N-30D 1 sann.htm

Fidelity®
DestinySM
Portfolios:

Destiny I - Class N
Destiny II - Class N

Semiannual Report
March 31, 2001

Contents

Semiannual Report

Performance

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How the funds have done over time.

Fund Talk

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

Investment Changes

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

Destiny I

Investments

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

Financial Statements

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

Destiny II

Investments

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

Financial Statements

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

Notes

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Notes to the financial statements.

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

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

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

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

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

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

Neither the funds nor Fidelity Distributors Corporation is a bank.

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

Semiannual Report

Fidelity Destiny Portfolios: Destiny I: Class N

Performance: The Bottom Line

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in DestinySM I: Class N on March 31, 1991. As the chart shows, by March 31, 2001, the value of the investment would have been $30,760 - a 207.60% increase on the initial investment. For comparison, look at how the S&P 500 ® did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $38,478 - a 284.78% increase.

Cumulative Total Returns

Periods ended
March 31, 2001

Past 6 months

Past 1
year

Past 5
years

Past 10
years

DestinySM I: CL N

-24.74%

-29.50%

33.01%

207.60%

S&P 500 ®

-18.75%

-21.68%

94.06%

284.78%

LA Growth
Funds Average

-24.95%

-26.22%

75.02%

241.61%

Average Annual Total Returns

Periods ended
March 31, 2001

Past 1
year

Past 5
years

Past 10
years

Destiny I: CL N

-29.50%

5.87%

11.89%

$50/month 15-Year Plan

-64.75%

3.66%

11.32%

S&P 500

-21.68%

14.18%

14.42%

LA Growth Funds Average

-26.22%

11.35%

12.65%

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

The charts above show Destiny I: Class N total returns, which include changes in share price and reinvestment of dividends and capital gains. The fund's cumulative total returns and average annual total returns do not include the effects of the separate sales charges assessed through Destiny Plans I: N (the Plans); the figures provided for a "$50/month 15-year plan" illustrate the fund's performance adjusted to reflect fees and sales charges assessed by the Plans. The illustrations assume an initial investment at the beginning of each period shown. Because the illustrations assume yearly lump sum investments, they do not reflect what investors would have earned had they made regular monthly investments over the period. As shares of the funds may be acquired only through the Plans, investors should consult the Plans' prospectus for more complete information on the impact of the separate charges and fees applicable to each Plan. The rate (%) of deductions decreases as Plan sizes increase. Figures for the S&P 500, a market capitalization-weighted index of common stocks, include reinvestment of dividends. To measure how the funds' performance stacked up against its peers, you can compare it to the growth funds average, which reflects the performance of mutual funds with similar objectives tracked by Lipper Inc. The past six month average represents a peer group of 1,756 mutual funds. These benchmarks include reinvested dividends and capital gains, if any, and exclude the effect of sales charges. Lipper has created new comparison categories that group funds according to portfolio characteristics and capitalization, as well as by capitalization only. These averages are listed below. (dagger)

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

(dagger)The Lipper large cap core funds average reflects the performance (excluding sales charges) of mutual funds with similar portfolio characteristics and capitalization. The Lipper large cap supergroup average reflects the performance (excluding sales charges) of mutual funds with similar capitalization. As of March 31, 2001, the six months, one year, five year, and 10 year cumulative total returns for the large cap core funds average were, -19.54%, -22.12%, 74.89%, and 223.57%, respectively; and the one year, five year, and 10 year average annual total returns were -22.12%, 11.64%, and 12.24%, respectively. The six months, one year, five year and 10 year cumulative total returns for the large cap supergroup average were, -24.06%, -26.10%, 74.37%, and 230.35%, respectively; and the one year, five year and 10 year average annual total returns were -26.10%, 11.49%, and 12.46%, respectively.

Semiannual Report

Fidelity Destiny Portfolios: Destiny II: Class N

Performance: The Bottom Line

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Destiny II: Class N on March 31, 1991. As the chart shows, by March 31, 2001, the value of the investment would have been $41,195 - a 311.95% increase on the initial investment. For comparison, look at how the S&P 500 did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $38,478 - a 284.78% increase.

Cumulative Total Returns

Periods ended
March 31, 2001

Past 6 months

Past 1
year

Past 5
years

Past 10
years

Destiny II: CL N

-22.86%

-26.32%

78.98%

311.95%

S&P 500

-18.75%

-21.68%

94.06%

284.78%

LA Growth
Funds Average

-24.95%

-26.22%

75.02%

241.61%

Average Annual Total Returns

Periods ended
March 31, 2001

Past 1
year

Past 5
years

Past 10
years

Destiny II: CL N

-26.32%

12.35%

15.21%

$50/month 15-Year Plan

-63.16%

10.00%

14.62%

S&P 500

-21.68%

14.18%

14.42%

LA Growth Funds Average

-26.22%

11.35%

12.65%

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

The charts above show Destiny II: Class N total returns, which include changes in share price and reinvestment of dividends and capital gains. The fund's cumulative total returns and average annual total returns do not include the effects of the separate sales charges assessed through Destiny Plans II: N (the Plans); the figures provided for a "$50/month 15-year plan" illustrate the fund's performance adjusted to reflect fees and sales charges assessed by the Plans. The illustrations assume an initial investment at the beginning of each period shown. Because the illustrations assume yearly lump sum investments, they do not reflect what investors would have earned had they made regular monthly investments over the period. As shares of the funds may be acquired only through the Plans, investors should consult the Plans' prospectus for more complete information on the impact of the separate charges and fees applicable to each Plan. The rate (%) of deductions decreases as Plan sizes increase. Figures for the S&P 500, a market capitalization-weighted index of common stocks, include reinvestment of dividends. To measure how the funds' performance stacked up against its peers, you can compare it to the growth funds average, which reflects the performance of mutual funds with similar objectives tracked by Lipper Inc. The past six month average represents a peer group of 1,756 mutual funds. These benchmarks include reinvested dividends and capital gains, if any, and exclude the effect of sales charges. Lipper has created new comparison categories that group funds according to portfolio characteristics and capitalization, as well as by capitalization only. These averages are listed below. (dagger)

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

(dagger)The Lipper large cap core funds average reflects the performance (excluding sales charges) of mutual funds with similar portfolio characteristics and capitalization. The Lipper large cap supergroup average reflects the performance (excluding sales charges) of mutual funds with similar capitalization. As of March 31, 2001, the six months, one year, five year, and 10 year cumulative total returns for the large cap core funds average were, -19.54%, -22.12%, 74.89%, and 223.57%, respectively; and the one year, five year, and 10 year average annual total returns were -22.12%, 11.64%, and 12.24%, respectively. The six months, one year, five year and 10 year cumulative total returns for the large cap supergroup average were, -24.06%, -26.10%, 74.37%, and 230.35%, respectively; and the one year, five year and 10 year average annual total returns were -26.10%, 11.49%, and 12.46%, respectively.

Semiannual Report

Fidelity Destiny Portfolios: Destiny I

Fund Talk: The Manager's Overview

Market Recap

A slowing economy, weak corporate earnings results and reduced growth outlooks in many industries characterized an unpleasant stock market experience for many investors during the six-month period ending March 31, 2001. Signs of overcapacity in several areas of technology - such as semiconductors, networking and optical equipment - contributed to the sector's decline. Additionally, a slowdown in corporate information technology spending had a negative effect that rippled across many areas in the sector, reducing earnings and sharply downgrading growth forecasts. The impact of the economic deceleration spread to other sectors as the period progressed, including telecommunication services, retail, automotive, industrials and financials, and gave way to a flurry of corporate measures to reduce costs, such as layoffs. The U.S. stock market responded negatively to this weak economic environment. Specifically, the tech-
heavy NASDAQ Composite® Index fell 49.84% and the Standard & Poor's 500 SM Index, a benchmark of 500 larger companies, declined 18.75% during the period. Meanwhile, the Russell 2000® Index, a benchmark of smaller companies, returned -12.96% and the blue-chips' benchmark, the Dow Jones Industrial Average SM, returned -6.51%. Throughout the period, investors in value stocks, or those that are attractively valued for various reasons such as an abnormally low price-to-earnings ratio, weathered the market's downturn far better than growth stocks, or those with growth rates that tend to outperform the broader market. For example, the Russell 3000® Value Index fell 1.73%, while the Russell 3000® Growth Index dropped 37.41%. To ignite the economy, the Federal Reserve Board made an uncharacteristic move on January 3, 2001, by cutting key interest rates one-half percentage point, or 50 basis points, in between regularly scheduled policy meetings. It marked the first time the Fed resorted to such an unusual action since October 1998, during the height of the global financial crisis. Citing substantial erosion in business and consumer confidence, the Fed reduced rates by the same amount at its regularly scheduled meeting later in the month, and by another 50 basis points again at its March policy meeting. The Fed's aggressive action brought the federal funds rate - the rate banks charge each other for overnight loans - down to 5.0%, and the discount rate - the rate the Fed charges for direct loans to financially troubled member banks - to 4.50%. However, the rate cuts had little positive effect on the economy by the end of the period, and little positive effect on the equity market, which continued to pour out weaker-than-expected corporate earnings results.

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

Q. How did the fund perform, Karen?

A. It was a challenging period for the fund and the market as a whole. For the six months that ended March 31, 2001, the fund's Class N shares returned -24.74%, slightly outpacing the growth funds average tracked by Lipper Inc., which returned -24.95%. The Standard & Poor's 500 Index declined 18.75% during this same time frame. For the 12 months that ended March 31, 2001, the fund's Class N shares returned -29.50%, while the Lipper average and S&P 500 index posted returns of -26.22% and -21.68%, respectively.

Q. Why did the fund edge its peer group but lag its benchmark during the six-month period?

A. Risk and return had an inverse relationship during the period as investors, facing the specter of a protracted global economic downturn, put a premium on safety. Although my bias toward growth remained intact, I became increasingly more cautious in terms of how I went about finding it. Unlike some of our competitors, I assumed a more diversified approach, scaling back appreciably on the fund's technology exposure during the period. My focus was on achieving a more neutral tech weighting relative to the S&P 500 later in the period when market prospects looked the bleakest. This positioning helped us gain an edge over our Lipper peers, which remained more aggressive on average, choosing to let their tech exposure ride as the market corrected sharply. However, the performance numbers weren't as kind to us relative to the index. Technology issues were the hardest hit during the indiscriminate market sell-off, falling by nearly 50% during the six-month period. So, even though we managed to reel in our tech exposure during this time frame, we still ended up with about a 3% overweighting on average compared to the S&P, which took the biggest toll on relative performance. Simply put, I overstayed my welcome with some of the fastest-growing names, such as VeriSign, Sun, Juniper and Cisco, each of which plunged more than 70% during the past six months. I should have been more observant of what I suspected would be a spreading weakness in global economies and its potential impact on the sector. The fund no longer held VeriSign or Juniper at the close of the period.

Q. What else weighed on performance?

A. Holdings within biotechnology hurt performance. We held a handful of small positions in some fairly aggressive biotechnology names in which I remain confident, such as Protein Design Labs and ImClone, and these stocks were hit as the NASDAQ declined. The fund's underexposure to retailers relative to the index also hampered returns. The group had moved higher early in 2001 following a pair of interest-rate cuts levied by the Federal Reserve Board, anticipating a strong consumer recovery that never transpired. As selective names retraced their gains, we added them to the fund. Underweighting banks also proved unsuccessful during the period. Concerns about a slowing economy and declining credit quality were strong enough to keep me underexposed to banks for much of the period, which hurt as they rallied in response to declining interest rates. However, we made up for our deficiency in banks with some strong picks elsewhere in the sector among higher-growth, non-credit financial firms, such as insurer MetLife and home loan financer Fannie Mae.

Semiannual Report

Fidelity Destiny Portfolios: Destiny ____

Fund Talk: The Manager's Overview - continued

Q. Where were the bright spots?

A. I increased the fund's exposure to neglected segments of the market that housed companies with real earnings power, many of which were trading at exceptionally low valuations. Consumer product stocks, such as Philip Morris, performed quite well, as did various defense and economically sensitive cyclical holdings. Furthermore, we managed to offset some of our biotech losses by focusing on hot spots elsewhere in the health sector, most notably some of the drug stocks and the hospital sector. Solid fundamentals drove the drug makers, namely Merck and Bristol-Myers Squibb, while both excellent earnings outlooks and an improved regulatory environment for companies in the hospital management sector helped our holdings in Tenet and HCA Healthcare.

Q. What's your outlook?

A. I don't think the market has any particular direction right now. That said, there are still inexpensive stocks out there from which one can earn a reasonable return. It's become much more of a stock picker's market given the uncertainty surrounding sector leadership today. Since I'm not willing to bet one way or the other against technology - considering how fast share prices move in each direction - I intend to maintain more of a neutral weighting and to add performance through individual security selection both inside and outside of the sector.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 1.

Fund Facts

Goal: seeks capital growth

Start date: July 10, 1970

Size: as of March 31, 2001, more than $4.3 billion

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

3

Karen Firestone on growth investing amid bear-market turbulence:

"For a growth manager, I am relatively cautious at the moment. The market continues to be very unforgiving. Unless companies produce expected earnings, shortfalls generally result in sharp declines in stock price.

"Currently, I have significant positions in some defensive industries - most notably consumer nondurables, non-credit-sensitive financials and health care, where earnings visibility historically has been fairly clear - anticipating that the market will endorse solid near-term fundamentals. However, I believe there is inherent value in some technology names where low valuations assume the worst. It is my belief that, as a growth fund manager, I need to have at least some exposure to the more volatile areas of the market, investing in good companies at bargain prices, stepping up to the plate and swinging even if it's easier to pass on the pitch.

"No one can predict when these stocks are going to snap back. But it would be a cardinal sin for me to underperform my benchmark because I'm too defensive. Investors put money into my fund because I represent growth investing. My challenge is to find that balance between ample downside protection - by being positioned fairly conservatively when the NASDAQ falters - and adequate upside potential from exposure to the juicier names when the market runs back up again. I don't want to be too early with tech names whose fundamentals continue to deteriorate, nor do I want to be too aggressive there until I feel I can justify stock prices given the worst-case scenario on fundamentals. I never want to pay too much for stocks, but I'm more apt to pay a little more if I feel that the growth is coming with it."

Semiannual Report

Fidelity Destiny Portfolios: Destiny II

Fund Talk: The Manager's Overview

Market Recap

A slowing economy, weak corporate earnings results and reduced growth outlooks in many industries characterized an unpleasant stock market experience for many investors during the six-month period ending March 31, 2001. Signs of overcapacity in several areas of technology - such as semiconductors, networking and optical equipment - contributed to the sector's decline. Additionally, a slowdown in corporate information technology spending had a negative effect that rippled across many areas in the sector, reducing earnings and sharply downgrading growth forecasts. The impact of the economic deceleration spread to other sectors as the period progressed, including telecommunication services, retail, automotive, industrials and financials, and gave way to a flurry of corporate measures to reduce costs, such as layoffs. The U.S. stock market responded negatively to this weak economic environment. Specifically, the tech-
heavy NASDAQ Composite® Index fell 49.84% and the Standard & Poor's 500SM Index, a benchmark of 500 larger companies, declined 18.75% during the period. Meanwhile, the Russell 2000® Index, a benchmark of smaller companies, returned -12.96% and the blue-chips' benchmark, the Dow Jones Industrial Average SM, returned -6.51%. Throughout the period, investors in value stocks, or those that are attractively valued for various reasons such as an abnormally low price-to-earnings ratio, weathered the market's downturn far better than growth stocks, or those with growth rates that tend to outperform the broader market. For example, the Russell 3000® Value Index fell 1.73%, while the Russell 3000® Growth Index dropped 37.41%. To ignite the economy, the Federal Reserve Board made an uncharacteristic move on January 3, 2001, by cutting key interest rates one-half percentage point, or 50 basis points, in between regularly scheduled policy meetings. It marked the first time the Fed resorted to such an unusual action since October 1998, during the height of the global financial crisis. Citing substantial erosion in business and consumer confidence, the Fed reduced rates by the same amount at its regularly scheduled meeting later in the month, and by another 50 basis points again at its March policy meeting. The Fed's aggressive action brought the federal funds rate - the rate banks charge each other for overnight loans - down to 5.0%, and the discount rate - the rate the Fed charges for direct loans to financially troubled member banks - to 4.50%. However, the rate cuts had little positive effect on the economy by the end of the period, and little positive effect on the equity market, which continued to pour out weaker-than-expected corporate earnings results.

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

Q. How did the fund perform, Adam?

A. The fund underperformed its benchmark index, but performed better than its peers in a weak market environment. For the six-month period ending March 31, 2001, the fund's Class N shares returned -22.86%, while the Standard & Poor's 500 Index and the Lipper growth funds average returned -18.75% and -24.95%, respectively. For the 12-month period ending March 31, 2001, the fund's Class N shares returned -26.32%, trailing the S&P 500 index, which returned -21.68%, and also the growth funds average of -26.22%.

Q. Why did the fund trail its benchmark, but outperform its peers during the past six months?

A. Going into the period, I had expected a recovery in the already depressed information technology sector that never materialized. The fund was positioned aggressively to benefit from a year-end rally in the sector, emphasizing storage and network infrastructure companies. However, the economy rapidly decelerated and fundamentals in technology stocks deteriorated much faster than I had anticipated. As a result, the fund's overexposure to the sector relative to the benchmark hurt relative performance. On the positive side, the fund's losses were cushioned by overweighting strong-performing materials stocks and remaining underweighted in the weak telecommunication services sector. Compared to the Lipper average, stock picking was slightly better.

Q. What new strategies did you implement given the rough equity market?

A. The economy clearly decelerated faster than expected. As such, I repositioned the fund more defensively. Specifically, I added a number of aluminum and steel companies - such as Alcoa, Alcan and Nucor - in the materials sector. In my opinion, these stocks were trading at extremely low valuations. Although they don't typically act as early cyclical stocks - or those that are among the first to rebound in an eventual market recovery - I'm willing to be patient with them because their upside potential could be considerable. At the same time, I reduced our technology weighting, bringing it more in line with the index.

Q. What specific stocks worked well for the fund?

A. Philip Morris' strong balance sheet proved beneficial in a market that scrutinized earnings. In addition to its strong cash flows and earnings growth, the company benefited from the election of George W. Bush, as investors expected a less onerous litigation environment for the tobacco industry. Finally, investors liked Philip Morris' plans to spin off its food business, believing that such a move would make the value of the remaining business lines more recognizable. Elsewhere, government-sponsored enterprises (GSEs) Fannie Mae and Freddie Mac benefited from their strong earnings growth relative to other areas of the market. These stocks also got a boost when a legislative initiative to eliminate the competitive advantages the two companies enjoy as GSEs stalled in Congress.

Semiannual Report

Fidelity Destiny Portfolios: Destiny ____

Fund Talk: The Manager's Overview - continued

Q. What stocks detracted from performance?

A. The worst performers were predominately technology stocks. The decelerating economy caused a rapid reduction in the earnings growth rates of technology companies across the board. Blue-chip stocks such as Cisco Systems, Sun Microsystems and EMC were among the fund's top detractors. Additionally, a reduction in corporate information technology spending hurt shares of Ariba, i2 Technologies, Juniper Networks and Veritas Software. I sold off our positions in both Ariba and Juniper during the period. Exposure to the biotechnology sector also hurt performance, as the market reacted unfavorably to stocks with high growth potential but less-attractive short-term profitability. In particular, Immunex was hurt by its inability to meet demand for its lead rheumatoid drug, Enbrel.

Q. What's your outlook, Adam?

A. I'm concerned right now about a number of factors affecting the market. The U.S. economy has slowed considerably. Both the number of personal bankruptcies and the unemployment rate are rising and I expect both to continue to do so for some time. At the same time, the average consumer has continued to spend, and we've seen personal credit-card debt rise to peak levels. More households own equities than ever before. Margin debt as a percentage of total personal assets is at record levels. Additionally, much of the European economy is tied to that of the U.S., so there's the potential that Europe could fall into recession. Therefore, I think the fund's current defensive positioning reflects my overall concern for the economy and the equity market. On a positive note, however, I think this more difficult market environment will benefit those investment complexes - such as Fidelity - that rely on in-depth research to select stocks. As always, I will continue to blend a strong emphasis on growth stocks with selected positions in undervalued shares.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 1.

Fund Facts

Goal: seeks capital growth

Start date: December 30, 1985

Size: as of March 31, 2001, more than $4.8 billion

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

3

Adam Hetnarski on searching for undervalued stocks:

"Although the main emphasis of the fund is on solid, long-term growth stocks, I use a certain percentage of the fund's assets to invest in undervalued situations. No matter what the market environment, there are certain sectors or groups within sectors that are ignored by most investors and therefore represent genuine value. For example, in 1999 virtually no one wanted to own HMOs and other health services companies. Then Congress moved to improve Medicare reimbursements and suddenly the outlook for health services companies was a lot brighter.

"The tobacco industry provides another example. As smoking-related litigation gathered momentum at the state and federal levels, investors deserted tobacco stocks in droves. However, it became apparent that tobacco companies were not going to fold up their tents and go out of business. The situation eventually passed what might be called the ´peak point of worry,' and tobacco stocks rebounded. There is no easy recipe for finding these turnaround stories, but Fidelity's in-depth research capabilities provide a decided advantage in getting positioned ahead of the crowd."

Semiannual Report

Investment Changes

Top Ten Equity Holdings - Destiny I

as of March 31, 2001

as of September 30, 2000

Microsoft Corp.

General Electric Co.

General Electric Co.

Cisco Systems, Inc.

Exxon Mobil Corp.

Intel Corp.

Merck & Co., Inc.

Pfizer, Inc.

Fannie Mae

Microsoft Corp.

Pfizer, Inc.

Fannie Mae

Philip Morris Companies, Inc.

EMC Corp.

AOL Time Warner, Inc.

Merck & Co., Inc.

American International Group, Inc.

Wal-Mart Stores, Inc.

Bristol-Myers Squibb Co.

Sun Microsystems, Inc.

Top Ten Equity Holdings - Destiny II

as of March 31, 2001

as of September 30, 2000

General Electric Co.

General Electric Co.

Microsoft Corp.

Cisco Systems, Inc.

Bristol-Myers Squibb Co.

Fannie Mae

American International Group, Inc.

Microsoft Corp.

Fannie Mae

EMC Corp.

Philip Morris Companies, Inc.

Exxon Mobil Corp.

Exxon Mobil Corp.

Bristol-Myers Squibb Co.

Freddie Mac

Freddie Mac

Dell Computer Corp.

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

Cardinal Health, Inc.

Dell Computer Corp.

Top Five Market Sectors - Destiny I

as of March 31, 2001

% of fund's net assets

as of September 30, 2000

% of fund's net assets

Information Technology

18.5%

Information Technology

32.1%

Health Care

18.2%

Health Care

16.7%

Financials

15.8%

Consumer Discretionary

16.1%

Consumer Discretionary

12.2%

Financials

10.8%

Consumer Staples

10.0%

Industrials

9.6%

Top Five Market Sectors - Destiny II

as of March 31, 2001

% of fund's net assets

as of September 30, 2000

% of fund's net assets

Information Technology

20.3%

Information Technology

34.4%

Financials

18.8%

Financials

14.2%

Health Care

15.9%

Health Care

12.3%

Materials

10.7%

Consumer Discretionary

10.1%

Industrials

7.6%

Industrials

7.7%

Effective with this report, industry classifications follow the MSCI/S&P Global Industry Classification Standard. This replaces the U.S. Standard Industrial Classification system that is being phased out. Prior period industry percentages reflect the new standard.

Semiannual Report

Fidelity Destiny Portfolios: Destiny I

Investments March 31, 2001 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 96.5%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 12.2%

Automobiles - 0.8%

Ford Motor Co.

929,200

$ 26,129,104

General Motors Corp.

192,600

9,986,310

36,115,414

Hotels Restaurants & Leisure - 0.7%

McDonald's Corp.

1,091,700

28,984,635

Wendy's International, Inc.

30,800

687,456

29,672,091

Household Durables - 1.1%

Kudelski SA (a)

8,850

6,602,050

Sony Corp. sponsored ADR

344,700

24,904,575

Tupperware Corp.

648,250

15,467,245

46,973,870

Media - 6.6%

AOL Time Warner, Inc. (a)

2,489,600

99,957,440

Charter Communications, Inc. Class A (a)

775,100

17,536,638

Comcast Corp. Class A (special) (a)

778,900

32,665,119

EchoStar Communications Corp. Class A (a)

457,090

12,655,679

Grupo Televisa SA de CV sponsored GDR (a)

359,100

11,997,531

Pegasus Communications Corp. (a)

422,050

9,707,150

RTL Group

224,065

12,587,792

TMP Worldwide, Inc. (a)

220,400

8,278,775

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

590,165

25,949,555

Vivendi Universal SA sponsored ADR

255,980

15,525,187

Walt Disney Co.

1,349,890

38,606,854

285,467,720

Multiline Retail - 1.8%

BJ's Wholesale Club, Inc. (a)

285,900

13,680,315

Wal-Mart Stores, Inc.

1,238,600

62,549,300

76,229,615

Specialty Retail - 0.5%

Best Buy Co., Inc. (a)

247,450

8,898,302

Gap, Inc.

582,400

13,814,528

22,712,830

Textiles & Apparel - 0.7%

The Swatch Group AG (Reg.)

69,700

15,050,365

Timberland Co. Class A (a)

173,180

8,797,544

Tommy Hilfiger Corp. (a)

653,800

8,401,330

32,249,239

TOTAL CONSUMER DISCRETIONARY

529,420,779

CONSUMER STAPLES - 10.0%

Beverages - 3.8%

Anheuser-Busch Companies, Inc.

847,700

38,934,861

Heineken NV

533,326

27,761,506

Shares

Value (Note 1)

PepsiCo, Inc.

713,500

$ 31,358,325

The Coca-Cola Co.

1,420,600

64,154,296

162,208,988

Food & Drug Retailing - 0.8%

CVS Corp.

236,000

13,803,640

Walgreen Co.

299,930

12,237,144

Whole Foods Market, Inc. (a)

255,000

10,741,875

36,782,659

Household Products - 1.2%

Procter & Gamble Co.

817,800

51,194,280

Personal Products - 1.8%

Alberto-Culver Co. Class B

553,410

21,948,241

Estee Lauder Companies, Inc. Class A

241,800

8,806,356

Gillette Co.

1,508,900

47,032,413

77,787,010

Tobacco - 2.4%

Philip Morris Companies, Inc.

2,154,970

102,253,327

TOTAL CONSUMER STAPLES

430,226,264

ENERGY - 8.8%

Energy Equipment & Services - 2.3%

Baker Hughes, Inc.

246,800

8,961,308

Global Marine, Inc. (a)

679,400

17,392,640

Halliburton Co.

744,100

27,345,675

Schlumberger Ltd. (NY Shares)

793,600

45,719,296

99,418,919

Oil & Gas - 6.5%

Amerada Hess Corp.

239,100

18,678,492

Chevron Corp.

479,600

42,108,880

Conoco, Inc. Class B

1,121,500

31,682,375

Devon Energy Corp.

298,700

17,384,340

Exxon Mobil Corp.

1,681,700

136,217,700

Phillips Petroleum Co.

675,870

37,206,644

283,278,431

TOTAL ENERGY

382,697,350

FINANCIALS - 15.8%

Banks - 4.1%

Astoria Financial Corp.

201,300

10,756,969

Bank of America Corp.

708,700

38,801,325

FleetBoston Financial Corp.

856,869

32,346,805

Golden State Bancorp, Inc.

387,700

10,809,076

Mellon Financial Corp.

579,600

23,485,392

Oversea-Chinese Banking Corp. Ltd.

679,000

4,400,055

PNC Financial Services Group, Inc.

99,600

6,747,900

Washington Mutual, Inc.

365,800

20,027,550

Wells Fargo & Co.

613,600

30,354,792

177,729,864

Diversified Financials - 7.5%

American Express Co.

1,136,400

46,933,320

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - continued

Diversified Financials - continued

Charles Schwab Corp.

508,500

$ 7,841,070

Citigroup, Inc.

1,861,866

83,746,733

Credit Saison Co. Ltd.

327,800

6,882,735

Fannie Mae

1,364,200

108,590,320

Freddie Mac

752,500

48,784,575

J.P. Morgan Chase & Co.

341,100

15,315,390

Nikko Securities Co. Ltd.

986,000

6,874,891

324,969,034

Insurance - 3.4%

AFLAC, Inc.

468,200

12,894,228

American International Group, Inc.

1,103,364

88,820,802

MetLife, Inc.

1,051,300

31,591,565

The Chubb Corp.

194,700

14,104,068

147,410,663

Real Estate - 0.8%

Equity Residential Properties Trust (SBI)

661,500

34,417,845

TOTAL FINANCIALS

684,527,406

HEALTH CARE - 18.2%

Biotechnology - 2.8%

Affymetrix, Inc. (a)

13,200

367,125

Alkermes, Inc. (a)

273,500

5,999,906

Amgen, Inc. (a)

281,800

16,960,838

Applera Corp. - Celera Genomics Group (a)

183,200

5,651,720

Cell Therapeutics, Inc. (a)

297,300

5,332,819

COR Therapeutics, Inc. (a)

266,500

5,996,250

CV Therapeutics, Inc. (a)

186,400

6,151,200

Genentech, Inc. (a)

161,200

8,140,600

Geneva Proteomics (c)

262,000

1,441,000

Human Genome Sciences, Inc. (a)

419,900

19,315,400

ImClone Systems, Inc. (a)

194,500

6,454,969

Millennium Pharmaceuticals, Inc. (a)

486,000

14,803,560

Protein Design Labs, Inc. (a)

227,400

10,119,300

QLT, Inc. (a)

218,600

4,424,427

Vertex Pharmaceuticals, Inc. (a)

104,400

3,823,650

XOMA Ltd. (a)

601,100

4,329,798

119,312,562

Health Care Equipment & Supplies - 1.5%

Caliper Technologies Corp. (a)

113,500

1,830,188

Luxottica Group Spa sponsored ADR

662,000

10,042,540

Medtronic, Inc.

791,500

36,203,210

Novoste Corp. (a)

525,700

9,232,606

Stryker Corp.

173,800

9,081,050

66,389,594

Health Care Providers & Services - 3.6%

Andrx Group (a)

228,500

11,196,500

HCA - The Healthcare Co.

1,720,900

69,300,643

Shares

Value (Note 1)

Health Management Associates, Inc.
Class A (a)

769,300

$ 11,962,615

Tenet Healthcare Corp.

1,465,170

64,467,480

156,927,238

Pharmaceuticals - 10.3%

Allergan, Inc.

161,600

11,982,640

ARIAD Pharmaceuticals, Inc. (a)

109,100

600,050

Bristol-Myers Squibb Co.

1,492,060

88,628,364

Cambridge Antibody Technology Group PLC

261,300

7,583,945

Elan Corp. PLC sponsored ADR (a)

479,800

25,069,550

Immunex Corp. (a)

386,532

5,532,239

Johnson & Johnson

244,000

21,342,680

Merck & Co., Inc.

1,717,510

130,359,009

Mylan Laboratories, Inc.

264,200

6,829,570

Pfizer, Inc.

2,633,125

107,826,469

Shire Pharmaceuticals Group PLC
sponsored ADR (a)

293,800

12,853,750

Watson Pharmaceuticals, Inc. (a)

470,200

24,732,520

443,340,786

TOTAL HEALTH CARE

785,970,180

INDUSTRIALS - 8.5%

Aerospace & Defense - 0.9%

Boeing Co.

481,300

26,813,223

Raytheon Co. Class A

356,200

10,401,040

37,214,263

Airlines - 0.4%

AMR Corp.

522,700

18,357,224

Commercial Services & Supplies - 0.6%

Automatic Data Processing, Inc.

408,300

22,203,354

Edison Schools, Inc. (a)

244,800

4,957,200

27,160,554

Electrical Equipment - 0.4%

Emerson Electric Co.

295,800

18,339,600

Industrial Conglomerates - 3.7%

General Electric Co.

3,813,700

159,641,482

Machinery - 1.3%

Deere & Co.

662,200

24,064,348

Illinois Tool Works, Inc.

318,100

18,080,804

Ingersoll-Rand Co.

309,200

12,278,332

54,423,484

Road & Rail - 1.2%

Canadian National Railway Co.

532,600

20,086,127

Union Pacific Corp.

541,200

30,442,500

50,528,627

TOTAL INDUSTRIALS

365,665,234

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - 18.5%

Communications Equipment - 2.0%

Cisco Systems, Inc. (a)

2,504,600

$ 39,603,988

Corning, Inc.

582,900

12,060,201

QUALCOMM, Inc. (a)

410,100

23,221,913

UTStarcom, Inc.

577,700

9,604,263

84,490,365

Computers & Peripherals - 5.4%

Apple Computer, Inc. (a)

717,100

15,826,397

Dell Computer Corp. (a)

1,407,200

36,147,450

EMC Corp. (a)

1,350,700

39,710,580

Gateway, Inc. (a)

476,900

8,016,689

Hewlett-Packard Co.

489,800

15,316,046

International Business Machines Corp.

718,000

69,057,240

Network Appliance, Inc. (a)

152,800

2,568,950

Sun Microsystems, Inc. (a)

3,029,400

46,561,878

233,205,230

Electronic Equipment & Instruments - 0.5%

Anritsu Corp.

370,000

6,156,406

Kyocera Corp.

66,700

6,169,750

SCI Systems, Inc. (a)

530,200

9,649,640

21,975,796

Office Electronics - 0.2%

Symbol Technologies, Inc.

268,100

9,356,690

Semiconductor Equipment & Products - 5.1%

Applied Materials, Inc. (a)

280,100

12,184,350

Applied Micro Circuits Corp. (a)

194,400

3,207,600

Chartered Semiconductor Manufacturing Ltd. ADR (a)

252,200

6,064,622

Flextronics International Ltd. (a)

671,200

10,068,000

Integrated Device Technology, Inc. (a)

328,800

9,735,768

Intel Corp.

3,265,500

85,923,469

International Rectifier Corp. (a)

407,600

16,507,800

LAM Research Corp. (a)

629,500

14,950,625

LTX Corp. (a)

751,800

14,049,263

Micron Technology, Inc. (a)

529,840

22,004,255

Texas Instruments, Inc.

893,400

27,677,532

222,373,284

Software - 5.3%

Adobe Systems, Inc.

380,600

13,309,582

Cadence Design Systems, Inc. (a)

374,000

6,915,260

Microsoft Corp. (a)

3,055,100

167,075,775

Oracle Corp. (a)

1,931,200

28,929,376

Siebel Systems, Inc. (a)

387,800

10,548,160

226,778,153

TOTAL INFORMATION TECHNOLOGY

798,179,518

MATERIALS - 0.6%

Chemicals - 0.4%

PPG Industries, Inc.

344,800

15,891,832

Shares

Value (Note 1)

Metals & Mining - 0.2%

Alcoa, Inc.

307,400

$ 11,051,030

TOTAL MATERIALS

26,942,862

TELECOMMUNICATION SERVICES - 1.6%

Diversified Telecommunication Services - 1.3%

AT&T Corp.

670,300

14,277,390

SBC Communications, Inc.

917,000

40,925,710

55,203,100

Wireless Telecommunication Services - 0.3%

AT&T Corp. - Wireless Group

401,000

7,691,180

Vodafone Group PLC

1,668,113

4,528,918

12,220,098

TOTAL TELECOMMUNICATION SERVICES

67,423,198

UTILITIES - 2.3%

Electric Utilities - 1.1%

American Electric Power Co., Inc.

243,420

11,440,740

Entergy Corp.

17,100

649,800

Southern Co.

1,057,800

37,118,202

49,208,742

Gas Utilities - 0.5%

NiSource, Inc.

693,300

21,575,496

Multi-Utilities - 0.7%

Enron Corp.

476,900

27,707,890

TOTAL UTILITIES

98,492,128

TOTAL COMMON STOCKS

(Cost $4,375,774,800)

4,169,544,919

Cash Equivalents - 6.0%

Fidelity Cash Central Fund, 5.22% (b)
(Cost $258,646,070)

258,646,070

258,646,070

TOTAL INVESTMENT PORTFOLIO - 102.5%

(Cost $4,634,420,870)

4,428,190,989

NET OTHER ASSETS - (2.5)%

(107,616,450)

NET ASSETS - 100%

$ 4,320,574,539

Legend

(a) Non-income producing

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

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

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Geneva Proteomics

7/7/00

$ 1,441,000

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $3,340,753,635 and $3,692,677,894, respectively.

The fund invested in securities that are not registered under the Securities Act of 1933. These securities are subject to legal or contractual restrictions on resale. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $1,441,000 or 0% of net assets.

Income Tax Information

At March 31, 2001, the aggregate cost of investment securities for income tax purposes was $4,722,482,471. Net unrealized depreciation aggregated $294,291,482, of which $651,167,131 related to appreciated investment securities and $945,458,613 related to depreciated investment securities.

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

Semiannual Report

Fidelity Destiny Portfolios: Destiny I

Financial Statements

Statement of Assets and Liabilities

March 31, 2001 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $107,723,789) (cost $4,634,420,870) - See accompanying schedule

$ 4,428,190,989

Receivable for investments sold

47,132,593

Receivable for fund shares sold

468,803

Dividends receivable

4,542,176

Interest receivable

1,093,554

Other receivables

23,304

Total assets

4,481,451,419

Liabilities

Payable for investments purchased

$ 46,100,038

Payable for fund shares redeemed

2,479,268

Accrued management fee

1,663,137

Distribution fees payable

939

Other payables and accrued expenses

34,598

Collateral on securities loaned, at value

110,598,900

Total liabilities

160,876,880

Net Assets

$ 4,320,574,539

Net Assets consist of:

Paid in capital

$ 5,000,876,543

Undistributed net investment income

7,036,444

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

(481,143,563)

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

(206,194,885)

Net Assets

$ 4,320,574,539

Class O:
Net Asset Value, offering price
and redemption price per share ($4,315,992,981 ÷ 323,302,598 shares)

$13.35

Class N:
Net Asset Value, offering price
and redemption price per share
($4,581,558 ÷ 346,441 shares)

$13.22

Statement of Operations

Six months ended March 31, 2001 (Unaudited)

Investment Income

Dividends

$ 21,438,600

Interest

3,728,356

Security lending

511,577

Total income

25,678,533

Expenses

Management fee
Basic fee

$ 11,681,553

Performance adjustment

(3,382,426)

Transfer agent fees

170,398

Distribution fees

4,872

Accounting and security lending fees

356,112

Custodian fees and expenses

94,194

Registration fees

14,885

Audit

27,490

Legal

10,740

Interest

10,165

Miscellaneous

6,676

Total expenses before reductions

8,994,659

Expense reductions

(996,331)

7,998,328

Net investment income

17,680,205

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(451,365,423)

Foreign currency transactions

94,114

(451,271,309)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(1,012,628,000)

Assets and liabilities in
foreign currencies

74,590

(1,012,553,410)

Net gain (loss)

(1,463,824,719)

Net increase (decrease) in net assets resulting from operations

$ (1,446,144,514)

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

Semiannual Report

Fidelity Destiny Portfolios: Destiny I
Financial Statements - continued

Statement of Changes in Net Assets

Six months ended
March 31, 2001
(Unaudited)

Year ended
September 30,
2000

Increase (Decrease) in Net Assets

Operations
Net investment income

$ 17,680,205

$ 56,734,083

Net realized gain (loss)

(451,271,309)

1,114,346,536

Change in net unrealized appreciation (depreciation)

(1,012,553,410)

(1,365,960,461)

Net increase (decrease) in net assets resulting from operations

(1,446,144,514)

(194,879,842)

Distributions to shareholders
From net investment income

(35,511,970)

(114,858,565)

From net realized gain

(1,034,192,675)

(897,912,414)

Total distributions

(1,069,704,645)

(1,012,770,979)

Share transactions - net increase (decrease)

712,069,469

354,594,496

Total increase (decrease) in net assets

(1,803,779,690)

(853,056,325)

Net Assets

Beginning of period

6,124,354,229

6,977,410,554

End of period (including undistributed net investment income of $7,036,444 and $26,831,597, respectively)

$ 4,320,574,539

$ 6,124,354,229

Financial Highlights - Class O

Six months ended
March 31, 2001

Years ended September 30,

(Unaudited)

2000

1999

1998

1997

1996

Selected Per-Share Data

Net asset value, beginning of period

$ 22.09

$ 26.54

$ 24.58

$ 25.08

$ 20.41

$ 18.78

Income from Investment Operations

Net investment income

.06 D

.20 D

.42 D

.44 D

.49 D

.45

Net realized and unrealized gain (loss)

(4.89)

(.77)

4.13

1.56

6.36

2.42

Total from investment operations

(4.83)

(.57)

4.55

2.00

6.85

2.87

Less Distributions

From net investment income

(.13)

(.44)

(.42)

(.47)

(.45)

(.43)

From net realized gain

(3.78)

(3.44)

(2.17)

(2.03)

(1.73)

(.81)

Total distributions

(3.91)

(3.88)

(2.59)

(2.50)

(2.18)

(1.24)

Net asset value, end of period

$ 13.35

$ 22.09

$ 26.54

$ 24.58

$ 25.08

$ 20.41

Total Return B, C

(24.42)%

(3.23)%

18.99%

8.72%

36.29%

16.04%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 4,315,993

$ 6,121,273

$ 6,977,155

$ 6,206,058

$ 5,960,742

$ 4,565,482

Ratio of expenses to average net assets

.34% A

.27%

.32%

.33%

.39%

.65%

Ratio of expenses to average net assets after
expense reductions

.31% A, E

.25% E

.31% E

.33%

.38% E

.65%

Ratio of net investment income to average net assets

.68% A

.85%

1.55%

1.71%

2.20%

2.40%

Portfolio turnover

131% A

145%

36%

27%

32%

42%

A Annualized

B The total returns would have been lower had certain expenses not been reduced during the periods shown.

C Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans and for periods of less than one year are not annualized.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

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

Semiannual Report

Fidelity Destiny Portfolios: Destiny I
Financial Statements - continued

Financial Highlights - Class N

Six months ended
March 31, 2001

Years ended September 30,

(Unaudited)

2000

1999 E

Selected Per-Share Data

Net asset value, beginning of period

$ 21.90

$ 26.45

$ 27.76

Income from Investment Operations

Net investment income (loss) D

(.02)

(.01)

.08

Net realized and unrealized gain (loss)

(4.84)

(.74)

(1.39)

Total from investment operations

(4.86)

(.75)

(1.31)

Less Distributions

From net investment income

(.04)

(.36)

-

From net realized gain

(3.78)

(3.44)

-

Total distributions

(3.82)

(3.80)

-

Net asset value, end of period

$ 13.22

$ 21.90

$ 26.45

Total Return B, C

(24.74)%

(3.98)%

(4.72)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 4,582

$ 3,081

$ 256

Ratio of expenses to average net assets

1.23% A

1.14%

1.18% A

Ratio of expenses to average net assets after expense reductions

1.19% A, F

1.12% F

1.17% A, F

Ratio of net investment income (loss) to average net assets

(.21)% A

(.02)%

.68% A

Portfolio turnover

131% A

145%

36%

A Annualized

B The total returns would have been lower had certain expenses not been reduced during the periods shown.

C Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans and for periods of less than one year are not annualized.

D Net investment income (loss) per share has been calculated based on average shares outstanding during the period.

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

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

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

Semiannual Report

Fidelity Destiny Portfolios: Destiny II

Investments March 31, 2001

Showing Percentage of Net Assets

Common Stocks - 92.8%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 7.4%

Automobiles - 0.9%

Ford Motor Co.

1,525,000

$ 42,883,000

Household Durables - 0.6%

Sony Corp.

370,000

26,732,499

Internet & Catalog Retail - 0.1%

Amazon.com, Inc. (a)

600,000

6,138,000

Media - 3.2%

Clear Channel Communications, Inc. (a)

1,075,000

58,533,750

Omnicom Group, Inc.

200,000

16,576,000

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

1,825,230

80,255,363

155,365,113

Multiline Retail - 2.1%

BJ's Wholesale Club, Inc. (a)

1,075,000

51,438,750

Wal-Mart Stores, Inc.

1,050,000

53,025,000

104,463,750

Specialty Retail - 0.4%

Home Depot, Inc.

400,000

17,240,000

PETsMART, Inc. (a)

500,000

2,000,000

19,240,000

Textiles & Apparel - 0.1%

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

268,500

6,444,000

TOTAL CONSUMER DISCRETIONARY

361,266,362

CONSUMER STAPLES - 6.2%

Beverages - 0.8%

The Coca-Cola Co.

914,500

41,298,820

Food Products - 1.3%

Quaker Oats Co.

525,000

50,951,250

Smithfield Foods, Inc. (a)

350,000

11,375,000

62,326,250

Tobacco - 4.1%

Philip Morris Companies, Inc.

3,000,000

142,350,000

UST, Inc.

1,850,000

55,592,500

197,942,500

TOTAL CONSUMER STAPLES

301,567,570

ENERGY - 2.9%

Oil & Gas - 2.9%

BP Amoco PLC sponsored ADR

307,812

15,273,631

Exxon Mobil Corp.

1,549,766

125,531,046

140,804,677

FINANCIALS - 18.5%

Banks - 2.4%

FleetBoston Financial Corp.

1,375,000

51,906,250

Shares

Value (Note 1)

Mellon Financial Corp.

650,000

$ 26,338,000

PNC Financial Services Group, Inc.

600,000

40,650,000

118,894,250

Diversified Financials - 11.5%

American Express Co.

500,000

20,650,000

Citigroup, Inc.

1,699,933

76,462,986

Daiwa Securities Group, Inc.

5,250,000

49,376,037

Fannie Mae

1,950,000

155,220,000

Freddie Mac

1,925,000

124,797,750

J.P. Morgan Chase & Co.

1,025,000

46,022,500

Merrill Lynch & Co., Inc.

391,000

21,661,400

Nikko Securities Co. Ltd.

5,450,000

38,000,156

Nomura Securities Co. Ltd.

1,475,000

26,295,459

558,486,288

Insurance - 4.6%

American International Group, Inc.

2,252,881

181,356,921

Fidelity National Financial, Inc.

750,000

20,077,500

First American Corp.

875,000

22,750,000

224,184,421

TOTAL FINANCIALS

901,564,959

HEALTH CARE - 15.9%

Biotechnology - 4.3%

Affymetrix, Inc. (a)

23,000

639,688

Amgen, Inc. (a)

835,000

50,256,563

COR Therapeutics, Inc. (a)

710,900

15,995,250

Genentech, Inc. (a)

550,000

27,775,000

Geneva Proteomics (f)

255,000

1,402,500

Human Genome Sciences, Inc. (a)

1,025,000

47,150,000

ImClone Systems, Inc. (a)

116,800

3,876,300

Millennium Pharmaceuticals, Inc. (a)

1,275,000

38,836,500

Protein Design Labs, Inc. (a)

93,000

4,138,500

Vertex Pharmaceuticals, Inc. (a)

545,800

19,989,925

210,060,226

Health Care Equipment & Supplies - 2.5%

Align Technology, Inc.

359,400

2,605,650

Biomet, Inc.

1,249,925

49,235,327

Guidant Corp. (a)

1,505,000

67,709,950

119,550,927

Health Care Providers & Services - 1.7%

Cardinal Health, Inc.

844,954

81,749,300

Pharmaceuticals - 7.4%

Bristol-Myers Squibb Co.

3,390,872

201,417,797

Eli Lilly & Co.

975,000

74,743,500

Immunex Corp. (a)

1,000,000

14,312,500

Merck & Co., Inc.

500,000

37,950,000

Pfizer, Inc.

550,000

22,522,500

Schering-Plough Corp.

300,000

10,959,000

361,905,297

TOTAL HEALTH CARE

773,265,750

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIALS - 7.6%

Aerospace & Defense - 0.5%

Newport News Shipbuilding, Inc.

475,000

$ 23,227,500

Commercial Services & Supplies - 0.8%

Avery Dennison Corp.

775,000

40,315,500

Industrial Conglomerates - 5.5%

General Electric Co.

6,317,000

264,429,617

Machinery - 0.8%

Caterpillar, Inc.

625,000

27,737,500

Manitowoc Co., Inc.

472,400

11,715,520

39,453,020

TOTAL INDUSTRIALS

367,425,637

INFORMATION TECHNOLOGY - 20.1%

Communications Equipment - 2.0%

Brocade Communications Systems, Inc. (a)

1,675,000

34,990,750

CIENA Corp. (a)

552,100

23,050,175

Cisco Systems, Inc. (a)

2,300,000

36,368,750

Redback Networks, Inc. (a)

220,800

2,888,064

97,297,739

Computers & Peripherals - 5.5%

Dell Computer Corp. (a)

4,300,000

110,456,250

EMC Corp. (a)

75,000

2,205,000

Hutchinson Technology, Inc. (a)(d)

1,516,800

22,657,200

Lexmark International, Inc. Class A (a)

1,240,200

56,453,904

Maxtor Corp. (a)

3,250,000

22,750,000

Sun Microsystems, Inc. (a)

1,550,000

23,823,500

Western Digital Corp. (a)

5,750,000

27,370,000

265,715,854

Electronic Equipment & Instruments - 1.5%

Arrow Electronics, Inc. (a)

600,000

13,560,000

Ingram Micro, Inc. Class A (a)(d)

4,475,000

60,412,500

73,972,500

Internet Software & Services - 1.9%

Interwoven, Inc. (a)

373,600

3,759,350

VeriSign, Inc. (a)

1,400,000

49,612,500

Vignette Corp. (a)

2,512,300

16,172,931

Yahoo!, Inc. (a)

1,275,000

20,081,250

89,626,031

Semiconductor Equipment & Products - 0.1%

LAM Research Corp. (a)

50,000

1,187,500

Micron Technology, Inc. (a)

125,000

5,191,250

6,378,750

Software - 9.1%

Cadence Design Systems, Inc. (a)

1,600,000

29,584,000

Shares

Value (Note 1)

Computer Associates International, Inc.

2,079,400

$ 56,559,680

Electronic Arts, Inc. (a)

500,000

27,125,000

Great Plains Software, Inc. (a)

275,000

16,860,938

i2 Technologies, Inc. (a)

150,000

2,175,000

Microsoft Corp. (a)

4,525,000

247,460,938

NVIDIA Corp. (a)

425,000

27,591,797

Siebel Systems, Inc. (a)

200,000

5,440,000

VERITAS Software Corp. (a)

625,000

28,900,000

441,697,353

TOTAL INFORMATION TECHNOLOGY

974,688,227

MATERIALS - 10.7%

Chemicals - 1.5%

Dow Chemical Co.

1,550,000

48,933,500

Lyondell Chemical Co.

1,495,000

21,483,150

70,416,650

Construction Materials - 1.4%

Florida Rock Industries, Inc.

549,900

21,699,054

Martin Marietta Materials, Inc.

1,075,000

45,902,500

67,601,554

Metals & Mining - 5.6%

Alcan, Inc.

1,500,000

53,819,555

Alcoa, Inc.

2,135,000

76,753,250

Allegheny Technologies, Inc.

1,225,000

21,327,250

Bethlehem Steel Corp. (a)(d)

7,400,000

17,908,000

Homestake Mining Co.

3,475,500

18,281,130

Nucor Corp.

1,325,000

53,092,750

Phelps Dodge Corp.

821,000

32,987,780

274,169,715

Paper & Forest Products - 2.2%

Bowater, Inc.

1,112,800

52,746,720

International Paper Co.

1,475,000

53,218,000

105,964,720

TOTAL MATERIALS

518,152,639

TELECOMMUNICATION SERVICES - 3.5%

Diversified Telecommunication Services - 3.5%

AT&T Corp.

2,675,000

56,977,500

BellSouth Corp.

1,600,000

65,472,000

SBC Communications, Inc.

1,100,000

49,093,000

TeraBeam Networks (a)(f)

19,200

72,000

171,614,500

TOTAL COMMON STOCKS

(Cost $4,266,379,815)

4,510,350,321

Convertible Preferred Stocks - 0.0%

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - 0.0%

Communications Equipment - 0.0%

Chorum Technologies Series E (a)(f)
(Cost $465,480)

27,000

$ 465,480

Corporate Bonds - 0.6%

Moody's Ratings
(unaudited)

Principal Amount

CONVERTIBLE BONDS - 0.5%

FINANCIALS - 0.3%

Diversified Financials - 0.3%

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

Baa3

$ 19,620,000

15,577,103

INFORMATION TECHNOLOGY - 0.2%

Semiconductor Equipment & Products - 0.2%

Vitesse Semiconductor Corp. 4% 3/15/05

B2

9,940,000

7,355,600

Software - 0.0%

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

-

1,525,000

1,723,250

TOTAL INFORMATION TECHNOLOGY

9,078,850

TOTAL CONVERTIBLE BONDS

24,655,953

NONCONVERTIBLE BONDS - 0.1%

CONSUMER DISCRETIONARY - 0.1%

Internet & Catalog Retail - 0.1%

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

Caa1

5,000,000

2,800,000

TOTAL CORPORATE BONDS

(Cost $23,352,000)

27,455,953

Cash Equivalents - 6.6%

Shares

Fidelity Cash Central Fund, 5.22% (b)
(Cost $320,934,750)

320,934,750

320,934,750

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $4,611,132,045)

4,859,206,504

NET OTHER ASSETS - 0.0%

1,672,402

NET ASSETS - 100%

$ 4,860,878,906

Legend

(a) Non-income producing

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

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

(d) Affiliated company

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

Affiliate

Purchase
Cost

Sales
Cost

Dividend
Income

Value

Bethlehem Steel Corp.

$ 1,755,523

$ -

$ -

$ 17,908,000

Hutchinson Technology, Inc.

4,120,659

-

-

22,657,200

Ingram Micro, Inc. Class A

7,938,234

-

-

60,412,500

TOTALS

$ 13,814,416

$ -

$ -

$ 100,977,700

(e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $17,300,353 or 0.4% of net assets.

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

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Chorum Technologies Series E

9/19/00

$ 465,480

Geneva Proteomics

7/7/00

$ 1,402,500

TeraBeam Networks

4/7/00

$ 72,000

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $4,351,307,948 and $4,382,775,359, respectively.

The fund invested in securities that are not registered under the Securities Act of 1933. These securities are subject to legal or contractual restrictions on resale. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $1,939,980 or 0% of net assets.

Income Tax Information

At March 31, 2001, the aggregate cost of investment securities for income tax purposes was $4,656,331,565. Net unrealized appreciation aggregated $202,874,939, of which $704,642,639 related to appreciated investment securities and $501,767,700 related to depreciated investment securities.

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

Semiannual Report

Fidelity Destiny Portfolios: Destiny II

Financial Statements

Statement of Assets and Liabilities

March 31, 2001 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $120,022,700) (cost $4,611,132,045) - See accompanying schedule

$ 4,859,206,504

Receivable for investments sold

173,162,333

Receivable for fund shares sold

616,009

Dividends receivable

5,465,560

Interest receivable

2,322,485

Other receivables

14,605

Total assets

5,040,787,496

Liabilities

Payable for investments purchased

$ 49,832,252

Payable for fund shares redeemed

1,956,834

Accrued management fee

2,391,650

Distribution fees payable

5,306

Other payables and accrued expenses

448,548

Collateral on securities loaned, at value

125,274,000

Total liabilities

179,908,590

Net Assets

$ 4,860,878,906

Net Assets consist of:

Paid in capital

$ 4,927,138,541

Undistributed net investment income

9,620,089

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

(323,844,581)

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

247,964,857

Net Assets

$ 4,860,878,906

Class O:
Net Asset Value, offering price
and redemption price per share ($4,835,044,638
÷ 445,330,806 shares)

$10.86

Class N:
Net Asset Value, offering price and
redemption price per share
($25,834,268
÷ 2,408,320 shares)

$10.73

Statement of Operations

Six months ended March 31, 2001 (Unaudited)

Investment Income

Dividends

$ 23,822,231

Interest

7,224,307

Security lending

547,269

Total income

31,593,807

Expenses

Management fee
Basic fee

$ 16,135,622

Performance adjustment

(175,545)

Transfer agent fees

184,485

Distribution fees

28,625

Accounting and security lending fees

382,743

Custodian fees and expenses

91,901

Registration fees

19,885

Audit

22,600

Legal

11,166

Miscellaneous

13,081

Total expenses before reductions

16,714,563

Expense reductions

(956,377)

15,758,186

Net investment income

15,835,621

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(112,116,816)

Foreign currency transactions

(49,202)

(112,166,018)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(1,319,553,496)

Assets and liabilities in
foreign currencies

(93,461)

(1,319,646,957)

Net gain (loss)

(1,431,812,975)

Net increase (decrease) in net assets resulting from operations

$ (1,415,977,354)

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

Semiannual Report

Fidelity Destiny Portfolios: Destiny II
Financial Statements - continued

Statement of Changes in Net Assets

Six months ended
March 31, 2001
(Unaudited)

Year ended
September 30,
2000

Increase (Decrease) in Net Assets

Operations
Net investment income

$ 15,835,621

$ 22,490,888

Net realized gain (loss)

(112,166,018)

532,374,207

Change in net unrealized appreciation (depreciation)

(1,319,646,957)

508,078,196

Net increase (decrease) in net assets resulting from operations

(1,415,977,354)

1,062,943,291

Distributions to shareholders
From net investment income

(31,117,473)

(39,217,077)

From net realized gain

(490,364,963)

(509,476,717)

In excess of net realized gain

(211,678,563)

-

Total distributions

(733,160,999)

(548,693,794)

Share transactions - net increase (decrease)

747,849,129

520,091,432

Total increase (decrease) in net assets

(1,401,289,224)

1,034,340,929

Net Assets

Beginning of period

6,262,168,130

5,227,827,201

End of period (including undistributed net investment income of $9,620,089 and $25,557,974, respectively)

$ 4,860,878,906

$ 6,262,168,130

Financial Highlights - Class O

Six months ended
March 31, 2001

Years ended September 30,

(Unaudited)

2000

1999

1998

1997

1996 F

Selected Per-Share Data

Net asset value, beginning of period

$ 16.13

$ 14.76

$ 14.07

$ 14.40

$ 11.61

$ 10.57

Income from Investment Operations

Net investment income

.04 D

.06 D

.12 D

.18 D

.27 D

.24

Net realized and unrealized gain (loss)

(3.43)

2.85

3.73

.71

3.52

1.34

Total from investment operations

(3.39)

2.91

3.85

.89

3.79

1.58

Less Distributions

From net investment income

(.08)

(.11)

(.12)

(.25)

(.25)

(.22)

From net realized gain

(1.26)

(1.43)

(3.04)

(.97)

(.75)

(.32)

In excess of net realized gain

(.54)

-

-

-

-

-

Total distributions

(1.88)

(1.54)

(3.16)

(1.22)

(1.00)

(.54)

Net asset value, end of period

$ 10.86

$ 16.13

$ 14.76

$ 14.07

$ 14.40

$ 11.61

Total Return B, C

(22.51)%

20.25%

30.06%

6.64%

34.72%

15.43%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 4,835,045

$ 6,242,943

$ 5,226,303

$ 3,969,409

$ 3,609,144

$ 2,538,407

Ratio of expenses to average net assets

.60% A

.58%

.48%

.48%

.54%

.78%

Ratio of expenses to average net assets after
expense reductions

.56% A, E

.56% E

.47% E

.48%

.53% E

.78%

Ratio of net investment income to average net assets

.57% A

.37%

.79%

1.23%

2.11%

2.38%

Portfolio turnover

163% A

113%

77%

106%

35%

37%

A Annualized

B The total returns would have been lower had certain expenses not been reduced during the periods shown.

C Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans and for periods of less than one year are not annualized.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

F Per-share data have been adjusted for a 3 for 1 share split paid June 21, 1996.

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

Semiannual Report

Fidelity Destiny Portfolios: Destiny II
Financial Statements - continued

Financial Highlights - Class N

Six months ended
March 31, 2001

Years ended September 30,

(Unaudited)

2000

1999 E

Selected Per-Share Data

Net asset value, beginning of period

$ 15.94

$ 14.72

$ 15.35

Income from Investment Operations

Net investment income (loss) D

(.02)

(.08)

.00

Net realized and unrealized gain (loss)

(3.39)

2.83

(.63)

Total from investment operations

(3.41)

2.75

(.63)

Less Distributions

From net investment income

-

(.10)

-

From net realized gain

(1.26)

(1.43)

-

In excess of net realized gain

(.54)

-

-

Total distributions

(1.80)

(1.53)

-

Net asset value, end of period

$ 10.73

$ 15.94

$ 14.72

Total Return B, C

(22.86)%

19.13%

(4.10)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 25,834

$ 19,225

$ 1,524

Ratio of expenses to average net assets

1.48% A

1.45%

1.35% A

Ratio of expenses to average net assets after expense reductions

1.44% A, F

1.43% F

1.33% A, F

Ratio of net investment income (loss) to average net assets

(.31)% A

(.51)%

(.07)% A

Portfolio turnover

163% A

113%

77%

A Annualized

B The total returns would have been lower had certain expenses not been reduced during the periods shown.

C Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans and for periods of less than one year are not annualized.

D Net investment income (loss) per share has been calculated based on average shares outstanding during the period.

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

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

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

Semiannual Report

Notes to Financial Statements

For the period ended March 31, 2001 (Unaudited)

1. Significant Accounting Policies.

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

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

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

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

Foreign Currency Translation. The accounting records of the funds are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the prevailing rates of exchange at period end. Purchases and sales of securities, income receipts and expense payments are translated into U.S. dollars at the prevailing exchange rate on the respective dates of the transactions.

Net realized gains and losses on foreign currency transactions represent net gains and losses from sales and maturities of foreign currency contracts, disposition of foreign currencies, the difference between the amount of net investment income accrued and the U.S. dollar amount actually received, and gains and losses between trade and settlement date on purchases and sales of securities. The effects of changes in foreign currency exchange rates on investments in securities are included with the net realized and unrealized gain or loss on investment securities.

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

Investment Income. Dividend income is recorded on the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income is accrued as earned. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

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

Income and capital gain distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences, which may result in distribution reclassifications, are primarily due to differing treatments for litigation proceeds, foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC), market discount, contingent interest, non-taxable dividends and losses deferred due to wash sales transactions. The fund also utilized earnings and profits distributed to shareholders on redemption of shares as a part of the dividends paid deduction for income tax purposes.

Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to paid in capital. Undistributed net investment income and accumulated undistributed net realized gain (loss) on investments and foreign currency transactions may include temporary book and tax basis differences which will reverse in a subsequent period. Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions may include temporary book and tax basis differences which will reverse in a subsequent period. Any taxable income or gain remaining at fiscal year end is distributed in the following year.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Operating Policies.

Foreign Currency Contracts. The funds may use use foreign currency contracts to facilitate transactions in foreign-denominated securities. Losses may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms. The U.S. dollar value of foreign currency contracts is determined using contractual currency exchange rates established at the time of each trade.

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

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

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

3. Purchases and Sales of Investments.

Information regarding purchases and sales of securities (other than short-term securities), is included under the caption "Other Information" at the end of each applicable fund's schedule of investments.

4. Fees and Other Transactions with Affiliates.

Management Fee. As each fund's investment adviser, FMR receives a monthly basic fee that is calculated on the basis of a group fee rate plus a fixed individual fund fee rate applied to the average net assets of each fund. The group fee rate is the weighted average of a series of rates and is based on the monthly average net assets of all the mutual funds advised by FMR. The rates ranged from .2167% to .5200% for the period. The annual individual fund fee rate is .17% and .30% for the Destiny I and Destiny II funds, respectively. In the event that these rates were lower than the contractual rates in effect during the period, FMR voluntarily implemented the above rates, as they resulted in the same or a lower management fee. The basic fee was subject to a performance adjustment (up to a maximum of -.24% of each fund's average net assets up to and including $100,000,000 and -.20% of each fund's average net assets in excess of $100,000,000 over the performance period) based on each fund's investment performance as compared to the appropriate index over a specified period of time. For the period, the management fees were equivalent to annualized rates of .32% and .57%, respectively of average net assets after the performance adjustment for the Destiny I and Destiny II funds, respectively. Effective July 1, 1999, each fund's performance adjustment was phased out over an 18 month period. During the phase out period the performance adjustment could decrease, but not increase, the management fee owed by the funds. After December 31, 2000, no performance adjustment was applied to the basic fee.

Sub-Adviser Fee. FMR Co., Inc. (FMRC) serves as sub-adviser for the funds. FMRC is an affiliate of FMR and receives a fee from FMR of 50% of the management fee payable to FMR with respect to that portion of the funds assets that are managed by FMRC.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Board of Trustees has adopted a Distribution and Service Plan (the Plan) for Class N for each fund. During the period, Class N paid Fidelity Distributors Corporation (FDC), an affiliate of FMR, a service fee based on an annual (annualized) rate of .25% of Class N's average net assets pursuant to the Plan. For the period, Class N paid FDC the following amounts:

Paid to FDC

Destiny I

$ 4,872

Destiny II

$ 28,625

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

Destiny I

Amount

% of
Average
Net Assets

Class O

$ 158,034

.01*

Class N

12,364

.63*

$ 170,398

Destiny II

Amount

% of
Average
Net Assets

Class O

$ 112,424

.00*

Class N

72,061

.63*

$ 184,485

* Annualized

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

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

Fidelity Cash Central Fund. Pursuant to an Exemptive Order issued by the SEC, the funds may invest in the Fidelity Cash Central Fund (the Cash Fund) managed by Fidelity Investments Money Management, Inc., an affiliate of FMR. The Cash Fund is an open-end money market fund available only to investment companies and other accounts managed by FMR and its affiliates. The Cash Fund seeks preservation of capital, liquidity, and current income and does not pay a management fee. Income distributions from the Cash Fund are declared daily and paid monthly from net investment income. Income distributions earned by the funds are recorded as either interest income or security lending income in the accompanying financial statements.

Brokerage Commissions. The funds placed a portion of their portfolio transactions with brokerage firms which are affiliates of FMR. The commissions paid to these affiliated firms for Destiny I and Destiny II were $295,368 and $278,937, respectively for the period.

5. Committed Line of Credit.

The funds participate with other funds managed by FMR in a $3.475 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The funds have agreed to pay commitment fees on their pro rata portion of the line of credit. During the period, the funds had no borrowings on this line of credit.

6. Security Lending.

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

7. Bank Borrowings.

The funds are permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions. The funds have established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. For Destiny I, the average daily loan balance during the period for which the loan was outstanding amounted to $21,068,000. The weighted average interest rate was 5.79%. At period end there were no bank borrowings outstanding.

8. Expense Reductions.

FMR has directed certain portfolio trades to brokers who paid a portion of the funds' expenses. For the period, each fund's expenses were reduced by $986,783 and $951,624 under this arrangement for Destiny I and Destiny II, respectively.

In addition, through arrangements with the funds' custodian and each class' transfer agent, credits realized as a result of uninvested cash balances were used to reduce a portion of expenses. During the period, Destiny II's custodian fees were reduced by $1,926 under the custodian arrangement and each applicable class' expenses were reduced as follows under the transfer agent arrangements:

Destiny I

Transfer
Agent
Credits

Class O

$ 9,548

Destiny II

Transfer
Agent
Credits

Class O

$ 2,827

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Destiny I

Six months ended March 31,
2001

Year ended
September 30,
2000

From net investment income

Class O

$ 35,504,097

$ 114,852,495

Class N

7,873

6,070

Total

$ 35,511,970

$ 114,858,565

From net realized gain

Class O

$ 1,033,475,114

$ 897,856,524

Class N

717,561

55,890

Total

$ 1,034,192,675

$ 897,912,414

$ 1,069,704,645

$ 1,012,770,979

Destiny II

Six months ended March 31,
2001

Year ended
September 30,
2000

From net investment income

Class O

$ 31,117,473

$ 39,189,835

Class N

-

27,242

Total

$ 31,117,473

$ 39,217,077

From net realized gain

Class O

$ 488,437,910

$ 509,166,630

Class N

1,927,053

310,087

Total

$ 490,364,963

$ 509,476,717

In excess of net realized gain

Class O

$ 210,846,701

$ -

Class N

831,862

-

Total

$ 211,678,563

$ -

$ 733,160,999

$ 548,693,794

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

10. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Destiny I

Six months ended March 31,

Year ended September 30,

Six months ended March 31,

Year ended September 30,

2001

2000

2001

2000

Class O
Shares sold

5,442,279

10,121,533

$ 91,516,395

$ 247,091,425

Reinvestment of distributions

57,186,468

36,918,705

892,108,667

880,880,397

Shares redeemed

(16,393,063)

(32,842,158)

(274,914,239)

(776,372,755)

Net increase (decrease)

46,235,684

14,198,080

$ 708,710,823

$ 351,599,067

Class N
Shares sold

170,755

135,884

$ 2,828,946

$ 3,103,245

Reinvestment of distributions

46,621

2,602

721,700

59,465

Shares redeemed

(11,668)

(7,425)

(192,000)

(167,281)

Net increase (decrease)

205,708

131,061

$ 3,358,646

$ 2,995,429

Shares

Dollars

Destiny II

Six months ended March 31,

Year ended September 30,

Six months ended March 31,

Year ended September 30,

2001

2000

2001

2000

Class O
Shares sold

16,421,886

45,411,519

$ 215,563,648

$ 716,733,769

Reinvestment of distributions

56,256,759

34,359,293

700,396,823

527,413,256

Shares redeemed

(14,295,058)

(46,803,164)

(183,456,145)

(741,499,830)

Net increase (decrease)

58,383,587

32,967,648

$ 732,504,326

$ 502,647,195

Class N
Shares sold

1,038,183

1,137,584

$ 13,340,399

$ 18,003,674

Reinvestment of distributions

223,067

22,042

2,750,420

336,797

Shares redeemed

(59,143)

(56,991)

(746,016)

(896,234)

Net increase (decrease)

1,202,107

1,102,635

$ 15,344,803

$ 17,444,237

11. Transactions with Affiliated Companies.

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

Semiannual Report

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

82 Devonshire Street,
Boston, Massachusetts 02109

INVESTMENT ADVISER

Fidelity Management & Research Company
Boston, MA

INVESTMENT SUB-ADVISERS

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

OFFICERS

Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
Abigail P. Johnson, Vice President
Karen Firestone, Vice President (Destiny I)
Adam Hetnarski, Vice President (Destiny II)
Eric D. Roiter, Secretary
Robert A. Dwight, Treasurer
Maria F. Dwyer, Deputy Treasurer
John H. Costello, Assistant Treasurer
Thomas J. Simpson, Assistant Treasurer

BOARD OF TRUSTEES

J. Michael Cook *
Ralph F. Cox *
Phyllis Burke Davis *
Robert M. Gates *
Edward C. Johnson 3d
Donald J. Kirk *
Marie L. Knowles *
Ned C. Lautenbach *
Peter S. Lynch
Marvin L. Mann *
William O. McCoy *
Robert C. Pozen

ADVISORY BOARD

William S. Stavropoulos

GENERAL DISTRIBUTOR

Fidelity Distributors Corporation
Boston, MA

TRANSFER AND SHAREHOLDER
SERVICING AGENT

Fidelity Service Company, Inc.
Boston, MA

CUSTODIAN

State Street Bank and Trust Company
Boston, MA

* Independent trustees

(recycle logo)

6i-133366

DESN-SANN-0501
1.741002.101

Fidelity®
DestinySM
Portfolios:

Destiny I - Class O
Destiny II - Class O

Semiannual Report
March 31, 2001

Semiannual Report

Contents

Semiannual Report

Performance

<Click Here>

How the funds have done over time.

Fund Talk

<Click Here>

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

Investment Changes

<Click Here>

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

Destiny I

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Destiny II

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

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

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

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

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

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

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

Neither the funds nor Fidelity Distributors Corporation is a bank.

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

Semiannual Report

Fidelity Destiny Portfolios: Destiny I: Class O

Performance: The Bottom Line

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in DestinySM I: Class O on March 31, 1991. As the chart shows, by March 31, 2001, the value of the investment would have grown to $33,506 - a 235.06% increase on the initial investment. For comparison, look at how the S&P 500® did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $38,478 - a 284.78% increase.

Cumulative Total Returns

Periods ended
March 31, 2001

Past 6
months

Past 1
year

Past 5
years

Past 10
years

DestinySM I: CL O

-24.42%

-28.95%

38.74%

235.06%

S&P 500 ®

-18.75%

-21.68%

94.06%

284.78%

Lipper Growth
Funds Average

-24.95%

-26.22%

75.02%

241.61%

Average Annual Total Returns

Periods ended
March 31, 2001

Past 1
year

Past 5
years

Past 10
years

Destiny I: CL O

-28.95%

6.77%

12.85%

$50/month 15-Year Plan

-66.04%

2.92%

11.37%

S&P 500

-21.68%

14.18%

14.42%

Lipper Growth
Funds Average

-26.22%

11.35%

12.65%

The charts above show Destiny I: Class O total returns, which include changes in share price and reinvestment of dividends and capital gains. The fund's cumulative total returns and average annual total returns do not include the effects of the separate sales charges and custodian fees assessed through Destiny Plans I: O (the Plans); the figures provided for a "$50/month 15-year plan" illustrate the fund's performance adjusted to reflect fees and sales charges assessed by the Plans. The illustrations assume an initial investment at the beginning of each period shown. Because the illustrations assume yearly lump sum investments, they do not reflect what investors would have earned had they made regular monthly investments over the period. As shares of the funds may be acquired only through the Plans, investors should consult the Plans' prospectus for more complete information on the impact of the separate charges and fees applicable to each Plan. The rate (%) of deductions decreases as Plan sizes increase. Figures for the S&P 500, a market capitalization-weighted index of common stocks, include reinvestment of dividends. To measure how the funds' performance stacked up against its peers, you can compare it to the growth funds average, which reflects the performance of mutual funds with similar objectives tracked by Lipper Inc. The past six month average represents a peer group of 1,756 mutual funds. These benchmarks include reinvested dividends and capital gains, if any, and exclude the effect of sales charges. Lipper has created new comparison categories that group funds according to portfolio characteristics and capitalization, as well as by capitalization only. These averages are listed below. (dagger)

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

(dagger)The Lipper large cap core funds average reflects the performance (excluding sales charges) of mutual funds with similar portfolio characteristics and capitalization. The Lipper large cap supergroup average reflects the performance (excluding sales charges) of mutual funds with similar capitalization. As of March 31, 2001, the six months, one year, five year, and 10 year cumulative total returns for the large cap core funds average were, -19.54%, -22.12%, 74.89%, and 223.57%, respectively; and the one year, five year, and 10 year average annual total returns were -22.12%, 11.64%, and 12.24%, respectively. The six months, one year, five year and 10 year cumulative total returns for the large cap supergroup average were, -24.06%, -26.10%, 74.37%, and 230.35%, respectively; and the one year, five year and 10 year average annual total returns were -26.10%, 11.49%, and 12.46%, respectively.

Semiannual Report

Fidelity Destiny Portfolios: Destiny II: Class O

Performance: The Bottom Line

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Destiny II: Class O on March 31, 1991. As the chart shows, by March 31, 2001, the value of the investment would have grown to $44,924 - a 349.24% increase on the initial investment. For comparison, look at how the S&P 500 did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 investment would have grown to $38,478 - a 284.78% increase.

Cumulative Total Returns

Periods ended
March 31, 2001

Past 6
months

Past 1
year

Past 5
years

Past 10
years

Destiny II: CL O

-22.51%

-25.64%

86.89%

349.24%

S&P 500

-18.75%

-21.68%

94.06%

284.78%

Lipper Growth
Funds Average

-24.95%

-26.22%

75.02%

241.61%

Average Annual Total Returns

Periods ended
March 31, 2001

Past 1
year

Past 5
years

Past 10
years

Destiny II: CL O

-25.64%

13.32%

16.21%

$50/month 15-Year Plan

-64.46%

9.24%

14.69%

S&P 500

-21.68%

14.18%

14.42%

Lipper Growth
Funds Average

-26.22%

11.35%

12.65%

The charts above show Destiny II: Class O total returns, which include changes in share price and reinvestment of dividends and capital gains. The fund's cumulative total returns and average annual total returns do not include the effects of the separate sales charges and custodian fees assessed through Destiny Plans II: O (the Plans); the figures provided for a "$50/month 15-year plan" illustrate the fund's performance adjusted to reflect fees and sales charges assessed by the Plans. The illustrations assume an initial investment at the beginning of each period shown. Because the illustrations assume yearly lump sum investments, they do not reflect what investors would have earned had they made regular monthly investments over the period. As shares of the funds may be acquired by the general public only through the Plans, investors should consult the Plans' prospectus for more complete information on the impact of the separate charges and fees applicable to each Plan. The rate (%) of deductions decreases as Plan sizes increase. Figures for the S&P 500, a market capitalization-weighted index of common stocks, include reinvestment of dividends. To measure how the funds' performance stacked up against its peers, you can compare it to the growth funds average, which reflects the performance of mutual funds with similar objectives tracked by Lipper Inc. The past six month average represents a peer group of 1,756 mutual funds. These benchmarks include reinvested dividends and capital gains, if any, and exclude the effect of sales charges. Lipper has created new comparison categories that group funds according to portfolio characteristics and capitalization, as well as by capitalization only. These averages are listed below. (dagger)

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

(dagger) The Lipper large cap core funds average reflects the performance (excluding sales charges) of mutual funds with similar portfolio characteristics and capitalization. The Lipper large cap supergroup average reflects the performance (excluding sales charges) of mutual funds with similar capitalization. As of March 31, 2001, the six months, one year, five year, and 10 year cumulative total returns for the large cap core funds average were, -19.54%, -22.12%, 74.89%, and 223.57%, respectively; and the one year, five year, and 10 year average annual total returns were -22.12%, 11.64%, and 12.24%, respectively. The six months, one year, five year and 10 year cumulative total returns for the large cap supergroup average were, -24.06%, -26.10%, 74.37%, and 230.35%, respectively; and the one year, five year and 10 year average annual total returns were -26.10%, 11.49%, and 12.46%, respectively.

Semiannual Report

Fidelity Destiny Portfolios: Destiny I

Fund Talk: The Manager's Overview

Market Recap

A slowing economy, weak corporate earnings results and reduced growth outlooks in many industries characterized an unpleasant stock market experience for many investors during the six-month period ending March 31, 2001. Signs of overcapacity in several areas of technology - such as semiconductors, networking and optical equipment - contributed to the sector's decline. Additionally, a slowdown in corporate information technology spending had a negative effect that rippled across many areas in the sector, reducing earnings and sharply downgrading growth forecasts. The impact of the economic deceleration spread to other sectors as the period progressed, including telecommunication services, retail, automotive, industrials and financials, and gave way to a flurry of corporate measures to reduce costs, such as layoffs. The U.S. stock market responded negatively to this weak economic environment. Specifically, the tech-
heavy NASDAQ Composite® Index fell 49.84% and the Standard & Poor's 500 SM Index, a benchmark of 500 larger companies, declined 18.75% during the period. Meanwhile, the Russell 2000® Index, a benchmark of smaller companies, returned -12.96% and the blue-chips' benchmark, the Dow Jones Industrial Average SM, returned -6.51%. Throughout the period, investors in value stocks, or those that are attractively valued for various reasons such as an abnormally low price-to-earnings ratio, weathered the market's downturn far better than growth stocks, or those with growth rates that tend to outperform the broader market. For example, the Russell 3000® Value Index fell 1.73%, while the Russell 3000® Growth Index dropped 37.41%. To ignite the economy, the Federal Reserve Board made an uncharacteristic move on January 3, 2001, by cutting key interest rates one-half percentage point, or 50 basis points, in between regularly scheduled policy meetings. It marked the first time the Fed resorted to such an unusual action since October 1998, during the height of the global financial crisis. Citing substantial erosion in business and consumer confidence, the Fed reduced rates by the same amount at its regularly scheduled meeting later in the month, and by another 50 basis points again at its March policy meeting. The Fed's aggressive action brought the federal funds rate - the rate banks charge each other for overnight loans - down to 5.0%, and the discount rate - the rate the Fed charges for direct loans to financially troubled member banks - to 4.50%. However, the rate cuts had little positive effect on the economy by the end of the period, and little positive effect on the equity market, which continued to pour out weaker-than-expected corporate earnings results.

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

Q. How did the fund perform, Karen?

A. It was a challenging period for the fund and the market as a whole. For the six months that ended March 31, 2001, the fund's Class O shares returned -24.42%, slightly outpacing the growth funds average tracked by Lipper Inc., which returned -24.95%. The Standard & Poor's 500 Index declined 18.75% during this same time frame. For the 12 months that ended March 31, 2001, the fund's Class O shares returned -28.95%, while the Lipper average and S&P 500 index posted returns of -26.22% and -21.68%, respectively.

Q. Why did the fund edge its peer group but lag its benchmark during the six-month period?

A. Risk and return had an inverse relationship during the period as investors, facing the specter of a protracted global economic downturn, put a premium on safety. Although my bias toward growth remained intact, I became increasingly more cautious in terms of how I went about finding it. Unlike some of our competitors, I assumed a more diversified approach, scaling back appreciably on the fund's technology exposure during the period. My focus was on achieving a more neutral tech weighting relative to the S&P 500 later in the period when market prospects looked the bleakest. This positioning helped us gain an edge over our Lipper peers, which remained more aggressive on average, choosing to let their tech exposure ride as the market corrected sharply. However, the performance numbers weren't as kind to us relative to the index. Technology issues were the hardest hit during the indiscriminate market sell-off, falling by nearly 50% during the six-month period. So, even though we managed to reel in our tech exposure during this time frame, we still ended up with about a 3% overweighting on average compared to the S&P, which took the biggest toll on relative performance. Simply put, I overstayed my welcome with some of the fastest-growing names, such as VeriSign, Sun, Juniper and Cisco, each of which plunged more than 70% during the past six months. I should have been more observant of what I suspected would be a spreading weakness in global economies and its potential impact on the sector. The fund no longer held VeriSign or Juniper at the close of the period.

Semiannual Report

Fidelity Destiny Portfolios: Destiny ____

Fund Talk: The Manager's Overview - continued

Q. What else weighed on performance?

A. Holdings within biotechnology hurt performance. We held a handful of small positions in some fairly aggressive biotechnology names in which I remain confident, such as Protein Design Labs and ImClone, and these stocks were hit as the NASDAQ declined. The fund's underexposure to retailers relative to the index also hampered returns. The group had moved higher early in 2001 following a pair of interest-rate cuts levied by the Federal Reserve Board, anticipating a strong consumer recovery that never transpired. As selective names retraced their gains, we added them to the fund. Underweighting banks also proved unsuccessful during the period. Concerns about a slowing economy and declining credit quality were strong enough to keep me underexposed to banks for much of the period, which hurt as they rallied in response to declining interest rates. However, we made up for our deficiency in banks with some strong picks elsewhere in the sector among higher-growth, non-credit financial firms, such as insurer MetLife and home loan financer Fannie Mae.

Q. Where were the bright spots?

A. I increased the fund's exposure to neglected segments of the market that housed companies with real earnings power, many of which were trading at exceptionally low valuations. Consumer product stocks, such as Philip Morris, performed quite well, as did various defense and economically sensitive cyclical holdings. Furthermore, we managed to offset some of our biotech losses by focusing on hot spots elsewhere in the health sector, most notably some of the drug stocks and the hospital sector. Solid fundamentals drove the drug makers, namely Merck and Bristol-Myers Squibb, while both excellent earnings outlooks and an improved regulatory environment for companies in the hospital management sector helped our holdings in Tenet and HCA Healthcare.

Q. What's your outlook?

A. I don't think the market has any particular direction right now. That said, there are still inexpensive stocks out there from which one can earn a reasonable return. It's become much more of a stock picker's market given the uncertainty surrounding sector leadership today. Since I'm not willing to bet one way or the other against technology - considering how fast share prices move in each direction - I intend to maintain more of a neutral weighting and to add performance through individual security selection both inside and outside of the sector.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 1.

Fund Facts

Goal: seeks capital growth

Start date: July 10, 1970

Size: as of March 31, 2001, more than $4.3 billion

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

3

Karen Firestone on growth investing amid bear-market turbulence:

"For a growth manager, I am relatively cautious at the moment. The market continues to be very unforgiving. Unless companies produce expected earnings, shortfalls generally result in sharp declines in stock price.

"Currently, I have significant positions in some defensive industries - most notably consumer nondurables, non-credit-sensitive financials and health care, where earnings visibility historically has been fairly clear - anticipating that the market will endorse solid near-term fundamentals. However, I believe there is inherent value in some technology names where low valuations assume the worst. It is my belief that, as a growth fund manager, I need to have at least some exposure to the more volatile areas of the market, investing in good companies at bargain prices, stepping up to the plate and swinging even if it's easier to pass on the pitch.

"No one can predict when these stocks are going to snap back. But it would be a cardinal sin for me to underperform my benchmark because I'm too defensive. Investors put money into my fund because I represent growth investing. My challenge is to find that balance between ample downside protection - by being positioned fairly conservatively when the NASDAQ falters - and adequate upside potential from exposure to the juicier names when the market runs back up again. I don't want to be too early with tech names whose fundamentals continue to deteriorate, nor do I want to be too aggressive there until I feel I can justify stock prices given the worst-case scenario on fundamentals. I never want to pay too much for stocks, but I'm more apt to pay a little more if I feel that the growth is coming with it."

Semiannual Report

Fidelity Destiny Portfolios: Destiny II

Fund Talk: The Manager's Overview

Market Recap

A slowing economy, weak corporate earnings results and reduced growth outlooks in many industries characterized an unpleasant stock market experience for many investors during the six-month period ending March 31, 2001. Signs of overcapacity in several areas of technology - such as semiconductors, networking and optical equipment - contributed to the sector's decline. Additionally, a slowdown in corporate information technology spending had a negative effect that rippled across many areas in the sector, reducing earnings and sharply downgrading growth forecasts. The impact of the economic deceleration spread to other sectors as the period progressed, including telecommunication services, retail, automotive, industrials and financials, and gave way to a flurry of corporate measures to reduce costs, such as layoffs. The U.S. stock market responded negatively to this weak economic environment. Specifically, the tech-
heavy NASDAQ Composite® Index fell 49.84% and the Standard & Poor's 500SM Index, a benchmark of 500 larger companies, declined 18.75% during the period. Meanwhile, the Russell 2000® Index, a benchmark of smaller companies, returned -12.96% and the blue-chips' benchmark, the Dow Jones Industrial Average SM, returned -6.51%. Throughout the period, investors in value stocks, or those that are attractively valued for various reasons such as an abnormally low price-to-earnings ratio, weathered the market's downturn far better than growth stocks, or those with growth rates that tend to outperform the broader market. For example, the Russell 3000® Value Index fell 1.73%, while the Russell 3000® Growth Index dropped 37.41%. To ignite the economy, the Federal Reserve Board made an uncharacteristic move on January 3, 2001, by cutting key interest rates one-half percentage point, or 50 basis points, in between regularly scheduled policy meetings. It marked the first time the Fed resorted to such an unusual action since October 1998, during the height of the global financial crisis. Citing substantial erosion in business and consumer confidence, the Fed reduced rates by the same amount at its regularly scheduled meeting later in the month, and by another 50 basis points again at its March policy meeting. The Fed's aggressive action brought the federal funds rate - the rate banks charge each other for overnight loans - down to 5.0%, and the discount rate - the rate the Fed charges for direct loans to financially troubled member banks - to 4.50%. However, the rate cuts had little positive effect on the economy by the end of the period, and little positive effect on the equity market, which continued to pour out weaker-than-expected corporate earnings results.

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

Q. How did the fund perform, Adam?

A. The fund underperformed its benchmark index, but performed better than its peers in a weak market environment. For the six-month period ending March 31, 2001, the fund's Class O shares returned -22.51%, while the Standard & Poor's 500 Index and the Lipper growth funds average returned -18.75% and -24.95%, respectively. For the 12-month period ending March 31, 2001, the fund's Class O shares returned -25.64%, trailing the S&P 500 index, which returned -21.68%, but outdistancing the growth funds average of -26.22%.

Q. Why did the fund trail its benchmark, but outperform its peers during the past six months?

A. Going into the period, I had expected a recovery in the already depressed information technology sector that never materialized. The fund was positioned aggressively to benefit from a year-end rally in the sector, emphasizing storage and network infrastructure companies. However, the economy rapidly decelerated and fundamentals in technology stocks deteriorated much faster than I had anticipated. As a result, the fund's overexposure to the sector relative to the benchmark hurt relative performance. On the positive side, the fund's losses were cushioned by overweighting strong-performing materials stocks and remaining underweighted in the weak telecommunication services sector. Compared to the Lipper average, stock picking was slightly better.

Q. What new strategies did you implement given the rough equity market?

A. The economy clearly decelerated faster than expected. As such, I repositioned the fund more defensively. Specifically, I added a number of aluminum and steel companies - such as Alcoa, Alcan and Nucor - in the materials sector. In my opinion, these stocks were trading at extremely low valuations. Although they don't typically act as early cyclical stocks - or those that are among the first to rebound in an eventual market recovery - I'm willing to be patient with them because their upside potential could be considerable. At the same time, I reduced our technology weighting, bringing it more in line with the index.

Semiannual Report

Fidelity Destiny Portfolios: Destiny ____

Fund Talk: The Manager's Overview - continued

Q. What specific stocks worked well for the fund?

A. Philip Morris' strong balance sheet proved beneficial in a market that scrutinized earnings. In addition to its strong cash flows and earnings growth, the company benefited from the election of George W. Bush, as investors expected a less onerous litigation environment for the tobacco industry. Finally, investors liked Philip Morris' plans to spin off its food business, believing that such a move would make the value of the remaining business lines more recognizable. Elsewhere, government-sponsored enterprises (GSEs) Fannie Mae and Freddie Mac benefited from their strong earnings growth relative to other areas of the market. These stocks also got a boost when a legislative initiative to eliminate the competitive advantages the two companies enjoy as GSEs stalled in Congress.

Q. What stocks detracted from performance?

A. The worst performers were predominately technology stocks. The decelerating economy caused a rapid reduction in the earnings growth rates of technology companies across the board. Blue-chip stocks such as Cisco Systems, Sun Microsystems and EMC were among the fund's top detractors. Additionally, a reduction in corporate information technology spending hurt shares of Ariba, i2 Technologies, Juniper Networks and Veritas Software. I sold off our positions in both Ariba and Juniper during the period. Exposure to the biotechnology sector also hurt performance, as the market reacted unfavorably to stocks with high growth potential but less-attractive short-term profitability. In particular, Immunex was hurt by its inability to meet demand for its lead rheumatoid drug, Enbrel.

Q. What's your outlook, Adam?

A. I'm concerned right now about a number of factors affecting the market. The U.S. economy has slowed considerably. Both the number of personal bankruptcies and the unemployment rate are rising and I expect both to continue to do so for some time. At the same time, the average consumer has continued to spend, and we've seen personal credit-card debt rise to peak levels. More households own equities than ever before. Margin debt as a percentage of total personal assets is at record levels. Additionally, much of the European economy is tied to that of the U.S., so there's the potential that Europe could fall into recession. Therefore, I think the fund's current defensive positioning reflects my overall concern for the economy and the equity market. On a positive note, however, I think this more difficult market environment will benefit those investment complexes - such as Fidelity - that rely on in-depth research to select stocks. As always, I will continue to blend a strong emphasis on growth stocks with selected positions in undervalued shares.

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover. The manager's views are subject to change at any time based on market or other conditions. For more information, see page 1.

Fund Facts

Goal: seeks capital growth

Start date: December 30, 1985

Size: as of March 31, 2001, more than $4.8 billion

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

3

Adam Hetnarski on searching for undervalued stocks:

"Although the main emphasis of the fund is on solid, long-term growth stocks, I use a certain percentage of the fund's assets to invest in undervalued situations. No matter what the market environment, there are certain sectors or groups within sectors that are ignored by most investors and therefore represent genuine value. For example, in 1999 virtually no one wanted to own HMOs and other health services companies. Then Congress moved to improve Medicare reimbursements and suddenly the outlook for health services companies was a lot brighter.

"The tobacco industry provides another example. As smoking-related litigation gathered momentum at the state and federal levels, investors deserted tobacco stocks in droves. However, it became apparent that tobacco companies were not going to fold up their tents and go out of business. The situation eventually passed what might be called the ´peak point of worry,' and tobacco stocks rebounded. There is no easy recipe for finding these turnaround stories, but Fidelity's in-depth research capabilities provide a decided advantage in getting positioned ahead of the crowd."

Semiannual Report

Investment Changes

Top Ten Equity Holdings - Destiny I

as of March 31, 2001

as of September 30, 2000

Microsoft Corp.

General Electric Co.

General Electric Co.

Cisco Systems, Inc.

Exxon Mobil Corp.

Intel Corp.

Merck & Co., Inc.

Pfizer, Inc.

Fannie Mae

Microsoft Corp.

Pfizer, Inc.

Fannie Mae

Philip Morris Companies, Inc.

EMC Corp.

AOL Time Warner, Inc.

Merck & Co., Inc.

American International Group, Inc.

Wal-Mart Stores, Inc.

Bristol-Myers Squibb Co.

Sun Microsystems, Inc.

Top Ten Equity Holdings - Destiny II

as of March 31, 2001

as of September 30, 2000

General Electric Co.

General Electric Co.

Microsoft Corp.

Cisco Systems, Inc.

Bristol-Myers Squibb Co.

Fannie Mae

American International Group, Inc.

Microsoft Corp.

Fannie Mae

EMC Corp.

Philip Morris Companies, Inc.

Exxon Mobil Corp.

Exxon Mobil Corp.

Bristol-Myers Squibb Co.

Freddie Mac

Freddie Mac

Dell Computer Corp.

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

Cardinal Health, Inc.

Dell Computer Corp.

Top Five Market Sectors - Destiny I

as of March 31, 2001

% of fund's net assets

as of September 30, 2000

% of fund's net assets

Information Technology

18.5%

Information Technology

32.1%

Health Care

18.2%

Health Care

16.7%

Financials

15.8%

Consumer Discretionary

16.1%

Consumer Discretionary

12.2%

Financials

10.8%

Consumer Staples

10.0%

Industrials

9.6%

Top Five Market Sectors - Destiny II

as of March 31, 2001

% of fund's net assets

as of September 30, 2000

% of fund's net assets

Information Technology

20.3%

Information Technology

34.4%

Financials

18.8%

Financials

14.2%

Health Care

15.9%

Health Care

12.3%

Materials

10.7%

Consumer Discretionary

10.1%

Industrials

7.6%

Industrials

7.7%

Effective with this report, industry classifications follow the MSCI/S&P Global Industry Classification Standard. This replaces the U.S. Standard Industrial Classification system that is being phased out. Prior period industry percentages reflect the new standard.

Semiannual Report

Fidelity Destiny Portfolios: Destiny I

Investments March 31, 2001 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 96.5%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 12.2%

Automobiles - 0.8%

Ford Motor Co.

929,200

$ 26,129,104

General Motors Corp.

192,600

9,986,310

36,115,414

Hotels Restaurants & Leisure - 0.7%

McDonald's Corp.

1,091,700

28,984,635

Wendy's International, Inc.

30,800

687,456

29,672,091

Household Durables - 1.1%

Kudelski SA (a)

8,850

6,602,050

Sony Corp. sponsored ADR

344,700

24,904,575

Tupperware Corp.

648,250

15,467,245

46,973,870

Media - 6.6%

AOL Time Warner, Inc. (a)

2,489,600

99,957,440

Charter Communications, Inc. Class A (a)

775,100

17,536,638

Comcast Corp. Class A (special) (a)

778,900

32,665,119

EchoStar Communications Corp. Class A (a)

457,090

12,655,679

Grupo Televisa SA de CV sponsored GDR (a)

359,100

11,997,531

Pegasus Communications Corp. (a)

422,050

9,707,150

RTL Group

224,065

12,587,792

TMP Worldwide, Inc. (a)

220,400

8,278,775

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

590,165

25,949,555

Vivendi Universal SA sponsored ADR

255,980

15,525,187

Walt Disney Co.

1,349,890

38,606,854

285,467,720

Multiline Retail - 1.8%

BJ's Wholesale Club, Inc. (a)

285,900

13,680,315

Wal-Mart Stores, Inc.

1,238,600

62,549,300

76,229,615

Specialty Retail - 0.5%

Best Buy Co., Inc. (a)

247,450

8,898,302

Gap, Inc.

582,400

13,814,528

22,712,830

Textiles & Apparel - 0.7%

The Swatch Group AG (Reg.)

69,700

15,050,365

Timberland Co. Class A (a)

173,180

8,797,544

Tommy Hilfiger Corp. (a)

653,800

8,401,330

32,249,239

TOTAL CONSUMER DISCRETIONARY

529,420,779

CONSUMER STAPLES - 10.0%

Beverages - 3.8%

Anheuser-Busch Companies, Inc.

847,700

38,934,861

Heineken NV

533,326

27,761,506

Shares

Value (Note 1)

PepsiCo, Inc.

713,500

$ 31,358,325

The Coca-Cola Co.

1,420,600

64,154,296

162,208,988

Food & Drug Retailing - 0.8%

CVS Corp.

236,000

13,803,640

Walgreen Co.

299,930

12,237,144

Whole Foods Market, Inc. (a)

255,000

10,741,875

36,782,659

Household Products - 1.2%

Procter & Gamble Co.

817,800

51,194,280

Personal Products - 1.8%

Alberto-Culver Co. Class B

553,410

21,948,241

Estee Lauder Companies, Inc. Class A

241,800

8,806,356

Gillette Co.

1,508,900

47,032,413

77,787,010

Tobacco - 2.4%

Philip Morris Companies, Inc.

2,154,970

102,253,327

TOTAL CONSUMER STAPLES

430,226,264

ENERGY - 8.8%

Energy Equipment & Services - 2.3%

Baker Hughes, Inc.

246,800

8,961,308

Global Marine, Inc. (a)

679,400

17,392,640

Halliburton Co.

744,100

27,345,675

Schlumberger Ltd. (NY Shares)

793,600

45,719,296

99,418,919

Oil & Gas - 6.5%

Amerada Hess Corp.

239,100

18,678,492

Chevron Corp.

479,600

42,108,880

Conoco, Inc. Class B

1,121,500

31,682,375

Devon Energy Corp.

298,700

17,384,340

Exxon Mobil Corp.

1,681,700

136,217,700

Phillips Petroleum Co.

675,870

37,206,644

283,278,431

TOTAL ENERGY

382,697,350

FINANCIALS - 15.8%

Banks - 4.1%

Astoria Financial Corp.

201,300

10,756,969

Bank of America Corp.

708,700

38,801,325

FleetBoston Financial Corp.

856,869

32,346,805

Golden State Bancorp, Inc.

387,700

10,809,076

Mellon Financial Corp.

579,600

23,485,392

Oversea-Chinese Banking Corp. Ltd.

679,000

4,400,055

PNC Financial Services Group, Inc.

99,600

6,747,900

Washington Mutual, Inc.

365,800

20,027,550

Wells Fargo & Co.

613,600

30,354,792

177,729,864

Diversified Financials - 7.5%

American Express Co.

1,136,400

46,933,320

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - continued

Diversified Financials - continued

Charles Schwab Corp.

508,500

$ 7,841,070

Citigroup, Inc.

1,861,866

83,746,733

Credit Saison Co. Ltd.

327,800

6,882,735

Fannie Mae

1,364,200

108,590,320

Freddie Mac

752,500

48,784,575

J.P. Morgan Chase & Co.

341,100

15,315,390

Nikko Securities Co. Ltd.

986,000

6,874,891

324,969,034

Insurance - 3.4%

AFLAC, Inc.

468,200

12,894,228

American International Group, Inc.

1,103,364

88,820,802

MetLife, Inc.

1,051,300

31,591,565

The Chubb Corp.

194,700

14,104,068

147,410,663

Real Estate - 0.8%

Equity Residential Properties Trust (SBI)

661,500

34,417,845

TOTAL FINANCIALS

684,527,406

HEALTH CARE - 18.2%

Biotechnology - 2.8%

Affymetrix, Inc. (a)

13,200

367,125

Alkermes, Inc. (a)

273,500

5,999,906

Amgen, Inc. (a)

281,800

16,960,838

Applera Corp. - Celera Genomics Group (a)

183,200

5,651,720

Cell Therapeutics, Inc. (a)

297,300

5,332,819

COR Therapeutics, Inc. (a)

266,500

5,996,250

CV Therapeutics, Inc. (a)

186,400

6,151,200

Genentech, Inc. (a)

161,200

8,140,600

Geneva Proteomics (c)

262,000

1,441,000

Human Genome Sciences, Inc. (a)

419,900

19,315,400

ImClone Systems, Inc. (a)

194,500

6,454,969

Millennium Pharmaceuticals, Inc. (a)

486,000

14,803,560

Protein Design Labs, Inc. (a)

227,400

10,119,300

QLT, Inc. (a)

218,600

4,424,427

Vertex Pharmaceuticals, Inc. (a)

104,400

3,823,650

XOMA Ltd. (a)

601,100

4,329,798

119,312,562

Health Care Equipment & Supplies - 1.5%

Caliper Technologies Corp. (a)

113,500

1,830,188

Luxottica Group Spa sponsored ADR

662,000

10,042,540

Medtronic, Inc.

791,500

36,203,210

Novoste Corp. (a)

525,700

9,232,606

Stryker Corp.

173,800

9,081,050

66,389,594

Health Care Providers & Services - 3.6%

Andrx Group (a)

228,500

11,196,500

HCA - The Healthcare Co.

1,720,900

69,300,643

Shares

Value (Note 1)

Health Management Associates, Inc.
Class A (a)

769,300

$ 11,962,615

Tenet Healthcare Corp.

1,465,170

64,467,480

156,927,238

Pharmaceuticals - 10.3%

Allergan, Inc.

161,600

11,982,640

ARIAD Pharmaceuticals, Inc. (a)

109,100

600,050

Bristol-Myers Squibb Co.

1,492,060

88,628,364

Cambridge Antibody Technology Group PLC

261,300

7,583,945

Elan Corp. PLC sponsored ADR (a)

479,800

25,069,550

Immunex Corp. (a)

386,532

5,532,239

Johnson & Johnson

244,000

21,342,680

Merck & Co., Inc.

1,717,510

130,359,009

Mylan Laboratories, Inc.

264,200

6,829,570

Pfizer, Inc.

2,633,125

107,826,469

Shire Pharmaceuticals Group PLC
sponsored ADR (a)

293,800

12,853,750

Watson Pharmaceuticals, Inc. (a)

470,200

24,732,520

443,340,786

TOTAL HEALTH CARE

785,970,180

INDUSTRIALS - 8.5%

Aerospace & Defense - 0.9%

Boeing Co.

481,300

26,813,223

Raytheon Co. Class A

356,200

10,401,040

37,214,263

Airlines - 0.4%

AMR Corp.

522,700

18,357,224

Commercial Services & Supplies - 0.6%

Automatic Data Processing, Inc.

408,300

22,203,354

Edison Schools, Inc. (a)

244,800

4,957,200

27,160,554

Electrical Equipment - 0.4%

Emerson Electric Co.

295,800

18,339,600

Industrial Conglomerates - 3.7%

General Electric Co.

3,813,700

159,641,482

Machinery - 1.3%

Deere & Co.

662,200

24,064,348

Illinois Tool Works, Inc.

318,100

18,080,804

Ingersoll-Rand Co.

309,200

12,278,332

54,423,484

Road & Rail - 1.2%

Canadian National Railway Co.

532,600

20,086,127

Union Pacific Corp.

541,200

30,442,500

50,528,627

TOTAL INDUSTRIALS

365,665,234

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - 18.5%

Communications Equipment - 2.0%

Cisco Systems, Inc. (a)

2,504,600

$ 39,603,988

Corning, Inc.

582,900

12,060,201

QUALCOMM, Inc. (a)

410,100

23,221,913

UTStarcom, Inc.

577,700

9,604,263

84,490,365

Computers & Peripherals - 5.4%

Apple Computer, Inc. (a)

717,100

15,826,397

Dell Computer Corp. (a)

1,407,200

36,147,450

EMC Corp. (a)

1,350,700

39,710,580

Gateway, Inc. (a)

476,900

8,016,689

Hewlett-Packard Co.

489,800

15,316,046

International Business Machines Corp.

718,000

69,057,240

Network Appliance, Inc. (a)

152,800

2,568,950

Sun Microsystems, Inc. (a)

3,029,400

46,561,878

233,205,230

Electronic Equipment & Instruments - 0.5%

Anritsu Corp.

370,000

6,156,406

Kyocera Corp.

66,700

6,169,750

SCI Systems, Inc. (a)

530,200

9,649,640

21,975,796

Office Electronics - 0.2%

Symbol Technologies, Inc.

268,100

9,356,690

Semiconductor Equipment & Products - 5.1%

Applied Materials, Inc. (a)

280,100

12,184,350

Applied Micro Circuits Corp. (a)

194,400

3,207,600

Chartered Semiconductor Manufacturing Ltd. ADR (a)

252,200

6,064,622

Flextronics International Ltd. (a)

671,200

10,068,000

Integrated Device Technology, Inc. (a)

328,800

9,735,768

Intel Corp.

3,265,500

85,923,469

International Rectifier Corp. (a)

407,600

16,507,800

LAM Research Corp. (a)

629,500

14,950,625

LTX Corp. (a)

751,800

14,049,263

Micron Technology, Inc. (a)

529,840

22,004,255

Texas Instruments, Inc.

893,400

27,677,532

222,373,284

Software - 5.3%

Adobe Systems, Inc.

380,600

13,309,582

Cadence Design Systems, Inc. (a)

374,000

6,915,260

Microsoft Corp. (a)

3,055,100

167,075,775

Oracle Corp. (a)

1,931,200

28,929,376

Siebel Systems, Inc. (a)

387,800

10,548,160

226,778,153

TOTAL INFORMATION TECHNOLOGY

798,179,518

MATERIALS - 0.6%

Chemicals - 0.4%

PPG Industries, Inc.

344,800

15,891,832

Shares

Value (Note 1)

Metals & Mining - 0.2%

Alcoa, Inc.

307,400

$ 11,051,030

TOTAL MATERIALS

26,942,862

TELECOMMUNICATION SERVICES - 1.6%

Diversified Telecommunication Services - 1.3%

AT&T Corp.

670,300

14,277,390

SBC Communications, Inc.

917,000

40,925,710

55,203,100

Wireless Telecommunication Services - 0.3%

AT&T Corp. - Wireless Group

401,000

7,691,180

Vodafone Group PLC

1,668,113

4,528,918

12,220,098

TOTAL TELECOMMUNICATION SERVICES

67,423,198

UTILITIES - 2.3%

Electric Utilities - 1.1%

American Electric Power Co., Inc.

243,420

11,440,740

Entergy Corp.

17,100

649,800

Southern Co.

1,057,800

37,118,202

49,208,742

Gas Utilities - 0.5%

NiSource, Inc.

693,300

21,575,496

Multi-Utilities - 0.7%

Enron Corp.

476,900

27,707,890

TOTAL UTILITIES

98,492,128

TOTAL COMMON STOCKS

(Cost $4,375,774,800)

4,169,544,919

Cash Equivalents - 6.0%

Fidelity Cash Central Fund, 5.22% (b)
(Cost $258,646,070)

258,646,070

258,646,070

TOTAL INVESTMENT PORTFOLIO - 102.5%

(Cost $4,634,420,870)

4,428,190,989

NET OTHER ASSETS - (2.5)%

(107,616,450)

NET ASSETS - 100%

$ 4,320,574,539

Legend

(a) Non-income producing

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

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

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Geneva Proteomics

7/7/00

$ 1,441,000

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $3,340,753,635 and $3,692,677,894, respectively.

The fund invested in securities that are not registered under the Securities Act of 1933. These securities are subject to legal or contractual restrictions on resale. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $1,441,000 or 0% of net assets.

Income Tax Information

At March 31, 2001, the aggregate cost of investment securities for income tax purposes was $4,722,482,471. Net unrealized depreciation aggregated $294,291,482, of which $651,167,131 related to appreciated investment securities and $945,458,613 related to depreciated investment securities.

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

Semiannual Report

Fidelity Destiny Portfolios: Destiny I

Financial Statements

Statement of Assets and Liabilities

March 31, 2001 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $107,723,789) (cost $4,634,420,870) - See accompanying schedule

$ 4,428,190,989

Receivable for investments sold

47,132,593

Receivable for fund shares sold

468,803

Dividends receivable

4,542,176

Interest receivable

1,093,554

Other receivables

23,304

Total assets

4,481,451,419

Liabilities

Payable for investments purchased

$ 46,100,038

Payable for fund shares redeemed

2,479,268

Accrued management fee

1,663,137

Distribution fees payable

939

Other payables and accrued expenses

34,598

Collateral on securities loaned, at value

110,598,900

Total liabilities

160,876,880

Net Assets

$ 4,320,574,539

Net Assets consist of:

Paid in capital

$ 5,000,876,543

Undistributed net investment income

7,036,444

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

(481,143,563)

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

(206,194,885)

Net Assets

$ 4,320,574,539

Class O:
Net Asset Value, offering price
and redemption price per share ($4,315,992,981 ÷ 323,302,598 shares)

$13.35

Class N:
Net Asset Value, offering price
and redemption price per share
($4,581,558 ÷ 346,441 shares)

$13.22

Statement of Operations

Six months ended March 31, 2001 (Unaudited)

Investment Income

Dividends

$ 21,438,600

Interest

3,728,356

Security lending

511,577

Total income

25,678,533

Expenses

Management fee
Basic fee

$ 11,681,553

Performance adjustment

(3,382,426)

Transfer agent fees

170,398

Distribution fees

4,872

Accounting and security lending fees

356,112

Custodian fees and expenses

94,194

Registration fees

14,885

Audit

27,490

Legal

10,740

Interest

10,165

Miscellaneous

6,676

Total expenses before reductions

8,994,659

Expense reductions

(996,331)

7,998,328

Net investment income

17,680,205

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(451,365,423)

Foreign currency transactions

94,114

(451,271,309)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(1,012,628,000)

Assets and liabilities in
foreign currencies

74,590

(1,012,553,410)

Net gain (loss)

(1,463,824,719)

Net increase (decrease) in net assets resulting from operations

$ (1,446,144,514)

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

Semiannual Report

Fidelity Destiny Portfolios: Destiny I
Financial Statements - continued

Statement of Changes in Net Assets

Six months ended
March 31, 2001
(Unaudited)

Year ended
September 30,
2000

Increase (Decrease) in Net Assets

Operations
Net investment income

$ 17,680,205

$ 56,734,083

Net realized gain (loss)

(451,271,309)

1,114,346,536

Change in net unrealized appreciation (depreciation)

(1,012,553,410)

(1,365,960,461)

Net increase (decrease) in net assets resulting from operations

(1,446,144,514)

(194,879,842)

Distributions to shareholders
From net investment income

(35,511,970)

(114,858,565)

From net realized gain

(1,034,192,675)

(897,912,414)

Total distributions

(1,069,704,645)

(1,012,770,979)

Share transactions - net increase (decrease)

712,069,469

354,594,496

Total increase (decrease) in net assets

(1,803,779,690)

(853,056,325)

Net Assets

Beginning of period

6,124,354,229

6,977,410,554

End of period (including undistributed net investment income of $7,036,444 and $26,831,597, respectively)

$ 4,320,574,539

$ 6,124,354,229

Financial Highlights - Class O

Six months ended
March 31, 2001

Years ended September 30,

(Unaudited)

2000

1999

1998

1997

1996

Selected Per-Share Data

Net asset value, beginning of period

$ 22.09

$ 26.54

$ 24.58

$ 25.08

$ 20.41

$ 18.78

Income from Investment Operations

Net investment income

.06 D

.20 D

.42 D

.44 D

.49 D

.45

Net realized and unrealized gain (loss)

(4.89)

(.77)

4.13

1.56

6.36

2.42

Total from investment operations

(4.83)

(.57)

4.55

2.00

6.85

2.87

Less Distributions

From net investment income

(.13)

(.44)

(.42)

(.47)

(.45)

(.43)

From net realized gain

(3.78)

(3.44)

(2.17)

(2.03)

(1.73)

(.81)

Total distributions

(3.91)

(3.88)

(2.59)

(2.50)

(2.18)

(1.24)

Net asset value, end of period

$ 13.35

$ 22.09

$ 26.54

$ 24.58

$ 25.08

$ 20.41

Total Return B, C

(24.42)%

(3.23)%

18.99%

8.72%

36.29%

16.04%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 4,315,993

$ 6,121,273

$ 6,977,155

$ 6,206,058

$ 5,960,742

$ 4,565,482

Ratio of expenses to average net assets

.34% A

.27%

.32%

.33%

.39%

.65%

Ratio of expenses to average net assets after
expense reductions

.31% A, E

.25% E

.31% E

.33%

.38% E

.65%

Ratio of net investment income to average net assets

.68% A

.85%

1.55%

1.71%

2.20%

2.40%

Portfolio turnover

131% A

145%

36%

27%

32%

42%

A Annualized

B The total returns would have been lower had certain expenses not been reduced during the periods shown.

C Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans and for periods of less than one year are not annualized.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

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

Semiannual Report

Fidelity Destiny Portfolios: Destiny I
Financial Statements - continued

Financial Highlights - Class N

Six months ended
March 31, 2001

Years ended September 30,

(Unaudited)

2000

1999 E

Selected Per-Share Data

Net asset value, beginning of period

$ 21.90

$ 26.45

$ 27.76

Income from Investment Operations

Net investment income (loss) D

(.02)

(.01)

.08

Net realized and unrealized gain (loss)

(4.84)

(.74)

(1.39)

Total from investment operations

(4.86)

(.75)

(1.31)

Less Distributions

From net investment income

(.04)

(.36)

-

From net realized gain

(3.78)

(3.44)

-

Total distributions

(3.82)

(3.80)

-

Net asset value, end of period

$ 13.22

$ 21.90

$ 26.45

Total Return B, C

(24.74)%

(3.98)%

(4.72)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 4,582

$ 3,081

$ 256

Ratio of expenses to average net assets

1.23% A

1.14%

1.18% A

Ratio of expenses to average net assets after expense reductions

1.19% A, F

1.12% F

1.17% A, F

Ratio of net investment income (loss) to average net assets

(.21)% A

(.02)%

.68% A

Portfolio turnover

131% A

145%

36%

A Annualized

B The total returns would have been lower had certain expenses not been reduced during the periods shown.

C Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans and for periods of less than one year are not annualized.

D Net investment income (loss) per share has been calculated based on average shares outstanding during the period.

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

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

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

Semiannual Report

Fidelity Destiny Portfolios: Destiny II

Investments March 31, 2001

Showing Percentage of Net Assets

Common Stocks - 92.8%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 7.4%

Automobiles - 0.9%

Ford Motor Co.

1,525,000

$ 42,883,000

Household Durables - 0.6%

Sony Corp.

370,000

26,732,499

Internet & Catalog Retail - 0.1%

Amazon.com, Inc. (a)

600,000

6,138,000

Media - 3.2%

Clear Channel Communications, Inc. (a)

1,075,000

58,533,750

Omnicom Group, Inc.

200,000

16,576,000

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

1,825,230

80,255,363

155,365,113

Multiline Retail - 2.1%

BJ's Wholesale Club, Inc. (a)

1,075,000

51,438,750

Wal-Mart Stores, Inc.

1,050,000

53,025,000

104,463,750

Specialty Retail - 0.4%

Home Depot, Inc.

400,000

17,240,000

PETsMART, Inc. (a)

500,000

2,000,000

19,240,000

Textiles & Apparel - 0.1%

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

268,500

6,444,000

TOTAL CONSUMER DISCRETIONARY

361,266,362

CONSUMER STAPLES - 6.2%

Beverages - 0.8%

The Coca-Cola Co.

914,500

41,298,820

Food Products - 1.3%

Quaker Oats Co.

525,000

50,951,250

Smithfield Foods, Inc. (a)

350,000

11,375,000

62,326,250

Tobacco - 4.1%

Philip Morris Companies, Inc.

3,000,000

142,350,000

UST, Inc.

1,850,000

55,592,500

197,942,500

TOTAL CONSUMER STAPLES

301,567,570

ENERGY - 2.9%

Oil & Gas - 2.9%

BP Amoco PLC sponsored ADR

307,812

15,273,631

Exxon Mobil Corp.

1,549,766

125,531,046

140,804,677

FINANCIALS - 18.5%

Banks - 2.4%

FleetBoston Financial Corp.

1,375,000

51,906,250

Shares

Value (Note 1)

Mellon Financial Corp.

650,000

$ 26,338,000

PNC Financial Services Group, Inc.

600,000

40,650,000

118,894,250

Diversified Financials - 11.5%

American Express Co.

500,000

20,650,000

Citigroup, Inc.

1,699,933

76,462,986

Daiwa Securities Group, Inc.

5,250,000

49,376,037

Fannie Mae

1,950,000

155,220,000

Freddie Mac

1,925,000

124,797,750

J.P. Morgan Chase & Co.

1,025,000

46,022,500

Merrill Lynch & Co., Inc.

391,000

21,661,400

Nikko Securities Co. Ltd.

5,450,000

38,000,156

Nomura Securities Co. Ltd.

1,475,000

26,295,459

558,486,288

Insurance - 4.6%

American International Group, Inc.

2,252,881

181,356,921

Fidelity National Financial, Inc.

750,000

20,077,500

First American Corp.

875,000

22,750,000

224,184,421

TOTAL FINANCIALS

901,564,959

HEALTH CARE - 15.9%

Biotechnology - 4.3%

Affymetrix, Inc. (a)

23,000

639,688

Amgen, Inc. (a)

835,000

50,256,563

COR Therapeutics, Inc. (a)

710,900

15,995,250

Genentech, Inc. (a)

550,000

27,775,000

Geneva Proteomics (f)

255,000

1,402,500

Human Genome Sciences, Inc. (a)

1,025,000

47,150,000

ImClone Systems, Inc. (a)

116,800

3,876,300

Millennium Pharmaceuticals, Inc. (a)

1,275,000

38,836,500

Protein Design Labs, Inc. (a)

93,000

4,138,500

Vertex Pharmaceuticals, Inc. (a)

545,800

19,989,925

210,060,226

Health Care Equipment & Supplies - 2.5%

Align Technology, Inc.

359,400

2,605,650

Biomet, Inc.

1,249,925

49,235,327

Guidant Corp. (a)

1,505,000

67,709,950

119,550,927

Health Care Providers & Services - 1.7%

Cardinal Health, Inc.

844,954

81,749,300

Pharmaceuticals - 7.4%

Bristol-Myers Squibb Co.

3,390,872

201,417,797

Eli Lilly & Co.

975,000

74,743,500

Immunex Corp. (a)

1,000,000

14,312,500

Merck & Co., Inc.

500,000

37,950,000

Pfizer, Inc.

550,000

22,522,500

Schering-Plough Corp.

300,000

10,959,000

361,905,297

TOTAL HEALTH CARE

773,265,750

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIALS - 7.6%

Aerospace & Defense - 0.5%

Newport News Shipbuilding, Inc.

475,000

$ 23,227,500

Commercial Services & Supplies - 0.8%

Avery Dennison Corp.

775,000

40,315,500

Industrial Conglomerates - 5.5%

General Electric Co.

6,317,000

264,429,617

Machinery - 0.8%

Caterpillar, Inc.

625,000

27,737,500

Manitowoc Co., Inc.

472,400

11,715,520

39,453,020

TOTAL INDUSTRIALS

367,425,637

INFORMATION TECHNOLOGY - 20.1%

Communications Equipment - 2.0%

Brocade Communications Systems, Inc. (a)

1,675,000

34,990,750

CIENA Corp. (a)

552,100

23,050,175

Cisco Systems, Inc. (a)

2,300,000

36,368,750

Redback Networks, Inc. (a)

220,800

2,888,064

97,297,739

Computers & Peripherals - 5.5%

Dell Computer Corp. (a)

4,300,000

110,456,250

EMC Corp. (a)

75,000

2,205,000

Hutchinson Technology, Inc. (a)(d)

1,516,800

22,657,200

Lexmark International, Inc. Class A (a)

1,240,200

56,453,904

Maxtor Corp. (a)

3,250,000

22,750,000

Sun Microsystems, Inc. (a)

1,550,000

23,823,500

Western Digital Corp. (a)

5,750,000

27,370,000

265,715,854

Electronic Equipment & Instruments - 1.5%

Arrow Electronics, Inc. (a)

600,000

13,560,000

Ingram Micro, Inc. Class A (a)(d)

4,475,000

60,412,500

73,972,500

Internet Software & Services - 1.9%

Interwoven, Inc. (a)

373,600

3,759,350

VeriSign, Inc. (a)

1,400,000

49,612,500

Vignette Corp. (a)

2,512,300

16,172,931

Yahoo!, Inc. (a)

1,275,000

20,081,250

89,626,031

Semiconductor Equipment & Products - 0.1%

LAM Research Corp. (a)

50,000

1,187,500

Micron Technology, Inc. (a)

125,000

5,191,250

6,378,750

Software - 9.1%

Cadence Design Systems, Inc. (a)

1,600,000

29,584,000

Shares

Value (Note 1)

Computer Associates International, Inc.

2,079,400

$ 56,559,680

Electronic Arts, Inc. (a)

500,000

27,125,000

Great Plains Software, Inc. (a)

275,000

16,860,938

i2 Technologies, Inc. (a)

150,000

2,175,000

Microsoft Corp. (a)

4,525,000

247,460,938

NVIDIA Corp. (a)

425,000

27,591,797

Siebel Systems, Inc. (a)

200,000

5,440,000

VERITAS Software Corp. (a)

625,000

28,900,000

441,697,353

TOTAL INFORMATION TECHNOLOGY

974,688,227

MATERIALS - 10.7%

Chemicals - 1.5%

Dow Chemical Co.

1,550,000

48,933,500

Lyondell Chemical Co.

1,495,000

21,483,150

70,416,650

Construction Materials - 1.4%

Florida Rock Industries, Inc.

549,900

21,699,054

Martin Marietta Materials, Inc.

1,075,000

45,902,500

67,601,554

Metals & Mining - 5.6%

Alcan, Inc.

1,500,000

53,819,555

Alcoa, Inc.

2,135,000

76,753,250

Allegheny Technologies, Inc.

1,225,000

21,327,250

Bethlehem Steel Corp. (a)(d)

7,400,000

17,908,000

Homestake Mining Co.

3,475,500

18,281,130

Nucor Corp.

1,325,000

53,092,750

Phelps Dodge Corp.

821,000

32,987,780

274,169,715

Paper & Forest Products - 2.2%

Bowater, Inc.

1,112,800

52,746,720

International Paper Co.

1,475,000

53,218,000

105,964,720

TOTAL MATERIALS

518,152,639

TELECOMMUNICATION SERVICES - 3.5%

Diversified Telecommunication Services - 3.5%

AT&T Corp.

2,675,000

56,977,500

BellSouth Corp.

1,600,000

65,472,000

SBC Communications, Inc.

1,100,000

49,093,000

TeraBeam Networks (a)(f)

19,200

72,000

171,614,500

TOTAL COMMON STOCKS

(Cost $4,266,379,815)

4,510,350,321

Convertible Preferred Stocks - 0.0%

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - 0.0%

Communications Equipment - 0.0%

Chorum Technologies Series E (a)(f)
(Cost $465,480)

27,000

$ 465,480

Corporate Bonds - 0.6%

Moody's Ratings
(unaudited)

Principal Amount

CONVERTIBLE BONDS - 0.5%

FINANCIALS - 0.3%

Diversified Financials - 0.3%

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

Baa3

$ 19,620,000

15,577,103

INFORMATION TECHNOLOGY - 0.2%

Semiconductor Equipment & Products - 0.2%

Vitesse Semiconductor Corp. 4% 3/15/05

B2

9,940,000

7,355,600

Software - 0.0%

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

-

1,525,000

1,723,250

TOTAL INFORMATION TECHNOLOGY

9,078,850

TOTAL CONVERTIBLE BONDS

24,655,953

NONCONVERTIBLE BONDS - 0.1%

CONSUMER DISCRETIONARY - 0.1%

Internet & Catalog Retail - 0.1%

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

Caa1

5,000,000

2,800,000

TOTAL CORPORATE BONDS

(Cost $23,352,000)

27,455,953

Cash Equivalents - 6.6%

Shares

Fidelity Cash Central Fund, 5.22% (b)
(Cost $320,934,750)

320,934,750

320,934,750

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $4,611,132,045)

4,859,206,504

NET OTHER ASSETS - 0.0%

1,672,402

NET ASSETS - 100%

$ 4,860,878,906

Legend

(a) Non-income producing

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

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

(d) Affiliated company

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

Affiliate

Purchase
Cost

Sales
Cost

Dividend
Income

Value

Bethlehem Steel Corp.

$ 1,755,523

$ -

$ -

$ 17,908,000

Hutchinson Technology, Inc.

4,120,659

-

-

22,657,200

Ingram Micro, Inc. Class A

7,938,234

-

-

60,412,500

TOTALS

$ 13,814,416

$ -

$ -

$ 100,977,700

(e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $17,300,353 or 0.4% of net assets.

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

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Chorum Technologies Series E

9/19/00

$ 465,480

Geneva Proteomics

7/7/00

$ 1,402,500

TeraBeam Networks

4/7/00

$ 72,000

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $4,351,307,948 and $4,382,775,359, respectively.

The fund invested in securities that are not registered under the Securities Act of 1933. These securities are subject to legal or contractual restrictions on resale. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $1,939,980 or 0% of net assets.

Income Tax Information

At March 31, 2001, the aggregate cost of investment securities for income tax purposes was $4,656,331,565. Net unrealized appreciation aggregated $202,874,939, of which $704,642,639 related to appreciated investment securities and $501,767,700 related to depreciated investment securities.

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

Semiannual Report

Fidelity Destiny Portfolios: Destiny II

Financial Statements

Statement of Assets and Liabilities

March 31, 2001 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $120,022,700) (cost $4,611,132,045) - See accompanying schedule

$ 4,859,206,504

Receivable for investments sold

173,162,333

Receivable for fund shares sold

616,009

Dividends receivable

5,465,560

Interest receivable

2,322,485

Other receivables

14,605

Total assets

5,040,787,496

Liabilities

Payable for investments purchased

$ 49,832,252

Payable for fund shares redeemed

1,956,834

Accrued management fee

2,391,650

Distribution fees payable

5,306

Other payables and accrued expenses

448,548

Collateral on securities loaned, at value

125,274,000

Total liabilities

179,908,590

Net Assets

$ 4,860,878,906

Net Assets consist of:

Paid in capital

$ 4,927,138,541

Undistributed net investment income

9,620,089

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

(323,844,581)

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

247,964,857

Net Assets

$ 4,860,878,906

Class O:
Net Asset Value, offering price
and redemption price per share ($4,835,044,638
÷ 445,330,806 shares)

$10.86

Class N:
Net Asset Value, offering price and
redemption price per share
($25,834,268
÷ 2,408,320 shares)

$10.73

Statement of Operations

Six months ended March 31, 2001 (Unaudited)

Investment Income

Dividends

$ 23,822,231

Interest

7,224,307

Security lending

547,269

Total income

31,593,807

Expenses

Management fee
Basic fee

$ 16,135,622

Performance adjustment

(175,545)

Transfer agent fees

184,485

Distribution fees

28,625

Accounting and security lending fees

382,743

Custodian fees and expenses

91,901

Registration fees

19,885

Audit

22,600

Legal

11,166

Miscellaneous

13,081

Total expenses before reductions

16,714,563

Expense reductions

(956,377)

15,758,186

Net investment income

15,835,621

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

(112,116,816)

Foreign currency transactions

(49,202)

(112,166,018)

Change in net unrealized appreciation (depreciation) on:

Investment securities

(1,319,553,496)

Assets and liabilities in
foreign currencies

(93,461)

(1,319,646,957)

Net gain (loss)

(1,431,812,975)

Net increase (decrease) in net assets resulting from operations

$ (1,415,977,354)

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

Semiannual Report

Fidelity Destiny Portfolios: Destiny II
Financial Statements - continued

Statement of Changes in Net Assets

Six months ended
March 31, 2001
(Unaudited)

Year ended
September 30,
2000

Increase (Decrease) in Net Assets

Operations
Net investment income

$ 15,835,621

$ 22,490,888

Net realized gain (loss)

(112,166,018)

532,374,207

Change in net unrealized appreciation (depreciation)

(1,319,646,957)

508,078,196

Net increase (decrease) in net assets resulting from operations

(1,415,977,354)

1,062,943,291

Distributions to shareholders
From net investment income

(31,117,473)

(39,217,077)

From net realized gain

(490,364,963)

(509,476,717)

In excess of net realized gain

(211,678,563)

-

Total distributions

(733,160,999)

(548,693,794)

Share transactions - net increase (decrease)

747,849,129

520,091,432

Total increase (decrease) in net assets

(1,401,289,224)

1,034,340,929

Net Assets

Beginning of period

6,262,168,130

5,227,827,201

End of period (including undistributed net investment income of $9,620,089 and $25,557,974, respectively)

$ 4,860,878,906

$ 6,262,168,130

Financial Highlights - Class O

Six months ended
March 31, 2001

Years ended September 30,

(Unaudited)

2000

1999

1998

1997

1996 F

Selected Per-Share Data

Net asset value, beginning of period

$ 16.13

$ 14.76

$ 14.07

$ 14.40

$ 11.61

$ 10.57

Income from Investment Operations

Net investment income

.04 D

.06 D

.12 D

.18 D

.27 D

.24

Net realized and unrealized gain (loss)

(3.43)

2.85

3.73

.71

3.52

1.34

Total from investment operations

(3.39)

2.91

3.85

.89

3.79

1.58

Less Distributions

From net investment income

(.08)

(.11)

(.12)

(.25)

(.25)

(.22)

From net realized gain

(1.26)

(1.43)

(3.04)

(.97)

(.75)

(.32)

In excess of net realized gain

(.54)

-

-

-

-

-

Total distributions

(1.88)

(1.54)

(3.16)

(1.22)

(1.00)

(.54)

Net asset value, end of period

$ 10.86

$ 16.13

$ 14.76

$ 14.07

$ 14.40

$ 11.61

Total Return B, C

(22.51)%

20.25%

30.06%

6.64%

34.72%

15.43%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 4,835,045

$ 6,242,943

$ 5,226,303

$ 3,969,409

$ 3,609,144

$ 2,538,407

Ratio of expenses to average net assets

.60% A

.58%

.48%

.48%

.54%

.78%

Ratio of expenses to average net assets after
expense reductions

.56% A, E

.56% E

.47% E

.48%

.53% E

.78%

Ratio of net investment income to average net assets

.57% A

.37%

.79%

1.23%

2.11%

2.38%

Portfolio turnover

163% A

113%

77%

106%

35%

37%

A Annualized

B The total returns would have been lower had certain expenses not been reduced during the periods shown.

C Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans and for periods of less than one year are not annualized.

D Net investment income per share has been calculated based on average shares outstanding during the period.

E FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

F Per-share data have been adjusted for a 3 for 1 share split paid June 21, 1996.

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

Semiannual Report

Fidelity Destiny Portfolios: Destiny II
Financial Statements - continued

Financial Highlights - Class N

Six months ended
March 31, 2001

Years ended September 30,

(Unaudited)

2000

1999 E

Selected Per-Share Data

Net asset value, beginning of period

$ 15.94

$ 14.72

$ 15.35

Income from Investment Operations

Net investment income (loss) D

(.02)

(.08)

.00

Net realized and unrealized gain (loss)

(3.39)

2.83

(.63)

Total from investment operations

(3.41)

2.75

(.63)

Less Distributions

From net investment income

-

(.10)

-

From net realized gain

(1.26)

(1.43)

-

In excess of net realized gain

(.54)

-

-

Total distributions

(1.80)

(1.53)

-

Net asset value, end of period

$ 10.73

$ 15.94

$ 14.72

Total Return B, C

(22.86)%

19.13%

(4.10)%

Ratios and Supplemental Data

Net assets, end of period (000 omitted)

$ 25,834

$ 19,225

$ 1,524

Ratio of expenses to average net assets

1.48% A

1.45%

1.35% A

Ratio of expenses to average net assets after expense reductions

1.44% A, F

1.43% F

1.33% A, F

Ratio of net investment income (loss) to average net assets

(.31)% A

(.51)%

(.07)% A

Portfolio turnover

163% A

113%

77%

A Annualized

B The total returns would have been lower had certain expenses not been reduced during the periods shown.

C Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans and for periods of less than one year are not annualized.

D Net investment income (loss) per share has been calculated based on average shares outstanding during the period.

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

F FMR or the fund has entered into varying arrangements with third parties who either paid or reduced a portion of the class' expenses.

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

Semiannual Report

Notes to Financial Statements

For the period ended March 31, 2001 (Unaudited)

1. Significant Accounting Policies.

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

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

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

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

Foreign Currency Translation. The accounting records of the funds are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the prevailing rates of exchange at period end. Purchases and sales of securities, income receipts and expense payments are translated into U.S. dollars at the prevailing exchange rate on the respective dates of the transactions.

Net realized gains and losses on foreign currency transactions represent net gains and losses from sales and maturities of foreign currency contracts, disposition of foreign currencies, the difference between the amount of net investment income accrued and the U.S. dollar amount actually received, and gains and losses between trade and settlement date on purchases and sales of securities. The effects of changes in foreign currency exchange rates on investments in securities are included with the net realized and unrealized gain or loss on investment securities.

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

Investment Income. Dividend income is recorded on the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income is accrued as earned. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

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

Income and capital gain distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences, which may result in distribution reclassifications, are primarily due to differing treatments for litigation proceeds, foreign currency transactions, certain foreign taxes, passive foreign investment companies (PFIC), market discount, contingent interest, non-taxable dividends and losses deferred due to wash sales transactions. The fund also utilized earnings and profits distributed to shareholders on redemption of shares as a part of the dividends paid deduction for income tax purposes.

Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to paid in capital. Undistributed net investment income and accumulated undistributed net realized gain (loss) on investments and foreign currency transactions may include temporary book and tax basis differences which will reverse in a subsequent period. Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions may include temporary book and tax basis differences which will reverse in a subsequent period. Any taxable income or gain remaining at fiscal year end is distributed in the following year.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

2. Operating Policies.

Foreign Currency Contracts. The funds may use use foreign currency contracts to facilitate transactions in foreign-denominated securities. Losses may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms. The U.S. dollar value of foreign currency contracts is determined using contractual currency exchange rates established at the time of each trade.

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

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

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

3. Purchases and Sales of Investments.

Information regarding purchases and sales of securities (other than short-term securities), is included under the caption "Other Information" at the end of each applicable fund's schedule of investments.

4. Fees and Other Transactions with Affiliates.

Management Fee. As each fund's investment adviser, FMR receives a monthly basic fee that is calculated on the basis of a group fee rate plus a fixed individual fund fee rate applied to the average net assets of each fund. The group fee rate is the weighted average of a series of rates and is based on the monthly average net assets of all the mutual funds advised by FMR. The rates ranged from .2167% to .5200% for the period. The annual individual fund fee rate is .17% and .30% for the Destiny I and Destiny II funds, respectively. In the event that these rates were lower than the contractual rates in effect during the period, FMR voluntarily implemented the above rates, as they resulted in the same or a lower management fee. The basic fee was subject to a performance adjustment (up to a maximum of -.24% of each fund's average net assets up to and including $100,000,000 and -.20% of each fund's average net assets in excess of $100,000,000 over the performance period) based on each fund's investment performance as compared to the appropriate index over a specified period of time. For the period, the management fees were equivalent to annualized rates of .32% and .57%, respectively of average net assets after the performance adjustment for the Destiny I and Destiny II funds, respectively. Effective July 1, 1999, each fund's performance adjustment was phased out over an 18 month period. During the phase out period the performance adjustment could decrease, but not increase, the management fee owed by the funds. After December 31, 2000, no performance adjustment was applied to the basic fee.

Sub-Adviser Fee. FMR Co., Inc. (FMRC) serves as sub-adviser for the funds. FMRC is an affiliate of FMR and receives a fee from FMR of 50% of the management fee payable to FMR with respect to that portion of the funds assets that are managed by FMRC.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Board of Trustees has adopted a Distribution and Service Plan (the Plan) for Class N for each fund. During the period, Class N paid Fidelity Distributors Corporation (FDC), an affiliate of FMR, a service fee based on an annual (annualized) rate of .25% of Class N's average net assets pursuant to the Plan. For the period, Class N paid FDC the following amounts:

Paid to FDC

Destiny I

$ 4,872

Destiny II

$ 28,625

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

Destiny I

Amount

% of
Average
Net Assets

Class O

$ 158,034

.01*

Class N

12,364

.63*

$ 170,398

Destiny II

Amount

% of
Average
Net Assets

Class O

$ 112,424

.00*

Class N

72,061

.63*

$ 184,485

* Annualized

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

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

Fidelity Cash Central Fund. Pursuant to an Exemptive Order issued by the SEC, the funds may invest in the Fidelity Cash Central Fund (the Cash Fund) managed by Fidelity Investments Money Management, Inc., an affiliate of FMR. The Cash Fund is an open-end money market fund available only to investment companies and other accounts managed by FMR and its affiliates. The Cash Fund seeks preservation of capital, liquidity, and current income and does not pay a management fee. Income distributions from the Cash Fund are declared daily and paid monthly from net investment income. Income distributions earned by the funds are recorded as either interest income or security lending income in the accompanying financial statements.

Brokerage Commissions. The funds placed a portion of their portfolio transactions with brokerage firms which are affiliates of FMR. The commissions paid to these affiliated firms for Destiny I and Destiny II were $295,368 and $278,937, respectively for the period.

5. Committed Line of Credit.

The funds participate with other funds managed by FMR in a $3.475 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The funds have agreed to pay commitment fees on their pro rata portion of the line of credit. During the period, the funds had no borrowings on this line of credit.

6. Security Lending.

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

7. Bank Borrowings.

The funds are permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions. The funds have established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. For Destiny I, the average daily loan balance during the period for which the loan was outstanding amounted to $21,068,000. The weighted average interest rate was 5.79%. At period end there were no bank borrowings outstanding.

8. Expense Reductions.

FMR has directed certain portfolio trades to brokers who paid a portion of the funds' expenses. For the period, each fund's expenses were reduced by $986,783 and $951,624 under this arrangement for Destiny I and Destiny II, respectively.

In addition, through arrangements with the funds' custodian and each class' transfer agent, credits realized as a result of uninvested cash balances were used to reduce a portion of expenses. During the period, Destiny II's custodian fees were reduced by $1,926 under the custodian arrangement and each applicable class' expenses were reduced as follows under the transfer agent arrangements:

Destiny I

Transfer
Agent
Credits

Class O

$ 9,548

Destiny II

Transfer
Agent
Credits

Class O

$ 2,827

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Destiny I

Six months ended March 31,
2001

Year ended
September 30,
2000

From net investment income

Class O

$ 35,504,097

$ 114,852,495

Class N

7,873

6,070

Total

$ 35,511,970

$ 114,858,565

From net realized gain

Class O

$ 1,033,475,114

$ 897,856,524

Class N

717,561

55,890

Total

$ 1,034,192,675

$ 897,912,414

$ 1,069,704,645

$ 1,012,770,979

Destiny II

Six months ended March 31,
2001

Year ended
September 30,
2000

From net investment income

Class O

$ 31,117,473

$ 39,189,835

Class N

-

27,242

Total

$ 31,117,473

$ 39,217,077

From net realized gain

Class O

$ 488,437,910

$ 509,166,630

Class N

1,927,053

310,087

Total

$ 490,364,963

$ 509,476,717

In excess of net realized gain

Class O

$ 210,846,701

$ -

Class N

831,862

-

Total

$ 211,678,563

$ -

$ 733,160,999

$ 548,693,794

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

10. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Destiny I

Six months ended March 31,

Year ended September 30,

Six months ended March 31,

Year ended September 30,

2001

2000

2001

2000

Class O
Shares sold

5,442,279

10,121,533

$ 91,516,395

$ 247,091,425

Reinvestment of distributions

57,186,468

36,918,705

892,108,667

880,880,397

Shares redeemed

(16,393,063)

(32,842,158)

(274,914,239)

(776,372,755)

Net increase (decrease)

46,235,684

14,198,080

$ 708,710,823

$ 351,599,067

Class N
Shares sold

170,755

135,884

$ 2,828,946

$ 3,103,245

Reinvestment of distributions

46,621

2,602

721,700

59,465

Shares redeemed

(11,668)

(7,425)

(192,000)

(167,281)

Net increase (decrease)

205,708

131,061

$ 3,358,646

$ 2,995,429

Shares

Dollars

Destiny II

Six months ended March 31,

Year ended September 30,

Six months ended March 31,

Year ended September 30,

2001

2000

2001

2000

Class O
Shares sold

16,421,886

45,411,519

$ 215,563,648

$ 716,733,769

Reinvestment of distributions

56,256,759

34,359,293

700,396,823

527,413,256

Shares redeemed

(14,295,058)

(46,803,164)

(183,456,145)

(741,499,830)

Net increase (decrease)

58,383,587

32,967,648

$ 732,504,326

$ 502,647,195

Class N
Shares sold

1,038,183

1,137,584

$ 13,340,399

$ 18,003,674

Reinvestment of distributions

223,067

22,042

2,750,420

336,797

Shares redeemed

(59,143)

(56,991)

(746,016)

(896,234)

Net increase (decrease)

1,202,107

1,102,635

$ 15,344,803

$ 17,444,237

11. Transactions with Affiliated Companies.

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

Semiannual Report

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Semiannual Report

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

82 Devonshire Street,
Boston, Massachusetts 02109

INVESTMENT ADVISER

Fidelity Management & Research Company
Boston, MA

INVESTMENT SUB-ADVISERS

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

OFFICERS

Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
Abigail P. Johnson, Vice President
Karen Firestone, Vice President (Destiny I)
Adam Hetnarski, Vice President (Destiny II)
Eric D. Roiter, Secretary
Robert A. Dwight, Treasurer
Maria F. Dwyer, Deputy Treasurer
John H. Costello, Assistant Treasurer
Thomas J. Simpson, Assistant Treasurer

BOARD OF TRUSTEES

J. Michael Cook *
Ralph F. Cox *
Phyllis Burke Davis *
Robert M. Gates *
Edward C. Johnson 3d
Donald J. Kirk *
Marie L. Knowles *
Ned C. Lautenbach *
Peter S. Lynch
Marvin L. Mann *
William O. McCoy *
Robert C. Pozen

ADVISORY BOARD

William S. Stavropoulos

GENERAL DISTRIBUTOR

Fidelity Distributors Corporation
Boston, MA

TRANSFER AND SHAREHOLDER
SERVICING AGENT

Fidelity Service Company, Inc.
Boston, MA

CUSTODIAN

State Street Bank and Trust Company
Boston, MA

* Independent trustees

(recycle logo)

6i-133365

DESO-SANN-0501
1.702317.103