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, 2008

Item 1. Reports to Stockholders

Fidelity Destiny® Portfolios:
Fidelity® Advisor
Diversified Stock Fund -
Class A

Semiannual Report

March 31, 2008

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

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>

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com (search for "proxy voting guidelines") or visit the Securities and Exchange Commission's (SEC) web site at http://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 LLC 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 holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com or http://www.advisor.fidelity.com, as applicable.

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

Chairman's Message

(Photograph of Edward C. Johnson 3d.)

Dear Shareholder:

Continuation of a credit squeeze, flat consumer spending and a potential recession weighed heavily on stocks in the opening months of 2008, though positive results in investment-grade bonds and money markets offered some comfort to investors. Financial markets are always unpredictable, but there are a number of time-tested principles that can put the historical odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There are tax advantages and cost benefits to consider as well. The more you sell, the more taxes you pay, and the more you trade, the higher the costs. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies

indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best-performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third investment principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces unconstructive "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or over the phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

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, 2007 to March 31, 2008).

Actual Expenses

The first line of the accompanying table 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. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table 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. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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, 2007

Ending
Account Value
March 31, 2008

Expenses Paid
During Period*
October 1, 2007 to
March 31, 2008

Class O

Actual

$ 1,000.00

$ 834.20

$ 2.20

HypotheticalA

$ 1,000.00

$ 1,022.60

$ 2.43

Class A

Actual

$ 1,000.00

$ 833.20

$ 4.08

HypotheticalA

$ 1,000.00

$ 1,020.55

$ 4.50

Class T

Actual

$ 1,000.00

$ 831.20

$ 5.72

HypotheticalA

$ 1,000.00

$ 1,018.75

$ 6.31

Class B

Actual

$ 1,000.00

$ 829.20

$ 8.14

HypotheticalA

$ 1,000.00

$ 1,016.10

$ 8.97

Class C

Actual

$ 1,000.00

$ 829.20

$ 8.14

HypotheticalA

$ 1,000.00

$ 1,016.10

$ 8.97

Institutional Class

Actual

$ 1,000.00

$ 833.50

$ 3.12

HypotheticalA

$ 1,000.00

$ 1,021.60

$ 3.44

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 183/366 (to reflect the one-half year period).

Annualized
Expense Ratio

Class O

.48%

Class A

.89%

Class T

1.25%

Class B

1.78%

Class C

1.78%

Institutional Class

.68%

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of March 31, 2008

% of fund's
net assets

% of fund's net assets
6 months ago

Exxon Mobil Corp.

3.5

1.0

American International Group, Inc.

2.6

2.9

General Electric Co.

2.4

3.3

Cisco Systems, Inc.

2.3

1.1

Corning, Inc.

2.1

1.2

Johnson & Johnson

1.9

1.5

Nestle SA (Reg.)

1.8

1.1

Procter & Gamble Co.

1.7

2.3

Verizon Communications, Inc.

1.7

1.3

JPMorgan Chase & Co.

1.6

1.5

21.6

Top Five Market Sectors as of March 31, 2008

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

21.0

19.4

Industrials

14.0

13.0

Financials

13.5

20.5

Energy

12.6

7.4

Health Care

11.6

12.5

Asset Allocation (% of fund's net assets)

As of March 31, 2008 *

As of September 30, 2007 **

Stocks 98.7%

Stocks 96.5%

Convertible
Securities 0.0%

Convertible
Securities 0.0%

Short-Term
Investments and
Net Other Assets 1.3%

Short-Term
Investments and
Net Other Assets 3.5%

*Foreign investments

21.0%

**Foreign investments

17.9%

Semiannual Report

Investments March 31, 2008 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.7%

Shares

Value

CONSUMER DISCRETIONARY - 8.5%

Distributors - 0.8%

Li & Fung Ltd.

5,000,000

$ 18,534,461

Hotels, Restaurants & Leisure - 0.2%

McCormick & Schmick's Seafood Restaurants (a)

394,608

4,597,183

Household Durables - 0.7%

KB Home (e)

275,000

6,800,750

Pulte Homes, Inc.

725,000

10,548,750

17,349,500

Internet & Catalog Retail - 0.3%

NutriSystem, Inc. (a)(e)

500,000

7,535,000

Leisure Equipment & Products - 0.3%

Brunswick Corp.

250,000

3,992,500

Eastman Kodak Co.

200,000

3,534,000

7,526,500

Media - 3.4%

Comcast Corp. Class A

900,000

17,406,000

DISH Network Corp. Class A (a)

125,000

3,591,250

New Frontier Media, Inc.

1,000,000

4,460,000

Playboy Enterprises, Inc. Class B (non-vtg.) (a)

900,046

7,497,383

The DIRECTV Group, Inc. (a)

300,000

7,437,000

The Walt Disney Co.

675,000

21,181,500

Time Warner, Inc.

1,550,000

21,731,000

83,304,133

Multiline Retail - 0.5%

Kohl's Corp. (a)

175,000

7,505,750

Macy's, Inc.

250,000

5,765,000

13,270,750

Specialty Retail - 1.9%

Charlotte Russe Holding, Inc. (a)

150,000

2,601,000

Citi Trends, Inc. (a)

400,000

7,380,000

Home Depot, Inc.

325,000

9,090,250

Staples, Inc.

675,000

14,924,250

The Men's Wearhouse, Inc.

200,000

4,654,000

Tween Brands, Inc. (a)

300,000

7,422,000

46,071,500

Textiles, Apparel & Luxury Goods - 0.4%

Crocs, Inc. (a)(e)

150,000

2,620,500

Under Armour, Inc. Class A (sub. vtg.) (a)(e)

175,000

6,405,000

9,025,500

TOTAL CONSUMER DISCRETIONARY

207,214,527

CONSUMER STAPLES - 9.0%

Beverages - 0.9%

InBev SA (e)

80,000

7,039,293

Shares

Value

Molson Coors Brewing Co. Class B

250,000

$ 13,142,500

SABMiller plc

125,000

2,738,265

22,920,058

Food & Staples Retailing - 2.4%

CVS Caremark Corp.

150,000

6,076,500

Sysco Corp.

550,000

15,961,000

United Natural Foods, Inc. (a)

850,000

15,903,500

Whole Foods Market, Inc. (e)

650,000

21,430,500

59,371,500

Food Products - 2.9%

Corn Products International, Inc.

200,000

7,428,000

Dean Foods Co.

125,000

2,511,250

Diamond Foods, Inc.

275,000

4,988,500

Marine Harvest ASA (a)

12,500,000

7,314,248

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

125,000

4,621,250

Nestle SA (Reg.)

85,000

42,472,184

69,335,432

Household Products - 2.2%

Energizer Holdings, Inc. (a)

140,000

12,667,200

Procter & Gamble Co.

600,000

42,042,000

54,709,200

Personal Products - 0.5%

Avon Products, Inc.

275,000

10,873,500

Tobacco - 0.1%

British American Tobacco PLC sponsored ADR

19,100

1,446,825

TOTAL CONSUMER STAPLES

218,656,515

ENERGY - 12.6%

Energy Equipment & Services - 3.6%

Atwood Oceanics, Inc. (a)

50,000

4,586,000

BJ Services Co.

300,000

8,553,000

Complete Production Services, Inc. (a)

115,786

2,656,131

ENSCO International, Inc.

125,000

7,827,500

Grey Wolf, Inc. (a)

1,000,000

6,780,000

ION Geophysical Corp. (a)

250,000

3,450,000

Key Energy Services, Inc. (a)

500,000

6,710,000

Nabors Industries Ltd. (a)

5,000

168,850

Noble Corp.

125,000

6,208,750

North American Energy Partners, Inc. (a)

425,000

6,519,502

Schlumberger Ltd. (NY Shares)

400,000

34,800,000

88,259,733

Oil, Gas & Consumable Fuels - 9.0%

Chesapeake Energy Corp.

350,000

16,152,500

Chevron Corp.

75,000

6,402,000

ConocoPhillips

350,000

26,673,500

Copano Energy LLC

75,000

2,564,250

EOG Resources, Inc.

75,000

9,000,000

Exxon Mobil Corp.

1,000,000

84,580,005

Lukoil Oil Co. sponsored ADR

150,000

12,870,000

Marathon Oil Corp.

125,000

5,700,000

Common Stocks - continued

Shares

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

OAO Gazprom sponsored ADR

200,000

$ 10,200,000

OJSC Rosneft unit

675,000

6,081,750

OPTI Canada, Inc. (a)

200,000

3,370,349

Petrobank Energy & Resources Ltd. (a)

50,000

2,274,498

Plains Exploration & Production Co. (a)

100,000

5,314,000

Suncor Energy, Inc.

100,000

9,663,939

Ultra Petroleum Corp. (a)

110,000

8,525,000

Valero Energy Corp.

175,000

8,594,250

217,966,041

TOTAL ENERGY

306,225,774

FINANCIALS - 13.5%

Capital Markets - 1.8%

Credit Suisse Group sponsored ADR

100,000

5,088,000

Goldman Sachs Group, Inc.

40,000

6,615,600

KKR Private Equity Investors, LP

825,000

10,188,750

Lehman Brothers Holdings, Inc.

600,000

22,584,000

44,476,350

Commercial Banks - 2.6%

Anglo Irish Bank Corp. plc

500,000

6,709,050

Erste Bank AG

125,000

8,100,191

M&T Bank Corp.

160,000

12,876,800

Sterling Bancshares, Inc.

350,000

3,479,000

UCBH Holdings, Inc.

200,000

1,552,000

Wachovia Corp.

1,150,000

31,050,000

63,767,041

Consumer Finance - 0.4%

American Express Co.

200,000

8,744,000

Diversified Financial Services - 4.6%

Bank of America Corp.

900,000

34,119,000

Bovespa Holding SA

400,000

5,413,722

CIT Group, Inc.

250,000

2,962,500

Citigroup, Inc.

1,200,000

25,704,000

Climate Exchange PLC (a)

150,000

5,509,270

JPMorgan Chase & Co.

903,300

38,796,735

112,505,227

Insurance - 3.4%

American International Group, Inc.

1,450,000

62,712,500

Hartford Financial Services Group, Inc.

100,000

7,577,000

RenaissanceRe Holdings Ltd.

125,000

6,488,750

W.R. Berkley Corp.

200,000

5,538,000

82,316,250

Thrifts & Mortgage Finance - 0.7%

Fannie Mae

350,000

9,212,000

Shares

Value

MGIC Investment Corp. (e)

310,800

$ 3,272,724

Radian Group, Inc. (e)

799,988

5,255,921

17,740,645

TOTAL FINANCIALS

329,549,513

HEALTH CARE - 11.6%

Biotechnology - 2.1%

Alkermes, Inc. (a)

400,000

4,752,000

Alnylam Pharmaceuticals, Inc. (a)

150,000

3,660,000

Amgen, Inc. (a)

525,000

21,934,500

Cephalon, Inc. (a)

55,000

3,542,000

Genentech, Inc. (a)

175,000

14,206,500

MannKind Corp. (a)(e)

500,000

2,985,000

51,080,000

Health Care Equipment & Supplies - 2.2%

Abiomed, Inc. (a)

300,000

3,942,000

Conceptus, Inc. (a)

650,000

12,064,000

Covidien Ltd.

150,000

6,637,500

Insulet Corp.

225,000

3,240,000

Inverness Medical Innovations, Inc. (a)

150,000

4,515,000

Medtronic, Inc.

250,000

12,092,500

Mindray Medical International Ltd. sponsored ADR

200,000

5,788,000

NxStage Medical, Inc. (a)

600,000

2,592,000

Sirona Dental Systems, Inc. (a)

100,000

2,697,000

53,568,000

Health Care Providers & Services - 3.1%

athenahealth, Inc. (e)

250,000

5,917,500

Emergency Medical Services Corp. Class A (a)

200,008

4,938,198

Henry Schein, Inc. (a)

100,000

5,740,000

Humana, Inc. (a)

50,000

2,243,000

Medco Health Solutions, Inc. (a)

275,000

12,042,250

Tenet Healthcare Corp. (a)

1,000,000

5,660,000

UnitedHealth Group, Inc.

900,022

30,924,756

VCA Antech, Inc. (a)

150,000

4,102,500

WellPoint, Inc. (a)

75,000

3,309,750

74,877,954

Life Sciences Tools & Services - 0.5%

Illumina, Inc. (a)

100,000

7,590,000

QIAGEN NV (a)

225,000

4,680,000

12,270,000

Pharmaceuticals - 3.7%

Barr Pharmaceuticals, Inc. (a)

175,000

8,454,250

Elan Corp. PLC sponsored ADR (a)

250,022

5,215,459

Johnson & Johnson

700,027

45,410,751

Medicis Pharmaceutical Corp. Class A

200,000

3,938,000

Merck & Co., Inc.

375,000

14,231,250

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Pharmaceuticals - continued

Nexmed, Inc. (a)

1,750,000

$ 2,345,000

Schering-Plough Corp.

750,000

10,807,500

90,402,210

TOTAL HEALTH CARE

282,198,164

INDUSTRIALS - 14.0%

Aerospace & Defense - 1.1%

General Dynamics Corp.

75,000

6,252,750

Honeywell International, Inc.

375,000

21,157,500

27,410,250

Air Freight & Logistics - 1.1%

C.H. Robinson Worldwide, Inc.

80,017

4,352,925

United Parcel Service, Inc. Class B

300,000

21,906,000

26,258,925

Airlines - 0.2%

Ryanair Holdings PLC sponsored ADR (a)

175,000

4,949,000

Building Products - 0.2%

Universal Forest Products, Inc.

150,000

4,830,000

Commercial Services & Supplies - 2.6%

Allied Waste Industries, Inc. (a)

500,000

5,405,000

Corporate Executive Board Co.

225,000

9,108,000

CoStar Group, Inc. (a)

249,985

10,749,355

Equifax, Inc.

225,000

7,758,000

Healthcare Services Group, Inc.

725,000

14,964,000

Intertek Group PLC

150,000

3,071,619

Manpower, Inc.

100,000

5,626,000

Robert Half International, Inc.

299,980

7,721,485

64,403,459

Construction & Engineering - 0.5%

Abengoa SA

50,000

1,787,764

Chicago Bridge & Iron Co. NV (NY Shares)

150,000

5,886,000

Shaw Group, Inc. (a)

100,000

4,714,000

12,387,764

Electrical Equipment - 5.1%

ABB Ltd. sponsored ADR

225,000

6,057,000

Evergreen Solar, Inc. (a)(e)

2,750,000

25,492,500

Q-Cells AG (a)(e)

237,500

23,567,314

Renewable Energy Corp. AS (a)(e)

850,000

23,700,126

SolarWorld AG (e)

450,000

21,431,863

Suntech Power Holdings Co. Ltd. sponsored ADR (a)(e)

525,000

21,294,000

Toyo Tanso Co. Ltd.

15,000

1,410,180

122,952,983

Industrial Conglomerates - 2.4%

General Electric Co.

1,550,000

57,365,500

Shares

Value

Machinery - 0.5%

Spire Corp. (a)

125,000

$ 1,920,000

Terex Corp. (a)

175,000

10,937,500

12,857,500

Road & Rail - 0.3%

Ryder System, Inc.

125,000

7,613,750

TOTAL INDUSTRIALS

341,029,131

INFORMATION TECHNOLOGY - 21.0%

Communications Equipment - 5.5%

Cisco Systems, Inc. (a)

2,350,000

56,611,500

Corning, Inc.

2,100,000

50,484,000

Foxconn International Holdings Ltd. (a)

4,000,000

5,396,515

Harris Corp.

100,000

4,853,000

Infinera Corp.

169,500

2,034,000

Juniper Networks, Inc. (a)

150,000

3,750,000

Nice Systems Ltd. sponsored ADR (a)

400,000

11,288,000

Riverbed Technology, Inc. (a)

75,000

1,114,500

135,531,515

Computers & Peripherals - 1.9%

Apple, Inc. (a)

125,000

17,937,500

Hewlett-Packard Co.

450,000

20,547,000

NetApp, Inc. (a)

400,000

8,020,000

46,504,500

Electronic Equipment & Instruments - 2.7%

Acacia Research Corp. - Acacia Technologies (a)

1,499,100

8,619,825

Arrow Electronics, Inc. (a)

150,000

5,047,500

Comverge, Inc. (e)

400,000

4,132,000

Everlight Electronics Co. Ltd.

1,749,960

5,931,677

Hon Hai Precision Industry Co. Ltd. (Foxconn)

2,250,000

12,883,799

Ingram Micro, Inc. Class A (a)

341,200

5,401,196

Itron, Inc. (a)

55,000

4,962,650

Motech Industries, Inc.

2,199,630

15,092,732

Universal Display Corp. (a)

200,000

2,864,000

64,935,379

Internet Software & Services - 2.5%

Akamai Technologies, Inc. (a)

225,000

6,336,000

Equinix, Inc. (a)

100,000

6,649,000

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

70,000

30,832,900

Omniture, Inc. (a)

150,000

3,481,500

SAVVIS, Inc. (a)

475,000

7,728,250

Terremark Worldwide, Inc. (a)

1,000,019

5,480,104

60,507,754

IT Services - 2.6%

Cognizant Technology Solutions Corp. Class A (a)

600,000

17,298,000

MasterCard, Inc. Class A

20,000

4,459,800

Paychex, Inc.

850,000

29,121,000

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

IT Services - continued

The Western Union Co.

400,000

$ 8,508,000

Visa, Inc.

75,000

4,677,000

64,063,800

Semiconductors & Semiconductor Equipment - 4.3%

ARM Holdings PLC sponsored ADR

2,000,000

10,540,000

ASML Holding NV (NY Shares)

400,000

9,924,000

Broadcom Corp. Class A (a)

450,000

8,671,500

Intel Corp.

1,600,000

33,888,000

Lam Research Corp. (a)

175,000

6,688,500

National Semiconductor Corp.

1,000,020

18,320,366

NVIDIA Corp. (a)

150,000

2,968,500

Richtek Technology Corp.

500,000

3,981,966

Siliconware Precision Industries Co. Ltd. sponsored ADR

450,000

3,780,000

Taiwan Semiconductor Manufacturing Co. Ltd.

2,499,995

5,191,354

103,954,186

Software - 1.5%

Adobe Systems, Inc. (a)

325,000

11,566,750

Microsoft Corp.

200,000

5,676,000

Nintendo Co. Ltd.

15,000

7,847,676

Quality Systems, Inc. (e)

350,000

10,454,500

Salesforce.com, Inc. (a)

25,000

1,446,750

36,991,676

TOTAL INFORMATION TECHNOLOGY

512,488,810

MATERIALS - 2.1%

Chemicals - 1.7%

Airgas, Inc.

75,000

3,410,250

Monsanto Co.

125,000

13,937,500

Tokuyama Corp.

1,250,000

9,179,385

Wacker Chemie AG

50,000

10,243,535

Zoltek Companies, Inc. (a)(e)

200,000

5,304,000

42,074,670

Metals & Mining - 0.4%

ArcelorMittal SA (NY Reg.) Class A

100,000

8,180,000

Timminco Ltd. (a)

100,000

2,376,778

10,556,778

TOTAL MATERIALS

52,631,448

TELECOMMUNICATION SERVICES - 3.2%

Diversified Telecommunication Services - 2.6%

AT&T, Inc.

600,000

22,980,000

Verizon Communications, Inc.

1,100,000

40,095,000

63,075,000

Shares

Value

Wireless Telecommunication Services - 0.6%

America Movil SAB de CV Series L sponsored ADR

100,000

$ 6,369,000

Bharti Airtel Ltd. (a)

225,000

4,644,173

Sistema JSFC sponsored GDR

125,000

4,012,500

15,025,673

TOTAL TELECOMMUNICATION SERVICES

78,100,673

UTILITIES - 3.2%

Electric Utilities - 1.8%

Entergy Corp.

100,000

10,908,000

Exelon Corp.

250,000

20,317,500

Great Plains Energy, Inc.

200,000

4,930,000

PPL Corp.

150,000

6,888,000

43,043,500

Independent Power Producers & Energy Traders - 1.2%

AES Corp. (a)

350,000

5,834,500

Clipper Windpower PLC (a)(f)

978,496

9,911,769

NRG Energy, Inc. (a)

325,000

12,671,750

28,418,019

Multi-Utilities - 0.2%

Public Service Enterprise Group, Inc.

150,000

6,028,500

TOTAL UTILITIES

77,490,019

TOTAL COMMON STOCKS

(Cost $2,740,783,294)

2,405,584,574

Convertible Bonds - 0.0%

Principal Amount

UTILITIES - 0.0%

Independent Power Producers & Energy Traders - 0.0%

Calpine Corp. 7.75% 6/1/15 (d)
(Cost $1,315,064)

$ 2,950,000

334,280

Money Market Funds - 7.0%

Shares

Fidelity Cash Central Fund, 2.69% (b)

55,710,759

55,710,759

Fidelity Securities Lending Cash Central Fund, 2.84% (b)(c)

115,496,855

115,496,855

TOTAL MONEY MARKET FUNDS

(Cost $171,207,614)

171,207,614

Cash Equivalents - 0.2%

Maturity Amount

Value

Investments in repurchase agreements in a joint trading account at 1.44%, dated 3/31/08 due 4/1/08 (Collateralized by U.S. Treasury Obligations) #
(Cost $3,056,000)

$ 3,056,122

$ 3,056,000

TOTAL INVESTMENT PORTFOLIO - 105.9%

(Cost $2,916,361,972)

2,580,182,468

NET OTHER ASSETS - (5.9)%

(142,961,291)

NET ASSETS - 100%

$ 2,437,221,177

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) Non-income producing - Issuer is in default.

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

(f) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

# Additional Information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement / Counterparty

Value

$3,056,000 due 4/01/08 at 1.44%

Banc of America Securities LLC

$ 550,571

Barclays Capital, Inc.

1,009,131

Lehman Brothers, Inc.

1,496,298

$ 3,056,000

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 1,998,595

Fidelity Securities Lending Cash Central Fund

1,635,617

Total

$ 3,634,212

Other Information

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

United States of America

79.0%

Germany

2.3%

Switzerland

2.2%

Taiwan

2.0%

United Kingdom

1.7%

Cayman Islands

1.6%

Netherlands Antilles

1.4%

Canada

1.4%

Russia

1.3%

Norway

1.3%

Others (individually less than 1%)

5.8%

100.0%

Income Tax Information

At September 30, 2007, the fund had a capital loss carryforward of approximately $101,274,077 all of which will expire on September 30, 2011.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

March 31, 2008 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $111,993,388 and repurchase agreements of $3,056,000) - See accompanying schedule:

Unaffiliated issuers (cost $2,745,154,358)

$ 2,408,974,854

Fidelity Central Funds (cost $171,207,614)

171,207,614

Total Investments (cost $2,916,361,972)

$ 2,580,182,468

Cash

291

Receivable for investments sold

13,336,554

Receivable for fund shares sold

217,658

Dividends receivable

1,854,904

Distributions receivable from Fidelity Central Funds

476,881

Prepaid expenses

7,326

Other receivables

191,035

Total assets

2,596,267,117

Liabilities

Payable for investments purchased

Regular delivery

$ 37,436,533

Delayed delivery

1,903,721

Payable for fund shares redeemed

2,998,053

Accrued management fee

866,977

Distribution fees payable

44,676

Other affiliated payables

121,787

Other payables and accrued expenses

177,338

Collateral on securities loaned, at value

115,496,855

Total liabilities

159,045,940

Net Assets

$ 2,437,221,177

Net Assets consist of:

Paid in capital

$ 2,887,022,213

Undistributed net investment income

8,385,957

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

(122,037,380)

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

(336,149,613)

Net Assets

$ 2,437,221,177

Statement of Assets and Liabilities - continued

March 31, 2008 (Unaudited)

Class O:
Net Asset Value, offering price and redemption price per share ($2,235,483,892 ÷ 155,206,204 shares)

$ 14.40

Class A:
Net Asset Value and redemption price per share ($156,280,885 ÷ 11,061,940 shares)

$ 14.13

Maximum offering price per share (100/94.25 of $14.13)

$ 14.99

Class T:
Net Asset Value and redemption price per share ($19,909,525 ÷ 1,419,930 shares)

$ 14.02

Maximum offering price per share (100/96.50 of $14.02)

$ 14.53

Class B:
Net Asset Value and offering price per share ($1,096,929 ÷ 78,747 shares)A

$ 13.93

Class C:
Net Asset Value and offering price per share ($3,642,643 ÷ 261,492 shares)A

$ 13.93

Institutional Class:
Net Asset Value, offering price and redemption price per share ($20,807,303 ÷ 1,432,834 shares)

$ 14.52

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, 2008 (Unaudited)

Investment Income

Dividends

$ 19,589,787

Interest

96,332

Income from Fidelity Central Funds (including $1,635,617 from security lending)

3,634,212

Total income

23,320,331

Expenses

Management fee

$ 5,969,557

Transfer agent fees

306,567

Distribution fees

301,285

Accounting and security lending fees

475,429

Custodian fees and expenses

137,659

Independent trustees' compensation

5,885

Appreciation in deferred trustee compensation account

13

Registration fees

26,699

Audit

38,200

Legal

13,904

Miscellaneous

25,574

Total expenses before reductions

7,300,772

Expense reductions

(78,851)

7,221,921

Net investment income (loss)

16,098,410

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers (net of foreign taxes of $104,790)

(14,265,098)

Foreign currency transactions

136,164

Total net realized gain (loss)

(14,128,934)

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $435,917)

(502,879,642)

Assets and liabilities in foreign currencies

(39,939)

Total change in net unrealized appreciation (depreciation)

(502,919,581)

Net gain (loss)

(517,048,515)

Net increase (decrease) in net assets resulting from operations

$ (500,950,105)

Statement of Changes in Net Assets

Six months ended March 31, 2008 (Unaudited)

Year ended
September 30,
2007

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 16,098,410

$ 29,562,750

Net realized gain (loss)

(14,128,934)

549,424,345

Change in net unrealized appreciation (depreciation)

(502,919,581)

(5,640,666)

Net increase (decrease) in net assets resulting from operations

(500,950,105)

573,346,429

Distributions to shareholders from net investment income

(29,097,092)

(30,072,413)

Share transactions - net increase (decrease)

(168,742,336)

(1,049,322,859)

Total increase (decrease) in net assets

(698,789,533)

(506,048,843)

Net Assets

Beginning of period

3,136,010,710

3,642,059,553

End of period (including undistributed net investment income of $8,385,957 and undistributed net investment income
of $22,785,930, respectively)

$ 2,437,221,177

$ 3,136,010,710

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

Semiannual Report

Financial Highlights - Class O

Six months ended March 31, 2008

Years ended September 30,

(Unaudited)

2007

2006

2005

2004

2003

Selected Per-Share Data

Net asset value, beginning of period

$ 17.44

$ 14.82

$ 13.51

$ 11.85

$ 11.06

$ 9.31

Income from Investment Operations

Net investment income (loss) E

.10

.15

.13

.16 H

.10

.09

Net realized and unrealized gain (loss)

(2.97)

2.62

1.29

1.66

.78

1.75

Total from investment operations

(2.87)

2.77

1.42

1.82

.88

1.84

Distributions from net investment income

(.17)

(.15)

(.11)

(.16)

(.09)

(.09)

Net asset value, end of period

$ 14.40

$ 17.44

$ 14.82

$ 13.51

$ 11.85

$ 11.06

Total Return B,C,D

(16.58)%

18.83%

10.55%

15.46%

7.96%

19.88%

Ratios to Average Net Assets F,I

Expenses before reductions

.48% A

.49%

.49%

.49%

.49%

.49%

Expenses net of fee waivers, if any

.48% A

.49%

.49%

.49%

.49%

.49%

Expenses net of all reductions

.48% A

.48%

.48%

.44%

.47%

.46%

Net investment income (loss)

1.18% A

.95%

.90%

1.27% H

.79%

.85%

Supplemental Data

Net assets, end of period (000 omitted)

$ 2,235,484

$ 2,878,127

$ 2,915,932

$ 2,988,758

$ 3,099,403

$ 3,144,123

Portfolio turnover rate G

114% A

148%

66%

130%

52%

71%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

H 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%.

I 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, 2008

Years ended September 30,

(Unaudited)

2007

2006

2005 L

2004

2003

Selected Per-Share Data

Net asset value, beginning of period

$ 17.07

$ 14.53

$ 13.24

$ 11.62

$ 10.87

$ 9.16

Income from Investment Operations

Net investment income (loss) F

.06

.08

.06

.08 I

- K

- K

Net realized and unrealized gain (loss)

(2.89)

2.56

1.28

1.62

.77

1.73

Total from investment operations

(2.83)

2.64

1.34

1.70

.77

1.73

Distributions from net investment income

(.11)

(.10)

(.05)

(.08)

(.02)

(.02)

Net asset value, end of period

$ 14.13

$ 17.07

$ 14.53

$ 13.24

$ 11.62

$ 10.87

Total Return B,C,D,E

(16.68)%

18.25%

10.13%

14.68%

7.08%

18.91%

Ratios to Average Net Assets G,J

Expenses before reductions

.89%A

.91%

.95%

1.09%

1.29%

1.36%

Expenses net of fee waivers, if any

.89%A

.91%

.95%

1.08%

1.29%

1.36%

Expenses net of all reductions

.88%A

.90%

.94%

1.03%

1.27%

1.32%

Net investment income (loss)

.78%A

.52%

.44%

.67% I

-%

(.01)%

Supplemental Data

Net assets, end of period (000 omitted)

$ 156,281

$ 182,686

$ 130,332

$ 80,938

$ 52,741

$ 31,240

Portfolio turnover rate H

114%A

148%

66%

130%

52%

71%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

H Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

I 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%.

J 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.

K Amount represents less than $.01 per share.

L 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, 2008

Years ended September 30,

(Unaudited)

2007

2006

2005 H

Selected Per-Share Data

Net asset value, beginning of period

$ 16.91

$ 14.45

$ 13.24

$ 12.84

Income from Investment Operations

Net investment income (loss) E

.03

.03

.02

- J

Net realized and unrealized gain (loss)

(2.88)

2.54

1.27

.40

Total from investment operations

(2.85)

2.57

1.29

.40

Distributions from net investment income

(.04)

(.11)

(.08)

-

Net asset value, end of period

$ 14.02

$ 16.91

$ 14.45

$ 13.24

Total ReturnB,C,D

(16.88)%

17.90%

9.75%

3.12%

Ratios to Average Net AssetsF,I

Expenses before reductions

1.25% A

1.23%

1.25%

1.18% A

Expenses net of fee waivers, if any

1.25% A

1.23%

1.25%

1.18% A

Expenses net of all reductions

1.24% A

1.22%

1.24%

1.13% A

Net investment income (loss)

.42% A

.20%

.14%

(.04)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 19,910

$ 26,732

$ 12,646

$ 199

Portfolio turnover rate G

114% A

148%

66%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

H For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005.

I 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.

J Amount represents less than $.01 per share.

Financial Highlights - Class B

Six months ended March 31, 2008

Years ended September 30,

(Unaudited)

2007

2006

2005 H

Selected Per-Share Data

Net asset value, beginning of period

$ 16.80

$ 14.38

$ 13.22

$ 12.84

Income from Investment Operations

Net investment income (loss) E

(.01)

(.06)

(.06)

(.02)

Net realized and unrealized gain (loss)

(2.86)

2.54

1.27

.40

Total from investment operations

(2.87)

2.48

1.21

.38

Distributions from net investment income

-

(.06)

(.05)

-

Net asset value, end of period

$ 13.93

$ 16.80

$ 14.38

$ 13.22

Total Return B,C,D

(17.08)%

17.26%

9.19%

2.96%

Ratios to Average Net Assets F,I

Expenses before reductions

1.78% A

1.81%

1.82%

1.72%A

Expenses net of fee waivers, if any

1.78% A

1.81%

1.82%

1.72%A

Expenses net of all reductions

1.78% A

1.80%

1.81%

1.67%A

Net investment income (loss)

(.11)% A

(.37)%

(.42)%

(.59)%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 1,097

$ 1,356

$ 909

$ 106

Portfolio turnover rate G

114%A

148%

66%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

H For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005.

I 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, 2008

Years ended September 30,

(Unaudited)

2007

2006

2005 H

Selected Per-Share Data

Net asset value, beginning of period

$ 16.80

$ 14.37

$ 13.22

$ 12.84

Income from Investment Operations

Net investment income (loss) E

(.01)

(.06)

(.06)

(.02)

Net realized and unrealized gain (loss)

(2.86)

2.54

1.28

.40

Total from investment operations

(2.87)

2.48

1.22

.38

Distributions from net investment income

-

(.05)

(.07)

-

Net asset value, end of period

$ 13.93

$ 16.80

$ 14.37

$ 13.22

Total Return B,C,D

(17.08)%

17.31%

9.20%

2.96%

Ratios to Average Net Assets F,I

Expenses before reductions

1.78% A

1.79%

1.84%

1.69% A

Expenses net of fee waivers, if any

1.78% A

1.79%

1.84%

1.69% A

Expenses net of all reductions

1.77% A

1.78%

1.84%

1.64% A

Net investment income (loss)

(.11)% A

(.36)%

(.45)%

(.56)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 3,643

$ 4,897

$ 2,758

$ 103

Portfolio turnover rate G

114% A

148%

66%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

H For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005.

I 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, 2008

Years ended September 30,

(Unaudited)

2007

2006

2005 G

Selected Per-Share Data

Net asset value, beginning of period

$ 17.56

$ 14.77

$ 13.50

$ 13.08

Income from Investment Operations

Net investment income (loss) D

.08

.12

.09

.01

Net realized and unrealized gain (loss)

(2.99)

2.67

1.29

.41

Total from investment operations

(2.91)

2.79

1.38

.42

Distributions from net investment income

(.13)

-

(.11)

-

Net asset value, end of period

$ 14.52

$ 17.56

$ 14.77

$ 13.50

Total Return B,C

(16.65)%

18.89%

10.26%

3.21%

Ratios to Average Net Assets E,H

Expenses before reductions

.68% A

.65%

.77%

.69% A

Expenses net of fee waivers, if any

.68% A

.65%

.77%

.69% A

Expenses net of all reductions

.68% A

.64%

.76%

.64% A

Net investment income (loss)

.98% A

.78%

.62%

.41% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 20,807

$ 42,212

$ 579,483

$ 103

Portfolio turnover rate F

114% A

148%

66%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005.

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. 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, 2008 (Unaudited)

1. Organization.

Fidelity Advisor Diversified Stock Fund (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 (formerly Class N), 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.

On September 29, 2006, the President signed into law the Military Personnel Financial Services Protection Act (the "Act") which prohibits the issuance or sale of new periodic payment plans, such as the Destiny Plans. Effective October 27, 2006, shares of Class A and Class O will no longer be offered to the general public through Fidelity Systematic Investment Plans. The Act does not alter the rights or obligations, including rights of redemption, of existing Destiny Planholders. Planholders can continue to contribute to existing Destiny Plans I: O and Destiny Plans I: N.

2. Investments in Fidelity Central Funds.

The Fund may invest in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

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

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the SEC's web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC's web site or upon request.

3. Significant Accounting Policies.

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. Actual results could differ from those estimates. 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 available dealer supplied prices. Investments in open-end mutual funds, including the Fidelity Central 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 cannot 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.

Semiannual Report

3. Significant Accounting Policies - continued

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. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV for processing shareholder transactions includes trades executed through the end of the prior business day. 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 distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are 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. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectibility of interest is reasonably assured.

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. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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 invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. The Fund is subject to the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Fund's federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service. 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, deferred trustees compensation, futures transactions, certain foreign taxes, partnerships, 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

$ 129,328,695

Unrealized depreciation

(481,769,385)

Net unrealized appreciation (depreciation)

$ (352,440,690)

Cost for federal income tax purposes

$ 2,932,623,158

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

New Accounting Pronouncement. In September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and results in expanded disclosures about fair value measurements.

4. 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.

Delayed Delivery Transactions and When-Issued Securities. The Fund may purchase or sell securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is marked-to-market daily and equivalent deliverable securities are held for the transaction. The value of the securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,554,151,575 and $1,656,279,954, respectively.

6. 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 .26% 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 .43% of the Fund's average net assets.

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

-%

.25%

$ 215,057

$ 16,098

Class T

.25%

.25%

58,400

-

Class B

.75%

.25%

6,239

4,679

Class C

.75%

.25%

21,589

2,875

$ 301,285

$ 23,652

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 and .25% for certain purchases of Class T shares.

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

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

Retained
by FDC

Class A

$ 6,571

Class T

918

Class B*

2,777

Class C*

172

$ 10,438

* 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 Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for Class O, Class A, Class T, Class B, Class C and Institutional Class. FIIOC 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. FIIOC does not receive a fee for Class O Destiny Plan accounts. In addition, FIIOC pays for typesetting, printing, and mailing of shareholder reports, except proxy statements. Prior to January 1, 2008, Fidelity Service Company, Inc. (FSC), also an affiliate of FMR was the transfer agent for Class O. For the period, the total transfer agent fees paid by each class were as follows:

Amount

% of
Average
Net Assets*

Class O

$ 89,846

.01

Class A

140,792

.16

Class T

31,890

.27

Class B

1,919

.31

Class C

6,600

.30

Institutional Class

35,520

.21

$ 306,567

* 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.

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 $19,243 for the period.

7. 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, which amounted to $3,696 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. 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 interest income from Fidelity Central Funds.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

9. Expense Reductions.

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 $71,231 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 $5,250. During the period, credits reduced each class' transfer agent expense as noted in the table below.

Transfer Agent
expense reduction

Class O

$ 1,058

Class A

1,172

Class T

137

Institutional Class

3

$ 2,370

10. 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.

In December 2006, the Independent Trustees, with the assistance of independent counsel, completed an investigation regarding gifts, gratuities and business entertainment provided by certain brokers to certain individuals who were employed on FMR's domestic equity trading desk during the period 2002 to 2004. The Independent Trustees and FMR agreed that, despite the absence of proof that the Fidelity mutual funds experienced diminished execution quality as a result of the improper receipt of gifts and business entertainment, the conduct at issue was serious and was worthy of redress. Accordingly, the Independent Trustees requested, and FMR agreed to make, a payment of $42 million plus accrued interest, which equaled approximately $7.3 million, to certain Fidelity mutual funds.

In March 2008, the Trustees approved a method for allocating this payment among the funds and, in total, FMR paid the fund $ 442,808, which is recorded in the accompanying Statement of Operations.

In a related administrative order dated March 5, 2008, the U.S. Securities and Exchange Commission ("SEC") announced a settlement with FMR and FMR Co., Inc. (an affiliate of FMR) involving the SEC's regulatory rules for investment advisers and the improper receipt of gifts, gratuities and business entertainment. Without admitting or denying the SEC's findings, FMR agreed to pay an $8 million civil penalty to the United States Treasury.

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
March 31,
2008

Year ended
September 30,
2007

From net investment income

Class O

$ 27,563,076

$ 28,900,136

Class A

1,168,332

976,377

Class T

63,471

177,927

Class B

-

5,391

Class C

-

12,582

Institutional Class

302,213

-

Total

$ 29,097,092

$ 30,072,413

Semiannual Report

12. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended March 31,
2008

Year ended
September 30,
2007

Six months ended March 31,
2008

Year ended
September 30,
2007

Class O

Shares sold

1,441,810

3,506,962

$ 23,118,501

$ 55,847,896

Reinvestment of distributions

1,406,128

1,573,620

23,327,681

24,375,356

Shares redeemed

(12,685,226)

(36,793,773)

(203,625,478)

(593,298,582)

Net increase (decrease)

(9,837,288)

(31,713,191)

$ (157,179,296)

$ (513,075,330)

Class A

Shares sold

1,092,606

3,127,611

$ 17,402,594

$ 48,834,750

Reinvestment of distributions

68,157

61,138

1,110,270

930,525

Shares redeemed

(797,961)

(1,462,015)

(12,377,104)

(23,133,989)

Net increase (decrease)

362,802

1,726,734

$ 6,135,760

$ 26,631,286

Class T

Shares sold

94,553

1,103,751

$ 1,451,127

$ 16,839,396

Reinvestment of distributions

3,888

11,601

62,953

175,291

Shares redeemed

(259,297)

(409,973)

(4,018,195)

(6,466,921)

Net increase (decrease)

(160,856)

705,379

$ (2,504,115)

$ 10,547,766

Class B

Shares sold

9,185

70,820

$ 144,419

$ 1,073,799

Reinvestment of distributions

-

325

-

4,907

Shares redeemed

(11,183)

(53,648)

(170,378)

(836,615)

Net increase (decrease)

(1,998)

17,497

$ (25,959)

$ 242,091

Class C

Shares sold

18,951

190,781

$ 287,731

$ 2,924,440

Reinvestment of distributions

-

771

-

11,622

Shares redeemed

(48,969)

(91,877)

(741,712)

(1,415,932)

Net increase (decrease)

(30,018)

99,675

$ (453,981)

$ 1,520,130

Institutional Class

Shares sold

24,229

2,418,447

$ 408,265

$ 36,833,323

Reinvestment of distributions

4,675

-

78,258

-

Shares redeemed

(1,000,148)

(39,238,416)

(15,201,268)

(612,022,125)

Net increase (decrease)

(971,244)

(36,819,969)

$ (14,714,745)

$ (575,188,802)

Semiannual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on April 16, 2008. The results of votes taken among shareholders on the 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 elect a Board of Trustees.A

# of
Votes

% of
Votes

James C. Curvey

Affirmative

7,301,245,402.99

95.180

Withheld

369,727,258.69

4.820

TOTAL

7,670,972,661.68

100.000

Dennis J. Dirks

Affirmative

7,315,162,274.23

95.362

Withheld

355,810,387.45

4.638

TOTAL

7,670,972,661.68

100.000

Edward C. Johnson 3d

Affirmative

7,279,566,042.90

94.898

Withheld

391,406,618.78

5.102

TOTAL

7,670,972,661.68

100.000

Alan J. Lacy

Affirmative

7,308,976,735.47

95.281

Withheld

361,995,926.21

4.719

TOTAL

7,670,972,661.68

100.000

Ned C. Lautenbach

Affirmative

7,311,645,783.73

95.316

Withheld

359,326,877.95

4.684

TOTAL

7,670,972,661.68

100.000

Joseph Mauriello

Affirmative

7,299,247,385.40

95.154

Withheld

371,725,276.28

4.846

TOTAL

7,670,972,661.68

100.000

Cornelia M. Small

Affirmative

7,304,074,583.68

95.217

Withheld

366,898,078.00

4.783

TOTAL

7,670,972,661.68

100.000

William S. Stavropoulos

Affirmative

7,288,328,101.58

95.012

Withheld

382,644,560.10

4.988

TOTAL

7,670,972,661.68

100.000

David M. Thomas

Affirmative

7,310,154,938.14

95.296

Withheld

360,817,723.54

4.704

TOTAL

7,670,972,661.68

100.000

Michael E. Wiley

Affirmative

7,291,195,796.49

95.049

Withheld

379,776,865.19

4.951

TOTAL

7,670,972,661.68

100.000

PROPOSAL 2

To amend the Declaration of Trust of Fidelity Destiny Portfolios to reduce the required quorum for future shareholder meetings.A

# of
Votes

% of
Votes

Affirmative

5,886,523,798.95

76.738

Against

1,431,969,592.63

18.667

Abstain

340,360,558.94

4.437

Broker Non-Votes

12,118,711.16

0.158

TOTAL

7,670,972,661.68

100.000

A Denotes trust-wide proposal and voting results.

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.
Fidelity Management & Research (U.K.) Inc.
Fidelity Research & Analysis Company
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 Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

State Street Bank and Trust Company
Boston, MA

DESIN-USAN-0508
1.791869.104

(Fidelity Investment logo)(registered trademark)

Fidelity Destiny® Portfolios:
Fidelity® Advisor
Diversified Stock Fund -
Class O

Semiannual Report

March 31, 2008

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

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>

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com (search for "proxy voting guidelines") or visit the Securities and Exchange Commission's (SEC) web site at http://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 LLC 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 holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com or http://www.advisor.fidelity.com, as applicable.

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

Chairman's Message

(Photograph of Edward C. Johnson 3d.)

Dear Shareholder:

Continuation of a credit squeeze, flat consumer spending and a potential recession weighed heavily on stocks in the opening months of 2008, though positive results in investment-grade bonds and money markets offered some comfort to investors. Financial markets are always unpredictable, but there are a number of time-tested principles that can put the historical odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There are tax advantages and cost benefits to consider as well. The more you sell, the more taxes you pay, and the more you trade, the higher the costs. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies

indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best-performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third investment principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces unconstructive "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or over the phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

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, 2007 to March 31, 2008).

Actual Expenses

The first line of the accompanying table 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. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table 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. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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, 2007

Ending
Account Value
March 31, 2008

Expenses Paid
During Period*
October 1, 2007 to
March 31, 2008

Class O

Actual

$ 1,000.00

$ 834.20

$ 2.20

HypotheticalA

$ 1,000.00

$ 1,022.60

$ 2.43

Class A

Actual

$ 1,000.00

$ 833.20

$ 4.08

HypotheticalA

$ 1,000.00

$ 1,020.55

$ 4.50

Class T

Actual

$ 1,000.00

$ 831.20

$ 5.72

HypotheticalA

$ 1,000.00

$ 1,018.75

$ 6.31

Class B

Actual

$ 1,000.00

$ 829.20

$ 8.14

HypotheticalA

$ 1,000.00

$ 1,016.10

$ 8.97

Class C

Actual

$ 1,000.00

$ 829.20

$ 8.14

HypotheticalA

$ 1,000.00

$ 1,016.10

$ 8.97

Institutional Class

Actual

$ 1,000.00

$ 833.50

$ 3.12

HypotheticalA

$ 1,000.00

$ 1,021.60

$ 3.44

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 183/366 (to reflect the one-half year period).

Annualized
Expense Ratio

Class O

.48%

Class A

.89%

Class T

1.25%

Class B

1.78%

Class C

1.78%

Institutional Class

.68%

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of March 31, 2008

% of fund's
net assets

% of fund's net assets
6 months ago

Exxon Mobil Corp.

3.5

1.0

American International Group, Inc.

2.6

2.9

General Electric Co.

2.4

3.3

Cisco Systems, Inc.

2.3

1.1

Corning, Inc.

2.1

1.2

Johnson & Johnson

1.9

1.5

Nestle SA (Reg.)

1.8

1.1

Procter & Gamble Co.

1.7

2.3

Verizon Communications, Inc.

1.7

1.3

JPMorgan Chase & Co.

1.6

1.5

21.6

Top Five Market Sectors as of March 31, 2008

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

21.0

19.4

Industrials

14.0

13.0

Financials

13.5

20.5

Energy

12.6

7.4

Health Care

11.6

12.5

Asset Allocation (% of fund's net assets)

As of March 31, 2008 *

As of September 30, 2007 **

Stocks 98.7%

Stocks 96.5%

Convertible
Securities 0.0%

Convertible
Securities 0.0%

Short-Term
Investments and
Net Other Assets 1.3%

Short-Term
Investments and
Net Other Assets 3.5%

*Foreign investments

21.0%

**Foreign investments

17.9%

Semiannual Report

Investments March 31, 2008 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.7%

Shares

Value

CONSUMER DISCRETIONARY - 8.5%

Distributors - 0.8%

Li & Fung Ltd.

5,000,000

$ 18,534,461

Hotels, Restaurants & Leisure - 0.2%

McCormick & Schmick's Seafood Restaurants (a)

394,608

4,597,183

Household Durables - 0.7%

KB Home (e)

275,000

6,800,750

Pulte Homes, Inc.

725,000

10,548,750

17,349,500

Internet & Catalog Retail - 0.3%

NutriSystem, Inc. (a)(e)

500,000

7,535,000

Leisure Equipment & Products - 0.3%

Brunswick Corp.

250,000

3,992,500

Eastman Kodak Co.

200,000

3,534,000

7,526,500

Media - 3.4%

Comcast Corp. Class A

900,000

17,406,000

DISH Network Corp. Class A (a)

125,000

3,591,250

New Frontier Media, Inc.

1,000,000

4,460,000

Playboy Enterprises, Inc. Class B (non-vtg.) (a)

900,046

7,497,383

The DIRECTV Group, Inc. (a)

300,000

7,437,000

The Walt Disney Co.

675,000

21,181,500

Time Warner, Inc.

1,550,000

21,731,000

83,304,133

Multiline Retail - 0.5%

Kohl's Corp. (a)

175,000

7,505,750

Macy's, Inc.

250,000

5,765,000

13,270,750

Specialty Retail - 1.9%

Charlotte Russe Holding, Inc. (a)

150,000

2,601,000

Citi Trends, Inc. (a)

400,000

7,380,000

Home Depot, Inc.

325,000

9,090,250

Staples, Inc.

675,000

14,924,250

The Men's Wearhouse, Inc.

200,000

4,654,000

Tween Brands, Inc. (a)

300,000

7,422,000

46,071,500

Textiles, Apparel & Luxury Goods - 0.4%

Crocs, Inc. (a)(e)

150,000

2,620,500

Under Armour, Inc. Class A (sub. vtg.) (a)(e)

175,000

6,405,000

9,025,500

TOTAL CONSUMER DISCRETIONARY

207,214,527

CONSUMER STAPLES - 9.0%

Beverages - 0.9%

InBev SA (e)

80,000

7,039,293

Shares

Value

Molson Coors Brewing Co. Class B

250,000

$ 13,142,500

SABMiller plc

125,000

2,738,265

22,920,058

Food & Staples Retailing - 2.4%

CVS Caremark Corp.

150,000

6,076,500

Sysco Corp.

550,000

15,961,000

United Natural Foods, Inc. (a)

850,000

15,903,500

Whole Foods Market, Inc. (e)

650,000

21,430,500

59,371,500

Food Products - 2.9%

Corn Products International, Inc.

200,000

7,428,000

Dean Foods Co.

125,000

2,511,250

Diamond Foods, Inc.

275,000

4,988,500

Marine Harvest ASA (a)

12,500,000

7,314,248

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

125,000

4,621,250

Nestle SA (Reg.)

85,000

42,472,184

69,335,432

Household Products - 2.2%

Energizer Holdings, Inc. (a)

140,000

12,667,200

Procter & Gamble Co.

600,000

42,042,000

54,709,200

Personal Products - 0.5%

Avon Products, Inc.

275,000

10,873,500

Tobacco - 0.1%

British American Tobacco PLC sponsored ADR

19,100

1,446,825

TOTAL CONSUMER STAPLES

218,656,515

ENERGY - 12.6%

Energy Equipment & Services - 3.6%

Atwood Oceanics, Inc. (a)

50,000

4,586,000

BJ Services Co.

300,000

8,553,000

Complete Production Services, Inc. (a)

115,786

2,656,131

ENSCO International, Inc.

125,000

7,827,500

Grey Wolf, Inc. (a)

1,000,000

6,780,000

ION Geophysical Corp. (a)

250,000

3,450,000

Key Energy Services, Inc. (a)

500,000

6,710,000

Nabors Industries Ltd. (a)

5,000

168,850

Noble Corp.

125,000

6,208,750

North American Energy Partners, Inc. (a)

425,000

6,519,502

Schlumberger Ltd. (NY Shares)

400,000

34,800,000

88,259,733

Oil, Gas & Consumable Fuels - 9.0%

Chesapeake Energy Corp.

350,000

16,152,500

Chevron Corp.

75,000

6,402,000

ConocoPhillips

350,000

26,673,500

Copano Energy LLC

75,000

2,564,250

EOG Resources, Inc.

75,000

9,000,000

Exxon Mobil Corp.

1,000,000

84,580,005

Lukoil Oil Co. sponsored ADR

150,000

12,870,000

Marathon Oil Corp.

125,000

5,700,000

Common Stocks - continued

Shares

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

OAO Gazprom sponsored ADR

200,000

$ 10,200,000

OJSC Rosneft unit

675,000

6,081,750

OPTI Canada, Inc. (a)

200,000

3,370,349

Petrobank Energy & Resources Ltd. (a)

50,000

2,274,498

Plains Exploration & Production Co. (a)

100,000

5,314,000

Suncor Energy, Inc.

100,000

9,663,939

Ultra Petroleum Corp. (a)

110,000

8,525,000

Valero Energy Corp.

175,000

8,594,250

217,966,041

TOTAL ENERGY

306,225,774

FINANCIALS - 13.5%

Capital Markets - 1.8%

Credit Suisse Group sponsored ADR

100,000

5,088,000

Goldman Sachs Group, Inc.

40,000

6,615,600

KKR Private Equity Investors, LP

825,000

10,188,750

Lehman Brothers Holdings, Inc.

600,000

22,584,000

44,476,350

Commercial Banks - 2.6%

Anglo Irish Bank Corp. plc

500,000

6,709,050

Erste Bank AG

125,000

8,100,191

M&T Bank Corp.

160,000

12,876,800

Sterling Bancshares, Inc.

350,000

3,479,000

UCBH Holdings, Inc.

200,000

1,552,000

Wachovia Corp.

1,150,000

31,050,000

63,767,041

Consumer Finance - 0.4%

American Express Co.

200,000

8,744,000

Diversified Financial Services - 4.6%

Bank of America Corp.

900,000

34,119,000

Bovespa Holding SA

400,000

5,413,722

CIT Group, Inc.

250,000

2,962,500

Citigroup, Inc.

1,200,000

25,704,000

Climate Exchange PLC (a)

150,000

5,509,270

JPMorgan Chase & Co.

903,300

38,796,735

112,505,227

Insurance - 3.4%

American International Group, Inc.

1,450,000

62,712,500

Hartford Financial Services Group, Inc.

100,000

7,577,000

RenaissanceRe Holdings Ltd.

125,000

6,488,750

W.R. Berkley Corp.

200,000

5,538,000

82,316,250

Thrifts & Mortgage Finance - 0.7%

Fannie Mae

350,000

9,212,000

Shares

Value

MGIC Investment Corp. (e)

310,800

$ 3,272,724

Radian Group, Inc. (e)

799,988

5,255,921

17,740,645

TOTAL FINANCIALS

329,549,513

HEALTH CARE - 11.6%

Biotechnology - 2.1%

Alkermes, Inc. (a)

400,000

4,752,000

Alnylam Pharmaceuticals, Inc. (a)

150,000

3,660,000

Amgen, Inc. (a)

525,000

21,934,500

Cephalon, Inc. (a)

55,000

3,542,000

Genentech, Inc. (a)

175,000

14,206,500

MannKind Corp. (a)(e)

500,000

2,985,000

51,080,000

Health Care Equipment & Supplies - 2.2%

Abiomed, Inc. (a)

300,000

3,942,000

Conceptus, Inc. (a)

650,000

12,064,000

Covidien Ltd.

150,000

6,637,500

Insulet Corp.

225,000

3,240,000

Inverness Medical Innovations, Inc. (a)

150,000

4,515,000

Medtronic, Inc.

250,000

12,092,500

Mindray Medical International Ltd. sponsored ADR

200,000

5,788,000

NxStage Medical, Inc. (a)

600,000

2,592,000

Sirona Dental Systems, Inc. (a)

100,000

2,697,000

53,568,000

Health Care Providers & Services - 3.1%

athenahealth, Inc. (e)

250,000

5,917,500

Emergency Medical Services Corp. Class A (a)

200,008

4,938,198

Henry Schein, Inc. (a)

100,000

5,740,000

Humana, Inc. (a)

50,000

2,243,000

Medco Health Solutions, Inc. (a)

275,000

12,042,250

Tenet Healthcare Corp. (a)

1,000,000

5,660,000

UnitedHealth Group, Inc.

900,022

30,924,756

VCA Antech, Inc. (a)

150,000

4,102,500

WellPoint, Inc. (a)

75,000

3,309,750

74,877,954

Life Sciences Tools & Services - 0.5%

Illumina, Inc. (a)

100,000

7,590,000

QIAGEN NV (a)

225,000

4,680,000

12,270,000

Pharmaceuticals - 3.7%

Barr Pharmaceuticals, Inc. (a)

175,000

8,454,250

Elan Corp. PLC sponsored ADR (a)

250,022

5,215,459

Johnson & Johnson

700,027

45,410,751

Medicis Pharmaceutical Corp. Class A

200,000

3,938,000

Merck & Co., Inc.

375,000

14,231,250

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Pharmaceuticals - continued

Nexmed, Inc. (a)

1,750,000

$ 2,345,000

Schering-Plough Corp.

750,000

10,807,500

90,402,210

TOTAL HEALTH CARE

282,198,164

INDUSTRIALS - 14.0%

Aerospace & Defense - 1.1%

General Dynamics Corp.

75,000

6,252,750

Honeywell International, Inc.

375,000

21,157,500

27,410,250

Air Freight & Logistics - 1.1%

C.H. Robinson Worldwide, Inc.

80,017

4,352,925

United Parcel Service, Inc. Class B

300,000

21,906,000

26,258,925

Airlines - 0.2%

Ryanair Holdings PLC sponsored ADR (a)

175,000

4,949,000

Building Products - 0.2%

Universal Forest Products, Inc.

150,000

4,830,000

Commercial Services & Supplies - 2.6%

Allied Waste Industries, Inc. (a)

500,000

5,405,000

Corporate Executive Board Co.

225,000

9,108,000

CoStar Group, Inc. (a)

249,985

10,749,355

Equifax, Inc.

225,000

7,758,000

Healthcare Services Group, Inc.

725,000

14,964,000

Intertek Group PLC

150,000

3,071,619

Manpower, Inc.

100,000

5,626,000

Robert Half International, Inc.

299,980

7,721,485

64,403,459

Construction & Engineering - 0.5%

Abengoa SA

50,000

1,787,764

Chicago Bridge & Iron Co. NV (NY Shares)

150,000

5,886,000

Shaw Group, Inc. (a)

100,000

4,714,000

12,387,764

Electrical Equipment - 5.1%

ABB Ltd. sponsored ADR

225,000

6,057,000

Evergreen Solar, Inc. (a)(e)

2,750,000

25,492,500

Q-Cells AG (a)(e)

237,500

23,567,314

Renewable Energy Corp. AS (a)(e)

850,000

23,700,126

SolarWorld AG (e)

450,000

21,431,863

Suntech Power Holdings Co. Ltd. sponsored ADR (a)(e)

525,000

21,294,000

Toyo Tanso Co. Ltd.

15,000

1,410,180

122,952,983

Industrial Conglomerates - 2.4%

General Electric Co.

1,550,000

57,365,500

Shares

Value

Machinery - 0.5%

Spire Corp. (a)

125,000

$ 1,920,000

Terex Corp. (a)

175,000

10,937,500

12,857,500

Road & Rail - 0.3%

Ryder System, Inc.

125,000

7,613,750

TOTAL INDUSTRIALS

341,029,131

INFORMATION TECHNOLOGY - 21.0%

Communications Equipment - 5.5%

Cisco Systems, Inc. (a)

2,350,000

56,611,500

Corning, Inc.

2,100,000

50,484,000

Foxconn International Holdings Ltd. (a)

4,000,000

5,396,515

Harris Corp.

100,000

4,853,000

Infinera Corp.

169,500

2,034,000

Juniper Networks, Inc. (a)

150,000

3,750,000

Nice Systems Ltd. sponsored ADR (a)

400,000

11,288,000

Riverbed Technology, Inc. (a)

75,000

1,114,500

135,531,515

Computers & Peripherals - 1.9%

Apple, Inc. (a)

125,000

17,937,500

Hewlett-Packard Co.

450,000

20,547,000

NetApp, Inc. (a)

400,000

8,020,000

46,504,500

Electronic Equipment & Instruments - 2.7%

Acacia Research Corp. - Acacia Technologies (a)

1,499,100

8,619,825

Arrow Electronics, Inc. (a)

150,000

5,047,500

Comverge, Inc. (e)

400,000

4,132,000

Everlight Electronics Co. Ltd.

1,749,960

5,931,677

Hon Hai Precision Industry Co. Ltd. (Foxconn)

2,250,000

12,883,799

Ingram Micro, Inc. Class A (a)

341,200

5,401,196

Itron, Inc. (a)

55,000

4,962,650

Motech Industries, Inc.

2,199,630

15,092,732

Universal Display Corp. (a)

200,000

2,864,000

64,935,379

Internet Software & Services - 2.5%

Akamai Technologies, Inc. (a)

225,000

6,336,000

Equinix, Inc. (a)

100,000

6,649,000

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

70,000

30,832,900

Omniture, Inc. (a)

150,000

3,481,500

SAVVIS, Inc. (a)

475,000

7,728,250

Terremark Worldwide, Inc. (a)

1,000,019

5,480,104

60,507,754

IT Services - 2.6%

Cognizant Technology Solutions Corp. Class A (a)

600,000

17,298,000

MasterCard, Inc. Class A

20,000

4,459,800

Paychex, Inc.

850,000

29,121,000

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

IT Services - continued

The Western Union Co.

400,000

$ 8,508,000

Visa, Inc.

75,000

4,677,000

64,063,800

Semiconductors & Semiconductor Equipment - 4.3%

ARM Holdings PLC sponsored ADR

2,000,000

10,540,000

ASML Holding NV (NY Shares)

400,000

9,924,000

Broadcom Corp. Class A (a)

450,000

8,671,500

Intel Corp.

1,600,000

33,888,000

Lam Research Corp. (a)

175,000

6,688,500

National Semiconductor Corp.

1,000,020

18,320,366

NVIDIA Corp. (a)

150,000

2,968,500

Richtek Technology Corp.

500,000

3,981,966

Siliconware Precision Industries Co. Ltd. sponsored ADR

450,000

3,780,000

Taiwan Semiconductor Manufacturing Co. Ltd.

2,499,995

5,191,354

103,954,186

Software - 1.5%

Adobe Systems, Inc. (a)

325,000

11,566,750

Microsoft Corp.

200,000

5,676,000

Nintendo Co. Ltd.

15,000

7,847,676

Quality Systems, Inc. (e)

350,000

10,454,500

Salesforce.com, Inc. (a)

25,000

1,446,750

36,991,676

TOTAL INFORMATION TECHNOLOGY

512,488,810

MATERIALS - 2.1%

Chemicals - 1.7%

Airgas, Inc.

75,000

3,410,250

Monsanto Co.

125,000

13,937,500

Tokuyama Corp.

1,250,000

9,179,385

Wacker Chemie AG

50,000

10,243,535

Zoltek Companies, Inc. (a)(e)

200,000

5,304,000

42,074,670

Metals & Mining - 0.4%

ArcelorMittal SA (NY Reg.) Class A

100,000

8,180,000

Timminco Ltd. (a)

100,000

2,376,778

10,556,778

TOTAL MATERIALS

52,631,448

TELECOMMUNICATION SERVICES - 3.2%

Diversified Telecommunication Services - 2.6%

AT&T, Inc.

600,000

22,980,000

Verizon Communications, Inc.

1,100,000

40,095,000

63,075,000

Shares

Value

Wireless Telecommunication Services - 0.6%

America Movil SAB de CV Series L sponsored ADR

100,000

$ 6,369,000

Bharti Airtel Ltd. (a)

225,000

4,644,173

Sistema JSFC sponsored GDR

125,000

4,012,500

15,025,673

TOTAL TELECOMMUNICATION SERVICES

78,100,673

UTILITIES - 3.2%

Electric Utilities - 1.8%

Entergy Corp.

100,000

10,908,000

Exelon Corp.

250,000

20,317,500

Great Plains Energy, Inc.

200,000

4,930,000

PPL Corp.

150,000

6,888,000

43,043,500

Independent Power Producers & Energy Traders - 1.2%

AES Corp. (a)

350,000

5,834,500

Clipper Windpower PLC (a)(f)

978,496

9,911,769

NRG Energy, Inc. (a)

325,000

12,671,750

28,418,019

Multi-Utilities - 0.2%

Public Service Enterprise Group, Inc.

150,000

6,028,500

TOTAL UTILITIES

77,490,019

TOTAL COMMON STOCKS

(Cost $2,740,783,294)

2,405,584,574

Convertible Bonds - 0.0%

Principal Amount

UTILITIES - 0.0%

Independent Power Producers & Energy Traders - 0.0%

Calpine Corp. 7.75% 6/1/15 (d)
(Cost $1,315,064)

$ 2,950,000

334,280

Money Market Funds - 7.0%

Shares

Fidelity Cash Central Fund, 2.69% (b)

55,710,759

55,710,759

Fidelity Securities Lending Cash Central Fund, 2.84% (b)(c)

115,496,855

115,496,855

TOTAL MONEY MARKET FUNDS

(Cost $171,207,614)

171,207,614

Cash Equivalents - 0.2%

Maturity Amount

Value

Investments in repurchase agreements in a joint trading account at 1.44%, dated 3/31/08 due 4/1/08 (Collateralized by U.S. Treasury Obligations) #
(Cost $3,056,000)

$ 3,056,122

$ 3,056,000

TOTAL INVESTMENT PORTFOLIO - 105.9%

(Cost $2,916,361,972)

2,580,182,468

NET OTHER ASSETS - (5.9)%

(142,961,291)

NET ASSETS - 100%

$ 2,437,221,177

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) Non-income producing - Issuer is in default.

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

(f) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

# Additional Information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement / Counterparty

Value

$3,056,000 due 4/01/08 at 1.44%

Banc of America Securities LLC

$ 550,571

Barclays Capital, Inc.

1,009,131

Lehman Brothers, Inc.

1,496,298

$ 3,056,000

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 1,998,595

Fidelity Securities Lending Cash Central Fund

1,635,617

Total

$ 3,634,212

Other Information

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

United States of America

79.0%

Germany

2.3%

Switzerland

2.2%

Taiwan

2.0%

United Kingdom

1.7%

Cayman Islands

1.6%

Netherlands Antilles

1.4%

Canada

1.4%

Russia

1.3%

Norway

1.3%

Others (individually less than 1%)

5.8%

100.0%

Income Tax Information

At September 30, 2007, the fund had a capital loss carryforward of approximately $101,274,077 all of which will expire on September 30, 2011.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

March 31, 2008 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $111,993,388 and repurchase agreements of $3,056,000) - See accompanying schedule:

Unaffiliated issuers (cost $2,745,154,358)

$ 2,408,974,854

Fidelity Central Funds (cost $171,207,614)

171,207,614

Total Investments (cost $2,916,361,972)

$ 2,580,182,468

Cash

291

Receivable for investments sold

13,336,554

Receivable for fund shares sold

217,658

Dividends receivable

1,854,904

Distributions receivable from Fidelity Central Funds

476,881

Prepaid expenses

7,326

Other receivables

191,035

Total assets

2,596,267,117

Liabilities

Payable for investments purchased

Regular delivery

$ 37,436,533

Delayed delivery

1,903,721

Payable for fund shares redeemed

2,998,053

Accrued management fee

866,977

Distribution fees payable

44,676

Other affiliated payables

121,787

Other payables and accrued expenses

177,338

Collateral on securities loaned, at value

115,496,855

Total liabilities

159,045,940

Net Assets

$ 2,437,221,177

Net Assets consist of:

Paid in capital

$ 2,887,022,213

Undistributed net investment income

8,385,957

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

(122,037,380)

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

(336,149,613)

Net Assets

$ 2,437,221,177

Statement of Assets and Liabilities - continued

March 31, 2008 (Unaudited)

Class O:
Net Asset Value, offering price and redemption price per share ($2,235,483,892 ÷ 155,206,204 shares)

$ 14.40

Class A:
Net Asset Value and redemption price per share ($156,280,885 ÷ 11,061,940 shares)

$ 14.13

Maximum offering price per share (100/94.25 of $14.13)

$ 14.99

Class T:
Net Asset Value and redemption price per share ($19,909,525 ÷ 1,419,930 shares)

$ 14.02

Maximum offering price per share (100/96.50 of $14.02)

$ 14.53

Class B:
Net Asset Value and offering price per share ($1,096,929 ÷ 78,747 shares)A

$ 13.93

Class C:
Net Asset Value and offering price per share ($3,642,643 ÷ 261,492 shares)A

$ 13.93

Institutional Class:
Net Asset Value, offering price and redemption price per share ($20,807,303 ÷ 1,432,834 shares)

$ 14.52

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, 2008 (Unaudited)

Investment Income

Dividends

$ 19,589,787

Interest

96,332

Income from Fidelity Central Funds (including $1,635,617 from security lending)

3,634,212

Total income

23,320,331

Expenses

Management fee

$ 5,969,557

Transfer agent fees

306,567

Distribution fees

301,285

Accounting and security lending fees

475,429

Custodian fees and expenses

137,659

Independent trustees' compensation

5,885

Appreciation in deferred trustee compensation account

13

Registration fees

26,699

Audit

38,200

Legal

13,904

Miscellaneous

25,574

Total expenses before reductions

7,300,772

Expense reductions

(78,851)

7,221,921

Net investment income (loss)

16,098,410

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers (net of foreign taxes of $104,790)

(14,265,098)

Foreign currency transactions

136,164

Total net realized gain (loss)

(14,128,934)

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $435,917)

(502,879,642)

Assets and liabilities in foreign currencies

(39,939)

Total change in net unrealized appreciation (depreciation)

(502,919,581)

Net gain (loss)

(517,048,515)

Net increase (decrease) in net assets resulting from operations

$ (500,950,105)

Statement of Changes in Net Assets

Six months ended March 31, 2008 (Unaudited)

Year ended
September 30,
2007

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 16,098,410

$ 29,562,750

Net realized gain (loss)

(14,128,934)

549,424,345

Change in net unrealized appreciation (depreciation)

(502,919,581)

(5,640,666)

Net increase (decrease) in net assets resulting from operations

(500,950,105)

573,346,429

Distributions to shareholders from net investment income

(29,097,092)

(30,072,413)

Share transactions - net increase (decrease)

(168,742,336)

(1,049,322,859)

Total increase (decrease) in net assets

(698,789,533)

(506,048,843)

Net Assets

Beginning of period

3,136,010,710

3,642,059,553

End of period (including undistributed net investment income of $8,385,957 and undistributed net investment income
of $22,785,930, respectively)

$ 2,437,221,177

$ 3,136,010,710

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

Semiannual Report

Financial Highlights - Class O

Six months ended March 31, 2008

Years ended September 30,

(Unaudited)

2007

2006

2005

2004

2003

Selected Per-Share Data

Net asset value, beginning of period

$ 17.44

$ 14.82

$ 13.51

$ 11.85

$ 11.06

$ 9.31

Income from Investment Operations

Net investment income (loss) E

.10

.15

.13

.16 H

.10

.09

Net realized and unrealized gain (loss)

(2.97)

2.62

1.29

1.66

.78

1.75

Total from investment operations

(2.87)

2.77

1.42

1.82

.88

1.84

Distributions from net investment income

(.17)

(.15)

(.11)

(.16)

(.09)

(.09)

Net asset value, end of period

$ 14.40

$ 17.44

$ 14.82

$ 13.51

$ 11.85

$ 11.06

Total Return B,C,D

(16.58)%

18.83%

10.55%

15.46%

7.96%

19.88%

Ratios to Average Net Assets F,I

Expenses before reductions

.48% A

.49%

.49%

.49%

.49%

.49%

Expenses net of fee waivers, if any

.48% A

.49%

.49%

.49%

.49%

.49%

Expenses net of all reductions

.48% A

.48%

.48%

.44%

.47%

.46%

Net investment income (loss)

1.18% A

.95%

.90%

1.27% H

.79%

.85%

Supplemental Data

Net assets, end of period (000 omitted)

$ 2,235,484

$ 2,878,127

$ 2,915,932

$ 2,988,758

$ 3,099,403

$ 3,144,123

Portfolio turnover rate G

114% A

148%

66%

130%

52%

71%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

H 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%.

I 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, 2008

Years ended September 30,

(Unaudited)

2007

2006

2005 L

2004

2003

Selected Per-Share Data

Net asset value, beginning of period

$ 17.07

$ 14.53

$ 13.24

$ 11.62

$ 10.87

$ 9.16

Income from Investment Operations

Net investment income (loss) F

.06

.08

.06

.08 I

- K

- K

Net realized and unrealized gain (loss)

(2.89)

2.56

1.28

1.62

.77

1.73

Total from investment operations

(2.83)

2.64

1.34

1.70

.77

1.73

Distributions from net investment income

(.11)

(.10)

(.05)

(.08)

(.02)

(.02)

Net asset value, end of period

$ 14.13

$ 17.07

$ 14.53

$ 13.24

$ 11.62

$ 10.87

Total Return B,C,D,E

(16.68)%

18.25%

10.13%

14.68%

7.08%

18.91%

Ratios to Average Net Assets G,J

Expenses before reductions

.89%A

.91%

.95%

1.09%

1.29%

1.36%

Expenses net of fee waivers, if any

.89%A

.91%

.95%

1.08%

1.29%

1.36%

Expenses net of all reductions

.88%A

.90%

.94%

1.03%

1.27%

1.32%

Net investment income (loss)

.78%A

.52%

.44%

.67% I

-%

(.01)%

Supplemental Data

Net assets, end of period (000 omitted)

$ 156,281

$ 182,686

$ 130,332

$ 80,938

$ 52,741

$ 31,240

Portfolio turnover rate H

114%A

148%

66%

130%

52%

71%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

H Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

I 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%.

J 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.

K Amount represents less than $.01 per share.

L 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, 2008

Years ended September 30,

(Unaudited)

2007

2006

2005 H

Selected Per-Share Data

Net asset value, beginning of period

$ 16.91

$ 14.45

$ 13.24

$ 12.84

Income from Investment Operations

Net investment income (loss) E

.03

.03

.02

- J

Net realized and unrealized gain (loss)

(2.88)

2.54

1.27

.40

Total from investment operations

(2.85)

2.57

1.29

.40

Distributions from net investment income

(.04)

(.11)

(.08)

-

Net asset value, end of period

$ 14.02

$ 16.91

$ 14.45

$ 13.24

Total ReturnB,C,D

(16.88)%

17.90%

9.75%

3.12%

Ratios to Average Net AssetsF,I

Expenses before reductions

1.25% A

1.23%

1.25%

1.18% A

Expenses net of fee waivers, if any

1.25% A

1.23%

1.25%

1.18% A

Expenses net of all reductions

1.24% A

1.22%

1.24%

1.13% A

Net investment income (loss)

.42% A

.20%

.14%

(.04)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 19,910

$ 26,732

$ 12,646

$ 199

Portfolio turnover rate G

114% A

148%

66%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

H For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005.

I 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.

J Amount represents less than $.01 per share.

Financial Highlights - Class B

Six months ended March 31, 2008

Years ended September 30,

(Unaudited)

2007

2006

2005 H

Selected Per-Share Data

Net asset value, beginning of period

$ 16.80

$ 14.38

$ 13.22

$ 12.84

Income from Investment Operations

Net investment income (loss) E

(.01)

(.06)

(.06)

(.02)

Net realized and unrealized gain (loss)

(2.86)

2.54

1.27

.40

Total from investment operations

(2.87)

2.48

1.21

.38

Distributions from net investment income

-

(.06)

(.05)

-

Net asset value, end of period

$ 13.93

$ 16.80

$ 14.38

$ 13.22

Total Return B,C,D

(17.08)%

17.26%

9.19%

2.96%

Ratios to Average Net Assets F,I

Expenses before reductions

1.78% A

1.81%

1.82%

1.72%A

Expenses net of fee waivers, if any

1.78% A

1.81%

1.82%

1.72%A

Expenses net of all reductions

1.78% A

1.80%

1.81%

1.67%A

Net investment income (loss)

(.11)% A

(.37)%

(.42)%

(.59)%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 1,097

$ 1,356

$ 909

$ 106

Portfolio turnover rate G

114%A

148%

66%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

H For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005.

I 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, 2008

Years ended September 30,

(Unaudited)

2007

2006

2005 H

Selected Per-Share Data

Net asset value, beginning of period

$ 16.80

$ 14.37

$ 13.22

$ 12.84

Income from Investment Operations

Net investment income (loss) E

(.01)

(.06)

(.06)

(.02)

Net realized and unrealized gain (loss)

(2.86)

2.54

1.28

.40

Total from investment operations

(2.87)

2.48

1.22

.38

Distributions from net investment income

-

(.05)

(.07)

-

Net asset value, end of period

$ 13.93

$ 16.80

$ 14.37

$ 13.22

Total Return B,C,D

(17.08)%

17.31%

9.20%

2.96%

Ratios to Average Net Assets F,I

Expenses before reductions

1.78% A

1.79%

1.84%

1.69% A

Expenses net of fee waivers, if any

1.78% A

1.79%

1.84%

1.69% A

Expenses net of all reductions

1.77% A

1.78%

1.84%

1.64% A

Net investment income (loss)

(.11)% A

(.36)%

(.45)%

(.56)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 3,643

$ 4,897

$ 2,758

$ 103

Portfolio turnover rate G

114% A

148%

66%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

H For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005.

I 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, 2008

Years ended September 30,

(Unaudited)

2007

2006

2005 G

Selected Per-Share Data

Net asset value, beginning of period

$ 17.56

$ 14.77

$ 13.50

$ 13.08

Income from Investment Operations

Net investment income (loss) D

.08

.12

.09

.01

Net realized and unrealized gain (loss)

(2.99)

2.67

1.29

.41

Total from investment operations

(2.91)

2.79

1.38

.42

Distributions from net investment income

(.13)

-

(.11)

-

Net asset value, end of period

$ 14.52

$ 17.56

$ 14.77

$ 13.50

Total Return B,C

(16.65)%

18.89%

10.26%

3.21%

Ratios to Average Net Assets E,H

Expenses before reductions

.68% A

.65%

.77%

.69% A

Expenses net of fee waivers, if any

.68% A

.65%

.77%

.69% A

Expenses net of all reductions

.68% A

.64%

.76%

.64% A

Net investment income (loss)

.98% A

.78%

.62%

.41% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 20,807

$ 42,212

$ 579,483

$ 103

Portfolio turnover rate F

114% A

148%

66%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005.

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. 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, 2008 (Unaudited)

1. Organization.

Fidelity Advisor Diversified Stock Fund (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 (formerly Class N), 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.

On September 29, 2006, the President signed into law the Military Personnel Financial Services Protection Act (the "Act") which prohibits the issuance or sale of new periodic payment plans, such as the Destiny Plans. Effective October 27, 2006, shares of Class A and Class O will no longer be offered to the general public through Fidelity Systematic Investment Plans. The Act does not alter the rights or obligations, including rights of redemption, of existing Destiny Planholders. Planholders can continue to contribute to existing Destiny Plans I: O and Destiny Plans I: N.

2. Investments in Fidelity Central Funds.

The Fund may invest in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

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

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the SEC's web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC's web site or upon request.

3. Significant Accounting Policies.

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. Actual results could differ from those estimates. 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 available dealer supplied prices. Investments in open-end mutual funds, including the Fidelity Central 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 cannot 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.

Semiannual Report

3. Significant Accounting Policies - continued

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. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV for processing shareholder transactions includes trades executed through the end of the prior business day. 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 distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are 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. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectibility of interest is reasonably assured.

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. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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 invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. The Fund is subject to the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Fund's federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service. 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, deferred trustees compensation, futures transactions, certain foreign taxes, partnerships, 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

$ 129,328,695

Unrealized depreciation

(481,769,385)

Net unrealized appreciation (depreciation)

$ (352,440,690)

Cost for federal income tax purposes

$ 2,932,623,158

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

New Accounting Pronouncement. In September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and results in expanded disclosures about fair value measurements.

4. 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.

Delayed Delivery Transactions and When-Issued Securities. The Fund may purchase or sell securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is marked-to-market daily and equivalent deliverable securities are held for the transaction. The value of the securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,554,151,575 and $1,656,279,954, respectively.

6. 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 .26% 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 .43% of the Fund's average net assets.

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

-%

.25%

$ 215,057

$ 16,098

Class T

.25%

.25%

58,400

-

Class B

.75%

.25%

6,239

4,679

Class C

.75%

.25%

21,589

2,875

$ 301,285

$ 23,652

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 and .25% for certain purchases of Class T shares.

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

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

Retained
by FDC

Class A

$ 6,571

Class T

918

Class B*

2,777

Class C*

172

$ 10,438

* 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 Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for Class O, Class A, Class T, Class B, Class C and Institutional Class. FIIOC 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. FIIOC does not receive a fee for Class O Destiny Plan accounts. In addition, FIIOC pays for typesetting, printing, and mailing of shareholder reports, except proxy statements. Prior to January 1, 2008, Fidelity Service Company, Inc. (FSC), also an affiliate of FMR was the transfer agent for Class O. For the period, the total transfer agent fees paid by each class were as follows:

Amount

% of
Average
Net Assets*

Class O

$ 89,846

.01

Class A

140,792

.16

Class T

31,890

.27

Class B

1,919

.31

Class C

6,600

.30

Institutional Class

35,520

.21

$ 306,567

* 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.

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 $19,243 for the period.

7. 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, which amounted to $3,696 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. 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 interest income from Fidelity Central Funds.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

9. Expense Reductions.

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 $71,231 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 $5,250. During the period, credits reduced each class' transfer agent expense as noted in the table below.

Transfer Agent
expense reduction

Class O

$ 1,058

Class A

1,172

Class T

137

Institutional Class

3

$ 2,370

10. 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.

In December 2006, the Independent Trustees, with the assistance of independent counsel, completed an investigation regarding gifts, gratuities and business entertainment provided by certain brokers to certain individuals who were employed on FMR's domestic equity trading desk during the period 2002 to 2004. The Independent Trustees and FMR agreed that, despite the absence of proof that the Fidelity mutual funds experienced diminished execution quality as a result of the improper receipt of gifts and business entertainment, the conduct at issue was serious and was worthy of redress. Accordingly, the Independent Trustees requested, and FMR agreed to make, a payment of $42 million plus accrued interest, which equaled approximately $7.3 million, to certain Fidelity mutual funds.

In March 2008, the Trustees approved a method for allocating this payment among the funds and, in total, FMR paid the fund $ 442,808, which is recorded in the accompanying Statement of Operations.

In a related administrative order dated March 5, 2008, the U.S. Securities and Exchange Commission ("SEC") announced a settlement with FMR and FMR Co., Inc. (an affiliate of FMR) involving the SEC's regulatory rules for investment advisers and the improper receipt of gifts, gratuities and business entertainment. Without admitting or denying the SEC's findings, FMR agreed to pay an $8 million civil penalty to the United States Treasury.

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
March 31,
2008

Year ended
September 30,
2007

From net investment income

Class O

$ 27,563,076

$ 28,900,136

Class A

1,168,332

976,377

Class T

63,471

177,927

Class B

-

5,391

Class C

-

12,582

Institutional Class

302,213

-

Total

$ 29,097,092

$ 30,072,413

Semiannual Report

12. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended March 31,
2008

Year ended
September 30,
2007

Six months ended March 31,
2008

Year ended
September 30,
2007

Class O

Shares sold

1,441,810

3,506,962

$ 23,118,501

$ 55,847,896

Reinvestment of distributions

1,406,128

1,573,620

23,327,681

24,375,356

Shares redeemed

(12,685,226)

(36,793,773)

(203,625,478)

(593,298,582)

Net increase (decrease)

(9,837,288)

(31,713,191)

$ (157,179,296)

$ (513,075,330)

Class A

Shares sold

1,092,606

3,127,611

$ 17,402,594

$ 48,834,750

Reinvestment of distributions

68,157

61,138

1,110,270

930,525

Shares redeemed

(797,961)

(1,462,015)

(12,377,104)

(23,133,989)

Net increase (decrease)

362,802

1,726,734

$ 6,135,760

$ 26,631,286

Class T

Shares sold

94,553

1,103,751

$ 1,451,127

$ 16,839,396

Reinvestment of distributions

3,888

11,601

62,953

175,291

Shares redeemed

(259,297)

(409,973)

(4,018,195)

(6,466,921)

Net increase (decrease)

(160,856)

705,379

$ (2,504,115)

$ 10,547,766

Class B

Shares sold

9,185

70,820

$ 144,419

$ 1,073,799

Reinvestment of distributions

-

325

-

4,907

Shares redeemed

(11,183)

(53,648)

(170,378)

(836,615)

Net increase (decrease)

(1,998)

17,497

$ (25,959)

$ 242,091

Class C

Shares sold

18,951

190,781

$ 287,731

$ 2,924,440

Reinvestment of distributions

-

771

-

11,622

Shares redeemed

(48,969)

(91,877)

(741,712)

(1,415,932)

Net increase (decrease)

(30,018)

99,675

$ (453,981)

$ 1,520,130

Institutional Class

Shares sold

24,229

2,418,447

$ 408,265

$ 36,833,323

Reinvestment of distributions

4,675

-

78,258

-

Shares redeemed

(1,000,148)

(39,238,416)

(15,201,268)

(612,022,125)

Net increase (decrease)

(971,244)

(36,819,969)

$ (14,714,745)

$ (575,188,802)

Semiannual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on April 16, 2008. The results of votes taken among shareholders on the 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 elect a Board of Trustees.A

# of
Votes

% of
Votes

James C. Curvey

Affirmative

7,301,245,402.99

95.180

Withheld

369,727,258.69

4.820

TOTAL

7,670,972,661.68

100.000

Dennis J. Dirks

Affirmative

7,315,162,274.23

95.362

Withheld

355,810,387.45

4.638

TOTAL

7,670,972,661.68

100.000

Edward C. Johnson 3d

Affirmative

7,279,566,042.90

94.898

Withheld

391,406,618.78

5.102

TOTAL

7,670,972,661.68

100.000

Alan J. Lacy

Affirmative

7,308,976,735.47

95.281

Withheld

361,995,926.21

4.719

TOTAL

7,670,972,661.68

100.000

Ned C. Lautenbach

Affirmative

7,311,645,783.73

95.316

Withheld

359,326,877.95

4.684

TOTAL

7,670,972,661.68

100.000

Joseph Mauriello

Affirmative

7,299,247,385.40

95.154

Withheld

371,725,276.28

4.846

TOTAL

7,670,972,661.68

100.000

Cornelia M. Small

Affirmative

7,304,074,583.68

95.217

Withheld

366,898,078.00

4.783

TOTAL

7,670,972,661.68

100.000

William S. Stavropoulos

Affirmative

7,288,328,101.58

95.012

Withheld

382,644,560.10

4.988

TOTAL

7,670,972,661.68

100.000

David M. Thomas

Affirmative

7,310,154,938.14

95.296

Withheld

360,817,723.54

4.704

TOTAL

7,670,972,661.68

100.000

Michael E. Wiley

Affirmative

7,291,195,796.49

95.049

Withheld

379,776,865.19

4.951

TOTAL

7,670,972,661.68

100.000

PROPOSAL 2

To amend the Declaration of Trust of Fidelity Destiny Portfolios to reduce the required quorum for future shareholder meetings.A

# of
Votes

% of
Votes

Affirmative

5,886,523,798.95

76.738

Against

1,431,969,592.63

18.667

Abstain

340,360,558.94

4.437

Broker Non-Votes

12,118,711.16

0.158

TOTAL

7,670,972,661.68

100.000

A Denotes trust-wide proposal and voting results.

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.
Fidelity Management & Research (U.K.) Inc.
Fidelity Research & Analysis Company
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 Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

State Street Bank and Trust Company
Boston, MA

DESIO-USAN-0508
1.791867.104

(Fidelity Investment logo)(registered trademark)

Fidelity® Advisor
Diversified Stock Fund -
Class A, Class T, Class B and Class C

Semiannual Report

March 31, 2008

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

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>

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com (search for "proxy voting guidelines") or visit the Securities and Exchange Commission's (SEC) web site at http://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 LLC 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 holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com or http://www.advisor.fidelity.com, as applicable.

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

Chairman's Message

(Photograph of Edward C. Johnson 3d.)

Dear Shareholder:

Continuation of a credit squeeze, flat consumer spending and a potential recession weighed heavily on stocks in the opening months of 2008, though positive results in investment-grade bonds and money markets offered some comfort to investors. Financial markets are always unpredictable, but there are a number of time-tested principles that can put the historical odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There are tax advantages and cost benefits to consider as well. The more you sell, the more taxes you pay, and the more you trade, the higher the costs. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies

indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best-performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third investment principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces unconstructive "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or over the phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

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, 2007 to March 31, 2008).

Actual Expenses

The first line of the accompanying table 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. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table 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. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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, 2007

Ending
Account Value
March 31, 2008

Expenses Paid
During Period*
October 1, 2007 to
March 31, 2008

Class O

Actual

$ 1,000.00

$ 834.20

$ 2.20

HypotheticalA

$ 1,000.00

$ 1,022.60

$ 2.43

Class A

Actual

$ 1,000.00

$ 833.20

$ 4.08

HypotheticalA

$ 1,000.00

$ 1,020.55

$ 4.50

Class T

Actual

$ 1,000.00

$ 831.20

$ 5.72

HypotheticalA

$ 1,000.00

$ 1,018.75

$ 6.31

Class B

Actual

$ 1,000.00

$ 829.20

$ 8.14

HypotheticalA

$ 1,000.00

$ 1,016.10

$ 8.97

Class C

Actual

$ 1,000.00

$ 829.20

$ 8.14

HypotheticalA

$ 1,000.00

$ 1,016.10

$ 8.97

Institutional Class

Actual

$ 1,000.00

$ 833.50

$ 3.12

HypotheticalA

$ 1,000.00

$ 1,021.60

$ 3.44

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 183/366 (to reflect the one-half year period).

Annualized
Expense Ratio

Class O

.48%

Class A

.89%

Class T

1.25%

Class B

1.78%

Class C

1.78%

Institutional Class

.68%

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of March 31, 2008

% of fund's
net assets

% of fund's net assets
6 months ago

Exxon Mobil Corp.

3.5

1.0

American International Group, Inc.

2.6

2.9

General Electric Co.

2.4

3.3

Cisco Systems, Inc.

2.3

1.1

Corning, Inc.

2.1

1.2

Johnson & Johnson

1.9

1.5

Nestle SA (Reg.)

1.8

1.1

Procter & Gamble Co.

1.7

2.3

Verizon Communications, Inc.

1.7

1.3

JPMorgan Chase & Co.

1.6

1.5

21.6

Top Five Market Sectors as of March 31, 2008

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

21.0

19.4

Industrials

14.0

13.0

Financials

13.5

20.5

Energy

12.6

7.4

Health Care

11.6

12.5

Asset Allocation (% of fund's net assets)

As of March 31, 2008 *

As of September 30, 2007 **

Stocks 98.7%

Stocks 96.5%

Convertible
Securities 0.0%

Convertible
Securities 0.0%

Short-Term
Investments and
Net Other Assets 1.3%

Short-Term
Investments and
Net Other Assets 3.5%

*Foreign investments

21.0%

**Foreign investments

17.9%

Semiannual Report

Investments March 31, 2008 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.7%

Shares

Value

CONSUMER DISCRETIONARY - 8.5%

Distributors - 0.8%

Li & Fung Ltd.

5,000,000

$ 18,534,461

Hotels, Restaurants & Leisure - 0.2%

McCormick & Schmick's Seafood Restaurants (a)

394,608

4,597,183

Household Durables - 0.7%

KB Home (e)

275,000

6,800,750

Pulte Homes, Inc.

725,000

10,548,750

17,349,500

Internet & Catalog Retail - 0.3%

NutriSystem, Inc. (a)(e)

500,000

7,535,000

Leisure Equipment & Products - 0.3%

Brunswick Corp.

250,000

3,992,500

Eastman Kodak Co.

200,000

3,534,000

7,526,500

Media - 3.4%

Comcast Corp. Class A

900,000

17,406,000

DISH Network Corp. Class A (a)

125,000

3,591,250

New Frontier Media, Inc.

1,000,000

4,460,000

Playboy Enterprises, Inc. Class B (non-vtg.) (a)

900,046

7,497,383

The DIRECTV Group, Inc. (a)

300,000

7,437,000

The Walt Disney Co.

675,000

21,181,500

Time Warner, Inc.

1,550,000

21,731,000

83,304,133

Multiline Retail - 0.5%

Kohl's Corp. (a)

175,000

7,505,750

Macy's, Inc.

250,000

5,765,000

13,270,750

Specialty Retail - 1.9%

Charlotte Russe Holding, Inc. (a)

150,000

2,601,000

Citi Trends, Inc. (a)

400,000

7,380,000

Home Depot, Inc.

325,000

9,090,250

Staples, Inc.

675,000

14,924,250

The Men's Wearhouse, Inc.

200,000

4,654,000

Tween Brands, Inc. (a)

300,000

7,422,000

46,071,500

Textiles, Apparel & Luxury Goods - 0.4%

Crocs, Inc. (a)(e)

150,000

2,620,500

Under Armour, Inc. Class A (sub. vtg.) (a)(e)

175,000

6,405,000

9,025,500

TOTAL CONSUMER DISCRETIONARY

207,214,527

CONSUMER STAPLES - 9.0%

Beverages - 0.9%

InBev SA (e)

80,000

7,039,293

Shares

Value

Molson Coors Brewing Co. Class B

250,000

$ 13,142,500

SABMiller plc

125,000

2,738,265

22,920,058

Food & Staples Retailing - 2.4%

CVS Caremark Corp.

150,000

6,076,500

Sysco Corp.

550,000

15,961,000

United Natural Foods, Inc. (a)

850,000

15,903,500

Whole Foods Market, Inc. (e)

650,000

21,430,500

59,371,500

Food Products - 2.9%

Corn Products International, Inc.

200,000

7,428,000

Dean Foods Co.

125,000

2,511,250

Diamond Foods, Inc.

275,000

4,988,500

Marine Harvest ASA (a)

12,500,000

7,314,248

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

125,000

4,621,250

Nestle SA (Reg.)

85,000

42,472,184

69,335,432

Household Products - 2.2%

Energizer Holdings, Inc. (a)

140,000

12,667,200

Procter & Gamble Co.

600,000

42,042,000

54,709,200

Personal Products - 0.5%

Avon Products, Inc.

275,000

10,873,500

Tobacco - 0.1%

British American Tobacco PLC sponsored ADR

19,100

1,446,825

TOTAL CONSUMER STAPLES

218,656,515

ENERGY - 12.6%

Energy Equipment & Services - 3.6%

Atwood Oceanics, Inc. (a)

50,000

4,586,000

BJ Services Co.

300,000

8,553,000

Complete Production Services, Inc. (a)

115,786

2,656,131

ENSCO International, Inc.

125,000

7,827,500

Grey Wolf, Inc. (a)

1,000,000

6,780,000

ION Geophysical Corp. (a)

250,000

3,450,000

Key Energy Services, Inc. (a)

500,000

6,710,000

Nabors Industries Ltd. (a)

5,000

168,850

Noble Corp.

125,000

6,208,750

North American Energy Partners, Inc. (a)

425,000

6,519,502

Schlumberger Ltd. (NY Shares)

400,000

34,800,000

88,259,733

Oil, Gas & Consumable Fuels - 9.0%

Chesapeake Energy Corp.

350,000

16,152,500

Chevron Corp.

75,000

6,402,000

ConocoPhillips

350,000

26,673,500

Copano Energy LLC

75,000

2,564,250

EOG Resources, Inc.

75,000

9,000,000

Exxon Mobil Corp.

1,000,000

84,580,005

Lukoil Oil Co. sponsored ADR

150,000

12,870,000

Marathon Oil Corp.

125,000

5,700,000

Common Stocks - continued

Shares

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

OAO Gazprom sponsored ADR

200,000

$ 10,200,000

OJSC Rosneft unit

675,000

6,081,750

OPTI Canada, Inc. (a)

200,000

3,370,349

Petrobank Energy & Resources Ltd. (a)

50,000

2,274,498

Plains Exploration & Production Co. (a)

100,000

5,314,000

Suncor Energy, Inc.

100,000

9,663,939

Ultra Petroleum Corp. (a)

110,000

8,525,000

Valero Energy Corp.

175,000

8,594,250

217,966,041

TOTAL ENERGY

306,225,774

FINANCIALS - 13.5%

Capital Markets - 1.8%

Credit Suisse Group sponsored ADR

100,000

5,088,000

Goldman Sachs Group, Inc.

40,000

6,615,600

KKR Private Equity Investors, LP

825,000

10,188,750

Lehman Brothers Holdings, Inc.

600,000

22,584,000

44,476,350

Commercial Banks - 2.6%

Anglo Irish Bank Corp. plc

500,000

6,709,050

Erste Bank AG

125,000

8,100,191

M&T Bank Corp.

160,000

12,876,800

Sterling Bancshares, Inc.

350,000

3,479,000

UCBH Holdings, Inc.

200,000

1,552,000

Wachovia Corp.

1,150,000

31,050,000

63,767,041

Consumer Finance - 0.4%

American Express Co.

200,000

8,744,000

Diversified Financial Services - 4.6%

Bank of America Corp.

900,000

34,119,000

Bovespa Holding SA

400,000

5,413,722

CIT Group, Inc.

250,000

2,962,500

Citigroup, Inc.

1,200,000

25,704,000

Climate Exchange PLC (a)

150,000

5,509,270

JPMorgan Chase & Co.

903,300

38,796,735

112,505,227

Insurance - 3.4%

American International Group, Inc.

1,450,000

62,712,500

Hartford Financial Services Group, Inc.

100,000

7,577,000

RenaissanceRe Holdings Ltd.

125,000

6,488,750

W.R. Berkley Corp.

200,000

5,538,000

82,316,250

Thrifts & Mortgage Finance - 0.7%

Fannie Mae

350,000

9,212,000

Shares

Value

MGIC Investment Corp. (e)

310,800

$ 3,272,724

Radian Group, Inc. (e)

799,988

5,255,921

17,740,645

TOTAL FINANCIALS

329,549,513

HEALTH CARE - 11.6%

Biotechnology - 2.1%

Alkermes, Inc. (a)

400,000

4,752,000

Alnylam Pharmaceuticals, Inc. (a)

150,000

3,660,000

Amgen, Inc. (a)

525,000

21,934,500

Cephalon, Inc. (a)

55,000

3,542,000

Genentech, Inc. (a)

175,000

14,206,500

MannKind Corp. (a)(e)

500,000

2,985,000

51,080,000

Health Care Equipment & Supplies - 2.2%

Abiomed, Inc. (a)

300,000

3,942,000

Conceptus, Inc. (a)

650,000

12,064,000

Covidien Ltd.

150,000

6,637,500

Insulet Corp.

225,000

3,240,000

Inverness Medical Innovations, Inc. (a)

150,000

4,515,000

Medtronic, Inc.

250,000

12,092,500

Mindray Medical International Ltd. sponsored ADR

200,000

5,788,000

NxStage Medical, Inc. (a)

600,000

2,592,000

Sirona Dental Systems, Inc. (a)

100,000

2,697,000

53,568,000

Health Care Providers & Services - 3.1%

athenahealth, Inc. (e)

250,000

5,917,500

Emergency Medical Services Corp. Class A (a)

200,008

4,938,198

Henry Schein, Inc. (a)

100,000

5,740,000

Humana, Inc. (a)

50,000

2,243,000

Medco Health Solutions, Inc. (a)

275,000

12,042,250

Tenet Healthcare Corp. (a)

1,000,000

5,660,000

UnitedHealth Group, Inc.

900,022

30,924,756

VCA Antech, Inc. (a)

150,000

4,102,500

WellPoint, Inc. (a)

75,000

3,309,750

74,877,954

Life Sciences Tools & Services - 0.5%

Illumina, Inc. (a)

100,000

7,590,000

QIAGEN NV (a)

225,000

4,680,000

12,270,000

Pharmaceuticals - 3.7%

Barr Pharmaceuticals, Inc. (a)

175,000

8,454,250

Elan Corp. PLC sponsored ADR (a)

250,022

5,215,459

Johnson & Johnson

700,027

45,410,751

Medicis Pharmaceutical Corp. Class A

200,000

3,938,000

Merck & Co., Inc.

375,000

14,231,250

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Pharmaceuticals - continued

Nexmed, Inc. (a)

1,750,000

$ 2,345,000

Schering-Plough Corp.

750,000

10,807,500

90,402,210

TOTAL HEALTH CARE

282,198,164

INDUSTRIALS - 14.0%

Aerospace & Defense - 1.1%

General Dynamics Corp.

75,000

6,252,750

Honeywell International, Inc.

375,000

21,157,500

27,410,250

Air Freight & Logistics - 1.1%

C.H. Robinson Worldwide, Inc.

80,017

4,352,925

United Parcel Service, Inc. Class B

300,000

21,906,000

26,258,925

Airlines - 0.2%

Ryanair Holdings PLC sponsored ADR (a)

175,000

4,949,000

Building Products - 0.2%

Universal Forest Products, Inc.

150,000

4,830,000

Commercial Services & Supplies - 2.6%

Allied Waste Industries, Inc. (a)

500,000

5,405,000

Corporate Executive Board Co.

225,000

9,108,000

CoStar Group, Inc. (a)

249,985

10,749,355

Equifax, Inc.

225,000

7,758,000

Healthcare Services Group, Inc.

725,000

14,964,000

Intertek Group PLC

150,000

3,071,619

Manpower, Inc.

100,000

5,626,000

Robert Half International, Inc.

299,980

7,721,485

64,403,459

Construction & Engineering - 0.5%

Abengoa SA

50,000

1,787,764

Chicago Bridge & Iron Co. NV (NY Shares)

150,000

5,886,000

Shaw Group, Inc. (a)

100,000

4,714,000

12,387,764

Electrical Equipment - 5.1%

ABB Ltd. sponsored ADR

225,000

6,057,000

Evergreen Solar, Inc. (a)(e)

2,750,000

25,492,500

Q-Cells AG (a)(e)

237,500

23,567,314

Renewable Energy Corp. AS (a)(e)

850,000

23,700,126

SolarWorld AG (e)

450,000

21,431,863

Suntech Power Holdings Co. Ltd. sponsored ADR (a)(e)

525,000

21,294,000

Toyo Tanso Co. Ltd.

15,000

1,410,180

122,952,983

Industrial Conglomerates - 2.4%

General Electric Co.

1,550,000

57,365,500

Shares

Value

Machinery - 0.5%

Spire Corp. (a)

125,000

$ 1,920,000

Terex Corp. (a)

175,000

10,937,500

12,857,500

Road & Rail - 0.3%

Ryder System, Inc.

125,000

7,613,750

TOTAL INDUSTRIALS

341,029,131

INFORMATION TECHNOLOGY - 21.0%

Communications Equipment - 5.5%

Cisco Systems, Inc. (a)

2,350,000

56,611,500

Corning, Inc.

2,100,000

50,484,000

Foxconn International Holdings Ltd. (a)

4,000,000

5,396,515

Harris Corp.

100,000

4,853,000

Infinera Corp.

169,500

2,034,000

Juniper Networks, Inc. (a)

150,000

3,750,000

Nice Systems Ltd. sponsored ADR (a)

400,000

11,288,000

Riverbed Technology, Inc. (a)

75,000

1,114,500

135,531,515

Computers & Peripherals - 1.9%

Apple, Inc. (a)

125,000

17,937,500

Hewlett-Packard Co.

450,000

20,547,000

NetApp, Inc. (a)

400,000

8,020,000

46,504,500

Electronic Equipment & Instruments - 2.7%

Acacia Research Corp. - Acacia Technologies (a)

1,499,100

8,619,825

Arrow Electronics, Inc. (a)

150,000

5,047,500

Comverge, Inc. (e)

400,000

4,132,000

Everlight Electronics Co. Ltd.

1,749,960

5,931,677

Hon Hai Precision Industry Co. Ltd. (Foxconn)

2,250,000

12,883,799

Ingram Micro, Inc. Class A (a)

341,200

5,401,196

Itron, Inc. (a)

55,000

4,962,650

Motech Industries, Inc.

2,199,630

15,092,732

Universal Display Corp. (a)

200,000

2,864,000

64,935,379

Internet Software & Services - 2.5%

Akamai Technologies, Inc. (a)

225,000

6,336,000

Equinix, Inc. (a)

100,000

6,649,000

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

70,000

30,832,900

Omniture, Inc. (a)

150,000

3,481,500

SAVVIS, Inc. (a)

475,000

7,728,250

Terremark Worldwide, Inc. (a)

1,000,019

5,480,104

60,507,754

IT Services - 2.6%

Cognizant Technology Solutions Corp. Class A (a)

600,000

17,298,000

MasterCard, Inc. Class A

20,000

4,459,800

Paychex, Inc.

850,000

29,121,000

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

IT Services - continued

The Western Union Co.

400,000

$ 8,508,000

Visa, Inc.

75,000

4,677,000

64,063,800

Semiconductors & Semiconductor Equipment - 4.3%

ARM Holdings PLC sponsored ADR

2,000,000

10,540,000

ASML Holding NV (NY Shares)

400,000

9,924,000

Broadcom Corp. Class A (a)

450,000

8,671,500

Intel Corp.

1,600,000

33,888,000

Lam Research Corp. (a)

175,000

6,688,500

National Semiconductor Corp.

1,000,020

18,320,366

NVIDIA Corp. (a)

150,000

2,968,500

Richtek Technology Corp.

500,000

3,981,966

Siliconware Precision Industries Co. Ltd. sponsored ADR

450,000

3,780,000

Taiwan Semiconductor Manufacturing Co. Ltd.

2,499,995

5,191,354

103,954,186

Software - 1.5%

Adobe Systems, Inc. (a)

325,000

11,566,750

Microsoft Corp.

200,000

5,676,000

Nintendo Co. Ltd.

15,000

7,847,676

Quality Systems, Inc. (e)

350,000

10,454,500

Salesforce.com, Inc. (a)

25,000

1,446,750

36,991,676

TOTAL INFORMATION TECHNOLOGY

512,488,810

MATERIALS - 2.1%

Chemicals - 1.7%

Airgas, Inc.

75,000

3,410,250

Monsanto Co.

125,000

13,937,500

Tokuyama Corp.

1,250,000

9,179,385

Wacker Chemie AG

50,000

10,243,535

Zoltek Companies, Inc. (a)(e)

200,000

5,304,000

42,074,670

Metals & Mining - 0.4%

ArcelorMittal SA (NY Reg.) Class A

100,000

8,180,000

Timminco Ltd. (a)

100,000

2,376,778

10,556,778

TOTAL MATERIALS

52,631,448

TELECOMMUNICATION SERVICES - 3.2%

Diversified Telecommunication Services - 2.6%

AT&T, Inc.

600,000

22,980,000

Verizon Communications, Inc.

1,100,000

40,095,000

63,075,000

Shares

Value

Wireless Telecommunication Services - 0.6%

America Movil SAB de CV Series L sponsored ADR

100,000

$ 6,369,000

Bharti Airtel Ltd. (a)

225,000

4,644,173

Sistema JSFC sponsored GDR

125,000

4,012,500

15,025,673

TOTAL TELECOMMUNICATION SERVICES

78,100,673

UTILITIES - 3.2%

Electric Utilities - 1.8%

Entergy Corp.

100,000

10,908,000

Exelon Corp.

250,000

20,317,500

Great Plains Energy, Inc.

200,000

4,930,000

PPL Corp.

150,000

6,888,000

43,043,500

Independent Power Producers & Energy Traders - 1.2%

AES Corp. (a)

350,000

5,834,500

Clipper Windpower PLC (a)(f)

978,496

9,911,769

NRG Energy, Inc. (a)

325,000

12,671,750

28,418,019

Multi-Utilities - 0.2%

Public Service Enterprise Group, Inc.

150,000

6,028,500

TOTAL UTILITIES

77,490,019

TOTAL COMMON STOCKS

(Cost $2,740,783,294)

2,405,584,574

Convertible Bonds - 0.0%

Principal Amount

UTILITIES - 0.0%

Independent Power Producers & Energy Traders - 0.0%

Calpine Corp. 7.75% 6/1/15 (d)
(Cost $1,315,064)

$ 2,950,000

334,280

Money Market Funds - 7.0%

Shares

Fidelity Cash Central Fund, 2.69% (b)

55,710,759

55,710,759

Fidelity Securities Lending Cash Central Fund, 2.84% (b)(c)

115,496,855

115,496,855

TOTAL MONEY MARKET FUNDS

(Cost $171,207,614)

171,207,614

Cash Equivalents - 0.2%

Maturity Amount

Value

Investments in repurchase agreements in a joint trading account at 1.44%, dated 3/31/08 due 4/1/08 (Collateralized by U.S. Treasury Obligations) #
(Cost $3,056,000)

$ 3,056,122

$ 3,056,000

TOTAL INVESTMENT PORTFOLIO - 105.9%

(Cost $2,916,361,972)

2,580,182,468

NET OTHER ASSETS - (5.9)%

(142,961,291)

NET ASSETS - 100%

$ 2,437,221,177

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) Non-income producing - Issuer is in default.

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

(f) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

# Additional Information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement / Counterparty

Value

$3,056,000 due 4/01/08 at 1.44%

Banc of America Securities LLC

$ 550,571

Barclays Capital, Inc.

1,009,131

Lehman Brothers, Inc.

1,496,298

$ 3,056,000

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 1,998,595

Fidelity Securities Lending Cash Central Fund

1,635,617

Total

$ 3,634,212

Other Information

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

United States of America

79.0%

Germany

2.3%

Switzerland

2.2%

Taiwan

2.0%

United Kingdom

1.7%

Cayman Islands

1.6%

Netherlands Antilles

1.4%

Canada

1.4%

Russia

1.3%

Norway

1.3%

Others (individually less than 1%)

5.8%

100.0%

Income Tax Information

At September 30, 2007, the fund had a capital loss carryforward of approximately $101,274,077 all of which will expire on September 30, 2011.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

March 31, 2008 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $111,993,388 and repurchase agreements of $3,056,000) - See accompanying schedule:

Unaffiliated issuers (cost $2,745,154,358)

$ 2,408,974,854

Fidelity Central Funds (cost $171,207,614)

171,207,614

Total Investments (cost $2,916,361,972)

$ 2,580,182,468

Cash

291

Receivable for investments sold

13,336,554

Receivable for fund shares sold

217,658

Dividends receivable

1,854,904

Distributions receivable from Fidelity Central Funds

476,881

Prepaid expenses

7,326

Other receivables

191,035

Total assets

2,596,267,117

Liabilities

Payable for investments purchased

Regular delivery

$ 37,436,533

Delayed delivery

1,903,721

Payable for fund shares redeemed

2,998,053

Accrued management fee

866,977

Distribution fees payable

44,676

Other affiliated payables

121,787

Other payables and accrued expenses

177,338

Collateral on securities loaned, at value

115,496,855

Total liabilities

159,045,940

Net Assets

$ 2,437,221,177

Net Assets consist of:

Paid in capital

$ 2,887,022,213

Undistributed net investment income

8,385,957

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

(122,037,380)

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

(336,149,613)

Net Assets

$ 2,437,221,177

Statement of Assets and Liabilities - continued

March 31, 2008 (Unaudited)

Class O:
Net Asset Value, offering price and redemption price per share ($2,235,483,892 ÷ 155,206,204 shares)

$ 14.40

Class A:
Net Asset Value and redemption price per share ($156,280,885 ÷ 11,061,940 shares)

$ 14.13

Maximum offering price per share (100/94.25 of $14.13)

$ 14.99

Class T:
Net Asset Value and redemption price per share ($19,909,525 ÷ 1,419,930 shares)

$ 14.02

Maximum offering price per share (100/96.50 of $14.02)

$ 14.53

Class B:
Net Asset Value and offering price per share ($1,096,929 ÷ 78,747 shares)A

$ 13.93

Class C:
Net Asset Value and offering price per share ($3,642,643 ÷ 261,492 shares)A

$ 13.93

Institutional Class:
Net Asset Value, offering price and redemption price per share ($20,807,303 ÷ 1,432,834 shares)

$ 14.52

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, 2008 (Unaudited)

Investment Income

Dividends

$ 19,589,787

Interest

96,332

Income from Fidelity Central Funds (including $1,635,617 from security lending)

3,634,212

Total income

23,320,331

Expenses

Management fee

$ 5,969,557

Transfer agent fees

306,567

Distribution fees

301,285

Accounting and security lending fees

475,429

Custodian fees and expenses

137,659

Independent trustees' compensation

5,885

Appreciation in deferred trustee compensation account

13

Registration fees

26,699

Audit

38,200

Legal

13,904

Miscellaneous

25,574

Total expenses before reductions

7,300,772

Expense reductions

(78,851)

7,221,921

Net investment income (loss)

16,098,410

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers (net of foreign taxes of $104,790)

(14,265,098)

Foreign currency transactions

136,164

Total net realized gain (loss)

(14,128,934)

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $435,917)

(502,879,642)

Assets and liabilities in foreign currencies

(39,939)

Total change in net unrealized appreciation (depreciation)

(502,919,581)

Net gain (loss)

(517,048,515)

Net increase (decrease) in net assets resulting from operations

$ (500,950,105)

Statement of Changes in Net Assets

Six months ended March 31, 2008 (Unaudited)

Year ended
September 30,
2007

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 16,098,410

$ 29,562,750

Net realized gain (loss)

(14,128,934)

549,424,345

Change in net unrealized appreciation (depreciation)

(502,919,581)

(5,640,666)

Net increase (decrease) in net assets resulting from operations

(500,950,105)

573,346,429

Distributions to shareholders from net investment income

(29,097,092)

(30,072,413)

Share transactions - net increase (decrease)

(168,742,336)

(1,049,322,859)

Total increase (decrease) in net assets

(698,789,533)

(506,048,843)

Net Assets

Beginning of period

3,136,010,710

3,642,059,553

End of period (including undistributed net investment income of $8,385,957 and undistributed net investment income
of $22,785,930, respectively)

$ 2,437,221,177

$ 3,136,010,710

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

Semiannual Report

Financial Highlights - Class O

Six months ended March 31, 2008

Years ended September 30,

(Unaudited)

2007

2006

2005

2004

2003

Selected Per-Share Data

Net asset value, beginning of period

$ 17.44

$ 14.82

$ 13.51

$ 11.85

$ 11.06

$ 9.31

Income from Investment Operations

Net investment income (loss) E

.10

.15

.13

.16 H

.10

.09

Net realized and unrealized gain (loss)

(2.97)

2.62

1.29

1.66

.78

1.75

Total from investment operations

(2.87)

2.77

1.42

1.82

.88

1.84

Distributions from net investment income

(.17)

(.15)

(.11)

(.16)

(.09)

(.09)

Net asset value, end of period

$ 14.40

$ 17.44

$ 14.82

$ 13.51

$ 11.85

$ 11.06

Total Return B,C,D

(16.58)%

18.83%

10.55%

15.46%

7.96%

19.88%

Ratios to Average Net Assets F,I

Expenses before reductions

.48% A

.49%

.49%

.49%

.49%

.49%

Expenses net of fee waivers, if any

.48% A

.49%

.49%

.49%

.49%

.49%

Expenses net of all reductions

.48% A

.48%

.48%

.44%

.47%

.46%

Net investment income (loss)

1.18% A

.95%

.90%

1.27% H

.79%

.85%

Supplemental Data

Net assets, end of period (000 omitted)

$ 2,235,484

$ 2,878,127

$ 2,915,932

$ 2,988,758

$ 3,099,403

$ 3,144,123

Portfolio turnover rate G

114% A

148%

66%

130%

52%

71%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

H 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%.

I 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, 2008

Years ended September 30,

(Unaudited)

2007

2006

2005 L

2004

2003

Selected Per-Share Data

Net asset value, beginning of period

$ 17.07

$ 14.53

$ 13.24

$ 11.62

$ 10.87

$ 9.16

Income from Investment Operations

Net investment income (loss) F

.06

.08

.06

.08 I

- K

- K

Net realized and unrealized gain (loss)

(2.89)

2.56

1.28

1.62

.77

1.73

Total from investment operations

(2.83)

2.64

1.34

1.70

.77

1.73

Distributions from net investment income

(.11)

(.10)

(.05)

(.08)

(.02)

(.02)

Net asset value, end of period

$ 14.13

$ 17.07

$ 14.53

$ 13.24

$ 11.62

$ 10.87

Total Return B,C,D,E

(16.68)%

18.25%

10.13%

14.68%

7.08%

18.91%

Ratios to Average Net Assets G,J

Expenses before reductions

.89%A

.91%

.95%

1.09%

1.29%

1.36%

Expenses net of fee waivers, if any

.89%A

.91%

.95%

1.08%

1.29%

1.36%

Expenses net of all reductions

.88%A

.90%

.94%

1.03%

1.27%

1.32%

Net investment income (loss)

.78%A

.52%

.44%

.67% I

-%

(.01)%

Supplemental Data

Net assets, end of period (000 omitted)

$ 156,281

$ 182,686

$ 130,332

$ 80,938

$ 52,741

$ 31,240

Portfolio turnover rate H

114%A

148%

66%

130%

52%

71%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

H Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

I 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%.

J 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.

K Amount represents less than $.01 per share.

L 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, 2008

Years ended September 30,

(Unaudited)

2007

2006

2005 H

Selected Per-Share Data

Net asset value, beginning of period

$ 16.91

$ 14.45

$ 13.24

$ 12.84

Income from Investment Operations

Net investment income (loss) E

.03

.03

.02

- J

Net realized and unrealized gain (loss)

(2.88)

2.54

1.27

.40

Total from investment operations

(2.85)

2.57

1.29

.40

Distributions from net investment income

(.04)

(.11)

(.08)

-

Net asset value, end of period

$ 14.02

$ 16.91

$ 14.45

$ 13.24

Total ReturnB,C,D

(16.88)%

17.90%

9.75%

3.12%

Ratios to Average Net AssetsF,I

Expenses before reductions

1.25% A

1.23%

1.25%

1.18% A

Expenses net of fee waivers, if any

1.25% A

1.23%

1.25%

1.18% A

Expenses net of all reductions

1.24% A

1.22%

1.24%

1.13% A

Net investment income (loss)

.42% A

.20%

.14%

(.04)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 19,910

$ 26,732

$ 12,646

$ 199

Portfolio turnover rate G

114% A

148%

66%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

H For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005.

I 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.

J Amount represents less than $.01 per share.

Financial Highlights - Class B

Six months ended March 31, 2008

Years ended September 30,

(Unaudited)

2007

2006

2005 H

Selected Per-Share Data

Net asset value, beginning of period

$ 16.80

$ 14.38

$ 13.22

$ 12.84

Income from Investment Operations

Net investment income (loss) E

(.01)

(.06)

(.06)

(.02)

Net realized and unrealized gain (loss)

(2.86)

2.54

1.27

.40

Total from investment operations

(2.87)

2.48

1.21

.38

Distributions from net investment income

-

(.06)

(.05)

-

Net asset value, end of period

$ 13.93

$ 16.80

$ 14.38

$ 13.22

Total Return B,C,D

(17.08)%

17.26%

9.19%

2.96%

Ratios to Average Net Assets F,I

Expenses before reductions

1.78% A

1.81%

1.82%

1.72%A

Expenses net of fee waivers, if any

1.78% A

1.81%

1.82%

1.72%A

Expenses net of all reductions

1.78% A

1.80%

1.81%

1.67%A

Net investment income (loss)

(.11)% A

(.37)%

(.42)%

(.59)%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 1,097

$ 1,356

$ 909

$ 106

Portfolio turnover rate G

114%A

148%

66%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

H For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005.

I 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, 2008

Years ended September 30,

(Unaudited)

2007

2006

2005 H

Selected Per-Share Data

Net asset value, beginning of period

$ 16.80

$ 14.37

$ 13.22

$ 12.84

Income from Investment Operations

Net investment income (loss) E

(.01)

(.06)

(.06)

(.02)

Net realized and unrealized gain (loss)

(2.86)

2.54

1.28

.40

Total from investment operations

(2.87)

2.48

1.22

.38

Distributions from net investment income

-

(.05)

(.07)

-

Net asset value, end of period

$ 13.93

$ 16.80

$ 14.37

$ 13.22

Total Return B,C,D

(17.08)%

17.31%

9.20%

2.96%

Ratios to Average Net Assets F,I

Expenses before reductions

1.78% A

1.79%

1.84%

1.69% A

Expenses net of fee waivers, if any

1.78% A

1.79%

1.84%

1.69% A

Expenses net of all reductions

1.77% A

1.78%

1.84%

1.64% A

Net investment income (loss)

(.11)% A

(.36)%

(.45)%

(.56)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 3,643

$ 4,897

$ 2,758

$ 103

Portfolio turnover rate G

114% A

148%

66%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

H For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005.

I 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, 2008

Years ended September 30,

(Unaudited)

2007

2006

2005 G

Selected Per-Share Data

Net asset value, beginning of period

$ 17.56

$ 14.77

$ 13.50

$ 13.08

Income from Investment Operations

Net investment income (loss) D

.08

.12

.09

.01

Net realized and unrealized gain (loss)

(2.99)

2.67

1.29

.41

Total from investment operations

(2.91)

2.79

1.38

.42

Distributions from net investment income

(.13)

-

(.11)

-

Net asset value, end of period

$ 14.52

$ 17.56

$ 14.77

$ 13.50

Total Return B,C

(16.65)%

18.89%

10.26%

3.21%

Ratios to Average Net Assets E,H

Expenses before reductions

.68% A

.65%

.77%

.69% A

Expenses net of fee waivers, if any

.68% A

.65%

.77%

.69% A

Expenses net of all reductions

.68% A

.64%

.76%

.64% A

Net investment income (loss)

.98% A

.78%

.62%

.41% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 20,807

$ 42,212

$ 579,483

$ 103

Portfolio turnover rate F

114% A

148%

66%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005.

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. 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, 2008 (Unaudited)

1. Organization.

Fidelity Advisor Diversified Stock Fund (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 (formerly Class N), 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.

On September 29, 2006, the President signed into law the Military Personnel Financial Services Protection Act (the "Act") which prohibits the issuance or sale of new periodic payment plans, such as the Destiny Plans. Effective October 27, 2006, shares of Class A and Class O will no longer be offered to the general public through Fidelity Systematic Investment Plans. The Act does not alter the rights or obligations, including rights of redemption, of existing Destiny Planholders. Planholders can continue to contribute to existing Destiny Plans I: O and Destiny Plans I: N.

2. Investments in Fidelity Central Funds.

The Fund may invest in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

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

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the SEC's web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC's web site or upon request.

3. Significant Accounting Policies.

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. Actual results could differ from those estimates. 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 available dealer supplied prices. Investments in open-end mutual funds, including the Fidelity Central 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 cannot 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.

Semiannual Report

3. Significant Accounting Policies - continued

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. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV for processing shareholder transactions includes trades executed through the end of the prior business day. 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 distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are 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. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectibility of interest is reasonably assured.

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. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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 invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. The Fund is subject to the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Fund's federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service. 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, deferred trustees compensation, futures transactions, certain foreign taxes, partnerships, 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

$ 129,328,695

Unrealized depreciation

(481,769,385)

Net unrealized appreciation (depreciation)

$ (352,440,690)

Cost for federal income tax purposes

$ 2,932,623,158

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

New Accounting Pronouncement. In September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and results in expanded disclosures about fair value measurements.

4. 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.

Delayed Delivery Transactions and When-Issued Securities. The Fund may purchase or sell securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is marked-to-market daily and equivalent deliverable securities are held for the transaction. The value of the securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,554,151,575 and $1,656,279,954, respectively.

6. 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 .26% 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 .43% of the Fund's average net assets.

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

-%

.25%

$ 215,057

$ 16,098

Class T

.25%

.25%

58,400

-

Class B

.75%

.25%

6,239

4,679

Class C

.75%

.25%

21,589

2,875

$ 301,285

$ 23,652

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 and .25% for certain purchases of Class T shares.

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

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

Retained
by FDC

Class A

$ 6,571

Class T

918

Class B*

2,777

Class C*

172

$ 10,438

* 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 Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for Class O, Class A, Class T, Class B, Class C and Institutional Class. FIIOC 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. FIIOC does not receive a fee for Class O Destiny Plan accounts. In addition, FIIOC pays for typesetting, printing, and mailing of shareholder reports, except proxy statements. Prior to January 1, 2008, Fidelity Service Company, Inc. (FSC), also an affiliate of FMR was the transfer agent for Class O. For the period, the total transfer agent fees paid by each class were as follows:

Amount

% of
Average
Net Assets*

Class O

$ 89,846

.01

Class A

140,792

.16

Class T

31,890

.27

Class B

1,919

.31

Class C

6,600

.30

Institutional Class

35,520

.21

$ 306,567

* 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.

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 $19,243 for the period.

7. 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, which amounted to $3,696 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. 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 interest income from Fidelity Central Funds.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

9. Expense Reductions.

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 $71,231 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 $5,250. During the period, credits reduced each class' transfer agent expense as noted in the table below.

Transfer Agent
expense reduction

Class O

$ 1,058

Class A

1,172

Class T

137

Institutional Class

3

$ 2,370

10. 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.

In December 2006, the Independent Trustees, with the assistance of independent counsel, completed an investigation regarding gifts, gratuities and business entertainment provided by certain brokers to certain individuals who were employed on FMR's domestic equity trading desk during the period 2002 to 2004. The Independent Trustees and FMR agreed that, despite the absence of proof that the Fidelity mutual funds experienced diminished execution quality as a result of the improper receipt of gifts and business entertainment, the conduct at issue was serious and was worthy of redress. Accordingly, the Independent Trustees requested, and FMR agreed to make, a payment of $42 million plus accrued interest, which equaled approximately $7.3 million, to certain Fidelity mutual funds.

In March 2008, the Trustees approved a method for allocating this payment among the funds and, in total, FMR paid the fund $ 442,808, which is recorded in the accompanying Statement of Operations.

In a related administrative order dated March 5, 2008, the U.S. Securities and Exchange Commission ("SEC") announced a settlement with FMR and FMR Co., Inc. (an affiliate of FMR) involving the SEC's regulatory rules for investment advisers and the improper receipt of gifts, gratuities and business entertainment. Without admitting or denying the SEC's findings, FMR agreed to pay an $8 million civil penalty to the United States Treasury.

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
March 31,
2008

Year ended
September 30,
2007

From net investment income

Class O

$ 27,563,076

$ 28,900,136

Class A

1,168,332

976,377

Class T

63,471

177,927

Class B

-

5,391

Class C

-

12,582

Institutional Class

302,213

-

Total

$ 29,097,092

$ 30,072,413

Semiannual Report

12. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended March 31,
2008

Year ended
September 30,
2007

Six months ended March 31,
2008

Year ended
September 30,
2007

Class O

Shares sold

1,441,810

3,506,962

$ 23,118,501

$ 55,847,896

Reinvestment of distributions

1,406,128

1,573,620

23,327,681

24,375,356

Shares redeemed

(12,685,226)

(36,793,773)

(203,625,478)

(593,298,582)

Net increase (decrease)

(9,837,288)

(31,713,191)

$ (157,179,296)

$ (513,075,330)

Class A

Shares sold

1,092,606

3,127,611

$ 17,402,594

$ 48,834,750

Reinvestment of distributions

68,157

61,138

1,110,270

930,525

Shares redeemed

(797,961)

(1,462,015)

(12,377,104)

(23,133,989)

Net increase (decrease)

362,802

1,726,734

$ 6,135,760

$ 26,631,286

Class T

Shares sold

94,553

1,103,751

$ 1,451,127

$ 16,839,396

Reinvestment of distributions

3,888

11,601

62,953

175,291

Shares redeemed

(259,297)

(409,973)

(4,018,195)

(6,466,921)

Net increase (decrease)

(160,856)

705,379

$ (2,504,115)

$ 10,547,766

Class B

Shares sold

9,185

70,820

$ 144,419

$ 1,073,799

Reinvestment of distributions

-

325

-

4,907

Shares redeemed

(11,183)

(53,648)

(170,378)

(836,615)

Net increase (decrease)

(1,998)

17,497

$ (25,959)

$ 242,091

Class C

Shares sold

18,951

190,781

$ 287,731

$ 2,924,440

Reinvestment of distributions

-

771

-

11,622

Shares redeemed

(48,969)

(91,877)

(741,712)

(1,415,932)

Net increase (decrease)

(30,018)

99,675

$ (453,981)

$ 1,520,130

Institutional Class

Shares sold

24,229

2,418,447

$ 408,265

$ 36,833,323

Reinvestment of distributions

4,675

-

78,258

-

Shares redeemed

(1,000,148)

(39,238,416)

(15,201,268)

(612,022,125)

Net increase (decrease)

(971,244)

(36,819,969)

$ (14,714,745)

$ (575,188,802)

Semiannual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on April 16, 2008. The results of votes taken among shareholders on the 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 elect a Board of Trustees.A

# of
Votes

% of
Votes

James C. Curvey

Affirmative

7,301,245,402.99

95.180

Withheld

369,727,258.69

4.820

TOTAL

7,670,972,661.68

100.000

Dennis J. Dirks

Affirmative

7,315,162,274.23

95.362

Withheld

355,810,387.45

4.638

TOTAL

7,670,972,661.68

100.000

Edward C. Johnson 3d

Affirmative

7,279,566,042.90

94.898

Withheld

391,406,618.78

5.102

TOTAL

7,670,972,661.68

100.000

Alan J. Lacy

Affirmative

7,308,976,735.47

95.281

Withheld

361,995,926.21

4.719

TOTAL

7,670,972,661.68

100.000

Ned C. Lautenbach

Affirmative

7,311,645,783.73

95.316

Withheld

359,326,877.95

4.684

TOTAL

7,670,972,661.68

100.000

Joseph Mauriello

Affirmative

7,299,247,385.40

95.154

Withheld

371,725,276.28

4.846

TOTAL

7,670,972,661.68

100.000

Cornelia M. Small

Affirmative

7,304,074,583.68

95.217

Withheld

366,898,078.00

4.783

TOTAL

7,670,972,661.68

100.000

William S. Stavropoulos

Affirmative

7,288,328,101.58

95.012

Withheld

382,644,560.10

4.988

TOTAL

7,670,972,661.68

100.000

David M. Thomas

Affirmative

7,310,154,938.14

95.296

Withheld

360,817,723.54

4.704

TOTAL

7,670,972,661.68

100.000

Michael E. Wiley

Affirmative

7,291,195,796.49

95.049

Withheld

379,776,865.19

4.951

TOTAL

7,670,972,661.68

100.000

PROPOSAL 2

To amend the Declaration of Trust of Fidelity Destiny Portfolios to reduce the required quorum for future shareholder meetings.A

# of
Votes

% of
Votes

Affirmative

5,886,523,798.95

76.738

Against

1,431,969,592.63

18.667

Abstain

340,360,558.94

4.437

Broker Non-Votes

12,118,711.16

0.158

TOTAL

7,670,972,661.68

100.000

A Denotes trust-wide proposal and voting results.

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-advisers

FMR Co., Inc.
Fidelity Management & Research (U.K.) Inc.
Fidelity Research & Analysis Company
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 Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

State Street Bank and Trust Company
Boston, MA

ADESI-USAN-0508
1.814746.102

(Fidelity Investment logo)(registered trademark)

Fidelity® Advisor
Diversified Stock Fund -
Institutional Class

Semiannual Report

March 31, 2008

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

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>

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com (search for "proxy voting results") or visit the Securities and Exchange Commission's (SEC) web site at http://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 LLC 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 holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com or http://www.advisor.fidelity.com, as applicable.

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

Chairman's Message

(Photograph of Edward C. Johnson 3d.)

Dear Shareholder:

Continuation of a credit squeeze, flat consumer spending and a potential recession weighed heavily on stocks in the opening months of 2008, though positive results in investment-grade bonds and money markets offered some comfort to investors. Financial markets are always unpredictable, but there are a number of time-tested principles that can put the historical odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There are tax advantages and cost benefits to consider as well. The more you sell, the more taxes you pay, and the more you trade, the higher the costs. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies

indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best-performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third investment principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces unconstructive "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or over the phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

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, 2007 to March 31, 2008).

Actual Expenses

The first line of the accompanying table 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. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table 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. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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, 2007

Ending
Account Value
March 31, 2008

Expenses Paid
During Period*
October 1, 2007 to
March 31, 2008

Class O

Actual

$ 1,000.00

$ 834.20

$ 2.20

HypotheticalA

$ 1,000.00

$ 1,022.60

$ 2.43

Class A

Actual

$ 1,000.00

$ 833.20

$ 4.08

HypotheticalA

$ 1,000.00

$ 1,020.55

$ 4.50

Class T

Actual

$ 1,000.00

$ 831.20

$ 5.72

HypotheticalA

$ 1,000.00

$ 1,018.75

$ 6.31

Class B

Actual

$ 1,000.00

$ 829.20

$ 8.14

HypotheticalA

$ 1,000.00

$ 1,016.10

$ 8.97

Class C

Actual

$ 1,000.00

$ 829.20

$ 8.14

HypotheticalA

$ 1,000.00

$ 1,016.10

$ 8.97

Institutional Class

Actual

$ 1,000.00

$ 833.50

$ 3.12

HypotheticalA

$ 1,000.00

$ 1,021.60

$ 3.44

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 183/366 (to reflect the one-half year period).

Annualized
Expense Ratio

Class O

.48%

Class A

.89%

Class T

1.25%

Class B

1.78%

Class C

1.78%

Institutional Class

.68%

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of March 31, 2008

% of fund's
net assets

% of fund's net assets
6 months ago

Exxon Mobil Corp.

3.5

1.0

American International Group, Inc.

2.6

2.9

General Electric Co.

2.4

3.3

Cisco Systems, Inc.

2.3

1.1

Corning, Inc.

2.1

1.2

Johnson & Johnson

1.9

1.5

Nestle SA (Reg.)

1.8

1.1

Procter & Gamble Co.

1.7

2.3

Verizon Communications, Inc.

1.7

1.3

JPMorgan Chase & Co.

1.6

1.5

21.6

Top Five Market Sectors as of March 31, 2008

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

21.0

19.4

Industrials

14.0

13.0

Financials

13.5

20.5

Energy

12.6

7.4

Health Care

11.6

12.5

Asset Allocation (% of fund's net assets)

As of March 31, 2008 *

As of September 30, 2007 **

Stocks 98.7%

Stocks 96.5%

Convertible
Securities 0.0%

Convertible
Securities 0.0%

Short-Term
Investments and
Net Other Assets 1.3%

Short-Term
Investments and
Net Other Assets 3.5%

*Foreign investments

21.0%

**Foreign investments

17.9%

Semiannual Report

Investments March 31, 2008 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.7%

Shares

Value

CONSUMER DISCRETIONARY - 8.5%

Distributors - 0.8%

Li & Fung Ltd.

5,000,000

$ 18,534,461

Hotels, Restaurants & Leisure - 0.2%

McCormick & Schmick's Seafood Restaurants (a)

394,608

4,597,183

Household Durables - 0.7%

KB Home (e)

275,000

6,800,750

Pulte Homes, Inc.

725,000

10,548,750

17,349,500

Internet & Catalog Retail - 0.3%

NutriSystem, Inc. (a)(e)

500,000

7,535,000

Leisure Equipment & Products - 0.3%

Brunswick Corp.

250,000

3,992,500

Eastman Kodak Co.

200,000

3,534,000

7,526,500

Media - 3.4%

Comcast Corp. Class A

900,000

17,406,000

DISH Network Corp. Class A (a)

125,000

3,591,250

New Frontier Media, Inc.

1,000,000

4,460,000

Playboy Enterprises, Inc. Class B (non-vtg.) (a)

900,046

7,497,383

The DIRECTV Group, Inc. (a)

300,000

7,437,000

The Walt Disney Co.

675,000

21,181,500

Time Warner, Inc.

1,550,000

21,731,000

83,304,133

Multiline Retail - 0.5%

Kohl's Corp. (a)

175,000

7,505,750

Macy's, Inc.

250,000

5,765,000

13,270,750

Specialty Retail - 1.9%

Charlotte Russe Holding, Inc. (a)

150,000

2,601,000

Citi Trends, Inc. (a)

400,000

7,380,000

Home Depot, Inc.

325,000

9,090,250

Staples, Inc.

675,000

14,924,250

The Men's Wearhouse, Inc.

200,000

4,654,000

Tween Brands, Inc. (a)

300,000

7,422,000

46,071,500

Textiles, Apparel & Luxury Goods - 0.4%

Crocs, Inc. (a)(e)

150,000

2,620,500

Under Armour, Inc. Class A (sub. vtg.) (a)(e)

175,000

6,405,000

9,025,500

TOTAL CONSUMER DISCRETIONARY

207,214,527

CONSUMER STAPLES - 9.0%

Beverages - 0.9%

InBev SA (e)

80,000

7,039,293

Shares

Value

Molson Coors Brewing Co. Class B

250,000

$ 13,142,500

SABMiller plc

125,000

2,738,265

22,920,058

Food & Staples Retailing - 2.4%

CVS Caremark Corp.

150,000

6,076,500

Sysco Corp.

550,000

15,961,000

United Natural Foods, Inc. (a)

850,000

15,903,500

Whole Foods Market, Inc. (e)

650,000

21,430,500

59,371,500

Food Products - 2.9%

Corn Products International, Inc.

200,000

7,428,000

Dean Foods Co.

125,000

2,511,250

Diamond Foods, Inc.

275,000

4,988,500

Marine Harvest ASA (a)

12,500,000

7,314,248

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

125,000

4,621,250

Nestle SA (Reg.)

85,000

42,472,184

69,335,432

Household Products - 2.2%

Energizer Holdings, Inc. (a)

140,000

12,667,200

Procter & Gamble Co.

600,000

42,042,000

54,709,200

Personal Products - 0.5%

Avon Products, Inc.

275,000

10,873,500

Tobacco - 0.1%

British American Tobacco PLC sponsored ADR

19,100

1,446,825

TOTAL CONSUMER STAPLES

218,656,515

ENERGY - 12.6%

Energy Equipment & Services - 3.6%

Atwood Oceanics, Inc. (a)

50,000

4,586,000

BJ Services Co.

300,000

8,553,000

Complete Production Services, Inc. (a)

115,786

2,656,131

ENSCO International, Inc.

125,000

7,827,500

Grey Wolf, Inc. (a)

1,000,000

6,780,000

ION Geophysical Corp. (a)

250,000

3,450,000

Key Energy Services, Inc. (a)

500,000

6,710,000

Nabors Industries Ltd. (a)

5,000

168,850

Noble Corp.

125,000

6,208,750

North American Energy Partners, Inc. (a)

425,000

6,519,502

Schlumberger Ltd. (NY Shares)

400,000

34,800,000

88,259,733

Oil, Gas & Consumable Fuels - 9.0%

Chesapeake Energy Corp.

350,000

16,152,500

Chevron Corp.

75,000

6,402,000

ConocoPhillips

350,000

26,673,500

Copano Energy LLC

75,000

2,564,250

EOG Resources, Inc.

75,000

9,000,000

Exxon Mobil Corp.

1,000,000

84,580,005

Lukoil Oil Co. sponsored ADR

150,000

12,870,000

Marathon Oil Corp.

125,000

5,700,000

Common Stocks - continued

Shares

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

OAO Gazprom sponsored ADR

200,000

$ 10,200,000

OJSC Rosneft unit

675,000

6,081,750

OPTI Canada, Inc. (a)

200,000

3,370,349

Petrobank Energy & Resources Ltd. (a)

50,000

2,274,498

Plains Exploration & Production Co. (a)

100,000

5,314,000

Suncor Energy, Inc.

100,000

9,663,939

Ultra Petroleum Corp. (a)

110,000

8,525,000

Valero Energy Corp.

175,000

8,594,250

217,966,041

TOTAL ENERGY

306,225,774

FINANCIALS - 13.5%

Capital Markets - 1.8%

Credit Suisse Group sponsored ADR

100,000

5,088,000

Goldman Sachs Group, Inc.

40,000

6,615,600

KKR Private Equity Investors, LP

825,000

10,188,750

Lehman Brothers Holdings, Inc.

600,000

22,584,000

44,476,350

Commercial Banks - 2.6%

Anglo Irish Bank Corp. plc

500,000

6,709,050

Erste Bank AG

125,000

8,100,191

M&T Bank Corp.

160,000

12,876,800

Sterling Bancshares, Inc.

350,000

3,479,000

UCBH Holdings, Inc.

200,000

1,552,000

Wachovia Corp.

1,150,000

31,050,000

63,767,041

Consumer Finance - 0.4%

American Express Co.

200,000

8,744,000

Diversified Financial Services - 4.6%

Bank of America Corp.

900,000

34,119,000

Bovespa Holding SA

400,000

5,413,722

CIT Group, Inc.

250,000

2,962,500

Citigroup, Inc.

1,200,000

25,704,000

Climate Exchange PLC (a)

150,000

5,509,270

JPMorgan Chase & Co.

903,300

38,796,735

112,505,227

Insurance - 3.4%

American International Group, Inc.

1,450,000

62,712,500

Hartford Financial Services Group, Inc.

100,000

7,577,000

RenaissanceRe Holdings Ltd.

125,000

6,488,750

W.R. Berkley Corp.

200,000

5,538,000

82,316,250

Thrifts & Mortgage Finance - 0.7%

Fannie Mae

350,000

9,212,000

Shares

Value

MGIC Investment Corp. (e)

310,800

$ 3,272,724

Radian Group, Inc. (e)

799,988

5,255,921

17,740,645

TOTAL FINANCIALS

329,549,513

HEALTH CARE - 11.6%

Biotechnology - 2.1%

Alkermes, Inc. (a)

400,000

4,752,000

Alnylam Pharmaceuticals, Inc. (a)

150,000

3,660,000

Amgen, Inc. (a)

525,000

21,934,500

Cephalon, Inc. (a)

55,000

3,542,000

Genentech, Inc. (a)

175,000

14,206,500

MannKind Corp. (a)(e)

500,000

2,985,000

51,080,000

Health Care Equipment & Supplies - 2.2%

Abiomed, Inc. (a)

300,000

3,942,000

Conceptus, Inc. (a)

650,000

12,064,000

Covidien Ltd.

150,000

6,637,500

Insulet Corp.

225,000

3,240,000

Inverness Medical Innovations, Inc. (a)

150,000

4,515,000

Medtronic, Inc.

250,000

12,092,500

Mindray Medical International Ltd. sponsored ADR

200,000

5,788,000

NxStage Medical, Inc. (a)

600,000

2,592,000

Sirona Dental Systems, Inc. (a)

100,000

2,697,000

53,568,000

Health Care Providers & Services - 3.1%

athenahealth, Inc. (e)

250,000

5,917,500

Emergency Medical Services Corp. Class A (a)

200,008

4,938,198

Henry Schein, Inc. (a)

100,000

5,740,000

Humana, Inc. (a)

50,000

2,243,000

Medco Health Solutions, Inc. (a)

275,000

12,042,250

Tenet Healthcare Corp. (a)

1,000,000

5,660,000

UnitedHealth Group, Inc.

900,022

30,924,756

VCA Antech, Inc. (a)

150,000

4,102,500

WellPoint, Inc. (a)

75,000

3,309,750

74,877,954

Life Sciences Tools & Services - 0.5%

Illumina, Inc. (a)

100,000

7,590,000

QIAGEN NV (a)

225,000

4,680,000

12,270,000

Pharmaceuticals - 3.7%

Barr Pharmaceuticals, Inc. (a)

175,000

8,454,250

Elan Corp. PLC sponsored ADR (a)

250,022

5,215,459

Johnson & Johnson

700,027

45,410,751

Medicis Pharmaceutical Corp. Class A

200,000

3,938,000

Merck & Co., Inc.

375,000

14,231,250

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Pharmaceuticals - continued

Nexmed, Inc. (a)

1,750,000

$ 2,345,000

Schering-Plough Corp.

750,000

10,807,500

90,402,210

TOTAL HEALTH CARE

282,198,164

INDUSTRIALS - 14.0%

Aerospace & Defense - 1.1%

General Dynamics Corp.

75,000

6,252,750

Honeywell International, Inc.

375,000

21,157,500

27,410,250

Air Freight & Logistics - 1.1%

C.H. Robinson Worldwide, Inc.

80,017

4,352,925

United Parcel Service, Inc. Class B

300,000

21,906,000

26,258,925

Airlines - 0.2%

Ryanair Holdings PLC sponsored ADR (a)

175,000

4,949,000

Building Products - 0.2%

Universal Forest Products, Inc.

150,000

4,830,000

Commercial Services & Supplies - 2.6%

Allied Waste Industries, Inc. (a)

500,000

5,405,000

Corporate Executive Board Co.

225,000

9,108,000

CoStar Group, Inc. (a)

249,985

10,749,355

Equifax, Inc.

225,000

7,758,000

Healthcare Services Group, Inc.

725,000

14,964,000

Intertek Group PLC

150,000

3,071,619

Manpower, Inc.

100,000

5,626,000

Robert Half International, Inc.

299,980

7,721,485

64,403,459

Construction & Engineering - 0.5%

Abengoa SA

50,000

1,787,764

Chicago Bridge & Iron Co. NV (NY Shares)

150,000

5,886,000

Shaw Group, Inc. (a)

100,000

4,714,000

12,387,764

Electrical Equipment - 5.1%

ABB Ltd. sponsored ADR

225,000

6,057,000

Evergreen Solar, Inc. (a)(e)

2,750,000

25,492,500

Q-Cells AG (a)(e)

237,500

23,567,314

Renewable Energy Corp. AS (a)(e)

850,000

23,700,126

SolarWorld AG (e)

450,000

21,431,863

Suntech Power Holdings Co. Ltd. sponsored ADR (a)(e)

525,000

21,294,000

Toyo Tanso Co. Ltd.

15,000

1,410,180

122,952,983

Industrial Conglomerates - 2.4%

General Electric Co.

1,550,000

57,365,500

Shares

Value

Machinery - 0.5%

Spire Corp. (a)

125,000

$ 1,920,000

Terex Corp. (a)

175,000

10,937,500

12,857,500

Road & Rail - 0.3%

Ryder System, Inc.

125,000

7,613,750

TOTAL INDUSTRIALS

341,029,131

INFORMATION TECHNOLOGY - 21.0%

Communications Equipment - 5.5%

Cisco Systems, Inc. (a)

2,350,000

56,611,500

Corning, Inc.

2,100,000

50,484,000

Foxconn International Holdings Ltd. (a)

4,000,000

5,396,515

Harris Corp.

100,000

4,853,000

Infinera Corp.

169,500

2,034,000

Juniper Networks, Inc. (a)

150,000

3,750,000

Nice Systems Ltd. sponsored ADR (a)

400,000

11,288,000

Riverbed Technology, Inc. (a)

75,000

1,114,500

135,531,515

Computers & Peripherals - 1.9%

Apple, Inc. (a)

125,000

17,937,500

Hewlett-Packard Co.

450,000

20,547,000

NetApp, Inc. (a)

400,000

8,020,000

46,504,500

Electronic Equipment & Instruments - 2.7%

Acacia Research Corp. - Acacia Technologies (a)

1,499,100

8,619,825

Arrow Electronics, Inc. (a)

150,000

5,047,500

Comverge, Inc. (e)

400,000

4,132,000

Everlight Electronics Co. Ltd.

1,749,960

5,931,677

Hon Hai Precision Industry Co. Ltd. (Foxconn)

2,250,000

12,883,799

Ingram Micro, Inc. Class A (a)

341,200

5,401,196

Itron, Inc. (a)

55,000

4,962,650

Motech Industries, Inc.

2,199,630

15,092,732

Universal Display Corp. (a)

200,000

2,864,000

64,935,379

Internet Software & Services - 2.5%

Akamai Technologies, Inc. (a)

225,000

6,336,000

Equinix, Inc. (a)

100,000

6,649,000

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

70,000

30,832,900

Omniture, Inc. (a)

150,000

3,481,500

SAVVIS, Inc. (a)

475,000

7,728,250

Terremark Worldwide, Inc. (a)

1,000,019

5,480,104

60,507,754

IT Services - 2.6%

Cognizant Technology Solutions Corp. Class A (a)

600,000

17,298,000

MasterCard, Inc. Class A

20,000

4,459,800

Paychex, Inc.

850,000

29,121,000

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

IT Services - continued

The Western Union Co.

400,000

$ 8,508,000

Visa, Inc.

75,000

4,677,000

64,063,800

Semiconductors & Semiconductor Equipment - 4.3%

ARM Holdings PLC sponsored ADR

2,000,000

10,540,000

ASML Holding NV (NY Shares)

400,000

9,924,000

Broadcom Corp. Class A (a)

450,000

8,671,500

Intel Corp.

1,600,000

33,888,000

Lam Research Corp. (a)

175,000

6,688,500

National Semiconductor Corp.

1,000,020

18,320,366

NVIDIA Corp. (a)

150,000

2,968,500

Richtek Technology Corp.

500,000

3,981,966

Siliconware Precision Industries Co. Ltd. sponsored ADR

450,000

3,780,000

Taiwan Semiconductor Manufacturing Co. Ltd.

2,499,995

5,191,354

103,954,186

Software - 1.5%

Adobe Systems, Inc. (a)

325,000

11,566,750

Microsoft Corp.

200,000

5,676,000

Nintendo Co. Ltd.

15,000

7,847,676

Quality Systems, Inc. (e)

350,000

10,454,500

Salesforce.com, Inc. (a)

25,000

1,446,750

36,991,676

TOTAL INFORMATION TECHNOLOGY

512,488,810

MATERIALS - 2.1%

Chemicals - 1.7%

Airgas, Inc.

75,000

3,410,250

Monsanto Co.

125,000

13,937,500

Tokuyama Corp.

1,250,000

9,179,385

Wacker Chemie AG

50,000

10,243,535

Zoltek Companies, Inc. (a)(e)

200,000

5,304,000

42,074,670

Metals & Mining - 0.4%

ArcelorMittal SA (NY Reg.) Class A

100,000

8,180,000

Timminco Ltd. (a)

100,000

2,376,778

10,556,778

TOTAL MATERIALS

52,631,448

TELECOMMUNICATION SERVICES - 3.2%

Diversified Telecommunication Services - 2.6%

AT&T, Inc.

600,000

22,980,000

Verizon Communications, Inc.

1,100,000

40,095,000

63,075,000

Shares

Value

Wireless Telecommunication Services - 0.6%

America Movil SAB de CV Series L sponsored ADR

100,000

$ 6,369,000

Bharti Airtel Ltd. (a)

225,000

4,644,173

Sistema JSFC sponsored GDR

125,000

4,012,500

15,025,673

TOTAL TELECOMMUNICATION SERVICES

78,100,673

UTILITIES - 3.2%

Electric Utilities - 1.8%

Entergy Corp.

100,000

10,908,000

Exelon Corp.

250,000

20,317,500

Great Plains Energy, Inc.

200,000

4,930,000

PPL Corp.

150,000

6,888,000

43,043,500

Independent Power Producers & Energy Traders - 1.2%

AES Corp. (a)

350,000

5,834,500

Clipper Windpower PLC (a)(f)

978,496

9,911,769

NRG Energy, Inc. (a)

325,000

12,671,750

28,418,019

Multi-Utilities - 0.2%

Public Service Enterprise Group, Inc.

150,000

6,028,500

TOTAL UTILITIES

77,490,019

TOTAL COMMON STOCKS

(Cost $2,740,783,294)

2,405,584,574

Convertible Bonds - 0.0%

Principal Amount

UTILITIES - 0.0%

Independent Power Producers & Energy Traders - 0.0%

Calpine Corp. 7.75% 6/1/15 (d)
(Cost $1,315,064)

$ 2,950,000

334,280

Money Market Funds - 7.0%

Shares

Fidelity Cash Central Fund, 2.69% (b)

55,710,759

55,710,759

Fidelity Securities Lending Cash Central Fund, 2.84% (b)(c)

115,496,855

115,496,855

TOTAL MONEY MARKET FUNDS

(Cost $171,207,614)

171,207,614

Cash Equivalents - 0.2%

Maturity Amount

Value

Investments in repurchase agreements in a joint trading account at 1.44%, dated 3/31/08 due 4/1/08 (Collateralized by U.S. Treasury Obligations) #
(Cost $3,056,000)

$ 3,056,122

$ 3,056,000

TOTAL INVESTMENT PORTFOLIO - 105.9%

(Cost $2,916,361,972)

2,580,182,468

NET OTHER ASSETS - (5.9)%

(142,961,291)

NET ASSETS - 100%

$ 2,437,221,177

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) Non-income producing - Issuer is in default.

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

(f) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

# Additional Information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement / Counterparty

Value

$3,056,000 due 4/01/08 at 1.44%

Banc of America Securities LLC

$ 550,571

Barclays Capital, Inc.

1,009,131

Lehman Brothers, Inc.

1,496,298

$ 3,056,000

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 1,998,595

Fidelity Securities Lending Cash Central Fund

1,635,617

Total

$ 3,634,212

Other Information

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

United States of America

79.0%

Germany

2.3%

Switzerland

2.2%

Taiwan

2.0%

United Kingdom

1.7%

Cayman Islands

1.6%

Netherlands Antilles

1.4%

Canada

1.4%

Russia

1.3%

Norway

1.3%

Others (individually less than 1%)

5.8%

100.0%

Income Tax Information

At September 30, 2007, the fund had a capital loss carryforward of approximately $101,274,077 all of which will expire on September 30, 2011.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

March 31, 2008 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $111,993,388 and repurchase agreements of $3,056,000) - See accompanying schedule:

Unaffiliated issuers (cost $2,745,154,358)

$ 2,408,974,854

Fidelity Central Funds (cost $171,207,614)

171,207,614

Total Investments (cost $2,916,361,972)

$ 2,580,182,468

Cash

291

Receivable for investments sold

13,336,554

Receivable for fund shares sold

217,658

Dividends receivable

1,854,904

Distributions receivable from Fidelity Central Funds

476,881

Prepaid expenses

7,326

Other receivables

191,035

Total assets

2,596,267,117

Liabilities

Payable for investments purchased

Regular delivery

$ 37,436,533

Delayed delivery

1,903,721

Payable for fund shares redeemed

2,998,053

Accrued management fee

866,977

Distribution fees payable

44,676

Other affiliated payables

121,787

Other payables and accrued expenses

177,338

Collateral on securities loaned, at value

115,496,855

Total liabilities

159,045,940

Net Assets

$ 2,437,221,177

Net Assets consist of:

Paid in capital

$ 2,887,022,213

Undistributed net investment income

8,385,957

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

(122,037,380)

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

(336,149,613)

Net Assets

$ 2,437,221,177

Statement of Assets and Liabilities - continued

March 31, 2008 (Unaudited)

Class O:
Net Asset Value, offering price and redemption price per share ($2,235,483,892 ÷ 155,206,204 shares)

$ 14.40

Class A:
Net Asset Value and redemption price per share ($156,280,885 ÷ 11,061,940 shares)

$ 14.13

Maximum offering price per share (100/94.25 of $14.13)

$ 14.99

Class T:
Net Asset Value and redemption price per share ($19,909,525 ÷ 1,419,930 shares)

$ 14.02

Maximum offering price per share (100/96.50 of $14.02)

$ 14.53

Class B:
Net Asset Value and offering price per share ($1,096,929 ÷ 78,747 shares)A

$ 13.93

Class C:
Net Asset Value and offering price per share ($3,642,643 ÷ 261,492 shares)A

$ 13.93

Institutional Class:
Net Asset Value, offering price and redemption price per share ($20,807,303 ÷ 1,432,834 shares)

$ 14.52

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, 2008 (Unaudited)

Investment Income

Dividends

$ 19,589,787

Interest

96,332

Income from Fidelity Central Funds (including $1,635,617 from security lending)

3,634,212

Total income

23,320,331

Expenses

Management fee

$ 5,969,557

Transfer agent fees

306,567

Distribution fees

301,285

Accounting and security lending fees

475,429

Custodian fees and expenses

137,659

Independent trustees' compensation

5,885

Appreciation in deferred trustee compensation account

13

Registration fees

26,699

Audit

38,200

Legal

13,904

Miscellaneous

25,574

Total expenses before reductions

7,300,772

Expense reductions

(78,851)

7,221,921

Net investment income (loss)

16,098,410

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers (net of foreign taxes of $104,790)

(14,265,098)

Foreign currency transactions

136,164

Total net realized gain (loss)

(14,128,934)

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $435,917)

(502,879,642)

Assets and liabilities in foreign currencies

(39,939)

Total change in net unrealized appreciation (depreciation)

(502,919,581)

Net gain (loss)

(517,048,515)

Net increase (decrease) in net assets resulting from operations

$ (500,950,105)

Statement of Changes in Net Assets

Six months ended March 31, 2008 (Unaudited)

Year ended
September 30,
2007

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 16,098,410

$ 29,562,750

Net realized gain (loss)

(14,128,934)

549,424,345

Change in net unrealized appreciation (depreciation)

(502,919,581)

(5,640,666)

Net increase (decrease) in net assets resulting from operations

(500,950,105)

573,346,429

Distributions to shareholders from net investment income

(29,097,092)

(30,072,413)

Share transactions - net increase (decrease)

(168,742,336)

(1,049,322,859)

Total increase (decrease) in net assets

(698,789,533)

(506,048,843)

Net Assets

Beginning of period

3,136,010,710

3,642,059,553

End of period (including undistributed net investment income of $8,385,957 and undistributed net investment income
of $22,785,930, respectively)

$ 2,437,221,177

$ 3,136,010,710

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

Semiannual Report

Financial Highlights - Class O

Six months ended March 31, 2008

Years ended September 30,

(Unaudited)

2007

2006

2005

2004

2003

Selected Per-Share Data

Net asset value, beginning of period

$ 17.44

$ 14.82

$ 13.51

$ 11.85

$ 11.06

$ 9.31

Income from Investment Operations

Net investment income (loss) E

.10

.15

.13

.16 H

.10

.09

Net realized and unrealized gain (loss)

(2.97)

2.62

1.29

1.66

.78

1.75

Total from investment operations

(2.87)

2.77

1.42

1.82

.88

1.84

Distributions from net investment income

(.17)

(.15)

(.11)

(.16)

(.09)

(.09)

Net asset value, end of period

$ 14.40

$ 17.44

$ 14.82

$ 13.51

$ 11.85

$ 11.06

Total Return B,C,D

(16.58)%

18.83%

10.55%

15.46%

7.96%

19.88%

Ratios to Average Net Assets F,I

Expenses before reductions

.48% A

.49%

.49%

.49%

.49%

.49%

Expenses net of fee waivers, if any

.48% A

.49%

.49%

.49%

.49%

.49%

Expenses net of all reductions

.48% A

.48%

.48%

.44%

.47%

.46%

Net investment income (loss)

1.18% A

.95%

.90%

1.27% H

.79%

.85%

Supplemental Data

Net assets, end of period (000 omitted)

$ 2,235,484

$ 2,878,127

$ 2,915,932

$ 2,988,758

$ 3,099,403

$ 3,144,123

Portfolio turnover rate G

114% A

148%

66%

130%

52%

71%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

H 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%.

I 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, 2008

Years ended September 30,

(Unaudited)

2007

2006

2005 L

2004

2003

Selected Per-Share Data

Net asset value, beginning of period

$ 17.07

$ 14.53

$ 13.24

$ 11.62

$ 10.87

$ 9.16

Income from Investment Operations

Net investment income (loss) F

.06

.08

.06

.08 I

- K

- K

Net realized and unrealized gain (loss)

(2.89)

2.56

1.28

1.62

.77

1.73

Total from investment operations

(2.83)

2.64

1.34

1.70

.77

1.73

Distributions from net investment income

(.11)

(.10)

(.05)

(.08)

(.02)

(.02)

Net asset value, end of period

$ 14.13

$ 17.07

$ 14.53

$ 13.24

$ 11.62

$ 10.87

Total Return B,C,D,E

(16.68)%

18.25%

10.13%

14.68%

7.08%

18.91%

Ratios to Average Net Assets G,J

Expenses before reductions

.89%A

.91%

.95%

1.09%

1.29%

1.36%

Expenses net of fee waivers, if any

.89%A

.91%

.95%

1.08%

1.29%

1.36%

Expenses net of all reductions

.88%A

.90%

.94%

1.03%

1.27%

1.32%

Net investment income (loss)

.78%A

.52%

.44%

.67% I

-%

(.01)%

Supplemental Data

Net assets, end of period (000 omitted)

$ 156,281

$ 182,686

$ 130,332

$ 80,938

$ 52,741

$ 31,240

Portfolio turnover rate H

114%A

148%

66%

130%

52%

71%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

H Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

I 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%.

J 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.

K Amount represents less than $.01 per share.

L 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, 2008

Years ended September 30,

(Unaudited)

2007

2006

2005 H

Selected Per-Share Data

Net asset value, beginning of period

$ 16.91

$ 14.45

$ 13.24

$ 12.84

Income from Investment Operations

Net investment income (loss) E

.03

.03

.02

- J

Net realized and unrealized gain (loss)

(2.88)

2.54

1.27

.40

Total from investment operations

(2.85)

2.57

1.29

.40

Distributions from net investment income

(.04)

(.11)

(.08)

-

Net asset value, end of period

$ 14.02

$ 16.91

$ 14.45

$ 13.24

Total ReturnB,C,D

(16.88)%

17.90%

9.75%

3.12%

Ratios to Average Net AssetsF,I

Expenses before reductions

1.25% A

1.23%

1.25%

1.18% A

Expenses net of fee waivers, if any

1.25% A

1.23%

1.25%

1.18% A

Expenses net of all reductions

1.24% A

1.22%

1.24%

1.13% A

Net investment income (loss)

.42% A

.20%

.14%

(.04)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 19,910

$ 26,732

$ 12,646

$ 199

Portfolio turnover rate G

114% A

148%

66%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

H For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005.

I 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.

J Amount represents less than $.01 per share.

Financial Highlights - Class B

Six months ended March 31, 2008

Years ended September 30,

(Unaudited)

2007

2006

2005 H

Selected Per-Share Data

Net asset value, beginning of period

$ 16.80

$ 14.38

$ 13.22

$ 12.84

Income from Investment Operations

Net investment income (loss) E

(.01)

(.06)

(.06)

(.02)

Net realized and unrealized gain (loss)

(2.86)

2.54

1.27

.40

Total from investment operations

(2.87)

2.48

1.21

.38

Distributions from net investment income

-

(.06)

(.05)

-

Net asset value, end of period

$ 13.93

$ 16.80

$ 14.38

$ 13.22

Total Return B,C,D

(17.08)%

17.26%

9.19%

2.96%

Ratios to Average Net Assets F,I

Expenses before reductions

1.78% A

1.81%

1.82%

1.72%A

Expenses net of fee waivers, if any

1.78% A

1.81%

1.82%

1.72%A

Expenses net of all reductions

1.78% A

1.80%

1.81%

1.67%A

Net investment income (loss)

(.11)% A

(.37)%

(.42)%

(.59)%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 1,097

$ 1,356

$ 909

$ 106

Portfolio turnover rate G

114%A

148%

66%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

H For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005.

I 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, 2008

Years ended September 30,

(Unaudited)

2007

2006

2005 H

Selected Per-Share Data

Net asset value, beginning of period

$ 16.80

$ 14.37

$ 13.22

$ 12.84

Income from Investment Operations

Net investment income (loss) E

(.01)

(.06)

(.06)

(.02)

Net realized and unrealized gain (loss)

(2.86)

2.54

1.28

.40

Total from investment operations

(2.87)

2.48

1.22

.38

Distributions from net investment income

-

(.05)

(.07)

-

Net asset value, end of period

$ 13.93

$ 16.80

$ 14.37

$ 13.22

Total Return B,C,D

(17.08)%

17.31%

9.20%

2.96%

Ratios to Average Net Assets F,I

Expenses before reductions

1.78% A

1.79%

1.84%

1.69% A

Expenses net of fee waivers, if any

1.78% A

1.79%

1.84%

1.69% A

Expenses net of all reductions

1.77% A

1.78%

1.84%

1.64% A

Net investment income (loss)

(.11)% A

(.36)%

(.45)%

(.56)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 3,643

$ 4,897

$ 2,758

$ 103

Portfolio turnover rate G

114% A

148%

66%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

H For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005.

I 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, 2008

Years ended September 30,

(Unaudited)

2007

2006

2005 G

Selected Per-Share Data

Net asset value, beginning of period

$ 17.56

$ 14.77

$ 13.50

$ 13.08

Income from Investment Operations

Net investment income (loss) D

.08

.12

.09

.01

Net realized and unrealized gain (loss)

(2.99)

2.67

1.29

.41

Total from investment operations

(2.91)

2.79

1.38

.42

Distributions from net investment income

(.13)

-

(.11)

-

Net asset value, end of period

$ 14.52

$ 17.56

$ 14.77

$ 13.50

Total Return B,C

(16.65)%

18.89%

10.26%

3.21%

Ratios to Average Net Assets E,H

Expenses before reductions

.68% A

.65%

.77%

.69% A

Expenses net of fee waivers, if any

.68% A

.65%

.77%

.69% A

Expenses net of all reductions

.68% A

.64%

.76%

.64% A

Net investment income (loss)

.98% A

.78%

.62%

.41% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 20,807

$ 42,212

$ 579,483

$ 103

Portfolio turnover rate F

114% A

148%

66%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

G For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005.

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. 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, 2008 (Unaudited)

1. Organization.

Fidelity Advisor Diversified Stock Fund (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 (formerly Class N), 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.

On September 29, 2006, the President signed into law the Military Personnel Financial Services Protection Act (the "Act") which prohibits the issuance or sale of new periodic payment plans, such as the Destiny Plans. Effective October 27, 2006, shares of Class A and Class O will no longer be offered to the general public through Fidelity Systematic Investment Plans. The Act does not alter the rights or obligations, including rights of redemption, of existing Destiny Planholders. Planholders can continue to contribute to existing Destiny Plans I: O and Destiny Plans I: N.

2. Investments in Fidelity Central Funds.

The Fund may invest in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

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

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the SEC's web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC's web site or upon request.

3. Significant Accounting Policies.

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. Actual results could differ from those estimates. 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 available dealer supplied prices. Investments in open-end mutual funds, including the Fidelity Central 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 cannot 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.

Semiannual Report

3. Significant Accounting Policies - continued

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. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV for processing shareholder transactions includes trades executed through the end of the prior business day. 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 distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are 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. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectibility of interest is reasonably assured.

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. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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 invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. The Fund is subject to the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Fund's federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service. 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, deferred trustees compensation, futures transactions, certain foreign taxes, partnerships, 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

$ 129,328,695

Unrealized depreciation

(481,769,385)

Net unrealized appreciation (depreciation)

$ (352,440,690)

Cost for federal income tax purposes

$ 2,932,623,158

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

New Accounting Pronouncement. In September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and results in expanded disclosures about fair value measurements.

4. 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.

Delayed Delivery Transactions and When-Issued Securities. The Fund may purchase or sell securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is marked-to-market daily and equivalent deliverable securities are held for the transaction. The value of the securities purchased on a delayed delivery or when-issued basis are identified as such in the Fund's Schedule of Investments. The Fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,554,151,575 and $1,656,279,954, respectively.

6. 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 .26% 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 .43% of the Fund's average net assets.

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

-%

.25%

$ 215,057

$ 16,098

Class T

.25%

.25%

58,400

-

Class B

.75%

.25%

6,239

4,679

Class C

.75%

.25%

21,589

2,875

$ 301,285

$ 23,652

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 and .25% for certain purchases of Class T shares.

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

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

Retained
by FDC

Class A

$ 6,571

Class T

918

Class B*

2,777

Class C*

172

$ 10,438

* 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 Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for Class O, Class A, Class T, Class B, Class C and Institutional Class. FIIOC 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. FIIOC does not receive a fee for Class O Destiny Plan accounts. In addition, FIIOC pays for typesetting, printing, and mailing of shareholder reports, except proxy statements. Prior to January 1, 2008, Fidelity Service Company, Inc. (FSC), also an affiliate of FMR was the transfer agent for Class O. For the period, the total transfer agent fees paid by each class were as follows:

Amount

% of
Average
Net Assets*

Class O

$ 89,846

.01

Class A

140,792

.16

Class T

31,890

.27

Class B

1,919

.31

Class C

6,600

.30

Institutional Class

35,520

.21

$ 306,567

* 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.

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 $19,243 for the period.

7. 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, which amounted to $3,696 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. 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 interest income from Fidelity Central Funds.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

9. Expense Reductions.

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 $71,231 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 $5,250. During the period, credits reduced each class' transfer agent expense as noted in the table below.

Transfer Agent
expense reduction

Class O

$ 1,058

Class A

1,172

Class T

137

Institutional Class

3

$ 2,370

10. 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.

In December 2006, the Independent Trustees, with the assistance of independent counsel, completed an investigation regarding gifts, gratuities and business entertainment provided by certain brokers to certain individuals who were employed on FMR's domestic equity trading desk during the period 2002 to 2004. The Independent Trustees and FMR agreed that, despite the absence of proof that the Fidelity mutual funds experienced diminished execution quality as a result of the improper receipt of gifts and business entertainment, the conduct at issue was serious and was worthy of redress. Accordingly, the Independent Trustees requested, and FMR agreed to make, a payment of $42 million plus accrued interest, which equaled approximately $7.3 million, to certain Fidelity mutual funds.

In March 2008, the Trustees approved a method for allocating this payment among the funds and, in total, FMR paid the fund $ 442,808, which is recorded in the accompanying Statement of Operations.

In a related administrative order dated March 5, 2008, the U.S. Securities and Exchange Commission ("SEC") announced a settlement with FMR and FMR Co., Inc. (an affiliate of FMR) involving the SEC's regulatory rules for investment advisers and the improper receipt of gifts, gratuities and business entertainment. Without admitting or denying the SEC's findings, FMR agreed to pay an $8 million civil penalty to the United States Treasury.

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
March 31,
2008

Year ended
September 30,
2007

From net investment income

Class O

$ 27,563,076

$ 28,900,136

Class A

1,168,332

976,377

Class T

63,471

177,927

Class B

-

5,391

Class C

-

12,582

Institutional Class

302,213

-

Total

$ 29,097,092

$ 30,072,413

Semiannual Report

12. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended March 31,
2008

Year ended
September 30,
2007

Six months ended March 31,
2008

Year ended
September 30,
2007

Class O

Shares sold

1,441,810

3,506,962

$ 23,118,501

$ 55,847,896

Reinvestment of distributions

1,406,128

1,573,620

23,327,681

24,375,356

Shares redeemed

(12,685,226)

(36,793,773)

(203,625,478)

(593,298,582)

Net increase (decrease)

(9,837,288)

(31,713,191)

$ (157,179,296)

$ (513,075,330)

Class A

Shares sold

1,092,606

3,127,611

$ 17,402,594

$ 48,834,750

Reinvestment of distributions

68,157

61,138

1,110,270

930,525

Shares redeemed

(797,961)

(1,462,015)

(12,377,104)

(23,133,989)

Net increase (decrease)

362,802

1,726,734

$ 6,135,760

$ 26,631,286

Class T

Shares sold

94,553

1,103,751

$ 1,451,127

$ 16,839,396

Reinvestment of distributions

3,888

11,601

62,953

175,291

Shares redeemed

(259,297)

(409,973)

(4,018,195)

(6,466,921)

Net increase (decrease)

(160,856)

705,379

$ (2,504,115)

$ 10,547,766

Class B

Shares sold

9,185

70,820

$ 144,419

$ 1,073,799

Reinvestment of distributions

-

325

-

4,907

Shares redeemed

(11,183)

(53,648)

(170,378)

(836,615)

Net increase (decrease)

(1,998)

17,497

$ (25,959)

$ 242,091

Class C

Shares sold

18,951

190,781

$ 287,731

$ 2,924,440

Reinvestment of distributions

-

771

-

11,622

Shares redeemed

(48,969)

(91,877)

(741,712)

(1,415,932)

Net increase (decrease)

(30,018)

99,675

$ (453,981)

$ 1,520,130

Institutional Class

Shares sold

24,229

2,418,447

$ 408,265

$ 36,833,323

Reinvestment of distributions

4,675

-

78,258

-

Shares redeemed

(1,000,148)

(39,238,416)

(15,201,268)

(612,022,125)

Net increase (decrease)

(971,244)

(36,819,969)

$ (14,714,745)

$ (575,188,802)

Semiannual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on April 16, 2008. The results of votes taken among shareholders on the 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 elect a Board of Trustees.A

# of
Votes

% of
Votes

James C. Curvey

Affirmative

7,301,245,402.99

95.180

Withheld

369,727,258.69

4.820

TOTAL

7,670,972,661.68

100.000

Dennis J. Dirks

Affirmative

7,315,162,274.23

95.362

Withheld

355,810,387.45

4.638

TOTAL

7,670,972,661.68

100.000

Edward C. Johnson 3d

Affirmative

7,279,566,042.90

94.898

Withheld

391,406,618.78

5.102

TOTAL

7,670,972,661.68

100.000

Alan J. Lacy

Affirmative

7,308,976,735.47

95.281

Withheld

361,995,926.21

4.719

TOTAL

7,670,972,661.68

100.000

Ned C. Lautenbach

Affirmative

7,311,645,783.73

95.316

Withheld

359,326,877.95

4.684

TOTAL

7,670,972,661.68

100.000

Joseph Mauriello

Affirmative

7,299,247,385.40

95.154

Withheld

371,725,276.28

4.846

TOTAL

7,670,972,661.68

100.000

Cornelia M. Small

Affirmative

7,304,074,583.68

95.217

Withheld

366,898,078.00

4.783

TOTAL

7,670,972,661.68

100.000

William S. Stavropoulos

Affirmative

7,288,328,101.58

95.012

Withheld

382,644,560.10

4.988

TOTAL

7,670,972,661.68

100.000

David M. Thomas

Affirmative

7,310,154,938.14

95.296

Withheld

360,817,723.54

4.704

TOTAL

7,670,972,661.68

100.000

Michael E. Wiley

Affirmative

7,291,195,796.49

95.049

Withheld

379,776,865.19

4.951

TOTAL

7,670,972,661.68

100.000

PROPOSAL 2

To amend the Declaration of Trust of Fidelity Destiny Portfolios to reduce the required quorum for future shareholder meetings.A

# of
Votes

% of
Votes

Affirmative

5,886,523,798.95

76.738

Against

1,431,969,592.63

18.667

Abstain

340,360,558.94

4.437

Broker Non-Votes

12,118,711.16

0.158

TOTAL

7,670,972,661.68

100.000

A Denotes trust-wide proposal and voting results.

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-advisers

FMR Co., Inc.
Fidelity Management & Research (U.K.) Inc.
Fidelity Research & Analysis Company
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 Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

State Street Bank and Trust Company
Boston, MA

ADESI-I-USAN-0508
1.814752.102

(Fidelity Investment logo)(registered trademark)

Fidelity Destiny® Portfolios:
Fidelity® Advisor
Capital Development Fund -
Class A

Semiannual Report

March 31, 2008

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

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>

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com ("search for proxy voting guidelines") or visit the Securities and Exchange Commission's (SEC) web site at http://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 LLC 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 holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com or http://www.advisor.fidelity.com, as applicable.

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

Chairman's Message

(Photograph of Edward C. Johnson 3d.)

Dear Shareholder:

Continuation of a credit squeeze, flat consumer spending and a potential recession weighed heavily on stocks in the opening months of 2008, though positive results in investment-grade bonds and money markets offered some comfort to investors. Financial markets are always unpredictable, but there are a number of time-tested principles that can put the historical odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There are tax advantages and cost benefits to consider as well. The more you sell, the more taxes you pay, and the more you trade, the higher the costs. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies

indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best-performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third investment principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces unconstructive "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or over the phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

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, 2007 to March 31, 2008).

Actual Expenses

The first line of the accompanying table 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. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table 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. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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, 2007

Ending
Account Value
March 31, 2008

Expenses Paid
During Period*
October 1, 2007 to
March 31, 2008

Class O

Actual

$ 1,000.00

$ 888.90

$ 2.79

HypotheticalA

$ 1,000.00

$ 1,022.05

$ 2.98

Class A

Actual

$ 1,000.00

$ 887.20

$ 4.62

HypotheticalA

$ 1,000.00

$ 1,020.10

$ 4.95

Class T

Actual

$ 1,000.00

$ 884.60

$ 6.69

HypotheticalA

$ 1,000.00

$ 1,017.90

$ 7.16

Class B

Actual

$ 1,000.00

$ 882.70

$ 8.94

HypotheticalA

$ 1,000.00

$ 1,015.50

$ 9.57

Class C

Actual

$ 1,000.00

$ 883.20

$ 8.95

HypotheticalA

$ 1,000.00

$ 1,015.50

$ 9.57

Institutional Class

Actual

$ 1,000.00

$ 888.00

$ 3.49

Hypothetical A

$ 1,000.00

$ 1,021.30

$ 3.74

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 183/366 (to reflect the one-half year period).

Annualized
Expense Ratio

Class O

.59%

Class A

.98%

Class T

1.42%

Class B

1.90%

Class C

1.90%

Institutional Class

.74%

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of March 31, 2008

% of fund's
net assets

% of fund's net assets
6 months ago

Hess Corp.

3.5

0.0

The Mosaic Co.

3.0

0.0

Hewlett-Packard Co.

2.4

3.9

NIKE, Inc. Class B

2.3

0.0

McDonald's Corp.

2.3

0.0

Nokia Corp. sponsored ADR

1.9

0.0

ConocoPhillips

1.8

0.0

Goldman Sachs Group, Inc.

1.7

1.5

Petroleo Brasileiro SA - Petrobras sponsored ADR

1.7

0.0

Anadarko Petroleum Corp.

1.7

0.0

22.3

Top Five Market Sectors as of March 31, 2008

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

22.1

9.2

Energy

18.7

6.7

Materials

14.6

2.5

Consumer Discretionary

11.5

7.9

Industrials

11.4

12.2

Asset Allocation (% of fund's net assets)

As of March 31, 2008 *

As of September 30, 2007 **

Stocks 99.3%

Stocks 98.1%

Convertible
Securities 0.0%

Convertible
Securities 0.4%

Short-Term
Investments and
Net Other Assets 0.7%

Short-Term
Investments and
Net Other Assets 1.5%

*Foreign investments

23.4%

**Foreign investments

17.9%

Semiannual Report

Investments March 31, 2008 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.3%

Shares

Value

CONSUMER DISCRETIONARY - 11.5%

Auto Components - 0.2%

Johnson Controls, Inc.

282,000

$ 9,531,600

Automobiles - 0.2%

Daimler AG (d)

128,300

10,976,065

Diversified Consumer Services - 0.2%

Anhanguera Educacional Participacoes SA unit (a)

200,000

2,735,354

DeVry, Inc.

200,000

8,368,000

11,103,354

Hotels, Restaurants & Leisure - 2.8%

Bally Technologies, Inc. (a)

200,000

6,868,000

McDonald's Corp.

1,991,900

111,088,263

Yum! Brands, Inc.

509,300

18,951,053

136,907,316

Household Durables - 0.9%

D.R. Horton, Inc.

850,000

13,387,500

Jarden Corp. (a)

550,000

11,957,000

Whirlpool Corp.

230,000

19,959,400

45,303,900

Internet & Catalog Retail - 0.9%

Expedia, Inc. (a)

200,000

4,378,000

Priceline.com, Inc. (a)

308,300

37,261,138

41,639,138

Media - 0.7%

CKX, Inc. (a)

183,080

1,742,922

Focus Media Holding Ltd. ADR (a)(d)

350,000

12,302,500

Omnicom Group, Inc.

20,000

883,600

The DIRECTV Group, Inc. (a)

586,802

14,546,822

The Walt Disney Co.

200,000

6,276,000

35,751,844

Specialty Retail - 2.4%

Best Buy Co., Inc.

1,120,000

46,435,200

Gamestop Corp. Class A (a)

382,000

19,753,220

Ross Stores, Inc.

956,020

28,642,359

TJX Companies, Inc.

750,000

24,802,500

119,633,279

Textiles, Apparel & Luxury Goods - 3.2%

NIKE, Inc. Class B

1,691,800

115,042,400

Skechers U.S.A., Inc. Class A (sub. vtg.) (a)

1,344,508

27,172,507

Warnaco Group, Inc. (a)

410,000

16,170,400

158,385,307

TOTAL CONSUMER DISCRETIONARY

569,231,803

CONSUMER STAPLES - 2.7%

Beverages - 0.1%

PepsiAmericas, Inc.

206,900

5,282,157

Food & Staples Retailing - 0.3%

Kroger Co.

594,100

15,090,140

Shares

Value

Food Products - 1.3%

Bunge Ltd. (d)

319,700

$ 27,775,536

Chiquita Brands International, Inc. (a)

56,738

1,311,215

Fresh Del Monte Produce, Inc. (a)

1,018,700

37,080,680

66,167,431

Tobacco - 1.0%

Altria Group, Inc.

918,700

20,395,140

British American Tobacco PLC

256,800

9,727,584

British American Tobacco PLC sponsored ADR

250,000

18,937,500

49,060,224

TOTAL CONSUMER STAPLES

135,599,952

ENERGY - 18.7%

Energy Equipment & Services - 5.8%

Atwood Oceanics, Inc. (a)

218,900

20,077,508

BJ Services Co.

410,000

11,689,100

Diamond Offshore Drilling, Inc.

103,300

12,024,120

ENSCO International, Inc.

390,000

24,421,800

Helmerich & Payne, Inc.

879,300

41,212,791

Hercules Offshore, Inc. (a)

102,700

2,579,824

Nabors Industries Ltd. (a)

300,000

10,131,000

National Oilwell Varco, Inc. (a)

1,227,190

71,643,352

Patterson-UTI Energy, Inc.

864,000

22,619,520

Rowan Companies, Inc.

130,000

5,353,400

Tidewater, Inc.

509,300

28,067,523

Transocean, Inc. (a)

256,260

34,646,352

Weatherford International Ltd. (a)

50,000

3,623,500

288,089,790

Oil, Gas & Consumable Fuels - 12.9%

Anadarko Petroleum Corp.

1,303,200

82,140,696

Apache Corp.

300,000

36,246,000

Chesapeake Energy Corp.

629,330

29,043,580

Chevron Corp.

159,800

13,640,528

Cimarex Energy Co.

280,000

15,327,200

ConocoPhillips

1,145,100

87,268,071

Hess Corp.

1,954,300

172,330,175

Hugoton Royalty Trust

100,000

2,758,000

Marathon Oil Corp.

199,300

9,088,080

Occidental Petroleum Corp.

580,300

42,460,551

Petrobank Energy & Resources Ltd. (a)

112,300

5,108,523

Petroleo Brasileiro SA - Petrobras sponsored ADR

809,100

82,617,201

Suncor Energy, Inc.

228,300

22,062,773

Valero Energy Corp.

713,227

35,026,578

635,117,956

TOTAL ENERGY

923,207,746

FINANCIALS - 22.1%

Capital Markets - 5.2%

Bank of New York Mellon Corp.

100,000

4,173,000

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Capital Markets - continued

GLG Partners, Inc. (d)

3,931,538

$ 46,667,356

GLG Partners, Inc. warrants 12/28/11 (a)

4,063,900

18,368,828

Goldman Sachs Group, Inc.

516,747

85,464,786

Lehman Brothers Holdings, Inc.

1,352,789

50,918,978

Morgan Stanley

500,000

22,850,000

State Street Corp.

337,500

26,662,500

255,105,448

Commercial Banks - 1.4%

Bank of Nova Scotia

254,700

11,549,079

BB&T Corp.

200,000

6,412,000

U.S. Bancorp, Delaware

217,400

7,035,064

Wachovia Corp.

380,000

10,260,000

Wells Fargo & Co.

1,130,000

32,883,000

68,139,143

Diversified Financial Services - 7.2%

Bank of America Corp.

1,700,000

64,447,000

Bolsa de Mercadorias & Futuros - BM&F SA

500,000

4,504,787

CME Group, Inc.

7,000

3,283,700

Deutsche Boerse AG

78,900

12,707,994

GHL Acquisition Corp. unit

1,129,580

10,900,447

JPMorgan Chase & Co.

1,720,000

73,874,000

Leucadia National Corp.

509,300

23,030,546

Liberty Acquisition Holdings Corp.:

unit

3,793,900

39,456,560

warrants 12/12/13 (a)

393,500

834,220

Liberty International Acquisition Co. (e)

4,125,000

58,279,939

Liberty International Acquisition Co. warrants 3/17/13 (a)

4,125,000

4,232,621

Sapphire Industrials Corp. unit

5,000,000

48,050,000

Trian Acquisition I Corp. unit

1,500,000

14,850,000

358,451,814

Insurance - 7.5%

ACE Ltd.

382,000

21,032,920

Allied World Assurance Co.
Holdings Ltd.

264,200

10,488,740

Allstate Corp.

234,700

11,279,682

American International Group, Inc.

908,331

39,285,316

Aspen Insurance Holdings Ltd.

559,300

14,754,334

Assurant, Inc.

150,000

9,129,000

Axis Capital Holdings Ltd.

545,200

18,525,896

Berkshire Hathaway, Inc. Class A (a)

316

42,154,400

Endurance Specialty Holdings Ltd.

580,900

21,260,940

Everest Re Group Ltd.

152,800

13,680,184

Hartford Financial Services Group, Inc.

104,700

7,933,119

Max Capital Group Ltd.

814,900

21,342,231

MetLife, Inc.

232,000

13,980,320

Montpelier Re Holdings Ltd.

506,466

8,128,779

Navigators Group, Inc. (a)

82,766

4,502,470

Platinum Underwriters Holdings Ltd.

553,967

17,981,769

Shares

Value

Prudential Financial, Inc.

84,700

$ 6,627,775

The Chubb Corp.

607,400

30,054,152

The Travelers Companies, Inc.

738,500

35,337,225

Unum Group

743,300

16,360,033

Zurich Financial Services AG (Reg.)

20,000

6,298,142

370,137,427

Real Estate Management & Development - 0.7%

Black Earth Farming Ltd. unit

900,950

9,324,250

The St. Joe Co. (d)

619,400

26,590,842

35,915,092

Thrifts & Mortgage Finance - 0.1%

Astoria Financial Corp.

100,000

2,716,000

MGIC Investment Corp.

222,800

2,346,084

Washington Mutual, Inc.

132,700

1,366,810

6,428,894

TOTAL FINANCIALS

1,094,177,818

HEALTH CARE - 6.1%

Biotechnology - 0.9%

Biogen Idec, Inc. (a)

370,000

22,825,300

CSL Ltd.

690,000

23,278,934

46,104,234

Health Care Equipment & Supplies - 1.6%

Becton, Dickinson & Co.

139,424

11,969,550

Inverness Medical Innovations, Inc. (a)

663,515

19,971,802

Philip Morris International, Inc. (a)

918,700

46,467,846

78,409,198

Health Care Providers & Services - 1.9%

Aetna, Inc.

509,300

21,436,437

Express Scripts, Inc. (a)

202,800

13,044,096

Humana, Inc. (a)

100,000

4,486,000

Medco Health Solutions, Inc. (a)

1,271,400

55,674,606

94,641,139

Life Sciences Tools & Services - 0.9%

Applera Corp. - Applied Biosystems Group

100,000

3,286,000

Charles River Laboratories International, Inc. (a)

523,403

30,849,373

Invitrogen Corp. (a)

100,000

8,547,000

42,682,373

Pharmaceuticals - 0.8%

Teva Pharmaceutical Industries Ltd. sponsored ADR

609,300

28,143,567

XenoPort, Inc. (a)

329,447

13,332,720

41,476,287

TOTAL HEALTH CARE

303,313,231

Common Stocks - continued

Shares

Value

INDUSTRIALS - 11.4%

Aerospace & Defense - 5.1%

Goodrich Corp.

204,700

$ 11,772,297

Honeywell International, Inc.

631,900

35,651,798

L-3 Communications Holdings, Inc.

665,681

72,785,561

Lockheed Martin Corp.

332,522

33,019,435

Northrop Grumman Corp.

344,700

26,821,107

Raytheon Co.

406,937

26,292,200

United Technologies Corp.

680,000

46,797,600

253,139,998

Commercial Services & Supplies - 0.3%

GeoEye, Inc. (a)

350,000

9,096,500

Manpower, Inc.

100,000

5,626,000

14,722,500

Electrical Equipment - 0.2%

JA Solar Holdings Co. Ltd. ADR

550,000

10,230,000

Industrial Conglomerates - 0.3%

McDermott International, Inc. (a)

254,700

13,962,654

Machinery - 2.9%

AGCO Corp. (a)

200,000

11,976,000

Cummins, Inc.

407,400

19,074,468

Deere & Co.

939,600

75,581,424

Eaton Corp.

127,300

10,141,991

Ingersoll-Rand Co. Ltd. Class A

150,000

6,687,000

Manitowoc Co., Inc.

100,000

4,080,000

Parker Hannifin Corp.

229,200

15,876,684

143,417,567

Marine - 0.6%

Excel Maritime Carriers Ltd.

100,000

2,935,000

Genco Shipping & Trading Ltd.

234,140

13,212,520

Kirby Corp. (a)

254,700

14,517,900

Navios Maritime Holdings, Inc. warrants 12/9/08 (a)

240,250

1,117,163

OceanFreight, Inc.

7,676

168,028

31,950,611

Road & Rail - 2.0%

Burlington Northern Santa Fe Corp.

400,000

36,888,000

Norfolk Southern Corp.

650,000

35,308,000

Union Pacific Corp.

204,700

25,665,286

97,861,286

TOTAL INDUSTRIALS

565,284,616

INFORMATION TECHNOLOGY - 9.8%

Communications Equipment - 2.3%

Juniper Networks, Inc. (a)

816,800

20,420,000

Nokia Corp. sponsored ADR

2,879,600

91,657,668

112,077,668

Computers & Peripherals - 4.5%

Hewlett-Packard Co.

2,618,000

119,537,880

International Business Machines Corp.

396,500

45,653,010

Shares

Value

NCR Corp. (a)

536,560

$ 12,249,665

Seagate Technology

1,350,000

28,269,000

Western Digital Corp. (a)

514,400

13,909,376

219,618,931

Electronic Equipment & Instruments - 0.1%

Avnet, Inc. (a)

200,000

6,546,000

Internet Software & Services - 0.4%

Open Text Corp. (a)

428,300

13,550,734

Yahoo!, Inc. (a)

277,200

8,019,396

21,570,130

IT Services - 0.3%

Satyam Computer Services Ltd. sponsored ADR

25,000

564,750

Visa, Inc.

211,900

13,214,084

13,778,834

Semiconductors & Semiconductor Equipment - 0.3%

ASML Holding NV (NY Shares)

600,000

14,886,000

Mattson Technology, Inc. (a)

200,000

1,218,000

16,104,000

Software - 1.9%

Activision, Inc. (a)

970,493

26,504,164

Oracle Corp. (a)

2,646,700

51,769,452

Ubisoft Entertainment SA (a)

191,667

16,511,001

94,784,617

TOTAL INFORMATION TECHNOLOGY

484,480,180

MATERIALS - 14.6%

Chemicals - 7.2%

Agrium, Inc.

418,300

25,979,747

Celanese Corp. Class A

405,500

15,834,775

CF Industries Holdings, Inc.

228,743

23,702,350

Chemtura Corp.

1,500,000

11,010,000

Fertilizantes Fosfatados SA (PN)

60,400

2,830,691

K&S AG

52,900

17,312,031

Monsanto Co.

238,500

26,592,750

Neo Material Technologies, Inc. (a)

3,110,600

11,574,607

OM Group, Inc. (a)

380,000

20,725,200

Potash Corp. of Saskatchewan, Inc.

120,000

18,625,200

Terra Industries, Inc. (a)

520,000

18,475,600

The Mosaic Co. (a)

1,445,401

148,298,143

Yara International ASA

250,000

14,456,684

355,417,778

Metals & Mining - 7.4%

Agnico-Eagle Mines Ltd.

356,400

24,169,655

AK Steel Holding Corp.

132,000

7,183,440

Barrick Gold Corp.

181,100

7,917,171

BHP Billiton Ltd. sponsored ADR

432,000

28,447,200

Eldorado Gold Corp. (a)

500,000

3,448,276

First Quantum Minerals Ltd.

250,000

20,270,797

Freeport-McMoRan Copper & Gold, Inc. Class B

254,700

24,507,234

Common Stocks - continued

Shares

Value

MATERIALS - continued

Metals & Mining - continued

Gold Fields Ltd. sponsored ADR

600,000

$ 8,298,000

Goldcorp, Inc.

955,000

37,107,880

IAMGOLD Corp.

266,200

1,973,292

Inmet Mining Corp.

658,400

48,100,526

Kinross Gold Corp.

3,082,400

68,757,997

Major Drilling Group International, Inc. (a)

380,100

19,808,445

Nucor Corp.

200,000

13,548,000

Reliance Steel & Aluminum Co.

60,000

3,591,600

Silver Wheaton Corp. (a)

1,000,000

15,517,241

United States Steel Corp.

110,000

13,955,700

Yamana Gold, Inc.

1,450,000

21,271,186

367,873,640

TOTAL MATERIALS

723,291,418

TELECOMMUNICATION SERVICES - 0.3%

Diversified Telecommunication Services - 0.3%

Telefonica SA sponsored ADR

164,700

14,248,197

UTILITIES - 2.1%

Electric Utilities - 0.1%

Public Power Corp. of Greece

100,000

4,372,722

Gas Utilities - 0.8%

Energen Corp.

596,491

37,161,389

Independent Power Producers & Energy Traders - 0.8%

Constellation Energy Group, Inc.

254,700

22,482,369

Reliant Energy, Inc. (a)

764,000

18,068,600

40,550,969

Shares

Value

Multi-Utilities - 0.4%

Public Service Enterprise Group, Inc.

509,400

$ 20,472,786

TOTAL UTILITIES

102,557,866

TOTAL COMMON STOCKS

(Cost $5,062,297,364)

4,915,392,827

Money Market Funds - 2.0%

Fidelity Securities Lending Cash Central Fund, 2.84% (b)(c)
(Cost $97,749,000)

97,749,000

97,749,000

TOTAL INVESTMENT PORTFOLIO - 101.3%

(Cost $5,160,046,364)

5,013,141,827

NET OTHER ASSETS - (1.3)%

(64,471,803)

NET ASSETS - 100%

$ 4,948,670,024

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

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 1,808,418

Fidelity Securities Lending Cash Central Fund

928,863

Total

$ 2,737,281

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:

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Liberty International Acquisition Co.

$ -

$ 56,509,557

$ -

$ -

$ 58,279,939

Other Information

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

United States of America

76.6%

Canada

7.4%

Bermuda

3.3%

Cayman Islands

3.2%

Brazil

1.9%

Finland

1.9%

Australia

1.1%

Others (individually less than 1%)

4.6%

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, 2008 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $94,718,155) - See accompanying schedule:

Unaffiliated issuers (cost $5,005,787,807)

$ 4,857,112,888

Fidelity Central Funds (cost $97,749,000)

97,749,000

Other affiliated issuers (cost $56,509,557)

58,279,939

Total Investments (cost $5,160,046,364)

$ 5,013,141,827

Cash

1,099,036

Foreign currency held at value (cost $13,885,907)

13,885,964

Receivable for investments sold

95,862,323

Receivable for fund shares sold

510,940

Dividends receivable

5,182,311

Distributions receivable from Fidelity Central Funds

224,117

Prepaid expenses

32,604

Other receivables

190,010

Total assets

5,130,129,132

Liabilities

Payable for investments purchased

$ 71,456,670

Payable for fund shares redeemed

3,589,608

Accrued management fee

2,336,340

Distribution fees payable

91,418

Notes payable to affiliates

5,830,722

Other affiliated payables

217,815

Other payables and accrued expenses

187,535

Collateral on securities loaned, at value

97,749,000

Total liabilities

181,459,108

Net Assets

$ 4,948,670,024

Net Assets consist of:

Paid in capital

$ 4,961,985,973

Undistributed net investment income

7,612,347

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

125,937,867

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

(146,866,163)

Net Assets

$ 4,948,670,024

Statement of Assets and Liabilities - continued

March 31, 2008 (Unaudited)

Class O:
Net Asset Value, offering price and redemption price per share ($4,517,564,409 ÷
411,916,228 shares)

$ 10.97

Class A:
Net Asset Value and redemption price per share ($427,273,813 ÷ 39,934,054 shares)

$ 10.70

Maximum offering price per share (100/94.25 of $10.70)

$ 11.35

Class T:
Net Asset Value and redemption price per share ($939,652 ÷
88,635 shares)

$ 10.60

Maximum offering price per share (100/96.50 of $10.60)

$ 10.98

Class B:
Net Asset Value and offering price per share ($498,451 ÷
47,249 shares)A

$ 10.55

Class C:
Net Asset Value and offering price per share ($466,566 ÷
44,195 shares)A

$ 10.56

Institutional Class:
Net Asset Value, offering price and redemption price per share ($1,927,133 ÷ 176,117 shares)

$ 10.94

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, 2008 (Unaudited)

Investment Income

Dividends

$ 28,441,956

Interest

715,111

Income from Fidelity Central Funds

2,737,281

Total income

31,894,348

Expenses

Management fee

$ 15,344,064

Transfer agent fees

409,687

Distribution fees

584,509

Accounting and security lending fees

584,823

Custodian fees and expenses

148,107

Independent trustees' compensation

11,386

Appreciation in deferred trustee compensation account

248

Registration fees

27,061

Audit

42,990

Legal

23,786

Interest

62,604

Miscellaneous

25,690

Total expenses before reductions

17,264,955

Expense reductions

(434,475)

16,830,480

Net investment income (loss)

15,063,868

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

311,871,513

Foreign currency transactions

69,117

Total net realized gain (loss)

311,940,630

Change in net unrealized appreciation (depreciation) on:

Investment securities

(957,518,857)

Assets and liabilities in foreign currencies

13,126

Total change in net unrealized appreciation (depreciation)

(957,505,731)

Net gain (loss)

(645,565,101)

Net increase (decrease) in net assets resulting from operations

$ (630,501,233)

Statement of Changes in Net Assets

Six months ended
March 31, 2008
(Unaudited)

Year ended
September 30,
2007

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 15,063,868

$ 48,840,366

Net realized gain (loss)

311,940,630

700,634,489

Change in net unrealized appreciation (depreciation)

(957,505,731)

248,754,142

Net increase (decrease) in net assets resulting from operations

(630,501,233)

998,228,997

Distributions to shareholders from net investment income

(43,055,683)

(56,633,564)

Distributions to shareholders from net realized gain

(762,330,271)

(319,652,073)

Total distributions

(805,385,954)

(376,285,637)

Share transactions - net increase (decrease)

555,660,378

(200,869,389)

Total increase (decrease) in net assets

(880,226,809)

421,073,971

Net Assets

Beginning of period

5,828,896,833

5,407,822,862

End of period (including undistributed net investment income of $7,612,347 and undistributed net investment income of $37,878,944, respectively)

$ 4,948,670,024

$ 5,828,896,833

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

Semiannual Report

Financial Highlights - Class O

Six months ended March 31, 2008

Years ended September 30,

(Unaudited)

2007

2006

2005

2004

2003

Selected Per-Share Data

Net asset value, beginning of period

$ 14.37

$ 12.91

$ 11.91

$ 11.03

$ 10.02

$ 8.40

Income from Investment Operations

Net investment income (loss) E

.04

.12

.14

.19 H

.12

.08

Net realized and unrealized gain (loss)

(1.42)

2.25

1.18

.86

.97

1.63

Total from investment operations

(1.38)

2.37

1.32

1.05

1.09

1.71

Distributions from net investment income

(.11)

(.14)

(.13)

(.17)

(.08)

(.09)

Distributions from net realized gain

(1.91)

(.77)

(.19)

-

-

-

Total distributions

(2.02) J

(.91)

(.32)

(.17)

(.08)

(.09)

Net asset value, end of period

$ 10.97

$ 14.37

$ 12.91

$ 11.91

$ 11.03

$ 10.02

Total Return B,C,D

(11.11)%

19.44%

11.25%

9.51%

10.91%

20.45%

Ratios to Average Net Assets F,I

Expenses before reductions

.59% A

.60%

.61%

.62%

.61%

.62%

Expenses net of fee waivers, if any

.59% A

.60%

.61%

.62%

.61%

.62%

Expenses net of all reductions

.58% A

.59%

.57%

.51%

.55%

.50%

Net investment income (loss)

.58% A

.90%

1.13%

1.68% H

1.13%

.88%

Supplemental Data

Net assets, end of period (000 omitted)

$ 4,517,564

$ 5,352,895

$ 5,034,751

$ 4,965,789

$ 4,998,159

$ 4,633,668

Portfolio turnover rate G

363% A

200%

184%

244%

212%

349%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H 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%. I 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. J Total distributions of $2.019 per share is comprised of distributions from net investment income of $.112 and distributions from net realized gain of $1.907 per share.

Financial Highlights - Class A

Six months ended
March 31, 2008

Years ended September 30,

(Unaudited)

2007

2006

2005 L

2004

2003

Selected Per-Share Data

Net asset value, beginning of period

$ 14.04

$ 12.64

$ 11.66

$ 10.80

$ 9.81

$ 8.25

Income from Investment Operations

Net investment income (loss) F

.01

.07

.08

.13 J

.04

- I

Net realized and unrealized gain (loss)

(1.38)

2.19

1.16

.83

.96

1.59

Total from investment operations

(1.37)

2.26

1.24

.96

1.00

1.59

Distributions from net investment income

(.06)

(.09)

(.07)

(.10)

(.01)

(.03)

Distributions from net realized gain

(1.91)

(.77)

(.19)

-

-

-

Total distributions

(1.97) M

(.86)

(.26)

(.10)

(.01)

(.03)

Net asset value, end of period

$ 10.70

$ 14.04

$ 12.64

$ 11.66

$ 10.80

$ 9.81

Total Return B,C,D,E

(11.28)%

18.90%

10.81%

8.86%

10.20%

19.30%

Ratios to Average Net Assets G,K

Expenses before reductions

.98% A

.99%

1.06%

1.17%

1.34%

1.49%

Expenses net of fee waivers, if any

.98% A

.99%

1.06%

1.17%

1.34%

1.49%

Expenses net of all reductions

.96% A

.98%

1.02%

1.06%

1.27%

1.37%

Net investment income (loss)

.19% A

.51%

.68%

1.14% J

.40%

-%

Supplemental Data

Net assets, end of period (000 omitted)

$ 427,274

$ 471,593

$ 372,010

$ 293,602

$ 216,223

$ 137,691

Portfolio turnover rate H

363%A

200%

184%

244%

212%

349%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. H Amount does not include the portfolio activity of any underlying Fidelity Central Funds. I Amount represents less than $.01. J 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%. K 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. L Class N was renamed Class A on July 12, 2005. M Total distributions of $1.969 per share is comprised of distributions from net investment income of $.062 and distributions from net realized gain of $1.907 per share.

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

Semiannual Report

Financial Highlights - Class T

Six months ended March 31, 2008

Years ended September 30,

(Unaudited)

2007

2006

2005 H

Selected Per-Share Data

Net asset value, beginning of period

$ 13.91

$ 12.57

$ 11.66

$ 11.34

Income from Investment Operations

Net investment income (loss) E

(.02)

.01

.04

.01

Net realized and unrealized gain (loss)

(1.38)

2.19

1.14

.31

Total from investment operations

(1.40)

2.20

1.18

.32

Distributions from net investment income

(.01)

(.09)

(.08)

-

Distributions from net realized gain

(1.91)

(.77)

(.19)

-

Total distributions

(1.91) J

(.86)

(.27)

-

Net asset value, end of period

$ 10.60

$ 13.91

$ 12.57

$ 11.66

Total Return B,C,D

(11.54)%

18.49%

10.31%

2.82%

Ratios to Average Net Assets F,I

Expenses before reductions

1.42% A

1.43%

1.43%

1.33%A

Expenses net of fee waivers, if any

1.42% A

1.43%

1.43%

1.33%A

Expenses net of all reductions

1.40% A

1.42%

1.39%

1.21%A

Net investment income (loss)

(.25)% A

.07%

.31%

.19%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 940

$ 1,063

$ 434

$ 103

Portfolio turnover rate G

363% A

200%

184%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005. I 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. J Total distributions of $1.914 per share is comprised of distributions from net investment income of $.007 and distributions from net realized gain of $1.907 per share.

Financial Highlights - Class B

Six months ended
March 31, 2008

Years ended September 30,

(Unaudited)

2007

2006

2005 H

Selected Per-Share Data

Net asset value, beginning of period

$ 13.83

$ 12.51

$ 11.64

$ 11.34

Income from Investment Operations

Net investment income (loss) E

(.04)

(.05)

(.03)

(.01)

Net realized and unrealized gain (loss)

(1.38)

2.18

1.15

.31

Total from investment operations

(1.42)

2.13

1.12

.30

Distributions from net investment income

-

(.04)

(.06)

-

Distributions from net realized gain

(1.86)

(.77)

(.19)

-

Total distributions

(1.86) J

(.81)

(.25)

-

Net asset value, end of period

$ 10.55

$ 13.83

$ 12.51

$ 11.64

Total ReturnB,C,D

(11.73)%

17.92%

9.74%

2.65%

Ratios to Average Net AssetsF,I

Expenses before reductions

1.90% A

1.91%

1.95%

1.85% A

Expenses net of fee waivers, if any

1.90% A

1.91%

1.95%

1.85% A

Expenses net of all reductions

1.88% A

1.90%

1.91%

1.74% A

Net investment income (loss)

(.73)% A

(.41)%

(.21)%

(.32)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 498

$ 466

$ 284

$ 118

Portfolio turnover rate G

363% A

200%

184%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005. I 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. J Total distributions of $1.863 per share is comprised of distributions from net investment income of $.000 and distributions from net realized gain of $1.863 per share.

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

Semiannual Report

Financial Highlights - Class C

Six months ended March 31, 2008

Years ended September 30,

(Unaudited)

2007

2006

2005 H

Selected Per-Share Data

Net asset value, beginning of period

$ 13.85

$ 12.53

$ 11.64

$ 11.34

Income from Investment Operations

Net investment income (loss) E

(.04)

(.05)

(.01)

(.01)

Net realized and unrealized gain (loss)

(1.37)

2.18

1.15

.31

Total from investment operations

(1.41)

2.13

1.14

.30

Distributions from net investment income

-

(.04)

(.06)

-

Distributions from net realized gain

(1.88)

(.77)

(.19)

-

Total distributions

(1.88) J

(.81)

(.25)

-

Net asset value, end of period

$ 10.56

$ 13.85

$ 12.53

$ 11.64

Total Return B,C,D

(11.68)%

17.87%

9.89%

2.65%

Ratios to Average Net Assets F,I

Expenses before reductions

1.90% A

1.91%

1.86%

1.82% A

Expenses net of fee waivers, if any

1.90% A

1.91%

1.86%

1.82% A

Expenses net of all reductions

1.89% A

1.90%

1.82%

1.71% A

Net investment income (loss)

(.73)% A

(.41)%

(.12)%

(.30)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 467

$ 458

$ 229

$ 103

Portfolio turnover rate G

363% A

200%

184%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005. I 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. J Total distributions of $1.879 per share is comprised of distributions from net investment income of $.000 and distributions from net realized gain of $1.879 per share.

Financial Highlights - Institutional Class

Six months ended March 31, 2008

Years ended September 30,

(Unaudited)

2007

2006

2005 G

Selected Per-Share Data

Net asset value, beginning of period

$ 14.33

$ 12.90

$ 11.91

$ 11.57

Income from Investment Operations

Net investment income (loss) D

.03

.11

.12

.02

Net realized and unrealized gain (loss)

(1.42)

2.23

1.17

.32

Total from investment operations

(1.39)

2.34

1.29

.34

Distributions from net investment income

(.09)

(.14)

(.11)

-

Distributions from net realized gain

(1.91)

(.77)

(.19)

-

Total distributions

(2.00) I

(.91)

(.30)

-

Net asset value, end of period

$ 10.94

$ 14.33

$ 12.90

$ 11.91

Total Return B,C

(11.20)%

19.20%

11.04%

2.94%

Ratios to Average Net Assets E,H

Expenses before reductions

.74% A

.74%

.78%

.83% A

Expenses net of fee waivers, if any

.74% A

.74%

.78%

.83% A

Expenses net of all reductions

.72% A

.69%

.74%

.71% A

Net investment income (loss)

.43% A

.80%

.96%

.67% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 1,927

$ 2,422

$ 114

$ 103

Portfolio turnover rate F

363% A

200%

184%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. F Amount does not include the portfolio activity of any underlying Fidelity Central Funds. G For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005. 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. 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. I Total distributions of $2.00 per share is comprised of distributions from net investment income of $.093 and distributions from net realized gain of $1.907 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended March 31, 2008 (Unaudited)

1. Organization.

Fidelity Advisor Capital Development Fund (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 (formerly Class N), 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.

On September 29, 2006, the President signed into law the Military Personnel Financial Services Protection Act (the "Act") which prohibits the issuance or sale of new periodic payment plans, such as the Destiny Plans. Effective October 27, 2006, shares of Class A and Class O will no longer be offered to the general public through Fidelity Systematic Investment Plans. The Act does not alter the rights or obligations, including rights of redemption, of existing Destiny Planholders. Planholders can continue to contribute to existing Destiny Plans II: O and Destiny Plans II: N.

2. Investments in Fidelity Central Funds.

The Fund may invest in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

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

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the SEC's web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC's web site or upon request.

3. Significant Accounting Policies.

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. Actual results could differ from those estimates. 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, including the Fidelity Central 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 cannot 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.

Semiannual Report

3. Significant Accounting Policies - continued

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. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV for processing shareholder transactions includes trades executed through the end of the prior business day. 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 distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are 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. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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 invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. The Fund is subject to the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Fund's federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service. 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 short-term capital gains, futures transactions, foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC), market discount, deferred trustees compensation 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

$ 218,846,637

Unrealized depreciation

(386,858,873)

Net unrealized appreciation (depreciation)

$ (168,012,236)

Cost for federal income tax purposes

$ 5,181,154,063

New Accounting Pronouncement. In September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and results in expanded disclosures about fair value measurements.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. 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.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $9,925,630,301 and $10,106,640,508, respectively.

6. 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 .26% 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 .56% of the Fund's average net assets.

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%

$ 576,913

$ 4,483

Class T

.25%

.25%

2,600

198

Class B

.75%

.25%

2,484

2,022

Class C

.75%

.25%

2,512

1,619

$ 584,509

$ 8,322

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 and .25% for certain purchases of Class T shares.

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

Retained
by FDC

Class A

$ 2,740

Class T

249

Class B*

72

Class C*

25

$ 3,086

* 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.

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for Class O, Class A, Class T, Class B, Class C and Institutional Class. FIIOC 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. FIIOC does not receive a fee for Class O Destiny Plan accounts. In addition, FIIOC pays for typesetting, printing, and mailing of shareholder reports, except proxy statements. Prior to January 1, 2008, Fidelity Service Company, Inc. (FSC), also an affiliate of FMR was the transfer agent for Class O. For the period, the total transfer agent fees paid by each class were as follows:

Amount

% of
Average
Net Assets*

Class O

$ 79,582

.01

Class A

325,171

.14

Class T

1,720

.33

Class B

756

.30

Class C

779

.31

Institutional Class

1,679

.15

$ 409,687

* 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.

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 $113,540 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. Any open loans, including accrued interest, at period end are presented under the caption "Notes Payable to Affiliates" in the Fund's Statement of Assets and Liabilities. 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

$ 12,753,085

3.76%

$ 62,604

7. 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, which amounted to $7,065 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. 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 Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $928,863.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

9. Expense Reductions.

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 $428,957 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 $4,793. During the period, credits reduced each class' transfer agent expense as noted in the table below.

Transfer Agent
expense reduction

Class O

$ 725

10. 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.

In December 2006, the Independent Trustees, with the assistance of independent counsel, completed an investigation regarding gifts, gratuities and business entertainment provided by certain brokers to certain individuals who were employed on FMR's domestic equity trading desk during the period 2002 to 2004. The Independent Trustees and FMR agreed that, despite the absence of proof that the Fidelity mutual funds experienced diminished execution quality as a result of the improper receipt of gifts and business entertainment, the conduct at issue was serious and was worthy of redress. Accordingly, the Independent Trustees requested, and FMR agreed to make, a payment of $42 million plus accrued interest, which equaled approximately $7.3 million, to certain Fidelity mutual funds.

In March 2008, the Trustees approved a method for allocating this payment among the funds and, in total, FMR paid the fund $ 2,527,975, which is recorded in the accompanying Statement of Operations.

In a related administrative order dated March 5, 2008, the U.S. Securities and Exchange Commission ("SEC") announced a settlement with FMR and FMR Co., Inc. (an affiliate of FMR) involving the SEC's regulatory rules for investment advisers and the improper receipt of gifts, gratuities and business entertainment. Without admitting or denying the SEC's findings, FMR agreed to pay an $8 million civil penalty to the United States Treasury.

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
March 31,
2008

Year ended
September 30,
2007

From net investment income

Class O

$ 40,933,327

$ 53,852,598

Class A

2,106,366

2,750,820

Class T

527

4,757

Class B

-

1,145

Class C

-

803

Institutional Class

15,463

23,441

Total

$ 43,055,683

$ 56,633,564

From net realized gain

Class O

$ 696,957,922

$ 296,173,474

Class A

64,779,107

23,268,152

Class T

143,694

41,151

Class B

67,933

23,203

Class C

64,542

17,168

Institutional Class

317,073

128,925

Total

$ 762,330,271

$ 319,652,073

Semiannual Report

12. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended March 31,
2008

Year ended
September 30,
2007

Six months ended March 31,
2008

Year ended
September 30,
2007

Class O

Shares sold

7,885,737

17,079,006

$ 100,827,048

$ 224,837,373

Reinvestment of distributions

58,139,164

27,086,415

713,948,924

337,496,714

Shares redeemed

(26,557,621)

(61,650,556)

(336,727,410)

(817,739,781)

Net increase (decrease)

39,467,280

(17,485,135)

$ 478,048,562

$ (255,405,694)

Class A

Shares sold

2,642,165

5,644,265

$ 33,028,749

$ 72,699,279

Reinvestment of distributions

5,544,956

2,112,917

66,539,441

25,819,847

Shares redeemed

(1,830,462)

(3,618,757)

(22,500,754)

(46,924,186)

Net increase (decrease)

6,356,659

4,138,425

$ 77,067,436

$ 51,594,940

Class T

Shares sold

15,651

82,917

$ 180,305

$ 1,072,648

Reinvestment of distributions

12,119

3,782

144,221

45,908

Shares redeemed

(15,571)

(44,783)

(179,374)

(586,542)

Net increase (decrease)

12,199

41,916

$ 145,152

$ 532,014

Class B

Shares sold

12,747

16,452

$ 149,048

$ 211,111

Reinvestment of distributions

5,649

1,910

66,997

23,154

Shares redeemed

(4,817)

(7,422)

(53,023)

(95,416)

Net increase (decrease)

13,579

10,940

$ 163,022

$ 138,849

Class C

Shares sold

13,253

19,743

$ 160,423

$ 257,311

Reinvestment of distributions

5,132

1,465

60,914

17,782

Shares redeemed

(7,286)

(6,398)

(79,822)

(82,083)

Net increase (decrease)

11,099

14,810

$ 141,515

$ 193,010

Institutional Class

Shares sold

2,507

189,754

$ 31,944

$ 2,473,211

Reinvestment of distributions

27,031

12,238

331,400

152,366

Shares redeemed

(22,407)

(41,867)

(268,653)

(548,085)

Net increase (decrease)

7,131

160,125

$ 94,691

$ 2,077,492

Semiannual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on April 16, 2008. The results of votes taken among shareholders on the 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 elect a Board of Trustees.A

# of
Votes

% of
Votes

James C. Curvey

Affirmative

7,301,245,402.99

95.180

Withheld

369,727,258.69

4.820

TOTAL

7,670,972,661.68

100.000

Dennis J. Dirks

Affirmative

7,315,162,274.23

95.362

Withheld

355,810,387.45

4.638

TOTAL

7,670,972,661.68

100.000

Edward C. Johnson 3d

Affirmative

7,279,566,042.90

94.898

Withheld

391,406,618.78

5.102

TOTAL

7,670,972,661.68

100.000

Alan J. Lacy

Affirmative

7,308,976,735.47

95.281

Withheld

361,995,926.21

4.719

TOTAL

7,670,972,661.68

100.000

Ned C. Lautenbach

Affirmative

7,311,645,783.73

95.316

Withheld

359,326,877.95

4.684

TOTAL

7,670,972,661.68

100.000

Joseph Mauriello

Affirmative

7,299,247,385.40

95.154

Withheld

371,725,276.28

4.846

TOTAL

7,670,972,661.68

100.000

Cornelia M. Small

Affirmative

7,304,074,583.68

95.217

Withheld

366,898,078.00

4.783

TOTAL

7,670,972,661.68

100.000

William S. Stavropoulos

Affirmative

7,288,328,101.58

95.012

Withheld

382,644,560.10

4.988

TOTAL

7,670,972,661.68

100.000

David M. Thomas

Affirmative

7,310,154,938.14

95.296

Withheld

360,817,723.54

4.704

TOTAL

7,670,972,661.68

100.000

Michael E. Wiley

Affirmative

7,291,195,796.49

95.049

Withheld

379,776,865.19

4.951

TOTAL

7,670,972,661.68

100.000

PROPOSAL 2

To amend the Declaration of Trust of Fidelity Destiny Portfolios to reduce the required quorum for future shareholder meetings.A

# of
Votes

% of
Votes

Affirmative

5,886,523,798.95

76.738

Against

1,431,969,592.63

18.667

Abstain

340,360,558.94

4.437

Broker Non-Votes

12,118,711.16

0.158

TOTAL

7,670,972,661.68

100.000

A Denotes trust-wide proposal and voting results.

Annual Report

Semiannual Report

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.
Fidelity Management & Research (U.K.) Inc.
Fidelity Research & Analysis Company
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 Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

State Street Bank and Trust Company
Boston, MA

DESIIN-USAN-0508
1.791870.104

(Fidelity Investment logo)(registered trademark)

Fidelity Destiny® Portfolios:
Fidelity® Advisor
Capital Development Fund -
Class O

Semiannual Report

March 31, 2008

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

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>

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com ("search for proxy voting guidelines") or visit the Securities and Exchange Commission's (SEC) web site at http://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 LLC 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 holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com or http://www.advisor.fidelity.com, as applicable.

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

Chairman's Message

(Photograph of Edward C. Johnson 3d.)

Dear Shareholder:

Continuation of a credit squeeze, flat consumer spending and a potential recession weighed heavily on stocks in the opening months of 2008, though positive results in investment-grade bonds and money markets offered some comfort to investors. Financial markets are always unpredictable, but there are a number of time-tested principles that can put the historical odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There are tax advantages and cost benefits to consider as well. The more you sell, the more taxes you pay, and the more you trade, the higher the costs. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies

indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best-performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third investment principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces unconstructive "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or over the phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

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, 2007 to March 31, 2008).

Actual Expenses

The first line of the accompanying table 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. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table 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. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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, 2007

Ending
Account Value
March 31, 2008

Expenses Paid
During Period*
October 1, 2007 to
March 31, 2008

Class O

Actual

$ 1,000.00

$ 888.90

$ 2.79

HypotheticalA

$ 1,000.00

$ 1,022.05

$ 2.98

Class A

Actual

$ 1,000.00

$ 887.20

$ 4.62

HypotheticalA

$ 1,000.00

$ 1,020.10

$ 4.95

Class T

Actual

$ 1,000.00

$ 884.60

$ 6.69

HypotheticalA

$ 1,000.00

$ 1,017.90

$ 7.16

Class B

Actual

$ 1,000.00

$ 882.70

$ 8.94

HypotheticalA

$ 1,000.00

$ 1,015.50

$ 9.57

Class C

Actual

$ 1,000.00

$ 883.20

$ 8.95

HypotheticalA

$ 1,000.00

$ 1,015.50

$ 9.57

Institutional Class

Actual

$ 1,000.00

$ 888.00

$ 3.49

Hypothetical A

$ 1,000.00

$ 1,021.30

$ 3.74

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 183/366 (to reflect the one-half year period).

Annualized
Expense Ratio

Class O

.59%

Class A

.98%

Class T

1.42%

Class B

1.90%

Class C

1.90%

Institutional Class

.74%

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of March 31, 2008

% of fund's
net assets

% of fund's net assets
6 months ago

Hess Corp.

3.5

0.0

The Mosaic Co.

3.0

0.0

Hewlett-Packard Co.

2.4

3.9

NIKE, Inc. Class B

2.3

0.0

McDonald's Corp.

2.3

0.0

Nokia Corp. sponsored ADR

1.9

0.0

ConocoPhillips

1.8

0.0

Goldman Sachs Group, Inc.

1.7

1.5

Petroleo Brasileiro SA - Petrobras sponsored ADR

1.7

0.0

Anadarko Petroleum Corp.

1.7

0.0

22.3

Top Five Market Sectors as of March 31, 2008

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

22.1

9.2

Energy

18.7

6.7

Materials

14.6

2.5

Consumer Discretionary

11.5

7.9

Industrials

11.4

12.2

Asset Allocation (% of fund's net assets)

As of March 31, 2008 *

As of September 30, 2007 **

Stocks 99.3%

Stocks 98.1%

Convertible
Securities 0.0%

Convertible
Securities 0.4%

Short-Term
Investments and
Net Other Assets 0.7%

Short-Term
Investments and
Net Other Assets 1.5%

*Foreign investments

23.4%

**Foreign investments

17.9%

Semiannual Report

Investments March 31, 2008 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.3%

Shares

Value

CONSUMER DISCRETIONARY - 11.5%

Auto Components - 0.2%

Johnson Controls, Inc.

282,000

$ 9,531,600

Automobiles - 0.2%

Daimler AG (d)

128,300

10,976,065

Diversified Consumer Services - 0.2%

Anhanguera Educacional Participacoes SA unit (a)

200,000

2,735,354

DeVry, Inc.

200,000

8,368,000

11,103,354

Hotels, Restaurants & Leisure - 2.8%

Bally Technologies, Inc. (a)

200,000

6,868,000

McDonald's Corp.

1,991,900

111,088,263

Yum! Brands, Inc.

509,300

18,951,053

136,907,316

Household Durables - 0.9%

D.R. Horton, Inc.

850,000

13,387,500

Jarden Corp. (a)

550,000

11,957,000

Whirlpool Corp.

230,000

19,959,400

45,303,900

Internet & Catalog Retail - 0.9%

Expedia, Inc. (a)

200,000

4,378,000

Priceline.com, Inc. (a)

308,300

37,261,138

41,639,138

Media - 0.7%

CKX, Inc. (a)

183,080

1,742,922

Focus Media Holding Ltd. ADR (a)(d)

350,000

12,302,500

Omnicom Group, Inc.

20,000

883,600

The DIRECTV Group, Inc. (a)

586,802

14,546,822

The Walt Disney Co.

200,000

6,276,000

35,751,844

Specialty Retail - 2.4%

Best Buy Co., Inc.

1,120,000

46,435,200

Gamestop Corp. Class A (a)

382,000

19,753,220

Ross Stores, Inc.

956,020

28,642,359

TJX Companies, Inc.

750,000

24,802,500

119,633,279

Textiles, Apparel & Luxury Goods - 3.2%

NIKE, Inc. Class B

1,691,800

115,042,400

Skechers U.S.A., Inc. Class A (sub. vtg.) (a)

1,344,508

27,172,507

Warnaco Group, Inc. (a)

410,000

16,170,400

158,385,307

TOTAL CONSUMER DISCRETIONARY

569,231,803

CONSUMER STAPLES - 2.7%

Beverages - 0.1%

PepsiAmericas, Inc.

206,900

5,282,157

Food & Staples Retailing - 0.3%

Kroger Co.

594,100

15,090,140

Shares

Value

Food Products - 1.3%

Bunge Ltd. (d)

319,700

$ 27,775,536

Chiquita Brands International, Inc. (a)

56,738

1,311,215

Fresh Del Monte Produce, Inc. (a)

1,018,700

37,080,680

66,167,431

Tobacco - 1.0%

Altria Group, Inc.

918,700

20,395,140

British American Tobacco PLC

256,800

9,727,584

British American Tobacco PLC sponsored ADR

250,000

18,937,500

49,060,224

TOTAL CONSUMER STAPLES

135,599,952

ENERGY - 18.7%

Energy Equipment & Services - 5.8%

Atwood Oceanics, Inc. (a)

218,900

20,077,508

BJ Services Co.

410,000

11,689,100

Diamond Offshore Drilling, Inc.

103,300

12,024,120

ENSCO International, Inc.

390,000

24,421,800

Helmerich & Payne, Inc.

879,300

41,212,791

Hercules Offshore, Inc. (a)

102,700

2,579,824

Nabors Industries Ltd. (a)

300,000

10,131,000

National Oilwell Varco, Inc. (a)

1,227,190

71,643,352

Patterson-UTI Energy, Inc.

864,000

22,619,520

Rowan Companies, Inc.

130,000

5,353,400

Tidewater, Inc.

509,300

28,067,523

Transocean, Inc. (a)

256,260

34,646,352

Weatherford International Ltd. (a)

50,000

3,623,500

288,089,790

Oil, Gas & Consumable Fuels - 12.9%

Anadarko Petroleum Corp.

1,303,200

82,140,696

Apache Corp.

300,000

36,246,000

Chesapeake Energy Corp.

629,330

29,043,580

Chevron Corp.

159,800

13,640,528

Cimarex Energy Co.

280,000

15,327,200

ConocoPhillips

1,145,100

87,268,071

Hess Corp.

1,954,300

172,330,175

Hugoton Royalty Trust

100,000

2,758,000

Marathon Oil Corp.

199,300

9,088,080

Occidental Petroleum Corp.

580,300

42,460,551

Petrobank Energy & Resources Ltd. (a)

112,300

5,108,523

Petroleo Brasileiro SA - Petrobras sponsored ADR

809,100

82,617,201

Suncor Energy, Inc.

228,300

22,062,773

Valero Energy Corp.

713,227

35,026,578

635,117,956

TOTAL ENERGY

923,207,746

FINANCIALS - 22.1%

Capital Markets - 5.2%

Bank of New York Mellon Corp.

100,000

4,173,000

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Capital Markets - continued

GLG Partners, Inc. (d)

3,931,538

$ 46,667,356

GLG Partners, Inc. warrants 12/28/11 (a)

4,063,900

18,368,828

Goldman Sachs Group, Inc.

516,747

85,464,786

Lehman Brothers Holdings, Inc.

1,352,789

50,918,978

Morgan Stanley

500,000

22,850,000

State Street Corp.

337,500

26,662,500

255,105,448

Commercial Banks - 1.4%

Bank of Nova Scotia

254,700

11,549,079

BB&T Corp.

200,000

6,412,000

U.S. Bancorp, Delaware

217,400

7,035,064

Wachovia Corp.

380,000

10,260,000

Wells Fargo & Co.

1,130,000

32,883,000

68,139,143

Diversified Financial Services - 7.2%

Bank of America Corp.

1,700,000

64,447,000

Bolsa de Mercadorias & Futuros - BM&F SA

500,000

4,504,787

CME Group, Inc.

7,000

3,283,700

Deutsche Boerse AG

78,900

12,707,994

GHL Acquisition Corp. unit

1,129,580

10,900,447

JPMorgan Chase & Co.

1,720,000

73,874,000

Leucadia National Corp.

509,300

23,030,546

Liberty Acquisition Holdings Corp.:

unit

3,793,900

39,456,560

warrants 12/12/13 (a)

393,500

834,220

Liberty International Acquisition Co. (e)

4,125,000

58,279,939

Liberty International Acquisition Co. warrants 3/17/13 (a)

4,125,000

4,232,621

Sapphire Industrials Corp. unit

5,000,000

48,050,000

Trian Acquisition I Corp. unit

1,500,000

14,850,000

358,451,814

Insurance - 7.5%

ACE Ltd.

382,000

21,032,920

Allied World Assurance Co.
Holdings Ltd.

264,200

10,488,740

Allstate Corp.

234,700

11,279,682

American International Group, Inc.

908,331

39,285,316

Aspen Insurance Holdings Ltd.

559,300

14,754,334

Assurant, Inc.

150,000

9,129,000

Axis Capital Holdings Ltd.

545,200

18,525,896

Berkshire Hathaway, Inc. Class A (a)

316

42,154,400

Endurance Specialty Holdings Ltd.

580,900

21,260,940

Everest Re Group Ltd.

152,800

13,680,184

Hartford Financial Services Group, Inc.

104,700

7,933,119

Max Capital Group Ltd.

814,900

21,342,231

MetLife, Inc.

232,000

13,980,320

Montpelier Re Holdings Ltd.

506,466

8,128,779

Navigators Group, Inc. (a)

82,766

4,502,470

Platinum Underwriters Holdings Ltd.

553,967

17,981,769

Shares

Value

Prudential Financial, Inc.

84,700

$ 6,627,775

The Chubb Corp.

607,400

30,054,152

The Travelers Companies, Inc.

738,500

35,337,225

Unum Group

743,300

16,360,033

Zurich Financial Services AG (Reg.)

20,000

6,298,142

370,137,427

Real Estate Management & Development - 0.7%

Black Earth Farming Ltd. unit

900,950

9,324,250

The St. Joe Co. (d)

619,400

26,590,842

35,915,092

Thrifts & Mortgage Finance - 0.1%

Astoria Financial Corp.

100,000

2,716,000

MGIC Investment Corp.

222,800

2,346,084

Washington Mutual, Inc.

132,700

1,366,810

6,428,894

TOTAL FINANCIALS

1,094,177,818

HEALTH CARE - 6.1%

Biotechnology - 0.9%

Biogen Idec, Inc. (a)

370,000

22,825,300

CSL Ltd.

690,000

23,278,934

46,104,234

Health Care Equipment & Supplies - 1.6%

Becton, Dickinson & Co.

139,424

11,969,550

Inverness Medical Innovations, Inc. (a)

663,515

19,971,802

Philip Morris International, Inc. (a)

918,700

46,467,846

78,409,198

Health Care Providers & Services - 1.9%

Aetna, Inc.

509,300

21,436,437

Express Scripts, Inc. (a)

202,800

13,044,096

Humana, Inc. (a)

100,000

4,486,000

Medco Health Solutions, Inc. (a)

1,271,400

55,674,606

94,641,139

Life Sciences Tools & Services - 0.9%

Applera Corp. - Applied Biosystems Group

100,000

3,286,000

Charles River Laboratories International, Inc. (a)

523,403

30,849,373

Invitrogen Corp. (a)

100,000

8,547,000

42,682,373

Pharmaceuticals - 0.8%

Teva Pharmaceutical Industries Ltd. sponsored ADR

609,300

28,143,567

XenoPort, Inc. (a)

329,447

13,332,720

41,476,287

TOTAL HEALTH CARE

303,313,231

Common Stocks - continued

Shares

Value

INDUSTRIALS - 11.4%

Aerospace & Defense - 5.1%

Goodrich Corp.

204,700

$ 11,772,297

Honeywell International, Inc.

631,900

35,651,798

L-3 Communications Holdings, Inc.

665,681

72,785,561

Lockheed Martin Corp.

332,522

33,019,435

Northrop Grumman Corp.

344,700

26,821,107

Raytheon Co.

406,937

26,292,200

United Technologies Corp.

680,000

46,797,600

253,139,998

Commercial Services & Supplies - 0.3%

GeoEye, Inc. (a)

350,000

9,096,500

Manpower, Inc.

100,000

5,626,000

14,722,500

Electrical Equipment - 0.2%

JA Solar Holdings Co. Ltd. ADR

550,000

10,230,000

Industrial Conglomerates - 0.3%

McDermott International, Inc. (a)

254,700

13,962,654

Machinery - 2.9%

AGCO Corp. (a)

200,000

11,976,000

Cummins, Inc.

407,400

19,074,468

Deere & Co.

939,600

75,581,424

Eaton Corp.

127,300

10,141,991

Ingersoll-Rand Co. Ltd. Class A

150,000

6,687,000

Manitowoc Co., Inc.

100,000

4,080,000

Parker Hannifin Corp.

229,200

15,876,684

143,417,567

Marine - 0.6%

Excel Maritime Carriers Ltd.

100,000

2,935,000

Genco Shipping & Trading Ltd.

234,140

13,212,520

Kirby Corp. (a)

254,700

14,517,900

Navios Maritime Holdings, Inc. warrants 12/9/08 (a)

240,250

1,117,163

OceanFreight, Inc.

7,676

168,028

31,950,611

Road & Rail - 2.0%

Burlington Northern Santa Fe Corp.

400,000

36,888,000

Norfolk Southern Corp.

650,000

35,308,000

Union Pacific Corp.

204,700

25,665,286

97,861,286

TOTAL INDUSTRIALS

565,284,616

INFORMATION TECHNOLOGY - 9.8%

Communications Equipment - 2.3%

Juniper Networks, Inc. (a)

816,800

20,420,000

Nokia Corp. sponsored ADR

2,879,600

91,657,668

112,077,668

Computers & Peripherals - 4.5%

Hewlett-Packard Co.

2,618,000

119,537,880

International Business Machines Corp.

396,500

45,653,010

Shares

Value

NCR Corp. (a)

536,560

$ 12,249,665

Seagate Technology

1,350,000

28,269,000

Western Digital Corp. (a)

514,400

13,909,376

219,618,931

Electronic Equipment & Instruments - 0.1%

Avnet, Inc. (a)

200,000

6,546,000

Internet Software & Services - 0.4%

Open Text Corp. (a)

428,300

13,550,734

Yahoo!, Inc. (a)

277,200

8,019,396

21,570,130

IT Services - 0.3%

Satyam Computer Services Ltd. sponsored ADR

25,000

564,750

Visa, Inc.

211,900

13,214,084

13,778,834

Semiconductors & Semiconductor Equipment - 0.3%

ASML Holding NV (NY Shares)

600,000

14,886,000

Mattson Technology, Inc. (a)

200,000

1,218,000

16,104,000

Software - 1.9%

Activision, Inc. (a)

970,493

26,504,164

Oracle Corp. (a)

2,646,700

51,769,452

Ubisoft Entertainment SA (a)

191,667

16,511,001

94,784,617

TOTAL INFORMATION TECHNOLOGY

484,480,180

MATERIALS - 14.6%

Chemicals - 7.2%

Agrium, Inc.

418,300

25,979,747

Celanese Corp. Class A

405,500

15,834,775

CF Industries Holdings, Inc.

228,743

23,702,350

Chemtura Corp.

1,500,000

11,010,000

Fertilizantes Fosfatados SA (PN)

60,400

2,830,691

K&S AG

52,900

17,312,031

Monsanto Co.

238,500

26,592,750

Neo Material Technologies, Inc. (a)

3,110,600

11,574,607

OM Group, Inc. (a)

380,000

20,725,200

Potash Corp. of Saskatchewan, Inc.

120,000

18,625,200

Terra Industries, Inc. (a)

520,000

18,475,600

The Mosaic Co. (a)

1,445,401

148,298,143

Yara International ASA

250,000

14,456,684

355,417,778

Metals & Mining - 7.4%

Agnico-Eagle Mines Ltd.

356,400

24,169,655

AK Steel Holding Corp.

132,000

7,183,440

Barrick Gold Corp.

181,100

7,917,171

BHP Billiton Ltd. sponsored ADR

432,000

28,447,200

Eldorado Gold Corp. (a)

500,000

3,448,276

First Quantum Minerals Ltd.

250,000

20,270,797

Freeport-McMoRan Copper & Gold, Inc. Class B

254,700

24,507,234

Common Stocks - continued

Shares

Value

MATERIALS - continued

Metals & Mining - continued

Gold Fields Ltd. sponsored ADR

600,000

$ 8,298,000

Goldcorp, Inc.

955,000

37,107,880

IAMGOLD Corp.

266,200

1,973,292

Inmet Mining Corp.

658,400

48,100,526

Kinross Gold Corp.

3,082,400

68,757,997

Major Drilling Group International, Inc. (a)

380,100

19,808,445

Nucor Corp.

200,000

13,548,000

Reliance Steel & Aluminum Co.

60,000

3,591,600

Silver Wheaton Corp. (a)

1,000,000

15,517,241

United States Steel Corp.

110,000

13,955,700

Yamana Gold, Inc.

1,450,000

21,271,186

367,873,640

TOTAL MATERIALS

723,291,418

TELECOMMUNICATION SERVICES - 0.3%

Diversified Telecommunication Services - 0.3%

Telefonica SA sponsored ADR

164,700

14,248,197

UTILITIES - 2.1%

Electric Utilities - 0.1%

Public Power Corp. of Greece

100,000

4,372,722

Gas Utilities - 0.8%

Energen Corp.

596,491

37,161,389

Independent Power Producers & Energy Traders - 0.8%

Constellation Energy Group, Inc.

254,700

22,482,369

Reliant Energy, Inc. (a)

764,000

18,068,600

40,550,969

Shares

Value

Multi-Utilities - 0.4%

Public Service Enterprise Group, Inc.

509,400

$ 20,472,786

TOTAL UTILITIES

102,557,866

TOTAL COMMON STOCKS

(Cost $5,062,297,364)

4,915,392,827

Money Market Funds - 2.0%

Fidelity Securities Lending Cash Central Fund, 2.84% (b)(c)
(Cost $97,749,000)

97,749,000

97,749,000

TOTAL INVESTMENT PORTFOLIO - 101.3%

(Cost $5,160,046,364)

5,013,141,827

NET OTHER ASSETS - (1.3)%

(64,471,803)

NET ASSETS - 100%

$ 4,948,670,024

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

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 1,808,418

Fidelity Securities Lending Cash Central Fund

928,863

Total

$ 2,737,281

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:

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Liberty International Acquisition Co.

$ -

$ 56,509,557

$ -

$ -

$ 58,279,939

Other Information

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

United States of America

76.6%

Canada

7.4%

Bermuda

3.3%

Cayman Islands

3.2%

Brazil

1.9%

Finland

1.9%

Australia

1.1%

Others (individually less than 1%)

4.6%

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, 2008 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $94,718,155) - See accompanying schedule:

Unaffiliated issuers (cost $5,005,787,807)

$ 4,857,112,888

Fidelity Central Funds (cost $97,749,000)

97,749,000

Other affiliated issuers (cost $56,509,557)

58,279,939

Total Investments (cost $5,160,046,364)

$ 5,013,141,827

Cash

1,099,036

Foreign currency held at value (cost $13,885,907)

13,885,964

Receivable for investments sold

95,862,323

Receivable for fund shares sold

510,940

Dividends receivable

5,182,311

Distributions receivable from Fidelity Central Funds

224,117

Prepaid expenses

32,604

Other receivables

190,010

Total assets

5,130,129,132

Liabilities

Payable for investments purchased

$ 71,456,670

Payable for fund shares redeemed

3,589,608

Accrued management fee

2,336,340

Distribution fees payable

91,418

Notes payable to affiliates

5,830,722

Other affiliated payables

217,815

Other payables and accrued expenses

187,535

Collateral on securities loaned, at value

97,749,000

Total liabilities

181,459,108

Net Assets

$ 4,948,670,024

Net Assets consist of:

Paid in capital

$ 4,961,985,973

Undistributed net investment income

7,612,347

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

125,937,867

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

(146,866,163)

Net Assets

$ 4,948,670,024

Statement of Assets and Liabilities - continued

March 31, 2008 (Unaudited)

Class O:
Net Asset Value, offering price and redemption price per share ($4,517,564,409 ÷
411,916,228 shares)

$ 10.97

Class A:
Net Asset Value and redemption price per share ($427,273,813 ÷ 39,934,054 shares)

$ 10.70

Maximum offering price per share (100/94.25 of $10.70)

$ 11.35

Class T:
Net Asset Value and redemption price per share ($939,652 ÷
88,635 shares)

$ 10.60

Maximum offering price per share (100/96.50 of $10.60)

$ 10.98

Class B:
Net Asset Value and offering price per share ($498,451 ÷
47,249 shares)A

$ 10.55

Class C:
Net Asset Value and offering price per share ($466,566 ÷
44,195 shares)A

$ 10.56

Institutional Class:
Net Asset Value, offering price and redemption price per share ($1,927,133 ÷ 176,117 shares)

$ 10.94

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, 2008 (Unaudited)

Investment Income

Dividends

$ 28,441,956

Interest

715,111

Income from Fidelity Central Funds

2,737,281

Total income

31,894,348

Expenses

Management fee

$ 15,344,064

Transfer agent fees

409,687

Distribution fees

584,509

Accounting and security lending fees

584,823

Custodian fees and expenses

148,107

Independent trustees' compensation

11,386

Appreciation in deferred trustee compensation account

248

Registration fees

27,061

Audit

42,990

Legal

23,786

Interest

62,604

Miscellaneous

25,690

Total expenses before reductions

17,264,955

Expense reductions

(434,475)

16,830,480

Net investment income (loss)

15,063,868

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

311,871,513

Foreign currency transactions

69,117

Total net realized gain (loss)

311,940,630

Change in net unrealized appreciation (depreciation) on:

Investment securities

(957,518,857)

Assets and liabilities in foreign currencies

13,126

Total change in net unrealized appreciation (depreciation)

(957,505,731)

Net gain (loss)

(645,565,101)

Net increase (decrease) in net assets resulting from operations

$ (630,501,233)

Statement of Changes in Net Assets

Six months ended
March 31, 2008
(Unaudited)

Year ended
September 30,
2007

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 15,063,868

$ 48,840,366

Net realized gain (loss)

311,940,630

700,634,489

Change in net unrealized appreciation (depreciation)

(957,505,731)

248,754,142

Net increase (decrease) in net assets resulting from operations

(630,501,233)

998,228,997

Distributions to shareholders from net investment income

(43,055,683)

(56,633,564)

Distributions to shareholders from net realized gain

(762,330,271)

(319,652,073)

Total distributions

(805,385,954)

(376,285,637)

Share transactions - net increase (decrease)

555,660,378

(200,869,389)

Total increase (decrease) in net assets

(880,226,809)

421,073,971

Net Assets

Beginning of period

5,828,896,833

5,407,822,862

End of period (including undistributed net investment income of $7,612,347 and undistributed net investment income of $37,878,944, respectively)

$ 4,948,670,024

$ 5,828,896,833

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

Semiannual Report

Financial Highlights - Class O

Six months ended March 31, 2008

Years ended September 30,

(Unaudited)

2007

2006

2005

2004

2003

Selected Per-Share Data

Net asset value, beginning of period

$ 14.37

$ 12.91

$ 11.91

$ 11.03

$ 10.02

$ 8.40

Income from Investment Operations

Net investment income (loss) E

.04

.12

.14

.19 H

.12

.08

Net realized and unrealized gain (loss)

(1.42)

2.25

1.18

.86

.97

1.63

Total from investment operations

(1.38)

2.37

1.32

1.05

1.09

1.71

Distributions from net investment income

(.11)

(.14)

(.13)

(.17)

(.08)

(.09)

Distributions from net realized gain

(1.91)

(.77)

(.19)

-

-

-

Total distributions

(2.02) J

(.91)

(.32)

(.17)

(.08)

(.09)

Net asset value, end of period

$ 10.97

$ 14.37

$ 12.91

$ 11.91

$ 11.03

$ 10.02

Total Return B,C,D

(11.11)%

19.44%

11.25%

9.51%

10.91%

20.45%

Ratios to Average Net Assets F,I

Expenses before reductions

.59% A

.60%

.61%

.62%

.61%

.62%

Expenses net of fee waivers, if any

.59% A

.60%

.61%

.62%

.61%

.62%

Expenses net of all reductions

.58% A

.59%

.57%

.51%

.55%

.50%

Net investment income (loss)

.58% A

.90%

1.13%

1.68% H

1.13%

.88%

Supplemental Data

Net assets, end of period (000 omitted)

$ 4,517,564

$ 5,352,895

$ 5,034,751

$ 4,965,789

$ 4,998,159

$ 4,633,668

Portfolio turnover rate G

363% A

200%

184%

244%

212%

349%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H 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%. I 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. J Total distributions of $2.019 per share is comprised of distributions from net investment income of $.112 and distributions from net realized gain of $1.907 per share.

Financial Highlights - Class A

Six months ended
March 31, 2008

Years ended September 30,

(Unaudited)

2007

2006

2005 L

2004

2003

Selected Per-Share Data

Net asset value, beginning of period

$ 14.04

$ 12.64

$ 11.66

$ 10.80

$ 9.81

$ 8.25

Income from Investment Operations

Net investment income (loss) F

.01

.07

.08

.13 J

.04

- I

Net realized and unrealized gain (loss)

(1.38)

2.19

1.16

.83

.96

1.59

Total from investment operations

(1.37)

2.26

1.24

.96

1.00

1.59

Distributions from net investment income

(.06)

(.09)

(.07)

(.10)

(.01)

(.03)

Distributions from net realized gain

(1.91)

(.77)

(.19)

-

-

-

Total distributions

(1.97) M

(.86)

(.26)

(.10)

(.01)

(.03)

Net asset value, end of period

$ 10.70

$ 14.04

$ 12.64

$ 11.66

$ 10.80

$ 9.81

Total Return B,C,D,E

(11.28)%

18.90%

10.81%

8.86%

10.20%

19.30%

Ratios to Average Net Assets G,K

Expenses before reductions

.98% A

.99%

1.06%

1.17%

1.34%

1.49%

Expenses net of fee waivers, if any

.98% A

.99%

1.06%

1.17%

1.34%

1.49%

Expenses net of all reductions

.96% A

.98%

1.02%

1.06%

1.27%

1.37%

Net investment income (loss)

.19% A

.51%

.68%

1.14% J

.40%

-%

Supplemental Data

Net assets, end of period (000 omitted)

$ 427,274

$ 471,593

$ 372,010

$ 293,602

$ 216,223

$ 137,691

Portfolio turnover rate H

363%A

200%

184%

244%

212%

349%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. H Amount does not include the portfolio activity of any underlying Fidelity Central Funds. I Amount represents less than $.01. J 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%. K 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. L Class N was renamed Class A on July 12, 2005. M Total distributions of $1.969 per share is comprised of distributions from net investment income of $.062 and distributions from net realized gain of $1.907 per share.

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

Semiannual Report

Financial Highlights - Class T

Six months ended March 31, 2008

Years ended September 30,

(Unaudited)

2007

2006

2005 H

Selected Per-Share Data

Net asset value, beginning of period

$ 13.91

$ 12.57

$ 11.66

$ 11.34

Income from Investment Operations

Net investment income (loss) E

(.02)

.01

.04

.01

Net realized and unrealized gain (loss)

(1.38)

2.19

1.14

.31

Total from investment operations

(1.40)

2.20

1.18

.32

Distributions from net investment income

(.01)

(.09)

(.08)

-

Distributions from net realized gain

(1.91)

(.77)

(.19)

-

Total distributions

(1.91) J

(.86)

(.27)

-

Net asset value, end of period

$ 10.60

$ 13.91

$ 12.57

$ 11.66

Total Return B,C,D

(11.54)%

18.49%

10.31%

2.82%

Ratios to Average Net Assets F,I

Expenses before reductions

1.42% A

1.43%

1.43%

1.33%A

Expenses net of fee waivers, if any

1.42% A

1.43%

1.43%

1.33%A

Expenses net of all reductions

1.40% A

1.42%

1.39%

1.21%A

Net investment income (loss)

(.25)% A

.07%

.31%

.19%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 940

$ 1,063

$ 434

$ 103

Portfolio turnover rate G

363% A

200%

184%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005. I 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. J Total distributions of $1.914 per share is comprised of distributions from net investment income of $.007 and distributions from net realized gain of $1.907 per share.

Financial Highlights - Class B

Six months ended
March 31, 2008

Years ended September 30,

(Unaudited)

2007

2006

2005 H

Selected Per-Share Data

Net asset value, beginning of period

$ 13.83

$ 12.51

$ 11.64

$ 11.34

Income from Investment Operations

Net investment income (loss) E

(.04)

(.05)

(.03)

(.01)

Net realized and unrealized gain (loss)

(1.38)

2.18

1.15

.31

Total from investment operations

(1.42)

2.13

1.12

.30

Distributions from net investment income

-

(.04)

(.06)

-

Distributions from net realized gain

(1.86)

(.77)

(.19)

-

Total distributions

(1.86) J

(.81)

(.25)

-

Net asset value, end of period

$ 10.55

$ 13.83

$ 12.51

$ 11.64

Total ReturnB,C,D

(11.73)%

17.92%

9.74%

2.65%

Ratios to Average Net AssetsF,I

Expenses before reductions

1.90% A

1.91%

1.95%

1.85% A

Expenses net of fee waivers, if any

1.90% A

1.91%

1.95%

1.85% A

Expenses net of all reductions

1.88% A

1.90%

1.91%

1.74% A

Net investment income (loss)

(.73)% A

(.41)%

(.21)%

(.32)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 498

$ 466

$ 284

$ 118

Portfolio turnover rate G

363% A

200%

184%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005. I 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. J Total distributions of $1.863 per share is comprised of distributions from net investment income of $.000 and distributions from net realized gain of $1.863 per share.

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

Semiannual Report

Financial Highlights - Class C

Six months ended March 31, 2008

Years ended September 30,

(Unaudited)

2007

2006

2005 H

Selected Per-Share Data

Net asset value, beginning of period

$ 13.85

$ 12.53

$ 11.64

$ 11.34

Income from Investment Operations

Net investment income (loss) E

(.04)

(.05)

(.01)

(.01)

Net realized and unrealized gain (loss)

(1.37)

2.18

1.15

.31

Total from investment operations

(1.41)

2.13

1.14

.30

Distributions from net investment income

-

(.04)

(.06)

-

Distributions from net realized gain

(1.88)

(.77)

(.19)

-

Total distributions

(1.88) J

(.81)

(.25)

-

Net asset value, end of period

$ 10.56

$ 13.85

$ 12.53

$ 11.64

Total Return B,C,D

(11.68)%

17.87%

9.89%

2.65%

Ratios to Average Net Assets F,I

Expenses before reductions

1.90% A

1.91%

1.86%

1.82% A

Expenses net of fee waivers, if any

1.90% A

1.91%

1.86%

1.82% A

Expenses net of all reductions

1.89% A

1.90%

1.82%

1.71% A

Net investment income (loss)

(.73)% A

(.41)%

(.12)%

(.30)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 467

$ 458

$ 229

$ 103

Portfolio turnover rate G

363% A

200%

184%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005. I 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. J Total distributions of $1.879 per share is comprised of distributions from net investment income of $.000 and distributions from net realized gain of $1.879 per share.

Financial Highlights - Institutional Class

Six months ended March 31, 2008

Years ended September 30,

(Unaudited)

2007

2006

2005 G

Selected Per-Share Data

Net asset value, beginning of period

$ 14.33

$ 12.90

$ 11.91

$ 11.57

Income from Investment Operations

Net investment income (loss) D

.03

.11

.12

.02

Net realized and unrealized gain (loss)

(1.42)

2.23

1.17

.32

Total from investment operations

(1.39)

2.34

1.29

.34

Distributions from net investment income

(.09)

(.14)

(.11)

-

Distributions from net realized gain

(1.91)

(.77)

(.19)

-

Total distributions

(2.00) I

(.91)

(.30)

-

Net asset value, end of period

$ 10.94

$ 14.33

$ 12.90

$ 11.91

Total Return B,C

(11.20)%

19.20%

11.04%

2.94%

Ratios to Average Net Assets E,H

Expenses before reductions

.74% A

.74%

.78%

.83% A

Expenses net of fee waivers, if any

.74% A

.74%

.78%

.83% A

Expenses net of all reductions

.72% A

.69%

.74%

.71% A

Net investment income (loss)

.43% A

.80%

.96%

.67% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 1,927

$ 2,422

$ 114

$ 103

Portfolio turnover rate F

363% A

200%

184%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. F Amount does not include the portfolio activity of any underlying Fidelity Central Funds. G For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005. 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. 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. I Total distributions of $2.00 per share is comprised of distributions from net investment income of $.093 and distributions from net realized gain of $1.907 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended March 31, 2008 (Unaudited)

1. Organization.

Fidelity Advisor Capital Development Fund (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 (formerly Class N), 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.

On September 29, 2006, the President signed into law the Military Personnel Financial Services Protection Act (the "Act") which prohibits the issuance or sale of new periodic payment plans, such as the Destiny Plans. Effective October 27, 2006, shares of Class A and Class O will no longer be offered to the general public through Fidelity Systematic Investment Plans. The Act does not alter the rights or obligations, including rights of redemption, of existing Destiny Planholders. Planholders can continue to contribute to existing Destiny Plans II: O and Destiny Plans II: N.

2. Investments in Fidelity Central Funds.

The Fund may invest in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

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

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the SEC's web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC's web site or upon request.

3. Significant Accounting Policies.

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. Actual results could differ from those estimates. 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, including the Fidelity Central 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 cannot 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.

Semiannual Report

3. Significant Accounting Policies - continued

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. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV for processing shareholder transactions includes trades executed through the end of the prior business day. 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 distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are 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. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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 invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. The Fund is subject to the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Fund's federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service. 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 short-term capital gains, futures transactions, foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC), market discount, deferred trustees compensation 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

$ 218,846,637

Unrealized depreciation

(386,858,873)

Net unrealized appreciation (depreciation)

$ (168,012,236)

Cost for federal income tax purposes

$ 5,181,154,063

New Accounting Pronouncement. In September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and results in expanded disclosures about fair value measurements.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. 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.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $9,925,630,301 and $10,106,640,508, respectively.

6. 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 .26% 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 .56% of the Fund's average net assets.

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%

$ 576,913

$ 4,483

Class T

.25%

.25%

2,600

198

Class B

.75%

.25%

2,484

2,022

Class C

.75%

.25%

2,512

1,619

$ 584,509

$ 8,322

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 and .25% for certain purchases of Class T shares.

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

Retained
by FDC

Class A

$ 2,740

Class T

249

Class B*

72

Class C*

25

$ 3,086

* 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.

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for Class O, Class A, Class T, Class B, Class C and Institutional Class. FIIOC 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. FIIOC does not receive a fee for Class O Destiny Plan accounts. In addition, FIIOC pays for typesetting, printing, and mailing of shareholder reports, except proxy statements. Prior to January 1, 2008, Fidelity Service Company, Inc. (FSC), also an affiliate of FMR was the transfer agent for Class O. For the period, the total transfer agent fees paid by each class were as follows:

Amount

% of
Average
Net Assets*

Class O

$ 79,582

.01

Class A

325,171

.14

Class T

1,720

.33

Class B

756

.30

Class C

779

.31

Institutional Class

1,679

.15

$ 409,687

* 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.

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 $113,540 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. Any open loans, including accrued interest, at period end are presented under the caption "Notes Payable to Affiliates" in the Fund's Statement of Assets and Liabilities. 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

$ 12,753,085

3.76%

$ 62,604

7. 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, which amounted to $7,065 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. 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 Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $928,863.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

9. Expense Reductions.

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 $428,957 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 $4,793. During the period, credits reduced each class' transfer agent expense as noted in the table below.

Transfer Agent
expense reduction

Class O

$ 725

10. 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.

In December 2006, the Independent Trustees, with the assistance of independent counsel, completed an investigation regarding gifts, gratuities and business entertainment provided by certain brokers to certain individuals who were employed on FMR's domestic equity trading desk during the period 2002 to 2004. The Independent Trustees and FMR agreed that, despite the absence of proof that the Fidelity mutual funds experienced diminished execution quality as a result of the improper receipt of gifts and business entertainment, the conduct at issue was serious and was worthy of redress. Accordingly, the Independent Trustees requested, and FMR agreed to make, a payment of $42 million plus accrued interest, which equaled approximately $7.3 million, to certain Fidelity mutual funds.

In March 2008, the Trustees approved a method for allocating this payment among the funds and, in total, FMR paid the fund $ 2,527,975, which is recorded in the accompanying Statement of Operations.

In a related administrative order dated March 5, 2008, the U.S. Securities and Exchange Commission ("SEC") announced a settlement with FMR and FMR Co., Inc. (an affiliate of FMR) involving the SEC's regulatory rules for investment advisers and the improper receipt of gifts, gratuities and business entertainment. Without admitting or denying the SEC's findings, FMR agreed to pay an $8 million civil penalty to the United States Treasury.

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
March 31,
2008

Year ended
September 30,
2007

From net investment income

Class O

$ 40,933,327

$ 53,852,598

Class A

2,106,366

2,750,820

Class T

527

4,757

Class B

-

1,145

Class C

-

803

Institutional Class

15,463

23,441

Total

$ 43,055,683

$ 56,633,564

From net realized gain

Class O

$ 696,957,922

$ 296,173,474

Class A

64,779,107

23,268,152

Class T

143,694

41,151

Class B

67,933

23,203

Class C

64,542

17,168

Institutional Class

317,073

128,925

Total

$ 762,330,271

$ 319,652,073

Semiannual Report

12. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended March 31,
2008

Year ended
September 30,
2007

Six months ended March 31,
2008

Year ended
September 30,
2007

Class O

Shares sold

7,885,737

17,079,006

$ 100,827,048

$ 224,837,373

Reinvestment of distributions

58,139,164

27,086,415

713,948,924

337,496,714

Shares redeemed

(26,557,621)

(61,650,556)

(336,727,410)

(817,739,781)

Net increase (decrease)

39,467,280

(17,485,135)

$ 478,048,562

$ (255,405,694)

Class A

Shares sold

2,642,165

5,644,265

$ 33,028,749

$ 72,699,279

Reinvestment of distributions

5,544,956

2,112,917

66,539,441

25,819,847

Shares redeemed

(1,830,462)

(3,618,757)

(22,500,754)

(46,924,186)

Net increase (decrease)

6,356,659

4,138,425

$ 77,067,436

$ 51,594,940

Class T

Shares sold

15,651

82,917

$ 180,305

$ 1,072,648

Reinvestment of distributions

12,119

3,782

144,221

45,908

Shares redeemed

(15,571)

(44,783)

(179,374)

(586,542)

Net increase (decrease)

12,199

41,916

$ 145,152

$ 532,014

Class B

Shares sold

12,747

16,452

$ 149,048

$ 211,111

Reinvestment of distributions

5,649

1,910

66,997

23,154

Shares redeemed

(4,817)

(7,422)

(53,023)

(95,416)

Net increase (decrease)

13,579

10,940

$ 163,022

$ 138,849

Class C

Shares sold

13,253

19,743

$ 160,423

$ 257,311

Reinvestment of distributions

5,132

1,465

60,914

17,782

Shares redeemed

(7,286)

(6,398)

(79,822)

(82,083)

Net increase (decrease)

11,099

14,810

$ 141,515

$ 193,010

Institutional Class

Shares sold

2,507

189,754

$ 31,944

$ 2,473,211

Reinvestment of distributions

27,031

12,238

331,400

152,366

Shares redeemed

(22,407)

(41,867)

(268,653)

(548,085)

Net increase (decrease)

7,131

160,125

$ 94,691

$ 2,077,492

Semiannual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on April 16, 2008. The results of votes taken among shareholders on the 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 elect a Board of Trustees.A

# of
Votes

% of
Votes

James C. Curvey

Affirmative

7,301,245,402.99

95.180

Withheld

369,727,258.69

4.820

TOTAL

7,670,972,661.68

100.000

Dennis J. Dirks

Affirmative

7,315,162,274.23

95.362

Withheld

355,810,387.45

4.638

TOTAL

7,670,972,661.68

100.000

Edward C. Johnson 3d

Affirmative

7,279,566,042.90

94.898

Withheld

391,406,618.78

5.102

TOTAL

7,670,972,661.68

100.000

Alan J. Lacy

Affirmative

7,308,976,735.47

95.281

Withheld

361,995,926.21

4.719

TOTAL

7,670,972,661.68

100.000

Ned C. Lautenbach

Affirmative

7,311,645,783.73

95.316

Withheld

359,326,877.95

4.684

TOTAL

7,670,972,661.68

100.000

Joseph Mauriello

Affirmative

7,299,247,385.40

95.154

Withheld

371,725,276.28

4.846

TOTAL

7,670,972,661.68

100.000

Cornelia M. Small

Affirmative

7,304,074,583.68

95.217

Withheld

366,898,078.00

4.783

TOTAL

7,670,972,661.68

100.000

William S. Stavropoulos

Affirmative

7,288,328,101.58

95.012

Withheld

382,644,560.10

4.988

TOTAL

7,670,972,661.68

100.000

David M. Thomas

Affirmative

7,310,154,938.14

95.296

Withheld

360,817,723.54

4.704

TOTAL

7,670,972,661.68

100.000

Michael E. Wiley

Affirmative

7,291,195,796.49

95.049

Withheld

379,776,865.19

4.951

TOTAL

7,670,972,661.68

100.000

PROPOSAL 2

To amend the Declaration of Trust of Fidelity Destiny Portfolios to reduce the required quorum for future shareholder meetings.A

# of
Votes

% of
Votes

Affirmative

5,886,523,798.95

76.738

Against

1,431,969,592.63

18.667

Abstain

340,360,558.94

4.437

Broker Non-Votes

12,118,711.16

0.158

TOTAL

7,670,972,661.68

100.000

A Denotes trust-wide proposal and voting results.

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.
Fidelity Management & Research (U.K.) Inc.
Fidelity Research & Analysis Company
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 Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

State Street Bank and Trust Company
Boston, MA

DESIIO-USAN-0508
1.791868.104

(Fidelity Investment logo)(registered trademark)

Fidelity® Advisor
Capital Development Fund -
Class A, Class T, Class B and Class C

Semiannual Report

March 31, 2008

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

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>

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com ("search for proxy voting guidelines"), or visit the Securities and Exchange Commission's (SEC) web site at http://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 LLC 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 holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com or http://www.advisor.fidelity.com, as applicable.

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

Chairman's Message

(Photograph of Edward C. Johnson 3d.)

Dear Shareholder:

Continuation of a credit squeeze, flat consumer spending and a potential recession weighed heavily on stocks in the opening months of 2008, though positive results in investment-grade bonds and money markets offered some comfort to investors. Financial markets are always unpredictable, but there are a number of time-tested principles that can put the historical odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There are tax advantages and cost benefits to consider as well. The more you sell, the more taxes you pay, and the more you trade, the higher the costs. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies

indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best-performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third investment principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces unconstructive "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or over the phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

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, 2007 to March 31, 2008).

Actual Expenses

The first line of the accompanying table 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. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table 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. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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, 2007

Ending
Account Value
March 31, 2008

Expenses Paid
During Period*
October 1, 2007 to
March 31, 2008

Class O

Actual

$ 1,000.00

$ 888.90

$ 2.79

HypotheticalA

$ 1,000.00

$ 1,022.05

$ 2.98

Class A

Actual

$ 1,000.00

$ 887.20

$ 4.62

HypotheticalA

$ 1,000.00

$ 1,020.10

$ 4.95

Class T

Actual

$ 1,000.00

$ 884.60

$ 6.69

HypotheticalA

$ 1,000.00

$ 1,017.90

$ 7.16

Class B

Actual

$ 1,000.00

$ 882.70

$ 8.94

HypotheticalA

$ 1,000.00

$ 1,015.50

$ 9.57

Class C

Actual

$ 1,000.00

$ 883.20

$ 8.95

HypotheticalA

$ 1,000.00

$ 1,015.50

$ 9.57

Institutional Class

Actual

$ 1,000.00

$ 888.00

$ 3.49

Hypothetical A

$ 1,000.00

$ 1,021.30

$ 3.74

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 183/366 (to reflect the one-half year period).

Annualized
Expense Ratio

Class O

.59%

Class A

.98%

Class T

1.42%

Class B

1.90%

Class C

1.90%

Institutional Class

.74%

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of March 31, 2008

% of fund's
net assets

% of fund's net assets
6 months ago

Hess Corp.

3.5

0.0

The Mosaic Co.

3.0

0.0

Hewlett-Packard Co.

2.4

3.9

NIKE, Inc. Class B

2.3

0.0

McDonald's Corp.

2.3

0.0

Nokia Corp. sponsored ADR

1.9

0.0

ConocoPhillips

1.8

0.0

Goldman Sachs Group, Inc.

1.7

1.5

Petroleo Brasileiro SA - Petrobras sponsored ADR

1.7

0.0

Anadarko Petroleum Corp.

1.7

0.0

22.3

Top Five Market Sectors as of March 31, 2008

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

22.1

9.2

Energy

18.7

6.7

Materials

14.6

2.5

Consumer Discretionary

11.5

7.9

Industrials

11.4

12.2

Asset Allocation (% of fund's net assets)

As of March 31, 2008 *

As of September 30, 2007 **

Stocks 99.3%

Stocks 98.1%

Convertible
Securities 0.0%

Convertible
Securities 0.4%

Short-Term
Investments and
Net Other Assets 0.7%

Short-Term
Investments and
Net Other Assets 1.5%

*Foreign investments

23.4%

**Foreign investments

17.9%

Semiannual Report

Investments March 31, 2008 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.3%

Shares

Value

CONSUMER DISCRETIONARY - 11.5%

Auto Components - 0.2%

Johnson Controls, Inc.

282,000

$ 9,531,600

Automobiles - 0.2%

Daimler AG (d)

128,300

10,976,065

Diversified Consumer Services - 0.2%

Anhanguera Educacional Participacoes SA unit (a)

200,000

2,735,354

DeVry, Inc.

200,000

8,368,000

11,103,354

Hotels, Restaurants & Leisure - 2.8%

Bally Technologies, Inc. (a)

200,000

6,868,000

McDonald's Corp.

1,991,900

111,088,263

Yum! Brands, Inc.

509,300

18,951,053

136,907,316

Household Durables - 0.9%

D.R. Horton, Inc.

850,000

13,387,500

Jarden Corp. (a)

550,000

11,957,000

Whirlpool Corp.

230,000

19,959,400

45,303,900

Internet & Catalog Retail - 0.9%

Expedia, Inc. (a)

200,000

4,378,000

Priceline.com, Inc. (a)

308,300

37,261,138

41,639,138

Media - 0.7%

CKX, Inc. (a)

183,080

1,742,922

Focus Media Holding Ltd. ADR (a)(d)

350,000

12,302,500

Omnicom Group, Inc.

20,000

883,600

The DIRECTV Group, Inc. (a)

586,802

14,546,822

The Walt Disney Co.

200,000

6,276,000

35,751,844

Specialty Retail - 2.4%

Best Buy Co., Inc.

1,120,000

46,435,200

Gamestop Corp. Class A (a)

382,000

19,753,220

Ross Stores, Inc.

956,020

28,642,359

TJX Companies, Inc.

750,000

24,802,500

119,633,279

Textiles, Apparel & Luxury Goods - 3.2%

NIKE, Inc. Class B

1,691,800

115,042,400

Skechers U.S.A., Inc. Class A (sub. vtg.) (a)

1,344,508

27,172,507

Warnaco Group, Inc. (a)

410,000

16,170,400

158,385,307

TOTAL CONSUMER DISCRETIONARY

569,231,803

CONSUMER STAPLES - 2.7%

Beverages - 0.1%

PepsiAmericas, Inc.

206,900

5,282,157

Food & Staples Retailing - 0.3%

Kroger Co.

594,100

15,090,140

Shares

Value

Food Products - 1.3%

Bunge Ltd. (d)

319,700

$ 27,775,536

Chiquita Brands International, Inc. (a)

56,738

1,311,215

Fresh Del Monte Produce, Inc. (a)

1,018,700

37,080,680

66,167,431

Tobacco - 1.0%

Altria Group, Inc.

918,700

20,395,140

British American Tobacco PLC

256,800

9,727,584

British American Tobacco PLC sponsored ADR

250,000

18,937,500

49,060,224

TOTAL CONSUMER STAPLES

135,599,952

ENERGY - 18.7%

Energy Equipment & Services - 5.8%

Atwood Oceanics, Inc. (a)

218,900

20,077,508

BJ Services Co.

410,000

11,689,100

Diamond Offshore Drilling, Inc.

103,300

12,024,120

ENSCO International, Inc.

390,000

24,421,800

Helmerich & Payne, Inc.

879,300

41,212,791

Hercules Offshore, Inc. (a)

102,700

2,579,824

Nabors Industries Ltd. (a)

300,000

10,131,000

National Oilwell Varco, Inc. (a)

1,227,190

71,643,352

Patterson-UTI Energy, Inc.

864,000

22,619,520

Rowan Companies, Inc.

130,000

5,353,400

Tidewater, Inc.

509,300

28,067,523

Transocean, Inc. (a)

256,260

34,646,352

Weatherford International Ltd. (a)

50,000

3,623,500

288,089,790

Oil, Gas & Consumable Fuels - 12.9%

Anadarko Petroleum Corp.

1,303,200

82,140,696

Apache Corp.

300,000

36,246,000

Chesapeake Energy Corp.

629,330

29,043,580

Chevron Corp.

159,800

13,640,528

Cimarex Energy Co.

280,000

15,327,200

ConocoPhillips

1,145,100

87,268,071

Hess Corp.

1,954,300

172,330,175

Hugoton Royalty Trust

100,000

2,758,000

Marathon Oil Corp.

199,300

9,088,080

Occidental Petroleum Corp.

580,300

42,460,551

Petrobank Energy & Resources Ltd. (a)

112,300

5,108,523

Petroleo Brasileiro SA - Petrobras sponsored ADR

809,100

82,617,201

Suncor Energy, Inc.

228,300

22,062,773

Valero Energy Corp.

713,227

35,026,578

635,117,956

TOTAL ENERGY

923,207,746

FINANCIALS - 22.1%

Capital Markets - 5.2%

Bank of New York Mellon Corp.

100,000

4,173,000

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Capital Markets - continued

GLG Partners, Inc. (d)

3,931,538

$ 46,667,356

GLG Partners, Inc. warrants 12/28/11 (a)

4,063,900

18,368,828

Goldman Sachs Group, Inc.

516,747

85,464,786

Lehman Brothers Holdings, Inc.

1,352,789

50,918,978

Morgan Stanley

500,000

22,850,000

State Street Corp.

337,500

26,662,500

255,105,448

Commercial Banks - 1.4%

Bank of Nova Scotia

254,700

11,549,079

BB&T Corp.

200,000

6,412,000

U.S. Bancorp, Delaware

217,400

7,035,064

Wachovia Corp.

380,000

10,260,000

Wells Fargo & Co.

1,130,000

32,883,000

68,139,143

Diversified Financial Services - 7.2%

Bank of America Corp.

1,700,000

64,447,000

Bolsa de Mercadorias & Futuros - BM&F SA

500,000

4,504,787

CME Group, Inc.

7,000

3,283,700

Deutsche Boerse AG

78,900

12,707,994

GHL Acquisition Corp. unit

1,129,580

10,900,447

JPMorgan Chase & Co.

1,720,000

73,874,000

Leucadia National Corp.

509,300

23,030,546

Liberty Acquisition Holdings Corp.:

unit

3,793,900

39,456,560

warrants 12/12/13 (a)

393,500

834,220

Liberty International Acquisition Co. (e)

4,125,000

58,279,939

Liberty International Acquisition Co. warrants 3/17/13 (a)

4,125,000

4,232,621

Sapphire Industrials Corp. unit

5,000,000

48,050,000

Trian Acquisition I Corp. unit

1,500,000

14,850,000

358,451,814

Insurance - 7.5%

ACE Ltd.

382,000

21,032,920

Allied World Assurance Co.
Holdings Ltd.

264,200

10,488,740

Allstate Corp.

234,700

11,279,682

American International Group, Inc.

908,331

39,285,316

Aspen Insurance Holdings Ltd.

559,300

14,754,334

Assurant, Inc.

150,000

9,129,000

Axis Capital Holdings Ltd.

545,200

18,525,896

Berkshire Hathaway, Inc. Class A (a)

316

42,154,400

Endurance Specialty Holdings Ltd.

580,900

21,260,940

Everest Re Group Ltd.

152,800

13,680,184

Hartford Financial Services Group, Inc.

104,700

7,933,119

Max Capital Group Ltd.

814,900

21,342,231

MetLife, Inc.

232,000

13,980,320

Montpelier Re Holdings Ltd.

506,466

8,128,779

Navigators Group, Inc. (a)

82,766

4,502,470

Platinum Underwriters Holdings Ltd.

553,967

17,981,769

Shares

Value

Prudential Financial, Inc.

84,700

$ 6,627,775

The Chubb Corp.

607,400

30,054,152

The Travelers Companies, Inc.

738,500

35,337,225

Unum Group

743,300

16,360,033

Zurich Financial Services AG (Reg.)

20,000

6,298,142

370,137,427

Real Estate Management & Development - 0.7%

Black Earth Farming Ltd. unit

900,950

9,324,250

The St. Joe Co. (d)

619,400

26,590,842

35,915,092

Thrifts & Mortgage Finance - 0.1%

Astoria Financial Corp.

100,000

2,716,000

MGIC Investment Corp.

222,800

2,346,084

Washington Mutual, Inc.

132,700

1,366,810

6,428,894

TOTAL FINANCIALS

1,094,177,818

HEALTH CARE - 6.1%

Biotechnology - 0.9%

Biogen Idec, Inc. (a)

370,000

22,825,300

CSL Ltd.

690,000

23,278,934

46,104,234

Health Care Equipment & Supplies - 1.6%

Becton, Dickinson & Co.

139,424

11,969,550

Inverness Medical Innovations, Inc. (a)

663,515

19,971,802

Philip Morris International, Inc. (a)

918,700

46,467,846

78,409,198

Health Care Providers & Services - 1.9%

Aetna, Inc.

509,300

21,436,437

Express Scripts, Inc. (a)

202,800

13,044,096

Humana, Inc. (a)

100,000

4,486,000

Medco Health Solutions, Inc. (a)

1,271,400

55,674,606

94,641,139

Life Sciences Tools & Services - 0.9%

Applera Corp. - Applied Biosystems Group

100,000

3,286,000

Charles River Laboratories International, Inc. (a)

523,403

30,849,373

Invitrogen Corp. (a)

100,000

8,547,000

42,682,373

Pharmaceuticals - 0.8%

Teva Pharmaceutical Industries Ltd. sponsored ADR

609,300

28,143,567

XenoPort, Inc. (a)

329,447

13,332,720

41,476,287

TOTAL HEALTH CARE

303,313,231

Common Stocks - continued

Shares

Value

INDUSTRIALS - 11.4%

Aerospace & Defense - 5.1%

Goodrich Corp.

204,700

$ 11,772,297

Honeywell International, Inc.

631,900

35,651,798

L-3 Communications Holdings, Inc.

665,681

72,785,561

Lockheed Martin Corp.

332,522

33,019,435

Northrop Grumman Corp.

344,700

26,821,107

Raytheon Co.

406,937

26,292,200

United Technologies Corp.

680,000

46,797,600

253,139,998

Commercial Services & Supplies - 0.3%

GeoEye, Inc. (a)

350,000

9,096,500

Manpower, Inc.

100,000

5,626,000

14,722,500

Electrical Equipment - 0.2%

JA Solar Holdings Co. Ltd. ADR

550,000

10,230,000

Industrial Conglomerates - 0.3%

McDermott International, Inc. (a)

254,700

13,962,654

Machinery - 2.9%

AGCO Corp. (a)

200,000

11,976,000

Cummins, Inc.

407,400

19,074,468

Deere & Co.

939,600

75,581,424

Eaton Corp.

127,300

10,141,991

Ingersoll-Rand Co. Ltd. Class A

150,000

6,687,000

Manitowoc Co., Inc.

100,000

4,080,000

Parker Hannifin Corp.

229,200

15,876,684

143,417,567

Marine - 0.6%

Excel Maritime Carriers Ltd.

100,000

2,935,000

Genco Shipping & Trading Ltd.

234,140

13,212,520

Kirby Corp. (a)

254,700

14,517,900

Navios Maritime Holdings, Inc. warrants 12/9/08 (a)

240,250

1,117,163

OceanFreight, Inc.

7,676

168,028

31,950,611

Road & Rail - 2.0%

Burlington Northern Santa Fe Corp.

400,000

36,888,000

Norfolk Southern Corp.

650,000

35,308,000

Union Pacific Corp.

204,700

25,665,286

97,861,286

TOTAL INDUSTRIALS

565,284,616

INFORMATION TECHNOLOGY - 9.8%

Communications Equipment - 2.3%

Juniper Networks, Inc. (a)

816,800

20,420,000

Nokia Corp. sponsored ADR

2,879,600

91,657,668

112,077,668

Computers & Peripherals - 4.5%

Hewlett-Packard Co.

2,618,000

119,537,880

International Business Machines Corp.

396,500

45,653,010

Shares

Value

NCR Corp. (a)

536,560

$ 12,249,665

Seagate Technology

1,350,000

28,269,000

Western Digital Corp. (a)

514,400

13,909,376

219,618,931

Electronic Equipment & Instruments - 0.1%

Avnet, Inc. (a)

200,000

6,546,000

Internet Software & Services - 0.4%

Open Text Corp. (a)

428,300

13,550,734

Yahoo!, Inc. (a)

277,200

8,019,396

21,570,130

IT Services - 0.3%

Satyam Computer Services Ltd. sponsored ADR

25,000

564,750

Visa, Inc.

211,900

13,214,084

13,778,834

Semiconductors & Semiconductor Equipment - 0.3%

ASML Holding NV (NY Shares)

600,000

14,886,000

Mattson Technology, Inc. (a)

200,000

1,218,000

16,104,000

Software - 1.9%

Activision, Inc. (a)

970,493

26,504,164

Oracle Corp. (a)

2,646,700

51,769,452

Ubisoft Entertainment SA (a)

191,667

16,511,001

94,784,617

TOTAL INFORMATION TECHNOLOGY

484,480,180

MATERIALS - 14.6%

Chemicals - 7.2%

Agrium, Inc.

418,300

25,979,747

Celanese Corp. Class A

405,500

15,834,775

CF Industries Holdings, Inc.

228,743

23,702,350

Chemtura Corp.

1,500,000

11,010,000

Fertilizantes Fosfatados SA (PN)

60,400

2,830,691

K&S AG

52,900

17,312,031

Monsanto Co.

238,500

26,592,750

Neo Material Technologies, Inc. (a)

3,110,600

11,574,607

OM Group, Inc. (a)

380,000

20,725,200

Potash Corp. of Saskatchewan, Inc.

120,000

18,625,200

Terra Industries, Inc. (a)

520,000

18,475,600

The Mosaic Co. (a)

1,445,401

148,298,143

Yara International ASA

250,000

14,456,684

355,417,778

Metals & Mining - 7.4%

Agnico-Eagle Mines Ltd.

356,400

24,169,655

AK Steel Holding Corp.

132,000

7,183,440

Barrick Gold Corp.

181,100

7,917,171

BHP Billiton Ltd. sponsored ADR

432,000

28,447,200

Eldorado Gold Corp. (a)

500,000

3,448,276

First Quantum Minerals Ltd.

250,000

20,270,797

Freeport-McMoRan Copper & Gold, Inc. Class B

254,700

24,507,234

Common Stocks - continued

Shares

Value

MATERIALS - continued

Metals & Mining - continued

Gold Fields Ltd. sponsored ADR

600,000

$ 8,298,000

Goldcorp, Inc.

955,000

37,107,880

IAMGOLD Corp.

266,200

1,973,292

Inmet Mining Corp.

658,400

48,100,526

Kinross Gold Corp.

3,082,400

68,757,997

Major Drilling Group International, Inc. (a)

380,100

19,808,445

Nucor Corp.

200,000

13,548,000

Reliance Steel & Aluminum Co.

60,000

3,591,600

Silver Wheaton Corp. (a)

1,000,000

15,517,241

United States Steel Corp.

110,000

13,955,700

Yamana Gold, Inc.

1,450,000

21,271,186

367,873,640

TOTAL MATERIALS

723,291,418

TELECOMMUNICATION SERVICES - 0.3%

Diversified Telecommunication Services - 0.3%

Telefonica SA sponsored ADR

164,700

14,248,197

UTILITIES - 2.1%

Electric Utilities - 0.1%

Public Power Corp. of Greece

100,000

4,372,722

Gas Utilities - 0.8%

Energen Corp.

596,491

37,161,389

Independent Power Producers & Energy Traders - 0.8%

Constellation Energy Group, Inc.

254,700

22,482,369

Reliant Energy, Inc. (a)

764,000

18,068,600

40,550,969

Shares

Value

Multi-Utilities - 0.4%

Public Service Enterprise Group, Inc.

509,400

$ 20,472,786

TOTAL UTILITIES

102,557,866

TOTAL COMMON STOCKS

(Cost $5,062,297,364)

4,915,392,827

Money Market Funds - 2.0%

Fidelity Securities Lending Cash Central Fund, 2.84% (b)(c)
(Cost $97,749,000)

97,749,000

97,749,000

TOTAL INVESTMENT PORTFOLIO - 101.3%

(Cost $5,160,046,364)

5,013,141,827

NET OTHER ASSETS - (1.3)%

(64,471,803)

NET ASSETS - 100%

$ 4,948,670,024

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

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 1,808,418

Fidelity Securities Lending Cash Central Fund

928,863

Total

$ 2,737,281

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:

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Liberty International Acquisition Co.

$ -

$ 56,509,557

$ -

$ -

$ 58,279,939

Other Information

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

United States of America

76.6%

Canada

7.4%

Bermuda

3.3%

Cayman Islands

3.2%

Brazil

1.9%

Finland

1.9%

Australia

1.1%

Others (individually less than 1%)

4.6%

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, 2008 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $94,718,155) - See accompanying schedule:

Unaffiliated issuers (cost $5,005,787,807)

$ 4,857,112,888

Fidelity Central Funds (cost $97,749,000)

97,749,000

Other affiliated issuers (cost $56,509,557)

58,279,939

Total Investments (cost $5,160,046,364)

$ 5,013,141,827

Cash

1,099,036

Foreign currency held at value (cost $13,885,907)

13,885,964

Receivable for investments sold

95,862,323

Receivable for fund shares sold

510,940

Dividends receivable

5,182,311

Distributions receivable from Fidelity Central Funds

224,117

Prepaid expenses

32,604

Other receivables

190,010

Total assets

5,130,129,132

Liabilities

Payable for investments purchased

$ 71,456,670

Payable for fund shares redeemed

3,589,608

Accrued management fee

2,336,340

Distribution fees payable

91,418

Notes payable to affiliates

5,830,722

Other affiliated payables

217,815

Other payables and accrued expenses

187,535

Collateral on securities loaned, at value

97,749,000

Total liabilities

181,459,108

Net Assets

$ 4,948,670,024

Net Assets consist of:

Paid in capital

$ 4,961,985,973

Undistributed net investment income

7,612,347

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

125,937,867

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

(146,866,163)

Net Assets

$ 4,948,670,024

Statement of Assets and Liabilities - continued

March 31, 2008 (Unaudited)

Class O:
Net Asset Value, offering price and redemption price per share ($4,517,564,409 ÷
411,916,228 shares)

$ 10.97

Class A:
Net Asset Value and redemption price per share ($427,273,813 ÷ 39,934,054 shares)

$ 10.70

Maximum offering price per share (100/94.25 of $10.70)

$ 11.35

Class T:
Net Asset Value and redemption price per share ($939,652 ÷
88,635 shares)

$ 10.60

Maximum offering price per share (100/96.50 of $10.60)

$ 10.98

Class B:
Net Asset Value and offering price per share ($498,451 ÷
47,249 shares)A

$ 10.55

Class C:
Net Asset Value and offering price per share ($466,566 ÷
44,195 shares)A

$ 10.56

Institutional Class:
Net Asset Value, offering price and redemption price per share ($1,927,133 ÷ 176,117 shares)

$ 10.94

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, 2008 (Unaudited)

Investment Income

Dividends

$ 28,441,956

Interest

715,111

Income from Fidelity Central Funds

2,737,281

Total income

31,894,348

Expenses

Management fee

$ 15,344,064

Transfer agent fees

409,687

Distribution fees

584,509

Accounting and security lending fees

584,823

Custodian fees and expenses

148,107

Independent trustees' compensation

11,386

Appreciation in deferred trustee compensation account

248

Registration fees

27,061

Audit

42,990

Legal

23,786

Interest

62,604

Miscellaneous

25,690

Total expenses before reductions

17,264,955

Expense reductions

(434,475)

16,830,480

Net investment income (loss)

15,063,868

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

311,871,513

Foreign currency transactions

69,117

Total net realized gain (loss)

311,940,630

Change in net unrealized appreciation (depreciation) on:

Investment securities

(957,518,857)

Assets and liabilities in foreign currencies

13,126

Total change in net unrealized appreciation (depreciation)

(957,505,731)

Net gain (loss)

(645,565,101)

Net increase (decrease) in net assets resulting from operations

$ (630,501,233)

Statement of Changes in Net Assets

Six months ended
March 31, 2008
(Unaudited)

Year ended
September 30,
2007

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 15,063,868

$ 48,840,366

Net realized gain (loss)

311,940,630

700,634,489

Change in net unrealized appreciation (depreciation)

(957,505,731)

248,754,142

Net increase (decrease) in net assets resulting from operations

(630,501,233)

998,228,997

Distributions to shareholders from net investment income

(43,055,683)

(56,633,564)

Distributions to shareholders from net realized gain

(762,330,271)

(319,652,073)

Total distributions

(805,385,954)

(376,285,637)

Share transactions - net increase (decrease)

555,660,378

(200,869,389)

Total increase (decrease) in net assets

(880,226,809)

421,073,971

Net Assets

Beginning of period

5,828,896,833

5,407,822,862

End of period (including undistributed net investment income of $7,612,347 and undistributed net investment income of $37,878,944, respectively)

$ 4,948,670,024

$ 5,828,896,833

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

Semiannual Report

Financial Highlights - Class O

Six months ended March 31, 2008

Years ended September 30,

(Unaudited)

2007

2006

2005

2004

2003

Selected Per-Share Data

Net asset value, beginning of period

$ 14.37

$ 12.91

$ 11.91

$ 11.03

$ 10.02

$ 8.40

Income from Investment Operations

Net investment income (loss) E

.04

.12

.14

.19 H

.12

.08

Net realized and unrealized gain (loss)

(1.42)

2.25

1.18

.86

.97

1.63

Total from investment operations

(1.38)

2.37

1.32

1.05

1.09

1.71

Distributions from net investment income

(.11)

(.14)

(.13)

(.17)

(.08)

(.09)

Distributions from net realized gain

(1.91)

(.77)

(.19)

-

-

-

Total distributions

(2.02) J

(.91)

(.32)

(.17)

(.08)

(.09)

Net asset value, end of period

$ 10.97

$ 14.37

$ 12.91

$ 11.91

$ 11.03

$ 10.02

Total Return B,C,D

(11.11)%

19.44%

11.25%

9.51%

10.91%

20.45%

Ratios to Average Net Assets F,I

Expenses before reductions

.59% A

.60%

.61%

.62%

.61%

.62%

Expenses net of fee waivers, if any

.59% A

.60%

.61%

.62%

.61%

.62%

Expenses net of all reductions

.58% A

.59%

.57%

.51%

.55%

.50%

Net investment income (loss)

.58% A

.90%

1.13%

1.68% H

1.13%

.88%

Supplemental Data

Net assets, end of period (000 omitted)

$ 4,517,564

$ 5,352,895

$ 5,034,751

$ 4,965,789

$ 4,998,159

$ 4,633,668

Portfolio turnover rate G

363% A

200%

184%

244%

212%

349%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H 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%. I 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. J Total distributions of $2.019 per share is comprised of distributions from net investment income of $.112 and distributions from net realized gain of $1.907 per share.

Financial Highlights - Class A

Six months ended
March 31, 2008

Years ended September 30,

(Unaudited)

2007

2006

2005 L

2004

2003

Selected Per-Share Data

Net asset value, beginning of period

$ 14.04

$ 12.64

$ 11.66

$ 10.80

$ 9.81

$ 8.25

Income from Investment Operations

Net investment income (loss) F

.01

.07

.08

.13 J

.04

- I

Net realized and unrealized gain (loss)

(1.38)

2.19

1.16

.83

.96

1.59

Total from investment operations

(1.37)

2.26

1.24

.96

1.00

1.59

Distributions from net investment income

(.06)

(.09)

(.07)

(.10)

(.01)

(.03)

Distributions from net realized gain

(1.91)

(.77)

(.19)

-

-

-

Total distributions

(1.97) M

(.86)

(.26)

(.10)

(.01)

(.03)

Net asset value, end of period

$ 10.70

$ 14.04

$ 12.64

$ 11.66

$ 10.80

$ 9.81

Total Return B,C,D,E

(11.28)%

18.90%

10.81%

8.86%

10.20%

19.30%

Ratios to Average Net Assets G,K

Expenses before reductions

.98% A

.99%

1.06%

1.17%

1.34%

1.49%

Expenses net of fee waivers, if any

.98% A

.99%

1.06%

1.17%

1.34%

1.49%

Expenses net of all reductions

.96% A

.98%

1.02%

1.06%

1.27%

1.37%

Net investment income (loss)

.19% A

.51%

.68%

1.14% J

.40%

-%

Supplemental Data

Net assets, end of period (000 omitted)

$ 427,274

$ 471,593

$ 372,010

$ 293,602

$ 216,223

$ 137,691

Portfolio turnover rate H

363%A

200%

184%

244%

212%

349%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. H Amount does not include the portfolio activity of any underlying Fidelity Central Funds. I Amount represents less than $.01. J 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%. K 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. L Class N was renamed Class A on July 12, 2005. M Total distributions of $1.969 per share is comprised of distributions from net investment income of $.062 and distributions from net realized gain of $1.907 per share.

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

Semiannual Report

Financial Highlights - Class T

Six months ended March 31, 2008

Years ended September 30,

(Unaudited)

2007

2006

2005 H

Selected Per-Share Data

Net asset value, beginning of period

$ 13.91

$ 12.57

$ 11.66

$ 11.34

Income from Investment Operations

Net investment income (loss) E

(.02)

.01

.04

.01

Net realized and unrealized gain (loss)

(1.38)

2.19

1.14

.31

Total from investment operations

(1.40)

2.20

1.18

.32

Distributions from net investment income

(.01)

(.09)

(.08)

-

Distributions from net realized gain

(1.91)

(.77)

(.19)

-

Total distributions

(1.91) J

(.86)

(.27)

-

Net asset value, end of period

$ 10.60

$ 13.91

$ 12.57

$ 11.66

Total Return B,C,D

(11.54)%

18.49%

10.31%

2.82%

Ratios to Average Net Assets F,I

Expenses before reductions

1.42% A

1.43%

1.43%

1.33%A

Expenses net of fee waivers, if any

1.42% A

1.43%

1.43%

1.33%A

Expenses net of all reductions

1.40% A

1.42%

1.39%

1.21%A

Net investment income (loss)

(.25)% A

.07%

.31%

.19%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 940

$ 1,063

$ 434

$ 103

Portfolio turnover rate G

363% A

200%

184%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005. I 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. J Total distributions of $1.914 per share is comprised of distributions from net investment income of $.007 and distributions from net realized gain of $1.907 per share.

Financial Highlights - Class B

Six months ended
March 31, 2008

Years ended September 30,

(Unaudited)

2007

2006

2005 H

Selected Per-Share Data

Net asset value, beginning of period

$ 13.83

$ 12.51

$ 11.64

$ 11.34

Income from Investment Operations

Net investment income (loss) E

(.04)

(.05)

(.03)

(.01)

Net realized and unrealized gain (loss)

(1.38)

2.18

1.15

.31

Total from investment operations

(1.42)

2.13

1.12

.30

Distributions from net investment income

-

(.04)

(.06)

-

Distributions from net realized gain

(1.86)

(.77)

(.19)

-

Total distributions

(1.86) J

(.81)

(.25)

-

Net asset value, end of period

$ 10.55

$ 13.83

$ 12.51

$ 11.64

Total ReturnB,C,D

(11.73)%

17.92%

9.74%

2.65%

Ratios to Average Net AssetsF,I

Expenses before reductions

1.90% A

1.91%

1.95%

1.85% A

Expenses net of fee waivers, if any

1.90% A

1.91%

1.95%

1.85% A

Expenses net of all reductions

1.88% A

1.90%

1.91%

1.74% A

Net investment income (loss)

(.73)% A

(.41)%

(.21)%

(.32)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 498

$ 466

$ 284

$ 118

Portfolio turnover rate G

363% A

200%

184%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005. I 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. J Total distributions of $1.863 per share is comprised of distributions from net investment income of $.000 and distributions from net realized gain of $1.863 per share.

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

Semiannual Report

Financial Highlights - Class C

Six months ended March 31, 2008

Years ended September 30,

(Unaudited)

2007

2006

2005 H

Selected Per-Share Data

Net asset value, beginning of period

$ 13.85

$ 12.53

$ 11.64

$ 11.34

Income from Investment Operations

Net investment income (loss) E

(.04)

(.05)

(.01)

(.01)

Net realized and unrealized gain (loss)

(1.37)

2.18

1.15

.31

Total from investment operations

(1.41)

2.13

1.14

.30

Distributions from net investment income

-

(.04)

(.06)

-

Distributions from net realized gain

(1.88)

(.77)

(.19)

-

Total distributions

(1.88) J

(.81)

(.25)

-

Net asset value, end of period

$ 10.56

$ 13.85

$ 12.53

$ 11.64

Total Return B,C,D

(11.68)%

17.87%

9.89%

2.65%

Ratios to Average Net Assets F,I

Expenses before reductions

1.90% A

1.91%

1.86%

1.82% A

Expenses net of fee waivers, if any

1.90% A

1.91%

1.86%

1.82% A

Expenses net of all reductions

1.89% A

1.90%

1.82%

1.71% A

Net investment income (loss)

(.73)% A

(.41)%

(.12)%

(.30)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 467

$ 458

$ 229

$ 103

Portfolio turnover rate G

363% A

200%

184%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005. I 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. J Total distributions of $1.879 per share is comprised of distributions from net investment income of $.000 and distributions from net realized gain of $1.879 per share.

Financial Highlights - Institutional Class

Six months ended March 31, 2008

Years ended September 30,

(Unaudited)

2007

2006

2005 G

Selected Per-Share Data

Net asset value, beginning of period

$ 14.33

$ 12.90

$ 11.91

$ 11.57

Income from Investment Operations

Net investment income (loss) D

.03

.11

.12

.02

Net realized and unrealized gain (loss)

(1.42)

2.23

1.17

.32

Total from investment operations

(1.39)

2.34

1.29

.34

Distributions from net investment income

(.09)

(.14)

(.11)

-

Distributions from net realized gain

(1.91)

(.77)

(.19)

-

Total distributions

(2.00) I

(.91)

(.30)

-

Net asset value, end of period

$ 10.94

$ 14.33

$ 12.90

$ 11.91

Total Return B,C

(11.20)%

19.20%

11.04%

2.94%

Ratios to Average Net Assets E,H

Expenses before reductions

.74% A

.74%

.78%

.83% A

Expenses net of fee waivers, if any

.74% A

.74%

.78%

.83% A

Expenses net of all reductions

.72% A

.69%

.74%

.71% A

Net investment income (loss)

.43% A

.80%

.96%

.67% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 1,927

$ 2,422

$ 114

$ 103

Portfolio turnover rate F

363% A

200%

184%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. F Amount does not include the portfolio activity of any underlying Fidelity Central Funds. G For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005. 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. 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. I Total distributions of $2.00 per share is comprised of distributions from net investment income of $.093 and distributions from net realized gain of $1.907 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended March 31, 2008 (Unaudited)

1. Organization.

Fidelity Advisor Capital Development Fund (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 (formerly Class N), 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.

On September 29, 2006, the President signed into law the Military Personnel Financial Services Protection Act (the "Act") which prohibits the issuance or sale of new periodic payment plans, such as the Destiny Plans. Effective October 27, 2006, shares of Class A and Class O will no longer be offered to the general public through Fidelity Systematic Investment Plans. The Act does not alter the rights or obligations, including rights of redemption, of existing Destiny Planholders. Planholders can continue to contribute to existing Destiny Plans II: O and Destiny Plans II: N.

2. Investments in Fidelity Central Funds.

The Fund may invest in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

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

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the SEC's web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC's web site or upon request.

3. Significant Accounting Policies.

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. Actual results could differ from those estimates. 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, including the Fidelity Central 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 cannot 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.

Semiannual Report

3. Significant Accounting Policies - continued

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. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV for processing shareholder transactions includes trades executed through the end of the prior business day. 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 distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are 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. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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 invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. The Fund is subject to the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Fund's federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service. 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 short-term capital gains, futures transactions, foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC), market discount, deferred trustees compensation 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

$ 218,846,637

Unrealized depreciation

(386,858,873)

Net unrealized appreciation (depreciation)

$ (168,012,236)

Cost for federal income tax purposes

$ 5,181,154,063

New Accounting Pronouncement. In September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and results in expanded disclosures about fair value measurements.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. 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.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $9,925,630,301 and $10,106,640,508, respectively.

6. 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 .26% 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 .56% of the Fund's average net assets.

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%

$ 576,913

$ 4,483

Class T

.25%

.25%

2,600

198

Class B

.75%

.25%

2,484

2,022

Class C

.75%

.25%

2,512

1,619

$ 584,509

$ 8,322

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 and .25% for certain purchases of Class T shares.

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

Retained
by FDC

Class A

$ 2,740

Class T

249

Class B*

72

Class C*

25

$ 3,086

* 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.

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for Class O, Class A, Class T, Class B, Class C and Institutional Class. FIIOC 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. FIIOC does not receive a fee for Class O Destiny Plan accounts. In addition, FIIOC pays for typesetting, printing, and mailing of shareholder reports, except proxy statements. Prior to January 1, 2008, Fidelity Service Company, Inc. (FSC), also an affiliate of FMR was the transfer agent for Class O. For the period, the total transfer agent fees paid by each class were as follows:

Amount

% of
Average
Net Assets*

Class O

$ 79,582

.01

Class A

325,171

.14

Class T

1,720

.33

Class B

756

.30

Class C

779

.31

Institutional Class

1,679

.15

$ 409,687

* 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.

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 $113,540 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. Any open loans, including accrued interest, at period end are presented under the caption "Notes Payable to Affiliates" in the Fund's Statement of Assets and Liabilities. 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

$ 12,753,085

3.76%

$ 62,604

7. 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, which amounted to $7,065 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. 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 Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $928,863.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

9. Expense Reductions.

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 $428,957 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 $4,793. During the period, credits reduced each class' transfer agent expense as noted in the table below.

Transfer Agent
expense reduction

Class O

$ 725

10. 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.

In December 2006, the Independent Trustees, with the assistance of independent counsel, completed an investigation regarding gifts, gratuities and business entertainment provided by certain brokers to certain individuals who were employed on FMR's domestic equity trading desk during the period 2002 to 2004. The Independent Trustees and FMR agreed that, despite the absence of proof that the Fidelity mutual funds experienced diminished execution quality as a result of the improper receipt of gifts and business entertainment, the conduct at issue was serious and was worthy of redress. Accordingly, the Independent Trustees requested, and FMR agreed to make, a payment of $42 million plus accrued interest, which equaled approximately $7.3 million, to certain Fidelity mutual funds.

In March 2008, the Trustees approved a method for allocating this payment among the funds and, in total, FMR paid the fund $ 2,527,975, which is recorded in the accompanying Statement of Operations.

In a related administrative order dated March 5, 2008, the U.S. Securities and Exchange Commission ("SEC") announced a settlement with FMR and FMR Co., Inc. (an affiliate of FMR) involving the SEC's regulatory rules for investment advisers and the improper receipt of gifts, gratuities and business entertainment. Without admitting or denying the SEC's findings, FMR agreed to pay an $8 million civil penalty to the United States Treasury.

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
March 31,
2008

Year ended
September 30,
2007

From net investment income

Class O

$ 40,933,327

$ 53,852,598

Class A

2,106,366

2,750,820

Class T

527

4,757

Class B

-

1,145

Class C

-

803

Institutional Class

15,463

23,441

Total

$ 43,055,683

$ 56,633,564

From net realized gain

Class O

$ 696,957,922

$ 296,173,474

Class A

64,779,107

23,268,152

Class T

143,694

41,151

Class B

67,933

23,203

Class C

64,542

17,168

Institutional Class

317,073

128,925

Total

$ 762,330,271

$ 319,652,073

Semiannual Report

12. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended March 31,
2008

Year ended
September 30,
2007

Six months ended March 31,
2008

Year ended
September 30,
2007

Class O

Shares sold

7,885,737

17,079,006

$ 100,827,048

$ 224,837,373

Reinvestment of distributions

58,139,164

27,086,415

713,948,924

337,496,714

Shares redeemed

(26,557,621)

(61,650,556)

(336,727,410)

(817,739,781)

Net increase (decrease)

39,467,280

(17,485,135)

$ 478,048,562

$ (255,405,694)

Class A

Shares sold

2,642,165

5,644,265

$ 33,028,749

$ 72,699,279

Reinvestment of distributions

5,544,956

2,112,917

66,539,441

25,819,847

Shares redeemed

(1,830,462)

(3,618,757)

(22,500,754)

(46,924,186)

Net increase (decrease)

6,356,659

4,138,425

$ 77,067,436

$ 51,594,940

Class T

Shares sold

15,651

82,917

$ 180,305

$ 1,072,648

Reinvestment of distributions

12,119

3,782

144,221

45,908

Shares redeemed

(15,571)

(44,783)

(179,374)

(586,542)

Net increase (decrease)

12,199

41,916

$ 145,152

$ 532,014

Class B

Shares sold

12,747

16,452

$ 149,048

$ 211,111

Reinvestment of distributions

5,649

1,910

66,997

23,154

Shares redeemed

(4,817)

(7,422)

(53,023)

(95,416)

Net increase (decrease)

13,579

10,940

$ 163,022

$ 138,849

Class C

Shares sold

13,253

19,743

$ 160,423

$ 257,311

Reinvestment of distributions

5,132

1,465

60,914

17,782

Shares redeemed

(7,286)

(6,398)

(79,822)

(82,083)

Net increase (decrease)

11,099

14,810

$ 141,515

$ 193,010

Institutional Class

Shares sold

2,507

189,754

$ 31,944

$ 2,473,211

Reinvestment of distributions

27,031

12,238

331,400

152,366

Shares redeemed

(22,407)

(41,867)

(268,653)

(548,085)

Net increase (decrease)

7,131

160,125

$ 94,691

$ 2,077,492

Semiannual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on April 16, 2008. The results of votes taken among shareholders on the 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 elect a Board of Trustees.A

# of
Votes

% of
Votes

James C. Curvey

Affirmative

7,301,245,402.99

95.180

Withheld

369,727,258.69

4.820

TOTAL

7,670,972,661.68

100.000

Dennis J. Dirks

Affirmative

7,315,162,274.23

95.362

Withheld

355,810,387.45

4.638

TOTAL

7,670,972,661.68

100.000

Edward C. Johnson 3d

Affirmative

7,279,566,042.90

94.898

Withheld

391,406,618.78

5.102

TOTAL

7,670,972,661.68

100.000

Alan J. Lacy

Affirmative

7,308,976,735.47

95.281

Withheld

361,995,926.21

4.719

TOTAL

7,670,972,661.68

100.000

Ned C. Lautenbach

Affirmative

7,311,645,783.73

95.316

Withheld

359,326,877.95

4.684

TOTAL

7,670,972,661.68

100.000

Joseph Mauriello

Affirmative

7,299,247,385.40

95.154

Withheld

371,725,276.28

4.846

TOTAL

7,670,972,661.68

100.000

Cornelia M. Small

Affirmative

7,304,074,583.68

95.217

Withheld

366,898,078.00

4.783

TOTAL

7,670,972,661.68

100.000

William S. Stavropoulos

Affirmative

7,288,328,101.58

95.012

Withheld

382,644,560.10

4.988

TOTAL

7,670,972,661.68

100.000

David M. Thomas

Affirmative

7,310,154,938.14

95.296

Withheld

360,817,723.54

4.704

TOTAL

7,670,972,661.68

100.000

Michael E. Wiley

Affirmative

7,291,195,796.49

95.049

Withheld

379,776,865.19

4.951

TOTAL

7,670,972,661.68

100.000

PROPOSAL 2

To amend the Declaration of Trust of Fidelity Destiny Portfolios to reduce the required quorum for future shareholder meetings.A

# of
Votes

% of
Votes

Affirmative

5,886,523,798.95

76.738

Against

1,431,969,592.63

18.667

Abstain

340,360,558.94

4.437

Broker Non-Votes

12,118,711.16

0.158

TOTAL

7,670,972,661.68

100.000

A Denotes trust-wide proposal and voting results.

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-advisers

FMR Co., Inc.
Fidelity Management & Research (U.K.) Inc.
Fidelity Research & Analysis Company
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 Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

State Street Bank and Trust Company
Boston, MA

ADESII-USAN-0508
1.814758.102

(Fidelity Investment logo)(registered trademark)

Fidelity® Advisor
Capital Development Fund -
Institutional Class

Semiannual Report

March 31, 2008

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

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>

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com ("search for proxy voting guidelines") or visit the Securities and Exchange Commission's (SEC) web site at http://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 LLC 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 holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com or http://www.advisor.fidelity.com, as applicable.

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

Chairman's Message

(Photograph of Edward C. Johnson 3d.)

Dear Shareholder:

Continuation of a credit squeeze, flat consumer spending and a potential recession weighed heavily on stocks in the opening months of 2008, though positive results in investment-grade bonds and money markets offered some comfort to investors. Financial markets are always unpredictable, but there are a number of time-tested principles that can put the historical odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There are tax advantages and cost benefits to consider as well. The more you sell, the more taxes you pay, and the more you trade, the higher the costs. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies

indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best-performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third investment principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces unconstructive "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or over the phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

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, 2007 to March 31, 2008).

Actual Expenses

The first line of the accompanying table 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. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table 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. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

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, 2007

Ending
Account Value
March 31, 2008

Expenses Paid
During Period*
October 1, 2007 to
March 31, 2008

Class O

Actual

$ 1,000.00

$ 888.90

$ 2.79

HypotheticalA

$ 1,000.00

$ 1,022.05

$ 2.98

Class A

Actual

$ 1,000.00

$ 887.20

$ 4.62

HypotheticalA

$ 1,000.00

$ 1,020.10

$ 4.95

Class T

Actual

$ 1,000.00

$ 884.60

$ 6.69

HypotheticalA

$ 1,000.00

$ 1,017.90

$ 7.16

Class B

Actual

$ 1,000.00

$ 882.70

$ 8.94

HypotheticalA

$ 1,000.00

$ 1,015.50

$ 9.57

Class C

Actual

$ 1,000.00

$ 883.20

$ 8.95

HypotheticalA

$ 1,000.00

$ 1,015.50

$ 9.57

Institutional Class

Actual

$ 1,000.00

$ 888.00

$ 3.49

Hypothetical A

$ 1,000.00

$ 1,021.30

$ 3.74

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 183/366 (to reflect the one-half year period).

Annualized
Expense Ratio

Class O

.59%

Class A

.98%

Class T

1.42%

Class B

1.90%

Class C

1.90%

Institutional Class

.74%

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of March 31, 2008

% of fund's
net assets

% of fund's net assets
6 months ago

Hess Corp.

3.5

0.0

The Mosaic Co.

3.0

0.0

Hewlett-Packard Co.

2.4

3.9

NIKE, Inc. Class B

2.3

0.0

McDonald's Corp.

2.3

0.0

Nokia Corp. sponsored ADR

1.9

0.0

ConocoPhillips

1.8

0.0

Goldman Sachs Group, Inc.

1.7

1.5

Petroleo Brasileiro SA - Petrobras sponsored ADR

1.7

0.0

Anadarko Petroleum Corp.

1.7

0.0

22.3

Top Five Market Sectors as of March 31, 2008

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

22.1

9.2

Energy

18.7

6.7

Materials

14.6

2.5

Consumer Discretionary

11.5

7.9

Industrials

11.4

12.2

Asset Allocation (% of fund's net assets)

As of March 31, 2008 *

As of September 30, 2007 **

Stocks 99.3%

Stocks 98.1%

Convertible
Securities 0.0%

Convertible
Securities 0.4%

Short-Term
Investments and
Net Other Assets 0.7%

Short-Term
Investments and
Net Other Assets 1.5%

*Foreign investments

23.4%

**Foreign investments

17.9%

Semiannual Report

Investments March 31, 2008 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.3%

Shares

Value

CONSUMER DISCRETIONARY - 11.5%

Auto Components - 0.2%

Johnson Controls, Inc.

282,000

$ 9,531,600

Automobiles - 0.2%

Daimler AG (d)

128,300

10,976,065

Diversified Consumer Services - 0.2%

Anhanguera Educacional Participacoes SA unit (a)

200,000

2,735,354

DeVry, Inc.

200,000

8,368,000

11,103,354

Hotels, Restaurants & Leisure - 2.8%

Bally Technologies, Inc. (a)

200,000

6,868,000

McDonald's Corp.

1,991,900

111,088,263

Yum! Brands, Inc.

509,300

18,951,053

136,907,316

Household Durables - 0.9%

D.R. Horton, Inc.

850,000

13,387,500

Jarden Corp. (a)

550,000

11,957,000

Whirlpool Corp.

230,000

19,959,400

45,303,900

Internet & Catalog Retail - 0.9%

Expedia, Inc. (a)

200,000

4,378,000

Priceline.com, Inc. (a)

308,300

37,261,138

41,639,138

Media - 0.7%

CKX, Inc. (a)

183,080

1,742,922

Focus Media Holding Ltd. ADR (a)(d)

350,000

12,302,500

Omnicom Group, Inc.

20,000

883,600

The DIRECTV Group, Inc. (a)

586,802

14,546,822

The Walt Disney Co.

200,000

6,276,000

35,751,844

Specialty Retail - 2.4%

Best Buy Co., Inc.

1,120,000

46,435,200

Gamestop Corp. Class A (a)

382,000

19,753,220

Ross Stores, Inc.

956,020

28,642,359

TJX Companies, Inc.

750,000

24,802,500

119,633,279

Textiles, Apparel & Luxury Goods - 3.2%

NIKE, Inc. Class B

1,691,800

115,042,400

Skechers U.S.A., Inc. Class A (sub. vtg.) (a)

1,344,508

27,172,507

Warnaco Group, Inc. (a)

410,000

16,170,400

158,385,307

TOTAL CONSUMER DISCRETIONARY

569,231,803

CONSUMER STAPLES - 2.7%

Beverages - 0.1%

PepsiAmericas, Inc.

206,900

5,282,157

Food & Staples Retailing - 0.3%

Kroger Co.

594,100

15,090,140

Shares

Value

Food Products - 1.3%

Bunge Ltd. (d)

319,700

$ 27,775,536

Chiquita Brands International, Inc. (a)

56,738

1,311,215

Fresh Del Monte Produce, Inc. (a)

1,018,700

37,080,680

66,167,431

Tobacco - 1.0%

Altria Group, Inc.

918,700

20,395,140

British American Tobacco PLC

256,800

9,727,584

British American Tobacco PLC sponsored ADR

250,000

18,937,500

49,060,224

TOTAL CONSUMER STAPLES

135,599,952

ENERGY - 18.7%

Energy Equipment & Services - 5.8%

Atwood Oceanics, Inc. (a)

218,900

20,077,508

BJ Services Co.

410,000

11,689,100

Diamond Offshore Drilling, Inc.

103,300

12,024,120

ENSCO International, Inc.

390,000

24,421,800

Helmerich & Payne, Inc.

879,300

41,212,791

Hercules Offshore, Inc. (a)

102,700

2,579,824

Nabors Industries Ltd. (a)

300,000

10,131,000

National Oilwell Varco, Inc. (a)

1,227,190

71,643,352

Patterson-UTI Energy, Inc.

864,000

22,619,520

Rowan Companies, Inc.

130,000

5,353,400

Tidewater, Inc.

509,300

28,067,523

Transocean, Inc. (a)

256,260

34,646,352

Weatherford International Ltd. (a)

50,000

3,623,500

288,089,790

Oil, Gas & Consumable Fuels - 12.9%

Anadarko Petroleum Corp.

1,303,200

82,140,696

Apache Corp.

300,000

36,246,000

Chesapeake Energy Corp.

629,330

29,043,580

Chevron Corp.

159,800

13,640,528

Cimarex Energy Co.

280,000

15,327,200

ConocoPhillips

1,145,100

87,268,071

Hess Corp.

1,954,300

172,330,175

Hugoton Royalty Trust

100,000

2,758,000

Marathon Oil Corp.

199,300

9,088,080

Occidental Petroleum Corp.

580,300

42,460,551

Petrobank Energy & Resources Ltd. (a)

112,300

5,108,523

Petroleo Brasileiro SA - Petrobras sponsored ADR

809,100

82,617,201

Suncor Energy, Inc.

228,300

22,062,773

Valero Energy Corp.

713,227

35,026,578

635,117,956

TOTAL ENERGY

923,207,746

FINANCIALS - 22.1%

Capital Markets - 5.2%

Bank of New York Mellon Corp.

100,000

4,173,000

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Capital Markets - continued

GLG Partners, Inc. (d)

3,931,538

$ 46,667,356

GLG Partners, Inc. warrants 12/28/11 (a)

4,063,900

18,368,828

Goldman Sachs Group, Inc.

516,747

85,464,786

Lehman Brothers Holdings, Inc.

1,352,789

50,918,978

Morgan Stanley

500,000

22,850,000

State Street Corp.

337,500

26,662,500

255,105,448

Commercial Banks - 1.4%

Bank of Nova Scotia

254,700

11,549,079

BB&T Corp.

200,000

6,412,000

U.S. Bancorp, Delaware

217,400

7,035,064

Wachovia Corp.

380,000

10,260,000

Wells Fargo & Co.

1,130,000

32,883,000

68,139,143

Diversified Financial Services - 7.2%

Bank of America Corp.

1,700,000

64,447,000

Bolsa de Mercadorias & Futuros - BM&F SA

500,000

4,504,787

CME Group, Inc.

7,000

3,283,700

Deutsche Boerse AG

78,900

12,707,994

GHL Acquisition Corp. unit

1,129,580

10,900,447

JPMorgan Chase & Co.

1,720,000

73,874,000

Leucadia National Corp.

509,300

23,030,546

Liberty Acquisition Holdings Corp.:

unit

3,793,900

39,456,560

warrants 12/12/13 (a)

393,500

834,220

Liberty International Acquisition Co. (e)

4,125,000

58,279,939

Liberty International Acquisition Co. warrants 3/17/13 (a)

4,125,000

4,232,621

Sapphire Industrials Corp. unit

5,000,000

48,050,000

Trian Acquisition I Corp. unit

1,500,000

14,850,000

358,451,814

Insurance - 7.5%

ACE Ltd.

382,000

21,032,920

Allied World Assurance Co.
Holdings Ltd.

264,200

10,488,740

Allstate Corp.

234,700

11,279,682

American International Group, Inc.

908,331

39,285,316

Aspen Insurance Holdings Ltd.

559,300

14,754,334

Assurant, Inc.

150,000

9,129,000

Axis Capital Holdings Ltd.

545,200

18,525,896

Berkshire Hathaway, Inc. Class A (a)

316

42,154,400

Endurance Specialty Holdings Ltd.

580,900

21,260,940

Everest Re Group Ltd.

152,800

13,680,184

Hartford Financial Services Group, Inc.

104,700

7,933,119

Max Capital Group Ltd.

814,900

21,342,231

MetLife, Inc.

232,000

13,980,320

Montpelier Re Holdings Ltd.

506,466

8,128,779

Navigators Group, Inc. (a)

82,766

4,502,470

Platinum Underwriters Holdings Ltd.

553,967

17,981,769

Shares

Value

Prudential Financial, Inc.

84,700

$ 6,627,775

The Chubb Corp.

607,400

30,054,152

The Travelers Companies, Inc.

738,500

35,337,225

Unum Group

743,300

16,360,033

Zurich Financial Services AG (Reg.)

20,000

6,298,142

370,137,427

Real Estate Management & Development - 0.7%

Black Earth Farming Ltd. unit

900,950

9,324,250

The St. Joe Co. (d)

619,400

26,590,842

35,915,092

Thrifts & Mortgage Finance - 0.1%

Astoria Financial Corp.

100,000

2,716,000

MGIC Investment Corp.

222,800

2,346,084

Washington Mutual, Inc.

132,700

1,366,810

6,428,894

TOTAL FINANCIALS

1,094,177,818

HEALTH CARE - 6.1%

Biotechnology - 0.9%

Biogen Idec, Inc. (a)

370,000

22,825,300

CSL Ltd.

690,000

23,278,934

46,104,234

Health Care Equipment & Supplies - 1.6%

Becton, Dickinson & Co.

139,424

11,969,550

Inverness Medical Innovations, Inc. (a)

663,515

19,971,802

Philip Morris International, Inc. (a)

918,700

46,467,846

78,409,198

Health Care Providers & Services - 1.9%

Aetna, Inc.

509,300

21,436,437

Express Scripts, Inc. (a)

202,800

13,044,096

Humana, Inc. (a)

100,000

4,486,000

Medco Health Solutions, Inc. (a)

1,271,400

55,674,606

94,641,139

Life Sciences Tools & Services - 0.9%

Applera Corp. - Applied Biosystems Group

100,000

3,286,000

Charles River Laboratories International, Inc. (a)

523,403

30,849,373

Invitrogen Corp. (a)

100,000

8,547,000

42,682,373

Pharmaceuticals - 0.8%

Teva Pharmaceutical Industries Ltd. sponsored ADR

609,300

28,143,567

XenoPort, Inc. (a)

329,447

13,332,720

41,476,287

TOTAL HEALTH CARE

303,313,231

Common Stocks - continued

Shares

Value

INDUSTRIALS - 11.4%

Aerospace & Defense - 5.1%

Goodrich Corp.

204,700

$ 11,772,297

Honeywell International, Inc.

631,900

35,651,798

L-3 Communications Holdings, Inc.

665,681

72,785,561

Lockheed Martin Corp.

332,522

33,019,435

Northrop Grumman Corp.

344,700

26,821,107

Raytheon Co.

406,937

26,292,200

United Technologies Corp.

680,000

46,797,600

253,139,998

Commercial Services & Supplies - 0.3%

GeoEye, Inc. (a)

350,000

9,096,500

Manpower, Inc.

100,000

5,626,000

14,722,500

Electrical Equipment - 0.2%

JA Solar Holdings Co. Ltd. ADR

550,000

10,230,000

Industrial Conglomerates - 0.3%

McDermott International, Inc. (a)

254,700

13,962,654

Machinery - 2.9%

AGCO Corp. (a)

200,000

11,976,000

Cummins, Inc.

407,400

19,074,468

Deere & Co.

939,600

75,581,424

Eaton Corp.

127,300

10,141,991

Ingersoll-Rand Co. Ltd. Class A

150,000

6,687,000

Manitowoc Co., Inc.

100,000

4,080,000

Parker Hannifin Corp.

229,200

15,876,684

143,417,567

Marine - 0.6%

Excel Maritime Carriers Ltd.

100,000

2,935,000

Genco Shipping & Trading Ltd.

234,140

13,212,520

Kirby Corp. (a)

254,700

14,517,900

Navios Maritime Holdings, Inc. warrants 12/9/08 (a)

240,250

1,117,163

OceanFreight, Inc.

7,676

168,028

31,950,611

Road & Rail - 2.0%

Burlington Northern Santa Fe Corp.

400,000

36,888,000

Norfolk Southern Corp.

650,000

35,308,000

Union Pacific Corp.

204,700

25,665,286

97,861,286

TOTAL INDUSTRIALS

565,284,616

INFORMATION TECHNOLOGY - 9.8%

Communications Equipment - 2.3%

Juniper Networks, Inc. (a)

816,800

20,420,000

Nokia Corp. sponsored ADR

2,879,600

91,657,668

112,077,668

Computers & Peripherals - 4.5%

Hewlett-Packard Co.

2,618,000

119,537,880

International Business Machines Corp.

396,500

45,653,010

Shares

Value

NCR Corp. (a)

536,560

$ 12,249,665

Seagate Technology

1,350,000

28,269,000

Western Digital Corp. (a)

514,400

13,909,376

219,618,931

Electronic Equipment & Instruments - 0.1%

Avnet, Inc. (a)

200,000

6,546,000

Internet Software & Services - 0.4%

Open Text Corp. (a)

428,300

13,550,734

Yahoo!, Inc. (a)

277,200

8,019,396

21,570,130

IT Services - 0.3%

Satyam Computer Services Ltd. sponsored ADR

25,000

564,750

Visa, Inc.

211,900

13,214,084

13,778,834

Semiconductors & Semiconductor Equipment - 0.3%

ASML Holding NV (NY Shares)

600,000

14,886,000

Mattson Technology, Inc. (a)

200,000

1,218,000

16,104,000

Software - 1.9%

Activision, Inc. (a)

970,493

26,504,164

Oracle Corp. (a)

2,646,700

51,769,452

Ubisoft Entertainment SA (a)

191,667

16,511,001

94,784,617

TOTAL INFORMATION TECHNOLOGY

484,480,180

MATERIALS - 14.6%

Chemicals - 7.2%

Agrium, Inc.

418,300

25,979,747

Celanese Corp. Class A

405,500

15,834,775

CF Industries Holdings, Inc.

228,743

23,702,350

Chemtura Corp.

1,500,000

11,010,000

Fertilizantes Fosfatados SA (PN)

60,400

2,830,691

K&S AG

52,900

17,312,031

Monsanto Co.

238,500

26,592,750

Neo Material Technologies, Inc. (a)

3,110,600

11,574,607

OM Group, Inc. (a)

380,000

20,725,200

Potash Corp. of Saskatchewan, Inc.

120,000

18,625,200

Terra Industries, Inc. (a)

520,000

18,475,600

The Mosaic Co. (a)

1,445,401

148,298,143

Yara International ASA

250,000

14,456,684

355,417,778

Metals & Mining - 7.4%

Agnico-Eagle Mines Ltd.

356,400

24,169,655

AK Steel Holding Corp.

132,000

7,183,440

Barrick Gold Corp.

181,100

7,917,171

BHP Billiton Ltd. sponsored ADR

432,000

28,447,200

Eldorado Gold Corp. (a)

500,000

3,448,276

First Quantum Minerals Ltd.

250,000

20,270,797

Freeport-McMoRan Copper & Gold, Inc. Class B

254,700

24,507,234

Common Stocks - continued

Shares

Value

MATERIALS - continued

Metals & Mining - continued

Gold Fields Ltd. sponsored ADR

600,000

$ 8,298,000

Goldcorp, Inc.

955,000

37,107,880

IAMGOLD Corp.

266,200

1,973,292

Inmet Mining Corp.

658,400

48,100,526

Kinross Gold Corp.

3,082,400

68,757,997

Major Drilling Group International, Inc. (a)

380,100

19,808,445

Nucor Corp.

200,000

13,548,000

Reliance Steel & Aluminum Co.

60,000

3,591,600

Silver Wheaton Corp. (a)

1,000,000

15,517,241

United States Steel Corp.

110,000

13,955,700

Yamana Gold, Inc.

1,450,000

21,271,186

367,873,640

TOTAL MATERIALS

723,291,418

TELECOMMUNICATION SERVICES - 0.3%

Diversified Telecommunication Services - 0.3%

Telefonica SA sponsored ADR

164,700

14,248,197

UTILITIES - 2.1%

Electric Utilities - 0.1%

Public Power Corp. of Greece

100,000

4,372,722

Gas Utilities - 0.8%

Energen Corp.

596,491

37,161,389

Independent Power Producers & Energy Traders - 0.8%

Constellation Energy Group, Inc.

254,700

22,482,369

Reliant Energy, Inc. (a)

764,000

18,068,600

40,550,969

Shares

Value

Multi-Utilities - 0.4%

Public Service Enterprise Group, Inc.

509,400

$ 20,472,786

TOTAL UTILITIES

102,557,866

TOTAL COMMON STOCKS

(Cost $5,062,297,364)

4,915,392,827

Money Market Funds - 2.0%

Fidelity Securities Lending Cash Central Fund, 2.84% (b)(c)
(Cost $97,749,000)

97,749,000

97,749,000

TOTAL INVESTMENT PORTFOLIO - 101.3%

(Cost $5,160,046,364)

5,013,141,827

NET OTHER ASSETS - (1.3)%

(64,471,803)

NET ASSETS - 100%

$ 4,948,670,024

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

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Cash Central Fund

$ 1,808,418

Fidelity Securities Lending Cash Central Fund

928,863

Total

$ 2,737,281

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:

Affiliate

Value,
beginning of
period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

Liberty International Acquisition Co.

$ -

$ 56,509,557

$ -

$ -

$ 58,279,939

Other Information

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

United States of America

76.6%

Canada

7.4%

Bermuda

3.3%

Cayman Islands

3.2%

Brazil

1.9%

Finland

1.9%

Australia

1.1%

Others (individually less than 1%)

4.6%

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, 2008 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $94,718,155) - See accompanying schedule:

Unaffiliated issuers (cost $5,005,787,807)

$ 4,857,112,888

Fidelity Central Funds (cost $97,749,000)

97,749,000

Other affiliated issuers (cost $56,509,557)

58,279,939

Total Investments (cost $5,160,046,364)

$ 5,013,141,827

Cash

1,099,036

Foreign currency held at value (cost $13,885,907)

13,885,964

Receivable for investments sold

95,862,323

Receivable for fund shares sold

510,940

Dividends receivable

5,182,311

Distributions receivable from Fidelity Central Funds

224,117

Prepaid expenses

32,604

Other receivables

190,010

Total assets

5,130,129,132

Liabilities

Payable for investments purchased

$ 71,456,670

Payable for fund shares redeemed

3,589,608

Accrued management fee

2,336,340

Distribution fees payable

91,418

Notes payable to affiliates

5,830,722

Other affiliated payables

217,815

Other payables and accrued expenses

187,535

Collateral on securities loaned, at value

97,749,000

Total liabilities

181,459,108

Net Assets

$ 4,948,670,024

Net Assets consist of:

Paid in capital

$ 4,961,985,973

Undistributed net investment income

7,612,347

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

125,937,867

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

(146,866,163)

Net Assets

$ 4,948,670,024

Statement of Assets and Liabilities - continued

March 31, 2008 (Unaudited)

Class O:
Net Asset Value, offering price and redemption price per share ($4,517,564,409 ÷
411,916,228 shares)

$ 10.97

Class A:
Net Asset Value and redemption price per share ($427,273,813 ÷ 39,934,054 shares)

$ 10.70

Maximum offering price per share (100/94.25 of $10.70)

$ 11.35

Class T:
Net Asset Value and redemption price per share ($939,652 ÷
88,635 shares)

$ 10.60

Maximum offering price per share (100/96.50 of $10.60)

$ 10.98

Class B:
Net Asset Value and offering price per share ($498,451 ÷
47,249 shares)A

$ 10.55

Class C:
Net Asset Value and offering price per share ($466,566 ÷
44,195 shares)A

$ 10.56

Institutional Class:
Net Asset Value, offering price and redemption price per share ($1,927,133 ÷ 176,117 shares)

$ 10.94

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, 2008 (Unaudited)

Investment Income

Dividends

$ 28,441,956

Interest

715,111

Income from Fidelity Central Funds

2,737,281

Total income

31,894,348

Expenses

Management fee

$ 15,344,064

Transfer agent fees

409,687

Distribution fees

584,509

Accounting and security lending fees

584,823

Custodian fees and expenses

148,107

Independent trustees' compensation

11,386

Appreciation in deferred trustee compensation account

248

Registration fees

27,061

Audit

42,990

Legal

23,786

Interest

62,604

Miscellaneous

25,690

Total expenses before reductions

17,264,955

Expense reductions

(434,475)

16,830,480

Net investment income (loss)

15,063,868

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers

311,871,513

Foreign currency transactions

69,117

Total net realized gain (loss)

311,940,630

Change in net unrealized appreciation (depreciation) on:

Investment securities

(957,518,857)

Assets and liabilities in foreign currencies

13,126

Total change in net unrealized appreciation (depreciation)

(957,505,731)

Net gain (loss)

(645,565,101)

Net increase (decrease) in net assets resulting from operations

$ (630,501,233)

Statement of Changes in Net Assets

Six months ended
March 31, 2008
(Unaudited)

Year ended
September 30,
2007

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 15,063,868

$ 48,840,366

Net realized gain (loss)

311,940,630

700,634,489

Change in net unrealized appreciation (depreciation)

(957,505,731)

248,754,142

Net increase (decrease) in net assets resulting from operations

(630,501,233)

998,228,997

Distributions to shareholders from net investment income

(43,055,683)

(56,633,564)

Distributions to shareholders from net realized gain

(762,330,271)

(319,652,073)

Total distributions

(805,385,954)

(376,285,637)

Share transactions - net increase (decrease)

555,660,378

(200,869,389)

Total increase (decrease) in net assets

(880,226,809)

421,073,971

Net Assets

Beginning of period

5,828,896,833

5,407,822,862

End of period (including undistributed net investment income of $7,612,347 and undistributed net investment income of $37,878,944, respectively)

$ 4,948,670,024

$ 5,828,896,833

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

Semiannual Report

Financial Highlights - Class O

Six months ended March 31, 2008

Years ended September 30,

(Unaudited)

2007

2006

2005

2004

2003

Selected Per-Share Data

Net asset value, beginning of period

$ 14.37

$ 12.91

$ 11.91

$ 11.03

$ 10.02

$ 8.40

Income from Investment Operations

Net investment income (loss) E

.04

.12

.14

.19 H

.12

.08

Net realized and unrealized gain (loss)

(1.42)

2.25

1.18

.86

.97

1.63

Total from investment operations

(1.38)

2.37

1.32

1.05

1.09

1.71

Distributions from net investment income

(.11)

(.14)

(.13)

(.17)

(.08)

(.09)

Distributions from net realized gain

(1.91)

(.77)

(.19)

-

-

-

Total distributions

(2.02) J

(.91)

(.32)

(.17)

(.08)

(.09)

Net asset value, end of period

$ 10.97

$ 14.37

$ 12.91

$ 11.91

$ 11.03

$ 10.02

Total Return B,C,D

(11.11)%

19.44%

11.25%

9.51%

10.91%

20.45%

Ratios to Average Net Assets F,I

Expenses before reductions

.59% A

.60%

.61%

.62%

.61%

.62%

Expenses net of fee waivers, if any

.59% A

.60%

.61%

.62%

.61%

.62%

Expenses net of all reductions

.58% A

.59%

.57%

.51%

.55%

.50%

Net investment income (loss)

.58% A

.90%

1.13%

1.68% H

1.13%

.88%

Supplemental Data

Net assets, end of period (000 omitted)

$ 4,517,564

$ 5,352,895

$ 5,034,751

$ 4,965,789

$ 4,998,159

$ 4,633,668

Portfolio turnover rate G

363% A

200%

184%

244%

212%

349%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H 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%. I 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. J Total distributions of $2.019 per share is comprised of distributions from net investment income of $.112 and distributions from net realized gain of $1.907 per share.

Financial Highlights - Class A

Six months ended
March 31, 2008

Years ended September 30,

(Unaudited)

2007

2006

2005 L

2004

2003

Selected Per-Share Data

Net asset value, beginning of period

$ 14.04

$ 12.64

$ 11.66

$ 10.80

$ 9.81

$ 8.25

Income from Investment Operations

Net investment income (loss) F

.01

.07

.08

.13 J

.04

- I

Net realized and unrealized gain (loss)

(1.38)

2.19

1.16

.83

.96

1.59

Total from investment operations

(1.37)

2.26

1.24

.96

1.00

1.59

Distributions from net investment income

(.06)

(.09)

(.07)

(.10)

(.01)

(.03)

Distributions from net realized gain

(1.91)

(.77)

(.19)

-

-

-

Total distributions

(1.97) M

(.86)

(.26)

(.10)

(.01)

(.03)

Net asset value, end of period

$ 10.70

$ 14.04

$ 12.64

$ 11.66

$ 10.80

$ 9.81

Total Return B,C,D,E

(11.28)%

18.90%

10.81%

8.86%

10.20%

19.30%

Ratios to Average Net Assets G,K

Expenses before reductions

.98% A

.99%

1.06%

1.17%

1.34%

1.49%

Expenses net of fee waivers, if any

.98% A

.99%

1.06%

1.17%

1.34%

1.49%

Expenses net of all reductions

.96% A

.98%

1.02%

1.06%

1.27%

1.37%

Net investment income (loss)

.19% A

.51%

.68%

1.14% J

.40%

-%

Supplemental Data

Net assets, end of period (000 omitted)

$ 427,274

$ 471,593

$ 372,010

$ 293,602

$ 216,223

$ 137,691

Portfolio turnover rate H

363%A

200%

184%

244%

212%

349%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. H Amount does not include the portfolio activity of any underlying Fidelity Central Funds. I Amount represents less than $.01. J 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%. K 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. L Class N was renamed Class A on July 12, 2005. M Total distributions of $1.969 per share is comprised of distributions from net investment income of $.062 and distributions from net realized gain of $1.907 per share.

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

Semiannual Report

Financial Highlights - Class T

Six months ended March 31, 2008

Years ended September 30,

(Unaudited)

2007

2006

2005 H

Selected Per-Share Data

Net asset value, beginning of period

$ 13.91

$ 12.57

$ 11.66

$ 11.34

Income from Investment Operations

Net investment income (loss) E

(.02)

.01

.04

.01

Net realized and unrealized gain (loss)

(1.38)

2.19

1.14

.31

Total from investment operations

(1.40)

2.20

1.18

.32

Distributions from net investment income

(.01)

(.09)

(.08)

-

Distributions from net realized gain

(1.91)

(.77)

(.19)

-

Total distributions

(1.91) J

(.86)

(.27)

-

Net asset value, end of period

$ 10.60

$ 13.91

$ 12.57

$ 11.66

Total Return B,C,D

(11.54)%

18.49%

10.31%

2.82%

Ratios to Average Net Assets F,I

Expenses before reductions

1.42% A

1.43%

1.43%

1.33%A

Expenses net of fee waivers, if any

1.42% A

1.43%

1.43%

1.33%A

Expenses net of all reductions

1.40% A

1.42%

1.39%

1.21%A

Net investment income (loss)

(.25)% A

.07%

.31%

.19%A

Supplemental Data

Net assets, end of period (000 omitted)

$ 940

$ 1,063

$ 434

$ 103

Portfolio turnover rate G

363% A

200%

184%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005. I 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. J Total distributions of $1.914 per share is comprised of distributions from net investment income of $.007 and distributions from net realized gain of $1.907 per share.

Financial Highlights - Class B

Six months ended
March 31, 2008

Years ended September 30,

(Unaudited)

2007

2006

2005 H

Selected Per-Share Data

Net asset value, beginning of period

$ 13.83

$ 12.51

$ 11.64

$ 11.34

Income from Investment Operations

Net investment income (loss) E

(.04)

(.05)

(.03)

(.01)

Net realized and unrealized gain (loss)

(1.38)

2.18

1.15

.31

Total from investment operations

(1.42)

2.13

1.12

.30

Distributions from net investment income

-

(.04)

(.06)

-

Distributions from net realized gain

(1.86)

(.77)

(.19)

-

Total distributions

(1.86) J

(.81)

(.25)

-

Net asset value, end of period

$ 10.55

$ 13.83

$ 12.51

$ 11.64

Total ReturnB,C,D

(11.73)%

17.92%

9.74%

2.65%

Ratios to Average Net AssetsF,I

Expenses before reductions

1.90% A

1.91%

1.95%

1.85% A

Expenses net of fee waivers, if any

1.90% A

1.91%

1.95%

1.85% A

Expenses net of all reductions

1.88% A

1.90%

1.91%

1.74% A

Net investment income (loss)

(.73)% A

(.41)%

(.21)%

(.32)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 498

$ 466

$ 284

$ 118

Portfolio turnover rate G

363% A

200%

184%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005. I 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. J Total distributions of $1.863 per share is comprised of distributions from net investment income of $.000 and distributions from net realized gain of $1.863 per share.

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

Semiannual Report

Financial Highlights - Class C

Six months ended March 31, 2008

Years ended September 30,

(Unaudited)

2007

2006

2005 H

Selected Per-Share Data

Net asset value, beginning of period

$ 13.85

$ 12.53

$ 11.64

$ 11.34

Income from Investment Operations

Net investment income (loss) E

(.04)

(.05)

(.01)

(.01)

Net realized and unrealized gain (loss)

(1.37)

2.18

1.15

.31

Total from investment operations

(1.41)

2.13

1.14

.30

Distributions from net investment income

-

(.04)

(.06)

-

Distributions from net realized gain

(1.88)

(.77)

(.19)

-

Total distributions

(1.88) J

(.81)

(.25)

-

Net asset value, end of period

$ 10.56

$ 13.85

$ 12.53

$ 11.64

Total Return B,C,D

(11.68)%

17.87%

9.89%

2.65%

Ratios to Average Net Assets F,I

Expenses before reductions

1.90% A

1.91%

1.86%

1.82% A

Expenses net of fee waivers, if any

1.90% A

1.91%

1.86%

1.82% A

Expenses net of all reductions

1.89% A

1.90%

1.82%

1.71% A

Net investment income (loss)

(.73)% A

(.41)%

(.12)%

(.30)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 467

$ 458

$ 229

$ 103

Portfolio turnover rate G

363% A

200%

184%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. H For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005. I 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. J Total distributions of $1.879 per share is comprised of distributions from net investment income of $.000 and distributions from net realized gain of $1.879 per share.

Financial Highlights - Institutional Class

Six months ended March 31, 2008

Years ended September 30,

(Unaudited)

2007

2006

2005 G

Selected Per-Share Data

Net asset value, beginning of period

$ 14.33

$ 12.90

$ 11.91

$ 11.57

Income from Investment Operations

Net investment income (loss) D

.03

.11

.12

.02

Net realized and unrealized gain (loss)

(1.42)

2.23

1.17

.32

Total from investment operations

(1.39)

2.34

1.29

.34

Distributions from net investment income

(.09)

(.14)

(.11)

-

Distributions from net realized gain

(1.91)

(.77)

(.19)

-

Total distributions

(2.00) I

(.91)

(.30)

-

Net asset value, end of period

$ 10.94

$ 14.33

$ 12.90

$ 11.91

Total Return B,C

(11.20)%

19.20%

11.04%

2.94%

Ratios to Average Net Assets E,H

Expenses before reductions

.74% A

.74%

.78%

.83% A

Expenses net of fee waivers, if any

.74% A

.74%

.78%

.83% A

Expenses net of all reductions

.72% A

.69%

.74%

.71% A

Net investment income (loss)

.43% A

.80%

.96%

.67% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 1,927

$ 2,422

$ 114

$ 103

Portfolio turnover rate F

363% A

200%

184%

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 Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. F Amount does not include the portfolio activity of any underlying Fidelity Central Funds. G For the period July 12, 2005 (commencement of sale of shares) to September 30, 2005. 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. 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. I Total distributions of $2.00 per share is comprised of distributions from net investment income of $.093 and distributions from net realized gain of $1.907 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended March 31, 2008 (Unaudited)

1. Organization.

Fidelity Advisor Capital Development Fund (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 (formerly Class N), 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.

On September 29, 2006, the President signed into law the Military Personnel Financial Services Protection Act (the "Act") which prohibits the issuance or sale of new periodic payment plans, such as the Destiny Plans. Effective October 27, 2006, shares of Class A and Class O will no longer be offered to the general public through Fidelity Systematic Investment Plans. The Act does not alter the rights or obligations, including rights of redemption, of existing Destiny Planholders. Planholders can continue to contribute to existing Destiny Plans II: O and Destiny Plans II: N.

2. Investments in Fidelity Central Funds.

The Fund may invest in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

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

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the SEC's web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC's web site or upon request.

3. Significant Accounting Policies.

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. Actual results could differ from those estimates. 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, including the Fidelity Central 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 cannot 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.

Semiannual Report

3. Significant Accounting Policies - continued

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. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV for processing shareholder transactions includes trades executed through the end of the prior business day. 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 distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are 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. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

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 invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. The Fund is subject to the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Fund's federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service. 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 short-term capital gains, futures transactions, foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC), market discount, deferred trustees compensation 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

$ 218,846,637

Unrealized depreciation

(386,858,873)

Net unrealized appreciation (depreciation)

$ (168,012,236)

Cost for federal income tax purposes

$ 5,181,154,063

New Accounting Pronouncement. In September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and results in expanded disclosures about fair value measurements.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. 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.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $9,925,630,301 and $10,106,640,508, respectively.

6. 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 .26% 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 .56% of the Fund's average net assets.

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%

$ 576,913

$ 4,483

Class T

.25%

.25%

2,600

198

Class B

.75%

.25%

2,484

2,022

Class C

.75%

.25%

2,512

1,619

$ 584,509

$ 8,322

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 and .25% for certain purchases of Class T shares.

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

Retained
by FDC

Class A

$ 2,740

Class T

249

Class B*

72

Class C*

25

$ 3,086

* 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.

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for Class O, Class A, Class T, Class B, Class C and Institutional Class. FIIOC 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. FIIOC does not receive a fee for Class O Destiny Plan accounts. In addition, FIIOC pays for typesetting, printing, and mailing of shareholder reports, except proxy statements. Prior to January 1, 2008, Fidelity Service Company, Inc. (FSC), also an affiliate of FMR was the transfer agent for Class O. For the period, the total transfer agent fees paid by each class were as follows:

Amount

% of
Average
Net Assets*

Class O

$ 79,582

.01

Class A

325,171

.14

Class T

1,720

.33

Class B

756

.30

Class C

779

.31

Institutional Class

1,679

.15

$ 409,687

* 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.

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 $113,540 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. Any open loans, including accrued interest, at period end are presented under the caption "Notes Payable to Affiliates" in the Fund's Statement of Assets and Liabilities. 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

$ 12,753,085

3.76%

$ 62,604

7. 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, which amounted to $7,065 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. 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 Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $928,863.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

9. Expense Reductions.

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 $428,957 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 $4,793. During the period, credits reduced each class' transfer agent expense as noted in the table below.

Transfer Agent
expense reduction

Class O

$ 725

10. 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.

In December 2006, the Independent Trustees, with the assistance of independent counsel, completed an investigation regarding gifts, gratuities and business entertainment provided by certain brokers to certain individuals who were employed on FMR's domestic equity trading desk during the period 2002 to 2004. The Independent Trustees and FMR agreed that, despite the absence of proof that the Fidelity mutual funds experienced diminished execution quality as a result of the improper receipt of gifts and business entertainment, the conduct at issue was serious and was worthy of redress. Accordingly, the Independent Trustees requested, and FMR agreed to make, a payment of $42 million plus accrued interest, which equaled approximately $7.3 million, to certain Fidelity mutual funds.

In March 2008, the Trustees approved a method for allocating this payment among the funds and, in total, FMR paid the fund $ 2,527,975, which is recorded in the accompanying Statement of Operations.

In a related administrative order dated March 5, 2008, the U.S. Securities and Exchange Commission ("SEC") announced a settlement with FMR and FMR Co., Inc. (an affiliate of FMR) involving the SEC's regulatory rules for investment advisers and the improper receipt of gifts, gratuities and business entertainment. Without admitting or denying the SEC's findings, FMR agreed to pay an $8 million civil penalty to the United States Treasury.

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
March 31,
2008

Year ended
September 30,
2007

From net investment income

Class O

$ 40,933,327

$ 53,852,598

Class A

2,106,366

2,750,820

Class T

527

4,757

Class B

-

1,145

Class C

-

803

Institutional Class

15,463

23,441

Total

$ 43,055,683

$ 56,633,564

From net realized gain

Class O

$ 696,957,922

$ 296,173,474

Class A

64,779,107

23,268,152

Class T

143,694

41,151

Class B

67,933

23,203

Class C

64,542

17,168

Institutional Class

317,073

128,925

Total

$ 762,330,271

$ 319,652,073

Semiannual Report

12. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended March 31,
2008

Year ended
September 30,
2007

Six months ended March 31,
2008

Year ended
September 30,
2007

Class O

Shares sold

7,885,737

17,079,006

$ 100,827,048

$ 224,837,373

Reinvestment of distributions

58,139,164

27,086,415

713,948,924

337,496,714

Shares redeemed

(26,557,621)

(61,650,556)

(336,727,410)

(817,739,781)

Net increase (decrease)

39,467,280

(17,485,135)

$ 478,048,562

$ (255,405,694)

Class A

Shares sold

2,642,165

5,644,265

$ 33,028,749

$ 72,699,279

Reinvestment of distributions

5,544,956

2,112,917

66,539,441

25,819,847

Shares redeemed

(1,830,462)

(3,618,757)

(22,500,754)

(46,924,186)

Net increase (decrease)

6,356,659

4,138,425

$ 77,067,436

$ 51,594,940

Class T

Shares sold

15,651

82,917

$ 180,305

$ 1,072,648

Reinvestment of distributions

12,119

3,782

144,221

45,908

Shares redeemed

(15,571)

(44,783)

(179,374)

(586,542)

Net increase (decrease)

12,199

41,916

$ 145,152

$ 532,014

Class B

Shares sold

12,747

16,452

$ 149,048

$ 211,111

Reinvestment of distributions

5,649

1,910

66,997

23,154

Shares redeemed

(4,817)

(7,422)

(53,023)

(95,416)

Net increase (decrease)

13,579

10,940

$ 163,022

$ 138,849

Class C

Shares sold

13,253

19,743

$ 160,423

$ 257,311

Reinvestment of distributions

5,132

1,465

60,914

17,782

Shares redeemed

(7,286)

(6,398)

(79,822)

(82,083)

Net increase (decrease)

11,099

14,810

$ 141,515

$ 193,010

Institutional Class

Shares sold

2,507

189,754

$ 31,944

$ 2,473,211

Reinvestment of distributions

27,031

12,238

331,400

152,366

Shares redeemed

(22,407)

(41,867)

(268,653)

(548,085)

Net increase (decrease)

7,131

160,125

$ 94,691

$ 2,077,492

Semiannual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on April 16, 2008. The results of votes taken among shareholders on the 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 elect a Board of Trustees.A

# of
Votes

% of
Votes

James C. Curvey

Affirmative

7,301,245,402.99

95.180

Withheld

369,727,258.69

4.820

TOTAL

7,670,972,661.68

100.000

Dennis J. Dirks

Affirmative

7,315,162,274.23

95.362

Withheld

355,810,387.45

4.638

TOTAL

7,670,972,661.68

100.000

Edward C. Johnson 3d

Affirmative

7,279,566,042.90

94.898

Withheld

391,406,618.78

5.102

TOTAL

7,670,972,661.68

100.000

Alan J. Lacy

Affirmative

7,308,976,735.47

95.281

Withheld

361,995,926.21

4.719

TOTAL

7,670,972,661.68

100.000

Ned C. Lautenbach

Affirmative

7,311,645,783.73

95.316

Withheld

359,326,877.95

4.684

TOTAL

7,670,972,661.68

100.000

Joseph Mauriello

Affirmative

7,299,247,385.40

95.154

Withheld

371,725,276.28

4.846

TOTAL

7,670,972,661.68

100.000

Cornelia M. Small

Affirmative

7,304,074,583.68

95.217

Withheld

366,898,078.00

4.783

TOTAL

7,670,972,661.68

100.000

William S. Stavropoulos

Affirmative

7,288,328,101.58

95.012

Withheld

382,644,560.10

4.988

TOTAL

7,670,972,661.68

100.000

David M. Thomas

Affirmative

7,310,154,938.14

95.296

Withheld

360,817,723.54

4.704

TOTAL

7,670,972,661.68

100.000

Michael E. Wiley

Affirmative

7,291,195,796.49

95.049

Withheld

379,776,865.19

4.951

TOTAL

7,670,972,661.68

100.000

PROPOSAL 2

To amend the Declaration of Trust of Fidelity Destiny Portfolios to reduce the required quorum for future shareholder meetings.A

# of
Votes

% of
Votes

Affirmative

5,886,523,798.95

76.738

Against

1,431,969,592.63

18.667

Abstain

340,360,558.94

4.437

Broker Non-Votes

12,118,711.16

0.158

TOTAL

7,670,972,661.68

100.000

A Denotes trust-wide proposal and voting results.

Semiannual Report

Semiannual Report

Semiannual Report

Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-advisers

FMR Co., Inc.
Fidelity Management & Research (U.K.) Inc.
Fidelity Research & Analysis Company
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 Agents

Fidelity Investments Institutional Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

State Street Bank and Trust Company
Boston, MA

ADESII-I-USAN-0508
1.814764.102

(Fidelity Investment logo)(registered trademark)

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. Investments

(a) Not applicable.

(b) 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' 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'(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/Kimberley Monasterio

Kimberley Monasterio

President and Treasurer

Date:

May 28, 2008

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/Kimberley Monasterio

Kimberley Monasterio

President and Treasurer

Date:

May 28, 2008

By:

/s/Joseph B. Hollis

Joseph B. Hollis

Chief Financial Officer

Date:

May 28, 2008