FIDELITY COURT STREET TRUST, 485APOS, 1999-11-10

FIDELITY COURT STREET TRUST
485APOS, 1999-11-10

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT (No. 2-58774)

UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 77 [X]

and

REGISTRATION STATEMENT (No. 811-2741)
UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 77 [X]

Fidelity Court Street Trust
(Exact Name of Registrant as Specified in Charter)

82 Devonshire St., Boston, Massachusetts 02109
(Address Of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number: 617-563-7000

Eric D. Roiter, Secretary
82 Devonshire Street
Boston, Massachusetts 02109
(Name and Address of Agent for Service)

It is proposed that this filing will become effective
( ) immediately upon filing pursuant to paragraph (b).
( ) on ( ) pursuant to paragraph (b).
( ) 60 days after filing pursuant to paragraph (a)(1).
(X) on January 26, 2000 pursuant to paragraph (a)(1) of Rule 485.
( ) 75 days after filing pursuant to paragraph (a)(2).
( ) on ( ) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

( ) this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.

Like securities of all mutual
funds, these securities have
not been approved or
disapproved by the
Securities and Exchange
Commission, and the
Securities and Exchange
Commission has not
determined if this
prospectus is accurate or
complete. Any
representation to the
contrary is a criminal
offense.

FIDELITY'S
NEW JERSEY MUNICIPAL
FUNDS

FIDELITY(registered trademark) NEW JERSEY MUNICIPAL MONEY MARKET FUND
(fund number 417, trading symbol FNJXX)

SPARTAN(registered trademark) NEW JERSEY MUNICIPAL MONEY MARKET FUND
(fund number 423, trading symbol FSJXX)

SPARTAN NEW JERSEY MUNICIPAL INCOME FUND
(fund number 416, trading symbol FNJHX)

PROSPECTUS

JANUARY 26, 2000

(FIDELITY_LOGO_GRAPHIC)(registered trademark)
82 DEVONSHIRE STREET, BOSTON, MA 02109

CONTENTS

FUND SUMMARY 2 INVESTMENT SUMMARY

3 PERFORMANCE

5 FEE TABLE

FUND BASICS 8 INVESTMENT DETAILS

9 VALUING SHARES

SHAREHOLDER INFORMATION 10 BUYING AND SELLING SHARES

17 EXCHANGING SHARES

17 ACCOUNT FEATURES AND POLICIES

20 DIVIDENDS AND CAPITAL GAIN
DISTRIBUTIONS

20 TAX CONSEQUENCES

FUND SERVICES 21 FUND MANAGEMENT

22 FUND DISTRIBUTION

APPENDIX 22 FINANCIAL HIGHLIGHTS

FUND SUMMARY

INVESTMENT SUMMARY

INVESTMENT OBJECTIVE

NEW JERSEY MUNICIPAL MONEY MARKET FUND seeks as high a level of
current income, exempt from federal income tax and the New Jersey
Gross Income Tax, as is consistent with preservation of capital.

PRINCIPAL INVESTMENT STRATEGIES

Fidelity Management & Research Company (FMR)'s principal investment
strategies include:

(small solid bullet) Normally investing in municipal money market
securities, including shares of a municipal money market fund managed
by an affiliate of FMR.

(small solid bullet) Normally investing so that at least 80% of fund's
income is exempt from federal income tax and the New Jersey Gross
Income Tax.

(small solid bullet) Potentially investing more than 25% of total
assets in municipal securities that finance similar types of projects.

(small solid bullet) Investing in compliance with industry-standard
requirements for money market funds for the quality, maturity and
diversification of investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) MUNICIPAL MARKET VOLATILITY. The municipal market
is volatile and can be significantly affected by adverse tax,
legislative or political changes and the financial condition of the
issuers of municipal securities.

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a money market security to decrease.

(small solid bullet) FOREIGN EXPOSURE. Entities located in foreign
countries can be affected by adverse political, regulatory, market or
economic developments in those countries.

(small solid bullet) GEOGRAPHIC CONCENTRATION. Unfavorable political
or economic conditions within New Jersey can affect the credit quality
of issuers located in that state.

(small solid bullet) ISSUER-SPECIFIC CHANGES. A decline in the credit
quality of an issuer or the provider of credit support or a
maturity-shortening structure for a security can cause the price of a
money market security to decrease.

An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency. Although the fund seeks to preserve the
value of your investment at $1.00 per share, it is possible to lose
money by investing in the fund.

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES

Fidelity Management & Research Company (FMR)'s principal investment
strategies include:

(small solid bullet) Normally investing in municipal money market
securities, including shares of a municipal money market fund managed
by an affiliate of FMR.

(small solid bullet) Normally investing at least 65% of total assets
in municipal securities whose interest is exempt from the New Jersey
Gross Income Tax.

(small solid bullet) Normally investing so that at least 80% of fund's
income is exempt from federal income tax.

(small solid bullet) Potentially investing more than 25% of total
assets in municipal securities that finance similar types of projects.

(small solid bullet) Investing in compliance with industry-standard
requirements for money market funds for the quality, maturity and
diversification of investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a money market security to decrease.

(small solid bullet) FOREIGN EXPOSURE. Entities located in foreign
countries can be affected by adverse political, regulatory, market or
economic developments in those countries.

(small solid bullet) GEOGRAPHIC CONCENTRATION. Unfavorable political
or economic conditions within New Jersey can affect the credit quality
of issuers located in that state.

INVESTMENT OBJECTIVE

SPARTAN NEW JERSEY MUNICIPAL INCOME FUND seeks a high level of current
income exempt from federal income tax and the New Jersey Gross Income
Tax.

PRINCIPAL INVESTMENT STRATEGIES

Fidelity Management & Research Company (FMR)'s principal investment
strategies include:

(small solid bullet) Normally investing in investment-grade municipal
debt securities (those of medium and high quality).

(small solid bullet) Normally investing at least 80% of
assets in municipal securities whose interest is exempt from
federal income tax and the New Jersey Gross Income Tax.

(small solid bullet) Potentially investing more than 25% of total
assets in municipal securities that finance similar types of projects.

(small solid bullet) Managing the fund to have similar overall
interest rate risk to the Lehman Brothers New Jersey Municipal Bond
Index with Port Authority of New York/New Jersey.

(small solid bullet) Allocating assets across different market sectors
and maturities.

(small solid bullet) Analyzing a security's structural features and
current pricing, trading opportunities, and the credit quality of its
issuer to select investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a debt security to decrease.

(small solid bullet) GEOGRAPHIC CONCENTRATION. Unfavorable political
or economic conditions within New Jersey can affect the credit quality
of issuers located in that state.

(small solid bullet) ISSUER-SPECIFIC CHANGES. The value of an
individual security or particular type of security can be more
volatile than the market as a whole and can perform differently from
the value of the market as a whole.

In addition, the fund is considered non-diversified and can invest a
greater portion of assets in securities of individual issuers than a
diversified fund. As a result, changes in the market value of a single
issuer could cause greater fluctuations in share price than would
occur in a more diversified fund.

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

When you sell your shares of the fund, they could be worth more or
less than what you paid for them.

PERFORMANCE

The following information illustrates the changes in each fund's
performance from year to year and compares Spartan New Jersey
Municipal Income's performance to the performance of a market index
and an average of the performance of similar funds over various
periods of time. Spartan New Jersey Municipal Income also compares its
performance to the performance of an additional index over various
periods of time.

Data for the additional index for Spartan New Jersey Municipal Income
is available only from September 30, 1995 to the present. Returns are
based on past results and are not an indication of future performance.

YEAR-BY-YEAR RETURNS

The returns in the chart do not include the effect of Spartan New
Jersey Municipal Money Market 's account closeout fee. If the effect
of the fee were reflected, returns would be lower than those shown.

FIDELITY NJ MUNI MONEY MARKET

Calendar Years 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999

% % % % % % % % % %

</TABLE>

Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: nil
Row: 4, Col: 1, Value: nil
Row: 5, Col: 1, Value: nil
Row: 6, Col: 1, Value: nil
Row: 7, Col: 1, Value: nil
Row: 8, Col: 1, Value: nil
Row: 9, Col: 1, Value: nil
Row: 10, Col: 1, Value: nil

DURING THE PERIODS SHOWN IN THE CHART FOR FIDELITY NJ MUNI MONEY
MARKET, THE HIGHEST RETURN FOR A QUARTER WAS __% (QUARTER ENDING
________, ___) AND THE LOWEST RETURN FOR A QUARTER WAS __% (QUARTER
ENDING _______, _____).

SPARTAN NJ MUNI MONEY MARKET

Calendar Years 1991 1992 1993 1994 1995 1996 1997 1998 1999

% % % % % % % % %

</TABLE>

DURING THE PERIODS SHOWN IN THE CHART FOR SPARTAN NJ MUNI MONEY
MARKET, THE HIGHEST RETURN FOR A QUARTER WAS __% (QUARTER ENDING
_______, ___) AND THE LOWEST RETURN FOR A QUARTER WAS __% (QUARTER
ENDING _________, ___).

SPARTAN NJ MUNI INCOME

Calendar Years 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999

% % % % % % % % % %

</TABLE>

DURING THE PERIODS SHOWN IN THE CHART FOR SPARTAN NJ MUNI INCOME, THE
HIGHEST RETURN FOR A QUARTER WAS __% (QUARTER ENDING _______, ___) AND
THE LOWEST RETURN FOR A QUARTER WAS __% (QUARTER ENDING _________,
___).

AVERAGE ANNUAL RETURNS

[The returns in the following table do not include the effect of the
$5 account closeout fee for Spartan New Jersey Municipal Money
Market.] [The returns in the following table include the effect of the
$5 account closeout fee based on an average account size for Spartan
New Jersey Municipal Money Market.]

For the periods ended Past 1 year Past 5 years Past 10 years/Life of fund
December 31, 1999

Fidelity New Jersey Municipal % % %
Money Market

Spartan New Jersey Municipal % % %A
Money Market

Spartan New Jersey Municipal % % %
Income

Lehman Bros. Muni Bond Index % % %

Lehman Bros. NJ Muni Bond % % %
Index w/Prt. Auth. of NY/NJ

Lipper NJ Muni Debt Funds % % %
Average

</TABLE>

A FROM MAY 1, 1990.

If FMR had not reimbursed certain fund expenses during these periods,
each fund's returns would have been lower.

The Lehman Brothers Municipal Bond Index is a market value-weighted
index of investment-grade municipal bonds with maturities of one year
or more.

The Lehman Brothers New Jersey Municipal Bond Index with Port
Authority of NY/NJ is a market value-weighted index of New Jersey
investment-grade municipal bonds, including Port Authority of New York
and New Jersey bonds, with maturities of one year or more.

The Lipper Funds Average reflects the performance (excluding sales
charges) of mutual funds with similar objectives.

FEE TABLE

The following table describes the fees and expenses that are incurred
when you buy, hold, or sell shares of a fund. [The annual fund
operating expenses provided below for [Fidelity New Jersey Municipal
Income][, Spartan New Jersey Municipal Money Market] [and] [Spartan
New Jersey Municipal Income] are based on historical expenses,
adjusted to reflect current fees.] [The annual fund operating expenses
provided below for [Fidelity New Jersey Municipal Income][, Spartan
New Jersey Municipal Money Market] [and] [Spartan New Jersey Municipal
Income] do not reflect the effect of any [expense reimbursements [or]
reduction of certain expenses] during the period. [The annual fund
operating expenses provided below for [Fidelity New Jersey Municipal
Income][, Spartan New Jersey Municipal Money Market] [and] [Spartan
New Jersey Municipal Income] are based on historical expenses.]

SHAREHOLDER FEES (PAID BY THE INVESTOR DIRECTLY)

Sales charge (load) on None
purchases and reinvested
distributions

Deferred sales charge (load) None
on redemptions

Redemption fee on shares
held less than 180 days (as
a % of amount redeemed)

for Spartan NJ Muni Income only 0.50%

Exchange fee

for Spartan NJ Muni Money $5.00
Market onlyA, B

Wire transaction fee

for Spartan NJ Muni Money $5.00
Market onlyA

Checkwriting fee, per check
written

for Spartan NJ Muni Money $2.00
Market onlyA

Account closeout fee

for Spartan NJ Muni Money $5.00
Market onlyA

Annual account maintenance $12.00
fee (for accounts under
$2,500)

A THE FEES FOR INDIVIDUAL TRANSACTIONS ARE WAIVED IF YOUR ACCOUNT
BALANCE AT THE TIME OF THE TRANSACTION IS $50,000 OR MORE.
B YOU WILL NOT PAY AN EXCHANGE FEE IF YOU EXCHANGE THROUGH ANY OF
FIDELITY'S AUTOMATED EXCHANGE SERVICES.

ANNUAL FUND OPERATING EXPENSES (PAID FROM FUND ASSETS)

FIDELITY NJ MUNI MONEY MARKET Management fee %

Distribution and Service None
(12b-1) fee

Other expenses %

Total annual fund operating %
expenses

SPARTAN NJ MUNI MONEY MARKET Management fee %

Distribution and Service None
(12b-1) fee

Other expenses %

Total annual fund operating %
expenses

SPARTAN NJ MUNI INCOME Management fee %

Distribution and Service None
(12b-1) fee

Other expenses %

Total annual fund operating %
expensesA

A EFFECTIVE JANUARY 1, 2000, FMR HAS AGREED TO REIMBURSE THE
FUND TO THE EXTENT THAT TOTAL OPERATING EXPENSES (EXCLUDING INTEREST,
TAXES, BROKERAGE COMMISSIONS, EXTRAORDINARY EXPENSES, AND 12B-1 FEES,
AS A PERCENTAGE OF ITS AVERAGE NET ASSETS, EXCEED 0.53%. THIS
ARRANGEMENT WILL REMAIN IN EFFECT THROUGH DECEMBER 31, 2000.

[A portion of the brokerage commissions that certain funds pay is used
to reduce each of those fund's expenses.] [In addition,] on behalf of
Spartan New Jersey Municipal Money Market, FMR has entered into
arrangements with the fund's custodian and transfer agent whereby
credits realized as a result of uninvested cash balances are used to
reduce fund expenses. Each of Fidelity New Jersey Municipal Money
Market and Spartan New Jersey Municipal Income has entered into
arrangements with its custodian and transfer agent whereby credits
realized as a result of uninvested cash balances are used to reduce
custodian and transfer agent expenses. [Including these reductions,
the total fund operating expenses, [after reimbursement for Spartan
New Jersey Municipal Income,] would have been __% for Fidelity New
Jersey Municipal Money Market, __% for Spartan New Jersey Municipal
Money Market and __% for Spartan New Jersey Municipal Income].

This EXAMPLE helps you compare the cost of investing in the funds with
the cost of investing in other mutual funds.

Let's say, hypothetically, that each fund's annual return is 5% and
that your shareholder fees and each fund's annual operating expenses
are exactly as described in the fee table. This example illustrates
the effect of fees and expenses, but is not meant to suggest actual or
expected fees and expenses or returns, all of which may vary. For
every $10,000 you invested, here's how much you would pay in total
expenses if you close your account after the number of years indicated
and, for Spartan New Jersey Municipal Money Market if you leave your
account open:

Account open Account closed

FIDELITY NJ MUNI MONEY MARKET 1 year $

3 years $

5 years $

10 years $

SPARTAN NJ MUNI MONEY MARKET 1 year $ $

3 years $ $

5 years $ $

10 years $ $

SPARTAN NJ MUNI INCOME 1 year $

3 years $

5 years $

10 years $

FUND BASICS

INVESTMENT DETAILS

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES

FMR normally invests the fund's assets in municipal money market
securities, including shares of a municipal money market fund managed
by an affiliate of FMR.

FMR normally invests the fund's assets so that at least 80% of the
fund's income is exempt from federal income tax and the New Jersey
Gross Income Tax. Municipal securities whose interest is exempt from
federal income tax and the New Jersey Gross Income Tax include
securities issued by U.S. territories and possessions, such as Guam,
the Virgin Islands, and Puerto Rico, and their political subdivisions
and public corporations.

FMR may invest the fund's assets in municipal securities whose
interest is subject to the New Jersey Gross Income Tax. Although FMR
does not currently intend to invest the fund's assets in municipal
securities whose interest is subject to federal income tax, FMR may
invest all of the fund's assets in municipal securities whose interest
is subject to the federal alternative minimum tax.

FMR may invest more than 25% of the fund's total assets in municipal
securities that finance similar projects, such as those relating to
education, health care, transportation, and utilities.

In buying and selling securities for the fund, FMR complies with
industry-standard requirements for money market funds regarding the
quality, maturity, and diversification of the fund's investments. FMR
stresses maintaining a stable $1.00 share price, liquidity, and
income.

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES

FMR normally invests the fund's assets in municipal money market
securities, including shares of a municipal money market fund managed
by an affiliate of FMR.

FMR normally invests at least 65% of the fund's total assets in
municipal securities whose interest is exempt from the New Jersey
Gross Income Tax and invests the fund's assets so that at least 80% of
the fund's income is exempt from federal income tax. Municipal
securities whose interest is exempt from federal income tax and the
New Jersey Gross Income Tax include securities issued by U.S.
territories and possessions, such as Guam, the Virgin Islands, and
Puerto Rico, and their political subdivisions and public corporations.

FMR may invest more than 25% of the fund's total assets in municipal
securities that finance similar projects, such as those relating to
education, health care, transportation, and utilities.

INVESTMENT OBJECTIVE

SPARTAN NEW JERSEY MUNICIPAL INCOME FUND seeks a high level of current
income exempt from federal income tax and the New Jersey Gross Income
Tax.

PRINCIPAL INVESTMENT STRATEGIES

FMR normally invests the fund's assets in investment-grade municipal
debt securities (those of medium and high quality).

FMR normally invests at least 80% of the fund's assets in municipal
securities whose interest is exempt from federal income tax and the
New Jersey Gross Income Tax. Municipal securities whose interest
is exempt from federal income tax and the New Jersey Gross Income Tax
include securities issued by U.S. territories and possessions, such as
Guam, the Virgin Islands, and Puerto Rico, and their political
subdivisions and public corporations.

FMR may invest more than 25% of the fund's total assets in municipal
securities that finance similar projects, such as those relating to
education, health care, transportation, and utilities.

FMR uses the Lehman Brothers New Jersey Municipal Bond Index with Port
Authority of New York/New Jersey as a guide in structuring the fund
and selecting its investments. FMR manages the fund to have similar
overall interest rate risk to the index. As of November 30, 1999, the
dollar-weighted average maturity of the fund and the index was
approximately ___ and___ years, respectively.

FMR allocates the fund's assets among different market sectors (for
example, general obligation bonds of a state or bonds financing a
specific project) and different maturities based on its view of the
relative value of each sector and maturity.

Because the fund is considered non-diversified, FMR may invest a
significant percentage of the fund's assets in a single issuer.

In buying and selling securities for the fund, FMR analyzes a
security's structural features and current price compared to its
estimated long-term value, any short-term trading opportunities
resulting from market inefficiencies, and the credit quality of its
issuer.

FMR may use various techniques, such as buying and selling futures
contracts, to increase or decrease the fund's exposure to changing
security prices, interest rates, or other factors that affect security
values. If FMR's strategies do not work as intended, the fund may not
achieve its objective.

DESCRIPTION OF PRINCIPAL SECURITY TYPES

DEBT SECURITIES are used by issuers to borrow money. The issuer
usually pays a fixed, variable, or floating rate of interest, and must
repay the amount borrowed at the maturity of the security. Some debt
securities, such as zero coupon bonds, do not pay current interest but
are sold at a discount from their face values. Municipal debt
securities include general obligation bonds of municipalities, local
or state governments, project or revenue-specific bonds, or
pre-refunded or escrowed bonds.

MONEY MARKET SECURITIES are high-quality, short-term securities that
pay a fixed, variable, or floating interest rate. Securities are often
specifically structured so that they are eligible investments for a
money market fund. For example, in order to satisfy the maturity
restrictions for a money market fund, some money market securities
have demand or put features , which have the effect of
shortening the security's maturity. Municipal money market securities
include variable rate demand notes, commercial paper, municipal notes,
and shares of municipal money market funds.

MUNICIPAL SECURITIES are issued to raise money for a variety of public
and private purposes, including general financing for state and local
governments, or financing for a specific project or public facility.
Municipal securities may be fully or partially backed by the local
government, by the credit of a private issuer, by the current or
anticipated revenues from a specific project or specific assets, or by
domestic or foreign entities providing credit support such as letters
of credit, guarantees, or insurance.

PRINCIPAL INVESTMENT RISKS

Many factors affect each fund's performance. Because FMR concentrates
each fund's investments in New Jersey, the fund's performance is
expected to be closely tied to economic and political conditions
within that state and to be more volatile than the performance of a
more geographically diversified fund.

The money market funds' yields will change daily based on changes in
interest rates and other market conditions. Although each fund is
managed to maintain a stable $1.00 share price, there is no guarantee
that the fund will be able to do so. For example, a major increase in
interest rates or a decrease in the credit quality of the issuer of
one of a fund's investments could cause the fund's share price to
decrease. While the funds will be charged premiums by a mutual
insurance company for coverage of specified types of losses related to
default or bankruptcy on certain securities, a fund may incur losses
regardless of the insurance.

The bond fund's yield and share price change daily based on changes in
interest rates and market conditions and in response to other
economic, political, or financial developments. The fund's reaction to
these developments will be affected by the types and maturities of
securities in which the fund invests, the financial condition,
industry and economic sector, and geographic location of an issuer,
and the fund's level of investment in the securities of that issuer.
Because FMR may invest a significant percentage of Spartan New Jersey
Municipal Income's assets in a single issuer, the fund's performance
could be closely tied to the market value of that one issuer and could
be more volatile than the performance of more diversified funds. When
you sell your shares of the fund, they could be worth more or less
than what you paid for them.

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

MUNICIPAL MARKET VOLATILITY. Municipal securities can be significantly
affected by political changes as well as uncertainties in the
municipal market related to taxation, legislative changes, or the
rights of municipal security holders. Because many municipal
securities are issued to finance similar projects, especially those
relating to education, health care, transportation, and utilities,
conditions in those sectors can affect the overall municipal market.
In addition, changes in the financial condition of an individual
municipal insurer can affect the overall municipal market.

INTEREST RATE CHANGES. Debt and money market securities have varying
levels of sensitivity to changes in interest rates. In general, the
price of a debt or money market security can fall when interest rates
rise and can rise when interest rates fall. Securities with longer
maturities can be more sensitive to interest rate changes. In other
words, the longer the maturity of a security, the greater the impact a
change in interest rates could have on the security's price. In
addition, short-term and long-term interest rates do not necessarily
move in the same amount or the same direction. Short-term securities
tend to react to changes in short-term interest rates, and long-term
securities tend to react to changes in long-term interest rates.

FOREIGN EXPOSURE. Entities located in foreign countries that provide
credit support or a maturity-shortening structure can involve
increased risks. Extensive public information about the provider may
not be available and unfavorable political, economic, or governmental
developments could affect the value of the security.

GEOGRAPHIC CONCENTRATION. In its seventh year of expansion, New Jersey
has benefitted and appears to continue to benefit from national
growth. New Jersey's economic base is diversified, consisting of a
variety of manufacturing, construction, and service industries,
supplemented by rural areas with selective commercial agriculture.

ISSUER-SPECIFIC CHANGES. Changes in the financial condition of an
issuer, changes in specific economic or political conditions that
affect a particular type of security or issuer, and changes in general
economic or political conditions can affect the credit quality or
value of an issuer's securities. Lower-quality debt securities (those
of less than investment-grade quality) tend to be more sensitive to
these changes than higher-quality debt securities. Entities providing
credit support or a maturity-shortening structure also can be affected
by these types of changes. Municipal securities backed by current or
anticipated revenues from a specific project or specific assets can be
negatively affected by the discontinuance of the taxation supporting
the project or assets or the inability to collect revenues for the
project or from the assets. If the Internal Revenue Service determines
an issuer of a municipal security has not complied with applicable tax
requirements, interest from the security could become taxable and the
security could decline significantly in value. In addition, if the
structure of a security fails to function as intended, interest from
the security could become taxable or the security could decline in
value.

In response to market, economic, political, or other conditions, FMR
may temporarily use a different investment strategy for defensive
purposes. If FMR does so, different factors could affect a fund's
performance, and a fund could distribute income subject to federal
income tax or the New Jersey Gross Income Tax.

FUNDAMENTAL INVESTMENT POLICIES

The policies discussed below are fundamental, that is, subject to
change only by shareholder approval.

FIDELITY NEW JERSEY MUNICIPAL MONEY MARKET FUND seeks as high a level
of current income, exempt from federal income tax and the New Jersey
Gross Income Tax, as is consistent with preservation of capital. Under
normal conditions, at least 80% of the fund's income will be exempt
from both federal income tax and New Jersey Gross Income Tax.

SPARTAN NEW JERSEY MUNICIPAL MONEY MARKET FUND seeks as high a level
of current income, exempt from federal income tax and, to the extent
possible, from the New Jersey Gross Income Tax, as is consistent with
the preservation of capital by investing in high-quality, short-term
municipal obligations. Under normal conditions, the fund will invest
so that at least 80% of its income is exempt from federal income tax.

SPARTAN NEW JERSEY MUNICIPAL INCOME FUND seeks a high level of current
income exempt from federal income tax and the New Jersey Gross Income
Tax.

VALUING SHARES

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

Each fund's net asset value per share (NAV) is the value of a single
share. Fidelity normally calculates each fund's NAV as of the close of
business 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 Securities and Exchange Commission (SEC). Each fund's
assets are valued as of this time for the purpose of computing the
fund's NAV.

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

Each money market fund's assets are valued on the basis of amortized
cost.

The bond fund's assets are valued primarily on the basis of
information furnished by a pricing service or market quotations. If
market quotations or information furnished by a pricing service is not
readily available for a security or if a security's value has been
materially affected by events occurring after the close of the
exchange or market on which the security is principally traded, that
security may be valued by another method that the Board of Trustees
believes accurately reflects fair value. A security's valuation may
differ depending on the method used for determining value.
SHAREHOLDER INFORMATION

BUYING AND SELLING SHARES

GENERAL INFORMATION

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-advantaged retirement plans for individuals investing on their own
or through their employer.

For account, product and service information, please use the following
Web site and phone numbers:

(small solid bullet) For information over the Internet, visit
Fidelity's Web site at www.fidelity.com.

(small solid bullet) For accessing account information automatically
by phone, use Fidelity Automated Service Telephone (FASTSM),
1-800-544-5555.

(small solid bullet) For exchanges and redemptions, 1-800-544-7777.

(small solid bullet) For account assistance, 1-800-544-6666.

(small solid bullet) For mutual fund and retirement information,
1-800-544-8888.

(small solid bullet) For brokerage information, 1-800-544-7272.

(small solid bullet) TDD - Service for the Deaf and Hearing-Impaired,
1-800-544-0118 (9:00 a.m. - 9:00 p.m. Eastern time).

Please use the following addresses:

BUYING SHARES

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002

OVERNIGHT EXPRESS

Fidelity Investments
2300 Litton Lane - KH1A
Hebron, KY 41048

SELLING SHARES

Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602

OVERNIGHT EXPRESS

Fidelity Investments
Attn: Redemptions - CP6I
400 East Las Colinas Blvd.
Irving, TX 75039-5587

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

Certain methods of contacting Fidelity, such as by telephone or
electronically, may be unavailable or delayed (for example, during
periods of unusual market activity). In addition, the level and type
of service available may be restricted based on criteria established
by Fidelity.

The different ways to set up (register) your account with Fidelity are
listed in the following table.

WAYS TO SET UP YOUR ACCOUNT

INDIVIDUAL OR JOINT TENANT

FOR YOUR GENERAL INVESTMENT NEEDS

GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA)

TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS

TRUST

FOR MONEY BEING INVESTED BY A TRUST

BUSINESS OR ORGANIZATION

FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS OR
OTHER GROUPS

BUYING SHARES

The price to buy one share of each fund is the fund's NAV. Each fund's
shares are sold without a sales charge.

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

Short-term or excessive trading into and out of a fund may harm
performance by disrupting portfolio management strategies and by
increasing expenses. Accordingly, a fund may reject any purchase
orders, including exchanges, particularly from market timers or
investors who, in FMR's opinion, have a pattern of short-term or
excessive trading or whose trading has been or may be disruptive to
that fund. For these purposes, FMR may consider an investor's trading
history in that fund or other Fidelity funds, and accounts under
common ownership or control.

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

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

(small solid bullet) All of your purchases must be made in U.S.
dollars and checks must be drawn on U.S. banks.

(small solid bullet) Fidelity does not accept cash.

(small solid bullet) When making a purchase with more than one check,
each check must have a value of at least $50.

(small solid bullet) Fidelity reserves the right to limit the number
of checks processed at one time.

(small solid bullet) If your check does not clear, your purchase will
be canceled and you could be liable for any losses or fees a fund or
Fidelity has incurred.

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 order will
be canceled and the financial institution could be held liable for
resulting fees or losses.

MINIMUMS

TO OPEN AN ACCOUNT

For Fidelity NJ Municipal Money Market $5,000
For Spartan NJ Municipal Money Market $25,000
For Spartan NJ Municipal Income $10,000
TO ADD TO AN ACCOUNT
For Fidelity NJ Municipal Money Market $250
Through regular investment plans $100
For Spartan NJ Municipal Money Market $1,000
Through regular investment plans $500
For Spartan NJ Municipal Income $1,000
Through regular investment plans $500
MINIMUM BALANCE
For Fidelity NJ Municipal Money Market $2,000
For Spartan NJ Municipal Money Market $10,000
For Spartan NJ Municipal Income $5,000

There is no minimum account balance or initial or subsequent purchase
minimum for investments through Fidelity Portfolio Advisory ServicesSM
or a qualified state tuition program. In addition, each fund may waive
or lower purchase minimums in other circumstances.

KEY INFORMATION

PHONE 1-800-544-7777 TO OPEN AN ACCOUNT

(small solid bullet) Exchange
from another Fidelity fund.
Call the phone number at left.

TO ADD TO AN ACCOUNT

(small solid bullet) Exchange
from another Fidelity fund.
Call the phone number at left.

(small solid bullet) Use
Fidelity Money
Line(registered trademark)
to transfer from your bank
account.

INTERNET WWW.FIDELITY.COM TO OPEN AN ACCOUNT

(small solid bullet) Complete
and sign the application.
Make your check payable to
the complete name of the
fund. Mail to the address
under "Mail" below.

TO ADD TO AN ACCOUNT

(small solid bullet) Exchange
from another Fidelity fund.

(small solid bullet) Use
Fidelity Money Line to
transfer from your bank
account.

MAIL FIDELITY INVESTMENTS TO OPEN AN ACCOUNT

P.O. BOX 770001 CINCINNATI, (small solid bullet) Complete
OH 45277-0002 and sign the application.
Make your check payable to
the complete name of the
fund. Mail to the address at
left.

TO ADD TO AN ACCOUNT

(small solid bullet) Make
your check payable to the
complete name of the fund.
Indicate your fund account
number on your check and
mail to the address at left.

(small solid bullet) Exchange
from another Fidelity fund.
Send a letter of instruction
to the address at left,
including your name, the
funds' names, the fund
account numbers, and the
dollar amount or number of
shares to be exchanged.

IN PERSON TO OPEN AN ACCOUNT

(small solid bullet) Bring
your application and check
to a Fidelity Investor
Center. Call 1-800-544-9797
for the center nearest you.

TO ADD TO AN ACCOUNT

(small solid bullet) Bring
your check to a Fidelity
Investor Center. Call
1-800-544-9797 for the
center nearest you.

WIRE TO OPEN AN ACCOUNT

(small solid bullet) Call
1-800-544-7777 to set up
your account and to arrange
a wire transaction.

(small solid bullet) Wire
within 24 hours to: Bankers
Trust Company, Bank Routing
# 021001033, Account #
00163053.

(small solid bullet) Specify
the complete name of the
fund and include your new
fund account number and your
name.

TO ADD TO AN ACCOUNT

(small solid bullet) Wire to:
Bankers Trust Company, Bank
Routing # 021001033, Account
# 00163053.

(small solid bullet) Specify
the complete name of the
fund and include your fund
account number and your name.

AUTOMATICALLY TO OPEN AN ACCOUNT

(small solid bullet) Not
available.

TO ADD TO AN ACCOUNT

(small solid bullet) Use
Fidelity Automatic Account
Builder(registered
trademark) or Direct Deposit.

(small solid bullet) Use
Fidelity Automatic Exchange
Service to exchange from a
Fidelity money market fund.

SELLING SHARES

The price to sell one share of Fidelity New Jersey Municipal Money
Market or Spartan New Jersey Municipal Money Market is the fund's NAV.
The price to sell one share of Spartan New Jersey Municipal Income is
the fund's NAV, minus the redemption fee short-term trading fee), if
applicable.

Spartan New Jersey Municipal Income will deduct a short-term trading
fee of 0.50% from the redemption amount if you sell your shares after
holding them less than 180 days. This fee is paid to the fund rather
than Fidelity, and is designed to offset the brokerage commissions,
market impact, and other costs associated with fluctuations in fund
asset levels and cash flow caused by short-term shareholder trading.

If you bought shares on different days, the shares you held longest
will be redeemed first for purposes of determining whether the
short-term trading fee applies. The short-term trading fee does not
apply to shares that were acquired through reinvestment of
distributions.

Your shares will be sold at the next NAV calculated after your order
is received in proper form, minus the short-term trading fee, if
applicable.

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:

(small solid bullet) You wish to sell more than $100,000 worth of
shares;

(small solid bullet) Your account registration has changed within the
last 30 days;

(small solid bullet) The check is being mailed to a different address
than the one on your account (record address);

(small solid bullet) The check is being made payable to someone other
than the account owner; or

(small solid 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.

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

(small solid bullet) If you are selling some but not all of your
Fidelity New Jersey Municipal Money Market shares, leave at least
$2,000 worth of shares in the account to keep it open, except accounts
not subject to account minimums. If you are selling some but not all
of your Spartan New Jersey Municipal Money Market shares, leave at
least $10,000 worth of shares in the account to keep it open, except
accounts not subject to account minimums. If you are selling some but
not all of your Spartan New Jersey Municipal Income shares, leave at
least $5,000 worth of shares in the account to keep it open, except
accounts not subject to account minimums.

(small solid bullet) Normally, Fidelity will process redemptions by
the next business day, but Fidelity may take up to seven days to
process redemptions if making immediate payment would adversely affect
a fund.

(small solid bullet) Redemption proceeds (other than exchanges) may be
delayed until money from prior purchases sufficient to cover your
redemption has been received and collected. This can take up to seven
business days after a purchase.

(small solid 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.

(small solid bullet) Redemption proceeds may be paid in securities or
other assets rather than in cash if the Board of Trustees determines
it is in the best interests of a fund.

(small solid bullet) If you sell shares of Fidelity New Jersey
Municipal Money Market or Spartan New Jersey Municipal Money Market 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.

(small solid bullet) You will not receive interest on amounts
represented by uncashed redemption checks.

(small solid bullet) Unless otherwise instructed, Fidelity will send a
check to the record address.

KEY INFORMATION

PHONE 1-800-544-7777 (small solid bullet) Call the
phone number at left to
initiate a wire transaction
or to request a check for
your redemption.

(small solid bullet) Use
Fidelity Money Line to
transfer to your bank account.

(small solid bullet) Exchange
to another Fidelity fund.
Call the phone number at left.

INTERNET WWW.FIDELITY.COM (small solid bullet) Exchange
to another Fidelity fund.

(small solid bullet) Use
Fidelity Money Line to
transfer to your bank account.

MAIL FIDELITY INVESTMENTS INDIVIDUAL, JOINT TENANT,
P.O. BOX 660602 DALLAS, TX SOLE PROPRIETORSHIP, UGMA,
75266-0602 UTMA

(small solid bullet) Send a
letter of instruction to the
address at left, including
your name, the fund's name,
your fund account number,
and the dollar amount or
number of shares to be sold.
The letter of instruction
must be signed by all
persons required to sign for
transactions, exactly as
their names appear on the
account.

TRUST

(small solid bullet) Send a
letter of instruction to the
address at left, including
the trust's name, the fund's
name, the trust's fund
account number, and the
dollar amount or number of
shares to be sold. The
trustee must sign the letter
of instruction indicating
capacity as trustee. If the
trustee's name is not in the
account registration,
provide a copy of the trust
document certified within
the last 60 days.

BUSINESS OR ORGANIZATION

(small solid bullet) Send a
letter of instruction to the
address at left, including
the firm's name, the fund's
name, the firm's fund
account number, and the
dollar amount or number of
shares to be sold. At least
one person authorized by
corporate resolution to act
on the account must sign the
letter of instruction.

(small solid bullet) Include
a corporate resolution with
corporate seal or a
signature guarantee.

EXECUTOR, ADMINISTRATOR,
CONSERVATOR, GUARDIAN

(small solid bullet) Call
1-800-544-6666 for
instructions.

IN PERSON INDIVIDUAL, JOINT TENANT,
SOLE PROPRIETORSHIP, UGMA,
UTMA

(small solid bullet) Bring a
letter of instruction to a
Fidelity Investor Center.
Call 1-800-544-9797 for the
center nearest you. The
letter of instruction must
be signed by all persons
required to sign for
transactions, exactly as
their names appear on the
account.

TRUST

(small solid bullet) Bring a
letter of instruction to a
Fidelity Investor Center.
Call 1-800-544-9797 for the
center nearest you. The
trustee must sign the letter
of instruction indicating
capacity as trustee. If the
trustee's name is not in the
account registration,
provide a copy of the trust
document certified within
the last 60 days.

BUSINESS OR ORGANIZATION

(small solid bullet) Bring a
letter of instruction to a
Fidelity Investor Center.
Call 1-800-544-9797 for the
center nearest you. At least
one person authorized by
corporate resolution to act
on the account must sign the
letter of instruction.

(small solid bullet) Include
a corporate resolution with
corporate seal or a
signature guarantee.

EXECUTOR, ADMINISTRATOR,
CONSERVATOR, GUARDIAN

(small solid bullet) Visit a
Fidelity Investor Center for
instructions. Call
1-800-544-9797 for the
center nearest you.

AUTOMATICALLY (small solid bullet) Use
Fidelity Automatic Exchange
Service to exchange from
Fidelity New Jersey
Municipal Money Market to
another Fidelity fund.

(small solid bullet) Use
Personal Withdrawal Service
to set up periodic
redemptions from your bond
fund account.

CHECK (small solid bullet) Write a
check to sell shares from
your account.

EXCHANGING SHARES

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

As a shareholder, you have the privilege of exchanging shares of a
fund for shares of other Fidelity funds.

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

(small solid bullet) The fund you are exchanging into must be
available for sale in your state.

(small solid bullet) You may exchange only between accounts that are
registered in the same name, address, and taxpayer identification
number.

(small solid bullet) Before exchanging into a fund, read its
prospectus.

(small solid bullet) You may pay a $5.00 fee for each exchange out of
Spartan New Jersey Municipal Money Market, unless you place your
transaction through Fidelity's automated exchange services.

(small solid bullet) Exchanges may have tax consequences for you.

(small solid bullet) Currently, there is no limit on the number of
exchanges out of Fidelity New Jersey Municipal Money Market.

(small solid bullet) Spartan New Jersey Municipal Money Market and
Spartan New Jersey Municipal Income may 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 will be counted together for purposes of
the four exchange limit.

(small solid bullet) Each fund may refuse exchange purchases by any
person or group if, in FMR's judgment, the fund would be unable to
invest the money effectively in accordance with its investment
objective and policies, or would otherwise potentially be adversely
affected.

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

Other funds may have different exchange restrictions, and may impose
trading fees of up to 3.00% of the amount exchanged. Check each fund's
prospectus for details.

ACCOUNT FEATURES AND POLICIES

FEATURES

The following features are available to buy and sell shares of the
funds.

AUTOMATIC INVESTMENT AND WITHDRAWAL PROGRAMS. Fidelity offers
convenient services that let you automatically transfer money into
your account, between accounts, or out of your account. While
automatic investment programs 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 retirement, a home, educational expenses,
and other long-term financial goals. Automatic withdrawal or exchange
programs can be a convenient way to provide a consistent income flow
or to move money between your investments.

<TABLE>
<CAPTION>
<S> <C> <C>
FIDELITY AUTOMATIC ACCOUNT
BUILDER(registered
trademark) TO MOVE MONEY
FROM YOUR BANK ACCOUNT TO A
FIDELITY FUND.

MINIMUM FREQUENCY PROCEDURES

$100 for Fidelity NJ Muni Monthly or quarterly (small solid bullet) To set
Money Market up for a new account,
$500 complete the appropriate
for Spartan NJ Muni Money section on the fund
Market and Spartan NJ Muni application.
Income
(small solid bullet) To set
up for existing accounts,
call 1-800-544-6666 or visit
Fidelity's Web site for an
application.

(small solid bullet) To make
changes, call 1-800-544-6666
at least three business days
prior to your next scheduled
investment date.

DIRECT DEPOSIT TO SEND ALL OR
A PORTION OF YOUR PAYCHECK
OR GOVERNMENT CHECK TO A
FIDELITY FUND.A

MINIMUM FREQUENCY PROCEDURES

$100 for Fidelity NJ Muni Every pay period (small solid bullet) To set
Money Market up for a new account, check
$500 the appropriate box on the
for Spartan NJ Muni Money fund application.
Market and Spartan NJ Muni (small solid bullet) To set
Income up for an existing account,
call 1-800-544-6666 or visit
Fidelity's Web site for an
authorization form.

(small solid bullet) To make
changes you will need a new
authorization form. Call
1-800-544-6666 or visit
Fidelity's Web site to
obtain one.

A BECAUSE BOND FUND SHARE
PRICES FLUCTUATE, THAT FUND
MAY NOT BE AN APPROPRIATE
CHOICE FOR DIRECT DEPOSIT OF
YOUR ENTIRE CHECK.

FIDELITY AUTOMATIC EXCHANGE
SERVICE TO MOVE MONEY FROM A
FIDELITY MONEY MARKET FUND
TO ANOTHER FIDELITY FUND.

MINIMUM FREQUENCY PROCEDURES

$100 for Fidelity NJ Muni Monthly, bimonthly, (small solid bullet) To set
Money Market quarterly, or annually up, call 1-800-544-6666
$500 after both accounts are
for Spartan NJ Muni Money opened.
Market and Spartan NJ Muni (small solid bullet) To make
Income changes, call 1-800-544-6666
at least three business days
prior to your next scheduled
exchange date.

</TABLE>

PERSONAL WITHDRAWAL SERVICE
TO SET UP PERIODIC
REDEMPTIONS FROM YOUR BOND
FUND ACCOUNT TO YOU OR TO
YOUR BANK ACCOUNT.

FREQUENCY PROCEDURES
Monthly (small solid bullet) To set
up, call 1-800-544-6666.

(small solid bullet) To make
changes, call Fidelity at
1-800-544-6666 at least
three business days prior to
your next scheduled
withdrawal date.

OTHER FEATURES. The following other features are also available to buy
and sell shares of the funds.

WIRE

TO PURCHASE AND SELL SHARES VIA THE FEDERAL RESERVE WIRE SYSTEM.

(small solid bullet) You must sign up for the Wire feature before
using it. Complete the appropriate section on the application when
opening your account, or call 1-800-544-7777 to add the feature after
your account is opened. Call 1-800-544-7777 before your first use to
verify that this feature is set up on your account.

(small solid bullet) To sell shares by wire, you must designate the
U.S. commercial bank account(s) into which you wish the redemption
proceeds deposited.

(small solid bullet) There may be a $5.00 fee for each wire purchase
for Spartan New Jersey Municipal Money Market.

(small solid bullet) There may be a $5.00 fee for each wire redemption
for Spartan New Jersey Municipal Money Market.

FIDELITY MONEY LINE

TO TRANSFER MONEY BETWEEN YOUR BANK ACCOUNT AND YOUR FUND ACCOUNT.

(small solid bullet) You must sign up for the Money Line feature
before using it. Complete the appropriate section on the application
and then call 1-800-544-7777 or visit Fidelity's Web site before your
first use to verify that this feature is set up on your account.

(small solid bullet) Most transfers are complete within three business
days of your call.

(small solid bullet) Maximum purchase: $100,000

FIDELITY ON-LINE XPRESS+(registered trademark)

TO MANAGE YOUR INVESTMENTS THROUGH YOUR PC.
CALL 1-800-544-7272 OR VISIT FIDELITY'S WEB SITE FOR MORE INFORMATION.

(small solid bullet) For account balances and holdings;

(small solid bullet) To review recent account history;

(small solid bullet) For mutual fund and brokerage trading; and

(small solid bullet) For access to research and analysis tools.

FIDELITY ONLINE TRADING

TO ACCESS AND MANAGE YOUR ACCOUNT OVER THE INTERNET AT FIDELITY'S WEB
SITE.

(small solid bullet) For account balances and holdings;

(small solid bullet) To review recent account history;

(small solid bullet) To obtain quotes;

(small solid bullet) For mutual fund and brokerage trading; and

(small solid bullet) To access third-party research on companies,
stocks, mutual funds and the market.

FAST

TO ACCESS AND MANAGE YOUR ACCOUNT AUTOMATICALLY BY PHONE USING TOUCH
TONE OR SPEECH RECOGNITION.

CALL 1-800-544-5555.

(small solid bullet) For account balances and holdings;

(small solid bullet) For mutual fund and brokerage trading;

(small solid bullet) To obtain quotes;

(small solid bullet) To review orders and mutual fund activity; and

(small solid bullet) To change your personal identification number
(PIN).

CHECKWRITING

TO REDEEM SHARES FROM YOUR FIDELITY NEW JERSEY MUNICIPAL MONEY MARKET
AND SPARTAN NEW JERSEY MUNICIPAL MONEY MARKET ACCOUNT.

(small solid bullet) To set up, complete the appropriate section on
the application.

(small solid bullet) All account owners must sign a signature card to
receive a checkbook.

(small solid bullet) You may write an unlimited number of checks.

(small solid bullet) Minimum check amount: $500.

(small solid bullet) Do not try to close out your account by check.

(small solid bullet) To obtain more checks, call Fidelity at
1-800-544-6666.

POLICIES

The following policies apply to you as a shareholder.

STATEMENTS AND REPORTS that Fidelity sends to you include the
following:

(small solid bullet) Confirmation statements (after transactions
affecting your account balance except reinvestment of distributions in
the fund or another fund and certain transactions through automatic
investment or withdrawal programs).

(small solid bullet) Monthly or quarterly account statements
(detailing account balances and all transactions completed during the
prior month or quarter).

(small solid bullet) Financial reports (every six months).

To reduce expenses, only one copy of most financial reports and
prospectuses will be mailed to your household, even if you have more
than one account in a fund. Call Fidelity at 1-800-544-8544 if you
need additional copies of financial reports or prospectuses.

Electronic copies of most financial reports and prospectuses are
available at Fidelity's Web site. To participate in Fidelity's
electronic delivery program, call Fidelity or visit Fidelity's Web
site for more information.

You may initiate many TRANSACTIONS BY TELEPHONE OR ELECTRONICALLY.
Fidelity will not be responsible for any losses resulting from
unauthorized transactions if it follows reasonable security procedures
designed to verify the identity of the investor. Fidelity will request
personalized security codes or other information, and may also record
calls. For transactions conducted through the Internet, Fidelity
recommends the use of an Internet browser with 128-bit encryption. You
should verify the accuracy of your confirmation statements immediately
after you receive them. If you do not want the ability to sell and
exchange by telephone, call Fidelity for instructions.

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.

Fidelity may deduct an ANNUAL MAINTENANCE FEE of $12.00 from accounts
with a value of less than $2,500, subject to an annual maximum charge
of $24.00 per shareholder. It is expected that accounts will be valued
on the second Friday in November of each year. Accounts opened after
September 30 will not be subject to the fee for that year. The fee,
which is payable to Fidelity, is designed to offset in part the
relatively higher costs of servicing smaller accounts. This fee will
not be deducted from Fidelity brokerage accounts, retirement accounts
(except non-prototype retirement accounts), accounts using regular
investment plans, or if total assets with Fidelity exceed $30,000.
Eligibility for the $30,000 waiver is determined by aggregating
accounts with Fidelity maintained by Fidelity Service Company, Inc. or
FBSI which are registered under the same social security number or
which list the same social security number for the custodian of a
Uniform Gifts/Transfers to Minors Act account.

If your ACCOUNT BALANCE falls below $2,000 for Fidelity New Jersey
Municipal Money Market, $10,000 for Spartan New Jersey Municipal Money
Market or $5,000 for Spartan New Jersey Municipal Income (except
accounts not subject to account minimums), you will be given 30 days'
notice to reestablish the minimum balance. If you do not increase your
balance, Fidelity may close your account and send the proceeds to you.
Your shares will be sold at the NAV, minus the short-term trading fee,
if applicable, on the day your account is closed and, for Spartan New
Jersey Municipal Money Market, the $5.00 account closeout fee will be
charged.

The FEES FOR INDIVIDUAL TRANSACTIONS (except the short-term trading
fee) are waived if your account balance at the time of the transaction
is $50,000 or more. Otherwise, you should note the following:

(small solid bullet) The $2.00 checkwriting fee will be deducted from
your account.

(small solid bullet) The $5.00 exchange fee will be deducted from the
amount of your exchange.

(small solid bullet) The $5.00 wire transaction fee will be deducted
from the amount of your wire.

(small solid bullet) The $5.00 account closeout fee does not apply to
exchanges or wires.

Fidelity may charge a FEE FOR CERTAIN SERVICES, such as providing
historical account documents.

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

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

The bond fund normally declares dividends daily and pays them monthly.
The bond fund normally pays capital gain distributions in January and
December.

Distributions you receive from each money market fund consist
primarily of dividends. Each money market fund normally declares
dividends daily and pays them monthly.

EARNING DIVIDENDS

Shares begin to earn dividends on the first business day following the
day of purchase.

Shares earn dividends until, but not including, the next business day
following the day of redemption.

DISTRIBUTION OPTIONS

When you open an account, specify on your application how you want to
receive your distributions. The following options may be available for
each fund's distributions:

1. REINVESTMENT OPTION. Your dividends and capital gain distributions,
if any, 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. (bond fund only) Your capital gain
distributions will be automatically reinvested in additional shares of
the fund. Your dividends will be paid in cash.

3. CASH OPTION. Your dividends and capital gain distributions, if any,
will be paid in cash.

4. DIRECTED DIVIDENDS(registered trademark) OPTION. Your dividends
will be automatically invested in shares of another identically
registered Fidelity fund. Your capital gain distributions, if any,
will be automatically invested in shares of another identically
registered Fidelity fund, automatically reinvested in additional
shares of the fund, or paid in cash.

Not all distribution options are available for every account. If the
option you prefer is not listed on your account application, or if you
want to change your current option, call Fidelity.

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

TAX CONSEQUENCES

As with any investment, your investment in a fund could have tax
consequences for you.

TAXES ON DISTRIBUTIONS. Each fund seeks to earn income and pay
dividends exempt from federal income tax and the New Jersey Gross
Income Tax.

A portion of the dividends you receive may be subject to
federal , state, or local income tax or may be
subject to the federal alternative minimum tax. You may also
receive taxable distributions attributable to a fund's sale
of municipal bonds .

For federal tax purposes, each fund's distributions of short-term
capital gains and gains on the sale of bonds characterized as market
discount are taxable to you as ordinary income , while each
fund's distributions of long-term capital gains, if any, are taxable
to you generally as capital gains.

For New Jersey Gross Income Tax purposes, distributions derived
from interest on municipal securities of New Jersey issuers and from
interest on qualifying securities issued by U.S. territories and
possessions are generally exempt from tax. Distributions that are
federally taxable as capital gains are generally exempt from the New
Jersey Gross Income Tax to the extent derived from municipal
securities of New Jersey issuers. All other distributions may be
taxable for New Jersey Gross Income Tax purposes.

If a fund's distributions exceed its income and capital gains realized
in any year, all or a portion of those distributions may be treated as
a return of capital to shareholders for federal income tax or
New Jersey Gross Income Tax purposes. A return of capital generally
will not be taxable to you but will reduce the cost basis of your
shares and result in a higher reported capital gain or a lower
reported capital loss when you sell your shares.

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

Any taxable distributions you receive from a fund will normally be
taxable to you when you receive them, regardless of your distribution
option. If you elect to receive distributions in cash or to invest
distributions automatically in shares of another Fidelity fund, you
will receive certain December distributions in January, but those
distributions will be taxable as if you received them on December 31.

TAXES ON TRANSACTIONS. Your bond fund redemptions, including
exchanges, may result in a capital gain or loss for federal tax and
New Jersey Gross Income Tax purposes. A capital gain or loss on
your investment in a fund generally is the difference between
the cost of your shares and the price you receive when you sell them.

FUND SERVICES

FUND MANAGEMENT

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

FMR is each fund's manager.

As of __, FMR had approximately $__ billion in discretionary assets
under management.

As the manager, FMR is responsible for choosing each fund's
investments and handling its business affairs.

Fidelity Investments Money Management, Inc. (FIMM), in Merrimack, New
Hampshire, serves as sub-adviser for each fund. FIMM is primarily
responsible for choosing investments for each fund.
FIMM is an affiliate of FMR. As of ______, FIMM had approximately
$____ in discretionary assets under management.

A fund could be adversely affected if the computer systems used by FMR
and other service providers do not properly process and calculate
date-related information from and after January 1, 2000. FMR has
advised each fund that it is actively working on necessary changes to
its computer systems and expects that its systems, and those of other
major service providers, will be modified prior to January 1, 2000.
However, there can be no assurance that there will be no adverse
impact on a fund.

Scott Orr is vice president and manager of Fidelity New Jersey
Municipal Money Market and Spartan New Jersey Municipal Money Market,
which he has managed since April 1997. He also manages other Fidelity
funds. Since joining Fidelity in 1989, Mr. Orr has worked as an
analyst and manager.

Norm Lind is vice president and manager of Spartan New Jersey
Municipal Income, which he has managed since April 1997. He also
manages several other Fidelity funds. Since joining Fidelity in 1986,
Mr. Lind has worked as an analyst and manager.

From time to time a manager, analyst, or other Fidelity employee may
express views regarding a particular company, security, industry, or
market sector. The views expressed by any such person are the views of
only that individual as of the time expressed and do not necessarily
represent the views of Fidelity or any other person in the Fidelity
organization. Any such views are subject to change at any time based
upon market or other conditions and Fidelity disclaims any
responsibility to update such views. These views may not be relied on
as investment advice and, because investment decisions for a Fidelity
fund are based on numerous factors, may not be relied on as an
indication of trading intent on behalf of any Fidelity fund.

Fidelity investment personnel may invest in securities for their own
investment accounts pursuant to a code of ethics that establishes
procedures for personal investing and restricts certain transactions.

Each fund pays a management fee to FMR. The management fee is
calculated and paid to FMR every month. FMR pays all of the
other expenses of Spartan New Jersey Municipal Money Market
with limited exceptions.

Spartan New Jersey Municipal Money Market's annual management fee
rate is 0.50% of its average net assets.

For Fidelity New Jersey Municipal Money Market and Spartan New
Jersey Municipal Income , the fee is calculated by adding a
group fee rate to an individual fund fee rate, dividing by twelve, and
multiplying the result by the fund's average net assets throughout the
month.

The group fee rate is based on the average net assets of all the
mutual funds advised by FMR. This rate cannot rise above 0.37%, and it
drops as total assets under management increase.

For November 1999, the group fee was __% for Fidelity New Jersey
Municipal Money Market and the group fee would have been %
for Spartan New Jersey Municipal Income . The individual fund fee
rate is __% for Fidelity New Jersey Municipal Money Market and
Spartan New Jersey Municipal Income .

The total management fee for the fiscal year ended November 30, 1999,
was __% of the fund's average net assets for Fidelity New Jersey
Municipal Money Market. For the fiscal year ended November 30,
1999, Spartan New Jersey Municipal Income paid FMR a management fee of
% of the fund's average net assets and FMR paid all of the other
expenses of the fund with limited exceptions.

FMR pays FIMM for providing assistance with investment advisory
services.

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, in the case of certain funds, may be discontinued by FMR
at any time , can decrease a fund's expenses and boost its
performance.

[As of November 30, 1999, approximately __% and __% of Fidelity New
Jersey Municipal Money Market's total outstanding shares,
respectively, were held by FMR and an FMR affiliate.] [As of November
30, 1999, approximately __% and __% of Spartan New Jersey Municipal
Money Market's total outstanding shares, respectively, were held by
FMR and an FMR affiliate.] [As of November 30, 1999, approximately __%
and __% of Spartan New Jersey Municipal Income's total outstanding
shares, respectively, were held by FMR and an FMR affiliate.]

FUND DISTRIBUTION

FDC distributes each fund's shares.

Each fund has adopted a Distribution and Service Plan pursuant to Rule
12b-1 under the Investment Company Act of 1940 that recognizes that
FMR may use its management fee revenues, as well as its past profits
or its resources from any other source, to pay FDC for expenses
incurred in connection with providing services intended to result in
the sale of fund shares and/or shareholder support services. FMR,
directly or through FDC, may pay intermediaries, such as banks,
broker-dealers and other service-providers, that provide those
services. Currently, the Board of Trustees of each fund has authorized
such payments.

To receive payments made pursuant to a Distribution and Service Plan,
intermediaries must sign the appropriate agreement with FDC in
advance.

FMR may allocate brokerage transactions in a manner that takes into
account the sale of shares of a fund, provided that the fund receives
brokerage services and commission rates comparable to those of other
broker-dealers.

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

APPENDIX

FINANCIAL HIGHLIGHTS

This information has been audited by _____________, independent
accountants, whose report, along with each fund's financial highlights
and financial statements, are included in each fund's annual report. A
free copy of the annual report is available upon request.

[Financial Highlights to be filed by subsequent amendment.]

You can obtain additional information about the funds. The funds' SAI
includes more detailed information about each fund and its
investments. The SAI is incorporated herein by reference (legally
forms a part of the prospectus). Each fund's annual and semi-annual
reports include a discussion of the fund's holdings and recent market
conditions and the fund's investment strategies that affected
performance.

For a free copy of any of these documents or to request other
information or ask questions about a fund, call Fidelity at
1-800-544-8544. In addition, you may visit Fidelity's Web site at
www.fidelity.com for a free copy of a prospectus or an annual or
semi-annual report or to request other information.

The SAI, the funds' annual and semi-annual reports and other related
materials are available on the SEC's Internet Web site
(http://www.sec.gov). You can obtain copies of this information upon
paying a duplicating fee, by writing the Public Reference Section of
the SEC, Washington, D.C. 20549-6009. You can also review and copy
information about the funds, including the funds' SAI, at the SEC's
Public Reference Room in Washington, D.C. Call 1-800-SEC-0330 for
information on the operation of the SEC's Public Reference Room.

INVESTMENT COMPANY ACT OF 1940, FILE NUMBERS, 811-2741 AND 811-6453

Spartan, Fidelity, Fidelity Investments and (Pyramid) Design, Fidelity
Investments, FAST, Fidelity Portfolio Advisory Services, Fidelity
Money Line, Fidelity Automatic Account Builder, Fidelity On-Line
Xpress+, and Directed Dividends are registered trademarks of FMR Corp.

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

__________________. NJN-pro-0100

SPARTAN(registered trademark) NEW JERSEY MUNICIPAL MONEY MARKET FUND
AND
FIDELITY NEW JERSEY MUNICIPAL MONEY MARKET FUND

FUNDS OF FIDELITY COURT STREET TRUST II

SPARTAN NEW JERSEY MUNICIPAL INCOME FUND

A FUND OF FIDELITY COURT STREET TRUST

STATEMENT OF ADDITIONAL INFORMATION

JANUARY 26, 2000

This statement of additional information (SAI) is not a prospectus.
Portions of the funds' annual report are incorporated herein. The
annual report is supplied with this SAI.

To obtain a free additional copy of the prospectus, dated January 26,
2000, or an annual report, please call Fidelity(registered trademark)
at 1-800-544-8544 or visit Fidelity's Web site at www.fidelity.com.

TABLE OF CONTENTS PAGE

Investment Policies and 18
Limitations

Special Considerations
Regarding New Jersey

Special Considerations 25
Regarding Puerto Rico

Portfolio Transactions 26

Valuation 29

Performance 30

Additional Purchase, Exchange 40
and Redemption Information

Distributions and Taxes 41

Trustees and Officers 41

Control of Investment Advisers 45

Management Contracts 45

Distribution Services 50

Transfer and Service Agent 51
Agreements

Description of the Trusts 51

Financial Statements 52

Appendix 53

NJN-ptb-0100
[__________________]

(Fidelity Logo Graphic)(registered trademark)
82 Devonshire Street, Boston, MA 02109

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 the fund's investment policies and limitations.

A 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 (the
1940 Act)) of the fund. However, except for the fundamental investment
limitations listed below, the investment policies and limitations
described in this SAI are not fundamental and may be changed without
shareholder approval.

INVESTMENT LIMITATIONS OF SPARTAN NEW JERSEY MUNICIPAL MONEY MARKET
FUND

THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:

(1) purchase the securities of any issuer, if, as a result, the fund
would not comply with any applicable diversification requirements for
a money market fund under the Investment Company Act of 1940 and the
rules thereunder, as such may be amended from time to time;

(2) issue senior securities, except in connection with the insurance
program established by the fund pursuant to an exemptive order issued
by the Securities and Exchange Commission or as otherwise permitted
under the Investment Company Act of 1940;

(3) sell securities short, unless it owns, or by virtue of ownership
of other securities, has the right to obtain at no added cost,
securities equivalent in kind and amount to the securities sold short;

(4) purchase securities on margin, except that the fund may obtain
such short-term credits as are necessary for the clearance of
transactions;

(5) 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;

(6) underwrite securities issued by others (except to the extent that
the fund may be deemed to be an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities);

(7) 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;

(8) 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);

(9) purchase or sell physical commodities unless acquired as a result
of ownership of securities; or

(10) 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 limit does not apply to purchases of debt securities or to
repurchase agreements).

(11) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company managed by Fidelity
Management & Research Company or an affiliate or successor with
substantially the same fundamental investment objective, policies, and
limitations as the fund.

THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.

(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, or securities of other money market
funds) if, as a result, more than 5% of the fund's total assets would
be invested in the securities of that issuer.

(ii) 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)).

(iii) 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.

(iv) 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.

(v) The fund does not currently intend to invest all of its assets in
the securities of a single open-end management investment company
managed by Fidelity Management & Research Company or an affiliate or
successor with substantially the same fundamental investment
objective, policies, and limitations as the fund.

For purposes of limitations (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.

For purposes of limitation (i), certain securities subject to
guarantees (including insurance, letters of credit and demand
features) are not considered securities of their issuer, but are
subject to separate diversification requirements, in accordance with
industry standard requirements for money market funds.

With respect to limitation (iii), if through a change in values, net
assets, or other circumstances, the fund were in a position where than
10% of its net assets were invested in illiquid securities, it would
consider appropriate steps to protect liquidity.

INVESTMENT LIMITATIONS OF FIDELITY NEW JERSEY MUNICIPAL MONEY MARKET
FUND

THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:

(3) sell securities short, unless it owns, or by virtue of ownership
of other securities has the right to obtain, securities equivalent in
kind and amount to the securities sold short;

(4) purchase securities on margin, except that the fund may obtain
such short-term credits as are necessary for the clearance of
transactions;

(7) 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 the
securities of companies whose principal business activities are in the
same industry;

(9) purchase or sell physical commodities unless acquired as a result
of ownership of securities (but this shall not prevent the fund from
purchasing or selling futures contracts); or

(11) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company with substantially the
same fundamental investment objectives, policies, and limitations as
the fund.

THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.

(iv) 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.

(v) The fund does not currently intend to invest all of its assets in
the securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund.

With respect to limitation (iii), 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 consider appropriate steps to protect liquidity.

INVESTMENT LIMITATIONS OF SPARTAN NEW JERSEY MUNICIPAL INCOME FUND

THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:

(1) issue senior securities, except in connection with the insurance
program established by the fund pursuant to an exemptive order issued
by the Securities and Exchange Commission or as otherwise permitted
under the Investment Company Act of 1940;

(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;

(3) underwrite securities issued by others (except to the extent that
the fund may be deemed an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities);

(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;

(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);

(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

(7) lend any security or make any loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties (but this
limit does not apply to purchases of debt securities or to repurchase
agreements).

(8) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company with substantially the
same fundamental investment objective, policies, and limitations as
the fund.

THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.

(i) In order to qualify as a "regulated investment company" under
Subchapter M of the Internal Revenue Code of 1986, as amended, the
fund currently intends to comply with certain diversification limits
imposed by Subchapter M.

(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.

(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.

(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)).

(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.

(vi) 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.

(vii) The fund does not currently intend to invest all of its assets
in the securities of a single open-end management investment company
with substantially the same fundamental investment objective,
policies, and limitations as the fund.

For purposes of limitation (i), Subchapter M generally requires the
fund to invest no more than 25% of its total assets in securities of
any one issuer and to invest as least 50% of total assets so that no
more than 5% of the fund's total assets are invested in the securities
of any one issuer. However, Subchapter M allows unlimited investments
in cash, cash items, government securities (as defined in Subchapter
M) and securities of other investment companies. These tax
requirements are generally applied at the end of each quarter of the
fund's taxable year.

For purposes of limitations (4) 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.

With respect to limitation (v), 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 consider appropriate steps to protect liquidity.

For the fund's limitations on futures and options transactions, see
the section entitled "Limitations on Futures and Options Transactions"
on page .

The following pages contain more detailed information about types of
instruments in which a fund may invest, strategies FMR may employ in
pursuit of a fund's investment objective, and a summary of related
risks. FMR may not buy all of these instruments or use all of these
techniques unless it believes that doing so will help a fund achieve
its goal.

AFFILIATED BANK TRANSACTIONS. A fund may engage in transactions with
financial institutions that are, or may be considered to be,
"affiliated persons" of the fund under the 1940 Act. These
transactions may involve repurchase agreements with custodian banks;
short-term obligations of, and repurchase agreements with, the 50
largest U.S. banks (measured by deposits); municipal securities; U.S.
Government securities with affiliated financial institutions that are
primary dealers in these securities; short-term currency transactions;
and short-term borrowings. In accordance with exemptive orders issued
by the Securities and Exchange Commission (SEC), the Board of Trustees
has established and periodically reviews procedures applicable to
transactions involving affiliated financial institutions.

ASSET-BACKED SECURITIES represent interests in pools of purchase
contracts, financing leases, or sales agreements entered into by
municipalities. Payment of interest and repayment of principal may be
largely dependent upon the cash flows generated by the assets backing
the securities and, in certain cases, supported by letters of credit,
surety bonds, or other credit enhancements. Asset-backed security
values may also be affected by other factors including changes in
interest rates, the availability of information concerning the pool
and its structure, the creditworthiness of the servicing agent for the
pool, the originator of the loans or receivables, or the entities
providing the credit enhancement. In addition, these securities may be
subject to prepayment risk.

BORROWING. Each fund may borrow from banks or from other funds advised
by FMR or its affiliates, 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 a fund makes
additional investments while borrowings are outstanding, this may be
considered a form of leverage.

CASH MANAGEMENT. A fund can hold uninvested cash or can invest it in
cash equivalents such as money market securities, repurchase
agreements or shares of money market funds. Generally, these
securities offer less potential for gains than other types of
securities.

CENTRAL CASH FUNDS are money market funds managed by FMR or its
affiliates that seek to earn a high level of current income (free from
federal income tax in the case of a municipal money market fund) while
maintaining a stable $1.00 share price. The funds comply with
industry-standard requirements for money market funds regarding the
quality, maturity and diversification of their investments.

DOLLAR-WEIGHTED AVERAGE MATURITY is derived by multiplying the value
of each investment by the time 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.

For 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.

FUTURES AND OPTIONS. The following paragraphs pertain to futures and
options: Combined Positions, Correlation of Price Changes, Futures
Contracts, Futures Margin Payments, Limitations on Futures and Options
Transactions, Liquidity of Options and Futures Contracts, OTC Options,
Purchasing Put and Call Options, and Writing Put and Call Options.

COMBINED POSITIONS involve purchasing and writing 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, purchasing a put option and writing a
call option on the same underlying instrument would 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, 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.

CORRELATION 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 the fund typically invests, which involves a risk that the
options or futures position will not track the performance of the
fund's other investments.

Options 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.

FUTURES CONTRACTS. In purchasing a futures contract, the buyer agrees
to purchase a specified underlying instrument at a specified future
date. In selling a futures contract, the seller agrees to sell a
specified underlying instrument at a specified future date. The price
at which the purchase and sale will take place is fixed when the buyer
and seller enter 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.

The 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.

FUTURES 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.

LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS. The bond 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 Rule
4.5 under the Commodity Exchange Act, which limits the extent to which
the fund can commit assets to initial margin deposits and option
premiums.

In addition, the bond 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.

The above limitations on the bond fund's investments in futures
contracts and options, and the fund's policies regarding futures
contracts and options discussed elsewhere in this SAI, may be changed
as regulatory agencies permit.

LIQUIDITY 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 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, a fund's
access to other assets held to cover its options or futures positions
could also be impaired.

OTC 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 (OTC) 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 purchaser or writer 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.

PURCHASING PUT AND CALL OPTIONS. By purchasing a put option, the
purchaser 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 purchaser 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 purchaser may terminate
its position in a put option by allowing it to expire or by exercising
the option. If the option is allowed to expire, the purchaser will
lose the entire premium. If the option is exercised, the purchaser
completes the sale of the underlying instrument at the strike price. A
purchaser 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.

The 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, plus related transaction
costs).

The 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.

WRITING PUT AND CALL OPTIONS. The writer of a put or call option takes
the opposite side of the transaction from the option's purchaser. In
return for receipt of the premium, the writer 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. The writer may seek
to terminate a position in a put option 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, however, the writer
must continue to be prepared to pay the strike price while the option
is outstanding, regardless of price changes. 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.

If 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.

Writing a call option obligates the writer 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.

ILLIQUID SECURITIES cannot be sold or disposed of in the ordinary
course of business at approximately the prices at which they are
valued. Difficulty in selling securities may result in a loss or may
be costly to a fund. 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
securities. In determining the liquidity of a fund's investments, FMR
may consider various factors, including (1) the frequency and volume
of trades and quotations, (2) the number of dealers and prospective
purchasers in the marketplace, (3) dealer undertakings to make a
market, and (4) the nature of the security and the market in which it
trades (including any demand, put or tender features, the mechanics
and other requirements for transfer, any letters of credit or other
credit enhancement features, any ratings, the number of holders, the
method of soliciting offers, the time required to dispose of the
security, and the ability to assign or offset the rights and
obligations of the security).

INDEXED SECURITIES are instruments 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.

The 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. Indexed
securities may be more volatile than the underlying instruments.
Indexed securities are also subject to the credit risks associated
with the issuer of the security, and their values may decline
substantially if the issuer's creditworthiness deteriorates.

INTERFUND BORROWING AND LENDING PROGRAM. Pursuant to an exemptive
order issued by the SEC, a fund may lend money to, and borrow money
from, other funds advised by FMR or its affiliates; however, municipal
funds currently intend to participate in this program only as
borrowers. A fund will borrow through the program only when the costs
are equal to or lower than the costs of bank loans. Interfund
borrowings normally extend overnight, but can have a maximum duration
of seven days. Loans may be called on one day's notice. A fund may
have to borrow from a bank at a higher interest rate if an interfund
loan is called or not renewed.

INVERSE FLOATERS have variable interest rates that typically move in
the opposite direction from movements in prevailing short-term
interest rate levels - rising when prevailing short-term interest
rates fall, and vice versa. The prices of inverse floaters can be
considerably more volatile than the prices of bonds with comparable
maturities.

INVESTMENT-GRADE DEBT SECURITIES. Investment-grade debt securities are
medium and high-quality securities. Some may possess speculative
characteristics and may be more sensitive to economic changes and to
changes in the financial conditions of issuers. A debt security is
considered to be investment-grade if it is rated investment-grade by
Moody's Investors Service, Standard & Poor's, Duff & Phelps Credit
Rating Co., or Fitch IBCA Inc., or is unrated but considered to be of
equivalent quality by FMR.

LOWER-QUALITY DEBT SECURITIES. Lower-quality debt securities have poor
protection with respect to the payment of interest and repayment of
principal or may be in default. These securities are often considered
to be speculative and involve greater risk of loss or price changes
due to changes in the issuer's capacity to pay. The market prices of
lower-quality debt securities may fluctuate more than those of
higher-quality debt securities and may decline significantly in
periods of general economic difficulty, which may follow periods of
rising interest rates.

The market for lower-quality debt securities may be thinner and less
active than that for higher-quality debt securities, which can
adversely affect the prices at which the former are sold. Adverse
publicity and changing investor perceptions may affect the liquidity
of lower-quality debt securities and the ability of outside pricing
services to value lower-quality debt securities.

A 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.

MONEY MARKET INSURANCE. Each money market fund participates in a
mutual insurance company solely with other funds advised by FMR or its
affiliates. This company provides insurance coverage for losses on
certain money market instruments held by a participating fund
(eligible instruments), including losses from nonpayment of principal
or interest or a bankruptcy or insolvency of the issuer or credit
support provider, if any. The insurance does not cover losses
resulting from changes in interest rates or other market developments.
Each money market fund is charged an annual premium for the insurance
coverage and may be subject to a special assessment of up to
approximately two and one-half times the fund's annual gross premium
if covered losses exceed certain levels. A participating fund may
recover no more than $100 million annually, including all other claims
of insured funds, and may only recover if the amount of the loss
exceeds 0.30% of its eligible instruments. Each money market fund may
incur losses regardless of the insurance.

MONEY MARKET SECURITIES are high-quality, short-term obligations.
Money market securities may be structured to be, or may employ a trust
or other form so that they are, eligible investments for money market
funds. For example, put features can be used to modify the maturity of
a security or interest rate adjustment features can be used to enhance
price stability. If a structure fails to function as intended, adverse
tax or investment consequences may result. Neither the Internal
Revenue Service (IRS) nor any other regulatory authority has ruled
definitively on certain legal issues presented by certain structured
securities. Future tax or other regulatory determinations could
adversely affect the value, liquidity, or tax treatment of the income
received from these securities or the nature and timing of
distributions made by the funds.

MUNICIPAL INSURANCE. A municipal bond may be covered by insurance that
guarantees the bond's scheduled payment of interest and repayment of
principal. This type of insurance may be obtained by either (i) the
issuer at the time the bond is issued (primary market insurance), or
(ii) another party after the bond has been issued (secondary market
insurance).

Both primary and secondary market insurance guarantee timely and
scheduled repayment of all principal and payment of all interest on a
municipal bond in the event of default by the issuer, and cover a
municipal bond to its maturity, enhancing its credit quality and
value.

Municipal bond insurance does not insure against market fluctuations
or fluctuations in a fund's share price. In addition, a municipal bond
insurance policy will not cover: (i) repayment of a municipal bond
before maturity (redemption), (ii) prepayment or payment of an
acceleration premium (except for a mandatory sinking fund redemption)
or any other provision of a bond indenture that advances the maturity
of the bond, or (iii) nonpayment of principal or interest caused by
negligence or bankruptcy of the paying agent. A mandatory sinking fund
redemption may be a provision of a municipal bond issue whereby part
of the municipal bond issue may be retired before maturity.

Because a significant portion of the municipal securities issued and
outstanding is insured by a small number of insurance companies, an
event involving one or more of these insurance companies could have a
significant adverse effect on the value of the securities insured by
that insurance company and on the municipal markets as a whole.

FMR may decide to retain an insured municipal bond that is in default,
or, in FMR's view, in significant risk of default. While a fund holds
a defaulted, insured municipal bond, the fund collects interest
payments from the insurer and retains the right to collect principal
from the insurer when the municipal bond matures, or in connection
with a mandatory sinking fund redemption.

PRINCIPAL MUNICIPAL BOND INSURERS. The various insurance companies
providing primary and secondary market insurance policies for
municipal bonds are described below. Ratings reflect each respective
rating agency's assessment of the creditworthiness of an insurer and
the insurer's ability to pay claims on its insurance policies at the
time of the assessment.

Ambac Assurance Corp., a wholly-owned subsidiary of Ambac Financial
Group Inc., is authorized to provide bond insurance in the 50 U.S.
states, the District of Columbia, and the Commonwealth of Puerto Rico.
Bonds insured by Ambac Assurance Corp. are rated "Aaa" by Moody's
Investor Service and "AAA" by Standard & Poor's.

Connie Lee Insurance Co. is a wholly-owned subsidiary of Connie Lee
Holdings Inc., which is a wholly-owned subsidiary of Ambac Assurance
Corp. All losses incurred by Connie Lee Insurance Co. that would cause
its statutory capital to drop below $75 million would be covered by
Ambac Assurance Corp. Connie Lee Insurance Co. is authorized to
provide bond insurance in 49 U.S. states, the District of Columbia,
and the Commonwealth of Puerto Rico. Bonds insured by Connie Lee
Insurance Co. are rated "AAA" by Standard & Poor's.

Financial Guaranty Insurance Co. (FGIC), a wholly-owned subsidiary of
GE Capital Services, is authorized to provide bond insurance in the 50
U.S. states and the District of Columbia. Bonds insured by FGIC are
rated "Aaa" by Moody's Investor Service and "AAA" by Standard &
Poor's.

Financial Security Assurance Inc. (FSA), a wholly-owned subsidiary of
Financial Security Assurance Holdings Ltd., is authorized to provide
bond insurance in 49 U.S. states, the District of Columbia, and three
U.S. territories. Bonds insured by FSA are rated "Aaa" by Moody's
Investor Service and "AAA" by Standard & Poor's.

Municipal Bond Investors Assurance Corp. (MBIA Insurance Corp.), a
wholly-owned subsidiary of MBIA Inc., a publicly-owned company, is
authorized to provide bond insurance in the 50 U.S. states, the
District of Columbia, and the Commonwealth of Puerto Rico. Bonds
insured by MBIA Insurance Corp. are rated "Aaa" by Moody's Investor
Service and "AAA" by Standard & Poor's.

MUNICIPAL LEASES and participation interests therein may take the form
of a lease, an installment purchase, or a conditional sale contract
and are issued by state and local governments and authorities to
acquire land or a wide variety of equipment and facilities. Generally,
a fund will not hold these 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 purchaser a specified, undivided interest in the obligation
in proportion to its purchased interest in the total amount of the
issue.

Municipal 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. If a municipality stops making payments or transfers its
obligations to a private entity, the obligation could lose value or
become taxable.

MUNICIPAL MARKET DISRUPTION RISK. The value of municipal securities
may be affected by uncertainties in the municipal market related to
legislation or litigation involving the taxation of municipal
securities or the rights of municipal securities holders in the event
of a bankruptcy. Proposals to restrict or eliminate the federal income
tax exemption for interest on municipal securities are introduced
before Congress from time to time. Proposals also may be introduced
before the New Jersey legislature that would affect the state tax
treatment of a municipal fund's distributions. If such proposals were
enacted, the availability of municipal securities and the value of a
municipal fund's holdings would be affected and the Trustees would
reevaluate the fund's investment objectives and policies. Municipal
bankruptcies are relatively rare, and certain provisions of the U.S.
Bankruptcy Code governing such bankruptcies are unclear and remain
untested. Further, the application of state law to municipal issuers
could produce varying results among the states or among municipal
securities issuers within a state. These legal uncertainties could
affect the municipal securities market generally, certain specific
segments of the market, or the relative credit quality of particular
securities. Any of these effects could have a significant impact on
the prices of some or all of the municipal securities held by a fund,
making it more difficult for a money market fund to maintain a stable
net asset value per share (NAV).

TRANSPORTATION. Transportation debt may be issued to finance the
construction of airports, toll roads, highways, or other transit
facilities. Airport bonds are dependent on the general stability of
the airline industry and on the stability of a specific carrier who
uses the airport as a hub. Air traffic generally follows broader
economic trends and is also affected by the price and availability of
fuel. Toll road bonds are also affected by the cost and availability
of fuel as well as toll levels, the presence of competing roads and
the general economic health of an area. Fuel costs and availability
also affect other transportation-related securities, as do the
presence of alternate forms of transportation, such as public
transportation.

PUT FEATURES entitle the holder to sell a security back to the issuer
or a third party at any time or at specified intervals. In exchange
for this benefit, a fund may accept a lower interest rate. Securities
with put features are subject to the risk that the put provider is
unable to honor the put feature (purchase the security). Put providers
often support their ability to buy securities on demand by obtaining
letters of credit or other guarantees from other entities. Demand
features, standby commitments, and tender options are types of put
features.

REFUNDING CONTRACTS. Securities may be purchased on a when-issued
basis in connection with the refinancing of an issuer's outstanding
indebtedness. Refunding contracts require the issuer to sell and a
purchaser 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. A purchaser generally will not be obligated to pay the
full purchase price if the issuer fails to perform under a refunding
contract. Instead, refunding contracts generally provide for payment
of liquidated damages to the issuer. A purchaser 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.

REPURCHASE AGREEMENTS involve an agreement to purchase a security and
to sell that security back to the original seller at an agreed-upon
price. 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. As protection against the risk
that the original seller will not fulfill its obligation, the
securities are held in a separate account at a bank, marked-to-market
daily, and maintained at a value at least equal to the sale price plus
the accrued incremental amount. The value of the security purchased
may be more or less than the price at which the counterparty has
agreed to purchase the security. In addition, delays or losses could
result if the other party to the agreement defaults or becomes
insolvent. The funds will engage in repurchase agreement transactions
with parties whose creditworthiness has been reviewed and found
satisfactory by FMR.

RESTRICTED SECURITIES are subject to legal restrictions on their sale.
Difficulty in selling securities may result in a loss or be costly to
a fund. Restricted 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 holder of a registered security
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 it may be permitted to sell a security under
an effective registration statement. If, during such a period, adverse
market conditions were to develop, the holder might obtain a less
favorable price than prevailed when it decided to seek registration of
the security.

REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a
fund sells a security to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase that
security at an agreed-upon price and time. The funds will enter into
reverse repurchase agreements with parties whose creditworthiness has
been reviewed and found satisfactory by FMR. Such transactions may
increase fluctuations in the market value of fund assets and a fund's
yield and may be viewed as a form of leverage.

SOURCES OF LIQUIDITY OR CREDIT SUPPORT. Issuers may employ various
forms of credit and liquidity enhancements, including letters of
credit, guarantees, puts, and demand features, and insurance provided
by domestic or foreign entities such as banks and other financial
institutions. FMR may rely on its evaluation of the credit of the
liquidity or credit enhancement provider in determining whether to
purchase a security supported by such enhancement. In evaluating the
credit of a foreign bank or other foreign entities, FMR will consider
whether adequate public information about the entity is available and
whether the entity may be subject to unfavorable political or economic
developments, currency controls, or other government restrictions that
might affect its ability to honor its commitment. Changes in the
credit quality of the entity providing the enhancement could affect
the value of the security or a fund's share price.

STANDBY 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. A fund may acquire standby commitments to enhance the
liquidity of portfolio securities.

Ordinarily 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.

Issuers 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 purchase 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.

Standby 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 generally marketable; and the possibility that the maturities
of the underlying securities may be different from those of the
commitments.

TEMPORARY DEFENSIVE POLICIES. Each fund reserves the right to invest
without limitation in short-term instruments, to hold a substantial
amount of uninvested cash, or to invest more than normally permitted
in taxable obligations for temporary, defensive purposes.

TENDER OPTION BONDS are created by coupling an intermediate- or
long-term, fixed-rate, municipal 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, a fund
effectively holds a demand obligation that bears interest at the
prevailing short-term tax-exempt rate. In selecting tender option
bonds, 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.

VARIABLE AND FLOATING RATE SECURITIES provide for periodic adjustments
in the interest rate paid on the security. Variable rate securities
provide for a specified periodic adjustment in the interest rate,
while floating rate securities have interest rates that change
whenever there is a change in a designated benchmark rate. Some
variable or floating rate securities are structured with put features
that permit holders to demand payment of the unpaid principal balance
plus accrued interest from the issuers or certain financial
intermediaries.

In many instances bonds and participation interests have tender
options or demand features that permit the holder to tender (or put)
the bonds to an institution at periodic intervals and to receive the
principal amount thereof. Variable rate instruments structured in this
fashion are considered to be essentially equivalent to other variable
rate securities. The IRS has not ruled whether the interest on these
instruments is tax-exempt. Fixed-rate bonds that are subject to third
party puts and participation interests in such bonds held by a bank in
trust or otherwise may have similar features.

WHEN-ISSUED AND FORWARD PURCHASE OR SALE TRANSACTIONS involve a
commitment to purchase or sell specific securities at a predetermined
price or yield in which payment and delivery take place after the
customary settlement period for that type of security. Typically, no
interest accrues to the purchaser until the security is delivered.

When purchasing securities pursuant to one of these transactions, the
purchaser assumes the rights and risks of ownership, including the
risks of price and yield fluctuations and the risk that the security
will not be issued as anticipated. Because payment for the securities
is not required until the delivery date, these risks are in addition
to the risks associated with a fund's investments. If a fund remains
substantially fully invested at a time when a purchase is outstanding,
the purchases may result in a form of leverage. When a fund has sold a
security pursuant to one of these transactions, 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, a fund could miss a favorable price or
yield opportunity or suffer a loss.

A fund may renegotiate a when-issued or forward transaction and may
sell the underlying securities before delivery, which may result in
capital gains or losses for the fund.

ZERO COUPON BONDS do not make interest payments; instead, they are
sold at a 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 more volatile than other types of
fixed-income securities when interest rates change. In calculating a
fund's dividend, a portion of the difference between a zero coupon
bond's purchase price and its face value is considered income.

SPECIAL CONSIDERATIONS REGARDING NEW JERSEY

The following highlights only some of the more significant financial
trends and issues affecting New Jersey (the "State"), and is based on
information drawn from official statements and prospectuses relating
to securities offerings of the State, its agencies and
instrumentalities, as available on the date of this SAI. FMR has not
independently verified any of the information contained in such
official statements and other publicly available documents, but is not
aware of any fact which would render such information inaccurate.

The State's personal income tax rates were reduced so that coupled
with the prior rate reductions, beginning with tax year 1996, personal
income tax rates are, depending upon a taxpayer's level of income and
filing status, 30%, 15% or 9% lower than 1993 rates.

The State's economic base is diversified, consisting of a variety of
manufacturing, construction and service industries, supplemented by
rural areas with selective commercial agriculture.

In its seventh year of expansion, the State has benefited and appears
to continue to benefit from national growth. While the latest national
indicators show that economic growth strongly accelerated during the
first quarter of 1998, the inflation rate remained low. After very
robust economic growth of 5.5% in the first quarter of 1998,
inflation-adjusted gross domestic product slowed to 1.4% in the second
quarter. This second quarter pace is slower, but is positive and more
sustainable.

Business investment expenditures and consumer spending have increased
substantially in the nation as well as in the State. Capital and
consumer spending may continue to rise due to the sustained character
of economic growth and the interest-sensitive homebuilding industry
may continue to provide stimulus both nationally and in New Jersey. It
is expected that the employment and income growth that has and is
taking place will lead to further growth in consumer outlays. Reasons
for continued optimism in New Jersey include increasing employment
levels and a higher-than-national level of per capita personal income.
Also, several expansions of existing hotel-casinos and plans for
several new casinos in Atlantic City will mean additional job
creation.

In addition, the State's growth potential is not yet as limited by
labor supply constraints affecting some other parts of the country.
The region's manufacturers and trade-related service sectors could
also get a lift from continued recovery in Western Europe and Mexico
and from relatively high economic growth in South America. At the same
time, the State appears to be less dependent on exports to East Asian
countries that currently have financial difficulties than many other
states, especially on the West Coast.

Looking further ahead, prospects for New Jersey are favorable. While
growth is likely to be slower than in the nation, the locational
advantages that have served New Jersey well for many years will still
be there. Structural changes that have been going on for years can be
expected to continue, with job creation concentrated most heavily in
the service industries.

New Jersey has a Constitutional provision that requires the State to
maintain a balanced budget. The State operates on a fiscal year
beginning July 1 and ending June 30. For example, "Fiscal Year 1999"
refers to the State's fiscal year beginning July 1, 1998 and ending
June 30, 1999. Changes in economic activity in the State and the
nation, consumption of durable goods, corporate financial performance
and other factors that are difficult to predict may result in actual
collections for Fiscal Year 1999 being more or less than forecasted.
The State is bound, however, by the constitutional requirement that no
appropriations law may be enacted if the amount of money appropriated
therein, together with all other prior appropriations made for the
same Fiscal Year, exceeds the total amount anticipated revenues
available for such Fiscal Year as certified by the Governor. The
General Fund is the fund into which all State revenues not otherwise
restricted by statute are deposited and from which appropriations are
made. The largest part of the total financial operations of the State
is accounted for in the General Fund, which includes revenues received
from taxes and unrestricted by statute, most federal revenues, and
certain miscellaneous revenue items. The appropriations act provides
the basic framework for the operation of the General Fund. The
undesignated General Fund balance at year end for Fiscal year 1995 was
$569 million, for Fiscal Year 1996 $442 million, for Fiscal Year 1997,
$280 million. For Fiscal Years 1998 and 1999, the balances at year end
in the undesignated General Fund are estimated to be $144 million and
$199 million, respectively.

Legislation approved by the Governor on June 5, 1997 revised funding
provisions applicable to the State retirement systems. The legislation
provides that the value of the assets of the retirement systems shall
be the full fair market value of the assets as of the valuation date
of the valuation reports applicable to Fiscal Year 1998. Additionally,
on the same date, legislation was enacted to authorize the New Jersey
Economic Development Authority (the "Authority") to issue bonds, notes
of other obligations for the purpose of financing in full or in part
the unfunded accrued pension liability for the State's seven
retirement plans. On June 30, 1997, the Authority issued bonds
pursuant to this legislation (the "Pension Bonds"). For Fiscal Year
1998, $327.9 million was provided as the State's contribution to the
State's retirement systems, which appropriation takes into account
funding from the proceeds of the Pension Bonds and the change in the
asset valuation method authorized by the recent legislation
(collectively, the "1997 Pension Transaction"). For Fiscal Year 1998,
excess assets offset, in full or in part, the State's normal
contribution to four of the State's seven retirement plans. The total
reduction for excess assets was $367.7 million.

For Fiscal Year 1999, $545.5 million is provided in the Fiscal Year
1999 Appropriations Act as the State's contribution to the State's
retirement systems.

The State finances capital projects primarily through the sale of its
general obligation bonds. These bonds are backed by the full faith and
credit of the State. Certain State tax revenues and certain other fees
are pledged to meet the principal and interest payments and if
required, redemption premium payments, if any, to pay the debt fully.
No general obligation debt can be issued by the State without prior
voter approval, except that no voter approval is required for any law
authorizing the creation of a debt for the purpose of refinancing all
or a portion of outstanding debt of the State, so long as such law
requires that the refinancing provide a debt service savings.

In addition to payment from bond proceeds, capital construction can
also be funded by appropriation of current revenues on a pay-as-you-go
basis. In Fiscal Year 1999, the amount appropriated to this purpose is
$615.6 million of which $463.7 million is for transportation projects.

The aggregate outstanding general obligation bond indebtedness of the
State as of June 30, 1998 was $3,573 billion. For Fiscal Year 1999,
$501.1 million has been appropriated for principal and interest
payments for general obligation bonds.

The State has extensive control over school districts, cities,
counties and local financing authorities. State laws impose specific
limitations of local appropriations, with exemptions subject to state
approval. The State shares the proceeds of a number of taxes, with
funds going for, among other things, local education programs,
homestead rebates, Medicaid and welfare programs.

The State of New Jersey has implemented a plan to address the Year
2000 data processing problem and ensure the continuation of government
operations into the Year 2000 and beyond. Planning for the Year 2000
commenced in 1997 with the requirement that the various State
departments submit comprehensive three year action plans identifying
all Year 2000 impacts, strategies and timeframes for addressing these
impacts and estimates of cost. The State imposed a moratorium during
Fiscal Year 1998 on all non-year 2000 related data processing
activities to ensure availability of resources for Year 2000
compliance. Agencies were directed to review current and ongoing
technology initiatives in light of the moratorium and suspend all
those that are not considered mission critical. This moratorium will
remain in effect until each agency can certify that it is Year 2000
compliant. As of June 30, 1998, the testing, validation and
implementation of 55 percent of all critical centrally maintained
systems is complete. Departmental systems are in varying stages of
remediation. The total estimated cost to the State to achieve Year
2000 compliance is $132 million of which approximately $55 million of
expenditures have been incurred as of June 30, 1998. Colleges,
authorities, municipal, county and local sub-divisions will address
Year 2000 issues separately.

At any given time, there are various numbers of claims and cases
pending against the State, State agencies and employees, seeking
recovery of monetary damages that are primarily paid out of the fund
created pursuant to the Tort Claims Act, N.J.S.A. 59:1-1 et. seq. In
addition, at any given time there are various numbers of contract and
other claims against the State and State agencies, including
environmental claims asserted against the state, among other parties,
arising from the alleged disposal of hazardous waste. The State is
unable to estimate its exposure for these claims. Moreover, the State
is involved in a number of other lawsuits in which the State has the
potential for either a significant loss of revenue or a significant
unanticipated expenditure. Such cases include challenges to its system
of educational funding, the methods by which the State Department of
Human Services shares with county governments, the maintenance
recoveries and costs for residents in State psychiatric hospitals, and
residential facilities for the developmentally disabled, a suit
challenging the constitutionality of hazardous and solid waste
licensure renewal fees collected by the Department of Environmental
Protection, a suit alleging tort and contractual claims against the
State associated with a resource recovery facility, a suit seeking
return of moneys paid by various counties for maintenance of Medicaid
or Medicare eligible residents of institutions and facilities for the
developmentally disabled, a suit challenging assessments upon property
and casualty liability insurers pursuant to the Fair Automobile
Insurance Reform Act, and suits seeking return of moneys paid by
various hospitals pursuant to the Health Care Cost Reform Act of 1992.

Currently, the State's general obligation bonds are rated AA+ by
Standard & Poor's, Aa1 by Moody's Investors Service, Inc. and AA+ by
Fitch IBCA, Inc.

SPECIAL CONSIDERATIONS REGARDING PUERTO RICO

The following highlights some of the more significant financial trends
and problems affecting the Commonwealth of Puerto Rico (the
"Commonwealth" or "Puerto Rico"), and is based on information drawn
from official statements and prospectuses relating to the securities
offerings of Puerto Rico, its agencies and instrumentalities, as
available on the date of this SAI. FMR has not independently verified
any of the information contained in such official statements,
prospectuses, and other publicly available documents, but is not aware
of any fact that would render such information materially inaccurate.

The economy of Puerto Rico is fully integrated with that of the United
States. In fiscal 1997, trade with the United States accounted for
approximately 88% of Puerto Rico's exports and approximately 62% of
its imports. In this regard, in fiscal 1997 Puerto Rico experienced a
$2.7 billion positive adjusted merchandise trade balance.

Since fiscal 1985, personal income, both aggregate and per capita, has
increased consistently each fiscal year. In fiscal 1997, aggregate
personal income was $32.1 billion ($30.0 billion in 1992 prices) and
personal per capita income was $8,509 ($7,957 in 1992 prices). Gross
product in fiscal 1993 was $25.1 billion ($24.5 billion in 1992
prices) and gross product in fiscal 1997 was $32.1 billion ($27.7
billion in 1992 prices). This represents an increase in gross product
of 27.7% from fiscal 1993 to 1997 (13.0% in 1992 prices).

Puerto Rico's economic expansion, which has lasted over ten years,
continued throughout the five-year period from fiscal 1993 through
fiscal 1997. Almost every sector of the economy participated, and
record levels of employment were achieved. Factors behind the
continued expansion included Government-sponsored economic development
programs, periodic declines in the exchange value of the U.S. dollar,
increases in the level of federal transfers, and the relatively low
cost of borrowing funds during the period.

Average employment increased from 999,000 in fiscal 1993 to 1,128,300
in fiscal 1997. Unemployment, although at relatively low historical
levels, remains above the U.S. average. Average unemployment decreased
from 16.8% in fiscal 1993 to 13.1% in fiscal 1997.

Manufacturing is the largest sector in the economy accounting for
$19.8 billion or 41.2% of gross domestic product in fiscal 1997. The
manufacturing sector employed 153,273 workers as of March 1997.
Manufacturing in Puerto Rico is now more diversified than during
earlier phases of industrial development. In the last two decades
industrial development has tended to be more capital intensive and
dependent on skilled labor. This gradual shift is best exemplified by
heavy investment in pharmaceuticals, scientific instruments,
computers, microprocessors, and electrical products over the last
decade. The service sector, which includes wholesale and retail trade
and finance, insurance, real estate, hotels and related services, and
other services, ranks second in its contribution to gross domestic
product and is the sector that employs the greatest number of people.
In fiscal 1997, the service sector generated $18.4 billion in gross
domestic product or 38.2% of the total. Employment in this sector grew
from 467,000 in fiscal 1993 to 551,000 in fiscal 1997, a cumulative
increase of 17.8%. This increase was greater than the 12.9% cumulative
growth in employment over the same period providing 48% of total
employment. The Government sector of the Commonwealth plays an
important role in the economy of the island. In fiscal year 1997, the
Government accounted for $5.2 billion of Puerto Rico's gross domestic
product and provided 10.9% of the total employment. The construction
industry has experienced real growth since fiscal 1987. In fiscal
1997, investment in construction rose to $4.7 billion, an increase of
14.7% as compared to $4.1 billion for fiscal 1996. Tourism also
contributes significantly to the island economy, accounting for $2.0
billion of gross domestic product in fiscal 1997.

The present administration has developed and is implementing a new
economic development program which is based on the premise that the
private sector should provide the primary impetus for economic
development and growth. This new program, which is referred to as the
New Economic Model, promotes changing the role of the Government from
one of being a provider of most basic services to that of a
facilitator for private sector initiatives and encourages private
sector investment by reducing Government-imposed regulatory
restraints.

The New Economic Model contemplates the development of initiatives
that will foster private investment in, and private management of,
sectors that are served more efficiently and effectively by the
private enterprise. One of these initiatives has been the adoption of
a new tax code intended to expand the tax base, reduce top personal
and corporate tax rates, and simplify the tax system. Another
initiative is the improvement and expansion of Puerto Rico's
infrastructure to facilitate private sector development and growth,
such as the construction of the water pipeline and cogeneration
facilities described below and the construction of a light rail system
for the San Juan metropolitan area.

The New Economic Model also seeks to identify and promote areas in
which Puerto Rico can compete more effectively in the global markets.
Tourism has been identified as one such area because of its potential
for job creation and contribution to the gross product. In 1993, a new
Tourism Incentives Act and a Tourism Development Fund were implemented
in order to provide special tax incentives and financing for the
development of new hotel projects and the tourism industry. As a
result of these initiatives, new hotels have been constructed or are
under construction which have increased the number of hotel rooms on
the island from 8,415 in fiscal 1992 to 10,877 at the end of fiscal
1997 and to a projected 11,972 by the end of fiscal 1998.

The New Economic Model also seeks to reduce the size of the
Government's direct contribution to gross domestic product. As part of
this goal, the Government has transferred certain Governmental
operations and sold a number of its assets to private parties. Among
these are: (i) the Government sold the assets of the Puerto Rico
Maritime Authority; (ii) the Government executed a five-year
management agreement for the operation and management of the Aqueducts
and Sewer Authority by a private company; (iii) the Aqueducts and
Sewer Authority executed a construction and operating agreement with a
private consortium for the design, construction, and operation of an
approximately 75 million gallon per day water pipeline to the San Juan
metropolitan area from the Dos Bocas reservoir in Utuado; (iv) the
Electric Power Authority executed power purchase contracts with
private power producers under which two cogeneration plants (with a
total capacity of 800 megawatts) will be constructed; (v) the
Corrections Administration entered into operating agreements with two
private companies for the operation of three new correctional
facilities; (vi) the Government entered into a definitive agreement to
sell certain assets of a pineapple juice processing business and sold
certain mango growing operations; (vii) the Government is in the
process of transferring to local sugar cane growers certain sugar
processing facilities; (viii) the Government sold two hotel properties
and is currently negotiating the sale of a complex consisting of two
hotels and a convention center; and (ix) the Government has announced
its intention to sell the Puerto Rico Telephone Company and is
currently involved in the sale process.

One of the goals of the Rossello administration is to change Puerto
Rico's public health care system from one in which the Government
provides free health services to low income individuals through public
health facilities owned and administered by the Government to one in
which all medical services are provided by the private sector and the
Government provides comprehensive health insurance coverage for
qualifying (generally low income) Puerto Rico residents. Under this
new system, the Government selects, through a bidding system, one
private health insurance company in each of several designated regions
of the island and pays such insurance company the insurance premium
for each eligible beneficiary within such region. This new health
insurance system is now covering 61 municipalities out of a total of
78 on the island. It is expected that 11 municipalities will be added
by the end of fiscal 1998 and 5 more by the end of fiscal 1999. The
total cost of this program will depend on the number of municipalities
included in the program, the number of participants receiving
coverage, and the date coverage commences. As of December 31, 1997,
over 1.1 million persons were participating in the program at an
estimated annual cost to Puerto Rico for fiscal 1998 of approximately
$672 million. In conjunction with this program, the operation of
certain public health facilities has been transferred to private
entities. The Government's current privatization plan for health
facilities provides for the transfer of ownership of all health
facilities to private entities. The Government sold six health
facilities to private companies and is currently in negotiations with
other private companies for the sale of thirteen health facilities to
such companies.

One of the factors assisting the development of the manufacturing
sector in Puerto Rico has been the federal and Commonwealth tax
incentives available, particularly those under the Puerto Rico
Industrial Incentives Program and Sections 30A and 936 of the Internal
Revenue Code 1986, as amended (the "Code").

Since 1948, Puerto Rico has promulgated various industrial incentives
laws designed to stimulate industrial investment. Under these laws,
companies engaged in manufacturing and certain other designated
activities were eligible to receive full or partial exemption from
income, property, and other taxes. The most recent of these laws is
Act No. 135 of December 2, 1997 (the "1998 Tax Incentives Law").

The benefits provided by the 1998 Tax Incentives Law are available to
new companies as well as companies currently conducting tax-exempt
operations in Puerto Rico that choose to renegotiate their existing
tax exemption grant. Activities eligible for tax exemption include
manufacturing, certain services performed for markets outside Puerto
Rico, the production of energy from local renewable sources for
consumption in Puerto Rico, and laboratories for scientific and
industrial research. For companies qualifying thereunder, the 1998 Tax
Incentives Law imposes income tax rates ranging from 2% to 7%. In
addition, it grants 90% exemption from property taxes, 100% exemption
from municipal license taxes during the first eighteen months of
operation and between 80% and 60% thereafter, and 100% exemption from
municipal excise taxes. The 1998 Tax Incentives Law also provides
various special deductions designated to stimulate employment and
productivity, research and development, and capital investment in
Puerto Rico.

Under the 1998 Tax Incentives Law, companies are able to repatriate or
distribute their profits free of tollgate taxes. In addition, passive
income derived from designated investments will continue to be fully
exempt from income and municipal license taxes. Individual
shareholders of an exempted business will be allowed a credit against
their Puerto Rico income taxes equal to 30% of their proportionate
share in the exempted business' income tax liability. Gain from the
sale or exchange of shares of an exempted business by its shareholders
during the exemption period will be subject to a 4% income tax rate.

For many years, U.S. companies operating in Puerto Rico enjoyed a
special tax credit that was available under Section 936 of the Code.
Originally, the credit provided an effective 100% federal tax
exemption for operating and qualifying investment income from Puerto
Rico sources. Amendments to Section 936 made in 1993 (the "1993
Amendments") instituted two alternative methods for calculating the
tax credit and limited the amount of the credit that a qualifying
company could claim. These limitations are based on a percentage of
qualifying income (the "percentage of income limitation") and on
qualifying expenditures on wages and other wage related benefits (the
"economic activity limitation", also known as the "wage credit
limitation"). As a result of amendments incorporated in the Small
Business Job Protection Act of 1996 enacted by the U.S. Congress and
signed into law by President Clinton on August 20, 1996 (the "1996
Amendments"), the tax credit, as described below, is now being phased
out over a ten-year period for existing claimants and is no longer
available for corporations that established operations in Puerto Rico
after October 13, 1995 (including existing Section 936 Corporations
(as defined below) to the extent substantially new operations are
established in Puerto Rico). The 1996 Amendments also moved the credit
based on the economic activity limitation to Section 30A of the Code
and phased it out over 10 years. In addition, the 1996 Amendments
eliminated the credit previously available for income derived from
certain qualified investments in Puerto Rico. The Section 30A credit
and the remaining Section 936 credit are discussed below.

SECTION 30A. The 1996 Amendments added a new Section 30A to the Code.
Section 30A permits a "qualifying domestic corporation" ("QDC") that
meets certain gross income tests (which are similar to the 80% and 75%
gross income tests of Section 936 of the Code discussed below) to
claim a credit (the "Section 30A credit") against the federal income
tax imposed on taxable income derived from sources outside the United
States from the active conduct of a trade or business in Puerto Rico
or from the sale of substantially all the assets used in such business
("possession income").

A QDC is a U.S. corporation which (i) was actively conducting a trade
or business in Puerto Rico on October 13, 1995, (ii) had a Section 936
election in effect for its taxable year that included October 13,
1995, (iii) does not have in effect an election to use the percentage
limitation of Section 936(a)(4)(B) of the Code, and (iv) does not add
a "substantial new line of business."

The Section 30A credit is limited to the sum of (i) 60% of qualified
possession wages as defined in the Code, which includes wages up to
85% of the maximum earnings subject to the OASDI portion of Social
Security taxes plus an allowance for fringe benefits of 15% of
qualified possession wages, (ii) a specified percentage of
depreciation deductions ranging between 15% and 65%, based on the
class life of tangible property, and (iii) a portion of Puerto Rico
income taxes paid by the QDC, up to a 9% effective tax rate (but only
if the QDC does not elect the profit-split method for allocating
income from intangible property).

A QDC electing Section 30A of the Code may compute the amount of its
active business income, eligible for the Section 30A Credit, by using
either the cost sharing formula, the profit-split formula, or the
cost-plus formula, under the same rules and guidelines prescribed for
such formulas as provided under Section 936 (see discussion below). To
be eligible for the first two formulas, the QDC must have a
significant presence in Puerto Rico.

In the case of taxable years beginning after December 31, 2001, the
amount of possession income that would qualify for the Section 30A
credit would be subject to a cap based on the QDC's possession income
for an average adjusted base period ending before October 14, 1995.

Section 30A applies only to taxable years beginning after December 31,
1995 and before January 1, 2006.

SECTION 936. Under Section 936 of the Code, as amended by the 1996
Amendments, and as an alternative to the Section 30A credit, U.S.
corporations that meet certain requirements and elect its application
("Section 936 Corporations") are entitled to credit against their U.S.
corporate income tax, the portion of such tax attributable to income
derived from the active conduct of a trade or business within Puerto
Rico ("active business income") and from the sale or exchange of
substantially all assets used in the active conduct of such trade or
business. To qualify under Section 936 in any given taxable year, a
corporation must derive for the three-year period immediately
preceding the end of such taxable year (i) 80% or more of its gross
income from sources within Puerto Rico and (ii) 75% or more of its
gross income from the active conduct of a trade or business in Puerto
Rico.

Under Section 936, a Section 936 Corporation may elect to compute its
active business income, eligible for the Section 936 credit, under one
of three formulas: (A) a cost-sharing formula, whereby it is allowed
to claim all profits attributable to manufacturing intangibles, and
other functions carried out in Puerto Rico, provided it contributes to
the research and development expenses of its affiliated group or pays
certain royalties; (B) a profit-split formula, whereby it is allowed
to claim 50% of the net income of its affiliated group from the sale
of products manufactured in Puerto Rico; or (C) a cost-plus formula,
whereby it is allowed to claim a reasonable profit on the
manufacturing costs incurred in Puerto Rico. To be eligible for the
first two formulas, the Section 936 Corporation must have a
significant business presence in Puerto Rico for purposes of the
Section 936 rules.

As a result of the 1993 Amendments and the 1996 Amendments, the
Section 936 credit is only available to companies that elect the
percentage of income limitation and is limited in amount to 40% of the
credit allowable prior to the 1993 Amendments, subject to a five-year
phase-in period from 1994 to 1998 during which period the percentage
of the allowable credit is reduced from 60% to 40%.

In the case of taxable years beginning on or after 1998, the
possession income subject to the Section 936 credit will be subject to
a cap based on the Section 936 Corporation's possession income for an
average adjusted base period ending on October 14, 1995. The Section
936 credit is eliminated for taxable years beginning in 2006.

PROPOSAL TO EXTEND THE PHASEOUT OF SECTION 30A. During 1997, the
Government of Puerto Rico proposed to Congress the enactment of a new
permanent federal incentive program similar to that provided under
Section 30A. Such a program would provide U.S. companies a tax credit
based on qualifying wages paid and other wage-related expenses, such
as fringe benefits, as well as depreciation expenses for certain
tangible assets and research and development expenses. Under the
Governor's proposal, the credit granted to qualifying companies would
continue in effect until Puerto Rico shows, among other things,
substantial economic improvements in terms of certain economic
parameters. The fiscal 1998 budget submitted by President Clinton to
Congress in February 1997 included a proposal to modify Section 30A to
(i) extend the availability of the Section 30A credit indefinitely;
(ii) make it available to companies establishing operations in Puerto
Rico after October 13, 1995; and (iii) eliminate the income cap.
Although this proposal, was not included in the final fiscal 1998
federal budget, President Clinton's fiscal 1999 budget submitted to
Congress again included these modifications to Section 30A. While the
Government of Puerto Rico plans to continue lobbying for this
proposal, it is not possible at this time to predict whether the
Section 30A credit will be so modified.

OUTLOOK. It is not possible at this time to determine the long-term
effect on the Puerto Rico economy of the enactment of the 1996
Amendments. The Government of Puerto Rico does not believe there will
be short-term or medium-term material adverse effects on Puerto Rico's
economy as a result of the enactment of the 1996 Amendments. The
Government of Puerto Rico further believes that during the phase-out
period sufficient time exists to implement additional incentive
programs to safeguard Puerto Rico's competitive position.

PORTFOLIO TRANSACTIONS

All orders for the purchase or sale of portfolio securities are placed
on behalf of each 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 investment
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 considers 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; the reasonableness
of any commissions; and, if applicable, arrangements for payment of
fund expenses.

If FMR grants investment management authority to a sub-adviser (see
the section entitled "Management Contracts"), that sub-adviser is
authorized to place orders for the purchase and sale of portfolio
securities, and will do so in accordance with the policies described
above.

Each fund may execute portfolio transactions with broker-dealers who
provide research and execution services to the fund or other
investment 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; and the availability of securities or the
purchasers or sellers of securities. In addition, such broker-dealers
may furnish analyses and reports concerning issuers, industries,
securities, economic factors and trends, portfolio strategy, and
performance of investment accounts; and effect securities transactions
and perform functions incidental thereto (such as clearance and
settlement).

For transactions in fixed-income securities, FMR's selection of
broker-dealers is generally based on the availability of a security
and its price and, to a lesser extent, on the overall quality of
execution and other services, including research, provided by the
broker-dealer.

The receipt of research from broker-dealers that execute transactions
on behalf of a fund may be useful to FMR in rendering investment
management services to that fund or its other clients, and conversely,
such 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 a fund. 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.

Fixed-income securities are generally purchased from an issuer or
underwriter acting as principal for the securities, on a net basis
with no brokerage commission paid. However, the dealer is compensated
by a difference between the security's original purchase price and the
selling price, the so-called "bid-asked spread." Securities may also
be purchased from underwriters at prices that include underwriting
fees.

Subject to applicable limitations of the federal securities laws, a
fund may pay a broker-dealer 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 a 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 that fund or 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.

To the extent permitted by applicable law, FMR is authorized to
allocate portfolio transactions in a manner that takes into account
assistance received in the distribution of shares of the funds or
other Fidelity funds and to use the research services of brokerage and
other firms that have provided such assistance. FMR may use research
services provided by and place agency transactions with National
Financial Services Corporation (NFSC), an indirect subsidiary of FMR
Corp., if the commissions are fair, reasonable, and comparable to
commissions charged by non-affiliated, qualified brokerage firms for
similar services.

FMR may allocate brokerage transactions to broker-dealers (including
affiliates of FMR) who have entered into arrangements with FMR under
which the broker-dealer allocates a portion of the commissions paid by
a fund toward the reduction of that fund's expenses. The transaction
quality must, however, be comparable to those of other qualified
broker-dealers.

Section 11(a) of the Securities Exchange Act of 1934 prohibits members
of national securities exchanges from executing exchange transactions
for investment accounts which they or their affiliates manage, unless
certain requirements are satisfied. Pursuant to such requirements, the
Board of Trustees has authorized NFSC to execute portfolio
transactions on national securities exchanges in accordance with
approved procedures and applicable SEC rules.

The Trustees of each fund 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 if they are
reasonable in relation to the benefits to the fund.

For the fiscal periods ended November 30, 1999 and 1998, the portfolio
turnover rates were __% and 12%, respectively, for Spartan New Jersey
Municipal Income. [Variations in turnover rate may be due to a
fluctuating volume of shareholder purchase and redemption orders,
market conditions, or changes in FMR's investment outlook.]

[MATERIALITY]

[[The following tables show the brokerage commissions paid by the
funds. Significant changes in brokerage commissions paid by a fund
from year to year may result from changing asset levels throughout the
year.] A fund may pay both commissions and spreads in connection with
the placement of portfolio transactions.] [For the fiscal years ended
November 30, 1999, 1998 and 1997, the funds paid no brokerage
commissions.]

[The following table shows the total amount of brokerage commissions
paid by each fund.]

Fiscal Year Ended Total Amount Paid

SPARTAN NJ MUNI MONEY MARKET November 30

1999 $_________

1998 0

1997 0

FIDELITY NJ MUNI MONEY MARKET

1999 _________

1998 0

1997 0

SPARTAN NJ MUNI INCOME

1999 _________

1998 0

1997 0

[Of the following tables, the first shows the total amount of
brokerage commissions paid by each fund to NFSC for the past three
fiscal years. [The second table shows the approximate percentage of
aggregate brokerage commissions paid by a fund to NFSC for
transactions involving the approximate percentage of the aggregate
dollar amount of transactions for which the fund paid brokerage
commissions for the fiscal year ended 1999.] NFSC is paid on a
commission basis].]

Fiscal Year Ended Total Amount Paid to NFSC

SPARTAN NJ MUNI MONEY MARKET November 30

1999 $_________

1998 0

1997 0

FIDELITY NJ MUNI MONEY MARKET

1999 _________

1998 0

1997 0

SPARTAN NJ MUNI INCOME

1999 _________

1998 0

1997 0

<TABLE>
<CAPTION>
<S> <C> <C> <C>
Fiscal Year Ended 1999 % of Aggregate Commissions % of Aggregate Dollar Amount
Paid to NFSC of Transactions Effected
through NFSC

SPARTAN NJ MUNI MONEY November 30 % %

FIDELITY NJ MUNI MONEY November 30 % %

SPARTAN NJ MUNI INCOME November 30 % %

</TABLE>

[ (dagger) The difference between the percentage of aggregate
brokerage commissions paid to, and the percentage of the aggregate
dollar amount of transactions effected through, NFSC is a result of
the low commission rates charged by NFSC.]

[NFSC has used a portion of the commissions paid by a fund to reduce
that fund's custodian or transfer agent fees expenses.]

[The following table shows the dollar amount of brokerage commissions
paid to firms that provided research services and the approximate
dollar amount of the transactions involved for the fiscal year ended
1999.]

<TABLE>
<CAPTION>
<S> <C> <C> <C>
Fiscal Year Ended 1999 $ Amount of Commissions Paid $ Amount of Brokerage
to Firms that Provided Transactions Involved*
Research Services*

SPARTAN NJ MUNI MONEY MARKET November 30 $ $

FIDELITY NJ MUNI MONEY MARKET November 30

SPARTAN NJ MUNI INCOME November 30

</TABLE>

[*The provision of research services was not necessarily a factor in
the placement of all this business with such firms.]

[For the fiscal year ended November 30, 1999 the funds paid no
brokerage commissions to firms that provided research services.]

The Trustees of each fund have approved procedures in conformity with
Rule 10f-3 under the 1940 Act whereby a fund may purchase securities
that are offered in underwritings in which an affiliate of FMR
participates. These procedures prohibit the funds from directly or
indirectly benefiting an FMR affiliate in connection with such
underwritings. In addition, for underwritings where an FMR affiliate
participates as a principal underwriter, certain restrictions may
apply that could, among other things, limit the amount of securities
that the funds could purchase in the underwriting.

From 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. Each 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
each fund to seek such recapture.

Although the Trustees and officers of each fund are substantially the
same as those of other funds managed by FMR or its affiliates,
investment decisions for each fund are made independently from those
of other funds managed by FMR or investment 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 investment accounts.
Simultaneous transactions are inevitable when several funds and
investment accounts are managed by the same investment adviser,
particularly when the same security is suitable for the investment
objective of more than one fund or investment account.

When 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 procedures believed to be appropriate and equitable
for each fund. In some cases this system could have a detrimental
effect on the price or value of the security as far as each fund 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 each fund
outweighs any disadvantages that may be said to exist from exposure to
simultaneous transactions.

VALUATION

Each fund's net asset value per share (NAV) is the value of a single
share. The NAV of each fund is computed by adding the value of the
fund's investments, cash, and other assets, subtracting its
liabilities, and dividing the result by the number of shares
outstanding.

TAX-FREE BOND FUND. Portfolio securities are valued by various
methods. If quotations are not available, fixed-income securities are
usually valued on the basis of information furnished by a pricing
service that uses a valuation matrix which incorporates both
dealer-supplied valuations and electronic data processing techniques.
Use of pricing services has been approved by the Board of Trustees. A
number of pricing services are available, and the fund may use various
pricing services or discontinue the use of any pricing service.

Futures contracts and options are valued on the basis of market
quotations, if available. Securities of other open-end investment
companies are valued at their respective NAVs.

The procedures set forth above need not be used to determine the value
of the securities owned by the fund if, in the opinion of a committee
appointed by the Board of Trustees, some other method would more
accurately reflect the fair value of such securities. For example,
securities and other assets for which there is no readily available
market value may be valued in good faith by a committee appointed by
the Board of Trustees. In making a good faith determination of the
value of a security, the committee may review price movements in
futures contracts and American Depositary Receipts (ADRs), market and
trading trends, the bid/ask quotes of brokers and off-exchange
institutional trading.

MONEY MARKET FUNDS. Portfolio securities and other assets are valued
on the basis of amortized cost. This technique involves initially
valuing an instrument at its cost as adjusted for amortization of
premium or accretion of discount rather than its current market value.
The amortized cost value of an instrument may be higher or lower than
the price a fund would receive if it sold the instrument.

Securities of other open-end investment companies are valued at their
respective NAVs.

At such intervals as they deem appropriate, the Trustees consider the
extent to which NAV calculated by using market valuations would
deviate from the $1.00 per share calculated using amortized cost
valuation. If the Trustees believe that a deviation from a fund's
amortized cost per share may result in material dilution or other
unfair results to shareholders, the Trustees have agreed to take such
corrective action, if any, as they deem appropriate to eliminate or
reduce, to the extent reasonably practicable, the dilution or unfair
results. Such corrective action could include selling portfolio
instruments prior to maturity to realize capital gains or losses or to
shorten average portfolio maturity; withholding dividends; redeeming
shares in kind; establishing NAV by using available market quotations;
and such other measures as the Trustees may deem appropriate.

PERFORMANCE

A fund 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. The share price of a bond
fund, the yield of a fund and return fluctuate in response to market
conditions and other factors, and the value of a bond fund's shares
when redeemed may be more or less than their original cost.

YIELD CALCULATIONS (MONEY MARKET FUNDS).To compute the yield for a
money market fund for a period, the net change in value of a
hypothetical account containing one share reflects the value of
additional shares purchased with dividends from the one original share
and dividends declared on both the original share and any additional
shares. The net change is then divided by the value of the account at
the beginning of the period to obtain a base period return. This base
period return is annualized to obtain a current annualized yield. A
money market fund also may calculate an effective yield by compounding
the base period return over a one-year period. In addition to the
current yield, a money market fund may quote yields in advertising
based on any historical seven-day period. Yields for a money market
fund are calculated on the same basis as other money market funds, as
required by applicable regulation.

Yield information may be useful in reviewing a fund's performance and
in providing a basis for comparison with other investment
alternatives. However, a 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.

Investors should recognize that in periods of declining interest rates
a fund's yield will tend to be somewhat higher than prevailing market
rates, and in periods of rising interest rates a fund's yield will
tend to be somewhat lower. Also, when interest rates are falling, the
inflow of net new money to a 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 a fund's
current yield. In periods of rising interest rates, the opposite can
be expected to occur.

YIELD CALCULATIONS (BOND FUND). Yields for the fund are computed by
dividing the fund's interest and income for a given 30-day or
one-month period, net of expenses, by the average number of shares
entitled to receive distributions during the period, dividing this
figure by the fund's NAV at the end of the period, and annualizing the
result (assuming compounding of income) in order to arrive at an
annual percentage rate. Yields do not reflect the fund's short-term
trading 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.

Income calculated for the purposes of calculating 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 the fund's financial statements.

Yield 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.

Investors should recognize that in periods of declining interest rates
the fund's yield will tend to be somewhat higher than prevailing
market rates, and in periods of rising interest rates the fund's yield
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.

The tax-equivalent yield of a fund is the rate an investor would have
to earn from a fully taxable investment before taxes to equal a fund's
tax-free yield. Tax-equivalent yields are calculated by dividing a
fund's yield by the result of one minus a specified combined federal
and state income tax rate. If only a portion of a fund's yield is
tax-exempt, only that portion is adjusted in the calculation.

The following tables show the effect of a shareholder's tax status on
effective yield under federal and state income tax laws for 2000. The
second table 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 _% to _%. Of course, no assurance can be given that a fund will
achieve any specific tax-exempt yield. While a fund invests
principally in obligations whose interest is exempt from federal and
state income tax, other income received by the fund may be taxable.
The tables do not take into account local taxes, if any, payable on
fund distributions.

Use the first table to find your approximate effective tax bracket
taking into account federal and state taxes for 2000.

2000 TAX RATES

Taxable Income*

Single Return Joint Return Federal Marginal Rate New Jersey State Marginal Rate Combined Federal and State
Effective Rate**

$ $ $ $ % % %

% % %

</TABLE>

* Net amount subject to federal income tax after deductions and
exemptions. Assumes ordinary income only.

** Excludes the impact of the phaseout of personal exemptions,
limitations on itemized deductions, and other credits, exclusions, and
adjustments which may increase a taxpayer's marginal tax rate. An
increase in a shareholder's marginal tax rate would increase that
shareholder's tax-equivalent yield.

Having determined your effective tax bracket, use the following table
to determine to determine the tax-equivalent yield for a given
tax-free yield.

If your combined federal and state effective tax rate in 2000 is:
% % % % %

To match these

tax-free yields: Your taxable investment would
have to earn the following
yield:

A fund may invest a portion of its assets in obligations that are
subject to state or federal income taxes. When a fund invests in these
obligations, its tax-equivalent yield will be lower. In the table
above, the tax-equivalent yields are calculated assuming investments
are 100% federally and, state tax-free.

RETURN CALCULATIONS. Returns quoted in advertising reflect all aspects
of a fund's return, including the effect of reinvesting dividends and
capital gain distributions, and any change in a fund's NAV over a
stated period. A cumulative return reflects actual performance over a
stated period of time. Average annual 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 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. While average annual returns are a
convenient means of comparing investment alternatives, investors
should realize that a fund's 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 a fund.

In addition to average annual returns, the fund may quote unaveraged
or cumulative returns reflecting the simple change in value of an
investment over a stated period. Average annual and cumulative 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. 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 return.
Returns may be quoted on a before-tax or after-tax basis. Returns may
or may not include the effect of the account closeout fee or the small
account fee. Excluding a fund's small account fee or account closeout
fee from a return calculation produces a higher return figure.
Returns, yields and other performance information may be quoted
numerically or in a table, graph, or similar illustration.

NET ASSET VALUE. Charts and graphs using a fund's NAVs, adjusted NAVs,
and benchmark indexes may be used to exhibit performance. An adjusted
NAV includes any distributions paid by a fund and reflects all
elements of its return. Unless otherwise indicated, a fund's adjusted
NAVs are not adjusted for sales charges, if any.

HISTORICAL BOND FUND RESULTS. The following table shows the fund's
yield, tax-equivalent yield, and returns for the fiscal period ended
November 30, 1999.

HISTORICAL MONEY MARKET FUND RESULTS. The following table shows each
fund's 7-day yield, tax-equivalent yield, and returns for the fiscal
period ended November 30, 1999.

For Spartan New Jersey Municipal Income returns do not include the
effect of the fund's 0.50% short-term trading fee, applicable to
shares held less than 180 days.

The tax-equivalent yields for Spartan New Jersey Municipal Money
Market, Fidelity New Jersey Municipal Money Market and Spartan New
Jersey Municipal Income are based on a combined effective federal and
state income tax rate of __%, __% and __%, respectively. As of
November 30, 1999 [none/an estimated__%] of each fund's income was
subject to state taxes. Note that each fund may invest in securities
whose income is subject to the federal alternative minimum tax.

Average Annual Returns

Seven-Day Yield Tax- Equivalent Yield One Year Five Years Life of Fund*

Spartan NJ Muni Money Market % % % % %

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
Cumulative Returns

One Year Five Years Life of Fund*

Spartan NJ Muni Money Market % % %

</TABLE>

* From May 1, 1990 (commencement of operations).

Note: If FMR had not reimbursed certain fund expenses during these
periods, the fund's returns would have been lower.

Average Annual Returns Cumulative Returns

Seven-Day Yield Tax- Equivalent Yield One Year Five Years Ten Years One Year

NJ Muni Money
Market % % % % % %

</TABLE>

Five Years Ten Years

NJ Muni Money Market % %

</TABLE>

Note: If FMR had not reimbursed certain fund expenses during these
periods, the fund's returns would have been lower.

Average Annual Returns

Thirty-Day Yield Tax- Equivalent Yield One Year Five Years Ten Years

Spartan NJ Muni Income % % % % %

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
Cumulative Returns

One Year Five Years Ten Years

Spartan NJ Muni Income % % %

</TABLE>

Note: If FMR had not reimbursed certain fund expenses during these
periods, the fund's returns would have been lower.

[The returns in the preceding table do not include the effect of the
$5 account closeout fee for Spartan New Jersey Municipal Money
Market.] [The returns in the preceding table include the effect of the
$5 account closeout fee based on an average size account for Spartan
New Jersey Municipal Money Market.]

The following tables show the income and capital elements of each
fund's cumulative return. The tables compare each fund's return to the
record of the Standard & Poor's 500 Index (S&P 500), the Dow Jones
Industrial Average (DJIA), and the cost of living, as measured by the
Consumer Price Index (CPI), over the same period. The S&P 500 and DJIA
comparisons are provided to show how each fund's return compared to
the record of a market capitalization-weighted index of common stocks
and a narrower set of stocks of major industrial companies,
respectively, over the same period. Because each fund invests in
fixed-income securities, common stocks represent a different type of
investment from the funds. Common stocks generally offer greater
growth potential than the funds, but generally experience greater
price volatility, which means greater potential for loss. In addition,
common stocks generally provide lower income than fixed-income
investments such as the funds. The S&P 500 and DJIA returns are based
on the prices of unmanaged groups of stocks and, unlike each fund's
returns, do not include the effect of brokerage commissions or other
costs of investing.

The following tables show the growth in value of a hypothetical
$10,000 investment in each fund during the 10-year period ended
November 30, 1999 or life of fund, as applicable, assuming all
distributions were reinvested. Returns are based on past results and
are not an indication of future performance. Tax consequences of
different investments have not been factored into the figures below.

During the period from May 1, 1990 (commencement of operations) to
November 30, 1999, a hypothetical $10,000 investment in Spartan New
Jersey Municipal Money Market would have grown to $_________.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
SPARTAN NEW JERSEY MUNICIPAL
MONEY MARKET FUND

Year Ended Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions

1999 $ 10,000 $ $ 0 $

1998 $ 10,000 $ $ 0 $

1997 $ 10,000 $ $ 0 $

1996 $ 10,000 $ $ 0 $

1995 $ 10,000 $ $ 0 $

1994 $ 10,000 $ $ 0 $

1993 $ 10,000 $ $ 0 $

1992 $ 10,000 $ $ 0 $

1991 $ 10,000 $ $ 0 $

1990* $ 10,000 $ $ 0 $

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
SPARTAN NEW JERSEY MUNICIPAL INDEXES
MONEY MARKET FUND

Year Ended S&P 500 DJIA Cost of Living**

1999 $ $ $

1998 $ $ $

1997 $ $ $

1996 $ $ $

1995 $ $ $

1994 $ $ $

1993 $ $ $

1992 $ $ $

1991 $ $ $

1990* $ $ $

</TABLE>

* From May 1, 1990 (commencement of fund operations).

** From month-end closest to initial investment date.

Explanatory Notes: With an initial investment of $10,000 in Spartan
New Jersey Municipal Money Market on May 1, 1990, 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 $______. 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 $______ for dividends
[and $______ for capital gain distributions]. The fund did not
distribute any capital gains during the period. The figures in the
table do not include the effect of the fund's account closeout fee.

During the 10-year period ended November 30, 1999, a hypothetical
$10,000 investment in Fidelity New Jersey Municipal Money
Market would have grown to $________.

FIDELITY NEW JERSEY MUNICIPAL
MONEY MARKET FUND

Year Ended Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions

1999 $ 10,000 $ $ 0 $

1998 $ 10,000 $ $ 0 $

1997 $ 10,000 $ $ 0 $

1996 $ 10,000 $ $ 0 $

1995 $ 10,000 $ $ 0 $

1994 $ 10,000 $ $ 0 $

1993 $ 10,000 $ $ 0 $

1992 $ 10,000 $ $ 0 $

1991 $ 10,000 $ $ 0 $

1990 $ 10,000 $ $ 0 $

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
FIDELITY NEW JERSEY MUNICIPAL INDEXES
MONEY MARKET FUND

Year Ended S&P 500 DJIA Cost of Living**

1999 $ $ $

1998 $ $ $

1997 $ $ $

1996 $ $ $

1995 $ $ $

1994 $ $ $

1993 $ $ $

1992 $ $ $

1991 $ $ $

1990 $ $ $

</TABLE>

Explanatory Notes: With an initial investment of $10,000 in
Fidelity New Jersey Municipal Money Market on December 1, 1989,
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 $_______. 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 $_______ for
dividends [and $______ for capital gain distributions] . The
fund did not distribute any capital gains during the period.

During the 10-year period ended November 30, 1999, a hypothetical
$10,000 investment in Spartan New Jersey Municipal Income would have
grown to $_______.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
SPARTAN NEW JERSEY MUNICIPAL
INCOME FUND

Year Ended Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions

1999 $ 10,000 $ $ 0 $

1998 $ 10,000 $ $ 0 $

1997 $ 10,000 $ $ 0 $

1996 $ 10,000 $ $ 0 $

1995 $ 10,000 $ $ 0 $

1994 $ 10,000 $ $ 0 $

1993 $ 10,000 $ $ 0 $

1992 $ 10,000 $ $ 0 $

1991 $ 10,000 $ $ 0 $

1990 $ 10,000 $ $ 0 $

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
SPARTAN NEW JERSEY MUNICIPAL INDEXES
INCOME FUND

Year Ended S&P 500 DJIA Cost of Living

1999 $ $ $

1998 $ $ $

1997 $ $ $

1996 $ $ $

1995 $ $ $

1994 $ $ $

1993 $ $ $

1992 $ $ $

1991 $ $ $

1990 $ $ $

</TABLE>

Explanatory Notes: With an initial investment of $10,000 in Spartan
New Jersey Municipal Income on December 1, 1989, 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 $______. 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 $______ for dividends
and $___ for capital gain distributions. The figures in the table do
not include the effect of the fund's 0.50% short-term trading fee
applicable to shares held less than 180 days.

PERFORMANCE COMPARISONS. A 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 Inc. (Lipper), an
independent service located in Summit, New Jersey that monitors the
performance of mutual funds. Generally, Lipper rankings are based on
return, assume reinvestment of distributions, do not take sales
charges or trading fees into consideration, and are prepared without
regard to tax consequences. Lipper may also rank based on yield. In
addition to the mutual fund rankings, a fund's performance may be
compared to stock, bond, and money market mutual fund performance
indexes prepared by Lipper or other organizations. When comparing
these indexes, it is important to remember the risk and return
characteristics of each type of investment. For example, while stock
mutual funds may offer higher potential returns, they also carry the
highest degree of share price volatility. Likewise, money market funds
may offer greater stability of principal, but generally do not offer
the higher potential returns available from stock mutual funds.

From 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, a 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. The bond fund may advertise risk
ratings, including symbols or numbers, prepared by independent rating
agencies.

A fund's performance may also be compared to that of the benchmark
index representing the universe of securities in which the fund may
invest. The return of the index reflects reinvestment of all dividends
and capital gains paid by securities included in the index. Unlike a
fund's returns, however, the index's returns do not reflect brokerage
commissions, transaction fees, or other costs of investing directly in
the securities included in the index.

The municipal bond fund may compare its performance to the Lehman
Brothers Municipal Bond Index, a market value-weighted index for
investment-grade municipal bonds with maturities of one year or more.
In addition, Spartan New Jersey Municipal Income may compare its
performance to that of the Lehman Brothers New Jersey Municipal Bond
Index with Port Authority of NY/NJ, a market value-weighted index of
New Jersey investment-grade municipal bonds, including Port Authority
of New York and New Jersey bonds, with maturities of one year or more.
Issues included in the index have been issued after December 31, 1990
and have an outstanding par value of at least $50 million. Subsequent
to December 31, 1995, zero coupon bonds and issues subject to the
alternative minimum tax are included in the index.

A fund may be compared in advertising to Certificates of Deposit (CDs)
or other investments issued by banks or other depository institutions.
Mutual funds differ from bank investments in several respects. For
example, a fund may offer greater liquidity or higher potential
returns than CDs, a fund does not guarantee your principal or your
return, and fund shares are not FDIC insured.

Fidelity may provide information designed to help individuals
understand their investment goals and explore various financial
strategies. Such information may include information about current
economic, market, and political conditions; materials that describe
general principles of investing, such as asset allocation,
diversification, risk tolerance, and goal setting; questionnaires
designed to help create a personal financial profile; worksheets used
to project savings needs based on assumed rates of inflation and
hypothetical rates of return; and action plans offering investment
alternatives. Materials may also include discussions of Fidelity's
asset allocation funds and other Fidelity funds, products, and
services.

Ibbotson 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 indexes.

Fidelity 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 returns in the
same method as the funds. The funds may also compare performance to
that of other compilations or indexes that may be developed and made
available in the future.

A money market fund may compare its performance or the performance of
securities in which it may invest to averages published by IBC
Financial Data, Inc. of Ashland, Massachusetts. These averages assume
reinvestment of distributions. IBC's MONEY FUND REPORT
AVERAGES(trademark)/All Tax-Free, which is reported in IBC's MONEY
FUND REPORT(trademark), covers over ___ tax-free money market funds.

The bond fund may compare and contrast in advertising the relative
advantages of investing in a mutual fund versus an individual
municipal bond. Unlike municipal bond 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 sales
charges of many municipal bond mutual funds are lower than the
purchase cost of individual municipal bonds, which are generally
subject to direct brokerage costs.

In advertising materials, Fidelity may reference or discuss its
products and services, which may include other Fidelity funds;
retirement investing; brokerage products and services; model
portfolios or allocations; saving for college or other goals; and
charitable giving. In addition, Fidelity may quote or reprint
financial or business publications and periodicals as they relate to
current economic and political conditions, fund management, portfolio
composition, investment philosophy, investment techniques, the
desirability of owning a particular mutual fund, and Fidelity services
and products. Fidelity may also reprint, and use as advertising and
sales literature, articles from Fidelity Focus(Registered trademark),
a quarterly magazine provided free of charge to Fidelity fund
shareholders.

A fund may present its fund number, Quotron(trademark) number, and
CUSIP number, and discuss or quote its current portfolio manager.

VOLATILITY. A bond fund may quote various measures of volatility and
benchmark correlation in advertising. In addition, the fund may
compare these measures to those of other funds. Measures of volatility
seek to compare the fund's historical share price fluctuations or
returns to those of a benchmark. Measures of benchmark correlation
indicate how valid a comparative benchmark may be. All measures of
volatility and correlation are calculated using averages of historical
data. In advertising, a bond fund may also discuss or illustrate
examples of interest rate sensitivity.

MOMENTUM INDICATORS indicate price movements over specific periods of
time for a bond fund. Each point on the momentum indicator represents
the fund's percentage change in price movements over that period.

A bond 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.

As of November 30, 1999, FMR advised over $__ billion in municipal
fund assets, $__ billion in taxable fixed-income fund assets, $__
billion in money market fund assets, $___ billion in equity fund
assets, $__ billion in international fund assets, and $___ billion in
Spartan fund assets. The funds may reference the growth and variety of
money market mutual funds and the adviser's innovation and
participation in the industry. The equity funds under management
figure represents the largest amount of equity fund assets under
management by a mutual fund investment adviser in the United States,
making FMR America's leading equity (stock) fund manager. FMR, its
subsidiaries, and affiliates maintain a worldwide information and
communications network for the purpose of researching and managing
investments abroad.

In addition to performance rankings, a bond or money market fund may
compare its total expense ratio to the average total expense ratio of
similar funds tracked by Lipper. A fund's total expense ratio is a
significant factor in comparing bond and money market investments
because of its effect on yield.

ADDITIONAL PURCHASE, EXCHANGE AND REDEMPTION INFORMATION

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 each 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.

DISTRIBUTIONS AND TAXES

DIVIDENDS. To the extent that each fund's income is designated as
federally tax-exempt interest, the dividends declared by the fund are
also federally tax-exempt. Short-term capital gains are taxable as
dividends, but do not qualify for the dividends-received deduction.

Each fund purchases municipal securities whose interest FMR believes
is free from federal income tax. Generally, issuers or other parties
have entered into covenants requiring continuing compliance with
federal tax requirements to preserve the tax-free status of interest
payments over the life of the security. If at any time the covenants
are not complied with, or if the IRS otherwise determines that the
issuer did not comply with relevant tax requirements, interest
payments from a security could become federally taxable retroactive to
the date the security was issued. For certain types of structured
securities, the tax status of the pass-through of tax-free income may
also be based on the federal and state tax treatment of the structure.

Interest on certain "private activity" securities 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 each fund's policies of investing so that at least 80% of
its income is free from federal income tax. 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.

NEW JERSEY TAX CONSEQUENCES. In order to pass through tax-exempt
interest and dividends for New Jersey Gross Income Tax purposes, among
other requirements, at the close of each quarter of the tax year, the
fund must have not less than 80% of the aggregate principal amount of
the fund's investments (excluding financial options, futures, forward
contracts and similar financial instruments relating to
interest-bearing obligations) invested in obligations issued by New
Jersey or New Jersey local government entities or certain other
federal and New Jersey tax-exempt obligations of qualifying issuers
(the "80% Test"). In the event the fund does not meet the 80% Test,
distributions by the fund may be taxable to shareholders for New
Jersey Gross Income Tax purposes. However, regardless of whether the
fund meets the 80% Test, all distributions attributable to interest
earned on Federal obligations will be exempt from New Jersey Gross
Income Tax. Interest on indebtedness incurred or continued to purchase
or carry fund shares is not deductible either for New Jersey Gross
Income Tax purposes or Federal income tax purposes to the extent
attributable to exempt-interest dividends. Exempt-interest dividends
and gains paid to a corporate shareholder will be subject to the New
Jersey Corporation Business (Franchise) Tax and the New Jersey
Corporation Income Tax (if applicable).

On February 21, 1997, the Tax Court of New Jersey ruled against the
Division of Taxation and held that distributions paid by mutual funds
are excepted from taxation by New Jersey to the extent that the
distributions are attributable to interest earned on U.S. government
obligations regardless of whether the 80% Test is met. As a result of
the court decision, the State of New Jersey could be forced to pay
substantial amounts in tax refunds to state residents who are mutual
fund investors. At this time the effect of this litigation cannot be
evaluated.

CAPITAL GAIN DISTRIBUTIONS. Each fund's long-term capital gain
distributions are federally taxable to shareholders generally as
capital gains. Each money market fund may distribute any net realized
capital gains once a year or more often, as necessary.

[As of November 30, 1999, each fund had a capital loss carryforward
aggregating approximately $____. This loss carryforward, of which
$___, $___, and $___will expire on November 30, 199_, ____, and ____ ,
respectively, is available to offset future capital gains.]

TAX STATUS OF THE FUNDS. Each fund intends to qualify each year as a
"regulated investment company" under Subchapter M of the Internal
Revenue Code 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, each fund intends to
distribute substantially all of its net investment income and net
realized capital gains within each calendar year as well as on a
fiscal year basis, and intends to comply with other tax rules
applicable to regulated investment companies.

OTHER TAX INFORMATION. The information above is only a summary of some
of the tax consequences generally affecting each fund and its
shareholders, and no attempt has been made to discuss individual tax
consequences. It is up to you or your tax preparer to determine
whether the sale of shares of a fund resulted in a capital gain or
loss or other tax consequence to you. In addition to federal income
taxes, shareholders may be subject to state and local taxes on fund
distributions, and shares may be subject to state and local personal
property taxes. Investors should consult their tax advisers to
determine whether a fund is suitable to their particular tax
situation.

TRUSTEES AND OFFICERS

The Trustees, Members of the Advisory Board, and executive officers of
the trusts are listed below. The Board of Trustees governs each fund
and is responsible for protecting the interests of shareholders. The
Trustees are experienced executives who meet periodically throughout
the year to oversee each fund's activities, review contractual
arrangements with companies that provide services to each fund, and
review each fund's performance. 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 Members of the
Advisory Board also serve in similar capacities for other funds
advised by FMR or its affiliates. The business address of each
Trustee, Member of the Advisory Board, and officer who is an
"interested person" (as defined in the 1940 Act) is 82 Devonshire
Street, Boston, Massachusetts 02109, which is also the address of FMR.
The business address of all the other Trustees is Fidelity
Investments, P.O. Box 9235, Boston, Massachusetts 02205-9235. Those
Trustees who are "interested persons" by virtue of their affiliation
with either the trust or FMR are indicated by an asterisk (*).

*EDWARD C. JOHNSON 3d (69), 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 Fidelity Investments Money Management, Inc. (1998),
Fidelity Management & Research (U.K.) Inc., and Fidelity Management &
Research (Far East) Inc.; and a Director of FDC. Abigail Johnson,
Member of the Advisory Board of Fidelity Court Street Trust and
Fidelity Court Street Trust II, is Mr. Johnson's daughter.

ABIGAIL P. JOHNSON (37), Member of the Advisory Board of Fidelity
Court Street Trust and Fidelity Court Street Trust II (1999), is Vice
President of certain Equity Funds (1997), and is a Director of FMR
Corp. (1994). Before assuming her current responsibilities, Ms.
Johnson managed a number of Fidelity funds. Edward C. Johnson 3d,
Trustee and President of the Funds, is Ms. Johnson's father.

J. GARY BURKHEAD (58), Member of the Advisory Board (1997), is Vice
Chairman and a Member of the Board of Directors of FMR Corp. (1997)
and President of Fidelity Personal Investments and Brokerage Group
(1997). Previously, Mr. Burkhead served as President of Fidelity
Management & Research Company.

RALPH F. COX (67), Trustee, is President of RABAR Enterprises
(management consulting-engineering industry, 1994). Prior to February
1994, he was President of Greenhill Petroleum Corporation (petroleum
exploration and production). Until March 1990, Mr. Cox was President
and Chief Operating Officer of Union Pacific Resources Company
(exploration and production). He is a Director of USA Waste Services,
Inc. (non-hazardous waste, 1993), CH2M Hill Companies (engineering),
Rio Grande, Inc. (oil and gas production), and Daniel Industries
(petroleum measurement equipment manufacturer). In addition, he is a
member of advisory boards of Texas A&M University and the University
of Texas at Austin.

PHYLLIS BURKE DAVIS (67), Trustee. 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),
and previously served as a Director of Hallmark Cards, Inc.
(1985-1991) and Nabisco Brands, Inc. In addition, she is a member of
the President's Advisory Council of The University of Vermont School
of Business Administration.

ROBERT M. GATES (56), Trustee (1997), is a consultant, author, and
lecturer (1993). Mr. Gates was Director of the Central Intelligence
Agency (CIA) from 1991-1993. From 1989 to 1991, Mr. Gates served as
Assistant to the President of the United States and Deputy National
Security Advisor. Mr. Gates is a Director of LucasVarity PLC
(automotive components and diesel engines), Charles Stark Draper
Laboratory (non-profit), NACCO Industries, Inc. (mining and
manufacturing), and TRW Inc. (original equipment and replacement
products). Mr. Gates also is a Trustee of the Forum for International
Policy and of the Endowment Association of the College of William and
Mary. In addition, he is a member of the National Executive Board of
the Boy Scouts of America.

E. BRADLEY JONES (72), Trustee. Prior to his retirement in 1984, Mr.
Jones was Chairman and Chief Executive Officer of LTV Steel Company.
He is a Director of TRW Inc. (original equipment and replacement
products), Consolidated Rail Corporation, Birmingham Steel
Corporation, and RPM, Inc. (manufacturer of chemical products), and he
previously served as a Director of NACCO Industries, Inc. (mining and
manufacturing, 1985-1995), Hyster-Yale Materials Handling, Inc.
(1985-1995), and Cleveland-Cliffs Inc (mining), and as a Trustee of
First Union Real Estate Investments. In addition, he serves as a
Trustee of the Cleveland Clinic Foundation, where he has also been a
member of the Executive Committee as well as Chairman of the Board and
President, a Trustee and member of the Executive Committee of
University School (Cleveland), and a Trustee of Cleveland Clinic
Florida.

DONALD J. KIRK (67), Trustee, is Executive-in-Residence (1995) at
Columbia University Graduate School of Business and a financial
consultant. From 1987 to January 1995, Mr. Kirk was a Professor at
Columbia University Graduate School of Business. Prior to 1987, he was
Chairman of the Financial Accounting Standards Board. Mr. Kirk
previously served as a Director of General Re Corporation
(reinsurance, 1987-1998) and Valuation Research Corp. (appraisals and
valuations, 1993-1995). He serves as Chairman of the Board of
Directors of National Arts Stabilization Inc., Chairman of the Board
of Trustees of the Greenwich Hospital Association, Director of the
Yale-New Haven Health Services Corp. (1998), a Member of the Public
Oversight Board of the American Institute of Certified Public
Accountants' SEC Practice Section (1995), and as a Public Governor of
the National Association of Securities Dealers, Inc. (1996).

NED C. LAUTENBACH (55), Member of the Advisory Board (1999), has
been a partner of Clayton, Dubilier & Rice, Inc. (private equity
investment firm) since September 1998. Mr. Lautenbach was Senior Vice
President of IBM Corporation from 1992 until his retirement in July
1998. From 1993 to 1995 he was Chairman of IBM World Trade
Corporation. He also was a member of IBM's Corporate Executive
Committee from 1994 to July 1998. He is a Director of PPG Industries
Inc. (glass, coating and chemical manufacturer), Dynatech Corporation
(global communications equipment), Eaton Corporation (global
manufacturer of highly engineered products) and ChoicePoint Inc. (data
identification, retrieval, storage, and analysis).

*PETER S. LYNCH (56), Trustee, is Vice Chairman and Director of FMR.
Prior to May 31, 1990, he was a Director of FMR 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). 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.

WILLIAM O. McCOY (66), Trustee (1997), is the Vice President of
Finance for the University of North Carolina (16-school system, 1995).
Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman
of the Board of BellSouth Corporation (telecommunications, 1984) and
President of BellSouth Enterprises (1986). He is currently a Director
of Liberty Corporation (holding company, 1984), Weeks Corporation of
Atlanta (real estate, 1994), Carolina Power and Light Company
(electric utility, 1996), and the Kenan Transport Co. (1996).
Previously, he was a Director of First American Corporation (bank
holding company, 1979-1996). In addition, Mr. McCoy serves as a member
of the Board of Visitors for the University of North Carolina at
Chapel Hill (1994) and for the Kenan-Flager Business School
(University of North Carolina at Chapel Hill, 1988).

GERALD C. McDONOUGH (71), Trustee and Chairman of the non-interested
Trustees, is Chairman of G.M. Management Group (strategic advisory
services). Mr. McDonough is a Director of York International Corp.
(air conditioning and refrigeration), Commercial Intertech Corp.
(hydraulic systems, building systems, and metal products, 1992), CUNO,
Inc. (liquid and gas filtration products, 1996), and Associated
Estates Realty Corporation (a real estate investment trust, 1993). Mr.
McDonough served as a Director of ACME-Cleveland Corp. (metal working,
telecommunications, and electronic products) from 1987-1996 and
Brush-Wellman Inc. (metal refining) from 1983-1997.

MARVIN L. MANN (66), Trustee (1993), is Chairman of the Board, 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), Imation Corp. (imaging and
information storage, 1997).
*ROBERT C. POZEN (53), Trustee (1997) and Senior Vice President, is
also President and a Director of FMR (1997); and President and a
Director of Fidelity Investments Money Management, Inc. (1998),
Fidelity Management & Research (U.K.) Inc. (1997), and Fidelity
Management & Research (Far East) Inc. (1997). Previously, Mr. Pozen
served as General Counsel, Managing Director, and Senior Vice
President of FMR Corp.

THOMAS R. WILLIAMS (71), 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 ConAgra, Inc. (agricultural products), Georgia Power Company
(electric utility), National Life Insurance Company of Vermont,
American Software, Inc., and AppleSouth, Inc. (restaurants, 1992).

DWIGHT D. CHURCHILL (45), is Vice President of Bond Funds, Group
Leader of the Bond Group, Senior Vice President of FMR (1997), and
Vice President of FIMM (1998). Mr. Churchill joined Fidelity in 1993
as Vice President and Group Leader of Taxable Fixed-Income
Investments.

BOYCE I. GREER (43), is Vice President of Money Market Funds (1997),
Group Leader of the Money Market Group (1997), Senior Vice President
of FMR (1997), and Vice President of FIMM (1998). Mr. Greer served as
the Leader of the Fixed-Income Group for Fidelity Management Trust
Company (1993-1995) and was Vice President and Group Leader of
Municipal Fixed-Income Investments (1996-1997).

FRED L. HENNING, JR. (60), is Vice President of Fidelity's
Fixed-Income Group (1995), Senior Vice President of FMR (1995), and
Senior Vice President of FIMM (1998). Before assuming his current
responsibilities, Mr. Henning was head of Fidelity's Money Market
Division.

SCOTT A. ORR (37), is Vice President of Fidelity New Jersey Municipal
Money Market Fund (1997), Spartan New Jersey Municipal Money Market
Fund (1997), and other funds advised by FMR. Prior to his current
responsibilities, Mr. Orr managed a variety of Fidelity funds.

NORMAN U. LIND (43), is Vice President of Spartan New Jersey
Municipal Income Fund (1997), and other funds advised by FMR. Prior to
his current responsibilities, Mr. Lind managed a variety of Fidelity
funds.

ERIC D. ROITER (51), Secretary (1998), is Vice President (1998) and
General Counsel of FMR (1998) and Vice President and Clerk of FDC
(1998). Prior to joining Fidelity, Mr. Roiter was with the law firm of
Debevoise & Plimpton, as an associate (1981-1984) and as a partner
(1985-1997), and served as an Assistant General Counsel of the U.S.
Securities and Exchange Commission (1979-1981). Mr. Roiter was an
Adjunct Member, Faculty of Law, at Columbia University Law School
(1996-1997).

RICHARD A. SILVER (52), Treasurer (1997), is Treasurer of the Fidelity
funds and is an employee of FMR (1997). Before joining FMR, Mr. Silver
served as Executive Vice President, Fund Accounting & Administration
at First Data Investor Services Group, Inc. (1996-1997). Prior to
1996, Mr. Silver was Senior Vice President and Chief Financial Officer
at The Colonial Group, Inc. Mr. Silver also served as Chairman of the
Accounting/Treasurer's Committee of the Investment Company Institute
(1987-1993).

MATTHEW N. KARSTETTER (38), Deputy Treasurer (1998), is Deputy
Treasurer of the Fidelity funds and is an employee of FMR (1998).
Before joining FMR, Mr. Karstetter served as Vice President of
Investment Accounting and Treasurer of IDS Mutual Funds at American
Express Financial Advisors (1996-1998). Prior to 1996, Mr. Karstetter
was Vice President, Mutual Fund Services at State Street Bank & Trust
(1991-1996).

STANLEY N. GRIFFITH (53), Assistant Vice President (1998), is
Assistant Vice President of Fidelity's Fixed-Income Funds (1998) and
an employee of FMR Corp.

JOHN H. COSTELLO (53), Assistant Treasurer, is an employee of FMR.

THOMAS J. SIMPSON (41), Assistant Treasurer (1996), is Assistant
Treasurer of Fidelity's Fixed-Income Funds (1998) and an employee of
FMR (1996). Prior to joining FMR, Mr. Simpson was Vice President and
Fund Controller of Liberty Investment Services (1987-1995).

The following table sets forth information describing the compensation
of each Trustee and Member of the Advisory Board of each fund for his
or her services for the fiscal year ended November 30, 1999, or
calendar year ended December 31, 1999, as applicable.

COMPENSATION TABLE

Trustees and Members of the Aggregate Compensation from Aggregate Compensation from Aggregate Compensation from
Advisory Board Spartan NJ Muni Money Fidelity NJ Muni Money Spartan NJ Muni Income[B,]E
Market[B,]C Market[B,]D

Edward C. Johnson 3d ** $ 0 $ 0 $ 0

Abigail P. Johnson ** $ 0 $ 0 $ 0

J. Gary Burkhead ** $ 0 $ 0 $ 0

Ralph F. Cox $ $ $

Phyllis Burke Davis $ $ $

Robert M. Gates $ $ $

E. Bradley Jones $ $ $

Donald J. Kirk $ $ $

Ned C. Lautenbach*** $ 0 $ 0 $ 0

Peter S. Lynch ** $ 0 $ 0 $ 0

William O. McCoy $ $ $

Gerald C. McDonough $ $ $

Marvin L. Mann $ $ $

Robert C. Pozen** $ 0 $ 0 $ 0

Thomas R. Williams $ $ $

</TABLE>

<TABLE>
<CAPTION>
<S> <C>
Trustees and Members of the Total Compensation from the
Advisory Board Fund Complex* A

Edward C. Johnson 3d ** $ 0

Abigail P. Johnson ** $ 0

J. Gary Burkhead ** $ 0

Ralph F. Cox $ 223,500

Phyllis Burke Davis $ 220,500

Robert M. Gates $223,500

E. Bradley Jones $ 222,000

Donald J. Kirk $ 226,500

Ned C. Lautenbach*** $ 0

Peter S. Lynch ** $ 0

William O. McCoy $ 223,500

Gerald C. McDonough $ 273,500

Marvin L. Mann $ 220,500

Robert C. Pozen** $ 0

Thomas R. Williams $223,500

</TABLE>

* Information is for the calendar year ended December 31, 1999 for ___
funds in the complex.

** Interested Trustees of the funds, Ms. Johnson and Mr. Burkhead are
compensated by FMR.

*** Effective October 14, Mr. Lautenbach serves as a Member of the
Advisory Board.

A Compensation figures include cash, amounts required to be deferred,
and may include amounts deferred at the election of Trustees. For the
calendar year ended December 31, 1998, the Trustees accrued required
deferred compensation from the funds as follows: Ralph F. Cox,
$75,000; Phyllis Burke Davis, $75,000; Robert M. Gates, $75,000; E.
Bradley Jones, $75,000; Donald J. Kirk, $75,000; William O. McCoy,
$75,000; Gerald C. McDonough, $87,500; Marvin L. Mann, $75,000; and
Thomas R. Williams, $75,000. Certain of the non-interested Trustees
elected voluntarily to defer a portion of their compensation as
follows: Ralph F. Cox, $55,039; Marvin L. Mann, $55,039; Thomas R.
Williams, $63,433; and William O. McCoy, $55,039.

[B Compensation figures include cash, and may include amounts required
to be deferred and amounts deferred at the election of Trustees.]

[C The following amounts are required to be deferred by each
non-interested Trustee: Ralph F. Cox, $__; Phyllis Burke Davis, $__;
Robert M. Gates, $__; E. Bradley Jones, $__; Donald J. Kirk, $__;
William O. McCoy, $__; Gerald C. McDonough, $__; Marvin L. Mann, $__;
and Thomas R. Williams, $__.]

[D The following amounts are required to be deferred by each
non-interested Trustee: Ralph F. Cox, $__; Phyllis Burke Davis, $__;
Robert M. Gates, $__; E. Bradley Jones, $__; Donald J. Kirk, $__;
William O. McCoy, $__; Gerald C. McDonough, $__; Marvin L. Mann, $__;
and Thomas R. Williams, $__.]

[E The following amounts are required to be deferred by each
non-interested Trustee: Ralph F. Cox, $__; Phyllis Burke Davis, $__;
Robert M. Gates, $__; E. Bradley Jones, $__; Donald J. Kirk, $__;
William O. McCoy, $__; Gerald C. McDonough, $__; Marvin L. Mann, $__;
and Thomas R. Williams, $__.]

[F Certain of the non-interested Trustees' aggregate compensation from
[the/a] fund includes accrued voluntary deferred compensation as
follows: [trustee name, dollar amount of deferred compensation, fund
name]; [trustee name, dollar amount of deferred compensation, fund
name]; and [trustee name, dollar amount of deferred compensation, fund
name].]

Under a deferred compensation plan adopted in September 1995 and
amended in November 1996 (the Plan), non-interested Trustees must
defer receipt of a portion of, and may elect to defer receipt of an
additional portion of, their annual fees. Amounts deferred under the
Plan are subject to vesting and are treated as though equivalent
dollar amounts had been invested in shares of a cross-section of
Fidelity funds including funds in each major investment discipline and
representing a majority of Fidelity's assets under management (the
Reference Funds). The amounts ultimately received by the Trustees
under the Plan will be directly linked to the investment performance
of the Reference Funds. Deferral of fees in accordance with the Plan
will have a negligible effect on a fund's assets, liabilities, and net
income per share, and will not obligate a fund to retain the services
of any Trustee or to pay any particular level of compensation to the
Trustee. A fund may invest in the Reference Funds under the Plan
without shareholder approval.

[As of November 30, 1999, approximately __% of each fund's total
outstanding shares was held by FMR and an FMR affiliate. FMR Corp. is
the ultimate parent company of FMR and an FMR affiliate. FMR Corp. is
the ultimate parent company of FMR and this FMR affiliate. By virtue
of their ownership interest in FMR Corp., as described in the "Control
of Investment Advisers" section on page ___, Mr. Edward C. Johnson 3d,
President and Trustee of the fund, and Ms. Abigail P. Johnson, Member
of the Advisory Board of the fund, may be deemed to be a beneficial
owner of these shares. As of the above date, with the exception of Mr.
Johnson 3d's and Ms. Johnson's deemed ownership of each fund's shares,
the Trustees, Members of the Advisory Board, and officers of the funds
owned, in the aggregate, less than __% of each fund's total
outstanding shares.]

[As of November 30, 1999, the Trustees, Members of the Advisory Board,
and officers of each fund owned, in the aggregate, less than __% of
each fund's total outstanding shares.]

[As of November 30, 1999, the following owned of record or
beneficially 5% or more (up to and including 25%) of each fund's
outstanding shares:]

[As of November 30, 1999, approximately ____% of Spartan NJ Muni Money
Market's's total outstanding shares were held by [NAME OF
SHAREHOLDER]; approximately ___% of Fidelity NJ Muni Money Market's
total outstanding shares were held by [NAME OF SHAREHOLDER]; and
approximately ___% of Spartan NJ Muni Income's total outstanding
shares were held by [NAME OF SHAREHOLDER].]

[A shareholder owning of record or beneficially more than 25% of a
fund's outstanding shares may be considered a controlling person. That
shareholder's vote could have a more significant effect on matters
presented at a shareholders' meeting than votes of other
shareholders.]

CONTROL OF INVESTMENT ADVISERS

FMR Corp., organized in 1972, is the ultimate parent company of FMR
and FIMM. The voting common stock of FMR Corp. is divided into two
classes. Class B is held predominantly by members of the Edward C.
Johnson 3d family and is entitled to 49% of the vote on any matter
acted upon by the voting common stock. Class A is held predominantly
by non-Johnson family member employees of FMR Corp. and its affiliates
and is entitled to 51% of the vote on any such matter. The Johnson
family group and all other Class B shareholders have entered into a
shareholders' voting agreement under which all Class B shares will be
voted in accordance with the majority vote of Class B shares. Under
the 1940 Act, control of a company is presumed where one individual or
group of individuals owns more than 25% of the voting stock of that
company. Therefore, through their ownership of voting common stock and
the execution of the shareholders' voting agreement, members of the
Johnson family may be deemed, under the 1940 Act, to form a
controlling group with respect to FMR Corp.

At present, the principal operating activities of FMR Corp. are those
conducted by its division, Fidelity Investments Retail Marketing
Company, which provides marketing services to various companies within
the Fidelity organization.

Fidelity investment personnel may invest in securities for their own
investment accounts pursuant to a code of ethics that sets forth all
employees' fiduciary responsibilities regarding the funds, establishes
procedures for personal investing and restricts certain transactions.
For example, all personal trades in most securities require
pre-clearance, and participation in initial public offerings is
prohibited. In addition, restrictions on the timing of personal
investing in relation to trades by Fidelity funds and on short-term
trading have been adopted.

MANAGEMENT CONTRACTS

Each fund has entered into a management contract with FMR, pursuant to
which FMR furnishes investment advisory and other services.

MANAGEMENT SERVICES. Under the terms of its management contract with
each 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 each fund with all necessary office
facilities and personnel for servicing the fund's investments,
compensates all officers of each fund and all Trustees who are
"interested persons" of the trusts or of FMR, and all personnel of
each fund or FMR performing services relating to research, statistical
and investment activities.

In 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 each fund. These services include
providing facilities for maintaining each fund's organization;
supervising relations with custodians, transfer and pricing agents,
accountants, underwriters and other persons dealing with each fund;
preparing all general shareholder communications and conducting
shareholder relations; maintaining each fund's records and the
registration of each fund's shares under federal securities laws and
making necessary filings under state securities laws; developing
management and shareholder services for each fund; and furnishing
reports, evaluations and analyses on a variety of subjects to the
Trustees.

MANAGEMENT-RELATED EXPENSES (FIDELITY NEW JERSEY MUNICIPAL MONEY
MARKET AND SPARTAN NEW JERSEY MUNICIPAL INCOME). In addition to the
management fee payable to FMR and the fees payable to the transfer,
dividend disbursing, and shareholder servicing agent and pricing and
bookkeeping agent each fund pays all of its expenses that are not
assumed by those parties. Each fund pays for the typesetting,
printing, and mailing of its proxy materials to shareholders, legal
expenses, and the fees of the custodian, auditor, and non-interested
Trustees. Each fund's management contract further provides that the
fund will pay for typesetting, printing, and mailing prospectuses,
statements of additional information, notices, and reports to
shareholders; however, under the terms of each fund's transfer agent
agreement, the transfer agent bears the costs of providing these
services to existing shareholders. Other expenses paid by each fund
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
securities laws and making necessary filings under state securities
laws. Each fund is also liable for such non-recurring 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 its officers and
Trustees with respect to litigation.

MANAGEMENT-RELATED EXPENSES (SPARTAN NEW JERSEY MUNICIPAL MONEY
MARKET). Under the terms of its management contract with the fund, FMR
is responsible for payment of all operating expenses of the fund with
certain exceptions. Specific expenses payable by FMR include expenses
for typesetting, printing, and mailing proxy materials to
shareholders, legal expenses, fees of the custodian, auditor, and
interested Trustees, the fund's proportionate share of insurance
premiums and Investment Company Institute dues, and the costs of
registering shares under federal securities laws and making necessary
filings under state securities laws. The fund's management contract
further provides that FMR will pay for typesetting, printing, and
mailing prospectuses, statements of additional information, notices,
and reports to shareholders; however, under the terms of the fund's
transfer agent agreement, the transfer agent bears the costs of
providing these services to existing shareholders. FMR also pays all
fees associated with transfer agent, dividend disbursing, and
shareholder services and pricing and bookkeeping services.

FMR pays all other expenses of Spartan New Jersey Municipal Money
Market with the following exceptions: fees and expenses of the
non-interested Trustees, interest, 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 its officers and Trustees with respect to
litigation.

MANAGEMENT FEES. For the services of FMR under the management
contract, Spartan New Jersey Municipal Money Market pays FMR a monthly
management fee at the annual rate of 0.50% of the fund's average net
assets throughout the month.

The management fee paid to FMR by Spartan New Jersey Municipal Money
Market is reduced by an amount equal to the fees and expenses paid by
the fund to the non-interested Trustees.

For the services of FMR under the management contract, Fidelity New
Jersey Municipal Money Market and Spartan New Jersey Municipal Income
each pays FMR a monthly management fee which has two components: a
group fee rate and an individual fund fee rate.

The group fee rate is based on the monthly average net assets of all
of the registered investment companies with which FMR has management
contracts.

GROUP FEE RATE SCHEDULE EFFECTIVE ANNUAL FEE RATES

Average Group Assets Annualized Rate Group Net Assets Effective Annual Fee Rate

0 - $3 billion .3700% $ 1 billion .3700%

3 - 6 .3400 50 .2188

6 - 9 .3100 100 .1869

9 - 12 .2800 150 .1736

12 - 15 .2500 200 .1652

15 - 18 .2200 250 .1587

18 - 21 .2000 300 .1536

21 - 24 .1900 350 .1494

24 - 30 .1800 400 .1459

30 - 36 .1750 450 .1427

36 - 42 .1700 500 .1399

42 - 48 .1650 550 .1372

48 - 66 .1600 600 .1349

66 - 84 .1550 650 .1328

84 - 120 .1500 700 .1309

120 - 156 .1450 750 .1291

156 - 192 .1400 800 .1275

192 - 228 .1350 850 .1260

228 - 264 .1300 900 .1246

264 - 300 .1275 950 .1233

300 - 336 .1250 1,000 .1220

336 - 372 .1225 1,050 .1209

372 - 408 .1200 1,100 .1197

408 - 444 .1175 1,150 .1187

444 - 480 .1150 1,200 .1177

480 - 516 .1125 1,250 .1167

516 - 587 .1100 1,300 .1158

587 - 646 .1080 1,350 .1149

646 - 711 .1060 1,400 .1141

711 - 782 .1040

782 - 860 .1020

860 - 946 .1000

946 - 1,041 .0980

1,041 - 1,145 .0960

1,145 - 1,260 .0940

over - 1,260 .0920

</TABLE>

The group fee rate is calculated on a cumulative basis pursuant to the
graduated fee rate schedule shown above on the left. The schedule
above on the right shows the effective annual group fee rate at
various asset levels, which is the result of cumulatively applying the
annualized rates on the left. For example, the effective annual fee
rate at $___ billion of group net assets - the approximate level for
November 1999 - was __%, which is the weighted average of the
respective fee rates for each level of group net assets up to $__
billion.

The individual fund fee rate for Fidelity New Jersey Municipal Money
Market and Spartan New Jersey Municipal Income is __%. Based on
the average group net assets of the funds advised by FMR for November
1999, the fund's annual management fee rate would be calculated as
follows:

Group Fee Rate Individual Fund Fee Rate Management Fee Rate

Fidelity NJ Muni Money Market 0.___% + 0.25% = 0.___%

Spartan NJ Muni Income 0.___% 0.25% 0.___%

</TABLE>

One-twelfth of the management fee rate is applied to each fund's
average net assets for the month, giving a dollar amount which is the
fee for that month.

The following table shows the amount of management fees paid by each
fund to FMR for the past three fiscal years [and the amount of credits
reducing management fees for Spartan New Jersey Municipal Money Market
and Spartan New Jersey Municipal Income ].

Fund Fiscal Years Ended November 30 [Amount of Credits Reducing Management Fees Paid to FMR
Management Fees]

Spartan NJ Muni Money Market 1999 $ $ *

1998 $ $ *

1997 $ $ *

Fidelity NJ Muni Money Market 1999 $ $

1998 $ $

1997 $ $

Spartan NJ Muni Income(dagger) 1999 $ $ *

1998 $ $ *

1997 $ $ *

</TABLE>

* After reduction of fees and expenses paid by the fund to the
non-interested Trustees.

(dagger) Prior to January 1, 2000, Spartan New Jersey Municipal
Income paid FMR a monthly management fee at an annual rate of 0.55% of
the fund's average net assets throughout the month. FMR paid all of
the other expenses of the fund with limited exceptions. The management
fee paid to FMR for periods prior to January 1, 2000 was reduced by an
amount equal to the fees and expenses paid by the fund to the
non-interested Trustees.

FMR may, from time to time, voluntarily reimburse all or a portion of
a fund's operating expenses (exclusive of interest, taxes, brokerage
commissions, and extraordinary expenses), in the case of certain
funds, is subject to revision or discontinuance. FMR retains the
ability to be repaid for these expense reimbursements in the amount
that expenses fall below the limit prior to the end of the fiscal
year.

Expense reimbursements by FMR will increase a fund's returns and
yield, and repayment of the reimbursement by a fund will lower its
returns and yield.

FMR voluntarily agreed to reimburse Spartan New Jersey Municipal Money
Market if and to the extent that its aggregate operating expenses,
including management fees, were in excess of an annual rate of its
average net assets. The table below shows the periods of reimbursement
and levels of expense limitations; the dollar amount of management
fees incurred under the fund's contract before reimbursement; and the
dollar amount of management fees reimbursed by FMR under the expense
reimbursement for each period.

<TABLE>
<CAPTION>
<S> <C> <C> <C>
Periods of Expense Limitation Aggregate Operating Expense
From To Limitation

Spartan NJ Muni Money Market Dec. 1, 1998 Nov. 30, 1999

Dec. 1, 1997 Nov. 30, 1998 --

Nov. 1, 1997 Nov. 30, 1997 --

Aug. 1, 1997 Oct. 31, 1997 --

July 1, 1997 July 31, 1997 0.45%

June 2, 1997 June 30, 1997 0.40%

Nov. 1, 1996 June 1, 1997 0.35%

Dec. 1, 1995 Oct. 31, 1996 0.35%

Nov. 1, 1995 Nov. 30, 1995 0.32%

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
Fiscal Years Ended October 31 Fiscal Years Ended November 30 Management Fee Before
Reimbursement

Spartan NJ Muni Money Market 1999 $ *

1998 $ 2,596,444*

1997 $ 213,575*

1997 $ 2,612,461*

1996 $ 2,454,322*

</TABLE>

<TABLE>
<CAPTION>
<S> <C>
Amount of Management Fee
Reimbursement

Spartan NJ Muni Money Market

$ 520,685

$ 748,187

</TABLE>

* After reduction of fees and expenses paid by the fund to the
non-interested Trustees.

SUB-ADVISER. FMR has entered into a sub-advisory agreement with FIMM
pursuant to which FIMM has primary responsibility for choosing
investments for each fund. Prior to January 23, 1998, FMR Texas Inc.
(FMR Texas) had primary responsibility for providing investment
management services to each money market fund. On January 23, 1998,
FMR Texas was merged into FIMM, which succeeded to the operations of
FMR Texas.

Under the terms of the sub-advisory agreements, FMR pays FIMM fees
equal to 50% of the management fee payable to FMR under its management
contract with each fund. The fees paid to FIMM are not reduced by any
voluntary or mandatory expense reimbursements that may be in effect
from time to time.

Fees paid to FMR Texas and FIMM by FMR on behalf of the money market
funds for the past three fiscal years are shown in the table below.

<TABLE>
<CAPTION>
<S> <C> <C> <C>
Fund Fiscal Year Ended November 30 Fees Paid to FMR Texas Fees Paid to FIMM

Spartan NJ Muni Money Market 1999 $ 0 $

1998 $ $ 0

1997 $ $ 0

Fidelity NJ Muni Money Market 1999 $ 0 $

1998 $ $ 0

1997 $ $ 0

</TABLE>

On behalf of Spartan New Jersey Municipal Income, for the fiscal year
ended November 30, 1999, FMR paid FIMM a fee of $______.

DISTRIBUTION SERVICES

Each fund has entered into a distribution agreement with FDC, an
affiliate of FMR. FDC is a broker-dealer registered under the
Securities Exchange Act of 1934 and 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 fund, which are
continuously offered at NAV. Promotional and administrative expenses
in connection with the offer and sale of shares are paid by FMR.

The Trustees have approved Distribution and Service Plans on behalf of
each fund (the Plans) pursuant to Rule 12b-1 under the 1940 Act (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 approved on behalf of the fund under the Rule. The
Plans, as approved by the Trustees, allow the funds and FMR to incur
certain expenses that might be considered to constitute indirect
payment by the funds of distribution expenses.

Under each Plan, if the payment of management fees by the fund to FMR
is deemed to be indirect financing by the fund of the distribution of
its shares, such payment is authorized by the Plan. Each Plan
specifically recognizes that FMR may use its management fee revenue,
as well as its past profits or its other resources, to pay FDC for
expenses incurred in connection with providing services intended to
result in the sale of fund shares and/or shareholder support services.
In addition, each Plan provides that FMR, directly or through FDC, may
pay intermediaries, such as banks, broker-dealers and other
service-providers, that provide those services. Currently, the Board
of Trustees has authorized such payments for shares.

[Payments made by FMR either directly or through FDC to
intermediaries for the fiscal year ended 1999 amounted to $____ for
Spartan New Jersey Municipal Money Market, $___ for Fidelity New
Jersey Municipal Money Market, and $_____ for Spartan New Jersey
Municipal Income.]

[FMR made no payments either directly or through FDC to intermediaries
for the fiscal year ended 1999.]

Prior to approving each Plan, the Trustees carefully considered all
pertinent factors relating to the implementation of the Plan, and
determined that there is a reasonable likelihood that the Plan will
benefit the fund and its shareholders. In particular, the Trustees
noted that each 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 each Plan gives FMR and FDC greater flexibility in
connection with the distribution of fund shares, additional sales of
fund shares or stabilization of cash flows may result. Furthermore,
certain shareholder support services may be provided more effectively
under the Plans by local entities with whom shareholders have other
relationships.

The 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. 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.

Each fund may execute portfolio transactions with, and purchase
securities issued by, depository institutions that receive payments
under the Plans. No preference for the instruments of such depository
institutions will be shown in the selection of investments.

FDC may compensate intermediaries that satisfy certain criteria
established from time to time by FDC relating to the level or type of
services provided by the intermediary, the sale or expected sale of
significant amounts of shares, or other factors.

TRANSFER AND SERVICE AGENT AGREEMENTS

Each fund has entered into a transfer agent agreement with Citibank,
N.A. (Citibank), which is located at 111 Wall Street, New York, New
York. Under the terms of the agreements, Citibank provides transfer
agency, dividend disbursing, and shareholder services for each fund.
Citibank in turn has entered into sub-transfer agent agreements with
Fidelity Service Company, Inc. (FSC), an affiliate of FMR. Under the
terms of the sub-agreements, FSC performs all processing activities
associated with providing these services for each fund and receives
all related transfer agency fees paid to Citibank.

For providing transfer agency services, FSC receives an account fee
and an asset-based fee each paid monthly with respect to each account
in a fund. For retail accounts and certain institutional accounts,
these fees are based on account size and fund type. For certain
institutional retirement accounts, these fees are based on fund type.
For certain other institutional retirement accounts, these fees are
based on account type and fund type. The account fees are subject to
increase based on postage rate changes.

FSC also collects small account fees from certain accounts with
balances of less than $2,500.

In addition, FSC collects a $5.00 exchange fee for each exchange out
of Spartan New Jersey Municipal Money Market.

FSC also collects Spartan New Jersey Municipal Money Market's $5.00
account closeout fee.

FSC also collects Spartan New Jersey Municipal Money Market's $2.00
checkwriting fee.

FSC also collects Spartan New Jersey Municipal Money Market's $5.00
wire transaction fee.

In addition, Citibank, N.A. receives the pro rata portion of the
transfer agency fees applicable to shareholder accounts in a qualified
state tuition program (QSTP), as defined under the Small Business Job
Protection Act of 1996, managed by FMR or an affiliate and in each
Fidelity Freedom Fund and Fidelity Four-in-One Index Fund, funds of
funds managed by an FMR affiliate, according to the percentage of the
QSTP's, Freedom Fund's or Fidelity Four-in-One Index Fund's assets
that is invested in a fund, subject to certain limitations in the case
of Fidelity Four-in-One Index Fund.

FSC pays out-of-pocket expenses associated with providing transfer
agent services. In addition, FSC bears the expense of typesetting,
printing, and mailing prospectuses, statements of additional
information, and all other reports, notices, and statements to
existing shareholders, with the exception of proxy statements.

Each fund has also entered into a service agent agreement with
Citibank. Under the terms of the agreements, Citibank provides pricing
and bookkeeping services for each fund. Citibank in turn has entered
into sub-service agent agreements with FSC . Under the terms of the
sub-agreements, FSC performs all processing activities associated with
providing these services, including calculating the NAV and dividends
for each fund and maintaining each fund's portfolio and general
accounting records, and receives all related pricing and bookkeeping
fees paid to Citibank.

For providing pricing and bookkeeping services, FSC receives a monthly
fee based on each fund's average daily net assets throughout the
month.

The annual rates for pricing and bookkeeping services for Spartan New
Jersey Municipal Income are 0.0275% of the first $500 million of
average net assets, 0.0175% of average net assets between $500 million
and $3 billion, and 0.0010% of average net assets in excess of $3
billion. The fee, not including reimbursement for out-of-pocket
expenses, is limited to a minimum of $60,000 per year.

The annual rates for pricing and bookkeeping services for money market
funds are 0.0150% of the first $500 million of average net assets,
0.0075% of average net assets between $500 million and $10 billion,
and 0.0010% of average net assets in excess of $10 billion. The fee,
not including reimbursement for out-of-pocket expenses, is limited to
a minimum of $40,000 per year.

Pricing and bookkeeping fees, including reimbursement for
out-of-pocket expenses, paid by the funds to FSC for the past three
fiscal years are shown in the table below.

Fund 1999 1998 1997

Fidelity NJ Muni Money Market $ $ $

Spartan NJ Muni Income $ $ 0 $ 0

For Spartan New Jersey Municipal Money Market, FMR bears the cost of
transfer agency, dividend disbursing, and shareholder services and
pricing and bookkeeping services under the terms of its management
contract with the fund.

DESCRIPTION OF THE TRUSTS

TRUST ORGANIZATION. Spartan New Jersey Municipal Income Fund is a fund
of Fidelity Court Street Trust, an open-end management investment
company organized as a Massachusetts business trust on April 21, 1977.
Currently, there are three funds in Fidelity Court Street Trust:
Spartan Connecticut Municipal Income Fund, Spartan New Jersey
Municipal Income Fund, and Spartan Florida Municipal Income Fund. The
Trustees are permitted to create additional funds in the trust.

Spartan New Jersey Municipal Money Market Fund and Fidelity New Jersey
Municipal Money Market Fund are funds of Fidelity Court Street Trust
II, an open-end management investment company organized as a Delaware
business trust on June 20, 1991. Prior to January 10, 1998, Spartan
New Jersey Municipal Money Market Fund was a fund of Fidelity Beacon
Street Trust, an open-end management investment company organized as a
Delaware business trust on June 19, 1979. Fidelity New Jersey
Municipal Money Market Fund acquired all of the assets of Fidelity New
Jersey Tax-Free Money Market Portfolio, a series of Fidelity Court
Street Trust, on February 28, 1992 pursuant to an agreement approved
by shareholders on December 11, 1991. Currently, there are five funds
of Fidelity Court Street Trust II: Fidelity Connecticut Municipal
Money Market Fund, Fidelity New Jersey Municipal Money Market Fund,
Spartan Connecticut Municipal Money Market Fund, Spartan New Jersey
Municipal Money Market Fund, and Spartan Florida Municipal Money
Market Fund. The Trustees are permitted to create additional funds in
the trust.

The 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 to the rights of creditors, are allocated to such
fund, and constitute the underlying assets of such fund. The
underlying assets of each fund in a trust shall be charged with the
liabilities and expenses attributable to such fund. Any general
expenses of the respective trusts shall be allocated between or among
any one or more of its funds.

The assets of the Massachusetts trust received for the issue or sale
of shares of each of its funds and all income, earnings, profits, and
proceeds thereof, subject to the rights of creditors, are allocated to
such fund, and constitute the underlying assets of such fund. The
underlying assets of each fund in the Massachusetts trust shall be
charged with the liabilities and expenses attributable to such fund.
Any general expenses of the Massachusetts trust shall be allocated
between or among any one or more of its funds.

The assets of the Delaware trust received for the issue or sale of
shares of each of its funds and all income, earnings, profits, and
proceeds thereof, subject to the rights of creditors, are allocated to
such fund, and constitute the underlying assets of such fund. The
underlying assets of each fund in the Delaware trust shall be charged
with the liabilities and expenses attributable to such fund. Any
general expenses of the Delaware trust shall be allocated between or
among any one or more of its funds.

SHAREHOLDER LIABILITY - MASSACHUSETTS TRUST. The Massachusetts trust
is an entity 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 contains an express disclaimer of shareholder
liability for the debts, liabilities, obligations, and expenses of the
trust or fund. The Declaration of Trust provides that the
Massachusetts 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 Massachusetts trust or its Trustees relating to the
trust or to a fund shall include a provision limiting the obligations
created thereby to the Massachusetts trust or to one or more funds and
its or their assets. The Declaration of Trust further provides that
shareholders of a fund shall not have a claim on or right to any
assets belonging to any other fund.

The Declaration of Trust provides for indemnification out of each
fund's property of any shareholder or former shareholder held
personally liable for the obligations of the fund solely by reason of
his or her being or having been a shareholder and not because of his
or her acts or omissions or for some other reason. 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 a 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.

SHAREHOLDER LIABILITY - DELAWARE TRUST. The Delaware trust is a
business trust organized under Delaware law. Delaware law provides
that shareholders shall be entitled to the same limitations of
personal liability extended to stockholders of private corporations
for profit. The courts of some states, however, may decline to apply
Delaware law on this point. The Trust Instrument contains an express
disclaimer of shareholder liability for the debts, liabilities,
obligations, and expenses of the Delaware trust. The Trust Instrument
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 relating to the trust or to a
fund shall include a provision limiting the obligations created
thereby to the trust or to one or more funds and its or their assets.
The Trust Instrument further provides that shareholders of a fund
shall not have a claim on or right to any assets belonging to any
other fund.

The Trust Instrument provides for indemnification out of each fund's
property of any shareholder or former shareholder held personally
liable for the obligations of the fund solely by reason of his or her
being or having been a shareholder and not because of his or her acts
or omissions or for some other reason. The Trust Instrument 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 Delaware law does not apply, no
contractual limitation of liability was in effect, and a fund is
unable to meet its obligations. FMR believes that, in view of the
above, the risk of personal liability to shareholders is extremely
remote.

VOTING RIGHTS - MASSACHUSETTS TRUST. Each fund's capital consists of
shares of beneficial interest. As a shareholder, you are entitled to
one vote for each dollar of net asset value you own. The voting rights
of shareholders can be changed only by a shareholder vote. Shares may
be voted in the aggregate, by fund and by class.

The shares have no preemptive or conversion rights. Shares are fully
paid and nonassessable, except as set forth under the heading
"Shareholder Liability" above.

The trust or any of its funds may be terminated upon the sale of its
assets to, or merger with, another open-end management investment
company or series thereof, or upon liquidation and distribution of its
assets. Generally, the merger of the trust or a fund with another
entity or the sale of substantially all of the assets of the trust or
a fund to another entity requires approval by a vote of shareholders
of the trust or the fund. The Trustees may, however, reorganize or
terminate the trust or any of its funds without prior shareholder
approval. In the event of the dissolution or liquidation of the trust,
shareholders of each of its funds are entitled to receive the
underlying assets of such fund available for distribution. In the
event of the dissolution or liquidation of a fund, shareholders of
that fund are entitled to receive the underlying assets of the fund
available for distribution.

VOTING RIGHTS - DELAWARE TRUST. Each fund's capital consists of shares
of beneficial interest. As a shareholder, you are entitled to one vote
for each dollar of net asset value you own. The voting rights of
shareholders can be changed only by a shareholder vote. Shares may be
voted in the aggregate, by fund and by class.

The shares have no preemptive or conversion rights. Shares are fully
paid and nonassessable, except as set forth under the heading
"Shareholder Liability" above.

The trust or any of its funds may be terminated upon the sale of its
assets to another open-end management investment company or series
thereof, or upon liquidation and distribution of its assets. Generally
such terminations must be approved by a vote of shareholders. In the
event of the dissolution or liquidation of the trust, shareholders of
each of its funds are entitled to receive the underlying assets of
such fund available for distribution. In the event of the dissolution
or liquidation of a fund, shareholders of that fund are entitled to
receive the underlying assets of the fund available for distribution.

Under the Trust Instrument, the Trustees may, without shareholder
vote, in order to change the form of organization of the trust cause
the trust to merge or consolidate with one or more trusts,
partnerships, associations, limited liability companies or
corporations, as long as the surviving entity is an open-end
management investment company, or is a fund thereof, that will succeed
to or assume the trust's registration statement, or cause the trust to
incorporate under Delaware law.

CUSTODIAN. Citibank, N.A., 111 Wall Street, New York, New York, is
custodian of the assets of the funds. The custodian is responsible for
the safekeeping of a fund's assets and the appointment of any
subcustodian banks and clearing agencies.

FMR, its officers and directors, its affiliated companies, and members
of the Board of Trustees may, from time to time, conduct transactions
with various banks, including banks serving as custodians for certain
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.

AUDITOR. PricewaterhouseCoopers LLP, 160 Federal Street, Boston,
Massachusetts, serves as independent accountant for each fund. The
auditor examines financial statements for the funds and provides other
audit, tax, and related services.

FINANCIAL STATEMENTS

Each fund's financial statements and financial highlights for the
fiscal year ended November 30, 1999, and report of the auditor, are
included in the fund's annual report and are incorporated herein by
reference.

APPENDIX

Spartan, Fidelity, Fidelity Investments and (Pyramid) Design, and
Fidelity Focus are registered trademarks of FMR Corp.

THE THIRD PARTY MARKS APPEARING ABOVE ARE THE MARKS OF THEIR
RESPECTIVE OWNERS.

FIDELITY'S
CONNECTICUT MUNICIPAL
FUNDS

FIDELITY(registered trademark) CONNECTICUT MUNICIPAL MONEY MARKET FUND
(fund number 418, trading symbol FCMXX)

SPARTAN(registered trademark) CONNECTICUT MUNICIPAL MONEY MARKET FUND
(fund number 425, trading symbol SPCXX)

SPARTAN CONNECTICUT MUNICIPAL INCOME FUND
(fund number 407, trading symbol FICNX)

PROSPECTUS

JANUARY 26 , 2000

(FIDELITY_LOGO_GRAPHIC)(registered trademark)
82 DEVONSHIRE STREET, BOSTON, MA 02109

CONTENTS

FUND SUMMARY 2 INVESTMENT SUMMARY

3 PERFORMANCE

5 FEE TABLE

FUND BASICS 8 INVESTMENT DETAILS

10 VALUING SHARES

SHAREHOLDER INFORMATION 10 BUYING AND SELLING SHARES

18 EXCHANGING SHARES

18 ACCOUNT FEATURES AND POLICIES

21 DIVIDENDS AND CAPITAL GAIN
DISTRIBUTIONS

21 TAX CONSEQUENCES

FUND SERVICES 22 FUND MANAGEMENT

23 FUND DISTRIBUTION

APPENDIX 23 FINANCIAL HIGHLIGHTS

FUND SUMMARY

INVESTMENT SUMMARY

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES

Fidelity Management & Research Company (FMR)'s principal investment
strategies include:

(small solid bullet) Normally investing in municipal money
market securities, including shares of a municipal money market
fund managed by an affiliate of FMR.

(small solid bullet) Normally investing at least 65% of total
assets in municipal securities whose interest is exempt from
Connecticut personal income tax.

(small solid bullet) Normally investing so that at least 80% of
the fund's income distributions is exempt from federal income tax.

(small solid bullet) Potentially investing more than 25% of total
assets in municipal securities that finance similar types of projects.

(small solid bullet) Investing in compliance with industry-standard
requirements for money market funds for the quality, maturity and
diversification of investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a money market security to decrease.

(small solid bullet) FOREIGN EXPOSURE. Entities located in foreign
countries can be affected by adverse political, regulatory, market or
economic developments in those countries.

(small solid bullet) GEOGRAPHIC CONCENTRATION. Unfavorable political
or economic conditions within Connecticut can affect the credit
quality of issuers located in that state.

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES

Fidelity Management & Research Company (FMR)'s principal
investment strategies include:

(small solid bullet) Normally investing in municipal money
market securities, including shares of a municipal money market
fund managed by an affiliate of FMR.

(small solid bullet) Normally investing at least 65% of total
assets in municipal securities whose interest is exempt from
Connecticut personal income tax.

(small solid bullet) Normally investing so that at least 80% of
the fund's income is exempt from federal income tax.

(small solid bullet) Potentially investing more than 25% of total
assets in municipal securities that finance similar types of projects.

(small solid bullet) Investing in compliance with industry-standard
requirements for money market funds for the quality, maturity and
diversification of investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a money market security to decrease.

(small solid bullet) FOREIGN EXPOSURE. Entities located in foreign
countries can be affected by adverse political, regulatory, market or
economic developments in those countries.

(small solid bullet) GEOGRAPHIC CONCENTRATION. Unfavorable political
or economic conditions within Connecticut can affect the credit
quality of issuers located in that state.

INVESTMENT OBJECTIVE

SPARTAN CONNECTICUT MUNICIPAL INCOME FUND seeks a high level of
current income, exempt from federal income tax and Connecticut
personal income tax.

PRINCIPAL INVESTMENT STRATEGIES

Fidelity Management & Research Company (FMR)'s principal
investment strategies include:

(small solid bullet) Normally investing in investment-grade
municipal debt securities (those of medium and high quality).

(small solid bullet) Normally investing at least 80% of
assets in municipal securities whose interest is exempt from
federal and Connecticut personal income taxes.

(small solid bullet) Potentially investing more than 25% of total
assets in municipal securities that finance similar types of projects.

(small solid bullet) Managing the fund to have similar overall
interest rate risk to the Lehman Brothers Connecticut 4 Plus Year
Enhanced Municipal Bond Index.

(small solid bullet) Allocating assets across different market sectors
and maturities.

(small solid bullet) Analyzing a security's structural features and
current pricing , trading opportunities, and the credit
quality of its issuer to select investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a debt security to decrease.

(small solid bullet) GEOGRAPHIC CONCENTRATION. Unfavorable political
or economic conditions within Connecticut can affect the credit
quality of issuers located in that state.

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

When you sell your shares of the fund, they could be worth more or
less than what you paid for them.

PERFORMANCE

The following information illustrates the changes in the funds'
performance from year to year and compares Spartan Connecticut
Municipal Income's performance to the performance of a market index
and an average of the performance of similar funds over various
periods of time. Spartan Connecticut Municipal Income also
compares its performance to the performance of an additional index
over various periods of time. Data for the additional index for
Spartan Connecticut Municipal Income is available only from June 30,
1993 to the present. Returns are based on past results and are not an
indication of future performance.

YEAR-BY-YEAR RETURNS

The returns in the chart do not include the effect of Spartan
Connecticut Municipal Money Market's account closeout fee. If the
effect of the fee were reflected, returns would be lower than
those shown.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CT MUNI MONEY MARKET

Calendar Years 199 199 199 199 199 199 199 199 1997 1998

% % % % % % % % % %

</TABLE>

DURING THE PERIODS SHOWN IN THE CHART FOR CT MUNI MONEY MARKET, THE
HIGHEST RETURN FOR A QUARTER WAS __% (QUARTER ENDING
[CALENDAR QUARTER: [MONTH][DATE]], [YEAR] ) AND THE LOWEST
RETURN FOR A QUARTER WAS __% (QUARTER ENDING [CALENDAR
QUARTER: [MONTH][DATE]], [YEAR] ).

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SPARTAN CT MUNI MONEY MARKET

Calendar Years 199 199 199 199 199 199 199 199 1997 1998

% % % % % % % % % %

</TABLE>

DURING THE PERIODS SHOWN IN THE CHART FOR SPARTAN CT MUNI MONEY
MARKET, THE HIGHEST RETURN FOR A QUARTER WAS __% (QUARTER
ENDING [CALENDAR QUARTER: [MONTH][DATE]], [YEAR] ) AND THE
LOWEST RETURN FOR A QUARTER WAS __% (QUARTER ENDING [CALENDAR
QUARTER: [MONTH][DATE]], [YEAR] ).

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SPARTAN CT MUNI INCOME

Calendar Years 199 199 199 199 199 199 199 199 1997 1998

% % % % % % % % % %

</TABLE>

DURING THE PERIODS SHOWN IN THE CHART FOR SPARTAN CT MUNI INCOME, THE
HIGHEST RETURN FOR A QUARTER WAS __% (QUARTER ENDING
[CALENDAR QUARTER: [MONTH][DATE]], [YEAR] ) AND THE LOWEST
RETURN FOR A QUARTER WAS __% (QUARTER ENDING [CALENDAR
QUARTER: [MONTH][DATE]], [YEAR] ).

AVERAGE ANNUAL RETURNS

[The returns in the following table do not include the effect of the
$5 account closeout fee for Spartan Connecticut Municipal Money
Market.] [The returns in the following table include the effect of
the $5 account closeout fee based on an average account size for
Spartan Connecticut Municipal Money Market.]

For the periods ended Past 1 year Past 5 years Past 10 years/Life of fundA
December 31, 1999

CT Muni Money Market % % %B

Spartan CT Muni Money Market % % %C

Spartan CT Muni Income % % %

Lehman Bros. Muni Bond Index % % %

Lehman Bros. CT. 4+ Yr. Enh. % % %C
Muni Bond Index

Lipper CT Muni Debt Funds % % %
Average

</TABLE>

A Beginning January 1 of the first calendar year following the fund's
commencement of operations.

B From January 1, 1990.

C From January 1, 1992.

[If FMR had not reimbursed certain fund expenses during these periods,
each fund's returns would have been lower.]
The Lehman Brothers Municipal Bond Index is a market value-weighted
index of investment-grade municipal bonds with maturities of one year
or more.

The Lehman Brothers Connecticut 4 Plus Year Enhanced Municipal Bond
Index is a market value-weighted index of Connecticut investment-grade
municipal bonds with maturities of four years or more.

The Lipper Funds Average reflects the performance (excluding sales
charges) of mutual funds with similar objectives.

FEE TABLE

The following table describes the fees and expenses that are incurred
when you buy, hold, or sell shares of a fund. [The annual fund
operating expenses provided below for Spartan Connecticut Municipal
Income are based on historical expenses, adjusted to reflect
current fees. ] [The annual fund operating expenses provided below
for [[the/each] fund/[Name(s) of Fund(s)]] do not reflect the
effect of any [expense reimbursements] [or] reduction of
certain expenses] during the period.] [The annual fund operating
expenses provided below for [[the/each]fund/ [Name(s) of Fund(s)]] are
based on historical expenses.]

SHAREHOLDER F EES (PAID BY THE INVESTOR DIRECTLY)

Sales charge (load) on None
purchases and reinvested
distributions

Deferred sales charge (load) None
on redemptions

Redemption fee on shares held
less than 180 days (as a %
of amount redeemed)

for Spartan CT Muni Income only 0.50%

Exchange fee

for Spartan CT Muni Money $5.00
Market onlyA,B

Wire transaction fee

for Spartan CT Muni Money $5.00
Market onlyA

Checkwriting fee, per check
written

for Spartan CT Muni Money $2.00
Market onlyA

Account closeout fee

for Spartan CT Muni Money $5.00
Market onlyA

Annual account maintenance $12.00
fee (for accounts under
$2,500)

A THE FEES FOR INDIVIDUAL TRANSACTIONS ARE WAIVED IF YOUR ACCOUNT
BALANCE AT THE TIME OF THE TRANSACTION IS $50,000 OR MORE.

B YOU WILL NOT PAY AN EXCHANGE FEE IF YOU EXCHANGE THROUGH ANY OF
FIDELITY'S AUTOMATED EXCHANGE SERVICES.

ANNUAL FUND OPERATING EXPENSES (PAID FROM FUND ASSETS)

SPARTAN CT MUNI MONEY MARKET Management fee

Distribution and Service None
(12b-1) fee

Other expenses

Total annual fund operating
expenses [A]

CT MUNI MONEY MARKET Management fee

Distribution and Service None
(12b-1) fee

Other expenses

Total annual fund operating
expenses [A]

SPARTAN CT MUNI INCOME Management fee

Distribution and Service None
(12b-1) fee

Other expenses

Total annual fund operating
expenses [A]

A EFFECTIVE JANUARY 1, 2000, FMR HAS AGREED TO REIMBURSE THE FUND
TO THE EXTENT THAT TOTAL OPERATING EXPENSES (EXCLUDING INTEREST,
TAXES, BROKERAGE COMMISSIONS AND EXTRAORDINARY EXPENSES), AS A
PERCENTAGE OF ITS AVERAGE NET ASSETS, EXCEED 0.53%. THIS ARRANGEMENT
WILL REMAIN IN EFFECT THROUGH DECEMBER 31, 2000.

A portion of the brokerage commissions that certain funds pay is
used to reduce each of those fund's expenses. [In addition,]
[O/o]n behalf of [Name(s) of Fund(s) with All-Inclusive Fee] ,
FMR has entered into arrangements with [the/ each] fund's
custodian and transfer agent whereby credits realized as a result of
uninvested cash balances are used to reduce fund expenses. [Each
of] [Name(s) of Fund(s) with Flat/Group Fee] has entered into
arrangements with its custodian and transfer agent whereby credits
realized as a result of uninvested cash balances are used to reduce
custodian and transfer agent expenses.] Including [these/this]
reduction [s] , the total fund operating expenses [, after
reimbursement [for [Name(s) of fund(s) in reimbursement]],] would have
been __% for [Fund Name] and __% for [Fund Name].]]

This EXAMPLE helps you compare the cost of investing in the funds with
the cost of investing in other mutual funds.

Account open Account closed

CT MUNI MONEY MARKET 1 year $ $

3 years $ $

5 years $ $

10 years $ $

SPARTAN CT MUNI MONEY MARKET 1 year $ $

3 years $ $

5 years $ $

10 years $ $

SPARTAN CT MUNI INCOME 1 year $ $

3 years $ $

5 years $ $

10 years $ $

FUND BASICS

INVESTMENT DETAILS

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES

FMR normally invests the fund's assets in municipal money market
securities, including shares of a municipal money market fund
managed by an affiliate of FMR.

FMR normally invests at least 65% of the fund's total assets in
municipal securities whose interest is exempt from Connecticut
personal income tax and invests the fund's assets so that at least 80%
of the fund's income distributions is exempt from federal income tax.
Municipal securities whose interest is exempt from federal and
Connecticut income taxes include securities issued by U.S. territories
and possessions, such as Guam, the Virgin Islands, and Puerto Rico,
and their political subdivisions and public corporations.

FMR may invest the fund's assets in municipal securities whose
interest is subject to Connecticut personal income tax. Although FMR
does not currently intend to invest the fund's assets in municipal
securities whose interest is subject to federal income tax, FMR may
invest all of the fund's assets in municipal securities whose interest
is subject to the federal alternative minimum tax.

FMR may invest more than 25% of the fund's total assets in municipal
securities that finance similar projects, such as those relating to
education, health care, transportation, and utilities.

In buying and selling securities for the fund, FMR complies with
industry-standard requirements for money market funds regarding the
quality, maturity, and diversification of the fund's investments.
FMR stresses maintaining a stable $1.00 share price, liquidity ,
and income.

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES

FMR normally invests the fund's assets in municipal money market
securities , including shares of a municipal money market fund
managed by an affiliate of FMR.

FMR normally invests at least 65% of the fund's total assets in
municipal securities whose interest is exempt from Connecticut
personal income tax and invests the fund's assets so that at least 80%
of the fund's income is exempt from federal income tax. Municipal
securities whose interest is exempt from federal and Connecticut
income taxes include securities issued by U.S. territories and
possessions, such as Guam, the Virgin Islands, and Puerto Rico, and
their political subdivisions and public corporations.

FMR may invest more than 25% of the fund's total assets in municipal
securities that finance similar projects, such as those relating to
education, health care, transportation, and utilities.

In buying and selling securities for the fund, FMR complies with
industry-standard requirements for money market funds regarding the
quality, maturity , and diversification of the fund's investments.
FMR stresses maintaining a stable $1.00 share price, liquidity,
and income.

INVESTMENT OBJECTIVE

SPARTAN CONNECTICUT MUNICIPAL INCOME FUND seeks a high level of
current income, exempt from federal income tax and Connecticut
personal income tax.

PRINCIPAL INVESTMENT STRATEGIES

FMR normally invests the fund's assets in investment-grade municipal
debt securities (those of medium and high quality).

FMR normally invests at least 80% of the fund's assets in municipal
securities whose interest is exempt from federal and Connecticut
personal income taxes. Municipal securities whose interest is exempt
from federal and Connecticut income taxes include securities issued by
U.S. territories and possessions, such as Guam, the Virgin Islands ,
and Puerto Rico, and their political subdivisions and public
corporations.

FMR may invest more than 25% of the fund's total assets in municipal
securities that finance similar projects, such as those relating to
education, health care, transportation, and utilities.

FMR uses the Lehman Brothers Connecticut 4 Plus Year Enhanced
Municipal Bond Index as a guide in structuring the fund and selecting
its investments. FMR manages the fund to have similar overall interest
rate risk to the index. As of November 30, 1999 , the
dollar-weighted average maturity of the fund and the index was
approximately __ and __ years, respectively.

Because the fund is considered non-diversified, FMR may invest a
significant percentage of the fund's assets in a single issuer.
In buying and selling securities for the fund, FMR analyzes a
security's structural features and current price compared to
its estimated long-term value, any short-term trading
opportunities resulting from market inefficiencies, and the credit
quality of its issuer.

FMR may use various techniques, such as buying and selling futures
contracts, to increase or decrease the fund's exposure to changing
security prices, interest rates, or other factors that affect
security values. If FMR's strategies do not work as intended, the fund
may not achieve its objective.

DESCRIPTION OF PRINCIPAL SECURITY TYPES

DEBT SECURITIES are used by issuers to borrow money. The issuer
usually pays a fixed, variable , or floating rate of interest,
and must repay the amount borrowed at the maturity of the security.
Some debt securities, such as zero coupon bonds, do not pay current
interest but are sold at a discount from their face values. Municipal
debt securities include general obligation bonds of municipalities,
local or state governments, project or revenue-specific bonds, or
pre-refunded or escrowed bonds.

MONEY MARKET SECURITIES are high-quality, short-term securities
that pay a fixed, variable , or floating interest rate.
Securities are often specifically structured so that they are eligible
investments for a money market fund. For example, in order to satisfy
the maturity restrictions for a money market fund, some money market
securities have demand or put features which have the effect of
shortening the security's maturity. Municipal money market securities
include variable rate demand notes, commercial paper , municipal
notes , and shares of municipal money market funds.

PRINCIPAL INVESTMENT RISKS

Many factors affect each fund's performance. Because FMR concentrates
each fund's investments in Connecticut, the fund's performance is
expected to be closely tied to economic and political conditions
within that state and to be more volatile than the performance of a
more geographically diversified fund.

The bond fund's yield and share price change daily based on changes in
interest rates and market conditions and in response to other
economic, political, or financial developments. The fund's
reaction to these developments will be affected by the types and
maturities of securities in which the fund invests, the financial
condition, industry and economic sector, and geographic location of an
issuer, and the fund's level of investment in the securities of that
issuer. Because FMR may invest a significant percentage of
Spartan Connecticut Municipal Income 's assets in a single
issuer, the fund's performance could be closely tied to the market
value of that one issuer and could be more volatile than the
performance of more diversified funds. When you sell your shares
of the fund, they could be worth more or less than what you paid for
them.

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

MUNICIPAL MARKET VOLATILITY. Municipal securities can be significantly
affected by political changes as well as uncertainties in the
municipal market related to taxation, legislative changes, or the
rights of municipal security holders. Because many municipal
securities are issued to finance similar projects, especially those
relating to education, health care, transportation, and
utilities, conditions in those sectors can affect the overall
municipal market. In addition, changes in the financial condition of
an individual municipal insurer can affect the overall municipal
market.

FOREIGN EXPOSURE. Entities located in foreign countries that provide
credit support or a maturity-shortening structure can involve
increased risks. Extensive public information about the provider may
not be available and unfavorable political, economic , or
governmental developments could affect the value of the security.

GEOGRAPHIC CONCENTRATION. Connecticut's economy relies in part on
activities affected by cyclical changes, and declines in defense
spending have increased unemployment levels in the state. Despite
average per capita income of Connecticut residents' being
traditionally high, certain of Connecticut's largest cities are among
the poorest in the nation.

ISSUER-SPECIFIC CHANGES. Changes in the financial condition of an
issuer, changes in specific economic or political conditions that
affect a particular type of security or issuer, and changes in
general economic or political conditions can affect the credit quality
or value of an issuer's securities. Lower-quality debt securities
(those of less than investment-grade quality) tend to be more
sensitive to these changes than higher-quality debt securities.
Entities providing credit support or a maturity-shortening structure
also can be affected by these types of changes. Municipal securities
backed by current or anticipated revenues from a specific project or
specific assets can be negatively affected by the discontinuance of
the taxation supporting the project or assets or the inability to
collect revenues for the project or from the assets. If the Internal
Revenue Service determines an issuer of a municipal security has not
complied with applicable tax requirements, interest from the security
could become taxable and the security could decline significantly in
value. In addition, if the structure of a security fails to function
as intended, interest from the security could become taxable or the
security could decline in value.

In response to market, economic, political, or other conditions,
FMR may temporarily use a different investment strategy for
defensive purposes. If FMR does so, different factors could affect a
fund's performance, and a fund could distribute income subject
to federal or Connecticut personal income tax.

FUNDAMENTAL INVESTMENT POLICIES

The policies discussed below are fundamental, that is, subject to
change only by shareholder approval.

CONNECTICUT MUNICIPAL MONEY MARKET FUND seeks as high a level of
current income exempt from federal income tax and, to the extent
possible, from Connecticut personal income tax, as is consistent with
preservation of capital. Under normal conditions, at least 80% of the
fund's income distributions will be exempt from federal income tax and
at least 65% of the fund's total assets will be invested in state
tax-free obligations.

SPARTAN CONNECTICUT MUNICIPAL MONEY MARKET FUND seeks as high a level
of current income, exempt from federal income tax and, to the extent
possible, exempt from Connecticut personal income tax, as is
consistent with preservation of capital and liquidity. The fund will
normally invest so that at least 65% of its total assets are invested
in state tax-free obligations and at least 80% of its income will be
exempt from federal income tax.

SPARTAN CONNECTICUT MUNICIPAL INCOME FUND seeks a high level of
current income, exempt from federal income tax and Connecticut
personal income tax .

VALUING SHARES

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

Each money market fund's assets are valued on the basis of amortized
cost.

SHAREHOLDER INFORMATION

BUYING AND SELLING SHARES

GENERAL INFORMATION

For account, product and service information, please use the following
Web site and phone numbers:

(small solid bullet) For information over the Internet, visit
Fidelity's Web site at www.fidelity.com.

(small solid bullet) For accessing account information automatically
by phone, use Fidelity Automated Service Telephone (FAST SM),
1-800-544-5555.

(small solid bullet) For exchanges and redemptions, 1-800-544-7777.

(small solid bullet) For account assistance, 1-800-544-6666.

(small solid bullet) For mutual fund and retirement information,
1-800-544-8888.

(small solid bullet) For brokerage information, 1-800-544-7272.

(small solid bullet) TDD - Service for the Deaf and Hearing-Impaired,
1-800-544-0118 (9:00 a.m. - 9:00 p.m. Eastern time).
Please use the following addresses:

BUYING SHARES

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002

OVERNIGHT EXPRESS

Fidelity Investments
2300 Litton Lane - KH1A
Hebron, KY 41048

SELLING SHARES

Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602

OVERNIGHT EXPRESS

Fidelity Investments
Attn: Redemptions - CP6I
400 East Las Colinas Blvd.
I rving, TX 75039-5587

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

The different ways to set up (register) your account with Fidelity are
listed in the following table.

WAYS TO SET UP YOUR ACCOUNT

INDIVIDUAL OR JOINT TENANT

FOR YOUR GENERAL INVESTMENT NEEDS

GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA)

TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS

TRUST

FOR MONEY BEING INVESTED BY A TRUST

BUSINESS OR ORGANIZATION

FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS OR
OTHER GROUPS

BUYING SHARES

The price to buy one share of each fund is the fund's NAV. Each fund's
shares are sold without a sales charge.

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

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

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

(small solid bullet) All of your purchases must be made in U.S.
dollars and checks must be drawn on U.S. banks.

(small solid bullet) Fidelity does not accept cash.

(small solid bullet) When making a purchase with more than one check,
each check must have a value of at least $50.

(small solid bullet) Fidelity reserves the right to limit the number
of checks processed at one time.

(small solid bullet) If your check does not clear, your purchase will
be canceled and you could be liable for any losses or fees a fund or
Fidelity has incurred.

MINIMUMS

TO OPEN AN ACCOUNT

For CT Muni Money Market $5,000
For Spartan CT Muni Money Market $25,000
For Spartan CT Muni Income $10,000
TO ADD TO AN ACCOUNT
For CT Muni Money Market $500
Through regular investment plans $100
For Spartan CT Muni Money Market $1,000
Through regular investment plans $500
For Spartan CT Muni Income $1,000
Through regular investment plans $500
MINIMUM BALANCE
For CT Muni Money Market $2,000
For Spartan CT Muni Money Market $10,000
For Spartan CT Muni Income $5,000

KEY INFORMATION

PHONE 1-800-544-7777 TO OPEN AN ACCOUNT

(small solid bullet) Exchange
from another Fidelity fund.
Call the phone number at left.

TO ADD TO AN ACCOUNT

(small solid bullet) Exchange
from another Fidelity fund.
Call the phone number at left.

(small solid bullet) Use
Fidelity Money
Line(registered trademark)
to transfer from your bank
account.

INTERNET WWW.FIDELITY.COM TO OPEN AN ACCOUNT

(small solid bullet) Complete
and sign the application.
Make your check payable to
the complete name of the
fund. Mail to the address
under "Mail" below.

TO ADD TO AN ACCOUNT

(small solid bullet) Exchange
from another Fidelity fund.

(small solid bullet) Use
Fidelity Money Line to
transfer from your bank
account.

MAIL FIDELITY INVESTMENTS TO OPEN AN ACCOUNT

P.O. BOX 770001 CINCINNATI, (small solid bullet) Complete
OH 45277-0002 and sign the application.
Make your check payable to
the complete name of the
fund. Mail to the address at
left.

TO ADD TO AN ACCOUNT

(small solid bullet) Make
your check payable to the
complete name of the fund.
Indicate your fund account
number on your check and
mail to the address at left.

IN PERSON TO OPEN AN ACCOUNT

(small solid bullet) Bring
your application and check
to a Fidelity Investor
Center. Call 1-800-544-9797
for the center nearest you.

TO ADD TO AN ACCOUNT

(small solid bullet) Bring
your check to a Fidelity
Investor Center. Call
1-800-544-9797 for the
center nearest you.

WIRE TO OPEN AN ACCOUNT

(small solid bullet) Call
1-800-544-7777 to set up
your account and to arrange
a wire transaction.

(small solid bullet) Wire
within 24 hours to: Bankers
Trust Company, Bank Routing
# 021001033, Account #
00163053.

(small solid bullet) Specify
the complete name of the
fund and include your new
fund account number and your
name.

TO ADD TO AN ACCOUNT

(small solid bullet) Wire to:
Bankers Trust Company, Bank
Routing # 021001033, Account
# 00163053.

(small solid bullet) Specify
the complete name of the
fund and include your fund
account number and your name.

AUTOMATICALLY TO OPEN AN ACCOUNT

(small solid bullet) Not
available.

TO ADD TO AN ACCOUNT

(small solid bullet) Use
Fidelity Automatic Account
Builder(registered
trademark) or Direct Deposit.

(small solid bullet) Use
Fidelity Automatic Exchange
Service to exchange from a
Fidelity money market fund.

SELLING SHARES

The price to sell one share of Connecticut Municipal Money Market or
Spartan Connecticut Municipal Money Market is the fund's NAV. The
price to sell one share of Spartan Connecticut Municipal Income is the
fund's NAV, minus the redemption fee (short-term trading fee), if
applicable.

Spartan Connecticut Municipal Income will deduct a short-term trading
fee of 0.50% from the redemption amount if you sell your shares after
holding them less than 180 days. This fee is paid to the fund rather
than Fidelity, and is designed to offset the brokerage commissions,
market impact, and other costs associated with fluctuations in fund
asset levels and cash flow caused by short-term shareholder trading.

Your shares will be sold at the next NAV calculated after your order
is received in proper form, minus the short-term trading fee, if
applicable.

(small solid bullet) You wish to sell more than $100,000 worth of
shares;

(small solid bullet) Your account registration has changed within the
last 30 days;

(small solid bullet) The check is being mailed to a different address
than the one on your account (record address);

(small solid bullet) The check is being made payable to someone other
than the account owner; or

(small solid bullet) The redemption proceeds are being transferred to
a Fidelity account with a different registration.

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

(small solid bullet) If you are selling some but not all of your
Connecticut Municipal Money Market shares, leave at least $2,000 worth
of shares in the account to keep it open, except accounts not subject
to account minimums. If you are selling some but not all of your
Spartan Connecticut Municipal Money Market shares, leave at least
$10,000 worth of shares in the account to keep it open, except
accounts not subject to account minimums. If you are selling some but
not all of your Spartan Connecticut Municipal Income shares, leave at
least $5,000 worth of shares in the account to keep it open, except
accounts not subject to account minimums.

(small solid bullet) Redemption proceeds may be paid in securities or
other assets rather than in cash if the Board of Trustees determines
it is in the best interests of a fund.

(small solid bullet) If you sell shares of Connecticut Municipal Money
Market or Spartan Connecticut Municipal Money Market 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.

(small solid bullet) You will not receive interest on amounts
represented by uncashed redemption checks.

(small solid bullet) Unless otherwise instructed, Fidelity will send a
check to the record address.

KEY INFORMATION

PHONE 1-800-544-7777 (small solid bullet) Call the
phone number at left to
initiate a wire transaction
or to request a check for
your redemption.

(small solid bullet) Use
Fidelity Money Line to
transfer to your bank account.

(small solid bullet) Exchange
to another Fidelity fund.
Call the phone number at left.

INTERNET WWW.FIDELITY.COM (small solid bullet) Exchange
to another Fidelity fund.

(small solid bullet) Use
Fidelity Money Line to
transfer to your bank account.

MAIL FIDELITY INVESTMENTS INDIVIDUAL, JOINT TENANT,
P.O. BOX 660602 DALLAS, TX SOLE PROPRIETORSHIP, UGMA,
75266-0602 UTMA

TRUST

BUSINESS OR ORGANIZATION

(small solid bullet) Include
a corporate resolution with
corporate seal or a
signature guarantee.

EXECUTOR, ADMINISTRATOR,
CONSERVATOR, GUARDIAN

(small solid bullet) Call
1-800-544-6666 for
instructions.

IN PERSON INDIVIDUAL, JOINT TENANT,
SOLE PROPRIETORSHIP, UGMA,
UTMA

TRUST

BUSINESS OR ORGANIZATION

(small solid bullet) Include
a corporate resolution with
corporate seal or a
signature guarantee.

EXECUTOR, ADMINISTRATOR,
CONSERVATOR, GUARDIAN

(small solid bullet) Visit a
Fidelity Investor Center for
instructions. Call
1-800-544-9797 for the
center nearest you.

AUTOMATICALLY (small solid bullet) Use
Fidelity Automatic Exchange
Service to exchange from
Connecticut Municipal Money
Market to another Fidelity
fund.

(small solid bullet) Use
Personal Withdrawal Service
to set up periodic
redemptions from your bond
fund account.

CHECK (small solid bullet) Write a
check to sell shares from
your account.

EXCHANGING SHARES

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

As a shareholder, you have the privilege of exchanging shares of a
fund for shares of other Fidelity funds.

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

(small solid bullet) The fund you are exchanging into must be
available for sale in your state.

(small solid bullet) You may exchange only between accounts that are
registered in the same name, address, and taxpayer identification
number.

(small solid bullet) Before exchanging into a fund, read its
prospectus.

(small solid bullet) You may pay a $5.00 fee for each exchange out of
Spartan Connecticut Municipal Money Market, unless you place your
transaction through Fidelity's automated exchange services.

(small solid bullet) Exchanges may have tax consequences for you.

(small solid bullet) Currently, there is no limit on the number of
exchanges out of Connecticut Municipal Money Market.

(small solid bullet) Spartan Connecticut Municipal Money Market and
Spartan Connecticut Municipal Income may 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 will be counted together for purposes of
the four exchange limit.

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

Other funds may have different exchange restrictions, and may
impose trading fees of up to 3.00% of the amount exchanged. Check
each fund's prospectus for details.

ACCOUNT FEATURES AND POLICIES

FEATURES

The following features are available to buy and sell shares of the
funds.

FIDELITY AUTOMATIC ACCOUNT
BUILDER(registered
trademark) TO MOVE MONEY
FROM YOUR BANK ACCOUNT TO A
FIDELITY FUND.

MINIMUM FREQUENCY PROCEDURES

$100 for CT Muni Money Market Monthly or quarterly (small solid bullet) To set
$500 for Spartan CT Muni up for a new account,
Money Market and Spartan CT complete the appropriate
Muni Income section on the fund
application.

(small solid bullet) To set
up for existing accounts,
call 1-800-544-6666 or visit
Fidelity's Web site for an
application.

(small solid bullet) To make
changes, call 1-800-544-6666
at least three business days
prior to your next scheduled
investment date.

DIRECT DEPOSIT TO SEND ALL OR
A PORTION OF YOUR PAYCHECK
OR GOVERNMENT CHECK TO A
FIDELITY FUND.A

MINIMUM FREQUENCY PROCEDURES

$100 for CT Muni Money Market Every pay period (small solid bullet) To set
$500 for Spartan CT Muni up for a new account, check
Money Market and Spartan CT the appropriate box on the
Muni Income fund application.

(small solid bullet) To set
up for an existing account,
call 1-800-544-6666 or visit
Fidelity's Web site for an
authorization form.

(small solid bullet) To make
changes you will need a new
authorization form. Call
1-800-544-6666 or visit
Fidelity's Web site to
obtain one.

A BECAUSE BOND FUND SHARE
PRICES FLUCTUATE, THAT FUND
MAY NOT BE AN APPROPRIATE
CHOICE FOR DIRECT DEPOSIT OF
YOUR ENTIRE CHECK.

FIDELITY AUTOMATIC EXCHANGE
SERVICE TO MOVE MONEY FROM A
FIDELITY MONEY MARKET FUND
TO ANOTHER FIDELITY FUND.

MINIMUM FREQUENCY PROCEDURES

$100 for CT Muni Money Market Monthly, bimonthly, (small solid bullet) To set
$500 for Spartan CT Muni quarterly, or annually up, call 1-800-544-6666
Money Market and Spartan CT after both accounts are
Muni Income opened.

(small solid bullet) To make
changes, call 1-800-544-6666
at least three business days
prior to your next scheduled
exchange date.

PERSONAL WITHDRAWAL SERVICE
TO SET UP PERIODIC
REDEMPTIONS FROM YOUR BOND
FUND ACCOUNT TO YOU OR TO
YOUR BANK ACCOUNT.

FREQUENCY PROCEDURES

Monthly (small solid bullet) To set
up, call 1-800-544-6666.

(small solid bullet) To make
changes, call Fidelity at
1-800-544-6666 at least
three business days prior to
your next scheduled
withdrawal date.

</TABLE>

OTHER FEATURES. The following other features are also available to buy
and sell shares of the funds.

WIRE

TO PURCHASE AND SELL SHARES VIA THE FEDERAL RESERVE WIRE SYSTEM.

(small solid bullet) To sell shares by wire, you must designate the
U.S. commercial bank account(s) into which you wish the
redemption proceeds deposited.

(small solid bullet) There may be a $5.00 fee for each wire purchase
for Spartan Connecticut Municipal Money Market.

(small solid bullet) There may be a $5.00 fee for each wire redemption
for Spartan Connecticut Municipal Money Market.

FIDELITY MONEY LINE(registered trademark)

TO TRANSFER MONEY BETWEEN YOUR BANK ACCOUNT AND YOUR FUND ACCOUNT.

(small solid bullet) Most transfers are complete within three business
days of your call.

(small solid bullet) Minimum purchase: [$___].

(small solid bullet) Maximum purchase: $100,000

FIDELITY ON-LINE XPRESS+(registered trademark)
TO MANAGE YOUR INVESTMENTS THROUGH YOUR PC.

CALL 1-800-544-7272 OR VISIT FIDELITY'S WEB SITE FOR MORE INFORMATION.

(small solid bullet) For account balances and holdings;

(small solid bullet) To review recent account history;

(small solid bullet) For mutual fund and brokerage trading; and

(small solid bullet) For access to research and analysis tools.

FIDELITY ONLINE TRADING
TO ACCESS AND MANAGE YOUR ACCOUNT OVER THE INTERNET AT FIDELITY'S WEB
SITE.

(small solid bullet) For account balances and holdings;

(small solid bullet) To review recent account history;

(small solid bullet) To obtain quotes;

(small solid bullet) For mutual fund and brokerage trading; and

(small solid bullet) To access third-party research on companies,
stocks, mutual funds and the market.

FAST SM

TO ACCESS AND MANAGE YOUR ACCOUNT AUTOMATICALLY BY PHONE USING TOUCH
TONE OR SPEECH RECOGNITION.

CALL 1-800-544-5555.

(small solid bullet) For account balances and holdings;

(small solid bullet) For mutual fund and brokerage trading;

(small solid bullet) To obtain quotes;

(small solid bullet) To review orders and mutual fund activity; and

(small solid bullet) To change your personal identification number
(PIN).

CHECKWRITING

TO REDEEM SHARES FROM YOUR CONNECTICUT MUNICIPAL MONEY MARKET AND
SPARTAN CONNECTICUT MUNICIPAL MONEY MARKET ACCOUNT.

(small solid bullet) To set up, complete the appropriate section on
the application.

(small solid bullet) All account owners must sign a signature card to
receive a checkbook.

(small solid bullet) You may write an unlimited number of checks.
(small solid bullet) Minimum check amount: [$___].

(small solid bullet) Do not try to close out your account by check.

(small solid bullet) To obtain more checks, call Fidelity at
1-800-544-6666.

POLICIES

The following policies apply to you as a shareholder.

STATEMENTS AND REPORTS that Fidelity sends to you include the
following:

(small solid bullet) Confirmation statements (after transactions
affecting your account balance except reinvestment of distributions in
the fund and certain transactions through automatic investment or
withdrawal programs).

(small solid bullet) Monthly or quarterly account statements
(detailing account balances and all transactions completed during the
prior month or quarter).

(small solid bullet) Financial reports (every six months).

If your ACCOUNT BALANCE falls below $2,000 for Connecticut Municipal
Money Market $10,000 for Spartan Connecticut Municipal Money Market,
or $5,000 for Spartan Connecticut Municipal Income (except accounts
not subject to account minimums), you will be given 30 days' notice to
reestablish the minimum balance. If you do not increase your balance,
Fidelity may close your account and send the proceeds to you. Your
shares will be sold at the NAV, minus the short-term trading fee, if
applicable, on the day your account is closed and, for Spartan
Connecticut Municipal Money Market, the $5.00 account closeout fee
will be charged.

(small solid bullet) The $2.00 checkwriting fee will be deducted from
your account.

(small solid bullet) The $5.00 exchange fee will be deducted from the
amount of your exchange.

(small solid bullet) The $5.00 wire transaction fee will be deducted
from the amount of your wire.

(small solid bullet) The $5.00 account closeout fee does not apply to
exchanges or wires.

Fidelity may charge a FEE FOR CERTAIN SERVICES, such as
providing historical account documents.

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

The bond fund normally declares dividends daily and pays them monthly.
The bond fund normally pays capital gai n distributions in
January and December.

Distributions you receive from each money market fund consist
primarily of dividends. Each money market fund normally declares
dividends daily and pays them monthly.

EARNING DIVIDENDS

Shares begin to earn dividends on the first business day following the
day of purchase.

Shares earn dividends until, but not including, the next business day
following the day of redemption.

DISTRIBUTION OPTIONS

When you open an account, specify on your application how you want to
receive your distributions. The following options may be available for
each fund's distributions:

1. REINVESTMENT OPTION. Your dividends and capital gain
distributions, if any, 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. (bond fund only) Your capital gain
distributions will be automatically reinvested in additional shares of
the fund. Your dividends will be paid in cash.

3. CASH OPTION. Your dividends and capital gain distributions, if
any, will be paid in cash.

Not all distribution options are available for every account. If the
option you prefer is not listed on your account application, or if you
want to change your current option, call Fidelity.

TAX CONSEQUENCES

As with any investment, your investment in a fund could have tax
consequences for you.

TAXES ON DISTRIBUTIONS. Each fund seeks to earn income and pay
dividends exempt from federal income tax and Connecticut personal
income tax.

A portion of each fund's income, and the dividends you receive, may be
subject to federal and state income taxes. Each fund's income may be
subject to the federal alternative minimum tax. Each fund may also
realize taxable income or gains on the sale of municipal bonds and may
make taxable distributions.

For federal tax purposes, each fund's distributions of short-term
capital gains and gains on the sale of bonds characterized as market
discount are taxable to you as ordinary income. Each fund's
distributions of long-term capital gains, if any, are taxable to you
generally as capital gains.

If a fund's distributions exceed its income and capital gains realized
in any year, all or a portion of those distributions may be treated as
a return of capital to shareholders for tax purposes. A return of
capital will generally not be taxable to you, but will reduce the cost
basis of your shares and result in a higher reported capital gain or a
lower reported capital loss when you sell your shares.

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

FUND SERVICES

FUND MANAGEMENT

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

FMR is each fund's manager.

As of __, [______] , FMR had approximately $ __ billion in
discretionary assets under management.

As the manager, FMR is responsible for choosing each fund's
investments and handling it s business affairs.

Fidelity Investments Money Management, Inc. (FIMM), in Merrimack, New
Hampshire, serves as sub-adviser for each fund. FIMM is primarily
responsible for choosing investments for each fund.

FIMM is an affiliate of FMR. As of __, [______] , FIMM had
approximately $____ in discretionary assets under management.

George Fischer is Vice President and manager of Spartan Connecticut
Municipal Income, which he has managed since May 1996. He also
manages several other Fidelity funds. Since joining Fidelity in 1989,
Mr. Fischer has worked as an analyst and manager.

From time to time a manager, analyst, or other Fidelity employee
may express views regarding a particular company, security, industry,
or market sector. The views expressed by any such person are the views
of only that individual as of the time expressed and do not
necessarily represent the views of Fidelity or any other person in the
Fidelity organization. Any such views are subject to change at any
time based upon market or other conditions and Fidelity disclaims any
responsibility to update such views. These views may not be relied on
as investment advice and, because investment decisions for a Fidelity
fund are based on numerous factors, may not be relied on as an
indication of trading intent on behalf of any Fidelity fund.

Each fund pays a management fee to FMR. The management fee is
calculated and paid to FMR every month.

FMR pays all of the other expenses of Spartan Connecticut Municipal
Money Market with limited exceptions.

Spartan Connecticut Municipal Money Market's annual management fee
rate is 0.50% of its average net assets.

For the fiscal year ended November 30 , 1999 , [NAMES
OF ALL-IN OR FLAT FEE FUNDS WHOSE MANAGEMENT FEES REFLECT
REIMBURSEMENT.] paid a management fee of __% of the fund's
average net assets , after reimbursement.]

For Spartan Connecticut Municipal Income and Connecticut Municipal
Money Market , the fee is calculated by adding a group fee rate to
an individual fund fee rate, dividing by twelve, and multiplying the
result by the fund's average net assets throughout the month.

The group fee rate is based on the average net assets of all the
mutual funds advised by FMR. This rate cannot rise above 0.37%, and it
drops as total assets under management increase.

For November 1999 , the group fee rate was __% for
Connecticut Municipal Money Market and the group fee rate would have
been ___% for Spartan Connecticut Municipal Income . The individual
fund fee rate is 0.25% for Connecticut Municipal Money Market and
0.25% for Spartan Connecticut Municipal Income.

The total management fee for the fiscal year ended November 30,
1999 , was __%, [after reimbursement, ] of the fund's average
net assets for Connecticut Municipal Money Market.

For the fiscal year ended November 30, 1999, Spartan Connecticut
Municipal Income paid FMR a management fee of 0.55% of the fund's
average net assets and FMR paid all of the other expenses of the fund
with limited exceptions .

On [month] [day], [year], FMR reduced the [management
fee/individual fund fee] rate for the [fund/[Name(s) of Fund(s)]] from
__% to __%.]

On [month] [day], [year], FMR reduced the group fee rate.]

FMR pays FIMM for providing assistance with investment advisory
services.

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, in the case of certain funds, may be
discontinued by FMR at any time, can decrease a fund's expenses
and boost its performance.

As of [date], approximately __% and __% of [Name of Fund]'s total
outstanding shares, respectively, were held by [FMR/FMR and [an] FMR
affiliate[s] /[an] FMR affiliate[s]].]

FUND DISTRIBUTION

Fidelity Distributors Corporation (FDC) distributes each fund's
shares.

Each fund has adopted a Distribution and Service Plan pursuant to Rule
12b-1 under the Investment Company Act of 1940 that recognizes that
FMR may use its management fee revenues, as well as its past profits
or its resources from any other source, to pay FDC for expenses
incurred in connection with providing services intended to result in
the sale of fund shares and/or shareholder support services. FMR,
directly or through FDC, may pay intermediaries, such as banks,
broker-dealers and other service -providers, that provide those
services. Currently, the Board of Trustees of each fund has authorized
such payments.

To receive payments made pursuant to a Distribution and Service Plan,
intermediaries must sign the appropriate agreement with FDC in
advance.

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

APPENDIX

FINANCIAL HIGHLIGHTS

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

[ Financial Highlights to be filed by subsequent amendment.]

You can obtain additional information about the funds. The funds' SAI
includes more detailed information about each fund and its
investments. The SAI is incorporated herein by reference (legally
forms a part of the prospectus). Each fund's annual and
semi-annual reports include a discussion of the fund's holdings and
recent market conditions and the fund's investment strategies that
affected performance.

INVESTMENT COMPANY ACT OF 1940, FILE NUMBERS, 811-2741, 811-6453

Spartan, Fidelity, Fidelity Investments and (Pyramid) Design,
Fidelity Investments, Fidelity Money Line, Fidelity Automatic Account
Builder, Fidelity On-Line Xpress+, and Directed Dividends are
registered trademarks of FMR Corp.

Fidelity Portfolio Advisory Services and FAST are service marks
of FMR Corp.

[Insert item code number] CTR/CTM-pro-0100

FIDELITY CONNECTICUT MUNICIPAL MONEY MARKET FUND

AND

SPARTAN(registered trademark) CONNECTICUT MUNICIPAL MONEY MARKET FUND

FUNDS OF FIDELITY COURT STREET TRUST II

SPARTAN CONNECTICUT MUNICIPAL INCOME FUND

A FUND OF FIDELITY COURT STREET TRUST

STATEMENT OF ADDITIONAL INFORMATION

JANUARY 26, 2000

This statement of additional information (SAI) is not a prospectus.
Portions of the funds' annual report are incorporated herein. The
annual report is supplied with this SAI.

T o obtain a free additional copy of the prospectus,
dated January 26, 2000, or an annual report, please call
Fidelity(registered trademark) at 1-800-544-8544 or visit Fidelity's
Web site at www.fidelity.com.

TABLE OF CONTENTS PAGE

Investment Policies and 20
Limitations

Special Considerations 26
Regarding Connecticut

Special Considerations 27
Regarding Puerto Rico

Portfolio Transactions 29

Valuation 31

Performance 32

Additional Purchase, Exchange 40
and Redemption Information

Distributions and Taxes 40

Trustees and Officers 41

Control of Investment Advisers 44

Management Contracts 45

Distribution Services 50

Transfer and Service Agent 51
Agreements

Description of the Trusts 51

Financial Statements 52

Appendix 52

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Fidelity Logo Graphic(registered trademark)
82 Devonshire Street, Boston, MA 02109

INVESTMENT POLICIES AND LIMITATIONS

INVESTMENT LIMITATIONS OF FIDELITY CONNECTICUT MUNICIPAL MONEY MARKET
FUND

THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:

(3) sell securities short, unless it owns, or by virtue of ownership
of other securities has the right to obtain, securities equivalent in
kind and amount to the securities sold short;

(4) purchase securities on margin, except that the fund may obtain
such short-term credits as are necessary for the clearance of
transactions;

(5) 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 the value of its total assets (less
liabilities other than borrowings). Any borrowings that come to exceed
33 1/3% of the value of the fund's total assets by reason of a decline
in total assets will be reduced within three days (exclusive of
Sundays and holidays) to the extent necessary to comply with the 33
1/3% limitation;

(7) 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 the
securities of companies whose principal business activities are in the
same industry;

(9) purchase or sell physical commodities unless acquired as a result
of ownership of securities; or

(10) 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.

(11) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company with substantially the
same fundamental investment objectives, policies, and limitations as
the fund.

THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.

(ii) 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 an 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)) .

(iv) 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.

For purposes of normally investing at least 65% of the fund's total
assets in municipal securities whose interest is exempt from
Connecticut personal income tax, FMR interprets "total assets" to
exclude collateral received for securities lending transactions.

INVESTMENT LIMITATIONS OF SPARTAN CONNECTICUT MUNICIPAL MONEY MARKET
FUND

THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:

(3) sell securities short, unless it owns or has the right to obtain
securities equivalent in kind and amount to the securities sold short;

(4) purchase securities on margin, except that the fund may obtain
such short-term credits as are necessary for the clearance of
transactions;

(6) 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;

(7) 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 the
securities of companies whose principal business activities are in the
same industry;

(9) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments; or

(11) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company with substantially the
same fundamental investment objectives, policies, and limitations as
the fund.

THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.

(iv) 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.

INVESTMENT LIMITATIONS OF SPARTAN CONNECTICUT MUNICIPAL INCOME FUND

THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:

(3) underwrite securities issued by others (except to the extent that
the fund may be deemed to be an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities);

(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;

(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; or

THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.

(vi) 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.

For purposes of limitation (i), Subchapter M generally requires the
fund to invest no more than 25% of its total assets in securities of
any one issuer and to invest at least 50% of its total assets so that
no more than 5% of the fund's total assets are invested in securities
of any one issuer. However, Subchapter M allows unlimited investments
in cash, cash items, government securities (as defined in Subchapter
M) and securities of other investment companies. These tax
requirements are generally applied at the end of each quarter of the
fund's taxable year.

For the fund's limitations on futures and options transactions, see
the section entitled "Limitations on Futures and Options Transactions"
on page 42.

FUTURES CONTRACTS. In purchasing a futures contract, the buyer agrees
to purchase a specified underlying instrument at a specified future
date. In selling a futures contract, the seller agrees to sell a
specified underlying instrument at a specified future date. The price
at which the purchase and sale will take place is fixed when the buyer
and seller enter 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.

LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS. The bond 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 Rule
4.5 under the Commodity Exchange Act, which limits the extent to which
the funds can commit assets to initial margin deposits and option
premiums.

ILLIQUID SECURITIES cannot be sold or disposed of in the ordinary
course of business at approximately the prices at which they are
valued. Difficulty in selling securities may result in a loss or may
be costly to a fund. 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
securities. In determining the liquidity of a fund's investments, FMR
may consider various factors, including (1) the frequency and volume
of trades and quotations, (2) the number of dealers and prospective
purchasers in the marketplace, (3) dealer undertakings to make a
m arket, and (4) the nature of the security and the market in
which it trades (including any demand, put or tender features, the
mechanics and other requirements for transfer, any letters of credit
or other credit enhancement features, any ratings, the number of
holders, the method of soliciting offers, the time required to dispose
of the security, and the ability to assign or offset the rights and
obligations of the security).

LOWER-QUALITY DEBT SECURITIES. Lower-quality debt securities have poor
protection with respect to the payment of interest and repayment of
principal, or may be in default. These securities are often considered
to be speculative and involve greater risk of loss or price changes
due to changes in the issuer's capacity to pay. The market prices of
lower-quality debt securities may fluctuate more than those of
higher-quality debt securities and may decline significantly in
periods of general economic difficulty, which may follow periods of
rising interest rates.

MUNICIPAL MARKET DISRUPTION RISK. The value of municipal securities
may be affected by uncertainties in the municipal market related to
legislation or litigation involving the taxation of municipal
securities or the rights of municipal securities holders in the event
of a bankruptcy. Proposals to restrict or eliminate the federal income
tax exemption for interest on municipal securities are introduced
before Congress from time to time. Proposals also may be introduced
before the Connecticut legislature that would affect the state tax
treatment of a municipal fund's distributions. If such proposals were
enacted, the availability of municipal securities and the value of a
municipal fund's holdings would be affected and the Trustees would
reevaluate the fund's investment objectives and policies. Municipal
bankruptcies are relatively rare, and certain provisions of the U.S.
Bankruptcy Code governing such bankruptcies are unclear and remain
untested. Further, the application of state law to municipal issuers
could produce varying results among the states or among municipal
securities issuers within a state. These legal uncertainties could
affect the municipal securities market generally, certain specific
segments of the market, or the relative credit quality of particular
securities. Any of these effects could have a significant impact on
the prices of some or all of the municipal securities held by a fund,
making it more difficult for a money market fund to maintain a stable
net asset value per share (NAV).

[EDUCATION. In general, there are two types of education-related
bonds; those issued to finance projects for public and private
colleges and universities, and those representing pooled interests in
student loans. Bonds issued to supply educational institutions with
funds are subject to the risk of unanticipated revenue decline,
primarily the result of decreasing student enrollment or decreasing
state and federal funding. Among the factors that may lead to
declining or insufficient revenues are restrictions on students'
ability to pay tuition, availability of state and federal funding, and
general economic conditions. Student loan revenue bonds are generally
offered by state (or substate) authorities or commissions and are
backed by pools of student loans. Underlying student loans may be
guaranteed by state guarantee agencies and may be subject to
reimbursement by the United States Department of Education through its
guaranteed student loan program. Others may be private, uninsured
loans made to parents or students which are supported by reserves or
other forms of credit enhancement. Recoveries of principal due to loan
defaults may be applied to redemption of bonds or may be used to
re-lend, depending on program latitude and demand for loans. Cash
flows supporting student loan revenue bonds are impacted by numerous
factors, including the rate of student loan defaults, seasoning of the
loan portfolio, and student repayment deferral periods of forbearance.
Other risks associated with student loan revenue bonds include
potential changes in federal legislation regarding student loan
revenue bonds, state guarantee agency reimbursement and continued
federal interest and other program subsidies currently in effect.]

[ELECTRIC UTILITIES. The electric utilities industry has been
experiencing, and will continue to experience, increased competitive
pressures. Federal legislation in the last two years will open
transmission access to any electricity supplier, although it is not
presently known to what extent competition will evolve. Other risks
include: (a) the availability and cost of fuel, (b) the availability
and cost of capital, (c) the effects of conservation on energy demand,
(d) the effects of rapidly changing environmental, safety, and
licensing requirements, and other federal, state, and local
regulations, (e) timely and sufficient rate increases, and (f)
opposition to nuclear power.]

[ HEALTH CARE. 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; other state
or local health care reform measures; medical and technological
advances which dramatically alter the need for health services or the
way in which such services are delivered; changes in medical coverage
which alter the traditional fee-for-service revenue stream; and
efforts by employers, insurers, and governmental agencies to reduce
the costs of health insurance and health care services.]

[HOUSING. Housing revenue bonds are generally issued by a state,
county, city, local housing authority, or other public agency. They
generally 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. Many 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.]

[ TRANSPORTATION. Transportation debt may be issued to
finance the construction of airports, toll roads, highways, or other
transit facilities. Airport bonds are dependent on the general
stability of the airline industry and on the stability of a specific
carrier who uses the airport as a hub. Air traffic generally follows
broader economic trends and is also affected by the price and
availability of fuel. Toll road bonds are also affected by the cost
and availability of fuel as well as toll levels, the presence of
competing roads and the general economic health of an area. Fuel costs
and availability also affect other transportation-related securities,
as do the presence of alternate forms of transportation, such as
public transportation.]

[WATER AND SEWER. Water and sewer revenue bonds are often considered
to have relatively secure credit as a result of their issuer's
importance, monopoly status, and generally unimpeded ability to raise
rates. Despite this, lack of water supply due to insufficient rain,
run-off, or snow pack is a concern that has led to past defaults.
Further, public resistance to rate increases, costly environmental
litigation, and Federal environmental mandates are challenges faced by
issuers of water and sewer bonds.]

SOURCES OF LIQUIDITY OR CREDIT SUPPORT. Issuers may employ
various forms of credit and liquidity enhancements, including letters
of credit, guarantees, puts, and demand features, and insurance
provided by domestic or foreign entities such as banks and other
financial institutions. FMR may rely on its evaluation of the credit
of the liquidity or credit enhancement provider in determining whether
to purchase a security supported by such enhancement. In evaluating
the credit of a foreign bank or other foreign entities, FMR will
consider whether adequate public information about the entity is
available and whether the entity may be subject to unfavorable
political or economic developments, currency controls, or other
government restrictions that might affect its ability to honor its
commitment. Changes in the credit quality of the entity providing the
enhancement could affect the value of the security or a fund's share
price.

A fund may renegotiate a when-issued or forward transaction and may
sell the underlying securities before delivery, which may result in
capital gains or losses for the fund.

SPECIAL CONSIDERATIONS REGARDING CONNECTICUT

[ Manufacturing has historically been of prime economic
importance to Connecticut (sometimes referred to as the "State"). The
State's manufacturing industry is diversified, with transportation
equipment (primarily aircraft engines, helicopters and submarines) the
dominant industry, followed by non-electrical machinery, fabricated
metal products and electrical equipment. As a result of a rise in
employment in service-related industries and a decline in
manufacturing employment, however, manufacturing accounted for only
17.39% of total nonagricultural employment in Connecticut in 1996.
Defense-related business represents a relatively high proportion of
the manufacturing sector. On a per capita basis, defense awards to
Connecticut have traditionally been among the highest in the nation,
and reductions in defense spending have had a substantial adverse
impact on Connecticut's economy.

The average annual unemployment rate in Connecticut increased from a
low of 3.0% in 1988 to a high of 7.6% in 1992 and, after a number of
important changes in the method of calculation, was reported to be
5.8% in 1996. Average per capita personal income of Connecticut
residents increased in every year from 1987 to 1996, rising from
$21,592 to $33,875. However, pockets of significant unemployment and
poverty exist in several Connecticut cities and towns.

At the end of the 1990-1991 fiscal year the General Fund had an
accumulated unappropriated deficit of $965,712,000. For the six fiscal
years ended June 30, 1997, the General Fund ran operating surpluses,
based on the State's budgetary method of accounting of approximately
$110,200,000, $113,500,000, $19,700,000, $80,500,000, $250,000,000 and
$262,600,000, respectively. General Fund budgets for the biennium
ending June 30, 1999, were adopted in 1997. General Fund expenditures
and revenues are budgeted to be approximately $9,550,000,000 and
$9,700,000,000 for the 1997-1998 and 1998-1999 fiscal years,
respectively. A surplus for each year is expected even though it is
currently estimated that expenses for each year will exceed budgeted
amounts by approximately $300,000,000.

During 1991, the State issued a total of $965,710,000 Economic
Recovery Notes. The notes were to be payable no later than June 30,
1996, but as part of the budget adopted for the biennium ending June
30, 1997, payment of the notes scheduled to be paid during the
1995-1996 fiscal year was rescheduled to be made over the four fiscal
years ending June 30, 1999. The outstanding notes were $78,055,000 as
of October 1, 1998.

The State's primary method for financing capital projects is through
the sale of general obligation bonds. These bonds are backed by the
full faith and credit of the State. As of October 1, 1998, the State
had authorized direct general obligation bond indebtedness totaling
$12,397,960,000, of which $10,947,625,000 had been approved for
issuance by the State Bond Commission and $9,584,857,000 had been
issued. As of October 1, 1998, net State direct general obligation
indebtedness outstanding was $6,717,837,000.

In 1995, the State established the University of Connecticut as a
separate corporate entity to issue bonds and construct certain
infrastructure improvements. The University is authorized to issue
bonds totaling $962,000,000 to finance the improvements. The
University's bonds will be secured by a State debt service commitment,
the aggregate amount of which is limited to $382,000,000 for bonds
issued in the four fiscal years ending June 30, 1999 and $580,000,000
for bonds issued in the six fiscal years ending June 30, 2005.

In addition, the State has limited or contingent liability on a
significant amount of other bonds. Such bonds have been issued by the
following quasi-public agencies: the Connecticut Housing Finance
Authority, the Connecticut Development Authority, the Connecticut
Higher Education Supplemental Loan Authority, the Connecticut
Resources Recovery Authority and the Connecticut Health and
Educational Facilities Authority. Such bonds have also been issued by
the cities of Bridgeport and West Haven and the Southeastern
Connecticut Water Authority. As of December 1, 1997, the amount of
bonds outstanding on which the State has limited or contingent
liability totaled $4,000,900,000.

In 1984, the State established a program to plan, construct and
improve the State's transportation system (other than Bradley
international Airport). The total cost of the program through June 30,
2002, is currently estimated to be $12.3 billion, to be met from
federal, state, and local funds. The State expects to finance most of
its $5.1 billion share of such cost by issuing $4.6 billion of special
tax obligation ("STO") bonds. The STO bonds are payable solely from
specified motor fuel taxes, motor vehicle receipts, and license,
permit and fee revenues pledged therefor and credited to the Special
Transportation Fund, which was established to budget and account for
such revenues.

The State's general obligation bonds are rated Aa3 by Moody's and AA
by Fitch. On October 8, 1998, Standard & Poor's upgraded its ratings
of the State's general obligation bonds from AA to AA.

The State, its officers and its employees are defendants in numerous
lawsuits. Although it is not possible to determine the outcome of
these lawsuits, the Attorney General has opined that an adverse
decision in any of the following cases might have a significant impact
on the State's financial position: (i) a class action by the
Connecticut Criminal Defense Lawyers Association claiming a campaign
of illegal surveillance activity and seeking damages and injunctive
relief; (ii) an action on behalf of all persons with traumatic brain
injury who have been placed in certain State hospitals, and other
persons with acquired brain injury who are in the custody of the
Department of Mental Health and Addiction Services claiming that their
constitutional rights are violated by placement in State hospitals
alleged not be provide adequate treatment and training, and seeking
placement in community residential settings with appropriate support
services; (iii) litigation involving claims by Indian tribes to a
portion of the State's land area; and (iv) an action by certain
students and municipalities claiming that the State's formula for
financing public education violates the State's Constitution and
seeking a declaratory judgment and injunctive relief.

As a result of litigation on behalf of black and Hispanic school
children in the City of Hartford seeking "integrated education" within
the Greater Hartford metropolitan area on July 9, 1996, the State
Supreme Court directed the legislature to develop appropriate measures
to remedy the racial and ethnic segregation in the Hartford public
schools. The Superior Court recently ordered the State to show cause
as to whether there has been compliance with the Supreme Court's
ruling. The fiscal impact of this decision might be significant but is
not determinable at this time.

The State's Department of Information Technology is reviewing the
State's Year 2000 exposure and developing plans for modification or
replacement of existing software that it believes will prevent
significant operations problems. There is a risk that the plan will
not be completed on time, that planned testing will not reveal all
problems, or that systems of others on whom the State relies will not
be timely updated. If the necessary remediations are not completed in
a timely fashion, the Year 2000 problem may have a material impact on
the operations of the State.

General obligation bonds issued by municipalities are payable
primarily from ad valorem taxes on property located in the
municipality. A municipality's property tax base is subject to many
factors outside the control of the municipality, including the decline
in Connecticut's manufacturing industry. Certain Connecticut
municipalities have experienced severe fiscal difficulties and have
reported operating and accumulated deficits. The most notable of these
is the city of Bridgeport, which filed a bankruptcy petition on June
7, 1991. The State opposed the petition. The United States Bankruptcy
Court for the District of Connecticut held that Bridgeport has
authority to file such a petition but that its petition should be
dismissed on the grounds that Bridgeport was not insolvent when the
petition was filed. State legislation enacted in 1993 prohibits
municipal bankruptcy filings without the prior written consent of the
Governor.

In addition to general obligation bonds backed by the full faith and
credit of the municipality, certain municipal authorities finance
projects by issuing bonds that are not considered to be debts of the
municipality. Such bonds may be repaid only from revenues of the
financed project, the revenues from which may be insufficient to
service the related debt obligations.

Regional economic difficulties, reductions in revenues and increases
in expenses could lead to further fiscal problems for the State and
its political subdivisions, authorities and agencies. Difficulties in
payment of debt service on borrowings could result in declines,
possibly severe, in the value of their outstanding obligations,
increases in their future borrowing costs, and impairment of their
ability to pay debt service on their obligations. ]

SPECIAL CONSIDERATIONS REGARDING PUERTO RICO

Section 30A applies only to taxable years beginning after December 31,
1995 and before January 1, 2006.

PORTFOLIO TRANSACTIONS

For the fiscal periods ended November 30, 1999 and 1998, the
portfolio turnover rates were ___% and ___%, respectively, for
S partan Connecticut Municipal Income. [Variations in turnover
rate may be due to a fluctuating volume of shareholder purchase and
redemption orders, market conditions, or changes in FMR's investment
outlook.]

[The following tables show the brokerage commissions paid by the
funds. Significant changes in brokerage commissions paid by a fund
from year to year may result from changing asset levels throughout the
year.] A fund may pay both commissions and spreads in
c onnection with the placement of portfolio transactions.]
For the fiscal years ended November 1999, 1998 and 1997 , the
funds/ [Name(s) of Fund(s)]] paid no brokerage commissions.]
[The following table shows the total amount of brokerage
commissions paid by each fund.]

Fiscal Year Ended Total Amount Paid

CT MUNI MONEY MARKET November 30

1999 $

1998

1997

SPARTAN CT MUNI MONEY MARKET

1999

1998

1997

SPARTAN CT MUNI INCOME

1999

1998

1997

[ Of the following tables, the first shows the total amount of
brokerage commissions paid by each fund to NFSC for the past three
fiscal years. The second table shows the approximate percentage of
aggregate brokerage commissions paid by a fund to NFSC for
transactions involving the approximate percentage of the aggregate
dollar amount of transactions for which the fund paid brokerage
commissions for the fiscal year ended [year].] NFSC is paid on a
commission basis].]

Fiscal Year Ended Total Amount Paid to NFSC

CT MUNI MONEY MARKET November 30

1999 $

1998

1997

SPARTAN CT MUNI MONEY MARKET

1999

1998

1997

SPARTAN CT MUNI INCOME

1999

1998

1997

Fiscal Year Ended 1999 % of Aggregate Commissions % of Aggregate Dollar Amount
Paid to NFSC of Transactions Effected
through NFSC

CT MUNI MONEY MARKET November 30 % %

SPARTAN CT MUNI MONEY MARKET November 30 % %

SPARTAN CT MUNI INCOME November 30 % %

</TABLE>

[(dagger) The difference between the percentage of aggregate
brokerage commissions paid to, and the percentage of the aggregate
dollar amount of transactions effected through, NFSC is a result of
the low commission rates charged by NFSC.]

[NFSC has used a portion of the commissions paid by [the/a] fund to
reduce that fund's [custodian or transfer agent
fees /expenses].]

[The following table shows the dollar amount of brokerage
commissions paid to firms that provided research services and the
approximate dollar amount of the transactions involved for the
fiscal year ended 1999 . ]

Fiscal Year Ended 1999 $ Amount of Commissions Paid $ Amount of Brokerage
to Firms that Provided Transactions Involved*
Research Services*

[CT MUNI MONEY MARKET November 30 $ $

[SPARTAN CT MUNI MONEY MARKET November 30

[SPARTAN CT MUNI INCOME November 30

</TABLE>

[*The provision of research services was not necessarily a factor
in the placement of all this business with such firms.]

[For the fiscal year ended ______, 199_ [the funds/[Name(s) of
Fund(s)]] paid no brokerage commissions to firms that provided
research services.]

VALUATION

E ach fund's (NAV) is the value of a single share. The NAV of
each fund is computed by adding the value of the fund's investments,
cash, and other assets, subtracting its liabilities, and dividing the
result by the number of shares outstanding.

Futures contracts and options are valued on the basis of market
quotations, if available. Securities of other open-end investment
companies are valued at their respective NAVs.

Securities of other open-end investment companies are valued at their
respective NAVs.

PERFORMANCE

A fund 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. The share price of a bond
fund, the yield of a fund, and return fluctuate in response to market
conditions and other factors, and the value of a bond fund's shares
when redeemed may be more or less than their original cost.

Y ield 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.

T he following tables show the effect of a shareholder's tax
status on effective yield under federal and state income tax laws for
2000. The second table 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 _% to _%. Of course, no assurance can be given that a fund will
achieve any specific tax-exempt yield. While a fund invests
principally in obligations whose interest is exempt from federal and
state income tax, other income received by the fund s may be
taxable. The tables do not take into account local taxes, if any,
payable on fund distributions.

Use the first table to find your approximate effective tax bracket
taking into account federal and state taxes for 2000 .

2000 TAX RATES

Taxable Income*

Single Return Joint Return Federal Marginal Rate Connecticut State Marginal Rate Combined Federal and State
Effective Rate**

$ $ % % %

</TABLE>

* N et amount subject to federal income tax after deductions and
exemptions. Assumes ordinary income only.

** E xcludes the impact of the phaseout of personal exemptions,
limitations on itemized deductions, and other credits, exclusions,
and adjustments which may increase a taxpayer's marginal tax rate.
An increase in a shareholder's marginal tax rate would increase that
shareholder's tax-equivalent yield.

Having determined your effective tax bracket, use the following table
to determine the tax-equivalent yield for a given tax-free yield.

If your combined federal and state effective tax rate in 2000
is:
% % % % %

To match these

tax-free yields: Your taxable investment would
have to earn the following
yield:

In addition to average annual returns, the fund may quote unaveraged
or cumulative returns reflecting the simple change in value of an
investment over a stated period. Average annual and cumulative 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. 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 return.
Returns may be quoted on a before-tax or after-tax basis. Returns may
or may not include the effect of the account closeout fee or the small
account fee. Excluding a fund's small account fee or account closeout
fee from a return calculation produces a higher return figure.
Returns, yield s , and other performance information may be
quoted numerically or in a table, graph, or similar illustration.

NET ASSET VALUE. Charts and graphs using the bond fund's NAVs,
adjusted NAVs, and benchmark indexes 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.

H ISTORICAL BOND FUND RESULTS. The following table shows the
fund's yield, tax-equivalent yield, and returns for the fiscal periods
ended November 30, 1999 .

HISTORICAL MONEY MARKET FUND RESULTS. The following table shows each
fund's 7-day yield, tax-equivalent yield, and returns for the fiscal
periods ended November 30, 1999.

[For Spartan Connecticut Municipal Incom e , returns do not
include the effect of the fund's 0.50% short-term trading fee,
applicable to shares held less than 180 days.]

The tax-equivalent yields for each fund are based on a combined
effective federal and state income tax rate of __% and reflect that,
as of November 30, 1999 an estimated __%, __%, and __% of each
fund's income was subject to state taxes. Note that each fund may
invest in securities whose income is subject to the federal
alternative minimum tax.

Average Annual Returns

Thirty-/Seven-Day Yield [**] Tax- Equivalent Yield One Year Five Years

Spartan CT Muni Money Market % % % %

CT Muni Money Market % % % %

Spartan CT Muni Income % % % %

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Cumulative Returns

Ten Years/ Life of Fund* One Year Five Years Ten Years/ Life of Fund*

Spartan CT Muni Money Market % % % %

CT Muni Money Market % % % %

Spartan CT Muni Income % % % %

</TABLE>

[From March 4, 1991 (commencement of operations).]

[The returns in the preceding table do not include the effect of the
$5 account closeout fee for Spartan Connecticut Municipal Money
Market .] [The returns in the preceding table include the effect of
the $5 account closeout fee based on an average size account for
Spartan Connecticut Municipal Money Market .]

[Note: If FMR had not reimbursed certain fund expenses during these
periods, the fund's returns would have been lower.]

[ Note: If FMR had not reimbursed certain fund expenses during
these periods, the fund's yield and tax equivalent yield would have
been ___% and __%, respectively. ]

The following tables show the income and capital elements of each
fund's cumulative return. The tables compare each fund's return to the
record of the Standard & Poor's 500 Index (S&P 500), the Dow Jones
Industrial Average (DJIA), and the cost of living, as mea s ured
by the Consumer Price Index (CPI), over the same period. The S&P 500
and DJIA comparisons are provided to show how each fund's return
compared to the record of a market capitalization-weighted
index of common stocks and a narrower set of stocks of major
industrial companies, respectively, over the same period. Because each
fund invests in fixed-income securities, common stocks
represent a different type of investment from the funds. Common stocks
generally offer greater growth potential than the funds, but generally
experience greater price volatility, which means greater potential for
loss. In addition, common stocks generally provide lower income than
fixed-income investments such as the funds. The S&P 500 and DJIA
returns are based on the prices of unmanaged groups of stocks and,
unlike each fund's returns, do not include the effect of brokerage
commissions or other costs of investing.

The following tables show the growth in value of a hypothetical
$10,000 investment in each fund during the 10-year period ended
November 30, 1999 , or life of each fund, as applicable,
assuming all distributions were reinvested. Returns are based on past
results and are not an indication of future performance. Tax
consequences of different investments have not been factored into the
figures below.

During the 10-year period ended November 30, 1999, a hypothetical
$10,000 investment in Connecticut Municipal Money Market would have
grown to $ .

CONNECTICUT MUNICIPAL MONEY
MARKET FUND

Period Ended Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions

1999 $ $ $ $

1998 $ $ $ $

1997 $ $ $ $

1996 $ $ $ $

1995 $ $ $ $

1994 $ $ $ $

1993 $ $ $ $

1992 $ $ $ $

1991 $ $ $ $

1990 $ $ $ $

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
CONNECTICUT MUNICIPAL MONEY INDEXES
MARKET FUND

Period Ended S&P 500 DJIA Cost of Living

1999 $ $ $

1998 $ $ $

1997 $ $ $

1996 $ $ $

1995 $ $ $

1994 $ $ $

1993 $ $ $

1992 $ $ $

1991 $ $ $

1990 $ $ $

</TABLE>

Explanatory Notes: With an initial investment of $10,000 in
Connecticut Municipal Money Market on December 1, 1989 , 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 $ .
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 $ for
dividends.[The fund did not distribute any capital gains during the
period.]

During the period from March 4, 1991 (commencement of operations)
to November 30, 1999, a hypothetical $10,000 investment in Spartan
Connecticut Municipal Money Market would have grown to $
.

SPARTAN CONNECTICUT MUNICIPAL
MONEY MARKET FUND

Period Ended Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions

1999 $ $ $ $

1998 $ $ $ $

1997 $ $ $ $

1996 $ $ $ $

1995 $ $ $ $

1994 $ $ $ $

1993 $ $ $ $

1992 $ $ $ $

1991* $ $ $ $

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
SPARTAN CONNECTICUT MUNICIPAL INDEXES
MONEY MARKET FUND

Period Ended S&P 500 DJIA Cost of Living**

1999 $ $ $

1998 $ $ $

1997 $ $ $

1996 $ $ $

1995 $ $ $

1994 $ $ $

1993 $ $ $

1992 $ $ $

1991* $ $ $

</TABLE>

* From March 4, 1991 (commencement of operations).

** From month-end closest to initial investment date.

Explanatory Notes: With an initial investment of $10,000 in Spartan
Connecticut Municipal Money Market on March 4, 1991, 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 $
. 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 $ for
dividends. [The fund did not distribute any capital gains during the
period.] [The figures in the table do not include the effect of the
fund's account closeout fee.]

During the 10-year period ended November 30, 199 9 , a
hypothetical $10,000 investment in Spartan Connecticut Municipal
Income would have grown to $ .

SPARTAN CONNECTICUT MUNICIPAL
INCOME FUND

Period Ended Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions

1999 $ $ $ $

1998 $ $ $ $

1997 $ $ $ $

1996 $ $ $ $

1995 $ $ $ $

1994 $ $ $ $

1993 $ $ $ $

1992 $ $ $ $

1991 $ $ $ $

1990 $ $ $ $

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
SPARTAN CONNECTICUT MUNICIPAL INDEXES
INCOME FUND

Period Ended S&P 500 DJIA Cost of Living

1999 $ $ $

1998 $ $ $

1997 $ $ $

1996 $ $ $

1995 $ $ $

1994 $ $ $

1993 $ $ $

1992 $ $ $

1991 $ $ $

1990 $ $ $

</TABLE>

Explanatory Notes: With an initial investment of $10,000 in
Spartan Connecticut Municipal Income on December 1, 1989, 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 $
. 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 $
for dividends and $ for capital gain distributions. [The
figures in the table do not include the effect of the fund's 0.50%
short-term trading fee applicable to shares held less than 180
days.]

PERFORMANCE COMPARISONS. A 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 I nc. (Lipper), an
independent service located in Summit, New Jersey that monitors the
performance of mutual funds. Generally, Lipper rankings are based on
return, assume reinvestment of distributions, do not take sales
charges or trading fees into consideration, and are prepared without
regard to tax consequences. Lipper may also rank based on yield. In
addition to the mutual fund rankings, a fund's performance may be
compared to stock, bond, and money market mutual fund performance
indexes prepared by Lipper or other organizations. When comparing
these indexes, it is important to remember the risk and return
characteristics of each type of investment. For example, while stock
mutual funds may offer higher potential returns, they also carry the
highest degree of share price volatility. Likewise, money market funds
may offer greater stability of principal, but generally do not offer
the higher potential returns available from stock mutual funds.

The municipal bond fund may compare its performance to the Lehman
Brothers Municipal Bond Index, a market value-weighted index for
investment-grade municipal bonds with maturities of one year or more.
Issues included in the index have been issued after December 31, 1990
and have an outstanding par value of at least $50 million. Subsequent
to December 31, 1995, zero coupon bonds and issues subject to the
alternative minimum tax are included in the index.

Spartan Connecticut Municipal Income may compare its performance to
that of the Lehman Brothers Connecticut 4 Plus Year Enhanced Municipal
Bond Index, a market value-weighted index of Connecticut
investment-grade municipal bonds with maturities of four years or
more. Issues included in the index have been issued as part of an
offering of at least $20 million, have an outstanding par value of at
least $2 million, and have been issued after December 31, 1990.

Each money market fund may compare its performance or the
performance of securities in which it may invest to averages published
by IBC Financial Data, Inc. of Ashland, Massachusetts. These averages
assume reinvestment of distributions. IBC's MONEY FUND REPORT
AVERAGES(trademark)/ All Tax-Free , which is reported in IBC's
MONEY FUND REPORT(trademark), covers over ___ tax-free money
market funds.

T he bond fund may compare and contrast in advertising the
relative advantages of investing in a mutual fund versus an individual
municipal bond. Unlike municipal bond 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 sales
charges of many municipal bond mutual funds are lower than the
purchase cost of individual municipal bonds, which are generally
subject to direct brokerage costs.

A fund may present its fund number, Quotron(trademark) number, and
CUSIP number, and discuss or quote its current portfolio manager.

VOLATILITY. The bond fund may quote various measures of volatility and
benchmark correlation in advertising. In addition, the fund may
compare these measures to those of other funds. Measures of volatility
seek to compare the fund's historical share price fluctuations or
returns to those of a benchmark. Measures of benchmark correlation
indicate how valid a comparative benchmark may be. All measures of
volatility and correlation are calculated using averages of historical
data. In advertising, a bond fund may also discuss or illustrate
examples of interest rate sensitivity.

The bond 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.

As of November 30, 1999 , FMR advised over $__ billion in
municipal fund assets, $__ billion in taxable fixed-income fund
assets, $ __ billion in money market fund assets, $ ___
billion in equity fund assets, $ __ billion in international
fund assets, and $ ___ billion in Spartan fund assets. The funds
may reference the growth and variety of money market mutual funds and
the adviser's innovation and participation in the industry. The equity
funds under management figure represents the largest amount of equity
fund assets under management by a mutual fund investment adviser in
the United States, making FMR America's leading equity (stock) fund
manager. FMR, its subsidiaries, and affiliates maintain a worldwide
information and communications network for the purpose of researching
and managing investments abroad.

In addition to performance rankings, each fund may compare its total
expense ratio to the average total expense ratio of similar funds
tracked by Lipper. A fund's total expense ratio is a significant
factor in comparing bond and money market investments because of its
effect on yield.

ADDITIONAL PURCHASE, EXCHANGE AND REDEMPTION INFORMATION

DISTRIBUTIONS AND TAXES

Interest on certain "private activity" securities 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
f or purposes of Spartan Connecticut Municipal Money Market's
policy of investing so that at least 80% of the fund's income is free
from federal income tax and Connecticut Municipal Money Market's
policy of investing so that at least 80% of its income distributions
is free from federal income tax. 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.

A portion of the gain on municipal bonds purchased at market discount
after April 30, 1993 is taxable to shareholders as ordinary income,
not as capital gains. Dividends resulting from a recharacterization of
gain from the sale of bonds purchased at market discount a fter
April 30, 1993 are not considered income for purposes of Spartan
Connecticut Municipal Money Market's policy of investing so that at
least 80% of each fund's income is free from federal income tax and
Connecticut Municipal Money Market's policy of investing so that at
least 80% of its income distributions is free from federal income tax.

CONNECTICUT TAXES. Dividends paid by a fund are not subject to the
Connecticut personal income tax on individuals, trusts and estates, to
the extent that they are designated as federally tax-exempt interest
and are derived from securities issued by or on behalf of the State of
Connecticut or its political subdivisions, instrumentalities,
authorities, districts, or similar public entities created under
Connecticut law ("Connecticut Securities") or securities the interest
on which states are prohibited from taxing by federal law. Other fund
dividends and distributions, whether received in cash or additional
shares, are subject to this tax, except that capital gains
distributions to a shareholder whose shares of the fund are held as a
capital asset are not subject to the tax to the extent they are
derived from Connecticut Securities. Dividends and distributions paid
by a fund that constitute items of tax preference for purposes of the
federal alternative minimum tax, other than any designated as
federally tax-exempt interest that are not subject to the Connecticut
personal income tax, could cause liability for the net Connecticut
minimum tax, applicable to investors subject to the Connecticut
personal income tax who are required to pay the federal alternative
minimum tax.

Dividends paid by a fund, including those that are designated as
federally tax-exempt interest, are taxable for purposes of the
Connecticut corporation business tax. However, 70% (100% if the
shareholder owns at least 20% of the total voting power and value of
the fund's shares) of amounts that are treated as dividends and not as
exempt-interest dividends or capital gain dividends for federal income
tax purposes are deductible for purposes of this tax, but no deduction
is allowed for expenses related thereto.

C APITAL GAIN DISTRIBUTIONS. Each fund's long-term capital gain
distributions are federally taxable to shareholders generally as
capital gains. Each money market fund may distribute any net realized
capital gains once a year or more often, as necessary.

[As of November 30, 199_, [the/each] [fund/[Name(s) of Fund(s)]] had a
capital loss carryforward aggregating approximately $____. This loss
carryforward, of which $___, $___, and $___will expire on November 30,
199_, ____ , and ____ , respectively, is available
to offset future capital gains.]

OTHER TAX INFORMATION. The information above is only a summary of some
of the tax consequences generally affecting each fund and its
shareholders, and no attempt has been made to discuss individual tax
consequences. It is up to you or your tax preparer to determine
whether the sale of shares of a fund resulted in a capital gain or
loss or other tax consequence to you. In addition to federal income
t axes, shareholders may be subject to state and local taxes on
fund distributions, and shares may be subject to state and local
personal property taxes. Investors should consult their tax advisers
to determine whether a fund is suitable to their particular tax
situation.

TRUSTEES AND OFFICERS

*EDWARD C. JOHNSON 3d ( 69 ), 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 Fidelity Investments Money Management, Inc. (1998),
Fidelity Management & Research (U.K.) Inc., and Fidelity Management &
Research (Far East) Inc.; and a Director of FDC. Abigail Johnson,
Member of the Advisory Board of Fidelity Court Street Trust and
Fidelity Court Street Trust II is Mr. Johnson's daughter.

ABIGAIL P. JOHNSON (37) , Member of the Advisory Board of
Fidelity Court Street Trust and Fidelity Court Street Trust
II ,(1999) is Vice President of certain Equity Funds (1997), and is
a Director of FMR Corp. (1994). Before assuming her current
responsibilities, Ms. Johnson managed a number of Fidelity funds.
Edward C. Johnson 3d, Trustee and President of the Funds, is Ms.
Johnson's father.

J. GARY BURKHEAD ( 58 ), Member of the Advisory Board (1997), is
Vice Chairman and a Member of the Board of Directors of FMR Corp.
(1997) and President of Fidelity Personal Investments and Brokerage
Group (1997). Previously, Mr. Burkhead served as President of Fidelity
Management & Research Company.

RALPH F. COX ( 67 ), Trustee, is President of RABAR Enterprises
(management consulting-engineering industry, 1994). Prior to February
1994, he was President of Greenhill Petroleum Corporation (petroleum
exploration and production). Until March 1990, Mr. Cox was President
and Chief Operating Officer of Union Pacific Resources Company
(exploration and production). He is a Director of USA Waste Services,
Inc. (non-hazardous waste, 1993), CH2M Hill Companies (engineering),
Rio Grande, Inc. (oil and gas production), and Daniel Industries
(petroleum measurement equipment manufacturer). In addition, he is a
member of advisory boards of Texas A&M University and the University
of Texas at Austin.

PHYLLIS BURKE DAVIS ( 67 ), Trustee. 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),
and previously served as a Director of Hallmark Cards, Inc.
(1985-1991) and Nabisco Brands, Inc. In addition, she is a member of
the President's Advisory Council of The University of Vermont School
of Business Administration.

ROBERT M. GATES ( 56 ), Trustee (1997), is a consultant, author,
and lecturer (1993). Mr. Gates was Director of the Central
Intelligence Agency (CIA) from 1991-1993. From 1989 to 1991, Mr. Gates
served as Assistant to the President of the United States and Deputy
National Security Advisor. Mr. Gates is a Director of LucasVarity PLC
(automotive components and diesel engines), Charles Stark Draper
Laboratory (non-profit), NACCO Industries, Inc. (mining and
manufacturing), and TRW Inc. (original equipment and replacement
products). Mr. Gates also is a Trustee of the Forum for International
Policy and of the Endowment Association of the College of William and
Mary. In addition, he is a member of the National Executive Board of
the Boy Scouts of America.

E. BRADLEY JONES ( 72 ), Trustee. Prior to his retirement in
1984, Mr. Jones was Chairman and Chief Executive Officer of LTV Steel
Company. He is a Director of TRW Inc. (original equipment and
replacement products), Consolidated Rail Corporation, Birmingham Steel
Corporation, and RPM, Inc. (manufacturer of chemical products), and he
previously served as a Director of NACCO I ndustries, Inc.
(mining and manufacturing, 1985-1995), Hyster-Yale Materials Handling,
Inc. (1985-1995), and Cleveland-Cliffs Inc. (mining), and as a Trustee
of First Union Real Estate Investments. In addition, he serves as a
Trustee of the Cleveland Clinic Foundation, where he has also been a
member of the Executive Committee as well as Chairman of the Board and
President, a Trustee and member of the Executive Committee of
University School (Cleveland), and a Trustee of Cleveland Clinic
Florida.

DONALD J. KIRK ( 67 ), Trustee, is Executive-in-Residence (1995)
at Columbia University Graduate School of Business and a financial
consultant. From 1987 to January 1995, Mr. Kirk was a Professor at
Columbia University Graduate School of Business. Prior to 1987, he was
Chairman of the Financial Accounting Standards Board. Mr. Kirk
previously served as a Director of General Re Corpo r ation
(reinsurance, 1987-1998) and Valuation Research Corp. (appraisals and
valuations, 1993-1995). He serves as Chairman of the Board of
Directors of National Arts Stabilization Inc., Chairman of the Board
of Trustees of the Greenwich Hospital Association, Director of the
Yale-New Haven Health Services Corp. (1998), a Member of the Public
Oversight Board of the American Institute of Certified Public
Accountants' SEC Practice Section (1995), and as a Public Governor of
the National Association of Securities Dealers, Inc. (1996).

*PETER S. LYNCH ( 56 ), Trustee, is Vice Chairman and Director of
FMR. Prior to May 31, 1990, he was a Director of FMR 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). 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.

WILLIAM O. McCOY ( 66 ), Trustee (1997), is the Vice President of
Finance for the University of North Carolina (16-school system, 1995).
Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman
of the Board of BellSouth Corporation (telecommunications, 1984) and
President of BellSouth Enterprises (1986). He is currently a Director
of Liberty Corporation (holding company, 1984), Weeks Corporation of
Atlanta (real estate, 1994), Carolina Power and Light Company
(electric utility, 1996), and the Kenan Transport Co. (1996).
Previously, he was a Director of First American Corporation (bank
holding company, 1979-1996). In addition, Mr. McCoy serves as a member
of the Board of Visitors for the University of North Carolina at
Chapel Hill (1994) and for the Kenan-Flager Business School
(University of North Carolina at Chapel Hill, 1988).

GERALD C. McDONOUGH ( 71 ), Trustee and Chairman of the
non-interested Trustees, is Chairman of G.M. Management Group
(strategic advisory services). Mr. McDonough is a Director of York
International Corp. (air conditioning and refrigeration), Commercial
Intertech Corp. (hydraulic systems, building systems, and metal
products, 1992), CUNO, Inc. (liquid and gas filtration products,
1996), and Associated Estates Realty Corporation (a real estate
investment trust, 1993). Mr. McDonough served as a Director of
ACME-Cleveland Corp. (metal working, telecommunications, and
electronic products) from 1987-1996 and Brush-Wellman Inc. (metal
refining) from 1983-1997.

*ROBERT C. POZEN ( 53 ), Trustee (1997) and Senior Vice
President, is also President and a Director of FMR (1997); and
President and a Director of Fidelity Investments Money Management,
Inc. (1998), Fidelity Management & Research (U.K.) Inc. (1997), and
Fidelity Management & Research (Far East) Inc. (1997). Previously, Mr.
Pozen served as General Counsel, Managing Director, and Senior Vice
President of FMR Corp.

THOMAS R. WILLIAMS ( 71 ), 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 ConAgra, Inc. (agricultural products), Georgia Power
Company (electric utility), National Life Insurance Company of
Vermont, American Software, Inc., and AppleSouth, Inc. (restaurants,
1992).

DWIGHT D. CHURCHILL ( 45 ), is Vice President of Bond Funds,
Group Leader of the Bond Group, Senior Vice President of FMR (1997),
and Vice President of FIMM (1998). Mr. Churchill joined Fidelity in
1993 as Vice President and Group Leader of Taxable Fixed-Income
Investments.

BOYCE I. GREER ( 43 ), is Vice President of Money Market Funds
(1997), Group Leader of the Money Market Group (1997), Senior Vice
President of FMR (1997), and Vice President of FIMM (1998). Mr. Greer
served as the Leader of the Fixed-Income Group for Fidelity Management
Trust Company (1993-1995) and was Vice President and Group Leader of
Municipal Fixed-Income Investments (1996-1997).

FRED L. HENNING, JR. ( 60 ), is Vice President of Fidelity's
Fixed-Income Group (1995), Senior Vice President of FMR (1995), and
Senior Vice President of FIMM (1998). Before assuming his current
responsibilities, Mr. Henning was head of Fidelity's Money Market
Division.

GEORGE A. FISCHER ( 38 ), is Vice President of Spartan
Connecticut Municipal Income Fund (1997), and other funds advised by
FMR. Mr. Fischer is also a Vice President of Fidelity Management
Trust Company, the unit of Fidelity which serves institutional
investment businesses worldwide by managing assets for corporate and
public employee retirement funds, endowments, foundations, and
other major institutions. Prior to his current responsibilities, Mr.
Fischer managed a variety of Fidelity funds.

SCOTT A. ORR (37), is Vice President of Fidelity Connecticut
Municipal Money Market Fund (1997), Spartan Connecticut Municipal
Money Market Fund (1997), and other funds advised by FMR. Prior to his
current responsibilities, Mr. Orr managed a variety of Fidelity funds.

ERIC D. ROITER ( 51 ), Secretary (1998), is Vice President (1998)
and General Counsel of FMR (1998) and Vice President and Clerk of FDC
(1998). Prior to joining Fidelity, Mr. Roiter was with the law firm of
Debevoise & Plimpton, as an associate (1981-1984) and as a partner
(1985-1997), and served as an Assistant General Counsel of the U.S.
Securities and Exchange Commission ( 1979-1981). Mr. Roiter was
an Adjunct Member, Faculty of Law, at Columbia University Law School
(1996-1997).

RICHARD A. SILVER ( 52 ), Treasurer (1997), is Treasurer of the
Fidelity funds and is an employee of FMR (1997). Before joining FMR,
Mr. Silver served as Executive Vice President, Fund Accounting &
Administration at First Data Investor Services Group, Inc.
(1996-1997). Prior to 1996, Mr. Silver was Senior Vice President and
Chief Financial Officer at The Colonial Group, Inc. Mr. Silver also
served as Chairman of the Accounting/Treasurer's Committee of the
Investment Company Institute (1987-1993).

MATTHEW N. KARSTETTER ( 38 ), Deputy Treasurer (1998), is Deputy
Treasurer of the Fidelity funds and is an employee of FMR (1998).
Before joining FMR, Mr. Karstetter served as Vice President of
Investment Accounting and Treasurer of IDS Mutual Funds at American
Express Financial Advisors (1996-1998). Prior to 1996, Mr. Karstetter
was Vice President, Mutual Fund Services at State Street Bank & Trust
(1991-1996).

STANLEY N. GRIFFITH ( 53 ), Assistant Vice President (1998), is
Assistant Vice President of Fidelity's Fixed-Income Funds (1998) and
an employee of FMR Corp.

JOHN H. COSTELLO ( 53 ), Assistant Treasurer, is an employee of
FMR.

T HOMAS J. SIMPSON (41), Assistant Treasurer (1996), is
Assistant Treasurer of Fidelity's Fixed-Income Funds (1998) and an
employee of FMR (1996). Prior to joining FMR, Mr. Simpson was Vice
President and Fund Controller of Liberty Investment Services
(1987-1995).

NED C. LAUTENBACH (55), Member of the Advisory Board (1999), has
bee a partner of Clayton, Dubilier & Rice, Inc. (private equity
investment firm) since September 1998. Mr. Lautenbach was Senior Vice
President of IBM Corporation from 1992 until his retirement in July
1998. From 1993 to 1995 he was Chairman of IBM World Trade
Corporation. He also was a member of IBM's Corporate Executive
Committee from 1994 to July 1998. He is a Director of PPG Industries
Inc. (glass, coating and chemical manufacturer), Dynatech Corporation
(global communications equipment), Eaton Corporation (global
manufacturer of highly engineered products) and ChoicePoint Inc. (data
identification, retrieval, storage, and analysis).

The following table sets forth information describing the compensation
of each Trustee and Member of the Advisory Board of each fund for his
or her services for the fiscal year ended November 30, 1999 , or
calendar year ended December 31, 1998, as applicable.

COMPENSATION TABLE

Trustees and Members of the Aggregate Compensation from Aggregate Compensation from Aggregate Compensation from
Advisory Board Spartan CT Muni Money Market CT Muni Money Market B,D Spartan CT Muni Income B,E
B,C

Edward C. Johnson 3d ** $ 0 $ 0 $ 0

Abigail P. Johnson ** $ 0 $ 0 $ 0

J. Gary Burkhead ** $ 0 $ 0 $ 0

Ralph F. Cox $ $ $

Phyllis Burke Davis $ $ $

Robert M. Gates $ $ $

E. Bradley Jones $ $ $

Donald J. Kirk $ $ $

Peter S. Lynch ** $ 0 $ 0 $ 0

William O. McCoy $ $ $

Gerald C. McDonough $ $ $

Marvin L. Mann $ $ $

Robert C. Pozen** $ 0 $ 0 $ 0

Thomas R. Williams $ $ $

Ned C. Lautenbach*** $ $ $

</TABLE>

<TABLE>
<CAPTION>
<S> <C>
Trustees and Members of the Total Compensation from the
Advisory Board Fund Complex*A

Edward C. Johnson 3d ** $ 0

Abigail P. Johnson ** $ 0

J. Gary Burkhead ** $ 0

Ralph F. Cox $ 223,500

Phyllis Burke Davis $ 220,500

Robert M. Gates $223,500

E. Bradley Jones $ 222,000

Donald J. Kirk $ 226,500

Peter S. Lynch ** $ 0

William O. McCoy $ 223,500

Gerald C. McDonough $ 273,500

Marvin L. Mann $ 220,500

Robert C. Pozen** $ 0

Thomas R. Williams $223,500

Ned C. Lautenbach*** $

</TABLE>

* Information is for the calendar year ended December 31, 1998 for 237
funds in the complex.

* * Interested Trustees of the funds, Ms. Johnson and Mr.
Burkhead are compensated by FMR.

* ** Effective October 14, 1999, Mr. Lautenbach serves as a
member of the Advisory Board.

[B Compensation figures include cash, and may include amounts
required to be deferred and amounts deferred at the election of
Trustees.]

[C The following amounts are required to be deferred by each
non-interested Trustee: Ralph F. Cox, $__; Phyllis Burke Davis,
$__;Robert M. Gates, $__; E. Bradley Jones, $__; Donald J. Kirk, $__;
William O. McCoy, $__; Gerald C. McDonough, $__; Marvin L. Mann, $__;
and Thomas R. Williams, $__.]

[F Certain of the non-interested Trustees' aggregate compensation
from [the/a] fund includes accrued voluntary deferred compensation as
follows: [trustee name, dollar amount of deferred compensation, fund
name]; [trustee name, dollar amount of deferred compensation, fund
name]; and [trustee name, dollar amount of deferred compensation, fund
name].

[ As of, [DATE] approximately __% of [Fund Name(s)]'s total
outstanding shares was held by [FMR] [[and] [an] FMR affiliate[s]].
FMR Corp. is the ultimate parent company of [FMR] [[and] [this/these]
FMR affiliate[s]]. By virtue of their ownership interest in FMR Corp.,
as described in the "Control of Investment Adviser[s]" section on page
___, Mr. Edward C. Johnson 3d, President and Trustee of the fund, and
Ms. Abigail P. Johnson, Member of the Advisory Board of the fund, may
be deemed to be a beneficial owner of these shares. As of the above
date, with the exception of Mr. Johnson 3d's and Ms. Johnson's deemed
ownership of [Fund Name(s)]'s shares, the Trustees, Members of the
Advisory Board, and officers of the funds owned, in the aggregate,
less than __% of each fund's total outstanding shares.]

[As of, [DATE], the Trustees, Members of the Advisory Board,
and officers of [the/each] fund owned, in the aggregate, less
than __ % of [[each fund/[Fund Name(s)]]'s total outstanding
shares.]

[As of [DATE], the following owned of record or beneficially 5% or
more (up to and including 25%) of [[each fund/[Fund Name(s)]] 's
outstanding shares:]

[As of [DATE], approximately ____% of [NAME OF FUND]'s total
outstanding shares were held by [NAME OF SHAREHOLDER]; approximately
___% of [NAME OF FUND]'s total outstanding shares were held by [NAME
OF SHAREHOLDER]; and approximately ___% of [NAME OF FUND]'s total
outstanding shares were held by [NAME OF SHAREHOLDER].]

CONTROL OF INVESTMENT ADVISERS

MANAGEMENT CONTRACTS

Each fund has entered into a management contract with FMR, pursuant to
which FMR furnishes investment advisory and other services.

MANAGEMENT-RE LATE D EXPENSES (CONNECTICUT MUNICIPAL MONEY MARKET
AND SPARTAN CONNECTICUT MUNICIPAL INCOME). In addition to the
management fee payable to FMR and the fees payable to the transfer,
dividend disbursing, and shareholder servicing agent, and
pricing and bookkeeping agent, each fund pays all of its expenses that
are not assumed by those parties. Each fund pays for the typesetting,
printing, and mailing of its proxy materials to shareholders, legal
expenses, and the fees of the custodian, auditor, and
non-interested Trustees. Each fund's management contract further
provides that the fund will pay for typesetting, printing, and mailing
prospectuses, statements of additional information, notices, and
reports to shareholders; however, under the terms of each fund's
transfer agent agreement, the transfer agent bears the costs of
providing these services to existing shareholders. Other expenses paid
by each fund includ e 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 securities laws and making necessary filings under state
securities laws. Each fund is also liable for such
non-recurring 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 its officers and Trustees with respect to litigation.

MANAGEMENT-RELATED EXPENSES (SPARTAN CONNECTICUT MUNICIPAL MONEY
MARKET). Under the terms of its management contract with the fund,
FMR is responsible for payment of all operating expenses of the fund
with certain exceptions. Specific expenses payable by FMR include
expenses for typesetting, printing, and mailing proxy materials to
shareholders, legal expenses, fees of the custodian, auditor, and
interested Trustees, the fund's proportionate share of insurance
premiums and Investment Company Institute dues , and the costs of
registering shares under federal securities laws and making necessary
filings under state securities laws. The fund's management contract
further provides that FMR will pay for typesetting, printing, and
mailing prospectuses, statements of addi tional information,
notices, and reports to shareholders; however, under the terms of the
fund's transfer agent agreement, the transfer agent bears the
costs of providing these services to existing shareholders. FMR also
pays all fees associated with transfer agent, divi dend
disbursing, and shareholder services and pricing and bookkeeping
services.

FMR pays all other expenses of Spartan Connecticut Municipal Money
Market with the following exceptions: fees and expenses of the
non-interested Trustees, interest, 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 its officers and Trustees with
respect to litigation.

MANAGEMENT FEES. For the services of FMR under each management
contract, Spartan Connecticut Municipal Money Market pays FMR a
monthly management fee at the annual rate of 0.50% and 0.55%,
respectively, of the fund's average net assets throughout the month.

The ma nagement fee paid to FMR by Spartan Connecticut Municipal
Money Market is reduced by an amount equal to the fees and expenses
paid by the fund to the non-interested Trustees.

For the services of FMR under the management contract, Connecticut
Municipal Money Market and Spartan Connecticut Municipal Inco me
each pays FMR a monthly management fee which has two components: a
group fee rate and an individual fund fee rate.

The group fee rate is based on the monthly average net assets of all
of the registered investment companies with which FMR has management
contracts.

<TABLE>
<CAPTION>
<S> <C> <C> <C>
GROUP FEE RATE SCHEDULE EFFECTIVE ANNUAL FEE RATES

Average Group Assets Annualized Rate Group Net Assets Effective Annual Fee Rate

0 - $3 billion .3700% $ 1 billion .3700%

3 - 6 .3400 50 .2188

6 - 9 .3100 100 .1869

9 - 12 .2800 150 .1736

12 - 15 .2500 200 .1652

15 - 18 .2200 250 .1587

18 - 21 .2000 300 .1536

21 - 24 .1900 350 .1494

24 - 30 .1800 400 .1459

30 - 36 .1750 450 .1427

36 - 42 .1700 500 .1399

42 - 48 .1650 550 .1372

48 - 66 .1600 600 .1349

66 - 84 .1550 650 .1328

84 - 120 .1500 700 .1309

120 - 156 .1450 750 .1291

156 - 192 .1400 800 .1275

192 - 228 .1350 850 .1260

228 - 264 .1300 900 .1246

264 - 300 .1275 950 .1233

300 - 336 .1250 1,000 .1220

336 - 372 .1225 1,050 .1209

372 - 408 .1200 1,100 .1197

408 - 444 .1175 1,150 .1187

444 - 480 .1150 1,200 .1177

480 - 516 .1125 1,250 .1167

516 - 587 .1100 1,300 .1158

587 - 646 .1080 1,350 .1149

646 - 711 .1060 1,400 .1141

711 - 782 .1040

782 - 860 .1020

860 - 946 .1000

946 - 1,041 .0980

1,041 - 1,145 .0960

1,145 - 1,260 .0940

over - 1,260 .0920

</TABLE>

The group fee rate is calculated on a cumulative basis pursuant to the
graduated fee rate schedule shown above on the left. The schedule
above on the right shows the effective annual group fee rate at
various asset levels, which is the result of cumulatively applying the
annualized rates on the left. For example, the effective annual fee
rate at $___ billion of group net assets - the approximate level for
November 1999 was __%, which is the weighted average of the
respective fee rates for each level of group net assets up to $__
billion.

The individual fund fee rate for Connecticut Municipal Money Market
and Spartan Connecticut Municipal Income is 0.25%. Based on the
average group net assets of the funds advised by FMR for November
1999 , each fund's annual management fee rate would be calculated
as follows:

Group Fee Rate Individual Fund Fee Rate Management Fee Rate

CT Muni Money Market 0.___% + 0.25% = 0.___%

Spartan CT Muni Income 0.___% + 0.25% = 0.___%

</TABLE>

One-twelfth of the management fee rate is applied to each
fund's average net assets for the month, giving a dollar amount which
is the fee for that month.

The following table shows the amount of management fees paid by
each fund to FMR for the past three fiscal years and the amount of
credits reducing management fees for Spartan Connecticut Municipal
Money Market [and Spartan Connecticut Municipal Income].

Fund Fiscal Years Ended November 30 [Amount of Credits Reducing Management Fees Paid to FMR
Management Fees]

CT Muni Money Market 1999 $ $ [ ]

1998 $ $ [ ]

1997 $ $ [ ]

Spartan CT Muni Money Market 1999 $ $ [*]

1998 $ $ [*]

1997 $ $ [*]

Spartan CT Muni Income 1999 $ $ [*]
[(dagger)]

1998 $ $ [*]

1997 $ $ [*]

</TABLE>

* After reduction of fees and expenses paid by the fund to the
non-interested Trustees.

[[(dagger)] On [month] [day], 19__, FMR reduced the [management
fee/individual fund fee] rate paid by [Name(s) of Fund(s)] from __% to
__%.]

[(dagger)] Prior to January 1, 2000 , Spartan Connecticut
Municipal Income paid FMR a monthly management fee at an annual
rate of __% of the fund's average net assets throughout the month. FMR
paid all of the other expenses of the fund with limited exceptions.
The management fee paid to FMR for periods prior to January 1, 2000
was reduced by an amount equal to the fees and expenses paid by the
fund to the non-interested Trustees.

FMR may, from time to time, voluntarily reimburse all or a portion of
a fund's operating expenses (exclusive of interest, taxes, brokerage
commissions, and extraordinary expenses) which is subject to revision
or discontinuance. FMR retains the ability to be repaid for
these expense reimbursements in the amount that expenses fall below
the limit prior to the end of the fiscal year.

Expense reimbursements by FMR will increase a fund's returns and
yield, and repayment of the reimbursement by a fund will lower its
returns and yield.

FMR [voluntarily] agreed to reimburse [[certain of] the
fund[s]/[Name(s) of Fund(s)]] if and to the extent that [its/the
fund's] aggregate operating expenses, including management fees, were
in excess of an annual rate of its average net assets. The table[s]
below show[s] the period[s] of reimbursement and level[s] of expense
limitation[s] [for the applicable fund[s]]; the dollar amount of
management fees incurred under [the/each] fund's contract before
reimbursement; and the dollar amount of management fees reimbursed by
FMR under the expense reimbursement for [the/each] period.]

[The reimbursement arrangement that is in effect for [[the
fund/[Name(s) of Fund(s)]] will continue through [month] [day], 19__,
after which time FMR may elect to discontinue it.]

Period[s] of Expense Limitation Aggregate Operating Expense Fiscal Years Ended November 30
From To Limitation

[Fund Name] Month, day, year Month, day, year % 1999

Month, day, year Month, day, year % 1998

Month, day, year Month, day, year % 1997

Month, day, year Month, day, year % 1999

Month, day, year Month, day, year % 1998

Month, day, year Month, day, year % 1997

Month, day, year Month, day, year % 1999

Month, day, year Month, day, year % 1998

Month, day, year Month, day, year % 1997

</TABLE>

Management Fee Before Amount of Management Fee
Reimbursement Reimbursement

[Fund Name] $ [*] $

$ [*] $

</TABLE>

* After reduction of fees and expenses paid by the fund to the
non-interested Trustees.

SUB-ADVISER. FMR has entered into a sub-advisory agreement with
FIMM pursuant to which FIMM has primary responsibility for choosing
investments for each fund. Prior to January 23, 1998, FMR Texas Inc.
(FMR Texas) had primary responsibility for providing investment
management services to money market fund. On January 23, 1998, FMR
Texas was merged into FIMM, which succeeded to the operations of
FMR Texas.

Under the terms of the sub-advisory agreement, FMR pays FIMM fees
equal to 50% of the management fee payable to FMR under its management
contract with each fund. The fees paid to FIMM are not reduced by any
voluntary or mandatory expense reimbursements that may be in effect
from time to time.

Fees paid to FMR Texas and FIMM by FMR on behalf of the
money market funds for the past three fiscal years are shown in
the table below.

Fund Fiscal Year Ended November 30 Fees Paid to FMR Texas Fees Paid to FIMM

CT Muni Money Market 1999 $ $

1998 $ $

1997 $ $

Spartan CT Muni Money Market 1999 $ $

1998 $ $

1997 $ $

</TABLE>

On behalf of Spartan Connnecticut Municipal Income , for the
fiscal years ended, November 30, 1998 and 1999 FMR paid FIMM a
fee of $______ .

DISTRIBUTION SERVICES

[Payments made by FMR either directly or through FDC to
intermediaries for the fiscal year ended [year] amounted to $____ [for
[Fund Name]], $____ [for [Fund Name]], and $_____ [for [Fund
Name]].

[FMR made no payments [either directly or through FDC to
intermediaries for the fiscal year ended [year]. ]

The 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. 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.

TRANSFER AND SERVICE AGENT AGREEMENTS

Each fund has entered into a transfer agent agreement with
Citibank, N.A., which is located at 111 Wall Street, New York, New
York. Under the terms of the agreements, Citibank, N.A. provides
transfer agency, dividend disbursing, and shareholder services for
each fund. Citibank, N.A. in turn has entered into sub-transfer agent
agreements with FSC , an affiliate of FMR. Under the terms
of the sub-agreements, FSC performs all processing activities
associated with providing these services for each fund and receives
all related transfer agency fees paid to Citibank, N.A.

FSC also collects small account fees from certain accounts with
balances of less than $2,500.

In addition, FSC collects a $5.00 exchange fee for each exchange out
of Spartan Connecticut Municipal Money Market.

FSC also collects Spartan Connecticut Municipal Money Market's $5.00
account closeout fee.

FSC also collects Spartan Connecticut Municipal Money Market's $2.00
checkwriting fee.

FSC also collects Spartan Connecticut Municipal Money Market's $5.00
wire transaction fee.

In addition, Citibank, N.A. receives the pro rata portion of
the transfer agency fees applicable to shareholder accounts in a
qualified state tuition program (QSTP), as defined under the Small
Business Job Protection Act of 1996, managed by FMR or an affiliate
and each Fidelity Freedom Fund, a fund of funds managed by an FMR
affiliate, according to the percentage of the QSTP's or Freedom Fund's
assets that is invested in a fund.

Each fund has also entered into a service agent agreement with
Citibank, N.A. Under the terms of the agreements, Citibank, N.A.
provides pricing and bookkeeping services for each fund. Citibank,
N.A. in turn has entered into sub-service agent agreements with
FSC. Under the terms of the sub-agreements, FSC performs all
processing activities associated with providing these services,
including calculating the NAV and dividends for each fund and
maintaining each fund's portfolio and general accounting records, and
receives all related pricing and bookkeeping fees paid to Citibank,
N.A.

For providing pricing and bookkeeping services, FSC receives a monthly
fee based on each fund's average daily net assets throughout the
month.

The annual rates for pricing and bookkeeping services for the
domestic fixed-income fund are 0.0275% of the first $500 million of
average net assets, 0.0175% of average net assets between $500 million
and $3 billion, and 0.0010% of average net assets in excess of $3
billion. The fee, not including reimbursement for out-of-pocket
expenses, is limited to a minimum of $60,000 per year.

T he annual rates for pricing and bookkeeping services for money
market funds are 0.0150% of the first $500 million of average net
assets, 0.0075% of average net assets between $500 million and $10
billion, and 0.0010% of average net assets in excess of $10 billion.
The fee, not including reimbursement for out-of-pocket expenses, is
limited to a minimum of $40,000 per year.

Pricing and bookkeeping fees, including reimbursement for
out-of-pocket expenses, paid by the funds to FSC for the past
three fiscal years are shown in the table below.

Fund 1999 1998 1997

CT Muni Money Market $ $ $

For Spartan Connecticut Municipal Money Market , FMR bears the
cost of transfer agency, dividend disbursing, and shareholder services
and pricing and bookkeeping services under the terms of its management
contract with each fund.

DESCRIPTION OF THE TRUSTS

TRUST ORGANIZATION. Spartan Connecticut Municipal Income Fund is a
fund of Fidelity Court Street Trust, an open-end management investment
company organized as a Massachusetts business trust on April 21, 1977.
Currently, there are four funds in Fidelity Court Street Trust:
Spartan Connecticut Municipal Income Fund, Spartan Municipal Income
Fund, Spartan Florida Municipal Income Fund, and Spartan New Jersey
Municipal Income Fund. The Trustees are permitted to create additional
funds in the trust.

Spartan Connecticut Municipal Money Market Fund and Fidelity
Connecticut Municipal Money Market Fund are funds of Fidelity Court
Street Trust II, an open-end management investment company organized
as a Delaware business trust on June 20, 1991. Currently, there are
five funds of Fidelity Court Street Trust II: Fidelity Connecticut
Municipal Money Market Fund, Spartan Connecticut Municipal Money
Market Fund, Spartan New Jersey Municipal Money Market Fund, Spartan
Florida Municipal Money Market Fund, and Fidelity New Jersey Municipal
Money Market Fund. The Trustees are permitted to create additional
funds in the trust.

The Declaration of Trust contains an express disclaimer of
shareholder liability for the debts, liabilities, obligations, and
expenses of the trust or fund. The Declaration of Trust provides
that the Massachusetts 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 Massachusetts trust or its Trustees relating
to the trust or to a fund shall inc lude a provision limiting
the obligations created thereby to the Massachusetts trust or to one
or more funds and its or their assets. The Declaration of
Trust further provides that shareholders of a fund shall not have a
claim on or right to any assets belonging to any other fund.

The Declaration of Trust provides for idemnification out of each
fund's property of any shareholder or former shareholder held
personally liable for the obligations of the fund solely by reason of
his or her being or having been a shareholder and not because of his
or her acts or omissions or for some other reason. 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 a 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.

The shares have no preemptive or conversion rights. Shares are fully
paid and nonassessable, except as set forth under the heading
"Shareholder Liability" above.

The trust or any of its funds may be terminated upon the sale of
its assets to, or merger with, another open-end management investment
company or series thereof, or upon liquidation and distribution of its
assets. Generally, the merger of the trust or a fund with another
entity or the sale of substantially all of the assets of the trust or
a fund to another entity requires approval by a vote of shareholders
of the trust or the fund. The Trustees may, however, reorganize or
terminate the trust or any of its funds without prior shareholder
approval. In the event of the dissolution or liquidation of the trust,
shareholders of each of its funds are entitled to receive the
underlying assets of such fund available for distribution. In the
event of the dissolution or liquidation of a fund, shareholders of
that fund are entitled to receive the underlying assets of the fund
available for distribution.

The shares have no preemptive or conversion rights. Shares are fully
paid and nonassessable, except as set forth under the heading
"Shareholder Liability" above.

CUSTODIAN. Citibank, N.A., 111 Wall Street, New York, New
York, is custodian of the assets of the funds. The custodian is
responsible for the safekeeping of a fund's assets and the appointment
of any subcustodian banks and clearing agencies.

FMR, its officers and directors, its affiliated companies, and members
of the Board of Trustees may, from time to time, conduct transactions
with various banks, including banks serving as custodians for certain
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.

AUDITOR.[ ] serves as independent accountant for
each fund. The auditor examines financial statements for the funds
and provides other audit, tax, and related services.

FINANCIAL STATEMENTS

Each fund's financial statements and financial highlights for the
fiscal year ended November 30, 199 9 , and report of the auditor,
are included in the fund's annual report and are incorporated herein
by reference.

APPENDIX

Spartan, Fidelity, Fidelity Investments and (Pyramid) Design, and
Fidelity Focus are registered trademarks of FMR Corp.

THE THIRD PARTY MARKS APPEARING ABOVE ARE THE MARKS OF THEIR
RESPECTIVE OWNERS.

SPARTAN(registered trademark)
FLORIDA MUNICIPAL
FUNDS

SPARTAN FLORIDA MUNICIPAL MONEY MARKET FUND
(fund number 428, trading symbol FSFXX)

SPARTAN FLORIDA MUNICIPAL INCOME FUND
(fund number 427, trading symbol FFLIX)

PROSPECTUS

JANUARY 26, 2000

(fidelity_logo_graphic)(registered trademark)
82 Devonshire Street, Boston, MA 02109

CONTENTS

FUND SUMMARY 2 INVESTMENT SUMMARY

3 PERFORMANCE

4 FEE TABLE

FUND BASICS 6 INVESTMENT DETAILS

8 VALUING SHARES

SHAREHOLDER INFORMATION 8 BUYING AND SELLING SHARES

15 EXCHANGING SHARES

15 ACCOUNT FEATURES AND POLICIES

19 DIVIDENDS AND CAPITAL GAIN
DISTRIBUTIONS

19 TAX CONSEQUENCES

FUND SERVICES 19 FUND MANAGEMENT

20 FUND DISTRIBUTION

APPENDIX 20 FINANCIAL HIGHLIGHTS

FUND SUMMARY

INVESTMENT SUMMARY

INVESTMENT OBJECTIVE

SPARTAN FLORIDA MUNICIPAL MONEY MARKET FUND seeks as high a level of
current income exempt from federal income tax, as is consistent with
preservation of capital and liquidity.

PRINCIPAL INVESTMENT STRATEGIES

Fidelity Management & Research Company (FMR)'s principal investment
strategies include:

(small solid bullet) Normally investing in municipal money
market securities, including shares of a municipal money market
fund managed by an affiliate of FMR.

(small solid bullet) Normally investing at least 65% of total
assets in municipal securities exempt from the Florida intangible tax.

(small solid bullet) Normally investing so that at least 80% of
fund's income distributions is exempt from federal income tax.

(small solid bullet) Potentially investing more than 25% of total
assets in municipal securities that finance similar types of projects.

(small solid bullet) Investing in compliance with industry-standard
requirements for money market funds for the quality, maturity and
diversification of investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a money market security to decrease.

(small solid bullet) FOREIGN EXPOSURE. Entities located in foreign
countries can be affected by adverse political, regulatory, market or
economic developments in those countries.

(small solid bullet) GEOGRAPHIC CONCENTRATION. Unfavorable political
or economic conditions within Florida can affect the credit quality of
issuers located in that state.

INVESTMENT OBJECTIVE

SPARTAN FLORIDA MUNICIPAL INCOME FUND seeks the highest level of
current income exempt from federal income tax.

PRINCIPAL INVESTMENT STRATEGIES

Fidelity Management & Research Company (FMR )'s principal
investment strategies include:

(small solid bullet) Normally i nvesting in investment-grade
municipal debt securities (those of medium and high quality).

(small solid bullet) Normally investing at least 65% of total
assets in municipal securities exempt from the Florida intangible tax.

(small solid bullet) Normally investing at least 80% of assets in
municipal securities whose interest is exempt from federal income
tax.

(small solid bullet) Potentially investing more than 25% of total
assets in municipal securities that finance similar types of projects.

(small solid bullet) Managing the fund to have similar overall
interest rate risk to the Lehman Brothers Florida Municipal Bond
Index.

(small solid bullet) Allocating assets across different market sectors
and maturities.

(small solid bullet) Analyzing a security's structural fea tures
and current pricing, trading opportunities, and the credit quality of
its issuer to select investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a debt security to decrease.

(small solid bullet) GEOGRAPHIC CONCENTRATION. Unfavorable political
or economic conditions within Florida can affect the credit quality of
issuers located in that state.

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

When you sell your shares of the fund, they could be worth more or
less than what you paid for them.

PERFORMANCE

The following information illustrates the changes in e ach
fund' s performance from year to year and compares the bond
fund's performance to the performance of a market inde x and an
average of the performance of similar funds over various periods of
time. Spartan Florida Municipal Income a lso compares its
performance to the performance of an additional index over various
periods of time. Data for the additional index for Spartan Florida
Municipal Income is available only from June 30, 1993 to the
present . Returns are based on past results and are not an
indication of future performance.

YEAR-BY-YEAR RETURNS

The returns in the chart do not include the effect of Spartan Florida
Municipal Money Market's account closeout fee. If the effect of the
fee were reflected, returns would be lower than those shown.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SPARTAN FL MUNI MONEY MARKET

Calendar Years 199 199 199 199 199 199 199 199 1997 1998

% % % % % % % % % %

</TABLE>

DURING THE PERIODS SHOWN IN THE CHART FOR SPARTAN FL MUNI MONEY
MARKET, THE HIGHEST RETURN FOR A QUARTER WAS __% (QUARTER ENDING
[CALENDAR QUARTER: [MONTH][DATE]], [YEAR]) AND THE LOWEST RETURN FOR A
QUARTER WAS __% (QUARTER ENDING [CALENDAR QUARTER: [MONTH][DATE]],
[YEAR]).

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SPARTAN FL MUNI INCOME

Calendar Years 199 199 199 199 199 199 199 199 1997 1998

% % % % % % % % % %

</TABLE>

DURING THE PERIODS SHOWN IN THE CHART FOR SPARTAN FL MUNI INCOME,
THE HIGHEST RETURN FOR A QUARTER WAS __% (QUARTER ENDING [CALENDAR
QUARTER: [MONTH][DATE]], [YEAR]) AND THE LOWEST RETURN FOR A QUARTER
WAS __% (QUARTER ENDING [CALENDAR QUARTER: [MONTH][DATE]],
[YEAR]).

AVERAGE ANNUAL RETURNS

[The returns in the following table do not include the effect of the
$5 account closeout fee for Spartan Florida Municipal Money
Marke t.] [The returns in the following table include the effect of
the $5 account closeout fee based on an average account size for
Spartan Florida Munici pal Money Market.]

For the periods ended Past 1 year Past 5 years Life of fund
December 31, 1999

Spartan FL Muni Money Market % % %

Spartan FL Muni Income % % %

Lehman Brothers Muni Bond Index % % %

Lehman Brothers FL Muni Bond % % %
Index

Lipper FL Muni Debt Funds % % %
Average

[X]FROM [COMMENCEMENT OF OPERATIONS DATE].

If FMR had not reimbursed certain fund expenses during these periods,
[the/each fund/[Name(s) of Fund(s) in Reimbursement]]'s returns
would have been lower.

The Lehman Brothers Municipal Bond Index is a market value-weighted
index of investment-grade municipal bonds with maturities of one
year or more.

The Lehman Brothers Florida Municipal Bond Index is a market
value-weighted index of Florida investment-grade municipal
bonds with maturities of one year or more.

The Lipper Funds Average reflects the performance (excluding sales
charges) of mutual funds with similar objectives.

FEE TABLE

The following table describes the fees and expenses that are incurred
when you buy, hold, or sell shares of a fund. The annual fund
operating expenses provided below for [[t he each]fund/[Name(s) of
Fund(s)]] are based on historical expenses, adjusted to reflect
current fees.] [The annual fund operating expenses provided below for
[[the/each]fund/[Name(s) of Fund(s)]] do not reflect the effect of any
[expense reimbursements] [[or] reduction of certain expenses] during
the period.] The annual fund operating expenses provided below for
[[the/each]fund/[Name(s) of Fund(s)]] are based on historical
expenses.]

SHAREHOLDER FEES (PAID BY THE INVESTOR DIRECTLY)

Sales charge (load) on None
purchases and reinvested
distributions

Deferred sales charge (load) None
on redemptions

Redemption fee on shares
held less than 180 days (as
a % of amount redeemed)

for Spartan Florida Municipal 0.50%
Income only

Exchange fee

for Spartan Florida Municipal $5.00
Money Market onlyA,B

Wire transaction fee

for Spartan Florida Municipal $5.00
Money Market onlyA

Checkwriting fee, per check
written

for Spartan Florida Municipal $2.00
Money Market onlyA

Account closeout fee

for Spartan Florida Municipal $5.00
Money Market onlyA

Annual account maintenance $12.00
fee (for accounts under
$2,500)

[A]THE FEES FOR INDIVIDUAL TRANSACTIONS ARE WAIVED IF YOUR ACCOUNT
BALANCE AT THE TIME OF THE TRANSACTION IS $50,000 OR MORE.

[B]YOU WILL NOT PAY AN EXCHANGE FEE IF YOU EXCHANGE THROUGH ANY OF
FIDELITY'S AUTOMATED EXCHANGE SERVICES.

ANNUAL FUND OPERATING EXPENSES (PAID FROM FUND ASSETS)

SPARTAN FL MUNI MONEY MARKET Management fee %

Distribution and Service None
(12b-1) fee

Other expenses %

Total annual fund operating %
expenses [A]

SPARTAN FL MUNI INCOME Management fee %

Distribution and Service None
(12b-1) fee

Other expenses %

Total annual fund operating %
expenses [A]

[A] EFFECTIVE JANUARY 1, 2000 , FMR HAS AGREED TO REIMBURSE THE
FUND TO THE EXTENT THAT TOTAL OPERATING EXPENSES (EXCLUDING INTEREST,
TAXES, BROKERAGE COMMISSIONS AND EXTRAORDINARY EXPENSES, AS A
PERCENTAGE OF ITS AVERAGE NET ASSETS, EXCEED 0.53 %. THIS
ARRANGEMENT WILL REMAIN IN EFFECT THROUGH DECEMBER 31, 2000.

[A portion of the brokerage commissions that certain funds pay is
used to reduce each of those fund's expenses. [In addition,] [O/o]n
behalf of [Name(s) of Fund(s) with All-Inclusive Fee], FMR has entered
into arrangements with [the/each] fund's custodian and transfer
agent whereby credits realized as a result of uninvested cash balances
are used to reduce fund expenses. [Each of] [Name(s) of Fund(s)
with Flat/Group Fee] has entered into arrangements with its custodian
and transfer agent whereby credits realized as a result of uninvested
cash balances are used to reduce custodian and transfer agent
expenses.] Including [these/this ] reduction[s], the total [fund]
operating expenses [IF APPLICABLE: , after reimbursement [for
[Name(s) of fund(s) in reimbursement]],] would have been __% for [Fund
Name] and __% for [Fund Name].]]

This EXAMPLE helps you compare the cost of investing in the funds with
the cost of investing in other mutual funds.

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

Account open Account closed

SPARTAN FL MUNI MONEY MARKET 1 year $ $

3 years $ $

5 years $ $

10 years $ $

SPARTAN FL MUNI INCOME 1 year $ $

3 years $ $

5 years $ $

10 years $ $

FUND BASICS

INVESTMENT DETAILS

INVESTMENT OBJECTIVE

SPARTAN FLORIDA MUNICIPAL MONEY MARKET FUND seeks as high a level of
current income exempt from federal income tax, as is consistent with
preservation of capital and liquidity.

PRINCIPAL INVESTMENT STRATEGIES

FMR normally invests the fund's assets in munic ipal money
market securities, including shares of a municipal money market
fund managed by an affiliate of FMR.

FMR normally invests at least 65% of the fund's total assets in
municipal securities exempt from the Florida intangible tax and
invests the fund's assets so that at least 80% of the fund's income
distributions is exempt from federal income tax. Municipal securities
exempt from the Florida intangible tax and whose interest is exempt
from federal income tax include securities issued by U.S. territories
and possessions, such as Gu am, the Virgin Isla nds, and Puerto
Rico, and their political subdivisions and public corporations.

FMR may invest the fund's assets in municipal securities subject to
the Florida intangible tax, but expects the fund to be exempt from the
Florida intangible tax. Alth ough FMR does not currently intend
to invest the fund's assets in municipal securities whose interest is
subject to federal income tax, FMR may invest all of the fund's assets
in municipal securities whose interest is subject to the federal
alternative minimum tax.

FMR may invest more than 25% of the fund's total assets in municipal
securities that finance similar projects, such as those relating to
education, health c are, transpo rtation, and utilities.

In buying and selling securities for the fund, FMR complies with
industry-standard requirements for money market funds reg ardi ng
the quality, maturity, and diversification of the fund's investments.
FMR stresses maintaining a stable $1 .00 sh are price, liquidity,
and income.

INVESTMENT OBJECTIVE

SPARTAN FLORIDA MUNICIPAL INCOME FUND seeks the h igh est level
of current inc ome exempt from federal income tax.

PRINCIPAL INVESTMENT STRATEGIES

FMR normally invests the fund's assets in investment-grade municipal
debt securities (those of medium and high quality).

FMR normally invests at least 65% of the fund's total assets in
municipal securities exempt from the Florida intangible tax an d
normally invests at least 80% of the fund's assets in municipal
securities whose interes t is exempt from federal income tax.
Municipal securities exempt from the Florida intangible tax and whose
interest is exempt from federal income tax include securities issued
by U.S. territories and possessions, such as Guam, the Virgin
Islands, and Puerto Rico, and their political subdivisions and public
corporations.

FMR may invest the fund's assets in municipal securities subject to
the Florida intangible tax, but expects the fund to be exempt from the
Florida intangible tax. Although FMR does not currently intend
to invest the fund's assets in municipal securities whose interest is
subject to federal income tax, FMR may invest all of the fund's assets
in municipal securities whose interest is subject to the federal
alternative minimum tax.

FMR may invest more than 25% of the fund's total assets in municipal
securities that finance similar projects, such as those relating to
education, health car e, transportation, and utilities.

FMR uses the Lehman Brothers Florida Municipal Bond Index as a guide
in structuring the fund and selecting its investments. FMR manages the
fund to have similar overall interest rate risk to the index. As of
November 30, 1999 , the dollar-weighted average maturity of the
fund and the index was approximately __ and __ years,
respectively.

Because the fund is considered non-diversified, FMR may invest a
significant percentage of the fund's assets in a single issuer.

FMR may use various techniques, such as buying and selling futures
contracts, to increase or decrease the fund's exposure to changing
security prices, interest rat es, or other factors that affect
security values. If FMR's strategies do not work as intended, the fund
may not achieve its objective.

DESCRIPTION OF PRINCIPAL SECURITY TYPES

DEBT SECURITIES are used by issuers to borrow money. The issuer
usually pays a fixed, variable, or floating rate of i nterest,
and must repay the amount borrowed at the maturity of the security.
Some debt securities, such as zero coup on bon ds, do not pay
current interest but are sold at a discount from their face values.
Municipal debt securities include general obligation bonds of
municipalities, local or state govern ments, project or
revenue-s pecific bonds, or pre-refunded or escrowed bonds.

MONEY MARKET SECURITIES are high-quality, short-term s ecurities
that pay a fixed, variable, or floating interest rate. Securities are
often specifically structured so that they are eligible investments
for a money market fund. For example, in order to satisfy the maturity
restrictions for a money market fund, some money market securities
have demand or put features which have the effect of shortening the
security's maturity. Municipal money market securities include
variable rate demand notes, commercial paper , m unicipal notes,
and shares of m uni cipal money market funds.

PRINCIPAL INVESTMENT RISKS

Many factors affect each fund's performance. Because FMR concentrates
each fund's investments in Florida, the fund's performance is expected
to be closely tied to economic and political conditions within that
state and to be more volatile than the performance of a more
geographically diversified fund.

The money market fund's yield will change daily based on changes in
interest rates and other market conditions. Although the fund is
managed to maintain a stable $1.00 share price, there is no guarantee
that the fund will be able to do so. For example, a major increase in
interest rates or a decrease in the credit quality of the issuer of
one of the fund's investments could cause the fund's share price to
decrease. While the fund will be charged premiums by a mutual
insurance company for coverage of specified types of losses related to
default or bankruptcy on certain securities, the fund may incur losses
regardless of the insurance.

The bond fund's yield and share price change daily based on changes in
interest rates and market conditions and in resp onse to other
economic, political, or financial developments. The fund's reaction to
these developments will be affected by the types and maturities of
securities in which the fund invests, the financial condition,
industry and economic sector, and geographic location of an issuer,
and the fund's level of investment in the securities of that
issuer. Because FMR may invest a significant percentage of the
fund's assets in a single issuer, the fund's performance could be
closely tied to the market value of that one issuer and could be more
volatile than the performance of more diversified funds . When you
sell your shares of the fund, they could be worth more or less than
what you paid for them.

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

MUNICIPAL MARKET VOLATILITY. Municipal securities can be significantly
affected by political changes as well as uncertainties in the
municipal market related to taxation, legislative changes, or the
rights of municipal security holders. Because many municipal
securities are issued to finance similar projects, especially those
relating to education, health care, transpo rtation, and
utilities, conditions in those sectors can affect the overall
municipal market. In addition, changes in the financial condition of
an individual municipal insurer can affect the overall municipal
market.

FOREIGN EXPOSURE. Entities located in foreign countries that provide
credit support or a maturity-shortening structure can involve
increased risks. Extensive public information about the provider may
not be available and unfa vorable political, economic, or
governmental developments could affect the value of the security.

GEOGRAPHIC CONCENTRATION. Because of the importance of foreign trade,
agriculture, construction, and tourism in Florida, the State's economy
is sensitive to trends in these industries.

ISSUER-SPECIFIC CHANGES. Changes in the financial condition of an
issuer, changes in specific economic or political conditions that
affect a particular type of s ecurity or issuer, and changes in
general economic or political conditions can affect the credit quality
or value of an issuer's securities. Lower-quality debt securities
(those of less than investment-grade quality) tend to be more
sensitive to these changes than higher-quality debt securities.
Entities providing credit support or a maturity-shortening structure
also can be affected by these types of changes. Municipal securities
backed by current or anticipated revenues from a specific project or
specific assets can be negatively affected by the discontinuance of
the taxation supporting the project or assets or the inability to
collect revenues for the project or from the assets. If the Internal
Revenue Service determines an issuer of a municipal security has not
complied with applicable tax requirements, interest from the security
could become taxable and the security could decline significantly in
value. In addition, if the structure of a security fails to function
as intended, interest from the security could become taxable or the
security could decline in value.

In response to market, economic, political, or oth er
conditions, FMR may temporarily use a different investment strategy
for defensive purposes. If FMR does so, different factors could affect
a fund's per formance, and a fund could distribute income
subject to federal income tax or be subject to the Florida intangible
tax.

FUNDAMENTAL INVESTMENT POLICIES

The policies discussed below are fundamental, that is, subject to
change only by shareholder approval.

SPARTAN FLORIDA MUNICIPAL MONEY MARKET FUND seeks as high a level of
current income, exempt from federal income tax, as is consistent with
preservation of capital and liquidity by investing in high-quality,
short-term municipal obligations. The fund will normally invest so
that at least 80% of its income distributions are free from federal
income tax.

SPARTAN FLORIDA MUNICIPAL INCOME FUND seeks the highest level of
current income e xempt from federal income tax.

VALUING SHARES

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

The money market fund's assets are valued on the basis of amortized
cost.

The bond fund's assets are valued primarily on the basis of
information furnished by a pricing service or market quotations. If
market quotations or information furnished by a pricing service is
not readily available for a security or if a security's value has
been materially affected by events occurring after the close of the
exchange or market on which the security is principally traded, that
security may be valued by another method that the Board of Trustees
believes accurately reflects fair value. A security's valuation may
differ depending on the method used for determining value.

SHAREHOLDER INFORMATION

BUYING AND SELLING SHARES

GENERAL INFORMATION

For account, product and service information, please use the following
Web site and phone numbers:

(small solid bullet) For information over the Internet, visit
Fidelity's Web site at www.fidelity.com.

(small solid bullet) For accessing account information automatically
by phone, use Fidelity Automated Service Telephone (FASTSM),
1 -800-544-5555.

(small solid bullet) For exchanges and redemptions, 1-800-544-7777.

(small solid bullet) For account assistance, 1-800-544-6666.

(small solid bullet) For mutual fund and retirement information,
1-800-544-8888.

(small solid bullet) For brokerage information, 1-800-544-7272.

(small solid bullet) TDD - Service for the Deaf and Hearing-Impaired,
1-800-544-0118 (9:00 a.m. - 9:00 p.m. Eastern time).

Please use the following addresses:

BUYING SHARES

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002

OVERNIGHT EXPRESS

Fidelity Investments
2300 Litton Lane - KH1A
Hebron, KY 41048

SELLING SHARES

Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602

OVERNIGHT EXPRESS

Fidelity Investments
Attn: Redemptions - CP6I
400 East Las Colinas Blvd.
Irving, TX 75039-55 87

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

The different ways to set up (register) your account with Fidelity are
listed in the following table.

WAYS TO SET UP YOUR ACCOUNT

INDIVIDUAL OR JOINT TENANT

FOR YOUR GENERAL INVESTMENT NEEDS

GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA)

TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS

TRUST

FOR MONEY BEING INVESTED BY A TRUST

BUSINESS OR ORGANIZATION

FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS OR
OTHER GRO UPS

BUYING SHARES

The price to buy one share of each fund is the fund's NAV. Each fund's
shares are sold without a sales charge.

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

Short-term or excessive trading into and out of a fund may harm
performance by disrupting portfolio management strategies and by
increasing expenses. Accordingly, a fund may reject any purchase
orders, including exchanges, particularly from market timers or
investors who, in FMR's opinion, have a pattern of short-term or
excessive trading or whose trading has been or may be disruptive to
that fund. For these purposes, FMR may consider an investor's
trading history in that fund or other Fidelity funds, and
accounts under common ownership or control.

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

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

(small solid bullet) All of your purchases must be made in U.S.
dollars and checks must be drawn on U.S. banks.

(small solid bullet) Fidelity does not accept cash.

(small solid bullet) When making a purchase with more than one check,
each check must have a value of at least $50.

(small solid bullet) Fidelity reserves the right to limit the number
of checks processed at one time.

(small solid bullet) If your check does not clear, your purchase will
be canceled and you could be liable for any losses or fees a fund or
Fidelity has incurred.

MINIMUMS

TO OPEN AN ACCOUNT

For Spartan Florida Muni Money Market $25,000
For Spartan Florida Muni Income $10,000
TO ADD TO AN ACCOUNT $1,000
Through regular investment plans $500
MINIMUM BALANCE
For Spartan Florida Muni Money Market $10,000
For Spartan Florida Muni Income $5,000

KEY INFORMATION

PHONE 1-800-544-7777 TO OPEN AN ACCOUNT

(small solid bullet) Exchange
from another Fidelity fund.
Call the phone number at left.

TO ADD TO AN ACCOUNT

(small solid bullet) Exchange
from another Fidelity fund.
Call the phone number at left.

(small solid bullet) Use
Fidelity Money
Line(registered trademark)
to transfer from your bank
account.

INTERNET WWW.FIDELITY.COM TO OPEN AN ACCOUNT

(small solid bullet) Complete
and sign the application.
Make your check payable to
the complete name of the
fund. Mail to the address
under "Mail" below.

TO ADD TO AN ACCOUNT

(small solid bullet) Exchange
from another Fidelity fund.

(small solid bullet) Use
Fidelity Money Line to
transfer from your bank
account.

MAIL FIDELITY INVESTMENTS TO OPEN AN ACCOUNT
P.O. BOX 770001 CINCINNATI, (small solid bullet) Complete
OH 45277-0002 and sign the application.
Make your check payable to
the complete name of the
fund. Mail to the address at
left.

TO ADD TO AN ACCOUNT

(small solid bullet) Make
your check payable to the
complete name of the fund.
Indicate your fund account
number on your check and
mail to the address at left.

IN PERSON TO OPEN AN ACCOUNT

(small solid bullet) Bring
your application and check
to a Fidelity Investor
Center. Call 1-800-544-9797
for the center nearest you.

TO ADD TO AN ACCOUNT

(small solid bullet) Bring
your check to a Fidelity
Investor Center. Call
1-800-544-9797 for the
center nearest you.

WIRE TO OPEN AN ACCOUNT

(small solid bullet) Call
1-800-544-7777 to set up
your account and to arrange
a wire transaction.

(small solid bullet) Wire
within 24 hours to: Bankers
Trust Company, Bank Routing
# 021001033, Account #
00163053.

(small solid bullet) Specify
the complete name of the
fund and include your new
fund account number and your
name.

TO ADD TO AN ACCOUNT

(small solid bullet) Wire to:
Bankers Trust Company, Bank
Routing # 021001033, Account
# 00163053.

(small solid bullet) Specify
the complete name of the
fund and include your fund
account number and your name.

AUTOMATICALLY TO OPEN AN ACCOUNT

(small solid bullet) Not
available.

TO ADD TO AN ACCOUNT

(small solid bullet) Use
Fidelity Automatic Account
Builder(registered
trademark) or Direct Deposit.

(small solid bullet) Use
Fidelity Automatic Exchange
Service to exchange from a
Fidelity money market fund.

SELLING SHARES

The price to sell one share of Spartan Florida Municipal Money Market
is the fund's NAV. The price to sell one share of Spartan Florida
Municipal Income is the fund's NAV, minus the redemption fee
(short-term trading fee), if applicable.

Spartan Florida Municipal Income will deduct a short-term trading fee
of 0.50% from the redemption amount if you sell your shares after
holding them less than 180 days. This fee is paid to the fund rather
than Fidelity, and is designed to offset the brokerage commissions,
market impact, and other costs associated with fluctuations in fund
asset levels and cash flow caused by short-term shareholder trading.

Your shares will be sold at the next NAV calculated after your order
is received in proper form, minus the short-term trading fee, if
applicable.

(small solid bullet) You wish to sell more than $100,000 worth of
shares;

(small solid bullet) Your account registration has changed within the
last 30 days;

(small solid bullet) The check is being mailed to a different address
than the one on your account (record address);

(small solid bullet) The check is being made payable to someone other
than the account owner; or

(small solid bullet) The redemption proceeds are being transferred to
a Fidelity account with a different registration.

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

(small solid bullet) If you are selling some but not all of your
Spartan Florida Municipal Money Market shares, leave at least $10,000
worth of shares in the account to keep it open, except accounts not
subject to account minimums. If you are selling some but not all of
your Spartan Florida Municipal Income shares, leave at least $5,000
worth of shares in the account to keep it open, except accounts not
subject to account minimums.

(small solid bullet) Redemption proceeds may be paid in securities or
other assets rather than in cash if the Board of Trustees determines
it is in the best interests of a fund.

(small solid bullet) If you sell shares of Spartan Florida Municipal
Money Market 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.

(small solid bullet) You will not receive interest on amounts
represented by uncashed redemption checks.

(small solid bullet) Unless otherwise instructed, Fidelity will send a
check to the record address.

KEY INFORMATION

PHONE 1-800-544-7777 (small solid bullet) Call the
phone number at left to
initiate a wire transaction
or to request a check for
your redemption.

(small solid bullet) Use
Fidelity Money Line to
transfer to your bank account.

(small solid bullet) Exchange
to another Fidelity fund.
Call the phone number at left.

INTERNET WWW.FIDELITY.COM (small solid bullet) Exchange
to another Fidelity fund.

(small solid bullet) Use
Fidelity Money Line to
transfer to your bank account.

MAIL FIDELITY INVESTMENTS INDIVIDUAL, JOINT TENANT,
P.O. BOX 660602 DALLAS, TX SOLE PROPRIETORSHIP, UGMA,
75266-0602 UTMA

TRUST

BUSINESS OR ORGANIZATION

(small solid bullet) Include
a corporate resolution with
corporate seal or a
signature guarantee.

EXECUTOR, ADMINISTRATOR,
CONSERVATOR, GUARDIAN

(small solid bullet) Call
1-800-544-6666 for
instructions.

IN PERSON INDIVIDUAL, JOINT TENANT,
SOLE PROPRIETORSHIP, UGMA,
UTMA

TRUST

BUSINESS OR ORGANIZATION

EXECUTOR, ADMINISTRATOR,
CONSERVATOR, GUARDIAN

(small solid bullet) Visit a
Fidelity Investor Center for
instructions. Call
1-800-544-9797 for the
center nearest you.

AUTOMATICALLY (small solid bullet) Use
Personal Withdrawal Service
to set up periodic
redemptions from your bond
fund account.

CHECK (small solid bullet) Write a
check to sell shares from
your account.

EXCHANGING SHARES

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

As a shareholder, you have the privilege of exchanging shares of a
fund for shares of other Fidelity funds.

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

(small solid bullet) The fund you are exchanging into must be
available for sale in your state.

(small solid bullet) You may exchange only between accounts that are
registered in the same name, address, and taxpayer identification
number.

(small solid bullet) Before exchanging into a fund, read its
prospectus.

(small solid bullet) You may pay a $5.00 fee for each exchange out of
Spartan Florida Municipal Money Market, unless you place your
transaction through Fidelity's automated exchange services.

(small solid bullet) Exchanges may have tax consequences for you.

(small solid bullet) Each fund may 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 will be counted together for purposes of
the four exchange limit.

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

Other funds may have different ex cha nge restrictions, and may
impose trading fees of up to 3.00% of the amount exchanged. Check each
fund's prospectus for details.

ACCOUNT FEATURES AND POLICIES

FEATURES

The following features are available to buy and sell shares of the
funds.

FIDELITY AUTOMATIC ACCOUNT
BUILDER(registered
trademark) TO MOVE MONEY
FROM YOUR BANK ACCOUNT TO A
FIDELITY FUND.

MINIMUM FREQUENCY PROCEDURES

$500 Monthly or quarterly (small solid bullet) To set
up for a new account,
complete the appropriate
section on the fund
application.

(small solid bullet) To set
up for existing accounts,
call 1-800-544-6666 or visit
Fidelity's Web site for an
application.

(small solid bullet) To make
changes, call 1-800-544-6666
at least three business days
prior to your next scheduled
investment date.

DIRECT DEPOSIT TO SEND ALL OR
A PORTION OF YOUR PAYCHECK
OR GOVERNMENT CHECK TO A
FIDELITY FUND.[A]

MINIMUM FREQUENCY PROCEDURES

$500 Every pay period (small solid bullet) To set
up for a new account, check
the appropriate box on the
fund application.

(small solid bullet) To set
up for an existing account,
call 1-800-544-6666 or visit
Fidelity's Web site for an
authorization form.

(small solid bullet) To make
changes you will need a new
authorization form. Call
1-800-544-6666 or visit
Fidelity's Web site to
obtain one.

A BECAUSE BOND FUND SHARE
PRICES FLUCTUATE, THAT FUND
MAY NOT BE AN APPROPRIATE
CHOICE FOR DIRECT DEPOSIT OF
YOUR ENTIRE CHECK.

FIDELITY AUTOMATIC EXCHANGE
SERVICE TO MOVE MONEY FROM A
FIDELITY MONEY MARKET FUND
TO ANOTHER FIDELITY FUND.

MINIMUM FREQUENCY PROCEDURES

$500 Monthly, bimonthly, (small solid bullet) To set
quarterly, or annually up, call 1-800-544-6666
after both accounts are
opened.

(small solid bullet) To make
changes, call 1-800-544-6666
at least three business days
prior to your next scheduled
exchange date.

</TABLE>

PERSONAL WITHDRAWAL SERVICE
TO SET UP PERIODIC
REDEMPTIONS FROM YOUR BOND
FUND ACCOUNT TO YOU OR TO
YOUR BANK ACCOUNT.

FREQUENCY PROCEDURES

Monthly (small solid bullet) To set
up, call 1-800-544-6666.

(small solid bullet) To make
changes, call Fidelity at
1-800-544-6666 at least
three business days prior to
your next scheduled
withdrawal date.

OTHER FEATURES. The following other features are also available to buy
and sell shares of the funds.

WIRE

TO PURCHASE AND SELL SHARES VIA THE FEDERAL RESERVE WIRE SYSTEM.

(small solid bullet) To sell shares by wire, you must designate the
U.S. commercial bank account(s) into which you wish the redemption
proceeds deposited.

(small solid bullet) There may be a $5.00 fee for each wire purchase
for Spartan Florida Municipal Money Market.

(small solid bullet) There may be a $5.00 fee for each wire redemption
for Spartan Florida Municipal Money Market.

FIDELITY MONEY LINE (registered trademark)
TO TRANSFER MONEY BETWEEN YOUR BANK ACCOUNT AND YOUR FUND ACCOUNT.

(small solid bullet) Most transfers are complete within three business
days of your call.

(small solid bullet) Minimum purchase: $500

(small solid bullet) Maximum purchase: $100,000

FIDELITY ON-LINE XPRESS+(registered trademark)

TO MANAGE YOUR INVESTMENTS THROUGH YOUR PC.

CALL 1-800-544-7272 OR VISIT FIDELITY'S WEB SITE FOR MORE INFORMATION.

(small solid bullet) For account balances and holdings;

(small solid bullet) To review recent account history;

(small solid bullet) For mutual fund and brokerage trading; and

(small solid bullet) For access to research and analysis tools.

FIDELITY ONLINE TRADING

TO ACCESS AND MANAGE YOUR ACCOUNT OVER THE INTERNET AT FIDELITY'S WEB
SITE.

(small solid bullet) For account balances and holdings;

(small solid bullet) To review recent account history;

(small solid bullet) To obtain quotes;

(small solid bullet) For mutual fund and brokerage trading; and

(small solid bullet) To access third-party research on companies,
stocks, mutual funds and the market.

FASTSM

TO ACCESS AND MANAGE YOUR ACCOUNT AUTOMATICALLY BY PHONE USING TOUCH
TONE OR SPEECH RECOGNITION.

CALL 1-800-544-5555.

(small solid bullet) For account balances and holdings;

(small solid bullet) For mutual fund and brokerage trading;

(small solid bullet) To obtain quotes;

(small solid bullet) To review orders and mutual fund activity; and

(small solid bullet) To change your personal identification number
(PIN).

CHECKWRITING

TO REDEEM SHARES FROM YOUR SPARTAN FLORIDA MUNICIPAL MONEY MARKET
ACCOUNT.

(small solid bullet) To set up, complete the appropriate section on
the application.

(small solid bullet) All account owners must sign a signature card to
receive a checkbook.

(small solid bullet) You may write an unlimited number of checks.

(small solid bullet) Minimum check amount: $1,000 .

(small solid bullet) Do not try to close out your account by check.

(small solid bullet) To obtain more checks, call Fidelity at
1-800-544-6666.

POLICIES

The following policies apply to you as a shareholder.

STATEMENTS AND REPORTS that Fidelity sends to you include the
following:

(small solid bullet) Monthly or quarterly account statements
(detailing account balances and all transactions completed during the
prior month or quarter).

(small solid bullet) Financial reports (every six months).

If your ACCOUNT BALANCE falls below $10,000 for Spartan Florida
Municipal Money Market or $5,000 for Spartan Florida Municipal Income
(except accounts not subject to account minimums), you will be given
30 days' notice to reestablish the minimum balance. If you do not
increase your balance, Fidelity may close your account and send the
proceeds to you. Your shares will be sold at the NAV, minus the
short-term trading fee, if applicable, on the day your account is
closed and, for Spartan Florida Municipal Money Market, the $5.00
account closeout fee will be charged.

(small solid bullet) The $2.00 checkwriting fee will be deducted from
your account.

(small solid bullet) The $5.00 exchange fee will be deducted from the
amount of your exchange.

(small solid bullet) The $5.00 wire transaction fee will be deducted
from the amount of your wire.

(small solid bullet) The $5.00 account closeout fee does not apply to
exchanges or wires.

Fidelity may charge a FEE FOR C ERTAIN SERVICES, such as
providing historical ac count documents.

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

The bond fund normally declares dividends daily and pays them monthly.
The bond fund normally pays capital gain distributions in
January and December.

Distributions you receive from the money market fund consist primarily
of dividends. The money market fund normally declares dividends daily
and pays them monthly.

EARNING DIVIDENDS

Shares begin to earn dividends on the first business day following the
day of purchase.

Shares earn dividends until, but not including, the next business day
following the day of redemption.

DISTRIBUTION OPTIONS

When you open an account, specify on your application how you want to
receive your distributions. The following options may be available for
each fund's distributions:

1. REINVESTMENT OPTION. Your divi dends and capital gain
distributions, if any, 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. (bond fund only) Your capital gain
d istributions will be automatically reinvested in additional
shares of the fund. Your dividends will be paid in cash.

3. CASH OPTION. Your dividends and ca pital gain dis tributions,
if any, will be paid in cash.

4. DIRECTED DIVIDENDS(registered trademark) OPTION. Your dividends
will be automatically invested in shares of another identically
registered Fidelity fund. Your capital gain distributions, if
any, will be automatically invested in shares of another identically
registered Fidelity fund, automatically reinvested in additional
shares of the fund, or paid in cash.

Not all distribution options are available for every account. If the
option you prefer is not listed on your account application, or if you
want to change your current option, call Fidelity.

TAX CONSEQUENCES

As with any investment, your investment in a fund could have tax
consequences for you.

TAXES ON DISTRIBUTIONS. Each fund seeks to earn income and pay
dividends exempt from federal income tax, and also seeks exemption of
fund shares from the Florida intangible tax.

Each fund has received a ruling from the Florida Department of Revenue
that, if at the close of business on the last business day of any
calendar year, the fund's assets consist solely of those exempt from
the Florida intangible tax, shares of the fund owned by Florida
residents will be exempt from the tax. Items exempt from the Florida
intangible tax include Florida municipal obligations, certain
obligations of the U.S. Government or its agencies, territories and
possessions, and cash. In the event a fund owns any asset on that day
that is subject to the Florida intangible tax, all or a portion of the
value of the fund's shares will be subject to the tax.

For federal tax purposes, each fund's distributions of short-term
capital gains and gains on the sale of bonds characterized as market
discount are taxable to you as ordinary income. Each fund's
distributions of long-term capital gains, if any, are taxable to you
generally as capital gains.

If a fund's distributions exceed its income and capital gains realized
in any year, all or a portion of those distributions may be treated as
a return of capital to shareholders for tax purposes. A return of
capital will generally not be taxable to you, but will reduce the cost
basis of your shares and result in a higher reported capital gain or a
lower reported capital loss when you sell your shares.

FUND SERVICES

FUND MANAGEMENT

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

FMR is each fund's manager.

As of __, [[month] [day] [year] , FMR had approximately
$ __ billion in discretionary assets under management.

As the manager, FMR is responsible for choosing each fund's
investments and handling its business affairs.

Fidelity Investments Money Management, Inc. (FIMM), in Merrimack, New
Hampshire, serves as sub-adviser for each fund. FIMM is primarily
responsible for choosing investments for each fund.

FIMM is an affiliate of FMR. As of [month] [day] [year] ], FIMM
had approximately $ ____ in discretionary assets under
management.

Christine Thompson is Vice President and manager of Spartan Florida
Municipal Income, which she has managed since July 1998. She also
manages several other Fidelity funds. Since joining Fidelity in 1985,
Ms. Thompson has worked as a senior analyst and portfolio manager.

From time to time a manager, analyst, or other Fidelity employee
may express views regarding a particular company, security, industry
or market sector. The views expressed by any such person are the views
of only that individual as of the time expressed and do not
necessarily represent the views of Fidelity or any other person in the
Fidelity organization. Any such views are subject to change at any
time based upon market or other conditions and Fidelity disclaims any
responsibility to update such views. These views may not be relied on
as investment advice and, because investment decisions for a Fidelity
fund are based on numerous factors, may not be relied on as an
indication of trading intent on behalf of any Fidelity fund.

Each fund pays a management fee to FMR. The management fee is
calculated and paid to FMR every month. FMR pays all of the other
expenses of Spartan Florida Municipal Money Market with limited
exceptions.

Spartan Florida Municipal Money Mar ket's annual management fee rate
is 0.50% of its average net assets.
[ For the fiscal year ended November 30, 1999, [Name(s) of
All-In or Flat Fee Funds whose management fees reflect
reimbursement] paid a management fee of __% of the fund's average net
assets, after reimbursement.]

For Spartan Florida Municipal Income , the fee is calculated
by adding a group fee rate to an individual fund fee rate, dividing by
twelve, and multiplying the result by the fund's average net assets
throughou t the month .

The group fee rate is based on the average net assets of all the
mutual funds advised by FMR. This rate cannot rise above 0.37%, and it
drops as total assets under management increase.

[For November 1999, the group fee rate would have been __%
for Spartan Florida Municipal Income.] The individual fund fee
rate is 0.25 %.

For the fiscal year ended November 30, 1999, Spartan Florida
Municipal Income paid FMR a management fee of 0.55% of the fund's
average net assets and FMR paid all of the other expenses of the fund
with limited exceptions.

[On [month] [day], [year], FMR reduced the [management fee] rate
for the [fund/[Name(s) of Fund(s)]] from __% to __%.]

FMR pays FIMM for providing assistance with investment advisory
services.

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 , in the case of certain funds, may be
discontinued by FMR at any time, can decrease a fund's expenses and
boost its performance.

As of [DATE], approximately __% and __% of [Name of Fund]'s total
outstanding shares, respectively, were held by FMR/FMR and [an] FMR
affiliate[s]/[an] FMR affiliates[s].]

FUND DISTRIBUTION

Fidelity Distri butors Corporation (FDC) distributes each fund's
shares.

Each fund has adopted a Distribution and Service Plan pursuant to Rule
12b-1 under the Investment Company Act of 1940 that recognizes that
FMR may use its management fee revenues, as well as its past profits
or its resources from any other source, to pay FDC for expenses
incurred in connection with providing services intended to result in
the sale of fund shares and/or shareholder support services. FMR,
directly or through FDC, may pay intermediaries, such as banks,
broker-de alers and other service-providers, that provide those
services. Currently, the Board of Trustees of each fund has authorized
such payments.

To receive payments made pursuant to a Distribution and Service Plan,
intermediaries must sign the appropriate agreement with FDC in
advance.

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

APPENDIX

FINANCIAL HIGHLIGHTS

This i nformation has been audited by ,
independent accountants, whose reports, along with each fund's
financial highlights and financial statements, are included in each
fund's annual report. A free copy of each annual report is available
upon request.

[ Financial Highlights to be filed by subsequent amendment.]

You can obtain additional information about the funds. The funds' SAI
includes more detailed information about each fund and its
investments. The SAI is incorporated herein by reference (legally
forms a part of the prospec tus). E ach fund's annual and
semi-annual reports include a discussion of the fund's holdings and
recent market conditions and the fund's investment strategies that
affected performance.

For a free copy of any of these documents or to request other
information or ask questions about a fund, call Fidelity at
1-800-544-8544. In addition, you may visit Fidelity's Web site
at www.fidelity.com for a free copy of a prospectus or an annual or
semi-annual report or to request other information.

INVESTMENT COMPANY ACT OF 1940, FILE NUMBERS, 811-2741, 811-6453

Spartan, Fidelity, Fidelity Investments and (Pyramid) Design,
Fidelity Investments, Touchtone Xpress, Fidelity Money Line, Fidelity
Automatic Account Builder, Fidelity On-Line Xpress+, Fidelity Web
Xpress, and Directed Dividends are registered trademarks of FMR
Corp.

Fidelity Portfolio Advisory Services and FAST are service marks of
FMR Corp.

[ Insert item code number]. SFC-pro-0100

SPARTAN(registered trademark) FLORIDA MUNICIPAL MONEY MARKET FUND

A FUND OF FIDELITY COURT STREET TRUST II

SPARTAN FLORIDA MUNICIPAL INCOME FUND

A FUND OF FIDELITY COURT STREET TRUST

STATEMENT OF ADDITIONAL INFORMATION

JANUARY 26, 2000

This sta tement of ad ditional information (SAI) is not a
prospectus. Portions of each fund 's annual re ports are
incorporated herein. The an nual re ports are supplied
with this SAI.

To obtain a free additional copy of a prospectus, dated January 26,
2000 , or an an nual re port, please call
Fidelity(registered trademark) at 1-800-544-8544 or visit Fidelity's
Web site at www.fidelity.com.

TABLE OF CONTENTS PAGE

Investment Policies and 16
Limitations

Special Considerations 21
Regarding Florida

Special Considerations 22
Regarding Puerto Rico

Portfolio Transactions 24

Valuation 27

Performance 27

Additional Purchase, Exchange 33
and Redemption Information

Distributions and Taxes 33

Trustees and Officers 34

Control of Investment Advisers 37

Management Contracts 37

Distribution Services 41

Transfer and Service Agent 42
Agreements

Description of the Trusts 42

Financial Statements 43

Appendix 43

[insert item code number] SFC-ptb-0100

(FIDELITY_LOGO_GRAPHIC)(registered trademark)
82 DEVONSHIRE STREET, BOSTON, MA 02109

INVESTMENT POLICIES AND LIMITATIONS

INVESTMENT LIMITATIONS OF SPARTAN FLORIDA MUNICIPAL MONEY MARKET FUND

THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:

(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;

(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;

(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 in securities of
companies whose principal business activities are in the same
industry;

(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);

(7) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments; or

(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.

(9) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company with substantially the
same fundamental investment objectives, policies, and limitations as
the fund.

THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.

(vi) 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.

For purposes of limitations (5) 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.

With respect to limitation (v), 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 was invested in illiquid securities, it
would consider appropriate steps to protect liquidity.

For purposes of normally investing at least 65% of the fund's total
assets in municipal securities exempt from Florida intangible tax, FMR
interprets "total assets" to exclude collateral received for
securities lending transactions.

INVESTMENT LIMITATIONS OF SPARTAN FLORIDA MUNICIPAL INCOME FUND

THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:

(1) issue senior securities, except in connection with the
insurance program established by the fund pursuant to an exemptive
order issued by the Securities and Exchange Commission or as otherwise
permitted under the Investment Company Act of 1940;

(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;

THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.

(vi) 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.

For purposes of limitation (4) 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.

For the fund's limitations on futures and options transactions, see
the section entitled "Limitations on Futures and Options Transactions"
on page 37.

MONEY MARKET INSURANCE. The money market fund participates in a mutual
insurance company solely with other funds advised by FMR or its
affiliates. This company provides insurance coverage for losses on
certain money market instruments held by a participating fund
(eligible instruments), including losses from nonpayment of principal
or interest or a bankruptcy or insolvency of the issuer or credit
support provider, if any. The insurance does not cover losses
resulting from changes in interest rates or other market developments.
The money market fund is charged an annual premium for the insurance
coverage and may be subject to a special assessment of up to
approximately two and one-half times the fund's annual gross premium
if covered losses exceed certain levels. A participating fund may
recover no more than $100 million annually, including all other claims
of insured funds, and may only recover if the amount of the loss
exceeds 0.30% of its eligible instruments. The money market fund may
incur losses regardless of the insurance.

MUNICIPAL MARKET DISRUPTION RISK. The value of municipal securities
may be affected by uncertainties in the municipal market related to
legislation or litigation involving the taxation of municipal
securities or the rights of municipal securities holders in the event
of a bankruptcy. Proposals to restrict or eliminate the federal income
tax exemption for interest on municipal securities are introduced
before Congress from time to time. Proposals also may be introduced
before the Florida legislature that would affect the state tax
treatment of a municipal fund's distributions. If such proposals were
enacted, the availability of municipal securities and the value of a
municipal fund's holdings would be affected and the Trustees would
reevaluate the fund's investment objectives and policies. Municipal
bankruptcies are relatively rare, and certain provisions of the U.S.
Bankruptcy Code governing such bankruptcies are unclear and remain
untested. Further, the application of state law to municipal issuers
could produce varying results among the states or among municipal
securities issuers within a state. These legal uncertainties could
affect the municipal securities market generally, certain specific
segments of the market, or the relative credit quality of particular
securities. Any of these effects could have a significant impact on
the prices of some or all of the municipal securities held by a fund,
making it more difficult for a money market fund to maintain a stable
net asset value per share (NAV).

[HEALTH CARE. 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; other state or local health care
reform measures; medical and technological advances which dramatically
alter the need for health services or the way in which such services
are delivered; changes in medical coverage which alter the traditional
fee-for-service revenue stream; and efforts by employers, insurers,
and governmental agencies to reduce the costs of health insurance and
health care services.]

[TRANSPORTATION. Transportation debt may be issued to finance the
construction of airports, toll roads, highways, or other transit
facilities. Airport bonds are dependent on the general stability of
the airline industry and on the stability of a specific carrier who
uses the airport as a hub. Air traffic generally follows broader
economic trends and is also affected by the price and availability of
fuel. Toll road bonds are also affected by the cost and availability
of fuel as well as toll levels, the presence of competing roads and
the general economic health of an area. Fuel costs and availability
also affect other transportation-related securities, as do the
presence of alternate forms of transportation, such as public
transportation.]

WATER AND SEWER. Water and sewer revenue bonds are often
considered to have relatively secure credit as a result of their
issuer's importance, monopoly status, and generally unimpeded ability
to raise rates. Despite this, lack of water supply due to insufficient
rain, run-off, or snow pack is a concern that has led to past
defaults. Further, public resistance to rate increases, costly
environmental litigation, and Federal environmental mandates are
challenges faced by issuers of water and sewer bonds.]

A fund may renegotiate a when-issued or forward transaction and may
sell the underlying securities before delivery, which may result in
capital gains or losses for the fund.

SPECIAL CONSIDERATIONS REGARDING FLORIDA

[THE STATE BUDGET. The State operates under an annual budget. Under
the State Constitution and applicable statutes, the State budget as a
whole and each separate fund within the State budget must be kept in
balance from currently available revenues during each State fiscal
year. (The State's fiscal year runs from July 1 through June 30.) The
Governor and the Comptroller of the State are charged with the
responsibility of ensuring that sufficient revenues are collected to
meet appropriations and that no deficit occurs in any State fund.

The financial operations of the State covering all receipts and
expenditures are maintained through the use of four types of funds:
the General Revenue Fund, Trust Funds, Working Capital Fund and Budget
Stabilization Fund. The majority of the State's tax revenues are
deposited in the General Revenue Fund and moneys for all funds are
expended pursuant to appropriations acts. In fiscal year 1996-1997,
expenditures for education, health and welfare, and public safety
represented approximately 53%, 26%, and 14%, respectively, of
expenditures from the General Revenue Fund. The Trust Funds consist of
moneys received by the State which, under law or trust agreement, are
segregated for a purpose authorized by law. Revenues in the General
Revenue Fund exceeding the amount needed to meet appropriations may be
transferred to the Working Capital Fund.

REVENUES. Estimated revenues of $16,877.6 million for 1997-98
represent an increase of 7.2% over revenues for 1996-97. Estimated
revenues for 1998-1999 of $17,627.0 million represent an increase of
4.4% over 1997-1998.

In fiscal year 1996-1997, the State derived approximately 67% of its
total direct revenues for deposit in the General Revenue Fund, Trust
Funds, and Working Capital Fund from State taxes and fees. Federal
grants and other special revenues account for the remaining revenues.
The greatest single source of tax receipts in the State is the 6%
sales and use tax. For the fiscal year ended June 30, 1997, receipts
from the sales and use tax totaled $12,089 million, an increase of
approximately 5.5% over fiscal year 1995-96. The second largest source
of State tax receipts is the tax on motor fuels including the tax
receipts distributed to local governments. Receipts from the taxes on
motor fuels are almost entirely dedicated to trust funds for specific
purposes and are not included in the General Revenue Fund. For the
fiscal year ended June 30, 1997, preliminary data estimate the
collections of this tax in the amount of $2,012 million.

The State currently does not impose a personal income tax. However,
the State does impose a corporate income tax on the net income of
corporations, organizations, associations, and other artificial
entities for the privilege of conducting business, deriving income, or
existing within the State. For the fiscal year ended June 30, 1997,
receipts from the corporate income tax totaled $1,362.3 million, an
increase of approximately 17.2% from fiscal year 1995-96. The
Documentary Stamp Tax collections totaled $844.2 million during fiscal
year 1996-97, an increase of approximately 8.9% over fiscal year
1995-96. The Alcoholic Beverage Tax, an excise tax on beer, wine, and
liquor, totaled $447.2 million in fiscal year ended June 30, 1997. The
Florida lottery produced sales of $2.09 billion of which $792.3
million was used for education in fiscal year 1996-97.

While the state does not levy ad valorem taxes on real property or
tangible personal property, counties, municipalities, and school
districts are authorized by law, and special districts may be
authorized by law, to levy ad valorem taxes. Under the State
Constitution, ad valorem taxes may not be levied by counties,
municipalities, school districts, and water management districts in
excess of the following respective millages upon the assessed value of
real estate and tangible personal property: for all county, all
municipal, and all school purposes, 10 mills; and for water management
districts, either 0.05 mill or 1.0 mill, depending upon geographic
location. These millage limitations do not apply to taxes levied for
payment of bonds and taxes levied for periods not longer than two
years when authorized by a vote of the electors. (Note: one mill
equals one-tenth of one cent.)

The State Constitution and statutes provide for the exemption of
homesteads from certain taxes. The homestead exemption is an exemption
from all taxation, except for assessments for special benefits, up to
a specific amount of the assessed valuation of the homestead. This
exemption is available to every person who has the legal or equitable
title to real estate and maintains thereon his or her permanent home.
A $25,000 homestead exemption from levies by all taxing authorities is
allowed for every person who is entitled to the foregoing exemption.
However, such exemption is subject to change upon voter approval.

As of January 9, 1999, property valuations for homestead property are
subject to a growth cap. Growth in the assessed value of property
qualifying for the homestead exemption will be limited to the lesser
of 3% or the increase in the Consumer Price Index during the relevant
year, except in the event of a change of ownership or homestead status
thereof during such year, and except as to improvements thereto during
such year.

Since municipalities, counties, school districts, and other special
purpose units of local governments with power to issue general
obligation bonds have authority to increase the millage levy for voter
approved general obligation debt to the amount necessary to satisfy
the related debt service requirements, the growth cap is not expected
to adversely affect the ability of these entities to pay the principal
of or interest on such general obligation bonds. However, in periods
of high inflation, those local government units whose operating
millage levies are approaching the constitutional cap and whose tax
base consists largely of residential real estate, may need to place
greater reliance on non-ad valorem revenue sources to meet their
operating budget needs.

At the November 1994 general election, voters approved an amendment to
the State Constitution that limits the amount of taxes, fees,
licenses, and charges imposed by the Legislature and collected during
any fiscal year to no more than the average annual growth rate in
Florida personal income over the past five years. The revenue limit is
determined by multiplying the average annual rate of growth in Florida
personal income over the previous five years times the maximum amount
of state revenues permitted under the caps for the prior fiscal year.
The revenues allowed for any fiscal year can be increased by a
two-thirds vote of both houses of the Legislature. The limit was
effective with the start of fiscal year 1995-96. Any excess revenues
generated are deposited in the Budget Stabilization Fund. Included
among the categories of revenues which are exempt from the proposed
revenue limitation, however, are revenues pledged to State bonds.

STATE BONDS. The State Constitution does not permit the State to issue
debt obligations to fund governmental operations. Generally, the State
Constitution authorizes State bonds pledging the full faith and credit
of the State only to finance or refinance the cost of State fixed
capital outlay projects, upon approval by a vote of the electors, and
provided that the total outstanding principal amount of such bonds
does not exceed 50% of the total tax revenues of the State for the two
preceding fiscal years. Revenue bonds may be issued by the State or
its agencies without a vote of the electors only to finance or
refinance the cost of State fixed capital outlay projects which are
payable solely from funds derived directly from sources other than
State tax revenues.

Exceptions to the general provisions regarding the full faith and
credit pledge of the State are contained in specific provisions of the
State Constitution which authorize the pledge of the full faith and
credit of the State, without electorate approval, but subject to
specific coverage requirements, for certain road projects, county
education projects, State higher education projects, the State system
of public education, construction of air and water pollution control
and abatement facilities, solid waste disposal facilities, certain
other water facilities, acquisition or real property or rights thereto
for state roads and certain State bridge construction.

LOCAL BONDS. The State Constitution provides that counties, school
districts, municipalities, special districts, and local governmental
bodies with taxing powers may issue debt obligations payable from ad
valorem taxation and maturing more than 12 months after issuance, only
(i) to finance or refinance capital projects authorized by law,
provided that electorate approval is obtained; or (ii) to refund
outstanding debt obligations and interest and redemption premium
thereon at a lower net average interest cost rate.

Counties, municipalities, and special districts are authorized to
issue revenue bonds to finance a variety of self-liquidating projects
pursuant to the laws of the State. Such revenue bonds are to be
secured by and payable from the rates, fees, tolls, rentals, and other
charges for the services and facilities furnished by the financed
projects. Under State law, counties and municipalities are permitted
to issue bonds payable from special tax sources for a variety of
purposes, and municipalities and special districts may issue special
assessment bonds.

THE STATE ECONOMY. The State has grown dramatically since 1980 and
ranks fourth among the 50 states with an estimated population of 14.7
million. Since the beginning of the eighties, Florida has surpassed
Ohio, Illinois, and Pennsylvania in total population. Because of the
national recession, Florida's net migration declined to 138,000 in
1992, but migration has since recovered and reached 255,000 in 1996.
In recent years, the prime working age population (18-64) has grown at
an average annual rate of more than 2.0%. Florida's total working age
population (18-64) comprises about 60% of the total state population.
Non-farm employment grew by approximately 21.2% since 1991. Services
and trade are Florida's largest employment sectors, and presently
account for 34.9% of total non-farm employment. Manufacturing jobs in
Florida are concentrated in the area of high-tech and high value added
sectors, such as electrical and electronic equipment as well as
printing and publishing. Florida's dependence on highly cyclical
construction and construction related manufacturing has declined.
Total contract construction employment as a share of total non-farm
employment has fallen from 10% in 1973 to 7.5% in 1980 to 5.7% in
1997. The non-farm job creation rate for the State of Florida since
1987 is almost twice the rate for the nation as a whole. Florida's
unemployment rate throughout most of the 1980's tracked below that of
the nation's. In the nineties the trend reversed until 1995, when the
State's unemployment rate again tracked below or about the same as the
nation's. In 1997, Florida's rate of unemployment was 4.8%, while the
nation's average was 4.9%. Because Florida has a proportionately
greater retirement age population, property income (dividends,
interest, and rent) and transfer payments (social security and pension
benefits) are a relatively more important source of income. A positive
aspect of greater reliance on property income and transfer payments is
that they are less sensitive to the business cycle and act as a
stabilizing force in weak economic periods. Personal income is
frequently used to make comparisons among the states. However, using
personal income to compare Florida to other states can be misleading,
because Florida's personal income is systematically underestimated.
Current contributions by employers to pension plans are included in
personal income, while payments from pension plans are excluded to
avoid double counting. Because Florida retirees are more likely to be
collecting on benefits earned in another state, Florida personal
income is underestimated.

The ability of the State and its local units of government to repay
indebtedness may be affected by numerous factors which impact on the
economic vitality of the State in general and the particular region of
the State in which the issuer of the debt is located. South Florida is
particularly susceptible to international trade and currency
imbalances and to economic dislocations in Central and South America,
due to its geographical location and its involvement with foreign
trade, tourism, and investment capital. The central and northern
portions of the State are impacted by problems in the agricultural
sector, particularly with regard to the citrus and sugar industries.
Short-term adverse economic conditions may be created in these areas,
and in the State as a whole, due to crop failures, severe weather
conditions, or other agriculture-related problems. The State economy
also has historically been somewhat dependent on the tourism and
construction industries and is sensitive to trends in those sectors.

The foregoing information regarding the State and its local units of
government constitutes only a brief summary and does not purport to be
a complete description of the matters covered. This summary is based
solely upon information drawn from official statements relating to
offerings of general obligation bonds of the State and has not been
independently verified. ]

SPECIAL CONSIDERATIONS REGARDING PUERTO RICO

Section 30A applies only to taxable years beginning after December 31,
1995 and before January 1, 2006.

PORTFOLIO TRANSACTIONS

For the fiscal periods ended November 31, 1999 and 1998, the
portfolio turnover rates were ___% and ___%, respectively, for Spartan
Florida Municipal Income. [Variations in turnover rate may be due to a
fluctuating volume of shareholder purchase and redemption orders,
market conditions, or changes in FMR's investment outlook.]]

[The following tables show the brokerage commissions paid by the
funds. Significant changes in brokerage commissions paid by a fund
from year to year may result from changing asset levels throughout the
year.] A fund may pay both commissions and spreads in connection with
the placement of portfolio transactions. For the fiscal year[s]
ended November 30 , [year] [[,/and] [year] [, and [year]]], [the
funds/[Name(s) of Fund(s)]] paid no brokerage commissions.]

[The following table shows the total amount of brokerage
commissions paid by each fund.]

Fiscal Year Ended Total Amount Paid

SPARTAN FLORIDA MUNICIPAL November 30
MONEY MARKET

1999 $

1998

1997

SPARTAN FLORIDA MUNICIPAL
INCOME

1999

1998

1997

Of the following tables, the first shows the total amount of
brokerage commissions paid by each fund to NFSC for the past three
fiscal years. [The second table shows the approximate percentage of
aggregate brokerage commissions paid by a fund to NFSC for
transactions involving the approximate percentage of the aggregate
dollar amount of transactions for which the fund paid brokerage
commissions for the fiscal year ended [year].] NFSC is paid on a
commission basis].]

Fiscal Year Ended Total Amount Paid to NFSC

SPARTAN FLORIDA MUNICIPAL November 30
MONEY MARKET

1999 $

1998

1997

SPARTAN FLORIDA MUNICIPAL
INCOME

1999

1998

1997

Fiscal Year Ended 1999 % of Aggregate Commissions % of Aggregate Dollar Amount
Paid to NFSC of Transactions Effected
through NFSC

SPARTAN FLORIDA MUNICIPAL November 30 % %
MONEY MARKET

SPARTAN FLORIDA MUNICIPAL November 30 % %
INCOME

</TABLE>

[(dagger) The difference between the percentage of aggregate
brokerage commissions paid to, and the percentage of the aggregate
dollar amount of transactions effected through, NFSC is a result of
the low commission rates charged by NFSC.]

[NFSC has used a portion of the commissions paid by [the/a] fund to
reduce that fund's [custodian or transfer agent fees/expenses].]

[The following table shows the dollar amount of brokerage
commissions paid to firms that provided research services and the
approximate dollar amount of the transactions involved for the fiscal
year ended 1999.]

Fiscal Year Ended 1999 $ Amount of Commissions Paid $ Amount of Brokerage
to Firms that Provided Transactions Involved*
Research Services*

SPARTAN FLORIDA MUNICIPAL November 30 $ $
MONEY MARKET

SPARTAN FLORIDA MUNICIPAL November 30
INCOME

</TABLE>

[*The provision of research services was not necessarily a factor
in the placement of all this business with such firms.]

[For the fiscal year ended November 30 , [year] [the
funds/[Name(s) of Fund(s)]] paid no brokerage commissions to firms
that provided research services.]

VALUATION

Futures contracts and options are valued on the basis of market
quotations, if available. Securities of other open-end investment
companies are valued at their respective NAVs.

MONEY MARKET FUND. Portfolio securities and other assets are valued on
the basis of amortized cost. This technique involves initially valuing
an instrument at its cost as adjusted for amortization of premium or
accretion of discount rather than its current market value. The
amortized cost value of an instrument may be higher or lower than the
price the fund would receive if it sold the instrument.

Securities of other open-end investment companies are valued at their
respective NAVs.

At such intervals as they deem appropriate, the Trustees consider the
extent to which NAV calculated by using market valuations would
deviate from the $1.00 per share calculated using amortized cost
valuation. If the Trustees believe that a deviation from the fund's
amortized cost per share may result in material dilution or other
unfair results to shareholders, the Trustees have agreed to take such
corrective action, if any, as they deem appropriate to eliminate or
reduce, to the extent reasonably practicable, the dilution or unfair
results. Such corrective action could include selling portfolio
instruments prior to maturity to realize capital gains or losses or to
shorten average portfolio maturity; withholding dividends; redeeming
shares in kind; establishing NAV by using available market quotations;
and such other measures as the Trustees may deem appropriate.

PERFORMANCE

A fund 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. The share price of a
bond fund, the yield of a bond fund, and return fluctuate in
response to market conditions and other factors, and the value of a
bond fund's shares when redeemed may be more or less than their
original cost.

YIELD CALCULATIONS (MONEY MARKET FUND).To compute the yield for the
money market fund for a period, the net change in value of a
hypothetical account containing one share reflects the value of
additional shares purchased with dividends from the one original share
and dividends declared on both the original share and any additional
shares. The net change is then divided by the value of the account at
the beginning of the period to obtain a base period return. This base
period return is annualized to obtain a current annualized yield. The
money market fund also may calculate an effective yield by compounding
the base period return over a one-year period. In addition to the
current yield, the money market fund may quote yields in advertising
based on any historical seven-day period. Yields for the money market
fund are calculated on the same basis as other money market funds, as
required by applicable regulation.

YIELD CALCULATIONS (BOND FUND ). Yields for the fund are
computed by dividing the fund's interest and income for a given 30-day
or one-month period, net of expenses, by the average number of shares
entitled to receive distributions during the period, dividing this
figure by the fund's NAV at the end of the period, and annualizing the
result (assuming compounding of income) in order to arrive at an
annual percentage rate. Yields do not reflect the fund's short-term
trading 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.

Yield information may be useful in reviewing the fund's performance
and in providing a basis for comparison with other invest ment
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.

The tax-equivalent yield of a municipal fund is the rate an
investor would have to earn from a fully taxable investment before
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
specified combined federal and state income tax rate. If only a
portion of a fund's yield is tax-exempt, only that portion is adjusted
in the calculation.

The following table shows the effect of a shareholder's tax status on
effective yield under federal income tax laws for 2000 . It
shows the approximate yield a taxable security must provide at various
income brackets to produce after-tax yields equivalent to those of
hypothetical federally tax-exempt obligations yielding from _% to _%.
Of course, no assurance can be given that a fund 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. The tables do not take
into account local taxes, if any, payable on fund distributions.

2000 TAX RATES AND TAX-EQUIVALENT YIELDS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Federal If individual tax-exempt
yield is:

Taxable Income* Marginal % % % % % % % %

Single Return Joint Return Rate** Then taxable-equivalent yield
is

$ $ % % % % % % % %

</TABLE>

* Net amount subject to federal income tax after deductions and
exemptions. Assumes ordinary income only.

Each fund may invest a portion of its assets in obligations that are
subject to the Florida intangibles tax or federal income tax. When a
fund invests in obligations subject to federal income tax, its
tax-equivalent yields will be lower. In the table above,
tax-equivalent yields are calculated assuming investments are 100%
federally tax-free.

In addition to average annual returns, the fund may quote unaveraged
or cumulative returns reflecting the simple change in value of an
investment over a stated period. Average annual and cumulative 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. 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 return.
Returns may be quoted on a before-tax or after-tax basis. Returns may
or may not include the effect of the account closeout fee or the small
account fee. Excluding a fund's small account fee or account closeout
fee from a return calculation produces a higher return figure.
Returns, yields, and other performance information may be quoted
numerically or in a table, graph, or similar illustration.

HISTORICAL BOND FUND RESULTS. The following table shows the
fund's yield, tax-equivalent yield, and returns for the fiscal periods
ended November 30, 1999.

HISTORICAL MONEY MARKET FUND RESULTS. The following table shows
the fund's 7-day yield, tax-equivalent yield, and returns for the
fiscal periods ended November 30, 1999 .

[For Spartan Florida Municipal Income, returns do not include the
effect of the fund's 0.50% short-term trading fee, applicable to
shares held less than 180 days.]

[For Spartan Florida Municipal Income, returns include the effect
of the fund's 0.50% trading fee, applicable to shares held less than
180 days.]

The tax-equivalent yields for the funds are based on a combined
effective federal [and/,] state income tax rate of __% [IF APPLICABLE:
, __% and __%, respectively] and reflect that, as of [Fiscal Year
End[s]] [none/an estimated __%[ __%, and __%]] of [the/each] fund's
income was subject to state taxes. Note that each fund may invest in
securities whose income is subject to the federal alternative minimum
tax.

Average Annual Returns

Thirty-/Seven-Day Yield [**] Tax- Equivalent Yield One Year Five Years Life of Fund*

Spartan Florida
Municipal % % % % %
Money Market

Spartan Florida
Municipal % % % % %
Income

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
Cumulative Returns

One Year Five Years Life of Fund*

Spartan Florida Municipal % % %
Money Market

Spartan Florida Municipal % % %
Income

</TABLE>

[*From (commencement of operations).]

[The returns in the preceding table do not include the effect of the
$5 account closeout fee for Spartan Florida Municipal Money Market.]
[The returns in the preceding table include the effect of the $5
account closeout fee based on an average size account for Spartan
Florida Municipal Money Market.]

[Note: If FMR had not reimbursed certain fund expenses during these
periods, [[the/each] fund/[Name(s) of Fund(s) in Reimbursement]]'s
returns would have been lower.]

[Note: If FMR had not reimbursed certain fund expenses during these
periods, [[the/each] fund/[Name(s) of Fund(s) in Reimbursement]]'s
yield and tax equivalent yield would have been ___% and __%,
respectively].

The following tables show the income and capital elements of each
fund's cumulative return. The tables compare each fund's return to the
record of the [Standard & Poor's 500 Index (S&P 500)/IF PREVIOUSLY
DEFINED IN TEXT: S&P 500], the Dow Jones Industrial Average (DJIA),
and the cost of living, as measured by the Consumer Price Index (CPI),
over the same period. The S&P 500 and DJIA comparisons are provided to
show how each fund's return compared to the record of a market
capitalization-weighted index of common stocks and a narrower set of
stocks of major industrial companies, respectively, over the same
period. Because each fund invests in fixed-income securities, common
stocks represent a different type of investment from the funds. Common
stocks generally offer greater growth potential than the funds, but
generally experience greater price volatility, which means greater
potential for loss. In addition, common stocks generally provide lower
income than fixed-income investments such as the funds. The S&P 500
and DJIA returns are based on the prices of unmanaged groups of stocks
and, unlike each fund's returns, do not include the effect of
brokerage commissions or other costs of investing.

The following tables show the growth in value of a hypothetical
$10,000 investment in each fund during the life of each fund, assuming
all distributions were reinvested. Returns are based on past results
and are not an indication of future performance. Tax consequences of
different investments have not been factored into the figures below.

During the period from August 24, 1992 (commencement of operations)
to November 30, 1999, a hypothetical $10,000 investment in Spartan
Florida Municipal Money Market would have grown to $______.

SPARTAN FLORIDA MUNICIPAL
MONEY MARKET FUND

Period Ended Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions

1999 $ $ $ $

1998 $ $ $ $

1997 $ $ $ $

1996 $ $ $ $

1995 $ $ $ $

1994 $ $ $ $

1993 $ $ $ $

1992* $ $ $ $

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
SPARTAN FLORIDA MUNICIPAL INDEXES
MONEY MARKET FUND

Period Ended S&P 500 DJIA Cost of Living**

1999 $ $ $

1998 $ $ $

1997 $ $ $

1996 $ $ $

1995 $ $ $

1994 $ $ $

1993 $ $ $

1992* $ $ $

</TABLE>

* From August 24, 1992 (commencement of operations).

** From month-end closest to initial investment date.

Explanatory Notes: With an initial investment of $10,000 in Spartan
Florida Municipal Money Market on August 24, 1992, 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 $______. 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 $_____ for dividends.
[The fund did not distribute any capital gains during the period.]
[The figures in the table do not include the effect of the fund's
account closeout fee.]

During the period from March 16, 1992 (commencement of operations)
to November 30, 1999, a hypothetical $10,000 investment in Spartan
Florida Municipal Income would have grown to .

SPARTAN FLORIDA MUNICIPAL
INCOME FUND

Period Ended Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions

1999 $ $ $ $

1998 $ $ $ $

1997 $ $ $ $

1996 $ $ $ $

1995 $ $ $ $

1994 $ $ $ $

1993 $ $ $ $

1992* $ $ $ $

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
SPARTAN FLORIDA MUNICIPAL INDEXES
INCOME FUND

Period Ended S&P 500 DJIA Cost of Living**

1999 $ $ $

1998 $ $ $

1997 $ $ $

1996 $ $ $

1995 $ $ $

1994 $ $ $

1993 $ $ $

1992* $ $ $

</TABLE>

* From March 16, 1992 (commencement of operations).

** From month-end closest to initial investment date.

Explanatory Notes: With an initial investment of $10,000 in Spartan
Florida Municipal Income on March 16, 1992, 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 $_____. 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 $_____ for dividends and $___ for capital gain
distributions. [The figures in the table do not include the effect of
the fund's 0.50% short-term trading fee applicable to shares held less
than 180 days.]

A fund's performance may also be compared to that of each benchmark
index representing the universe of securities in which the fund may
invest. The return of each index reflects reinvestment of all
dividends and capital gains paid by securities included in the index.
Unlike a fund's returns, however, each index's returns do not reflect
brokerage commissions, transaction fees, or other costs of investing
directly in the securities included in the index.

The municipal bond fund may compare its performance to the Lehman
Brothers Municipal Bond Index, a market value-weighted index for
investment-grade municipal bonds with maturities of one year or more.
In addition, Spartan Florida Municipal Income may compare its
performance to that of the Lehman Brothers Florida Municipal Bond
Index, a market value-weighted index of Florida investment-grade
municipal bonds with maturities of one year or more. Issues included
in each index have been issued after December 31, 1990 and have an
outstanding par value of at least $50 million. Subsequent to December
31, 1995, zero coupon bonds and issues subject to the alternative
minimum tax are included in each index.

The money market fund may compare its performance or the performance
of securities in which it may invest to averages published by IBC
Financial Data, Inc. of Ashland, Massachusetts. These averages assume
reinvestment of distributions. IBC's MONEY FUND REPORT
AVERAGES(trademark)/[name of category], which is reported in IBC's
MONEY FUND REPORT(trademark), covers over ___ [name type] money market
funds.

A fund may present its fund number, Quotron(trademark) number, and
CUSIP number, and discuss or quote its current portfolio manager.

MOMENTUM INDICATORS indicate price movements over specific periods of
time for a bond fund. Each point on the momentum indicator represents
a fund's percentage change in price movements over that period.

As of November 30 , 1999, FMR advised over $__ billion in
municipal fund assets, $__ billion in taxable fixed-income fund
assets, $__ billion in money market fund assets, $___ billion in
equity fund assets, $__ billion in international fund assets, and $___
billion in Spartan fund assets. The funds may reference the growth and
variety of money market mutual funds and the adviser's innovation
and participation in the industry. The equity funds under
management figure represents the largest amount of equity fund assets
under management by a mutual fund investment adviser in the United
States, making FMR America's leading equity (stock) fund manager. FMR,
its subsidiaries, and affiliates maintain a worldwide information and
communications network for the purpose of researching and managing
investments abroad.

In addition to performance rankings, a fund may compare its
total expense ratio to the average total expense ratio of similar
funds tracked by Lipper. A fund's total expense ratio is a significant
factor in comparing bond and money market investments because of its
effect on yield.

ADDITIONAL PURCHASE, EXCHANGE AND REDEMPTION INFORMATION

DISTRIBUTIONS AND TAXES

Interest on certain "private activity" securities 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 Spartan Florida Municipal Money Market's policies
of investing so that at least 80% of its income distributions is free
from federal income tax. 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.

A portion of the gain on municipal bonds purchased at market discount
after April 30, 1993 is taxable to shareholders as ordinary income,
not as capital gains. Dividends resulting from a recharacterization of
gain from the sale of bonds purchased at market discount after April
30, 1993 are not considered income for purposes of Spartan Florida
Municipal Money Market's policy of investing so that at least 80%
of its income distributions is free from federal income tax.

[FLORIDA TAX MATTERS. The State of Florida does not currently impose
an income tax on individuals. Thus, individual shareholders of the
funds will not be subject to any Florida income tax on distributions
received from the fund. However, Florida does currently impose an
income tax on corporations. Consequently, distributions may be taxable
to corporate shareholders.

The State of Florida currently imposes an "intangible tax" at the
annual rate of two mills, or .20% on certain securities and other
intangible personal property owned by Florida residents. With respect
to the first mill, or first .10%, of the intangible tax, every natural
person is entitled each year to an exemption of the first $20,000 of
the value of the property subject to the tax. A husband and wife
filing jointly will have an exemption of $40,000. With respect to the
last mill, or last .10%, of the intangible tax, every natural person
is entitled each year to an exemption of the first $100,000 of the
value of the property subject to the tax. A husband and wife filing
jointly will have an exemption of $200,000. Notes, bonds, and other
obligations issued by the State of Florida or its municipalities,
counties, and other taxing districts, or by the U.S. government, its
agencies and certain U.S. territories and possessions (such as Guam,
Puerto Rico and the Virgin Islands) are exempt from this intangible
tax. If on the last business day of any year, the fund consists solely
of such exempt assets, then the fund's shares will be exempt from the
Florida intangible tax payable in the following year.

In order to take advantage of the exemption from the intangible tax in
any year, a fund must sell any non-exempt assets held in its portfolio
during the year and reinvest the proceeds in exempt assets on or
before the last business day of the calendar year. Transaction costs
involved in restructuring a fund in this fashion would likely reduce
investment return and might exceed any increased investment return the
fund achieved by investing in non-exempt assets during the year.

The foregoing is a general and abbreviated summary of certain
provisions of Florida law. You should consult your tax adviser to
determine the precise application of Florida or other state law to
your particular situation.]

CAPITAL GAIN DISTRIBUTIONS. Each fund's long-term capital gain
distributions are federally taxable to shareholders generally as
capital gains. The money market fund may distribute any net realized
capital gains once a year or more often, as necessary.

[As of November 30, 199 9 , [the/each] [fund/[Name(s) of
Fund(s)]] had a capital loss carryforward aggregating approximately
$____. This loss carryforward, of which $___, $___, and $___will
expire on November 30, 199_, ____, and ____ , respectively, is
available to offset future capital gains.]

TRUSTEES AND OFFICERS

The Trustees, Members of the Advisory Board, and executive officers of
the trust are listed below. The Board of Trustees governs each fund
and is responsible for protecting the interests of shareholders. The
Trustees are experienced executives who meet periodically throughout
the year to oversee each fund's activities, review contractual
arrangements with companies that provide services to each fund, and
review each fund's performance. 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 Members of the
Advisory Board also serve in similar capacities for other funds
advised by FMR or its affiliates. The business address of each
Trustee, Member of the Advisory Board, and officer who is an
"interested person" (as defined in the 1940 Act) is 82 Devonshire
Street, Boston, Massachusetts 02109, which is also the address of FMR.
The business address of all the other Trustees is Fidelity
Investments, P.O. Box 9235, Boston, Massachusetts 02205-9235. Those
Trustees who are "interested persons" by virtue of their affiliation
with either the trust or FMR are indicated by an asterisk (*).

*EDWARD C. JOHNSON 3d ( 69 ), 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 Fidelity Investments Money Management, Inc. (1998),
Fidelity Management & Research (U.K.) Inc., and Fidelity Management &
Research (Far East) Inc.; and a Director of FDC. Abigail Johnson,
Member of the Advisory Board of Fidelity Court Street Trust and
Fidelity Court Street Trust II , is Mr. Johnson's daughter.

ABIGAIL P. JOHNSON ( 37 ), Member of the Advisory Board of
Fidelity Court Street Trust and Fidelity Court Street Trust II
(1999), is Vice President of certain Equity Funds (1997), and is a
Director of FMR Corp. (1994). Before assuming her current
responsibilities, Ms. Johnson managed a number of Fidelity funds.
Edward C. Johnson 3d, Trustee and President of the Funds, is Ms.
Johnson's father.

J. GARY BURKHEAD ( 58 ), Member of the Advisory Board (1997), is
Vice Chairman and a Member of the Board of Directors of FMR Corp.
(1997) and President of Fidelity Personal Investments and Brokerage
Group (1997). Previously, Mr. Burkhead served as President of Fidelity
Management & Research Company.

RALPH F. COX ( 67 ), Trustee, is President of RABAR Enterprises
(management consulting-engineering industry, 1994). Prior to February
1994, he was President of Greenhill Petroleum Corporation (petroleum
exploration and production). Until March 1990, Mr. Cox was President
and Chief Operating Officer of Union Pacific Resources Company
(exploration and production). He is a Director of USA Waste Services,
Inc. (non-hazardous waste, 1993), CH2M Hill Companies (engineering),
Rio Grande, Inc. (oil and gas production), and Daniel Industries
(petroleum measurement equipment manufacturer). In addition, he is a
member of advisory boards of Texas A&M University and the University
of Texas at Austin.

PHYLLIS BURKE DAVIS ( 67 ), Trustee. 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),
and previously served as a Director of Hallmark Cards, Inc.
(1985-1991) and Nabisco Brands, Inc. In addition, she is a member of
the President's Advisory Council of The University of Vermont School
of Business Administration.

ROBERT M. GATES ( 56 ), Trustee (1997), is a consultant, author,
and lecturer (1993). Mr. Gates was Director of the Central
Intelligence Agency (CIA) from 1991-1993. From 1989 to 1991, Mr. Gates
served as Assistant to the President of the United States and Deputy
National Security Advisor. Mr. Gates is a Director of LucasVarity PLC
(automotive components and diesel engines), Charles Stark Draper
Laboratory (non-profit), NACCO Industries, Inc. (mining and
manufacturing), and TRW Inc. (original equipment and replacement
products). Mr. Gates also is a Trustee of the Forum for International
Policy and of the Endowment Association of the College of William and
Mary. In addition, he is a member of the National Executive Board of
the Boy Scouts of America.

E. BRADLEY JONES ( 72 ), Trustee. Prior to his retirement in
1984, Mr. Jones was Chairman and Chief Executive Officer of LTV Steel
Company. He is a Director of TRW Inc. (original equipment and
replacement products), Consolidated Rail Corporation, Birmingham Steel
Corporation, and RPM, Inc. (manufacturer of chemical products), and he
previously served as a Director of NACCO Industries, Inc. (mining and
manufacturing, 1985-1995), Hyster-Yale Materials Handling, Inc.
(1985-1995), and Cleveland-Cliffs Inc. (mining), and as a Trustee of
First Union Real Estate Investments. In addition, he serves as a
Trustee of the Cleveland Clinic Foundation, where he has also been a
member of the Executive Committee as well as Chairman of the Board and
President, a Trustee and member of the Executive Committee of
University School (Cleveland), and a Trustee of Cleveland Clinic
Florida.

DONALD J. KIRK ( 67 ), Trustee, is Executive-in-Residence (1995)
at Columbia University Graduate School of Business and a financial
consultant. From 1987 to January 1995, Mr. Kirk was a Professor at
Columbia University Graduate School of Business. Prior to 1987, he was
Chairman of the Financial Accounting Standards Board. Mr. Kirk
previously served as a Director of General Re Corporation
(reinsurance, 1987-1998) and Valuation Research Corp. (appraisals and
valuations, 1993-1995). H e serves as Chairman of the Board of
Directors of National Arts Stabilization Inc., Chairman of the Board
of Trustees of the Greenwich Hospital Association, Director of the
Yale-New Haven Health Services Corp. (1998), a Member of the Public
Oversight Board of the American Institute of Certified Public
Accountants' SEC Practice Section (1995), and as a Public Governor of
the National Association of Securities Dealers, Inc. (1996).

*PETER S. LYNCH ( 56 ), Trustee, is Vice Chairman and Director of
FMR. Prior to May 31, 1990, he was a Director of FMR 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). 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.

WILLIAM O. McCOY ( 66 ), Trustee (1997), is the Vice President of
Finance for the University of North Carolina (16-school system, 1995).
Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman
of the Board of BellSouth Corporation (telecommunications, 1984) and
President of BellSouth Enterprises (1986). He is currently a Director
of Liberty Corporation (holding company, 1984), Weeks Corporation of
Atlanta (real estate, 1994), Carolina Power and Light Company
(electric utility, 1996), and the Kenan Transport Co. (1996).
Previously, he was a Director of First American Corporation (bank
holding company, 1979-1996). In addition, Mr. McCoy serves as a member
of the Board of Visitors for the University of North Carolina at
Chapel Hill (1994) and for the Kenan-Flager Business School
(University of North Carolina at Chapel Hill, 1988).

GERALD C. McDONOUGH ( 71 ), Trustee and Chairman of the
non-interested Trustees, is Chairman of G.M. Management Group
(strategic advisory services). Mr. McDonough is a Director of York
International Corp. (air conditioning and refrigeration), Commercial
Intertech Corp. (hydraulic systems, building systems, and metal
products, 1992), CUNO, Inc. (liquid and gas filtration products,
1996), and Associated Estates Realty Corporation (a real estate
investment trust, 1993). Mr. McDonough served as a Director of
ACME-Cleveland Corp. (metal working, telecommunications, and
electronic products) from 1987-1996 and Brush-Wellman Inc. (metal
refining) from 1983-1997.

THOMAS R. WILLIAMS ( 71 ), 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 ConAgra, Inc. (agricultural products), Georgia Power
Company (electric utility), National Life Insurance Company of
Vermont, American Software, Inc., and AppleSouth, Inc. (restaurants,
1992).

DWIGHT D. CHURCHILL ( 45 ), is Vice President of Bond Funds,
Group Leader of the Bond Group, Senior Vice President of FMR (1997),
and Vice President of FIMM (1998). Mr. Churchill joined Fidelity in
1993 as Vice President and Group Leader of Taxable Fixed-Income
Investments.

BOYCE I. GREER ( 43 ), is Vice President of Money Market Funds
(1997), Group Leader of the Money Market Group (1997), Senior Vice
President of FMR (1997), and Vice President of FIMM (1998). Mr. Greer
served as the Leader of the Fixed-Income Group for Fidelity Management
Trust Company (1993-1995) and was Vice President and Group Leader of
Municipal Fixed-Income Investments (1996-1997).

FRED L. HENNING, JR. ( 60 ), is Vice President of Fidelity's
Fixed-Income Group (1995), Senior Vice President of FMR (1995), and
Senior Vice President of FIMM (1998). Before assuming his current
responsibilities, Mr. Henning was head of Fidelity's Money Market
Division.

[Christine J. Thompson (41) is Vice President and manager of
Spartan Florida Municipal Income Fund (1998)...]

SCOTT A. ORR (37), is Vice President of Spartan Florida Municipal
Money Market Fund (1996), and other funds advised by FMR. Prior to his
current responsibilities, Mr. Orr managed a variety of Fidelity
funds.

ERIC D. ROITER ( 51 ), Secretary (1998), is Vice President (1998)
and General Counsel of FMR (1998) and Vice President and Clerk of FDC
(1998). Prior to joining Fidelity, Mr. Roiter was with the law firm of
Debevoise & Plimpton, as an associate (1981-1984) and as a partner
(1985-1997), and served as an Assistant General Counsel of the U.S.
Securities and Exchange Commission (1979-1981). Mr. Roiter was an
Adjunct Member, Faculty of Law, at Columbia University Law School
(1996-1997).

RICHARD A. SILVER ( 52 ), Treasurer (1997), is Treasurer of the
Fidelity funds and is an employee of FMR (1997). Before joining FMR,
Mr. Silver served as Executive Vice President, Fund Accounting &
Administration at First Data Investor Services Group, Inc.
(1996-1997). Prior to 1996, Mr. Silver was Senior Vice President and
Chief Financial Officer at The Colonial Group, Inc. Mr. Silver also
served as Chairman of the Accounting/Treasurer's Committee of the
Investment Company Institute (1987-1993).

MATTHEW N. KARSTETTER ( 38 ), Deputy Treasurer (1998), is Deputy
Treasurer of the Fidelity funds and is an employee of FMR (1998).
Before joining FMR, Mr. Karstetter served as Vice President of
Investment Accounting and Treasurer of IDS Mutual Funds at American
Express Financial Advisors (1996-1998). Prior to 1996, Mr. Karstetter
was Vice President, Mutual Fund Services at State Street Bank & Trust
(1991-1996).

STANLEY N. GRIFFITH ( 53 ), Assistant Vice President (1998), is
Assistant Vice President of Fidelity's Fixed-Income Funds (1998) and
an employee of FMR Corp.

JOHN H. COSTELLO ( 53 ), Assistant Treasurer, is an employee of
FMR.

THOMAS J. SIMPSON ( 41 ), Assistant Treasurer (1996), is
Assistant Treasurer of Fidelity's Fixed-Income Funds (1998) and an
employee of FMR (1996). Prior to joining FMR, Mr. Simpson was Vice
President and Fund Controller of Liberty Investment Services
(1987-1995).

The following table sets forth information describing the compensation
of each Trustee and Member of the Advisory Board of each fund
for his or her services for the fiscal year ended November 30,
1999, or calendar year ended December 31, 1998, as applicable.

COMPENSATION TABLE

Trustees and Members of the Aggregate Compensation from Aggregate Compensation from Total Compensation from the
Advisory Board Spartan Florida Municipal Spartan Florida Municipal Fund Complex* A
Money Market [B,]C Income [B,]D

Edward C. Johnson 3d ** $ 0 $ 0 $ 0

Abigail P. Johnson ** $ 0 $ 0 $ 0

J. Gary Burkhead ** $ 0 $ 0 $ 0

Ralph F. Cox $ $ $ 223,500

Phyllis Burke Davis $ $ $ 220,500

Robert M. Gates $ $ $223,500

E. Bradley Jones $ $ $ 222,000

Donald J. Kirk $ $ $ 226,500

Ned. C Lautenbach*** $ 0 $ 0 $ 0

Peter S. Lynch ** $ 0 $ 0 $ 0

William O. McCoy $ $ $ 223,500

Gerald C. McDonough $ $ $ 273,500

Marvin L. Mann $ $ $ 220,500

Robert C. Pozen** $ 0 $ 0 $ 0

Thomas R. Williams $ $ $223,500

</TABLE>

* Information is for the calendar year ended December 31, 1998 for 237
funds in the complex.

** Interested Trustees of the funds, Ms. Johnson and Mr. Burkhead are
compensated by FMR.

*** Effective October 14, 1999, Mr. Lautenbach serves as a member
of the Advisory Board.

[B Compensation figures include cash, and may include amounts required
to be deferred and amounts deferred at the election of Trustees.]

[C The following amounts are required to be deferred by each
non-interested Trustee: Ralph F. Cox, $__; Phyllis Burke Davis,
$__;Robert M. Gates, $__; E. Bradley Jones, $__; Donald J. Kirk, $__;
William O. McCoy, $__; Gerald C. McDonough, $__; Marvin L. Mann, $__;
and Thomas R. Williams, $__.]

[E Certain of the non-interested Trustees' aggregate compensation
from [a/the] fund includes accrued voluntary deferred compensation as
follows: [Trustee name, dollar amount of deferred compensation, fund
name]; [Trustee name, dollar amount of deferred compensation, fund
name] and [Trustee name, dollar amount of deferred compensation, fund
name].]

[ As of [DATE], approximately __% of [Fund Name(s)]'s total
outstanding shares was held by [FMR] [[and] [an] FMR affiliate[s]].
FMR Corp. is the ultimate parent company of [FMR] [[and] [this/these]
FMR affiliate[s]]. By virtue of their ownership interest in FMR Corp.,
as described in the "Control of Investment Adviser[s]" section on page
___, Mr. Edward C. Johnson 3d, President and Trustee of the fund, and
Ms. Abigail P. Johnson, Member of the Advisory Board of the fund, may
be deemed to be a beneficial owner of these shares. As of the above
date, with the exception of Mr. Johnson 3d's and Ms. Johnson's
deemed ownership of [Fund Name(s)]'s shares, the Trustees, Members of
the Advisory Board, and officers of the funds owned, in the aggregate,
less than __% of each fund's total outstanding shares.]

[As of [DATE], the Trustees, Members of the Advisory Board, and
officers of [the/each] fund owned, in the aggregate, less than __% of
[[each fund/[Fund Name(s)]]'s total outstanding shares.]

As of [DATE], the following owned of record or beneficially 5% or
more (up to and including 25%) of [[each fund/[Fund Name(s)]]'s
outstanding shares:]

CONTROL OF INVESTMENT ADVISERS

MANAGEMENT CONTRACTS

Each fund has entered into a management contract with FMR, pursuant to
which FMR furnishes investment advisory and other services.

MANAGEMENT-RELATED EXPENSES ( SPARTAN FLORIDA MUNICIPAL INCOME ).
In addition to the management fee payable to FMR and the fees
payable to the transfer, dividend disbursing, and shareholder
servicing agent and pricing and bookkeeping agent , the
fund pays all of its expenses that are not assumed by those
parties. The fund pays for the typesetting, printing, and
mailing of its proxy materials to shareholders, legal expenses, and
the fees of the custodian, auditor, and non-interested Trustees. The
fund's management contract further provides that the fund will pay for
typesetting, printing, and mailing prospectuses, statements of
additional information, notices, and reports to shareholders; however,
under the terms of the fund's transfer agent agreement, the transfer
agent bears the costs of providing these services to existing
shareholders. Other expenses paid by the fund include interest, taxes,
brokerage commissions, the fund's proportionate share of insurance
premiums and Investment Company Institute dues, and the costs of
registering shares under federal securities laws and making necessary
filings under state securities laws. The fund is also liable for such
non-recurring 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 its officers and Trustees with respect to
litigation.

MANAGEMENT-RELATED EXPENSES ( SPARTAN FLORIDA MUNICIPAL MONEY
MARKET ). Under the terms of its management contract with the fund,
FMR is responsible for payment of all operating expenses of the fund
with certain exceptions. Specific expenses payable by FMR include
expenses for typesetting, printing, and mailing proxy materials to
shareholders, legal expenses, fees of the custodian, auditor, and
interested Trustees, the fund's proportionate share of insurance
premiums and Investment Company Institute dues, and the costs of
registering shares under federal securities laws and making necessary
filings under state securities laws. The fund's management contract
further provides that FMR will pay for typesetting, printing, and
mailing prospectuses, statements of additional information, notices,
and reports to shareholders; however, under the terms of the fund's
transfer agent agreement, the transfer agent bears the costs of
providing these services to existing shareholders. FMR also pays all
fees associated with transfer agent, dividend disbursing, and
shareholder services and pricing and bookkeeping services.

[FMR pays all other expenses of Spartan Florida Municipal Money
Market with the following exceptions: fees and expenses of the
non-interested Trustees, interest, 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 its officers and Trustees with respect to
litigation.]

MANAGEMENT FEES. For the services of FMR under the management
contract, Spartan Florida Municipal Money Market pays FMR a
monthly management fee at the annual rate of 0.50 % of the
fund's average net assets throughout the month.

The management fee paid to FMR by Spartan Florida Municipal Money
Market is reduced by an amount equal to the fees and expenses paid
by the fund to the non-interested Trustees.

For the services of FMR under the management contract, Spartan
Florida Municipal Income pays FMR a monthly management fee which has
two components: a group fee rate and an individual fund fee rate.

The group fee rate is based on the monthly average net assets of
all of the registered investment companies with which FMR has
management contracts .

GROUP FEE RATE SCHEDULE EFFECTIVE ANNUAL FEE RATES

Average Group Assets Annualized Rate Group Net Assets Effective Annual Fee Rate

0 - $3 billion .3700% $ 1 billion .3700%

3 - 6 .3400 50 .2188

6 - 9 .3100 100 .1869

9 - 12 .2800 150 .1736

12 - 15 .2500 200 .1652

15 - 18 .2200 250 .1587

18 - 21 .2000 300 .1536

21 - 24 .1900 350 .1494

24 - 30 .1800 400 .1459

30 - 36 .1750 450 .1427

36 - 42 .1700 500 .1399

42 - 48 .1650 550 .1372

48 - 66 .1600 600 .1349

66 - 84 .1550 650 .1328

84 - 120 .1500 700 .1309

120 - 156 .1450 750 .1291

156 - 192 .1400 800 .1275

192 - 228 .1350 850 .1260

228 - 264 .1300 900 .1246

264 - 300 .1275 950 .1233

300 - 336 .1250 1,000 .1220

336 - 372 .1225 1,050 .1209

372 - 408 .1200 1,100 .1197

408 - 444 .1175 1,150 .1187

444 - 480 .1150 1,200 .1177

480 - 516 .1125 1,250 .1167

516 - 587 .1100 1,300 .1158

587 - 646 .1080 1,350 .1149

646 - 711 .1060 1,400 .1141

711 - 782 .1040

782 - 860 .1020

860 - 946 .1000

946 - 1,041 .0980

1,041 - 1,145 .0960

1,145 - 1,260 .0940

over 1,260 .0920

</TABLE>

The group fee rate is calculated on a cumulative basis pursuant to
the graduated fee rate schedule shown above on the left. The
schedule above on the right shows the effective annual group fee
rate at various asset levels, which is the result of cumulatively
applying t he annualized rates on the left. For example, the
effective annual fee rate at $___ billion of group net assets - the
ap proximate level for November 199 9 - was __%, which is
the weighted average of the respective fe e rates for e ach level
of group net assets u p to $__ billion.

The individual fund fee rate for Spartan Florida Municipal Income
is 0.25 %. Based on the average group net assets of the
funds advised by FMR for November 199 9 , the fund's
annual management fee rate would be calculated as follows:

Group Fee Rate Individual Fund Fee Rate Management Fee Rate

Spartan Florida Municipal 0.___% + 0.25% = 0.___%
Income

</TABLE>

One-twelfth of the management fee rate is applied to the fund's
average net assets for the month, giving a dollar amount which
is the fee for that month.

The following table shows the amount of management fees paid by each
fund to FMR for the past three fiscal years, and the amount of credits
reducing management fees for Spartan Florida Municipal Money Market
[and Spartan Florida Municipal Income] .

Fund Fiscal Years Ended November 30 Amount of Credits Reducing Management Fees Paid to FMR
Management Fees

Spartan Florida Municipal 1999 $ $ *
Money Market

1998 $ $ *

1997 $ $ *

Spartan Florida Municipal 1999 $ $ *
Income(dagger)

1998 $ $ *

1997 $ $ *

</TABLE>

* After reduction of fees and expenses paid by the fund to the
non-interested Trustees.

[(dagger)]On [month] [day], 19__, FMR reduced the [management fee]
rate paid by [Name(s) of Fund(s)] from __% to __%.]

(dagger)Prior to January 1, 2000, Spartan Florida Municipal Income
paid FMR a monthly management fee at an annual rate of __% of the
fund's average net assets throughout the month. FMR paid all of the
other expenses of the fund with limited exceptions. The management fee
paid to FMR for periods prior to January 1, 2000 was reduced by an
amount equal to the fees and expenses paid by the fund to the
non-interested Trustees.

FMR may, from time to time, voluntarily reimburse all or a portion
of a fund's operating expenses (exclusive of interest, taxes,
brokerage commissions, and extraordinary expenses), which, in the case
of certain funds, is subject to revision or discontinuance. FMR
retains the ability to be repaid for these expense reimbursements in
the amount that expenses fall below the limit prior to the end of the
fiscal year.

Expense reimbursements by FMR will increase a fund's returns and
yield, and repayment of the reimbursement by a fund will lower its
returns and yield.

FMR [voluntarily] agreed to reimburse [[certain of] the
fund[s]/[Name(s) of Fund(s)]] if and to the extent that [its/the
fund's] aggregate operating expenses, including management fees, were
in excess of an annual rate of its average net assets. The table[s]
below show[s] the period[s] of reimbursement and level[s] of expense
limitation[s] for the applicable fund[s]]; the dollar amount of
management fees incurred under [the/each] fund's contract before
reimbursement; and the dollar amount of management fees reimbursed by
FMR under the expense reimbursement for [the/each] period.]

[The reimbursement arrangement that is in effect for [[the
fund/[Name(s) of Fund(s)]] will continue through [month] [day], 19__,
after which time FMR may elect to discontinue it.]

Period[s] of Expense Limitation Aggregate Operating Expense Fiscal Years Ended [Month Day]
From To Limitation

[Fund Name] Month, day, year Month, day, year % 199_

Month, day, year Month, day, year % 199_

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
Management Fee Before Amount of Management Fee
Reimbursement Reimbursement

[Fund Name] $ [*] $

$ [*] $

</TABLE>

* After reduction of fees and expenses paid by the fund to the
non-interested Trustees.

SUB-ADVISER. FMR has entered into a sub-advisory agreement with FIMM
pursuant to which FIMM has primary responsibility for choosing
investments for each fund. Prior to January 23, 1998, FMR Texas Inc.
(FMR Texas) had primary responsibility for providing investment
management services to the money market fund. On January 23, 1998, FMR
Texas was merged into FIMM, which succeeded to the operations of FMR
Texas.

On behalf of the money market fund, for the fiscal years ended
November 30, 1997 and 1998, FMR paid FMR Texas fees of $________, and
$_____, respectively. On behalf of the money market fund, for the
fiscal years ended November 30, 1998, and 1999, FMR paid FIMM fees of
$________, and $_____, respectively.

On behalf of Spartan Florida Municipal Income , for
the fiscal years ended November 30, 1998, and 1999, FMR paid FIMM fees
of $______, and $_____, respectively.

DISTRIBUTION SERVICES

Payments made by FMR either directly or through FDC to
intermediaries for the fiscal year ended 1999 amounted to $____ [for
[Fund Name]], and $_____ [for [Fund Name]].

[FMR made no payments either directly or through FDC to intermediaries
for the fiscal year ended 1999.]

Each fund may execute portfolio transactions with, and purchase
securities issued by, depository institutions that receive payments
under the Plan s . No preference for the instruments of such
depository institutions will be shown in the selection of investments.

TRANSFER AND SERVICE AGENT AGREEMENTS

Each fund has entered into a transfer agent agreement with
Citibank, N.A., which is located at 111 Wall Street, New York, New
York. Under the terms of the agreements, Citibank, N.A. provides
transfer agency, dividend disbursing, and shareholder services for
each fund. Citibank, N.A. in turn has entered into sub-transfer agent
agreements with FSC , an affiliate of FMR. Under the terms of
the sub-agreements, FSC performs all processing activities
associated with providing these services for each fund and receives
all related transfer agency fees paid to Citibank, N.A.

FSC also collects small account fees from certain accounts with
balances of less than $2,500.

In addition, FSC collects a $ 5.00 exchange fee for each
exchange out of Spartan Florida Municipal Money Market .

FSC also collects Spartan Florida Municipal Money Market 's
$ 5.00 account closeout fee.

FSC also collects Spartan Florida Municipal Money Market 's
$ 2.00 checkwriting fee.

FSC also collects Spartan Florida Municipal Money
Market 's $ 5.00 wire transaction fee.

In addition, Citibank, N.A. receives the pro rata portion of the
transfer agency fees applicable to shareholder accounts in a qualified
state tuition program (QSTP), as defined under the Small Business Job
Protection Act of 1996, managed by FMR or an affiliate and in each
Fidelity Freedom Fund, a fund of funds managed by an FMR affiliate,
according to the percentage of the QSTP's or Freedom Fund's assets
that is invested in a fund.

Each fund has also entered into a service agent agreement with
Citibank, N.A. Under the terms of the agreements, Citibank, N.A.
provides pricing and bookkeeping services for each fund. Citibank,
N.A. in turn has entered into sub-service agent agreements with FSC.
Under the terms of the sub-agreements, FSC performs all processing
activities associated with providing these services, including
calculating the NAV and dividends for each fund and maintaining each
fund's portfolio and general accounting records, and receives all
related pricing and bookkeeping fees paid to Citibank, N.A.

For providing pricing and bookkeeping services, FSC receives a monthly
fee based on each fund's average daily net assets throughout the
month.

The annual rates for pricing and bookkeeping services for [the
Domestic Fixed-Income Fund] are 0.0275% of the first $500 million of
average net assets, 0.0175% of average net assets between $500 million
and $3 billion, and 0.0010% of average net assets in excess of $3
billion. The fee, not including reimbursement for out-of-pocket
expenses, is limited to a minimum of $60,000 per year.

For Spartan Florida Municipal Money Market , FMR bears the cost
of transfer agency, dividend disbursing, and shareholder services and
pricing and bookkeeping services under the terms of its management
contract with the fund.

DESCRIPTION OF THE TRUSTS

TRUST ORGANIZATION. Spartan Florida Municipal Income Fund is a fund of
Fidelity Court Street Trust, an open-end management investment company
organized as a Massachusetts business trust on April 21, 1977.
Currently there are four funds in Fidelity Court Street Trust: Spartan
Connecticut Municipal Income Fund, Spartan Municipal Income Fund,
Spartan New Jersey Municipal Income Fund, and Spartan Florida
Municipal Income Fund. The trustees are permitted to create
additional funds in the trust.

Spartan Florida Municipal Money Market Fund is a fund of Fidelity
Court Street Trust II, an open-end management investment company
organized as a Delaware business trust on June 20, 1991. Currently,
there are five funds in Fidelity Court Street Trust II: Fidelity
Connecticut Municipal Money Market Fund, Fidelity New Jersey Municipal
Money Market Fund, Spartan Florida Municipal Money Market Fund,
Spartan Connecticut Municipal Money Market Fund, and Spartan New
Jersey Municipal Money Market Fund. The trustees are permitted to
create additional funds in the trust.

The Declaration of Trust contains an express disclaimer of
shareholder liability for the debts, liabilities, obligations, and
expenses of the trust or fund. The Declaration of Trust provides that
the Massachusetts 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 Massachusetts trust or its Trustees relating to
the trust or to a fund shall include a provision limiting the
obligations created thereby to the Massachusetts trust or to one or
more funds and its or their assets. The Declaration of Trust further
provides that shareholders of a fund shall not have a claim on or
right to any assets belonging to any other fund.

The shares have no preemptive or conversion rights. Shares are fully
paid and nonassessable, except as set forth under the heading
"Shareholder Liability" above.

The trust or any of its funds may be terminated upon the sale of
its assets to, or merger with, another open-end management investment
company or series thereof, or upon liquidation and distribution of its
assets. Generally, the merger of the trust or a fund with another
entity or the sale of substantially all of the assets of the trust or
a fund to another entity requires approval by a vote of shareholders
of the trust or the fund. The Trustees may, however, reorganize or
terminate the trust or any of its funds without prior shareholder
approval. In the event of the dissolution or liquidation of the trust,
shareholders of each of its funds are entitled to receive the
underlying assets of such fund available for distribution. In the
event of the dissolution or liquidation of a fund, shareholders of
that fund are entitled to receive the underlying assets of the fund
available for distribution.

The shares have no preemptive or conversion rights. Shares are fully
paid and nonassessable, except as set forth under the heading
"Shareholder Liability" above.

AUDITOR.

, serves as independent accountant for each fund.
The auditor examines financial statements for the funds and provides
other audit, tax, and related services.

FINANCIAL STATEMENTS

APPENDIX

Spartan, Fidelity, Fidelity Investments and (Pyramid) Design and
Fidelity Focus are registered trademarks of FMR Corp.

THE THIRD PARTY MARKS APPEARING ABOVE ARE THE MARKS OF THEIR
RESPECTIVE OWNERS.

PART C. OTHER INFORMATION

Item 23. Exhibits

(a) Form of Amended and Restated Declaration of Trust is filed herein
as Exhibit (a).

(b) Bylaws of the Trust, as amended and dated May 19, 1994, are
incorporated herein by reference to Exhibit 2(a) of Fidelity Union
Street Trust's (File No. 2-50318) Post-Effective Amendment No. 87.

(d) (1) Form of Management Contract between Fidelity Court Street
Trust on behalf of Spartan Municipal Income Fund and Fidelity
Management & Research Company is filed herein as Exhibit d(1).

(2) Form of Management Contract between Fidelity Court Street
Trust on behalf of Spartan Florida Municipal Income Fund and Fidelity
Management & Research Company is filed herein as Exhibit d(2).

(3) Form of Management Contract between Fidelity Court Street
Trust on behalf of Spartan New Jersey Municipal Income Fund and
Fidelity Management & Research Company is filed herein as Exhibit
d(3).

(4) Form of Management Contract between Fidelity Court Street
Trust on behalf of Spartan Connecticut Municipal Income Fund and
Fidelity Management & Research Company is filed herein as Exhibit
d(4).

(5) Sub-Advisory Agreement, dated January 1, 1999, between
Fidelity Management & Research Company, on behalf of Spartan Municipal
Income Fund, and Fidelity Investments Money Management, Inc., is
incorporated herein by reference to Exhibit d(5) of Post-Effective
Amendment No. 75.

(6) Sub-Advisory Agreement, dated January 1, 1999, between
Fidelity Management & Research Company, on behalf of Spartan Florida
Municipal Income Fund, and Fidelity Investments Money Management,
Inc., is incorporated herein by reference to Exhibit d(6) of
Post-Effective Amendment No. 75.

(7) Sub-Advisory Agreement, dated January 1, 1999, between
Fidelity Management & Research Company, on behalf of Spartan New
Jersey Municipal Income Fund, and Fidelity Investments Money
Management, Inc., is incorporated herein by reference to Exhibit d(7)
of Post-Effective Amendment No. 75.

(8) Sub-Advisory Agreement, dated January 1, 1999, between
Fidelity Management & Research Company, on behalf of Spartan
Connecticut Municipal Income Fund, and Fidelity Investments Money
Management, Inc., is incorporated herein by reference to Exhibit d(8)
of Post-Effective Amendment No. 75.

(e) (1) General Distribution Agreement, dated April 1, 1987,
between Fidelity Court Street Trust on behalf of Fidelity High Yield
Municipal Fund (currently known as Spartan Municipal Income Fund) and
Fidelity Distributors Corporation, is incorporated herein by reference
to Exhibit 6(a) of Post-Effective Amendment No. 54.

(2) General Distribution Agreement, dated August 10, 1987,
between Fidelity Court Street Trust on behalf of Fidelity New Jersey
Tax-Free High Yield Portfolio (currently known as Spartan New Jersey
Municipal Income Fund) and Fidelity Distributors Corporation, is
incorporated herein by reference to Exhibit 6(b) of Post-Effective
Amendment No. 54.

(3) General Distribution Agreement, dated October 15, 1987,
between Fidelity Court Street Trust on behalf of Fidelity Connecticut
Tax-Free High Yield Portfolio (currently known as Spartan Connecticut
Municipal Income Fund) and Fidelity Distributors Corporation, is
incorporated herein by reference to Exhibit 6(c) of Post-Effective
Amendment No. 55.

(4) Amendment, dated January 1, 1988, to the General
Distribution Agreement between Fidelity Court Street Trust on behalf
of Fidelity High Yield Municipal Fund (currently known as Spartan
Municipal Income Fund) and Fidelity Distributors Corporation, is
incorporated herein by reference to Exhibit 6(d) of Post-Effective
Amendment No. 54.

(5) Amendment, dated January 1, 1988, to the General
Distribution Agreement between Fidelity Court Street Trust on behalf
of Fidelity New Jersey Tax-Free High Yield Portfolio (currently known
as Spartan New Jersey Municipal Income Fund) and Fidelity Distributors
Corporation, is incorporated herein by reference to Exhibit 6(e) of
Post-Effective Amendment No. 54.

(6) Amendment, dated May 10, 1994, to the General Distribution
Agreement between Fidelity Court Street Trust on behalf of Spartan
Connecticut Municipal High Yield Portfolio (currently known as Spartan
Connecticut Municipal Income Fund) and Fidelity Distributors
Corporation, is incorporated herein by reference to Exhibit 6(f) of
Post-Effective Amendment No. 55.

(7) General Distribution Agreement, dated February 20, 1992,
between Fidelity Court Street Trust on behalf of Spartan Florida
Municipal Income Portfolio (currently known as Spartan Florida
Municipal Income Fund) and Fidelity Distributors Corporation, is
incorporated herein by reference to Exhibit 6(g) of Post-Effective
Amendment No. 53.

(8) Amendments, dated March 14, 1996 and July 15, 1996, to the
General Distribution Agreement between Fidelity Court Street Trust, on
behalf of Spartan New Jersey Municipal Income Fund, and Fidelity
Distributors Corporation, are incorporated herein by reference to
Exhibit 6(b) of Post-Effective Amendment No. 61.

(9) Amendments, dated March 14, 1996 and July 15, 1996, to the
General Distribution Agreement between Fidelity Court Street Trust, on
behalf of Spartan Municipal Income Fund, Spartan Connecticut Municipal
Income Fund, and Spartan Florida Municipal Income Fund, and Fidelity
Distributors Corporation, are incorporated herein by reference to
Exhibit 6(a) of Post-Effective Amendment No. 61.

(f) (1) The Fee Deferral Plan for Non-Interested Person Directors
and Trustees of the Fidelity Funds, effective as of September 14, 1995
and amended through November 14, 1996, is incorporated herein by
reference to Exhibit 7(b) of Fidelity Aberdeen Street Trust's (File
No. 33-43529) Post-Effective Amendment No. 19.

(g) Custodian Agreement, Appendix A, Appendix B, and Appendix C,
dated May 1, 1998, between Citibank, N.A. and the Registrant are
incorporated herein by reference to Exhibit g(5) of Fidelity Union
Street Trust's (File No. 2-50318) Post-Effective Amendment No. 102.

(h) Not applicable.

(i) Not applicable.

(j) Not applicable.

(k) Not applicable.

(l) Not applicable.

(m) (1) Distribution and Service Plan pursuant to Rule 12b-1 Spartan
Municipal Income Fund is filed herein as Exhibit m(1).

(2) Distribution and Service Plan pursuant to Rule 12b-1 for
Spartan New Jersey Municipal Income Fund is filed herein as Exhibit
m(2).

(3) Distribution and Service Plan pursuant to Rule 12b-1 for
Spartan Connecticut Municipal Income Fund is filed herein as Exhibit
m(3).

(4) Distribution and Service Plan pursuant to Rule 12b-1 for
Spartan Florida Municipal Income Fund is filed herein as Exhibit m(4).

(n) Not applicable.

(o) Not applicable.

Item 24. Trusts Controlled by or under Common Control with this Trust

The Board of Trustees of the Trust is the same as the board of other
Fidelity funds, each of which has Fidelity Management & Research
Company, or an affiliate, as its investment adviser. In addition, the
officers of the Trust are substantially identical to those of the
other Fidelity funds. Nonetheless, the Trust takes the position that
it is not under common control with other Fidelity funds because the
power residing in the respective boards and officers arises as the
result of an official position with the respective trusts.

Item 25. 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 Trust 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 or her in connection with any
claim, action, suit or proceeding in which he or she is involved by
virtue of his or her service as a trustee or officer and against any
amount incurred in settlement thereof. Indemnification will not be
provided to a person adjudged by a court or other adjudicatory body to
be liable to the Trust or its shareholders by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of his
or her duties (collectively, "disabling conduct"), or not to have
acted in good faith in the reasonable belief that his or her action
was in the best interest of the Trust. In the event of a settlement,
no indemnification may be provided unless there has been a
determination, as specified in the Declaration of Trust, that the
officer or trustee did not engage in disabling conduct.

Pursuant to Section 11 of the Distribution Agreement, the Trust
agrees to indemnify and hold harmless the Distributor and each of its
directors and officers and each person, if any, who controls the
Distributor within the meaning of Section 15 of the 1933 Act against
any loss, liability, claim, damages or expense (including the
reasonable cost of investigating or defending any alleged loss,
liability, claim, damages, or expense and reasonable counsel fees
incurred in connection therewith) arising by reason of any person
acquiring any shares, based upon the ground that the registration
statement, Prospectus, Statement of Additional Information,
shareholder reports or other information filed or made public by the
Trust (as from time to time amended) included an untrue statement of a
material fact or omitted to state a material fact required to be
stated or necessary in order to make the statements not misleading
under the 1933 Act, or any other statute or the common law. However,
the Trust does not agree to indemnify the Distributor or hold it
harmless to the extent that the statement or omission was made in
reliance upon, and in conformity with, information furnished to the
Trust by or on behalf of the Distributor. In no case is the indemnity
of the Trust in favor of the Distributor or any person indemnified to
be deemed to protect the Distributor or any person against any
liability to the Issuer or its security holders to which the
Distributor or such person would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance
of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement.

Pursuant to the agreement by which Fidelity Service Company, Inc.
("FSC") is appointed sub-transfer agent, the Transfer Agent agrees to
indemnify FSC for FSC's losses, claims, damages, liabilities and
expenses (including reasonable counsel fees and expenses) (losses) to
the extent that the Transfer Agent is entitled to and receives
indemnification from the Fund for the same events. Under the Transfer
Agency Agreement, the Trust agrees to indemnify and hold the Transfer
Agent harmless against any losses, claims, damages, liabilities, or
expenses (including reasonable counsel fees and expenses) resulting
from:

(1) any claim, demand, action or suit brought by any person other
than the Trust, including by a shareholder, which names the Transfer
Agent and/or the Trust as a party and is not based on and does not
result from the Transfer Agent's willful misfeasance, bad faith or
negligence or reckless disregard of duties, and arises out of or in
connection with the Transfer Agent's performance under the Transfer
Agency Agreement; or

(2) any claim, demand, action or suit (except to the extent
contributed to by the Transfer Agent's willful misfeasance, bad faith
or negligence or reckless disregard of its duties) which results from
the negligence of the Trust, or from the Transfer Agent's acting upon
any instruction(s) reasonably believed by it to have been executed or
communicated by any person duly authorized by the Trust, or as a
result of the Transfer Agent's acting in reliance upon advice
reasonably believed by the Transfer Agent to have been given by
counsel for the Trust, or as a result of the Transfer Agent's acting
in reliance upon any instrument or stock certificate reasonably
believed by it to have been genuine and signed, countersigned or
executed by the proper person.

Item 26. Business and Other Connections of Investment Advisers

(1) FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR)

82 Devonshire Street, Boston, MA 02109

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.

Edward C. Johnson 3d Chairman of the Board and
Director of FMR; President
and Chief Executive Officer
of FMR Corp.; Chairman of
the Board and Director of
FMR Corp., Fidelity
Investments Money
Management, Inc. (FIMM),
Fidelity Management &
Research (U.K.) Inc. (FMR
U.K.), and Fidelity
Management & Research (Far
East) Inc. (FMR Far East);
Chairman of the Executive
Committee of FMR; Chairman
and Representative Director
of Fidelity Investments
Japan Limited (FIJ);
President and Trustee of
funds advised by FMR.

Robert C. Pozen President and Director of
FMR; Senior Vice President
and Trustee of funds advised
by FMR; President and
Director of FIMM, FMR U.K.,
and FMR Far East; Director
of Strategic Advisers, Inc.;
Previously, General Counsel,
Managing Director, and
Senior Vice President of FMR
Corp.

Peter S. Lynch Vice Chairman of the Board
and Director of FMR.

John Avery Vice President of FMR.

Robert Bertelson Vice President of FMR.

John H. Carlson Vice President of FMR and of
funds advised by FMR.

Robert C. Chow Vice President of FMR.

Dwight D. Churchill Senior Vice President of FMR
and Vice President of Bond
Funds advised by FMR; Vice
President of FIMM.

Laura B. Cronin Vice President of FMR and
Treasurer of FMR, FIMM, FMR
U.K., and FMR Far East.

Barry Coffman Vice President of FMR.

Arieh Coll Vice President of FMR.

Catherine Collins Vice President of FMR.

Frederic G. Corneel Tax Counsel of FMR.

William Danoff Senior Vice President of FMR
and Vice President of funds
advised by FMR.

Scott E. DeSano Vice President of FMR.

Penelope Dobkin Vice President of FMR and of
a fund advised by FMR.

Walter C. Donovan Vice President of FMR.

Bettina Doulton Senior Vice President of FMR
and of funds advised by FMR.

Stephen DuFour Vice President of FMR.

Margaret L. Eagle Vice President of FMR and of
a fund advised by FMR.

William R. Ebsworth Vice President of FMR.

David Felman Vice President of FMR.

Richard B. Fentin Senior Vice President of FMR
and Vice President of a fund
advised by FMR.

Karen Firestone Vice President of FMR.

Michael B. Fox Assistant Treasurer of FMR,
FIMM, FMR U.K., and FMR Far
East; Vice President and
Treasurer of FMR Corp. and
Strategic Advisers, Inc.;
Vice President of FMR U.K.,
FMR Far East, and FIMM.

Gregory Fraser Vice President of FMR and of
a fund advised by FMR.

Jay Freedman Assistant Clerk of FMR; Clerk
of FMR Corp., FMR U.K., FMR
Far East, and Strategic
Advisers, Inc.; Secretary of
FIMM; Vice President Deputy
General Counsel FMR Corp.

David L. Glancy Vice President of FMR and of
a fund advised by FMR.

Barry A. Greenfield Vice President of FMR.

Boyce I. Greer Senior Vice President of FMR
and Vice President of Money
Market Funds advised by FMR;
Vice President of FIMM.

Bart A. Grenier Senior Vice President of FMR
and Vice President of
High-Income Funds advised by
FMR.

Robert J. Haber Vice President of FMR.

Richard C. Habermann Senior Vice President of FMR
and Vice President of funds
advised by FMR.

Fred L. Henning Jr. Senior Vice President of FMR;
Senior Vice President of
FIMM; Vice President of
Fixed-Income Funds advised
by FMR.

Bruce T. Herring Vice President of FMR.

Robert F. Hill Vice President of FMR and
Director of Technical
Research.

Frederick Hoff Vice President of FMR.

Abigail P. Johnson Senior Vice President of FMR
and Vice President of funds
advised by FMR; Director of
FMR Corp.; Associate
Director and Senior Vice
President of Equity Funds
advised by FMR.

David B. Jones Vice President of FMR.

Steven Kaye Senior Vice President of FMR
and of a fund advised by FMR.

Francis V. Knox Vice President of FMR;
Compliance Officer of FMR
U.K. and FMR Far East.

Harris Leviton Vice President of FMR.

Bradford E. Lewis Vice President of FMR and of
funds advised by FMR.

Richard R. Mace Jr. Vice President of FMR and of
funds advised by FMR.

Shigeki Makino Vice President of FMR.

Charles A. Mangum Vice President of FMR and of
a fund advised by FMR.

Kevin McCarey Vice President of FMR and of
a fund advised by FMR.

James McDowell Senior Vice President of FMR.

Neal P. Miller Vice President of FMR.

Jacques Perold Vice President of FMR.

Stephen Petersen Senior Vice President of FMR.

Alan Radlo Vice President of FMR.

Eric D. Roiter Vice President, General
Counsel, and Clerk of FMR
and Secretary of funds
advised by FMR.

Lee H. Sandwen Vice President of FMR.

Patricia A. Satterthwaite Vice President of FMR and of
a fund advised by FMR.

Fergus Shiel Vice President of FMR.

Richard A. Silver Vice President of FMR.

Carol A. Smith-Fachetti Vice President of FMR.

Steven J. Snider Vice President of FMR and of
funds advised by FMR.

Thomas T. Soviero Vice President of FMR and of
a fund advised by FMR.

Richard Spillane Senior Vice President of FMR;
Associate Director and
Senior Vice President of
Equity Funds advised by FMR;
Previously, Senior Vice
President and Director of
Operations and Compliance of
FMR U.K.

Thomas M. Sprague Vice President of FMR and of
a fund advised by FMR.

Robert E. Stansky Senior Vice President of FMR
and Vice President of a fund
advised by FMR.

Scott D. Stewart Vice President of FMR.

Beth F. Terrana Senior Vice President of FMR
and Vice President of funds
advised by FMR.

Yoko Tilley Vice President of FMR.

Joel C. Tillinghast Vice President of FMR and of
a fund advised by FMR.

Robert Tuckett Vice President of FMR.

Jennifer Uhrig Vice President of FMR and of
funds advised by FMR.

George A. Vanderheiden Senior Vice President of FMR
and Vice President of funds
advised by FMR; Director of
FMR Corp.

Jason Weiner Vice President of FMR.

Steven S. Wymer Vice President of FMR and of
a fund advised by FMR.

(4) FIDELITY INVESTMENTS MONEY MANAGEMENT, INC. (FIMM)

1 Spartan Way, Merrimack, NH 03054

FIMM provides investment advisory services to Fidelity Management &
Research Company. The directors and officers of the Sub-Adviser have
held the following positions of a substantial nature during the past
two fiscal years.

Edward C. Johnson 3d Chairman of the Board and
Director of FIMM, FMR, FMR
Corp., FMR Far East, and FMR
U.K.; Chairman of the
Executive Committee of FMR;
President and Chief
Executive Officer of FMR
Corp.; Chairman and
Representative Director of
Fidelity Investments Japan
Limited (FIJ); President and
Trustee of funds advised by
FMR.

Robert C. Pozen President and Director of
FIMM; Senior Vice President
and Trustee of funds advised
by FMR; President and
Director of FMR, FMR U.K.,
and FMR Far East; Director
of Strategic Advisers, Inc.;
Previously, General Counsel,
Managing Director, and
Senior Vice President of FMR
Corp.

Fred L. Henning Jr. Senior Vice President of
FIMM; Senior Vice President
of FMR and Vice President of
Fixed-Income Funds advised
by FMR.

Boyce I. Greer Vice President of FIMM;
Senior Vice President of FMR
and Vice President of Money
Market Funds advised by FMR.

Dwight D. Churchill Vice President of FIMM;
Senior Vice President of FMR
and Vice President of Bond
Funds advised by FMR.

Laura B. Cronin Treasurer of FIMM, FMR Far
East, FMR U.K., and FMR and
Vice President of FMR.

Michael B. Fox Assistant Treasurer of FIMM,
FMR U.K., FMR Far East, and
FMR; Vice President and
Treasurer of FMR Corp. and
Strategic Advisers, Inc.;
Vice President of FIMM, FMR
U.K., and FMR Far East.

Jay Freedman Secretary of FIMM; Clerk of
FMR U.K., FMR Far East, FMR
Corp., and Strategic
Advisers, Inc.; Assistant
Clerk of FMR; Vice President
Deputy General Counsel FMR
Corp.

Susan Englander Hislop Assistant Secretary of FIMM;
Assistant Clerk of FMR U.K.,
FMR Far East, and Strategic
Advisers, Inc.

Stanley N. Griffith Assistant Secretary of FIMM.

Item 27. Principal Underwriters

(a) Fidelity Distributors Corporation (FDC) acts as distributor for
all funds advised by FMR or an affiliate.

(b)

Name and Principal Positions and Offices Positions and Offices

Business Address* with Underwriter with Fund

Edward C. Johnson 3d Director Trustee and President

Michael Mlinac Director None

James Curvey Director None

Martha B. Willis President None

Eric D. Roiter Vice President Secretary

Caron Ketchum Treasurer and Controller None

Gary Greenstein Assistant Treasurer None

Jay Freedman Assistant Clerk None

Linda Holland Compliance Officer None

* 82 Devonshire Street, Boston, MA

Item 28. Location of Accounts and Records

All accounts, books, and other documents required to be maintained by
Section 31(a) of the 1940 Act and the Rules promulgated thereunder are
maintained by Fidelity Management & Research Company, Fidelity Service
Company, Inc. or Fidelity Investments Institutional Operations
Company, Inc., 82 Devonshire Street, Boston, MA 02109, or the fund's
custodian, Citibank, N.A., 111 Wall Street, New York, NY.

Item 29. Management Services

Not applicable.

Item 30. Undertakings

Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment No. 77 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 5th day
of November 1999.

FIDELITY COURT 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.

<TABLE>
<CAPTION>
<S> <C> <C>
(Signature) (Title) (Date)

/s/Edward C. Johnson 3d (dagger) President and Trustee November 5, 1999
Edward C. Johnson 3d (Principal Executive Officer)

/s/Richard A. Silver Treasurer November 5, 1999
Richard A. Silver

/s/Robert C. Pozen Trustee November 5, 1999
Robert C. Pozen

/s/Ralph F. Cox* Trustee November 5, 1999
Ralph F. Cox

/s/Phyllis Burke Davis* Trustee November 5, 1999
Phyllis Burke Davis

/s/Robert M. Gates** Trustee November 5, 1999
Robert M. Gates

/s/E. Bradley Jones* Trustee November 5, 1999
E. Bradley Jones

/s/Donald J. Kirk* Trustee November 5, 1999
Donald J. Kirk

/s/Peter S. Lynch* Trustee November 5, 1999
Peter S. Lynch

/s/Marvin L. Mann* Trustee November 5, 1999
Marvin L. Mann

/s/William O. McCoy* Trustee November 5, 1999
William O. McCoy

/s/Gerald C. McDonough* Trustee November 5, 1999
Gerald C. McDonough

/s/Thomas R. Williams* Trustee November 5, 1999
Thomas R. Williams

</TABLE>

(dagger) Signatures affixed by Robert C. Pozen pursuant to a power of
attorney dated July 17, 1997 and filed herewith.

* Signature affixed by Robert C. Hacker pursuant to a power of
attorney dated December 19, 1996 and filed herewith.

** Signature affixed by Robert C. Hacker pursuant to a power of
attorney dated March 6, 1997 and filed herewith.

POWER OF ATTORNEY

We, the undersigned Directors, Trustees, or General Partners, as the
case may be, of the following investment companies:

Fidelity Advisor Annuity Fund Fidelity Income Fund
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
Fidelity Advisor Series V Municipal Trust
Fidelity Advisor Series VI Fidelity Mt. Vernon Street
Fidelity Advisor Series VII Trust
Fidelity Advisor Series VIII Fidelity Municipal Trust
Fidelity Boston Street Trust Fidelity New York Municipal
Fidelity California Municipal Trust
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
Fidelity Contrafund Portfolio, L.P.
Fidelity Corporate Trust Fidelity Summer Street Trust
Fidelity Court Street Trust Fidelity Trend Fund
Fidelity Covington Trust Fidelity U.S.
Fidelity Deutsche Mark Investments-Bond Fund, L.P.
Performance Fidelity U.S.
Portfolio, L.P. Investments-Government
Fidelity Devonshire Trust Securities
Fidelity Exchange Fund Fund, L.P.
Fidelity Financial Trust Fidelity Union Street Trust
Fidelity Fixed-Income Trust Fidelity Yen Performance
Fidelity Government Portfolio, L.P.
Securities Fund Variable Insurance Products
Fidelity Hastings Street Trust Fund
Variable Insurance Products
Fund II

plus any other investment company for which Fidelity Management &
Research Company or an affiliate acts as investment adviser and for
which the undersigned individuals serve as Directors, Trustees, or
General Partners (collectively, the "Funds"), hereby severally
constitute and appoint Arthur J. Brown, Arthur C. Delibert, Stephanie
A. Djinis, Robert C. Hacker, Thomas M. Leahey, Richard M. Phillips and
Dana L. Platt, 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 Registration Statements of the Funds on
Form N-1A, Form N-8A or any successor thereto, any and all subsequent
Amendments, Pre-Effective Amendments, or Post-Effective Amendments to
said Registration Statements on Form N-1A or any successor thereto,
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 the 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 seventeenth day of October, 1996.

/s/Edward C. Johnson 3d /s/Donald J. Kirk
Edward C. Johnson 3d Donald J. Kirk

/s/J. Gary Burkhead ____________________
J. Gary Burkhead Peter S. Lynch

/s/Ralph F. Cox /s/Gerald C. McDonough
Ralph F. Cox Gerald C. McDonough

/s/Edward H. Malone
Phyllis Burke Davis Edward H. Malone

/s/Richard J. Flynn /s/Marvin L. Mann
Richard J. Flynn Marvin L. Mann

/s/Thomas R. Williams
E. Bradley Jones Thomas R. Williams

POWER OF ATTORNEY

I, the undersigned President and Director, Trustee, or General
Partner, as the case may be, of the following investment companies:

Fidelity Advisor Annuity Fund Fidelity Institutional Trust
Fidelity Advisor Series I Fidelity Investment Trust
Fidelity Advisor Series II Fidelity Magellan Fund
Fidelity Advisor Series III Fidelity Massachusetts
Fidelity Advisor Series IV Municipal Trust
Fidelity Advisor Series V Fidelity Mt. Vernon Street
Fidelity Advisor Series VI Trust
Fidelity Advisor Series VII Fidelity Municipal Trust
Fidelity Advisor Series VIII Fidelity New York Municipal
Fidelity Boston Street Trust Trust
Fidelity California Municipal Fidelity Puritan Trust
Trust Fidelity School Street Trust
Fidelity Capital Trust Fidelity Securities Fund
Fidelity Charles Street Trust Fidelity Select Portfolios
Fidelity Commonwealth Trust Fidelity Sterling Performance
Fidelity Congress Street Fund Portfolio, L.P.
Fidelity Contrafund Fidelity Summer Street Trust
Fidelity Corporate Trust Fidelity Trend Fund
Fidelity Court Street Trust Fidelity U.S.
Fidelity Covington Trust Investments-Bond Fund, L.P.
Fidelity Destiny Portfolios Fidelity U.S.
Fidelity Deutsche Mark Investments-Government
Performance Securities
Portfolio, L.P. Fund, L.P.
Fidelity Devonshire Trust Fidelity Union Street Trust
Fidelity Exchange Fund Fidelity Yen Performance
Fidelity Financial Trust Portfolio, L.P.
Fidelity Fixed-Income Trust Variable Insurance Products
Fidelity Government Fund
Securities Fund Variable Insurance Products
Fidelity Hastings Street Trust Fund II
Fidelity Income Fund

plus any other investment company for which Fidelity Management &
Research Company or an affiliate acts as investment adviser and for
which the undersigned individual serves as President and Director,
Trustee, or General Partner (collectively, the "Funds"), hereby
constitute and appoint J. Gary Burkhead 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
Registration Statements of the Funds on Form N-1A, Form N-8A or any
successor thereto, any and all subsequent Amendments, Pre-Effective
Amendments, or Post-Effective Amendments to said Registration
Statements on Form N-1A or any successor thereto, 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/Edward C. Johnson 3d October 17, 1996
Edward C. Johnson 3d

POWER OF ATTORNEY

I, the undersigned Treasurer and principal financial and accounting
officer of the following investment companies:

plus any other investment company for which Fidelity Management &
Research Company or an affiliate acts as investment adviser and for
which the undersigned individuals serve as Treasurer and principal
financial and accounting officer (collectively, the "Funds"), hereby
severally constitute and appoint John H. Costello and John E. Ferris
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 Registration
Statements of the Funds on Form N-1A, Form N-8A or any successor
thereto, any and all subsequent Amendments, Pre-Effective Amendments,
or Post-Effective Amendments to said Registration Statements on Form
N-1A or any successor thereto, 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 the 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/Kenneth A. Rathgeber October 17, 1996
Kenneth A. Rathgeber

POWER OF ATTORNEY

We, the undersigned Directors, Trustees or General Partners, as the
case may be, of the following investment companies:

Fidelity Advisor Annuity Fund Fidelity Income Fund
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
Fidelity Advisor Series V Municipal Trust
Fidelity Advisor Series VI Fidelity Mt. Vernon Street
Fidelity Advisor Series VII Trust
Fidelity Advisor Series VIII Fidelity Municipal Trust
Fidelity California Municipal Fidelity New York Municipal
Trust Trust
Fidelity Capital Trust Fidelity Puritan Trust
Fidelity Charles Street Trust Fidelity School Street Trust
Fidelity Commonwealth Trust Fidelity Securities Fund
Fidelity Congress Street Fund Fidelity Select Portfolios
Fidelity Contrafund Fidelity Sterling Performance
Fidelity Corporate Trust Portfolio, L.P.
Fidelity Court Street Trust Fidelity Summer Street Trust
Fidelity Deutsche Mark Fidelity Trend Fund
Performance Fidelity U.S.
Portfolio, L.P. Investments-Bond Fund, L.P.
Fidelity Devonshire Trust Fidelity U.S.
Fidelity Exchange Fund Investments-Government
Fidelity Financial Trust Securities
Fidelity Fixed-Income Trust Fund, L.P.
Fidelity Government Fidelity Union Street Trust
Securities Fund Fidelity Yen Performance
Fidelity Hastings Street Trust Portfolio, L.P.
Spartan U.S. Treasury Money
Market
Fund
Variable Insurance Products
Fund
Variable Insurance Products
Fund II

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. Djinis, 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 fifteenth day of December, 1994.

/s/Edward C. Johnson 3d /s/Donald J. Kirk
Edward C. Johnson 3d Donald J. Kirk

/s/J. Gary Burkhead /s/Peter S. Lynch
J. Gary Burkhead Peter S. Lynch

/s/Ralph F. Cox /s/Marvin L. Mann
Ralph F. Cox Marvin L. Mann

/s/Phyllis Burke Davis /s/Edward H. Malone
Phyllis Burke Davis 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

[FORM OF]
AMENDED AND RESTATED
DECLARATION OF TRUST

AMENDED AND RESTATED DECLARATION OF TRUST, made ______, _____ by each
of the Trustees whose signature is affixed hereto (the "Trustees").

WHEREAS, the Trustees desire to amend and restate this Declaration of
Trust for the sole purpose of supplementing the Declaration of Trust
to incorporate amendments duly adopted; and

WHEREAS, this Trust was initially made on April 21, 1977 by Edward
C. Johnson 3d and Caleb Loring, Jr. in order to establish a trust fund
for the investment and reinvestment of funds contributed thereto;

NOW, THEREFORE, the Trustees declare that all money and property
contributed to the trust fund hereunder shall be held and managed in
trust under this Amended and Restated Declaration of Trust as herein
set forth below.

_________________________________________________

ARTICLE I

NAME AND DEFINITIONS

NAME

SECTION 1. This Trust shall be known as "Fidelity Court Street
Trust."

DEFINITIONS

SECTION 2. Wherever used herein, unless otherwise required by the
context or specifically provided:

(a) The terms "Affiliated Person," "Assignment," "Commission,"
"Interested Person," "Majority Shareholder Vote" (the 67% or 50%
requirement of the third sentence of Section 2(a)(42) of the 1940 Act,
whichever may be applicable), and "Principal Underwriter" shall have
the meanings given them in the 1940 Act, as modified by or interpreted
by any applicable order or orders of the Commission or any rules or
regulations adopted or interpretative releases of the Commission
thereunder;

(b) "Bylaws" shall mean the bylaws of the Trust, if any, as amended
from time to time;

(c) "Class" refers to the class of Shares of a Series of the Trust
established in accordance with the provisions of Article III;

(d) "Declaration of Trust" means this Amended and Restated
Declaration of Trust, as further amended or restated, from time to
time;

(e) "Net Asset Value" means the net asset value of each Series of the
Trust or Class thereof determined in the manner provided in Article X,
Section 3;

(f) "Shareholder" means a record owner of Shares of the Trust;

(g) "Shares" means the equal proportionate transferable units of
interest into which the beneficial interest of the Trust or each
Series shall be divided from time to time, including such Class or
Classes of Shares as the Trustees may from time to time create and
establish and including fractions of Shares as well as whole Shares as
consistent with the requirements of Federal and/or state securities
laws;

(h) "Series" refers to any series of Shares of the Trust established
in accordance with the provisions of Article III;

(i) "Trust" refers to Fidelity Court Street Trust and reference to
the Trust, when applicable to one or more Series of the Trust, shall
refer to any such Series;

(j) "Trustees" refer to the individual trustees in their capacity as
trustees hereunder of the Trust and their successor or successors for
the time being in office as such trustee or trustees; and

(k) "1940 Act" refers to the Investment Company Act of 1940, as
amended from time to time.

ARTICLE II

PURPOSE OF TRUST

The purpose of this Trust is to provide investors a continuous source
of managed investment in securities.

ARTICLE III

BENEFICIAL INTEREST

SHARES OF BENEFICIAL INTEREST

SECTION 1. The beneficial interest in the Trust shall be divided into
such transferable Shares of one or more separate and distinct Series
or Classes of Series as the Trustees shall, from time to time, create
and establish. The number of authorized Shares of each Series, and
Class thereof, is unlimited. Each Share shall be without par value
and shall be fully paid and nonassessable. The Trustees shall have
full power and authority, in their sole discretion, and without
obtaining any prior authorization or vote of the Shareholders of any
Series or Class of the Trust (a) to create and establish (and to
change in any manner) Shares or any Series or Classes thereof with
such preferences, voting powers, rights, and privileges as the
Trustees may, from time to time, determine; (b) to divide or combine
the Shares or any Series or Classes thereof into a greater or lesser
number; (c) to classify or reclassify any issued Shares into one or
more Series or Classes of Shares; (d) to abolish any one or more
Series or Classes of Shares; and (e) to take such other action with
respect to the Shares as the Trustees may deem desirable.

ESTABLISHMENT OF SERIES AND CLASSES

SECTION 2. The establishment of any Series or Class thereof shall be
effective upon the adoption of a resolution by a majority of the then
Trustees setting forth such establishment and designation and the
relative rights and preferences of the Shares of such Series or Class.
At any time that there are no Shares outstanding of any particular
Series or Class previously established and designated, the Trustees
may by a majority vote abolish such Series or Class and the
establishment and designation thereof.

OWNERSHIP OF SHARES

SECTION 3. The ownership of Shares shall be recorded in the books of
the Trust or a transfer or similar agent. The Trustees may make such
rules as they consider appropriate for the transfer of Shares and
similar matters. The record books of the Trust as kept by the Trust or
by any transfer or similar agent, as the case may be, shall be
conclusive as to who are the holders of Shares and as to the number of
Shares held from time to time by each Shareholder.

INVESTMENT IN THE TRUST

SECTION 4. The Trustees shall accept investments in the Trust from
such persons and on such terms as they may, from time to time,
authorize. Such investments may be in the form of cash, securities, or
other property in which the appropriate Series is authorized to
invest, valued as provided in Article X, Section 3. After the date of
the initial contribution of capital, the number of Shares to represent
the initial contribution may in the Trustees' discretion be considered
as outstanding, and the amount received by the Trustees on account of
the contribution shall be treated as an asset of the Trust. Subsequent
investments in the Trust shall be credited to each Shareholder's
account in the form of full Shares at the Net Asset Value per Share
next determined after the investment is received; provided, however,
that the Trustees may, in their sole discretion (a) impose a sales
charge or other fee upon investments in the Trust or Series or any
Classes thereof, and (b) issue fractional Shares.

ASSETS AND LIABILITIES OF SERIES AND CLASSES

SECTION 5. All consideration received by the Trust for the issue or
sale of Shares of a particular Series, together with all assets in
which such consideration is invested or reinvested, all income,
earnings, profits, and proceeds thereof, including any proceeds
derived from the sale, exchange, or liquidation of such assets, and
any funds or payments derived from any reinvestment of such proceeds
in whatever form the same may be, shall be referred to as "assets
belonging to" that Series. In addition, any assets, income, earnings,
profits, and proceeds thereof, funds, or payments that are not readily
identifiable as belonging to any particular Series or Class, shall be
allocated by the Trustees between and among one or more of the Series
or Classes in such manner as they, in their sole discretion, deem fair
and equitable. Each such allocation shall be conclusive and binding
upon the Shareholders of all Series or Classes for all purposes and
shall be referred to as assets belonging to that Series or Class. The
assets belonging to a particular Series shall be so recorded upon the
books of the Trust or of its agent or agents and shall be held by the
Trustees in trust for the benefit of the holders of Shares of that
Series.

The assets belonging to each particular Series shall be charged with
the liabilities of that Series and all expenses, costs, charges, and
reserves attributable to that Series, except that liabilities and
expenses may, in the Trustees' discretion, be allocated solely to a
particular Class and, in which case, shall be borne by that Class. Any
general liabilities, expenses, costs, charges, or reserves of the
Trust that are not readily identifiable as belonging to any particular
Series or Class shall be allocated and charged by the Trustees between
or among any one or more of the Series or Classes in such manner as
the Trustees, in their sole discretion, deem fair and equitable and
shall be referred to as "liabilities belonging to" that Series or
Class. Each such allocation shall be conclusive and binding upon the
Shareholders of all Series or Classes for all purposes. Any creditor
of any Series may look only to the assets of that Series to satisfy
such creditor's debt. No Shareholder or former Shareholder of any
Series shall have a claim on or any right to any assets allocated or
belonging to any other Series.

NO PREEMPTIVE RIGHTS

SECTION 6. Shareholders shall have no preemptive or other right to
subscribe to any additional Shares or other securities issued by the
Trust or the Trustees.

STATUS OF SHARES AND LIMITATION OF PERSONAL LIABILITY

SECTION 7. Shares shall be deemed to be personal property giving
only the rights provided in this instrument. Every shareholder by
virtue of having become a shareholder shall be held to have expressly
assented and agreed to be bound by the terms hereof. No Shareholder
of the Trust and of each Series shall be personally liable for the
debts, liabilities, obligations, and expenses incurred by, contracted
for, or otherwise existing with respect to, the Trust or by or on
behalf of any Series. The Trustees shall have no power to bind any
Shareholder personally or to call upon any Shareholder for the payment
of any sum of money or assessment whatsoever other than such as the
Shareholder may, at any time, personally agree to pay by way of
subscription for any Shares or otherwise. Every note, bond, contract,
or other undertaking issued by or on behalf of the Trust or the
Trustees relating to the Trust or to a Series shall include a
recitation limiting the obligation represented thereby to the Trust

or to one or more Series and its or their assets (but the omission of
such a recitation shall not operate to bind any Shareholder or
Trustee).

ARTICLE IV

THE TRUSTEES

MANAGEMENT OF THE TRUST

SECTION 1. The business and affairs of the Trust shall be managed by
the Trustees, and they shall have all powers necessary and desirable
to carry out that responsibility.

INITIAL TRUSTEES; ELECTION

SECTION 2. The initial Trustees shall be at least three individuals
who shall affix their signatures hereto. On a date fixed by the
Trustees, the Shareholders shall elect not less than three Trustees. A
Trustee shall not be required to be a Shareholder of the Trust.

TERM OF OFFICE OF TRUSTEES

SECTION 3. The Trustees shall hold office during the lifetime of
this Trust, and until its termination as hereinafter provided; except
(a) that any Trustee may resign his trust by written instrument signed
by him and delivered to the other Trustees, which shall take effect
upon such delivery or upon such later date as is specified therein;
(b) that any Trustee may be removed at any time by written instrument,
signed by at least two-thirds (2/3) of the number of Trustees prior to
such removal, specifying the date when such removal shall become
effective; (c) that any Trustee who requests in writing to be retired
or who has become incapacitated by illness or injury may be retired by
written instrument signed by a majority of the other Trustees,
specifying the date of his retirement; and (d) a Trustee may be
removed at any special meeting of the Trust by a vote of two-thirds
(2/3) of the outstanding Shares.

RESIGNATION AND APPOINTMENT OF TRUSTEES

SECTION 4. In case of the declination, death, resignation,
retirement, or removal of any of the Trustees, or in case a vacancy
shall, by reason of an increase in number of the Trustees, or for any
other reason, exist, the remaining Trustees shall fill such vacancy by
appointing such other person as they in their discretion shall see fit
consistent with the limitations under the 1940 Act. Such appointment
shall be evidenced by a written instrument signed by a majority of the
Trustees in office or by recording in the records of the Trust,
whereupon the appointment shall take effect. An appointment of a
Trustee may be made by the Trustees then in office in anticipation of
a vacancy to occur by reason of retirement, resignation, or increase
in number of Trustees effective at a later date, provided that said
appointment shall become effective only at or after the effective date
of said retirement, resignation, or increase in number of Trustees. As
soon as any Trustee so appointed shall have accepted this Trust, the
Trust estate shall vest in the new Trustee or Trustees, together with
the continuing Trustees, without any further act or conveyance, and he
shall be deemed a Trustee hereunder. The foregoing power of
appointment is subject to the provisions of Section 16(a) of the 1940
Act, as modified by or interpreted by any applicable order or orders
of the Commission or any rules or regulations adopted or
interpretative releases of the Commission.

TEMPORARY ABSENCE OF TRUSTEES

SECTION 5. Any Trustee may, by power of attorney, delegate his power
for a period not exceeding six (6) months at any one time to any other
Trustee or Trustees, provided that in no case shall less than two
Trustees personally exercise the other powers hereunder except as
herein otherwise expressly provided.

NUMBER OF TRUSTEES

SECTION 6. The number of Trustees, not less than three (3) nor more
than twelve (12), serving hereunder at any time shall be determined by
the Trustees themselves.

Whenever a vacancy in the Board of Trustees shall occur, until such
vacancy is filled, or while any Trustee is physically or mentally
incapacitated by reason of disease or otherwise, the other Trustees
shall have all the powers hereunder and the certificate of the other
Trustees of such vacancy or incapacity shall be conclusive.

EFFECT OF DEATH, RESIGNATION, ETC. OF A TRUSTEE

SECTION 7. The death, declination, resignation, retirement, removal,
incapacity, or inability of the Trustees, or any one of them, shall
not operate to annul the Trust or to revoke any existing agency
created pursuant to the terms of this Declaration of Trust.

OWNERSHIP OF ASSETS OF THE TRUST

SECTION 8. The assets of the Trust shall be held separate and apart
from any assets now or hereafter held in any capacity other than as
Trustee hereunder by the Trustees or any successor Trustees. All of
the assets of the Trust shall at all times be considered as vested in
the Trustees. No Shareholder shall be deemed to have a severable
ownership in any individual asset of the Trust or any right of
partition or possession thereof, but each Shareholder shall have a
proportionate undivided beneficial interest in the Trust.

ARTICLE V

POWERS OF THE TRUSTEES

POWERS

SECTION 1. The Trustees, in all instances, shall act as principals
and are and shall be free from the control of the Shareholders. The
Trustees shall have full power and authority to do any and all acts
and to make and execute any and all contracts and instruments that
they may consider necessary or appropriate in connection with the
management of the Trust. Except as otherwise provided herein or in
the 1940 Act, the Trustees shall not in any way be bound or limited by
present or future laws or customs in regard to trust investments, but
shall have full authority and power to make any and all investments
that they, in their discretion, shall deem proper to accomplish the
purpose of this Trust. Subject to any applicable limitation in this
Declaration of Trust or the Bylaws of the Trust, if any, the Trustees
shall have power and authority:

(a) To invest and reinvest cash and other property, and to hold cash
or other property uninvested without, in any event, being bound or
limited by any present or future law or custom in regard to
investments by Trustees, and to sell, exchange, lend, pledge,
mortgage, hypothecate, write options on, and lease any or all of the
assets of the Trust.

(b) To adopt Bylaws not inconsistent with this Declaration of Trust
providing for the conduct of the business of the Trust and to amend
and repeal them to the extent that they do not reserve that right to
the Shareholders.

(d) To employ one or more banks, trust companies, companies that are
members of a national securities exchange, or other entities permitted
under the 1940 Act, as modified by or interpreted by any applicable
order or orders of the Commission or any rules or regulations adopted
or interpretative releases of the Commission thereunder, as custodians
of any assets of the Trust subject to any conditions set forth in this
Declaration of Trust or in the Bylaws, if any.

(e) To retain a transfer agent and Shareholder servicing agent, or
both.

(f) To provide for the distribution of interests of the Trust either
through a Principal Underwriter in the manner hereinafter provided for
or by the Trust itself, or both.

(g) To set record dates in the manner hereinafter provided for.

(h) To delegate such authority as they consider desirable to any
officers of the Trust and to any investment adviser, manager,
custodian, underwriter, or other agent or independent contractor.

(i) To sell or exchange any or all of the assets of the Trust,
subject to the provisions of Article XII, Section 4 hereof.

(j) To vote or give assent or exercise any rights of ownership with
respect to stock or other securities or property; and to execute and
deliver powers of attorney to such person or persons as the Trustees
shall deem proper, granting to such person or persons such power and
discretion with relation to securities or property as the Trustees
shall deem proper.

(k) To exercise powers and rights of subscription or otherwise which
in any manner arise out of ownership of securities.

(l) To hold any security or property in a form not indicating any
trust, whether in bearer, unregistered, or other negotiable form; or
either in its own name or in the name of a custodian or a nominee or
nominees.

(m) To establish separate and distinct Series with separately
defined investment objectives and policies and distinct investment
purposes in accordance with the provisions of Article III and to
establish Classes of such Series having relative rights, powers, and
duties as the Trustees may provide consistent with applicable laws.

(n) To allocate assets, liabilities, and expenses of the Trust to a
particular Series or Class, as appropriate, or to apportion the same
between or among two or more Series or Classes, as appropriate,
provided that any liabilities or expenses incurred by a particular
Series or Class shall be payable solely out of the assets belonging to
that Series as provided for in Article III.

(o) To consent to or participate in any plan for the reorganization,
consolidation, or merger of any corporation or concern, any security
of which is held in the Trust; to consent to any contract, lease,
mortgage, purchase, or sale of property by such corporation or
concern, and to pay calls or subscriptions with respect to any
security held in the Trust.

(p) To compromise, arbitrate, or otherwise adjust claims in favor of
or against the Trust or any matter in controversy, including, but not
limited to, claims for taxes.

(q) To make distributions of income and of capital gains to
Shareholders in the manner hereinafter provided for.

(r) To borrow money, and to pledge, mortgage, or hypothecate the
assets of the Trust, subject to the applicable requirements of the
1940 Act.

(s) To establish, from time to time, a minimum total investment for
Shareholders and to require the redemption of the Shares of any
Shareholders whose investment is less than such minimum upon giving
notice to such Shareholder.

(t) To operate as and carry on the business of an investment company
and to exercise all the powers necessary and appropriate to the
conduct of such operations.

(u) To interpret the investment policies, practices or limitations of
any Series.

(v) In general to carry on any other business in connection with or
incidental to any of the foregoing powers, to do everything necessary,
suitable or proper for the accomplishment of any purpose or the
attainment of any object or the furtherance of any power hereinbefore
set forth, either alone or in association with others, and to do every
other act or thing incidental or appurtenant to or growing out of or
connected with the aforesaid business or purposes, objects or powers.

(w) Notwithstanding any other provision hereof, to invest all of the
assets of any Series in a single open-end investment company,
including investment by means of transfer of such assets in exchange
for an interest or interests in such investment company.

The foregoing clauses shall be construed both as objects and powers,
and the foregoing enumeration of specific powers shall not be held to
limit or restrict in any manner the general powers of the Trustees.
Any action by one or more of the Trustees in their capacity as such
hereunder shall be deemed an action on behalf of the Trust or the
applicable Series and not an action in an individual capacity.

The Trustees shall not be limited to investing in obligations
maturing before the possible termination of the Trust or any Series or
Class thereof.

No one dealing with the Trustees shall be under any obligation to
make any inquiry concerning the authority of the Trustees, or to see
to the application of any payments made or property transferred to the
Trustees or upon their order.

TRUSTEES AND OFFICERS AS SHAREHOLDERS

SECTION 2. Any Trustee, officer or other agent of the Trust may
acquire, own and dispose of Shares to the same extent as if he were
not a Trustee, officer or agent; and the Trustees may issue and sell
or cause to be issued and sold Shares to and buy such Shares from any
such person of any firm or company in which he is interested, subject
only to the general limitations herein contained as to the sale and
purchase of such Shares; and all subject to any restrictions which may
be contained in the Bylaws, if any.

ACTION BY THE TRUSTEES

SECTION 3. Except as otherwise provided herein or in the 1940 Act,
the Trustees shall act by majority vote at a meeting duly called or by
unanimous written consent without a meeting or by telephone consent
provided a quorum of Trustees participate in any such telephonic
meeting, unless the 1940 Act requires that a particular action be
taken only at a meeting at which the Trustees are present in person.
At any meeting of the Trustees, a majority of the Trustees shall
constitute a quorum. Meetings of the Trustees may be called orally or
in writing by the Chairman of the Trustees or by any two other
Trustees. Notice of the time, date, and place of all meetings of the
Trustees shall be given by the party calling the meeting to each
Trustee by telephone, telefax, telegram, or other electro-mechanical
means sent to his home or business address at least twenty-four (24)
hours in advance of the meeting or by written notice mailed to his
home or business address at least seventy-two (72) hours in advance of
the meeting. Notice need not be given to any Trustee who attends the
meeting without objecting to the lack of notice or who executes a
written waiver of notice with respect to the meeting. Subject to the
requirements of the 1940 Act, the Trustees by majority vote may
delegate to any one of their number their authority to approve
particular matters or take particular actions on behalf of the Trust.
Written consents or waivers of Trustees may be executed in one or more
counterparts. Execution of a written consent or waiver and delivery
thereof to the Trust may be accomplished by telefax or other
electro-mechanical means.

CHAIRMAN OF THE TRUSTEES

SECTION 4. The Trustees may appoint one of their number to be
Chairman of the Board of Trustees. The Chairman shall preside at all
meetings of the Trustees, shall be responsible for the execution of
policies established by the Trustees and the administration of the
Trust, and may be the chief executive, financial and accounting
officer of the Trust.

ARTICLE VI

EXPENSES OF THE TRUST

TRUSTEE REIMBURSEMENT

SECTION 1. Subject to the provisions of Article III, Section 5, the
Trustees shall be reimbursed from the Trust estate or the assets
belonging to the appropriate Series for their expenses and
disbursements, including, without limitation, fees and expenses of
Trustees who are not Interested Persons of the Trust; interest
expense, taxes, fees and commissions of every kind; expenses of
pricing Trust portfolio securities; expenses of issue, repurchase and
redemption of shares including expenses attributable to a program of
periodic repurchases or redemptions, expenses of registering and
qualifying the Trust and its Shares under Federal and state laws and
regulations; charges of custodians, transfer agents, and registrars;
expenses of preparing and setting up in type prospectuses and
statements of additional information; expenses of printing and
distributing prospectuses sent to existing Shareholders; auditing and
legal expenses; reports to Shareholders; expenses of meetings of
Shareholders and proxy solicitations therefor; insurance expense;
association membership dues; and for such non-recurring items as may
arise, including litigation to which the Trust is a party; and for all
losses and liabilities by them incurred in administering the Trust,
and for the payment of such expenses, disbursements, losses, and
liabilities the Trustees shall have a lien on the assets belonging to
the appropriate Series prior to any rights or interests of the
Shareholders thereto. This section shall not preclude the Trust from
directly paying any of the aforementioned fees and expenses.

ARTICLE VII

INVESTMENT ADVISER, PRINCIPAL UNDERWRITER, AND TRANSFER AGENT

INVESTMENT ADVISER

SECTION 1. Subject to a Majority Shareholder Vote, the Trustees may,
in their discretion and from time to time, enter into an investment
advisory or management contract(s) with respect to the Trust or any
Series thereof whereby the other party(ies) to such contract(s) shall
undertake to furnish the Trustees such management, investment
advisory, statistical, and research facilities and services and such
other facilities and services, if any, and all upon such terms and
conditions, as the Trustees may, in their discretion, determine.
Notwithstanding any provisions of this Declaration of Trust, the
Trustees may authorize the investment adviser(s) (subject to such
general or specific instructions as the Trustees may from time to time
adopt) to effect purchases, sales or exchanges of portfolio securities
and other investment instruments of the Trust on behalf of the
Trustees or may authorize any officer, agent, or Trustee to effect
such purchases, sales, or exchanges pursuant to recommendations of the
investment adviser (and all without further action by the Trustees).
Any such purchases, sales, and exchanges shall be deemed to have been
authorized by all of the Trustees.

The Trustees may, subject to applicable requirements of the 1940 Act,
as modified by or interpreted by any applicable order or orders of the
Commission or any rules or regulations adopted or interpretative
releases of the Commission thereunder, including those relating to
Shareholder approval, authorize the investment adviser to employ one
or more sub-advisers from time to time to perform such of the acts and
services of the investment adviser, and upon such terms and
conditions, as may be agreed upon between the investment adviser and
sub-adviser.

PRINCIPAL UNDERWRITER

SECTION 2. The Trustees may in their discretion from time to time
enter into an exclusive or non-exclusive contract(s) on behalf of the
Trust or any Series or Class thereof providing for the sale of the
Shares, whereby the Trust may either agree to sell the Shares to the
other party to the contract or appoint such other party its sales
agent for such Shares. In either case, the contract shall be on such
terms and conditions as may be prescribed in the Bylaws, if any, and
such further terms and conditions as the Trustees may, in their
discretion, determine not inconsistent with the provisions of this
Article VII or of the Bylaws, if any. Such contract may also provide
for the repurchase or sale of Shares by such other party as principal
or as agent of the Trust.

TRANSFER AGENT

SECTION 3. The Trustees may, in their discretion and from time to
time, enter into one or more transfer agency and Shareholder service
contracts whereby the other party shall undertake to furnish the
Trustees with transfer agency and Shareholder services. Such
contracts shall be on such terms and conditions as the Trustees may,
in their discretion, determine not inconsistent with the provisions of
this Declaration of Trust or of the Bylaws, if any. Such services may
be provided by one or more entities.

PARTIES TO CONTRACT

SECTION 4. Any contract of the character described in Sections 1, 2
and 3 of this Article VII or in Article IX hereof may be entered into
with any corporation, firm, partnership, trust or association,
although one or more of the Trustees or officers of the Trust may be
an officer, director, trustee, shareholder, or member of such other
party to the contract, and no such contract shall be invalidated or
rendered voidable by reason of the existence of any relationship, nor
shall any person holding such relationship be liable merely by reason
of such relationship for any loss or expense to the Trust under or by
reason of said contract or accountable for any profit realized
directly or indirectly therefrom, provided that the contract when
entered into was reasonable and fair and not inconsistent with the
provisions of this Article VII or the Bylaws, if any. The same person
(including a firm, corporation, partnership, trust, or association)
may be the other party to contracts entered into pursuant to Sections
1, 2 and 3 above or Article IX, and any individual may be financially
interested or otherwise affiliated with persons who are parties to any
or all of the contracts mentioned in this Section 4.

PROVISIONS AND AMENDMENTS

SECTION 5. Any contract entered into pursuant to Sections 1 and 2 of
this Article VII shall be consistent with and subject to the
requirements of Section 15 of the 1940 Act, as modified by or
interpreted by any applicable order or orders of the Commission or any
rules or regulations adopted or interpretative releases of the
Commission (or other applicable Act of Congress hereafter enacted),
with respect to its continuance in effect, its amendment, its
termination, and the method of authorization and approval of such
contract or renewal thereof.

ARTICLE VIII

SHAREHOLDERS' VOTING POWERS AND MEETINGS

VOTING POWERS

SECTION 1. The Shareholders shall have power to vote (a) for the
election of Trustees as provided in Article IV, Section 2; (b) for the
removal of Trustees as provided in Article IV, Section 3(d); (c) with
respect to any investment advisory or management contract as provided
in Article VII, Sections 1 and 5; (d) with respect to any termination,
merger, consolidation, reorganization, or sale of assets of the Trust
or any of its Series or Classes as provided in Article XII, Section 4;
(e) with respect to the amendment of this Declaration of Trust as
provided in Article XII, Section 7; (f) to the same extent as the
shareholders of a Massachusetts business corporation, as to whether or
not a court action, proceeding or claim should be brought or
maintained derivatively or as a class action on behalf of the Trust or
the Shareholders, provided, however, that a Shareholder of a
particular Series shall not be entitled to bring any derivative or
class action on behalf of any other Series of the Trust; and (g) with
respect to such additional matters relating to the Trust as may be
required or authorized by law, by this Declaration of Trust, or the
Bylaws of the Trust, if any, or any registration of the Trust with the
Commission or any state, as the Trustees may consider desirable.

On any matter submitted to a vote of the Shareholders, all Shares
shall be voted by individual Series, except as provided in the
following sentence and except (a) when required by the 1940 Act,
Shares shall be voted in the aggregate and not by individual Series;
and (b) when the Trustees have determined that the matter affects only
the interests of one or more Series, then only the Shareholders of
such Series shall be entitled to vote thereon. The Trustees may also
determine that a matter affects only the interests of one or more
Classes of a Series, in which case, any such matter shall be voted on
by such Class or Classes. A Shareholder of each Series or Class
thereof shall be entitled to one vote for each dollar of net asset
value (number of Shares owned times net asset value per share) of such
Series or Class thereof on any matter on which such Shareholder is
entitled to vote, and each fractional dollar amount shall be entitled
to a proportionate fractional vote. There shall be no cumulative
voting in the election of Trustees. Shares may be voted in person or
by proxy. Until Shares are issued, the Trustees may exercise all
rights of Shareholders and may take any action required or permitted
by law, this Declaration of Trust or any Bylaws of the Trust, if any,
to be taken by Shareholders.

MEETINGS

SECTION 2. The first Shareholders' meeting shall be held as
specified in Section 2 of Article IV at the principal office of the
Trust or such other place as the Trustees may designate. Special
meetings of the Shareholders of any Series may be called by the
Trustees and shall be called by the Trustees upon the written request
of Shareholders owning at least one-tenth (1/10) of the outstanding
Shares entitled to vote. Whenever ten or more Shareholders meeting the
qualifications set forth in Section 16(c) of the 1940 Act, as modified
by or interpreted by any applicable order or orders of the Commission
or any rules or regulations adopted or interpretative releases of the
Commission, seek the opportunity of furnishing materials to the other
Shareholders with a view to obtaining signatures on such a request for
a meeting, the Trustees shall comply with the provisions of said
Section 16(c) with respect to providing such Shareholders access to
the list of the Shareholders of record of the Trust or the mailing of
such materials to such Shareholders of record. Shareholders shall be
entitled to at least fifteen (15) days' notice of any meeting.

QUORUM AND REQUIRED VOTE

SECTION 3. A majority of Shares entitled to vote in person or by
proxy shall be a quorum for the transaction of business at a
Shareholders' meeting, except that where any provision of law or of
this Declaration of Trust permits or requires that holders of any
Series or Class shall vote as a Series or Class then a majority of the
aggregate number of Shares of that Series or Class entitled to vote
shall be necessary to constitute a quorum for the transaction of
business by that Series or Class. Any lesser number shall be
sufficient for adjournments. Any adjourned session or sessions may be
held, within a reasonable time after the date set for the original
meeting, without the necessity of further notice. Except when a larger
vote is required by applicable law or by any provision of this
Declaration of Trust or the Bylaws, if any, a majority of the Shares
voted in person or by proxy shall decide any questions and a plurality
shall elect a Trustee, provided that where any provision of law or of
this Declaration of Trust permits or requires that the holders of any
Series or Class shall vote as a Series or Class, then a majority of
the Shares of that Series or Class voted on the matter shall decide
that matter insofar as that Series or Class is concerned.
Shareholders may act by unanimous written consent. Actions taken by a
Series or Class may be consented to unanimously in writing by
Shareholders of that Series or Class.

ARTICLE IX

CUSTODIAN

APPOINTMENT AND DUTIES

SECTION 1. The Trustees shall at all times employ a bank, a company
that is a member of a national securities exchange, trust company, or
other entity permitted under the 1940 Act, as modified by or
interpreted by any applicable order or orders of the Commission or any
rules or regulations adopted or interpretative releases of the
Commission thereunder, having capital, surplus, and undivided profits
of at least two million dollars ($2,000,000), or such other amount as
shall be allowed by the Commission or by the 1940 Act, as custodian
with authority as its agent, but subject to such restrictions,
limitations and other requirements, if any, as may be contained in the
Bylaws of the Trust, if any:

(1) to hold the securities owned by the Trust and deliver the same
upon written order or oral order, if confirmed in writing, or by such
electro-mechanical or electronic devices as are agreed to by the Trust
and the custodian, if such procedures have been authorized in writing
by the Trust;

(2) to receive and receipt for any moneys due to the Trust and deposit
the same in its own banking department or elsewhere as the Trustees
may direct; and

(3) to disburse such funds upon orders or vouchers;
and the Trust may also employ such custodian as its agent:

(1) to keep the books and accounts of the Trust and furnish clerical
and accounting services; and

(2) to compute, if authorized to do so, the Net Asset Value of any
Series or Class thereof in accordance with the provisions hereof; all
upon such basis of compensation as may be agreed upon between the
Trustees and the custodian.

The Trustees may also authorize the custodian to employ one or more
sub-custodians from time to time to perform such of the acts and
services of the custodian, and upon such terms and conditions, as may
be agreed upon between the custodian and such sub-custodian and
approved by the Trustees, provided that in every case such
sub-custodian shall be a bank, a company that is a member of a
national securities exchange, trust company, or other entity permitted
under the 1940 Act, as modified by or interpreted by any applicable
order or orders of the Commission or any rules or regulations adopted
or interpretative releases of the Commission thereunder, having
capital, surplus, and undivided profits of at least two million
dollars ($2,000,000), or such other amount as shall be allowed by the
Commission or by the 1940 Act.

CENTRAL DEPOSITORY SYSTEM

SECTION 2. Subject to such rules, regulations and orders as the
Commission may adopt, the Trustees may direct the custodian to deposit
all or any part of the securities owned by the Trust in a system for
the central handling of securities established by a national
securities exchange or a national securities association registered
with the Commission under the Securities Exchange Act of 1934 or such
other person as may be permitted by the Commission or otherwise in
accordance with the 1940 Act, pursuant to which system all securities
of any particular class or series of any issuer deposited within the
system are treated as fungible and may be transferred or pledged by
bookkeeping entry without physical delivery of such securities;
provided that all such deposits shall be subject to withdrawal only
upon the order of the Trust or its custodian, subcustodians, or other
authorized agents.

ARTICLE X

DISTRIBUTIONS, REDEMPTIONS AND DETERMINATION OF NET ASSET VALUE

DISTRIBUTIONS

SECTION 1.

(a) The Trustees may from time to time declare and pay dividends. The
amount of such dividends and the payment of them shall be wholly in
the discretion of the Trustees.

(b) The Trustees shall have the power, to the fullest extent
permitted by the laws of Massachusetts, at any time to declare and
cause to be paid dividends on Shares of a particular Series, from the
assets belonging to that Series, which dividends, at the election of
the Trustees, may be paid daily or otherwise pursuant to a standing
resolution or resolutions adopted only once or with such frequency as
the Trustees may determine, and may be payable in Shares of that
Series, or Classes thereof, at the election of each Shareholder of
that Series.

The Trustees may adopt and offer to Shareholders such dividend
reinvestment plans, cash dividend payout plans, or related plans as
the Trustees shall deem appropriate.

(c) Anything in this instrument to the contrary notwithstanding, the
Trustees may at any time declare and distribute a stock dividend pro
rata among the Shareholders of a particular Series, or Class thereof,
as of the record date of that Series or Class fixed as provided in
Article XII, Section 3.

REDEMPTIONS

SECTION 2. In case any holder of record of Shares of a particular
Series or Class of a Series desires to dispose of his Shares, he may
deposit at the office of the transfer agent or other authorized agent
of that Series a written request or such other form of request as the
Trustees may, from time to time, authorize, requesting that the Series
purchase the Shares in accordance with this Section 2; and the
Shareholder so requesting shall be entitled to require the Series to
purchase, and the Series or the principal underwriter of the Series
shall purchase his said Shares, but only at the Net Asset Value
thereof (as described in Section 3 hereof). The Series shall make
payment for any such Shares to be redeemed, as aforesaid, in cash or
property from the assets of that Series, and payment for such Shares
less any applicable deferred sales charges and/or fees shall be made
by the Series or the principal underwriter of the Series to the
Shareholder of record within seven (7) days after the date upon which
the request is effective.

DETERMINATION OF NET ASSET VALUE AND VALUATION OF PORTFOLIO ASSETS

SECTION 3. The term "Net Asset Value" of any Series or Class shall
mean that amount by which the assets of that Series or Class exceed
its liabilities, all as determined by or under the direction of the
Trustees. Such value per Share shall be determined separately for each
Series or Class of Shares and shall be determined on such days and at
such times as the Trustees may determine. Such determination shall be
made with respect to securities for which market quotations are
readily available, at the market value of such securities; and with
respect to other securities and assets, at the fair value as
determined in good faith by the Trustees, provided, however, that the
Trustees, without Shareholder approval, may alter the method of
appraising portfolio securities insofar as permitted under the 1940
Act and the rules, regulations, and interpretations thereof
promulgated or issued by the Commission or insofar as permitted by any
order of the Commission applicable to the Series. The Trustees may
delegate any of its powers and duties under this Section 3 with
respect to appraisal of assets and liabilities. At any time, the
Trustees may cause the value per Share last determined to be
determined again in a similar manner and may fix the time when such
redetermined value shall become effective.

SUSPENSION OF THE RIGHT OF REDEMPTION

SECTION 4. The Trustees may declare a suspension of the right of
redemption or postpone the date of payment as permitted under the 1940
Act. Such suspension shall take effect at such time as the Trustees
shall specify, but not later than the close of business on the
business day next following the declaration of suspension, and
thereafter there shall be no right of redemption or payment until the
Trustees shall declare the suspension at an end. In the case of a
suspension of the right of redemption, a Shareholder may either
withdraw his request for redemption or receive payment based on the
Net Asset Value per Share existing after the termination of the
suspension. In the event that any Series is divided into Classes, the
provisions of this Section, to the extent applicable as determined in
the discretion of the Trustees and consistent with applicable law, may
be equally applied to each such Class.

ARTICLE XI

LIMITATION OF LIABILITY AND INDEMNIFICATION

LIMITATION OF LIABILITY

SECTION 1. Provided they have exercised reasonable care and have
acted under the reasonable belief that their actions are in the best
interest of the Trust, the Trustees shall not be responsible for or
liable in any event for neglect or wrongdoing of them or any officer,
agent, employee, or investment adviser of the Trust, but nothing
contained herein shall protect any Trustee against any liability to
which he would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of his office.

INDEMNIFICATION OF COVERED PERSONS

SECTION 2.

(a) Subject to the exceptions and limitations contained in Section
(b) below:

(i) every person who is, or has been, a Trustee or officer of the
Trust (hereinafter referred to as "Covered Person") shall be
indemnified by the appropriate Series to the fullest extent permitted
by law against liability and against all expenses reasonably incurred
or paid by him in connection with any claim, action, suit, or
proceeding in which he becomes involved as a party or otherwise by
virtue of his being or having been a Trustee or officer and against
amounts paid or incurred by him in the settlement thereof;

(ii) the words "claim," "action," "suit," or "proceeding" shall apply
to all claims, actions, suits or proceedings (civil, criminal or
other, including appeals), actual or threatened while in office or
thereafter, and the words "liability" and "expenses" shall include,
without limitation, attorneys' fees, costs, judgments, amounts paid in
settlement, fines, penalties and other liabilities.

(b) No indemnification shall be provided hereunder to a Covered
Person:

(i) who shall have been adjudicated by a court or body before which
the proceeding was brought (A) to be liable to the Trust or its
Shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct
of his office; or (B) not to have acted in good faith in the
reasonable belief that his action was in the best interest of the
Trust; or

(ii) in the event of a settlement, unless there has been a
determination that such Trustee or officer did not engage in willful
misfeasance, bad faith, gross negligence, or reckless disregard of the
duties involved in the conduct of his office,

(A) by the court or other body approving the settlement;

(B) by at least a majority of those Trustees who are neither
Interested Persons of the Trust nor are parties to the matter based
upon a review of readily available facts (as opposed to a full
trial-type inquiry); or

(C) by written opinion of independent legal counsel based upon a
review of readily available facts (as opposed to a full trial-type
inquiry);

provided, however, that any Shareholder may, by appropriate legal
proceedings, challenge any such determination by the Trustees, or by
independent counsel.

(c) The rights of indemnification herein provided may be insured
against by policies maintained by the Trust, shall be severable, shall
not be exclusive of or affect any other rights to which any Covered
Person may now or hereafter be entitled, shall continue as to a person
who has ceased to be such Trustee or officer, and shall inure to the
benefit of the heirs, executors, and administrators of such a person.
Nothing contained herein shall affect any rights to indemnification to
which Trust personnel, other than Trustees and officers, and other
persons may be entitled by contract or otherwise under law.

(d) Expenses in connection with the preparation and presentation of a
defense to any claim, action, suit, or proceeding of the character
described in Paragraph (a) of this Section 2 may be paid by the
applicable Series from time to time prior to final disposition thereof
upon receipt of an undertaking by or on behalf of such Covered Person
that such amount will be paid over by him to the applicable Series if
it is ultimately determined that he is not entitled to indemnification
under this Section 2; provided, however, that either (i) such Covered
Person shall have provided appropriate security for such undertaking;
(ii) the Trust is insured against losses arising out of any such
advance payments; or (iii) either a majority of the Trustees who are
neither interested persons of the Trust nor parties to the matter, or
independent legal counsel in a written opinion, shall have determined,
based upon a review of readily available facts (as opposed to a
trial-type inquiry or full investigation), that there is reason to
believe that such Covered Person will be found entitled to
indemnification under this Section 2.

INDEMNIFICATION OF SHAREHOLDERS

SECTION 3. In case any Shareholder or former Shareholder of any
Series of the Trust shall be held to be personally liable solely by
reason of his being or having been a Shareholder and not because of
his acts or omissions or for some other reason, the Shareholder or
former Shareholder (or his heirs, executors, administrators, or other
legal representatives or, in the case of a corporation or other
entity, its corporate or other general successor) shall be entitled
out of the assets belonging to the applicable Series to be held
harmless from and indemnified against all loss and expense arising
from such liability. The Series shall, upon request by the
Shareholder, assume the defense of any claim made against the
Shareholder for any act or obligation of the Series and satisfy any
judgment thereon.

ARTICLE XII

MISCELLANEOUS

TRUST NOT A PARTNERSHIP, ETC.

SECTION 1. It is hereby expressly declared that a trust is created
hereby and not a partnership, joint stock association, corporation,
bailment, or any form of a legal relationship other than a trust. No
Trustee hereunder shall have any power to personally bind either the
Trust's officers or any Shareholder. All persons extending credit to,
contracting with, or having any claim against the Trust or the
Trustees shall look only to the assets of the appropriate Series for
payment under such credit, contract, or claim; and neither the
Shareholders nor the Trustees, nor any of their agents, whether past,
present, or future, shall be personally liable therefor. Nothing in
this Declaration of Trust shall protect a Trustee against any
liability to which the Trustee would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of the office of
Trustee hereunder.

TRUSTEES' GOOD FAITH ACTION, EXPERT ADVICE, NO BOND OR SURETY

SECTION 2. The exercise by the Trustees of their powers and
discretions hereunder in good faith and with reasonable care under the
circumstances then prevailing, shall be binding upon everyone
interested. Subject to the provisions of Section 1 of this Article XII
and to Article XI, the Trustees shall not be liable for errors of
judgment or mistakes of fact or law. The Trustees may take advice of
counsel or other experts with respect to the meaning and operation of
this Declaration of Trust, and subject to the provisions of Section 1
of this Article XII and to Article XI, shall be under no liability for
any act or omission in accordance with such advice or for failing to
follow such advice. The Trustees shall not be required to give any
bond as such, nor any surety if a bond is obtained.

ESTABLISHMENT OF RECORD DATES

SECTION 3. The Trustees may close the stock transfer books of the
Trust for a period not exceeding sixty (60) days preceding the date of
any meeting of Shareholders, or the date for the payment of any
dividends, or the date for the allotment of rights, or the date when
any change or conversion or exchange of Shares shall go into effect;
or in lieu of closing the stock transfer books as aforesaid, the
Trustees may fix in advance a date not exceeding sixty (60) days
preceding the date of any meeting of Shareholders, or the date for
payment of any dividends, or the date for the allotment of rights, or
the date when any change or conversion or exchange of Shares shall go
into effect, as a record date for the determination of the
Shareholders entitled to notice of, and to vote at, any such meeting,
or entitled to receive payment of any such dividend, or to any such
allotment of rights, or to exercise the rights in respect of any such
change, conversion or exchange of Shares, and in such case such
Shareholders and only such Shareholders as shall be Shareholders of
record on the date so fixed shall be entitled to such notice of, and
to vote at, such meeting, or to receive payment of such dividend, or
to receive such allotment or rights, or to exercise such rights, as
the case may be, notwithstanding any transfer of any Shares on the
books of the Trust after any such record date fixed or aforesaid.

DURATION; TERMINATION OF TRUST, A SERIES OR A CLASS; MERGERS, ETC.

SECTION 4.1. DURATION. The Trust shall continue without limitation
of time, but subject to the provisions of this Article XII.

SECTION 4.2. TERMINATION OF THE TRUST, A SERIES OR A CLASS. (a)
Subject to applicable Federal and state law, the Trust or any Series
or Class thereof may be terminated (i) by Majority Shareholder Vote of
the Trust, each Series affected, or each Class affected, as the case
may be; or (ii) without the vote or consent of Shareholders by a
majority of the Trustees either at a meeting or by written consent.
The Trustees shall provide written notice to the affected Shareholders
of a termination effected under clause (ii) above. Upon the
termination of the Trust or the Series or Class,

(i) the Trust or the Series or Class shall carry on no business
except for the purpose of winding up its affairs;

(ii) the Trustees shall proceed to wind up the affairs of the Trust
or the Series or Class, and all of the powers of the Trustees under
this Declaration of Trust shall continue until the affairs of the
Trust shall have been wound up, including the power to fulfill or
discharge the contracts of the Trust or the Series or Class thereof;
collect its assets; sell, convey, assign, exchange, transfer, or
otherwise dispose of all or any part of the remaining Trust property
or Trust property allocated or belonging to such Series or Class to
one or more persons at public or private sale for consideration that
may consist in whole or in part of cash, securities, or other property
of any kind; discharge or pay its liabilities; and do all other acts
appropriate to liquidate its business; provided that any sale,
conveyance, assignment, exchange, transfer, or other disposition of
all or substantially all the Trust property or Trust property
allocated or belonging to such Series or Class (other than as provided
in (iii) below) shall require Shareholder approval in accordance with
Section 4.3 below; and

(iii) after paying or adequately providing for the payment of all
liabilities, and upon receipt of such releases, indemnities, and
refunding agreements as they deem necessary for their protection, the
Trustees may distribute the remaining Trust property or the remaining
property of the terminated Series or Class, in cash or in kind or
partly each, among the Shareholders of the Trust or the Series or
Class according to their respective rights; and

(b) after termination of the Trust or the Series or Class and
distribution to the Shareholders as herein provided, a majority of the
Trustees shall execute and lodge among the records of the Trust and
file with the Secretary of The Commonwealth of Massachusetts, as
appropriate, an instrument in writing setting forth the fact of such
termination, and the Trustees shall thereupon be discharged from all
further liabilities and duties with respect to the Trust or the
terminated Series or Class, and the rights and interests of all
Shareholders of the Trust or the terminated Series or Class shall
thereupon cease.

SECTION 4.3. MERGER, CONSOLIDATION, AND SALE OF ASSETS. Subject to
applicable Federal and state law and except as otherwise provided in
Section 4.4 below, the Trust or any Series thereof may merge or
consolidate with any other corporation, association, trust, or other
organization or may sell, lease, or exchange all or substantially all
of the Trust property or Trust property allocated or belonging to such
Series, including its good will, upon such terms and conditions and
for such consideration when and as authorized at any meeting of
Shareholders called for such purpose by a Majority Shareholder Vote of
the Trust or affected Series, as the case may be. Any such merger,
consolidation, sale, lease, or exchange shall be deemed for all
purposes to have been accomplished under and pursuant to Massachusetts
law.

SECTION 4.4. INCORPORATION; REORGANIZATION. Subject to applicable
Federal and state law, the Trustees may without the vote or consent of
Shareholders cause to be organized or assist in organizing a
corporation or corporations under the laws of any jurisdiction or any
other trust, partnership, limited liability company, association, or
other organization to take over all of the Trust property or the Trust
property allocated or belonging to such Series or to carry on any
business in which the Trust shall directly or indirectly have any
interest, and to sell, convey and transfer the Trust property or the
Trust property allocated or belonging to such Series to any such
corporation, trust, limited liability company, partnership,
association, or organization in exchange for the shares or securities
thereof or otherwise, and to lend money to, subscribe for the shares
or securities of, and enter into any contracts with any such
corporation, trust, partnership, limited liability company,
association, or organization, or any corporation, partnership, limited
liability company, trust, association, or organization in which the
Trust or such Series holds or is about to acquire shares or any other
interest. Subject to applicable Federal and state law, the Trustees
may also cause a merger or consolidation between the Trust or any
successor thereto and any such corporation, trust, partnership,
limited liability company, association, or other organization.
Nothing contained herein shall be construed as requiring approval of
Shareholders for the Trustees to organize or assist in organizing one
or more corporations, trusts, partnerships, limited liability
companies, associations, or other organizations and selling,
conveying, or transferring the Trust property or a portion of the
Trust property to such organization or entities; provided, however,
that the Trustees shall provide written notice to the affected
Shareholders of any transaction whereby, pursuant to this Section 4.4,
the Trust or any Series therof sells, conveys, or transfers
substantially all of its assets to another entity or merges or
consolidates with another entity.

FILING OF COPIES, REFERENCES, AND HEADINGS

SECTION 5. The original or a copy of this instrument and of each
Declaration of Trust supplemental hereto shall be kept at the office
of the Trust where it may be inspected by any Shareholder. A copy of
this instrument and of each supplemental Declaration of Trust shall be
filed by the Trustees with the Secretary of The Commonwealth of
Massachusetts and the Boston City Clerk, as well as any other
governmental office where such filing may from time to time be
required. Anyone dealing with the Trust may rely on a certificate by
an officer or Trustee of the Trust as to whether or not any such
supplemental Declarations of Trust have been made and as to any
matters in connection with the Trust hereunder, and with the same
effect as if it were the original, may rely on a copy certified by an
officer or Trustee of the Trust to be a copy of this instrument or of
any such supplemental Declaration of Trust. In this instrument or in
any such supplemental Declaration of Trust, references to this
instrument and all expressions like "herein," "hereof" and
"hereunder," shall be deemed to refer to this instrument as amended or
affected by any such supplemental Declaration of Trust. Headings are
placed herein for convenience of reference only and in case of any
conflict, the text of this instrument, rather than the headings, shall
control. This instrument may be executed in any number of counterparts
each of which shall be deemed an original.

APPLICABLE LAW

SECTION 6. The Trust set forth in this instrument is made in The
Commonwealth of Massachusetts, and it is created under and is to be
governed by and construed and administered according to the laws of
said Commonwealth. The Trust shall be of the type commonly called a
Massachusetts business trust, and without limiting the provisions
hereof, the Trust may exercise all powers which are ordinarily
exercised by such a trust, and the absence of a specific reference
herein to any such power, privilege, or action shall not imply that
the Trust may not exercise such power or privilege or take such
actions.

AMENDMENTS

SECTION 7. Except as specifically provided herein, the Trustees may,
without shareholder vote, amend or otherwise supplement this
Declaration of Trust by making an amendment, a Declaration of Trust
supplemental hereto or an amended and restated Declaration of Trust.
Shareholders shall have the right to vote (a) on any amendment that
would affect their right to vote granted in Section 1 of Article VIII;
(b) on any amendment that would alter the maximum number of Trustees
permitted under Section 6 of Article IV; (c) on any amendment to this
Section 7; (d) on any amendment as may be required by law or by the
Trust's registration statement filed with the Commission; and (e) on
any amendment submitted to them by the Trustees. Any amendment
required or permitted to be submitted to Shareholders that, as the
Trustees determine, shall affect the Shareholders of one or more
Series or Classes shall be authorized by vote of the Shareholders of
each Series or Class affected and no vote of shareholders of a Series
or Class not affected shall be required. Notwithstanding anything
else herein, any amendment to Article XI shall not limit the rights to
indemnification or insurance provided therein with respect to action
or omission of Covered Persons prior to such amendment.

FISCAL YEAR

SECTION 8. The fiscal year of the Trust shall end on a specified
date as set forth in the Bylaws, if any, provided, however, that the
Trustees may, without Shareholder approval, change the fiscal year of
the Trust.

USE OF THE WORD "FIDELITY"

SECTION 9. Fidelity Management & Research Company ("FMR") has
consented to the use by any Series of the Trust of the identifying
word "Fidelity" in the name of any Series of the Trust at some future
date. Such consent is conditioned upon the employment of FMR or a
subsidiary or affiliate thereof as investment adviser of

each Series of the Trust. As between the Trust and itself, FMR
controls the use of the name of the Trust insofar as such name
contains the identifying word "Fidelity." FMR may from time to time
use the identifying word "Fidelity" in other connections and for other
purposes, including, without limitation, in the names of other
investment companies, corporations, or businesses that it may manage,
advise, sponsor or own or in which it may have a financial interest.
FMR may require the Trust or any Series thereof to cease using the
identifying word "Fidelity" in the name of the Trust or any Series
thereof if the Trust or any Series thereof ceases to employ FMR or a
subsidiary or affiliate thereof as investment adviser.

Provisions in Conflict with Law or Regulations

SECTION 10. (a) The provisions of this Declaration of Trust are
severable, and, if the Trustees shall determine, with the advice of
counsel, that any of such provisions is in conflict with the 1940 Act,
the regulated investment company provisions of the Internal Revenue
Code or with other applicable laws and regulations, the conflicting
provision shall be deemed never to have constituted a part of this
Declaration of Trust; provided, however, that such determination shall
not affect any of the remaining provisions of this Declaration of
Trust or render invalid or improper any action taken or omitted prior
to such determination.

(b) If any provision of this Declaration Trust shall be held invalid
or unenforceable in any jurisdiction, such invalidity or
unenforceability shall attach only to such provision in such
jurisdiction and shall not in any manner affect such provisions in any
other jurisdiction or any other provision of this Declaration of Trust
in any jurisdiction.

IN WITNESS WHEREOF, the undersigned, being all of the Trustees of the
Trust, have executed this instrument as of the date set forth above.

[SIGNATURE LINES OMITTED]

EXHIBIT D(1)

[FORM OF]

MANAGEMENT CONTRACT

BETWEEN

FIDELITY COURT STREET TRUST:
SPARTAN MUNICIPAL INCOME FUND
AND
FIDELITY MANAGEMENT & RESEARCH COMPANY

AMENDMENT made this ___ day of ______, ____ by and between Fidelity
Court Street Trust, a Massachusetts business trust which may issue one
or more series of shares of beneficial interest (hereinafter called
the "Fund"), on behalf of Spartan Municipal Income Fund (hereinafter
called the "Portfolio"), and Fidelity Management & Research Company, a
Massachusetts corporation (hereinafter called the "Adviser") as set
forth in its entirety below.

Required authorization and approval by shareholders and Trustees
having been obtained, the Fund, on behalf of the Portfolio, and the
Adviser hereby consent, pursuant to Paragraph 6 of the existing
Management Contract Modified March 1, 1993, to a modification of said
Contract in the manner set forth below. The Modified Management
Contract shall when executed by duly authorized officers of the Fund
and the Adviser, take effect on the later of January 1, 2000 or the
first day of the month following approval.

1. (a) Investment Advisory Services. The Adviser undertakes to act as
investment adviser of the Portfolio and shall, subject to the
supervision of the Fund's Board of Trustees, direct the investments of
the Portfolio in accordance with the investment objective, policies
and limitations as provided in the Portfolio's Prospectus or other
governing instruments, as amended from time to time, the Investment
Company Act of 1940 and rules thereunder, as amended from time to time
(the "1940 Act"), and such other limitations as the Portfolio may
impose by notice in writing to the Adviser. The Adviser shall also
furnish for the use of the Portfolio office space and all necessary
office facilities, equipment and personnel for servicing the
investments of the Portfolio; and shall pay the salaries and fees of
all officers of the Fund, of all Trustees of the Fund who are
"interested persons" of the Fund or of the Adviser and of all
personnel of the Fund or the Adviser performing services relating to
research, statistical and investment activities. The Adviser is
authorized, in its discretion and without prior consultation with the
Portfolio, to buy, sell, lend and otherwise trade in any stocks, bonds
and other securities and investment instruments on behalf of the
Portfolio. The investment policies and all other actions of the
Portfolio are and shall at all times be subject to the control and
direction of the Fund's Board of Trustees.

(b) Management Services. The Adviser shall perform (or arrange for
the performance by its affiliates of) the management and
administrative services necessary for the operation of the Fund. The
Adviser shall, subject to the supervision of the Board of Trustees,
perform various services for the Portfolio, including but not limited
to: (i) providing the Portfolio with office space, equipment and
facilities (which may be its own) for maintaining its organization;
(ii) on behalf of the Portfolio, supervising relations with, and
monitoring the performance of, custodians, depositories, transfer and
pricing agents, accountants, attorneys, underwriters, brokers and
dealers, insurers and other persons in any capacity deemed to be
necessary or desirable; (iii) preparing all general shareholder
communications, including shareholder reports; (iv) conducting
shareholder relations; (v) maintaining the Fund's existence and its
records; (vi) during such times as shares are publicly offered,
maintaining the registration and qualification of the Portfolio's
shares under federal and state law; and (vii) investigating the
development of and developing and implementing, if appropriate,
management and shareholder services designed to enhance the value or
convenience of the Portfolio as an investment vehicle.

The Adviser shall also furnish such reports, evaluations, information
or analyses to the Fund as the Fund's Board of Trustees may request
from time to time or as the Adviser may deem to be desirable. The
Adviser shall make recommendations to the Fund's Board of Trustees
with respect to Fund policies, and shall carry out such policies as
are adopted by the Trustees. The Adviser shall, subject to review by
the Board of Trustees, furnish such other services as the Adviser
shall from time to time determine to be necessary or useful to perform
its obligations under this Contract.

(c) The Adviser shall place all orders for the purchase and sale of
portfolio securities for the Portfolio's account with brokers or
dealers selected by the Adviser, which may include brokers or dealers
affiliated with the Adviser. The Adviser shall use its best efforts to
seek to execute portfolio transactions at prices which are
advantageous to the Portfolio and at commission rates which are
reasonable in relation to the benefits received. In selecting brokers
or dealers qualified to execute a particular transaction, brokers or
dealers may be selected who also provide brokerage and research
services (as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934) to the Portfolio and/or the other
accounts over which the Adviser or its affiliates exercise investment
discretion. The Adviser is authorized to pay a broker or dealer who
provides such brokerage and research services a commission for
executing a portfolio transaction for the Portfolio which is in excess
of the amount of commission another broker or dealer would have
charged for effecting that transaction if the Adviser determines in
good faith that such amount of commission is reasonable in relation to
the value of the brokerage and research services provided by such
broker or dealer. This determination may be viewed in terms of either
that particular transaction or the overall responsibilities which the
Adviser and its affiliates have with respect to accounts over which
they exercise investment discretion. The Trustees of the Fund shall
periodically review the commissions paid by the Portfolio to determine
if the commissions paid over representative periods of time were
reasonable in relation to the benefits to the Portfolio.

The Adviser shall, in acting hereunder, be an independent contractor.
The Adviser shall not be an agent of the Portfolio.

2. It is understood that the Trustees, officers and shareholders of
the Fund are or may be or become interested in the Adviser as
directors, officers or otherwise and that directors, officers and
stockholders of the Adviser are or may be or become similarly
interested in the Fund, and that the Adviser may be or become
interested in the Fund as a shareholder or otherwise.

3. The Adviser will be compensated on the following basis for the
services and facilities to be furnished hereunder. The Adviser shall
receive a monthly management fee, payable monthly as soon as
practicable after the last day of each month, composed of a Group Fee
and an Individual Fund Fee.

(a) Group Fee Rate. The Group Fee Rate shall be based upon the
monthly average of the net assets of the registered investment
companies having Advisory and Service or Management Contracts with the
Adviser (computed in the manner set forth in the fund's Declaration of
Trust or other organizational document) determined as of the close of
business on each business day throughout the month. The Group Fee Rate
shall be determined on a cumulative basis pursuant to the following
schedule:

Average Net Assets Annualized Fee Rate (for each
level)

0 - $ 3 billion .3700%

3 - 6 .3400

6 - 9 .3100

9 - 12 .2800

12 - 15 .2500

15 - 18 .2200

18 - 21 .2000

21 - 24 .1900

24 - 30 .1800

30 - 36 .1750

36 - 42 .1700

42 - 48 .1650

48 - 66 .1600

66 - 84 .1550

84 - 120 .1500

120 - 156 .1450

156 - 192 .1400

192 - 228 .1350

228 - 264 .1300

264 - 300 .1275

300 - 336 .1250

336 - 372 .1225

372 - 408 .1200

408 - 444 .1175

444 - 480 .1150

480 - 516 .1125

Over 516 .1100

(b) Individual Fund Fee Rate. The Individual Fund Fee Rate shall be
.25%.

The sum of the Group Fee Rate, calculated as described above to the
nearest millionth, and the Individual Fund Fee Rate shall constitute
the Annual Management Fee Rate. One-twelfth of the Annual Management
Fee Rate shall be applied to the average of the net assets of the
Portfolio (computed in the manner set forth in the Fund's Declaration
of Trust or other organizational document) determined as of the close
of business on each business day throughout the month.

(c) In case of termination of this Contract during any month, the
fee for that month shall be reduced proportionately on the basis of
the number of business days during which it is in effect, and the fee
computed upon the average net assets for the business days it is so in
effect for that month.

4. It is understood that the Portfolio will pay all its expenses,
which expenses payable by the Portfolio shall include, without
limitation, (i) interest and taxes; (ii) brokerage commissions and
other costs in connection with the purchase or sale of securities and
other investment instruments; (iii) fees and expenses of the Fund's
Trustees other than those who are "interested persons" of the Fund or
the Adviser; (iv) legal and audit expenses; (v) custodian, registrar
and transfer agent fees and expenses; (vi) fees and expenses related
to the registration and qualification of the Fund and the Portfolio's
shares for distribution under state and federal securities laws; (vii)
expenses of printing and mailing reports and notices and proxy
material to shareholders of the Portfolio; (viii) all other expenses
incidental to holding meetings of the Portfolio's shareholders,
including proxy solicitations therefor; (ix) a pro rata share, based
on relative net assets of the Portfolio and other registered
investment companies having Advisory and Service or Management
Contracts with the Adviser, of 50% of insurance premiums for fidelity
and other coverage; (x) its proportionate share of association
membership dues; (xi) expenses of typesetting for printing
Prospectuses and Statements of Additional Information and supplements
thereto; (xii) expenses of printing and mailing Prospectuses and
Statements of Additional Information and supplements thereto sent to
existing shareholders; and (xiii) such non-recurring or extraordinary
expenses as may arise, including those relating to actions, suits or
proceedings to which the Portfolio is a party and the legal obligation
which the Portfolio may have to indemnify the Fund's Trustees and
officers with respect thereto.

5. The services of the Adviser to the Portfolio are not to be deemed
exclusive, the Adviser being free to render services to others and
engage in other activities, provided, however, that such other
services and activities do not, during the term of this Contract,
interfere, in a material manner, with the Adviser's ability to meet
all of its obligations with respect to rendering services to the
Portfolio hereunder. In the absence of willful misfeasance, bad faith,
gross negligence or reckless disregard of obligations or duties
hereunder on the part of the Adviser, the Adviser shall not be subject
to liability to the Portfolio or to any shareholder of the Portfolio
for any act or omission in the course of, or connected with, rendering
services hereunder or for any losses that may be sustained in the
purchase, holding or sale of any security or other investment
instrument.

6. (a) Subject to prior termination as provided in sub-paragraph (d)
of this paragraph 6, this Contract shall continue in force until June
30, 2000 and indefinitely thereafter, but only so long as the
continuance after such date shall be specifically approved at least
annually by vote of the Trustees of the Fund or by vote of a majority
of the outstanding voting securities of the Portfolio.

(b) This Contract may be modified by mutual consent subject to the
provisions of Section 15 of the 1940 Act, as modified by or
interpreted by any applicable order or orders of the Securities and
Exchange Commission (the "Commission") or any rules or regulations
adopted by, or interpretative releases of, the Commission.

(c) In addition to the requirements of sub-paragraphs (a) and (b) of
this paragraph 6, the terms of any continuance or modification of this
Contract must have been approved by the vote of a majority of those
Trustees of the Fund who are not parties to the Contract or interested
persons of any such party, cast in person at a meeting called for the
purpose of voting on such approval.

(d) Either party hereto may, at any time on sixty (60) days' prior
written notice to the other, terminate this Contract, without payment
of any penalty, by action of its Trustees or Board of Directors, as
the case may be, or with respect to the Portfolio by vote of a
majority of the outstanding voting securities of the Portfolio. This
Contract shall terminate automatically in the event of its assignment.

7. The Adviser is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Fund's Declaration of Trust
or other organizational document and agrees that the obligations
assumed by the Fund pursuant to this Contract shall be limited in all
cases to the Portfolio and its assets, and the Adviser shall not seek
satisfaction of any such obligation from the shareholders or any
shareholder of the Portfolio or any other Portfolios of the Fund. In
addition, the Adviser shall not seek satisfaction of any such
obligations from the Trustees or any individual Trustee. The Adviser
understands that the rights and obligations of any Portfolio under the
Declaration of Trust or other organizational document are separate and
distinct from those of any and all other Portfolios.

8. This Agreement shall be governed by, and construed in accordance
with, the laws of the Commonwealth of Massachusetts, without giving
effect to the choice of laws provisions thereof.

The terms "vote of a majority of the outstanding voting securities,"
"assignment," and "interested persons," when used herein, shall have
the respective meanings specified in the 1940 Act, as now in effect or
as hereafter amended, and subject to such orders as may be granted by
the Commission.

IN WITNESS WHEREOF the parties have caused this instrument to be
signed in their behalf by their respective officers thereunto duly
authorized, and their respective seals to be hereunto affixed, all as
of the date written above.

[Signature lines omitted]

EXHIBIT D(1)

[FORM OF]

MANAGEMENT CONTRACT

BETWEEN

FIDELITY COURT STREET TRUST:
SPARTAN FLORIDA MUNICIPAL INCOME FUND
AND
FIDELITY MANAGEMENT & RESEARCH COMPANY

AMENDMENT made this __ day of _______, 2000 by and between Fidelity
Court Street Trust, a Massachusetts business trust which may issue one
or more series of shares of beneficial interest (hereinafter called
the "Fund"), on behalf of Spartan Florida Municipal Income Fund
(hereinafter called the "Portfolio"), and Fidelity Management &
Research Company, a Massachusetts corporation (hereinafter called the
"Adviser") as set forth in its entirety below.

Required authorization and approval by shareholders and Trustees
having been obtained, the Fund, on behalf of the Portfolio, and the
Adviser hereby consent, pursuant to Paragraph 6 of the existing
Management Contract dated February 20, 1992, to a modification of said
Contract in the manner set forth below. The Amended Management
Contract shall, when executed by duly authorized officers of the Fund
and Adviser, take effect on January 1, 2000.

The Adviser shall, in acting hereunder, be an independent contractor.
The Adviser shall not be an agent of the Portfolio.

Average Net Assets Annualized Fee Rate (for each
level)

0 - $ 3 billion .3700%

3 - 6 .3400

6 - 9 .3100

9 - 12 .2800

12 - 15 .2500

15 - 18 .2200

18 - 21 .2000

21 - 24 .1900

24 - 30 .1800

30 - 36 .1750

36 - 42 .1700

42 - 48 .1650

48 - 66 .1600

66 - 84 .1550

84 - 120 .1500

120 - 156 .1450

156 - 192 .1400

192 - 228 .1350

228 - 264 .1300

264 - 300 .1275

300 - 336 .1250

336 - 372 .1225

372 - 408 .1200

408 - 444 .1175

444 - 480 .1150

480 - 516 .1125

Over 516 .1100

(b) Individual Fund Fee Rate. The Individual Fund Fee Rate shall be
.25%

6 (a) Subject to prior termination as provided in sub-paragraph (d)
of this paragraph 6, this Contract shall continue in force until June
30, 2000 and indefinitely thereafter, but only so long as the
continuance after such date shall be specifically approved at least
annually by vote of the Trustees of the Fund or by vote of a majority
of the outstanding voting securities of the Portfolio.

8. This Agreement shall be governed by, and construed in accordance
with, the laws of the Commonwealth of Massachusetts, without giving
effect to the choice of laws provisions thereof.

The terms "vote of a majority of the outstanding voting securities,"
"assignment" and "interested persons," when used herein, shall have
the respective meanings specified in the 1940 Act, as now in effect or
as hereafter amended, and subject to such orders as may be granted by
the Commission.

[signature lines omitted]

EXHIBIT D(1)

[FORM OF]

MANAGEMENT CONTRACT

BETWEEN

FIDELITY COURT STREET TRUST:
SPARTAN NEW JERSEY MUNICIPAL INCOME FUND
AND
FIDELITY MANAGEMENT & RESEARCH COMPANY

AMENDMENT made this __ day of _______, 2000 by and between Fidelity
Court Street Trust, a Massachusetts business trust which may issue one
or more series of shares of beneficial interest (hereinafter called
the "Fund"), on behalf of Spartan New Jersey Municipal Income Fund
(hereinafter called the "Portfolio"), and Fidelity Management &
Research Company, a Massachusetts corporation (hereinafter called the
"Adviser") as set forth in its entirety below.

Required authorization and approval by shareholders and Trustees
having been obtained, the Fund, on behalf of the Portfolio, and the
Adviser hereby consent, pursuant to Paragraph 6 of the existing
Management Contract dated January 1, 1992, to a modification of said
Contract in the manner set forth below. The Amended Management
Contract shall, when executed by duly authorized officers of the Fund
and Adviser, take effect on January 1, 2000.

The Adviser shall, in acting hereunder, be an independent contractor.
The Adviser shall not be an agent of the Portfolio.

Average Net Assets Annualized Fee Rate (for each
level)

0 - $ 3 billion .3700%

3 - 6 .3400

6 - 9 .3100

9 - 12 .2800

12 - 15 .2500

15 - 18 .2200

18 - 21 .2000

21 - 24 .1900

24 - 30 .1800

30 - 36 .1750

36 - 42 .1700

42 - 48 .1650

48 - 66 .1600

66 - 84 .1550

84 - 120 .1500

120 - 156 .1450

156 - 192 .1400

192 - 228 .1350

228 - 264 .1300

264 - 300 .1275

300 - 336 .1250

336 - 372 .1225

372 - 408 .1200

408 - 444 .1175

444 - 480 .1150

480 - 516 .1125

Over 516 .1100

(b) Individual Fund Fee Rate. The Individual Fund Fee Rate shall be
.25%

8. This Agreement shall be governed by, and construed in accordance
with, the laws of the Commonwealth of Massachusetts, without giving
effect to the choice of laws provisions thereof.

EXHIBIT D(1)

[FORM OF]

MANAGEMENT CONTRACT

BETWEEN

FIDELITY COURT STREET TRUST:
SPARTAN CONNECTICUT MUNICIPAL INCOME FUND
AND
FIDELITY MANAGEMENT & RESEARCH COMPANY

AMENDMENT made this __ day of _____, 2000 by and between Fidelity
Court Street Trust, a Massachusetts business trust which may issue one
or more series of shares of beneficial interest (hereinafter called
the ("Fund"), on behalf of Spartan Connecticut Municipal Income Fund
(hereinafter called the "Portfolio"), and Fidelity Management &
Research Company, a Massachusetts corporation (hereinafter called the
"Adviser") as set forth in its entirety below.

Required authorization and approval by shareholders and Trustees
having been obtained, the Fund, on behalf of the Portfolio, and the
Adviser hereby consent, pursuant to Paragraph 6 of the existing
Management Contract dated January 1, 1992, to a modification of said
Contract in the manner set forth below. The Amended Management
Contract shall, when executed by duly authorized officers of the Fund
and Adviser, take effect on January 1, 2000.

The Adviser shall, in acting hereunder, be an independent contractor.
The Adviser shall not be an agent of the Portfolio.

Average Net Assets Annualized Fee Rate (for each
level)

0 - $ 3 billion .3700%

3 - 6 .3400

6 - 9 .3100

9 - 12 .2800

12 - 15 .2500

15 - 18 .2200

18 - 21 .2000

21 - 24 .1900

24 - 30 .1800

30 - 36 .1750

36 - 42 .1700

42 - 48 .1650

48 - 66 .1600

66 - 84 .1550

84 - 120 .1500

120 - 156 .1450

156 - 192 .1400

192 - 228 .1350

228 - 264 .1300

264 - 300 .1275

300 - 336 .1250

336 - 372 .1225

372 - 408 .1200

408 - 444 .1175

444 - 480 .1150

480 - 516 .1125

Over 516 .1100

(b) Individual Fund Fee Rate. The Individual Fund Fee Rate shall be
.25%

6.(a) Subject to prior termination as provided in sub-paragraph (d)
of this paragraph 6, this Contract shall continue in force until June
30, 2000 and indefinitely thereafter, but only so long as the
continuance after such date shall be specifically approved at least
annually by vote of the Trustees of the Fund or by vote of a majority
of the outstanding voting securities of the Portfolio.

8. This Agreement shall be governed by, and construed in accordance
with, the laws of the Commonwealth of Massachusetts, without giving
effect to the choice of laws provisions thereof.

The terms "vote of a majority of the outstanding voting securities,"
"assignment" and "interested" persons," when used herein, shall have
the respective meanings specified in the 1940 Act, as now in effect or
as hereafter amended, and subject to such orders as may be granted by
the Commission.

[Signature lines omitted]

Exhibit m(1)

DISTRIBUTION AND SERVICE PLAN

of Fidelity Court Street Trust
Spartan Municipal Income Fund
(formerly known as Fidelity Municipal Income Fund)

1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by
Rule 12b-1 under the Investment Company Act of 1940 (the "Act") of
Fidelity Municipal Income Fund (the "Portfolio"), a series of shares
of Fidelity Court Street Trust (the "Fund").

2. The Fund has entered into a General Distribution Agreement with
respect to the Portfolio with Fidelity Distributors Corporation (the
"Distributor"), a wholly-owned subsidiary of Fidelity Management &
Research Company (the "Adviser"), under which the Distributor uses all
reasonable efforts, consistent with its other business, to secure
purchasers for the Portfolio's shares of beneficial interest
("shares"). Under the agreement, the Distributor pays the expenses of
printing and distributing any prospectuses, reports and other
literature used by the Distributor, advertising, and other promotional
activities in connection with the offering of shares of the Portfolio
for sale to the public. It is recognized that the Adviser may use its
management fee revenues as well as past profits or its resources from
any other source, to make payment to the Distributor with respect to
any expenses incurred in connection with the distribution of Portfolio
shares, including the activities referred to above.

3. The Adviser directly, or through the Distributor, may, subject to
the approval of the Trustees, make payments to securities dealers and
other third parties who engage in the sale of shares or who render
shareholder support services, including but not limited to providing
office space, equipment and telephone facilities, answering routine
inquiries regarding the Portfolio, processing shareholder transactions
and providing such other shareholder services as the Fund may
reasonably request.

4. The Portfolio will not make separate payments as a result of this
Plan to the Adviser, Distributor or any other party, it being
recognized that the Portfolio presently pays, and will continue to
pay, an advisory and service fee to the Adviser. To the extent that
any payments made by the Portfolio to the Adviser, including payment
of advisory and service fees, should be deemed to be indirect
financing of any activity primarily intended to result in the sale of
shares of the Portfolio within the context of Rule 12b-1 under the
Act, then such payments shall be deemed to be authorized by this Plan.

5. This Plan shall become effective upon the first business day of
the month following approval by a vote of at least a "majority of the
outstanding voting securities of the Portfolio" (as defined in the
Act), the plan having been approved by a vote of a majority of the
Trustees of the Fund, including a majority of Trustees who are not
"interested persons" of the Fund (as defined in the Act) and who have
no direct or indirect financial interest in the operation of this Plan
or in any agreements related to this Plan (the "Independent
Trustees"), cast in person at a meeting called for the purpose of
voting on this Plan.

6. This Plan shall, unless terminated as hereinafter provided, remain
in effect from the date specified above until April 30, 2000 and from
year to year thereafter, provided, however, that such continuance is
subject to approval annually by a vote of a majority of the Trustees
of the Fund, including a majority of the Independent Trustees, cast in
person at a meeting called for the purpose of voting on this Plan.
This Plan may be amended at any time by the Board of Trustees,
provided that (a) any amendment to authorize direct payments by the
Portfolio to finance any activity primarily intended to result in the
sale of shares of the Portfolio, or to increase materially the amount
spent by the Portfolio for distribution shall be effective only upon
approval by a vote of a majority of the outstanding voting securities
of the Portfolio, and (b) any material amendments of this Plan shall
be effective only upon approval in the manner provided in the first
sentence in this paragraph.

7. This Plan may be terminated at any time, without the payment of
any penalty, by vote of a majority of the Independent Trustees or by a
vote of a majority of the outstanding voting securities of the
Portfolio.

8. During the existence of this Plan, the Fund shall require the
Adviser and/or Distributor to provide the Fund, for review by the
Fund's Board of Trustees, and the Trustees shall review, at least
quarterly, a written report of the amounts expended in connection with
financing any activity primarily intended to result in the sale of
shares of the Portfolio (making estimates of such costs where
necessary or desirable) and the purposes for which such expenditures
were made.

9. This Plan does not require the Adviser or Distributor to perform
any specific type or level of distribution activities or to incur any
specific level of expenses for activities primarily intended to result
in the sale of shares of the Portfolio.

10. Consistent with the limitation of shareholder liability as set
forth in the Fund's Declaration of Trust, any obligations assumed by
the Portfolio pursuant to this Plan and any agreements related to this
Plan shall be limited in all cases to the Portfolio and its assets,
and shall not constitute obligations of any other series of shares of
the Fund.

11. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.

Exhibit m(2)

DISTRIBUTION AND SERVICE PLAN
of Fidelity Court Street Trust:
Spartan New Jersey Municipal Income Fund

1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by
Securities and Exchange Commission Rule 12b-1 under the Investment
Company Act of 1940, as amended (the "Act") for Fidelity New Jersey
Tax-Free High Yield Portfolio (the "Portfolio"), a portfolio of
Fidelity Court Street Trust (the "Fund").

4. The Portfolio will not make separate payments as a result of this
Plan to the Adviser, Distributor or any other party, it being
recognized that the Portfolio presently pays, and will continue to
pay, a management fee to the Adviser. To the extent that any payments
made by the Portfolio to the Adviser, including payment of management
fees, should be deemed to be indirect financing of any activity
primarily intended to result in the sale of shares of the Portfolio
within the context of Rule 12b-1 under the Act, then such payments
shall be deemed to be authorized by this Plan.

5. This Plan shall become effective upon the first business day of
the month following approval by a vote of at least a "majority of the
outstanding voting securities of the Portfolio" (as defined in the
Act), this Plan having been approved by a vote of a majority of the
Trustees of the Fund, including a majority of Trustees who are not
"interested persons" of the Fund (as defined in the Act) and who have
no direct or indirect financial interest in the operation of this Plan
or in any agreement related to the Plan (the "Independent Trustees"),
cast in person at a meeting called for the purpose of voting on this
Plan.

6. This Plan shall, unless terminated as hereinafter provided, remain
in effect until April 30, 1999, and from year to year thereafter;
provided, however, that such continuance is subject to approval
annually by a vote of a majority of the Trustees of the Fund,
including a majority of the Independent Trustees, cast in person at a
meeting called for the purpose of voting on this Plan. This Plan may
be amended at any time by the Board of Trustees, provided that (a) any
amendment to increase materially the fee provided for in paragraph 3
hereof shall be effective only upon approval by a vote of a majority
of the outstanding voting securities of the Portfolio, and (b) any
material amendment of this Plan shall be effective only upon approval
in the manner provided in the first sentence of this paragraph 6.

8. During the existence of this Plan, the Fund shall require the
Adviser and/or the Distributor to provide the Fund, for review by the
Fund's Trustees, and the Trustees shall review, at least quarterly, a
written report of the amounts expended in connection with financing
any activity primarily intended to result in the sale of shares of the
Portfolio (making estimates of such costs where necessary or
desirable) and the purposes for which such expenditures were made.

10. Consistent with the limitation of shareholder liability as set
forth in the Fund's Declaration of Trust, any obligation assumed by
the Portfolio pursuant to this Plan and any agreement related to this
Plan shall be limited in all cases to the Portfolio and its assets and
shall not constitute an obligation of any shareholder of the Fund or
of any other series of shares of the Fund.

11. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.

LG912940020

Exhibit m(3)

DISTRIBUTION AND SERVICE PLAN

of Fidelity Court Street Trust:
Spartan Connecticut Municipal Income Fund

1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by
Rule 12b-1 under the Investment Company Act of 1940 (the "Act") of
Spartan Connecticut Municipal Income Fund (the "Portfolio"), a series
of shares of Fidelity Court Street Trust (the "Fund").

4. The Portfolio will not make separate payments as a result of this
Plan to the Adviser, Distributor or any other party, it being
recognized that the Portfolio presently pays, and will continue to
pay, a management fee to the Adviser. To the extent that any payments
made by the Portfolio to the Adviser, including payment of management
fees, should be deemed to be indirect financing of any activity
primarily intended to result in the sale of shares of the Portfolio
within the context of Rule 12b-1 under the Act, then such payments
shall be deemed to be authorized by this Plan.

6. This Plan shall, unless terminated as hereinafter provided, remain
in effect from the date specified above until April 30, 2000, and from
year to year thereafter, provided, however, that such continuance is
subject to approval annually by a vote of a majority of the Trustees
of the Fund, including a majority of the Independent Trustees, cast in
person at a meeting called for the purpose of voting on this Plan.
This Plan may be amended at any time by the Board of Trustees,
provided that (a) any amendment to authorize direct payments by the
Portfolio to finance any activity primarily intended to result in the
sale of shares of the Portfolio, or to increase materially the amount
spent by the Portfolio for distribution shall be effective only upon
approval by a vote of a majority of the outstanding voting securities
of the Portfolio, and (b) any material amendments of this Plan shall
be effective only upon approval in the manner provided in the first
sentence in this paragraph.

11. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.

Exhibit m(4)

DISTRIBUTION AND SERVICE PLAN

of Fidelity Court Street Trust:
Spartan Florida Municipal Income Fund

1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by
Rule 12b-1 under the Investment Company Act of 1940 (the "Act") of
Spartan Florida Municipal Income Fund (the "Portfolio"), a series of
shares of Fidelity Court Street Trust (the "Fund").

4. The Portfolio will not make separate payments as a result of this
Plan to the Adviser, Distributor or any other party, it being
recognized that the Portfolio presently pays, and will continue to
pay, a management fee to the Adviser. To the extent that any payments
made by the Portfolio to the Adviser, including payment of management
fees, should be deemed to be indirect financing of any activity
primarily intended to result in the sale of shares of the Portfolio
within the context of Rule 12b-1 under the Act, then such payments
shall be deemed to be authorized by this Plan.

6. This Plan shall, unless terminated as hereinafter provided, remain
in effect from the date specified above until April 30, 2000, and from
year to year thereafter, provided, however, that such continuance is
subject to approval annually by a vote of a majority of the Trustees
of the Fund, including a majority of the Independent Trustees, cast in
person at a meeting called for the purpose of voting on this Plan.
This Plan may be amended at any time by the Board of Trustees,
provided that (a) any amendment to authorize direct payments by the
Portfolio to finance any activity primarily intended to result in the
sale of shares of the Portfolio, or to increase materially the amount
spent by the Portfolio for distribution, shall be effective only upon
approval by a vote of a majority of the outstanding voting securities
of the Portfolio, and (b) any material amendments of this Plan shall
be effective only upon approval in the manner provided in the first
sentence in this paragraph.

11. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.