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

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-1796

Fidelity Destiny Portfolios
(Exact name of registrant as specified in charter)

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

Eric D. Roiter, Secretary

82 Devonshire St.

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

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

Date of fiscal year end:	September 30
Date of reporting period:	June 30, 2006

Item 1. Schedule of Investments

Quarterly Holdings Report

for

Fidelity ® Advisor Diversified Stock Fund
(formerly Advisor Destiny I Fund)

Class A
Class T
Class B
Class C
Institutional Class

June 30, 2006

ADESI-QTLY-0806

1.833433.100

Investments June 30, 2006 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.9%
	Shares		Value
CONSUMER DISCRETIONARY - 13.9%
Diversified Consumer Services - 1.9%
Apollo Group, Inc. Class A (a)	1,051,259		$ 54,318,553
Bright Horizons Family Solutions, Inc. (a)	425,700		16,044,633
			70,363,186
Hotels, Restaurants & Leisure - 1.2%
Carnival Corp. unit	563,000		23,499,620
Red Robin Gourmet Burgers, Inc. (a)	450,000		19,152,000
			42,651,620
Household Durables - 0.9%
D.R. Horton, Inc.	573,749		13,666,701
KB Home	131,100		6,010,935
Ryland Group, Inc.	164,100		7,149,837
Standard Pacific Corp.	306,975		7,889,258
			34,716,731
Media - 1.5%
Clear Channel Communications, Inc.	895,700		27,721,915
Clear Channel Outdoor Holding, Inc. Class A	248,100		5,200,176
McGraw-Hill Companies, Inc.	466,495		23,432,044
			56,354,135
Multiline Retail - 0.7%
Target Corp.	500,000		24,435,000
Specialty Retail - 7.7%
Aeropostale, Inc. (a)	332,700		9,611,703
Best Buy Co., Inc.	1,021,537		56,021,089
Chico's FAS, Inc. (a)	587,500		15,850,750
Home Depot, Inc.	4,253,940		152,248,513
Staples, Inc.	1,801,900		43,822,208
			277,554,263
TOTAL CONSUMER DISCRETIONARY			506,074,935
CONSUMER STAPLES - 4.2%
Food & Staples Retailing - 3.5%
CVS Corp.	855,600		26,266,920
Wal-Mart Stores, Inc.	2,111,800		101,725,406
			127,992,326
Food Products - 0.7%
Nestle SA (Reg.)	76,928		24,163,887
TOTAL CONSUMER STAPLES			152,156,213
ENERGY - 13.8%
Energy Equipment & Services - 6.1%
Baker Hughes, Inc.	207,800		17,008,430
GlobalSantaFe Corp.	206,800		11,942,700
Halliburton Co.	676,100		50,173,381
National Oilwell Varco, Inc. (a)	332,100		21,028,572
Noble Corp.	336,800		25,064,656
Schlumberger Ltd. (NY Shares)	978,200		63,690,602
	Shares		Value
Smith International, Inc.	322,000		$ 14,319,340
Weatherford International Ltd. (a)	393,600		19,530,432
			222,758,113
Oil, Gas & Consumable Fuels - 7.7%
Apache Corp.	421,700		28,781,025
ConocoPhillips	1,129,600		74,022,688
Forest Oil Corp. (a)	345,000		11,440,200
Hess Corp.	322,000		17,017,700
Mariner Energy, Inc. (a)	279,208		5,129,051
Occidental Petroleum Corp.	421,000		43,173,550
Peabody Energy Corp.	477,806		26,637,685
Valero Energy Corp.	649,700		43,218,044
XTO Energy, Inc.	635,200		28,120,304
			277,540,247
TOTAL ENERGY			500,298,360
FINANCIALS - 23.2%
Capital Markets - 1.1%
AP Alternative Assets L.P. Restricted Depositary Units (a)(e)	545,800		10,916,000
KKR Private Equity Investors, L.P. Restricted Depositary Units (f)	533,100		11,861,475
UBS AG (NY Shares)	159,900		17,541,030
			40,318,505
Commercial Banks - 3.0%
Erste Bank der Oesterreichischen Sparkassen AG	316,500		17,814,139
HSBC Holdings PLC sponsored ADR	305,000		26,946,750
Standard Chartered PLC (United Kingdom)	759,398		18,539,988
Wachovia Corp.	854,600		46,216,768
			109,517,645
Diversified Financial Services - 6.0%
African Bank Investments Ltd.	1,843,215		7,195,479
Bank of America Corp.	3,560,900		171,279,290
JPMorgan Chase & Co.	922,100		38,728,200
			217,202,969
Insurance - 13.1%
ACE Ltd.	1,630,170		82,470,300
AMBAC Financial Group, Inc.	266,400		21,605,040
American International Group, Inc.	3,699,564		218,459,254
Hartford Financial Services Group, Inc.	498,700		42,190,020
RenaissanceRe Holdings Ltd.	444,200		21,525,932
W.R. Berkley Corp.	890,364		30,388,123
XL Capital Ltd. Class A	936,100		57,382,930
			474,021,599
TOTAL FINANCIALS			841,060,718
HEALTH CARE - 14.4%
Biotechnology - 3.0%
Alkermes, Inc. (a)	500,000		9,460,000
Amgen, Inc. (a)	516,010		33,659,332
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Biotechnology - continued
Cephalon, Inc. (a)	687,700		$ 41,330,770
Genentech, Inc. (a)	130,970		10,713,346
MannKind Corp. (a)	73,202		1,559,935
Vertex Pharmaceuticals, Inc. (a)	300,000		11,013,000
			107,736,383
Health Care Equipment & Supplies - 0.6%
Advanced Medical Optics, Inc. (a)	108,674		5,509,771
C.R. Bard, Inc.	230,600		16,893,756
			22,403,527
Health Care Providers & Services - 2.9%
UnitedHealth Group, Inc.	2,356,522		105,525,055
Life Sciences Tools & Services - 0.6%
Illumina, Inc. (a)	309,262		9,172,711
Waters Corp. (a)	278,200		12,352,080
			21,524,791
Pharmaceuticals - 7.3%
Allergan, Inc.	384,700		41,262,922
Elan Corp. PLC sponsored ADR (a)	866,400		14,468,880
Johnson & Johnson	2,654,200		159,039,664
Roche Holding AG (participation certificate)	132,447		21,895,737
Teva Pharmaceutical Industries Ltd. sponsored ADR	883,200		27,900,288
			264,567,491
TOTAL HEALTH CARE			521,757,247
INDUSTRIALS - 11.6%
Aerospace & Defense - 2.1%
Honeywell International, Inc.	1,867,800		75,272,340
Commercial Services & Supplies - 2.0%
Robert Half International, Inc.	1,764,580		74,112,360
Industrial Conglomerates - 7.5%
General Electric Co.	7,659,761		252,465,724
Smiths Group PLC	1,090,790		17,975,663
			270,441,387
TOTAL INDUSTRIALS			419,826,087
INFORMATION TECHNOLOGY - 17.0%
Communications Equipment - 1.8%
CSR PLC (a)	274,100		6,387,717
Motorola, Inc.	1,593,200		32,102,980
Research In Motion Ltd. (a)	372,500		25,952,074
			64,442,771
Computers & Peripherals - 2.9%
Dell, Inc. (a)	2,929,976		71,520,714
	Shares		Value
EMC Corp. (a)	1,535,200		$ 16,841,144
NCR Corp. (a)	471,400		17,272,096
			105,633,954
Electronic Equipment & Instruments - 0.7%
Amphenol Corp. Class A	286,890		16,054,364
CDW Corp.	189,500		10,356,175
			26,410,539
Internet Software & Services - 6.5%
eBay, Inc. (a)	3,131,465		91,720,610
Google, Inc. Class A (sub. vtg.) (a)	252,300		105,796,959
Yahoo!, Inc. (a)	1,100,800		36,326,400
			233,843,969
IT Services - 0.8%
Affiliated Computer Services, Inc. Class A (a)	169,800		8,763,378
Infosys Technologies Ltd. sponsored ADR	163,700		12,508,317
Satyam Computer Services Ltd. sponsored ADR	274,200		9,086,988
			30,358,683
Office Electronics - 0.4%
Zebra Technologies Corp. Class A (a)	460,120		15,717,699
Semiconductors & Semiconductor Equipment - 3.0%
ARM Holdings PLC sponsored ADR	2,813,400		17,611,884
Broadcom Corp. Class A (a)	713,402		21,437,730
FormFactor, Inc. (a)	223,000		9,952,490
KLA-Tencor Corp.	197,600		8,214,232
Linear Technology Corp. (d)	785,100		26,292,999
Marvell Technology Group Ltd. (a)	90,700		4,020,731
Maxim Integrated Products, Inc.	601,658		19,319,238
			106,849,304
Software - 0.9%
Cognos, Inc. (a)	400,000		11,363,689
Symantec Corp. (a)	1,348,800		20,960,352
			32,324,041
TOTAL INFORMATION TECHNOLOGY			615,580,960
MATERIALS - 1.8%
Chemicals - 1.2%
Praxair, Inc.	790,610		42,692,940
Metals & Mining - 0.6%
Mittal Steel Co. NV Class A (NY Shares) (d)	740,700		22,598,757
TOTAL MATERIALS			65,291,697
TOTAL COMMON STOCKS (Cost $3,495,428,432)		3,622,046,217
Nonconvertible Preferred Stocks - 0.0%
	Shares		Value
HEALTH CARE - 0.0%
Life Sciences Tools & Services - 0.0%
GeneProt, Inc. Series A (a)(f)	262,000		$ 3
TOTAL NONCONVERTIBLE PREFERRED STOCKS (Cost $1,418,699)		3
Money Market Funds - 1.2%
Fidelity Securities Lending Cash Central Fund, 5.14% (b)(c) (Cost $42,376,225)	42,376,225	42,376,225

TOTAL INVESTMENT PORTFOLIO - 101.1% (Cost $3,539,223,356) 3,664,422,445

NET OTHER ASSETS - (1.1)%	(40,496,477)
NET ASSETS - 100%	$ 3,623,925,968

Legend

(a) Non-income producing

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

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

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

(e) 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 $10,916,000 or 0.3% of net assets.

(f) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $11,861,478 or 0.3% of net assets.

Additional information on each holding is as follows:

Security	Acquisition Date	Acquisition Cost
GeneProt, Inc. Series A	7/7/00	$ 1,418,699
KKR Private Equity Investors, L.P. Restricted Depositary Units	5/3/06 - 6/29/06	$ 12,770,095

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 1,306,696
Fidelity Securities Lending Cash Central Fund	814,077
Total	$ 2,120,773

Income Tax Information

At June 30, 2006, the aggregate cost of investment securities for income tax purposes was $3,549,387,029. Net unrealized appreciation aggregated $115,035,416, of which $302,139,055 related to appreciated investment securities and $187,103,639 related to depreciated investment securities.

Investment Valuation

Investments are valued as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time. Security transactions are accounted for as of trade date. Wherever possible, the fund uses independent pricing services approved by the Board of Trustees to value its investments. Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price. Investments in open-end mutual funds are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value. When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. For example, when developments occur between the close of a market and the close of the NYSE that may materially affect the value of some or all of the securities, or when trading in a security is halted, those securities may be fair valued. The frequency of when fair value pricing is used is unpredictable. The value of securities used under fair value pricing may differ from published prices for the same securities.

For additional information on the fund's policy regarding valuation of investments and other significant accounting policies, please refer to the fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please visit advisor.fidelity.com or call Fidelity at 1-800-433-0734 for a free copy of the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR Corp. or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity ® Advisor Diversified Stock Fund
(formerly Advisor Destiny I Fund)
Class A

June 30, 2006

DESIN-QTLY-0806

1.818358.101

Investments June 30, 2006 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.9%
	Shares		Value
CONSUMER DISCRETIONARY - 13.9%
Diversified Consumer Services - 1.9%
Apollo Group, Inc. Class A (a)	1,051,259		$ 54,318,553
Bright Horizons Family Solutions, Inc. (a)	425,700		16,044,633
			70,363,186
Hotels, Restaurants & Leisure - 1.2%
Carnival Corp. unit	563,000		23,499,620
Red Robin Gourmet Burgers, Inc. (a)	450,000		19,152,000
			42,651,620
Household Durables - 0.9%
D.R. Horton, Inc.	573,749		13,666,701
KB Home	131,100		6,010,935
Ryland Group, Inc.	164,100		7,149,837
Standard Pacific Corp.	306,975		7,889,258
			34,716,731
Media - 1.5%
Clear Channel Communications, Inc.	895,700		27,721,915
Clear Channel Outdoor Holding, Inc. Class A	248,100		5,200,176
McGraw-Hill Companies, Inc.	466,495		23,432,044
			56,354,135
Multiline Retail - 0.7%
Target Corp.	500,000		24,435,000
Specialty Retail - 7.7%
Aeropostale, Inc. (a)	332,700		9,611,703
Best Buy Co., Inc.	1,021,537		56,021,089
Chico's FAS, Inc. (a)	587,500		15,850,750
Home Depot, Inc.	4,253,940		152,248,513
Staples, Inc.	1,801,900		43,822,208
			277,554,263
TOTAL CONSUMER DISCRETIONARY			506,074,935
CONSUMER STAPLES - 4.2%
Food & Staples Retailing - 3.5%
CVS Corp.	855,600		26,266,920
Wal-Mart Stores, Inc.	2,111,800		101,725,406
			127,992,326
Food Products - 0.7%
Nestle SA (Reg.)	76,928		24,163,887
TOTAL CONSUMER STAPLES			152,156,213
ENERGY - 13.8%
Energy Equipment & Services - 6.1%
Baker Hughes, Inc.	207,800		17,008,430
GlobalSantaFe Corp.	206,800		11,942,700
Halliburton Co.	676,100		50,173,381
National Oilwell Varco, Inc. (a)	332,100		21,028,572
Noble Corp.	336,800		25,064,656
Schlumberger Ltd. (NY Shares)	978,200		63,690,602
	Shares		Value
Smith International, Inc.	322,000		$ 14,319,340
Weatherford International Ltd. (a)	393,600		19,530,432
			222,758,113
Oil, Gas & Consumable Fuels - 7.7%
Apache Corp.	421,700		28,781,025
ConocoPhillips	1,129,600		74,022,688
Forest Oil Corp. (a)	345,000		11,440,200
Hess Corp.	322,000		17,017,700
Mariner Energy, Inc. (a)	279,208		5,129,051
Occidental Petroleum Corp.	421,000		43,173,550
Peabody Energy Corp.	477,806		26,637,685
Valero Energy Corp.	649,700		43,218,044
XTO Energy, Inc.	635,200		28,120,304
			277,540,247
TOTAL ENERGY			500,298,360
FINANCIALS - 23.2%
Capital Markets - 1.1%
AP Alternative Assets L.P. Restricted Depositary Units (a)(e)	545,800		10,916,000
KKR Private Equity Investors, L.P. Restricted Depositary Units (f)	533,100		11,861,475
UBS AG (NY Shares)	159,900		17,541,030
			40,318,505
Commercial Banks - 3.0%
Erste Bank der Oesterreichischen Sparkassen AG	316,500		17,814,139
HSBC Holdings PLC sponsored ADR	305,000		26,946,750
Standard Chartered PLC (United Kingdom)	759,398		18,539,988
Wachovia Corp.	854,600		46,216,768
			109,517,645
Diversified Financial Services - 6.0%
African Bank Investments Ltd.	1,843,215		7,195,479
Bank of America Corp.	3,560,900		171,279,290
JPMorgan Chase & Co.	922,100		38,728,200
			217,202,969
Insurance - 13.1%
ACE Ltd.	1,630,170		82,470,300
AMBAC Financial Group, Inc.	266,400		21,605,040
American International Group, Inc.	3,699,564		218,459,254
Hartford Financial Services Group, Inc.	498,700		42,190,020
RenaissanceRe Holdings Ltd.	444,200		21,525,932
W.R. Berkley Corp.	890,364		30,388,123
XL Capital Ltd. Class A	936,100		57,382,930
			474,021,599
TOTAL FINANCIALS			841,060,718
HEALTH CARE - 14.4%
Biotechnology - 3.0%
Alkermes, Inc. (a)	500,000		9,460,000
Amgen, Inc. (a)	516,010		33,659,332
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Biotechnology - continued
Cephalon, Inc. (a)	687,700		$ 41,330,770
Genentech, Inc. (a)	130,970		10,713,346
MannKind Corp. (a)	73,202		1,559,935
Vertex Pharmaceuticals, Inc. (a)	300,000		11,013,000
			107,736,383
Health Care Equipment & Supplies - 0.6%
Advanced Medical Optics, Inc. (a)	108,674		5,509,771
C.R. Bard, Inc.	230,600		16,893,756
			22,403,527
Health Care Providers & Services - 2.9%
UnitedHealth Group, Inc.	2,356,522		105,525,055
Life Sciences Tools & Services - 0.6%
Illumina, Inc. (a)	309,262		9,172,711
Waters Corp. (a)	278,200		12,352,080
			21,524,791
Pharmaceuticals - 7.3%
Allergan, Inc.	384,700		41,262,922
Elan Corp. PLC sponsored ADR (a)	866,400		14,468,880
Johnson & Johnson	2,654,200		159,039,664
Roche Holding AG (participation certificate)	132,447		21,895,737
Teva Pharmaceutical Industries Ltd. sponsored ADR	883,200		27,900,288
			264,567,491
TOTAL HEALTH CARE			521,757,247
INDUSTRIALS - 11.6%
Aerospace & Defense - 2.1%
Honeywell International, Inc.	1,867,800		75,272,340
Commercial Services & Supplies - 2.0%
Robert Half International, Inc.	1,764,580		74,112,360
Industrial Conglomerates - 7.5%
General Electric Co.	7,659,761		252,465,724
Smiths Group PLC	1,090,790		17,975,663
			270,441,387
TOTAL INDUSTRIALS			419,826,087
INFORMATION TECHNOLOGY - 17.0%
Communications Equipment - 1.8%
CSR PLC (a)	274,100		6,387,717
Motorola, Inc.	1,593,200		32,102,980
Research In Motion Ltd. (a)	372,500		25,952,074
			64,442,771
Computers & Peripherals - 2.9%
Dell, Inc. (a)	2,929,976		71,520,714
	Shares		Value
EMC Corp. (a)	1,535,200		$ 16,841,144
NCR Corp. (a)	471,400		17,272,096
			105,633,954
Electronic Equipment & Instruments - 0.7%
Amphenol Corp. Class A	286,890		16,054,364
CDW Corp.	189,500		10,356,175
			26,410,539
Internet Software & Services - 6.5%
eBay, Inc. (a)	3,131,465		91,720,610
Google, Inc. Class A (sub. vtg.) (a)	252,300		105,796,959
Yahoo!, Inc. (a)	1,100,800		36,326,400
			233,843,969
IT Services - 0.8%
Affiliated Computer Services, Inc. Class A (a)	169,800		8,763,378
Infosys Technologies Ltd. sponsored ADR	163,700		12,508,317
Satyam Computer Services Ltd. sponsored ADR	274,200		9,086,988
			30,358,683
Office Electronics - 0.4%
Zebra Technologies Corp. Class A (a)	460,120		15,717,699
Semiconductors & Semiconductor Equipment - 3.0%
ARM Holdings PLC sponsored ADR	2,813,400		17,611,884
Broadcom Corp. Class A (a)	713,402		21,437,730
FormFactor, Inc. (a)	223,000		9,952,490
KLA-Tencor Corp.	197,600		8,214,232
Linear Technology Corp. (d)	785,100		26,292,999
Marvell Technology Group Ltd. (a)	90,700		4,020,731
Maxim Integrated Products, Inc.	601,658		19,319,238
			106,849,304
Software - 0.9%
Cognos, Inc. (a)	400,000		11,363,689
Symantec Corp. (a)	1,348,800		20,960,352
			32,324,041
TOTAL INFORMATION TECHNOLOGY			615,580,960
MATERIALS - 1.8%
Chemicals - 1.2%
Praxair, Inc.	790,610		42,692,940
Metals & Mining - 0.6%
Mittal Steel Co. NV Class A (NY Shares) (d)	740,700		22,598,757
TOTAL MATERIALS			65,291,697
TOTAL COMMON STOCKS (Cost $3,495,428,432)		3,622,046,217
Nonconvertible Preferred Stocks - 0.0%
	Shares		Value
HEALTH CARE - 0.0%
Life Sciences Tools & Services - 0.0%
GeneProt, Inc. Series A (a)(f)	262,000		$ 3
TOTAL NONCONVERTIBLE PREFERRED STOCKS (Cost $1,418,699)		3
Money Market Funds - 1.2%
Fidelity Securities Lending Cash Central Fund, 5.14% (b)(c) (Cost $42,376,225)	42,376,225	42,376,225

TOTAL INVESTMENT PORTFOLIO - 101.1% (Cost $3,539,223,356) 3,664,422,445

NET OTHER ASSETS - (1.1)%	(40,496,477)
NET ASSETS - 100%	$ 3,623,925,968

Legend

(a) Non-income producing

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

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

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

(e) 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 $10,916,000 or 0.3% of net assets.

(f) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $11,861,478 or 0.3% of net assets.

Additional information on each holding is as follows:

Security	Acquisition Date	Acquisition Cost
GeneProt, Inc. Series A	7/7/00	$ 1,418,699
KKR Private Equity Investors, L.P. Restricted Depositary Units	5/3/06 - 6/29/06	$ 12,770,095

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 1,306,696
Fidelity Securities Lending Cash Central Fund	814,077
Total	$ 2,120,773

Income Tax Information

At June 30, 2006, the aggregate cost of investment securities for income tax purposes was $3,549,387,029. Net unrealized appreciation aggregated $115,035,416, of which $302,139,055 related to appreciated investment securities and $187,103,639 related to depreciated investment securities.

Investment Valuation

Investments are valued as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time. Security transactions are accounted for as of trade date. Wherever possible, the fund uses independent pricing services approved by the Board of Trustees to value its investments. Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price. Investments in open-end mutual funds are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value. When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. For example, when developments occur between the close of a market and the close of the NYSE that may materially affect the value of some or all of the securities, or when trading in a security is halted, those securities may be fair valued. The frequency of when fair value pricing is used is unpredictable. The value of securities used under fair value pricing may differ from published prices for the same securities.

For additional information on the fund's policy regarding valuation of investments and other significant accounting policies, please refer to the fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please visit advisor.fidelity.com or call Fidelity at 1-800-433-0734 for a free copy of the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR Corp. or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity ® Advisor Diversified Stock Fund
(formerly Advisor Destiny I Fund)
Class O

June 30, 2006

DESIO-QTLY-0806

1.804792.102

Investments June 30, 2006 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.9%
	Shares		Value
CONSUMER DISCRETIONARY - 13.9%
Diversified Consumer Services - 1.9%
Apollo Group, Inc. Class A (a)	1,051,259		$ 54,318,553
Bright Horizons Family Solutions, Inc. (a)	425,700		16,044,633
			70,363,186
Hotels, Restaurants & Leisure - 1.2%
Carnival Corp. unit	563,000		23,499,620
Red Robin Gourmet Burgers, Inc. (a)	450,000		19,152,000
			42,651,620
Household Durables - 0.9%
D.R. Horton, Inc.	573,749		13,666,701
KB Home	131,100		6,010,935
Ryland Group, Inc.	164,100		7,149,837
Standard Pacific Corp.	306,975		7,889,258
			34,716,731
Media - 1.5%
Clear Channel Communications, Inc.	895,700		27,721,915
Clear Channel Outdoor Holding, Inc. Class A	248,100		5,200,176
McGraw-Hill Companies, Inc.	466,495		23,432,044
			56,354,135
Multiline Retail - 0.7%
Target Corp.	500,000		24,435,000
Specialty Retail - 7.7%
Aeropostale, Inc. (a)	332,700		9,611,703
Best Buy Co., Inc.	1,021,537		56,021,089
Chico's FAS, Inc. (a)	587,500		15,850,750
Home Depot, Inc.	4,253,940		152,248,513
Staples, Inc.	1,801,900		43,822,208
			277,554,263
TOTAL CONSUMER DISCRETIONARY			506,074,935
CONSUMER STAPLES - 4.2%
Food & Staples Retailing - 3.5%
CVS Corp.	855,600		26,266,920
Wal-Mart Stores, Inc.	2,111,800		101,725,406
			127,992,326
Food Products - 0.7%
Nestle SA (Reg.)	76,928		24,163,887
TOTAL CONSUMER STAPLES			152,156,213
ENERGY - 13.8%
Energy Equipment & Services - 6.1%
Baker Hughes, Inc.	207,800		17,008,430
GlobalSantaFe Corp.	206,800		11,942,700
Halliburton Co.	676,100		50,173,381
National Oilwell Varco, Inc. (a)	332,100		21,028,572
Noble Corp.	336,800		25,064,656
Schlumberger Ltd. (NY Shares)	978,200		63,690,602
	Shares		Value
Smith International, Inc.	322,000		$ 14,319,340
Weatherford International Ltd. (a)	393,600		19,530,432
			222,758,113
Oil, Gas & Consumable Fuels - 7.7%
Apache Corp.	421,700		28,781,025
ConocoPhillips	1,129,600		74,022,688
Forest Oil Corp. (a)	345,000		11,440,200
Hess Corp.	322,000		17,017,700
Mariner Energy, Inc. (a)	279,208		5,129,051
Occidental Petroleum Corp.	421,000		43,173,550
Peabody Energy Corp.	477,806		26,637,685
Valero Energy Corp.	649,700		43,218,044
XTO Energy, Inc.	635,200		28,120,304
			277,540,247
TOTAL ENERGY			500,298,360
FINANCIALS - 23.2%
Capital Markets - 1.1%
AP Alternative Assets L.P. Restricted Depositary Units (a)(e)	545,800		10,916,000
KKR Private Equity Investors, L.P. Restricted Depositary Units (f)	533,100		11,861,475
UBS AG (NY Shares)	159,900		17,541,030
			40,318,505
Commercial Banks - 3.0%
Erste Bank der Oesterreichischen Sparkassen AG	316,500		17,814,139
HSBC Holdings PLC sponsored ADR	305,000		26,946,750
Standard Chartered PLC (United Kingdom)	759,398		18,539,988
Wachovia Corp.	854,600		46,216,768
			109,517,645
Diversified Financial Services - 6.0%
African Bank Investments Ltd.	1,843,215		7,195,479
Bank of America Corp.	3,560,900		171,279,290
JPMorgan Chase & Co.	922,100		38,728,200
			217,202,969
Insurance - 13.1%
ACE Ltd.	1,630,170		82,470,300
AMBAC Financial Group, Inc.	266,400		21,605,040
American International Group, Inc.	3,699,564		218,459,254
Hartford Financial Services Group, Inc.	498,700		42,190,020
RenaissanceRe Holdings Ltd.	444,200		21,525,932
W.R. Berkley Corp.	890,364		30,388,123
XL Capital Ltd. Class A	936,100		57,382,930
			474,021,599
TOTAL FINANCIALS			841,060,718
HEALTH CARE - 14.4%
Biotechnology - 3.0%
Alkermes, Inc. (a)	500,000		9,460,000
Amgen, Inc. (a)	516,010		33,659,332
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Biotechnology - continued
Cephalon, Inc. (a)	687,700		$ 41,330,770
Genentech, Inc. (a)	130,970		10,713,346
MannKind Corp. (a)	73,202		1,559,935
Vertex Pharmaceuticals, Inc. (a)	300,000		11,013,000
			107,736,383
Health Care Equipment & Supplies - 0.6%
Advanced Medical Optics, Inc. (a)	108,674		5,509,771
C.R. Bard, Inc.	230,600		16,893,756
			22,403,527
Health Care Providers & Services - 2.9%
UnitedHealth Group, Inc.	2,356,522		105,525,055
Life Sciences Tools & Services - 0.6%
Illumina, Inc. (a)	309,262		9,172,711
Waters Corp. (a)	278,200		12,352,080
			21,524,791
Pharmaceuticals - 7.3%
Allergan, Inc.	384,700		41,262,922
Elan Corp. PLC sponsored ADR (a)	866,400		14,468,880
Johnson & Johnson	2,654,200		159,039,664
Roche Holding AG (participation certificate)	132,447		21,895,737
Teva Pharmaceutical Industries Ltd. sponsored ADR	883,200		27,900,288
			264,567,491
TOTAL HEALTH CARE			521,757,247
INDUSTRIALS - 11.6%
Aerospace & Defense - 2.1%
Honeywell International, Inc.	1,867,800		75,272,340
Commercial Services & Supplies - 2.0%
Robert Half International, Inc.	1,764,580		74,112,360
Industrial Conglomerates - 7.5%
General Electric Co.	7,659,761		252,465,724
Smiths Group PLC	1,090,790		17,975,663
			270,441,387
TOTAL INDUSTRIALS			419,826,087
INFORMATION TECHNOLOGY - 17.0%
Communications Equipment - 1.8%
CSR PLC (a)	274,100		6,387,717
Motorola, Inc.	1,593,200		32,102,980
Research In Motion Ltd. (a)	372,500		25,952,074
			64,442,771
Computers & Peripherals - 2.9%
Dell, Inc. (a)	2,929,976		71,520,714
	Shares		Value
EMC Corp. (a)	1,535,200		$ 16,841,144
NCR Corp. (a)	471,400		17,272,096
			105,633,954
Electronic Equipment & Instruments - 0.7%
Amphenol Corp. Class A	286,890		16,054,364
CDW Corp.	189,500		10,356,175
			26,410,539
Internet Software & Services - 6.5%
eBay, Inc. (a)	3,131,465		91,720,610
Google, Inc. Class A (sub. vtg.) (a)	252,300		105,796,959
Yahoo!, Inc. (a)	1,100,800		36,326,400
			233,843,969
IT Services - 0.8%
Affiliated Computer Services, Inc. Class A (a)	169,800		8,763,378
Infosys Technologies Ltd. sponsored ADR	163,700		12,508,317
Satyam Computer Services Ltd. sponsored ADR	274,200		9,086,988
			30,358,683
Office Electronics - 0.4%
Zebra Technologies Corp. Class A (a)	460,120		15,717,699
Semiconductors & Semiconductor Equipment - 3.0%
ARM Holdings PLC sponsored ADR	2,813,400		17,611,884
Broadcom Corp. Class A (a)	713,402		21,437,730
FormFactor, Inc. (a)	223,000		9,952,490
KLA-Tencor Corp.	197,600		8,214,232
Linear Technology Corp. (d)	785,100		26,292,999
Marvell Technology Group Ltd. (a)	90,700		4,020,731
Maxim Integrated Products, Inc.	601,658		19,319,238
			106,849,304
Software - 0.9%
Cognos, Inc. (a)	400,000		11,363,689
Symantec Corp. (a)	1,348,800		20,960,352
			32,324,041
TOTAL INFORMATION TECHNOLOGY			615,580,960
MATERIALS - 1.8%
Chemicals - 1.2%
Praxair, Inc.	790,610		42,692,940
Metals & Mining - 0.6%
Mittal Steel Co. NV Class A (NY Shares) (d)	740,700		22,598,757
TOTAL MATERIALS			65,291,697
TOTAL COMMON STOCKS (Cost $3,495,428,432)		3,622,046,217
Nonconvertible Preferred Stocks - 0.0%
	Shares		Value
HEALTH CARE - 0.0%
Life Sciences Tools & Services - 0.0%
GeneProt, Inc. Series A (a)(f)	262,000		$ 3
TOTAL NONCONVERTIBLE PREFERRED STOCKS (Cost $1,418,699)		3
Money Market Funds - 1.2%
Fidelity Securities Lending Cash Central Fund, 5.14% (b)(c) (Cost $42,376,225)	42,376,225	42,376,225

TOTAL INVESTMENT PORTFOLIO - 101.1% (Cost $3,539,223,356) 3,664,422,445

NET OTHER ASSETS - (1.1)%	(40,496,477)
NET ASSETS - 100%	$ 3,623,925,968

Legend

(a) Non-income producing

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

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

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

(e) 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 $10,916,000 or 0.3% of net assets.

(f) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $11,861,478 or 0.3% of net assets.

Additional information on each holding is as follows:

Security	Acquisition Date	Acquisition Cost
GeneProt, Inc. Series A	7/7/00	$ 1,418,699
KKR Private Equity Investors, L.P. Restricted Depositary Units	5/3/06 - 6/29/06	$ 12,770,095

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 1,306,696
Fidelity Securities Lending Cash Central Fund	814,077
Total	$ 2,120,773

Income Tax Information

At June 30, 2006, the aggregate cost of investment securities for income tax purposes was $3,549,387,029. Net unrealized appreciation aggregated $115,035,416, of which $302,139,055 related to appreciated investment securities and $187,103,639 related to depreciated investment securities.

Investment Valuation

Investments are valued as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time. Security transactions are accounted for as of trade date. Wherever possible, the fund uses independent pricing services approved by the Board of Trustees to value its investments. Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price. Investments in open-end mutual funds are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value. When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. For example, when developments occur between the close of a market and the close of the NYSE that may materially affect the value of some or all of the securities, or when trading in a security is halted, those securities may be fair valued. The frequency of when fair value pricing is used is unpredictable. The value of securities used under fair value pricing may differ from published prices for the same securities.

For additional information on the fund's policy regarding valuation of investments and other significant accounting policies, please refer to the fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please visit advisor.fidelity.com or call Fidelity at 1-800-433-0734 for a free copy of the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR Corp. or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity ® Advisor Destiny II

Class A
Class T
Class B
Class C
Institutional Class

June 30, 2006

ADESII-QTLY-0806

1.833435.100

Investments June 30, 2006 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 91.4%
	Shares		Value
CONSUMER DISCRETIONARY - 3.3%
Auto Components - 0.2%
Gentex Corp.	743,687		$ 10,411,618
Hotels, Restaurants & Leisure - 0.4%
International Game Technology	472,600		17,930,444
Media - 1.3%
DreamWorks Animation SKG, Inc. Class A (a)	1,502,600		34,409,540
McGraw-Hill Companies, Inc.	187,900		9,438,217
News Corp. Class B	95,300		1,923,154
Viacom, Inc. Class B (non-vtg.) (a)	601,800		21,568,512
			67,339,423
Specialty Retail - 1.4%
Best Buy Co., Inc.	7,600		416,784
Gamestop Corp. Class B (a)	1,127,000		38,599,750
Staples, Inc.	1,015,850		24,705,472
The Game Group PLC	6,317,523		9,552,140
			73,274,146
TOTAL CONSUMER DISCRETIONARY			168,955,631
CONSUMER STAPLES - 8.6%
Beverages - 0.5%
The Coca-Cola Co.	601,800		25,889,436
Food & Staples Retailing - 0.7%
CVS Corp.	669,800		20,562,860
Wal-Mart Stores, Inc.	295,900		14,253,503
			34,816,363
Food Products - 2.3%
McCormick & Co., Inc. (non-vtg.)	533,400		17,895,570
Nestle SA:
(Reg.)	85,370		26,815,607
sponsored ADR	924,100		71,987,390
			116,698,567
Household Products - 1.1%
Colgate-Palmolive Co.	947,700		56,767,230
Tobacco - 4.0%
Altria Group, Inc.	2,841,800		208,673,374
TOTAL CONSUMER STAPLES			442,844,970
ENERGY - 4.4%
Energy Equipment & Services - 1.2%
Halliburton Co.	417,400		30,975,254
Schlumberger Ltd. (NY Shares)	462,900		30,139,419
			61,114,673
Oil, Gas & Consumable Fuels - 3.2%
ConocoPhillips	1,090,400		71,453,912
	Shares		Value
Exxon Mobil Corp.	1,159,900		$ 71,159,865
Ultra Petroleum Corp. (a)	419,600		24,869,692
			167,483,469
TOTAL ENERGY			228,598,142
FINANCIALS - 14.7%
Capital Markets - 0.0%
Northern Trust Corp.	16,800		929,040
Commercial Banks - 0.0%
Boston Private Financial Holdings, Inc.	34,369		958,895
Consumer Finance - 3.8%
SLM Corp.	3,726,918		197,228,501
Diversified Financial Services - 1.7%
Bank of America Corp.	1,818,700		87,479,470
Insurance - 9.2%
ACE Ltd.	786,018		39,764,651
AFLAC, Inc.	775,120		35,926,812
American International Group, Inc.	5,926,700		349,971,635
Aspen Insurance Holdings Ltd.	70,200		1,634,958
Platinum Underwriters Holdings Ltd.	111,200		3,111,376
The St. Paul Travelers Companies, Inc.	921,300		41,071,554
			471,480,986
TOTAL FINANCIALS			758,076,892
HEALTH CARE - 21.1%
Biotechnology - 0.9%
Biogen Idec, Inc. (a)	233,100		10,799,523
Cephalon, Inc. (a)	129,600		7,788,960
Gilead Sciences, Inc. (a)	453,000		26,799,480
			45,387,963
Health Care Equipment & Supplies - 1.6%
Advanced Medical Optics, Inc. (a)(d)	614,775		31,169,093
Alcon, Inc.	83,480		8,226,954
C.R. Bard, Inc.	517,800		37,934,028
Inverness Medical Innovations, Inc. (a)	173,500		4,897,905
			82,227,980
Health Care Providers & Services - 3.7%
Aetna, Inc.	741,900		29,624,067
Humana, Inc. (a)	1,576,300		84,647,310
UnitedHealth Group, Inc.	1,679,880		75,225,026
			189,496,403
Life Sciences Tools & Services - 1.4%
Charles River Laboratories International, Inc. (a)	1,960,429		72,143,787
Pharmaceuticals - 13.5%
Allergan, Inc.	393,099		42,163,799
Barr Pharmaceuticals, Inc. (a)	206,110		9,829,386
Cipla Ltd.	3,468,416		16,329,073
Endo Pharmaceuticals Holdings, Inc. (a)	813,711		26,836,189
Johnson & Johnson	4,238,900		253,994,888
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Pharmaceuticals - continued
Novartis AG sponsored ADR	622,900		$ 33,586,768
Pfizer, Inc.	1,042,500		24,467,475
Roche Holding AG (participation certificate)	870,071		143,837,504
Teva Pharmaceutical Industries Ltd. sponsored ADR	947,397		29,928,271
Wyeth	2,552,700		113,365,407
			694,338,760
TOTAL HEALTH CARE		1,083,594,893
INDUSTRIALS - 13.5%
Aerospace & Defense - 5.4%
General Dynamics Corp.	1,205,200		78,892,392
Honeywell International, Inc.	3,613,900		145,640,170
Raytheon Co.	903,900		40,286,823
Raytheon Co. warrants 6/16/11 (a)	604		7,641
United Technologies Corp.	183,300		11,624,886
			276,451,912
Commercial Services & Supplies - 0.0%
Allied Waste Industries, Inc. (a)	136,700		1,552,912
Waste Management, Inc.	45,600		1,636,128
			3,189,040
Construction & Engineering - 1.2%
Chicago Bridge & Iron Co. NV (NY Shares)	101,500		2,451,225
Jacobs Engineering Group, Inc. (a)	726,700		57,874,388
			60,325,613
Industrial Conglomerates - 6.9%
General Electric Co.	10,738,630		353,945,244
TOTAL INDUSTRIALS			693,911,809
INFORMATION TECHNOLOGY - 16.8%
Communications Equipment - 5.5%
CIENA Corp. (a)(e)	32,867,804		158,094,137
Cisco Systems, Inc. (a)	1,087,800		21,244,734
Corning, Inc. (a)	228,400		5,524,996
CSR PLC (a)	23,000		536,000
Harris Corp.	1,158,300		48,081,033
Lucent Technologies, Inc. (a)	14,586,100		35,298,362
NMS Communications Corp. (a)(e)	3,589,305		12,993,284
			281,772,546
Computers & Peripherals - 0.6%
EMC Corp. (a)	690,700		7,576,979
NCR Corp. (a)	584,000		21,397,760
			28,974,739
	Shares		Value
Electronic Equipment & Instruments - 0.0%
Universal Display Corp. (a)(d)	114,303		$ 1,521,373
Internet Software & Services - 2.1%
eBay, Inc. (a)	2,961,447		86,740,783
Yahoo!, Inc. (a)	645,300		21,294,900
			108,035,683
IT Services - 0.0%
NCI, Inc. Class A	141,197		1,849,681
Semiconductors & Semiconductor Equipment - 2.4%
Applied Materials, Inc.	894,800		14,567,344
Applied Micro Circuits Corp. (a)	3,998,555		10,916,055
ARM Holdings PLC sponsored ADR	1,436,400		8,991,864
ASML Holding NV (NY Shares) (a)	6,100		123,342
Broadcom Corp. Class A (a)	9,300		279,465
Cymer, Inc. (a)	4,100		190,486
Exar Corp. (a)	1,112,731		14,765,940
Integrated Device Technology, Inc. (a)	1,597,599		22,653,954
Intel Corp.	277,700		5,262,415
Linear Technology Corp.	947,700		31,738,473
PMC-Sierra, Inc. (a)	1,493,596		14,039,802
Trident Microsystems, Inc. (a)	6,700		127,166
			123,656,306
Software - 6.2%
Activision, Inc. (a)	1,851,200		21,066,656
Cadence Design Systems, Inc. (a)	206,600		3,543,190
Electronic Arts, Inc. (a)	486,646		20,945,244
Microsoft Corp.	9,537,046		222,213,172
NDS Group PLC sponsored ADR (a)	329,600		15,342,880
Nintendo Co. Ltd.	25,400		4,262,006
THQ, Inc. (a)	1,413,294		30,527,150
			317,900,298
TOTAL INFORMATION TECHNOLOGY			863,710,626
MATERIALS - 1.6%
Metals & Mining - 1.6%
Goldcorp, Inc.	949,000		28,606,871
Newmont Mining Corp.	995,200		52,675,936
			81,282,807
TELECOMMUNICATION SERVICES - 7.1%
Diversified Telecommunication Services - 3.5%
Alaska Communication Systems Group, Inc.	534,994		6,767,674
AT&T, Inc.	2,013,200		56,148,148
Qwest Communications International, Inc. (a)	3,537,600		28,619,184
Verizon Communications, Inc.	2,661,900		89,147,031
			180,682,037
Wireless Telecommunication Services - 3.6%
ALLTEL Corp.	555,500		35,457,565
Common Stocks - continued
	Shares		Value
TELECOMMUNICATION SERVICES - continued
Wireless Telecommunication Services - continued
American Tower Corp. Class A (a)	2,601,702		$ 80,964,966
Sprint Nextel Corp.	3,354,700		67,060,453
			183,482,984
TOTAL TELECOMMUNICATION SERVICES			364,165,021
UTILITIES - 0.3%
Independent Power Producers & Energy Traders - 0.3%
TXU Corp.	217,500		13,004,325
TOTAL COMMON STOCKS (Cost $4,462,093,659)		4,698,145,116
Preferred Stocks - 0.0%
Convertible Preferred Stocks - 0.0%
INFORMATION TECHNOLOGY - 0.0%
Communications Equipment - 0.0%
Chorum Technologies, Inc. Series E (a)(f)	27,000		0
Nonconvertible Preferred Stocks - 0.0%
HEALTH CARE - 0.0%
Life Sciences Tools & Services - 0.0%
GeneProt, Inc. Series A (a)(f)	255,000		3

TOTAL PREFERRED STOCKS (Cost $1,785,845)		3
Convertible Bonds - 0.4%
	Principal Amount
INFORMATION TECHNOLOGY - 0.4%
Communications Equipment - 0.4%
CIENA Corp. 3.75% 2/1/08	$ 22,990,000		22,102,586
TOTAL CONVERTIBLE BONDS (Cost $21,932,895)		22,102,586

Money Market Funds - 9.4%
	Shares		Value
Fidelity Cash Central Fund, 5.11% (b)	463,907,961	$ 463,907,961
Fidelity Securities Lending Cash Central Fund, 5.14% (b)(c)	18,217,575		18,217,575
TOTAL MONEY MARKET FUNDS (Cost $482,125,536)		482,125,536

TOTAL INVESTMENT PORTFOLIO - 101.2% (Cost $4,967,937,935) 5,202,373,241

NET OTHER ASSETS - (1.2)%	(59,431,722)
NET ASSETS - 100%	$ 5,142,941,519

Legend

(a) Non-income producing

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

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

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

(e) Affiliated company

(f) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $3 or 0.0% of net assets.

Additional information on each holding is as follows:

Security	Acquisition Date	Acquisition Cost
Chorum Technologies, Inc. Series E	9/19/00	$ 405,050
GeneProt, Inc. Series A	7/7/00	$ 1,380,795

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 12,707,884
Fidelity Securities Lending Cash Central Fund	848,089
Total	$ 13,555,973

Other Affiliated Issuers

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

Affiliates	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
CIENA Corp.	$ 103,046,328	$ 706,037	$ 30,676,150	$ -	$ 158,094,137
Finisar Corp.	26,351,402	-	70,774,493	-	-
GameStop Corp. Class A	59,021,985	9,994,727	101,231,639	-	-
NMS Communications Corp.	7,041,729	6,456,312	-	-	12,993,284
TOTAL	$ 195,461,444	$ 8,157,076	$ 202,682,282	$ -	$ 171,087,421

Income Tax Information

At June 30, 2006, the aggregate cost of investment securities for income tax purposes was $4,984,425,194. Net unrealized appreciation aggregated $217,948,047, of which $377,453,205 related to appreciated investment securities and $159,505,158 related to depreciated investment securities.

Investment Valuation

Investments are valued as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time. Security transactions are accounted for as of trade date. Wherever possible, the fund uses independent pricing services approved by the Board of Trustees to value its investments. Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price. Debt securities, including restricted securities, for which quotations are readily available, are valued by independent pricing services or by dealers who make markets in such securities. Pricing services consider yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices. Investments in open-end mutual funds are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value. When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. For example, when developments occur between the close of a market and the close of the NYSE that may materially affect the value of some or all of the securities, or when trading in a security is halted, those securities may be fair valued. The frequency of when fair value pricing is used is unpredictable. The value of securities used under fair value pricing may differ from published prices for the same securities.

For additional information on the fund's policy regarding valuation of investments and other significant accounting policies, please refer to the fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please visit advisor.fidelity.com or call Fidelity at 1-800-433-0734 for a free copy of the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR Corp. or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity ® Destiny II Portfolio
Class A

June 30, 2006

DESIIN-QTLY-0806

1.818363.101

Investments June 30, 2006 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 91.4%
	Shares		Value
CONSUMER DISCRETIONARY - 3.3%
Auto Components - 0.2%
Gentex Corp.	743,687		$ 10,411,618
Hotels, Restaurants & Leisure - 0.4%
International Game Technology	472,600		17,930,444
Media - 1.3%
DreamWorks Animation SKG, Inc. Class A (a)	1,502,600		34,409,540
McGraw-Hill Companies, Inc.	187,900		9,438,217
News Corp. Class B	95,300		1,923,154
Viacom, Inc. Class B (non-vtg.) (a)	601,800		21,568,512
			67,339,423
Specialty Retail - 1.4%
Best Buy Co., Inc.	7,600		416,784
Gamestop Corp. Class B (a)	1,127,000		38,599,750
Staples, Inc.	1,015,850		24,705,472
The Game Group PLC	6,317,523		9,552,140
			73,274,146
TOTAL CONSUMER DISCRETIONARY			168,955,631
CONSUMER STAPLES - 8.6%
Beverages - 0.5%
The Coca-Cola Co.	601,800		25,889,436
Food & Staples Retailing - 0.7%
CVS Corp.	669,800		20,562,860
Wal-Mart Stores, Inc.	295,900		14,253,503
			34,816,363
Food Products - 2.3%
McCormick & Co., Inc. (non-vtg.)	533,400		17,895,570
Nestle SA:
(Reg.)	85,370		26,815,607
sponsored ADR	924,100		71,987,390
			116,698,567
Household Products - 1.1%
Colgate-Palmolive Co.	947,700		56,767,230
Tobacco - 4.0%
Altria Group, Inc.	2,841,800		208,673,374
TOTAL CONSUMER STAPLES			442,844,970
ENERGY - 4.4%
Energy Equipment & Services - 1.2%
Halliburton Co.	417,400		30,975,254
Schlumberger Ltd. (NY Shares)	462,900		30,139,419
			61,114,673
Oil, Gas & Consumable Fuels - 3.2%
ConocoPhillips	1,090,400		71,453,912
	Shares		Value
Exxon Mobil Corp.	1,159,900		$ 71,159,865
Ultra Petroleum Corp. (a)	419,600		24,869,692
			167,483,469
TOTAL ENERGY			228,598,142
FINANCIALS - 14.7%
Capital Markets - 0.0%
Northern Trust Corp.	16,800		929,040
Commercial Banks - 0.0%
Boston Private Financial Holdings, Inc.	34,369		958,895
Consumer Finance - 3.8%
SLM Corp.	3,726,918		197,228,501
Diversified Financial Services - 1.7%
Bank of America Corp.	1,818,700		87,479,470
Insurance - 9.2%
ACE Ltd.	786,018		39,764,651
AFLAC, Inc.	775,120		35,926,812
American International Group, Inc.	5,926,700		349,971,635
Aspen Insurance Holdings Ltd.	70,200		1,634,958
Platinum Underwriters Holdings Ltd.	111,200		3,111,376
The St. Paul Travelers Companies, Inc.	921,300		41,071,554
			471,480,986
TOTAL FINANCIALS			758,076,892
HEALTH CARE - 21.1%
Biotechnology - 0.9%
Biogen Idec, Inc. (a)	233,100		10,799,523
Cephalon, Inc. (a)	129,600		7,788,960
Gilead Sciences, Inc. (a)	453,000		26,799,480
			45,387,963
Health Care Equipment & Supplies - 1.6%
Advanced Medical Optics, Inc. (a)(d)	614,775		31,169,093
Alcon, Inc.	83,480		8,226,954
C.R. Bard, Inc.	517,800		37,934,028
Inverness Medical Innovations, Inc. (a)	173,500		4,897,905
			82,227,980
Health Care Providers & Services - 3.7%
Aetna, Inc.	741,900		29,624,067
Humana, Inc. (a)	1,576,300		84,647,310
UnitedHealth Group, Inc.	1,679,880		75,225,026
			189,496,403
Life Sciences Tools & Services - 1.4%
Charles River Laboratories International, Inc. (a)	1,960,429		72,143,787
Pharmaceuticals - 13.5%
Allergan, Inc.	393,099		42,163,799
Barr Pharmaceuticals, Inc. (a)	206,110		9,829,386
Cipla Ltd.	3,468,416		16,329,073
Endo Pharmaceuticals Holdings, Inc. (a)	813,711		26,836,189
Johnson & Johnson	4,238,900		253,994,888
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Pharmaceuticals - continued
Novartis AG sponsored ADR	622,900		$ 33,586,768
Pfizer, Inc.	1,042,500		24,467,475
Roche Holding AG (participation certificate)	870,071		143,837,504
Teva Pharmaceutical Industries Ltd. sponsored ADR	947,397		29,928,271
Wyeth	2,552,700		113,365,407
			694,338,760
TOTAL HEALTH CARE		1,083,594,893
INDUSTRIALS - 13.5%
Aerospace & Defense - 5.4%
General Dynamics Corp.	1,205,200		78,892,392
Honeywell International, Inc.	3,613,900		145,640,170
Raytheon Co.	903,900		40,286,823
Raytheon Co. warrants 6/16/11 (a)	604		7,641
United Technologies Corp.	183,300		11,624,886
			276,451,912
Commercial Services & Supplies - 0.0%
Allied Waste Industries, Inc. (a)	136,700		1,552,912
Waste Management, Inc.	45,600		1,636,128
			3,189,040
Construction & Engineering - 1.2%
Chicago Bridge & Iron Co. NV (NY Shares)	101,500		2,451,225
Jacobs Engineering Group, Inc. (a)	726,700		57,874,388
			60,325,613
Industrial Conglomerates - 6.9%
General Electric Co.	10,738,630		353,945,244
TOTAL INDUSTRIALS			693,911,809
INFORMATION TECHNOLOGY - 16.8%
Communications Equipment - 5.5%
CIENA Corp. (a)(e)	32,867,804		158,094,137
Cisco Systems, Inc. (a)	1,087,800		21,244,734
Corning, Inc. (a)	228,400		5,524,996
CSR PLC (a)	23,000		536,000
Harris Corp.	1,158,300		48,081,033
Lucent Technologies, Inc. (a)	14,586,100		35,298,362
NMS Communications Corp. (a)(e)	3,589,305		12,993,284
			281,772,546
Computers & Peripherals - 0.6%
EMC Corp. (a)	690,700		7,576,979
NCR Corp. (a)	584,000		21,397,760
			28,974,739
	Shares		Value
Electronic Equipment & Instruments - 0.0%
Universal Display Corp. (a)(d)	114,303		$ 1,521,373
Internet Software & Services - 2.1%
eBay, Inc. (a)	2,961,447		86,740,783
Yahoo!, Inc. (a)	645,300		21,294,900
			108,035,683
IT Services - 0.0%
NCI, Inc. Class A	141,197		1,849,681
Semiconductors & Semiconductor Equipment - 2.4%
Applied Materials, Inc.	894,800		14,567,344
Applied Micro Circuits Corp. (a)	3,998,555		10,916,055
ARM Holdings PLC sponsored ADR	1,436,400		8,991,864
ASML Holding NV (NY Shares) (a)	6,100		123,342
Broadcom Corp. Class A (a)	9,300		279,465
Cymer, Inc. (a)	4,100		190,486
Exar Corp. (a)	1,112,731		14,765,940
Integrated Device Technology, Inc. (a)	1,597,599		22,653,954
Intel Corp.	277,700		5,262,415
Linear Technology Corp.	947,700		31,738,473
PMC-Sierra, Inc. (a)	1,493,596		14,039,802
Trident Microsystems, Inc. (a)	6,700		127,166
			123,656,306
Software - 6.2%
Activision, Inc. (a)	1,851,200		21,066,656
Cadence Design Systems, Inc. (a)	206,600		3,543,190
Electronic Arts, Inc. (a)	486,646		20,945,244
Microsoft Corp.	9,537,046		222,213,172
NDS Group PLC sponsored ADR (a)	329,600		15,342,880
Nintendo Co. Ltd.	25,400		4,262,006
THQ, Inc. (a)	1,413,294		30,527,150
			317,900,298
TOTAL INFORMATION TECHNOLOGY			863,710,626
MATERIALS - 1.6%
Metals & Mining - 1.6%
Goldcorp, Inc.	949,000		28,606,871
Newmont Mining Corp.	995,200		52,675,936
			81,282,807
TELECOMMUNICATION SERVICES - 7.1%
Diversified Telecommunication Services - 3.5%
Alaska Communication Systems Group, Inc.	534,994		6,767,674
AT&T, Inc.	2,013,200		56,148,148
Qwest Communications International, Inc. (a)	3,537,600		28,619,184
Verizon Communications, Inc.	2,661,900		89,147,031
			180,682,037
Wireless Telecommunication Services - 3.6%
ALLTEL Corp.	555,500		35,457,565
Common Stocks - continued
	Shares		Value
TELECOMMUNICATION SERVICES - continued
Wireless Telecommunication Services - continued
American Tower Corp. Class A (a)	2,601,702		$ 80,964,966
Sprint Nextel Corp.	3,354,700		67,060,453
			183,482,984
TOTAL TELECOMMUNICATION SERVICES			364,165,021
UTILITIES - 0.3%
Independent Power Producers & Energy Traders - 0.3%
TXU Corp.	217,500		13,004,325
TOTAL COMMON STOCKS (Cost $4,462,093,659)		4,698,145,116
Preferred Stocks - 0.0%
Convertible Preferred Stocks - 0.0%
INFORMATION TECHNOLOGY - 0.0%
Communications Equipment - 0.0%
Chorum Technologies, Inc. Series E (a)(f)	27,000		0
Nonconvertible Preferred Stocks - 0.0%
HEALTH CARE - 0.0%
Life Sciences Tools & Services - 0.0%
GeneProt, Inc. Series A (a)(f)	255,000		3

TOTAL PREFERRED STOCKS (Cost $1,785,845)		3
Convertible Bonds - 0.4%
	Principal Amount
INFORMATION TECHNOLOGY - 0.4%
Communications Equipment - 0.4%
CIENA Corp. 3.75% 2/1/08	$ 22,990,000		22,102,586
TOTAL CONVERTIBLE BONDS (Cost $21,932,895)		22,102,586

Money Market Funds - 9.4%
	Shares		Value
Fidelity Cash Central Fund, 5.11% (b)	463,907,961	$ 463,907,961
Fidelity Securities Lending Cash Central Fund, 5.14% (b)(c)	18,217,575		18,217,575
TOTAL MONEY MARKET FUNDS (Cost $482,125,536)		482,125,536

TOTAL INVESTMENT PORTFOLIO - 101.2% (Cost $4,967,937,935) 5,202,373,241

NET OTHER ASSETS - (1.2)%	(59,431,722)
NET ASSETS - 100%	$ 5,142,941,519

Legend

(a) Non-income producing

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

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

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

(e) Affiliated company

(f) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $3 or 0.0% of net assets.

Additional information on each holding is as follows:

Security	Acquisition Date	Acquisition Cost
Chorum Technologies, Inc. Series E	9/19/00	$ 405,050
GeneProt, Inc. Series A	7/7/00	$ 1,380,795

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 12,707,884
Fidelity Securities Lending Cash Central Fund	848,089
Total	$ 13,555,973

Other Affiliated Issuers

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

Affiliates	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
CIENA Corp.	$ 103,046,328	$ 706,037	$ 30,676,150	$ -	$ 158,094,137
Finisar Corp.	26,351,402	-	70,774,493	-	-
GameStop Corp. Class A	59,021,985	9,994,727	101,231,639	-	-
NMS Communications Corp.	7,041,729	6,456,312	-	-	12,993,284
TOTAL	$ 195,461,444	$ 8,157,076	$ 202,682,282	$ -	$ 171,087,421

Income Tax Information

At June 30, 2006, the aggregate cost of investment securities for income tax purposes was $4,984,425,194. Net unrealized appreciation aggregated $217,948,047, of which $377,453,205 related to appreciated investment securities and $159,505,158 related to depreciated investment securities.

Investment Valuation

Investments are valued as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time. Security transactions are accounted for as of trade date. Wherever possible, the fund uses independent pricing services approved by the Board of Trustees to value its investments. Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price. Debt securities, including restricted securities, for which quotations are readily available, are valued by independent pricing services or by dealers who make markets in such securities. Pricing services consider yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices. Investments in open-end mutual funds are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value. When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. For example, when developments occur between the close of a market and the close of the NYSE that may materially affect the value of some or all of the securities, or when trading in a security is halted, those securities may be fair valued. The frequency of when fair value pricing is used is unpredictable. The value of securities used under fair value pricing may differ from published prices for the same securities.

For additional information on the fund's policy regarding valuation of investments and other significant accounting policies, please refer to the fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please visit advisor.fidelity.com or call Fidelity at 1-800-433-0734 for a free copy of the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR Corp. or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity ® Destiny II Portfolio
Class O

June 30, 2006

DESIIO-QTLY-0806

1.804793.102

Investments June 30, 2006 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 91.4%
	Shares		Value
CONSUMER DISCRETIONARY - 3.3%
Auto Components - 0.2%
Gentex Corp.	743,687		$ 10,411,618
Hotels, Restaurants & Leisure - 0.4%
International Game Technology	472,600		17,930,444
Media - 1.3%
DreamWorks Animation SKG, Inc. Class A (a)	1,502,600		34,409,540
McGraw-Hill Companies, Inc.	187,900		9,438,217
News Corp. Class B	95,300		1,923,154
Viacom, Inc. Class B (non-vtg.) (a)	601,800		21,568,512
			67,339,423
Specialty Retail - 1.4%
Best Buy Co., Inc.	7,600		416,784
Gamestop Corp. Class B (a)	1,127,000		38,599,750
Staples, Inc.	1,015,850		24,705,472
The Game Group PLC	6,317,523		9,552,140
			73,274,146
TOTAL CONSUMER DISCRETIONARY			168,955,631
CONSUMER STAPLES - 8.6%
Beverages - 0.5%
The Coca-Cola Co.	601,800		25,889,436
Food & Staples Retailing - 0.7%
CVS Corp.	669,800		20,562,860
Wal-Mart Stores, Inc.	295,900		14,253,503
			34,816,363
Food Products - 2.3%
McCormick & Co., Inc. (non-vtg.)	533,400		17,895,570
Nestle SA:
(Reg.)	85,370		26,815,607
sponsored ADR	924,100		71,987,390
			116,698,567
Household Products - 1.1%
Colgate-Palmolive Co.	947,700		56,767,230
Tobacco - 4.0%
Altria Group, Inc.	2,841,800		208,673,374
TOTAL CONSUMER STAPLES			442,844,970
ENERGY - 4.4%
Energy Equipment & Services - 1.2%
Halliburton Co.	417,400		30,975,254
Schlumberger Ltd. (NY Shares)	462,900		30,139,419
			61,114,673
Oil, Gas & Consumable Fuels - 3.2%
ConocoPhillips	1,090,400		71,453,912
	Shares		Value
Exxon Mobil Corp.	1,159,900		$ 71,159,865
Ultra Petroleum Corp. (a)	419,600		24,869,692
			167,483,469
TOTAL ENERGY			228,598,142
FINANCIALS - 14.7%
Capital Markets - 0.0%
Northern Trust Corp.	16,800		929,040
Commercial Banks - 0.0%
Boston Private Financial Holdings, Inc.	34,369		958,895
Consumer Finance - 3.8%
SLM Corp.	3,726,918		197,228,501
Diversified Financial Services - 1.7%
Bank of America Corp.	1,818,700		87,479,470
Insurance - 9.2%
ACE Ltd.	786,018		39,764,651
AFLAC, Inc.	775,120		35,926,812
American International Group, Inc.	5,926,700		349,971,635
Aspen Insurance Holdings Ltd.	70,200		1,634,958
Platinum Underwriters Holdings Ltd.	111,200		3,111,376
The St. Paul Travelers Companies, Inc.	921,300		41,071,554
			471,480,986
TOTAL FINANCIALS			758,076,892
HEALTH CARE - 21.1%
Biotechnology - 0.9%
Biogen Idec, Inc. (a)	233,100		10,799,523
Cephalon, Inc. (a)	129,600		7,788,960
Gilead Sciences, Inc. (a)	453,000		26,799,480
			45,387,963
Health Care Equipment & Supplies - 1.6%
Advanced Medical Optics, Inc. (a)(d)	614,775		31,169,093
Alcon, Inc.	83,480		8,226,954
C.R. Bard, Inc.	517,800		37,934,028
Inverness Medical Innovations, Inc. (a)	173,500		4,897,905
			82,227,980
Health Care Providers & Services - 3.7%
Aetna, Inc.	741,900		29,624,067
Humana, Inc. (a)	1,576,300		84,647,310
UnitedHealth Group, Inc.	1,679,880		75,225,026
			189,496,403
Life Sciences Tools & Services - 1.4%
Charles River Laboratories International, Inc. (a)	1,960,429		72,143,787
Pharmaceuticals - 13.5%
Allergan, Inc.	393,099		42,163,799
Barr Pharmaceuticals, Inc. (a)	206,110		9,829,386
Cipla Ltd.	3,468,416		16,329,073
Endo Pharmaceuticals Holdings, Inc. (a)	813,711		26,836,189
Johnson & Johnson	4,238,900		253,994,888
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Pharmaceuticals - continued
Novartis AG sponsored ADR	622,900		$ 33,586,768
Pfizer, Inc.	1,042,500		24,467,475
Roche Holding AG (participation certificate)	870,071		143,837,504
Teva Pharmaceutical Industries Ltd. sponsored ADR	947,397		29,928,271
Wyeth	2,552,700		113,365,407
			694,338,760
TOTAL HEALTH CARE		1,083,594,893
INDUSTRIALS - 13.5%
Aerospace & Defense - 5.4%
General Dynamics Corp.	1,205,200		78,892,392
Honeywell International, Inc.	3,613,900		145,640,170
Raytheon Co.	903,900		40,286,823
Raytheon Co. warrants 6/16/11 (a)	604		7,641
United Technologies Corp.	183,300		11,624,886
			276,451,912
Commercial Services & Supplies - 0.0%
Allied Waste Industries, Inc. (a)	136,700		1,552,912
Waste Management, Inc.	45,600		1,636,128
			3,189,040
Construction & Engineering - 1.2%
Chicago Bridge & Iron Co. NV (NY Shares)	101,500		2,451,225
Jacobs Engineering Group, Inc. (a)	726,700		57,874,388
			60,325,613
Industrial Conglomerates - 6.9%
General Electric Co.	10,738,630		353,945,244
TOTAL INDUSTRIALS			693,911,809
INFORMATION TECHNOLOGY - 16.8%
Communications Equipment - 5.5%
CIENA Corp. (a)(e)	32,867,804		158,094,137
Cisco Systems, Inc. (a)	1,087,800		21,244,734
Corning, Inc. (a)	228,400		5,524,996
CSR PLC (a)	23,000		536,000
Harris Corp.	1,158,300		48,081,033
Lucent Technologies, Inc. (a)	14,586,100		35,298,362
NMS Communications Corp. (a)(e)	3,589,305		12,993,284
			281,772,546
Computers & Peripherals - 0.6%
EMC Corp. (a)	690,700		7,576,979
NCR Corp. (a)	584,000		21,397,760
			28,974,739
	Shares		Value
Electronic Equipment & Instruments - 0.0%
Universal Display Corp. (a)(d)	114,303		$ 1,521,373
Internet Software & Services - 2.1%
eBay, Inc. (a)	2,961,447		86,740,783
Yahoo!, Inc. (a)	645,300		21,294,900
			108,035,683
IT Services - 0.0%
NCI, Inc. Class A	141,197		1,849,681
Semiconductors & Semiconductor Equipment - 2.4%
Applied Materials, Inc.	894,800		14,567,344
Applied Micro Circuits Corp. (a)	3,998,555		10,916,055
ARM Holdings PLC sponsored ADR	1,436,400		8,991,864
ASML Holding NV (NY Shares) (a)	6,100		123,342
Broadcom Corp. Class A (a)	9,300		279,465
Cymer, Inc. (a)	4,100		190,486
Exar Corp. (a)	1,112,731		14,765,940
Integrated Device Technology, Inc. (a)	1,597,599		22,653,954
Intel Corp.	277,700		5,262,415
Linear Technology Corp.	947,700		31,738,473
PMC-Sierra, Inc. (a)	1,493,596		14,039,802
Trident Microsystems, Inc. (a)	6,700		127,166
			123,656,306
Software - 6.2%
Activision, Inc. (a)	1,851,200		21,066,656
Cadence Design Systems, Inc. (a)	206,600		3,543,190
Electronic Arts, Inc. (a)	486,646		20,945,244
Microsoft Corp.	9,537,046		222,213,172
NDS Group PLC sponsored ADR (a)	329,600		15,342,880
Nintendo Co. Ltd.	25,400		4,262,006
THQ, Inc. (a)	1,413,294		30,527,150
			317,900,298
TOTAL INFORMATION TECHNOLOGY			863,710,626
MATERIALS - 1.6%
Metals & Mining - 1.6%
Goldcorp, Inc.	949,000		28,606,871
Newmont Mining Corp.	995,200		52,675,936
			81,282,807
TELECOMMUNICATION SERVICES - 7.1%
Diversified Telecommunication Services - 3.5%
Alaska Communication Systems Group, Inc.	534,994		6,767,674
AT&T, Inc.	2,013,200		56,148,148
Qwest Communications International, Inc. (a)	3,537,600		28,619,184
Verizon Communications, Inc.	2,661,900		89,147,031
			180,682,037
Wireless Telecommunication Services - 3.6%
ALLTEL Corp.	555,500		35,457,565
Common Stocks - continued
	Shares		Value
TELECOMMUNICATION SERVICES - continued
Wireless Telecommunication Services - continued
American Tower Corp. Class A (a)	2,601,702		$ 80,964,966
Sprint Nextel Corp.	3,354,700		67,060,453
			183,482,984
TOTAL TELECOMMUNICATION SERVICES			364,165,021
UTILITIES - 0.3%
Independent Power Producers & Energy Traders - 0.3%
TXU Corp.	217,500		13,004,325
TOTAL COMMON STOCKS (Cost $4,462,093,659)		4,698,145,116
Preferred Stocks - 0.0%
Convertible Preferred Stocks - 0.0%
INFORMATION TECHNOLOGY - 0.0%
Communications Equipment - 0.0%
Chorum Technologies, Inc. Series E (a)(f)	27,000		0
Nonconvertible Preferred Stocks - 0.0%
HEALTH CARE - 0.0%
Life Sciences Tools & Services - 0.0%
GeneProt, Inc. Series A (a)(f)	255,000		3

TOTAL PREFERRED STOCKS (Cost $1,785,845)		3
Convertible Bonds - 0.4%
	Principal Amount
INFORMATION TECHNOLOGY - 0.4%
Communications Equipment - 0.4%
CIENA Corp. 3.75% 2/1/08	$ 22,990,000		22,102,586
TOTAL CONVERTIBLE BONDS (Cost $21,932,895)		22,102,586

Money Market Funds - 9.4%
	Shares		Value
Fidelity Cash Central Fund, 5.11% (b)	463,907,961	$ 463,907,961
Fidelity Securities Lending Cash Central Fund, 5.14% (b)(c)	18,217,575		18,217,575
TOTAL MONEY MARKET FUNDS (Cost $482,125,536)		482,125,536

TOTAL INVESTMENT PORTFOLIO - 101.2% (Cost $4,967,937,935) 5,202,373,241

NET OTHER ASSETS - (1.2)%	(59,431,722)
NET ASSETS - 100%	$ 5,142,941,519

Legend

(a) Non-income producing

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

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

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

(e) Affiliated company

(f) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $3 or 0.0% of net assets.

Additional information on each holding is as follows:

Security	Acquisition Date	Acquisition Cost
Chorum Technologies, Inc. Series E	9/19/00	$ 405,050
GeneProt, Inc. Series A	7/7/00	$ 1,380,795

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 12,707,884
Fidelity Securities Lending Cash Central Fund	848,089
Total	$ 13,555,973

Other Affiliated Issuers

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

Affiliates	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
CIENA Corp.	$ 103,046,328	$ 706,037	$ 30,676,150	$ -	$ 158,094,137
Finisar Corp.	26,351,402	-	70,774,493	-	-
GameStop Corp. Class A	59,021,985	9,994,727	101,231,639	-	-
NMS Communications Corp.	7,041,729	6,456,312	-	-	12,993,284
TOTAL	$ 195,461,444	$ 8,157,076	$ 202,682,282	$ -	$ 171,087,421

Income Tax Information

At June 30, 2006, the aggregate cost of investment securities for income tax purposes was $4,984,425,194. Net unrealized appreciation aggregated $217,948,047, of which $377,453,205 related to appreciated investment securities and $159,505,158 related to depreciated investment securities.

Investment Valuation

Investments are valued as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time. Security transactions are accounted for as of trade date. Wherever possible, the fund uses independent pricing services approved by the Board of Trustees to value its investments. Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price. Debt securities, including restricted securities, for which quotations are readily available, are valued by independent pricing services or by dealers who make markets in such securities. Pricing services consider yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices. Investments in open-end mutual funds are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value. When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. For example, when developments occur between the close of a market and the close of the NYSE that may materially affect the value of some or all of the securities, or when trading in a security is halted, those securities may be fair valued. The frequency of when fair value pricing is used is unpredictable. The value of securities used under fair value pricing may differ from published prices for the same securities.

For additional information on the fund's policy regarding valuation of investments and other significant accounting policies, please refer to the fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please visit advisor.fidelity.com or call Fidelity at 1-800-433-0734 for a free copy of the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR Corp. or an affiliate.

Quarterly Report

Item 2. Controls and Procedures

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

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

Item 3. Exhibits

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

SIGNATURES

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

Fidelity Destiny Portfolios

By:	/s/Christine Reynolds
	Christine Reynolds
	President and Treasurer
Date:	August 28, 2006

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

By:	/s/Christine Reynolds
	Christine Reynolds
	President and Treasurer
Date:	August 28, 2006

By:	/s/Joseph B. Hollis
	Joseph B. Hollis
	Chief Financial Officer
Date:	August 28, 2006