File No. 2-34100
Fidelity Systematic Investment Plans
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 82
TO
FORM S-6
For registration under the Securities Act of 1933 of Securities of Unit Investment Trusts Registered on Form N-8B-2
A. Exact Name of Trust
		FIDELITY SYSTEMATIC INVESTMENT PLANS: Destiny Plans I: O and Destiny Plans II: O Destiny Plans I: N and Destiny Plans II: N
B. Name of Depositor:
		FIDELITY DISTRIBUTORS CORPORATION
C. Complete Address of Depositor's Principal Executive Offices:
		82 Devonshire Street Boston, Massachusetts 02109
D. Name and Complete Address of Agent for Services:
		Natalie Kavanaugh Fidelity Distributors Corporation 68 Devonshire Street Boston, Massachusetts 02109
It is proposed that this filing will become effective (check appropriate box):
	( )	immediately upon filing pursuant to paragraph (b) at 5:30 p.m. Eastern Time.
	(X)	On (November 29, 2012) pursuant to paragraph (b) at 5:30 p.m. Eastern Time.
	( )	60 days after filing pursuant to paragraph (a)(i) at 5:30 p.m. Eastern Time.
	( )	on ( ) pursuant to paragraph (a)(i) at 5:30 p.m. Eastern Time.
	( )	75 days after filing pursuant to paragraph (a)(ii) at 5:30 p.m. Eastern Time.
	( )	on ( ) pursuant to paragraph (a)(ii) of Rule 485 at 5:30 p.m. Eastern Time.
If appropriate, check the following box:
	( )	this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

CONTENTS OF REGISTRATION STATEMENT FILE NO. 2-34100

This registration statement comprises the following papers and documents:

The Facing Sheet

The Reconciliations

The Prospectuses

The Undertaking to file reports

The Signatures

Written Consents of the following persons:

PricewaterhouseCoopers LLP (regarding Destiny Plans)

PricewaterhouseCoopers LLP (regarding FDC)

The Exhibits

RECONCILIATION AND TIE OF INFORMATION SHOWN IN FIDELITY SYSTEMATIC

INVESTMENT PLANS: DESTINY PLANS I: N

PROSPECTUS WITH THAT REQUIRED BY FORM N-8B-2

Form N-8B-2 Item Number	Caption Reference
1(a)	Front Cover
(b)	Fidelity Systematic Investment Plans; General
2	The Sponsor; Back Cover
3	The Custodian; The Sponsor; Back Cover
4	The Sponsor; Back Cover
5	General
6(a)	General; The Custodian
(b)	General; The Custodian
7	Not applicable
8	September 30
9	Not applicable
10(a)	How the Fidelity Destiny Plans Can Help You Meet Your Objectives; General
(b)	Distributions
(c)	Partial Redemption of Your Plan Shares; Systematic Withdrawal Program; Your Cancellation and Refund Rights; Terminating Your Plan
(d)	Partial Redemption of Your Plan Shares; Systematic Withdrawal Program; Transferring or Assigning Your Rights in a Plan; Your Cancellation and Refund Rights; Terminating Your Plan; Plan Reinstatement; Completed Plans and Exchanges
(e)	Termination of Your Plan by the Sponsor or Custodian; Partial Redemption of Your Plan Shares; Plan Reinstatement
(f)	Your Voting Rights
(g)(1)(2)	Substitution of the Underlying Investment
(3)(4)	The Custodian
(h)(1)(2)	Substitution of the Underlying Investment
(3)(4)	The Custodian
(i)	Fees and Expenses
11	Investment Objective of the Fund
12(a)	Investment Objective of the Fund
(b)	The Custodian
(c)	The Custodian
(d)	Not applicable
(e)	Not applicable
13(a)(A)(B)	How the Fidelity Destiny Plans Can Help You Meet Your Objectives; Fees and Expenses; Rights of Accumulation; Changing the Face Amount of Your Plan; Extended Investment Option; Your Cancellation and Refund Rights; Terminating Your Plan; Plan Reinstatement; The Custodian; The Sponsor
Form N-8B-2 Item Number	Caption Reference
(C)	The Sponsor; The Custodian; General
(D)	How the Fidelity Destiny Plans Can Help You Meet Your Objectives; Fees and Expenses; Rights of Accumulation; Changing the Face Amount of Your Plan; Extended Investment Option; Your Cancellation and Refund Rights; Terminating Your Plan; Plan Reinstatement; The Custodian; The Sponsor
(b)	Fees and Expenses
(c)	Fidelity Systematic Investment Plans; How the Fidelity Destiny Plans Can Help You Meet Your Objectives
(d)	Rights of Accumulation; General
(e);(f)	Not applicable
(g)	Fees and Expenses; Financial Statements
14	How to Start a Destiny Plan
15	How to Start a Destiny Plan; The Custodian; The Sponsor
16	Investment Objectives of the Fund; The Custodian; The Sponsor
17	Partial Redemption of Your Plan Shares; Systematic Withdrawal Program; Your Cancellation and Refund Rights; Terminating Your Plan; Plan Reinstatement; Completed Plans and Exchanges
18(a);(b)	Distributions; The Custodian; The Sponsor
(c)	Not applicable
(d)	Not applicable
19	The Custodian
20(a-c)	Termination of Your Plan by the Sponsor or Custodian; General; The Custodian; Reference is made to the statements in Exhibit A(1) filed herewith.
(d-f)	Not applicable
21	Not applicable
22	Reference is made to the statements in Exhibit A(1) filed herewith.
23	The Sponsor
24	Not applicable
25	The Sponsor
26(a)	Financial Statements
(b)	Not applicable
27	The Sponsor
28	The Sponsor
29	The Sponsor
30	Not applicable
31	Not applicable
32	Not applicable
33	Not applicable
34	Not applicable
Form N-8B-2 Item Number	Caption Reference
35(A)(B)	General
(C)	Not applicable
36	Not applicable
37	Not applicable
38	Fidelity Systematic Investment Plans; General; The Sponsor
39	The Sponsor
40	Financial Statements
41(a)	The Sponsor
(b)(c)	Not applicable
42	The Sponsor
43	Not applicable
44(a)	Financial Statements
(b)	Fees and Expenses; Financial Statements
45	Not applicable
46(a);(b)	Partial Redemption of Your Plan Shares; Systematic Withdrawal Plan; Your Cancellation and Refund Rights; Terminating Your Plan; Completed Plans and Exchanges; The Custodian
47	Investment Objective of the Fund; Substitution of the Underlying Investment; The Custodian; The Sponsor
48	The Custodian; The Sponsor
49	Fees and Expenses; The Custodian; The Sponsor; Statement of Operations
50	Not applicable
51	Not applicable
52(a)	Substitution of the Underlying Investment
(b)	Not applicable
(c)(1)(2)	Substitution of the Underlying Investment
(3)	Not applicable
(4)(5)	Substitution of the Underlying Investment
(d)	Not applicable
53	Taxes
54	Not applicable
55	Fees and Expenses
56-59	Not applicable

RECONCILIATION AND TIE OF INFORMATION SHOWN IN FIDELITY SYSTEMATIC

INVESTMENT PLANS: DESTINY PLANS II: N

PROSPECTUS WITH THAT REQUIRED BY FORM N-8B-2

Form N-8B-2 Item Number	Caption Reference
1(a)	Front Cover
(b)	Fidelity Systematic Investment Plans; General
2	The Sponsor; Back Cover
3	The Custodian; The Sponsor; Back Cover
4	The Sponso; Back Cover
5	General
6(a)	General; The Custodian
(b)	General; The Custodian
7	Not applicable
8	September 30
9	Not applicable
10(a)	How the Fidelity Destiny Plans Can Help You Meet Your Objectives; General
(b)	Distributions
(c)	Partial Redemption of Your Plan Shares; Systematic Withdrawal Program; Your Cancellation and Refund Rights; Terminating Your Plan
(d)	Partial Redemption of Your Plan Shares; Systematic Withdrawal Program; Transferring or Assigning Your Rights in a Plan; Your Cancellation and Refund Rights; Terminating Your Plan; Plan Reinstatement; Completed Plans and Exchanges
(e)	Termination of Your Plan by the Sponsor or Custodian; Partial Redemption of Your Plan Shares; Plan Reinstatement
(f)	Your Voting Rights
(g)(1)(2)	Substitution of the Underlying Investment
(3)(4)	The Custodian
(h)(1)(2)	Substitution of the Underlying Investment
(3)(4)	The Custodian
(i)	Fees and Expenses
11	Investment Objective of the Fund
12(a)	Investment Objective of the Fund
(b)	The Custodian
(c)	The Custodian
(d)	Not applicable
(e)	Not applicable
13(a)(A)(B)	How the Fidelity Destiny Plans Can Help You Meet Your Objectives; Fees and Expenses; Rights of Accumulation; Changing the Face Amount of Your Plan; Extended Investment Option; Your Cancellation and Refund Rights; Terminating Your Plan; Plan Reinstatement; The Custodian; The Sponsor
Form N-8B-2 Item Number	Caption Reference
(C)	The Sponsor; The Custodian; General
(D)	How the Fidelity Destiny Plans Can Help You Meet Your Objectives; Fees and Expenses; Rights of Accumulation; Changing the Face Amount of Your Plan; Extended Investment Option; Your Cancellation and Refund Rights; Terminating Your Plan; Plan Reinstatement; The Custodian; The Sponsor
(b)	Fees and Expenses
(c)	Fidelity Systematic Investment Plans; How the Fidelity Destiny Plans Can Help You Meet Your Objectives
(d)	Rights of Accumulation; General
(e);(f)	Not applicable
(g)	Fees and Expenses; Financial Statements
14	How to Start a Destiny Plan
15	How to Start a Destiny Plan; The Custodian; The Sponsor
16	Investment Objectives of the Fund; The Custodian; The Sponsor
17	Partial Redemption of Your Plan Shares; Systematic Withdrawal Program; Your Cancellation and Refund Rights; Terminating Your Plan; Plan Reinstatement; Completed Plans and Exchanges
18(a);(b)	Distributions; The Custodian; The Sponsor
(c)	Not applicable
(d)	Not applicable
19	The Custodian
20(a-c)	Termination of Your Plan by the Sponsor or Custodian; General; The Custodian; Reference is made to the statements in Exhibit A(1) filed herewith.
(d-f)	Not applicable
21	Not applicable
22	Reference is made to the statements in Exhibit A(1) filed herewith.
23	The Sponsor
24	Not applicable
25	The Sponsor
26(a)	Financial Statements
(b)	Not applicable
27	The Sponsor
28	The Sponsor
29	The Sponsor
30	Not applicable
31	Not applicable
32	Not applicable
33	Not applicable
34	Not applicable
Form N-8B-2 Item Number	Caption Reference
35(A)(B)	General
(C)	Not applicable
36	Not applicable
37	Not applicable
38	Fidelity Systematic Investment Plans; General; The Sponsor
39	The Sponsor
40	Financial Statements
41(a)	The Sponsor
(b)(c)	Not applicable
42	The Sponsor
43	Not applicable
44(a)	Financial Statements
(b)	Fees and Expenses; Financial Statements
45	Not applicable
46(a);(b)	Partial Redemption of Your Plan Shares; Systematic Withdrawal Plan; Your Cancellation and Refund Rights; Terminating Your Plan; Completed Plans and Exchanges; The Custodian
47	Investment Objective of the Fund; Substitution of the Underlying Investment; The Custodian; The Sponsor
48	The Custodian; The Sponsor
49	Fees and Expenses; The Custodian; The Sponsor; Statement of Operations
50	Not applicable
51	Not applicable
52(a)	Substitution of the Underlying Investment
(b)	Not applicable
(c)(1)(2)	Substitution of the Underlying Investment
(3)	Not applicable
(4)(5)	Substitution of the Underlying Investment
(d)	Not applicable
53	Taxes
54	Not applicable
55	Fees and Expenses
56-59	Not applicable

RECONCILIATION AND TIE OF INFORMATION SHOWN IN FIDELITY SYSTEMATIC

INVESTMENT PLANS: DESTINY PLANS I: O PROSPECTUS WITH THAT REQUIRED BY FORM N-8B-2

Form N-8B-2 Item Number	Caption Reference
1(a)	Front Cover
(b)	Fidelity Systematic Investment Plans; General
2	The Sponsor; Back Cover
3	The Custodian; The Sponsor; Back Cover
4	The Sponsor; Back Cover
5	General
6(a)	General; The Custodian
(b)	General; The Custodian
7	Not applicable
8	September 30
9	Not applicable
10(a)	How the Fidelity Destiny Plans Can Help You Meet Your Objectives; General
(b)	Distributions
(c)	Partial Redemption of Your Plan Shares; Systematic Withdrawal Program; Your Cancellation and Refund Rights; Terminating Your Plan
(d)	Partial Redemption of Your Plan Shares; Systematic Withdrawal Program; Transferring or Assigning Your Rights in a Plan; Your Cancellation and Refund Rights; Terminating Your Plan; Plan Reinstatement; Completed Plans and Exchanges
(e)	Termination of Your Plan by the Sponsor or Custodian; Partial Redemption of Your Plan Shares; Plan Reinstatement
(f)	Your Voting Rights
(g)(1)(2)	Substitution of the Underlying Investment
(3)(4)	The Custodian
(h)(1)(2)	Substitution of the Underlying Investment
(3)(4)	The Custodian
(i)	Fees and Expenses
11	Investment Objective of the Fund
12(a)	Investment Objective of the Fund
(b)	The Custodian
(c)	The Custodian
(d)	Not applicable
(e)	Not applicable
13(a)(A)(B)	How the Fidelity Destiny Plans Can Help You Meet Your Objectives; Fees and Expenses; Rights of Accumulation; Changing the Face Amount of Your Plan; Extended Investment Option; Your Cancellation and Refund Rights; Terminating Your Plan; Plan Reinstatement; The Custodian; The Sponsor
Form N-8B-2 Item Number	Caption Reference
(C)	The Sponsor; The Custodian; General
(D)	How the Fidelity Destiny Plans Can Help You Meet Your Objectives; Fees and Expenses; Rights of Accumulation; Changing the Face Amount of Your Plan; Extended Investment Option; Your Cancellation and Refund Rights; Terminating Your Plan; Plan Reinstatement; The Custodian; The Sponsor
(b)	Fees and Expenses
(c)	Fidelity Systematic Investment Plans; How the Fidelity Destiny Plans Can Help You Meet Your Objectives
(d)	Rights of Accumulation; General
(e);(f)	Not applicable
(g)	Fees and Expenses; Financial Statements
14	How to Start a Destiny Plan
15	How to Start a Destiny Plan; The Custodian; The Sponsor
16	Investment Objectives of the Fund; The Custodian; The Sponsor
17	Partial Redemption of Your Plan Shares; Systematic Withdrawal Program; Your Cancellation and Refund Rights; Terminating Your Plan; Plan Reinstatement; Completed Plans and Exchanges
18(a);(b)	Distributions; The Custodian; The Sponsor
(c)	Not applicable
(d)	Not applicable
19	The Custodian
20(a-c)	Termination of Your Plan by the Sponsor or Custodian; General; The Custodian; Reference is made to the statements in Exhibit A(1) filed herewith.
(d-f)	Not applicable
21	Not applicable
22	Reference is made to the statements in Exhibit A(1) filed herewith.
23	The Sponsor
24	Not applicable
25	The Sponsor
26(a)	Financial Statements
(b)	Not applicable
27	The Sponsor
28	The Sponsor
29	The Sponsor
30	Not applicable
31	Not applicable
32	Not applicable
33	Not applicable
34	Not applicable
Form N-8B-2 Item Number	Caption Reference
35(A)(B)	General
(C)	Not applicable
36	Not applicable
37	Not applicable
38	Fidelity Systematic Investment Plans; General; The Sponsor
39	The Sponsor
40	Financial Statements
41(a)	The Sponsor
(b)(c)	Not applicable
42	The Sponsor
43	Not applicable
44(a)	Financial Statements
(b)	Fees and Expenses; Financial Statements
45	Not applicable
46(a);(b)	Partial Redemption of Your Plan Shares; Systematic Withdrawal Plan; Your Cancellation and Refund Rights; Terminating Your Plan; Completed Plans and Exchanges; The Custodian
47	Investment Objective of the Fund; Substitution of the Underlying Investment; The Custodian; The Sponsor
48	The Custodian; The Sponsor
49	Fees and Expenses; The Custodian; The Sponsor; Statement of Operations
50	Not applicable
51	Not applicable
52(a)	Substitution of the Underlying Investment
(b)	Not applicable
(c)(1)(2)	Substitution of the Underlying Investment
(3)	Not applicable
(4)(5)	Substitution of the Underlying Investment
(d)	Not applicable
53	Taxes
54	Not applicable
55	Fees and Expenses
56-59	Not applicable

RECONCILIATION AND TIE OF INFORMATION SHOWN IN FIDELITY SYSTEMATIC

INVESTMENT PLANS: DESTINY PLANS II: O PROSPECTUS WITH THAT REQUIRED BY FORM N-8B-2

Form N-8B-2 Item Number	Caption Reference
1(a)	Front Cover
(b)	Fidelity Systematic Investment Plans; General
2	The Sponsor; Back Cover
3	The Custodian; The Sponsor; Back Cover
4	The Sponor; Back Cover
5	General
6(a)	General; The Custodian
(b)	General; The Custodian
7	Not applicable
8	September 30
9	Not applicable
10(a)	How the Fidelity Destiny Plans Can Help You Meet Your Objectives; General
(b)	Distributions
(c)	Partial Redemption of Your Plan Shares; Systematic Withdrawal Program; Your Cancellation and Refund Rights; Terminating Your Plan
(d)	Partial Redemption of Your Plan; Systematic Withdrawal Program; Transferring or Assigning Your Rights in a Plan; Your Cancellation and Refund Rights; Terminating Your Plan; Plan Reinstatement; Completed Plans and Exchanges
(e)	Termination of Your Plan by the Sponsor or Custodian; Partial Redemption of Your Plan Shares; Plan Reinstatement
(f)	Your Voting Rights
(g)(1)(2)	Substitution of the Underlying Investment
(3)(4)	The Custodian
(h)(1)(2)	Substitution of the Underlying Investment
(3)(4)	The Custodian
(i)	Fees and Expenses
11	Investment Objective of the Fund
12(a)	Investment Objective of the Fund
(b)	The Custodian
(c)	The Custodian
(d)	Not applicable
(e)	Not applicable
13(a)(A)(B)	How the Fidelity Destiny Plans Can Help You Meet Your Objectives; Fees and Expenses; Rights of Accumulation; Changing the Face Amount of Your Plan; Extended Investment Option; Your Cancellation and Refund Rights; Terminating Your Plan; Plan Reinstatement; The Custodian; The Sponsor
Form N-8B-2 Item Number	Caption Reference
(C)	The Sponsor; The Custodian; General
(D)	How the Fidelity Destiny Plans Can Help You Meet Your Objectives; Fees and Expenses; Rights of Accumulation; Changing the Face Amount of Your Plan; Extended Investment Option; Your Cancellation and Refund Rights; Terminating Your Plan; Plan Reinstatement; The Custodian; The Sponsor
(b)	Fees and Expenses
(c)	Fidelity Systematic Investment Plans; How the Fidelity Destiny Plans Can Help You Meet Your Objectives
(d)	Rights of Accumulation; General
(e);(f)	Not applicable
(g)	Fees and Expenses; Financial Statements
14	How to Start a Destiny Plan
15	How to Start a Destiny Plan; The Custodian; The Sponsor
16	Investment Objectives of the Fund; The Custodian; The Sponsor
17	Partial Redemption of Your Plan Shares; Systematic Withdrawal Program; Your Cancellation and Refund Rights; Terminating Your Plan; Plan Reinstatement; Completed Plans and Exchanges
18(a);(b)	Distributions; The Custodian; The Sponsor
(c)	Not applicable
(d)	Not applicable
19	The Custodian
20(a-c)	Termination of Your Plan by the Sponsor or Custodian; General; The Custodian; Reference is made to the statements in Exhibit A(1) filed herewith.
(d-f)	Not applicable
21	Not applicable
22	Reference is made to the statements in Exhibit A(1) filed herewith.
23	The Sponsor
24	Not applicable
25	The Sponsor
26(a)	Financial Statements
(b)	Not applicable
27	The Sponsor
28	The Sponsor
29	The Sponsor
30	Not applicable
31	Not applicable
32	Not applicable
33	Not applicable
34	Not applicable
Form N-8B-2 Item Number	Caption Reference
35(A)(B)	General
(C)	Not applicable
36	Not applicable
37	Not applicable
38	Fidelity Systematic Investment Plans; General; The Sponsor
39	The Sponsor
40	Financial Statements
41(a)	The Sponsor
(b)(c)	Not applicable
42	The Sponsor
43	Not applicable
44(a)	Financial Statements
(b)	Fees and Expenses; Financial Statements
45	Not applicable
46(a);(b)	Partial Redemption of Your Plan Shares; Systematic Withdrawal Plan; Your Cancellation and Refund Rights; Terminating Your Plan; Completed Plans and Exchanges; The Custodian
47	Investment Objective of the Fund; Substitution of the Underlying Investment; The Custodian; The Sponsor
48	The Custodian; The Sponsor
49	Fees and Expenses; The Custodian; The Sponsor; Statement of Operations
50	Not applicable
51	Not applicable
52(a)	Substitution of the Underlying Investment
(b)	Not applicable
(c)(1)(2)	Substitution of the Underlying Investment
(3)	Not applicable
(4)(5)	Substitution of the Underlying Investment
(d)	Not applicable
53	Taxes
54	Not applicable
55	Fees and Expenses
56-59	Not applicable

Effective October 27, 2006, the Military Personnel Financial Services Protection Act (the "Act") prohibits the issuance or sale of new periodic payment plans, such as the Destiny Plans. The Act does not alter, invalidate, or otherwise affect any rights or obligations, including rights of redemption, of existing Planholders.

FIDELITY SYSTEMATIC INVESTMENT PLANS:
Destiny Plans I: N

The Destiny Plans are systematic investment plans that allow you to build equity over a period of years by investing regularly each month in mutual fund shares. This prospectus describes Destiny Plans I: N (the "Plan"). You may make fixed monthly investments in a Plan for a term of either 10 or 15 years. You may continue to make investments for as long as 30 years. You may invest in one of several monthly investment plan amounts for as little as $50 per month. Investments in your Plan are applied to the purchase of Class A shares of one of the Fidelity Destiny Portfolios. Destiny Plans I: N purchases Class A shares of Fidelity Advisor Diversified Stock Fund (the "Fund").

The Plan deducts Creation and Sales Charges equal to as much as 50% of each of your first twelve monthly investments. On 10 year Plans, the Creation and Sales Charges range from 5.00% on $6,000 Plans ($50 a month) to 1.50% on $1,200,000 Plans ($10,000 a month) of the total amount invested. On 15 year Plans, the Creation and Sales Charges range from 3.33% on $9,000 Plans ($50 a month) to 1.00% on $1,800,000 Plans ($10,000 a month) of the total amount invested.

The Creation and Sales Charges are deducted from your Plan investments, and the balance is invested in Class A shares of the Fund. Class A shares of the Fund are subject to certain annual expenses, including management fees and 12b-1 fees. The Creation and Sales Charges and the other fees and expenses that either you or your Plan will pay are described in the "Fees and Expenses" section beginning on page (Click Here).

YOUR PLAN AND YOUR PLAN'S INVESTMENT IN FUND SHARES IS INTENDED TO BE A LONG-TERM INVESTMENT. YOU SHOULD NOT PURCHASE A PLAN IF YOU ARE SEEKING QUICK PROFITS OR IF YOU MIGHT BE UNABLE TO COMPLETE THE PLAN. If you terminate or withdraw from your Plan in the early years of your Plan, you may incur a loss because the full amount of the entire Creation and Sales Charges are deducted from your first twelve investments. Your Plan does not eliminate the risk involved in the ownership of individual securities and your Plan's value will increase or decrease over time as the result of increases or decreases in the prices of securities owned by the Fund. You will incur a loss if you terminate your Plan at a time when the value of your Plan's shares is less than their cost. Advance payment of any of your monthly investments increases the possibility that a loss may result from early termination. You have the right to a refund of the current value of your investment in Class A shares and the full amount of the Creation and Sales Charges you have paid within 45 days after the date of the mailing of a written notice from the custodian. You also have a right to a refund of some or all of your Plan investment within 18 months of the purchase of a Plan. These rights are subject to the conditions described in the "Your Cancellation and Refund Rights" section on page (Click Here). You do not have to purchase a Plan to make monthly investments in mutual funds, including the Fund. Other mutual funds managed by the Fund's investment adviser have investment objectives similar in many respects to those of the Fund. Your investment in shares of these other funds would be subject to charges that may differ from, and in some cases be less than, those which apply to an investment in the Plan.

Plans established while this Prospectus is effective are governed by the terms of this Prospectus, including all the rules, rights, privileges and benefits it describes. THEREFORE IT IS IMPORTANT THAT YOU READ THIS PROSPECTUS AND RETAIN IT FOR FUTURE REFERENCE. No salesman, dealer, or other person is authorized by Fidelity Distributors Corporation (the "Sponsor"), Fidelity Systematic Investment Plans, or Fidelity Destiny Portfolios to give any information or make any representation that is not contained in either the Prospectus of the Plans, the Prospectus of Fidelity Destiny Portfolios, or in other printed or written material issued by the Sponsor, the Plans, or Fidelity Destiny Portfolios.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS AGAINST THE LAW. THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE CURRENT PROSPECTUS FOR FIDELITY DESTINY PORTFOLIOS.

[This Page Intentionally Left Blank]

TABLE OF CONTENTS

			Page
Fidelity Systematic Investment Plans			1
Table of Contents			(Click Here)
How the Fidelity Destiny Plans Can Help You Meet Your Objectives			(Click Here)
Investment Objective of the Fund			(Click Here)
Fees and Expenses			(Click Here)
	1.	Creation and Sales Charges	(Click Here)
	2.	Account Fees	(Click Here)
Keeping Your Plan Current			(Click Here)
Dollar-Cost Averaging and Diversification			(Click Here)
Plan Features			(Click Here)
	1.	Automatic Investment Program and Government Allotments	(Click Here)
	2.	Rights of Accumulation	(Click Here)
	3.	Distributions	(Click Here)
	4.	Federal Voluntary Income Tax Withholding	(Click Here)
	5.	Your Voting Rights	(Click Here)
	6.	Making Advance Investments	(Click Here)
	7.	Changing the Face Amount of Your Plan	(Click Here)
	8.	Extended Investment Option	(Click Here)
	9.	Partial Redemption of Your Plan Shares	(Click Here)
	10.	Systematic Withdrawal Program	(Click Here)
	11.	Transferring or Assigning Your Rights in a Plan	(Click Here)
	12.	Transfer of Broker	(Click Here)
	13.	Your Cancellation and Refund Rights	(Click Here)
	14.	Terminating Your Plan	(Click Here)
	15.	Completed Plans and Exchanges	(Click Here)
	16.	Plan Reinstatement	(Click Here)
	17.	Taxes	(Click Here)
	18.	Termination of Your Plan by the Sponsor or Custodian	(Click Here)
Substitution of the Underlying Investment			(Click Here)
General			(Click Here)
The Custodian			(Click Here)
The Sponsor			(Click Here)
Illustrations of Hypothetical Destiny Plans			(Click Here)
Glossary			(Click Here)
Financial Statements			27
Fidelity Destiny Portfolios Prospectus			P-1

HOW THE FIDELITY DESTINY PLANS CAN HELP YOU MEET YOUR OBJECTIVES

Many people who want to build an investment portfolio find it difficult to save the money necessary to make periodic stock purchases. The Destiny Plans are designed to help. The Plans make it possible for you to build equity over a period of years by investing a modest sum each month in shares of the Destiny Portfolios.

The Destiny Portfolios are mutual funds, the value of the shares of which are subject to fluctuations in the values of their underlying securities. A Plan calls for monthly investments at regular intervals regardless of the value of the Fund's shares. A Plan offers no assurance against loss in a declining market and does not eliminate the risk inherent in the ownership of any security. Terminating the Plan at a time when the value of the Fund shares you own is less than their cost will result in a loss. You should therefore consider your financial ability to continue and complete a Plan.

Before opening a Plan you should also consider the following:

1. A Plan represents an agreement among Fidelity Distributors Corporation (the "Sponsor"), State Street Bank and Trust Company (the "Custodian"), and you (the "Planholder") under which amounts invested, after deduction of the Creation and Sales Charges, are used to purchase shares of the Funds at net asset value.

2. Investments made through the Plan will not result in direct ownership of shares of the Fund, but rather will represent an interest in a series of a unit investment trust, which will have direct ownership of Class A shares of the Fund. You will have a beneficial interest in the underlying Fund's shares.

3. The Plan charges Creation and Sales Charges, sometimes called a "front-end load". If you were to terminate your Plan between 45 days after the date of the mailing of a written notice from the Custodian and 18 months after you start your Plan, the amount of Creation and Sales Charges that would not be refunded to you could be as much as 15% of your total investments made up to the time you terminate your Plan. If you terminate your Plan after 18 months, the amount of Creation and Sales Charges that would not be refunded to you could be as much as 33.33% of your total investments, assuming all your monthly investments were made. If you do not make all your monthly investments, the amount of Creation and Sales Charges that would not be refunded to you could be as much as 50% of your total investments. However, if you complete a 15 year Plan, the maximum Creation and Sales Charge would be no higher than 3.33% of your total investments. Accordingly, a Plan would not be suitable as a short-term investment. See "Fees and Expenses" on page 7.

INVESTMENT OBJECTIVE OF THE FUND

Fidelity Destiny Portfolios is an open-end management investment company, consisting of two separate portfolios, the Fund and Fidelity Advisor Capital Development Fund. The Fund is a diversified mutual fund, an investment vehicle that pools shareholders' money and invests it in a number of different securities. The Fund's objective is to seek capital growth.

The Fund's investments are managed by Fidelity Management & Research Company ("FMR"). FMR's principal investment strategies include:

Normally investing at least 80% of assets in stocks.

Normally investing primarily in common stocks.

Investing in domestic and foreign issuers.

Investing in either "growth" stocks or "value" stocks or both.

Using fundamental analysis of each issuer's financial condition and industry position and market and economic conditions to select investments.

The Fund's investment objective and principal investment strategies and risks are described in the accompanying Fidelity Destiny Portfolios prospectus, which begins on page P-1.

For more information about the business experience of FMR, see "Fund Management" on page P-12 of the Fund's prospectus.

FEES AND EXPENSES

Your Plan pays two kinds of fees: Creation and Sales Charges and Account Fees. Each of these fees is described in more detail below.

Your Plan also indirectly pays the fees and charges imposed on Class A shares of the Fund, including management fees, 12b-1 fees and other expenses. Your Plan indirectly pays these fees because it invests in Class A shares of the Fund. For more information about the fees payable by the Fund, see "Fee Table" on page P-3 of the Fund's prospectus.

1. Creation and Sales Charges

You will pay Creation and Sales Charges equal to as much as 50% of your first twelve investments in your Plan. When you have completed a 10 year Plan (120 monthly investments), the Creation and Sales Charges you paid on your first twelve investments will amount to as much as 5.00% of your total Plan investments, assuming that you invest in a Plan with the smallest monthly investment of $50 a month ($6,000 Face Amount). The Creation and Sales Charges on the largest 10 year plan size, $10,000 a month ($1,200,000 Face Amount), amount to 1.5% of your total Plan investments.

When you have completed a 15 year Plan (180 monthly investments), the Creation and Sales Charges you paid on your first twelve investments will amount to as much as 3.33% of your total Plan investments, assuming a monthly investment amount of $50 a month ($9,000 Face Amount). The Creation and Sales Charges on the largest 15 year plan size, $10,000 a month ($1,800,000 Face Amount), amount to 1.00% of your total Plan investments.

You have certain cancellation and refund rights. However, these rights are limited, and early termination of your Plan or your inability to complete your Plan may result in your having paid Creation and Sales Charges that represent a substantial percentage of your total investments in your Plan. For example, if you terminate your Plan between 45 days after the date of the mailing of a written notice from the Custodian and 18 months after you start your Plan, the Creation and Sales Charges that would not be refunded to you could be as much as 15% of your total investments made up to the time you terminate your Plan. If you terminate your Plan after 18 months, the Creation and Sales Charges that would not be refunded to you could be as much as 33.33% of your total investments made, assuming all your monthly investments were made. If you do not make all your monthly investments, the amount of Creation and Sales Charges that would not be refunded to you could be as much as 50% of your total investments. See "Your Cancellation and Refund Rights" on page 17.

The following tables illustrate the effect of the Creation and Sales Charges on Plans with different monthly investment amounts and different Plan lengths.

CREATION AND SALES CHARGES
10 Year Plans
(120 investments)

Monthly Investment	Total Face Amount of Plan	Creation and Sales Charges per first 12 Investments	Total Creation and Sales Charges	Percentage of Total Investment in Plan*	Percentage of Net Investment in Plan*
$ 50.00	$ 6,000.00	$ 25.00	$ 300.00	5.00%	5.26%
75.00	9,000.00	37.50	450.00	5.00	5.26
100.00	12,000.00	50.00	600.00	5.00	5.26
125.00	15,000.00	62.50	750.00	5.00	5.26
150.00	18,000.00	75.00	900.00	5.00	5.26
166.66	19,999.20	83.33	999.96	5.00	5.26
200.00	24,000.00	100.00	1,200.00	5.00	5.26
250.00	30,000.00	125.00	1,500.00	5.00	5.26
291.66	34,999.20	145.83	1,749.96	5.00	5.26
300.00	36,000.00	150.00	1,800.00	5.00	5.26
333.33	39,999.60	166.67	1,999.98	5.00	5.26
350.00	42,000.00	175.00	2,100.00	5.00	5.26
375.00	45,000.00	187.50	2,250.00	5.00	5.26
400.00	48,000.00	200.00	2,400.00	5.00	5.26
416.66	49,999.20	208.33	2,499.96	5.00	5.26
450.00	54,000.00	225.00	2,700.00	5.00	5.26
500.00	60,000.00	250.00	3,000.00	5.00	5.26
600.00	72,000.00	300.00	3,600.00	5.00	5.26
700.00	84,000.00	350.00	4,200.00	5.00	5.26
800.00	96,000.00	400.00	4,800.00	5.00	5.26
900.00	108,000.00	450.00	5,400.00	5.00	5.26
1,000.00	120,000.00	500.00	6,000.00	5.00	5.26
1,250.00	150,000.00	625.00	7,500.00	5.00	5.26
1,500.00	180,000.00	675.00	8,100.00	4.50	4.71
1,750.00	210,000.00	700.00	8,400.00	4.00	4.17
2,000.00	240,000.00	750.00	9,000.00	3.75	3.90
2,500.00	300,000.00	812.50	9,750.00	3.25	3.36
5,000.00	600,000.00	1,250.00	15,000.00	2.50	2.56
10,000.00	1,200,000.00	1,500.00	18,000.00	1.50	1.52

* Assumes completion of your Plan. "Investment" means only your monthly Plan investments and does not include any reinvestment of capital gain or dividend distributions.

CREATION AND SALES CHARGES
15 Year Plans
(180 investments)

Monthly Investment	Total Face Amount of Plan	Creation and Sales Charges per first 12 Investments	Total Creation and Sales Charges	Percentage of Total Investment in Plan*	Percentage of Net Investment in Plan*
$ 50.00	$ 9,000.00	$ 25.00	$ 300.00	3.33%	3.45%
75.00	13,500.00	37.50	450.00	3.33	3.45
100.00	18,000.00	50.00	600.00	3.33	3.45
125.00	22,500.00	62.50	750.00	3.33	3.45
150.00	27,000.00	75.00	900.00	3.33	3.45
166.66	29,998.80	83.33	999.96	3.33	3.45
200.00	36,000.00	100.00	1,200.00	3.33	3.45
250.00	45,000.00	125.00	1,500.00	3.33	3.45
291.66	52,498.80	145.83	1,749.96	3.33	3.45
300.00	54,000.00	150.00	1,800.00	3.33	3.45
333.33	59,999.40	166.67	1,999.98	3.33	3.45
350.00	63,000.00	175.00	2,100.00	3.33	3.45
375.00	67,500.00	187.50	2,250.00	3.33	3.45
400.00	72,000.00	200.00	2,400.00	3.33	3.45
416.66	74,998.80	208.33	2,499.96	3.33	3.45
450.00	81,000.00	225.00	2,700.00	3.33	3.45
500.00	90,000.00	250.00	3,000.00	3.33	3.45
600.00	108,000.00	300.00	3,600.00	3.33	3.45
700.00	126,000.00	350.00	4,200.00	3.33	3.45
800.00	144,000.00	400.00	4,800.00	3.33	3.45
900.00	162,000.00	450.00	5,400.00	3.33	3.45
1,000.00	180,000.00	500.00	6,000.00	3.33	3.45
1,250.00	225,000.00	625.00	7,500.00	3.33	3.45
1,500.00	270,000.00	675.00	8,100.00	3.00	3.09
1,750.00	315,000.00	700.00	8,400.00	2.67	2.74
2,000.00	360,000.00	750.00	9,000.00	2.50	2.56
2,500.00	450,000.00	812.50	9,750.00	2.17	2.21
5,000.00	900,000.00	1,250.00	15,000.00	1.67	1.69
10,000.00	1,800,000.00	1,500.00	18,000.00	1.00	1.01

* Assumes completion of your Plan. "Investment" means only your monthly Plan investments and does not include any reinvestment of capital gain or dividend distributions.

CREATION AND SALES CHARGES
EXTENDED INVESTMENT OPTION*
25 Year Plans
(300 investments)

Monthly Investment	Total Face Amount of Plan	Creation and Sales Charges per first 12 Investments	Total Creation and Sales Charges	Percentage of Total Investment in Plan**	Percentage of Net Investment in Plan**
$ 50.00	$ 15,000.00	$ 25.00	$ 300.00	2.00%	2.04%
75.00	22,500.00	37.50	450.00	2.00	2.04
100.00	30,000.00	50.00	600.00	2.00	2.04
125.00	37,500.00	62.50	750.00	2.00	2.04
150.00	45,000.00	75.00	900.00	2.00	2.04
166.66	49,998.00	83.33	999.96	2.00	2.04
200.00	60,000.00	100.00	1,200.00	2.00	2.04
250.00	75,000.00	125.00	1,500.00	2.00	2.04
291.66	87,498.00	145.83	1,749.96	2.00	2.04
300.00	90,000.00	150.00	1,800.00	2.00	2.04
333.33	99,999.00	166.67	1,999.98	2.00	2.04
350.00	105,000.00	175.00	2,100.00	2.00	2.04
375.00	112,500.00	187.50	2,250.00	2.00	2.04
400.00	120,000.00	200.00	2,400.00	2.00	2.04
416.66	124,998.00	208.33	2,499.96	2.00	2.04
450.00	135,000.00	225.00	2,700.00	2.00	2.04
500.00	150,000.00	250.00	3,000.00	2.00	2.04
600.00	180,000.00	300.00	3,600.00	2.00	2.04
700.00	210,000.00	350.00	4,200.00	2.00	2.04
800.00	240,000.00	400.00	4,800.00	2.00	2.04
900.00	270,000.00	450.00	5,400.00	2.00	2.04
1,000.00	300,000.00	500.00	6,000.00	2.00	2.04
1,250.00	375,000.00	625.00	7,500.00	2.00	2.04
1,500.00	450,000.00	675.00	8,100.00	1.80	1.83
1,750.00	525,000.00	700.00	8,400.00	1.60	1.63
2,000.00	600,000.00	750.00	9,000.00	1.50	1.52
2,500.00	750,000.00	812.50	9,750.00	1.30	1.32
5,000.00	1,500,000.00	1,250.00	15,000.00	1.00	1.01
10,000.00	3,000,000.00	1,500.00	18,000.00	0.60	0.60

* For a description of the Extended Investment Option, see page 15.

** Assumes completion of your Plan. "Investment" means only your monthly Plan investments and does not include any reinvestment of capital gain or dividend distributions.

CREATION AND SALES CHARGES
EXTENDED INVESTMENT OPTION*
30 Year Plans
(360 investments)

Monthly Investment	Total Face Amount of Plan	Creation and Sales Charges per first 12 Investments	Total Creation and Sales Charges	Percentage of Total Investment in Plan**	Percentage of Net Investment in Plan**
$ 50.00	$ 18,000.00	$ 25.00	$ 300.00	1.67%	1.69%
75.00	27,500.00	37.50	450.00	1.67	1.69
100.00	36,000.00	50.00	600.00	1.67	1.69
125.00	45,000.00	62.50	750.00	1.67	1.69
150.00	54,000.00	75.00	900.00	1.67	1.69
166.66	59,997.60	83.33	999.96	1.67	1.69
200.00	72,000.00	100.00	1,200.00	1.67	1.69
250.00	90,000.00	125.00	1,500.00	1.67	1.69
291.66	104,997.60	145.83	1,749.96	1.67	1.69
300.00	108,000.00	150.00	1,800.00	1.67	1.69
333.33	119,880.00	166.67	2,000.04	1.67	1.69
350.00	126,000.00	175.00	2,100.00	1.67	1.69
375.00	135,000.00	187.50	2,250.00	1.67	1.69
400.00	144,000.00	200.00	2,400.00	1.67	1.69
416.66	149,997.60	208.33	2,499.96	1.67	1.69
450.00	162,000.00	225.00	2,700.00	1.67	1.69
500.00	180,000.00	250.00	3,000.00	1.67	1.69
600.00	216,000.00	300.00	3,600.00	1.67	1.69
700.00	252,000.00	350.00	4,200.00	1.67	1.69
800.00	288,000.00	400.00	4,800.00	1.67	1.69
900.00	324,000.00	450.00	5,400.00	1.67	1.69
1,000.00	360,000.00	500.00	6,000.00	1.67	1.69
1,250.00	450,000.00	625.00	7,500.00	1.67	1.69
1,500.00	540,000.00	675.00	8,100.00	1.50	1.52
1,750.00	630,000.00	700.00	8,400.00	1.33	1.35
2,000.00	720,000.00	750.00	9,000.00	1.25	1.27
2,500.00	900,000.00	812.50	9,750.00	1.08	1.10
5,000.00	1,800,000.00	1,250.00	15,000.00	0.83	0.84
10,000.00	3,600,000.00	1,500.00	18,000.00	0.50	0.50

* For a description of the Extended Investment Option, see page 15.

** Assumes completion of your Plan. "Investment" means only your monthly Plan investments and does not include any reinvestment of capital gain or dividend distributions.

ILLUSTRATION OF A $50 MONTHLY INVESTMENT IN A PLAN
(Assumes that all investments are made in accordance with the terms of the Plan)

	At the End of Your Plan*		At the End of 6 Months (6 Investments)		At the End of 1 Year (12 Investments)		At the End of 2 Years (24 Investments)
	Amount	% of Total Investments**	Amount	% of Total Investments**	Amount	% of Total Investments**	Amount	% of Total Investments**
10 YEARS (120 INVESTMENTS)
Total Investments	$ 6,000.00	100.00%	$ 300.00	100.00%	$ 600.00	100.00%	$ 1,200.00	100.00%
Less: Creation and Sales Charges	300.00	5.00	150.00	50.00	300.00	50.00	300.00	25.00
Net Amount Invested in Plan	5,700.00	95.00	150.00	50.00	300.00	50.00	900.00	75.00
15 YEARS (180 INVESTMENTS)
Total Investments	$ 9,000.00	100.00%	$ 300.00	100.00%	$ 600.00	100.00%	$ 1,200.00	100.00%
Less: Creation and Sales Charges	300.00	3.33	150.00	50.00	300.00	50.00	300.00	25.00
Net Amount Invested in Plan	8,700.00	96.67	150.00	50.00	300.00	50.00	900.00	75.00
25 YEARS (300 INVESTMENTS)***
Total Investments	$ 15,000.00	100.00%	$ 300.00	100.00%	$ 600.00	100.00%	$ 1,200.00	100.00%
Less: Creation and Sales Charges	300.00	2.00	150.00	50.00	300.00	50.00	300.00	25.00
Net Amount Invested in Plan	14,700.00	98.00	150.00	50.00	300.00	50.00	900.00	75.00
30 YEARS (360 INVESTMENTS)***
Total Investments	$ 18,000.00	100.00%	$ 300.00	100.00%	$ 600.00	100.00%	$ 1,200.00	100.00%
Less: Creation and Sales Charges	300.00	1.67	150.00	50.00	300.00	50.00	300.00	25.00
Net Amount Invested in Plan	17,700.00	98.33	150.00	50.00	300.00	50.00	900.00	75.00

* Assumes completion of your Plan.

** "Investments" means only your monthly Plan investments and does not include any re-investment of capital gain or dividend distributions.

*** The 25-year (300 investments) and 30-year (360 investments) schedules reflect the charges applicable to a 15 year Plan which is continued under the Extended Investment Option. For a description of the Extended Investment Option, see page 15.

The amounts shown in the table above do not reflect any of the Account Fees described below. For example, you will not incur a Termination Fee if you do not terminate your Plan prior to completion.

2. Account Fees

You may also pay additional Account Fees to the Custodian for certain services provided by the Custodian or its affiliated bookkeeping and administrative service agent, Boston Financial. See "The Custodian" on page 23. These additional Account Fees are described below.

Completed Plan Fee: An annual fee will be charged if you have completed your Plan but have elected not to hold Class A shares of the Fund directly. See "Completed Plans and Exchanges" on page 19.

Inactive Account Fee: An annual $12 fee will also be charged to your Plan account if you have not completed your Plan and your Plan is not current. See "Keeping Your Plan Current" on page 13.

Termination Fee: A fee of $2.50 will be charged to your Plan account if you make a complete withdrawal or you terminate your Plan prior to completion. See "Terminating Your Plan" on page 19.

Returned Check Fee: For Plans issued prior to December 1, 2000, a fee of $2.50 will be charged to your Plan account for any check or preauthorized check which is not honored by the bank on which it is drawn ("dishonored check"). For Plans issued on or after December 1, 2000, a fee of $10.00 will be charged for each dishonored check.

Bank Wire Fee: A $10.00 fee will be charged for each redemption of shares by wire.

<R> Fidelity Destiny IRA Maintenance Fee: If you have a Fidelity Destiny IRA, you will be charged an annual $10 maintenance fee and certain additional service fees. Detailed information on the additional service fees may be obtained from the Sponsor or your investment professional.</R>

The Custodian deducts these Account Fees from your Plan account. These fees may be paid out of principal from the proceeds of the sale of Fund shares in your Plan account. With respect to the Completed Plan Fee and the Inactive Account Fee, the fees are paid first from dividends and distributions. The Custodian has a lien on your shares to the extent of these rights.

Except as described in this "Fees and Expenses" section, there are currently no other fees or expenses charged against the Plans or Planholder accounts (or deducted from Fund dividends or distributions) to compensate the Custodian or the Sponsor for their services. All other fees or expenses that could otherwise be charged to the Plan and the Planholders (or deducted from Fund dividends or distributions) are being paid by the Sponsor. Although there is no current intention to do so, the Fund and the Sponsor each reserve the right to cease paying such fees or expenses, and to cause them to be charged against the Plan or the Planholders (or deducted from Fund dividends or distributions).

KEEPING YOUR PLAN CURRENT

Your Plan calls for monthly investments for a period of either 10 or 15 years, with the option of extending a 15 year Plan for another 15 years. You are not likely to realize the full benefit of your Plan unless you complete your Plan. You should carefully consider your ability to make monthly investments for the length of time required to complete your Plan before you start a Plan. The Plans offer an Automatic Investment Program to assist you in making your monthly investments. See "Automatic Investment Program and Government Allotments" below.

If you stop making monthly investments, your ability to benefit from dollar-cost averaging will be reduced. See "Dollar-Cost Averaging and Diversification" below. If you stop making monthly investments and have not made any of your monthly investments in advance of their due date, your Plan will no longer be current. An inactive account fee of $12 is charged annually if you have not completed your Plan and no investment has been made for a 12-month period, after giving credit for any prepayment of monthly investments that you may have made. This fee is deducted from dividends and distributions or, if these are not sufficient, the Custodian has the right to obtain the amount needed to pay its fee by selling Fund shares from your Plan account.

Under current policy, one investment is required during each 6-month period of the calendar year to prevent the Plan from being in default. Your Plan may be terminated by the Sponsor or the Custodian if it is in default. See "Termination of Your Plan by the Sponsor or Custodian" on page 20.

DOLLAR-COST AVERAGING AND DIVERSIFICATION

The Destiny Plans were created to utilize the investing method of dollar-cost averaging. Dollar-cost averaging is a strategy of buying fixed dollar amounts of securities at regular intervals, regardless of the price of the shares. In the Destiny Plans, you invest a fixed amount on a monthly basis. Your monthly investment of a fixed dollar amount buys more shares when the share price is low and fewer shares when the share price is high. The benefit of this method is that, over time, the average cost of your shares will be lower than the average price of those shares. Dollar-cost averaging does not assure a profit or protect against a loss. If you sell your Fund shares when their value is less than their cost, you will incur a loss.

Diversification can help you manage the investment risk by decreasing the volatility of a portfolio of securities. The Destiny Portfolios are diversified, which means that the Funds invest in a number of different securities.

PLAN FEATURES

1. Automatic Investment Program and Government Allotments

To encourage and assist you in making monthly investments and to eliminate the burden of writing a check every month, you may arrange to have your investments made automatically by establishing an Automatic Investment Program or, if you are a member of the military, a government allotment.

How to Establish, Change or Terminate an Automatic Investment Program

To establish an Automatic Investment Program, you should complete a Preauthorized Electronic Transaction Form, attach a voided blank check or deposit slip, and send it to Boston Financial at least 15 days before the date the Automatic Investment Program is to go into effect. Boston Financial will then electronically draw against your bank account each month in the amount of the monthly Plan investment. To change your Automatic Investment Program, you must give written notice to Boston Financial at least 15 days before the date on which the change is to go into effect.

To terminate your Automatic Investment Program, you must notify Boston Financial at least 5 days before the date of the next scheduled electronic transfer by calling Boston Financial at 1-800-225-5270 or writing to Boston Financial Data Services, Inc., P.O. Box 8300, Boston, Massachusetts 02266-8300.

How to Establish, Change or Terminate a Government Allotment

Members of the military may establish a government allotment by completing the appropriate government allotment form.

You may change or terminate a government allotment at any time by giving notice to your government disbursing office.

Please obtain forms to establish, change, or terminate a government allotment from your government disbursing office. Boston Financial cannot supply you with these forms.

2. Rights of Accumulation

You may qualify to pay lower Creation and Sales Charges on Plans where you increase the Face Amount, by aggregating their Face Amounts with the following holdings registered to you, members of your immediate family, or certain fiduciary accounts described below: (i) the Face Amounts of any current Plans, (ii) Class A, Class T, Class B, and Class C shares of any Fidelity Advisor fund, (iii) Advisor B Class shares and Advisor C Class shares of Treasury Fund, and (iv) Daily Money Class shares of Treasury Fund, Prime Fund or Tax-Exempt Fund acquired by exchange from any Fidelity Advisor fund. In addition, when you increase the Face Amount of a Plan, you may also qualify to reduce the Creation and Sales Charges you pay on future investments into any existing individual IRA Plans which are registered to you or your immediate family. 10 year and 15 year Plans may not be combined for purposes of taking advantage of these rights of accumulation.

To use this privilege, you or your investment professional must notify the Sponsor in writing that you wish to aggregate the Face Amounts of each of the Plans that qualify for rights of accumulation for the purpose of determining the applicable Creation and Sales Charges. A letter of instruction for each face change must be submitted at the same time that you send your notice.

Each Plan must be current at the time you send your notice. For rights of accumulation, a Plan is considered to be current if:

It has been completed and not redeemed; or

It has not been completed, but has at least as many investments recorded as there are months elapsed since establishment or since being increased; or

It is a qualified retirement plan, including an IRA.

If one or more of the Plans, other than a qualified retirement plan, that are combined to take advantage of this privilege subsequently becomes no longer current, the remaining Creation and Sales Charges will be recalculated to reflect the charges applicable to the Plan or Plans that remain current.

You may only combine Plans that are registered to you, your spouse, your children under the age of 21 or a trustee or other fiduciary of a single trust estate or single fiduciary account. For the purpose of this privilege, a single fiduciary account includes a pension, profit-sharing or other employee benefit trust created pursuant to a plan qualified under Section 401 of the Internal Revenue Code, and a trust estate or fiduciary account may have more than one beneficiary. This privilege is not available to any group of individuals whose funds are combined, directly or indirectly, for the purchase of redeemable securities of a registered investment company whether jointly or through a trustee, agent, custodian or other representative for that group of individuals.

3. Distributions

Unless you direct otherwise, all dividends and other distributions, after applicable deductions, are automatically used to purchase additional Class A shares of the Fund at NAV as of the record date for the distribution. No sales charge is made on any reinvestment of dividends or other distributions.

You must instruct Boston Financial if you wish to receive the dividends and other distributions in cash rather than additional shares. Your instructions must be received at least seven days before the record date of a dividend or distribution. You may change these instructions at any time. Distributions on Fidelity Destiny IRAs are automatically reinvested.

Dividends and other distributions are made on a per-share basis. After every distribution, the value of a share drops by the amount of the distribution. If you make an investment shortly before the ex-dividend date of the dividend or distribution, you will pay a price for the shares that includes the amount of the dividend or distribution. This is called "buying a dividend." Dividends and distributions, if declared, are normally paid annually by each Fund, and may be taxable to you. See "Taxes" on page 20.

4. Federal Voluntary Income Tax Withholding

Boston Financial can withhold up to 28% of any dividend or other distribution paid by the Fund for income taxes and send that amount to the Internal Revenue Service as a credit against your tax liability, if any. The amount withheld may or may not be equal to the additional taxes you may owe on the dividend or distribution. If you choose to authorize this withholding, the number of Fund shares purchased with the remainder of the dividend or distribution will be less than would otherwise have been the case.

Federal Voluntary Income Tax Withholding is available only for non-retirement (taxable) accounts. This withholding option can be started by submitting a Tax Withholding Form, which is included with your Plan Application, to Boston Financial at least 30 days before the option is to take effect. Once started, the withholding option will remain in effect until you notify Boston Financial in writing to end the withholding. For withholding tax information on distributions from qualified plans or Individual Retirement Accounts, please refer to your qualified plan documents or custodial agreement.

5. Your Voting Rights

You will receive a notice at least 15 days before any matter is submitted to a vote of the shareholders of the Fund. The Custodian will vote on these matters according to your instructions. In the absence of instructions on how you wish to vote, the Custodian will vote all the votes of the Plan in the same proportion as it votes the shares for which it has received instructions from other Planholders in your Plan. The number of votes you are entitled to is based upon the dollar value of your investment. If you wish to attend a meeting at which shares may be voted, you may request Boston Financial to furnish a proxy or otherwise make arrangements for exercising your voting rights.

6. Making Advance Investments

You are normally expected to make 12 regularly scheduled investments each calendar year. If you wish to complete your Plan ahead of schedule, you may make advance investments singly or in lump-sum amounts at any time during the life of your Plan.

There is no restriction on the number of advance investments you may make during the life of your Plan, but the total amount of all your investments made during the life of your Plan may not exceed the total Face Amount of your Plan, unless you are exercising the Extended Investment Option. See "Extended Investment Option" on page 15. Investments made in excess of this limit will be returned to you at the address of record. Monthly investments may also be paid in lump-sum amounts to make a Plan that is in arrears current. When you make advance investments, you pay the applicable Creation and Sales Charges that you pay on regular monthly investments.

7. Changing the Face Amount of Your Plan

<R> You may increase the Face Amount of your Plan at any time. This is called making a Face Change to your Plan. You may choose a new Face Amount that is one of the monthly investment amounts shown in the tables on pages 8, 9, 10 and 11. Within 12 months of the time you increase the Face Amount of your Plan, you may decrease your Face Amount back to an amount not lower than the Plan's previous Face Amount. Within 12 months of the time you open a new Plan, you may decrease your Face Amount by as much as 50%. This privilege is only available to Plans with Face Amounts of at least $12,000 ($100 per month).</R>

You must send your request for a change in the Face Amount of a Plan to Boston Financial or your representative along with a letter of instruction for the new Face Amount.

Changes in the Face Amount of your Plan (increases or decreases) will not take effect until the Custodian receives written instructions in good order from you.

Whether you increase or decrease your Face Amount, a change in the Face Amount does not create new cancellation and refund rights. However, your Plan will be subject to the fees and deductions applicable to Plans of the same Face Amount opened at the time that you change the Face Amount of your Plan, as described in the then currently effective prospectus. The Creation and Sales Charges you have already paid on your existing Plan will be recomputed and applied as a credit to the Creation and Sales Charges due on your changed Plan, if any, at the time you change the Face Amount of your Plan. Any additional Creation and Sales Charges due on your changed Plan will be paid by liquidating Fund shares held by your Plan.

8. Extended Investment Option

If you purchase a 15 year Plan, you may continue making monthly investments into your Plan after you complete all scheduled investments by making your initial investment within six months after your 180th payment. You will not be allowed to automatically activate the extended investment option after the six months following your 180th payment. If you purchase a 10 year Plan, you must first change the Face Amount of your Plan to that of a 15 year Plan and complete that Plan before activating the Extended Investment Option. You may make as many as 180 additional monthly investments, for a total of 360 investments. Investments which exceed this limit will be returned to you at the address of record.

Your additional investments are subject to the same deductions as your last scheduled investment and are not subject to additional Creation and Sales Charges. If you stop making investments under the Extended Investment Option, and your Plan is not current for six consecutive months, the Sponsor or the Custodian may terminate your Plan.

9. Partial Redemption of Your Plan Shares

Normally, if you redeem all of your Plan shares, your Plan will terminate. However, you may redeem less than all of your Plan shares without terminating your Plan. If you have owned your Plan for at least 45 days, you may direct the Custodian, as agent, to redeem up to 90% of the value of your Plan shares, expressed in dollars, and to pay you the proceeds. You may make partial redemptions as often as you desire. Any partial sale of shares and cash withdrawal must involve at least $100.

When you make partial redemptions, you may elect to hold Fund shares directly by instructing the Custodian to deliver any or all of the Fund shares that have accumulated in your Plan for at least 60 days, properly registered in your name, to Fidelity Investments Institutional Operations Company, Inc., the transfer agent of the Fund. You may exchange your Fund shares for Class A shares of any of the Fidelity funds that offer Advisor classes of shares at NAV or for Daily Money Class shares of Treasury Fund, Prime Fund, or Tax-Exempt Fund, subject to minimum initial investment requirements. For more information, see "Completed Plans and Exchanges" on page 19 and "Exchanging Shares" on page P-10 of the Fund's prospectus.

<R> Where to Send Requests. Your partial redemption request should be sent to Boston Financial Data Services, Inc., P.O. Box 8300, Boston, Massachusetts 02266-8300. Your request must be signed and any required medallion signature guarantee must be received in proper order before any cash withdrawals or redemptions can be executed.</R>

Medallion Signature Guarantees May Be Required. If your partial redemption results in a cash withdrawal of more than $100,000, if the proceeds are to be sent to an address other than the address of record, or if the proceeds are to be paid to someone other than the record owner of the account, a medallion signature guarantee is required. A medallion signature guarantee is also required if the address of record has changed within the last 15 days and you wish to sell $10,000 or more of shares. A medallion signature guarantee is a widely accepted way to protect you and Fidelity by guaranteeing the signature that appears on your request. A medallion signature guarantee may not be provided by a notary public. The Custodian will accept medallion signature guarantees from banks, brokers, dealers, municipal securities dealers, municipal securities brokers, government securities dealers, government securities brokers, credit unions (if authorized under state law), national securities exchanges, registered securities associations, clearing agencies and savings associations.

<R> Telephone Requests. You may also make partial redemptions by telephone by calling Boston Financial at 1-800-225-5270, as long as you are not withdrawing more than 90% or $100,000 from your Plan and your request does not require a medallion signature guarantee.</R>

Automated Clearing House or Bank Wire. You may also make partial redemptions via the Automated Clearing House ("ACH") or the Federal Reserve Wire System by calling Boston Financial at 1-800-225-5270. You must sign up for the ACH or wire feature at least 5 days before using it. Please call your investment professional or Boston Financial to verify that this feature is set up on your account. You must designate the U.S. commercial bank account(s) into which you want the redemption proceeds deposited. To add the ACH or wire feature or to change the bank account designated to receive redemption proceeds at any time prior to making a redemption request, you should send a letter of instruction, including a medallion signature guarantee and a blank voided check, to Boston Financial Data Services, Inc. P.O. Box 8300, Boston, Massachusetts 02266-8300. A $10.00 fee will be charged for each redemption of shares via the Federal Reserve Wire System.

Redemption Prices and Proceeds. The redemption price for the partial redemption will be at the NAV calculated after your order is received in proper form. Partial redemption requests must be received by 4:00 p.m. Eastern time to receive that day's NAV. You will receive proceeds by check made payable as the account is registered and mailed to the address of record. Ordinarily, you will be sent the proceeds of a partial redemption within seven calendar days from the time Boston Financial accepts the request. However, Boston Financial will not mail redemption proceeds until checks received for the shares purchased have cleared (which may take up to 7 calendar days). The right of redemption of shares of the Fund may be suspended at times when the New York Stock Exchange is closed or if the Securities and Exchange Commission ("SEC") has determined that certain other emergencies exist. If the right of redemption of shares is suspended, Fund shares may not be redeemed, and therefore, cash withdrawals may not be made.

Certain Tax Consequences: Your Responsibilities. You may realize a capital gain or loss for federal income tax purposes on partial redemptions even if you replace the shares pursuant to the "replacement option" described in the following paragraph. If assets from a Fidelity Destiny IRA are distributed directly to you, you will be responsible for any income taxes due on the distribution and, if you are under the age of 59 1/2, you may be subject to an early distribution penalty if those assets are not reinvested into another IRA within 60 days of receipt of the distribution.

Replacement Option. If you make a partial redemption of some of your Plan shares, you may, but are not obligated to, replace those shares by repurchasing them, up to the dollar amount of the original sale, at any time after 90 days from the date of the original sale. If you own a Fidelity Destiny IRA, you may replace those shares by repurchasing them, up to the dollar amount of the original sale, at any time after 45 days from the date of the original sale. The IRA annual contribution limits will apply for such purposes.

You may replace Plan shares at any time after 90 days (45 days for Fidelity Destiny IRAs), and the replacement need not be made in one transaction. However, the amount of any repurchase of shares following a partial redemption must be at least 25% of the amount redeemed or $500, whichever is less. Replacements of partial redemptions should be clearly identified to distinguish them from additional investments. The Custodian or Boston Financial may require additional documentation. Your replacement will be applied to the purchase of Fund shares at the next determined NAV. Partial redemptions and replacements do not affect the total number of monthly investments to be made or the unpaid balance of monthly investments.

The partial redemption and replacement privileges are intended to facilitate the temporary use of funds invested in your Plan for emergency purposes. The Sponsor reserves the right to limit the number of transactions you may use to replace a partial redemption and to impose such additional restrictions as, in its judgment, are necessary to conform with the requirements of NASD Rule 2830 of the Rules of the Financial Industry Regulatory Authority ("FINRA").

10. Systematic Withdrawal Program

When you have completed your Plan, you may choose to start a Systematic Withdrawal Program. You may also start a Systematic Withdrawal Program prior to completing your Plan if you provide Boston Financial with written notification that you do not intend to make any additional investments. If you resume making investments within the first year of your Plan, you may want to consider discontinuing the Systematic Withdrawal Program because of the Creation and Sales Charges. If you have a Fidelity Destiny IRA and are 59 1/2 years old or older you do not have to complete your Plan, or provide notification that you do not intend to make additional investments, before you start a Systematic Withdrawal Program.

How to Start a Systematic Withdrawal Program. To start this program, you direct the Custodian, as your agent, to withdraw the necessary shares from your Plan account so that the Custodian may make regular cash withdrawals on a monthly or quarterly basis. You may authorize cash withdrawals of any amount, subject to a $50 minimum. The Sponsor has established the $50 minimum for administrative convenience: it should not be considered a recommended Systematic Withdrawal amount. You may change the dollar amount of the withdrawal or stop the Systematic Withdrawal Program at any time. To make program withdrawals by ACH or bank wire please follow the instructions set forth above in Section 9 under Partial Redemption of Your Plan Shares - Automated Clearing House or Bank Wire.

Your Plan will remain in full force and effect with all rights and privileges until all shares have been withdrawn from your account. You should realize that withdrawals in excess of the dividends and distributions paid on your Plan shares will be made from principal and eventually may exhaust your Plan account. Therefore, these withdrawals cannot be considered as income on your investment. You may also realize a capital gain or loss for federal income tax purposes upon payment of each withdrawal. If you purchase two or more Plans, it is ordinarily disadvantageous to participate in the Systematic Withdrawal Program on a completed Plan while still making monthly investments on the uncompleted Plan.

The Sponsor reserves the right to stop offering the Systematic Withdrawal Program at any time after giving 90-days' notice to all Planholders who have not elected to participate in the program. If you are currently participating in the program at that time, you will be allowed to continue your program. The Sponsor is not currently contemplating ending the program.

11. Transferring or Assigning Your Rights in a Plan

To secure a loan, you may assign your right, title and interest in all, or part of your Plan, to a bank or other lending institution. You may not assign or transfer your rights in a Plan if it is a Fidelity Destiny IRA or other qualified retirement account, a UTMA Plan, or UGMA Plan. Additional documentation may be required by the lending institution. To obtain further information about the necessary forms and procedures please call Boston Financial at 1-800-225-5270.

You may also transfer your right, title, and interest to another person whose only right shall be the privilege of complete withdrawal from the Plan, or transfer your right, title, and interest to another person, trustee, or custodian acceptable to the Sponsor, who has applied to the Sponsor for a similar Plan. Additional documentation may be required. Boston Financial or your representative will provide you with the appropriate assignment forms. You will be liable for any transfer taxes that may be incurred.

12. Transfer of Broker

A shareholder may change the broker/dealer firm of record for his or her account by sending a letter of instruction to Boston Financial Data Services, Inc. P.O. Box 8300, Boston, MA 02266-8300.

13. Your Cancellation and Refund Rights

45-day Cancellation Right. You have certain cancellation rights. Within 60 days after your initial investment in a new Plan, the Custodian will send you a notice about these rights. If you elect to cancel your Plan within 45 days of the date of the mailing of that notice, you will receive a cash refund equal to the sum of (1) the total net asset value of the Fund shares credited to your Plan account on the date that the cancellation request is received by Boston Financial and (2) an amount equal to the difference between the total investments made under the Plan and the net amount invested in Fund shares.

18-Month Cancellation Right. In addition, you may cancel your Plan at any time within 18 months of your initial investment by sending written instructions to Boston Financial. If you cancel your Plan after the 45-day cancellation period described above has expired but before the 18 month cancellation period expires, you will receive a cash refund equal to the sum of (1) the total net asset value of the Fund shares credited to your Plan account on the date that the cancellation request is received by Boston Financial and (2) the amount by which the Creation and Sales Charges deducted from your total investments exceed 15% of the investments made up to the date of redemption.

Where to send a Request. In order to receive the above refunds, you must send a written cancellation request to Boston Financial Data Services, Inc., P.O. Box 8300, Boston, Massachusetts 02266-8300. For your protection, if the amount of your refund will be more than $100,000, if the proceeds are to be sent to an address other than the address of record, if the proceeds are to be paid to someone other than the record owner of the account, or if you have changed your address within 15 days of your cancellation request and you wish to sell $10,000 or more of shares, your request must be signed by all the registered owners and you must include a medallion signature guarantee on your cancellation request.

Reinstatement After Cancellation. If you exercise your Cancellation and Refund Rights and redeem your Plan, you may not reinstate the proceeds from such a cancellation or refund at NAV, except as described under "Plan Reinstatement" on page 20. You may realize a capital gain or loss for federal income tax purposes at the time of redemption.

Notices. The Sponsor will send you a written notice of the 18-month right of cancellation if, during the first 15 months after the issuance of your Plan, you have missed three or more investments, or if, after the first 15 months but prior to the end of 18 months from the issuance of your Plan, you have missed one investment or more. If the Sponsor has previously sent you a notice during the first 15 months after the issuance of your Plan, a second notice will not be sent even if additional investments are missed. These notices will inform you of your Plan cancellation rights, and will include the value of your Plan and the amount you would be entitled to receive upon cancellation, as of the date of the notice.

14. Terminating Your Plan

You may terminate your Plan completely at any time by redeeming all your shares. However, if you terminate your Plan before completing all the scheduled investments, the percentage of your total investments that will have been paid as Creation and Sales Charges will be higher than if you had completed your Plan. You may also partially redeem your Plan. See "Partial Redemption of Your Plan Shares" on page 15. If you terminate your Plan more than 60 days from the date of issuance of your Plan, you may avoid paying any commission that a security dealer may charge for terminating your Plan by sending written notice of termination to Boston Financial. If your Plan is not complete, a charge of $2.50 will be made for terminating your Plan.

Options following Termination. When you terminate your Plan, you may choose to hold Fund shares directly by instructing the Custodian to deliver any or all of the Fund shares that have accumulated in your Plan for at least 60 days, properly registered in your name, to Fidelity Investments Institutional Operations Company, Inc., the transfer agent of the Fund. You may exchange your Fund shares for Class A shares of any of the Fidelity funds that offer Advisor classes of shares at NAV or for Daily Money Class shares of Treasury Fund, Prime Fund, or Tax-Exempt Fund, subject to minimum initial investment requirements. You may also receive a check for the proceeds by directing the Custodian, as your agent, to withdraw the shares, redeem them, and send the proceeds to you. For more information, see "Completed Plans and Exchanges" on page 19 and "Exchanging Shares" on page P-10 of the Funds' prospectus.

Where to send Requests. Termination requests should be sent to Boston Financial Data Services, Inc., P.O. Box 8300, Boston, Massachusetts 02266-8300. Your termination request and any necessary medallion signature guarantees must be received in proper order before any withdrawals or redemptions can be executed. For your protection, if the amount of your proceeds from termination will be more than $100,000, if the proceeds are to be sent to an address other than the address of record, if the proceeds are to be paid to someone other than the record owner of the account, or if you have changed your address within 15 days of your termination request and you wish to sell $10,000 or more of shares, your request must be signed by all the registered owners and you must include a medallion signature guarantee on your termination request.

Automated Clearing House or Bank Wire. You may redeem your shares via the ACH or the Federal Reserve Wire System by calling Boston Financial at 1-800-225-5270. You must sign up for the ACH or wire feature at least 5 days before using it. Please call your investment professional or Boston Financial to verify that this feature is set up on your account. You must designate the U.S. commercial bank account(s) into which you want the redemption proceeds deposited. To add the ACH or wire feature, or to change the bank account designated to receive redemption proceeds at any time prior to making a redemption request, you should send a letter of instruction, including a medallion signature guarantee and a blank voided check, to Boston Financial Data Services, Inc. P.O. Box 8300, Boston, Massachusetts 02266-8300. A $10 fee will be charged on each redemption of shares via the Federal Reserve Wire System.

Redemption Prices and Proceeds. The redemption price of your fund shares will be at the NAV calculated after your order is received in proper form. Termination requests must be received by 4:00 p.m. Eastern Time to receive that day's NAV. You will receive proceeds by check made payable as the account is registered and mailed to the address of record. Ordinarily, you will be sent the proceeds within seven calendar days from the time Boston Financial accepts your termination request. However, Boston Financial will not mail redemption proceeds until checks received for the shares purchased have cleared (which may take up to 7 calendar days). The right of redemption of shares of the Fund may be suspended at times when the New York Stock Exchange is closed or if the SEC has determined that certain other emergencies exist. If the right of redemption of shares is suspended, Fund shares may not be redeemed, and therefore, cash withdrawals may not be made.

15. Completed Plans and Exchanges

Once you have completed your Plan, you may elect to hold shares of the Fund directly by instructing the Custodian to deliver any or all of the Fund shares that have accumulated in your Plan, properly registered in your name, to the transfer agent of the Fund. To transfer your shares to the Fund, you will need to complete a Fidelity Fund application. An annual fee of $12 will be charged if you have completed your Plan but elected not to hold shares of the Fund directly.

Fund shares held by you directly may be exchanged at NAV for Class A shares of any of the Fidelity funds that offer Advisor classes of shares or for Daily Money Class shares of Treasury Fund, Prime Fund, or Tax-Exempt Fund, subject to minimum initial investment requirements. FMR is the investment adviser of Fidelity funds. For more information, see "Exchanging Shares" on page P-10 of the Fund's prospectus.

Exchanges between Destiny Plans I: N and Destiny Plans II: N (offered by means of a separate prospectus) are not permitted, nor may exchanges be made between these Plans and Destiny Plans I: O or Destiny Plans II: O offered by means of separate prospectuses. Shares of any class of the Fund held by any Destiny Plans may not be exchanged for shares of any class of Fidelity Advisor Capital Development Fund, nor may shares of any class of Fidelity Advisor Capital Development Fund held by any Destiny Plans be exchanged for shares of the Fund.

16. Plan Reinstatement

You may reinstate a terminated Plan without any Creation and Sales Charges on the reinstated amount during the original term of your former Plan under the same account registration as your terminated Plan. You must make your reinstatement within 90 days after the date you terminated your former Plan. You need not reinstate all of the proceeds which you received upon termination, but you must reinstate at least 10% of the gross proceeds from the termination of your Plan. When you reinstate your Plan, it will be the same type of Plan, and invest in the same class of Fund shares, as your terminated Plan, at the NAV of that Class next determined after your reinstatement request is accepted in good order by Boston Financial.

You may terminate tax-advantaged retirement Plan accounts and rollover (reinstate) the assets into another tax-advantaged retirement account without any sales charge as often as you wish subject to regulatory limitations as long as the only difference in the account registration of the Plan account is the name of the type of tax-advantaged retirement account. You may wish to consult with a tax adviser before terminating a tax-advantaged retirement account.

If you terminated your Plan and redeemed your shares under the Cancellation and Refund Rights described on page 17, you may not reinstate the proceeds from such a cancellation or refund at NAV until all refunded Creation and Sales Charges that were refunded in the cancellation have been deducted from the amount being replaced. The plan reinstatement privilege is separate from the partial redemption privilege described on page 15.

When you reinstate your Plan, your Plan will resume at the same monthly investment number that would have been due if you had not terminated your Plan. Your reinstated Plan will be credited for all monthly investments made to your terminated Plan. The total number of monthly investments to be made on your Plan will remain the same.

The Sponsor may, from time to time, extend the plan reinstatement privilege beyond the 90-day period on the terms described above. The extended reinstatement period will not be available unless the Sponsor has specified a time period during which the 90-day reinstatement period has been extended.

You should recognize that if you terminate your Plan you may realize a gain or loss for federal income tax purposes, but if you reinvest some or all of the proceeds in your Destiny Plan within 30 days of that termination date, you may not recognize a loss for federal income tax purposes.

17. Taxes

For tax purposes, you will be treated as directly owning Fund shares. The Fidelity Destiny Portfolios prospectus more fully describes how the dividends and distributions that are paid to you or reinvested for you may be taxable to you. You bear the responsibility for any taxes payable with respect to any of the profits realized on sales or transfers by the Custodian or Sponsor of Fund shares or other property credited to your account in accordance with the provisions of your Plan and for any taxes levied or assessed with respect to Fund shares or the income from Fund shares. For more information, see "Tax Consequences" on page P-11 of the Fund's prospectus.

The cost basis of your shares is the amount you paid for those shares, including the Creation and Sales Charges and the cost of any reinvested distributions. If you own a Fidelity Destiny IRA and itemize your deductions, you may be able to claim a miscellaneous itemized deduction for any administrative or trustee fees incurred in connection with that IRA if those fees are billed separately or paid separately.

18. Termination of Your Plan by the Sponsor or Custodian

Although a Plan may call for regular investments over a 10 year or 15 year period, neither the Sponsor nor the Custodian can terminate your Plan until 360 investments have been made unless the Plan is in default or unless shares of the Fund are not obtainable and a substitution is not made. See "Substitution of the Underlying Investment" on page 22. Normally, a Plan is in default if no investments have been made for six consecutive months. However, under the current policy, a Plan is not in default if one investment has been made during each six-month period of the calendar year. Although the Sponsor does not currently intend to do so, the Sponsor reserves the right to change the current default policy in the future. The default period will not start until you have been given full credit for the amount of any advance investments you have made.

After 360 investments, or if other events justify termination, the Sponsor or the Custodian may terminate your Plan with 60 days written notice by mailing you notice of termination at the address shown on your Plan account registration. The notice will request that you choose to have the Plan distributed either in cash or in Fund shares (together with the cash value of any fractional shares) after deduction for all authorized charges, fees and expenses. Upon termination, the Custodian, acting as your agent, may surrender for liquidation either all of the Fund shares credited to your Plan or sufficient Fund shares to pay all authorized deductions and leave no fractional shares. The Fund shares and any cash remaining after paying all authorized deductions will be held by the Custodian for delivery to you.

No interest will be paid by the Custodian on any cash balances. If you do not respond within 60 days after the notice of termination is mailed to you, the Custodian, at its discretion, may at any time thereafter fully discharge its obligations by mailing a check for the liquidated value of the Fund shares to you. You will then have no further rights under the Plan except that if the check is returned to the Custodian undelivered, the Custodian will continue to hold these assets for your benefit, subject only to any applicable escheatment laws. The Custodian has no obligation to pay interest on or to reinvest checks returned to it.

SUBSTITUTION OF THE UNDERLYING INVESTMENT

The Sponsor may substitute the shares of another investment medium as the underlying investment if it deems the substitution to be in the best interest of Planholders. The substituted shares shall be generally comparable in character and quality to the present Fund shares, and shall be registered with the SEC under the Securities Act of 1933. Before any substitution can be effected, the Sponsor must:

(a) obtain an order from the SEC approving the substitution;

(b) give written notice of the proposed substitution to the Custodian;

(c) give a written notice of the proposed substitution to each Planholder that includes a reasonable description of the new fund shares, with the advice that, unless the Plan is surrendered within 30 days of the date of the mailing of the notice, you will be considered to have consented to the substitution and to have agreed to bear the pro rata share of expenses and taxes in connection with it; and

(d) provide the Custodian with a signed certificate stating that proper notice under these provisions has been given to each Planholder.

If your Plan is not surrendered within 30 days from the date the notice was sent to you, the Custodian shall purchase the new shares for your Plan with any dividends or distributions which may be reinvested for your Plan. If the new shares are also to be substituted for the shares your Plan already holds, the Sponsor must arrange to have the Custodian furnished, without payment of a sales charge or fees of any kind, with new shares having an aggregate value equal to the value of the shares for which they are to be exchanged.

If Fund shares are not available for purchase for a period of 120 days or longer, and the Sponsor fails to substitute other shares, the Custodian may, but is not required to, either select another underlying investment or terminate the Plan. If the Custodian selects a substitute investment, it shall first obtain an order from the SEC approving the substitution, as specified above, and then shall notify each Planholder. If, within 30 days after mailing the required notice to you, you give your written approval of the substitution and agree to bear the pro rata share of actual expenses, including tax liability sustained by the Custodian, the Custodian may thereafter purchase the substituted shares. Your failure to give written approval of the substitution within the 30-day period shall give the Custodian the authority to terminate your Plan.

GENERAL

The terms of the Plan are set out in a Custodian Agreement, which is governed by the laws of the Commonwealth of Massachusetts. The Plan is a unit investment trust under the Investment Company Act of 1940 ("1940 Act"), and is registered with the SEC. Registration with the SEC does not imply supervision of management or investment practices or policies by the SEC. No Plan certificates are available. New Fidelity Systematic Investment Plans are no longer offered for sale.

In addition to the Plan described in this prospectus there are currently three other series of Fidelity Systematic Investment Plans: Destiny Plans II: N (together with the Plan, the "N Plans"), Destiny Plans I: O and Destiny Plans II: O (together, the "O Plans"). A copy of a separate prospectus describing Destiny Plans II: N is available from your investment professional or from Fidelity Distributors Corporation. The O Plans have been closed to new investors since December 15, 1999. The N Plans have been closed to new investors since October 27, 2006.

The organization, management and investment policies of Fidelity Destiny Portfolios are fully described in the Fund's prospectus beginning on page P-1. Generally, shares of the Fund are purchased at the next NAV calculated after your investment is received in good order by the Custodian. Dividends and distributions received on Fund shares will be reinvested by the Custodian, after making authorized deductions, in additional shares of the Fund at the then-current NAV unless otherwise directed by the Sponsor or unless you direct Boston Financial to remit them to you in cash.

Commissions ranging from 41.7% to 92.4% of the total Creation and Sales Charges will be paid to authorized investment broker-dealer firms and mutual fund dealers that are members of FINRA and have executed a Destiny Selling Dealer Agreement with the Sponsor. From time to time the Sponsor may increase the commissions paid to broker-dealer firms to 100%. 12b-1 fees may also be paid to these broker-dealers. These broker-dealers are independent contractors. Nothing in this prospectus or in other literature or confirmations issued by the Sponsor, the Custodian or Boston Financial including the words "representative" or "commission," makes any broker-dealer a partner, employee or agent of the Sponsor, the Custodian or Boston Financial. Neither the Sponsor, the Custodian nor Boston Financial shall be liable for any acts or obligations of any dealer or investment broker.

THE CUSTODIAN

State Street Bank and Trust Company, State Street Financial Center, One Lincoln Street, Boston, Massachusetts, is the Custodian for the Plan under a Custodian Agreement with the Sponsor and maintains custody of the Plan. Plan services are provided by the Custodian or its affiliated bookkeeping and administrative service agent, Boston Financial Data Services, Inc. (Boston Financial). Acting as your agent, the Custodian assumes the responsibility for the many administrative details of your Plan.

All correspondence should be directed to Boston Financial Data Services, Inc., P.O. Box 8300, Boston, Massachusetts 02266-8300 or your financial representative.

The Custodian has delegated certain administrative functions to Boston Financial, an affiliate of the Custodian. Under the delegation arrangement, the Custodian pays to Boston Financial all or a portion of the fees and charges made in the course of performing the administrative functions. Boston Financial mails to each Planholder a receipt for each investment, a statement of the number of shares held in the Plan, notices, including distribution notices and tax statements, reports to shareholders, prospectuses and proxy material.

You send your monthly Plan investments to Boston Financial. After making authorized deductions, Boston Financial applies the money to the purchase of Fund shares. Investments in the Plan purchase shares of Class A of the Fund. The Custodian holds these Fund shares in its custody, receiving dividends and distributions that, at your option, may be remitted either to you or reinvested in additional Fund shares.

The Custodian causes periodic audits to be taken of the records it maintains relating to the Plan, unless those audits are arranged for by the Sponsor, and prepares certain other reports required by law.

The Custodian has assumed only those obligations specifically imposed on it under the Custodian Agreement with the Sponsor. These obligations do not include the duties of investment ordinarily imposed upon a trustee. The Custodian has no responsibility for the choice of the underlying investment, for the investment policies and practices of the manager of the Fund or for the acts or omissions of the Sponsor.

The Custodian Agreement cannot be amended to adversely affect your rights and privileges without your written consent, nor may the Custodian resign unless a successor has been designated and has accepted the Custodianship. That successor must be a bank or trust company that has capital, surplus and undivided profits totaling at least $2,000,000. The Custodian may be changed without notice to you or your approval. The Custodian may terminate its obligation to accept new Plans for custodianship if the Sponsor fails to perform certain activities it is required to perform under the Custodian Agreement or if the Custodian terminates its custodianship on 90 days' notice after the third year of the term of the Custodian Agreement, or on 30 days' notice after the expiration of any further two-year period.

THE SPONSOR

Fidelity Distributors Corporation (Distributors or Sponsor), 82 Devonshire Street, Boston, Massachusetts 02109, is a Massachusetts corporation organized on July 18, 1960. It is a broker-dealer registered under the Securities Exchange Act of 1934 and a member of FINRA. The Sponsor's Directors and Executive Officers are listed below:

<R>Scott Couto, Director and President (2011 - present), is President of Fidelity Financial Advisor Solutions.</R>

William F. Loehning, Executive Vice President (2003 - present), is Executive Vice President of Fidelity Financial Advisor Solutions.

Harris Komishane, Chief Financial Officer (2011 - present), is Senior Vice President, Chief Financial Officer of Fidelity Financial Advisor Solutions.

Steven F. Schiffman, Treasurer (2010 - present), is Treasurer of FMR LLC.

<R>Charles M. Morgan, Assistant Treasurer (2011 - present) is Senior Vice President of FMR LLC.</R>

Susan Sturdy, Secretary (2010 - present), is Senior Vice President, Deputy General Counsel of FMR LLC.

Natalie Kavanaugh, Chief Legal Officer (2010 - present), is Vice President, Associate General Counsel of FMR LLC.

Peter D. Stahl, Assistant Secretary (2008 - present), is Vice President, Associate General Counsel of FMR LLC.

Richard Siegelman, Chief Compliance Officer (2011 - present), is Senior Vice President of Fidelity Financial Advisor Solutions.

Anthony Castella, Controller (2010 - present), is Vice President of FMR LLC.

<R> During the twelve months ended September 30, 2012, the officers of the Sponsor received no compensation from the Sponsor for their services to the Sponsor. All officers and employees of the Sponsor are currently covered by a broker's blanket bond in the amount of $100,000,000.</R>

The Sponsor is an affiliate of FMR, both of which are wholly-owned subsidiaries of FMR LLC. The Sponsor is principal underwriter for other Fidelity funds whose shares are offered for sale to the public and is sponsor for other unit investment trusts for accumulation of shares of certain other Fidelity funds. FMR is adviser to the funds in the Fidelity family of funds.

<R> The voting common shares of FMR LLC are divided into two series. Series B is held predominantly by members of the Edward C. Johnson 3d and Abigail P. Johnson family, directly or through trust and limited liability companies, and is entitled to 49% of the vote on any matter acted upon by the voting common shares. Series A is held predominantly by non-Johnson family member employees of FMR LLC and its affiliates and is entitled to 51% of the vote on any such matter. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B shares will be voted in accordance with the majority vote of Series B shares. Under the 1940 Act, control of a company is presumed where one individual or group of individuals owns more than 25% of the voting securities of that company. Therefore, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the 1940 Act, to form a controlling group with respect to FMR LLC.</R>

<R> Mr. Johnson is a member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006 - 2007).</R>

<R> Ms. Abigail P. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Ms. Johnson serves as President of Fidelity Financial Services (2012 - present) and President of Personal, Workplace and Institutional Services (2005 - present). Ms. Johnson is Chairman and Director of FMR Co., Inc. (2011 - present), Chairman and Director of FMR (2011 - present), and the Vice Chairman and Director (2007 - present) of FMR LLC. Previously, Ms. Johnson served as President and a Director of FMR (2001 - 2005), a Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc., and FMR Co., Inc. (2001 - 2005), Senior Vice President of the Fidelity funds (2001 - 2005), and managed a number of Fidelity funds. </R>

ILLUSTRATIONS OF HYPOTHETICAL DESTINY PLANS I: N

DESTINY PLANS I: N

ILLUSTRATION OF A HYPOTHETICAL 15 YEAR ($50 MONTHLY) PLAN

<R> The table below assumes an initial investment of $50 and subsequent investments of $50 per month in a 15 year Plan with income, dividends and capital gain distributions reinvested in additional shares. The illustration includes the effect of expenses paid by Class A. No adjustments have been made for any income taxes payable by investors on capital gain distributions and dividends reinvested. The table covers the period from October 1997 through September 2012, with all investments made at the end of each month.</R>

This period was one of widely fluctuating common stock prices. The results shown are based on historical performance and should not be considered a representation of the investment results you would obtain if you started a new Plan today. Your Plan does not assure a profit or protect against a loss. When you sell your shares they may be worth more or less than you paid for them.

Investment No.			Fiscal Year Ended		Cumulative Investments	Creation and Sales Charges(A)	Net Investment	Total Value of Plan(B)
1	-	12	Sept-98		$ 600.00	$ 300.00	$ 300.00	$ 298.42
13	-	24	Sept-99		1,200.00	0.00	900.00	943.43
25	-	36	Sept-00		1,800.00	0.00	1,500.00	1,482.78
37	-	48	Sept-01		2,400.00	0.00	2,100.00	1,446.31
49	-	60	Sept-02		3,000.00	0.00	2,700.00	1,645.44
61	-	72	Sept-03		3,600.00	0.00	3,300.00	2,603.07
73	-	84	Sept-04		4,200.00	0.00	3,900.00	3,375.19
85	-	96	Sept-05		4,800.00	0.00	4,500.00	4,509.28
97	-	108	Sept-06		5,400.00	0.00	5,100.00	5,578.89
109	-	120	Sept-07		6,000.00	0.00	5,700.00	7,243.63
121	-	132	Sept-08		6,600.00	0.00	6,300.00	5,525.19
133	-	144	Sept-09		7,200.00	0.00	6,900.00	6,519.51
145	-	156	Sept-10		7,800.00	0.00	7,500.00	7,854.70
157	-	168	Sept-11		8,400.00	0.00	8,100.00	8,336.78
169	-	180	Sept-12		9,000.00	0.00	8,700.00	11,751.95
				TOTAL	$ 9,000.00	$ 300.00	$ 8,700.00	$ 11,751.95

^(A) Under the terms of this Plan out of an initial investment of $50, $25 is deducted as a sales charge from the initial investment and from each of the next 11 investments for a total charge of $300. If all 180 payments in the 15 year plan are made, total sales charges will amount to 3.33% of the total investment in the Plan.

^(B) The Plan commenced operations on April 30, 1999. Total Returns prior to that date are based on historical results for Class O shares of the Fund, restated to reflect the higher 12b-1 and transfer agent expenses applicable to Class A shares of the Fund. Total Value is determined by the Fund's fiscal year-end NAV.

DESTINY PLANS I: N

ILLUSTRATION OF A HYPOTHETICAL 15 YEAR ($250 MONTHLY) PLAN

<R> The table below assumes an initial investment of $250 and subsequent investments of $250 per month in a 15 year Plan with income, dividends and capital gain distributions reinvested in additional shares. The illustration includes the effect of expenses paid by Class A. No adjustments have been made for any income taxes payable by investors on capital gain distributions and dividends reinvested. The table covers the period from October 1997 through September 2012, with all investments made at the end of each month.</R>

This period was one of widely fluctuating common stock prices. The results shown are based on historical performance and should not be considered a representation of the investment results you would obtain if you started a new Plan today. Your Plan does not assure a profit or protect against a loss. When you sell your shares they may be worth more or less than you paid for them.

Investment No.			Fiscal Year Ended		Cumulative Investments	Creation and Sales Charges(A)	Net Investment	Total Value of Plan(B)
1	-	12	Sept-98		$ 3,000.00	$ 1,500.00	$ 1,500.00	$ 1,492.11
13	-	24	Sept-99		6,000.00	0.00	4,500.00	4,717.13
25	-	36	Sept-00		9,000.00	0.00	7,500.00	7,413.91
37	-	48	Sept-01		12,000.00	0.00	10,500.00	7,231.54
49	-	60	Sept-02		15,000.00	0.00	13,500.00	8,227.19
61	-	72	Sept-03		18,000.00	0.00	16,500.00	13,015.34
73	-	84	Sept-04		21,000.00	0.00	19,500.00	16,875.95
85	-	96	Sept-05		24,000.00	0.00	22,500.00	22,546.40
97	-	108	Sept-06		27,000.00	0.00	25,500.00	27,894.44
109	-	120	Sept-07		30,000.00	0.00	28,500.00	36,218.16
121	-	132	Sept-08		33,000.00	0.00	31,500.00	27,625.94
133	-	144	Sept-09		36,000.00	0.00	34,500.00	32,597.54
145	-	156	Sept-10		39,000.00	0.00	37,500.00	39,273.50
157	-	168	Sept-11		42,000.00	0.00	40,500.00	41,683.92
169	-	180	Sept-12		45,000.00	0.00	43,500.00	58,759.77
				TOTAL	$ 45,000.00	$ 1,500.00	$ 43,500.00	$ 58,759.77

^(A) Under the terms of this Plan out of an initial investment of $250, $125 is deducted as a sales charge from the initial investment and from each of the next 11 investments for a total charge of $1,500. If all 180 payments in the 15 year plan are made, total sales charges will amount to 3.33% of the total investment in the Plan.

^(B) The Plan commenced operations on April 30, 1999. Total Returns prior to that date are based on historical results for Class O shares of the Fund, restated to reflect the higher 12b-1 and transfer agent expenses applicable to Class A shares of the Fund. Total Value is determined by the Fund's fiscal year-end NAV.

DESTINY PLANS I: N

ILLUSTRATION OF A HYPOTHETICAL 10 YEAR ($50 MONTHLY) PLAN

<R> The table below assumes an initial investment of $50 and subsequent investments of $50 per month in a 10 year Plan with income, dividends and capital gain distributions reinvested in additional shares. The illustration includes the effect of expenses paid by Class A. No adjustments have been made for any income taxes payable by investors on capital gain distributions and dividends reinvested. The table covers the period from October 2002 through September 2012, with all investments made at the end of each month.</R>

This period was one of widely fluctuating common stock prices. The results shown are based on historical performance and should not be considered a representation of the investment results you would obtain if you started a new Plan today. Your Plan does not assure a profit or protect against a loss. When you sell your shares they may be worth more or less than you paid for them.

Investment No.			Fiscal Year Ended		Cumulative Investments	Annual Sales Charges(A)	Net Investments	Total Value of Plan(B)
1	-	12	Sept-03		$ 600.00	$ 300.00	$ 300.00	$ 323.23
13	-	24	Sept-04		1,200.00	0.00	900.00	933.84
25	-	36	Sept-05		1,800.00	0.00	1,500.00	1,709.56
37	-	48	Sept-06		2,400.00	0.00	2,100.00	2,495.55
49	-	60	Sept-07		3,000.00	0.00	2,700.00	3,597.49
61	-	72	Sept-08		3,600.00	0.00	3,300.00	2,988.16
73	-	84	Sept-09		4,200.00	0.00	3,900.00	3,891.32
85	-	96	Sept-10		4,800.00	0.00	4,500.00	4,945.22
97	-	108	Sept-11		5,400.00	0.00	5,100.00	5,445.46
109	-	120	Sept-12		6,000.00	0.00	5,700.00	7,904.87
				TOTAL	$ 6,000.00	$ 300.00	$ 5,700.00	$ 7,904.87

^(A) Under the terms of this Plan out of an initial investment of $50, $25 is deducted as a sales charge from the initial investment and from each of the next 11 investments for a total charge of $300. If all 120 payments in the 10 year plan are made, total sales charges will amount to 5.00% of the total investment in the Plan.

<R>^(B) Total Value is determined by the Fund's fiscal year-end NAV. </R>

DESTINY PLANS I: N

ILLUSTRATION OF A HYPOTHETICAL 10 YEAR ($250 MONTHLY) PLAN

<R> The table below assumes an initial investment of $250 and subsequent investments of $250 per month in a 10 year Plan with income, dividends and capital gain distributions reinvested in additional shares. The illustration includes the effect of expenses paid by Class A. No adjustments have been made for any income taxes payable by investors on capital gain distributions and dividends reinvested. The table covers the period from October 2002 through September 2012, with all investments made at the end of each month.</R>

This period was one of widely fluctuating common stock prices. The results shown are based on historical performance and should not be considered a representation of the investment results you would obtain if you started a new Plan today. Your Plan does not assure a profit or protect against a loss. When you sell your shares they may be worth more or less than you paid for them.

Investment No.			Fiscal Year Ended		Cumulative Investments	Annual Sales Charges(A)	Net Investments	Total Value of Plan(B)
1	-	12	Sept-03		$ 3,000.00	$ 1,500.00	$ 1,500.00	$ 1,616.14
13	-	24	Sept-04		6,000.00	0.00	4,500.00	4,669.22
25	-	36	Sept-05		9,000.00	0.00	7,500.00	8,547.79
37	-	48	Sept-06		12,000.00	0.00	10,500.00	12,477.74
49	-	60	Sept-07		15,000.00	0.00	13,500.00	17,987.46
61	-	72	Sept-08		18,000.00	0.00	16,500.00	14,940.80
73	-	84	Sept-09		21,000.00	0.00	19,500.00	19,456.59
85	-	96	Sept-10		24,000.00	0.00	22,500.00	24,726.08
97	-	108	Sept-11		27,000.00	0.00	25,500.00	27,227.32
109	-	120	Sept-12		30,000.00	0.00	28,500.00	39,524.35
				TOTAL	$ 30,000.00	$ 1,500.00	$ 28,500.00	$ 39,524.35

^(A) Under the terms of this Plan out of an initial investment of $250, $125 is deducted as a sales charge from the initial investment and from each of the next 11 investments for a total charge of $1,500.If all 120 payments in the 10 year plan are made, total sales charges will amount to 5.00% of the total investment in the Plan.

<R>^(B) Total Value is determined by the Fund's fiscal year-end NAV. </R>

GLOSSARY

Completed Plan: A Plan is complete once the Face Amount of the Plan has been invested.

Contractual Plan: A type of capital accumulation plan in which the investor makes a firm commitment to invest a specific amount of money in a fund during a specified time period.

Current Plan: A plan in which there are at least as many investments recorded as there are months elapsed since establishment of the plan. A Completed Plan that has not been redeemed is a Current Plan. Tax-advantaged retirement plans are Current Plans.

Dollar-Cost Averaging: A system of buying fixed dollar amounts of securities at regular intervals, regardless of the price of the shares. This method may result in an average cost that is lower than the average price at which the securities were purchased because an investment of a fixed dollar amount buys more shares when the share price is low and fewer shares when the share price is high.

Face Amount: The total dollar amount of investments needed to complete a particular plan. For example, a $300 per month, 15 year plan would have a Face Amount of $54,000.

Face Change: Increasing or decreasing the dollar amount needed to complete a particular plan is known as a Face Change.

Mutual Fund: An investment company that pools capital from shareholders and invests in stocks, bonds, options, or other securities. Mutual funds offer investors the advantages of diversification and professional management.

Rights of Accumulation: The right to reduce the Creation and Sales Charges paid on two or more Plans based on the total Face Amount of the Plans.

Systematic Investment Plan or Periodic Payment Plan: An investment program in which an investor invests a specified amount of money in a fund at regular intervals. A Contractual Plan is a special type of systematic investment plan.

Unit Investment Trust (UIT): An investment company that has its own portfolio of securities in which it invests. It sells interests in this portfolio in the form of redeemable securities. Unit investment trusts are organized under a trust indenture or custodian agreement, not a corporate charter.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Directors of Fidelity Distributors Corporation and Investors under Fidelity Systematic Investment Plans: Destiny Plans I: N:

<R>In our opinion, the accompanying statement of assets and liabilities and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Systematic Investment Plans: Destiny Plans I: N (the "Plan") at September 30, 2012, and the results of its operations and the changes in its net assets for each of the three years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at September 30, 2012 by correspondence with the transfer agent of the underlying Fund, provide a reasonable basis for our opinion.</R>

<R>PricewaterhouseCoopers LLP
Boston, Massachusetts
November 20, 2012</R>

Fidelity Systematic Investment Plans: Destiny Plans I: N
Financial Statements

Statement of Assets and Liabilities
September 30, 2012

Assets:
Securities of investment company:
5,817,305 Class A shares of Fidelity Advisor Diversified Stock Fund held for investors, valued at net asset value of $17.18 per share (Note 1) (average cost $74,580,277)		$ 99,941,304
<R>Cash		1,550</R>
Receivable for Class A: Fidelity Advisor Diversified Stock Fund shares sold		33,419
Total assets		$ 99,976,273
Liabilities:
<R>Payable for shares purchased	$ 1,550	</R>
Payable to planholders for Class A: Fidelity Advisor Diversified Stock Fund shares sold	33,419
Payable to custodian, sponsor and broker/dealer (Note 3)	83,070
Total liabilities		118,039
Net Assets (Note 2) (equivalent to $17.17 per share)		$ 99,858,234

Statements of Operations

<R>	Year Ended September 30, 2012	Year Ended September 30, 2011	Year Ended September 30, 2010</R>
<R>Investment Income:			</R>
Distributions received on Class A shares of Fidelity Advisor Diversified Stock Fund from net investment income	$ 920,930	$ 658,274	$ 810,319
<R>Expenses (Note 3):			</R>
Account fees	123,555	133,033	154,485
Net investment income(loss)	797,375	525,241	655,834
<R>Realized and Unrealized Gain/(Loss) on Investments:			</R>
<R>Complete and partial investment liquidations:			</R>
Proceeds received (Note 3)	14,260,376	20,784,481	43,729,962
Cost of Class A: Fidelity Advisor Diversified Stock Fund	(11,758,906)	(17,777,392)	(42,950,419)
Net realized gain/(loss) on investment liquidations	2,501,470	3,007,089	779,543
Net change in unrealized appreciation (depreciation)	22,628,634	(3,144,906)	9,109,258
Net realized and unrealized gain/(loss) on investments	25,130,104	(137,817)	9,888,801
Distributions received on Class A shares of Fidelity Advisor Diversified Stock Fund from net realized gains on investments	179,242	298,599	44,523
Net increase/(decrease) in net assets resulting from operations	$ 26,106,721	$ 686,023	$ 10,589,158

The accompanying notes are an integral part of the financial statements.

Destiny Plans I: N - Financial Statements - continued

Statements of Changes in Net Assets Invested in Class A Shares of
Fidelity Advisor Diversified Stock Fund

	Year Ended September 30, 2012		Year Ended September 30, 2011		Year Ended September 30, 2010
	Amount	Shares	Amount	Shares	Amount	Shares
Net assets at beginning of period	$ 81,288,031	6,226,168	$ 93,041,941	7,013,341	$ 114,052,180	9,443,241
<R>Additions during period:						</R>
<R> From investor payments	6,657,417		8,267,622		12,022,356	</R>
<R>Less: Creation and Sales Charges (Note 3)	(1,775)		(1,388)		(2,588)	</R>
Balance invested in Class A: Fidelity Advisor Diversified Stock Fund shares	6,655,642	436,819	8,266,234	558,548	12,019,768	957,760
<R>Net investment income/(loss)	797,375		525,241		655,834	</R>
<R>Distributions received on Class N shares of Fidelity Advisor Diversified Stock Fund from net realized gains on investments	179,242		298,599		44,523	</R>
<R>Less: Cash distributions to investors	(3,078)		(2,214)		(1,634)	</R>
Balance reinvested/(divested) in Class A: Fidelity Advisor Diversified Stock Fund shares	973,539	71,520	821,626	61,705	698,723	64,399
<R>Net realized gain/(loss) on investment liquidations	2,501,470		3,007,089		779,543	</R>
Net change in unrealized appreciation (depreciation)	22,628,634		(3,144,906)		9,109,258
Total	114,047,316	6,734,507	101,991,984	7,633,594	136,659,472	10,465,400
<R>Deductions during period:						</R>
Redemptions and cancellations of Class A: Fidelity Advisor Diversified Stock Fund shares paid to investors (Note 3)	(14,189,082)	(917,202)	(20,703,953)	(1,407,426)	(43,617,531)	(3,452,059)
Net assets at end of period	$ 99,858,234	5,817,305	$ 81,288,031	6,226,168	$ 93,041,941	7,013,341

Destiny Plans I: N - Financial Highlights

	Year ended September 30, 2012	Year ended September 30, 2011	Year ended September 30, 2010	Year ended September 30, 2009	Year Ended September 30, 2008
Selected Per-Share Data (Note 1)
Net asset value, beginning of period	$ 13.06	$ 13.27	$ 12.08	$ 11.79	$ 17.06
Income (loss) from Investment Operations:
Net investment income (loss)A	0.13	0.08	0.08	0.07	0.08
Net realized and unrealized gain (loss)	4.16	(0.15)	1.21	0.31	(5.24)
Total from investment operations	4.29	(0.07)	1.29	0.38	(5.16)
Less Distributions from:
Net investment income	(0.15)	(0.10)	(0.09)	(0.09)	(0.11)
Net realized gains	(0.03)	(0.04)	(0.01)	0.00	0.00
Total Distributions	(0.18)	(0.14)	(0.10)	(0.09)	(0.11)
Net asset value, end of period	$ 17.17	$ 13.06	$ 13.27	$ 12.08	$ 11.79
Total Return	33.08%	(0.63)%	10.62%	3.58%	(30.46)%
Ratios to Average Net Assets
ExpensesB	0.13%	0.14%	0.15%	0.20%	0.14%
Net investment income (loss)	0.85%	0.54%	0.65%	0.72%	0.57%

^ACalculated based on average shares outstanding during the period.

^BExpenses of the underlying Fund are not included in the Plan's expense ratio.

The accompanying notes are an integral part of the financial statements.

Notes to Financial Statements

1. Significant Accounting Policies: The Plan is a unit investment trust registered under the Investment Company Act of 1940, as amended, with the Securities and Exchange Commission, investing only in the Class A shares of Fidelity Advisor Diversified Stock Fund (the "Fund"). Accordingly, the financial statements of the Fund, not included in this report, should be read in conjunction with the Plan's financial statements. The semi-annual and annual financial statements of the Fund are distributed to Planholders. Destiny Plans I: N is for the accumulation of Class A shares of the Fund. Destiny Plans I: N was closed to new investors on October 27, 2006.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America for unit investment trusts which permit management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. These financial statements present an aggregate view of the individual Planholders' results of operations and financial position and accordingly, the reported net asset value per share and selected financial highlights may differ significantly from the Planholders' actual results due primarily to the timing of entry into the Plan and the varying face amounts of the Planholders' certificates. Events or transactions occurring after period end through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Plan:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Plan categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels shown below.

Level 1 - Quoted prices in active markets for identical investments

Level 2 - Other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - Unobservable inputs (including the Plan's own assumptions based on the best information available)

Valuation techniques used to value the Plan's investments by major category are as follows. Investments in the underlying Fund are valued at its closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

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

Federal Income Taxes. No provisions are made for federal income taxes. All income dividends and capital gain distributions received by Planholders are treated as if received directly from the underlying Fund. A Planholder will not realize any gain or loss upon withdrawal from the Plan when transferring to an account for direct ownership of the underlying Fund shares. Any liquidation by a Planholder of the Plan will be treated as if the underlying Fund shares were sold.

The Plan is subject to the provisions of ASC 740 Income Taxes. ASC 740 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. ASC 740 does not result in any unrecognized tax benefits in the accompanying financial statements.

Transaction Dates. Fund share transactions are recorded on the trade date. Dividend income and capital gain distributions are recorded on the ex-dividend date.

Cost Method. The investment in Class A shares of the Fund at cost is based on average cost.

Notes to Financial Statements - continued

2. Plan Assets

Destiny Plans I: N assets consisted of the following at September 30, 2012:

	Systematic Investment Plans
Net payments received from investors on outstanding Plans	$ 75,513,530
Deduct:
Creation and Sales Charges	(4,151,147)
Net payments invested in Class A shares of Fidelity Advisor Diversified Stock Fund	71,362,383
Add:
Distributions from net investment income reinvested	2,655,403
Distributions from realized gains reinvested	562,491
Unrealized appreciation/(depreciation) in Class A shares of Fidelity Advisor Diversified Stock Fund held at September 30, 2012	25,361,027
Deduct:
Fees payable	(83,070)
Net assets	$ 99,858,234

3. Expenses, Deductions and Transactions with Affiliates:

Creation and Sales Charges

Fidelity Distributors Corporation, a wholly owned subsidiary of FMR LLC and sponsor of Fidelity Systematic Investment Plans, received Creation and Sales Charges from investments into the Plans. A portion of these sales charges are reallowed to financial intermediaries. Fidelity Distributors Corporation retained approximately $0, $1, and $0, as its portion of the Creation and Sales Charges on sales of Destiny Plans I: N during the years ended September 30, 2012, 2011, and 2010, respectively.

Creation and Sales Charges are also assessed on any changes in the face amount of a Plan. These Creation and Sales Charges may be paid by liquidating shares of the Plan and are included within the redemption proceeds reflected within the financial statements. For the years ended September 30, 2012, 2011, and 2010, the charges were $0, $0, and $0, for Destiny Plans I: N, respectively.

Account Fees

The Plan was charged additional account fees for certain services provided by the Custodian as described below. The Custodian deducts these fees from the Planholder's account. The fees may be paid out of principal from the proceeds of the sale of Fund shares in the Planholder's account. With respect to the Completed Plan Fee and the Inactive Account Fee, the fees are paid first from dividends and distributions.

Completed Plan and Inactive Account Fees: An annual fee of $12 is charged if Planholders completed their Plan but did not elect to hold Class A shares of the Fund directly or did not complete their Plan and the Plan is not current. For the years ended September 30, 2012, 2011, and 2010, account fees of $56,798, $58,721, and $59,140, were charged to planholders of Destiny Plans I: N, respectively.

Fidelity Destiny IRA Maintenance Fee: If a Planholder has a Fidelity Destiny IRA, the Planholder is charged an annual $10 maintenance fee. For the years ended September 30, 2012, 2011, and 2010, account fees of $66,757, $74,312, and $95,345, were charged to Planholders of Destiny Plans I: N, respectively.

Fund Transactions

As more fully described in the financial statements of the underlying Fund, affiliates of the sponsor earn fees for services provided to the Fund.

Notes to Financial Statements - continued

4. Other Matters

Effective October 27, 2006, the Military Personnel Financial Services Protection Act (the "Act") prohibits the issuance or sale of new periodic payment plans, such as the Destiny Plans. The Act does not alter, invalidate, or otherwise affect any rights or obligations, including rights of redemption, of existing Planholders.

The Plan does not invest in Fidelity Advisor Diversified Stock Fund for the purpose of exercising management or control; however, investments by the Plan within its principal investment strategies may represent a significant portion of Fidelity Advisor Diversified Stock Fund's net assets. For the year ended September 30, 2012, the Plan was the owner of record of 5% of the total net assets of Fidelity Advisor Diversified Stock Fund.

REPORT OF INDEPENDENT AUDITORS

To the Stockholder of Fidelity Distributors Corporation

In our opinion, the accompanying statement of financial condition presents fairly, in all material respects, the financial position of Fidelity Distributors Corporation (the "Company") in conformity with accounting principles generally accepted in the United States of America. This financial statement is the responsibility of the Company's management; our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit of this statement in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the statement of financial condition is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of financial condition, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit of the statement of financial condition provides a reasonable basis for our opinion.

<R>PricewaterhouseCoopers LLP
February 27, 2012</R>

FIDELITY DISTRIBUTORS CORPORATION

<R>STATEMENT OF FINANCIAL CONDITION
AS OF December 31, 2011
(Dollars in thousands, except share data)

ASSETS

Securities owned, at fair value	$ 122,448
Receivables:
Brokers and dealers	123,065
Mutual funds	207,772
<R> Total Receivables	330,837</R>
Deferred dealers concessions, net	25,612
Other assets	120
Total Assets	$ 479,017

LIABILITIES

Payables:
Brokers and dealers	$ 239,976
Mutual funds	123,049
Total Liabilities	363,025

COMMITMENTS AND CONTINGENCIES (Note D)

STOCKHOLDER'S EQUITY

Preferred stock, 5% non cumulative, $100 par value; authorized 5,000 shares; 4,750 shares issued and outstanding	475
Common stock, $1 par value; authorized 1,000,000 shares; 1,061 shares issued and outstanding	1
Additional paid-in capital	129,956
<R>Total Stockholder's Equity	130,432</R>
Less: Net Receivable from FMR	(14,440)
Total Stockholder's Equity, net	115,992
Total Liabilities and Stockholder's Equity	$ 479,017

The accompanying notes are an integral part of the statement of financial condition.

FIDELITY DISTRIBUTORS CORPORATION
DECEMBER 31, 2011

NOTES TO STATEMENT OF FINANCIAL CONDITION
(Dollars in thousands)

A. Organization:

<R>Fidelity Distributors Corporation (the "Company") is a registered broker-dealer with the Securities and Exchange Commission and a member of the Financial Industry Regulatory Authority. The Company is a wholly owned subsidiary of FMR LLC ("FMR"). The Company is the principal underwriter and distributor of the Fidelity mutual funds managed by Fidelity Management & Research Company ("FMR Co."), an affiliate and registered investment advisor under the Securities and Exchange Commission Investment Advisers Act of 1940. The Company is also the sponsor of the Fidelity Destiny plans.</R>

The Company generates substantially all of its revenue by providing services to FMR Co. Fees for such services are based on costs incurred plus a mark-up. The remainder of the Company's revenue is generated by mutual fund distribution fees from the Fidelity mutual funds. This revenue is asset based and, as a result, the Company's revenues may fluctuate based on the performance of financial markets.

B. Summary of Significant Accounting Policies:

Basis of Presentation and Use of Estimates

The preparation of the statement of financial condition in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. Actual results could differ from the estimates included in the statement of financial condition.

Cash

<R>For the purposes of reporting cash in the statement of financial condition, the Company defines cash as cash on hand, demand deposits, and time deposits with maturities less than 60 days. The Company's policy is to invest excess cash into money market funds which are classified as securities owned, at fair value, in the statement of financial condition.</R>

Receivables from and Payables to Brokers and Dealers and Mutual Funds

<R>Included in the receivables from brokers and dealers and mutual funds are mutual funds' purchase and redemption trades, measured at transaction value, that are unsettled at December 31, 2011. Also included in the receivables from mutual funds are distribution fees from Fidelity mutual funds.</R>

<R>Included in the payables to brokers and dealers and mutual funds are mutual funds' purchase and redemption trades, measured at transaction value, that are unsettled at December 31, 2011. Also included in the payables to brokers and dealers are payments due to third party intermediaries for distribution fees.</R>

Fair Value Measurements

<R>The Company categorizes the financial assets and liabilities carried at fair value in its statement of financial condition based upon a three-level valuation hierarchy. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable valuation inputs (Level 3). If the inputs used to measure a financial asset or liability cross different levels of the hierarchy, categorization is based on the lowest level input that is significant to the fair value measurement. Management's assessment of the significance of a particular input to the overall fair value measurement of a financial asset or liability requires judgment, and considers factors specific to the asset or liability. The three levels are described below:</R>

<R> Level 1 - Financial assets and liabilities whose values are based on unadjusted quoted prices for identical assets and liabilities in an active market.</R>

Level 2 - Financial assets and liabilities whose values are based on quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3 - Financial assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable in the market and significant to the overall fair value measurement. These inputs reflect management's judgment about the assumptions that a market participant would use in pricing the asset or liability, and are based on the best available information, some of which is internally developed.

FIDELITY DISTRIBUTORS CORPORATION
DECEMBER 31, 2011

NOTES TO STATEMENT OF FINANCIAL CONDITION (continued)
(Dollars in thousands)

B. Summary of Significant Accounting Policies, continued:

Deferred Dealers Concessions

<R>Deferred dealers concessions include sales commissions paid to financial intermediaries in connection with the sale of certain Fidelity mutual funds which are deferred and amortized on a straight-line basis, over periods generally ranging from one to five years. In the event that the underlying mutual fund shares to which the deferred sale charge unit relates are redeemed earlier than the estimated life, the unamortized balance is fully charged against income.</R>

Deferred dealers concessions of $25,612 are reported net of accumulated amortization of $104,754 as of December 31, 2011. The amount of deferred dealer's concessions was reviewed for impairment and no such impairment was noted at December 31, 2011.

Income Taxes

<R>The Company is allocated by FMR a portion of FMR's income tax provision as if it were filing tax returns on a separate company basis. Deferred income taxes are allocated to the Company by FMR LLC as a result of differences in the recognition of revenue and expense for tax and financial reporting purposes. At December 31, 2011, the Company's net deferred tax assets were $607 and are included in the net receivable from FMR. The primary source of temporary differences which comprise the net deferred tax asset is deferred compensation expense. FMR files state tax returns on a unitary/combined basis and the Company files certain state tax returns on a separate company basis.</R>

Recent Accounting Pronouncements

<R>Fair Value Measurements</R>

<R>In 2010, the Financial Accounting Standards Board (the "FASB") amended its standard on fair value measurements and disclosures to add new requirements for disclosures about significant transfers into and out of Levels 1 and 2 and gross presentation of activity within the Level 3 rollforward with separate disclosures about purchases, sales, issuances, and settlements. The amended standard also clarifies existing fair value disclosures about the level of disaggregation as well as inputs and valuation techniques used to measure fair value. The Company adopted this amended standard effective January 1, 2010, except for the gross presentation of the Level 3 rollforward, which the Company adopted effective January 1, 2011. Adoption of this amended standard did not have a material impact on the statement of financial condition.</R>

In May 2011, the FASB issued amended guidance regarding fair value measurements and disclosures. Although the amended guidance is largely consistent with existing fair value measurement principles under GAAP, some of the amendments could change how the fair value measurement guidance is applied. In addition, the existing disclosure requirements for fair value measurements have been expanded. The amended guidance is effective for the Company beginning January 1, 2012. The Company does not expect the adoption of this amended guidance to have a material impact on the statement of financial condition.

C. Securities Owned - at Fair Value:

Securities owned consist of shares held in a Fidelity money market mutual fund. Securities owned are measured at fair value on a recurring basis. The fair value of securities owned are determined using published net asset values, as applicable. At December 31, 2011, all of the Company's securities owned are measured at fair value and are classified as Level 1 within the fair value hierarchy. There were no transfers into or out of Level 1 of the fair value hierarchy during the year.

D. Commitments and Contingencies:

In the normal course of business, the Company enters into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Company's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Company or that have not yet occurred.

FIDELITY DISTRIBUTORS CORPORATION
DECEMBER 31, 2011

NOTES TO STATEMENT OF FINANCIAL CONDITION (continued)
(Dollars in thousands)

E. Stockholder's Equity:

During 2011, the Company declared and recorded non-cash dividends in the amount of $154,415 to FMR of which $2,336 was a return of additional paid-in capital. The total dividends recorded of $154,415 were settled via the intercompany account to FMR.

F. Income Taxes:

FMR is subject to flow-through tax treatment under Subchapter S of the Internal Revenue Code which generally allows taxable income, deductions and credits to flow directly to its shareholders but is subject to tax in certain state and international jurisdictions. The Company is also subject to taxation under the Subchapter S rules.

The Company files income tax returns both as part of the FMR U.S. federal and state income tax return filings as well as on a separate company basis. With limited exceptions, the FMR returns that include the Company's activity are no longer subject to federal tax examinations for years before 2006 or state and local examinations for years before 2003.

G. Net Capital Requirement:

The Company is subject to the Securities and Exchange Commission's Uniform Net Capital Rule 15c3-1 (the "Rule"). The Company has elected to utilize the alternate method permitted by the Rule which requires that minimum net capital, as defined, be the greater of $250 or 2% of aggregate debit items arising from customer transactions. At December 31, 2011, the Company had net capital of $58,705 of which $58,455 was in excess of its required net capital of $250.

H. Transactions with Affiliated Companies:

The Company is party to several arrangements with affiliated companies. Under the marketing and distribution services agreement, the Company charged FMR Co. for services provided to them during 2011 based on a cost or cost plus arrangement. In addition, the Company is charged for services provided by FMR and affiliated companies.

All intercompany transactions with FMR and affiliated companies are charged or credited through an intercompany account with FMR and may not be the same as those which would otherwise exist or result from agreements and transactions among unaffiliated third parties. The Company generally receives credit for the collection of its receivables and is charged for the settlement of its liabilities through its intercompany account with FMR. Under an agreement with FMR, the Company may offset assets and liabilities which will ultimately be settled by FMR on behalf of the Company against the Company's receivable from FMR. In accordance with the agreement, net liabilities of approximately $614 have been offset against the receivable from FMR.

I. Concentration of Credit Risk:

The Company is engaged in various mutual fund brokerage activities in which counterparties primarily include broker dealers and other financial institutions. In the event counterparties do not fulfill their obligations, the company may be exposed to risk.

J. Subsequent Events:

The Company has performed an evaluation of events that have occurred subsequent to December 31, 2011, and through February 27, 2012 (the date of the filing of this report). There have been no material subsequent events that occurred during such period that would require disclosure in this report or would be required to be recognized in the statement of financial condition as of December 31, 2011.

Fidelity^® Destiny^® Portfolios

Fidelity Advisor^® Diversified Stock Fund

Class/Ticker

A/FDTOX

Fidelity Systematic Investment Plans: Destiny Plans I: N (Destiny Plan), a unit investment trust, invests in shares of Class A of the fund. Details of the Destiny Plan, including the Creation and Sales Charges, are discussed in the prospectus for the Destiny Plan. On September 29, 2006, the President signed into law the Military Personnel Financial Services Protection Act (Act), which, among other things, prohibits the issuance or sale of new periodic payment plans, such as the Destiny Plan, effective October 27, 2006. The Act does not alter, invalidate, or otherwise affect any rights or obligations, including rights of redemption, of existing Planholders.

Prospectus

November 29, 2012

Contents

Fund Summary	(Click Here)	Fidelity Advisor® Diversified Stock Fund
Fund Basics	(Click Here)	Investment Details
	(Click Here)	Valuing Shares
Shareholder Information	(Click Here)	Additional Information about the Purchase and Sale of Shares
	(Click Here)	Exchanging Shares
	(Click Here)	Account Features and Policies
	(Click Here)	Dividends and Capital Gain Distributions
	(Click Here)	Tax Consequences
Fund Services	(Click Here)	Fund Management
	(Click Here)	Fund Distribution
Appendix	(Click Here)	Financial Highlights
	(Click Here)	Additional Information about the Index

Prospectus

Fund Summary

Fund/Class:
Fidelity Advisor^® Diversified Stock Fund/A

Investment Objective

The fund seeks capital growth.

Fee Table

The following table describes the fees and expenses that may be incurred when you buy, hold, or sell shares of the fund, but does not reflect the Destiny Plan Creation and Sales Charges.

Shareholder fees
(fees paid directly from your investment) None

Annual class operating expenses
(expenses that you pay each year as a % of the value of your investment)

Management fee	0.43%
Distribution and/or Service (12b-1) fees	0.25%
Other expenses	0.16%
Total annual operating expenses	0.84%

This example helps compare the cost of investing in the fund with the cost of investing in other mutual funds.

Let's say, hypothetically, that the annual return for shares of the fund is 5% and that your shareholder fees and the annual operating expenses for shares of the fund are exactly as described in the fee table. This example illustrates the effect of fees and expenses, but is not meant to suggest actual or expected fees and expenses or returns, all of which may vary. For every $10,000 you invested, here's how much you would pay in total expenses if you sell all of your shares at the end of each time period indicated:

1 year	$ 86
3 years	$ 268
5 years	$ 466
10 years	$ 1,037

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual operating expenses or in the example, affect the fund's performance. During the most recent fiscal year, the fund's portfolio turnover rate was 40% of the average value of its portfolio.

Principal Investment Strategies

• Normally investing at least 80% of assets in stocks.
• Normally investing primarily in common stocks.
• Investing in domestic and foreign issuers.
• Investing in either "growth" stocks or "value" stocks or both.
• Using fundamental analysis of factors such as each issuer's financial condition and industry position, as well as market and economic conditions, to select investments.

Principal Investment Risks

• Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market can react differently to these developments.
• Foreign Exposure. Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market.
• Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than, and can perform differently from, the market as a whole.

An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. You could lose money by investing in the fund.

Performance

The following information is intended to help you understand the risks of investing in the fund. The information illustrates the changes in the performance of the fund's shares from year to year and compares the performance of the fund's shares to the performance of a securities market index over various periods of time. The index description appears in the Additional Information about the Index section of the prospectus. The information also illustrates the performance of the Destiny Plan. Returns for the fund do not include the effect of the Destiny Plan Creation and Sales Charges. Returns for the fund would be lower if the effect of the Destiny Plan Creation and Sales Charges were included. The returns for the Destiny Plan do include the effect of the Destiny Plan Creation and Sales Charges. Past performance (before and after taxes) is not an indication of future performance.

Prospectus

Fund Summary - continued

Visit www.advisor.fidelity.com for updated return information.

Year-by-Year Returns

Calendar Years	2002	2003	2004	2005	2006	2007	2008	2009	2010	2011
	-23.54%	24.83%	5.93%	11.48%	9.12%	8.73%	-47.82%	47.97%	19.22%	0.05%

During the periods shown in the chart:	Returns	Quarter ended
Highest Quarter Return	25.19%	June 30, 2009
Lowest Quarter Return	-27.34%	December 31, 2008
Year-to-Date Return	18.24%	September 30, 2012

Average Annual Returns - Fund

After-tax returns are calculated using the historical highest individual federal marginal income tax rates, but do not reflect the impact of state or local taxes. Actual after-tax returns may differ depending on your individual circumstances. The after-tax returns shown are not relevant if you hold your shares in a retirement account or in another tax-deferred arrangement. Return After Taxes on Distributions and Sale of Fund Shares may be higher than other returns for the same period due to a tax benefit of realizing a capital loss upon the sale of fund shares.

For the periods ended December 31, 2011	Past 1 year	Past 5 years	Past 10 years
Class A - Return Before Taxes	0.05%	0.03%	2.11%
Return After Taxes on Distributions	-0.17%	-0.12%	1.99%
Return After Taxes on Distributions and Sale of Fund Shares	0.24%	0.00%	1.79%
S&P 500® Index (reflects no deduction for fees, expenses, or taxes)	2.11%	-0.25%	2.92%

Average Annual Returns - Plan

The returns in the following table include the effect of the Destiny Plan Creation and Sales Charges for a $50/month, 15 year Destiny Plan. The returns assume an initial $600 lump sum investment at the beginning of each period shown, with no subsequent Destiny Plan investments in that year. Because the returns assume yearly lump sum investments, they do not reflect what investors would have earned if they had made only regular monthly investments over the period.

For the periods ended December 31, 2011	Past 1 year	Past 5 years	Past 10 years	Life of PlanA
Destiny Plans I: N	-49.97%	-2.06%	1.58%	-1.95%

^A From April 30, 1999 (commencement of operations).

Prospectus

Investment Advisers

Fidelity Management & Research Company (FMR) is the fund's manager. FMR Co., Inc. (FMRC) and other investment advisers serve as sub-advisers for the fund.

Portfolio Manager(s)

James Morrow (portfolio manager) has managed the fund since November 2006.

Purchase and Sale of Shares

The fund has an agreement with Fidelity Distributors Corporation (FDC) under which the fund issues shares at net asset value per share (NAV) to State Street Bank and Trust Company (State Street) as Custodian for the Destiny Plan. Generally, State Street will hold all shares of the fund unless a Planholder elects to hold fund shares directly after completing, terminating, or partially redeeming the Destiny Plan. The terms of the offering of the Destiny Plan are contained in the Destiny Plan's prospectus. A Planholder who elects to hold fund shares directly after completing, terminating, or partially redeeming a Destiny Plan and wishes to make additional investments in Class A shares should call an investment professional or Fidelity at 1-877-208-0098 to receive the appropriate prospectus.

You may sell Class A shares of the fund through an investment professional. You may sell shares in various ways:

Phone To reach a Fidelity representative: Nationally (toll-free) 1-877-208-0098 In Alaska or Overseas (call collect) 1-617-330-3183
Mail
Redemptions:
Fidelity Investments P.O. Box 770002 Cincinnati, OH 45277-0081	Overnight Express: Fidelity Investments 100 Crosby Parkway Covington, KY 41015

The price to buy one share of Class A is its NAV. Your shares will be bought at the NAV next calculated after your order is received in proper form.

The following discussion relates only to those investors who hold shares of the fund directly. The price to sell one share of Class A is its NAV. Your shares will be sold at the NAV next calculated after your order is received in proper form.

The fund is open for business each day the New York Stock Exchange (NYSE) is open.

There is no purchase minimum for Class A shares.

Tax Information

Distributions you receive from the fund are subject to federal income tax and generally will be taxed as ordinary income or capital gains, and may also be subject to state or local taxes, unless you are investing through a tax-advantaged retirement account (in which case you may be taxed later, upon withdrawal of your investment from such account).

Payments to Broker-Dealers and Other Financial Intermediaries

The fund, FMR, FDC, and/or their affiliates may pay intermediaries, including banks, broker-dealers, or other service-providers (who may be affiliated with FMR or FDC), for the sale of fund shares and related services. These payments may create a conflict of interest by influencing your intermediary and your investment professional to recommend the fund over another investment. Ask your investment professional or visit your intermediary's web site for more information.

Prospectus

Fund Basics

Investment Details

Investment Objective

The fund seeks capital growth.

Principal Investment Strategies

FMR normally invests at least 80% of the fund's assets in stocks. FMR normally invests the fund's assets primarily in common stocks.

FMR may invest the fund's assets in securities of foreign issuers in addition to securities of domestic issuers.

FMR is not constrained by any particular investment style. At any given time, FMR may tend to buy "growth" stocks or "value" stocks, or a combination of both types. In buying and selling securities for the fund, FMR relies on fundamental analysis, which involves a bottom-up assessment of a company's potential for success in light of factors including its financial condition, earnings outlook, strategy, management, industry position, and economic and market conditions.

In addition to the principal investment strategies discussed above, FMR may lend the fund's securities to broker-dealers or other institutions to earn income for the fund.

FMR may also use various techniques, such as buying and selling futures contracts and exchange traded funds, to increase or decrease the fund's exposure to changing security prices or other factors that affect security values.

If FMR's strategies do not work as intended, the fund may not achieve its objective.

Description of Principal Security Types

Equity securities represent an ownership interest, or the right to acquire an ownership interest, in an issuer. Different types of equity securities provide different voting and dividend rights and priority in the event of the bankruptcy of the issuer. Equity securities include common stocks, preferred stocks, convertible securities, and warrants.

Principal Investment Risks

Many factors affect the fund's performance. The fund's share price changes daily based on changes in market conditions and interest rates and in response to other economic, political, or financial developments. The fund's reaction to these developments will be affected by the types of securities in which the fund invests, the financial condition, industry and economic sector, and geographic location of an issuer, and the fund's level of investment in the securities of that issuer. When you sell your shares they may be worth more or less than what you paid for them, which means that you could lose money by investing in the fund.

The following factors can significantly affect the fund's performance:

Stock Market Volatility. The value of equity securities fluctuates in response to issuer, political, market, and economic developments. Fluctuations can be dramatic over the short as well as long term, and different parts of the market and different types of equity securities can react differently to these developments. For example, large cap stocks can react differently from small cap stocks, and "growth" stocks can react differently from "value" stocks. Issuer, political, or economic developments can affect a single issuer, issuers within an industry or economic sector or geographic region, or the market as a whole. Changes in the financial condition of a single issuer can impact the market as a whole. Terrorism and related geo-political risks have led, and may in the future lead, to increased short-term market volatility and may have adverse long-term effects on world economies and markets generally.

Foreign Exposure. Foreign securities, foreign currencies, and securities issued by U.S. entities with substantial foreign operations can involve additional risks relating to political, economic, or regulatory conditions in foreign countries. These risks include fluctuations in foreign currencies; withholding or other taxes; trading, settlement, custodial, and other operational risks; and the less stringent investor protection and disclosure standards of some foreign markets. All of these factors can make foreign investments, especially those in emerging markets, more volatile and potentially less liquid than U.S. investments. In addition, foreign markets can perform differently from the U.S. market.

Global economies and financial markets are becoming increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely impact issuers or providers in, or foreign exchange rates with, a different country or region.

Issuer-Specific Changes. Changes in the financial condition of an issuer or counterparty, changes in specific economic or political conditions that affect a particular type of security or issuer, and changes in general economic or political conditions can increase the risk of default by an issuer or counterparty, which can affect a security's or instrument's value. The value of securities of smaller, less well-known issuers can be more volatile than that of larger issuers.

In response to market, economic, political, or other conditions, FMR may temporarily use a different investment strategy for defensive purposes. If FMR does so, different factors could affect the fund's performance and the fund may not achieve its investment objective.

Fundamental Investment Policies

The following policy is fundamental, that is, subject to change only by shareholder approval:

The fund seeks capital growth.

Shareholder Notice

The following policy is subject to change only upon 60 days' prior notice to shareholders:

The fund normally invests at least 80% of its assets in stocks.

Valuing Shares

The fund is open for business each day the NYSE is open.

A class's NAV is the value of a single share. Fidelity normally calculates the class's NAV as of the close of business of the NYSE, normally 4:00 p.m. Eastern time. The fund's assets normally are valued as of this time for the purpose of computing the class's NAV.

Prospectus

Fund Basics - continued

NAV is not calculated and the fund will not process purchase and redemption requests submitted on days when the fund is not open for business. The time at which shares are priced and until which purchase and redemption orders are accepted may be changed as permitted by the Securities and Exchange Commission (SEC).

To the extent that the fund's assets are traded in other markets on days when the fund is not open for business, the value of the fund's assets may be affected on those days. In addition, trading in some of the fund's assets may not occur on days when the fund is open for business.

Shares of open-end funds in which the fund may invest (referred to as underlying funds) are valued at their respective NAVs. The fund's NAV is calculated using the values of any underlying funds in which it invests. Other assets (as well as assets held by an underlying Fidelity non-money market fund) are valued primarily on the basis of market quotations, official closing prices, or information furnished by a pricing service. Certain short-term securities are valued on the basis of amortized cost. If market quotations, official closing prices, or information furnished by a pricing service are not readily available or, in FMR's opinion, are deemed unreliable for a security, then that security will be fair valued in good faith by FMR in accordance with applicable fair value pricing policies. For example, if, in FMR's opinion, a security's value has been materially affected by events occurring before the fund's pricing time but after the close of the exchange or market on which the security is principally traded, then that security will be fair valued in good faith by FMR in accordance with applicable fair value pricing policies. Fair value pricing will be used for high yield debt securities when available pricing information is determined to be stale or for other reasons not to accurately reflect fair value. Assets held by an underlying Fidelity money market fund are valued on the basis of amortized cost.

Arbitrage opportunities may exist when trading in a portfolio security or securities is halted and does not resume before a fund calculates its NAV. These arbitrage opportunities may enable short-term traders to dilute the NAV of long-term investors. Securities trading in overseas markets present time zone arbitrage opportunities when events affecting portfolio security values occur after the close of the overseas markets but prior to the close of the U.S. market. Fair valuation of a fund's portfolio securities can serve to reduce arbitrage opportunities available to short-term traders, but there is no assurance that fair value pricing policies will prevent dilution of a fund's NAV by short-term traders.

Although the fund has policies regarding excessive trading, these too may not be effective to prevent short-term NAV arbitrage trading, particularly in regard to omnibus accounts.

Fair value pricing is based on subjective judgments and it is possible that the fair value of a security may differ materially from the value that would be realized if the security were sold.

Prospectus

Shareholder Information

Additional Information about the Purchase and Sale of Shares

General Information

You may sell Class A shares of the fund through an investment professional. When you invest through an investment professional, the procedures for selling and exchanging Class A shares of the fund and the account features and policies may differ. Additional fees may also apply to your investment in Class A shares of the fund, including a transaction fee if you sell Class A shares of the fund through a broker or other investment professional.

Certain methods of contacting Fidelity, such as by telephone, may be unavailable or delayed (for example, during periods of unusual market activity).

Excessive Trading Policy

The fund may reject for any reason, or cancel as permitted or required by law, any purchase or exchange, including transactions deemed to represent excessive trading, at any time.

Excessive trading of fund shares can harm shareholders in various ways, including reducing the returns to long-term shareholders by increasing costs to the fund (such as brokerage commissions), disrupting portfolio management strategies, and diluting the value of the shares in cases in which fluctuations in markets are not fully priced into the fund's NAV.

The Board of Trustees has adopted policies designed to discourage excessive trading of fund shares. Excessive trading activity in the fund is measured by the number of roundtrip transactions in a shareholder's account and each class of a multiple class fund is treated separately. A roundtrip transaction occurs when a shareholder sells fund shares (including exchanges) within 30 days of the purchase date.

Shareholders with two or more roundtrip transactions in a single fund within a rolling 90-day period will be blocked from making additional purchases or exchange purchases of the fund for 85 days. Shareholders with four or more roundtrip transactions across all Fidelity funds within any rolling 12-month period will be blocked for at least 85 days from additional purchases or exchange purchases across all Fidelity funds. Any roundtrip within 12 months of the expiration of a multi-fund block will initiate another multi-fund block. Repeat offenders may be subject to long-term or permanent blocks on purchase or exchange purchase transactions in any account under the shareholder's control at any time. In addition to enforcing these roundtrip limitations, the fund may in its discretion restrict, reject, or cancel any purchases or exchanges that, in FMR's opinion, may be disruptive to the management of the fund or otherwise not be in the fund's interests.

Exceptions

Transactions initiated by Destiny Plans will not count toward the fund's roundtrip limits and are exempt from the fund's excessive trade monitoring policy.

The following transactions are exempt from the fund's excessive trading policy described above: (i) transactions of $1,000 or less, (ii) systematic withdrawal and/or contribution programs, (iii) mandatory retirement distributions, and (iv) transactions initiated by a plan sponsor or sponsors of certain employee benefit plans or other related accounts. In addition, the fund's excessive trading policy also does not apply to transactions initiated by the trustee or adviser to a donor-advised charitable gift fund, qualified fund of fund(s), or other strategy funds. A qualified fund of fund(s) is a mutual fund, qualified tuition program, or other strategy fund consisting of qualified plan assets that either applies the Fidelity fund's excessive trading policies to shareholders at the fund of fund(s) level, or demonstrates that the fund of fund(s) has an investment strategy coupled with policies designed to control frequent trading that are reasonably likely to be effective as determined by the Fidelity fund's Treasurer.

Omnibus Accounts

Omnibus accounts, in which shares are held in the name of an intermediary on behalf of multiple investors, are a common form of holding shares among retirement plans and financial intermediaries such as brokers, advisers, and third-party administrators. Individual trades in omnibus accounts are often not disclosed to the fund, making it difficult to determine whether a particular shareholder is engaging in excessive trading. Excessive trading in omnibus accounts is likely to go undetected by the fund and may increase costs to the fund and disrupt its portfolio management.

Under policies adopted by the Board of Trustees, intermediaries will be permitted to apply the fund's excessive trading policy (described above), or their own excessive trading policy if approved by FMR. In these cases, the fund will typically not request or receive individual account data but will rely on the intermediary to monitor trading activity in good faith in accordance with its or the fund's policies. Reliance on intermediaries increases the risk that excessive trading may go undetected. For other intermediaries, the fund will generally monitor trading activity at the omnibus account level to attempt to identify disruptive trades. The fund may request transaction information, as frequently as daily, from any intermediary at any time, and may apply the fund's policy to transactions that exceed thresholds established by the Board of Trustees. The fund may prohibit purchases of fund shares by an intermediary or by some or all of any intermediary's clients. There is no assurance that FMR will request data with sufficient frequency to detect or deter excessive trading in omnibus accounts effectively.

If you purchase or sell fund shares through a financial intermediary, you may wish to contact the intermediary to determine the policies applicable to your account.

Retirement Plans

For employer-sponsored retirement plans, only participant directed exchanges count toward the roundtrip limits. Employer-sponsored retirement plan participants whose activity triggers a purchase or exchange block will be permitted one trade every calendar quarter. In the event of a block, employer and participant contributions and loan repayments by the participant may still be invested in the fund.

Prospectus

Shareholder Information - continued

Qualified Wrap Programs

The fund will monitor aggregate trading activity of adviser transactions to attempt to identify excessive trading in qualified wrap programs, as defined below. Excessive trading by an adviser will lead to fund blocks and the wrap program will lose its qualified status. Adviser transactions will not be matched with client-directed transactions unless the wrap program ceases to be a qualified wrap program (but all client-directed transactions will be subject to the fund's excessive trading policy). A qualified wrap program is: (i) a program whose adviser certifies that it has investment discretion over $100 million or more in client assets invested in mutual funds at the time of the certification, (ii) a program in which the adviser directs transactions in the accounts participating in the program in concert with changes in a model portfolio, and (iii) managed by an adviser who agrees to give FMR sufficient information to permit FMR to identify the individual accounts in the wrap program.

Other Information about the Excessive Trading Policy

The fund reserves the right at any time to restrict purchases or exchanges or impose conditions that are more restrictive on excessive or disruptive trading than those stated in this prospectus. The fund's Treasurer is authorized to suspend the fund's policies during periods of severe market turbulence or national emergency. The fund reserves the right to modify its policies at any time without prior notice.

The fund does not knowingly accommodate frequent purchases and redemptions of fund shares by investors, except to the extent permitted by the policies described above.

As described in "Valuing Shares," the fund also uses fair value pricing to help reduce arbitrage opportunities available to short-term traders. There is no assurance that the fund's excessive trading policy will be effective, or will successfully detect or deter excessive or disruptive trading.

Buying Shares

The price to buy one share of Class A is its NAV. Class A shares are sold to the Destiny Plan without a sales charge.

Your shares will be bought at the NAV next calculated after your order is received in proper form.

The fund has authorized certain intermediaries to accept orders to buy shares on its behalf. When authorized intermediaries receive an order in proper form, the order is considered as being placed with the fund, and shares will be bought at the NAV next calculated after the order is received by the authorized intermediary. Orders by funds of funds for which FMR or an affiliate serves as investment manager will be treated as received by the fund at the same time that the corresponding orders are received in proper form by the funds of funds.

The fund may stop offering shares completely or may offer shares only on a limited basis, for a period of time or permanently.

Under applicable anti-money laundering regulations and other federal regulations, purchase orders may be suspended, restricted, or canceled and the monies may be withheld.

A Planholder who elects to hold fund shares directly after completing or terminating a Destiny Plan and wishes to make additional investments in Class A shares should call an investment professional or Fidelity at 1-877-208-0098 to receive the appropriate prospectus.

Selling Shares

The following discussion relates only to those investors who hold shares of the fund directly.

The price to sell one share of Class A is its NAV.

Your shares will be sold at the NAV next calculated after your order is received in proper form. Normally, redemptions will be processed by the next business day, but it may take up to seven days to pay the redemption proceeds if making immediate payment would adversely affect the fund.

It is the responsibility of your investment professional to transmit your order to sell shares to Fidelity before the close of business on the day you place your order.

The fund has authorized certain intermediaries to accept orders to sell shares on its behalf. When authorized intermediaries receive an order in proper form, the order is considered as being placed with the fund, and shares will be sold at the NAV next calculated after the order is received by the authorized intermediary. Orders by funds of funds for which FMR or an affiliate serves as investment manager will be treated as received by the fund at the same time that the corresponding orders are received in proper form by the funds of funds.

A signature guarantee is designed to protect you and Fidelity from fraud. Fidelity may require that your request be made in writing and include a signature guarantee in certain circumstances, such as:

• When you wish to sell more than $100,000 worth of shares;
• When the address on your account (record address) has changed within the last 15 days or you are requesting that a check be mailed to an address different than the record address;
• When you are requesting that redemption proceeds be paid to someone other than the account owner; or
• In certain situations when the redemption proceeds are being transferred to a Fidelity account with a different registration.

You should be able to obtain a signature guarantee from a bank, broker-dealer, credit union (if authorized under state law), securities exchange or association, clearing agency, or savings association. A notary public cannot provide a signature guarantee.

When you place an order to sell shares, note the following:

• Redemption proceeds (other than exchanges) may be delayed until money from prior purchases sufficient to cover your redemption has been received and collected.

Prospectus

• Redemptions may be suspended or payment dates postponed when the NYSE is closed (other than weekends or holidays), when trading on the NYSE is restricted, or as permitted by the SEC.
• Redemption proceeds may be paid in securities or other property rather than in cash if FMR determines it is in the best interests of the fund.
• You will not receive interest on amounts represented by uncashed redemption checks.
• Under applicable anti-money laundering regulations and other federal regulations, redemption requests may be suspended, restricted, canceled, or processed and the proceeds may be withheld.

Exchanging Shares

An exchange involves the redemption of all or a portion of the shares of one fund and the purchase of shares of another fund.

As a Class A shareholder, you have the privilege of exchanging Class A shares of the fund for the same class of shares of other Fidelity funds that offer Advisor classes of shares at NAV or for Daily Money Class shares of Treasury Fund, Prime Fund, or Tax-Exempt Fund. The exchange privilege is available only to those investors who hold shares of the fund directly.

Through your investment professional, you may also move between certain share classes of the same fund. For more information, see the statement of additional information (SAI) or consult your investment professional.

However, you should note the following policies and restrictions governing exchanges:

• The exchange limit may be modified for accounts held by certain institutional retirement plans to conform to plan exchange limits and Department of Labor regulations. See your retirement plan materials for further information.
• The fund may refuse any exchange purchase for any reason. For example, the fund may refuse exchange purchases by any person or group if, in FMR's judgment, the fund would be unable to invest the money effectively in accordance with its investment objective and policies, or would otherwise potentially be adversely affected.
• Before exchanging into a fund or class, read its prospectus.
• The fund or class you are exchanging into must be available for sale in your state.
• Exchanges may have tax consequences for you.
• If you are exchanging between accounts that are not registered in the same name, address, and taxpayer identification number (TIN), there may be additional requirements.
• Under applicable anti-money laundering regulations and other federal regulations, exchange requests may be suspended, restricted, canceled, or processed and the proceeds may be withheld.

The fund may terminate or modify exchange privileges in the future.

Other funds may have different exchange restrictions and minimums, and may impose redemption fees of up to 2.00% of the amount exchanged. Check each fund's prospectus for details.

Account Features and Policies

Features

The following shareholder services are applicable only to those investors who hold shares of the fund directly.

Wire: electronic money movement through the Federal Reserve wire system

• To transfer money between a bank account and your fund account.

Automatic Transactions: periodic (automatic) transactions

• To move money to the same class of a Fidelity fund that offers Advisor classes of shares.

• To set up periodic redemptions from your Class A account to you or to your bank checking account.

Policies

The following policies apply to you as a shareholder.

• Confirmation statements (after transactions affecting your fund balance except, to the extent applicable, reinvestment of distributions in the fund or another fund and certain transactions through automatic withdrawal programs).
• Monthly or quarterly account statements (detailing fund balances and all transactions completed during the prior month or quarter).

To reduce expenses, only one copy of most financial reports and prospectuses may be mailed, even if more than one person in a household holds shares of the fund. Call Fidelity at 1-877-208-0098 if you need additional copies of financial reports or prospectuses. If you do not want the mailing of these documents to be combined with those for other members of your household, call Fidelity at 1-877-208-0098.

You may initiate many transactions by telephone or electronically. Fidelity will not be responsible for any loss, cost, expense, or other liability resulting from unauthorized transactions if it follows reasonable security procedures designed to verify the identity of the investor. Fidelity will request personalized security codes or other information, and may also record calls. For transactions conducted through the Internet, Fidelity recommends the use of an Internet browser with 128-bit encryption. You should verify the accuracy of your confirmation statements upon receipt and notify Fidelity immediately of any discrepancies in your account activity. If you do not want the ability to sell and exchange by telephone, call Fidelity for instructions. Additional documentation may be required from corporations, associations, and certain fiduciaries.

Prospectus

Shareholder Information - continued

When you sign your account application, you will be asked to certify that your social security or taxpayer identification number (TIN) is correct and that you are not subject to backup withholding for failing to report income to the IRS. If you violate IRS regulations, the IRS can require the fund to withhold an amount subject to the applicable backup withholding rate from your taxable distributions and redemptions.

You may also be asked to provide additional information in order for Fidelity to verify your identity in accordance with requirements under anti-money laundering regulations. Accounts may be restricted and/or closed, and the monies withheld, pending verification of this information or as otherwise required under these and other federal regulations.

Fidelity may charge a fee for certain services, such as providing historical account documents.

Dividends and Capital Gain Distributions

The fund earns dividends, interest, and other income from its investments, and distributes this income (less expenses) to shareholders as dividends. The fund also realizes capital gains from its investments, and distributes these gains (less any losses) to shareholders as capital gain distributions.

The fund normally pays dividends and capital gain distributions in December.

Distribution Options

The following distribution options are applicable only to those investors who hold shares of the fund directly.

When you open an account, specify how you want to receive your distributions. The following distribution options are available for Class A:

1. Reinvestment Option. Your dividends and capital gain distributions will be automatically reinvested in additional Class A shares of the fund. If you do not indicate a choice, you will be assigned this option.

2. Income-Earned Option. Your capital gain distributions will be automatically reinvested in additional Class A shares of the fund. Your dividends will be paid in cash.

3. Cash Option. Your dividends and capital gain distributions will be paid in cash.

Not all distribution options are available for every account. If you want to change your current option, contact your investment professional directly or call Fidelity.

If you elect to receive distributions paid in cash by check and the U.S. Postal Service does not deliver your checks, your distribution option may be converted to the Reinvestment Option. You will not receive interest on amounts represented by uncashed distribution checks.

Tax Consequences

As with any investment, your investment in the fund could have tax consequences for you. If you are not investing through a tax-advantaged retirement account, you should consider these tax consequences.

Taxes on distributions. Distributions you receive from the fund are subject to federal income tax, and may also be subject to state or local taxes.

For federal tax purposes, certain of the fund's distributions, including dividends and distributions of short-term capital gains, are taxable to you as ordinary income, while certain of the fund's distributions, including distributions of long-term capital gains, are taxable to you generally as capital gains. A percentage of certain distributions of dividends may qualify for taxation at long-term capital gains rates (provided certain holding period requirements are met).

If you buy shares when a fund has realized but not yet distributed income or capital gains, you will be "buying a dividend" by paying the full price for the shares and then receiving a portion of the price back in the form of a taxable distribution.

Any taxable distributions you receive from the fund will normally be taxable to you when you receive them, regardless of your distribution option.

Taxes on transactions. Your redemptions, including exchanges, may result in a capital gain or loss for federal tax purposes. A capital gain or loss on your investment in the fund generally is the difference between the cost of your shares and the price you receive when you sell them.

Prospectus

Fund Services

Fund Management

The fund is a mutual fund, an investment that pools shareholders' money and invests it toward a specified goal.

FMR is the fund's manager. The address of FMR and its affiliates, unless otherwise indicated below, is 82 Devonshire Street, Boston, Massachusetts 02109.

As of December 31, 2011, FMR had approximately $1.0 billion in discretionary assets under management.

As the manager, FMR has overall responsibility for directing the fund's investments and handling its business affairs.

FMRC serves as a sub-adviser for the fund. FMRC has day-to-day responsibility for choosing investments for the fund.

FMRC is an affiliate of FMR. As of December 31, 2011, FMRC had approximately $606.9 billion in discretionary assets under management.

Other investment advisers assist FMR with foreign investments:

• Fidelity Management & Research (U.K.) Inc. (FMR U.K.), at 10 Paternoster Square, 4th Floor, London, EC4M 7LS, United Kingdom, serves as a sub-adviser for the fund. As of December 31, 2011, FMR U.K. had approximately $13.4 billion in discretionary assets under management. FMR U.K. may provide investment research and advice on issuers based outside the United States and may also provide investment advisory services for the fund. FMR U.K. is an affiliate of FMR.
• Fidelity Management & Research (Hong Kong) Limited (FMR H.K.), at Floor 19, 41 Connaught Road Central, Hong Kong, serves as a sub-adviser for the fund. As of December 31, 2011, FMR H.K. had approximately $7.1 billion in discretionary assets under management. FMR H.K. may provide investment research and advice on issuers based outside the United States and may also provide investment advisory services for the fund. FMR H.K. is an affiliate of FMR.
• Fidelity Management & Research (Japan) Inc. (FMR Japan), at Kamiyacho Prime Place, 1-17, Toranomon-4-Chome, Minato-ku, Tokyo, Japan, serves as a sub-adviser for the fund. FMR Japan was organized in 2008 to provide investment research and advice on issuers based outside the United States. FMR Japan may provide investment research and advice on issuers based outside the United States and may also provide investment advisory services for the fund. FMR Japan is an affiliate of FMR.

James Morrow is portfolio manager of the fund, which he has managed since November 2006. He also manages other funds. Since joining Fidelity Investments in 1999, Mr. Morrow has worked as a research analyst and portfolio manager.

The SAI provides additional information about the compensation of, any other accounts managed by, and any fund shares held by Mr. Morrow.

From time to time a manager, analyst, or other Fidelity employee may express views regarding a particular company, security, industry, or market sector. The views expressed by any such person are the views of only that individual as of the time expressed 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.

The fund pays a management fee to FMR. The management fee is calculated and paid to FMR every month. The fee is calculated by adding a group fee rate to an individual fund fee rate, dividing by twelve, and multiplying the result by the fund's average net assets throughout the month.

The group fee rate is based on the average net assets of all the mutual funds advised by FMR. This rate cannot rise above 0.52%, and it drops as total assets under management increase.

For September 2012, the group fee rate was 0.26%. The individual fund fee rate is 0.17%.

The total management fee for the fiscal year ended September 30, 2012, was 0.43% of the fund's average net assets. Because the fund's management fee rate may fluctuate, the fund's management fee may be higher or lower in the future.

FMR pays FMRC, FMR U.K., FMR H.K., and FMR Japan for providing sub-advisory services.

The basis for the Board of Trustees approving the management contract and sub-advisory agreements for the fund is available in the fund's annual report for the fiscal period ended September 30, 2012.

FMR may, from time to time, agree to reimburse a class for, or waive, management fees and other expenses above a specified limit. FMR retains the ability to be repaid by a class if expenses fall below the specified limit prior to the end of the fiscal year.

Reimbursement or waiver arrangements can decrease expenses and boost performance.

Fund Distribution

The fund is composed of multiple classes of shares. All classes of the fund have a common investment objective and investment portfolio.

FDC distributes Class A shares.

Intermediaries, including banks, broker-dealers, and other service-providers (who may be affiliated with FMR or FDC), may receive from FMR, FDC, and/or their affiliates compensation for their services intended to result in the sale of class shares. This compensation may take the form of:

• distribution and/or service (12b-1) fees
• payments for additional distribution-related activities and/or shareholder services
• payments for educational seminars and training, including seminars sponsored by FMR or an affiliate, or by an intermediary

Prospectus

These payments are described in more detail in this section and in the SAI.

Class A has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 (1940 Act). Under the plan, Class A is authorized to pay FDC a monthly 12b-1 (distribution) fee as compensation for providing services intended to result in the sale of Class A shares. Class A may pay this 12b-1 (distribution) fee at an annual rate of 0.50% of its average net assets, or such lesser amount as the Trustees may determine from time to time. Currently, the Trustees have not approved such payments. The Trustees may approve 12b-1 (distribution) fee payments at an annual rate of up to 0.50% of Class A's average net assets when the Trustees believe that it is in the best interests of Class A shareholders to do so.

In addition, pursuant to the Class A plan, Class A pays FDC a monthly 12b-1 (service) fee at an annual rate of 0.25% of Class A's average net assets throughout the month for providing shareholder support services.

Except as provided below, FDC may reallow up to the full amount of this 12b-1 (service) fee to intermediaries (such as banks, broker-dealers, and other service-providers), including its affiliates, for providing shareholder support services. For purchases of Class A shares on which a finder's fee was paid to intermediaries, after the first year of investment, FDC may reallow up to the full amount of the 12b-1 (service) fee paid by such shares to intermediaries, including its affiliates, for providing shareholder support services.

Any fees paid out of the class's assets on an ongoing basis pursuant to the Distribution and Service Plan will increase the cost of your investment and may cost you more than paying other types of sales charges.

In addition to the above payments, the Class A plan specifically recognizes that FMR may make payments from its management fee revenue, past profits, or other resources to FDC for expenses incurred in connection with providing services intended to result in the sale of Class A shares and/or shareholder support services. FMR, directly or through FDC or one or more affiliates, may pay significant amounts to intermediaries that provide those services. Currently, the Board of Trustees of the fund has authorized such payments for Class A. Please speak with your investment professional to learn more about any payments his or her firm may receive from FMR, FDC, and/or their affiliates, as well as fees and/or commissions the investment professional charges. You should also consult disclosures made by your investment professional at the time of purchase.

No dealer, sales representative, or any other person has been authorized to give any information or to make any representations, other than those contained in this prospectus and in the related SAI, in connection with the offer contained in this prospectus. If given or made, such other information or representations must not be relied upon as having been authorized by the fund or FDC. This prospectus and the related SAI do not constitute an offer by the fund or by FDC to sell shares of the fund to or to buy shares of the fund from any person to whom it is unlawful to make such offer.

Prospectus

Appendix

Financial Highlights

The financial highlights table is intended to help you understand Class A's financial history for the past 5 years. Certain information reflects financial results for a single class share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the class (assuming reinvestment of all dividends and distributions). This information has been audited by Deloitte & Touche LLP, independent registered public accounting firm, whose report, along with the fund's financial highlights and financial statements, is included in the fund's annual report. A free copy of the annual report is available upon request.

Selected Per-Share Data and Ratios

Years ended September 30,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 13.07	$ 13.28	$ 12.09	$ 11.80	$ 17.07
Income from Investment Operations
Net investment income (loss) D	.19	.13	.10	.08	.13
Net realized and unrealized gain (loss)	4.10	(.20)	1.19	.30	(5.29)
Total from investment operations	4.29	(.07)	1.29	.38	(5.16)
Distributions from net investment income	(.15)	(.10)	(.09)	(.09)	(.11)
Distributions from net realized gain	(.03)	(.04)	(.01)	-	-
Total distributions	(.18)	(.14)	(.10)	(.09)	(.11)
Net asset value, end of period	$ 17.18	$ 13.07	$ 13.28	$ 12.09	$ 11.80
Total Return A, B, C	33.06%	(.62)%	10.70%	3.59%	(30.42)%
Ratios to Average Net Assets E, G
Expenses before reductions	.84%	.86%	.88%	.95%	.92%
Expenses net of fee waivers, if any	.84%	.86%	.88%	.95%	.92%
Expenses net of all reductions	.84%	.85%	.87%	.93%	.91%
Net investment income (loss)	1.20%	.85%	.82%	.90%	.87%
Supplemental Data
Net assets, end of period (000 omitted)	$ 127,100	$ 98,808	$ 110,672	$ 129,758	$ 124,522
Portfolio turnover rate F	40%	76%	102%	162%	121%

^A Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans.

^B Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

^C Total returns do not include the effect of the sales charges.

^D Calculated based on average shares outstanding during the period.

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

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

^G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

Prospectus

Additional Information about the Index

S&P 500^® Index is a market capitalization-weighted index of 500 common stocks chosen for market size, liquidity, and industry group representation to represent U.S. equity performance.

Prospectus

IMPORTANT INFORMATION ABOUT OPENING A NEW ACCOUNT

To help the government fight the funding of terrorism and money laundering activities, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT ACT), requires all financial institutions to obtain, verify, and record information that identifies each person or entity that opens an account.

For individual investors opening an account: When you open an account, you will be asked for your name, address, date of birth, and other information that will allow Fidelity to identify you. You may also be asked to provide documents that may help to establish your identity, such as your driver's license.

For investors other than individuals: When you open an account, you will be asked for the name of the entity, its principal place of business and taxpayer identification number (TIN) and may be requested to provide information on persons with authority or control over the account such as name, residential address, date of birth and social security number. You may also be asked to provide documents, such as drivers' licenses, articles of incorporation, trust instruments or partnership agreements and other information that will help Fidelity identify the entity.

You can obtain additional information about the fund. A description of the fund's policies and procedures for disclosing its holdings is available in its SAI and on Fidelity's web sites. The SAI also includes more detailed information about the fund and its investments. The SAI is incorporated herein by reference (legally forms a part of the prospectus). The fund's annual and semi-annual reports also include additional information. The fund's annual report includes a discussion of the fund's holdings and recent market conditions and the fund's investment strategies that affected performance.

For a free copy of any of these documents or to request other information or ask questions about the fund, call Fidelity at 1-877-208-0098. In addition, you may visit Fidelity's web site at www.advisor.fidelity.com for a free copy of a prospectus, SAI, or annual or semi-annual report or to request other information.

The SAI, the fund's annual and semi-annual reports and other related materials are available from the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) Database on the SEC's web site (http://www.sec.gov). You can obtain copies of this information, after paying a duplicating fee, by sending a request by e-mail to publicinfo@sec.gov or by writing the Public Reference Section of the SEC, Washington, D.C. 20549-1520. You can also review and copy information about the fund, including the fund's SAI, at the SEC's Public Reference Room in Washington, D.C. Call 1-202-551-8090 for information on the operation of the SEC's Public Reference Room.

Investment Company Act of 1940, File Number, 811-01796

FDC is a member of the Securities Investor Protection Corporation (SIPC). You may obtain information about SIPC, including the SIPC brochure, by visiting www.sipc.org or calling SIPC at 202-371-8300.

Destiny, Fidelity, Fidelity Advisor, and Fidelity Investments & Pyramid Design are registered service marks of FMR LLC. © 2012 FMR LLC. All rights reserved.

The third-party marks appearing above are the marks of their respective owners.

1.792231.109 DESIN-PRO-1112

Effective October 27, 2006, the Military Personnel Financial Services Protection Act (the "Act") prohibits the issuance or sale of new periodic payment plans, such as the Destiny Plans. The Act does not alter, invalidate, or otherwise affect any rights or obligations, including rights of redemption, of existing Planholders.

FIDELITY SYSTEMATIC INVESTMENT PLANS:
Destiny Plans II: N

The Destiny Plans are systematic investment plans that allow you to build equity over a period of years by investing regularly each month in mutual fund shares. This prospectus describes Destiny Plans II: N (the "Plan"). You may make fixed monthly investments in a Plan for a term of either 10 or 15 years. You may continue to make investments for as long as 30 years. You may invest in one of several monthly investment plan amounts for as little as $50 per month. Investments in your Plan are applied to the purchase of Class A shares of one of the Fidelity Destiny Portfolios. Destiny Plans II: N purchases Class A shares of Fidelity Advisor Capital Development Fund (the "Fund").

The Plan deducts Creation and Sales Charges equal to as much as 50% of each of your first twelve monthly investments. On 10 year Plans, the Creation and Sales Charges range from 5.00% on $6,000 Plans ($50 a month) to 1.50% on $1,200,000 Plans ($10,000 a month) of the total amount invested. On 15 year Plans, the Creation and Sales Charges range from 3.33% on $9,000 Plans ($50 a month) to 1.00% on $1,800,000 Plans ($10,000 a month) of the total amount invested.

The Creation and Sales Charges are deducted from your Plan investments, and the balance is invested in Class A shares of the Fund. Class A shares of the Fund are subject to certain annual expenses, including management fees and 12b-1 fees. The Creation and Sales Charges and the other fees and expenses that either you or your Plan will pay are described in the "Fees and Expenses" section beginning on page (Click Here).

YOUR PLAN AND YOUR PLAN'S INVESTMENT IN FUND SHARES IS INTENDED TO BE A LONG-TERM INVESTMENT. YOU SHOULD NOT PURCHASE A PLAN IF YOU ARE SEEKING QUICK PROFITS OR IF YOU MIGHT BE UNABLE TO COMPLETE THE PLAN. If you terminate or withdraw from your Plan in the early years of your Plan, you may incur a loss because the full amount of the entire Creation and Sales Charges are deducted from your first twelve investments. Your Plan does not eliminate the risk involved in the ownership of individual securities and your Plan's value will increase or decrease over time as the result of increases or decreases in the prices of securities owned by the Fund. You will incur a loss if you terminate your Plan at a time when the value of your Plan's shares is less than their cost. Advance payment of any of your monthly investments increases the possibility that a loss may result from early termination. You have the right to a refund of the current value of your investment in Class A shares and the full amount of the Creation and Sales Charges you have paid within 45 days after the date of the mailing of a written notice from the custodian. You also have a right to a refund of some or all of your Plan investment within 18 months of the purchase of a Plan. These rights are subject to the conditions described in the "Your Cancellation and Refund Rights" section on page (Click Here). You do not have to purchase a Plan to make monthly investments in mutual funds, including the Fund. Other mutual funds managed by the Fund's investment adviser have investment objectives similar in many respects to those of the Fund. Your investment in shares of these other funds would be subject to charges that may differ from, and in some cases be less than, those which apply to an investment in the Plan.

Plans established while this Prospectus is effective are governed by the terms of this Prospectus, including all the rules, rights, privileges and benefits it describes. THEREFORE IT IS IMPORTANT THAT YOU READ THIS PROSPECTUS AND RETAIN IT FOR FUTURE REFERENCE. No salesman, dealer, or other person is authorized by Fidelity Distributors Corporation (the "Sponsor"), Fidelity Systematic Investment Plans, or Fidelity Destiny Portfolios to give any information or make any representation that is not contained in either the Prospectus of the Plans, the Prospectus of Fidelity Destiny Portfolios, or in other printed or written material issued by the Sponsor, the Plans, or Fidelity Destiny Portfolios.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS AGAINST THE LAW. THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE CURRENT PROSPECTUS FOR FIDELITY DESTINY PORTFOLIOS.

[This Page Intentionally Left Blank]

TABLE OF CONTENTS

			Page
Fidelity Systematic Investment Plans			1
Table of Contents			(Click Here)
How the Fidelity Destiny Plans Can Help You Meet Your Objectives			(Click Here)
Investment Objective of the Fund			(Click Here)
Fees and Expenses			(Click Here)
	1.	Creation and Sales Charges	(Click Here)
	2.	Account Fees	(Click Here)
Keeping Your Plan Current			(Click Here)
Dollar-Cost Averaging and Diversification			(Click Here)
Plan Features			(Click Here)
	1.	Automatic Investment Program and Government Allotments	(Click Here)
	2.	Rights of Accumulation	(Click Here)
	3.	Distributions	(Click Here)
	4.	Federal Voluntary Income Tax Withholding	(Click Here)
	5.	Your Voting Rights	(Click Here)
	6.	Making Advance Investments	(Click Here)
	7.	Changing the Face Amount of Your Plan	(Click Here)
	8.	Extended Investment Option	(Click Here)
	9.	Partial Redemption of Your Plan Shares	(Click Here)
	10.	Systematic Withdrawal Program	(Click Here)
	11.	Transferring or Assigning Your Rights in a Plan	(Click Here)
	12.	Transfer of Broker	(Click Here)
	13.	Your Cancellation and Refund Rights	(Click Here)
	14.	Terminating Your Plan	(Click Here)
	15.	Completed Plans and Exchanges	(Click Here)
	16.	Plan Reinstatement	(Click Here)
	17.	Taxes	(Click Here)
	18.	Termination of Your Plan by the Sponsor or Custodian	(Click Here)
Substitution of the Underlying Investment			(Click Here)
General			(Click Here)
The Custodian			(Click Here)
The Sponsor			(Click Here)
Illustrations of Hypothetical Destiny Plans			(Click Here)
Glossary			(Click Here)
Financial Statements			27
Fidelity Destiny Portfolios Prospectus			P-1

HOW THE FIDELITY DESTINY PLANS CAN HELP YOU MEET YOUR OBJECTIVES

Many people who want to build an investment portfolio find it difficult to save the money necessary to make periodic stock purchases. The Destiny Plans are designed to help. The Plans make it possible for you to build equity over a period of years by investing a modest sum each month in shares of the Destiny Portfolios.

The Destiny Portfolios are mutual funds, the value of the shares of which are subject to fluctuations in the values of their underlying securities. A Plan calls for monthly investments at regular intervals regardless of the value of the Fund's shares. A Plan offers no assurance against loss in a declining market and does not eliminate the risk inherent in the ownership of any security. Terminating the Plan at a time when the value of the Fund shares you own is less than their cost will result in a loss. You should therefore consider your financial ability to continue and complete a Plan.

Before opening a Plan you should also consider the following:

1. A Plan represents an agreement among Fidelity Distributors Corporation (the "Sponsor"), State Street Bank and Trust Company (the "Custodian"), and you (the "Planholder") under which amounts invested, after deduction of the Creation and Sales Charges, are used to purchase shares of the Fund at net asset value.

2. Investments made through the Plan will not result in direct ownership of shares of the Fund, but rather will represent an interest in a series of a unit investment trust, which will have direct ownership of Class A shares of the Fund. You will have a beneficial interest in the underlying Fund's shares.

3. The Plan charges Creation and Sales Charges, sometimes called a "front-end load". If you were to terminate your Plan between 45 days after the date of the mailing of a written notice from the Custodian and 18 months after you start your Plan, the amount of Creation and Sales Charges that would not be refunded to you could be as much as 15% of your total investments made up to the time you terminate your Plan. If you terminate your Plan after 18 months, the amount of Creation and Sales Charges that would not be refunded to you could be as much as 33.33% of your total investments, assuming all your monthly investments were made. If you do not make all your monthly investments, the amount of Creation and Sales Charges that would not be refunded to you could be as much as 50% of your total investments. However, if you complete a 15 year Plan, the maximum Creation and Sales Charge would be no higher than 3.33% of your total investments. Accordingly, a Plan would not be suitable as a short-term investment. See "Fees and Expenses" on page 7.

INVESTMENT OBJECTIVE OF THE FUND

Fidelity Destiny Portfolios is an open-end management investment company, consisting of two separate portfolios, Fidelity Advisor Diversified Stock Fund and the Fund. The Fund is a diversified mutual fund, an investment vehicle that pools shareholders' money and invests it in a number of different securities. The Fund's objective is to seek capital growth.

The Fund's investments are managed by Fidelity Management & Research Company ("FMR"). FMR's principal investment strategies include:

Normally investing primarily in common stocks.

Investing in domestic and foreign issuers.

Investing in either "growth" stocks or "value" stocks or both.

Using fundamental analysis of each issuer's financial condition and industry position and market and economic conditions to select investments.

The Fund's investment objective and principal investment strategies and risks are described in the accompanying Fidelity Destiny Portfolios prospectus, which begins on page P-1.

For more information about the business experience of FMR, see "Fund Management" on page P-12 of the Fund's prospectus.

FEES AND EXPENSES

Your Plan pays two kinds of fees: Creation and Sales Charges and Account Fees. Each of these fees is described in more detail below.

Your Plan also indirectly pays the fees and charges imposed on Class A shares of the Fund, including management fees, 12b-1 fees and other expenses. Your Plan indirectly pays these fees because it invests in Class A shares of the Fund. For more information about the fees payable by the Fund, see "Fee Table" on page P-3 of the Fund's prospectus.

1. Creation and Sales Charges

You will pay Creation and Sales Charges equal to as much as 50% of your first twelve investments in your Plan. When you have completed a 10 year Plan (120 monthly investments), the Creation and Sales Charges you paid on your first twelve investments will amount to as much as 5.00% of your total Plan investments, assuming that you invest in a Plan with the smallest monthly investment of $50 a month ($6,000 Face Amount). The Creation and Sales Charges on the largest 10 year plan size, $10,000 a month ($1,200,000 Face Amount), amount to 1.5% of your total Plan investments.

When you have completed a 15 year Plan (180 monthly investments), the Creation and Sales Charges you paid on your first twelve investments will amount to as much as 3.33% of your total Plan investments, assuming a monthly investment amount of $50 a month ($9,000 Face Amount). The Creation and Sales Charges on the largest 15 year plan size, $10,000 a month ($1,800,000 Face Amount), amount to 1.00% of your total Plan investments.

You have certain cancellation and refund rights. However, these rights are limited, and early termination of your Plan or your inability to complete your Plan may result in your having paid Creation and Sales Charges that represent a substantial percentage of your total investments in your Plan. For example, if you terminate your Plan between 45 days after the date of the mailing of a written notice from the Custodian and 18 months after you start your Plan, the Creation and Sales Charges that would not be refunded to you could be as much as 15% of your total investments made up to the time you terminate your Plan. If you terminate your Plan after 18 months, the Creation and Sales Charges that would not be refunded to you could be as much as 33.33% of your total investments made, assuming all your monthly investments were made. If you do not make all your monthly investments, the amount of Creation and Sales Charges that would not be refunded to you could be as much as 50% of your total investments. See "Your Cancellation and Refund Rights" on page 17.

The following tables illustrate the effect of the Creation and Sales Charges on Plans with different monthly investment amounts and different Plan lengths.

CREATION AND SALES CHARGES
10 Year Plans
(120 investments)

Monthly Investment	Total Face Amount of Plan	Creation and Sales Charges per first 12 Investments	Total Creation and Sales Charges	Percentage of Total Investment in Plan*	Percentage of Net Investment in Plan*
$ 50.00	$ 6,000.00	$ 25.00	$ 300.00	5.00%	5.26%
75.00	9,000.00	37.50	450.00	5.00	5.26
100.00	12,000.00	50.00	600.00	5.00	5.26
125.00	15,000.00	62.50	750.00	5.00	5.26
150.00	18,000.00	75.00	900.00	5.00	5.26
166.66	19,999.20	83.33	999.96	5.00	5.26
200.00	24,000.00	100.00	1,200.00	5.00	5.26
250.00	30,000.00	125.00	1,500.00	5.00	5.26
291.66	34,999.20	145.83	1,749.96	5.00	5.26
300.00	36,000.00	150.00	1,800.00	5.00	5.26
333.33	39,999.60	166.67	1,999.98	5.00	5.26
350.00	42,000.00	175.00	2,100.00	5.00	5.26
375.00	45,000.00	187.50	2,250.00	5.00	5.26
400.00	48,000.00	200.00	2,400.00	5.00	5.26
416.66	49,999.20	208.33	2,499.96	5.00	5.26
450.00	54,000.00	225.00	2,700.00	5.00	5.26
500.00	60,000.00	250.00	3,000.00	5.00	5.26
600.00	72,000.00	300.00	3,600.00	5.00	5.26
700.00	84,000.00	350.00	4,200.00	5.00	5.26
800.00	96,000.00	400.00	4,800.00	5.00	5.26
900.00	108,000.00	450.00	5,400.00	5.00	5.26
1,000.00	120,000.00	500.00	6,000.00	5.00	5.26
1,250.00	150,000.00	625.00	7,500.00	5.00	5.26
1,500.00	180,000.00	675.00	8,100.00	4.50	4.71
1,750.00	210,000.00	700.00	8,400.00	4.00	4.17
2,000.00	240,000.00	750.00	9,000.00	3.75	3.90
2,500.00	300,000.00	812.50	9,750.00	3.25	3.36
5,000.00	600,000.00	1,250.00	15,000.00	2.50	2.56
10,000.00	1,200,000.00	1,500.00	18,000.00	1.50	1.52

* Assumes completion of your Plan. "Investment" means only your monthly Plan investments and does not include any reinvestment of capital gain or dividend distributions.

CREATION AND SALES CHARGES
15 Year Plans
(180 investments)

Monthly Investment	Total Face Amount of Plan	Creation and Sales Charges per first 12 Investments	Total Creation and Sales Charges	Percentage of Total Investment in Plan*	Percentage of Net Investment in Plan*
$ 50.00	$ 9,000.00	$ 25.00	$ 300.00	3.33%	3.45%
75.00	13,500.00	37.50	450.00	3.33	3.45
100.00	18,000.00	50.00	600.00	3.33	3.45
125.00	22,500.00	62.50	750.00	3.33	3.45
150.00	27,000.00	75.00	900.00	3.33	3.45
166.66	29,998.80	83.33	999.96	3.33	3.45
200.00	36,000.00	100.00	1,200.00	3.33	3.45
250.00	45,000.00	125.00	1,500.00	3.33	3.45
291.66	52,498.80	145.83	1,749.96	3.33	3.45
300.00	54,000.00	150.00	1,800.00	3.33	3.45
333.33	59,999.40	166.67	1,999.98	3.33	3.45
350.00	63,000.00	175.00	2,100.00	3.33	3.45
375.00	67,500.00	187.50	2,250.00	3.33	3.45
400.00	72,000.00	200.00	2,400.00	3.33	3.45
416.66	74,998.80	208.33	2,499.96	3.33	3.45
450.00	81,000.00	225.00	2,700.00	3.33	3.45
500.00	90,000.00	250.00	3,000.00	3.33	3.45
600.00	108,000.00	300.00	3,600.00	3.33	3.45
700.00	126,000.00	350.00	4,200.00	3.33	3.45
800.00	144,000.00	400.00	4,800.00	3.33	3.45
900.00	162,000.00	450.00	5,400.00	3.33	3.45
1,000.00	180,000.00	500.00	6,000.00	3.33	3.45
1,250.00	225,000.00	625.00	7,500.00	3.33	3.45
1,500.00	270,000.00	675.00	8,100.00	3.00	3.09
1,750.00	315,000.00	700.00	8,400.00	2.67	2.74
2,000.00	360,000.00	750.00	9,000.00	2.50	2.56
2,500.00	450,000.00	812.50	9,750.00	2.17	2.21
5,000.00	900,000.00	1,250.00	15,000.00	1.67	1.69
10,000.00	1,800,000.00	1,500.00	18,000.00	1.00	1.01

* Assumes completion of your Plan. "Investment" means only your monthly Plan investments and does not include any reinvestment of capital gain or dividend distributions.

CREATION AND SALES CHARGES
EXTENDED INVESTMENT OPTION*
25 Year Plans
(300 investments)

Monthly Investment	Total Face Amount of Plan	Creation and Sales Charges per first 12 Investments	Total Creation and Sales Charges	Percentage of Total Investment in Plan**	Percentage of Net Investment in Plan**
$ 50.00	$ 15,000.00	$ 25.00	$ 300.00	2.00%	2.04%
75.00	22,500.00	37.50	450.00	2.00	2.04
100.00	30,000.00	50.00	600.00	2.00	2.04
125.00	37,500.00	62.50	750.00	2.00	2.04
150.00	45,000.00	75.00	900.00	2.00	2.04
166.66	49,998.00	83.33	999.96	2.00	2.04
200.00	60,000.00	100.00	1,200.00	2.00	2.04
250.00	75,000.00	125.00	1,500.00	2.00	2.04
291.66	87,498.00	145.83	1,749.96	2.00	2.04
300.00	90,000.00	150.00	1,800.00	2.00	2.04
333.33	99,999.00	166.67	1,999.98	2.00	2.04
350.00	105,000.00	175.00	2,100.00	2.00	2.04
375.00	112,500.00	187.50	2,250.00	2.00	2.04
400.00	120,000.00	200.00	2,400.00	2.00	2.04
416.66	124,998.00	208.33	2,499.96	2.00	2.04
450.00	135,000.00	225.00	2,700.00	2.00	2.04
500.00	150,000.00	250.00	3,000.00	2.00	2.04
600.00	180,000.00	300.00	3,600.00	2.00	2.04
700.00	210,000.00	350.00	4,200.00	2.00	2.04
800.00	240,000.00	400.00	4,800.00	2.00	2.04
900.00	270,000.00	450.00	5,400.00	2.00	2.04
1,000.00	300,000.00	500.00	6,000.00	2.00	2.04
1,250.00	375,000.00	625.00	7,500.00	2.00	2.04
1,500.00	450,000.00	675.00	8,100.00	1.80	1.83
1,750.00	525,000.00	700.00	8,400.00	1.60	1.63
2,000.00	600,000.00	750.00	9,000.00	1.50	1.52
2,500.00	750,000.00	812.50	9,750.00	1.30	1.32
5,000.00	1,500,000.00	1,250.00	15,000.00	1.00	1.01
10,000.00	3,000,000.00	1,500.00	18,000.00	0.60	0.60

* For a description of the Extended Investment Option, see page 15.

** Assumes completion of your Plan. "Investment" means only your monthly Plan investments and does not include any reinvestment of capital gain or dividend distributions.

CREATION AND SALES CHARGES
EXTENDED INVESTMENT OPTION*
30 Year Plans
(360 investments)

Monthly Investment	Total Face Amount of Plan	Creation and Sales Charges per first 12 Investments	Total Creation and Sales Charges	Percentage of Total Investment in Plan**	Percentage of Net Investment in Plan**
$ 50.00	$ 18,000.00	$ 25.00	$ 300.00	1.67%	1.69%
75.00	27,000.00	37.50	450.00	1.67	1.69
100.00	36,000.00	50.00	600.00	1.67	1.69
125.00	45,000.00	62.50	750.00	1.67	1.69
150.00	54,000.00	75.00	900.00	1.67	1.69
166.66	59,997.60	83.33	999.96	1.67	1.69
200.00	72,000.00	100.00	1,200.00	1.67	1.69
250.00	90,000.00	125.00	1,500.00	1.67	1.69
291.66	104,997.60	145.83	1,749.96	1.67	1.69
300.00	108,000.00	150.00	1,800.00	1.67	1.69
333.33	119,880.00	166.67	1,999.98	1.67	1.69
350.00	126,000.00	175.00	2,100.00	1.67	1.69
375.00	135,000.00	187.50	2,250.00	1.67	1.69
400.00	144,000.00	200.00	2,400.00	1.67	1.69
416.66	149,997.60	208.33	2,499.96	1.67	1.69
450.00	162,000.00	225.00	2,700.00	1.67	1.69
500.00	180,000.00	250.00	3,000.00	1.67	1.69
600.00	216,000.00	300.00	3,600.00	1.67	1.69
700.00	252,000.00	350.00	4,200.00	1.67	1.69
800.00	288,000.00	400.00	4,800.00	1.67	1.69
900.00	324,000.00	450.00	5,400.00	1.67	1.69
1,000.00	360,000.00	500.00	6,000.00	1.67	1.69
1,250.00	450,000.00	625.00	7,500.00	1.67	1.69
1,500.00	540,000.00	675.00	8,100.00	1.50	1.52
1,750.00	630,000.00	700.00	8,400.00	1.33	1.35
2,000.00	720,000.00	750.00	9,000.00	1.25	1.27
2,500.00	900,000.00	812.50	9,750.00	1.08	1.10
5,000.00	1,800,000.00	1,250.00	15,000.00	0.83	0.84
10,000.00	3,600,000.00	1,500.00	18,000.00	0.50	0.50

* For a description of the Extended Investment Option, see page 15.

** Assumes completion of your Plan. "Investment" means only your monthly Plan investments and does not include any reinvestment of capital gain or dividend distributions.

ILLUSTRATION OF A $50 MONTHLY INVESTMENT IN A PLAN
(Assumes that all investments are made in accordance with the terms of the Plan)

	At the End of Your Plan*		At the End of 6 Months (6 Investments)		At the End of 1 Year (12 Investments)		At the End of 2 Years (24 Investments)
	Amount	% of Total Investments**	Amount	% of Total Investments**	Amount	% of Total Investments**	Amount	% of Total Investments**
10 YEARS (120 INVESTMENTS)
Total Investments	$ 6,000.00	100.00%	$ 300.00	100.00%	$ 600.00	100.00%	$ 1,200.00	100.00%
Less: Creation and Sales Charges	300.00	5.00	150.00	50.00	300.00	50.00	300.00	25.00
Net Amount Invested in Plan	5,700.00	95.00	150.00	50.00	300.00	50.00	900.00	75.00
15 YEARS (180 INVESTMENTS)
Total Investments	$ 9,000.00	100.00%	$ 300.00	100.00%	$ 600.00	100.00%	$ 1,200.00	100.00%
Less: Creation and Sales Charges	300.00	3.33	150.00	50.00	300.00	50.00	300.00	25.00
Net Amount Invested in Plan	8,700.00	96.67	150.00	50.00	300.00	50.00	900.00	75.00
25 YEARS (300 INVESTMENTS)***
Total Investments	$ 15,000.00	100.00%	$ 300.00	100.00%	$ 600.00	100.00%	$ 1,200.00	100.00%
Less: Creation and Sales Charges	300.00	2.00	150.00	50.00	300.00	50.00	300.00	25.00
Net Amount Invested in Plan	14,700.00	98.00	150.00	50.00	300.00	50.00	900.00	75.00
30 YEARS (360 INVESTMENTS)***
Total Investments	$ 18,000.00	100.00%	$ 300.00	100.00%	$ 600.00	100.00%	$ 1,200.00	100.00%
Less: Creation and Sales Charges	300.00	1.67	150.00	50.00	300.00	50.00	300.00	25.00
Net Amount Invested in Plan	17,700.00	98.33	150.00	50.00	300.00	50.00	900.00	75.00

* Assumes completion of your Plan.

** "Investments" means only your monthly Plan investments and does not include any re-investment of capital gain or dividend distributions.

*** The 25-year (300 investments) and 30-year (360 investments) schedules reflect the charges applicable to a 15 year Plan which is continued under the Extended Investment Option. For a description of the Extended Investment Option, see page 15.

The amounts shown in the table above do not reflect any of the Account Fees described below. For example, you will not incur a Termination Fee if you do not terminate your Plan prior to completion.

2. Account Fees

You may also pay additional Account Fees to the Custodian for certain services provided by the Custodian or its affiliated bookkeeping and administrative service agent, Boston Financial. See "The Custodian" on page 22. These additional Account Fees are described below.

Completed Plan Fee: An annual fee will be charged if you have completed your Plan but have elected not to hold Class A shares of the Fund directly. See "Completed Plans and Exchanges" on page 18.

Inactive Account Fee: An annual $12 fee will also be charged to your Plan account if you have not completed your Plan and your Plan is not current. See "Keeping Your Plan Current" on page 13.

Termination Fee: A fee of $2.50 will be charged to your Plan account if you make a complete withdrawal or you terminate your Plan prior to completion. See "Terminating Your Plan" on page 18.

Returned Check Fee: For Plans issued prior to December 1, 2000, a fee of $2.50 will be charged to your Plan account for any check or preauthorized check which is not honored by the bank on which it is drawn ("dishonored check"). For Plans issued on or after December 1, 2000, a fee of $10.00 will be charged for each dishonored check.

Bank Wire Fee: A $10.00 fee will be charged for each redemption of shares by wire.

Fidelity Destiny IRA Maintenance Fee: If you have a Fidelity Destiny IRA, you will be charged an annual $10 maintenance fee and certain additional service fees. Detailed information on the additional service fees may be obtained from the Sponsor or your investment professional.

The Custodian deducts these Account Fees from your Plan account. These fees may be paid out of principal from the proceeds of the sale of Fund shares in your Plan account. With respect to the Completed Plan Fee and the Inactive Account Fee, the fees are paid first from dividends and distributions. The Custodian has a lien on your shares to the extent of these rights.

Except as described in this "Fees and Expenses" section, there are currently no other fees or expenses charged against the Plans or Planholder accounts (or deducted from Fund dividends or distributions) to compensate the Custodian or the Sponsor for their services. All other fees or expenses that could otherwise be charged to the Plan and the Planholders (or deducted from Fund dividends or distributions) are being paid by the Sponsor. Although there is no current intention to do so, the Fund and the Sponsor each reserve the right to cease paying such fees or expenses, and to cause them to be charged against the Plan or the Planholders (or deducted from Fund dividends or distributions).

KEEPING YOUR PLAN CURRENT

Your Plan calls for monthly investments for a period of either 10 or 15 years, with the option of extending a 15 year Plan for another 15 years. You are not likely to realize the full benefit of your Plan unless you complete your Plan. You should carefully consider your ability to make monthly investments for the length of time required to complete your Plan before you start a Plan. The Plans offer an Automatic Investment Program to assist you in making your monthly investments. See "Automatic Investment Program and Government Allotments" below.

If you stop making monthly investments, your ability to benefit from dollar-cost averaging will be reduced. See "Dollar-Cost Averaging and Diversification" below. If you stop making monthly investments and have not made any of your monthly investments in advance of their due date, your Plan will no longer be current. An inactive account fee of $12 is charged annually if you have not completed your Plan and no investment has been made for a 12-month period, after giving credit for any prepayment of monthly investments that you may have made. This fee is deducted from dividends and distributions or, if these are not sufficient, the Custodian has the right to obtain the amount needed to pay its fee by selling Fund shares from your Plan account.

Under current policy, one investment is required during each 6-month period of the calendar year to prevent the Plan from being in default. Your Plan may be terminated by the Sponsor or the Custodian if it is in default. See "Termination of Your Plan by the Sponsor or Custodian" on page 19.

DOLLAR-COST AVERAGING AND DIVERSIFICATION

The Destiny Plans were created to utilize the investing method of dollar-cost averaging. Dollar-cost averaging is a strategy of buying fixed dollar amounts of securities at regular intervals, regardless of the price of the shares. In the Destiny Plans, you invest a fixed amount on a monthly basis. Your monthly investment of a fixed dollar amount buys more shares when the share price is low and fewer shares when the share price is high. The benefit of this method is that, over time, the average cost of your shares will be lower than the average price of those shares. Dollar-cost averaging does not assure a profit or protect against a loss. If you sell your Fund shares when their value is less than their cost, you will incur a loss.

Diversification can help you manage the investment risk by decreasing the volatility of a portfolio of securities. The Destiny Portfolios are diversified, which means that the Funds invest in a number of different securities.

PLAN FEATURES

1. Automatic Investment Program and Government Allotments

To encourage and assist you in making monthly investments and to eliminate the burden of writing a check every month, you may arrange to have your investments made automatically by establishing an Automatic Investment Program or, if you are a member of the military, a government allotment.

How to Establish, Change or Terminate an Automatic Investment Program

To establish an Automatic Investment Program, you should complete a Preauthorized Electronic Transaction Form, attach a voided blank check or deposit slip, and send it to Boston Financial at least 15 days before the date the Automatic Investment Program is to go into effect. Boston Financial will then electronically draw against your bank account each month in the amount of the monthly Plan investment. To change your Automatic Investment Program, you must give written notice to Boston Financial at least 15 days before the date on which the change is to go into effect.

To terminate your Automatic Investment Program, you must notify Boston Financial at least 5 days before the date of the next scheduled electronic transfer by calling Boston Financial at 1-800-225-5270 or writing to Boston Financial Data Services, Inc., P.O. Box 8300, Boston, Massachusetts 02266-8300.

How to Establish, Change or Terminate a Government Allotment

Members of the military may establish a government allotment by completing the appropriate government allotment form.

You may change or terminate a government allotment at any time by giving notice to your government disbursing office.

Please obtain forms to establish, change, or terminate a government allotment from your government disbursing office. Boston Financial cannot supply you with these forms.

2. Rights of Accumulation

You may qualify to pay lower Creation and Sales Charges on Plans where you increase the Face Amount, by aggregating their Face Amounts with the following holdings registered to you, members of your immediate family, or certain fiduciary accounts described below: (i) the Face Amounts of any current Plans, (ii) Class A, Class T, Class B, and Class C shares of any Fidelity Advisor fund, (iii) Advisor B Class shares and Advisor C Class shares of Treasury Fund, and (iv) Daily Money Class shares of Treasury Fund, Prime Fund or Tax-Exempt Fund acquired by exchange from any Fidelity Advisor fund. In addition, when you increase the Face Amount of a Plan, you may also qualify to reduce the Creation and Sales Charges you pay on future investments into any existing individual IRA Plans which are registered to you or your immediate family. 10 year and 15 year Plans may not be combined for purposes of taking advantage of these rights of accumulation.

To use this privilege, you or your investment professional must notify the Sponsor in writing that you wish to aggregate the Face Amounts of each of the Plans that qualify for rights of accumulation for the purpose of determining the applicable Creation and Sales Charges. A letter of instruction for each face change must be submitted at the same time that you send your notice.

Each Plan must be current at the time you send your notice. For rights of accumulation, a Plan is considered to be current if:

It has been completed and not redeemed; or

It has not been completed, but has at least as many investments recorded as there are months elapsed since establishment or since being increased; or

It is a qualified retirement plan, including an IRA.

If one or more of the Plans, other than a qualified retirement plan, that are combined to take advantage of this privilege subsequently becomes no longer current, the remaining Creation and Sales Charges will be recalculated to reflect the charges applicable to the Plan or Plans that remain current.

You may only combine Plans that are registered to you, your spouse, your children under the age of 21 or a trustee or other fiduciary of a single trust estate or single fiduciary account. For the purpose of this privilege, a single fiduciary account includes a pension, profit-sharing or other employee benefit trust created pursuant to a plan qualified under Section 401 of the Internal Revenue Code, and a trust estate or fiduciary account may have more than one beneficiary. This privilege is not available to any group of individuals whose funds are combined, directly or indirectly, for the purchase of redeemable securities of a registered investment company whether jointly or through a trustee, agent, custodian or other representative for that group of individuals.

3. Distributions

Unless you direct otherwise, all dividends and other distributions, after applicable deductions, are automatically used to purchase additional Class A shares of the Fund at NAV as of the record date for the distribution. No sales charge is made on any reinvestment of dividends or other distributions.

You must instruct Boston Financial if you wish to receive the dividends and other distributions in cash rather than additional shares. Your instructions must be received at least seven days before the record date of a dividend or distribution. You may change these instructions at any time. Distributions on Fidelity Destiny IRAs are automatically reinvested.

Dividends and other distributions are made on a per-share basis. After every distribution, the value of a share drops by the amount of the distribution. If you make an investment shortly before the ex-dividend date of the dividend or distribution, you will pay a price for the shares that includes the amount of the dividend or distribution. This is called "buying a dividend." Dividends and distributions, if declared, are normally paid annually by each Fund, and may be taxable to you. See "Taxes" on page 19.

4. Federal Voluntary Income Tax Withholding

Boston Financial can withhold up to 28% of any dividend or other distribution paid by the Fund for income taxes and send that amount to the Internal Revenue Service as a credit against your tax liability, if any. The amount withheld may or may not be equal to the additional taxes you may owe on the dividend or distribution. If you choose to authorize this withholding, the number of Fund shares purchased with the remainder of the dividend or distribution will be less than would otherwise have been the case.

Federal Voluntary Income Tax Withholding is available only for non-retirement (taxable) accounts. This withholding option can be started by submitting a Tax Withholding Form, which is included with your Plan Application, to Boston Financial at least 30 days before the option is to take effect. Once started, the withholding option will remain in effect until you notify Boston Financial in writing to end the withholding. For withholding tax information on distributions from qualified plans or Individual Retirement Accounts, please refer to your qualified plan documents or custodial agreement.

5. Your Voting Rights

You will receive a notice at least 15 days before any matter is submitted to a vote of the shareholders of the Fund. The Custodian will vote on these matters according to your instructions. In the absence of instructions on how you wish to vote, the Custodian will vote all the votes of the Plan in the same proportion as it votes the shares for which it has received instructions from other Planholders in your Plan, except if exercising the Extended Investment Option discussed below in section 8. The number of votes you are entitled to is based upon the dollar value of your investment. If you wish to attend a meeting at which shares may be voted, you may request Boston Financial to furnish a proxy or otherwise make arrangements for exercising your voting rights.

6. Making Advance Investments

You are normally expected to make 12 regularly scheduled investments each calendar year. If you wish to complete your Plan ahead of schedule, you may make advance investments singly or in lump-sum amounts at any time during the life of your Plan.

There is no restriction on the number of advance investments you may make during the life of your Plan, but the total amount of all your investments made during the life of your Plan may not exceed the total Face Amount of your Plan, unless you are exercising the Extended Investment Option. See "Extended Investment Option" on page 15. Investments made in excess of this limit will be returned to you at the address of record. Monthly investments may also be paid in lump-sum amounts to make a Plan that is in arrears current. When you make advance investments, you pay the applicable Creation and Sales Charges that you pay on regular monthly investments.

7. Changing the Face Amount of Your Plan

<R> You may increase the Face Amount of your Plan at any time. This is called making a Face Change to your Plan. You may choose a new Face Amount that is one of the monthly investment amounts shown in the tables on pages 8, 9, 10 and 11. Within 12 months of the time you increase the Face Amount of your Plan, you may decrease your Face Amount back to an amount not lower than the Plan's previous Face Amount. Within 12 months of the time you open a new Plan, you may decrease your Face Amount by as much as 50%. This privilege is only available to Plans with Face Amounts of at least $12,000 ($100 per month).</R>

You must send your request for a change in the Face Amount of a Plan to Boston Financial or your representative along with a letter of instruction for the new Face Amount.

Changes in the Face Amount of your Plan (increases or decreases) will not take effect until the Custodian receives written instructions in good order from you.

Whether you increase or decrease your Face Amount, a change in the Face Amount does not create new cancellation and refund rights. However, your Plan will be subject to the fees and deductions applicable to Plans of the same Face Amount opened at the time that you change the Face Amount of your Plan, as described in the then currently effective prospectus. The Creation and Sales Charges you have already paid on your existing Plan will be recomputed and applied as a credit to the Creation and Sales Charges due on your changed Plan, if any, at the time you change the Face Amount of your Plan. Any additional Creation and Sales Charges due on your changed Plan will be paid by liquidating Fund shares held by your Plan.

8. Extended Investment Option

If you purchase a 15 year Plan, you may continue making monthly investments into your Plan after you complete all scheduled investments by making your initial investment within six months after your 180th payment. You will not be allowed to automatically activate the extended investment option after the six months following your 180th payment. If you purchase a 10 year Plan, you must first change the Face Amount of your Plan to that of a 15 year Plan and complete that Plan before activating the Extended Investment Option. You may make as many as 180 additional monthly investments, for a total of 360 investments. Investments which exceed this limit will be returned to you at the address of record.

Your additional investments are subject to the same deductions as your last scheduled investment and are not subject to additional Creation and Sales Charges. If you stop making investments under the Extended Investment Option, and your Plan is not current for six consecutive months, the Sponsor or the Custodian may terminate your Plan.

9. Partial Redemption of Your Plan Shares

Normally, if you redeem all of your Plan shares, your Plan will terminate. However, you may redeem less than all of your Plan shares without terminating your Plan. If you have owned your Plan for at least 45 days, you may direct the Custodian, as agent, to redeem up to 90% of the value of your Plan shares, expressed in dollars, and to pay you the proceeds. You may make partial redemptions as often as you desire. Any partial sale of shares and cash withdrawal must involve at least $100.

When you make partial redemptions, you may elect to hold Fund shares directly by instructing the Custodian to deliver any or all of the Fund shares that have accumulated in your Plan for at least 60 days, properly registered in your name, to Fidelity Investments Institutional Operations Company, Inc., the transfer agent of the Fund. You may exchange your Fund shares for Class A shares of any of the Fidelity funds that offer Advisor classes of shares at NAV or for Daily Money Class shares of Treasury Fund, Prime Fund, or Tax-Exempt Fund, subject to minimum initial investment requirements. For more information, see "Completed Plans and Exchanges" on page 18 and "Exchanging Shares" on page P-10 of the Fund's prospectus.

Where to Send Requests. Your partial redemption request should be sent to Boston Financial Data Services, Inc., P.O. Box 8300, Boston, Massachusetts 02266-8300. Your request must be signed and any required medallion signature guarantee must be received in proper order before any cash withdrawals or redemptions can be executed.

Medallion Signature Guarantees May Be Required. If your partial redemption results in a cash withdrawal of more than $100,000, if the proceeds are to be sent to an address other than the address of record, or if the proceeds are to be paid to someone other than the record owner of the account, a medallion signature guarantee is required. A medallion signature guarantee is also required if the address of record has changed within the last 15 days and you wish to sell $10,000 or more of shares. A medallion signature guarantee is a widely accepted way to protect you and Fidelity by guaranteeing the medallion signature that appears on your request. A medallion signature guarantee may not be provided by a notary public. The Custodian will accept medallion signature guarantees from banks, brokers, dealers, municipal securities dealers, municipal securities brokers, government securities dealers, government securities brokers, credit unions (if authorized under state law), national securities exchanges, registered securities associations, clearing agencies and savings associations.

Telephone Requests. You may also make partial redemptions by telephone by calling Boston Financial at 1-800-225-5270, as long as you are not withdrawing more than 90% or $100,000 from your Plan and your request does not require a medallion signature guarantee.

Automated Clearing House or Bank Wire. You may also make partial redemptions via the Automated Clearing House ("ACH") or the Federal Reserve Wire System by calling Boston Financial at 1-800-225-5270. You must sign up for the ACH or wire feature at least 5 days before using it. Please call your investment professional or Boston Financial to verify that this feature is set up on your account. You must designate the U.S. commercial bank account(s) into which you want the redemption proceeds deposited. To add the ACH or wire feature or to change the bank account designated to receive redemption proceeds at any time prior to making a redemption request, you should send a letter of instruction, including a medallion signature guarantee and a blank voided check, to Boston Financial Data Services, Inc. P.O. Box 8300, Boston, Massachusetts 02266-8300. A $10.00 fee will be charged for each redemption of shares via the Federal Reserve Wire System.

Redemption Prices and Proceeds. The redemption price for the partial redemption will be at the NAV calculated after your order is received in proper form. Partial redemption requests must be received by 4:00 p.m. Eastern time to receive that day's NAV. You will receive proceeds by check made payable as the account is registered and mailed to the address of record. Ordinarily, you will be sent the proceeds of a partial redemption within seven calendar days from the time Boston Financial accepts the request. However, Boston Financial will not mail redemption proceeds until checks received for the shares purchased have cleared (which may take up to 7 calendar days). The right of redemption of shares of the Fund may be suspended at times when the New York Stock Exchange is closed or if the Securities and Exchange Commission ("SEC") has determined that certain other emergencies exist. If the right of redemption of shares is suspended, Fund shares may not be redeemed, and therefore, cash withdrawals may not be made.

Certain Tax Consequences: Your Responsibilities. You may realize a capital gain or loss for federal income tax purposes on partial redemptions even if you replace the shares pursuant to the "replacement option" described in the following paragraph. If assets from a Fidelity Destiny IRA are distributed directly to you, you will be responsible for any income taxes due on the distribution and, if you are under the age of 59 1/2, you may be subject to an early distribution penalty if those assets are not reinvested into another IRA within 60 days of receipt of the distribution.

Replacement Option. If you make a partial redemption of some of your Plan shares, you may, but are not obligated to, replace those shares by repurchasing them, up to the dollar amount of the original sale, at any time after 90 days from the date of the original sale. If you own a Fidelity Destiny IRA, you may replace those shares by repurchasing them, up to the dollar amount of the original sale, at any time after 45 days from the date of the original sale. The IRA annual contribution limits will apply for such purposes.

You may replace Plan shares at any time after 90 days (45 days for Fidelity Destiny IRAs), and the replacement need not be made in one transaction. However, the amount of any repurchase of shares following a partial redemption must be at least 25% of the amount redeemed or $500, whichever is less. Replacements of partial redemptions should be clearly identified to distinguish them from additional investments. The Custodian or Boston Financial may require additional documentation. Your replacement will be applied to the purchase of Fund shares at the next determined NAV. Partial redemptions and replacements do not affect the total number of monthly investments to be made or the unpaid balance of monthly investments.

The partial redemption and replacement privileges are intended to facilitate the temporary use of funds invested in your Plan for emergency purposes. The Sponsor reserves the right to limit the number of transactions you may use to replace a partial redemption and to impose such additional restrictions as, in its judgment, are necessary to conform with the requirements of NASD Rule 2830 of the Rules of the Financial Industry Regulatory Authority ("FINRA").

10. Systematic Withdrawal Program

When you have completed your Plan, you may choose to start a Systematic Withdrawal Program. You may also start a Systematic Withdrawal Program prior to completing your Plan if you provide Boston Financial with written notification that you do not intend to make any additional investments. If you resume making investments within the first year of your Plan, you may want to consider discontinuing the Systematic Withdrawal Program because of the Creation and Sales Charges. If you have a Fidelity Destiny IRA and are 59 1/2 years old or older you do not have to complete your Plan, or provide notification that you do not intend to make additional investments, before you start a Systematic Withdrawal Program.

How to Start a Systematic Withdrawal Program. To start this program, you direct the Custodian, as your agent, to withdraw the necessary shares from your Plan account so that the Custodian may make regular cash withdrawals on a monthly or quarterly basis. You may authorize cash withdrawals of any amount, subject to a $50 minimum. The Sponsor has established the $50 minimum for administrative convenience: it should not be considered a recommended Systematic Withdrawal amount. You may change the dollar amount of the withdrawal or stop the Systematic Withdrawal Program at any time. To make program withdrawals by ACH or bank wire please follow the instructions set forth above in Section 9 under Partial Redemption of Your Plan Shares - Automated Clearing House or Bank Wire.

Your Plan will remain in full force and effect with all rights and privileges until all shares have been withdrawn from your account. You should realize that withdrawals in excess of the dividends and distributions paid on your Plan shares will be made from principal and eventually may exhaust your Plan account. Therefore, these withdrawals cannot be considered as income on your investment. You may also realize a capital gain or loss for federal income tax purposes upon payment of each withdrawal. If you purchase two or more Plans, it is ordinarily disadvantageous to participate in the Systematic Withdrawal Program on a completed Plan while still making monthly investments on the uncompleted Plan.

The Sponsor reserves the right to stop offering the Systematic Withdrawal Program at any time after giving 90-days' notice to all Planholders who have not elected to participate in the program. If you are currently participating in the program at that time, you will be allowed to continue your program. The Sponsor is not currently contemplating ending the program.

11. Transferring or Assigning Your Rights in a Plan

To secure a loan, you may assign your right, title and interest in all, or part of your Plan, to a bank or other lending institution. You may not assign or transfer your rights in a Plan if it is a Fidelity Destiny IRA or other qualified retirement account, a UTMA Plan, or a UGMA Plan. Additional documentation may be required by the lending institution. To obtain further information about the necessary forms and procedures please call Boston Financial at 1-800-225-5270.

You may also transfer your right, title, and interest to another person whose only right shall be the privilege of complete withdrawal from the Plan, or transfer your right, title, and interest to another person, trustee, or custodian acceptable to the Sponsor, who has applied to the Sponsor for a similar Plan. Additional documentation may be required. Boston Financial or your representative will provide you with the appropriate assignment forms. You will be liable for any transfer taxes that may be incurred.

12. Transfer of Broker

A shareholder may change the broker/dealer firm of record for his or her account by sending a letter of instruction to Boston Financial Data Services, Inc. P.O. Box 8300, Boston, MA 02266-8300.

13. Your Cancellation and Refund Rights

45-day Cancellation Right. You have certain cancellation rights. Within 60 days after your initial investment in a new Plan, the Custodian will send you a notice about these rights. If you elect to cancel your Plan within 45 days of the date of the mailing of that notice, you will receive a cash refund equal to the sum of (1) the total net asset value of the Fund shares credited to your Plan account on the date that the cancellation request is received by Boston Financial and (2) an amount equal to the difference between the total investments made under the Plan and the net amount invested in Fund shares.

18-Month Cancellation Right. In addition, you may cancel your Plan at any time within 18 months of your initial investment by sending written instructions to Boston Financial. If you cancel your Plan after the 45-day cancellation period described above has expired but before the 18 month cancellation period expires, you will receive a cash refund equal to the sum of (1) the total net asset value of the Fund shares credited to your Plan account on the date that the cancellation request is received by Boston Financial and (2) the amount by which the Creation and Sales Charges deducted from your total investments exceed 15% of the investments made up to the date of redemption.

Where to send a Request. In order to receive the above refunds, you must send a written cancellation request to Boston Financial Data Services, Inc., P.O. Box 8300, Boston, Massachusetts 02266-8300. For your protection, if the amount of your refund will be more than $100,000, if the proceeds are to be sent to an address other than the address of record, if the proceeds are to be paid to someone other than the record owner of the account, or if you have changed your address within 15 days of your cancellation request and you wish to sell $10,000 or more of shares, your request must be signed by all the registered owners and you must include a medallion signature guarantee on your cancellation request.

Reinstatement After Cancellation. If you exercise your Cancellation and Refund Rights and redeem your Plan, you may not reinstate the proceeds from such a cancellation or refund at NAV, except as described under "Plan Reinstatement" on page 19. You may realize a capital gain or loss for federal income tax purposes at the time of redemption.

Notices. The Sponsor will send you a written notice of the 18-month right of cancellation if, during the first 15 months after the issuance of your Plan, you have missed three or more investments, or if, after the first 15 months but prior to the end of 18 months from the issuance of your Plan, you have missed one investment or more. If the Sponsor has previously sent you a notice during the first 15 months after the issuance of your Plan, a second notice will not be sent even if additional investments are missed. These notices will inform you of your Plan cancellation rights, and will include the value of your Plan and the amount you would be entitled to receive upon cancellation, as of the date of the notice.

14. Terminating Your Plan

You may terminate your Plan completely at any time by redeeming all your shares. However, if you terminate your Plan before completing all the scheduled investments, the percentage of your total investments that will have been paid as Creation and Sales Charges will be higher than if you had completed your Plan. You may also partially redeem your Plan. See "Partial Redemption of Your Plan Shares" on page 15. If you terminate your Plan more than 60 days from the date of issuance of your Plan, you may avoid paying any commission that a security dealer may charge for terminating your Plan by sending written notice of termination to Boston Financial. If your Plan is not complete, a charge of $2.50 will be made for terminating your Plan.

Options following Termination. When you terminate your Plan, you may choose to hold Fund shares directly by instructing the Custodian to deliver any or all of the Fund shares that have accumulated in your Plan for at least 60 days, properly registered in your name, to Fidelity Investments Institutional Operations Company, Inc., the transfer agent of the Fund. You may exchange your Fund shares for Class A shares of any of the Fidelity funds that offer Advisor classes of shares at NAV or for Daily Money Class shares of Treasury Fund, Prime Fund, or Tax-Exempt Fund. You may also receive a check for the proceeds by directing the Custodian, as your agent, to withdraw the shares, redeem them, and send the proceeds to you. For more information, see "Completed Plans and Exchanges" on page 18 and "Exchanging Shares" on page P-10 of the Fund's prospectus.

Where to send Requests. Termination requests should be sent to Boston Financial Data Services, Inc., P.O. Box 8300, Boston, Massachusetts 02266-8300. Your termination request and any necessary medallion signature guarantees must be received in proper order before any withdrawals or redemptions can be executed. For your protection, if the amount of your proceeds from termination will be more than $100,000, if the proceeds are to be sent to an address other than the address of record, if the proceeds are to be paid to someone other than the record owner of the account, or if you have changed your address within 15 days of your termination request and you wish to sell $10,000 or more of shares, your request must be signed by all the registered owners and you must include a medallion signature guarantee on your termination request.

Automated Clearing House or Bank Wire. You may redeem your shares via the ACH or the Federal Reserve Wire System by calling Boston Financial at 1-800-225-5270. You must sign up for the ACH or wire feature at least 5 days before using it. Please call your investment professional or Boston Financial to verify that this feature is set up on your account. You must designate the U.S. commercial bank account(s) into which you want the redemption proceeds deposited. To add the ACH or wire feature, or to change the bank account designated to receive redemption proceeds at any time prior to making a redemption request, you should send a letter of instruction, including a medallion signature guarantee and a blank voided check, to Boston Financial Data Services, Inc. P.O. Box 8300, Boston, Massachusetts 02266-8300. A $10 fee will be charged on each redemption of shares via the Federal Reserve Wire System.

Redemption Prices and Proceeds. The redemption price of your fund shares will be at the NAV calculated after your order is received in proper form. Termination requests must be received by 4:00 p.m. Eastern Time to receive that day's NAV. You will receive proceeds by check made payable as the account is registered and mailed to the address of record. Ordinarily, you will be sent the proceeds within seven calendar days from the time Boston Financial accepts your termination request. However, Boston Financial will not mail redemption proceeds until checks received for the shares purchased have cleared (which may take up to 7 calendar days). The right of redemption of shares of the Fund may be suspended at times when the New York Stock Exchange is closed or if the SEC has determined that certain other emergencies exist. If the right of redemption of shares is suspended, Fund shares may not be redeemed, and therefore, cash withdrawals may not be made.

15. Completed Plans and Exchanges

Once you have completed your Plan, you may elect to hold shares of the Fund directly by instructing the Custodian to deliver any or all of the Fund shares that have accumulated in your Plan, properly registered in your name, to the transfer agent of the Fund. To transfer your shares to the Fund, you will need to complete a Fidelity fund application. An annual fee of $12 will be charged if you have completed your Plan but elected not to hold shares of the Fund directly.

Fund shares held by you directly may be exchanged at NAV for Class A shares of any of the Fidelity funds that offer Advisor classes of shares or for Daily Money Class shares of Treasury Fund, Prime Fund, or Tax-Exempt Fund, subject to minimum initial investment requirements. FMR is the investment adviser of Fidelity funds. For more information, see "Exchanging Shares" on page P-10 of the Fund's prospectus.

Exchanges between Destiny Plans II: N and Destiny Plans I: N (offered by means of a separate prospectus) are not permitted, nor may exchanges be made between these Plans and Destiny Plans I: O or Destiny Plans II: O offered by means of separate prospectuses. Shares of any class of Fidelity Advisor Diversified Stock Fund held by any Destiny Plans may not be exchanged for shares of any class of the Fund, nor may shares of any class of the Fund held by any Destiny Plans be exchanged for shares of Fidelity Advisor Diversified Stock Fund.

16. Plan Reinstatement

You may reinstate a terminated Plan without any Creation and Sales Charges on the reinstated amount during the original term of your former Plan under the same account registration as your terminated Plan. You must make your reinstatement within 90 days after the date you terminated your former Plan. You need not reinstate all of the proceeds which you received upon termination, but you must reinstate at least 10% of the gross proceeds from the termination of your Plan. When you reinstate your Plan, it will be the same type of Plan, and invest in the same class of Fund shares, as your terminated Plan, at the NAV of that Class next determined after your reinstatement request is accepted in good order by Boston Financial.

You may terminate tax-advantaged retirement Plan accounts and rollover (reinstate) the assets into another tax-advantaged retirement account without any sales charge as often as you wish subject to regulatory limitations as long as the only difference in the account registration of the Plan account is the name of the type of tax-advantaged retirement account. You may wish to consult with a tax adviser before terminating a tax-advantaged retirement account.

If you terminated your Plan and redeemed your shares under the Cancellation and Refund Rights described on page 17, you may not reinstate the proceeds from such a cancellation or refund at NAV until all refunded Creation and Sales Charges that were refunded in the cancellation have been deducted from the amount being replaced. The plan reinstatement privilege is separate from the partial redemption privilege described on page 15.

When you reinstate your Plan, your Plan will resume at the same monthly investment number that would have been due if you had not terminated your Plan. Your reinstated Plan will be credited for all monthly investments made to your terminated Plan. The total number of monthly investments to be made on your Plan will remain the same.

The Sponsor may, from time to time, extend the plan reinstatement privilege beyond the 90-day period on the terms described above. The extended reinstatement period will not be available unless the Sponsor has specified a time period during which the 90-day reinstatement period has been extended.

You should recognize that if you terminate your Plan you may realize a gain or loss for federal income tax purposes, but if you reinvest some or all of the proceeds in your Destiny Plan within 30 days of that termination date, you may not recognize a loss for federal income tax purposes.

17. Taxes

For tax purposes, you will be treated as directly owning Fund shares. The Fidelity Destiny Portfolios prospectus more fully describes how the dividends and distributions that are paid to you or reinvested for you may be taxable to you. You bear the responsibility for any taxes payable with respect to any of the profits realized on sales or transfers by the Custodian or Sponsor of Fund shares or other property credited to your account in accordance with the provisions of your Plan and for any taxes levied or assessed with respect to Fund shares or the income from Fund shares. For more information, see "Tax Consequences" on page P-11 of the Fund's prospectus.

The cost basis of your shares is the amount you paid for those shares, including the Creation and Sales Charges and the cost of any reinvested distributions. If you own a Fidelity Destiny IRA and itemize your deductions, you may be able to claim a miscellaneous itemized deduction for any administrative or trustee fees incurred in connection with that IRA if those fees are billed separately or paid separately.

18. Termination of Your Plan by the Sponsor or Custodian

Although a Plan may call for regular investments over a 10 year or 15 year period, neither the Sponsor nor the Custodian can terminate your Plan until 360 investments have been made unless the Plan is in default or unless shares of the Fund are not obtainable and a substitution is not made. See "Substitution of the Underlying Investment" on page 21. Normally, a Plan is in default if no investments have been made for six consecutive months. However, under the current policy, a Plan is not in default if one investment has been made during each six-month period of the calendar year. Although the Sponsor does not currently intend to do so, the Sponsor reserves the right to change the current default policy in the future. The default period will not start until you have been given full credit for the amount of any advance investments you have made.

After 360 investments, or if other events justify termination, the Sponsor or the Custodian may terminate your Plan with 60 days written notice by mailing you notice of termination at the address shown on your Plan account registration. The notice will request that you choose to have the Plan distributed either in cash or in Fund shares (together with the cash value of any fractional shares) after deduction for all authorized charges, fees and expenses. Upon termination, the Custodian, acting as your agent, may surrender for liquidation either all of the Fund shares credited to your Plan or sufficient Fund shares to pay all authorized deductions and leave no fractional shares. The Fund shares and any cash remaining after paying all authorized deductions will be held by the Custodian for delivery to you.

No interest will be paid by the Custodian on any cash balances. If you do not respond within 60 days after the notice of termination is mailed to you, the Custodian, at its discretion, may at any time thereafter fully discharge its obligations by mailing a check for the liquidated value of the Fund shares to you. You will then have no further rights under the Plan except that if the check is returned to the Custodian undelivered, the Custodian will continue to hold these assets for your benefit, subject only to any applicable escheatment laws. The Custodian has no obligation to pay interest on or to reinvest checks returned to it.

SUBSTITUTION OF THE UNDERLYING INVESTMENT

The Sponsor may substitute the shares of another investment medium as the underlying investment if it deems the substitution to be in the best interest of Planholders. The substituted shares shall be generally comparable in character and quality to the present Fund shares, and shall be registered with the SEC under the Securities Act of 1933. Before any substitution can be effected, the Sponsor must:

(a) obtain an order from the SEC approving the substitution;

(b) give written notice of the proposed substitution to the Custodian;

(c) give a written notice of the proposed substitution to each Planholder that includes a reasonable description of the new fund shares, with the advice that, unless the Plan is surrendered within 30 days of the date of the mailing of the notice, you will be considered to have consented to the substitution and to have agreed to bear the pro rata share of expenses and taxes in connection with it; and

(d) provide the Custodian with a signed certificate stating that proper notice under these provisions has been given to each Planholder.

If your Plan is not surrendered within 30 days from the date the notice was sent to you, the Custodian shall purchase the new shares for your Plan with any dividends or distributions which may be reinvested for your Plan. If the new shares are also to be substituted for the shares your Plan already holds, the Sponsor must arrange to have the Custodian furnished, without payment of a sales charge or fees of any kind, with new shares having an aggregate value equal to the value of the shares for which they are to be exchanged.

If Fund shares are not available for purchase for a period of 120 days or longer, and the Sponsor fails to substitute other shares, the Custodian may, but is not required to, either select another underlying investment or terminate the Plan. If the Custodian selects a substitute investment, it shall first obtain an order from the SEC approving the substitution, as specified above, and then shall notify each Planholder. If, within 30 days after mailing the required notice to you, you give your written approval of the substitution and agree to bear the pro rata share of actual expenses, including tax liability sustained by the Custodian, the Custodian may thereafter purchase the substituted shares. Your failure to give written approval of the substitution within the 30-day period shall give the Custodian the authority to terminate your Plan.

GENERAL

The terms of the Plan are set out in a Custodian Agreement, which is governed by the laws of the Commonwealth of Massachusetts. The Plan is a unit investment trust under the Investment Company Act of 1940 ("1940 Act"), and is registered with the SEC. Registration with the SEC does not imply supervision of management or investment practices or policies by the SEC. No Plan certificates are available. New Fidelity Systematic Investment Plans are no longer offered for sale.

In addition to the Plan described in this prospectus there are currently three other series of Fidelity Systematic Investment Plans: Destiny Plans I: N (together with the Plan, the "N Plans"), Destiny Plans I: O and Destiny Plans II: O (together, the "O Plans"). A copy of a separate prospectus describing Destiny Plans I: N is available from your investment professional or from Fidelity Distributors Corporation. The O Plans have been closed to new investors since December 15, 1999. The N Plans have been closed to new investors since October 27, 2006.

The organization, management and investment policies of Fidelity Destiny Portfolios are fully described in the Fund's prospectus beginning on page P-1. Generally, shares of the Fund are purchased at the next NAV calculated after your investment is received in good order by the Custodian. Dividends and distributions received on Fund shares will be reinvested by the Custodian, after making authorized deductions, in additional shares of the Fund at the then-current NAV unless otherwise directed by the Sponsor or unless you direct Boston Financial to remit them to you in cash.

Commissions ranging from 41.7% to 92.4% of the total Creation and Sales Charges will be paid to authorized investment broker-dealer firms and mutual fund dealers that are members of FINRA and have executed a Destiny Selling Dealer Agreement with the Sponsor. From time to time the Sponsor may increase the commissions paid to broker-dealer firms to 100%. 12b-1 fees may also be paid to these broker-dealers. These broker-dealers are independent contractors. Nothing in this prospectus or in other literature or confirmations issued by the Sponsor, the Custodian or Boston Financial including the words "representative" or "commission," makes any broker-dealer a partner, employee or agent of the Sponsor, the Custodian or Boston Financial. Neither the Sponsor, the Custodian nor Boston Financial shall be liable for any acts or obligations of any dealer or investment broker.

THE CUSTODIAN

State Street Bank and Trust Company, State Street Financial Center, One Lincoln Street, Boston, Massachusetts, is the Custodian for the Plan under a Custodian Agreement with the Sponsor and maintains custody of the Plan. Plan services are provided by the Custodian or its affiliated bookkeeping and administrative service agent, Boston Financial Data Services, Inc. (Boston Financial). Acting as your agent, the Custodian assumes the responsibility for the many administrative details of your Plan.

All correspondence should be directed to Boston Financial Data Services, Inc., P.O. Box 8300, Boston, Massachusetts 02266-8300 or your financial representative.

The Custodian has delegated certain administrative functions to Boston Financial, an affiliate of the Custodian. Under the delegation arrangement, the Custodian pays to Boston Financial all or a portion of the fees and charges made in the course of performing the administrative functions. Boston Financial mails to each Planholder a receipt for each investment, a statement of the number of shares held in the Plan, notices, including distribution notices and tax statements, reports to shareholders, prospectuses and proxy material.

You send your monthly Plan investments to Boston Financial. After making authorized deductions, Boston Financial applies the money to the purchase of Fund shares. Investments in the Plan purchase shares of Class A of the Fund. The Custodian holds these Fund shares in its custody, receiving dividends and distributions that, at your option, may be remitted either to you or reinvested in additional Fund shares.

The Custodian causes periodic audits to be taken of the records it maintains relating to the Plan, unless those audits are arranged for by the Sponsor, and prepares certain other reports required by law.

The Custodian has assumed only those obligations specifically imposed on it under the Custodian Agreement with the Sponsor. These obligations do not include the duties of investment ordinarily imposed upon a trustee. The Custodian has no responsibility for the choice of the underlying investment, for the investment policies and practices of the manager of the Fund or for the acts or omissions of the Sponsor.

The Custodian Agreement cannot be amended to adversely affect your rights and privileges without your written consent, nor may the Custodian resign unless a successor has been designated and has accepted the Custodianship. That successor must be a bank or trust company that has capital, surplus and undivided profits totaling at least $2,000,000. The Custodian may be changed without notice to you or your approval. The Custodian may terminate its obligation to accept new Plans for custodianship if the Sponsor fails to perform certain activities it is required to perform under the Custodian Agreement or if the Custodian terminates its custodianship on 90 days' notice after the third year of the term of the Custodian Agreement, or on 30 days' notice after the expiration of any further two-year period.

THE SPONSOR

Fidelity Distributors Corporation (Distributors or Sponsor), 82 Devonshire Street, Boston, Massachusetts 02109, is a Massachusetts corporation organized on July 18, 1960. It is a broker-dealer registered under the Securities Exchange Act of 1934 and a member of FINRA. The Sponsor's Directors and Executive Officers are listed below:

<R>Scott Couto, Director and President (2011 - present), is President of Fidelity Financial Advisor Solutions.</R>

<R>William F. Loehning, Executive Vice President (2003 - present), is Executive Vice President of Fidelity Financial Advisor Solutions.</R>

<R>Harris Komishane, Chief Financial Officer (2011 - present), is Senior Vice President, Chief Financial Officer of Fidelity Financial Advisor Solutions.</R>

Steven F. Schiffman, Treasurer (2010 - present), is Treasurer of FMR LLC.

<R>Charles M. Morgan, Assistant Treasurer (2011 - present) is Senior Vice President of FMR LLC.</R>

Susan Sturdy, Secretary (2010 - present), is Senior Vice President, Deputy General Counsel of FMR LLC.

Natalie Kavanaugh, Chief Legal Officer (2010 - present), is Vice President, Associate General Counsel of FMR LLC.

Peter D. Stahl, Assistant Secretary (2008 - present), is Vice President, Associate General Counsel of FMR LLC.

<R>Richard Siegelman, Chief Compliance Officer (2011 - present), is Senior Vice President of Fidelity Financial Advisor Solutions.</R>

Anthony Castella, Controller (2010 - present), is Vice President of FMR LLC.

<R> During the twelve months ended September 30, 2012, the officers of the Sponsor received no compensation from the Sponsor for their services to the Sponsor. All officers and employees of the Sponsor are currently covered by a broker's blanket bond in the amount of $100,000,000.</R>

The Sponsor is an affiliate of FMR, both of which are wholly-owned subsidiaries of FMR LLC. The Sponsor is principal underwriter for other Fidelity funds whose shares are offered for sale to the public and is sponsor for other unit investment trusts for accumulation of shares of certain other Fidelity funds. FMR is adviser to the funds in the Fidelity family of funds.

<R> The voting common shares of FMR LLC are divided into two series. Series B is held predominantly by members of the Edward C. Johnson 3d and Abigail P. Johnson family, directly or through trust and limited liability companies, and is entitled to 49% of the vote on any matter acted upon by the voting common shares. Series A is held predominantly by non-Johnson family member employees of FMR LLC and its affiliates and is entitled to 51% of the vote on any such matter. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B shares will be voted in accordance with the majority vote of Series B shares. Under the 1940 Act, control of a company is presumed where one individual or group of individuals owns more than 25% of the voting securities of that company. Therefore, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the 1940 Act, to form a controlling group with respect to FMR LLC.</R>

<R> Mr. Johnson is a member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006 - 2007).</R>

<R> Ms. Abigail P. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Ms. Johnson serves as President of Fidelity Financial Services (2012 - present) and President of Personal, Workplace and Institutional Services (2005 - present). Ms. Johnson is Chairman and Director of FMR Co., Inc. (2011 - present), Chairman and Director of FMR (2011 - present), and the Vice Chairman and Director (2007 - present) of FMR LLC. Previously, Ms. Johnson served as President and a Director of FMR (2001 - 2005), a Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc., and FMR Co., Inc. (2001 - 2005), Senior Vice President of the Fidelity funds (2001 - 2005), and managed a number of Fidelity funds. </R>

ILLUSTRATIONS OF HYPOTHETICAL DESTINY PLANS II: N

DESTINY PLANS II: N

ILLUSTRATION OF A HYPOTHETICAL 15 YEAR ($50 MONTHLY) PLAN

<R> The table below assumes an initial investment of $50 and subsequent investments of $50 per month in a 15 year Plan with income, dividends and capital gain distributions reinvested in additional shares. The illustration includes the effect of expenses paid by Class A. No adjustments have been made for any income taxes payable by investors on capital gain distributions and dividends reinvested. The table covers the period from October 1997 through September 2012, with all investments made at the end of each month.</R>

This period was one of widely fluctuating common stock prices. The results shown are based on historical performance and should not be considered a representation of the investment results you would obtain if you started a new Plan today. Your Plan does not assure a profit or protect against a loss. When you sell your shares they may be worth more or less than you paid for them.

Investment No.			Fiscal Year Ended		Cumulative Investments	Creation and Sales Charges(A)	Net Investment	Total Value of Plan(B)
1	-	12	Sept-98		$ 600.00	$ 300.00	$ 300.00	$ 292.32
13	-	24	Sept-99		1,200.00	0.00	900.00	985.72
25	-	36	Sept-00		1,800.00	0.00	1,500.00	1,788.62
37	-	48	Sept-01		2,400.00	0.00	2,100.00	1,794.38
49	-	60	Sept-02		3,000.00	0.00	2,700.00	1,985.25
61	-	72	Sept-03		3,600.00	0.00	3,300.00	3,001.65
73	-	84	Sept-04		4,200.00	0.00	3,900.00	3,918.70
85	-	96	Sept-05		4,800.00	0.00	4,500.00	4,892.57
97	-	108	Sept-06		5,400.00	0.00	5,100.00	6,052.57
109	-	120	Sept-07		6,000.00	0.00	5,700.00	7,852.86
121	-	132	Sept-08		6,600.00	0.00	6,300.00	6,566.20
133	-	144	Sept-09		7,200.00	0.00	6,900.00	6,689.63
145	-	156	Sept-10		7,800.00	0.00	7,500.00	8,061.45
157	-	168	Sept-11		8,400.00	0.00	8,100.00	8,746.73
169	-	180	Sept-12		9,000.00	0.00	8,700.00	11,589.14
				TOTAL	$ 9,000.00	$ 300.00	$ 8,700.00	$ 11,589.14

^(A) Under the terms of this Plan out of an initial investment of $50, $25 is deducted as a sales charge from the initial investment and from each of the next 11 investments for a total charge of $300. If all 180 payments in the 15 year plan are made, total sales charges will amount to 3.33% of the total investment in the Plan.

^(B) The Plan commenced operations on April 30, 1999. Total Returns prior to that date are based on historical results for Class O shares of the Fund, restated to reflect the higher 12b-1 and transfer agent expenses applicable to Class A shares of the Fund. Total Value is determined by the Fund's fiscal year-end NAV.

DESTINY PLANS II: N

ILLUSTRATION OF A HYPOTHETICAL 15 YEAR ($250 MONTHLY) PLAN

<R> The table below assumes an initial investment of $250 and subsequent investments of $250 per month in a 15 year Plan with income, dividends and capital gain distributions reinvested in additional shares. The illustration includes the effect of expenses paid by Class A. No adjustments have been made for any income taxes payable by investors on capital gain distributions and dividends reinvested. The table covers the period from October 1997 through September 2012, with all investments made at the end of each month.</R>

This period was one of widely fluctuating common stock prices. The results shown are based on historical performance and should not be considered a representation of the investment results you would obtain if you started a new Plan today. Your Plan does not assure a profit or protect against a loss. When you sell your shares they may be worth more or less than you paid for them.

Investment No.			Fiscal Year Ended		Cumulative Investments	Creation and Sales Charges(A)	Net Investment	Total Value of Plan(B)
1	-	12	Sept-98		$ 3,000.00	$ 1,500.00	$ 1,500.00	$ 1,461.62
13	-	24	Sept-99		6,000.00	0.00	4,500.00	4,928.61
25	-	36	Sept-00		9,000.00	0.00	7,500.00	8,943.09
37	-	48	Sept-01		12,000.00	0.00	10,500.00	8,971.88
49	-	60	Sept-02		15,000.00	0.00	13,500.00	9,926.24
61	-	72	Sept-03		18,000.00	0.00	16,500.00	15,008.27
73	-	84	Sept-04		21,000.00	0.00	19,500.00	19,593.50
85	-	96	Sept-05		24,000.00	0.00	22,500.00	24,462.85
97	-	108	Sept-06		27,000.00	0.00	25,500.00	30,262.87
109	-	120	Sept-07		30,000.00	0.00	28,500.00	39,264.29
121	-	132	Sept-08		33,000.00	0.00	31,500.00	32,830.98
133	-	144	Sept-09		36,000.00	0.00	34,500.00	33,448.17
145	-	156	Sept-10		39,000.00	0.00	37,500.00	40,307.26
157	-	168	Sept-11		42,000.00	0.00	40,500.00	43,733.67
169	-	180	Sept-12		45,000.00	0.00	43,500.00	57,945.71
				TOTAL	$ 45,000.00	$ 1,500.00	$ 43,500.00	$ 57,945.71

^(A) Under the terms of this Plan out of an initial investment of $250, $125 is deducted as a sales charge from the initial investment and from each of the next 11 investments for a total charge of $1,500. If all 180 payments in the 15 year plan are made, total sales charges will amount to 3.33% of the total investment in the Plan.

^(B) The Plan commenced operations on April 30, 1999. Total Returns prior to that date are based on historical results for Class O shares of the Fund, restated to reflect the higher 12b-1 and transfer agent expenses applicable to Class A shares of the Fund. Total Value is determined by the Fund's fiscal year-end NAV.

DESTINY PLANS II: N

ILLUSTRATION OF A HYPOTHETICAL 10 YEAR ($50 MONTHLY) PLAN

<R> The table below assumes an initial investment of $50 and subsequent investments of $50 per month in a 10 year Plan with income, dividends and capital gain distributions reinvested in additional shares. The illustration includes the effect of expenses paid by Class A. No adjustments have been made for any income taxes payable by investors on capital gain distributions and dividends reinvested. The table covers the period from October 2002 through September 2012, with all investments made at the end of each month.</R>

This period was one of widely fluctuating common stock prices. The results shown are based on historical performance and should not be considered a representation of the investment results you would obtain if you started a new Plan today. Your Plan does not assure a profit or protect against a loss. When you sell your shares they may be worth more or less than you paid for them.

Investment No.			Fiscal Year Ended		Cumulative Investments	Annual Sales Charges(A)	Net Investments	Total Value of Plan(B)
1	-	12	Sept-03		$ 600.00	$ 300.00	$ 300.00	$ 316.60
13	-	24	Sept-04		1,200.00	0.00	900.00	959.83
25	-	36	Sept-05		1,800.00	0.00	1,500.00	1,671.58
37	-	48	Sept-06		2,400.00	0.00	2,100.00	2,483.41
49	-	60	Sept-07		3,000.00	0.00	2,700.00	3,609.04
61	-	72	Sept-08		3,600.00	0.00	3,300.00	3,286.83
73	-	84	Sept-09		4,200.00	0.00	3,900.00	3,711.15
85	-	96	Sept-10		4,800.00	0.00	4,500.00	4,757.20
97	-	108	Sept-11		5,400.00	0.00	5,100.00	5,379.24
109	-	120	Sept-12		6,000.00	0.00	5,700.00	7,377.74
				TOTAL	$ 6,000.00	$ 300.00	$ 5,700.00	$ 7,377.74

^(A) Under the terms of this Plan out of an initial investment of $50, $25 is deducted as a sales charge from the initial investment and from each of the next 11 investments for a total charge of $300. If all 120 payments in the 10 year plan are made, total sales charges will amount to 5.00% of the total investment in the Plan.

<R>^(B) Total Value is determined by the Fund's fiscal year-end NAV. </R>

DESTINY PLANS II: N

ILLUSTRATION OF A HYPOTHETICAL 10 YEAR ($250 MONTHLY) PLAN

<R> The table below assumes an initial investment of $250 and subsequent investments of $250 per month in a 10 year Plan with income, dividends and capital gain distributions reinvested in additional shares. The illustration includes the effect of expenses paid by Class A. No adjustments have been made for any income taxes payable by investors on capital gain distributions and dividends reinvested. The table covers the period from October 2002 through September 2012, with all investments made at the end of each month.</R>

This period was one of widely fluctuating common stock prices. The results shown are based on historical performance and should not be considered a representation of the investment results you would obtain if you started a new Plan today. Your Plan does not assure a profit or protect against a loss. When you sell your shares they may be worth more or less than you paid for them.

Investment No.			Fiscal Year Ended		Cumulative Investments	Annual Sales Charges(A)	Net Investments	Total Value of Plan(B)
1	-	12	Sept-03		$ 3,000.00	$ 1,500.00	$ 1,500.00	$ 1,583.01
13	-	24	Sept-04		6,000.00	0.00	4,500.00	4,799.16
25	-	36	Sept-05		9,000.00	0.00	7,500.00	8,357.92
37	-	48	Sept-06		12,000.00	0.00	10,500.00	12,417.04
49	-	60	Sept-07		15,000.00	0.00	13,500.00	18,045.22
61	-	72	Sept-08		18,000.00	0.00	16,500.00	16,434.17
73	-	84	Sept-09		21,000.00	0.00	19,500.00	18,555.77
85	-	96	Sept-10		24,000.00	0.00	22,500.00	23,786.01
97	-	108	Sept-11		27,000.00	0.00	25,500.00	26,896.19
109	-	120	Sept-12		30,000.00	0.00	28,500.00	36,888.70
				TOTAL	$ 30,000.00	$ 1,500.00	$ 28,500.00	$ 36,888.70

^(A) Under the terms of this Plan out of an initial investment of $250, $125 is deducted as a sales charge from the initial investment and from each of the next 11 investments for a total charge of $1,500. If all 120 payments in the 10 year plan are made, total sales charges will amount to 5.00% of the total investment in the Plan.

<R>^(B) Total Value is determined by the Fund's fiscal year-end NAV. </R>

GLOSSARY

Completed Plan: A Plan is complete once the Face Amount of the Plan has been invested.

Contractual Plan: A type of capital accumulation plan in which the investor makes a firm commitment to invest a specific amount of money in a fund during a specified time period.

Current Plan: A plan in which there are at least as many investments recorded as there are months elapsed since establishment of the plan. A Completed Plan that has not been redeemed is a Current Plan. Tax-advantaged retirement plans are Current Plans.

Dollar-Cost Averaging: A system of buying fixed dollar amounts of securities at regular intervals, regardless of the price of the shares. This method may result in an average cost that is lower than the average price at which the securities were purchased because an investment of a fixed dollar amount buys more shares when the share price is low and fewer shares when the share price is high.

Face Amount: The total dollar amount of investments needed to complete a particular plan. For example, a $300 per month, 15 year plan would have a Face Amount of $54,000.

Face Change: Increasing or decreasing the dollar amount needed to complete a particular plan is known as a Face Change.

Mutual Fund: An investment company that pools capital from shareholders and invests in stocks, bonds, options, or other securities. Mutual funds offer investors the advantages of diversification and professional management.

Rights of Accumulation: The right to reduce the Creation and Sales Charges paid on two or more Plans based on the total Face Amount of the Plans.

Systematic Investment Plan or Periodic Payment Plan: An investment program in which an investor invests a specified amount of money in a fund at regular intervals. A Contractual Plan is a special type of systematic investment plan.

Unit Investment Trust (UIT): An investment company that has its own portfolio of securities in which it invests. It sells interests in this portfolio in the form of redeemable securities. Unit investment trusts are organized under a trust indenture or custodian agreement, not a corporate charter.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Directors of Fidelity Distributors Corporation and Investors under Fidelity Systematic Investment Plans: Destiny Plans II: N:

<R>In our opinion, the accompanying statement of assets and liabilities and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Systematic Investment Plans: Destiny Plans II: N (the "Plan") at September 30, 2012, and the results of its operations and the changes in its net assets for each of the three years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at September 30, 2012 by correspondence with the transfer agent of the underlying Fund, provide a reasonable basis for our opinion.</R>

<R>PricewaterhouseCoopers LLP
Boston, Massachusetts
November 20, 2012</R>

Fidelity Systematic Investment Plans: Destiny Plans II: N
Financial Statements

Statement of Assets and Liabilities
September 30, 2012

<R>Assets:		</R>
<R>Securities of investment company:		</R>
<R> 26,937,990 Class A shares of Fidelity Advisor Capital Development Fund held for investors, valued at net asset value of $11.74 per share (Note 1) (average cost $283,212,472)		$ 316,252,000</R>
<R>Cash		4,333</R>
<R>Receivable for Class A Fidelity Advisor Capital Development Fund shares sold		126,057</R>
<R> Total assets		$ 316,382,390</R>
<R>Liabilities:		</R>
<R>Payable for Class A Fidelity Advisor Capital Development Fund shares purchased	$ 4,333	</R>
<R>Payable to planholders for Class A of Fidelity Advisor Capital Development Fund shares sold	126,057	</R>
<R>Payable to custodian, sponsor and broker/dealer (Note 3)	278,009	</R>
<R> Total liabilities		408,399</R>
<R>Net Assets (Note 2) (equivalent to $11.73 per share)		$ 315,973,991</R>

Statements of Operations

<R>	Year Ended September 30, 2012	Year Ended September 30, 2011	Year Ended September 30, 2010</R>
<R>Investment Income:			</R>
<R>Distributions received on Class A shares of Fidelity Advisor Capital Development Fund from net investment income	$ 783,936	$ 452,795	$ 1,644,107</R>
<R>Expenses (Note 3):			</R>
<R>Account fees	414,507	452,629	516,593</R>
<R>Net investment income (loss)	369,429	166	1,127,514</R>
<R>Realized and Unrealized Gain/(Loss) on Investments:			</R>
<R>Complete and partial investment liquidations:			</R>
<R> Proceeds received (Note 3)	48,137,848	67,974,379	139,240,006</R>
<R> Cost of Fidelity Advisor Capital Development Fund: A shares	(47,028,566)	(67,419,064)	(166,082,241)</R>
<R>Net realized gain/(loss) on investment liquidations	1,109,282	555,315	(26,842,235)</R>
<R>Net change in unrealized appreciation (depreciation)	64,953,392	9,231,618	60,703,949</R>
<R>Net realized and unrealized gain/(loss) on investments	66,062,674	9,786,933	33,861,714</R>
<R>Distributions received on Class A shares of Fidelity Advisor Capital Development Fund from net realized gains on investments	232,277	161,712	210,781</R>
<R>Net increase/(decrease) in net assets resulting from operations	$ 66,664,380	$ 9,948,811	$ 35,200,009</R>

The accompanying notes are an integral part of the financial statements.

Destiny Plans II: N - Financial Statements - continued

Statements of Changes in Net Assets Invested in Class A Shares of Fidelity Advisor Capital Development Fund

	Year Ended September 30, 2012		Year Ended September 30, 2011		Year Ended September 30, 2010
	Amount	Shares	Amount	Shares	Amount	Shares
<R>Net assets at beginning of period	$ 275,919,897	29,322,377	$ 306,667,178	33,152,345	$ 371,850,587	44,367,543</R>
<R>Additions during period:						</R>
<R> From investor payments	21,300,568		27,016,183		38,507,639	</R>
<R>Less: Creation and Sales Charges (Note 3)	(4,904)		(6,923)		(8,905)	</R>
<R> Balance invested in Fidelity Advisor Capital Development Fund: Class A shares	21,295,664	2,008,109	27,009,260	2,546,828	38,498,734	4,410,254</R>
<R>Net investment income (loss)	369,429		166		1,127,514	</R>
<R>Distributions received on Class A shares of Fidelity Advisor Capital Development Fund for net realized gains on investments	232,277		161,712		210,781	</R>
<R>Less: Cash distributions to investors	(1,543)		(1,311)		(6,250)	</R>
<R> Balance reinvested/(divested) in Fidelity Advisor Capital Development Fund: Class A shares	600,163	80,665	160,567	38,947	1,332,045	190,243</R>
<R>Net realized gain/(loss) on investment liquidations	1,109,282		555,315		(26,842,235)	</R>
<R>Net change in unrealized appreciation (depreciation)	64,953,392		9,231,618		60,703,949	</R>
<R> Total	363,878,398	31,411,151	343,623,938	35,738,120	445,543,080	48,968,040</R>
<R>Deductions during period:						</R>
<R> Redemptions and cancellations of Fidelity Advisor Capital Development Fund: Class A shares paid to investors (Note 3)	(47,904,407)	(4,473,161)	(67,704,041)	(6,415,743)	(138,875,902)	(15,815,695)</R>
<R>Net assets at end of period	$ 315,973,991	26,937,990	$ 275,919,897	29,322,377	$ 306,667,178	33,152,345</R>

Destiny Plans II: N - Financial Highlights

	Year ended September 30, 2012	Year ended September 30, 2011	Year ended September 30, 2010	Year ended September 30, 2009	Year Ended September 30, 2008
Selected Per-Share Data (Note 1)
Net asset value, beginning of period	$ 9.41	$ 9.25	$ 8.38	$ 9.31	$ 14.03
Income (loss) from Investment Operations:
Net investment income (loss)A	0.01	0.00	0.03	0.04	0.04
Net realized and unrealized gain (loss)	2.35	0.18	0.89	(0.91)	(2.79)
Total from investment operations	2.36	0.18	0.92	(0.87)	(2.75)
Less Distributions from:
Net investment income	(0.03)	(0.01)	(0.04)	(0.05)	(0.06)
Net realized gains	(0.01)	(0.01)	(0.01)	(0.01)	(1.91)
Total Distributions	(0.04)	(0.02)	(0.05)	(0.06)	(1.97)
Net asset value, end of period	$ 11.73	$ 9.41	$ 9.25	$ 8.38	$ 9.31
Total Return	25.09%	1.92%	10.82%	(9.21%)	(22.75%)
Ratios to Average Net Assets
ExpensesB	0.14%	0.14%	0.16%	0.19%	0.13%
Net investment income (loss)	0.12%	0.00%	0.34%	0.54%	0.34%

^ACalculated based on average shares outstanding during the period.

^BExpenses of the underlying Fund are not included in the Plan's expense ratio.

The accompanying notes are an integral part of the financial statements.

Notes to Financial Statements

1. Significant Accounting Policies: The Plan is a unit investment trust registered under the Investment Company Act of 1940, as amended, with the Securities and Exchange Commission, investing only in the Class A shares of Fidelity Advisor Capital Development Fund (the "Fund"). Accordingly, the financial statements of the Fund, not included in this report, should be read in conjunction with the Plan's financial statements. The semi-annual and annual financial statements of the Fund are distributed to Planholders. Destiny Plans II: N is for the accumulation of Class A shares of the Fund. Destiny Plans II: N was closed to new investors on October 27, 2006.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America for unit investment trusts which permit management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. These financial statements present an aggregate view of the individual Planholders' results of operations and financial position and accordingly, the reported net asset value per share and selected financial highlights may differ significantly from the Planholders' actual results due primarily to the timing of entry into the Plan and the varying face amounts of the Planholders' certificates. Events or transactions occurring after period end through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Plans:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Plan categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels shown below.

Level 1 - Quoted prices in active markets for identical investments

Level 2 - Other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - Unobservable inputs (including the Plan's own assumptions based on the best information available)

Valuation techniques used to value the Plan's investments by major category are as follows. Investments in the underlying Fund are valued at its closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

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

Federal Income Taxes. No provisions are made for federal income taxes. All income dividends and capital gain distributions received by Planholders are treated as if received directly from the underlying Fund. A Planholder will not realize any gain or loss upon withdrawal from the Plans when transferring to an account for direct ownership of the underlying Fund shares. Any liquidation by a Planholder of the Plan will be treated as if the underlying Fund shares were sold.

The Plan is subject to the provisions of ASC 740 Income Taxes. ASC 740 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. ASC 740 does not result in any unrecognized tax benefits in the accompanying financial statements.

Transaction Dates. Fund share transactions are recorded on the trade date. Dividend income and capital gain distributions are recorded on the ex-dividend date.

Cost Method. The investment in Class A shares of the Fund at cost is based on average cost.

Notes to Financial Statements - continued

2. Plan Assets

Destiny Plans II: N assets consisted of the following at September 30, 2012:

	Systematic Investment Plans
Net payments received from investors on outstanding Plans	$ 254,782,776
Deduct:
Creation and Sales Charges	(13,878,387)
Net payments invested in Class A shares of Fidelity Advisor Capital Development Fund	240,904,389
Add:
Distributions from net investment income reinvested	5,297,707
Distributions from realized gains reinvested	37,010,376
Deduct:
Unrealized appreciation/(depreciation) in Fidelity Advisor Capital Development Fund: Class A shares held at September 30, 2012	33,039,528
Fees payable	(278,009)
Net assets	$ 315,973,991

3. Expenses, Deductions and Transactions with Affiliates:

Creation and Sales Charges

Fidelity Distributors Corporation, a wholly owned subsidiary of FMR LLC and sponsor of Fidelity Systematic Investment Plans, received Creation and Sales Charges from investments into the Plans. A portion of these sales charges are reallowed to financial intermediaries. Fidelity Distributors Corporation retained approximately $0, $0, and $0 as its portion of the Creation and Sales Charges on sales of Destiny Plans II: N during the years ended September 30, 2012, 2011, and 2010, respectively.

Creation and Sales Charges are also assessed on any changes in the face amount of a Plan. These Creation and Sales Charges may be paid by liquidating shares of the Plan and are included within the redemption proceeds reflected within the financial statements. For the years ended September 30, 2012, 2011, 2010, the charges were $0, $0, and $0, for Destiny Plans II: N, respectively.

Account Fees

The Plan was charged additional account fees for certain services provided by the Custodian as described below. The Custodian deducts these fees from the Planholder's account. The fees may be paid out of principal from the proceeds of the sale of Fund shares in the Planholder's account. With respect to the Completed Plan Fee and the Inactive Account Fee, the fees are paid first from dividends and distributions.

Completed Plan and Inactive Account Fees: An annual fee of $12 is charged if Planholders completed their Plan but did not elect to hold Class A shares of the Fund directly or did not complete their Plan and the Plan is not current. For the years ended September 30, 2012, 2011, and 2010, account fees of $194,332, $202,852, and $205,240, were charged to planholders of Destiny Plans II: N, respectively.

Fidelity Destiny IRA Maintenance Fee: If a Planholder has a Fidelity Destiny IRA, the Planholder is charged an annual $10 maintenance fee. For the years ended September 30, 2012, 2011, and 2010, account fees of $220,175, $249,777, and $311,353 were charged to Planholders of Destiny Plans II: N, respectively.

Fund Transactions

As more fully described in the financial statements of the underlying Fund, affiliates of the sponsor earn fees for services provided to the Fund.

Notes to Financial Statements - continued

4. Other Matters

Effective October 27, 2006, the Military Personnel Financial Services Protection Act (the "Act") prohibits the issuance or sale of new periodic payment plans, such as the Destiny Plans. The Act does not alter, invalidate, or otherwise affect any rights or obligations, including rights of redemption, of existing Planholders.

The Plan does not invest in Fidelity Advisor Capital Development Fund for the purpose of exercising management or control; however, investments by the Plan within its principal investment strategies may represent a significant portion of Fidelity Advisor Capital Development Fund's net assets. For the year ended September 30, 2012, the Plan was the owner of record of 12% of the total net assets of Fidelity Advisor Capital Development Fund.

REPORT OF INDEPENDENT AUDITORS

To the Stockholder of Fidelity Distributors Corporation

In our opinion, the accompanying statement of financial condition presents fairly, in all material respects, the financial position of Fidelity Distributors Corporation (the "Company") in conformity with accounting principles generally accepted in the United States of America. This financial statement is the responsibility of the Company's management; our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit of this statement in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the statement of financial condition is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of financial condition, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit of the statement of financial condition provides a reasonable basis for our opinion.

<R>PricewaterhouseCoopers LLP
February 27, 2012</R>

FIDELITY DISTRIBUTORS CORPORATION

<R>STATEMENT OF FINANCIAL CONDITION
AS OF December 31, 2011
(Dollars in thousands, except share data)

ASSETS

Securities owned, at fair value	$ 122,448
Receivables:
Brokers and dealers	123,065
Mutual funds	207,772
<R> Total Receivables	330,837</R>
Deferred dealers concessions, net	25,612
Other assets	120
Total Assets	$ 479,017

LIABILITIES

Payables:
Brokers and dealers	$ 239,976
Mutual funds	123,049
Total Liabilities	363,025

COMMITMENTS AND CONTINGENCIES (Note D)

STOCKHOLDER'S EQUITY

Preferred stock, 5% non cumulative, $100 par value; authorized 5,000 shares; 4,750 shares issued and outstanding	475
Common stock, $1 par value; authorized 1,000,000 shares; 1,061 shares issued and outstanding	1
Additional paid-in capital	129,956
<R>Total Stockholder's Equity	130,432</R>
Less: Net Receivable from FMR	(14,440)
Total Stockholder's Equity, net	115,992
Total Liabilities and Stockholder's Equity	$ 479,017

The accompanying notes are an integral part of the statement of financial condition.

FIDELITY DISTRIBUTORS CORPORATION
DECEMBER 31, 2011

NOTES TO STATEMENT OF FINANCIAL CONDITION
(Dollars in thousands)

A. Organization:

<R>Fidelity Distributors Corporation (the "Company") is a registered broker-dealer with the Securities and Exchange Commission and a member of the Financial Industry Regulatory Authority. The Company is a wholly owned subsidiary of FMR LLC ("FMR"). The Company is the principal underwriter and distributor of the Fidelity mutual funds managed by Fidelity Management & Research Company ("FMR Co."), an affiliate and registered investment advisor under the Securities and Exchange Commission Investment Advisers Act of 1940. The Company is also the sponsor of the Fidelity Destiny plans.</R>

The Company generates substantially all of its revenue by providing services to FMR Co. Fees for such services are based on costs incurred plus a mark-up. The remainder of the Company's revenue is generated by mutual fund distribution fees from the Fidelity mutual funds. This revenue is asset based and, as a result, the Company's revenues may fluctuate based on the performance of financial markets.

B. Summary of Significant Accounting Policies:

Basis of Presentation and Use of Estimates

The preparation of the statement of financial condition in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. Actual results could differ from the estimates included in the statement of financial condition.

Cash

<R>For the purposes of reporting cash in the statement of financial condition, the Company defines cash as cash on hand, demand deposits, and time deposits with maturities less than 60 days. The Company's policy is to invest excess cash into money market funds which are classified as securities owned, at fair value, in the statement of financial condition.</R>

Receivables from and Payables to Brokers and Dealers and Mutual Funds

<R>Included in the receivables from brokers and dealers and mutual funds are mutual funds' purchase and redemption trades, measured at transaction value, that are unsettled at December 31, 2011. Also included in the receivables from mutual funds are distribution fees from Fidelity mutual funds.</R>

<R>Included in the payables to brokers and dealers and mutual funds are mutual funds' purchase and redemption trades, measured at transaction value, that are unsettled at December 31, 2011. Also included in the payables to brokers and dealers are payments due to third party intermediaries for distribution fees.</R>

Fair Value Measurements

<R>The Company categorizes the financial assets and liabilities carried at fair value in its statement of financial condition based upon a three-level valuation hierarchy. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable valuation inputs (Level 3). If the inputs used to measure a financial asset or liability cross different levels of the hierarchy, categorization is based on the lowest level input that is significant to the fair value measurement. Management's assessment of the significance of a particular input to the overall fair value measurement of a financial asset or liability requires judgment, and considers factors specific to the asset or liability. The three levels are described below:</R>

<R> Level 1 - Financial assets and liabilities whose values are based on unadjusted quoted prices for identical assets and liabilities in an active market.</R>

Level 2 - Financial assets and liabilities whose values are based on quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3 - Financial assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable in the market and significant to the overall fair value measurement. These inputs reflect management's judgment about the assumptions that a market participant would use in pricing the asset or liability, and are based on the best available information, some of which is internally developed.

FIDELITY DISTRIBUTORS CORPORATION
DECEMBER 31, 2011

NOTES TO STATEMENT OF FINANCIAL CONDITION (continued)
(Dollars in thousands)

B. Summary of Significant Accounting Policies, continued:

Deferred Dealers Concessions

<R>Deferred dealers concessions include sales commissions paid to financial intermediaries in connection with the sale of certain Fidelity mutual funds which are deferred and amortized on a straight-line basis, over periods generally ranging from one to five years. In the event that the underlying mutual fund shares to which the deferred sale charge unit relates are redeemed earlier than the estimated life, the unamortized balance is fully charged against income.</R>

Deferred dealers concessions of $25,612 are reported net of accumulated amortization of $104,754 as of December 31, 2011. The amount of deferred dealer's concessions was reviewed for impairment and no such impairment was noted at December 31, 2011.

Income Taxes

<R>The Company is allocated by FMR a portion of FMR's income tax provision as if it were filing tax returns on a separate company basis. Deferred income taxes are allocated to the Company by FMR LLC as a result of differences in the recognition of revenue and expense for tax and financial reporting purposes. At December 31, 2011, the Company's net deferred tax assets were $607 and are included in the net receivable from FMR. The primary source of temporary differences which comprise the net deferred tax asset is deferred compensation expense. FMR files state tax returns on a unitary/combined basis and the Company files certain state tax returns on a separate company basis.</R>

Recent Accounting Pronouncements

<R>Fair Value Measurements</R>

<R>In 2010, the Financial Accounting Standards Board (the "FASB") amended its standard on fair value measurements and disclosures to add new requirements for disclosures about significant transfers into and out of Levels 1 and 2 and gross presentation of activity within the Level 3 rollforward with separate disclosures about purchases, sales, issuances, and settlements. The amended standard also clarifies existing fair value disclosures about the level of disaggregation as well as inputs and valuation techniques used to measure fair value. The Company adopted this amended standard effective January 1, 2010, except for the gross presentation of the Level 3 rollforward, which the Company adopted effective January 1, 2011. Adoption of this amended standard did not have a material impact on the statement of financial condition.</R>

In May 2011, the FASB issued amended guidance regarding fair value measurements and disclosures. Although the amended guidance is largely consistent with existing fair value measurement principles under GAAP, some of the amendments could change how the fair value measurement guidance is applied. In addition, the existing disclosure requirements for fair value measurements have been expanded. The amended guidance is effective for the Company beginning January 1, 2012. The Company does not expect the adoption of this amended guidance to have a material impact on the statement of financial condition.

C. Securities Owned - at Fair Value:

Securities owned consist of shares held in a Fidelity money market mutual fund. Securities owned are measured at fair value on a recurring basis. The fair value of securities owned are determined using published net asset values, as applicable. At December 31, 2011, all of the Company's securities owned are measured at fair value and are classified as Level 1 within the fair value hierarchy. There were no transfers into or out of Level 1 of the fair value hierarchy during the year.

D. Commitments and Contingencies:

In the normal course of business, the Company enters into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Company's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Company or that have not yet occurred.

FIDELITY DISTRIBUTORS CORPORATION
DECEMBER 31, 2011

NOTES TO STATEMENT OF FINANCIAL CONDITION (continued)
(Dollars in thousands)

E. Stockholder's Equity:

During 2011, the Company declared and recorded non-cash dividends in the amount of $154,415 to FMR of which $2,336 was a return of additional paid-in capital. The total dividends recorded of $154,415 were settled via the intercompany account to FMR.

F. Income Taxes:

FMR is subject to flow-through tax treatment under Subchapter S of the Internal Revenue Code which generally allows taxable income, deductions and credits to flow directly to its shareholders but is subject to tax in certain state and international jurisdictions. The Company is also subject to taxation under the Subchapter S rules.

The Company files income tax returns both as part of the FMR U.S. federal and state income tax return filings as well as on a separate company basis. With limited exceptions, the FMR returns that include the Company's activity are no longer subject to federal tax examinations for years before 2006 or state and local examinations for years before 2003.

G. Net Capital Requirement:

The Company is subject to the Securities and Exchange Commission's Uniform Net Capital Rule 15c3-1 (the "Rule"). The Company has elected to utilize the alternate method permitted by the Rule which requires that minimum net capital, as defined, be the greater of $250 or 2% of aggregate debit items arising from customer transactions. At December 31, 2011, the Company had net capital of $58,705 of which $58,455 was in excess of its required net capital of $250.

H. Transactions with Affiliated Companies:

The Company is party to several arrangements with affiliated companies. Under the marketing and distribution services agreement, the Company charged FMR Co. for services provided to them during 2011 based on a cost or cost plus arrangement. In addition, the Company is charged for services provided by FMR and affiliated companies.

All intercompany transactions with FMR and affiliated companies are charged or credited through an intercompany account with FMR and may not be the same as those which would otherwise exist or result from agreements and transactions among unaffiliated third parties. The Company generally receives credit for the collection of its receivables and is charged for the settlement of its liabilities through its intercompany account with FMR. Under an agreement with FMR, the Company may offset assets and liabilities which will ultimately be settled by FMR on behalf of the Company against the Company's receivable from FMR. In accordance with the agreement, net liabilities of approximately $614 have been offset against the receivable from FMR.

I. Concentration of Credit Risk:

The Company is engaged in various mutual fund brokerage activities in which counterparties primarily include broker dealers and other financial institutions. In the event counterparties do not fulfill their obligations, the company may be exposed to risk.

J. Subsequent Events:

The Company has performed an evaluation of events that have occurred subsequent to December 31, 2011, and through February 27, 2012 (the date of the filing of this report). There have been no material subsequent events that occurred during such period that would require disclosure in this report or would be required to be recognized in the statement of financial condition as of December 31, 2011.

Fidelity^® Destiny^® Portfolios

Fidelity Advisor^® Capital Development Fund

Class/Ticker

A/FDTTX

Fidelity Systematic Investment Plans: Destiny Plans II: N (Destiny Plan), a unit investment trust, invests in shares of Class A of the fund. Details of the Destiny Plan, including the Creation and Sales Charges, are discussed in the prospectus for the Destiny Plan. On September 29, 2006, the President signed into law the Military Personnel Financial Services Protection Act (Act), which, among other things, prohibits the issuance or sale of new periodic payment plans, such as the Destiny Plan, effective October 27, 2006. The Act does not alter, invalidate, or otherwise affect any rights or obligations, including rights of redemption, of existing Planholders.

Prospectus

November 29, 2012

Contents

Fund Summary	(Click Here)	Fidelity Advisor® Capital Development Fund
Fund Basics	(Click Here)	Investment Details
	(Click Here)	Valuing Shares
Shareholder Information	(Click Here)	Additional Information about the Purchase and Sale of Shares
	(Click Here)	Exchanging Shares
	(Click Here)	Account Features and Policies
	(Click Here)	Dividends and Capital Gain Distributions
	(Click Here)	Tax Consequences
Fund Services	(Click Here)	Fund Management
	(Click Here)	Fund Distribution
Appendix	(Click Here)	Financial Highlights
	(Click Here)	Additional Information about the Index

Prospectus

Fund Summary

Fund/Class:
Fidelity Advisor^® Capital Development Fund/A

Investment Objective

The fund seeks capital growth.

Fee Table

The following table describes the fees and expenses that may be incurred when you buy, hold, or sell shares of the fund, but does not reflect the Destiny Plan Creation and Sales Charges.

Shareholder fees
(fees paid directly from your investment) None

Annual class operating expenses
(expenses that you pay each year as a % of the value of your investment)

Management fee	0.56%
Distribution and/or Service (12b-1) fees	0.25%
Other expenses	0.13%
Total annual operating expenses	0.94%

This example helps compare the cost of investing in the fund with the cost of investing in other mutual funds.

Let's say, hypothetically, that the annual return for shares of the fund is 5% and that your shareholder fees and the annual operating expenses for shares of the fund are exactly as described in the fee table. This example illustrates the effect of fees and expenses, but is not meant to suggest actual or expected fees and expenses or returns, all of which may vary. For every $10,000 you invested, here's how much you would pay in total expenses if you sell all of your shares at the end of each time period indicated:

1 year	$ 96
3 years	$ 300
5 years	$ 520
10 years	$ 1,155

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual operating expenses or in the example, affect the fund's performance. During the most recent fiscal year, the fund's portfolio turnover rate was 43% of the average value of its portfolio.

Principal Investment Strategies

• Normally investing primarily in common stocks.
• Investing in domestic and foreign issuers.
• Investing in either "growth" stocks or "value" stocks or both.
• Using fundamental analysis of factors such as each issuer's financial condition and industry position, as well as market and economic conditions, to select investments.

Principal Investment Risks

• Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market can react differently to these developments.
• Foreign Exposure. Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market.
• Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than, and can perform differently from, the market as a whole.

An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. You could lose money by investing in the fund.

Performance

The following information is intended to help you understand the risks of investing in the fund. The information illustrates the changes in the performance of the fund's shares from year to year and compares the performance of the fund's shares to the performance of a securities market index over various periods of time. The index description appears in the Additional Information about the Index section of the prospectus. The information also illustrates the performance of the Destiny Plan. Returns for the fund do not include the effect of the Destiny Plan Creation and Sales Charges. Returns for the fund would be lower if the effect of the Destiny Plan Creation and Sales Charges were included. The returns for the Destiny Plan do include the effect of the Destiny Plan Creation and Sales Charges. Past performance (before and after taxes) is not an indication of future performance.

Prospectus

Fund Summary - continued

Visit www.advisor.fidelity.com for updated return information.

Year-by-Year Returns

Calendar Years	2002	2003	2004	2005	2006	2007	2008	2009	2010	2011
	-16.11%	19.16%	9.93%	1.87%	13.46%	14.90%	-43.44%	28.25%	19.78%	-4.36%

During the periods shown in the chart:	Returns	Quarter ended
<R>Highest Quarter Return	18.50%	September 30, 2009</R>
<R>Lowest Quarter Return	-25.85%	December 31, 2008</R>
<R>Year-to-Date Return	17.87%	September 30, 2012</R>

Average Annual Returns - Fund

After-tax returns are calculated using the historical highest individual federal marginal income tax rates, but do not reflect the impact of state or local taxes. Actual after-tax returns may differ depending on your individual circumstances. The after-tax returns shown are not relevant if you hold your shares in a retirement account or in another tax-deferred arrangement. Return After Taxes on Distributions and Sale of Fund Shares may be higher than other returns for the same period due to a tax benefit of realizing a capital loss upon the sale of fund shares.

For the periods ended December 31, 2011	Past 1 year	Past 5 years	Past 10 years
Class A - Return Before Taxes	-4.36%	-0.92%	1.95%
Return After Taxes on Distributions	-4.42%	-1.59%	1.39%
Return After Taxes on Distributions and Sale of Fund Shares	-2.78%	-0.92%	1.55%
S&P 500® Index (reflects no deduction for fees, expenses, or taxes)	2.11%	-0.25%	2.92%

Average Annual Returns - Plan

The returns in the following table include the effect of the Destiny Plan Creation and Sales Charges for a $50/month, 15 year Destiny Plan. The returns assume an initial $600 lump sum investment at the beginning of each period shown, with no subsequent Destiny Plan investments in that year. Because the returns assume yearly lump sum investments, they do not reflect what investors would have earned if they had made only regular monthly investments over the period.

For the periods ended December 31, 2011	Past 1 year	Past 5 years	Past 10 years	Life of PlanA
Destiny Plans II: N	-52.18%	-2.99%	1.43%	0.27%

^A From April 30, 1999 (commencement of operations).

Investment Advisers

Fidelity Management & Research Company (FMR) is the fund's manager. FMR Co., Inc. (FMRC) and other investment advisers serve as sub-advisers for the fund.

Portfolio Manager(s)

Harlan Carere (portfolio manager) has managed the fund since November 2007.

Prospectus

Purchase and Sale of Shares

The fund has an agreement with Fidelity Distributors Corporation (FDC) under which the fund issues shares at net asset value per share (NAV) to State Street Bank and Trust Company (State Street) as Custodian for the Destiny Plan. Generally, State Street will hold all shares of the fund unless a Planholder elects to hold fund shares directly after completing, terminating, or partially redeeming the Destiny Plan. The terms of the offering of the Destiny Plan are contained in the Destiny Plan's prospectus. A Planholder who elects to hold fund shares directly after completing, terminating, or partially redeeming a Destiny Plan and wishes to make additional investments in Class A shares should call an investment professional or Fidelity at 1-877-208-0098 to receive the appropriate prospectus.

You may sell Class A shares of the fund through an investment professional. You may sell shares in various ways:

Phone To reach a Fidelity representative: Nationally (toll-free) 1-877-208-0098 In Alaska or Overseas (call collect) 1-617-330-3183
Mail
Redemptions:
Fidelity Investments P.O. Box 770002 Cincinnati, OH 45277-0081	Overnight Express: Fidelity Investments 100 Crosby Parkway Covington, KY 41015

The price to buy one share of Class A is its NAV. Your shares will be bought at the NAV next calculated after your order is received in proper form.

The following discussion relates only to those investors who hold shares of the fund directly. The price to sell one share of Class A is its NAV. Your shares will be sold at the NAV next calculated after your order is received in proper form.

The fund is open for business each day the New York Stock Exchange (NYSE) is open.

There is no purchase minimum for Class A shares.

Tax Information

Distributions you receive from the fund are subject to federal income tax and generally will be taxed as ordinary income or capital gains, and may also be subject to state or local taxes, unless you are investing through a tax-advantaged retirement account (in which case you may be taxed later, upon withdrawal of your investment from such account).

Payments to Broker-Dealers and Other Financial Intermediaries

The fund, FMR, FDC, and/or their affiliates may pay intermediaries, including banks, broker-dealers, or other service-providers (who may be affiliated with FMR or FDC), for the sale of fund shares and related services. These payments may create a conflict of interest by influencing your intermediary and your investment professional to recommend the fund over another investment. Ask your investment professional or visit your intermediary's web site for more information.

Prospectus

Fund Basics

Investment Details

Investment Objective

The fund seeks capital growth.

Principal Investment Strategies

FMR normally invests the fund's assets primarily in common stocks.

FMR may invest the fund's assets in securities of foreign issuers in addition to securities of domestic issuers.

FMR is not constrained by any particular investment style. At any given time, FMR may tend to buy "growth" stocks or "value" stocks, or a combination of both types. In buying and selling securities for the fund, FMR relies on fundamental analysis, which involves a bottom-up assessment of a company's potential for success in light of factors including its financial condition, earnings outlook, strategy, management, industry position, and economic and market conditions.

In addition to the principal investment strategies discussed above, FMR may lend the fund's securities to broker-dealers or other institutions to earn income for the fund.

FMR may also use various techniques, such as buying and selling futures contracts and exchange traded funds, to increase or decrease the fund's exposure to changing security prices or other factors that affect security values.

If FMR's strategies do not work as intended, the fund may not achieve its objective.

Description of Principal Security Types

Equity securities represent an ownership interest, or the right to acquire an ownership interest, in an issuer. Different types of equity securities provide different voting and dividend rights and priority in the event of the bankruptcy of the issuer. Equity securities include common stocks, preferred stocks, convertible securities, and warrants.

Principal Investment Risks

Many factors affect the fund's performance. The fund's share price changes daily based on changes in market conditions and interest rates and in response to other economic, political, or financial developments. The fund's reaction to these developments will be affected by the types of securities in which the fund invests, the financial condition, industry and economic sector, and geographic location of an issuer, and the fund's level of investment in the securities of that issuer. When you sell your shares they may be worth more or less than what you paid for them, which means that you could lose money by investing in the fund.

The following factors can significantly affect the fund's performance:

Stock Market Volatility. The value of equity securities fluctuates in response to issuer, political, market, and economic developments. Fluctuations can be dramatic over the short as well as long term, and different parts of the market and different types of equity securities can react differently to these developments. For example, large cap stocks can react differently from small cap stocks, and "growth" stocks can react differently from "value" stocks. Issuer, political, or economic developments can affect a single issuer, issuers within an industry or economic sector or geographic region, or the market as a whole. Changes in the financial condition of a single issuer can impact the market as a whole. Terrorism and related geo-political risks have led, and may in the future lead, to increased short-term market volatility and may have adverse long-term effects on world economies and markets generally.

Foreign Exposure. Foreign securities, foreign currencies, and securities issued by U.S. entities with substantial foreign operations can involve additional risks relating to political, economic, or regulatory conditions in foreign countries. These risks include fluctuations in foreign currencies; withholding or other taxes; trading, settlement, custodial, and other operational risks; and the less stringent investor protection and disclosure standards of some foreign markets. All of these factors can make foreign investments, especially those in emerging markets, more volatile and potentially less liquid than U.S. investments. In addition, foreign markets can perform differently from the U.S. market.

Global economies and financial markets are becoming increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely impact issuers or providers in, or foreign exchange rates with, a different country or region.

Issuer-Specific Changes. Changes in the financial condition of an issuer or counterparty, changes in specific economic or political conditions that affect a particular type of security or issuer, and changes in general economic or political conditions can increase the risk of default by an issuer or counterparty, which can affect a security's or instrument's value. The value of securities of smaller, less well-known issuers can be more volatile than that of larger issuers.

In response to market, economic, political, or other conditions, FMR may temporarily use a different investment strategy for defensive purposes. If FMR does so, different factors could affect the fund's performance and the fund may not achieve its investment objective.

Fundamental Investment Policies

The following policy is fundamental, that is, subject to change only by shareholder approval:

The fund seeks capital growth.

Valuing Shares

The fund is open for business each day the NYSE is open.

A class's NAV is the value of a single share. Fidelity normally calculates the class's NAV as of the close of business of the NYSE, normally 4:00 p.m. Eastern time. The fund's assets normally are valued as of this time for the purpose of computing the class's NAV.

Prospectus

Fund Basics - continued

NAV is not calculated and the fund will not process purchase and redemption requests submitted on days when the fund is not open for business. The time at which shares are priced and until which purchase and redemption orders are accepted may be changed as permitted by the Securities and Exchange Commission (SEC).

To the extent that the fund's assets are traded in other markets on days when the fund is not open for business, the value of the fund's assets may be affected on those days. In addition, trading in some of the fund's assets may not occur on days when the fund is open for business.

Shares of open-end funds in which the fund may invest (referred to as underlying funds) are valued at their respective NAVs. The fund's NAV is calculated using the values of any underlying funds in which it invests. Other assets (as well as assets held by an underlying Fidelity non-money market fund) are valued primarily on the basis of market quotations, official closing prices, or information furnished by a pricing service. Certain short-term securities are valued on the basis of amortized cost. If market quotations, official closing prices, or information furnished by a pricing service are not readily available or, in FMR's opinion, are deemed unreliable for a security, then that security will be fair valued in good faith by FMR in accordance with applicable fair value pricing policies. For example, if, in FMR's opinion, a security's value has been materially affected by events occurring before the fund's pricing time but after the close of the exchange or market on which the security is principally traded, then that security will be fair valued in good faith by FMR in accordance with applicable fair value pricing policies. Fair value pricing will be used for high yield debt securities when available pricing information is determined to be stale or for other reasons not to accurately reflect fair value. Assets held by an underlying Fidelity money market fund are valued on the basis of amortized cost.

Arbitrage opportunities may exist when trading in a portfolio security or securities is halted and does not resume before a fund calculates its NAV. These arbitrage opportunities may enable short-term traders to dilute the NAV of long-term investors. Securities trading in overseas markets present time zone arbitrage opportunities when events affecting portfolio security values occur after the close of the overseas markets but prior to the close of the U.S. market. Fair valuation of a fund's portfolio securities can serve to reduce arbitrage opportunities available to short-term traders, but there is no assurance that fair value pricing policies will prevent dilution of a fund's NAV by short-term traders.

Although the fund has policies regarding excessive trading, these too may not be effective to prevent short-term NAV arbitrage trading, particularly in regard to omnibus accounts.

Fair value pricing is based on subjective judgments and it is possible that the fair value of a security may differ materially from the value that would be realized if the security were sold.

Prospectus

Shareholder Information

Additional Information about the Purchase and Sale of Shares

General Information

You may sell Class A shares of the fund through an investment professional. When you invest through an investment professional, the procedures for selling and exchanging Class A shares of the fund and the account features and policies may differ. Additional fees may also apply to your investment in Class A shares of the fund, including a transaction fee if you sell Class A shares of the fund through a broker or other investment professional.

Certain methods of contacting Fidelity, such as by telephone, may be unavailable or delayed (for example, during periods of unusual market activity).

Excessive Trading Policy

The fund may reject for any reason, or cancel as permitted or required by law, any purchase or exchange, including transactions deemed to represent excessive trading, at any time.

Excessive trading of fund shares can harm shareholders in various ways, including reducing the returns to long-term shareholders by increasing costs to the fund (such as brokerage commissions), disrupting portfolio management strategies, and diluting the value of the shares in cases in which fluctuations in markets are not fully priced into the fund's NAV.

The Board of Trustees has adopted policies designed to discourage excessive trading of fund shares. Excessive trading activity in the fund is measured by the number of roundtrip transactions in a shareholder's account and each class of a multiple class fund is treated separately. A roundtrip transaction occurs when a shareholder sells fund shares (including exchanges) within 30 days of the purchase date.

Shareholders with two or more roundtrip transactions in a single fund within a rolling 90-day period will be blocked from making additional purchases or exchange purchases of the fund for 85 days. Shareholders with four or more roundtrip transactions across all Fidelity funds within any rolling 12-month period will be blocked for at least 85 days from additional purchases or exchange purchases across all Fidelity funds. Any roundtrip within 12 months of the expiration of a multi-fund block will initiate another multi-fund block. Repeat offenders may be subject to long-term or permanent blocks on purchase or exchange purchase transactions in any account under the shareholder's control at any time. In addition to enforcing these roundtrip limitations, the fund may in its discretion restrict, reject, or cancel any purchases or exchanges that, in FMR's opinion, may be disruptive to the management of the fund or otherwise not be in the fund's interests.

Exceptions

Transactions initiated by Destiny Plans will not count toward the fund's roundtrip limits and are exempt from the fund's excessive trade monitoring policy.

The following transactions are exempt from the fund's excessive trading policy described above: (i) transactions of $1,000 or less, (ii) systematic withdrawal and/or contribution programs, (iii) mandatory retirement distributions, and (iv) transactions initiated by a plan sponsor or sponsors of certain employee benefit plans or other related accounts. In addition, the fund's excessive trading policy also does not apply to transactions initiated by the trustee or adviser to a donor-advised charitable gift fund, qualified fund of fund(s), or other strategy funds. A qualified fund of fund(s) is a mutual fund, qualified tuition program, or other strategy fund consisting of qualified plan assets that either applies the Fidelity fund's excessive trading policies to shareholders at the fund of fund(s) level, or demonstrates that the fund of fund(s) has an investment strategy coupled with policies designed to control frequent trading that are reasonably likely to be effective as determined by the Fidelity fund's Treasurer.

Omnibus Accounts

Omnibus accounts, in which shares are held in the name of an intermediary on behalf of multiple investors, are a common form of holding shares among retirement plans and financial intermediaries such as brokers, advisers, and third-party administrators. Individual trades in omnibus accounts are often not disclosed to the fund, making it difficult to determine whether a particular shareholder is engaging in excessive trading. Excessive trading in omnibus accounts is likely to go undetected by the fund and may increase costs to the fund and disrupt its portfolio management.

Under policies adopted by the Board of Trustees, intermediaries will be permitted to apply the fund's excessive trading policy (described above), or their own excessive trading policy if approved by FMR. In these cases, the fund will typically not request or receive individual account data but will rely on the intermediary to monitor trading activity in good faith in accordance with its or the fund's policies. Reliance on intermediaries increases the risk that excessive trading may go undetected. For other intermediaries, the fund will generally monitor trading activity at the omnibus account level to attempt to identify disruptive trades. The fund may request transaction information, as frequently as daily, from any intermediary at any time, and may apply the fund's policy to transactions that exceed thresholds established by the Board of Trustees. The fund may prohibit purchases of fund shares by an intermediary or by some or all of any intermediary's clients. There is no assurance that FMR will request data with sufficient frequency to detect or deter excessive trading in omnibus accounts effectively.

If you purchase or sell fund shares through a financial intermediary, you may wish to contact the intermediary to determine the policies applicable to your account.

Retirement Plans

For employer-sponsored retirement plans, only participant directed exchanges count toward the roundtrip limits. Employer-sponsored retirement plan participants whose activity triggers a purchase or exchange block will be permitted one trade every calendar quarter. In the event of a block, employer and participant contributions and loan repayments by the participant may still be invested in the fund.

Prospectus

Shareholder Information - continued

Qualified Wrap Programs

The fund will monitor aggregate trading activity of adviser transactions to attempt to identify excessive trading in qualified wrap programs, as defined below. Excessive trading by an adviser will lead to fund blocks and the wrap program will lose its qualified status. Adviser transactions will not be matched with client-directed transactions unless the wrap program ceases to be a qualified wrap program (but all client-directed transactions will be subject to the fund's excessive trading policy). A qualified wrap program is: (i) a program whose adviser certifies that it has investment discretion over $100 million or more in client assets invested in mutual funds at the time of the certification, (ii) a program in which the adviser directs transactions in the accounts participating in the program in concert with changes in a model portfolio, and (iii) managed by an adviser who agrees to give FMR sufficient information to permit FMR to identify the individual accounts in the wrap program.

Other Information about the Excessive Trading Policy

The fund reserves the right at any time to restrict purchases or exchanges or impose conditions that are more restrictive on excessive or disruptive trading than those stated in this prospectus. The fund's Treasurer is authorized to suspend the fund's policies during periods of severe market turbulence or national emergency. The fund reserves the right to modify its policies at any time without prior notice.

The fund does not knowingly accommodate frequent purchases and redemptions of fund shares by investors, except to the extent permitted by the policies described above.

As described in "Valuing Shares," the fund also uses fair value pricing to help reduce arbitrage opportunities available to short-term traders. There is no assurance that the fund's excessive trading policy will be effective, or will successfully detect or deter excessive or disruptive trading.

Buying Shares

The price to buy one share of Class A is its NAV. Class A shares are sold to the Destiny Plan without a sales charge.

Your shares will be bought at the NAV next calculated after your order is received in proper form.

The fund has authorized certain intermediaries to accept orders to buy shares on its behalf. When authorized intermediaries receive an order in proper form, the order is considered as being placed with the fund, and shares will be bought at the NAV next calculated after the order is received by the authorized intermediary. Orders by funds of funds for which FMR or an affiliate serves as investment manager will be treated as received by the fund at the same time that the corresponding orders are received in proper form by the funds of funds.

The fund may stop offering shares completely or may offer shares only on a limited basis, for a period of time or permanently.

Under applicable anti-money laundering regulations and other federal regulations, purchase orders may be suspended, restricted, or canceled and the monies may be withheld.

A Planholder who elects to hold fund shares directly after completing or terminating a Destiny Plan and wishes to make additional investments in Class A shares should call an investment professional or Fidelity at 1-877-208-0098 to receive the appropriate prospectus.

Selling Shares

The following discussion relates only to those investors who hold shares of the fund directly.

The price to sell one share of Class A is its NAV.

Your shares will be sold at the NAV next calculated after your order is received in proper form. Normally, redemptions will be processed by the next business day, but it may take up to seven days to pay the redemption proceeds if making immediate payment would adversely affect the fund.

It is the responsibility of your investment professional to transmit your order to sell shares to Fidelity before the close of business on the day you place your order.

The fund has authorized certain intermediaries to accept orders to sell shares on its behalf. When authorized intermediaries receive an order in proper form, the order is considered as being placed with the fund, and shares will be sold at the NAV next calculated after the order is received by the authorized intermediary. Orders by funds of funds for which FMR or an affiliate serves as investment manager will be treated as received by the fund at the same time that the corresponding orders are received in proper form by the funds of funds.

A signature guarantee is designed to protect you and Fidelity from fraud. Fidelity may require that your request be made in writing and include a signature guarantee in certain circumstances, such as:

• When you wish to sell more than $100,000 worth of shares;
• When the address on your account (record address) has changed within the last 15 days or you are requesting that a check be mailed to an address different than the record address;
• When you are requesting that redemption proceeds be paid to someone other than the account owner; or
• In certain situations when the redemption proceeds are being transferred to a Fidelity account with a different registration.

You should be able to obtain a signature guarantee from a bank, broker-dealer, credit union (if authorized under state law), securities exchange or association, clearing agency, or savings association. A notary public cannot provide a signature guarantee.

When you place an order to sell shares, note the following:

• Redemption proceeds (other than exchanges) may be delayed until money from prior purchases sufficient to cover your redemption has been received and collected.

Prospectus

• Redemptions may be suspended or payment dates postponed when the NYSE is closed (other than weekends or holidays), when trading on the NYSE is restricted, or as permitted by the SEC.
• Redemption proceeds may be paid in securities or other property rather than in cash if FMR determines it is in the best interests of the fund.
• You will not receive interest on amounts represented by uncashed redemption checks.
• Under applicable anti-money laundering regulations and other federal regulations, redemption requests may be suspended, restricted, canceled, or processed and the proceeds may be withheld.

Exchanging Shares

An exchange involves the redemption of all or a portion of the shares of one fund and the purchase of shares of another fund.

As a Class A shareholder, you have the privilege of exchanging Class A shares of the fund for the same class of shares of other Fidelity funds that offer Advisor classes of shares at NAV or for Daily Money Class shares of Treasury Fund, Prime Fund, or Tax-Exempt Fund. The exchange privilege is available only to those investors who hold shares of the fund directly.

Through your investment professional, you may also move between certain share classes of the same fund. For more information, see the statement of additional information (SAI) or consult your investment professional.

However, you should note the following policies and restrictions governing exchanges:

• The exchange limit may be modified for accounts held by certain institutional retirement plans to conform to plan exchange limits and Department of Labor regulations. See your retirement plan materials for further information.
• The fund may refuse any exchange purchase for any reason. For example, the fund may refuse exchange purchases by any person or group if, in FMR's judgment, the fund would be unable to invest the money effectively in accordance with its investment objective and policies, or would otherwise potentially be adversely affected.
• Before exchanging into a fund or class, read its prospectus.
• The fund or class you are exchanging into must be available for sale in your state.
• Exchanges may have tax consequences for you.
• If you are exchanging between accounts that are not registered in the same name, address, and taxpayer identification number (TIN), there may be additional requirements.
• Under applicable anti-money laundering regulations and other federal regulations, exchange requests may be suspended, restricted, canceled, or processed and the proceeds may be withheld.

The fund may terminate or modify exchange privileges in the future.

Other funds may have different exchange restrictions and minimums, and may impose redemption fees of up to 2.00% of the amount exchanged. Check each fund's prospectus for details.

Account Features and Policies

Features

The following shareholder services are applicable only to those investors who hold shares of the fund directly.

Wire: electronic money movement through the Federal Reserve wire system

• To transfer money between a bank account and your fund account.

Automatic Transactions: periodic (automatic) transactions

• To move money to the same class of a Fidelity fund that offers Advisor classes of shares.

• To set up periodic redemptions from your Class A account to you or to your bank checking account.

Policies

The following policies apply to you as a shareholder.

• Confirmation statements (after transactions affecting your fund balance except, to the extent applicable, reinvestment of distributions in the fund or another fund and certain transactions through automatic withdrawal programs).
• Monthly or quarterly account statements (detailing fund balances and all transactions completed during the prior month or quarter).

To reduce expenses, only one copy of most financial reports and prospectuses may be mailed, even if more than one person in a household holds shares of the fund. Call Fidelity at 1-877-208-0098 if you need additional copies of financial reports or prospectuses. If you do not want the mailing of these documents to be combined with those for other members of your household, call Fidelity at 1-877-208-0098.

You may initiate many transactions by telephone or electronically. Fidelity will not be responsible for any loss, cost, expense, or other liability resulting from unauthorized transactions if it follows reasonable security procedures designed to verify the identity of the investor. Fidelity will request personalized security codes or other information, and may also record calls. For transactions conducted through the Internet, Fidelity recommends the use of an Internet browser with 128-bit encryption. You should verify the accuracy of your confirmation statements upon receipt and notify Fidelity immediately of any discrepancies in your account activity. If you do not want the ability to sell and exchange by telephone, call Fidelity for instructions. Additional documentation may be required from corporations, associations, and certain fiduciaries.

Prospectus

Shareholder Information - continued

When you sign your account application, you will be asked to certify that your social security or taxpayer identification number (TIN) is correct and that you are not subject to backup withholding for failing to report income to the IRS. If you violate IRS regulations, the IRS can require the fund to withhold an amount subject to the applicable backup withholding rate from your taxable distributions and redemptions.

You may also be asked to provide additional information in order for Fidelity to verify your identity in accordance with requirements under anti-money laundering regulations. Accounts may be restricted and/or closed, and the monies withheld, pending verification of this information or as otherwise required under these and other federal regulations.

Fidelity may charge a fee for certain services, such as providing historical account documents.

Dividends and Capital Gain Distributions

The fund earns dividends, interest, and other income from its investments, and distributes this income (less expenses) to shareholders as dividends. The fund also realizes capital gains from its investments, and distributes these gains (less any losses) to shareholders as capital gain distributions.

The fund normally pays dividends and capital gain distributions in December.

Distribution Options

The following distribution options are applicable only to those investors who hold shares of the fund directly.

When you open an account, specify how you want to receive your distributions. The following distribution options are available for Class A:

1. Reinvestment Option. Your dividends and capital gain distributions will be automatically reinvested in additional Class A shares of the fund. If you do not indicate a choice, you will be assigned this option.

2. Income-Earned Option. Your capital gain distributions will be automatically reinvested in additional Class A shares of the fund. Your dividends will be paid in cash.

3. Cash Option. Your dividends and capital gain distributions will be paid in cash.

Not all distribution options are available for every account. If you want to change your current option, contact your investment professional directly or call Fidelity.

If you elect to receive distributions paid in cash by check and the U.S. Postal Service does not deliver your checks, your distribution option may be converted to the Reinvestment Option. You will not receive interest on amounts represented by uncashed distribution checks.

Tax Consequences

As with any investment, your investment in the fund could have tax consequences for you. If you are not investing through a tax-advantaged retirement account, you should consider these tax consequences.

Taxes on distributions. Distributions you receive from the fund are subject to federal income tax, and may also be subject to state or local taxes.

For federal tax purposes, certain of the fund's distributions, including dividends and distributions of short-term capital gains, are taxable to you as ordinary income, while certain of the fund's distributions, including distributions of long-term capital gains, are taxable to you generally as capital gains. A percentage of certain distributions of dividends may qualify for taxation at long-term capital gains rates (provided certain holding period requirements are met).

If you buy shares when a fund has realized but not yet distributed income or capital gains, you will be "buying a dividend" by paying the full price for the shares and then receiving a portion of the price back in the form of a taxable distribution.

Any taxable distributions you receive from the fund will normally be taxable to you when you receive them, regardless of your distribution option.

Taxes on transactions. Your redemptions, including exchanges, may result in a capital gain or loss for federal tax purposes. A capital gain or loss on your investment in the fund generally is the difference between the cost of your shares and the price you receive when you sell them.

Prospectus

Fund Services

Fund Management

The fund is a mutual fund, an investment that pools shareholders' money and invests it toward a specified goal.

FMR is the fund's manager. The address of FMR and its affiliates, unless otherwise indicated below, is 82 Devonshire Street, Boston, Massachusetts 02109.

As of December 31, 2011, FMR had approximately $1.0 billion in discretionary assets under management.

As the manager, FMR has overall responsibility for directing the fund's investments and handling its business affairs.

FMRC serves as a sub-adviser for the fund. FMRC has day-to-day responsibility for choosing investments for the fund.

FMRC is an affiliate of FMR. As of December 31, 2011, FMRC had approximately $606.9 billion in discretionary assets under management.

Other investment advisers assist FMR with foreign investments:

• Fidelity Management & Research (U.K.) Inc. (FMR U.K.), at 10 Paternoster Square, 4th Floor, London, EC4M 7LS, United Kingdom, serves as a sub-adviser for the fund. As of December 31, 2011, FMR U.K. had approximately $13.4 billion in discretionary assets under management. FMR U.K. may provide investment research and advice on issuers based outside the United States and may also provide investment advisory services for the fund. FMR U.K. is an affiliate of FMR.
• Fidelity Management & Research (Hong Kong) Limited (FMR H.K.), at Floor 19, 41 Connaught Road Central, Hong Kong, serves as a sub-adviser for the fund. As of December 31, 2011, FMR H.K. had approximately $7.1 billion in discretionary assets under management. FMR H.K. may provide investment research and advice on issuers based outside the United States and may also provide investment advisory services for the fund. FMR H.K. is an affiliate of FMR.
• Fidelity Management & Research (Japan) Inc. (FMR Japan), at Kamiyacho Prime Place, 1-17, Toranomon-4-Chome, Minato-ku, Tokyo, Japan, serves as a sub-adviser for the fund. FMR Japan was organized in 2008 to provide investment research and advice on issuers based outside the United States. FMR Japan may provide investment research and advice on issuers based outside the United States and may also provide investment advisory services for the fund. FMR Japan is an affiliate of FMR.

Harlan Carere is portfolio manager of the fund, which he has managed since November 2007. Since joining Fidelity Investments in 2000, Mr. Carere has worked as an analyst and a portfolio manager.

The SAI provides additional information about the compensation of, any other accounts managed by, and any fund shares held by Mr. Carere.

From time to time a manager, analyst, or other Fidelity employee may express views regarding a particular company, security, industry, or market sector. The views expressed by any such person are the views of only that individual as of the time expressed 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.

The fund pays a management fee to FMR. The management fee is calculated and paid to FMR every month. The fee is calculated by adding a group fee rate to an individual fund fee rate, dividing by twelve, and multiplying the result by the fund's average net assets throughout the month.

The group fee rate is based on the average net assets of all the mutual funds advised by FMR. This rate cannot rise above 0.52%, and it drops as total assets under management increase.

For September 2012, the group fee rate was 0.26%. The individual fund fee rate is 0.30%.

The total management fee for the fiscal year ended September 30, 2012, was 0.56% of the fund's average net assets. Because the fund's management fee rate may fluctuate, the fund's management fee may be higher or lower in the future.

FMR pays FMRC, FMR U.K., FMR H.K., and FMR Japan for providing sub-advisory services.

The basis for the Board of Trustees approving the management contract and sub-advisory agreements for the fund is available in the fund's annual report for the fiscal period ended September 30, 2012.

FMR may, from time to time, agree to reimburse a class for, or waive, management fees and other expenses above a specified limit. FMR retains the ability to be repaid by a class if expenses fall below the specified limit prior to the end of the fiscal year.

Reimbursement or waiver arrangements can decrease expenses and boost performance.

Fund Distribution

The fund is composed of multiple classes of shares. All classes of the fund have a common investment objective and investment portfolio.

FDC distributes Class A shares.

Intermediaries, including banks, broker-dealers, and other service-providers (who may be affiliated with FMR or FDC), may receive from FMR, FDC, and/or their affiliates compensation for their services intended to result in the sale of class shares. This compensation may take the form of:

• distribution and/or service (12b-1) fees

Prospectus

• payments for additional distribution-related activities and/or shareholder services
• payments for educational seminars and training, including seminars sponsored by FMR or an affiliate, or by an intermediary

These payments are described in more detail in this section and in the SAI.

Class A has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 (1940 Act). Under the plan, Class A is authorized to pay FDC a monthly 12b-1 (distribution) fee as compensation for providing services intended to result in the sale of Class A shares. Class A may pay this 12b-1 (distribution) fee at an annual rate of 0.50% of its average net assets, or such lesser amount as the Trustees may determine from time to time. Currently, the Trustees have not approved such payments. The Trustees may approve 12b-1 (distribution) fee payments at an annual rate of up to 0.50% of Class A's average net assets when the Trustees believe that it is in the best interests of Class A shareholders to do so.

In addition, pursuant to the Class A plan, Class A pays FDC a monthly 12b-1 (service) fee at an annual rate of 0.25% of Class A's average net assets throughout the month for providing shareholder support services.

Except as provided below, FDC may reallow up to the full amount of this 12b-1 (service) fee to intermediaries (such as banks, broker-dealers, and other service-providers), including its affiliates, for providing shareholder support services. For purchases of Class A shares on which a finder's fee was paid to intermediaries, after the first year of investment, FDC may reallow up to the full amount of the 12b-1 (service) fee paid by such shares to intermediaries, including its affiliates, for providing shareholder support services.

Any fees paid out of the class's assets on an ongoing basis pursuant to the Distribution and Service Plan will increase the cost of your investment and may cost you more than paying other types of sales charges.

In addition to the above payments, the Class A plan specifically recognizes that FMR may make payments from its management fee revenue, past profits, or other resources to FDC for expenses incurred in connection with providing services intended to result in the sale of Class A shares and/or shareholder support services. FMR, directly or through FDC or one or more affiliates, may pay significant amounts to intermediaries that provide those services. Currently, the Board of Trustees of the fund has authorized such payments for Class A. Please speak with your investment professional to learn more about any payments his or her firm may receive from FMR, FDC, and/or their affiliates, as well as fees and/or commissions the investment professional charges. You should also consult disclosures made by your investment professional at the time of purchase.

No dealer, sales representative, or any other person has been authorized to give any information or to make any representations, other than those contained in this prospectus and in the related SAI, in connection with the offer contained in this prospectus. If given or made, such other information or representations must not be relied upon as having been authorized by the fund or FDC. This prospectus and the related SAI do not constitute an offer by the fund or by FDC to sell shares of the fund to or to buy shares of the fund from any person to whom it is unlawful to make such offer.

Prospectus

Appendix

Financial Highlights

The financial highlights table is intended to help you understand Class A's financial history for the past 5 years. Certain information reflects financial results for a single class share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the class (assuming reinvestment of all dividends and distributions). This information has been audited by Deloitte & Touche LLP, independent registered public accounting firm, whose report, along with the fund's financial highlights and financial statements, is included in the fund's annual report. A free copy of the annual report is available upon request.

Selected Per-Share Data and Ratios

Years ended September 30,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 9.42	$ 9.26	$ 8.39	$ 9.32	$ 14.04
Income from Investment Operations
Net investment income (loss) D	.08	.01	.01	.06	.03
Net realized and unrealized gain (loss)	2.28	.17	.90	(.93)	(2.78)
Total from investment operations	2.36	.18	.91	(.87)	(2.75)
Distributions from net investment income	(.03)	(.01)	(.04)	(.05)	(.06)
Distributions from net realized gain	(.01)	(.01)	(.01)	(.01)	(1.91)
Total distributions	(.04)	(.02)	(.04) J	(.06) I	(1.97) H
Net asset value, end of period	$ 11.74	$ 9.42	$ 9.26	$ 8.39	$ 9.32
Total Return A, B, C	25.06%	1.91%	10.94%	(9.18)%	(22.73)%
Ratios to Average Net Assets E, G
Expenses before reductions	.94%	.95%	.98%	1.02%	.99%
Expenses net of fee waivers, if any	.94%	.95%	.98%	1.02%	.99%
Expenses net of all reductions	.94%	.94%	.97%	1.01%	.97%
Net investment income (loss)	.71%	.13%	.07%	.92%	.25%
Supplemental Data
Net assets, end of period (000 omitted)	$ 325,967	$ 284,072	$ 315,290	$ 380,175	$ 379,162
Portfolio turnover rate F	43%	118%	62%	152%	283%

^A Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans.

^B Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

^C Total returns do not include the effect of the sales charges.

^D Calculated based on average shares outstanding during the period.

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

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

^G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

^H Total distributions of $.197 per share is comprised of distributions from net investment income of $.062 and distributions from net realized gain of $1.907 per share.

^I Total distributions of $.06 per share is comprised of distributions from net investment income of $.053 and distributions from net realized gain of $.006 per share.

^J Total distributions of $.04 per share is comprised of distributions from net investment income of $.039 and distributions from net realized gain of $.005 per share.

Prospectus

Additional Information about the Index

S&P 500^® Index is a market capitalization-weighted index of 500 common stocks chosen for market size, liquidity, and industry group representation to represent U.S. equity performance.

Prospectus

IMPORTANT INFORMATION ABOUT OPENING A NEW ACCOUNT

To help the government fight the funding of terrorism and money laundering activities, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT ACT), requires all financial institutions to obtain, verify, and record information that identifies each person or entity that opens an account.

For individual investors opening an account: When you open an account, you will be asked for your name, address, date of birth, and other information that will allow Fidelity to identify you. You may also be asked to provide documents that may help to establish your identity, such as your driver's license.

For investors other than individuals: When you open an account, you will be asked for the name of the entity, its principal place of business and taxpayer identification number (TIN) and may be requested to provide information on persons with authority or control over the account such as name, residential address, date of birth and social security number. You may also be asked to provide documents, such as drivers' licenses, articles of incorporation, trust instruments or partnership agreements and other information that will help Fidelity identify the entity.

You can obtain additional information about the fund. A description of the fund's policies and procedures for disclosing its holdings is available in its SAI and on Fidelity's web sites. The SAI also includes more detailed information about the fund and its investments. The SAI is incorporated herein by reference (legally forms a part of the prospectus). The fund's annual and semi-annual reports also include additional information. The fund's annual report includes a discussion of the fund's holdings and recent market conditions and the fund's investment strategies that affected performance.

For a free copy of any of these documents or to request other information or ask questions about the fund, call Fidelity at 1-877-208-0098. In addition, you may visit Fidelity's web site at www.advisor.fidelity.com for a free copy of a prospectus, SAI, or annual or semi-annual report or to request other information.

The SAI, the fund's annual and semi-annual reports and other related materials are available from the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) Database on the SEC's web site (http://www.sec.gov). You can obtain copies of this information, after paying a duplicating fee, by sending a request by e-mail to publicinfo@sec.gov or by writing the Public Reference Section of the SEC, Washington, D.C. 20549-1520. You can also review and copy information about the fund, including the fund's SAI, at the SEC's Public Reference Room in Washington, D.C. Call 1-202-551-8090 for information on the operation of the SEC's Public Reference Room.

Investment Company Act of 1940, File Number, 811-01796

FDC is a member of the Securities Investor Protection Corporation (SIPC). You may obtain information about SIPC, including the SIPC brochure, by visiting www.sipc.org or calling SIPC at 202-371-8300.

Fidelity, Destiny, Fidelity Advisor, and Fidelity Investments & Pyramid Design are registered service marks of FMR LLC. © 2012 FMR LLC. All rights reserved.

The third-party marks appearing above are the marks of their respective owners.

1.792232.109 DESIIN-PRO-1112

Effective October 27, 2006, the Military Personnel Financial Services Protection Act (the "Act") prohibits the issuance or sale of new periodic payment plans, such as the Destiny Plans. The Act does not alter, invalidate, or otherwise affect any rights or obligations, including rights of redemption, of existing Planholders.

FIDELITY SYSTEMATIC INVESTMENT PLANS:
Destiny Plans I: O

The Destiny Plans are systematic investment plans that allow you to build equity over a period of years by investing regularly each month in mutual fund shares. This prospectus describes Destiny Plans I: O (the "Plan"). You may make fixed monthly investments in a Plan for a term of either 10 or 15 years. You may continue to make investments for as long as 30 years. You may invest in one of several monthly investment plan amounts for as little as $50 per month. Investments in your Plan are applied to the purchase of Class O shares of one of the Fidelity Destiny Portfolios. Destiny Plans I: O purchases Class O shares of Fidelity Advisor Diversified Stock Fund (the "Fund").

The Plan deducts Creation and Sales Charges and certain other fees from each investment into the Plan. On 10 year Plans, the Creation and Sales Charges range from 8.24% on $6,000 Plans ($50 a month) to 0.64% on $1,200,000 Plans ($10,000 a month) of the total amount invested and range from 9.20% to 0.64% of the net amount invested. Total deductions range from 11.66% to 0.66% of the net amount invested. On 15 year Plans, the Creation and Sales Charges range from 8.67% on $9,000 Plans ($50 a month) to 0.61% on $1,800,000 Plans ($10,000 a month) of the total amount invested and range from 9.73% to 0.61% of the net amount invested. Total deductions range from 12.20% to 0.63% of the net amount invested. Class O shares of the Fund are subject to certain annual expenses, including management fees. The Creation and Sales Charges and other fees and expenses that either you or your Plan will pay are described in the "Fees and Expenses" section on page (Click Here).

YOUR PLAN AND YOUR PLAN'S INVESTMENT IN FUND SHARES IS INTENDED TO BE A LONG-TERM INVESTMENT. YOU SHOULD NOT PURCHASE A PLAN IF YOU ARE SEEKING QUICK PROFITS OR IF YOU MIGHT BE UNABLE TO COMPLETE THE PLAN. If you terminate or withdraw from your Plan in the early years of your Plan, you may incur a loss because a major portion of the entire Creation and Sales Charges are deducted from your first twelve investments. Your Plan does not eliminate the risk involved in the ownership of individual securities and your Plan's value will increase or decrease over time as the result of increases or decreases in the prices of securities owned by the Fund. You will incur a loss if you terminate your Plan at a time when the value of your Plan's shares is less than their cost. Advance payment of any of your monthly investments increases the possibility that a loss may result from early termination. You have the right to a refund of the current value of your investment in Class O shares and the full amount of the Creation and Sales Charges you have paid within 45 days after the date of the mailing of a written notice from the custodian. You also have a right to a refund of some or all of your Plan investment within 18 months of the purchase of a Plan. These rights are subject to the conditions described under "Your Cancellation and Refund Rights" on page (Click Here). Class O shares of the Fund, which have been closed to new investors, are available to holders of existing Destiny Plans I: O only through the Plan described in this Prospectus. You do not have to purchase a Plan to make monthly investments in mutual funds. Other mutual funds managed by the Fund's investment adviser have investment objectives similar in many respects to those of the Fund. Your investment in shares of these other funds would be subject to charges that may differ from, and in some cases be less than, those which apply to an investment in the Plan.

Plans established while this Prospectus is effective are governed by the terms of this Prospectus, including all the rules, rights, privileges and benefits it describes. THEREFORE IT IS IMPORTANT THAT YOU READ THIS PROSPECTUS AND RETAIN IT FOR FUTURE REFERENCE. No salesman, dealer, or other person is authorized by Fidelity Distributors Corporation (the "Sponsor"), Fidelity Systematic Investment Plans, or Fidelity Destiny Portfolios to give any information or make any representation that is not contained in either the prospectus of the Plans, the prospectus of Fidelity Destiny Portfolios, or in other printed or written material issued by the Sponsor, the Plans, or Fidelity Destiny Portfolios.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS AGAINST THE LAW. THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE CURRENT PROSPECTUS FOR FIDELITY DESTINY PORTFOLIOS.

[This Page Intentionally Left Blank]

TABLE OF CONTENTS

			Page
Fidelity Systematic Investment Plans			1
Table of Contents			(Click Here)
How the Fidelity Destiny Plans Can Help You Meet Your Objectives			(Click Here)
Investment Objective of the Fund			(Click Here)
Fees and Expenses			(Click Here)
	1.	Creation and Sales Charges	(Click Here)
	2.	Custodian Fees and Other Service Charges	(Click Here)
Keeping Your Plan Current			(Click Here)
Dollar-Cost Averaging and Diversification			(Click Here)
Plan Features			(Click Here)
	1.	Automatic Investment Program and Government Allotments	(Click Here)
	2.	Rights of Accumulation	(Click Here)
	3.	Distributions	(Click Here)
	4.	Federal Voluntary Income Tax Withholding	(Click Here)
	5.	Your Voting Rights	(Click Here)
	6.	Making Advance Investments	(Click Here)
	7.	Changing the Face Amount of Your Plan	(Click Here)
	8.	Extended Investment Option	(Click Here)
	9.	Partial Redemption of Your Plan Shares	(Click Here)
	10.	Systematic Withdrawal Program	(Click Here)
	11.	Transferring or Assigning Your Rights in a Plan	(Click Here)
	12.	Transfer of Broker	(Click Here)
	13.	Your Cancellation and Refund Rights	(Click Here)
	14.	Terminating Your Plan	(Click Here)
	15.	Completed Plans and Exchanges	(Click Here)
	16.	Plan Reinstatement	(Click Here)
	17.	Taxes	(Click Here)
	18.	Termination of Your Plan by the Sponsor or Custodian	(Click Here)
Substitution of the Underlying Investment			(Click Here)
General			(Click Here)
The Custodian			(Click Here)
The Sponsor			(Click Here)
Illustrations of Hypothetical Destiny Plans			(Click Here)
Glossary			(Click Here)
Financial Statements			27
Fidelity Destiny Portfolios Prospectus			P-1

HOW THE FIDELITY DESTINY PLANS CAN HELP YOU MEET YOUR OBJECTIVES

Many people who want to build an investment portfolio find it difficult to save the money necessary to make periodic stock purchases. The Destiny Plans are designed to help. The Plans make it possible for you to build equity over a period of years by investing a modest sum each month in shares of the Destiny Portfolios.

The Destiny Portfolios are mutual funds, the value of the shares of which is subject to fluctuations in the values of their underlying securities. A Plan calls for monthly investments at regular intervals regardless of the value of the Fund's shares. A Plan offers no assurance against loss in a declining market and does not eliminate the risk inherent in the ownership of any security. Terminating the Plan at a time when the value of the Fund shares you own is less than their cost will result in a loss. You should therefore consider your financial ability to continue and complete a Plan.

Before opening a Plan you should consider the following:

1. A Plan represents an agreement among Fidelity Distributors Corporation (the "Sponsor"), State Street Bank and Trust Company (the "Custodian"), and you (the "Planholder") under which amounts invested, after deduction of the Creation and Sales Charges, are used to purchase shares of the Fund at net asset value.

2. Investments made through the Plan will not result in direct ownership of shares of the Fund, but rather will represent an interest in a series of a unit investment trust, which will have direct ownership of Class O shares of the Fund. You will have a beneficial interest in the underlying Fund's shares.

3. The Plan charges Creation and Sales Charges, sometimes called a "front-end load". If you were to terminate your Plan between 45 days after the date of the mailing of a written notice from the Custodian and 18 months after you start your Plan, the amount of Creation and Sales Charges and Custodian Fees that would not be refunded to you could be as much as 17.2% of your total investments made up to the time you terminate your Plan. If you terminate your Plan after 18 months, the amount of Creation and Sales Charges and Custodian Fees that would not be refunded to you could be as much as 35.1% of your total investments, assuming all your monthly investments were made. However, if you complete a 15 year Plan, the maximum Creation and Sales Charge would be no higher than 8.67% of your total investments. Accordingly, a Plan is not suited for short-term investments. See "Fees and Expenses" on page 7.

4. In addition to the Creation and Sales Charges, Planholders must pay additional fees to the Custodian. These fees relieve Planholders of the administrative details associated with the holding of securities. Some investors could perform these services for themselves if they were to purchase and hold the securities directly. An investor should weigh the value of the Custodian services against the cost of the Custodian Fees before making an investment decision. See "Fees and Expenses" on page 7.

INVESTMENT OBJECTIVE OF THE FUND

Fidelity Destiny Portfolios is an open-end management investment company, consisting of two separate portfolios, the Fund and Fidelity Advisor Capital Development Fund. The Fund is a diversified mutual fund, an investment vehicle that pools shareholders' money and invests it in a number of different securities. The Fund's objective is to seek capital growth.

The Fund's investments are managed by Fidelity Management & Research Company ("FMR"). FMR's principal investment strategies include:

Normally investing at least 80% of assets in stocks.

Normally investing primarily in common stocks.

Investing in domestic and foreign issuers.

Investing in either "growth" stocks or "value" stocks or both.

Using fundamental analysis of each issuer's financial condition and industry position and market and economic conditions to select investments.

The Fund's investment objective and principal investment strategies and risks are described in the accompanying Fidelity Destiny Portfolios prospectus, which begins on page P-1.

For more information about the business experience of FMR, see "Fund Management" on page P-12 of the Fund's prospectus.

FEES AND EXPENSES

Your Plan pays three kinds of fees: Creation and Sales Charges, Custodian Fees and Other Service Charges. Each of these fees is described in more detail below.

Your Plan also indirectly pays the fees imposed on Class O shares of the Fund, including management fees. Your Plan indirectly pays these fees because it invests in Class O shares of the Fund. For more information about the fees payable by the Fund, see "Fee Table" on page P-3 of the Fund's prospectus.

1. Creation and Sales Charges

You will pay Creation and Sales Charges equal to as much as 50% of your first twelve investments in your Plan. After the first 12 investments, the charge drops to 3.60% or less on each subsequent investment for a 10 year Plan and 5.72% or less on each subsequent investment for a 15 year Plan. When you have completed a 10 year Plan (120 monthly investments), the Creation and Sales Charges you paid on your investments will amount to as much as 8.24% of your total Plan investments, assuming that you invest in a Plan with the smallest monthly investment of $50 a month ($6,000 Face Amount). The Creation and Sales Charges on the largest 10 year plan size, $10,000 a month ($1,200,000 Face Amount), amount to 0.64% of your total Plan investments.

When you have completed a 15 year Plan (180 monthly investments), the Creation and Sales Charges you paid on your investments will amount to as much as 8.67% of your total Plan investments, assuming a monthly investment amount of $50 a month ($9,000 Face Amount). The Creation and Sales Charges on the largest 15 year plan size, $10,000 a month ($1,800,000 Face Amount), amount to 0.61% of your total Plan investments.

You have certain cancellation and refund rights. However, these rights are limited, and early termination of your Plan or your inability to complete your Plan may result in your having paid Creation and Sales Charges that represent a substantial percentage of your total investments in your Plan. For example, if you terminate your Plan between 45 days after the date of the mailing of a written notice from the Custodian and 18 months after you start your Plan, the Creation and Sales Charges and Custodian Fees that would not be refunded to you could be as much as 17.2% of your total investments made up to the time you terminate your Plan. If you terminate your Plan after 18 months, the Creation and Sales Charges and Custodian Fees that would not be refunded to you could be as much as 35.1% of your total investments made, assuming all your monthly investments were made. See "Your Cancellation and Refund Rights" on page 18.

2. Custodian Fees and Other Service Charges

On minimum-sized Plans (10 or 15 years) the Custodian Fee is $1.10 per investment. On $75.00 per month Plans the Custodian Fee is $1.25 per investment, the Custodian Fee is $1.50 on larger Plans. Accounts established under an Automatic Investment Program or a government allotment after November 29, 1993 incur a reduced Custodian Fee of $0.75 per investment. See "Automatic Investment Program and Government Allotments" on page 14. The Custodian Fee charged per account at any one time may not exceed $5 per investment, regardless of the number of investments made. Thus, if the Planholder submits multiple investments into one account, such that the aggregate amount would result in a Custodian Fee of more than $5, the fee will instead be deducted at the maximum rate of $5.

<R> In addition to this fee, the Custodian deducts an annual service charge from dividends and distributions, and if necessary, from principal, as reimbursement for administrative costs. The amount of such charge will be determined by prorating the Plan's annual administrative costs over the total number of Plan accounts. For the fiscal year ended September 30, 2012, the charge was $4.30 for Destiny Plans I: O per Plan account that are established after December 30, 1985. Subsequent to January 1, 1986, this charge is subject to increases by the Sponsor, in the aggregate not to exceed increases in the Consumer Price Index. For Plans established prior to January 1, 1986 and after October 30, 1982, this service charge cannot exceed $10 per year. For Plans established prior to October 31, 1982, this charge cannot exceed $2 per year.</R>

Account Fees. You may also pay additional fees to the Custodian for certain services provided by the Custodian or its affiliated bookkeeping and administrative service agent, Boston Financial. These fees are described below:

Completed Plan Fee: An annual fee will be charged if you have completed your Plan but have elected not to hold Class O shares of the Fund directly. See "Completed Plans and Exchanges" on page 20.

Inactive Account Fee: An annual $12 fee will also be charged to your Plan account if you have not completed your Plan and your Plan is not current. See the "Keeping Your Plan Current" section on page 14.

Termination Fee: A fee of $2.50 will be charged to your Plan account if you make a complete withdrawal or you terminate your Plan prior to completion. See "Terminating Your Plan" on page 19.

Returned Check Fee: For Plans issued prior to December 1, 2000, a fee of $2.50 will be charged to your Plan account for any check or preauthorized check which is not honored by the bank on which it is drawn ("dishonored check"). For Plans issued on or after December 1, 2000, a fee of $10.00 will be charged for each dishonored check.

Bank Wire Fee: A $10.00 fee will be charged for each redemption of shares by wire.

Fidelity Destiny IRA Maintenance Fee: If you have a Fidelity Destiny IRA, you will be charged an annual $10 maintenance fee and certain additional service fees. Detailed information on the additional service fees may be obtained from the Sponsor or your investment professional.

The Custodian deducts these Custodian Fees and Other Service Charges from your Plan account. These fees may be paid out of principal from the proceeds of the sale of Fund shares in your Plan account. With respect to the Completed Plan Fee and the Inactive Account Fee, the fees are paid first from dividends and distributions. The Custodian has a lien on your shares to the extent of these rights.

Except as described in this "Fees and Expenses" section, there are currently no other fees or expenses charged against the Plans or Planholder accounts (or deducted from Fund dividends or distributions) to compensate the Custodian or the Sponsor for their services. All other fees or expenses that could otherwise be charged to the Plans and the Planholders (or deducted from Fund dividends or distributions) are being paid by the Sponsor. Although there is no current intention to do so, the Funds and the Sponsor each reserve the right to cease paying such fees or expenses, and to cause them to be charged against the Plans or the Planholders (or deducted from Fund dividends or distributions).

The following tables illustrate the effect of the Creation and Sales Charges and Custodian Fees on Plans with different monthly investment amounts and different Plan lengths.

ALLOCATION OF INVESTMENTS AND DEDUCTIONS
10 Year Plans
(120 investments)

(Assumes that all investments are made in accordance with the terms of the Plan)

		CREATION AND SALES CHARGES				CUSTODIAN FEES			% OF TOTAL CHARGES
Monthly Investment	Total Face Amount of Plan	Per Investment 1 thru 12	Per Investment 13 thru 120	Total	% of Total Investments	Per Investment	Total(A)	Total Charges(A)(B)	Net Investment in Fund Shares(C)	To Total Investments(C)	To Net Investments in Fund Shares(C)
$ 50.00	$ 6,000.00	$ 25.00	$ 1.80	$ 494.40	8.24%	$ 1.10	$ 132.00	$ 626.40	$ 5,373.60	10.44%	11.66%
75.00	9,000.00	37.50	2.70	741.60	8.24	1.25	150.00	891.60	8,108.40	9.91	11.00
100.00	12,000.00	50.00	3.60	988.80	8.24	1.50	180.00	1,168.80	10,831.20	9.74	10.79
125.00	15,000.00	62.50	4.50	1,236.00	8.24	1.50	180.00	1,416.00	13,584.00	9.44	10.42
150.00	18,000.00	75.00	5.40	1,483.20	8.24	1.50	180.00	1,663.20	16,336.80	9.24	10.18
166.66	19,999.20	83.33	5.00	1,539.96	7.70	1.50	180.00	1,719.96	18,279.24	8.60	9.41
200.00	24,000.00	100.00	4.02	1,634.16	6.81	1.50	180.00	1,814.16	22,185.84	7.56	8.18
250.00	30,000.00	125.00	5.00	2,040.00	6.80	1.50	180.00	2,220.00	27,780.00	7.40	7.99
291.66	34,999.20	145.83	5.00	2,289.96	6.54	1.50	180.00	2,469.96	32,529.24	7.06	7.59
300.00	36,000.00	150.00	5.00	2,340.00	6.50	1.50	180.00	2,520.00	33,480.00	7.00	7.53
333.33	39,999.60	166.67	4.74	2,511.97	6.28	1.50	180.00	2,691.97	37,307.63	6.73	7.22
350.00	42,000.00	175.00	4.50	2,586.00	6.16	1.50	180.00	2,766.00	39,234.00	6.59	7.05
375.00	45,000.00	187.50	4.25	2,709.00	6.02	1.50	180.00	2,889.00	42,111.00	6.42	6.86
400.00	48,000.00	200.00	4.00	2,832.00	5.90	1.50	180.00	3,012.00	44,988.00	6.28	6.70
416.66	49,999.20	208.33	3.80	2,909.95	5.82	1.50	180.00	3,089.95	46,909.25	6.18	6.59
500.00	60,000.00	225.00	2.78	3,000.24	5.00	1.50	180.00	3,180.24	56,819.76	5.30	5.60
750.00	90,000.00	300.00	2.50	3,870.00	4.30	1.50	180.00	4,050.00	85,950.00	4.50	4.71
1,000.00	120,000.00	300.00	5.00	4,140.00	3.45	1.50	180.00	4,320.00	115,680.00	3.60	3.73
1,500.00	180,000.00	315.00	6.00	4,428.00	2.46	1.50	180.00	4,608.00	175,392.00	2.56	2.63
2,000.00	240,000.00	325.00	7.00	4,656.00	1.94	1.50	180.00	4,836.00	235,164.00	2.02	2.06
2,500.00	300,000.00	350.00	8.00	5,064.00	1.69	1.50	180.00	5,244.00	294,756.00	1.75	1.78
5,000.00	600,000.00	400.00	11.00	5,988.00	1.00	1.50	180.00	6,168.00	593,832.00	1.03	1.04
10,000.00	1,200,000.00	500.00	15.56	7,680.48	0.64	1.50	180.00	7,860.48	1,192,139.52	0.66	0.66

NOTES*:

^(A) Does not include the annual $12 Completed Plan or Inactive Account Fees, payable to the Custodian first from dividends and distributions and then, if necessary, from principal. Plans established under an Automatic Investment Program or a government allotment after November 29, 1993, will pay a reduced Custodian Fee of $0.75 per automatic investment.

<R>^(B) Does not include a service charge, payable first from dividends and distributions and then, if necessary, from principal, to cover certain administrative expenses actually incurred. The amount of such charge will be determined by prorating the Plan's annual administrative costs over the total number of Plan accounts. In general, for the fiscal year ended September 30, 2012, the charge was $4.30 for Destiny Plans I: O per Plan account established after December 30, 1985. For plan accounts established prior to December 30, 1985 and after October 30, 1982, the charge was $10.00 per account.</R>

^(C) "Investment" means only your monthly Plan investments and does not include any reinvestment of capital gain or dividend distributions.

* See "Custodian Fees and Other Service Charges" on page 7.

ALLOCATION OF INVESTMENTS AND DEDUCTIONS
15 Year Plans
(180 investments)

(Assumes that all investments are made in accordance with the terms of the Plan)

		CREATION AND SALES CHARGES				CUSTODIAN FEES			% OF TOTAL CHARGES
Monthly Investment	Total Face Amount of Plan	Per Investment 1 thru 12	Per Investment 13 thru 180	Total	% of Total Investments	Per Investment	Total(A)	Total Charges(A)(B)	Net Investment in Fund Shares(C)	To Total Investments(C)	To Net Investments in Fund Shares(C)
$ 50.00	$ 9,000.00	$ 25.00	$ 2.86	$ 780.48	8.67%	$ 1.10	$ 198.00	$ 978.48	$ 8,021.52	10.87%	12.20%
75.00	13,500.00	37.50	4.06	1,132.08	8.39	1.25	225.00	1,357.08	12,142.92	10.05	11.18
100.00	18,000.00	50.00	5.41	1,508.88	8.38	1.50	270.00	1,778.88	16,221.12	9.88	10.97
125.00	22,500.00	62.50	6.76	1,885.68	8.38	1.50	270.00	2,155.68	20,334.32	9.58	10.60
150.00	27,000.00	75.00	5.70	1,857.60	6.88	1.50	270.00	2,127.60	24,872.40	7.88	8.55
166.66	29,998.80	83.33	6.33	2,063.40	6.88	1.50	270.00	2,333.40	27,665.40	7.78	8.43
200.00	36,000.00	100.00	7.43	2,448.24	6.80	1.50	270.00	2,718.24	33,281.76	7.55	8.17
250.00	45,000.00	125.00	9.29	3,060.72	6.80	1.50	270.00	3,330.72	41,669.28	7.40	7.99
291.66	52,498.80	145.83	6.73	2,880.60	5.49	1.50	270.00	3,150.60	49,348.20	6.00	6.38
300.00	54,000.00	150.00	5.04	2,646.72	4.90	1.50	270.00	2,916.72	51,083.28	5.40	5.71
333.33	59,999.40	166.67	5.24	2,879.97	4.80	1.50	270.00	3,149.97	56,849.43	5.25	5.54
350.00	63,000.00	175.00	5.31	2,992.08	4.75	1.50	270.00	3,262.08	59,737.92	5.18	5.46
375.00	67,500.00	187.50	4.65	3,030.75	4.49	1.50	270.00	3,300.75	64,199.25	4.89	5.14
400.00	72,000.00	200.00	3.80	3,038.40	4.22	1.50	270.00	3,308.40	68,691.60	4.60	4.82
416.66	74,998.00	208.33	3.78	3,134.95	4.18	1.50	270.00	3,404.95	71,593.85	4.54	4.76
500.00	90,000.00	225.00	5.36	3,600.48	4.00	1.50	270.00	3,870.48	86,129.52	4.30	4.49
750.00	135,000.00	300.00	8.70	5,061.60	3.75	1.50	270.00	5,331.60	129,668.40	3.95	4.11
1,000.00	180,000.00	300.00	15.54	6,210.72	3.45	1.50	270.00	6,480.72	173,519.28	3.60	3.73
1,500.00	270,000.00	315.00	17.52	6,723.36	2.49	1.50	270.00	6,993.36	263,006.64	2.59	2.66
2,000.00	360,000.00	325.00	18.57	7,019.76	1.95	1.50	270.00	7,289.76	352,710.24	2.02	2.07
2,500.00	450,000.00	350.00	20.26	7,603.68	1.69	1.50	270.00	7,873.68	442,126.32	1.75	1.78
5,000.00	900,000.00	400.00	25.00	9,000.00	1.00	1.50	270.00	9,270.00	890,730.00	1.03	1.04
10,000.00	1,800,000.00	500.00	29.64	10,979.52	0.61	1.50	270.00	11,249.52	1,788,750.48	0.62	0.63

NOTES*:

^(A) Does not include the annual $12 Completed Plan or Inactive Account Fees, payable to the Custodian first from dividends and distributions and then, if necessary, from principal. Plans established under an Automatic Investment Program or a government allotment after November 23, 1993, will pay a reduced Custodian Fee of $0.75 per automatic investment.

<R>^(B) Does not include a service charge, payable first from dividends and distributions and then, if necessary, from principal, to cover certain administrative expenses actually incurred. The amount of such charge will be determined by prorating the Plan's annual administrative costs over the total number of Plan accounts. In general, for the fiscal year ended September 30, 2012, the charge was $4.30 for Destiny Plans I: O per Plan account established after December 30, 1985. For plan accounts established prior to December 30, 1985 and after October 30, 1982, the charge was $10.00 per account.</R>

^(C) "Investment" means only your monthly Plan investments and does not include any reinvestment of capital gain or dividend distributions.

* See "Custodian Fees and Other Service Charges" on page 7.

TOTAL ALLOCATIONS AND DEDUCTIONS WHEN
EXTENDED INVESTMENT OPTION OF 120 ADDITIONAL INVESTMENTS IS USED
25 Year Plans
(Assumes that all investments are made in accordance with the terms of the
Extended Investment Option)*

		CREATION AND SALES CHARGES		CUSTODIAN FEES		% OF TOTAL CHARGES
Monthly Investment	Total Face Amount of Plan	Creation and Sales Charges	Creation and Sales Charges as % of Total Investments	Custodian Fees(A)(B)	Total Charges(A)(B)	Net Investment in Fund Shares(C)	To Total Investments(C)	To Net Investments in Fund Shares(C)
$ 50.00	$ 15,000.00	$ 1,123.68	7.49%	$ 330.00	$ 1,453.68	$ 13,546.32	9.69%	10.73%
75.00	22,500.00	1,619.28	7.20	375.00	1,994.28	20,505.72	8.86	9.73
100.00	30,000.00	2,158.08	7.19	450.00	2,608.08	27,391.92	8.69	9.52
125.00	37,500.00	2,696.88	7.19	450.00	3,146.88	34,353.12	8.39	9.16
150.00	45,000.00	2,541.60	5.65	450.00	2,991.60	42,008.40	6.65	7.12
166.66	49,998.00	2,823.00	5.65	450.00	3,273.00	46,725.00	6.55	7.00
200.00	60,000.00	3,339.84	5.57	450.00	3,789.84	56,210.16	6.32	6.74
250.00	75,000.00	4,175.52	5.57	450.00	4,625.52	70,374.48	6.17	6.57
291.66	87,498.00	3,688.20	4.22	450.00	4,138.20	83,359.80	4.73	4.96
300.00	90,000.00	3,251.52	3.61	450.00	3,701.52	86,298.48	4.11	4.29
333.33	99,999.00	3,509.96	3.51	450.00	3,959.96	96,039.04	3.96	4.12
350.00	105,000.00	3,629.28	3.46	450.00	4,079.28	100,920.72	3.89	4.04
375.00	112,500.00	3,577.50	3.18	450.00	4,027.50	108,472.50	3.58	3.71
400.00	120,000.00	3,494.40	2.91	450.00	3,944.40	116,055.60	3.29	3.40
416.66	124,998.00	3,624.94	2.90	450.00	4,074.94	120,923.06	3.26	3.37
500.00	150,000.00	4,243.68	2.83	450.00	4,693.68	145,306.32	3.13	3.23
750.00	225,000.00	6,105.60	2.71	450.00	6,555.60	218,444.40	2.91	3.00
1,000.00	300,000.00	8,075.52	2.69	450.00	8,525.52	291,474.48	2.84	2.92
1,500.00	450,000.00	8,825.76	1.96	450.00	9,275.76	440,724.24	2.06	2.10
2,000.00	600,000.00	9,248.16	1.54	450.00	9,698.16	590,301.84	1.62	1.64
2,500.00	750,000.00	10,034.88	1.34	450.00	10,484.88	739,515.12	1.40	1.42
5,000.00	1,500,000.00	12,000.00	0.80	450.00	12,450.00	1,487,550.00	0.83	0.84
10,000.00	3,000,000.00	14,536.32	0.48	450.00	14,986.32	2,985,013.68	0.50	0.50

NOTES**:

^(A) Does not include the annual $12 Completed Plan or Inactive Account Fees, payable to the Custodian first from dividends and distributions and then, if necessary, from principal. Plans established under an Automatic Investment Program or a government allotment after November 23, 1993, will pay a reduced Custodian Fee of $0.75 per automatic investment.

<R>^(B) Does not include a service charge, payable first from dividends and distributions and then, if necessary, from principal, to cover certain administrative expenses actually incurred. The amount of such a charge will be determined by prorating the Plan's annual administrative costs over the total number of Plan accounts. In general, for the fiscal year ended September 30, 2012 the charge was $4.30 for Destiny Plans I: O per Plan account established after December 30, 1985. For plan accounts established prior to December 30, 1985 and after October 30, 1982, the charge was $10.00 per account.</R>

^(C) "Investment" means only your monthly Plan investments and does not include any reinvestment of capital gain or dividend distributions.

* Please see page 16 for a description of the Extended Investment Option.

** See "Custodian Fees and Other Service Charges" on page 7.

TOTAL ALLOCATIONS AND DEDUCTIONS WHEN
EXTENDED INVESTMENT OPTION OF 180 ADDITIONAL INVESTMENTS IS USED
30 Year Plans
(Assumes that all investments are made in accordance with the terms of the
Extended Investment Option)*

		CREATION AND SALES CHARGES		CUSTODIAN FEES		% OF TOTAL CHARGES
Monthly Investment	Total Face Amount of Plan	Creation and Sales Charges	Creation and Sales Charges as % of Total Investments	Custodian Fees(A)(B)	Total Charges(A)(B)	Net Investment in Fund Shares(C)	To Total Investments(C)	To Net Investments in Fund Shares(C)
$ 50.00	$ 18,000.00	$ 1,123.68	6.24%	$ 396.00	$ 1,519.68	$ 16,480.32	8.44%	9.22%
75.00	27,000.00	1,619.28	6.00	450.00	2,069.28	24,930.72	7.66	8.30
100.00	36,000.00	2,158.08	5.99	540.00	2,698.08	33,301.92	7.49	8.10
125.00	45,000.00	2,696.88	5.99	540.00	3,236.88	41,763.12	7.19	7.75
150.00	54,000.00	2,541.60	4.71	540.00	3,081.60	50,918.40	5.71	6.05
166.66	59,997.60	2,823.00	4.71	540.00	3,363.00	56,634.60	5.61	5.94
200.00	72,000.00	3,339.84	4.64	540.00	3,879.84	68,120.16	5.39	5.70
250.00	90,000.00	4,175.52	4.64	540.00	4,715.52	85,284.48	5.24	5.53
291.66	104,997.60	3,688.20	3.51	540.00	4,228.20	100,769.40	4.03	4.20
300.00	108,000.00	3,251.52	3.01	540.00	3,791.52	104,208.48	3.51	3.64
333.33	119,998.80	3,509.96	2.92	540.00	4,049.96	115,948.84	3.38	3.49
350.00	126,000.00	3,629.28	2.88	540.00	4,169.28	121,830.72	3.31	3.42
375.00	135,000.00	3,577.50	2.65	540.00	4,117.50	130,882.50	3.05	3.15
400.00	144,000.00	3,494.40	2.43	540.00	4,034.40	139,965.60	2.80	2.88
416.66	149,997.60	3,624.94	2.42	540.00	4,164.94	145,832.66	2.78	2.86
500.00	180,000.00	4,243.68	2.36	540.00	4,783.68	175,216.32	2.66	2.73
750.00	270,000.00	6,105.60	2.26	540.00	6,645.60	263,354.40	2.46	2.52
1,000.00	360,000.00	8,075.52	2.24	540.00	8,615.52	351,384.48	2.39	2.45
1,500.00	540,000.00	8,825.76	1.63	540.00	9,365.76	530,634.24	1.73	1.77
2,000.00	720,000.00	9,248.16	1.28	540.00	9,788.16	710,211.84	1.36	1.38
2,500.00	900,000.00	10,034.88	1.11	540.00	10,574.88	889,425.12	1.17	1.19
5,000.00	1,800,000.00	12,000.00	0.67	540.00	12,540.00	1,787,460.00	0.70	0.70
10,000.00	3,600,000.00	14,536.32	0.40	540.00	15,076.32	3,584,923.68	0.42	0.42

NOTES**:

^(A) Does not include the annual $12 Completed Plan or Inactive Account Fees, payable to the Custodian first from dividends and distributions and then, if necessary, from principal. Plans established under an Automatic Investment Program or a government allotment after November 23, 1993, will pay a reduced Custodian Fee of $0.75 per automatic investment.

<R>^(B) Does not include a service charge, payable first from dividends and distributions and then, if necessary, from principal, to cover certain administrative expenses actually incurred. The amount of such a charge will be determined by prorating the Plan's annual administrative costs over the total number of Plan accounts. In general, for the fiscal year ended September 30, 2012, the charge was $4.30 for Destiny Plans I: O per Plan account established after December 30, 1985. For plan accounts established prior to December 30, 1985 and after October 30, 1982, the charge was $10.00 per account.</R>

^(C) "Investment" means only your monthly Plan investments and does not include any reinvestment of capital gain or dividend distributions.

* Please see page 16 for a description of the Extended Investment Option.

** See "Custodian Fees and Other Service Charges" on page 7.

A $50 MONTHLY INVESTMENT PLAN
(Assumes that all investments are made in accordance with the terms of the Plan)

	At the End of Your Plan*		At the End of 6 Months (6 Investments)		At the End of 1 Year (12 Investments)		At the End of 2 Years (24 Investments)
	Amount	% of Total Investments	Amount	% of Total Investments	Amount	% of Total Investments	Amount	% of Total Investments
10 YEARS (120 INVESTMENTS)
Total Investments	$ 6,000.00	100.00%	$ 300.00	100.00%	$ 600.00	100.00%	$ 1,200.00	100.00%
Deduct: Creation and Sales Charges Custodian Fees Total Deductions(A) Net Amount Invested under Plans	494.40 132.00 626.40 5,373.60	8.24 2.20 10.44 89.56	150.00 6.60 156.60 143.40	50.00 2.20 52.20 47.80	300.00 13.20 313.20 286.80	50.00 2.20 52.20 47.80	321.60 26.40 348.00 852.00	26.80 2.20 29.00 71.00
15 YEARS (180 INVESTMENTS)
Total Investments	$ 9,000.00	100.00%	$ 300.00	100.00%	$ 600.00	100.00%	$ 1,200.00	100.00%
Deduct: Creation and Sales Charges Custodian Fees Total Deductions(A) Net Amount Invested under Plans	780.48 198.00 978.48 8,021.52	8.67 2.20 10.87 89.13	150.00 6.60 156.60 143.40	50.00 2.20 52.20 47.80	300.00 13.20 313.20 286.80	50.00 2.20 52.20 47.80	334.32 26.40 360.72 839.28	27.86 2.20 30.06 69.94
25 YEARS (300 INVESTMENTS)
Total Investments(B)	$ 15,000.00	100.00%	$ 300.00	100.00%	$ 600.00	100.00%	$ 1,200.00	100.00%
Deduct: Creation and Sales Charges Custodian Fees Total Deductions(A) Net Amount Invested under Plans	1,123.68 330.00 1,453.68 13,546.32	7.49 2.20 9.69 90.31	150.00 6.60 156.60 143.40	50.00 2.20 52.20 47.80	300.00 13.20 313.20 286.80	50.00 2.20 52.20 47.80	334.32 26.40 360.72 839.28	27.86 2.20 30.06 69.94
30 YEARS (360 INVESTMENTS)
Total Investments(B)	$ 18,000.00	100.00%	$ 300.00	100.00%	$ 600.00	100.00%	$ 1,200.00	100.00%
Deduct: Creation and Sales Charges Custodian Fees Total Deductions(A) Net Amount Invested under Plans	1,123.68 396.00 1,519.68 16,480.32	6.24 2.20 8.44 91.56	150.00 6.60 156.60 143.40	50.00 2.20 52.20 47.80	300.00 13.20 313.20 286.80	50.00 2.20 52.20 47.80	334.32 26.40 360.72 839.28	27.86 2.20 30.06 69.94

* Assumes completion of your Plan.

NOTES**:

<R>^(A) Does not include a service charge, payable first from dividends and distributions and then, if necessary, from principal, to cover certain administrative expenses actually incurred. The amount of such a charge will be determined by prorating the Plan's annual administrative costs over the total number of Plan accounts. In general, for the fiscal year ended September 30, 2012, the charge was $4.30 for Destiny Plans I: O per Plan account established on or after December 30, 1985.</R>

^(B) The 25-year (300 investments) or 30-year (360 investments) schedules reflect the charges applicable to a 15 year Plan which is continued under the Extended Investment Option. It does not include the reduced Custodian Fee rate of $0.75 per automatic investment for Plans established under an Automatic Investment Program or a government allotment, as described on page 14. The Custodian Fee may be increased as set forth in "Custodian Fees and Other Service Charges" on page 7.

** See "Custodian Fees and Other Service Charges" on page 7.

Dividends and distributions received on Fund shares during the periods shown above have not been included or reflected in any way in the amounts shown in the table.

After the first 12 investments, the Creation and Sales Charges deducted from any investment will not exceed 3.73% of the net investment in Fund shares in the case of a 10 year Plan and 6.07% of the net investment in Fund shares in the case of a 15 year Plan (before deduction of Custodian Fee).

The amounts shown do not reflect the deduction of any of the Account Fees described on page 7.

KEEPING YOUR PLAN CURRENT

Your Plan calls for monthly investments for a period of either 10 or 15 years, with the option of extending a 15 year Plan for another 15 years. You are not likely to realize the full benefit of your Plan unless you complete your Plan. You should carefully consider your ability to make monthly investments for the length of time required to complete your Plan before you start a Plan. The Plans offer an Automatic Investment Program to assist you in making your monthly investments. See "Automatic Investment Program and Government Allotments" below.

If you stop making monthly investments, your ability to benefit from dollar-cost averaging will be reduced. See "Dollar-Cost Averaging and Diversification" below. If you stop making monthly investments and have not made any of your monthly investments in advance of their due date, your Plan will no longer be current. An inactive account fee of $12 is charged annually if you have not completed your Plan and no investment has been made for a 12-month period, after giving credit for any prepayment of monthly investments that you may have made. This fee is deducted from dividends and distributions or, if these are not sufficient, the Custodian has the right to obtain the amount needed to pay its fee by selling Fund shares from your Plan account.

Under current policy, one investment is required during each 6-month period of the calendar year to prevent the Plan from being in default. Your Plan may be terminated by the Sponsor or the Custodian if it is in default. See "Termination of Your Plan by the Sponsor or Custodian" on page 21.

DOLLAR-COST AVERAGING AND DIVERSIFICATION

The Destiny Plans were created to utilize the investing method of dollar-cost averaging. Dollar-cost averaging is a strategy of buying fixed dollar amounts of securities at regular intervals, regardless of the price of the shares. In the Destiny Plans, you invest a fixed amount on a monthly basis. Your monthly investment of a fixed dollar amount buys more shares when the share price is low and fewer shares when the share price is high. The benefit of this method is that, over time, the average cost of your shares will be lower than the average price of those shares. Dollar-cost averaging does not assure a profit or protect against a loss. If you sell your Fund shares when their value is less than their cost, you will incur a loss.

Diversification can help you manage the investment risk by decreasing the volatility of a portfolio of securities. The Destiny Portfolios are diversified, which means that the Funds invest in a number of different securities.

PLAN FEATURES

1. Automatic Investment Program and Government Allotments

To encourage and assist you in making monthly investments, and to eliminate the burden of writing a check every month, you may arrange to have your investments made automatically by establishing an Automatic Investment Program or, if you are a member of the military, a government allotment.

How to Establish, Change or Terminate an Automatic Investment Program

To establish an Automatic Investment Program, you should complete a Preauthorized Electronic Transaction Form, attach a voided blank check or deposit slip, and send it to Boston Financial at least 15 days before the date the Automatic Investment Program is to go into effect. Boston Financial will then electronically draw against your bank account each month in the amount of the monthly Plan investment. To change your Automatic Investment Program, you must give written notice to Boston Financial at least 15 days before the date on which the change is to go into effect.

To terminate your Automatic Investment Program, you must notify Boston Financial at least 5 days before the date of the next scheduled electronic transfer by calling Boston Financial at 1-800-225-5270 or by writing to Boston Financial Data Services, Inc., P.O. Box 8300, Boston, Massachusetts 02266-8300.

How to Establish, Change or Terminate a Government Allotment

Members of the military may establish a government allotment by completing the appropriate government allotment form.

You may change or terminate a government allotment at any time by giving notice to your government disbursing office.

Please obtain forms to establish, change, or terminate a government allotment from your government disbursing office. Boston Financial cannot supply you with these forms.

2. Rights of Accumulation

You may qualify to pay lower Creation and Sales Charges on Plans where you increase the Face Amount, by aggregating their Face Amounts with the following holdings registered to you, members of your immediate family, or certain fiduciary accounts described below: (i) the Face Amounts of any current Plans, (ii) Class A, Class T, Class B, and Class C shares of any Fidelity Advisor fund, (iii) Advisor B Class shares and Advisor C Class shares of Treasury Fund, and (iv) Daily Money Class shares of Treasury Fund, Prime Fund or Tax-Exempt Fund acquired by exchange from any Fidelity Advisor fund. In addition, when you increase the Face Amount of an existing Plan, you may also qualify to reduce the Creation and Sales Charges you pay on future investments into any existing individual IRA Plans which are registered to you or your immediate family. 10 year and 15 year Plans may not be combined for purposes of taking advantage of these rights of accumulation.

To use this privilege, you or your investment professional must notify the Sponsor in writing that you wish to aggregate the Face Amounts of each of the Plans that qualify for rights of accumulation for the purpose of determining the applicable Creation and Sales Charges. A letter of instruction for each face change must be submitted at the same time that you send your notice.

Each Plan must be current at the time you send your notice. For rights of accumulation, a Plan is considered to be current if:

It has been completed and not redeemed; or

It has not been completed, but has at least as many investments recorded as there are months elapsed since establishment or since being increased; or

It is a qualified retirement plan, including an IRA.

If one or more of the Plans, other than a qualified retirement plan, that are combined to take advantage of this privilege subsequently becomes no longer current, the remaining Creation and Sales Charges will be recalculated to reflect the charges applicable to the Plan or Plans that remain current.

You may only combine Plans that are registered to you, your spouse, your children under the age of 21, or a trustee or other fiduciary of a single trust estate or single fiduciary account. For the purpose of this privilege, a single fiduciary account includes a pension, profit-sharing or other employee benefit trust created pursuant to a plan qualified under Section 401 of the Internal Revenue Code, and a trust estate or fiduciary account may have more than one beneficiary. This privilege is not available to any group of individuals whose funds are combined, directly or indirectly, for the purchase of redeemable securities of a registered investment company whether jointly or through a trustee, agent, custodian or other representative for that group of individuals.

3. Distributions

Unless you direct otherwise, all dividends and other distributions, after applicable deductions, are automatically used to purchase additional Class O shares of the Fund at NAV as of the record date for the distribution. No sales charge is made on any reinvestment of dividends or other distributions.

You must instruct Boston Financial if you wish to receive the dividends and other distributions in cash rather than additional shares. Your instructions must be received at least seven days before the record date of a dividend or distribution. You may change these instructions at any time. Distributions on Fidelity Destiny IRAs are automatically reinvested.

Dividends and other distributions are made on a per-share basis. After every distribution, the value of a share drops by the amount of the distribution. If you make an investment shortly before the ex-dividend date of the dividend or distribution, you will pay a price for the shares that includes the amount of the dividend or distribution. This is called "buying a dividend." Dividends and distributions, if declared, are normally paid annually by each Fund, and may be taxable to you. See "Taxes" on page 20.

4. Federal Voluntary Income Tax Withholding

Boston Financial can withhold up to 28% of any dividend or other distribution paid by the Fund for income taxes and send that amount to the Internal Revenue Service as a credit against your tax liability, if any. The amount withheld may or may not be equal to the additional taxes you may owe on the dividend or distribution. If you choose to authorize this withholding, the number of Fund shares purchased with the remainder of the dividend or distribution will be less than would otherwise have been the case.

Federal Voluntary Income Tax Withholding is available only for non-retirement (taxable) accounts. This withholding option can be started by submitting a Tax Withholding Form, which is included with your Plan Application, to Boston Financial at least 30 days before the option is to take effect. Once started, the withholding option will remain in effect until you notify Boston Financial in writing to end the withholding. For withholding tax information on distributions from qualified plans or Individual Retirement Accounts, please refer to your qualified plan documents or custodial agreement.

5. Your Voting Rights

You will receive a notice at least 15 days before any matter is submitted to a vote of the shareholders of the Fund. The Custodian will vote on these matters according to your instructions. In the absence of instructions on how you wish to vote, the Custodian will vote all the votes of the Plan in the same proportion as it votes the shares for which it has received instructions from other Planholders in your Plan. The number of votes you are entitled to is based upon the dollar value of your investment. If you wish to attend a meeting at which shares may be voted, you may request Boston Financial to furnish a proxy or otherwise make arrangements for exercising your voting rights.

6. Making Advance Investments

You are normally expected to make 12 regularly scheduled investments each calendar year. If you wish to complete your Plan ahead of schedule, you may make advance investments singly or in lump-sum amounts at any time during the life of your Plan.

There is no restriction on the number of advance investments you may make during the life of your Plan, but the total amount of all your investments made during the life of your Plan may not exceed the total Face Amount of your Plan, unless you are exercising the Extended Investment Option. See "Extended Investment Option" on page 16. Investments made in excess of this limit will be returned to you at the address of record. Monthly investments may also be paid in lump-sum amounts to make a Plan that is in arrears current. When you make advance investments, you pay the applicable Creation and Sales Charges that you pay on regular monthly investments.

7. Changing the Face Amount of Your Plan

<R> You may increase the Face Amount of your Plan at any time. This is called making a Face Change to your Plan. You may choose a new Face Amount that is one of the monthly investment amounts shown in the tables on pages 9, 10, 11 and 12. Within 12 months of the time you increase the Face Amount of your Plan, you may decrease your Face Amount back to an amount not lower than the Plan's previous Face Amount. Within 12 months of the time you open a new Plan, you may decrease your Face Amount by as much as 50%. This privilege is only available to Plans with Face Amounts of at least $12,000 ($100 per month).</R>

You must send your request for a change in the Face Amount of a Plan to Boston Financial or your representative along with a letter of instruction for the new Face Amount.

Changes in the Face Amount of your Plan (increases or decreases) will not take effect until the Custodian receives written instructions in good order from you.

Whether you increase or decrease your Face Amount, a change in the Face Amount does not create new cancellation and refund rights. However, your Plan will be subject to the fees and deductions applicable to Plans of the same Face Amount opened at the time that you change the Face Amount of your Plan, as described in the then currently effective prospectus. The Creation and Sales Charges you have already paid on your existing Plan will be recomputed and applied as a credit to the Creation and Sales Charges due on your changed Plan, if any, at the time you change the Face Amount of your Plan. Any additional Creation and Sales Charges due on your changed Plan will be paid by liquidating Fund shares held by your Plan.

8. Extended Investment Option

If you purchase a 15 year Plan, you may continue making monthly investments into your Plan after you complete all scheduled investments by making your initial investment within six months after your 180th payment. You will not be allowed to automatically activate the extended investment option after the six months following your 180th payment. If you purchase a 10 year Plan, you must first change the Face Amount of your Plan to that of a 15 year Plan and complete that Plan before activating the Extended Investment Option. You may make as many as 180 additional monthly investments, for a total of 360 investments. Investments which exceed this limit will be returned to you at the address of record.

Your additional investments are subject to the same deductions (with the exception of the Custodian Fee) as your last scheduled investment, except that you will not pay additional Creation and Sales charges on each subsequent investment beyond your 300th payment. If you stop making investments under the Extended Investment Option, and your Plan is not current for six consecutive months, the Sponsor or the Custodian may terminate your Plan. The Custodian reserves the right to increase the Custodian Fee applicable to this period to the rate then being charged for new Plans of the same Plan size. In no case, however, will this new rate be more than 75% higher than the Custodian Fees detailed in this Prospectus. Your Extended Investment Option will end after your 360th monthly Plan investment.

9. Partial Redemption of Your Plan Shares

Normally, if you redeem all of your Plan shares, your Plan will terminate. However, you may redeem less than all of your Plan shares without terminating your Plan. If you have owned your Plan for at least 45 days, you may direct the Custodian, as agent, to redeem up to 90% of the value of your Plan shares, expressed in dollars, and to pay you the proceeds. You may make partial redemptions as often as you desire. Any partial sale of shares and cash withdrawal must involve at least $100.

When you make partial redemptions, you may elect to hold Fund shares directly by instructing the Custodian to deliver any or all of the Fund shares that have accumulated in your Plan for at least 60 days, properly registered in your name, to Fidelity Investments Institutional Operations Company, Inc., the transfer agent of the Fund. You may exchange your Fund shares for shares of any of the Fidelity funds, including Class A shares of any of the Fidelity funds that offer Advisor classes of shares, subject to minimum initial investment requirements. For more information, see "Completed Plans and Exchanges" on page 20 and "Exchanging Shares" on page P-10 of the Fund's prospectus.

Where to Send Requests. Your partial redemption request should be sent to Boston Financial Data Services, Inc., P.O. Box 8300, Boston, Massachusetts 02266-8300. Your request must be signed and any required medallion signature guarantee must be received in proper order before any cash withdrawals or redemptions can be executed.

Medallion Signature Guarantees May Be Required. If your partial redemption results in a cash withdrawal of more than $100,000, if the proceeds are to be sent to an address other than the address of record, or if the proceeds are to be paid to someone other than the record owner of the account, a medallion signature guarantee is required. A medallion signature guarantee is also required if the address of record has changed within the last 15 days and you wish to sell $10,000 or more of shares. A medallion signature guarantee is a widely accepted way to protect you and Fidelity by guaranteeing the signature that appears on your request. A medallion signature guarantee may not be provided by a notary public. The Custodian will accept medallion signature guarantees from banks, brokers, dealers, municipal securities dealers, municipal securities brokers, government securities dealers, government securities brokers, credit unions (if authorized under state law), national securities exchanges, registered securities associations, clearing agencies and savings associations.

Telephone Requests. You may also make partial redemptions by telephone by calling Boston Financial at 1-800-225-5270, as long as you are not withdrawing more than 90% or $100,000 from your Plan and your request does not require a medallion signature guarantee.

Automated Clearing House or Bank Wire. You may also make partial redemptions via the Automated Clearing House ("ACH") or the Federal Reserve Wire System by calling Boston Financial at 1-800-225-5270. You must sign up for the ACH or wire feature at least 5 days before using it. Please call your investment professional or Boston Financial to verify that this feature is set up on your account. You must designate the U.S. commercial bank account(s) into which you want the redemption proceeds deposited. To add the ACH or wire feature or to change the bank account designated to receive redemption proceeds at any time prior to making a redemption request, you should send a letter of instruction, including a medallion signature guarantee and a blank voided check, to Boston Financial Data Services, Inc. P.O. Box 8300, Boston, Massachusetts 02266-8300. A $10 fee will be charged for each redemption of shares via the Federal Reserve Wire System.

Redemption Prices and Proceeds. The redemption price for the partial redemption will be at the NAV calculated after your order is received in proper form. Partial redemption requests must be received by 4:00 p.m. Eastern time to receive that day's NAV. You will receive proceeds by check made payable as the account is registered and mailed to the address of record. Ordinarily, you will be sent the proceeds of a partial redemption within seven calendar days from the time Boston Financial accepts the request. However, Boston Financial will not mail redemption proceeds until checks received for the shares purchased have cleared (which may take up to 7 calendar days). The right of redemption of shares of the Fund may be suspended at times when the New York Stock Exchange is closed or if the Securities and Exchange Commission ("SEC") has determined that certain other emergencies exist. If the right of redemption of shares is suspended, Fund shares may not be redeemed, and therefore, cash withdrawals may not be made.

Certain Tax Consequences: Your Responsibilities. You may realize a capital gain or loss for federal income tax purposes on partial redemptions even if you replace the shares pursuant to the "replacement option" described in the following paragraph. If assets from a Fidelity Destiny IRA are distributed directly to you, you will be responsible for any income taxes due on the distribution and, if you are under the age of 59 1/2, you may be subject to an early distribution penalty if those assets are not reinvested into another IRA within 60 days of receipt of the distribution.

Replacement Option. If you make a partial redemption of some of your Plan shares, you may, but are not obligated to, replace those shares by repurchasing them, up to the dollar amount of the original sale, at any time after 90 days from the date of the original sale. If you own a Fidelity Destiny IRA, you may replace those shares by repurchasing them, up to the dollar amount of the original sale, at any time after 45 days from the date of the original sale. The annual contribution limitation will apply for such purchases.

You may replace Plan shares at any time after 90 days (45 days for Fidelity Destiny IRAs), and the replacement need not be made in one transaction. However, the amount of any repurchase of shares following a partial redemption must be at least 25% of the amount redeemed or $500, whichever is less. Replacements of partial redemptions should be clearly identified to distinguish them from additional investments. The Custodian or Boston Financial may require additional documentation. Your replacement will be applied to the purchase of Fund shares at the next determined NAV. Partial redemptions and replacements do not affect the total number of monthly investments to be made or the unpaid balance of monthly investments.

The partial redemption and replacement privileges are intended to facilitate the temporary use of funds invested in your Plan for emergency purposes. The Sponsor reserves the right to limit the number of transactions you may use to replace a partial redemption and to impose such additional restrictions as, in its judgment, are necessary to conform with the requirements of NASD Rule 2830 of the Rules of the Financial Industry Regulatory Authority ("FINRA").

10. Systematic Withdrawal Program

When you have completed your Plan, you may choose to start a Systematic Withdrawal Program. You may also start a Systematic Withdrawal Program prior to completing your Plan if you provide Boston Financial with written notification that you do not intend to make any additional investments. If you resume making investments, you may want to consider discontinuing the Systematic Withdrawal Program because of the Creation and Sales Charges. If you have a Fidelity Destiny IRA and are 59 1/2 years old or older, you do not have to complete your Plan, or provide notification that you do not intend to make additional investments, before you start a Systematic Withdrawal Program.

How to Start a Systematic Withdrawal Program. To start this program, you direct the Custodian, as your agent, to withdraw the necessary shares from your Plan account so that the Custodian may make regular cash withdrawals on a monthly or quarterly basis. You may authorize cash withdrawals of any amount, subject to a $50 minimum. The Sponsor has established the $50 minimum for administrative convenience: it should not be considered a recommended Systematic Withdrawal amount. You may change the dollar amount of the withdrawal or stop the Systematic Withdrawal Program at any time. To make program withdrawals by ACH or bank wire please follow the instructions set forth above in Section 9 under Partial Redemption of Your Plan Shares - Automated Clearing House or Bank Wire.

Your Plan will remain in full force and effect with all rights and privileges until all shares have been withdrawn from your account. You should realize that withdrawals in excess of the dividends and distributions paid on your Plan shares will be made from principal and eventually may exhaust your Plan account. Therefore, these withdrawals cannot be considered as income on your investment. You may also realize a capital gain or loss for federal income tax purposes upon payment of each withdrawal. If you purchase two or more Plans, it is ordinarily disadvantageous to participate in the Systematic Withdrawal Program on a completed Plan while still making monthly investments on the uncompleted Plan.

The Sponsor reserves the right to stop offering the Systematic Withdrawal Program at any time after giving 90-days' notice to all Planholders who have not elected to participate in the program. If you are currently participating in the program at that time, you will be allowed to continue your program. The Sponsor is not currently contemplating ending the program.

11. Transferring or Assigning Your Rights in a Plan

To secure a loan, you may assign your right, title and interest in all, or a part of, your Plan to a bank or other lending institution. You may not assign or transfer your rights in a Plan if it is a Fidelity Destiny IRA or other qualified retirement account, a UTMA Plan, or a UGMA Plan. Additional documentation may be required by the lending institution. To obtain additional information about the necessary forms and procedures please call Boston Financial at 1-800-225-5270.

You may also transfer your right, title, and interest to another person whose only right shall be the privilege of complete withdrawal from the Plan, or transfer your right, title, and interest to another person, trustee, or custodian acceptable to the Sponsor, who has applied to the Sponsor for a similar Plan. Additional documentation may be required. Boston Financial or your representative will provide you with the appropriate assignment forms. You will be liable for any transfer taxes that may be incurred.

12. Transfer of Broker

A shareholder may change the broker/dealer firm of record for his or her account by sending a letter of instruction to Boston Financial Data Services, Inc. P.O. Box 8300, Boston, MA 02266-8300.

13. Your Cancellation and Refund Rights

45-day Cancellation Right. You have certain cancellation rights. Within 60 days after your initial investment in a new Plan, the Custodian will send you a notice about these rights. If you elect to cancel your Plan within 45 days of the date of the mailing of that notice, you will receive a cash refund equal to the sum of (1) the total net asset value of the Fund shares credited to your Plan account on the date that the cancellation request is received by Boston Financial and (2) an amount equal to the difference between the total investments made under the Plan and the net amount invested in Fund shares (including all Custodian Fees paid to date).

18-Month Cancellation Right. In addition, you may cancel your Plan at any time within 18 months of your initial investment by sending written instructions to Boston Financial. If you cancel your Plan after the 45-day cancellation period described above has expired but before the 18 month cancellation period expires, you will receive a cash refund equal to the sum of (1) the total net asset value of the Fund shares credited to your Plan account on the date that the cancellation request is received by Boston Financial and (2) the amount by which the Creation and Sales Charges deducted from your total investments exceed 15% of the investments made up to the date of redemption. Custodian Fees, which may amount to 2.2% of the total investments, are not subject to refund.

Where to Send a Request. In order to receive the above refunds, you must send a written cancellation request to Boston Financial Data Services, Inc., P.O. Box 8300, Boston, Massachusetts 02266-8300. For your protection, if the amount of your refund will be more than $100,000, if the proceeds are to be sent to an address other than the address of record, if the proceeds are to be paid to someone other than the record owner of the account, or if you have changed your address within 15 days of your cancellation request and you wish to sell $10,000 or more of shares, your request must be signed by all the registered owners and you must include a medallion signature guarantee on your cancellation request.

Reinstatement After Cancellation. If you exercise your Cancellation and Refund Rights and redeem your Plan, you may not reinstate the proceeds from such a cancellation or refund at NAV, except as described under "Plan Reinstatement" on page 20. You may realize a capital gain or loss for federal income tax purposes at the time of redemption.

Notices. The Sponsor will send you a written notice of the 18-month right of cancellation if, during the first 15 months after the issuance of your Plan, you have missed three or more investments, or if, after the first 15 months but prior to the end of 18 months from the issuance of your Plan, you have missed one investment or more. If the Sponsor has previously sent you a notice during the first 15 months after the issuance of your Plan, a second notice will not be sent even if additional investments are missed. These notices will inform you of your Plan cancellation rights, and will include the value of your Plan and the amount you would be entitled to receive upon cancellation, as of the date of the notice.

14. Terminating Your Plan

You may terminate your Plan completely at any time by redeeming all your shares. However, if you terminate your Plan before completing all the scheduled investments, the percentage of your total investments that will have been paid as Creation and Sales Charges will be higher than if you had completed your Plan. You may also partially redeem your Plan. See "Partial Redemption of Your Plan Shares" on page 17. If you terminate your Plan more than 60 days from the date of issuance of your Plan, you may avoid paying any commission that a security dealer may charge for terminating your Plan by sending written notice of termination to Boston Financial. If your Plan is not complete, a charge of $2.50 will be made for terminating your Plan.

<R> Options Following Termination. When you terminate your Plan, you may choose to hold Fund shares directly by instructing the Custodian to deliver any or all of the Fund shares that have accumulated in your Plan for at least 60 days, properly registered in your name, to Fidelity Investments Institutional Operations Company, Inc., the transfer agent of the Fund. You may exchange your Fund shares for shares of any of the Fidelity funds, including Class A shares of any of the Fidelity funds that offer Advisor classes of shares, subject to minimum initial investment requirements. You may also receive a check for the proceeds by directing the Custodian, as your agent, to withdraw the shares, redeem them, and send the proceeds to you. For more information, see "Completed Plans and Exchanges" on page 20 and "Exchanging Shares" on page P-10 of the Fund's prospectus.</R>

Where to Send Requests. Termination requests should be sent to Boston Financial Data Services, Inc., P.O. Box 8300, Boston, Massachusetts 02266-8300. Your termination request and any necessary medallion signature guarantees must be received in proper order before any withdrawals or redemptions can be executed. For your protection, if the amount of your proceeds from termination will be more than $100,000, if the proceeds are to be sent to an address other than the address of record, if the proceeds are to be paid to someone other than the record owner of the account, or if you have changed your address within 15 days of your termination request and you wish to sell $10,000 or more of shares, your request must be signed by all the registered owners and you must include a medallion signature guarantee on your termination request.

Automated Clearing House or Bank Wire. You may redeem your shares via the ACH or the Federal Reserve Wire System by calling Boston Financial at 1-800-225-5270. You must sign up for the ACH or the wire feature at least five days before using it. Please call your investment professional or Boston Financial to verify that this feature is set up on your account. You must designate the U.S. commercial bank account(s) into which you want the redemption proceeds deposited. To add the ACH or the wire feature or to change the bank account designated to receive redemption proceeds at any time prior to making a redemption request, you should send a letter of instruction, including a medallion signature guarantee and a blank voided check, to Boston Financial Data Services, Inc. P. O. Box 8300, Boston, Massachusetts 02266-8300. A $10 fee will be charged on each redemption of shares via the Federal Reserve Wire System.

Redemption Prices and Proceeds. The redemption price of your Fund shares will be at the NAV calculated after your order is received in proper form. Termination requests must be received by 4:00 p.m. Eastern Time to receive that day's NAV. You will receive proceeds by check made payable as the account is registered and mailed to the address of record. Ordinarily, you will be sent the proceeds within seven calendar days from the time Boston Financial accepts your termination request. However, Boston Financial will not mail redemption proceeds until checks received for the shares purchased have cleared (which may take up to 7 calendar days). The right of redemption of shares of the Fund may be suspended at times when the New York Stock Exchange is closed or if the SEC has determined that certain other emergencies exist. If the right of redemption of shares is suspended, Fund shares may not be redeemed, and therefore, cash withdrawals may not be made.

15. Completed Plans and Exchanges

Once you have completed your Plan, you may elect to hold shares of the Fund directly by instructing the Custodian to deliver any or all of the Fund shares that have accumulated in your Plan, properly registered in your name, to the transfer agent of the Funds. To transfer your shares to the Fund, you will need to complete a Fidelity fund application. An annual fee of $12 will be charged if you have completed your Plan but elected not to hold shares of the Fund directly.

Fund shares held directly by you may be exchanged at NAV for shares of any of the Fidelity funds, including Class A shares of Fidelity funds that offer Advisor classes of shares, subject to minimum initial investment requirements. FMR is the investment adviser of the Fidelity funds. For more information, see "Exchanging Shares" on page P-10 of the Fund's prospectus.

Exchanges between Destiny Plans I: O and Destiny Plans II: O (offered by means of a separate prospectus) are not permitted, nor may exchanges be made between these Plans and Destiny Plans I: N or Destiny Plans II: N offered by means of separate prospectuses. Shares of any class of the Fund held by any Destiny Plans may not be exchanged for shares of any class of Fidelity Advisor Capital Development Fund, nor may shares of any class of Fidelity Advisor Capital Development Fund held by any Destiny Plans be exchanged for shares of the Fund.

16. Plan Reinstatement

You may reinstate a terminated Plan without any Creation and Sales Charges on the reinstated amount during the original term of your Plan under the same account registration as your terminated Plan. You must make your reinstatement within 90 days after the date you terminated your Plan. You need not reinstate all of the proceeds which you received upon termination, but you must reinstate at least 10% of the gross proceeds from the termination of your Plan. When you reinstate your Plan, it will be the same type of Plan, and invest in the same class of Fund shares, as your terminated Plan, at the NAV of that class next determined after your reinstatement request is received in good order by Boston Financial.

You may terminate tax-advantaged retirement Plan accounts and rollover (reinstate) the assets into another tax-advantaged retirement account without any sales charge as often as you wish subject to regulatory limitations as long as the only difference in the account registration of the Plan account is the name of the type of tax-advantaged retirement account. You may wish to consult with a tax adviser before terminating a tax-advantaged retirement account.

If you terminated your Plan and redeemed your shares under the Cancellation and Refund Rights described on page 18, you may not reinstate the proceeds from such a cancellation or refund at NAV until all refunded Creation and Sales Charges that were refunded in the cancellation have been deducted from the amount being replaced. The plan reinstatement privilege is separate from the partial redemption privilege described on page 17.

When you reinstate your Plan, your Plan will resume at the same monthly investment number that would have been due if you had not terminated your Plan. Your reinstated Plan will be credited for all monthly investments made to your terminated Plan. The total number of monthly investments to be made on your Plan will remain the same.

The Sponsor may, from time to time, extend the plan reinstatement privilege beyond the 90-day period on the terms described above. The extended reinstatement period will not be available unless the Sponsor has specified a time period during which the 90-day reinstatement period has been extended.

You should recognize that if you terminate your Plan you may realize a gain or loss for federal income tax purposes, but if you reinvest some or all of the proceeds in your Destiny Plan within 30 days of that termination date, you may not recognize a loss for federal income tax purposes.

17. Taxes

For tax purposes, you will be treated as directly owning Fund shares. The Fidelity Destiny Portfolios prospectus more fully describes how the dividends and distributions that are paid to you or reinvested for you may be taxable to you. You bear the responsibility for any taxes payable with respect to any of the profits realized on sales or transfers by the Custodian or Sponsor of Fund shares or other property credited to your account in accordance with the provisions of your Plan and for any taxes levied or assessed with respect to Fund shares or the income from Fund shares. For more information, see "Tax Consequences" on page P-11 of the Fund's prospectus.

The cost basis of your shares is the amount you paid for those shares, including the Creation and Sales Charges and the cost of any reinvested distributions. If you own a Fidelity Destiny IRA and itemize your deductions, you may be able to claim a miscellaneous itemized deduction for any administrative or trustee fees incurred in connection with that IRA if those fees are billed separately or paid separately.

18. Termination of Your Plan by the Sponsor or Custodian

Although a Plan may call for regular investments over a 10 year or 15 year period, neither the Sponsor nor the Custodian can terminate your Plan until 360 investments have been made unless the Plan is in default or unless shares of the Fund are not obtainable and a substitution is not made. See "Substitution of the Underlying Investment" on page 21. Normally, a Plan is in default if no investments have been made for six consecutive months. However, under the current policy, a Plan is not in default if one investment has been made during each six-month period of the calendar year. Although the Sponsor does not currently intend to do so, the Sponsor reserves the right to change the current default policy in the future. The default period will not start until you have been given full credit for the amount of any advance investments you have made.

After 360 investments, or if other events justify termination, the Sponsor or the Custodian may terminate your Plan with 60 days written notice by mailing you notice of termination at the address shown on your Plan account registration. The notice will request that you choose to have the Plan distributed either in cash or in Fund shares (together with the cash value of any fractional shares) after deduction for all authorized charges, fees and expenses. Upon termination, the Custodian, acting as your agent, may surrender for liquidation either all of the Fund shares credited to your Plan or sufficient Fund shares to pay all authorized deductions and leave no fractional shares. The Fund shares and any cash remaining after paying all authorized deductions will be held by the Custodian for delivery to you.

No interest will be paid by the Custodian on any cash balances. If you do not respond within 60 days after the notice of termination is mailed to you, the Custodian, at its discretion, may at any time thereafter fully discharge its obligations by mailing a check for the liquidated value of the Fund shares to you. You will then have no further rights under the Plan except that if the check is returned to the Custodian undelivered, the Custodian will continue to hold these assets for your benefit, subject only to any applicable escheatment laws. The Custodian has no obligation to pay interest on or to reinvest checks returned to it.

SUBSTITUTION OF THE UNDERLYING INVESTMENT

The Sponsor may substitute the shares of another investment medium as the underlying investment if it deems the substitution to be in the best interest of Planholders. The substituted shares shall be generally comparable in character and quality to the present Fund shares, and shall be registered with the SEC under the Securities Act of 1933. Before any substitution can be effected, the Sponsor must:

(a) obtain an order from the SEC approving the substitution;

(b) give written notice of the proposed substitution to the Custodian;

(c) give a written notice of the proposed substitution to each Planholder that includes a reasonable description of the new fund shares, with the advice that, unless the Plan is surrendered within 30 days of the date of the mailing of the notice, you will be considered to have consented to the substitution and to have agreed to bear the pro rata share of expenses and taxes in connection with it; and

(d) provide the Custodian with a signed certificate stating that proper notice under these provisions has been given to each Planholder.

If your Plan is not surrendered within 30 days from the date the notice was sent to you, the Custodian shall purchase the new shares for your Plan with any dividends or distributions which may be reinvested for your Plan. If the new shares are also to be substituted for the shares your Plan already holds, the Sponsor must arrange to have the Custodian furnished, without payment of a sales charge or fees of any kind, with new shares having an aggregate value equal to the value of the shares for which they are to be exchanged.

If Fund shares are not available for purchase for a period of 120 days or longer, and the Sponsor fails to substitute other shares, the Custodian may, but is not required to, either select another underlying investment or terminate the Plan. If the Custodian selects a substitute investment, it shall first obtain an order from the SEC approving the substitution, as specified above, and then shall notify each Planholder. If, within 30 days after mailing the required notice to you, you give your written approval of the substitution and agree to bear the pro rata share of actual expenses, including tax liability sustained by the Custodian, the Custodian may thereafter purchase the substituted shares. Your failure to give written approval of the substitution within the 30-day period shall give the Custodian the authority to terminate your Plan.

GENERAL

The terms of the Plan are set out in a Custodian Agreement, which is governed by the laws of the Commonwealth of Massachusetts. The Plan is a unit investment trust under the Investment Company Act of 1940 ("1940 Act"), and is registered with the SEC. Registration with the SEC does not imply supervision of management or investment practices or policies by the SEC. No Plan certificates are available. New Fidelity Systematic Investment Plans are no longer offered for sale.

In addition to the Plan described in this prospectus there are currently three other series of Fidelity Systematic Investment Plans: Destiny Plans II: O (together with the Plan, the "O Plans"), Destiny Plans I: N and Destiny Plans II: N (together, the "N Plans"). A copy of separate prospectuses describing the three Plans in detail is available from your investment professional or from Fidelity Distributors Corporation. The O Plans have been closed to new investors since December 15, 1999. The N Plans have been closed to new investors since October 27, 2006.

The organization, management and investment policies of Fidelity Destiny Portfolios are fully described in the Fund's prospectus beginning on page P-1. Generally, shares of the Fund are purchased at the next NAV calculated after your investment is received in good order by the Custodian. Dividends and distributions received on Fund shares will be reinvested by the Custodian, after making authorized deductions, in additional shares of the Fund at the then-current NAV unless otherwise directed by the Sponsor or unless you direct Boston Financial to remit them to you in cash.

Commissions ranging from 41.7% to 92.4% of the total Creation and Sales Charges will be paid to authorized investment broker-dealer firms and mutual fund dealers that are members of FINRA and have executed a Destiny Selling Dealer Agreement with the Sponsor. From time to time the Sponsor may increase the commissions paid to broker-dealer firms to 100%. These broker-dealers are independent contractors. Nothing in this prospectus or in other literature or confirmations issued by the Sponsor, the Custodian or Boston Financial including the words "representative" or "commission," makes any broker-dealer a partner, employee or agent of the Sponsor, the Custodian or Boston Financial. Neither the Sponsor, the Custodian nor Boston Financial shall be liable for any acts or obligations of any dealer or investment broker.

THE CUSTODIAN

State Street Bank and Trust Company, State Street Financial Center, One Lincoln Street, Massachusetts, is the Custodian for the Plan under a Custodian Agreement with the Sponsor and maintains custody of the Plan. Plan services are provided by the Custodian or its affiliated bookkeeping and administrative service agent, Boston Financial Data Services, Inc. (Boston Financial). Acting as your agent, the Custodian assumes the responsibility for the many administrative details of your Plan.

All correspondence should be directed to Boston Financial Data Services, Inc., P.O. Box 8300, Boston, Massachusetts 02266-8300 or your financial representative.

The Custodian has delegated certain administrative functions to Boston Financial, an affiliate of the Custodian. Under the delegation arrangement, the Custodian pays to Boston Financial all or a portion of the fees and charges made in the course of performing the administrative functions. Boston Financial mails to each Planholder a receipt for each investment, a statement of the number of shares held in the Plan, notices, including distribution notices and tax statements, reports to shareholders, prospectuses and proxy material.

You send your monthly Plan investments to Boston Financial. After making authorized deductions, Boston Financial applies the money to the purchase of Fund shares. Investments in the Plan purchase shares of Class O of the Fund. The Custodian holds these Fund shares in its custody, receiving dividends and distributions that, at your option, may be remitted either to you or reinvested in additional Fund shares.

The Custodian causes periodic audits to be taken of the records it maintains relating to the Plan, unless those audits are arranged for by the Sponsor, and prepares certain other reports required by law.

The Custodian has assumed only those obligations specifically imposed on it under the Custodian Agreement with the Sponsor. These obligations do not include the duties of investment ordinarily imposed upon a trustee. The Custodian has no responsibility for the choice of the underlying investment, for the investment policies and practices of the manager of the Fund or for the acts or omissions of the Sponsor.

The Custodian Agreement cannot be amended to adversely affect your rights and privileges without your written consent, nor may the Custodian resign unless a successor has been designated and has accepted the Custodianship. The successor must be a bank or trust company that has capital, surplus and undivided profits totaling at least $2,000,000. The Custodian may be changed without notice to you or your approval. The Custodian may terminate its obligation to accept new Plans for custodianship if the Sponsor fails to perform certain activities it is required to perform under the Custodian Agreement or if the Custodian terminates its custodianship on 90 days' notice after the third year of the term of the Custodian Agreement, or on 30 days' notice after the expiration of any further two-year period.

THE SPONSOR

Fidelity Distributors Corporation (Distributors or Sponsor), 82 Devonshire Street, Boston, Massachusetts 02109, is a Massachusetts corporation organized on July 18, 1960. It is a broker-dealer registered under the Securities Exchange Act of 1934 and a member of FINRA. The Sponsor's Directors and Executive Officers are listed below:

<R>Scott Couto, Director and President (2011 - present), is President of Fidelity Financial Advisor Solutions.</R>

<R>William F. Loehning, Executive Vice President (2003 - present), is Executive Vice President of Fidelity Financial Advisor Solutions.</R>

Harris Komishane, Chief Financial Officer (2011 - present), is Senior Vice President, Chief Financial Officer of Fidelity Financial Advisor Solutions.

Steven F. Schiffman, Treasurer (2010 - present), is Treasurer of FMR LLC.

<R>Charles M. Morgan, Assistant Treasurer (2011 - present) is Senior Vice President of FMR LLC.</R>

Susan Sturdy, Secretary (2010 - present), is Senior Vice President, Deputy General Counsel of FMR LLC.

Natalie Kavanaugh, Chief Legal Officer (2010 - present), is Vice President, Associate General Counsel of FMR LLC.

Peter D. Stahl, Assistant Secretary (2008 - present), is Vice President, Associate General Counsel of FMR LLC.

Richard Siegelman, Chief Compliance Officer (2011 - present), is Senior Vice President of Fidelity Financial Advisor Solutions.

Anthony Castella, Controller (2010 - present), is Vice President of FMR LLC.

<R> During the twelve months ended September 30, 2012, the officers of the Sponsor received no compensation from the Sponsor for their services to the Sponsor. All officers and employees of the Sponsor are currently covered by a broker's blanket bond in the amount of $100,000,000.</R>

The Sponsor is an affiliate of FMR, both of which are wholly-owned subsidiaries of FMR LLC. The Sponsor is principal underwriter for other Fidelity funds whose shares are offered for sale to the public and is sponsor for other unit investment trusts for accumulation of shares of certain other Fidelity funds. FMR is adviser to the funds in the Fidelity family of funds.

<R> The voting common shares of FMR LLC are divided into two series. Series B is held predominantly by members of the Edward C. Johnson 3d and Abigail P. Johnson family, directly or through trust and limited liability companies, and is entitled to 49% of the vote on any matter acted upon by the voting common shares. Series A is held predominantly by non-Johnson family member employees of FMR LLC and its affiliates and is entitled to 51% of the vote on any such matter. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B shares will be voted in accordance with the majority vote of Series B shares. Under the 1940 Act, control of a company is presumed where one individual or group of individuals owns more than 25% of the voting securities of that company. Therefore, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the 1940 Act, to form a controlling group with respect to FMR LLC.</R>

<R> Mr. Johnson is a member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006 - 2007).</R>

<R> Ms. Abigail P. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Ms. Johnson serves as President of Fidelity Financial Services (2012 - present) and President of Personal, Workplace and Institutional Services (2005 - present). Ms. Johnson is Chairman and Director of FMR Co., Inc. (2011 - present), Chairman and Director of FMR (2011 - present), and the Vice Chairman and Director (2007 - present) of FMR LLC. Previously, Ms. Johnson served as President and a Director of FMR (2001 - 2005), a Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc., and FMR Co., Inc. (2001 - 2005), Senior Vice President of the Fidelity funds (2001 - 2005), and managed a number of Fidelity funds. </R>

ILLUSTRATIONS OF HYPOTHETICAL DESTINY PLANS

DESTINY PLANS I: O

ILLUSTRATION OF A HYPOTHETICAL 15 YEAR ($50 MONTHLY) PLAN

<R> The table below assumes an initial investment of $50 and subsequent investments of $50 per month in a Plan with income, dividends and capital gain distributions reinvested in additional shares. The illustration includes the effect of expenses paid by Class O. No adjustments have been made for any income taxes payable by investors on capital gain distributions and dividends reinvested. The table covers the period from October 1997 through September 2012, with all investments made at the end of each month.</R>

This period was one of widely fluctuating common stock prices. The results shown are based on historical performance and should not be considered a representation of the investment results you would obtain if you started a new Plan today. Your Plan does not assure a profit or protect against a loss. When you sell your shares they may be worth more or less than you paid for them.

Investment No.			Fiscal Year Ended		Cumulative Investments	Annual Sales Charges(A)	Net Investments	Annual Custodian Fees(A)(B)	Total Shares	Total Value of Plan(C)
1	-	12	Sept-98		$ 600.00	$ 300.00	$ 300.00	$ 13.20	11.655	$ 286.47
13	-	24	Sept-99		1,200.00	34.32	865.68	13.20	33.438	887.44
25	-	36	Sept-00		1,800.00	34.32	1,431.36	13.20	63.007	1,391.82
37	-	48	Sept-01		2,400.00	34.32	1,997.04	13.20	117.480	1,358.07
49	-	60	Sept-02		3,000.00	34.32	2,562.72	13.20	166.297	1,548.23
61	-	72	Sept-03		3,600.00	34.32	3,128.40	13.20	221.841	2,453.56
73	-	84	Sept-04		4,200.00	34.32	3,694.08	13.20	269.370	3,192.04
85	-	96	Sept-05		4,800.00	34.32	4,259.76	13.20	316.462	4,275.40
97	-	108	Sept-06		5,400.00	34.32	4,825.44	13.20	357.066	5,291.72
109	-	120	Sept-07		6,000.00	34.32	5,391.12	13.20	394.756	6,884.55
121	-	132	Sept-08		6,600.00	34.32	5,956.80	13.20	435.960	5,257.67
133	-	144	Sept-09		7,200.00	34.32	6,522.48	13.20	503.180	6,204.21
145	-	156	Sept-10		7,800.00	34.32	7,088.16	13.20	552.356	7,484.42
157	-	168	Sept-11		8,400.00	34.32	7,653.84	13.20	596.394	7,949.93
169	-	180	Sept-12		9,000.00	34.32	8,219.52	13.20	640.368	11,225.65
				TOTAL	$ 9,000.00	$ 780.48	$ 8,219.52	$ 198.00		$ 11,225.65

NOTES:

^(A) Under the terms of this Plan, out of the initial investment of $50, $25 is deducted as a sales charge from the initial investment and from each of the next 11 investments for an annual charge of $300. Additional deductions are $1.10 for Custodian Fees from each investment for an annual charge of $13.20. Deductions from the first 12 investments therefore total $313.20 or 52.20% of the first 12 monthly investments. If all of the 15 years' investments are made, total sales charges and Custodian Fees amount to 10.87% of the total agreed investments.

<R>^(B) Exclusive of a service charge, payable first against dividends and distributions and then, if necessary, against principal, to cover certain administrative expenses actually incurred. The amount of such charge will be determined annually by prorating the Plan's administrative costs over the total number of Plan accounts. In general, for the fiscal year ended September 30, 2012, the charge was $4.30 for Destiny Plans I: O established after December 30, 1985. For plan accounts established prior to December 30, 1985 and after October 30, 1982, the charge was $10.00 per account. See "Custodian Fees and Other Service Charges" on page 7.</R>

^(C) Total Value is determined by reference to the Fund's fiscal year-end NAV.

DESTINY PLANS I: O

ILLUSTRATION OF A HYPOTHETICAL 15 YEAR ($250 MONTHLY) PLAN

The table below assumes an initial investment of $250 and subsequent investments of $250 per month in a Plan with income, dividends and capital gain distributions reinvested in additional shares. The illustration includes the effect of expenses paid by Class O. No adjustments have been made for any income taxes payable by investors on capital gain distributions and dividends reinvested. The table covers the period from October 1997 through September 2012, with all investments made at the end of each month.

This period was one of widely fluctuating common stock prices. The results shown are based on historical performance and should not be considered a representation of the investment results you would obtain if you started a new Plan today. Your Plan does not assure a profit or protect against a loss. When you sell your shares they may be worth more or less than you paid for them.

Investment No.			Fiscal Year Ended		Cumulative Investments	Annual Sales Charges(A)	Net Investments	Annual Custodian Fees(A)(B)	Total Shares	Total Value of Plan(C)
1	-	12	Sept-98		$ 3,000.00	$ 1,500.00	$ 1,500.00	$ 18.00	60.223	$ 1,480.29
13	-	24	Sept-99		6,000.00	111.48	4,388.52	18.00	173.369	4,601.20
25	-	36	Sept-00		9,000.00	111.48	7,277.04	18.00	326.940	7,222.11
37	-	48	Sept-01		12,000.00	111.48	10,165.56	18.00	609.862	7,050.01
49	-	60	Sept-02		15,000.00	111.48	13,054.08	18.00	863.497	8,039.16
61	-	72	Sept-03		18,000.00	111.48	15,942.60	18.00	1,152.078	12,741.99
73	-	84	Sept-04		21,000.00	111.48	18,831.12	18.00	1,399.024	16,578.43
85	-	96	Sept-05		24,000.00	111.48	21,719.64	18.00	1,643.692	22,206.27
97	-	108	Sept-06		27,000.00	111.48	24,608.16	18.00	1,854.653	27,485.95
109	-	120	Sept-07		30,000.00	111.48	27,496.68	18.00	2,050.475	35,760.28
121	-	132	Sept-08		33,000.00	111.48	30,385.20	18.00	2,264.549	27,310.46
133	-	144	Sept-09		36,000.00	111.48	33,273.72	18.00	2,613.798	32,228.13
145	-	156	Sept-10		39,000.00	111.48	36,162.24	18.00	2,869.292	38,878.90
157	-	168	Sept-11		42,000.00	111.48	39,050.76	18.00	3,098.092	41,297.57
169	-	180	Sept-12		45,000.00	111.48	41,939.28	18.00	3,326.561	58,314.62
				TOTAL	$ 45,000.00	$ 3,060.72	$ 41,939.28	$ 270.00		$ 58,314.62

NOTES:

^(A) Under the terms of this Plan, out of the initial investment of $250, $125 is deducted as a sales charge from the initial investment and from each of the next 11 investments for an annual charge of $1,500. Additional deductions are $1.50 for Custodian Fees from each investment for an annual charge of $18.00. Deductions from the first 12 investments therefore total $1,518.00 or 50.60% of the first 12 monthly investments. If all of the 15 years' investments are made, total sales charges and Custodian Fees amount to 7.4% of the total agreed investments.

<R>^(B) Exclusive of a service charge, payable first against dividends and distributions and then, if necessary, against principal, to cover certain administrative expenses actually incurred. The amount of such charge will be determined annually by prorating the Plan's administrative costs over the total number of Plan accounts. In general, for the fiscal year ended September 30, 2012, the charge was $4.30 for Destiny Plans I: O per Plan account established after December 30, 1985. For plan accounts established prior to December 30, 1985 and after October 30, 1982, the charge was $10.00 per account. See "Custodian Fees and Other Service Charges" on page 7.</R>

^(C) Total Value is determined by reference to the Fund's fiscal year-end NAV.

DESTINY PLANS I: O

ILLUSTRATION OF A HYPOTHETICAL 10 YEAR ($50 MONTHLY) PLAN

The table below assumes an initial investment of $50 and subsequent investments of $50 per month in a Plan with income, dividends and capital gain distributions reinvested in additional shares. The illustration includes the effect of expenses paid by Class O. No adjustments have been made for any income taxes payable by investors on capital gain distributions and dividends reinvested. The table covers the period from October 2002 through September 2012, with all investments made at the end of each month.

This period was one of widely fluctuating common stock prices. The results shown are based on historical performance and should not be considered a representation of the investment results you would obtain if you started a new Plan today. Your Plan does not assure a profit or protect against a loss. When you sell your shares they may be worth more or less than you paid for them.

Investment No.			Fiscal Year Ended		Cumulative Investments	Annual Sales Charges(A)	Net Investments	Annual Custodian Fees(A)(B)	Total Shares	Total Value of Plan(C)
1	-	12	Sept-03		$ 600.00	$ 300.00	$ 300.00	$ 13.20	28.046	$ 310.19
13	-	24	Sept-04		1,200.00	21.60	878.40	13.20	75.148	890.50
25	-	36	Sept-05		1,800.00	21.60	1,456.80	13.20	120.767	1,631.56
37	-	48	Sept-06		2,400.00	21.60	2,035.20	13.20	160.728	2,381.98
49	-	60	Sept-07		3,000.00	21.60	2,613.60	13.20	197.292	3,440.77
61	-	72	Sept-08		3,600.00	21.60	3,192.00	13.20	237.302	2,861.86
73	-	84	Sept-09		4,200.00	21.60	3,770.40	13.20	302.403	3,728.62
85	-	96	Sept-10		4,800.00	21.60	4,349.80	13.20	350.275	4,746.22
97	-	108	Sept-11		5,400.00	21.60	4,927.20	13.20	392.487	5,231.85
109	-	120	Sept-12		6,000.00	21.60	5,505.60	13.20	434.087	7,609.55
				TOTAL	$ 6,000.00	$ 494.40	$ 5,505.60	$ 132.00		$ 7,609.55

NOTES:

^(A) Under the terms of this Plan, out of the initial investment of $50, $25 is deducted as a sales charge from the initial investment and from each of the next 11 investments for an annual charge of $300. Additional deductions are $1.10 for Custodian Fees from each investment for an annual charge of $13.20. Deductions from the first 12 investments therefore total $313.20 or 52.20% of the first 12 monthly investments. If all of the 10 years' investments are made, total sales charges and Custodian Fees amount to 10.44% of the total agreed investments.

<R>^(B) Exclusive of a service charge, payable first against dividends and distributions and then, if necessary, against principal, to cover certain administrative expenses actually incurred. The amount of such charge will be determined annually by prorating each Plan's administrative costs over the total number of Plan accounts. In general, for the fiscal year ended September 30, 2012, the charge was $4.30 for Destiny Plans I: O per Plan account established after December 30, 1985. For plan accounts established prior to December 30, 1985 and after October 30, 1982, the charge was $10.00 per account. See "Custodian Fees and Other Service Charges" on page 7.</R>

^(C) Total Value is determined by reference to the Fund's fiscal year-end NAV.

DESTINY PLANS I: O

ILLUSTRATION OF A HYPOTHETICAL 10 YEAR ($250 MONTHLY) PLAN

The table below assumes an initial investment of $250 and subsequent investments of $250 per month in a Plan with income, dividends and capital gain distributions reinvested in additional shares. The illustration includes the effect of expenses paid by Class O. No adjustments have been made for any income taxes payable by investors on capital gain distributions and dividends reinvested. The table covers the period from October 2002 through September 2012, with all investments made at the end of each month.

This period was one of widely fluctuating common stock prices. The results shown are based on historical performance and should not be considered a representation of the investment results you would obtain if you started a new Plan today. Your Plan does not assure a profit or protect against a loss. When you sell your shares they may be worth more or less than you paid for them.

Investment No.			Fiscal Year Ended		Cumulative Investments	Annual Sales Charges(A)	Net Investments	Annual Custodian Fees(A)(B)	Total Shares	Total Value of Plan(C)
1	-	12	Sept-03		$ 3,000.00	$ 1,500.00	$ 1,500.00	$ 18.00	144.924	$ 1,602.86
13	-	24	Sept-04		6,000.00	60.00	4,440.00	18.00	388.433	4,602.93
25	-	36	Sept-05		9,000.00	60.00	7,380.00	18.00	624.274	8,433.94
37	-	48	Sept-06		12,000.00	60.00	10,320.00	18.00	830.866	12,313.43
49	-	60	Sept-07		15,000.00	60.00	13,260.00	18.00	1,019.896	17,786.99
61	-	72	Sept-08		18,000.00	60.00	16,200.00	18.00	1,226.743	14,794.52
73	-	84	Sept-09		21,000.00	60.00	19,140.00	18.00	1,563.302	19,275.51
85	-	96	Sept-10		24,000.00	60.00	22,080.00	18.00	1,810.793	24,536.25
97	-	108	Sept-11		27,000.00	60.00	25,020.00	18.00	2,029.023	27,046.88
109	-	120	Sept-12		30,000.00	60.00	27,960.00	18.00	2,244.088	39,338.87
				TOTAL	$ 30,000.00	$ 2,040.00	$ 27,960.00	$ 180.00		$ 39,338.87

NOTES:

^(A) Under the terms of this Plan, out of the initial investment of $250, $125 is deducted as a sales charge from the initial investment and from each of the next 11 investments for an annual charge of $1,500. Additional deductions are $1.50 for Custodian Fees from each investment for an annual charge of $18.00. Deductions from the first 12 investments therefore total $1,518.00 or 50.6% of the first 12 monthly investments. If all of the 10 years' investments are made, total sales charges and Custodian Fees amount to 7.4% of the total agreed investments.

<R>^(B) Exclusive of a service charge, payable first against dividends and distributions and then, if necessary, against principal, to cover certain administrative expenses actually incurred. The amount of such charge will be determined annually by prorating each Plan's administrative costs over the total number of Plan accounts. In general, for the fiscal year ended September 30, 2012, the charge was $4.30 for Destiny Plans I: O per Plan account established after December 30, 1985. For plan accounts established prior to December 30, 1985 and after October 30, 1982, the charge was $10.00 per account. See "Custodian Fees and Other Service Charges" on page 7.</R>

^(C) Total Value is determined by reference to the Fund's fiscal year-end NAV.

GLOSSARY

Completed Plan: A Plan is complete once the Face Amount of the Plan has been invested.

Contractual Plan: A type of capital accumulation plan in which the investor makes a firm commitment to invest a specific amount of money in a fund during a specified time period.

Current Plan: A plan in which there are at least as many investments recorded as there are months elapsed since establishment of the plan. A Completed Plan that has not been redeemed is a Current Plan. Tax-advantaged retirement plans are Current Plans.

Dollar-Cost Averaging: A system of buying fixed dollar amounts of securities at regular intervals, regardless of the price of the shares. This method may result in an average cost that is lower than the average price at which the securities were purchased because an investment of a fixed dollar amount buys more shares when the share price is low and fewer shares when the share price is high.

Face Amount: The total dollar amount of investments needed to complete a particular plan. For example, a $300 per month, 15 year plan would have a Face Amount of $54,000.

Face Change: Increasing or decreasing the dollar amount needed to complete a particular plan is known as a Face Change.

Mutual Fund: An investment company that pools capital from shareholders and invests in stocks, bonds, options, or other securities. Mutual funds offer investors the advantages of diversification and professional management.

Rights of Accumulation: The right to reduce the Creation and Sales Charges paid on two or more Plans based on the total Face Amount of the Plans.

Systematic Investment Plan or Periodic Payment Plan: An investment program in which an investor invests a specified amount of money in a fund at regular intervals. A Contractual Plan is a special type of systematic investment plan.

Unit Investment Trust (UIT): An investment company that has its own portfolio of securities in which it invests. It sells interests in this portfolio in the form of redeemable securities. Unit investment trusts are organized under a trust indenture or custodian agreement, not a corporate charter.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Directors of Fidelity Distributors Corporation and Investors under Fidelity Systematic Investment Plans: Destiny Plans I: O:

<R>In our opinion, the accompanying statement of assets and liabilities and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Systematic Investment Plans: Destiny Plans I: O (the "Plan") at September 30, 2012, and the results of its operations and the changes in its net assets for each of the three years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at September 30, 2012 by correspondence with the transfer agent of the underlying Fund, provide a reasonable basis for our opinion.</R>

<R>PricewaterhouseCoopers LLP
Boston, Massachusetts
November 20, 2012</R>

Fidelity Systematic Investment Plans: Destiny Plans I: O
Financial Statements

Statement of Assets and Liabilities
September 30, 2012

Assets:
Securities of investment company:
75,644,132 Class O shares of Fidelity Advisor Diversified Stock Fund held for investors, valued at net asset value of $17.53 per share (Note 1) (average cost $1,241,919,415)		$ 1,326,041,640
Cash		21,075
Receivable for Class O: Fidelity Advisor Diversified Stock Fund shares sold		690,908
Total assets		$ 1,326,753,623
Liabilities:
Payable for Class O: Fidelity Advisor Diversified Stock Fund shares purchased	$ 12,264
Payable to planholders for Class O: Fidelity Advisor Diversified Stock Fund shares sold	690,908
Payable to custodian, sponsor and broker/dealers (Note 3)	517,860
Total liabilities		1,221,032
Net Assets (Note 2) (equivalent to $17.52 per share)		$ 1,325,532,591

Statements of Operations

	Year Ended September 30, 2012	Year Ended September 30, 2011	Year Ended September 30, 2010
<R>Investment Income:			</R>
Distributions received on Class O shares of Fidelity Advisor Diversified Stock Fund from net investment income	$ 16,505,023	$ 14,010,125	$ 16,465,028
<R>Expenses (Note 3):			</R>
Account Fees	471,537	513,981	591,568
Annual Service Charge	179,783	188,990	228,788
Total expenses	651,320	702,971	820,356
Net investment income/(loss)	15,853,703	13,307,154	15,644,672
<R>Realized and Unrealized Gain/(Loss) on Investments:			</R>
<R>Complete and partial investment liquidations:			</R>
Proceeds received (Note 3)	155,633,650	217,520,698	463,494,540
Cost of Class O: Fidelity Advisor Diversified Stock Fund shares	(160,873,197)	(237,638,622)	(595,569,398)
Net realized gain/(loss) on investment liquidations	(5,239,547)	(20,117,924)	(132,074,858)
Net change in unrealized appreciation(depreciation)	344,825,233	20,507,829	265,913,726
Net realized and unrealized gain/(loss) on investments	339,585,686	389,905	133,838,868
Distributions received on Class O shares of Fidelity Advisor Diversified Stock Fund from net realized gains on investments	2,381,321	4,082,420	596,558
Net increase/(decrease) in net assets resulting from operations	$ 357,820,710	$ 17,779,479	$ 150,080,098

The accompanying notes are an integral part of the financial statements.

Destiny Plans I: O - Financial Statements - continued

Statements of Changes in Net Assets Invested in Class O Shares of
Fidelity Advisor Diversified Stock Fund

	Year Ended September 30, 2012		Year Ended September 30, 2011		Year Ended September 30, 2010
	Amount	Shares	Amount	Shares	Amount	Shares
Net assets at beginning of period	$ 1,114,454,494	83,645,833	$ 1,300,955,440	96,057,549	$ 1,594,225,188	129,359,134
<R>Additions during period:						</R>
<R> From investor payments	11,066,835		15,333,544		22,296,535	</R>
<R>Less: Creation and Sales Charges (Note 3)	(153,174)		(200,507)		(284,685)	</R>
<R> Custodian Fees (Note 3)	(72,239)		(91,065)		(121,322)	</R>
Balance invested in Fidelity Advisor Diversified Stock Fund: Class O shares	10,841,422	695,118	15,041,972	992,639	21,890,528	1,694,489
<R>Net investment income/(loss)	15,853,703		13,307,154		15,644,672	</R>
<R>Distributions received on Class O shares of Fidelity Advisor Diversified Stock Fund from net realized gains on investments	2,381,321		4,082,420		596,558	</R>
<R>Less: Cash distributions to investors	(2,150,705)		(2,033,329)		(2,058,364)	</R>
Balance reinvested in Fidelity Advisor Diversified Stock Fund: Class O shares	16,084,319	1,099,406	15,356,245	1,051,387	14,182,866	1,150,507
<R>Net realized gain/(loss) on investment liquidations	(5,239,547)		(20,117,924)		(132,074,858)	</R>
Net change in unrealized appreciation/ (depreciation)	344,825,233		20,507,829		265,913,726
Total	1,480,965,921	85,440,358	1,331,743,562	98,101,575	1,764,137,450	132,204,130
<R>Deductions during period:						</R>
Redemptions and cancellations of Fidelity Advisor Diversified Stock Fund Class O shares paid to investors (Note 3)	(155,433,330)	(9,796,226)	(217,289,068)	(14,455,742)	(463,182,010)	(36,146,581)
Net assets at end of period	$ 1,325,532,591	75,644,132	$ 1,114,454,494	83,645,833	$ 1,300,955,440	96,057,549

Destiny Plans I: O - Financial Highlights

	Year Ended September 30, 2012	Year Ended September 30, 2011	Year Ended September 30, 2010	Year Ended September 30, 2009	Year Ended September 30, 2008
Selected Per-Share Data (Note 1)
Net asset value, beginning of period	$ 13.32	$ 13.54	$ 12.32	$ 12.05	$ 17.43
Income (loss) from Investment Operations:
Net investment income (loss)A	0.20	0.15	0.14	0.14	0.17
Net realized and unrealized gain (loss)	4.23	(0.18)	1.23	0.28	(5.38)
Total from investment operations	4.43	(0.03)	1.37	0.42	(5.21)
Less Distributions from:
Net investment income	(0.20)	(0.15)	(0.14)	(0.15)	(0.17)
Net realized gains	(0.03)	(0.04)	(0.01)	0.00	0.00
Total Distributions	(0.23)	(0.19)	(0.15)	(0.15)	(0.17)
Net asset value, end of period	$ 17.52	$ 13.32	$ 13.54	$ 12.32	$ 12.05
Total Return	33.58%	(0.32)%	11.07%	4.04%	(30.13)%
Ratios to Average Net Assets
ExpensesB	0.05%	0.05%	0.06%	0.08%	0.05%
Net investment income/(loss)	1.26%	0.99%	1.11%	1.49%	1.12%

^ACalculated based on average shares outstanding during the period.

^BExpenses of the underlying Fund are not included in the Plan's expense ratio.

The accompanying notes are an integral part of the financial statements.

Notes to Financial Statements

1. Significant Accounting Policies: The Plan is a unit investment trust registered under the Investment Company Act of 1940, as amended, with the Securities and Exchange Commission, investing only in Class O shares of Fidelity Advisor Diversified Stock Fund (the "Fund"). Accordingly, the financial statements of the Fund, not included in this report, should be read in conjunction with the Plan's financial statements. The semi-annual and annual financial statements of the Fund are distributed to Planholders. Destiny Plans I: O is for the accumulation of Class O shares of the Fund. Destiny Plans I: O was closed to new investors on December 15, 1999.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America for unit investment trusts which permit management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. These financial statements present an aggregate view of the individual Planholders' results of operations and financial position and accordingly, the reported net asset value per share and selected financial highlights may differ significantly from the Planholders' actual results due primarily to the timing of entry in the Plan and the varying face amounts of the Planholders' certificates. Events or transactions occurring after period end through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Plan:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Plan categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels shown below.

Level 1 - Quoted prices in active markets for identical investments

Level 2 - Other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - Unobservable inputs (including the Plan's own assumptions based on the best information available)

Valuation techniques used to value the Plan's investments by major category are as follows. Investments in the underlying Fund are valued at its closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

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

Federal Income Taxes. No provisions are made for federal income taxes. All income dividends and capital gain distributions received by Planholders are treated as if received directly from the underlying Fund. A Planholder will not realize any gain or loss upon withdrawal from the Plans when transferring to an account for direct ownership of the underlying Fund shares. Any liquidation by a Planholder of the Plan will be treated as if the underlying Fund shares were sold.

The Plan is subject to the provisions of ASC 740 Income Taxes. ASC 740 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. ASC 740 does not result in any unrecognized tax benefits in the accompanying financial statements.

Transaction Dates. Fund share transactions are recorded on the trade date. Dividend income and capital gain distributions are recorded on the ex-dividend date.

Cost Method. The investment in Class O shares of the Fund at cost is based on average cost.

Notes to Financial Statements - continued

2. Plan Assets

Destiny Plans I: O assets consisted of the following at September 30, 2012:

	Systematic Investment Plans
Net payments received from investors on outstanding Plans	$ 448,968,690
Deduct:
Creation and Sales Charges	(14,949,090)
Custodian Fees	(2,762,976)
Total deductions	(17,712,066)
Net payments invested in Class O shares of Fidelity Advisor Diversified Stock Fund	431,256,624
Add:
Distributions from net investment income reinvested	165,104,519
Distributions from realized gains reinvested	645,567,083
Deduct:
Unrealized appreciation/(depreciation) in Class O shares of Fidelity Advisor Diversified Stock Fund held at September 30, 2012	84,122,225
Fees payable	(517,860)
Net assets	$ 1,325,532,591

3. Expenses, Deductions and Transactions with Affiliates:

Creation and Sales Charges and Custodian Fees

Fidelity Distributors Corporation, a wholly owned subsidiary of FMR LLC and sponsor of Fidelity Systematic Investment Plans, received Creation and Sales Charges from investments into the Plan. A portion of these sales charges were reallowed to financial intermediaries. Fidelity Distributors Corporation retained approximately $85,000, $111,000, and $160,000 as its portion of the Creation and Sales Charges on sales of Destiny Plans I: O during the years ended September 30, 2012, 2011, and 2010, respectively.

Creation and Sales Charges are also assessed on any changes in the face amount of a Plan. These Creation and Sales Charges may be paid by liquidating shares of the Plan and are included within the redemption proceeds reflected within the financial statements. For the years ended September 30, 2012, 2011, and 2010, the charges were $0, $1,211, and $588 for Destiny Plans I: O, respectively.

Under the terms of a Custodian Agreement, investments into the Plan are charged certain fees based upon the amount, nature and date that an account is established.

Annual Service Charge

The Custodian deducts an annual service charge from dividends and distributions, and if necessary, from principal as reimbursement for administrative expenses. The amount of such charge is determined by prorating the Plan's annual administrative costs over the total number of Plan accounts. For the years ended September 30, 2012, 2011, and 2010, the charge was $4.30, $4.17, and $4.58, respectively, for Destiny Plans I: O per Plan account established on or after December 30, 1985. Subsequent to December 30, 1985, this charge is subject to increases by the Sponsor, in the aggregate not to exceed increases in the Consumer Price Index. For Plans established prior to December 29, 1985 and after October 30, 1982, this service charge cannot exceed $10 per year. For Plans established prior to October 31, 1982, this charge cannot exceed $2 per year.

Account Fees

The Plan was charged additional account fees for certain services provided by the Custodian as described below. The Custodian deducts these fees from the Planholder's account. The fees may be paid out of principal from the proceeds of the sale of Fund shares in the Planholder's account. With respect to the Completed Plan Fee and the Inactive Account Fee, the fees are paid first from dividends and distributions.

Notes to Financial Statements - continued

Completed Plan and Inactive Account Fees: An annual fee of $12 is charged if Planholders completed their Plan but did not elect to hold Class O shares of the Fund directly or did not complete their Plan and the Plan is not current. For the years ended September 30, 2012, 2011, and 2010, account fees of $282,107, $299,518, and $320,829, were charged to planholders of Destiny Plans I: O, respectively.

Fidelity Destiny IRA Maintenance Fee: If a Planholder has a Fidelity Destiny IRA, the Planholder is charged an annual $10 maintenance fee. For the years ended September 30, 2012, 2011, and 2010, account fees of $189,430, $214,463, and $270,739 were charged to Planholders of Destiny Plans I: O, respectively.

Fund Transactions

As more fully described in the financial statements of the underlying Fund, affiliates of the sponsor earn fees for services provided to the Fund.

4. Other Matters

Effective October 27, 2006, the Military Personnel Financial Services Protection Act (the "Act") prohibits the issuance or sale of new periodic payment plans, such as the Destiny Plans. The Act does not alter, invalidate, or otherwise affect any rights or obligations, including rights of redemption, of existing Planholders.

The Plan does not invest in Fidelity Advisor Diversified Stock Fund for the purpose of exercising management or control; however, investments by the Plan within its principal investment strategies may represent a significant portion of Fidelity Advisor Diversified Stock Fund's net assets. For the year ended September 30, 2012, the Plan was the owner of record of 70% of the total net assets of Fidelity Advisor Diversified Stock Fund.

REPORT OF INDEPENDENT AUDITORS

To the Stockholder of Fidelity Distributors Corporation

In our opinion, the accompanying statement of financial condition presents fairly, in all material respects, the financial position of Fidelity Distributors Corporation (the "Company") in conformity with accounting principles generally accepted in the United States of America. This financial statement is the responsibility of the Company's management; our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit of this statement in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the statement of financial condition is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of financial condition, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit of the statement of financial condition provides a reasonable basis for our opinion.

<R>PricewaterhouseCoopers LLP
February 27, 2012</R>

FIDELITY DISTRIBUTORS CORPORATION

<R>STATEMENT OF FINANCIAL CONDITION
AS OF December 31, 2011
(Dollars in thousands, except share data)

ASSETS

Securities owned, at fair value	$ 122,448
Receivables:
Brokers and dealers	123,065
Mutual funds	207,772
<R> Total Receivables	330,837</R>
Deferred dealers concessions, net	25,612
Other assets	120
Total Assets	$ 479,017

LIABILITIES

Payables:
Brokers and dealers	$ 239,976
Mutual funds	123,049
Total Liabilities	363,025

COMMITMENTS AND CONTINGENCIES (Note D)

STOCKHOLDER'S EQUITY

Preferred stock, 5% non cumulative, $100 par value; authorized 5,000 shares; 4,750 shares issued and outstanding	475
Common stock, $1 par value; authorized 1,000,000 shares; 1,061 shares issued and outstanding	1
Additional paid-in capital	129,956
<R>Total Stockholder's Equity	130,432</R>
Less: Net Receivable from FMR	(14,440)
Total Stockholder's Equity, net	115,992
Total Liabilities and Stockholder's Equity	$ 479,017

The accompanying notes are an integral part of the statement of financial condition.

FIDELITY DISTRIBUTORS CORPORATION
DECEMBER 31, 2011

NOTES TO STATEMENT OF FINANCIAL CONDITION
(Dollars in thousands)

A. Organization:

<R>Fidelity Distributors Corporation (the "Company") is a registered broker-dealer with the Securities and Exchange Commission and a member of the Financial Industry Regulatory Authority. The Company is a wholly owned subsidiary of FMR LLC ("FMR"). The Company is the principal underwriter and distributor of the Fidelity mutual funds managed by Fidelity Management & Research Company ("FMR Co."), an affiliate and registered investment advisor under the Securities and Exchange Commission Investment Advisers Act of 1940. The Company is also the sponsor of the Fidelity Destiny plans.</R>

The Company generates substantially all of its revenue by providing services to FMR Co. Fees for such services are based on costs incurred plus a mark-up. The remainder of the Company's revenue is generated by mutual fund distribution fees from the Fidelity mutual funds. This revenue is asset based and, as a result, the Company's revenues may fluctuate based on the performance of financial markets.

B. Summary of Significant Accounting Policies:

Basis of Presentation and Use of Estimates

The preparation of the statement of financial condition in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. Actual results could differ from the estimates included in the statement of financial condition.

Cash

<R>For the purposes of reporting cash in the statement of financial condition, the Company defines cash as cash on hand, demand deposits, and time deposits with maturities less than 60 days. The Company's policy is to invest excess cash into money market funds which are classified as securities owned, at fair value, in the statement of financial condition.</R>

Receivables from and Payables to Brokers and Dealers and Mutual Funds

<R>Included in the receivables from brokers and dealers and mutual funds are mutual funds' purchase and redemption trades, measured at transaction value, that are unsettled at December 31, 2011. Also included in the receivables from mutual funds are distribution fees from Fidelity mutual funds.</R>

<R>Included in the payables to brokers and dealers and mutual funds are mutual funds' purchase and redemption trades, measured at transaction value, that are unsettled at December 31, 2011. Also included in the payables to brokers and dealers are payments due to third party intermediaries for distribution fees.</R>

Fair Value Measurements

<R>The Company categorizes the financial assets and liabilities carried at fair value in its statement of financial condition based upon a three-level valuation hierarchy. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable valuation inputs (Level 3). If the inputs used to measure a financial asset or liability cross different levels of the hierarchy, categorization is based on the lowest level input that is significant to the fair value measurement. Management's assessment of the significance of a particular input to the overall fair value measurement of a financial asset or liability requires judgment, and considers factors specific to the asset or liability. The three levels are described below:</R>

<R> Level 1 - Financial assets and liabilities whose values are based on unadjusted quoted prices for identical assets and liabilities in an active market.</R>

Level 2 - Financial assets and liabilities whose values are based on quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3 - Financial assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable in the market and significant to the overall fair value measurement. These inputs reflect management's judgment about the assumptions that a market participant would use in pricing the asset or liability, and are based on the best available information, some of which is internally developed.

FIDELITY DISTRIBUTORS CORPORATION
DECEMBER 31, 2011

NOTES TO STATEMENT OF FINANCIAL CONDITION (continued)
(Dollars in thousands)

B. Summary of Significant Accounting Policies, continued:

Deferred Dealers Concessions

<R>Deferred dealers concessions include sales commissions paid to financial intermediaries in connection with the sale of certain Fidelity mutual funds which are deferred and amortized on a straight-line basis, over periods generally ranging from one to five years. In the event that the underlying mutual fund shares to which the deferred sale charge unit relates are redeemed earlier than the estimated life, the unamortized balance is fully charged against income.</R>

Deferred dealers concessions of $25,612 are reported net of accumulated amortization of $104,754 as of December 31, 2011. The amount of deferred dealer's concessions was reviewed for impairment and no such impairment was noted at December 31, 2011.

Income Taxes

<R>The Company is allocated by FMR a portion of FMR's income tax provision as if it were filing tax returns on a separate company basis. Deferred income taxes are allocated to the Company by FMR LLC as a result of differences in the recognition of revenue and expense for tax and financial reporting purposes. At December 31, 2011, the Company's net deferred tax assets were $607 and are included in the net receivable from FMR. The primary source of temporary differences which comprise the net deferred tax asset is deferred compensation expense. FMR files state tax returns on a unitary/combined basis and the Company files certain state tax returns on a separate company basis.</R>

Recent Accounting Pronouncements

<R>Fair Value Measurements</R>

<R>In 2010, the Financial Accounting Standards Board (the "FASB") amended its standard on fair value measurements and disclosures to add new requirements for disclosures about significant transfers into and out of Levels 1 and 2 and gross presentation of activity within the Level 3 rollforward with separate disclosures about purchases, sales, issuances, and settlements. The amended standard also clarifies existing fair value disclosures about the level of disaggregation as well as inputs and valuation techniques used to measure fair value. The Company adopted this amended standard effective January 1, 2010, except for the gross presentation of the Level 3 rollforward, which the Company adopted effective January 1, 2011. Adoption of this amended standard did not have a material impact on the statement of financial condition.</R>

In May 2011, the FASB issued amended guidance regarding fair value measurements and disclosures. Although the amended guidance is largely consistent with existing fair value measurement principles under GAAP, some of the amendments could change how the fair value measurement guidance is applied. In addition, the existing disclosure requirements for fair value measurements have been expanded. The amended guidance is effective for the Company beginning January 1, 2012. The Company does not expect the adoption of this amended guidance to have a material impact on the statement of financial condition.

C. Securities Owned - at Fair Value:

Securities owned consist of shares held in a Fidelity money market mutual fund. Securities owned are measured at fair value on a recurring basis. The fair value of securities owned are determined using published net asset values, as applicable. At December 31, 2011, all of the Company's securities owned are measured at fair value and are classified as Level 1 within the fair value hierarchy. There were no transfers into or out of Level 1 of the fair value hierarchy during the year.

D. Commitments and Contingencies:

In the normal course of business, the Company enters into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Company's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Company or that have not yet occurred.

FIDELITY DISTRIBUTORS CORPORATION
DECEMBER 31, 2011

NOTES TO STATEMENT OF FINANCIAL CONDITION (continued)
(Dollars in thousands)

E. Stockholder's Equity:

During 2011, the Company declared and recorded non-cash dividends in the amount of $154,415 to FMR of which $2,336 was a return of additional paid-in capital. The total dividends recorded of $154,415 were settled via the intercompany account to FMR.

F. Income Taxes:

FMR is subject to flow-through tax treatment under Subchapter S of the Internal Revenue Code which generally allows taxable income, deductions and credits to flow directly to its shareholders but is subject to tax in certain state and international jurisdictions. The Company is also subject to taxation under the Subchapter S rules.

The Company files income tax returns both as part of the FMR U.S. federal and state income tax return filings as well as on a separate company basis. With limited exceptions, the FMR returns that include the Company's activity are no longer subject to federal tax examinations for years before 2006 or state and local examinations for years before 2003.

G. Net Capital Requirement:

The Company is subject to the Securities and Exchange Commission's Uniform Net Capital Rule 15c3-1 (the "Rule"). The Company has elected to utilize the alternate method permitted by the Rule which requires that minimum net capital, as defined, be the greater of $250 or 2% of aggregate debit items arising from customer transactions. At December 31, 2011, the Company had net capital of $58,705 of which $58,455 was in excess of its required net capital of $250.

H. Transactions with Affiliated Companies:

The Company is party to several arrangements with affiliated companies. Under the marketing and distribution services agreement, the Company charged FMR Co. for services provided to them during 2011 based on a cost or cost plus arrangement. In addition, the Company is charged for services provided by FMR and affiliated companies.

All intercompany transactions with FMR and affiliated companies are charged or credited through an intercompany account with FMR and may not be the same as those which would otherwise exist or result from agreements and transactions among unaffiliated third parties. The Company generally receives credit for the collection of its receivables and is charged for the settlement of its liabilities through its intercompany account with FMR. Under an agreement with FMR, the Company may offset assets and liabilities which will ultimately be settled by FMR on behalf of the Company against the Company's receivable from FMR. In accordance with the agreement, net liabilities of approximately $614 have been offset against the receivable from FMR.

I. Concentration of Credit Risk:

The Company is engaged in various mutual fund brokerage activities in which counterparties primarily include broker dealers and other financial institutions. In the event counterparties do not fulfill their obligations, the company may be exposed to risk.

J. Subsequent Events:

The Company has performed an evaluation of events that have occurred subsequent to December 31, 2011, and through February 27, 2012 (the date of the filing of this report). There have been no material subsequent events that occurred during such period that would require disclosure in this report or would be required to be recognized in the statement of financial condition as of December 31, 2011.

[This Page Intentionally Left Blank]

Fidelity^® Destiny^® Portfolios

Fidelity Advisor^® Diversified Stock Fund

Class/Ticker

O/FDESX

Shares of Class O of the fund are available to the general public only through the Fidelity Systematic Investment Plans: Destiny Plans I: O (Destiny Plan), a unit investment trust. Details of the Destiny Plan, including the Creation and Sales Charges and the Custodian Fees, are discussed in the prospectus for the Destiny Plan. On September 29, 2006, the President signed into law the Military Personnel Financial Services Protection Act (Act), which, among other things, prohibits the issuance or sale of new periodic payment plans, such as the Destiny Plan, effective October 27, 2006. The Act does not alter, invalidate, or otherwise affect any rights or obligations, including rights of redemption, of existing Planholders.

Prospectus

November 29, 2012

Contents

Fund Summary	(Click Here)	Fidelity Advisor® Diversified Stock Fund
Fund Basics	(Click Here)	Investment Details
	(Click Here)	Valuing Shares
Shareholder Information	(Click Here)	Additional Information about the Purchase and Sale of Shares
	(Click Here)	Exchanging Shares
	(Click Here)	Account Features and Policies
	(Click Here)	Dividends and Capital Gain Distributions
	(Click Here)	Tax Consequences
Fund Services	(Click Here)	Fund Management
	(Click Here)	Fund Distribution
Appendix	(Click Here)	Financial Highlights
	(Click Here)	Additional Information about the Index

Prospectus

Fund Summary

Fund/Class:
Fidelity Advisor^® Diversified Stock Fund/O

Investment Objective

The fund seeks capital growth.

Fee Table

The following table describes the fees and expenses that may be incurred when you buy, hold, or sell shares of the fund, but does not reflect the Destiny Plan Creation and Sales Charges and Custodian Fees.

Shareholder fees
(fees paid directly from your investment) None

Annual class operating expenses
(expenses that you pay each year as a % of the value of your investment)

Management fee	0.43%
Distribution and/or Service (12b-1) fees	None
Other expenses	0.08%
Total annual operating expenses	0.51%

This example helps compare the cost of investing in the fund with the cost of investing in other mutual funds.

Let's say, hypothetically, that the annual return for shares of the fund is 5% and that your shareholder fees and the annual operating expenses for shares of the fund are exactly as described in the fee table. This example illustrates the effect of fees and expenses, but is not meant to suggest actual or expected fees and expenses or returns, all of which may vary. For every $10,000 you invested, here's how much you would pay in total expenses if you sell all of your shares at the end of each time period indicated:

1 year	$ 52
3 years	$ 164
5 years	$ 285
10 years	$ 640

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual operating expenses or in the example, affect the fund's performance. During the most recent fiscal year, the fund's portfolio turnover rate was 40% of the average value of its portfolio.

Principal Investment Strategies

• Normally investing at least 80% of assets in stocks.
• Normally investing primarily in common stocks.
• Investing in domestic and foreign issuers.
• Investing in either "growth" stocks or "value" stocks or both.
• Using fundamental analysis of factors such as each issuer's financial condition and industry position, as well as market and economic conditions, to select investments.

Principal Investment Risks

• Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market can react differently to these developments.
• Foreign Exposure. Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market.
• Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than, and can perform differently from, the market as a whole.

An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. You could lose money by investing in the fund.

Performance

The following information is intended to help you understand the risks of investing in the fund. The information illustrates the changes in the performance of the fund's shares from year to year and compares the performance of the fund's shares to the performance of a securities market index over various periods of time. The index description appears in the Additional Information about the Index section of the prospectus. The information also illustrates the performance of the Destiny Plan. Returns for the fund do not include the effect of the Destiny Plan Creation and Sales Charges and Custodian Fees. Returns for the fund would be lower if the effect of the Destiny Plan Creation and Sales Charges and Custodian Fees were included. The returns for the Destiny Plan do include the effect of the Destiny Plan Creation and Sales Charges and Custodian Fees. Past performance (before and after taxes) is not an indication of future performance.

Prospectus

Fund Summary - continued

Visit www.advisor.fidelity.com for updated return information.

Year-by-Year Returns

Calendar Years	2002	2003	2004	2005	2006	2007	2008	2009	2010	2011
	-22.77%	25.67%	6.86%	12.01%	9.61%	9.20%	-47.57%	48.55%	19.73%	0.40%

During the periods shown in the chart:	Returns	Quarter ended
<R>Highest Quarter Return	25.37%	June 30, 2009</R>
<R>Lowest Quarter Return	-27.27%	December 31, 2008</R>
<R>Year-to-Date Return	18.53%	September 30, 2012</R>

Average Annual Returns - Fund

After-tax returns are calculated using the historical highest individual federal marginal income tax rates, but do not reflect the impact of state or local taxes. Actual after-tax returns may differ depending on your individual circumstances. The after-tax returns shown are not relevant if you hold your shares in a retirement account or in another tax-deferred arrangement. Return After Taxes on Distributions and Sale of Fund Shares may be higher than other returns for the same period due to a tax benefit of realizing a capital loss upon the sale of fund shares.

For the periods ended December 31, 2011	Past 1 year	Past 5 years	Past 10 years
Class O
Return Before Taxes	0.40%	0.44%	2.67%
Return After Taxes on Distributions	0.13%	0.23%	2.47%
Return After Taxes on Distributions and Sale of Fund Shares	0.53%	0.34%	2.26%
S&P 500® Index (reflects no deduction for fees, expenses, or taxes)	2.11%	-0.25%	2.92%

Average Annual Returns - Plan

The returns in the following table include the effect of the Destiny Plan Creation and Sales Charges and Custodian Fees for a $50/month, 15 year Destiny Plan. The returns assume an initial $600 lump sum investment at the beginning of each period shown, with no subsequent Destiny Plan investments in that year. Because the returns assume yearly lump sum investments, they do not reflect what investors would have earned if they had made only regular monthly investments over the period.

For the periods ended December 31, 2011	Past 1 year	Past 5 years	Past 10 years	Past 15 years
Destiny Plans I: O	-52.01%	-3.18%	1.33%	1.89%

Prospectus

Investment Advisers

Fidelity Management & Research Company (FMR) is the fund's manager. FMR Co., Inc. (FMRC) and other investment advisers serve as sub-advisers for the fund.

Portfolio Manager(s)

James Morrow (portfolio manager) has managed the fund since November 2006.

Purchase and Sale of Shares

The fund has an agreement with Fidelity Distributors Corporation (FDC) under which the fund issues shares at net asset value per share (NAV) to State Street Bank and Trust Company (State Street) as Custodian for the Destiny Plan. Generally, State Street will hold all shares of the fund unless a Planholder elects to hold fund shares directly after completing, terminating, or partially redeeming the Destiny Plan. The terms of the offering of the Destiny Plan are contained in the Destiny Plan's prospectus. The fund will offer Class O shares to the general public only through the Destiny Plan. The fund also offers Class O shares to a particular retirement plan.

You may buy or sell Class O shares of the fund through a retirement account or sell Class O shares through an investment professional. You may buy or sell shares in various ways:

Phone To reach a Fidelity representative: Nationally (toll-free) 1-877-208-0098 In Alaska or Overseas (call collect) 1-617-330-3183
Mail
Redemptions:
Fidelity Investments P.O. Box 770002 Cincinnati, OH 45277-0081	Overnight Express: Fidelity Investments 100 Crosby Parkway Covington, KY 41015

The price to buy one share of Class O is its NAV. Your shares will be bought at the NAV next calculated after your order is received in proper form.

The following discussion relates only to those investors who hold shares of the fund directly. The price to sell one share of Class O is its NAV. Your shares will be sold at the NAV next calculated after your order is received in proper form.

The fund is open for business each day the New York Stock Exchange (NYSE) is open.

There is no purchase minimum for Class O shares.

Tax Information

Distributions you receive from the fund are subject to federal income tax and generally will be taxed as ordinary income or capital gains, and may also be subject to state or local taxes, unless you are investing through a tax-advantaged retirement account (in which case you may be taxed later, upon withdrawal of your investment from such account).

Payments to Broker-Dealers and Other Financial Intermediaries

The fund, FMR, FDC, and/or their affiliates may pay intermediaries, including banks, broker-dealers, or other service-providers (who may be affiliated with FMR or FDC), for the sale of fund shares and related services. These payments may create a conflict of interest by influencing your intermediary and your investment professional to recommend the fund over another investment. Ask your investment professional or visit your intermediary's web site for more information.

Prospectus

Fund Basics

Investment Details

Investment Objective

The fund seeks capital growth.

Principal Investment Strategies

FMR normally invests at least 80% of the fund's assets in stocks. FMR normally invests the fund's assets primarily in common stocks.

FMR may invest the fund's assets in securities of foreign issuers in addition to securities of domestic issuers.

FMR is not constrained by any particular investment style. At any given time, FMR may tend to buy "growth" stocks or "value" stocks, or a combination of both types. In buying and selling securities for the fund, FMR relies on fundamental analysis, which involves a bottom-up assessment of a company's potential for success in light of factors including its financial condition, earnings outlook, strategy, management, industry position, and economic and market conditions.

In addition to the principal investment strategies discussed above, FMR may lend the fund's securities to broker-dealers or other institutions to earn income for the fund.

FMR may also use various techniques, such as buying and selling futures contracts and exchange traded funds, to increase or decrease the fund's exposure to changing security prices or other factors that affect security values.

If FMR's strategies do not work as intended, the fund may not achieve its objective.

Description of Principal Security Types

Equity securities represent an ownership interest, or the right to acquire an ownership interest, in an issuer. Different types of equity securities provide different voting and dividend rights and priority in the event of the bankruptcy of the issuer. Equity securities include common stocks, preferred stocks, convertible securities, and warrants.

Principal Investment Risks

Many factors affect the fund's performance. The fund's share price changes daily based on changes in market conditions and interest rates and in response to other economic, political, or financial developments. The fund's reaction to these developments will be affected by the types of securities in which the fund invests, the financial condition, industry and economic sector, and geographic location of an issuer, and the fund's level of investment in the securities of that issuer. When you sell your shares they may be worth more or less than what you paid for them, which means that you could lose money by investing in the fund.

The following factors can significantly affect the fund's performance:

Stock Market Volatility. The value of equity securities fluctuates in response to issuer, political, market, and economic developments. Fluctuations can be dramatic over the short as well as long term, and different parts of the market and different types of equity securities can react differently to these developments. For example, large cap stocks can react differently from small cap stocks, and "growth" stocks can react differently from "value" stocks. Issuer, political, or economic developments can affect a single issuer, issuers within an industry or economic sector or geographic region, or the market as a whole. Changes in the financial condition of a single issuer can impact the market as a whole. Terrorism and related geo-political risks have led, and may in the future lead, to increased short-term market volatility and may have adverse long-term effects on world economies and markets generally.

Foreign Exposure. Foreign securities, foreign currencies, and securities issued by U.S. entities with substantial foreign operations can involve additional risks relating to political, economic, or regulatory conditions in foreign countries. These risks include fluctuations in foreign currencies; withholding or other taxes; trading, settlement, custodial, and other operational risks; and the less stringent investor protection and disclosure standards of some foreign markets. All of these factors can make foreign investments, especially those in emerging markets, more volatile and potentially less liquid than U.S. investments. In addition, foreign markets can perform differently from the U.S. market.

Global economies and financial markets are becoming increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely impact issuers or providers in, or foreign exchange rates with, a different country or region.

Issuer-Specific Changes. Changes in the financial condition of an issuer or counterparty, changes in specific economic or political conditions that affect a particular type of security or issuer, and changes in general economic or political conditions can increase the risk of default by an issuer or counterparty, which can affect a security's or instrument's value. The value of securities of smaller, less well-known issuers can be more volatile than that of larger issuers.

In response to market, economic, political, or other conditions, FMR may temporarily use a different investment strategy for defensive purposes. If FMR does so, different factors could affect the fund's performance and the fund may not achieve its investment objective.

Fundamental Investment Policies

The following policy is fundamental, that is, subject to change only by shareholder approval:

The fund seeks capital growth.

Shareholder Notice

The following policy is subject to change only upon 60 days' prior notice to shareholders:

The fund normally invests at least 80% of its assets in stocks.

Valuing Shares

The fund is open for business each day the NYSE is open.

Prospectus

Fund Basics - continued

A class's NAV is the value of a single share. Fidelity normally calculates the class's NAV as of the close of business of the NYSE, normally 4:00 p.m. Eastern time. The fund's assets normally are valued as of this time for the purpose of computing the class's NAV.

NAV is not calculated and the fund will not process purchase and redemption requests submitted on days when the fund is not open for business. The time at which shares are priced and until which purchase and redemption orders are accepted may be changed as permitted by the Securities and Exchange Commission (SEC).

To the extent that the fund's assets are traded in other markets on days when the fund is not open for business, the value of the fund's assets may be affected on those days. In addition, trading in some of the fund's assets may not occur on days when the fund is open for business.

Shares of open-end funds in which the fund may invest (referred to as underlying funds) are valued at their respective NAVs. The fund's NAV is calculated using the values of any underlying funds in which it invests. Other assets (as well as assets held by an underlying Fidelity non-money market fund) are valued primarily on the basis of market quotations, official closing prices, or information furnished by a pricing service. Certain short-term securities are valued on the basis of amortized cost. If market quotations, official closing prices, or information furnished by a pricing service are not readily available or, in FMR's opinion, are deemed unreliable for a security, then that security will be fair valued in good faith by FMR in accordance with applicable fair value pricing policies. For example, if, in FMR's opinion, a security's value has been materially affected by events occurring before the fund's pricing time but after the close of the exchange or market on which the security is principally traded, then that security will be fair valued in good faith by FMR in accordance with applicable fair value pricing policies. Fair value pricing will be used for high yield debt securities when available pricing information is determined to be stale or for other reasons not to accurately reflect fair value. Assets held by an underlying Fidelity money market fund are valued on the basis of amortized cost.

Arbitrage opportunities may exist when trading in a portfolio security or securities is halted and does not resume before a fund calculates its NAV. These arbitrage opportunities may enable short-term traders to dilute the NAV of long-term investors. Securities trading in overseas markets present time zone arbitrage opportunities when events affecting portfolio security values occur after the close of the overseas markets but prior to the close of the U.S. market. Fair valuation of a fund's portfolio securities can serve to reduce arbitrage opportunities available to short-term traders, but there is no assurance that fair value pricing policies will prevent dilution of a fund's NAV by short-term traders.

Although the fund has policies regarding excessive trading, these too may not be effective to prevent short-term NAV arbitrage trading, particularly in regard to omnibus accounts.

Fair value pricing is based on subjective judgments and it is possible that the fair value of a security may differ materially from the value that would be realized if the security were sold.

Prospectus

Shareholder Information

Additional Information about the Purchase and Sale of Shares

General Information

You may buy or sell Class O shares of the fund through a retirement account or sell Class O shares through an investment professional. When you invest through a retirement account or an investment professional, the procedures for buying, selling, and exchanging Class O shares of the fund and the account features and policies may differ. Additional fees may also apply to your investment in Class O shares of the fund, including a transaction fee if you sell Class O shares of the fund through a broker or other investment professional.

Certain methods of contacting Fidelity, such as by telephone, may be unavailable or delayed (for example, during periods of unusual market activity).

Excessive Trading Policy

The fund may reject for any reason, or cancel as permitted or required by law, any purchase or exchange, including transactions deemed to represent excessive trading, at any time.

Excessive trading of fund shares can harm shareholders in various ways, including reducing the returns to long-term shareholders by increasing costs to the fund (such as brokerage commissions), disrupting portfolio management strategies, and diluting the value of the shares in cases in which fluctuations in markets are not fully priced into the fund's NAV.

The Board of Trustees has adopted policies designed to discourage excessive trading of fund shares. Excessive trading activity in the fund is measured by the number of roundtrip transactions in a shareholder's account and each class of a multiple class fund is treated separately. A roundtrip transaction occurs when a shareholder sells fund shares (including exchanges) within 30 days of the purchase date.

Shareholders with two or more roundtrip transactions in a single fund within a rolling 90-day period will be blocked from making additional purchases or exchange purchases of the fund for 85 days. Shareholders with four or more roundtrip transactions across all Fidelity funds within any rolling 12-month period will be blocked for at least 85 days from additional purchases or exchange purchases across all Fidelity funds. Any roundtrip within 12 months of the expiration of a multi-fund block will initiate another multi-fund block. Repeat offenders may be subject to long-term or permanent blocks on purchase or exchange purchase transactions in any account under the shareholder's control at any time. In addition to enforcing these roundtrip limitations, the fund may in its discretion restrict, reject, or cancel any purchases or exchanges that, in FMR's opinion, may be disruptive to the management of the fund or otherwise not be in the fund's interests.

Exceptions

Transactions initiated by Destiny Plans will not count toward the fund's roundtrip limits and are exempt from the fund's excessive trade monitoring policy.

The following transactions are exempt from the fund's excessive trading policy described above: (i) transactions of $1,000 or less, (ii) systematic withdrawal and/or contribution programs, (iii) mandatory retirement distributions, and (iv) transactions initiated by a plan sponsor or sponsors of certain employee benefit plans or other related accounts. In addition, the fund's excessive trading policy also does not apply to transactions initiated by the trustee or adviser to a donor-advised charitable gift fund, qualified fund of fund(s), or other strategy funds. A qualified fund of fund(s) is a mutual fund, qualified tuition program, or other strategy fund consisting of qualified plan assets that either applies the Fidelity fund's excessive trading policies to shareholders at the fund of fund(s) level, or demonstrates that the fund of fund(s) has an investment strategy coupled with policies designed to control frequent trading that are reasonably likely to be effective as determined by the Fidelity fund's Treasurer.

Omnibus Accounts

Omnibus accounts, in which shares are held in the name of an intermediary on behalf of multiple investors, are a common form of holding shares among retirement plans and financial intermediaries such as brokers, advisers, and third-party administrators. Individual trades in omnibus accounts are often not disclosed to the fund, making it difficult to determine whether a particular shareholder is engaging in excessive trading. Excessive trading in omnibus accounts is likely to go undetected by the fund and may increase costs to the fund and disrupt its portfolio management.

Under policies adopted by the Board of Trustees, intermediaries will be permitted to apply the fund's excessive trading policy (described above), or their own excessive trading policy if approved by FMR. In these cases, the fund will typically not request or receive individual account data but will rely on the intermediary to monitor trading activity in good faith in accordance with its or the fund's policies. Reliance on intermediaries increases the risk that excessive trading may go undetected. For other intermediaries, the fund will generally monitor trading activity at the omnibus account level to attempt to identify disruptive trades. The fund may request transaction information, as frequently as daily, from any intermediary at any time, and may apply the fund's policy to transactions that exceed thresholds established by the Board of Trustees. The fund may prohibit purchases of fund shares by an intermediary or by some or all of any intermediary's clients. There is no assurance that FMR will request data with sufficient frequency to detect or deter excessive trading in omnibus accounts effectively.

If you purchase or sell fund shares through a financial intermediary, you may wish to contact the intermediary to determine the policies applicable to your account.

Retirement Plans

For employer-sponsored retirement plans, only participant directed exchanges count toward the roundtrip limits. Employer-sponsored retirement plan participants whose activity triggers a purchase or exchange block will be permitted one trade every calendar quarter. In the event of a block, employer and participant contributions and loan repayments by the participant may still be invested in the fund.

Prospectus

Shareholder Information - continued

Qualified Wrap Programs

The fund will monitor aggregate trading activity of adviser transactions to attempt to identify excessive trading in qualified wrap programs, as defined below. Excessive trading by an adviser will lead to fund blocks and the wrap program will lose its qualified status. Adviser transactions will not be matched with client-directed transactions unless the wrap program ceases to be a qualified wrap program (but all client-directed transactions will be subject to the fund's excessive trading policy). A qualified wrap program is: (i) a program whose adviser certifies that it has investment discretion over $100 million or more in client assets invested in mutual funds at the time of the certification, (ii) a program in which the adviser directs transactions in the accounts participating in the program in concert with changes in a model portfolio, and (iii) managed by an adviser who agrees to give FMR sufficient information to permit FMR to identify the individual accounts in the wrap program.

Other Information about the Excessive Trading Policy

The fund reserves the right at any time to restrict purchases or exchanges or impose conditions that are more restrictive on excessive or disruptive trading than those stated in this prospectus. The fund's Treasurer is authorized to suspend the fund's policies during periods of severe market turbulence or national emergency. The fund reserves the right to modify its policies at any time without prior notice.

The fund does not knowingly accommodate frequent purchases and redemptions of fund shares by investors, except to the extent permitted by the policies described above.

As described in "Valuing Shares," the fund also uses fair value pricing to help reduce arbitrage opportunities available to short-term traders. There is no assurance that the fund's excessive trading policy will be effective, or will successfully detect or deter excessive or disruptive trading.

Buying Shares

The price to buy one share of Class O is its NAV. Class O shares are sold without a sales charge.

Your shares will be bought at the NAV next calculated after your order is received in proper form.

The fund has authorized certain intermediaries to accept orders to buy shares on its behalf. When authorized intermediaries receive an order in proper form, the order is considered as being placed with the fund, and shares will be bought at the NAV next calculated after the order is received by the authorized intermediary.

The fund may stop offering shares completely or may offer shares only on a limited basis, for a period of time or permanently.

Under applicable anti-money laundering regulations and other federal regulations, purchase orders may be suspended, restricted, or canceled and the monies may be withheld.

Selling Shares

The following discussion relates only to those investors who hold shares of the fund directly.

The price to sell one share of Class O is its NAV.

Your shares will be sold at the NAV next calculated after your order is received in proper form. Normally, redemptions will be processed by the next business day, but it may take up to seven days to pay the redemption proceeds if making immediate payment would adversely affect the fund.

It is the responsibility of your investment professional to transmit your order to sell shares to Fidelity before the close of business on the day you place your order.

The fund has authorized certain intermediaries to accept orders to sell shares on its behalf. When authorized intermediaries receive an order in proper form, the order is considered as being placed with the fund, and shares will be sold at the NAV next calculated after the order is received by the authorized intermediary.

A signature guarantee is designed to protect you and Fidelity from fraud. Fidelity may require that your request be made in writing and include a signature guarantee in certain circumstances, such as:

• When you wish to sell more than $100,000 worth of shares;
• When the address on your account (record address) has changed within the last 15 days or you are requesting that a check be mailed to an address different than the record address;
• When you are requesting that redemption proceeds be paid to someone other than the account owner; or
• In certain situations when the redemption proceeds are being transferred to a Fidelity account with a different registration.

You should be able to obtain a signature guarantee from a bank, broker-dealer, credit union (if authorized under state law), securities exchange or association, clearing agency, or savings association. A notary public cannot provide a signature guarantee.

When you place an order to sell shares, note the following:

• Redemption proceeds (other than exchanges) may be delayed until money from prior purchases sufficient to cover your redemption has been received and collected.
• Redemptions may be suspended or payment dates postponed when the NYSE is closed (other than weekends or holidays), when trading on the NYSE is restricted, or as permitted by the SEC.
• Redemption proceeds may be paid in securities or other property rather than in cash if FMR determines it is in the best interests of the fund.
• You will not receive interest on amounts represented by uncashed redemption checks.
• Under applicable anti-money laundering regulations and other federal regulations, redemption requests may be suspended, restricted, canceled, or processed and the proceeds may be withheld.

Prospectus

If you have certificates for your shares, you must submit them to Fidelity when you sell your shares. Call Fidelity for specific instructions. The fund currently does not issue share certificates.

Exchanging Shares

An exchange involves the redemption of all or a portion of the shares of one fund and the purchase of shares of another fund.

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

However, you should note the following policies and restrictions governing exchanges:

• The exchange limit may be modified for accounts held by certain institutional retirement plans to conform to plan exchange limits and Department of Labor regulations. See your retirement plan materials for further information.
• The fund may refuse any exchange purchase for any reason. For example, the fund may refuse exchange purchases by any person or group if, in FMR's judgment, the fund would be unable to invest the money effectively in accordance with its investment objective and policies, or would otherwise potentially be adversely affected.
• Before exchanging into a fund or class, read its prospectus.
• The fund or class you are exchanging into must be available for sale in your state.
• Exchanges may have tax consequences for you.
• If you are exchanging between accounts that are not registered in the same name, address, and taxpayer identification number (TIN), there may be additional requirements.
• Under applicable anti-money laundering regulations and other federal regulations, exchange requests may be suspended, restricted, canceled, or processed and the proceeds may be withheld.

The fund may terminate or modify exchange privileges in the future.

Other funds may have different exchange restrictions and minimums, and may impose redemption fees of up to 2.00% of the amount exchanged. Check each fund's prospectus for details.

Account Features and Policies

Features

The following shareholder services are applicable only to those investors who hold shares of the fund directly.

Wire: electronic money movement through the Federal Reserve wire system

• To transfer money between a bank account and your fund account.

Automatic Transactions: periodic (automatic) transactions

• To move money to Class A of a Fidelity fund that offers Advisor classes of shares.

• To set up periodic redemptions from your Class O account to you or to your bank checking account.

Policies

The following policies apply to you as a shareholder.

Statements that Fidelity sends to you include the following:

• Confirmation statements (after transactions affecting your fund balance except, to the extent applicable, reinvestment of distributions in the fund or another fund and certain transactions through automatic withdrawal programs).
• Monthly or quarterly account statements (detailing fund balances and all transactions completed during the prior month or quarter).

To reduce expenses, only one copy of most financial reports and prospectuses may be mailed, even if more than one person in a household holds shares of the fund. Call Fidelity at 1-877-208-0098 if you need additional copies of financial reports or prospectuses. If you do not want the mailing of these documents to be combined with those for other members of your household, call Fidelity at 1-877-208-0098.

You may initiate many transactions by telephone or electronically. Fidelity will not be responsible for any loss, cost, expense, or other liability resulting from unauthorized transactions if it follows reasonable security procedures designed to verify the identity of the investor. Fidelity will request personalized security codes or other information, and may also record calls. For transactions conducted through the Internet, Fidelity recommends the use of an Internet browser with 128-bit encryption. You should verify the accuracy of your confirmation statements upon receipt and notify Fidelity immediately of any discrepancies in your account activity. If you do not want the ability to sell and exchange by telephone, call Fidelity for instructions. Additional documentation may be required from corporations, associations, and certain fiduciaries.

When you sign your account application, you will be asked to certify that your social security or taxpayer identification number (TIN) is correct and that you are not subject to backup withholding for failing to report income to the IRS. If you violate IRS regulations, the IRS can require the fund to withhold an amount subject to the applicable backup withholding rate from your taxable distributions and redemptions.

You may also be asked to provide additional information in order for Fidelity to verify your identity in accordance with requirements under anti-money laundering regulations. Accounts may be restricted and/or closed, and the monies withheld, pending verification of this information or as otherwise required under these and other federal regulations.

Prospectus

Shareholder Information - continued

Fidelity may charge a fee for certain services, such as providing historical account documents.

Dividends and Capital Gain Distributions

The fund earns dividends, interest, and other income from its investments, and distributes this income (less expenses) to shareholders as dividends. The fund also realizes capital gains from its investments, and distributes these gains (less any losses) to shareholders as capital gain distributions.

The fund normally pays dividends and capital gain distributions in December.

Distribution Options

The following distribution options are applicable only to those investors who hold shares of the fund directly.

When you open an account, specify how you want to receive your distributions. The following distribution options are available for Class O:

1. Reinvestment Option. Your dividends and capital gain distributions will be automatically reinvested in additional Class O shares of the fund. If you do not indicate a choice, you will be assigned this option.

2. Income-Earned Option. Your capital gain distributions will be automatically reinvested in additional Class O shares of the fund. Your dividends will be paid in cash.

3. Cash Option. Your dividends and capital gain distributions will be paid in cash.

Not all distribution options are available for every account. If you want to change your current option, contact your investment professional directly or call Fidelity.

If you elect to receive distributions paid in cash by check and the U.S. Postal Service does not deliver your checks, your distribution option may be converted to the Reinvestment Option. You will not receive interest on amounts represented by uncashed distribution checks.

Tax Consequences

As with any investment, your investment in the fund could have tax consequences for you. If you are not investing through a tax-advantaged retirement account, you should consider these tax consequences.

Taxes on distributions. Distributions you receive from the fund are subject to federal income tax, and may also be subject to state or local taxes.

For federal tax purposes, certain of the fund's distributions, including dividends and distributions of short-term capital gains, are taxable to you as ordinary income, while certain of the fund's distributions, including distributions of long-term capital gains, are taxable to you generally as capital gains. A percentage of certain distributions of dividends may qualify for taxation at long-term capital gains rates (provided certain holding period requirements are met).

If you buy shares when a fund has realized but not yet distributed income or capital gains, you will be "buying a dividend" by paying the full price for the shares and then receiving a portion of the price back in the form of a taxable distribution.

Any taxable distributions you receive from the fund will normally be taxable to you when you receive them, regardless of your distribution option.

Taxes on transactions. Your redemptions, including exchanges, may result in a capital gain or loss for federal tax purposes. A capital gain or loss on your investment in the fund generally is the difference between the cost of your shares and the price you receive when you sell them.

Prospectus

Fund Services

Fund Management

The fund is a mutual fund, an investment that pools shareholders' money and invests it toward a specified goal.

FMR is the fund's manager. The address of FMR and its affiliates, unless otherwise indicated below, is 82 Devonshire Street, Boston, Massachusetts 02109.

As of December 31, 2011, FMR had approximately $1.0 billion in discretionary assets under management.

As the manager, FMR has overall responsibility for directing the fund's investments and handling its business affairs.

FMRC serves as a sub-adviser for the fund. FMRC has day-to-day responsibility for choosing investments for the fund.

FMRC is an affiliate of FMR. As of December 31, 2011, FMRC had approximately $606.9 billion in discretionary assets under management.

Other investment advisers assist FMR with foreign investments:

• Fidelity Management & Research (U.K.) Inc. (FMR U.K.), at 10 Paternoster Square, 4th Floor, London, EC4M 7LS, United Kingdom, serves as a sub-adviser for the fund. As of December 31, 2011, FMR U.K. had approximately $13.4 billion in discretionary assets under management. FMR U.K. may provide investment research and advice on issuers based outside the United States and may also provide investment advisory services for the fund. FMR U.K. is an affiliate of FMR.
• Fidelity Management & Research (Hong Kong) Limited (FMR H.K.), at Floor 19, 41 Connaught Road Central, Hong Kong, serves as a sub-adviser for the fund. As of December 31, 2011, FMR H.K. had approximately $7.1 billion in discretionary assets under management. FMR H.K. may provide investment research and advice on issuers based outside the United States and may also provide investment advisory services for the fund. FMR H.K. is an affiliate of FMR.
• Fidelity Management & Research (Japan) Inc. (FMR Japan), at Kamiyacho Prime Place, 1-17, Toranomon-4-Chome, Minato-ku, Tokyo, Japan, serves as a sub-adviser for the fund. FMR Japan was organized in 2008 to provide investment research and advice on issuers based outside the United States. FMR Japan may provide investment research and advice on issuers based outside the United States and may also provide investment advisory services for the fund. FMR Japan is an affiliate of FMR.

James Morrow is portfolio manager of the fund, which he has managed since November 2006. He also manages other funds. Since joining Fidelity Investments in 1999, Mr. Morrow has worked as a research analyst and portfolio manager.

The statement of additional information (SAI) provides additional information about the compensation of, any other accounts managed by, and any fund shares held by Mr. Morrow.

From time to time a manager, analyst, or other Fidelity employee may express views regarding a particular company, security, industry, or market sector. The views expressed by any such person are the views of only that individual as of the time expressed 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.

The fund pays a management fee to FMR. The management fee is calculated and paid to FMR every month. The fee is calculated by adding a group fee rate to an individual fund fee rate, dividing by twelve, and multiplying the result by the fund's average net assets throughout the month.

The group fee rate is based on the average net assets of all the mutual funds advised by FMR. This rate cannot rise above 0.52%, and it drops as total assets under management increase.

For September 2012, the group fee rate was 0.26%. The individual fund fee rate is 0.17%.

The total management fee for the fiscal year ended September 30, 2012, was 0.43% of the fund's average net assets. Because the fund's management fee rate may fluctuate, the fund's management fee may be higher or lower in the future.

FMR pays FMRC, FMR U.K., FMR H.K., and FMR Japan for providing sub-advisory services.

The basis for the Board of Trustees approving the management contract and sub-advisory agreements for the fund is available in the fund's annual report for the fiscal period ended September 30, 2012.

FMR may, from time to time, agree to reimburse a class for, or waive, management fees and other expenses above a specified limit. FMR retains the ability to be repaid by a class if expenses fall below the specified limit prior to the end of the fiscal year.

Reimbursement or waiver arrangements can decrease expenses and boost performance.

Fund Distribution

The fund is composed of multiple classes of shares. All classes of the fund have a common investment objective and investment portfolio.

FDC distributes Class O shares.

Intermediaries, including banks, broker-dealers, and other service-providers (who may be affiliated with FMR or FDC), may receive from FMR, FDC, and/or their affiliates compensation for their services intended to result in the sale of class shares. This compensation may take the form of payments for additional distribution-related activities and/or shareholder services and payments for educational seminars and training, including seminars sponsored by FMR or an affiliate, or by an intermediary. These payments are described in more detail in this section and in the SAI.

Prospectus

Please speak with your investment professional to learn more about any payments his or her firm may receive from FMR, FDC, and/or their affiliates, as well as fees and/or commissions the investment professional charges. You should also consult disclosures made by your investment professional at the time of purchase.

Class O has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 (1940 Act) that recognizes that FMR may use its management fee revenues, as well as its past profits or its resources from any other source, to pay FDC for expenses incurred in connection with providing services intended to result in the sale of Class O shares and/or shareholder support services. FMR, directly or through FDC, may pay significant amounts to intermediaries, such as banks, broker-dealers, and other service-providers, that provide those services. Currently, the Board of Trustees of the fund has authorized such payments for Class O.

If payments made by FMR to FDC or to intermediaries under the Distribution and Service Plan were considered to be paid out of Class O's assets on an ongoing basis, they might increase the cost of your investment and might cost you more than paying other types of sales charges.

No dealer, sales representative, or any other person has been authorized to give any information or to make any representations, other than those contained in this prospectus and in the related SAI, in connection with the offer contained in this prospectus. If given or made, such other information or representations must not be relied upon as having been authorized by the fund or FDC. This prospectus and the related SAI do not constitute an offer by the fund or by FDC to sell shares of the fund to or to buy shares of the fund from any person to whom it is unlawful to make such offer.

Prospectus

Appendix

Financial Highlights

The financial highlights table is intended to help you understand Class O's financial history for the past 5 years. Certain information reflects financial results for a single class share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the class (assuming reinvestment of all dividends and distributions). This information has been audited by Deloitte & Touche LLP, independent registered public accounting firm, whose report, along with the fund's financial highlights and financial statements, is included in the fund's annual report. A free copy of the annual report is available upon request.

Selected Per-Share Data and Ratios

Years ended September 30,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 13.33	$ 13.55	$ 12.33	$ 12.06	$ 17.44
Income from Investment Operations
Net investment income (loss) C	.24	.18	.15	.13	.20
Net realized and unrealized gain (loss)	4.19	(.20)	1.21	.29	(5.41)
Total from investment operations	4.43	(.02)	1.36	.42	(5.21)
Distributions from net investment income	(.20)	(.15)	(.14)	(.15)	(.17)
Distributions from net realized gain	(.03)	(.04)	(.01)	-	-
Total distributions	(.23)	(.20) H	(.14) G	(.15)	(.17)
Net asset value, end of period	$ 17.53	$ 13.33	$ 13.55	$ 12.33	$ 12.06
Total Return A, B	33.55%	(.32)%	11.15%	4.04%	(30.13)%
Ratios to Average Net Assets D, F
Expenses before reductions	.51%	.51%	.51%	.51%	.49%
Expenses net of fee waivers, if any	.51%	.51%	.51%	.51%	.49%
Expenses net of all reductions	.51%	.50%	.50%	.50%	.48%
Net investment income (loss)	1.53%	1.20%	1.20%	1.34%	1.30%
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,515,727	$ 1,268,316	$ 1,458,736	$ 1,708,710	$ 1,758,888
Portfolio turnover rate E	40%	76%	102%	162%	121%

^A Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans.

^B Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

^C Calculated based on average shares outstanding during the period.

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

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

^F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

^G Total distributions of $.14 per share is comprised of distributions from net investment income of $.138 and distributions from net realized gain of $.005 per share.

^H Total distributions of $.20 per share is comprised of distributions from net investment income of $.151 and distributions from net realized gain of $.044 per share.

Prospectus

Additional Information about the Index

S&P 500^® Index is a market capitalization-weighted index of 500 common stocks chosen for market size, liquidity, and industry group representation to represent U.S. equity performance.

Prospectus

Notes

IMPORTANT INFORMATION ABOUT OPENING A NEW ACCOUNT

To help the government fight the funding of terrorism and money laundering activities, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT ACT), requires all financial institutions to obtain, verify, and record information that identifies each person or entity that opens an account.

For individual investors opening an account: When you open an account, you will be asked for your name, address, date of birth, and other information that will allow Fidelity to identify you. You may also be asked to provide documents that may help to establish your identity, such as your driver's license.

For investors other than individuals: When you open an account, you will be asked for the name of the entity, its principal place of business and taxpayer identification number (TIN) and may be requested to provide information on persons with authority or control over the account such as name, residential address, date of birth and social security number. You may also be asked to provide documents, such as drivers' licenses, articles of incorporation, trust instruments or partnership agreements and other information that will help Fidelity identify the entity.

You can obtain additional information about the fund. A description of the fund's policies and procedures for disclosing its holdings is available in its SAI and on Fidelity's web sites. The SAI also includes more detailed information about the fund and its investments. The SAI is incorporated herein by reference (legally forms a part of the prospectus). The fund's annual and semi-annual reports also include additional information. The fund's annual report includes a discussion of the fund's holdings and recent market conditions and the fund's investment strategies that affected performance.

For a free copy of any of these documents or to request other information or ask questions about the fund, call Fidelity at 1-877-208-0098. In addition, you may visit Fidelity's web site at www.advisor.fidelity.com for a free copy of a prospectus, SAI, or annual or semi-annual report or to request other information.

The SAI, the fund's annual and semi-annual reports and other related materials are available from the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) Database on the SEC's web site (http://www.sec.gov). You can obtain copies of this information, after paying a duplicating fee, by sending a request by e-mail to publicinfo@sec.gov or by writing the Public Reference Section of the SEC, Washington, D.C. 20549-1520. You can also review and copy information about the fund, including the fund's SAI, at the SEC's Public Reference Room in Washington, D.C. Call 1-202-551-8090 for information on the operation of the SEC's Public Reference Room.

Investment Company Act of 1940, File Number, 811-01796

FDC is a member of the Securities Investor Protection Corporation (SIPC). You may obtain information about SIPC, including the SIPC brochure, by visiting www.sipc.org or calling SIPC at 202-371-8300.

Destiny, Fidelity, Fidelity Advisor, and Fidelity Investments & Pyramid Design are registered service marks of FMR LLC. © 2012 FMR LLC. All rights reserved.

The third-party marks appearing above are the marks of their respective owners.

1.792229.109 DESIO-PRO-1112

Effective October 27, 2006, the Military Personnel Financial Services Protection Act (the "Act") prohibits the issuance or sale of new periodic payment plans, such as the Destiny Plans. The Act does not alter, invalidate, or otherwise affect any rights or obligations, including rights of redemption, of existing Planholders.

FIDELITY SYSTEMATIC INVESTMENT PLANS:
Destiny Plans II: O

The Destiny Plans are systematic investment plans that allow you to build equity over a period of years by investing regularly each month in mutual fund shares. This prospectus describes Destiny Plans II: O (the "Plan"). You may make fixed monthly investments in a Plan for a term of either 10 or 15 years. You may continue to make investments for as long as 30 years. You may invest in one of several monthly investment plan amounts for as little as $50 per month. Investments in your Plan are applied to the purchase of Class O shares of one of the Fidelity Destiny Portfolios. Destiny Plans II: O purchases Class O shares of Fidelity Advisor Capital Development Fund (the "Fund").

The Plan deducts Creation and Sales Charges and certain other fees from each investment into the Plan. On 10 year Plans, the Creation and Sales Charges range from 8.24% on $6,000 Plans ($50 a month) to 0.64% on $1,200,000 Plans ($10,000 a month) of the total amount invested and range from 9.20% to 0.64% of the net amount invested. Total deductions range from 11.66% to 0.66% of the net amount invested. On 15 year Plans, the Creation and Sales Charges range from 8.67% on $9,000 Plans ($50 a month) to 0.61% on $1,800,000 Plans ($10,000 a month) of the total amount invested and range from 9.73% to 0.61% of the net amount invested. Total deductions range from 12.20% to 0.63% of the net amount invested. Class O shares of the Fund are subject to certain annual expenses, including management fees. The Creation and Sales Charges and other fees and expenses that either you or your Plan will pay are described in the "Fees and Expenses" section on page (Click Here).

YOUR PLAN AND YOUR PLAN'S INVESTMENT IN FUND SHARES IS INTENDED TO BE A LONG-TERM INVESTMENT. YOU SHOULD NOT PURCHASE A PLAN IF YOU ARE SEEKING QUICK PROFITS OR IF YOU MIGHT BE UNABLE TO COMPLETE THE PLAN. If you terminate or withdraw from your Plan in the early years of your Plan, you may incur a loss because a major portion of the entire Creation and Sales Charges are deducted from your first twelve investments. Your Plan does not eliminate the risk involved in the ownership of individual securities and your Plan's value will increase or decrease over time as the result of increases or decreases in the prices of securities owned by the Fund. You will incur a loss if you terminate your Plan at a time when the value of your Plan's shares is less than their cost. Advance payment of any of your monthly investments increases the possibility that a loss may result from early termination. You have the right to a refund of the current value of your investment in Class O shares and the full amount of the Creation and Sales Charges you have paid within 45 days after the date of the mailing of a written notice from the custodian. You also have a right to a refund of some or all of your Plan investment within 18 months of the purchase of a Plan. These rights are subject to the conditions described under "Your Cancellation and Refund Rights" on page (Click Here). Class O shares of the Fund, which have been closed to new investors, are available to holders of existing Destiny Plans II: O only through the Plan described in this Prospectus. You do not have to purchase a Plan to make monthly investments in mutual funds. Other mutual funds managed by the Fund's investment adviser have investment objectives similar in many respects to those of the Fund. Your investment in shares of these other funds would be subject to charges that may differ from, and in some cases be less than, those which apply to an investment in the Plan.

Plans established while this Prospectus is effective are governed by the terms of this Prospectus, including all the rules, rights, privileges and benefits it describes. THEREFORE IT IS IMPORTANT THAT YOU READ THIS PROSPECTUS AND RETAIN IT FOR FUTURE REFERENCE. No salesman, dealer, or other person is authorized by Fidelity Distributors Corporation (the "Sponsor"), Fidelity Systematic Investment Plans, or Fidelity Destiny Portfolios to give any information or make any representation that is not contained in either the prospectus of the Plans, the prospectus of Fidelity Destiny Portfolios, or in other printed or written material issued by the Sponsor, the Plans, or Fidelity Destiny Portfolios.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS AGAINST THE LAW. THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE CURRENT PROSPECTUS FOR FIDELITY DESTINY PORTFOLIOS.

[This Page Intentionally Left Blank]

TABLE OF CONTENTS

			Page
Fidelity Systematic Investment Plans			1
Table of Contents			(Click Here)
How the Fidelity Destiny Plans Can Help You Meet Your Objectives			(Click Here)
Investment Objective of the Fund			(Click Here)
Fees and Expenses			(Click Here)
	1.	Creation and Sales Charges	(Click Here)
	2.	Custodian Fees and Other Service Charges	(Click Here)
Keeping Your Plan Current			(Click Here)
Dollar-Cost Averaging and Diversification			(Click Here)
Plan Features			(Click Here)
	1.	Automatic Investment Program and Government Allotments	(Click Here)
	2.	Rights of Accumulation	(Click Here)
	3.	Distributions	(Click Here)
	4.	Federal Voluntary Income Tax Withholding	(Click Here)
	5.	Your Voting Rights	(Click Here)
	6.	Making Advance Investments	(Click Here)
	7.	Changing the Face Amount of Your Plan	(Click Here)
	8.	Extended Investment Option	(Click Here)
	9.	Partial Redemption of Your Plan Shares	(Click Here)
	10.	Systematic Withdrawal Program	(Click Here)
	11.	Transferring or Assigning Your Rights in a Plan	(Click Here)
	12.	Transfer of Broker	(Click Here)
	13.	Your Cancellation and Refund Rights	(Click Here)
	14.	Terminating Your Plan	(Click Here)
	15.	Completed Plans and Exchanges	(Click Here)
	16.	Plan Reinstatement	(Click Here)
	17.	Taxes	(Click Here)
	18.	Termination of Your Plan by the Sponsor or Custodian	(Click Here)
Substitution of the Underlying Investment			(Click Here)
General			(Click Here)
The Custodian			(Click Here)
The Sponsor			(Click Here)
Illustrations of Hypothetical Destiny Plans			(Click Here)
Glossary			(Click Here)
Financial Statements			27
Fidelity Destiny Portfolios Prospectus			P-1

HOW THE FIDELITY DESTINY PLANS CAN HELP YOU MEET YOUR OBJECTIVES

Many people who want to build an investment portfolio find it difficult to save the money necessary to make periodic stock purchases. The Destiny Plans are designed to help. The Plans make it possible for you to build equity over a period of years by investing a modest sum each month in shares of the Destiny Portfolios.

The Destiny Portfolios are mutual funds, the value of the shares of which is subject to fluctuations in the values of their underlying securities. A Plan calls for monthly investments at regular intervals regardless of the value of the Fund's shares. A Plan offers no assurance against loss in a declining market and does not eliminate the risk inherent in the ownership of any security. Terminating the Plan at a time when the value of the Fund shares you own is less than their cost will result in a loss. You should therefore consider your financial ability to continue and complete a Plan.

Before opening a Plan you should consider the following:

1. A Plan represents an agreement among Fidelity Distributors Corporation (the "Sponsor"), State Street Bank and Trust Company (the "Custodian"), and you (the "Planholder") under which amounts invested, after deduction of the Creation and Sales Charges, are used to purchase shares of the Fund at net asset value.

2. Investments made through the Plan will not result in direct ownership of shares of the Fund, but rather will represent an interest in a series of a unit investment trust, which will have direct ownership of Class O shares of the Fund. You will have a beneficial interest in the underlying Fund's shares.

3. The Plan charges Creation and Sales Charges, sometimes called a "front-end load". If you were to terminate your Plan between 45 days after the date of the mailing of a written notice from the Custodian and 18 months after you start your Plan, the amount of Creation and Sales Charges and Custodian Fees that would not be refunded to you could be as much as 17.2% of your total investments made up to the time you terminate your Plan. If you terminate your Plan after 18 months, the amount of Creation and Sales Charges and Custodian Fees that would not be refunded to you could be as much as 35.1% of your total investments, assuming all your monthly investments were made. However, if you complete a 15 year Plan, the maximum Creation and Sales Charge would be no higher than 8.67% of your total investments. Accordingly, a Plan is not suited for short-term investments. See "Fees and Expenses" on page 15.

4. In addition to the Creation and Sales Charges, Planholders must pay additional fees to the Custodian. These fees relieve Planholders of the administrative details associated with the holding of securities. Some investors could perform these services for themselves if they were to purchase and hold the securities directly. An investor should weigh the value of the Custodian services against the cost of the Custodian Fees before making an investment decision. See "Fees and Expenses" on page 15.

INVESTMENT OBJECTIVE OF THE FUND

Fidelity Destiny Portfolios is an open-end management investment company, consisting of two separate portfolios, Fidelity Advisor Diversified Stock Fund and the Fund. The Fund is a diversified mutual fund, an investment vehicle that pools shareholders' money and invests it in a number of different securities. The Fund's objective is to seek capital growth.

The Fund's investments are managed by Fidelity Management & Research Company ("FMR"). FMR's principal investment strategies include:

Normally investing primarily in common stocks.

Investing in domestic and foreign issuers.

Investing in either "growth" stocks or "value" stocks or both.

Using fundamental analysis of each issuer's financial condition and industry position and market and economic conditions to select investments.

The Fund's investment objective and principal investment strategies and risks are described in the accompanying Fidelity Destiny Portfolios prospectus, which begins on page P-1.

For more information about the business experience of FMR, see "Fund Management" on page P-12 of the Fund's prospectus.

FEES AND EXPENSES

Your Plan pays three kinds of fees: Creation and Sales Charges, Custodian Fees and Other Service Charges. Each of these fees is described in more detail below.

Your Plan also indirectly pays the fees imposed on Class O shares of the Fund, including management fees. Your Plan indirectly pays these fees because it invests in Class O shares of the Fund. For more information about the fees payable by the Fund, see "Fee Table" on page P-3 of the Fund's prospectus.

1. Creation and Sales Charges

You will pay Creation and Sales Charges equal to as much as 50% of your first twelve investments in your Plan. After the first 12 investments, the charge drops to 3.60% or less on each subsequent investment for a 10 year Plan and 5.7% or less on each subsequent investment for a 15 year Plan. When you have completed a 10 year Plan (120 monthly investments), the Creation and Sales Charges you paid on your investments will amount to as much as 8.24% of your total Plan investments, assuming that you invest in a Plan with the smallest monthly investment of $50 a month ($6,000 Face Amount). The Creation and Sales Charges on the largest 10 year plan size, $10,000 a month ($1,200,000 Face Amount), amount to 0.64% of your total Plan investments.

When you have completed a 15 year Plan (180 monthly investments), the Creation and Sales Charges you paid on your investments will amount to as much as 8.67% of your total Plan investments, assuming a monthly investment amount of $50 a month ($9,000 Face Amount). The Creation and Sales Charges on the largest 15 year plan size, $10,000 a month ($1,800,000 Face Amount), amount to 0.61% of your total Plan investments.

You have certain cancellation and refund rights. However, these rights are limited, and early termination of your Plan or your inability to complete your Plan may result in your having paid Creation and Sales Charges that represent a substantial percentage of your total investments in your Plan. For example, if you terminate your Plan between 45 days after the date of the mailing of a written notice from the Custodian and 18 months after you start your Plan, the Creation and Sales Charges and Custodian Fees that would not be refunded to you could be as much as 17.2% of your total investments made up to the time you terminate your Plan. If you terminate your Plan after 18 months, the Creation and Sales Charges and Custodian Fees that would not be refunded to you could be as much as 35.1% of your total investments made, assuming all your monthly investments were made. See "Your Cancellation and Refund Rights" on page 62.

2. Custodian Fees and Other Service Charges

On minimum-sized Plans (10 or 15 years) the Custodian Fee is $1.10 per investment. On $75.00 per month Plans the Custodian Fee is $1.25 per investment, the Custodian Fee is $1.50 on larger Plans. Accounts established under an Automatic Investment Program or a government allotment after November 29, 1993 incur a reduced Custodian Fee of $0.75 per investment. See "Automatic Investment Program and Government Allotments" on page 46. The Custodian Fee charged per account at any one time may not exceed $5 per investment, regardless of the number of investments made. Thus, if the Planholder submits multiple investments into one account, such that the aggregate amount would result in a Custodian Fee of more than $5, the fee will instead be deducted at the maximum rate of $5.

<R> In addition to this fee, the Custodian deducts an annual service charge from dividends and distributions, and if necessary, from principal, as reimbursement for administrative costs. The amount of such charge will be determined by prorating the Plan's annual administrative costs over the total number of Plan accounts. For the fiscal year ended September 30, 2012, the charge was $4.71 for Destiny Plans II: O per Plan account that are established after December 30, 1985. Subsequent to January 1, 1986, this charge is subject to increases by the Sponsor, in the aggregate not to exceed increases in the Consumer Price Index. For Plans established prior to January 1, 1986 and after October 30, 1982, this service charge cannot exceed $10 per year. For Plans established prior to October 31, 1982, this charge cannot exceed $2 per year.</R>

Account Fees. You may also pay additional fees to the Custodian for certain services provided by the Custodian or its affiliated bookkeeping and administrative service agent, Boston Financial. These fees are described below:

Completed Plan Fee: An annual fee will be charged if you have completed your Plan but have elected not to hold Class O shares of the Fund directly. See "Completed Plans and Exchanges" on page 67.

Inactive Account Fee: An annual $12 fee will also be charged to your Plan account if you have not completed your Plan and your Plan is not current. See the "Keeping Your Plan Current" section on page 42.

Termination Fee: A fee of $2.50 will be charged to your Plan account if you make a complete withdrawal or you terminate your Plan prior to completion. See "Terminating Your Plan" on page 64.

Returned Check Fee: For Plans issued prior to December 1, 2000, a fee of $2.50 will be charged to your Plan account for any check or preauthorized check which is not honored by the bank on which it is drawn ("dishonored check"). For Plans issued on or after December 1, 2000, a fee of $10.00 will be charged for each dishonored check.

Bank Wire Fee: A $10.00 fee will be charged for each redemption of shares by wire.

Fidelity Destiny IRA Maintenance Fee: If you have a Fidelity Destiny IRA, you will be charged an annual $10 maintenance fee and certain additional service fees. Detailed information on the additional service fees may be obtained from the Sponsor or your investment professional.

The Custodian deducts these Custodian Fees and Other Service Charges from your Plan account. These fees may be paid out of principal from the proceeds of the sale of Fund shares in your Plan account. With respect to the Completed Plan Fee and the Inactive Account Fee, the fees are paid first from dividends and distributions. The Custodian has a lien on your shares to the extent of these rights.

Except as described in this "Fees and Expenses" section, there are currently no other fees or expenses charged against the Plan or Planholder accounts (or deducted from Fund dividends or distributions) to compensate the Custodian or the Sponsor for their services. All other fees or expenses that could otherwise be charged to the Plan and the Planholders (or deducted from Fund dividends or distributions) are being paid by the Sponsor. Although there is no current intention to do so, the Fund and the Sponsor each reserve the right to cease paying such fees or expenses, and to cause them to be charged against the Plan or the Planholders (or deducted from Fund dividends or distributions).

The following tables illustrate the effect of the Creation and Sales Charges and Custodian Fees on Plans with different monthly investment amounts and different Plan lengths.

ALLOCATION OF INVESTMENTS AND DEDUCTIONS
10 Year Plans
(120 investments)

(Assumes that all investments are made in accordance with the terms of the Plan)

		CREATION AND SALES CHARGES				CUSTODIAN FEES			% OF TOTAL CHARGES
Monthly Investment	Total Face Amount of Plan	Per Investment 1 thru 12	Per Investment 13 thru 120	Total	% of Total Investments	Per Investment	Total(A)	Total Charges(A)(B)	Net Investment in Fund Shares(C)	To Total Investments(C)	To Net Investments in Fund Shares(C)
$ 50.00	$ 6,000.00	$ 25.00	$ 1.80	$ 494.40	8.24%	$ 1.10	$ 132.00	$ 626.40	$ 5,373.60	10.44%	11.66%
75.00	9,000.00	37.50	2.70	741.60	8.24	1.25	150.00	891.60	8,108.40	9.91	11.00
100.00	12,000.00	50.00	3.60	988.80	8.24	1.50	180.00	1,168.80	10,831.20	9.74	10.79
125.00	15,000.00	62.50	4.50	1,236.00	8.24	1.50	180.00	1,416.00	13,584.00	9.44	10.42
150.00	18,000.00	75.00	5.40	1,483.20	8.24	1.50	180.00	1,663.20	16,336.80	9.24	10.18
166.66	19,999.20	83.33	5.00	1,539.96	7.70	1.50	180.00	1,719.96	18,279.24	8.60	9.41
200.00	24,000.00	100.00	4.02	1,634.16	6.81	1.50	180.00	1,814.16	22,185.84	7.56	8.18
250.00	30,000.00	125.00	5.00	2,040.00	6.80	1.50	180.00	2,220.00	27,780.00	7.40	7.99
291.66	34,999.20	145.83	5.00	2,289.96	6.54	1.50	180.00	2,469.96	32,529.24	7.06	7.59
300.00	36,000.00	150.00	5.00	2,340.00	6.50	1.50	180.00	2,520.00	33,480.00	7.00	7.53
333.33	39,999.60	166.67	4.74	2,511.97	6.28	1.50	180.00	2,691.97	37,307.63	6.73	7.22
350.00	42,000.00	175.00	4.50	2,586.00	6.16	1.50	180.00	2,766.00	39,234.00	6.59	7.05
375.00	45,000.00	187.50	4.25	2,709.00	6.02	1.50	180.00	2,889.00	42,111.00	6.42	6.86
400.00	48,000.00	200.00	4.00	2,832.00	5.90	1.50	180.00	3,012.00	44,988.00	6.28	6.70
416.66	49,999.20	208.33	3.80	2,909.95	5.82	1.50	180.00	3,089.95	46,909.25	6.18	6.59
500.00	60,000.00	225.00	2.78	3,000.24	5.00	1.50	180.00	3,180.24	56,819.76	5.30	5.60
750.00	90,000.00	300.00	2.50	3,870.00	4.30	1.50	180.00	4,050.00	85,950.00	4.50	4.71
1,000.00	120,000.00	300.00	5.00	4,140.00	3.45	1.50	180.00	4,320.00	115,680.00	3.60	3.73
1,500.00	180,000.00	315.00	6.00	4,428.00	2.46	1.50	180.00	4,608.00	175,392.00	2.56	2.63
2,000.00	240,000.00	325.00	7.00	4,656.00	1.94	1.50	180.00	4,836.00	235,164.00	2.02	2.06
2,500.00	300,000.00	350.00	8.00	5,064.00	1.69	1.50	180.00	5,244.00	294,756.00	1.75	1.78
5,000.00	600,000.00	400.00	11.00	5,988.00	1.00	1.50	180.00	6,168.00	593,832.00	1.03	1.04
10,000.00	1,200,000.00	500.00	15.56	7,680.48	0.64	1.50	180.00	7,860.48	1,192,139.52	0.66	0.66

NOTES*:

^(A) Does not include the annual $12 Completed Plan or Inactive Account Fees, payable to the Custodian first from dividends and distributions and then, if necessary, from principal. Plans established under an Automatic Investment Program or a government allotment after November 29, 1993, will pay a reduced Custodian Fee of $0.75 per automatic investment.

<R>^(B) Does not include a service charge, payable first from dividends and distributions and then, if necessary, from principal, to cover certain administrative expenses actually incurred. The amount of such charge will be determined by prorating the Plan's annual administrative costs over the total number of Plan accounts. In general, for the fiscal year ended September 30, 2012, the charge was $4.71 for Destiny Plans II: O per Plan account established on or after December 30, 1985.</R>

^(C) "Investment" means only your monthly Plan investments and does not include any reinvestment of capital gain or dividend distributions.

* See "Custodian Fees and Other Service Charges" on page 19.

ALLOCATION OF INVESTMENTS AND DEDUCTIONS
15 Year Plans
(180 investments)

(Assumes that all investments are made in accordance with the terms of the Plan)

		CREATION AND SALES CHARGES				CUSTODIAN FEES			% OF TOTAL CHARGES
Monthly Investment	Total Face Amount of Plan	Per Investment 1 thru 12	Per Investment 13 thru 180	Total	% of Total Investments	Per Investment	Total(A)	Total Charges(A)(B)	Net Investment in Fund Shares(C)	To Total Investments(C)	To Net Investments in Fund Shares(C)
$ 50.00	$ 9,000.00	$ 25.00	$ 2.86	$ 780.48	8.67%	$ 1.10	$ 198.00	$ 978.48	$ 8,021.52	10.87%	12.20%
75.00	13,500.00	37.50	4.06	1,132.08	8.39	1.25	225.00	1,357.08	12,142.92	10.05	11.18
100.00	18,000.00	50.00	5.41	1,508.88	8.38	1.50	270.00	1,778.88	16,221.12	9.88	10.97
125.00	22,500.00	62.50	6.76	1,885.68	8.38	1.50	270.00	2,155.68	20,334.32	9.58	10.60
150.00	27,000.00	75.00	5.70	1,857.60	6.88	1.50	270.00	2,127.60	24,872.40	7.88	8.55
166.66	29,998.80	83.33	6.33	2,063.40	6.88	1.50	270.00	2,333.40	27,665.40	7.78	8.43
200.00	36,000.00	100.00	7.43	2,448.24	6.80	1.50	270.00	2,718.24	33,281.76	7.55	8.17
250.00	45,000.00	125.00	9.29	3,060.72	6.80	1.50	270.00	3,330.72	41,669.28	7.40	7.99
291.66	52,498.80	145.83	6.73	2,880.60	5.49	1.50	270.00	3,150.60	49,348.20	6.00	6.38
300.00	54,000.00	150.00	5.04	2,646.72	4.90	1.50	270.00	2,916.72	51,083.28	5.40	5.71
333.33	59,999.40	166.67	5.24	2,879.97	4.80	1.50	270.00	3,149.97	56,849.43	5.25	5.54
350.00	63,000.00	175.00	5.31	2,992.08	4.75	1.50	270.00	3,262.08	59,737.92	5.18	5.46
375.00	67,500.00	187.50	4.65	3,030.75	4.49	1.50	270.00	3,300.75	64,199.25	4.89	5.14
400.00	72,000.00	200.00	3.80	3,038.40	4.22	1.50	270.00	3,308.40	68,691.60	4.60	4.82
416.66	74,998.00	208.33	3.78	3,134.95	4.18	1.50	270.00	3,404.95	71,593.85	4.54	4.76
500.00	90,000.00	225.00	5.36	3,600.48	4.00	1.50	270.00	3,870.48	86,129.52	4.30	4.49
750.00	135,000.00	300.00	8.70	5,061.60	3.75	1.50	270.00	5,331.60	129,668.40	3.95	4.11
1,000.00	180,000.00	300.00	15.54	6,210.72	3.45	1.50	270.00	6,480.72	173,519.28	3.60	3.73
1,500.00	270,000.00	315.00	17.52	6,723.36	2.49	1.50	270.00	6,993.36	263,006.64	2.59	2.66
2,000.00	360,000.00	325.00	18.57	7,019.76	1.95	1.50	270.00	7,289.76	352,710.24	2.02	2.07
2,500.00	450,000.00	350.00	20.26	7,603.68	1.69	1.50	270.00	7,873.68	442,126.32	1.75	1.78
5,000.00	900,000.00	400.00	25.00	9,000.00	1.00	1.50	270.00	9,270.00	890,730.00	1.03	1.04
10,000.00	1,800,000.00	500.00	29.64	10,979.52	0.61	1.50	270.00	11,249.52	1,788,750.48	0.62	0.63

NOTES*:

^(A) Does not include the annual $12 Completed Plan or Inactive Account Fees, payable to the Custodian first from dividends and distributions and then, if necessary, from principal. Plans established under an Automatic Investment Program or a government allotment after November 23, 1993, will pay a reduced Custodian Fee of $0.75 per automatic investment.

<R>^(B) Does not include a service charge, payable first from dividends and distributions and then, if necessary, from principal, to cover certain administrative expenses actually incurred. The amount of such charge will be determined by prorating the Plan's annual administrative costs over the total number of Plan accounts. In general, for the fiscal year ended September 30, 2012, the charge was $4.71 for Destiny Plans II: O per Plan account established on or after December 30, 1985.</R>

^(C) "Investment" means only your monthly Plan investments and does not include any reinvestment of capital gain or dividend distributions.

* See "Custodian Fees and Other Service Charges" on page 19.

TOTAL ALLOCATIONS AND DEDUCTIONS WHEN
EXTENDED INVESTMENT OPTION OF 120 ADDITIONAL INVESTMENTS IS USED
25 Year Plans
(Assumes that all investments are made in accordance with the terms of the
Extended Investment Option)*

	CREATION AND SALES CHARGES			CUSTODIAN FEES		% OF TOTAL CHARGES
Monthly Investment	Total Face Amount of Plan	Creation and Sales Charges	Creation and Sales Charges as % of Total Investments	Custodian Fees(A)(B)	Total Charges(A)(B)	Net Investment in Fund Shares(C)	To Total Investments(C)	To Net Investments in Fund Shares(C)
$ 50.00	$ 15,000.00	$ 1,123.68	7.49%	$ 330.00	$ 1,453.68	$ 13,546.32	9.69%	10.73%
75.00	22,500.00	1,619.28	7.20	375.00	1,994.28	20,505.72	8.86	9.73
100.00	30,000.00	2,158.08	7.19	450.00	2,608.08	27,391.92	8.69	9.52
125.00	37,500.00	2,696.88	7.19	450.00	3,146.88	34,353.12	8.39	9.16
150.00	45,000.00	2,541.60	5.65	450.00	2,991.60	42,008.40	6.65	7.12
166.66	49,998.00	2,823.00	5.65	450.00	3,273.00	46,725.00	6.55	7.00
200.00	60,000.00	3,339.84	5.57	450.00	3,789.84	56,210.16	6.32	6.74
250.00	75,000.00	4,175.52	5.57	450.00	4,625.52	70,374.48	6.17	6.57
291.66	87,498.00	3,688.20	4.22	450.00	4,138.20	83,359.80	4.73	4.96
300.00	90,000.00	3,251.52	3.61	450.00	3,701.52	86,298.48	4.11	4.29
333.33	99,999.00	3,509.96	3.51	450.00	3,959.96	96,039.04	3.96	4.12
350.00	105,000.00	3,629.28	3.46	450.00	4,079.28	100,920.72	3.89	4.04
375.00	112,500.00	3,577.50	3.18	450.00	4,027.50	108,472.50	3.58	3.71
400.00	120,000.00	3,494.40	2.91	450.00	3,944.40	116,055.60	3.29	3.40
416.66	124,998.00	3,624.94	2.90	450.00	4,074.94	120,923.06	3.26	3.37
500.00	150,000.00	4,243.68	2.83	450.00	4,693.68	145,306.32	3.13	3.23
750.00	225,000.00	6,105.60	2.71	450.00	6,555.60	218,444.40	2.91	3.00
1,000.00	300,000.00	8,075.52	2.69	450.00	8,525.52	291,474.48	2.84	2.92
1,500.00	450,000.00	8,825.76	1.96	450.00	9,275.76	440,724.24	2.06	2.10
2,000.00	600,000.00	9,248.16	1.54	450.00	9,698.16	590,301.84	1.62	1.64
2,500.00	750,000.00	10,034.88	1.34	450.00	10,484.88	739,515.12	1.40	1.42
5,000.00	1,500,000.00	12,000.00	0.80	450.00	12,450.00	1,487,550.00	0.83	0.84
10,000.00	3,000,000.00	14,536.32	0.48	450.00	14,986.32	2,985,013.68	0.50	0.50

NOTES**:

^(A) Does not include the annual $12 Completed Plan or Inactive Account Fees, payable to the Custodian first from dividends and distributions and then, if necessary, from principal. Plans established under an Automatic Investment Program or a government allotment after November 23, 1993, will pay a reduced Custodian Fee of $0.75 per automatic investment.

<R>^(B) Does not include a service charge, payable first from dividends and distributions and then, if necessary, from principal, to cover certain administrative expenses actually incurred. The amount of such a charge will be determined by prorating the Plan's annual administrative costs over the total number of Plan accounts. In general, for the fiscal year ended September 30, 2012, the charge was $4.71 for Destiny Plans II: O per Plan account established on or after December 30, 1985.</R>

^(C) "Investment" means only your monthly Plan investments and does not include any reinvestment of capital gain or dividend distributions.

* Please see page 56 for a description of the Extended Investment Option.

** See "Custodian Fees and Other Service Charges" on page 19.

TOTAL ALLOCATIONS AND DEDUCTIONS WHEN
EXTENDED INVESTMENT OPTION OF 180 ADDITIONAL INVESTMENTS IS USED
30 Year Plans
(Assumes that all investments are made in accordance with the terms of the
Extended Investment Option)*

	CREATION AND SALES CHARGES			CUSTODIAN FEES		% OF TOTAL CHARGES
Monthly Investment	Total Face Amount of Plan	Creation and Sales Charges	Creation and Sales Charges as % of Total Investments	Custodian Fees(A)(B)	Total Charges(A)(B)	Net Investment in Fund Shares(C)	To Total Investments(C)	To Net Investments in Fund Shares(C)
$ 50.00	$ 18,000.00	$ 1,123.68	6.24%	$ 396.00	$ 1,519.68	$ 16,480.32	8.44%	9.22%
75.00	27,000.00	1,619.28	6.00	450.00	2,069.28	24,930.72	7.66	8.30
100.00	36,000.00	2,158.08	5.99	540.00	2,698.08	33,301.92	7.49	8.10
125.00	45,000.00	2,696.88	5.99	540.00	3,236.88	41,763.12	7.19	7.75
150.00	54,000.00	2,541.60	4.71	540.00	3,081.60	50,918.40	5.71	6.05
166.66	59,997.00	2,823.00	4.71	540.00	3,363.00	56,634.60	5.61	5.94
200.00	72,000.00	3,339.84	4.64	540.00	3,879.84	68,120.16	5.39	5.70
250.00	90,000.00	4,175.52	4.64	540.00	4,715.52	85,284.48	5.24	5.53
291.66	104,997.60	3,688.20	3.51	540.00	4,228.20	100,769.40	4.03	4.20
300.00	108,000.00	3,251.52	3.01	540.00	3,791.52	104,208.48	3.51	3.64
333.33	119,998.80	3,509.96	2.92	540.00	4,049.96	115,948.84	3.38	3.49
350.00	126,000.00	3,629.28	2.88	540.00	4,169.28	121,830.72	3.31	3.42
375.00	135,000.00	3,577.50	2.65	540.00	4,117.50	130,882.50	3.05	3.15
400.00	144,000.00	3,494.40	2.43	540.00	4,034.40	139,965.60	2.80	2.88
416.66	149,997.60	3,624.94	2.42	540.00	4,164.94	145,832.66	2.78	2.86
500.00	180,000.00	4,243.68	2.36	540.00	4,783.68	175,216.32	2.66	2.73
750.00	270,000.00	6,105.60	2.26	540.00	6,645.60	263,354.40	2.46	2.52
1,000.00	360,000.00	8,075.52	2.24	540.00	8,615.52	351,384.48	2.39	2.45
1,500.00	540,000.00	8,825.76	1.63	540.00	9,365.76	530,634.24	1.73	1.77
2,000.00	720,000.00	9,248.16	1.28	540.00	9,788.16	710,211.84	1.36	1.38
2,500.00	900,000.00	10,034.88	1.11	540.00	10,574.88	889,425.12	1.17	1.19
5,000.00	1,800,000.00	12,000.00	0.67	540.00	12,540.00	1,787,460.00	0.70	0.70
10,000.00	3,600,000.00	14,536.32	0.40	540.00	15,076.32	3,584,923.68	0.42	0.42

NOTES**:

^(A) Does not include the annual $12 Completed Plan or Inactive Account Fees, payable to the Custodian first from dividends and distributions and then, if necessary, from principal. Plans established under an Automatic Investment Program or a government allotment after November 23, 1993, will pay a reduced Custodian Fee of $0.75 per automatic investment.

<R>^(B) Does not include a service charge, payable first from dividends and distributions and then, if necessary, from principal, to cover certain administrative expenses actually incurred. The amount of such a charge will be determined by prorating the Plan's annual administrative costs over the total number of Plan accounts. In general, for the fiscal year ended September 30, 2012, the charge was $4.71 for Destiny Plans II: O per Plan account established on or after December 30, 1985.</R>

^(C) "Investment" means only your monthly Plan investments and does not include any reinvestment of capital gain or dividend distributions.

* Please see page 56 for a description of the Extended Investment Option.

** See "Custodian Fees and Other Service Charges" on page 19.

A $50 MONTHLY INVESTMENT PLAN
(Assumes that all investments are made in accordance with the terms of the Plan)

	At the End of Your Plan*		At the End of 6 Months (6 Investments)		At the End of 1 Year (12 Investments)		At the End of 2 Years (24 Investments)
	Amount	% of Total Investments	Amount	% of Total Investments	Amount	% of Total Investments	Amount	% of Total Investments
10 YEARS (120 INVESTMENTS)
Total Investments	$ 6,000.00	100.00%	$ 300.00	100.00%	$ 600.00	100.00%	$ 1,200.00	100.00%
Deduct: Creation and Sales Charges Custodian Fees Total Deductions(A) Net Amount Invested under Plans	494.40 132.00 626.40 5,373.60	8.24 2.20 10.44 89.56	150.00 6.60 156.60 143.40	50.00 2.20 52.20 47.80	300.00 13.20 313.20 286.80	50.00 2.20 52.20 47.80	321.60 26.40 348.00 852.00	26.80 2.20 29.00 71.00
15 YEARS (180 INVESTMENTS)
Total Investments	$ 9,000.00	100.00%	$ 300.00	100.00%	$ 600.00	100.00%	$ 1,200.00	100.00%
Deduct: Creation and Sales Charges Custodian Fees Total Deductions(A) Net Amount Invested under Plans	780.48 198.00 978.48 8,021.52	8.67 2.20 10.87 89.13	150.00 6.60 156.60 143.40	50.00 2.20 52.20 47.80	300.00 13.20 313.20 286.80	50.00 2.20 52.20 47.80	334.32 26.40 360.72 839.28	27.86 2.20 30.06 69.94
25 YEARS (300 INVESTMENTS)
Total Investments(B)	$ 15,000.00	100.00%	$ 300.00	100.00%	$ 600.00	100.00%	$ 1,200.00	100.00%
Deduct: Creation and Sales Charges Custodian Fees Total Deductions(A) Net Amount Invested under Plans	1,123.68 330.00 1,453.68 13,546.32	7.49 2.20 9.69 90.31	150.00 6.60 156.60 143.40	50.00 2.20 52.20 47.80	300.00 13.20 313.20 286.80	50.00 2.20 52.20 47.80	334.32 26.40 360.72 839.28	27.86 2.20 30.06 69.94
30 YEARS (360 INVESTMENTS)
Total Investments(B)	$ 18,000.00	100.00%	$ 300.00	100.00%	$ 600.00	100.00%	$ 1,200.00	100.00%
Deduct: Creation and Sales Charges Custodian Fees Total Deductions(A) Net Amount Invested under Plans	1,123.68 396.00 1,519.68 16,480.32	6.24 2.20 8.44 91.56	150.00 6.60 156.60 143.40	50.00 2.20 52.20 47.80	300.00 13.20 313.20 286.80	50.00 2.20 52.20 47.80	334.32 26.40 360.72 839.28	27.86 2.20 30.06 69.94

* Assumes completion of your Plan.

NOTES**:

<R>^(A) Does not include a service charge, payable first from dividends and distributions and then, if necessary, from principal, to cover certain administrative expenses actually incurred. The amount of such a charge will be determined by prorating the Plan's annual administrative costs over the total number of Plan accounts. In general, for the fiscal year ended September 30, 2012 the charge was $4.71 for Destiny Plans II: O per Plan account established on or after December 30, 1985.</R>

^(B) The 25-year (300 investments) or 30-year (360 investments) schedules reflect the charges applicable to a 15 year Plan which is continued under the Extended Investment Option. It does not include the reduced Custodian Fee rate of $0.75 per automatic investment for Plans established under an Automatic Investment Program or a government allotment, as described on page 46. The Custodian Fee may be increased as set forth in "Custodian Fees and Other Service Charges" on page 19.

** See "Custodian Fees and Other Service Charges" on page 19.

Dividends and distributions received on Fund shares during the periods shown above have not been included or reflected in any way in the amounts shown in the table.

After the first 12 investments, the Creation and Sales Charges deducted from any investment will not exceed 3.73% of the net investment in Fund shares in the case of a 10 year Plan and 6.07% of the net investment in Fund shares in the case of a 15 year Plan (before deduction of Custodian Fee).

The amounts shown do not reflect the deduction of any of the Account Fees described on page 19.

KEEPING YOUR PLAN CURRENT

Your Plan calls for monthly investments for a period of either 10 or 15 years, with the option of extending a 15 year Plan for another 15 years. You are not likely to realize the full benefit of your Plan unless you complete your Plan. You should carefully consider your ability to make monthly investments for the length of time required to complete your Plan before you start a Plan. The Plans offer an Automatic Investment Program to assist you in making your monthly investments. See "Automatic Investment Program and Government Allotments" below.

If you stop making monthly investments, your ability to benefit from dollar-cost averaging will be reduced. See "Dollar-Cost Averaging and Diversification" below. If you stop making monthly investments and have not made any of your monthly investments in advance of their due date, your Plan will no longer be current. An inactive account fee of $12 is charged annually if you have not completed your Plan and no investment has been made for a 12-month period, after giving credit for any prepayment of monthly investments that you may have made. This fee is deducted from dividends and distributions or, if these are not sufficient, the Custodian has the right to obtain the amount needed to pay its fee by selling Fund shares from your Plan account.

Under current policy, one investment is required during each 6-month period of the calendar year to prevent the Plan from being in default. Your Plan may be terminated by the Sponsor or the Custodian if it is in default. See "Termination of Your Plan by the Sponsor or Custodian" on page 74.

DOLLAR-COST AVERAGING AND DIVERSIFICATION

The Destiny Plans were created to utilize the investing method of dollar-cost averaging. Dollar-cost averaging is a strategy of buying fixed dollar amounts of securities at regular intervals, regardless of the price of the shares. In the Destiny Plans, you invest a fixed amount on a monthly basis. Your monthly investment of a fixed dollar amount buys more shares when the share price is low and fewer shares when the share price is high. The benefit of this method is that, over time, the average cost of your shares will be lower than the average price of those shares. Dollar-cost averaging does not assure a profit or protect against a loss. If you sell your Fund shares when their value is less than their cost, you will incur a loss.

Diversification can help you manage the investment risk by decreasing the volatility of a portfolio of securities. The Destiny Portfolios are diversified, which means that the Funds invest in a number of different securities.

PLAN FEATURES

1. Automatic Investment Program and Government Allotments

To encourage and assist you in making monthly investments, and to eliminate the burden of writing a check every month, you may arrange to have your investments made automatically by establishing an Automatic Investment Program or, if you are a member of the military, a government allotment.

How to Establish, Change or Terminate an Automatic Investment Program

To establish an Automatic Investment Program, you should complete a Preauthorized Electronic Transaction Form, attach a voided blank check or deposit slip, and send it to Boston Financial at least 15 days before the date the Automatic Investment Program is to go into effect. Boston Financial will then electronically draw against your bank account each month in the amount of the monthly Plan investment. To change your Automatic Investment Program, you must give written notice to Boston Financial at least 15 days before the date on which the change is to go into effect.

To terminate your Automatic Investment Program, you must notify Boston Financial at least 5 days before the date of the next scheduled electronic transfer by calling Boston Financial at 1-800-225-5270 or by writing to Boston Financial Data Services, Inc., P.O. Box 8300, Boston, Massachusetts 02266-8300.

How to Establish, Change or Terminate a Government Allotment

Members of the military may establish a government allotment by completing the appropriate government allotment form.

You may change or terminate a government allotment at any time by giving notice to your government disbursing office.

Please obtain forms to establish, change, or terminate a government allotment from your government disbursing office. Boston Financial cannot supply you with these forms.

2. Rights of Accumulation

You may qualify to pay lower Creation and Sales Charges on Plans where you increase the Face Amount, by aggregating their Face Amounts with the following holdings registered to you, members of your immediate family, or certain fiduciary accounts described below: (i) the Face Amounts of any current Plans, (ii) Class A, Class T, Class B, and Class C shares of any Fidelity Advisor fund, (iii) Advisor B Class shares and Advisor C Class shares of Treasury Fund, and (iv) Daily Money Class shares of Treasury Fund, Prime Fund or Tax-Exempt Fund acquired by exchange from any Fidelity Advisor fund. In addition, when you increase the Face Amount of an existing Plan, you may also qualify to reduce the Creation and Sales Charges you pay on future investments into any existing individual IRA Plans which are registered to you or your immediate family. 10 year and 15 year Plans may not be combined for purposes of taking advantage of these rights of accumulation.

To use this privilege, you or your investment professional must notify the Sponsor in writing that you wish to aggregate the Face Amounts of each of the Plans that qualify for rights of accumulation for the purpose of determining the applicable Creation and Sales Charges. A letter of instruction for each face change must be submitted at the same time that you send your notice.

Each Plan must be current at the time you send your notice. For rights of accumulation, a Plan is considered to be current if:

It has been completed and not redeemed; or

It has not been completed, but has at least as many investments recorded as there are months elapsed since establishment or since being increased; or

It is a qualified retirement plan, including an IRA.

If one or more of the Plans, other than a qualified retirement plan, that are combined to take advantage of this privilege subsequently becomes no longer current, the remaining Creation and Sales Charges will be recalculated to reflect the charges applicable to the Plan or Plans that remain current.

You may only combine Plans that are registered to you, your spouse, your children under the age of 21, or a trustee or other fiduciary of a single trust estate or single fiduciary account. For the purpose of this privilege, a single fiduciary account includes a pension, profit-sharing or other employee benefit trust created pursuant to a plan qualified under Section 401 of the Internal Revenue Code, and a trust estate or fiduciary account may have more than one beneficiary. This privilege is not available to any group of individuals whose funds are combined, directly or indirectly, for the purchase of redeemable securities of a registered investment company whether jointly or through a trustee, agent, custodian or other representative for that group of individuals.

3. Distributions

Unless you direct otherwise, all dividends and other distributions, after applicable deductions, are automatically used to purchase additional Class O shares of the Fund at NAV as of the record date for the distribution. No sales charge is made on any reinvestment of dividends or other distributions.

You must instruct Boston Financial if you wish to receive the dividends and other distributions in cash rather than additional shares. Your instructions must be received at least seven days before the record date of a dividend or distribution. You may change these instructions at any time. Distributions on Fidelity Destiny IRAs are automatically reinvested.

Dividends and other distributions are made on a per-share basis. After every distribution, the value of a share drops by the amount of the distribution. If you make an investment shortly before the ex-dividend date of the dividend or distribution, you will pay a price for the shares that includes the amount of the dividend or distribution. This is called "buying a dividend." Dividends and distributions, if declared, are normally paid annually by each Fund, and may be taxable to you. See "Taxes" on page 72.

4. Federal Voluntary Income Tax Withholding

Boston Financial can withhold up to 28% of any dividend or other distribution paid by the Fund for income taxes and send that amount to the Internal Revenue Service as a credit against your tax liability, if any. The amount withheld may or may not be equal to the additional taxes you may owe on the dividend or distribution. If you choose to authorize this withholding, the number of Fund shares purchased with the remainder of the dividend or distribution will be less than would otherwise have been the case.

Federal Voluntary Income Tax Withholding is available only for non-retirement (taxable) accounts. This withholding option can be started by submitting a Tax Withholding Form, which is included with your Plan Application, to Boston Financial at least 30 days before the option is to take effect. Once started, the withholding option will remain in effect until you notify Boston Financial in writing to end the withholding. For withholding tax information on distributions from qualified plans or Individual Retirement Accounts, please refer to your qualified plan documents or custodial agreement.

5. Your Voting Rights

You will receive a notice at least 15 days before any matter is submitted to a vote of the shareholders of the Fund. The Custodian will vote on these matters according to your instructions. In the absence of instructions on how you wish to vote, the Custodian will vote all the votes of the Plan in the same proportion as it votes the shares for which it has received instructions from other Planholders in your Plan. The number of votes you are entitled to is based upon the dollar value of your investment. If you wish to attend a meeting at which shares may be voted, you may request Boston Financial to furnish a proxy or otherwise make arrangements for exercising your voting rights.

6. Making Advance Investments

You are normally expected to make 12 regularly scheduled investments each calendar year. If you wish to complete your Plan ahead of schedule, you may make advance investments singly or in lump-sum amounts at any time during the life of your Plan.

There is no restriction on the number of advance investments you may make during the life of your Plan, but the total amount of all your investments made during the life of your Plan may not exceed the total Face Amount of your Plan, unless you are exercising the Extended Investment Option. See "Extended Investment Option" on page 56. Investments made in excess of this limit will be returned to you at the address of record. Monthly investments may also be paid in lump-sum amounts to make a Plan that is in arrears current. When you make advance investments, you pay the applicable Creation and Sales Charges that you pay on regular monthly investments.

7. Changing the Face Amount of Your Plan

<R> You may increase the Face Amount of your Plan at any time. This is called making a Face Change to your Plan. You may choose a new Face Amount that is one of the monthly investment amounts shown in the tables on pages 26, 28, 30 and 33. Within 12 months of the time you increase the Face Amount of your Plan, you may decrease your Face Amount back to an amount not lower than the Plan's previous Face Amount. Within 12 months of the time you open a new Plan, you may decrease your Face Amount by as much as 50%. This privilege is only available to Plans with Face Amounts of at least $12,000 ($100 per month).</R>

You must send your request for a change in the Face Amount of a Plan to Boston Financial or your representative along with a letter of instruction for the new Face Amount.

Changes in the Face Amount of your Plan (increases or decreases) will not take effect until the Custodian receives written instructions in good order from you.

Whether you increase or decrease your Face Amount, a change in the Face Amount does not create new cancellation and refund rights. However, your Plan will be subject to the fees and deductions applicable to Plans of the same Face Amount opened at the time that you change the Face Amount of your Plan, as described in the then currently effective prospectus. The Creation and Sales Charges you have already paid on your existing Plan will be recomputed and applied as a credit to the Creation and Sales Charges due on your changed Plan, if any, at the time you change the Face Amount of your Plan. Any additional Creation and Sales Charges due on your changed Plan will be paid by liquidating Fund shares held by your Plan.

8. Extended Investment Option

If you purchase a 15 year Plan, you may continue making monthly investments into your Plan after you complete all scheduled investments by making your initial investment within six months after your 180th payment. You will not be allowed to automatically activate the extended investment option after the six months following your 180th payment. If you purchase a 10 year Plan, you must first change the Face Amount of your Plan to that of a 15 year Plan and complete that Plan before activating the Extended Investment Option. You may make as many as 180 additional monthly investments, for a total of 360 investments. Investments which exceed this limit will be returned to you at the address of record.

Your additional investments are subject to the same deductions (with the exception of the Custodian Fee) as your last scheduled investment, except that you will not pay additional Creation and Sales charges on each subsequent investment beyond your 300th payment. If you stop making investments under the Extended Investment Option, and your Plan is not current for six consecutive months, the Sponsor or the Custodian may terminate your Plan. The Custodian reserves the right to increase the Custodian Fee applicable to this period to the rate then being charged for new Plans of the same Plan size. In no case, however, will this new rate be more than 75% higher than the Custodian Fees detailed in this Prospectus. Your Extended Investment Option will end after your 360th monthly Plan investment.

9. Partial Redemption of Your Plan Shares

Normally, if you redeem all of your Plan shares, your Plan will terminate. However, you may redeem less than all of your Plan shares without terminating your Plan. If you have owned your Plan for at least 45 days, you may direct the Custodian, as agent, to redeem up to 90% of the value of your Plan shares, expressed in dollars, and to pay you the proceeds. You may make partial redemptions as often as you desire. Any partial sale of shares and cash withdrawal must involve at least $100.

When you make partial redemptions, you may elect to hold Fund shares directly by instructing the Custodian to deliver any or all of the Fund shares that have accumulated in your Plan for at least 60 days, properly registered in your name, to Fidelity Investments Institutional Operations Company, Inc., the transfer agent of the Fund. You may exchange your Fund shares for shares of any of the Fidelity funds, including Class A shares of any of the Fidelity funds that offer Advisor classes of shares, subject to minimum initial investment requirements. For more information, see "Completed Plans and Exchanges" on page 67 and "Exchanging Shares" on page P-10 of the Fund's prospectus.

Where to Send Requests. Your partial redemption request should be sent to Boston Financial Data Services, Inc., P.O. Box 8300, Boston, Massachusetts 02266-8300. Your request must be signed and any required medallion signature guarantee must be received in proper order before any cash withdrawals or redemptions can be executed.

Medallion Signature Guarantees May Be Required. If your partial redemption results in a cash withdrawal of more than $100,000, if the proceeds are to be sent to an address other than the address of record, or if the proceeds are to be paid to someone other than the record owner of the account, a medallion signature guarantee is required. A medallion signature guarantee is also required if the address of record has changed within the last 15 days and you wish to sell $10,000 or more of shares. A medallion signature guarantee is a widely accepted way to protect you and Fidelity by guaranteeing the signature that appears on your request. A medallion signature guarantee may not be provided by a notary public. The Custodian will accept medallion signature guarantees from banks, brokers, dealers, municipal securities dealers, municipal securities brokers, government securities dealers, government securities brokers, credit unions (if authorized under state law), national securities exchanges, registered securities associations, clearing agencies and savings associations.

Telephone Requests. You may also make partial redemptions by telephone by calling Boston Financial at 1-800-225-5270, as long as you are not withdrawing more than 90% or $100,000 from your Plan and your request does not require a medallion signature guarantee.

Automated Clearing House or Bank Wire. You may also make partial redemptions via the Automated Clearing House ("ACH") or the Federal Reserve Wire System by calling Boston Financial at 1-800-225-5270. You must sign up for the ACH or wire feature at least 5 days before using it. Please call your investment professional or Boston Financial to verify that this feature is set up on your account. You must designate the U.S. commercial bank account(s) into which you want the redemption proceeds deposited. To add the ACH or wire feature or to change the bank account designated to receive redemption proceeds at any time prior to making a redemption request, you should send a letter of instruction, including a medallion signature guarantee and a blank voided check, to Boston Financial Data Services, Inc. P.O. Box 8300, Boston, Massachusetts 02266-8300. A $10 fee will be charged for each redemption of shares via the Federal Reserve Wire System.

Redemption Prices and Proceeds. The redemption price for the partial redemption will be at the NAV calculated after your order is received in proper form. Partial redemption requests must be received by 4:00 p.m. Eastern time to receive that day's NAV. You will receive proceeds by check made payable as the account is registered and mailed to the address of record. Ordinarily, you will be sent the proceeds of a partial redemption within seven calendar days from the time Boston Financial accepts the request. However, Boston Financial will not mail redemption proceeds until checks received for the shares purchased have cleared (which may take up to 7 calendar days). The right of redemption of shares of the Fund may be suspended at times when the New York Stock Exchange is closed or if the Securities and Exchange Commission ("SEC") has determined that certain other emergencies exist. If the right of redemption of shares is suspended, Fund shares may not be redeemed, and therefore, cash withdrawals may not be made.

Certain Tax Consequences: Your Responsibilities. You may realize a capital gain or loss for federal income tax purposes on partial redemptions even if you replace the shares pursuant to the "replacement option" described in the following paragraph. If assets from a Fidelity Destiny IRA are distributed directly to you, you will be responsible for any income taxes due on the distribution and, if you are under the age of 59 1/2, you may be subject to an early distribution penalty if those assets are not reinvested into another IRA within 60 days of receipt of the distribution.

Replacement Option. If you make a partial redemption of some of your Plan shares, you may, but are not obligated to, replace those shares by repurchasing them, up to the dollar amount of the original sale, at any time after 90 days from the date of the original sale. If you own a Fidelity Destiny IRA, you may replace those shares by repurchasing them, up to the dollar amount of the original sale, at any time after 45 days from the date of the original sale. The annual contribution limitation will apply for such purchases.

You may replace Plan shares at any time after 90 days (45 days for Fidelity Destiny IRAs), and the replacement need not be made in one transaction. However, the amount of any repurchase of shares following a partial redemption must be at least 25% of the amount redeemed or $500, whichever is less. Replacements of partial redemptions should be clearly identified to distinguish them from additional investments. The Custodian or Boston Financial may require additional documentation. Your replacement will be applied to the purchase of Fund shares at the next determined NAV. Partial redemptions and replacements do not affect the total number of monthly investments to be made or the unpaid balance of monthly investments.

The partial redemption and replacement privileges are intended to facilitate the temporary use of funds invested in your Plan for emergency purposes. The Sponsor reserves the right to limit the number of transactions you may use to replace a partial redemption and to impose such additional restrictions as, in its judgment, are necessary to conform with the requirements of NASD Rule 2830 of the Rules of the Financial Industry Regulatory Authority ("FINRA").

10. Systematic Withdrawal Program

When you have completed your Plan, you may choose to start a Systematic Withdrawal Program. You may also start a Systematic Withdrawal Program prior to completing your Plan if you provide Boston Financial with written notification that you do not intend to make any additional investments. If you resume making investments, you may want to consider discontinuing the Systematic Withdrawal Program because of the Creation and Sales Charges. If you have a Fidelity Destiny IRA and are 59 1/2 years old or older, you do not have to complete your Plan, or provide notification that you do not intend to make additional investments, before you start a Systematic Withdrawal Program.

How to Start a Systematic Withdrawal Program. To start this program, you direct the Custodian, as your agent, to withdraw the necessary shares from your Plan account so that the Custodian may make regular cash withdrawals on a monthly or quarterly basis. You may authorize cash withdrawals of any amount, subject to a $50 minimum. The Sponsor has established the $50 minimum for administrative convenience: it should not be considered a recommended Systematic Withdrawal amount. You may change the dollar amount of the withdrawal or stop the Systematic Withdrawal Program at any time. To make program withdrawals by ACH or bank wire please follow the instructions set forth above in Section 9 under Partial Redemption of Your Plan Shares - Automated Clearing House or Bank Wire.

Your Plan will remain in full force and effect with all rights and privileges until all shares have been withdrawn from your account. You should realize that withdrawals in excess of the dividends and distributions paid on your Plan shares will be made from principal and eventually may exhaust your Plan account. Therefore, these withdrawals cannot be considered as income on your investment. You may also realize a capital gain or loss for federal income tax purposes upon payment of each withdrawal. If you purchase two or more Plans, it is ordinarily disadvantageous to participate in the Systematic Withdrawal Program on a completed Plan while still making monthly investments on the uncompleted Plan.

The Sponsor reserves the right to stop offering the Systematic Withdrawal Program at any time after giving 90-days' notice to all Planholders who have not elected to participate in the program. If you are currently participating in the program at that time, you will be allowed to continue your program. The Sponsor is not currently contemplating ending the program.

11. Transferring or Assigning Your Rights in a Plan

To secure a loan, you may assign your right, title and interest in all, or a part of, your Plan to a bank or other lending institution. You may not assign or transfer your rights in a Plan if it is a Fidelity Destiny IRA or other qualified retirement account, a UTMA Plan, or a UGMA Plan. Additional documentation may be required by the lending institution. To obtain additional information about the necessary forms and procedures please call Boston Financial at 1-800-225-5270.

You may also transfer your right, title, and interest to another person whose only right shall be the privilege of complete withdrawal from the Plan, or transfer your right, title, and interest to another person, trustee, or custodian acceptable to the Sponsor, who has applied to the Sponsor for a similar Plan. Additional documentation may be required. Boston Financial or your representative will provide you with the appropriate assignment forms. You will be liable for any transfer taxes that may be incurred.

12. Transfer of Broker

A shareholder may change the broker/dealer firm of record for his or her account by sending a letter of instruction to Boston Financial Data Services, Inc. P.O. Box 8300, Boston, MA 02266-8300.

13. Your Cancellation and Refund Rights

45-day Cancellation Right. You have certain cancellation rights. Within 60 days after your initial investment in a new Plan, the Custodian will send you a notice about these rights. If you elect to cancel your Plan within 45 days of the date of the mailing of that notice, you will receive a cash refund equal to the sum of (1) the total net asset value of the Fund shares credited to your Plan account on the date that the cancellation request is received by Boston Financial and (2) an amount equal to the difference between the total investments made under the Plan and the net amount invested in Fund shares (including all Custodian Fees paid to date).

18-Month Cancellation Right. In addition, you may cancel your Plan at any time within 18 months of your initial investment by sending written instructions to Boston Financial. If you cancel your Plan after the 45-day cancellation period described above has expired but before the 18 month cancellation period expires, you will receive a cash refund equal to the sum of (1) the total net asset value of the Fund shares credited to your Plan account on the date that the cancellation request is received by Boston Financial and (2) the amount by which the Creation and Sales Charges deducted from your total investments exceed 15% of the investments made up to the date of redemption. Custodian Fees, which may amount to 2.2% of the total investments, are not subject to refund.

Where to Send a Request. In order to receive the above refunds, you must send a written cancellation request to Boston Financial Data Services, Inc., P.O. Box 8300, Boston, Massachusetts 02266-8300. For your protection, if the amount of your refund will be more than $100,000, if the proceeds are to be sent to an address other than the address of record, if the proceeds are to be paid to someone other than the record owner of the account, or if you have changed your address within 15 days of your cancellation request and you wish to sell $10,000 or more of shares, your request must be signed by all the registered owners and you must include a medallion signature guarantee on your cancellation request.

Reinstatement After Cancellation. If you exercise your Cancellation and Refund Rights and redeem your Plan, you may not reinstate the proceeds from such a cancellation or refund at NAV, except as described under "Plan Reinstatement" on page 69. You may realize a capital gain or loss for federal income tax purposes at the time of redemption.

Notices. The Sponsor will send you a written notice of the 18-month right of cancellation if, during the first 15 months after the issuance of your Plan, you have missed three or more investments, or if, after the first 15 months but prior to the end of 18 months from the issuance of your Plan, you have missed one investment or more. If the Sponsor has previously sent you a notice during the first 15 months after the issuance of your Plan, a second notice will not be sent even if additional investments are missed. These notices will inform you of your Plan cancellation rights, and will include the value of your Plan and the amount you would be entitled to receive upon cancellation, as of the date of the notice.

14. Terminating Your Plan

You may terminate your Plan completely at any time by redeeming all your shares. However, if you terminate your Plan before completing all the scheduled investments, the percentage of your total investments that will have been paid as Creation and Sales Charges will be higher than if you had completed your Plan. You may also partially redeem your Plan. See "Partial Redemption of Your Plan Shares" on page 57. If you terminate your Plan more than 60 days from the date of issuance of your Plan, you may avoid paying any commission that a security dealer may charge for terminating your Plan by sending written notice of termination to Boston Financial. If your Plan is not complete, a charge of $2.50 will be made for terminating your Plan.

Options Following Termination. When you terminate your Plan, you may choose to hold Fund shares directly by instructing the Custodian to deliver any or all of the Fund shares that have accumulated in your Plan for at least 60 days, properly registered in your name, to Fidelity Investments Institutional Operations Company, Inc., the transfer agent of the Fund. You may exchange your Fund shares for shares of any of the Fidelity funds, including Class A shares of any of the Fidelity funds that offer Advisor classes of shares, subject to minimum initial investment requirements. You may also receive a check for the proceeds by directing the Custodian, as your agent, to withdraw the shares, redeem them, and send the proceeds to you. For more information, see "Completed Plans and Exchanges" below and "Exchanging Shares" on page P-10 of the Fund's prospectus.

Where to Send Requests.Termination requests should be sent to Boston Financial Data Services, Inc., P.O. Box 8300, Boston, Massachusetts 02266-8300. Your termination request and any necessary medallion signature guarantees must be received in proper order before any withdrawals or redemptions can be executed. For your protection, if the amount of your proceeds from termination will be more than $100,000, if the proceeds are to be sent to an address other than the address of record, if the proceeds are to be paid to someone other than the record owner of the account, or if you have changed your address within 15 days of your termination request and you wish to sell $10,000 or more of shares, your request must be signed by all the registered owners and you must include a medallion signature guarantee on your termination request.

Automated Clearing House or Bank Wire. You may redeem your shares via the ACH or the Federal Reserve Wire System by calling Boston Financial at 1-800-225-5270. You must sign up for the ACH or the wire feature at least five days before using it. Please call your investment professional or Boston Financial to verify that this feature is set up on your account. You must designate the U.S. commercial bank account(s) into which you want the redemption proceeds deposited. To add the ACH or the wire feature or to change the bank account designated to receive redemption proceeds at any time prior to making a redemption request, you should send a letter of instruction, including a medallion signature guarantee and a blank voided check, to Boston Financial Data Services, Inc. P. O. Box 8300, Boston, Massachusetts 02266-8300. A $10 fee will be charged on each redemption of shares via the Federal Reserve Wire System.

Redemption Prices and Proceeds. The redemption price of your Fund shares will be at the NAV calculated after your order is received in proper form. Termination requests must be received by 4:00 p.m. Eastern Time to receive that day's NAV. You will receive proceeds by check made payable as the account is registered and mailed to the address of record. Ordinarily, you will be sent the proceeds within seven calendar days from the time Boston Financial accepts your termination request. However, Boston Financial will not mail redemption proceeds until checks received for the shares purchased have cleared (which may take up to 7 calendar days). The right of redemption of shares of the Fund may be suspended at times when the New York Stock Exchange is closed or if the SEC has determined that certain other emergencies exist. If the right of redemption of shares is suspended, Fund shares may not be redeemed, and therefore, cash withdrawals may not be made.

15. Completed Plans and Exchanges

Once you have completed your Plan, you may elect to hold shares of the Fund directly by instructing the Custodian to deliver any or all of the Fund shares that have accumulated in your Plan, properly registered in your name, to the transfer agent of the Fund. To transfer your shares to the Fund, you will need to complete a Fidelity fund application. An annual fee of $12 will be charged if you have completed your Plan but elected not to hold shares of the Fund directly.

Fund shares held directly by you may be exchanged at NAV for shares of any of the Fidelity funds, including Class A shares of Fidelity funds that offer Advisor classes of shares, subject to minimum initial investment requirements. FMR is the investment adviser of the Fidelity funds. For more information, see "Exchanging Shares" on page P-10 of the Fund's prospectus.

Exchanges between Destiny Plans I: O and Destiny Plans II: O (offered by means of a separate prospectus) are not permitted, nor may exchanges be made between these Plans and Destiny Plans I: N or Destiny Plans II: N offered by means of separate prospectuses. Shares of any class of Fidelity Advisor Diversified Stock Fund held by any Destiny Plans may not be exchanged for shares of any class of the Fund, nor may shares of any class of the Fund held by any Destiny Plans be exchanged for shares of Fidelity Advisor Diversified Stock Fund.

16. Plan Reinstatement

You may reinstate a terminated Plan without any Creation and Sales Charges on the reinstated amount during the original term of your Plan under the same account registration as your terminated Plan. You must make your reinstatement within 90 days after the date you terminated your Plan. You need not reinstate all of the proceeds which you received upon termination, but you must reinstate at least 10% of the gross proceeds from the termination of your Plan. When you reinstate your Plan, it will be the same type of Plan, and invest in the same class of Fund shares, as your terminated Plan, at the NAV of that class next determined after your reinstatement request is received in good order by Boston Financial.

You may terminate tax-advantaged retirement Plan accounts and rollover (reinstate) the assets into another tax-advantaged retirement account without any sales charge as often as you wish subject to regulatory limitations as long as the only difference in the account registration of the Plan account is the name of the type of tax-advantaged retirement account. You may wish to consult with a tax adviser before terminating a tax-advantaged retirement account.

If you terminated your Plan and redeemed your shares under the Cancellation and Refund Rights described on page 62, you may not reinstate the proceeds from such a cancellation or refund at NAV until all refunded Creation and Sales Charges that were refunded in the cancellation have been deducted from the amount being replaced. The plan reinstatement privilege is separate from the partial redemption privilege described on page 57.

When you reinstate your Plan, your Plan will resume at the same monthly investment number that would have been due if you had not terminated your Plan. Your reinstated Plan will be credited for all monthly investments made to your terminated Plan. The total number of monthly investments to be made on your Plan will remain the same.

The Sponsor may, from time to time, extend the plan reinstatement privilege beyond the 90-day period on the terms described above. The extended reinstatement period will not be available unless the Sponsor has specified a time period during which the 90-day reinstatement period has been extended.

You should recognize that if you terminate your Plan you may realize a gain or loss for federal income tax purposes, but if you reinvest some or all of the proceeds in your Destiny Plan within 30 days of that termination date, you may not recognize a loss for federal income tax purposes.

17. Taxes

For tax purposes, you will be treated as directly owning Fund shares. The Fidelity Destiny Portfolios prospectus more fully describes how the dividends and distributions that are paid to you or reinvested for you may be taxable to you. You bear the responsibility for any taxes payable with respect to any of the profits realized on sales or transfers by the Custodian or Sponsor of Fund shares or other property credited to your account in accordance with the provisions of your Plan and for any taxes levied or assessed with respect to Fund shares or the income from Fund shares. For more information, see "Tax Consequences" on page P-11 of the Fund's prospectus.

The cost basis of your shares is the amount you paid for those shares, including the Creation and Sales Charges and the cost of any reinvested distributions. If you own a Fidelity Destiny IRA and itemize your deductions, you may be able to claim a miscellaneous itemized deduction for any administrative or trustee fees incurred in connection with that IRA if those fees are billed separately or paid separately.

18. Termination of Your Plan by the Sponsor or Custodian

Although a Plan may call for regular investments over a 10 year or 15 year period, neither the Sponsor nor the Custodian can terminate your Plan until 360 investments have been made unless the Plan is in default or unless shares of the Fund are not obtainable and a substitution is not made. See "Substitution of the Underlying Investment" on page 76. Normally, a Plan is in default if no investments have been made for six consecutive months. However, under the current policy, a Plan is not in default if one investment has been made during each six-month period of the calendar year. Although the Sponsor does not currently intend to do so, the Sponsor reserves the right to change the current default policy in the future. The default period will not start until you have been given full credit for the amount of any advance investments you have made.

After 360 investments, or if other events justify termination, the Sponsor or the Custodian may terminate your Plan with 60 days written notice by mailing you notice of termination at the address shown on your Plan account registration. The notice will request that you choose to have the Plan distributed either in cash or in Fund shares (together with the cash value of any fractional shares) after deduction for all authorized charges, fees and expenses. Upon termination, the Custodian, acting as your agent, may surrender for liquidation either all of the Fund shares credited to your Plan or sufficient Fund shares to pay all authorized deductions and leave no fractional shares. The Fund shares and any cash remaining after paying all authorized deductions will be held by the Custodian for delivery to you.

No interest will be paid by the Custodian on any cash balances. If you do not respond within 60 days after the notice of termination is mailed to you, the Custodian, at its discretion, may at any time thereafter fully discharge its obligations by mailing a check for the liquidated value of the Fund shares to you. You will then have no further rights under the Plan except that if the check is returned to the Custodian undelivered, the Custodian will continue to hold these assets for your benefit, subject only to any applicable escheatment laws. The Custodian has no obligation to pay interest on or to reinvest checks returned to it.

SUBSTITUTION OF THE UNDERLYING INVESTMENT

The Sponsor may substitute the shares of another investment medium as the underlying investment if it deems the substitution to be in the best interest of Planholders. The substituted shares shall be generally comparable in character and quality to the present Fund shares, and shall be registered with the SEC under the Securities Act of 1933. Before any substitution can be effected, the Sponsor must:

(a) obtain an order from the SEC approving the substitution;

(b) give written notice of the proposed substitution to the Custodian;

(c) give a written notice of the proposed substitution to each Planholder that includes a reasonable description of the new fund shares, with the advice that, unless the Plan is surrendered within 30 days of the date of the mailing of the notice, you will be considered to have consented to the substitution and to have agreed to bear the pro rata share of expenses and taxes in connection with it; and

(d) provide the Custodian with a signed certificate stating that proper notice under these provisions has been given to each Planholder.

If your Plan is not surrendered within 30 days from the date the notice was sent to you, the Custodian shall purchase the new shares for your Plan with any dividends or distributions which may be reinvested for your Plan. If the new shares are also to be substituted for the shares your Plan already holds, the Sponsor must arrange to have the Custodian furnished, without payment of a sales charge or fees of any kind, with new shares having an aggregate value equal to the value of the shares for which they are to be exchanged.

If Fund shares are not available for purchase for a period of 120 days or longer, and the Sponsor fails to substitute other shares, the Custodian may, but is not required to, either select another underlying investment or terminate the Plan. If the Custodian selects a substitute investment, it shall first obtain an order from the SEC approving the substitution, as specified above, and then shall notify each Planholder. If, within 30 days after mailing the required notice to you, you give your written approval of the substitution and agree to bear the pro rata share of actual expenses, including tax liability sustained by the Custodian, the Custodian may thereafter purchase the substituted shares. Your failure to give written approval of the substitution within the 30-day period shall give the Custodian the authority to terminate your Plan.

GENERAL

The terms of the Plan are set out in a Custodian Agreement, which is governed by the laws of the Commonwealth of Massachusetts. The Plan is a unit investment trust under the Investment Company Act of 1940 ("1940 Act"), and is registered with the SEC. Registration with the SEC does not imply supervision of management or investment practices or policies by the SEC. No Plan certificates are available. New Fidelity Systematic Investment Plans are no longer offered for sale.

In addition to the Plan described in this prospectus there are currently three other series of Fidelity Systematic Investment Plans: Destiny Plans I: O (together with the Plan, the "O Plans"), Destiny Plans I: N and Destiny Plans II: N (together, the "N Plans"). A copy of separate prospectuses describing the three Plans in detail is available from your investment professional or from Fidelity Distributors Corporation. The O Plans have been closed to new investors since December 15, 1999. The N Plans have been closed to new investors since October 27, 2006.

The organization, management and investment policies of Fidelity Destiny Portfolios are fully described in the Fund's prospectus beginning on page P-1. Generally, shares of the Fund are purchased at the next NAV calculated after your investment is received in good order by the Custodian. Dividends and distributions received on Fund shares will be reinvested by the Custodian, after making authorized deductions, in additional shares of the Fund at the then-current NAV unless otherwise directed by the Sponsor or unless you direct Boston Financial to remit them to you in cash.

Commissions ranging from 41.7% to 92.4% of the total Creation and Sales Charges will be paid to authorized investment broker-dealer firms and mutual fund dealers that are members of FINRA and have executed a Destiny Selling Dealer Agreement with the Sponsor. From time to time the Sponsor may increase the commissions paid to broker-dealer firms to 100%. These broker-dealers are independent contractors. Nothing in this prospectus or in other literature or confirmations issued by the Sponsor, the Custodian or Boston Financial including the words "representative" or "commission," makes any broker-dealer a partner, employee or agent of the Sponsor, the Custodian or Boston Financial. Neither the Sponsor, the Custodian nor Boston Financial shall be liable for any acts or obligations of any dealer or investment broker.

THE CUSTODIAN

State Street Bank and Trust Company, State Street Financial Center, One Lincoln Street, Boston, Massachusetts, is the Custodian for the Plan under a Custodian Agreement with the Sponsor and maintains custody of the Plan. Plan services are provided by the Custodian or its affiliated bookkeeping and administrative service agent, Boston Financial Data Services, Inc. (Boston Financial). Acting as your agent, the Custodian assumes the responsibility for the many administrative details of your Plan.

All correspondence should be directed to Boston Financial Data Services, Inc., P.O. Box 8300, Boston, Massachusetts 02266-8300 or your financial representative.

The Custodian has delegated certain administrative functions to Boston Financial, an affiliate of the Custodian. Under the delegation arrangement, the Custodian pays to Boston Financial all or a portion of the fees and charges made in the course of performing the administrative functions. Boston Financial mails to each Planholder a receipt for each investment, a statement of the number of shares held in the Plan, notices, including distribution notices and tax statements, reports to shareholders, prospectuses and proxy material.

You send your monthly Plan investments to Boston Financial. After making authorized deductions, Boston Financial applies the money to the purchase of Fund shares. Investments in the Plan purchase shares of Class O of the Fund. The Custodian holds these Fund shares in its custody, receiving dividends and distributions that, at your option, may be remitted either to you or reinvested in additional Fund shares.

The Custodian causes periodic audits to be taken of the records it maintains relating to the Plan, unless those audits are arranged for by the Sponsor, and prepares certain other reports required by law.

The Custodian has assumed only those obligations specifically imposed on it under the Custodian Agreement with the Sponsor. These obligations do not include the duties of investment ordinarily imposed upon a trustee. The Custodian has no responsibility for the choice of the underlying investment, for the investment policies and practices of the manager of the Fund or for the acts or omissions of the Sponsor.

The Custodian Agreement cannot be amended to adversely affect your rights and privileges without your written consent, nor may the Custodian resign unless a successor has been designated and has accepted the Custodianship. The successor must be a bank or trust company that has capital, surplus and undivided profits totaling at least $2,000,000. The Custodian may be changed without notice to you or your approval. The Custodian may terminate its obligation to accept new Plans for custodianship if the Sponsor fails to perform certain activities it is required to perform under the Custodian Agreement or if the Custodian terminates its custodianship on 90 days' notice after the third year of the term of the Custodian Agreement, or on 30 days' notice after the expiration of any further two-year period.

THE SPONSOR

Fidelity Distributors Corporation (Distributors or Sponsor), 82 Devonshire Street, Boston, Massachusetts 02109, is a Massachusetts corporation organized on July 18, 1960. It is a broker-dealer registered under the Securities Exchange Act of 1934 and a member of FINRA. The Sponsor's Directors and Executive Officers are listed below:

<R>Scott Couto, Director and President (2011 - present), is President of Fidelity Financial Advisor Solutions.</R>

<R>William F. Loehning, Executive Vice President (2003 - present), is Executive Vice President of Fidelity Financial Advisor Solutions.</R>

<R>Harris Komishane, Chief Financial Officer (2011 - present), is Senior Vice President, Chief Financial Officer of Fidelity Financial Advisor Solutions.</R>

Steven F. Schiffman, Treasurer (2010 - present), is Treasurer of FMR LLC.

<R>Charles M. Morgan, Assistant Treasurer (2011 - present) is Senior Vice President of FMR LLC.</R>

Susan Sturdy, Secretary (2010 - present), is Senior Vice President, Deputy General Counsel of FMR LLC.

Natalie Kavanaugh, Chief Legal Officer (2010 - present), is Vice President, Associate General Counsel of FMR LLC.

Peter D. Stahl, Assistant Secretary (2008 - present), is Vice President, Associate General Counsel of FMR LLC.

<R>Richard Siegelman, Chief Compliance Officer (2011 - present), is Senior Vice President of Fidelity Financial Advisor Solutions.</R>

Anthony Castella, Controller (2010 - present), is Vice President of FMR LLC.

<R> During the twelve months ended September 30, 2012, the officers of the Sponsor received no compensation from the Sponsor for their services to the Sponsor. All officers and employees of the Sponsor are currently covered by a broker's blanket bond in the amount of $100,000,000.</R>

The Sponsor is an affiliate of FMR, both of which are wholly-owned subsidiaries of FMR LLC. The Sponsor is principal underwriter for other Fidelity funds whose shares are offered for sale to the public and is sponsor for other unit investment trusts for accumulation of shares of certain other Fidelity funds. FMR is adviser to the funds in the Fidelity family of funds.

<R> The voting common shares of FMR LLC are divided into two series. Series B is held predominantly by members of the Edward C. Johnson 3d and Abigail P. Johnson family, directly or through trust and limited liability companies, and is entitled to 49% of the vote on any matter acted upon by the voting common shares. Series A is held predominantly by non-Johnson family member employees of FMR LLC and its affiliates and is entitled to 51% of the vote on any such matter. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B shares will be voted in accordance with the majority vote of Series B shares. Under the 1940 Act, control of a company is presumed where one individual or group of individuals owns more than 25% of the voting securities of that company. Therefore, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the 1940 Act, to form a controlling group with respect to FMR LLC.</R>

<R> Mr. Johnson is a member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR LLC, and also serves as Chairman and Director of FIL Limited. Previously, Mr. Johnson served as a Trustee and Chairman of the Board of certain Fidelity Trusts, Chairman and a Director of FMR, Chairman and a Director of FMR Co., Inc., and President of FMR LLC (2006 - 2007).</R>

<R> Ms. Abigail P. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Ms. Johnson serves as President of Fidelity Financial Services (2012 - present) and President of Personal, Workplace and Institutional Services (2005 - present). Ms. Johnson is Chairman and Director of FMR Co., Inc. (2011 - present), Chairman and Director of FMR (2011 - present), and the Vice Chairman and Director (2007 - present) of FMR LLC. Previously, Ms. Johnson served as President and a Director of FMR (2001 - 2005), a Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc., and FMR Co., Inc. (2001 - 2005), Senior Vice President of the Fidelity funds (2001 - 2005), and managed a number of Fidelity funds.</R>

ILLUSTRATIONS OF HYPOTHETICAL DESTINY PLANS

DESTINY PLANS II: O

ILLUSTRATION OF A HYPOTHETICAL 15 YEAR ($50 MONTHLY) PLAN

<R> The table below assumes an initial investment of $50 and subsequent investments of $50 per month in a Plan with income, dividends and capital gain distributions reinvested in additional shares. The illustration includes the effect of expenses paid by Class O. No adjustments have been made for any income taxes payable by investors on capital gain distributions and dividends reinvested. The table covers the period from October 1997 through September 2012, with all investments made at the end of each month.</R>

This period was one of widely fluctuating common stock prices. The results shown are based on historical performance and should not be considered a representation of the investment results you would obtain if you started a new Plan today. Your Plan does not assure a profit or protect against a loss. When you sell your shares they may be worth more or less than you paid for them.

Investment No.			Fiscal Year Ended		Cumulative Investments	Annual Sales Charges(A)	Net Investments	Annual Custodian Fees(A)(B)	Total Shares	Total Value of Plan(C)
1	-	12	Sept-98		$ 600.00	$ 300.00	$ 300.00	$ 13.20	19.945	$ 280.62
13	-	24	Sept-99		1,200.00	34.32	865.68	13.20	62.806	927.01
25	-	36	Sept-00		1,800.00	34.32	1,431.36	13.20	104.332	1,682.87
37	-	48	Sept-01		2,400.00	34.32	1,997.04	13.20	166.808	1,691.43
49	-	60	Sept-02		3,000.00	34.32	2,562.72	13.20	223.074	1,873.82
61	-	72	Sept-03		3,600.00	34.32	3,128.40	13.20	283.687	2,842.55
73	-	84	Sept-04		4,200.00	34.32	3,694.08	13.20	336.988	3,716.98
85	-	96	Sept-05		4,800.00	34.32	4,259.76	13.20	390.350	4,649.07
97	-	108	Sept-06		5,400.00	34.32	4,825.44	13.20	445.709	5,754.10
109	-	120	Sept-07		6,000.00	34.32	5,391.12	13.20	520.396	7,478.09
121	-	132	Sept-08		6,600.00	34.32	5,956.80	13.20	653.946	6,258.27
133	-	144	Sept-09		7,200.00	34.32	6,522.48	13.20	740.924	6,379.36
145	-	156	Sept-10		7,800.00	34.32	7,088.16	13.20	809.569	7,690.91
157	-	168	Sept-11		8,400.00	34.32	7,653.84	13.20	864.499	8,359.71
169	-	180	Sept-12		9,000.00	34.32	8,219.52	13.20	920.314	11,080.58
				TOTAL	$ 9,000.00	$ 780.48	$ 8,219.52	$ 198.00		$ 11,080.58

NOTES:

^(A) Under the terms of this Plan, out of the initial investment of $50, $25 is deducted as a sales charge from the initial investment and from each of the next 11 investments for an annual charge of $300. Additional deductions are $1.10 for Custodian Fees from each investment for an annual charge of $13.20. Deductions from the first 12 investments therefore total $313.20 or 52.20% of the first 12 monthly investments. If all of the 15 years' investments are made, total sales charges and Custodian Fees amount to 10.87% of the total agreed investments.

<R>^(B) Exclusive of a service charge, payable first against dividends and distributions and then, if necessary, against principal, to cover certain administrative expenses actually incurred. The amount of such charge will be determined annually by prorating the Plan's administrative costs over the total number of Plan accounts. In general, for the fiscal year ended September 30, 2012, the charge was $4.71 for Destiny Plans II: O per plan account established on or after December 30, 1985. See "Custodian Fees and Other Service Charges" on page 19.</R>

^(C) Total Value is determined by reference to the Fund's fiscal year-end NAV.

DESTINY PLANS II: O

ILLUSTRATION OF A HYPOTHETICAL 15 YEAR ($250 MONTHLY) PLAN

The table below assumes an initial investment of $250 and subsequent investments of $250 per month in a Plan with income, dividends and capital gain distributions reinvested in additional shares. The illustration includes the effect of expenses paid by Class O. No adjustments have been made for any income taxes payable by investors on capital gain distributions and dividends reinvested. The table covers the period from October 1997 through September 2012, with all investments made at the end of each month.

This period was one of widely fluctuating common stock prices. The results shown are based on historical performance and should not be considered a representation of the investment results you would obtain if you started a new Plan today. Your Plan does not assure a profit or protect against a loss. When you sell your shares they may be worth more or less than you paid for them.

Investment No.			Fiscal Year Ended		Cumulative Investments	Annual Sales Charges(A)	Net Investments	Annual Custodian Fees(A)(B)	Total Shares	Total Value of Plan(C)
1	-	12	Sept-98		$ 3,000.00	$ 1,500.00	$ 1,500.00	$ 18.00	103.061	$ 1,450.07
13	-	24	Sept-99		6,000.00	111.48	4,388.52	18.00	325.619	4,806.13
25	-	36	Sept-00		9,000.00	111.48	7,277.04	18.00	541.305	8,731.26
37	-	48	Sept-01		12,000.00	111.48	10,165.56	18.00	865.798	8,779.19
49	-	60	Sept-02		15,000.00	111.48	13,054.08	18.00	1,158.130	9,728.29
61	-	72	Sept-03		18,000.00	111.48	15,942.60	18.00	1,473.050	14,759.96
73	-	84	Sept-04		21,000.00	111.48	18,831.12	18.00	1,749.978	19,302.26
85	-	96	Sept-05		24,000.00	111.48	21,719.64	18.00	2,027.219	24,144.17
97	-	108	Sept-06		27,000.00	111.48	24,608.16	18.00	2,314.821	29,884.34
109	-	120	Sept-07		30,000.00	111.48	27,496.68	18.00	2,702.802	38,839.27
121	-	132	Sept-08		33,000.00	111.48	30,385.20	18.00	3,396.524	32,504.74
133	-	144	Sept-09		36,000.00	111.48	33,273.72	18.00	3,848.417	33,134.87
145	-	156	Sept-10		39,000.00	111.48	36,162.24	18.00	4,205.066	39,948.12
157	-	168	Sept-11		42,000.00	111.48	39,050.76	18.00	4,490.460	43,422.75
169	-	180	Sept-12		45,000.00	111.48	41,939.28	18.00	4,780.449	57,556.60
				TOTAL	$ 45,000.00	$ 3,060.72	$ 41,939.28	$ 270.00		$ 57,556.60

NOTES:

^(A) Under the terms of this Plan, out of the initial investment of $250, $125 is deducted as a sales charge from the initial investment and from each of the next 11 investments for an annual charge of $1,500. Additional deductions are $1.50 for Custodian Fees from each investment for an annual charge of $18.00. Deductions from the first 12 investments therefore total $1,518.00 or 50.60% of the first 12 monthly investments. If all of the 15 years' investments are made, total sales charges and Custodian Fees amount to 7.4% of the total agreed investments.

<R>^(B) Exclusive of a service charge, payable first against dividends and distributions and then, if necessary, against principal, to cover certain administrative expenses actually incurred. The amount of such charge will be determined annually by prorating the Plan's administrative costs over the total number of Plan accounts. In general, for the fiscal year ended September 30, 2012, the charge was $4.71 for Destiny Plans II: O per Plan account established on or after December 30, 1985. See "Custodian Fees and Other Service Charges" on page 19.</R>

<R>^(C) Total Value is determined by reference to the Fund's fiscal year-end NAV. </R>

DESTINY PLANS II: O

ILLUSTRATION OF A HYPOTHETICAL 10 YEAR ($50 MONTHLY) PLAN

The table below assumes an initial investment of $50 and subsequent investments of $50 per month in a Plan with income, dividends and capital gain distributions reinvested in additional shares. The illustration includes the effect of expenses paid by Class O. No adjustments have been made for any income taxes payable by investors on capital gain distributions and dividends reinvested. The table covers the period from October 2002 through September 2012, with all investments made at the end of each month.

This period was one of widely fluctuating common stock prices. The results shown are based on historical performance and should not be considered a representation of the investment results you would obtain if you started a new Plan today. Your Plan does not assure a profit or protect against a loss. When you sell your shares they may be worth more or less than you paid for them.

Investment No.			Fiscal Year Ended		Cumulative Investments	Annual Sales Charges(A)	Net Investments	Annual Custodian Fees(A)(B)	Total Shares	Total Value of Plan(C)
1	-	12	Sept-03		$ 600.00	$ 300.00	$ 300.00	$ 13.20	30.332	$ 303.93
13	-	24	Sept-04		1,200.00	21.60	878.40	13.20	82.890	914.27
25	-	36	Sept-05		1,800.00	21.60	1,456.80	13.20	133.770	1,593.19
37	-	48	Sept-06		2,400.00	21.60	2,035.20	13.20	183.421	2,367.97
49	-	60	Sept-07		3,000.00	21.60	2,613.60	13.20	239.922	3,447.68
61	-	72	Sept-08		3,600.00	21.60	3,192.00	13.20	328.464	3,143.40
73	-	84	Sept-09		4,200.00	21.60	3,770.40	13.20	412.659	3,552.99
85	-	96	Sept-10		4,800.00	21.60	4,349.80	13.20	479.845	4,558.53
97	-	108	Sept-11		5,400.00	21.60	4,927.20	13.20	534.203	5,165.74
109	-	120	Sept-12		6,000.00	21.60	5,505.60	13.20	588.864	7,089.93
				TOTAL	$ 6,000.00	$ 494.40	$ 5,505.60	$ 132.00		$ 7,089.93

NOTES:

^(A) Under the terms of this Plan, out of the initial investment of $50, $25 is deducted as a sales charge from the initial investment and from each of the next 11 investments for an annual charge of $300. Additional deductions are $1.10 for Custodian Fees from each investment for an annual charge of $13.20. Deductions from the first 12 investments therefore total $313.20 or 52.20% of the first 12 monthly investments. If all of the 10 years' investments are made, total sales charges and Custodian Fees amount to 10.44% of the total agreed investments.

<R>^(B) Exclusive of a service charge, payable first against dividends and distributions and then, if necessary, against principal, to cover certain administrative expenses actually incurred. The amount of such charge will be determined annually by prorating each Plan's administrative costs over the total number of Plan accounts. In general, for the fiscal year ended September 30, 2012, the charge was $4.71 for Destiny Plans II: O per Plan account established on or after December 30, 1985. See "Custodian Fees and Other Service Charges" on page 19.</R>

^(C) Total Value is determined by reference to the Fund's fiscal year-end NAV.

DESTINY PLANS II: O

ILLUSTRATION OF A HYPOTHETICAL 10 YEAR ($250 MONTHLY) PLAN

The table below assumes an initial investment of $250 and subsequent investments of $250 per month in a Plan with income, dividends and capital gain distributions reinvested in additional shares. The illustration includes the effect of expenses paid by Class O. No adjustments have been made for any income taxes payable by investors on capital gain distributions and dividends reinvested. The table covers the period from October 2002 through September 2012, with all investments made at the end of each month.

This period was one of widely fluctuating common stock prices. The results shown are based on historical performance and should not be considered a representation of the investment results you would obtain if you started a new Plan today. Your Plan does not assure a profit or protect against a loss. When you sell your shares they may be worth more or less than you paid for them.

Investment No.			Fiscal Year Ended		Cumulative Investments	Annual Sales Charges(A)	Net Investments	Annual Custodian Fees(A)(B)	Total Shares	Total Value of Plan(C)
1	-	12	Sept-03		$ 3,000.00	$ 1,500.00	$ 1,500.00	$ 18.00	156.738	$ 1,570.52
13	-	24	Sept-04		6,000.00	60.00	4,440.00	18.00	428.451	4,725.81
25	-	36	Sept-05		9,000.00	60.00	7,380.00	18.00	691.491	8,235.66
37	-	48	Sept-06		12,000.00	60.00	10,320.00	18.00	948.181	12,241.01
49	-	60	Sept-07		15,000.00	60.00	13,260.00	18.00	1,240.277	17,822.78
61	-	72	Sept-08		18,000.00	60.00	16,200.00	18.00	1,698.011	16,249.97
73	-	84	Sept-09		21,000.00	60.00	19,140.00	18.00	2,133.283	18,367.57
85	-	96	Sept-10		24,000.00	60.00	22,080.00	18.00	2,480.627	23,565.96
97	-	108	Sept-11		27,000.00	60.00	25,020.00	18.00	2,761.649	26,705.15
109	-	120	Sept-12		30,000.00	60.00	27,960.00	18.00	3,044.239	36,652.64
				TOTAL	$ 30,000.00	$ 2,040.00	$ 27,960.00	$ 180.00		$ 36,652.64

NOTES:

^(A) Under the terms of this Plan, out of the initial investment of $250, $125 is deducted as a sales charge from the initial investment and from each of the next 11 investments for an annual charge of $1,500. Additional deductions are $1.50 for Custodian Fees from each investment for an annual charge of $18.00. Deductions from the first 12 investments therefore total $1,518.00 or 50.6% of the first 12 monthly investments. If all of the 10 years' investments are made, total sales charges and Custodian Fees amount to 7.4% of the total agreed investments.

<R>^(B) Exclusive of a service charge, payable first against dividends and distributions and then, if necessary, against principal, to cover certain administrative expenses actually incurred. The amount of such charge will be determined annually by prorating each Plan's administrative costs over the total number of Plan accounts. In general, for the fiscal year ended September 30, 2012, the charge was $4.71 for Destiny Plans II: O per Plan account established on or after December 30, 1985. See "Custodian Fees and Other Service Charges" on page 19.</R>

^(C) Total Value is determined by reference to the Fund's fiscal year-end NAV.

GLOSSARY

Completed Plan: A Plan is complete once the Face Amount of the Plan has been invested.

Contractual Plan: A type of capital accumulation plan in which the investor makes a firm commitment to invest a specific amount of money in a fund during a specified time period.

Current Plan: A plan in which there are at least as many investments recorded as there are months elapsed since establishment of the plan. A Completed Plan that has not been redeemed is a Current Plan. Tax-advantaged retirement plans are Current Plans.

Dollar-Cost Averaging: A system of buying fixed dollar amounts of securities at regular intervals, regardless of the price of the shares. This method may result in an average cost that is lower than the average price at which the securities were purchased because an investment of a fixed dollar amount buys more shares when the share price is low and fewer shares when the share price is high.

Face Amount: The total dollar amount of investments needed to complete a particular plan. For example, a $300 per month, 15 year plan would have a Face Amount of $54,000.

Face Change: Increasing or decreasing the dollar amount needed to complete a particular plan is known as a Face Change.

Mutual Fund: An investment company that pools capital from shareholders and invests in stocks, bonds, options, or other securities. Mutual funds offer investors the advantages of diversification and professional management.

Rights of Accumulation: The right to reduce the Creation and Sales Charges paid on two or more Plans based on the total Face Amount of the Plans.

Systematic Investment Plan or Periodic Payment Plan: An investment program in which an investor invests a specified amount of money in a fund at regular intervals. A Contractual Plan is a special type of systematic investment plan.

Unit Investment Trust (UIT): An investment company that has its own portfolio of securities in which it invests. It sells interests in this portfolio in the form of redeemable securities. Unit investment trusts are organized under a trust indenture or custodian agreement, not a corporate charter.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Directors of Fidelity Distributors Corporation and Investors under Fidelity Systematic Investment Plans: Destiny Plans II: O:

<R>In our opinion, the accompanying statement of assets and liabilities and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Systematic Investment Plans: Destiny Plans II: O (the "Plan") at September 30, 2012, and the results of its operations and the changes in its net assets for each of the three years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at September 30, 2012 by correspondence with the transfer agent of the underlying Fund, provide a reasonable basis for our opinion.</R>

<R>PricewaterhouseCoopers LLP
Boston, Massachusetts
November 20, 2012</R>

Fidelity Systematic Investment Plans: Destiny Plans II: O
Financial Statements

Statement of Assets and Liabilities
September 30, 2012

Assets:
Securities of investment company:
193,307,505 Class O shares of Fidelity Advisor Capital Development Fund held for investors, valued at net asset value of $12.04 per share (Note 1) (average cost $2,207,438,658)		$ 2,327,422,364
Cash		48,186
Receivable for Class O Fidelity Advisor Capital Development Fund shares sold		575,707
Total assets		$ 2,328,046,257
Liabilities:
Payable for Class O Fidelity Advisor Capital Development Fund shares purchased	$ 10,577
Payable to planholders for Class O Fidelity Advisor Capital Development Fund shares sold	575,707
Payable to custodian, sponsor and broker/dealers (Note 3)	1,488,155
Total liabilities		2,074,439
Net Assets (Note 2) (equivalent to $12.03 per share)		$ 2,325,971,818

Statements of Operations

	Year Ended September 30, 2012	Year Ended September 30, 2011	Year Ended September 30, 2010
Investment Income:
Distributions received on Class O shares of Fidelity Advisor Capital Development Fund from net investment income	$ 13,683,213	$ 12,680,781	$ 24,709,122
Expenses (Note 3):
Account Fees	1,473,641	1,621,334	1,895,020
Annual Service Charge	433,112	465,282	572,812
Total expenses	1,906,753	2,086,616	2,467,832
Net investment income/(loss)	11,776,460	10,594,165	22,241,290
Realized and Unrealized Gain/(Loss) on Investments:
Complete and partial investment liquidations:
Proceeds received (Note 3)	340,657,090	538,879,340	1,188,099,217
Cost of Fidelity Advisor Capital Development Fund: O shares	(352,105,249)	(567,840,431)	(1,511,767,345)
Net realized gain/(loss) on investment liquidations	(11,448,159)	(28,961,091)	(323,668,128)
Net change in unrealized appreciation (depreciation)	504,982,102	122,112,059	601,034,008
Net realized and unrealized gain/(loss) on investments	493,533,943	93,150,968	277,365,880
Distributions received on Class O shares of Fidelity Advisor Capital Development Fund from net realized gains on investments	1,710,403	1,243,215	1,715,911
Net increase/(decrease) in net assets resulting from operations	$ 507,020,806	$ 104,988,348	$ 301,323,081

The accompanying notes are an integral part of the financial statements.

Destiny Plans II: O - Financial Statements - continued

Statements of Changes in Net Assets Invested in Class O Shares of Fidelity Advisor Capital Development Fund

	Year Ended September 30, 2012		Year Ended September 30, 2011		Year Ended September 30, 2010
	Amount	Shares	Amount	Shares	Amount	Shares
Net assets at beginning of period	$ 2,103,210,556	217,660,865	$ 2,458,059,778	258,933,789	$ 3,227,708,501	375,152,798
Additions during period:
From investor payments	57,338,645		80,184,375		119,025,538
Less: Creation and Sales Charges (Note 3)	(985,101)		(1,263,582)		(1,825,598)
Custodian Fees (Note 3)	(295,205)		(369,309)		(526,559)
Balance invested in Fidelity Advisor Capital Development Fund Class O shares	$56,058,339	5,155,462	78,551,484	7,230,469	116,673,381	12,987,880
Net investment income (loss)	11,776,460		10,594,165		22,241,290
Distributions received on Class O shares of Fidelity Advisor Capital Development Fund from net realized gains on investments	1,710,403		1,243,215		1,715,911
Less: Cash distributions to investors	(346,065)		(315,293)		(706,352)
Balance reinvested in Fidelity Advisor Capital Development Fund: Class O shares	13,140,798	1,325,587	11,522,087	1,138,092	23,250,849	2,727,465
Net realized gain/(loss) on investment liquidations	(11,448,159)		(28,961,091)		(323,668,128)
Net change in unrealized appreciation (depreciation)	504,982,102		122,112,059		601,034,008
Total	2,665,943,636	224,141,914	2,641,284,317	267,302,350	3,644,998,611	390,868,143
Deductions during period:
Redemptions and cancellations of Fidelity Advisor Capital Development Fund Class O shares paid to investors (Note 3)	(339,971,818)	(30,834,409)	(538,073,761)	(49,641,485)	(1,186,938,833)	(131,934,354)
Net assets at end of period	$ 2,325,971,818	193,307,505	$ 2,103,210,556	217,660,865	$ 2,458,059,778	258,933,789

Destiny Plans II: O - Financial Highlights

	Year ended September 30, 2012	Year ended September 30, 2011	Year ended September 30, 2010	Year ended September 30, 2009	Year Ended September 30, 2008
Selected Per-Share Data (Note 1)
Net asset value, beginning of period	$ 9.66	$ 9.49	$ 8.60	$ 9.56	$ 14.36
Income (loss) from Investment Operations:
Net investment income (loss)A	0.06	0.04	0.07	0.08	0.09
Net realized and unrealized gain (loss)	2.38	0.19	0.90	(0.94)	(2.87)
Total from investment operations	2.44	0.23	0.97	(0.86)	(2.78)
Less Distributions from:
Net investment income	(0.06)	(0.05)	(0.07)	(0.09)	(0.11)
Net realized gains	(0.01)	(0.01)	(0.01)	(0.01)	(1.91)
Total Distributions	(0.07)	(0.06)	(0.08)	(0.10)	(2.02)
Net asset value, end of period	$ 12.03	$ 9.66	$ 9.49	$ 8.60	$ 9.56
Total Return	25.40%	2.33%	11.19%	(8.80)%	(22.45)%
Ratios to Average Net Assets
ExpensesB	0.08%	0.08%	0.09%	0.11%	0.07%
Net investment income (loss)	0.52%	0.41%	0.81%	1.14%	0.78%

^ACalculated based on average shares outstanding during the period.

^BExpenses of the underlying Fund are not included in the Plan's expense ratio.

The accompanying notes are an integral part of the financial statements.

Notes to Financial Statements

1. Significant Accounting Policies: The Plan is a unit investment trust registered under the Investment Company Act of 1940, as amended, with the Securities and Exchange Commission, investing only in shares of Fidelity Advisor Capital Development Fund (the "Fund"). Accordingly, the financial statements of the Fund, not included in this report, should be read in conjunction with the Plan's financial statements. The semi-annual and annual financial statements of the Fund are distributed to Planholders. Destiny Plans II: O is for the accumulation of Class O shares of the Fund. Destiny Plans II: O was closed to new investors on December 15, 1999.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America for unit investment trusts which permit management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. These financial statements present an aggregate view of the individual Planholders' results of operations and financial position and accordingly, the reported net asset value per share and selected financial highlights may differ significantly from the Planholders' actual results due primarily to the timing of entry in the Plan and the varying face amounts of the Planholders' certificates. Events or transactions occurring after period end through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Plan:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Plan categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels shown below.

Level 1 - Quoted prices in active markets for identical investments

Level 2 - Other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - Unobservable inputs (including the Plan's own assumptions based on the best information available)

Valuation techniques used to value the Plan's investments by major category are as follows. Investments in the underlying Fund are valued at its closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

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

Federal Income Taxes. No provisions are made for federal income taxes. All income dividends and capital gain distributions received by Planholders are treated as if received directly from the underlying Fund. A Planholder will not realize any gain or loss upon withdrawal from the Plans when transferring to an account for direct ownership of the underlying Fund shares. Any liquidation by a Planholder of the Plan will be treated as if the underlying Fund shares were sold.

The Plan is subject to the provisions of ASC 740 Income Taxes. ASC 740 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. ASC 740 does not result in any unrecognized tax benefits in the accompanying financial statements.

Transaction Dates. Fund share transactions are recorded on the trade date. Dividend income and capital gain distributions are recorded on the ex-dividend date.

Cost Method. The investment in Class O shares of the Fund at cost is based on average cost.

Notes to Financial Statements - continued

2. Plan Assets

Destiny Plans II: O assets consisted of the following at September 30, 2012:

	Systematic Investment Plans
Net payments received from investors on outstanding Plans	$ 1,300,815,742
Deduct:
Creation and Sales Charges	(47,744,980)
Custodian Fees	(6,535,872)
Total deductions	(54,280,852)
Net payments invested in Class O shares of Fidelity Advisor Capital Development Fund	1,246,534,890
Add:
Distributions from net investment income reinvested	159,273,224
Distributions from realized gains reinvested	801,668,153
Deduct:
Unrealized appreciation/(depreciation) in Fidelity Advisor Capital Development Fund Class O shares held at September 30, 2012	119,983,706
Fees payable	(1,488,155)
Net assets	$ 2,325,971,818

3. Expenses, Deductions and Transactions with Affiliates:

Creation and Sales Charges and Custodian Fees

Fidelity Distributors Corporation, a wholly owned subsidiary of FMR LLC and sponsor of Fidelity Systematic Investment Plans, received Creation and Sales Charges from investments into the Plan. A portion of these sales charges were reallowed to financial intermediaries. Fidelity Distributors Corporation retained approximately $562,000, $718,000, and $1,036,000, as its portion of the Creation and Sales Charges on sales of Destiny Plans II: O during the years ended September 30, 2012, 2011, and 2010, respectively.

Creation and Sales Charges are also assessed on any changes in the face amount of a Plan. These Creation and Sales Charges may be paid by liquidating shares of the Plan and are included within the redemption proceeds reflected within the financial statements. For the years ended September 30, 2012, 2011, and 2010, the charges were $1,220, $0, and $4,689, for Destiny Plans II: O, respectively.

Under the terms of a Custodian Agreement, investments into the Plan are charged certain fees based upon the amount, nature and date that an account is established.

Annual Service Charge

The Custodian deducts an annual service charge from dividends and distributions, and if necessary, from principal as reimbursement for administrative expenses. The amount of such charge is determined by prorating the Plan's annual administrative costs over the total number of Plan accounts. For the years ended September 30, 2012, 2011, and 2010, the charge was $4.71, $4.63, and $5.08, respectively, for Destiny Plans II: O per Plan account established after December 30, 1985. Subsequent to December 30, 1985, this charge is subject to increases by the Sponsor, in the aggregate not to exceed increases in the Consumer Price Index. For Plans established prior to December 29, 1985 and after October 30, 1982, this service charge cannot exceed $10 per year. For Plans established prior to October 31, 1982, this charge cannot exceed $2 per year.

Account Fees

The Plan was charged additional account fees for certain services provided by the Custodian as described below. The Custodian deducts these fees from the Planholder's account. The fees may be paid out of principal from the proceeds of the sale of Fund shares in the Planholder's account. With respect to the Completed Plan Fee and the Inactive Account Fee, the fees are paid first from dividends and distributions.

Notes to Financial Statements - continued

Completed Plan and Inactive Account Fees: An annual fee of $12 is charged if Planholders completed their Plan but did not elect to hold Class O shares of the Fund directly or did not complete their Plan and the Plan is not current. For the years ended September 30, 2012, 2011, and 2010, account fees of $829,297, $883,416, and $928,960 were charged to planholders of Destiny Plans II: O, respectively.

Fidelity Destiny IRA Maintenance Fee: If a Planholder has a Fidelity Destiny IRA, the Planholder is charged an annual $10 maintenance fee. For the years ended September 30, 2012, 2011, and 2010, account fees of $644,344, $737,918, and $966,060 were charged to Planholders of Destiny Plans II: O, respectively.

Fund Transactions

As more fully described in the financial statements of the underlying Fund, affiliates of the sponsor earn fees for services provided to the Fund.

4. Other Matters

Effective October 27, 2006, the Military Personnel Financial Services Protection Act (the "Act") prohibits the issuance or sale of new periodic payment plans, such as the Destiny Plans. The Act does not alter, invalidate, or otherwise affect any rights or obligations, including rights of redemption, of existing Planholders.

The Plan does not invest in Fidelity Advisor Capital Development Fund for the purpose of exercising management or control; however, investments by the Plan within its principal investment strategies may represent a significant portion of Fidelity Advisor Capital Development Fund's net assets. For the year ended September 30, 2012, the Plan was the owner of record of 86% of the total net assets of Fidelity Advisor Capital Development Fund.

REPORT OF INDEPENDENT AUDITORS

To the Stockholder of Fidelity Distributors Corporation

In our opinion, the accompanying statement of financial condition presents fairly, in all material respects, the financial position of Fidelity Distributors Corporation (the "Company") in conformity with accounting principles generally accepted in the United States of America. This financial statement is the responsibility of the Company's management; our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit of this statement in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the statement of financial condition is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of financial condition, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit of the statement of financial condition provides a reasonable basis for our opinion.

<R>PricewaterhouseCoopers LLP
February 27, 2012</R>

FIDELITY DISTRIBUTORS CORPORATION

<R>STATEMENT OF FINANCIAL CONDITION
AS OF December 31, 2011
(Dollars in thousands, except share data)

ASSETS

Securities owned, at fair value	$ 122,448
Receivables:
Brokers and dealers	123,065
Mutual funds	207,772
<R> Total Receivables	330,837</R>
Deferred dealers concessions, net	25,612
Other assets	120
Total Assets	$ 479,017

LIABILITIES

Payables:
Brokers and dealers	$ 239,976
Mutual funds	123,049
Total Liabilities	363,025

COMMITMENTS AND CONTINGENCIES (Note D)

STOCKHOLDER'S EQUITY

Preferred stock, 5% non cumulative, $100 par value; authorized 5,000 shares; 4,750 shares issued and outstanding	475
Common stock, $1 par value; authorized 1,000,000 shares; 1,061 shares issued and outstanding	1
Additional paid-in capital	129,956
<R>Total Stockholder's Equity	130,432</R>
Less: Net Receivable from FMR	(14,440)
Total Stockholder's Equity, net	115,992
Total Liabilities and Stockholder's Equity	$ 479,017

The accompanying notes are an integral part of the statement of financial condition.

FIDELITY DISTRIBUTORS CORPORATION
DECEMBER 31, 2011

NOTES TO STATEMENT OF FINANCIAL CONDITION
(Dollars in thousands)

A. Organization:

<R>Fidelity Distributors Corporation (the "Company") is a registered broker-dealer with the Securities and Exchange Commission and a member of the Financial Industry Regulatory Authority. The Company is a wholly owned subsidiary of FMR LLC ("FMR"). The Company is the principal underwriter and distributor of the Fidelity mutual funds managed by Fidelity Management & Research Company ("FMR Co."), an affiliate and registered investment advisor under the Securities and Exchange Commission Investment Advisers Act of 1940. The Company is also the sponsor of the Fidelity Destiny plans.</R>

The Company generates substantially all of its revenue by providing services to FMR Co. Fees for such services are based on costs incurred plus a mark-up. The remainder of the Company's revenue is generated by mutual fund distribution fees from the Fidelity mutual funds. This revenue is asset based and, as a result, the Company's revenues may fluctuate based on the performance of financial markets.

B. Summary of Significant Accounting Policies:

Basis of Presentation and Use of Estimates

The preparation of the statement of financial condition in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. Actual results could differ from the estimates included in the statement of financial condition.

Cash

<R>For the purposes of reporting cash in the statement of financial condition, the Company defines cash as cash on hand, demand deposits, and time deposits with maturities less than 60 days. The Company's policy is to invest excess cash into money market funds which are classified as securities owned, at fair value, in the statement of financial condition.</R>

Receivables from and Payables to Brokers and Dealers and Mutual Funds

<R>Included in the receivables from brokers and dealers and mutual funds are mutual funds' purchase and redemption trades, measured at transaction value, that are unsettled at December 31, 2011. Also included in the receivables from mutual funds are distribution fees from Fidelity mutual funds.</R>

<R>Included in the payables to brokers and dealers and mutual funds are mutual funds' purchase and redemption trades, measured at transaction value, that are unsettled at December 31, 2011. Also included in the payables to brokers and dealers are payments due to third party intermediaries for distribution fees.</R>

Fair Value Measurements

<R>The Company categorizes the financial assets and liabilities carried at fair value in its statement of financial condition based upon a three-level valuation hierarchy. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable valuation inputs (Level 3). If the inputs used to measure a financial asset or liability cross different levels of the hierarchy, categorization is based on the lowest level input that is significant to the fair value measurement. Management's assessment of the significance of a particular input to the overall fair value measurement of a financial asset or liability requires judgment, and considers factors specific to the asset or liability. The three levels are described below:</R>

<R> Level 1 - Financial assets and liabilities whose values are based on unadjusted quoted prices for identical assets and liabilities in an active market.</R>

Level 2 - Financial assets and liabilities whose values are based on quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3 - Financial assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable in the market and significant to the overall fair value measurement. These inputs reflect management's judgment about the assumptions that a market participant would use in pricing the asset or liability, and are based on the best available information, some of which is internally developed.

FIDELITY DISTRIBUTORS CORPORATION
DECEMBER 31, 2011

NOTES TO STATEMENT OF FINANCIAL CONDITION (continued)
(Dollars in thousands)

B. Summary of Significant Accounting Policies, continued:

Deferred Dealers Concessions

<R>Deferred dealers concessions include sales commissions paid to financial intermediaries in connection with the sale of certain Fidelity mutual funds which are deferred and amortized on a straight-line basis, over periods generally ranging from one to five years. In the event that the underlying mutual fund shares to which the deferred sale charge unit relates are redeemed earlier than the estimated life, the unamortized balance is fully charged against income.</R>

Deferred dealers concessions of $25,612 are reported net of accumulated amortization of $104,754 as of December 31, 2011. The amount of deferred dealer's concessions was reviewed for impairment and no such impairment was noted at December 31, 2011.

Income Taxes

<R>The Company is allocated by FMR a portion of FMR's income tax provision as if it were filing tax returns on a separate company basis. Deferred income taxes are allocated to the Company by FMR LLC as a result of differences in the recognition of revenue and expense for tax and financial reporting purposes. At December 31, 2011, the Company's net deferred tax assets were $607 and are included in the net receivable from FMR. The primary source of temporary differences which comprise the net deferred tax asset is deferred compensation expense. FMR files state tax returns on a unitary/combined basis and the Company files certain state tax returns on a separate company basis.</R>

Recent Accounting Pronouncements

<R>Fair Value Measurements</R>

<R>In 2010, the Financial Accounting Standards Board (the "FASB") amended its standard on fair value measurements and disclosures to add new requirements for disclosures about significant transfers into and out of Levels 1 and 2 and gross presentation of activity within the Level 3 rollforward with separate disclosures about purchases, sales, issuances, and settlements. The amended standard also clarifies existing fair value disclosures about the level of disaggregation as well as inputs and valuation techniques used to measure fair value. The Company adopted this amended standard effective January 1, 2010, except for the gross presentation of the Level 3 rollforward, which the Company adopted effective January 1, 2011. Adoption of this amended standard did not have a material impact on the statement of financial condition.</R>

In May 2011, the FASB issued amended guidance regarding fair value measurements and disclosures. Although the amended guidance is largely consistent with existing fair value measurement principles under GAAP, some of the amendments could change how the fair value measurement guidance is applied. In addition, the existing disclosure requirements for fair value measurements have been expanded. The amended guidance is effective for the Company beginning January 1, 2012. The Company does not expect the adoption of this amended guidance to have a material impact on the statement of financial condition.

C. Securities Owned - at Fair Value:

Securities owned consist of shares held in a Fidelity money market mutual fund. Securities owned are measured at fair value on a recurring basis. The fair value of securities owned are determined using published net asset values, as applicable. At December 31, 2011, all of the Company's securities owned are measured at fair value and are classified as Level 1 within the fair value hierarchy. There were no transfers into or out of Level 1 of the fair value hierarchy during the year.

D. Commitments and Contingencies:

In the normal course of business, the Company enters into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Company's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Company or that have not yet occurred.

FIDELITY DISTRIBUTORS CORPORATION
DECEMBER 31, 2011

NOTES TO STATEMENT OF FINANCIAL CONDITION (continued)
(Dollars in thousands)

E. Stockholder's Equity:

During 2011, the Company declared and recorded non-cash dividends in the amount of $154,415 to FMR of which $2,336 was a return of additional paid-in capital. The total dividends recorded of $154,415 were settled via the intercompany account to FMR.

F. Income Taxes:

FMR is subject to flow-through tax treatment under Subchapter S of the Internal Revenue Code which generally allows taxable income, deductions and credits to flow directly to its shareholders but is subject to tax in certain state and international jurisdictions. The Company is also subject to taxation under the Subchapter S rules.

The Company files income tax returns both as part of the FMR U.S. federal and state income tax return filings as well as on a separate company basis. With limited exceptions, the FMR returns that include the Company's activity are no longer subject to federal tax examinations for years before 2006 or state and local examinations for years before 2003.

G. Net Capital Requirement:

The Company is subject to the Securities and Exchange Commission's Uniform Net Capital Rule 15c3-1 (the "Rule"). The Company has elected to utilize the alternate method permitted by the Rule which requires that minimum net capital, as defined, be the greater of $250 or 2% of aggregate debit items arising from customer transactions. At December 31, 2011, the Company had net capital of $58,705 of which $58,455 was in excess of its required net capital of $250.

H. Transactions with Affiliated Companies:

The Company is party to several arrangements with affiliated companies. Under the marketing and distribution services agreement, the Company charged FMR Co. for services provided to them during 2011 based on a cost or cost plus arrangement. In addition, the Company is charged for services provided by FMR and affiliated companies.

All intercompany transactions with FMR and affiliated companies are charged or credited through an intercompany account with FMR and may not be the same as those which would otherwise exist or result from agreements and transactions among unaffiliated third parties. The Company generally receives credit for the collection of its receivables and is charged for the settlement of its liabilities through its intercompany account with FMR. Under an agreement with FMR, the Company may offset assets and liabilities which will ultimately be settled by FMR on behalf of the Company against the Company's receivable from FMR. In accordance with the agreement, net liabilities of approximately $614 have been offset against the receivable from FMR.

I. Concentration of Credit Risk:

The Company is engaged in various mutual fund brokerage activities in which counterparties primarily include broker dealers and other financial institutions. In the event counterparties do not fulfill their obligations, the company may be exposed to risk.

J. Subsequent Events:

The Company has performed an evaluation of events that have occurred subsequent to December 31, 2011, and through February 27, 2012 (the date of the filing of this report). There have been no material subsequent events that occurred during such period that would require disclosure in this report or would be required to be recognized in the statement of financial condition as of December 31, 2011.

[This Page Intentionally Left Blank]

Fidelity^® Destiny^® Portfolios

Fidelity Advisor^® Capital Development Fund

Class/Ticker

O/FDETX

Shares of Class O of the fund are available to the general public only through the Fidelity Systematic Investment Plans: Destiny Plans II: O (Destiny Plan), a unit investment trust. Details of the Destiny Plan, including the Creation and Sales Charges and the Custodian Fees, are discussed in the prospectus for the Destiny Plan. On September 29, 2006, the President signed into law the Military Personnel Financial Services Protection Act (Act), which, among other things, prohibits the issuance or sale of new periodic payment plans, such as the Destiny Plan, effective October 27, 2006. The Act does not alter, invalidate, or otherwise affect any rights or obligations, including rights of redemption, of existing Planholders.

Prospectus

November 29, 2012

Contents

Fund Summary	(Click Here)	Fidelity Advisor® Capital Development Fund
Fund Basics	(Click Here)	Investment Details
	(Click Here)	Valuing Shares
Shareholder Information	(Click Here)	Additional Information about the Purchase and Sale of Shares
	(Click Here)	Exchanging Shares
	(Click Here)	Account Features and Policies
	(Click Here)	Dividends and Capital Gain Distributions
	(Click Here)	Tax Consequences
Fund Services	(Click Here)	Fund Management
	(Click Here)	Fund Distribution
Appendix	(Click Here)	Financial Highlights
	(Click Here)	Additional Information about the Index

Prospectus

Fund Summary

Fund/Class:
Fidelity Advisor^® Capital Development Fund/O

Investment Objective

The fund seeks capital growth.

Fee Table

The following table describes the fees and expenses that may be incurred when you buy, hold, or sell shares of the fund, but does not reflect the Destiny Plan Creation and Sales Charges and Custodian Fees.

Shareholder fees
(fees paid directly from your investment) None

Annual class operating expenses
(expenses that you pay each year as a % of the value of your investment)

Management fee	0.56%
Distribution and/or Service (12b-1) fees	None
Other expenses	0.05%
Total annual operating expenses	0.61%

This example helps compare the cost of investing in the fund with the cost of investing in other mutual funds.

Let's say, hypothetically, that the annual return for shares of the fund is 5% and that your shareholder fees and the annual operating expenses for shares of the fund are exactly as described in the fee table. This example illustrates the effect of fees and expenses, but is not meant to suggest actual or expected fees and expenses or returns, all of which may vary. For every $10,000 you invested, here's how much you would pay in total expenses if you sell all of your shares at the end of each time period indicated:

1 year	$ 62
3 years	$ 195
5 years	$ 340
10 years	$ 762

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual operating expenses or in the example, affect the fund's performance. During the most recent fiscal year, the fund's portfolio turnover rate was 43% of the average value of its portfolio.

Principal Investment Strategies

• Normally investing primarily in common stocks.
• Investing in domestic and foreign issuers.
• Investing in either "growth" stocks or "value" stocks or both.
• Using fundamental analysis of factors such as each issuer's financial condition and industry position, as well as market and economic conditions, to select investments.

Principal Investment Risks

• Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market can react differently to these developments.
• Foreign Exposure. Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market.
• Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than, and can perform differently from, the market as a whole.

An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. You could lose money by investing in the fund.

Performance

The following information is intended to help you understand the risks of investing in the fund. The information illustrates the changes in the performance of the fund's shares from year to year and compares the performance of the fund's shares to the performance of a securities market index over various periods of time. The index description appears in the Additional Information about the Index section of the prospectus. The information also illustrates the performance of the Destiny Plan. Returns for the fund do not include the effect of the Destiny Plan Creation and Sales Charges and Custodian Fees. Returns for the fund would be lower if the effect of the Destiny Plan Creation and Sales Charges and Custodian Fees were included. The returns for the Destiny Plan do include the effect of the Destiny Plan Creation and Sales Charges and Custodian Fees. Past performance (before and after taxes) is not an indication of future performance.

Prospectus

Fund Summary - continued

Visit www.advisor.fidelity.com for updated return information.

Year-by-Year Returns

Calendar Years	2002	2003	2004	2005	2006	2007	2008	2009	2010	2011
	-15.37%	20.23%	10.60%	2.37%	13.98%	15.34%	-43.26%	28.84%	20.21%	-4.01%

During the periods shown in the chart:	Returns	Quarter ended
<R>Highest Quarter Return	18.76%	September 30, 2009</R>
<R>Lowest Quarter Return	-25.83%	December 31, 2008</R>
<R>Year-to-Date Return	18.16%	September 30, 2012</R>

Average Annual Returns - Fund

After-tax returns are calculated using the historical highest individual federal marginal income tax rates, but do not reflect the impact of state or local taxes. Actual after-tax returns may differ depending on your individual circumstances. The after-tax returns shown are not relevant if you hold your shares in a retirement account or in another tax-deferred arrangement. Return After Taxes on Distributions and Sale of Fund Shares may be higher than other returns for the same period due to a tax benefit of realizing a capital loss upon the sale of fund shares.

For the periods ended December 31, 2011	Past 1 year	Past 5 years	Past 10 years
Class O
Return Before Taxes	-4.01%	-0.55%	2.48%
Return After Taxes on Distributions	-4.13%	-1.28%	1.83%
Return After Taxes on Distributions and Sale of Fund Shares	-2.49%	-0.62%	1.97%
S&P 500® Index (reflects no deduction for fees, expenses, or taxes)	2.11%	-0.25%	2.92%

Average Annual Returns - Plan

The returns in the following table include the effect of the Destiny Plan Creation and Sales Charges and Custodian Fees for a $50/month, 15 year Destiny Plan. The returns assume an initial $600 lump sum investment at the beginning of each period shown, with no subsequent Destiny Plan investments in that year. Because the returns assume yearly lump sum investments, they do not reflect what investors would have earned if they had made only regular monthly investments over the period.

For the periods ended December 31, 2011	Past 1 year	Past 5 years	Past 10 years	Past 15 years
Destiny Plans II: O	-54.12%	-4.14%	1.14%	4.20%

Investment Advisers

Fidelity Management & Research Company (FMR) is the fund's manager. FMR Co., Inc. (FMRC) and other investment advisers serve as sub-advisers for the fund.

Portfolio Manager(s)

Harlan Carere (portfolio manager) has managed the fund since November 2007.

Prospectus

Purchase and Sale of Shares

The fund has an agreement with Fidelity Distributors Corporation (FDC) under which the fund issues shares at net asset value per share (NAV) to State Street Bank and Trust Company (State Street) as Custodian for the Destiny Plan. Generally, State Street will hold all shares of the fund unless a Planholder elects to hold fund shares directly after completing, terminating, or partially redeeming the Destiny Plan. The terms of the offering of the Destiny Plan are contained in the Destiny Plan's prospectus. The fund will offer Class O shares to the general public only through the Destiny Plan. The fund also offers Class O shares to a particular retirement plan.

You may buy or sell Class O shares of the fund through a retirement account or sell Class O shares through an investment professional. You may buy or sell shares in various ways:

Phone To reach a Fidelity representative: Nationally (toll-free) 1-877-208-0098 In Alaska or Overseas (call collect) 1-617-330-3183
Mail
Redemptions:
Fidelity Investments P.O. Box 770002 Cincinnati, OH 45277-0081	Overnight Express: Fidelity Investments 100 Crosby Parkway Covington, KY 41015

The price to buy one share of Class O is its NAV. Your shares will be bought at the NAV next calculated after your order is received in proper form.

The following discussion relates only to those investors who hold shares of the fund directly. The price to sell one share of Class O is its NAV. Your shares will be sold at the NAV next calculated after your order is received in proper form.

The fund is open for business each day the New York Stock Exchange (NYSE) is open.

There is no purchase minimum for Class O shares.

Tax Information

Distributions you receive from the fund are subject to federal income tax and generally will be taxed as ordinary income or capital gains, and may also be subject to state or local taxes, unless you are investing through a tax-advantaged retirement account (in which case you may be taxed later, upon withdrawal of your investment from such account).

Payments to Broker-Dealers and Other Financial Intermediaries

The fund, FMR, FDC, and/or their affiliates may pay intermediaries, including banks, broker-dealers, or other service-providers (who may be affiliated with FMR or FDC), for the sale of fund shares and related services. These payments may create a conflict of interest by influencing your intermediary and your investment professional to recommend the fund over another investment. Ask your investment professional or visit your intermediary's web site for more information.

Prospectus

Fund Basics

Investment Details

Investment Objective

The fund seeks capital growth.

Principal Investment Strategies

FMR normally invests the fund's assets primarily in common stocks.

FMR may invest the fund's assets in securities of foreign issuers in addition to securities of domestic issuers.

FMR is not constrained by any particular investment style. At any given time, FMR may tend to buy "growth" stocks or "value" stocks, or a combination of both types. In buying and selling securities for the fund, FMR relies on fundamental analysis, which involves a bottom-up assessment of a company's potential for success in light of factors including its financial condition, earnings outlook, strategy, management, industry position, and economic and market conditions.

In addition to the principal investment strategies discussed above, FMR may lend the fund's securities to broker-dealers or other institutions to earn income for the fund.

FMR may also use various techniques, such as buying and selling futures contracts and exchange traded funds, to increase or decrease the fund's exposure to changing security prices or other factors that affect security values.

If FMR's strategies do not work as intended, the fund may not achieve its objective.

Description of Principal Security Types

Equity securities represent an ownership interest, or the right to acquire an ownership interest, in an issuer. Different types of equity securities provide different voting and dividend rights and priority in the event of the bankruptcy of the issuer. Equity securities include common stocks, preferred stocks, convertible securities, and warrants.

Principal Investment Risks

Many factors affect the fund's performance. The fund's share price changes daily based on changes in market conditions and interest rates and in response to other economic, political, or financial developments. The fund's reaction to these developments will be affected by the types of securities in which the fund invests, the financial condition, industry and economic sector, and geographic location of an issuer, and the fund's level of investment in the securities of that issuer. When you sell your shares they may be worth more or less than what you paid for them, which means that you could lose money by investing in the fund.

The following factors can significantly affect the fund's performance:

Stock Market Volatility. The value of equity securities fluctuates in response to issuer, political, market, and economic developments. Fluctuations can be dramatic over the short as well as long term, and different parts of the market and different types of equity securities can react differently to these developments. For example, large cap stocks can react differently from small cap stocks, and "growth" stocks can react differently from "value" stocks. Issuer, political, or economic developments can affect a single issuer, issuers within an industry or economic sector or geographic region, or the market as a whole. Changes in the financial condition of a single issuer can impact the market as a whole. Terrorism and related geo-political risks have led, and may in the future lead, to increased short-term market volatility and may have adverse long-term effects on world economies and markets generally.

Foreign Exposure. Foreign securities, foreign currencies, and securities issued by U.S. entities with substantial foreign operations can involve additional risks relating to political, economic, or regulatory conditions in foreign countries. These risks include fluctuations in foreign currencies; withholding or other taxes; trading, settlement, custodial, and other operational risks; and the less stringent investor protection and disclosure standards of some foreign markets. All of these factors can make foreign investments, especially those in emerging markets, more volatile and potentially less liquid than U.S. investments. In addition, foreign markets can perform differently from the U.S. market.

Global economies and financial markets are becoming increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely impact issuers or providers in, or foreign exchange rates with, a different country or region.

Issuer-Specific Changes. Changes in the financial condition of an issuer or counterparty, changes in specific economic or political conditions that affect a particular type of security or issuer, and changes in general economic or political conditions can increase the risk of default by an issuer or counterparty, which can affect a security's or instrument's value. The value of securities of smaller, less well-known issuers can be more volatile than that of larger issuers.

In response to market, economic, political, or other conditions, FMR may temporarily use a different investment strategy for defensive purposes. If FMR does so, different factors could affect the fund's performance and the fund may not achieve its investment objective.

Fundamental Investment Policies

The following policy is fundamental, that is, subject to change only by shareholder approval:

The fund seeks capital growth.

Valuing Shares

The fund is open for business each day the NYSE is open.

A class's NAV is the value of a single share. Fidelity normally calculates the class's NAV as of the close of business of the NYSE, normally 4:00 p.m. Eastern time. The fund's assets normally are valued as of this time for the purpose of computing the class's NAV.

NAV is not calculated and the fund will not process purchase and redemption requests submitted on days when the fund is not open for business. The time at which shares are priced and until which purchase and redemption orders are accepted may be changed as permitted by the Securities and Exchange Commission (SEC).

Prospectus

Fund Basics - continued

To the extent that the fund's assets are traded in other markets on days when the fund is not open for business, the value of the fund's assets may be affected on those days. In addition, trading in some of the fund's assets may not occur on days when the fund is open for business.

Shares of open-end funds in which the fund may invest (referred to as underlying funds) are valued at their respective NAVs. The fund's NAV is calculated using the values of any underlying funds in which it invests. Other assets (as well as assets held by an underlying Fidelity non-money market fund) are valued primarily on the basis of market quotations, official closing prices, or information furnished by a pricing service. Certain short-term securities are valued on the basis of amortized cost. If market quotations, official closing prices, or information furnished by a pricing service are not readily available or, in FMR's opinion, are deemed unreliable for a security, then that security will be fair valued in good faith by FMR in accordance with applicable fair value pricing policies. For example, if, in FMR's opinion, a security's value has been materially affected by events occurring before the fund's pricing time but after the close of the exchange or market on which the security is principally traded, then that security will be fair valued in good faith by FMR in accordance with applicable fair value pricing policies. Fair value pricing will be used for high yield debt securities when available pricing information is determined to be stale or for other reasons not to accurately reflect fair value. Assets held by an underlying Fidelity money market fund are valued on the basis of amortized cost.

Arbitrage opportunities may exist when trading in a portfolio security or securities is halted and does not resume before a fund calculates its NAV. These arbitrage opportunities may enable short-term traders to dilute the NAV of long-term investors. Securities trading in overseas markets present time zone arbitrage opportunities when events affecting portfolio security values occur after the close of the overseas markets but prior to the close of the U.S. market. Fair valuation of a fund's portfolio securities can serve to reduce arbitrage opportunities available to short-term traders, but there is no assurance that fair value pricing policies will prevent dilution of a fund's NAV by short-term traders.

Although the fund has policies regarding excessive trading, these too may not be effective to prevent short-term NAV arbitrage trading, particularly in regard to omnibus accounts.

Fair value pricing is based on subjective judgments and it is possible that the fair value of a security may differ materially from the value that would be realized if the security were sold.

Prospectus

Shareholder Information

Additional Information about the Purchase and Sale of Shares

General Information

You may buy or sell Class O shares of the fund through a retirement account or sell Class O shares through an investment professional. When you invest through a retirement account or an investment professional, the procedures for buying, selling, and exchanging Class O shares of the fund and the account features and policies may differ. Additional fees may also apply to your investment in Class O shares of the fund, including a transaction fee if you sell Class O shares of the fund through a broker or other investment professional.

Certain methods of contacting Fidelity, such as by telephone, may be unavailable or delayed (for example, during periods of unusual market activity).

Excessive Trading Policy

The fund may reject for any reason, or cancel as permitted or required by law, any purchase or exchange, including transactions deemed to represent excessive trading, at any time.

Excessive trading of fund shares can harm shareholders in various ways, including reducing the returns to long-term shareholders by increasing costs to the fund (such as brokerage commissions), disrupting portfolio management strategies, and diluting the value of the shares in cases in which fluctuations in markets are not fully priced into the fund's NAV.

The Board of Trustees has adopted policies designed to discourage excessive trading of fund shares. Excessive trading activity in the fund is measured by the number of roundtrip transactions in a shareholder's account and each class of a multiple class fund is treated separately. A roundtrip transaction occurs when a shareholder sells fund shares (including exchanges) within 30 days of the purchase date.

Shareholders with two or more roundtrip transactions in a single fund within a rolling 90-day period will be blocked from making additional purchases or exchange purchases of the fund for 85 days. Shareholders with four or more roundtrip transactions across all Fidelity funds within any rolling 12-month period will be blocked for at least 85 days from additional purchases or exchange purchases across all Fidelity funds. Any roundtrip within 12 months of the expiration of a multi-fund block will initiate another multi-fund block. Repeat offenders may be subject to long-term or permanent blocks on purchase or exchange purchase transactions in any account under the shareholder's control at any time. In addition to enforcing these roundtrip limitations, the fund may in its discretion restrict, reject, or cancel any purchases or exchanges that, in FMR's opinion, may be disruptive to the management of the fund or otherwise not be in the fund's interests.

Exceptions

Transactions initiated by Destiny Plans will not count toward the fund's roundtrip limits and are exempt from the fund's excessive trade monitoring policy.

The following transactions are exempt from the fund's excessive trading policy described above: (i) transactions of $1,000 or less, (ii) systematic withdrawal and/or contribution programs, (iii) mandatory retirement distributions, and (iv) transactions initiated by a plan sponsor or sponsors of certain employee benefit plans or other related accounts. In addition, the fund's excessive trading policy also does not apply to transactions initiated by the trustee or adviser to a donor-advised charitable gift fund, qualified fund of fund(s), or other strategy funds. A qualified fund of fund(s) is a mutual fund, qualified tuition program, or other strategy fund consisting of qualified plan assets that either applies the Fidelity fund's excessive trading policies to shareholders at the fund of fund(s) level, or demonstrates that the fund of fund(s) has an investment strategy coupled with policies designed to control frequent trading that are reasonably likely to be effective as determined by the Fidelity fund's Treasurer.

Omnibus Accounts

Omnibus accounts, in which shares are held in the name of an intermediary on behalf of multiple investors, are a common form of holding shares among retirement plans and financial intermediaries such as brokers, advisers, and third-party administrators. Individual trades in omnibus accounts are often not disclosed to the fund, making it difficult to determine whether a particular shareholder is engaging in excessive trading. Excessive trading in omnibus accounts is likely to go undetected by the fund and may increase costs to the fund and disrupt its portfolio management.

Under policies adopted by the Board of Trustees, intermediaries will be permitted to apply the fund's excessive trading policy (described above), or their own excessive trading policy if approved by FMR. In these cases, the fund will typically not request or receive individual account data but will rely on the intermediary to monitor trading activity in good faith in accordance with its or the fund's policies. Reliance on intermediaries increases the risk that excessive trading may go undetected. For other intermediaries, the fund will generally monitor trading activity at the omnibus account level to attempt to identify disruptive trades. The fund may request transaction information, as frequently as daily, from any intermediary at any time, and may apply the fund's policy to transactions that exceed thresholds established by the Board of Trustees. The fund may prohibit purchases of fund shares by an intermediary or by some or all of any intermediary's clients. There is no assurance that FMR will request data with sufficient frequency to detect or deter excessive trading in omnibus accounts effectively.

If you purchase or sell fund shares through a financial intermediary, you may wish to contact the intermediary to determine the policies applicable to your account.

Prospectus

Shareholder Information - continued

Retirement Plans

For employer-sponsored retirement plans, only participant directed exchanges count toward the roundtrip limits. Employer-sponsored retirement plan participants whose activity triggers a purchase or exchange block will be permitted one trade every calendar quarter. In the event of a block, employer and participant contributions and loan repayments by the participant may still be invested in the fund.

Qualified Wrap Programs

The fund will monitor aggregate trading activity of adviser transactions to attempt to identify excessive trading in qualified wrap programs, as defined below. Excessive trading by an adviser will lead to fund blocks and the wrap program will lose its qualified status. Adviser transactions will not be matched with client-directed transactions unless the wrap program ceases to be a qualified wrap program (but all client-directed transactions will be subject to the fund's excessive trading policy). A qualified wrap program is: (i) a program whose adviser certifies that it has investment discretion over $100 million or more in client assets invested in mutual funds at the time of the certification, (ii) a program in which the adviser directs transactions in the accounts participating in the program in concert with changes in a model portfolio, and (iii) managed by an adviser who agrees to give FMR sufficient information to permit FMR to identify the individual accounts in the wrap program.

Other Information about the Excessive Trading Policy

The fund reserves the right at any time to restrict purchases or exchanges or impose conditions that are more restrictive on excessive or disruptive trading than those stated in this prospectus. The fund's Treasurer is authorized to suspend the fund's policies during periods of severe market turbulence or national emergency. The fund reserves the right to modify its policies at any time without prior notice.

The fund does not knowingly accommodate frequent purchases and redemptions of fund shares by investors, except to the extent permitted by the policies described above.

As described in "Valuing Shares," the fund also uses fair value pricing to help reduce arbitrage opportunities available to short-term traders. There is no assurance that the fund's excessive trading policy will be effective, or will successfully detect or deter excessive or disruptive trading.

Buying Shares

The price to buy one share of Class O is its NAV. Class O shares are sold without a sales charge.

Your shares will be bought at the NAV next calculated after your order is received in proper form.

The fund has authorized certain intermediaries to accept orders to buy shares on its behalf. When authorized intermediaries receive an order in proper form, the order is considered as being placed with the fund, and shares will be bought at the NAV next calculated after the order is received by the authorized intermediary.

The fund may stop offering shares completely or may offer shares only on a limited basis, for a period of time or permanently.

Under applicable anti-money laundering regulations and other federal regulations, purchase orders may be suspended, restricted, or canceled and the monies may be withheld.

Selling Shares

The following discussion relates only to those investors who hold shares of the fund directly.

The price to sell one share of Class O is its NAV.

Your shares will be sold at the NAV next calculated after your order is received in proper form. Normally, redemptions will be processed by the next business day, but it may take up to seven days to pay the redemption proceeds if making immediate payment would adversely affect the fund.

It is the responsibility of your investment professional to transmit your order to sell shares to Fidelity before the close of business on the day you place your order.

The fund has authorized certain intermediaries to accept orders to sell shares on its behalf. When authorized intermediaries receive an order in proper form, the order is considered as being placed with the fund, and shares will be sold at the NAV next calculated after the order is received by the authorized intermediary.

A signature guarantee is designed to protect you and Fidelity from fraud. Fidelity may require that your request be made in writing and include a signature guarantee in certain circumstances, such as:

• When you wish to sell more than $100,000 worth of shares;
• When the address on your account (record address) has changed within the last 15 days or you are requesting that a check be mailed to an address different than the record address;
• When you are requesting that redemption proceeds be paid to someone other than the account owner; or
• In certain situations when the redemption proceeds are being transferred to a Fidelity account with a different registration.

You should be able to obtain a signature guarantee from a bank, broker-dealer, credit union (if authorized under state law), securities exchange or association, clearing agency, or savings association. A notary public cannot provide a signature guarantee.

When you place an order to sell shares, note the following:

• Redemption proceeds (other than exchanges) may be delayed until money from prior purchases sufficient to cover your redemption has been received and collected.
• Redemptions may be suspended or payment dates postponed when the NYSE is closed (other than weekends or holidays), when trading on the NYSE is restricted, or as permitted by the SEC.
• Redemption proceeds may be paid in securities or other property rather than in cash if FMR determines it is in the best interests of the fund.

Prospectus

• You will not receive interest on amounts represented by uncashed redemption checks.
• Under applicable anti-money laundering regulations and other federal regulations, redemption requests may be suspended, restricted, canceled, or processed and the proceeds may be withheld.

If you have certificates for your shares, you must submit them to Fidelity when you sell your shares. Call Fidelity for specific instructions. The fund currently does not issue share certificates.

Exchanging Shares

An exchange involves the redemption of all or a portion of the shares of one fund and the purchase of shares of another fund.

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

However, you should note the following policies and restrictions governing exchanges:

• The exchange limit may be modified for accounts held by certain institutional retirement plans to conform to plan exchange limits and Department of Labor regulations. See your retirement plan materials for further information.
• The fund may refuse any exchange purchase for any reason. For example, the fund may refuse exchange purchases by any person or group if, in FMR's judgment, the fund would be unable to invest the money effectively in accordance with its investment objective and policies, or would otherwise potentially be adversely affected.
• Before exchanging into a fund or class, read its prospectus.
• The fund or class you are exchanging into must be available for sale in your state.
• Exchanges may have tax consequences for you.
• If you are exchanging between accounts that are not registered in the same name, address, and taxpayer identification number (TIN), there may be additional requirements.
• Under applicable anti-money laundering regulations and other federal regulations, exchange requests may be suspended, restricted, canceled, or processed and the proceeds may be withheld.

The fund may terminate or modify exchange privileges in the future.

Other funds may have different exchange restrictions and minimums, and may impose redemption fees of up to 2.00% of the amount exchanged. Check each fund's prospectus for details.

Account Features and Policies

Features

The following shareholder services are applicable only to those investors who hold shares of the fund directly.

Wire: electronic money movement through the Federal Reserve wire system

• To transfer money between a bank account and your fund account.

Automatic Transactions: periodic (automatic) transactions

• To move money to Class A of a Fidelity fund that offers Advisor classes of shares.

• To set up periodic redemptions from your Class O account to you or to your bank checking account.

Policies

The following policies apply to you as a shareholder.

Statements that Fidelity sends to you include the following:

• Confirmation statements (after transactions affecting your fund balance except, to the extent applicable, reinvestment of distributions in the fund or another fund and certain transactions through automatic withdrawal programs).
• Monthly or quarterly account statements (detailing fund balances and all transactions completed during the prior month or quarter).

To reduce expenses, only one copy of most financial reports and prospectuses may be mailed, even if more than one person in a household holds shares of the fund. Call Fidelity at 1-877-208-0098 if you need additional copies of financial reports or prospectuses. If you do not want the mailing of these documents to be combined with those for other members of your household, call Fidelity at 1-877-208-0098.

You may initiate many transactions by telephone or electronically. Fidelity will not be responsible for any loss, cost, expense, or other liability resulting from unauthorized transactions if it follows reasonable security procedures designed to verify the identity of the investor. Fidelity will request personalized security codes or other information, and may also record calls. For transactions conducted through the Internet, Fidelity recommends the use of an Internet browser with 128-bit encryption. You should verify the accuracy of your confirmation statements upon receipt and notify Fidelity immediately of any discrepancies in your account activity. If you do not want the ability to sell and exchange by telephone, call Fidelity for instructions. Additional documentation may be required from corporations, associations, and certain fiduciaries.

When you sign your account application, you will be asked to certify that your social security or taxpayer identification number (TIN) is correct and that you are not subject to backup withholding for failing to report income to the IRS. If you violate IRS regulations, the IRS can require the fund to withhold an amount subject to the applicable backup withholding rate from your taxable distributions and redemptions.

Prospectus

Shareholder Information - continued

You may also be asked to provide additional information in order for Fidelity to verify your identity in accordance with requirements under anti-money laundering regulations. Accounts may be restricted and/or closed, and the monies withheld, pending verification of this information or as otherwise required under these and other federal regulations.

Fidelity may charge a fee for certain services, such as providing historical account documents.

Dividends and Capital Gain Distributions

The fund earns dividends, interest, and other income from its investments, and distributes this income (less expenses) to shareholders as dividends. The fund also realizes capital gains from its investments, and distributes these gains (less any losses) to shareholders as capital gain distributions.

The fund normally pays dividends and capital gain distributions in December.

Distribution Options

The following distribution options are applicable only to those investors who hold shares of the fund directly.

When you open an account, specify how you want to receive your distributions. The following distribution options are available for Class O:

1. Reinvestment Option. Your dividends and capital gain distributions will be automatically reinvested in additional Class O shares of the fund. If you do not indicate a choice, you will be assigned this option.

2. Income-Earned Option. Your capital gain distributions will be automatically reinvested in additional Class O shares of the fund. Your dividends will be paid in cash.

3. Cash Option. Your dividends and capital gain distributions will be paid in cash.

Not all distribution options are available for every account. If you want to change your current option, contact your investment professional directly or call Fidelity.

If you elect to receive distributions paid in cash by check and the U.S. Postal Service does not deliver your checks, your distribution option may be converted to the Reinvestment Option. You will not receive interest on amounts represented by uncashed distribution checks.

Tax Consequences

As with any investment, your investment in the fund could have tax consequences for you. If you are not investing through a tax-advantaged retirement account, you should consider these tax consequences.

Taxes on distributions. Distributions you receive from the fund are subject to federal income tax, and may also be subject to state or local taxes.

For federal tax purposes, certain of the fund's distributions, including dividends and distributions of short-term capital gains, are taxable to you as ordinary income, while certain of the fund's distributions, including distributions of long-term capital gains, are taxable to you generally as capital gains. A percentage of certain distributions of dividends may qualify for taxation at long-term capital gains rates (provided certain holding period requirements are met).

If you buy shares when a fund has realized but not yet distributed income or capital gains, you will be "buying a dividend" by paying the full price for the shares and then receiving a portion of the price back in the form of a taxable distribution.

Any taxable distributions you receive from the fund will normally be taxable to you when you receive them, regardless of your distribution option.

Taxes on transactions. Your redemptions, including exchanges, may result in a capital gain or loss for federal tax purposes. A capital gain or loss on your investment in the fund generally is the difference between the cost of your shares and the price you receive when you sell them.

Prospectus

Fund Services

Fund Management

The fund is a mutual fund, an investment that pools shareholders' money and invests it toward a specified goal.

FMR is the fund's manager. The address of FMR and its affiliates, unless otherwise indicated below, is 82 Devonshire Street, Boston, Massachusetts 02109.

As of December 31, 2011, FMR had approximately $1.0 billion in discretionary assets under management.

As the manager, FMR has overall responsibility for directing the fund's investments and handling its business affairs.

FMRC serves as a sub-adviser for the fund. FMRC has day-to-day responsibility for choosing investments for the fund.

FMRC is an affiliate of FMR. As of December 31, 2011, FMRC had approximately $606.9 billion in discretionary assets under management.

Other investment advisers assist FMR with foreign investments:

• Fidelity Management & Research (U.K.) Inc. (FMR U.K.), at 10 Paternoster Square, 4th Floor, London, EC4M 7LS, United Kingdom, serves as a sub-adviser for the fund. As of December 31, 2011, FMR U.K. had approximately $13.4 billion in discretionary assets under management. FMR U.K. may provide investment research and advice on issuers based outside the United States and may also provide investment advisory services for the fund. FMR U.K. is an affiliate of FMR.
• Fidelity Management & Research (Hong Kong) Limited (FMR H.K.), at Floor 19, 41 Connaught Road Central, Hong Kong, serves as a sub-adviser for the fund. As of December 31, 2011, FMR H.K. had approximately $7.1 billion in discretionary assets under management. FMR H.K. may provide investment research and advice on issuers based outside the United States and may also provide investment advisory services for the fund. FMR H.K. is an affiliate of FMR.
• Fidelity Management & Research (Japan) Inc. (FMR Japan), at Kamiyacho Prime Place, 1-17, Toranomon-4-Chome, Minato-ku, Tokyo, Japan, serves as a sub-adviser for the fund. FMR Japan was organized in 2008 to provide investment research and advice on issuers based outside the United States. FMR Japan may provide investment research and advice on issuers based outside the United States and may also provide investment advisory services for the fund. FMR Japan is an affiliate of FMR.

Harlan Carere is portfolio manager of the fund, which he has managed since November 2007. Since joining Fidelity Investments in 2000, Mr. Carere has worked as an analyst and a portfolio manager.

The statement of additional information (SAI) provides additional information about the compensation of, any other accounts managed by, and any fund shares held by Mr. Carere.

From time to time a manager, analyst, or other Fidelity employee may express views regarding a particular company, security, industry, or market sector. The views expressed by any such person are the views of only that individual as of the time expressed 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.

The fund pays a management fee to FMR. The management fee is calculated and paid to FMR every month. The fee is calculated by adding a group fee rate to an individual fund fee rate, dividing by twelve, and multiplying the result by the fund's average net assets throughout the month.

The group fee rate is based on the average net assets of all the mutual funds advised by FMR. This rate cannot rise above 0.52%, and it drops as total assets under management increase.

For September 2012, the group fee rate was 0.26%. The individual fund fee rate is 0.30%.

The total management fee for the fiscal year ended September 30, 2012, was 0.56% of the fund's average net assets. Because the fund's management fee rate may fluctuate, the fund's management fee may be higher or lower in the future.

FMR pays FMRC, FMR U.K., FMR H.K., and FMR Japan for providing sub-advisory services.

The basis for the Board of Trustees approving the management contract and sub-advisory agreements for the fund is available in the fund's annual report for the fiscal period ended September 30, 2012.

FMR may, from time to time, agree to reimburse a class for, or waive, management fees and other expenses above a specified limit. FMR retains the ability to be repaid by a class if expenses fall below the specified limit prior to the end of the fiscal year.

Reimbursement or waiver arrangements can decrease expenses and boost performance.

Fund Distribution

The fund is composed of multiple classes of shares. All classes of the fund have a common investment objective and investment portfolio.

FDC distributes Class O shares.

Intermediaries, including banks, broker-dealers, and other service-providers (who may be affiliated with FMR or FDC), may receive from FMR, FDC, and/or their affiliates compensation for their services intended to result in the sale of Class O shares. This compensation may take the form of payments for additional distribution-related activities and/or shareholder services and payments for educational seminars and training, including seminars sponsored by FMR or an affiliate, or by an intermediary. These payments are described in more detail in this section and in the SAI.

Prospectus

Please speak with your investment professional to learn more about any payments his or her firm may receive from FMR, FDC, and/or their affiliates, as well as fees and/or commissions the investment professional charges. You should also consult disclosures made by your investment professional at the time of purchase.

Class O has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 (1940 Act) that recognizes that FMR may use its management fee revenues, as well as its past profits or its resources from any other source, to pay FDC for expenses incurred in connection with providing services intended to result in the sale of Class O shares and/or shareholder support services. FMR, directly or through FDC, may pay significant amounts to intermediaries, such as banks, broker-dealers, and other service-providers, that provide those services. Currently, the Board of Trustees of the fund has authorized such payments for Class O.

If payments made by FMR to FDC or to intermediaries under the Distribution and Service Plan were considered to be paid out of Class O's assets on an ongoing basis, they might increase the cost of your investment and might cost you more than paying other types of sales charges.

No dealer, sales representative, or any other person has been authorized to give any information or to make any representations, other than those contained in this prospectus and in the related SAI, in connection with the offer contained in this prospectus. If given or made, such other information or representations must not be relied upon as having been authorized by the fund or FDC. This prospectus and the related SAI do not constitute an offer by the fund or by FDC to sell shares of the fund to or to buy shares of the fund from any person to whom it is unlawful to make such offer.

Prospectus

Appendix

Financial Highlights

The financial highlights table is intended to help you understand Class O's financial history for the past 5 years. Certain information reflects financial results for a single class share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the class (assuming reinvestment of all dividends and distributions). This information has been audited by Deloitte & Touche LLP, independent registered public accounting firm, whose report, along with the fund's financial highlights and financial statements, is included in the fund's annual report. A free copy of the annual report is available upon request.

Selected Per-Share Data and Ratios

Years ended September 30,	2012	2011	2010	2009	2008
Selected Per-Share Data
Net asset value, beginning of period	$ 9.67	$ 9.50	$ 8.61	$ 9.57	$ 14.37
Income from Investment Operations
Net investment income (loss) C	.12	.05	.04	.09	.08
Net realized and unrealized gain (loss)	2.32	.18	.93	(.95)	(2.86)
Total from investment operations	2.44	.23	.97	(.86)	(2.78)
Distributions from net investment income	(.06)	(.05)	(.07)	(.09)	(.11)
Distributions from net realized gain	(.01)	(.01)	(.01)	(.01)	(1.91)
Total distributions	(.07)	(.06)	(.08)	(.10) H	(2.02) G
Net asset value, end of period	$ 12.04	$ 9.67	$ 9.50	$ 8.61	$ 9.57
Total Return A, B	25.38%	2.33%	11.31%	(8.77)%	(22.45)%
Ratios to Average Net Assets D, F
Expenses before reductions	.61%	.61%	.61%	.61%	.59%
Expenses net of fee waivers, if any	.61%	.61%	.61%	.61%	.59%
Expenses net of all reductions	.60%	.59%	.60%	.60%	.58%
Net investment income (loss)	1.05%	.48%	.44%	1.33%	.64%
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,382,741	$ 2,150,649	$ 2,509,669	$ 3,278,390	$ 3,785,291
Portfolio turnover rate E	43%	118%	62%	152%	283%

^A Total returns do not include the effects of the separate sales charge and other fees assessed through Fidelity Systematic Investment Plans.

^B Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

^C Calculated based on average shares outstanding during the period.

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

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

^F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

^G Total distributions of $2.02 per share is comprised of distributions from net investment income of $.112 and distributions from net realized gain of $1.907 per share.

^H Total distributions of $.10 per share is comprised of distributions from net investment income of $.089 and distributions from net realized gain of $.006 per share.

Prospectus

Additional Information about the Index

S&P 500^® Index is a market capitalization-weighted index of 500 common stocks chosen for market size, liquidity, and industry group representation to represent U.S. equity performance.

Prospectus

Notes

IMPORTANT INFORMATION ABOUT OPENING A NEW ACCOUNT

To help the government fight the funding of terrorism and money laundering activities, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT ACT), requires all financial institutions to obtain, verify, and record information that identifies each person or entity that opens an account.

For individual investors opening an account: When you open an account, you will be asked for your name, address, date of birth, and other information that will allow Fidelity to identify you. You may also be asked to provide documents that may help to establish your identity, such as your driver's license.

For investors other than individuals: When you open an account, you will be asked for the name of the entity, its principal place of business and taxpayer identification number (TIN) and may be requested to provide information on persons with authority or control over the account such as name, residential address, date of birth and social security number. You may also be asked to provide documents, such as drivers' licenses, articles of incorporation, trust instruments or partnership agreements and other information that will help Fidelity identify the entity.

You can obtain additional information about the fund. A description of the fund's policies and procedures for disclosing its holdings is available in its SAI and on Fidelity's web sites. The SAI also includes more detailed information about the fund and its investments. The SAI is incorporated herein by reference (legally forms a part of the prospectus). The fund's annual and semi-annual reports also include additional information. The fund's annual report includes a discussion of the fund's holdings and recent market conditions and the fund's investment strategies that affected performance.

For a free copy of any of these documents or to request other information or ask questions about the fund, call Fidelity at 1-877-208-0098. In addition, you may visit Fidelity's web site at www.advisor.fidelity.com for a free copy of a prospectus, SAI, or annual or semi-annual report or to request other information.

The SAI, the fund's annual and semi-annual reports and other related materials are available from the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) Database on the SEC's web site (http://www.sec.gov). You can obtain copies of this information, after paying a duplicating fee, by sending a request by e-mail to publicinfo@sec.gov or by writing the Public Reference Section of the SEC, Washington, D.C. 20549-1520. You can also review and copy information about the fund, including the fund's SAI, at the SEC's Public Reference Room in Washington, D.C. Call 1-202-551-8090 for information on the operation of the SEC's Public Reference Room.

Investment Company Act of 1940, File Number, 811-01796

FDC is a member of the Securities Investor Protection Corporation (SIPC). You may obtain information about SIPC, including the SIPC brochure, by visiting www.sipc.org or calling SIPC at 202-371-8300.

Fidelity, Destiny, Fidelity Advisor, and Fidelity Investments & Pyramid Design are registered service marks of FMR LLC. © 2012 FMR LLC. All rights reserved.

The third-party marks appearing above are the marks of their respective owners.

1.792230.109 DESIIO-PRO-1112

Undertaking to File Reports

Subject to the terms and conditions of Section 15(d) of the Securities Exchange Act of 1934, as amended, the undersigned registrant undertakes to file with the Securities and Exchange Commission such supplementary and periodic information, documents, and reports as may be prescribed by any rule or regulation of the Commission heretofore or hereafter duly adopted pursuant to authority conferred in that section.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for the effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment No. 82 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Smithfield, and State of Rhode Island, as of the 29th day of November 2012.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

FIDELITY DISTRIBUTORS CORPORATION
By	/s/Scott Couto
	Scott Couto, President and Director

(Signature)	(Title)	(Date)
/s/Scott Couto	President and Director	November 29, 2012
Scott Couto
/s/Harris Komishane	Chief Financial Officer	November 29, 2012
Harris Komishane
/s/Anthony Castella	Controller	November 29, 2012
Anthony Castella

Consent of Independent Registered Public Accounting Firm

To the Directors of Fidelity Distributors Corporation and Investors under Fidelity Systematic Investment Plans: Destiny Plans I: O, Destiny Plans I: N, Destiny Plans II: O and Destiny Plans II: N:

We hereby consent to the incorporation by reference into the Prospectus in Post-Effective Amendment No. 82 to the Registration Statement File No. 2-34100 on Form S-6 of our reports dated November 20, 2012, relating to the financial statements of Fidelity Systematic Investment Plans: Destiny Plans I: O, Destiny Plans I: N, Destiny Plans II: O and Destiny Plans II: N, which appear in such Registration Statement.

/s/PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

November 20, 2012

Consent of Independent Auditors

We hereby consent to the use in Post-Effective Amendment No. 82 to the Registration Statement File No. 2-34100 on Form S-6 of Fidelity Systematic Investment Plans our report dated February 27, 2012 relating to the statement of financial condition of Fidelity Distributors Corporation as of December 31, 2011, which appears in such Registration Statement.

/s/PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

New York, New York

November 20, 2012

EXHIBITS

I. Exhibits required by Form N-8B-2

A. (1) (a) Custodian Agreement, as amended and restated, dated as of April 26, 1999, between Fidelity Distributors Corporation and State Street Bank and Trust Company is incorporated herein by reference to Exhibit A(1) of Post-Effective Amendment No. 67.

(b) Amendment No. 2 to the Custodian Agreement, dated April 2, 2007 is incorporated herein by reference to Exhibit A.(1)(b) of Post-Effective Amendment No. 77.

(c) Amendment No. 3 to the Custodian Agreement, dated November 19, 2009 is incorporated herein by reference to Exhibit A.(1)(c) of Post-Effective Amendment No. 80.

(2) Not applicable.

(3) (a) Not applicable.

(b) Fidelity Systematic Investment Plans (Destiny) Selling Dealer Agreement is incorporated herein by reference to Exhibit A(3)(b) of Post-Effective Amendment No. 67.

(c) Schedule B to Fidelity Systematic Investment Plans (Destiny) Selling Dealer Agreement is incorporated herein by reference to Exhibit A(3)(b) of Post-Effective Amendment No. 67.

(d) Amendment to Fidelity Systematic Investment Plans (Destiny) Selling Dealer Agreement is incorporated herein by reference to Exhibit A.(3)(d) of Post-Effective Amendment No. 76.

(4) None.

(5) Not applicable.

(6) Articles of Incorporation and By-laws of Fidelity Distributors Corporation are incorporated herein by reference to Exhibit A.(6)(a) and (b), respectively, of Post-Effective Amendment No. 69.

(7) (a) Not applicable.

(b) Not applicable.

(8) (a) Franchise Agreement dated as of March 30, 1999, between Fidelity Distributors Corporation and Fidelity Destiny Portfolios, on behalf of Destiny I, is incorporated herein by reference to Exhibit 1.A.(8)(a) of Post-Effective Amendment No. 68.

(b) Franchise Agreement dated as of March 30, 1999, between Fidelity Distributors Corporation and Fidelity Destiny Portfolios, on behalf of Destiny II, is incorporated herein by reference to Exhibit 1.A.(8)(b) of Post-Effective Amendment No. 68.

(9) None.

(10) Not applicable.

(11) Not applicable.

B. (1) Not applicable.

(2) None.

C. Not applicable.

II. Exhibits required by Form S-6

A. Opinion of Counsel as to the Legality of the Securities being Registered

LG912830.019