FIDELITY LIMITED TERM MUNICIPALS
485BPOS, 1994-02-17
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT (N. 2-57167)         
 
 
<TABLE>
<CAPTION>
<S>                                                                        <C>   <C>    
UNDER THE SECURITIES ACT OF 1933                                                 [  ]   
 
Pre-Effective Amendment No.                                                      [  ]   
                                                                                        
 
Post-Effective Amendment No.  43_                                                [x]    
 
</TABLE>
 
                                                    
 
and                                                 
 
                                                    
 
REGISTRATION STATEMENT UNDER THE INVESTMENT         
 
   COMPANY ACT OF 1940                         [x]   
 
            
 
 
<TABLE>
<CAPTION>
<S>                                                                                <C>   <C>    
Amendment No.                                                                            [  ]   
                                                                                                
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                                                               <C>   
                                                                                                        
 
                                                                                                        
 
                                                                                                        
 
Fidelity School Street Trust (formerly Fidelity Limited Term Municipals) ______________________         
 
(Exact Name of Registrant as Specified in Charter)                                                      
 
</TABLE>
 
82 Devonshire St., Boston, MA 
02109__________________________________________________
(Address Of Principal Executive Offices)   (Zip Code)   
 
Registrant's Telephone Number, Including Area Code: 
617-570-7000__________________________
 
Arthur S. Loring, Secretary
82 Devonshire Street
Boston, MA 
02109_________________________________________________________________
(Name and Address of Agent for Service)
It is proposed that this filing will become effective:
  [  ]  Immediately upon filing pursuant to paragraph (b) of Rule 485.
  [x]   On February 17, 1994 pursuant to paragraph (b) of Rule 485.
  [  ]  60 days after filing pursuant to paragraph (a) of Rule 485.
  [  ]  On (              ) pursuant to paragraph (a) of Rule 485.
Registrant has filed a declaration pursuant to Rule 24f-2 under the
Investment Company Act of 1940 and will file the notice required by such
Rule on or before February 28, 1994.
FIDELITY LIMITED TERM MUNICIPALS
FIDELITY HIGH YIELD TAX-FREE PORTFOLIO
FIDELITY AGGRESSIVE TAX-FREE PORTFOLIO
CROSS REFERENCE SHEET
FORM N-1A                          
 
ITEM NUMBER   PROSPECTUS SECTION   
 
 
<TABLE>
<CAPTION>
<S>    <C>    <C>                              <C>                                                   
1             ..............................   Cover Page                                            
 
2      a      ..............................   Expenses                                              
 
       b, c   ..............................   Contents; The Funds at a Glance; Who May Want         
                                               to Invest                                             
 
3      a      ..............................   Financial Highlights                                  
 
       b      ..............................   Financial Highlights                                  
 
       c, d   ..............................   Performance                                           
 
4      a      i.............................   Charter                                               
 
              ii...........................    The Funds at a Glance; Investment Principles;         
                                               Securities and Investment Practices                   
 
       b      ..............................   Securities and Investment Practices                   
 
       c      ..............................   Who May Want to Invest; Investment Principles;        
                                               Securities and Investment Practices                   
 
5      a      ..............................   Charter                                               
 
       b      i.............................   Doing Business with Fidelity; Charter                 
 
              ii...........................    Charter; Breakdown of Expenses                        
 
              iii..........................    Expenses; Breakdown of Expenses                       
 
       c, d   ..............................   Charter; Breakdown of Expenses; Cover Page;           
                                               FMR and Its Affiliates                                
 
       e      ..............................   FMR and its Affiliates                                
 
       f      ..............................   Expenses                                              
 
       g      ..............................   *                                                     
 
       h      ..............................   Performance                                           
 
5A            ..............................   Performance; Annual Reports                           
 
6      a      i.............................   Charter                                               
 
              ii...........................    How to Buy Shares; How to Sell Shares;                
                                               Transaction Details; Exchange Restrictions            
 
              iii..........................    *                                                     
 
       b      .............................    *                                                     
 
       c      ..............................   Exchange Restrictions                                 
 
       d      ..............................   *                                                     
 
       e      ..............................   Doing Business with Fidelity; How to Buy Shares;      
                                               How to Sell Shares; Investor Services                 
 
       f, g   ..............................   Dividends, Capital Gains, and Taxes                   
 
7      a      ..............................   Charter; Cover Page                                   
 
       b      ..............................   How to Buy Shares; Transaction Details                
 
       c      ..............................   *                                                     
 
       d      ..............................   How to Buy Shares                                     
 
       e      ..............................   *                                                     
 
       f      ..............................   Breakdown of Expenses                                 
 
8             ..............................   How to Sell Shares; Investor Services; Transaction    
                                               Details; Exchange Restrictions                        
 
9             ..............................   *                                                     
 
</TABLE>
 
* Not Applicable
 
CROSS REFERENCE SHEET  
(CONTINUED)
FIDELITY LIMITED TERM MUNICIPALS
FIDELITY HIGH YIELD TAX-FREE PORTFOLIO
FIDELITY AGGRESSIVE TAX-FREE PORTFOLIO
FORM N-1A                                                   
 
ITEM NUMBER   STATEMENT OF ADDITIONAL INFORMATION SECTION   
 
 
<TABLE>
<CAPTION>
<S>      <C>     <C>                            <C>                                                
10, 11           ............................   Cover Page                                         
 
12               ............................   *                                                  
 
13       a - c   ............................   Investment Policies and Limitations                
 
         d       ............................   *                                                  
 
14       a - c   ............................   Trustees and Officers                              
 
15       a, b    ............................   *                                                  
 
         c       ............................   Trustees and Officers                              
 
16       a i     ............................   FMR                                                
 
           ii    ............................   Trustees and Officers                              
 
          iii    ............................   Management Contracts                               
 
         b       ............................   Management Contracts                               
 
         c, d    ............................   Interest of FMR Affiliates                         
 
         e       ............................   *                                                  
 
         f       ............................   Distribution and Service Plans                     
 
         g       ............................   *                                                  
 
         h       ............................   Description of the Trusts                          
 
         i       ............................   Interest of FMR Affiliates                         
 
17       a       ............................   Portfolio Transactions                             
 
         b       ............................   *                                                  
 
         c       ............................   Portfolio Transactions                             
 
         d, e    ............................   *                                                  
 
18       a       ............................   Description of the Trusts                          
 
         b       ............................   *                                                  
 
19       a       ............................   Additional Purchase and Redemption Information     
 
         b       ............................   Additional Purchase and Redemption Information;    
                                                Valuation of Portfolio Securities                  
 
         c       ............................   *                                                  
 
20               ............................   Distributions and Taxes                            
 
21       a, b    ............................   Interest of FMR Affiliates                         
 
         c       ............................   *                                                  
 
22               ............................   Performance                                        
 
23               ............................   Financial Statements                               
 
</TABLE>
 
* Not Applicable
 
 
 
Please read this prospectus before investing, and keep it on file for
future reference. It contains important information, including how each
fund invests and the services available to shareholders.
A Statement of Additional Information dated February 17, 1994 has been
filed with the Securities and Exchange Commission, and is incorporated
herein by reference (is legally considered a part of this prospectus). The
Statement of Additional Information is available free upon request by
calling Fidelity at 1-800-544-8888.
Mutual fund shares are not deposits or obligations of, or endorsed or
guaranteed by, any bank,    savings association, insured depository
institution or government agency,     nor are they federally insured or
otherwise protected by the FDIC, the Federal Reserve Board, or any other
agency.    Investments in the funds involve investment risk, including
possible loss of principal. The value of the investment and its return will
fluctuate and are not guaranteed. When sold, the value of the investment
may be higher or lower than the amount originally invested.    
Each of these funds seeks a high level of current income exempt from
federal income tax.
FIDELITY'S
TAX-FREE BOND
FUNDS
FIDELITY LIMITED TERM
MUNICIPALS stresses preservation of capital by investing mainly in high-
and upper-medium-quality municipal obligations.
FIDELITY HIGH YIELD TAX-FREE PORTFOLIO focuses on long-term, medium-quality
bonds.
FIDELITY AGGRESSIVE TAX-FREE PORTFOLIO invests mainly in medium- and
lower-quality municipal bonds.
PROSPECTUS
FEBRUARY 17, 1994(FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET, BOSTON, MA
02109
LIKE ALL MUTUAL 
FUNDS, THESE 
SECURITIES HAVE NOT 
BEEN APPROVED OR 
DISAPPROVED BY THE 
SECURITIES AND 
EXCHANGE 
COMMISSION OR ANY 
STATE SECURITIES 
COMMISSION, NOR HAS 
THE SECURITIES AND 
EXCHANGE 
COMMISSION OR ANY 
STATE SECURITIES 
COMMISSION PASSED 
UPON THE  ACCURACY 
OR ADEQUACY OF THIS 
PROSPECTUS. ANY 
REPRESENTATION TO 
THE CONTRARY IS A 
CRIMINAL OFFENSE.
MUB-pro-294
CONTENTS
 
 
KEY FACTS                        THE FUNDS AT A GLANCE                 
 
                                 WHO MAY WANT TO INVEST                
 
EXPENSES AND PERFORMANCE         EXPENSES Each fund's yearly           
                                 operating expenses.                   
 
                                 FINANCIAL HIGHLIGHTS A summary        
                                 of each fund's financial data.        
 
                                 PERFORMANCE How each fund has         
                                 done over time.                       
 
YOUR ACCOUNT                     DOING BUSINESS WITH FIDELITY          
 
                                 TYPES OF ACCOUNTS Different           
                                 ways to set up your account.          
 
                                 HOW TO BUY SHARES Opening an          
                                 account and making additional         
                                 investments.                          
 
                                 HOW TO SELL SHARES Taking money       
                                 out and closing your account.         
 
                                 INVESTOR SERVICES  Services to        
                                 help you manage your account.         
 
                                 DIVIDENDS, CAPITAL GAINS, AND         
                                 TAXES                                 
 
SHAREHOLDER AND                  TRANSACTION DETAILS Share price       
ACCOUNT POLICIES                 calculations and the timing of        
                                 purchases and redemptions.            
 
                                 EXCHANGE RESTRICTIONS                 
 
THE FUNDS IN DETAIL              CHARTER How each fund is              
                                 organized.                            
 
                                 BREAKDOWN OF EXPENSES How             
                                 operating costs are calculated and    
                                 what they include.                    
 
                                 INVESTMENT PRINCIPLES Each            
                                 fund's overall approach to            
                                 investing.                            
 
                                 SECURITIES AND INVESTMENT             
                                 PRACTICES                             
 
<r>KEY FACTS</r>
 
 
THE FUNDS AT A GLANCE
MANAGEMENT: Fidelity Management & Research Company (FMR) is the
management arm of Fidelity Investments, which was established in 1946 and
is now America's largest mutual fund manager.
As with any mutual fund, there is no assurance that a fund will achieve its
goal.
LIMITED TERM MUNICIPALS
GOAL: High current income free from federal income tax with preservation of
capital.
STRATEGY: Invests only in investment-grade quality municipal bonds while
maintaining an average maturity of 12 years or less.
HIGH YIELD TAX-FREE
GOAL: High current income free from federal income tax.
STRATEGY: Invests mainly in long-term, medium-quality municipal bonds.
AGGRESSIVE TAX-FREE
GOAL: High current income free from federal income tax.
STRATEGY: Invests mainly in medium- and lower-quality municipal bonds,
normally with maturities over 20 years.
WHO MAY WANT TO INVEST
Any of the funds may be appropriate for investors in higher tax brackets
who seek high current income that is free from federal income tax. Each
fund's level of risk, and potential reward, depend on the quality and
maturity of its investments; lower-quality, longer-term investments
typically carry the most risk and the highest yield potential. You should
consider your tolerance for risk when making an investment decision.
THE SPECTRUM OF 
FIDELITY FUNDS 
Broad categories of Fidelity 
funds are presented here in 
order of ascending risk. 
Generally, investors seeking 
to maximize return must 
assume greater risk. The 
funds in this prospectus are 
in the INCOME category.
(bullet) MONEY MARKET Seeks 
income and stability by 
investing in high-quality, 
short-term investments.
(arrow) INCOME Seeks income by 
investing in bonds. 
(bullet) GROWTH AND INCOME 
Seeks long-term growth and 
income by investing in stocks 
and bonds.
(bullet) GROWTH Seeks long-term 
growth by investing mainly in 
stocks. 
(checkmark)
   By themselves, t    hese funds do not constitute a balanced investment
plan. The value of the funds' investments and the income they generate will
vary from day to day, generally reflecting changes in interest rates,
market conditions, and other political and economic news. When you sell
your shares, they may be worth more or less than what you paid for them.
<r>EXPENSES AND PERFORMANCE</r>
 
 
EXPENSES 
SHAREHOLDER TRANSACTION EXPENSES are charges you pay when you buy or sell
shares of a fund.
Maximum sales charge on purchases and 
reinvested dividends None
Deferred sales charge on 
redemptions None
Redemption fee
  for Limited Term Municipal   s     and High   
      Yield        Tax-Free None
  for Aggressive Tax-Free  (on shares held less
  than 180 days) 1%
Exchange fee None
ANNUAL FUND OPERATING EXPENSES are paid out of each fund's assets. Each
fund pays a management fee to FMR. It also incurs other expenses for
services such as maintaining shareholder records and furnishing shareholder
statements and fund reports. A fund's expenses are factored into its share
price or dividends and are not charged directly to shareholder accounts
(see page    25    ).
The following are projections based on historical expenses, and are
calculated as a percentage of average net assets.    The projected
management fee for Limited Term Municipals is adjusted to reflect the
fund's current lower management fee.    
LIMITED TERM MUNICIPALS
Management fee  .41%
12b-1 fee None
Other expenses   .16%
Total fund operating expenses .57%
HIGH YIELD TAX-FREE
Management fee .42%
12b-1 fee None
Other expenses       .14%
Total fund operating expenses .56%
AGGRESSIVE TAX-FREE
Management fee  .47%
12b-1 fee None
Other expenses       .17%
Total fund operating expenses .64%
EXAMPLES: Let's say, hypothetically, that each fund's annual return is 5%
and that its operating expenses are exactly as just described. For every
$1,000 you invested, here's how much you would pay in total expenses if you
close your account after the number of years indicated:
 After 1 After 3 After 5 After 10
 year years years years
Limited Term Muni $6 $18 $32 $71
High Yield Tax-Free $6 $18 $3   2     $7   1    
Aggressive Tax-Free $7 $20 $36 $80
These examples illustrate the effect of expenses, but are not meant to
suggest actual or expected costs or returns, all of which may vary.
FMR voluntarily agreed to temporarily limit Limited Term Municipals   '    
   management fee     to .10% of the fund's average net assets plus 5% of
the fund's gross income throughout the month during the reporting period.
If this agreement were not in effect, the management fee, other expenses,
and total operating expenses would have been .46%, .16%, and .62%,
respectively. 
FINANCIAL HIGHLIGHTS
The tables that follow have been audited by Coopers & Lybrand,
independent accountants. Their unqualified reports are included in each
fund's Annual Report. Each fund's Annual Report is incorporated by
reference into (is legally a part of) the Statement of Additional
Information.
LIMITED TERM MUNICIPAL   S    
 
 
 
<TABLE>
<CAPTION>
<S>                           
<C>           <C>           <C>           <C>           <C>           <C>           <C>           <C>           <C>           <C>   
1.Selected Per-Share 
Data and Ratios      
 
2.Years Ended                 
1984         1985         1986          1987          1988          1989          1990          1991          1992          1993   
December 31
 
3.Net asset value,            
$ 8.03       $ 8.15       $ 8.88       $ 9.58       $ 9.10       $ 9.23       $ 9.31       $ 9.27       $ 9.52       $ 9.60         
beginning of period           
0            0            0            0            0            0            0            0            0            0              
 
4.Income from                  
.641         .634         .615         .582         .600         .617         .615         .603         .573         .516          
Investment
Operations
 Net in   teres    t
income              
 
5. Net realized                
.120         .730         .700         (.480)       .130         .080         .010         .400         .180         .630          
and unrealized 
 gain (loss) on
investments    
 
6. Total from                  
.761         1.364        1.315        .102         .730         .697         .625         1.003        .753         1.146         
investment 
 operations   
 
7.Less                         
(.641)       (.634)       (.615)       (.582)       (.600)       (.617)       (.615)       (.603)       (.573)       (.516)         
Distributions 
 From net interest  
income 
 
8. From net                    
- --           --           --           --           --           --           (.050)       (.150)       (.100)       (.   220    )  
realized gain on 
 investments     
 
   9. In excess of net        
    --           --           --           --           --           --           --           --           --           (.020)     
   realized     
    gain on     
   investments     
 
10. Total                      
(.641)       (.634)       (.615)       (.582)       (.600)       (.617)       (.665)       (.753)       (.673)       (.756)        
distributions
 
11.Net asset                
$ 8.15       $ 8.88       $ 9.58       $ 9.10       $ 9.23       $ 9.31       $ 9.27       $ 9.52       $ 9.60       $ 9.99         
value, end of                 
0            0            0            0            0            0            0            0            0            0              
period
 
12.Total Return                
9.87         17.31        15.19        1.14         8.22         7.83         6.97         11.19        8.17         12.24         
                              
%            %            %            %            %            %            %            %            %            %              
 
13.Net assets, end            
$ 214        $316        $ 580        $ 459        $ 441        $ 442        $ 468        $ 696        $ 976        $ 1,19         
of period (In                                                                                                             9
millions)
 
14.Ratio of                    
.79%         .71%         .68%         .74%         .67%         .66%         .67%         .68%         .64%         .57%          
expenses to
average net assets
 
15.Ratio of                    
.79%         .71%         .68%         .74%         .67%         .68%         .67%         .68%         .64%         .57%          
expenses to 
average net assets
before expense    
reductions        
 
   16.Ratio of net            
    7.93         7.41         6.55         6.29         6.51         6.70         6.63         6.41         5.94         5.19       
   interest income           
   %            %            %            %            %            %            %            %            %            %           
   to average net      
   assets              
 
   17.Portfolio               
    152%         73%          30%          59%          30%          55%          72%          42%          50%          111%       
   turnover rate     
 
</TABLE>
 
HIGH YIELD TAX-FREE
 
<TABLE>
<CAPTION>
<S>                      <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>        <C>       <C>       
18.Selected Per-Share                                                                                                         
Data and Ratios                                                                                                               
 
19.Y   e    ars          1984      1985      1986      1987      1988      1989      1990      1991       1992      1993      
Ended   
                                                                                                                     
       November 30                                                                                                            
 
20.Net asset             $ 11.1    $ 11.0    $ 12.2    $ 13.7    $ 11.7    $ 12.2    $ 12.8    $ 12.6     $ 12.6    $ 12.7    
value,                   70        00        90        70        50        10        00        10         90        20        
beginning of                                                                                                                  
period                                                                                                                        
 
21.Income                 1.074     1.038     .999      .936      .901      .893      .857      .845       .811      .764     
from                                                                                                                          
Investment                                                                                                                    
Operations                                                                                                                    
 Net interest                                                                                                                 
income                                                                                                                        
 
22. Net                   (.170)    1.290     1.520     (1.500    .460      .600      .200      .310       .190      .700     
realized and                                           )                                                                      
 unrealized                                                                                                                   
gain (loss)                                                                                                                   
 on                                                                                                                           
investments                                                                                                                   
 
23. Total from            .904      2.328     2.519     (.564)    1.361     1.493     1.057     1.155      1.001     1.464    
investment                                                                                                                    
 operations                                                                                                                   
 
24.Less                   (1.074    (1.038    (.999)    (.936)    (.901)    (.893)    (.857)    (.845)     (.811)    (.764)   
Distributions            )         )                                                                                          
 From net                                                                                                                     
interest                                                                                                                      
 income                                                                                                                       
 
25. From net              -         -         (.040)    (.520)    -         (.010)    (.390)    (.230)     (.160)    (.190)   
realized gain                                                                                                                 
 on                                                                                                                           
investments                                                                                                                   
 
26. Total                 (1.074    (1.038    (1.039    (1.456    (.901)    (.903)    (1.247    (1.075     (.971)    (.954)   
distributions            )         )         )         )                             )         )                              
 
27.Net asset             $ 11.0    $ 12.2    $ 13.7    $ 11.7    $ 12.2    $ 12.8    $ 12.6    $ 12.6     $ 12.7    $ 13.2    
value,                   00        90        70        50        10        00        10        90         20        30        
end of period                                                                                                                 
 
28.Total Return           8.57%     22.01     21.21     (4.45)    11.93     12.60     8.91%     9.62%      8.21%     11.92    
                                   %         %         %         %         %                                        %         
 
29.Net assets,           $ 1,04    $ 1,66    $ 2,44    $ 1,61    $ 1,57    $ 1,73    $ 1,78    $ 1,99     $ 2,07    $ 2,12    
end of                   0         1         9         0         4         8         4            7       5         8         
period (In                                                                                                                    
millions)                                                                                                                     
 
30.Ratio of               .59%      .56%      .57%      .71%      .60%      .58%      .57%      .56%       .57%      .56%     
expenses to                                                                                                                   
average net                                                                                                                   
assets                                                                                                                        
 
31.Ratio of net           9.75%     8.83%     7.63%     7.38%     7.48%     7.10%     6.96%     6.72%      6.40%     5.85%    
interest income                                                                                                               
to average net                                                                                                                
assets                                                                                                                        
 
32.Portfolio              73%       57%       49%       80%       47%       71%       58%       44%        47%       53%      
turnover rate                                                                                                                 
 
</TABLE>
 
AGGRESSIVE TAX-FREE
 
 
 
<TABLE>
<CAPTION>
<S>                       
<C>             <C>             <C>             <C>             <C>             <C>             <C>             <C>             <C> 
33.Selected Per-Share                                                                                                               
Data and Ratios                                                                                                                
 
34.Years Ended            
1985   C        1986            1987            1988            1989            1990            1991            1992       1993
December 31                                                                                                                         
 
35.Net asset              
$ 10.00        $ 10.66        $ 11.56        $ 10.82         $ 11.33         $ 11.49         $ 11.43         $ 11.80    $ 11.88
value, beginning          
0               0               0               0               0               0               0               0               0   
of period                                                                                                                           
 
36.Income from             
.310            .933            .902            .894            .881            .886            .863            .834       .783
Investment                                                                                                                          
Operations                                                                                                                          
Net interest                                                                                                                        
income                                                                                                                              
 
37. Net realized           
.660            .900            (.740)          .510            .160            (.060)          .429            .208       .788
and unrealized                                                                                                                      
 gain (loss) on                                                                                                                     
investments                                                                                                                         
 
38. Total from             
.970           1.833          .162            1.404           1.041           .826            1.292           1.042           1.571 
investment                                                                                                                          
operations                                                                                                                          
 
39.Less                    
(.310)         (.933)         (.902)          (.894)          (.881)          (.886)          (.863)          (.834)    (.783)
Distributions                                                                                                                       
 From net interest                                                                                                                  
income                                                                                                                              
 
40. From net               
- -               -              -              -               -               -               (.060)          (.130)     (.340)
realized gain on                                                                                                                    
investments                                                                                                                         
 
41. Total                  
(.310)         (.933)         (.902)          (.894)          (.881)          (.886)          (.923)          (.964)     (1.123
distributions              
                                                                                                                               )    
 
42. Redemption             
- -               -               -               -               -               -               .001            .002       .002
fees added                                                                                                                          
to paid in capital                                                                                                                  
 
43.Net asset              
$ 10.66        $ 11.56        $ 10.82        $ 11.33         $ 11.49         $ 11.43         $ 11.80         $ 11.88   $ 12.33
value, end of             
0               0               0               0               0               0               0               0               0   
period                                                                                                                              
 
44.Total ReturnB           
9.84%          17.74           1.42%           13.40           9.50%           7.48%           11.77           9.17%      13.63
                            
              %                               %                                               %                               %     
 
45.Net assets, end        
$ 101          $ 394           $ 353           $ 456           $ 546           $ 551           $ 654           $ 762           $ 952
of period                                                                                                                           
(In millions)                                                                                                                       
 
46.Ratio of                
.60%A           .65%            .74%            .73%            .69%            .66%            .69%            .64%       .64%
expenses to                                                                                                                         
average net assets                                                                                                                  
 
47.Ratio of                
1.21%           .84%            .78%            .73%            .69%            .66%            .69%            .64%       .64%
expenses to               
A                                                                                                                                  
average net assets                                                                                                                  
before expense                                                                                                                      
reductions                                                                                                                          
 
   48.Ratio of net        
    10.17         8.17%         8.06%          7.98%          7.68%          7.79%          7.46%        7.01%         6.37%    
   interest income
          %A                                                                                                                        
   to average net                                                                                                                   
   assets                                                                                                                           
 
   49.Portfolio           
    4%A            17%            68%            46%            46%            46%            30%            43%          54%    
   turnover rate                                                                                                                    
 
</TABLE>
 
   A ANNUALIZED.    
   B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT
ANNUALIZED.    
   C FROM SEPTEMBER 13, 1985 (COMMENCEMENT OF OPERATIONS) TO DECEMBER 31,
1985.    
PERFORMANCE
Bond fund performance can be measured as TOTAL RETURN or YIELD. The total
returns and yields that follow are based on historical fund results.
High Yield Tax-Free's fiscal year runs from December 1 through November 30.
The fiscal year for Limited Term    Municipals     and Aggressive Tax-Free
runs from January 1 through December 31. The tables below show each fund's
performance over past fiscal years compared to a measure of inflation. The
charts on page    9     help you compare the yields of these funds to those
of their competitors. 
LIMITED TERM MUNICIPALS
Fiscal periods ended Past 1 Past 5 Past 10
December 31, 1993 year years years
Average annual
total return 12.24% 9.26% 9.73% 
Cumulative
total return 12.24% 55.69% 153.02%
Consumer Price
Index     2.75%        21.00%        43.93%    
HIGH YIELD TAX-FREE
Fiscal periods ended Past 1 Past 5 Past 10
November 30, 1993 year years years
Average annual
total return 11.92% 10.24% 10.83% 
Cumulative
total return 11.92% 62.80% 179.57%
Consumer Price
Index  2.68% 21.20% 44.07%
AGGRESSIVE TAX-FREE
Fiscal periods ended Past 1 Past 5 Life of
December 31, 1993 year years fund   A     
Average annual
total return 13.   63    % 10.   29    % 11.2   7    % 
Cumulative
total return 13.   63    % 63.   20    % 142.   75    %
Consumer Price
Index     2.75%        21.00%        35.00%    
   A      From September 13, 1985.
EXPLANATION OF TERMS 
UNDERSTANDING
PERFORMANCE
YIELD illustrates the income 
earned by a fund over a 
recent period. 30-day yields 
are usually used for bond 
funds. Yields change daily, 
reflecting changes in interest 
rates.
TOTAL RETURN reflects both the 
reinvestment of income and 
capital gain distributions and 
any change in a fund's share 
price.
(checkmark)
TOTAL RETURN is the change in value of an investment in a fund over a given
period, assuming reinvestment of any dividends and capital gains. A
CUMULATIVE TOTAL RETURN reflects actual performance over a stated period of
time. An AVERAGE ANNUAL TOTAL RETURN is a hypothetical rate of return that,
if achieved annually, would have produced the same cumulative total return
if performance had been constant over the entire period. Average annual
total returns smooth out variations in performance; they are not the same
as actual year-by-year results. 
YIELD refers to the income generated by an investment in a fund over a
given period of time, expressed as an annual percentage rate. A
TAX-EQUIVALENT YIELD shows what an investor would have to earn before taxes
to equal a tax-free yield. Yields are calculated according to a standard
that is required for all stock and bond funds. Because this differs from
other accounting methods, the quoted yield may not equal the income
actually paid to shareholders.
THE CONSUMER PRICE INDEX is a widely recognized measure of inflation
calculated by the U.S. government.
LIMITED TERM MUNICIPALS
30-day yields
Percent
age %
Row: 1, Col: 1, Value: 6.1
Row: 1, Col: 2, Value: 6.0
Row: 2, Col: 1, Value: 5.8
Row: 2, Col: 2, Value: 5.7
Row: 3, Col: 1, Value: 6.4
Row: 3, Col: 2, Value: 6.0
Row: 4, Col: 1, Value: 6.3
Row: 4, Col: 2, Value: 5.9
Row: 5, Col: 1, Value: 6.2
Row: 5, Col: 2, Value: 5.7
Row: 6, Col: 1, Value: 6.4
Row: 6, Col: 2, Value: 5.8
Row: 7, Col: 1, Value: 6.4
Row: 7, Col: 2, Value: 5.7
Row: 8, Col: 1, Value: 6.4
Row: 8, Col: 2, Value: 5.6
Row: 9, Col: 1, Value: 6.3
Row: 9, Col: 2, Value: 5.6
Row: 10, Col: 1, Value: 6.1
Row: 10, Col: 2, Value: 5.5
Row: 11, Col: 1, Value: 6.1
Row: 11, Col: 2, Value: 5.5
Row: 12, Col: 1, Value: 6.0
Row: 12, Col: 2, Value: 5.4
Row: 13, Col: 1, Value: 5.4
Row: 13, Col: 2, Value: 5.0
Row: 14, Col: 1, Value: 5.6
Row: 14, Col: 2, Value: 5.0
Row: 15, Col: 1, Value: 5.9
Row: 15, Col: 2, Value: 5.2
Row: 16, Col: 1, Value: 5.9
Row: 16, Col: 2, Value: 5.2
Row: 17, Col: 1, Value: 5.8
Row: 17, Col: 2, Value: 5.2
Row: 18, Col: 1, Value: 5.7
Row: 18, Col: 2, Value: 5.0
Row: 19, Col: 1, Value: 5.3
Row: 19, Col: 2, Value: 4.6
Row: 20, Col: 1, Value: 5.4
Row: 20, Col: 2, Value: 4.6
Row: 21, Col: 1, Value: 5.5
Row: 21, Col: 2, Value: 4.7
Row: 22, Col: 1, Value: 5.6
Row: 22, Col: 2, Value: 4.7
Row: 23, Col: 1, Value: 5.4
Row: 23, Col: 2, Value: 4.7
Row: 24, Col: 1, Value: 5.4
Row: 24, Col: 2, Value: 4.7
Row: 25, Col: 1, Value: 5.3
Row: 25, Col: 2, Value: 4.6
Row: 26, Col: 1, Value: 4.7
Row: 26, Col: 2, Value: 4.3
Row: 27, Col: 1, Value: 4.9
Row: 27, Col: 2, Value: 4.2
Row: 28, Col: 1, Value: 4.9
Row: 28, Col: 2, Value: 4.3
Row: 29, Col: 1, Value: 4.9
Row: 29, Col: 2, Value: 4.3
Row: 30, Col: 1, Value: 4.8
Row: 30, Col: 2, Value: 4.3
Row: 31, Col: 1, Value: 4.8
Row: 31, Col: 2, Value: 4.2
Row: 32, Col: 1, Value: 4.8
Row: 32, Col: 2, Value: 4.1
Row: 33, Col: 1, Value: 4.6
Row: 33, Col: 2, Value: 4.0
Row: 34, Col: 1, Value: 4.6
Row: 34, Col: 2, Value: 3.9
Row: 35, Col: 1, Value: nil
Row: 35, Col: 2, Value: nil
 Limited Term 
Municipals
 Competitive 
funds average
1992
1991
1993
   
HIGH YIELD TAX-FREE
30-day yields
Percent
age %
Row: 1, Col: 1, Value: 6.8
Row: 1, Col: 2, Value: 7.1
Row: 2, Col: 1, Value: 6.4
Row: 2, Col: 2, Value: 6.9
Row: 3, Col: 1, Value: 6.7
Row: 3, Col: 2, Value: 7.0
Row: 4, Col: 1, Value: 6.6
Row: 4, Col: 2, Value: 6.9
Row: 5, Col: 1, Value: 6.6
Row: 5, Col: 2, Value: 6.8
Row: 6, Col: 1, Value: 6.7
Row: 6, Col: 2, Value: 6.9
Row: 7, Col: 1, Value: 6.7
Row: 7, Col: 2, Value: 6.8
Row: 8, Col: 1, Value: 6.7
Row: 8, Col: 2, Value: 6.7
Row: 9, Col: 1, Value: 6.6
Row: 9, Col: 2, Value: 6.7
Row: 10, Col: 1, Value: 6.3
Row: 10, Col: 2, Value: 6.7
Row: 11, Col: 1, Value: 6.2
Row: 11, Col: 2, Value: 6.7
Row: 12, Col: 1, Value: 6.3
Row: 12, Col: 2, Value: 6.6
Row: 13, Col: 1, Value: 6.1
Row: 13, Col: 2, Value: 6.5
Row: 14, Col: 1, Value: 6.2
Row: 14, Col: 2, Value: 6.5
Row: 15, Col: 1, Value: 6.5
Row: 15, Col: 2, Value: 6.5
Row: 16, Col: 1, Value: 6.5
Row: 16, Col: 2, Value: 6.5
Row: 17, Col: 1, Value: 6.3
Row: 17, Col: 2, Value: 6.4
Row: 18, Col: 1, Value: 6.6
Row: 18, Col: 2, Value: 6.2
Row: 19, Col: 1, Value: 5.6
Row: 19, Col: 2, Value: 6.0
Row: 20, Col: 1, Value: 5.7
Row: 20, Col: 2, Value: 6.0
Row: 21, Col: 1, Value: 5.7
Row: 21, Col: 2, Value: 6.1
Row: 22, Col: 1, Value: 6.1
Row: 22, Col: 2, Value: 6.2
Row: 23, Col: 1, Value: 5.9
Row: 23, Col: 2, Value: 6.1
Row: 24, Col: 1, Value: 6.0
Row: 24, Col: 2, Value: 6.0
Row: 25, Col: 1, Value: 5.8
Row: 25, Col: 2, Value: 5.9
Row: 26, Col: 1, Value: 5.3
Row: 26, Col: 2, Value: 5.6
Row: 27, Col: 1, Value: 5.4
Row: 27, Col: 2, Value: 5.5
Row: 28, Col: 1, Value: 5.4
Row: 28, Col: 2, Value: 5.5
Row: 29, Col: 1, Value: 5.5
Row: 29, Col: 2, Value: 5.2
Row: 30, Col: 1, Value: 5.3
Row: 30, Col: 2, Value: 5.0
Row: 31, Col: 1, Value: 5.4
Row: 31, Col: 2, Value: 5.4
Row: 32, Col: 1, Value: 5.3
Row: 32, Col: 2, Value: 5.3
Row: 33, Col: 1, Value: 5.1
Row: 33, Col: 2, Value: 5.2
Row: 34, Col: 1, Value: 5.1
Row: 34, Col: 2, Value: 5.1
Row: 35, Col: 1, Value: nil
Row: 35, Col: 2, Value: nil
 High Yield 
Tax-Free
 Competitive 
 
funds 
average
1992
1991
1993
   
AGGRESSIVE TAX-FREE
30-day yields
Percent
age %
Row: 1, Col: 1, Value: 7.6
Row: 1, Col: 2, Value: 7.1
Row: 2, Col: 1, Value: 7.4
Row: 2, Col: 2, Value: 6.9
Row: 3, Col: 1, Value: 7.7
Row: 3, Col: 2, Value: 7.0
Row: 4, Col: 1, Value: 7.6
Row: 4, Col: 2, Value: 6.9
Row: 5, Col: 1, Value: 7.3
Row: 5, Col: 2, Value: 6.8
Row: 6, Col: 1, Value: 7.5
Row: 6, Col: 2, Value: 6.9
Row: 7, Col: 1, Value: 7.3
Row: 7, Col: 2, Value: 6.8
Row: 8, Col: 1, Value: 7.3
Row: 8, Col: 2, Value: 6.7
Row: 9, Col: 1, Value: 7.3
Row: 9, Col: 2, Value: 6.7
Row: 10, Col: 1, Value: 7.1
Row: 10, Col: 2, Value: 6.7
Row: 11, Col: 1, Value: 7.1
Row: 11, Col: 2, Value: 6.7
Row: 12, Col: 1, Value: 7.1
Row: 12, Col: 2, Value: 6.6
Row: 13, Col: 1, Value: 6.9
Row: 13, Col: 2, Value: 6.5
Row: 14, Col: 1, Value: 6.9
Row: 14, Col: 2, Value: 6.5
Row: 15, Col: 1, Value: 7.1
Row: 15, Col: 2, Value: 6.5
Row: 16, Col: 1, Value: 7.0
Row: 16, Col: 2, Value: 6.5
Row: 17, Col: 1, Value: 6.8
Row: 17, Col: 2, Value: 6.4
Row: 18, Col: 1, Value: 6.5
Row: 18, Col: 2, Value: 6.2
Row: 19, Col: 1, Value: 6.3
Row: 19, Col: 2, Value: 6.0
Row: 20, Col: 1, Value: 6.3
Row: 20, Col: 2, Value: 6.0
Row: 21, Col: 1, Value: 6.4
Row: 21, Col: 2, Value: 6.1
Row: 22, Col: 1, Value: 6.7
Row: 22, Col: 2, Value: 6.2
Row: 23, Col: 1, Value: 6.5
Row: 23, Col: 2, Value: 6.1
Row: 24, Col: 1, Value: 6.5
Row: 24, Col: 2, Value: 6.0
Row: 25, Col: 1, Value: 6.4
Row: 25, Col: 2, Value: 5.9
Row: 26, Col: 1, Value: 5.9
Row: 26, Col: 2, Value: 5.6
Row: 27, Col: 1, Value: 5.9
Row: 27, Col: 2, Value: 5.5
Row: 28, Col: 1, Value: 6.1
Row: 28, Col: 2, Value: 5.5
Row: 29, Col: 1, Value: 6.0
Row: 29, Col: 2, Value: 5.5
Row: 30, Col: 1, Value: 5.8
Row: 30, Col: 2, Value: 5.3
Row: 31, Col: 1, Value: 5.9
Row: 31, Col: 2, Value: 5.4
Row: 32, Col: 1, Value: 5.7
Row: 32, Col: 2, Value: 5.3
Row: 33, Col: 1, Value: 5.6
Row: 33, Col: 2, Value: 5.2
Row: 34, Col: 1, Value: 5.5
Row: 34, Col: 2, Value: 5.1
Row: 35, Col: 1, Value: nil
Row: 35, Col: 2, Value: nil
 Aggressive 
Tax-Free
 Competitive 
 
funds 
average
1992
1991
1993
   THE CHARTS SHOW THE 30-DAY ANNUALIZED NET YIELDS FOR THE FUNDS AND THEIR
    
   COMPETITIVE FUNDS AVERAGES AS OF THE LAST DAY OF EACH MONTH FROM JANUARY
    
   1991 THROUGH NOVEMBER 1993.    
THE COMPETITIVE FUNDS AVERAGES, which assume reinvestment of distributions,
are published by Lipper Analytical Services, Inc. Limited Term Municipals
compares its performance to the Lipper Intermediate Municipal Debt Funds
Average   ,     and High Yield Tax-Free and Aggressive Tax-Free compare
their performance to the Lipper High Yield Municipal Bond Funds Average.
These averages currently reflect the performance of over 60 and 25 mutual
funds with similar objectives, respectively. 
The funds' recent strategies, performance, and holdings are detailed twice
a year in financial reports, which are sent to all shareholders. For
current performance or a free annual report, call 1-800-544-8888.
TOTAL RETURNS AND YIELDS ARE BASED ON PAST RESULTS AND ARE NOT AN
INDICATION OF FUTURE PERFORMANCE.
<r>YOUR ACCOUNT</r>
 
 
DOING BUSINESS WITH FIDELITY
Fidelity Investments was established in 1946 to manage one of America's
first mutual funds. Today, Fidelity is the largest mutual fund company in
the country, and is known as an innovative provider of high-quality
financial services to individuals and institutions.
In addition to its mutual fund business, the company operates one of
America's leading discount brokerage firms, Fidelity Brokerage Services,
Inc. (FBSI). Fidelity is also a leader in providing tax-sheltered
retirement plans for individuals investing on their own or through their
employer.
Fidelity is committed to providing investors with practical information to
make investment decisions. Based in Boston, Fidelity provides customers
with complete service 24 hours a day, 365 days a year, through a network of
telephone service centers around the country. 
To reach Fidelity for general information, call these numbers:
(bullet)  For mutual funds, 1-800-544-8888
(bullet)  For brokerage, 1-800-544-7272
If you would prefer to speak with a representative in person, Fidelity has
over    75     walk-in Investor Centers    across the country    .
TYPES OF ACCOUNTS
You may set up an account directly in a fund or, if you own or intend to
purchase individual securities as part of your total investment portfolio,
you may consider investing in a fund through a brokerage account.
If you are investing through FBSI or another financial institution or
investment professional, refer to its program materials for any special
provisions regarding your investment in the fund.
The different ways to set up (register) your account with Fidelity are
listed    below.    
WAYS TO SET UP YOUR ACCOUNT
INDIVIDUAL OR JOINT TENAN   T    
FOR YOUR GENERAL INVESTMENT NEEDS 
Individual accounts are owned by one person. Joint accounts can have two or
more owners (tenants).
GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA) 
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS 
These custodial accounts provide a way to give money to a child and obtain
tax benefits. An individual can give up to $10,000 a year per child without
paying federal gift tax. Depending on state laws, you can set up a
custodial account under the Uniform Gifts to Minors Act (UGMA) or the
Uniform Transfers to Minors Act (UTMA).
TRUST 
FOR MONEY BEING INVESTED BY A TRUST 
The trust must be established before an account can be opened.
BUSINESS OR ORGANIZATION 
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS, OR OTHER
GROUPS
Requires a special application.
HOW TO BUY SHARES
EACH FUND'S SHARE PRICE, called net asset value (NAV), is calculated every
business day. Each fund's shares are sold without a sales charge.
Shares are purchased at the next share price calculated after your
investment is received and accepted. Share price is normally calculated at
4 p.m. Eastern time.
IF YOU ARE NEW TO FIDELITY, complete and sign an account application and
mail it along with your check. You may also open your account in person or
by wire as described on page . If there is no application accompanying this
prospectus, call 1-800-544-8888.
IF YOU ALREADY HAVE MONEY INVESTED IN A FIDELITY FUND, you can:
(bullet)  Mail in an application with a check, or
(bullet)  Open your account by exchanging from another Fidelity fund.
If you buy shares by check or Fidelity Money Line(Registered trademark),
and then sell those shares by any method other than by exchange to another
Fidelity fund, the payment may be delayed for up to seven    business
    days to ensure that your previous investment has cleared.
MINIMUM INVESTMENTS 
TO OPEN AN ACCOUNT  $2,500
TO ADD TO AN ACCOUNT  $250
Through automatic investment plans $100
MINIMUM BALANCE $1,000
 
<TABLE>
<CAPTION>
<S>                                   <C>                                <C>                                
                                      TO OPEN AN ACCOUNT                 TO ADD TO AN ACCOUNT               
 
Phone 1-800-544-777 (phone_graphic)   (bullet)  Exchange from another    (bullet)  Exchange from another    
                                      Fidelity fund account              Fidelity fund account              
                                      with the same                      with the same                      
                                      registration, including            registration, including            
                                      name, address, and                 name, address, and                 
                                      taxpayer ID number.                taxpayer ID number.                
                                                                         (bullet)  Use Fidelity Money       
                                                                         Line to transfer from              
                                                                         your bank account. Call            
                                                                         before your first use to           
                                                                         verify that this service           
                                                                         is in place on your                
                                                                         account. Maximum                   
                                                                         Money Line: $50,000.               
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                   <C>                                <C>                                 
Mail (mail_graphic)   (bullet)  Complete and sign the    (bullet)  Make your check           
                      application. Make your             payable to the complete             
                      check payable to the               name of the fund.                   
                      complete name of the               Indicate your fund                  
                      fund.    Mail to the               account number on                   
                         address indicated on            your check    and mail to           
                         the application.                   the address printed on           
                                                            your account statement.          
                                                         (bullet)  Exchange by mail: call    
                                                         1-800-544-6666 for                  
                                                         instructions.                       
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                        <C>                                 <C>                                
In Person (hand_graphic)   (bullet)  Bring your application    (bullet)  Bring your check to a    
                           and check to a Fidelity             Fidelity Investor Center.          
                           Investor Center. Call               Call 1-800-544-9797 for            
                           1-800-544-9797 for the              the center nearest you.            
                           center nearest you.                                                    
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                   <C>                                  <C>                     
Wire (wire_graphic)   (bullet)  Call 1-800-544-7777 to     (bullet)  Wire to:      
                      set up your account                  Bankers Trust           
                      and to arrange a wire                Company,                
                      transaction.                         Bank Routing            
                      (bullet)  Wire within 24 hours to:   #021001033,             
                      Bankers Trust                        Account #00163053.      
                      Company,                             Specify the complete    
                      Bank Routing                         name of the fund and    
                      #021001033,                          include your account    
                      Account #00163053.                   number and your         
                      Specify the complete                 name.                   
                      name of the fund and                                         
                      include your new                                             
                      account number and                                           
                      your name.                                                   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                 <C>                        <C>                                 
Automatically (automatic_graphic)   (bullet)  Not available.   (bullet)  Use Fidelity Automatic    
                                                               Account Builder. Sign               
                                                               up for this service                 
                                                               when opening your                   
                                                               account, or call                    
                                                               1-800-544-6666 to add               
                                                               it.                                 
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                                             <C>   <C>   
(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired: 1-800-544-0118               
 
</TABLE>
 
HOW TO SELL SHARES 
You can arrange to take money out of your fund account at any time by
selling (redeeming) some or all of your shares. Your shares will be sold at
the next share price calculated after your order is received and accepted.
Share price is normally calculated at 4 p.m. Eastern time. 
IF YOU ARE SELLING SOME BUT NOT ALL OF YOUR SHARES, leave at least $1,000
worth of shares in the account to keep it open. 
TO SELL SHARES BY BANK WIRE OR FIDELITY MONEY LINE, you will need to sign
up for these services in advance. 
CERTAIN REQUESTS MUST INCLUDE A SIGNATURE GUARANTEE. It is designed to
protect you and Fidelity from fraud. Your request must be made in writing
and include a signature guarantee if any of the following situations apply: 
(bullet)  You wish to redeem more than $100,000 worth of shares, 
(bullet)  Your account registration has changed within the last 30 days,
(bullet)  The check is being mailed to a different address than the one on
your account (record address), 
(bullet)  The check is being made payable to someone other than the account
owner, or 
(bullet)  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
(including Fidelity Investor Centers), 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. 
SELLING SHARES IN WRITING 
Write a "letter of instruction" with: 
(bullet)  Your name, 
(bullet)  The fund's name, 
(bullet)  Your fund account number, 
(bullet)  The dollar amount or number of shares to be redeemed, and 
(bullet)  Any other applicable requirements listed in the table at right. 
Unless otherwise instructed, Fidelity will send a check to the record
address. Deliver your letter to a Fidelity Investor Center, or mail it to: 
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602 
CHECKWRITING 
If you have a checkbook for your account in Limited Term Municipals or High
Yield Tax-Free, you may write an unlimited number of checks. Do not,
however, try to close out your account by check.
      ACCOUNT TYPE   SPECIAL REQUIREMENTS   
 
 
<TABLE>
<CAPTION>
<S>                                                                                     <C>   <C>   
IF YOU SELL SHARES OF AGGRESSIVE TAX-FREE AFTER HOLDING THEM LESS THAN 180 DAYS, THE                
FUND WILL DEDUCT A REDEMPTION FEE EQUAL TO 1% OF THE VALUE OF THOSE SHARES.                         
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                              <C>                   <C>                                         
Phone 1-800-544-777 (phone_graphic)              All account types     (bullet)  Maximum check request:            
                                                                       $100,000.                                   
                                                                       (bullet)  For Money Line transfers to       
                                                                       your bank account; minimum:                 
                                                                       $   10    ; maximum: $100,000.              
                                                                       (bullet)  You may exchange to other         
                                                                       Fidelity funds if both                      
                                                                       accounts are registered with                
                                                                       the same name(s), address,                  
                                                                       and taxpayer ID number.                     
 
Mail or in Person (mail_graphic)(hand_graphic)   Individual, Joint     (bullet)  The letter of instruction must    
                                                 Tenant,               be signed by all persons                    
                                                 Sole Proprietorship   required to sign for                        
                                                 , UGMA, UTMA          transactions, exactly as their              
                                                 Trust                 names appear on the                         
                                                                       account.                                    
                                                                       (bullet)  The trustee must sign the         
                                                                       letter indicating capacity as               
                                                 Business or           trustee. If the trustee's name              
                                                 Organization          is not in the account                       
                                                                       registration, provide a copy of             
                                                                       the trust document certified                
                                                                       within the last 60 days.                    
                                                                       (bullet)  At least one person               
                                                 Executor,             authorized by corporate                     
                                                 Administrator,        resolution to act on the                    
                                                 Conservator,          account must sign the letter.               
                                                 Guardian              (bullet)  Include a corporate               
                                                                       resolution with corporate seal              
                                                                       or a signature guarantee.                   
                                                                       (bullet)  Call 1-800-544-6666 for           
                                                                       instructions.                               
 
Wire (wire_graphic)                              All account types     (bullet)  You must sign up for the wire     
                                                                       feature before using it. To                 
                                                                       verify that it is in place, call            
                                                                       1-800-544-6666. Minimum                     
                                                                       wire: $5,000.                               
                                                                       (bullet)  Your wire redemption request      
                                                                       must be received by Fidelity                
                                                                       before 4 p.m. Eastern time                  
                                                                       for money to be wired on the                
                                                                       next business day.                          
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                     <C>                 <C>                                       
Check (check_graphic)   All account types   (bullet)  Minimum check: $500.            
                                            (bullet)  All account owners must sign    
                                            a signature card to receive a             
                                            checkbook.                                
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                                             <C>   <C>   
(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired: 1-800-544-0118               
 
</TABLE>
 
INVESTOR SERVICES
Fidelity provides a variety of services to help you manage your account.
INFORMATION SERVICES
FIDELITY'S TELEPHONE REPRESENTATIVES are available 24 hours a day, 365 days
a year. Whenever you call, you can speak with someone equipped to provide
the information or service you need.
STATEMENTS AND REPORTS that Fidelity sends to you include the following:
(bullet)  Confirmation statements (after every transaction, except
reinvestments, that affects your account balance or your account
registration)
(bullet)  Account statements (quarterly)
(bullet)  Financial reports (every six months)
 
 
 
 
 
24-HOUR SERVICE
ACCOUNT ASSISTANCE
1-800-544-6666
ACCOUNT BALANCES
1-800-544-7544
ACCOUNT TRANSACTIONS
1-800-544-7777
PRODUCT INFORMATION
1-800-544-8888
QUOTES
1-800-544-8544
RETIREMENT ACCOUNT 
ASSISTANCE
1-800-544-4774
 AUTOMATED SERVICE
(checkmark)
To reduce expenses, only one copy of most financial reports will be mailed
to your household, even if you have more than one account in    a     fund.
Call 1-800-544-6666 if you need copies of financial reports or historical
account information.
TRANSACTION SERVICES 
EXCHANGE PRIVILEGE. You may sell your fund shares and buy shares of other
Fidelity funds by telephone or in writing.
Note that exchanges out of a fund are limited to four per calendar year,
and that they may have tax consequences for you. For complete policies and
restrictions governing exchanges, including circumstances under which a
shareholder's exchange privilege may be suspended or revoked, see page .
SYSTEMATIC WITHDRAWAL PLANS let you set up monthly or quarterly redemptions
from your account.
FIDELITY MONEY LINE(Registered trademark) enables you to transfer money by
phone between your bank account and your fund account. Most transfers are
complete within three business days of your call.
REGULAR INVESTMENT PLANS
One easy way to pursue your financial goals is to invest money regularly.
Fidelity offers convenient services that let you transfer money into your
fund account, or between fund accounts, automatically. While regular
investment plans do not guarantee a profit and will not protect you against
loss in a declining market, they can be an excellent way to invest for a
home, educational expenses, and other long-term financial goals.
REGULAR INVESTMENT PLANS               
 
FIDELITY AUTOMATIC ACCOUNT BUILDERSM                                  
TO MOVE MONEY FROM YOUR BANK ACCOUNT TO A FIDELITY FUND               
 
MINIMUM   FREQUENCY     SETTING UP OR CHANGING                            
$100      Monthly or    (bullet)  For a new account, complete the         
          quarterly     appropriate section on the fund                   
                        application.                                      
                        (bullet)  For existing accounts, call             
                        1-800-544-6666 for an application.                
                        (bullet)  To change the amount or frequency of    
                        your investment, call 1-800-544-6666 at           
                        least three business days prior to your           
                        next scheduled investment date.                   
 
 
<TABLE>
<CAPTION>
<S>                                                                                 <C>   <C>   
DIRECT DEPOSIT                                                                                  
TO SEND ALL OR A PORTION OF YOUR PAYCHECK OR GOVERNMENT CHECK TO A FIDELITY FUNDA               
 
</TABLE>
 
MINIMUM   FREQUENCY    SETTING UP OR CHANGING                             
$100      Every pay    (bullet)  Check the appropriate box on the fund    
          period       application, or call 1-800-544-6666 for an         
                       authorization form.                                
                       (bullet)  Changes require a new authorization      
                       form.                                              
 
 
<TABLE>
<CAPTION>
<S>                                                                        <C>   <C>   
FIDELITY AUTOMATIC EXCHANGE SERVICE                                                    
TO MOVE MONEY FROM A FIDELITY MONEY MARKET FUND TO ANOTHER FIDELITY FUND               
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>       <C>              <C>                                                  
MINIMUM   FREQUENCY        SETTING UP OR CHANGING                               
$100      Monthly,         (bullet)  To establish, call 1-800-544-6666 after    
          bimonthly,       both accounts are opened.                            
          quarterly, or    (bullet)  To change the amount or frequency of       
          annually         your investment, call 1-800-544-6666.                
 
</TABLE>
 
A BECAUSE THEIR SHARE PRICES FLUCTUATE, THE   SE     FUNDS MAY NOT BE
APPROPRIATE CHOICE   S     FOR DIRECT DEPOSIT OF YOUR ENTIRE CHECK.
DIVIDENDS, CAPITAL GAINS, AND TAXES 
Each fund distributes substantially all of its net investment income and
capital gains to shareholders each year. Income dividends are declared
daily and paid monthly. Capital gains are normally distributed in February
and December for Limited Term    Municipals     and Aggressive Tax-Free and
in January and December for High Yield Tax-Free.
DISTRIBUTION OPTIONS 
When you open an account, specify on your application how you want to
receive your distributions. If the option you prefer is not listed on the
application, call 1-800-544-6666 for instructions. Each fund offers four
options: 
1. REINVESTMENT OPTION. Your dividend and capital gain distributions will
be automatically reinvested in additional shares of the fund. If you do not
indicate a choice on your application, you will be assigned this option. 
2. INCOME-EARNED OPTION. Your capital gain distributions will be
automatically reinvested, but you will be sent a check for each dividend
distribution.
3. CASH OPTION. You will be sent a check for your dividend and capital gain
distributions. 
4. DIRECTED DIVIDENDS(Registered trademark) OPTION. Your dividend and
capital gain distributions will be automatically invested in another
identically registered Fidelity fund.
Dividends will be reinvested at the fund's NAV on the last day of the
month. Capital gain distributions will be reinvested at the NAV as of the
date the fund deducts the distribution from its NAV   .     The mailing of
distribution checks will begin within seven days, or longer for a December
ex-dividend date.
UNDERSTANDING
DISTRIBUTIONS
As a fund shareholder, you 
are entitled to your share of 
the fund's net income and 
gains on its investments. The 
fund passes its earnings 
along to its investors as 
DISTRIBUTIONS.
Each fund earns interest from 
its investments. These are 
passed along as DIVIDEND 
DISTRIBUTIONS. Each fund 
may realize capital gains if it 
sells securities for a higher 
price than it paid for them. 
These are passed along as 
CAPITAL GAIN DISTRIBUTIONS.
(checkmark)
TAXES 
As with any investment, you should consider how an investment in a tax-free
fund could affect you. Below are some of the funds' tax implications. 
TAXES ON DISTRIBUTIONS. Interest income that a fund earns is distributed to
shareholders as income dividends. Interest that is federally tax-free
remains tax-free when it is distributed. 
However, gain on the sale of tax-free bonds results in taxable
distributions. Short-term capital gains and a portion of the gain on bonds
purchased at a discount are taxed as dividends. Long-term capital gain
distributions are taxed as long-term capital gains. These distributions are
taxable when they are paid, whether you take them in cash or reinvest them.
However, distributions declared in December and paid in January are taxable
as if they were paid on December 31. Fidelity will send you and the IRS a
statement showing the tax status of the distributions paid to you in the
previous year.
The interest from some municipal securities is subject to the federal
alternative minimum tax. Limited Term    Municipals     and High Yield
Tax-Free do not currently intend to purchase these securities. Aggressive
Tax-Free may invest up to 20% of its assets in these securities.
Individuals who are subject to the tax must report this interest on their
tax returns. 
A portion of a fund's dividends may be free from state or local taxes.
Income from investments in your state is often tax-free to you. Each year,
Fidelity will send you a breakdown of your fund's income from each state to
help you calculate your taxes.
During fiscal 1993,    100    % of each fund's income dividends w   ere    
free from federal income tax and    13.11    % of Aggressive Tax-Free's
income dividends were subject to the federal alternative minimum tax.
TAXES ON TRANSACTIONS. Your redemptions - including exchanges to other
Fidelity funds - are subject to capital gains tax. A capital gain or loss
is the difference between the cost of your shares and the price you receive
when you sell them. 
Whenever you sell shares of a fund, Fidelity will send you a confirmation
statement showing how many shares you sold and at what price. You will also
receive a consolidated transaction statement every January. However, it is
up to you or your tax preparer to determine whether this sale resulted in a
capital gain and, if so, the amount of tax to be paid. Be sure to keep your
regular account statements; the information they contain will be essential
in calculating the amount of your capital gains.
"BUYING A DIVIDEND." If you buy shares just before a fund deducts a capital
gain distribution from its NAV, you will pay the full price for the shares
and then receive a portion of the price back in the form of a taxable
distribution.
<r>SHAREHOLDER AND ACCOUNT POLICIES</r>
 
 
TRANSACTION DETAILS 
THE FUNDS ARE OPEN FOR BUSINESS each day the New York Stock Exchange (NYSE)
is open. Fidelity normally calculates each fund's NAV as of the close of
business of the NYSE, normally        4 p.m. Eastern time.
EACH FUND'S NAV is the value of a single share. The NAV is computed by
adding        the value of the fund's investments, cash, and other assets,
subtracting its liabilities, and then dividing the result by the number of
shares outstanding. 
Each fund's assets are valued primarily on the basis of market quotations,
if available. Since market quotations are often unavailable, assets are
usually valued by a method that the Board of Trustees believes accurately
reflects fair value.
EACH FUND'S OFFERING PRICE (price to buy one share) and REDEMPTION PRICE
(price to sell one share) are its NAV. 
WHEN YOU SIGN YOUR ACCOUNT APPLICATION, you will be asked to certify that
your Social Security or taxpayer identification number is correct and that
you are not subject to 31% backup withholding for failing to report income
to the IRS. If you violate IRS regulations, the IRS can require a fund to
withhold 31% of your taxable distributions and redemptions. 
YOU MAY INITIATE MANY TRANSACTIONS BY TELEPHONE. Note that Fidelity will
not be responsible for any losses resulting from unauthorized transactions
if it follows reasonable procedures designed to verify the identity of the
caller. Fidelity will request personalized security codes or other
information, and may also record calls. You should verify the accuracy of
your confirmation statements immediately after you receive them. If you do
not want the ability to redeem and exchange by telephone, call Fidelity for
instructions.
IF YOU ARE UNABLE TO REACH FIDELITY BY PHONE (for example, during periods
of unusual market activity), consider placing your order by mail or by
visiting a Fidelity Investor Center. 
EACH FUND RESERVES THE RIGHT TO SUSPEND THE OFFERING OF SHARES for a period
of time. Each fund also reserves the right to reject any specific purchase
order, including certain purchases by exchange. See "Exchange Restrictions"
on page . Purchase orders may be refused if, in FMR's opinion, they are of
a size that would disrupt management of a fund. 
WHEN YOU PLACE AN ORDER TO BUY SHARES, your order will be processed at the
next offering price calculated after your order is received and accepted.
Note the following: 
(bullet)  All of your purchases must be made in U.S. dollars and checks
must be drawn on U.S. banks. 
(bullet)  Fidelity does not accept cash. 
(bullet)  When making a purchase with more than one check, each check must
have a value of at least $50. 
(bullet)  Each fund reserves the right to limit the number of checks
processed at one time.
(bullet)  If your check does not clear, your purchase will be cancelled and
you could be liable for any losses or fees a fund or its transfer agent has
incurred. 
(bullet)  You begin to earn dividends as of the first business day
following the day of your purchase.
TO AVOID THE COLLECTION PERIOD associated with check and Money Line
purchases, consider buying shares by bank wire, U.S. Postal money order,
U.S. Treasury check, Federal Reserve check, or direct deposit instead. 
YOU MAY BUY OR SELL SHARES OF THE FUNDS THROUGH A BROKER, who may charge
you a fee for this service. If you invest through a broker or other
institution, read its program materials for any additional service features
or fees that may apply. 
CERTAIN FINANCIAL INSTITUTIONS that have entered into sales agreements with
Fidelity Distributors Corporation (FDC) may enter confirmed purchase orders
on behalf of customers by phone, with payment to follow no later than the
time when a fund is priced on the following business day. If payment is not
received by that time, the financial institution could be held liable for
resulting fees or losses.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at the
next NAV calculated after your request is received and accepted. Note the
following: 
(bullet)  Normally, redemption proceeds will be mailed to you on the next
business day, but if making immediate payment could adversely affect a
fund, it may take up to seven days to pay you. 
(bullet)  Shares will earn dividends through the date of redemption;
however, shares redeemed on a Friday or prior to a holiday will continue to
earn dividends until the next business day.
(bullet)  Fidelity Money Line redemptions generally will be credited to
your bank account on the second or third business day after your phone
call.
(bullet)  Each fund may hold payment on redemptions until it is reasonably
satisfied that investments made by check or Fidelity Money Line have been
collected, which can take up to seven    business     days.
(bullet)  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.
(bullet)  If you sell shares by writing a check and the amount of the check
is greater than the value of your account, your check will be returned to
you and you may be subject to additional charges. 
THE REDEMPTION FEE for Aggressive Tax-Free, if applicable, will be deducted
from the amount of your redemption. This fee is paid to the fund rather
than FMR, and it does not apply to shares that were acquired through
reinvestment of distributions. If shares you are redeeming were not all
held for the same length of time, those shares you held longest will be
redeemed first for purposes of determining whether the fee applies.
IF YOUR ACCOUNT BALANCE FALLS BELOW $1,000, you will be given 30 days'
notice to reestablish the minimum balance. If you do not increase your
balance, Fidelity reserves the right to close your account and send the
proceeds to you. Your shares will be redeemed at the NAV on the day your
account is closed. 
FIDELITY MAY CHARGE A FEE FOR SPECIAL SERVICES, such as providing
historical account documents, that are beyond the normal scope of its
services. 
FDC may, at its own expense, provide promotional incentives to qualified
recipients who support the sale of shares of the funds without
reimbursement from the funds. Qualified recipients are securities dealers
who have sold fund shares or others, including banks and other financial
institutions, under special arrangements in connection with FDC's sales
activities. In some instances, these incentives may be offered only to
certain institutions whose representatives provide services in connection
with the sale or expected sale of significant amounts of shares.
EXCHANGE RESTRICTIONS
As a shareholder, you have the privilege of exchanging shares of a fund for
shares of other Fidelity funds. However, you should note the following:
(bullet)  The fund you are exchanging into must be registered for sale in
your state.
(bullet)  You may only exchange between accounts that are registered in the
same name, address, and taxpayer identification number.
(bullet)  Before exchanging into a fund, read its prospectus.
(bullet)  If you exchange into a fund with a sales charge, you pay the
percentage-point difference between that fund's sales charge and any sales
charge you have previously paid in connection with the shares you are
exchanging. For example, if you had already paid a sales charge of 2% on
your shares and you exchange them into a fund with a 3% sales charge, you
would pay an additional 1% sales charge.
(bullet)  Exchanges may have tax consequences for you.
(bullet)  Because excessive trading can hurt fund performance and
shareholders, each fund reserves the right to temporarily or permanently
terminate the exchange privilege of any investor who makes more than four
exchanges out of the fund per calendar year. Accounts under common
ownership or control, including accounts with the same taxpayer
identification number, will be counted together for purposes of the four
exchange limit.
(bullet)  Each fund reserves the right to 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.
(bullet)  Your exchanges may be restricted or refused if a fund receives or
anticipates simultaneous orders affecting significant portions of the
fund's assets. In particular, a pattern of exchanges that coincides with a
"market timing" strategy may be disruptive to a fund.
Although the funds will attempt to give you prior notice whenever they are
reasonably able to do so, they may impose these restrictions at any time.
The funds reserve the right to terminate or modify the exchange privilege
in the future. 
OTHER FUNDS MAY HAVE DIFFERENT EXCHANGE RESTRICTIONS, and may impose
administrative fees of up to $7.50 and redemption fees of up to 1.50% on
exchanges. Check each fund's prospectus for details.
<r>THE FUNDS IN DETAIL</r>
 
 
CHARTER 
EACH FUND IS A MUTUAL FUND: an investment that pools shareholders' money
and invests it toward a specified goal. In technical terms, Limited Term
Municipals is currently a diversified fund of Fidelity School Street Trust,
High Yield Tax-Free is currently a diversified fund of Fidelity Court
Street Trust, and Aggressive Tax-Free is currently a diversified fund of
Fidelity Municipal Trust. Each trust is an open-end management investment
company. Fidelity School Street Trust was organized as a Massachusetts
business trust on September 10, 1976. Fidelity Court Street Trust was
organized as a Massachusetts business trust on April 21, 1977. Fidelity
Municipal Trust was organized as a Massachusetts business trust on June 22,
1984. There is a remote possibility that one fund might become liable for a
misstatement in the prospectus about another fund.
EACH FUND IS GOVERNED BY A BOARD OF TRUSTEES, which is responsible for
protecting the interests of shareholders. The trustees are experienced
executives who meet throughout the year to oversee the funds' activities,
review contractual arrangements with companies that provide services to the
funds, and review performance. The majority of trustees are not otherwise
affiliated with Fidelity.
THE FUNDS MAY HOLD SPECIAL MEETINGS AND MAIL PROXY MATERIALS. These
meetings may be called to elect or remove trustees, change fundamental
policies, approve a management contract, or for other purposes.
Shareholders not attending these meetings are encouraged to vote by proxy.
Fidelity will mail proxy materials in advance, including a voting card and
information about the proposals to be voted on. Limited Term Municipals and
High Yield Tax-Free shareholders are entitled to one vote for each share
they own. The number of votes Aggressive Tax-Free shareholders are entitled
to is based upon the dollar value of their investment.
FMR AND ITS AFFILIATES 
FIDELITY FACTS
Fidelity offers the broadest
selection of mutual funds
in the world.
(bullet) Number of Fidelity mutual 
funds: over    200    
(bullet) Assets in Fidelity mutual 
funds: over $   225     billion
(bullet) Number of shareholder 
accounts: over    15     million
(bullet) Number of investment 
analysts and portfolio 
managers: over    200    
(checkmark)
The funds are managed by FMR, which chooses their investments and handles
their business affairs. 
David Murphy is manager and vice president of Limited Term Municipals,
which he has managed since November 1989. Mr. Murphy also manages Spartan
Short-Intermediate Municipal, New York Tax-Free Insured, Spartan
Intermediate Municipal and Spartan New Jersey Municipal High Yield. Before
joining Fidelity in 1989, he managed municipal bond funds at Scudder,
Stevens & Clark.
Anne Punzak is manager and vice president of High Yield Tax-Free and
Aggressive Tax-Free which she has managed   ,     since October 1993 and
January 1986   ,     respectively. She also manages Spartan Aggressive
Municipal Income and Spartan Florida Municipal Income. She joined Fidelity
in 1984.
FDC distributes and markets Fidelity's funds and services. Fidelity Service
Co. (FSC) performs transfer agent servicing functions for the funds.
FMR Corp. is the parent company of these organizations. Through ownership
of voting common stock, Edward C. Johnson 3d (President and a trustee of
the trusts), Johnson family members, and various trusts for the benefit of
the Johnson family form a controlling group with respect to FMR Corp.
United Missouri Bank, N.A., is each fund's transfer agent, although it
employs FSC to perform these functions for the funds. It is located at 1010
Grand Avenue, Kansas City, Missouri. 
   To carry out the funds' transactions,     FMR may use its broker-dealer
affiliates and other firms that sell fund shares, provided that a fund
receives services and commission rates comparable to those of other
broker-dealers. 
BREAKDOWN OF EXPENSES 
Like all mutual funds, the funds pay fees related to their daily
operations. Expenses paid out of a fund's assets are reflected in its share
price or dividends; they are neither billed directly to shareholders nor
deducted from shareholder accounts. 
Each fund pays a MANAGEMENT FEE to FMR for managing its investments and
business affairs. Each fund also pays OTHER EXPENSES, which are explained
   on page 26    .
FMR may, from time to time, agree to reimburse the funds for management
fees and other expenses above a specified limit. FMR retains the ability to
be repaid by a fund if expenses fall below the specified limit prior to the
end of the fiscal year. Reimbursement arrangements, which may be terminated
at any time without notice, can decrease a fund's expenses and boost its
performance.
MANAGEMENT FEE 
The management fee is calculated and paid to FMR every month. 
LIMITED TERM MUNICIPALS' management fee consists of .15% of average net
assets plus 5% of gross income. The total management fee for fiscal 1993
was    .41%    .
   On July 1, 1993, FMR voluntarily agreed to temporarily limit the fund's
management fee to .10% of the fund's average net assets plus 5% of the
fund's gross income throughout the month.    
HIGH YIELD TAX-FREE'S and AGGRESSIVE TAX-FREE'S management fee is
calculated by adding a group fee rate to an individual fund fee rate, and
multiplying the result by the fund's average net assets. 
The group fee rate is based on the average net assets of all the mutual
funds advised by FMR. This rate cannot rise above .37%, and it drops as
total assets under management increase.
For December 1993, the group fee rate was    .1621    %. The individual
fund fee rate is .25% for High Yield Tax-Free, and .30% for Aggressive
Tax-Free.    The total management fee rates for fiscal 1993 for High Yield
Tax-Free and Aggressive Tax-Free were .42% and .47%, respectively.    
OTHER EXPENSES 
While the management fee is a significant component of the funds' annual
operating costs, the funds have other expenses as well.
FSC performs many transaction and accounting functions. These services
include processing shareholder transactions, valuing each fund's
investments, and handling securities loans. In fiscal 1993, FSC received
fees equal to    .14    % ,    .12    % and    .13    %, respectively, of
Limited Term Municipals', High Yield Tax-Free's and Aggressive Tax-Free's
average net assets. 
The funds also pay other expenses, such as legal, audit, and custodian
fees; proxy solicitation costs; and the compensation of trustees who are
not affiliated with Fidelity. 
Each fund has adopted a Distribution and Service Plan. These plans
recognize that FMR may use its resources, including management fees, to pay
expenses associated with the sale of fund shares. This may include payments
to third parties, such as banks or broker-dealers, that provide shareholder
support services or engage in the sale of the fund's shares. It is
important to note, however, that the funds do not pay FMR any separate fees
for this service.
For fiscal 1993, the portfolio turnover rates for Limited Term Municipals,
High Yield Tax-Free and Aggressive Tax-Free were    111    %,    53    %
and    54    %, respectively. These rates vary from year to year.    High
turnover rates increase transaction costs and may increase taxable capital
gains. FMR considers these effects when evaluating the anticipated benefits
of short-term investing.    
INVESTMENT PRINCIPLES
LIMITED TERM MUNICIPALS seeks high current income that is free from federal
income tax   ,     and preservation of capital   ,     by focusing on
   municipal     securities rated at least A by Moody's or S&P   ,    
or judged by FMR to be of equivalent quality. The fund's dollar-weighted
average maturity is limited to 12 years    or less    . FMR normally
invests at least 80% of the fund's assets in tax-free obligations with
maturities of 15 years or less. 
HIGH YIELD TAX-FREE seeks high current income that is free from federal
income tax by investing at least 65% of its total assets in high yielding
municipal securities, focusing on municipal bonds rated A or Baa by
Moody's, A or BBB by S&P, or, if unrated, judged by FMR to be of
equivalent quality. The fund often invests in long-term bonds, but may
shorten the average maturity and improve quality        as economic or
market conditions change. FMR normally invests so that at least 80% of the
fund's income is free from federal income tax.
AGGRESSIVE TAX-FREE seeks high current income that is free from federal
income tax by normally investing at least 65% of its total assets in
securities rated A or lower by Moody's or S&P or, if unrated, judged by
FMR to be of equivalent quality. Since the fund can emphasize lower-quality
securities, FMR's research and analysis are an integral part of choosing
the fund's investments. The fund typically purchases securities with
remaining maturities of 20 years or longer. FMR normally invests at least
80% of the fund's assets in federally tax-free municipal securities.
If you are subject to the federal alternative minimum tax, you should note
that the fund may invest up to 20% of its assets in municipal securities
issued to finance private activities. The interest from these investments
is a tax-preference item for purposes of the tax.
EACH FUND'S yield and share price change daily based on interest rate
changes and on the quality and maturity of its investments. In general,
bond prices rise when interest rates fall, and vice versa. This effect is
usually more pronounced for longer-term securities. Lower-quality
securities typically offer higher yields    and     carry more risk    than
higher quality, lower yielding securities    . When you sell your shares,
they may be worth more or less that what you paid for them.
FMR normally invests each fund's assets according to its investment
strategy    and does not expect to invest in federally taxable
obligations    . When FMR considers it appropriate    for defensive
purposes    , however, it may temporarily invest substantially in
   short-term instruments, may hold a sustantial amount of uninvested cash,
    or may invest more than normally permitted in federally taxable
obligations.
SECURITIES AND INVESTMENT PRACTICES 
The following pages contain more detailed information about types of
instruments in which the funds may invest, and strategies FMR may employ in
pursuit of the funds' investment objectives. A summary of risks and
restrictions associated with these instrument types and investment
practices is included as well. Policies and limitations are considered at
the time of purchase; the sale of instruments is not required in the event
of a subsequent change in circumstances.
FMR may not buy all of these instruments or use all of these techniques to
the full extent permitted unless it believes that doing so will help the
funds achieve their goals. As a shareholder, you will receive financial
reports every six months detailing fund holdings and describing recent
investment activities. 
DEBT SECURITIES. Bonds and other debt instruments are used by issuers to
borrow money from investors. The issuer pays the investor a fixed or
variable rate of interest, and must repay the amount borrowed at maturity.
Some debt securities, such as zero coupon bonds, do not pay current
interest, but are purchased at a discount from their face values. Debt
securities have varying degrees of quality and varying levels of
sensitivity to changes in interest rates. Longer-term bonds are generally
more sensitive to interest rate changes than short-term bonds.
Lower-quality debt securities may have speculative characteristics, and
involve greater risk of default or price changes due to changes in the
issuer's creditworthiness. The market prices of these securities may
fluctuate more than higher-quality securities and may decline significantly
in periods of general or regional economic difficulty.
The tables on page    29     provide a summary of ratings assigned to debt
holdings (not including money market instruments) in High Yield Tax-Free's
and Aggressive Tax-Free's portfolios. These figures are dollar-weighted
averages of month-end portfolio holdings during fiscal 1993, and are
presented as a percentage of total investments. These percentages are
historical and do not necessarily indicate the funds' current or future
debt holdings.
RESTRICTIONS: Limited Term Municipals does not currently intend to invest
in bonds rated below Baa by Moody's or BBB by S&P. The fund does not
currently intend to invest more than 25% of its total assets in bonds whose
quality is judged by FMR to be equivalent to bonds rated Baa or BBB, and
does not currently intend to invest more than 20% of its total assets in
bonds that are not rated by Moody's or S&P. High Yield Tax-Free does
not currently intend to invest more than 25% of its total assets in bonds
rated below Baa or BBB, or unrated bonds judged by FMR to be of equivalent
quality. The fund    does not currently intend to     invest more than 10%
of its total assets in bonds rated B or below or, if unrated, judged by FMR
to be of equivalent quality. Aggressive Tax-Free does not currently intend
to invest more than 10% of its total assets in bonds that are in default.
MUNICIPAL SECURITIES are issued to raise money for a variety of public
purposes, including general financing for state and local governments, or
financing for specific projects or public facilities. Municipal securities
may be issued in anticipation of future revenues, and may be backed by the
full taxing power of a municipality, the revenues from a specific project,
or the credit of a private organization. A security's credit may be
enhanced by a bank, insurance company, or other financial institution. A
fund may own a municipal security directly or through a participation
interest.
MUNICIPAL LEASE OBLIGATIONS are used by municipalities to acquire land,
equipment, or facilities. If the municipality stops making payments or
transfers its obligations to a private entity, the obligation could lose
value or become taxable. 
OTHER MUNICIPAL SECURITIES may include general obligations of U.S.
territories and possessions such as Guam, the Virgin Islands, and Puerto
Rico, and their political subdivisions and public corporations. The economy
of Puerto Rico is closely linked to the U.S. economy, and will depend on
the strength of the U.S. dollar, interest rates, the price stability of oil
imports, and the continued existence of favorable tax incentives. Recent
legislation reduced these incentives, but it is impossible to predict what
impact the changes will have.
PRIVATE ENTITIES may be involved in some municipal securities. For example,
industrial revenue bonds are backed by private entities, and resource
recovery bonds often involve private corporations. The viability of a
project or tax incentives could affect the value and credit quality of
these securities. 
HIGH YIELD TAX-FREE
Fiscal 1993 Debt Holdings, by Rating MOODY'S STANDARD & 
POOR'S
 INVESTORS SERVICE, INC.  CORPORATION 
 Rating  Average A  Rating  Averag
eA 
INVESTMENT GRADE    
Highest quality Aaa  AAA 
High quality Aa    53.51    % AA    61.39%    
Upper-medium grade A  A 
Medium grade Baa    13.06    % BBB    12.10    %
LOWER QUALITY    
Moderately speculative Ba    3.98    % BB    2.24    %
Speculative B    1.47    % B    1.61    %
Highly speculative Caa    0.00    % CCC    0.00    %
Poor quality Ca    0.00    % CC    0.00    %
Lowest quality, no interest C  C 
In default, in arrears    --      D    0.00    %   
    
     72.02%  77.34%    
       
AGGRESSIVE TAX-FREE
Fiscal 1993 Debt Holdings, by Rating MOODY'S STANDARD & 
POOR'S
 INVESTORS SERVICE, INC.  CORPORATION 
 Rating  Average A  Rating  Averag
eA 
INVESTMENT GRADE    
Highest quality Aaa  AAA 
High quality Aa    29.45    % AA    31.72    %
Upper-medium grade A  A 
Medium grade Baa    21.48    % BBB    15.76    %
LOWER QUALITY    
Moderately speculative Ba    6.41    % BB    4.18    %
Speculative B    2.72    % B    2.34    %
Highly speculative Caa    0.44    % CCC    0.31    %
Poor quality Ca    0.00    % CC    0.00    %
Lowest quality, no interest C  C 
In default, in arrears    --      D    0.00    %
     60.50    %     54.31    %
 A THE DOLLAR-WEIGHTED AVERAGE OF DEBT SECURITIES NOT RATED BY MOODY'S OR 
S&P AMOUNTED TO    12.2    %    AND 29.3% FOR HIGH YIELD TAX-FREE AND
    
   AGGRESSIVE TAX-FREE, RESPECTIVELY    . THIS MAY INCLUDE SECURITIES RATED
BY 
OTHER NATIONALLY RECOGNIZED RATING SERVICES, AS WELL AS UNRATED SECURITIES. 
   UNRATED SECURITIES CONSIDERED TO BE INVESTMENT-GRADE QUALITY BY FMR ARE
    
   4.19% OF AGGRESSIVE TAX-FREE'S ASSETS.     REFER TO THE FUNDS   '    
STATEMENT OF 
ADDITIONAL INFORMATION FOR A MORE COMPLETE DISCUSSION OF THESE RATINGS.
       
ASSET-BACKED SECURITIES may include pools of purchase contracts, financing
leases, or sales agreements entered into by municipalities. These
securities usually rely on continued payments by a municipality, and may
also be subject to prepayment risk. 
VARIABLE- AND FLOATING-RATE INSTRUMENTS may have interest rates that move
in tandem with a benchmark, helping to stabilize their prices. Inverse
floaters have interest rates that move in the opposite direction from the
benchmark, making the instrument's market value more volatile.
PUT FEATURES entitle the holder to put (sell back) an instrument to the
issuer or a financial intermediary. In exchange for this benefit, a fund
may pay periodic fees or accept a lower interest rate. Demand features and
standby commitments are types of put features.
ADJUSTING INVESTMENT EXPOSURE. A fund can use various techniques to
increase or decrease its exposure to changing security prices, interest
rates, or other factors that affect security values. These techniques may
involve derivative transactions such as buying and selling options and
futures contracts and purchasing indexed securities.
FMR can use these practices to adjust the risk and return characteristics
of a fund's portfolio of investments. If FMR judges market conditions
incorrectly or employs a strategy that does not correlate well with a
fund's investments, these techniques could result in a loss, regardless of
whether the intent was to reduce risk or increase return. These techniques
may increase the volatility of the fund and may involve a small investment
of cash relative to the magnitude of the risk assumed. In addition, these
techniques could result in a loss if the counterparty to the transaction
does not perform as promised. 
WHEN-ISSUED AND DELAYED-DELIVERY TRANSACTIONS are trading practices in
which payment and delivery for the securities take place at a future date.
The market value of a security could change during this period, which could
affect a fund's yield.
ILLIQUID AND RESTRICTED SECURITIES. Some investments may be determined by
FMR, under the supervision of the Board of Trustees, to be illiquid, which
means that they may be difficult to sell promptly at an acceptable price.
The sale of other securities may be subject to legal restrictions.
Difficulty in selling securities may result in a loss or may be costly to a
fund. 
RESTRICTIONS: A fund may not purchase a security if, as a result, more than
10% of its assets would be invested in illiquid securities. 
DIVERSIFICATION. Diversifying a fund's investment portfolio can reduce the
risks of investing. This may include limiting the amount of money invested
in any one issuer or, on a broader scale, in any one industry or type of
project. Economic, business, or political changes can affect all securities
of a similar type.
RESTRICTIONS: A fund may not invest more than 5% of its total assets in any
one issuer. For High Yield Tax-Free and Aggressive Tax-Free, this
restriction only applies to 75% of their total assets. These limitations do
not apply to U.S. government securities. A fund may invest more than 25% of
its total assets in tax-free securities that finance similar types of
projects.
BORROWING. A fund may borrow from banks or from other funds advised by FMR,
or through reverse repurchase agreements. If a fund borrows money, its
share price may be subject to greater fluctuation until the borrowing is
paid off. If the fund makes additional investments while borrowings are
outstanding, this may be considered a form of leverage.
RESTRICTIONS: A fund may borrow only for temporary or emergency purposes,
but not in an amount exceeding 33% of its total assets.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS 
Some of the policies and restrictions discussed on the preceding pages are
fundamental, that is, subject to change only by shareholder approval. The
following paragraphs restate all those that are fundamental. All policies
stated throughout this prospectus, other than those identified in the
following paragraphs, can be changed without shareholder approval. 
LIMITED TERM MUNICIPALS seeks to provide the highest level of income exempt
from federal income tax that can be obtained, consistent with the
preservation of capital, from a diversified portfolio of high-quality,
limited-term obligations. The fund will normally invest at least 80% of its
assets in tax-exempt obligations with maturities of 15 years or less, and
the fund's dollar-weighted average maturity will be at all times limited to
12 years or less. The maturity of the fund's portfolio will be adjusted
from time to time based on FMR's assessment of interest rate trends. The
municipal bonds in the fund's portfolio are primarily of high or upper
medium quality, although the fund may invest up to 25% of its total assets
in medium grade bonds. The fund's standards for high grade, upper medium
grade, and medium grade obligations are essentially the same as Moody's and
S&P's four highest categories of Baa or BBB and above. The fund will
not invest in municipals bonds rated lower than Baa by Moody's or BBB by
S&P. The fund may invest up to 20% of its total assets in bonds not
rated by either of these rating services if FMR determines that they are
comparable to securities rated Baa or above by Moody's or BBB or above by
S&P. Unrated bonds deemed to be comparable to bonds rated Baa by
Moody's or BBB by S&P will be included in the 25% limitation on medium
grade bonds set forth in this paragraph. The fund may not invest more than
5% of its total assets in any one issuer.
HIGH YIELD TAX-FREE seeks to provide a high current yield exempt from
federal income tax. The fund will normally invest so that at least 80% of
its income is exempt from federal income tax. With respect to 75% of its
total assets, the fund may not invest more than 5% of its total assets in
any one issuer.
AGGRESSIVE TAX-FREE seeks to provide a high current yield, exempt from
federal income tax, by investing primarily in medium and lower quality
municipal bonds. The fund will normally invest at least 80% of its assets
in municipal securities whose interest is exempt from federal tax. With
respect to 75% of its total assets, the fund may not invest more than 5% of
its total assets in any one issuer.
EACH FUND may borrow only for temporary or emergency purposes, but not in
an amount exceeding 33% of its total assets.
   This prospectus is printed on recycled paper using soy-based inks.    
 
1FIDELITY'S TAX-FREE BOND FUNDS
2FIDELITY AGGRESSIVE TAX-FREE PORTFOLIO
   A FUND OF FIDELITY MUNICIPAL TRUST    
3FIDELITY HIGH YIELD TAX-FREE PORTFOLIO
   A FUND OF FIDELITY COURT STREET TRUST    
4FIDELITY LIMITED TERM MUNICIPALS
   A FUND OF FIDELITY SCHOOL STREET TRUST    
5STATEMENT OF ADDITIONAL INFORMATION
6FEBRUARY 17, 1994
This Statement is not a prospectus but should be read in conjunction with
the funds' current Prospectus (dated February 17, 1994). Please retain this
document for future reference. The Annual Report of Fidelity High Yield
Tax-Free Portfolio for the fiscal year ended November 30, 1993 and the
Annual Reports of Fidelity Aggressive Tax-Free Portfolio and Fidelity
Limited Term Municipals for the fiscal year ended December 31, 1993 are
incorporated herein by reference. To obtain additional copies of the
Prospectus or an Annual Report, please call Fidelity Distributors
Corporation at 1-800-544-8888.
7TABLE OF CONTENTS                                 8PAGE   
 
9                                                  10      
 
11Investment Policies and Limitations              12      
 
13Portfolio Transactions                           14      
 
15Valuation of Portfolio Securities                16      
 
17Performance                                      18      
 
19Additional Purchase and Redemption Information   20      
 
21Distributions and Taxes                          22      
 
23FMR                                              24      
 
25Trustees and Officers                            26      
 
27Management Contracts                             28      
 
29Distribution and Service Plans                   30      
 
31Interest of FMR Affiliates                       32      
 
33Description of the Trusts                        34      
 
35Financial Statements                             36      
 
37Appendix                                         38      
 
7INVESTMENT ADVISER
8Fidelity Management & Research Company (FMR)
9DISTRIBUTOR
10Fidelity Distributors Corporation (FDC)
11TRANSFER AGENTS
12United Missouri Bank, N.A. (United Missouri) and Fidelity Service Co.
(FSC)
13 MUB-ptB-294
14
INVESTMENT POLICIES AND LIMITATIONS
The following policies and limitations supplement those set forth in the
Prospectus. Unless otherwise noted, whenever an investment policy or
limitation states a maximum percentage of a fund's assets that may be
invested in any security or other asset, or sets forth a policy regarding
quality standards, such standard or percentage limitation will be
determined immediately after and as a result of the fund's acquisition of
such security or other asset. Accordingly, any subsequent change in values,
net assets, or other circumstances will not be considered when determining
whether the investment complies with    a     fund's investment policies
and limitations.
Each fund's fundamental investment policies and limitations cannot be
changed without approval by a "majority of the outstanding voting
securities" (as defined in the Investment Company Act of 1940) of the fund.
However, with respect to Aggressive Tax-Free and High Yield, except for the
fundamental investment limitations set forth below, the investment policies
and limitations described in this Statement of Additional Information are
not fundamental and may be changed without shareholder approval.
INVESTMENT LIMITATIONS OF FIDELITY AGGRESSIVE TAX-FREE PORTFOLIO
15(AGGRESSIVE TAX-FREE)
16THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
17(1) with respect to 75% of the fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed by the
U.S. government or any of its agencies or instrumentalities) if, as a
result, (a) more than 5% of the fund's total assets would be invested in
the securities of that issuer, or (b) the fund would hold more than 10% of
the outstanding voting securities of that issuer;
18(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
19(3) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
20(4) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
21(5) purchase the securities of any issuer (other than securities issued
or guaranteed by the U.S. government or any of its agencies or
instrumentalities, or tax-exempt obligations issued or guaranteed by a U.S.
territory or possession or a state or local government, or a political
subdivision of any of the foregoing) if, as a result, more than 25% of the
fund's total assets would be invested the securities of companies whose
principal business activities are in the same industry;
22(6) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
23(7) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
24(8) lend any security or make any other loan if, as a result, more than
33 1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.
25THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.
26(i)  The fund does not currently intend to sell securities short, unless
it owns or has the right to obtain securities equivalent in kind and amount
to the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
27(ii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
28(iii) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (3)). The fund will not
purchase any security while borrowings representing more than 5% of its
total assets are outstanding. The fund will not borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.
29(iv) The fund does not currently intend to purchase any security if, as a
result, more than 10% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the prices
at which they are valued.
30(v) The fund does not currently intend to invest more than 25% of its
total assets in industrial revenue bonds related to a single industry.
31(vi) The fund does not currently intend to invest in securities of real
estate investment trusts that are not readily marketable, or to invest in
securities of real estate limited partnerships that are not listed on the
New York Stock Exchange or the American Stock Exchange or traded on the
NASDAQ National Market System.
32(vii) The fund does not currently intend to engage in repurchase
agreements or make loans, but this limitation does not apply to purchases
of debt securities.
33(viii) The fund does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.
34(ix) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation.
35(x) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
36(xi) The fund does not currently intend to purchase the securities of any
issuer if those officers and Trustees of the trust and those officers and
directors of FMR who individually own more than 1/2 of 1% of the securities
of such issuer together own more than 5% of such issuer's securities.
37For purposes of limitations (1) and (5), FMR identifies the issuer of a
security depending on its terms and conditions. In identifying the issuer,
FMR will consider the entity or entities responsible for payment of
interest and repayment of principal and the source of such payments; the
way in which assets and revenues of an issuing political subdivision are
separated from those of other political entities; and whether a
governmental body is guaranteeing the security.
38For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions" on page
.
39INVESTMENT LIMITATIONS OF FIDELITY HIGH YIELD TAX-FREE PORTFOLIO
40(HIGH YIELD)
41THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
42(1) with respect to 75% of the fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed by the
U.S. government or any of its agencies or instrumentalities) if, as a
result, (a) more than 5% of the fund's total assets would be invested in
the securities of that issuer, or (b) the fund would hold more than 10% of
the outstanding voting securities of that issuer;
43(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
44(3) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
45(4) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
46(5) purchase the securities of any issuer (other than securities issued
or guaranteed by the U.S. government or any of its agencies or
instrumentalities, or tax-exempt obligations issued or guaranteed by a U.S.
territory or possession or a state or local government, or a political
subdivision of any of the foregoing) if, as a result, more than 25% of the
fund's total assets would be invested the securities of companies whose
principal business activities are in the same industry;
47(6) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
48(7) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
49(8) lend any security or make any other loan if, as a result, more than
33 1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.
50THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.
51(i)  The fund does not currently intend to sell securities short, unless
it owns or has the right to obtain securities equivalent in kind and amount
to the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
52(ii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
53(iii) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (3)). The fund will not
purchase any security while borrowings representing more than 5% of its
total assets are outstanding. The fund will not borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.
54(iv) The fund does not currently intend to purchase any security if, as a
result, more than 10% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the prices
at which they are valued.
55(v) The fund does not currently intend to invest more than 25% of its
total assets in industrial revenue bonds related to a single industry.
56(vi) The fund does not currently intend to invest in securities of real
estate investment trusts that are not readily marketable, or to invest in
securities of real estate limited partnerships that are not listed on the
New York Stock Exchange or the American Stock Exchange or traded on the
NASDAQ National Market System.
57(vii) The fund does not currently intend to engage in repurchase
agreements or make loans, but this limitation does not apply to purchases
of debt securities.
58(viii) The fund does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.
59(ix) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation.
60(x) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
61(xi) The fund does not currently intend to purchase the securities of any
issuer if those officers and Trustees of the trust and those officers and
directors of FMR who individually own more than 1/2 of 1% of the securities
of such issuer together own more than 5% of such issuer's securities.
62For purposes of limitations (1) and (5), FMR identifies the issuer of a
security depending on its terms and conditions. In identifying the issuer,
FMR will consider the entity or entities responsible for payment of
interest and repayment of principal and the source of such payments; the
way in which assets and revenues of an issuing political subdivision are
separated from those of other political entities; and whether a
governmental body is guaranteeing the security.
63For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions" on page
.
64INVESTMENT LIMITATIONS OF FIDELITY LIMITED TERM MUNICIPALS
65(LIMITED TERM)
66THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
67(1) purchase the securities of any issuer (except the U.S. government,
its agencies or its instrumentalities) if, as a result, more than 5% of its
total assets would be invested in the securities of such issuer. For
purposes of this restriction, the fund will regard the entity which has the
ultimate responsibility for the payment of interest and principal as the
issuer;
68(2) issue senior securities;
69(3) make short sales of securities provided, however, that the fund may
purchase or sell futures contracts;
70(4) purchase any securities on margin, except for such short-term credits
as are necessary for the clearance of transactions; provided, however, that
the fund may make initial and variation margin payments in connection with
purchase or sales of futures contracts or of options on futures contracts;
71(5) borrow money, except that the fund may borrow money or engage in
reverse repurchase agreements for temporary or emergency purposes (not for
leveraging or investment) in an amount not exceeding 33 1/3% of the value
of the fund's total assets (including borrowings) less liabilities (other
than borrowings). Any borrowings that come to exceed 33 1/3% of its total
assets by reason of a decline in net assets will be reduced within three
days to the extent necessary to comply with the 33 1/3% limitation;
72(6) underwrite any issue of securities, except to the extent that the
purchase of municipal bonds directly from an issuer in accordance with the
fund's investment objective, policies, and restrictions may be deemed to be
underwriting;
73(7) purchase securities (other than municipal bonds and obligations
issued or guaranteed by the U.S. government, its agencies or
instrumentalities) if, as a result, more than 10% of its total assets would
be invested in any one industry;
74(8) purchase or sell real estate, but this shall not prevent the fund
from investing in municipal bonds or other permitted investments secured by
real estate or interests therein;
75(9) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities);
76(10) make loans, except through the purchase of a portion of an issue of
debt securities in accordance with its investment objective, policies, and
restrictions;
77(11) invest in oil, gas, or other mineral exploration or development
programs; or
78(12) purchase or retain the securities of any issuer other than the
securities of the fund, if, to the fund's knowledge, those Trustees and
officers of the fund or those officers and directors of FMR, who
individually own beneficially more than 1/2 of 1% of the outstanding
securities of such issuer, together own beneficially more than 5% of such
outstanding securities.
79Investment limitation (5) is construed in conformity with the 1940 Act,
and, accordingly, "three days" means three days exclusive of Sundays and
holidays.
80THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.
81(i) With respect to 75% of its total assets, the fund does not currently
intend to purchase the securities of any issuer (other than securities
issued or guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, the fund would own more than 10% of the
outstanding voting securities of such issuer.
82(ii)  The fund does not currently intend to sell securities short.
83(iii) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser, or (b) by engaging in reverse repurchase agreements
with any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (5)). The fund will not
purchase any security while borrowings representing more than 5% of its
total assets are outstanding. The fund will not borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.
84(iv) The fund does not currently intend to purchase any security if, as a
result, more than 10% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the prices
at which they are valued.
85(v) The fund does not currently intend to invest more than 25% of its
total assets in industrial revenue bonds related to a single industry.
86(vi) The fund does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.
87(vii) The fund does not currently intend to purchase the securities of
any issuer (other than securities issued or guaranteed by domestic or
foreign governments or political subdivisions thereof) if, as a result,
more than 5% of its total assets would be invested in the securities of
business enterprises that, including predecessors, have a record of less
than three years of continuous operation.
88For purposes of limitations (1), (7), and (i) FMR identifies the issuer
of a security depending on its terms and conditions. In identifying the
issuer, FMR will consider the entity or entities responsible for payment of
interest and repayment of principal and the source of such payments; the
way in which assets and revenues of an issuing political subdivision are
separated from those of other political entities; and whether a
governmental body is guaranteeing the security.
89For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions" on page
.
90Limited Term will treat municipal obligations which have the option to
require the issuer to redeem within its portfolio maturity limitation of 15
years as having remaining maturities within said limitation, even if the
periods to the stated maturity dates of such obligations are greater than
the maturity limitation of the fund.
91INVESTMENT POLICIES SHARED BY THE FUNDS
92AFFILIATED BANK TRANSACTIONS. Pursuant to exemptive orders issued by the
Securities and Exchange Commission (SEC), a fund may engage in transactions
with banks that are, or may be considered to be, "affiliated persons" of
the fund under the Investment Company Act of 1940. Such transactions may be
entered into only pursuant to procedures established and periodically
reviewed by the Boards of Trustees. These transactions may include
repurchase agreements with custodian banks; purchases, as principal, of
short-term obligations of, and repurchase agreements with, the 50 largest
U.S. banks (measured by deposits); transactions in municipal securities;
and transactions in U.S. government securities with affiliated banks that
are primary dealers in these securities.
DELAYED-DELIVERY TRANSACTIONS. Each fund may buy and sell securities on a
delayed-delivery or when-issued basis. These transactions involve a
commitment by a fund to purchase or sell specific securities at a
predetermined price or yield, with payment and delivery taking place after
the customary settlement period for that type of security (and more than
seven days in the future). Typically, no interest accrues to the purchaser
until the security is delivered. The funds may receive fees for entering
into delayed-delivery transactions.
When purchasing securities on a delayed-delivery basis, each fund assumes
the rights and risks of ownership, including the risk of price and yield
fluctuations. Because a fund is not required to pay for securities until
the delivery date, these risks are in addition to the risks associated with
the fund's other investments. If a fund remains substantially fully
invested at a time when delayed-delivery purchases are outstanding, the
delayed-delivery purchases may result in a form of leverage. When
delayed-delivery purchases are outstanding, a fund will set aside
appropriate liquid assets in a segregated custodial account to cover its
purchase obligations. When a fund has sold a security on a delayed-delivery
basis, the fund does not participate in further gains or losses with
respect to the security. If the other party to a delayed-delivery
transaction fails to deliver or pay for the securities, the fund could miss
a favorable price or yield opportunity, or could suffer a loss.
93Each fund may renegotiate delayed-delivery transactions after they are
entered into, and may sell underlying securities before they are delivered,
which may result in capital gains or losses.
94REFUNDING CONTRACTS. The funds may purchase securities on a when-issued
basis in connection with the refinancing of an issuer's outstanding
indebtedness. Refunding contracts require the issuer to sell and the fund
to buy refunded municipal obligations at a stated price and yield on a
settlement date that may be several months or several years in the future.
The funds generally will not be obligated to pay the full purchase price if
they fail to perform under a refunding contract. Instead, refunding
contracts generally provide for payment of liquidated damages to the issuer
(currently 15-20% of the purchase price). The funds may secure their
obligations under a refunding contract by depositing collateral or a letter
of credit equal to the liquidated damages provisions of the refunding
contract. When required by SEC guidelines, a fund will place liquid assets
in a segregated custodial account equal in amount to its obligations under
refunding contracts.
95INVERSE FLOATERS are instruments whose interest rates bear an inverse
relationship to the interest rate on another security or the value of an
index. Changes in the interest rate on the other security or index
inversely affect the residual interest rate paid on the inverse floater,
with the result that the inverse floater's price will be considerably more
volatile than that of a fixed-rate bond. For example, a municipal issuer
may decide to issue two variable-rate instruments instead of a single
long-term, fixed-rate bond. The interest rate on one instrument reflects
short-term interest rates, while the interest rate on the other instrument
(the inverse floater) reflects the approximate rate the issuer would have
paid on a fixed-rate bond, multiplied by two, minus the interest rate paid
on the short-term instrument. Depending on market availability, the two
portions may be recombined to form a fixed-rate municipal bond. The market
for inverse floaters is relatively new.
96VARIABLE OR FLOATING RATE OBLIGATIONS, including certain participation
interests in municipal instruments, have interest rate adjustment formulas
that help stabilize their market values. Many variable and floating rate
instruments also carry demand features that permit a fund to sell them at
par value plus accrued interest on short notice. 
97In many instances bonds and participation interests have tender options
or demand features that permit a fund to tender (or put) the bonds to an
institution at periodic intervals and to receive the principal amount
thereof. A fund considers variable rate instruments structured in this way
(Participating VRDOs) to be essentially equivalent to other VRDOs it
purchases. The IRS has not ruled whether the interest on Participating
VRDOs is Tax-exempt and, accordingly, a fund intends to purchase these
instruments based on opinions of bond counsel. Each fund may invest in
fixed-rate bonds that are subject to third party puts and in participation
interests in such bonds held by a bank in trust or otherwise. 
98TENDER OPTION BONDS are created by coupling an intermediate- or
long-term, fixed-rate, tax-exempt bond (generally held pursuant to a
custodial arrangement) with a tender agreement that gives the holder the
option to tender the bond at its face value. As consideration for providing
the tender option, the sponsor (usually a bank, broker-dealer, or other
financial institution) receives periodic fees equal to the difference
between the bond's fixed coupon rate and the rate (determined by a
remarketing or similar agent) that would cause the bond, coupled with the
tender option, to trade at par on the date of such determination. After
payment of the tender option fee, the fund effectively holds a demand
obligation that bears interest at the prevailing short-term tax-exempt
rate. In selecting tender option bonds for the funds, FMR will consider the
creditworthiness of the issuer of the underlying bond, the custodian, and
the third party provider of the tender option. In certain instances, a
sponsor may terminate a tender option if, for example, the issuer of the
underlying bond defaults on interest payments.
99ZERO COUPON BONDS do not make regular interest payments. Instead, they
are sold at a deep discount from their face value and are redeemed at face
value when they mature. Because zero coupon bonds do not pay current
income, their prices can be very volatile when interest rates change. In
calculating its daily dividend, a fund takes into account as income a
portion of the difference between a zero coupon bond's purchase price and
its face value.
100STANDBY COMMITMENTS are puts that entitle holders to same-day settlement
at an exercise price equal to the amortized cost of the underlying security
plus accrued interest, if any, at the time of exercise. Each fund may
acquire standby commitments to enhance the liquidity of portfolio
securities.
101Ordinarily a fund will not transfer a standby commitment to a third
party, although it could sell the underlying municipal security to a third
party at any time. A fund may purchase standby commitments separate from or
in conjunction with the purchase of securities subject to such commitments.
In the latter case, the fund would pay a higher price for the securities
acquired, thus reducing their yield to maturity.
102Issuers or financial intermediaries may obtain letters of credit or
other guarantees to support their ability to buy securities on demand. FMR
may rely upon its evaluation of a bank's credit in determining whether to
support an instrument supported by a letter of credit. In evaluating a
foreign bank's credit, FMR will consider whether adequate public
information about the bank is available and whether the bank may be subject
to unfavorable political or economic developments, currency controls, or
other governmental restrictions that might affect the bank's ability to
honor its credit commitment.
103Standby commitments are subject to certain risks, including the ability
of issuers of standby commitments to pay for securities at the time the
commitments are exercised; the fact that standby commitments are not
marketable by the funds; and the possibility that the maturities of the
underlying securities may be different from those of the commitments.
104MUNICIPAL LEASE OBLIGATIONS. Each fund may invest a portion of its
assets in municipal leases and participation interests therein. These
obligations, which may take the form of a lease, an installment purchase,
or a conditional sale contract, are issued by state and local governments
and authorities to acquire land and a wide variety of equipment and
facilities. Generally, the funds will not hold such obligations directly as
a lessor of the property, but will purchase a participation interest in a
municipal obligation from a bank or other third party. A participation
interest gives a fund a specified, undivided interest in the obligation in
proportion to its purchased interest in the total amount of the obligation. 
105Municipal leases frequently have risks distinct from those associated
with general obligation or revenue bonds. State constitutions and statutes
set forth requirements that states or municipalities must meet to incur
debt. These may include voter referenda, interest rate limits, or public
sale requirements. Leases, installment purchases, or conditional sale
contracts (which normally provide for title to the leased asset to pass to
the governmental issuer) have evolved as a means for governmental issuers
to acquire property and equipment without meeting their constitutional and
statutory requirements for the issuance of debt. Many leases and contracts
include "non-appropriation clauses" providing that the governmental issuer
has no obligation to make future payments under the lease or contract
unless money is appropriated for such purposes by the appropriate
legislative body on a yearly or other periodic basis. Non-appropriation
clauses free the issuer from debt issuance limitations.
106FEDERALLY TAXABLE OBLIGATIONS. The funds do not intend to invest in
securities whose interest is federally taxable; however, from time to time,
each fund may invest a portion of its assets on a temporary basis in
fixed-income obligations whose interest is subject to federal income tax.
For example, each fund may invest in obligations whose interest is
federally taxable pending the investment or reinvestment in municipal
securities of proceeds from the sale of its shares or sales of portfolio
securities.
107Should a fund invest in federally taxable obligations, it would purchase
securities that in FMR's judgment are of high quality. These would include
obligations issued or guaranteed by the U.S. government or its agencies or
instrumentalities; obligations of domestic banks; and repurchase
agreements. The funds' standards for high-quality taxable obligations are
essentially the same as those described by Moody's Investors Service, Inc.
(Moody's) in rating corporate obligations within its two highest ratings of
Prime-1 and Prime-2, and those described by Standard & Poor's
Corporation (S&P) in rating corporate obligations within its two
highest ratings of A-1 and A-2.
108Proposals to restrict or eliminate the federal income tax exemption for
interest on municipal obligations are introduced before Congress from time
to time. Proposals also may be introduced before state legislatures that
would affect the state tax treatment of the funds' distributions. If such
proposals were enacted, the availability of municipal obligations and the
value of the funds' holdings would be affected and the Trustees would
reevaluate the funds' investment objectives and policies.
109Each fund anticipates being as fully invested as practicable in
municipal securities; however, there may be occasions when, as a result of
maturities of portfolio securities, sales of fund shares, or in order to
meet redemption requests, a fund may hold cash that is not earning income.
In addition, there may be occasions when, in order to raise cash to meet
redemptions, a fund may be required to sell securities at a loss.
110REPURCHASE AGREEMENTS. In a repurchase agreement, a fund purchases a
security and simultaneously commits to resell that security to the seller
at an agreed-upon price on an agreed-upon date within a number of days from
the date of purchase. The resale price reflects the purchase price plus an
agreed-upon incremental amount which is unrelated to the coupon rate or
maturity of the purchased security. A repurchase agreement is a taxable
obligation which involves the obligation of the seller to pay the
agreed-upon price, which obligation is in effect secured by the value (at
least equal to the amount of the agreed-upon resale price and marked to
market daily) of the underlying security. Each fund may engage in
repurchase agreements with respect to any security in which it is
authorized to invest. While it does not presently appear possible to
eliminate all risks from these transactions (particularly the possibility
of a decline in the market value of the underlying securities, as well as
delays and costs to a fund in connection with bankruptcy proceedings), it
is each fund's policy to limit repurchase agreement transactions to parties
whose creditworthiness has been reviewed and found satisfactory by FMR.
111REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a fund
sells a portfolio instrument to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase the instrument
at a particular price and time. While a reverse repurchase agreement is
outstanding, a fund will maintain appropriate liquid assets in a segregated
custodial account to cover its obligation under the agreement. Each fund
will enter into reverse repurchase agreements only with parties whose
creditworthiness has been found satisfactory by FMR. Such transactions may
increase fluctuations in the market value of a fund's assets and may be
viewed as a form of leverage.
112ILLIQUID INVESTMENTS are investments that cannot be sold or disposed of
in the ordinary course of business at approximately the prices at which
they are valued. Under the supervision of the Board of Trustees, FMR
determines the liquidity of a fund's investments and, through reports from
FMR, the Board monitors investments in illiquid instruments. In determining
the liquidity of a fund's investments, FMR may consider various factors,
including (1) the frequency of trades and quotations, (2) the number of
dealers and prospective purchasers in the marketplace, (3) dealer
undertakings to make a market, (4) the nature of the security (including
any demand or tender features), and (5) the nature of the marketplace for
trades (including the ability to assign or offset the fund's rights and
obligations relating to the investment). Investments currently considered
by each fund to be illiquid include over-the-counter options. Also, FMR may
determine some restricted securities and municipal lease obligations to be
illiquid. However, with respect to over-the-counter options a fund writes,
all or a portion of the value of the underlying instrument may be illiquid
depending on the assets held to cover the option and the nature and terms
of any agreement the fund may have to close out the option before
expiration. In the absence of market quotations, illiquid investments are
priced at fair value as determined in good faith by a committee appointed
by the Board of Trustees. If through a change in values, net assets, or
other circumstances, a fund were in a position where more than 10% its net
assets were invested in illiquid securities it would seek to take
appropriate steps to protect liquidity.
113RESTRICTED SECURITIES generally can be sold in privately negotiated
transactions, pursuant to an exemption from registration under the
Securities Act of 1933, or in a registered public offering. Where
registration is required, a fund may be obligated to pay all or part of the
registration expense and a considerable period may elapse between the time
it decides to seek registration and the time the fund may be permitted to
sell a security under an effective registration statement. If, during such
a period, adverse market conditions were to develop, a fund might obtain a
less favorable price than prevailed when it decided to seek registration of
the security.
114LOWER-RATED MUNICIPAL SECURITIES. Aggressive Tax-Free and High Yield may
each invest a portion of their assets in lower-rated municipal securities
as described in the Prospectus. 
115While the market for municipal securities is considered to be adequate,
adverse publicity and changing investor perceptions may affect the ability
of outside pricing services used by the funds to value portfolio
securities, and the funds' ability to dispose of lower-rated bonds. The
outside pricing services are consistently monitored to assure that
securities are valued by a method that the Boards of Trustees believe
accurately reflects fair value. The impact of changing investor perceptions
may be especially pronounced in markets where municipal securities are
thinly traded.
116The funds may choose, at their expense, or in conjunction with others,
to pursue litigation or otherwise exercise their rights as a security
holder to protect the interests of security holders if they determine this
to be in the best interest of fund shareholders.
117INDEXED SECURITIES. Each fund may purchase securities whose prices are
indexed to the prices of other securities, securities indices, or other
financial indicators. Indexed securities typically, but not always, are
debt securities or deposits whose value at maturity or coupon rate is
determined by reference to a specific instrument or statistic. Indexed
securities may have principal payments as well as coupon payments that
depend on the performance of one or more interest rates. Their coupon rates
or principal payments may change by several percentage points for every 1%
interest rate change. One example of indexed securities is inverse
floaters.
118The performance of indexed securities depends to a great extent on the
performance of the security or other instrument to which they are indexed,
and may also be influenced by interest rate changes. At the same time,
indexed securities are subject to the credit risks associated with the
issuer of the security, and their values may decline substantially if the
issuer's creditworthiness deteriorates. Indexed securities may be more
volatile than the underlying instruments.
119LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS. Each fund has filed a
notice of eligibility for exclusion from the definition of the term
"commodity pool operator" with the Commodity Futures Trading Commission
(CFTC) and the National Futures Association, which regulate trading in the
futures markets. The funds intend to comply with Section 4.5 of the
regulations under the Commodity Exchange Act which limits the extent to
which a fund can commit assets to initial margin deposits and option
premiums.
120In addition, a fund will not: (a) sell futures contracts, purchase put
options, or write call options if, as a result, more than 25% of the fund's
total assets would be hedged with futures and options under normal
conditions; (b) purchase futures contracts or write put options if, as a
result, the fund's total obligations upon settlement or exercise of
purchased futures contracts and written put options would exceed 25% of its
total assets; or (c) purchase call options if, as a result, the current
value of option premiums for call options purchased by the fund would
exceed 5% of the fund's total assets. These limitations do not apply to
options attached to or acquired or traded together with their underlying
securities, and do not apply to securities that incorporate features
similar to options.
121The above limitations on the funds' investments in futures contracts and
options, and the funds' policies regarding futures contracts and options
discussed elsewhere in this Statement of Additional Information, are not
fundamental policies and may be changed as regulatory agencies permit.
122FUTURES CONTRACTS. When a fund purchases a futures contract, it agrees
to purchase a specified underlying instrument at a specified future date.
When a fund sells a futures contract, it agrees to sell the underlying
instrument at a specified future date. The price at which the purchase and
sale will take place is fixed when the fund enters into the contract. Some
currently available futures contracts are based on specific securities,
such as U.S. Treasury bonds or notes, and some are based on indices of
securities prices, such as the Bond Buyer Municipal Bond Index. Futures can
be held until their delivery dates, or can be closed out before then if a
liquid secondary market is available.
123The value of a futures contract tends to increase and decrease in tandem
with the value of its underlying instrument. Therefore, purchasing futures
contracts will tend to increase a fund's exposure to positive and negative
price fluctuations in the underlying instrument, much as if it had
purchased the underlying instrument directly. When a fund sells a futures
contract, by contrast, the value of its futures position will tend to move
in a direction contrary to the market. Selling futures contracts,
therefore, will tend to offset both positive and negative market price
changes, much as if the underlying instrument had been sold.
124FUTURES MARGIN PAYMENTS. The purchaser or seller of a futures contract
is not required to deliver or pay for the underlying instrument unless the
contract is held until the delivery date. However, both the purchaser and
seller are required to deposit "initial margin" with a futures broker,
known as a futures commission merchant (FCM), when the contract is entered
into. Initial margin deposits are typically equal to a percentage of the
contract's value. If the value of either party's position declines, that
party will be required to make additional "variation margin" payments to
settle the change in value on a daily basis. The party that has a gain may
be entitled to receive all or a portion of this amount. Initial and
variation margin payments do not constitute purchasing securities on margin
for purposes of a fund's investment limitations. In the event of the
bankruptcy of an FCM that holds margin on behalf of a fund, the fund may be
entitled to return of margin owed to it only in proportion to the amount
received by the FCM's other customers, potentially resulting in losses to
the fund.
125PURCHASING PUT AND CALL OPTIONS. By purchasing a put option, a fund
obtains the right (but not the obligation) to sell the option's underlying
instrument at a fixed strike price. In return for this right, the fund pays
the current market price for the option (known as the option premium).
Options have various types of underlying instruments, including specific
securities, indices of securities prices, and futures contracts. The fund
may terminate its position in a put option it has purchased by allowing it
to expire or by exercising the option. If the option is allowed to expire,
the fund will lose the entire premium it paid. If the fund exercises the
option, it completes the sale of the underlying instrument at the strike
price. A fund may also terminate a put option position by closing it out in
the secondary market at its current price, if a liquid secondary market
exists.
126The buyer of a typical put option can expect to realize a gain if
security prices fall substantially. However, if the underlying instrument's
price does not fall enough to offset the cost of purchasing the option, a
put buyer can expect to suffer a loss (limited to the amount of the premium
paid, plus related transaction costs).
127The features of call options are essentially the same as those of put
options, except that the purchaser of a call option obtains the right to
purchase, rather than sell, the underlying instrument at the option's
strike price. A call buyer typically attempts to participate in potential
price increases of the underlying instrument with risk limited to the cost
of the option if security prices fall. At the same time, the buyer can
expect to suffer a loss if security prices do not rise sufficiently to
offset the cost of the option.
128WRITING PUT AND CALL OPTIONS. When a fund writes a put option, it takes
the opposite side of the transaction from the option's purchaser. In return
for receipt of the premium, the fund assumes the obligation to pay the
strike price for the option's underlying instrument if the other party to
the option chooses to exercise it. When writing an option on a futures
contract a fund will be required to make margin payments to an FCM as
described above for futures contracts. A fund may seek to terminate its
position in a put option it writes before exercise by closing out the
option in the secondary market at its current price. If the secondary
market is not liquid for a put option a fund has written, however, the fund
must continue to be prepared to pay the strike price while the option is
outstanding, regardless of price changes, and must continue to set aside
assets to cover its position.
129If security prices rise, a put writer would generally expect to profit,
although its gain would be limited to the amount of the premium it
received. If security prices remain the same over time, it is likely that
the writer will also profit, because it should be able to close out the
option at a lower price. If security prices fall, the put writer would
expect to suffer a loss. This loss should be less than the loss from
purchasing the underlying instrument directly, however, because the premium
received for writing the option should mitigate the effects of the decline.
130Writing a call option obligates a fund to sell or deliver the option's
underlying instrument, in return for the strike price, upon exercise of the
option. The characteristics of writing call options are similar to those of
writing put options, except that writing calls generally is a profitable
strategy if prices remain the same or fall. Through receipt of the option
premium, a call writer mitigates the effects of a price decline. At the
same time, because a call writer must be prepared to deliver the underlying
instrument in return for the strike price, even if its current value is
greater, a call writer gives up some ability to participate in security
price increases.
131COMBINED POSITIONS. A fund may purchase and write options in combination
with each other, or in combination with futures or forward contracts, to
adjust the risk and return characteristics of the overall position. For
example, a fund may purchase a put option and write a call option on the
same underlying instrument, in order to construct a combined position whose
risk and return characteristics are similar to selling a futures contract.
Another possible combined position would involve writing a call option at
one strike price and buying a call option at a lower price, in order to
reduce the risk of the written call option in the event of a substantial
price increase. Because combined options positions involve multiple trades,
they result in higher transaction costs and may be more difficult to open
and close out.
132CORRELATION OF PRICE CHANGES. Because there are a limited number of
types of exchange-traded options and futures contracts, it is likely that
the standardized contracts available will not match a fund's current or
anticipated investments exactly. A fund may invest in options and futures
contracts based on securities with different issuers, maturities, or other
characteristics from the securities in which it typically invests, which
involves a risk that the options or futures position will not track the
performance of the fund's other investments.
133Options and futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments match a fund's
investments well. Options and futures prices are affected by such factors
as current and anticipated short-term interest rates, changes in volatility
of the underlying instrument, and the time remaining until expiration of
the contract, which may not affect security prices the same way. Imperfect
correlation may also result from differing levels of demand in the options
and futures markets and the securities markets, from structural differences
in how options and futures and securities are traded, or from imposition of
daily price fluctuation limits or trading halts. A fund may purchase or
sell options and futures contracts with a greater or lesser value than the
securities it wishes to hedge or intends to purchase in order to attempt to
compensate for differences in volatility between the contract and the
securities, although this may not be successful in all cases. If price
changes in a fund's options or futures positions are poorly correlated with
its other investments, the positions may fail to produce anticipated gains
or result in losses that are not offset by gains in other investments.
134LIQUIDITY OF OPTIONS AND FUTURES CONTRACTS. There is no assurance a
liquid secondary market will exist for any particular option or futures
contract at any particular time. Options may have relatively low trading
volume and liquidity if their strike prices are not close to the underlying
instrument's current price. In addition, exchanges may establish daily
price fluctuation limits for options and futures contracts, and may halt
trading if a contract's price moves upward or downward more than the limit
in a given day. On volatile trading days when the price fluctuation limit
is reached or a trading halt is imposed, it may be impossible for a fund to
enter into new positions or close out existing positions. If the secondary
market for a contract is not liquid because of price fluctuation limits or
otherwise, it could prevent prompt liquidation of unfavorable positions,
and potentially could require a fund to continue to hold a position until
delivery or expiration regardless of changes in its value. As a result, the
fund's access to other assets held to cover its options or futures
positions could also be impaired.
135OTC OPTIONS. Unlike exchange-traded options, which are standardized with
respect to the underlying instrument, expiration date, contract size, and
strike price, the terms of over-the-counter options (options not traded on
exchanges) generally are established through negotiation with the other
party to the option contract. While this type of arrangement allows a fund
greater flexibility to tailor an option to its needs, OTC options generally
involve greater credit risk than exchange-traded options, which are
guaranteed by the clearing organization of the exchanges where they are
traded.
136ASSET COVERAGE FOR FUTURES AND OPTIONS POSITIONS. Each fund will comply
with guidelines established by the SEC with respect to coverage of options
and futures strategies by mutual funds, and if the guidelines so require
will set aside appropriate liquid assets in a segregated custodial account
in the amount prescribed. Securities held in a segregated account cannot be
sold while the futures or option strategy is outstanding, unless they are
replaced with other suitable assets. As a result, there is a possibility
that segregation of a large percentage of a fund's assets could impede
portfolio management or the fund's ability to meet redemption requests or
other current obligations.
137EDUCATION. In general, there are two types of education-related bonds;
those issued to finance projects for public colleges and universities, and
those representing pooled interests in student loans. Bonds issued to
supply public educational institutions with funds are subject to the risk
of unanticipated revenue decline, primarily the result of decreasing
student enrollment. Among the factors that may affect enrollment are
restrictions on students' ability to pay tuition, availability of state and
federal funding, and general economic conditions.
138Student loan revenue bonds are backed by pools of student loans and are
generally offered by state (or substate) authorities or commissions.
Student loans are guaranteed by state guarantee agencies and reinsured by
the Department of Education. The risks associated with these issues is that
default on the student loans may result in prepayment to bondholders and an
earlier-than-anticipated retirement of the bond.
139ELECTRIC UTILITIES INDUSTRY. The electric utilities industry has been
experiencing, or may experience in the future, problems, including (a) the
effects of inflation upon construction and operating costs, (b) the
availability and cost of fuel, (c) the availability and cost of capital,
(d) the effects of conservation on energy demand, (e) the effects of
rapidly changing environmental, safety, and licensing requirements, and
other federal, state, and local regulations, (f) timely and sufficient rate
increases, (g) opposition to nuclear power, and (h) increased competition.
140HEALTH CARE INDUSTRY. The health care industry is subject to regulatory
action by a number of private and governmental agencies, including federal,
state, and local governmental agencies. A major source of revenues for the
health care industry is payments from the Medicare and Medicaid programs.
As a result, the industry is sensitive to legislative changes and
reductions in governmental spending for such programs. Numerous other
factors may affect the industry, such as general and local economic
conditions; demand for services; expenses (including malpractice insurance
premiums); and competition among health care providers. In the future, the
following elements may adversely affect health care facility operations:
adoption of legislation proposing a national health insurance program;
medical and technological advances which dramatically alter the need for
health services or the way in which such services are delivered; and
efforts by employers, insurers, and governmental agencies to reduce the
costs of health insurance and healthcare services.
141HOUSING. Housing revenue bonds are generally issued by a state, county,
city, local housing authority, or other public agency. They are secured by
the revenues derived from mortgages purchased with the proceeds of the bond
issue. It is extremely difficult to predict the supply of available
mortgages to be purchased with the proceeds of an issue or the future cash
flow from the underlying mortgages. Consequently, there are risks that
proceeds will exceed supply, resulting in early retirement of bonds, or
that homeowner repayments will create an irregular cash flow.
142Many factors may affect the financing of multi-family housing projects,
including acceptable completion of construction, proper management,
occupancy and rent levels, economic conditions, and changes to current laws
and regulations.
143PORTFOLIO TRANSACTIONS
144All orders for the purchase or sale of portfolio securities are placed
on behalf of the funds by FMR pursuant to authority contained in each
fund's management contract. FMR is also responsible for the placement of
transaction orders for other investment companies and accounts for which it
or its affiliates act as investment adviser. In selecting broker-dealers,
subject to applicable limitations of the federal securities laws, FMR will
consider various relevant factors, including, but not limited to, the size
and type of the transaction; the nature and character of the markets for
the security to be purchased or sold; the execution efficiency, settlement
capability and financial condition of the broker-dealer firm; the
broker-dealer's execution services rendered on a continuing basis; and the
reasonableness of any commissions.
145The funds may execute portfolio transactions with broker-dealers who
provide research and execution services to the funds or other accounts over
which FMR or its affiliates exercise investment discretion. Such services
may include advice concerning the value of securities; the advisability of
investing in, purchasing, or selling securities; the availability of
securities or the purchasers or sellers of securities; furnishing analyses
and reports concerning issuers, industries, securities, economic factors
and trends, portfolio strategy, and performance of accounts; and effecting
securities transactions and performing functions incidental thereto (such
as clearance and settlement). The selection of such broker-dealers
generally is made by FMR (to the extent possible consistent with execution
considerations), based upon the quality of research and execution services
provided.
146The receipt of research from broker-dealers that execute transactions on
behalf of the funds may be useful to FMR in rendering investment management
services to the funds or its other clients, and conversely, such
information provided by broker-dealers who have executed transaction orders
on behalf of other FMR clients may be useful to FMR in carrying out its
obligations to the funds. The receipt of such research has not reduced
FMR's normal independent research activities; however, it enables FMR to
avoid the additional expenses that could be incurred if FMR tried to
develop comparable information through its own efforts.
147Subject to applicable limitations of the federal securities laws,
broker-dealers may receive commissions for agency transactions that are in
excess of the amount of commissions charged by other broker-dealers in
recognition of their research and execution services. In order to cause the
funds to pay such higher commissions, FMR must determine in good faith that
such commissions are reasonable in relation to the value of the brokerage
and research services provided by such executing broker-dealers, viewed in
terms of a particular transaction or FMR's overall responsibilities to the
funds and its other clients. In reaching this determination, FMR will not
attempt to place a specific dollar value on the brokerage and research
services provided, or to determine what portion of the compensation should
be related to those services.
148FMR is authorized to use research services provided by and to place
portfolio transactions with brokerage firms that have provided assistance
in the distribution of shares of the funds or shares of other Fidelity
funds, to the extent permitted by law. FMR may use research services
provided by and place agency transactions with Fidelity Brokerage Services,
Inc. (FBSI), a subsidiary of FMR Corp., if the commissions are fair and
reasonable and comparable to commissions charged by non-affiliated,
qualified broker-dealer firms for similar services. 
149Section 11(a) of the Securities Exchange Act of 1934 prohibits members
of national securities exchanges from executing exchange transactions for
accounts which they or their affiliates manage, except    if certain
requirements are satisfied    . Pursuant to such re   quirements    , the
Board of Trustees    has authorized     FBSI to e   xecute        fund
    portfolio transactions on national securities exchanges    in
accordance with approved procedures and applicable SEC rules.    
150The Trustees periodically review FMR's performance of its
responsibilities in connection with the placement of portfolio transactions
on behalf of the funds and review the commissions paid by the funds over
representative periods of time to determine whether they are reasonable in
relation to the benefits to the funds.
151For the 1993 and 1992 fiscal years (ended November 30 for High Yield and
December 31 for    Aggressive Tax-Free and Limited Term    ),    the funds'
    annual portfolio turnover rates were as follows:
184   185  1993   186199   
                  2        
 
187Aggressive Tax-Free   188 54%    189 43%   
 
190High Yield            191 53%    192 47%   
 
193Limited Term          194 111%   195 50%   
 
152From time to time the Trustees will review whether the recapture for the
benefit of the funds of some portion of the brokerage commissions or
similar fees paid by the funds on portfolio transactions is legally
permissible and advisable. The funds seek to recapture soliciting
broker-dealer fees on the tender of portfolio securities, but at present no
other recapture arrangements are in effect. The Trustees intend to continue
to review whether recapture opportunities are available and are legally
permissible and, if so, to determine in the exercise of their business
judgment whether it would be advisable for the funds to seek such
recapture.
153Although the Trustees and officers of the funds are substantially the
same as those of other funds managed by FMR, investment decisions for each
of the funds are made independently from those of other funds managed by
FMR or accounts managed by FMR affiliates. It sometimes happens that the
same security is held in the portfolio of more than one of these funds or
accounts. Simultaneous transactions are inevitable when several funds are
managed by the same investment adviser, particularly when the same security
is suitable for the investment objective of more than one fund.
154When two or more funds are simultaneously engaged in the purchase or
sale of the same security, the prices and amounts are allocated in
accordance with a formula considered by the officers of the funds involved
to be equitable to each fund. In some cases this system could have a
detrimental effect on the price or value of the security as far as each of
the funds is concerned. In other cases, however, the ability of the funds
to participate in volume transactions will produce better executions and
prices for the funds. It is the current opinion of the Trustees that the
desirability of retaining FMR as investment adviser to the funds outweighs
any disadvantages that may be said to exist from exposure to simultaneous
transactions.
155VALUATION OF PORTFOLIO SECURITIES
156Valuations of portfolio securities furnished by the pricing service
employed by the funds are based upon a computerized matrix system or
appraisals by the pricing service, in each case in reliance upon
information concerning market transactions and quotations from recognized
municipal securities dealers. The methods used by the pricing service and
the quality of valuations so established are reviewed by officers of the
funds and FSC under the general supervision of the Trustees. There are a
number of pricing services available and the Trustees, on the basis of
on-going evaluation of these services, may use other pricing services or
discontinue the use of any pricing service in whole or in part.
157PERFORMANCE
158The funds may quote performance in various ways. All performance
information supplied by the funds in advertising is historical and is not
intended to indicate future returns. Each fund's share price, yield, and
total returns fluctuate in response to market conditions and other factors,
and the value of each fund's shares when redeemed may be more or less than
their original cost.
159YIELD CALCULATIONS. The funds' yields used in advertising are computed
by dividing a fund's interest income for a given 30-day or one-month
period, net of expenses, by the average number of shares entitled to
receive dividends during the period, dividing this figure by the fund's net
asset value per share at the end of the period, and annualizing the result
(assuming compounding of income) in order to arrive at an annual percentage
rate. Yields for Aggressive Tax-Free do not reflect the fund's 1%
redemption fee. Income is calculated for purposes of yield quotations in
accordance with standardized methods applicable to all stock and bond
funds. In general, interest income is reduced with respect to bonds trading
at a premium over their par value by subtracting a portion of the premium
from income on a daily basis, and is increased with respect to bonds
trading at a discount by adding a portion of the discount to daily income.
Capital gains and losses generally are excluded from the calculation.
160Income calculated for the purposes of determining the funds' yields
differs from income as determined for other accounting purposes. Because of
the different accounting methods used, and because of the compounding of
income assumed in yield calculations, a fund's yield may not equal its
distribution rate, the income paid to your account, or the income reported
in the fund's financial statements.
161A fund's tax-equivalent yield is the rate an investor would have to earn
from a fully taxable investment after taxes to equal the fund's tax-free
yield. Tax-equivalent yields are calculated by dividing a fund's yield by
the result of one minus a stated federal or combined federal and state tax
rate. (If only a portion of a fund's yield is tax-exempt, only that portion
is adjusted in the calculation.)
162The following table shows the effect of a shareholder's tax status on
effective yield under federal income tax laws for 199   4    . It shows the
approximate yield a taxable security must provide at various income
brackets to produce after-tax yields equivalent to those of hypothetical
tax-exempt obligations yielding from 4% to 7%. Of course, no assurance can
be given that the funds will achieve any specific tax-exempt yield. While
the funds invest principally in obligations whose interest is exempt from
federal income tax, other income received by the funds may be taxable.
163199   4     TAX RATES AND TAX-EQUIVALENT YIELDS
 
164   Federal  If individual tax-exempt yield is:
165 Single Return Joint Return Tax 4% 5% 6% 7%
166 Taxable Income:* Taxable Income:* Bracket**  Then taxable-equivalent
yield is:
167 $ 22,   751     - $    5    5,100    $        38,001     -    $    
   91,850     28 % 5.56% 6.94% 8.33% 9.72%
168 $    55,101     - $115,000 $    91,851     - $140,000 31        % 5.80
7.25 8.70 10.14
169 $115,001 - $250,000 $140,001 - $250,000 36        % 6.25 7.81 9.38
10.94
170 $250,001 - above $250,001 - above 39.6% 6.62 8.28 9.93 11.59
171*   Net amount subject to federal income tax after deductions and
exemptions. Assumes ordinary income only; does not include impact of
preferential rate on long-term capital gain income.
172** Excludes the impact of the phaseout of personal exemptions,
limitation on itemized deductions, and other credits, exclusions, and
adjustments which may raise a taxpayer's marginal tax rate. An increase in
a shareholder's marginal tax rate would increase that shareholder's
tax-equivalent yield.
173Each fund may invest a portion of its assets in obligations that are
subject to federal income tax. When a fund invests in these obligations,
its tax-equivalent yield will be lower. In the table above, tax-equivalent
yields are calculated assuming investments are 100% federally tax-free.
174Yield information may be useful in reviewing the funds' performance and
in providing a basis for comparison with other investment alternatives.
However, the funds' yields fluctuate, unlike investments that pay a fixed
interest rate over a stated period of time. When comparing investment
alternatives, investors should also note the quality and maturity of the
portfolio securities of the respective investment companies they have
chosen to consider.
175Investors should recognize that in periods of declining interest rates
the funds' yields will tend to be somewhat higher than prevailing market
rates, and in periods of rising interest rates the funds' yields will tend
to be somewhat lower. Also, when interest rates are falling, the inflow of
net new money to the funds from the continuous sale of its shares will
likely be invested in instruments producing lower yields than the balance
of the funds' holdings, thereby reducing the current yields of the funds.
In periods of rising interest rates, the opposite can be expected to occur.
176TOTAL RETURN CALCULATIONS. Total returns quoted in advertising reflect
all aspects of a fund's returns, including the effect of reinvesting
dividends and capital gain distributions (if any), and any change in the
fund's net asset value per share (NAV) over the period. Average annual
total returns are calculated by determining the growth or decline in value
of a hypothetical historical investment in a fund over a stated period, and
then calculating the annually compounded percentage rate that would have
produced the same result if the rate of growth or decline in value had been
constant over the period. For example, a cumulative total return of 100%
over ten years would produce an average annual total return of 7.18%, which
is the steady annual rate of return that would equal 100% growth on a
compounded basis in ten years. While average annual returns are a
convenient means of comparing investment alternatives, investors should
realize that the funds' performance is not constant over time, but changes
from year to year, and that average annual returns represent averaged
figures as opposed to the actual year-to-year performance of the funds.
177In addition to average annual returns, the funds may quote unaveraged or
cumulative total returns reflecting the simple change in value of an
investment over a stated period. Average annual and cumulative total
returns may be quoted as a percentage or as a dollar amount, and may be
calculated for a single investment, a series of investments, or a series of
redemptions, over any time period. Total returns may be broken down into
their components of income and capital (including capital gains and changes
in share price) in order to illustrate the relationship of these factors
and their contributions to total return. An example of this type of
illustration is given below.
178Total returns, yields, and other performance information may be quoted
numerically or in a table, graph, or similar illustration. Total returns
for Aggressive Tax-Free will generally not include the fund's 1% redemption
fee since this only affects shares held for less than 180 days. Excluding
the fund's redemption fee from a total return calculation produces a higher
total return figure. 
179NET ASSET VALUES. Charts and graphs using a fund's net asset value,
adjusted net asset value, and benchmark indices may be used to exhibit
performance. An adjusted NAV includes any distributions paid by the fund
and reflects all elements of its return. Unless otherwise indicated, the
fund's adjusted NAVs are not adjusted for sales charges, if any.
180HISTORICAL FUND RESULTS. The following table shows the funds' 30-day
yields and tax-equivalent yields (assuming a 31% federal income tax rate)
as of November 30, 1993 (High Yield) and December 31, 1993 (Aggressive
Tax-Free and Limited Term). The table also shows each fund's average annual
and cumulative total returns for the fiscal years ended November 30, 1993
(High Yield) and December 31, 1993 (Aggressive Tax-Free and Limited Term).
225   226     Average Annual Total Returns   227Cumulative Total Returns   
 
 
<TABLE>
<CAPTION>
<S>   <C>         <C>             <C>       <C>       <C>        <C>       <C>        <C>       
228   22930-Day   230Tax-Equiva   231One    232Five   233Ten     234One    235Five    236Ten    
                  lent                                                                          
 
237   238Yield    239Yield        240Year   241Year   242Years   243Year   244Years   245Year   
                                            s                                         s         
 
</TABLE>
 
 
 
 
 
 
<TABLE>
<CAPTION>
<S>                           
<C>             <C>             <C>              <C>              <C>              <C>              <C>              <C>            
   Aggressive Tax-Free*       
    5.63%           8.80%           13.63%           10.29%           11.27%           13.63%           63.20%         142.75%    
 
High Yield                    
    5.34            8.34            11.92            10.24            10.83            11.92            62.80            179.57     
 
Limited Term                  
    4.70            7.34            12.24             9.26             9.73            12.24            55.69            153.02     
 
</TABLE>
 
181* Ten-year figures are life of fund, September 13, 1985 (commencement of
operations) through December 31, 1993.
182Note: The yields and total return figures for Aggressive Tax-Free do not
include the effect of paying the fund's 1% redemption fee applied to shares
held for less than 180 days.
183The following tables show the income and capital elements of each fund's
total returns and compares them to the cost of living (as measured by the
Consumer Price Index, or CPI) over the same period. During the periods
quoted, interest rates and bond prices fluctuated widely; thus the tables
should not be considered representative of the dividend income or capital
gain or loss that could be realized from an investment in the funds today.
184AGGRESSIVE TAX-FREE. During the period from September 13, 1985
(commencement of operations) through December 31, 1993, a hypothetical
$10,000 investment in Aggressive Tax-Free would have grown to
$   24,294    , assuming all distributions were reinvested.
250AGGRESSIVE TAX-FREE   251INDEX   
 
 
<TABLE>
<CAPTION>
<S>               <C>            <C>           <C>              <C>        <C>           
252               253Value of    254Value of   255Value of      256        257           
 
258               259Initial     260Reinvest   261Reinvested    262        263Cost       
                                 ed                                                      
 
264Period Ended   265$10,000     266Income     267Capital       268Total   269of         
                                               Gain                                      
 
270December 31    271Investmen   272Dividend   273Distributio   274Value   275Living**   
                  t              s             ns                                        
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>        <C>              <C>              <C>           <C>              <C>              
2761993       $12,340          $10,960          $994          $24,294       277$   13,       
                                                                               500           
 
2781992    11,880           9,152            330           21,362           27913,1          
                                                                            39               
 
2801991    11,800           7,669            99            19,568           28112,7          
                                                                            69               
 
2821990    11,430           6,077            0             17,507           28312,3          
                                                                            89               
 
2841989    11,490           4,798            0             16,288           28511,6          
                                                                            76               
 
2861988    11,330           3,544            0             14,874           28711,1          
                                                                            57               
 
2881987    10,820           2,296            0             13,116           28910,6          
                                                                            85               
 
2901986    11,560           1,373            0             12,933           29110,2          
                                                                            31               
 
2921985*   10,660           324              0             10,984           29310,1          
                                                                            20               
 
</TABLE>
 
185 * From commencement of operations, September 13, 1985.
186** From month-end closest to initial investment date.
187Explanatory Notes: With an initial investment of $10,000 made on
September 13, 1985, the net amount invested in fund shares was $10,000. The
cost of the initial investment ($10,000), together with the aggregate cost
of reinvested dividends and capital gain distributions for the period
covered (their cash value at the time they were reinvested), amounted to
$   21,209    . If distributions had not been reinvested, the amount of
distributions earned from the fund over time would have been smaller, and
cash payments for the period would have amounted to $   7,288     for
income dividends and    $530     for capital gain distributions. If FMR had
not reimbursed certain fund expenses during the periods shown above, the
fund's total returns would have been lower. Tax consequences of different
investments have not been factored into the above figures. The total return
figures do not include the effect of paying the fund's 1% redemption fee
applied to shares held for less than 180 days.
188HIGH YIELD. During the period from November 30, 1983 through November
30, 1993, a hypothetical $10,000 investment in High Yield would have grown
to    $27,957    , assuming all distributions were reinvested.
298HIGH YIELD   299INDEX   
 
 
<TABLE>
<CAPTION>
<S>              <C>            <C>           <C>              <C>        <C>         
300              301Value of    302Value of   303Value of      304        305         
 
306              307Initial     308Reinvest   309Reinvested    310        311Cost     
                                ed                                                    
 
312Year Ended    313$10,000     314Income     315Capital       316Total   317of       
                                              Gain                                    
 
318November 30   319Investmen   320Dividend   321Distributio   322Value   323Living   
                 t              s             ns                                      
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>       <C>               <C>               <C>               <C>                <C>               
3241993      325$11,8          326$13,7          327$2,40          328$27,95          329$14,4       
             44                11                2                 7                  07             
 
3301992      33111,38          33211,66          3331,931          33424,980          33514,03       
             8                 2                                                      2              
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>    <C>              <C>             <C>            <C>             <C>             
1991       11,361          10,092          1,632          23,085          13,617       
 
1990       11,289          8,539           1,231          21,060          13,221       
 
1989       11,459           7,234          644            19,337          12,441       
 
1988       10,931           5,642          600            17,173          11,887       
 
1987       10,519           4,245          578            15,342          11,403       
 
1986       12,328           3,682          47             16,056          10,909       
 
1985       11,003           2,244          0              13,247          10,771       
 
1984       9,848            1,009          0              10,857          10,405       
 
</TABLE>
 
189Explanatory Notes: With an initial investment of $10,000 made on
November 30, 1983, the net amount invested in fund shares was $10,000. The
cost of the initial investment ($10,000), together with the aggregate cost
of reinvested dividends and capital gain distributions for the period
covered (their cash value at the time they were reinvested), amounted to
$   25,138    . If distributions had not been reinvested, the amount of
distributions earned from the fund over time would have been smaller, and
cash payments for the period would have amounted to $   8,163     for
income dividends and    $1,379     for capital gain distributions. Tax
consequences of different investments have not been factored into the above
figures.
190LIMITED TERM. During the period from December 31, 1983 through December
31, 1993, a hypothetical $10,000 investment in Limited Term would have
grown to    $25,302    , assuming all distributions were reinvested. 
338LIMITED TERM   339INDEX   
 
 
<TABLE>
<CAPTION>
<S>              <C>            <C>           <C>              <C>        <C>         
340              341Value of    342Value of   343Value of      344        345         
 
346              347Initial     348Reinvest   349Reinvested    350        351Cost     
                                ed                                                    
 
352Year Ended    353$10,000     354Income     355Capital       356Total   357of       
                                              Gain                                    
 
358December 31   359Investmen   360Dividend   361Distributio   362Value   363Living   
                 t              s             ns                                      
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>       <C>                <C>                <C>                <C>                 <C>               
3641993      365$12,44          366$11,57          367$1,282          368$25,302          369$14,3       
             1                  9                                                         93             
 
3701992      37111,955          3729,926        373   661             37422,543           37514,00       
                                                                                          8              
 
3761991      37711,856          3788,560        379   426             38020,841           38113,61       
                                                                                          3              
 
3821990      38311,544          3847,100        385   100             38618,744           38713,20       
                                                                                          8              
 
3881989      38911,594          3905,929        391     0             39217,523           39312,44       
                                                                                          8              
 
3941988      39511,494          3964,757        397     0             39816,252           39911,89       
                                                                                          5              
 
4001987      40111,333          4023,685        403     0             40415,018           40511,39       
                                                                                          2              
 
4061986      40711,930          4082,918        409     0             41014,848           41110,90       
                                                                                          8              
 
4121985      41311,059          4141,831        415     0             41612,890           41710,79       
                                                                                          0              
 
4181984      41910,149          420838          421     0             42210,987           42310,39       
                                                                                          5              
 
</TABLE>
 
191Explanatory Notes: With an initial investment of $10,000 made on
December 31, 1983, the net amount invested in fund shares was $10,000. The
cost of the initial investment ($10,000), together with the aggregate cost
of reinvested dividends and capital gain distributions for the period
covered (their cash value at the time they were reinvested), amounted to
$   21,927    . If distributions had not been reinvested, the amount of
distributions earned from the fund over time would have been smaller, and
cash payments for the period would have amounted to    $7,468     for
income dividends and $   672     for capital gain distributions. If FMR had
not reimbursed certain fund expenses during the periods shown above, the
fund's total returns would have been lower. Tax consequences of different
investments have not been factored into the above figures.
192A fund's performance may be compared to the performance of other mutual
funds in general, or to the performance of particular types of mutual
funds.  These comparisons may be expressed as mutual fund rankings prepared
by Lipper Analytical Services, Inc. (Lipper), an independent service
located in Summit, New Jersey that monitors the performance of mutual
funds. Lipper generally ranks funds on the basis of total return, assuming
reinvestment of distributions, but does not take sales charges or
redemption fees into consideration, and is prepared without regard to tax
consequences. Lipper may also rank funds based on yield. In addition to the
mutual fund rankings, a fund's performance may be compared to mutual fund
performance indices prepared by Lipper. 
193From time to time, a fund's performance may also be compared to other
mutual funds tracked by financial or business publications and periodicals.
For example, the fund may quote Morningstar, Inc. in its advertising
materials. Morningstar, Inc. is a mutual fund rating service that rates
mutual funds on the basis of risk-adjusted performance. Rankings that
compare the performance of Fidelity funds to one another in appropriate
categories over specific periods of time may also be quoted in advertising.
194The funds may also quote the Lehman Brothers Muni bond Index   ,     an
index of municipal bonds that have been issued within the last five years
as part of a deal of at least $50 million. The index includes issues with
maturities of at least two years and those rated at least Baa by Moody's or
BBB by S&P. The index excludes bonds subject to the federal alternative
minimum tax.
195Fidelity may provide information designed to help individuals understand
their investment goals and explore various financial strategies. For
example, Fidelity's FundMatchsm Program includes a workbook describing
general principles of investing, such as asset allocation, diversification,
risk tolerance, and goal setting; a questionnaire designed to help create a
personal financial profile; and an action plan offering investment
alternatives. Materials may also include discussions of Fidelity's three
asset allocation funds and other Fidelity funds, products, and services.
196Ibbotson Associates of Chicago, Illinois (Ibbotson) provides historical
returns of the capital markets in the United States, including common
stocks, small capitalization stocks, long-term corporate bonds,
intermediate-term government bonds, long-term government bonds, Treasury
bills, the U.S. rate of inflation (based on the CPI), and combinations of
various capital markets. The performance of these capital markets is based
on the returns of different indices. 
197Fidelity funds may use the performance of these capital markets in order
to demonstrate general risk-versus-reward investment scenarios. Performance
comparisons may also include the value of a hypothetical investment in any
of these capital markets. The risks associated with the security types in
any capital market may or may not correspond directly to those of the
funds. Ibbotson calculates total returns in the same method as the funds.
The funds may also compare performance to that of other compilations or
indices that may be developed and made available in the future. 
198The funds may compare their performance or the performance of securities
in which they may invest to averages published by IBC USA (Publications),
Inc. of Ashland, Massachusetts. These averages assume reinvestment of
distributions. The Bond Fund Report AverageS(Trade mark)/   Municipal    ,
which is reported in the BOND FUND REPORT (Trade mark), covers over
   361     Tax-Free bond funds. When evaluating comparisons to money market
funds, investors should consider the relevant differences in investment
objectives and policies. Specifically, money market funds invest in
short-term, high-quality instruments and seek to maintain a stable $1.00
share price. The fund   s    , however, invest        in longer-term
instruments and    their share prices change     daily in response to a
variety of factors.
199A fund may compare and contrast in advertising the relative advantages
of investing in a mutual fund versus an individual municipal bond. Unlike
tax-free mutual funds, individual municipal bonds offer a stated rate of
interest and, if held to maturity, repayment of principal. Although some
individual municipal bonds might offer a higher return, they do not offer
the reduced risk of a mutual fund that invests in many different
securities. The initial investment requirements and sales charges of many
tax-free mutual funds are lower than the purchase cost of individual
municipal bonds, which are generally issued in $5,000 denominations and are
subject to direct brokerage costs.
200In advertising materials, Fidelity may reference or discuss its products
and services, which may include: other Fidelity funds; retirement
investing; brokerage products and services; the effects of periodic
investment plans and dollar cost averaging; saving for college; charitable
giving; and the Fidelity credit card. In addition, Fidelity may quote
financial or business publications and periodicals, including model
portfolios or allocations, as they relate to fund management, investment
philosophy, and investment techniques. Fidelity may also reprint, and use
as advertising and sales literature, articles from Fidelity Focus, a
quarterly magazine provided free of charge to Fidelity fund shareholders.
201A fund may present its fund number, Quotron(Trade mark) number, and
CUSIP number, and discuss or quote its current portfolio manager.
202A fund may advertise examples of the effects of periodic investment
plans, including the principle of dollar cost averaging. In such a program,
an investor invests a fixed dollar amount in a fund at periodic intervals,
thereby purchasing fewer shares when prices are high and more shares when
prices are low. While such a strategy does not assure a profit or guard
against loss in a declining market, the investor's average cost per share
can be lower than if fixed numbers of shares are purchased at the same
intervals. In evaluating such a plan, investors should consider their
ability to continue purchasing shares during periods of low price levels.
203According to the Investment Company Institute, over the past ten years,
assets in tax-exempt funds increased from $45 billion in 1984 to
approximately $291 billion at the end of 1992. As of December 31, 1993, FMR
advised 42 tax-free funds with a total value of over $   25     billion in
assets.
204ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
Each fund is open for business and its net asset value per share (NAV) is
calculated each day the New York Stock Exchange (NYSE) is open for trading.
The NYSE has designated the following holiday closings for 1994:
Washington's Birthday (observed), Good Friday, Memorial Day (observed),
Independence Day, Labor Day, Thanksgiving Day, and Christmas Day
(observed). Although FMR expects the same holiday schedule, with the
addition of New Year's Day, to be observed in the future, the NYSE may
modify its holiday schedule at any time.
FSC normally determines each fund's NAV as of the close of the NYSE
(normally 4:00 p.m. Eastern time). However, NAV may be calculated earlier
if trading on the NYSE is restricted or as permitted by the SEC. To the
extent that portfolio securities are traded in other markets on days when
the NYSE is closed, a fund's NAV may be affected on days when investors do
not have access to the fund to purchase or redeem shares.
If the Trustees determine that existing conditions make cash payments
undesirable, redemption payments may be made in whole or in part in
securities or other property, valued for this purpose as they are valued in
computing a fund's NAV. Shareholders receiving securities or other property
on redemption may realize a gain or loss for tax purposes, and will incur
any costs of sale, as well as the associated inconveniences.
Pursuant to Rule 11a-3 under the Investment Company Act of 1940 (the 1940
Act), each fund is required to give shareholders at least 60 days' notice
prior to terminating or modifying its exchange privilege. Under the Rule,
the 60-day notification requirement may be waived if (i) the only effect of
a modification would be to reduce or eliminate an administrative fee,
redemption fee, or deferred sales charge ordinarily payable at the time of
an exchange, or (ii) the fund suspends the redemption of the shares to be
exchanged as permitted under the 1940 Act or the rules and regulations
thereunder, or the fund to be acquired suspends the sale of its shares
because it is unable to invest amounts effectively in accordance with its
investment objective and policies.
In the Prospectus, each fund has notified shareholders that it reserves the
right at any time, without prior notice, to refuse exchange purchases by
any person or group if, in FMR's judgment, the fund would be unable to
invest effectively in accordance with its investment objective and
policies, or would otherwise potentially be adversely affected.
205DISTRIBUTIONS AND TAXES
206DISTRIBUTIONS. If you request to have distributions mailed to you and
the U.S. Postal Service cannot deliver your checks, or if your checks
remain uncashed for six months, Fidelity may reinvest your distributions at
the then-current NAV. All subsequent distributions will then be reinvested
until you provide Fidelity with alternate instructions.
207DIVIDENDS. To the extent that the funds' income is derived from
federally tax-exempt interest, the daily dividends declared by each fund
are also federally tax-exempt. The funds will send each shareholder a
notice in January describing the tax status of dividends and capital gain
distributions (if any) for the prior year.
208Shareholders are required to report tax-exempt income on their federal
tax returns. Shareholders who earn other income, such as Social Security
benefits, may be subject to federal income tax on up to one half of such
benefits to the extent that their income, including tax-exempt income,
exceeds certain base amounts.
209The funds purchase municipal obligations based on opinions of bond
counsel regarding the federal income tax status of the obligations. These
opinions generally will be based upon covenants by the issuers regarding
continuing compliance with federal tax requirements. If the issuer of an
obligation fails to comply with its covenants at any time, interest on the
obligation could become federally taxable retroactive to the date the
obligation was issued.
As a result of the Tax Reform Act of 1986, interest on certain "private
activity" securities (referred to as "qualified bonds" in the Internal
Revenue Code) is subject to the federal alternative minimum tax (AMT),
although the interest continues to be excludable from gross income for
other tax purposes. Interest from private activity securities will be
considered tax-exempt for purposes of the funds' policies of investing so
that at least 80% of assets are invested in federally tax-exempt municipal
securities, or at least 80% of their income is free from federal income
tax, as the case may be. Interest from private activity securities is a
tax-preference item for the purposes of determining whether a taxpayer is
subject to the AMT and the amount of AMT to be paid, if any. Private
activity securities issued after August 7, 1986 to benefit a private or
industrial user or to finance a private facility are affected by this rule.
210It is the current position of the Staff of the SEC that a fund which
uses the word "tax-free" in its name may not derive more than 20% of its
income from municipal obligations whose interest is a preference item for
purposes of the AMT. Under this position, at least 80% of each fund's
income distributions would have to be exempt from the AMT as well as
federal taxes. Corporate investors should note that a tax preference item
for purposes of the corporate AMT is 75% of the amount by which adjusted
current earnings (which includes tax-exempt interest) exceed the
alternative minimum taxable income of the corporation. If a shareholder
receives an exempt-interest dividend and sells shares at a loss after
holding them for a period of six months or less, the loss will be
disallowed to the extent of the amount of exempt-interest dividend.
211The funds, except for Aggressive Tax-Free, do not currently intend to
purchase private activity securities whose interest is a tax preference
item for purposes of the AMT. Nevertheless, the funds reserve the right to
purchase such obligations in the future, subject to notice to shareholders,
if their respective Board of Trustees determines that it is in the best
interest of the shareholders to do so.
CAPITAL GAIN DISTRIBUTIONS. Long-term capital gains earned by the funds on
the sale of securities and distributed to shareholders are federally
taxable as long-term capital gains, regardless of the length of time that
shareholders have held their shares. If a shareholder receives a long-term
capital gain distribution on shares of a fund and such shares are held six
months or less and are sold at a loss, the portion of the loss equal to the
amount of the long-term capital gain distribution will be considered a
long-term loss for tax purposes.
A portion of the gain on bonds purchase   d     at a discount after April
30, 1993 and short-term capital gains distributed by the funds are
federally taxable to shareholders as dividends, not as capital gains.
Distributions from short-term capital gains do not qualify for the
dividends-received deduction. Dividend distributions resulting from a
recharacterization of gain from the sale of bonds purchased at a discount
after April 30, 1993 are not considered income for purposes of the funds'
80%    policies discussed above    .
212TAX STATUS OF THE FUNDS. Each fund has qualified and intends to continue
to qualify each year as a "regulated investment company" for tax purposes,
so that it will not be liable for federal tax at the fund level on income
and capital gains distributed to shareholders. In order to qualify as a
regulated investment company and avoid being subject to federal income or
excise taxes, each fund intends to distribute substantially all of its net
investment income and net realized capital gains (if any) within each
calendar year as well as on a fiscal year basis. Each fund also intends to
comply with other tax rules applicable to regulated investment companies,
including a requirement that capital gains from the sale of securities held
less than three months constitute less than 30% of each fund's gross income
for each fiscal year. Gains from some futures contracts and options are
included in this 30% calculation, which may limit a fund's investment in
such instruments. Fidelity Municipal Trust treats each of its funds
(including Aggressive Tax-Free) as a separate entity for tax purposes.
Fidelity Court Street Trust (including High Yield) treats each of its funds
as a separate entity for tax purposes. Fidelity School Street Trust
(including Limited Term Municipals) treats each of its funds as a separate
entity for tax purposes.
213OTHER TAX INFORMATION. The information above is only a summary of some
of the tax considerations generally affecting the funds and their
shareholders; no attempt has been made to discuss individual tax
consequences. Distributions from the funds may be subject to state and
local taxes. Investors should consult their tax advisers to determine
whether the funds are suitable to their particular tax situation.
214FMR
215FMR is a wholly owned subsidiary of FMR Corp., a parent company
organized in 1972. At present, the principal operating activities of FMR
Corp. are those conducted by three of its divisions as follows: FSC, which
is the transfer and shareholder servicing agent for certain of the funds
advised by FMR; Fidelity Investments Institutional Operations Company,
which performs shareholder servicing functions for certain institutional
customers; and Fidelity Investments Retail Marketing Company, which
provides marketing services to various companies within the Fidelity
organization.
216Several affiliates of FMR are also engaged in the investment advisory
business. Fidelity Management Trust Company provides trustee, investment
advisory, and administrative services to retirement plans and corporate
employee benefit accounts. Fidelity Management & Research (U.K.) Inc.
(FMR U.K.) and Fidelity Management & Research (Far East) Inc. (FMR Far
East), both wholly owned subsidiaries of FMR formed in 1986, supply
investment research, and may supply portfolio management services, to FMR
in connection with certain funds advised by FMR. Analysts employed by FMR,
FMR U.K., and FMR Far East research and visit thousands of domestic and
foreign companies each year. FMR Texas, a wholly owned subsidiary of FMR
formed in 1989, supplies portfolio management and research services in
connection with certain money market funds advised by FMR.
217TRUSTEES AND OFFICERS
218The Trustees and executive officers of the trusts are listed below.
Except as indicated, each individual has held the office shown or other
offices in the same company for the last five years. All persons named as
Trustees and officers also serve in similar capacity for other funds
advised by FMR. Unless otherwise noted, the business address of each
Trustee and officer is 82 Devonshire Street, Boston, Massachusetts 02109,
which is also the address of FMR. Those Trustees who are "interested
persons" (as defined by the 1940 Act) by virtue of their affiliation with
either a trust of FMR, are indicated by an asterisk (*).
*EDWARD C. JOHNSON 3d, Trustee and President, is Chairman, Chief Executive
Officer and a Director of FMR Corp.; a Director and Chairman of the Board
and of the Executive Committee of FMR; Chairman and a Director of FMR Texas
Inc. (1989), Fidelity Management & Research (U.K.) Inc., and Fidelity
Management & Research (Far East) Inc.
*J. GARY BURKHEAD, Trustee and Senior Vice President, is President of FMR;
and President and a Director of FMR Texas Inc. (1989), Fidelity Management
& Research (U.K.) Inc., and Fidelity Management & Research (Far
East) Inc.
RALPH F. COX, 200 Rivercrest Drive, Fort Worth, TX, Trustee (1991)
(Fidelity Municipal Trust and Fidelity School Street Trust only), is
President of Greenhill Petroleum Corporation (petroleum exploration and
production, 1990).  Prior to his retirement in March 1990, Mr. Cox was
President and Chief Operating Officer of Union Pacific Resources Company
(exploration and production).  He is a Director of Bonneville Pacific
Corporation (independent power, 1989) and CH2M Hill Companies
(engineering).  In addition, he served on the Board of Directors of the
Norton Company (manufacturer of industrial devices, 1983-1990) and
continues to serve on the Board of Directors of the Texas State Chamber of
Commerce, and is a member of advisory boards of Texas A&M University
and the University of Texas at Austin.
PHYLLIS BURKE DAVIS,    P.O. Box 264, Bridgehampton    , NY, Trustee (1992)
   (Fidelity Municipal Trust and Fidelity School Street Trust only)    . 
Prior to her retirement in September 1991, Mrs. Davis was the Senior Vice
President of Corporate Affairs of Avon Products, Inc.  She is currently a
Director of BellSouth Corporation (telecommunications), Eaton Corporation
(manufacturing, 1991), and the TJX Companies, Inc. (retail stores, 1990),
and previously served as a Director of Hallmark Cards, Inc. (1985-1991) and
Nabisco Brands, Inc.  In addition, she serves as a Director of the New York
City Chapter of the National Multiple Sclerosis Society, and is a member of
the Advisory Council of the International Executive Service Corps. and the
President's Advisory Council of The University of Vermont School of
Business Administration.
RICHARD J. FLYNN, 77 Fiske Hill, Sturbridge, MA, Trustee, is a financial
consultant.  Prior to September 1986, Mr. Flynn was Vice Chairman and a
Director of the Norton Company (manufacturer of industrial devices).  He is
currently a Director of Mechanics Bank and a Trustee of College of the Holy
Cross and Old Sturbridge Village, Inc.
E. BRADLEY JONES, 3881-2 Lander Road, Chagrin Falls, OH, Trustee (1990). 
Prior to his retirement in 1984, Mr. Jones was Chairman and Chief Executive
Officer of LTV Steel Company.  Prior to May 1990, he was Director of
National City Corporation (a bank holding company) and National City Bank
of Cleveland.  He is a Director of TRW Inc. (original equipment and
replacement products), Cleveland-Cliffs Inc (mining), NACCO Industries,
Inc. (mining and marketing), Consolidated Rail Corporation, Birmingham
Steel Corporation (1988), Hyster-Yale Materials Handling, Inc. (1989), and
RPM, Inc. (manufacturer of chemical products, 1990).  In addition, he
serves as a Trustee of First Union Real Estate Investments, Chairman of the
Board of Trustees and a member of the Executive Committee of the Cleveland
Clinic Foundation, a Trustee and a member of the Executive Committee of
University School (Cleveland), and a Trustee of Cleveland Clinic Florida.
DONALD J. KIRK, 680 Steamboat Road, Apartment #1-North, Greenwich, CT,
Trustee, is a Professor at Columbia University Graduate School of Business
and a financial consultant.  Prior to 1987, he was Chairman of the
Financial Accounting Standards Board.  Mr. Kirk is a Director of General Re
Corporation (reinsurance) and Valuation Research Corp. (appraisals and
valuations, 1993). In addition, he serves as Vice Chairman of the Board of
Directors of the National Arts Stabilization Fund and Vice Chairman of the
Board of Trustees of the Greenwich Hospital Association.
*PETER S. LYNCH, Trustee (1990) is Vice Chairman of FMR (1992).  Prior to
his retirement on May 31, 1990, he was a Director of FMR (1989) and
Executive Vice President of FMR (a position he held until March 31, 1991);
Vice President of Fidelity Magellan Fund and FMR Growth Group Leader; and
Managing Director of FMR Corp.  Mr. Lynch was also Vice President of
Fidelity Investments Corporate Services (1991-1992).  He is a Director of
W.R. Grace & Co. (chemicals, 1989) and Morrison Knudsen Corporation
(engineering and construction).  In addition, he serves as a Trustee of
Boston College, Massachusetts Eye & Ear Infirmary, Historic Deerfield
(1989) and Society for the Preservation of New England Antiquities, and as
an Overseer of the Museum of Fine Arts of Boston (1990).
GERALD C. McDONOUGH, 135 Aspenwood Drive, Cleveland, OH, Trustee (1989), is
Chairman of G.M. Management Group (strategic advisory services).  Prior to
his retirement in July 1988, he was Chairman and Chief Executive Officer of
Leaseway Transportation Corp. (physical distribution services). Mr.
McDonough is a Director of ACME-Cleveland Corp. (metal working,
telecommunications and electronic products), Brush-Wellman Inc. (metal
refining), York International Corp. (air conditioning and refrigeration,
1989), Commercial Intertech Corp. (water treatment equipment, 1992), and
Associated Estates Realty Corporation (a real estate investment trust,
1993). 
EDWARD H. MALONE, 5601 Turtle Bay Drive #2104, Naples, FL, Trustee.  Prior
to his retirement in 1985, Mr. Malone was Chairman, General Electric
Investment Corporation and a Vice President of General Electric Company. 
He is a Director of Allegheny Power Systems, Inc. (electric utility),
General Re Corporation (reinsurance) and Mattel Inc. (toy manufacturer). 
He is also a Trustee of Rensselaer Polytechnic Institute and of Corporate
Property Investors and a member of the Advisory Boards of Butler Capital
Corporation Funds and Warburg, Pincus Partnership Funds.
MARVIN L. MANN, 55 Railroad Avenue, Greenwich, CT, Trustee (1993)
   (Fidelity Municipal Trust only)     is Chairman of the Board, President,
and Chief Executive Officer of Lexmark International, Inc. (office
machines, 1991).  Prior to 1991, he held the positions of Vice President of
International Business Machines Corporation ("IBM") and President and
General Manager of various IBM divisions and subsidiaries.  Mr. Mann is a
Director of M.A. Hanna Company (chemicals, 1993) and Infomart (marketing
services, 1991), a Trammell Crow Co.  In addition, he serves as the
Campaign Vice Chairman of the Tri-State United Way (1993) and is a member
of the University of Alabama President's Cabinet (1990).
THOMAS R. WILLIAMS, 21st Floor, 191 Peachtree Street, N.E., Atlanta, GA,
Trustee, is President of The Wales Group, Inc. (management and financial
advisory services).  Prior to retiring in 1987, Mr. Williams served as
Chairman of the Board of First Wachovia Corporation (bank holding company),
and Chairman and Chief Executive Officer of The First National Bank of
Atlanta and First Atlanta Corporation (bank holding company).  He is
currently a Director of BellSouth Corporation (telecommunications),
ConAgra, Inc. (agricultural products), Fisher Business Systems, Inc.
(computer software), Georgia Power Company (electric utility), Gerber Alley
& Associates, Inc. (computer software), National Life Insurance Company
of Vermont, American Software, Inc. (1989), and AppleSouth, Inc.
(restaurants, 1992).
GARY L. FRENCH, Treasurer (1991).  Prior to becoming Treasurer of the
Fidelity funds, Mr. French was Senior Vice President, Fund Accounting -
Fidelity Accounting & Custody Services Co. (1991); Vice President, Fund
Accounting - Fidelity Accounting & Custody Services Co. (1990); and
Senior Vice President, Chief Financial and Operations Officer - Huntington
Advisers, Inc. (1985-1990).
ARTHUR S. LORING, Secretary, is Senior Vice President and General Counsel
of FMR, Vice President - Legal of FMR Corp., and Vice President and Clerk
of FDC.
219ANNE PUNZAK, Vice President of Fidelity Aggressive Tax-Free Portfolio
(1988), and other funds advised by FMR (1990), is an employee of FMR.
220DAVID MURPHY, Vice President of Fidelity Limited Term Municipals and
other funds advised by FMR (1990), is an employee of FMR.
221   Under a retirement program that became effective on November 1, 1989,
Trustees, upon reaching age 72, become eligible to participate in a defined
benefit retirement program under which they receive payments during their
lifetime from the fund based on their basic trustee fees and length of
service. Currently, Messrs. Robert L. Johnson, William R. Spaulding,
Bertram H. Witham, and David L. Yunich participate in the program.    
222As of December 31, 1993, the Trustees and officers of the funds owned,
in the aggregate, less than 1% of each fund's total outstanding shares.
223MANAGEMENT CONTRACTS
224Each fund employs FMR to furnish investment advisory and other services.
Under FMR's management contract with each fund, FMR acts as investment
adviser and, subject to the supervision of the Boards of Trustees, directs
the investments of each fund in accordance with its investment objective,
policies, and limitations. FMR also provides the funds with all necessary
office facilities and personnel for servicing the funds' investments, and
compensates all officers of the trusts, all Trustees who are "interested
persons" of the trusts or of FMR, and all personnel of the trusts or FMR
performing services relating to research, statistical, and investment
activities. 
225In addition, FMR or its affiliates, subject to the supervision of the
Boards of Trustees, provide the management and administrative services
necessary for the operation of the funds. These services include providing
facilities for maintaining the funds' organizations; supervising relations
with custodians, transfer and pricing agents, accountants, underwriters,
and other persons dealing with the funds; preparing all general shareholder
communications and conducting shareholder relations; maintaining the funds'
records and the registration of the funds' shares under federal and state
law; developing management and shareholder services for the funds; and
furnishing reports, evaluations, and analyses on a variety of subjects to
the Boards of Trustees.
226In addition to the management fee payable to FMR and the fees payable to
United Missouri, each fund pays all of its expenses, without limitation,
that are not assumed by those parties. Each fund pays for typesetting,
printing, and mailing proxy material to shareholders, legal expenses, and
the fees of the custodian, auditor, and non-interested Trustees. Although
each fund's management contract provides that the fund will pay for
typesetting, printing, and mailing prospectuses, statements of additional
information, notices, and reports to existing shareholders, United Missouri
has entered into a revised sub-transfer agent agreement with FSC, pursuant
to which FSC bears the cost of providing these services to existing
shareholders. Other expenses paid by the funds include interest, taxes,
brokerage commissions, each fund's proportionate share of insurance
premiums and Investment Company Institute dues, and the costs of
registering shares under federal and state securities laws. Each fund is
also liable for such nonrecurring expenses as may arise, including costs of
any litigation to which a fund may be a party and any obligation it may
have to indemnify the trusts   '     officers and Trustees with respect to
litigation.
227FMR is each fund's manager pursuant to    a     management contract   
    dated March 1, 1989 for Limited Term, which was approved by
shareholders on November 16, 1988, and contracts dated March 1, 1993 for
High Yield    and Aggressive Tax-Free    , which    were     approved by
shareholders on February 17, 1993   .     For the services of FMR under its
management contract, Limited Term pays a monthly management fee to FMR at
the annual rate of .15% of the fund's average net assets throughout the
month plus 5% of the fund's gross income throughout the month. For this
purpose, gross income includes interest accrued on portfolio obligations,
adjusted for amortization of purchase premium, but excludes adjustments for
purchase discount on portfolio obligations. Effective July 1, 1993, FMR
voluntarily agreed to temporarily limit the management fee of Limited Term
to .10% of the fund's average net assets plus 5% of the fund's gross income
throughout the month.
228For the services of FMR under the contracts, Aggressive Tax-Free and
High Yield each pay FMR a monthly management fee composed of the sum of two
elements: a group fee rate and an individual fund fee rate.
229The group fee rate is based on the monthly average net assets of all of
the registered investment companies with which FMR has management contracts
and is calculated on a cumulative basis pursuant to the graduated fee rate
schedule shown on the left. On the right, the effective fee rate schedule
shows the results of cummulatively applying the annualized rates at varying
asset levels. For example, the effective annual fee rate at $   233    
billion of group net assets - their approximate level for December 1993 -
was    .1621%    , which is the weighted average of the respective fee
rates for each level of group net assets up to $   233     billion.
 GROUP FEE RATE SCHEDULE* EFFECTIVE ANNUAL FEE RATES
   Average Group   Annualized   Group Net        Effective Annual Fee   
 Assets            Rate          Assets           Rate                  
 
0 - $ 3 billion    .3700%        $ 0.5 billion   .3700%                 
 
3 -   6            .3400         25              .2664                  
 
6 -   9            .3100         50              .2188                  
 
9 -  12            .2800         75              .1986                  
 
12 -  15           .2500         100             .1869                  
 
15 -  18           .2200         125             .1793                  
 
18 -  21           .2000         150             .1736                  
 
21 -  24           .1900         175             .1695                  
 
24 -  30           .1800         200             .1658                  
 
30 -  36           .1750         225             .1629                  
 
36 -  42           .1700         250             .1604                  
 
42 -  48           .1650         275             .1583                  
 
48 -  66           .1600         300             .1565                  
 
66 -  84           .1550         325             .1548                  
 
84 -  120          .1500         350             .1533                  
 
120 -  174         .1450                                                
 
174 -  228         .1400                                                
 
228 -  282         .1375                                                
 
282 -  336         .1350                                                
 
        Over 336   .1325                                                
 
230   * Prior to January 1, 1992, the group fee rate was based on a
schedule with breakpoints ending at .1500% for average group assets in
excess of $84 billion. The group fee breakpoints shown for average group
assets between $84 billion and $228 billion were voluntarily adopted by FMR
on January 1, 1992. Each fund's management contract dated March 1, 1993
includes these group fee rate breakpoints. Additional breakpoints for
average group assets in excess of $228 billion were voluntarily added to
the group fee rate schedule by FMR on November 1, 1993, pending shareholder
approval of a new management contract reflecting the extended schedule. The
extended schedule provides for lower management fees as FMR's total assets
under management increase.    
231The individual fund fee rates for the funds are as follows: .30%
(Aggressive Tax-Free) and .25% (   High Yield    ). Based on the average
net assets of funds advised by FMR for December 1993, the annual management
fee rates would be calculated as follows:
232 Group Fee Rate Individual Fund Fee Rate Management Fee Rate
 
<TABLE>
<CAPTION>
<S>                      <C>                <C>    <C>       <C>    <C>               
466Aggressive Tax-Free   467.   1621    %   468+   469.30%   470=   471.   4621       
                                                                           %          
 
472High Yield            473.   1621    %   474+   475.25%   476=   477.   4121       
                                                                           %          
 
</TABLE>
 
233One twelfth of this annual management fee rate is then applied to each
fund's average net assets for the current month, giving a dollar amount
which is the fee for that month.
234Management fees paid to FMR for the fiscal years ended November 30 (High
Yield) and December 31 (Aggressive Tax-Free and Limited Term), 1993, 1992,
and 1991 for FMR's services as investment adviser are indicated in the
table below.
235MANAGEMENT FEES
4811993   4821992   4831991   
 
484Aggressive Tax-Free   485$4,149,000    486$3,354,0   487$2,841,0   
                                          00            00            
 
488High Yield            489  8,997,000   4908,600,00   491           
                                          0             8,059,000     
 
492Limited Term          493  4,805,000   4943,921,00   495           
                                          0             2,780,000     
 
236To comply with the California Code of Regulations, FMR will reimburse
each fund if and to the extent that a fund's aggregate operating expenses
exceed specified percentages of its average net assets. The applicable
percentages are 2 1/2 % of the first $30 million, 2% of the next $70
million, and 1 1/2 % of average net assets in excess of $100 million. When
calculating a fund's expenses for purposes of this regulation, the fund may
exclude interest, taxes, brokerage commissions, and extraordinary expenses,
as well as a portion of its distribution plan expenses.
237DISTRIBUTION AND SERVICE PLANS
238Each fund have adopted a distribution and service plan (the plans) under
Rule 12b-1 under the Investment Company Act of 1940 (the Rule). The Rule
provides in substance that a mutual fund may not engage directly or
indirectly in financing any activity that is primarily intended to result
in the sale of shares of the fund except pursuant to a plan adopted by the
fund under the Rule. The Boards of Trustees ha   ve     adopted the plans
to allow the funds and FMR to incur certain expenses that might be
considered to constitute indirect payment by the funds of distribution
expenses. Under the plans, if payment by a fund to FMR of management fees
should be deemed to be indirect financing by the fund of the distribution
of its shares, such payment is authorized by the fund's plan.
239The plans specifically recognize that FMR, either directly or through
FDC, may use its management fee revenue, past profits, or other resources,
without limitation, to pay promotional and administrative expenses in
connection with the offer and sale of shares of the funds. In addition, the
plans provide that FMR may use its resources, including its management fee
revenue, to make payments to third parties that provide assistance in
selling the funds' shares, or to third parties, including banks, that
render shareholder support services. During the fiscal years ended November
30, 1993 for High Yield and December 31, 1993 for Aggressive Tax-Free and
Limited Term, FMR made payments to third parties amounting to    $13,000,
$3,000, and $49,000    , respectively.
240As required by the Rule, the Trustees carefully considered all pertinent
factors relating to the implementation of the plans prior to their
approval, and have determined that there is a reasonable likelihood that
the plans will benefit the funds and their shareholders. In particular, the
Trustees noted that the plans do not authorize payments by the funds other
than those made to FMR under its management contracts with the funds. To
the extent that the plans give FMR and FDC greater flexibility in
connection with the distribution of shares of the funds, additional sales
of the funds' shares may result. Additionally, certain shareholder support
services may be provided more effectively under the plans by local entities
with whom shareholders have other relationships. The plans were approved by
shareholders of each fund at shareholder meetings held December 31, 1986
for Aggressive Tax-Free, January 20, 1987 for High Yield, and February 24,
1987 for Limited Term.
241The Glass-Steagall Act generally prohibits federally and state chartered
or supervised banks from engaging in the business of underwriting, selling,
or distributing securities. Although the scope of this prohibition under
the Glass-Steagall Act has not been clearly defined by the courts or
appropriate regulatory agencies, FDC believes that the Glass-Steagall Act
should not preclude a bank from performing shareholder support services or
servicing and recordkeeping functions. FDC intends to engage banks only to
perform such functions. However, changes in federal or state statutes and
regulations pertaining to the permissible activities of banks and their
affiliates or subsidiaries, as well as further judicial or administrative
decisions or interpretations, could prevent a bank from continuing to
perform all or a part of the contemplated services. If a bank were
prohibited from so acting, the Trustees would consider what actions, if
any, would be necessary to continue to provide efficient and effective
shareholder services. In such event, changes in the operation of the funds
might occur, including possible termination of any automatic investment or
redemption or other services then provided by the bank. It is not expected
that shareholders would suffer any adverse financial consequences as a
result of any of these occurrences. The funds may execute portfolio
transactions with and purchase securities issued by depository institutions
that receive payments under the plans. No preference will be shown in the
selection of investments for the instruments of such depository
institutions. In addition, state securities laws on this issue may differ
from the interpretations of federal law expressed herein, and banks and
other financial institutions may be required to register as dealers
pursuant to state law.
242INTEREST OF FMR AFFILIATES
243United Missouri is each fund's custodian and transfer agent. United
Missouri has entered into sub-contracts with FSC, an affiliate of FMR,
under the terms of which FSC performs the processing activities associated
with the transfer agent and shareholder servicing functions for each fund.
Under the sub-contracts, FSC bears the expense of typesetting, printing,
and mailing prospectuses, statements of additional information, and all
other reports, notices, and statements to shareholders, except proxy
statements. FSC also pays out-of-pocket expenses associated with transfer
agent services.
244United Missouri pays FSC an annual fee of $25.50 per regular account
with a balance of $5,000 or more, $15 per regular account with a balance of
less than $5,000, and a supplemental activity charge of $5.61 for monetary
transactions. These fees and charges are subject to annual cost escalation
based on postal rate changes and changes in wage and price levels as
measured by the National Consumer Price Index for Urban Areas. With respect
to institutional client master accounts, the funds pay FSC a per-account
fee of $95 and monetary transaction charges of $20 or $17.50, depending on
the nature of services provided. With respect to certain institutional
broker-dealer accounts, the funds pay FSC a per-account fee of $30 and a
charge of $6 for monetary transactions. Fees for certain institutional
retirement plan accounts are based on the net assets of all such accounts
in the funds.
245Prior to March 26, 1992, State Street Bank and Trust Company (State
Street) served as each fund's custodian and transfer agent and also
sub-contracted with FSC to perform the processing activities associated
with providing transfer agent and shareholder servicing functions for the
funds. Beginning on June 1, 1989, FSC was compensated by State Street on
the same basis as it is currently compensated by United Missouri (although
fee rates and charges were adjusted periodically to reflect postal rate
changes and changes in wage and price levels as measured by the National
Consumer Price Index for Urban Areas). 
246Transfer agent fees, including reimbursement for out-of-pocket expenses,
paid to FSC for the fiscal years ended November 30 (High Yield) and
December 31 (Aggressive Tax-Free and Limited Term), 1993, 1992, and 1991
are indicated in the table    below    .
247TRANSFER AGENT FEES
508   5091993   5101992   5111991   
 
 
<TABLE>
<CAPTION>
<S>                      <C>                    <C>                           <C>           
512Aggressive Tax-Free   513$     892,000       514   $         696,000       515$ 567,0    
                                                                              00            
 
516High Yield            517 1,960,000          518 1,846,000                 519 1,531,0   
                                                                              00            
 
520Limited Term          521 1,289,000          522   831,000                 523  490,0    
                                                                              00            
 
</TABLE>
 
248United Missouri has an additional sub-contract with FSC, pursuant to
which FSC performs the calculations necessary to determine each fund's net
asset value per share and dividends and maintains each fund's accounting
records. The annual fee rates for these pricing and bookkeeping services
are based on each fund's average net assets.    Specifically, .04% for the
first $500 million of average net assets and .02% for average net assets in
excess of $500 million. The fee is limited to a minimum of $45,000 and a
maximum of $750,000 per year.    
249Prior to March 26, 1992, State Street subcontracted with FSC for pricing
and bookkeeping services. Beginning July 1, 1991, FSC was compensated for
these services by State Street on the same basis as it is currently
compensated by United Missouri. Prior to July 1, 1991, the annual fee paid
to FSC for pricing and bookkeeping services was based on two schedules, one
pertaining to    e    ach fund's average net assets and one pertaining to
the type and number of transactions each fund made.
250Pricing and bookkeeping fees, including reimbursement for out-of-pocket
expenses, paid to FSC for fiscal 1993, 1992, and 1991 are indicated in the
table below.
251PRICING AND BOOKKEEPING FEES
528   529    1993   5301992   5311991   
 
532Aggressive Tax-Free   533$   282,0       534$303,000    535$223,00   
                            00                             0            
 
536High Yield            537537,00          538  656,000   539          
                         0                                 467,000      
 
540Limited Term          541337,00          542  304,000   543          
                         0                                 209,000      
 
252The transfer agent fees and pricing and bookkeeping fees described above
are paid to FSC by United Missouri, which is entitled to reimbursement from
the funds for these expenses.
253Each fund has a distribution agreement with FDC, a Massachusetts
corporation organized on July 18, 1960. FDC is a broker-dealer registered
under the Securities Exchange Act of 1934 and is a member of the National
Association of Securities Dealers, Inc. The distribution agreements call
for FDC to use all reasonable efforts, consistent with its other business,
to secure purchasers for shares of the funds, which are continuously
offered at net asset value. Promotional and administrative expenses in
connection with the offer and sale of shares are paid by FMR.
254   Effective     October 12, 1990, Aggressive Tax-Free removed    its
    1% deferred sales charge and effective March 1, 1991, replaced it with
a 1% redemption fee for shares held less than 180 days. For Aggressive
Tax-Free, FDC collected redemption fees in the amounts of $   161,000    ,
and    $118,000 and $63,480     for 1993   , 1992 and 1991    ,
respectively. When redeemed, shares acquired through the reinvestment of
dividends and capital gains are exempt from the redemption fee. 
255DESCRIPTION OF THE TRUSTS
256TRUSTS' ORGANIZATION.    Aggressive Tax-Free is a fund of     Fidelity
Municipal Trust   ,     an open-end management investment company
originally organized as a Maryland corporation on November 22, 1976 and
reorganized as a Massachusetts business trust on June 22, 1984, at which
time its name changed from Fidelity Municipal Bond Fund, Inc. to Fidelity
Municipal Bond Fund. On March 1, 1986, the trust's name was changed to
Fidelity Municipal Trust. Currently, there are eight funds of Fidelity
Municipal Trust: Fidelity Municipal Bond Portfolio; Fidelity Aggressive
Tax-Free Portfolio; Spartan Short-Intermediate Municipal Fund; Fidelity
Insured Tax-Free Portfolio; Fidelity Ohio Tax-Free High Yield Fund;
Fidelity Michigan Tax-Free High Yield Fund; Fidelity Minnesota Tax-Free
Portfolio; and Spartan Pennsylvania Municipal High Yield Portfolio.
257   High Yield is a fund of Fidelity Court Street Trust,     an open-end
management investment company organized as a Massachusetts business trust
on April 21, 1977. On August 1, 1987, the trust's name was changed from
Fidelity High Yield Municipals to Fidelity Court Street Trust. Currently,
there are four funds of the trust: Fidelity High Yield Tax-Free Portfolio,
Spartan Connecticut Municipal High Yield Portfolio, Spartan New Jersey
Municipal High Yield Portfolio, and Spartan Florida Municipal Income
Portfolio.
258   Limited Term is a fund of Fidelity School Street Trust, an open-end
management investment company organized as a Massachusetts business trust
on September 10, 1976 under the name Fidelity Municipal Bond Fund. On June
17, 1993    , the trust's name was changed from Fidelity Limited Term
Municipals to Fidelity School Street Trust. Currently, there are two funds
of the trust: Fidelity Limited Term Municipals and Spartan Bond Strategist.
Each trust's Declaration of Trust permits the Trustees to create additional
funds.
259In the event that FMR ceases to be the investment adviser to a trust or
a fund, the right of the trust or fund to use the identifying    names
"Fidelity" or "Spartan"     may be withdrawn. There is a remote possibility
that one fund might become liable for any misstatement in its prospectus or
statement of additional information about another fund.
260The assets of each trust received for the issue or sale of shares of
each of its funds and all income, earnings, profits, and proceeds thereof,
subject only to the rights of creditors, are especially allocated to such
fund, and constitute the underlying assets of such fund. The underlying
assets of each fund are segregated on the books of account, and are to be
charged with the liabilities with respect to such fund and with a share of
the general expenses of their respective trusts. Expenses with respect to
   each     trust are to be allocated in proportion to the asset value of
their respective funds, except where allocations of direct expense can
otherwise be fairly made. The officers of the trusts, subject to the
general supervision of the Boards of Trustees, have the power to determine
which expenses are allocable to a given fund, or which are general or
allocable to all of the funds of a certain trust. In the event of the
dissolution or liquidation of a trust, shareholders of each fund of that
trust are entitled to receive as a class the underlying assets of such fund
available for distribution.
261SHAREHOLDER AND TRUSTEE LIABILITY. Each trust is an entity of the type
commonly known as a "Massachusetts business trust." Under Massachusetts
law, shareholders of such a trust may, under certain circumstances, be held
personally liable for the obligations of the trust. Each Declaration of
Trust provides that the trust shall not have any claim against shareholders
except for the payment of the purchase price of shares and requires that
each agreement, obligation, or instrument entered into or executed by the
trust or its Trustees shall include a provision limiting the obligations
created thereby to the trust and its assets. Each Declaration of Trust
provides for indemnification out of each fund's property of any
shareholder        held personally liable for the obligations of the fund.
Each Declaration of Trust also provides that each fund shall, upon request,
assume the defense of any claim made against any shareholder for any act or
obligation of the fund and satisfy any judgment thereon. Thus, the risk of
a shareholder incurring financial loss on account of shareholder liability
is limited to circumstances in which the fund itself would be unable to
meet its obligations. FMR believes that, in view of the above, the risk of
personal liability to shareholders is remote.
262Each Declaration of Trust further provides that the Trustees, if they
have exercised reasonable care, will not be liable for any neglect or
wrongdoing, but nothing in the    Declarations of Trust protects Trustees
against any liability to which they     would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of    their     office.
263VOTING RIGHTS. Each fund's capital consists of shares of beneficial
interest. As a shareholder of Aggressive Tax-Free, you receive one vote for
each dollar    value     of net asset value per share you own.    As a
shareholder of High Yield and Limited Term, you receive one vote for each
share of beneficial interest you own.     The shares have no preemptive or
conversion rights;    the     voting and dividend rights, the right of
redemption, and the privilege of exchange are described in the Prospectus.
Shares are fully paid and nonassessable, except as set forth under the
   heading     "Shareholder and Trustee Liability" above. Shareholders
representing 10% or more of a trust or    fund     may, as set forth in the
Declarations of Trust, call meetings of a trust or fund for any purpose
related to the trust or fund, as the case may be, including, in the case of
a meeting of an entire trust, the purpose of voting on removal of one or
more Trustees.    Each trust or     fund may be terminated upon the sale of
its assets to another open-end management investment company, or upon
liquidation and distribution of its assets   , if     approved by vote of
the holders of a majority of the outstanding shares of the trust or the
fund or, for Aggressive Tax-Free, as determined by the current value of
each shareholder's investment in the fund or trust. If not so
terminated,    each trust or fund     will continue indefinitely.
264CUSTODIAN. United Missouri, 1010 Grand Avenue, Kansas City, Missouri is
custodian of the assets of the funds. The custodian is responsible for the
safekeeping of the funds' assets and the appointment of subcustodian banks
and clearing agencies. The custodian takes no part in determining the
investment policies of the funds or in deciding which securities are
purchased or sold by a fund. A fund may, however, invest in obligations of
the custodian and may purchase securities from or sell securities to the
custodian.
265FMR, its officers and directors, its affiliated companies, and the
trusts' Trustees may from time to time have transactions with various
banks, including banks serving as custodian for certain of the funds
advised by FMR. Transactions that have occurred to date include mortgages
and personal and general business loans. In the judgment of FMR, the terms
and conditions of those transactions were not influenced by existing or
potential custodial or other fund relationships.
266AUDITOR. Coopers & Lybrand, One Post Office Square, Boston,
Massachusetts, serves as the trusts' independent accountant. The auditor
examines financial statements for the funds and provides other audit, tax,
and related services.
267FINANCIAL STATEMENTS
268The Annual Reports for the fiscal years ended November 30, 1993 (High
Yield) and December 31, 1993 (Aggressive Tax-Free, and Limited Term) are
separate reports supplied with this Statement of Additional Information and
are incorporated herein by reference.
269APPENDIX
270DOLLAR-WEIGHTED AVERAGE MATURITY is derived by multiplying the value of
each investment by the number of days remaining to its maturity, adding
these calculations, and then dividing the total by the value of the fund's
portfolio. An obligation's maturity is typically determined on a stated
final maturity basis, although there are some exceptions to this rule.
271For example, if it is probable that the issuer of an instrument will
take advantage of a maturity-shortening device, such as a call, refunding,
or redemption provision, the date on which the instrument will probably be
called, refunded, or redeemed may be considered to be its maturity date.
When a municipal bond issuer has committed to call an issue of bonds and
has established an independent escrow account that is sufficient to, and is
pledged to, refund that issue, the number of days to maturity for the
prerefunded bond is considered to be the number of days to the announced
call date of the bonds.
272DESCRIPTION OF MOODY'S INVESTORS SERVICE, INC.'S MUNICIPAL BOND RATINGS:
273AAA - Bonds rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as
"gilt edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized
are most unlikely to impair the fundamentally strong position of such
issues.
274AA - Bonds rated Aa are judged to be of high quality by all standards.
Together with Aaa group they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other
elements present which make the long   -    term risks appear somewhat
larger than in Aaa securities.
275A - Bonds rated A possess many favorable investment attributes and are
to be considered as upper-medium-grade obligations. Factors giving security
to principal and interest are considered adequate but elements may be
present which suggest a susceptibility to impairment sometime in the
future.
276BAA - Bonds rated Baa are considered as medium   -    grade obligations,
i.e, they are neither highly protected nor poorly secured. Interest
payments and principal security appear adequate for the present but certain
protective elements may be lacking or may be characteristically unreliable
over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.
277BA - Bonds rated Ba are judged to have speculative elements. Their
future cannot be considered as well assured. Often the protection of
interest and principal payments may be very moderate and thereby not well
safeguarded during both good and bad times in the future. Uncertainty of
position characterizes bonds in this class.
278B - Bonds rated B generally lack characteristics of a desirable
investment. Assurance of interest and principal payments of or maintenance
of other terms of the contract over any long period of time may be small.
279CAA - Bonds rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to
principal or interest.
280CA - Bonds rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked
shortcomings.
281C - Bonds rated C are the lowest   -    rated class of bonds and issues
so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.
282Those bonds in the Aa, A, Baa, Ba, and B groups which Moody's believes
possess the strongest investment attributes are designated by the symbols
Aa1, A1, Baa1, Ba1, and B1.
283DESCRIPTION OF STANDARD & POOR'S CORPORATION'S MUNICIPAL BOND
RATINGS:
284AAA - Debt rated AAA has the highest rating assigned by Standard &
Poor's to a debt obligation. Capacity to pay interest and repay principal
is extremely strong.
285AA - Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the highest-rated debt issues only in small
degree.
286A - Debt rated A has a strong capacity to pay interest and repay
principal, although it is somewhat more susceptible to the adverse effects
of changes in circumstances and economic conditions.
287BBB - Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than in higher-rated
categories.
288BB - Debt rated BB has less near-term vulnerability to default than
other speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions which could
lead to inadequate capacity to meet timely interest and principal payments.
289B - Debt rated B has a greater vulnerability to default but currently
has the capacity to meet interest payments and principal repayments.
Adverse business, financial, or economic conditions will likely impair
capacity or willingness to pay interest and repay principal.    The B
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied BB or BB- rating.    
290CCC - Debt rated CCC has a currently identifiable vulnerability to
default, and is dependent upon favorable business, financial, and economic
conditions to meet timely payment of interest and repayment of principal.
In the event of adverse business, financial, or economic conditions, it is
not likely to have the capacity to pay interest and repay principal.
291CC - Debt rated CC is typically applied to debt subordinated to senior
debt which is assigned an actual or implied CCC debt rating.
292C - The rating C is typically applied to debt subordinated to senior
debt which is assigned on actual or implied CCC- debt rating.    The C
rating may be used to cover a situation where a bankruptcy petition has
been filed but debt service payments are continued.    
293CI - The rating CI is reserved for income bonds on which no interest is
being paid.
294D - Debt rated D is in payment default. The D rating category is used
when interest payments or principal payments are not made on the date due
even if the applicable grace period has not expired, unless S&P
believes that such payments will be made during such grace period. The D
rating will also be used upon the filing of a bankruptcy petition if debt
service payments are jeopardized.
295The ratings from AA to CCC may be modified by the addition of a plus or
minus to show relative standing within the major rating categories.
FIDELITY SCHOOL STREET TRUST
SPARTAN BOND(registered  trade mark) STRATEGIST (registered  trade mark) 
CROSS REFERENCE SHEET
FORM N-1A
ITEM NUMBER
 
PROSPECTUS   PROSPECTUS SECTION   
 
 
<TABLE>
<CAPTION>
<S>                                                   <C>                                                              
1.................................................    Cover Page                                                       
...                                                                                                                    
 
2a................................................    Expenses                                                         
..                                                                                                                     
 
                                                      Contents; The Fund at a Glance; Who May Want to Invest           
b,c...............................................                                                                     
 
3a...............................................     Financial Highlights                                             
 
                                                      *                                                                
b.................................................                                                                     
.                                                                                                                      
 
                                                      Performance                                                      
c.................................................                                                                     
.                                                                                                                      
 
4a(i)                                                 Charter                                                          
..............................................                                                                         
 
                                                      The Fund at a Glance; Investment Principles; Securities and      
(ii)..............................................    Investment Practices; Fundamental Investment Policies and        
                                                      Restrictions                                                     
 
                                                      Securities and Investment Practices                              
b.................................................                                                                     
.                                                                                                                      
 
                                                      Who May Want to Invest; Investment Principles; Securities and    
c.................................................    Investment Practices                                             
.                                                                                                                      
 
5a                                                    Charter                                                          
.................................................                                                                      
 
                                                      Doing Business with Fidelity; Charter                            
b(i)..............................................                                                                     
 
  b(ii)                                               Charter; Your Account                                            
............................................                                                                           
 
                                                      Expenses; Breakdown of Expenses                                  
b(iii)...........................................                                                                      
.                                                                                                                      
 
                                                      Charter                                                          
c,d...............................................                                                                     
 
                                                      FMR and Its Affiliates                                           
d.................................................                                                                     
.                                                                                                                      
 
                                                      Expenses; Breakdown of Expenses                                  
e.................................................                                                                     
.                                                                                                                      
 
                                                      Charter                                                          
f..................................................                                                                    
.                                                                                                                      
 
6a(i)............................................     Charter                                                          
...                                                                                                                    
 
  a(ii)                                               How to Buy Shares; How to Sell Shares; Transaction Details;      
............................................          Exchange Privilege                                               
 
                                                      *                                                                
a(iii)...........................................                                                                      
 
                                                      *                                                                
b.................................................                                                                     
 
                                                      Exchange Privilege                                               
c................................................                                                                      
 
                                                      *                                                                
d.................................................                                                                     
 
                                                      Doing Business with Fidelity; How to Buy Shares; How to Sell     
e.................................................    Shares; Investor Services                                        
 
                                                      Dividends, Capital Gains, and Taxes                              
f,g...............................................                                                                     
 
7a................................................    Charter                                                          
..                                                                                                                     
 
                                                      How to Buy Shares; Transaction Details                           
b.................................................                                                                     
.                                                                                                                      
 
                                                      *                                                                
c.................................................                                                                     
.                                                                                                                      
 
                                                      How to Buy Shares                                                
d.................................................                                                                     
.                                                                                                                      
 
                                                      *                                                                
e.................................................                                                                     
.                                                                                                                      
 
                                                      Breakdown of Expenses                                            
f..................................................                                                                    
.                                                                                                                      
 
8.................................................    How to Buy Shares, Investor Services; Transaction Details;       
..                                                    Exchange Privilege                                               
 
9.................................................    *                                                                
..                                                                                                                     
 
</TABLE>
 
*  Not Applicable
Part B   Statement of Additional Information Section    
 
 
<TABLE>
<CAPTION>
<S>                                               <C>                                                           
10,                                               Cover Page                                                    
11........................................                                                                      
 
12.............................................   *                                                             
.                                                                                                               
 
13a-c.......................................      Investment Policies and Limitations                           
 
                                                  Portfolio Transactions                                        
d............................................                                                                   
 
14a,                                              Trustees and Officers                                         
b........................................                                                                       
 
                                                  *                                                             
c.............................................                                                                  
 
15a,                                              *                                                             
b.........................................                                                                      
 
                                                  Trustees and Officers                                         
c.............................................                                                                  
 
16a(i).......................................     FMR                                                           
..                                                                                                              
 
                                                  Trustees and Officers                                         
a(ii)........................................                                                                   
 
    a(iii),                                       Management Contracts                                          
b...................................                                                                            
 
                                                  *                                                             
c............................................                                                                   
 
                                                  *                                                             
d,e..........................................                                                                   
 
                                                  Distribution and Service Plans                                
f............................................                                                                   
 
                                                  *                                                             
g.............................................                                                                  
 
                                                  Description of the Trust                                      
h.............................................                                                                  
 
                                                  Contracts with Companies Affiliated with FMR                  
i.............................................                                                                  
 
17a...........................................    Portfolio Transactions                                        
.                                                                                                               
 
                                                  *                                                             
b............................................                                                                   
 
                                                  Portfolio Transactions                                        
c............................................                                                                   
 
                                                  *                                                             
d,e.........................................                                                                    
 
18a...........................................    Description of the Trust                                      
..                                                                                                              
 
                                                  *                                                             
b.............................................                                                                  
 
19a...........................................    Additional Purchase and Redemption Information                
..                                                                                                              
 
                                                  Valuation of Portfolio Securities; Additional Purchase and    
b............................................     Redemption Information                                        
 
                                                  *                                                             
c.............................................                                                                  
 
20.............................................   Distributions and Taxes                                       
..                                                                                                              
 
21a(i),(ii)..................................     Contracts with Companies Affiliated with FMR                  
..                                                                                                              
 
                                                  *                                                             
a(iii),b,c..................................                                                                    
 
22a...........................................    *                                                             
..                                                                                                              
 
                                                  Performance                                                   
b.............................................                                                                  
 
23.............................................   Financial Statements                                          
..                                                                                                              
 
</TABLE>
 
* Not Applicable
Please read this prospectus before investing, and keep it on file for
future reference. It contains important information, including how the fund
invests and the services available to shareholders.
A Statement of Additional Information dated February 17, 1994 has been
filed with the Securities and Exchange Commission, and is incorporated
herein by reference (is legally considered a part of this prospectus). The
Statement of Additional Information is available free upon request by
calling Fidelity at 1-800-544-8888.
Mutual fund shares are not deposits or obligations of, or endorsed or
guaranteed by, any bank,    savings association, insured depositary
institution, or government agency,     nor are they federally insured or
otherwise protected by the FDIC, the Federal Reserve Board, or any other
agency.    Investments in the fund involve investment risk, including
possible loss of principal. The value of the investment and its return will
fluctuate and are not guaranteed. When sold, the value of the investment
may be higher or lower than the amount originally invested.    
Spartan Bond Strategist seeks maximum total return after federal income tax
by investing primarily in a combination of taxable and tax-exempt debt
securities.
SPARTAN(Registered trademark)
BOND STRATEGIST  (Registered trademark)
PROSPECTUS
FEBRUARY 17, 1994(FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET, BOSTON, MA
02109
LIKE ALL MUTUAL 
FUNDS, THESE 
SECURITIES HAVE NOT 
BEEN APPROVED OR 
DISAPPROVED BY THE 
SECURITIES AND 
EXCHANGE 
COMMISSION OR ANY 
STATE SECURITIES 
COMMISSION, NOR HAS 
THE SECURITIES AND 
EXCHANGE 
COMMISSION OR ANY 
STATE SECURITIES 
COMMISSION PASSED 
UPON THE  ACCURACY 
OR ADEQUACY OF THIS 
PROSPECTUS. ANY 
REPRESENTATION TO 
THE CONTRARY IS A 
CRIMINAL OFFENSE.
MUB-pro-294
CONTENTS
 
 
KEY FACTS                        THE FUND AT A GLANCE                  
 
                                 WHO MAY WANT TO INVEST                
 
EXPENSES AND PERFORMANCE         EXPENSES The fund's yearly            
                                 operating expenses.                   
 
                           5     FINANCIAL HIGHLIGHTS A summary        
                                 of the fund's financial data.         
 
                           6     PERFORMANCE How the fund has          
                                 done over time.                       
 
YOUR ACCOUNT               7     DOING BUSINESS WITH FIDELITY          
 
                           7     TYPES OF ACCOUNTS Different           
                                 ways to set up your account.          
 
                           8     HOW TO BUY SHARES Opening an          
                                 account and making additional         
                                 investments.                          
 
                                 HOW TO SELL SHARES Taking money       
                                 out and closing your account.         
 
                                 INVESTOR SERVICES  Services to        
                                 help you manage your account.         
 
                                 DIVIDENDS, CAPITAL GAINS, AND         
                                 TAXES                                 
 
SHAREHOLDER AND                  TRANSACTION DETAILS Share price       
ACCOUNT POLICIES                 calculations and the timing of        
                                 purchases and redemptions.            
 
                                 EXCHANGE RESTRICTIONS                 
 
THE FUND IN DETAIL               CHARTER How the fund is               
                                 organized.                            
 
                                 BREAKDOWN OF EXPENSES How             
                                 operating costs are calculated and    
                                 what they include.                    
 
                                 INVESTMENT PRINCIPLES The fund's      
                                 overall approach to investing.        
 
                                 SECURITIES AND INVESTMENT             
                                 PRACTICES                             
 
<r>KEY FACTS</r>
 
 
THE FUND AT A GLANCE
GOAL:  Maximum total investment return after the effect of federal income
tax    (after-tax total return)    . As with any mutual fund, there is no
assurance that the fund will achieve its goal.
STRATEGY: Invests in a combination of taxable and tax-   free     debt
securities, focusing on intermediate- and long-term bonds.
MANAGEMENT: Fidelity Management & Research Company (FMR) is the
management arm of Fidelity Investments, which was established in 1946 and
is now America's largest mutual fund manager.    Foreign affilliates of FMR
help choose investments for the fund.    
SIZE: As of December 31, 1993, the fund had over $   21     million in
   net     assets. 
WHO MAY WANT TO INVEST
This non-diversified fund may be appropriate for investors in higher tax
brackets who want to maximize after-tax total return.  The fund is designed
for those who want to pursue this goal through an investment in both
taxable and tax-exempt debt securities.  Because the fund seeks to maximize
total return after the effect of federal income tax, it may not be
appropriate for those who are looking for an investment that focuses on
high current taxable or tax-exempt income.
By itself, the fund does not constitute a balanced investment plan.  The
value of the fund's investments and the income they generate will vary from
day to day, generally reflecting changes in interest rates, market
conditions, and other political and economic news.  When you sell your
shares, they may be worth more or less than what you paid for them.
The Spartan family of funds is designed for cost-conscious investors
looking for higher yields through lower costs. The Spartan
Approach(Registered trademark) requires investors to make high minimum
investments and, in some cases, to pay for individual transactions.
EXPENSES AND PERFORMANCE
 
 
EXPENSES 
SHAREHOLDER TRANSACTION EXPENSES are charges you pay when you buy or sell
shares of a fund. See page    17     for more information. 
Maximum sales charge on purchases and 
reinvested dividends None
Deferred sales charge on redemptions None
Redemption fee
(on shares held less than 180 days) .50%
Exchange and wire transaction fees $5.00
Account closeout fee $5.00
THESE FEES ARE WAIVED (except for the redemption fee) if your account
balance at the time of the transaction is $50,000 or more. 
ANNUAL FUND OPERATING EXPENSES are paid out of the fund's assets. The fund
pays a management fee to FMR. Expenses are factored into the fund's share
price or dividends and are not charged directly to shareholder accounts
(see page ). 
The following are projections based on estimated expenses, and are
calculated as a percentage of average net assets.
Management fee  .70%
12b-1 fee None
Other expenses  .00%
Total fund operating expenses .70%
EXAMPLES: Let's say, hypothetically, that the fund's annual return is 5%
and that its operating expenses are exactly as just described. For every
$1,000 you invested, here's how much you would pay in total expenses after
the number of years indicated, first assuming that you leave your account
open, and then assuming that you close your account at the end of the
period: 
 Account open Account closed 
 After 1 year    $ 7        $ 12    
 After 3 years    $ 22 $ 27    
These examples illustrate the effect of expenses, but are not meant to
suggest actual or expected costs or returns, all of which may vary.
UNDERSTANDING
EXPENSES
Operating a mutual fund 
involves a variety of 
expenses for portfolio 
management, shareholder 
statements, tax reporting, and 
other services. These costs 
are paid from the fund's 
assets; their effect is already 
factored into any quoted 
share price or return.
(checkmark)
FINANCIAL HIGHLIGHTS
The table that follows has been audited by Coopers & Lybrand,
independent accountants. Their unqualified report is included in the fund's
Annual Report. The Annual Report is incorporated by reference into (is
legally a part of) the Statement of Additional Information.
   SELECTED PER-SHARE DATA    
 
<TABLE>
<CAPTION>
<S>                                                                  <C>               
   50.Period ended December 31                                          1993D          
 
   51.Net asset value, beginning of period                              $ 10.000       
 
   52.Income from Investment Operations
                                 .130          
    Net investment income                                                              
 
   53. Net realized and unrealized gain (loss) on investments            (.011)A       
 
   54. Total from investment operations                                  .119          
 
   55.Less Distributions
                                                (.130)        
    From net investment income                                                         
 
   56. In excess of net investment income                                (.011)        
 
   57. Total distribution                                                (.141)        
 
   58.Redemption fees added to paid in capital                           .002          
 
   59.Net asset value, end of period                                    $ 9.980        
 
   60.Total returnB                                                      1.23%         
 
   61.RATIOS AND SUPPLEMENTAL DATA                                                     
 
   62.Net assets, end of period (000 omitted)                           $ 21,080       
 
   63.Ratio of expenses to average net assets                            .70%          
                                                                        C              
 
   64.Ratio of net investment income to average net assets               4.44%         
                                                                        C              
 
   65.Portfolio turnover rate                                            275%          
                                                                        C              
 
</TABLE>
 
   A THE AMOUNT SHOWN FOR A SHARE OUTSTANDING DOES NOT CORRESPOND WITH THE
AGGREGATE NET GAIN ON INVESTMENTS FOR THE PERIOD ENDED DUE TO THE TIMING OF
SALES AND REPURCHASES OF FUND SHARES IN RELATION TO FLUCTUATING MARKET
VALUES OF THE INVESTMENTS OF THE FUND.    
   B THE TOTAL RETURN DOES NOT INCLUDE THE ACCOUNT CLOSEOUT FEE AND FOR
PERIODS LESS THAN ONE YEAR IS NOT ANNUALIZED.    
   C ANNUALIZED    
   D FROM SEPTEMBER 9, 1993 (COMMENCEMENT OF OPERATIONS) TO DECEMBER 31,
1993    
PERFORMANCE
Bond fund performance can be measured as TOTAL RETURN or YIELD. The total
returns and yields that follow are based on historical fund results and do
not reflect the effect of any transaction fees you may have paid. The
figures would be lower if fees were taken into account.
The fund's fiscal year runs from January 1 through December 31. The
table        below show   s     the fund's performance over    the     past
fiscal    period    .
CUMULATIVE TOTAL RETURNS
Fiscal period ended   Life of
December 31, 1993   fun   d    A
   Spartan Bond Strategist          1.23%    
A FROM SEPTEMBER 9, 1993
 
EXPLANATION OF TERMS
TOTAL RETURN is the change in value of an investment in the fund over a
given period, assuming reinvestment of any dividends and capital gains. A
CUMULATIVE TOTAL RETURN reflects actual performance over a stated period of
time. An AVERAGE ANNUAL TOTAL RETURN is a hypothetical rate of return that,
if achieved annually, would have produced the same cumulative total return
if performance had been constant over the entire period. Average annual
total returns smooth out variations in performance; they are not the same
as actual year-by-year results. Average annual total returns covering
periods of less than one year assume that performance will remain constant
for the rest of the year. Total returns may be quoted on a before-tax or
after-tax basis.
YIELD refers to the income generated by an investment in the fund over a
given period of time, expressed as an annual percentage rate. A
TAX-EQUIVALENT YIELD shows what an investor would have to earn before taxes
to equal a tax-free yield. Yields are calculated according to a standard
that is required for all stock and bond funds. Because this differs from
other accounting methods, the quoted yield may not equal the income
actually paid to shareholders.
The fund's recent strategies, performance, and holdings are detailed twice
a year in financial reports, which are sent to all shareholders. For
current performance or a free annual report, call 1-800-544-8888.
UNDERSTANDING
PERFORMANCE
YIELD illustrates the income 
earned by a fund over a 
recent period. 30-day yields 
are usually used for bond 
funds. Yields change daily, 
reflecting changes in interest 
rates.
TOTAL RETURN reflects both the 
reinvestment of income and 
capital gain distributions and 
any change in a fund's share 
price.
(checkmark)
TOTAL RETURNS AND YIELDS ARE BASED ON PAST RESULTS AND ARE NOT AN
INDICATION OF FUTURE PERFORMANCE.
 
 
 
 
 
YOUR ACCOUNT
 
 
DOING BUSINESS WITH FIDELITY
Fidelity Investments was established in 1946 to manage one of America's
first mutual funds. Today, Fidelity is the largest mutual fund company in
the country, and is known as an innovative provider of high-quality
financial services to individuals and institutions.
In addition to its mutual fund business, the company operates one of
America's leading discount brokerage firms, Fidelity Brokerage Services,
Inc. (FBSI). Fidelity is also a leader in providing tax-sheltered
retirement plans for individuals investing on their own or through their
employer.
Fidelity is committed to providing investors with practical information to
make investment decisions. Based in Boston, Fidelity provides customers
with complete service 24 hours a day, 365 days a year, through a network of
telephone service centers around the country. 
To reach Fidelity for general information, call these numbers:
(bullet)  For mutual funds, 1-800-544-8888
(bullet)  For brokerage, 1-800-544-7272
If you would prefer to speak with a representative in person, Fidelity has
over    75     walk-in Investor Centers across the country.
TYPES OF ACCOUNTS
You may set up an account directly in the fund or, if you own or intend to
purchase individual securities as part of your total investment portfolio,
you may consider investing in the fund through a brokerage account.
If you are investing through FBSI or another financial institution or
investment professional, refer to its program materials for any special
provisions regarding your investment in the fund.
The different ways to set up (register) your account with Fidelity are
listed below. 
WAYS TO SET UP YOUR ACCOUNT
INDIVIDUAL OR JOINT    TENANT    
FOR YOUR GENERAL INVESTMENT NEEDS 
Individual accounts are owned by one person. Joint accounts can have two or
more owners (tenants).
GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA) 
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS 
These custodial accounts provide a way to give money to a child and obtain
tax benefits. An individual can give up to $10,000 a year per child without
paying federal gift tax. Depending on state laws, you can set up a
custodial account under the Uniform Gifts to Minors Act (UGMA) or the
Uniform Transfers to Minors Act (UTMA).
TRUST 
FOR MONEY BEING INVESTED BY A TRUST 
The trust must be established before an account can be opened.
BUSINESS OR ORGANIZATION 
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS, OR OTHER
GROUPS
Requires a special application.
HOW TO BUY SHARES
THE FUND'S SHARE PRICE, called net asset value (NAV), is calculated every
business day. The fund's shares are sold without a sales charge.
Shares are purchased at the next share price calculated after your
investment is received and accepted.  Share price is normally calculated at
4 p.m. Eastern time.
IF YOU ARE NEW TO FIDELITY, complete and sign an account application and
mail it along with your check. You may also open your account in person or
by wire as described on page . If there is no application accompanying this
prospectus, call 1-800-544-8888.
IF YOU ALREADY HAVE MONEY INVESTED IN A FIDELITY FUND, you can:
(bullet)  Mail in an application with a check, or
(bullet)  Open your account by exchanging from another Fidelity fund.
If you buy shares by check or Fidelity Money Line(Registered trademark),
and then sell those shares by any method other than by exchange to another
Fidelity fund, the payment may be delayed for up to seven    business    
days to ensure that your previous investment has cleared.
MINIMUM INVESTMENTS 
TO OPEN AN ACCOUNT  $10,000
TO ADD TO AN ACCOUNT  $1,000
Through automatic investment plans $500
MINIMUM BALANCE $5,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
UNDERSTANDING THE
SPARTAN APPROACH(Registered trademark)
Fidelity's Spartan Approach is 
based on the principle that 
lower fund expenses can 
increase returns. The Spartan 
funds keep expenses low in 
two ways. First, higher 
investment minimums reduce 
the effect of a fund's fixed 
costs, many of which are paid 
on a per-account basis. 
Second, unlike most mutual 
funds that include transaction 
costs as part of overall fund 
expenses, Spartan 
shareholders pay directly for 
the transactions they make. 
(checkmark)
 
<TABLE>
<CAPTION>
<S>                                   <C>                                <C>                                
                                      TO OPEN AN ACCOUNT                 TO ADD TO AN ACCOUNT               
 
Phone 1-800-544-777 (phone_graphic)   (bullet)  Exchange from another    (bullet)  Exchange from another    
                                      Fidelity fund account              Fidelity fund account              
                                      with the same                      with the same                      
                                      registration, including            registration, including            
                                      name, address, and                 name, address, and                 
                                      taxpayer ID number.                taxpayer ID number.                
                                                                         (bullet)  Use Fidelity Money       
                                                                         Line to transfer from              
                                                                         your bank account. Call            
                                                                         before your first use to           
                                                                         verify that this service           
                                                                         is in place on your                
                                                                         account. Maximum                   
                                                                         Money Line: $50,000.               
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                   <C>                                <C>                                 
Mail (mail_graphic)   (bullet)  Complete and sign the    (bullet)  Make your check           
                      application. Make your             payable to "Spartan                 
                      check payable to                   Bond Strategist."                   
                      "Spartan Bond                      Indicate your fund                  
                      Strategist."        Mail to the    account number on                   
                      address indicated on               your check    and mail to           
                      the application.                      the address printed on           
                                                            your account statement.          
                                                         (bullet)  Exchange by mail: call    
                                                         1-800-544-6666 for                  
                                                         instructions.                       
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                        <C>                                 <C>                                
In Person (hand_graphic)   (bullet)  Bring your application    (bullet)  Bring your check to a    
                           and check to a Fidelity             Fidelity Investor Center.          
                           Investor Center. Call               Call 1-800-544-9797 for            
                           1-800-544-9797 for the              the center nearest you.            
                           center nearest you.                                                    
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                   <C>                                  <C>                               
Wire (wire_graphic)   (bullet)  There may be a $5.00       (bullet)  There may be a $5.00    
                      fee for each wire                    fee for each wire                 
                      purchase.                            purchase.                         
                      (bullet)  Call 1-800-544-7777 to     (bullet)  Wire to:                
                      set up your account                  Bankers Trust                     
                      and to arrange a wire                Company,                          
                      transaction.                         Bank Routing                      
                      (bullet)  Wire within 24 hours to:   #021001033,                       
                      Bankers Trust                        Account #00163053.                
                      Company,                             Specify "Spartan Bond             
                      Bank Routing                         Strategist" and include           
                      #021001033,                          your account number               
                      Account #00163053.                   and your name.                    
                      Specify "Spartan Bond                                                  
                      Strategist" and include                                                
                      your new account                                                       
                      number and your                                                        
                      name.                                                                  
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                 <C>                        <C>                                 
Automatically (automatic_graphic)   (bullet)  Not available.   (bullet)  Use Fidelity Automatic    
                                                               Account Builder. Sign               
                                                               up for this service                 
                                                               when opening your                   
                                                               account, or call                    
                                                               1-800-544-6666 to add               
                                                               it.                                 
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                                             <C>   <C>   
(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired: 1-800-544-0118               
 
</TABLE>
 
HOW TO SELL SHARES 
You can arrange to take money out of your fund account at any time by
selling (redeeming) some or all of your shares. Your shares will be sold at
the next share price calculated after your order is received and accepted.
Share price is normally calculated at 4 p.m. Eastern time. 
IF YOU ARE SELLING SOME BUT NOT ALL OF YOUR SHARES, leave at least $5,000
worth of shares in the account to keep it open. 
TO SELL SHARES BY BANK WIRE OR FIDELITY MONEY LINE, you will need to sign
up for these services in advance. 
CERTAIN REQUESTS MUST INCLUDE A SIGNATURE GUARANTEE. It is designed to
protect you and Fidelity from fraud. Your request must be made in writing
and include a signature guarantee if any of the following situations apply: 
(bullet)  You wish to redeem more than $100,000 worth of shares, 
(bullet)  Your account registration has changed within the last 30 days,
(bullet)  The check is being mailed to a different address than the one on
your account (record address), 
(bullet)  The check is being made payable to someone other than the account
owner, or  
(bullet)  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
(including Fidelity Investor Centers), 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. 
SELLING SHARES IN WRITING 
Write a "letter of instruction" with: 
(bullet)  Your name, 
(bullet)  The fund's name, 
(bullet)  Your fund account number, 
(bullet)  The dollar amount or number of shares to be redeemed, and 
(bullet)  Any other applicable requirements listed in the table at right. 
Unless otherwise instructed, Fidelity will send a check to the record
address. Deliver your letter to a Fidelity Investor Center, or mail it to: 
Fidelity Investments
P.O. Box 660602
Dallas, TX  75266-0602 
      ACCOUNT TYPE   SPECIAL REQUIREMENTS   
 
 
<TABLE>
<CAPTION>
<S>                                                                                     <C>   <C>   
IF YOU SELL SHARES OF THE FUND AFTER HOLDING THEM LESS THAN 180 DAYS, THE FUND WILL                 
DEDUCT A REDEMPTION FEE EQUAL TO .50% OF THE VALUE OF THOSE SHARES. IF YOUR ACCOUNT                 
BALANCE IS LESS THAN $50,000, THERE ARE FEES FOR INDIVIDUAL REDEMPTION TRANSACTIONS:                
$5.00 FOR EACH EXCHANGE, BANK WIRE, AND ACCOUNT CLOSEOUT.                                           
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                              <C>                   <C>                                         
Phone 1-800-544-777 (phone_graphic)              All account types     (bullet)  Maximum check request:            
                                                                       $100,000.                                   
                                                                       (bullet)  For Money Line transfers to       
                                                                       your bank account; minimum:                 
                                                                          $10    ; maximum: $100,000.              
                                                                       (bullet)  You may exchange to other         
                                                                       Fidelity funds if both                      
                                                                       accounts are registered with                
                                                                       the same name(s), address,                  
                                                                       and taxpayer ID number.                     
 
Mail or in Person (mail_graphic)(hand_graphic)   Individual, Joint     (bullet)  The letter of instruction must    
                                                 Tenant,               be signed by all persons                    
                                                 Sole Proprietorship   required to sign for                        
                                                 , UGMA, UTMA          transactions, exactly as their              
                                                 Trust                 names appear on the                         
                                                                       account.                                    
                                                                       (bullet)  The trustee must sign the         
                                                                       letter indicating capacity as               
                                                 Business or           trustee. If the trustee's name              
                                                 Organization          is not in the account                       
                                                                       registration, provide a copy of             
                                                                       the trust document certified                
                                                                       within the last 60 days.                    
                                                                       (bullet)  At least one person               
                                                 Executor,             authorized by corporate                     
                                                 Administrator,        resolution to act on the                    
                                                 Conservator,          account must sign the letter.               
                                                 Guardian              (bullet)  Include a corporate               
                                                                       resolution with corporate seal              
                                                                       or a signature guarantee.                   
                                                                       (bullet)  Call 1-800-544-6666 for           
                                                                       instructions.                               
 
Wire (wire_graphic)                              All account types     (bullet)  You must sign up for the wire     
                                                                       feature before using it. To                 
                                                                       verify that it is in place, call            
                                                                       1-800-544-6666. Minimum                     
                                                                       wire: $5,000.                               
                                                                       (bullet)  Your wire redemption request      
                                                                       must be received by Fidelity                
                                                                       before 4 p.m. Eastern time                  
                                                                       for money to be wired on the                
                                                                       next business day.                          
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                                             <C>   <C>   
(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired: 1-800-544-0118               
 
</TABLE>
 
INVESTOR SERVICES
Fidelity provides a variety of services to help you manage your account.
INFORMATION SERVICES
FIDELITY'S TELEPHONE REPRESENTATIVES are available 24 hours a day, 365 days
a year. Whenever you call, you can speak with someone equipped to provide
the information or service you need.
STATEMENTS AND REPORTS that Fidelity sends to you include the following:
(bullet)  Confirmation statements (after every transaction, except
reinvestments, that affects your account balance or your account
registration)
(bullet)  Account statements (quarterly)
(bullet)  Financial reports (every six months)
 
 
 
 
       
24-HOUR SERVICE
ACCOUNT ASSISTANCE
1-800-544-6666
ACCOUNT BALANCES
1-800-544-7544
ACCOUNT TRANSACTIONS
1-800-544-7777
PRODUCT INFORMATION
1-800-544-8888
QUOTES
1-800-544-8544
RETIREMENT ACCOUNT 
ASSISTANCE
1-800-544-4774
 AUTOMATED SERVICE
(checkmark)
To reduce expenses, only one copy of most financial reports will be mailed
to your household, even if you have more than one account in the fund. Call
1-800-544-6666 if you need copies of financial reports or historical
account information.
TRANSACTION SERVICES 
EXCHANGE PRIVILEGE. You may sell your fund shares and buy shares of other
Fidelity funds by telephone or in writing. There may be a $5.00 fee for
each exchange out of the fund   , unless you place your transaction on
Fidelity's automated exchange services    .
Note that exchanges out of the fund are limited to four per calendar year,
and that they may have tax consequences for you. For complete policies and
restrictions governing exchanges, including circumstances under which a
shareholder's exchange privilege may be suspended or revoked, see page
       .
SYSTEMATIC WITHDRAWAL PLANS let you set up monthly or quarterly redemptions
from your account.
FIDELITY MONEY LINE(Registered trademark) enables you to transfer money by
phone between your bank account and your fund account. Most transfers are
complete within three business days of your call.
REGULAR INVESTMENT PLANS
One easy way to pursue your financial goals is to invest money regularly.
Fidelity offers convenient services that let you transfer money into your
fund account, or between fund accounts, automatically. While regular
investment plans do not guarantee a profit and will not protect you against
loss in a declining market, they can be an excellent way to invest for a
home, educational expenses, and other long-term financial goals.
REGULAR INVESTMENT PLANS               
 
FIDELITY AUTOMATIC ACCOUNT BUILDERSM                                  
TO MOVE MONEY FROM YOUR BANK ACCOUNT TO A FIDELITY FUND               
 
MINIMUM   FREQUENCY     SETTING UP OR CHANGING                            
$500      Monthly or    (bullet)  For a new account, complete the         
          quarterly     appropriate section on the fund                   
                        application.                                      
                        (bullet)  For existing accounts, call             
                        1-800-544-6666 for an application.                
                        (bullet)  To change the amount or frequency of    
                        your investment, call 1-800-544-6666 at           
                        least three business days prior to your           
                        next scheduled investment date.                   
 
 
<TABLE>
<CAPTION>
<S>                                                                                 <C>   <C>   
DIRECT DEPOSIT                                                                                  
TO SEND ALL OR A PORTION OF YOUR PAYCHECK OR GOVERNMENT CHECK TO A FIDELITY FUNDA               
 
</TABLE>
 
MINIMUM   FREQUENCY    SETTING UP OR CHANGING                             
$500      Every pay    (bullet)  Check the appropriate box on the fund    
          period       application, or call 1-800-544-6666 for an         
                       authorization form.                                
                       (bullet)  Changes require a new authorization      
                       form.                                              
 
 
<TABLE>
<CAPTION>
<S>                                                                        <C>   <C>   
FIDELITY AUTOMATIC EXCHANGE SERVICE                                                    
TO MOVE MONEY FROM A FIDELITY MONEY MARKET FUND TO ANOTHER FIDELITY FUND               
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>       <C>              <C>                                                  
MINIMUM   FREQUENCY        SETTING UP OR CHANGING                               
$500      Monthly,         (bullet)  To establish, call 1-800-544-6666 after    
          bimonthly,       both accounts are opened.                            
          quarterly, or    (bullet)  To change the amount or frequency of       
          annually         your investment, call 1-800-544-6666.                
 
</TABLE>
 
A BECAUSE ITS SHARE PRICE FLUCTUATES, THE FUND MAY NOT BE AN APPROPRIATE
CHOICE FOR DIRECT DEPOSIT OF YOUR ENTIRE CHECK.
DIVIDENDS, CAPITAL GAINS, AND TAXES 
The fund distributes substantially all of its net investment income and
capital gains to shareholders each year. Income dividends are declared
daily and paid monthly. Capital gains are normally distributed in February
and December.
DISTRIBUTION OPTIONS 
When you open an account, specify on your application how you want to
receive your distributions. If the option you prefer is not listed on the
application, call 1-800-544-6666 for instructions. The fund offers four
options: 
5. REINVESTMENT OPTION. Your dividend and capital gain distributions will
be automatically reinvested in additional shares of the fund. If you do not
indicate a choice on your application, you will be assigned this option. 
6. INCOME-EARNED OPTION. Your capital gain distributions will be
automatically reinvested, but you will be sent a check for each dividend
distribution.
7. CASH OPTION. You will be sent a check for your dividend and capital gain
distributions. 
8. DIRECTED DIVIDENDS(Registered trademark) OPTION. Your dividend and
capital gain distributions will be automatically invested in another
identically registered Fidelity fund.
Dividends will be reinvested at the fund's NAV on the last day of the
month. Capital gain distributions will be reinvested at the NAV as of the
date the fund deducts the distribution from its NAV. The mailing of
distribution checks will begin within seven days, or longer for a December
ex-dividend date.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
UNDERSTANDING
DISTRIBUTIONS
As a fund shareholder, you 
are entitled to your share of 
the fund's net income and 
gains on its investments. The 
fund passes its earnings 
along to its investors as 
DISTRIBUTIONS.
   The     fund earns interest from 
its investments. These are 
passed along as DIVIDEND 
DISTRIBUTIONS. The fund may 
realize capital gains if it sells 
securities for a higher price 
than it paid for them. These 
are passed along as CAPITAL 
GAIN DISTRIBUTIONS.
(checkmark)
TAXES 
As with any investment, you should consider how an investment in the fund
will be taxed. Below are some of the fund's tax implications. 
TAXES ON DISTRIBUTIONS. Interest income that the fund earns is distributed
to shareholders as income dividends. Interest that is federally tax-free
remains tax-free when it is distributed.  
However, gain on the sale of tax-free bonds results in taxable
distributions. Short-term capital gains and a portion of the gain on bonds
purchased at a discount are taxed as dividends. Long-term capital gain
distributions are taxed as long-term capital gains. These distributions are
taxable when they are paid, whether you take them in cash or reinvest them.
However, distributions declared in December and paid in January are taxable
as if they were paid on December 31. Fidelity will send you and the IRS a
statement showing the tax status of the distributions paid to you in the
previous year.
TAXES ON TRANSACTIONS. Your redemptions - including exchanges to other
Fidelity funds - are subject to capital gains tax. A capital gain or loss
is the difference between the cost of your shares and the price you receive
when you sell them. 
Whenever you sell shares of the fund, Fidelity will send you a confirmation
statement showing how many shares you sold and at what price. You will also
receive a consolidated transaction statement every January. However, it is
up to you or your tax preparer to determine whether this sale resulted in a
capital gain and, if so, the amount of tax to be paid. Be sure to keep your
regular account statements; the information they contain will be essential
in calculating the amount of your capital gains. 
"BUYING A DIVIDEND." If you buy shares just before the fund deducts a
capital gain distribution from its NAV, you will pay the full price for the
shares and then receive a portion of the price back in the form of a
taxable distribution.
SHAREHOLDER AND ACCOUNT POLICIES
 
 
TRANSACTION DETAILS 
THE FUND IS OPEN FOR BUSINESS each day the New York Stock Exchange (NYSE)
is open. Fidelity normally calculates the fund's net asset value as of the
close of business of the NYSE, normally 4 p.m. Eastern time.
THE FUND'S NAV is the value of a single share. The NAV is computed by
   adding     the value of the fund's investments, cash, and other assets,
subtracting its liabilities, and then dividing the result by the number of
shares outstanding. 
The fund's assets are valued primarily on the basis of market quotations.
If quotations are not readily available, assets are valued by a method that
the Board of Trustees believes accurately reflects fair value. Foreign
securities are valued on the basis of quotations from the primary market in
which they are traded, and are translated from the local currency into U.S.
dollars using current exchange rates.
THE FUND'S OFFERING PRICE (price to buy one share) and REDEMPTION PRICE
(price to sell one share) are its NAV. 
WHEN YOU SIGN YOUR ACCOUNT APPLICATION, you will be asked to certify that
your Social Security or taxpayer identification number is correct and that
you are not subject to 31% backup withholding for failing to report income
to the IRS. If you violate IRS regulations, the IRS can require the fund to
withhold 31% of your taxable distributions and redemptions. 
YOU MAY INITIATE MANY TRANSACTIONS BY TELEPHONE. Note that Fidelity will
not be responsible for any losses resulting from unauthorized transactions
if it follows reasonable procedures designed to verify the identity of the
caller. Fidelity will request personalized security codes or other
information, and may also record calls. You should verify the accuracy of
your confirmation statements immediately after you receive them. If you do
not want the ability to redeem and exchange by telephone, call Fidelity for
instructions.
IF YOU ARE UNABLE TO REACH FIDELITY BY PHONE (for example, during periods
of unusual market activity), consider placing your order by mail or by
visiting a Fidelity Investor Center. 
THE FUND RESERVES THE RIGHT TO SUSPEND THE OFFERING OF SHARES for a period
of time. The fund also reserves the right to reject any specific purchase
order, including certain purchases by exchange. See "Exchange Restrictions"
on page . Purchase orders may be refused if, in FMR's opinion, they are of
a size that would disrupt management of the fund.
WHEN YOU PLACE AN ORDER TO BUY SHARES, your order will be processed at the
next offering price calculated after your order is received and accepted.
Note the following: 
(bullet)  All of your purchases must be made in U.S. dollars and checks
must be drawn on U.S. banks. 
(bullet)  Fidelity does not accept cash. 
(bullet)  When making a purchase with more than one check, each check must
have a value of at least $50. 
(bullet)  The fund reserves the right to limit the number of checks
processed at one time.
(bullet)  If your check does not clear, your purchase will be cancelled and
you could be liable for any losses or fees the fund or its transfer agent
has incurred. 
(bullet)  You begin to earn dividends as of the first business day
following the day of your purchase.
TO AVOID THE COLLECTION PERIOD associated with check and Money Line
purchases, consider buying shares by bank wire, U.S. Postal money order,
U.S. Treasury check, Federal Reserve check, or direct deposit instead. 
YOU MAY BUY OR SELL SHARES OF THE FUND THROUGH A BROKER, who may charge you
a fee for this service. If you invest through a broker or other
institution, read its program materials for any additional service features
or fees that may apply. 
CERTAIN FINANCIAL INSTITUTIONS that have entered into sales agreements with
Fidelity Distributors Corporation (FDC) may enter confirmed purchase orders
on behalf of customers by phone, with payment to follow no later than the
time when the fund is priced on the following business day. If payment is
not received by that time, the financial institution could be held liable
for resulting fees or losses.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at the
next NAV calculated after your request is received and accepted. Note the
following: 
(bullet)  Normally, redemption proceeds will be mailed to you on the next
business day, but if making immediate payment could adversely affect the
fund, it may take up to seven days to pay you. 
(bullet)  Shares will earn dividends through the date of redemption;
however, shares redeemed on a Friday or prior to a holiday will continue to
earn dividends until the next business day.
(bullet)  Fidelity Money Line redemptions generally will be credited to
your bank account on the second or third business day after your phone
call.
(bullet)  The fund may hold payment on redemptions until it is reasonably
satisfied that investments made by check or Fidelity Money Line have been
collected, which can take up to seven    business     days.
(bullet)  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.
THE REDEMPTION FEE, if applicable, will be deducted from the amount of your
redemption. This fee is paid to the fund rather than FMR, and it does not
apply to shares that were acquired through reinvestment of distributions.
If shares you are redeeming were not all held for the same length of time,
those shares you held longest will be redeemed first for purposes of
determining whether the fee applies.
THE FEES FOR INDIVIDUAL TRANSACTIONS are waived if your account balance at
the time of the transaction is $50,000 or more. Otherwise, you should note
the following: 
(bullet)  The $5.00 exchange fee will be deducted from the amount of your
exchange.
(bullet)  The $5.00 wire fee will be deducted from the amount of your wire. 
(bullet)  The $5.00 account closeout fee does not apply to exchanges or
wires.
IF YOUR ACCOUNT BALANCE FALLS BELOW $5,000, you will be given 30 days'
notice to reestablish the minimum balance. If you do not increase your
balance, Fidelity reserves the right to close your account and send the
proceeds to you. Your shares will be redeemed at the NAV on the day your
account is closed and the $5.00 account closeout fee will be charged. 
FIDELITY MAY CHARGE A FEE FOR SPECIAL SERVICES, such as providing
historical account documents, that are beyond the normal scope of its
services. 
EXCHANGE RESTRICTIONS
As a shareholder, you have the privilege of exchanging shares of the fund
for shares of other Fidelity funds. However, you should note the following:
(bullet)  The fund you are exchanging into must be registered for sale in
your state.
(bullet)  You may only exchange between accounts that are registered in the
same name, address, and taxpayer identification number.
(bullet)  Before exchanging into a fund, read its prospectus.
(bullet)  If you exchange into a fund with a sales charge, you pay the
percentage-point difference between that fund's sales charge and any sales
charge you have previously paid in connection with the shares you are
exchanging. For example, if you had already paid a sales charge of 2% on
your shares and you exchange them into a fund with a 3% sales charge, you
would pay an additional 1% sales charge.
(bullet)  Exchanges may have tax consequences for you.
(bullet)  Because excessive trading can hurt fund performance and
shareholders, the fund reserves the right to temporarily or permanently
terminate the exchange privilege of any investor who makes more than four
exchanges out of the fund per calendar year. Accounts under common
ownership or control, including accounts with the same taxpayer
identification number, will be counted together for purposes of the four
exchange limit.
(bullet)  The fund reserves the right to 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.
(bullet)  Your exchanges may be restricted or refused if the fund receives
or anticipates simultaneous orders affecting significant portions of the
fund's assets. In particular, a pattern of exchanges that coincide with a
"market timing" strategy may be disruptive to the fund.
Although the fund will attempt to give you prior notice whenever it is
reasonably able to do so, it may impose these restrictions at any time. The
fund reserves the right to terminate or modify the exchange privilege in
the future. 
OTHER FUNDS MAY HAVE DIFFERENT EXCHANGE RESTRICTIONS, and may impose
administrative fees of up to $7.50 and redemption fees of up to 1.50% on
exchanges. Check each fund's prospectus for details.
THE FUND IN DETAIL
 
 
CHARTER 
LIMITED TERM MUNICIPALS IS A MUTUAL FUND: an investment that pools
shareholders' money and invests it toward a specified goal. In technical
terms, the fund is currently a non-diversified fund of Fidelity School
Street Trust, an open-end management investment company organized as a
Massachusetts business trust on September 10, 1976. 
THE FUND IS GOVERNED BY A BOARD OF TRUSTEES, which is responsible for
protecting the interests of shareholders. The trustees are experienced
executives who meet throughout the year to oversee the fund's activities,
review contractual arrangements with companies that provide services to the
fund, and review performance. The majority of trustees are not otherwise
affiliated with Fidelity. 
THE FUND MAY HOLD SPECIAL MEETINGS AND MAIL PROXY MATERIALS. These meetings
may be called to elect or remove trustees, change fundamental policies,
approve a management contract, or for other purposes. Shareholders not
attending these meetings are encouraged to vote by proxy. Fidelity will
mail proxy materials in advance, including a voting card and information
about the proposals to be voted on. You are entitled to one vote for each
share you own.
FMR AND ITS AFFILIATES 
The fund is managed by FMR, which chooses the fund's investments and
handles its business affairs. Fidelity Management & Research (U.K.)
Inc. (FMR U.K.) and Fidelity Management & Research (Far East) Inc. (FMR
Far East) assist FMR with foreign investments.
George Fischer has been manager of Spartan Bond Strategist since it began
in September 1993. He also manages various trust accounts. Mr. Fischer
joined Fidelity in 1989, after receiving an M.B.A. from the University of
Pennsylvania.
FDC distributes and markets Fidelity's funds and services. Fidelity Service
Co. (FSC) performs transfer agent servicing functions for the fund.
FIDELITY FACTS
Fidelity offers the broadest
selection of mutual funds
in the world.
(bullet) Number of Fidelity mutual 
funds: over    200    
(bullet) Assets in Fidelity mutual 
funds: over $   223     billion
(bullet) Number of shareholder 
accounts: over    14     million
(bullet) Number of investment 
analysts and portfolio 
managers: over    200    
(checkmark)
FMR Corp. is the parent company of these organizations. Through ownership
of voting common stock, Edward C. Johnson 3d (President and a trustee of
the trust), Johnson family members, and various trusts for the benefit of
the Johnson family form a controlling group with respect to FMR Corp.    As
of December 31, 1993, an FMR affiliate held approximately 51.8% of the
fund's total outstanding shares. By virtue of his controlling interest in
FMR Corp., Mr. Edward C. Johnson 3d may be considered a beneficial owner of
these shares.    
To carry out the fund's transactions, FMR may use its broker-dealer
affiliates and other firms that sell fund shares, provided that the fund
receives services and commission rates comparable to those of other
broker-dealers. 
BREAKDOWN OF EXPENSES 
Like all mutual funds, the fund pays fees related to its daily operations.
Expenses paid out of the fund's assets are reflected in its share price or
dividends; they are neither billed directly to shareholders nor deducted
from shareholder accounts. 
The fund pays a MANAGEMENT FEE to FMR for managing its investments and
business affairs. FMR in turn may pay fees to affiliates who provide
assistance with these services.
FMR may, from time to time, agree to reimburse the fund for management
   fees     above a specified limit. FMR retains the ability to be repaid
by the fund if expenses fall below the specified limit prior to the end of
the fiscal year. Reimbursement arrangements, which may be terminated at any
time without notice, can decrease the fund's expenses and boost its
performance.
MANAGEMENT FEE 
The management fee is calculated and paid to FMR every month. The fund pays
the fee at the annual rate of .70% of its average net assets. 
FMR HAS SUB-ADVISORY AGREEMENTS with FMR U.K. and FMR Far East. These
sub-advisers provide FMR with investment research and advice on companies
based outside the United States. Under the sub-advisory agreements, FMR
pays FMR U.K. and FMR Far East fees equal to 110% and 105%, respectively,
of the costs of providing these services.
The sub-advisers may also provide investment management services   . In
return    , FMR pays FMR U.K. and FMR Far East 50% of its management fee
rate with respect to the fund's investments that the sub-adviser manages on
a discretionary basis.
FSC performs many transaction and accounting functions for the fund. These
services include processing shareholder transactions and calculating the
fund's share price. FMR, and not the fund, pays for these services. 
To offset shareholder service costs, FMR or its affiliates also collect the
fund's $5.00 exchange fee, $5.00 account closeout fee, and $5.00 fee for
wire purchases and redemptions.    For fiscal 1993, these fees amounted to
$75, $5, and $0, respectively.    
The fund has adopted a Distribution and Service Plan. This plan recognizes
that FMR may use its resources, including management fees, to pay expenses
associated with the sale of fund shares. This may include payments to third
parties, such as banks or broker-dealers, that provide shareholder support
services or engage in the sale of the fund's shares. It is important to
note, however, that the fund does not pay FMR any separate fees for this
service.
The fund's annualized portfolio turnover rate for fiscal 1993 was
   275    %. This rate varies from year to year.        High turnover rates
increase transaction costs and may increase taxable capital gains. FMR
considers these effects when evaluating the anticipated benefits of
short-term investing   .    
INVESTMENT PRINCIPLES
THE FUND SEEKS MAXIMUM TOTAL INVESTMENT RETURN AFTER THE EFFECT OF FEDERAL
INCOME TAX by investing primarily in taxable and tax-exempt debt
instruments. FMR normally invests at least 65% of the fund's total assets
in these instruments. 
Most bond funds focus on yield, which is only one component of total
return, and invest in either taxable or tax-   free     bonds. Spartan Bond
Strategist has the flexibility to invest in a combination of these
securities, which have varying maturities and levels of credit quality. The
fund varies its proportion in each bond market to pursue high after-tax
total return, which is the combination of income and changes in value   
after the effect of federal income tax    . When choosing the fund's
investments, FMR looks at expected federal tax rates on income and capital
gains and considers the potential effect of taxes, assuming a high tax
bracket. The federal alternative minimum tax and state and local taxes are
not considered.
FMR studies interest rates, credit conditions, and other factors, and may
use a variety of techniques to adjust the fund's exposure to the taxable
and tax-exempt bond markets. FMR relies on fundamental research to select
domestic and foreign investments, and may also use computer-aided analysis.
The fund's strategy does not restrict its ability to invest in either bond
market. However, the fund seeks to distribute the tax-   free     income it
does earn. To do this, the fund must invest at least 50% of its total
assets in municipal securities at the end of each quarter, even if this
means missing an investment opportunity in the taxable bond market.
The fund's level of risk and potential reward depend on the quality and
maturity of its investments. Lower-quality, longer-term investments
typically carry the most risk and the highest performance potential. The
fund focuses on investment-grade securities, but may also invest in
lower-quality securities. The fund expects to maintain an intermediate- to
long-term dollar-weighted average maturity, but there are no restrictions
on the maturity of its investments. 
The fund's yield and share price will change based on changes in interest
rates. In general, bond prices rise when interest rates fall, and vice
versa. FMR may use various investment techniques to hedge the fund's risks,
but there is no guarantee that these strategies will work as intended. When
you sell your shares, they may be worth more or less than what you paid for
them.
FMR normally invests the fund's assets according to its investment
strategy. When FMR considers it appropriate    for defensive purposes    ,
however, it may temporarily invest substantially in short-term securities
and money market instruments.
SECURITIES AND INVESTMENT PRACTICES 
The following pages contain more detailed information about types of
instruments in which the fund may invest, and strategies FMR may employ in
pursuit of the fund's investment objective. A summary of risks and
restrictions associated with these instrument types and investment
practices is included as well. Policies and limitations are considered at
the time of purchase; the sale of instruments is not required in the event
of a subsequent change in circumstances.
FMR may not buy all of these instruments or use all of these techniques to
the full extent permitted unless it believes that doing so will help the
fund achieve its goal. As a shareholder, you will receive financial reports
every six months detailing fund holdings and describing recent investment
activities. 
DEBT SECURITIES. Bonds and other debt instruments are used by issuers to
borrow money from investors. The issuer pays the investor a fixed or
variable rate of interest, and must repay the amount borrowed at maturity.
Some debt securities, such as zero coupon bonds, do not pay current
interest, but are purchased at a discount from their face values. Debt
securities have varying degrees of quality and varying levels of
sensitivity to changes in interest rates. Longer-term bonds are generally
more sensitive to interest rate changes than short-term bonds.
Lower-quality debt securities    (sometimes     called "junk bonds")    may
have     speculative    characteristics    , and involve greater risk of
default or price changes due to changes in the issuer's creditworthiness.
The market prices of these securities may fluctuate more than
higher-quality securities and may decline significantly in periods of
general economic difficulty.
The table on        page    23     provides a summary of ratings assigned
to debt holdings (not including money market instruments) in the fund's
portfolio. These figures are dollar-weighted averages of month-end
portfolio holdings during fiscal 1993, and are presented as a percentage of
total investments. These percentages are historical and do not necessarily
indicate the fund's current or future debt holdings.  
FISCAL 1993 DEBT HOLDINGS, BY RATING
 MOODY'S STANDARD & 
POOR'S
 INVESTORS SERVICE, INC.  CORPORATION 
 Rating  Average A  Rating  Averag
eA 
INVESTMENT GRADE    
Highest quality Aaa  AAA 
High quality Aa    67.8    % AA    66.3    %
Upper-medium grade A  A 
Medium grade Baa    8.5    % BBB    7.8    %
LOWER QUALITY    
Moderately speculative Ba    5.5%     BB    2.6    %
Speculative B    0.0    % B    1.4    %
Highly speculative Caa    0.0    % CCC    0.0    %
Poor quality Ca    0.0    % CC    0.0    %
Lowest quality, no interest C  C 
In default, in arrears --    0.0%     D    0.0    %
     81.8    %     78.1    %
 A         THE DOLLAR-WEIGHTED AVERAGE OF DEBT SECURITIES NOT RATED BY
MOODY'S OR 
S&P AMOUNTED TO    3.1    %. THIS MAY INCLUDE SECURITIES RATED BY OTHER 
NATIONALLY RECOGNIZED RATING SERVICES, AS WELL AS UNRATED SECURITIES. 
UNRATED SECURITIES ARE NOT NECESSARILY LOWER-QUALITY SECURITIES. REFER TO
THE 
FUND'S STATEMENT OF ADDITIONAL INFORMATION FOR A MORE COMPLETE DISCUSSION 
OF THESE RATINGS.
       
RESTRICTIONS: The fund    does     not    currently intend to     invest
more than 35% of its assets in debt securities    rated below Baa by
    Moody's    or BBB     by S&P,    and unrated securities judged by
FMR to be of equivalent quality, and does     not    currently intend to
    invest in corporate or municipal bonds rated below B by Moody's or
S&P. There is no quality restriction on foreign government securities.
MUNICIPAL SECURITIES are issued to raise money for a variety of public
purposes, including general financing for state and local governments, or
financing for specific projects or public facilities. Municipal securities
may be issued in anticipation of future revenues, and may be backed by the
full taxing power of a municipality, the revenues from a specific project,
or the credit of a private organization. A security's credit may be
enhanced by a bank, insurance company, or other financial institution. The
fund may own a municipal security directly or through a participation
interest.
MUNICIPAL LEASE OBLIGATIONS are used by municipalities to acquire land,
equipment, or facilities. If the municipality stops making payments or
transfers its obligations to a private entity, the    obligation could lose
valu    e or become taxable. 
PRIVATE ENTITIES may be involved in some municipal securities. For example,
industrial revenue bonds are backed by private entities, and resource
recovery bonds often involve private corporations. The viability of a
project or tax incentives could affect the value and credit quality of
these securities. 
U.S. GOVERNMENT SECURITIES are high-quality debt securities issued or
guaranteed by the U.S. Treasury or by an agency or instrumentality of the
U.S. government. Not all U.S. government securities are backed by the full
faith and credit of the United States. For example, securities issued by
the Federal Farm Credit Bank or by the Federal National Mortgage
Association are supported by the instrumentality's right to borrow money
from the U.S. Treasury under certain circumstances. However, securities
issued by the Financing Corporation are supported only by the credit of the
entity that issued them.
FOREIGN SECURITIES and foreign currencies may involve additional risks.
These include currency fluctuations, risks relating to political or
economic conditions in the foreign country, and the potentially less
stringent investor protection and disclosure standards of foreign markets.
In addition to the political and economic factors that can affect foreign
securities, a governmental issuer may be unwilling to repay principal and
interest when due, and may require that the conditions for payment be
renegotiated. These factors could make foreign investments, especially
those in developing countries, more volatile.
ASSET-BACKED AND MORTGAGE SECURITIES may include pools of consumer loans or
mortgages, such as collateralized mortgage obligations and stripped
mortgage-backed securities. The value of these securities may be
significantly affected by changes in interest rates, the market's
perception of the issuers, and the creditworthiness of the parties
involved. These securities may also be subject to prepayment risk.
STRIPPED SECURITIES are the separate income or principal components of a
debt instrument. These involve risks that are similar to those of other
debt securities, although they may be more volatile.
VARIABLE- AND FLOATING-RATE INSTRUMENTS may have interest rates that move
in tandem with a benchmark, helping to stabilize their prices. Inverse
floaters have interest rates that move in the opposite direction from the
benchmark, making the instrument's market value more volatile.
PUT FEATURES entitle the holder to put (sell back) an instrument to the
issuer or a financial intermediary. In exchange for this benefit, the fund
may pay periodic fees or accept a lower interest rate. Demand features and
standby commitments are types of put features.
ADJUSTING INVESTMENT EXPOSURE. The fund can use various techniques to
increase or decrease its exposure to changing security prices, interest
rates, currency exchange rates, commodity prices, or other factors that
affect security values. These techniques may involve derivative
transactions such as buying and selling options and futures contracts,
entering into currency exchange contracts or swap agreements, and
purchasing indexed securities.
FMR can use these practices to adjust the risk and return characteristics
of the fund's portfolio of investments. If FMR judges market conditions
incorrectly or employs a strategy that does not correlate well with the
fund's investments, these techniques could result in a loss, regardless of
whether the intent was to reduce risk or increase return. These techniques
may increase the volatility of the fund and may involve a small investment
of cash relative to the magnitude of the risk assumed. In addition, these
techniques could result in a loss if the counterparty to the transaction
does not perform as promised. 
DIRECT DEBT. Loans and other direct debt instruments are interests in
amounts owed to another party by a company, government, or other borrower.
They have additional risks beyond conventional debt securities because they
may entail less legal protection for the fund, or there may be a
requirement that the fund supply additional cash to a borrower on demand.
WHEN-ISSUED AND DELAYED-DELIVERY TRANSACTIONS are trading practices in
which payment and delivery for the securities take place at a future date.
The market value of a security could change during this period, which could
affect the fund's yield.
REPURCHASE AGREEMENTS. In a repurchase agreement, the fund buys a security
at one price and simultaneously agrees to sell it back at a higher price.
Delays or losses could result if the other party to the agreement defaults
or becomes insolvent.
   FOREIGN REPURCHASE AGREEMENTS may be less well secured than U.S.
repurchase agreements, and may be denominated in foreign currencies. They
also may involve greater risk of loss if the counterparty defaults. Some
counterparties in these transactions may be less creditworthy than those in
the U.S. markets.    
ILLIQUID AND RESTRICTED SECURITIES. Some investments may be determined by
FMR, under the supervision of the Board of Trustees, to be illiquid, which
means that they may be difficult to sell promptly at an acceptable price.
The sale of other securities may be subject to legal restrictions.
Difficulty in selling securities may result in a loss or may be costly to
the fund. 
RESTRICTIONS: The fund may not purchase a security if, as a result, more
than 10% of its assets would be invested in illiquid securities. 
OTHER INSTRUMENTS may include convertible bonds, preferred stocks, and
warrants.
DIVERSIFICATION. Diversifying a fund's investment portfolio can reduce the
risks of investing. This may include limiting the amount of money invested
in any one issuer or, on a broader scale, in any one industry or type of
project. Economic, business, or political changes can affect all securities
of a similar type. A fund that is not diversified may be more sensitive to
these changes, and also to changes in the market value of a single issuer
or industry.
RESTRICTIONS: The fund is considered non-diversified.    Generally, to meet
federal tax requirements at the close of each quarter, the fund does not
invest more than 25% of its total assets in any one issuer and, w    ith
respect to 50% of total assets,    does     not invest more than 5% of its
total assets in any one issuer. These limitations do not apply to U.S.
government securities. The fund may not invest more than 25% of its assets
in any one industry. This limitation does not apply to U.S. government
securities or municipal securities.
BORROWING. The fund may borrow from banks or from other funds advised by
FMR, or through reverse repurchase agreements. If the fund borrows money,
its share price may be subject to greater fluctuation until the borrowing
is paid off. If the fund makes additional investments while borrowings are
outstanding, this may be considered a form of leverage.
RESTRICTIONS: The fund may borrow only for temporary or emergency purposes,
but not in an amount exceeding 33% of its total assets.
LENDING. Lending securities to broker-dealers and institutions, including
FBSI, an        affiliate of FMR, is a means of earning income. This
practice could result in a loss or a delay in recovering a fund's
securities. The fund may also lend to other funds advised by FMR.
RESTRICTIONS: Loans, in the aggregate, may not exceed 33% of the fund's
total assets.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS 
Some of the policies and restrictions discussed on the preceding pages are
fundamental, that is, subject to change only by shareholder approval. The
following paragraph restates all those that are fundamental. All policies
stated throughout this prospectus, other than those identified in the
following paragraph, can be changed without shareholder approval. 
The fund seeks maximum total investment return after the effect of federal
income taxes   ,     by investing primarily in taxable and tax-exempt debt
instruments. The fund may not invest more than 25% of its assets in any one
industry. The fund may borrow only for temporary or emergency purposes, but
not in an amount exceeding 33% of its total assets. Loans, in the
aggregate, may not exceed 33% of    the     fund's total assets.
 
 
 
 
 
 
This prospectus is printed on recycled paper using soy-based inks.
 
   
SPARTAN (Registered trade mark) BOND STRATEGIST (Registered trade mark)
    
   A FUND OF FIDELITY SCHOOL STREET TRUST    
   STATEMENT OF ADDITIONAL INFORMATION    
   FEBRUARY 17, 1994    
296This Statement is not a prospectus but should be read in conjunction
with the fund's current Prospectus (dated February 17, 1994). Please retain
this document for future reference. The Annual Report for the fiscal period
ended December 31, 1993 is incorporated herein by reference. To obtain an
additional copy of the Prospectus or the Annual Report, please call
Fidelity Distributors Corporation at 1-800-544-8888.
589TABLE OF CONTENTS                                PAGE        
 
590                                                             
 
591Investment Policies and Limitations                 2        
 
592Portfolio Transactions                              11       
 
593Valuation of Portfolio Securities                   12       
 
594Performance                                         13       
 
595Additional Purchase and Redemption Information      16       
 
596Distributions and Taxes                             17       
 
597FMR                                                 17       
 
598Trustees and Officers                               18       
 
599Management Contract                                 19       
 
600Distribution and Service Plan                       20       
 
601Contracts with Companies Affiliated with FMR        21       
 
602Description of the Trust                            21       
 
603Financial Statements                                22       
 
604Appendix                                            22       
 
   INVESTMENT ADVISER    
Fidelity Management & Research Company (FMR)
INVESTMENT SUB-ADVISERS
   Fidelity Management & Research (U.K.) Inc. (FMR U.K.)    
   Fidelity Management & Research (Far East) Inc. (FMR Far East)    
   DISTRIBUTOR    
   Fidelity Distributors Corporation (FDC)    
   TRANSFER AGENT    
   Fidelity Service Co. (FSC)    
297SBS-ptb-294
298
299INVESTMENT POLICIES AND LIMITATIONS
300The following policies and limitations supplement those set forth in the
Prospectus. Unless otherwise noted, whenever an investment policy or
limitation states a maximum percentage of the fund's assets that may be
invested in any security or other asset, or sets forth a policy regarding
quality standards, such standard or percentage limitation will be
determined immediately after and as a result of the fund's acquisition of
such security or other asset. Accordingly, any subsequent change in values,
net assets, or other circumstances will not be considered when determining
whether the investment complies with the fund's investment policies and
limitations.
301The fund's fundamental investment policies and limitations cannot be
changed without approval by a "majority of the outstanding voting
securities" (as defined in the Investment Company Act of 1940) of the fund.
However, except for the fundamental investment limitations set forth below,
the investment policies and limitations described in this Statement of
Additional Information are not fundamental and may be changed without
shareholder approval. THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT
LIMITATIONS SET FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
302(1) issue senior securities, except as permitted under the Investment
Company Act of 1940;
303(2) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
304(3) underwrite securities issued by others, except to the extent that
the fund may be considered an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;
305(4) purchase the securities of any issuer (other than securities issued
or guaranteed by the U.S. government or any of its agencies or
instrumentalities, or tax-exempt obligations issued or guaranteed by a U.S.
territory or possession or a state or local government, or a political
subdivision of any of the foregoing) if, as a result, more than 25% of the
fund's total assets would be invested in securities of companies whose
principal business activities are in the same industry;
306(5) purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from investing in securities or other instruments backed by real
estate or securities of companies engaged in the real estate business);
307(6) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
308(7) lend any security or make any other loan if, as a result, more than
33 1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.
309THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.
310(i) To meet federal tax requirements for qualification as a "regulated
investment company," the fund limits its investments so that at the close
of each quarter of its taxable year: (a) with regard to at least 50% of
total assets, no more than 5% of total assets are invested in the
securities of a single issuer, and (b) no more than 25% of total assets are
invested in the securities of a single issuer. Limitations (a) and (b) do
not apply to "Government securities" as defined for federal tax purposes.
311(ii) The fund does not currently intend to sell securities short, unless
it owns or has the right to obtain securities equivalent in kind and amount
to the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
312(iii) The fund does not currently intend to purchase securities on
margin, except that the fund may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.
313(iv) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (2)). The fund will not
purchase any security while borrowings representing more than 5% of its
total assets are outstanding. The fund will not borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.
314(v) The fund does not currently intend to purchase any security if, as a
result, more than 10% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the prices
at which they are valued.
   315(vi) The fund does not currently intend to invest more than 25% of
its total assets in industrial revenue bonds related to a single
industry.    
316(vi   i    ) The fund does not currently intend to invest in securities
of real estate investment trusts that are not readily marketable, or to
invest in securities of    real estate     limited partnerships that are
not listed on the New York Stock Exchange or the American Stock Exchange or
traded on the NASDAQ National Market System.
317(vi   i    i) The fund does not currently intend to lend assets other
than securities to other parties, except by (a) lending money (up to 7.5%
of the fund's net assets) to a registered investment company or portfolio
for which FMR or an affiliate serves as investment adviser or (b) acquiring
loans, loan participations, or other forms of direct debt instruments and,
in connection therewith, assuming any associated unfunded commitments of
the sellers. (This limitation does not apply to purchases of debt
securities or to repurchase agreements.)
318(   i    x) The fund does not currently intend to (a) purchase
securities of other investment companies, except in the open market where
no commission except the ordinary broker's commission is paid, or (b)
purchase or retain securities issued by other open-end investment
companies. Limitations (a) and (b) do not apply to securities received as
dividends, through offers of exchange, or as a result of a reorganization,
consolidation, or merger.
319   (    x) The fund does not currently intend to purchase the securities
of any issuer (other than securities issued or guaranteed by domestic or
foreign governments or political subdivisions thereof) if, as a result,
more than 5% of its total assets would be invested in the securities of
business enterprises that, including predecessors, have a record of less
than three years of continuous operation.
320(x   i    ) The fund does not currently intend to purchase warrants,
valued at the lower of cost or market, in excess of 5% of the fund's net
assets. Included in that amount, but not to exceed 2% of the fund's net
assets, may be warrants that are not listed on the New York Stock Exchange
or the American Stock Exchange. Warrants acquired by the fund in units or
attached to securities are not subject to these restrictions.
321(xi   i    ) The fund does not currently intend to invest in oil, gas,
or other mineral exploration or development programs or leases.
322For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions"
beginning on page 9.
323AFFILIATED BANK TRANSACTIONS. Pursuant to exemptive orders issued by the
Securities and Exchange Commission (SEC), the fund may engage in
transactions with banks that are, or may be considered to be, "affiliated
persons" of the fund under the Investment Company Act of 1940. Such
transactions may be entered into only pursuant to procedures established
and periodically reviewed by the Board of Trustees. These transactions may
include repurchase agreements with custodian banks; purchases, as
principal, of short-term obligations of, and repurchase agreements with,
the 50 largest U.S. banks (measured by deposits); transactions in municipal
securities; and transactions in U.S. government securities with affiliated
banks that are primary dealers in these securities.
324DELAYED-DELIVERY TRANSACTIONS. The fund may buy and sell securities on a
delayed-delivery or when-issued basis. These transactions involve a
commitment by the fund to purchase or sell specific securities at a
predetermined price or yield, with payment and delivery taking place after
the customary settlement period for that type of security (and more than
seven days in the future). Typically, no interest accrues to the purchaser
until the security is delivered. The fund may receive fees for entering
into delayed-delivery transactions.
325When purchasing securities on a delayed-delivery basis, the fund assumes
the rights and risks of ownership, including the risk of price and yield
fluctuations. Because the fund is not required to pay for securities until
the delivery date, these risks are in addition to the risks associated with
the fund's other investments. If the fund remains substantially fully
invested at a time when delayed-delivery purchases are outstanding, the
delayed-delivery purchases may result in a form of leverage. When
delayed-delivery purchases are outstanding, the fund will set aside
appropriate liquid assets in a segregated custodial account to cover its
purchase obligations. When the fund has sold a security on a
delayed-delivery basis, the fund does not participate in further gains or
losses with respect to the security. If the other party to a
delayed-delivery transaction fails to deliver or pay for the securities,
the fund could miss a favorable price or yield opportunity, or could suffer
a loss.
326The fund may renegotiate delayed-delivery transactions after they are
entered into, and may sell underlying securities before they are delivered,
which may result in capital gains or losses.
327REFUNDING CONTRACTS. The fund may purchase securities on a when-issued
basis in connection with the refinancing of an issuer's outstanding
indebtedness. Refunding contracts require the issuer to sell and the fund
to buy refunded municipal obligations at a stated price and yield on a
settlement date that may be several months or several years in the future.
The fund generally will not be obligated to pay the full purchase price if
it fails to perform under a refunding contract. Instead, refunding
contracts generally provide for payment of liquidated damages to the issuer
(currently 15-20% of the purchase price). The fund may secure its
obligations under a refunding contract by depositing collateral or a letter
of credit equal to the liquidated damages provisions of the refunding
contract. When required by SEC guidelines, the fund will place liquid
assets in a segregated custodial account equal in amount to its obligations
under refunding contracts.
328INVERSE FLOATERS are instruments whose interest rates bear an inverse
relationship to the interest rate on another security or the value of an
index. Changes in the interest rate on the other security or index
inversely affect the residual interest rate paid on the inverse floater,
with the result that the inverse floater's price will be considerably more
volatile than that of a fixed-rate bond. For example, a municipal issuer
may decide to issue two variable-rate instruments instead of a single
long-term, fixed-rate bond. The interest rate on one instrument reflects
short-term interest rates, while the interest rate on the other instrument
(the inverse floater) reflects the approximate rate the issuer would have
paid on a fixed-rate bond, multiplied by two, minus the interest rate paid
on the short-term instrument. Depending on market availability, the two
portions may be recombined to form a fixed-rate municipal bond. The market
for inverse floaters is relatively new.
329VARIABLE OR FLOATING RATE OBLIGATIONS, including certain participation
interests in municipal instruments, have interest rate adjustment formulas
that help stabilize their market values. Many variable and floating rate
instruments also carry demand features that permit the fund to sell them at
par value plus accrued interest on short notice. 
330In many instances bonds and participation interests have tender options
or demand features that permit the fund to tender (or put) the bonds to an
institution at periodic intervals and to receive the principal amount
thereof. The fund considers variable rate instruments structured in this
way (Participating VRDOs) to be essentially equivalent to other VRDOs it
purchases. The IRS has not ruled whether the interest on Participating
VRDOs is tax-exempt and, accordingly, the fund intends to purchase these
instruments based on opinions of bond counsel. The fund may also invest in
fixed-rate bonds that are subject to third party puts and in participation
interests in such bonds held by a bank in trust or otherwise.
331TENDER OPTION BONDS are created by coupling an intermediate- or
long-term   , fixed-rate,     tax-exempt bond (generally held pursuant to a
custodial arrangement) with a tender agreement that gives the holder the
option to tender the bond at its face value. As consideration for providing
the tender option, the sponsor (usually a bank, broker-dealer, or other
financial institution) receives periodic fees equal to the difference
between the bond's fixed coupon rate and the rate (determined by a
remarketing or similar agent) that would cause the bond, coupled with the
tender option, to trade at par on the date of such determination. After
payment of the tender option fee, the fund effectively holds a demand
obligation that bears interest at the prevailing short-term tax-exempt
rate. In selecting tender option bonds for the fund, FMR will consider the
creditworthiness of the issuer of the underlying bond, the custodian, and
the third party provider of the tender option. In certain instances, a
sponsor may terminate a tender option if, for example, the issuer of the
underlying bond defaults on interest payments.
332ZERO COUPON BONDS        do not make    regular     interest payments.
Instead, they are sold at a deep discount from their face value and are
redeemed at face value when they mature. Because zero coupon bonds do not
pay current income, their prices can be very volatile when interest rates
change. In calculating its daily dividend, the fund takes into account as
income a portion of the difference between a zero coupon bond's purchase
price and its face value.
333STANDBY COMMITMENTS are puts that entitle holders to same-day settlement
at an exercise price equal to the amortized cost of the underlying security
plus accrued interest, if any, at the time of exercise. The fund may
acquire standby commitments to enhance the liquidity of portfolio
securities.
334Ordinarily the fund will not transfer a standby commitment to a third
party, although it could sell the underlying municipal security to a third
party at any time. The fund may purchase standby commitments separate from
or in conjunction with the purchase of securities subject to such
commitments. In the latter case, the fund would pay a higher price for the
securities acquired, thus reducing their yield to maturity. 
335Issuers or financial intermediaries may obtain letters of credit or
other guarantees to support their ability to buy securities on demand. FMR
may rely upon its evaluation of a bank's credit in determining whether to
support an instrument supported by a letter of credit. In evaluating a
foreign bank's credit, FMR will consider whether adequate public
information about the bank is available and whether the bank may be subject
to unfavorable political or economic developments, currency controls, or
other governmental restrictions that might affect the bank's ability to
honor its credit commitment.
336Standby commitments are subject to certain risks, including the ability
of issuers of standby commitments to pay for securities at the time the
commitments are exercised; the fact that standby commitments are not
marketable by the    fund;     and the possibility that the maturities of
the underlying securities may be different from those of the commitments. 
337MUNICIPAL LEASE OBLIGATIONS. The fund may invest a portion of its assets
in municipal leases and participation interests therein. These obligations,
which may take the form of a lease, an installment purchase, or a
conditional sale contract, are issued by state and local governments and
authorities to acquire land and a wide variety of equipment and facilities.
Generally, the fund will not hold such obligations directly as a lessor of
the property, but will purchase a participation interest in a municipal
obligation from a bank or other third party. A participation interest gives
the fund a specified, undivided interest in the obligation in proportion to
its purchased interest in the total amount of the obligation.
338Municipal leases frequently have risks distinct from those associated
with general obligation or revenue bonds. State constitutions and statutes
set forth requirements that states or municipalities must meet to incur
debt. These may include voter referenda, interest rate limits, or public
sale requirements. Leases, installment purchases, or conditional sale
contracts (which normally provide for title to the leased asset to pass to
the governmental issuer) have evolved as a means for governmental issuers
to acquire property and equipment without meeting their constitutional and
statutory requirements for the issuance of debt. Many leases and contracts
include "non-appropriation clauses" providing that the governmental issuer
has no obligation to make future payments under the lease or contract
unless money is appropriated for such purposes by the appropriate
legislative body on a yearly or other periodic basis. Non-appropriation
clauses free the issuer from debt issuance limitations.
339REPURCHASE AGREEMENTS. In a repurchase agreement, the fund purchases a
security and simultaneously commits to resell that security to the seller
at an agreed-upon price on an agreed-upon date within a number of days from
the date of purchase. The resale price reflects the purchase price plus an
agreed-upon incremental amount which is unrelated to the coupon rate or
maturity of the purchased security. A repurchase agreement is a taxable
obligation which involves the obligation of the seller to pay the
agreed-upon price, which obligation is in effect secured by the value (at
least equal to the amount of the agreed-upon resale price and marked to
market daily) of the underlying security. The fund may engage in a
repurchase agreement with respect to any security in which it is authorized
to invest. While it does not presently appear possible to eliminate all
risks from these transactions (particularly the possibility of a decline in
the market value of the underlying securities, as well as delays and costs
to the fund in connection with bankruptcy proceedings), it is the fund's
current policy to limit repurchase agreement transactions to those parties
whose creditworthiness has been reviewed and found satisfactory by FMR.
340FOREIGN REPURCHASE AGREEMENTS. Foreign repurchase agreements may include
agreements to purchase and sell foreign securities in exchange for fixed
U.S. dollar amounts, or in exchange for specified amounts of foreign
currency. Unlike typical U.S. repurchase agreements, foreign repurchase
agreements may not be fully collateralized at all times: i.e., the value of
the security purchased by the fund may be more or less than the price at
which the counterparty has agreed to repurchase the security. In the event
of a default by the counterparty, the fund may suffer a loss if the value
of the security purchased is less than the agreed-upon repurchase price, or
if the fund is unable to successfully assert a claim to the collateral
under foreign laws. As a result, foreign repurchase agreements may involve
higher credit risks than repurchase agreements in U.S. markets, as well as
risks associated with currency fluctuations. In addition, as with other
emerging market investments, repurchase agreements with counterparties
located in emerging markets or relating to emerging market securities may
involve issuers or counterparties with lower credit ratings than typical
U.S. repurchase agreements.
341REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, the
fund sells a portfolio instrument to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase the instrument
at a particular price and time. While a reverse repurchase agreement is
outstanding, the fund will maintain appropriate liquid assets in a
segregated custodial account to cover its obligation under the agreement.
The fund will enter into reverse repurchase agreements only with parties
whose creditworthiness has been found satisfactory by FMR. Such
transactions may increase fluctuations in the market value of the fund's
assets and may be viewed as a form of leverage.
342MORTGAGE-BACKED SECURITIES. The fund may purchase mortgage-backed
securities issued by government and non-government entities, such as banks,
mortgage lenders, or other financial institutions. A mortgage-backed
security may be an obligation of the issuer backed by a mortgage or pool of
mortgages or a direct interest in an underlying pool of mortgages. Some
mortgage-backed securities, such as collateralized mortgage obligations or
CMOs, make payments of both principal and interest at a variety of
intervals; others make semiannual interest payments at a predetermined rate
and repay principal at maturity (like a typical bond). Mortgage-backed
securities are based on different types of mortgages including those on
commercial real estate or residential properties. Other types of
mortgage-backed securities will likely be developed in the future, and the
fund may invest in them if FMR determines they are consistent with the
fund's investment objective and policies.
343The value of mortgage-backed securities may change due to shifts in the
market's perception of issuers. In addition, regulatory or tax changes may
adversely affect the mortgage securities market as a whole. Non-government
mortgage-backed securities may offer higher yields than those issued by
government entities, but also may be subject to greater price changes than
government issues. Mortgage-backed securities are subject to prepayment
risk. Prepayment, which occurs when unscheduled or early payments are made
on the underlying mortgages, may shorten the effective maturities of these
securities and may lower their total returns.
344STRIPPED MORTGAGE-BACKED SECURITIES are created when a U.S. government
agency or a financial institution separates the interest and principal
components of a mortgage-backed security and sells them as individual
securities. The holder of the "principal-only" security (PO) receives the
principal payments made by the underlying mortgage-backed security, while
the holder of the "interest-only" security (IO) receives interest payments
from the same underlying security.
345The prices of stripped mortgage-backed securities may be particularly
affected by changes in interest rates. As interest rates fall, prepayment
rates tend to increase, which tends to reduce prices of IOs and increase
prices of POs. Rising interest rates can have the opposite effect.
346ASSET-BACKED SECURITIES. Asset-backed securities represent interests in
pools of consumer loans (generally unrelated to mortgage loans) and most
often are structured as pass-through securities. Interest and principal
payments ultimately depend on payment of the underlying loans by
individuals, although the securities may be supported by letters of credit
or other credit enhancements. The value of asset-backed securities may also
depend on the creditworthiness of the servicing agent for the loan pool,
the originator of the loans, or the financial institution providing the
credit enhancement.
347INTERFUND BORROWING PROGRAM. The fund has received permission from the
SEC to lend money to and borrow money from other funds advised my FMR or
its affiliates. Interfund loans and borrowings normally will extend
overnight, but can have a maximum duration of seven days. Loans may be
called on one day's notice. The fund will lend through the program only
when the returns are higher than those available at the same time from
other short-term instruments (such as repurchase agreements), and will
borrow through the program only when the costs are equal to or lower than
the cost of bank loans. The fund may have to borrow from a bank at a higher
interest rate if an interfund loan is called or not renewed. Any delay in
repayment to a lending fund could result in a lost investment opportunity
or additional borrowing costs.
348SECURITIES LENDING.    The     fund may lend securities to parties such
as broker-dealers or institutional investors, including Fidelity Brokerage
Services, Inc. (FBSI). FBSI is a member of the New York Stock Exchange and
a subsidiary of FMR Corp.
349Securities lending allows    the     fund to retain ownership of the
securities loaned and, at the same time, to earn additional income. Since
there may be delays in the recovery of loaned securities, or even a loss of
rights in collateral supplied should the borrower fail financially, loans
will be made only to parties deemed by FMR to be of good standing.
Furthermore, they will only be made if, in FMR's judgment, the
consideration to be earned from such loans would justify the risk.
350FMR understands that it is the current view of the SEC Staff that
   the     fund may engage in loan transactions only under the following
conditions: (1) the fund must receive 100% collateral in the form of cash
or cash equivalents (e.g., U.S. Treasury bills or notes) from the borrower;
(2) the borrower must increase the collateral whenever the market value of
the securities loaned (determined on a daily basis) rises above the value
of the collateral; (3) after giving notice, the fund must be able to
terminate the loan at any time; (4) the fund must receive reasonable
interest on the loan or a flat fee from the borrower, as well as amounts
equivalent to any dividends, interest, or other distributions on the
securities loaned and to any increase in market value; (5) the fund may pay
only reasonable custodian fees in connection with the loan; and (6) the
Board of Trustees must be able to vote proxies on the securities loaned,
either by terminating the loan or by entering into an alternative
arrangement with the borrower. 
351Cash received through loan transactions may be invested in any security
in which    the     fund is authorized to invest. Investing this cash
subjects that investment, as well as the security loaned, to market forces
(i.e., capital appreciation or depreciation).
352ILLIQUID INVESTMENTS are investments that cannot be sold or disposed of
in the ordinary course of business at approximately the prices at which
they are valued. Under the supervision of the Board of Trustees, FMR
determines the liquidity of the fund's investments and, through reports
from FMR, the Board monitors investments in illiquid instruments. In
determining the liquidity of the fund's investments, FMR may consider
various factors, including (1) the frequency of trades and quotations, (2)
the number of dealers and prospective purchasers in the marketplace, (3)
dealer undertakings to make a market, (4) the nature of the security
(including any demand or tender features), and (5) the nature of the
marketplace for trades (including the ability to assign or offset the
fund's rights and obligations relating to the investment). Investments
currently considered by the fund to be illiquid include repurchase
agreements not entitling the holder to payment of principal and interest
within seven days, non-government stripped fixed-rate mortgage-backed
securities, and over-the-counter options. Also, FMR may determine some
restricted securities, government-stripped fixed-rate mortgage-backed
securities, loans and other direct debt instruments, and swap agreements to
be illiquid. However, with respect to over-the-counter options the fund
writes, all or a portion of the value of the underlying instrument may be
illiquid depending on the assets held to cover the option and the nature
and terms of any agreement the fund may have to close out the option before
expiration. In the absence of market quotations, illiquid investments are
priced at fair value as determined in good faith by a committee appointed
by the Board of Trustees. If through a change in values, net assets, or
other circumstances, the fund were in a position where more than 10% of its
net assets were invested in illiquid securities, it would seek to take
appropriate steps to protect liquidity.
353RESTRICTED SECURITIES generally can be sold in privately negotiated
transactions, pursuant to an exemption from registration under the
Securities Act of 1933, or in a registered public offering. Where
registration is required, the fund may be obligated to pay all or part of
the registration expense and a considerable period may elapse between the
time it decides to seek registration and the time the fund may be permitted
to sell a security under an effective registration statement. If, during
such a period, adverse market conditions were to develop, the fund might
obtain a less favorable price than prevailed when it decided to seek
registration of the security.
354LOWER-RATED DEBT SECURITIES. While the market for high-yield corporate
debt securities has been in existence for many years and has weathered
previous economic downturns, the 1980s brought a dramatic increase in the
use of such securities to fund highly leveraged corporate acquisitions and
restructurings. Past experience may not provide an accurate indication of
the future performance of the high-yield bond market, especially during
periods of economic recession. In fact, from 1989 to 1991, the percentage
of lower-rated debt securities that defaulted rose significantly above
prior levels, although the default rate decreased in 1992.
355The market for lower-rated debt securities may be thinner and less
active than that for higher-rated debt securities, which can adversely
affect the prices at which the former are sold. If market quotations are
not available, lower-rated debt securities will be valued in accordance
with procedures established by the Board of Trustees, including the use of
outside pricing services. Judgment plays a greater role in valuing
high-yield corporate debt securities than is the case for securities for
which more external sources for quotations and last-sale information are
available. Adverse publicity and changing investor perceptions may affect
the ability of outside pricing services to value lower-rated debt
securities and the fund's ability to dispose of these securities.
356Since the risk of default is higher for lower-rated debt securities,
FMR's research and credit analysis are an especially important part of
managing securities of this type held by the fund. In considering
investments for the fund, FMR will attempt to identify those issuers of
high-yielding debt securities whose financial condition is adequate to meet
future obligations, has improved, or is expected to improve in the future.
FMR's analysis focuses on relative values based on such factors as interest
or dividend coverage, asset coverage, earnings prospects, and the
experience and managerial strength of the issuer.
357The fund may choose, at its expense or in conjunction with others, to
pursue litigation or otherwise to exercise its rights as a security holder
to seek to protect the interests of security holders if it determines this
to be in the best interest of the fund's shareholders.
358LOANS AND OTHER DIRECT DEBT INSTRUMENTS. Direct debt instruments are
interests in amounts owed by a corporate, governmental, or other borrower
to lenders or lending syndicates (loans and loan participations), to
suppliers of goods or services (trade claims or other receivables), or to
other parties. Direct debt instruments are subject to the fund's policies
regarding the quality of debt securities.
359Purchasers of loans and other forms of direct indebtedness depend
primarily upon the creditworthiness of the borrower for payment of
principal and interest. Direct debt instruments may not be rated by any
nationally recognized rating service. If the fund does not receive
scheduled interest or principal payments on such indebtedness, the fund's
share price [and yield] could be adversely affected. Loans that are fully
secured offer the fund more protections than an unsecured loan in the event
of non-payment of scheduled interest or principal. However, there is no
assurance that the liquidation of collateral from a secured loan would
satisfy the borrower's obligation, or that the collateral could be
liquidated. Indebtedness of borrowers whose creditworthiness is poor
involves substantially greater risks and may be highly speculative.
Borrowers that are in bankruptcy or restructuring may never pay off their
indebtedness, or may pay only a small fraction of the amount owed. Direct
indebtedness of developing countries also involves a risk that the
governmental entities responsible for the repayment of the debt may be
unable, or unwilling, to pay interest and principal when due.
360Investments in loans through direct assignment of a financial
institution's interests with respect to a loan may involve additional risks
to the fund. For example, if a loan is foreclosed, the fund could become
part owner of any collateral, and would bear the costs and liabilities
associated with owning and disposing of the collateral. In addition, it is
conceivable that under emerging legal theories of lender liability, the
fund could be held liable as a co-lender. Direct debt instruments may also
involve a risk of insolvency of the lending bank or other intermediary.
Direct debt instruments that are not in the form of securities may offer
less legal protection to the fund in the event of fraud or
misrepresentation. In the absence of definitive regulatory guidance, the
fund relies on FMR's research in an attempt to avoid situations where fraud
or misrepresentation could adversely affect the fund.
361A loan is often administered by a bank or other financial institution
that acts as agent for all holders. The agent administers the terms of the
loan, as specified in the loan agreement. Unless, under the terms of the
loan or other indebtedness, the fund has direct recourse against the
borrower, it may have to rely on the agent to apply appropriate credit
remedies against a borrower. If assets held by the agent for the benefit of
the fund were determined to be subject to the claims of the agent's general
creditors, the fund might incur certain costs and delays in realizing
payment on the loan or loan participation and could suffer a loss of
principal or interest.
362Direct indebtedness purchased by the fund may include letters of credit,
revolving credit facilities, or other standby financing commitments
obligating the fund to pay additional cash on demand. These commitments may
have the effect of requiring the fund to increase its investment in a
borrower at a time when it would not otherwise have done so, even if the
borrower's condition makes it unlikely that the amount will ever be repaid.
The fund will set aside appropriate liquid assets in a segregated custodial
account to cover its potential obligations under standby financing
commitments.
363The fund limits the amount of total assets that it will invest in any
one issuer or in issuers within the same industry    (see limitation
(4))    . For purposes of    this        limitation,     the fund generally
will treat the borrower as the "issuer" of indebtedness held by the fund.
In the case of loan participations where a bank or other lending
institution serves as financial intermediary between the fund and the
borrower, if the participation does not shift to the fund the direct
debtor-creditor relationship with the borrower, SEC interpretations require
the fund, in appropriate circumstances, to treat both the lending bank or
other lending institution and the borrower as "issuers" for    this    
   purpose.     Treating a financial intermediary as an issuer of
indebtedness may restrict the fund's ability to invest in indebtedness
related to a single financial intermediary, or a group of intermediaries
engaged in the same industry, even if the underlying borrowers represent
many different companies and industries.
364SWAP AGREEMENTS. Swap agreements can be individually negotiated and
structured to include exposure to a variety of different types of
investments or market factors. Depending on their structure, swap
agreements may increase or decrease the fund's exposure to long- or
short-term interest rates (in the U.S. or abroad), foreign currency values,
mortgage securities, corporate borrowing rates, or other factors such as
security prices or inflation rates. Swap agreements can take many different
forms and are known by a variety of names. The fund is not limited to any
particular form of swap agreement if FMR determines it is consistent with
the fund's investment objective and policies.
365In a typical cap or floor agreement, one party agrees to make payments
only under specified circumstances, usually in return for payment of a fee
by the other party. For example, the buyer of an interest rate cap obtains
the right to receive payments to the extent that a specified interest rate
exceeds an agreed-upon level, while the seller of an interest rate floor is
obligated to make payments to the extent that a specified interest rate
falls below an agreed-upon level. An interest rate collar combines elements
of buying a cap and selling a floor.
366Swap agreements will tend to shift the fund's investment exposure from
one type of investment to another. For example, if the fund agreed to
exchange payments in dollars for payments in foreign currency, the swap
agreement would tend to decrease the fund's exposure to U.S. interest rates
and increase its exposure to foreign currency and interest rates. Caps and
floors have an effect similar to buying or writing options. Depending on
how they are used, swap agreements may increase or decrease the overall
volatility of the fund's investments and its share price.
367The most significant factor in the performance of swap agreements is the
change in the specific interest rate, currency, or other factors that
determine the amounts of payments due to and from the fund. If a swap
agreement calls for payments by the fund, the fund must be prepared to make
such payments when due. In addition, if the counterparty's creditworthiness
declined, the value of a swap agreement would be likely to decline,
potentially resulting in losses. The fund expects to be able to eliminate
its exposure under swap agreements either by assignment or other
disposition, or by entering into an offsetting swap agreement with the same
party or a similarly creditworthy party.
368The fund will maintain appropriate liquid assets in a segregated
custodial account to cover its current obligations under swap agreements.
If the fund enters into a swap agreement on a net basis, it will segregate
assets with a daily value at least equal to the excess, if any, of the
fund's accrued obligations under the swap agreement over the accrued amount
the fund is entitled to receive under the agreement. If the fund enters
into a swap agreement on other than a net basis, it will segregate assets
with a value equal to the full amount of the fund's accrued obligations
under the agreement.
369INDEXED SECURITIES. The fund may purchase securities whose prices are
indexed to the prices of other securities, securities indices, currencies,
precious metals or other commodities, or other financial indicators.
Indexed securities typically, but not always, are debt securities or
deposits whose value at maturity or coupon rate is determined by reference
to a specific instrument or statistic. Gold-indexed securities, for
example, typically provide for a maturity value that depends on the price
of gold, resulting in a security whose price tends to rise and fall
together with gold prices. Currency-indexed securities typically are
short-term to intermediate-term debt securities whose maturity values or
interest rates are determined by reference to the values of one or more
specified foreign currencies, and may offer higher yields than U.S.
dollar-denominated securities of equivalent issuers. Currency-indexed
securities may be positively or negatively indexed; that is, their maturity
value may increase when the specified currency value increases, resulting
in a security that performs similarly to a foreign-denominated instrument,
or their maturity value may decline when foreign currencies increase,
resulting in a security whose price characteristics are similar to a put on
the underlying currency. Currency-indexed securities may also have prices
that depend on the values of a number of different foreign currencies
relative to each other.
370The performance of indexed securities depends to a great extent on the
performance of the security, currency, or other instrument to which they
are indexed, and may also be influenced by interest rate changes in the
U.S. and abroad. At the same time, indexed securities are subject to the
credit risks associated with the issuer of the security, and their values
may decline substantially if the issuer's creditworthiness deteriorates.
Recent issuers of indexed securities have included banks, corporations, and
certain U.S. government agencies. Indexed securities may be more volatile
than the underlying instruments.
371FOREIGN INVESTMENTS. Foreign investments can involve significant risks
in addition to the risks inherent in U.S. investments. The value of
securities denominated in or indexed to foreign currencies, and of
dividends and interest from such securities, can change significantly when
foreign currencies strengthen or weaken relative to the U.S. dollar.
Foreign securities markets generally have less trading volume and less
liquidity than U.S. markets, and prices on some foreign markets can be
highly volatile. Many foreign countries lack uniform accounting and
disclosure standards comparable to those applicable to U.S. companies, and
it may be more difficult to obtain reliable information regarding an
issuer's financial condition and operations. In addition, the costs of
foreign investing, including withholding taxes, brokerage commissions, and
custodial costs, are generally higher than for U.S. investments.
372Foreign markets may offer less protection to investors than U.S.
markets. Foreign issuers, brokers, and securities markets may be subject to
less government supervision. Foreign security trading practices, including
those involving the release of assets in advance of payment, may involve
increased risks in the event of a failed trade or the insolvency of a
broker-dealer, and may involve substantial delays. It may also be difficult
to enforce legal rights in foreign countries.
373Investing abroad also involves different political and economic risks.
Foreign investments may be affected by actions of foreign governments
adverse to the interests of U.S. investors, including the possibility of
expropriation or nationalization of assets, confiscatory taxation,
restrictions on U.S. investment or on the ability to repatriate assets or
convert currency into U.S. dollars, or other government intervention. There
may be a greater possibility of default by foreign governments or foreign
government-sponsored enterprises. Investments in foreign countries also
involve a risk of local political, economic, or social instability,
military action or unrest, or adverse diplomatic developments. There is no
assurance that FMR will be able to anticipate these potential events or
counter their effects.
374The considerations noted above generally are intensified for investments
in developing countries. Developing countries may have relatively unstable
governments, economies based on only a few industries, and securities
markets that trade a small number of securities.
375The fund may invest in foreign securities that impose restrictions on
transfer within the U.S. or to U.S. persons. Although securities subject to
transfer restrictions may be marketable abroad, they may be less liquid
than foreign securities of the same class that are not subject to such
restrictions.
376American Depositary Receipts and European Depositary Receipts (ADRs and
EDRs) are certificates evidencing ownership of shares of a foreign-based
issuer held in trust by a bank or similar financial institution. Designed
for use in U.S. and European securities markets, respectively, ADRs and
EDRs are alternatives to the purchase of the underlying securities in their
national markets and currencies.
377FOREIGN CURRENCY TRANSACTIONS. The fund may hold foreign currency
deposits from time to time, and may convert dollars and foreign currencies
in the foreign exchange markets. Currency conversion involves dealer
spreads and other costs, although commissions usually are not charged.
Currencies may be exchanged on a spot (i.e., cash) basis, or by entering
into forward contracts to purchase or sell foreign currencies at a future
date and price. Forward contracts generally are traded in an inter bank
market conducted directly between currency traders (usually large
commercial banks) and their customers. The parties to a forward contract
may agree to offset or terminate the contract before its maturity, or may
hold the contract to maturity and complete the contemplated currency
exchange.
378The fund may use currency forward contracts to manage currency risks and
to facilitate transactions in foreign securities. The following discussion
summarizes the principal currency management strategies involving forward
contracts that could be used by the fund.
379In connection with purchases and sales of securities denominated in
foreign currencies, the fund may enter into currency forward contracts to
fix a definite price for the purchase or sale in advance of the trade's
settlement date. This technique is sometimes referred to as a "settlement
hedge" or "transaction hedge." FMR expects to enter into settlement hedges
in the normal course of managing the fund's foreign investments. The fund
could also enter into forward contracts to purchase or sell a foreign
currency in anticipation of future purchases or sales of securities
denominated in foreign currency, even if the specific investments have not
yet been selected by FMR.
380The fund may also use forward contracts to hedge against a decline in
the value of existing investments denominated in foreign currency. For
example, if the fund owned securities denominated in pounds sterling, it
could enter into a forward contract to sell pounds sterling in return for
U.S. dollars to hedge against possible declines in the pound's value. Such
a hedge, sometimes referred to as a "position hedge," would tend to offset
both positive and negative currency fluctuations, but would not offset
changes in security values caused by other factors. The fund could also
hedge the position by selling another currency expected to perform
similarly to the pound sterling - for example, by entering into a forward
contract to sell Deutschemarks or European Currency Units in return for
U.S. dollars. This type of hedge, sometimes referred to as a "proxy hedge,"
could offer advantages in terms of cost, yield, or efficiency, but
generally would not hedge currency exposure as effectively as a simple
hedge into U.S. dollars. Proxy hedges may result in losses if the currency
used to hedge does not perform similarly to the currency in which the
hedged securities are denominated.
381Under certain conditions, SEC guidelines require mutual funds to set
aside appropriate liquid assets in a segregated custodial account to cover
currency forward contracts. As required by SEC guidelines, the fund will
segregate assets to cover currency forward contracts, if any, whose purpose
is essentially speculative. The fund will not segregate assets to cover
forward contracts entered into for hedging purposes, including settlement
hedges, position hedges, and proxy hedges.
382Successful use of forward currency contracts will depend on FMR's skill
in analyzing and predicting currency values. Forward contracts may
substantially change the fund's investment exposure to changes in currency
exchange rates, and could result in losses to the fund if currencies do not
perform as FMR anticipates. For example, if a currency's value rose at a
time when FMR had hedged the fund by selling that currency in exchange for
dollars, the fund would be unable to participate in the currency's
appreciation. If FMR hedges currency exposure through proxy hedges, the
fund could realize currency losses from the hedge and the security position
at the same time if the two currencies do not move in tandem. Similarly, if
FMR increases the fund's exposure to a foreign currency, and that
currency's value declines, the fund will realize a loss. There is no
assurance that FMR's use of forward currency contracts will be advantageous
to the fund or that it will hedge at an appropriate time. The policies
described in this section are non-fundamental policies of the fund.
383LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS. The fund has filed a
notice of eligibility for exclusion from the definition of the term
"commodity pool operator" with the Commodity Futures Trading Commission
(CFTC) and the National Futures Association, which regulate trading in the
futures markets. The fund intends to comply with Section 4.5 of the
regulations under the Commodity Exchange Act, which limits the extent to
which the fund can commit assets to initial margin deposits and option
premiums.
384In addition, the fund will not: (a) sell futures contracts, purchase put
options, or write call options if, as a result, more than 50% of the fund's
total assets would be hedged with futures and options under normal
conditions; (b) write put options if, as a result, the fund's total
obligations upon settlement or exercise of written put options would exceed
25% of its total assets; (c) purchase futures contracts or write put
options if, as a result, the fund's total obligations upon settlement or
exercise of purchased futures contracts and written put options would
exceed 50% of its total assets; or (d) purchase call options if, as a
result, the current value of option premiums for call options purchased by
the fund would exceed 5% of the fund's total assets. These limitations do
not apply to options attached to or acquired or traded together with their
underlying securities, and do not apply to securities that incorporate
features similar to options.
385The above limitations on the fund's investments in futures contracts and
options, and the fund's policies regarding futures contracts and options
discussed elsewhere in this Statement of Additional Information may be
changed as regulatory agencies permit.
386FUTURES CONTRACTS. When the fund purchases a futures contract, it agrees
to purchase a specified underlying instrument at a specified future date.
When the fund sells a futures contract, it agrees to sell the underlying
instrument at a specified future date. The price at which the purchase and
sale will take place is fixed when the fund enters into the contract. Some
currently available futures contracts are based on specific securities,
such as U.S. Treasury bonds or notes, and some are based on indices of
securities prices, such as the Bond Buyer Municipal Bond Index. Futures can
be held until their delivery dates, or can be closed out before then if a
liquid secondary market is available.
387The value of a futures contract tends to increase and decrease in tandem
with the value of its underlying instrument. Therefore, purchasing futures
contracts will tend to increase the fund's exposure to positive and
negative price fluctuations in the underlying instrument, much as if it had
purchased the underlying instrument directly. When the fund sells a futures
contract, by contrast, the value of its futures position will tend to move
in a direction contrary to the market. Selling futures contracts,
therefore, will tend to offset both positive and negative market price
changes, much as if the underlying instrument had been sold.
388FUTURES MARGIN PAYMENTS. The purchaser or seller of a futures contract
is not required to deliver or pay for the underlying instrument unless the
contract is held until the delivery date. However, both the purchaser and
seller are required to deposit "initial margin" with a futures broker,
known as a futures commission merchant (FCM), when the contract is entered
into. Initial margin deposits are typically equal to a percentage of the
contract's value. If the value of either party's position declines, that
party will be required to make additional "variation margin" payments to
settle the change in value on a daily basis. The party that has a gain may
be entitled to receive all or a portion of this amount. Initial and
variation margin payments do not constitute purchasing securities on margin
for purposes of the fund's investment limitations. In the event of the
bankruptcy of an FCM that holds margin on behalf of the fund, the fund may
be entitled to return of margin owed to it only in proportion to the amount
received by the FCM's other customers, potentially resulting in losses to
the fund.
389PURCHASING PUT AND CALL OPTIONS. By purchasing a put option, the fund
obtains the right (but not the obligation) to sell the option's underlying
instrument at a fixed strike price. In return for this right, the fund pays
the current market price for the option (known as the option premium).
Options have various types of underlying instruments, including specific
securities, indices of securities prices, and futures contracts. The fund
may terminate its position in a put option it has purchased by allowing it
to expire or by exercising the option. If the option is allowed to expire,
the fund will lose the entire premium it paid. If the fund exercises the
option, it completes the sale of the underlying instrument at the strike
price. The fund may also terminate a put option position by closing it out
in the secondary market at its current price, if a liquid secondary market
exists.
390The buyer of a typical put option can expect to realize a gain if
security prices fall substantially. However, if the underlying instrument's
price does not fall enough to offset the cost of purchasing the option, a
put buyer can expect to suffer a loss (limited to the amount of the premium
paid, plus related transaction costs).
391The features of call options are essentially the same as those of put
options, except that the purchaser of a call option obtains the right to
purchase, rather than sell, the underlying instrument at the option's
strike price. A call buyer typically attempts to participate in potential
price increases of the underlying instrument with risk limited to the cost
of the option if security prices fall. At the same time, the buyer can
expect to suffer a loss if security prices do not rise sufficiently to
offset the cost of the option.
392WRITING PUT AND CALL OPTIONS. When the fund writes a put option, it
takes the opposite side of the transaction from the option's purchaser. In
return for receipt of the premium, the fund assumes the obligation to pay
the strike price for the option's underlying instrument if the other party
to the option chooses to exercise it. When writing an option on a futures
contract the fund will be required to make margin payments to an FCM as
described above for futures contracts. The fund may seek to terminate its
position in a put option it writes before exercise by closing out the
option in the secondary market at its current price. If the secondary
market is not liquid for a put option the fund has written, however, the
fund must continue to be prepared to pay the strike price while the option
is outstanding, regardless of price changes, and must continue to set aside
assets to cover its position.
393If security prices rise, a put writer would generally expect to profit,
although its gain would be limited to the amount of the premium it
received. If security prices remain the same over time, it is likely that
the writer will also profit, because it should be able to close out the
option at a lower price. If security prices fall, the put writer would
expect to suffer a loss. This loss should be less than the loss from
purchasing the underlying instrument directly, however, because the premium
received for writing the option should mitigate the effects of the decline.
394Writing a call option obligates the fund to sell or deliver the option's
underlying instrument, in return for the strike price, upon exercise of the
option. The characteristics of writing call options are similar to those of
writing put options, except that writing calls generally is a profitable
strategy if prices remain the same or fall. Through receipt of the option
premium, a call writer mitigates the effects of a price decline. At the
same time, because a call writer must be prepared to deliver the underlying
instrument in return for the strike price, even if its current value is
greater, a call writer gives up some ability to participate in security
price increases.
395COMBINED POSITIONS. The fund may purchase and write options in
combination with each other, or in combination with futures or forward
contracts, to adjust the risk and return characteristics of the overall
position. For example, the fund may purchase a put option and write a call
option on the same underlying instrument, in order to construct a combined
position whose risk and return characteristics are similar to selling a
futures contract. Another possible combined position would involve writing
a call option at one strike price and buying a call option at a lower
price, in order to reduce the risk of the written call option in the event
of a substantial price increase. Because combined options positions involve
multiple trades, they result in higher transaction costs and may be more
difficult to open and close out.
396CORRELATION OF PRICE CHANGES. Because there are a limited number of
types of exchange-traded options and futures contracts, it is likely that
the standardized contracts available will not match the fund's current or
anticipated investments exactly. The fund may invest in options and futures
contracts based on securities with different issuers, maturities, or other
characteristics from the securities in which it typically invests, which
involves a risk that the options or futures position will not track the
performance of the fund's other investments. 
397Options and futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments match the fund's
investments well. Options and futures prices are affected by such factors
as current and anticipated short-term interest rates, changes in volatility
of the underlying instrument, and the time remaining until expiration of
the contract, which may not affect security prices the same way. Imperfect
correlation may also result from differing levels of demand in the options
and futures markets and the securities markets, from structural differences
in how options and futures and securities are traded, or from imposition of
daily price fluctuation limits or trading halts. The fund may purchase or
sell options and futures contracts with a greater or lesser value than the
securities it wishes to hedge or intends to purchase in order to attempt to
compensate for differences in volatility between the contract and the
securities, although this may not be successful in all cases. If price
changes in the fund's options or futures positions are poorly correlated
with its other investments, the positions may fail to produce anticipated
gains or result in losses that are not offset by gains in other
investments.
398LIQUIDITY OF OPTIONS AND FUTURES CONTRACTS. There is no assurance a
liquid secondary market will exist for any particular options or futures
contract at any particular time. Options may have relatively low trading
volume and liquidity if their strike prices are not close to the underlying
instrument's current price. In addition, exchanges may establish daily
price fluctuation limits for options and futures contracts, and may halt
trading if a contract's price moves upward or downward more than the limit
in a given day. On volatile trading days when the price fluctuation limit
is reached or a trading halt is imposed, it may be impossible for the fund
to enter into new positions or close out existing positions. If the
secondary market for a contract is not liquid because of price fluctuation
limits or otherwise, it could prevent prompt liquidation of unfavorable
positions, and potentially could require the fund to continue to hold a
position until delivery or expiration regardless of changes in its value.
As a result, the fund's access to other assets held to cover its options or
futures positions could also be impaired.
399OTC OPTIONS. Unlike exchange-traded options, which are standardized with
respect to the underlying instrument, expiration date, contract size, and
strike price, the terms of over-the-counter options (options not traded on
exchanges) generally are established through negotiation with the other
party to the option contract. While this type of arrangement allows the
fund greater flexibility to tailor an option to its needs, OTC options
generally involve greater credit risk than exchange-traded options, which
are guaranteed by the clearing organization of the exchanges where they are
traded.
400OPTIONS AND FUTURES RELATING TO FOREIGN CURRENCIES. Currency futures
contracts are similar to forward currency exchange contracts, except that
they are traded on exchanges (and have margin requirements) and are
standardized as to contract size and delivery date. Most currency futures
contracts call for payment or delivery in U.S. dollars. The underlying
instrument of a currency option may be a foreign currency, which generally
is purchased or delivered in exchange for U.S. dollars, or may be a futures
contract. The purchaser of a currency call obtains the right to purchase
the underlying currency, and the purchaser of a currency put obtains the
right to sell the underlying currency. 
401The uses and risks of currency options and futures are similar to
options and futures relating to securities or indices, as discussed above.
The fund may purchase and sell currency futures and may purchase and write
currency options to increase or decrease its exposure to different foreign
currencies. The fund may also purchase and write currency options in
conjunction with each other or with currency futures or forward contracts.
Currency futures and options values can be expected to correlate with
exchange rates, but may not reflect other factors that affect the value of
the fund's investments. A currency hedge, for example, should protect a
Yen-denominated security from a decline in the Yen, but will not protect
the fund against a price decline resulting from deterioration in the
issuer's creditworthiness. Because the value of the fund's
foreign-denominated investments changes in response to many factors other
than exchange rates, it may not be possible to match the amount of currency
options and futures to the value of the fund's investments exactly over
time.
402ASSET COVERAGE FOR FUTURES AND OPTIONS POSITIONS. The fund will comply
with guidelines established by the SEC with respect to coverage of options
and futures strategies by mutual funds, and if the guidelines so require
will set aside appropriate liquid assets in a segregated custodial account
in the amount prescribed. Securities held in a segregated account cannot be
sold while the futures or option strategy is outstanding, unless they are
replaced with other suitable assets. As a result, there is a possibility
that segregation of a large percentage of the fund's assets could impede
portfolio management or the fund's ability to meet redemption requests or
other current obligations.
403PORTFOLIO TRANSACTIONS
404All orders for the purchase or sale of portfolio securities are placed
on behalf of the fund by FMR pursuant to authority contained in the
management contract. FMR is also responsible for the placement of
transaction orders for other investment companies and accounts for which it
or its affiliates act as investment adviser. In selecting broker-dealers,
subject to applicable limitations of the federal securities laws, FMR will
consider various relevant factors, including, but not limited to, the size
and type of the transaction; the nature and character of the markets for
the security to be purchased or sold; the execution efficiency, settlement
capability, and financial condition of the broker-dealer firm; the
broker-dealer's execution services rendered on a continuing basis; and the
reasonableness of any commissions.    Commissions for foreign investments
traded on foreign exchanges will generally be higher than for U.S.
investments and may not be subject to negotiation.    
405The fund may execute portfolio transactions with broker-dealers who
provide research and execution services to the fund or other accounts over
which FMR or its affiliates exercise investment discretion. Such services
may include advice concerning the value of securities; the advisability of
investing in, purchasing, or selling securities; the availability of
securities or the purchasers or sellers of securities; furnishing analyses
and reports concerning issuers, industries, securities, economic factors
and trends, portfolio strategy, and performance of accounts; and effecting
securities transactions and performing functions incidental thereto (such
as clearance and settlement). The selection of such broker-dealers is
generally made by FMR (to the extent possible consistent with execution
considerations) based upon the quality of research and execution services
provided.
406The receipt of research from broker-dealers that execute transactions on
behalf of the fund may be useful to FMR in rendering investment management
services to the fund or its other clients, and, conversely, research
provided by broker-dealers who have executed transaction orders on behalf
of other FMR clients may be useful to FMR in carrying out its obligations
to the fund. The receipt of such research has not reduced FMR's normal
independent research activities; however, it enables FMR to avoid
additional expenses that could be incurred if FMR tried to develop
comparable information through its own efforts.
407Subject to applicable limitations of the federal securities laws,
broker-dealers may receive commissions for agency transactions that are in
excess of the amount of commissions charged by other broker-dealers in
recognition of their research and execution services. In order to cause the
fund to pay such higher commissions, FMR must determine in good faith that
such commissions are reasonable in relation to the value of the brokerage
and research services provided by such executing broker-dealers, viewed in
terms of a particular transaction or FMR's overall responsibilities to the
fund and its other clients. In reaching this determination, FMR will not
attempt to place a specific dollar value on the brokerage and research
services provided, or to determine what portion of the compensation should
be related to those services.
408FMR is authorized to use research services provided by and to place
portfolio transactions with brokerage firms that have provided assistance
in the distribution of shares of the fund or shares of other Fidelity funds
to the extent permitted by law. FMR may use research services provided by
and place agency transactions with Fidelity Brokerage Services, Inc. (FBSI)
   and Fidelity Brokerage Services, Ltd. (FBSL), subsidiaries     of FMR
Corp., if the commissions are fair, reasonable, and comparable to
commissions charged by non-affiliated, qualified brokerage firms for
similar services.
409Section 11(a) of the Securities Exchange Act of 1934 prohibits members
of national securities exchanges from executing exchange transactions for
accounts which they or their affiliates manage, except in accordance with
regulations of the Securities and Exchange Commission. Pursuant to such
regulations, the Board of Trustees has approved a written agreement that
permits FBSI to effect portfolio transactions on national securities
exchanges and to retain compensation in connection with such transactions.
410The Trustees periodically review FMR's performance of its
responsibilities in connection with the placement of portfolio transactions
on behalf of the fund and review the commissions paid by the fund over
representative periods of time to determine whether they are reasonable in
relation to the benefits to the fund.
411For the fiscal period ended December 31, 1993, the fund's annualized
portfolio turnover rate was    275    %.
412From time to time the Trustees will review whether the recapture for the
benefit of the fund of some portion of the brokerage commissions or similar
fees paid by the fund on portfolio transactions is legally permissible and
advisable. The fund seeks to recapture soliciting broker-dealer fees on the
tender of portfolio securities, but at present no other recapture
arrangements are in effect. The Trustees intend to continue to review
whether recapture opportunities are available and are legally permissible
and, if so, to determine in the exercise of their business judgment whether
it would be advisable for the fund to seek such recapture.
413Although the Trustees and officers of the fund are substantially the
same as those of other funds managed by FMR, investment decisions for the
fund are made independently from those of other funds managed by FMR or
accounts managed by FMR affiliates. It sometimes happens that the same
security is held in the portfolio of more than one of these funds or
accounts. Simultaneous transactions are inevitable when several funds are
managed by the same investment adviser, particularly when the same security
is suitable for the investment objective of more than one fund.
414When two or more funds are simultaneously engaged in the purchase or
sale of the same security, the prices and amounts are allocated in
accordance with a formula considered by the officers of the funds involved
to be equitable to each fund. In some cases, this system could have a
detrimental effect on the price or value of the security as far as the fund
is concerned. In other cases, however, the ability of the fund to
participate in volume transactions will produce better executions and
prices for the fund. It is the current opinion of the Board of Trustees
that the desirability of retaining FMR as investment adviser to the fund
outweighs any disadvantages that may be said to exist from exposure to
simultaneous transactions.
   415VALUATION OF PORTFOLIO SECURITIES    
416Securities owned by the fund are appraised by various methods depending
on the market or exchange on which they trade. Securities traded on the New
York Stock Exchange or the American Stock Exchange are appraised at the
last sale price, or if no sale has occurred, at the closing bid price.
Securities traded on other exchanges are appraised as nearly as possible in
the same manner. Securities and other assets for which exchange quotations
are not readily available are valued on the basis of closing
over-the-counter bid prices, if available, or at their fair value as
determined in good faith under consistently applied procedures under the
general supervision of the Board of Trustees.
417Foreign securities are valued at the last sale price in the principal
market where they are traded, or, if last sale prices are unavailable, at
the last bid price available prior to the time the fund's net asset value
per share (NAV) is determined. Foreign security prices are furnished by
quotation services who express the value of securities in their local
currency. FSC translates the value of foreign securities from the local
currency into U.S. dollars at current exchange rates. Any changes in the
value of forward contracts due to exchange rate fluctuations are included
in the determination of NAV.
418The fund's bond investments are valued primarily on the basis of
valuations furnished by a pricing service that uses both dealer-supplied
valuations and electronic data processing techniques that take into account
appropriate factors such as institutional trading in similar groups of
securities, yield, quality, coupon rate, maturity, type of issue, trading
characteristics, and other market data, without exclusive reliance upon
quoted prices or exchanges or over-the-counter prices, since such
valuations are believed to reflect more accurately the fair value of such
securities. Use of the pricing service has been approved by the Board of
Trustees.
419The fund's portfolio securities with remaining maturities of less than
60 days are valued on the basis of amortized cost. This technique involves
valuing an instrument at its cost as adjusted for amortization of premium
or accretion of discount rather than its value based on current market
quotations or appropriate substitutes which reflect current market
conditions. The amortized cost value of an instrument may be higher or
lower than the price the fund would receive if it sold the instrument.
420PERFORMANCE
421The fund may quote performance in various ways. All performance
information supplied by the fund in advertising is historical and is not
intended to indicate future returns. The fund's share price, yield, and
total returns fluctuate in response to market conditions and other factors,
and the value of fund shares when redeemed may be more or less than their
original cost.
422YIELD CALCULATIONS. Yields for the fund used in advertising are computed
by dividing the fund's interest income for a given 30-day or one-month
period, net of expenses, by the average number of shares entitled to
receive dividends during the period, dividing this figure by the fund's net
asset value per share (NAV) at the end of the period, and annualizing the
result (assuming compounding of income) in order to arrive at an annual
percentage rate. Income is calculated for purposes of the fund's yield
quotations in accordance with standardized methods applicable to all stock
and bond funds. In general, interest income is reduced with respect to
bonds trading at a premium over their par value by subtracting a portion of
the premium from income on a daily basis, and is increased with respect to
bonds trading at a discount by adding a portion of the discount to daily
income. Capital gains and losses generally are excluded from the
calculation.
423Income calculated for the purposes of determining the fund's yield
differs from income as determined for other accounting purposes. Because of
the different accounting methods used, and because of the compounding of
income assumed in yield calculations, the fund's yield may not equal its
distribution rate, the income paid to your account, or the income reported
in its financial statements.
424In calculating the fund's yield, the fund may from time to time use a
portfolio security's coupon rate instead of its yield to maturity in order
to reflect the risk premium on that security. This practice will have the
effect of reducing the fund's yield.
425The fund's tax-equivalent yield is the rate an investor would have to
earn from a fully taxable investment after taxes to equal the fund's
tax-free yield. Tax-equivalent yields are calculated by dividing the fund's
yield by the result of one minus a stated federal or combined federal and
state tax rate. (If only a portion of the fund's yield is tax-exempt, only
that portion is adjusted in the calculation.)
426The table below shows the effect of a shareholder's tax status on
effective yield under the federal income tax laws for 1994. It shows the
approximate yield a taxable security must provide at various income
brackets to produce after-tax yields equivalent to those of hypothetical
tax-exempt obligations yielding from 4% to 8%. Of course, no assurance can
be given that the fund will achieve any specific tax-exempt yield. While
the fund will invest at least 50% of its assets in obligations whose
interest is exempt from federal income tax, other income received by the
fund may be taxable.
735   7361994 TAX RATES AND TAX-EQUIVALENT YIELDS   
 
427_______________________________________________________________________
__________________________
738   739Feder   740If individual tax-exempt yield is:   
      al                                                 
 
 
<TABLE>
<CAPTION>
<S>                  <C>                  <C>      <C>     <C>     <C>     <C>     <C>     <C>   
741Taxable Income*   742Taxable Income*   743Tax   7444%   7455%   7466%   7477%   7488%   749   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                <C>               <C>        <C>                                    
750Single Return   751Joint Return   752Brack   753Then taxable-equivalent yield is:   
                                     et                                                
 
</TABLE>
 
428_______________________________________________________________________
___________________________
 
<TABLE>
<CAPTION>
<S>                   <C>                     <C>        <C>      <C>       <C>       <C>       <C>       <C>   <C>   
755$22,751 -          756$38,001 - $91,850    75728%     7585.5   7596.94   7608.33   7619.7    76211.1               
$55,100                                                  6%       %         %         2%        1%        763   764   
                                                                                                                      
 
765$55,101 -          766$91,151 - $140,000   76731%     7685.8   7697.25   7708.70   77110.    77211.5               
$115,000                                                 0%       %         %         14%       9%        773   774   
                                                                                                                      
 
775$115,001 -         776$140,001 -           77736%     7786.2   7797.81   7809.38   78110.    782                   
$250,000              $250,000                           5%       %         %         94%       12.5%     783   784   
                                                                                                                      
 
785$250,001 - above   786$250,001 - above     78739.6%   7886.6   7898.28   7909.93   79111.5   79213.                
                                                         2%       %         %         9%        25%       793   794   
                                                                                                                      
 
</TABLE>
 
429_______________________________________________________________________
___________________________
430* Taxable income (gross income after all exemptions, adjustments, and
deductions) based on 1994 tax rates.
431The fund may invest a portion of its assets in obligations that are
subject to federal income tax. When the fund invests in these obligations,
its tax-equivalent yield will be lower. In the table above, tax-equivalent
yields are calculated assuming investments are 100% federally tax-free.
432Yield information may be useful in reviewing the fund's performance and
in providing a basis for comparison with other investment alternatives.
However, the fund's yield fluctuates, unlike investments that pay a fixed
interest rate over a stated period of time. When comparing investment
alternatives, investors should also note the quality and maturity of the
portfolio securities of respective investment companies they have chosen to
consider.
433Investors should recognize that in periods of declining interest rates
the fund's yields will tend to be somewhat higher than prevailing market
rates, and in periods of rising interest rates the fund's yields will tend
to be somewhat lower. Also, when interest rates are falling, the inflow of
net new money to the    fund     from the continuous sale of    its    
shares will likely be invested in instruments producing lower yields than
the balance of the fund's holdings, thereby reducing the fund's current
yield. In periods of rising interest rates, the opposite can be expected to
occur.
434TOTAL RETURN CALCULATIONS. Total returns quoted in advertising reflect
all aspects of the fund's returns, including the effect of reinvesting
dividends and capital gain distributions (if any), and any change in the
fund'   s NAV     over the period. Average annual total returns are
calculated by determining the growth or decline in value of a hypothetical
historical investment in the fund over a stated period, and then
calculating the annually compounded percentage rate that would have
produced the same result if the rate of growth or decline in value had been
constant over the period. For example, a cumulative total return of 100%
over ten years would produce an average annual return of 7.18%, which is
the steady annual rate of return that would equal 100% growth on a
compounded basis in ten years. Average annual returns covering periods of
less than one year are calculated by determining the fund's total return
for the period, extending that return for a full year (assuming that
performance remains constant over the year), and quoting the result as an
annual return. While average annual total returns are a convenient means of
comparing investment alternatives, investors should realize that the fund's
performance is not constant over time, but changes from year to year, and
that average annual total returns represent averaged figures as opposed to
the actual year-to-year performance of the fund.
435   In     addition to average annual total returns, the fund may quote
unaveraged or cumulative total returns reflecting the simple change in
value of an investment over a stated period.     The fund may also quote
after-tax total returns reflecting the total return of a hypothetical
account after payment of federal and/or state taxes using assumed tax
rates.  After-tax total returns may assume that taxes are paid at the time
of distribution or once each year or are paid in cash or by redeeming
shares, that shares are held through the entire period or redeemed on the
last day of the period, and that distributions are reinvested or paid in
cash.     Average annual and cumulative total returns    and other
performance information     may be quoted as a percentage or as a dollar
amount, and may be calculated for a single investment, a series of
investments, or a series of redemptions, over any time period. Total
returns may be broken down into their components of income and capital
(including capital gains and changes in share price) in order to illustrate
the relationship of these factors and their contributions to total return.
Total returns, yields, and other performance information may be quoted
numerically or in a table, graph, or similar illustration, and may omit or
include the effect of the fund's $5.00 account closeout fee and .50%
redemption fee.    Omitting fees will cause the fund's total return figures
to be higher.    
436NET ASSET VALUE. Charts and graphs using the fund's net asset values,
adjusted net asset values, and benchmark indices may be used to exhibit
performance. An adjusted NAV includes any distributions paid by the fund
and reflects all elements of its return. Unless otherwise indicated, the
fund's adjusted NAVs are not adjusted for sales charges, if any.
437HISTORICAL FUND RESULTS. The following table shows the fund's 30-day
yield and total return for the period ended December 31, 1993:
 
<TABLE>
<CAPTION>
<S>            <C>                               <C>                                
               Cumulative Total Return   A          After-Tax Total ReturnA,C       
 
30-Day Yield   Life of Fund   B                     Life of FundB                   
 
   4.74    %      1.22    %                         1.18%                           
 
</TABLE>
 
   438A Total return includes the effect of the fund's $5 account closeout
fee on an average sized account, and does not     include the effect of the
.50% redemption fee applicable to shares held less than 180 days.    
   439B From September 9, 1993 (commencement of operations).    
440   C After-tax total return assumes dividends reinvested, shares
redeemed at year-end, and taxes paid at time of redemp-  tion at the 36%
federal tax bracket.    
441The table    on the next page     shows the income and capital elements
of the fund's total return from September 9, 1993 (commencement of
operations) though December 31, 1993. The table compares the fund's total
return to the record of the Standard & Poor's 500 Composite Stock Price
Index (S&P 500), the Dow Jones Industrial Average (DJIA), and the cost
of living    (    measured by the Consumer Price Index   , or     CPI) over
the same period. The S&P 500 and DJIA comparisons are provided to show
how the fund's total return compared to the return of a broad range of
common stocks and a narrower set of stocks of major industrial companies,
respectively, over the same period. Of course, since the fund invests in
fixed-income securities, common stocks represent a different type of
investment from the fund. Common stocks generally offer greater growth
potential than the fund, but generally experience greater price volatility,
which means greater potential for loss. In addition, common stocks
generally provide lower income    than     a bond fund investment such as
the fund.    Figures for t    he S&P 500 and DJIA are based on the
prices of unmanaged groups of stocks and, unlike the fund's returns, their
returns do not include the effect of paying brokerage commissions or other
costs of investing.
442During the period from September 9, 1993 (commencement of operations) to
December 31, 1993, a hypothetical $10,000 investment in Spartan (Registered
trade mark) Bond Strategist (Registered trade mark) would have grown to
$   10,123     assuming all distributions were reinvested. This was a
period of fluctuating interest rates and bond prices and should not be
considered representative of the dividend income or capital gain or loss
that could be realized from an investment in the fund today.
443           SPARTAN BOND STRATEGIST          INDICES
 
 
 
<TABLE>
<CAPTION>
<S>             
<C>              <C>                    <C>              <C>               <C>               <C>               <C>                  
810           
811Value of    812Value of            813Value of      814               815               816               817  
 
818             
819Initial       820   Reinvested       821Reinvested    822               823               824               825                  
 
826 Period      
827$10,000      828Dividend            829Capital       830Total          831               832               833        Cost of   
Ended            
                                       Gain                                                                                        
 
834            
835Investment    836Distribution        837Distributio   838Value          839S&P        840DJIA           841                  
December 31      
                s                      ns                                 500                                        Living**      
 
    1993*       
    $9,980           $143                   $0               $10,123           $10,301           $10,552          $10,069           
 
</TABLE>
 
444*         From September 9, 1993 (commencement of operations).
445** From month-end closest to initial investment date.
446Explanatory Notes: With an initial investment of $10,000 made on
September 9, 1993, the net amount invested in fund shares was $10,000.   
    The cost of the initial investment ($(10,000), together with the
aggregate cost of reinvested dividends and capital gain distributions for
the period covered (their cash value at the time they were reinvested),
amounted to $   10,142    . If distributions had not been reinvested, the
amount of distributions earned from the fund over time would have been
smaller, and the cash payments for the period would have come to
$   141     for income dividends. The figures in the table do not reflect
the effect of the fund's $5 account closeout fee.
447The fund's performance may be compared to the performance of other
mutual funds in general, or to the performance of particular types of
mutual funds.        These comparisons may be expressed as mutual fund
rankings prepared by Lipper Analytical Services, Inc. (Lipper), an
independent service located in Summit, New Jersey that monitors the
performance of mutual funds. Lipper generally ranks funds on the basis of
total return, assuming reinvestment of distributions, but does not take
sales charges or redemption fees into consideration, and is prepared
without regard to tax consequences. In addition to the mutual fund
rankings, the fund's performance may be compared to mutual fund performance
indices prepared by Lipper. 
448From time to time, the fund's performance may also be compared to other
mutual funds tracked by financial or business publications and periodicals.
For example, the fund may quote Morningstar, Inc. in its advertising
materials. Morningstar, Inc. is a mutual fund rating service that rates
mutual funds on the basis of risk-adjusted performance. Rankings that
compare the performance of Fidelity funds to one another in appropriate
categories over specific periods of time may also be quoted in advertising.
449The funds may also quote the following unmanaged indices of bond prices
and yields in advertising.
   450LEHMAN BROTHERS GOVERNMENT BOND INDEX is an index comprised of all
public obligations of the U.S. Treasury, U.S. government agencies,
quasi-federal corporations, and of corporate debt guaranteed by the U.S.
government. The index excludes flower bonds, foreign targeted issues, and
mortgage-backed securities.    
   451LEHMAN BROTHERS CORPORATE BOND INDEX is an index comprised of all
public, fixed-rate, non-convertible investment-grade domestic corporate
debt. Issues included in this index are rated at least Baa by Moody's
Investors Service (Moody's) or BBB by Standard and Poor's Corporation
(S&P) or, in the case of non-rated bonds, BBB by Fitch Investors
Service (Fitch). Collaterilzed mortgage obligations are not included in the
Corporation Bond Index.    
   452The Government Bond Index and the Corporate Bond Index are combined
to form the Government/Corporate Bond Index.    
   453LEHMAN BROTHERS MORTGAGE-BACKED SECURITIES INDEX is an index
comprised of all fixed-rate securities backed by mortgage pools of the
Government National Mortgage Association (GNMA), Federal Home Loan Mortgage
Corporation (FHLMC), and Federal National Mortgage Association (FNMA).    
   454LEHMAN BROTHERS AGGREGATE BOND INDEX is an index composed of the
Lehman Government/Corporate Index and the Mortgaged-Backed Securities Index
and includes treasury issues, corporate bond issues and mortgage-backed
securities.     
   455LEHMAN BROTHERS MUNI BOND INDEX is an index of municipal bonds that
have been issued within the last five years as part of a deal of at least
$50 million. The index includes issues with maturities of at least two
years and those rated at least Baa by Moody's Investors Service (Moody's)
or BBB by Standard and Poor's Corporation (S&P). The index excludes
bonds subject to the federal alternative minimum tax.    
456Fidelity may provide information designed to help individuals understand
their investment goals and explore various financial strategies. For
example, Fidelity's FundMatchsm Program includes a workbook describing
general principles of investing, such as asset allocation, diversification,
risk tolerance, and goal setting; a questionnaire designed to help create a
personal financial profile; and an action plan offering investment
alternatives. Materials may also include discussions of Fidelity's three
asset allocation funds and other Fidelity funds, products, and services.
457Ibbotson Associates of Chicago, Illinois (Ibbotson) provides historical
returns of the capital markets in the United States, including common
stocks, small capitalization stocks, long-term corporate bonds,
intermediate-term government bonds, long-term government bonds, Treasury
bills, the U.S. rate of inflation (based on the CPI), and combinations of
various capital markets. The performance of these capital markets is based
on the returns of different indices. 
458Fidelity funds may use the performance of these capital markets in order
to demonstrate general risk-versus-reward investment scenarios. Performance
comparisons may also include the value of a hypothetical investment in any
of these capital markets. The risks associated with the security types in
any capital market may or may not correspond directly to those of the
funds. Ibbotson calculates total returns in the same method as the funds.
The funds may also compare performance to that of other compilations or
indices that may be developed and made available in the future. 
459 The fund may compare its performance or the performance of securities
in which it may invest to averages published by IBC USA (Publications),
Inc. of Ashland, Massachusetts. These averages assume reinvestment of
distributions. The IBC/Donoghue's MONEY FUND AVERAGES(trade mark)   /All
Tax-Free,     which is reported in the MONEY FUND REPORT (Registered trade
mark), covers over    340     tax-free money market funds    and the
IBC/Donoghue's MONEY FUND AVERAGES (Registered trade mark) /All Taxable
covers over 637 taxable money market funds.     The Bond Fund Report
AverageS (Registered trade mark)   /All Tax-Free    , which is reported in
the BOND FUND REPORT (Registered trade mark) , covers over    361
tax-free     bond funds    and the BOND FUND REPORT AVERAGES (Registered
trade mark)/All Taxable covers over 357 taxable bond funds.     When
evaluating comparisons to money market funds, investors should consider the
relevant differences in investment objectives and policies. Specifically,
money market funds invest in short-term, high-quality instruments and seek
to maintain a stable $1.00 share price. The fund, however, invests in
longer-term instruments and its share price changes daily in response to a
variety of factors.
460The fund may compare and contrast in advertising the relative advantages
of investing in a mutual fund versus an individual municipal bond. Unlike
tax-free mutual funds, individual municipal bonds offer a stated rate of
interest and, if held to maturity, repayment of principal. Although some
individual municipal bonds might offer a higher return, they do not offer
the reduced risk of a mutual fund that invests in many different
securities. The initial investment requirements and sales charges of many
tax-free mutual funds are lower than the purchase cost of individual
municipal bonds, which are generally issued in $5,000 denominations and are
subject to direct brokerage costs.
461In advertising materials, Fidelity may reference or discuss its products
and services, which may include: other Fidelity funds; retirement
investing; brokerage products and services; the effects of dollar-cost
averaging and saving for college; charitable giving; and the Fidelity
credit card. In addition, Fidelity may quote financial or business
publications and periodicals, including model portfolios or allocations, as
they relate to fund management, investment philosophy, and investment
techniques. Fidelity may also reprint, and use as advertising and sales
literature, articles from Fidelity Focus, a quarterly magazine provided
free of charge to Fidelity fund shareholders.
462The fund may present its fund number, Quotron ( Registered trade mark)
number, and CUSIP number, and discuss or quote its current portfolio
manager.
463The fund may compare its return to the record of the Standard &
Poor's 500 ( Registered trade mark) Composite Stock Price Index (S&P
500), the Dow Jones Industrial Average (DJIA), the cost of living (as
measured by the Consumer Price Index, or CPI), the gross national product
(GNP), interest rates (based on banks' prime rate) and other economic data
over the same period. The S&P 500 and DJIA comparisons are provided to
show how the fund's total return compared to the return of a broad average
of common stocks and a narrower set of stocks of major industrial
companies, respectively, over the same period. Common stocks generally
offer greater potential growth than the fund, but generally experience
greater price volatility which means a greater potential for loss. In
addition, common stocks generally provide lower income that a fixed-income
investment such as the fund. Figures for the S&P 500 and DJIA are based
on the prices of unmanaged groups of stocks and, unlike the fund's returns,
their returns do not include the effect of paying brokerage commissions or
other costs of investing.
464The fund's performance may be compared in advertising to Certificates of
Deposit (CDs), the Bank Rate Monitor National Index, an average of the
quoted rates for 100 leading banks and thrifts in ten U.S. cities chosen to
represent the ten largest Consumer Metropolitan Statistical Areas, and
other investments issued by banks. The fund differ from bank investments in
several respects. The fund may offer greater liquidity and higher potential
returns than CDs; but, unlike CDs, the fund is not FDIC-insured and its
share price, yield, and return will fluctuate.
465The fund may advertise examples of the effects of periodic investment
plans, including the principle of dollar cost averaging. In such a program,
the investor invests a fixed dollar amount in a fund at periodic intervals,
thereby purchasing fewer shares when prices are high and more shares when
prices are low. While such a strategy does not assure a profit or guard
against loss in a declining market, the investor's average cost per share
can be lower than if fixed numbers of shares had been purchased at the same
intervals. In evaluating such a plan, investors should consider their
ability to continue purchasing shares through periods of low price levels.
466As of December 31, 1993, FMR managed    30     Spartan funds with
approximately    $20     billion in assets.
467ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
468The fund is open for business and its net asset value per share (NAV) is
calculated each day the New York Stock Exchange (NYSE) is open for trading.
The NYSE has designated the following holiday closings for 1994:
Washington's Birthday (observed), Good Friday, Memorial Day (observed),
Independence Day (observed), Labor Day, Thanksgiving Day, and Christmas Day
(observed). Although FMR expects the same holiday schedule, with the
addition of New Year's Day, to be observed in the future, the NYSE may
modify its holiday schedule at any time.
469FSC normally determines the fund's NAV as of the close of the NYSE
(normally 4:00 p.m. Eastern time). However, NAV may be calculated earlier
if trading on the NYSE is restricted or as permitted by the SEC. To the
extent that portfolio securities are traded in other markets on days when
the NYSE is closed, the fund's NAV may be affected on days when investors
do not have access to the fund to purchase or redeem shares.
470If the Trustees determine that existing conditions make cash payments
undesirable, redemption payments may be made in whole or in part in
securities or other property, valued for this purpose as they are valued in
computing the fund's NAVs. Shareholders receiving securities or other
property on redemption may realize a gain or loss for tax purposes, and
will incur any costs of sale, as well as the associated inconveniences.
471Pursuant to Rule 11a-3 under the Investment Company Act of 1940 (the
1940 Act), the fund is required to give shareholders at least 60 days'
notice prior to terminating or modifying its exchange privilege. Under the
Rule, the 60-day notification requirement may be waived if (i) the only
effect of a modification would be to reduce or eliminate an administrative
fee, redemption fee, or deferred sales charge ordinarily payable at the
time of exchange, or (ii) the fund suspends the redemption of the shares to
be exchange as permitted under the 1940 Act or by the SEC, or the fund to
be acquired suspends the sale of its shares because it is unable to invest
amounts effectively in accordance with its investment objective and
policies.
472In the Prospectus, the fund has notified shareholders that it reserves
the right at any time, without prior notice, to refuse exchange purchases
by any person or group if, in FMR's judgment, the fund would be unable to
invest effectively in accordance with its investment objective and
policies, or would otherwise potentially be adversely affected.
473DISTRIBUTIONS AND TAXES
474DISTRIBUTIONS. If you request to have distributions mailed to you and
the U.S. Postal Service cannot deliver your checks, or if your checks
remain uncashed for six months, Fidelity may reinvest your distributions at
the then-current NAV. All subsequent distributions will then be reinvested
until you provide Fidelity with alternate instructions.
475DIVIDENDS. To the extent that the fund's income is derived from
federally tax-exempt interest, the daily dividends declared by the fund are
also federally tax-exempt. The fund will send each shareholder a notice in
January describing the tax status of dividends and capital gain
distributions (if any) for the prior year.
476Shareholders are required to report tax-exempt income on their federal
tax returns. Shareholders who earn other income, such as social security
benefits, may be subject to federal income tax on up to one half of such
benefits to the extent that their income, including tax-exempt income,
exceeds certain base amounts.
477The fund purchases municipal obligations based on opinions of bond
counsel regarding the federal income tax status of the obligations. These
opinions generally will be based on covenants by the issuers regarding
continuing compliance with federal tax requirements. If the issuer of an
obligation fails to comply with its covenants at any time, interest on the
obligation could become federally taxable retroactive to the date the
obligation was issued.
478As a result of the Tax Reform Act of 1986, interest on certain "private
activity" securities (referred to as "qualified bonds" in the Internal
Revenue Code) is subject to the federal alternative minimum tax (AMT),
although the interest continues to be excludable from gross income for
other tax purposes. Interest from private activity securities is a tax
preference item for the purposes of determining whether a taxpayer is
subject to the AMT and the amount of AMT to be paid, if any. Private
activity securities issued after August 7, 1986 to benefit a private or
industrial user or to finance a private facility are affected by this rule.
479CAPITAL GAIN DISTRIBUTIONS. Long-term capital gains earned by the fund
on the sale of securities and distributed to shareholders are federally
taxable as long-term capital gains, regardless of the length of time that
shareholders have held their shares. If a shareholder receives a long-term
capital gain distribution on shares of the fund and such shares are held
six months or less and are sold at a loss, the portion of the loss equal to
the amount of the long-term capital gain distribution will be considered a
long-term loss for tax purposes.
480A portion of the gain on bonds purchased at a discount after April 30,
1993 and short-term capital gains distributed by the fund are federally
taxable to shareholders as dividends, not as capital gains. Distributions
from short-term capital gains do not qualify for the dividends-received
deduction   .     
481TAX STATUS OF THE FUND. The fund has qualified and intends to continue
to qualify each year as a "regulated investment company" for tax purposes,
so that it will not be liable for federal tax on income and capital gains
distributed to shareholders. In order to qualify as a regulated investment
company and avoid being subject to federal income or excise taxes at the
fund level, the fund intends to distribute substantially all of its net
investment income and net realized capital gains (if any) within each
calendar year as well as on a fiscal year basis. The fund also intends to
comply with other tax rules applicable to regulated investment companies,
including a requirement that capital gains from the sale of securities held
less than three months constitute less than 30% of the fund's gross income
for each fiscal year. Gains from some futures contracts and options are
included in the 30% calculation, which may limit the fund's investments in
such instruments.        
482If a fund purchases shares of certain foreign investment entities,
defined as passive foreign investment companies (PFICs) in the Internal
Revenue Code, it may be subject to U.S. federal income tax on a portion of
any excess distribution or gain in the disposition of such shares. Interest
charges may also be imposed on a fund with respect to deferred taxes
arising from such distributions or gains.
483   The fund is treated as a separate entity from the other funds of
Fidelity School Street Trust for tax purposes.    
484   As of December 31, 1993, the fund had a capital loss carry forward of
approximately $26,000, which will expire on December 31, 2001.    
485OTHER TAX INFORMATION. The information above is only a summary of some
of the tax consequences generally affecting the fund and its shareholders,
and no attempt has been made to discuss individual tax consequences.
Investors should consult their tax advisers to determine whether the fund
is suitable to their particular tax situation.
486FMR
487FMR is a wholly owned subsidiary of FMR Corp., a parent company
organized in 1972. At present, the principal operating activities of FMR
Corp. are those conducted by three of its divisions as follows: FSC, which
is the transfer and shareholder servicing agent for certain of the funds
advised by FMR; Fidelity Investments Institutional Operations Company,
which performs shareholder servicing functions for certain institutional
customers; and Fidelity Investments Retail Marketing Company, which
provides marketing services to various companies within the Fidelity
organization.
488Several affiliates of FMR are also engaged in the investment advisory
business. Fidelity Management Trust Company provides trustee, investment
advisory, and administrative services to retirement plans and corporate
employee benefit accounts. FMR U.K. and FMR Far East, both wholly owned
subsidiaries of FMR formed in 1986, supply investment research, and may
supply portfolio management services, to FMR in connection with certain
funds advised by FMR. Analysts employed by FMR, FMR U.K., and FMR Far East
research and visit thousands of domestic and foreign companies each year.
FMR Texas Inc., a wholly owned subsidiary of FMR formed in 1989, supplies
portfolio management and research services in connection with certain money
market funds advised by FMR.
489TRUSTEES AND OFFICERS
490The Trustees and executive officers of the trust are listed below.
Except as indicated, each individual has held the office shown or other
offices in the same company for the last five years. All persons named as
Trustees also serve in similar capacities for other funds advised by FMR.
Unless otherwise noted, the business address of each Trustee and officer is
82 Devonshire Street, Boston, Massachusetts 02109, which is also the
address of FMR. Those Trustees who are "interested persons" (as defined in
the Investment Company Act of 1940) by virtue of their affiliation with
either the trust or FMR, are indicated by an asterisk (*).
   *EDWARD C. JOHNSON 3d, Trustee and President, is Chairman, Chief
Executive Officer and a Director of FMR Corp.; a Director and Chairman of
the Board and of the Executive Committee of FMR; Chairman and a Director of
FMR Texas Inc. (1989), Fidelity Management & Research (U.K.) Inc., and
Fidelity Management & Research (Far East) Inc.    
   *J. GARY BURKHEAD, Trustee and Senior Vice President, is President of
FMR; and President and a Director of FMR Texas Inc. (1989), Fidelity
Management & Research (U.K.) Inc., and Fidelity Management &
Research (Far East) Inc.    
   RALPH F. COX, 200 Rivercrest Drive, Fort Worth, TX, Trustee (1991), is
President of Greenhill Petroleum Corporation (petroleum exploration and
production, 1990). Prior to his retirement in March 1990, Mr. Cox was
President and Chief Operating Officer of Union Pacific Resources Company
(exploration and production). He is a Director of Bonneville Pacific
Corporation (independent power, 1989) and CH2M Hill Companies
(engineering). In addition, he served on the Board of Directors of the
Norton Company (manufacturer of industrial devices, 1983-1990) and
continues to serve on the Board of Directors of the Texas State Chamber of
Commerce, and is a member of advisory boards of Texas A&M University
and the University of Texas at Austin.    
   PHYLLIS BURKE DAVIS, P.O. Box 264, Bridgehampton, NY, Trustee (1992).
Prior to her retirement in September 1991, Mrs. Davis was the Senior Vice
President of Corporate Affairs of Avon Products, Inc. She is currently a
Director of BellSouth Corporation (telecommunications), Eaton Corporation
(manufacturing, 1991), and the TJX Companies, Inc. (retail stores, 1990),
and previously served as a Director of Hallmark Cards, Inc. (1985-1991) and
Nabisco Brands, Inc. In addition, she serves as a Director of the New York
City Chapter of the National Multiple Sclerosis Society, and is a member of
the Advisory Council of the International Executive Service Corps. and the
President's Advisory Council of The University of Vermont School of
Business Administration.    
   RICHARD J. FLYNN, 77 Fiske Hill, Sturbridge, MA, Trustee, is a financial
consultant. Prior to September 1986, Mr. Flynn was Vice Chairman and a
Director of the Norton Company (manufacturer of industrial devices). He is
currently a Director of Mechanics Bank and a Trustee of College of the Holy
Cross and Old Sturbridge Village, Inc.    
   E. BRADLEY JONES, 3881-2 Lander Road, Chagrin Falls, OH, Trustee (1990).
Prior to his retirement in 1984, Mr. Jones was Chairman and Chief Executive
Officer of LTV Steel Company. Prior to May 1990, he was Director of
National City Corporation (a bank holding company) and National City Bank
of Cleveland. He is a Director of TRW Inc. (original equipment and
replacement products), Cleveland-Cliffs Inc (mining), NACCO Industries,
Inc. (mining and marketing), Consolidated Rail Corporation, Birmingham
Steel Corporation (1988), Hyster-Yale Materials Handling, Inc. (1989), and
RPM, Inc. (manufacturer of chemical products, 1990). In addition, he serves
as a Trustee of First Union Real Estate Investments, Chairman of the Board
of Trustees and a member of the Executive Committee of the Cleveland Clinic
Foundation, a Trustee and a member of the Executive Committee of University
School (Cleveland), and a Trustee of Cleveland Clinic Florida.    
   DONALD J. KIRK, 680 Steamboat Road, Apartment #1 - North, Greenwich, CT,
Trustee, is a Professor at Columbia University Graduate School of Business
and a financial consultant. Prior to 1987, he was Chairman of the Financial
Accounting Standards Board. Mr. Kirk is a Director of General Re
Corporation (reinsurance) and Valuation Research Corp. (appraisals and
valuations, 1993). In addition, he serves as Vice Chairman of the Board of
Directors of the National Arts Stabilization Fund and Vice Chairman of the
Board of Trustees of the Greenwich Hospital Association.    
   *PETER S. LYNCH, Trustee (1990) is Vice Chairman of FMR (1992). Prior to
his retirement on May 31, 1990, he was a Director of FMR (1989) and
Executive Vice President of FMR (a position he held until March 31, 1991);
Vice President of Fidelity Magellan Fund and FMR Growth Group Leader; and
Managing Director of FMR Corp. Mr. Lynch was also Vice President of
Fidelity Investments Corporate Services (1991-1992). He is a Director of
W.R. Grace & Co. (chemicals, 1989) and Morrison Knudsen Corporation
(engineering and construction). In addition, he serves as a Trustee of
Boston College, Massachusetts Eye & Ear Infirmary, Historic Deerfield
(1989) and Society for the Preservation of New England Antiquities, and as
an Overseer of the Museum of Fine Arts of Boston (1990).    
   GERALD C. McDONOUGH, 135 Aspenwood Drive, Cleveland, OH, Trustee (1989),
is Chairman of G.M. Management Group (strategic advisory services). Prior
to his retirement in July 1988, he was Chairman and Chief Executive Officer
of Leaseway Transportation Corp. (physical distribution services). Mr.
McDonough is a Director of ACME-Cleveland Corp. (metal working,
telecommunications and electronic products), Brush-Wellman Inc. (metal
refining), York International Corp. (air conditioning and refrigeration,
1989), Commercial Intertech Corp. (water treatment equipment, 1992), and
Associated Estates Realty Corporation (a real estate investment trust,
1993).     
   EDWARD H. MALONE, 5601 Turtle Bay Drive #2104, Naples, FL, Trustee.
Prior to his retirement in 1985, Mr. Malone was Chairman, General Electric
Investment Corporation and a Vice President of General Electric Company. He
is a Director of Allegheny Power Systems, Inc. (electric utility), General
Re Corporation (reinsurance) and Mattel Inc. (toy manufacturer). He is also
a Trustee of Rensselaer Polytechnic Institute and of Corporate Property
Investors and a member of the Advisory Boards of Butler Capital Corporation
Funds and Warburg, Pincus Partnership Funds.    
   MARVIN L. MANN, 55 Railroad Avenue, Greenwich, CT, Trustee (1993) is
Chairman of the Board, President, and Chief Executive Officer of Lexmark
International, Inc. (office machines, 1991). Prior to 1991, he held the
positions of Vice President of International Business Machines Corporation
("IBM") and President and General Manager of various IBM divisions and
subsidiaries. Mr. Mann is a Director of M.A. Hanna Company (chemicals,
1993) and Infomart (marketing services, 1991), a Trammell Crow Co. In
addition, he serves as the Campaign Vice Chairman of the Tri-State United
Way (1993) and is a member of the University of Alabama President's Cabinet
(1990).    
   THOMAS R. WILLIAMS, 21st Floor, 191 Peachtree Street, N.E., Atlanta, GA,
Trustee, is President of The Wales Group, Inc. (management and financial
advisory services). Prior to retiring in 1987, Mr. Williams served as
Chairman of the Board of First Wachovia Corporation (bank holding company),
and Chairman and Chief Executive Officer of The First National Bank of
Atlanta and First Atlanta Corporation (bank holding company). He is
currently a Director of BellSouth Corporation (telecommunications),
ConAgra, Inc. (agricultural products), Fisher Business Systems, Inc.
(computer software), Georgia Power Company (electric utility), Gerber Alley
& Associates, Inc. (computer software), National Life Insurance Company
of Vermont, American Software, Inc. (1989), and AppleSouth, Inc.
(restaurants, 1992).    
   GARY L. FRENCH, Treasurer (1991). Prior to becoming Treasurer of the
Fidelity funds, Mr. French was Senior Vice President, Fund Accounting -
Fidelity Accounting & Custody Services Co. (1991); Vice President, Fund
Accounting - Fidelity Accounting & Custody Services Co. (1990); and
Senior Vice President, Chief Financial and Operations Officer - Huntington
Advisers, Inc. (1985-1990).    
   ARTHUR S. LORING, Secretary, is Senior Vice President and General
Counsel of FMR, Vice President - Legal of FMR Corp., and Vice President and
Clerk of FDC.    
   Under a retirement program that became effective on November 1, 1989,
Trustees, upon reaching age 72, become eligible to participate in a defined
benefit retirement program under which they receive payments during their
lifetime from the fund based on their basic trustee fees and length of
service. Currently, Messrs. Robert L. Johnson, William R. Spaulding,
Bertram H. Witham, and David L. Yunich participate in the program.     
491   As of December 31, 1993, FMR and its affiliates owned approximately
51.8% of the total outstanding shares of the fund. Mr. Edward C. Johnson
3d, President and Trustee of the trust, by virtue of his controlling
interest in FMR Corp., may be considered a beneficial owner of these
shares. Also as of this date, the other Trustees and officers of the fund
owned, in the aggregate, less than 1% of the fund's total outstanding
shares.    
492MANAGEMENT CONTRACT
493The fund employs FMR to furnish investment advisory and other services.
Under its management contract with the fund, FMR acts as investment adviser
and, subject to the supervision of the Board of Trustees, directs the
investments of the fund in accordance with its investment objective,
policies, and limitations. FMR also provides the fund with all necessary
office facilities and personnel for servicing the fund's investments, and
compensates all officers of the trust, all Trustees who are "interested
persons" of the trust or of FMR, and all personnel of the trust or FMR
performing services relating to research, statistical, and investment
activities.
494In addition, FMR or its affiliates, subject to the supervision of the
Board of Trustees, provide the management and administrative services
necessary for the operation of the fund. These services include providing
facilities for maintaining the fund's organization; supervising relations
with custodians, transfer and pricing agents, accountants, underwriters,
and other persons dealing with the fund; preparing all general shareholder
communications and conducting shareholder relations; maintaining the fund's
records and the registration of the fund's shares under federal and state
law; developing management and shareholder services for the fund; and
furnishing reports, evaluations, and analyses on a variety of subjects to
the Board of Trustees.
495FMR is responsible for the payment of all expenses of the fund with
certain exceptions. Specific expenses payable by FMR include, without
limitation, the fees and expenses of registering and qualifying the fund
and its shares for distribution under federal and state securities laws;
expenses of typesetting for printing the Prospectus and Statement of
Additional Information; custodian charges; audit and legal expenses;
insurance expense; association membership dues; and the expenses of mailing
reports to shareholders, shareholder meetings, and proxy solicitations. FMR
also provides for transfer agent and dividend disbursing services and
portfolio and general accounting record maintenance through FSC.
496FMR pays all other expenses of the fund with the following exceptions:
fees and expenses of the Trustees who are not "interested persons" of the
trust or of FMR (the non-interested Trustees); interest on borrowings;
taxes; brokerage commissions (if any); and such nonrecurring expenses as
may arise, including costs of any litigation to which the fund may be a
party, and any obligation it may have to indemnify the officers and
Trustees with respect to litigation.
497FMR is the fund's manager pursuant to a management contract dated July
15, 1993, which was approved by FMR, the then sole shareholder of the fund
on August 30, 1993. For the services of FMR under the management contract,
the fund pays FMR a monthly management fee at the annual rate of .70% of
the fund's average net assets throughout the month. FMR reduces its fee by
an amount equal to the fees and expenses of the non-interested Trustees.
   For the fiscal period ended December 31, 1993, the fund paid $33,664 to
FMR in management fees.    
498FMR may, from time to time, voluntarily reimburse all or a portion of
the fund's operating expenses (exclusive of interest, taxes, brokerage
commissions, and extraordinary expenses).
499To defray shareholder service costs, FMR or its affiliates also collect
the fund's $5.00 exchange fee, $5.00 account closeout fee, and $5.00 fee
for wire purchases and redemptions.
500To comply with the California Code of Regulations, FMR will reimburse
the fund if and to the extent that the fund's aggregate annual operating
expenses exceed specified percentages of its average net assets. The
applicable percentages are 2 1/2% of the first $30 million, 2% of the next
$70 million, and 1 1/2% of average net assets in excess of $100 million.
When calculating the fund's expenses for purposes of this regulation, the
fund may exclude interest, taxes, brokerage commissions, and extraordinary
expenses, as well as a portion of its distribution plan expenses, as well
as a portion of its distribution plan expenses and custodian fees
attributable to investments in foreign securities.
501SUB-ADVISERS. On July 15, 1993, FMR entered into sub-advisory agreements
with FMR U.K. and FMR Far East pursuant to which FMR U.K. and FMR Far East
supply FMR with investment research and recommendations concerning foreign
securities for the benefit of the fund. The sub-advisory agreements provide
that FMR will pay fees to FMR U.K. and FMR Far East equal to 110% and 105%,
respectively, of FMR U.K.'s and FMR Far East's costs incurred in connection
with each agreement, said costs to be determined in relation to the assets
of the fund that benefits from the services of the sub-advisers.
502DISTRIBUTION AND SERVICE PLAN
503The fund has adopted a distribution and service plan (the plan) under
Rule 12b-1 of the Investment Company Act of 1940 (the Rule). The Rule
provides in substance that a mutual fund may not engage directly or
indirectly in financing any activity that is primarily intended to result
in the sale of shares of the fund except pursuant to a plan adopted by the
fund under the Rule. The fund's Board of Trustees has adopted the plan to
allow the fund and FMR to incur certain expenses that might be considered
to constitute indirect payment by the fund of distribution expenses. Under
the plan, if the payment by a fund to FMR of management fees should be
deemed to be indirect financing by the fund of the distribution of its
shares, such payment is authorized by the plan.
504The plan specifically recognizes that FMR, either directly or through
FDC, may use its management fee revenues, past profits, or other resources,
without limitation, to pay promotional and administrative expenses in
connection with the offer and sale of shares of the fund. In addition, the
plan provides that FMR may use its resources, including its management fee
revenues, to make payments to third parties that provide assistance in
selling the fund's shares, or to third parties, including banks, that
render shareholder support services. The Trustees have not authorized third
party payments to date.
505The fund's plan has been approved by the Trustees. As required by the
Rule, the Trustees carefully considered all pertinent factors relating to
the implementation of the plan prior to its approval, and have determined
that there is a reasonable likelihood that the plan will benefit the fund
and its shareholders. In particular, the Trustees noted that the plan does
not authorize payments by the fund other than those made to FMR under its
management contract with the fund. To the extent that the plan gives FMR
and FDC greater flexibility in connection with the distribution of shares
of the fund, additional sales of the fund's shares may result.
Additionally, certain shareholder support services may be provided more
effectively under the plan by local entities with whom shareholders have
other relationships. The plan was approved by FMR, the then sole
shareholder of the fund, on August 30, 1993.
506The Glass-Steagall Act generally prohibits federally and state chartered
or supervised banks from engaging in the business of underwriting, selling,
or distributing securities. Although the scope of this prohibition under
the Glass-Steagall Act has not been clearly defined by the courts or
appropriate regulatory agencies, FDC believes that the Glass-Steagall Act
should not preclude a bank from performing shareholder support services and
servicing and recordkeeping functions. FDC intends to engage banks only to
perform such functions. However, changes in federal or state statutes and
regulations pertaining to the permissible activities of banks and their
affiliates or subsidiaries, as well as further judicial or administrative
decisions or interpretations, could prevent a bank from continuing to
perform all or a part of the contemplated services. If a bank were
prohibited from so acting, the Trustees would consider what actions, if
any, would be necessary to continue to provide efficient and effective
shareholder services. In such event, changes in the operation of the fund
might occur, including possible termination of any automatic investment or
redemption or other services then provided by the bank. It is not expected
that shareholders would suffer any adverse financial consequences as a
result of any of these occurrences. The fund may execute portfolio
transactions with and purchase securities issued by depository institutions
that receive payments under the plan. No preference will be shown in the
selection of investments for the instruments of such depository
institutions. In addition, state securities laws on this issue may differ
from the interpretations of federal law expressed herein, and banks and
other financial institutions may be required to register as dealers
pursuant to state law.
507CONTRACTS WITH COMPANIES AFFILIATED WITH FMR 
508FSC performs transfer agency, dividend disbursing, and shareholder
servicing functions for the fund, the costs of which are borne by FMR
pursuant to its management contract with the fund. FSC also calculates the
fund's NAV and dividends, maintains the fund's general accounting records,
and administers the fund's securities lending program. The cost of these
services are also borne by FMR pursuant to its management contract with the
fund.
509The fund has a distribution agreement with FDC, a Massachusetts
corporation organized on July 18, 1960. FDC is a broker-dealer registered
under the Securities Exchange Act of 1934 and is a member of the National
Association of Securities Dealers, Inc. The distribution agreement calls
for FDC to use all reasonable efforts, consistent with its other business,
to secure purchasers for shares of the fund, which are continuously offered
at net asset value. Promotional and administrative expenses in connection
with the offer and sale of shares are paid by FMR.
510DESCRIPTION OF THE TRUST
511TRUST ORGANIZATION. Spartan Bond Strategist is a fund of Fidelity School
Street Trust, an open-end management investment company    originally    
organized as a Massachusetts business trust on September 10, 1976 as
Fidelity Limited Term Municipals. The trust's name was changed to Fidelity
School Street Trust on July 1, 1993. Currently, there are two funds of the
trust: Fidelity Limited Term Municipals and Spartan Bond Strategist. The
Declaration of Trust permits the Trustees to create additional funds.
512In the event that FMR ceases to be the investment adviser to the trust
or a fund, the right of the trust or fund to use the identifying names
"Fidelity" and "Spartan" may be withdrawn.
513The assets of the trust received for the issue or sale of shares of each
fund and all income, earnings, profits, and proceeds thereof, subject only
to the rights of creditors, are especially allocated to such fund, and
constitute the underlying assets of such fund. The underlying assets of
each fund are segregated on the books of account, and are to be charged
with the liabilities with respect to such fund and with a share of the
general expenses of the trust. Expenses with respect to the trust are to be
allocated in proportion to the asset value of the respective funds, except
where allocations of direct expense can otherwise be fairly made. The
officers of the trust, subject to the general supervision of the Board of
Trustees, have the power to determine which expenses are allocable to a
given fund, or which are general or allocable to all of the funds. In the
event of the dissolution or liquidation of the trust, shareholders of each
fund are entitled to receive as a class the underlying assets of such fund
available for distribution.
514SHAREHOLDER AND TRUSTEE LIABILITY. The trust is an entity of the type
commonly known as a "Massachusetts business trust." Under Massachusetts
law, shareholders of such a trust may, under certain circumstances, be held
personally liable for the obligations of the trust. The Declaration of
Trust provides that the trust shall not have any claim against shareholders
except for the payment of the purchase price of shares and requires that
each agreement, obligation, or instrument entered into or executed by the
trust or the Trustees include a provision limiting the obligations created
thereby to the trust and its assets. The Declaration of Trust provides for
indemnification out of each fund's property of any shareholder held
personally liable for the obligations of the fund. The Declaration of Trust
also provides that each fund shall, upon request, assume the defense of any
claim made against any shareholder for any act or obligation of the fund
and satisfy any judgment thereon. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is limited to
circumstances in which the fund itself would be unable to meet its
obligations. FMR believes that, in view of the above, the risk of personal
liability to shareholders is remote.
515The Declaration of Trust further provides that the Trustees, if they
have exercised reasonable care, will not be liable for any neglect or
wrongdoing, but nothing in the Declaration of Trust protects Trustees
against any liability to which they would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence, or reckless disregard of
the duties involved in the conduct of their office.
516VOTING RIGHTS. Each fund's capital consists of shares of beneficial
interest. The shares have no preemptive or conversion rights; the voting
and dividend rights, the right of redemption, and the privilege of exchange
are described in the Prospectus. Shares are fully paid and nonassessable,
except as set forth under the heading "Shareholder and Trustee Liability"
above. Shareholders representing 10% or more of the trust or a fund may, as
set forth in the Declaration of Trust, call meetings of the trust or a fund
for any purpose related to the trust or fund, as the case may be,
including, in the case of a meeting of the entire trust, the purpose of
voting on removal of one or more Trustees. The trust or any fund may be
terminated upon the sale of its assets to another open-end management
investment company, or upon liquidation and distribution of its assets, if
approved by vote of the holders of a majority of the outstanding shares of
the trust or the fund. If not so terminated, the trust and its funds will
continue indefinitely.
517CUSTODIAN. The Bank of New York, 110 Washington Street, New York, N.Y.
is custodian of the assets of the fund. The custodian is responsible for
the safekeeping of the fund's assets and the appointment of subcustodian
banks and clearing agencies. The custodian takes no part in determining the
investment policies of the fund or in deciding which securities are
purchased or sold by the fund. The fund may, however, invest in obligations
of the custodian and may purchase securities from or sell securities to the
custodian.
518FMR, its officers and directors, its affiliated companies, and the
trust's Trustees may from time to time have transactions with various
banks, including banks serving as custodians for certain of the funds
advised by FMR. Transactions that have occurred to date include mortgages
and personal and general business loans. In the judgment of FMR, the terms
and conditions of those transactions were not influenced by existing or
potential custodial or other fund relationships.
519AUDITOR.    Coopers & Lybrand, One Post Office Square, Boston,
Massachusetts,     serves as the trust's independent accountant. The
auditor examines financial statements for the fund and provides other
audit, tax, and related services.
   520FINANCIAL STATEMENTS    
   521The fund's Annual Report for the fiscal period ended December 31,
1993 is a separate report supplied with this Statement of Additional
Information and is incorporated herein by reference.    
522APPENDIX
523DOLLAR-WEIGHTED AVERAGE MATURITY is derived by multiplying the value of
each investment by the number of days remaining to its maturity, adding
these calculations, and then dividing the total by the value of the fund's
portfolio. An obligation's maturity is typically determined on a stated
final maturity basis, although there are some exceptions to this rule.
524For example, if it is probable that the issuer of an instrument will
take advantage of a maturity-shortening device, such as a call, refunding,
or redemption provision, the date on which the instrument will probably be
called, refunded, or redeemed may be considered to be its maturity date.
When a municipal bond issuer has committed to call an issue of bonds and
has established an independent escrow account that is sufficient to, and is
pledged to, refund that issue, the number of days to maturity for the
prerefunded bond is considered to be the number of days to the announced
call date of the bonds. Also, the maturities of mortgage-backed securities
and some asset-backed securities, such as collateralized mortgage
obligations, are determined on a weighted average life basis, which is the
average time for principal to be repaid. For a mortgage security, this
average time is calculated by assuming a constant prepayment rate for the
life of the mortgage. The weighted average life of these securities is
likely to be substantially shorter than their stated final maturity.
525DESCRIPTION OF MOODY'S INVESTORS SERVICE, INC.'S MUNICIPAL BOND RATINGS:
526AAA - Bonds rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as
"gilt edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized
are most unlikely to impair the fundamentally strong position of such
issues.
527AA - Bonds rated Aa are judged to be of high quality by all standards.
Together with Aaa group they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other
elements present which make the long-term risks appear somewhat larger than
in Aaa securities.
528A - Bonds rated A possess many favorable investment attributes and are
to be considered as upper-medium-grade obligations. Factors giving security
to principal and interest are considered adequate but elements may be
present which suggest a susceptibility to impairment sometime in the
future.
529BAA - Bonds rated Baa are considered as medium-grade obligations, i.e.,
they are neither highly protected nor poorly secured. Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any
great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.
530BA - Bonds rated Ba are judged to have speculative elements. Their
future cannot be considered as well assured. Often the protection of
interest and principal payments may be very moderate and thereby not well
safeguarded during both good and bad times in the future. Uncertainty of
position characterizes bonds in this class.
531B - Bonds rated B generally lack characteristics of a desirable
investment. Assurance of interest and principal payments of or maintenance
of other terms of the contract over any long period of time may be small.
532Those bonds in the Aa, A, Baa, Ba, and B groups which Moody's believes
possess the strongest investment attributes are designated by the symbols
Aa1, A1, Baa1, Ba1, and B1.
533DESCRIPTION OF STANDARD & POOR'S CORPORATION'S MUNICIPAL BOND
RATINGS:
534AAA - Debt rated AAA has the highest rating assigned by Standard &
Poor's to a debt obligation. Capacity to pay interest and repay principal
is extremely strong.
535AA - Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the highest-rated debt issues only in small
degree.
536A - Debt rated A has a strong capacity to pay interest and repay
principal, although it is somewhat more susceptible to the adverse effects
of changes in circumstances and economic conditions.
537BBB - Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than in higher-rated
categories.
538BB - Debt rated BB has less near-term vulnerability to default than
other speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions which could
lead to inadequate capacity to meet timely interest and principal payments.
539B - Debt rated B has a greater vulnerability to default but currently
has the capacity to meet interest payments and principal repayments.
Adverse business, financial, or economic conditions will likely impair
capacity or willingness to pay interest and repay principal. The B rating
category is also used for debt subordinated to senior debt that is assigned
an actual or implied BB or BB- rating.
540The ratings from AA to B may be modified by the addition of a plus or
minus to show relative standing within the major rating categories.
541DESCRIPTION OF MOODY'S INVESTORS SERVICE, INC.'S CORPORATE BOND RATINGS:
542AAA - Bonds rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as
"gilt edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized
are most unlikely to impair the fundamentally strong position of such
issues.
543AA - Bonds rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other
elements present which make the long-term risks appear somewhat larger than
in Aaa securities.
544A - Bonds rated A possess many favorable investment attributes and are
to be considered as upper-medium-grade obligations. Factors giving security
to principal and interest are considered adequate but elements may be
present which suggest a susceptibility to impairment sometime in the
future.
545BAA - Bonds rated Baa are considered as medium-grade obligations, i.e.,
they are neither highly protected nor poorly secured. Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any
great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.
546BA - Bonds rated Ba are judged to have speculative elements. Their
future cannot be considered as well assured. Often the protection of
interest and principal payments may be very moderate and thereby not well
safeguarded during both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.
547B - Bonds rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or maintenance of
other terms of the contract over any long period of time may be small.
548Moody's applies numerical modifiers, 1, 2, and 3, in each generic rating
classification from Aa through B in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its
generic rating category; the modifier 2 indicates a mid-range ranking; and
the modifier 3 indicates that the issue ranks in the lower end of its
generic rating category.
549DESCRIPTION OF STANDARD & POOR'S CORPORATION'S CORPORATE BOND
RATINGS:
550AAA - Debt rated AAA has the highest rating assigned by Standard &
Poor's to a debt obligation. Capacity to pay interest and repay principal
is extremely strong.
551AA - Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the higher-rated issues only in small degree.
552A - Debt rated A has a strong capacity to pay interest and repay
principal, although it is somewhat more susceptible to the adverse effects
of changes in circumstances and economic conditions.
553BBB - Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than in higher-rated
categories.
554BB - Debt rate BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions which could
lead to inadequate capacity to meet timely interest and principal payments.
555B - Debt rated B has a greater vulnerability to default but currently
has the capacity to meet interest payments and principal repayments.
Adverse business, financial, or economic conditions will likely impair
capacity or willingness to pay interest and repay principal. The B rating
category is also used for debt subordinated to senior debt that is assigned
an actual or implied BB- rating.
556The ratings from AA to B may be modified by the addition of a plus or
minus to show relative standing within the major rating categories.
PART C - OTHER INFORMATION
Item 24. Financial Statements and Exhibits
  (a)  Financial Statements:
 1.  Financial statements for Spartan Bond Strategist for the fiscal period
ended December 31, 1993 are incorporated by reference to the fund's
Statement of Additional Information and are filed herein as Exhibit 24
(a)(1).
 2.  Financial statements for Fidelity Limited Term Municipals for the
fiscal year ended December 31, 1993 are incorporated by reference to the
fund's Statement of Additional Information and are filed herein as Exhibit
24 (a)(2).
 3.  Financial statements for Fidelity High Yield Tax-Free Portfolio for
the fiscal year ended November 30, 1993 are incorporated by reference to
the fund's Statement of Additional Information and are filed herein as
Exhibit 24 (a)(3).
 4.  Financial statements for Fidelity Aggressive Tax-Free Portfolio for
the fiscal year ended December 31, 1993 are incorporated by reference to
the fund's Statement of Additional Information and are filed herein as
Exhibit 24 (a)(4).
  (b)  Exhibits:
 1. (a) Declaration of Trust of Registrant, dated September 10, 1976, is
incorporated herein by reference to Exhibit 1.1 to Registration Statement
No. 2-57167 filed September 13, 1976.
 (i) Supplement, dated February 1977, to the September 10, 1976 Declaration
of Trust is incorporated herein by reference to Exhibit 1(a)(i) to
Post-Effective Amendment No. 30.
  (b) Supplement, dated March 28, 1977, to the September 10, 1976
Declaration of Trust is incorporated herein by reference to Exhibit (1)(b)
to Post-Effective Amendment No. 16.
  (c) Supplement, dated April 15, 1977, to the September 10, 1976
Declaration of Trust, as amended, is incorporated herein by reference to
Exhibit (1)(c) to Post-Effective Amendment No. 16.
  (d) Supplement, dated September 14, 1978, to the September 10, 1976
Declaration of Trust, as amended, is incorporated herein by reference to
Exhibit (1)(d) to Post-Effective Amendment No. 16.
  (e) Amended and Restated Declaration of Trust, dated March 1, 1987, is
incorporated 
    herein by reference to Exhibit 1(e) to Post-Effective Amendment No. 28.
  (f) Supplement, dated December 1, 1988, to the March 1, 1987 Declaration
of Trust, is incorporated herein by reference to Exhibit 1(f) to
Post-Effective Amendment No. 30.
  (g) Supplement, dated June 17, 1993, to the March 1, 1987 Declaration of
Trust, is incorporated herein by reference to Exhibit 1(g) to
Post-Effective Amendment No. 41.
 2. Not applicable.
 3. Not applicable.
 4. Not applicable.
 5. (a) Management Contract between Fidelity Limited Term Municipals and
Fidelity Management & Research Company dated March 1, 1989 is
incorporated herein by reference to Exhibit 5 to Post-Effective Amendment
No. 31.
  (b) Form of Management Contract between Spartan Bond Strategist and
Fidelity Management & Research Company is incorporated herein by
reference to Exhibit 5(b) to Post-Effective Amendment No. 41.
  (c) Form of Sub-Advisory Agreement between Fidelity Management &
Research Company and Fidelity Management & Research (U.K.) Inc. on
behalf of Spartan Bond Strategist is incorporated herein by reference to
Exhibit 5(c) to Post-Effective Amendment No. 41.
  (d) Form of Sub-Advisory Agreement between Fidelity Management &
Research Company and Fidelity Management & Research (Far East) Inc. on
behalf of Spartan Bond Strategist is incorporated herein by reference to
Exhibit 5(d) to Post-Effective Amendment No. 41.
 6. (a) General Distribution Agreement between Fidelity Limited Term
Municipals and Fidelity Distributors Corporation, dated April 1, 1987, is
incorporated herein by reference to Exhibit 6 to Post-Effective Amendment
No. 27.
  (b) Amendment, dated January 1, 1988, to the General Distribution
Agreement between the Registrant and Fidelity Distributors Corporation, is
incorporated herein by reference to Exhibit 6(b) to Post-Effective
Amendment No. 30.
  (c) Form of General Distribution Agreement between Spartan Bond
Strategist and Fidelity Distributors Corporation is incorporated herein by
reference to Exhibit 6(c) to Post-Effective Amendment No. 41.
 7. Retirement Program for Non-Interested Person Trustees, Directors or
General Partners, effective November 1, 1989, was filed as Exhibit 7 to
Post-Effective Amendment No. 38.
 8.  Custodian Agreement, dated July 18, 1991, between Fidelity Limited
Term Municipals and United Missouri Bank, N.A. is incorporated herein by
reference to Exhibit 8 to Post-Effective Amendment No. 38.
 9. (a) Transfer Agency Agreement, dated April 1, 1978, between FMR Corp.,
FMR Service Co. and Fidelity Limited Term Municipals is incorporated herein
by reference to Exhibit 9(a) to Post-Effective Amendment No. 16.
   (i) Extension and Amendment of Transfer Agency Agreement between FMR
Corp., Fidelity Service Co. and Registrant, dated July 1, 1983, is
incorporated herein by reference to Exhibit 9(a)(i) to Post-Effective
Amendment No. 18.
  (b) Amendment to Transfer Agency Agreement between the Registrant and
State Street Bank, dated October 1, 1984, is incorporated herein by
reference to Exhibit 9(b) to Post-Effective Amendment No. 22.
  (c) Forms of Schedules A, B, and C to the Transfer Agency Agreement,
dated April 1, 1978, as Amended, are incorporated herein by reference to
Exhibit 9(c) to Post-Effective Amendment No. 41.
 10. Not applicable.
 11. Consent of Coopers & Lybrand is filed herein as Exhibit 11.
 12. Not applicable.
 13. Not applicable.
 14. Not applicable.
 15. (a) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity
Limited Term Municipals is incorporated herein by reference to Exhibit 15
to Post-Effective Amendment No. 26.
  (b) Distribution and Service Plan pursuant to Rule 12b-1 for Spartan Bond
Strategist is incorporated herein by reference to Exhibit 15(b) to
Post-Effective Amendment No. 41.
 16. (a) A schedule for computation of performance quotations is
incorporated herein by reference to Exhibit 16 to Post-Effective Amendment
No. 31.
  (b) A schedule for the computation of adjusted net asset value is
incorporated herein by reference to Exhibit 16(b) to Post-Effective
Amendment No. 40.
  (c) A revised schedule for the computation of after-tax total return is
filed herein as Exhibit 16(c).
Item 25. Persons Controlled by or under Common Control with Registrant
 The Board of Trustees of Registrant is the same as the boards of other
funds advised by FMR, each of which has Fidelity Management & Research
Company as its investment adviser. In addition, the officers of these funds
are substantially identical.  Nonetheless, the Registrant takes the
position that it is not under common control with these other funds since
the power residing in the respective boards and officers arises as the
result of an official position with the respective funds.
Item 26.  Number of Holders of Securities  
December 31, 1993
Title of Class:  Shares of Beneficial Interest
  Name of Series     Number of Record Holders
  Fidelity Limited Term Municipals    39,891
  Spartan Bond Strategist     399
Item 27.  Indemnification
 Article XI, Section 2 of the Declaration of Trust sets forth the
reasonable and fair means for determining whether indemnification shall be
provided to any past or present Trustee or officer.  It states that the
Registrant shall indemnify any present or past Trustee or officer to the
fullest extent permitted by law against liability and all expenses
reasonably incurred by him in connection with any claim, action, suit or
proceeding in which he is involved by virtue of his service as a trustee,
an officer, or both.  Additionally, amounts paid or incurred in settlement
of such matters are covered by this indemnification.  Indemnification will
not be provided in certain circumstances, however.  These include instances
of willful misfeasance, bad faith, gross negligence, and reckless disregard
of the duties involved in the conduct of the particular office involved.
Item 28. Business and Other Connections of Investment Adviser
 (1) FIDELITY MANAGEMENT & RESEARCH COMPANY
 FMR serves as investment adviser to a number of other investment
companies.  The directors and officers of the Adviser have held, during the
past two fiscal years, the following positions of a substantial nature.
 
<TABLE>
<CAPTION>
<S>                     <C>                                                          
Edward C. Johnson 3d    Chairman of the Executive Committee of FMR; President        
                        and Chief Executive Officer of FMR Corp.; Chairman of        
                        the Board and a Director of FMR, FMR Corp., FMR Texas        
                        Inc., Fidelity Management & Research (U.K.) Inc. and     
                        Fidelity Management & Research (Far East) Inc.;          
                        President and Trustee of funds advised by FMR;               
 
                                                                                     
 
J. Gary Burkhead        President of FMR; Managing Director of FMR Corp.;            
                        President and a Director of FMR Texas Inc., Fidelity         
                        Management & Research (U.K.) Inc. and Fidelity           
                        Management & Research (Far East) Inc.; Senior Vice       
                        President and Trustee of funds advised by FMR.               
 
                                                                                     
 
Peter S. Lynch          Vice Chairman of FMR (1992).                                 
 
                                                                                     
 
David Breazzano         Vice President of FMR (1993) and of a fund advised by        
                        FMR.                                                         
 
                                                                                     
 
Stephan Campbell        Vice President of FMR (1993).                                
 
                                                                                     
 
Rufus C. Cushman, Jr.   Vice President of FMR and of funds advised by FMR;           
                        Corporate Preferred Group Leader.                            
 
                                                                                     
 
Will Danof              Vice President of FMR (1993) and of a fund advised by        
                        FMR.                                                         
 
                                                                                     
 
Scott DeSano            Vice President of FMR (1993).                                
 
                                                                                     
 
Penelope Dobkin         Vice President of FMR (1990) and of a fund advised by        
                        FMR.                                                         
 
                                                                                     
 
Larry Domash            Vice President of FMR (1993).                                
 
                                                                                     
 
George Domolky          Vice President of FMR (1993) and of a fund advised by        
                        FMR.                                                         
 
                                                                                     
 
Charles F. Dornbush     Senior Vice President of FMR; Chief Financial Officer of     
                        the Fidelity funds; Treasurer of FMR Texas Inc., Fidelity    
                        Management & Research (U.K.) Inc., and Fidelity          
                        Management & Research (Far East) Inc.                    
 
                                                                                     
 
Robert K. Duby          Vice President of FMR.                                       
 
                                                                                     
 
Margaret L. Eagle       Vice President of FMR and of a fund advised by FMR.          
 
                                                                                     
 
Kathryn L. Eklund       Vice President of FMR.                                       
 
                                                                                     
 
Richard B. Fentin       Senior Vice President of FMR (1993) and of a fund advised    
                        by FMR.                                                      
 
                                                                                     
 
Daniel R. Frank         Vice President of FMR and of funds advised by FMR.           
 
                                                                                     
 
Gary L. French          Vice President of FMR and Treasurer of the funds advised     
                        by FMR.  Prior to assuming the position as Treasurer he      
                        was Senior Vice President, Fund Accounting - Fidelity        
                        Accounting & Custody Services Co.                        
 
                                                                                     
 
Michael S. Gray         Vice President of FMR and of funds advised by FMR.           
 
                                                                                     
 
Barry A. Greenfield     Vice President of FMR and of a fund advised by FMR.          
 
                                                                                     
 
William J. Hayes        Senior Vice President of FMR; Income/Growth Group            
                        Leader and International Group Leader.                       
 
                                                                                     
 
Robert Haber            Vice President of FMR and of funds advised by FMR.           
 
                                                                                     
 
Daniel Harmetz          Vice President of FMR and of a fund advised by FMR.          
 
                                                                                     
 
Ellen S. Heller         Vice President of FMR.                                       
 
                                                                                     
 
</TABLE>
 
John Hickling   Vice President of FMR (1993) and of funds advised by    
                FMR.                                                    
 
 
<TABLE>
<CAPTION>
<S>                      <C>                                                           
                                                                                       
 
Robert F. Hill           Vice President of FMR; and Director of Technical              
                         Research.                                                     
 
                                                                                       
 
Stephan Jonas            Vice President of FMR (1993).                                 
 
                                                                                       
 
David B. Jones           Vice President of FMR (1993).                                 
 
                                                                                       
 
Steven Kaye              Vice President of FMR (1993) and of a fund advised by         
                         FMR.                                                          
 
                                                                                       
 
Frank Knox               Vice President of FMR (1993).                                 
 
                                                                                       
 
Robert A. Lawrence       Senior Vice President of FMR (1993); and High Income          
                         Group Leader.                                                 
 
                                                                                       
 
Alan Leifer              Vice President of FMR and of a fund advised by FMR.           
 
                                                                                       
 
Harris Leviton           Vice President of FMR (1993) and of a fund advised by         
                         FMR.                                                          
 
                                                                                       
 
Bradford E. Lewis        Vice President of FMR and of funds advised by FMR.            
 
                                                                                       
 
Robert H. Morrison       Vice President of FMR and Director of Equity Trading.         
 
                                                                                       
 
David Murphy             Vice President of FMR and of funds advised by FMR.            
 
                                                                                       
 
Jacques Perold           Vice President of FMR.                                        
 
                                                                                       
 
Brian Posner             Vice President of FMR (1993) and of a fund advised by         
                         FMR.                                                          
 
                                                                                       
 
Anne Punzak              Vice President of FMR and of funds advised by FMR.            
 
                                                                                       
 
Richard A. Spillane      Vice President of FMR and of funds advised by FMR; and        
                         Director of Equity Research.                                  
 
                                                                                       
 
Robert E. Stansky        Senior Vice President of FMR (1993) and of funds advised      
                         by FMR.                                                       
 
                                                                                       
 
Thomas Steffanci         Senior Vice President of FMR (1993); and Fixed-Income         
                         Division Head.                                                
 
                                                                                       
 
Gary L. Swayze           Vice President of FMR and of funds advised by FMR; and        
                         Tax-Free Fixed-Income Group Leader.                           
 
                                                                                       
 
Donald Taylor            Vice President of FMR (1993) and of funds advised by          
                         FMR.                                                          
 
                                                                                       
 
Beth F. Terrana          Senior Vice President of FMR (1993) and of funds advised      
                         by FMR.                                                       
 
                                                                                       
 
Joel Tillinghast         Vice President of FMR (1993) and of a fund advised by         
                         FMR.                                                          
 
                                                                                       
 
Robert Tucket            Vice President of FMR (1993).                                 
 
                                                                                       
 
George A. Vanderheiden   Senior Vice President of FMR; Vice President of funds         
                         advised by FMR; and Growth Group Leader.                      
 
                                                                                       
 
Jeffrey Vinik            Senior Vice President of FMR (1993) and of a fund advised     
                         by FMR.                                                       
 
                                                                                       
 
Guy E. Wickwire          Vice President of FMR and of a fund advised by FMR.           
 
                                                                                       
 
Arthur S. Loring         Senior Vice President (1993), Clerk and General Counsel of    
                         FMR; Vice President, Legal of FMR Corp.; and Secretary        
                         of funds advised by FMR.                                      
 
</TABLE>
 
(2)  FIDELITY MANAGEMENT & RESEARCH (U.K.) INC. (FMR U.K.)
 FMR U.K. provides investment advisory services to Fidelity Management
& Research Company and Fidelity Management Trust Company.  The
directors and officers of the Sub-Adviser have held the following positions
of a substantial nature during the past two fiscal years.
 
<TABLE>
<CAPTION>
<S>                    <C>                                                                  
Edward C. Johnson 3d   Chairman and Director of FMR U.K.; Chairman of the                   
                       Executive Committee of FMR; Chief Executive Officer of FMR           
                       Corp.; Chairman of the Board and a Director of FMR, FMR              
                       Corp., FMR Texas Inc., and Fidelity Management &                 
                       Research (Far East) Inc.; President and Trustee of funds advised     
                       by FMR.                                                              
 
                                                                                            
 
J. Gary Burkhead       President and Director of FMR U.K.; President of FMR;                
                       Managing Director of FMR Corp.; President and a Director of          
                       FMR Texas Inc. and Fidelity Management & Research (Far           
                       East) Inc.; Senior Vice President and Trustee of funds advised       
                       by FMR.                                                              
 
                                                                                            
 
Richard C. Habermann   Senior Vice President of FMR U.K.; Senior Vice President of          
                       Fidelity Management & Research (Far East) Inc.; Director         
                       of Worldwide Research of FMR.                                        
 
                                                                                            
 
Charles F. Dornbush    Treasurer of FMR U.K.; Treasurer of Fidelity Management              
                       & Research (Far East) Inc.; Treasurer of FMR Texas Inc.,         
                       Senior Vice President and Chief Financial Officer of the Fidelity    
                       funds.                                                               
 
                                                                                            
 
David Weinstein        Clerk of FMR U.K.; Clerk of Fidelity Management &                
                       Research (Far East) Inc.; Secretary of FMR Texas Inc.                
 
</TABLE>
 
(3)  FIDELITY MANAGEMENT & RESEARCH (FAR EAST) INC. (FMR Far East)
 FMR Far East provides investment advisory services to Fidelity Management
& Research Company and Fidelity Management Trust Company.  The
directors and officers of the Sub-Adviser have held the following positions
of a substantial nature during the past two fiscal years.
 
<TABLE>
<CAPTION>
<S>                    <C>                                                       
Edward C. Johnson 3d   Chairman and Director of FMR Far East; Chairman of the    
                       Executive Committee of FMR; Chief Executive Officer of    
                       FMR Corp.; Chairman of the Board and a Director of        
                       FMR, FMR Corp., FMR Texas Inc. and Fidelity               
                       Management & Research (U.K.) Inc.; President and      
                       Trustee of funds advised by FMR.                          
 
                                                                                 
 
J. Gary Burkhead       President and Director of FMR Far East; President of      
                       FMR; Managing Director of FMR Corp.; President and a      
                       Director of FMR Texas Inc. and Fidelity Management        
                       & Research (U.K.) Inc.; Senior Vice President and     
                       Trustee of funds advised by FMR.                          
 
                                                                                 
 
Richard C. Habermann   Senior Vice President of FMR Far East; Senior Vice        
                       President of Fidelity Management & Research           
                       (U.K.) Inc.; Director of Worldwide Research of FMR.       
 
                                                                                 
 
William R. Ebsworth    Vice President of FMR Far East.                           
 
                                                                                 
 
Bill Wilder            Vice President of FMR Far East (1993).                    
 
                                                                                 
 
Charles F. Dornbush    Treasurer of FMR Far East; Treasurer of Fidelity          
                       Management & Research (U.K.) Inc.; Treasurer of       
                       FMR Texas Inc.; Senior Vice President and Chief           
                       Financial Officer of the Fidelity funds.                  
 
                                                                                 
 
David C. Weinstein     Clerk of FMR Far East; Clerk of Fidelity Management       
                       & Research (U.K.) Inc.; Secretary of FMR Texas        
                       Inc.                                                      
 
</TABLE>
 
Item 29. Principal Underwriters
(a) Fidelity Distributors Corporation (FDC) acts as distributor for most
funds advised by FMR and the following other funds:
CrestFunds, Inc.
The Victory Funds
ARK Funds
(b)                                                                  
 
Name and Principal   Positions and Offices   Positions and Offices   
 
Business Address*    With Underwriter        With Registrant         
 
Edward C. Johnson 3d   Director                   Trustee and President   
 
Nita B. Kincaid        Director                   None                    
 
W. Humphrey Bogart     Director                   None                    
 
Kurt A. Lange          President and Treasurer    None                    
 
William L. Adair       Senior Vice President      None                    
 
Thomas W. Littauer     Senior Vice President      None                    
 
Arthur S. Loring       Vice President and Clerk   Secretary               
 
* 82 Devonshire Street, Boston, MA
 (c) Not applicable.
Item 30. Location of Accounts and Records
 All accounts, books, and other documents required to be maintained by
Section 31a of the 1940 Act and the Rules promulgated thereunder are
maintained by Fidelity Management & Research Company or Fidelity
Service Co., 82 Devonshire Street, Boston, MA 02109, or the funds'
custodians, The Bank of New York, 110 Washington Street, New York, N.Y.,
and United Missouri Bank, N.A., 1010 Grand Avenue, Kansas City, MO.
Item 31. Management Services
 Not applicable.
Item 32. Undertakings
 
The Registrant undertakes for Spartan Bond Strategist: (1) to call a
meeting of shareholders for the purpose of voting upon the question of
removal of a trustee or trustees, when requested to do so by record holders
of not less than 10% of its outstanding shares; and (2) to assist in
communications with other shareholders pursuant to Section 16(c)(1) and
(2), whenever shareholders meeting the qualifications set forth in Section
16(c) seek the opportunity to communicate with other shareholders with a
view toward requesting a meeting.
 
The Registrant on behalf of Fidelity Limited Term Municipals and Spartan
Bond Strategist undertakes, provided the information required by Item 5a is
contained in the annual report, to furnish each person to whom a prospectus
has been delivered, upon their request and without charge, a copy of the
Registrant's latest annual report to shareholders.
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. 43 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Boston, and Commonwealth of Massachusetts, on the 16th day
of February 1994.
      FIDELITY SCHOOL STREET TRUST
      By /s/Edward C. Johnson 3d (dagger)
        Edward C. Johnson 3d, President
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.
     (Signature)    (Title)   (Date)   
 
 
<TABLE>
<CAPTION>
<S>                               <C>                             <C>                  
/s/Edward C. Johnson 3d(dagger)   President and Trustee           February 16, 1994    
 
    Edward C. Johnson 3d          (Principal Executive Officer)                        
 
                                                                                       
 
</TABLE>
 
/s/Gary L. French      Treasurer   February 16, 1994   
 
    Gary L. French               
 
/s/J. Gary Burkhead    Trustee   February 16, 1994   
 
    J. Gary Burkhead               
 
                                                               
/s/Ralph F. Cox              *   Trustee   February 16, 1994   
 
   Ralph F. Cox               
 
                                                           
/s/Phyllis Burke Davis   *   Trustee   February 16, 1994   
 
    Phyllis Burke Davis               
 
                                                              
/s/Richard J. Flynn         *   Trustee   February 16, 1994   
 
    Richard J. Flynn               
 
                                                              
/s/E. Bradley Jones         *   Trustee   February 16, 1994   
 
    E. Bradley Jones               
 
                                                                
/s/Donald J. Kirk             *   Trustee   February 16, 1994   
 
    Donald J. Kirk               
 
                                                                
/s/Peter S. Lynch             *   Trustee   February 16, 1994   
 
    Peter S. Lynch               
 
                                                           
/s/Edward H. Malone      *   Trustee   February 16, 1994   
 
   Edward H. Malone                
 
/s/Gerald C. McDonough*   Trustee   February 16, 1994   
 
    Gerald C. McDonough               
 
/s/Thomas R. Williams    *   Trustee   February 16, 1994   
 
   Thomas R. Williams               
 
(dagger) Signatures affixed by J. Gary Burkhead pursuant to a power of
attorney dated October 20, 1993 and filed herewith.
* Signature affixed by Robert C. Hacker pursuant to a power of attorney
dated October 20, 1993 and filed herewith.
POWER OF ATTORNEY
 We, the undersigned Directors, Trustees or General Partners, as the case
may be, of the following investment companies:
 
<TABLE>
<CAPTION>
<S>                                   <C>                                               
Fidelity Advisor Series I             Fidelity Institutional Trust                      
Fidelity Advisor Series II            Fidelity Investment Trust                         
Fidelity Advisor Series III           Fidelity Magellan Fund                            
Fidelity Advisor Series IV            Fidelity Massachusetts Municipal Trust            
Fidelity Advisor Series V             Fidelity Money Market Trust                       
Fidelity Advisor Series VI            Fidelity Mt. Vernon Street Trust                  
Fidelity Advisor Series VII           Fidelity Municipal Trust                          
Fidelity Advisor Series VIII          Fidelity New York Municipal Trust                 
Fidelity California Municipal Trust   Fidelity Puritan Trust                            
Fidelity Capital Trust                Fidelity School Street Trust                      
Fidelity Charles Street Trust         Fidelity Securities Fund                          
Fidelity Commonwealth Trust           Fidelity Select Portfolios                        
Fidelity Congress Street Fund         Fidelity Sterling Performance Portfolio, L.P.     
Fidelity Contrafund                   Fidelity Summer Street Trust                      
Fidelity Corporate Trust              Fidelity Trend Fund                               
Fidelity Court Street Trust           Fidelity U.S. Investments-Bond Fund, L.P.         
Fidelity Destiny Portfolios           Fidelity U.S. Investments-Government Securities   
Fidelity Deutsche Mark Performance       Fund, L.P.                                     
  Portfolio, L.P.                     Fidelity Union Street Trust                       
Fidelity Devonshire Trust             Fidelity Yen Performance Portfolio, L.P.          
Fidelity Exchange Fund                Spartan U.S. Treasury Money Market                
Fidelity Financial Trust                 Fund                                           
Fidelity Fixed-Income Trust           Variable Insurance Products Fund                  
Fidelity Government Securities Fund   Variable Insurance Products Fund II               
Fidelity Hastings Street Trust                                                          
Fidelity Income Fund                                                                    
 
</TABLE>
 
plus any other investment company for which Fidelity Management &
Research Company acts as investment adviser and for which the undersigned
individuals serve as Board Members (collectively, the "Funds"), hereby
severally constitute and appoint Arthur J. Brown, Arthur C. Delibert,
Robert C. Hacker, Richard M. Phillips, Dana L. Platt and Stephanie A.
Xupolos, each of them singly, our true and lawful attorneys-in-fact, with
full power of substitution, and with full power to each of them, to sign
for us and in our names in the appropriate capacities, all Pre-Effective
Amendments to any Registration Statements of the Funds, any and all
subsequent Post-Effective Amendments to said Registration Statements, any
Registration Statements on Form N-14, and any supplements or other
instruments in connection therewith, and generally to do all such things in
our names and behalf in connection therewith as said attorneys-in-fact deem
necessary or appropriate, to comply with the provisions of the Securities
Act of 1933 and Investment Company Act of 1940, and all related
requirements of the Securities and Exchange Commission, hereby ratifying
and confirming all that said attorneys-in-fact or their substitutes may do
or cause to be done by virtue hereof.
 WITNESS our hands on this twentieth day of October, 1993.
                                                   
 
/s/Edward C. Johnson 3d   /s/Peter S. Lynch        
 
Edward C. Johnson 3d      Peter S. Lynch           
 
                                                   
 
                                                   
 
/s/J. Gary Burkhead       /s/Edward H. Malone      
 
J. Gary Burkhead          Edward H. Malone         
 
                                                   
 
                                                   
 
/s/Richard J. Flynn       /s/Gerald C. McDonough   
 
Richard J. Flynn          Gerald C. McDonough      
 
                                                   
 
                                                   
 
/s/E. Bradley Jones       /s/Thomas R. Williams    
 
E. Bradley Jones          Thomas R. Williams       
 
                                                   
 
                                                   
 
/s/Donald J. Kirk                                  
 
Donald J. Kirk                                     
 
POWER OF ATTORNEY
 I, the undersigned President and Director, Trustee or General Partner, as
the case may be, of the following investment companies:
 
<TABLE>
<CAPTION>
<S>                                   <C>                                               
Fidelity Advisor Series I             Fidelity Institutional Trust                      
Fidelity Advisor Series II            Fidelity Investment Trust                         
Fidelity Advisor Series III           Fidelity Magellan Fund                            
Fidelity Advisor Series IV            Fidelity Massachusetts Municipal Trust            
Fidelity Advisor Series V             Fidelity Money Market Trust                       
Fidelity Advisor Series VI            Fidelity Mt. Vernon Street Trust                  
Fidelity Advisor Series VII           Fidelity Municipal Trust                          
Fidelity Advisor Series VIII          Fidelity New York Municipal Trust                 
Fidelity California Municipal Trust   Fidelity Puritan Trust                            
Fidelity Capital Trust                Fidelity School Street Trust                      
Fidelity Charles Street Trust         Fidelity Securities Fund                          
Fidelity Commonwealth Trust           Fidelity Select Portfolios                        
Fidelity Congress Street Fund         Fidelity Sterling Performance Portfolio, L.P.     
Fidelity Contrafund                   Fidelity Summer Street Trust                      
Fidelity Corporate Trust              Fidelity Trend Fund                               
Fidelity Court Street Trust           Fidelity U.S. Investments-Bond Fund, L.P.         
Fidelity Destiny Portfolios           Fidelity U.S. Investments-Government Securities   
Fidelity Deutsche Mark Performance       Fund, L.P.                                     
  Portfolio, L.P.                     Fidelity Union Street Trust                       
Fidelity Devonshire Trust             Fidelity Yen Performance Portfolio, L.P.          
Fidelity Exchange Fund                Spartan U.S. Treasury Money Market                
Fidelity Financial Trust                 Fund                                           
Fidelity Fixed-Income Trust           Variable Insurance Products Fund                  
Fidelity Government Securities Fund   Variable Insurance Products Fund II               
Fidelity Hastings Street Trust                                                          
Fidelity Income Fund                                                                    
 
</TABLE>
 
plus any other investment company for which Fidelity Management &
Research Company acts as investment adviser and for which the undersigned
individual serves as President and Board Member (collectively, the
"Funds"), hereby severally constitute and appoint J. Gary Burkhead, my true
and lawful attorney-in-fact, with full power of substitution, and with full
power to sign for me and in my name in the appropriate capacity, all
Pre-Effective Amendments to any Registration Statements of the Funds, any
and all subsequent Post-Effective Amendments to said Registration
Statements, any Registration Statements on Form N-14, and any supplements
or other instruments in connection therewith, and generally to do all such
things in my name and behalf in connection therewith as said
attorney-in-fact deem necessary or appropriate, to comply with the
provisions of the Securities Act of 1933 and Investment Company Act of
1940, and all related requirements of the Securities and Exchange
Commission.  I hereby ratify and confirm all that said attorneys-in-fact or
their substitutes may do or cause to be done by virtue hereof.
 WITNESS my hand on the date set forth below.
/s/Edward C. Johnson 3d   October 20, 1993   
 
Edward C. Johnson 3d                         
 
 
 POWER OF ATTORNEY
 I, the undersigned Treasurer and principal financial and accounting
officer of the following investment companies:
 
<TABLE>
<CAPTION>
<S>                                   <C>                                               
Fidelity Advisor Series I             Fidelity Institutional Trust                      
Fidelity Advisor Series II            Fidelity Investment Trust                         
Fidelity Advisor Series III           Fidelity Magellan Fund                            
Fidelity Advisor Series IV            Fidelity Massachusetts Municipal Trust            
Fidelity Advisor Series V             Fidelity Money Market Trust                       
Fidelity Advisor Series VI            Fidelity Mt. Vernon Street Trust                  
Fidelity Advisor Series VII           Fidelity Municipal Trust                          
Fidelity Advisor Series VIII          Fidelity New York Municipal Trust                 
Fidelity California Municipal Trust   Fidelity Puritan Trust                            
Fidelity Capital Trust                Fidelity School Street Trust                      
Fidelity Charles Street Trust         Fidelity Securities Fund                          
Fidelity Commonwealth Trust           Fidelity Select Portfolios                        
Fidelity Congress Street Fund         Fidelity Sterling Performance Portfolio, L.P.     
Fidelity Contrafund                   Fidelity Summer Street Trust                      
Fidelity Corporate Trust              Fidelity Trend Fund                               
Fidelity Court Street Trust           Fidelity U.S. Investments-Bond Fund, L.P.         
Fidelity Destiny Portfolios           Fidelity U.S. Investments-Government Securities   
Fidelity Deutsche Mark Performance       Fund, L.P.                                     
  Portfolio, L.P.                     Fidelity Union Street Trust                       
Fidelity Devonshire Trust             Fidelity Yen Performance Portfolio, L.P.          
Fidelity Exchange Fund                Spartan U.S. Treasury Money Market                
Fidelity Financial Trust                 Fund                                           
Fidelity Fixed-Income Trust           Variable Insurance Products Fund                  
Fidelity Government Securities Fund   Variable Insurance Products Fund II               
Fidelity Hastings Street Trust                                                          
Fidelity Income Fund                                                                    
 
</TABLE>
 
plus any other investment company for which Fidelity Management &
Research Company acts as investment adviser and for which the undersigned
individual serves as Treasurer and principal financial and accounting
officer (collectively, the "Funds"), hereby constitute and appoint John H.
Costello, my true and lawful attorney-in-fact, with full power of
substitution, and with full power to him to sign for me and in my name, in
the appropriate capacity, all Pre-Effective Amendments to any Registration
Statements of the Funds, any and all subsequent Post-Effective Amendments
to said Registration Statements, any Registration Statements on Form N-14,
and any supplements or other instruments in connection therewith, and
generally to do all such things in my name and behalf in connection
therewith as said attorney-in-fact deems necessary or appropriate, to
comply with the provisions of the Securities Act of 1933 and the Investment
Company Act of 1940, and all related requirements of the Securities and
Exchange Commission.  I hereby ratify and confirm all that said
attorney-in-fact or his substitutes may do or cause to be done by virtue
hereof.
 WITNESS my hand on the date set forth below.
/s/Gary L. French   October 20, 1993   
 
Gary L. French                         
 
 
POWER OF ATTORNEY
 I, the undersigned Director, Trustee or General Partner, as the case may
be, of the following investment companies:
 
<TABLE>
<CAPTION>
<S>                                   <C>                                                
Fidelity Advisor Series I             Fidelity Magellan Fund                             
Fidelity Advisor Series III           Fidelity Massachusetts Municipal Trust             
Fidelity Advisor Series IV            Fidelity Money Market Trust                        
Fidelity Advisor Series VI            Fidelity Mt. Vernon Street Trust                   
Fidelity Advisor Series VIII          Fidelity New York Municipal Trust                  
Fidelity California Municipal Trust   Fidelity Puritan Trust                             
Fidelity Capital Trust                Fidelity School Street Trust                       
Fidelity Charles Street Trust         Fidelity Select Portfolios                         
Fidelity Commonwealth Trust           Fidelity Sterling Performance Portfolio, L.P.      
Fidelity Congress Street Fund         Fidelity Summer Street Trust                       
Fidelity Contrafund                   Fidelity Trend Fund                                
Fidelity Deutsche Mark Performance    Fidelity Union Street Trust                        
  Portfolio, L.P.                     Fidelity U.S. Investments-Bond Fund, L.P.          
Fidelity Devonshire Trust             Fidelity U.S. Investments-Government Securities    
Fidelity Financial Trust                 Fund, L.P.                                      
Fidelity Fixed-Income Trust           Fidelity Yen Performance Portfolio, L.P.           
Fidelity Government Securities Fund   Spartan U.S. Treasury Money Market                 
Fidelity Hastings Street Trust          Fund                                             
Fidelity Income Fund                  Variable Insurance Products Fund                   
Fidelity Institutional Trust          Variable Insurance Products Fund II                
Fidelity Investment Trust                                                                
 
</TABLE>
 
plus any other investment company for which Fidelity Management &
Research Company acts as investment adviser and for which the undersigned
individual serves as a Board Member (collectively, the "Funds"), hereby
severally constitute and appoint Arthur J. Brown, Arthur C. Delibert,
Robert C. Hacker, Richard M. Phillips, Dana L. Platt and Stephanie A.
Xupolos, each of them singly, my true and lawful attorneys-in-fact, with
full power of substitution, and with full power to each of them, to sign
for me and in my name in the appropriate capacity, all Pre-Effective
Amendments to any Registration Statements of the Funds, any and all
subsequent Post-Effective Amendments to said Registration Statements, any
Registration Statements on Form N-14, and any supplements or other
instruments in connection therewith, and generally to do all such things in
my name and behalf in connection therewith as said attorneys-in-fact deem
necessary or appropriate, to comply with the provisions of the Securities
Act of 1933 and Investment Company Act of 1940, and all related
requirements of the Securities and Exchange Commission, hereby ratifying
and confirming all that said attorneys-in-fact or their substitutes may do
or cause to be done by virtue hereof.
 WITNESS my hand on the date set forth below.
/s/Ralph F. Cox   October 20, 1993   
 
Ralph F. Cox                         
 
 
POWER OF ATTORNEY
 I, the undersigned Director, Trustee or General Partner, as the case may
be, of the following investment companies:
 
<TABLE>
<CAPTION>
<S>                                   <C>                                                
Fidelity Advisor Series I             Fidelity Investment Trust                          
Fidelity Advisor Series III           Fidelity Special Situations Fund                   
Fidelity Advisor Series IV            Fidelity Sterling Performance Portfolio, L.P.      
Fidelity Advisor Series VI            Fidelity Trend Fund                                
Fidelity Advisor Series VII           Fidelity U.S. Investments-Bond Fund, L.P.          
Fidelity Advisor Series VIII          Fidelity U.S. Investments-Government Securities    
Fidelity Contrafund                      Fund, L.P.                                      
Fidelity Deutsche Mark Performance    Fidelity Yen Performance Portfolio, L.P.           
  Portfolio, L.P.                     Spartan U.S. Treasury Money Market                 
Fidelity Fixed-Income Trust             Fund                                             
Fidelity Government Securities Fund   Variable Insurance Products Fund                   
Fidelity Hastings Street Trust        Variable Insurance Products Fund II                
Fidelity Institutional Trust                                                             
 
</TABLE>
 
plus any other investment company for which Fidelity Management &
Research Company acts as investment adviser and for which the undersigned
individual serves as a Board Member (collectively, the "Funds"), hereby
severally constitute and appoint Arthur J. Brown, Arthur C. Delibert,
Robert C. Hacker, Richard M. Phillips, Dana L. Platt and Stephanie A.
Xupolos, each of them singly, my true and lawful attorneys-in-fact, with
full power of substitution, and with full power to each of them, to sign
for me and in my name in the appropriate capacity, all Pre-Effective
Amendments to any Registration Statements of the Funds, any and all
subsequent Post-Effective Amendments to said Registration Statements, any
Registration Statements on Form N-14, and any supplements or other
instruments in connection therewith, and generally to do all such things in
my name and behalf in connection therewith as said attorneys-in-fact deem
necessary or appropriate, to comply with the provisions of the Securities
Act of 1933 and Investment Company Act of 1940, and all related
requirements of the Securities and Exchange Commission, hereby ratifying
and confirming all that said attorneys-in-fact or their substitutes may do
or cause to be done by virtue hereof.
 WITNESS my hand on the date set forth below.
/s/Marvin L. Mann   October 20, 1993   
 
Marvin L. Mann                         
 
POWER OF ATTORNEY
 I, the undersigned Director, Trustee or General Partner, as the case may
be, of the following investment companies:
 
<TABLE>
<CAPTION>
<S>                                   <C>                                                
Fidelity Advisor Series I             Fidelity Investment Trust                          
Fidelity Advisor Series III           Fidelity Mt. Vernon Street Trust                   
Fidelity Advisor Series IV            Fidelity School Street Trust                       
Fidelity Advisor Series VI            Fidelity Select Portfolios                         
Fidelity Advisor Series VIII          Fidelity Sterling Performance Portfolio, L.P.      
Fidelity Beacon Street Trust          Fidelity Trend Fund                                
Fidelity Capital Trust                Fidelity Union Street Trust                        
Fidelity Commonwealth Trust           Fidelity U.S. Investments-Bond Fund, L.P.          
Fidelity Contrafund                   Fidelity U.S. Investments-Government Securities    
Fidelity Deutsche Mark Performance       Fund, L.P.                                      
  Portfolio, L.P.                     Fidelity Yen Performance Portfolio, L.P.           
Fidelity Devonshire Trust             Spartan U.S. Treasury Money Market                 
Fidelity Financial Trust                Fund                                             
Fidelity Fixed-Income Trust           Variable Insurance Products Fund                   
Fidelity Government Securities Fund   Variable Insurance Products Fund II                
Fidelity Hastings Street Trust                                                           
Fidelity Institutional Trust                                                             
 
</TABLE>
 
plus any other investment company for which Fidelity Management &
Research Company acts as investment adviser and for which the undersigned
individual serves as a Board Member (collectively, the "Funds"), hereby
severally constitute and appoint Arthur J. Brown, Arthur C. Delibert,
Robert C. Hacker, Richard M. Phillips, Dana L. Platt and Stephanie A.
Xupolos, each of them singly, my true and lawful attorneys-in-fact, with
full power of substitution, and with full power to each of them, to sign
for me and in my name in the appropriate capacity, all Pre-Effective
Amendments to any Registration Statements of the Funds, any and all
subsequent Post-Effective Amendments to said Registration Statements, any
Registration Statements on Form N-14, and any supplements or other
instruments in connection therewith, and generally to do all such things in
my name and behalf in connection therewith as said attorneys-in-fact deem
necessary or appropriate, to comply with the provisions of the Securities
Act of 1933 and Investment Company Act of 1940, and all related
requirements of the Securities and Exchange Commission, hereby ratifying
and confirming all that said attorneys-in-fact or their substitutes may do
or cause to be done by virtue hereof.
 WITNESS my hand on the date set forth below.
/s/Phyllis Burke Davis   October 20, 1993   
 
Phyllis Burke Davis                         
 
 

 
 
 
(2_FIDELITY_LOGOS)                            EXHIBIT 24(A)(1)
 
SPARTAN(Registered trademark)    
BOND STRATEGIST ( Registered trade mark)
 
ANNUAL REPORT
DECEMBER 31, 1993 
CONTENTS
 
 
PRESIDENT'S MESSAGE      3    Ned Johnson on minimizing taxes.         
 
PERFORMANCE              4    How the fund has done over time.         
 
FUND TALK                5    The manager's review of fund             
                              performance, strategy, and outlook.      
 
INVESTMENT SUMMARY       8    A summary of the fund's                  
                              investments at the end of the period.    
 
INVESTMENTS              9    A complete list of the fund's            
                              investments with their market value.     
 
FINANCIAL STATEMENTS     14   Statements of assets and liabilities,    
                              operations, and changes in net           
                              assets, as well as financial             
                              highlights.                              
 
NOTES                    18   Footnotes to the financial               
                              statements.                              
 
REPORT OF INDEPENDENT    20   The auditor's opinion.                   
ACCOUNTANTS                                                            
 
 
THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE SUBMITTED FOR
THE GENERAL 
INFORMATION OF THE SHAREHOLDERS OF THE FUND. THIS REPORT IS NOT AUTHORIZED
FOR 
DISTRIBUTION TO PROSPECTIVE INVESTORS IN THE FUND UNLESS PRECEDED OR
ACCOMPANIED BY 
AN EFFECTIVE PROSPECTUS. NEITHER THE FUND NOR FIDELITY DISTRIBUTORS
CORPORATION IS A 
BANK, AND FUND SHARES ARE NOT BACKED OR GUARANTEED BY ANY BANK OR INSURED
BY THE 
FDIC.
 
 
PRESIDENT'S MESSAGE
 
 
 
DEAR SHAREHOLDER:
Once the new year begins, many people start reviewing their finances and
calculating their tax bills. No one wants to pay more taxes than they have
to. But a recent survey of 500 U.S. households, conducted by Fidelity and
Yankelovich Partners, showed that few people have taken steps to reduce
their taxes under the new legislation. Many were not even aware that the
new tax laws were retroactive to January 1993. 
Whether or not you're someone whose tax bill will increase as a result of
these changes, it may make sense to consider ways to keep more of what you
earn.
First, if your employer offers a 401(k) or 403(b) retirement savings plan,
consider enrolling. These plans are set up so you can make regular
contributions - 
before taxes - to a retirement savings plan. They offer a disciplined
savings strategy, the ability to accumulate earnings tax-deferred, and
immediate tax savings. For example, if you earn $40,000 a year and
contribute 7% of your salary to your 401(k) plan, your annual contribution
is $2,800. That reduces your taxable income to $37,200 and, if you're in
the 
28% tax bracket, saves you $784 in federal taxes. In addition, you pay no
taxes on any earnings until withdrawal. 
It may be a good idea to contact your benefits office as soon as possible
to find out when you can enroll or increase your contribution. Most
employers allow employees to make changes only a few times each year. 
Second, consider an IRA. Many people are eligible to make an IRA
contribution (up to $2,000) that is fully tax deductible. That includes
people who are not covered by company pension plans, or those within
certain income brackets. Even if you don't qualify for a fully deductible
contribution, any IRA earnings will grow tax-deferred until withdrawal. 
Third, consider adding to your tax-free investments, either municipal bonds
or funds that invest in municipal bonds. Often these can provide higher
after-tax yields than comparable taxable investments. For example, if
you're in the new 36% federal income tax bracket and invest $10,000 in a
taxable investment yielding 7%, you'll pay $252 in federal taxes and
receive $448 in income. That same $10,000 invested in a tax-free bond fund
yielding 5.5% would allow you to keep $550 in income. 
These are three investment strategies that could help lower your tax bill
in 1994. If you're interested in learning more, please call us at
1-800-544-8888 or visit a Fidelity Investor Center. 
Wishing you a prosperous new year,
Edward C. Johnson 3d, Chairman
PERFORMANCE: THE BOTTOM LINE
 
 
There are several ways to evaluate a fund's historical performance. You can
look at the total percentage change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. Total return
figures include changes in a fund's share price and reinvestment of any
dividends (or income), and the effect of the $5 account closeout-fee. You
can also look at the fund's income.
 
CUMULATIVE TOTAL RETURNS
 PERIOD ENDED DECEMBER 31, 1993 LIFE OF 
  FUND 
 Spartan Bond Strategist 1.22%
 Spartan Bond Strategist -
  After Taxes 1.18%
 Consumer Price Index 0.69%
CUMULATIVE TOTAL RETURNS reflect the fund's performance over a set period -
in this case, since the fund began on September 9, 1993. For example, if
you invested $1,000 in a fund that had a 5% return over the past year, you
would end up with $1,050. The after-tax total return shown above reflects
what you would have after paying taxes if you closed your account at the
end of the year and paid taxes on income and capital gains (at the 36%
federal tax bracket) out of the proceeds. Comparing the fund's performance
to the consumer price index helps show how your investment did compared to
inflation. (The CPI figure is as of the month end nearest to the fund's
start.)
AVERAGE ANNUAL RETURNS and the growth of a hypothetical $10,000 
INVESTMENT in the fund will appear in future reports once the fund is
older. 
 
INCOME
1993        TOTAL   PERCENT    
                    TAX-FREE   
 
September   $.025   79.27%     
 
October     $.035   88.37%     
 
November    $.036   82.55%     
 
December    $.044   66.41%     
 
The amounts shown above reflect the total income distributed for each fund
share and the percentage that was federally tax-free.
 
YIELD
 PERIOD ENDED DECEMBER 31, 1993 
 30-day annualized yield 4.74%
 Tax-equivalent yield 6.89%
The 30-day annualized yield is a standard formula for all funds based on
the yields of the bonds in the fund, averaged over the past 30 days. It
helps you compare funds from different companies on an equal basis. The
tax-equivalent yield shows what you would have to earn on a taxable
investment to equal the fund's yield, if you're in the 36% federal tax
bracket.
UNDERSTANDING
PERFORMANCE
How a fund did yesterday is 
no guarantee of how it will do 
tomorrow. Bond prices, for 
example, move in the 
opposite direction of interest 
rates. In turn, the share price, 
return, and yield of a fund 
that invests in bonds will vary. 
That means if you sell your 
shares during a market 
downturn, you might lose 
money. But if you can ride out 
the market's ups and downs, 
you may have a gain.
(checkmark)
 
FUND TALK: THE MANAGER'S OVERVIEW
 
 
 
MARKET RECAP
Generally, interest rates fell in the 
United States during the 12 
months ended December 31, 
1993. As a result, bond prices rose 
and most fixed-income 
investments - including those in 
tax-free bonds - enjoyed 
attractive returns. The yield on the 
benchmark 30-year Treasury bond 
declined steadily and reached an 
historic low of 5.79% in mid-
October. By year-end, mild inflation 
fears, fueled by a strengthening 
economy, had pushed up the yield 
on the 30-year bond to 6.35%. Two 
factors affected municipal bonds 
specifically: on the positive side, 
higher federal taxes - discussed 
all year and approved in August - 
boosted demand. At the same 
time, record new issuance kept 
supplies high, which somewhat 
dampened prices. Overall during 
the period, tax-free bonds 
performed well compared to other 
fixed-income investments. The 
Lehman Brothers Municipal Bond 
Index - a broad measure of the 
tax-free market - rose 12.29%. By 
comparison, the Lehman Brothers 
Aggregate Bond Index - which 
tracks investment-grade taxable 
bonds - rose only 9.75%, due in 
part to poor performance by 
mortgage-backed securities. 
Globally, falling interest rates and 
low inflation drove strong returns in 
both developed countries and, 
more notably, in emerging markets. 
The Salomon Brothers World 
Government Bond Index - which 
includes U.S. issues - rose 
13.27% for the year. The J.P. 
Morgan Emerging Markets Bond 
Index was up 44.17%.
An interview with George Fischer, Portfolio Manager of Spartan 
Bond Strategist
Q. GEORGE, HOW HAS THE FUND DONE?
A. From September 9, 1993 - the fund's start date - to December 31, the
fund had a total return of 1.22%. That's a 1.18% total return after the
effect of federal income taxes for investors in the 36% federal tax
bracket. Unfortunately, in the fund's first few days the bond market
experienced a substantial sell-off, which immediately set the fund back.
But from September 30  to December 31, the fund's before-tax and after-tax
returns were 1.98% and 1.60% respectively. During the same period, the
Lehman Brothers Aggregate Bond Index - which tracks taxable issues - had a
total return of .06% before taxes. The Lehman Brothers Municipal Bond Index
- - which measures tax-free bond performance - returned 1.41%.
Q. WHAT'S THE PHILOSOPHY BEHIND THE FUND?
A. In the 1980s and early '90s, you could have put money into almost any
sector of the U.S. bond market and gotten good returns. Interest rates were
generally high and on the way down. Now, interest rates are half of what
they were 10 years ago while tax rates have risen. This argues for a fund
that manages not so much for tax-free income, but for after-tax total
return for investors in the higher federal tax brackets. The fund invests
in both taxable and tax-free bonds so shareholders will have the most money
left over after paying taxes. 
Q. SO HOW DO YOU STRUCTURE THE FUND?
A. I take a very broad view of bond investing, looking all over the world
for the best opportunities. But the fund begins here at home and usually
keeps at least a 50% stake in mostly high quality municipal bonds. Munis
have always been a solid vehicle for managing after-tax total return, but
they're by no means the only one. I rely on our analysts to help me find
investment opportunities in a variety of other markets: U.S. Treasuries,
corporate bonds, mortgage securities, and foreign bonds. 
Q. WHAT HAS YOUR SEARCH TURNED UP SO FAR?
A. Over the past four months, the fund's stake in municipal bonds has been
between 75 and 85%. These were typically high quality bonds; 45% were rated
AA or above by Standard & Poor's on December 31. I concentrated on
bonds with 10- to 15-year maturities, which I felt offered the most
attractive yields when weighed against their risk. The fund benefited from
artificially low prices in the municipal bond market because of a record
large supply. I looked for non-callable bonds - which issuers can't redeem
early - because it made sense to buy inexpensive bonds that the fund could
hold onto for a while. 
Q. WHAT ELSE IS IN THE FUND?
A. So far, I've stayed away from Treasuries because of the relative
attractiveness of municipal bonds. I've also bought only a handful of
domestic corporate bonds because I feel their best returns came earlier in
the year. Most of the rest is invested overseas. On December 31, the fund
had a 10.7% stake in dollar-denominated securities - foreign bonds issued
in U.S. dollars - and 6.3% in non-dollar denominated securities. Among the
dollar-denominated bonds, the fund relied heavily on issues from emerging
markets like Mexico and Argentina. Among non-dollar denominated securities,
I invested mainly in government bonds in Europe and Japan. These were the
best performing of the fund's foreign issues. Bond prices in countries like
France and Denmark rose when interest rates fell. In Europe and Japan, the
fund usually hedged its investments, to lower currency risk.
Q. HOW DO YOU SEE THE NEW YEAR SHAPING UP?
A. Much of last year's large supply of municipal bonds was due to
prerefunding, which is popular when interest rates fall. Issuers sell new
lower-interest bonds, invest the proceeds in short-term government
securities, and pay off the old bonds at the earliest opportunity. That
essentially wipes old, higher interest debt off the issuer's balance sheet,
but also pumps more bonds into the market. The issuer can only do it once
on any given bond, though. That's why I think prerefunding will slow
dramatically in '94, and the supply of munis will fall. On the demand side,
tax hikes should keep people looking for tax-free investments. A lower
supply and constant demand could help the fund by making its bonds more
valuable. I don't see a lot of impact from interest rates moving one way or
another. I plan to keep the fund heavily invested in municipals and use our
analysts to help me find solid bets overseas. Foreign investing may become
more challenging, however, because many of the price gains on European and
Japanese bonds are probably behind us.
FUND FACTS
GOAL: maximum total return 
after federal income taxes by 
investing in both taxable and 
tax-free bonds
START DATE: September 9, 
1993
SIZE: as of December 31, 
1993, over $21 million
MANAGER: George Fischer, 
since September 1993; 
manager, institutional 
municipal income portfolios, 
since May 1991
(checkmark)
GEORGE FISCHER ON MANAGING 
FOR AFTER-TAX TOTAL 
RETURN:
"This strategy means keeping 
an open mind. Municipal bonds 
are an obvious pick because 
their income is free of federal 
taxes. But other types of bonds 
whose income is taxable often 
have attractive enough yields 
to more than offset what the 
tax man takes. I want to find a 
mix of bonds that brings in the 
highest total return, after taxes. 
"
"Managing for after-tax return 
also requires being very careful 
when buying and selling bonds. 
Selling a bond whose price has 
risen could mean the fund will 
realize a taxable capital gain. 
When that happens, I hope to 
be able to offset the tax impact 
with a capital loss somewhere 
else, or with a high-yielding 
bond whose income will help 
cover the cost of taxes on the 
original capital gain."
(bullet)  As of December 31, 81.9% 
of the fund's investments 
provided tax-free income. 
18.1% were taxable.
(bullet)  So far, the fund's 12.5% 
stake in California bonds 
hasn't been affected by the 
recent earthquake. Since it's 
difficult to predict the quake's 
long-term impact, the fund's  
California investments will be 
closely monitored for any 
signs of trouble.
(bullet)  The fund had 64% of its 
investments in bonds rated A 
or above on December 31. 
Another 7.3% was invested in 
BBB-rated bonds.
INVESTMENT SUMMARY
 
 
TOP TEN FIXED-INCOME SECURITIES AS OF DECEMBER 31, 1993 
(BY ISSUER)                                      % OF FUND'S INVESTMENTS   
 
Austin, Texas Utilities System                   6.1%                      
 
Knox County, Tennessee Health & Education    5.7                       
Hospital                                                                   
 
Springfield, Illinois Electric                   5.4                       
 
Fresno, California Sewer                         5.2                       
 
Hawaii County, Hawaii                            5.0                       
 
New York City, New York                          4.8                       
 
Mexican Government                               3.0                       
 
Houston, Texas Water Conveyance System           2.9                       
 
Indiana Health Facilities Financing Authority    2.8                       
Hospital                                                                   
 
Washington Public Power Supply System            2.8                       
 
AVERAGE YEARS TO MATURITY AS OF DECEMBER 31, 1993 
               
 
Years   13.6   
 
AVERAGE YEARS TO MATURITY SHOWS THE AVERAGE TIME UNTIL THE PRINCIPAL ON THE
FUND'S BONDS IS EXPECTED TO BE REPAID, WEIGHTED BY DOLLAR AMOUNT.
DURATION AS OF DECEMBER 31, 1993 
              
 
Years   8.8   
 
DURATION SHOWS HOW MUCH A BOND'S PRICE FLUCTUATES WITH CHANGES IN INTEREST
RATES. IF RATES RISE 1%, FOR EXAMPLE, A BOND WITH A FIVE-YEAR DURATION WILL
LOSE ABOUT 5% OF ITS VALUE.
ASSET ALLOCATION AS OF DECEMBER 31, 1993 
 
Municipal Securities 81.9%
Foreign taxable bonds - 
dollar-denominated 10.7%
Foreign taxable bonds - 
non-dollar denominated 6.3%
Short-term investments 1.1%
Row: 1, Col: 1, Value: 1.1
Row: 1, Col: 2, Value: 6.3
Row: 1, Col: 3, Value: 10.7
Row: 1, Col: 4, Value: 21.9
Row: 1, Col: 5, Value: 30.0
Row: 1, Col: 6, Value: 30.0
   
INVESTMENTS DECEMBER 31, 1993
 
Showing Percentage of Total Value of Investment in Securities
 
 
MUNICIPAL BONDS - 74.3%
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
CALIFORNIA - 12.5%
California Pub. Wks. Board Lease Rev.:
 Rfdg. (Dept. of Corrections) 5%, 12/1/07  A1 $ 500,000 $ 496,250  13068GSX
 (California Univ. Proj.) Series A, 
 5.50% 6/1/10  A1  500,000  512,500  13068GRE
Fresno Swr. Rev. Series A-1, 6% 9/1/09, 
(AMBAC Insured)  Aaa  1,000,000  1,095,000  358229CE
San Jose Redev. Agcy. Tax Allocation 
(Merged Area Redev. Proj.) 6% 8/1/08, 
(MBIA Insured)  Aaa  500,000  541,250  798147KR
  2,645,000
CONNECTICUT - 2.4%
Connecticut Health & Ed. Facs. Auth. Rev. Rfdg.
(Quinnipiac Coll.) Series D, 6% 7/1/13  BBB-  500,000  510,625  207742F3
HAWAII - 7.7%
Hawaii County Rfdg. & Impt. Series A, 
5.60% 5/1/13, (FGIC Insured)  Aaa  1,000,000  1,063,750  419722QD
Hawaii Gen. Oblig. Series CH, 6% 11/1/07  Aa  500,000  553,750  419779NR
  1,617,500
ILLINOIS - 5.4%
Springfield Elec. Rev. (Sr. Lien) 6.50% 3/1/08  Aa  1,000,000  1,136,250 
850578NP
INDIANA - 2.8%
Indiana Health Facs. Fing. Auth. Hosp. Rev. Rfdg. 
(Columbus Regional Hosp.) 7% 8/15/15, 
(Cap. Guaranty Insured)  Aaa  500,000  596,875  454797SM
KENTUCKY - 2.1%
Owensboro Elec. Lt. & Pwr. Rev. Rfdg. Series B, 
0% 1/1/08, (AMBAC Insured)  Aaa  925,000  446,313  691021JG
MARYLAND - 2.4%
Maryland Health & Higher Ed. Facs. Auth. Rev. 
(Frederick Mem. Hosp.) 5.20% 7/1/08, 
(FGIC Insured)  Aaa  500,000  507,500  574216KG
MONTANA - 2.4%
Montana Higher Ed. Student Assistance Corp. 
Student Loan Rev. Sr. Series A, 5 1/4% 
12/1/02 (f)  Aaa  500,000  515,625  612130DN
NEW YORK - 9.6%
New York City Rfdg. Series D, 5.70% 8/15/06  Baa1  1,000,000  1,012,500 
649653MT
New York State Dorm. Auth. Rev. (Consolidated City 
 Univ. Sys.):
  2nd Gen. Series A, 5.75% 7/1/09  Baa1  500,000  513,125  649834HQ
  Series A, 5.75% 7/1/13  Baa1  500,000  510,625  649834HW
  2,036,250
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
OHIO - 2.5%
Cleveland Wtrwks. Rev. Rfdg. 1st Mtg. Series G, 
5.50% 1/1/13, (MBIA Insured)  Aaa $ 500,000 $ 523,125  186432SF
PENNSYLVANIA - 2.4%
Philadelphia Muni. Auth. Rev. Rfdg. Lease 
Series D, 6% 7/15/03  Ba  500,000  502,500  717904FX
TENNESSEE - 5.7%
Knox County Health & Ed. Hsg. Hosp. Facs. Rev. 
Rfdg. (Ft. Sanders Alliance) Series C, 
7.25% 1/1/09, (MBIA Insured)  Aaa  1,000,000  1,212,500  499523MM
TEXAS - 11.3%
Austin Util. Sys. Rev. Rfdg. (Cap. Appreciation) 
Series A, 0% 11/15/09, (MBIA Insured)  Aaa  3,000,000  1,286,250  0524735N
Houston Wtr. (Conveyance Sys.) 7.20% 
12/15/08, (AMBAC Insured)  Aaa  500,000  605,000  442437EN
South Texas Higher Ed. Auth. Student Loan 
Rev. Rfdg. Series A-1, 5% 12/1/02 (f)  Aaa  500,000  505,000  840555BS
  2,396,250
VIRGINIA - 2.3%
Virginia Beach Dev. Auth. Hosp. Facs. Rev. 
(Virginia Beach Gen. Hosp. Proj.) 
5.125% 2/15/18, (AMBAC Insured)  Aaa  500,000  485,625  927739DH
WASHINGTON - 2.8%
Washington Pub. Pwr. Supply Sys. 
Nuclear Proj. #1 Rev. Rfdg. Series A, 
7% 7/1/08  Aa  500,000  585,625  939827QU
TOTAL MUNICIPAL BONDS
(Cost $15,592,784)   15,717,563
MUNICIPAL NOTES (E) - 7.6% 
  
CONNECTICUT - 1.9%
Connecticut Spl. Assessment Unemployment 
Rev. Series 1993B, 2.95%, LOC Industrial 
Bank of Japan, Mitsubishi Bank Ltd. 
Japan, VRDN  VMIG 1  400,000  400,000  207756AR
FLORIDA - 2.4%
Brevard County Hsg. Fin. Auth. Rev. (Sun Pointe
Bay Apts. Proj.) Series 1993, 3.55%, 
BPA Continental Casualty Co., VRDN  A-1+  500,000  500,000  106904EC
MUNICIPAL NOTES (E) - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
ILLINOIS - 3.3%
Illinois Dev. Fin. Auth. Multi-Family Hsg. Rev. 
Rfdg. (Garden Glen Apts.) Series 93, 
3.55%, VRDN  A-1+ $ 400,000 $ 400,000  451915AQ
Illinois Health Facs. Auth. Rev. (Central Dupage 
Hosp. Assoc. Proj.) Series 1990, 4.50%, 
LOC Industrial Bank of Japan, VRDN  VMIG 1  300,000  300,000  45201HD9
  700,000
TOTAL MUNICIPAL NOTES
(Cost $1,600,000)   1,600,000
NONCONVERTIBLE BONDS - 6.9%
  
CONSTRUCTION & REAL ESTATE - 2.9%
BUILDING MATERIALS - 2.9%
Tolmex SA DE CV 8 3/8%, 11/1/03  Ba2  300,000  315,000  889557AA
Grupo Simec 8 7/8%, 12/15/98 (d)  -  300,000  305,625  889557AA
  620,625
DURABLES - 0.4%
TEXTILES & APPAREL - 0.4%
Alpargatas SA euro 9%, 3/15/98  -  100,000  95,500  0205459A
FINANCE - 2.5%
BANKS - 1.0%
Bancomer SA euro 8%, 7/7/98 (d)  Ba2  200,000  210,000  059682AB
CREDIT AND OTHER FINANCE - 1.5%
Tribasa Toll Road Trust 10 1/2%, 12/1/11 (d)  -  300,000  311,250  889557AA
TOTAL FINANCE   521,250
NONDURABLES - 1.1%
BEVERAGES - 1.1%
Grupo Embotellador de Mexico euro 
10 3/4%, 11/19/97  Ba2  200,000  224,000  40048J9A
TOTAL NONCONVERTIBLE BONDS
(Cost $1,416,130)   1,461,375
FOREIGN GOVERNMENT OBLIGATIONS - 10.1%
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
Argentina Republic BOCON (e): 
3.64%, 4/1/01  - ARP 232,043 $ 184,137  039995AH
 3.1875%, 9/1/02  -  197,260  161,891  039995AM
Bank Negara Malaysia Treasury Bills
0%, 6/22/94  A2 MYR 1,000,000  363,287  249998AV
Denmark Government 7%, 12/15/04  Aa1 DKK 2,150,000  338,468  249998AV
French Government principal strips 4/25/23   Aaa FRF 6,200,000  165,082 
351996BL
Italian Government 11%, 6/1/96 (b)  Aa1 ITL 150,000  92,010  46599BBA
Mexican Government Brady 6 1/4%, 12/31/19  Ba3  750,000  626,250  597998PF
New Zealand Government 10%, 3/15/02  Aa3 NZD 275,000  194,902  6501629D
TOTAL FOREIGN GOVERNMENT OBLIGATIONS
(Cost $2,041,992)   2,126,027
COMMERCIAL PAPER - 1.1%
  
Bridas Energy Corp. 0%, 
6/14/94 (Cost $241,606)  -  250,000  241,750  107995AA
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $20,892,512)  $ 21,146,715
FORWARD FOREIGN CURRENCY CONTRACTS
  SETTLEMENT  UNREALIZED
  DATE VALUE GAIN/(LOSS)
CONTRACTS TO BUY
 38,515,699 JPY  2/2/94 $ 344,761 $ (10,878)
(Payable amount $355,639)
THE VALUE OF CONTRACTS TO BUY AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 1.6%
CONTRACTS TO SELL
 3,610,349 BEF 1/20/94 $ 99,363 $ 1,433
 2,328,268 DKK 2/2/94  341,508  6,315
 843,479 FRF 2/2/94  142,034  6,303
 38,515,699 JPY 2/2/94  344,761  20,122
TOTAL CONTRACTS TO SELL
(Receivable amount $961,839)  $ 927,666 $ 34,173
THE VALUE OF CONTRACTS TO SELL AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 4.4%
SECURITY TYPE ABBREVIATIONS
VRDN - Variable Rate Demand Notes
CURRENCY TYPE ABBREVIATIONS
ARP - Argentinean peso
BEF - Belgian franc
DKK - Danish krone
FRF - French franc
JPY - Japanese yen
ITL - Italian lira
MYR - Malaysian ringgit
NZD - New Zealand dollar
LEGEND
1. Principal amount is stated in United States dollars unless otherwise
noted.
2. Principal amount in thousands.
3. Standard & Poor's Corporation credit ratings are used in the absence
of a rating by Moody's Investors Service, Inc.
4. Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $826,875 or 3.9% of net
assets.
5. The coupon rate shown on floating or adjustable rate securities
represents the rate at period end.
6. Private activity obligations whose interest is subject to the federal
alternative minimum tax for individuals (AMT securities).
OTHER INFORMATION
The composition of long-term debt holdings as a percentage of total value
of investment in securities, is as follows (ratings are unaudited):
 MOODY'S RATINGS S&P RATINGS
Aaa, Aa, A 63.6% AAA, AA, A 63.6%
Baa 9.6% BBB  7.3%
Ba 8.9% BB  4.5%
B 0.0% B  2.4%
Caa 0.0% CCC  0.0%
Ca, C 0.0% CC, C  0.0%
  D  0.0%
The percentage not rated by either S&P or Moody's amounted to 3.6%. 
The distribution of municipal securities by revenue source, as a percentage
of total value of investment in securities, is as follows:
Electric Revenue  16.3%
General Obligation  14.8
Health Care  14.7
Water & Sewer   10.5
Education  9.7
Others (individually less than 10%)  15.9
TOTAL  81.9%
Distribution of investments by country, as a percentage of total value of
investment in securities, is as follows:
United States  81.9%
Mexico  9.4
Argentina  3.2
Malaysia  1.7
Denmark  1.6
Others (individually less than 1%)  2.2
TOTAL  100.0%
INCOME TAX INFORMATION
At December 31, 1993, the aggregate cost of investment securities for
income tax purposes was $20,892,512. Net unrealized appreciation aggregated
$254,203, of which $325,528 related to appreciated investment securities
and $71,325 related to depreciated investment securities. 
At December 31, 1993, the fund had a capital loss carryforward of
approximately $26,000 which will expire on December 31, 2001.
FINANCIAL STATEMENTS
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
<TABLE>
<CAPTION>
<S>                                                         <C>           <C>            
 DECEMBER 31, 1993                                                                       
 
ASSETS                                                      7.            8.             
 
9.Investment in securities, at value (cost $20,892,512)     10.           $ 21,146,715   
(Note 1) - See accompanying schedule                                                     
 
11.Long foreign currency contracts held, at value (cost     12.            344,761       
$355,639) (Note 2)                                                                       
 
13.Short foreign currency contracts (Note 2)                $ (927,666)   14.            
Contracts held, at value                                                                 
 
15. Receivable for contracts held                            961,839       34,173        
 
16.Cash                                                     17.            34,826        
                                                                                         
 
18.Interest receivable                                      19.            263,151       
 
20. TOTAL ASSETS                                            21.            21,823,626    
 
LIABILITIES                                                 22.           23.            
 
24.Payable for foreign currency contracts held (Note 2)      355,639      25.            
 
26.Payable for investments purchased                         363,287      27.            
 
28.Dividends payable                                         13,675       29.            
 
30.Accrued management fee                                    11,485       31.            
 
32. TOTAL LIABILITIES                                       33.            744,086       
 
34.NET ASSETS                                               35.           $ 21,079,540   
 
36.Net Assets consist of:                                   37.           38.            
 
39.Paid in capital                                          40.           $ 21,027,360   
 
41.Distributions in excess of net investment income         42.            (23,787)      
 
43.Accumulated undistributed net realized gain (loss) on    44.            (201,531)     
investments                                                                              
 
45.Net unrealized appreciation (depreciation) on:           46.           47.            
 
48. Investment securities                                   49.            254,203       
 
50. Foreign currency contracts                              51.            23,295        
 
52.NET ASSETS, for 2,112,697 shares outstanding             53.           $ 21,079,540   
 
54.NET ASSET VALUE, offering price and redemption price     55.            $9.98         
per share ($21,079,540 (divided by) 2,112,697 shares)                                    
 
</TABLE>
 
STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
<S>                                                                     <C>          <C>          
 SEPTEMBER 9, 1993 (COMMENCEMENT OF OPERATIONS) TO DECEMBER 31, 1993                              
 
INVESTMENT INCOME                                                       57.          $ 247,675    
56.Interest                                                                                       
 
EXPENSES                                                                58.          59.          
 
60.Management fee (Note 4)                                                                        
                                                                        $ 33,664                  
 
61.Non-interested trustees' compensation                                 16          62.          
 
63. TOTAL EXPENSES                                                      64.           33,680      
 
65.NET INVESTMENT INCOME                                                66.           213,995     
 
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS                      68.          69.          
(NOTES 1, 2 AND 3)                                                                                
67.Net realized gain (loss) on:                                                                   
 
70. Investment securities                                                (201,633)   71.          
 
72. Foreign currency contracts                                           (4,284)      (205,917)   
 
73.Change in net unrealized appreciation (depreciation)                 74.          75.          
on:                                                                                               
 
76. Investment securities                                                254,203     77.          
 
78. Foreign currency contracts                                           23,295       277,498     
 
79.NET GAIN (LOSS)                                                      80.           71,581      
 
81.NET INCREASE (DECREASE) IN NET ASSETS RESULTING                      82.          $ 285,576    
FROM OPERATIONS                                                                                   
 
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
<S>                                                                        <C>                  
                                                                           SEPTEMBER 9, 1993    
                                                                           (COMMENCEMENT        
                                                                           OF OPERATIONS) TO    
                                                                           DECEMBER 31, 1993    
 
INCREASE (DECREASE) IN NET ASSETS                                                               
 
83.Operations                                                              $ 213,995            
Net investment income                                                                           
 
84. Net realized gain (loss) on investments                                 (205,917)           
 
85. Change in net unrealized appreciation (depreciation) on investments     277,498             
 
86. NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS         285,576             
 
87.Distributions to shareholders                                            (213,995)           
From net investment income                                                                      
 
88. In excess of net investment income                                      (19,401)            
 
89.  TOTAL  DISTRIBUTIONS                                                   (233,396)           
 
90.Share transactions                                                       21,406,105          
Net proceeds from sales of shares                                                               
 
91. Reinvestment of distributions from net investment income                213,513             
 
92. Cost of shares redeemed                                                 (595,185)           
 
93. Redemption fees (Note 1)                                                2,927               
 
94. Net increase (decrease) in net assets resulting from share              21,027,360          
transactions                                                                                    
 
95.  TOTAL INCREASE (DECREASE) IN NET ASSETS                                21,079,540          
 
NET ASSETS                                                                 96.                  
 
97. Beginning of period                                                     -                   
 
98. End of period (including distributions in excess of net investment      21,079,540          
income                                                                                          
 of $23,787)                                                                                    
 
OTHER INFORMATION                                                          100.                 
99.Shares                                                                                       
 
101. Sold                                                                   2,151,983           
 
102. Issued in reinvestment of distributions from net investment income     21,617              
 
103. Redeemed                                                               (60,903)            
 
104. Net increase (decrease)                                                2,112,697           
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
<S>                                                            <C>                       
105.                                                           SEPTEMBER 9,              
106.                                                           1993                      
                                                               (COMMENCEMENT             
                                                               OF OPERATIONS) TO         
                                                               DECEMBER 31,              
                                                               1993                      
 
                                                                                         
 
107.SELECTED PER-SHARE DATA                                                              
 
108.Net asset value, beginning of period                       $ 10.000                  
 
109.Income from Investment Operations                           .130                     
Net investment income                                                                    
 
110. Net realized and unrealized gain (loss) on investments     (.011)(dagger)(dagger)   
 
111. Total from investment operations                           .119                     
 
112.Less Distributions                                          (.130)                   
From net investment income                                                               
 
113. In excess of net investment income                         (.011)                   
 
114. Total distribution                                         (.141)                   
 
115.Redemption fees added to paid in capital                    .002                     
 
116.Net asset value, end of period                             $ 9.980                   
 
117.TOTAL RETURN (dagger)                                       1.23%                    
 
118.RATIOS AND SUPPLEMENTAL DATA                                                         
 
119.Net assets, end of period (000 omitted)                    $ 21,080                  
 
120.Ratio of expenses to average net assets                     .70%*                    
 
121.Ratio of net investment income to average net assets        4.44%*                   
 
122.Portfolio turnover rate                                     275%*                    
 
</TABLE>
 
* ANNUALIZED
(dagger) TOTAL RETURN DOES NOT INCLUDE THE ACCOUNT CLOSEOUT FEE AND FOR
PERIODS OF LESS THAN ONE YEAR IS NOT 
ANNUALIZED.
(dagger)(dagger) THE AMOUNT SHOWN FOR A SHARE OUTSTANDING DOES NOT
CORRESPOND WITH THE AGGREGATE NET GAIN ON INVESTMENTS FOR THE PERIOD ENDED
DUE TO THE TIMING OF SALES AND REPURCHASES OF FUND SHARES IN RELATION TO
FLUCTUATING MARKET VALUES OF THE INVESTMENTS OF THE FUND.
NOTES TO FINANCIAL STATEMENTS
For the period ended December 31, 1993
 
 
1. SIGNIFICANT ACCOUNTING 
POLICIES.
Spartan Bond Strategist (the fund) is a fund of Fidelity School Street
Trust (the trust) and is authorized to issue an unlimited number of shares.
The trust is registered under the Investment Company Act of 1940, as
amended (the 1940 Act), as an open-end management investment company
organized as a Massachusetts business trust. The following summarizes the
significant accounting policies of the fund:
SECURITY VALUATION. Securities are valued based upon a computerized matrix
system and/or appraisals by a pricing service, both of which consider
market transactions and dealer-supplied valuations. Securities for which
quotations are not readily available through the pricing service are valued
at their fair value as determined in good faith under consistently applied
procedures under the general supervision of the Board of Trustees.
Short-term securities maturing within sixty days are valued either at
amortized cost or original cost plus accrued interest, both of which
approximate current value.
FOREIGN CURRENCY TRANSLATION. The accounting records of the fund are
maintained in U.S. dollars. Investment securities, other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the current exchange rate. Purchases and sales of securities,
income receipts and expense payments are translated into U.S. dollars at
the exchange rate on the dates of the transactions.
It is not practical to identify the portion of each amount shown in the
fund's Statement of Operations under the caption "Realized and Unrealized
Gain (Loss) on Investments" that arises from changes in foreign currency
exchange rates. Investment income includes net realized and unrealized
currency gains and losses recognized between accrual and payment dates.
INCOME TAXES. The fund intends to qualify as a regulated investment company
under Subchapter M of the Internal Revenue Code. By so qualifying, the fund
will not be subject to income taxes to the extent that it distributes all
of its taxable income for its fiscal year. The schedule of investments
includes information regarding income taxes under the caption "Income Tax
Information."
INVESTMENT INCOME. Interest income, which includes amortization of premium
and accretion of original issue discount, is accrued as earned. Investment
income is recorded net of foreign taxes where recovery of such taxes is not
assured.
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are declared daily and paid
monthly from net investment income. Distributions from realized gains, if
any, are recorded on the ex-dividend date.
Income and capital gain distributions are determined in accordance with
income tax regulations which may differ from generally accepted accounting
principles. These differences are primarily due to differing treatments for
foreign currency transactions and losses deferred due to excise tax
regulations. Permanent book and tax basis 
1. SIGNIFICANT ACCOUNTING 
POLICIES - CONTINUED
DISTRIBUTIONS TO SHAREHOLDERS - CONTINUED
differences relating to shareholder distributions will result in
reclassifications to paid in capital.
REDEMPTION FEES. Shares held in the fund less than 180 days are subject to
a redemption fee equal to .50% of the proceeds of the redeemed shares. The
fee, which is retained by the fund, is accounted for as an addition to paid
in capital.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
2. OPERATING POLICIES.
FORWARD FOREIGN CURRENCY 
CONTRACTS. The fund may enter into forward foreign currency contracts.
These contracts involve market risk in excess of the amount reflected in
the fund's Statement of Assets and Liabilities. The face or contract amount
in U.S. dollars reflects the total exposure the fund has in that particular
currency contract. The U.S. dollar value of forward foreign currency
contracts is determined using forward currency exchange rates supplied by a
quotation service. Losses may arise due to changes in the value of the
foreign currency or if the counterparty does not perform under the
contract.
Purchases and sales of forward foreign currency contracts having the same
settlement date and broker are offset and presented net on the Statement of
Assets and Liabilities. Gain (loss) on the purchase or sale of forward
foreign currency contracts having the same settlement date and broker is
recognized on the date of offset, otherwise gain (loss) is recognized on
settlement date.
3. PURCHASES AND SALES OF 
INVESTMENTS. 
Purchases and sales of securities, other than short-term securities,
aggregated $35,225,544 and $14,765,823, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, Fidelity Management &
Research Company (FMR) pays all expenses except the compensation of the
non-interested Trustees and certain exceptions such as interest, taxes,
brokerage commissions and extraordinary expenses. FMR receives a fee that
is computed daily at an annualized rate of .70% of the fund's average net
assets.
FMR also bears the cost of providing shareholder services to the fund. For
the period, FMR or its affiliates collected certain transaction fees from
shareholders which aggregated $80.
5. BENEFICIAL INTEREST
At the end of the period, FMR was record owner of approximately 52% of the
total outstanding shares.
REPORT OF INDEPENDENT ACCOUNTANTS
 
 
To the Trustees of Fidelity School Street Trust and the Shareholders of
Spartan Bond Strategist:
We have audited the accompanying statement of assets and liabilities of
Fidelity School Street Trust: Spartan Bond Strategist, including the
schedule of portfolio investments, as of December 31, 1993, and the related
statement of operations, the statement of changes in net assets and the
financial highlights for the period September 9, 1993 (commencement of
operations)to December 31, 1993. These financial statements and financial
highlights are the responsibility of the fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of December 31, 1993 by correspondence with the
custodian and brokers. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall 
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of Fidelity School Street Trust: Spartan Bond Strategist as of December 31,
1993, the results of its operations, the changes in its net assets and the
financial highlights for the period September 9, 1993 (commencement of
operations) to December 31, 1993, in conformity with generally accepted
accounting principles.
COOPERS & LYBRAND
Boston, Massachusetts
February 4, 1994
TO CALL FIDELITY
 
 
FOR FUND INFORMATION AND QUOTES
The Fidelity Telephone Connection offers you special automated telephone 
services for quotes and balances. The  services are easy to use,
confidential and quick. All you need is a Touch  Tone telephone.
YOUR PERSONAL IDENTIFICATION NUMBER 
(PIN)
The first time you call one of our automated telephone services, we'll ask
you
to set up your Personal Identification
Number (PIN).  The PIN assures that
only you have automated telephone
access to your account information.
Please have your Customer Number
(T-account #) handy when you call --
you'll need it to establish your PIN. If
you would ever like to change your PIN, just choose the "Change your
Personal
Identification Number" option when
you call. If you forget your PIN, please
call a Fidelity representative at 1-800-
544-6666 for assistance.
 
 
 
 
(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC
(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)MUTUAL FUND QUOTES*
1-800-544-8544
Just make a selection from this record-ed menu:
PRESS
 For quotes on funds you own.
1.
 For an individual fund quote.
2.
 For the ten most frequently 
requested Fidelity fund quotes.
3.
 For quotes on Fidelity Select 
Portfolios.(Registered trademark)
4.
 To change your Personal 
Identification Number (PIN).
5.
 To speak with a Fidelity 
representative. 
6.
(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC
(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)MUTUAL FUND ACCOUNT
BALANCES 1-800-544-7544
Just make a selection from this record-
ed menu:
PRESS
 For balances on funds you own.
1.
 For your most recent fund activity
(purchases, redemptions, and 
dividends).
2.
 To change your Personal 
Identification Number (PIN).
3.
 To speak with a Fidelity 
representative.
4.
* WHEN YOU CALL THE QUOTES LINE, PLEASE REMEMBER THAT A FUND'S YIELD AND
RETURN WILL 
VARY AND, EXCEPT FOR MONEY MARKET FUNDS, SHARE PRICE WILL ALSO VARY. THIS
MEANS THAT 
YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. THERE IS NO
ASSURANCE THAT 
MONEY MARKET FUNDS WILL BE ABLE TO MAINTAIN A STABLE $1 SHARE PRICE; AN
INVESTMENT IN 
A MONEY MARKET FUND IS NOT INSURED OR GUARANTEED BY THE U.S. GOVERNMENT.
TOTAL 
RETURNS ARE HISTORICAL AND INCLUDE CHANGES IN SHARE PRICE, REINVESTMENT OF
DIVIDENDS 
AND CAPITAL GAINS, AND THE EFFECTS OF ANY SALES CHARGES. FOR MORE
INFORMATION ON ANY 
FIDELITY FUND INCLUDING MANAGEMENT FEES AND CHARGES, CALL 1-800-544-8888
FOR A FREE 
PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST OR SEND MONEY.
TO VISIT FIDELITY
 
 
For directions and hours, 
please call 1-800-544-9797.
ARIZONA
7373 N. Scottsdale Road
Scottsdale, AZ
CALIFORNIA
851 Hamilton Avenue
Campbell, CA
527 North Brand Boulevard
Glendale, CA
19100 Von Karman Avenue
Irvine, CA
10100 Santa Monica Blvd.
Los Angeles, CA
811 Wilshire Boulevard
Los Angeles, CA
251 University Avenue
Palo Alto, CA
1760 Challenge Way
Sacramento, CA
7676 Hazard Center Drive
San Diego, CA
455 Market Street
San Francisco, CA
1400 Civic Drive
Walnut Creek, CA
COLORADO
1625 Broadway
Denver, CO
CONNECTICUT
185 Asylum Street
Hartford, CT
265 Church Street
New Haven, CT
300 Atlantic Street
Stamford, CT
DELAWARE
222 Delaware Avenue
Wilmington, DE
FLORIDA
4400 N. Federal Highway
Boca Raton, FL
2249 Galiano Street
Coral Gables, FL
4090 N. Ocean Boulevard
Ft. Lauderdale, FL
4001 Tamiami Trail, North
Naples, FL
32 West Central Boulevard
Orlando, FL
2401 PGA Boulevard
Palm Beach Gardens, FL
8065 Beneva Road
Sarasota, FL
2000 66th Street, North
St. Petersburg, FL
GEORGIA
3525 Piedmont Road, N.E.
Atlanta, GA
1000 Abernathy Road
Atlanta, GA
HAWAII
700 Bishop Street
Honolulu, HI
ILLINOIS
215 East Erie Street
Chicago, IL
One North Franklin
Chicago, IL
540 Lake Cook Road
Deerfield, IL
1415 West 22nd Street
Oak Brook, IL
1700 East Golf Road
Schaumburg, IL
LOUISIANA
201 St. Charles Avenue
New Orleans, LA
MAINE
3 Canal Plaza
Portland, ME
MARYLAND
1 West Pennsylvania Ave.
Towson, MD
7401 Wisconsin Avenue
Bethesda, MD
MASSACHUSETTS
470 Boylston Street
Boston, MA
21 Congress Street
Boston, MA
25 State Street
Boston, MA
300 Granite Street
Braintree, MA
101 Cambridge Street
Burlington, MA
416 Belmont Street
Worcester, MA
MICHIGAN
280 North Woodward Ave.
Birmingham, MI
26955 Northwestern Hwy.
Southfield, MI
MINNESOTA
38 South Sixth Street
Minneapolis, MN
MISSOURI
700 West 47th Street
Kansas City, MO
200 North Broadway
St. Louis, MO
NEW JERSEY
60B South Street
Morristown, NJ
501 Route 17, South
Paramus, NJ
505 Millburn Avenue
Short Hills, NJ
NEW YORK
1050 Franklin Avenue
Garden City, NY
999 Walt Whitman Road
Melville, L.I., NY
71 Broadway
New York, NY
350 Park Avenue
New York, NY
10 Bank Street
White Plains, NY
NORTH CAROLINA
2200 West Main Street
Durham, NC
OHIO
600 Vine Street
Cincinnati, OH
1903 East Ninth Street
Cleveland, OH
28699 Chagrin Boulevard
Woodmere Village, OH
OREGON
121 S.W. Morrison Street
Portland, OR
PENNSYLVANIA
1735 Market Street
Philadelphia, PA
439 Fifth Avenue
Pittsburgh, PA
TENNESSEE
5100 Poplar Avenue
Memphis, TN
TEXAS
10000 Research Boulevard
Austin, TX
7001 Preston Road
Dallas, TX
1155 Dairy Ashford
Houston, TX
1010 Lamar Street
Houston, TX
2701 Drexel Drive
Houston, TX
400 East Las Colinas Blvd.
Irving, TX
14100 San Pedro
San Antonio, TX
UTAH
175 East 400 South Street
Salt Lake City, UT
VERMONT
199 Main Street
Burlington, VT
VIRGINIA
8300 Boone Boulevard
Vienna, VA
WASHINGTON
411 108th Avenue, N.E.
Bellevue, WA
1001 Fourth Avenue
Seattle, WA
WASHINGTON, DC
1775 K Street,  N.W.
Washington, DC
WISCONSIN
222 East Wisconsin Avenue
Milwaukee, WI
 
INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA
INVESTMENT SUB-ADVISERS
Fidelity Management & Research 
 (U.K.) Inc. (FMR U.K.)
Fidelity Management & Research 
 (Far East) Inc. (FMR Far East)
OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
Gary L. French, Treasurer
John H. Costello, Assistant Treasurer
Arthur S. Loring, Secretary
Robert H. Morrison, Manager, 
Security Transactions
BOARD OF TRUSTEES
J. Gary Burkhead
Ralph F. Cox *
Phyllis Burke Davis *
Richard J. Flynn *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
Edward H. Malone *
Gerald C. McDonough *
Thomas R. Williams *
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Co.
Boston, MA
CUSTODIAN
The Bank of New York
New York, NY
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Account Balances  1-800-544-7544
Exchanges/Redemptions  1-800-544-7777
Mutual Fund Quotes   1-800-544-8544
Account Assistance 1-800-544-6666
Product Information 1-800-544-8888
Retirement Accounts 1-800-544-4774 
 (8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
 for the deaf and hearing impaired
 (9 a.m. - 9 p.m. Eastern time)
* INDEPENDENT TRUSTEES
 AUTOMATED LINES FOR QUICKEST SERVICE
(logo)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109

 
 
 
EXHIBIT 24(A)(2)
(2_FIDELITY_LOGOS)
 
SPARTAN(Registered trademark)    
BOND STRATEGIST
ANNUAL REPORT
DECEMBER 31, 1993 
CONTENTS
 
 
PRESIDENT'S MESSAGE      3    Ned Johnson on minimizing taxes.         
 
PERFORMANCE              4    How the fund has done over time.         
 
FUND TALK                7    The manager's review of fund             
                              performance, strategy, and outlook.      
 
INVESTMENT CHANGES       10   A summary of major shifts in the         
                              fund's investments over the last six     
                              months.                                  
 
INVESTMENTS              11   A complete list of the fund's            
                              investments with their market value.     
 
FINANCIAL STATEMENTS     25   Statements of assets and liabilities,    
                              operations, and changes in net           
                              assets, as well as financial             
                              highlights.                              
 
NOTES                    29   Footnotes to the financial               
                              statements.                              
 
REPORT OF INDEPENDENT    32   The auditor's opinion.                   
ACCOUNTANTS                                                            
 
 
THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE SUBMITTED FOR
THE GENERAL 
INFORMATION OF THE SHAREHOLDERS OF THE FUND. THIS REPORT IS NOT AUTHORIZED
FOR 
DISTRIBUTION TO PROSPECTIVE INVESTORS IN THE FUND UNLESS PRECEDED OR
ACCOMPANIED BY 
AN EFFECTIVE PROSPECTUS. NEITHER THE FUND NOR FIDELITY DISTRIBUTORS
CORPORATION IS A 
BANK, AND FUND SHARES ARE NOT BACKED OR GUARANTEED BY ANY BANK OR INSURED
BY THE 
FDIC.
 
 
PRESIDENT'S MESSAGE
 
 
 
DEAR SHAREHOLDER:
Once the new year begins, many people start reviewing their finances and
calculating their tax bills. No one wants to pay more taxes than they have
to. But a recent survey of 500 U.S. households, conducted by Fidelity and
Yankelovich Partners, showed that few people have taken steps to reduce
their taxes under the new legislation. Many were not even aware that the
new tax laws were retroactive to January 1993. 
Whether or not you're someone whose tax bill will increase as a result of
these changes, it may make sense to consider ways to keep more of what you
earn.
First, if your employer offers a 401(k) or 403(b) retirement savings plan,
consider enrolling. These plans are set up so you can make regular
contributions - 
before taxes - to a retirement savings plan. They offer a disciplined
savings strategy, the ability to accumulate earnings tax-deferred, and
immediate tax savings. For example, if you earn $40,000 a year and
contribute 7% of your salary to your 401(k) plan, your annual contribution
is $2,800. That reduces your taxable income to $37,200 and, if you're in
the 
28% tax bracket, saves you $784 in federal taxes. In addition, you pay no
taxes on any earnings until withdrawal. 
It may be a good idea to contact your benefits office as soon as possible
to find out when you can enroll or increase your contribution. Most
employers allow employees to make changes only a few times each year. 
Second, consider an IRA. Many people are eligible to make an IRA
contribution (up to $2,000) that is fully tax deductible. That includes
people who are not covered by company pension plans, or those within
certain income brackets. Even if you don't qualify for a fully deductible
contribution, any IRA earnings will grow tax-deferred until withdrawal. 
Third, consider adding to your tax-free investments, either municipal bonds
or municipal bond funds. Often these can provide higher after-tax yields
than comparable taxable investments. For example, if you're in the new 36%
federal income tax bracket and invest $10,000 in a taxable investment
yielding 7%, you'll pay $252 in federal taxes and receive $448 in income.
That same $10,000 invested in a tax-free bond fund yielding 5.5% would
allow you to keep $550 in income. 
These are three investment strategies that could help lower your tax bill
in 1994. If you're interested in learning more, please call us at
1-800-544-8888 or visit a Fidelity Investor Center. 
Wishing you a prosperous new year,
Edward C. Johnson 3d, Chairman
PERFORMANCE: THE BOTTOM LINE
 
 
There are several ways to evaluate a fund's historical performance. You can
look at the total percentage change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. Each figure
includes changes in a fund's share price, plus reinvestment of any
dividends (or income) and capital gains (the profits the fund earns when it
sells bonds that have grown in value). You can also look at the fund's
income.
CUMULATIVE TOTAL RETURNS
PERIODS ENDED DECEMBER 31, 1993        PAST 1   PAST 5   PAST 10   
                                       YEAR     YEARS    YEARS     
 
Limited Term Municipals                12.24%   55.69%   153.02%   
 
Lehman Brothers Municipal Bond Index   12.29%   62.86%   188.33%   
 
Average Intermediate Municipal Bond    10.36%   51.74%   133.35%   
Fund                                                               
 
Consumer Price Index                   2.75%    21.00%   43.93%    
 
CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, one, five, or 10 years. For example, if
you had invested $1,000 in a fund that had a 5% return over the past year,
you would have $1,050. You can compare these figures to the performance of
the Lehman Brothers Municipal Bond Index - a broad gauge of the municipal
bond market that includes short-, intermediate-, and long-term bonds. To
measure how the fund stacked up against its peers, you can look at the
average intermediate municipal bond fund, which reflects the performance of
77 intermediate municipal bond funds tracked by Lipper Analytical Services.
Both benchmarks include reinvested dividends and capital gains, if any.
Comparing the fund's performance to the consumer price index helps show how
your fund did compared to inflation.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED DECEMBER 31, 1993        PAST 1   PAST 5   PAST 10   
                                       YEAR     YEARS    YEARS     
 
Limited Term Municipals                12.24%   9.26%    9.73%     
 
Lehman Brothers Municipal Bond Index   12.29%   10.25%   11.17%    
 
Average Intermediate Municipal Bond    10.36%   8.69%    8.79%     
Fund                                                               
 
Consumer Price Index                   2.75%    3.89%    3.71%     
 
AVERAGE ANNUAL TOTAL RETURNS take the fund's actual (or cumulative) return
and show you what would have happened if the fund had performed at a
constant rate each year. 
$10,000 OVER 10 YEARS
 
 
 
          Ltd. Term  LB Muni Bond
 12/31/83   10000.00     10000.00
 01/31/84   10427.09     10364.50
 02/29/84   10337.36     10260.13
 03/31/84   10365.97     10273.16
 04/30/84   10357.62     10288.98
 05/31/84    9864.86      9678.02
 06/30/84   10037.37      9888.13
 07/31/84   10457.61     10400.24
 08/31/84   10606.96     10633.51
 09/30/84   10613.61     10562.06
 10/31/84   10711.75     10694.61
 11/30/84   10848.65     10852.04
 12/31/84   10987.47     11055.40
 01/31/85   11476.96     11693.63
 02/28/85   11277.20     11401.99
 03/31/85   11390.10     11500.39
 04/30/85   11708.21     11921.31
 05/31/85   11988.54     12335.09
 06/30/85   12118.23     12464.49
 07/31/85   12136.29     12488.92
 08/31/85   12097.94     12401.75
 09/30/85   12003.59     12277.36
 10/31/85   12421.14     12697.98
 11/30/85   12724.55     13153.46
 12/31/85   12889.94     13269.07
 01/31/86   13405.38     14050.62
 02/28/86   13701.42     14607.73
 03/31/86   13807.34     14612.41
 04/30/86   13809.63     14623.51
 05/31/86   13635.04     14385.44
 06/30/86   13802.87     14522.68
 07/31/86   13850.12     14610.83
 08/31/86   14411.45     15264.96
 09/30/86   14427.83     15303.27
 10/31/86   14777.62     15567.56
 11/30/86   14927.42     15875.95
 12/31/86   14847.86     15832.13
 01/31/87   15202.63     16308.84
 02/28/87   15386.37     16389.08
 03/31/87   15304.00     16215.36
 04/30/87   14469.57     15401.67
 05/31/87   14435.98     15325.28
 06/30/87   14750.26     15775.23
 07/31/87   14922.93     15936.13
 08/31/87   14968.51     15971.99
 09/30/87   14386.14     15383.10
 10/31/87   14466.79     15437.56
 11/30/87   14806.68     15840.63
 12/31/87   15017.63     16070.48
 01/31/88   15609.77     16642.91
 02/29/88   15674.89     16818.83
 03/31/88   15406.43     16622.89
 04/30/88   15506.00     16749.22
 
 
 
 
 
 
 05/31/88   15556.13     16700.82
 06/30/88   15691.10     16945.15
 07/31/88   15759.45     17055.63
 08/31/88   15777.31     17070.64
 09/30/88   15967.67     17379.62
 10/31/88   16178.16     17686.37
 11/30/88   16092.17     17524.36
 12/31/88   16251.53     17703.64
 01/31/89   16429.69     18069.75
 02/28/89   16308.80     17863.57
 03/31/89   16241.42     17820.88
 04/30/89   16530.88     18243.95
 05/31/89   16804.81     18622.87
 06/30/89   16969.85     18875.77
 07/31/89   17135.92     19132.67
 08/31/89   17047.25     18945.36
 09/30/89   17035.99     18888.53
 10/31/89   17184.29     19118.97
 11/30/89   17390.96     19453.55
 12/31/89   17523.27     19613.07
 01/31/90   17464.57     19520.89
 02/28/90   17595.79     19694.62
 03/31/90   17657.68     19700.53
 04/30/90   17504.91     19558.69
 05/31/90   17775.12     19985.07
 06/30/90   17911.18     20160.93
 07/31/90   18126.17     20457.30
 08/31/90   18091.03     20160.67
 09/30/90   18213.54     20172.77
 10/31/90   18398.31     20537.89
 11/30/90   18642.93     20950.70
 12/31/90   18743.90     21042.89
 01/31/91   18946.99     21324.86
 02/28/91   19130.80     21510.39
 03/31/91   19216.05     21518.99
 04/30/91   19422.60     21805.20
 05/31/91   19569.51     21999.26
 06/30/91   19574.61     21977.26
 07/31/91   19786.84     22245.38
 08/31/91   19977.17     22539.02
 09/30/91   20228.92     22832.03
 10/31/91   20417.87     23037.52
 11/30/91   20432.19     23102.02
 12/31/91   20840.76     23598.72
 01/31/92   20955.43     23652.99
 02/29/92   21032.05     23660.09
 03/31/92   20988.60     23669.55
 04/30/92   21165.16     23880.21
 05/31/92   21345.04     24162.00
 06/30/92   21586.61     24567.92
 07/31/92   22214.25     25304.96
 08/31/92   22049.33     25056.97
 09/30/92   22154.12     25219.84
 10/31/92   21849.19     24972.69
 
 
 
 
 
 
 11/30/92   22296.37     25419.70
 12/31/92   22542.93     25678.98
 01/31/93   22811.81     25976.86
 02/28/93   23635.88     26917.22
 03/31/93   23406.02     26631.89
 04/30/93   23628.09     26900.88
 05/31/93   23779.74     27051.52
 06/30/93   24097.73     27503.28
 07/31/93   24156.25     27539.04
 08/31/93   24649.83     28111.85
 09/30/93   24923.79     28432.32
 10/31/93   24958.93     28486.34
 11/30/93   24793.92     28235.67
 12/31/93   25302.23     28831.44
$10,000 OVER 10 YEARS:  Let's say you invested $10,000 in Fidelity Limited
Term Municipals on December 31, 1983. As the chart shows, by December 31,
1993, the value of your investment would have grown to $25,302 - a 153.02%
increase on your initial investment. For comparison, look at how the Lehman
Brothers Municipal Bond Index did over the same period. With dividends
reinvested, the same $10,000 would have grown to $28,833 - a 188.33%
increase.
 
UNDERSTANDING
PERFORMANCE
How a fund did yesterday is 
no guarantee of how it will do 
tomorrow. Bond prices, for 
example, move in the 
opposite direction of interest 
rates. In turn, the share price, 
return, and yield of a fund 
that invests in bonds will vary. 
That means if you sell your 
shares during a market 
downturn, you might lose 
money. But if you can ride out 
the market's ups and downs, 
you may have a gain.
(checkmark)
INCOME
YEARS ENDED DECEMBER 31,   1993   1992   1991   1990   1989   
 
Income return 5.54% 6.21% 6.77% 6.83% 6.96%
 
Capital gain returns 2.64% 1.12% 1.72% 0.57% 0%
 
Change in share price  4.06% 0.84%  2.70% (0.43)% 0.87%
 
Total return 12.24% 8.17% 11.19% 6.97% 7.83%
 
Income returns, capital gain returns, and changes in share price are all
part of a bond fund's total return. An income return reflects the dividends
paid by the fund. A capital gain return reflects the amount paid by the
fund to shareholders based on the profits it has from selling bonds that
have grown in value. Both returns assume the dividends or gains are
reinvested. Changes in the fund's share price include changes in the prices
of the bonds owned by the fund.
DIVIDENDS AND YIELD
PERIODS ENDED DECEMBER 31, 1993   PAST 30   PAST 6         PAST 1         
                                  DAYS      MONTHS         YEAR           
 
Dividends per share               n/a       26.14(cents)   51.65(cents)   
 
Annualized dividend rate          n/a       5.13%          5.18%          
 
Annualized yield                  4.70%     n/a            n/a            
 
Tax-equivalent yield              7.34%     n/a            n/a            
 
Dividends per share show the income paid by the fund for a set period. If
you annualize this number, based on an average share price of $10.10 over
the past six months and $9.97 over the past year, you can compare the
fund's income over these two periods. The 30-day annualized yield is a
standard formula for all funds based on the yields of the bonds in the
fund, averaged over the past 30 days. This figure shows you the yield
characteristics of the fund's investments at the end of the period. It also
helps you compare funds from different companies on an equal basis. The
tax-equivalent yield shows what you would have to earn on a taxable
investment to equal the fund's tax-free yield, if you're in the 36% federal
tax bracket.
FUND TALK: THE MANAGER'S OVERVIEW
 
 
 
MARKET RECAP
Generally, interest rates fell 
during the 12 months ended 
December 31, 1993. As a result, 
bond prices rose and most 
fixed-income investors - 
including those in tax-free bonds 
- - enjoyed attractive returns. The 
period began with worries of 
rising interest rates. The 
economic recovery was finally 
taking hold, and the spending 
plans of the president-elect were 
still unclear. But the bond market 
signaled its approval as 
President Clinton promised to 
reduce the deficit and fight 
inflation. The yield on the 
benchmark 30-year Treasury 
bond declined steadily and 
reached an historic low of 5.79% 
in mid-October. By year-end, mild 
inflation fears, fueled by a 
strengthening economy, had 
pushed up the yield on the 
30-year bond to 6.35%. Two 
factors affected tax-free bonds 
specifically: on the positive side, 
higher federal taxes - discussed 
all year and approved in August 
- - boosted demand. At the same 
time, record new issuance kept 
supplies high, which somewhat 
dampened prices. Overall during 
the period, tax-free bonds 
performed well compared to other 
fixed-income investments. The 
Lehman Brothers Municipal Bond 
Index - a broad measure of the 
tax-free bond market - rose 
12.29%. By comparison, the 
Lehman Brothers Aggregate 
Bond Index - which tracks 
investment-grade taxable bonds 
- - rose only 9.75%, due in part to 
relatively poor performance by 
mortgage- backed securities. 
An interview with David Murphy, Portfolio Manager of Fidelity 
Limited Term Municipals
Q. DAVID, HOW DID THE FUND PERFORM?
A. Quite well. Total return for the 12 months ended December 31, 1993 was
12.24%. That beat the average intermediate municipal bond fund tracked by
Lipper Analytical Services, which returned 10.36%. 
Q. WHAT BOOSTED PERFORMANCE OVER THE PAST YEAR?
A. 1993 provided a near ideal environment for investing in municipal bonds.
I think the year could represent a high water mark for munis when we look
back on it. Interest rates fell during most of the year, which helped push
bond prices up. The price run-up was somewhat held
 in check, however, by the record level of volume in the muni market, which
forced issuers to sell bonds at lower prices. A lot of this issuance was
due to a process known as prerefunding, which is popular when rates fall.
Issuers sell new lower-interest bonds, invest the proceeds in short-term
government securities, and pay off the old bonds at the earliest call date.
Essentially this wipes old, higher interest debt off the balance sheet. 
Q. WHICH SPECIFIC STRATEGIES HELPED THE FUND?
A. The fund aggressively reached for high income, which helped total
return. I did this in four ways. First, over the last six months I kept at
least 35% of the fund's investments in bonds with 10- to 15-year
maturities. I felt these bonds had the most attractive yields when weighed
against their risk, and indeed they were among the best performers. The
yield curve flattened this year, meaning the difference in yields between
long and short-term bonds narrowed. So bonds with the longest maturities -
20 years or more - didn't have high enough yields to offset their increased
risk. 
Q. WHAT ELSE?
A. Second, I inched up the fund's stake in student loans from 5.5% of the
fund at the end of June, to 8.5% at the end of December. These bonds offer
higher yields because there is a slight risk that they will be repaid
early. But, by using our internal research, I selected those I felt were
safe from prepayments. Third, I kept up to 18.5% of the fund in BBB-rated
bonds over the last six months. Those are the lowest quality bonds in which
the fund can invest, but their reward is higher yields. Finally, I had
about 30% of the fund invested in zero-coupon bonds through most of the
year. I buy these bonds at a discount and they're non-callable, which makes
their prices particularly sensitive to changes in interest rates. When
rates fell this year, these bonds performed very well.
Q. HOW DID YOU REDUCE THE RISKS ASSOCIATED WITH ZEROS AND BBBS?
A. To offset the volatility of the zero-
coupons, I bought some premium coupon bonds. You pay more for these issues,
but they offer higher yields. That helps steady the fund's income stream
since zero-
coupon bonds don't pay interest until they mature. Plus, premium coupon
bonds are much less volatile than the zero-coupons. 
Q. WHAT ABOUT BBBS?
A.  I helped offset their increased risk by investing more heavily in bonds
with the highest quality rating: AAA. During most of 1993, AA-rated bonds
weren't offering enough of an increase in yield - compared to AAA-rated
bonds - to compensate for their higher risk. So, I increased the fund's
stake in the higher rated AAA bonds from 36% a year ago to 39% on December
31. And I decreased its stake in AA-rated issues from 24% a year ago to 12%
by year's end. That helped lessen the amount of overall risk assumed by the
fund.
Q. YOU MUST HAVE REGRETS. WHAT WERE THEY?
A. Two come to mind. I had a 21% stake in general obligation bonds at the
end of the year, and I probably should have owned more. These bonds
performed well in '93. Investors bid up their prices, anticipating
improvements in the budgets of municipalities, based on a strengthening
economy. Also, housing bonds performed poorly. I decreased the fund's stake
in housing during the year, from 5.0% to 1.9%, but I wish I'd cut back
faster. Many housing bonds were hurt by prepayments, which happened when
homeowners refinanced their mortgages.
Q. WHAT'S YOUR OUTLOOK FOR THE NEW YEAR?
A. I think interest rates will stabilize and move within a narrow range
over the next six months. If that happens, the supply of muni bonds should
shrink because prerefundings would slow dramatically. Demand should remain
constant or increase, as investors try to beat higher taxes. These dynamics
should push up prices of muni bonds, which would help the fund. But as the
supply goes down, issuers will be offering lower yields on new bonds. I
believe investors may try to buy medium quality bonds, like BBBs, to
compensate. I expect to add up to 5% more in BBB-rated bonds to the fund in
the coming months. An improving economy should boost the credit ratings of
some of these issuers, which would make their bonds more valuable.
FUND FACTS
GOAL: high current income 
free from federal taxes while 
preserving principal
START DATE: April 15, 1977
SIZE: as of December 31, 
1993, over $1.1 billion
MANAGER: David L. Murphy, 
since December 1989; 
manager, Spartan 
Intermediate Municipal Fund, 
since April 1993; Fidelity 
New York 
Insured Portfolio, since 
October 1992; Spartan New 
Jersey Municipal High Yield 
Portfolio, since April 1991; 
Spartan Short-Intermediate 
Municipal Fund, since 
December 1989
(checkmark)
DAVID MURPHY ON RISK VS. 
REWARD:
"When I buy municipal bonds, 
my goal is always to find the 
highest yields possible, while 
keeping risk in check. Over 
the past six months, I've 
found the best values in 
municipal bonds with 10- to 
12-year maturities. As interest 
rates have fallen, yields on 
bonds with longer maturities  
- - 20 years or more - have 
dropped more than yields on 
shorter bonds. So it hasn't 
made sense to go after too 
many of the longer bonds 
because their yields weren't 
high enough to offset their 
additional risk. But as rates 
have stabilized and even 
inched up a bit, bonds with 
slightly longer maturities are 
becoming more attractive. So 
I've started to move some of 
the fund's investments out of 
10-year bonds and into those 
with 13- to 15-year maturities. 
"
(bullet)  $290 billion dollars in 
municipal bonds were issued in 
the United States last year. 
That broke the old volume 
record, $235 billion, set in 1992.
DISTRIBUTION
The Board of Trustees of 
Fidelity School Street Trust  
voted to pay on February 7, 
1994, to the shareholders of 
record at the opening of 
business on  February 4, 
1994  a distribution of $.02 
derived from captial gains 
realized from sales of portfolio 
securities.
INVESTMENT CHANGES
 
 
TOP FIVE STATES AS OF DECEMBER 31, 1993 
                % OF FUND'S    % OF FUND'S    
                INVESTMENTS    INVESTMENTS    
                               6 MONTHS AGO   
 
New York        11.1           6.8            
 
Texas           10.3           10.3           
 
Massachusetts   6.2            6.8            
 
California      6.1            8.5            
 
Washington      5.4            4.6            
 
TOP FIVE SECTORS AS OF DECEMBER 31, 1993 
                        % OF FUND'S    % OF FUND'S    
                        INVESTMENTS    INVESTMENTS    
                                       6 MONTHS AGO   
 
General Obligation      21.4           22.9           
 
Electric Revenue        17.0           16.9           
 
Health Care             16.7           15.5           
 
Escrowed/Pre-Refunded   10.1           9.5            
 
Education               8.8            5.6            
 
AVERAGE YEARS TO MATURITY AS OF DECEMBER 31, 1993 
               6 MONTHS AGO   
 
Years   10.3   9.4            
 
AVERAGE YEARS TO MATURITY SHOWS THE AVERAGE TIME UNTIL THE PRINCIPAL OF THE
BONDS IN THE FUND IS EXPECTED TO BE REPAID, WEIGHTED BY DOLLAR AMOUNT.
DURATION AS OF DECEMBER 31, 1993 
               6 MONTHS AGO    
 
Years    8.0    7.2            
 
DURATION SHOWS HOW MUCH A BOND'S PRICE FLUCTUATES WITH CHANGES IN INTEREST
RATES. IF RATES RISE 1%, FOR EXAMPLE, THE SHARE PRICE OF A FUND WITH A
FIVE-YEAR DURATION WILL FALL 5%.
QUALITY DIVERSIFICATION AS OF DECEMBER 31, 1993
(MOODY'S RATINGS) 
 Aaa 43.9%
 Aa, A 31.7%
 Baa 21.3%
 Non-rated 2.6%
Row: 1, Col: 1, Value: 2.6
Row: 1, Col: 2, Value: 21.3
Row: 1, Col: 3, Value: 31.7
Row: 1, Col: 4, Value: 43.9
THIS CHART EXCLUDES SHORT-TERM INVESTMENTS. WHERE MOODY'S RATINGS ARE NOT
AVAILABLE, WE HAVE USED S&P RATINGS.
INVESTMENTS DECEMBER 31, 1993
 
Showing Percentage of Total Value of Investment in Securities
 
 
MUNICIPAL BONDS - 99.5%
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
ALABAMA - 2.2%
Alabama Docks Dept. Coal Rev. Rfdg. 10% 10/1/05, 
(Pre-Refunded to 10/1/95 @ 103) (e)   $ 7,355 $ 8,302  010515AM
Alabama Gen. Oblig. Rfdg. (Cap. Appreciation):
 0% 3/1/01    11,000  7,961  010410ZP
 0% 9/1/01    7,500  5,306  010410ZQ
Alabama Hsg. Fin. Auth. Single Family Mtg. Rev. Series B, 
0% 10/1/14    37,650  4,407  010308HH
  25,976
ALASKA - 3.7%
Anchorage Elec. Util. Rev. Rfdg. (Sr. Lien): 
 8% 12/1/06, (MBIA Insured)    1,775  2,252  033177SF
 8% 12/1/07, (MBIA Insured)    1,310  1,665  033177SG
Anchorage Hosp. Rev. Rfdg. (Sisters of Providence Proj.) 
Series 1991, 6.75% 10/1/02    2,575  2,907  033204CF
Hot Springs Ind. Dev. Rev. Rfdg. (Willamette Industries, Inc.) 
6.65% 12/1/02    7,000  8,015  441089AA
North Slope Borough (Cap. Appreciation):
 Series A:
  0% 6/30/02, (MBIA Insured)    20,000  13,450  662523RD
  0% 6/30/03, (MBIA Insured)    10,000  6,363  662523RF
 Series B, 0% 1/1/02, (MBIA Insured)    13,500  9,298  662523RQ
  43,950
ARIZONA - 0.6%
Gila County Ind. Dev. Auth. Poll. Cont. Rev. 
(Inspiration Consolidated Copper Corp.) 11.25% 4/1/01, 
(Pre-Refunded to 2/15/01 @ 100) (e)    2,230  2,612  375249AB
Phoenix Str. & Hwy. Rev. Rfdg. (Jr. Lien) 6.30% 7/1/03    3,720  4,185 
718867LN
  6,797
CALIFORNIA - 6.1%
ABAG Fin. Auth. for Nonprofit Corp. Cfts. of Prtn. 
(Stanford Univ. Hosp.): 
  5% 11/1/04    3,400  3,447  00037EBA
  5.125% 11/1/05    2,000  2,035  00037EBB
California Hsg. Fin. Agcy. Rev. (Home Mtg.) Series 1983 A, 
0% 2/1/15    39,133  4,892  130329QE
California Pub. Wks. Board Lease Rev. (California Univ. Proj.)
Series A, 5.50% 6/1/14    4,000  4,040  13068GRB
California Statewide Commtys. Dev. Auth. Rev. Ctfs. of Prtn. 
Rfdg. (Hosp. Triad Healthcare): 
  5.90% 8/1/01    3,300  3,498  130909CK
  6% 8/1/02    4,145  4,420  130909CL
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
CALIFORNIA - CONTINUED
Fresno Swr. Rev. Series A-1, 5% 9/1/08, (AMBAC Insured)   $ 5,000 $ 4,975 
358229CD
Los Angeles County Ctfs. of Prtn. (Multiple Cap. Facs. Proj.)
7.76% 11/1/01 (a)    4,800  5,400  544663R9
Los Angeles Dept. Wtr. & Pwr. Wtrwks. Rev. 9% 4/15/04    1,610  2,087 
544524GE
Los Angeles Unltd. Tax Series A, 5.25% 9/1/07    5,165  5,288  544350ZR
Northern California Pwr. Agcy.:
Multiple Cap. Facs. Rev. Series A:
  6% 8/1/03, (MBIA Insured)    2,400  2,667  664842AH
  6.10% 8/1/04, (MBIA Insured)    1,750  1,951  664842AJ
 Pub. Pwr. Rev. Rfdg. (Geothermal Proj. #3) Series A:
  5.60% 7/1/06    2,000  2,105  664843RT
  5.80% 7/1/09    3,000  3,146  664843RZ
Port Oakland Port. Rev. Rfdg. Series F, 0% 11/1/05, 
(MBIA Insured)    3,410  1,905  734897RP
Riverside County Trans. Commission Sales Tax Rev. Ltd. Tax 
5.75% 6/1/07, (AMBAC Insured)    3,000  3,233  769125BG
San Francisco City & County Swr. Rev. Rfdg. 5.90% 10/1/08, 
(AMBAC Insured)    2,000  2,150  797654HK
San Jose Redev. Agcy. Tax. Allocation (Merged Area 
Redev. Proj.) 6% 8/1/07, (MBIA Insured)    2,500  2,722  798147KQ
Southern California Pub. Pwr. Auth. Pwr. Proj. Rev.:
 0% 7/1/15, (Pre-Refunded to 7/1/00 @ 101) (b)(e)    2,000  2,127  842475DL
 Series 11, 0% 7/1/15, (Pre-Prefunded to 7/1/00 @ 101) (e)    14,000 
10,587  842475JW
  72,675
COLORADO - 4.1%
Colorado Health Facs. Auth. Rev. Rfdg. (Rocky Mountain 
Adventist) 6.25% 2/1/04    26,100  27,079  1964732L
Colorado Student Oblig. Bond Auth. Student Loan Rev. 
Series A, 6.75% 9/1/99    4,150  4,534  196777GE
Denver City & County Arpt. Rev.: 
Series A:
6.875% 11/15/00    1,950  2,106  249181JL
 7.25% 11/15/03    1,000  1,120  249181JP
 7.50% 11/15/06    4,000  4,530  249181JQ
9.75% 12/1/95    9,300  9,765  249181FA
  49,134
CONNECTICUT - 0.2%
Connecticut Hsg. Fin. Auth. (Hsg. Mtg. Fin. Prog.) Series D,
8.50% 11/15/01    2,000  2,105  207745ZJ
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
DISTRICT OF COLUMBIA - 3.8%
District of Columbia: 
 Rfdg.:
  Series A, 5.625% 6/1/02, (AMBAC Insured)   $ 5,250 $ 5,578  254760N5
  Series B, 0% 6/1/02, (MBIA Insured)    2,880  1,908  254760SH
 Series A, 6.75% 6/1/06, (AMBAC Insured)    5,000  5,769
 Series E, 5% 6/1/01, (FGIC Insured)    3,850  3,941  254760K2
 5.60% 6/1/07, (AMBAC Insured)    2,000  2,083  254760U3
 Hosp. Rev. Rfdg. (Medlantic Healthcare Group - Washington
Hosp. Ctr.):
  Series A:
   6.50% 8/15/96    1,100  1,148  254764BT
   6.75% 8/15/98    2,600  2,779  254764BV
   6.80% 8/15/99    2,600  2,792  254764BW
   7% 8/15/05    5,730  6,260  254764BY
  Series B:
   5.80% 8/15/97    4,035  4,126  254764CY
   6% 8/15/98    4,265  4,404  254764CZ
   6.25% 8/15/00    4,805  5,033  254764DB
  45,821
FLORIDA - 0.5%
Florida Tpk. Auth. Rev. Rfdg. Series A, 5.25% 7/1/07, 
(FGIC Insured)    4,500  4,601  343136EX
Orlando & Orange County Expwy. Auth. Rev. Rfdg. (Jr. Lien) 
Series A, 5% 7/1/08, (FGIC Insured)    1,755  1,746  686543KM
  6,347
GEORGIA - 0.3%
Floyd County Hosp. Auth. Rev. Anticipated Ctfs. 
(Floyd Med. Ctr. Proj.) 5% 7/1/05, (FGIC Insured)    3,140  3,171  343575DU
IDAHO - 0.5%
Idaho Falls Rfdg.: 
 0% 4/1/04, (FGIC Insured)    4,040  2,449  451182FA
 0% 4/1/05, (FGIC Insured)    7,000  3,999  451182FB
  6,448
ILLINOIS - 1.6%
Cook County Commty. College Dist. Gen. Oblig. #508
Ctfs. of Prtn. 8.30% 1/1/00, (FGIC Insured)    1,515  1,801  216084AD
Illinois Health Facs. Auth. Rev. Rfdg. (Palos Commty. Hosp.) 
Series A, 9.375% 11/1/99    690  766  452008RF
Illinois Univ. Rev. (Auxiliary Facs. Sys.) 0% 10/1/07, 
(MBIA Insured)    7,505  3,630  914353EV
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
ILLINOIS - CONTINUED
Metropolitan Pier & Exposition Auth. Dedicated 
State Tax Rev. (McCormick Place Expansion Proj.) 
Series A, 0% 6/15/07, (FGIC Insured) (b)   $ 5,000 $ 4,538  592247CN
Rock Island County Ctfs. of Prtn.:
 10% 12/1/97, (FGIC Insured)    965  1,166  772321AG
 10% 12/1/98, (FGIC Insured)    940  1,166  772321AH
Rolling Meadows Multi-Family Mtg. Rev. Rfdg. 
(Woodfield Gardens Apts. Proj.) 7.75% 2/1/04, 
LOC Banque Paribas    5,000  5,206  775702BV
South Beloit Ind. Dev. Rev. Rfdg. (Beloit Corp. Proj.) 7.60% 
12/1/11    1,000  1,150  836468AB
  19,423
INDIANA - 1.9%
Hammond Poll. Cont. Rev. (Commonwealth Edison Co. Proj.) 
9.125% 6/15/10    2,000  2,028  408405AB
Indiana Employment Dev. Poll. Cont. Rev. 5.70% 10/1/99    5,000  5,188 
454901AB
Indianapolis Arpt. Fac. Rev. Economic Dev. Rfdg. (Federal 
Express Corp. Proj.) 6.85% 4/1/17 (c)    7,000  7,175  455256AB
Marion County Hosp. Auth. Facs. Rev.: 
 Rfdg. (Univ. Heights Hosp.) 8.625% 10/1/99,
 (AMBAC Insured)    3,950  4,780  569037JA
 (Commty. Hosp. Indianapolis Proj.) 9.25% 5/1/98,
 (Escrowed to Maturity) (e)    2,935  3,286  569037DB
  22,457
IOWA - 0.5%
Iowa Student Loan Liquidity Corp. Student Loan Rev. Series A, 
6.25% 3/1/00    5,080  5,493  462590BS
KANSAS - 0.5%
Kansas City Util. Sys. Rev. Rfdg. & Impt. 0% 3/1/04, 
(AMBAC Insured)    8,750  5,327  484790FA
KENTUCKY - 0.3%
Kentucky Tpk. Auth. Resource Recovery Road Rev. 
13.125% 7/1/09, (Pre-Refunded to 1/1/94 @ 102) (e)    5  5  491557EW
Owensboro Elec. Lt. & Pwr. Rev. Rfdg. Series B, 0% 1/1/02, 
(AMBAC Insured)    5,825  3,997  691021HT
  4,002
LOUISIANA - 3.8%
Bastrop Ind. Dev. Board Poll. Cont. Rev. Rfdg. (Int'l. Paper Co. 
Proj.) 6.90% 3/1/07    21,800  24,525  070318AF
De Soto Parish Poll. Cont. Rev. (Int'l. Paper Co. Proj.) 
Series A, 5.05% 12/1/02    7,500  7,688  241627AL
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
LOUISIANA - CONTINUED
Louisiana Pub. Facs. Auth. Rev. Student Loan Sr. Series A-1: 
 6.10% 3/1/00   $ 1,500 $ 1,601  54640AJU
 6.10% 9/1/00    3,000  3,217  54640AJW
New Orleans Rfdg. (Cap. Appreciation)
0% 9/1/05, (AMBAC Insured)    16,000  8,860  647634XQ
  45,891
MARYLAND - 0.3%
Prince George's County Med. Hosp. Rev.
(Dimensions Health Corp.):
  7% 7/1/01    1,250  1,370  741710AJ
  7.20% 7/1/06    1,750  1,936  741710AG
  3,306
MASSACHUSETTS - 6.2%
Massachusetts Edl. Loan Auth. Loan Rev. Issue C, 
7.40% 6/1/98, LOC Rabobank Nederland    4,470  4,599  575633BL
Massachusetts Gen. Oblig.:
 Rfdg.:
  Series A, 6.50% 8/1/04    5,500  6,236  575823X9
  Ltd. Tax Series B, 5.20% 11/1/04    3,500  3,653  575826AM
 0% 12/1/00 (b)    3,500  3,146  5758233Y
Massachusetts Health & Edl. Facs. Auth. Rev.:
 Rfdg. (Children's Hosp. Corp.) Series B, 10% 1/1/95    220  234  575849LW
 (Lawrence Gen. Hosp.) Series B, 7.25% 7/1/01    5,715  6,208  5758504G
 (Waltham/Weston Hosp. & Med. Ctr.) Series B, 8% 7/1/02    3,900  4,495 
575850L8
Massachusetts Hsg. Fin. Agcy. Single Family Mtg. Purchase 
Series 1984 A, 11.375% 12/1/08    155  160  575853FX
Massachusetts Ind. Fin. Agcy. Ind. Rev. Rfdg. (Beloit Corp. Proj.):
 Series A, 7.60% 12/1/11    1,000  1,150  575855F4
 Series B, 6.50% 12/1/96    612  649  575855F5
Massachusetts Ind. Fin. Agcy. Rev. (Cap. Appreciation) 
(Massachusetts Biomedical Research):
  Series A-1: 
   0% 8/1/01    10,800  7,439  575914DW
   0% 8/1/02    5,700  3,691  575914DY
  Series A-2:
   0% 8/1/04    10,800  6,170  575914EA
   0% 8/1/05    5,100  2,735  575914EB
   0% 8/1/07    5,800  2,719  575914ED
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
MASSACHUSETTS - CONTINUED
Massachusetts Muni. Wholesale Elec. Co. Pwr. Supply Sys. Rev.:
 Rfdg. Series A, 6.75% 7/1/05   $ 3,610 $ 4,025  575765HZ
 Series B, 6.625% 7/1/03    5,665  6,309  575765HW
 Series E:
  5.875% 7/1/03, (AMBAC Insured)    2,250  2,433  575765PM
  6% 7/1/04, (AMBAC Insured)    7,320  7,970  575765PQ
  74,021
MICHIGAN - 2.8%
Detroit Convention Facs. Rev. Rfdg. (Cobo Hall Expansion Proj.):
 5.10% 9/30/04    8,050  8,070  251131BB
 5.25% 9/30/06    11,380  11,366  251131BD
Flint Hosp. Bldg. Auth. Rev.:
 Rfdg. (Hurley Med. Ctr.) 9.50% 7/1/06    3,000  3,278  339511AQ
 (Hurley Med. Ctr.) Series B, 8.125% 7/1/06    2,220  2,448  339511BL
Michigan Bldg. Auth. Rev. Rfdg. (State Bldg. Ottawa Lansing)
7.40% 4/1/99, (MBIA Insured) (Escrowed to Maturity) (e)    1,245  1,393 
594613QZ
Michigan Comprehensive Trans. Rev. 8.50% 5/1/95, 
(FGIC Insured)    150  161  594636EK
Michigan Strategic Fund:
 Ltd. Oblig. Rev. Rfdg. (Eaton Twp. K-mart Corp. Proj.)
 5.90% 9/1/01    1,230  1,315  5946924H
 Poll. Cont. Rev. (Chrysler Corp. Proj.) 5.70% 10/1/99    5,000  5,193 
594693AN
  33,224
MINNESOTA - 0.5%
Breckenridge Hosp. Facs. Rev. (Franciscan Sisters Healthcare) 
Series B-1, 8.25% 9/1/97    1,090  1,194  106502AK
Southern Minnesota Muni. Pwr. Agcy. Pwr. Supply Sys. Rev.
 Rfdg. Series B, 5.80% 1/1/07    5,000  5,331  843375MJ
  6,525
MISSISSIPPI - 0.2%
Grenada County Poll. Cont. Rev. (Georgia-Pacific Corp. Proj.) 
5.875% 12/1/96    2,250  2,303  397662AB
MISSOURI - 1.4%
Missouri Health & Edl. Facs. Auth. Health Facs. Rev.:
 Rfdg. (Barnes-Jewish Inc. Christian-A) 5.10% 5/15/09    2,330  2,295 
60635RJA
 (Barnes-Jewish Inc. Christian-A) 6% 5/15/08    11,525  12,476  60635RHZ
Missouri Hsg. Dev. Commission (Cap. Appreciation)
0% 9/1/25, (FHA Insured)    74,925  2,341  606353Q5
  17,112
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
MULTIPLE STATES - 6.3%
New England Ed. Loan Marketing Corp. Student Loan Rev.:
 Rfdg.:
  Sr. Issue:
   Series A, 6.50% 9/1/02   $ 35,525 $ 39,610  643898AT
   D, 6.20% 9/1/00    3,000  3,263  643898AX
   D, 6.30% 9/1/02    7,815  8,606  643898AZ
  Series G, 5.20% 8/1/02    8,250  8,507  643898BL
 Issue A, 5.80% 3/1/02    1,500  1,613  643898BC
District of Columbia Metro Area Trans. Auth. Gross Rev. Rfdg.:
 4.70% 7/1/03, (FGIC Insured)    5,000  5,031  938782AU
 5% 1/1/06, (FGIC Insured)    3,400  3,426  938782AZ
 6% 7/1/07, (FGIC Insured)    4,685  5,159  938782BC
  75,215
NEBRASKA - 0.2%
Nebraska Investment Fin. Auth. Hosp. Rev. (Nebraska
 Methodist Health Sys.) 6.85% 3/1/02, (MBIA Insured)    2,000  2,300 
639902BK
NEVADA - 0.5%
Clark County School Dist. Ltd. Tax Series B, 0% 3/1/05, 
(FGIC Insured)    6,570  3,754  181054UZ
Reno Hosp. Rev. (St. Mary's Regional Med. Ctr.) Series A, 
5% 5/15/08, (MBIA Insured)    2,465  2,406  759836CS
  6,160
NEW HAMPSHIRE - 0.1%
New Hampshire Higher Edl. & Health Facs. Auth. Rev. 
(Androscoggin Valley Hosp.) Series A, 7.90% 11/1/98, 
(GNMA Coll.)    825  847  644618HX
NEW JERSEY - 0.5%
New Jersey Health Care Facs. Fing. Auth. Rfdg.
 (Atlantic City Med. Ctr.) Series C:
  6.55% 7/1/03    2,200  2,420  64579CLB
  6.80% 7/1/05    2,750  3,063  64579CLE
  5,483
NEW YORK - 11.1%
Metropolitan Trans. Auth. Trans. Facs. Rev.:
 Rfdg. Series 7:
  0% 7/1/08    6,030  2,646  592597G9
  0% 7/1/09    5,195  2,175  592597J6
  0% 7/1/11    7,590  2,808  592597K2
 Series B, 9.75% 7/1/95    3,825  3,997  592598AZ
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
NEW YORK - CONTINUED
New York City:
 Series B:
  7.50% 2/1/04   $ 6,000 $ 6,915  649652JZ
  5.60% 8/15/05    2,625  2,658  649653MM
  6.75% 10/1/06    7,440  8,091  649653LJ
 Series D, 5.70% 8/15/06    4,900  4,961  649653MT
 Series H, 7% 2/1/06    3,000  3,326  649653LA
 Short Rites Series C, 7.16027% 8/1/03 (a)    22,000  24,558  649652MT
 Sub-Series A-1, 5.70% 8/1/06    2,000  2,025  649653ML
 Unltd. Tax. Series B, 7.50% 2/1/05    2,620  3,036  649653JL
New York City Health & Hosp. Corp.:
Rev. Series A, 3.40% 2/15/94    8,490  8,490  649674AK
 2.649% 1/13/94, (AMBAC Insured)    3,000  3,000  649674BN
New York State Dorm. Auth. Rev.:
 Rfdg. (New York City Univ.):
  Series A, 5% 7/1/08, (MBIA Insured)    4,900  4,888  649834SR
  Series E, 5.60% 7/1/04, (FGIC Insured)    3,255  3,475  649834SC
 (New York City Univ. Sys. Consolidated): 
  Series D, 8.75% 7/1/02    2,700  3,372  649832JC
  2nd Series A, 5.60% 7/1/04, (FGIC Insured)    1,915  2,044  649834GQ
 (New York City Univ.) 2nd Series B, 6% 7/1/04, 
 (FGIC Insured)    5,000  5,481  649834SE
 Rfdg. (New York State Univ. Edl. Facs.):
  Series A, 5.50% 5/15/07, (FGIC Insured)    1,700  1,770  649834SF
  Series B:
   5.25% 5/15/04, (FGIC Insured)    11,750  12,205  649834RG
   5.25% 5/15/09    2,500  2,450  649834MZ
 (New York State Univ. Edl. Facs.): 
  Series A, 5.20% 5/15/06    3,000  2,970  649834VQ
  Series C:
   5.10% 5/15/03    3,980  3,980  649834VM
   5.20% 5/15/04    4,185  4,190  649834VN
New York State Local Gov't. Assistance Corp.:
 Rfdg. (Cap. Appreciation) Series C, 0% 4/1/13    6,510  2,287  649876JL
 Series D, 5.10% 4/1/07    2,150  2,145  649876KF
New York State Urban Dev. Corp. Rev. 5.30% 1/1/05    3,170  3,154  650033C3
  133,097
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
NORTH CAROLINA - 2.1%
North Carolina Eastern Muni. Pwr. Agcy. Pwr. Sys. Rev. Rfdg.: 
 Series A, 7.875% 1/1/02   $ 8,000 $ 9,590  658196JZ
 Series B, 7% 1/1/08    3,000  3,506  658196NW
 Series C, 5.25% 1/1/04    6,885  7,083  658196SS
North Carolina Muni. Pwr. Agcy. #1 Catawba Elec. Rev. Rfdg. 
6% 1/1/04    4,750  5,166  658203QD
  25,345
OHIO - 1.2%
Franklin County Rev. (Online Computer Library Ctr. Proj.): 
 Series 1991:
  6.50% 7/15/98    745  802  353202AT
  6.60% 7/15/99    895  974  353202AU
  6.70% 7/15/00    960  1,062  353202AV
  6.80% 7/15/01    800  895  353202AW
 5.65% 4/15/01    500  521  353202BH
 5.75% 4/15/02    1,030  1,078  353202BJ
 5.90% 4/15/04    500  523  353202BL
 6% 4/15/09    3,000  3,064  353202BM
Lake County Hosp. Impt. Facs. Rev. (Lake Hosp. Sys. Inc.) 
6.875% 8/15/11, (AMBAC Insured) (Escrowed 
to Maturity) (e)    3,800  4,546  509438DM
Montgomery County Wtr. Rev. Rfdg. (Greater Moraine 
Beavercreek) 5% 11/15/03, (AMBAC Insured)    1,050  1,090  613562FG
  14,555
OKLAHOMA - 4.2%
Grand River Dam Auth. Rev. Rfdg.:
 8% 6/1/02    2,890  3,566  386442PL
 5.50% 6/1/03    11,925  12,775  386442PC
 5.70% 6/1/05    12,000  12,975  386442PE
 5.875% 6/1/07    5,000  5,443  386442PG
Tulsa Ind. Auth. Hosp. Rev. (Tulsa Reg'l. Med. Ctr.):
Series A, 7.625% 6/1/06    12,000  13,440  899652BH
 7% 6/1/06    2,080  2,280  899652BV
  50,479
OREGON - 0.1%
Tri City Svc. Dist. Swr. Rfdg. 5% 9/1/02    1,620  1,693  895428BR
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
PENNSYLVANIA - 5.0%
Allegheny County:
Series C-34, 0% 2/15/02 (b)(d)   $ 26,000 $ 24,765  017285N9
 Hosp. Dev. Auth. Rev. (Southside Hosp.) Series A,
 8.50% 6/1/01    4,730  5,097  017289F8
Allentown Area Hosp. Auth. Rev. (Sacred Heart Hosp.) 
7.25% 7/1/96    2,425  2,534  018347DM
Delaware County Unltd. Tax Rfdg. 0% 11/15/03    5,500  3,417  246001QP
Northampton County Hosp. Auth. Rev. (Easton Hosp.) 
Series B, 6.90% 1/1/02    3,660  3,857  663542CH
Pennsylvania Gen. Oblig. Pub. School Bldg. Auth. Lease
Rev. Series BG, 8.10% 11/1/94    245  253  709205YX
Philadelphia Untld. Tax Rfdg. Series A, 5.10% 5/15/02, 
(FGIC Insured)    8,330  8,590  717812GK
Philadelphia Gas Wks. Rev. Rfdg. Fourteenth Series A, 
4.90% 7/1/96    3,415  3,479  717823LR
Philadelphia Hosp. & Higher Ed. Facs. Auth. Hosp. Rev. 
(Temple Univ. Hosp.) Series A:
 5.10% 11/15/96    2,245  2,301  717903QN
  5.40% 11/15/97    2,290  2,367  717903QQ
  5.75% 11/15/97    2,675  2,805  717903QU
  59,465
RHODE ISLAND - 0.2%
Rhode Island Student Loan Auth Student Loan Rev. Rfdg. 
Series A, 6.40% 12/1/99    2,340  2,513  762315AN
SOUTH CAROLINA - 0.1%
Aiken County Ind. Rev. Rfdg. (Beloit Corp. Proj.) 
7.60% 12/1/11    1,500  1,725  008760AX
TENNESSEE - 4.6%
Knox County Health Edl. & Hsg. Facs. Auth. Rev. (Sanders 
Alliance Hosp. Facs.) Series C, 7.25% 1/1/10, 
(MBIA Insured) (a)(f)    2,500  3,041  499523MN
Knox County Ind. Dev. Board Ind. Rev. Rfdg. (Station 82-4-B) 
0% 2/1/16, (Escrowed to Maturity) (e)    5,625  1,434  499530KR
Metropolitan Gov't. Nashville & Davidson County Wtr. & Swr. 
Rev. Rfdg. 0% 1/1/12, (FGIC Insured) (b)(d)    54,645  51,025  592098VM
  55,500
TEXAS - 10.3%
Austin Util. Sys. Rev.:
Rfdg. Series A:
 0% 11/15/01, (MBIA Insured)    15,000  10,425  0524734S
  0% 5/15/02, (MBIA Insured)    16,130  10,868  0524734U
 (Prior Lien) 9.90% 5/1/98    1,040  1,273  052473LV
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
TEXAS - CONTINUED
Dallas County Rfdg. Unltd. Tax Series A:
0% 8/15/05   $ 7,125 $ 4,026  2346495B
 0% 8/15/06    6,700  3,559  2346495D
 0% 8/15/07    3,605  1,798  2346495F
Harris County Gen. Oblig.:
Cap. Appreciation Rev. Rfdg. (Toll Road Subordinated Lien):
 Series 1991:
  0% 8/1/02    8,485  5,621  414003TC
   0% 8/1/03    12,570  7,856  414003TE
  0% 8/1/05    16,275  9,012  414003TG
  0% 8/1/06    13,000  6,760  414003TH
 Flood Cont. Dist. Rfdg. 0% 10/1/07    7,000  3,421  414018S7
Houston Wtr. & Swr. Sys. Rev. Rfdg. (Jr. Lien) 0% 12/1/15, 
(FGIC Insured) (Pre-Refunded to 12/1/00 @ 103) (b)(e)    36,000  35,775 
442436CW
Katy Independent School Dist. Gen. Oblig. Rfdg. Ltd. Tax
Series A, 0% 2/15/07, (PSF Guaranteed)    4,600  2,306  486062PR
Lewisville Independent School Dist. Gen. Oblig. Rfdg. 
0% 8/15/08, (PSF Guaranteed)    5,000  2,250  5288272D
Memorial Villages Wtr. Auth. 7% 9/1/00    2,285  2,385  586056BK
Northside Independent School Dist. Gen. Oblig. Rfdg.
0% 2/1/05, (PSF Guaranteed)    6,155  3,508  6670263N
Round Rock Independent School Dist. Rfdg. Unltd. Tax 
0% 2/15/07, (PSF Guaranteed)    7,645  3,832  779239L5
San Antonio Elec. & Gas Rev. Rfdg. Series B, 0% 2/1/09, 
(FGIC Insured)    10,000  4,450  7962528E
Spring Independent School Dist. Rfdg. Unltd. Tax 
0% 2/15/07, (PSF Guaranteed)    7,420  3,719  850000MZ
Texas Hsg. Agcy. Single Family Mtg. Rev. Series A, 
10.75% 9/1/96    55  57  882482EF
  122,901
UTAH - 4.9%
Intermountain Pwr. Agcy. Pwr. Supply Rev.:
 Rfdg. Series G, 0% 7/1/12, (Pre-Refunded to 
 1/1/03 @ 101) (b)(e)     17,000  14,896  458840LD
 Series 1985 B, 0% 7/1/11, (Pre-Refunded to 
 7/1/00 @ 101) (b)(d)(e)    33,470  36,482  458840GU
Salt Lake County Wtr. Conservancy Dist. Rev. (Cap. Appreciation) 
Series A, 0% 10/1/06, (AMBAC Insured)    3,500  1,816  795697CM
Utah Board of Regents Student Loan Series A, 
7.60% 11/1/00, (AMBAC Insured)    4,900  5,598  917546BL
  58,792
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
VIRGINIA - 0.0%
Louisa Ind. Dev. Auth. Poll. Cont. Rev. (Virginia Elec. & Pwr. 
Co. Proj.) 6.75% 5/1/06   $ 245 $ 245  546068AD
Virginia Hsg. Dev. Auth. Residential Mtg. (Single Family Mtg.) 
Series 1983 B, 0% 9/1/14    2,705  342  928136FA
  587
WASHINGTON - 5.4%
Washington Health Care Facs. Auth. Rev.
(Empire Health Ctr. Group) 3.25% 11/1/94, (MBIA Insured)    2,000  2,010 
939780Z6
Washington Pub. Pwr. Supply Sys.:
Nuclear Proj. #1 Rev.:
 Rfdg. Series C, 7.75% 7/1/03    1,000  1,210  939827MP
  Series A, 7% 7/1/08    3,000  3,514  939827QU
 Nuclear Proj. #2 Rev.:
  Rfdg.:
   Series A, 0% 7/1/06, (MBIA Insured)    12,875  6,743  939828QV
   Series C, 7.625% 7/1/10    10,000  11,763  939828MT
  Series A, 14.375% 7/1/01    2,000  2,968  939828KC
 Nuclear Proj. #3 Rev.:
  Rfdg. Series B:
   7.375% 7/1/04    7,100  8,201  939830JH
   0% 7/1/05, (MBIA Insured)    10,000  5,574  939830MA
   0% 7/1/07    11,000  5,376  939830GQ
   0% 7/1/10    16,000  6,380  939830HM
   0% 7/1/11    9,500  3,551  939830HN
  Series B, 0% 7/1/04, (MBIA Insured)    5,700  3,377  939830LU
  Series C, 7.50% 7/1/08, (MBIA Insured)    3,000  3,738  939830PV
  64,405
WISCONSIN - 0.7%
Beloit Ind. Dev. Rev. Rfdg. (Beloit Corp. Proj.) 7% 12/1/01    1,000  1,144 
080644AD
Milwaukee Met. Swr. Dist. Series A, 5.10% 9/1/94    3,500  3,557  602409AY
Wisconsin Hsg. & Econ. Dev. Auth. Homeownership Rev. 
Series A, 7.40% 9/1/07    3,265  3,461  976900D5
  8,162
TOTAL MUNICIPAL BONDS
(Cost $1,113,506)   1,190,732
MUNICIPAL NOTES (A) - 0.5% 
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
CONNECTICUT - 0.1%
Connecticut Spl. Assessment Unemployment Rev. 
Series 1993 B, 2.95%, LOC Industrial Bank of Japan, 
Mitsubishi Bank Ltd. Japan, VRDN   $ 1,700 $ 1,700  207756AR
UTAH - 0.4%
Utah Board of Regents Student Loan Rev. Series 1988 B, 
2.80%, (AMBAC Insured), BPA Swiss Bank, VRDN    4,500  4,500  917546BM
TOTAL MUNICIPAL NOTES
(Cost $6,200)   6,200
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $1,119,706)  $ 1,196,932
FUTURES CONTRACTS 
 AMOUNT IN THOUSANDS  EXPIRATION UNDERLYING FACE UNREALIZED
   DATE AMOUNT AT VALUE GAIN/(LOSS)
SELL 
70 U.S. Treasury 5-Year Note Contracts   March 1994 $ 7,762 $ 18
THE VALUE OF FUTURES CONTRACTS SOLD AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - .7%
SECURITY TYPE ABBREVIATIONS
VRDN - Variable Rate Demand Notes
LEGEND
1. The coupon rate shown on floating or adjustable rate securities
represents the rate at period end.
2. Debt obligation initially issued in zero coupon form which converts to
coupon form at a specified rate and date.
3. Security purchased on a delayed delivery basis (see Note 2 of Notes to
Financial Statements).
4. A portion of the security was pledged to cover margin requirements for
futures contracts and delayed delivery purchases. At the period end, the
value of securities pledged amounted to $18,671,000.
5. Security collateralized by an amount sufficient to pay interest and
principal.
6. Inverse floating rate security is a security where the coupon is
inversely indexed to a floating interest rate. The price will be more
volatile than the price of a comparable fixed rate security.
OTHER INFORMATION
The composition of long-term debt holdings as a percentage of total value
of investment in securities, is as follows (ratings are unaudited):
 MOODY'S S&P
 RATINGS RATINGS
Aaa, Aa, A 70.8% AAA, AA, A 73.9%
Baa 19.0% BBB  14.8%
Ba 0.0% BB  0.0%
B 0.0% B  0.0%
Caa 0.0% CCC  0.0%
Ca, C 0.0% CC, C  0.0%
  D  0.0%
The percentage not rated by either S&P or Moody's amounted to 2.6%.
The distribution of municipal securities by revenue source, as a percentage
of total value of investment in securities, is as follows:
General Obligation  21.4%
Electric Revenue  17.0
Health Care  16.7
Escrowed/Pre-Refunded  10.1
Others (individually less than 10%)  34.8
TOTAL  100.0%
INCOME TAX INFORMATION
At December 31, 1993, the aggregate cost of investment securities for
income tax purposes was $1,119,706,000. Net unrealized appreciation
aggregated $77,226,000, of which $78,854,000 related to appreciated
investment securities and $1,628,000 related to depreciated investment
securities. 
The fund hereby designates $5,145,000 as a capital gain dividend for the
purpose of the dividend paid deduction.
FINANCIAL STATEMENTS
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
<TABLE>
<CAPTION>
<S>                                                                  <C>        <C>           
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNTS) DECEMBER 31, 1993                             
 
ASSETS                                                               7.         8.            
 
9.Investment in securities, at value (cost $1,119,706)               10.        $ 1,196,932   
(Notes 1 and 2) - See accompanying schedule                                                   
 
11.Cash                                                              12.         575          
                                                                                              
 
13.Receivable for investments sold                                   14.         14,839       
Regular delivery                                                                              
 
15. Delayed delivery (Note 2)                                        16.         8,155        
 
17.Interest receivable                                               18.         14,126       
 
19.Receivable for daily variation on futures contracts               20.         3            
 
21. TOTAL ASSETS                                                     22.         1,234,630    
 
LIABILITIES                                                          23.        24.           
 
25.Payable for investments purchased                                 $ 14,357   26.           
Regular delivery                                                                              
 
27. Delayed delivery (Note 2)                                         14,085    28.           
 
29.Dividends payable                                                  6,181     30.           
 
31.Accrued management fee                                             393       32.           
 
33.Other payables and accrued expenses                                242       34.           
 
35. TOTAL LIABILITIES                                                36.         35,258       
 
37.NET ASSETS                                                        38.        $ 1,199,372   
 
39.Net Assets consist of:                                            40.        41.           
 
42.Paid in capital                                                   43.        $ 1,121,427   
 
44.Accumulated undistributed net realized gain (loss) on             45.         701          
investments                                                                                   
 
46.Net unrealized appreciation (depreciation) on:                    47.        48.           
 
49. Investment securities                                            50.         77,226       
 
51. Futures contracts                                                52.         18           
 
53.NET ASSETS, for 120,048 shares outstanding                        54.        $ 1,199,372   
 
55.NET ASSET VALUE, offering price and redemption price              56.         $9.99        
per share ($1,199,372 (divided by) 120,048 shares)                                            
 
</TABLE>
 
STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
<S>                                                        <C>       <C>         
AMOUNTS IN THOUSANDS YEAR ENDED DECEMBER 31, 1993                                
 
INVESTMENT INCOME                                          58.       $ 67,654    
57.Interest                                                                      
 
EXPENSES                                                   59.       60.         
 
61.Management fee (Note 4)                                 $ 4,805   62.         
 
63.Transfer agent, accounting and custodian fees and        1,695    64.         
expenses (Note 4)                                                                
 
65.Non-interested trustees' compensation                    5        66.         
 
67.Registration fees                                        123      68.         
 
69.Audit                                                    45       70.         
                                                                                 
 
71.Legal                                                    14       72.         
                                                                                 
 
73.Miscellaneous                                            15       74.         
 
75. TOTAL EXPENSES                                         76.        6,702      
 
77.NET INVESTMENT INCOME                                   78.        60,952     
 
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS         80.       81.         
(NOTE 1)                                                                         
79.Net realized gain (loss) on:                                                  
 
82. Investment securities                                   33,719   83.         
 
84. Futures contracts                                       1,526     35,245     
 
85.Change in net unrealized appreciation (depreciation)    86.       87.         
on:                                                                              
 
88. Investment securities                                   37,899   89.         
 
90. Futures contracts                                       (46)      37,853     
 
91.NET GAIN (LOSS)                                         92.        73,098     
 
93.NET INCREASE (DECREASE) IN NET ASSETS RESULTING         94.       $ 134,050   
FROM OPERATIONS                                                                  
 
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
<S>                                                         <C>                        <C>          
AMOUNTS IN THOUSANDS                                        YEARS ENDED DECEMBER 31,                
 
                                                            1993                       1992         
 
INCREASE (DECREASE) IN NET ASSETS                                                                   
 
95.Operations                                               $ 60,952                   $ 49,164     
Net investment income                                                                               
 
96. Net realized gain (loss) on investments                  35,245                     7,126       
 
97. Change in net unrealized appreciation (depreciation)     37,853                     8,581       
on                                                                                                  
 investments                                                                                        
 
98. NET INCREASE (DECREASE) IN NET ASSETS RESULTING          134,050                    64,871      
FROM OPERATIONS                                                                                     
 
99.Distributions to shareholders from:                       (60,952)                   (49,164)    
Net investment income                                                                               
 
100. Net realized gain                                       (26,367)                   (9,895)     
 
101. In excess of net realized gain                          (1,842)                    -           
 
102.                                                         (89,161)                   (59,059)    
TOTAL  DISTRIBUTIONS                                                                                
 
103.Share transactions                                       760,870                    697,485     
Net proceeds from sales of shares                                                                   
 
104. Reinvestment of distributions from:                     46,666                     37,147      
 Net investment income                                                                              
 
105.                                                         22,920                     8,089       
Net realized gain                                                                                   
 
106. Cost of shares redeemed                                 (651,877)                  (468,495)   
 
107.                                                         178,579                    274,226     
Net increase (decrease) in net assets resulting from                                                
share transactions                                                                                  
 
108.                                                         223,468                    280,038     
TOTAL INCREASE (DECREASE) IN NET ASSETS                                                             
 
NET ASSETS                                                  109.                       110.         
 
111. Beginning of period                                     975,904                    695,866     
 
112. End of period                                          $ 1,199,372                $ 975,904    
 
OTHER INFORMATION                                           114.                       115.         
113.Shares                                                                                          
 
116. Sold                                                    76,683                     72,686      
 
117. Issued in reinvestment of distributions from:           4,678                      3,879       
 Net investment income                                                                              
 
118.                                                         2,310                      846         
Net realized gain                                                                                   
 
119. Redeemed                                                (65,305)                   (48,857)    
 
120. Net increase (decrease)                                 18,366                     28,554      
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
<S>                               <C>                        <C>       <C>       <C>       <C>       
121.                              YEARS ENDED DECEMBER 31,                                           
 
122.                              1993                       1992      1991      1990      1989      
 
123.                                                         124.      125.      126.      127.      
 
128.SELECTED PER-SHARE DATA                                                                          
 
129.Net asset value, beginning    $ 9.600                    $ 9.520   $ 9.270   $ 9.310   $ 9.230   
of period                                                                                            
 
130.Income from Investment         .516                       .573      .603      .615      .617     
Operations                                                                                           
Net investment income                                                                                
 
131. Net realized and              .630                       .180      .400      .010      .080     
unrealized                                                                                           
 gain (loss) on investments                                                                          
 
132. Total from investment         1.146                      .753      1.003     .625      .697     
operations                                                                                           
 
133.Less Distributions             (.516)                     (.573)    (.603)    (.615)    (.617)   
From net investment income                                                                           
 
134. From net realized gain on     (.220)                     (.100)    (.150)    (.050)    -        
 investments                                                                                         
 
135. In excess of net realized     (.020)                     -         -         -         -        
gain on                                                                                              
 investments                                                                                         
 
136. Total distributions           (.756)                     (.673)    (.753)    (.665)    (.617)   
 
137.Net asset value, end of       $ 9.990                    $ 9.600   $ 9.520   $ 9.270   $ 9.310   
period                                                                                               
 
138.TOTAL RETURN                   12.24%                     8.17%     11.19%    6.97%     7.83%    
 
139.RATIOS AND SUPPLEMENTAL                                                                          
DATA                                                                                                 
 
140.Net assets, end of period     $ 1,199                    $ 976     $ 696     $ 468     $ 442     
(in millions)                                                                                        
 
141.Ratio of expenses to           .57%                       .64%      .68%      .67%      .66%     
average net assets                                                                                   
 
142.Ratio of net investment        5.19%                      5.94%     6.41%     6.63%     6.70%    
income to average net assets                                                                         
 
143.Portfolio turnover rate        111%                       50%       42%       72%       55%      
 
</TABLE>
 
NOTES TO FINANCIAL STATEMENTS
For the period ended December 31, 1993
 
 
1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Limited Term Municipals (the fund) is a fund of Fidelity School
Street Trust (the trust) (formerly Fidelity Limited Term Municipals) and is
authorized to issue an unlimited number of shares. The trust is registered
under the Investment Company Act of 1940, as amended (the 1940 Act), as an
open-end management investment company organized as a Massachusetts
business trust. The following summarizes the significant accounting
policies of the fund:
SECURITY VALUATION. Securities are valued based upon a computerized matrix
system and/or appraisals by a pricing service, both of which consider
market transactions and dealer-supplied valuations. Short-term securities
maturing within sixty days are valued either at amortized cost or original
cost plus accrued interest, both of which approximate current value.
Securities for which quotations are not readily available through the
pricing service are valued at their fair value as determined in good faith
under consistently applied procedures under the general supervision of the
Board of Trustees.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes all of its taxable income for its fiscal
year. The schedule of investments includes information regarding income
taxes under the caption "Income Tax Information."
INTEREST INCOME. Interest income, which includes amortization of premium
and accretion of original issue discount, is accrued as earned.
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned between the
funds in the trust.
DISTRIBUTIONS TO SHAREHOLDERS.
Dividends are declared daily and paid monthly from net interest income.
Distributions to shareholders from realized capital gains on investments,
if any, are recorded on the ex-dividend date.
Income and capital gain distributions are determined in accordance with
income tax regulations which may differ from generally accepted accounting
principles. These differences are primarily due to differing treatments for
futures and options transactions and losses deferred due to wash sales. The
fund also utilized earnings and profits distributed to shareholders on
redemption of shares as a part of the dividends paid deduction for income
tax purposes. Permanent book and tax basis differences relating to
shareholder distributions will result in reclassifications to paid in
capital.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
CHANGE IN ACCOUNTING FOR DISTRIBUTIONS TO SHAREHOLDERS. Effective January
1, 1993, the fund adopted Statement of Position 93-2: Determination,
Disclosure, and Financial Statement Presentation of Income, Capital Gain,
and Return of Capital Distributions by Investment Companies. As a result,
the fund changed the classification of distributions to shareholders to
better disclose the differences between financial statement amounts and
distributions determined in accordance with income tax regulations.
Accordingly, amounts as of December 31, 1992 have been reclassified to
reflect a decrease in paid in capital of $5,335,000 and a decrease in
accumulated net realized loss on investments of $5,335,000.
2. OPERATING POLICIES.
DELAYED DELIVERY TRANSACTIONS. The fund may purchase or sell securities on
a when-issued or forward commitment basis. Payment and delivery may take
place a month or more after the date of the transaction. The price of the
underlying securities and the date when the securities will be delivered
and paid for are fixed at the time the transaction is negotiated. The fund
identifies securities as segregated in its custodial records with a value
at least equal to the amount of the purchase commitment.
FUTURES CONTRACTS AND OPTIONS. The fund may invest in futures contracts and
write options. These investments involve, to varying degrees, elements of
market risk and risks in excess of the amount recognized in the Statement
of Assets and Liabilities. The face or contract amounts reflect the extent
of the involvement the fund has in the particular classes of instruments.
Risks may be caused by an imperfect correlation between movements in the
price of the instruments and the price of the underlying securities and
interest rates. Risks also may arise if there is an illiquid secondary
market for the instruments, or due to the inability of counterparties to
perform.
Futures contracts are valued at the settlement price established each day
by the board of trade or exchange on which they are traded. Options traded
on an exchange are valued using the last sale price or, in the absence of a
sale, the last offering price. Options traded over-the-counter are valued
using dealer-supplied valuations.
3. PURCHASES AND SALES OF INVESTMENTS. 
Purchases and sales of securities, other than short-term securities,
aggregated $1,449,100,000 and $1,256,524,000, respectively.
The market value of futures contracts opened and closed amounted to
$347,894,000 and $349,749,000, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES. 
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a monthly
fee computed daily and paid monthly, based on the fund's gross income at
the rate of 5% of the gross income and .15% of average net assets. Gross
income includes interest accrued less amortization of premium excluding
accretion of discount. For the period, the management fee was equivalent to
an annual rate of .41% of average net asset.
The Board of Trustees approved a reduction in the management fee from .15%
to .10% of average net assets which FMR voluntarily implemented on July 1,
1993.
DISTRIBUTION AND SERVICE PLAN. Pursuant to the Distribution and Service
Plan (the Plan), and in accordance with Rule 12b-1 of the 1940 Act, FMR or
the fund's distributor, Fidelity Distributors Corporation (FDC), an
affiliate of FMR, may use their resources to pay administrative and
promotional expenses related to the sale of the fund's shares. Subject to
the approval of the Board of Trustees, the Plan also authorizes payments to
third parties that assist in the sale of the fund's shares or render
shareholder support services. FMR or FDC has informed the fund that
payments made to third parties under the Plan amounted to $49,000 for the
period.
TRANSFER AGENT AND ACCOUNTING FEES. United Missouri Bank, N.A. (the Bank)
is the custodian and transfer and shareholder servicing agent for the fund.
The Bank has entered into a sub-contract with Fidelity Service Co. (FSC),
an affiliate of FMR, under which FSC performs the activities associated
with the fund's transfer and shareholder servicing agent and accounting
functions. The fund pays transfer agent fees based on the type, size,
number of accounts and number of transactions made by shareholders. FSC
pays for typesetting, printing and mailing of all shareholder reports,
except proxy statements. The accounting fee is based on the level of
average net assets for the month plus out-of-pocket expenses. For the
period, FSC received transfer agent and accounting fees amounting to
$1,289,000 and $380,000, respectively. 
REPORT OF INDEPENDENT ACCOUNTANTS
 
 
To the Trustees of Fidelity School Street Trust (formerly Fidelity Limited
Term Municipals) and the Shareholders of Fidelity Limited Term Municipals:
We have audited the accompanying statement of assets and liabilities of
Fidelity School Street Trust: Fidelity Limited Term Municipals, including
the schedule of portfolio investments, as of December 31, 1993, and the
related statement of operations for the year then ended, the statement  of
changes in net assets for each of the two years in the period then ended
and the financial highlights for each of the five years in the period then
ended. These financial statements and financial highlights are the
responsibility of the fund's management. Our responsibility is to express
an opinion on these financial statements and financial highlights based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of December 31, 1993 by correspondence with the
custodian and brokers. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of Fidelity School Street Trust: Fidelity Limited Term Municipals as of
December 31, 1993, the results of its operations for the year then ended,
the changes in its net assets for each of the two years in the period then
ended, and the financial highlights for each of the five years in the
period then ended, in conformity with generally accepted accounting
principles.
COOPERS & LYBRAND
Boston, Massachusetts
February 4, 1994
TO CALL FIDELITY
 
 
FOR FUND INFORMATION AND QUOTES
The Fidelity Telephone Connection offers you special automated telephone 
services for quotes and balances. The  services are easy to use,
confidential and quick. All you need is a Touch  Tone telephone.
YOUR PERSONAL IDENTIFICATION NUMBER 
(PIN)
The first time you call one of our automated telephone services, we'll ask
you
to set up your Personal Identification
Number (PIN).  The PIN assures that
only you have automated telephone
access to your account information.
Please have your Customer Number
(T-account #) handy when you call --
you'll need it to establish your PIN. If
you would ever like to change your PIN, just choose the "Change your
Personal
Identification Number" option when
you call. If you forget your PIN, please
call a Fidelity representative at 1-800-
544-6666 for assistance.
 
 
 
 
(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC
(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)MUTUAL FUND QUOTES*
1-800-544-8544
Just make a selection from this record-ed menu:
PRESS
 For quotes on funds you own.
1.
 For an individual fund quote.
2.
 For the ten most frequently 
requested Fidelity fund quotes.
3.
 For quotes on Fidelity Select 
Portfolios.(Registered trademark)
4.
 To change your Personal 
Identification Number (PIN).
5.
 To speak with a Fidelity 
representative. 
6.
(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC
(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)MUTUAL FUND ACCOUNT
BALANCES 1-800-544-7544
Just make a selection from this record-
ed menu:
PRESS
 For balances on funds you own.
1.
 For your most recent fund activity
(purchases, redemptions, and 
dividends).
2.
 To change your Personal 
Identification Number (PIN).
3.
 To speak with a Fidelity 
representative.
4.
* WHEN YOU CALL THE QUOTES LINE, PLEASE REMEMBER THAT A FUND'S YIELD AND
RETURN WILL 
VARY AND, EXCEPT FOR MONEY MARKET FUNDS, SHARE PRICE WILL ALSO VARY. THIS
MEANS THAT 
YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. THERE IS NO
ASSURANCE THAT 
MONEY MARKET FUNDS WILL BE ABLE TO MAINTAIN A STABLE $1 SHARE PRICE; AN
INVESTMENT IN 
A MONEY MARKET FUND IS NOT INSURED OR GUARANTEED BY THE U.S. GOVERNMENT.
TOTAL 
RETURNS ARE HISTORICAL AND INCLUDE CHANGES IN SHARE PRICE, REINVESTMENT OF
DIVIDENDS 
AND CAPITAL GAINS, AND THE EFFECTS OF ANY SALES CHARGES. FOR MORE
INFORMATION ON ANY 
FIDELITY FUND INCLUDING MANAGEMENT FEES AND CHARGES, CALL 1-800-544-8888
FOR A FREE 
PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST OR SEND MONEY.
TO VISIT FIDELITY
 
 
For directions and hours, 
please call 1-800-544-9797.
ARIZONA
7373 N. Scottsdale Road
Scottsdale, AZ
CALIFORNIA
851 Hamilton Avenue
Campbell, CA
527 North Brand Boulevard
Glendale, CA
19100 Von Karman Avenue
Irvine, CA
10100 Santa Monica Blvd.
Los Angeles, CA
811 Wilshire Boulevard
Los Angeles, CA
251 University Avenue
Palo Alto, CA
1760 Challenge Way
Sacramento, CA
7676 Hazard Center Drive
San Diego, CA
455 Market Street
San Francisco, CA
1400 Civic Drive
Walnut Creek, CA
COLORADO
1625 Broadway
Denver, CO
CONNECTICUT
185 Asylum Street
Hartford, CT
265 Church Street
New Haven, CT
300 Atlantic Street
Stamford, CT
DELAWARE
222 Delaware Avenue
Wilmington, DE
FLORIDA
4400 N. Federal Highway
Boca Raton, FL
2249 Galiano Street
Coral Gables, FL
4090 N. Ocean Boulevard
Ft. Lauderdale, FL
4001 Tamiami Trail, North
Naples, FL
32 West Central Boulevard
Orlando, FL
2401 PGA Boulevard
Palm Beach Gardens, FL
8065 Beneva Road
Sarasota, FL
2000 66th Street, North
St. Petersburg, FL
GEORGIA
3525 Piedmont Road, N.E.
Atlanta, GA
1000 Abernathy Road
Atlanta, GA
HAWAII
700 Bishop Street
Honolulu, HI
ILLINOIS
215 East Erie Street
Chicago, IL
One North Franklin
Chicago, IL
540 Lake Cook Road
Deerfield, IL
1415 West 22nd Street
Oak Brook, IL
1700 East Golf Road
Schaumburg, IL
LOUISIANA
201 St. Charles Avenue
New Orleans, LA
MAINE
3 Canal Plaza
Portland, ME
MARYLAND
1 West Pennsylvania Ave.
Towson, MD
7401 Wisconsin Avenue
Bethesda, MD
MASSACHUSETTS
470 Boylston Street
Boston, MA
21 Congress Street
Boston, MA
25 State Street
Boston, MA
300 Granite Street
Braintree, MA
101 Cambridge Street
Burlington, MA
416 Belmont Street
Worcester, MA
MICHIGAN
280 North Woodward Ave.
Birmingham, MI
26955 Northwestern Hwy.
Southfield, MI
MINNESOTA
38 South Sixth Street
Minneapolis, MN
MISSOURI
700 West 47th Street
Kansas City, MO
200 North Broadway
St. Louis, MO
NEW JERSEY
60B South Street
Morristown, NJ
501 Route 17, South
Paramus, NJ
505 Millburn Avenue
Short Hills, NJ
NEW YORK
1050 Franklin Avenue
Garden City, NY
999 Walt Whitman Road
Melville, L.I., NY
71 Broadway
New York, NY
350 Park Avenue
New York, NY
10 Bank Street
White Plains, NY
NORTH CAROLINA
2200 West Main Street
Durham, NC
OHIO
600 Vine Street
Cincinnati, OH
1903 East Ninth Street
Cleveland, OH
28699 Chagrin Boulevard
Woodmere Village, OH
OREGON
121 S.W. Morrison Street
Portland, OR
PENNSYLVANIA
1735 Market Street
Philadelphia, PA
439 Fifth Avenue
Pittsburgh, PA
TENNESSEE
5100 Poplar Avenue
Memphis, TN
TEXAS
10000 Research Boulevard
Austin, TX
7001 Preston Road
Dallas, TX
1155 Dairy Ashford
Houston, TX
1010 Lamar Street
Houston, TX
2701 Drexel Drive
Houston, TX
400 East Las Colinas Blvd.
Irving, TX
14100 San Pedro
San Antonio, TX
UTAH
175 East 400 South Street
Salt Lake City, UT
VERMONT
199 Main Street
Burlington, VT
VIRGINIA
8300 Boone Boulevard
Vienna, VA
WASHINGTON
411 108th Avenue, N.E.
Bellevue, WA
1001 Fourth Avenue
Seattle, WA
WASHINGTON, DC
1775 K Street,  N.W.
Washington, DC
WISCONSIN
222 East Wisconsin Avenue
Milwaukee, WI
 
TO WRITE FIDELITY
 
 
Please locate the address that is closest to you. We'll give your
correspondence immediate attention and send you written confirmation upon
completion of your request. Please send ALL correspondence about retirement
accounts to Dallas. 
(LETTER_GRAPHIC)(LETTER_GRAPHIC)(LETTER_GRAPHIC)MAKING CHANGES
TO YOUR ACCOUNT
(such as changing name, address, bank, etc.)
Fidelity Investments
P.O. Box 2269
Boston, MA 02107-2269
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
Fidelity Investments
P.O. Box 30280
Salt Lake City, UT 84130-0280
(LETTER_GRAPHIC)(LETTER_GRAPHIC)(LETTER_GRAPHIC)FOR NON-RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
Additional Payments
P.O. Box 2656
Boston, MA 02293-0656
Fidelity Investments
Additional Payments
P.O. Box 620024
Dallas, TX 75262-0024
Fidelity Investments
Additional Payments
P.O. Box 31455
Salt Lake City, UT 84131-0455
OVERNIGHT EXPRESS
Fidelity Investments
Additional Payments
World Trade Center
164 Northern Avenue
Boston, MA 02210
SELLING SHARES
Fidelity Investments
P.O. Box 193
Boston, MA 02103-0878
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
Fidelity Investments
P.O. Box 30281
Salt Lake City, UT 84130-0281
OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions
World Trade Center
164 Northern Avenue
Boston, MA 02210
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 193
Boston, MA 02101-0193
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
(LETTER_GRAPHIC)(LETTER_GRAPHIC)(LETTER_GRAPHIC)FOR RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 620024
Dallas, TX 75262-0024
SELLING SHARES
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA
OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
David Murphy, Vice President
Gary L. French, Treasurer
John H. Costello, Assistant Treasurer
Arthur S. Loring, Secretary
BOARD OF TRUSTEES
J. Gary Burkhead
Ralph F. Cox *
Phyllis Burke Davis *
Richard J. Flynn *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
Edward H. Malone *
Gerald C. McDonough *
Thomas R. Williams *
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Co.
Boston, MA
CUSTODIAN
United Missouri Bank, N.A.
Kansas City, MO
(logo)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
FIDELITY TAX-FREE BOND FUNDS
Aggressive Tax-Free
California Tax-Free High Yield
California Tax-Free Insured
High Yield Tax-Free
Insured Tax-Free
Limited Term Municipals
Massachusetts Tax-Free High Yield
Michigan Tax-Free High Yield
Minnesota Tax-Free
Municipal Bond
New York Tax-Free High Yield
New York Tax-Free Insured
Ohio Tax-Free High Yield
Spartan(Registered trademark) Aggressive Municipal
Spartan California Municipal High Yield
Spartan Connecticut Municipal High Yield
Spartan Florida Municipal Income
Spartan Intermediate Municipal
Spartan Maryland Municipal Income
Spartan Municipal Income
Spartan New Jersey Municipal High Yield
Spartan New York Municipal High Yield
Spartan Pennsylvania Municipal High Yield
Spartan Short-Intermediate Municipal
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Account Balances  1-800-544-7544
Exchanges/Redemptions  1-800-544-7777
Mutual Fund Quotes   1-800-544-8544
Account Assistance 1-800-544-6666
Product Information 1-800-544-8888
Retirement Accounts 1-800-544-4774 
 (8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
 for the deaf and hearing impaired
 (9 a.m. - 9 p.m. Eastern time)
* INDEPENDENT TRUSTEES
 AUTOMATED LINES FOR QUICKEST SERVICE

 
 
 
EXHIBIT 24(A)(3)
(2_FIDELITY_LOGOS)
 
SPARTAN(Registered trademark)    
BOND STRATEGIST
 
ANNUAL REPORT
DECEMBER 31, 1993 
CONTENTS
 
 
PRESIDENT'S MESSAGE      3    Ned Johnson on minimizing taxes.         
 
PERFORMANCE              4    How the fund has done over time.         
 
FUND TALK                7    The manager's review of fund             
                              performance, strategy, and outlook.      
 
INVESTMENT CHANGES       10   A summary of major shifts in the         
                              fund's investments over the last six     
                              months.                                  
 
INVESTMENTS              11   A complete list of the fund's            
                              investments with their market value.     
 
FINANCIAL STATEMENTS     43   Statements of assets and liabilities,    
                              operations, and changes in net           
                              assets, as well as financial             
                              highlights.                              
 
NOTES TO FINANCIAL       47   Footnotes to the financial               
STATEMENTS                    statements.                              
 
REPORT OF INDEPENDENT    50   The auditor's opinion.                   
ACCOUNTANTS                                                            
 
 
THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE SUBMITTED FOR
THE GENERAL 
INFORMATION OF THE SHAREHOLDERS OF THE FUND. THIS REPORT IS NOT AUTHORIZED
FOR 
DISTRIBUTION TO PROSPECTIVE INVESTORS IN THE FUND UNLESS PRECEDED OR
ACCOMPANIED BY 
AN EFFECTIVE PROSPECTUS. NEITHER THE FUND NOR FIDELITY DISTRIBUTORS
CORPORATION IS A 
BANK, AND FUND SHARES ARE NOT BACKED OR GUARANTEED BY ANY BANK OR INSURED
BY THE 
FDIC.
PRESIDENT'S MESSAGE
 
 
 
DEAR SHAREHOLDER:
Once the new year begins, many people start reviewing their finances and
calculating their tax bills. No one wants to pay more taxes than they have
to. But a recent survey of 500 U.S. households, conducted by Fidelity and
Yankelovich Partners, showed that few people have taken steps to reduce
their taxes under the new legislation. Many were not even aware that the
new tax laws were retroactive to January 1993. 
Whether or not you're someone whose tax bill will increase as a result of
these changes, it may make sense to consider ways to keep more of what you
earn.
First, if your employer offers a 401(k) or 403(b) retirement savings plan,
consider enrolling. These plans are set up so you can make regular
contributions - 
before taxes - to a retirement savings plan. They offer a disciplined
savings strategy, the ability to accumulate earnings tax-deferred, and
immediate tax savings. For example, if you earn $40,000 a year and
contribute 7% of your salary to your 401(k) plan, your annual contribution
is $2,800. That reduces your taxable income to $37,200 and, if you're in
the 
28% tax bracket, saves you $784 in federal taxes. In addition, you pay no
taxes on any earnings until withdrawal. 
It may be a good idea to contact your benefits office as soon as possible
to find out when you can enroll or increase your contribution. Most
employers allow employees to make changes only a few times each year. 
Second, consider an IRA. Many people are eligible to make an IRA
contribution (up to $2,000) that is fully tax deductible. That includes
people who are not covered by company pension plans, or those within
certain income brackets. Even if you don't qualify for a fully deductible
contribution, any IRA earnings will grow tax-deferred until withdrawal. 
Third, consider adding to your tax-free investments, either municipal bonds
or municipal bond funds. Often these can provide higher after-tax yields
than comparable taxable investments. For example, if you're in the new 36%
federal income tax bracket and invest $10,000 in a taxable investment
yielding 7%, you'll pay $252 in federal taxes and receive $448 in income.
That same $10,000 invested in a tax-free bond fund yielding 5.5% would
allow you to keep $550 in income. 
These are three investment strategies that could help lower your tax bill
in 1994. If you're interested in learning more, please call us at
1-800-544-8888 or visit a Fidelity Investor Center. 
Wishing you a prosperous new year,
Edward C. Johnson 3d, Chairman
PERFORMANCE: THE BOTTOM LINE
 
 
There are several ways to evaluate a fund's historical performance. You can
look at the total percentage change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. Each figure
includes changes in a fund's share price, plus reinvestment of any
dividends (or income) and capital gains (the profits the fund earns when it
sells bonds that have grown in value). You can also look at the fund's
income.
CUMULATIVE TOTAL RETURNS
PERIODS ENDED DECEMBER 31, 1993          PAST 1   PAST 5   PAST 10   
                                         YEAR     YEARS    YEARS     
 
High Yield Tax-Free                      11.92%   62.80%   179.57%   
 
Lehman Brothers Municipal Bond Index     11.09%   61.12%   182.71%   
 
Average High Yield Municipal Bond Fund   11.00%   56.08%   226.94%   
 
Consumer Price Index                     2.68%    21.20%   44.07%    
 
CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - one, five, or ten years. For example, if you invested
$1,000 in a fund that had a 5% return over the past year, you would end up
with $1,050. You can compare these figures to the performance of the Lehman
Brothers Municipal Bond Index - a broad gauge of the municipal bond market.
To measure how the fund stacked up against its peers, you can look at the
average high yield municipal bond fund, which reflects the perform-ance of
31 high yield municipal bond funds tracked by Lipper Analytical Services.
Both benchmarks include reinvested dividends and capital gains, if any.
Comparing the fund's performance to the consumer price index helps show how
your fund did compared to inflation.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED NOVEMBER 30, 1993          PAST 1   PAST 5   PAST 10   
                                         YEAR     YEARS    YEARS     
 
High Yield Tax-Free                      11.92%   10.24%   10.83%    
 
Lehman Brothers Municipal Bond Index     11.09%   10.01%   10.95%    
 
Average High Yield Municipal Bond Fund   11.00%   9.27%    11.37%    
 
Consumer Price Index                     2.68%    3.92%    3.72%     
 
AVERAGE ANNUAL TOTAL RETURNS take the fund's actual (or cumulative) return
and show you what would have happened if the fund had performed at a
constant rate each year. 
$10,000 OVER 10 YEARS
 
 
 
            High Yield       Muni Bond
   11/30/83      10000.00        10000.00
   12/31/83      10118.11        10012.50
   01/31/84      10442.79        10377.46
   02/29/84      10322.81        10272.95
   03/31/84      10406.92        10286.00
   04/30/84      10333.80        10301.84
   05/31/84       9534.59         9690.12
   06/30/84       9965.22         9900.49
   07/31/84      10504.87        10413.24
   08/31/84      10636.80        10646.81
   09/30/84      10568.14        10575.26
   10/31/84      10713.96        10707.98
   11/30/84      10856.69        10865.60
   12/31/84      11121.07        11069.22
   01/31/85      11644.88        11708.25
   02/28/85      11511.94        11416.24
   03/31/85      11611.69        11514.77
   04/30/85      11922.81        11936.21
   05/31/85      12326.49        12350.51
   06/30/85      12495.70        12480.07
   07/31/85      12604.48        12504.53
   08/31/85      12571.62        12417.25
   09/30/85      12403.02        12292.70
   10/31/85      12857.01        12713.85
   11/30/85      13246.53        13169.90
   12/31/85      13500.97        13285.66
   01/31/86      14149.97        14068.19
   02/28/86      14658.47        14625.99
   03/31/86      14772.29        14630.67
   04/30/86      14720.23        14641.79
   05/31/86      14536.26        14403.42
   06/30/86      14689.10        14540.83
   07/31/86      14794.04        14629.09
   08/31/86      15515.40        15284.04
   09/30/86      15496.74        15322.40
   10/31/86      15819.24        15587.02
   11/30/86      16056.49        15895.80
   12/31/86      16052.58        15851.92
   01/31/87      16449.50        16329.23
   02/28/87      16642.48        16409.57
   03/31/87      16515.99        16235.62
   04/30/87      15401.47        15420.92
   05/31/87      15288.19        15344.43
   06/30/87      15546.55        15794.95
   07/31/87      15744.74        15956.05
   08/31/87      15818.13        15991.96
   09/30/87      15075.32        15402.33
   10/31/87      15024.85        15456.86
   11/30/87      15342.12        15860.43
   12/31/87      15597.26        16090.57
   01/31/88      16140.07        16663.72
   02/29/88      16342.95        16839.85
   03/31/88      15953.64        16643.67
 
 
 
 
 
 
   04/30/88      16070.41        16770.16
   05/31/88      16186.94        16721.69
   06/30/88      16380.62        16966.33
   07/31/88      16550.25        17076.95
   08/31/88      16626.58        17091.98
   09/30/88      16992.37        17401.34
   10/31/88      17318.93        17708.48
   11/30/88      17172.79        17546.27
   12/31/88      17503.74        17725.77
   01/31/89      17750.67        18092.34
   02/28/89      17643.27        17885.90
   03/31/89      17679.64        17843.15
   04/30/89      18250.12        18266.75
   05/31/89      18636.18        18646.15
   06/30/89      18817.27        18899.37
   07/31/89      18954.42        19156.59
   08/31/89      18870.33        18969.04
   09/30/89      18789.79        18912.14
   10/31/89      18986.54        19142.86
   11/30/89      19337.20        19477.87
   12/31/89      19498.00        19637.58
   01/31/90      19292.54        19545.29
   02/28/90      19545.15        19719.24
   03/31/90      19567.26        19725.16
   04/30/90      19215.29        19583.13
   05/31/90      19745.47        20010.05
   06/30/90      19956.34        20186.14
   07/31/90      20265.28        20482.87
   08/31/90      20054.47        20185.87
   09/30/90      20205.77        20197.98
   10/31/90      20474.33        20563.56
   11/30/90      21059.66        20976.89
   12/31/90      21150.25        21069.19
   01/31/91      21425.73        21351.52
   02/28/91      21559.84        21537.28
   03/31/91      21629.21        21545.89
   04/30/91      21925.13        21832.45
   05/31/91      22118.23        22026.76
   06/30/91      22119.41        22004.73
   07/31/91      22440.74        22273.19
   08/31/91      22638.98        22567.20
   09/30/91      22819.93        22860.57
   10/31/91      23034.49        23066.32
   11/30/91      23084.77        23130.90
   12/31/91      23302.66        23628.22
   01/31/92      23541.87        23682.56
   02/29/92      23590.05        23689.67
   03/31/92      23613.16        23699.14
   04/30/92      23838.94        23910.06
   05/31/92      24067.74        24192.20
   06/30/92      24401.47        24598.63
   07/31/92      25027.51        25336.59
   08/31/92      24694.40        25088.29
   09/30/92      24760.70        25251.37
 
 
 
 
 
 
   10/31/92      24348.43        25003.90
   11/30/92      24980.29        25451.47
   12/31/92      25250.78        25711.08
   01/31/93      25604.17        26009.33
   02/28/93      26546.47        26950.86
   03/31/93      26354.15        26665.18
   04/30/93      26604.83        26934.50
   05/31/93      26759.24        27085.34
   06/30/93      27153.01        27537.66
   07/31/93      27162.44        27573.46
   08/31/93      27752.66        28146.99
   09/30/93      28154.02        28467.86
   10/31/93      28183.68        28521.95
   11/30/93      27956.82        28270.96
$10,000 OVER 10 YEARS:  Let's say you invested $10,000 in Fidelity High
Yield Tax-Free Portfolio on November 30, 1983. As the chart shows, by
November 30, 1993, the value of your investment would have grown to $27,957
- - a 179.57% increase on your initial investment. For comparison, look at
how the Lehman Brothers Municipal Bond index did over the same period. With
dividends reinvested, the same $10,000 would have grown to $28,271 - a
182.71% increase.
 
UNDERSTANDING
PERFORMANCE
How a fund did yesterday is 
no guarantee of how it will do 
tomorrow. Bond prices, for 
example, move in the 
opposite direction of interest 
rates. In turn, the share price, 
return, and yield of a fund 
that invests in bonds will vary. 
That means if you sell your 
shares during a market 
downturn, you might lose 
money. But if you can ride out 
the market's ups and downs, 
you may have a gain.
(checkmark)
INCOME
YEARS ENDED NOVEMBER 30,   1993   1992   1991   1990   1989   
 
Income return 6.33% 6.69% 7.11% 7.31% 7.69%
 
Capital gain returns 1.58% 1.28% 1.87% 3.09% 0.08%
 
Change in share price 4.01% 0.24% 0.64% -1.49% 4.83%
 
Total return 11.92% 8.21% 9.62% 8.91% 12.60%
 
Income returns, capital gain returns, and changes in share price are all
part of a bond fund's total return. An income return reflects the dividends
paid by the fund. A capital gain return reflects the amount paid by the
fund to shareholders based on the profits it has from selling bonds that
have grown in value. Both returns assume the dividends or gains are
reinvested. Changes in the fund's share price include changes in the prices
of the bonds owned by the fund.
DIVIDENDS AND YIELD
PERIODS ENDED NOVEMBER 30, 1993   PAST 30   PAST 6         PAST 1         
                                  DAYS      MONTHS         YEAR           
 
Dividends per share               n/a       37.99(cents)   76.36(cents)   
 
Annualized dividend rate          n/a       2.86%          5.84%          
 
Annualized yield                  5.34%     n/a            n/a            
 
Tax-equivalent yield              8.34%     n/a            n/a            
 
Dividends per share show the income paid by the fund for a set period. If
you annualize this number, based on an average share price of $13.27 over
the past six months and $13.07 over the past year, you can compare the
fund's income over these two periods. The 30-day annualized yield is a
standard formula for all funds based on the yields of the bonds in the
fund, averaged over the past 30 days. This figure shows you the yield
characteristics of the fund's investments at the end of the period. It also
helps you compare funds from different companies on an equal basis. The
tax-equivalent yield shows what you would have to earn on a taxable
investment to equal the fund's tax-free yield, if you're in the 36% federal
tax bracket.
FUND TALK: THE MANAGER'S OVERVIEW
 
 
 
MARKET RECAP  
Generally, interest rates fell 
during the year ended November 
30, 1993. As a result, bond prices 
rose and most fixed-income 
investors -  including those in 
tax-free bonds - enjoyed 
attractive returns. The period 
began amid expectations of 
higher interest rates to come. 
This was based on signs that the 
economic recovery was finally 
taking hold, as well as uncertainty 
over the spending plans of the 
president-elect. But as President 
Clinton promised to tackle the 
deficit and fight inflation, the bond 
market signaled its approval. The 
yield on the benchmark 30-year 
Treasury bond declined steadily 
and reached an historic low of 
5.79% in mid-October. By the end 
of the period, as inflation fears 
returned, the 30-year bond was 
yielding 6.30%. Two factors 
affected tax-free bonds 
specifically: on the positive side, 
higher federal taxes - discussed 
all year and approved in August 
- - boosted demand. At the same 
time, record new issuance kept 
supplies high, which somewhat 
dampened prices. Overall during 
the period, tax-free bonds 
performed well compared to other 
fixed-income investments. The 
Lehman Brothers Municipal Bond 
Index - a broad measure of the 
tax-free bond market - rose 
11.09%. By comparison, the 
Lehman Brothers Aggregate 
Bond Index - which tracks 
investment-grade taxable bonds 
- - rose only 10.89%, due in part 
to relatively poor performance by 
mortgage-backed securities.
An interview with Anne Punzak,
Portfolio Manager of Fidelity 
High Yield Tax-Free Portfolio
Q. ANNE, HOW DID THE FUND DO?
A. For the 12 months ended November 30, 1993, the fund had a total return
of 11.92%. That outpaced the average high yield municipal bond fund which
returned 11.00% over the same period, according to Lipper Analytical
Services.
Q. WHY DID THE FUND BEAT THE 
AVERAGE?
A. It had a longer duration than many other funds of this type. That meant
its price could rise more as interest rates fell, which is what happened
over the past year. At the end of November the fund's duration was 8.1
years mainly due to its fairly large stake - nearly 45% on November 30 - in
bonds with maturities of 20 years or more. As interest rates fell, it paid
to invest in bonds with longer maturities since they appreciated more than
shorter-term bonds. 
Q. SINCE TAKING OVER THE FUND IN OCTOBER, HAVE YOU MADE ANY CHANGES?
A. A few. I've begun to shift the focus in terms of particular state bonds
the fund owns. For example, recently I've started to increase the fund's
investments in California bonds because I think the state's economy may
have hit bottom. Also, I expect to gradually pare back to about half the
number of individual bonds the fund currently holds. 
Q. MUNICIPAL RATING AGENCIES HAVE  RECENTLY EXPRESSED CONCERN ABOUT 
ELECTRIC UTILITY BONDS. ARE YOU WORRIED ABOUT HOW THE FUND'S 19% STAKE IN
THEM WILL BE AFFECTED?
A. No, because the rating agencies have singled out investor-owned electric
utilities as being at risk. Even though the fund has invested in some very
strong investor-owned utilities, I stick mainly to public electric
utilities. Investor-owned electric utilities are having to compete with one
another for large, industrial customers. But public electric utilities,
which serve primarily residential customers, tend to have their own
franchise and don't face much competition. I'm optimistic about public
electric utility bonds because they typically provide attractive yields and
should become scarce once refinancings are completed. That's because there
were major expansion programs during the '80s, which means there's little
need for future bond issues to help fund new plants. The scarcity could
help push prices up. I look for electric utilities with high ratings and
strong management teams.
Q. WHAT ABOUT THE FUND'S 27.9% STAKE IN HEALTH-CARE BONDS - WILL IT BE HURT
BY PRESIDENT CLINTON'S HEALTH-CARE REFORM PROPOSALS?
A. I don't believe so. In fact, I think that some hospitals could actually
benefit from health-care reform, especially those located in growing
suburban areas with strong HMO relationships that have done a good job
managing costs. Reform could also spur a number of consolidations within
the sector, which might offer some opportunities. For example, I'm most
interested in smaller, lower-rated hospitals that could benefit from being
taken over by a larger, higher-rated hospital. The acquired hospital's
bonds would assume the higher-rating of its acquirer. If the acquired
hospital's bonds were upgraded, the bonds could appreciate.
Q. HOW WOULD HIGH-YIELD BONDS WITHSTAND RISING INTEREST RATES?
A. I think they could do better than lower-yielding bonds for two reasons.
First, the return on a bond is based on its yield, or income return, and
its price return. When interest rates rise, bond prices tend to drop. But
because high-yield bonds offer high income return, they probably wouldn't
be as negatively affected as bonds that paid lower yields. Second, a period
of higher interest rates is often connected to bond holders' fears that the
economy is speeding up. Improvements in the economy, however, tend to
improve the credit quality of high yield bonds, which would be a positive
for prices. But I don't expect interest rates to rise, or for that matter,
fall much over the next six months.
Q. SO WHAT CAN INVESTORS EXPECT OVER THE NEXT 12 MONTHS?
A. Probably more modest returns. Over the past year bond investors have
enjoyed double digit returns. But going forward, I think they may see
returns more in line with historical averages. Even so, I expect tax-exempt
bonds to do better than taxable bonds, because the effects of higher taxes
could increase demand for municipals. Combine that with a dwindling supply
of tax-free bonds, and you have what's typically a positive environment for
municipals.
FUND FACTS
GOAL: to provide high current 
income exempt from federal 
income tax
START DATE: December 1, 1977
SIZE: as of November 30, 
1993, over $2.1 billion
MANAGER: Anne Punzak, 
since October 1, 1993; 
manager, Fidelity Aggressive 
Tax-Free Portfolio, since 
January 1986; Fidelity Insured 
Tax-Free Portfolio, since 
October 1989; Spartan 
Aggressive Municipal Bond 
Fund, since April 1993; 
Spartan Florida Tax-Free 
Fund, since March 1992
(checkmark)
ANNE PUNZAK'S ECONOMIC 
OUTLOOK:
"Although the U.S. economy 
is still limping along, it's 
healthier than it was a year 
ago. Inflation, which when 
rising can cause interest rates 
to rise, appears to be in 
check. Two early inflationary 
signs - commodity prices 
and wages - haven't shown 
any real evidence of 
rebounding. To me, that 
signals that inflation could 
hold steady for some time. 
Even though economic 
growth has picked up a little in 
this country, inflation hasn't 
risen. A low growth, low 
inflation environment is 
usually positive for bonds."
(bullet)  Nearly half of the fund's 
investments were concentrated 
in two sectors with 28% in 
health care bonds, and 19% in 
electric utility bonds.
(bullet)  Although the fund invests 
primarily in long-term, 
investment grade (Baa or 
above) bonds, up to one-third 
of its assets may be in lower 
quality bonds. At the end of 
November, about 7% of the 
fund's assets were Ba-rated 
or below.
DISTRIBUTION
The Board of Trustees of 
Fidelity High Yield Tax-Free 
Portfolio voted to pay on 
December 20, 1993, to 
shareholders of record at the 
opening of business on 
December 17, 1993, and on 
January 3, 1994 to 
shareholders of record at the 
opening of business on 
December 31, 1993, a 
distribution of $.20 and $.30, 
respectively, derived from 
capital gains realized from 
sales of portfolio securities.
INVESTMENT CHANGES
 
 
TOP FIVE STATES AS OF DECEMBER 31, 1993 
                % OF FUND'S    % OF FUND'S    
                INVESTMENTS    INVESTMENTS    
                               6 MONTHS AGO   
 
Massachusetts   10.4           12.2           
 
Colorado        9.8            9.6            
 
Texas           5.2            4.5            
 
Pennsylvania    4.9            3.2            
 
Michigan        4.5            4.2            
 
TOP FIVE SECTORS AS OF DECEMBER 31, 1993 
                         % OF FUND'S    % OF FUND'S    
                         INVESTMENTS    INVESTMENTS    
                                        6 MONTHS AGO   
 
Health Care              27.9           27.3           
 
Electric Revenue         19.1           20.5           
 
General Obligation       10.7           11.4           
 
Industrial Development   7.1            6.2            
 
Special Tax              6.9            4.1            
 
AVERAGE YEARS TO MATURITY AS OF DECEMBER 31, 1993 
               6 MONTHS AGO   
 
Years   19.3   19.5           
 
AVERAGE YEARS TO MATURITY SHOWS THE AVERAGE TIME UNTIL THE PRINCIPAL OF THE
BONDS IN THE FUND IS EXPECTED TO BE REPAID, WEIGHTED BY DOLLAR AMOUNT.
DURATION AS OF DECEMBER 31, 1993 
               6 MONTHS AGO    
 
Years    8.1    7.8            
 
DURATION SHOWS HOW MUCH A BOND'S PRICE FLUCTUATES WITH CHANGES IN INTEREST
RATES. IF RATES RISE 1%, FOR EXAMPLE, THE SHARE PRICE OF A FUND WITH A
FIVE-YEAR DURATION WILL FALL 5%.
QUALITY DIVERSIFICATION AS OF NOVEMBER 30, 1993
(MOODY'S RATINGS) 
 Aaa 26.2%
 Aa, A 35.6%
 Baa 16.4%
 Ba or B 7.2%
 Non-rated 11.9%
Row: 1, Col: 1, Value: 11.9
Row: 1, Col: 2, Value: 7.2
Row: 1, Col: 3, Value: 16.4
Row: 1, Col: 4, Value: 35.6
Row: 1, Col: 5, Value: 26.2
THIS CHART EXCLUDES SHORT-TERM INVESTMENTS. WHERE MOODY'S RATINGS ARE NOT
AVAILABLE, WE HAVE USED S&P RATINGS.
INVESTMENTS NOVEMBER 30, 1993
 
 
 
Showing Percentage of Total Value of Investments in Securities 
 
 
MUNICIPAL BONDS - 97.2 %
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
ALABAMA - 1.6%
Alabama Bldg. Renovation Fin. Auth. Rev. 
7.45% 9/1/11  A $ 3,000 $ 3,424  010237AU
Alabama Mental Health Fin. Auth. Spl. Tax 
7.375% 5/1/09  A  3,000  3,360  010316AV
Alabama Spl. Care Facs. Fing. Auth. Mobile 
Hosp. Rev. (Daughters of Charity Providence) 
10.125% 6/1/15  Aa  700  778  01040TAC
Birmingham Jefferson Civic Ctr. Auth. Spl. Tax 
(Cap. Outlay) 7.25% 1/1/12  A  5,875  6,411  091156EY
Cullman Med. Park South Med. Clinic Board 
Rev. (Cullman Reg'l. Med. Ctr.) Series A:
 6.50% 2/15/13  Baa  4,000  4,040  230043AL
  6.50% 2/15/23  Baa  7,000  7,044  230043AM
McIntosh Ind. Dev. Board Poll. Cont. Rev. 
(Ciba-Geigy Corp.) 6% 8/1/07  -  2,665  2,655  581177AB
Shelby County Series S, 7.40% 8/1/07  -  5,000  5,393  821515EG
  33,105
ALASKA - 0.5%
North Slope Borough Rfdg.:
Unltd. Tax Series G, 8.35% 6/30/98  Baa1  4,000  4,595  662523NR
Series B, 0% 1/1/03, (MBIA Insured)  Aaa  9,000  5,715  662523RR
  Series C, 10.20% 6/30/94  Baa1  475  492  662523LP
  10,802
ARIZONA - 2.9%
Arizona Univ. Med. Ctr. Corp. Hosp. Rev. Rfdg. 
5% 7/1/13, (MBIA Insured)  Aaa  1,000  949
Chandler Cap. Appreciation Rfdg.:
0% 7/1/04, (FGIC Insured)  Aaa  5,700  3,320  158843KK
  0% 7/1/05, (FGIC Insured)  Aaa  5,700  3,121  158843KL
 0% 7/1/06, (FGIC Insured)  Aaa  5,700  2,928  158843KM
  0% 7/1/07, (FGIC Insured)  Aaa  5,700  2,757  158843KN
  0% 7/1/08, (FGIC Insured)  Aaa  1,700  774  158843KP
  0% 7/1/09, (FGIC Insured)  Aaa  2,000  855  158843KQ
Maricopa County Ind. Dev. Auth. Hosp. Facs. 
Rev. Rfdg. (Samaritan Health Svcs.) Series A, 
7% 12/1/16, (MBIA Insured)  Aaa  2,000  2,380  566820GU
Maricopa County Poll. Cont. Corp. Poll. Cont. 
Rev. (Pub. Svc. Co. New Mexico - Palo Verde) 
7.75% 11/1/09  Ba2  7,165  7,756  566854AG
Phoenix Rfdg. Series A, 5.25% 7/1/12  Aa  8,000  7,800  718814CZ
Phoenix Str. & Hwy. User Rev. Rfdg. (Jr. Lien) 
Series A:
 0% 7/1/12, (FGIC Insured)  Aaa  5,000  1,719  718867MV
  0% 7/1/13, (FGIC Insured)  Aaa  4,850  1,558  718867MW
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
ARIZONA - CONTINUED
Pima County Ind. Dev. Auth. Ind. Rev. Rfdg. 
(Lease Oblig.) (Irvington Proj. Tucson Elec. Pwr. 
Co.) Series A, 7.25% 7/15/10, (FSA Insured)  Aaa $ 5,000 $ 5,581  721774DA
Pima County Metropolitan Domestic Wtr. Impt. 
Dist. Spl. Assessment Wtr. Rev. 6.20% 1/1/09, 
(FGIC Insured)  Aaa  1,260  1,331  72178EAR
Salt River Proj. Agric. Impt. Pwr. & Dist. Elec. Sys. 
Rev. Series A, 5.70% 1/1/12  Aa  8,775  8,775  795747CP
Tucson & Pima County Ind. Dev. Auth. Single 
Family Mtg. Rev. (Verex Mtg. Assurance, Inc.) 
9.375% 2/1/14  BB-  4,145  4,285  898700DH
Tucson Wtr. Rev. Rfdg.:
Series A, 5.75% 7/1/18  A1  2,400  2,436  898796YL
 5.50% 7/1/14  A1  3,450  3,403  898796ZA
  61,728
ARKANSAS - 1.4%
Arkansas Dev. Fin. Auth. Rev. (Cap. Asset) 
Series B, 7.10% 3/1/08  A  4,500  4,995  04108REQ
Arkansas Dev. Fin. Auth. Health Care Facs. Rev. 
Rfdg. (Sisters Mercy Health Sys.) Series A, 
5% 6/1/13  Aa  3,000  2,835  04108VAS
Arkansas Dev. Fin. Auth. Wastewtr. Rev. 
(Revolving Loan Fund) Series A, 7% 6/1/14, 
(MBIA Insured)  Aaa  2,900  3,357  041086BW
Arkansas Univ. Rev. (Trustee) 7.20% 12/1/10  A  1,250  1,422  914083BT
Baxter County Hosp. Rev. Rfdg. & Impt. 
7.50% 9/1/21  Baa  4,000  4,385  071808EY
Conway Elec. Sys. Rev. 5.70% 8/1/09  A  3,000  3,071  212582BH
Fayetteville Pub. Facs. Board Rev. Rfdg. 
(Butterfield Trail Village Proj.) Series A, 
9.50% 9/1/14  -  2,200  2,393  312670AK
North Little Rock Elec. Rev. Rfdg. Series A: 
6.50% 7/1/10, (MBIA Insured)  Aaa  3,840  4,382  660546DV
 6.50% 7/1/15, (MBIA Insured)  Aaa  1,000  1,156  660546DX
Pulaski County Health Facs. Board Rev. Rfdg. 
(Sisters Charity Nazareth Corp.) 
6.05% 11/1/09, (MBIA Insured)  Aaa  2,290  2,416  74539QBS
Pulaski County Hosp. Rev. Rfdg. (Arkansas 
Children's Hosp. Proj.) 10.125% 3/1/15  A-  800  859  745392BJ
  31,271
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
CALIFORNIA - 2.8%
California Gen. Oblig. 4.75%, 9/1/23  Aa $ 5,000 $ 4,394  130627BZ
California Pub. Wks. Board Lease Rev. (California 
Univ. Proj.) Series A, 5.50% 6/1/10  A1  2,500  2,488  13068GRE
California Statewide Cmmty. Dev. Auth. Rev. 
Ctfs. of Prtn. 5.80%, 5/1/13  A+  5,000  4,994  130909GV
Culver City Redev. Fing. Auth. Rev. Rfdg. Tax 
Allocation 4.60%, 11/1/20, (AMBAC Insured)  Aaa  5,000  4,350  230341BM
Del Norte County Pub. Wks. Rev. Rfdg. (Dept. 
of Corrections) 5.125%, 12/1/08  A1  3,500  3,399  13068GSY
Duarte Redev. Agcy. Tax Allocation (Huntington 
Drive-PH 2 Redev. Proj.) 9.25% 11/1/10, 
(Pre-Refunded to 11/1/95 @ 102)   -  1,380  1,551  263590BQ
Industry Urban Ind. Dev. Agcy. Rfdg. 
(Civic Recreational Proj. #1) Series A, 
7.375% 5/1/12  -  1,000  1,083  456567MG
Los Angeles County Metropolitan Trans. Auth. 
(Sales Tax Rev. Sr.) Series B, 4.75% 7/1/13,
(AMBAC Insured)  Aaa  5,000  4,588  544712BP
Metropolitan Wtr. Dist. Southern California 
Wtrwks. 5.50% 7/1/13  Aa  9,000  8,910  592663LH
Northern Pwr. Agcy. Pub. Pwr. Rev. Rfdg. 
(Geothermal Proj. #3) Series A, 
5.80% 7/1/09  A  1,000  1,025  664843RZ
Orange County Dev. Agcy. Tax Allocation 
(Santa Ana Heights Proj.) 6% 9/1/15  Baa1  2,800  2,779  684246CA
Oxnard Fing. Auth. Wastewtr. Rev. Rfdg. 
5.50% 6/1/14, (FGIC Insured)  Aaa  1,250  1,239  691874AS
Sacramento City Fing. Auth. (Cap. Appreciation 
Tax Allocation Comb. Proj.) Series B, 
0% 11/1/06, (MBIA Insured)  Aaa  2,810  1,422  785849BG
San Joaquin Hills Trans. Corridor Agcy. Toll. 
Road Rev. (Sr. Lien):
 0% 1/1/17  -  3,500  700  798111AU
  0% 1/1/19  -  20,000  3,475  798111AH
Sequoia Hosp. Dist. Rev. 5.375% 8/15/23  A  5,000  4,594  817393CA
University of California Rev. Rfdg. (Multiple Purp. 
Projs.) Series C:
 5.125% 9/1/13, (AMBAC Insured)  Aaa  2,000  1,904  914113SM
  5.25% 9/1/16, (AMBAC Insured)  Aaa  6,500  6,272  914113SP
  59,167
COLORADO - 9.8%
Adams County Poll. Cont. Rev. Rfdg. (Pub. Svc. 
Co. Colorado Proj.) Series A, 5.875% 4/1/14, 
(MBIA Insured)  Aaa  2,750  2,857  005620AL
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
COLORADO - CONTINUED
Arvada Sales & Use Tax Rev. Rfdg. & Impt. 
6.25% 12/1/12, (FGIC Insured)  Aaa $ 4,000 $ 4,255  043229AV
Auraria Higher Ed. Ctr. Rev. (Student Fee) 
Series B, 6.50% 11/1/16, (AMBAC Insured)  Aaa  2,500  2,713  051533HX
Aurora Wtr. Rfdg. 4.75% 11/1/14  A1  3,540  3,266  051555T4
Avon Metropolitan Dist. Gen. Oblig. Rfdg. & 
Impt. (Colorado Eagle Co.) Series 1990: 
 8% 11/1/00  -  1,295  1,429  054028EN
  8.30% 11/1/10  -  2,505  2,809  054028EP
Boulder Larimer & St. Weld Counties Vrain Valley 
School Dist. Rfdg. 6% 12/15/10, 
(MBIA Insured)  Aaa  1,500  1,581  101565RC
Colorado Board Agric. Rev. Rfdg. & Impt. 
(Colorado Univ. Auxiliary Facs.) 
6.40% 3/1/11, (MBIA Insured)  Aaa  2,000  2,173  196695GW
Colorado Health Facs. Auth. Rev.:
(Commty. Provider Pooled Loan) Series A, 
 7.25% 7/15/17, (Cap. Guaranty Insured)  Aaa  1,878  2,155  196473E8
  (Hosp. North Colorado Med. Ctr.):
 5.95% 5/15/12, (MBIA Insured)  Aaa  1,400  1,482  196473Y8
  6% 5/15/20, (MBIA Insured)  Aaa  3,000  3,150  196473Y9
 (Hosp. - Swedish Med. Ctr.) Series A:
 7.25% 10/1/08  A  7,200  7,902  196473ZL
  7.50% 10/1/20  A  10,000  11,100  196473ZM
  6.80% 1/1/23  A  7,000  7,525  196473N3
 (PSL Health Care Sys. Proj.) Series A:
 6.75% 2/15/13  Baa  7,750  7,973  1964732C
  7.25% 2/15/16, (FSA Insured)  Aaa  8,000  9,180  196473C2
  8.50% 2/15/21  Baa  6,250  7,148  196473C5
  6.875% 2/15/23  Baa  500  518  1964732D
 (Rocky Mountain Adventist) 6.625% 2/1/22  Baa  16,500  16,748  1964732M
 (Sisters of Charity Health Care Sys.) Series A, 
 6.25% 5/15/12, (AMBAC Insured)  Aaa  2,000  2,218  196473W3
Colorado Postsecondary Edl. Facs. Auth. Rev. 
Rfdg. (Denver Univ.) 6.25% 3/1/12, 
(Connie Lee Insured)  AAA  2,700  2,842  196547DE
Colorado Springs Arpt. Rev. (Cap. Appreciation) 
Series C:
 0% 1/1/02  BBB  1,550  961  196612AZ
  0% 1/1/04  BBB  1,530  826  196612BD
  0% 1/1/09  BBB  1,655  627  196612BN
  0% 1/1/10  BBB  1,500  529  196612BP
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
COLORADO - CONTINUED
Colorado Univ. Hosp. Auth. Hosp. Rev. Series A:
6.25% 11/15/12, (AMBAC Insured)  Aaa $ 4,000 $ 4,314  914173AL
 6.40% 11/15/22, (AMBAC Insured)  Aaa  2,000  2,170  914173AM
Colorado Univ. Rev.:
(Biomedical Research Bldg. Proj.) 7% 6/1/09  A+  5,725  6,440  914182E2
 (Research Bldg. Revolving Fund) 
 6.125% 6/1/12, (MBIA Insured)  Aaa  1,330  1,410  914182W4
Colorado Wtr. Resources Pwr. Dev. Auth. Clean 
Wtr. Rev. Series A, 7% 9/1/12  Aa  2,500  2,822  196797BY
Denver City & County Arpt. Rev. Series A: 
7.50% 11/15/06  Baa1  6,500  7,353  249181JQ
  7.50% 11/15/12  Baa1  10,000  11,163  249181JR
 7.25% 11/15/25  Baa1  11,300  12,374  249181JS
Denver City & County Ind. Dev. Rev. (Denver 
Univ. Prog.) Series 1991, 7.50% 3/1/11  BBB  1,450  1,626  249188CZ
Fort Collins Storm Drain Rev. 6.625% 12/1/11  A1  1,000  1,081  347128BB
Fraser Ind. Dev. Rev. (Safeway Stores, Inc. Proj.) 
10.25% 12/1/03  BB-  1,120  1,152  355472AG
Jefferson County Ctfs. of Prtn.:
6.65% 12/1/08, (MBIA Insured)  Aaa  3,000  3,323  472723DQ
 7.125% 12/1/10, (MBIA Insured)  Aaa  250  286  472723CW
Jefferson County School Dist. #R-001, 
6% 12/15/12, (AMBAC Insured)  Aaa  8,490  8,968  472736XB
Jefferson County Single Family Mtg. Rev. 
Series 1991 A, 8.875% 10/1/13, 
(MBIA Insured)  Aaa  710  771  472744BW
La Plata County School Dist. #9-R Durango:
6.55% 11/1/13, (FGIC Insured)  Aaa  2,000  2,205  503768EW
 6.60% 11/1/17, (FGIC Insured)  Aaa  1,600  1,764  503768EX
Lafayette Wtr. Rfdg. & Impt. Series B, 
6.25% 12/1/12, (AMBAC Insured)  Aaa  2,000  2,155  506048GE
Larimer County School Dist. #R-1 Poudre Impt. 
Unltd. Tax:
 6.50% 12/15/11  A  5,000  5,438  517138PA
  6.15% 12/15/16  A  2,500  2,625  517138PB
Logan County Health Care Facs. Rev. (Western 
Health Network) 5.75% 1/1/08, 
(MBIA Insured)  Aaa  500  523  540627AX
Morgan County Co. Poll. Cont. Rev. Rfdg. 
(1st Mtg. Pub. Svc. Co.) Series A, 
5.50% 6/1/12, (MBIA Insured)  Aaa  3,750  3,783  617100AH
Mountain Village Metropolitan Dist. San. 
Miguel County Rfdg. 8.10% 12/1/11  -  2,000  2,200  624506CN
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
COLORADO - CONTINUED
Platte River Pwr. Auth. Pwr. Rev. Rfdg. Series BB, 
6.125% 6/1/14  Aa $ 1,875 $ 1,969  727818BK
Poudre Valley Hosp. Dist. Hosp. Rev. 
6.625% 12/1/11, (AMBAC Insured)  Aaa  4,500  4,978  738581AT
Reg'l. Trans. Dist. Sales Tax Rev. Rfdg. & Impt. 
6.25% 11/1/12, (FGIC Insured)  Aaa  2,955  3,172  759136DL
South Suburban Park & Recreation Dist. Rfdg. &
 Impt. Unltd. Tax 6.25% 2/15/13, 
(AMBAC Insured)  Aaa  2,000  2,142  840480CC
Thorton Sales & Use Tax Rev. Series A, 
6.25% 9/1/12, (FGIC Insured)  Aaa  3,000  3,228  885285DV
Vail Sales Tax Rev. Rfdg. & Impt. Series B, 
6.125% 12/1/12, (MBIA Insured)  Aaa  1,185  1,251  918789BU
  206,653
CONNECTICUT - 0.7%
Connecticut Dev. Auth. Health Care Rfdg. 
(Duncaster, Inc. Proj.) 6.75% 9/1/15  Aa3  1,225  1,323  207901BD
Connecticut Dev. Auth. Solid Waste & Elec. Rev. 
(Ogden Martin Sys. Bristol, Inc.) 
10% 7/1/14  BBB+  6,000  6,660  207908AR
Connecticut Health & Edl. Facs. Auth. Rev. 
(New Britain Mem. Hosp.) Series A, 
7.50% 7/1/06  BBB-  5,000  5,400  207742PC
Norwalk Hsg. Auth. Mtg. Rev. (Monterey Village) 
Series 1985 B, Section 8, 9% 11/1/99  BBB  2,195  2,299  668868BE
  15,682
DELAWARE - 0.1%
Delaware Health Facs. Auth. Rev. Rfdg. 
(Kent Gen. Hosp. Proj.) 5.25% 7/1/13,
(MBIA Insured)  Aaa  3,000  2,850  246388GZ
DISTRICT OF COLUMBIA - 0.3%
District of Columbia Hosp. Rev. (Hosp. for 
Sick Children) Series A, 8.875% 1/1/21  -  6,000  6,720  254764BS
FLORIDA - 2.9%
Dade County Health Facs. Auth. Hosp. Rev. 
(South Shore Hosp. & Med. Ctr.) Series A, 
7.60% 8/1/24, (FHA Guaranteed)  AA+  905  1,008  233904KP
Hillsborough County Port Dist. Port Rev. 
Series 1984 A, 11% 6/1/94    785  797  432326CU
Jacksonville Health Facs. Auth. Hosp. Rev. Rfdg. 
(Methodist Hosp. Proj.) Series A, 8% 10/1/06  -  2,250  2,199  469404HE
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
FLORIDA - CONTINUED
Jacksonville Health Facs. Ind. Dev. Rev. (Cypress 
Village Proj.) (Nat'l. Benevolent Assoc.) 
7% 12/1/22  Baa1 $ 2,000 $ 2,132  46940HBA
Tampa Cap. Impt. Prog. Rev.:
Series A, 8.25% 10/1/18  Aa  10,000  11,088  875148AL
 Series B, 8.375% 10/1/18  A-  40,000  44,250  875148AV
  61,474
GEORGIA - 0.8%
Atlanta Arpt. Facs. Rev. 6.30%, 1/1/07  A  2,500  2,525  047793AM
Atlanta Board of Ed. Ctfs. of Prtn. Rfdg.
2.85% 6/1/94, (FGIC Insured)  Aaa  2,705  2,702  047801AT
Atlanta Wtr. & Swr. Auth. Rev. 4.50% 1/1/18  Aa  9,000  7,886  047861KH
Brunswick Wtr. & Swr. Rev. Rfdg. & Impt. 
6.10% 10/1/19, (MBIA Insured)  Aaa  1,500  1,622  117151FF
Savannah Port Auth. Poll. Cont. Rev. (Continental 
Group, Inc. Proj.) 9.875% 3/1/00  Ba2  2,000  2,025  804863AW
  16,760
GUAM - 0.1%
Guam Gov't. Ltd. Oblig. Hwy. Ltd. Tax Series A, 
6.25% 5/1/07, (Cap. Guaranty Insured)  Aaa  1,500  1,624  40065DBC
HAWAII - 0.4%
Hawaii Gen. Oblig. Rfdg. Series CI, 
4.75% 11/1/09  Aa  7,000  6,554  419779NU
Honolulu City & County Rfdg. & Impt. Series B, 
5.50% 10/1/11  Aa  3,000  3,030  438669PT
  9,584
IDAHO - 0.9%
Boise City Independent School Dist. Rev. 
5.40% 7/30/14 (AMBAC Insured)  Aaa  3,590  3,577  097437KG
Boise Univ. Rev. Rfdg. & Impt. (Student Union & 
Hsg. Sys.):
  6.30% 4/1/15, (MBIA Insured)  Aaa  800  860  097464JX
  5.25% 4/1/17, (MBIA Insured)  Aaa  1,000  970  097464KN
Boise Urban Renewal Parking Agcy. Rev. (Tax 
Increment) Series A, B, C, 8.125% 9/1/15  A  2,600  2,863  097463CE
Idaho Falls Elec. Rfdg.:
0% 4/1/06, (FGIC Insured)  Aaa  4,000  2,070  451182FC
 0% 4/1/12, (FGIC Insured)  Aaa  1,100  393  451182FJ
 0% 4/1/13, (FGIC Insured)  Aaa  7,150  2,422  451182FK
Idaho Health Facs. Auth. Rev. Rfdg. (Magic 
Valley Reg'l. Med. Ctr.) 5.50% 12/1/07, 
(AMBAC Insured)  Aaa  3,525  3,622  451295LH
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
IDAHO - CONTINUED
Idaho Univ. Rev. (Student Facs. Fee) 
6.30% 4/1/10  A $ 2,500 $ 2,659  451470HB
  19,436
ILLINOIS - 3.8%
Chicago O'Hare Int'l. Arpt. Rev. Rfdg. (Sr. Lien) 
Series A, 5% 1/1/12  A1  10,000  9,363  167592LP
 Chicago O'Hare Int'l. Arpt. Spl. Facs. Rev. Rfdg.:
(Delta Airlines, Inc.) 6.45% 5/1/18  Ba3  1,750  1,750  167590BX
 (United Airlines, Inc.) Series 1984 B, 
 8.85% 5/1/18  Baa1  655  760  167590BN
Chicago Rfdg. Series B, 5% 1/1/11, 
(AMBAC Insured)  Aaa  2,000  1,895  1674833W
Chicago Single Family Mtg. Rev. 
7.125% 7/1/09, (Escrowed to Maturity) (b)   A1  2,755  2,765  167685AW
Cook County Series A, 5.375% 11/15/12,
(MBIA Insured)  Aaa  2,500  2,419  213183WR
Grayslake Multi-Family Hsg. Rev. (Country Squire 
Apts.) 9.50% 12/1/25, (FHA Guaranteed)  AA-  2,430  2,503  389649BD
Illinois Health Facs. Auth. Rev:
Rfdg. (Lutheran Gen. Health Sys.) Series C:
 7% 4/1/14  A  1,500  1,674  45200KXP
  6% 4/1/18  A  3,000  3,000  45200KXT
 Rfdg. (OSF Healthcare Sys.) 6% 11/15/13  A1  5,000  5,013  45200KA2
 (Hinsdale Hosp.) Series C, 9.50% 11/15/19, 
 (Pre-Refunded to 11/15/00 @ 102) (b)  Baa1  3,220  4,093  45200KSU
 (Mem. Hosp.) :
 6.875% 5/1/00  BBB  1,700  1,768  45200KNY
  7.125% 5/1/10  BBB  4,000  4,210  45200KNZ
  7.25% 5/1/22  BBB  4,000  4,215  45200KQD
Lake County Forest Preserve Dist. Unltd. Tax (Cap. 
Appreciation):
 0% 12/1/07  Aa  10,440  4,881  508354FR
  0% 12/1/08  Aa  12,505  5,487  508354FS
Metropolitan Pier & Exposition Auth. Dedicated 
Tax Rev. (McCormick Place Expansion Proj.):
 Series A:
  0% 6/15/07, (FGIC Insured) (c)  Aaa  4,800  4,236
   0% 6/15/09, (FGIC Insured)  Aaa  18,175  7,520  592247CQ
  0% 6/15/10, (FGIC Insured)  Aaa  5,000  1,938  592247CR
  0% 6/15/16, (FGIC Insured) (c)  Aaa  11,820  7,445  592247CU
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
ILLINOIS - CONTINUED
Northwest Suburban Muni. Joint Action Wtr. 
Agcy. Wtr. Supply Sys. Rev. Series A, 
5.90% 5/1/15, (MBIA Insured)  Aaa $ 2,000 $ 2,060  667806FG
  78,995
INDIANA - 1.1%
Fishers Econ. Dev. Rev. (1st Mtg. United Student 
Funds, Inc.) 8.375% 9/1/14  -  1,250  1,330  338035BK
Indiana Univ. Rev. Rfdg. (Student Fee) Series H, 
0% 8/1/09, (AMBAC Insured)  Aaa  17,000  6,906  455167SB
Indianapolis Econ. Dev. Rev. Rfdg. & Impt. 
(Nat'l. Benevolent Assoc.) 7.625% 10/1/22  Baa1  3,000  3,266  455261PQ
Indianapolis Local Pub. Impt. Bond Bank Rfdg.
Series D:
 6.75% 2/1/14  A+  4,000  4,440  455280QP
  6.75% 2/1/20  A+  6,000  6,398  455280QV
  22,340
KANSAS - 0.4%
Kansas City Util. Sys. Rev. Rfdg. & Impt. 
(Cap. Appreciation) 0% 9/1/10, 
(AMBAC Insured)  Aaa  6,690  2,576  484790FS
Kansas Dept. Trans. Hwy. Rev. Series A, 
6% 9/1/12  Aa  3,000  3,128  485424BH
Wichita Hosp. Rev. Rfdg. & Impt. (St. Francis II 
Reg'l. Med. Ctr.) Series A3, 6.25% 10/1/10, 
(MBIA Insured)  Aaa  2,500  2,712  967250NJ
  8,416
KENTUCKY - 1.8%
Boone County Poll. Cont. Rev. Rfdg. (Dayton Pwr. 
& Lt. Co.) Series A, 6.50% 11/15/22  A2  2,000  2,145  098792AG
Danville Multi-City Lease Rev. (Shelbyville) 
Series H, 6.70% 7/1/11, (MBIA Insured)  Aaa  2,430  2,712  236672GV
Henderson Elec. Lt. & Pwr. Rev. Rfdg. 
5.70% 3/1/03  A  2,050  2,055  425092DF
Hopkins County Hosp. Rev. (Trover Clinic 
Foundation, Inc.) 6.625% 11/15/11, 
(MBIA Insured)  Aaa  2,000  2,190  439748CK
Jefferson County Cap. Projs. Corp. Rev. (Muni. 
Multiple Rfdg. Lease) Series A, 0% 8/15/11  A1  5,365  1,838  473020GW
Jefferson County Health Facs. Rev. (Jewish Hosp. 
Healthcare Svcs., Inc.) 6.50% 5/1/15, 
(AMBAC Insured)  Aaa  6,500  7,085  472902DH
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
KENTUCKY - CONTINUED
Kentucky Econ. Dev. Fin. Auth. Med. Ctr. Rev. 
Rfdg. & Impt. (Ashland Hosp. Corp.) 
Series A, 6.125% 2/1/12, 
(Cap. Guaranty Insured)  Aaa $ 1,200 $ 1,248  491269AN
Kentucky Tpk. Auth. Econ. Dev. Road Rev. Rfdg. 
(Revitalization Proj.) 5.50% 7/1/09, 
(AMBAC Insured)  Aaa  2,200  2,239  491552GN
Louisville & Jefferson County Metropolitan Swr. 
Dist. Rev. Series A, 5.25% 5/15/12,
(MBIA Insured)  Aaa  1,500  1,464  546587CH
Louisville Univ. Rev. Rfdg. (Consolidated Edl. 
Bldgs.) Series I:
 5.40% 5/1/08  A1  1,965  1,958  914391PU
  5.40% 5/1/09  A1  2,360  2,328  914391PV
  5.40% 5/1/10  A1  1,565  1,542  914391PW
Owensboro Elec. Lt. & Pwr. Rev. Series B, 
0% 1/1/07, (AMBAC Insured)  Aaa  10,000  4,988  691021GJ
Peery County Econ. Dev. Rev. Rfdg. (The Kroger 
Co. Proj.) 6.60% 5/1/02  Ba3  2,435  2,499  714542AM
Winchester Ind. Bldg. Rev. Rfdg. (Kroger Co.) 
7.75% 7/1/12  Ba3  1,000  1,100  972856DZ
  37,391
LOUISIANA - 2.3%
Greater New Orleans Expressway Commission 
Expressway Rev. Rfdg. 6% 11/1/16  A  5,000  5,125  392244BG
Lake Charles Hbr. & Term. Dist. Port Facs. Rev. 
Rfdg. (Trunkline LNG Co. Proj.) Series 1992, 
7.75% 8/15/22  Ba2  13,000  14,820  507729BM
Louisiana Offshore Term. Auth. Deepwtr. Port 
Rev. Rfdg. (1st Stage) (Loop, Inc. Proj.) 
Series E, 7.60% 9/1/10  A3  2,300  2,651  546510DA
Monroe-West Monroe Pub. Trust Fing. Auth. 
Mtg. Rev. Rfdg. (Cap. Appreciation) 
Series C, 0% 8/20/14  AA-  9,000  2,509  611382BU
New Orleans Audubon Park Commission 
Aquarium Rev. Series 1992 A, 8% 4/1/12    5,000  5,388  647629AM
St. James Parish Poll. Cont. Rev. (B.F. Goodrich 
Proj.) 14.50% 12/1/11  Baa1  500  631  790102AR
St. John Baptist Parish Sales Tax Dist. Rfdg. 
Series 1989, 7.80% 12/1/14  Baa  2,700  3,146  790207BT
St. John Baptist Parish School Dist. #1 Unltd. Tax
5.20% 3/1/09  Baa  1,695  1,598  790229GB
St. Tammany Pub. Trust Fing. Auth. Rev. Rfdg. 
(Cap. Appreciation) Series C, 0% 7/20/14  Aa  4,650  1,308  793499AE
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
LOUISIANA - CONTINUED
Shreveport Wtr. & Swr. Rev. 5.95% 12/1/14, 
(FGIC Insured)  Aaa $ 3,500 $ 3,666  825485LS
West Feliciana Parish Poll. Cont. Rev. 
(Gulf States Util. Co.) Series C, 7% 11/1/15  Baa3  2,500  2,734  952789AW
Westside Habilitation Ctr. Cheneyville Rev. Rfdg. 
(Intermediate Care Fac. Retirement) 
8.50% 10/1/13  -  4,900  4,905  961500AJ
  48,481
MAINE - 0.4%
State Str. Hsg. Preservation Corp. Hsg. Rev. 
(Multi-Family Proj.) Series A:
 7.20% 1/1/02  A  620  652  85748HAB
  7.375% 1/1/12  A  3,505  3,698  85748HAC
  7.50% 1/1/19  A  4,700  4,964  85748HAD
  9,314
MARYLAND - 1.0%
Anne Arundel County Econ. Dev. Rev. 
(Regency Club II Apts.) 9% 12/1/10, 
(MBIA Insured) (FHA Guaranteed)  Aaa  1,000  1,043  035902BR
Baltimore County Mtg. Rev.:
(Kingwood IV) 9.50% 8/1/10, 
 (FHA Guaranteed)  AAA  1,000  1,041  059148TH
 (Loch Raven Village) 10.10% 11/20/20, 
 (GNMA Coll.)  AAA  1,390  1,447  059148RS
Howard County Mtg. Rev. (Heartlands Elderly 
Apts. Proj.) 8.875% 12/1/10, (MBIA Insured) 
(FHA Guaranteed)  Aaa  250  266  442586JT
Maryland Commty. Dev. Administration Dept. 
Hsg. & Commty. Dev. (Single Family Prog.) 
4th Series, 7.40% 4/1/17  Aa  2,500  2,647  57419HPE
Maryland Health & Higher Edl. Facs. Auth. Rev.:
Rfdg.:
 (Doctors Commty. Hosp.) 5.75% 7/1/13  Baa  2,500  2,406  574216FQ
  (Francis Scott Key Medical Ctr.)
  5% 7/1/13, (FGIC Insured)  Aaa  2,500  2,375
  574216CW (Holy Cross Hosp.) Issue A, 
 7.125% 7/1/10, (AMBAC Insured)  Aaa  1,350  1,534  574215N9
Montgomery County Hsg. Opportunities 
Commission Hsg. Rev. (Multi-Family) 
Series B, 9.375% 7/1/15  Aa  985  1,033  613344CL
Prince Georges County Hosp. Rev. 
(Greater Southeast Health Care Sys.) 
6.375% 1/1/13  Baa  2,250  2,298  741710AW
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
MARYLAND - CONTINUED
Prince George's County Rfdg. (Consolidated Pub. 
Impt. Ltd. Tax) 5.10% 10/1/04  A $ 1,000 $ 1,020  741701BH
Prince George's County Solid Waste Mgmt. Sys. 
Rev. 5.25% 6/15/13  A  1,500  1,431  74172MBK
Queen Anne's County Econ. Dev. Rev. (Safeway 
Stores Proj.) 7.75% 12/15/09  BB-  2,515  2,518  748235AA
  21,059
MASSACHUSETTS - 10.0%
Birmingham Baptist Med. Ctr. Spl. Care Facs. 
Fing. Auth. Rev. (Baptist Med. Ctr.) Series A, 
5.50% 8/15/13, (MBIA Insured)  Aaa  3,500  3,448  091104DP
Massachusetts Gen. Oblig. Ltd. Tax 
(Consolidated Loan) Series C, 0% 12/1/04  A  6,000  3,443  575823J2
Massachusetts Health & Edl. Facs. Auth. Rev.: 
(Beth Israel Hosp.) 8.98% 7/1/25, 
 (AMBAC Insured) (a)(f)  Aaa  5,000  5,456  575851JP
 (Brigham & Women's Hosp.) Series C, 
 7.125% 6/1/09  AA  1,000  1,114  575850YL
 (1st Mtg.) (Fairview Extended Care) Series A: 
 10.125% 1/1/11  -  3,070  3,358  575850M7
 10.25% 1/1/21  -  6,400  7,040  575850M4
 (Metro West Health, Inc.) Series C, 
 6.50% 11/15/18, (AMBAC Insured)  A  4,000  4,230  575851LP
 (New England Med. Ctr. Hosp.) Series F, 
 6.50% 7/1/12, (FGIC Insured)  Aaa  1,300  1,412  575851AF
 (St. Luke's Hosp. New Bedford) 
 8.55% 8/15/23, (MBIA Insured) (a)(f)  Aaa  2,600  2,681  575851C7
 (Salem Hosp.) Series A, 6.75% 7/1/00  -  5,905  6,097  575849K2
 (Tufts Univ.) Series C, 7.40% 8/1/18  A1  2,815  3,156  575851YL
Massachusetts Hsg. Fin. Agcy.:
(Hsg. Projs.) Series A:
 6.30% 10/1/13, (AMBAC Insured)  Aaa  11,000  11,344  575852VR
  6.15% 10/1/15, (AMBAC Insured)  Aaa  5,250  5,342  575852VS
 (Multi-Family) Series 1984 B, 10.375% 
 12/1/09, (MBIA Insured)  Aaa  1,000  1,058  575910BG
 (Residential Dev. Section 8) Issue V Series A, 
 10.60% 12/1/03  A+  800  824  575854KM
 (Single Family Mtg. Purchase):
 Series 1983 C, 10.125% 12/1/07  Aa  255  263  575853EK
   Series 1984 A, 11.375% 12/1/08, 
  (Escrowed to Maturity) (b)  Aa  215  223  575853FX
Massachusetts Ind. Fin. Agcy. Health Care Facs. 
Rev. (Hampden Nursing Home Proj.) Series A, 
 9.75% 10/1/17  -  4,815  5,134
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
MASSACHUSETTS - CONTINUED
Massachusetts Ind. Fin. Agcy. Rev.:
(Atlanticare Med. Ctr.) Series A, 
 10.125% 11/1/14  - $ 7,300 $ 8,450  575914GZ
 (Cap. Appreciation) (Massachusetts Biomedical 
Research):
 Series A-1, 0% 8/1/03  -  23,300  13,776  575914DT
  Series A-2:
  0% 8/1/04  -  5,000  2,775  575914EA
   0% 8/1/06  -  26,800  12,998  575914EC
   0% 8/1/09  -  15,800  6,260  575914EF
   0% 8/1/10  -  11,000  4,070  575914EG
 (1st  Mtg. Reeds Landing): 
 7.75% 10/1/00  -  1,300  1,294  575914ZS
  575909AE  8.625% 10/1/23  -  3,000  2,976  575914ZU
Massachusetts Muni. Wholesale Elec. Co. Pwr. 
Supply Sys. Rev.: 
 Rfdg. Series A: 
 5.10% 7/1/08, (AMBAC Insured)  Aaa  8,775  8,523  575765MT
  575765MA  5% 7/1/10, (AMBAC Insured)  Aaa  3,680  3,533  575765MU
 Series A:
 8.75% 7/1/18, (Pre-Refunded to 1/1/04 
  @ 100) (b)   Baa1  165  187  575765NG
  8.75% 7/1/18, (Pre-Refunded to 1/1/94 
  @ 100)  (b)  Baa1  30  30  575765NJ
  8.75% 7/1/18, (Pre-Refunded to 7/1/94 
  @ 100) (b)  Baa1  30  31  575765NX
  6.375% 7/1/15  Baa1  29,055  29,636  575765BF
  6% 7/1/18  Baa1  11,690  11,763  575765JG
  7.72% 7/1/18, (AMBAC Insured) (a) (f)  Aaa  5,000  4,750  575765MV
 Series B, 6.125% 7/1/17  Baa1  6,165  6,288  575765BV
 Series C, 6.625% 7/1/10  Baa1  4,500  4,804  575765KA
 Series D, 6.125% 7/1/19  Baa1  8,905  9,061  575765LZ
 Series E, 6.125% 7/1/19  Baa1  8,665  8,817
Massachusetts Univ. Ctfs. of Prtn. 
(Telecommunications Sys.) Series A:
 7.45% 11/1/97  BBB-  810  872  914442BF
  7.70% 5/1/99  BBB-  1,190  1,286  914442BJ
  7.70% 11/1/99  BBB-  1,240  1,341  914442BK
  7.80% 5/1/00  BBB-  1,285  1,391  914442BL
  210,535
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
MICHIGAN - 4.4%
Detroit Convention Facs. Rev. Rfdg. (Cobo Hall 
Expansion Proj.) 5.25% 9/30/12  A $ 3,000 $ 2,831  251131BF
Detroit Hosp. Fin. Auth. Facs. Rev. (Michigan 
Healthcare Corp. Proj.) 10% 12/1/20  B  29,310  32,534  251145AA
Dickinson County Econ. Dev. Corp. Poll. Cont. 
Rev. Rfdg. (Champion Int'l. Corp. Proj.) 
5.85% 10/1/18  Baa1  4,150  4,015  253195AA
Dickinson County Econ. Dev. Corp. Solid Waste 
Disp. Rev. Rfdg. (Champion Int'l. Corp.) 
6.55% 3/1/07  Baa1  5,000  5,219  253200AD
Grand Rapids San. Swr. Sys. Rev. Impt. & Rfdg. 
7% 1/1/16  A1  2,195  2,415  386289BA
Michigan Hosp. Fin. Auth. Rev.:
 Rfdg.:
 (Bay Med. Ctr.) Series A, 8.25% 7/1/12  Baa1  1,000  1,133  59465CSP
  (Brighton Hosp.) Series A, 
  8.625% 10/1/18  B  1,550  1,618  59465CHH
  (Detroit Macomb Hosp. Corp.) Series A: 
  7.40% 6/1/13  B  1,160  1,156  59465CCV
   7% 6/1/15  B  3,500  3,303
  59465CCW (Daughters of Charity) 10% 11/1/15  Aa  2,900  3,273  5946483B
Michigan Hsg. Dev. Auth. Single Family Mtg. 
Rev. Series A:
 7.50% 6/1/15  Aa  470  503  594653HF
  7.70% 12/1/16  Aa  1,775  1,888  594653EK
Michigan Pub. Pwr. Agcy. Rev. Rfdg. (Belle 
River Proj.) Series A, 5.25% 1/1/18  A1  5,000  4,788  594570EH
Michigan South Central Pwr. Agcy. Pwr. Supply 
Sys. Rev. Rfdg. Series 1991, 6.75% 11/1/10  A  2,000  2,175  594689BR
Michigan Strategic Fund Ltd. Oblig. Rev. (Mercy 
Svcs. for Aging Proj.) 9.40% 5/15/20  -  9,295  10,178  594692XT
Pontiac Stadium Bldg. Auth. Rev. 6.60% 3/1/00  Baa  1,395  1,425  732616AY
Waterford Township Econ. Dev. Corp. Rev. Ltd. 
Tax Oblig. (Canterbury Health Care):
 8% 7/1/08  -  300  303  941458AT
  8.375% 7/1/23  -  1,000  1,033  941458AU
Western Townships Util. Auth. Swr. Disp. Sys.: 
Ltd. Tax 8.20% 1/1/18  BBB+  2,000  2,244  959767AK
 Rfdg.: 
 0% 1/1/05, (Cap. Guaranty Insured)  Aaa  2,810  1,576  959767BC
  6.50% 1/1/10, (Cap. Guaranty Insured)  Aaa  7,720  8,251  959767BE
  91,861
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
MINNESOTA - 3.2%
Centennial Independent School Dist. #12 Rfdg. 
Series B, 4.875% 2/1/12, (FGIC Insured)  Aaa $ 2,610 $ 2,444  150908DE
Duluth Econ. Dev. Auth. Health Care Facs. Rev. 
(The Duluth Clinic Ltd.) 6.20% 11/1/12, 
(AMBAC Insured)  Aaa  1,500  1,603  26444CAX
Minneapolis & St. Paul Hsg. & Redev. Auth. 
Healthcare Sys. Rev. (Healthspan Health Sys. 
Corp.) (Health One Sys.) Series A, 4.75% 
11/15/18, (AMBAC Insured)  Aaa  5,000  4,475  603695DF
Minneapolis Hosp. Rev. Rfdg. (Fairview Hosp. & 
Healthcare) 6.50% 1/1/11, (MBIA Insured)  Aaa  2,000  2,193  603745MK
Minneapolis Hsg. & Redev. Auth. Mtg. Single 
Family Rev. 6.75% 5/1/09, (FHA Guaranteed)  A1  1,100  1,123  603746AA
Northern Minnesota Muni. Pwr. Agcy. Elec. Sys. 
Rev. Rfdg. Series B, 5.50% 1/1/18, 
(AMBAC Insured)  Aaa  3,250  3,258  665444DQ
Rochester Health Care Facs. Rev. (Mayo 
Foundation/Mayo Med. Ctr.):
 RIB Series H, 9.08% 11/15/15 (a)(f)  AA+  9,000  9,911  771902CS
 Series I:
  5.90% 11/15/09  AA+  2,000  2,135  771902CL
   5.90% 11/15/10  AA+  2,250  2,399  771902CM
St. Louis Park Hosp. Facs. Auth. Rev. (Health Sys.
Oblig.) 5.20% 7/1/23, (AMBAC Insured)  Aaa  2,000  1,893  791748CQ
St. Paul Hsg. & Redev. Auth. Hosp. Rev.: 
(Healtheast Proj.) Series C, 9.75% 11/1/17  Baa  2,110  2,466  792888FN
 (St. Paul-Ramsey Med. Ctr. Proj.) 
 5.50% 5/15/13, (AMBAC Insured)  Aaa  1,180  1,190  792888HU
St. Paul Hsg. & Redev. Auth. Tax Increment Rev. 
(Downtown & 7th Place Proj.) 2.75% 9/1/94, 
(AMBAC Insured)  Aaa  2,000  2,003  792904BQ
Western Minnesota Muni. Pwr. Agcy. Supply Rev.:
Rfdg. Series A, 7% 1/1/13 (e)  A  20,000  21,650  958697DX
  Series A, 6.125% 1/1/16  A  8,775  9,005  958697CX
  67,748
MISSISSIPPI - 0.9%
Claiborne County Poll. Cont. Rev. (Middle South 
Energy, Inc. Proj.) Series C, 9.875% 12/1/14  -  5,000  6,144  179423AC
Hinds County Ctfs. of Prtn. (Welfare Dept. Proj.) 
7.75% 3/1/09  A  1,095  1,215  433114AC
Hinds County Mtg. Rev. Rfdg. (Methodist Hosp. & 
Rehabilitation) 5.60% 5/1/12, 
(AMBAC Insured)  Aaa  4,000  4,055  433142AL
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
MISSISSIPPI - CONTINUED
Mississippi Home Corp. Single Family Sr. Rev. 
Rfdg. Series 1990 A, 9.25% 3/1/12, 
(FGIC Insured)  Aaa $ 735 $ 789  60535MAC
Mississippi Hosp. Equip. & Facs. Auth. Rev.
(Singing River Hosp. Sys. Proj.) 
5.50% 3/1/13  Aaa  2,855  2,819  605360HB
Panola County Ind. Dev. Rev. Rfdg. (Kroger Co.) 
7.125% 11/1/12  Ba3  3,250  3,449  698558AB
  18,471
MISSOURI - 2.4%
Franklin County Reorganization School Dist. #R-XI 
Rfdg.:
 5.70% 3/1/08, (FGIC Insured)  Aaa  700  718  353100CN
  5.75% 3/1/13, (FGIC Insured)  Aaa  1,000  1,023  353100CP
Grandview Ind. Dev. Auth. Ind. Dev. Rev. Rfdg. 
(K mart Corp. Proj.) 6.50% 12/1/08  A  500  542  386778AA
Greene County Single Family Mtg. Rev. 
9.375% 12/1/06, (AMBAC Insured)  Aaa  105  111  394591DC
Kansas City Ind. Dev. Auth. Health Facs. Rev. 
Rfdg. & Impt. (Menorah Med. Ctr. Proj.) 
9.25% 6/1/16  -  3,500  3,763  484906AB
Mehlville School Dist. #09 Rfdg. 5.75% 2/15/09, 
(MBIA Insured)  Aaa  2,000  2,078  585191LJ
Missouri Health & Edl. Facs. Auth. Health Facs. 
Rev. (Barnes Jewish-Christian Health)
5.25% 5/15/12  Aa  4,000  3,855  60635RJF
Missouri Health & Edl. Facs. Auth. Hosp. Facs. 
Rev.: 
 (Heartland Health Sys. Proj.) 
  6.35% 11/15/17, (AMBAC Insured)  Aaa  4,480  4,827
  60635RCR  (SSM Health Care) Series AA, 
  6.25% 6/1/07, (MBIA Insured)  Aaa  1,000  1,095  60635RCM
Missouri Hsg. Dev. Commission Mtg. Purchase 
(Single Family) 6.60% 11/15/10, 
(FHA Guaranteed)  Aa  1,500  1,536  606353MS
Missouri Reg'l. Convention & Sport Complex 
Auth. Series A, 6.90% 8/15/21  A1  8,750  9,680  60636MAS
Missouri Univ. Rev. Rfdg. (Columbia Hosp. & Clinics) 
Series A, 6.50% 11/1/11, (AMBAC Insured)  Aaa  1,500  1,638  914488D8
New Madrid Pwr. Place Rev. 7.25% 6/1/03  Baa1  8,930  9,086  646819BD
St. Louis County Ind. Dev. Auth. Hosp. Rev. 
(Daughters of Charity-DePaul Health) 
10% 11/1/15  Aa  1,980  2,224  79130HAB
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
MISSOURI - CONTINUED
St. Louis County Reg'l. Convention & Sports 
Complex Auth. Series B:
 7% 8/15/11  A $ 1,000 $ 1,104  791340AR
  7% 8/15/21  A  3,150  3,465  791340AS
St. Louis Reg'l. Convention & Sports Complex 
Auth. Series C, 7.90% 8/15/21  -  3,000  3,300  791687AB
  50,045
MONTANA - 0.8%
Forsyth Poll. Cont. Rev. Rfdg. (Washington Wtr. 
Pwr. Proj.) Series A, 7.125% 12/1/13, 
(MBIA Insured)  Aaa  2,250  2,531  346668BH
Great Falls Ind. Dev. Rev. Rfdg. (K mart Corp. 
Proj.): 
 6.50% 11/15/01  A2  200  221  390435PT
  6.90% 5/15/06  A2  905  993  390435PU
Great Falls Wtr. & Swr. Rev. Series 1992, 
6.40% 8/1/12, (FGIC Insured)  Aaa  1,200  1,310  390472BX
Montana Board of Investment Payroll Tax 
(Workers Compensation) Series 1991, 
6.875% 6/1/11, (MBIA Insured)  Aaa  6,900  7,710  61213HDC
Montana Health Facs. Auth. Hosp. Facs. Rev.
(Holy Rosary Hosp.) 5.25% 7/1/20, 
(MBIA Insured)  Aaa  2,750  2,606  61213EHH
Silver Bow Wtr. Inc. Wtr. Sys. Rev. (Butte-Silver 
Bow Proj.) 6.50% 11/1/14, (FGIC Insured)  Aaa  1,000  1,098  827429AR
  16,469
NEBRASKA - 1.7%
Buffalo County Hosp. Auth. #1 (Sisters of Charity 
Health Care) Series A, 6.625% 5/15/09, 
(MBIA Insured)  Aaa  1,000  1,104  119447DC
Douglas County Hosp. Auth.:
 #1 (Immanuel Med. Ctr., Inc.) 6.90% 9/1/11, 
  (AMBAC Insured)  Aaa  3,250  3,673  259228DE
  #2 (Catholic Health) (Archbishop Mercy) 
  7.25% 11/1/21  A1  1,500  1,674  259230DT
Hastings Elec. Sys. Rev. Rfdg.:
5.20% 1/1/13  A  3,000  2,846  418604CZ
 6.30% 1/1/19  A  4,500  4,793  418604CH
Lancaster County Hosp. Auth. #1 Hosp. Rev. 
(Bryan Mem. Hosp. Proj.):
 6.60% 6/1/12, (MBIA Insured)  Aaa  1,000  1,103  513886DQ
  6.70% 6/1/22, (FGIC Insured)  Aaa  2,500  2,772  513886DR
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
NEBRASKA - CONTINUED
Nebraska Investment Fin. Auth. Hosp. Rev. 
(Methodist Health Sys.): 
 6.65% 3/1/00, (MBIA Insured)  Aaa $ 2,500 $ 2,784  639902BH
  6.75% 3/1/01, (MBIA Insured)  Aa  2,400  2,691  639902BJ
  7% 3/1/06, (MBIA Insured)  Aaa  1,000  1,128  639902BP
Nebraska Pub. Pwr. Dist. Rev. Rfdg. (Pwr. Supply 
Sys.) 6.10% 1/1/10  A1  1,500  1,571  639683F3
Omaha Pub. Pwr. Dist. Elec. Rev. Rfdg. Series B, 
6.15% 2/1/12  Aa  5,000  5,387  681793ZH
Scotts Bluff County Hosp. Auth. #1 Hosp. Rev. 
(Reg'l. West Med. Ctr. Proj.) 
6.45% 12/15/04  A  3,000  3,217  810143CG
  34,743
NEW HAMPSHIRE - 0.6%
New Hampshire Business Fin. Auth. Poll. Cont. 
Rev. Rfdg. (United Illuminating Co.) Series A, 
5.875% 10/1/33  Baa3  2,500  2,391  64468CAE
New Hampshire Higher Edl. & Health Facs. Auth. 
Rev. (Frisbie Mem. Hosp.) 9.50% 10/1/08  Baa  9,060  11,008  644618NQ
  13,399
NEW JERSEY - 1.1%
New Jersey Econ. Dev. Auth. Econ. Dev. Rev. 
(Statewide Realty-Vista Hotel Proj.) 
11% 12/15/17 (d)(e)  -  27,470  18,405  645775VZ
New Jersey Health Care Facs. Fing. Auth. Rev. 
(Monmouth Med. Ctr.) 10.50% 7/1/14, 
(HIB Insured)  A  4,350  4,584  6457922Q
  22,989
NEW MEXICO - 3.4%
Albuquerque Hosp. Rev. Rfdg. (Presbyterian 
Health Care Sys.) 6.375% 8/1/07, 
(FGIC Insured)  Aa  500  544  013544HN
Albuquerque Rev. Rfdg. (The Evangelical 
Lutheran) 5.90% 6/1/13, (Cap. Guaranty 
Insured)  Aaa  1,000  1,026  013638AP
Farmington Poll. Cont. Rev.:
Rfdg.: 
 (Pub. Svc. Co. of New Mexico) Series A, 
  6.375% 12/15/22, (MBIA Insured)  Aaa  2,500  2,672  311450CR 
  (Pub. Svc. Co. of New Mexico San Juan Proj.):
  Series A, 6.40% 8/15/23  Ba2  6,500  6,516  311450CU
   Series X, 5.90% 4/1/07  Ba2  12,640  12,419  311450AF
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
NEW MEXICO - CONTINUED
Farmington Poll. Cont. Rev. - continued
Rfdg. (Southern California Edison) Series A, 
 5.875% 6/1/23, (MBIA Insured)  Aaa $ 4,000 $ 4,105  311450CS
 (Pub. Svc. Co. of New Mexico San Juan Proj.)
 Series A, 6% 3/1/08  Ba2  14,480  14,299  311450AJ
Gallup Poll. Cont. Rev. Rfdg. (Plains Elec. 
Generation Unltd. Tax) 6.65% 8/15/17, 
(MBIA Insured)  Aaa  14,150  15,600  364070AT
Las Cruces Health Facs. Rev. Rfdg. (Evangelical 
Lutheran Proj.) 6.45% 12/1/17, 
(Cap. Guaranty Insured)  Aaa  2,515  2,691  517481AQ
New Mexico Univ. Rev.:
Rfdg.:
 Series A:
  6.25% 6/1/12  A1  2,000  2,188  914692TE
   6% 6/1/21  A1  4,050  4,313  914692TH
  Series B:
  5.75% 6/1/12  A1  2,500  2,550  914692TF
   5.75% 6/1/22  A1  205  208
 6.50% 6/1/21  A1  1,000  1,084  914692TJ
  70,215
NEW YORK - 4.4%
New York City Rfdg. Series D:
5.75% 8/15/07  Baa1  3,500  3,461  649654PF
 5.75% 8/15/09  Baa1  3,000  2,940  649655MP
New York State Dorm. Auth. Rev.:
Rfdg. (State Univ. Edl. Facs.) Series A:
 5.50% 5/15/13  Baa1  5,000  4,838  649834AQ
  5.25% 5/15/15  Baa1  10,000  9,350  649834AS
 (City Univ.) Series F, 5% 7/1/14  Baa1  5,000  4,538  649834QR
 (City Univ. Sys. Consolidated) Series A, 
 5.75% 7/1/13  Baa1  5,000  4,963  649834HV
New York State Local Govt. Assistance Corp.:
Rfdg. Series C, 5.50% 4/1/17  A  23,750  23,423  649876JN
 RIB 7.50% 4/1/21 (a)(f)  A  4,000  3,760  649876JQ
 Series B, 0% 4/1/08  A  5,000  2,294  649876BY
New York State Thruway Auth. Svc. Contract Rev. 
(Local Hwy. & Bridge) 5.25% 4/1/13  Baa1  3,000  2,828  650017BW
New York State Tollway Auth. Gen. Rev. (Spl. 
Oblig.) Series A:
 0% 1/1/02  BBB  3,775  2,425  650009CV
  0% 1/1/05  BBB  8,500  4,558  650009CY
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
NEW YORK - CONTINUED 
New York & New Jersey Port (Delta Airlines, Inc. 
Proj.) Series 1R, 6.95% 6/1/08  Ba1 $ 21,500 $ 22,978
Triborough Bridge & Tunnel Auth. Rev. Rfdg. 
(Gen. Purp.) Series Y, 6% 1/1/12  AA  1,000  1,065  896029YS
  93,421
NORTH CAROLINA - 2.1%
North Carolina Eastern Muni. Pwr. Agcy. Pwr. Sys. 
Rev. Rfdg. Series C, 5% 1/1/21  A  6,000  5,415  658196TH
North Carolina Med. Care Commission Hosp. Rev.: 
Rfdg. (Mercy Hosp. Proj.) 6.50% 8/1/15  A-  2,000  2,105  658202Y8
 (Duke Univ. Hosp. Proj.) Series 1985 A, 
 8.625% 6/1/10  AA  1,000  1,094  658202LL
 (Wesley Long Commty. Hosp. Proj.) Series B, 
 7.75% 10/1/17 (AMBAC Insured)  Aaa  1,000  1,093  658202SK
North Carolina Muni. Pwr. Agcy. #1 Catawba 
Elec. Rev. Rfdg.:
 0% 1/1/08  A  10,000  4,538  658203QH
  0% 1/1/09  A  13,050  5,497  658203QK
  0% 1/1/10  A  21,585  8,499  658203QL
  6% 11/1/11, (MBIA Insured)  Aaa  3,500  3,771  658203QS
  5.75% 1/1/15  A  2,475  2,480  658203QT
  6.25% 1/1/17  A  6,500  6,752  658203QU
Pitt County Rev. (Pitt County Mem. Hosp.) 
6.75% 12/1/14, (MBIA Insured)  Aaa  2,000  2,230  724506BD
  43,474
NORTH DAKOTA - 0.3%
Mercer County Poll. Cont. Rev. Rfdg. (Montana 
Dakota Utils. Co. Proj.) 6.65% 6/1/22, 
(FGIC Insured)  Aaa  5,500  6,057  587850CY
OHIO - 2.3%
Broadview Heights Ind. Dev. Rev. (Royalview
 Manor Dev.) Series A, 10.625% 7/15/14, 
(FHA Guaranteed)  -  675  713  111336AA
Eaton Ind. Dev. Rev. Rfdg. (Baxter Int'l., Inc. Proj.) 
6.50% 12/1/12  A3  2,605  2,804  278200AC
Hamilton County Swr. Sys. Rev. Rfdg. & Impt. 
Metropolitan Swr. Dist. Series A, 
5.35% 12/1/07, (FGIC Insured)  Aaa  2,475  2,512  407288FU
Hamilton Elec. Sys. Mtg. Rev.:
Rfdg. Series 1992 A, 
 6% 10/15/08, (FGIC Insured)  Aaa  1,000  1,046  40727FCX
 Series B, 6.125% 10/15/08, (FGIC Insured)  Aaa  1,000  1,071  40727FCQ
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
OHIO - CONTINUED
Loveland City School Dist. Unltd. Tax 
6.65% 12/1/15  A $ 3,500 $ 3,806  547252GN
Montgomery County Ind. Dev. Rev. Rfdg. (The 
Kroger Co.) 7.45% 9/1/07  Ba3  4,700  5,082  613535FS
Mount Vernon Hosp. Rev. (Knox Commty. Hosp.) 
7.875% 6/1/12  -  16,940  18,083  623646AM
Ohio Air Quality Dev. Auth. (Columbus & Southern 
Pwr. Co.) Series A, 6.375% 12/1/20, 
(FGIC Insured)  Aaa  500  538  677525HA
Ohio Bldg. Auth. (Workers Complex W. Green 
Bldg.) 4.75% 4/1/14  A  3,000  2,745  6775536N
Ohio Wtr. Dev. Auth. Rev. Rfdg. & Impt. 
(Pure Wtr.) 6% 12/1/08, (AMBAC Insured)  Aaa  3,000  3,172  6776582U
Warren County Hosp. Facs. Rev. Rfdg. & Impt. 
(Otterbein Home Proj.) 7.20% 7/1/11, 
LOC Fifth Third Bancorp  Aa2  2,450  2,726  935158AV
Warren Hosp. Rev. Rfdg. (Warren Gen. Hosp. 
Proj.) Series B, 7.20% 11/15/09  BBB  3,500  3,732  935482CM
  48,030
OKLAHOMA - 0.7%
Grand River Auth. Rev. Rfdg. 5.50% 6/1/09  A  12,500  12,672  386442PJ
Oklahoma Tpk. Auth. Tpk. Rev. 1st Sr. Series A, 
6.125% 1/1/20  A1  1,500  1,577  679111HT
Valley View Hosp. Auth. Rev. 10% 10/1/14, 
(HIB Insured)  A  1,140  1,174  920175BJ
  15,423
OREGON - 1.0%
Astoria Hosp. Facs. Auth. Hosp. Rev. 
(Columbia Mem. Hosp.) 7% 1/1/13  -  2,500  2,666  046279AR
Multnomah County School Dist. #40 Unltd. Tax 
5.625% 6/1/12  AA-  1,200  1,221  625693DU
North Clackamas Parks & Recreational Dist. Rev. 
(Recreational Facs.) 5.70% 4/1/13  A-  1,000  1,021  658624AP
Oregon Hsg. Edl. & Cultural Facs. Auth. Rev.: 
(Lewis & Clark College Proj.) Series A, 
 7.125% 7/1/20, (MBIA Insured)  Aaa  1,100  1,264  68608LAK
 (Reed College Proj.) Series A, 6.75% 7/1/11  A+  500  556  68608LAX
Portland Hosp. Facs. Auth. Hosp. Rev. (Legacy 
Health Sys.):
 Series A, 6.625% 5/1/11, (AMBAC Insured)  Aaa  250  279  736698EA
  Series B: 
  6.625% 5/1/11, (AMBAC Insured)  Aaa  2,000  2,230  736698EB
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
OREGON - CONTINUED
Portland Hosp. Facs. Auth. Hosp. Rev. (Legacy 
Health Sys.) - continued 
 6.70% 5/1/21, (AMBAC Insured)  Aaa $ 11,000 $ 12,278  736698ED
  21,515
PENNSYLVANIA - 4.7 %
Allegheny County Hosp. Dev. Auth. Health 
Facs. Rev. (Allegheny Valley School): 
 8% 2/1/02  Baa  1,885  2,085  0172894R
  8.50% 2/1/15  Baa  3,325  3,716  0172894S
Allegheny County Hosp. Dev. Auth. Rev. 
(Allegheny Health Ed. & Research Corp.) 
 Series D, 10.625% 7/1/12, (Pre-Refunded 
  to 1/1/94 @ 102) (b)  Aaa  500  513  017289RS
Allegheny County Ind. Dev. Auth. Rev. (K mart 
Corp.) (Commercial Dev.) Series A, 
11% 1/1/07  A2  2,630  3,800  017292DN
Butler County Hosp. Auth. Rev. (North Hills 
Passavant Hosp.) Series A:
 6.80% 6/1/06, (Cap. Guaranty Insured)  Aaa  5,000  5,531  123592BC
  6.90% 6/1/09, (Cap. Guaranty Insured)  Aaa  5,000  5,556  123592BD
Delaware County Auth. Rev. (First Mtg. 
Riddle Village Proj.) 9.25% 6/1/22  -  5,000  5,325  245913BF
Delaware County Ind. Dev. Auth. Envir. Impt. 
Rev. (BP Oil Proj.) 5.875% 4/1/98  -  3,640  3,731  246014AD
Gettysburg Muni. Auth. College Rev. 
(Gettysburg College Proj.) 6.60% 2/15/12  A  2,500  2,688  374311BH
Harrisburg Auth. Wtr. Rev. (Complimentary 
Auction Rate B-3) 8.82% 7/15/15, 
(FGIC Insured) (a)(f)  Aaa  4,000  4,320  41473MCB
Lehigh County Gen. Purp. Auth. Rev. 
(Wiley House) 9.50% 11/1/16  -  5,930  6,686  524805QM
Northumberland County Auth. Commonwealth 
Lease Rev. 0% 10/15/13, (MBIA Insured)  Aaa  11,830  3,845  667067AR
Pennsylvania Intergovernmental Coop. Auth. Spl. 
Tax Rev.: 
 Rfdg. Series A:
  5% 6/15/15  Baa  5,210  4,813  708840CH
   5% 6/15/22, (MBIA Insured)  Aaa  10,835  9,900  708840CJ
  (City of Philadelphia Funding Prog.) 
  5.75% 6/15/15  Baa  7,000  7,000  708840BN
Philadelphia Auth. Ind. Dev. Rev. (Bakers Bay 
Nursing Proj.) 10.25% 8/1/23, 
(FHA Guaranteed)  AAA  1,796  1,861  717818ER
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
PENNSYLVANIA - CONTINUED
Philadelphia Hosp. & Higher Ed. Facs. Auth. 
Hosp. Rev. (Temple Univ. Hosp.) Series A, 
6.50% 11/15/08  Baa1 $ 1,000 $ 1,068  717903RN
Philadelphia Muni. Auth. Rev. Rfdg. Lease 
Series D:
 6% 7/15/03  Ba  1,500  1,494  717904FX
  6.125% 7/15/08  Ba  4,000  3,965  717904FY
Philadelphia Wtr. & Wastewtr. Rev.:
Rfdg. 5% 6/15/12, (FGIC Insured)  Aaa  3,000  2,820  717893BG
 8.27% 6/15/12, (FGIC Insured) (a)(f)  Aaa  10,000  10,163  717893BF
Washington County Hosp. Auth. (Shadyside Hosp. 
Proj.) 5.875% 12/15/09, (AMBAC Insured)  Aaa  3,000  3,113  938592EK
Wyoming Ind. Dev. Auth. Poll. Rfdg. (Proctor & 
Gamble Paper Proj.) 5.55% 5/1/10  Aa2  4,300  4,288  983283AD
  98,281
PUERTO RICO - 0.3%
Puerto Rico Tel. Auth. Rev.:
RIB 8.03% 1/16/15, (MBIA Insured) (a)(f)  Aaa  2,000  2,058  745297JT
 6.95% 1/1/04, (AMBAC Insured) (a)(f)  Aaa  4,000  4,075  745297HX
  6,133
RHODE ISLAND - 0.6%
Newport Gen. Oblig. 6.80% 4/15/10  A1  605  665  652317SH
Rhode Island Depositors Econ. Protection Corp. 
Spl. Oblig. Rfdg. Series A, 5.75% 8/1/12  Baa1  3,495  3,425  76218KEJ
Rhode Island Health & Edl. Bldg. Corp. Hosp. 
Fing. Rev. (Roger Williams Hosp.) 
7.75% 7/1/16  BBB  1,000  1,110  762241E5
Rhode Island Health & Edl. Bldg. Corp. Rev. 
(Higher Ed. Facs. Johnson & Wales Univ.):
 Rfdg. Series A, 5.25% 4/1/16, 
  (Connie Lee Insured)  Aaa  4,000  3,775  762242FM
  6.375% 4/1/12, (Connie Lee Insured)  AAA  1,000  1,071  762242CB
  6.25% 4/1/22, (Connie Lee Insured)  AAA  1,000  1,058  762242CC
Rhode Island Hsg. & Mtg. Fin. Corp. (Home 
Ownership Opportunity) Series 3-A, 
7.80% 10/1/10  Aa  1,000  1,093  762211HP
  12,197
SOUTH CAROLINA - 0.6%
Florence Ind. Rev. (Florence Business Technical 
Assoc.):
 11.25% 11/1/94  -  115  118  340322AJ
  11.25% 11/1/14  -  6,500  6,663  340322AK
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
SOUTH CAROLINA - CONTINUED
Grand Strand Wtr. & Swr. Auth. Waterwks. & 
Swr. Sys. Rev. Series 1991, 6.375% 6/1/12, 
(MBIA Insured)  Aaa $ 2,000 $ 2,245  386475BU
Rock Hill Ind. Rev. (Rock Hill Business Technical 
Assoc. Proj.) 11% 10/1/14, LOC Canadian 
Imperial Bank of Commerce  -  3,000  3,011  772227AK
South Carolina Hsg. Auth. (Home Ownership 
Mtg. Purchase) Series 1985 B, 
9.375% 7/1/16  Aa  1,180  1,248  837117DG
  13,285
SOUTH DAKOTA - 0.2%
Rapid City Civic Ctr. Facs. Rev. (Rushmore Plaza 
Partners Ltd. Proj.) 11.50% 6/30/09  A  595  632  753354BC
South Dakota Lease Rev. (Trust Cfts.) Series A, 
6.625% 9/1/12, (Cap. Guaranty Insured)  Aaa  1,220  1,337  83756PCF
Spearfish School Dist. #40-2 Unltd. Tax 
(Lawrence County) 7.30% 7/1/11  A  1,500  1,712  847328CE
  3,681
TENNESSEE - 0.8%
Bradley County Ind. Dev. Board Ind. Dev. Rev. 
Rfdg. (Kroger Co. - Peytons SE Proj.) 
8.10% 5/1/12  Ba3  4,000  4,465  104565CK
Chattanooga-Hamilton County Hosp. Auth. Hosp. 
Rev. (Erlanger Med. Ctr.) 5.50% 10/1/13, 
(FSA Insured)  Aaa  2,500  2,491  162362EP
Chattanooga Ind. Dev. Board Poll. Cont. Rev. 
(Dupont E.I. de Nemours & Co.) 
6.35% 7/1/22  Aa2  1,000  1,081  162420BL
Clarksville Wtr. Swr. & Gas Rev. Rfdg. & Impt. 
(Cap. Appreciation):
 0% 2/1/14, (MBIA Insured)  Aaa  1,100  347  182618DY
  0% 2/1/15, (MBIA Insured)  Aaa  750  223  182618DZ
Knox County Health & Edl. Hsg. Facs. Board 
Hosp. Facs. Rev. (Mercy Health Sys.) Series B, 
5.875% 9/1/15, (AMBAC Insured)  Aaa  1,500  1,538  499523LC
Memphis-Shelby County Aprt. Auth. Aprt. Rev. 
Rfdg. 5.65% 9/1/15, (MBIA Insured)  Aaa  1,500  1,509  586111CF
Tennessee Hsg. Dev. Auth. Mtg. Fin. Series A, 
5.90% 7/1/18  A1  4,150  4,175  880460LG
  15,829
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
TEXAS - 5.2%
Austin Util. Sys. Rev. Rfdg. 6% 11/15/13  A $ 3,750 $ 3,914  0524732P
Cass County Envir. Protection Rev. 
(Int'l. Paper Co. Proj.) Series B, 
5.70% 5/1/12  A3  1,925  1,925  148077AB
Corpus Christi Hsg. Fin. Corp. Single Family 
Mtg. Rev. (Lomas & Nettleton Co.) Series A, 
13.375% 6/1/13  AA-  65  68  220138BQ
Cypress-Fairbanks Independent School Dist. Rfdg. 
Unltd. Tax Series A, 0% 2/15/12, 
(PSF Guaranteed)  Aaa  14,000  4,953  232760BG
Dallas Hsg. Corp. Cap. Proj. Rev. Rfdg. 
(Section 8 Assorted Projs.):
 7.70% 8/1/05  A  1,100  1,145  235292AM
  7.85% 8/1/13  A  1,000  1,051  235292AN
East Texas Health Facs. Dev. Corp. Hosp. Rev.
(Mem. Foundation Hosp. - Palestine, Inc.): 
 7.25% 8/15/03  -  2,970  2,959  275573AA
  7.80% 8/15/18  -  2,440  2,443  275573AB
Goose Creek Consolidated Independent School 
Dist. Rfdg. (Cap. Appreciation): 
 0% 2/15/08, (PSF Guaranteed)  Aaa  2,575  1,172  382604MA
  0% 2/15/09, (PSF Guaranteed)  Aaa  3,475  1,464  382604MB
  0% 2/15/10, (PSF Guaranteed)  Aaa  3,270  1,292  382604MC
Harris County Cultural & Ed. Facs. Fin. Corp. Rev. 
(Space Ctr. Houston Proj.):
 9% 8/15/00  -  6,000  6,878  414007AE
  9.25% 8/15/15  -  18,920  22,397  414007AF
Harris County Rfdg. (Toll Road Sr. Lien) Series B, 
6.625% 8/15/17, (AMBAC Insured)  Aaa  1,000  1,074  414003YL
Houston Hsg. Auth. Rev. (Low Income Elderly Hsg.) 
(1st Lien):
 7.50% 7/1/16  -  420  428  442384OA
  7.50% 7/1/18  -  405  413  442384OC
Houston Wtr. Conveyance Sys. Contract Ctfs. Prtn. 
Series D, 6.375% 12/15/07, (AMBAC Insured)  Aaa  1,500  1,658  442437EG
Port Arthur Hsg. Fin. Corp. Multi-Family Mtg. Rev. 
(Port Arthur Udal Proj.) Series E, 
9.625% 1/1/28, (FHA Guaranteed)  AAA  485  509  73350MAB
Port Arthur Hsg. Fin. Corp. Single Family Mtg. 
Rev. Rfdg. 8.70% 3/1/12  A  1,475  1,610  733500BV
Port Corpus Christi Ind. Dev. Corp. Rev. (Valero 
Refining & Marketing Co.) Series A, 
10.25% 6/1/17  Baa3  1,535  1,827  733906AB
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
TEXAS - CONTINUED
Port Dev. Corp. Ind. Dev. Rev. Rfdg. (Cargill, Inc. 
Proj.) 7.70% 3/1/07  Aa2 $ 1,000 $ 1,134  733885AK
Tarrant County Hsg. Fin. Corp. Single Family Mtg. 
Rev. Series A:
  9% 11/15/95  Ba  170  169  876394DA
  9.50% 5/15/03  Ba  1,075  1,074  876394DG
  9.625% 5/15/14  Ba  255  255  876394DJ
Texarkana Health Facs. Dev. Corp. Hosp. Rev. 
(Wadley Reg'l. Med. Ctr. Proj.) 
7% 10/1/05, (MBIA Insured)  Aaa  1,750  1,993  881834BC
Texas Gen. Oblig. Rfdg. (Veterans Land) 
7.40% 12/1/20  Aa  2,500  2,781  882716LZ
Texas Hsg. Agcy. Mtg. Rev. Single Family: 
(Verex Mtg. Assurance, Inc.) Series B, 
 11.25% 3/1/16  Aa  90  95  882482FM
 Series 1983 A, 10.50% 9/1/09  Aa  90  92  882482DG
Texas Muni. Pwr. Agcy. Rev. Rfdg. (Cap. 
Appreciation):
 0% 9/1/05, (AMBAC Insured)  Aaa  13,000  7,036  882555MX
   0% 9/1/10, (AMBAC Insured)  Aaa  4,000  1,560  882555NC
  0% 9/1/12, (AMBAC Insured)  Aaa  5,150  1,777  882555NE
Texas Nat'l. Research Lab. Commission Fing. 
Corp. Lease Rev. (Superconducting Super 
Collider) 7.10% 12/1/21  A  16,765  17,247  882585AP
Tomball Hosp. Auth. Rev. Rfdg. 6.125% 7/1/23  Baa  7,500  7,124  889854CV
Travis County Health Facs. Dev. Corp. Hosp. Rev. 
(Daughters of Charity - Seton Med. Ctr. Proj.) 
10.125% 11/1/15  Aa  1,000  1,128  89438HAE
Tyler Health Facs. Dev. Corp. Hosp. Rev. (East 
Texas Med. Ctr. Reg'l. Health Sys.) Series B, 
6.625% 11/1/11  Baa  7,045  7,194  902261CT
  109,839
VERMONT - 2.0%
Burlington Elec. Rev. Series A, 6.25% 7/1/14, 
(MBIA Insured)  Aaa  3,000  3,195  122079EG
Vermont Colleges Rev.:
Rfdg. 5.125% 7/1/18  A  2,000  1,850
 8% 7/1/18  AAA  2,250  2,675  924275AL
Vermont Edl. & Health Bldgs. Fing. Agcy. Rev.:
Rfdg. (Central Vermont Hosp. Proj.) 
 Series A, 8% 10/1/09  Baa1  2,500  2,700  924160NH
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
VERMONT - CONTINUED
Vermont Edl. & Health Bldgs. Fing. Agcy. Rev.: - continued
 (Middlebury College Proj.):
 6% 11/1/13  Aa $ 1,000 $ 1,039  924160TZ
  6% 11/1/22  Aa  4,500  4,658  924160UA
 (St. Michael's College Proj.) 6.50% 10/1/13  A-  3,000  3,199  924160SP
 (Vermont Hosp. Med. Ctr.) 6% 9/1/22, 
 (FGIC Insured)  Aa  1,000  1,020  924160UQ
Vermont Muni. Bond Bank:
Series 1: 
 5.375% 12/1/13  A  3,500  3,399  924211TV
  6.25% 12/1/18  A  4,000  4,235  924211TB
 Series 1991-1:
 7% 12/1/11  A  1,360  1,533  924211RF
  6.875% 12/1/22  A  2,385  2,671  924211RG
 Series B, 7.20% 12/1/20  A  3,000  3,360  924211PT
Vermont Pub. Pwr. Supply. Auth. Rev. (McNeil 
Proj.) Series C, 5% 7/1/15, (AMBAC Insured)  Aaa  5,850  5,506  924275BC
  41,040
VIRGINIA - 1.2%
Hopewell Ind. Dev. Auth. Resources Recovery Rev. 
(Stone Container Corp.) 8.25% 6/1/16  -  4,350  4,307  439714AC
Lynchburg Ind. Dev. Auth. Facs. 1st Mtg. Rev. 
Rfdg. (Central Health, Inc.) 8.125% 1/1/16  A1  3,000  3,386  551241CJ
Peninsula Ports Auth. Health Sys. Rev. (Riverside 
Health Sys. Proj.) Series A, 6.625% 7/1/18  Aa  4,400  4,741  707164AZ
Peninsula Ports Auth. Hosp. Facs. Auth. Rev. Rfdg. 
(Whittaker Mem. Proj.) 8.70% 8/1/23, 
(FHA Guaranteed)  Aa  1,500  1,738  707165DP
Portsmouth Pub. Impt. Rfdg. 5.45% 8/1/09  A1  1,000  1,006  737237M8
Richmond Redev. & Hsg. Auth. Mtg. Rev. 
(Multi-Family Hsg. Pinebrook Proj.) 
9.25% 10/1/20, (GNMA Coll.)  AAA  750  828  765435CG
Virginia Beach Dev. Auth. Hosp. Facs. Rev. 
(Virginia Beach Gen. Hosp.) Series A, 
8.75% 12/1/17  A1  600  696  927739BW
Virginia Hsg. Dev. Auth. Commonwealth Mtg. 
Series B, Sub-series B-2, 7.625% 7/1/17  Aa  2,000  2,108  928129H5
Virginia Pub. School Auth.: 
(Henrico County) 5.10% 7/15/94  Aaa  1,600  1,624
 Series C, 4.375% 1/1/95  Aa  4,400  4,444  92817FDC
Virginia Resources Auth. Wtr. & Swr. Sys. Rev. 
Series A, 7.70% 11/1/10  Aa  180  209  928180MY
  25,087
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
WASHINGTON - 4.5%
King County Pub. Hosp. Dist. #1 Hosp. Facs. Rev. 
Rfdg. (Valley Med. Ctr.) 6.25% 9/1/09, 
(AMBAC Insured)  Aaa $ 1,730 $ 1,868  494787BE
Washington Pub. Pwr. Supply Sys. Nuclear 
Proj. #1 Rev. Rfdg.:
 Series A, 7.50% 7/1/15  Aa  3,430  3,846  939827SU
  Series B, 7.25% 7/1/09  Aa  2,950  3,429  939827LV
  7.65% 7/1/12 (a)(f)  Aa  5,000  4,563  939827TR
Washington Pub. Pwr. Supply Sys. Nuclear 
Proj. #2 Rev. Rfdg.:
 Series A, 6.30% 7/1/12  Aa  7,000  7,473  939828PT
   Series C:
  0% 7/1/04  Aa  1,570  901  939828MG
   0% 7/1/05  Aa  16,330  8,798  939828MQ
   7.97% 7/1/10, (FGIC Insured) (a)(f)  Aa  17,500  16,516  939828RS
Washington Pub. Pwr. Supply Sys. Nuclear 
Proj. #3 Rev.:
 Rfdg. Series A:
  0% 7/1/09, (BIG Insured)  Aaa  3,400  1,403  939830FZ
   0% 7/1/10, (BIG Insured)  Aaa  6,940  2,681  939830GJ
   0% 7/1/11, (BIG Insured)  Aaa  4,000  1,445  939830GK
   0% 7/1/12, (BIG Insured)  Aaa  4,000  1,365  939830GL
   0% 7/1/13, (BIG Insured)  Aaa  4,000  1,285  939830GA
   0% 7/1/14, (BIG Insured)  Aaa  3,350  1,018  939830GM
  Rfdg. Series B, 7.125% 7/1/16  Aa  14,250  16,582  939830HJ
  Rfdg. Series C, 0% 7/1/14  Aa  6,405  1,896  939830QC
  7.65% 7/1/12 (a)(f)  Aa  20,500  19,142  939830PR
  94,211
WEST VIRGINIA - 0.6 %
West Virginia Parkway Econ. Dev. & Tourism 
Auth. Series C, 9.20% 5/15/13, 
(FGIC Insured) (a)(f)  Aaa  10,000  10,550  956661BN
West Virginia School Bldg. Auth. Rev. (Cap. Impt.) 
Series A, 6.75% 7/1/15  A  2,000  2,150  956540DM
  12,700
WYOMING - 1.2 %
Natrona County Hosp. Rev. (Wyoming Med. Ctr. 
Proj.) 8.125% 9/15/10  Baa1  4,500  5,113  638813AK
Wyoming Commty. Dev. Auth. Single Family Mtg. 
Series B, 7.40% 6/1/31, (FHA Guaranteed)  Aa  2,700  2,903  983219VA
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
WYOMING - CONTINUED
Wyoming Farm Loan Board Cap. Facs. Rev.:
Rfdg.: 
 6.20% 10/1/07  AA- $ 965 $ 1,038  983478CF
  6.25% 10/1/08  AA-  1,015  1,090  983478CG
  6.25% 10/1/12  AA-  2,000  2,112  983478CH
  5.75% 10/1/20  AA-  7,000  7,228  983478CJ
 0% 10/1/04  AA-  3,995  2,277  983478BL
 0% 10/1/05  AA-  3,995  2,162  983478BM
 0% 10/1/06  AA-  3,945  2,012  983478BN
  25,935
TOTAL MUNICIPAL BONDS
(Cost $1,895,432)   2,045,465
MUNICIPAL NOTES (A) - 2.8 %
  
FLORIDA - 0.1 %
Dade County Health Facs. Auth. Hosp. Rev. 
(Miami Childrens Hosp. Proj.) Series 1990, 
2.35%, LOC Barnett Bank, VRDN  VMIG1  2,100  2,100  233904KQ
GEORGIA - 0.1 %
Hapeville Dev. Auth. Ind. Dev. Rev. (Hapeville 
Hotel Proj.) 2.35%, LOC Swiss Bank, VRDN  P-1  1,200  1,200  411368AA
ILLINOIS - 0.2 %
Illinois Health Facs. Auth. Rev. (LaGrange Mem. 
Health Sys.) Series 1990, 1.90%, LOC First 
Nat'l. Bank of Chicago, VRDN  VMIG1  4,300  4,300  45201HK2
INDIANA - 0.9 %
Indiana Health Facs. Fin. Auth. Rev. (Cap. Access 
Designated Pooled) Series 1992, 2.20%, 
LOC Comerica Bank, VRDN  VMIG1  1,700  1,700  454798CR
Indiana Hosp. Equip. Fing. Auth. Rev. 
Series 1985 A, 2.10%, (MBIA Insured) 
BPA Bank of New York, VRDN  VMIG1  17,500  17,500  454800AF
  19,200
LOUISIANA - 0.1 %
Louisiana Pub. Facs. Auth. Dev. Rev. Ind. Dev. 
(Kenner Hotel Ltd.) 2%, LOC Long-Term Cr. 
Bank of Japan, VRDN  -  2,850  2,850  546396WB
MUNICIPAL NOTES (A) - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
MARYLAND - 0.0 %
Maryland Health & Higher Edl. Facs. Rev. (Pooled 
Loan Prog.) Series A, 2.60% LOC Dai-Ichi 
Kangyo Bank Ltd., VRDN  VMIG 1 $ 800 $ 800  574215RC
MASSACHUSETTS - 0.4 %
Massachusetts Health & Edl. Facs. Auth. Rev. 
(Cap. Asset Prog.) Series 1985 D, 2.15%,
(MBIA Insured) BPA Sanwa Bank, VRDN  VMIG 1  9,000  9,000  575850MP
MICHIGAN - 0.1 %
Farmington Hills Hosp. Fin. Auth. Hosp. Rev. 
(Botsford Hosp.) 1.90%, (MBIA Insured) BPA 
Manufacturers Nat'l. Corp., Detroit, VRDN  VMIG 1  2,200  2,200  311166AV
MINNESOTA - 0.3 %
Minnesota Higher Ed. Coordinating Board Rev. 
(Supplemental Student Loan Prog.) Series 1984, 
2.425%, LOC Mitsubishi Bank Ltd., VRDN  -  2,410  2,410  604147BW
Minnesota Gen. Oblig. 2.35%, VRDN  -  3,000  3,000
  5,410
NEW JERSEY - 0.3 %
Hudson County Impt. Auth. Rev. (Essential Purp. 
Pooled Gov't. Loan Prog.) Series 1986, 2.45%, 
LOC Marine Midland Bank, VRDN  A-1  3,645  3,645  443728AB
New Jersey Tpk. Auth. Tpk. Rev. Series 1991 D, 
2.20%, (FGIC Insured) BPA Societe Generale,
VRDN  VMIG 1  2,200  2,200  646139JR
  5,845
OHIO - 0.1 %
Ohio State Univ. Rev. (Gen. Receipts) 
Series 1986 B, 2.10%, BPA Fuji Bank, VRDN  VMIG 1  1,000  1,000  677653QZ
PENNSYLVANIA - 0.2 %
Quakertown Hosp. Auth. Hosp. Rev. (HPS Group 
Pooled Fing. Prog.) Series 1985 A, 2.35%, 
LOC First Nat'l. Bank of Chicago, VRDN  VMIG 1  2,000  2,000  747523AP
Schuylkill County Ind. Dev. Auth. Resources 
Recovery Rev. (Westwood Energy Prop.) 
Series 1985, 2.10%, LOC Fuji Bank, VRDN  P-1  2,600  2,600  80839TAA
  4,600
TOTAL MUNICIPAL NOTES 
(Cost $58,505)   58,505
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $1,953,937)  $ 2,103,970
FUTURES CONTRACTS 
    EXPIRATION UNDERLYING FACE UNREALIZED
   DATE AMOUNT AT VALUE GAIN/(LOSS)
    (000S) (000S)
PURCHASED
215 Municipal Bond Index 
Futures Contracts   Dec. 1993 $ 21,876 $ (98)
THE VALUE OF FUTURES CONTRACTS PURCHASED AS A PERCENTAGE OF TOTAL
INVESTMENT IN SECURITIES - 1.0%
SOLD
270 U.S. Treasury Note Futures Contracts   Dec. 1993 $ 30,603 $ 251
THE VALUE OF FUTURES CONTRACTS SOLD AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 1.5%
SECURITY TYPE ABBREVIATIONS
VRDN - Variable Rate Demand Notes
LEGEND
1. The coupon rate shown on floating or adjustable rate securities
represents the rate at period end.
2. Security collateralized by an amount sufficient to pay interest and
principal.
3. Debt obligation initially issued in zero coupon form which converts to
coupon 
form at a specified rate and date.
4. Non-income producing - issuer filed for protection under the Federal
Bankruptcy Code or is in default of interest payment.
5. A portion of the security was pledged to cover margin requirements for
futures contracts. At the period end, the value of securities pledged
amounted to $17,779,000.
6. Inverse floating rate security is a security where the coupon is
inversely indexed to a floating interest rate multiplied by a specified
factor. If the floating rate is high enough, the coupon rate may be zero or
be a negative amount that is carried forward to reduce future interest
and/or principal payments. The price may be considerably more volatile than
the price of a compara- ble fixed rate security.
7. Standard & Poor's Corporation credit ratings are used in the absence
of a rating by Moody's Investors Service, Inc.
OTHER INFORMATION
The composition of long-term debt holdings as a percentage of total value
of investment in securities, is as follows (ratings are unaudited):
 MOODY'S S&P
 RATINGS RATINGS
Aaa, Aa, A 53.2% AAA, AA, A 60.7%
Baa 14.1% BBB  12.5%
Ba 5.0% BB  3.0%
B 1.6% B  2.0%
Caa 0.0% CCC  0.0%
Ca, C 0.0% CC, C  0.0%
  D  0.0%
The percentage not rated by either S&P or  Moody's amounted to 11.9%.
The distribution of municipal securities by revenue source, as a percentage
of total value of investment in securities is as follows:
Health Care  27.9%
Electric Revenue  19.1
General Obligation  10.7
Others (individually less 
  than 10%)  42.3
TOTAL  100.0%
INCOME TAX INFORMATION 
At November 30, 1993, the aggregate cost of investment securities for
income tax purposes was $1,953,985,000. Net unrealized appreciation
aggregated $149,985,000, of which $167,588,000 related to appreciated
investment securities and $17,603,000 related to depreciated investment
securities. 
At November 30, 1993, the fund was required to defer $37,933,000 of losses
on futures contracts.
The fund hereby designates $8,400,000 as a capital gain dividend for the
purpose of the dividend paid deduction.
FINANCIAL STATEMENTS
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
<TABLE>
<CAPTION>
<S>                                                                  <C>        <C>           
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNTS) NOVEMBER 30, 1993                             
 
ASSETS                                                               8.         9.            
 
10.Investment in securities, at value (cost $1,953,937)              11.        $ 2,103,970   
(Note 1) - See accompanying schedule                                                          
 
12.Cash                                                              13.         1,986        
                                                                                              
 
14.Receivable for investments sold                                   15.         18,863       
 
16.Interest receivable                                               17.         35,194       
 
18.Other receivables                                                 19.         204          
 
20. TOTAL ASSETS                                                     21.         2,160,217    
 
LIABILITIES                                                          22.        23.           
 
24.Payable for investments purchased                                 $ 18,097   25.           
 
26.Payable for fund shares redeemed                                   10,117    27.           
 
28.Dividends payable                                                  2,788     29.           
 
30.Accrued management fee                                             737       31.           
 
32.Other payables and accrued expenses                                288       33.           
 
34. TOTAL LIABILITIES                                                35.         32,027       
 
36.NET ASSETS                                                        37.        $ 2,128,190   
 
38.Net Assets consist of:                                            39.        40.           
 
41.Paid in capital                                                   42.        $ 1,926,817   
 
43.Accumulated undistributed net realized gain (loss) on             44.         51,187       
investments                                                                                   
 
45.Net unrealized appreciation (depreciation) on:                    46.        47.           
 
48. Investment securities                                            49.         150,033      
 
50. Futures contracts                                                51.         153          
 
52.NET ASSETS, for 160,919 shares outstanding                        53.        $ 2,128,190   
 
54.NET ASSET VALUE, offering price and redemption price              55.         $13.23       
per share ($2,128,190 (divided by) 160,919 shares)                                            
 
</TABLE>
 
STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
<S>                                                        <C>         <C>         
AMOUNTS IN THOUSANDS YEAR ENDED NOVEMBER 30, 1993                                  
 
INTEREST INCOME                                            56.         $ 138,518   
 
EXPENSES                                                   57.         58.         
 
59.Management fee (Note 4)                                 $ 8,997     60.         
 
61.Transfer agent, accounting and custodian fees and        2,662      62.         
expenses (Note 4)                                                                  
 
63.Non-interested trustees' compensation                    5          64.         
 
65.Registration fees                                        81         66.         
 
67.Audit                                                    57         68.         
                                                                                   
 
69.Legal                                                    198        70.         
                                                                                   
 
71.Reports to shareholders                                  61         72.         
 
73.Miscellaneous                                            34         74.         
 
75. TOTAL EXPENSES                                         76.          12,095     
 
77.NET INTEREST INCOME                                     78.          126,423    
 
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS         80.         81.         
(NOTES 1 AND 3)                                                                    
79.Net realized gain (loss) on:                                                    
 
82. Investment securities                                   93,406     83.         
 
84. Futures contracts                                       (17,281)    76,125     
 
85.Change in net unrealized appreciation (depreciation)    86.         87.         
on:                                                                                
 
88. Investment securities                                   39,130     89.         
 
90. Futures contracts                                       941         40,071     
 
91.NET GAIN (LOSS)                                         92.          116,196    
 
93.NET INCREASE (DECREASE) IN NET ASSETS RESULTING         94.         $ 242,619   
FROM OPERATIONS                                                                    
 
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
<S>                                                         <C>                        <C>           
AMOUNTS IN THOUSANDS                                        YEARS ENDED NOVEMBER 30,                 
 
                                                            1993                       1992          
 
INCREASE (DECREASE) IN NET ASSETS                                                                    
 
95.Operations                                               $ 126,423                  $ 130,302     
Net interest income                                                                                  
 
96. Net realized gain (loss) on investments                  76,125                     18,201       
 
97. Change in net unrealized appreciation (depreciation)     40,071                     12,077       
on                                                                                                   
 investments                                                                                         
 
98. NET INCREASE (DECREASE) IN NET ASSETS RESULTING          242,619                    160,580      
FROM OPERATIONS                                                                                      
 
99.Distributions to shareholders from:                       (126,423)                  (130,302)    
Net interest income                                                                                  
 
100. Net realized gain                                       (30,740)                   (25,098)     
 
101.Share transactions                                       820,243                    732,349      
Net proceeds from sales of shares                                                                    
 
102. Reinvestment of distributions from:                     92,165                     95,370       
 Net interest income                                                                                 
 
103.                                                         24,493                     20,035       
Net realized gain                                                                                    
 
104. Cost of shares redeemed                                 (969,090)                  (774,639)    
 
105.                                                         (32,189)                   73,115       
Net increase (decrease) in net assets resulting from                                                 
share transactions                                                                                   
 
106.                                                         53,267                     78,295       
TOTAL INCREASE (DECREASE) IN NET ASSETS                                                              
 
NET ASSETS                                                  107.                       108.          
 
109. Beginning of period                                     2,074,923                  1,996,628    
 
110. End of period                                          $ 2,128,190                $ 2,074,923   
 
OTHER INFORMATION                                           112.                       113.          
111.Shares                                                                                           
 
114. Sold                                                    62,985                     57,784       
 
115. Issued in reinvestment of distributions from:           7,044                      7,529        
 Net interest income                                                                                 
 
116.                                                         1,953                      1,595        
Net realized gain                                                                                    
 
117. Redeemed                                                (74,180)                   (61,095)     
 
118. Net increase (decrease)                                 (2,198)                    5,813        
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
<S>                                <C>                        <C>        <C>        <C>        <C>        
119.                               YEARS ENDED NOVEMBER 30,                                               
 
120.                               1993                       1992       1991       1990       1989       
 
121.                                                          122.       123.       124.       125.       
 
126.SELECTED PER-SHARE DATA                                                                               
 
127.Net asset value,               $ 12.720                   $ 12.690   $ 12.610   $ 12.800   $ 12.210   
beginning of period                                                                                       
 
128.Income from                     .764                       .811       .845       .857       .893      
Investment                                                                                                
Operations                                                                                                
Net interest income                                                                                       
 
129. Net realized and               .700                       .190       .310       .200       .600      
                                                                                                          
 unrealized gain                                                                                          
 (loss) on                                                                                                
 investments                                                                                              
 
130. Total from                     1.464                      1.001      1.155      1.057      1.493     
investment                                                                                                
 operations                                                                                               
 
131.Less                            (.764)                     (.811)     (.845)     (.857)     (.893)    
Distributions                                                                                             
From net interest                                                                                         
 income                                                                                                   
 
132. From net                       (.190)                     (.160)     (.230)     (.390)     (.010)    
realized                                                                                                  
 gain on                                                                                                  
investments                                                                                               
 
133. Total                          (.954)                     (.971)     (1.075)    (1.247)    (.903)    
distributions                                                                                             
 
134.Net asset value,               $ 13.230                   $ 12.720   $ 12.690   $ 12.610   $ 12.800   
end of period                                                                                             
 
135.TOTAL RETURN                    11.92%                     8.21%      9.62%      8.91%      12.60%    
 
136.RATIOS AND SUPPLEMENTAL DATA                                                                          
 
137.Net assets, end                $ 2,128                    $ 2,075    $ 1,997    $ 1,784    $ 1,738    
of period (in millions)                                                                                   
 
138.Ratio of                        .56%                       .57%       .56%       .57%       .58%      
expenses to                                                                                               
average net assets                                                                                        
 
139.Ratio of net                    5.85%                      6.40%      6.72%      6.96%      7.10%     
interest income to                                                                                        
average net assets                                                                                        
 
140.Portfolio turnover              53%                        47%        44%        58%        71%       
rate                                                                                                      
 
</TABLE>
 
NOTES TO FINANCIAL STATEMENTS
For the period ended November 30, 1993
 
 
1. SIGNIFICANT ACCOUNTING 
POLICIES.
Fidelity High Yield Tax-Free Portfolio (the fund) is a fund of Fidelity
Court Street Trust(the trust) and is authorized to issue an unlimited
number of shares. The trust is registered under the Investment Company Act
of 1940, as amended (the 1940 Act), as an open-end management investment
company organized as a Massachusetts business trust. The following
summarizes the significant accounting policies of the fund:
SECURITY VALUATION. Securities are valued based upon a computerized matrix
system and/or appraisals by a pricing service, both of which consider
market transactions and dealer-supplied valuations. Short-term securities
maturing within sixty days are valued either at amortized cost or original
cost plus accrued interest, both of which approximate current value.
Securities for which quotations are not readily available through the
pricing service are valued at their fair value as determined in good faith
under consistently applied procedures under the general supervision of the
Board of Trustees.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes all of its taxable income for its fiscal
year. The schedule of investments includes information regarding income
taxes under the caption "Income Tax Information."
INTEREST INCOME. Interest income, which includes amortization of premium
and accretion of original issue discount, is accrued as earned.
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned between the
funds in the trust.
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are declared daily and paid
monthly from net interest income. Distributions from realized gains, if
any, are recorded on the ex-dividend date.
2. OPERATING POLICIES. 
FUTURES CONTRACTS AND OPTIONS. The fund may invest in futures contracts and
write options. These investments involve, to varying degrees, elements of
market risk and risks in excess of the amount recognized in the Statement
of Assets and Liabilities. The face or contract amounts reflect the extent
of the involvement the fund has in the particular classes of instruments.
Risks may be caused by an imperfect correlation between movements in the
price of the instruments and the price of the underlying securities and
interest rates. Risks also may arise if there is an illiquid secondary
market for the instruments, or due to the inability of counterparties to
perform.
2. OPERATING POLICIES - 
CONTINUED
FUTURES CONTRACTS AND OPTIONS - CONTINUED
Futures contracts are valued at the settlement price established each day
by the board of trade or exchange on which they are traded. Options traded
on an exchange are valued using the last sale price or, in the absence of a
sale, the last offering price. Options traded over-the-counter are valued
using dealer-supplied valuations.
3. PURCHASES AND SALES OF 
INVESTMENTS. 
Purchases and sales of securities, other than short-term securities,
aggregated $1,094,544,000 and $1,141,054,000, respectively.
The market value of futures contracts opened and closed amounted to
$1,683,982,000  and $1,854,623,000 respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES. 
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a monthly
fee that is calculated on the basis of a group fee rate plus a fixed
individual fund fee rate applied to the average net assets of the fund. The
group fee rate is the weighted average of a series of rates ranging from
.15% to .37% and is based on the monthly average net assets of all the
mutual funds advised by FMR. The annual individual fund fee rate is .25%.
For the period, the management fee was equivalent to an annual rate of .42%
of average net assets.
The Board of Trustees approved a new group fee rate schedule with rates
ranging from .1325% to .3700%. Effective November 1, 1993, FMR has
voluntarily agreed to implement this new group fee rate schedule as it
results in the same or a lower management fee.
DISTRIBUTION AND SERVICE PLAN. Pursuant to the Distribution and Service
Plan (the Plan), and in accordance with Rule 12b-1 of the 1940 Act, FMR or
the fund's distributor, Fidelity Distributors Corporation (FDC), an
affiliate of FMR, may use their resources to pay administrative and
promotional expenses related to the sale of the fund's shares. Subject to
the approval of the Board of Trustees, the Plan also authorizes payments to
third parties that assist in the sale of the fund's shares or render
shareholder support services. FMR or FDC has informed the fund that
payments made to third parties under the Plan amounted to $13,000 for the
period.
TRANSFER AGENT AND ACCOUNTING FEES. United Missouri Bank, N.A. (the Bank)
is the custodian and transfer and shareholder servicing agent for the fund.
The Bank has entered into a sub-
contract with Fidelity Service Co. (FSC), an affiliate of FMR, under which
FSC performs the activities associated with the fund's transfer and
shareholder servicing agent and accounting functions. The fund pays
transfer agent fees based on the type, size, number of accounts and number
of transactions made by shareholders. FSC pays for 
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED 
TRANSFER AGENT AND ACCOUNTING FEES - CONTINUED
typesetting, printing and mailing of all shareholder reports, except proxy
statements. The accounting fee is based on the level of average net assets
for the month plus out-of-pocket expenses. For the period, FSC received
transfer agent and accounting fees amounting to $1,960,000 and $537,000,
respectively.
REPORT OF INDEPENDENT ACCOUNTANTS
 
 
To the Trustees of Fidelity Court Street Trust and the Shareholders of 
Fidelity High Yield Tax-Free Portfolio:
We have audited the accompanying statement of assets and liabilities of
Fidelity Court Street Trust: Fidelity High Yield Tax-Free Portfolio,
including the schedule of portfolio investments, as of November 30, 1993,
and the related statement of operations for the year then ended, the
statement of changes in net assets for each of the two years in the period
then ended and the financial highlights for each of the five years in the
period then ended. These financial statements and financial highlights are
the responsibility of the fund's management. Our responsibility is to
express an opinion on these financial statements and financial highlights
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of November 30, 1993, by correspondence with the
custodian and brokers. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement 
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of Fidelity Court Street Trust: Fidelity High Yield Tax-Free Portfolio as
of November 30, 1993, the results of its operations for the year then
ended, the changes in its net assets for each of the two years in the
period then ended, and the financial highlights for each of the five years
in the period then ended, in conformity with generally accepted accounting
principles.
/s/COOPERS & LYBRAND
COOPERS & LYBRAND
Boston, Massachusetts
December 31, 1993
TO CALL FIDELITY
 
 
FOR FUND INFORMATION AND QUOTES
The Fidelity Telephone Connection offers you special automated telephone 
services for quotes and balances. The  services are easy to use,
confidential and quick. All you need is a Touch  Tone telephone.
YOUR PERSONAL IDENTIFICATION NUMBER 
(PIN)
The first time you call one of our automated telephone services, we'll ask
you
to set up your Personal Identification
Number (PIN).  The PIN assures that
only you have automated telephone
access to your account information.
Please have your Customer Number
(T-account #) handy when you call --
you'll need it to establish your PIN. If
you would ever like to change your PIN, just choose the "Change your
Personal
Identification Number" option when
you call. If you forget your PIN, please
call a Fidelity representative at 1-800-
544-6666 for assistance.
 
 
 
 
(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC
(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)MUTUAL FUND QUOTES*
1-800-544-8544
Just make a selection from this record-ed menu:
PRESS
 For quotes on funds you own.
1.
 For an individual fund quote.
2.
 For the ten most frequently 
requested Fidelity fund quotes.
3.
 For quotes on Fidelity Select 
Portfolios.(Registered trademark)
4.
 To change your Personal 
Identification Number (PIN).
5.
 To speak with a Fidelity 
representative. 
6.
(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC
(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)MUTUAL FUND ACCOUNT
BALANCES 1-800-544-7544
Just make a selection from this record-
ed menu:
PRESS
 For balances on funds you own.
1.
 For your most recent fund activity
(purchases, redemptions, and 
dividends).
2.
 To change your Personal 
Identification Number (PIN).
3.
 To speak with a Fidelity 
representative.
4.
* WHEN YOU CALL THE QUOTES LINE, PLEASE REMEMBER THAT A FUND'S YIELD AND
RETURN WILL 
VARY AND, EXCEPT FOR MONEY MARKET FUNDS, SHARE PRICE WILL ALSO VARY. THIS
MEANS THAT 
YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. THERE IS NO
ASSURANCE THAT 
MONEY MARKET FUNDS WILL BE ABLE TO MAINTAIN A STABLE $1 SHARE PRICE; AN
INVESTMENT IN 
A MONEY MARKET FUND IS NOT INSURED OR GUARANTEED BY THE U.S. GOVERNMENT.
TOTAL 
RETURNS ARE HISTORICAL AND INCLUDE CHANGES IN SHARE PRICE, REINVESTMENT OF
DIVIDENDS 
AND CAPITAL GAINS, AND THE EFFECTS OF ANY SALES CHARGES. FOR MORE
INFORMATION ON ANY 
FIDELITY FUND INCLUDING MANAGEMENT FEES AND CHARGES, CALL 1-800-544-8888
FOR A FREE 
PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST OR SEND MONEY.
TO VISIT FIDELITY
 
 
For directions and hours, 
please call 1-800-544-9797.
ARIZONA
7373 N. Scottsdale Road
Scottsdale, AZ
CALIFORNIA
851 Hamilton Avenue
Campbell, CA
527 North Brand Boulevard
Glendale, CA
19100 Von Karman Avenue
Irvine, CA
10100 Santa Monica Blvd.
Los Angeles, CA
811 Wilshire Boulevard
Los Angeles, CA
251 University Avenue
Palo Alto, CA
1760 Challenge Way
Sacramento, CA
7676 Hazard Center Drive
San Diego, CA
455 Market Street
San Francisco, CA
1400 Civic Drive
Walnut Creek, CA
COLORADO
1625 Broadway
Denver, CO
CONNECTICUT
185 Asylum Street
Hartford, CT
265 Church Street
New Haven, CT
300 Atlantic Street
Stamford, CT
DELAWARE
222 Delaware Avenue
Wilmington, DE
FLORIDA
4400 N. Federal Highway
Boca Raton, FL
2249 Galiano Street
Coral Gables, FL
4090 N. Ocean Boulevard
Ft. Lauderdale, FL
4001 Tamiami Trail, North
Naples, FL
32 West Central Boulevard
Orlando, FL
2401 PGA Boulevard
Palm Beach Gardens, FL
8065 Beneva Road
Sarasota, FL
2000 66th Street, North
St. Petersburg, FL
GEORGIA
3525 Piedmont Road, N.E.
Atlanta, GA
1000 Abernathy Road
Atlanta, GA
HAWAII
700 Bishop Street
Honolulu, HI
ILLINOIS
215 East Erie Street
Chicago, IL
One North Franklin
Chicago, IL
540 Lake Cook Road
Deerfield, IL
1415 West 22nd Street
Oak Brook, IL
1700 East Golf Road
Schaumburg, IL
LOUISIANA
201 St. Charles Avenue
New Orleans, LA
MAINE
3 Canal Plaza
Portland, ME
MARYLAND
1 West Pennsylvania Ave.
Towson, MD
7401 Wisconsin Avenue
Bethesda, MD
MASSACHUSETTS
470 Boylston Street
Boston, MA
21 Congress Street
Boston, MA
25 State Street
Boston, MA
300 Granite Street
Braintree, MA
101 Cambridge Street
Burlington, MA
416 Belmont Street
Worcester, MA
MICHIGAN
280 North Woodward Ave.
Birmingham, MI
26955 Northwestern Hwy.
Southfield, MI
MINNESOTA
38 South Sixth Street
Minneapolis, MN
MISSOURI
700 West 47th Street
Kansas City, MO
200 North Broadway
St. Louis, MO
NEW JERSEY
60B South Street
Morristown, NJ
501 Route 17, South
Paramus, NJ
505 Millburn Avenue
Short Hills, NJ
NEW YORK
1050 Franklin Avenue
Garden City, NY
999 Walt Whitman Road
Melville, L.I., NY
71 Broadway
New York, NY
350 Park Avenue
New York, NY
10 Bank Street
White Plains, NY
NORTH CAROLINA
2200 West Main Street
Durham, NC
OHIO
600 Vine Street
Cincinnati, OH
1903 East Ninth Street
Cleveland, OH
28699 Chagrin Boulevard
Woodmere Village, OH
OREGON
121 S.W. Morrison Street
Portland, OR
PENNSYLVANIA
1735 Market Street
Philadelphia, PA
439 Fifth Avenue
Pittsburgh, PA
TENNESSEE
5100 Poplar Avenue
Memphis, TN
TEXAS
10000 Research Boulevard
Austin, TX
7001 Preston Road
Dallas, TX
1155 Dairy Ashford
Houston, TX
1010 Lamar Street
Houston, TX
2701 Drexel Drive
Houston, TX
400 East Las Colinas Blvd.
Irving, TX
14100 San Pedro
San Antonio, TX
UTAH
175 East 400 South Street
Salt Lake City, UT
VERMONT
199 Main Street
Burlington, VT
VIRGINIA
8300 Boone Boulevard
Vienna, VA
WASHINGTON
411 108th Avenue, N.E.
Bellevue, WA
1001 Fourth Avenue
Seattle, WA
WASHINGTON, DC
1775 K Street,  N.W.
Washington, DC
WISCONSIN
222 East Wisconsin Avenue
Milwaukee, WI
 
TO WRITE FIDELITY
 
 
Please locate the address that is closest to you. We'll give your
correspondence immediate attention and send you written confirmation upon
completion of your request. Please send ALL correspondence about retirement
accounts to Dallas. 
(LETTER_GRAPHIC)(LETTER_GRAPHIC)(LETTER_GRAPHIC)MAKING CHANGES
TO YOUR ACCOUNT
(such as changing name, address, bank, etc.)
Fidelity Investments
P.O. Box 2269
Boston, MA 02107-2269
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
Fidelity Investments
P.O. Box 30280
Salt Lake City, UT 84130-0280
(LETTER_GRAPHIC)(LETTER_GRAPHIC)(LETTER_GRAPHIC)FOR NON-RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
Additional Payments
P.O. Box 2656
Boston, MA 02293-0656
Fidelity Investments
Additional Payments
P.O. Box 620024
Dallas, TX 75262-0024
Fidelity Investments
Additional Payments
P.O. Box 31455
Salt Lake City, UT 84131-0455
OVERNIGHT EXPRESS
Fidelity Investments
Additional Payments
World Trade Center
164 Northern Avenue
Boston, MA 02210
SELLING SHARES
Fidelity Investments
P.O. Box 193
Boston, MA 02103-0878
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
Fidelity Investments
P.O. Box 30281
Salt Lake City, UT 84130-0281
OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions
World Trade Center
164 Northern Avenue
Boston, MA 02210
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 193
Boston, MA 02101-0193
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
(LETTER_GRAPHIC)(LETTER_GRAPHIC)(LETTER_GRAPHIC)FOR RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 620024
Dallas, TX 75262-0024
SELLING SHARES
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA
OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
Gary L. French, Treasurer
John H. Costello, Assistant Treasurer
Arthur S. Loring, Secretary
BOARD OF TRUSTEES
J. Gary Burkhead
Richard J. Flynn *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
Edward H. Malone *
Gerald C. McDonough *
Thomas R. Williams *
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Co.
Boston, MA
CUSTODIAN
United Missouri Bank, N.A.
Kansas City, MO
(logo)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
FIDELITY TAX-FREE BOND FUNDS
Aggressive Tax-Free
California Tax-Free High Yield
California Tax-Free Insured
High Yield Tax-Free
Insured Tax-Free
Limited Term Municipals
Massachusetts Tax-Free High Yield
Michigan Tax-Free High Yield
Minnesota Tax-Free
Municipal Bond
New York Tax-Free High Yield
New York Tax-Free Insured
Ohio Tax-Free High Yield
Spartan Aggressive Municipal
Spartan California Municipal High Yield
Spartan Connecticut Municipal High Yield
Spartan Florida Municipal Income
Spartan Intermediate Municipal
Spartan Maryland Municipal Income
Spartan Municipal Income
Spartan New Jersey Municipal High Yield
Spartan New York Municipal High Yield
Spartan Pennsylvania Municipal High Yield
Spartan Short-Intermediate Municipal
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Account Balances  1-800-544-7544
Exchanges/Redemptions  1-800-544-7777
Mutual Fund Quotes   1-800-544-8544
Account Assistance 1-800-544-6666
Product Information 1-800-544-8888
Retirement Accounts 1-800-544-4774 
 (8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
 for the deaf and hearing impaired
 (9 a.m. - 9 p.m. Eastern time)
* INDEPENDENT TRUSTEES
 AUTOMATED LINES FOR QUICKEST SERVICE

 
 
 
EXHIBIT 24(A)(4)
(2_FIDELITY_LOGOS)
 
SPARTAN(Registered trademark)    
BOND STRATEGIST
 
ANNUAL REPORT
DECEMBER 31, 1993 
CONTENTS
 
 
PRESIDENT'S MESSAGE      3    Ned Johnson on minimizing taxes.         
 
PERFORMANCE              4    How the fund has done over time.         
 
FUND TALK                7    The manager's review of fund             
                              performance, strategy, and outlook.      
 
INVESTMENT CHANGES       10   A summary of major shifts in the         
                              fund's investments over the last six     
                              months.                                  
 
INVESTMENTS              11   A complete list of the fund's            
                              investments with their market value.     
 
FINANCIAL STATEMENTS     30   Statements of assets and liabilities,    
                              operations, and changes in net           
                              assets, as well as financial             
                              highlights.                              
 
NOTES TO FINANCIAL       34   Footnotes to the financial               
STATEMENTS                    statements.                              
 
REPORT OF INDEPENDENT    37   The auditor's opinion.                   
ACCOUNTANTS                                                            
 
 
THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE SUBMITTED FOR
THE GENERAL 
INFORMATION OF THE SHAREHOLDERS OF THE FUND. THIS REPORT IS NOT AUTHORIZED
FOR 
DISTRIBUTION TO PROSPECTIVE INVESTORS IN THE FUND UNLESS PRECEDED OR
ACCOMPANIED BY 
AN EFFECTIVE PROSPECTUS. NEITHER THE FUND NOR FIDELITY DISTRIBUTORS
CORPORATION IS A 
BANK, AND FUND SHARES ARE NOT BACKED OR GUARANTEED BY ANY BANK OR INSURED
BY THE 
FDIC.
PRESIDENT'S MESSAGE
 
 
 
DEAR SHAREHOLDER:
Once the new year begins, many people start reviewing their finances and
calculating their tax bills. No one wants to pay more taxes than they have
to. But a recent survey of 500 U.S. households, conducted by Fidelity and
Yankelovich Partners, showed that few people have taken steps to reduce
their taxes under the new legislation. Many were not even aware that the
new tax laws were retroactive to January 1993. 
Whether or not you're someone whose tax bill will increase as a result of
these changes, it may make sense to consider ways to keep more of what you
earn.
First, if your employer offers a 401(k) or 403(b) retirement savings plan,
consider enrolling. These plans are set up so you can make regular
contributions - 
before taxes - to a retirement savings plan. They offer a disciplined
savings strategy, the ability to accumulate earnings tax-deferred, and
immediate tax savings. For example, if you earn $40,000 a year and
contribute 7% of your salary to your 401(k) plan, your annual contribution
is $2,800. That reduces your taxable income to $37,200 and, if you're in
the 
28% tax bracket, saves you $784 in federal taxes. In addition, you pay no
taxes on any earnings until withdrawal. 
It may be a good idea to contact your benefits office as soon as possible
to find out when you can enroll or increase your contribution. Most
employers allow employees to make changes only a few times each year. 
Second, consider an IRA. Many people are eligible to make an IRA
contribution (up to $2,000) that is fully tax deductible. That includes
people who are not covered by company pension plans, or those within
certain income brackets. Even if you don't qualify for a fully deductible
contribution, any IRA earnings will grow tax-deferred until withdrawal. 
Third, consider adding to your tax-free investments, either municipal bonds
or municipal bond funds. Often these can provide higher after-tax yields
than comparable taxable investments. For example, if you're in the new 36%
federal income tax bracket and invest $10,000 in a taxable investment
yielding 7%, you'll pay $252 in federal taxes and receive $448 in income.
That same $10,000 invested in a tax-free bond fund yielding 5.5% would
allow you to keep $550 in income. 
These are three investment strategies that could help lower your tax bill
in 1994. If you're interested in learning more, please call us at
1-800-544-8888 or visit a Fidelity Investor Center. 
Wishing you a prosperous new year,
Edward C. Johnson 3d, Chairman
PERFORMANCE: THE BOTTOM LINE
 
 
There are several ways to evaluate a fund's historical performance. You can
look at the total percentage change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. Each figure
includes changes in a fund's share price, plus reinvestment of any
dividends (or income) and capital gains (the profits the fund earns when it
sells bonds that have grown in value). You can also look at the fund's
income.
CUMULATIVE TOTAL RETURNS
PERIODS ENDED DECEMBER 31, 1993          PAST 1   PAST 5   LIFE OF   
                                         YEAR     YEARS    FUND      
 
Aggressive Tax-Free                      13.63%   63.20%   142.75%   
 
Lehman Brothers Municipal Bond Index     12.29%   62.86%   n/a       
 
Average High Yield Municipal Bond Fund   11.59%   56.89%   n/a       
 
Consumer Price Index                     2.75%    21.00%   35.00%    
 
CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, one year, five years, or since the fund
began on September 13, 1985. For example, if you had invested $1,000 in a
fund that had a 5% return over the past year, you would have $1,050. You
can compare these figures to the performance of the Lehman Brothers
Municipal Bond Index - a broad gauge of the municipal bond market. To
measure how the fund stacked up against its peers, you can look at the
average high yield municipal bond fund, which reflects the performance of
33 high yield municipal bond funds tracked by Lipper Analytical Services.
Both benchmarks include reinvested dividends and capital gains, if any.
Comparing the fund's performance to the consumer price index helps show how
your fund did compared to inflation. (The periods covered by the CPI
numbers are the closest available match to those of the fund.)
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED DECEMBER 31, 1993          PAST 1   PAST 5   LIFE OF   
                                         YEAR     YEARS    FUND      
 
Aggressive Tax-Free                      13.63%   10.29%   11.27%    
 
Lehman Brothers Municipal Bond Index     12.29%   10.25%   n/a       
 
Average High Yield Municipal Bond Fund   11.59%   9.38%    n/a       
 
Consumer Price Index                     2.75%    3.89%    3.66%     
 
AVERAGE ANNUAL TOTAL RETURNS take the fund's actual (or cumulative) return
and show you what would have happened if the fund had performed at a
constant rate each year. 
$10,000 OVER LIFE OF FUND
 
 
 
          Aggressive Tax Free   LB Muni Bond
 09/30/85           10000.00            10000.00
 10/31/85           10293.24            10342.60
 11/30/85           10750.22            10713.59
 12/31/85           11054.53            10807.76
 01/31/86           11517.60            11444.34
 02/28/86           11936.31            11898.11
 03/31/86           12113.78            11901.91
 04/30/86           12110.96            11910.96
 05/31/86           11948.51            11717.05
 06/30/86           12044.82            11828.83
 07/31/86           12106.70            11900.63
 08/31/86           12429.80            12433.42
 09/30/86           12502.07            12464.63
 10/31/86           12772.58            12679.89
 11/30/86           13032.26            12931.08
 12/31/86           13015.25            12895.39
 01/31/87           13394.05            13283.67
 02/28/87           13615.37            13349.03
 03/31/87           13585.36            13207.53
 04/30/87           12941.95            12544.78
 05/31/87           12855.34            12482.55
 06/30/87           13140.00            12849.04
 07/31/87           13284.90            12980.10
 08/31/87           13359.92            13009.31
 09/30/87           12987.83            12529.65
 10/31/87           12804.91            12574.01
 11/30/87           13002.23            12902.32
 12/31/87           13199.87            13089.53
 01/31/88           13715.33            13555.78
 02/29/88           13905.03            13699.06
 03/31/88           13788.93            13539.47
 04/30/88           13820.88            13642.37
 05/31/88           13903.10            13602.94
 06/30/88           14135.88            13801.95
 07/31/88           14256.62            13891.94
 08/31/88           14340.43            13904.17
 09/30/88           14563.27            14155.83
 10/31/88           14814.21            14405.68
 11/30/88           14766.30            14273.73
 12/31/88           14969.26            14419.75
 01/31/89           15147.47            14717.95
 02/28/89           15126.54            14550.01
 03/31/89           15160.52            14515.24
 04/30/89           15475.75            14859.83
 05/31/89           15753.20            15168.47
 06/30/89           15962.93            15374.46
 07/31/89           16104.61            15583.70
 08/31/89           16080.58            15431.14
 09/30/89           16088.10            15384.85
 10/31/89           16102.56            15572.54
 11/30/89           16300.96            15845.06
 12/31/89           16392.05            15974.99
 01/31/90           16376.49            15899.91
 
 
 
 
 
 
 02/28/90           16506.45            16041.42
 03/31/90           16568.47            16046.23
 04/30/90           16464.00            15930.70
 05/31/90           16715.18            16277.99
 06/30/90           16852.49            16421.23
 07/31/90           17141.08            16662.62
 08/31/90           16972.14            16421.02
 09/30/90           17131.96            16430.87
 10/31/90           17247.70            16728.27
 11/30/90           17530.51            17064.51
 12/31/90           17618.80            17139.59
 01/31/91           17702.31            17369.26
 02/28/91           17875.98            17520.37
 03/31/91           17925.82            17527.38
 04/30/91           18161.71            17760.50
 05/31/91           18287.18            17918.56
 06/30/91           18354.95            17900.65
 07/31/91           18646.35            18119.03
 08/31/91           18908.46            18358.20
 09/30/91           19124.94            18596.86
 10/31/91           19274.10            18764.23
 11/30/91           19341.31            18816.77
 12/31/91           19692.96            19221.33
 01/31/92           19762.64            19265.54
 02/29/92           19809.61            19271.32
 03/31/92           19865.72            19279.03
 04/30/92           20052.53            19450.61
 05/31/92           20310.89            19680.13
 06/30/92           20580.68            20010.76
 07/31/92           21201.95            20611.08
 08/31/92           20991.65            20409.09
 09/30/92           21109.61            20541.75
 10/31/92           20863.43            20340.44
 11/30/92           21266.33            20704.54
 12/31/92           21498.82            20915.72
 01/31/93           21822.09            21158.34
 02/28/93           22587.62            21924.28
 03/31/93           22397.93            21691.88
 04/30/93           22629.02            21910.97
 05/31/93           22808.39            22033.67
 06/30/93           23186.83            22401.63
 07/31/93           23254.76            22430.75
 08/31/93           23756.21            22897.31
 09/30/93           24046.79            23158.34
 10/31/93           24095.41            23202.34
 11/30/93           23930.39            22998.16
 12/31/93           24429.77            23483.42
 
$10,000 OVER LIFE OF FUND:  Let's say you invested $10,000 in Fidelity
Aggressive Tax-Free Portfolio on September 30, 1985, shortly after the fund
started. As the chart shows, by December 31, 1993, the value of your
investment would have grown to $24,430 - a 144.30% increase on your initial
investment. For comparison, look at how the Lehman Brothers Municipal Bond
index did over the same period. With dividends reinvested, the same $10,000
would have grown to $23,483 - a 134.83% increase.
 
UNDERSTANDING
PERFORMANCE
How a fund did yesterday is 
no guarantee of how it will do 
tomorrow. Bond prices, for 
example, move in the 
opposite direction of interest 
rates. In turn, the share price, 
return, and yield of a fund 
that invests in bonds will vary. 
That means if you sell your 
shares during a market 
downturn, you might lose 
money. But if you can ride out 
the market's ups and downs, 
you may have a gain.
(checkmark)
INCOME
YEARS ENDED DECEMBER 31,   1993   1992   1991   1990   1989   
 
Income return 6.80% 7.31% 7.97% 8.00% 8.09%
 
Capital gain return 3.04% 1.18% 0.56% 0% 0%
 
Change in share price  3.79% 0.68%  3.24% -0.52% 1.41%
 
Total return 13.63% 9.17% 11.77% 7.48% 9.50%
 
Income returns, capital gain returns, and changes in share price are all
part of a bond fund's total return. An income return reflects the dividends
paid by the fund. A capital gain return reflects the amount paid by the
fund to shareholders based on the profits it has from selling bonds that
have grown in value. Both returns assume the dividends or gains are
reinvested. Changes in the fund's share price include changes in the prices
of the bonds owned by the fund.
DIVIDENDS AND YIELD
PERIODS ENDED DECEMBER 31, 1993   PAST 30   PAST 6         PAST 1         
                                  DAYS      MONTHS         YEAR           
 
Dividends per share               n/a       39.24(cents)   78.30(cents)   
 
Annualized dividend rate          n/a       6.22%          6.34%          
 
Annualized yield                  5.63%     n/a            n/a            
 
Tax-equivalent yield              8.80%     n/a            n/a            
 
Dividends per share show the income paid by the fund for a set period. If
you annualize this number, based on an average share price of $12.52 over
the past six months and $12.35 over the past year, you can compare the
fund's income over these two periods. The 30-day annualized yield is a
standard formula for all funds based on the yields of the bonds in the
fund, averaged over the past 30 days. This figure shows you the yield
characteristics of the fund's investments at the end of the period. It also
helps you compare funds from different companies on an equal basis. The
tax-equivalent yield shows what you would have to earn on a taxable
investment to equal the fund's tax-free yield, if you're in the 36% federal
tax bracket.
FUND TALK: THE MANAGER'S OVERVIEW
 
 
 
MARKET RECAP
Generally, interest rates fell during 
the 12 months ended December 
31, 1993. As a result, bond prices 
rose and most fixed-income 
investors - including those in 
tax-free bonds - enjoyed 
attractive returns. The period 
began with worries of rising interest 
rates. The economic recovery was 
finally taking hold, and the 
spending plans of the 
president-elect were still unclear. 
But the bond market signaled its 
approval as President Clinton 
promised to reduce the deficit and 
fight inflation. The yield on the 
benchmark 30-year Treasury bond 
declined steadily and reached an 
historic low of 5.79% in 
mid-October. By year-end, mild 
inflation fears, fueled by a 
strengthening economy, had 
pushed up the yield on the 30-year 
bond to 6.35%. Two factors 
affected tax-free bonds specifically: 
on the positive side, higher federal 
taxes - discussed all year and 
approved in August - boosted 
demand. At the same time, record 
new issuance kept supplies high, 
which somewhat dampened 
prices. Overall during the period, 
tax-free bonds performed well 
compared to other fixed-income 
investments. The Lehman 
Brothers Municipal Bond Index - 
a broad measure of the tax-free 
bond market - rose 12.29%. By 
comparison, the Lehman Brothers 
Aggregate Bond Index - which 
tracks investment-grade taxable 
bonds - rose only 9.75%, due in 
part to relatively poor performance 
by mortgage-backed securities. 
An interview with Anne Punzak,
Portfolio Manager of Fidelity Aggressive Tax-Free Portfolio
Q. ANNE, HOW DID THE FUND DO?
A. For the 12 months ended December 31, 1993, the fund had a total return
of 13.63%. That beat the average high yield municipal bond fund, which
returned 11.59% over the same period, according to Lipper Analytical
Services.
Q. WHY DID THE FUND BEAT THE AVERAGE?
A. The fund had a duration - a measure of interest rate sensitivity - that
was longer than many other funds of this type. That meant its price could
rise more as interest rates fell, which is what happened over the past
year. At the end of December the fund's duration stood at eight years.
Mainly, that was due to a large stake - nearly 59.1% on December 31 - in
bonds with maturities of 20 years or more. As interest rates fell, it paid
to invest in bonds with longer maturities. That's because longer-term bonds
appreciated more than shorter-term bonds.
Q. AT THE END OF DECEMBER, THE FUND'S LARGEST SECTOR CONCENTRATION - AT
30.8% OF INVESTMENTS - WAS HEALTH CARE. ARE YOU CONCERNED THAT HEALTH-CARE
REFORM WILL HAVE A NEGATIVE IMPACT ON THESE BONDS?
A. Not particularly. In fact, some hospitals could actually benefit from
health-care reform, such as those in growing suburban areas with strong HMO
relationships and good cost controls. Reform also could spur consolidations
within the sector, which might offer some opportunities. I'm most
interested in smaller, lower-rated hospitals that could benefit from being
taken over by a larger, higher-rated hospital. The acquired hospital's
bonds would assume the higher rating of its acquirer. If the acquired
hospital's bonds were upgraded, they would most likely appreciate in price.
Q. WHAT'S ATTRACTIVE ABOUT ELECTRIC UTILITY BONDS - THE FUND'S SECOND
LARGEST SECTOR CONCENTRATION?
A. These bonds - at 15.9% of investments - typically provide attractive
yields. They also should become scarce once the utilities have refinanced
most of their older, more expensive debt at lower current interest rates.
That's because there were major expansion programs during the '80s, which
means there's little need for future bond issues to fund new plants. Once
the refinancings start to taper off, supply should dry up some and prices
could go higher. I favor electric utilities with high credit ratings and
strong management teams.
Q. YOU HAVE A BIG STAKE IN NON-RATED BONDS - ABOUT 28% OF THE FUND'S
INVESTMENTS. ARE THESE LOWER-QUALITY?
A.  A non-rated bond isn't necessarily lower quality or riskier than a
rated one. For example, the issuer of the bond might be in a sector or
industry group that the rating agencies don't follow. Or if the issuer has
a substantial amount of debt outstanding in the taxable market, it may not
consider it necessary to get a rating when coming to market with a small
amount of tax-exempt debt. What makes non-rated bonds attractive is they
often offer higher yields than rated bonds. Their high yields mean they
could do better than lower yielding bonds if interest rates rise and the
recovery speeds up. Plus, if the economy improves it would tend to improve
the credit quality of higher yield bonds, which would  be a positive for
prices. What's more, since these bonds offer a high income return, total
return probably wouldn't be as negatively affected as bonds that pay lower
yields. At year end, about 24% of the fund's investments were bonds judged
to be lower than
investment grade by Fidelity analysts. 
Q. DO YOU EXPECT INTEREST RATES TO RISE?
A. No, the U.S. economy is healthier than it was a year ago, but inflation
- -  which when rising can also cause interest rates to rise - appears to be
in check. Two early inflationary signs - commodity prices and wages -
haven't shown any real evidence of rebounding. To me, that signals that
inflation could hold steady for some time. If we do have a low growth, low
inflation environment it would most likely be positive for bonds.
Q. SO WHAT CAN INVESTORS EXPECT OVER THE NEXT 12 MONTHS?
A. Probably more modest returns than they've enjoyed in 1993. Even so,
tax-free bonds could beat taxable bonds, as higher taxes increase demand
for municipals and supply dwindles. 
FUND FACTS
GOAL: to provide high current 
income exempt from federal 
income tax by investing 
mainly in lower-quality 
municipal bonds with 
maturities of 20 or more 
years
START DATE: September 13, 
1985
SIZE: as of December 31, 
1993, over $952 million 
MANAGER: Anne Punzak, 
since January 1986; 
manager, Fidelity High Yield 
Tax-Free Portfolio, since 
October 1993; Spartan 
Aggressive Municipal Bond 
Fund, since April 1993; 
Spartan Florida Municipal 
Income, since March 1992; 
Fidelity Insured Tax-Free 
Portfolio, October 
1989-September 1993
(checkmark)
ANNE PUNZAK'S INVESTMENT 
PHILOSOPHY:
"My strategy can best be 
described as value oriented. 
That means I look for bonds 
that have prospects for 
improvement, but their prices 
don't yet reflect that potential. 
In other words, they're a 
bargain compared to their 
potential value and to other 
similar bonds. With the help of 
Fidelity's research staff, I try 
to find bonds that are 
currently out of favor with 
investors. That way, I'm in the 
position of already owning the 
bond when investor sentiment 
starts to improve."
(bullet)  So far, the fund's 8.2% stake 
in California bonds hasn't been 
affected by the recent 
earthquake. Since it's difficult 
to predict what the impact will 
be a year from now, the fund's 
California bonds will be closely 
monitored for any signs of 
problems .
(bullet)  At year-end, over 60% of the 
fund's investments were 
concentrated in three sectors 
with 30.8% in health-care 
bonds, 15.9% in electric utility 
bonds and 14.4% in industrial 
revenue bonds.
DISTRIBUTIONS
The Board of Trustees of 
Fidelity Aggressive Tax-Free 
Portfolio voted to pay on 
February 7, 1994, to 
shareholders of record at the 
opening of business on 
February 4, 1994, a 
distribution of $.05 derived 
from capital gains realized 
from sales of portfolio 
securities.
INVESTMENT CHANGES
 
 
TOP FIVE STATES AS OF DECEMBER 31, 1993 
                % OF FUND'S    % OF FUND'S    
                INVESTMENTS    INVESTMENTS    
                               6 MONTHS AGO   
 
New York        10.8           6.8            
 
California      8.2            5.3            
 
Massachusetts   7.6            7.3            
 
Michigan        7.0            8.0            
 
Texas           5.8            6.7            
 
TOP FIVE SECTORS AS OF DECEMBER 31, 1993 
                         % OF FUND'S    % OF FUND'S    
                         INVESTMENTS    INVESTMENTS    
                                        6 MONTHS AGO   
 
Health Care              30.8           30.6           
 
Electric Revenue         15.9           18.9           
 
Industrial Development   14.4           18.5           
 
Transportation           7.9            8.0            
 
Lease Revenue            6.8            3.5            
 
AVERAGE YEARS TO MATURITY AS OF DECEMBER 31, 1993 
               6 MONTHS AGO   
 
Years   20.7   20.6           
 
AVERAGE YEARS TO MATURITY SHOWS THE AVERAGE TIME UNTIL THE PRINCIPAL OF THE
BONDS IN THE FUND IS EXPECTED TO BE REPAID, WEIGHTED BY DOLLAR AMOUNT.
DURATION AS OF DECEMBER 31, 1993 
               6 MONTHS AGO    
 
Years    8.0    7.3            
 
DURATION SHOWS HOW MUCH A BOND'S PRICE FLUCTUATES WITH CHANGES IN INTEREST
RATES. IF RATES RISE 1%, FOR EXAMPLE, THE SHARE PRICE OF A FUND WITH A
FIVE-YEAR DURATION WILL FALL 5%.
QUALITY DIVERSIFICATION AS OF DECEMBER 31, 1993
(MOODY'S RATINGS) 
 Aaa 14.4
 Aa, A 21.0
 Baa 23.6
 Ba or B 9.6
 Caa 0.3
 Non-rated 28.3
Row: 1, Col: 1, Value: 28.3
Row: 1, Col: 2, Value: 1.3
Row: 1, Col: 3, Value: 8.6
Row: 1, Col: 4, Value: 23.6
Row: 1, Col: 5, Value: 21.0
Row: 1, Col: 6, Value: 14.4
THIS CHART EXCLUDES SHORT-TERM INVESTMENTS. WHERE MOODY'S RATINGS ARE NOT
AVAILABLE, WE HAVE USED S&P RATINGS. NON-RATED SECURITIES CONSIDERED TO
BE BAA OR BETTER QUALITY BY FMR ARE 3.9% OF THE FUND'S TOTAL INVESTMENTS.
INVESTMENTS DECEMBER 31, 1993
 
Showing Percentage of Total Value of Investment in Securities
 
 
MUNICIPAL BONDS - 97.7%
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
ALABAMA - 1.5%
Cullman Med. Ctr. (Cullman Reg'l. Med. Ctr.) 
Series A, 6.50% 2/15/23  Baa $ 5,575,000 $ 5,714,375
Mobile Arpt. Auth. Arpt. Rev. 11.25% 
10/1/14  Baa  1,600,000  1,728,000
Selma Spl. Care Facs. Fing. Auth. Hosp. Ref. Rfdg. 
(Vaughan Reg'l. Med. Ctr. Proj.):
  7.125% 6/1/14  -  4,570,000  4,570,000
  9.50% 6/1/14  -  1,390,000  1,680,163
  13,692,538
ALASKA - 0.5%
North Slope Borough Rfdg. Unltd. Tax Series G, 
8.35% 6/30/98  Baa1  3,000,000  3,472,500
North Slope Borough Gen. Oblig. Rfdg. 
Series C, 10.40% 6/30/95  Baa1  615,000  647,288
  4,119,788
ARIZONA - 1.9%
Arizona Health Facs. Auth. Hosp. Sys. Rev. 
(St. Luke's Hosp. Sys.) Series A, 
10.125% 11/1/15  Ba  12,000,000  12,930,000
Sierra Vista Ind. Dev. Auth. Hosp. Rev. Rfdg. 
(Sierra Vista Commty. Hosp. Proj.) 
8.75% 12/1/16  -  4,000,000  4,450,000
  17,380,000
ARKANSAS - 1.2%
Fayetteville Pub. Facs. Board Rev. Rfdg. 
(Butterfield Trail Village Proj.) Series A, 
9.50% 9/1/14  -  4,700,000  5,123,000
Pope County Poll. Cont. Rev. (Arkansas Pwr. & 
Lt. Co. Proj.) 11% 12/1/15  Baa2  5,000,000  5,750,000
  10,873,000
CALIFORNIA - 7.9%
California Gen. Oblig.:
 4.75% 9/1/12  Aa  1,300,000  1,226,875
 4.75% 9/1/23  Aa  9,500,000  8,692,500
California Dept. Wtr. Resources Rev. 
(Central Valley Proj.) (Wtr. Sys.):
  Series J-1, 7% 12/1/11  Aa  1,000,000  1,203,750
  6% 12/1/21  Aa  1,000,000  1,045,000
California Pub. Wrks. Board Lease Rev. Rfdg. 
(Dept. Corrections St. Prisons) Series A, 
5% 12/1/19, (AMBAC Insured)  Aaa  2,500,000  2,415,625
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
CALIFORNIA - CONTINUED
California Pub. Wks. Board Lease Rev. 
(California University Proj.) Series A, 
5.50% 6/1/14  A1 $ 2,250,000 $ 2,272,500
Del Norte County Rev. Rfdg. 
(Department of Corrections) 
5.20% 12/1/09  A1  5,750,000  5,735,625
California Statewide Commty. Dev. Corp. 
Ctfs. of Prtn. 5.50% 10/1/23  A+  5,000,000  4,825,000
Central Valley Fin. Auth. Cogeneration Proj.
Rev. (Carson Ice Generation Proj.) 
6.10% 7/1/13  BBB-  2,100,000  2,139,375
Culver City Redev. Fing. Auth. Rev. Rfdg. Tax 
Allocation 5.50% 11/1/14, (AMBAC Insured)  Aaa  3,000,000  3,090,000
Los Angeles Ctr. 5.125% 8/15/13, 
(MBIA Insured)  Aaa  3,000,000  2,932,500
Los Angeles Regional Arpt. Impt. Corp. Lease Rev. 
(Sub-Lease-Western Air Lines-Delta) 
11.25% 11/1/25  Baa2  6,000,000  6,892,500
Los Angeles Bldg. Auth. Lease Rev. Rfdg. 
(California St. Dept. Gen. Svcs.) Series A, 
5.625% 5/1/11  A1  1,400,000  1,436,750
Metro Wtr. Dist. Southern CA Wtrwrks. Rev. 
6% 7/1/21  Aa  780,000  808,275
Metropolitan Wtr. Dist. Southern California 
Wtrwks.:
  Rev. Rfdg. Series A, 5.75% 7/1/21  Aa  2,000,000  2,117,500
  RIB 8.028% 10/30/20 (d)(g)  Aa  2,000,000  2,027,500
Northern California Pwr. Agcy. Pub. Pwr. Rev. Rfdg. 
(Geothermal Proj. #3) Series A, 
5.85% 7/1/10  A  2,000,000  2,102,500
Port Oakland Port Rev.:
 Rfdg. (Cap. Appreciation) Series F, 0% 
 11/1/08, (MBIA Insured)  Aaa  3,045,000  1,404,506
 (Cap. Appreciation) Series F, 0% 
 11/1/09, (MBIA Insured)  Aaa  7,000,000  3,027,500
Rancho Wtr. Dist. Fin. Auth. 4.75% 8/15/21,
(AMBAC Insured)  Aaa  2,000,000  1,835,000
Riverside County Ctfs. of Prtn. Rfdg. 
(Air Force Village West, Inc.) Series A, 
8.125% 6/15/20  A-1+  4,000,000  4,225,000
Univ. of California Rev. Rfdg. Series C, 
5% 9/1/23, (AMBAC Insured)  Aaa  7,330,000  6,963,500
Univ. Rev. Rfdg. Multiple Purp. Projs. Series B, 
4.75% 9/1/21, (MBIA Insured)  Aaa  2,670,000  2,449,725
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
CALIFORNIA - CONTINUED
West & Ctrl . Basin Fin. Auth. Rev. West Basin 
Ref. Proj., Series A, 5% 8/1/13, 
(AMBAC Insured)  Aaa $ 3,000,000 $ 2,913,750
  73,782,756
COLORADO - 5.3%
Colorado Health Facs. Auth. Rev.:
  (PSL Health Sys. Proj.):
  Series A:
   7.25% 2/15/16, (FSA Insured)  Aaa  1,500,000  1,740,000
   6.875% 2/15/23  Baa  4,150,000  4,424,938
  Series B, 8.50% 2/15/21  Baa  2,400,000  2,775,000
 (Rocky Mountain Adventist): 
  6.625% 2/1/13  Baa  9,000,000  9,495,000
  6.625% 2/1/22  Baa  2,100,000  2,197,125
Denver City & County Arpt. Rev.:
 Series 1991 A, 8.75% 11/15/23 (e)  Baa1  6,500,000  7,743,125
 Series A:
  7.50% 11/15/12  Baa1  2,500,000  2,818,750
  7.25% 11/15/25  Baa1  3,250,000  3,595,313
 Series C, 6.50% 11/15/06 (e)  Baa1  4,575,000  4,815,188
 Series D: 
  7.40% 11/15/01 (e)  Baa1  3,000,000  3,318,750
  7.50% 11/15/02 (e)  Baa1  3,090,000  3,460,800
Hyland Hills Metropolitan Park & Recreational 
Dist. Spl. Rev. Rfdg. 10% 7/1/06  -  1,900,000  2,094,750
Mesa County Ind. Dev. Rev. (Joy Technologies, Inc. 
Proj.) 8.50% 9/15/06  Ba3  1,250,000  1,379,688
  49,858,427
CONNECTICUT - 0.2%
Connecticut Dev. Auth. Poll. Cont. Rev. 
(United Illuminating Co. Proj.) 9.50% 6/1/16  BBB-  1,650,000  1,850,063
DELAWARE - 0.4%
Wilmington Hosp. Rev. (Osteopathic Hosp. 
Assoc. Co.) Series A, 10.20% 10/1/18,
(Pre-Refunded to 10/1/98 @ 102) (f)   -  2,900,000  3,693,875
DISTRICT OF COLUMBIA - 1.1%
District of Columbia Gen. Oblig. Rfdg. 
Series A, 5.75% 6/1/03  Baa  1,000,000  1,037,500
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
DISTRICT OF COLUMBIA - CONTINUED
District of Columbia Hosp. Rev.:
 (Hosp. for Sick Children) Series A, 
 8.875% 1/1/21  - $ 3,000,000 $ 3,371,250
 Rfdg. (Medlantic Healthcare Group - Washington 
 Hosp. Ctr.) Series A, 7% 8/15/05  Baa1  2,500,000  2,731,250
Washington D.C. Metropolitan Area Trans. Auth. 
6% 7/1/08, (FGIC Insured)  Aaa  2,500,000  2,753,125
  9,893,125
FLORIDA - 1.0%
Hillsborough County Aviation Auth. Rev. 
(Spl. Purp. Facs. U.S. Air Proj.) 8.60% 
1/15/22 (e)  Ba2  800,000  905,000
Jacksonville Health Facs. Auth. Hosp. Rev. Rfdg. 
(Methodist Hosp. Proj.): 
 Series A:
  8% 10/1/06  -  2,000,000  1,970,000
  8% 10/1/15  -  1,000,000  976,250
 Series B
  8% 10/1/15  -  210,000  205,013
Lee County Hosp. Board Directors Hosp. Rev. RIB 
9.524% 3/26/20, (MBIA Insured) (d)(g)  Aaa  1,000,000  1,146,250
West Volusia Hosp. Auth. Hosp. Rev. Series B:
 9% 9/1/96  -  405,000  412,088
 9.375% 9/1/16  -  3,200,000  3,344,000
  8,958,601
GEORGIA - 2.3%
Georgia Muni. Elec. Auth. Pwr. Rev. Rfdg. 
Series Z, 5.50% 1/1/20  A1  8,800,000  8,965,000
Georgia Muni. Elec. Auth. Spl. Oblig. Fifth 
Crossover Series Proj. 1, 6.50% 1/1/17  A1  8,500,000  9,775,000
Savannah Hosp. Auth. Rev. Rfdg. & Impt. 
(Candler Hosp.) 7% 1/1/11  Baa  2,600,000  2,791,750
  21,531,750
ILLINOIS - 3.4%
Chicago O'Hare Int'l. Arpt. Spl. Facs. Rev.:
 (American Airlines, Inc. Proj.) Series A, 
 7.875% 11/1/25 (e)  Baa2  4,720,000  5,221,500
 Rfdg. Series A:
  5% 1/1/12  A1  4,000,000  3,880,000
  5% 1/1/16  A1  2,500,000  2,368,750
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
ILLINOIS - CONTINUED
Cooke & Will Counties Township High School
Dist.#206 Series A, 0% 12/1/03,
(AMBAC Insured)  Aaa $ 2,100,000 $ 1,283,625
Cook County Gen. Oblig. Unltd. Tax 0% 11/1/04, 
(AMBAC Insured)  Aaa  1,600,000  936,000
Illinois Health Facs. Auth. Rev.: 
 (GlenOaks Med. Ctr.) Series D:
  9.50% 11/15/15, (Pre-Refunded to 
  11/15/00 @ 102) (f)  AAA  2,870,000  3,791,988
  9.50% 11/15/15  Baa1  3,880,000  4,738,450
 (Hinsdale Hosp.) Series C, 9.50% 11/15/19, 
 (Pre-Refunded to 11/15/00 @ 102) (f)  Baa1  1,270,000  1,625,600
 (Rush Presbyterian-St. Luke's) 5.25% 11/15/20, 
 (MBIA Insured)  Aaa  2,730,000  2,624,213
 (Trinity Medical Ctr.) 7% 7/1/12  Baa1  2,700,000  2,882,250
Loves Park First Mtg. Rev. (Hoosier Care Proj.) 
Series A, 9.75% 8/1/19  -  1,575,000  1,651,781
Metropolitan Pier & Expo Auth. Dedicated 
St. Tax Rev. (McCormick Place Expansion Proj.) 
Series A, 0% 6/15/08, (FGIC Insured)  Aaa  2,000,000  920,000
  31,924,157
INDIANA - 1.8%
East Chicago Poll. Cont. Rev. (Inland Steel Co. 
Proj. #8) Series B, 10.75% 12/1/12  Ba3  3,000,000  3,303,750
Elkhart County Hosp. Auth. Rev. 
(Oaklawn Psychiatric Ctr., Inc. Proj.) 
12% 11/1/15  -  7,735,000  7,715,663
Indianapolis Arpt. Fac. Rev. Economic Dev. Rfdg. 
(Federal Express Corp. Proj.) 6.85% 
4/1/17 (b)  Baa3  4,000,000  4,100,000
Wells County Hosp. Auth. Rev. Rfdg. 
(Caylor Nickel Med. Ctr., Inc.) 11.75% 
4/1/09  AAA  2,000,000  2,075,000
  17,194,413
IOWA - 0.3%
Iowa Fin. Auth. Health Care Facs. Rev. 
(Mercy Health Initiatives Proj.):
  9.85% 7/1/09  -  1,500,000  1,584,375
  9.70% 7/1/99  -  1,100,000  1,139,875
  2,724,250
KANSAS - 0.2%
Olathe Hosp. Rev. (Olathe Hosp. 
Foundation, Inc. Proj.) 10.25% 8/1/16, 
(Pre-Refunded to 8/1/1995 @ 102) (f)  AAA  1,500,000  1,689,375
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
KENTUCKY - 1.3%
Kenton County Arpt. Board Arpt. Rev. 
(Spl. Facs. Delta) Series A, 7.50% 
2/1/20 (e)  Ba1 $ 4,500,000 $ 4,876,875
Owensboro Elec. Lt. & Pwr. Rev. Series B:
  0% 1/1/04, (AMBAC Insured)  Aaa  3,925,000  2,404,063
  0% 1/1/05, (AMBAC Insured)  Aaa  3,675,000  2,117,719
  0% 1/1/09, (AMBAC Insured)  Aaa  2,000,000  902,500
  0% 1/1/10, (AMBAC Insured)  Aaa  4,440,000  1,887,000
  0% 1/1/13, (AMBAC Insured)  Aaa  1,000,000  358,750
  12,546,907
LOUISIANA - 4.4%
Lake Charles Hbr. & Term. Dist. Port Facs. Rev. Rfdg. 
(Trunkline LNG Co. Proj.) Series 1992, 
7.75% 8/15/22  Ba2  12,900,000  14,641,500
Louisiana Pub. Facs. Auth. Ind. Dev. Rev. Rfdg. 
(Beverly Enterprises, Inc.) 8.25% 9/1/08  -  1,750,000  1,892,188
New Orleans Gen. Oblig. Rfdg.:
 0% 9/1/08, (AMBAC Insured)  Aaa  10,000,000  4,587,500
 (Cap. Appreciation) 0% 9/1/12, 
 (AMBAC Insured)  Aaa  6,250,000  2,257,813
  Ltd. Tax Rfdg. 0% 9/1/15, (AMBAC Insured)  Aaa  1,700,000  520,625
Ouachita Parish Hosp. Svc. Dist. #1 Rev. 
(Glenwood Reg'l. Med. Ctr.) 7.50% 7/1/21  A-  1,500,000  1,689,375
Port New Orleans Ind. Dev. Rev. Rfdg. 
(Continental Grain Co. Proj.) 7.50% 7/1/13  BB-  3,000,000  3,183,750
St. Charles Parish Environmental Impt. Rev.
(Louisiana Pwr & Lt. Proj.) Series B, 
5.95% 12/1/23  Baa2  2,000,000  1,992,500
West Feliciana Parish Poll. Cont. Rev. 
(Gulf State Util. Co. Proj.): 
  7.70% 12/1/14  -  6,750,000  7,787,813
  9% 5/1/15  -  2,340,000  2,846,025
  41,399,089
MARYLAND - 1.4%
Maryland Health & Higher Ed. Facs. Auth. 
Rev. Rfdg.:
  (Doctors Commty. Hosp.) 5.50% 7/1/24  Baa  5,900,000  5,582,875
  (Francis Scott Key Med. Ctr.) 5% 7/1/23, 
  (FGIC Insured)  Aaa  1,750,000  1,664,688
  (Frederick Mem. Hosp.) 5.25% 7/1/13,
  (FGIC Insured)  Aaa  2,300,000  2,320,125
  (Howard County Gen. Hosp.) 5.50% 7/1/21  Baa1  3,000,000  2,853,750
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
MARYLAND - CONTINUED
Prince George's County Poll. Cont. Rev. Rfdg. 
(Potomac Elec. Pwr. Proj.) 6% 9/1/22  A1 $ 1,000,000 $ 1,057,500
  13,478,938
MASSACHUSETTS - 7.6%
Massachusetts Bay Trans. Auth. (Gen. Trans. Sys.):
 Rfdg. Series A, 5.50% 3/1/09  A  4,000,000  4,140,000
 Series A, 7% 3/1/21  A  1,500,000  1,828,125
 Series B, 6.20% 3/1/16  A  3,800,000  4,237,000
Massachusetts Gen. Oblig. (Cap. Appreciation 
Consolidated Loan) Series C, 0% 12/1/05  A  3,500,000  1,951,250
Massachusetts Health & Edl. Facs. Auth. Rev. 
(1st Mtg.) (Fairview Extended Care) 
Series A, 10.25% 1/1/21  -  4,000,000  4,420,000
Massachusetts Ind. Fin. Agcy. Ind. Rev.:
 (Terra-Lt., Inc.) 13% 11/1/01  A3  3,500,000  4,256,875
 (Union Mission Proj.) 9.55% 9/1/26, 
 (FHA Guaranteed) (c)  Aaa  4,000,000  4,875,000
Massachusetts Ind. Fin. Agcy. Rev.:
 Rfdg.: 
  (Emerson College) 8.90% 1/1/18  -  10,000,000  11,750,000
  (Morton Hosp. & Med. Ctr.) Series A, 
  8.75% 7/1/11  -  4,180,000  5,130,950
 (Atlanticare Med. Ctr.) Series A, 10.125% 
 11/1/14  -  3,600,000  4,180,500
 (Cap. Appreciation) (Massachusetts Biomedical): 
 Series A-1, 0% 8/1/03  -  6,300,000  3,827,250
  Series A-2: 
   0% 8/1/06    4,000,000  2,005,000
   0% 8/1/09  -  6,000,000  2,475,000
 (Institute Dev. Disabilities) 9.25% 6/1/09    4,560,000  4,463,100
 (1st Mortgage Reeds Landing) 7.75% 10/1/00    1,000,000  997,500
 8.625% 10/1/23  -  3,500,000  3,495,625
Massachusetts Muni. Wholesale Elec. Co. Pwr. 
Supply Sys. Rev. (Reg. Inflos) Series A, 
7.72% 7/1/18 (d)(g)  Aaa  1,750,000  1,723,750
Massachusetts Wtr. Resources Auth. Gen. Rfdg. 
Series C, 5.25% 12/1/15  A  5,000,000  4,875,000
  70,631,925
MICHIGAN - 7.0%
Detroit Convention Facs. Rev. Rfdg. Ltd. Tax 
(Cobo Hall Expansion Proj.) 5.25% 9/30/07  A  2,000,000  1,977,500
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
MICHIGAN - CONTINUED
Detroit Convention Facs. Rev. Rfdg. 
(Cobo Hall Expansion Proj.) 5.25% 9/30/12  A $ 4,000,000 $ 3,885,000
Detroit Hosp. Fin. Auth. Facs. Rev. 
(Michigan Healthcare Corp. Proj.) 
10% 12/1/20  B  5,985,000  6,673,275
Flint Hosp. Bldg. Auth. Rev. (Hurley Med. Ctr.) 
7.80% 7/1/14  Baa1  4,750,000  5,236,875
Highland Park Hosp. Fin. Auth. Hosp. Facs. Rev.: 
 (Lakeside Commty. Hosp. Proj.) 10% 3/1/20  B  9,395,000  10,123,113
 (Michigan Health Care Corp. Proj.) Series A, 
 9.875% 12/1/19  B  7,350,000  7,809,375
Michigan Hosp. Fin. Auth. Rev. Rfdg. 
(Saratoga Commty. Hosp.) 8.75% 6/1/10  -  490,000  540,225
Michigan Muni. Bond Auth. Rev. (Local Gov't. 
Loan) Series C-A, 0% 6/15/12, 
(FSA Insured)  Aaa  2,125,000  767,656
Michigan Strategic Fund Ltd. Oblig. Rev. 
(Mercy Svcs. for Aging Proj.) 9.40% 5/15/20  -  11,900,000  13,060,233
Midland County Econ. Dev. Corp. Poll. Cont. 
Rev. Rfdg. (Subordinated Ltd. Oblig.) 
Series B, 9.50% 7/23/09 (e)  -  7,000,000  7,980,000
Waterford Township Econ. Dev. Corp. Rev.: 
 (Canterbury Health Care) 8% 7/1/08  -  450,000  457,313
 Ltd. Tax Oblig. (Canterbury Health Care) 
 8.375% 7/1/23  -  1,300,000  1,348,750
Wayne Charter County Spl. Arpt. Facs. Rev. 
(Republic Airlines, Inc. Proj.) Series C, 
10.375% 12/1/15  -  4,960,000  5,375,400
  65,234,715
MINNESOTA - 1.5%
Minneapolis & St. Paul Hsg. & Redev. Auth. 
Healthcare Sys. Rev. (Healthspan Health Sys. Corp.)
(Health One Sys.) Series A, 4.75% 11/15/18, 
(AMBAC Insured)  Aaa  4,000,000  3,695,000
Minnesota Energy & Econ. Dev. Auth. Rev. 
(Small Bus Dev. Lot 1) Series A, 
9.25% 8/1/06  -  695,000  761,025
St. Paul Hsg. & Redev. Auth. Hosp. Rev. 
(Healtheast Proj.):
  Series A, 9.75% 11/1/17  Baa  2,520,000  2,954,700
  Series B, 9.75% 11/1/17  Baa  1,000,000  1,167,500
  Series C, 9.75% 11/1/17  Baa  175,000  205,188
St. Paul Port Auth. Ind. Dev. Rev.:
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
MINNESOTA - CONTINUED
 (Riverview II Proj.) Series 1983 A, 10% 1/1/13  CCC $ 1,305,000 $
1,239,750
 Series 1981-M, 13.50% 11/1/11  CCC  950,000  950,000
 Series 1982-G, 12.875% 5/1/12  CCC  875,000  866,250
Southern Minnesota Muni. Pwr. Agcy. Pwr. 
Supply Sys. Rev. Series A, 4.75% 1/1/16  A1  2,000,000  1,877,500
  13,716,913
MISSISSIPPI - 1.4%
Claiborne County Poll. Cont. Rev. (Middle South 
Energy, Inc. Proj.): 
  Series A, 9.50% 12/1/13  -  1,550,000  1,894,875
  Series C, 9.875% 12/1/14  -  6,195,000  7,674,056
  Series E, 9.50% 4/1/16  Baa3  2,000,000  2,257,500
Lafayette County Hosp. Rev. (Oxford-Lafayette 
County Hosp. Proj.) 11.75% 11/1/04  -  1,295,000  1,416,406
  13,242,837
MISSOURI - 1.8%
Boone County Ind. Dev. Auth. Ind. Rev. 1st Mtg. 
(Fairview Extended Care) Series A, 
10.125% 1/1/11  -  2,410,000  2,641,963
Kansas City Ind. Dev. Auth. Health Facs. Rev. 
Rfdg. & Impt. (Menorah Med. Ctr. Proj.) 
9.25% 6/1/16  -  6,000,000  6,480,000
Kansas City Ind. Dev. Auth. (Kingswood United 
Methodist Manor Proj.) Series 1993, 
9% 1 1/15/13  -  3,000,000  2,996,250
St. Louis Land Clearance Redev. Auth. Hsg. Dev. Rev. 
(Westminster Place Apts. Proj.) 11% 12/15/15  -  4,395,000  4,702,650
  16,820,863
NEBRASKA - 0.4%
Omaha Pub. Pwr. Dist. Elec. Rev. Series C, 
5.50% 2/1/14  Aa  4,000,000  4,120,000
NEVADA - 1.8%
Clark County Ind. Dev. Rev. (Southwest Gas Corp.): 
 Series A:
  7.30% 9/1/27  Ba1  1,000,000  1,112,500
  6.50% 12/1/33  Ba1  3,000,000  3,037,500
 Series B, 7.50% 9/1/32  Ba1  8,050,000  8,955,625
Clark County School Dist. Ltd. Tax Series A, 
7% 6/1/10, (MBIA Insured) (c)  Aaa  3,300,000  3,960,000
  17,065,625
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
NEW HAMPSHIRE - 2.2%
New Hampshire Higher Edl. & Health Facs. Auth. Rev.:
 (1st Mtg. River Woods at Exeter): 
  8% 3/1/00  - $ 3,230,000 $ 3,205,775
  9% 3/1/23  -  3,170,000  3,150,188
 (Frisbie Mem. Hosp.) 6.50% 10/1/08  Aaa  4,900,000  5,990,250
 (Littleton Hosp. Assoc., Inc.):
  Series A, 9.50% 5/1/20  -  3,735,000  4,038,469
  Series B, 9% 5/1/95  -  500,000  508,750
 (Valley Reg'l. Hosp.) 7.35% 4/1/23  -  4,000,000  4,055,000
  20,948,432
NEW JERSEY - 3.0%
New Jersey Econ. Dev. Auth. Econ. Dev. Rev.: 
 Rfdg. (Stolt Term. Proj.) 10.50% 1/15/18  -  3,500,000  4,143,125
 (Holt Hauling & Warehouse Sys., Inc.):
  Series D, 10.25% 9/15/14  -  6,000,000  6,832,500
  Series E, 9.75% 12/15/16 (e)    7,500,000  8,390,625
  Series G, 8.40% 12/15/15  -  5,000,000  5,306,250
 (Statewide Realty-Vista Hotel Proj.) 
 11% 12/15/17  -  2,960,000  1,983,200
Union County Utils. Auth. Solid Waste Rev. 
7% 6/15/04 (e)  A-  1,500,000  1,678,125
  28,333,825
NEW MEXICO - 1.7%
Albuquerque Retirement Facs. Rev. Rfdg. 
(La Vida Liena Proj.) Series A, 
8.85% 2/1/23  -  2,050,000  2,050,000
Farmington Poll. Cont. Rev. Rfdg. (Southern 
California Edison) 5.875% 6/1/23, 
(MBIA Insured)  Aaa  1,000,000  1,046,250
Farmington Poll. Cont. Rev. 6.40% 8/15/23  Ba2  4,000,000  4,100,000
Gallup Poll. Cont. Rev. Rfdg. (Plains Elec. 
Generation Unltd. Tax) 6.65% 8/15/17, 
(MBIA Insured)  Aaa  1,000,000  1,120,000
Grant County Hosp. Facs. Rev. Rfdg. 
(Gila Reg'l. Med. Ctr. Proj.) 10% 2/1/12  -  4,085,000  4,488,394
New Mexico Univ. Rev. Rfdg. Series A, 
6% 6/1/21  A1  2,840,000  3,127,550
  15,932,194
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
NEW YORK - 10.8%
Babylon Ind. Dev. Agcy. Resources Recovery Rev. 
(Odgen Martin Sys. Babylon, Inc. Co.) 
Series B, 8.50% 1/1/19  Baa1 $ 995,000 $ 1,140,519
Metropolitan Trans. Auth. Svc. Contract 
Series O, 5.75% 7/1/13  Baa1  5,000,000  5,118,750
Metropolitan Trans. Auth. Trans. Facs. Rev. Rfdg. 
Series 7, 0% 7/1/08  Baa1  6,000,000  2,632,500
Metropolitan Transit Auth. Trans. Facs. Series 7, 
0% 7/1/12  Baa1  1,490,000  521,500
New York City Rfdg. Series D, 5.75% 8/15/07  Baa1  3,000,000  3,022,500
New York City Gen. Oblig.:
 Series C, 5.375% 10/1/19  Baa1  1,000,000  945,000
 Series D, 8.50% 8/1/12  Baa1  195,000  217,425
 Series E, 5.625% 8/1/12  Baa1  2,000,000  1,957,500
New York State Dorm. Auth. Rev.:
  Rfdg. (State Univ. Edl. Facs.) Series A:
  5.50% 5/15/09  Baa1  3,000,000  3,018,750
  5.50% 5/15/13  Baa1  10,250,000  10,237,188
  5.25% 5/15/15  Baa1  14,750,000  14,252,188
  5.50% 5/15/19  Baa1  1,500,000  1,485,000
 (City Univ. Sys. Consolidated) Series A, 
 5.75% 7/1/13  Baa1  6,000,000  6,127,500
 (Court Facs. Lease) Series A, 5.25% 5/15/21  Baa1  5,000,000  4,743,750
New York State Local Govt. Assistance Corp. Rdfg.:
 (Cap. Appreciation) Series C, 0% 4/1/13  A  5,000,000  1,756,250
 Series C:
  5.50% 4/1/17  A  4,400,000  4,515,500
  5% 4/1/21  A  13,000,000  12,350,000
 Series D, 5.10% 4/1/07  A  2,250,000  2,244,375
New York State Series H, 6.143% 6/1/07 (d)(g)  Aa  8,000,000  7,910,000
New York State Urban Dev. Corp. Rev. 
5.25% 1/1/21  Baa1  5,000,000  4,693,750
Niagara County Ind. Dev. Agcy. Rev. 
(Wintergarden Inn Assoc. Proj.) 
10% 6/1/06  -  4,210,000  2,357,600
Triborough Bridge & Tunnel Auth. Rev. Rfdg. 
(Gen. Purp.) Series Y, 5.50% 1/1/17  Aa  8,735,000  9,117,156
West New York New Jersey Muni. Util. Auth. 
Swr. Rev. Rfdg. (Cap. Appreciation) 
0% 12/15/11, (FGIC Insured)  Aaa  1,600,000  620,000
  100,984,701
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
NEW YORK AND NEW JERSEY - 0.4%
New York & New Jersey Port Auth. Spl. Oblig. 
Rev. (Continental Airlines Corp./Eastern 
Airlines, Inc. Proj.) 9.125% 12/1/15 (e)  Ba3 $ 3,000,000 $ 3,517,500
NORTH CAROLINA - 0.3%
North Carolina Eastern Muni. Pwr. Agcy. 
Pwr. Sys. Rev. Rfdg. 6% 1/1/18, 
(AMBAC Insured)  Aaa  2,250,000  2,466,563
OHIO - 0.7%
Fairfield Econ. Dev. Rev. Rfdg. 
(Beverly Enterprises Proj.) 8.50% 1/1/03  -  2,000,000  2,185,000
Montgomery County Health Care Facs. Rev. 
1st Mtg. (Friendship Village Dayton) 
11.75% 11/1/15, (Pre-Refunded to 
11/1/95 @ 103) (f)  -  1,600,000  1,884,000
Ohio State Bldg. Auth. (Worker's Comp.) 
4.75% 4/1/14  A  2,500,000  2,356,250
  6,425,250
OKLAHOMA - 1.6%
Grand River Dam Auth. Rev. Rfdg. 
5.50% 6/1/10  A  1,000,000  1,030,000
Oklahoma County Ind. Auth. Rev. (Epworth 
Village Proj.) Series A, 10.25% 4/1/19  -  3,000,000  3,247,500
Oklahoma Muni. Pwr. Auth. Pwr. Supply Sys. 
Rev. Series B, 5.75% 1/1/24, (MBIA Insured)  Aaa  4,000,000  4,340,000
Tulsa Muni. Arpt. Rev. (American Airlines Proj.) 
4.90%, LOC Fuji Bank, Mitsubishi Bank Ltd., 
Societe Generale, Paris, Sumitomo Bank Ltd., 
Variable Rate Demand Notes  Baa2  2,000,000  2,157,500
Tulsa Muni. Arpt. Trust Rev. 
7.35% 12/1/11  Baa1  3,600,000  3,973,500
  14,748,500
PENNSYLVANIA - 3.9%
Beaver County Ind. Dev. Auth. Poll. Cont. Rev. 
(Toledo Edison Co. Beaver Valley): 
  Series B, 12.25% 9/15/15  Ba1  1,180,000  1,345,200
  Series C, 10.75% 11/15/15  Ba1  1,000,000  1,126,250
Berks County Ind. Dev. Auth. Ind. Dev. Rev. 
(Beverly Enterprises, Inc.) Series A, 
11.50% 5/1/07  -  2,000,000  2,087,500
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
PENNSYLVANIA - CONTINUED
Bucks County Ind. Dev. Auth. Rev. (Best 
Products Proj.) 7.375% 8/1/04  - $ 2,800,000 $ 560,000
Chartiers Valley Ind. & Commercial Dev. Auth. 
1st Mtg. Rev. Rfdg. (United Methodist Health Ctr.) 
Series 1988 A, 9.50% 12/1/15  -  5,000,000  5,337,500
Delaware County Auth. Rev. (First Mtg. 
Riddle Village Proj.): 
  8% 6/1/99  -  3,525,000  3,626,344
  9.25% 6/1/22  -  5,050,000  5,397,188
Keystone Oaks School Dist. Series D, 
8.78% 9/01/16, (AMBAC Insured) (d)  Aaa  2,000,000  2,187,500
Pennsylvania Intergovernmental Coop. Auth. 
Spl. Tax Rev. Rfdg. Series A:
  5% 6/15/13  Baa  5,400,000  5,136,750
  5% 6/15/22, (MBIA Insured)  Aaa  2,000,000  1,905,000
Philadelphia Ind. Dev. Auth. Rev. (Stapeley 
Germantown Care Commty. Proj.) 
9.75% 1/1/12  -  1,750,000  1,745,625
Philadelphia Wtr. & Swr. Rev. (Cap. Appreciation) 
14th Series, 0% 10/1/05, (MBIA Insured)  Aaa  3,000,000  1,650,000
Philadelphia Wtr. & Wastewtr. Rfdg., 
Series 1993, 5.50% 6/15/07  Baa  3,000,000  3,045,000
Pittsburgh Wtr. & Swr. Auth. 0% 9/1/06, 
(FGIC Insured)  Aaa  3,000,000  1,590,000
  36,739,857
SOUTH CAROLINA - 2.0%
Charleston County Health Facs. Rev. Rfdg. 
(1st Mtg. Episcopal Proj.): 
  Series A, 9.75% 4/1/16  -  3,000,000  3,375,000
  Series B, 9.75% 4/1/16  -  2,110,000  2,373,750
 (Foster Wheeler) Series A, 9.25% 1/1/10 (e)  A  4,500,000  5,276,250
Greenville Hosp. Sys. Hosp. Facs. Rev. 
6% 5/1/20  AA-  1,000,000  1,063,750
Richland County Hosp. Facs. Rev. Rfdg. (Baptist
Hosp.) Series B, 0% 8/1/09, (AMBAC Insured)  Aaa  1,730,000  754,713
Rock Hill Ind. Rev. (Rock Hill Business Technical 
Assoc. Proj.) 11% 10/1/14, LOC 
Canadian Imperial Bank of Commerce  -  3,000,000  3,007,500
South Carolina Educ. Dev. Auth (South Carolina 
Baptist Hosp.) 7.97% 8/1/15, 
(AMBAC Insured)  Aaa  3,250,000  3,315,000
  19,165,963
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
TENNESSEE - 0.8%
Knox County Health, Edl. & Hsg. Hosp. Facs. Rev. 
Rfdg. (Sanders Alliance) Series C, 
5.25% 1/1/15  Aaa $ 2,250,000 $ 2,224,688
Metropolitan Gov't. Nashville & Davidson County 
Health & Ed. Facs. Board Rev. (Vanderbilt Univ.) 
Series A, 6% 10/1/16  Aa  2,000,000  2,120,000
Sullivan County Health Edl. & Hsg. Facs. Board 
Rev. (Hosp. Holston Valley Health) 
5.75% 2/15/13, (MBIA Insured)  Aaa  3,000,000  3,101,250
  7,445,938
TEXAS - 5.8%
Alliance Arpt. Auth. Spl. Facs. Rev. (American 
Airlines, Inc. Proj.):
  7.50% 12/1/29 (e)  Baa1  1,250,000  1,357,813
  7% 12/1/11 (e)  Baa1  7,000,000  7,743,750
Austin Util. Sys. Rfdg. 0% 11/15/11, 
(AMBAC Insured)  Aaa  3,000,000  1,136,250
Brazos River Auth. Poll. Cont. Rev. (Texas Util. 
Elec. Co. Proj.) Series A, 8.25% 1/1/19 (e)  Baa2  5,620,000  6,463,000
Dallas Fort Worth Int'l. Arpt. Facs. Impt. Corp. 
Rev. (American Airlines, Inc.) 7.25% 
11/1/30 (e)  Baa2  1,000,000  1,080,000
East Texas Health Facs. Dev. Corp. Hosp. 
Rev. (Palestine) 7.80% 8/15/18  -  4,150,000  4,181,125
Harris County Cultural & Ed. Facs. Fin. Corp. 
(Space Ctr. Houston Proj.) 9.25% 8/15/15  -  4,765,000  5,616,744
Harris County Hsg. Fin. Corp. Single Family 
Mtg. Rev. 11.25% 4/15/06  Baa1  315,000  324,844
Houston Hsg. Fin. Corp. Single Family Mtg. 
Rev. (Verex Mtg. Assurance, Inc.) 
Series 1984 A, 10.875% 2/15/16  Baa  1,580,000  1,635,300
Port Corpus Christi Ind. Dev. Corp. Rev. 
(Valero Refining & Marketing Co.) Series A, 
10.25% 6/1/17  Baa3  2,000,000  2,390,000
Round Rock Independent School Dist. Rfdg. & 
School Bldg. Unltd. Tax 0% 8/15/09, 
(MBIA Insured)  Aaa  7,430,000  3,194,900
Sabine River Auth. Poll. Cont. Rev. 
(Util. Elec. Proj.) Series B, 8.25% 
10/1/20 (e)  Baa2  1,250,000  1,464,063
Sam Rayburn Muni. Pwr. Agcy. Pwr. Supply Sys. 
Rev. Rfdg. Series B, 5.50% 10/1/20  Baa  3,975,000  3,517,875
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
TEXAS - CONTINUED
San Antonio Elec. & Gas Rev. Rfdg. Series B, 
0% 2/1/08, (FGIC Insured)  Aaa $ 2,500,000 $ 1,184,375
Tarrant County Health Facs. Dev. Corp. Hosp. 
Rev. Rfdg. & Impt. (Fort Worth Osteopathic 
Hosp.) 6% 5/15/21, (MBIA Insured)  Aaa  1,500,000  1,642,500
Tarrant County Health Facs. Dev. Corp. Rev. 
(3927 Foundation, Inc. Proj.) 
10.25% 9/1/19  -  4,000,000  4,310,000
Tarrant County Hsg. Fin. Corp. Single Family 
Mtg. Rev. Series A, 9.50% 5/15/03  Ba  945,000  945,000
Texas Nat'l. Research Lab Commission Fing. 
Corp. Lease Rev. (Superconducting 
Supercollider Proj.) 6.95% 12/1/12  A  5,400,000  5,555,250
Texas Pub. Fin. Auth. Bldg. Rev. Rfdg. 
(Cap. Appreciation) 0% 2/1/09, 
(MBIA Insured)  Aaa  2,000,000  890,000
  54,632,789
UTAH - 0.9%
Intermountain Pwr. Agcy. Pwr. Supply 
8.28% 7/1/21  Aa  2,500,000  2,600,000
South Salt Lake City Ind. Rev. (Price Savers 
Wholesale Club Proj.) 9% 11/15/13  -  3,650,000  4,001,313
Utah Hsg. Fin. Agcy. (Residential Mtg.) 
Series 1983 A, 0% 7/1/16  A+  15,000,060  1,575,006
  8,176,319
VERMONT - 0.2%
Vermont Ind. Dev. Auth. Ind. Dev. Rev. 
(Radisson Hotel) Series B-1, 7.75% 
11/15/15  -  2,000,000  2,102,500
VIRGINIA - 1.6%
Fairfax County Ind. Dev. Auth. Rev. Rfdg. 
(Inova Health Sys. Hosp. Rev.) 5.25% 
8/15/19  Aa  5,000,000  4,893,750
Galax Ind. Dev. Auth. 1st Mtg. Med. Facs. Rev. 
Rfdg. (Waddell Nursing Home Proj.) 
9.50% 8/1/05  -  2,300,000  2,486,875
Peninsula Port Auth. (Riverside Health Sys.) 
Series B, 6.625% 7/1/19  Aa  1,000,000  1,093,750
Southeastern Pub. Svc. Auth. Rev. Rfdg. Sr.
Series A, 5.15% 7/1/09, (MBIA Insured)  Aaa  4,000,000  4,045,000
MUNICIPAL BONDS - CONTINUED
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
VIRGINIA - CONTINUED
Virginia Beach Dev. Auth. Hosp. Facs. Rev. 
(General Hosp. Proj.): 
  6% 2/15/09, (AMBAC Insured)  Aaa $ 1,000,000 $ 1,083,750
  6% 2/15/10, (AMBAC Insured)  Aaa  1,220,000  1,319,125
Virginia Hsg. Dev. Auth. Residential Mtg. 
(Single Family Mtg.) Series 1983 B, 
0% 9/1/14  Aa  1,210,000  152,763
  15,075,013
WASHINGTON - 3.8%
Douglas County Pub. Util Dist. #1 Wells Hydroelec. 
Rev. Rfdg. 8.75% 9/1/18  A  1,395,000  1,905,919
Washington State Pub. Pwr. Supply Sys. 
Nuclear Proj. #1 Rev.:
  Series A, 7% 7/1/08  Aa  2,000,000  2,342,500
  Series B:
   5.60% 7/1/07  Aa  1,880,000  1,948,150
   7% 7/1/08  Aa  1,000,000  1,171,250
Washington Pub. Pwr. Supply Sys. Nuclear 
Proj. #2 Rev.:
  Rfdg. Series C, 7.625% 7/1/10  Aa  2,350,000  2,764,188
  Series A, 6.30% 7/1/12  Aa  1,000,000  1,097,500
  7.97% 7/1/10, (FGIC Insured) (d)(g)  Aa  2,650,000  2,676,500
  7.375% 7/1/12  Aa  1,000,000  1,128,750
Washington Pub. Pwr. Supply Sys. Nuclear 
Proj. #3 Rev.: 
  Rfdg. (Cap. Appreciation) Series B, 
  0% 7/1/08, (MBIA Insured)  Aaa  3,000,000  1,376,250
  Rfdg. Series C, 0% 7/1/13  Aa  5,035,000  1,667,844
  Comp. Int. Rfdg. Series B, 0% 7/1/07, 
  (MBIA Insured)  Aaa  5,000,000  2,456,250
  2.95% 6/30/94  Aa  5,000,000  5,000,000
  7.65% 7/1/12 (d)(g)  Aa  10,000,000  9,637,500
  35,172,601
WEST VIRGINIA - 0.4%
West Pkwy. Econ. Dev. & Tourism Auth. Auth. RIB 
8.661% 5/16/19, (FGIC Insured) (d)(g)  Aaa  3,600,000  3,874,500
TOTAL MUNICIPAL BONDS
(Cost $853,379,369)   913,166,375
MUNICIPAL NOTES (D) - 2.3%
 MOODY'S RATINGS  PRINCIPAL VALUE (NOTE 1)
 (UNAUDITED) (C) AMOUNT (A) 
CALIFORNIA - 0.3%
Los Angeles County Ind. Dev. Auth. (Cataic & Jae 
Proj.) 3.70%, LOC Union Banc Corp. VRDN (e)  A-1 $ 800,000 $ 800,000
Santa Clara County Tax and Rev. Anticipation 
Notes Series 1993-1994, 3.25% 7/29/94  MIG 1  2,300,000  2,314,053
  3,114,053
FLORIDA - 0.5%
Dade County Ind. Dev. Auth. Ind. Dev. Rev. 
(Dolphins Stadium Proj.) Series 1985 B, 3.15%, 
LOC Citibank, Marine Midland Bank, VRDN  VMIG 1  3,800,000  3,800,000
Martin Co. Ind. Dev. Auth. Rev. Series 1992A, 
(Indiantown Cogeneration Proj.) 3.25%, LOC 
Credit Suisse, VRDN (e)  A-1+  600,000  600,000
  4,400,000
IDAHO - 0.7%
Idaho Tax Anticipation Notes Series 1993, 
3% 6/30/94  MIG 1  6,000,000  6,024,300
KANSAS - 0.2%
Olathe Edl. Facs. Rev. (College Assoc. Pooled Ed. 
Loan Prog.) Series 1989 A, 3.20%, LOC 
Marine Midland Bank, VRDN  VMIG 1  2,110,000  2,110,000
NEW JERSEY - 0.1%
New Jersey Econ. Dev. Auth. Rev. (Danic Urban 
Renewal Co. Proj.) Series 1985, 3.20%, 
LOC Marine Midland Bank, VRDN  P-2  800,000  800,000
NEW YORK - 0.0%
Erie County Ind. Dev. Auth. Ind. Dev. Rev. 
(The Holling Press, Inc.) Series 1989 F, 3.55%, 
LOC Marine Midland Bank, VRDN  -  400,000  400,000
WISCONSIN - 0.5%
Wisconsin Gen. Oblig. TRAN Series 1993, 
3.25% 6/15/94  MIG 1  5,000,000  5,025,800
TOTAL MUNICIPAL NOTES
(Cost $21,836,678)   21,874,153
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $875,216,047)  $ 935,040,528
FUTURES CONTRACTS 
    EXPIRATION UNDERLYING FACE UNREALIZED
   DATE AMOUNT AT VALUE GAIN/(LOSS)
PURCHASED
120 U.S. Treasury Note Futures   March 1994 $ 13,558,906 $ 40,156
100 U.S. Treasury Bond Futures   March 1994  11,414,713  (35,287)
   $ 4,869
THE VALUE OF FUTURES CONTRACTS PURCHASED AS A PERCENTAGE OF TOTAL
INVESTMENT IN SECURITIES - 2.7%
SECURITY TYPE ABBREVIATIONS
TRAN - Tax & Revenue Anticipation
  Notes
VRDN - Variable Rate Demand Notes
LEGEND
1. Standard & Poor's Corporation credit ratings are used in the absence
of a rating by Moody's Investors Service, Inc.
2. Security purchased on a delayed delivery basis (see Note 2 of Notes to
Financial Statements).
3. A portion of the security was pledged to cover margin requirements for
futures contracts and delayed delivery purchases. At the period end, the
value of securities pledged amounted to $3,286,875.
4. The coupon rate shown on floating or adjustable rate securities
represents the rate at period end.
5. Private activity obligations whose interest is subject to the federal
alternative minimum tax for individuals (AMT securities).
6. Security collateralized by an amount sufficient to pay interest and
principal.
7. Inverse floating rate security is a security where the coupon is
inversely indexed to a floating interest rate. The price will be more
volatile than the price of a comparable fixed rate security.
OTHER INFORMATION
The composition of long-term debt holdings as a percentage of total value
of investment in securities, is as follows (ratings are unaudited):
 MOODY'S RATINGS S&P RATINGS
Aaa, Aa, A 32.8% AAA, AA, A 35.7%
Baa 23.2% BBB  18.9%
Ba 6.7% BB  3.7%
B 2.6% B  1.6%
Caa 0.0% CCC  0.3%
Ca, C 0.0% CC, C  0.0%
  D  0.0%
The percentage not rated by either S&P or Moody's amounted to 28.3%.
The distribution of municipal securities by revenue source, as a percentage
of total value of investment in securities, is as follows:
Health Care  30.8%
Electric Revenue   15.9
Industrial Development  14.4
Others (individually less than 10%)  38.9
TOTAL  100.0%
INCOME TAX INFORMATION
At December 31, 1993, the aggregate cost of investment securities for
income tax purposes was $875,339,897. Net unrealized appreciation
aggregated $59,700,631, of which $66,412,313 related to appreciated
investment securities and $6,711,682 related to depreciated investment
securities. 
The fund hereby designates $2,372,000 as a capital gain dividend for the
purpose of the dividend paid deduction.
 
FINANCIAL STATEMENTS
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
<TABLE>
<CAPTION>
<S>                                                         <C>            <C>             
 DECEMBER 31, 1993                                                                         
 
ASSETS                                                      8.             9.              
 
10.Investment in securities, at value (cost                 11.            $ 935,040,528   
$875,216,047) (Note 1) - See accompanying schedule                                         
 
12.Cash                                                     13.             1,439,860      
                                                                                           
 
14.Receivable for investments sold                          15.             17,590,278     
 
16.Interest receivable                                      17.             15,885,781     
 
18.Redemption fees receivable (Note 1)                      19.             1,169          
 
20.Receivable for daily variation on futures contracts      21.             24,375         
 
22. TOTAL ASSETS                                            23.             969,981,991    
 
LIABILITIES                                                 24.            25.             
 
26.Payable for investments purchased                        $ 11,468,419   27.             
Regular delivery                                                                           
 
28. Delayed delivery (Note 2)                                4,000,000     29.             
 
30.Dividends payable                                         1,684,511     31.             
 
32.Accrued management fee                                    364,916       33.             
 
34.Other payables and accrued expenses                       239,064       35.             
 
36. TOTAL LIABILITIES                                       37.             17,756,910     
 
38.NET ASSETS                                               39.            $ 952,225,081   
 
40.Net Assets consist of (Note 1):                          41.            42.             
 
43.Paid in capital                                          44.            $ 887,819,151   
 
45.Accumulated undistributed net realized gain (loss) on    46.             4,576,580      
investments                                                                                
 
47.Net unrealized appreciation (depreciation) on:           48.            49.             
 
50. Investment securities                                   51.             59,824,481     
 
52. Futures contracts                                       53.             4,869          
 
54.NET ASSETS, for 77,216,902 shares outstanding            55.            $ 952,225,081   
 
56.NET ASSET VALUE, offering price and redemption price     57.             $12.33         
per share ($952,225,081 (divided by) 77,216,902 shares)                                    
 
</TABLE>
 
STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
<S>                                                        <C>           <C>             
 YEAR ENDED DECEMBER 31, 1993                                                            
 
INTEREST INCOME                                            58.           $ 62,529,039    
 
EXPENSES                                                   59.           60.             
 
61.Management fee (Note 4)                                 $ 4,148,966   62.             
 
63.Transfer agent, accounting and custodian fees and        1,237,493    64.             
expenses (Note 4)                                                                        
 
65.Non-interested trustees' compensation                    3,000        66.             
 
67.Registration fees                                        131,092      68.             
 
69.Audit                                                    40,965       70.             
                                                                                         
 
71.Legal                                                    80,027       72.             
                                                                                         
 
73.Miscellaneous                                            37,130       74.             
 
75. TOTAL EXPENSES                                         76.            5,678,673      
 
77.NET INTEREST INCOME                                     78.            56,850,366     
 
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS         80.           81.             
(NOTES 1 AND 3)                                                                          
79.Net realized gain (loss) on:                                                          
 
82. Investment securities                                   29,001,704   83.             
 
84. Futures contracts                                       1,468,965     30,470,669     
 
85.Change in net unrealized appreciation (depreciation)    86.           87.             
on:                                                                                      
 
88. Investment securities                                   24,956,164   89.             
 
90. Futures contracts                                       (218,221)     24,737,943     
 
91.NET GAIN (LOSS)                                         92.            55,208,612     
 
93.NET INCREASE (DECREASE) IN NET ASSETS RESULTING         94.           $ 112,058,978   
FROM OPERATIONS                                                                          
 
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
<S>                                                         <C>              <C>              
                                                            YEAR ENDED       YEAR ENDED       
                                                            DECEMBER 31,     DECEMBER 31,     
                                                            1993             1992             
 
INCREASE (DECREASE) IN NET ASSETS                                                             
 
95.Operations                                               $ 56,850,366     $ 49,873,926     
Net interest income                                                                           
 
96. Net realized gain (loss) on investments                  30,470,669       10,120,146      
 
97. Change in net unrealized appreciation (depreciation)     24,737,943       2,856,683       
on                                                                                            
 investments                                                                                  
 
98. NET INCREASE (DECREASE) IN NET ASSETS RESULTING          112,058,978      62,850,755      
FROM OPERATIONS                                                                               
 
99.Distributions to shareholders from:                       (56,850,366)     (49,873,926)    
Net interest income                                                                           
 
100. From net realized gain                                  (25,449,884)     (8,228,413)     
 
101.                                                         (82,300,250)     (58,102,339)    
TOTAL  DISTRIBUTIONS                                                                          
 
102.Share transactions                                       269,831,566      203,288,884     
Net proceeds from sales of shares                                                             
 
103. Reinvestment of distributions from:                     40,791,446       35,645,399      
 Net interest income                                                                          
 
104.                                                         19,640,605       6,316,367       
Net realized gain                                                                             
 
105. Cost of shares redeemed                                 (169,641,184)    (142,251,773)   
 
106. Redemption fees (Note 1)                                161,376          117,685         
 
107.                                                         160,783,809      103,116,562     
Net increase (decrease) in net assets resulting from                                          
share                                                                                         
 transactions                                                                                 
 
108.                                                         190,542,537      107,864,978     
TOTAL INCREASE (DECREASE) IN NET ASSETS                                                       
 
NET ASSETS                                                  109.             110.             
 
111. Beginning of period                                     761,682,544      653,817,566     
 
112. End of period                                          $ 952,225,081    $ 761,682,544    
 
OTHER INFORMATION                                           114.             115.             
113.Shares                                                                                    
 
116. Sold                                                    21,911,612       17,171,398      
 
117. Issued in reinvestment of distributions from:           3,299,665        3,002,436       
 Net interest income                                                                          
 
118.                                                         1,602,438        533,479         
Net realized gain                                                                             
 
119. Redeemed                                                (13,691,472)     (12,040,039)    
 
120. Net increase (decrease)                                 13,122,243       8,667,274       
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
<S>                                <C>                        <C>         <C>         <C>         <C>         
121.                               YEARS ENDED DECEMBER 31,                                                   
 
122.                               1993                       1992        1991        1990        1989        
 
123.                                                          124.        125.        126.        127.        
 
128.SELECTED PER-SHARE                                                                                        
DATA                                                                                                          
 
129.Net asset value,               $ 11.880                   $ 11.800    $ 11.430    $ 11.490    $ 11.330    
beginning of period                                                                                           
 
130.Income from Investment          .783                       .834        .863        .886        .881       
Operations                                                                                                    
Net interest income                                                                                           
 
131. Net realized and               .788                       .208        .429        (.060)      .160       
unrealized gain (loss) on                                                                                     
investments                                                                                                   
 
132. Total from investment          1.571                      1.042       1.292       .826        1.041      
operations                                                                                                    
 
133.Less Distributions              (.783)                     (.834)      (.863)      (.886)      (.881)     
From net interest income                                                                                      
 
134. From net realized gain         (.340)                     (.130)      (.060)      -           -          
on                                                                                                            
 investments                                                                                                  
 
135. Total distributions            (1.123)                    (.964)      (.923)      (.886)      (.881)     
 
136.Redemption fees added           .002                       .002        .001        -           -          
to paid in capital                                                                                            
 
137.Net asset value, end of        $ 12.330                   $ 11.880    $ 11.800    $ 11.430    $ 11.490    
period                                                                                                        
 
138.TOTAL RETURN                    13.63%                     9.17%       11.77%      7.48%       9.50%      
 
139.RATIOS AND SUPPLEMENTAL DATA                                                                              
 
140.Net assets, end of             $ 952,225                  $ 761,683   $ 653,818   $ 550,848   $ 545,588   
period (000 omitted)                                                                                          
 
141.Ratio of expenses to            .64%                       .64%        .69%        .66%        .69%       
average net assets                                                                                            
 
142.Ratio of net interest           6.37%                      7.01%       7.46%       7.79%       7.68%      
income to average net                                                                                         
assets                                                                                                        
 
143.Portfolio turnover rate         54%                        43%         30%         46%         46%        
 
</TABLE>
 
NOTES TO FINANCIAL STATEMENTS
For the period ended December 31, 1993
 
 
1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Aggressive Tax-Free Portfolio (the fund) is a fund of Fidelity
Municipal Trust (the trust) and is authorized to issue an unlimited number
of shares. The trust is registered under the Investment Company Act of
1940, as amended (the 1940 Act), as an open-end management investment
company organized as a Massachusetts business trust. The following
summarizes the significant accounting policies of the fund:
SECURITY VALUATION. Securities are valued based upon a computerized matrix
system and/or appraisals by a pricing service, both of which consider
market transactions and dealer-supplied valuations. Short-term securities
maturing within sixty days are valued either at amortized cost or original
cost plus accrued interest, both of which approximate current value.
Securities for which quotations are not readily available through the
pricing service are valued at their fair value as determined in good faith
under consistently applied procedures under the general supervision of the
Board of Trustees.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes all of its taxable income for its fiscal
year. The schedule of investments includes information regarding income
taxes under the caption "Income Tax Information."
INTEREST INCOME. Interest income, which includes amortization of premium
and accretion of original issue discount, is accrued as earned.
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned between the
funds in the trust.
DISTRIBUTIONS TO SHAREHOLDERS. Dividends are declared daily and paid
monthly from net interest income. Distributions to shareholders from
realized capital gains on investments, if any, are recorded on the
ex-dividend date.
Income and capital gain distributions are determined in accordance with
income tax regulations which may differ from generally accepted accounting
principles. These differences are primarily due to differing treatments for
losses deferred due to wash sales and futures and options. The fund also
utilized earnings and profits distributed to shareholders on redemption of
shares as a part of the dividends paid deduction for income tax purposes.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital.
REDEMPTION FEES. Shares held in the fund less than 180 days are subject to
a redemption fee equal to 1% of the proceeds of the redeemed shares. The
fee, which is retained by the fund, is accounted for as an addition to paid
in capital.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
1. SIGNIFICANT ACCOUNTING 
POLICIES - CONTINUED
CHANGE IN ACCOUNTING FOR DISTRIBUTIONS TO SHAREHOLDERS. Effective January
1, 1993, the fund adopted Statement of Position 93-2: Determination,
Disclosure, and Financial Statement Presentation of Income, Capital Gain,
and Return of Capital Distributions by Investment Companies. As a result,
the fund changed the classification of distributions to shareholders to
better disclose the differences between financial statement amounts and
distributions determined in accordance with income tax regulations.
Accordingly, amounts as of December 31, 1992 have been reclassified to
reflect a decrease in paid in capital of $50,695 and an increase in
accumulated net realized gain on investments of $50,695.
2. OPERATING POLICIES.
DELAYED DELIVERY TRANSACTIONS. The fund may purchase or sell securities on
a when-issued or forward commitment basis. Payment and delivery may take
place a month or more after the date of the transaction. The price of the
underlying securities and the date when the securities will be delivered
and paid for are fixed at the time the transaction is negotiated. The fund
identifies securities as segregated in its custodial records with a value
at least equal to the amount of the purchase commitment.
FUTURES CONTRACTS AND OPTIONS. The fund may invest in futures contracts and
write options. These investments involve, to varying degrees, elements of
market risk and risks in excess of the amount recognized in the Statement
of Assets and Liabilities. The face or contract amounts reflect the extent
of the involvement the fund has in the particular classes of instruments.
Risks may be caused by an imperfect correlation between movements in the
price of the instruments and the price of the underlying securities and
interest rates. Risks also may arise if there is an illiquid secondary
market for the instruments, or due to the inability of counterparties to
perform.
Futures contracts are valued at the settlement price established each day
by the board of trade or exchange on which they are traded. Options traded
on an exchange are valued using the last sale price or, in the absence of a
sale, the last offering price. Options traded over-the-counter are valued
using dealer-supplied valuations.
3. PURCHASES AND SALES OF INVESTMENTS. 
Purchases and sales of securities, other than short-term securities,
aggregated $594,538,747 and $453,066,125, respectively.
The face value of futures contracts opened and closed amounted to
$369,113,937 and $366,311,258, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES. 
MANAGEMENT FEE. As the fund's investment adviser, Fidelity Management &
Research Company (FMR) receives a monthly basic fee that is calculated on
the basis of a group fee 
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
MANAGEMENT FEE - CONTINUED  
rate plus a fixed individual fund fee rate applied to the average net
assets of the fund. The group fee rate is the weighted average of a series
of rates ranging from .14% to .37% and is based on the monthly average net
assets of all the mutual funds advised by FMR. The annual individual fund
fee rate is .30%.  For the period, the management fee was equivalent to an
annual rate of .47% of average net assets.
The Board of Trustees approved a new group fee rate schedule with rates
ranging from .1325% to .3700%.  Effective November 1, 1993, FMR has
voluntarily agreed to implement this new group fee rate schedule as it
results in the same or a lower management fee.
DISTRIBUTION AND SERVICE PLAN. Pursuant to the Distribution and Service
Plan (the Plan), and in accordance with Rule 12b-1 of the 1940 Act, FMR or
the fund's distributor, Fidelity Distributors Corporation (FDC), an
affiliate of FMR, may use their resources to pay administrative and
promotional expenses related to the sale of the fund's shares. Subject to
the approval of the Board of  Trustees, the Plan also authorizes payments
to third parties that assist in the sale of the fund's shares or render
shareholder support services. FMR or FDC has informed the fund that
payments made to third parties under the Plan amounted to $3,107 for the
period.
TRANSFER AGENT AND ACCOUNTING FEES. United Missouri Bank, N.A. (the Bank)
is the custodian and transfer and shareholder servicing agent for the fund.
The Bank has entered into a sub-
contract with Fidelity Service Co. (FSC), an affiliate of FMR, under which
FSC performs the activities associated with the fund's transfer and
shareholder servicing agent and accounting functions. The fund pays
transfer agent fees based on the type, size, number of accounts and number
of transactions made by shareholders. FSC pays for typesetting, printing
and mailing of all shareholder reports, except proxy statements. The
accounting fee is based on the level of average net assets for the month
plus out-of-pocket expenses. For the period, FSC received transfer agent
and accounting fees amounting to $891,729 and $281,712, respectively. 
REPORT OF INDEPENDENT ACCOUNTANTS
 
 
To the Trustees of Fidelity Municipal Trust and the Shareholders of
Fidelity Aggressive Tax-Free Portfolio:
We have audited the accompanying statement  of assets and liabilities of
Fidelity Municipal Trust: Fidelity Aggressive Tax-Free Portfolio, including
the schedule of portfolio investments, as of December 31, 1993, and the
related statement  of operations for the year then ended, the statement of
changes in net assets for each of the two years in the period then ended
and the financial highlights for each of the five years in the period then
ended. These financial statements and financial highlights are the
responsibility of the fund's management. Our responsibility is to express
an opinion on these financial statements and financial highlights based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of December 31, 1993 by correspondence with the
custodian and brokers. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of   Fidelity Municipal Trust: Fidelity Aggressive Tax-Free Portfolio as of
December 31, 1993, the results of its operations for the year then ended,
the changes in its net assets for each of the two years in the period then
ended, and the financial highlights for each of the five years in the
period then ended , in conformity with generally accepted accounting
principles.
COOPERS & LYBRAND
Boston, Massachusetts
January 28, 1994
TO CALL FIDELITY
 
 
FOR FUND INFORMATION AND QUOTES
The Fidelity Telephone Connection offers you special automated telephone 
services for quotes and balances. The  services are easy to use,
confidential and quick. All you need is a Touch  Tone telephone.
YOUR PERSONAL IDENTIFICATION NUMBER 
(PIN)
The first time you call one of our automated telephone services, we'll ask
you
to set up your Personal Identification
Number (PIN).  The PIN assures that
only you have automated telephone
access to your account information.
Please have your Customer Number
(T-account #) handy when you call --
you'll need it to establish your PIN. If
you would ever like to change your PIN, just choose the "Change your
Personal
Identification Number" option when
you call. If you forget your PIN, please
call a Fidelity representative at 1-800-
544-6666 for assistance.
 
 
 
 
(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC
(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)MUTUAL FUND QUOTES*
1-800-544-8544
Just make a selection from this record-ed menu:
PRESS
 For quotes on funds you own.
1.
 For an individual fund quote.
2.
 For the ten most frequently 
requested Fidelity fund quotes.
3.
 For quotes on Fidelity Select 
Portfolios.(Registered trademark)
4.
 To change your Personal 
Identification Number (PIN).
5.
 To speak with a Fidelity 
representative. 
6.
(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC
(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)MUTUAL FUND ACCOUNT
BALANCES 1-800-544-7544
Just make a selection from this record-
ed menu:
PRESS
 For balances on funds you own.
1.
 For your most recent fund activity
(purchases, redemptions, and 
dividends).
2.
 To change your Personal 
Identification Number (PIN).
3.
 To speak with a Fidelity 
representative.
4.
* WHEN YOU CALL THE QUOTES LINE, PLEASE REMEMBER THAT A FUND'S YIELD AND
RETURN WILL 
VARY AND, EXCEPT FOR MONEY MARKET FUNDS, SHARE PRICE WILL ALSO VARY. THIS
MEANS THAT 
YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. THERE IS NO
ASSURANCE THAT 
MONEY MARKET FUNDS WILL BE ABLE TO MAINTAIN A STABLE $1 SHARE PRICE; AN
INVESTMENT IN 
A MONEY MARKET FUND IS NOT INSURED OR GUARANTEED BY THE U.S. GOVERNMENT.
TOTAL 
RETURNS ARE HISTORICAL AND INCLUDE CHANGES IN SHARE PRICE, REINVESTMENT OF
DIVIDENDS 
AND CAPITAL GAINS, AND THE EFFECTS OF ANY SALES CHARGES. FOR MORE
INFORMATION ON ANY 
FIDELITY FUND INCLUDING MANAGEMENT FEES AND CHARGES, CALL 1-800-544-8888
FOR A FREE 
PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST OR SEND MONEY.
TO WRITE FIDELITY
 
 
Please locate the address that is closest to you. We'll give your
correspondence immediate attention and send you written confirmation upon
completion of your request. Please send ALL correspondence about retirement
accounts to Dallas. 
(LETTER_GRAPHIC)(LETTER_GRAPHIC)(LETTER_GRAPHIC)MAKING CHANGES
TO YOUR ACCOUNT
(such as changing name, address, bank, etc.)
Fidelity Investments
P.O. Box 2269
Boston, MA 02107-2269
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
Fidelity Investments
P.O. Box 30280
Salt Lake City, UT 84130-0280
(LETTER_GRAPHIC)(LETTER_GRAPHIC)(LETTER_GRAPHIC)FOR NON-RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
Additional Payments
P.O. Box 2656
Boston, MA 02293-0656
Fidelity Investments
Additional Payments
P.O. Box 620024
Dallas, TX 75262-0024
Fidelity Investments
Additional Payments
P.O. Box 31455
Salt Lake City, UT 84131-0455
OVERNIGHT EXPRESS
Fidelity Investments
Additional Payments
World Trade Center
164 Northern Avenue
Boston, MA 02210
SELLING SHARES
Fidelity Investments
P.O. Box 193
Boston, MA 02103-0878
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
Fidelity Investments
P.O. Box 30281
Salt Lake City, UT 84130-0281
OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions
World Trade Center
164 Northern Avenue
Boston, MA 02210
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 193
Boston, MA 02101-0193
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
(LETTER_GRAPHIC)(LETTER_GRAPHIC)(LETTER_GRAPHIC)FOR RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 620024
Dallas, TX 75262-0024
SELLING SHARES
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA
OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
Anne Punzak, Vice President
Gary L. French, Treasurer
John H. Costello, Assistant Treasurer
Arthur S. Loring, Secretary
BOARD OF TRUSTEES
J. Gary Burkhead
Ralph F. Cox *
Phyllis Burke Davis *
Richard J. Flynn *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
Edward H. Malone *
Marvin L Mann *
Gerald C. McDonough *
Thomas R. Williams *
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Co.
Boston, MA
CUSTODIAN
United Missouri Bank, N.A.
Kansas City, MO
(logo)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
FIDELITY TAX-FREE BOND FUNDS
Aggressive Tax-Free
California Tax-Free High Yield
California Tax-Free Insured
High Yield Tax-Free
Insured Tax-Free
Limited Term Municipals
Massachusetts Tax-Free High Yield
Michigan Tax-Free High Yield
Minnesota Tax-Free
Municipal Bond
New York Tax-Free High Yield
New York Tax-Free Insured
Ohio Tax-Free High Yield
Spartan(Registered trademark) Aggressive Municipal
Spartan California Intermediate Municipal
Spartan California Municipal High Yield
Spartan Connecticut Municipal High Yield
Spartan Florida Municipal Income
Spartan Intermediate Municipal
Spartan Maryland Municipal Income
Spartan Municipal Income
Spartan New Jersey Municipal High Yield
Spartan New York Intermediate Municipal
Spartan New York Municipal High Yield
Spartan Pennsylvania Municipal High Yield
Spartan Short-Intermediate Municipal
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Account Balances  1-800-544-7544
Exchanges/Redemptions  1-800-544-7777
Mutual Fund Quotes   1-800-544-8544
Account Assistance 1-800-544-6666
Product Information 1-800-544-8888
Retirement Accounts 1-800-544-4774 
 (8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
 for the deaf and hearing impaired
 (9 a.m. - 9 p.m. Eastern time)
* INDEPENDENT TRUSTEES
 AUTOMATED LINES FOR QUICKEST SERVICE

 
 
 
 Exhibit 11
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Trustees of Fidelity School Street Trust and Shareholders of:
Fidelity Limited Term Municipals
Spartan Bond Strategist
We consent to the incorporation by reference in Post-Effective Amendment
No. 43 to the Trust's registration statement (File No. 2-57167) on Form
N-1A of our reports dated February 4, 1994 accompanying the financial
statements and financial highlights of each of the above-referenced
Portfolios.
We also consent to the incorporation by reference in this Post-Effective
Amendment of our report dated December 31, 1993 accompanying the financial
statements and financial highlights of Fidelity High Yield Tax-Free
Portfolio (a Portfolio of Fidelity Court Street Trust, File No. 2-58774)
and our report dated January 28, 1994 accompanying the financial statements
and financial highlights of Fidelity Aggressive Tax-Free Portfolio (a
Portfolio of Fidelity Municipal Trust, File No. 2-55725).
All of the above financial statements and financial highlights are
incorporated by reference into the Statements of Additional Information
included in this Post-Effective Amendment.
We also consent to the references to our Firm under the captions "Auditor"
in the Statements of Additional Information and "Financial Highlights" in
the Prospectuses included in this Post-Effective Amendment.
/s/COOPERS & LYBRAND
  COOPERS & LYBRAND
Boston, Massachusetts
February 14, 1994

 
 
 
           Exhibit 16 (c)
SCHEDULE FOR COMPUTATION OF AFTER-TAX TOTAL RETURN
After-tax total return percent  = Sn  *  NAVn             1
                                            So  *  NAVo        
for period from date o to date n (excluding impact of redemption at end of
period)
 Sn   =    So  (1 + DT1 (1-TD) + DX1) (1 + SCG2 (1-TD)) (1 + LCG3 (1-TC))
                                       NAV1                   NAV2         
     NAV3
 
WHERE:
 So  =  number of shares owned on date o
 Sn  =  number of shares owned on date n
 NAVo  =  NAV on date o
 NAVn  =  NAV on date n
 DTn  =  taxable dividend in dollars per share on date n
 TD  =  assumed tax rate for dividends and short-term capital gains
distributions
 DXn  =  tax-exempt dividend ($/share) on date n
 SCGn  =  short-term capital gain distribution ($/share) on date n
 LCGn  =  long-term capital gain distribution ($/share) on date n
 TC  =  assumed tax rate for long-term capital gain distributions
After-tax total return is calculated by subtracting from each dividend or
capital gain distribution paid by the fund an amount equal to the taxable
amount of such distribution multiplied by an assumed federal rate, and then
reinvesting the remainder in additional shares of the fund.  After-tax
returns may assume that shares were held through the end of the period
quoted, or that shares were redeemed on the last day of the period.  This
process is repeated for each distribution made during the period or only
once each year at year-end to reflect the annual payment of taxes (e.g.    
 n = December 31, 1993 and o = January 1, 1993).  Annual tax payments at
year-end may also assume that taxes are paid in cash rather than by
redeeming shares.

 
 
SPARTAN BOND STRATEGIST
AFTER-TAX TOTAL RETURN CALCULATION
For Period from Inception Through 12/31/93
Assumptions:
After-tax return reflects experience of hypothetical average-sized account.
Initial investment $53,000 (based on average account size)
Account closed 12/31/93; all shares redeemed
$5.00 Closeout fee reduces proceeds for tax purposes; increases (decreases)
capital loss (gain).
Short-term capital losses may be netted fully against ordinary income.
Taxes (at 36% federal rate) reduce proceeds of account closeout.
 
 
 
<TABLE>
<CAPTION>
<S>           <C>                    <C>      <C>           <C>         <C>     <C>           <C>         <C>          <C>          
                                  DIV.       DOLLAR         TAX-FREE            SHARES/       SHARE       CUMUL.       ACCOUN       
DATE          ACTION              PER        AMOUNT         AMOUNT      NAV     TXN           BALANC      TAX          T VALUE      
                                  SHARE                                                       E           COST                      
                                                                                                                                   
 
09/09/93      Open Account                   $53,000.00                 10.00   5,300.000     5,300.000   $53,000.00   $53,000.00   
 
09/30/93      Div Reinvest - Taxable  0.005254   $27.85                 9.90    2.813         5,302.813   $53,027.85   $52,497.85   
 
09/30/93      Div Reinvest - Tax-Free 0.020090            $106.48     9.90    10.755        5,313.568   $53,134.32   $52,604.32   
 
10/31/93      Div Reinvest - Taxable  0.004091   $21.74               9.87    2.202         5,315.770   $53,156.06   $52,466.65   
 
10/31/93      Div Reinvest - Tax-Free 0.031086            $165.18     9.87    16.735        5,332.506   $53,321.24   $52,631.83   
 
11/30/93      Div Reinvest - Taxable  0.006277   $33.47               9.73    3.440         5,335.946   $53,354.71   $51,918.75   
 
11/30/93      Div Reinvest - Tax-Free 0.029693            $158.34     9.73    16.273        5,352.219   $53,513.05   $52,077.09   
 
12/31/93      Div Reinvest - Taxable  0.014794   $79.18               9.98    7.934         5,360.153   $53,592.23   $53,494.33   
 
12/31/93      Div Reinvest - Tax-Free 0.029250            $156.55     9.98    15.687        5,375.840   $53,748.78   $53,650.88   
 
12/31/93      $5.00 Closeout Fee                 ($5.00)              9.98    (.501)        5,375.339   $53,748.78   $53,645.88   
 
12/31/93      Close Account                        ($53,645.88)       9.98    (5,375.339)   0.000       $0.00        $0.00        
 
</TABLE>
 
                                                                           
                                                                           
                                                                     
CALCULATION OF AFTER-TAX PROCEEDS:
Taxable Income Distributions: 27.85+21.74+33.47+79.18    $162.24 ordinary
income
Proceeds Minus Cumul. Cost 53,645.88 - 53,748.78    ($102.90) short-term
loss
 
Total Taxable Amount: 162.24 - 102.90  $59.33 ordinary income
TAXES DUE @ 36% (59.33 * 0.36)  ($21.36)
 
Net After-Tax Proceeds 53,645.88 - 21.36  $53,624.52
 
                                                                           
                                                                           
                                                                   
RETURN PERCENTAGE CALCULATIONS (not annualized):
 
Pre-tax total return: (53,645.88/53,000.00) - 1=  1.22%
After-tax total return: (53,624.52/53,000.00) - 1=  1.18%



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