FIDELITY BEACON STREET TRUST
485BPOS, 1996-12-17
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT (No. 2-64791) 
  UNDER THE SECURITIES ACT OF 1933 [X]
 Pre-Effective Amendment No.           [  ]
 Post-Effective Amendment No. 39           [X]
and
REGISTRATION STATEMENT (No. 811-4508) 
 UNDER THE INVESTMENT COMPANY ACT OF 1940    [  ]
 Amendment No. 39 [X]
Fidelity Beacon Street Trust                          
(Exact Name of Registrant as Specified in Charter)
82 Devonshire St., Boston, Massachusetts 02109 
(Address Of Principal Executive Offices)  (Zip Code)
Registrant's Telephone Number:  617-563-7000 
Arthur S. Loring, Secretary
82 Devonshire Street
Boston, Massachusetts 02109 
(Name and Address of Agent for Service)
It is proposed that this filing will become effective
 (  ) immediately upon filing pursuant to paragraph (b).
 (x) on December 20, 1996 pursuant to paragraph (b). 
 (  ) 60 days after filing pursuant to paragraph (a)(1).
 (  ) on (          ) pursuant to paragraph (a)(1) of Rule 485
 (  ) 75 days after filing pursuant to paragraph (a)(2).
 (  ) on (            ) pursuant to paragraph (a)(2) of Rule 485. 
If appropriate, check the following box:
 (  ) this post-effective amendment designates a new effective date for a
previously filed 
      post-effective amendment.
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 December 30, 1996.
FIDELITY MUNICIPAL MONEY MARKET FUND
CROSS-REFERENCE SHEET
FORM N-1A
ITEM NUMBER
 
PROSPECTUS   PROSPECTUS SECTION   
 
 
<TABLE>
<CAPTION>
<S>            <C>                                                                       
1              Cover Page                                                                
 
2a             Expenses                                                                  
 
  b,c          Contents; The Fund at a Glance; Who May Want to Invest                    
 
3a             Financial Highlights                                                      
 
  b            *                                                                         
 
  c,d          Performance                                                               
 
4a(i)          Charter                                                                   
 
   (ii)        The Fund at a Glance; Investment Principles and Risks                     
 
  b            Investment Principles and Risks                                           
 
  c            Who May Want to Invest; Investment Principles and Risks                   
 
5a             Charter                                                                   
 
  b(i)         Cover Page; The Fund at a Glance; Charter; Doing Business with Fidelity   
 
  b(ii)        Charter                                                                   
 
  b(iii)       Expenses; Breakdown of Expenses                                           
 
  c            Charter                                                                   
 
  d            Charter; Breakdown of Expenses                                            
 
  e            Cover Page; Charter                                                       
 
  f            Expenses                                                                  
 
  g(i)         Charter                                                                   
 
  g(ii)        *                                                                         
 
5A             Performance                                                               
 
6a(i)          Charter                                                                   
 
  a(ii)        How to Buy Shares; How to Sell Shares; Transaction Details; Exchange      
               Restrictions                                                              
 
  a(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                                       
 
7a             Cover Page; Charter                                                       
 
  b            Expenses; How to Buy Shares; Transaction Details                          
 
  c            *                                                                         
 
  d            How to Buy Shares                                                         
 
  e            *                                                                         
 
  f            Breakdown of Expenses                                                     
 
8              How to Sell Shares; Investor Services; Transaction Details; Exchange      
               Restrictions                                                              
 
9              *                                                                         
 
</TABLE>
 
*  Not Applicable
PART B   STATEMENT OF ADDITIONAL INFORMATION SECTION    
 
 
<TABLE>
<CAPTION>
<S>               <C>                                                                      
10, 11            Cover Page                                                               
 
12                Description of the Trust                                                 
 
13a-c             Investment Policies and Limitations                                      
 
    d             Portfolio Transactions                                                   
 
14a, b            Trustees and Officers                                                    
 
   c              *                                                                        
 
15a, b            *                                                                        
 
    c             Trustees and Officers                                                    
 
16a(i)            FMR; Portfolio Transactions                                              
 
    a(ii)         Trustees and Officers                                                    
 
    a(iii), b     Management Contract                                                      
 
    c,d           Contracts with FMR Affiliates                                            
 
    e             *                                                                        
 
    f             Distribution and Service Plan                                            
 
    g             *                                                                        
 
    h             Description of the Trust                                                 
 
    i             Contracts with FMR Affiliates                                            
 
17a,b,c           Portfolio Transactions                                                   
 
    d,e           *                                                                        
 
18a               Description of the Trust                                                 
 
    b             *                                                                        
 
19a               Additional Purchase and Redemption Information                           
 
    b             Valuation of Portfolio Securities; Additional Purchase and Redemption    
                  Information                                                              
 
    c             *                                                                        
 
20                Distributions and Taxes                                                  
 
21a               Contracts with FMR Affiliates                                            
 
    b             Contracts with FMR Affiliates                                            
 
    c             *                                                                        
 
22a               Performance                                                              
 
    b             *                                                                        
 
23                Financial Statements                                                     
 
</TABLE>
 
* Not Applicable
Please read this prospectus before investing, and keep it on file for
future reference. It contains important information, including how the fund
invests and the services available to shareholders.
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 December 20, 1996. The
SAI has been filed with the Securities and Exchange Commission (SEC) and is
available along with other related materials on the SEC's Internet Web site
(http://www.sec.gov). The SAI is incorporated herein by reference (legally
forms a part of the prospectus). For a free copy of either document, call
Fidelity at 1-800-544-8888.
Investments in the fund are neither insured nor guaranteed by the U.S.
government, and there can be no assurance that the fund will maintain a
stable $1.00 share price.
Mutual fund shares are not deposits or obligations of, or guaranteed by,
any depository institution. Shares are not insured by the FDIC, Federal
Reserve Board, or any other agency, and are subject to investment risks,
including possible loss of principal amount invested.
 
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.
MMM-pro-1296
 
FIDELITY
MUNICIPAL MONEY
MARKET
FUND
   (fund number 010, trading symbol     FTEXX)
Municipal Money Market seeks a high level of current income free from
federal income tax while maintaining a stable $1.00 share price by
investing in high-quality, short-term municipal money market securities.
PROSPECTUS
DECEMBER 20, 1996(FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET, BOSTON, MA
02109
CONTENTS
 
 
KEY FACTS                  THE FUND AT A GLANCE                  
 
                           WHO MAY WANT TO INVEST                
 
                           EXPENSES The fund's yearly            
                           operating expenses.                   
 
                           FINANCIAL HIGHLIGHTS A summary        
                           of the fund's financial data.         
 
                           PERFORMANCE How the fund has          
                           done over time.                       
 
THE FUND IN DETAIL         CHARTER How the fund is               
                           organized.                            
 
                           INVESTMENT PRINCIPLES AND RISKS       
                           The 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.          
 
                           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,             
ACCOUNT POLICIES           AND TAXES                             
 
                           TRANSACTION DETAILS Share price       
                           calculations and the timing of        
                           purchases and redemptions.            
 
                           EXCHANGE RESTRICTIONS                 
 
   KEY FACTS    
 
 
THE FUND AT A GLANCE
GOAL: Income free from federal income tax while maintaining a stable $1.00
share price. As with any mutual fund, there is no assurance that the fund
will achieve its goal.
STRATEGY: Invests in high-quality, short-term municipal money market
securities of all types.
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. FMR Texas Inc. (FMR Texas), a
subsidiary of FMR, chooses investments for the fund.
SIZE: As of October 31, 1996, the fund had over $   3.6     billion in
assets.
WHO MAY WANT TO 
INVEST
The fund may be appropriate for investors in higher tax brackets who would
like to earn federal tax-exempt income at current municipal money market
rates while preserving the value of their investment. The fund is managed
to keep its share price stable at $1.00. The rate of income will vary from
day to day, generally reflecting short-term interest rates.
The fund does not constitute a balanced investment plan. However, because
it emphasizes stability, it could be well-suited for a portion of your
investments. The fund offers free checkwriting to give you easy access to
your money.
 
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. 
Municipal Money Market is in 
the MONEY MARKET category. 
(right arrow) MONEY MARKET Seeks 
income and stability by 
investing in high-quality, 
short-term investments.
(solid bullet) 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    may     pay when you
buy    or     sell shares of a fund.    In addition, you may be charged an
annual account maintenance fee if your account falls below $2,500. See
"Transaction Details" on page , for an explanation of how and when these
charges apply.    
Maximum sales charge on purchases      None    
and reinvested distributions                   
 
Deferred sales charge on redemptions   None    
 
Exchange fee                           None    
 
Annual account maintenance fee         $12.0   
(for accounts under $2,500)            0       
 
ANNUAL FUND OPERATING EXPENSES are paid out of the fund's assets. The 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. The fund's expenses are factored into its
share price or dividends and are not charged directly to shareholder
accounts (see page ).
The following    figures     are projections based on historical expenses,
and are calculated as a percentage of average net assets.    The fund has
entered into arrangements with its custodian and transfer agent whereby
interest earned on uninvested cash balances is used to reduce custodian and
transfer agent expenses.    
Management fee                     .30    %   
 
12b-1 fee                       None          
 
Other expenses                     .19    %   
 
Total fund operating expenses      .49    %   
 
EXAMPLES: Let's say, hypothetically, that the fund's annual return is 5%
and that its operating expenses are exactly as just described. For every
$1,000 you invested, here's how much you would pay in total expenses if you
close your account after the number of years indicated:
After 1 year     $    5        
 
After 3 years    $    16       
 
After 5 years    $    27       
 
After 10 years   $    62       
 
These examples illustrate the effect of expenses, but are not meant to
suggest actual or expected costs or returns, all of which may vary.
 
 
 
 
 
 
UNDERSTANDING
EXPENSES
Operating a mutual fund 
involves a variety of 
expenses for portfolio 
management, shareholder 
statements, tax reporting, and 
other services. These costs 
are paid from the fund's 
assets; their effect is already 
factored into any quoted 
share price or return.
(checkmark)
FINANCIAL HIGHLIGHTS
The table that follows is included in the fund's Annual Report and has been
audited by    Price Waterhouse LLP    , independent accountants. Their
report on the financial statements and financial highlights is included in
the Annual Report. The financial statements and financial highlights are
incorporated by reference into (are legally a part of) the fund's Statement
of Additional Information.
   SELECTED PER-SHARE DATA    
 
 
 
<TABLE>
<CAPTION>
<S>                    <C>       <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C> 
   
 Years ended October 
31                     1996       1995       1994       1993       1992       1991       1990       1989       1988       1987      
 
 Net asset value,      $ 1.0      $ 1.0      $ 1.0      $ 1.0      $ 1.0      $ 1.0      $ 1.0      $ 1.0      $ 1.0      $ 1.0     
 beginning of period   00         00         00         00         00         00         00         00         00         00        
 
 Income from Investment .031       .034       .023       .022       .031       .046       .055       .058       .047       .040     
 Operations                                                                                                                    
  Net interest income                                                                                                  
 
 Less Distributions     (.031      (.034      (.023      (.022      (.031      (.046      (.055      (.058      (.047      (.040    
  From net interest    )          )          )          )          )          )          )          )          )          )         
 income                                                                                                                      
 
 Net asset value, 
end of                 $ 1.0      $ 1.0      $ 1.0      $ 1.0      $ 1.0      $ 1.0      $ 1.0      $ 1.0      $ 1.0      $ 1.0     
 period                00         00         00         00         00         00         00         00         00         00        
 
 Total return           3.17       3.48       2.33       2.23       3.14       4.66       5.63       5.96       4.78       4.12     
                       %          %          %          %          %          %          %          %          %          %         
 
 RATIOS AND SUPPLEMENTAL DATA                                                
 
 Net assets, end of    $ 3,6      $ 3,6      $ 3,4      $ 2,9      $ 2,7      $ 2,7      $ 2,8      $ 2,8      $ 3,2      $ 3,8     
 period                74         06         95         36         25         21         24         30         85         30        
 (In millions)                                                                                                             
 
 Ratio of expenses to  .49%       .50%       .52%       .49%       .48%       .45%       .43%       .44%       .48%       .44%     
 average                                                                                                                     
 net assets                                                                                                     
 
 Ratio of net interest  3.12       3.43       2.31       2.21       3.11       4.55       5.52       5.82       4.61       4.06     
 income to             %          %          %          %          %          %          %          %          %          %         
 average net assets                                             
 
</TABLE>
 
PERFORMANCE
Money market fund performance can be measured as TOTAL RETURN or YIELD. The
total returns that follow are based on historical fund results.
The fund's fiscal year runs from November 1 through October 31. The tables
below show the fund's performance over past fiscal years    compared to a
measure of inflation.     
AVERAGE ANNUAL TOTAL RETURNS
Fiscal periods ended   Pas   Past    Past    
October 31, 1996       t 1   5       10      
                       yea   year    year    
                       r     s       s       
 
Municipal Money Market         3.17           2.87           3.94          
                              %              %              %              
 
   Consumer Price Index           2.99           2.87           3.68       
                                 %              %              %           
 
CUMULATIVE TOTAL RETURNS
Fiscal periods ended   Pas   Past    Past    
October 31, 1996       t 1   5       10      
                       yea   year    year    
                       r     s       s       
 
Municipal Money Market         3.17           15.19           47.21          
                              %              %               %               
 
   Consumer Price Index           2.99           15.21           43.52       
                                 %              %               %            
 
EXPLANATION OF TERMS
TOTAL RETURN is the change in value of an investment 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 the fund over a
given period of time, expressed as an annual percentage rate. When a yield
assumes that income earned is reinvested, it is called an EFFECTIVE YIELD.
A TAX-EQUIVALENT YIELD shows what an investor would have to earn before
taxes to equal a tax-free yield.
THE CONSUMER PRICE INDEX is a widely recognized measure of inflation
calculated by the U.S. government.
The fund's recent strategies, performance, and holdings are detailed twice
a year in financial reports, which are sent to all shareholders. For
current performance call 1-800-544-8888.
TOTAL RETURNS AND YIELDS ARE BASED ON PAST RESULTS AND ARE NOT AN
INDICATION OF FUTURE PERFORMANCE.
 
 
UNDERSTANDING
PERFORMANCE
SEVEN-DAY YIELD illustrates 
the income earned by a 
money market fund over a 
recent seven-day period. TOTAL 
RETURN reflects both the 
reinvestment of income and 
the change in a fund's share 
price. Since money market 
funds maintain a stable $1.00 
share price, current seven-day 
yields are the most common 
illustration of money market 
fund performance.
(checkmark)
THE FUND IN DETAIL
 
 
CHARTER
MUNICIPAL MONEY MARKET IS A MUTUAL FUND: an investment that pools
shareholders' money and invests it toward a specified goal. The fund is a
diversified fund of Fidelity Beacon Street Trust, an open-end management
investment company organized as a Delaware business trust on June 20, 1991.
THE FUND IS GOVERNED BY A BOARD OF TRUSTEES which is responsible for
protecting the interests of shareholders. The trustees are experienced
executives who meet throughout the year to oversee the fund's activities,
review contractual arrangements with companies that provide services to the
fund, and review the fund's performance. The majority of trustees are not
otherwise affiliated with Fidelity.
THE FUND MAY HOLD SPECIAL MEETINGS AND MAIL PROXY MATERIALS. These meetings
may be called to elect or remove trustees, change fundamental policies,
approve a management contract, or for other purposes. Shareholders not
attending these meetings are encouraged to vote by proxy. Fidelity will
mail proxy materials in advance, including a voting card and information
about the proposals to be voted on. You are entitled to one vote for each
share you own.
FMR AND ITS AFFILIATES
The fund is managed by FMR, which handles the fund's business affairs. FMR
Texas, located in Irving, Texas, has primary responsibility for providing
investment management services.
Fidelity investment personnel may invest in securities for their own
account pursuant to a code of ethics that establishes procedures for
personal investing and restricts certain transactions.
FIDELITY FACTS
Fidelity offers the broadest
selection of mutual funds
in the world.
(solid bullet) Number of Fidelity mutual 
funds: over    225    
(solid bullet) Assets in Fidelity mutual 
funds: over $   415     billion
(solid bullet) Number of shareholder 
accounts: over    27     million
(solid bullet) Number of investment 
analysts and portfolio 
managers: over    215    
(checkmark)
Fidelity Distributors Corp. (FDC) distributes and markets Fidelity's funds
and services. Fidelity Service Co. (FSC) performs transfer agent servicing
functions for shares of the fund.
FMR Corp. is the ultimate parent company of FMR and FMR Texas. Members of
the Edward C. Johnson 3d family are the predominant owners of a class of
shares of common stock representing approximately 49% of the voting power
of FMR Corp. Under the Investment Company Act of 1940 (the 1940 Act),
control of a company is presumed where one individual or group of
individuals owns more than 25% of the voting stock of that company;
therefore, the Johnson family may be deemed under the 1940 Act to form a
controlling group with respect to FMR Corp.
UMB Bank, n.a., is the fund's transfer agent, although it employs FSC to
perform these functions for the fund. UMB is located at 1010 Grand Avenue,
Kansas City, Missouri.
To carry out the fund's transactions, FMR may use its broker-dealer
affiliates and other firms that sell fund shares, provided that the fund
receives services and commission rates comparable to those of other
broker-dealers. 
INVESTMENT PRINCIPLES AND RISKS
THE FUND'S INVESTMENT APPROACH
The fund seeks to earn a high level of federally tax-exempt income while
maintaining a stable $1.00 share price by investing in high-quality,
short-term municipal securities of all types. The fund normally invests so
that at least 80% of its income is free from federal income tax.
When you sell your shares, they should be worth the same amount as when you
bought them. Of course, there is no guarantee that the fund will maintain a
stable $1.00 share price. The fund follows industry-standard guidelines on
the quality   ,     maturity   ,        and diversification     of its
investments, which are designed to help maintain a stable $1.00 share
price. The fund will purchase only high-quality securities that FMR
believes present minimal credit risks and will observe maturity
restrictions on securities it buys. In general, securities with longer
maturities are more vulnerable to price changes, although they may provide
higher yields. It is possible that a major change in interest rates or a
default on the fund's investments could cause its share price (and the
value of your investment) to change.
The fund earns income at current municipal money market rates. It stresses
tax-free income, preservation of capital, and liquidity and does not seek
the higher yields or capital appreciation that more aggressive investments
may provide. The fund's yield will vary from day to day and generally
reflects current short-term interest rates and other market conditions. 
If you are subject to the federal alternative minimum tax, you should note
that the fund may invest all of its assets in municipal securities issued
to finance private activities. The interest from these investments is a
tax-preference item for purposes of the tax. 
FMR normally invests the fund's assets according to its investment strategy
and does not expect to invest in federally taxable obligations. The fund
also reserves the right to hold a substantial amount of uninvested cash or
to invest more than normally permitted in federally taxable obligations for
temporary, defensive purposes.
SECURITIES AND INVESTMENT PRACTICES
The following pages contain more detailed information about types of
instruments in which the fund may invest, strategies FMR may employ in
pursuit of the fund's investment objective, and a summary of related risks.
Any restrictions listed supplement those discussed earlier in this section.
A complete listing of the fund's limitations and more detailed information
about the fund's investments are contained in the fund's 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
unless it believes that they are consistent with the fund's investment
objective and policies and that doing so will help the fund achieve its
goal. Fund holdings and recent investment strategies are detailed in the
fund's financial reports, which are sent to shareholders twice a year. For
a free SAI or financial report, call 1-800-544-8888.
MONEY MARKET SECURITIES are high-quality, short-term instruments issued by
municipalities, local and state governments, and other entities. These
securities may carry fixed, variable, or floating interest rates. Some
money market securities employ a trust or similar structure to modify the
maturity, price characteristics, or quality of financial assets so that
they are eligible investments for money market funds. If the structure does
not perform as intended, adverse tax or investment consequences may result.
MUNICIPAL SECURITIES are issued to raise money for a variety of public or
private purposes, including general financing for state and local
governments, or financing for specific projects or public facilities. They
may be issued in anticipation of future revenues, and may be backed by the
full taxing power of a municipality, the revenues from a specific project,
or the credit of a private organization. The value of some or all municipal
securities may be affected by uncertainties in the municipal market related
to legislation or litigation involving the taxation of municipal securities
or the rights of municipal securities holders. The fund may own a municipal
security directly or through a participation interest.
       CREDIT    AND LIQUIDITY     SUPPORT.    Issuers may employ various
forms of credit and liquidity enhancement, including letters of credit,
guarantees, puts and demand features, and insurance, provided by foreign or
domestic entities such as banks and other financial institutions. These
arrangements expose the fund to the credit risk of the entity providing the
credit or liquidity support. Changes in the credit quality of the provider
could affect the value of the security and the fund's share price. In
addition, in the case of foreign providers of credit or liquidity support,
extensive public information about the provider may not be available, and
unfavorable political, economic, or governmental developments could affect
its ability to honor its commitment.    
VARIABLE AND FLOATING RATE SECURITIES have interest rates that are
periodically adjusted either at specific intervals or whenever a benchmark
rate changes. These interest rate adjustments are designed to help
stabilize the security's price.
MUNICIPAL LEASE OBLIGATIONS are used by municipalities to acquire land,
equipment, or facilities. If the municipality stops making payments or
transfers its obligations to a private entity, the obligation could lose
value or become taxable.
OTHER MUNICIPAL SECURITIES may include obligations of U.S. territories and
possessions such as Guam, the Virgin Islands, and Puerto Rico, and their
political subdivisions and public corporations.
PUT FEATURES entitle the holder to put (sell back) a security to the issuer
or another party. In exchange for this benefit, the fund may accept a lower
interest rate. The credit quality of the investment may be affected by the
creditworthiness of the put provider. Demand features, standby commitments,
and tender options are types of put features.
PRIVATE ENTITIES may be involved in some municipal securities. For example,
industrial revenue bonds are backed by private entities, and resource
recovery bonds often involve private corporations. The viability of a
project or tax incentives could affect the value and credit quality of
these securities.
ILLIQUID AND RESTRICTED SECURITIES. Some investments may be determined by
FMR, under the supervision of the Board of Trustees, to be illiquid, which
means that they may be difficult to sell promptly at an acceptable price.
The sale of some illiquid securities, and some other securities, may be
subject to legal restrictions. Difficulty in selling securities may result
in a loss or may be costly to the fund.
RESTRICTIONS: The fund may not purchase a security if, as a result, more
than 10% of its assets would be invested in illiquid securities. 
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.
CASH MANAGEMENT. The fund may invest in    money market securities and
    in a money market fund available only to funds and accounts managed by
FMR or its affiliates, whose goal is to seek    a high level of     current
income    exempt from federal income tax     while maintaining a stable
$1.00 share price. A major change in interest rates or a default on the
   money market     fund's investments could cause its share price to
change.
DIVERSIFICATION. Diversifying a fund's investment portfolio can reduce the
risks of investing. This may include limiting the amount of money invested
in any one issuer or, on a broader scale, in any one industry or type of
project. Economic, business, or political changes can affect all securities
of a similar type.
RESTRICTIONS: With respect to 75% of its total assets, the fund may not
purchase a security if, as a result, more than 5% would be invested in the
securities of any one issuer. This limitation does not apply to U.S.
Government securities. The fund may invest more than 25% of its total
assets in tax-free securities that finance similar types of projects.
BORROWING. The fund may borrow from banks or from other funds advised by
FMR, or through reverse repurchase agreements, and may make additional
investments while borrowings are outstanding.
RESTRICTIONS: The fund may borrow only for temporary or emergency purposes,
but not in an amount exceeding 331/3% 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.
The fund seeks as high a level of interest income exempt from federal
income tax as is consistent with a portfolio of high-quality, short-term
municipal obligations selected on the basis of liquidity and stability of
principal. The fund normally invests so that at least 80% of its income is
free from federal income tax.
With respect to 75% of its total assets, the fund may not purchase a
security if, as a result, more than 5% would be invested in the securities
of any one issuer.
The fund may borrow only for temporary or emergency purposes, but not in an
amount exceeding 33% of its total assets.
BREAKDOWN OF EXPENSES
Like all mutual funds, the fund pays fees related to its daily operations.
Expenses paid out of the fund's assets are reflected in its share price or
dividends; they are neither billed directly to shareholders nor deducted
from shareholder accounts.
FMR may, from time to time, agree to reimburse the fund for management fees
and other expenses above a specified limit. FMR retains the ability to be
repaid by the fund if expenses fall below the specified limit prior to the
end of the fiscal year. Reimbursement arrangements, which may be terminated
at any time without notice, can decrease the fund's expenses and boost its
performance.
MANAGEMENT FEE 
The management fee is calculated and paid to FMR every month. The 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. 
 
 
 
UNDERSTANDING THE
MANAGEMENT FEE
The management fee FMR 
receives is designed to be 
responsive to changes in 
FMR's total assets under 
management. Building this 
variable into the fee 
calculation assures 
shareholders that they will 
pay a lower rate as FMR's 
assets under management 
increase.
(checkmark)
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 October 1996, the group fee rate was    .1437    %. The individual fund
fee rate is .15%. The total management fee rate for fiscal year ended
October 31, 1996 was    .30    %.
FMR HAS A SUB-ADVISORY AGREEMENT with FMR Texas, which has primary
responsibility for providing investment management for the fund, while FMR
retains responsibility for providing other management services. FMR pays
FMR Texas 50% of its management fee (before expense reimbursements) for
these services. FMR paid FMR Texas    .15    % of the fund's average net
assets for fiscal    year ended October 31,     1996.
OTHER EXPENSES 
While the management fee is a significant component of the fund's annual
operating costs, the fund has other expenses as well. 
FSC performs many transaction and accounting functions. These services
include processing shareholder transactions, valuing the fund's
investments, and handling securities loans. In fiscal    year ended October
31,     1996, FSC received fees equal to    .19    % of the fund's average
net assets.
The fund also pays other expenses, such as legal, audit, and custodian
fees; proxy solicitation costs; and the compensation of trustees who are
not affiliated with Fidelity.
The fund has adopted a Distribution and Service Plan. This plan recognizes
that FMR may use its resources, including management fees, to pay expenses
associated with the sale of fund shares. This may include payments to third
parties, such as banks or broker-dealers, that provide shareholder support
services or engage in the sale of the fund's shares. It is important to
note, however, that the fund does not pay FMR any separate fees for this
service.
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    80     walk-in Investor Centers across the country.
TYPES OF ACCOUNTS
You may set up an account directly in the fund or, if you own or intend to
purchase individual securities as part of your total investment portfolio,
you may consider investing in the fund through a brokerage account. You can
choose the fund as your core account for your Fidelity Ultra Service
Account(registered trademark) or FidelityPlusSM Brokerage account. 
   You may purchase or sell shares of the fund through an investment
professional, including a broker, who may charge you a transaction fee for
this service. If you invest through FBSI, another financial institution, or
an investment professional, read their program materials for any special
provisions, additional service features or fees that may apply to your
investment in the fund. Certain features of the fund, such as the minimum
initial or subsequent investment amounts, may be modified.    
The different ways to set up (register) your account with Fidelity are
listed in the table that follows   .    
       WAYS TO SET UP YOUR ACCOUNT
INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS 
Individual accounts are owned by one person. Joint accounts can have two or
more owners (tenants).
GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA) 
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS 
These custodial accounts provide a way to give money to a child and obtain
tax benefits. An individual can give up to $10,000 a year per child without
paying federal gift tax. Depending on state laws, you can set up a
custodial account under the Uniform Gifts to Minors Act (UGMA) or the
Uniform Transfers to Minors Act (UTMA).
TRUST 
FOR MONEY BEING INVESTED BY A TRUST 
The trust must be established before an account can be opened.
BUSINESS OR ORGANIZATION 
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS, OR OTHER
GROUPS
Requires a special application.
HOW TO BUY SHARES
THE FUND'S SHARE PRICE, called net asset value (NAV), is calculated every
business day. The fund is managed to keep its share price stable at $1.00.
The fund's shares are sold without a sales charge.
Shares are purchased at the next share price calculated after your
investment is received and accepted. Share price is normally calculated at
12:00 noon and 4:00 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 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  $5,000
TO ADD TO AN ACCOUNT  $500
Through regular investment plans* $100
MINIMUM BALANCE $1,000
* FOR MORE INFORMATION ABOUT REGULAR INVESTMENT PLANS, PLEASE REFER TO THE
"INVESTOR SERVICES" SECTION ON PAGE .
These minimums may vary for investments through Fidelity Portfolio Advisory
Services. Refer to the program materials for details.
 
<TABLE>
<CAPTION>
<S>                                   <C>                                           <C>                                           
                                      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.                          
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                   <C>                                           <C>                                            
Mail (mail_graphic)   (small solid bullet) Complete and sign the    (small solid bullet) Make your check           
                      application. Make your                        payable to "Fidelity                           
                      check payable to                              Municipal Money                                
                      "Fidelity Municipal                           Market Fund." Indicate                         
                      Money Market Fund."                           your fund account                              
                      Mail to the address                           number on your check                           
                      indicated on the                              and mail to the address                        
                      application.                                  printed on your account                        
                                                                    statement.                                     
                                                                    (small solid bullet) Exchange by mail: call    
                                                                    1-800-544-6666 for                             
                                                                    instructions.                                  
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<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.                                                                          
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                   <C>                                             <C>                             
Wire (wire_graphic)   (small solid bullet) Call 1-800-544-7777 to     (small solid bullet) Wire to:   
                      set up your account                             Chase Manhattan                 
                      and to arrange a wire                           Bank,                           
                      transaction.                                    Bank Routing                    
                      (small solid bullet) Wire within 24 hours to:   #021000021,                     
                      Chase Manhattan                                 FCC Fidelity/ SAS               
                      Bank,                                           INST DEP                        
                      Bank Routing                                    Account #323039502.             
                      #021000021,                                     Specify "Fidelity               
                      FCC Fidelity/ SAS                               Municipal Money                 
                      INST DEP                                        Market Fund" and                
                      Account #323039502.                             include your account            
                      Specify "Fidelity                               number and your                 
                      Municipal Money                                 name.                           
                      Market Fund" and                                                                
                      include your new                                                                
                      account number and                                                              
                      your name.                                                                      
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<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.                                            
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                                             <C>   <C>   
(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired: 1-800-544-0118               
 
</TABLE>
 
HOW TO SELL SHARES 
You can arrange to take money out of your fund account at any time by
selling (redeeming) some or all of your shares. Your shares will be sold at
the next share price calculated after your order is received and accepted.
Share price is normally calculated at 12:00 noon and 4:00 p.m. Eastern
time.
TO SELL SHARES THROUGH YOUR FIDELITY ULTRA SERVICE OR FIDELITYPLUS ACCOUNT,
call 1-800-544-6262 to receive a handbook with instructions.
IF YOU ARE SELLING SOME BUT NOT ALL OF YOUR SHARES, leave at least $1,000
worth of shares in the account to keep it open. 
TO SELL SHARES BY BANK WIRE OR FIDELITY MONEY LINE, you will need to sign
up for these services in advance. 
CERTAIN REQUESTS MUST INCLUDE A SIGNATURE GUARANTEE. It is designed to
protect you and Fidelity from fraud. Your request must be made in writing
and include a signature guarantee if any of the following situations apply: 
(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
that follows. 
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   
 
 
<TABLE>
<CAPTION>
<S>                                              <C>                   <C>                                                    
Phone 1-800-544-777 (phone_graphic)              All account types     (small solid bullet) Maximum check request:            
                                                                       $100,000.                                              
                                                                       (small solid bullet) For Money Line transfers to       
                                                                       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                         
                                                 Trust                 names appear on the                                    
                                                                       account.                                               
                                                                       (small solid bullet) The trustee must sign the         
                                                                       letter indicating capacity as                          
                                                 Business or           trustee. If the trustee's name                         
                                                 Organization          is not in the account                                  
                                                                       registration, provide a copy of                        
                                                                       the trust document certified                           
                                                                       within the last 60 days.                               
                                                                       (small solid bullet) At least one person               
                                                 Executor,             authorized by corporate                                
                                                 Administrator,        resolution to act on the                               
                                                 Conservator,          account must sign the letter.                          
                                                 Guardian              (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     
                                                                       feature before using it. To                            
                                                                       verify that it is in place, call                       
                                                                       1-800-544-6666. Minimum                                
                                                                       wire: $5,000.                                          
                                                                       (small solid bullet) For wire redemptions              
                                                                       processed at the 12:00 noon                            
                                                                       Eastern time NAV, federal                              
                                                                       funds will be wired to your                            
                                                                       bank that day.                                         
                                                                       (small solid bullet) Your wire redemption request      
                                                                       must be received by Fidelity                           
                                                                       before 4:00 p.m. Eastern                               
                                                                       time for money to be wired                             
                                                                       on the next business day.                              
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                     <C>                 <C>                                                  
Check (check_graphic)   All account types   (small solid bullet) All account owners must sign    
                                            a signature card to receive a                        
                                            checkbook.                                           
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                                             <C>   <C>   
(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired: 1-800-544-0118               
 
</TABLE>
 
INVESTOR SERVICES
Fidelity provides a variety of services to help you manage your account.
INFORMATION SERVICES
FIDELITY'S TELEPHONE REPRESENTATIVES are available 24 hours a day, 365 days
a year. Whenever you call, you can speak with someone equipped to provide
the information or service you need.
STATEMENTS AND REPORTS that Fidelity sends to you include the following:
(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 and
prospectuses 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, prospectuses, 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.
Exchanges 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 .
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 services that let you transfer money into your fund
account, or between fund accounts, automatically.
FIDELITY AUTOMATIC ACCOUNT BUILDERSM
TO MOVE MONEY FROM YOUR BANK ACCOUNT TO A FIDELITY FUND
MINIMUM      $100                   
 
FREQUENCY    Monthly or quarterly   
 
SETTING UP   Complete the           
             appropriate section    
             on the fund            
             application. For       
             existing accounts,     
             call 1-800-544-6666    
             for an application.    
 
DIRECT DEPOSIT 
TO SEND ALL OR A PORTION OF YOUR PAYCHECK OR GOVERNMENT CHECK TO A FIDELITY
FUND 
MINIMUM      $100                     
 
FREQUENCY    Every pay period         
 
SETTING UP   Check the                
             appropriate box on       
             the fund application,    
             or call                  
             1-800-544-6666 for       
             an authorization form.   
 
FIDELITY AUTOMATIC EXCHANGE SERVICE
TO MOVE MONEY FROM A FIDELITY MONEY MARKET FUND TO ANOTHER FIDELITY FUND 
MINIMUM      $100                     
 
FREQUENCY    Monthly, bimonthly,      
             quarterly, or annually   
 
SETTING UP   To establish, call       
             1-800-544-6666 after     
             both accounts are        
             opened.                  
 
SHAREHOLDER AND ACCOUNT POLICIES
 
 
DIVIDENDS, CAPITAL GAINS, AND TAXES 
The fund distributes substantially all of its net investment income and
capital gains, if any, to shareholders each year. Income dividends are
declared daily and paid monthly. 
DISTRIBUTION OPTIONS 
When you open an account, specify on your application how you want to
receive your distributions. If the option you prefer is not listed on the
application, call 1-800-544-6666 for instructions. The fund offers three
options: 
1. REINVESTMENT OPTION. Your dividend and capital gain distributions, if
any, will be automatically reinvested in additional shares of the fund. If
you do not indicate a choice on your application, you will be assigned this
option. 
2. CASH OPTION. You will be sent a check for your dividend and capital gain
distributions, if any. 
3. DIRECTED DIVIDENDS(registered trademark) OPTION. Your dividend and
capital gain distributions, if any, will be automatically invested in
another identically registered Fidelity fund.
Dividends will be reinvested at the fund's NAV on the last day of the
month. Capital gain distributions, if any, will be reinvested at the NAV as
of the record date of the distribution. The mailing of distribution checks
will begin within seven days.
TAXES
As with any investment, you should consider how an investment in a tax-free
fund could affect you. Below are some of the fund's tax implications. 
Interest income that the fund earns is distributed to shareholders as
income dividends. Interest that is federally tax-free remains tax-free when
it is distributed.
UNDERSTANDING
DISTRIBUTIONS
As a fund shareholder, you 
are entitled to your share of 
the fund's net income and 
gains on its investments. The 
fund passes its earnings 
along to its investors as 
DISTRIBUTIONS.
The fund earns interest from 
its investments. These are 
passed along as DIVIDEND 
DISTRIBUTIONS. The fund may 
realize capital gains if it sells 
securities for a higher price 
than it paid for them. These 
are passed along as CAPITAL 
GAIN DISTRIBUTIONS. Money 
market funds usually don't 
make capital gain 
distributions.
(checkmark)
However, gain on the sale of tax-free bonds results in taxable
distributions. Short-term capital gains and a portion of the gain on bonds
purchased at a discount are taxed as dividends. Long-term capital gain
distributions are taxed as long-term capital gains. These distributions are
taxable when they are paid, whether you take them in cash or reinvest them.
However, distributions declared in December and paid in January are taxable
as if they were paid on December 31. Fidelity will send you and the IRS a
statement showing the tax status of the distributions paid to you in the
previous year.
The interest from some municipal securities is subject to the federal
alternative minimum tax. The fund may invest up to 100% of its assets in
these securities. Individuals who are subject to the tax must report this
interest on their tax returns.
A portion of the fund's dividends may be free from state or local taxes.
Income from investments in your state are often tax-free to you. Each year,
Fidelity will send you a breakdown of the fund's income from each state to
help you calculate your taxes.
During fiscal year ended    October 31    , 1996,    100    % of the fund's
income dividends was free from federal income tax.    3.9    % of the
fund's income dividends was subject to the federal alternative minimum tax.
TRANSACTION DETAILS 
THE FUND IS OPEN FOR BUSINESS each day the New York Stock Exchange (NYSE)
is open. Fidelity normally calculates the fund's NAV as of 12:00 noon
Eastern time, and again as of the close of business of the NYSE, normally
4:00 p.m. Eastern time.
THE FUND'S NAV is the value of a single share. The NAV is computed by
adding the value of the fund's investments, cash, and other assets,
subtracting its liabilities, and then dividing the result by the number of
shares outstanding. 
Like most money market funds, the fund values the securities it owns on the
basis of amortized cost. This method minimizes the effect of changes in a
security's market value and helps the fund to maintain a stable $1.00 share
price.
THE FUND'S OFFERING PRICE (price to buy one share) and REDEMPTION PRICE
(price to sell one share) are its NAV. 
YOU MAY INITIATE MANY TRANSACTIONS BY TELEPHONE. Fidelity may only be
liable for losses resulting from unauthorized transactions if it does not
follow reasonable procedures designed to verify the identity of the caller.
Fidelity will request personalized security codes or other information, and
may also record calls. You should verify the accuracy of your confirmation
statements immediately after you receive them. If you do not want the
ability to redeem and exchange by telephone, call Fidelity for
instructions.
IF YOU ARE UNABLE TO REACH FIDELITY BY PHONE (for example, during periods
of unusual market activity), consider placing your order by mail or by
visiting a Fidelity Investor Center. 
THE FUND RESERVES THE RIGHT TO SUSPEND THE OFFERING OF SHARES for a period
of time. The fund also reserves the right to reject any specific purchase
order, including certain purchases by exchange. See "Exchange Restrictions"
on page . Purchase orders may be refused if, in FMR's opinion, they would
disrupt management of the fund.
WHEN YOU PLACE AN ORDER TO BUY SHARES, your order will be processed at the
next offering price calculated after your order is received and accepted.
Note the following: 
(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) The 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 the fund or its
transfer agent has incurred.
(small solid bullet) Shares purchased by 12:00 noon Eastern time will earn
the dividend declared that day, shares purchased by 4:00 p.m. Eastern time
begin to earn dividends on the following business day.
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. 
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 the fund, it may take up to seven days to pay you. 
(small solid bullet) Shares redeemed before 12:00 noon Eastern time do not
earn the dividend declared on the date of redemption.
(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) The fund may hold payment on redemptions until it is
reasonably satisfied that investments made by check or Fidelity Money Line
have been collected, which can take up to seven business days.
(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.
FIDELITY RESERVES THE RIGHT TO DEDUCT AN ANNUAL MAINTENANCE FEE of $12.00
from accounts with a value of less than $2,500, subject to an annual
maximum charge of $60.00 per shareholder. It is expected that accounts will
be valued on the second Friday in November of each year. Accounts opened
after September 30 will not be subject to the fee for that year. The fee,
which is payable to the transfer agent, is designed to offset in part the
relatively higher costs of servicing smaller accounts. The fee will not be
deducted from retirement accounts (except non-prototype retirement
accounts), accounts using regular investment plans, or if total assets in
Fidelity funds exceed $50,000. Eligibility for the $50,000 waiver is
determined by aggregating Fidelity mutual fund accounts maintained by FSC
or FBSI which are registered under the same social security number or which
list the same social security number for the custodian of a Uniform
Gifts/Transfers to Minors Act account.
IF YOUR ACCOUNT BALANCE FALLS BELOW $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 fund without reimbursement
from the fund. 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 the fund
for shares of other Fidelity funds. However, you should note the following:
(small solid bullet) The fund you are exchanging into must be
   availabl    e 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) The fund reserves the right to refuse exchange
purchases by any person or group if, in FMR's judgment, the fund would be
unable to invest the money effectively in accordance with its investment
objective and policies, or would otherwise potentially be adversely
affected.
(small solid bullet) Your exchanges may be restricted or refused if the
fund receives or anticipates simultaneous orders affecting significant
portions of the fund's assets. In particular, a pattern of exchanges that
coincides with a "market timing" strategy may be disruptive to the fund.
Although the fund will attempt to give you prior notice whenever it is
reasonably able to do so, it may impose these restrictions at any time. The
fund reserves the right to terminate or modify the exchange privilege in
the future. 
OTHER FUNDS MAY HAVE DIFFERENT EXCHANGE RESTRICTIONS, and may impose
administrative fees of up to $7.50 and redemption fees of up to 1.50% on
exchanges. Check each fund's prospectus for details.
 
This prospectus is printed on recycled paper using soy-based inks.
FIDELITY MUNICIPAL MONEY MARKET FUND
A FUND OF FIDELITY BEACON STREET TRUST
STATEMENT OF ADDITIONAL INFORMATION
DECEMBER 20, 1996
This Statement is not a prospectus but should be read in conjunction with
the fund's current Prospectus (dated December 20, 1996). Please retain this
document for future reference. The fund's financial statements and
financial highlights, included in the Annual Report for the fiscal year
ended October 31, 1996, are incorporated herein by reference. To obtain an
additional copy of the Prospectus or the Annual Report, please call
Fidelity Distributors Corporation at 1-800-544-8888.
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 Contract                                     
 
Distribution and Service Plan                           
 
Contracts with FMR Affiliates                           
 
Description of the Trust                                
 
Financial Statements                                    
 
Appendix                                                
 
INVESTMENT ADVISER
Fidelity Management & Research Company (FMR)
INVESTMENT SUB-ADVISER
FMR Texas Inc. (FMR Texas) 
DISTRIBUTOR
Fidelity Distributors Corporation (FDC)
TRANSFER AGENT 
UMB Bank, n.a. (UMB ) and Fidelity Service Co. (FSC)
 
MMM-ptb-1296
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 the fund's assets that may be
invested in any security or other asset, or sets forth a policy regarding
quality standards, such standard or percentage limitation will be
determined immediately after and as a result of the fund's acquisition of
such security or other asset. Accordingly, any subsequent change in values,
net assets, or other circumstances will not be considered when determining
whether the investment complies with the fund's investment policies and
limitations.
The 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 listed below,
the investment policies and limitations described in this Statement of
Additional Information are not fundamental and may be changed without
shareholder approval. THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT
LIMITATIONS SET FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(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) make short sales of securities;
(4) purchase any securities on margin, except for such short-term credits
as are necessary for the clearance of transactions;
(5) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(6) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
(7) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities, or tax-exempt obligations issued or guaranteed by a U.S.
territory or possession or a state or local government, or a political
subdivision of any of the foregoing) if, as a result, more than 25% of the
fund's total assets would be invested in the securities of companies whose
principal business activities are in the same industry;
(8) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(9) purchase or sell commodities or commodity contracts;
(10) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties (but this limit
does not apply to purchases of debt securities or to repurchase
agreements); or
(11) invest in oil, gas, or other mineral exploration or development
programs.
(12) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company with substantially the same
fundamental investment objective, policies, and limitations as the fund.
THE FOLLOWING LIMITATIONS ARE NOT FUNDAMENTAL, AND MAY BE CHANGED WITHOUT
SHAREHOLDER APPROVAL.
(i) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (5)). The fund will not
purchase any security while borrowings representing more than 5% of its
total assets are outstanding. The fund will not borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.
(ii) 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.
(iii) The fund does not currently intend to purchase or sell futures
contracts or call options. This limitation does not apply to options
attached to, or acquired or traded together with, their underlying
securities, and does not apply to securities that incorporate features
similar to options or futures contracts.
(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 (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 (i) securities received as dividends, through
offers of exchange, or as a result of a reorganization, consolidation, or
merger, or (ii) to securities of other open-end investment companies
managed by FMR or a successor or affiliate purchased pursuant to an
exemptive order granted by the SEC.
(vi) 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.
(vii) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
(viii) 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.
(ix) The fund does not currently intend to invest all of its assets in the
securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
For purposes of limitation (vi), pass-through entities and other special
purpose vehicles or pools of financial assets, such as issuers of
asset-backed securities or investment companies, are not considered
"business enterprises."
   For purposes of limitation (1), certain securities subject to credit
guarantees or puts from third parties are not considered securities of
their issuer in accordance with industry standard requirements for money
market funds. For purposes of limitation (1) and (7), FMR identifies the
issuer of a security depending on its terms and conditions. In the case of
identifying the issuer, FMR will consider the entity or entities
responsible for payment of interest and repayment of principal and the
source of such payments; the way in which assets and revenues of an issuing
political subdivision are separated from those of other political entities;
and whether a government or other entity is guaranteeing the security.    
For the fund's policies on quality and maturity, see the section entitled
"Quality and Maturity" on page .
AFFILIATED BANK TRANSACTIONS. The 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 (1940 Act).
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 (SEC), the Board of Trustees has established and
periodically reviews procedures applicable to transactions involving
affiliated financial institutions.
DELAYED-DELIVERY TRANSACTIONS. The fund may buy and sell securities on a
delayed-delivery or when-issued basis. These transactions involve a
commitment by the fund to purchase or sell specific securities at a
predetermined price or yield, with payment and delivery taking place after
the customary settlement period for that type of security. Typically, no
interest accrues to the purchaser until the security is delivered.
When purchasing securities on a delayed-delivery basis, the fund assumes
the rights and risks of ownership, including the risk of price and yield
fluctuations. Because the fund is not required to pay for securities until
the delivery date, these risks are in addition to the risks associated with
the fund's other investments. If the fund remains substantially fully
invested at a time when delayed-delivery purchases are outstanding, the
delayed-delivery purchases may result in a form of leverage. When
delayed-delivery purchases are outstanding, the fund will set aside
appropriate liquid assets in a segregated custodial account to cover its
purchase obligations. When the fund has sold a security on a
delayed-delivery basis, the fund does not participate in further gains or
losses with respect to the security. If the other party to a
delayed-delivery transaction fails to deliver or pay for the securities,
the fund could miss a favorable price or yield opportunity, or could suffer
a loss.
The 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. 
FEDERALLY TAXABLE OBLIGATIONS. Under normal conditions, the fund does not
intend to invest in securities whose interest is federally taxable.
However, from time to time on a temporary basis, the fund may invest a
portion of its assets in fixed-income obligations whose interest is subject
to federal income tax.
Should the fund invest in federally taxable obligations, it would purchase
securities that, in FMR's judgment, are of high quality. These obligations
would include those issued or guaranteed by the U.S. government or its
agencies or instrumentalities and repurchase agreements backed by such
obligations.
Proposals to restrict or eliminate the federal income tax exemption for
interest on municipal obligations are introduced before Congress from time
to time. Proposals also may be introduced before state legislatures that
would affect the state tax treatment of the fund's distributions. If such
proposals were enacted, the availability of municipal obligations and the
value of the fund's holdings would be affected and the Trustees would
reevaluate the fund's investment objective and policies. 
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 the fund's investments and, through reports from FMR, the
Board monitors investments in illiquid instruments. In determining the
liquidity of the fund's investments, FMR may consider various factors,
including (1) the frequency of trades and quotations, (2) the number of
dealers and prospective purchasers in the marketplace, (3) dealer
undertakings to make a market, (4) the nature of the security (including
any demand or tender features), and (5) the nature of the marketplace for
trades (including the ability to assign or offset the fund's rights and
obligations relating to the investment).
FMR may determine some restricted securities and municipal lease
obligations to be illiquid.
In the absence of market quotations, illiquid investments are valued for
purposes of monitoring amortized cost valuation at fair value as determined
in good faith by a committee appointed by the Board of Trustees. If through
a change in values, net assets, or other circumstances, the fund were in a
position where more than 10% of its net assets was invested in illiquid
securities, it would seek to take appropriate steps to protect liquidity.
INTERFUND BORROWING AND LENDING PROGRAM. Pursuant to an exemptive order
issued by the SEC, the fund has received permission to lend money to, and
borrow money from, other funds advised by FMR or its affiliates, but it
currently intends to participate in this program only as a borrower.
Interfund borrowings normally extend overnight, but can have a maximum
duration of seven days.    The     fund will borrow through the program
only when the costs are equal to or lower than the costs of bank loans.
Loans may be called on one day's notice, and    the     fund may have to
borrow from a bank at a higher interest rate if an interfund loan is called
or not renewed.
MARKET DISRUPTION RISK. The value of municipal securities may be affected
by uncertainties in the municipal market related to legislation or
litigation involving the taxation of municipal securities or the rights of
municipal securities holders in the event of a bankruptcy. Municipal
bankruptcies are relatively rare, and certain provisions of the U.S.
Bankruptcy Code governing such bankruptcies are unclear and remain
untested. Further, the application of state law to municipal issuers could
produce varying results among the states or among municipal securities
issuers within a state. These legal uncertainties could affect the
municipal securities market generally, certain specific segments of the
market, or the relative credit quality of particular securities. Any of
these effects could have a significant impact on the prices of some or all
of the municipal securities held by a fund, making it more difficult for
the fund to maintain a stable net asset value per share.
MONEY MARKET SECURITIES are high-quality, short-term obligations. Some
money market securities employ a trust or other similar structure to modify
the maturity, price characteristics, or quality of financial assets. For
example, put features can be used to modify the maturity of a security or
interest rate adjustment features can be used to enhance price stability.
If the structure does not perform as intended, adverse tax or investment
consequences may result. Neither the Internal Revenue Service (IRS) nor any
other regulatory authority has ruled definitively on certain legal issues
presented by structured securities. Future tax or other regulatory
determinations could adversely affect the value, liquidity, or tax
treatment of the income received from these securities or the nature and
timing of distributions made by the fund. 
MUNICIPAL SECTORS:
ELECTRIC UTILITIES. The electric utilities industry has been experiencing,
and will continue to experience, increased competitive pressures. Federal
legislation in the last two years will open transmission access to any
electricity supplier, although it is not presently known to what extent
competition will evolve. Other risks include: (a) the availability and cost
of fuel, (b) the availability and cost of capital, (c) the effects of
conservation on energy demand, (d) the effects of rapidly changing
environmental, safety, and licensing requirements, and other federal,
state, and local regulations, (e) timely and sufficient rate increases, and
(f) opposition to nuclear power.
HEALTH CARE. The health care industry is subject to regulatory action by a
number of private and governmental agencies, including federal, state, and
local governmental agencies. A major source of revenues for the health care
industry is payments from the Medicare and Medicaid programs. As a result,
the industry is sensitive to legislative changes and reductions in
governmental spending for such programs. Numerous other factors may affect
the industry, such as general and local economic conditions; demand for
services; expenses (including malpractice insurance premiums); and
competition among health care providers. In the future, the following
elements may adversely affect health care facility operations: adoption of
legislation proposing a national health insurance program; other state or
local health care reform measures; medical and technological advances which
dramatically alter the need for health services or the way in which such
services are delivered; changes in medical coverage which alter the
traditional fee-for-service revenue stream; and efforts by employers,
insurers, and governmental agencies to reduce the costs of health insurance
and health care services.
HOUSING. Housing revenue bonds are generally issued by a state, county,
city, local housing authority, or other public agency. They generally are
secured by the revenues derived from mortgages purchased with the proceeds
of the bond issue. It is extremely difficult to predict the supply of
available mortgages to be purchased with the proceeds of an issue or the
future cash flow from the underlying mortgages. Consequently, there are
risks that proceeds will exceed supply, resulting in early retirement of
bonds, or that homeowner repayments will create an irregular cash flow.
Many factors may affect the financing of multi-family housing projects,
including acceptable completion of construction, proper management,
occupancy and rent levels, economic conditions, and changes to current laws
and regulations.
EDUCATION. In general, there are two types of education-related bonds;
those issued to finance projects for public and private colleges and
universities, and those representing pooled interests in student loans.
Bonds issued to supply educational institutions with funds are subject to
the risk of unanticipated revenue decline, primarily the result of
decreasing student enrollment or decreasing state and federal funding.
Among the factors that may lead to declining or insufficient revenues are
restrictions on students' ability to pay tuition, availability of state and
federal funding, and general economic conditions. Student loan revenue
bonds are generally offered by state (or substate) authorities or
commissions and are backed by pools of student loans. Underlying student
loans may be guaranteed by state guarantee agencies and may be subject to
reimbursement by the United States Department of Education through its
guaranteed student loan program. Others may be private, uninsured loans
made to parents or students which are supported by reserves or other forms
of credit enhancement. Recoveries of principal due to loan defaults may be
applied to redemption of bonds or may be used to re-lend, depending on
program latitude and demand for loans. Cash flows supporting student loan
revenue bonds are impacted by numerous factors, including the rate of
student loan defaults, seasoning of the loan portfolio, and student
repayment deferral periods of forbearance. Other risks associated with
student loan revenue bonds include potential changes in federal legislation
regarding student loan revenue bonds, state guarantee agency reimbursement
and continued federal interest and other program subsidies currently in
effect.
WATER AND SEWER. Water and sewer revenue bonds are often considered to have
relatively secure credit as a result of their issuer's importance, monopoly
status, and generally unimpeded ability to raise rates. Despite this, lack
of water supply due to insufficient rain, run-off, or snow pack is a
concern that has led to past defaults. Further, public resistance to rate
increases, costly environmental litigation, and Federal environmental
mandates are challenges faced by issuers of water and sewer bonds.
TRANSPORTATION. Transportation debt may be issued to finance the
construction of airports, toll roads, highways, or other transit
facilities. Airport bonds are dependent on the general stability of the
airline industry and on the stability of a specific carrier who uses the
airport as a hub. Air traffic generally follows broader economic trends and
is also affected by the price and availability of fuel. Toll road bonds are
also affected by the cost and availability of fuel as well as toll levels,
the presence of competing roads and the general economic health of an area.
Fuel costs and availability also affect other transportation-related
securities, as do the presence of alternate forms of transportation, such
as public transportation.
MUNICIPAL LEASES and participation interests therein may take the form of a
lease, an installment purchase, or a conditional sale contract and are
issued by state and local governments and authorities to acquire land or a
wide variety of equipment and facilities. Generally, the fund will not hold
such obligations directly as a lessor of the property, but will purchase a
participation interest in a municipal obligation from a bank or other third
party. A participation interest gives the fund a specified, undivided
interest in the obligation in proportion to its purchased interest in the
total amount of the obligation.
Municipal leases frequently have risks distinct from those associated with
general obligation or revenue bonds. State constitutions and statutes set
forth requirements that states or municipalities must meet to incur debt.
These may include voter referenda, interest rate limits, or public sale
requirements. Leases, installment purchases, or conditional sale contracts
(which normally provide for title to the leased asset to pass to the
governmental issuer) have evolved as a means for governmental issuers to
acquire property and equipment without meeting their constitutional and
statutory requirements for the issuance of debt. Many leases and contracts
include "non-appropriation clauses" providing that the governmental issuer
has no obligation to make future payments under the lease or contract
unless money is appropriated for such purposes by the appropriate
legislative body on a yearly or other periodic basis. Non-appropriation
clauses free the issuer from debt issuance limitations. 
PUT FEATURES entitle the holder to sell a security back to the issuer or a
third party at any time or at specified intervals. They are subject to the
risk that the put provider is unable to honor the put feature (purchase the
security). Put providers often support their ability to buy securities on
demand by obtaining letters of credit or other guarantees from other
entities. Demand features, standby commitments, and tender options are
types of put features.
QUALITY AND MATURITY. Pursuant to procedures adopted by the Board of
Trustees, the fund may purchase only high-quality securities that FMR
believes present minimal credit risks. To be considered high quality, a
security must be rated in accordance with applicable rules in one of the
two highest categories for short-term securities by at least two nationally
recognized rating services (or by one, if only one rating service has rated
the security); or, if unrated, judged to be of equivalent quality by FMR.
High-quality securities are divided into "first tier" and "second tier"
securities. First tier securities are those deemed to be in the highest
rating category (e.g., Standard & Poor's A-1 or SP-1), and second tier
securities are those deemed to be in the second highest rating category
(e.g., Standard & Poor's A-2 or SP-2).
The fund currently intends to limit its investments to securities with
remaining maturities of 397 days or less, and to maintain a dollar-weighted
average maturity of 90 days or less. When determining the maturity of a
security, the fund may look to an interest rate reset or demand feature.
REPURCHASE AGREEMENTS. In a repurchase agreement, the fund purchases a
security and simultaneously commits to sell that security back to the
original seller at an agreed-upon price. The resale price reflects the
purchase price plus an agreed-upon incremental amount which is unrelated to
the coupon rate or maturity of the purchased security. To protect the fund
from risk that the original seller will not fulfill its obligation, the
securities are held in an account of the fund at a bank, marked-to-market
daily, and maintained at a value at least equal to the sale price plus the
accrued incremental amount. While it does not presently appear possible to
eliminate all risks from these transactions (particularly the possibility
that the value of the underlying security will be less than the resale
price, as well as delays and costs to the fund in connection with
bankruptcy proceedings), it is the fund's current policy to engage in
repurchase agreement transactions with parties whose creditworthiness has
been reviewed and found satisfactory by FMR.
RESTRICTED SECURITIES generally can be sold in privately negotiated
transactions, pursuant to an exemption from registration under the
Securities Act of 1933, or in a registered public offering. Where
registration is required, the fund may be obligated to pay all or part of
the registration expense and a considerable period may elapse between the
time it decides to seek registration and the time it may be permitted to
sell a security under an effective registration statement. If, during such
a period, adverse market conditions were to develop, the fund might obtain
a less favorable price than prevailed when it decided to seek registration
of the security. However, in general, the fund anticipates holding
restricted securities to maturity or selling them in an exempt transaction.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, the fund
sells a portfolio instrument to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase the instrument
at a particular price and time. While a reverse repurchase agreement is
outstanding, the fund will maintain appropriate liquid assets in a
segregated custodial account to cover its obligation under the agreement.
The fund will enter into reverse repurchase agreements only with parties
whose creditworthiness has been found satisfactory by FMR. Such
transactions may increase fluctuations in the market value of the fund's
assets and may be viewed as a form of leverage.
SOURCES OF CREDIT OR LIQUIDITY SUPPORT. FMR may rely on its evaluation of
the credit of a bank or    other     entity in determining whether to
purchase a security supported by a letter of credit guarantee,    put or
demand feature,     insurance or other source of credit or liquidity. In
evaluating the credit of a foreign bank or other foreign entities, FMR will
consider whether adequate public information about the entity is available
and whether the entity may be subject to unfavorable political or economic
developments, currency controls, or other government restrictions that
might affect its ability to honor its commitment.
VARIABLE AND FLOATING RATE SECURITIES provide for periodic adjustments of
the interest rate paid on the security. Variable rate securities provide
for a specified periodic adjustment in the interest rate, while floating
rate securities have interest rates that change whenever there is a change
in a designated benchmark rate. Some variable or floating rate securities
have put features.
ZERO COUPON BONDS do not make regular interest payments. Instead, they are
sold at a deep discount from their face value and are redeemed at face
value when they mature. Because zero coupon bonds do not pay current
income, their prices can be very volatile when interest rates change. In
calculating its daily dividend, the fund takes into account as income a
portion of the difference between a zero coupon bond's purchase price and
its face value.
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed on
behalf of the fund by FMR pursuant to authority contained in the fund's
management contract. FMR has granted investment management authority to the
sub-adviser (see the section entitled "Management Contract"), and the
sub-adviser is authorized to place orders for the purchase and sale of
portfolio securities, and will do so in accordance with the policies
described below. 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. Securities purchased and sold by the
fund generally will be traded on a net basis (i.e., without commission). 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 fund may execute portfolio transactions with broker-dealers who provide
research and execution services to the fund or other accounts over which
FMR or its affiliates exercise investment discretion. Such services may
include advice concerning the value of securities; the advisability of
investing in, purchasing, or selling securities; and the availability of
securities or the purchasers or sellers of securities. In addition, such
broker-dealers may furnish analyses and reports concerning issuers,
industries, securities, economic factors and trends, portfolio strategy,
and performance of accounts; effect securities transactions, and perform
functions incidental thereto (such as clearance and settlement). FMR
maintains a listing of broker-dealers who provide such services on a
regular basis. However, as many transactions on behalf of the fund are
placed with broker-dealers (including broker-dealers on the list) without
regard to the furnishing of such services, it is not possible to estimate
the proportion of such transactions directed to such broker-dealers solely
because such services were provided. 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 fund may be useful to FMR in rendering investment management
services to the fund or its other clients, and conversely, such research
provided by broker-dealers who have executed transaction orders on behalf
of other FMR clients may be useful to FMR in carrying out its obligations
to the fund. The receipt of such research has not reduced FMR's normal
independent research activities; however, it enables FMR to avoid the
additional expenses that could be incurred if FMR tried to develop
comparable information through its own efforts.
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 the
fund to pay such higher commissions, FMR must determine in good faith that
such commissions are reasonable in relation to the value of the brokerage
and research services provided by such executing broker-dealers, viewed in
terms of a particular transaction or FMR's overall responsibilities to the
fund and its other clients. In reaching this determination, FMR will not
attempt to place a specific dollar value on the brokerage and research
services provided, or to determine what portion of the compensation should
be related to those services.
FMR is authorized to use research services provided by and to place
portfolio transactions with brokerage firms that have provided assistance
in the distribution of shares of the fund, or shares of other Fidelity
funds to the extent permitted by law. FMR may use research services
provided by and place agency transactions with Fidelity Brokerage Services,
Inc. (FBSI), a subsidiary of FMR Corp., if the commissions are fair,
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 requirements, the Board of Trustees has
authorized FBSI to execute portfolio transactions on national securities
exchanges in accordance with approved procedures and applicable SEC rules.
The Trustees periodically review FMR's performance of its responsibilities
in connection with the placement of portfolio transactions on behalf of the
fund and review the commissions paid by the fund over representative
periods of time to determine if they are reasonable in relation to the
benefits to the fund.
For fiscal    years ended October 31,     1996   , 1995, and 1994    , the
fund paid    no     brokerage commissions. 
From time to time the Trustees will review whether the recapture for the
benefit of the fund of some portion of the brokerage commissions or similar
fees paid by the fund on portfolio transactions is legally permissible and
advisable. The fund seeks to recapture soliciting broker-dealer fees on the
tender of portfolio securities, but at present no other recapture
arrangements are in effect. The Trustees intend to continue to review
whether recapture opportunities are available and are legally permissible
and, if so, to determine in the exercise of their business judgment whether
it would be advisable for the fund to seek such recapture.
Although the Trustees and officers of the fund are substantially the same
as those of other funds managed by FMR, investment decisions for the fund
are made independently from those of other funds managed by FMR or accounts
managed by FMR affiliates. It sometimes happens that the same security is
held in the portfolio of more than one of these funds or accounts.
Simultaneous transactions are inevitable when several funds and 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 for each fund. In
some cases this system could have a detrimental effect on the price or
value of the security as far as the fund is concerned. In other cases,
however, the ability of the fund to participate in volume transactions will
produce better executions and prices for the fund. It is the current
opinion of the Trustees that the desirability of retaining FMR as
investment adviser to the fund outweighs any disadvantages that may be said
to exist from exposure to simultaneous transactions.
VALUATION OF PORTFOLIO SECURITIES
   FSC normally determines the fund's NAV at 12:00 noon and 4 p.m. Eastern
time. The valuation of portfolio securities is determined as of this time
for the purpose of computing the fund's NAV.    
   Portfolio securities and other assets are valued on the basis of
amortized cost. This technique involves initially valuing an instrument at
its cost as adjusted for amortization of premium or accretion of discount
rather than its current market value. The amortized cost value of an
instrument may be higher or lower than the price the fund would receive if
it sold the instrument.    
   During periods of declining interest rates, the fund's yield based on
amortized cost valuation may be higher than would result if the fund used
market valuations to determine its NAV. The converse would apply during
periods of rising interest rates.    
   Valuing the fund's investments on the basis of amortized cost and use of
the term "money market fund" are permitted pursuant to Rule 2a-7 under the
1940 Act. The fund must adhere to certain conditions under Rule 2a-7, as
summarized in the section entitled "Quality and Maturity" on page .    
   The Board of Trustees oversees FMR's adherence to the provisions of Rule
2a-7 and has established procedures designed to stabilize the fund's NAV at
$1.00. At such intervals as they deem appropriate, the Trustees consider
the extent to which NAV calculated by using market valuations would deviate
from $1.00 per share. If the Trustees believe that a deviation from the
fund's amortized cost per share may result in material dilution or other
unfair results to shareholders, the Trustees have agreed to take such
corrective action, if any, as they deem appropriate to eliminate or reduce,
to the extent reasonably practicable, the dilution or unfair results. Such
corrective action could include selling portfolio instruments prior to
maturity to realize capital gains or losses or to shorten average portfolio
maturity; withholding dividends; redeeming shares in kind; establishing NAV
by using available market quotations; and such other measures as the
Trustees may deem appropriate.    
PERFORMANCE
The fund may quote performance in various ways. All performance information
supplied by the fund in advertising is historical and is not intended to
indicate future returns. The fund's yield and total return fluctuate in
response to market conditions and other factors.
YIELD CALCULATIONS. To compute the fund's yield for a period, the net
change in value of a hypothetical account containing one share reflects the
value of additional shares purchased with dividends from the one original
share and dividends declared on both the original share and any additional
shares. The net change is then divided by the value of the account at the
beginning of the period to obtain a base period return. This base period
return is annualized to obtain a current annualized yield. The fund also
may calculate an effective yield by compounding the base period return over
a one-year period. In addition to the current yield, the fund may quote
yields in advertising based on any historical seven-day period. Yields for
the fund are calculated on the same basis as other money market funds, as
required by applicable regulations.
Yield information may be useful in reviewing the fund's performance and in
providing a basis for comparison with other investment alternatives.
However, the fund's yield fluctuates, unlike investments that pay a fixed
interest rate over a stated period of time. When comparing investment
alternatives, investors should also note the quality and maturity of the
portfolio securities of respective investment companies they have chosen to
consider.
Investors should recognize that in periods of declining interest rates the
fund's yield will tend to be somewhat higher than prevailing market rates,
and in periods of rising interest rates the fund's yield will tend to be
somewhat lower. Also, when interest rates are falling, the inflow of net
new money to the fund from the continuous sale of its shares will likely be
invested in instruments producing lower yields than the balance of the
fund's holdings, thereby reducing the fund's current yield. In periods of
rising interest rates, the opposite can be expected to occur.
The fund's tax-equivalent yield is the rate an investor would have to earn
from a fully taxable investment before taxes to equal the fund's tax-free
yield. Tax-equivalent yields are calculated by dividing the fund's yield by
the result of one minus a stated federal    income     tax rate. If only a
portion of the fund's yield is tax-exempt, only that portion is adjusted in
the calculation.
The following table shows the effect of a shareholder's tax status on
effective yield under    expected     federal income tax laws for 1997. It
shows the approximate yield a taxable security must provide at various
income brackets to produce after-tax yields equivalent to those of
hypothetical tax-exempt obligations yielding from    2    % to    7    %.
Of course, no assurance can be given that the fund will achieve any
specific tax-exempt yield. While the fund invests principally in
obligations whose interest is exempt from federal income tax, other income
received by the fund may be taxable.
   EXPECTED+ 1997 TAX RATES AND TAX-EQUIVALENT YIELDS    
 
<TABLE>
<CAPTION>
<S>                      <C>   <C>          <C>                                  <C>   <C>   <C>   <C>   <C>   
                               Federal      If individual tax-exempt yield is:                                 
 
   Taxable Income*                Tax        2%                                   3%    4%    5%    6%    7%   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>             <C>            <C>                <C>                                 <C>   <C>   <C>   <C>   <C>   <C>   
Single Return   Joint Return      Bracket**       Then taxable-equivalent yield is:                                       
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>          <C>   <C>          <C>         <C>   <C>          <C>     <C>      <C>     <C>     <C>     <C>     <C>      
 $ 0         -    $ 24,650    $ 0         -    $ 41,200    15.0%    2.35%   3.53%   4.71%   5.88%   7.06%    8.24%   
 
 $ 24,651    -    $ 59,750    $ 41,201    -    $ 99,600    28.0%    2.78%   4.17%   5.56%   6.94%   8.33%   9.72%    
 
 $ 59,750    -    $ 124,650   $ 99,601    -    $ 151,750   31.0%    2.90%   4.35%   5.80%   7.25%   8.70%   10.14%   
 
 $ 124,651   -    $ 271,050   $ 151,750   -    $ 271,050   36.0%    3.13%   4.69%   6.25%   7.81%   9.38%   10.94%   
 
 $ 271,050   +                $ 271,050   +                39.6%    3.31%   4.97%   6.62%   8.28%   9.93%   11.59%   
 
</TABLE>
 
+    The 1997 tax rates are not expected to be materially different from
the expected 1997 tax rates shown above.    
* Net amount subject to federal income tax after deductions and exemptions.
Assumes ordinary income only.
** Excludes the impact of the phaseout of personal exemptions, limitations
on itemized deductions, and other credits, exclusions, and adjustments
which may increase a taxpayer's marginal tax rate. An increase in a
shareholder's marginal tax rate would increase that shareholder's
tax-equivalent yield.
The fund may invest a portion of its assets in obligations that are subject
to federal income tax. When the fund invests in these obligations, its
tax-equivalent yields will be lower. In the table above, tax-equivalent
yields are calculated assuming investments are 100% federally tax-free.
TOTAL RETURN CALCULATIONS. Total returns quoted in advertising reflect all
aspects of the 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
the fund over a stated period, and then calculating the annually compounded
percentage rate that would have produced the same result if the rate of
growth or decline in value had been constant over the period. For example,
a cumulative total return of 100% over ten years would produce an average
annual total return of 7.18%, which is the steady annual rate of return
that would equal 100% growth on a compounded basis in ten years. While
average annual total returns are a convenient means of comparing investment
alternatives, investors should realize that the fund's performance is not
constant over time, but changes from year to year, and that average annual
total returns represent averaged figures as opposed to the actual
year-to-year performance of the fund.
In addition to average annual total returns, the fund may quote unaveraged
or cumulative total returns reflecting the simple change in value of an
investment over a stated period. 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 quoted 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.
HISTORICAL FUND RESULTS. The following table shows the fund's 7-day yields,
tax-equivalent yields, and total returns for the period ended October 31,
1996.
The tax-equivalent yield is based on a    36    % federal income tax rate.
Note that the fund may invest in securities whose income is subject to the
federal alternative minimum tax.
 
 
<TABLE>
<CAPTION>
<S><C>            <C>             <C>             <C>             <C>             <C>             <C>              <C>              
                  Average Annual Total Returns               Cumulative Total Returns               
 
  Seven-Day       Tax-            One             Five            Ten             One             Five                              
  Yield           Equivalent      Year            Years           Years           Year            Years            Ten              
                  Yield                                                                                            Years            
 
                                                                                                                                    
 
     3.19    %       4.98    %       3.17    %       2.87    %       3.94    %       3.17    %       15.19    %       47.21    %   
 
</TABLE>
 
The following table shows the income and capital elements of the fund's
cumulative total return. The table compares the fund's return to the record
of the Standard & Poor's 500    Index     (S&P 500   (registered
trademark)    ), the Dow Jones Industrial Average (DJIA), and the cost of
living    as measured by the Consumer Price Index (CPI),     over the same
period. The CPI information is as of the month end closest to the initial
investment date for    the     fund. The S&P 500 and DJIA comparisons are
provided to show how the fund's total return compared to the record of a
broad    unmanaged index     of common stocks and a narrower set of stocks
of major industrial companies, respectively, over the same period.
   Because     the fund invest invests in short-term fixed-income
securities, common stocks represent a different type of investment from the
fund. Common stocks generally offer greater growth potential than the fund,
but generally experience greater price volatility, which means greater
potential for loss. In addition, common stocks generally provide lower
income than a fixed-income investment such as the fund.    T    he S&P 500
and DJIA    returns     are based on the prices of unmanaged groups of
stocks and, unlike the fund's returns, do not include the effect of   
    brokerage commissions or other costs of investing.
   During the 10-year period ended October 31, 1996, a hypothetical $10,000
investment in Fidelity Municipal Money Market Fund would have grown to
$14,721 assuming all distributions were reinvested. This was a period of
fluctuating interest rates, 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. Tax consequences of
different investments have not been factored into the figures on the
following page.    
 
<TABLE>
<CAPTION>
<S>      <C>               <C>              <C>             <C>               <C>               <C>               <C>               
FIDELITY MUNICIPAL MONEY MARKET FUND                           INDICES               
 
Period   Value of          Value of         Value of        Total             S&P 500           DJIA              Cost of           
Ended    Initial           Reinvested       Reinvested      Value                                                 Living            
October 
31       $10,000           Dividend         Capital Gain                                                                            
         Investment        Distributions    Distributions                                                                           
 
                                                                                                                                    
 
                                                                                                                                    
 
                                                                                                                                   
 
1996     $    10,000          $ 4,721       $    0          $    14,721       $    39,291       $    43,713          $ 14,352       
 
1995     $    10,000          $ 4,269       $    0          $    14,269       $    31,662       $    33,740          $ 13,935       
 
1994     $    10,000          $ 3,789       $    0          $    13,789       $    25,041       $    27,043          $ 13,554       
 
   1993   $ 10,000          $ 3,475          $ 0             $ 13,475          $ 24,109          $ 24,786          $ 13,209       
 
   1992   $ 10,000          $ 3,181          $ 0             $ 13,181          $ 20,974          $ 21,104          $ 12,856       
 
   1991   $ 10,000          $ 2,780          $ 0             $ 12,780          $ 19,071          $ 19,495          $ 12,457       
 
   1990   $ 10,000          $ 2,211          $ 0             $ 12,211          $ 14,284          $ 14,987          $ 12,103       
 
   1989   $ 10,000          $ 1,560          $ 0             $ 11,560          $ 15,441          $ 15,617          $ 11,387       
 
   1988   $ 10,000          $ 910            $ 0             $ 10,910          $ 12,216          $ 12,225          $ 10,898       
 
   1987   $ 10,000          $ 412            $ 0             $ 10,412          $ 10,641          $ 10,943          $ 10,453       
 
</TABLE>
 
Explanatory Notes: With an initial investment of $10,000    in Fidelity
Municipal Money Market Fund     on October 31, 198   6    , 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 $   14,721    . 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 $   3,874 for dividends    .    The fund did not
distribute any capital gains during the period.    
PERFORMANCE COMPARISONS. The 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. Generally, Lipper rankings are based on total
return, assume reinvestment of distributions, do not take sales charges or
redemption fees into consideration, and are prepared without regard to tax
consequences. Lipper may also rank funds based on yield. In addition to the
mutual fund rankings, the 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 available from stock mutual
funds.
From time to time, the fund's performance may also be compared to other
mutual funds tracked by financial or business publications and periodicals.
For example, the fund may quote Morningstar, Inc. in its advertising
materials. Morningstar, Inc. is a mutual fund rating service that rates
mutual funds on the basis of risk-adjusted performance. Rankings that
compare the performance of Fidelity funds to one another in appropriate
categories over specific periods of time may also be quoted in advertising.
The 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, the
fund may offer greater liquidity or higher potential returns than CDs, the
fund does not guarantee your principal or your return, and fund shares are
not FDIC insured.
Fidelity may provide information designed to help individuals understand
their investment goals and explore various financial strategies. Such
information may include information about current economic, market, and
political conditions; materials that describe general principles of
investing, such as asset allocation, diversification, risk tolerance, and
goal setting; questionnaires designed to help create a personal financial
profile; worksheets used to project savings needs based on assumed rates of
inflation and hypothetical rates of return; and action plans offering
investment alternatives. Materials may also include discussions of
Fidelity's asset allocation funds and other Fidelity funds, products, and
services.
Ibbotson Associates of Chicago, Illinois (Ibbotson) provides historical
returns of the capital markets in the United States, including common
stocks, small capitalization stocks, long-term corporate bonds,
intermediate-term government bonds, long-term government bonds, Treasury
bills, the U.S. rate of inflation (based on the CPI), and combinations of
various capital markets. The performance of these capital markets is based
on the returns of different 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. 
The fund may compare its performance or the performance of securities in
which it may invest to averages published by IBC    Financial Data,
Inc.     of Ashland, Massachusetts. These averages assume reinvestment of
distributions.    IBC's     MONEY FUND    REPORT    
AVERAGES(trademark)/All Tax-Free, which is reported in    IBC's     MONEY
FUND REPORT(registered trademark), covers over    410     tax-free money
market funds. 
In advertising materials, Fidelity may reference or discuss its products
and services, which may include other Fidelity funds; retirement investing;
brokerage products and services; model portfolios or allocations; saving
for college or other goals; charitable giving; and the Fidelity credit
card. In addition, Fidelity may quote or reprint financial or business
publications and periodicals as they relate to current economic and
political conditions, fund management, portfolio composition, investment
philosophy, investment techniques, the desirability of owning a particular
mutual fund, and Fidelity services and products. Fidelity may also reprint,
and use as advertising and sales literature, articles from Fidelity Focus,
a quarterly magazine provided free of charge to Fidelity fund shareholders.
The fund may present its fund number, Quotron(trademark) number, and CUSIP
number, and discuss or quote its current portfolio manager.
As of October 31, 1996, FMR advised over $   28     billion in tax-free
fund assets, $   93     billion in money market fund assets, $   289    
billion in equity fund assets, $   59     billion in international fund
assets, and $   24     billion in Spartan fund assets. The fund 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
The fund is open for business and its net asset value per share (NAV) is
calculated each day the New York Stock Exchange (NYSE) is open for trading.
The NYSE has designated the following holiday closings for 1997: New Year's
Day, Washington's Birthday (observed), Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. Although
FMR expects the same holiday schedule to be observed in the future, the
NYSE may modify its holiday schedule at any time. In addition, the fund
will not process wire purchases and redemptions on days when the Federal
Reserve Wire System is closed.
FSC normally calculates the fund's NAV twice each business day, once at
12:00 noon Eastern time and once 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 Securities and Exchange
Commission (SEC). To the extent that portfolio securities are traded in
other markets on days when the NYSE is closed, the fund's NAV may be
affected on days when investors do not have access to the fund to purchase
or redeem shares. In addition, trading in some of the 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 the 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), the fund is required to give shareholders at least 60 days' notice
prior to terminating or modifying its exchange privilege. Under the Rule,
the 60-day notification requirement may be waived if (i) the only effect of
a modification would be to reduce or eliminate an administrative fee,
redemption fee, or deferred sales charge ordinarily payable at the time of
an exchange, or (ii) the fund suspends the redemption of the shares to be
exchanged as permitted under the 1940 Act or the rules and regulations
thereunder, or the fund to be acquired suspends the sale of its shares
because it is unable to invest amounts effectively in accordance with its
investment objective and policies.
In the Prospectus, the fund has notified shareholders that it reserves the
right at any time, without prior notice, to refuse exchange purchases by
any person or group if, in FMR's judgment, the fund would be unable to
invest effectively in accordance with its investment objective and
policies, or would otherwise potentially be adversely affected.
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. To the extent that the fund's income is designated as federally
tax-exempt interest, the daily dividends declared by the fund are also
federally tax-exempt. Short-term capital gains are distributed as dividend
income, but do not qualify for the dividends-received deduction. These
gains will be taxed as ordinary income. The fund will send each shareholder
a notice in January describing the tax status of dividend and capital gain
distributions (if any) for the prior year. 
Shareholders are required to report tax-exempt income on their federal tax
returns. Shareholders who earn other income, such as Social Security
benefits, may be subject to federal income tax on up to 85% of such
benefits to the extent that their income, including tax-exempt income,
exceeds certain base amounts.
The fund purchases municipal securities whose interest FMR believes is free
from federal income tax. Generally, issuers or other parties have entered
into covenants requiring continuing compliance with federal tax
requirements to preserve the tax-free status of interest payments over the
life of the security. If at any time the covenants are not complied with,
or if the IRS otherwise determines that the issuer did not comply with
relevant tax requirements, interest payments from a security could become
federally taxable retroactive to the date the security was issued. For
certain types of structured securities, the tax status of the pass-through
of tax-free income may also be based on the federal tax treatment of the
structure.
As a result of the Tax Reform Act of 1986, interest on certain "private
activity" securities is subject to the federal alternative minimum tax
(AMT), although the interest continues to be excludable from gross income
for other tax purposes. Interest from private activity securities will be
considered tax-exempt for purposes of the fund's policies of investing so
that at least 80% of its income is free from federal income tax. Interest
from private activity securities is a tax preference item for the purposes
of determining whether a taxpayer is subject to the AMT and the amount of
AMT to be paid, if any. Private activity securities issued after August 7,
1986 to benefit a private or industrial user or to finance a private
facility are affected by this rule.
A portion of the gain on bonds purchased with market discount after April
30, 1993 and short-term capital gains distributed by the fund are taxable
to shareholders as dividends, not as capital gains. Dividend distributions
resulting from a recharacterization of gain from the sale of bonds
purchased with market discount after April 30, 1993 are not considered
income for purposes of the fund's policy of investing so that at least 80%
of its income is free from federal income tax. The fund may distribute any
net realized short-term capital gains and taxable market discount once a
year or more often, as necessary, to maintain its net asset value at $1.00
per share.
Corporate investors should note that a tax preference item for purposes of
the corporate AMT is 75% of the amount by which adjusted current earnings
(which includes tax-exempt interest) exceeds the alternative minimum
taxable income of the corporation. If a shareholder receives an
exempt-interest dividend and sells shares at a loss after holding them for
a period of six months or less, the loss will be disallowed to the extent
of the amount of exempt-interest dividend. 
CAPITAL GAIN DISTRIBUTIONS. Long-term capital gains earned by the fund on
the sale of securities and distributed to shareholders are federally
taxable as long-term capital gains, regardless of the length of time
shareholders have held their shares. If a shareholder receives a long-term
capital gain distribution on shares of the fund, and such shares are held
six months or less and are sold at a loss, the portion of the loss equal to
the amount of the long-term capital gain distribution will be considered a
long-term loss for tax purposes. Short-term capital gains distributed by
the fund are taxable to shareholders as dividends, not as capital gains.
The fund does not anticipate distributing long-term capital gains.
   As of     October 31   , 1996, the fund had a capital loss carryforward
aggregating approximately $630,000. This loss carryforward, of which
$117,000, and $513,000 will expire on     October 31   , 1997, and 2004,
respectively, is available to offset future capital gains.    
TAX STATUS OF THE FUND. The 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,
the fund intends to distribute substantially all of its net investment
income and net realized capital gains within each calendar year as well as
on a fiscal year basis.
The fund is treated as a separate entity from the other funds of Fidelity
Beacon Street Trust for tax purposes.
OTHER TAX INFORMATION. The information above is only a summary of some of
the tax consequences generally affecting the fund and its shareholders, and
no attempt has been made to discuss individual tax consequences. In
addition to federal income taxes, shareholders may be subject to state and
local taxes on fund distributions, and shares may be subject to state and
local personal property taxes. Investors should consult their tax advisers
to determine whether the fund is suitable to their particular tax
situation.
FMR
All of the stock of FMR is owned by FMR Corp., its parent organized in
1972. The voting common stock of FMR Corp. is divided into two classes.
Class B is held predominantly by members of the Edward C. Johnson 3d family
and is entitled to 49% of the vote on any matter acted upon by the voting
common stock. Class A is held predominantly by non-Johnson family member
employees of FMR Corp. and its affiliates and is entitled to 51% of the
vote on any such matter. The Johnson family group and all other Class B
shareholders have entered into a shareholders' voting agreement under which
all Class B shares will be voted in accordance with the majority vote of
Class B shares. Under the 1940 Act, control of a company is presumed where
one individual or group of individuals owns more than 25% of the voting
stock of that company. Therefore, through their ownership of voting common
stock and the execution of the shareholders' voting agreement, members of
the Johnson family may be deemed, under the 1940 Act, to form a controlling
group with respect to FMR Corp.
At present, the principal operating activities of FMR Corp. are those
conducted by 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 institutional customers and funds sold
through intermediaries; and Fidelity Investments Retail Marketing Company,
which provides marketing services to various companies within the Fidelity
organization.
Fidelity investment personnel may invest in securities for their own
account pursuant to a code of ethics that sets forth all employees'
fiduciary responsibilities regarding the funds, establishes procedures for
personal investing and restricts certain transactions. For example, all
personal trades in most securities require pre-clearance, and participation
in initial public offerings is prohibited. In addition, restrictions on the
timing of personal investing in relation to trades by Fidelity funds and on
short-term trading have been adopted.
TRUSTEES AND OFFICERS
The Trustees, Members of the Advisory Board, and executive officers of the
trust are listed below. Except as indicated, each individual has held the
office shown or other offices in the same company for the last five years.
Trustees and officers elected or appointed to Fidelity Beacon Street Trust
prior to the fund's conversion from a series of a Massachusetts business
trust served in identical capacities. All persons named as Trustees and
Members of the Advisory Board also serve in similar capacities for other
funds advised by FMR. The business address of each Trustee and officer who
is an "interested person" (as defined in the Investment Company Act of
1940) is 82 Devonshire Street, Boston, Massachusetts 02109, which is also
the address of FMR. The business address of all the other Trustees    and
Members of the Advisory Board     is Fidelity Investments, P.O. Box 9235,
Boston, Massachusetts 02205-9235. Those Trustees who are "interested
persons" by virtue of their affiliation with either the trust or FMR are
indicated by an asterisk (*).
*EDWARD C. JOHNSON 3d (66), 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., Fidelity Management & Research (U.K.) Inc., and Fidelity
Management & Research (Far East) Inc.
*J. GARY BURKHEAD (55), Trustee and Senior Vice President, is President of
FMR; and President and a Director of FMR Texas Inc., Fidelity Management &
Research (U.K.) Inc., and Fidelity Management & Research (Far East) Inc.
RALPH F. COX (64), Trustee (1991), is a management consultant (1994). Prior
to February 1994, he was President of Greenhill Petroleum Corporation
(petroleum exploration and production). Until March 1990, Mr. Cox was
President and Chief Operating Officer of Union Pacific Resources Company
(exploration and production). He is a Director of Sanifill Corporation
(non-hazardous waste, 1993), CH2M Hill Companies (engineering), Rio Grande,
Inc. (oil and gas production), and Daniel Industries (petroleum measurement
equipment manufacturer). In addition, he is a member of advisory boards of
Texas A&M University and the University of Texas at Austin.
PHYLLIS BURKE DAVIS (64), 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), and previously served as a
Director of Hallmark Cards, Inc. (1985-1991) and Nabisco Brands, Inc. In
addition, she is a member of the President's Advisory Council of The
University of Vermont School of Business Administration.
RICHARD J. FLYNN (72), Trustee and Chairman of the non-interested Trustees,
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 Trustee of College of the Holy Cross and Old
Sturbridge Village, Inc., and he previously served as a Director of
Mechanics Bank (1971-1995).
E. BRADLEY JONES (6   8    ), Trustee. Prior to his retirement in 1984, Mr.
Jones was Chairman and Chief Executive Officer of LTV Steel Company. He is
a Director of TRW Inc. (original equipment and replacement products),
Cleveland-Cliffs Inc (mining), Consolidated Rail Corporation, Birmingham
Steel Corporation, and RPM, Inc. (manufacturer of chemical products), and
he previously served as a Director of NACCO Industries, Inc. (mining and
marketing, 1985-1995) and Hyster-Yale Materials Handling, Inc. (1985-1995).
In addition, he serves as a Trustee of First Union Real Estate Investments,
a Trustee and member of the Executive Committee of the Cleveland Clinic
Foundation, a Trustee and member of the Executive Committee of University
School (Cleveland), and a Trustee of Cleveland Clinic Florida.
DONALD J. KIRK (6   3    ), Trustee, is Executive-in-Residence (1995) at
Columbia University Graduate School of Business and a financial consultant.
From 1987 to January 1995, Mr. Kirk was a Professor at Columbia University
Graduate School of Business. Prior to 1987, he was Chairman of the
Financial Accounting Standards Board. Mr. Kirk is a Director of General Re
Corporation (reinsurance), and he previously served as a Director of
Valuation Research Corp. (appraisals and valuations, 1993-1995). In
addition, he serves as Chairman of the Board of Directors of the National
Arts Stabilization Fund, Chairman of the Board of Trustees of the Greenwich
Hospital Association, a Member of the Public Oversight Board of the
American Institute of Certified Public Accountants' SEC Practice Section
(1995), and as a Public Governor of the National Association of Securities
Dealers, Inc. (1996).
*PETER S. LYNCH (53), Trustee, is Vice Chairman and Director of FMR (1992).
Prior to May 31, 1990, he was a Director of FMR and Executive Vice
President of FMR (a position he held until March 31, 1991); Vice President
of Fidelity Magellan Fund and FMR Growth Group Leader; and Managing
Director of FMR Corp. Mr. Lynch was also Vice President of Fidelity
Investments Corporate Services (1991-1992). He is a Director of W.R. Grace
& Co. (chemicals) 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.
GERALD C. McDONOUGH (67), Trustee and Vice-Chairman of the non-interested
Trustees, 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 Brush-Wellman Inc. (metal
refining), York International Corp. (air conditioning and refrigeration),
Commercial Intertech Corp. (   hydraulic systems, building systems, and
metal products, 1992    ),    CUNO, Inc. (liquid and gas filtration
products, 1996)     and Associated Estates Realty Corporation (a real
estate investment trust, 1993).    Mr. McDonough served as a Director of
ACME-Cleveland Corp. (metal working, telecommunications and electronic
products) from 1987-1996.    
EDWARD H. MALONE (7   1    ), 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 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 (63), 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.
THOMAS R. WILLIAMS (68), Trustee, is President of The Wales Group, Inc.
(management and financial advisory services). Prior to retiring in 1987,
Mr. Williams served as Chairman of the Board of First Wachovia Corporation
(bank holding company), and Chairman and Chief Executive Officer of The
First National Bank of Atlanta and First Atlanta Corporation (bank holding
company). He is currently a Director of BellSouth Corporation
(telecommunications), ConAgra, Inc. (agricultural products), Fisher
Business Systems, Inc. (computer software), Georgia Power Company (electric
utility), Gerber Alley & Associates, Inc. (computer software), National
Life Insurance Company of Vermont, American Software, Inc., and AppleSouth,
Inc. (restaurants, 1992).
WILLIAM O. McCOY (6   3    ), Member of the Advisor Board (1996), is the
Vice President of Finance for the University of North Carolina (16-school
system, 1995). Prior to his retirement in December 1994, Mr. McCoy was Vice
Chairman of the Board of BellSouth Corporation (telecommunications) and
President of BellSouth Enterprises. He is currently a Director of Liberty
Corporation (holding company), Weeks Corporation of Atlanta (real estate,
1994), and Carolina Power and Light Company (electric utility, 1996).
Previously, he was a Director of First American Corporation (bank holding
company, 1979-1996). In addition, Mr. McCoy serves as a member of the Board
of Visitors for the University of North Carolina at Chapel Hill (1994) and
for the Kenan Flager Business School (University of North Carolina at
Chapel Hill).
SARAH    H.     ZENOBLE (47), Vice        President, is Vice   
    President of Fidelity's money market funds (1996) and Vice   
    President of FMR Texas Inc. 
ARTHUR S. LORING (49), Secretary, is Senior Vice President (1993) and
General Counsel of FMR, Vice President-Legal of FMR Corp., and Vice
President and Clerk of FDC.
KENNETH A. RATHGEBER (49), Treasurer (1995), is Treasurer of the Fidelity
funds and is an employee of FMR (1995). Before joining FMR, Mr. Rathgeber
was a Vice President of Goldman Sachs & Co. (1978-1995), where he served in
various positions, including Vice President of Proprietary Accounting
(1988-1992), Global Co-Controller (1992-1994), and Chief Operations Officer
of Goldman Sachs (Asia) LLC (1994-1995).
THOMAS D. MAHER (51), Assistant Vice President, is Assistant Vice President
of Fidelity's money market funds and Vice President and Associate General
Counsel of FMR Texas Inc. 
JOHN H. COSTELLO (50), Assistant Treasurer, is an employee of FMR.
LEONARD M. RUSH (50), Assistant Treasurer (1994), is an employee of FMR
(1994). Prior to becoming Assistant Treasurer of the Fidelity funds, Mr.
Rush was Chief Compliance Officer of FMR Corp. (1993-1994) and Chief
Financial Officer of Fidelity Brokerage Services, Inc. (1990-1993).
THOMAS J. SIMPSON (38), Assistant Treasurer (1996), is Assistant Treasurer
of Fidelity's money market funds and an employee of FMR (1996). Prior to
joining FMR, Mr. Simpson was Vice President and Fund Controller of Liberty
Investment Services (1987-1995).
The following table sets forth information describing the compensation of
each current Trustee    or Member of the Advisory Board     of the fund for
his or her services as trustee for the fiscal year ended October 31, 1996. 
      COMPENSATION TABLE               
 
 
<TABLE>
<CAPTION>
<S>                       <C>             <C>                  <C>                 <C>               
Trustees                  Aggregate       Pension or           Estimated Annual    Total             
                          Compensation    Retirement           Benefits Upon       Compensation      
                          from            Benefits Accrued     Retirement from     from the Fund     
                          the Fund        as Part of Fund      the Fund Complex*   Complex*          
                                          Expenses from the                                          
                                          Fund Complex*                                              
 
J. Gary Burkhead **       $    0          $    0               $    0              $    0            
 
Ralph F. Cox                  1,265           5,200                52,000              128,000       
 
Phyllis Burke Davis           1,233           5,200                52,000              125,000       
 
Richard J. Flynn              1,622           0                    52,000              160,500       
 
Edward C. Johnson 3d **       0               0                    0                   0             
 
E. Bradley Jones              1,248           5,200                49,400              128,000       
 
Donald J. Kirk                1,261           5,200                52,000              129,500       
 
Peter S. Lynch **             0               0                    0                   0             
 
Gerald C. McDonough           1,244           5,200                52,000              128,000       
 
Edward H. Malone              1,239           5,200                44,200              128,000       
 
Marvin L. Mann                1,239           5,200                52,000              128,000       
 
Thomas R. Williams            1,260           5,200                52,000              125,000       
 
William O. McCoy              575            N/A                  N/A                  0             
 
</TABLE>
 
* Information is as of December 31, 1995 for 219 funds in the complex.
** Interested trustees of the fund are compensated by FMR.
The non-interested Trustees may elect to defer receipt of all or a
percentage of their annual fees in accordance with the terms of a Deferred
Compensation Plan (the Plan). Under the Plan, compensation deferred by a
Trustee is periodically adjusted as though an equivalent amount had been
invested and reinvested in shares of one or more funds in the complex
designated by such Trustee (designated securities). The amount paid to the
Trustee under the Plan will be determined based upon the performance of
such investments. Deferral of Trustees' fees in accordance with the Plan
will have a negligible effect on the fund's assets, liabilities, and net
income per share, and will not obligate the fund to retain the services of
any Trustee or to pay any particular level of compensation to the Trustee.
The fund may invest in such designated securities under the Plan without
shareholder approval.
Under a retirement program adopted in July 1988 and modified in November
1995, each non-interested Trustee may receive payments from a Fidelity fund
during his or her lifetime based on his or her basic trustee fees and
length of service. The obligation of a fund to make such payments is
neither secured nor funded. A Trustee becomes eligible to participate in
the program at the end of the calender year in which he or she reaches age
72, provided that, at the time of retirement, he or she has served as a
Fidelity fund Trustee for at least five years. Currently, Messrs. Ralph S.
Saul, William R. Spaulding, Bertram H. Witham, and David L. Yunich, all
former non-interested Trustees, receive retirement benefits under the
program.
   As of     October 31, 1996, the Trustees, Members of the Advisory Board,
and officers of the fund owned, in the aggregate, less than    1    % of
the fund's total outstanding shares.
MANAGEMENT CONTRACT
The fund employs FMR to furnish investment advisory and other services.
Under its management contract with the fund, FMR acts as investment adviser
and, subject to the supervision of the Board of Trustees, directs the
investments of the fund in accordance with its investment objective,
policies, and limitations. FMR also provides the fund with all necessary
office facilities and personnel for servicing the fund's investments,
compensates all officers of the fund and all Trustees who are "interested
persons" of the trust or of FMR, and all personnel of the fund or FMR
performing services relating to research, statistical, and investment
activities.
In addition, FMR or its affiliates, subject to the supervision of the Board
of Trustees, provide the management and administrative services necessary
for the operation of the fund. These services include providing facilities
for maintaining the fund's organization; supervising relations with
custodians, transfer and pricing agents, accountants, underwriters, and
other persons dealing with the fund; preparing all general shareholder
communications and conducting shareholder relations; maintaining the fund's
records and the registration of the fund's shares under federal and state
laws; developing management and shareholder services for the fund; and
furnishing reports, evaluations, and analyses on a variety of subjects to
the Trustees.
In addition to the management fee payable to FMR and the fees payable to
UMB, the fund pays all of its expenses, without limitation, that are not
assumed by those parties. The fund pays for the typesetting, printing, and
mailing of its proxy materials to shareholders, legal expenses, and the
fees of the custodian, auditor and non-interested Trustees. Although the
fund's current management contract provides that the fund will pay for
typesetting, printing, and mailing prospectuses, statements of additional
information, notices, and reports to shareholders, the trust, on behalf of
the fund has entered into a revised transfer agent agreement with UMB,
pursuant to which UMB bears the costs of providing these services to
existing shareholders. Other expenses paid by the fund include interest,
taxes, brokerage commissions, and the fund's proportionate share of
insurance premiums and Investment Company Institute dues. The fund is also
liable for such non-recurring expenses as may arise, including costs of any
litigation to which the fund may be a party, and any obligation it may have
to indemnify its officers and Trustees with respect to litigation.
FMR is the fund's manager pursuant to a management contract dated December
1, 1993, which was approved by shareholders on November 17, 1993.
For the services of FMR under the contract, the 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 below on the left. The schedule below on the right shows the
effective annual group fee rate at various asset levels, which is the
result of cumulatively applying the annualized rates on the left. For
example, the effective annual fee rate at $   434     billion of group net
assets - the approximate level for October 1996 - was    .1437    %, which
is the weighted average of the respective fee rates for each level of group
net assets up to $   434     billion.
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                                            
 
Under the fund's current management contract with FMR, the group fee rate
is based on a schedule with breakpoints ending at .1400% for average group
assets in excess of $174 billion. Prior to December 1, 1993, 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 for average group assets
in excess of $156 billion and under $372 billion as shown in the schedule
below. The revised group fee rate schedule was identical to the above
schedule for average group assets under $156 billion. 
On January 1, 1996, FMR voluntarily added new breakpoints to the revised
schedule for average group assets in excess of $372 billion, pending
shareholder approval of a new management contract reflecting the revised
schedule and additional breakpoints. The revised group fee rate schedule
and its extensions provide for lower management fee rates as FMR's assets
under management increase. For average group assets in excess of $156
billion, the revised group fee rate schedule with additional breakpoints
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              
 
 372 - 408            .1200          325            .1514              
 
 408 - 444            .1175          350            .1494              
 
 444 - 480            .1150          375            .1476              
 
 480 - 516            .1125          400            .1459              
 
 Over 516             .1100          425            .1443              
 
                                     450            .1427              
 
                                     475            .1413              
 
                                     500            .1399              
 
                                     525            .1385              
 
                                     550            .1372              
 
The individual fund fee rate is .15%. Based on the average group net assets
of the funds advised by FMR for October 1996, the annual management fee
rate would be calculated as follows:
Group Fee Rate         Individual Fund Fee Rate         Management Fee Rate   
 
   .1437    %    +     .   15    %                =     .   2937    %         
 
One-twelfth of this annual management fee rate is applied to the fund's net
assets averaged for the most recent month, giving a dollar amount, which is
the fee for that month.
During the fiscal years ended October 31, 1996, 1995, and 1994, FMR
received $   10,874,000    , $   10,988,000    , and $   10,363,000    ,
respectively, for its services as investment adviser to the fund. These
fees were equivalent to    .30    %,    .30    %, and    .31    %,
respectively, of the average net assets of the fund.
FMR may, from time to time, voluntarily reimburse all or a portion of the
fund's operating expenses (exclusive of interest, taxes, brokerage
commissions, and extraordinary expenses). FMR retains the ability to be
repaid for these expense reimbursements in the amount that expenses fall
below the limit prior to the end of the fiscal year. Expense reimbursements
by FMR will increase the fund's total returns and yield and repayment of
the reimbursement by the fund will lower its total returns and yield.
To comply with the California Code of Regulations, FMR will reimburse the
fund if and to the extent that the fund's aggregate annual operating
expenses exceed specified percentages of its average net assets. The
applicable percentages are 2 1/2% of the first $30 million, 2% of the next
$70 million, and 1 1/2% of average net assets in excess of $100 million.
When calculating the fund's expenses for purposes of this regulation, the
fund may exclude interest, taxes, brokerage commissions, and extraordinary
expenses, as well as a portion of its distribution plan expenses and
custodian fees attributable to investments in foreign securities.
SUB-ADVISER. FMR has entered into a sub-advisory agreement with FMR Texas
pursuant to which FMR Texas has    primary     responsibility for providing
portfolio investment management services to the fund.
Under the sub-advisory agreement, dated December 30, 1991, which was
approved by shareholders on October 23, 1991, FMR pays FMR Texas fees equal
to 50% of the management fee payable to FMR under its management contract
with the fund. The fees paid to FMR Texas are not reduced by any voluntary
or mandatory expense reimbursements that may be in effect from time to
time. On behalf of Fidelity Municipal Money Market Fund, for fiscal   
years ended October 31,     1996, 1995, and 1994, FMR paid FMR Texas fees
of $   5,437,000    , $   5,494,000    , and $   5,181,000    ,
respectively.
DISTRIBUTION AND SERVICE PLAN
The Trustees have approved a Distribution and Service Plan on behalf of the
fund (the Plan) pursuant to Rule 12b-1 under the Investment Company Act of
1940 (the Rule). The Rule provides in substance that a mutual fund may not
engage directly or indirectly in financing any activity that is primarily
intended to result in the sale of shares of a fund except pursuant to a
plan approved on behalf of the fund under the Rule. The Plan, as approved
by the Trustees, allows the fund and FMR to incur certain expenses that
might be considered to constitute indirect payment by the fund of
distribution expenses.
Under the Plan, if the payment of management fees by the fund to FMR is
deemed to be indirect financing by the fund of the distribution of its
shares, such payment is authorized by the Plan. The Plan also specifically
recognizes that FMR, either directly or through FDC, may use its management
fee revenue, past profits, or other resources, without limitation, to pay
promotional and administrative expenses in connection with the offer and
sale of shares of the fund. In addition, the Plan provides that FMR may use
its resources, including its management fee revenues, to make payments to
third parties that assist in selling shares of the fund, or to third
parties, including banks, that render shareholder support services.
   No p    ayments    were     made by FMR to third parties during the
fiscal years ended October 31, 1996   , 1995, and 1994.    
Prior to approving the Plan, the Trustees carefully considered all
pertinent factors relating to the implementation of the Plan, and have
determined that there is a reasonable likelihood that the Plan will benefit
the the fund and its shareholders. In particular, the Trustees noted that
the Plan does not authorize payments by the fund other than those made to
FMR under its management contract with the fund. To the extent that the
Plan gives FMR and FDC greater flexibility in connection with the
distribution of shares of the fund, additional sales of fund shares may
result. Furthermore, certain shareholder support services may be provided
more effectively under the Plan by local entities with whom shareholders
have other relationships.
The Plan was approved by FMR as the then sole shareholder of Fidelity
Municipal Money Market Fund on December 30, 1991. The fund's Plan was
approved by shareholders, in connection with a reorganization transaction
on October 23, 1991, pursuant to an Agreement and Plan of Conversion.
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
might occur, including possible termination of any automatic investment or
redemption or other services then provided by the bank. It is not expected
that shareholders would suffer any adverse financial consequences as a
result of any of these occurrences. In addition, state securities laws on
this issue may differ from the interpretations of federal law expressed
herein, and banks and financial institutions may be required to register as
dealers pursuant to state law. 
The 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.
CONTRACTS WITH FMR AFFILIATES
UMB Bank, n.a. (UMB) is the fund's custodian and transfer agent. UMB has
entered into a sub-contract with FSC, an affiliate of FMR, under the terms
of which FSC performs the processing activities associated with providing
transfer agent and shareholder servicing functions for the fund. Under the
sub-contract, 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. FSC also pays all out-of-pocket expenses associated with
transfer agent services.
Under this arrangement, FSC receives an annual account fee and an
asset-based fee each based on account size and fund type for each retail
account and certain institutional accounts. With respect to certain
institutional retirement accounts, FSC receives an annual account fee and
an asset-based fee based on account type or fund type. These annual account
fees are subject to increase based on postal rate changes. FSC also
collects small account fees from certain accounts with balances of less
than $2,500.
UMB has an additional sub-contract with FSC, pursuant to which FSC performs
the calculations necessary to determine the fund's NAV and dividends and
maintains the fund's accounting records. The annual fee rates for these
pricing and bookkeeping services are based on the fund's average net
assets, specifically, .0175% of the first $500 million of average net
assets and .0075   %     of average net assets in excess of $500 million.
The fee is limited to a minimum of $40,000 and a maximum of $800,000 per
year.
Pricing and bookkeeping fees, including reimbursement for out-of-pocket
expenses, paid to FSC for fiscal    years ended October 31,     1996, 1995,
and 1994 were $   402,000    , $   410,000    , and $   378,000    ,
respectively. The transfer agent fee and charges and pricing and
bookkeeping fees described above are paid to FSC by UMB, which is entitled
to reimbursement from the fund for these expenses.
FSC has entered into an agreement with Fidelity Brokerage Services, Inc.
(FBSI), a subsidiary of FMR Corp., pursuant to which FBSI performs certain
recordkeeping, communication, and other services for fund shareholders
participating in the Fidelity Ultra Service Account program. FBSI directly
charges a monthly administrative fee to each Ultra Service Account client
who chooses certain additional features. This fee is in addition to the
transfer agency fee received by FSC.
The fund has a distribution agreement with FDC, a Massachusetts corporation
organized on July 18, 1960. FDC is a broker-dealer registered under the
Securities Exchange Act of 1934 and is a member of the National Association
of Securities Dealers, Inc. The distribution agreement calls for FDC to use
all reasonable efforts, consistent with its other business, to secure
purchasers for shares of the fund, which are continuously offered at net
asset value. Promotional and administrative expenses in connection with the
offer and sale of shares are paid by FMR.
DESCRIPTION OF THE TRUST
TRUST ORGANIZATION. Fidelity Municipal Money Market Fund is a fund of
Fidelity Beacon Street Trust, an open-end management investment company
originally organized as a Massachusetts business trust on June 19, 1979. On
December 30, 1991, the trust was converted to a Delaware business trust
pursuant to an agreement approved by shareholders on October 23, 1991. The
Delaware trust, which was organized on June 20, 1991 under the name
Fidelity Beacon Street Trust II, succeeded to the name Fidelity Beacon
Street Trust on December 30, 1991. Currently, there are 2 funds of the
trust: Fidelity Municipal Money Market Fund and Spartan New Jersey
Municipal Money Market F   und    . The Trust Instrument permits the
Trustees to create additional funds.
In the event that FMR ceases to be the investment adviser to the trust or a
fund, the right of the trust or fund to use the identifying name "Fidelity"
may be withdrawn.
The assets of the trust received for the issue or sale of shares of each
fund and all income, earnings, profits, and proceeds thereof, subject only
to the rights of creditors, are especially allocated to such fund, and
constitute the underlying assets of such fund. The underlying assets of
each fund are segregated on the books of account, and are to be charged
with the liabilities with respect to such fund and with a share of the
general expenses of the trust. Expenses with respect to the trust are to be
allocated in proportion to the asset value of the respective funds, except
where allocations of direct expense can otherwise be fairly made. The
officers of the trust, subject to the general supervision of the Board of
Trustees, have the power to determine which expenses are allocable to a
given fund, or which are general or allocable to all of the funds. In the
event of the dissolution or liquidation of the trust, shareholders of each
fund are entitled to receive as a class the underlying assets of such fund
available for distribution.
SHAREHOLDER AND TRUSTEE LIABILITY. The trust is a business trust organized
under Delaware law. Delaware law provides that shareholders shall be
entitled to the same limitations of personal liability extended to
stockholders of private corporations for profit. The courts of some states,
however, may decline to apply Delaware law on this point. The Trust
Instrument contains an express disclaimer of shareholder liability for the
debts, liabilities, obligations, and expenses of the trust and requires
that a disclaimer be given in each contract entered into or executed by the
trust or the Trustees. The Trust Instrument provides for indemnification
out of each fund's property of any shareholder or former shareholder held
personally liable for the obligations of the fund. The Trust Instrument
also provides that each fund shall, upon request, assume the defense of any
claim made against any shareholder for any act or obligation of the fund
and satisfy any judgment thereon. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is limited to
circumstances in which Delaware law does not apply, no contractual
limitation of liability was in effect, and the fund is unable to meet its
obligations. FMR believes that, in view of the above, the risk of personal
liability to shareholders is extremely remote.
The Trust Instrument further provides that the Trustees, if they have
exercised reasonable care, shall not be personally liable to any person
other than the trust or its shareholders; moreover, the Trustees shall not
be liable for any conduct whatsoever, provided that Trustees are not
protected 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. The shares have no preemptive or conversion rights; the voting
and dividend rights, the right of redemption, and the privilege of exchange
are described in the Prospectus. Shares are fully paid and nonassessable,
except as set forth under the heading "Shareholder and Trustee Liability"
above. Shareholders representing 10% or more of the trust or a fund may, as
set forth in the Trust Instrument, call meetings of the 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 the entire trust, the purpose of voting on removal
of one or more Trustees.
The trust or any fund may be terminated upon the sale of its assets to, or
merger with, another open-end management investment company or series
thereof, or upon liquidation and distribution of its assets. Generally such
terminations must be approved by vote of the holders of a majority of the
outstanding shares of the trust or the fund; however, the Trustees may,
without prior shareholder approval, change the form of organization of the
trust by merger, consolidation, or incorporation. If not so terminated or
reorganized, the trust and its funds will continue indefinitely.
Under the Trust Instrument, the Trustees may, without shareholder vote,
cause the trust to merge or consolidate into one or more trusts,
partnerships, or corporations, or cause the trust to be incorporated under
Delaware law, so long as the surviving entity is an open-end management
investment company that will succeed to or assume the trust registration
statement. Each fund may invest all of its assets in another investment
company.
CUSTODIAN. UMB Bank, n.a., 1010 Grand Avenue, Kansas City, Missouri, is
custodian of the assets of the fund. The custodian is responsible for the
safekeeping of a fund's assets and the appointment of any subcustodian
banks and clearing agencies. The custodian takes no part in determining the
investment policies of a fund or in deciding which securities are purchased
or sold by a fund. However, a fund may 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 Board of
Trustees may, from time to time, conduct transactions with various banks,
including banks serving as custodians for certain funds advised by FMR.
Transactions that have occurred to date include mortgages and personal and
general business loans. In the judgment of FMR, the terms and conditions of
those transactions were not influenced by existing or potential custodial
or other fund relationships.
AUDITOR.    Price Waterhouse LLP, 2001 Ross Avenue, Suite 1800, Dallas,
Texas 75201,     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 fund's financial statements   ,     financial highlights for the fiscal
year ended October 31, 1996   , and the report of the auditors thereon are
included the fund's Annual Report, which is a separate report supplied with
this Statement of Additional Information. The fund's financial statements,
financial highlights, and the report of the auditors thereon are
incorporated herein by reference.    
APPENDIX
The descriptions that follow are examples of eligible ratings for the fund.
   The     fund may, however, consider the ratings for other types of
investments and the ratings assigned by other rating organizations when
determining the eligibility of a particular investment.
DESCRIPTION OF MOODY'S INVESTORS SERVICE, INC.'S MUNICIPAL BOND RATINGS:
AAA - Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to
as "gilt edged." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized
are most unlikely to impair the fundamentally strong position of such
issues.
AA - Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally
known as high-grade bonds. They are rated lower than the best bonds because
margins of protection may not be as large as in Aaa securities or
fluctuation of protective elements may be of greater amplitude or there may
be other elements present which make the long-term risks appear somewhat
larger than the Aaa securities.
Those bonds within the AA category that Moody's believes possess the
strongest credit attributes within that category are designated by the
symbol AA1.
DESCRIPTION OF STANDARD & POOR'S CORPORATION'S MUNICIPAL BOND RATINGS:
AAA - Debt rated AAA has the highest rating assigned by Standard & Poor's
to a debt obligation. Capacity to pay interest and repay principal is
extremely strong.
AA - Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the higher-rated issues only in small degree.
The rating AA may be modified by the addition of a plus or minus to show
relative standing within the major rating category.
SPARTAN NEW JERSEY MUNICIPAL MONEY MARKET PORTFOLIO
CROSS-REFERENCE SHEET
FORM N-1A
ITEM NUMBER
 
PROSPECTUS   PROSPECTUS SECTION   
 
 
<TABLE>
<CAPTION>
<S>            <C>                                                                       
1              Cover Page                                                                
 
2a             Expenses                                                                  
 
  b,c          Contents; The Fund at a Glance; Who May Want to Invest                    
 
3a             Financial Highlights                                                      
 
  b            *                                                                         
 
  c,d          Performance                                                               
 
4a(i)          Charter                                                                   
 
   (ii)        The Fund at a Glance; Investment Principles and Risks                     
 
  b            Investment Principles and Risks                                           
 
  c            Who May Want to Invest; Investment Principles and Risks                   
 
5a             Charter                                                                   
 
  b(i)         Cover Page; The Fund at a Glance; Charter; Doing Business with Fidelity   
 
  b(ii)        Charter                                                                   
 
  b(iii)       Expenses; Breakdown of Expenses                                           
 
  c            Charter                                                                   
 
  d            Charter; Breakdown of Expenses                                            
 
  e            Cover Page; Charter                                                       
 
  f            Expenses                                                                  
 
  g(i)         Charter                                                                   
 
  g(ii)        *                                                                         
 
5A             Performance                                                               
 
6a(i)          Charter                                                                   
 
  a(ii)        How to Buy Shares; How to Sell Shares; Transaction Details; Exchange      
               Restrictions                                                              
 
  a(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                                       
 
7a             Cover Page; Charter                                                       
 
  b            Expenses; How to Buy Shares; Transaction Details                          
 
  c            *                                                                         
 
  d            How to Buy Shares                                                         
 
  e            *                                                                         
 
  f            Breakdown of Expenses                                                     
 
8              How to Sell Shares; Investor Services; Transaction Details; Exchange      
               Restrictions                                                              
 
9              *                                                                         
 
</TABLE>
 
*  Not Applicable
PART B   STATEMENT OF ADDITIONAL INFORMATION SECTION    
 
 
<TABLE>
<CAPTION>
<S>               <C>                                                                      
10, 11            Cover Page                                                               
 
12                Description of the Trust                                                 
 
13a-c             Investment Policies and Limitations                                      
 
    d             Portfolio Transactions                                                   
 
14a, b            Trustees and Officers                                                    
 
   c              *                                                                        
 
15a, b            *                                                                        
 
    c             Trustees and Officers                                                    
 
16a(i)            FMR; Portfolio Transactions                                              
 
    a(ii)         Trustees and Officers                                                    
 
    a(iii), b     Management Contract                                                      
 
    c,d           Contracts with FMR Affiliates                                            
 
    e             *                                                                        
 
    f             Distribution and Service Plan                                            
 
    g             *                                                                        
 
    h             Description of the Trust                                                 
 
    i             Contracts with FMR Affiliates                                            
 
17a,b,c           Portfolio Transactions                                                   
 
    d,e           *                                                                        
 
18a               Description of the Trust                                                 
 
    b             *                                                                        
 
19a               Additional Purchase and Redemption Information                           
 
    b             Valuation of Portfolio Securities; Additional Purchase and Redemption    
                  Information                                                              
 
    c             *                                                                        
 
20                Distributions and Taxes                                                  
 
21a               Contracts with FMR Affiliates                                            
 
    b             Contracts with FMR Affiliates                                            
 
    c             *                                                                        
 
22a               Performance                                                              
 
    b             *                                                                        
 
23                Financial Statements                                                     
 
</TABLE>
 
* Not Applicable
Please read this prospectus before investing, and keep it on file for
future reference. It contains important information, including how the fund
invests and the services available to shareholders.
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 December 20, 1996. The
SAI has been filed with the Securities and Exchange Commission (SEC) and is
available along with other related materials on the SEC's Internet Web site
(http://www.sec.gov). The SAI is incorporated herein by reference (legally
forms a part of the prospectus). For a free copy of either document, call
Fidelity at 1-800-544-8888.
Investments in the fund are neither insured nor guaranteed by the U.S.
Government, and there can be no assurance that the fund will maintain a
stable $1.00 share price.
       THE FUND MAY INVEST A SIGNIFICANT PERCENTAGE    OF ITS ASSETS IN THE
SECURITIES OF A SINGLE ISSUER AND THEREFORE MAY BE RISKIER THAN OTHER
TYPES     OF MONEY MARKET FUNDS.       
Mutual fund shares are not deposits or obligations of, or guaranteed by,
any depository institution. Shares are not insured by the FDIC, Federal
Reserve Board, or any other agency, and are subject to investment risks,
including possible loss of principal amount invested.
 
Spartan New Jersey Municipal Money Market seeks a high level of current
income free from federal income tax and the New Jersey Gross Income Tax. It
maintains a stable $1.00 share price by investing in high-quality,
short-term municipal money market securities.
SPARTAN(registered trademark) 
NEW JERSEY 
MUNICIPAL MONEY 
MARKET         
FUND         
   (fund number 423, trading     
   symbol F    SJXX)
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.
MMM-pro-1296
PROSPECTUS
   DECEMBER 20, 1996(FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET, BOSTON,
MA 02109    
 
 
CONTENTS
 
 
KEY FACTS                      THE FUND AT A GLANCE                  
 
                               WHO MAY WANT TO INVEST                
 
                               EXPENSES The fund's yearly            
                               operating expenses.                   
 
                               FINANCIAL HIGHLIGHTS A summary        
                               of the fund's financial data.         
 
                               PERFORMANCE How the fund has          
                               done over time.                       
 
THE FUND IN DETAIL             CHARTER How the fund is               
                               organized.                            
 
                               INVESTMENT PRINCIPLES AND RISKS       
                               The 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.          
 
                               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,             
ACCOUNT POLICIES               AND TAXES                             
 
                               TRANSACTION DETAILS Share price       
                               calculations and the timing of        
                               purchases and redemptions.            
 
                               EXCHANGE RESTRICTIONS                 
 
   KEY FACTS    
 
 
THE FUND AT A GLANCE
GOAL: High current tax-free income for New Jersey residents, while
maintaining a stable $1.00 share price. As with any mutual fund, there is
no assurance that the fund will achieve its goal.
STRATEGY: Invests mainly in high-quality, short-term municipal money market
securities whose interest is free from federal income tax and the New
Jersey Gross Income Tax.
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 man   ager. FMR Texas Inc. (FMR Texas), a
subsidiary of FMR, chooses investments     for the fund.
SIZE: As of October 31, 1996, the fund had over $   504     million in
assets.
WHO MAY WANT TO INVEST
This non-diversified fund may be appropriate for investors in higher tax
brackets who would like to earn federal and New Jersey tax-exempt income at
current municipal money market rates while preserving the value of their
investment. The fund is managed to keep its share price stable at $1.00.
The rate of income will vary from day to day, generally reflecting
short-term interest rates.
The fund does not constitute a balanced investment plan. However, because
it    emphasizes stability, it could be well-suited for a portion of your
investments.     
The Spartan family of funds is designed for cost-conscious investors
looking for higher yields through lower costs. The Spartan
Approach(registered trademark) requires investors to make high minimum
investments and, in some cases, to pay for individual transactions.
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. 
Municipal Money Market  is in 
the MONEY MARKET category. 
(right arrow) MONEY MARKET Seeks 
income and stability by 
investing in high-quality, 
short-term investments.
(solid bullet) 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    may     pay when you
buy, sell or    exchange     shares of a fund.    In addition, you may be
charged an annual account maintenance fee if your account balance falls
below $2,500.     See "Transaction Details" page  for    an explanation of
how and when these charges apply.    
Maximum sales charge on purchases      None    
and reinvested distributions                   
 
Deferred sales charge on redemptions   None    
 
Exchange and wire transaction fees     $5.00   
 
Checkwriting fee, per check written    $2.00   
 
Account closeout fee                   $5.00   
 
Annual account maintenance fee         $12.0   
(for accounts under $2,500)            0       
 
THESE FEES ARE WAIVED if your account balance at the time of the
transaction is $50,000 or more. 
ANNUAL FUND OPERATING EXPENSES are paid out of the fund's assets. The fund
pays a management fee to FMR. Expenses are factored into the fund's share
price or dividends and are not charged directly to shareholder accounts
(see page ). 
The following figures are based on historical expenses, adjusted to reflect
current fees, and are calculated as a percentage of average net assets.
   FMR     has entered into arrangements    on behalf of the fund with the
fund's     custodian and transfer agent whereby interest earned on
uninvested cash balances is used to reduce    fund     expenses.
   Including these reductions, the total operating expenses presented in
the table would have been .34% for the fund.    
Management fee                     .35    %   
                                   A          
 
12b-1 fee                       None          
 
Other expenses                     .00    %   
 
Total fund operating expenses      .35    %   
                                   A          
 
   A AFTER EXPENSE REDUCTIONS.    
EXAMPLES: Let's say, hypothetically, that the fund's annual return is 5%
and that its operating expenses are exactly as just described. For every
$1,000 you invested, here's how much you would pay in total expenses after
the number of years indicated, first assuming that you leave your account
open, and then assuming that you close your account at the end of the
period: 
      Account    Account    
      open       closed     
 
After 1 year     $    4              $    9              
 
After 3 years    $    11             $    16             
 
After 5 years    $    20             $    25             
 
After 10 years   $    44             $    49             
 
These examples illustrate the effect of expenses, but are not meant to
suggest actual or expected costs or returns, all of which may vary.
UNDERSTANDING
EXPENSES
Operating a mutual fund 
involves a variety of 
expenses for portfolio 
management, shareholder 
statements, tax reporting, and 
other services. These costs 
are paid from the fund's 
assets; their effect is already 
factored into any quoted 
share price or return.
(checkmark)
FMR has voluntarily agreed to reimburse the fund to the extent that total
operating expenses exceed .35   %     of its average net assets. If this
agreement were not in effect, the management fee, other expenses, and total
operating expenses    as a percentage of average net assets     would have
been .50%, .00%, and .50%, respectively. Expenses eligible for
reimbursement do not include interest, taxes, brokerage commissions, or
extraordinary expenses.
FINANCIAL HIGHLIGHTS
The table that follows is included in the fund's Annual Report and has been
audited by Price Waterhouse LLP, independent accountants. Their report on
the financial statements and financial highlights is included in the Annual
Report. The financial statements and financial highlights are incorporated
by reference into (are legally a part of) the fund's Statement of
Additional Information.
   SELECTED PER-SHARE DATA    
 
 
 
<TABLE>
<CAPTION>
<S>                             <C>          <C>          <C>          <C>          <C>          <C>           <C>               
   
Years ended October              1996         1995         1994         1993         1992         1991         1990A       
 31                                                                                                                         
 
 Net asset value,                 $ 1.000      $ 1.000      $ 1.000      $ 1.000      $ 1.000      $ 1.000      $ 1.000     
 beginning of period                                                                                                    
 
 Income from                       .032         .036         .024         .021         .032         .047         .029       
 Investment Operations                                                                                                   
  Net interest income                                                                                                     
 
 Less Distributions               (.032)       (.036)       (.024)       (.021)       (.032)       (.047)       (.029)     
  From net interest                                                                                                       
 income                                                                                                                   
 
 Net asset value, end             $ 1.000      $ 1.000      $ 1.000      $ 1.000      $ 1.000      $ 1.000      $ 1.000     
 of period                                                                                                                 
 
 Total returnB                     3.24%        3.65%        2.45%        2.17%        3.24%        4.84%        2.92%      
 
 RATIOS AND SUPPLEMENTAL DATA                                                                                         
 
 Net assets, end of               $ 504,87     $ 469,83     $ 395,93     $ 313,47     $ 349,21     $ 348,14     $ 210,15    
 period                           5            4            5            7            2            2            7           
 (000 omitted)                                                                                                            
 
 Ratio of expenses to             .35%C        .31%C        .28%C        .44%C        .29%C        .11%C        .00%C      
 average net assets                                                                                      
 
 Ratio of expenses to              .34%D        .31%         .28%         .44%         .29%         .11%         .00%       
 average net assets                                                                                                   
 after expense                                                                                                        
 reductions                                                                                                             
 
 Ratio of net interest             3.20%        3.59%        2.44%        2.15%        3.20%        4.68%        5.90%E     
 income to average net                                                                                                      
 assets    
 
</TABLE>
 
   A MAY 1, 1990 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1990    
   B TOTAL RETURNS DO NOT INCLUDE THE ACCOUNT CLOSEOUT FEE AND FOR PERIODS
OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. TOTAL RETURNS WOULD HAVE BEEN
LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING THE PERIODS SHOWN.    
   C FMR AGREED TO REIMBURSE A PORTION OF THE FUND'S EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE FUND'S EXPENSE RATIO WOULD HAVE
BEEN HIGHER.    
   D FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES.    
   E ANNUALIZED    
PERFORMANCE
Money market fund performance can be measured as TOTAL RETURN or YIELD. The
total returns that follow are based on historical fund results and do not
reflect the effect of any transaction fees you may have paid. The figures
would be lower if fees were taken into account.
   The fund's fiscal year runs from     November 1 through October 31.
   The     tables below show the fund's performance over past fiscal years
compared to a measure of inflation. 
AVERAGE ANNUAL TOTAL RETURNS
Fiscal periods ended   Pas   Past    Life    
October 31, 1996       t 1   5       of      
                       yea   year    fund    
                       r     s       A       
 
Spartan New Jersey Money Market    3.24           2.95           3.46          
                                  %              %              %              
 
   Consumer Price Index               2.99           2.87           3.21       
                                     %              %              %B          
 
CUMULATIVE TOTAL RETURNS
Fiscal periods ended   Pas   Past    Life    
October 31, 1996       t 1   5       of      
                       yea   year    fund    
                       r     s       A       
 
Spartan New Jersey Money Market    3.24           15.63         24.7   6       
                                  %              %                      %   
 
   Consumer Price Index               2.99           15.21          22.81       
                                     %              %              %B           
 
   A FROM MAY 1, 1990 (COMMENCEMENT OF OPERATIONS)    
   B THE CPI RETURNS BEGIN ON THE MONTH-END CLOSEST TO THE FUND'S START
DATE.    
EXPLANATION OF TERMS
       TOTAL RETURN    is the change in value of an investment 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 the fund over a
given period of time, expressed as an annual percentage rate. When a yield
assumes that income earned is reinvested, it is called an EFFECTIVE YIELD.
A TAX-EQUIVALENT YIELD shows what an investor would have to earn before
taxes to equal a tax-free yield.
THE CONSUMER PRICE INDEX is a widely recognized measure of inflation
calculated by the U.S.    G    overnment.
   The fund's recent strategies, performance, and holdings are detailed
twice a     year in financial reports, which are sent to all shareholders.
For current performance call 1-800-544-8888.
TOTAL RETURNS AND YIELDS ARE BASED ON PAST RESULTS AND ARE NOT AN
INDICATION OF FUTURE PERFORMANCE.
UNDERSTANDING
PERFORMANCE
SEVEN-DAY YIELD illustrates 
the income earned by a 
money market fund over a 
recent seven-day period. TOTAL 
RETURN reflects both the 
reinvestment of income and 
the change in a fund's share 
price. Since money market 
funds maintain a stable $1.00 
share price, current seven-day 
yields are the most common 
illustration of money market 
fund performance.
(checkmark)
THE FUND IN DETAIL
 
 
CHARTER
MUNICIPAL MONEY MARKET  IS A MUTUAL FUND: an investment that pools
shareholders' money and invests it toward a specified    goal. The fund is
a non-diversified fund of     Fidelity Beacon Street Trust, an open-end
management investment company organized as a Delaware business trust on
June 20, 1991.
THE FUND IS GOVERNED BY A BOARD    OF TRUSTEES which is responsible for    
protecting the interests of shareholders. The trustees are experienced
executives who meet throughout the year to oversee the fund's activities,
review contractual arrangements with companies that provide services to the
fund, and review    the fund's performance. The majority of     trustees
are not otherwise affiliated with Fidelity.
THE FUND MAY HOLD SPECIAL MEETINGS AND MAIL PROXY MATERIALS. These meetings
may be called to elect or remove trustees, change fundamental policies,
approve a management contract, or for other purposes. Shareholders not
attending these meetings are encouraged to vote by proxy. Fidelity will
mail proxy materials in advance, including a voting card and information
about the proposals to be voted on. You are entitled to one vote for each
share you own.
FMR AND ITS AFFILIATES
FIDELITY FACTS
Fidelity offers the broadest 
selection of mutual funds in 
the world.
(solid bullet)    Number of Fidelity mutual     
   funds: over 225    
(solid bullet)    Assets in Fidelity mutual     
   funds: over $415 billion    
(solid bullet)    Number of shareholder     
   accounts: over 27 million    
(solid bullet)    Number of investment     
   analysts and portfolio     
   managers: over 215    
(checkmark)
The fund is managed by FMR, which    handles the fund's business affairs.
FMR Texas, located in Irving, Texas, has     primary responsibility for
providing investment management services.
Fidelity investment personnel may invest in securities for their own
account pursuant to a code of ethics that establishes procedures for
personal investing and restricts certain transactions.
Fidelity Distributors Corporation (FDC) distributes and markets Fidelity's
funds and services. Fidelity Service Co. (FSC) performs transfer agent
servicing functions for the fund.
   FMR Corp. is the ultimate parent company of FMR and FMR Texas.
Members     of the Edward C. Johnson 3d family are the predominant owners
of a class of shares of common stock representing approximately 49% of the
voting power of FMR Corp. Under the Investment Company Act of 1940 (the
1940 Act), control of a company is presumed where one individual or group
of individuals owns more than 25% of the voting stock of that company;
therefore, the Johnson family may be deemed under the 1940 Act to form a
controlling group with respect to FMR Corp.
UMB Bank, n.a., is the fund's transfer    agent, although it employs FSC to
perform these functions for the fund. UMB     is located at 1010 Grand
Avenue, Kansas City, Missouri.
   A broker-dealer may use a portion of the commissions paid by the fund to
reduce the fund's custodian or transfer agent fees. FMR may use its
broker-dealer affiliates and other firms that sell fund shares to carry out
the fund's transactions, provided that the fund receives brokerage services
and commission rates comparable to those of other broker-dealers.    
INVESTMENT PRINCIPLES AND RISKS
   THE FUND'S INVESTMENT APPROACH    
The fund seeks to earn a high level of current income that is free from
federal income tax and the New Jersey Gross Income Tax while maintaining a
stable $1.00 share price by investing in high-quality, short-term municipal
securities of all types. FMR normally invests at least 65% of the fund's
total assets in state tax-free securities, and normally invests so that at
least 80% of the fund's income is free from federal income tax. In
addition, the fund, as required by New Jersey statute, normally invests so
that at least 80% of the aggregate principal amount of its total
investments are invested in    certain New Jersey     state tax-free
   obligations at the close of each quarter of the tax year    .
When you sell your shares, they should be worth the same amount as when you
bought them. Of course, there is no guarantee that the fund will maintain a
stable $1.00 share price. The fund follows industry-standard guidelines on
the quality and maturity of its investments, which are designed to help
maintain a stable $1.00 share price. The fund will purchase only
high-quality securities that FMR believes present minimal credit risks and
will observe maturity restrictions on securities it buys. In general,
securities with longer maturities are more vulnerable to price changes,
although they may provide higher yields. It is possible that a major change
in interest rates or a default on the fund's investments could cause its
share price (and the value of your in   vestment) to change. In addition,
since the fund concentrates its investments in New Jersey municipal
securities, an investment in the fund may be riskier than an investment in
other types of money market funds.    
The fund's performance is affected by the economic and political conditions
within the state of New Jersey. The    state has benefited from the
national recovery. New Jersey's recovery is in its fifth year and appears
to be sustainable now that the national economy has had a "soft landing."
    New Jersey relies heavily upon federal assistance, receiving more aid
than most states.
The fund earns income at current municipal money market rates. It stresses
   tax-free income, preservation of capital, and liquidity and does not
seek the     higher yields or capital appreciation that more aggressive
investments may provide. The fund's yield will vary from day to day and
generally reflects current short-term interest rates and other market
conditions. 
If you are subject to the federal alternative minimum tax, you should note
that the fund may invest all of its assets in municipal securities issued
to finance private activities. The interest from these investments is a
tax-preference item for purposes of the tax. 
FMR normally invests the fund's assets according to its investment
strategy. The fund does not expect to invest in federally taxable
obligations, but may invest a portion of its assets in state taxable
obligations. The fund also reserves the right to hold a substantial amount
of uninvested cash or to invest more than normally permitted in taxable
obligations for temporary, defensive purposes.
SECURITIES AND INVESTMENT PRACTICES
The following pages contain more detailed information about types of
instruments in which the fund may invest, strategies FMR may employ in
pursuit of the fund's investment objective, and a summary of related risks.
Any restrictions listed supplement those discussed earlier in this section.
A complete listing of the fund's limitations and more detailed information
about the fund's investments are contained in the fund's 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
unless it believes that they are consistent with the fund's investment
objective and policies and that doing so will help the fund achieve its
goal. Fund holdings and recent investment strategies are detailed in the
fund's financial reports, which are sent to shareholders twice a year. For
a free SAI or financial report, call 1-800-544-8888.
MONEY MARKET SECURITIES are high-quality, short-term instruments issued by
municipalities, local and state governments, and other entities. These
securities may carry fixed, variable, or floating interest rates. Some
money market securities employ a trust or similar structure to modify the
maturity, price characteristics, or quality of financial assets so that
they are eligible investments for money market funds. If the structure does
not perform as intended, adverse tax or investment consequences may result.
MUNICIPAL SECURITIES are issued to raise money for a variety of public or
private purposes, including general financing for state and local
governments, or financing for specific projects or public facilities. They
may be issued in anticipation of future revenues, and may be backed by the
full taxing power of a municipality, the revenues from a specific project,
or the credit of a private organization. The value of some or all municipal
securities may be affected by uncertainties in the municipal market related
to legislation or litigation involving the taxation of municipal securities
or the rights of municipal securities holders. The fund may own a municipal
security directly or through a participation interest.
CREDIT    AND LIQUIDITY     SUPPORT. Issuers may employ various forms of
credit    and liquidity     enhancement, including letters of credit,
guarantees,    puts and demand features, and     insurance    provided by
foreign or domestic entities such as banks and other financial
institutions.     These arrangements expose the fund to the credit risk of
the entity    providing the credit or liquidity support. Changes in the
credit quality of the provider could affect the value of the security and
the fund's share price. In addition, in the case of foreign providers of
credit or liquidity support, extensive public information about the
provider may not be available and unfavorable political, economic, or
government developments could affect its ability to honor its
commitment.    
STATE MUNICIPAL SECURITIES include municipal obligations issued by the
state of New Jersey or its    political subdivisions, schools or other
districts, agencies, authorities, commissions, instrumentalities, certain
public corporations, or certain other subdivisions of the state of New
Jersey    . The ability of issuers to repay their debt can be affected by
many factors that impact the economic vitality of either the state or a
region within the state.
Other state municipal securities include obligations of the U.S.
territories and possessions such as Guam, the Virgin Islands, and Puerto
Rico, and their political subdivisions and public corporations. The economy
of Puerto Rico is closely linked to the U.S. economy, and will be affected
by the strength of the U.S. dollar, interest rates, the price stability of
oil imports, and the continued existence of favorable tax incentives. 
VARIABLE AND FLOATING RATE SECURITIES have interest rates that are
periodically adjusted either at specific intervals or whenever a benchmark
rate changes. These interest rate adjustments are designed to help
stabilize the security's price.
MUNICIPAL LEASE OBLIGATIONS are used by municipalities to acquire land,
equipment, or facilities. If the municipality stops making payments or
transfers its obligations to a private entity, the obligation could lose
value or become taxable.
PUT FEATURES entitle the holder to put (sell back) a security to the issuer
or    another party    . In exchange for this bene   fit, the fund may
accept a lower interest     rate. The credit quality of the investment may
be affected by the creditworthiness of the put provider. Demand features,
standby commitments, and tender options are types of put features.
PRIVATE ENTITIES may be involved in some municipal securities. For example,
industrial revenue bonds are backed by private entities, and resource
recovery bonds often involve private corporations. The viability of a
project or tax incentives could affect the value and credit quality of
these securities.
ILLIQUID AND RESTRICTED SECURITIES. Some investments may be determined by
FMR, under the supervision of the Board of Trustees, to be illiquid, which
means that they may be difficult to sell promptly at an acceptable price.
The sale of some illiquid securities, and some other securities, may be
subject to legal restrictions. Difficulty in selling securities may result
in a loss or may be costly to the fund.
RESTRICTIONS: The fund may not purchase a security if, as a result, more
than 10% of its assets would be invested in illiquid securities. 
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.    
       CASH MANAGEMENT.    The fund may invest in money market securities
and in a money market fund available only to funds and accounts managed by
FMR or its affiliates, whose goal is to seek a high level of current income
exempt from federal income tax while maintaining a stable $1.00 share
price. A major change in interest rates or a default on the money market
fund's investments could cause its share price to change.    
DIVERSIFICATION. Diversifying a fund's investment portfolio can reduce the
risks of investing. This may include limiting the amount of money invested
in any one issuer or, on a broader scale, in any one industry or type of
project. Economic, business, or political changes can affect all securities
of a similar type. A fund that is not diversified may be more sensitive to
changes in the market value of a single issuer or industry.
RESTRICTIONS: The fund is considered non-diversified. Generally, to meet
federal tax requirements at the close of each quarter, the fund does not
invest more than 25% of its total assets in any one issuer and, with
respect to 50% of total assets, does not invest more than    5% of its
total assets in any issuer. These limitations do not apply to U.S.
Government securities or investment company securities. The fund may
i    nvest more than 25% of its total assets in tax-free securities that
finance similar types of projects.
BORROWING. The fund may borrow from banks or from other funds advised by
FMR, or through reverse repurchase agreements, and may make additional
investments while borrowings are outstanding.
RESTRICTIONS: The fund may borrow only for temporary or emergency purposes,
but not in an amount exceeding 331/3% 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
fol   lowing paragraphs restate all those that     are fundamental. All
policies stated throughout this prospectus, other than those identified in
the following para   graphs, can be changed without shar    eholder
approval. 
The fund seeks as high a level of current income, exempt from federal
income tax and, to the extent possible, from the New Jersey Gross Income
Tax, as is consistent with the preservation of capital by investing in
high-quality, short-term municipal obligations. Under normal conditions,
the fund will invest so that at least 80% of its income is exempt from
federal income tax.
The fund may borrow only for temporary or emergency purposes, but not in an
amount exceeding 33% of its total assets. 
BREAKDOWN OF EXPENSES
Like all mutual funds, the fund pays fees related to its daily operations.
Expenses paid out of the fund's assets are reflected in its share price or
dividends; they are neither billed directly to shareholders nor deducted
from shareholder accounts. 
The fund pays a MANAGEMENT FEE to FMR for managing its investments and
business affairs. FMR in turn pays fees to an affiliate who provides
assistance with these services.
FMR may, from time to time, agree to reimburse the fund for management fees
above a specified limit. FMR retains the ability to be repaid by the fund
if expenses fall below the specified limit prior to the end of the fiscal
year. Reimbursement arrangements, which may be terminated at any time
without notice, can decrease the fund's expenses and boost its performance.
MANAGEMENT FEE 
The management fee is calculated and paid to FMR every month. The fund pays
the fee at the annual rate of .50% of its average net assets. The total
man   agement fee rate for fiscal year ended October 31, 1996, after
reimbursement,     was    .35    %.
FMR HAS A SUB-ADVISORY AGREEMENT    with FMR Texas, which has     primary
responsibility for providing investment management for the fund, while FMR
retains responsibility for providing other management services. FMR    pays
FMR Texas 50% of its management     fee (before expense reimbursements) for
these services. 
FSC performs many transaction and accounting functions for the fund. These
services include processing shareholder transactions and calculating the
fund's share price. FMR, and not the fund, pays for these services. 
To offset shareholder service costs, FMR or its affiliates also collect the
fund's $5.00 exchange fee, $5.00 account closeout fee, $5.00 fee for wire
purchases and redemptions, and the $2.00 checkwriting    charge. For fiscal
year ended October 31,     1996, these fees amounted to $   1,800    ,
$   666    , $420, and $   3,876    , respectively.
The fund has adopted a Distribution and Service Plan. This plan recognizes
that FMR may use its resources, including management fees, to pay expenses
associated with the sale of fund shares. This may include payments to third
parties, such as banks or broker-dealers, that provide shareholder support
services or engage in the sale of the fund's shares. It is important to
note, however, that the fund does not pay FMR any separate fees for this
service.
   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 80 walk-in Investor Centers across the country.
TYPES OF ACCOUNTS
You may set up an account directly in the fund or, if you own or intend to
purchase individual securities as part of your total investment portfolio,
you may consider investing in the fund through a brokerage account.
   You may purchase or sell shares        of the fund through an investment
professional, including a broker, who may charge you a transaction fee for
this service.     If you invest through FBSI   ,     another financial
institution   ,     or    an     investment professional,    read their    
program materials for any special provisions   , additional service
features or fees that may apply to your investment in the fund. Certain
features of the fund, such as the minimum initial or subsequent investment
amounts may be modified    .
The different ways to set up (register) your account with Fidelity are
listed in    the table that follows.    
WAYS TO SET UP YOUR ACCOUNT
INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS 
Individual accounts are owned by one person. Joint accounts can have two or
more owners (tenants).
GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA) 
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS 
These custodial accounts provide a way to give money to a child and obtain
tax benefits. An individual can give up to $10,000 a year per child without
paying federal gift tax. Depending on state laws, you can set up a
custodial account under the Uniform Gifts to Minors Act (UGMA) or the
Uniform Transfers to Minors Act (UTMA).
TRUST 
FOR MONEY BEING INVESTED BY A TRUST 
The trust must be established before an account can be opened.
BUSINESS OR ORGANIZATION 
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS, OR OTHER
GROUPS
Requires a special application.
HOW TO BUY SHARES
THE FUND'S SHARE PRICE, called net asset value (NAV), is calculated every
business day. The fund is managed to keep its share price stable at $1.00.
The fund's shares are sold without a sales charge.
Shares are purchased at the next share price calculated after your
investment is received and accepted. Share price is normally calculated at
4 p.m. Eastern time.
IF YOU ARE NEW TO FIDELITY, complete and sign an account application and
mail it along with your check. You may also open your account in person or
by wire as described on page . If there is no application accompanying this
prospectus, call 1-800-544-8888.
IF YOU ALREADY HAVE MONEY INVESTED IN A FIDELITY FUND, you can:
(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 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  $25,000
TO ADD TO AN ACCOUNT  $1,000
Through regular investment plans* $500
MINIMUM BALANCE $10,000
* FOR MORE INFORMATION ABOUT REGULAR INVESTMENT PLANS, PLEASE REFER TO
"INVESTOR SERVICES   ,    " PAGE        .
These minimums may vary for investments through Fidelity Portfolio Advisory
   Services. Refer to the program materials for details.    
 
 
 
 
 
 
 
 
 
 
UNDERSTANDING THE
SPARTAN APPROACH(registered trademark)
Fidelity's Spartan Approach is 
based on the principle that 
lower fund expenses can 
increase returns. The Spartan 
funds keep expenses low in 
two ways. First, higher 
investment minimums reduce 
the effect of a fund's fixed 
costs, many of which are paid 
on a per-account basis. 
Second, unlike most mutual 
funds that include transaction 
costs as part of overall fund 
expenses, Spartan 
shareholders pay directly for 
the transactions they make. 
(checkmark)
 
<TABLE>
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<S>                                   <C>                                           <C>                                           
                                      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.                          
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                   <C>                                           <C>                                            
Mail (mail_graphic)   (small solid bullet) Complete and sign the    (small solid bullet) Make your check           
                      application. Make your                        payable to "Spartan                            
                      check payable to                              New Jersey Municipal                           
                      "Spartan New Jersey                           Money Market Fund."                            
                      Municipal Money                               Indicate your fund                             
                      Market Fund." Mail to                         account number on                              
                      the address indicated                         your check and mail to                         
                      on the application.                           the address printed on                         
                                                                    your account statement.                        
                                                                    (small solid bullet) Exchange by mail: call    
                                                                    1-800-544-6666 for                             
                                                                    instructions.                                  
 
</TABLE>
 
 
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<CAPTION>
<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.                                                                          
 
</TABLE>
 
 
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<S>                   <C>                                             <C>                                          
Wire (wire_graphic)   (small solid bullet) There may be a $5.00       (small solid bullet) There may be a $5.00    
                      fee for each wire                               fee for each wire                            
                      purchase.                                       purchase.                                    
                      (small solid bullet) Call 1-800-544-7777 to     (small solid bullet) Wire to:                
                      set up your account                             Bankers Trust                                
                      and to arrange a wire                           Company,                                     
                      transaction.                                    Bank Routing                                 
                      (small solid bullet) Wire within 24 hours to:   #021001033,                                  
                      Bankers Trust                                   Account #00163053.                           
                      Company,                                        Specify "Spartan New                         
                      Bank Routing                                    Jersey Municipal                             
                      #021001033,                                     Money Market Fund"                           
                      Account #00163053.                              and include your                             
                      Specify "Spartan New                            account number and                           
                      Jersey Municipal                                your name.                                   
                      Money Market Fund"                                                                           
                      and include your new                                                                         
                      account number and                                                                           
                      your name.                                                                                   
 
</TABLE>
 
 
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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.                                            
 
</TABLE>
 
 
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(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired: 1-800-544-0118               
 
</TABLE>
 
HOW TO SELL SHARES 
You can arrange to take money out of your fund account at any time by
selling (redeeming) some or all of your shares. Your shares will be sold at
the next share price calculated after your order is received and accepted.
Share price is normally calculated at 4 p.m. Eastern time. 
IF YOU ARE SELLING SOME BUT NOT ALL OF YOUR SHARES, leave at least $10,000
worth of shares in the account to keep it open. 
TO SELL SHARES BY BANK WIRE OR FIDELITY MONEY LINE, you will need to sign
up for these services in advance. 
CERTAIN REQUESTS MUST INCLUDE A SIGNATURE GUARANTEE. It is designed to
protect you and Fidelity from fraud. Your request must be made in writing
and include a signature guarantee if any of the following situations apply: 
(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 that follows.     
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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<S>                                              <C>                   <C>                                                    
Phone 1-800-544-777 (phone_graphic)              All account types     (small solid bullet) Maximum check request:            
                                                                       $100,000.                                              
                                                                       (small solid bullet) For Money Line transfers to       
                                                                       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                         
                                                 Trust                 names appear on the                                    
                                                                       account.                                               
                                                                       (small solid bullet) The trustee must sign the         
                                                                       letter indicating capacity as                          
                                                 Business or           trustee. If the trustee's name                         
                                                 Organization          is not in the account                                  
                                                                       registration, provide a copy of                        
                                                                       the trust document certified                           
                                                                       within the last 60 days.                               
                                                                       (small solid bullet) At least one person               
                                                 Executor,             authorized by corporate                                
                                                 Administrator,        resolution to act on the                               
                                                 Conservator,          account must sign the letter.                          
                                                 Guardian              (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     
                                                                       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.                                     
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                     <C>                 <C>                                                  
Check (check_graphic)   All account types   (small solid bullet) Minimum check: $1,000.          
                                            (small solid bullet) All account owners must sign    
                                            a signature card to receive a                        
                                            checkbook.                                           
 
</TABLE>
 
 
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<S>                                                                             <C>   <C>   
(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired: 1-800-544-0118               
 
</TABLE>
 
INVESTOR SERVICES
Fidelity provides a variety of services to help you manage your account.
INFORMATION SERVICES
FIDELITY'S TELEPHONE REPRESENTATIVES are available 24 hours a day, 365 days
a year. Whenever you call, you can speak with someone equipped to provide
the information or service you need.
STATEMENTS AND REPORTS that Fidelity sends to you include the following:
(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 and
prospectuses 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,     prospectuses, or historical account information.
TRANSACTION SERVICES 
EXCHANGE PRIVILEGE. You may sell your fund shares and buy shares of other
Fidelity funds by telephone or in writing. There may be a $5.00 fee for
each exchange out of the fund, unless you place your transaction on
Fidelity's automated exchange services.
Note that exchanges out of the fund are limited to four per calendar year,
and that they may have tax consequences for you. For details on policies
and restrictions governing exchanges, including circumstances under which a
shareholder's exchange privilege may be suspended or revoked, see page .
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 services that let you transfer money into your fund
account, or between fund accounts, automatically.
FIDELITY AUTOMATIC ACCOUNT BUILDERSM
TO MOVE MONEY FROM YOUR BANK ACCOUNT TO A FIDELITY FUND
MINIMUM      $500                      
 
FREQUENCY    Monthly or quarterly      
 
SETTING UP   Complete the              
             appropriate section on    
             the fund application.     
             For existing accounts,    
             call 1-800-544-6666       
             for an application.       
 
DIRECT DEPOSIT 
TO SEND ALL OR A PORTION OF YOUR PAYCHECK OR GOVERNMENT CHECK TO A FIDELITY
FUND 
MINIMUM      $500                     
 
FREQUENCY    Every pay period         
 
SETTING UP   Check the                
             appropriate box on       
             the fund application,    
             or call                  
             1-800-544-6666 for       
             an authorization form.   
 
FIDELITY AUTOMATIC EXCHANGE SERVICE
TO MOVE MONEY FROM A FIDELITY MONEY MARKET FUND TO ANOTHER FIDELITY FUND 
MINIMUM      $500                     
 
FREQUENCY    Monthly, bimonthly,      
             quarterly, or annually   
 
SETTING UP   To establish, call       
             1-800-544-6666 after     
             both accounts are        
             opened.                  
 
   SHAREHOLDER AND ACCOUNT POLICIES    
 
 
DIVIDENDS, CAPITAL GAINS, AND TAXES 
The fund distributes substantially all of its net investment income and
capital gains, if any, to shareholders each year. Income dividends are
declared daily and paid monthly. 
DISTRIBUTION OPTIONS 
When you open an account, specify on your application how you want to
receive your distributions. If the option you prefer is not listed on the
application, call 1-800-544-6666 for instructions. The fund offers three
options: 
4. REINVESTMENT OPTION. Your dividend and capital gain distributions, if
any, will be automatically reinvested in additional shares of the fund. If
you do not indicate a choice on your application, you will be assigned this
option. 
5. CASH OPTION. You will be sent a check for your dividend and capital gain
distributions, if any. 
6. DIRECTED DIVIDENDS(registered trademark) OPTION. Your dividend and
capital gain distributions, if any, will be automatically invested in
another identically registered Fidelity fund.
Dividends will be reinvested at the fund's NAV on the last day of the
month. Capital gain distributions, if any, will be reinvested at the NAV as
of the record date of the distribution. 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.
The fund earns interest from 
its investments. These are 
passed along as DIVIDEND 
DISTRIBUTIONS. The fund may 
realize capital gains if it sells 
securities for a higher price 
than it paid for them. These 
are passed along as CAPITAL 
GAIN DISTRIBUTIONS. Money 
market funds usually don't 
make capital gain 
distributions.
(checkmark)
TAXES 
As with any investment, you should consider how an investment in a tax-free
fund could affect you. Below are some of the fund's tax implications. 
Interest income that the fund earns is distributed to shareholders as
income dividends. Interest that is federally tax-free remains tax-free when
it is distributed.
However, gain on the sale of tax-free bonds results in taxable
distributions. Short-term capital gains and a portion of the gain on bonds
purchased at a discount are taxed as dividends. Long-term capital gain
distributions are taxed as long-term capital gains. These distributions are
taxable when they are paid, whether you take them in cash or reinvest them.
However, distributions declared in December and paid in January are taxable
as if they were paid on December 31. Fidelity will send you and the IRS a
statement showing the tax status of the distributions paid to you in the
previous year.
The interest from some municipal securities is subject to the federal
alternative minimum tax. The fund may invest up to 100% of its assets in
these securities. Individuals who are subject to the tax must report this
interest on their tax returns.
   To the extent the fund meets certain requirements, its income and
capital gain distributions will be free from the New Jersey Gross Income
Tax. Among other requirements, the fund must have invested at least 80% of
the aggregate principal amount of its total investments in certain New
Jersey state tax-free obligations at the close of each quarter of the tax
year.    
During fiscal 1996,    100    % of the fund's income dividends was free
from federal income tax, and    100    % was free from the New Jersey Gross
Income Tax.    26.9    % of    the fund's income dividends was subject    
to the federal alternative minimum tax.
TRANSACTION DETAILS 
THE FUND IS OPEN FOR BUSINESS each day the New York Stock Exchange (NYSE)
is open. Fidelity normally calculates the fund's NAV as of the close of
business of the NYSE, normally 4 p.m. Eastern time.
THE FUND'S NAV is the value of a single share. The NAV is computed by
adding the value of the fund's investments, cash, and other assets,
subtracting its liabilities, and then dividing the result by the number of
shares outstanding. 
Like most money market funds, the fund values the securities it owns on the
basis of amortized cost. This method minimizes the effect of changes in a
security's market value and helps the fund to maintain a stable $1.00 share
price.
THE FUND'S OFFERING PRICE (price to buy one share) and REDEMPTION PRICE
(price to sell one share) are its NAV. 
YOU MAY INITIATE MANY TRANSACTIONS BY TELEPHONE. Fidelity may only be
liable for losses resulting from unauthorized transactions if it does not
follow reasonable procedures designed to verify the identity of the caller.
Fidelity will request personalized security codes or other information, and
may also record calls. You should verify the accuracy of your confirmation
statements immediately after you receive them. If you do not want the
ability to redeem and exchange by telephone, call Fidelity for
instructions.
IF YOU ARE UNABLE TO REACH FIDELITY BY PHONE (for example, during periods
of unusual market activity), consider placing your order by mail or by
visiting a Fidelity Investor Center. 
THE FUND RESERVES THE RIGHT TO SUSPEND THE OFFERING OF SHARES for a period
of time. The fund also reserves the right to reject any specific purchase
order, including certain purchases by exchange. See "Exchange Restrictions"
on page . Purchase orders may be refused if, in FMR's opinion, they would
disrupt management of the fund.
WHEN YOU PLACE AN ORDER TO BUY SHARES, your order will be processed at the
next offering price calculated after your order is received and accepted.
Note the following: 
(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) The 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 the fund or its
transfer agent has incurred. 
(small solid bullet) The fund reserves the right to limit all accounts
maintained or controlled by any one person to a maximum total balance of $2
million.
(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. 
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 the 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) The fund may hold payment on redemptions until it is
reasonably satisfied that investments made by check or Fidelity Money Line
have been collected, which can take up to seven business days.
(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.
THE FEES FOR INDIVIDUAL TRANSACTIONS are waived if your account balance at
the time of the transaction is $50,000 or more. Otherwise, you should note
the following: 
(small solid bullet) The $2.00 checkwriting charge will be deducted from
your account. 
(small solid bullet) The $5.00 exchange fee will be deducted from the
amount of your exchange.
(small solid bullet) The $5.00 wire fee will be deducted from the amount of
your wire. 
(small solid bullet) The $5.00 account closeout fee does not apply to
exchanges or wires, but it will apply to checkwriting. 
FIDELITY RESERVES THE RIGHT TO DEDUCT AN ANNUAL MAINTENANCE FEE of $12.00
from accounts with a value of less than $2,500, subject to an annual
maximum charge of $60.00 per shareholder. It is expected that accounts will
be valued on the second Friday in November of each year. Accounts opened
after September 30 will not be subject to the fee for that year. The fee,
which is payable to the transfer agent, is designed to offset in part the
relatively higher costs of servicing smaller accounts. The fee will not be
deducted from retirement accounts (except non-prototype retirement
accounts), accounts using regular investment plans, or if total assets in
Fidelity funds exceed $50,000. Eligibility for the $50,000 waiver is
determined by aggregating Fidelity mutual fund accounts maintained by FSC
or FBSI which are registered under the same social security number or which
list the same social security number for the custodian of a Uniform
Gifts/Transfers to Minors Act account.
IF YOUR ACCOUNT BALANCE FALLS BELOW $10,000, you will be given 30 days'
notice to reestablish the minimum balance. If you do not increase your
balance, Fidelity reserves the right to close your account and send the
proceeds to you. Your shares will be redeemed at the NAV on the day your
account is closed and the $5.00 account closeout fee will be charged. 
FIDELITY MAY CHARGE A FEE FOR SPECIAL SERVICES, such as providing
historical account documents, that are beyond the normal scope of its
services. 
EXCHANGE RESTRICTIONS
As a shareholder, you have the privilege of exchanging shares of the fund
for shares of other Fidelity funds. However, you should note the following:
(small solid bullet) The fund you are exchanging into must be
   available     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, the fund reserves the right to temporarily or permanently
terminate the exchange privilege of any investor who makes more than four
exchanges out of the fund per calendar year. Accounts under common
ownership or control, including accounts with the same taxpayer
identification number, will be counted together for purposes of the four
exchange limit.
(small solid bullet) The fund reserves the right to refuse exchange
purchases by any person or group if, in FMR's judgment, the fund would be
unable to invest the money effectively in accordance with its investment
objective and policies, or would otherwise potentially be adversely
affected.
(small solid bullet) Your exchanges may be restricted or refused if the
fund receives or anticipates simultaneous orders affecting significant
portions of the fund's assets. In particular, a pattern of exchanges that
coincides with a "market timing" strategy may be disruptive to the fund.
Although the fund will attempt to give you prior notice whenever it is
reasonably able to do so, it may impose these restrictions at any time. The
fund reserves the right to terminate or modify the exchange privilege in
the future. 
OTHER FUNDS MAY HAVE DIFFERENT EXCHANGE RESTRICTIONS, and may impose
administrative fees of up to $7.50 and redemption fees of up to 1.50% on
exchanges. Check each fund's prospectus for details.
 
 
 
 
 
 
 
This prospectus is printed on recycled paper using soy-based inks.
SPARTAN(registered trademark) NEW JERSEY MUNICIPAL MONEY MARKET FUND   
    
A FUND OF FIDELITY BEACON STREET TRUST
STATEMENT OF ADDITIONAL INFORMATION
DECEMBER 20, 1996
   This Statement is not a prospectus but should be read in conjunction
with the fund's current Prospectus     (dated December 20, 1996).    Please
retain this document for future reference. The fund's financial statements
and financial highlights, included in the Annual Report for the fiscal year
ended     October 31, 1996,    are incorporated herein by reference. To
obtain an additional copy of the Prospectus or the Annual Report, please
call Fidelity Distributors Corporation at 1-800-544-8888.    
TABLE OF CONTENTS                                PAGE   
 
                                                        
 
Investment Policies and Limitations                     
 
Special Considerations Affecting New Jersey             
 
Special Considerations Affecting Puerto Rico            
 
Portfolio Transactions                                  
 
Valuation of Portfolio Securities                       
 
Performance                                             
 
Additional Purchase and Redemption Information          
 
Distributions and Taxes                                 
 
FMR                                                     
 
Trustees and Officers                                   
 
Management Contract                                     
 
Distribution and Service Plan                           
 
Contracts with FMR Affiliates                           
 
Description of the Trust                                
 
Financial Statements                                    
 
INVESTMENT ADVISER
Fidelity Management & Research Company (FMR)
INVESTMENT SUB-ADVISER
   FMR Texas Inc. (FTX)     
DISTRIBUTOR
Fidelity Distributors Corporation (FDC)
TRANSFER AGENT 
UMB Bank, n.a. (UMB )
Fidelity Service Co. (FSC)
MMM-ptb-1296
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 the fund's assets that may be
invested in any security or other asset, or sets forth a policy regarding
quality standards, such standard or percentage limitation will be
determined immediately after and as a result of the fund's acquisition of
such security or other asset. Accordingly, any subsequent change in values,
net assets, or other circumstances will not be considered when determining
whether the investment complies with the fund's investment policies and
limitations.
The 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 listed below,
the investment policies and limitations described in this Statement of
Additional Information are not fundamental and may be changed without
shareholder approval. THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT
LIMITATIONS SET FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) issue bonds or any other class of securities preferred over shares of
the fund in respect of the fund's assets or earnings; provided that
Fidelity Beacon Street Trust may issue additional series of shares in
accordance with its Declaration of Trust;
(2) sell securities short, unless it owns, or by virtue of ownership of
other securities, has the right to obtain at no added cost, securities
equivalent in kind and amount to the securities sold short; 
(3) purchase securities on margin, except that the fund may obtain such
short-term credits as are necessary for the clearance of transactions;
(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 value of the fund's total assets by reason of
a decline in net assets will be reduced within three days (exclusive of
Sundays and holidays) to the extent necessary to comply with the 33 1/3%
limitation; 
(5) underwrite securities issued by others (except to the extent that the
fund may be deemed to be an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities);
(6) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies,
instrumentalities, territories or possessions, or issued or guaranteed by a
state government or political subdivision thereof) if, as a result, more
than 25% of the value of its total assets would be invested in securities
of companies having their principal business activities in the same
industry;
(7) purchase or sell real estate unless acquired as a result of ownership
of securities (but this shall not prevent the fund from purchasing or
selling marketable securities issued by companies or other entities or
investment vehicles that deal in real estate or interests therein, nor
shall this prevent the fund from purchasing interests in pools of real
estate mortgage loans);
(8) purchase or sell physical commodities unless acquired as a result of
ownership of securities; or
(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).
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
   (i) In order to qualify as a "regulated investment company" under
Subchapter M of the Internal Revenue Code of 1986, as amended, the fund
currently intends to comply with certain diversification limits imposed by
Subchapter M.    
(ii) With respect to 75% of its total assets, the fund does not currently
intend to purchase the securities of any issuer (other than securities
issued or guaranteed by the U.S. government or any of its agencies or
instrumentalities    or securities of other investment companies)     if,
as a result, the fund would hold more than 10% of the outstanding voting
securities of that issuer.
   (iii) The fund does not currently intend to purchase securities on
margin, except that the fund may obtain such short-term     credits as are
necessary for the clearance of transactions, and provided that margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.
   (iv) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR     or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (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.
   (v) The fund does not currently intend to purchase any security if, as a
result, more than 10% of its net assets would be i    nvested in securities
that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the prices
at which they are valued.
   (vi) The fund does not currently intend to purchase or sell futures
contracts or call options. This limitation does not apply t    o options
attached to, or acquired or traded together with, their underlying
securities, and does not apply to securities that incorporate features
similar to options or futures contracts.
   (vii) The fund does not currently intend to engage in repurchase
agreements or make loans but this limitation does not apply to    
purchases of debt securities.
(   viii    ) The fund does not currently intend to (a) purchase securities
of other investment companies, except in the open market where no
commission except the ordinary broker's commission is paid, or (b) purchase
or retain securities issued by other open-end investment companies.
Limitations (a) and (b) do not apply (i) to securities received as
dividends, through offers of exchange, or as a result of a reorganization,
consolidation, or merger, or (ii) to securities of other open-end
investment companies managed    by FMR or a successor or affiliate
purchased pursuant to an exemptive order granted by the SEC.    
   (ix) The fund does not currently intend to purchase the securities of
any issuer (other than securities issued or guaranteed by domestic or
foreign governments or political subdivisions thereof) if, as a result,
more than 5% of its total assets would be invested in the securities of
business enterprises that, including predecessors, have a record of less
than three years of continuous operation.    
   (x) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.     
For purposes of limitations (6) and (i), FMR identifies the issuer of a
security depending on its terms and conditions. In identifying the issuer,
FMR will consider the entity or entities responsible for payment of
interest and repayment of principal and the source of such payments; the
way in which assets and revenues of an issuing political subdivision are
separated from those of other political entities; and whether a
governmental body is guaranteeing the security.
   For purposes of limitation (i), Subchapter M generally requires the fund
to invest no more than 25% of its total assets in securities of any one
issuer and to invest at least 50% of its total assets so that no more than
5% of the fund's total assets are invested in securities of any one issuer.
However, Subchapter M allows unlimited investments in cash, cash items,
government securities (as defined in Subchapter M) and securities of other
investment companies. These tax requirements are generally applied at the
end of each quarter of the fund's taxable year.    
   For purposes of limitation (ix), pass-through entities and other special
purpose vehicles or pools of financial assets, such as issuers of
asset-backed securities or investment companies, are not considered    
"business enterprises."
For the fund's policies on quality and maturity, see the section entitled
"Quality and Maturity" on page .
   The following pages contain more detailed information about types of
instruments in which the fund may invest, strategies FMR may employ in
pursuit of the fund's investment objective, and a summary of related risks.
FMR may not buy all of these instruments or use all of these techniques
unless it believes that doing so will help the fund achieve its goal.    
AFFILIATED BANK TRANSACTIONS. The 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 (SEC), the Board of Trustees has established and
periodically reviews procedures applicable to transactions involving
affiliated financial institutions.
DELAYED-DELIVERY TRANSACTIONS. The fund may buy and sell securities on a
delayed-delivery or when-issued basis. These transactions involve a
commitment by the fund to purchase or sell specific securities at a
predetermined price or yield, with payment and delivery taking place after
the customary settlement period for that type of security. Typically, no
interest accrues to the purchaser until the security is delivered.
When purchasing securities on a delayed-delivery basis, the fund assumes
the rights and risks of ownership, including the risk of price and yield
fluctuations. Because the fund is not required to pay for securities until
the delivery date, these risks are in addition to the risks associated with
the fund's other investments. If the fund remains substantially fully
invested at a time when delayed-delivery purchases are outstanding, the
delayed-delivery purchases may result in a form of leverage. When
delayed-delivery purchases are outstanding, the fund will set aside
appropriate liquid assets in a segregated custodial account to cover its
purchase obligations. When the fund has sold a security on a
delayed-delivery basis, the fund does not participate in further gains or
losses with respect to the security. If the other party to a
delayed-delivery transaction fails to deliver or pay for the securities,
the fund could miss a favorable price or yield opportunity, or could suffer
a loss.
The 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. 
FEDERALLY TAXABLE OBLIGATIONS. Under normal conditions, the fund does not
intend to invest in securities whose interest is federally taxable.
However, from time to time on a temporary basis, the fund may invest a
portion of its assets in fixed-income obligations whose interest is subject
to federal income tax.
Should the fund invest in federally taxable obligations, it would purchase
securities that, in FMR's judgment, are of high quality. These obligations
would include those issued or guaranteed by the U.S. government or its
agencies or instrumentalities and repurchase agreements backed by such
obligations.
Proposals to restrict or eliminate the federal income tax exemption for
interest on municipal obligations are introduced before Congress from time
to time. Proposals also may be introduced before the New Jersey legislature
that would affect the state tax treatment of the fund's distributions. If
such proposals were enacted, the availability of municipal obligations and
the value of the fund's holdings would be affected and the Trustees would
reevaluate the fund's investment objective and policies. 
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 the fund's investments and, through reports from FMR, the
Board monitors investments in illiquid instruments. In determining the
liquidity of the fund's investments, FMR may consider various factors,
including (1) the frequency of trades and quotations, (2) the number of
dealers and prospective purchasers in the marketplace, (3) dealer
undertakings to make a market, (4) the nature of the security (including
any demand or tender features), and (5) the nature of the marketplace for
trades (including the ability to assign or offset the fund's rights and
obligations relating to the investment).
FMR may determine some restricted securities and municipal lease
obligations to be illiquid.
In the absence of market quotations, illiquid investments are valued for
purposes of monitoring amortized cost valuation at fair value as determined
in good faith by a committee appointed by the Board of Trustees. If through
a change in values, net assets, or other circumstances, the fund were in a
position where more than 10% of its net assets was invested in illiquid
securities, it would seek to take appropriate steps to protect liquidity.
INTERFUND BORROWING AND LENDING PROGRAM.    Pursuant to an exemptive order
issued by the SEC, the fund has received pe    rmission to lend money to,
and borrow money from, other funds advised by FMR or its affiliates, but it
currently intends to participate in this program only as a borrower.
Interfund borrowings normally extend overnight, but can have a maximum
duration of seven days.    The     fund will borrow through the program
only when the costs are equal to or lower than the costs of bank loans.
Loans may be called on one day's notice, and    the     fund may have to
borrow from a bank at a higher interest rate if an interfund loan is called
or not renewed. 
MARKET DISRUPTION RISK. The value of municipal securities may be affected
by uncertainties in the municipal market related to legislation or
litigation involving the taxation of municipal securities or the rights of
municipal securities holders in the event of a bankruptcy. Municipal
bankruptcies are relatively rare, and certain provisions of the U.S.
Bankruptcy Code governing such bankruptcies are unclear and remain
untested. Further, the application of state law to municipal issuers could
produce varying results among the states or among municipal securities
issuers within a state. These legal uncertainties could affect the
municipal securities market generally, certain specific segments of the
market, or the relative credit quality of particular securities. Any of
these effects could have a significant impact on the prices of some or all
of the municipal securities held by a fund, making it more difficult for
the fund to maintain a stable net asset value per share.
MONEY MARKET SECURITIES are high-quality, short-term obligations. Some
money market securities employ a trust or other similar structure to modify
the maturity, price characteristics, or quality of financial assets. For
example, put features can be used to modify the maturity of a security or
interest rate adjustment features can be used to enhance price stability.
If the structure does not perform as intended, adverse tax or investment
consequences may result. Neither the Internal Revenue Service (IRS) nor any
other regulatory authority has ruled definitively on certain legal issues
presented by structured securities. Future tax or other regulatory
determinations could adversely affect the value, liquidity, or tax
treatment of the income received from these securities or the nature and
timing of distributions made by the fund. 
MUNICIPAL SECTOR:
TRANSPORTATION. Transportation debt may be issued to finance the
construction of airports, toll roads, highways, or other transit
facilities. Airport bonds are dependent on the general stability of the
airline industry and on the stability of a specific carrier who uses the
airport as a hub. Air traffic generally follows broader economic trends and
is also affected by the price and availability of fuel. Toll road bonds are
also affected by the cost and availability of fuel as well as toll levels,
the presence of competing roads and the general economic health of an area.
Fuel costs and availability also affect other transportation-related
securities, as do the presence of alternate forms of transportation, such
as public transportation.
MUNICIPAL LEASES and participation interests therein may take the form of a
lease, an installment purchase, or a conditional sale contract and are
issued by state and local governments and authorities to acquire land or a
wide variety of equipment and facilities. Generally, the fund will not hold
such obligations directly as a lessor of the property, but will purchase a
participation interest in a municipal obligation from a bank or other third
party. A participation interest gives the fund a specified, undivided
interest in the obligation in proportion to its purchased interest in the
total amount of the obligation.
Municipal leases frequently have risks distinct from those associated with
general obligation or revenue bonds. State constitutions and statutes set
forth requirements that states or municipalities must meet to incur debt.
These may include voter referenda, interest rate limits, or public sale
requirements. Leases, installment purchases, or conditional sale contracts
(which normally provide for title to the leased asset to pass to the
governmental issuer) have evolved as a means for governmental issuers to
acquire property and equipment without meeting their constitutional and
statutory requirements for the issuance of debt. Many leases and contracts
include "non-appropriation clauses" providing that the governmental issuer
has no obligation to make future payments under the lease or contract
unless money is appropriated for such purposes by the appropriate
legislative body on a yearly or other periodic basis. Non-appropriation
clauses free the issuer from debt issuance limitations. 
PUT FEATURES entitle the holder to sell a security back to the issuer or a
third party at any time or at specified intervals. They are subject to the
risk that the put provider is unable to honor the put feature (purchase the
security). Put providers often support their ability to buy securities on
demand by obtaining letters of credit or other guarantees from other
entities. Demand features, standby commitments, and tender options are
types of put features.
QUALITY AND MATURITY. Pursuant to procedures adopted by the Board of
Trustees, the fund may purchase only high-quality securities that FMR
believes present minimal credit risks. To be considered high quality, a
security must be rated in accordance with applicable rules in one of the
two highest categories for short-term securities by at least two nationally
recognized rating services (or by one, if only one rating service has rated
the security); or, if unrated, judged to be of equivalent quality by FMR.
High-quality securities are divided into "first tier" and "second tier"
securities. First tier securities are those deemed to be in the highest
rating category (e.g., Standard & Poor's A-1 or SP-1), and second tier
securities are those deemed to be in the second highest rating category
(e.g., Standard & Poor's A-2 or SP-2).
The fund currently intends to limit its investments to securities with
remaining maturities of 397 days or less, and to maintain a dollar-weighted
average maturity of 90 days or less. When determining the maturity of a
security, the fund may look to an interest rate reset or demand feature.
REPURCHASE AGREEMENTS. In a repurchase agreement, the fund purchases a
security and simultaneously commits to sell that security back to the
original seller at an agreed-upon price. The resale price reflects the
purchase price plus an agreed-upon incremental amount which is unrelated to
the coupon rate or maturity of the purchased security. To protect the fund
from risk that the original seller will not fulfill its obligation, the
securities are held in an account of the fund at a bank, marked-to-market
daily, and maintained at a value at least equal to the sale price plus the
accrued incremental amount. While it does not presently appear possible to
eliminate all risks from these transactions (particularly the possibility
that the value of the underlying security will be less than the resale
price, as well as delays and costs to the fund in connection with
bankruptcy proceedings), it is the fund's current policy to engage in
repurchase agreement transactions with parties whose creditworthiness has
been reviewed and found satisfactory by FMR.
RESTRICTED SECURITIES generally can be sold in privately negotiated
transactions, pursuant to an exemption from registration under the
Securities Act of 1933, or in a registered public offering. Where
registration is required, the fund may be obligated to pay all or part of
the registration expense and a considerable period may elapse between the
time it decides to seek registration and the time it may be permitted to
sell a security under an effective registration statement. If, during such
a period, adverse market conditions were to develop, the fund might obtain
a less favorable price than prevailed when it decided to seek registration
of the security. However, in general, the fund anticipates holding
restricted securities to maturity or selling them in an exempt transaction.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, the fund
sells a portfolio instrument to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase the instrument
at a particular price and time. While a reverse repurchase agreement is
outstanding, the fund will maintain appropriate liquid assets in a
segregated custodial account to cover its obligation under the agreement.
The fund will enter into reverse repurchase agreements only with parties
whose creditworthiness has been found satisfactory by FMR. Such
transactions may increase fluctuations in the market value of the fund's
assets and may be viewed as a form of leverage.
SOURCES OF CREDIT OR LIQUIDITY SUPPORT. FMR may rely on its evaluation of
the credit of a bank or another entity in determining whether to purchase a
security supported by a letter of credit guarantee,    put or demand
feature,     insurance or other source of credit or liquidity.    In
evaluating the credit of a foreign bank or other foreign entities, FMR will
consider whether adequate public information about the entity is available
and whether the entity may be subject to unfavorable political or economic
developments, currency controls, or other government restrictions that
might affect its ability to honor its commitment.    
VARIABLE AND FLOATING RATE SECURITIES    provide for periodic adjustments
of the interest rate paid on the security. Variable rate     securities
provide for a specified periodic adjustment in the interest rate, while
floating rate securities have interest rates that change whenever there is
a change in a designated benchmark rate. Some variable or floating rate
securities have put features.
ZERO COUPON BONDS do not make regular interest payments. Instead, they are
sold at a deep discount from their face value and are redeemed at face
value when they mature. Because zero coupon bonds do not pay current
income, their prices can be very volatile when interest rates change. In
calculating its daily dividend, the fund takes into account as income a
portion of the difference between a zero coupon bond's purchase price and
its face value.
SPECIAL CONSIDERATIONS AFFECTING NEW JERSEY
The following highlights only some of the more significant financial trends
and problems affecting New Jersey    (the State)    , and is based on
information drawn from official statements and prospectuses relating to
securities offerings of the State, its agencies and instrumentalities, as
available on the date of this    SAI    . FMR has not independently
verified any of the information contained in such official statements and
other publicly available documents, but is not aware of any fact which
would render such information inaccurate.
Effective January 1, 1994, the State's personal income tax rates were cut
by 5% for all taxpayers. Effective January 1, 1995, the State's personal
income tax rates were cut by an additional 10% for most taxpayers. By a
bill signed into law on July 4, 1995,    the State's     personal income
tax rates have been further reduced so that coupled with the prior rate
reductions, beginning with tax year 1996, personal income tax rates will
be, depending upon a taxpayer's level of income and filing status, 30%, 15%
or 9% lower than 1993 rates. At this time the effect of the tax reduction
cannot be evaluated.
The State's 199   7     Fiscal Year budget became law on June 30,
199   6    . Changes in economic activity in the State and the nation,
consumption of durable goods, corporate financial performance and other
factors that are difficult to predict may result in actual collections for
Fiscal Year 199   7     being more or less than forecasted. The State is
bound, however, by the constitutional requirement that no appropriations
law may be enacted if the amount of money appropriated therein, together
with all other prior appropriations made for the same Fiscal Year, exceeds
the total amount of anticipated revenues available for such Fiscal Year as
certified by the Governor.
The State's economic base is diversified, consisting of a variety of
manufacturing, construction and service industries, supplemented by rural
areas with selective commercial agriculture. After enjoying an
extraordinary boom during the mid-1980s,    the State    , as well as the
rest of the Northeast, slipped into a slowdown well before the onset of the
national recession which officially began in July 1990 (according to the
National Bureau of Economic Research). By the beginning of the national
recession, construction activity had already been declining in    the
State     for nearly two years   ,     growth had tapered off markedly in
the service sectors and the long-term downtrend of factory employment had
accelerated partly because of a leveling off of industrial demand
nationally. The onset of recession caused an acceleration of    the
State    's job losses in construction and manufacturing, as well as an
employment downturn in such previously growing sectors as wholesale trade,
retail trade, finance, utilities, trucking and warehousing.    The net
effect was a decline in the State's total nonfarm wage and salary
employment from a peak of 3,689,800 in 1989 to a low of 3,457,900 in 1992.
This loss was followed by an employment gain of 200,700 from May 1992 to
August 1996, a recovery of 77% of the jobs lost during the recession. More
than two-thirds of this number, nearly 138,000 jobs, were recovered in the
31 month period from January 1994 to August 1996.    
Reflecting the economic downturn, the rate of unemployment in the State
rose from a low of 3.6% during the first quarter of 1989 to a recessionary
peak of 8.   5    % during 1992 (according to U.S. Bureau of Labor
Statistics and the New Jersey Department of Labor, Division of Labor Market
and Demographic Research). Since then, the unemployment rate fell to    an
average of 6.4% in 1995 and 6.1% for the four-month period from May 1996
through August 1996    .
   For the recovery period as a whole, May 1992 to August 1996,
service-producing employment in the State has expanded by 228,500 jobs.
Hiring has been reported by food stores, auto dealers, wholesale
distributors, trucking and warehousing firms, utilities, business and
engineering/management service firms, hotels/hotel-casinos, social service
agencies, and health care providers other than hospitals. Employment growth
was particularly strong in business services and its personnel supply
component with increases of 17,500 and 8,100, respectively, in the 12-month
period ending August 1996.    
   In the manufacturing sector, employment losses slowed between 1992 and
1994. After an average annual job loss of 33,500 from 1989 through 1992,
the State's factory job losses fell to 13,300 during 1993 and 7,300 during
1994. During 1995, however, manufacturing job losses increased slightly to
9,100, reflecting a slowdown in national manufacturing production activity.
While experiencing growth in the number of production workers in 1994, the
number declined in 1995 at the same time that managerial and office staff
were also reduced as part of nationwide downsizing. Through August 1996
layoffs of white collar workers and corporate downsizing appear to be
abating.    
   Conditions have slowly improved in the construction industry, where
employment has risen by 15,600 since its low in May 1992. Between 1992 and
1995, this sector's hiring rebound was driven primarily by increased
homebuilding and nonresidential projects. During 1996, public work projects
and homebuilding became the growth segments while nonresidential
construction lessened.    
   Nonresidential construction activity, as measured by contract awards,
grew by 9.7% in 1993, 19.6% in 1994, and 3.0% in 1995. More recently,
nonresidential building construction contracts fell by 20.5% in the first
eight months of 1996. This decline is largely attributable to an abundance
of large, one-time contract awards during 1995, including a $202.9 million
contract for the construction of a state prison.     
   Residential construction contracts through August 1996, despite monthly
fluctuations, increased by 1.4% for the first eight months of 1996 as
compared to the first eight months of 1995 ($1,502 million and $1,481
million, respectively). Nonbuilding or infrastructure construction rose
robustly by 17.8% during this period. Despite these increases, total
construction contracts declined by 3.9% when comparing the first eight
months of 1995 and 1996.    
   Improvements in overall employment opportunities and the economy in
general have led to increased consumer spending during the recovery. While
overall retail sales in the State grew by only 1.6% during 1993, they
performed much better in 1994, advancing by 7.8% which exceeded the 7.5%
growth registered nationwide. During 1995, especially the winter months,
consumer confidence and actual consumer spending moderated both nationally
and in the State. For all of 1995, retail sales in the State grew by 2.3%.
Retail sales regained momentum in 1996 and have been on a moderately upward
trend, rising to an annual rate of $76.5 billion through June. The State's
pickup in growth after a blizzard-related January decline resulted in sales
growth of 4.2% when comparing the first six months of 1995 with those of
1996. The rising trend in retail sales has been translated into steady
increases in retail trade jobs (both full- and part-time) with a rise in
retail employment from December 1995 to August 1996 of 6,900 jobs.    
   Total new vehicle registrations (new passenger cars and light trucks and
vans) rose robustly in 1993 by more than 18%, and in 1994 by 5.8%, but
declined by 4.4% in 1995. Through July 1996, however, total new vehicle
registrations rose by 3.5% compared to the same period in 1995.    
   The insured unemployment rate, i.e., the number of individuals claiming
benefits as a percentage of the number of workers covered by unemployment
insurance, declined from 3.9% during calendar years 1991 and 1992 to 3.3%
during 1993 and then averaged 3.2% throughout 1994, 1995 and the first six
months of 1996. As of August 1, 1996, the State's unemployment insurance
trust fund balance stood at $2.1 billion.    
   The State has benefited from the national recovery. The State's recovery
is in its fifth year and appears to be sustainable now that the national
economy has had a "soft landing." The U.S. economy is in a period of
steady, moderate growth, having slowed enough during the fourth quarter of
1995 and first quarter of 1996 to avoid inflation, but not enough to slip
into a recession. While the latest national indicators show that economic
growth accelerated during the second quarter of this year, the inflation
rate remained low.    
   Business investment expenditures and consumer spending have increased
substantially in the nation as well as in the State. Capital and consumer
spending may very well continue to rise due to the sustained character of
the recovery, although the interest-sensitive homebuilding industry may
provide only a moderate amount of stimulus both nationally and in the
State. It is expected that the employment and income growth that has and is
taking place will lead to further growth in consumer outlays. Reasons for
cautious optimism in the State include increasing employment levels, a
declining jobless rate, and a higher-than-national level of per capita
personal income.    
   If the nation's economic growth rate slows from the robust 4.7% growth
in the second quarter of 1996, business expansion could become somewhat
more subdued in the State as the rest of 1996 unfolds. However, the State's
economy should have enough momentum to keep its trend line pointing
upwards. Its growth potential is not yet limited by the labor supply
constraints beginning to affect some other parts of the country.    
Prospects for    the State     are favorable   .     Although growth is
likely to be slower than in the nation, the locational advantages that have
served    the State     well for many years will still be there. Structural
changes that have been going on for years can be expected to continue, with
job creation concentrated most heavily in the service sectors.
There is a Constitutional provision that requires the State to maintain a
balanced budget. The State operates on a fiscal year beginning July 1 and
ending June 30. For example, "Fiscal Year 199   7    " refers to the
State's fiscal year beginning July 1, 199   6     and ending June 30,
199   7    . The General Fund is the fund into which all State revenues not
otherwise restricted by statute are deposited and from which appropriations
are made. The largest part of the total financial operations of the State
is accounted for in the General Fund, which includes revenues received from
taxes and unrestricted by statute, most federal revenues, and certain
miscellaneous revenue items. The appropriation acts enacted by the
Legislature and approved by the Governor provide the basic framework for
the operation of the General Fund. The undesignated General Fund balance at
year end for Fiscal Year 1993 was $937 million   ,        f    or Fiscal
Year 1994   , $926 million, and for Fiscal Year 1995, $569 million. For
Fiscal Year 1996,     the undesignated General Fund    balance     is
estimated to be $   471     million, and for Fiscal Year 199   7    , the
balance in the undesignated General Fund is estimated to be $   255    
million.
   T    he    F    iscal 199   7     Appropriations Act    provides $628.5
million     as the State's contributions to public retirement plans.
Between July 1, 1993 and July 1, 1994, independent actuaries reported that
the market value of all assets of the retirement funds was $   42.9
b    illion compared to a $   40.3     billion accrued liability,
representing a funding level of    106.5    %, determined in accordance
with the principles of the Financial Accounting Standards Board. The
present value of projected benefits, determined in accordance with the
principles of the Government Accounting Standards Board, of the funds
i   s     $4   9    .   6     billion, representing a funding level for
projected benefits of 8   2.4    %.
According to recently published statistics,    the State     is among those
states which receive the highest amount of federal aid. Federal aid
received in the General Fund and Special Transportation fund amounted to
$4.38 billion for the Fiscal Year ended June 30, 1993   ,     $4.20 billion
for the Fiscal Year ended June 30, 1994,    $4.62 for the Fiscal Year ended
June 30, 1995, and     is projected to be $5.4   8     billion for the
Fiscal Year ending June 30, 199   6     and $5.   46     billion for the
fiscal year ending June 30, 199   7    . The largest portion of federal aid
is made up of entitlements, whereby the State is reimbursed for
expenditures up to a certain percentage of total cost. Whether federal aid
is received under a formula, an entitlement, or a categorical grant
program, the actual expenditure of funds may be either at the State level,
the local level, or some other level, such as a non-profit agency.
The State finances capital projects primarily through the sale of its
general obligation bonds. These bonds are backed by the full faith and
credit of the State. Tax revenues and certain other fees are pledged to
meet the principal and interest payments required to pay the debt fully. No
general obligation debt can be issued by the State without prior voter
approval, except that no voter approval is required for any law authorizing
the creation of a debt for the purpose of refinancing all or a portion of
outstanding debt of the State, so long as such law requires that the
refinancing provide a debt service savings.
In addition to payment from bond proceeds, capital construction can also be
funded by appropriation of current revenues on a pay-as-you-go basis. This
amount represents    2.2    % of the total Fiscal Year 199   7     budget.
In Fiscal Year 199   7    , the amount is $   352.6     million    of
which     $   304.5     million is for transportation projects.
The aggregate outstanding general obligation bonded indebtedness of the
State as of June 30, 199   6     was $3.6   88     billion. For fiscal Year
199   7    , $   446.9     million has been appropriated for principal and
interest payments for general obligation bonds.
The State has extensive control over school districts, cities, counties and
local financing authorities. State laws impose specific limitations on
local appropriations, with exemptions subject to state approval. The State
shares the proceeds of a number of taxes, with funds going primarily for
local education programs, homestead rebates, medicaid and welfare programs.
Certain bonds are issued by localities, but supported by direct state
payments. In addition, the State participates in local wastewater treatment
programs.
At any given time, there are various numbers of claims and cases pending
against the State. State agencies and employees, seeking recovery of
monetary damages that are primarily paid out of the fund created pursuant
to the Tort Claims Act, N.J.S.A. 59:1-1 ET. SEQ. In addition, at any given
time there are various contract claims against the State and State agencies
seeking recovery of monetary damages. The State is unable to estimate its
exposure for these claims. Moreover,    the State     is involved in a
number of other lawsuits in which the State has the potential for either a
significant loss of revenue or a significant unanticipated expenditure.
Such cases include challenges to its system of educational funding, the
methods by which the State Department of Human Services shares with county
governments, the maintenance recoveries and costs for residents in State
psychiatric hospitals, and residential facilities for the developmentally
disabled,    a suit challenging the constitutionality of hazardous and
solid waste licensure renewal fees collected by the Department of
Environmental Protection, a suit alleging tort and contractual claims
against the State associated with a resource recovery facility,     a suit
seeking return of moneys paid by various counties for maintenance of
Medicaid or Medicare eligible residents of institutions and facilities for
the developmentally disabled, a suit challenging assessments upon property
and casualty liability insurers pursuant to the Fair Automobile Insurance
Reform Act, and suits seeking return of moneys paid by various hospitals
pursuant to the Health Care Cost Re   form     Act of 199   2    .
NEW JERSEY EDUCATION ASSOCIATION ET AL. V. STATE OF NEW JERSEY ET AL.
represents a challenge to amendments to the pension laws enacted on
Jun   e     30, 1994 (P.L. 1994, Chapter 62), which concerned the funding
of the Teachers Pension and Annuity Fund (TPAF), the Public Employee's
Retirement System (PERS), and Police and Fireman's Retirement System
(PFRS), the State Police Retirement System (SPRS) and the Judicial
Retirement System (JRS). The complaint was filed in the United States
District Court of New Jersey on October 17, 1994. The statute, as enacted,
made several changes affecting these retirement systems including changing
the actuarial funding method to projected unit credit; continuing the
prefunding of post-retirement medical benefits but at a reduced level for
TPAF and PERS; revising the employee member contribution rate to a flat 5%
for TPAF and PERS; extending the phase   -    in period for the revised
TPAF actuarial assumptions; changing the phase-in period for funding of
cost-of-living adjustments and reducing the inflation assumption for the
Cost of Living Adjustment for all retirement systems; and decreasing the
average salary increase assumption for all retirement systems. Plaintiffs
allege that the changes resulted in lower employer contributions in order
to reduce a general budget deficit. The complaint further alleges that
certain provisions of Chapter 62 violate the contract, due process, and
taking clauses of the United States and New Jersey Constitutions, and
further constitute a breach of the State's fiduciary duty to participants
in TPAF and PERS. Plaintiffs seek to permanently enjoin the State from
administering, enforcing or otherwise implementing Chapter 62. An adverse
determination against the State would have a significant impact upon the
fiscal year 199   7     budget.    The State has filed a motion of
dismissal and a motion for summary judgment.    
   On October 6, 1995, the Court issued its opinion in which it dismissed
the State as a party to the action. The only defendant is Treasurer Clymer.
The claims surviving the motion are (1) breach of trust and fiduciary duty
(against the Treasurer in both his individual and official capacities); (2)
violation of due process (against the Treasurer in both his individual and
official capacities); and (3) a 42 U.S.C. (sub-section)1983 claim (against
the Treasurer in his individual capacity).    
   The forms of relief sought related to these surviving claims are: (1) a
declaration that certain provisions of Chapter 62 violate due process of
law under the Fifth and Fourteenth Amendments to the U.S. Constitution; (2)
a declaration that the enactment and implementation of certain provisions
of Chapter 62 constitute a breach of the fiduciary obligations owed to
contributing participants, vested participants and retirees of the TPAF and
PERS; (3) a declaration that Chapter 62 contravenes the statutory and
common law duties to administer and fund the plans in an actuarially sound
and fiscally responsible manner; (4) a permanent injunction against
administering, enforcing or otherwise implementing certain provisions of
Chapter 62; and (5) directing payment of plaintiffs' attorneys' fees,
disbursements and costs pursuant to 42 U.S.C. (sub-section)1988.    
   The State filed a motion for reconsideration or, in the alternative, for
a certification to the Third Circuit Court of Appeals, of the remaining
claims. By order dated December 19, 1995, the District Court denied the
motion in all respects. On January 29, 1996, the State, on behalf of
Treasurer Clymer, filed a Petition for a Writ of Mandamus and a Motion for
a Stay of the Proceedings below, pending consideration and disposition of
the petition, with the Third Circuit Court of Appeals. In the petition,
Treasurer Clymer asked the Court of Appeals to direct the District Court to
dismiss the complaint or enter summary judgment in his favor.
Alternatively, the Treasurer asked the Court of Appeals to order the
District Court to vacate its order denying summary judgment and resolve
that motion as a matter of law without discovery or fact finding or to
certify the issues for interlocutory appeal. The Third Circuit Court of
Appeals denied the motion and petition on February 20, 1996. Discovery is
proceeding in this matter. The State intends to vigorously defend this
action.    
Currently, the State's general obligation bonds are rated AA+ by Standard &
Poor's Corporation, Aa1 by Moody's Investors Service, Inc. and AA+ by Fitch
Investors Service, Inc.
SPECIAL CONSIDERATIONS AFFECTING PUERTO RICO
The following highlights some of the more significant financial trends and
problems affecting the Commonwealth of Puerto Rico (the Commonwealth or
Puerto Rico) and is based on information drawn from official statements and
prospectuses relating to the securities offerings of Puerto Rico, its
agencies and instrumentalities, available as of the date of this SAI. FMR
has not independently verified any of the information contained in such
official statements, prospectuses, and other publicly available documents,
but it is not aware of any fact which would render such information
materially inaccurate. 
   The economy of Puerto Rico is closely integrated with that of the United
States. In fiscal 1994, trade with the United States accounted for
approximately 87% of Puerto Rico's exports and approximately 67% of its
imports. In this regard, Puerto Rico experienced a $4.3 billion positive
adjusted merchandise trade balance in fiscal 1994.    
   Since fiscal 1985, personal income, both aggregate and per capita, have
increased consistently each fiscal year. In fiscal 1994, aggregate personal
income was $25.7 billion and personal income per capita was $7,047. Gross
domestic product in fiscal year 1991, 1992, 1993, 1994, and 1995 was $22.8
billion, $23.7 billion, $25.2 billion, $26.6 billion, and $28.3 billion,
respectively. For fiscal 1996, an increase in gross product of 2.7% over
fiscal 1995 is forecasted. However, actual growth in the Puerto Rico
economy will depend on several factors, including the state of the U.S.
economy, the exchange rate for the U.S. dollar, increases in exports and
visitors to the Commonwealth, the price stability of oil imports, the level
of federal transfers, and the cost of borrowing. Due to uncertainties with
respect to these factors, there is no assurance that the economy of Puerto
Rico will continue to grow.    
   Puerto Rico's economy continued to expand throughout the five year
period from fiscal 1990 through fiscal 1994. While trends in the Puerto
Rico economy generally follow those of the United States, Puerto Rico did
not experience a recession in 1991. This was primarily because of low oil
prices, low interest rates, and Puerto Rico's strong manufacturing base,
which has a large component of non-cyclical industries. Other factors in
the continued expansion included Commonwealth-sponsored economic
development programs, stable prices of oil imports, low exchange rates for
the U.S. dollar, the level of federal transfers, and the relatively low
cost of borrowing funds during that period.    
   Puerto Rico has made marked improvements in fighting unemployment.
Nonetheless, although unemployment is at relatively low historical levels
for the Commonwealth, it remains above the U.S. average. The unemployment
rate declined from 16.0% to 13.8% from fiscal 1994 to fiscal 1995. As of
October 1995, the unemployment rate stood at 15.0%. Despite this relative
downturn, there is a possibility that the unemployment rate will increase
if there are changes in factors that directly impact the economy of Puerto
Rico.    
   The economy of Puerto Rico has undergone a transformation in the later
half of this century from one centered around agriculture to one dominated
by the manufacturing and service industries. Manufacturing is the
cornerstone of Puerto Rico's economy and accounted for $16.3 billion or
41.5% of gross domestic product in fiscal 1994. However, manufacturing has
experienced a basic change over the years as a result of the influx of
higher wage, high technology industries such as pharmaceuticals,
electronics, computers, microprocessors, scientific instruments, and high
technology machinery. The service sector, which includes wholesale and
retail trade, finance and real estate, ranks second in its contribution to
gross domestic product and is the economic sector that employs the greatest
number of people. In fiscal 1994, the service sector generated $15 billion
in gross domestic product and employed over 478,000 people. The government
sector of the Commonwealth also plays an important role in the economy of
the island. In fiscal 1994, the government accounted for $4.1 billion of
Puerto Rico's gross domestic product and provided 22.2% of total
employment. Tourism also contributed significantly to the island economy
and total visitor expenditures amounted to $1.8 billion in fiscal 1995.    
Much of the development of the manufacturing sector of the economy of
Puerto Rico is attributable to federal and Commonwealth tax incentives,
most notably section 936 of the Internal Revenue Code of 1986, as amended
(Section 936), and the Commonwealth's Industrial Incentives Program.
Section 936 currently grants U.S. corporations that meet certain criteria
and elect its application a credit (the Section 936 credit) against their
U.S. corporate income tax on the portion of the tax attributable to (i)
income derived from the active conduct of a trade or business in Puerto
Rico (active business income) or from the sale or exchange of substantially
all of the assets used in the active conduct of such trade or business and
(ii) qualified possession source investment income. The Industrial
Incentives Program, through the 1987 Industrial Incentives Act, grants
corporations engaged in certain qualified activities a fixed 90% exemption
from Commonwealth income and property taxes and a 60% exemption from
municipal license taxes.
   Pursuant to amendments to the Internal Revenue Code (the Code) for
taxable years commencing after 1993, two alternative limitations apply to
the Section 936 credit against active business income and sale of assets
income, as previously described. The first option limits the credit against
such income to 40% of the credit allowable previous to the amendments of
1993, with a five-year phase-in period starting at 60% of the current
allowable credit (the Percentage Limitation). The second option limits the
allowable credit to the sum of (i) 60% of qualified compensation paid to
employees (as defined in the Code), (ii) a specified percentage of
depreciation deductions, and (iii) a portion of the Puerto Rico income
taxes paid by the Section 936 corporation, up to a 9% effective tax rate
(the Economic Activity Limitation).    
   On November 17, 1995, the U.S. Congress adopted, as part of its larger
federal income tax legislative package, a ten-year phase-out of the current
Section 936 credit for companies that are existing credit claimants and the
elimination of the credit for companies establishing new operations in
Puerto Rico and for existing companies that add a substantial new line of
business. The Section 936 credit based on the Economic Activity Limitation
will continue as under current law without change until tax years beginning
in 2002, during which years a corporation's possession business income will
be subject to a cap based on its possession income for an average adjusted
base period. The credit based on the Percentage Limitation will continue as
under current law until tax years beginning in 1998. In that year and
thereafter, the credit based on the Percentage Limitation will be 40%, but
the possession business income will be subject to a cap based on a
corporation's possession income for an average adjusted base period. The
Section 936 credit is eliminated entirely for taxable years beginning in
2006. However, the credit granted to qualified possession source investment
income is eliminated for taxable years beginning after December 31, 1995.
    
   President Clinton vetoed the legislation submitted by the U.S. Congress
on December 7, 1995. The Administration has proposed a modification to the
Section 936 credit that would phase out the credit based on the Percentage
Limitation over a five year period beginning in 1997, retain the credit
based upon the Economic Activity Limitation under current law, allow a
five-year carry forward of excess Section 936 credit based upon the
Economic Activity Limitation, and retain the Section 936 credit granted to
qualified possession source investment income under current law    .
   The Governor of Puerto Rico has proposed to the U.S. Congress a
modification of the total elimination of the Section 936 credit by offering
qualifying companies the option of the existing Section 936 credit, as
amended by the U.S. House of Representatives proposal, or a new incentive
program, to be available throughout the United States, including Puerto
Rico. The proposal would provide such companies a credit based on
qualifying wages paid, other wage-related expenses such as fringe benefits,
depreciation expenses for certain tangible assets, research and development
expenses, and passive investment income from qualifying investments in the
subject jurisdiction, so long as the company's employees are in an
"economically developing" jurisdiction in which prevailing per capita
income is substantially below the national average, among other things. The
credit granted to qualifying companies would continue in effect until the
jurisdiction shows, among other things, substantial economic improvement in
terms of the specified economic parameters. The Governor's proposal is not
currently included in either the legislation adopted by the U.S. Congress
on November 17, 1995 or in the Administration's proposal. It is not
possible at this time to determine the final legislative changes that may
be made to Section 936 or the effect that this will have on the long-term
outlook for the economy of Puerto Rico.    
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed on
behalf of the fund by FMR pursuant to authority contained in the fund's
management contract. FMR has granted investment management authority to the
sub-adviser (see the section entitled "Management Contract"), and the
sub-adviser is authorized to place orders for the purchase and sale of
portfolio securities, and will do so in accordance with the policies
described below. 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. Securities purchased and sold by the
fund generally will be traded on a net basis (i.e., without commission). 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 fund may execute portfolio transactions with broker-dealers who provide
research and execution services to the fund or other accounts over which
FMR or its affiliates exercise investment discretion. Such services may
include advice concerning the value of securities; the advisability of
investing in, purchasing, or selling securities; and the availability of
securities or the purchasers or sellers of securities. In addition, such
broker-dealers may furnish analyses and reports concerning issuers,
industries, securities, economic factors and trends, portfolio strategy,
and performance of accounts; effect securities transactions, and perform
functions incidental thereto (such as clearance and settlement). FMR
maintains a listing of broker-dealers who provide such services on a
regular basis. However, as many transactions on behalf of the fund are
placed with broker-dealers (including broker-dealers on the list) without
regard to the furnishing of such services, it is not possible to estimate
the proportion of such transactions directed to such broker-dealers solely
because such services were provided. 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 fund may be useful to FMR in rendering investment management
services to the fund or its other clients, and conversely, such research
provided by broker-dealers who have executed transaction orders on behalf
of other FMR clients may be useful to FMR in carrying out its obligations
to the fund. The receipt of such research has not reduced FMR's normal
independent research activities; however, it enables FMR to avoid the
additional expenses that could be incurred if FMR tried to develop
comparable information through its own efforts.
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 the
fund to pay such higher commissions, FMR must determine in good faith that
such commissions are reasonable in relation to the value of the brokerage
and research services provided by such executing broker-dealers, viewed in
terms of a particular transaction or FMR's overall responsibilities to the
fund and its other clients. In reaching this determination, FMR will not
attempt to place a specific dollar value on the brokerage and research
services provided, or to determine what portion of the compensation should
be related to those services.
FMR is authorized to use research services provided by and to place
portfolio transactions with brokerage firms that have provided assistance
in the distribution of shares of the fund, or shares of other Fidelity
funds to the extent permitted by law. FMR may use research services
provided by and place agency transactions with Fidelity Brokerage Services,
Inc. (FBSI), a subsidiary of FMR Corp., if the commissions are fair,
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 requirements, the Board of Trustees has
authorized FBSI to execute portfolio transactions on national securities
exchanges in accordance with approved procedures and applicable SEC rules.
The Trustees periodically review FMR's performance of its responsibilities
in connection with the placement of portfolio transactions on behalf of the
fund and review the commissions paid by the fund over representative
periods of time to determine if they are reasonable in relation to the
benefits to the fund.
   For fiscal 1996, 1995, and 1994, the fund paid no brokerage
commissions.    
   During fiscal 1996, the fund paid no fees to brokerage firms that
provided research services.    
From time to time the Trustees will review whether the recapture for the
benefit of the fund of some portion of the brokerage commissions or similar
fees paid by the fund on portfolio transactions is legally permissible and
advisable. The fund seeks to recapture soliciting broker-dealer fees on the
tender of portfolio securities, but at present no other recapture
arrangements are in effect. The Trustees intend to continue to review
whether recapture opportunities are available and are legally permissible
and, if so, to determine in the exercise of their business judgment whether
it would be advisable for the fund to seek such recapture.
Although the Trustees and officers of the fund are substantially the same
as those of other funds managed by FMR, investment decisions for the fund
are made independently from those of other funds managed by FMR or accounts
managed by FMR affiliates. It sometimes happens that the same security is
held in the portfolio of more than one of these funds or accounts.
Simultaneous transactions are inevitable when several funds and 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 for each fund. In
some cases this system could have a detrimental effect on the price or
value of the security as far as the fund is concerned. In other cases,
however, the ability of the fund to participate in volume transactions will
produce better executions and prices for the fund. It is the current
opinion of the Trustees that the desirability of retaining FMR as
investment adviser to the fund outweighs any disadvantages that may be said
to exist from exposure to simultaneous transactions.
VALUATION OF PORTFOLIO SECURITIES
The fund values its investments on the basis of amortized cost. This
technique involves valuing an instrument at its cost as adjusted for
amortization of premium or accretion of discount rather than its value
based on current market quotations or appropriate substitutes which reflect
current market conditions. The amortized cost value of an instrument may be
higher or lower than the price the fund would receive if it sold the
instrument.
Valuing the fund's instruments on the basis of amortized cost and use of
the term "money market fund" are permitted by Rule 2a-7 under the
Investment Company Act of 1940. The fund must adhere to certain conditions
under Rule 2a-7.
The Board of Trustees of the trust oversees FMR's adherence to SEC rules
concerning money market funds, and has established procedures designed to
stabilize the fund's NAV at $1.00. At such intervals as they deem
appropriate, the Trustees consider the extent to which NAV calculated by
using market valuations would deviate from $1.00 per share. If the Trustees
believe that a deviation from the fund's amortized cost per share may
result in material dilution or other unfair results to shareholders, the
Trustees have agreed to take such corrective action, if any, as they deem
appropriate to eliminate or reduce, to the extent reasonably practicable,
the dilution or unfair results. Such corrective action could include
selling portfolio instruments prior to maturity to realize capital gains or
losses or to shorten average portfolio maturity; withholding dividends;
redeeming shares in kind; establishing NAV by using available market
quotations; and such other measures as the Trustees may deem appropriate.
During periods of declining interest rates, the fund's yield based on
amortized cost may be higher than the yield based on market valuations.
Under these circumstances, a shareholder in the fund would be able to
obtain a somewhat higher yield than would result if the fund utilized
market valuations to determine its NAV. The converse would apply in a
period of rising interest rates.
PERFORMANCE
The fund may quote performance in various ways. All performance information
supplied by the fund in advertising is historical and is not intended to
indicate future returns. The fund's yield and total return fluctuate in
response to market conditions and other factors.
YIELD CALCULATIONS. To compute the fund's yield for a period, the net
change in value of a hypothetical account containing one share reflects the
value of additional shares purchased with dividends from the one original
share and dividends declared on both the original share and any additional
shares. The net change is then divided by the value of the account at the
beginning of the period to obtain a base period return. This base period
return is annualized to obtain a current annualized yield. The fund also
may calculate an effective yield by compounding the base period return over
a one-year period. In addition to the current yield, the fund may quote
yields in advertising based on any historical seven-day period. Yields for
the fund are calculated on the same basis as other money market funds, as
required by applicable regulations.
Yield information may be useful in reviewing the fund's performance and in
providing a basis for comparison with other investment alternatives.
However, the fund's yield fluctuates, unlike investments that pay a fixed
interest rate over a stated period of time. When comparing investment
alternatives, investors should also note the quality and maturity of the
portfolio securities of respective investment companies they have chosen to
consider.
Investors should recognize that in periods of declining interest rates the
fund's yield will tend to be somewhat higher than prevailing market rates,
and in periods of rising interest rates the fund's yield will tend to be
somewhat lower. Also, when interest rates are falling, the inflow of net
new money to the fund from the continuous sale of its shares will likely be
invested in instruments producing lower yields than the balance of the
fund's holdings, thereby reducing the fund's current yield. In periods of
rising interest rates, the opposite can be expected to occur.
The fund's tax-equivalent yield is the rate an investor would have to earn
from a fully taxable investment before taxes to equal the fund's tax-free
yield. Tax-equivalent yields are calculated by dividing the fund's yield by
the result of one minus a stated federal or combined federal and state
   income     tax rate. If only a portion of the fund's yield is
tax-exempt, only that portion is adjusted in the calculation.
   The following tables show the effect of a shareholder's tax status on
effective yield under federal and state income tax laws for 1996.     The
second table shows the approximate yield a taxable security must provide at
various income brackets to produce after-tax yields equivalent to those of
hypothetical tax-exempt obligations yielding from 2.0% to 7.0%. Of course,
no assurance can be given that the fund will achieve any specific
tax-exempt yield. While the fund invests principally in obligations whose
interest is exempt from federal and state income tax, other income received
by the fund may be taxable. The tables do not take into account local
taxes, if any, payable on fund distributions.
   Use the first table to find your approximate effective tax bracket
taking into account federal and state taxes for 1996.    
   1996 TAX RATES    
 
<TABLE>
<CAPTION>
<S>               <C>   <C>            <C>   <C>           <C>             <C>          
Taxable Income*                              Federal       State           Combined     
                                             Income        Marginal Rate   Income Tax   
                                             Tax Bracket                    Bracket**   
 
Single Return           Joint Return                                                    
 
</TABLE>
 
$ 24,001  -   $ 35,000   $ 40,101  -   $ 50,000    28.0%    1.750%    29.26%   
 
 -----                    50,001  -     70,000     28.0%    2.450%    29.76%   
 
 35,001  -     40,000     70,001  -     80,000     28.0%    3.500%    30.52%   
 
 40,001  -     58,150     80,001  -     96,900     28.0%    5.525%    31.98%   
 
 58,151  -     75,000     96,901  -     147,700    31.0%    5.525%    34.81%   
 
 75,001  -     121,300    -----                    31.0%    6.370%    35.40%   
 
 -----                    147,701  -    150,000    36.0%    5.525%    39.54%   
 
 121,301  -    263,750    150,001  -    263,750    36.0%    6.370%    40.08%   
 
 263,751  -    +          263,751  -    +          39.6%    6.370%    43.45%   
 
* Net amount subject to federal income tax after deductions and exemptions.
Assumes ordinary income only.
** Excludes the impact of the phaseout of personal exemptions, limitations
on itemized deductions, and other credits, exclusions, and adjustments
which may increase a taxpayer's marginal tax rate. An increase in a
shareholder's marginal tax rate would increase that shareholder's
tax-equivalent yield.
Having determined your effective tax bracket, use the following table to
determine the tax-equivalent yield for a given tax-free yield.
 
<TABLE>
<CAPTION>
<S>   <C>                                                                                 
         If your effective combined federal and state personal tax rate in 1996 is:       
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>   <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      
      29.26%   29.76%   30.52%   31.98%   34.81%   35.40%   39.54%   40.08%   43.45%   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>               <C>                                                               
To match these    Your taxable investment would have to earn the following yield:   
tax-free rates:                                                                     
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>    <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      
2.0%    2.83%    2.85%    2.88%    2.94%    3.07%    3.10%    3.31%    3.34%    3.54%   
 
3.0%    4.24%    4.27%    4.32%    4.41%    4.60%    4.64%    4.96%    5.01%    5.31%   
 
4.0%    5.65%    5.69%    5.76%    5.88%    6.14%    6.19%    6.62%    6.68%    7.07%   
 
5.0%    7.07%    7.12%    7.20%    7.35%    7.67%    7.74%    8.27%    8.34%    8.84%   
 
6.0%    8.48%    8.54%    8.64%    8.82%    9.20%    9.29%    9.92%   10.01%   10.61%   
 
7.0%    9.90%    9.97%   10.07%   10.29%   10.74%   10.84%   11.58%   11.68%   12.38%   
 
</TABLE>
 
The fund may invest a portion of its assets in obligations that are subject
to state or federal income taxes. When the fund invests in these
obligations, its tax-equivalent yield will be lower. In the table above,
the tax-equivalent yields are calculated assuming investments are 100%
federally and state tax-free.
TOTAL RETURN CALCULATIONS. Total returns quoted in advertising reflect all
aspects of the fund's return, including the effect of reinvesting dividends
and capital gain distributions, and any change in the fund's net asset
value (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 the fund over a stated period, and then
calculating the annually compounded percentage rate that would have
produced the same result if the rate of growth or decline in value had been
constant over the period. For example, a cumulative total return of 100%
over ten years would produce an average annual total return of 7.18%, which
is the steady annual rate of return that would equal 100% growth on a
compounded basis in ten years. While average annual total returns are a
convenient means of comparing investment alternatives, investors should
realize that the fund's performance is not constant over time, but changes
from year to year, and that average annual total returns represent averaged
figures as opposed to the actual year-to-year performance of the fund.
In addition to average annual total returns, the fund may quote unaveraged
or cumulative total returns reflecting the simple change in value of an
investment over a stated period. 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 quoted 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, and may omit or include the effect of the $5.00
account closeout fee.
HISTORICAL FUND RESULTS. The following table shows the fund's 7-day yields,
tax-equivalent yields, and total returns for the period ended October 31,
1996. Total return figures include the effect of the $5.00 account closeout
fee based on an average sized account.
The tax-equivalent yield is based on a combined effective federal and state
income tax rate of    40.08    % and reflects that, as of October 31, 1996,
an estimated    0    % of the fund's income was subject to state taxes.
Note that the fund may invest in securities whose income is subject to the
federal alternative minimum tax.
 
<TABLE>
<CAPTION>
<S>   <C>   <C>   <C>                            <C>   <C>   <C>                        <C>   <C>   
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>          <C>            <C>         <C>         <C>         <C>             <C>             <C>              <C>              
             Average Annual Total Returns           Cumulative Total Returns               
 
             Seven-Day      Tax-        One         Five        Life of         One             Five             Life of          
             Yield          Equivalent  Year        Years       Fund*           Year            Years            Fund*            
                            Yield                                                                                                   
         
 
                                                                                                                                    
          
 
Spartan New     3.20%       5.34%       3.24%       2.95%       3.46    %       3.24    %       15.63    %       24.76    %   
Jersey Money 
Market       
 
</TABLE>
 
* From May 1, 1990 (commencement of operations).
Note: If FMR had not reimbursed certain fund expenses during these periods,
the fund's yield would have been    3.05    % and total returns would have
been lower.
The following table shows the income and capital elements of the fund's
cumulative total return. The table compares the fund's return to the record
of the Standard & Poor's 500 Index (S&P 500), the Dow Jones Industrial
Average (DJIA), and the cost of living    as     measured by the Consumer
Price Index    (    CPI)   ,     over the same period. The CPI information
is as of the month end closest to the initial investment date for
   the     fund. The S&P 500 and DJIA comparisons are provided to show how
the fund's total return compared to the record of a broad    unmanaged
index     of common stocks and a narrower set of stocks of major industrial
companies, respectively, over the same period.    Because     the fund
invests in short-term fixed-income securities, common stocks represent a
different type of investment from the fund. Common stocks generally offer
greater growth potential than the fund, but generally experience greater
price volatility, which means greater potential for loss. In addition,
common stocks generally provide lower income than a fixed-income investment
such as the fund.    T    he S&P 500 and DJIA    returns     are based on
the prices of unmanaged groups of stocks and, unlike the fund's returns, do
not include the effect of brokerage commissions or other costs of
investing.
During the period from May 1, 1990 (commencement of operations) to October
31, 1996, a hypothetical $10,000 investment in Municipal Money Market 
would have grown to $   12,477    , assuming all distributions were
reinvested. This was a period of fluctuating interest rates 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.    Tax consequences of different investments have not been factored
into the figures below. The figures in the table do not include the effect
of the fund's $5.00 account closeout fee.    
 
<TABLE>
<CAPTION>
<S>                                              <C>   <C>   <C>   <C>   <C>       <C>   <C>   
SPARTAN NEW JERSEY MUNICIPAL MONEY MARKET FUND                           INDICES               
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>     <C>               <C>              <C>             <C>               <C>               <C>               <C>               
Period 
Ended    Value of          Value of         Value of        Total             S&P 500           DJIA              Cost of           
October 
31       Initial           Reinvested       Reinvested      Value                                                 Living**          
         $10,000           Dividend         Capital Gain                                                                            
         Investment        Distributions    Distributions                                                                           
 
                                                                                                                                    
 
                                                                                                                                    
 
                                                                                                                                    
 
1996     $    10,000       $    2,477       $    0          $    12,477       $    25,750       $    27,344       $ 12,28   1       
 
1995     $    10,000       $    2,085       $    0          $    12,085       $    20,750       $    21,106       $    11,924       
 
1994     $    10,000       $    1,659       $    0          $    11,659       $    16,411       $    16,916       $    11,598       
 
1993     $    10,000       $    1,381       $    0          $    11,381       $    15,800       $    15,504       $    11,303       
 
1992     $    10,000       $    1,140       $    0          $    11,140       $    13,745       $    13,201       $    11,001       
 
1991     $    10,000       $    790         $    0          $    10,790       $    12,499       $    12,195       $    10,659       
 
1990*    $    10,000       $    292         $    0          $    10,292       $    9,362        $    9,375        $    10,357       
 
</TABLE>
 
* From May 1, 1990 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000    in Spartan New
Jersey Municipal Money Market     on May 1, 1990, the net amount invested
in fund shares was $10,000. The cost of the initial investment ($10,000),
together with the aggregate cost of reinvested dividends for the period
covered (their cash value at the time they were reinvested), amounted to
$   12,477    . If distributions had not been reinvested, the amount of
distributions earned from the fund over time would have been smaller, and
cash payments (dividends) for the period would have amounted to
$   2,216    . The fund did not distribute any capital gains during the
perio   d.    
PERFORMANCE COMPARISONS. The 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. Generally, Lipper rankings are based on total
return, assume reinvestment of distributions, do not take sales charges or
redemption fees into consideration, and are prepared without regard to tax
consequences. Lipper may also rank funds based on yield. In addition to the
mutual fund rankings, the 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 available from stock mutual
funds.
From time to time, the fund's performance may also be compared to other
mutual funds tracked by financial or business publications and periodicals.
For example, the fund may quote Morningstar, Inc. in its advertising
materials. Morningstar, Inc. is a mutual fund rating service that rates
mutual funds on the basis of risk-adjusted performance. Rankings that
compare the performance of Fidelity funds to one another in appropriate
categories over specific periods of time may also be quoted in advertising.
The 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, the
fund may offer greater liquidity or higher potential returns than CDs, the
fund does not guarantee your principal or your return, and fund shares are
not FDIC insured.
Fidelity may provide information designed to help individuals understand
their investment goals and explore various financial strategies. Such
information may include information about current economic, market, and
political conditions; materials that describe general principles of
investing, such as asset allocation, diversification, risk tolerance, and
goal setting; questionnaires designed to help create a personal financial
profile; worksheets used to project savings needs based on assumed rates of
inflation and hypothetical rates of return; and action plans offering
investment alternatives. Materials may also include discussions of
Fidelity's asset allocation funds and other Fidelity funds, products, and
services.
Ibbotson Associates of Chicago, Illinois (Ibbotson) provides historical
returns of the capital markets in the United States, including common
stocks, small capitalization stocks, long-term corporate bonds,
intermediate-term government bonds, long-term government bonds, Treasury
bills, the U.S. rate of inflation (based on the CPI), and combinations of
various capital markets. The performance of these capital markets is based
on the returns of different 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. 
The fund may compare its performance or the performance of securities in
which it may invest to averages published by IBC Financial Data, Inc. of
Ashland, Massachusetts. These averages assume reinvestment of
distributions. The IBC's MONEY FUND    REPORT AVERAGES(trademark)/All
Tax-Free, which is reported in IBC's MONEY FUND REPORT(registered
trademark), covers over 414 tax-free money market funds.     
In advertising materials, Fidelity may reference or discuss its products
and services, which may include other Fidelity funds; retirement investing;
brokerage products and services; model portfolios or allocations; saving
for college or other goals; charitable giving; and the Fidelity credit
card. In addition, Fidelity may quote or reprint financial or business
publications and periodicals as they relate to current economic and
political conditions, fund management, portfolio composition, investment
philosophy, investment techniques, the desirability of owning a particular
mutual fund, and Fidelity services and products. Fidelity may also reprint,
and use as advertising and sales literature, articles from Fidelity
Focus(registered trademark), a quarterly magazine provided free of charge
to Fidelity fund shareholders.
The fund may present its fund number, Quotron(trademark) number, and CUSIP
number, and discuss or quote its current portfolio manager.
As of October 31, 1996, FMR advised over $   28     billion in tax-free
fund assets, $   93     billion in money market fund assets, $   289    
billion in equity fund assets, $   59     billion in international fund
assets, and $   24     billion in Spartan fund assets. The fund 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
The fund is open for business and its net asset value per share (NAV) is
calculated each day the New York Stock Exchange (NYSE) is open for trading.
The NYSE has designated the following holiday closings for 1997: New Year's
Day, President's Day (observed), Good Friday, Memorial Day (observed),
Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. Although
FMR expects the same holiday schedule to be observed in the future, the
NYSE may modify its holiday schedule at any time. In addition, the fund
will not process wire purchases and redemptions on days when the Federal
Reserve Wire System is closed.
FSC normally determines the fund's NAV as of the close of the NYSE
(normally 4:00 p.m. Eastern time). However, NAV may be calculated earlier
if trading on the NYSE is restricted or as permitted by the Securities and
Exchange Commission (SEC). To the extent that portfolio securities are
traded in other markets on days when the NYSE is closed, the fund's NAV may
be affected on days when investors do not have access to the fund to
purchase or redeem shares. In addition, trading in some of the 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 the 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), the fund is required to give shareholders at least 60 days' notice
prior to terminating or modifying its exchange privilege. Under the Rule,
the 60-day notification requirement may be waived if (i) the only effect of
a modification would be to reduce or eliminate an administrative fee,
redemption fee, or deferred sales charge ordinarily payable at the time of
an exchange, or (ii) the fund suspends the redemption of the shares to be
exchanged as permitted under the 1940 Act or the rules and regulations
thereunder, or the fund to be acquired suspends the sale of its shares
because it is unable to invest amounts effectively in accordance with its
investment objective and policies.
In the Prospectus, the fund has notified shareholders that it reserves the
right at any time, without prior notice, to refuse exchange purchases by
any person or group if, in FMR's judgment, the fund would be unable to
invest effectively in accordance with its investment objective and
policies, or would otherwise potentially be adversely affected.
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. To the extent that the fund's income is designated as federally
tax-exempt interest, the daily dividends declared by the fund are also
federally tax-exempt. Short-term capital gains are distributed as dividend
income, but do not qualify for the dividends-received deduction. These
gains will be taxed as ordinary income. The fund will send each shareholder
a notice in January describing the tax status of dividend and capital gain
distributions (if any) for the prior year. 
Shareholders are required to report tax-exempt income on their federal tax
returns. Shareholders who earn other income, such as Social Security
benefits, may be subject to federal income tax on up to 85% of such
benefits to the extent that their income, including tax-exempt income,
exceeds certain base amounts.
   The fund purchases municipal securities whose interest FMR believes is
free from federal income tax. Generally, issuers or other parties have
entered into covenants requiring continuing compliance with federal tax
requirements to preserve the tax-free status of interest payments over the
life of the security. If at any time the covenants are not complied with,
or if the IRS otherwise determines that the issuer did not comply with
relevant tax requirements, interest payments from a security could become
federally taxable retroactive to the date the security was issued. For
certain types of structured securities, the tax status of the pass-through
of tax-free income may also be based on the federal and state tax treatment
of the structure.    
As a result of the Tax Reform Act of 1986, interest on certain "private
activity" securities is subject to the federal alternative minimum tax
(AMT), although the interest continues to be excludable from gross income
for other tax purposes. Interest from private activity securities will be
considered tax-exempt for purposes of the fund's policies of investing so
that at least 80% of its income is free from federal income tax. Interest
from private activity securities is a tax preference item for the purposes
of determining whether a taxpayer is subject to the AMT and the amount of
AMT to be paid, if any. Private activity securities issued after August 7,
1986 to benefit a private or industrial user or to finance a private
facility are affected by this rule.
A portion of the gain on bonds purchased with market discount after April
30, 1993 and short-term capital gains distributed by the fund are taxable
to shareholders as dividends, not as capital gains. Dividend distributions
resulting from a recharacterization of gain from the sale of bonds
purchased with market discount after April 30, 1993 are not considered
income for purposes of the fund's policy of investing so that at least 80%
of its income is free from federal income tax. The fund may distribute any
net realized short-term capital gains and taxable market discount once a
year or more often, as necessary, to maintain its net asset value at $1.00
per share.
Corporate investors should note that a tax preference item for purposes of
the corporate AMT is 75% of the amount by which adjusted current earnings
(which includes tax-exempt interest) exceeds the alternative minimum
taxable income of the corporation. If a shareholder receives an
exempt-interest dividend and sells shares at a loss after holding them for
a period of six months or less, the loss will be disallowed to the extent
of the amount of exempt-interest dividend. 
NEW JERSEY TAX CONSEQUENCES. In order to pass through tax-exempt interest
and dividends for New Jersey Gross Income Tax purposes, among other
requirements at the close of each quarter of the tax year, the fund must
have not less than 80% of the aggregate principal amount of the fund's
investments (excluding financial options, futures, forward contracts and
similar financial instruments relating to interest-bearing obligations)
invested in obligations issued by New Jersey or New Jersey local government
entities or certain other federal and New Jersey tax-exempt obligations of
qualifying issuers (the "80% Test"). In the event the fund does not meet
the 80% Test, distributions by the fund will be taxable to shareholders for
New Jersey Gross Income Tax purposes. Interest on indebtedness incurred or
continued to purchase or carry fund shares is not deductible either for New
Jersey Gross Income Tax purposes or federal income tax purposes to the
extent attributable to exempt-interest dividends.
   Exempt-interest dividends and gains paid to a corporate shareholder will
be subject to the New Jersey Corporation Business (Franchise) Tax and the
New Jersey Corporation Income Tax.    
CAPITAL GAIN DISTRIBUTIONS. Long-term capital gains earned by the fund on
the sale of securities and distributed to shareholders are federally
taxable as long-term capital gains, regardless of the length of time
shareholders have held their shares. If a shareholder receives a long-term
capital gain distribution on shares of the fund, and such shares are held
six months or less and are sold at a loss, the portion of the loss equal to
the amount of the long-term capital gain distribution will be considered a
long-term loss for tax purposes. Short-term capital gains distributed by
the fund are taxable to shareholders as dividends, not as capital gains.
The fund does not anticipate distributing long-term capital gains.
As of October 31, 1996, the fund had a capital loss carryforward
aggregating approximately $   42,000    . This loss carryforward, of which
$   24,000    , $   16,000    , and $   2,000     will expire on October
31,    2001    ,    2003    , and    2004    , respectively, is available
to offset future capital gains.
TAX STATUS OF THE FUND. The 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,
the fund intends to distribute substantially all of its net investment
income and net realized capital gains within each calendar year as well as
on a fiscal year basis.
The fund is treated as a separate entity from the other funds of Fidelity
Beacon Street Trust for tax purposes.
OTHER TAX INFORMATION. The information above is only a summary of some of
the tax consequences generally affecting the fund and its shareholders, and
no attempt has been made to discuss individual tax consequences. In
addition to federal income taxes, shareholders may be subject to state and
local taxes on fund distributions, and shares may be subject to state and
local personal property taxes. Investors should consult their tax advisers
to determine whether the fund is suitable to their particular tax
situation.
FMR
All of the stock of FMR is owned by FMR Corp., its parent organized in
1972. The voting common stock of FMR Corp. is divided into two classes.
Class B is held predominantly by members of the Edward C. Johnson 3d family
and is entitled to 49% of the vote on any matter acted upon by the voting
common stock. Class A is held predominantly by non-Johnson family member
employees of FMR Corp. and its affiliates and is entitled to 51% of the
vote on any such matter. The Johnson family group and all other Class B
shareholders have entered into a shareholders' voting agreement under which
all Class B shares will be voted in accordance with the majority vote of
Class B shares. Under the 1940 Act, control of a company is presumed where
one individual or group of individuals owns more than 25% of the voting
stock of that company. Therefore, through their ownership of voting common
stock and the execution of the shareholders' voting agreement, members of
the Johnson family may be deemed, under the 1940 Act, to form a controlling
group with respect to FMR Corp.
At present, the principal operating activities of FMR Corp. are those
conducted by 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 institutional customers and funds sold
through intermediaries; and Fidelity Investments Retail Marketing Company,
which provides marketing services to various companies within the Fidelity
organization.
Fidelity investment personnel may invest in securities for their own
account pursuant to a code of ethics that sets forth all employees'
fiduciary responsibilities regarding the funds, establishes procedures for
personal investing and restricts certain transactions. For example, all
personal trades in most securities require pre-clearance, and participation
in initial public offerings is prohibited. In addition, restrictions on the
timing of personal investing in relation to trades by Fidelity funds and on
short-term trading have been adopted.
TRUSTEES AND OFFICERS
The Trustees   , Members of the Advisory Board,     and executive officers
of the trust are listed below. Except as indicated, each individual has
held the office shown or other offices in the same company for the last
five years. All persons named as Trustees    and Members of the Advisory
Board     also serve in similar capacities for other funds advised by FMR.
The business address of each Trustee and officer who is an "interested
person" (as defined in the Investment Company Act of 1940) is 82 Devonshire
Street, Boston, Massachusetts 02109, which is also the address of FMR. The
business address of all the other Trustees    and Members of the Advisory
Board     is Fidelity Investments, P.O. Box 9235, Boston, Massachusetts
02205-9235. Those Trustees who are "interested persons" by virtue of their
affiliation with either the trust or FMR are indicated by an asterisk (*).
*EDWARD C. JOHNSON 3d (6   6    ), 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., Fidelity Management & Research (U.K.) Inc., and
Fidelity Management & Research (Far East) Inc.
*J. GARY BURKHEAD (5   5    ), Trustee and Senior Vice President, is
President of FMR; and President and a Director of FMR Texas Inc., Fidelity
Management & Research (U.K.) Inc., and Fidelity Management & Research (Far
East) Inc.
   RALPH F. COX (64), Trustee (1991), is a management consultant (1994).
Prior to February 1994, he was President of Greenhill Petroleum Corporation
(petroleum exploration and production). Until March 1990, Mr. Cox was
President and Chief Operating Officer of Union Pacific Resources Company
(exploration and production). He is a Director of Sanifill Corporation
(non-hazardous waste, 1993), CH2M Hill Companies (engineering), Rio Grande,
Inc. (oil and gas production), and Daniel Industries (petroleum measurement
equipment manufacturer). In addition, he is a member of advisory boards of
Texas A&M University and the University of Texas at Austin.    
PHYLLIS BURKE DAVIS (6   4    ), 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), and previously served
as a Director of Hallmark Cards, Inc. (1985-1991) and Nabisco Brands, Inc.
In addition, she is a member of the President's Advisory Council of     The
University of Vermont School of Business Administration.
RICHARD J. FLYNN (7   2    ), Trustee and Chairman of the non-interested
Trustees, 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 Trustee of College of the Holy Cross
and Old Sturbridge Village, Inc., and he previously served as a Director of
Mechanics Bank (1971-1995).
E. BRADLEY JONES (6   8    ), Trustee. Prior to his retirement in 1984, Mr.
Jones was Chairman and Chief Executive Officer of LTV Steel Company. He is
a Director of TRW Inc. (original equipment and replacement products),
Cleveland-Cliffs Inc (mining),    Consolidated Rail Corporation, Birmingham
Steel Corporation, and RPM, Inc. (manufacturer of chemical products), and
he previously served as a Director of NACCO Industries, Inc. (mining and
marketing, 1985-1995) and Hyster-Yale Materials Handling    , Inc.
(1985-1995). In addition, he serves as a Trustee of First Union Real Estate
Investments, a Trustee and member of the Executive Committee of the
Cleveland Clinic Foundation, a Trustee and member of the Executive
Committee of University School (Cleveland), and a Trustee of Cleveland
Clinic Florida.
DONALD J. KIRK (6   3    ), Trustee, is Executive-in-Residence (1995) at
Columbia University Graduate School of Business and a financial consultant.
From 1987 to January 1995, Mr. Kirk was a Professor at Columbia University
Graduate School of Business. Prior to 1987, he was Chairman of the
Financial Accounting Standards Board. Mr. Kirk is a Director of General Re
Corporation (reinsurance), and he previously served as a Director of
Valuation Research Corp. (appraisals and valuations, 1993-1995). In
addition, he serves as Chairman of the Board of Directors of the National
Arts Stabilization Fund, Chairman of the Board of Trustees of the Greenwich
   Hospital Association, a Member of the Public Oversight Board of the
American Institute of Certified Public Accountants' SEC Practice Section
(1995), and as a Public Governor of the National Association of Securities
Dealers, Inc. (1996).    
   *PETER S. LYNCH (53), Trustee, is Vice Chairman and Director of FMR
(1992). Prior to May 31, 1990, he was a Director of FMR     and Executive
Vice President of FMR (a position he held until March 31, 1991); Vice
President of Fidelity Magellan Fund and FMR Growth Group Leader; and
Managing Director of FMR Corp. Mr. Lynch was also Vice President of
Fidelity Investments Corporate Services (1991-1992). He is a Director of
W.R. Grace & Co. (chemicals) 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.
   GERALD C. McDONOUGH (67), Trustee and Vice-Chairman of the
non-interested Trustees, is Chairman of G.M. Management Group (strategic
advisory services). Prior to his retirement in July 1988, he was Chairman
and Chief Executive Officer o    f Leaseway Transportation Corp. (physical
distribution services). Mr. McDonough is a Director of Brush-Wellman Inc.
(metal refining), York International Corp. (air conditioning and
refrigeration), Commercial Intertech Corp. (   hydraulic systems, building
systems, and metal products,     1992),    CUNO, Inc. (liquid and gas
filtration products, 1996),     and Associated Estates Realty Corporation
(a real estate investment trust, 1993).    Mr. McDonough served as a
Director of ACME-Cleveland Corp. (metal working, telecommunications, and
electronic products) from 1987-1996.    
   EDWARD H. MALONE (71), Trustee. Prior to his retirement in 1985, Mr.
Malone was Chairman, General Electric I    nvestment 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 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 (63), Trustee (1993) is Chairman of the Board, President,
and Chief Executive Officer of Lexmark Interna    tional, 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 Cabin    et.
   THOMAS R. WILLIAMS (68), Trustee, is President of The Wales Group, Inc.
(management and financial advisory services). P    rior to retiring in
1987, Mr. Williams served as Chairman of the Board of First Wachovia
Corporation (bank holding company), and Chairman and Chief Executive
Officer of The First National Bank of Atlanta and First Atlanta Corporation
(bank holding company). He is currently a Director of BellSouth Corporation
(telecommunications), ConAgra, Inc. (agricultural products), Fisher
Business Systems, Inc. (computer software), Georgia Power Company (electric
utility), Gerber Alley & Associates, Inc. (computer software), National
Life Insurance Company of Vermont, American Software, Inc., and AppleSouth,
Inc. (restaurants, 1992).
   WILLIAM O. McCOY (62), Member of the Advisory Board (1996), is the Vice
President of Finance for the University of North Carolina (16-school
system, 1995). Prior to his retirement in December 1994, Mr. McCoy was Vice
Chairman of the Board of BellSouth Corporation (telecommunications) and
President of BellSouth Enterprises. He is currently a Director of Liberty
Corporation (holding company), Weeks Corporation of Atlanta (real estate,
1994), and Carolina Power and Light Company (electric utility, 1996).
Previously he was a Director of First American Corporation (bankholding
company, 1979-1996). In addition, Mr. McCoy serves as a member of the Board
of Visitors for the University of North Carolina at Chapel Hill (1994) and
for the Kenan Flager Business School (University of North Carolina at
Chapel Hill).    
   SARAH H. ZENOBLE (47), Vice President, is Vice President of Fidelity's
money market funds (1996) and Vice President of FMR Texas Inc.    
   JANICE BRADBURN (45), is Vice President and manager of Spartan New
Jersey Municipal Money Market Fund, which she has managed since August
1996. She also manages several other Fidelity Funds. Since joining Fidelity
in 1989, Ms. Bradburn has worked as a manager.    
   ARTHUR S. LORING (49), Secretary, is Senior Vice President (1993) and
General Counsel of FMR, Vice Presiden    t-Legal of FMR Corp., and Vice
President and Clerk of FDC.
   KENNETH A. RATHGEBER (49), Trea    surer (1995), is Treasurer of the
Fidelity funds and is an employee of FMR (1995). Before joining FMR, Mr.
Rathgeber was a Vice President of Goldman Sachs & Co. (1978-1995), where he
served in various positions, including Vice President of Proprietary
Accounting (1988-1992), Global Co-Controller (1992-1994), and Chief
Operations Officer of Goldman Sachs (Asia) LLC (1994-1995).
T   HOMAS D. MAHER (51), Assistant Vice Presiden    t, is Assistant Vice
President of Fidelity's money market funds and Vice President and Associate
General Counsel of FMR Texas Inc. 
JOHN H. COSTELLO (50), Assistant Treasurer, is an employee of FMR.
   LEONARD M. RUSH (50), Assistant T    reasurer (1994), is an employee of
FMR (1994). Prior to becoming Assistant Treasurer of the Fidelity funds,
Mr. Rush was Chief Compliance Officer of FMR Corp. (1993-1994) and Chief
Financial Officer of Fidelity Brokerage Services, Inc. (1990-1993).
   THOMAS J. SIMPSON (38), Assistant Treasurer (1996), is Assistant
Treasurer of Fidelity's money market funds and an employee of FMR (1996).
Prior to joining FMR, Mr. Simpson was Vice President and Fund Controller of
Liberty Investment Services (1987-1995).    
The following table sets forth information describing the compensation of
each current Trustee    or Member of the Advisory Board     of the fund for
his or her services as trustee for the fiscal year ended October 31, 1996. 
      COMPENSATION TABLE               
 
 
<TABLE>
<CAPTION>
<S>                       <C>             <C>                  <C>                 <C>             
Trustees                  Aggregate       Pension or           Estimated Annual    Total           
                          Compensation    Retirement           Benefits Upon       Compensation    
                          from            Benefits Accrued     Retirement from     from the Fund   
                          the Fund        as Part of Fund      the Fund Complex*   Complex*        
                                          Expenses from the                                        
                                          Fund Complex*                                            
 
J. Gary Burkhead **       $ 0             $ 0                  $ 0                 $ 0             
 
Ralph F. Cox                  168          5,200                52,000              128,000        
 
Phyllis Burke Davis           163          5,200                52,000              125,000        
 
Richard J. Flynn              214          0                    52,000              160,500        
 
Edward C. Johnson 3d **    0               0                    0                   0              
 
E. Bradley Jones              165          5,200                49,400              128,000        
 
Donald J. Kirk                166          5,200                52,000              129,500        
 
Peter S. Lynch **          0               0                    0                   0              
 
Gerald C. McDonough           164          5,200                52,000              128,000        
 
Edward H. Malone              165          5,200                44,200              128,000        
 
Marvin L. Mann                165          5,200                52,000              128,000        
 
Thomas R. Williams            166          5,200                52,000              125,000        
 
William O. McCoy                  77      N/A                  N/A                  0              
 
</TABLE>
 
   * Information is as of December 31, 1995 for 219 funds in the
complex.    
   ** Interested trustees of the fund are compensated by FMR.    
The non-interested Trustees may elect to defer receipt of all or a
percentage of their annual fees in accordance with the terms of    a
Deferred Compensation Plan (the Plan). Under the Plan, compensation
deferred by a Trustee is periodically adjusted as though     an equivalent
amount had been invested and reinvested in shares of one or more funds in
the complex designated by such Trustee (designated securities). The amount
paid to the Trustee under the Plan will be determined based upon the
performance of such investments. Deferral of Trustees' fees in accordance
with the Plan will have a negligible effect on the fund's assets,
liabilities, and net income per share, and will not obligate the fund to
retain the services of any Trustee or to pay any particular level of
compensation to the Trustee. The fund may invest in such designated
securities under the Plan without shareholder approval.
   Under a retirement program adopted in July 1988 and modified in November
1995, each non-interested Trustee may receive payments from a Fidelity fund
during his or her lifetime based on his or her basic trustee fees and
length of service. The obligation of a fund to make such payments is
neither secured nor funded. A Trustee becomes eligible to participate in
the program at the end of the calender year in which he or she reaches age
72, provided that, at the time of retirement, he or she has served as a
Fidelity fund Trustee for at least five years. Currently, Messrs. Ralph S.
Saul, William R. Spaulding, Bertram H. Witham, and David L. Yunich, all
former non-interested Trustees, receive retirement benefits under the
program.    
   As of October 31    , 1996 the Trustees   , Members of the Advisory
Board,     and officers of the fund owned, in the aggregate, less than
   1    % of the fund's total outstanding shares.
MANAGEMENT CONTRACT
The fund employs FMR to furnish investment advisory and other services.
Under its management contract with the fund, FMR acts as investment adviser
and, subject to the supervision of the Board of Trustees, directs the
investments of the fund in accordance with its investment objective,
policies, and limitations. FMR also provides the fund with all necessary
office facilities and personnel for servicing the fund's investments,
compensates all officers of the fund and all Trustees who are "interested
persons" of the trust or of FMR, and all personnel of the fund or FMR
performing services relating to research, statistical, and investment
activities.
In addition, FMR or its affiliates, subject to the supervision of the Board
of Trustees, provide the management and administrative services necessary
for the operation of the fund. These services include providing facilities
for maintaining the fund's organization; supervising relations with
custodians, transfer and pricing agents, accountants, underwriters, and
other persons dealing with the fund; preparing all general shareholder
communications and conducting shareholder relations; maintaining the fund's
records and the registration of the fund's shares under federal and state
laws; developing management and shareholder services for the fund; and
furnishing reports, evaluations, and analyses on a variety of subjects to
the Trustees.
FMR is responsible for the payment of all expenses of the fund with certain
exceptions. Specific expenses payable by FMR include, without limitation,
expenses for the typesetting, printing, and mailing proxy materials to
shareholders; legal expenses,    and the fees of the custodian, auditor and
interested Trustees; costs of typesetting, printing, and mailing
prospectuses and stat    ements of additional information, notices and
reports to shareholders; the fund's proportionate share of insurance
premiums and Investment Company Institute dues. FMR also provides for
transfer agent and dividend disbursing services and portfolio and general
accounting record maintenance through FSC. 
FMR pays all other expenses of the fund with the following exceptions: fees
and expenses of all Trustees of the trust who are not "interested persons"
of the trust or FMR (the non-interested Trustees); interest on borrowings;
taxes; brokerage commissions (if any); and such nonrecurring expenses as
may arise, including costs of any litigation to which a fund may be a
party, and any obligation it may have to indemnify the officers and
Trustees with respect to litigation.
FMR is the fund's manager pursuant to a management contract dated December
30, 1991, which was approved by shareholders on October 23, 1991. The
management fee paid to FMR is reduced by an amount equal to the fees and
expenses paid by the    fund to the non-interested Trustees.    
For the services of FMR under the contract, the fund pays FMR a monthly
management fee at the annual rate of    .50    % of the average net assets
of the fund throughout the month. 
FMR may, from time to time, voluntarily reimburse all or a portion of the
fund's operating expenses (exclusive of interest, taxes, brokerage
commissions, and extraordinary expenses). FMR retains the ability to be
repaid for these expense reimbursements in the amount that expenses fall
below the limit prior to the end of the fiscal year. Expense reimbursements
by FMR will increase the fund's total returns and yield and repayment of
the reimbursement by the fund will lower its total returns and yield.
   Effective December 1, 1995, FMR voluntarily agreed, subject to revision
or termination, to reimburse the fund if and to the extent that its
aggregate operating expenses, including management fees, were in excess of
an annual rate of .35% of average net assets of the fund. The following
tables further outline expense limitations (as a percentage of average net
assets) and state both the amount of the management fees and the amount
reimbursed for the fiscal years 1996, 1995, and 1994. If these
reimbursements had not been in effect, for the fiscal years ended October
31, 1996, 1995, and 1994, FMR would have received fees amounting to
$2,454,322, $2,216,748, and $1,820,307, respectively, which would have been
equivalent to .50%, .50%, and .50% of average net assets of the fund (after
reduction for compensation to the non-interested Trustees).    
From               To                  Expense Limitation   
 
December 1, 1995   --                  .35%                 
 
July 1, 1995       November 30, 1995   .32%                 
 
August 1, 1994     June 30, 1995       .30%                 
 
December 1, 1993   July 31, 1994       .25%                 
 
August 1, 1993     November 30, 1993   .50%                 
 
Fiscal Period   Management Fee         Amount of         
                Before Reimbursement   Reimbursement     
 
1996            $   2,454,322          $   748,187       
 
1995            $2,216,748             $855,981          
 
1994            $1,820,307             $796,773          
 
To defray shareholder service costs, FMR or its affiliates also collect the
fund's $5.00 exchange fee, $5.00 account closeout fee, $5.00 fee for wire
purchases and redemptions, and $2.00 checkwriting charge. Shareholder
transaction fees and charges collected by FMR are indicated in the table
below.
Period Ended                   Account                       Checkwriting    
October 31     Exchange Fees   Closeout Fees   Wire Fees     Charges         
 
1996              $1,800          $666            $420          $3,876       
 
1995           $2,545          $776            $500          $4,048          
 
1994           $3,035          $962            $561          $3,612          
 
   FMR has entered into a sub-advisory agreement with FTX pursuant to which
FTX has primary responsibility for providing portfolio investment
management services to the fund.    
Under the sub-advisory agreement, dated December 30, 1991, which was
approved by shareholders on October 23, 1991, FMR pays FTX fees equal to
50% of the management fee payable to FMR under its management contract with
the fund. The fees paid to FTX are not reduced by any voluntary or
mandatory expense reimbursements that may be in effect from time to time.
On behalf of Spartan New Jersey Municipal Money Market, for fiscal 1996,
1995, and 1994, FMR paid FTX fees of $   1,227,161    , $   1,108,374    
and $   910,154    , respectively.
DISTRIBUTION AND SERVICE PLAN
The Trustees have approved a Distribution and Service Plan on behalf of the
fund (the Plan) pursuant to Rule 12b-1 under the Investment Company Act of
1940 (the Rule). The Rule provides in substance that a mutual fund may not
engage directly or indirectly in financing any activity that is primarily
intended to result in the sale of shares of a fund except pursuant to a
plan approved on behalf of the fund under the Rule. The Plan, as approved
by the Trustees, allows the fund and FMR to incur certain expenses that
might be considered to constitute indirect payment by the fund of
distribution expenses.
Under the Plan, if the payment of management fees by the fund to FMR is
deemed to be indirect financing by the fund of the distribution of its
shares, such payment is authorized by the Plan. The Plan also specifically
recognizes that FMR, either directly or through FDC, may use its management
fee revenue, past profits, or other resources, without limitation, to pay
promotional and administrative expenses in connection with the offer and
sale of shares of the fund. In addition, the Plan provides that FMR may use
its resources, including its management fee revenues, to make payments to
third parties that assist in selling shares of the fund, or to third
parties, including banks, that render shareholder support services.
The Trustees have not authorized such payments to date.
Prior to approving the Plan, the Trustees carefully considered all
pertinent factors relating to the implementation of the Plan, and have
determined that there is a reasonable likelihood that the Plan will benefit
the the fund and its shareholders. In particular, the Trustees noted that
the Plan does not authorize payments by the fund other than those made to
FMR under its management contract with the fund. To the extent that the
Plan gives FMR and FDC greater flexibility in connection with the
distribution of shares of the fund, additional sales of fund shares may
result. Furthermore, certain shareholder support services may be provided
more effectively under the Plan by local entities with whom shareholders
have other relationships.
   The fund's Plan was approved by shareholders, in connection with a
reorganization transaction on December 30, 1991, pursuant to an Agreement
and Plan of Conversion.    
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
might occur, including possible termination of any automatic investment or
redemption or other services then provided by the bank. It is not expected
that shareholders would suffer any adverse financial consequences as a
result of any of these occurrences. In addition, state securities laws on
this issue may differ from the interpretations of federal law expressed
herein, and banks and financial institutions may be required to register as
dealers pursuant to state law. 
The 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.
CONTRACTS WITH FMR AFFILIATES
UMB Bank, n.a. (UMB) is the fund's custodian and transfer agent. UMB has
entered into a sub-contract with FSC, an affiliate of FMR, under the terms
of which FSC performs the processing activities associated with providing
transfer agent and shareholder    servicing functions for the fund. Under
this arrangement, FSC receives an annual account fee and an asset-based fee
each based on account size and fund type for each retail account and
certain institutional accounts. With respect to certain institutional
retirement accounts, FSC receives an annual account fee and an asset-based
fee based on account type or fund type. These annual account fees are
subject to increase based on postal rate changes. FSC also collects small
account fees from certain accounts with balances of less than $2,500. UMB
has an additional sub-contract with FSC, pursuant to which FSC performs the
calculations necessary to determine the fund's NAV and dividends and
maintains the fund's accounting records. For pricing and bookkeeping
services, FSC receives a fee based on the fund's average net assets. UMB is
entitled to reimbursement from FMR for fees paid to FSC because FMR must
bear these costs pursuant to its management contract with the fund.     
The fund has a distribution agreement with FDC, a Massachusetts corporation
organized on July 18, 1960. FDC is a broker-dealer registered under the
Securities Exchange Act of 1934 and is a member of the National Association
of Securities Dealers, Inc. The distribution agreement calls for FDC to use
all reasonable efforts, consistent with its other business, to secure
purchasers for shares of the fund, which are continuously offered at net
asset value. Promotional and administrative expenses in connection with the
offer and sale of shares are paid by FMR.
DESCRIPTION OF THE TRUST
TRUST ORGANIZATION. Fidelity Municipal Money Market Fund    is a fund
    of Fidelity Beacon Street Trust, an open-end m   anagement investment
company originally o    rganized as a Massachusetts business trust on June
19, 1979. On April 19, 1990, the trust's name was changed from Fidelity
Tax-Exempt Money Market Trust to Fidelity Beacon Street Trust. On December
30, 1991, the trust was converted to a Delaware business trust pursuant to
an agreement approved by shareholders on October 23, 1991. The Delaware
trust, which was organized on June 20, 1991 under the name Fidelity Beacon
Street Trust II, succeeded to the name Fidelity Beacon Street Trust    on
December 30, 199    1. Currently, there are two funds of the trust:
Fidelity Municipal Money Market Fund and Spartan New Jersey M   unicipal
Money Market Fund    . The Trust Instrument permits the Trustees to create
additional    funds.    
In the event that FMR ceases to be the investment adviser to the trust or a
fund, the right of the trust or fund to use the identifying names
"Fidelity" or "Spartan" may be withdrawn.
The assets of the trust received for the issue or sale of shares of each
fund and all income, earnings, profits, and proceeds thereof, subject only
to the rights of creditors, are especially allocated to such fund, and
constitute the underlying assets of such fund. The underlying assets of
each fund are segregated on the books of account, and are to be charged
with the liabilities with respect to such fund and with a share of the
general expenses of the trust. Expenses with respect to the trust are to be
allocated in proportion to the asset value of the respective funds, except
where allocations of direct expense can otherwise be fairly made. The
officers of the trust, subject to the general supervision of the Board of
Trustees, have the power to determine which expenses are allocable to a
given fund, or which are general or allocable to all of the funds. In the
event of the dissolution or liquidation of the trust, shareholders of each
fund are entitled to receive as a class the underlying assets of such fund
available for distribution.
SHAREHOLDER AND TRUSTEE LIABILITY. The trust is a business trust organized
under Delaware law. Delaware law provides that shareholders shall be
entitled to the same limitations of personal liability extended to
stockholders of private corporations for profit. The courts of some states,
however, may decline to apply Delaware law on this point. The Trust
Instrument contains an express disclaimer of shareholder liability for the
debts, liabilities, obligations, and expenses of the trust and requires
that a disclaimer be given in each contract entered into or executed by the
trust or the Trustees. The Trust Instrument provides for indemnification
out of each fund's property of any shareholder or former shareholder held
personally liable for the obligations of the fund. The Trust Instrument
also provides that each fund shall, upon request, assume the defense of any
claim made against any shareholder for any act or obligation of the fund
and satisfy any judgment thereon. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is limited to
circumstances in which Delaware law does not apply, no contractual
limitation of liability was in effect, and the fund is unable to meet its
obligations. FMR believes that, in view of the above, the risk of personal
liability to shareholders is extremely remote.
The Trust Instrument further provides that the Trustees, if they have
exercised reasonable care, shall not be personally liable to any person
other than the trust or its shareholders; moreover, the Trustees shall not
be liable for any conduct whatsoever, provided that Trustees are not
protected 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. The shares have no preemptive or conversion rights; the voting
and dividend rights, the right of redemption, and the privilege of exchange
are described in the Prospectus. Shares are fully paid and nonassessable,
except as set forth under the heading "Shareholder and Trustee Liability"
above. Shareholders representing 10% or more of the trust or a fund may, as
set forth in the Trust Instrument, call meetings of the 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 the entire trust, the purpose of voting on removal
of one or more Trustees.
The trust or any fund may be terminated upon the sale of its assets to, or
merger with, another open-end management investment company or series
thereof, or upon liquidation and distribution of its assets. Generally such
terminations must be approved by vote of the holders of a majority of the
outstanding shares of the trust or the fund; however, the Trustees may,
without prior shareholder approval, change the form of organization of the
trust by merger, consolidation, or incorporation. If not so terminated or
reorganized, the trust and its funds will continue indefinitely.
Under the Trust Instrument, the Trustees may, without shareholder vote,
cause the trust to merge or consolidate into one or more trusts,
partnerships, or corporations, or cause the trust to be incorporated under
Delaware law, so long as the surviving entity is an open-end management
investment company that will succeed to or assume the trust registration
statement.
CUSTODIAN. UMB Bank, n.a., 1010 Grand Avenue, Kansas City, Missouri, i   s
custodian of the assets of the fund.     The custodian is responsible for
the safekeeping of a fund's assets and the appointment of any subcustodian
banks and clearing agencies. The custodian takes no part in determining the
investment policies of a fund or in deciding which securities are purchased
or sold by a fund. However, a fund may 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 Board of
Trustees may, from time to time, conduct transactions with various banks,
including banks serving as custodians for certain funds advised by FMR.
Transactions that have occurred to date include mortgages and personal and
general business loans. In the judgment of FMR, the terms and conditions of
those transactions were not influenced by existing or potential custodial
or other fund relationships.
AUDITOR. Price Waterhouse LLP,    2001 Ross Avenue, Suite 1800    , Dallas,
Texas 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 fund's financial statements and financial highlights for the fiscal
year ended October 31, 1996   , and the report of the auditors thereon    
are included in the fund's Annual Report, which is a separate report
supplied with this Statement of Additional Information. The fund's
financial statements   ,     financial highlights    and the report of the
auditors thereon     are incorporated herein by reference.
PART C.  OTHER INFORMATION
Item 24. Financial Statements and Exhibits
 (a) (1) Financial Statements and Financial Highlights included in the
Annual Report, for Fidelity Municipal Money Market Fund for the fiscal year
end October 31, 1996 are incorporated by reference into the fund's
Statement of Additional Information and were filed on December 12, 1996 for
Fidelity Beacon Street Trust pursuant to Rule 30d-1 under the Investment
Company Act of 1940 and are incorporated herein by reference.
 (a) (2) Financial Statements and Financial Highlights included in the
Annual Report, for Spartan New Jersey Municipal Money Market Fund for the
fiscal year end October 31, 1996 are incorporated by reference into the
fund's Statement of Additional Information and were filed on December 12,
1996 for Fidelity Beacon Street Trust pursuant to Rule 30d-1 under the
Investment Company Act of 1940 and are incorporated herein by reference.
 (b) Exhibits
  (1) Trust Instrument dated June 20, 1991 is incorporated by reference to
Exhibit 1 of Post-Effective Amendment No. 36.
  (2) Bylaws of the Trust, as amended, are incorporated herein by reference
to Exhibit 2(a) to Fidelity Union Street Trust II's (File No. 33-43757)
Post-Effective Amendment No. 10.
  (3) Not applicable.
  (4) Not applicable.
  (5) (a) Management Contract, dated November, 1, 1993, between Fidelity
Tax-Exempt Money Market Trust (currently known as Fidelity Municipal Money
Market Fund) and Fidelity Management & Research Co. is incorporated herein
by reference to Exhibit 5(a) of Post-Effective Amendment No. 36.
   (b) Sub-Advisory Agreement, dated December 30, 1991, between Fidelity
Management & Research Co. and FMR Texas Inc. on behalf of Fidelity
Tax-Exempt Money Market Trust (currently known as Fidelity Municipal Money
Market Fund) is incorporated herein by reference to Exhibit 5(b) of
Post-Effective Amendment No. 33.
   (c) Management Contract, dated December 30, 1991, between Spartan New
Jersey Municipal Money Market Portfolio (currently known as Spartan New
Jersey Municipal Money Market Fund) and Fidelity Management & Research Co.
is incorporated herein by reference to Exhibit 5(c) of Post-Effective
Amendment No. 36.
   (d) Sub-Advisory Agreement, dated December 30, 1991, between Fidelity
Management & Research Company and FMR Texas Inc. on behalf of Spartan New
Jersey Municipal Money Market Portfolio (currently known as Spartan New
Jersey Municipal Money Market Fund) is incorporated herein by reference to
Exhibit 5(d) of Post-Effective Amendment No. 33.
  (6) (a) General Distribution Agreement, dated December 30, 1991, between
Fidelity Tax-Exempt Money Market Trust (currently known as Fidelity
Municipal Money Market Fund) and Fidelity Distributors Corporation is
incorporated herein by reference to Exhibit 6 (a) of Post-Effective
Amendment No. 33.
   (b) General Distribution Agreement, dated December 30, 1991, between
Spartan New Jersey Municipal Money Market Portfolio (currently known as
Spartan New Jersey Municipal Money Market Fund) and Fidelity Distributors
Corporation is incorporated herein by reference to Exhibit 6(b) of
Post-Effective Amendment No. 33.
  (7) (a) Retirement Plan for Non-Interested Person Trustees, Directors or
General Partners, as amended on November 16, 1995, is incorporated herein
by reference to Exhibit 7(a) of Fidelity Select Portfolio's (File No.
2-69972) Post-Effective Amendment No. 54.
   (b) The Fee Deferrral Plan for Non-Interested Person Directors and
Trustees of the Fidelity Funds, effective as of December 1, 1995, is
incorporated herein by reference to Exhibit 7(b) of Fidelity School Street
Trust's (File No. 2-57167) Post-Effective Amendment No. 47.
  (8)  Custodian Agreement, Appendix A, Appendix B, and Appendix C, dated
December 1, 1994, between UMB Bank, n.a. and Fidelity Beacon Street Trust
on behalf of Fidelity Tax-Exempt Money Market Trust (currently known as
Fidelity Municipal Money Market Trust) and Spartan New Jersey Municipal
Money Market Portfolio (currently known as Spartan New Jersey Municipal
Money Market Fund) are incorporated herein by reference to Exhibit 8 of
Fidelity California Municipal Trust's Post-Effective Amendment No. 28 (File
No. 2-83367).
  (9)  Not applicable.
  (10)  Not applicable.
  (11)  Consent of Price Waterhouse LLP, is filed herein as Exhibit 11. 
  (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 Fidelity Union Street Trust's (File No.
2-50318) Post-Effective Amendment No. 87.
   (b) Fidelity Institutional Individual Retirement Account Custodial
Agreement and Disclosure Statement, as currently in effect, is incorporated
herein by reference to Exhibit 14(d) to Fidelity Union Street Trust's (File
No. 2-50318) Post-Effective Amendment No. 87.
   (c) National Financial Services Corporation Individual Retirement
Account Custodial Agreement and Disclosure Statement, as currently in
effect, is incorporated herein by reference to Exhibit 14(h) to Fidelity
Union Street Trust's (File No. 2-50318) Post-Effective Amendment No. 87.
   (d) Fidelity Portfolio Advisory Services Individual Retirement Account
Custodial Agreement and Disclosure Statement, as currently in effect, is
incorporated herein by reference to Exhibit 14(i) to Fidelity Union Street
Trust's (File No. 2-50318) Post-Effective Amendment No. 87.
   (e) Fidelity 403(b)(7) Custodial Account Agreement, as currently in
effect, is incorporated herein by reference to Exhibit 14(e) to Fidelity
Union Street Trust's (File No. 2-50318) Post-Effective Amendment No. 87.
   (f) National Financial Services Corporation Defined Contribution
Retirement Plan and Trust Agreement, as currently in effect, is
incorporated herein by reference to Exhibit 14(k) to Fidelity Union Street
Trust's (File No. 2-50318) Post-Effective Amendment No. 87.
   (g) The CORPORATEplan for Retirement Profit Sharing/401K Plan, as
currently in effect, is incorporated herein by reference to Exhibit 14(l)
to Fidelity Union Street Trust's (File No. 2-50318) Post-Effective
Amendment No. 87.
   (h) The CORPORATEplan for Retirement Money Purchase Pension Plan, as
currently in effect, is incorporated herein by reference to Exhibit 14(m)
to Fidelity Union Street Trust's (File No. 2-50318) Post-Effective
Amendment No. 87.
   (i) Fidelity Investments Section 403(b)(7) Individual Custodial Account
Agreement and Disclosure Statement, as currently in effect, is incorporated
herein by reference to Exhibit 14(f) to Fidelity Commonwealth Trust's (File
No. 2-52322) Post Effective Amendment No. 57.
   (j) Plymouth Investments Defined Contribution Retirement Plan and Trust
Agreement, as currently in effect, is incorporated herein by reference to
Exhibit 14(o) to Fidelity Commonwealth Trust's (File No. 2-52322) Post
Effective Amendment No. 57.
   (k) The Fidelity Prototype Defined Benefit Pension Plan and Trust Basic
Plan Document and Adoption Agreement, as currently in effect, is
incorporated herein by reference to Exhibit 14(d) to Fidelity Securities
Fund's (File No. 2-93601) Post Effective Amendment No. 33.
   (l) The Institutional Prototype Plan Basic Plan Document, Standardized
Adoption Agreement, and Non-Standardized Adoption Agreement, as currently
in effect, is incorporated herein by reference to Exhibit 14(o) to Fidelity
Securities Fund's (File No. 2-93601) Post Effective Amendment No. 33.
   (m) The CORPORATEplan for Retirement 100SM Profit Sharing/401(k) Basic
Plan Document, Standardized Adoption Agreement, and Non-Standardized
Adoption Agreement, as currently in effect, is incorporated herein by
reference to Exhibit 14(f) to Fidelity Securities Fund's (File No. 2-93601)
Post Effective Amendment No. 33.
   (n) The Fidelity Investments 401(a) Prototype Plan for Tax-Exempt
Employers Basic Plan Document, Standardized Profit Sharing Plan Adoption
Agreement, Non-Standardized Discretionary Contribution Plan No. 002
Adoption Agreement, and Non-Standardized Discretionary Contribution Plan
No. 003 Adoption Agreement, as currently in effect, is incorporated herein
by reference to Exhibit 14(g) to Fidelity Securities Fund's (File No.
2-93601) Post Effective Amendment No. 33.
   (o) Fidelity Investments 403(b) Sample Plan Basic Plan Document and
Adoption Agreement, as currently in effect, is incorporated herein by
reference to Exhibit 14(p) to Fidelity Securities Fund's (File No. 2-93601)
Post Effective Amendment No. 33.
   (p) Fidelity Defined Contribution Retirement Plan and Trust Agreement,
as currently in effect, is incorporated herein by reference to Exhibit
14(c) to Fidelity Securities Fund's (File No. 2-93601) Post Effective
Amendment No. 33.
  (15) (a) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Tax-Exempt Money Market Trust (currently known as Fidelity
Municipal Money Market Fund) is incorporated herein by reference to Exhibit
15(a) of Post-Effective Amendment No. 36.
  (15) (b) Distribution and Service Plan pursuant to Rule 12b-1 for Spartan
New Jersey Municipal Money Market Portfolio (currently known as Spartan New
Jersey Municipal Money Market Fund) is incorporated herein by reference to
Exhibit 15(b) of Post-Effective Amendment No. 36.
  (16) (a) A schedule for the computation of performance quotations (total
return) for Fidelity Tax-Exempt Money Market Trust (currently known as
Fidelity Municipal Money Market Fund) is filed herein as Exhibit 16 (a) .
  (16) (a) A schedule for the computation of performance quotations (7-day
yields) for Fidelity Tax-Exempt Money Market Trust (currently known as
Fidelity Municipal Money Market Fund) is filed herein as Exhibit 16 (b).
  (17)  Financial Data Schedules are filed herein as Exhibit 17.
  (18)  Not applicable.
Item 25. Persons Controlled by or Under Common Control with Registrant
 The Board of Trustees of Registrant is the same as the boards of the other
Fidelity funds, each of which has Fidelity Management & Research Company as
its investment adviser. In addition, the officers of these funds are
substantially identical. Nonetheless, 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
On October 31, 1996    Number of Record Holders
Fidelity Municipal Money Market Fund 
(formerly Fidelity Tax-Exempt Money Market Trust) 130,903
Spartan New Jersey Municipal Money Market Fund 3,828
(formerly Spartan New Jersey Municipal Money Market Portfolio)
Item 27. Indemnification
 Pursuant to Del. Code Ann. title 12 (sub-section) 3817, a Delaware
business trust may provide in its governing instrument for the
indemnification of its officers and trustees from and against any and all
claims and demands whatsoever. Article X, Section 10.02 of the Trust
Instrument states that the Registrant shall indemnify any present trustee
or officer to the fullest extent permitted by law against liability, and
all expenses reasonably incurred by him or her in connection with any
claim, action, suit or proceeding in which he or she is involved by virtue
of his or her service as a trustee, officer, or both, and against any
amount incurred in settlement thereof. Indemnification will not be provided
to a person adjudged by a court or other adjudicatory body to be liable to
the Registrant or its shareholders by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of his or her duties
(collectively, "disabling conduct"), or not to have acted in good faith in
the reasonable belief that his or her action was in the best interest of
the Registrant. In the event of a settlement, no indemnification may be
provided unless there has been a determination, as specified in the Trust
Instrument, that the officer or trustee did not engage in disabling
conduct.
 Pursuant to Section 11 of the Distribution Agreement, the Registrant
agrees to indemnify and hold harmless the Distributor and each of its
directors and officers and each person, if any, who controls the
Distributor within the meaning of Section 15 of the 1933 Act against any
loss, liability, claim, damages or expense arising by reason of any person
acquiring any shares, based upon the ground that the registration
statement, Prospectus, Statement of Additional Information, shareholder
reports or other information filed or made public by the Registrant
included a materially misleading statement or omission. However, the
Registrant does not agree to indemnify the Distributor or hold it harmless
to the extent that the statement or omission was made in reliance upon, and
in conformity with, information furnished to the Registrant by or on behalf
of the Distributor. The Registrant does not agree to indemnify the parties
against any liability to which they would be subject by reason of their own
disabling conduct.
 Pursuant to the agreement by which Fidelity Service Co. ("Service") is
appointed sub-transfer agent, the Transfer Agent agrees to indemnify
Service for Service's losses, claims, damages, liabilities and expenses
(including reasonable counsel fees and expenses) (losses) to the extent
that the Transfer Agent is entitled to and receives indemnification from
the Portfolio for the same events. Under the Transfer Agency Agreement, the
Registrant agrees to indemnify and hold the Transfer Agent harmless against
any losses, claims, damages, liabilities, or expenses (including reasonable
counsel fees and expenses) resulting from:
 (1) any claim, demand, action or suit brought by any person other than the
Registrant, including by a shareholder which names the Transfer Agent
and/or the Registrant as a party and is not based on and does not result
from the Transfer Agent's willful misfeasance, bad faith or negligence or
reckless disregard of duties, and arises out of or in connection with the
Transfer Agent's performance under the Transfer Agency Agreement; or
 (2) any claim, demand, action or suit (except to the extent contributed to
by the Transfer Agent's willful misfeasance, bad faith or negligence or
reckless disregard of duties) which results from the negligence of the
Registrant, or from the Transfer Agent's acting upon any instruction(s)
reasonably believed by it to have been executed or communicated by any
person duly authorized by the Registrant, or as a result of the Transfer
Agent's acting in reliance upon advice reasonably believed by the Transfer
Agent to have been given by counsel for the Registrant, or as a result of
the Transfer Agent's acting in reliance upon any instrument or stock
certificate reasonably believed by it to have been genuine and signed,
countersigned or executed by the proper person.
Item 28. Business and Other Connections of Investment Adviser
 (1)  FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR)
 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 Director of FMR, FMR           
                            Corp., FMR Texas Inc., FMR (U.K.) Inc., and FMR          
                            (Far East) Inc.; Chairman of the Board and               
                            Representative Director of Fidelity Investments Japan    
                            Limited; President and Trustee of funds advised by       
                            FMR.                                                     
 
                                                                                     
 
J. Gary Burkhead            President and Director of FMR, FMR Texas Inc., FMR       
                            (U.K.) Inc., and FMR (Far East) Inc.; Managing           
                            Director of FMR Corp.; Senior Vice President and         
                            Trustee of funds advised by FMR.                         
 
                                                                                     
 
Peter S. Lynch              Vice Chairman of the Board and Director of FMR.          
 
                                                                                     
 
Marta Amieva                Vice President of FMR.                                   
 
                                                                                     
 
Dwight D. Churchill         Vice President of FMR.                                   
 
                                                                                     
 
John D. Crumrine            Assistant Treasurer of FMR, FMR (U.K.) Inc., FMR         
                            (Far East) Inc., and FMR Texas Inc.; Vice President      
                            and Treasurer of FMR Corp.                               
 
                                                                                     
 
William Danoff              Vice President of FMR and of a fund advised by FMR.      
 
                                                                                     
 
Scott E. DeSano             Vice President of FMR.                                   
 
                                                                                     
 
Craig P. Dinsell            Vice President of FMR.                                   
 
                                                                                     
 
Penelope Dobkin             Vice President of FMR and of a fund advised by FMR.      
 
                                                                                     
 
George C. Domolky           Vice President of FMR.                                   
 
                                                                                     
 
Larry A. Domash             Vice President of FMR.                                   
 
                                                                                     
 
Bettina Doulton             Vice President of FMR and of funds advised by FMR.       
 
                                                                                     
 
Margaret L. Eagle           Vice President of FMR and a fund advised by FMR.         
 
                                                                                     
 
Richard B. Fentin           Senior Vice President of FMR and Vice President of a     
                            fund advised by FMR.                                     
 
                                                                                     
 
Gregory Fraser              Vice President of FMR and of a fund advised by FMR.      
 
                                                                                     
 
Jay Freedman                Assistant Clerk of FMR; Clerk of FMR Corp., FMR          
                            (U.K.) Inc., and FMR (Far East) Inc.; Secretary of       
                            FMR Texas Inc.                                           
 
                                                                                     
 
Robert Gervis               Vice President of FMR.                                   
 
                                                                                     
 
David L. Glancy             Vice President of FMR and of a fund advised by FMR.      
 
                                                                                     
 
Kevin E. Grant              Vice President of FMR and of funds advised by FMR.       
 
                                                                                     
 
Michael S. Gray             Vice President of FMR and of funds advised by FMR.       
 
                                                                                     
 
Lawrence Greenberg          Vice President of FMR and of funds advised by FMR.       
 
                                                                                     
 
Barry A. Greenfield         Vice President of FMR and of a fund advised by FMR.      
 
                                                                                     
 
Boyce I. Greer              Vice President of FMR.                                   
 
                                                                                     
 
Bart Grenier                Vice President of FMR.                                   
 
                                                                                     
 
Robert Haber                Vice President of FMR.                                   
 
                                                                                     
 
Richard C. Habermann        Senior Vice President of FMR; Vice President of funds    
                            advised by FMR.                                          
 
                                                                                     
 
William J. Hayes            Senior Vice President of FMR; Vice President of          
                            Equity funds advised by FMR.                             
 
                                                                                     
 
Richard Hazlewood           Vice President of FMR and of a fund advised by FMR.      
 
                                                                                     
 
Fred L. Henning Jr.         Senior Vice President of FMR; Vice President of          
                            Fixed-Income funds advised by FMR.                       
 
                                                                                     
 
John R. Hickling            Vice President of FMR and of a fund advised by FMR.      
 
                                                                                     
 
Robert F. Hill              Vice President of FMR; Director of Technical             
                            Research.                                                
 
                                                                                     
 
Curt Hollingsworth          Vice President of FMR and of funds advised by FMR.       
 
                                                                                     
 
Abigail P. Johnson          Vice President of FMR and of a fund advised by FMR.      
 
                                                                                     
 
Stephen P. Jonas            Vice President of FMR; Treasurer of FMR, FMR             
                            (U.K.) Inc., FMR (Far East) Inc., and FMR Texas Inc.     
 
                                                                                     
 
David B. Jones              Vice President of FMR.                                   
 
                                                                                     
 
Steven Kaye                 Vice President of FMR and of a fund advised by FMR.      
 
                                                                                     
 
Francis V. Knox             Vice President of FMR; Compliance Officer of FMR         
                            (U.K.) Inc.                                              
 
                                                                                     
 
David P. Kurrasch           Vice President of FMR.                                   
 
                                                                                     
 
Robert A. Lawrence          Senior Vice President of FMR; Vice President of High     
                            Income funds advised by FMR.                             
 
                                                                                     
 
Alan Leifer                 Vice President of FMR.                                   
 
                                                                                     
 
Harris Leviton              Vice President of FMR and of a fund advised by FMR.      
 
                                                                                     
 
Bradford E. Lewis           Vice President of FMR and of funds advised by FMR.       
 
                                                                                     
 
Arthur S. Loring            Senior Vice President, Clerk, and General Counsel of     
                            FMR; Vice President/Legal, and Assistant Clerk of        
                            FMR Corp.; Secretary of funds advised by FMR.            
 
                                                                                     
 
Richard R. Mace Jr.         Vice President of FMR and of funds advised by FMR.       
 
                                                                                     
 
Malcolm W. MacNaught II     Vice President of FMR and of a fund advised by FMR.      
 
                                                                                     
 
Robert H. Morrison          Vice President of FMR; Director of Equity Trading.       
 
                                                                                     
 
David L. Murphy             Vice President of FMR and of funds advised by FMR.       
 
                                                                                     
 
Andrew S. Offit             Vice President of FMR and of a fund advised by FMR.      
 
                                                                                     
 
Jacques Perold              Vice President of FMR.                                   
 
                                                                                     
 
Anne Punzak                 Vice President of FMR.                                   
 
                                                                                     
 
Kenneth A. Rathgeber        Vice President of FMR; Treasurer of funds advised by     
                            FMR.                                                     
 
                                                                                     
 
Lee H. Sandwen              Vice President of FMR.                                   
 
                                                                                     
 
Patricia A. Satterthwaite   Vice President of FMR and of a fund advised by FMR.      
 
                                                                                     
 
Thomas T. Soviero           Vice President of FMR and of a fund advised by FMR.      
 
                                                                                     
 
Richard Spillane            Vice President of FMR; Senior Vice President and         
                            Director of Operations and Compliance of FMR (U.K.)      
                            Inc.                                                     
 
                                                                                     
 
Robert E. Stansky           Senior Vice President of FMR; Vice President of a        
                            fund advised by FMR.                                     
 
                                                                                     
 
Thomas Sweeney              Vice President of FMR and of a fund advised by FMR.      
 
                                                                                     
 
Beth F. Terrana             Senior Vice President of FMR; Vice President of a        
                            fund advised by FMR.                                     
 
                                                                                     
 
Yoko Tilley                 Vice President of FMR.                                   
 
                                                                                     
 
Joel C. Tillinghast         Vice President of FMR and of a fund advised by FMR.      
 
                                                                                     
 
Robert Tuckett              Vice President of FMR.                                   
 
                                                                                     
 
Jennifer Uhrig              Vice President of FMR and of a fund advised by FMR.      
 
                                                                                     
 
George A. Vanderheiden      Senior Vice President of FMR; Vice President of funds    
                            advised by FMR.                                          
 
</TABLE>
 
(2)  FMR TEXAS INC. (FMR Texas)
 FMR Texas provides investment advisory services to Fidelity Management &
Research Company.  The directors and officers of the Sub-Adviser have held
the following positions of a substantial nature during the past two fiscal
years.
Edward C. Johnson 3d   Chairman of the Board and Director of FMR          
                       Texas, FMR, FMR Corp., FMR (Far East) Inc.,        
                       and FMR (U.K.) Inc.; Chairman of the               
                       Executive Committee of FMR; President and          
                       Chief Executive Officer of FMR Corp.;              
                       Chairman of the Board and Representative           
                       Director of Fidelity Investments Japan Limited;    
                       President and Trustee of funds advised by FMR.     
 
                                                                          
 
J. Gary Burkhead       President and Director of FMR Texas, FMR,          
                       FMR (Far East) Inc., and FMR (U.K.) Inc.;          
                       Managing Director of FMR Corp.; Senior Vice        
                       President and Trustee of funds advised by FMR.     
 
                                                                          
 
Robert H. Auld         Vice President of FMR Texas.                       
 
                                                                          
 
Leland C. Barron       Vice President of FMR Texas and of funds           
                       advised by FMR.                                    
 
                                                                          
 
Robert K. Duby         Vice President of FMR Texas and of funds           
                       advised by FMR.                                    
 
                                                                          
 
Robert Litterst        Vice President of FMR Texas and of funds           
                       advised by FMR.                                    
 
                                                                          
 
Thomas D. Maher        Vice President of FMR Texas and Assistant Vice     
                       President of Money Market funds advised by         
                       FMR.                                               
 
                                                                          
 
Scott A. Orr           Vice President of FMR Texas and of funds           
                       advised by FMR.                                    
 
                                                                          
 
Burnell R. Stehman     Vice President of FMR Texas and of funds           
                       advised by FMR.                                    
 
                                                                          
 
John J. Todd           Vice President of FMR Texas and of funds           
                       advised by FMR.                                    
 
                                                                          
 
Sarah H. Zenoble       Vice President of FMR Texas and of Money           
                       Market funds advised by FMR.                       
 
                                                                          
 
Stephen P. Jonas       Treasurer of FMR Texas, FMR (U.K.) Inc.,           
                       FMR (Far East) Inc., and FMR; Vice President       
                       of FMR.                                            
 
                                                                          
 
John D. Crumrine       Assistant Treasurer of FMR Texas, FMR (U.K.)       
                       Inc., FMR (Far East) Inc., and FMR; Vice           
                       President and Treasurer of FMR Corp.               
 
                                                                          
 
Jay Freedman           Secretary of FMR Texas; Clerk of FMR (U.K.)        
                       Inc., FMR (Far East) Inc., and FMR Corp.;          
                       Assistant Clerk of FMR.                            
 
Item 29. Principal Underwriters
(a) Fidelity Distributors Corporation (FDC) acts as distributor for most
funds advised by FMR.
(b)                                                                  
 
Name and Principal   Positions and Offices   Positions and Offices   
 
Business Address*    With Underwriter        With Registrant         
 
Edward C. Johnson 3d   Director                   Trustee and President   
 
Michael Mlinac         Director                   None                    
 
Mark Peterson          Director                   None                    
 
Neal Litvack           President                  None                    
 
Arthur S. Loring       Vice President and Clerk   Secretary               
 
Caron Ketchum          Treasurer and Controller   None                    
 
Gary Greenstein        Assistant Treasurer        None                    
 
Jay Freedman           Assistant Clerk            None                    
 
Linda Holland          Compliance Officer         None                    
 
* 82 Devonshire Street, Boston, MA
 (c) Not applicable.
Item 30. Location of Accounts and Records
 All accounts, books, and other documents required to be maintained by
Section 31a of the 1940 Act and the Rules promulgated thereunder are
maintained by Fidelity Management & Research Company or Fidelity Service
Co., 82 Devonshire Street, Boston, MA 02109, or the funds' custodian UMB
Bank, n.a., 1010 Grand Avenue, Kansas City, MO.
Item 31. Management Services
  Not applicable.
Item 32. Undertakings
  Not applicable. 
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
of the requirements for the effectiveness of this Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Post-Effective Amendment No. 39 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Boston, and Commonwealth of Massachusetts, on the 12th day
of December 1996.
      FIDELITY BEACON STREET TRUST
      By /s/Edward C. Johnson 3d          
           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  _           President and Trustee           December 12, 1996   
 
Edward C. Johnson 3d                 (Principal Executive Officer)                       
 
                                                                                         
 
/s/Kenneth A. Rathgeber    ***       Treasurer                       December 12, 1996   
 
Kenneth A. Rathgeber                                                                     
 
                                                                                         
 
/s/J. Gary Burkhead            *     Trustee                         December 12, 1996   
 
J. Gary Burkhead                                                                         
 
                                                                                         
 
/s/Ralph F. Cox                 *    Trustee                         December 12, 1996   
 
Ralph F. Cox                                                                             
 
                                                                                         
 
/s/Phyllis Burke Davis      **       Trustee                         December 12, 1996   
 
Phyllis Burke Davis                                                                      
 
                                                                                         
 
/s/Richard J. Flynn            *     Trustee                         December 12, 1996   
 
Richard J. Flynn                                                                         
 
                                                                                         
 
/s/E. Bradley Jones           **     Trustee                         December 12, 1996   
 
E. Bradley Jones                                                                         
 
                                                                                         
 
/s/Donald J. Kirk               *    Trustee                         December 12, 1996   
 
Donald J. Kirk                                                                           
 
                                                                                         
 
/s/Peter S. Lynch               **   Trustee                         December 12, 1996   
 
Peter S. Lynch                                                                           
 
                                                                                         
 
/s/Edward H. Malone        *         Trustee                         December 12, 1996   
 
Edward H. Malone                                                                         
 
                                                                                         
 
/s/Marvin L. Mann            *       Trustee                         December 12, 1996   
 
Marvin L. Mann                                                                           
 
                                                                                         
 
/s/Gerald C. McDonough  *            Trustee                         December 12, 1996   
 
Gerald C. McDonough                                                                      
 
                                                                                         
 
/s/Thomas R. Williams       *        Trustee                         December 12, 1996   
 
Thomas R. Williams                                                                       
 
                                                                                         
 
</TABLE>
 
* Signatures affixed by Robert C. Hacker pursuant to a power of attorney
dated October 17, 1996 and filed herewith.
** Signatures affixed by Robert C. Hacker pursuant to a power of attorney
dated December 15, 1994 and filed herewith. 
*** Signature affixed by John H. Costello pursuant to a power of attorney
dated October 17, 1996 and filed herewith.
POWER OF ATTORNEY
 I, the undersigned Treasurer and principal financial and accounting
officer of the following investment companies:
 
<TABLE>
<CAPTION>
<S>                                      <C>                                                 
Daily Money Fund                         Fidelity Institutional Tax-Exempt Cash Portfolios   
Daily Tax-Exempt Money Fund              Fidelity Money Market Trust                         
Fidelity Aberdeen Street Trust           Fidelity Municipal Trust II                         
Fidelity Beacon Street Trust             Fidelity New York Municipal Trust II                
Fidelity California Municipal Trust II   Fidelity Phillips Street Trust                      
Fidelity Court Street Trust II           Fidelity Revere Street Trust                        
Fidelity Hereford Street Trust           Fidelity Union Street Trust II                      
Fidelity Institutional Cash Portfolios                                                       
 
</TABLE>
 
plus any other investment company for which Fidelity Management & Research
Company or an affiliate acts as investment adviser and for which the
undersigned individuals serves as Treasurer and principal financial and
accounting officer (collectively, the "Funds"), hereby severally constitute
and appoint John H. Costello and John E. Ferris each of them singly, my
true and lawful attorneys-in-fact, with full power of substitution, and
with full power to each of them to sign for me and in my name in the
appropriate capacity, any Registration Statements of the Funds on Form
N-1A, Form N-8A or any successor thereto, any and all subsequent
Amendments, Pre-Effective Amendments, or Post-Effective Amendments to said
Registration Statements on Form N-1A or any successor thereto, any
Registration Statements on Form N-14, and any supplements or other
instruments in connection therewith, and generally to do all such things in
my name and behalf in connection therewith as said attorneys-in-fact deem
necessary or appropriate, to comply with the provisions of the Securities
Act of 1933 and the Investment Company Act of 1940, and all related
requirements of the Securities and Exchange Commission.  I hereby ratify
and confirm all that said attorneys-in-fact or their substitutes may do or
cause to be done by virtue hereof.
 WITNESS my hand on the date set forth below.
 
 
/s/Kenneth A. Rathgeber      October 17, 1996
Kenneth A. Rathgeber
POWER OF ATTORNEY
 We, the undersigned Directors, Trustees or General Partners, as the case
may be, of the following investment companies:
 
<TABLE>
<CAPTION>
<S>                                      <C>                                                  
Daily Money Fund                         Fidelity Institutional Tax-Exempt Cash Portfolios    
Daily Tax-Exempt Money Fund              Fidelity Institutional Investors Trust               
Fidelity Beacon Street Trust             Fidelity Money Market Trust II                       
Fidelity California Municipal Trust II   Fidelity Municipal Trust II                          
Fidelity Court Street Trust II           Fidelity New York Municipal Trust II                 
Fidelity Hereford Street Trust           Fidelity Phillips Street Trust                       
Fidelity Institutional Cash Portfolios   Fidelity Union Street Trust II                       
 
</TABLE>
 
in addition to any other investment company for which Fidelity Management &
Research Company acts as investment adviser and for which the undersigned
individual serves as a Director, Trustee or General Partner (collectively,
the "Funds"), hereby severally constitute and appoint Arthur J. Brown,
Arthur C. Delibert, Robert C. Hacker, Richard M. Phillips, Dana L. Platt
and Stephanie A. Djinis, each of them singly, my true and lawful
attorney-in-fact, with full power of substitution, and with full power to
each of them, to sign for me and my name in the appropriate capacities any
Registration Statements of the Funds on Form N-1A or any successor thereto,
any and all subsequent Pre-Effective Amendments or Post-Effective
Amendments to said Registration Statements on Form N-1A or any successor
thereto, any Registration Statements on Form N-14, and any supplements or
other instruments in connection therewith, and generally to do all such
things in my name and behalf in connection therewith as said
attorneys-in-fact deem necessary or appropriate, to comply with the
provisions of the Securities Act of 1933 and Investment Company Act of
1940, and all related requirements of the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-fact
or their substitutes may do or cause to be done by virtue hereof.
 WITNESS our hands on this fifteenth day of December, 1994.
/s/Edward C. Johnson 3d         /s/Donald J. Kirk              
 
Edward C. Johnson 3d            Donald J. Kirk                 
 
                                                               
 
                                                               
 
/s/J. Gary Burkhead             /s/Peter S. Lynch              
 
J. Gary Burkhead                Peter S. Lynch                 
 
                                                               
 
                                                               
 
/s/Ralph F. Cox                 /s/Marvin L. Mann              
 
Ralph F. Cox                    Marvin L. Mann                 
 
                                                               
 
                                                               
 
/s/Phyllis Burke Davis          /s/Edward H. Malone            
 
Phyllis Burke Davis             Edward H. Malone               
 
                                                               
 
                                                               
 
/s/Richard J. Flynn             /s/Gerald C. McDonough         
 
Richard J. Flynn                Gerald C. McDonough            
 
                                                               
 
                                                               
 
/s/E. Bradley Jones             /s/Thomas R. Williams          
 
E. Bradley Jones                Thomas R. Williams             
 
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>                                                  
Daily Money Fund                         Fidelity Institutional Tax-Exempt Cash Portfolios    
Daily Tax-Exempt Money Fund              Fidelity Money Market Trust                          
Fidelity Aberdeen Street Trust           Fidelity Municipal Trust II                          
Fidelity Beacon Street Trust             Fidelity New York Municipal Trust II                 
Fidelity California Municipal Trust II   Fidelity Phillips Street Trust                       
Fidelity Court Street Trust II           Fidelity Revere Street Trust                         
Fidelity Hereford Street Trust           Fidelity Union Street Trust II                       
Fidelity Institutional Cash Portfolios                                                        
 
</TABLE>
 
plus any other investment company for which Fidelity Management & Research
Company or an affiliateacts as investment adviser and for which the
undersigned individuals serve as Directors, Trustees or General Partners
(collectively, the "Funds"), hereby severally constitute and appoint Arthur
J. Brown, Arthur C. Delibert, Stephanie A. Djinis, Robert C. Hacker, Thomas
M. Leahey, Richard M. Phillips and Dana L. Platt, each of them singly, our
true and lawful attorneys-in-fact, with full power of substitution, and
with full power to each of them, to sign for us and in our names in the
appropriate capacities, any Registration Statements of the Funds on Form
N-1A, Form N-8A, or any successor thereto, any and all subsequent
Amendments, Pre-Effective Amendments, or Post-Effective Amendments to said
Registration Statements on Form N-1A, or any successor thereto, any
Registration Statements on Form N-14, and any supplements or other
instruments in connection therewith, and generally to do all such things in
our names and behalf in connection therewith as said attorneys-in-fact deem
necessary or appropriate, to comply with the provisions of the Securities
Act of 1933 and the Investment Company Act of 1940, and all related
requirements of the Securities and Exchange Commission, hereby ratifying
and confirming all that said attorneys-in-fact or their substitutes may do
or cause to be done by virtue hereof.
 WITNESS our hands on this seventeenth day of October, 1996.
/s/Edward C. Johnson 3d              /s/Donald J. Kirk                     
 
Edward C. Johnson 3d                 Donald J. Kirk                        
 
                                                                           
 
/s/J. Gary Burkhead                  ___________________                   
 
J. Gary Burkhead                     Peter S. Lynch                        
 
                                                                           
 
/s/Ralph F. Cox                      /s/Gerald C. McDonough                
 
Ralph F. Cox                         Gerald C. McDonough                   
 
                                                                           
 
___________________                  /s/Edward H. Malone                   
 
Phyllis Burke Davis                  Edward H. Malone                      
 
                                                                           
 
/s/Richard J. Flynn                  /s/Marvin L. Mann                     
 
Richard J. Flynn                     Marvin L. Mann                        
 
                                                                           
 
___________________                  /s/Thomas R. Williams                 
 
E. Bradley Jones                     Thomas R. Williams                    
 
                                                                           
 

 
 
 
Exhibit 11
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectuses and
Statements of Additional Information constituting parts of this
Post-Effective Amendment No. 39 to the registration statement on Form N-1A
of Fidelity Beacon Street Trust: Fidelity Municipal Money Market Fund
(formerly Tax-Exempt Money Market Trust) and Spartan New Jersey Municipal
Money Market Fund (formerly Spartan New Jersey Municipal Money Market
Portfolio) (the "Registration Statement") of our report dated December 5,
1996, relating to the financial statements and financial highlights
appearing in the October 31, 1996 Annual Report to Shareholders of Fidelity
Municipal Money Market Fund, and of our report dated December 3, 1996
relating to the financial statements and financial highlights appearing in
the October 31, 1996 Annual Report to Shareholders of Spartan New Jersey
Municipal Money Market Fund, which are also incorporated by reference into
the Registration Statement. We also consent to the references to us under
the headings "Financial Highlights" in the Prospectuses and "Auditor" in
the Statements of Additional Information.
/s/PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Dallas, Texas
December 12, 1996


<TABLE> <S> <C>
 
 
<ARTICLE> 6 
<CIK> 0000311884
<NAME> Fidelity Beacon Street Trust
<SERIES>
 <NUMBER> 11
 <NAME> Fidelity Municipal Money Market Fund
<MULTIPLIER> 1,000
       
<S>
<C>
<PERIOD-TYPE>                 year          
 
<FISCAL-YEAR-END>             oct-31-1996   
 
<PERIOD-END>                  oct-31-1996   
 
<INVESTMENTS-AT-COST>         3,677,519     
 
<INVESTMENTS-AT-VALUE>        3,677,519     
 
<RECEIVABLES>                 79,789        
 
<ASSETS-OTHER>                0             
 
<OTHER-ITEMS-ASSETS>          0             
 
<TOTAL-ASSETS>                3,757,308     
 
<PAYABLE-FOR-SECURITIES>      80,875        
 
<SENIOR-LONG-TERM-DEBT>       0             
 
<OTHER-ITEMS-LIABILITIES>     2,101         
 
<TOTAL-LIABILITIES>           82,976        
 
<SENIOR-EQUITY>               0             
 
<PAID-IN-CAPITAL-COMMON>      3,674,966     
 
<SHARES-COMMON-STOCK>         3,674,966     
 
<SHARES-COMMON-PRIOR>         3,605,902     
 
<ACCUMULATED-NII-CURRENT>     0             
 
<OVERDISTRIBUTION-NII>        0             
 
<ACCUMULATED-NET-GAINS>       (634)         
 
<OVERDISTRIBUTION-GAINS>      0             
 
<ACCUM-APPREC-OR-DEPREC>      0             
 
<NET-ASSETS>                  3,674,332     
 
<DIVIDEND-INCOME>             0             
 
<INTEREST-INCOME>             132,766       
 
<OTHER-INCOME>                0             
 
<EXPENSES-NET>                18,103        
 
<NET-INVESTMENT-INCOME>       114,663       
 
<REALIZED-GAINS-CURRENT>      (524)         
 
<APPREC-INCREASE-CURRENT>     0             
 
<NET-CHANGE-FROM-OPS>         114,139       
 
<EQUALIZATION>                0             
 
<DISTRIBUTIONS-OF-INCOME>     114,663       
 
<DISTRIBUTIONS-OF-GAINS>      0             
 
<DISTRIBUTIONS-OTHER>         0             
 
<NUMBER-OF-SHARES-SOLD>       11,031,824    
 
<NUMBER-OF-SHARES-REDEEMED>   11,072,668    
 
<SHARES-REINVESTED>           109,908       
 
<NET-CHANGE-IN-ASSETS>        68,540        
 
<ACCUMULATED-NII-PRIOR>       0             
 
<ACCUMULATED-GAINS-PRIOR>     (110)         
 
<OVERDISTRIB-NII-PRIOR>       0             
 
<OVERDIST-NET-GAINS-PRIOR>    0             
 
<GROSS-ADVISORY-FEES>         10,874        
 
<INTEREST-EXPENSE>            0             
 
<GROSS-EXPENSE>               18,107        
 
<AVERAGE-NET-ASSETS>          3,673,343     
 
<PER-SHARE-NAV-BEGIN>         1.000         
 
<PER-SHARE-NII>               .031          
 
<PER-SHARE-GAIN-APPREC>       0             
 
<PER-SHARE-DIVIDEND>          .031          
 
<PER-SHARE-DISTRIBUTIONS>     0             
 
<RETURNS-OF-CAPITAL>          0             
 
<PER-SHARE-NAV-END>           1.000         
 
<EXPENSE-RATIO>               49            
 
<AVG-DEBT-OUTSTANDING>        0             
 
<AVG-DEBT-PER-SHARE>          0             
 
        


<TABLE> <S> <C>
 
 
<ARTICLE> 6 
<CIK> 0000311884
<NAME> Fidelity Beacon Street Trust
<SERIES>
 <NUMBER> 21
 <NAME> Spartan New Jersey Municipal Money Market Fund
<MULTIPLIER> 1,000
       
<S>
<C>
<PERIOD-TYPE>                 year          
 
<FISCAL-YEAR-END>             oct-31-1996   
 
<PERIOD-END>                  oct-31-1996   
 
<INVESTMENTS-AT-COST>         503,047       
 
<INVESTMENTS-AT-VALUE>        503,047       
 
<RECEIVABLES>                 4,377         
 
<ASSETS-OTHER>                274           
 
<OTHER-ITEMS-ASSETS>          0             
 
<TOTAL-ASSETS>                507,698       
 
<PAYABLE-FOR-SECURITIES>      2,640         
 
<SENIOR-LONG-TERM-DEBT>       0             
 
<OTHER-ITEMS-LIABILITIES>     183           
 
<TOTAL-LIABILITIES>           2,823         
 
<SENIOR-EQUITY>               0             
 
<PAID-IN-CAPITAL-COMMON>      504,890       
 
<SHARES-COMMON-STOCK>         504,890       
 
<SHARES-COMMON-PRIOR>         469,846       
 
<ACCUMULATED-NII-CURRENT>     0             
 
<OVERDISTRIBUTION-NII>        0             
 
<ACCUMULATED-NET-GAINS>       (15)          
 
<OVERDISTRIBUTION-GAINS>      0             
 
<ACCUM-APPREC-OR-DEPREC>      0             
 
<NET-ASSETS>                  504,875       
 
<DIVIDEND-INCOME>             0             
 
<INTEREST-INCOME>             17,375        
 
<OTHER-INCOME>                0             
 
<EXPENSES-NET>                1,668         
 
<NET-INVESTMENT-INCOME>       15,707        
 
<REALIZED-GAINS-CURRENT>      (3)           
 
<APPREC-INCREASE-CURRENT>     0             
 
<NET-CHANGE-FROM-OPS>         15,704        
 
<EQUALIZATION>                0             
 
<DISTRIBUTIONS-OF-INCOME>     15,707        
 
<DISTRIBUTIONS-OF-GAINS>      0             
 
<DISTRIBUTIONS-OTHER>         0             
 
<NUMBER-OF-SHARES-SOLD>       467,178       
 
<NUMBER-OF-SHARES-REDEEMED>   447,415       
 
<SHARES-REINVESTED>           15,281        
 
<NET-CHANGE-IN-ASSETS>        35,041        
 
<ACCUMULATED-NII-PRIOR>       0             
 
<ACCUMULATED-GAINS-PRIOR>     (12)          
 
<OVERDISTRIB-NII-PRIOR>       0             
 
<OVERDIST-NET-GAINS-PRIOR>    0             
 
<GROSS-ADVISORY-FEES>         2,454         
 
<INTEREST-EXPENSE>            0             
 
<GROSS-EXPENSE>               2,455         
 
<AVERAGE-NET-ASSETS>          491,056       
 
<PER-SHARE-NAV-BEGIN>         1.000         
 
<PER-SHARE-NII>               .032          
 
<PER-SHARE-GAIN-APPREC>       0             
 
<PER-SHARE-DIVIDEND>          .032          
 
<PER-SHARE-DISTRIBUTIONS>     0             
 
<RETURNS-OF-CAPITAL>          0             
 
<PER-SHARE-NAV-END>           1.000         
 
<EXPENSE-RATIO>               34            
 
<AVG-DEBT-OUTSTANDING>        0             
 
<AVG-DEBT-PER-SHARE>          0             
 
        



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