FIDELITY GOVERNMENT SECURITIES FUND
485APOS, 1994-09-09
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT (NO. 2-62529)
 UNDER THE SECURITIES ACT OF 1933  [  ]
 Pre-Effective Amendment No.              [  ]
 Post-Effective Amendment No.    41   [X]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT
 COMPANY ACT OF 1940 [X]
 Amendment No. ______        [  ]
Fidelity Government Securities Fund
__________________________________________
(Exact Name of Registrant as Specified in Charter)
82 Devonshire Street, Boston, MA
02109_______________________________________
(Address Of Principal Executive Offices)
Registrant's Telephone Number  (617)
570-7000_________________________________
Arthur S. Loring, Secretary
82 Devonshire Street
Boston, MA 02109__________________________________________________________
(Name and Address of Agent for Service)
It is proposed that this filing will become effective
 (  ) Immediately upon filing pursuant to paragraph (b)
 (  ) On (                 ) pursuant to paragraph (b)
 (  ) 60 days after filing pursuant to paragraph (a)
 (X) On November 28, 1994 pursuant to paragraph (a) of Rule 485
Registrant  has filed a declaration pursuant to Rule 24f-2 under the
Investment Company Act of 1940 and intends to file the notice required by
such Rule before November 30, 1994.
FIDELITY GOVERNMENT SECURITIES FUND
 
CROSS REFERENCE SHEET
FORM N-1A                          
 
ITEM NUMBER   PROSPECTUS SECTION   
 
 
<TABLE>
<CAPTION>
<S>   <C>    <C>                              <C>                                                   
1            ..............................   Cover Page                                            
 
2     a      ..............................   Expenses                                              
 
      b, c   ..............................   Contents; The Funds at a Glance; Who May Want         
                                              to Invest                                             
 
3     a      ..............................   Financial Highlights                                  
 
      b      ..............................   *                                                     
 
      c, d   ..............................   Performance                                           
 
4     a      i.............................   Charter                                               
 
             ii...........................    The Funds at a Glance; Investment Principles and      
                                              Risks                                                 
 
      b      ..............................   Investment Principles and Risks                       
 
      c      ..............................   Who May Want to Invest; Investment Principles         
                                              and Risks                                             
 
5     a      ..............................   Charter                                               
 
      b      i.............................   Cover Page, Doing Business with Fidelity;             
                                              Charter, The Funds at a Glance                        
 
             ii...........................    Charter                                               
 
             iii..........................    Expenses; Breakdown of Expenses                       
 
      c      ..............................   Charter                                               
 
      d      ..............................   Charter, Breakdown of Expenses                        
 
      e      ..............................   Cover Page, Charter                                   
 
      f      ..............................   Expenses                                              
 
      g      i.............................   Charter                                               
             .                                                                                      
 
             ii............................   *                                                     
             ..                                                                                     
 
5     A      ..............................   Performance                                           
 
6     a      i.............................   Charter                                               
 
             ii...........................    How to Buy Shares; How to Sell Shares;                
                                              Transaction Details; Exchange Restrictions            
 
             iii..........................    Charter                                               
 
      b      .............................    *                                                     
 
      c      ..............................   Transaction Details, Exchange Restrictions            
 
      d      ..............................   *                                                     
 
      e      ..............................   Doing Business with Fidelity; How to Buy Shares;      
                                              How to Sell Shares; Investor Services                 
 
      f, g   ..............................   Dividends, Capital Gains, and Taxes                   
 
7     a      ..............................   Charter; Cover Page                                   
 
      b      ..............................   How to Buy Shares; Transaction Details, Expenses      
 
      c      ..............................   *                                                     
 
      d      ..............................   How to Buy Shares                                     
 
      e      ..............................   *                                                     
 
      f      ..............................   Breakdown of Expenses                                 
 
8            ..............................   How to Sell Shares; Investor Services; Transaction    
                                              Details; Exchange Restrictions                        
 
9            ..............................   *                                                     
 
</TABLE>
 
Not applicable
FIDELITY GOVERNMENT SECURITIES FUND
CROSS REFERENCE SHEET  
(CONTINUED)
FORM N-1A                                                   
 
ITEM NUMBER   STATEMENT OF ADDITIONAL INFORMATION SECTION   
 
 
<TABLE>
<CAPTION>
<S>      <C>     <C>                            <C>                                    
10, 11           ............................   Cover Page                             
 
12               ............................   Description of the Trusts              
 
13       a - c   ............................   Investment Policies and Limitations    
 
         d       ............................   Portfolio Transactions                 
 
14       a - c   ............................   Trustees and Officers                  
 
15       a, b    ............................   *                                      
 
         c       ............................   Trustees and Officers                  
 
16       a i     ............................   FMR, Portfolio Transactions            
 
           ii    ............................   Trustees and Officers                  
 
          iii    ............................   Management Contracts                   
 
         b       ............................   Management Contracts                   
 
         c, d    ............................   Contracts with Companies Affiliated    
                                                with FMR                               
 
         e       ............................   *                                      
 
         f       ............................   Distribution and Service Plans         
 
         g       ............................   *                                      
 
         h       ............................   Description of the Trusts              
 
         i       ............................   Contracts with Companies Affiliated    
                                                with FMR                               
 
17       a       ............................   Portfolio Transactions                 
 
         b       ............................   Portfolio Transactions                 
 
         c       ............................   Portfolio Transactions                 
 
         d, e    ............................   *                                      
 
18       a       ............................   Description of the Trusts              
 
         b       ............................   *                                      
 
19       a       ............................   Additional Purchase and Redemption     
                                                Information                            
 
         b       ............................   Additional Purchase and Redemption     
                                                Information; Valuation of Portfolio    
                                                Securities                             
 
         c       ............................   *                                      
 
20               ............................   Distributions and Taxes                
 
21       a, b    ............................   Contracts with Companies Affiliated    
                                                with FMR                               
 
         c       ............................   *                                      
 
22               ............................   Performance                            
 
23               ............................   Financial Statements                   
 
</TABLE>
 
* Not Applicable
 
Please read this prospectus before investing, and keep it on file for
future reference. It contains important information, including how    each
fund     invests and the services available to shareholders.
   To learn more about the fund and its investments, you can obtain a copy
of the fund's most recent financial report and portfolio listing, or a copy
of the     Statement of Additional Information (SAI) dated November 28,
1994 . The SAI ha   s been filed w    ith the Securities and Exchange
Commission (SEC), and is incorporated herein by reference (is legally
   forms     a part of this prospectus). For a free    copy of either
document, call     Fidelity at 1-800-544-8888.
Mutual fund shares are not deposits or obliga   tions of, or guaranteed by,
any depository institution. Shares are not insured by the FDIC, the Federal
Reserve Board, or any other     agency,    and are subject to investment
risk, including the possible loss of princip    al.
 
LIKE ALL MUTUAL 
FUNDS, THESE 
SECURITIES HAVE NOT 
BEEN APPROVED OR 
DISAPPROVED BY THE 
SECURITIES AND 
EXCHANGE 
COMMISSION OR ANY 
STATE SECURITIES 
COMMISSION, NOR HAS 
THE SECURITIES AND 
EXCHANGE 
COMMISSION OR ANY 
STATE SECURITIES 
COMMISSION PASSED 
UPON THE ACCURACY 
OR ADEQUACY OF THIS 
PROSPECTUS. ANY 
REPRESENTATION TO 
THE CONTRARY IS A 
CRIMINAL OFFENSE.
FSG/GOV-pro-119
4
 
   
FIDELITY 
SHORT-INTERMEDIAT
E GOVERNMENT 
FUND AND FIDELITY 
GOVERNMENT 
SECURITIES FUND
   
   
These funds invest in securities issued or guaranteed by the U.S.
government and its agencies. Both funds seek high current income with
preservation of capital, but they pursue different strategies.
PROSPECTUS
NOVEMBER 28, 1994(FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET, BOSTON, MA
02109
CONTENTS
 
 
 
KEY FACTS                   THE FUNDS AT A GLANCE                 
 
                            WHO MAY WANT TO INVEST                
 
                            EXPENSES Each fund's yearly           
                            operating expenses.                   
 
                            FINANCIAL HIGHLIGHTS A summary        
                            of each fund's financial data.        
 
                            PERFORMANCE How each fund has         
                            done over time.                       
 
THE FUNDS IN DETAIL         CHARTER How each fund is              
                            organized.                            
 
                            INVESTMENT PRINCIPLES AND RISKS       
                            Each fund's overall approach to       
                            investing.                            
 
                            BREAKDOWN OF EXPENSES How             
                            operating costs are calculated and    
                            what they include.                    
 
YOUR ACCOUNT                DOING BUSINESS WITH FIDELITY          
 
                            TYPES OF ACCOUNTS Different           
                            ways to set up your account,          
                            including tax-sheltered retirement    
                            plans.                                
 
                            HOW TO BUY SHARES Opening an          
                            account and making additional         
                            investments.                          
 
                            HOW TO SELL SHARES Taking money       
                            out and closing your account.         
 
                            INVESTOR SERVICES  Services to        
                            help you manage your account.         
 
SHAREHOLDER AND             DIVIDENDS, CAPITAL GAINS, AND         
ACCOUNT POLICIES            TAXES                                 
 
                            TRANSACTION DETAILS Share price       
                            calculations and the timing of        
                            purchases and redemptions.            
 
                            EXCHANGE RESTRICTIONS                 
 
KEY FACTS
 
 
 
THE FUNDS AT A GLANCE
GOAL: High current income with preservation of capital. As with any mutual
fund, there is no assurance that a fund will achieve its goal.
MANAGEMENT: Fidelity Management & Research Company (FMR) is the management
arm of Fidelity Investments, which was established in 1946 and is now
America's largest mutual fund manager.
SHORT-INTERMEDIATE GOVERNMENT
STRATEGY: Invests in securities whose principal and interest payments are
fully guaranteed by the U.S. government while maintaining an average
maturity of two to five years.
SIZE: As of September 30, 199   4    , the fund had over $__ [m/b]illion in
assets.
GOVERNMENT SECURITIES
STRATEGY: Invests principally in securities of any maturity issued or
guaranteed by the U.S. government or its agencies, and whose income is
exempt from state and local income taxes.
 
SIZE: As of September 30, 199   4    , the fund had over $__ [m/b]illion in
assets. 
 
WHO MAY WANT TO INVEST
Either fund may be appropriate for investors who seek high current income
from a portfolio of U.S. government securities. Short-Intermediate
Government Fund is designed for those who want a fund that invests only in
securities that are fully guaranteed by the U.S. government. Government
Securities Fund is a non-diversified fund designed for investors seeking
income that is exempt from state and local income taxes. Because Government
Securities Fund can invest in securities with any maturity, it has the
potential for higher yields, but also carries a higher degree of risk. 
   Each fund is not in itself     a balanced investment plan. The value of
   each     fund'   s     investments and the income they generate
   varies     from day to day, generally reflecting changes in interest
rates, market conditions, and other political and economic news.
   Short-Intermediate Government Fund's investments are also subject to
prepayments, which can lower the fund's yield, particularly in  periods of
declining interest rates.     When you sell your shares, they may be worth
more or less than what you paid for them.
 
THE SPECTRUM OF 
FIDELITY FUNDS 
Broad categories of Fidelity 
funds are presented here in 
order of ascending risk. 
Generally, investors seeking 
to maximize return must 
assume greater risk. The 
funds in this prospectus are 
in the INCOME category. 
(solid bullet) MONEY MARKET Seeks 
income and stability by 
investing in high-quality, 
short-term investments.
(right arrow) INCOME Seeks income by 
investing in bonds. 
(solid bullet) GROWTH AND INCOME 
Seeks long-term growth and 
income by investing in stocks 
and bonds.
(solid bullet) GROWTH Seeks long-term 
growth by investing mainly in 
stocks. 
(checkmark)
EXPENSES 
SHAREHOLDER TRANSACTION EXPENSES are charges you pay when you buy or sell
shares of a fund.
Maximum sales charge on purchases and 
reinvested distributions None
Deferred sales charge on redemptions None
Exchange fee None
ANNUAL FUND OPERATING EXPENSES are paid out of each fund's assets. Each
fund pays a management fee to FMR. It also incurs other expenses for
services such as maintaining shareholder records and furnishing shareholder
statements and    financial     reports. A fund's expenses are factored
into its share price or dividends and are not charged directly to
shareholder accounts (see page    ).    
The following are projections based on historical expenses,  and are
calculated as a percentage of average net assets.
SHORT-INTERMEDIATE GOVERNMENT
Management fee                  %      
 
12b-1 fee                       None   
 
Other expenses                  %      
 
Total fund operating expenses   %      
 
GOVERNMENT SECURITIES
Management fee                  %      
 
12b-1 fee                       None   
 
Other expenses                  %      
 
Total fund operating expenses   %      
 
EXAMPLES: Let's say, hypothetically, that each fund's annual return is 5%
and that its operating expenses are exactly as just described. For every
$1,000 you invested, here's how much you would pay in total expenses if you
close your account after the number of years indicated:
SHORT-INTERMEDIATE GOVERNMENT
After 1 year     $    
 
After 3 years    $    
 
After 5 years    $    
 
After 10 years   $    
 
GOVERNMENT SECURITIES 
After 1 year     $    
 
After 3 years    $    
 
After 5 years    $    
 
After 10 years   $    
 
These examples illustrate the effect of expenses, but are not meant to
suggest actual or expected costs or returns, all of which may vary.
FINANCIAL HIGHLIGHTS
The tables that follow    are included in  each fund's Annual Report and
have been audited b    y Price Waterhouse   LLP     and Coopers &
Lybrand    L.L.P.    , respectively, independent accountants. T   heir
reports on the financial statements and financial highlights are included
in the Annual Reports. The financial statements and financial highlights
are incorporated by reference into (are legally a part of)  the
fund    s   '     Statement of Additional Information.
[Financial Highlights to be filed by subsequent amendment.]
PERFORMANCE
Bond fund performance can be measured as TOTAL RETURN or YIELD. The total
returns and yields that follow are based on historical fund results and do
not reflect the effect of taxes.
 Each fund's fiscal year runs from October 1 through September 30. The
tables below show each fund's performance over past fiscal years compared
to a measure of inflation. The charts on page    7     help you compare the
yields of these funds to those of their competitors. 
SHORT-INTERMEDIATE GOVERNMENT
Fiscal periods ended  Past 1 Life of
September 30, 199   4      year  fundA
Average                    
annual                     
total return               
 
Cumulative                 
total return               
 
Consumer                
Price                   
Index                   
 
GOVERNMENT SECURITIES
Fiscal periods ended Past 1 Past 5 Past 10
September 30, 199   4     year years years
Average                    
annual                     
total return               
 
Cumulative                 
total return               
 
Consumer                  
Price                     
Index                     
 
A FROM SEPTEMBER 13, 1991
 
UNDERSTANDING
PERFORMANCE
Because these funds invest 
in fixed-income securities, 
their performance is related 
to changes in interest rates. 
Funds that hold short-term 
bonds are usually less 
affected by changes in 
interest rates than long-term 
bond funds. For that reason, 
long-term bond funds typically 
offer higher    yields     and carry 
more risk than short-term 
bond funds.
(checkmark)
EXPLANATION OF TERMS
TOTAL RETURN is the change in value of an investment in a fund over a given
period, assuming reinvestment of any dividends and capital gains. A
CUMULATIVE TOTAL RETURN reflects actual performance over a stated period of
time. An AVERAGE ANNUAL TOTAL RETURN is a hypothetical rate of return that,
if achieved annually, would have produced the same cumulative total return
if performance had been constant over the entire period. Average annual
total returns smooth out variations in performance; they are not the same
as actual year-by-year results. 
YIELD refers to the income generated by an investment in a fund over a
given period of time, expressed as an annual percentage rate. Yields are
calculated according to a standard that is required for all stock and bond
funds. Because this differs from other accounting methods, the quoted yield
may not equal the income actually paid to shareholders. 
THE CONSUMER PRICE INDEX is a widely recognized measure of inflation
calculated by the U.S. government.
THE COMPETITIVE FUNDS AVERAGES, which assume reinvestment of distributions,
are published by Lipper Analytical Services, Inc. Short-Intermediate
Government compares its performance to the Lipper Short U.S. Government
Funds Average, and Government Securities compares to the Lipper General
U.S. Government Funds Average. These averages currently reflect the
performance of over ___ and ___ mutual funds with similar objectives,
respectively.
SHORT-INTERMEDIATE GOVERNMENT
30-day yields
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 1, Col: 2, Value: nil
Row: 2, Col: 1, Value: nil
Row: 2, Col: 2, Value: nil
Row: 3, Col: 1, Value: nil
Row: 3, Col: 2, Value: nil
Row: 4, Col: 1, Value: nil
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Row: 5, Col: 1, Value: nil
Row: 5, Col: 2, Value: nil
Row: 6, Col: 1, Value: nil
Row: 6, Col: 2, Value: nil
Row: 7, Col: 1, Value: nil
Row: 7, Col: 2, Value: nil
Row: 8, Col: 1, Value: nil
Row: 8, Col: 2, Value: nil
Row: 9, Col: 1, Value: nil
Row: 9, Col: 2, Value: nil
Row: 10, Col: 1, Value: nil
Row: 10, Col: 2, Value: nil
Row: 11, Col: 1, Value: nil
Row: 11, Col: 2, Value: nil
Row: 12, Col: 1, Value: nil
Row: 12, Col: 2, Value: nil
Row: 13, Col: 1, Value: nil
Row: 13, Col: 2, Value: nil
Row: 14, Col: 1, Value: nil
Row: 14, Col: 2, Value: nil
Row: 15, Col: 1, Value: nil
Row: 15, Col: 2, Value: nil
Row: 16, Col: 1, Value: nil
Row: 16, Col: 2, Value: nil
Row: 17, Col: 1, Value: nil
Row: 17, Col: 2, Value: nil
Row: 18, Col: 1, Value: nil
Row: 18, Col: 2, Value: nil
Row: 19, Col: 1, Value: nil
Row: 19, Col: 2, Value: nil
Row: 20, Col: 1, Value: nil
Row: 20, Col: 2, Value: nil
Row: 21, Col: 1, Value: nil
Row: 21, Col: 2, Value: nil
Row: 22, Col: 1, Value: nil
Row: 22, Col: 2, Value: nil
Row: 23, Col: 1, Value: nil
Row: 23, Col: 2, Value: nil
Row: 24, Col: 1, Value: nil
Row: 24, Col: 2, Value: nil
Row: 25, Col: 1, Value: nil
Row: 25, Col: 2, Value: nil
Row: 26, Col: 1, Value: nil
Row: 26, Col: 2, Value: nil
Row: 27, Col: 1, Value: nil
Row: 27, Col: 2, Value: nil
Row: 28, Col: 1, Value: nil
Row: 28, Col: 2, Value: nil
Row: 29, Col: 1, Value: nil
Row: 29, Col: 2, Value: nil
Row: 30, Col: 1, Value: nil
Row: 30, Col: 2, Value: nil
Row: 31, Col: 1, Value: nil
Row: 31, Col: 2, Value: nil
Row: 32, Col: 1, Value: nil
Row: 32, Col: 2, Value: nil
 Short-Interme
diate 
Government
 Competitive 
funds average
   
   
19__
19__
   
19__
   
GOVERNMENT SECURITIES
30-day yields
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 1, Col: 2, Value: nil
Row: 2, Col: 1, Value: nil
Row: 2, Col: 2, Value: nil
Row: 3, Col: 1, Value: nil
Row: 3, Col: 2, Value: nil
Row: 4, Col: 1, Value: nil
Row: 4, Col: 2, Value: nil
Row: 5, Col: 1, Value: nil
Row: 5, Col: 2, Value: nil
Row: 6, Col: 1, Value: nil
Row: 6, Col: 2, Value: nil
Row: 7, Col: 1, Value: nil
Row: 7, Col: 2, Value: nil
Row: 8, Col: 1, Value: nil
Row: 8, Col: 2, Value: nil
Row: 9, Col: 1, Value: nil
Row: 9, Col: 2, Value: nil
Row: 10, Col: 1, Value: nil
Row: 10, Col: 2, Value: nil
Row: 11, Col: 1, Value: nil
Row: 11, Col: 2, Value: nil
Row: 12, Col: 1, Value: nil
Row: 12, Col: 2, Value: nil
Row: 13, Col: 1, Value: nil
Row: 13, Col: 2, Value: nil
Row: 14, Col: 1, Value: nil
Row: 14, Col: 2, Value: nil
Row: 15, Col: 1, Value: nil
Row: 15, Col: 2, Value: nil
Row: 16, Col: 1, Value: nil
Row: 16, Col: 2, Value: nil
Row: 17, Col: 1, Value: nil
Row: 17, Col: 2, Value: nil
Row: 18, Col: 1, Value: nil
Row: 18, Col: 2, Value: nil
Row: 19, Col: 1, Value: nil
Row: 19, Col: 2, Value: nil
Row: 20, Col: 1, Value: nil
Row: 20, Col: 2, Value: nil
Row: 21, Col: 1, Value: nil
Row: 21, Col: 2, Value: nil
Row: 22, Col: 1, Value: nil
Row: 22, Col: 2, Value: nil
Row: 23, Col: 1, Value: nil
Row: 23, Col: 2, Value: nil
Row: 24, Col: 1, Value: nil
Row: 24, Col: 2, Value: nil
Row: 25, Col: 1, Value: nil
Row: 25, Col: 2, Value: nil
Row: 26, Col: 1, Value: nil
Row: 26, Col: 2, Value: nil
Row: 27, Col: 1, Value: nil
Row: 27, Col: 2, Value: nil
Row: 28, Col: 1, Value: nil
Row: 28, Col: 2, Value: nil
Row: 29, Col: 1, Value: nil
Row: 29, Col: 2, Value: nil
Row: 30, Col: 1, Value: nil
Row: 30, Col: 2, Value: nil
Row: 31, Col: 1, Value: nil
Row: 31, Col: 2, Value: nil
Row: 32, Col: 1, Value: nil
Row: 32, Col: 2, Value: nil
 Government 
Securities
 Competitive 
funds average
19__
19__
19__
THE CHARTS SHOW THE 30-DAY ANNUALIZED NET YIELDS FOR THE FUNDS AND 
THEIR COMPETITIVE FUNDS AVERAGES AS OF THE LAST DAY OF EACH MONTH FROM 
JANUARY 199   2     (MARCH 1992 FOR SHORT-INTERMEDIATE GOVERNMENT FUND)  
THROUGH AUGUST 199   4    . 
The funds' recent strategies, performance, and holdings are detailed twice
a year in financial reports, which are sent to all shareholders. For
current performance or a free annual report, call 1-800-544-8888.
TOTAL RETURNS AND YIELDS ARE BASED ON PAST RESULTS AND ARE NOT AN
INDICATION OF FUTURE PERFORMANCE.
   THE FUNDS IN DETAIL    
 
 
 
CHARTER 
EACH FUND IS A MUTUAL FUND: an investment that pools shareholders' money
and invests it toward a specified goal. In technical terms,
Short-Intermediate Government Fund is currently a diversified fund of
Fidelity Charles Street Trust, an open-end management investment company
organized as a Massachusetts business trust on July 7, 1981. Government
Securities Fund is currently a non-diversified open-end management
investment company organized as a Massachusetts business trust on September
20, 1991. There is a remote possibility that one fund might become liable
for a mistatement in the prospectus about another fund.
EACH FUND IS GOVERNED BY A BOARD OF TRUSTEES, which is responsible for
protecting the interests of shareholders. The trustees are experienced
executives who meet throughout the year to oversee the funds' activities,
review contractual arrangements with companies that provide services to the
funds, and review performance. The majority of trustees are not otherwise
affiliated with Fidelity.
THE FUNDS MAY HOLD SPECIAL MEETINGS AND MAIL PROXY MATERIALS. These
meetings may be called to elect or remove trustees, change fundamental
policies, approve a management contract, or for other purposes.
Shareholders not attending these meetings are encouraged to vote by proxy.
Fidelity will mail proxy materials in advance, including a voting card and
information about the proposals to be voted on.    Shareholders of
Government Securities Fund      are entitled to one vote for each share
   they     own;    however, for shareholders of Short-Intermediate
Government Fund     the number of votes they are entitled to is based upon
the dollar value of t   heir     investment.
FMR AND ITS AFFILIATES 
The funds are managed by FMR, which chooses their investments and handles
their business affairs. 
Curtis Hollingsworth has been manager of Fidelity Short-Intermediate
Government Fund since October 1991 and is the manager and vice-president of
Government Securities Fund, which he has managed since February 1990. Mr.
Hollingsworth also manages Advisor Government Investment, Institutional
Short-Intermediate Government, Spartan Limited Maturity Government Bond,
Spartan Long-Term Government Bond, and Spartan Short-Intermediate
Government. He joined Fidelity in 1983.
   Fidelity Distributors Corporation     (FDC) distributes and markets
Fidelity's funds and services. Fidelity Service Co. (FSC) performs transfer
agent servicing functions for the funds.
   FMR Corp. is the ultimate parent company of FMR. Through ownership of
voting common stock, members of the Edward C. Johnson 3d family form a
controlling group with respect to FMR Corp. Changes may occur in the
Johnson family group, through death or disability, which would result in
changes in each individual family member's holding of stock. Such changes
could result in one or more family members becoming holders of over 25% of
the stock. FMR Corp. has received an opinion of counsel that changes in the
composition of the Johnson family group under these circumstances would not
result in the termination of the funds' management or distribution
contracts and, accordingly, would not require a shareholder vote to
continue operation under those contracts.    
To carry out the funds' transactions, FMR may use its broker-dealer
affiliates and other firms that sell fund shares, provided that a fund
receives services and commission rates comparable to those of other
broker-dealers. 
INVESTMENT PRINCIPLES AND RISKS
SHORT-INTERMEDIATE GOVERNMENT FUND seeks as high a level of current income
as is consistent with preservation of capital. FMR normally invests at
least 65% of the fund's total assets in U.S. government securities whose
principal and interest payments are fully guaranteed by the U.S.
government.
GOVERNMENT SECURITIES FUND seeks as high a level of current income as is
consistent with preservation of principal. FMR normally invests at least
65% of the fund's total assets in U.S. government securities. 
Although both funds invest in U.S. government securities, they focus on
different types of investments. Short- Intermediate Government Fund invests
in securities whose principal and interest payments are fully guaranteed by
the U.S. government    and     in    repurchase agreement     instruments
secured by    these obligations    . Government Securities Fund    invests
in     U.S. government securities and interests in U.S. government
securities whose interest is exempt from state and local taxes, although it
does not consider tax implications when it sells securities.    Both funds
can also use futures contracts and other derivative transactions to adjust
their investment exposure.     
The funds also differ in the maturity of their investments.
Short-Intermediate Government Fund normally maintains a dollar-weighted
average maturity of two to five years, while Government Securities Fund is
free to shift its maturity in response to anticipated changes in interest
rates. These differences provide Short-Intermediate Government Fund with an
added measure of safety, but they also limit its yield potential.
Furthermore, unlike Government Securities Fund, Short-Intermediate
Government Fund does not pursue tax-free income.
Each fund's yield and share price change based on changes in interest
rates,    market conditions, and other political and economic news    . In
general, bond prices rise when interest rates fall, and vice versa. FMR may
use various investment techniques to hedge a fund's risks, but there is no
guarantee that these strategies will work as intended.     It is important
to note that the funds are not guaranteed by the U.S. government.     When
you sell your shares, they may be worth more or less than what you paid for
them.
   FMR normally invests each fund's assets according to its investment
strategy. Each fund also reserves the right to invest without limitation
in        investment-grade money market or short-term debt instruments for
temporary, defensive purposes.    
SECURITIES AND INVESTMENT PRACTICES
The following pages contain more detailed information about types of
instruments in which a fund may invest, and strategies FMR may employ in
pursuit of a fund's investment objective. A summary of risks and
restrictions associated with these instrument types and investment
practices is included as well.    A complete listing of each fund's
policies and limitations and more detailed information about the funds'
investments is contained in the funds' SAI.     Policies and limitations
are considered at the time of purchase; the sale of instruments is not
required in the event of a subsequent change in circumstances. 
FMR may not buy all of these instruments or use all of these techniques to
the full extent permitted unless it believes that doing so will help the
funds achieve their goals.    Current holdings and recent investment
strategies are described in the funds' financial reports which are sent to
shareholders twice a year. For a free SAI or financial report, call
1-800-544-8888.    
DEBT SECURITIES. Bonds and other debt instruments are used by issuers to
borrow money from investors. The issuer pays the investor a fixed or
variable rate of interest, and must repay the amount borrowed at maturity.
Some debt securities, such as zero coupon bonds, do not pay current
interest, but are purchased at a discount from their face values. Debt
securities have varying degrees of quality and varying levels of
sensitivity to changes in interest rates. Longer-term bonds are generally
more sensitive to interest rate changes than short-term bonds.
U.S. GOVERNMENT SECURITIES are high-quality debt securities issued or
guaranteed by the U.S. Treasury or by an agency or instrumentality of the
U.S. government. Not all U.S. government securities are backed by the full
faith and credit of the United States. For example, securities issued by
the Federal Farm Credit Bank or by the Federal National Mortgage
Association are supported by the instrumentality's right to borrow money
from the U.S. Treasury under certain circumstances. However, securities
issued by the Financing Corporation are supported only by the credit of the
entity that issued them.
MORTGAGE SECURITIES may include pools of    commercial or residential    
mortgages, such as collateralized mortgage obligations and stripped
mortgage-backed securities.    Mortgage securities may be issued by the
government or by private entities. For example, Ginnie Maes are interests
in pools of mortgage loans insured or guaranteed by government agencies.
    The value o   f mortgage securities     may be significantly affected
by changes in interest rates.    Also, because their payments consist of
both interest and principal as their underlying mortgages are paid off,
they are subject to prepayment risk. This is especially true for stripped
securities.    
       MONEY MARKET INSTRUMENTS    are high-quality instruments that
present minimal credit risk. They may include U.S. government obligations,
commercial paper and other short-term corporate obligations, and
certificates of deposit, bankers' acceptances, bank deposits, and other
financial institution obligations. These instruments may carry fixed or
variable interest rates.    
STRIPPED SECURITIES are the separate income or principal components of a
debt instrument. These involve risks that are similar to those of other
debt securities, although they may be more volatile.
ADJUSTING INVESTMENT EXPOSURE. A fund can use various techniques to
increase or decrease its exposure to changing security prices, interest
rates, or other factors that affect security values. These techniques may
involve derivative transactions such as buying and selling options and
futures contracts,    entering into swap agreements,     and purchasing
indexed securities.
FMR can use these practices to adjust the risk and return characteristics
of a fund's portfolio of investments. If FMR judges market conditions
incorrectly or employs a strategy that does not correlate well with the
fund's investments, these techniques could result in a loss, regardless of
whether the intent was to reduce risk or increase return. These techniques
may increase the volatility of the fund and may involve a small investment
of cash relative to the magnitude of the risk assumed. In addition, these
techniques could result in a loss if the counterparty to the transaction
does not perform as promised. 
WHEN-ISSUED AND DELAYED-DELIVERY TRANSACTIONS are trading practices in
which payment and delivery for the securities take place at a future date.
The market value of a security could change during this period, which could
affect the a fund's    yield.    
REPURCHASE AGREEMENTS. In a repurchase agreement, a fund buys a security at
one price and simultaneously agrees to sell it back at a higher price.
Delays or losses could result if the other party to the agreement defaults
or becomes insolvent. 
ILLIQUID SECURITIES. Some investments may be determined by FMR, under the
supervision of the Board of Trustees, to be illiquid, which means that they
may be difficult to sell promptly at an acceptable price.  Difficulty in
selling securities may result in a loss or may be costly to a fund. 
RESTRICTIONS: A fund may not purchase a security if, as a result, more than
10% of its assets would be invested in illiquid securities. 
BORROWING. A fund may borrow from banks or from other funds advised by FMR,
or through reverse repurchase agreements. If a fund borrows money, its
share price may be subject to greater fluctuation until the borrowing is
paid off. If the fund makes additional investments while borrowings are
outstanding, this may be considered a form of leverage.
RESTRICTIONS: A fund may borrow only for temporary or emergency purposes,
but not in an amount exceeding 33% of its total assets.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
Some of the policies and restrictions discussed on the preceding pages are
fundamental, that is, subject to change only by shareholder approval. The
following paragraphs restate all those that are fundamental. All policies
stated throughout this prospectus, other than those identified in the
following paragraphs, can be changed without shareholder approval. 
SHORT-INTERMEDIATE GOVERNMENT FUND seeks as high a level of current income
as is consistent with preservation of capital.
GOVERNMENT SECURITIES FUND seeks a high level of current income, consistent
with preservation of principal. The fund invests in securities issued by
the U.S. government or issued by U.S. government agencies or
instrumentalities, and in certain options and futures contracts. The fund
limits its security investments to those U.S. government securities and
interests in U.S. government securities whose interest is exempt from state
and local income tax when held directly by taxpayers.
EACH FUND may borrow for temporary or emergency purposes, but not in an
amount exceeding 33 % of its total assets. 
BREAKDOWN OF EXPENSES 
Like all mutual funds, the funds pay fees related to their daily
operations. Expenses paid out of a fund's assets are reflected in its share
price or dividends; they are neither billed directly to shareholders nor
deducted from shareholder accounts. 
Each fund pays a MANAGEMENT FEE to FMR for managing its investments and
business affairs. Each fund also pays OTHER EXPENSES, which are explained
at right.
FMR may, from time to time, agree to reimburse the funds for management
fees and other expenses above a specified limit. FMR retains the ability to
be repaid by a fund if expenses fall below the specified limit prior to the
end of the fiscal year. Reimbursement arrangements, which may be terminated
at any time without notice, can decrease a fund's expenses and boost its
performance.
MANAGEMENT FEE 
The management fee is calculated and paid to FMR every month. The fee is
calculated by adding a group fee rate to an individual fund fee rate, and
multiplying the result by the fund's average net assets. 
The group fee rate is based on the average net assets of all the mutual
funds advised by FMR. This rate cannot rise above .37%, and it drops as
total assets under management increase.
For September 199   4    , the group fee rate was __%. Each fund's
individual fund fee rate is .30%. Each fund's total management fee rate for
fiscal 1993 was .__%. 
UNDERSTANDING THE
MANAGEMENT FEE
The management fee FMR 
receives is designed to be 
re   sponsive to changes in     
   FMR's total assets under     
   manag    ement. Building    this     
   variable     into the fee 
calculation assures 
shareholders that they will 
pay a lower rate as FMR's 
assets under management 
increase.
(checkmark)
OTHER EXPENSES 
While the management fee is a significant component of the funds' annual
operating costs, the funds have other expenses as well. 
The funds contract with FSC to perform many transaction and accounting
functions. These services include processing shareholder transactions,
valuing each fund's investments, and handling securities loans. In fiscal
199   4    , Short-Intermediate Government and Government Securities paid
FSC fees equal to __% and __%, respectively, of average net assets. 
The funds also pay other expenses, such as legal, audit, and custodian
fees; proxy solicitation costs; and the compensation of trustees who are
not affiliated with Fidelity. 
Each fund has adopted a Distribution and Service Plan. These plans
recognize that FMR may use its resources, including management fees, to pay
expenses associated with the sale of fund shares. This may include payments
to third parties, such as banks or broker-dealers, that provide shareholder
support services or engage in the sale of the fund's shares. It is
important to note, however, that the funds do not pay FMR any separate fees
for this service.
For fiscal 19   94    , the portfolio turnover rates for Short-Intermediate
Government and Government Securities were __% and __%, respectively. These
rates vary from year to year. High turnover rates increase transaction
costs and may increase taxable capital gains. FMR considers these effects
when evaluating the anticipated benefits of short-term investing.
YOUR ACCOUNT
 
 
 
DOING BUSINESS WITH FIDELITY
Fidelity Investments was established in 1946 to manage one of America's
first mutual funds. Today, Fidelity is the largest mutual fund company in
the country, and is known as an innovative provider of high-quality
financial services to individuals and institutions.
In addition to its mutual fund business, the company operates one of
America's leading discount brokerage firms, Fidelity Brokerage Services,
Inc. (FBSI). Fidelity is also a leader in providing tax-sheltered
retirement plans for individuals investing on their own or through their
employer.
Fidelity is committed to providing investors with practical information to
make investment decisions. Based in Boston, Fidelity provides customers
with complete service 24 hours a day, 365 days a year, through a network of
telephone service centers around the country. 
To reach Fidelity for general information, call these numbers:
(small solid bullet) For mutual funds, 1-800-544-8888
(small solid bullet) For brokerage, 1-800-544-7272
If you would prefer to speak with a representative in person, Fidelity has
over __ walk-in Investor Centers across the country.
TYPES OF ACCOUNTS
You may set up an account directly in a fund or, if you own or intend to
purchase individual securities as part of your total investment portfolio,
you may consider investing in a fund through a brokerage account. 
If you are investing through FBSI or another financial institution or
investment professional, refer to its program materials for any special
provisions regarding your investment in the fund.
The different ways to set up (register) your account with Fidelity are
listed at right.
The account guidelines that follow may not apply to certain retirement
accounts.    If your employer offers a fund     through a retirement
program, contact your employer for more information. Otherwise, call
Fidelity directly.
FIDELITY FACTS
Fidelity offers the broadest
selection of mutual funds
in the world.
(solid bullet) Number of Fidelity mutual 
funds: over ___
(solid bullet) Assets in Fidelity mutual 
funds: over $___ billion
(solid bullet) Number of shareholder 
accounts: over __ million
(solid bullet) Number of investment 
analysts and portfolio 
managers: over ___
(checkmark)
WAYS TO SET UP YOUR ACCOUNT
INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS 
Individual accounts are owned by one person. Joint accounts can have two or
more owners (tenants).
RETIREMENT 
TO SHELTER YOUR RETIREMENT SAVINGS FROM TAXES 
 Retirement plans allow individuals to shelter investment income and
capital gains from current taxes. In addition, contributions to these
accounts may be tax deductible. Retirement accounts require special
applications and typically have lower minimums. 
(solid bullet) INDIVIDUAL RETIREMENT ACCOUNTS (IRAS) allow anyone of legal
age and under 70 with earned income to invest up to $2,000 per tax year.
Individuals can also invest in a spouse's IRA if the spouse has earned
income of less than $250.
(solid bullet) ROLLOVER IRAS retain special tax advantages for certain
distributions from employer-sponsored retirement plans. 
(solid bullet) KEOGH OR CORPORATE PROFIT SHARING AND MONEY PURCHASE PENSION
PLANS allow self-employed individuals or small business owners (and their
employees) to make tax-deductible contributions for themselves and any
eligible employees up to $30,000 per year. 
(solid bullet) SIMPLIFIED EMPLOYEE PENSION PLANS (SEP-IRAS) provide small
business owners or those with self-employed income (and their eligible
employees) with many of the same advantages as a Keogh, but with fewer
administrative requirements. 
(solid bullet) 403(B) CUSTODIAL ACCOUNTS are available to employees of most
tax-exempt institutions, including schools, hospitals, and other charitable
organizations. 
(solid bullet) 401(K) PROGRAMS allow employees of corporations of all sizes
to contribute a percentage of their wages on a tax-deferred basis. These
accounts need to be established by the trustee of the plan.
GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA) 
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS 
These custodial accounts provide a way to give money to a child and obtain
tax benefits. An individual can give up to $10,000 a year per child without
paying federal gift tax. Depending on state laws, you can set up a
custodial account under the Uniform Gifts to Minors Act (UGMA) or the
Uniform Transfers to Minors Act (UTMA).
TRUST 
FOR MONEY BEING INVESTED BY A TRUST 
The trust must be established before an account can be opened.
BUSINESS OR ORGANIZATION 
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS, OR OTHER
GROUPS
Requires a special application.
HOW TO BUY SHARES
EACH FUND'S SHARE PRICE, called net asset value (NAV), is calculated every
business day. Each fund's shares are sold without a sales charge.
Shares are purchased at the next share price calculated after your
investment is received and accepted.  Share price is normally calculated at
4 p.m. Eastern time.
IF YOU ARE NEW TO FIDELITY, complete and sign an account application and
mail it along with your check. You may also open your account in person or
by wire as described on page        . If there is no application
accompanying this prospectus, call 1-800-544-8888.
IF YOU ALREADY HAVE MONEY INVESTED IN A FIDELITY FUND, you can:
(small solid bullet) Mail in an application with a check, or
(small solid bullet) Open your account by exchanging from another Fidelity
fund.
IF YOU ARE INVESTING THROUGH A TAX-SHELTERED RETIREMENT PLAN, such as an
IRA, for the first time, you will need a special application. Retirement
investing also involves its own investment procedures. Call 1-800-544-8888
for more information and a retirement application.
If you buy shares by check or Fidelity Money Line(registered trademark),
and then sell those shares by any method other than by exchange to another
Fidelity fund, the payment may be delayed for up to seven    business
    days to ensure that your previous investment has cleared.
MINIMUM INVESTMENTS 
TO OPEN AN ACCOUNT  $2,500
For Fidelity retirement accounts  $500
TO ADD TO AN ACCOUNT  $250
For Fidelity retirement accounts $250
Through automatic investment plans $100
MINIMUM BALANCE $1,000
For Fidelity retirement accounts $500
 
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                                      TO OPEN AN ACCOUNT                            TO ADD TO AN ACCOUNT                          
 
Phone 1-800-544-777 (phone_graphic)   (small solid bullet) Exchange from another    (small solid bullet) Exchange from another    
                                      Fidelity fund account                         Fidelity fund account                         
                                      with the same                                 with the same                                 
                                      registration, including                       registration, including                       
                                      name, address, and                            name, address, and                            
                                      taxpayer ID number.                           taxpayer ID number.                           
                                                                                    (small solid bullet) Use Fidelity Money       
                                                                                    Line to transfer from                         
                                                                                    your bank account. Call                       
                                                                                    before your first use to                      
                                                                                    verify that this service                      
                                                                                    is in place on your                           
                                                                                    account. Maximum                              
                                                                                    Money Line: $50,000.                          
 
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<S>                   <C>                                           <C>                                            
Mail (mail_graphic)   (small solid bullet) Complete and sign the    (small solid bullet) Make your check           
                      application. Make your                        payable to the complete                        
                      check payable to the                          name of the fund.                              
                      complete name of the                          Indicate your fund                             
                      fund of your choice.                          account number on                              
                      Mail to the address                           your check and mail to                         
                      indicated on the                              the address printed on                         
                      application.                                  your account statement.                        
                                                                    (small solid bullet) Exchange by mail: call    
                                                                    1-800-544-6666 for                             
                                                                    instructions.                                  
 
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<S>                        <C>                                            <C>                                           
In Person (hand_graphic)   (small solid bullet) Bring your application    (small solid bullet) Bring your check to a    
                           and check to a Fidelity                        Fidelity Investor Center.                     
                           Investor Center. Call                          Call 1-800-544-9797 for                       
                           1-800-544-9797 for the                         the center nearest you.                       
                           center nearest you.                                                                          
 
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<S>                   <C>                                             <C>                                       
Wire (wire_graphic)   (small solid bullet) Call 1-800-544-7777 to     (small solid bullet) Not available for    
                      set up your account                             retirement accounts.                      
                      and to arrange a wire                           (small solid bullet) Wire to:             
                      transaction. Not                                Bankers Trust                             
                      available for retirement                        Company,                                  
                      accounts.                                       Bank Routing                              
                      (small solid bullet) Wire within 24 hours to:   #021001033,                               
                      Bankers Trust                                   Account #00163053.                        
                      Company,                                        Specify the complete                      
                      Bank Routing                                    name of the fund and                      
                      #021001033,                                     include your account                      
                      Account #00163053.                              number and your                           
                      Specify the complete                            name.                                     
                      name of the fund and                                                                      
                      include your new                                                                          
                      account number and                                                                        
                      your name.                                                                                
 
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<S>                                 <C>                                   <C>                                            
Automatically (automatic_graphic)   (small solid bullet) Not available.   (small solid bullet) Use Fidelity Automatic    
                                                                          Account Builder. Sign                          
                                                                          up for this service                            
                                                                          when opening your                              
                                                                          account, or call                               
                                                                          1-800-544-6666 to add                          
                                                                          it.                                            
 
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<S>                                                                             <C>   <C>   
(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired: 1-800-544-0118               
 
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HOW TO SELL SHARES 
You can arrange to take money out of your fund account at any time by
selling (redeeming) some or all of your shares. Your shares will be sold at
the next share price calculated after your order is received and accepted.
Share price is normally calculated at 4 p.m. Eastern time. 
TO SELL SHARES IN A NON-RETIREMENT ACCOUNT, you may use any of the methods
described on these two pages. 
TO SELL SHARES IN A FIDELITY RETIREMENT ACCOUNT, your request must be made
in writing, except for exchanges to other Fidelity funds, which can be
requested by phone or in writing. Call 1-800-544-6666 for a retirement
distribution form. 
IF YOU ARE SELLING SOME BUT NOT ALL OF YOUR SHARES, leave at least $1,000
worth of shares in the account to keep it open ($500 for retirement
accounts). 
TO SELL SHARES BY BANK WIRE OR FIDELITY MONEY LINE, you will need to sign
up for these services in advance. 
CERTAIN REQUESTS MUST INCLUDE A SIGNATURE GUARANTEE. It is designed to
protect you and Fidelity from fraud. Your request must be made in writing
and include a signature guarantee if any of the following situations apply: 
(small solid bullet) You wish to redeem 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. 
SELLING SHARES IN WRITING 
Write a "letter of instruction" with: 
(small solid bullet) Your name, 
(small solid bullet) The fund's name, 
(small solid bullet) Your fund account number, 
(small solid bullet) The dollar amount or number of shares to be redeemed,
and 
(small solid bullet) Any other applicable requirements listed in the table
at right. 
Unless otherwise instructed, Fidelity will send a check to the record
address. Deliver your letter to a Fidelity Investor Center, or mail it to: 
Fidelity Investments
P.O. Box 660602
Dallas, TX  75266-0602 
CHECKWRITING 
If you have a checkbook for your account, you may write an unlimited number
of checks. Do not, however, try to close out your account by check.
      ACCOUNT TYPE   SPECIAL REQUIREMENTS   
 
 
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Phone 1-800-544-777 (phone_graphic)              All account types     (small solid bullet) Maximum check request:            
                                                 except retirement     $100,000.                                              
                                                                       (small solid bullet) For Money Line transfers to       
                                                 All account types     your bank account; minimum:                            
                                                                          $10    ; maximum: $100,000.                         
                                                                       (small solid bullet) You may exchange to other         
                                                                       Fidelity funds if both                                 
                                                                       accounts are registered with                           
                                                                       the same name(s), address,                             
                                                                       and taxpayer ID number.                                
 
Mail or in Person (mail_graphic)(hand_graphic)   Individual, Joint     (small solid bullet) The letter of instruction must    
                                                 Tenant,               be signed by all persons                               
                                                 Sole Proprietorship   required to sign for                                   
                                                 , UGMA, UTMA          transactions, exactly as their                         
                                                 Retirement account    names appear on the                                    
                                                                       account.                                               
                                                                       (small solid bullet) The account owner should          
                                                 Trust                 complete a retirement                                  
                                                                       distribution form. Call                                
                                                                       1-800-544-6666 to request                              
                                                                       one.                                                   
                                                 Business or           (small solid bullet) The trustee must sign the         
                                                 Organization          letter indicating capacity as                          
                                                                       trustee. If the trustee's name                         
                                                                       is not in the account                                  
                                                                       registration, provide a copy of                        
                                                                       the trust document certified                           
                                                 Executor,             within the last 60 days.                               
                                                 Administrator,        (small solid bullet) At least one person               
                                                 Conservator,          authorized by corporate                                
                                                 Guardian              resolution to act on the                               
                                                                       account must sign the letter.                          
                                                                       (small solid bullet) Include a corporate               
                                                                       resolution with corporate seal                         
                                                                       or a signature guarantee.                              
                                                                       (small solid bullet) Call 1-800-544-6666 for           
                                                                       instructions.                                          
 
Wire (wire_graphic)                              All account types     (small solid bullet) You must sign up for the wire     
                                                 except retirement     feature before using it. To                            
                                                                       verify that it is in place, call                       
                                                                       1-800-544-6666. Minimum                                
                                                                       wire: $5,000.                                          
                                                                       (small solid bullet) Your wire redemption request      
                                                                       must be received by Fidelity                           
                                                                       before 4 p.m. Eastern time                             
                                                                       for money to be wired on the                           
                                                                       next business day.                                     
 
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Check (check_graphic)   All account types    (small solid bullet) Minimum check: $500.            
                        except retirement    (small solid bullet) All account owners must sign    
                                             a signature card to receive a                        
                                             checkbook.                                           
 
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<S>                                                                             <C>   <C>   
(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired: 1-800-544-0118               
 
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INVESTOR SERVICES
Fidelity provides a variety of services to help you manage your account.
INFORMATION SERVICES
FIDELITY'S TELEPHONE REPRESENTATIVES are available 24 hours a day, 365 days
a year. Whenever you call, you can speak with someone equipped to provide
the information or service you need.
24-HOUR SERVICE
ACCOUNT ASSISTANCE
1-800-544-6666
ACCOUNT BALANCES
1-800-544-7544
ACCOUNT TRANSACTIONS
1-800-544-7777
PRODUCT INFORMATION
1-800-544-8888
QUOTES
1-800-544-8544
RETIREMENT ACCOUNT 
ASSISTANCE
1-800-544-4774
 AUTOMATED SERVICE
(checkmark)
STATEMENTS AND REPORTS that Fidelity sends to you include the following:
(small solid bullet) Confirmation statements (after every transaction,
except reinvestments, that affects your account balance or your account
registration)
(small solid bullet) Account statements (quarterly)
(small solid bullet) Financial reports (every six months)
To reduce expenses, only one copy of most financial reports will be mailed
to your household, even if you have more than one account in the fund. Call
1-800-544-6666 if you need copies of financial reports or historical
account information.
TRANSACTION SERVICES 
EXCHANGE PRIVILEGE. You may sell your fund shares and buy shares of other
Fidelity funds by telephone or in writing.
Note that exchanges out of a fund are limited to four per calendar year,
and that they may have tax consequences for you.    For details on
    policies and restrictions governing exchanges, including circumstances
under which a shareholder's exchange privilege may be suspended or revoked,
see page    .    
SYSTEMATIC WITHDRAWAL PLANS let you set up    periodi    c redemptions from
your account.
FIDELITY MONEY LINE(registered trademark) enables you to transfer money by
phone between your bank account and your fund account. Most transfers are
complete within three business days of your call.
REGULAR INVESTMENT PLANS
One easy way to pursue your financial goals is to invest money regularly.
Fidelity offers convenient services that let you transfer money into your
fund account, or between fund accounts, automatically. While regular
investment plans do not guarantee a profit and will not protect you against
loss in a declining market, they can be an excellent way to invest for
retirement, a home, educational expenses, and other long-term financial
goals. Certain restrictions apply for retirement accounts. Call
1-800-544-6666 for more information.
REGULAR INVESTMENT PLANS               
 
FIDELITY AUTOMATIC ACCOUNT BUILDERSM                                  
TO MOVE MONEY FROM YOUR BANK ACCOUNT TO A FIDELITY FUND               
 
 
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<S>       <C>           <C>                                                          
MINIMUM   FREQUENCY     SETTING UP OR CHANGING                                       
$100      Monthly or    (small solid bullet) For a new account, complete the         
          quarterly     appropriate section on the fund                              
                        application.                                                 
                        (small solid bullet) For existing accounts, call             
                        1-800-544-6666 for an application.                           
                        (small solid bullet) To change the amount or frequency of    
                        your investment, call 1-800-544-6666 at                      
                        least three business days prior to your                      
                        next scheduled investment date.                              
 
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DIRECT DEPOSIT                                                                                  
TO SEND ALL OR A PORTION OF YOUR PAYCHECK OR GOVERNMENT CHECK TO A FIDELITY FUNDA               
 
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<S>       <C>          <C>                                                           
MINIMUM   FREQUENCY    SETTING UP OR CHANGING                                        
$100      Every pay    (small solid bullet) Check the appropriate box on the fund    
          period       application, or call 1-800-544-6666 for an                    
                       authorization form.                                           
                       (small solid bullet) Changes require a new authorization      
                       form.                                                         
 
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FIDELITY AUTOMATIC EXCHANGE SERVICE                                                    
TO MOVE MONEY FROM A FIDELITY MONEY MARKET FUND TO ANOTHER FIDELITY FUND               
 
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<CAPTION>
<S>       <C>              <C>                                                             
MINIMUM   FREQUENCY        SETTING UP OR CHANGING                                          
$100      Monthly,         (small solid bullet) To establish, call 1-800-544-6666 after    
          bimonthly,       both accounts are opened.                                       
          quarterly, or    (small solid bullet) To change the amount or frequency of       
          annually         your investment, call 1-800-544-6666.                           
 
</TABLE>
 
A BECAUSE THEIR SHARE PRICES FLUCTUATE, THESE FUNDS MAY NOT BE APPROPRIATE
CHOICES FOR DIRECT DEPOSIT OF YOUR ENTIRE CHECK.
SHAREHOLDER AND ACCOUNT POLICIES
 
 
 
DIVIDENDS, CAPITAL GAINS, AND TAXES 
Each fund distributes substantially all of its net investment income and
capital gains to shareholders each year. Income dividends are declared
daily and paid monthly. Capital gains are normally distributed in November
and December.
DISTRIBUTION OPTIONS 
When you open an account, specify on your application how you want to
receive your distributions. If the option you prefer is not listed on the
application, call 1-800-544-6666 for instructions. Each fund offers four
options: 
1. REINVESTMENT OPTION. Your dividend and capital gain distributions will
be automatically reinvested in additional shares of the fund. If you do not
indicate a choice on your application, you will be assigned this option. 
2. INCOME-EARNED OPTION. Your capital gain distributions will be
automatically reinvested, but you will be sent a check for each dividend
distribution.
3. CASH OPTION. You will be sent a check for your dividend and capital gain
distributions. 
4. DIRECTED DIVIDENDS(registered trademark) OPTION. Your dividend and
capital gain distributions will be automatically invested in another
identically registered Fidelity fund.
FOR RETIREMENT ACCOUNTS, all distributions are automatically reinvested.
When you are over 59 years old, you can receive distributions in cash. 
Dividends will be reinvested at the fund's NAV on the last day of the
month. Capital gain distributions will be reinvested at the NAV as of the
date the fund deducts the distribution from its NAV. The mailing of
distribution checks will begin within seven days.
UNDERSTANDING
DISTRIBUTIONS
As a fund shareholder, you 
are entitled to your share of 
the fund's net income and 
gains on its investments. The 
fund passes its earnings 
along to its investors as 
DISTRIBUTIONS.
Each fund earns interest from 
its investments. These are 
passed along as DIVIDEND 
DISTRIBUTIONS. The fund may 
realize capital gains if it sells 
securities for a higher price 
than it paid for them. These 
are passed along as CAPITAL 
GAIN DISTRIBUTIONS.
(checkmark)
TAXES 
As with any investment, you should consider how your investment in a fund
will be taxed. If your account is not a tax-deferred retirement account,
   you should     be aware of these tax implications. 
TAXES ON DISTRIBUTIONS. Distributions are subject to federal income tax,
and may also be subject to state or local taxes. If you live outside the
United States, your distributions could also be taxed by the country in
which you reside. Your distributions are taxable when they are paid,
whether you take them in cash or reinvest them. However, distributions
declared in December and paid in January are taxable as if they were paid
on December 31. 
For federal tax purposes, each fund's income and short-term capital gain
distributions are taxed as dividends; long-term capital gain distributions
are taxed as long-term capital gains. Every January, Fidelity will send you
and the IRS a statement showing the taxable distributions paid to you in
the previous year.
Mutual fund dividends from U.S. government securities are generally free
from state and local income taxes. However,    particular states may limit
this benefit, and some types of securities, such as repurchase agreements
and some agency-backed securities, may not qualify for the benefit.     In
addition, some states may impose intangible property taxes. You should
consult your own tax adviser for details and up-to-date information on the
tax laws in your state.
During fiscal 199   4    , 100% of Government Securities Fund's and __% of
Short-Intermediate Government Fund's income distributions were from U.S.
government securities.
TAXES ON TRANSACTIONS. Your redemptions - including exchanges to other
Fidelity funds - are subject to capital gains tax. A capital gain or loss
is the difference between the cost of your shares and the price you receive
when you sell them. 
Whenever you sell shares of a fund, Fidelity will send you a confirmation
statement showing how many shares you sold and at what price. You will also
receive a consolidated transaction statement every January. However, it is
up to you or your tax preparer to determine whether this sale resulted in a
capital gain and, if so, the amount of tax to be paid. Be sure to keep your
regular account statements; the information they contain will be essential
in calculating the amount of your capital gains. 
"BUYING A DIVIDEND." If you buy shares just before a fund deducts a capital
gain distribution from its NAV, you will pay the full price for the shares
and then receive a portion of the price back in the form of a taxable
distribution.
There are tax requirements that all funds must follow in order to avoid
federal taxation. In its effort to adhere to these requirements, a fund may
have to limit its investment activity in some types of instruments.
TRANSACTION DETAILS 
THE FUNDS ARE OPEN FOR BUSINESS each day the New York Stock Exchange (NYSE)
is open. Fidelity normally calculates each fund's NAV as of the close of
business of the NYSE, normally 4 p.m. Eastern time. 
EACH FUND'S NAV is the value of a single share. The NAV is computed by
adding the value of the fund's investments, cash, and other assets,
subtracting its liabilities, and then dividing the result by the number of
shares outstanding. 
Each fund's assets are valued primarily on the basis of market quotations.
If quotations are not readily available   , or if  the values have been
materially affected by events occurring after the closing of a foreign
market,     assets are valued by a method that the Board of Trustees
believes accurately reflects fair value.
EACH FUND'S OFFERING PRICE (price to buy one share) and REDEMPTION PRICE
(price to sell one share) are its NAV. 
WHEN YOU SIGN YOUR ACCOUNT APPLICATION, you will be asked to certify that
your Social Security or taxpayer identification number is correct and that
you are not subject to 31% backup withholding for failing to report income
to the IRS. If you violate IRS regulations, the IRS can require a fund to
withhold 31% of your taxable distributions and redemptions. 
YOU MAY INITIATE MANY TRANSACTIONS BY TELEPHONE. Note that Fidelity will
not be responsible for any losses resulting from unauthorized transactions
if it follows reasonable procedures designed to verify the identity of the
caller. Fidelity will request personalized security codes or other
information, and may also record calls. You should verify the accuracy of
your confirmation statements immediately after you receive them. If you do
not want the ability to redeem and exchange by telephone, call Fidelity for
instructions.
IF YOU ARE UNABLE TO REACH FIDELITY BY PHONE (for example, during periods
of unusual market activity), consider placing your order by mail or by
visiting a Fidelity Investor Center. 
EACH FUND RESERVES THE RIGHT TO SUSPEND THE OFFERING OF SHARES for a period
of time. Each fund also reserves the right to reject any specific purchase
order, including certain purchases by exchange. See "Exchange Restrictions"
on page    .     Purchase orders may be refused if, in FMR's opinion, they
would disrupt management of a fund. 
WHEN YOU PLACE AN ORDER TO BUY SHARES, your order will be processed at the
next offering price calculated after your order is received and accepted.
Note the following: 
(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) Each fund 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
cancelled and you could be liable for any losses or fees a fund or its
transfer agent has incurred. 
(small solid bullet) You begin to earn dividends as of the first business
day following the day of your purchase.
TO AVOID THE COLLECTION PERIOD associated with check and Money Line
purchases, consider buying shares by bank wire, U.S. Postal money order,
U.S. Treasury check, Federal Reserve check, or direct deposit instead. 
YOU MAY BUY OR SELL SHARES OF THE FUNDS THROUGH A BROKER, who may charge
you a fee for this service. If you invest through a broker or other
institution, read its program materials for any additional service features
or fees that may apply. 
CERTAIN FINANCIAL INSTITUTIONS that have entered into sales agreements with
FDC may enter confirmed purchase orders on behalf of customers by phone,
with payment to follow no later than the time when a fund is priced on the
following business day. If payment is not received by that time, the
financial institution could be held liable for resulting fees or losses.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at the
next NAV calculated after your request is received and accepted. Note the
following: 
(small solid bullet) Normally, redemption proceeds will be mailed to you on
the next business day, but if making immediate payment could adversely
affect a fund, it may take up to seven days to pay you. 
(small solid bullet) Shares will earn dividends through the date of
redemption; however, shares redeemed on a Friday or prior to a holiday will
continue to earn dividends until the next business day.
(small solid bullet) Fidelity Money Line redemptions generally will be
credited to your bank account on the second or third business day after
your phone call.
(small solid bullet) Each fund may hold payment on redemptions until it is
reasonably satisfied that investments made by check or Fidelity Money Line
have been collected, which can take up to seven    business     days.
(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) If you sell shares by writing a check and the amount
of the check is greater than the value of your account, your check will be
returned to you and you may be subject to additional charges.
IF YOUR ACCOUNT BALANCE FALLS BELOW $1,000, you will be given 30 days'
notice to reestablish the minimum balance. If you do not increase your
balance, Fidelity reserves the right to close your account and send the
proceeds to you. Your shares will be redeemed at the NAV on the day your
account is closed. 
FIDELITY MAY CHARGE A FEE FOR SPECIAL SERVICES, such as providing
historical account documents, that are beyond the normal scope of its
services. 
FDC may, at its own expense, provide promotional incentives to qualified
recipients who support the sale of shares of the funds without
reimbursement from the funds. Qualified recipients are securities dealers
who have sold fund shares or others, including banks and other financial
institutions, under special arrangements in connection with FDC's sales
activities. In some instances, these incentives may be offered only to
certain institutions whose representatives provide services in connection
with the sale or expected sale of significant amounts of shares.
EXCHANGE RESTRICTIONS
As a shareholder, you have the privilege of exchanging shares of    a
    fund for shares of other Fidelity funds. However, you should note the
following:
(small solid bullet) The fund you are exchanging into must be registered
for sale in your state.
(small solid bullet) You may only exchange 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) If you exchange into a fund with a sales charge, you
pay the percentage-point difference between that fund's sales charge and
any sales charge you have previously paid in connection with the shares you
are exchanging. For example, if you had already paid a sales charge of 2%
on your shares and you exchange them into a fund with a 3% sales charge,
you would pay an additional 1% sales charge.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) Because excessive trading can hurt fund performance
and shareholders, each fund reserves the right to temporarily or
permanently terminate the exchange privilege of any investor who makes more
than four exchanges out of the fund per calendar year. Accounts under
common ownership or control, including accounts with the same taxpayer
identification number, will be counted together for purposes of the four
exchange limit.
(small solid bullet) The exchange limit may be modified for accounts in
certain institutional retirement plans to conform to plan exchange limits
and Department of Labor regulations. See your plan materials for further
information.
(small solid bullet) Each fund reserves the right to refuse exchange
purchases by any person or group if, in FMR's judgment, the fund would be
unable to invest the money effectively in accordance with its investment
objective and policies, or would otherwise potentially be adversely
affected.
(small solid bullet) Your exchanges may be restricted or refused if a fund
receives or anticipates simultaneous orders affecting significant portions
of the fund's assets. In particular, a pattern of exchanges that coincide
with a "market timing" strategy may be disruptive to a fund.
Although the funds will attempt to give you prior notice whenever they are
reasonably able to do so, they may impose these restrictions at any time.
The funds reserve the right to terminate or modify the exchange privilege
in the future. 
OTHER FUNDS MAY HAVE DIFFERENT EXCHANGE RESTRICTIONS, and may impose
administrative fees of up to $7.50 and redemption fees of up to 1.50% on
exchanges. Check each fund's prospectus for details.
 
 
From Filler pages
FIDELITY SHORT-INTERMEDIATE GOVERNMENT FUND
A PORTFOLIO OF FIDELITY CHARLES STREET TRUST
FIDELITY GOVERNMENT SECURITIES FUND
STATEMENT OF ADDITIONAL INFORMATION
NOVEMBER    28, 1994    
This Statement is not a prospectus but should be read in conjunction with
the funds' current Prospectus (dated November    28    , 1994).  Please
retain this document for future reference.  The funds' f   inancial
statements and financial highlights, included in the     Annual Reports,
for the fiscal year ended September 30, 199   4     are incorporated herein
by reference.  To obtain additional copies of the Prospectus or the Annual
Reports, please call Fidelity Distributors Corporation at 1-800-544-8888.
TABLE OF CONTENTS                                PAGE   
 
                                                        
 
Investment Policies and Limitations                     
 
Portfolio Transactions                                  
 
Valuation of Portfolio Securities                       
 
Performance                                             
 
Additional Purchase and Redemption Information          
 
Distributions and Taxes                                 
 
FMR                                                     
 
Trustees and Officers                                   
 
Management Contracts                                    
 
Distribution and Service Plans                          
 
Contracts With Companies Affiliated With FMR            
 
Description of the Trusts                               
 
Financial Statements                                    
 
Appendix                                                
 
Investment Adviser
Fidelity Management & Research Company (FMR)
Distributor
Fidelity Distributors Corporation (FDC)
Transfer Agent
Fidelity Service Co. (FSC)
 FSG/GOV-ptB-119   4    
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.
Each fund's fundamental investment policies and limitations cannot be
changed without approval by a "majority of the outstanding voting
securities" (as defined in the Investment Company Act of 1940) of the fund. 
However, except for the fundamental investment limitations set forth below,
the investment policies and limitations described in this Statement of
Additional Information are not fundamental and may be changed without
shareholder approval.
INVESTMENT LIMITATIONS OF FIDELITY SHORT-INTERMEDIATE GOVERNMENT FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY.  THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the securities
of any issuer (other than securities issued or guaranteed by the U.S.
government, or any of its agencies or instrumentalities) if, as a result
thereof, (a) more than 5% of the fund's total assets would be invested in
the securities of that issuer, or (b) the fund would hold more than 10% of
the outstanding voting securities of that issuer;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(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) 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;
(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 (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
(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 limit
does not apply to purchases of debt securities or to repurchase
agreements).
   (9) The fund may, not withstanding 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 objectives, policies, and limitations as the fund.    
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(ii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (3)).  The fund will not
purchase any security while borrowings representing more than 5% of its
total assets are outstanding.  The fund will not borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.
(iv) The fund does not currently intend to purchase any security if, as a
result, more than 10% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the prices
at which they are valued.
(v) The fund does not currently intend to invest in    interests in    
real estate investment trusts that are not readily marketable, or to invest
in    interests in     real estate limited partnerships that are not listed
on the New York Stock Exchange or the American Stock Exchange or traded on
the NASDAQ National Market System.
(vi) The fund does not currently intend to lend assets other than
securities to other parties, except by lending money (up to 7.5% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser.  (This limitation
does not apply to purchases of debt securities or to repurchase
agreements.)
(vii) The fund does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies.  Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.
(viii) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation.
(ix) The fund does not currently intend to purchase warrants, valued at the
lower of cost or market, in excess of 5% of the fund's net assets. 
Included in that amount, but not to exceed 2% of the fund's net assets, may
be warrants that are not listed on the New York Stock Exchange or the
American Stock Exchange.  Warrants acquired by the fund in units or
attached to securities are not subject to these restrictions.
(x) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
   (xi) 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 objectives, policies, and
limitations as the fund.    
For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions"
beginning on page 7.
INVESTMENT LIMITATIONS OF FIDELITY GOVERNMENT SECURITIES FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY.  THE FUND MAY NOT:
(1) issue senior securities;
(2) make short sales of securities; provided, however, that the fund may
purchase or sell futures contracts, and may make initial and variation
margin payments in connection with purchases or sales of futures contracts
or of options on futures contracts;
(3) purchase any securities on margin except for such short-term credits as
are necessary for the clearance of transactions; provided, however, that
the fund may purchase or sell futures contracts, and may make initial and
variation margin payments in connection with purchases or sales of futures
contracts or of options on futures contracts;
(4) 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 (including the amount
borrowed) less liabilities (other than borrowings).  Any borrowings that
come to exceed 33 1/3% of the fund's total assets by reason of decline in
net assets will be reduced within 3 days to the extent necessary to comply
with the 33 1/3% limitation;
(5) underwrite any issue of securities, except to the extent that the fund
may be deemed to be an underwriter within the meaning of the Securities Act
of 1933 (i) in the disposition of restricted securities or (ii) in
connection with the purchase of government securities directly from the
issuer in accordance with the fund's investment objective, policies, and
limitations;
(6) purchase the securities of any issuer (other than obligations issued or
guaranteed as to principal and interest by the government of the United
States or its agencies or instrumentalities, or commitments to acquire such
securities on a "when-issued" basis) if, as a result thereof, more than 25%
of the fund's total assets (taken at current value) would be invested in
the securities of one or more issuers having their principal business
activities in the same industry;
(7) purchase or sell real estate, but this shall not prevent the fund from
investing in marketable securities issued by companies such as real estate
investment trusts which deal in real estate or interests therein;
(8) 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);
(9) 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;
(10) purchase securities of other investment companies except in the open
market where no commission except the ordinary broker's commission is paid,
or as a part of a merger or consolidation, and in no event may investments
in such securities exceed 10% of the total assets of the fund.  It may not
purchase or retain securities issued by other open-end investment
companies;
(11) purchase warrants, valued at the lower of cost or market, in excess of
5% of the value of the fund's net assets;
(12) invest in oil, gas or other mineral exploration or development
programs;
(13) invest in companies for the purpose of exercising control or
management.
Investment Limitation (4) is construed in conformity with the 1940 Act,
and, accordingly "3 days" means three days, exclusive of Sundays and
holidays.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
(i) To meet federal tax requirements for qualification as a "regulated
investment company," the fund limits its investments so that at the close
of each quarter of its taxable year:  (a) with regard to at least 50% of
total assets, no more than 5% of total assets are invested in the
securities of a single issuer, and (b) no more than 25% of total assets are
invested in the securities of a single issuer.  Limitations (a) and (b) do
not apply to "Government securities" as defined for federal tax purposes.
(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 (4)).  The fund will not
purchase any security while borrowings representing more than 5% of its
total assets are outstanding.  The fund will not borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.
(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 purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation.
(vi) The fund does not currently intend to purchase the securities of any
issuer if those officers and Trustees of the Trust and those officers and
directors of FMR who individually own more than 1/2 of 1% of the securities
of such issuer together own more than 5% of such issuer's securities.
For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions"
beginning on page 7.
It is Government Securities Fund's position that proprietary strips, such
as CATS and TIGRs, are government securities.  However, the fund has been
advised that the Staff of the SEC's Division of Investment Management does
not consider these to be government securities, as defined under the
Investment Company Act of 1940.  Accordingly, for purposes of Government
Securities Fund's  investment limitation (6), the fund has defined the
following two industry groups:  (1) Custodian banks for proprietary strips
that are direct obligations backed by the full faith and credit of the U.S.
government; and (2) Custodian banks for proprietary strips that are
indirect obligations, not backed by the full faith and credit of the U.S.
government.  The fund will continue its efforts to secure a favorable
opinion from the SEC Staff that proprietary strips are government
securities.  If the fund concludes that, under applicable legal principles,
any of these securities are government securities, it will exclude these
securities from Government Securities Fund's  investment limitations (6). 
Proprietary strips are considered government securities for the purposes of
Government Securities Fund's investment limitation (i) above.
INVESTMENT POLICIES OF FIDELITY SHORT-INTERMEDIATE GOVERNMENT FUND ONLY:
SECURITIES LENDING.  The fund may lend securities to parties such as
broker-dealers or institutional investors, including Fidelity Brokerage
Services, Inc. (FBSI).  FBSI is a member of the New York Stock Exchange and
a subsidiary of FMR Corp.
Securities lending allows the fund to retain ownership of the securities
loaned and, at the same time, to earn additional income.  Since there may
be delays in the recovery of loaned securities, or even a loss of rights in
collateral supplied should the borrower fail financially, loans will be
made only to parties deemed by FMR to be of good standing.  Furthermore,
they will only be made if, in FMR's judgment, the consideration to be
earned from such loans would justify the risk.
FMR understands that it is the current view of the SEC Staff that the fund
may engage in loan transactions only under the following conditions: (1)
the fund must receive 100% collateral in the form of cash or cash
equivalents (e.g., U.S. Treasury bills or notes) from the borrower; (2) the
borrower must increase the collateral whenever the market value of the
securities loaned (determined on a daily basis) rises above the value of
the collateral; (3) after giving notice, the fund must be able to terminate
the loan at any time; (4) the fund must receive reasonable interest on the
loan or a flat fee from the borrower, as well as amounts equivalent to any
dividends, interest, or other distributions on the securities loaned and to
any increase in market value; (5) the fund may pay only reasonable
custodian fees in connection with the loan; and (6) the Board of Trustees
must be able to vote proxies on the securities loaned, either by
terminating the loan or by entering into an alternative arrangement with
the borrower. 
Cash received through loan  transactions may be invested in any security in
which the fund is authorized to invest.  Investing this cash subjects that
investment, as well as the security loaned, to market forces (i.e., capital
appreciation or depreciation).
MORTGAGE-BACKED SECURITIES.  The fund may purchase mortgage-backed
securities issued by government and non-government entities, such as banks,
mortgage lenders, or other financial institutions.  A mortgage-backed
security may be an obligation of the issuer backed by a mortgage or pool of
mortgages or a direct interest in an underlying pool of mortgages.  Some
mortgage-backed securities, such as collateralized mortgage obligations or
CMOs, make payments of both principal and interest at a variety of
intervals; others make semiannual interest payments at a predetermined rate
and repay principal at maturity (like a typical bond).  Mortgage-backed
securities are based on different types of mortgages including those on
commercial real estate or residential properties.  Other types of
mortgage-backed securities will likely be developed in the future, and the
fund may invest in them if FMR determines they are consistent with the
fund's investment objective and policies.
The value of mortgage-backed securities may change due to shifts in the
market's perception of issuers.  In addition, regulatory or tax changes may
adversely affect the mortgage securities market as a whole.  Non-government
mortgage-backed securities may offer higher yields than those issued by
government entities, but also may be subject to greater price changes than
government issues.  Mortgage-backed securities are subject to prepayment
risk.  Prepayment, which occurs when unscheduled or early payments are made
on the underlying mortgages, may shorten the effective maturities of these
securities and may lower their total returns.
INVESTMENT POLICIES OF FIDELITY SHORT-INTERMEDIATE GOVERNMENT FUND AND
FIDELITY GOVERNMENT SECURITIES FUND:
   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 Investment Company Act of 1940. These
transactions may include 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, the Board of Trustees has established and
periodically reviews procedures applicable to transactions involving
affiliated financial institutions.    
DELAYED-DELIVERY TRANSACTIONS.  Each fund may buy and sell securities on a
delayed-delivery or when-issued basis.  These transactions involve a
commitment by a fund to purchase or sell specific securities at a
predetermined price or yield, with payment and delivery taking place after
the customary settlement period for that type of security (and more than
seven days in the future).  Typically, no interest accrues to the purchaser
until the security is delivered.  Each fund may receive fees for entering
into delayed-delivery transactions.
When purchasing securities on a delayed-delivery basis, a fund assumes the
rights and risks of ownership, including the risk of price and yield
fluctuations.  Because the fund is not required to pay for securities until
the delivery date, these risks are in addition to the risks associated with
the fund's other investments.  If a fund remains substantially fully
invested at a time when delayed-delivery purchases are outstanding, the
delayed-delivery purchases may result in a form of leverage.  When
delayed-delivery purchases are outstanding, the fund will set aside
appropriate liquid assets in a segregated custodial account to cover its
purchase obligations.  When a fund has sold a security on a
delayed-delivery basis, the fund does not participate in further gains or
losses with respect to the security.  If the other party to a
delayed-delivery transaction fails to deliver or pay for the securities,
the fund could miss a favorable price or yield opportunity, or could suffer
a loss.
Each fund may renegotiate delayed-delivery transactions after they are
entered into, and may sell underlying securities before they are delivered,
which may result in capital gains or losses.
 INTERFUND BORROWING PROGRAM.  The funds have received permission from the
SEC to lend money to and borrow money from other funds advised by FMR or
its affiliates, but they will participate in the interfund borrowing
program only as borrowers. Interfund loans normally will extend overnight,
but can have a maximum duration of seven days.  Both funds will borrow
through the program only when the costs are equal to or lower than the cost
of bank loans.  The funds will not borrow through the program if, after
doing so, total outstanding borrowings would exceed 15% of total assets. 
Loans may be called on one day's notice, and the funds may have to borrow
from a bank at a higher interest rate if an interfund loan is called or not
renewed.
ILLIQUID INVESTMENTS are investments that cannot be sold or disposed of in
the ordinary course of business at approximately the prices at  which they
are valued.  Under the supervision of the Board of Trustees, FMR determines
the liquidity of a fund's investments and, through reports from FMR, the
Board monitors investments in illiquid instruments.  In determining the
liquidity of  a fund's investments, FMR may consider various factors,
including (1) the frequency of trades and quotations, (2) the number of
dealers and prospective purchasers in the marketplace, (3) dealer
undertakings to make a market, (4) the nature of the security (including
any demand or tender features), and (5) the nature of the marketplace for
trades (including the ability to assign or offset the fund's rights and
obligations relating to the investment). 
Investments currently considered by Short-Intermediate Government Fund to
be illiquid include repurchase agreements not entitling the holder to
payment of principal and interest within seven days, non-government
stripped fixed-rate mortgage backed securities, and over-the-counter
options.  Also, FMR may determine some government-stripped fixed-rate
mortgage-backed securities to be illiquid. Investments currently considered
by Government Securities Fund to be illiquid include    repurchase
agreements not entitling the holder to payment of principal and interest
within seven days and     over-the-counter options.  However, with respect
to over-the-counter options a fund writes, all or a portion of the value of
the underlying instrument may be illiquid depending on the assets held to
cover the option and the nature and terms of any agreement the fund may
have to close out the option before expiration.  In the absence of market
quotations, illiquid investments are priced at fair value as determined in
good faith by a committee appointed by the Board of Trustees.  If through a
change in values, net assets, or other circumstances, a fund were in a
position where more than 10% of its net assets were invested in illiquid
securities, it would seek to take appropriate steps to protect liquidity.
REPURCHASE AGREEMENTS.  In a repurchase agreement, the fund purchases a
security and simultaneously commits to resell that security to the seller
at an agreed-upon price on an agreed-upon date within a number of days from
the date of purchase.  The resale price reflects the purchase price plus an
agreed-upon incremental amount which is unrelated to the coupon rate or
maturity of the purchased security.  A repurchase agreement involves the
obligation of the seller to pay the agreed-upon price, which obligation is
in effect secured by the value (at least equal to the amount of the
agreed-upon resale price and marked to market daily) of the underlying
security.  The fund may engage in repurchase agreements with respect to any
security in which it is authorized to invest.  While it does not presently
appear possible to eliminate all risks from these transactions
(particularly the possibility of a decline in the market value of the
underlying securities, as well as delays and costs to the fund in
connection with bankruptcy proceedings), it is the fund's current policy to
limit repurchase agreement transactions to those parties whose
creditworthiness has been reviewed and found satisfactory by FMR.
REVERSE REPURCHASE AGREEMENTS.  In a reverse repurchase agreement, a fund
sells a portfolio instrument to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase the instrument
at a particular price and time.  While a reverse repurchase agreement is
outstanding, a fund will maintain appropriate liquid assets in a segregated
custodial account to cover its obligation under the agreement.  Each fund
will enter into reverse repurchase agreements only with parties whose
creditworthiness has been found satisfactory by FMR.  Such transactions may
increase fluctuations in the market value of the fund's assets and may be
viewed as a form of leverage.
VARIABLE OR FLOATING RATE OBLIGATIONS  bear variable or floating interest
rates and carry rights that permit holders to demand payment of the unpaid
principal balance plus accrued interest from the issuers or certain
financial intermediaries. Floating rate instruments have interest rates
that change whenever there is a change in a designated base rate while
variable rate instruments provide for a specified periodic adjustment in
the interest rate. These formulas are designed to result in a market value
for the instrument that approximates its par value.
   SWAP AGREEMENTS.  Swap agreements can be individually negotiated and
structured to include exposure to a variety of different types of
investments or market factors.  Depending on their structure, swap
agreements may increase or decrease a fund's exposure to long- or
short-term interest rates, mortgage securities, corporate borrowing rates,
or other factors such as security prices or inflation rates.  Swap
agreements can take many different forms and are known by a variety of
names.  A fund is not limited to any particular form of swap agreement if
FMR determines it is consistent with the fund's investment objective and
policies.    
   In a typical cap or floor agreement, one party agrees to make payments
only under specified circumstances, usually in return for payment of a fee
by the other party.  For example, the buyer of an interest rate cap obtains
the right to receive payments to the extent that a specified interest rate
exceeds an agreed-upon level, while the seller of an interest rate floor is
obligated to make payments to the extent that a specified interest rate
falls below an agreed-upon level.  An interest rate collar combines
elements of buying a cap and selling a floor.    
   Swap agreements will tend to shift a fund's investment exposure from one
type of investment to another.  For example, if the agreed to pay fixed
rates in exchange for floating rates while holding fixed-rate bonds, the
swap would tend to decrease the fund's exposure to long-term interest
rates. Caps and floors have an effect similar to buying or writing options. 
Depending on how they are used, swap agreements may increase or decrease
the overall volatility of a fund's investments and its share price and
yield.    
   The most significant factor in the performance of swap agreements is the
change in the specific interest rate, or other factors that determine the
amounts of payments due to and from a fund.  If a swap agreement calls for
payments by the fund, the fund must be prepared to make such payments when
due.  In addition, if the counterparty's creditworthiness declined, the
value of a swap agreement would be likely to decline, potentially resulting
in losses.  Each fund expects to be able to eliminate its exposure under
swap agreements either by assignment or other disposition, or by entering
into an offsetting swap agreement with the same party or a similarly
creditworthy party.    
   Each fund will maintain appropriate liquid assets in a segregated
custodial account to cover its current obligations under swap agreements. 
If a fund enters into a swap agreement on a net basis, it will segregate
assets with a daily value at least equal to the excess, if any, of the
fund's accrued obligations under the swap agreement over the accrued amount
the fund is entitled to receive under the agreement.  If a fund enters into
a swap agreement on other than a net basis, it will segregate assets with a
value equal to the full amount of the fund's accrued obligations under the
agreement.    
 INDEXED SECURITIES.  Each fund may purchase securities whose prices are
indexed to the prices of other securities, securities indices, or other
financial indicators.  Indexed securities typically, but not always, are
debt securities or deposits whose value at maturity or coupon rate is
determined by reference to a specific instrument or statistic.  A mortgage
indexed security, for example, could be synthesized to replicate the
performance of mortgage securities and the characteristics of direct
ownership.
     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.  At the same time,
indexed securities are subject to the credit risks associated with the
issuer of the security, and their values may decline substantially if the
issuer's creditworthiness deteriorates.  Indexed securities may be more
volatile than the underlying instruments.
   ZERO COUPON BONDS.  Zero coupon bonds do not make interest payments;
instead, they are sold at a deep discount from their face value and are
redeemed at face value when they mature.  Because zero coupon bonds do not
pay current income, their prices can be very volatile when interest rates
change.  In calculating its daily dividend, the fund takes into account as
income a portion of the difference between a zero coupon bond's purchase
price and its face value.
A broker-dealer creates a derivative zero by separating the interest and
principal components of a U.S. Treasury security and selling them as two
individual securities.  CATS (Certificates of Accrual on Treasury
Securities), TIGRs (Treasury Investment Growth Receipts), and TRs (Treasury
Receipts) are examples of derivative zeros.  The fund has been advised that
the staff of the Division of Investment Management of the Securities and
Exchange Commission does not consider these instruments U.S. government
securities as defined by the Investment Company Act of 1940.  Therefore,
the fund will not treat these obligations as U.S. government securities for
purposes of the 65% portfolio composition test.
The Federal Reserve Bank creates STRIPS (Separate Trading of Registered
Interest and Principal of Securities) by separating the interest and
principal components of an outstanding U.S. Treasury bond and selling them
as individual securities.  Bonds issued by the Resolution Funding
Corporation and the Financing Corporation can also be separated in this
fashion.  Original issue zeros are zero coupon securities originally issued
by the U.S. government, a government agency, or a corporation in zero
coupon form.
 STRIPPED MORTGAGE-BACKED SECURITIES are created when a U.S. government
agency or a financial institution separates the interest and principal
components of a mortgage-backed security and sells them as individual
securities.  The holder of the "principal-only" security (PO) receives the
principal payments made by the underlying mortgage-backed security, while
the holder of the "interest-only" security (IO) receives interest payments
from the same underlying security.
The prices of stripped mortgage-backed securities may be particularly
affected by changes in interest rates.  As interest rates fall, prepayment
rates tend to increase, which tends to reduce prices of IOs and increase
prices of POs.  Rising interest rates can have the opposite effect.
LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS. Each fund has filed a
notice of eligibility for exclusion from the definition of the term
"commodity pool operator" with the Commodity Futures Trading Commission
(CFTC) and the National Futures Association, which regulate trading in the
futures markets.  The funds intend to comply with    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.
In addition, each fund will not:  (a) sell futures contracts, purchase put
options, or write call options if, as a result, more than 50%
(Short-Intermediate Government Fund) and 25% (Government Securities Fund)
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; (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; or (d) with respect to Short-Intermediate
Government Fund only, write call options on securities if, as a result, the
aggregate value of the securities underlying the calls would exceed 25% of
the fund's net 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 each fund's investments in futures contracts and
options, and each fund's policies regarding futures contracts and options
discussed elsewhere in this Statement of Additional Information, may be
changed as regulatory agencies permit. 
FUTURES CONTRACTS.  When a fund purchases a futures contract, it agrees to
purchase a specified underlying instrument at a specified future date. 
When a fund sells a futures contract, it agrees to sell the underlying
instrument at a specified future date.  The price at which the purchase and
sale will take place is fixed when a fund enters into the contract.  Some
currently available futures contracts are based on specific securities,
such as U.S. Treasury bonds or notes, and some are based on indices of
securities prices, such as the Bond Buyer Index of municipal bonds. 
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 each 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 the funds' 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.
PURCHASING PUT AND CALL OPTIONS.  By purchasing a put option, each fund
obtains the right (but not the obligation) to sell the option's underlying
instrument at a fixed strike price.  In return for this right, the fund
pays the current market price for the option (known as the option premium). 
Options have various types of underlying instruments, including specific
securities, indices of securities prices, and futures contracts.  The fund
may terminate its position in a put option it has purchased by allowing it
to expire or by exercising the option.  If the option is allowed to expire,
the fund will lose the entire premium it paid.  If the fund exercises the
option, it completes the sale of the underlying instrument at the strike
price.  Each fund may also terminate a put option position by closing it
out in the secondary market at its current price, if a liquid secondary
market exists.
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
paid, 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.  When a fund writes a put option, it takes
the opposite side of the transaction from the option's purchaser.  In
return for receipt of the premium, the fund assumes the obligation to pay
the strike price for the option's underlying instrument if the other party
to the option chooses to exercise it.  When writing an option on a futures
contract the fund will be required to make margin payments to an FCM as
described above for futures contracts. A fund may seek to terminate its
position in a put option it writes before exercise by closing out the
option in the secondary market at its current price.  If the secondary
market is not liquid for a put option the fund has written, however, the
fund must continue to be prepared to pay the strike price while the option
is outstanding, regardless of price changes, and must continue to set aside
assets to cover its position.
If security prices rise, a put writer generally would 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 a fund to sell or deliver the option's
underlying instrument, in return for the strike price, upon exercise of the
option.  The characteristics of writing call options are similar to those
of writing put options, except that writing calls generally is a profitable
strategy if prices remain the same or fall.  Through receipt of the option
premium, a call writer mitigates the effects of a price decline.  At the
same time, because a call writer must be prepared to deliver the underlying
instrument in return for the strike price, even if its current value is
greater, a call writer gives up some ability to participate in security
price increases.
COMBINED POSITIONS.  Each fund may purchase and write options in
combination with each other, or in combination with futures contracts, to
adjust the risk and return characteristics of the overall position.  For
example, a fund may purchase a put option and write a call option on the
same underlying instrument, in order to construct a combined position whose
risk and return characteristics are similar to selling a futures contract. 
Another possible combined position would involve writing a call option at
one strike price and buying a call option at a lower price, in order to
reduce the risk of the written call option in the event of a substantial
price increase.  Because combined options positions involve multiple
trades, they result in higher transaction costs and may be more difficult
to open and close out.
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.  Each fund may invest in options and
futures contracts based on securities with different issuers, maturities,
or other characteristics from the securities in which it typically invests
which involves a risk that the options or futures position will not track
the performance of the fund's 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.
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 for a fund to
enter into new positions or close out existing positions.  If the secondary
market for a contract is not liquid because of price fluctuation limits or
otherwise, it could prevent prompt liquidation of unfavorable positions,
and potentially could require a fund to continue to hold a position until
delivery or expiration regardless of changes in its value.  As a result, 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 options (options not traded on
exchanges) generally are established through negotiation with the other
party to the option contract.  While this type of arrangement allows a fund
greater flexibility to tailor an option to its needs, OTC options generally
involve greater credit risk than exchange-traded options, which are
guaranteed by the clearing organization of the exchanges where they are
traded.
ASSET COVERAGE FOR FUTURES AND OPTIONS POSITIONS. Each fund will comply
with guidelines established by the Securities and Exchange Commission with
respect to coverage of options and futures strategies by mutual funds, and
if the guidelines so require will set aside appropriate liquid assets in a
segregated custodial account in the amount prescribed.  Securities held in
a segregated account cannot be sold while the futures or option strategy is
outstanding, unless they are replaced with other suitable assets.  As a
result, there is a possibility that segregation of a large percentage of a
fund's assets could impede portfolio management or the fund's ability to
meet redemption requests or other current obligations.
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 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; and
the reasonableness of any commissions.
The funds may execute portfolio transactions with broker-dealers who
provide research and execution services to the funds or other accounts over
which FMR or its affiliates exercise investment discretion.  Such services
may include advice concerning the value of securities; the advisability of
investing in, purchasing, or selling securities; the availability of
securities or the purchasers or sellers of securities; furnishing analyses
and reports concerning issuers, industries, securities, economic factors
and trends, portfolio strategy, and performance of accounts; and effecting
securities transactions and performing functions incidental thereto (such
as clearance and settlement).  The selection of such broker-dealers
generally is made by FMR (to the extent possible consistent with execution
considerations) based upon the quality of research and execution services
provided.
The receipt of research from broker-dealers that execute transactions on
behalf of the funds may be useful to FMR in rendering investment management
services to the funds or its other clients, and conversely, such research
provided by broker-dealers who have executed transaction orders on behalf
of other FMR clients may be useful to FMR in carrying out its obligations
to the funds.  The receipt of such research has not reduced FMR's normal
independent research activities; however, it enables FMR to avoid the
additional expenses that could be incurred if FMR tried to develop
comparable information through its own efforts.
Subject to applicable limitations of the federal securities laws,
broker-dealers may receive commissions for agency transactions that are in
excess of the amount of commissions charged by other broker-dealers in
recognition of their research and execution services.  In order to cause
   each      fund to pay such higher commissions, FMR must determine in
good faith that such commissions are reasonable in relation to the value of
the brokerage and research services provided by such executing
broker-dealers, viewed in terms of a particular transaction or FMR's
overall responsibilities to the funds and its other clients.  In reaching
this determination, FMR will not attempt to place a specific dollar value
on the brokerage and research services provided, or to determine what
portion of the compensation should be related to those services.
FMR is authorized to use research services provided by and to place
transactions with brokerage firms that have provided assistance in the
distribution of shares of the fund   s     or shares of other Fidelity
funds to the extent permitted by law.  FMR may use research services
provided by and place agency transactions with Fidelity Brokerage Services,
Inc. (FBSI) and Fidelity Brokerage Services, Ltd. (FBSL) a subsidiary of
FMR Corp., if the commissions are fai   r,     reasonable   ,     and
comparable to commissions charged by non-affiliated, qualified brokerage
firms for similar services. 
Section 11(a) of the Securities Exchange Act of 1934 prohibits members of
national securities exchanges from executing exchange transactions for
accounts which they or their affiliates manage,    unless certain
requirements are satisfied.      Pursuant to such regulations, the Board of
Trustees has    authorized FBSI to execute portfolio transactions on
national securities exchanges in accordance with approved procedures and
applicable SEC rules.    
   Each fund's     Trustees periodically review FMR's performance of its
responsibilities in connection with the placement of portfolio transactions
on behalf of the funds and review the commissions paid by    each     fund
over representative periods of time to determine whether they are
reasonable in relation to the benefits to the fund.
For the fiscal years ended September 30, 199   4     and    1993    ,
Short-Intermediate Government Fund's portfolio turnover rates were
   ___    % and    ___    %, respectively.  For the fiscal year ended
September  30   ,     199   4     and    1993    , Government Securities
Fund's  portfolio turnover rates were    ___    % and    ___    %,   
    respectively.
   SHORT-INTERMEDIATE GOVERNMENT FUND.  For the fiscal years ended
September 30, 1994, 1993, and 1992, [the fund paid no brokerage
commissions.]    
   GOVERNMENT SECURITIES FUND.  For the fiscal year ended September 30,
1994, 1993, and 1992, [the fund paid no brokerage commissions.]    
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     seek   s     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, investment decisions for
each fund are made independently from those of other funds managed by FMR
or accounts managed by FMR affiliates.  It sometimes happens that the same
security is held in the portfolio of more than one of these funds or
accounts.  Simultaneous transactions are inevitable when several funds
   or 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 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 fore ach
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 OF PORTFOLIO SECURITIES
Each fund's net asset value per share is determined by FSC under procedures
established by the Board of Trustees.  Portfolio securities are valued
primarily on the basis of valuations furnished by a pricing service which
uses both dealer-supplied valuations and electronic data processing
techniques that take into account appropriate factors such as
institutional-size trading in similar groups of securities, yield, quality,
coupon rate, maturity, type of issue, trading characteristics, and other
market data, without exclusive reliance on quoted prices or exchange or
over-the-counter prices, since such valuations are believed to reflect more
accurately the fair value of such securities.  Use of the pricing service
has been approved by the Board of Trustees.  There are a number of pricing
services available, and the Trustees, or officers acting on behalf of the
Trustees, on the basis of ongoing evaluation of these services, may use
other pricing services or discontinue the use of any pricing service in
whole or in part.
Securities not valued by the pricing service and for which quotations are
readily available are valued at market values determined on the basis of
their latest available bid prices as furnished by recognized dealers in
such securities. Futures contracts and options are valued on the basis of
market quotations, if available.  Securities and other assets for which
quotations or pricing service valuations are not readily available are
valued at their fair value as determined in good faith under consistently
applied procedures under the general supervision of the Board of Trustees.
PERFORMANCE
The funds may quote performance in various ways.  All performance
information supplied by the funds in advertising is historical and is not
intended to indicate future returns.  Each fund's share price, yield, and
total return fluctuate in response to market conditions and other factors,
and the value of fund shares when redeemed may be more or less than their
original cost.
YIELD CALCULATIONS.  Yields for    a     fund are computed by dividing a
fund's interest income for a given 30-day or one month period, net of
expenses, by the average number of shares entitled to receive
di   stributions     during the period, dividing this figure by the fund's
net asset value (NAV) at the end of the period, and annualizing the result
(assuming compounding of income) in order to arrive at an annual percentage
rate.  Income is calculated for purposes of 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 purposes of calculating a 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, a fund's yield may not equal its
distribution rate, the income paid to your account, or the income reported
in the fund's financial statements.
   Yield information may be useful in reviewing a fund's performance and in
providing a basis for comparison with other investment alternatives.
However, each 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 the 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 the fund's current yield. In periods of
rising interest rates, the opposite can be expected to occur.    
Government Securities Fund's tax equivalent yield is the rate an investor
would have to earn from a fully taxable investment to equal the fund's
tax-free yield.  For funds such as this fund, earning interest free from
state (and sometimes local) taxes in most states, tax-equivalent yields may
be calculated by dividing the fund's yield by the result of one minus a
specified  state tax rate.
TOTAL RETURN CALCULATIONS.  Total 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 the fund's NAV over    a
stated     period.  Average annual total returns are calculated by
determining the growth or decline in value of a hypothetical historical
investment in a fund over a stated period, and then calculating the
annually compounded percentage rate that would have produced the same
result if the rate of growth or decline in value had been constant over the
period.  For example, a cumulative total return of 100% over ten years
would produce an average annual total return of 7.18%, which is the steady
annual rate 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 total returns,    a     fund may quote
unaveraged or cumulative total returns reflecting the simple change in
value of an investment over a stated period.  Average annual and cumulative
total returns may be quoted as a percentage or as a dollar amount, and may
be calculated for a single investment, a series of investments, or a series
of redemptions, over any time period.  Total returns may be broken down
into their components of income and capital (including capital gains and
changes in share price) in order to illustrate the relationship of these
factors and their contributions to total return.  Total returns may be
shown on a before-tax or after-tax basis. Total 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 net asset
values, adjusted net asset values, and benchmark indices 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 FUND RESULTS.  The following tables show each fund's yields
and total returns for periods ended September 30, 1994.    
SHORT-INTERMEDIATE GOVERNMENT FUND:
Average Annual Returns*   Cumulative Returns*   
 
30-day   One    Life of     One       Life of   
 
Yield    Year   Fund        Year      Fund      
 
   ___    %      ___    %      ___    %      ___    %      ___    %   
 
* Life of fund 9/13/91 - 9/30/9   4    .  If FMR had not reimbursed certain
fund expenses during this period, total returns would have been lower.
GOVERNMENT SECURITIES FUND:
Average Annual Returns    Cumulative Returns   
 
30-day   One    Five    Ten     One    Five    Ten     
 
Yield    Year   Years   Years   Year   Years   Years   
 
 
<TABLE>
<CAPTION>
<S>             <C>            <C>            <C>             <C>            <C>            <C>             
   _____    %      ____%          ____%          _____    %      ____    %      ____    %      _____    %   
 
</TABLE>
 
The    following     tables show the income and capital elements of each
fund's    cumulative     total return   .      The tables compare each
fund's return to the record of the Standard & Poor's 500 Composite Index   
of 500 Stocks     (S&P 500), the Dow Jones Industrial Average (DJIA), and
the cost of living (measured by the Consumer Price Index, or CPI) over the
same period.     The CPI information is as of month end closest to the
initial investment date for each fund.      The S&P and DJIA comparisons
are provided to show how    each     fund   '    s total return compared to
the re   cord     of a broad average of common stocks and a narrower set of
stocks of major industrial companies, respectively, over the same period. 
   Of course, since each fund invests in fixed-income securities, common
stocks represent a different type of investment from the fund.      Common
stocks generally offer greater growth potential than the funds, but
generally experience greater price volatility, which means greater
potential for loss.  In addition, common stocks generally provide lower
income than a    fixed-income     investment such as the funds.     Figures
for t    he S&P 500 and DJIA are based on the prices of unmanaged groups of
stocks and, unlike the funds' returns, do not include the effect of paying
brokerage commissions and other costs of investing.
SHORT-INTERMEDIATE GOVERNMENT FUND.  During the period from September 13,
1991    (commencement of operations)     to September 30, 199   4    , a
hypothetical $10,000 investment in Short-Intermediate Government Fund would
have grown to $   _____    , assuming all distributions were reinvested. 
This was a period of fluctuating interest rates and bond prices, and    the
figures below     should not be considered representative of the dividend
income or capital gain or loss that could be realized from an investment in
the fund today.
FIDELITY SHORT-INTERMEDIATE GOVERNMENT FUND   INDICES    
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>       <C>    <C>            
                Value of     Value of        Value of                                                
 
                Initial      Reinvested      Reinvested                                              
 
Fiscal Period   $10,000      Dividend        Capital Gain    Total                       Cost of     
 
     Ended      Investment   Distributions   Distributions   Value   S&P 500   DJIA       Living**   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>             <C>           <C>            <C>            <C>      <C>       <C>        <C>        
     9/30/91*   $ 10,010      $ 27           $ 0            $ 10,037 $ 10,028  $ 10,046   $ 10,044   
 
     9/30/92     10,140        704           10             10,854   11,137    11,220     10,344    
 
     9/30/93     9,960        1,379          86             11,425   12,587    12,557     10,622               
 
    9/30/94        ____         ____          __            _____       ___       ___       ____       
 
</TABLE>
 
*  From commencement of operations 9/13/91.
** From the month end closest to the initial investment date.
Explanatory Notes:  With an initial investment of $10,000 made on September
13, 1991 (commencement of operations), 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 gains
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. 
Tax consequences of different investments have not been factored into the
above figures.
GOVERNMENT SECURITIES FUND.  During the period from September 30, 1984 to
September 30, 199   4    , a hypothetical $10,000 investment in Fidelity
Government Securities Fund would have grown to $   ______    , assuming all
distributions were reinvested.  This was a period of fluctuating interest
rates and bond prices, and    the figures below     should not  be
considered representative of the dividend income or capital gain or loss
that could  be realized from an investment in the fund today.
FIDELITY GOVERNMENT SECURITIES FUND   INDICES    
 
 
<TABLE>
<CAPTION>
<S>             <C>             <C>             <C>             <C>      <C>       <C>    <C>           
                    Value of    Value of        Value of                                                
 
                    Initial     Reinvested      Reinvested                                              
 
Fiscal Period       $10,000     Dividend        Capital Gain     Total                       Cost of    
 
     Ended         Investment   Distributions   Distributions    Value   S&P 500   DJIA       Living    
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>       <C>        <C>       <C>      <C>       <C>        <C>       <C>       
9/30/84   $10,000     $   0    $   0    $10,000   $10,000    $10,000   $10,000   
 
9/30/85     ______      ____       __     _____      _____     _____     _____   
 
9/30/86     ______      ____       __     _____      _____     _____     _____   
 
9/30/87     ______      ____       __     _____      _____     _____     _____   
 
9/30/88     ______      ____       __     _____      _____     _____     _____   
 
9/30/89     ______      ____       __     _____      _____     _____     _____   
 
9/30/90     ______      ____       __     _____      _____     _____     _____   
 
9/30/91     ______      ____       __     _____      _____     _____     _____   
 
9/30/92     ______      ____       __     _____      _____     _____     _____   
 
9/30/93     ______      ____       __     _____      _____     _____     _____   
 
9/30/94     ______      ____       __     _____      _____     _____     _____   
 
</TABLE>
 
Explanatory Notes:  With an initial investment of $10,000 made on September
30, 198   4    , 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
the cash payments for the period would have amounted to $   ______     for
dividends and $   ____     for capital gain distributions.  Tax
consequences of different investments have not been factored into the above
figures.
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 Analytical Services, Inc. (Lipper), an independent service
located in Summit, New Jersey that monitors the performance of mutual
funds.  Lipper generally ranks funds on the basis of total return, assuming
reinvestment of distributions, but does not take sales charges or
redemption fees into consideration, and is prepared without regard to tax
consequences.  Lipper may also rank funds based on yield.  In addition to
the mutual fund    rankings, a fund's performance may be compared to stock,
bond, and money market mutual fund performance indices prepared by
    Lipper or other organizations.  When comparing these indices, 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 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, the fund may quote Morningstar, Inc. in its advertising
materials.  Morningstar, Inc. is a mutual fund rating service that rates
mutual funds on the basis of risk-adjusted performance.  Rankings that
compare the performance of Fidelity funds to one another in appropriate
categories over specific periods of time may also be quoted in advertising.
   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.    
The funds may also quote unmanaged indices of bond prices and yields,
including the following:
MERRILL LYNCH GOVERNMENT MASTER INDEX is an index comprised of
publicly-placed, coupon bearing U.S. Treasury notes and bonds and
non-convertible agency obligations, with maturities of at least one year. 
Par amounts of the bonds in the index must be no less than $10 million. 
The index excludes flower bonds, collateralized mortgage obligations, and
agency pass-throughs.
MERRILL LYNCH SHORT-TERM U.S. TREASURY INDEX is an index comprised of U.S.
Treasury securities with remaining maturities of between 1 and 2.99 years.
MERRILL LYNCH INTERMEDIATE-TERM U.S. TREASURY INDEX is an index comprised
of U.S. Treasury securities with remaining maturities of between 7 and 9.99
years.
MERRILL LYNCH LONG-TERM U.S. TREASURY INDEX is an index comprised of U.S.
Treasury securities with remaining maturities of over 15 years.
MERRILL LYNCH ALL MORTGAGES INDEX is an index comprised of a variety of
mortgage-backed securities including, but not limited to, Ginnie Mae,
Fannie Mae, and Freddie Mac mortgage-backed securities with varying coupons
and maturities.
MERRILL LYNCH ALL GNMAS INDEX is an index comprised of Ginnie Mae
mortgage-backed securities with varying coupons and maturities.
LEHMAN BROTHERS ALL GOVERNMENT BOND INDEX is an index comprised of all
public obligations of the U.S. Treasury, U.S. government agencies,
quasi-federal corporations, and corporate debt guaranteed by the U.S.
government.  The index excludes flower bonds, foreign-targeted issues,
mortgage-backed securities, and securities maturing in less than one year.
LEHMAN BROTHERS ONE TO THREE YEAR GOVERNMENT BOND INDEX is an index
comprised of public obligations of the U.S. Treasury, U.S. government
agencies, quasi-federal corporations, and corporate debt guaranteed by the
U.S. government maturing between one and three years.  The index excludes
flower bonds, foreign-targeted issues, and mortgage-backed securities.
LEHMAN BROTHERS LONG-TERM TREASURY INDEX is an unmanaged index of long-term
U.S. Treasury bonds including all public obligations of the U.S. Treasury,
excluding zero-coupon bonds, with at least $25 million outstanding and with
maturities between 10 and 30 years.  This index may be used to illustrate
the volatility of long-term Treasury securities.
Note that the funds may not purchase some of the securities included in
certain of the performance indicators discussed above.  
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 indices.  
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 total returns in the same method as the funds. 
The funds may also compare performance to that of other compilations or
indices that may be developed and made available in the future. 
A fund may compare its performance or the performance of securities in
which it may invest to averages published by IBC USA (Publications), Inc.
of Ashland, Massachusetts.  These averages assume reinvestment of
distributions.  The IBC/Donoghue's MONEY FUND AVERAGES(trademark)/All
Taxable, which is reported in the MONEY FUND REPORT(registered trademark),
covers over ___ taxable money market funds.  The Bond Fund Report
AverageS(trademark)/ All Taxable, which is reported in the BOND FUND
REPORT(registered trademark), covers over ___ bond funds.  When evaluating
comparisons to money market funds, investors should consider the relevant
differences in investment objectives and policies.  Specifically, money
market funds invest in short-term, high-quality instruments and seek to
maintain a stable $1.00 share price.  Each fund, however, invests in
longer-term instruments and its share price changes daily in response to a
variety of factors.
   In advertising materials, Fidelity may reference or discuss its products
and services, which may include: other Fidelity funds; retirement
investing; brokerage products and services; the effects of periodic
investment plans and dollar cost averaging; saving for college or other
goals; charitable giving; and the Fidelity credit card.  In addition,
Fidelity may quote or reprint financial or business publications and
periodicals, including model portfolios or allocations, 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, 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 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 total 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 fund
may also discuss or illustrate examples of interest rate sensitivity.    
   MOMENTUM INDICATORS indicate a fund's price movements over specific
periods of time.  Each point on the momentum indicator represents the
fund's percentage change in price movements over that period.    
A 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.
A fund may be available for purchase through retirement plans or other
programs offering deferral of, or exemption from, income taxes, which may
produce superior after-tax returns over time.  For example, a $1,000
investment earning a taxable return of 10% annually would have an after-tax
value of $1,949 after ten years, assuming tax was deducted from the return
each year at a 31% rate.  An equivalent tax-deferred investment would have
an after-tax value of $2,100 after ten years, assuming tax was deducted at
a 31% rate from the tax-deferred earnings at the end of the ten-year
period.
   As of September 30, 1994, FMR advised over $__ billion in tax-free 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 AND REDEMPTION INFORMATION
   Each     fund    i    s open for business and    its     fund's net
asset value per share (NAV) is calculated each day the New York Stock
Exchange (NYSE) is open for trading.  The NYSE has designated the following
holiday closings for 1994: Washington's Birthday (observed), Good Friday,
Memorial Day (observed), Independence Day (observed), Labor Day,
Thanksgiving Day, and Christmas Day (observed). Although FMR expects the
same holiday schedule, with the addition of New Year's Day, to be observed
in the future, the NYSE may modify its holiday schedule at any time. 
FSC normally determines each fund's NAV as of the close of the NYSE
(normally 4:00 p.m. Eastern time).  However, NAV may be calculated earlier
if trading on the NYSE is restricted or as permitted by the SEC.  To the
extent that portfolio securities are traded in other markets on days when
the NYSE is closed,    a     fund's NAV may be affected on days when
investors do not have access to the fund to purchase or redeem shares.    
In addition, trading in some of a fund's portfolio securities may not occur
on days when the fund is open for business.    
If the Trustees determine that existing conditions make cash payments
undesirable, redemption payments may be made in whole or in part in
securities or other property, valued for this purpose as they are valued in
computing    a     fund's NAV.  Shareholders receiving securities or other
property on redemption may realize a gain or loss for tax purposes, and
will incur any costs of sale as well as the associated inconveniences.
Pursuant to Rule 11a-3 under the Investment Company Act of 1940 (the 1940
Act), each fund is required to give shareholders at least 60 days' notice
prior to terminating or modifying its exchange privilege.  Under the Rule,
the 60-day notification requirement  may be waived if (i) the only effect
of a modification would be to reduce or eliminate an administrative fee,
redemption fee, or deferred sales charge ordinarily payable at the time of
exchange, or (ii) the fund suspends the redemption of shares to be
exchanged as permitted under the 1940 Act or the rules and regulations
thereunder, or the fund to be acquired suspends the sale of its shares
because it is unable to invest amounts effectively in accordance with its
investment objective and policies.  
In the Prospectus,    each     fund ha   s notified shareholders that they
reserve the right at any time, without prior notice, to refuse exchange
    purchases by any person or group if, in FMR's judgment, the fund would
be unable to invest effectively in accordance with its investment objective
and policies, or would otherwise potentially be adversely affected.
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS.  If you request to have distributions mailed to you and the
U.S. Postal Service cannot deliver your checks, or if your checks remain
uncashed for six months, Fidelity may reinvest your distributions at the
then-current NAV.  All subsequent distributions will then be reinvested
until you provide Fidelity with alternate instructions.
DIVIDENDS.  Because each fund's income is primarily derived from interest,
dividends from the funds normally will not qualify for the
dividends-received deduction available to corporations shareholders. 
   Short-term capital gains are distributed as dividend income, but do not
qualify for the dividends received deduction.  A portion of each fund's
dividends derived from certain U.S. government obligations may be exempt
from state and local taxation.  For Short-Intermediate Government Fund,
Mortgage Securities pay down gains (losses) are generally taxable as
ordinary income and, therefore, increase (decrease) taxable dividend
distributions. Each fund will send each shareholder a notice in January
describing the tax status of dividend and capital gain distributions for
the prior year.    
CAPITAL GAIN DISTRIBUTIONS.  Long-term capital gains earned by    each    
fund on the sale of securities and distributed to shareholders are
federally taxable as long-term capital gains, regardless of the length of
time shareholders have held their shares.  If a shareholder receives a
long-term capital gain distribution on shares of    a     fund and such
shares are held six months or less and are sold at a loss, the portion of
the loss equal to the amount of the long-term capital gain distribution
will be considered a long-term loss for tax purposes.  Short-term capital
gains distributed by    each     the fund are taxable to shareholders as
dividends, not as capital gains. 
   STATE AND LOCAL TAX ISSUES.  For mutual funds organized as business
trusts, state law provides for a pass-through of the state and local income
tax exemption afforded to direct owners of U.S. government securities. Some
states limit this to mutual funds that invest a certain amount in U.S.
government securities, and some types of securities, such as repurchase
agreements and some agency backed securities, may not qualify for this
benefit. The tax treatment of your dividend distributions from a fund will
be the same as if you directly owned your proportionate share of the U.S.
government securities in each fund's portfolio. Because the income earned
on most U.S. government securities in which each fund invests is exempt
from state and local income taxes, the portion of your dividends from each
fund attributable to these securities will also be free from income taxes.
The exemption from state and local income taxation does not preclude states
from assessing other taxes on the ownership of U.S. government securities. 
In a number of states, corporate franchise (income) tax laws do not exempt
interest earned on U.S. government securities whether such securities are
held directly or through a fund.      Short-Intermediate Government Fund
does not seek to maximize state tax-free income, and may make significant
investments in instruments, such as Ginnie Maes and repurchase agreements,
whose interest is taxable at the state or local level.  As a result, all or
a significant portion of Short-Intermediate Government Fund's distributions
may be taxable at the state or local level.
TAX STATUS OF THE FUNDS.  Each fund intends to qualify each year as a
"regulated investment company" for tax purposes so that it will not be
liable for federal tax on income and capital gains distributed to
shareholders.  In order to qualify as a regulated investment company and
avoid being subject to federal income or excise taxes    at the fund
level    ,    each     fund intend   s     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.     Each     fund
intend   s     to comply with other tax rules applicable to regulated
investment companies, including a requirement that capital gains from the
sale of securities held less than three months constitute less than 30% of
a fund's gross income for each fiscal year.  Gains from some futures
contracts and options are included in this 30% calculation, which may limit
the funds' investments in such instruments.
   Short-Intermediate Government Fund is treated as a separate entity from
the other funds of Fidelity Charles Street Trust for tax purposes.    
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.   .  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 advisors to determine whether    a     fund is suitable
to their particular tax situation.
FMR
FMR is a wholly owned subsidiary of FMR Corp.,    its ultimate     parent
company organized in 1972.    All of the stock of FMR is owned by its
ultimate parent company, FMR Corp. Through ownership of voting common stock
and the execution of a shareholders' voting agreement, Edward C. Johnson,
3d, Johnson family members, and various trusts for the benefit of the
Johnson family form a controlling group with respect to FMR Corp.     At
present, the principal operating activities of FMR Corp. are those
conducted by three of its divisions as follows: FSC, which is the transfer
and shareholder servicing agent for certain of the funds advised by FMR;
Fidelity Investments Institutional Operations Company, which performs
shareholder servicing functions for certain institutional customers; and
Fidelity Investments Retail Marketing Company, which provides marketing
services to various companies within the Fidelity organization.
Several affiliates of FMR are also engaged in the investment advisory
business.  Fidelity Management Trust Company provides trustee, investment
advisory, and administrative services to retirement plans and corporate
employee benefit accounts.  Fidelity Management & Research (U.K.) Inc. (FMR
U.K.) and Fidelity Management & Research (Far East) Inc. (FMR Far East),
both wholly owned subsidiaries of FMR formed in 1986, supply investment
research, and may supply portfolio management services, to FMR in
connection with certain funds advised by FMR.  Analysts employed by FMR,
FMR U.K., and FMR Far East research and visit thousands of domestic and
foreign companies each year.  FMR Texas Inc., a wholly owned subsidiary of
FMR formed in 1989, supplies portfolio management and research services in
connection with certain money market funds advised by FMR.
TRUSTEES AND OFFICERS
The Trustees and executive officers of each trust are listed below.  Except
as indicated, each individual has held the office shown or other offices in
the same company for the last five years.  Trustees and officers elected or
appointed prior to Government Securities Fund's conversion to a
Massachusetts business trust served the Nebraska limited partnership in
identical capacities.  All persons named as Trustees also serve in similar
capacities for other funds advised by FMR.  Unless otherwise noted, the
business address of each Trustee and officer is 82 Devonshire Street,
Boston, Massachusetts 02109, which is also the address of FMR.  Those
Trustees who are "interested persons" (as defined in the Investment Company
Act of 1940) by virtue of their affiliation with either the Trusts or FMR,
are indicated by an asterisk (*).
*EDWARD C. JOHNSON 3d, Trustee and President, is Chairman, Chief Executive
Officer and a Director of FMR Corp.; a Director and Chairman of the Board
and of the Executive Committee of FMR; Chairman and a Director of FMR Texas
Inc. (1989), Fidelity Management & Research (U.K.) Inc., and Fidelity
Management & Research (Far East) Inc.
*J. GARY BURKHEAD, Trustee and Senior Vice President, is President of FMR;
and President and a Director of FMR Texas Inc. (1989), Fidelity Management
& Research (U.K.) Inc. and Fidelity Management & Research (Far East) Inc.
RALPH F. COX, 200 Rivercrest Drive, Fort Worth, TX, Trustee (1991),    is a
consultant to Western Mining Corporation (1994)    . Prior to    February
1994    , he was President of Greenhill Petroleum Corporation (petroleum
exploration and production, 1990).  Until March 1990, Mr. Cox was President
and Chief Operating Officer of Union Pacific Resources Company (exploration
and production).  He is a Director of    Sanifill Corporation
(non-hazardous waste, 1993    ) and CH2M Hill Companies (engineering).  In
addition, he served on the Board of Directors of the Norton Company
(manufacturer of industrial devices, 1983-1990) and continues to serve on
the Board of Directors of the Texas State Chamber of Commerce, and is a
member of advisory boards of Texas A&M University and the University of
Texas at Austin.
PHYLLIS BURKE DAVIS,    P.O. Box 264, Bridgehampton, NY,     Trustee
(1992).  Prior to her retirement in September 1991, Mrs. Davis was the
Senior Vice President of Corporate Affairs of Avon Products, Inc.  She is
currently a Director of BellSouth Corporation (telecommunications), Eaton
Corporation (manufacturing, 1991), and the TJX Companies, Inc. (retail
stores, 1990), and previously served as a Director of Hallmark Cards, Inc.
(1985-1991) and Nabisco Brands, Inc.  In addition, she serves as a Director
of the New York City Chapter of the National Multiple Sclerosis Society,
and is a member of the Advisory Council of the International Executive
Service Corps. and the President's Advisory Council of The University of
Vermont School of Business Administration.
RICHARD J. FLYNN, 77 Fiske Hill, Sturbridge, MA, Trustee, is a financial
consultant.  Prior to September 1986, Mr. Flynn was Vice Chairman and a
Director of the Norton Company (manufacturer of industrial devices).  He is
currently a Director of Mechanics Bank and a Trustee of College of the Holy
Cross and Old Sturbridge Village, Inc.
E. BRADLEY JONES, 3   881-2 Lander Road, Chagrin Falls,     OH, Trustee
(1990).  Prior to his retirement in 1984, Mr. Jones was Chairman and Chief
Executive Officer of LTV Steel Company.  Prior to May 1990, he was Director
of National City Corporation (a bank holding company) and National City
Bank of Cleveland.  He is a Director of TRW Inc. (original equipment and
replacement products), Cleveland-Cliffs Inc (mining), NACCO Industries,
Inc. (mining and marketing), Consolidated Rail Corporation, Birmingham
Steel Corporation, Hyster-Yale Materials Handling, Inc. (1989), and RPM,
Inc. (manufacturer of chemical products, 1990).  In addition, he serves as
a Trustee of First Union Real Estate Investments; Chairman of the Board of
Trustees and a member of the Executive Committee of the Cleveland Clinic
Foundation, a Trustee and a member of the Executive Committee of University
School (Cleveland), and a Trustee of Cleveland Clinic Florida.
DONALD J. KIRK, 680 Steamboat Road,    Apartment #1-North,     Greenwich,
CT, Trustee, is a Professor at Columbia University Graduate School of
Business and a financial consultant.  Prior to 1987, he was Chairman of the
Financial Accounting Standards Board.  Mr. Kirk is a Director of General Re
Corporation (reinsurance), and Valuation Research Corp. (appraisals and
valuations, 1993).     In addition, he serves as Vice Chairman of the Board
of Directors of the National Arts Stabilization Fund and Vice Chairman of
the Board of Trustees of the Greenwich Hospital Association.    
*PETER S. LYNCH, Trustee (1990) is Vice Chairman of FMR (1992).  Prior to
his retirement on May 31, 1990, he was a Director of FMR (1989) and
Executive Vice President of FMR (a position he held until March 31, 1991);
Vice President of Fidelity Magellan Fund and FMR Growth Group Leader; and
Managing Director of FMR Corp.  Mr. Lynch was also Vice President of
Fidelity Investments Corporate Services (1991-1992).  He is a Director of
W.R. Grace & Co. (chemicals, 1989) and Morrison Knudsen Corporation
(engineering and construction).  In addition, he serves as a Trustee of
Boston College, Massachusetts Eye & Ear Infirmary, Historic Deerfield
(1989) and Society for the Preservation of New England Antiquities, and as
an Overseer of the Museum of Fine Arts of Boston (1990).
GERALD C. McDONOUGH, 135 Aspenwood Drive, Cleveland, OH, Trustee (1989), is
Chairman of G.M. Management Group (strategic advisory services).  Prior to
his retirement in July 1988, he was Chairman and Chief Executive Officer of
Leaseway Transportation Corp. (physical distribution services). Mr.
McDonough is a Director of ACME-Cleveland Corp. (metal working,
telecommunications and electronic products), Brush-Wellman Inc. (metal
refining), York International Corp. (air conditioning and refrigeration,
1989), Commercial Intertech Corp. (water treatment equipment, 1992),    and
Associated Estates Realty Corporation (a real estate investment trust,
1993).    
EDWARD H. MALONE, 5601 Turtle Bay Drive #2104, Naples, FL, Trustee.  Prior
to his retirement in 1985, Mr. Malone was Chairman, General Electric
Investment Corporation and a Vice President of General Electric Company. 
He is a Director of Allegheny Power Systems, Inc. (electric utility),
General Re Corporation (reinsurance) and Mattel Inc. (toy manufacturer). 
   In addition, he serves as a Trustee of Corporate Property Investors, the
EPS Foundation at Trinity College, the Naples Philharmonic Center for the
Arts, and Rensselaer Polytechnic Institute, and he is a member of the
Advisory     Boards of Butler Capital Corporation Funds and Warburg, Pincus
Partnership Funds.
   MARVIN L. MANN, 55 Railroad Avenue, Greenwich, CT, Trustee (1993) is
Chairman of the Board, President, and Chief Executive Officer of Lexmark
International, Inc. (office machines, 1991).  Prior to 1991, he held the
positions of Vice President of International Business Machines Corporation
("IBM") and President and General Manager of various IBM divisions and
subsidiaries.  Mr. Mann is a Director of M.A. Hanna Company (chemicals,
1993) and Infomart (marketing services, 1991), a Trammell Crow Co.  In
addition, he serves as the Campaign Vice Chairman of the Tri-State United
Way (1993) and is a member of the University of Alabama President's Cabinet
(1990).    
THOMAS R. WILLIAMS, 21st Floor, 191 Peachtree Street, N.E., Atlanta, GA,
Trustee, is President of The Wales Group, Inc. (management and financial
advisory services).  Prior to retiring in 1987, Mr. Williams served as
Chairman of the Board of First Wachovia Corporation (bank holding company),
and Chairman and Chief Executive Officer of The First National Bank of
Atlanta and First Atlanta Corporation (bank holding company).  He is
currently a Director of BellSouth Corporation (telecommunications),
ConAgra, Inc. (agricultural products), Fisher Business Systems, Inc.
(computer software, 1988), Georgia Power Company (electric utility), Gerber
Alley & Associates, Inc. (computer software), National Life Insurance
Company of Vermont, American Software, Inc. (1989), and AppleSouth, Inc.
(restaurants, 1992).
GARY L. FRENCH, Treasurer (1991).  Prior to becoming Treasurer of the
Fidelity funds, Mr. French was Senior Vice President, Fund Accounting -
Fidelity Accounting & Custody Services Co. (1991); Vice President, Fund
Accounting - Fidelity Accounting & Custody Services Co. (1990); and Senior
Vice President, Chief Financial and Operations Officer - Huntington
Advisers, Inc. (1985-1990).
   JOHN H. COSTELLO, Assistant Treasurer, is an employee of FMR.    
   LEONARD M. RUSH, Assistant Treasurer (1994), is an employee of FMR
(1994).  Prior to becoming Assistant Treasurer of the Fidelity Funds, Mr.
Rush was Chief Compliance of Officer of FMR Corp. (1994); Chief Financial
Officer of Fidelity Brokerage Services, Inc. (1990-1993); and Vice
President, Assistant Controller, and Director of the Accounting Department
- - First Boston Corp. (1986-1990).    
ARTHUR S. LORING, Secretary, is Senior Vice President (1993) and General
Counsel of FMR, Vice President-Legal of FMR Corp., and Vice President and
Clerk of FDC.
   THOMAS J. STEFFANCI, Vice President (1994), is Vice President of
Fidelity's fixed-income funds and Senior Vice President of FMR (1993). 
Prior to joining FMR, Mr. Steffanci was Senior Managing Director of CMB
Investment Counselors (1984-1990).    
CURTIS HOLLINGSWORTH, is Vice President of Fidelity Government Securities
Fund (1990) and of other funds advised by FMR and is an employee of FMR. 
   Mr. Hollingsworth is manager of Fidelity Short-Intermediate Government
and Government Securities, which he has managed since October 1991 and
February 1990, respectively. He also manages Advisor Government Investment,
Institutional Short-Intermediate Government, Spartan Limited Maturity
Government Bond, Spartan Long-Term Government Bond, and Spartan
Short-Intermediate Government.  Mr. Hollingsworth joined Fidelity in
1983    .
Under a retirement program that became effective on November 1, 1989,
Trustees, upon reaching age 72, become eligible to participate in a defined
benefit retirement program under which they receive payments during their
lifetime from the funds based on their basic trustee fees and length of
service.  Currently, Messrs. Robert L. Johnson, William R. Spaulding,
Bertram H. Witham, and David L. Yunich participate in the program.
As of September 30, 199   4    , the Trustees and officers of the funds
owned, in the aggregate, less than __% of each fund's total outstanding
shares.
MANAGEMENT CONTRACTS
Each fund employs FMR to furnish investment advisory and other services. 
Under 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 each fund in accordance with its investment objective,
policies, and limitations.  FMR also provides the funds with all necessary
office facilities and personnel for servicing the funds' investments, and
compensates all officers of the trusts, all Trustees who are "interested
persons" of the trusts or of FMR, and all personnel of the Trusts or FMR
performing services relating to research, statistical, and investment
activities.  
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 the funds.  These services include providing
facilities for maintaining the funds' organization; supervising relations
with custodians, transfer and pricing agents, accountants, underwriters,
and other persons dealing with the funds; preparing all general shareholder
communications and conducting shareholder relations; maintaining the funds'
records and the registration of the funds' shares under federal and state
law; developing management and shareholder services for the funds; and
furnishing reports, evaluations, and analyses on a variety of subjects to
the Board of Trustees.
In addition to the management fee payable to FMR and the fees payable to
FSC, the funds pay all of their expenses, without limitation, that are not
assumed by those parties.  The funds pay for typesetting, printing, and
mailing proxy material to shareholders, legal expenses, and the fees of the
custodian, auditor, and non-interested Trustees.  Although each fund's
management contract provides that the funds will pay for typesetting,
printing and mailing prospectuses, statements of additional information,
notices, and reports to existing shareholders, Government Securities Fund
has entered into revised transfer agent agreement with FSC pursuant to
which FSC bears the cost of providing these services to existing
shareholders.  Pursuant to Fidelity Charles Street Trust's transfer agent
agreement with FSC, FSC bears the cost of providing these services to
existing shareholders.  Other expenses paid by the funds include interest,
taxes, brokerage commissions, the funds' proportionate share of insurance
premiums and Investment Company Institute dues, and the costs of
registering shares under federal and state securities laws.  Each fund is
also liable for such nonrecurring expenses as may arise, including costs of
any litigation to which the fund may be a party and any obligation it may
have to indemnify the trusts' officers and Trustees with respect to
litigation.
FMR is Short-Intermediate Government Fund's manager pursuant to a
management contract dated October 1, 199   4     that was approved by
shareholders on September    2    1, 199   4    .  FMR is Government
Securities Fund's manager pursuant to a management contract dated December
31, 1991 that was approved by Fidelity Government Securities  Fund (a
limited partnership) on December 31, 1991, as the then sole shareholder of
the fund pursuant to an Agreement and Plan of Reorganization approved by
public shareholders of the limited partnership on November 13, 1991.  (The
terms of the fund's current contract with FMR duplicate those of its
previous contract.)  For the services of FMR under the contract, each fund
pays FMR a monthly management fee composed of the sum of two elements: 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 and
is calculated on a cumulative basis pursuant to the graduated fee rate
schedule shown on the left.  On the right, the effective fee rate schedule,
are the results of cumulatively applying the annualized rates at varying
asset levels.  For example, the effective annual fee rate at $   ___    
billion of group net assets - their approximate level for September
199   4     - was .   _____    %, which is the weighted average of the
respective fee rates for each level of group net assets up to that level.
   GROUP FEE RATE SCHEDULE        EFFECTIVE ANNUAL FEE RATES   
 
     Average Group   Annualized   Group Net        Effective Annual    
 Assets               Rate         Assets          Fee Rate            
 
0 - $  3 billion     .3700%        $ 0.5 billion   .3700%              
 
3 -     6            .3400          25             .2664               
 
6 -     9            .3100          50             .2188               
 
9 -    12            .2800          75             .1986               
 
12 -   15            .2500         100             .1869               
 
15 -   18            .2200         125             .1793               
 
18 -   21            .2000         150             .1736               
 
21 -   24            .1900         175             .1695               
 
24 -   30            .1800         200             .1658               
 
30 -   36            .1750         225             .1629               
 
36 -   42            .1700         250             .1604               
 
42 -   48            .1650         275             .1583               
 
48 -   66            .1600         300             .1565               
 
66 -   84            .1550         325             .1548               
 
84 -   120           .1500         350             .1533               
 
120 -   174          .1450         400             .1507               
 
174 -   228          .1400                                             
 
228 -   282          .1375                                             
 
282 -   336          .1350                                             
 
         Over 336    .1325                                             
 
   Prior to August 1, 1994, Short-Intermediate Government Fund's group fee
rate was based on a schedule with breakpoints ending at .1400% for average
group assets in excess of $174 billion. The group fee rate breakpoints
shown above for average group assets in excess of $120 billion and under
$228 billion were voluntarily adopted by FMR on January 1, 1992. The
additional breakpoints shown above for average group assets in excess of
$228 billion were voluntarily adopted by FMR on November 1, 1993. The
fund's current management contract reflects these extensions of the group
fee rate schedule.    
   Under Government Securities Fund's current management contract with FMR,
the group fee rate is based on a schedule with breakpoints ending at .1500%
for average group assets in excess of $84 billion.  The group fee rate
breakpoints shown above for average group assets in excess of $120 billion
and under $228 billion were voluntarily adopted by FMR on January 1, 1992. 
The additional breakpoints shown above for average group assets in excess
of $228 billion were voluntarily adopted by FMR on November 1, 1993.    
   On August 1, 1994, FMR voluntarily revised the prior extensions to the
group fee rate schedule, and added new breakpoints, pending shareholder
approval of new management contracts reflecting the revised schedule.  The
revised group fee rate schedule is identical to the above schedule for
average group assets under $156 billion.  For average group assets in
excess of $156 billion, the group fee rate schedule voluntarily adopted by
FMR is as follows:    
 
   GROUP FEE RATE SCHEDULE        EFFECTIVE ANNUAL FEE RATES   
 
     Average Group   Annualized   Group Net      Effective Annual    
 Assets               Rate         Assets        Fee Rate            
 
120 - $156 billion   .1450%       $150 billion   .1736%              
 
156 -    192         .1400          175          .1690               
 
192 -    228         .1350          200          .1652               
 
228 -    264         .1300          225          .1618               
 
 264 -    300        .1275          250          .1587               
 
 300 -    336        .1250          275          .1560               
 
 336 -   372         .1225          300          .1536               
 
 Over 372            .1200          325          .1514               
 
              350    .1494   
 
              375    .1476   
 
              400    .1459   
 
The individual fund fee rate for each fund is .30%.  Based on the average
net assets of funds advised by FMR for September 199   4    , the annual
management fee rate would be calculated as follows:
Group Fee Rate   Individual Fund Fee Rate   Management Fee Rate   
 
.   __    %    +   .30%   =   .   __    %    
 
One-twelfth (1/12) of this annual management fee rate is then applied to
the fund's average net assets for the current month, giving a dollar amount
which is the fee for that month.
SHORT-INTERMEDIATE GOVERNMENT FUND.  Under Short-Intermediate Government
Fund's prior contract   s     dated September 21, 1991    and October 1,
1992, respectively,     the fund paid fees to FMR according to the schedule
shown    on page __     (minus the breakpoints added January 1, 1992   ,
November 1, 1993, and August 1, 1994, respectively    ).  The fund's
current contract, dated October 1, 199   4    , assesses fees in the same
manner as the previous contract   s    .  During the fiscal years ended
199   4    , 199   3, and 1992    , FMR received    $_______,     $783,194,
   and     $250,118, respectively, for its services as investment advisor
to the fund.  These fees are equivalent to        .   __%, .    47%,    and
    .47%        of the fund's average net assets for those    years    . 
The fees for the fiscal 199   2     reflect FMR's voluntary implementation
of the group fee rate schedule.  If voluntary implementation had not been
in effect, the fund's management fee for fiscal 1992 would have been
higher.
FMR may, from time to time, voluntarily reimburse all or a portion of the
fund's operating expenses (excluding interest, taxes, brokerage
commissions, and extraordinary expenses).  The    following     table
outlines expense limitations (as a percentage of the fund's average net
assets) in effect from commencement of operations to June 30, 1993.  The
table also shows the amount of management fees incurred and the amounts
reimbursed by FMR for each fiscal    year    .
From   To   Expense Limitations   
 
June 1, 1993         June 30, 1993        .70%    
 
May 1, 1993          May 31, 1993         .65%    
 
February 1, 1993     April 30, 1993       .60%    
 
January 1, 1993      January 31, 1993     .50%    
 
September 1, 1992    December 31, 1992    .40%    
 
August 1, 1992       August 31, 1992      .25%    
 
May 1, 1992          July 31, 1992          0%    
 
April 1, 1992        April 30, 1992       .85%    
 
March 9, 1992        March 31, 1992       .65%    
 
January 15, 1992     March 8, 1992           0%   
 
September 13, 1991   January 14, 1992     .65%    
 
Fiscal Periods ended   Management Fees        Amount of       
 
September 30,          Before Reimbursement   Reimbursement   
 
   1994          $ ______          $______       
 
1993            783,194           486,551        
 
1992            250,118           538,256        
 
GOVERNMENT SECURITIES FUND.  Under Government Securities Fund's prior
contract dated March 1, 1989 with FMR, the fund paid fees to FMR according
to the schedule shown on page    __     (minus the breakpoints added
January 1, 1992).  The current contract, dated December 31, 1991, assesses
fees in the same manner as the previous contract.  During the fiscals year
ended September 30, 199   4    ,    1993, and 1992    , FMR received
   $__________,     $2,881,668,    and     $   __________    , respectively
for its services as investment adviser to the fund.  These fees are
equivalent to    .__%,     .47%, .   __    %,    of the fund's average net
assets for those years.      The fees for  the year ended September 30,
199   4, 1993,     and    1992     reflect FMR's voluntary implementation
of the group fee management rate schedule and fee structure.  If voluntary
implementation had not been in effect, the fund's management fee for the
year ended September 30, 199   4, 1993, and 1992     would have been
higher.
To comply with the California Code of Regulations, FMR will reimburse each
fund if and to the extent that the fund's aggregate annual operating
expenses exceed specified percentages of their average net assets.  The
applicable percentages are 2 1/2% of the first $30 million, 2% of the next
$70 million, and 1 1/2% of average net assets in excess of $100 million. 
When calculating a fund's expenses for purposes of this regulation, the
fund may exclude interest, taxes, brokerage commissions, and extraordinary
expenses, as well as a portion of its distribution plan expenses.
DISTRIBUTION AND SERVICE PLANS
Each fund has adopted a distribution and service plan (the plans) under
Rule 12b-1 of the Investment Company Act of 1940 (the Rule).  The Rule
provides in substance that a mutual fund may not engage directly or
indirectly in financing any activity that is primarily intended to result
in the sale of shares of the fund except pursuant to a plan adopted by the
fund under the Rule.     Each fund's     Boards of Trustees ha   s    
adopted    a        p    lan to allow    each     fund and FMR to incur
certain expenses that might be considered to constitute indirect payment by
the fund of distribution expenses.  Under    the        p    lan, if the
payment of management fees by the fund to FMR is should be deemed to be
indirect financing by the fund of the distribution of its shares, such
payment is authorized by    the        p    lan.
   Each        p    lan specifically recognize   s     that FMR, either
directly or through FDC, may use its management fee revenues, past profits,
or other resources, without limitation, to pay promotional and
administrative expenses in connection with the offer and sale of shares of
   a     fund.  In addition,    each        p    lan provide   s     that
FMR may use its resources, including its management fee revenues, to make
payments to third parties that provide assistance in selling shares of   
a     fund, or to third parties, including banks, that render shareholder
support services.  Payments made by FMR to third parties during the fiscal
year ended September 30, 1994 amounted to $_____ (Short-Intermediate
Government Fund), and $_______ (Government Securities Fund).
   Each fund's plan has been approved by the Trustees.      As required by
the Rule, the Trustees carefully considered all pertinent factors relating
to the implementation of    each p    lan prior to    its     approval, and
have determined that there is a reasonable likelihood that the    p    lan
will benefit    the     fund and    its     shareholders.  In particular,
the Trustees noted that    each        p    lan do   es     not authorize
payments by the fund other than those made to FMR under its management
contract with the fund.  To the extent that    each p    lan give FMR and
FDC greater flexibility in connection with the distribution of shares of
the fund, additional sales of the fund   '    s shares may result. 
Additionally, certain shareholder support services may be provided more
effectively under    each p    lan by local entities with whom shareholders
have other relationships. 
Short-Intermediate Government Fund's Plan was approved by shareholders on
September 16, 1992.  Government Securities Fund's Plan was approved by
Fidelity Government Securities Fund (a limited partnership) on December 31,
1991, as the then sole shareholder of the fund pursuant to an Agreement and
Plan of Reorganization approved by public shareholders of the limited
partnership on November 13, 1991.
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
fund   s     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. 
Each fund may execute portfolio transactions with and purchase securities
issued by depository institutions that receive payments under the plan.  No
preference for the instruments of such depository institutions will be
shown in the selection of investments.  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.
CONTRACTS WITH COMPANIES AFFILIATED WITH FMR
FSC is transfer, dividend disbursing, and shareholders' servicing agent for
the funds.  Under the trusts' contracts with FSC, each fund pays an annual
fee of $2   6    .   03     per basic retail account with a balance of
$5,000 or more; $15.   31     per basic retail account with a balance of
less than $5,000; and a supplemental activity charge of    $2.25 for
standing order transactions and      $5.61 for    other     monetary
transactions.  These fees and charges are subject to annual cost escalation
based on postal rate changes and changes in wage and price levels as
measured by the National Consumer Price Index for Urban Areas.  With
respect to certain institutional client master accounts,    the funds
    pay FSC a per   -    account fee of $95 and monetary transaction
charges of $20 or $17.50, depending on the nature of services provided. 
With respect to certain broker   -    dealer master accounts, the funds pay
FSC a per-account fee of $30 and a charge of $6 for monetary transactions. 
Fees for certain institutional retirement plan accounts are based on the
net assets of all such accounts in each fund.
Under the contract, 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 shareholders,
with the exception of proxy statements.
   The table below shows the transfer agent fees paid to FSC during each
fund's last three fiscal years ended September 30.    
   TRANSFER AGENT FEES    
             1994          1993          1992       
 
 
<TABLE>
<CAPTION>
<S>                                     <C>               <C>                  <C>                 
   Short-Intermediate Government            $______            $417,815             $253,862       
 
   Government Securities                    ______             1,030,455           ______          
 
</TABLE>
 
Each trust's contract with FSC also provides that FSC will perform the
calculations necessary to determine each fund's net asset value per share
and dividends, and maintain the funds' accounting records.  Prior to July
1, 1991, the annual fee for these pricing and bookkeeping services was
based on two schedules, one pertaining to    each fu    nd's average net
assets, and one pertaining to the type and number of transactions the fund
made.  The fee rates in effect as of July 1, 1991 are based on each fund's
average net assets, specifically, .04% for the first $500 million of
average net assets and .02% for average net assets in excess of $500
million.  The fee is limited to a minimum of $45,000 and a maximum of
$750,000 per year. 
   The table below shows the fees paid to FSC for pricing and bookkeeping
services, including related out-of-pocket expenses during each fund's last
three fiscal years:    
   PRICING AND BOOKKEEPING FEES    
             1994          1993          1992       
 
 
<TABLE>
<CAPTION>
<S>                                     <C>               <C>                <C>                
   Short-Intermediate Government            $______            $80,316            $57,712       
 
   Government Securities*                   ______             230,028           ______         
 
</TABLE>
 
    *  Includes related out-of-pocket expenses.    
Each fund has a distribution agreement with FDC, a Massachusetts
corporation organized on July 18, 1960.  FDC is a broker-dealer registered
under the Securities Exchange Act of 1934 and is a member of the National
Association of Securities Dealers, Inc.  The distribution agreement   s    
call for FDC to use all reasonable efforts, consistent with its other
business, to secure purchasers for shares of each fund, which are
continuously offered at net asset value.  Promotional and administrative
expenses in connection with the offer and sale of shares are paid by FMR.
DESCRIPTION OF THE TRUSTS
TRUSTS' ORGANIZATION.  Fidelity Short-Intermediate Government Fund is a
fund of Fidelity Charles Street Trust, an open-end management investment
company, organized as a Massachusetts business trust on July 7, 1981. 
Currently, there are seven funds of Fidelity Charles Street Trust: 
Fidelity Short-Intermediate Government Fund, Fidelity Asset Manager,
Fidelity U.S. Government Reserves, Fidelity Asset Manager: Growth, Fidelity
Asset Manager: Income, Spartan Investment Grade Bond Fund, and Spartan
Short-Term Bond Fund. Fidelity Government Securities Fund, an open-end
management investment company, is organized as a Massachusetts business
trust as of September 20, 1991.  The fund was originally organized as a
limited partnership in the State of Nebraska on August 25, 1978.  On
December 31, 1991, the limited partnership transferred all of its assets to
the Massachusetts business trust.  The Declarations of Trust permit the
Trustees to create additional funds.
In the event that FMR ceases to be the investment adviser to a trust or a
fund, the right of the trust or fund to use the identifying name "Fidelity"
may be withdrawn.    There is a remote possibility that one fund might
become liable for any misstatement in its prospectus or statement of
additional information about another fund.    
The assets of each trust received for the issue or sale of shares of each
fund and all income, earnings, profits, and proceeds thereof, subject only
to the rights of creditors, are especially allocated to such fund, and
constitute the underlying assets of such fund.  The underlying assets of
each fund are segregated on the books of account, and are to be charged
with the liabilities with respect to such fund and with a share of the
general liabilities of their respective trusts.  Expenses with respect to
each trust  are to be allocated in proportion to the asset value of their
respective funds, except where allocations of direct expense can otherwise
be fairly made.  The officers of each trust, subject to the general
supervision of the Boards of Trustees, have the power to determine which
expenses are allocable to a given fund, or which are general or allocable
to all of the funds of a certain trust.  In the event of the dissolution or
liquidation of a trust, shareholders of each fund of that trust are
entitled to receive as a class the underlying assets of such fund available
for distribution.
SHAREHOLDER AND TRUSTEE LIABILITY.  Each trust is an entity of the type
commonly known as "Massachusetts business trust."  Under Massachusetts law,
shareholders of such a trust may, under certain circumstances, be held
personally liable for the obligations of the trust.  Each Declaration of
Trust provides that the trust shall not have any claim against shareholders
except for the payment of the purchase price of shares and requires that
each agreement, obligation, or instrument entered into or executed by the
trust or its Trustees shall include a provision limiting the obligations
created thereby to the trust and its assets.  Each Declaration of Trust
provides for indemnification out of each fund's property of any shareholder
held personally liable for the obligations of the fund.  Each Declaration
of Trust also provides that its funds shall, upon request, assume the
defense of any claim made against any shareholder for any act or obligation
of the fund and satisfy any judgment thereon.  Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which the fund itself would be unable to meet
its obligations.  FMR believes that, in view of the above, the risk of
personal liability to shareholders is remote.
Each Declaration of Trust further provides that the Trustees, if they have
exercised reasonable care, will not be liable for any neglect or
wrongdoing, but nothing in the Declarations of Trust protects Trustees
against any liability to which they would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence, or reckless disregard of
the duties involved in the conduct of their office.
VOTING RIGHTS.  Each fund's capital consists of shares of beneficial
interest.     As a shareholder of Short-Intermediate Government Fund, you
receive one vote for each dollar value of net asset value per share you
own.      The shares have no preemptive or conversion rights; the voting
and dividend rights, the right of redemption, and the privilege of exchange
are described in the Prospectus.  Shares are fully paid and nonassessable,
except as set forth under the heading "Shareholder and Trustee Liability"
above.  Shareholders representing 10% or more of a trust or fund may, as
set forth in the Declarations of Trust, call meetings of a trust or fund
for any purpose related to the trust or fund, as the case may be,
including, in the case of a meeting of an entire trust, the purpose of
voting on removal of one or more Trustees.  Each trust or fund may be
terminated upon the sale of its assets to another open-end management
investment company, or upon liquidation and distribution of its assets, if
approved by vote of the holders of a majority of the outstanding shares
of    the        fund for Government Securities Fund or a majority of the
trust or fund, as determined by the current value of each shareholder's
investment in t    he fund or trust, for Short-Intermediate Government
Fund.  If not so terminated, each Trust or fund will continue
indefinitely.    Each fund of Fidelity Charles Street Trust may invest all
of its assets in another investment company.    
CUSTODIAN.  The Bank of New York, 110 Washington Street, New York, New York
10286 is custodian of each fund's assets.  The custodian is responsible for
the safekeeping of each fund's assets and the appointment of subcustodian
banks and clearing agencies.  The custodian takes no part in determining
the investment policies of the funds or in deciding which securities are
purchased or sold by a fund.  Each fund may, however, invest in obligations
of the custodian and may purchase securities from or sell securities to the
custodian.
FMR, its officers and directors, its affiliated companies, and the trusts'
Trustees may from time to time have transactions with various banks,
including banks serving as custodians for certain of the funds advised by
FMR.  Transactions that have occurred to date include mortgages and
personal and general business loans.  In the judgment of FMR, the terms and
conditions of those transactions were not influenced by existing or
potential custodial or other fund relationships.
SHORT-INTERMEDIATE GOVERNMENT FUND'S AUDITOR. Price Waterhouse LLP, 160
Federal Street, Boston, Massachusetts serves as the Trust's independent
accountant.   The auditor examines financial statements for the fund and
provides other audit, tax, and related services.
GOVERNMENT SECURITIES FUND'S AUDITOR. Coopers & Lybrand    L.L.P.    , One
Post Office Square, Boston, Massachusetts serves as the Trust's independent
accountant.  The auditor examines financial statements for the fund and
provides other audit, tax, and related services.
FINANCIAL STATEMENTS
The funds'    financial statements and financial highlights     for fiscal
   year     ended September 30, 1994 are    included in each fund's Annual
Report, which are     separate reports supplied with this Statement of
Additional Information   .  Each fund's financial statements and financial
highlights     are incorporated herein by reference.
APPENDIX
DOLLAR-WEIGHTED AVERAGE MATURITY  is derived by multiplying the value of
each investment by the number of days remaining to its maturity, adding
these calculations, and then dividing the total by the value of the fund's
portfolio.  An obligation's maturity is typically determined on a stated
final maturity basis, although there are some exceptions to this rule.
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. 
Also, the maturities of mortgage-backed securities and some asset-backed
securities, such as collateralized mortgage obligations, are determined on
a weighted average life basis, which is the average time for principal to
be repaid.  For a mortgage security, this average time is calculated by
assuming a constant prepayment rate for the life of the mortgage.  The
weighted average life of these securities is likely to be substantially
shorter than their stated final maturity.
PART C - OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a)  Not applicable.
(b)   Exhibits
(1) (a) Declaration of Trust, dated September 20, 1991, is incorporated
herein by reference to Exhibit 1(d) to Post-Effective Amendment No. 32.
(2) Not applicable.
(3) Not applicable.
(4) Not applicable.
(5) Management Contract dated, December 31, 1991, between the Registrant
and Fidelity Management & Research Company is incorporated herein by
reference to Exhibit 5(b) to Post-Effective Amendment No. 37.
(6) General Distribution Agreement, dated December 31, 1991, between
Registrant and Fidelity Distributors Corporation is incorporated herein by
reference to Exhibit 6(c) to Post-Effective Amendment No. 37.
(7) Retirement Plan for Non-Interested Person Trustees, Directors of
General Partners, dated November 1, 1989, is incorporated herein by
reference to Exhibit 7 to Post-Effective Amendment No. 33.
(8) (b) Custodian Agreement between the Registrant and The Bank of New
York, is incorporated herein by reference to Exhibit 8(b) to Post-Effective
Amendment No. 32.
(9) (a) Form of Transfer Agent Agreement, dated December 31, 1991, between
the Registrant, FMR Corp., and Fidelity Service Co. was filed as Exhibit
9(a) in Post-Effective Amendment No. 33.
 (b) Form of Service Agreement, dated December 31 1991, between Registrant,
FMR Corp., and Fidelity Service Co. was filed as Exhibit 9(b) in
Post-Effective Amendment No. 33.
(c) Form of Schedules A, B and C, dated December 31, 1991, for the
Registrant were filed as Exhibit 9(c) in Post-Effective Amendment No. 33.
(10) Not applicable.
(11) Not applicable.
(12) Not applicable.
(13) Not applicable.
(14)(a) Fidelity Individual Retirement Account Custodial Agreement and
Disclosure Statement, as currently in effect, is incorporated herein by
reference to Exhibit 14(a) to Post-Effective Amendment No. 33.
(b) Fidelity Defined Contribution Retirement Plan and Trust Agreement, as
currently in effect, is incorporated herein by reference to Exhibit 14(b)
to Post-Effective Amendment No. 33.
(c) Fidelity Defined Benefit Pension Plan and Trust, as currently in
effect, is incorporated herein by reference to Exhibit 14(c) to
Post-Effective Amendment No. 33.
(d) Fidelity Group Individual Retirement Account Custodial Agreement and
Disclosure Statement, as currently in effect, is incorporated herein by
reference to Exhibit 14(d) to Post-Effective Amendment No. 33.
(e) Fidelity 403(b)(7) Custodial Agreement, as currently in effect, is
incorporated herein by reference to Exhibit 14(e) to Post-Effective
Amendment No. 33.
(f) Fidelity Master Plan for Savings and Investments, as currently in
effect, is incorporated herein by reference to Exhibit 14(f) to
Post-Effective Amendment No. 33.
(g) Fidelity 401(a) Prototype Plan for Tax-Exempt Employers, as currently
in effect, is incorporated herein by reference to Exhibit 14(g) to
Post-Effective Amendment No. 33.
(15) Distribution and Service Plan pursuant to Rule 12b-1 between the
Registrant and Fidelity Distributors Corporation is incorporated by
reference to Exhibit 15 to Post Effective Amendment No. 37.
(16) A schedule for computation of performance quotations is incorporated
herein by reference to Exhibit 16 to Post-Effective Amendment No. 20.
Item 25. Persons Controlled by or Under Common Control with Registrant
 The Board of Trustees of Fidelity Government Securities Fund is the same
as the boards of other funds advised by FMR, each of which has Fidelity
Management and Research Company as its investment adviser. In addition, the
officers of these funds are substantially identical.  Nonetheless, the
Registrant takes the position that it is not under common control with
these other funds since the power residing in the respective boards and
officers arises as the result of an official position with the respective
funds.
Item 26. Number of Holders of Securities July 31, 1994
Title of Class: Shares of Beneficial Interest
Name of Series   Number of Record Holders   
 
      Fidelity Government Securities Fund   60,258   
 
Item 27. Indemnification
 Article XI, Section 2 of the Declaration of Trust sets forth the
reasonable and fair means for determining whether indemnification shall be
provided to any past or present Trustee or Officer.  It states that the
Registrant shall indemnify any present or past Trustee or officer to the
fullest extent permitted by law against liability and all expenses
reasonably incurred by him in connection with any claim, action, suit or
proceeding in which he is involved by virtue of his service as a trustee,
an officer, or both.  Additionally, amounts paid or incurred in settlement
of such matters are covered by this indemnification.  Indemnification will
not be provided in certain circumstances, however.  These include instances
of willful misfeasance, bad faith, gross negligence, and reckless disregard
of the duties involved in the conduct of the particular officer involved.
Item 28. Business and Other Connections of Investment Adviser
 (1)  FIDELITY MANAGEMENT & RESEARCH COMPANY
 FMR serves as investment adviser to a number of other investment
companies.  The directors and officers of the Adviser have held, during the
past two fiscal years, the following positions of a substantial nature.
 
<TABLE>
<CAPTION>
<S>                     <C>                                                          
Edward C. Johnson 3d    Chairman of the Executive Committee of FMR; President        
                        and Chief Executive Officer of FMR Corp.; Chairman of        
                        the Board and a Director of FMR, FMR Corp., FMR Texas        
                        Inc., Fidelity Management & Research (U.K.) Inc., and        
                        Fidelity Management & Research (Far East) Inc.; President    
                        and Trustee of funds advised by FMR.                         
 
                                                                                     
 
J. Gary Burkhead        President of FMR; Managing Director of FMR Corp.;            
                        President and a Director of FMR Texas Inc., Fidelity         
                        Management & Research (U.K.) Inc., and Fidelity              
                        Management & Research (Far East) Inc.; Senior Vice           
                        President and Trustee of funds advised by FMR.               
 
                                                                                     
 
Peter S. Lynch          Vice Chairman of FMR (1992).                                 
 
                                                                                     
 
Robert Beckwitt         Vice President of FMR and of funds advised by FMR.           
 
                                                                                     
 
David Breazzano         Vice President of FMR (1993) and of a fund advised by        
                        FMR.                                                         
 
                                                                                     
 
Stephan Campbell        Vice President of FMR (1993).                                
 
                                                                                     
 
Dwight Churchill        Vice President of FMR (1993).                                
 
                                                                                     
 
Rufus C. Cushman, Jr.   Vice President of FMR and of funds advised by FMR;           
                        Corporate Preferred Group Leader.                            
 
                                                                                     
 
Will Danoff             Vice President of FMR (1993) and of a fund advised by        
                        FMR.                                                         
 
                                                                                     
 
Scott DeSano            Vice President of FMR (1993).                                
 
                                                                                     
 
Penelope Dobkin         Vice President of FMR and of a fund advised by FMR.          
 
                                                                                     
 
Larry Domash            Vice President of FMR (1993).                                
 
                                                                                     
 
George Domolky          Vice President of FMR (1993) and of a fund advised by        
                        FMR.                                                         
 
                                                                                     
 
Robert K. Duby          Vice President of FMR.                                       
 
                                                                                     
 
Margaret L. Eagle       Vice President of FMR and of a fund advised by FMR.          
 
                                                                                     
 
Kathryn L. Eklund       Vice President of FMR.                                       
 
                                                                                     
 
Richard B. Fentin       Senior Vice President of FMR (1993) and of a fund advised    
                        by FMR.                                                      
 
                                                                                     
 
Daniel R. Frank         Vice President of FMR and of funds advised by FMR.           
 
                                                                                     
 
Gary L. French          Vice President of FMR and Treasurer of the funds advised     
                        by FMR.                                                      
 
                                                                                     
 
Michael S. Gray         Vice President of FMR and of funds advised by FMR.           
 
                                                                                     
 
Lawrence Greenberg      Vice President of FMR (1993).                                
 
                                                                                     
 
Barry A. Greenfield     Vice President of FMR and of a fund advised by FMR.          
 
                                                                                     
 
William J. Hayes        Senior Vice President of FMR; Equity Division Leader.        
 
                                                                                     
 
Robert Haber            Vice President of FMR and of funds advised by FMR.           
 
                                                                                     
 
Richard Haberman        Senior Vice President of FMR (1993).                         
 
                                                                                     
 
Daniel Harmetz          Vice President of FMR and of a fund advised by FMR.          
 
                                                                                     
 
Ellen S. Heller         Vice President of FMR.                                       
 
                                                                                     
 
</TABLE>
 
John Hickling   Vice President of FMR (1993) and of funds advised by    
                FMR.                                                    
 
 
<TABLE>
<CAPTION>
<S>                         <C>                                                           
                                                                                          
 
Robert F. Hill              Vice President of FMR; and Director of Technical              
                            Research.                                                     
 
                                                                                          
 
Stephen Jonas               Treasurer and Vice President of FMR (1993); Treasurer of      
                            FMR Texas Inc. (1993), Fidelity Management & Research         
                            (U.K.) Inc. (1993), and Fidelity Management & Research        
                            (Far East) Inc. (1993).                                       
 
                                                                                          
 
David B. Jones              Vice President of FMR (1993).                                 
 
                                                                                          
 
Steven Kaye                 Vice President of FMR (1993) and of a fund advised by         
                            FMR.                                                          
 
                                                                                          
 
Frank Knox                  Vice President of FMR (1993).                                 
 
                                                                                          
 
Robert A. Lawrence          Senior Vice President of FMR (1993); and High Income          
                            Division Leader.                                              
 
                                                                                          
 
Alan Leifer                 Vice President of FMR and of a fund advised by FMR.           
 
                                                                                          
 
Harris Leviton              Vice President of FMR (1993) and of a fund advised by         
                            FMR.                                                          
 
                                                                                          
 
Bradford E. Lewis           Vice President of FMR and of funds advised by FMR.            
 
                                                                                          
 
Malcolm W. McNaught III     Vice President of FMR (1993).                                 
 
                                                                                          
 
Robert H. Morrison          Vice President of FMR and Director of Equity Trading.         
 
                                                                                          
 
David Murphy                Vice President of FMR and of funds advised by FMR.            
 
                                                                                          
 
Andrew Offit                Vice President of FMR (1993).                                 
 
                                                                                          
 
Judy Pagliuca               Vice President of FMR (1993).                                 
 
                                                                                          
 
Jacques Perold              Vice President of FMR.                                        
 
                                                                                          
 
Anne Punzak                 Vice President of FMR and of funds advised by FMR.            
 
                                                                                          
 
Lee Sandwen                 Vice President of FMR (1993).                                 
 
                                                                                          
 
Patricia A. Satterthwaite   Vice President of FMR (1993) and of a fund.                   
 
                                                                                          
 
Thomas T. Soviero           Vice President of FMR (1993).                                 
 
                                                                                          
 
Richard A. Spillane         Vice President of FMR and of funds advised by FMR.            
 
                                                                                          
 
Robert E. Stansky           Senior Vice President of FMR (1993) and of funds advised      
                            by FMR.                                                       
 
                                                                                          
 
Thomas Steffanci            Senior Vice President of FMR (1993); and Fixed-Income         
                            Division Leader.                                              
 
                                                                                          
 
Gary L. Swayze              Vice President of FMR and of funds advised by FMR; and        
                            Tax-Free Fixed-Income Group Leader.                           
 
                                                                                          
 
Thomas Sweeney              Vice President of FMR (1993).                                 
 
                                                                                          
 
Donald Taylor               Vice President of FMR (1993) and of funds advised by          
                            FMR.                                                          
 
                                                                                          
 
Beth F. Terrana             Senior Vice President of FMR (1993) and of funds advised      
                            by FMR.                                                       
 
                                                                                          
 
Joel Tillinghast            Vice President of FMR (1993) and of a fund advised by         
                            FMR.                                                          
 
                                                                                          
 
Robert Tucket               Vice President of FMR (1993).                                 
 
                                                                                          
 
George A. Vanderheiden      Senior Vice President of FMR; Vice President of funds         
                            advised by FMR; and Growth Group Leader.                      
 
                                                                                          
 
Jeffrey Vinik               Senior Vice President of FMR (1993) and of a fund advised     
                            by FMR.                                                       
 
                                                                                          
 
Guy E. Wickwire             Vice President of FMR and of a fund advised by FMR.           
 
                                                                                          
 
Arthur S. Loring            Senior Vice President (1993), Clerk and General Counsel of    
                            FMR; Vice President, Legal of FMR Corp.; and Secretary        
                            of funds advised by FMR.                                      
 
</TABLE>
 
 
Item 29. Principal Underwriters
(a) Fidelity Distributors Corporation (FDC) acts as distributor for most
funds advised by FMR and the following other funds:
CrestFunds, Inc.
ARK Funds
(b)                                                                  
 
Name and Principal   Positions and Offices   Positions and Offices   
 
Business Address*    With Underwriter        With Registrant         
 
Edward C. Johnson 3d   Director                   Trustee and President   
 
Nita B. Kincaid        Director                   None                    
 
W. Humphrey Bogart     Director                   None                    
 
Kurt A. Lange          President and Treasurer    None                    
 
William L. Adair       Senior Vice President      None                    
 
Thomas W. Littauer     Senior Vice President      None                    
 
Arthur S. Loring       Vice President and Clerk   Secretary               
 
* 82 Devonshire Street, Boston, MA
 (c) Not applicable.
Item 30. Location of Accounts and Records
 All accounts, books, and other documents required to be maintained by
Section 31a of the 1940 Act and the Rules promulgated thereunder are
maintained by Fidelity Management & Research Company or Fidelity Service
Co., 82 Devonshire Street, Boston, MA 02109, or the fund's custodian  The
Bank of New York, 110 Washington Street, New York, N.Y.
Item 31. Manager Services
 Not applicable.
Item 32. Undertakings
 The Registrant, on behalf of Fidelity Government Securities Fund, provided
the information required by Item 5A is contained in the annual report,
undertakes to furnish to each person to whom a prospectus has been
delivered, upon their request and without charge, a copy of the
Registrant's latest annual report to shareholders.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment No. 41 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Boston, and Massachusetts on the 9th day of September 1994.
 
      FIDELITY GOVERNMENT SECURITIES FUND
      By /s/Edward C. Johnson 3d(dagger)
           Edward C. Johnson 3d, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
 
     (Signature)    (Title)   (Date)   
 
 
<TABLE>
<CAPTION>
<S>                               <C>                             <C>                 
/s/Edward C. Johnson 3d(dagger)   President and Trustee           September 9, 1994   
 
    Edward C. Johnson 3d          (Principal Executive Officer)                       
 
                                                                                      
 
</TABLE>
 
/s/Gary L. French      Treasurer   September 9, 1994   
 
    Gary L. French               
 
/s/J. Gary Burkhead     Trustee   September 9, 1994   
 
    J. Gary Burkhead               
 
                                                               
/s/Ralph F. Cox             *    Trustee   September 9, 1994   
 
    Ralph F. Cox               
 
                                                          
/s/Phyllis Burke Davis  *   Trustee   September 9, 1994   
 
   Phyllis Burke Davis               
 
                                                             
/s/Richard J. Flynn        *   Trustee   September 9, 1994   
 
    Richard J. Flynn               
 
                                                             
/s/E. Bradley Jones        *   Trustee   September 9, 1994   
 
    E. Bradley Jones               
 
                                                               
/s/Donald J. Kirk            *   Trustee   September 9, 1994   
 
   Donald J. Kirk               
 
                                                                
/s/Peter S. Lynch             *   Trustee   September 9, 1994   
 
   Peter S. Lynch               
 
                                                           
/s/Edward H. Malone      *   Trustee   September 9, 1994   
 
   Edward H. Malone               
 
                                                               
 /s/Marvin L. Mann         *     Trustee   September 9, 1994   
 
   Marvin L. Mann               
 
/s/Gerald C. McDonough*   Trustee   September 9, 1994   
 
    Gerald C. McDonough               
 
/s/Thomas R. Williams    *   Trustee   September 9, 1994   
 
   Thomas R. Williams               
 
(dagger) Signatures affixed by J. Gary Burkhead pursuant to a power of
attorney dated October 20, 1993 and filed herewith.
* Signature affixed by Robert C. Hacker pursuant to a power of attorney
dated October 20, 1993 and filed herewith.
POWER OF ATTORNEY
 We, the undersigned Directors, Trustees or General Partners, as the case
may be, of the following investment companies:
 
<TABLE>
<CAPTION>
<S>                                   <C>                                               
Fidelity Advisor Series I             Fidelity Institutional Trust                      
Fidelity Advisor Series II            Fidelity Investment Trust                         
Fidelity Advisor Series III           Fidelity Magellan Fund                            
Fidelity Advisor Series IV            Fidelity Massachusetts Municipal Trust            
Fidelity Advisor Series V             Fidelity Money Market Trust                       
Fidelity Advisor Series VI            Fidelity Mt. Vernon Street Trust                  
Fidelity Advisor Series VII           Fidelity Municipal Trust                          
Fidelity Advisor Series VIII          Fidelity New York Municipal Trust                 
Fidelity California Municipal Trust   Fidelity Puritan Trust                            
Fidelity Capital Trust                Fidelity School Street Trust                      
Fidelity Charles Street Trust         Fidelity Securities Fund                          
Fidelity Commonwealth Trust           Fidelity Select Portfolios                        
Fidelity Congress Street Fund         Fidelity Sterling Performance Portfolio, L.P.     
Fidelity Contrafund                   Fidelity Summer Street Trust                      
Fidelity Corporate Trust              Fidelity Trend Fund                               
Fidelity Court Street Trust           Fidelity U.S. Investments-Bond Fund, L.P.         
Fidelity Destiny Portfolios           Fidelity U.S. Investments-Government Securities   
Fidelity Deutsche Mark Performance       Fund, L.P.                                     
  Portfolio, L.P.                     Fidelity Union Street Trust                       
Fidelity Devonshire Trust             Fidelity Yen Performance Portfolio, L.P.          
Fidelity Exchange Fund                Spartan U.S. Treasury Money Market                
Fidelity Financial Trust                 Fund                                           
Fidelity Fixed-Income Trust           Variable Insurance Products Fund                  
Fidelity Government Securities Fund   Variable Insurance Products Fund II               
Fidelity Hastings Street Trust                                                          
Fidelity Income Fund                                                                    
 
</TABLE>
 
plus any other investment company for which Fidelity Management & Research
Company acts as investment adviser and for which the undersigned
individuals serve as Board Members (collectively, the "Funds"), hereby
severally constitute and appoint Arthur J. Brown, Arthur C. Delibert,
Robert C. Hacker, Richard M. Phillips, Dana L. Platt and Stephanie A.
Xupolos, each of them singly, our true and lawful attorneys-in-fact, with
full power of substitution, and with full power to each of them, to sign
for us and in our names in the appropriate capacities, all Pre-Effective
Amendments to any Registration Statements of the Funds, any and all
subsequent Post-Effective Amendments to said Registration Statements, any
Registration Statements on Form N-14, and any supplements or other
instruments in connection therewith, and generally to do all such things in
our names and behalf in connection therewith as said attorneys-in-fact deem
necessary or appropriate, to comply with the provisions of the Securities
Act of 1933 and Investment Company Act of 1940, and all related
requirements of the Securities and Exchange Commission, hereby ratifying
and confirming all that said attorneys-in-fact or their substitutes may do
or cause to be done by virtue hereof.
 WITNESS our hands on this twentieth day of October, 1993.
                                                   
 
/s/Edward C. Johnson 3d   /s/Peter S. Lynch        
 
Edward C. Johnson 3d      Peter S. Lynch           
 
                                                   
 
                                                   
 
/s/J. Gary Burkhead       /s/Edward H. Malone      
 
J. Gary Burkhead          Edward H. Malone         
 
                                                   
 
                                                   
 
/s/Richard J. Flynn       /s/Gerald C. McDonough   
 
Richard J. Flynn          Gerald C. McDonough      
 
                                                   
 
                                                   
 
/s/E. Bradley Jones       /s/Thomas R. Williams    
 
E. Bradley Jones          Thomas R. Williams       
 
                                                   
 
                                                   
 
/s/Donald J. Kirk                                  
 
Donald J. Kirk                                     
 
POWER OF ATTORNEY
 I, the undersigned President and Director, Trustee or General Partner, as
the case may be, of the following investment companies:
 
<TABLE>
<CAPTION>
<S>                                   <C>                                               
Fidelity Advisor Series I             Fidelity Institutional Trust                      
Fidelity Advisor Series II            Fidelity Investment Trust                         
Fidelity Advisor Series III           Fidelity Magellan Fund                            
Fidelity Advisor Series IV            Fidelity Massachusetts Municipal Trust            
Fidelity Advisor Series V             Fidelity Money Market Trust                       
Fidelity Advisor Series VI            Fidelity Mt. Vernon Street Trust                  
Fidelity Advisor Series VII           Fidelity Municipal Trust                          
Fidelity Advisor Series VIII          Fidelity New York Municipal Trust                 
Fidelity California Municipal Trust   Fidelity Puritan Trust                            
Fidelity Capital Trust                Fidelity School Street Trust                      
Fidelity Charles Street Trust         Fidelity Securities Fund                          
Fidelity Commonwealth Trust           Fidelity Select Portfolios                        
Fidelity Congress Street Fund         Fidelity Sterling Performance Portfolio, L.P.     
Fidelity Contrafund                   Fidelity Summer Street Trust                      
Fidelity Corporate Trust              Fidelity Trend Fund                               
Fidelity Court Street Trust           Fidelity U.S. Investments-Bond Fund, L.P.         
Fidelity Destiny Portfolios           Fidelity U.S. Investments-Government Securities   
Fidelity Deutsche Mark Performance       Fund, L.P.                                     
  Portfolio, L.P.                     Fidelity Union Street Trust                       
Fidelity Devonshire Trust             Fidelity Yen Performance Portfolio, L.P.          
Fidelity Exchange Fund                Spartan U.S. Treasury Money Market                
Fidelity Financial Trust                 Fund                                           
Fidelity Fixed-Income Trust           Variable Insurance Products Fund                  
Fidelity Government Securities Fund   Variable Insurance Products Fund II               
Fidelity Hastings Street Trust                                                          
Fidelity Income Fund                                                                    
 
</TABLE>
 
plus any other investment company for which Fidelity Management & Research
Company acts as investment adviser and for which the undersigned individual
serves as President and Board Member (collectively, the "Funds"), hereby
severally constitute and appoint J. Gary Burkhead, my true and lawful
attorney-in-fact, with full power of substitution, and with full power to
sign for me and in my name in the appropriate capacity, all Pre-Effective
Amendments to any Registration Statements of the Funds, any and all
subsequent Post-Effective Amendments to said Registration Statements, any
Registration Statements on Form N-14, and any supplements or other
instruments in connection therewith, and generally to do all such things in
my name and behalf in connection therewith as said attorney-in-fact deem
necessary or appropriate, to comply with the provisions of the Securities
Act of 1933 and Investment Company Act of 1940, and all related
requirements of the Securities and Exchange Commission.  I hereby ratify
and confirm all that said attorneys-in-fact or their substitutes may do or
cause to be done by virtue hereof.
 WITNESS my hand on the date set forth below.
/s/Edward C. Johnson 3d   October 20, 1993   
 
Edward C. Johnson 3d                         
 
 
POWER OF ATTORNEY
 I, the undersigned Director, Trustee or General Partner, as the case may
be, of the following investment companies:
 
<TABLE>
<CAPTION>
<S>                                   <C>                                                
Fidelity Advisor Series I             Fidelity Magellan Fund                             
Fidelity Advisor Series III           Fidelity Massachusetts Municipal Trust             
Fidelity Advisor Series IV            Fidelity Money Market Trust                        
Fidelity Advisor Series VI            Fidelity Mt. Vernon Street Trust                   
Fidelity Advisor Series VIII          Fidelity New York Municipal Trust                  
Fidelity California Municipal Trust   Fidelity Puritan Trust                             
Fidelity Capital Trust                Fidelity School Street Trust                       
Fidelity Charles Street Trust         Fidelity Select Portfolios                         
Fidelity Commonwealth Trust           Fidelity Sterling Performance Portfolio, L.P.      
Fidelity Congress Street Fund         Fidelity Summer Street Trust                       
Fidelity Contrafund                   Fidelity Trend Fund                                
Fidelity Deutsche Mark Performance    Fidelity Union Street Trust                        
  Portfolio, L.P.                     Fidelity U.S. Investments-Bond Fund, L.P.          
Fidelity Devonshire Trust             Fidelity U.S. Investments-Government Securities    
Fidelity Financial Trust                 Fund, L.P.                                      
Fidelity Fixed-Income Trust           Fidelity Yen Performance Portfolio, L.P.           
Fidelity Government Securities Fund   Spartan U.S. Treasury Money Market                 
Fidelity Hastings Street Trust          Fund                                             
Fidelity Income Fund                  Variable Insurance Products Fund                   
Fidelity Institutional Trust          Variable Insurance Products Fund II                
Fidelity Investment Trust                                                                
 
</TABLE>
 
plus any other investment company for which Fidelity Management & Research
Company acts as investment adviser and for which the undersigned individual
serves as a Board Member (collectively, the "Funds"), hereby severally
constitute and appoint Arthur J. Brown, Arthur C. Delibert, Robert C.
Hacker, Richard M. Phillips, Dana L. Platt and Stephanie A. Xupolos, each
of them singly, my true and lawful attorneys-in-fact, with full power of
substitution, and with full power to each of them, to sign for me and in my
name in the appropriate capacity, all Pre-Effective Amendments to any
Registration Statements of the Funds, any and all subsequent Post-Effective
Amendments to said Registration Statements, any Registration Statements on
Form N-14, and any supplements or other instruments in connection
therewith, and generally to do all such things in my name and behalf in
connection therewith as said attorneys-in-fact deem necessary or
appropriate, to comply with the provisions of the Securities Act of 1933
and Investment Company Act of 1940, and all related requirements of the
Securities and Exchange Commission, hereby ratifying and confirming all
that said attorneys-in-fact or their substitutes may do or cause to be done
by virtue hereof.
 WITNESS my hand on the date set forth below.
/s/Ralph F. Cox   October 20, 1993   
 
Ralph F. Cox                         
 
 
POWER OF ATTORNEY
 I, the undersigned Director, Trustee or General Partner, as the case may
be, of the following investment companies:
 
<TABLE>
<CAPTION>
<S>                                   <C>                                                
Fidelity Advisor Series I             Fidelity Investment Trust                          
Fidelity Advisor Series III           Fidelity Special Situations Fund                   
Fidelity Advisor Series IV            Fidelity Sterling Performance Portfolio, L.P.      
Fidelity Advisor Series VI            Fidelity Trend Fund                                
Fidelity Advisor Series VII           Fidelity U.S. Investments-Bond Fund, L.P.          
Fidelity Advisor Series VIII          Fidelity U.S. Investments-Government Securities    
Fidelity Contrafund                      Fund, L.P.                                      
Fidelity Deutsche Mark Performance    Fidelity Yen Performance Portfolio, L.P.           
  Portfolio, L.P.                     Spartan U.S. Treasury Money Market                 
Fidelity Fixed-Income Trust             Fund                                             
Fidelity Government Securities Fund   Variable Insurance Products Fund                   
Fidelity Hastings Street Trust        Variable Insurance Products Fund II                
Fidelity Institutional Trust                                                             
 
</TABLE>
 
plus any other investment company for which Fidelity Management & Research
Company acts as investment adviser and for which the undersigned individual
serves as a Board Member (collectively, the "Funds"), hereby severally
constitute and appoint Arthur J. Brown, Arthur C. Delibert, Robert C.
Hacker, Richard M. Phillips, Dana L. Platt and Stephanie A. Xupolos, each
of them singly, my true and lawful attorneys-in-fact, with full power of
substitution, and with full power to each of them, to sign for me and in my
name in the appropriate capacity, all Pre-Effective Amendments to any
Registration Statements of the Funds, any and all subsequent Post-Effective
Amendments to said Registration Statements, any Registration Statements on
Form N-14, and any supplements or other instruments in connection
therewith, and generally to do all such things in my name and behalf in
connection therewith as said attorneys-in-fact deem necessary or
appropriate, to comply with the provisions of the Securities Act of 1933
and Investment Company Act of 1940, and all related requirements of the
Securities and Exchange Commission, hereby ratifying and confirming all
that said attorneys-in-fact or their substitutes may do or cause to be done
by virtue hereof.
 WITNESS my hand on the date set forth below.
/s/Marvin L. Mann   October 20, 1993   
 
Marvin L. Mann                         
 
POWER OF ATTORNEY
 I, the undersigned Director, Trustee or General Partner, as the case may
be, of the following investment companies:
 
<TABLE>
<CAPTION>
<S>                                   <C>                                                
Fidelity Advisor Series I             Fidelity Investment Trust                          
Fidelity Advisor Series III           Fidelity Mt. Vernon Street Trust                   
Fidelity Advisor Series IV            Fidelity School Street Trust                       
Fidelity Advisor Series VI            Fidelity Select Portfolios                         
Fidelity Advisor Series VIII          Fidelity Sterling Performance Portfolio, L.P.      
Fidelity Beacon Street Trust          Fidelity Trend Fund                                
Fidelity Capital Trust                Fidelity Union Street Trust                        
Fidelity Commonwealth Trust           Fidelity U.S. Investments-Bond Fund, L.P.          
Fidelity Contrafund                   Fidelity U.S. Investments-Government Securities    
Fidelity Deutsche Mark Performance       Fund, L.P.                                      
  Portfolio, L.P.                     Fidelity Yen Performance Portfolio, L.P.           
Fidelity Devonshire Trust             Spartan U.S. Treasury Money Market                 
Fidelity Financial Trust                Fund                                             
Fidelity Fixed-Income Trust           Variable Insurance Products Fund                   
Fidelity Government Securities Fund   Variable Insurance Products Fund II                
Fidelity Hastings Street Trust                                                           
Fidelity Institutional Trust                                                             
 
</TABLE>
 
plus any other investment company for which Fidelity Management & Research
Company acts as investment adviser and for which the undersigned individual
serves as a Board Member (collectively, the "Funds"), hereby severally
constitute and appoint Arthur J. Brown, Arthur C. Delibert, Robert C.
Hacker, Richard M. Phillips, Dana L. Platt and Stephanie A. Xupolos, each
of them singly, my true and lawful attorneys-in-fact, with full power of
substitution, and with full power to each of them, to sign for me and in my
name in the appropriate capacity, all Pre-Effective Amendments to any
Registration Statements of the Funds, any and all subsequent Post-Effective
Amendments to said Registration Statements, any Registration Statements on
Form N-14, and any supplements or other instruments in connection
therewith, and generally to do all such things in my name and behalf in
connection therewith as said attorneys-in-fact deem necessary or
appropriate, to comply with the provisions of the Securities Act of 1933
and Investment Company Act of 1940, and all related requirements of the
Securities and Exchange Commission, hereby ratifying and confirming all
that said attorneys-in-fact or their substitutes may do or cause to be done
by virtue hereof.
 WITNESS my hand on the date set forth below.
/s/Phyllis Burke Davis   October 20, 1993   
 
Phyllis Burke Davis                         
 
 



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