. The Board considered that it has approved previously various sub-advisory agreements for the fund with affiliates of FMR that allow FMR to obtain research, non-discretionary advice, or discretionary portfolio management at no additional expense to the fund. The Board, assisted by the advice of fund counsel and independent Trustees' counsel, considered a broad range of information and determined that it would be beneficial for the fund to access the research and investment advisory support services supplied by FRAC at no additional expense to the fund.

The Board reached this determination in part because the new arrangement will involve no changes in (i) the contractual terms of and fees payable under the fund's management contract or sub-advisory agreements; (ii) the investment process or strategies employed in the management of the fund's assets; (iii) the nature or level of services provided under the fund's management contract or sub-advisory agreements; (iv) the day-to-day management of the fund or the persons primarily responsible for such management; or (v) the ultimate control or beneficial ownership of FMR, FMRC, or FIMM. The Board also considered that the establishment of the Agreement would not necessitate prior shareholder approval of the Agreement or result in an assignment and termination of the fund's management contract or sub-advisory agreements under the Investment Company Act of 1940.

Because the Board was approving an arrangement with FRAC under which the fund will not bear any additional management fees or expenses and under which the fund's portfolio manager would not change, it did not consider the fund's investment performance, competitiveness of management fee and total expenses, costs of services and profitability, or economies of scale to be significant factors in its decision.

In connection with its future renewal of the fund's management contract and sub-advisory agreements, the Board will consider: (i) the nature, extent, and quality of services provided to the fund, including shareholder and administrative services and investment performance; (ii) the competitiveness of the fund's management fee and total expenses; (iii) the costs of the services and profitability, including the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering, and servicing the fund and its shareholders; and (iv) whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies.

Based on its evaluation of all of the conclusions noted above, and after considering all material factors, the Board ultimately concluded that the fund's Agreement is fair and reasonable, and that the fund's Agreement should be approved.

Semiannual Report

Semiannual Report

Fidelity Advisor
Destiny II Fund - Institutional Class

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 Research & Analysis Company
(formerly Fidelity Management & Research (Far East) Inc.)
Fidelity Investments Japan Limited
Fidelity International Investment Advisers
Fidelity International Investment Advisers (U.K.) Limited

GENERAL DISTRIBUTOR

Fidelity Distributors Corporation
Boston, MA

TRANSFER AND SERVICE AGENT

Fidelity Service Company, Inc.
Boston, MA

CUSTODIAN

State Street Bank and Trust Company
Boston, MA

ADESII-I-USAN-0506

1.814764.100

Item 2. Code of Ethics

Not applicable.

Item 3. Audit Committee Financial Expert

Not applicable.

Item 4. Principal Accountant Fees and Services

Not applicable.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Schedule of Investments

Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

There were no material changes to the procedures by which shareholders may recommend nominees to the Fidelity Destiny Portfolios's Board of Trustees.

Item 11. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the Fidelity Destiny Portfolios's (the "Trust") disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating to the Trust is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

(a)(ii) There was no change in the Trust's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Trust's internal control over financial reporting.

Item 12. Exhibits

(a)

(1)

Not applicable.

(a)

(2)

Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.

(a)

(3)

Not applicable.

(b)

Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Fidelity Destiny Portfolios

By:

/s/Christine Reynolds

Christine Reynolds

President and Treasurer

Date:

May 18, 2006

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:

/s/Christine Reynolds

Christine Reynolds

President and Treasurer

Date:

May 18, 2006

By:

/s/Paul M. Murphy

Paul M. Murphy

Chief Financial Officer

Date:

May 18, 2006