FIDELITY ADVISOR SERIES VII, N-30D/A, 1996-12-20

FIDELITY ADVISOR SERIES VII
N-30D/A, 1996-12-20

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(2_FIDELITY_LOGOS)FIDELITY ADVISOR
(registered trademark)

OVERSEAS
FUND - CLASS A, CLASS T
(FORMERLY CLASS A), AND CLASS B
ANNUAL REPORT
OCTOBER 31, 1996
CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on investing
strategies.

PERFORMANCE 4 How the fund has done over time.

FUND TALK 10 The manager's review of fund
performance, strategy and outlook.

INVESTMENT CHANGES 13 A summary of major shifts in the
fund's investments over the past six
months.

INVESTMENTS 14 A complete list of the fund's
investments with their market
values.

FINANCIAL STATEMENTS 25 Statements of assets and liabilities,
operations, and changes in net
assets,
as well as financial highlights.

NOTES 32 Notes to the financial statements.

REPORT OF INDEPENDENT 39 The auditors' opinion.
ACCOUNTANTS

DISTRIBUTIONS 40

THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE SUBMITTED FOR
THE GENERAL
INFORMATION OF THE SHAREHOLDERS OF THE FUND. THIS REPORT IS NOT AUTHORIZED
FOR DISTRIBUTION TO
PROSPECTIVE INVESTORS IN THE FUND UNLESS PRECEDED OR ACCOMPANIED BY AN
EFFECTIVE
PROSPECTUS.
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.
NEITHER THE FUND NOR FIDELITY DISTRIBUTORS CORPORATION IS A BANK.
FOR MORE INFORMATION ON ANY FIDELITY ADVISOR FUND, INCLUDING CHARGES AND
EXPENSES,
CONTACT YOUR INVESTMENT PROFESSIONAL FOR A FREE PROSPECTUS. READ IT
CAREFULLY BEFORE YOU
INVEST OR SEND MONEY.
PRESIDENT'S MESSAGE

(photo_of_Edward_C_Johnson_3d)
DEAR SHAREHOLDER:
Although stocks have managed to post solid returns through the first 10
months of 1996, signs of strength in the economy have led to inflation
fears, causing some uncertainty in bond markets so far this year. In 1995,
both stock and bond markets posted strong results, while the year before,
stocks posted below-average returns and bonds had one of the worst years in
history.
These market ups and downs are a normal part of investing, and there are
some basic principles that are helpful for investors to remember in
different types of markets.
If you can leave your money invested over the long term, you can avoid the
results of the volatility that generally accompanies the stock market in
the short term, as we witnessed last year. You also can help to manage some
of the risks of investing through diversification. A stock fund is already
diversified because it invests in many issues. You can diversify even
further by placing some of your money in several different types of stock
funds or in other investment categories, such as bonds.
If you have a short investment time horizon, you might want to consider
moving some of your investment into a money market fund, which seeks income
and a stable share price by investing in high-quality, short-term
investments. Of course, there is no assurance that a money market fund will
achieve its goal, and it is important to remember that money market funds
are not insured or guaranteed by any agency of the U.S. government.
Finally, no matter what your investment horizon or portfolio diversity, it
makes good sense to follow a regular investment plan - investing a certain
amount of money at the same time each month or quarter - and to review your
portfolio periodically. A periodic investment plan will not, of course,
assure a profit or protect against a loss.
Remember to contact your investment professional if you need help with your
investments.
Best regards,
Edward C. Johnson 3d
ADVISOR OVERSEAS FUND - CLASS A
PERFORMANCE: THE BOTTOM LINE

There are several ways to evaluate historical performance. You can look at
the total percentage change in value, the average annual percentage change,
or the growth of a hypothetical $10,000 investment. A class' total return
includes changes in share price, plus reinvestment of any dividends (or
income) and capital gains (the profits the fund earns when it sells
securities that have grown in value). The initial offering of Class A
shares took place on September 3, 1996. Class A shares bear a 0.25% 12b-1
fee. Returns prior to September 3, 1996 are those of Class T, the original
class of the fund, and reflect Class T's 0.50% 12b-1 fee (0.65% prior to
January 1, 1996). If Fidelity had not reimbursed certain class expenses,
the past one year, past five years, and life of fund total returns would
have been lower.
CUMULATIVE TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1996 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

Advisor Overseas - Class A 10.62% 63.02% 60.74%

Advisor Overseas - Class A 4.81% 54.46% 52.30%
(incl. max. 5.25% sales
charge)

Morgan Stanley EAFE Index 10.47% 44.54% 51.73%

International Funds Average 10.73% 57.53% n/a

CUMULATIVE TOTAL RETURNS show Class A's performance in percentage terms
over a set period - in this case, one year, five years or since the fund
started on April 23, 1990. For example, if you invested $1,000 in a fund
that had a 5% return over the past year, the value of your investment would
be $1,050. You can compare Class A's returns to the performance of the
Morgan Stanley Capital International Europe, Australasia, Far East Index
(Morgan Stanley EAFE Index) a market capitalization weighted, unmanaged
index of over 1,000 foreign stocks. To measure how Class A's performance
stacked up against its peers, you can compare it to the international funds
average, which reflects the performance of 324 mutual funds with similar
objectives tracked by Lipper Analytical Services, Inc. over the past 12
months. Both benchmarks include reinvested dividends and capital gains, if
any, and exclude the effects of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1996 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

Advisor Overseas - Class A 10.62% 10.27% 7.54%

Advisor Overseas - Class A 4.81% 9.08% 6.65%
(incl. max. 5.25% sales charge)

Morgan Stanley EAFE Index 10.47% 7.65% 6.59%

International Funds Average 10.73% 9.36% n/a

AVERAGE ANNUAL TOTAL RETURNS take Class A shares' actual (or cumulative)
return and show you what would have happened if Class A shares had
performed at a constant rate each year.
$10,000 OVER LIFE OF FUND
IMAHDR PRASUN SHR__CHT 19961031 19961108 145903 S00000000000001
FA Overseas -CL A MS EAFE Index
00252 MS001
1990/04/23 9475.00 10000.00
1990/04/30 9370.78 9758.32
1990/05/31 9778.20 10871.75
1990/06/30 10270.90 10776.00
1990/07/31 10877.30 10927.78
1990/08/31 9579.23 9866.60
1990/09/30 8764.38 8491.55
1990/10/31 9048.63 9814.69
1990/11/30 9058.10 9235.74
1990/12/31 8970.25 9385.36
1991/01/31 9189.97 9688.93
1991/02/28 9600.75 10727.57
1991/03/31 9065.78 10083.57
1991/04/30 9056.23 10182.59
1991/05/31 9065.78 10288.84
1991/06/30 8387.52 9532.81
1991/07/31 8865.17 10001.17
1991/08/31 8998.91 9798.07
1991/09/30 9467.01 10350.28
1991/10/31 9342.82 10497.00
1991/11/30 9103.99 10006.96
1991/12/31 9578.32 10523.75
1992/01/31 9607.41 10298.96
1992/02/29 9830.38 9930.34
1992/03/31 9529.85 9274.77
1992/04/30 10024.28 9318.86
1992/05/31 10431.45 9942.63
1992/06/30 10266.64 9471.02
1992/07/31 9869.16 9228.63
1992/08/31 9597.71 9807.46
1992/09/30 9452.29 9613.79
1992/10/31 8793.06 9109.50
1992/11/30 8676.72 9195.22
1992/12/31 9115.33 9242.78
1993/01/31 9576.00 9241.65
1993/02/28 9781.83 9520.81
1993/03/31 10379.71 10350.70
1993/04/30 11183.43 11333.00
1993/05/31 11477.47 11572.36
1993/06/30 11163.83 11391.80
1993/07/31 11712.71 11790.57
1993/08/31 12487.02 12427.06
1993/09/30 12359.60 12147.34
1993/10/31 12673.25 12521.69
1993/11/30 12183.18 11427.16
1993/12/31 12928.83 12252.29
1994/01/31 13782.89 13288.16
1994/02/28 13596.37 13251.36
1994/03/31 13252.78 12680.60
1994/04/30 13822.16 13218.63
1994/05/31 13566.92 13142.74
1994/06/30 13458.94 13328.47
1994/07/31 13802.53 13456.65
1994/08/31 13930.15 13775.24
1994/09/30 13498.20 13341.38
1994/10/31 13802.53 13785.64
1994/11/30 13262.60 13123.10
1994/12/31 13184.58 13205.28
1995/01/31 12640.58 12697.99
1995/02/28 12670.26 12661.55
1995/03/31 13065.89 13451.26
1995/04/30 13451.64 13957.15
1995/05/31 13600.00 13790.77
1995/06/30 13698.91 13548.93
1995/07/31 14292.36 14392.43
1995/08/31 13876.95 13843.41
1995/09/30 14045.09 14113.77
1995/10/31 13768.15 13734.39
1995/11/30 13896.73 14116.54
1995/12/31 14323.79 14685.30
1996/01/31 14582.77 14745.58
1996/02/29 14612.65 14795.43
1996/03/31 14821.83 15109.63
1996/04/30 15210.31 15548.91
1996/05/31 15210.31 15262.79
1996/06/30 15319.88 15348.69
1996/07/31 14871.64 14900.09
1996/08/31 14971.25 14932.73
1996/09/30 15389.60 15329.43
1996/10/31 15230.23 15172.57
IMATRL PRASUN SHR__CHT 19961031 19961108 145906 R00000000000082

$10,000 OVER LIFE OF FUND: Let's say hypothetically that $10,000 was
invested in Fidelity Advisor Overseas Fund - Class A on April 23, 1990,
when the fund started, and the current maximum 5.25% sales charge was paid.
As the chart shows, by October 31, 1996, the value of the investment would
have grown to $15,230 - a 52.30% increase on the initial investment. For
comparison, look at how the Morgan Stanley EAFE Index did over the same
period. With dividends reinvested, the same $10,000 investment would have
grown to $15,173 - a 51.73% increase.
UNDERSTANDING
PERFORMANCE
Many markets around the globe
offer the potential for significant
growth over time; however,
investing in foreign markets
means assuming greater risks
than investing in the United
States. Factors like changes in
a country's financial markets,
its local political and economic
climate, and the fluctuating
value of its currency create
these risks. For these reasons
an international fund's
performance may be more
volatile than a fund that invests
exclusively in the United
States. Past performance is no
guarantee of future results and
you may have a gain or loss
when you sell your shares.
(checkmark)
ADVISOR OVERSEAS FUND - CLASS T
PERFORMANCE: THE BOTTOM LINE

Advisor Overseas - Class T 10.69% 63.12% 60.85%

Advisor Overseas - Class T 6.82% 57.41% 55.22%
(incl. max. 3.50% sales
charge)

Morgan Stanley EAFE Index 10.47% 44.54% 51.73%

International Funds Average 10.73% 57.53% n/a

CUMULATIVE TOTAL RETURNS show Class T's performance in percentage terms
over a set period - in this case, one year, five years or since the fund
started on April 23, 1990. For example, if you invested $1,000 in a fund
that had a 5% return over the past year, the value of your investment would
be $1,050. You can compare Class T's returns to the performance of the
Morgan Stanley Capital International Europe, Australasia, Far East Index
(Morgan Stanley EAFE Index) a market capitalization weighted, unmanaged
index of over 1,000 foreign stocks. To measure how Class T's performance
stacked up against its peers, you can compare it to the international funds
average, which reflects the performance of 324 mutual funds with similar
objectives tracked by Lipper Analytical Services, Inc. over the past 12
months. Both benchmarks include reinvested dividends and capital gains, if
any, and exclude the effects of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1996 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

Advisor Overseas - Class T 10.69% 10.28% 7.55%

Advisor Overseas - Class T 6.82% 9.50% 6.96%
(incl. max. 3.50% sales charge)

Morgan Stanley EAFE Index 10.47% 7.65% 6.59%

International Funds Average 10.73% 9.36% n/a

AVERAGE ANNUAL TOTAL RETURNS take Class T shares' actual (or cumulative)
return and show you what would have happened if Class T shares had
performed at a constant rate each year. (Note: Lipper calculates average
annual total returns by annualizing each fund's total return, then taking
the arithmetic average. This may produce a slightly different figure than
that obtained by averaging the cumulative total returns and annualizing the
result.)
$10,000 OVER LIFE OF FUND
IMAHDR PRASUN SHR__CHT 19961031 19961108 150331 S00000000000001
FA Overseas -CL T MS EAFE Index
00175 MS001
1990/04/23 9650.00 10000.00
1990/04/30 9543.85 9758.32
1990/05/31 9958.80 10871.75
1990/06/30 10460.60 10776.00
1990/07/31 11078.20 10927.78
1990/08/31 9756.15 9866.60
1990/09/30 8926.25 8491.55
1990/10/31 9215.75 9814.69
1990/11/30 9225.40 9235.74
1990/12/31 9135.93 9385.36
1991/01/31 9359.71 9688.93
1991/02/28 9778.07 10727.57
1991/03/31 9233.22 10083.57
1991/04/30 9223.49 10182.59
1991/05/31 9233.22 10288.84
1991/06/30 8542.43 9532.81
1991/07/31 9028.91 10001.17
1991/08/31 9165.12 9798.07
1991/09/30 9641.86 10350.28
1991/10/31 9515.38 10497.00
1991/11/30 9272.14 10006.96
1991/12/31 9755.23 10523.75
1992/01/31 9784.85 10298.96
1992/02/29 10011.95 9930.34
1992/03/31 9705.86 9274.77
1992/04/30 10209.42 9318.86
1992/05/31 10624.12 9942.63
1992/06/30 10456.27 9471.02
1992/07/31 10051.44 9228.63
1992/08/31 9774.98 9807.46
1992/09/30 9626.87 9613.79
1992/10/31 8955.46 9109.50
1992/11/30 8836.98 9195.22
1992/12/31 9283.69 9242.78
1993/01/31 9752.86 9241.65
1993/02/28 9962.49 9520.81
1993/03/31 10571.42 10350.70
1993/04/30 11389.98 11333.00
1993/05/31 11689.46 11572.36
1993/06/30 11370.02 11391.80
1993/07/31 11929.04 11790.57
1993/08/31 12717.65 12427.06
1993/09/30 12587.88 12147.34
1993/10/31 12907.32 12521.69
1993/11/30 12408.19 11427.16
1993/12/31 13167.62 12252.29
1994/01/31 14037.46 13288.16
1994/02/28 13847.49 13251.36
1994/03/31 13497.56 12680.60
1994/04/30 14077.45 13218.63
1994/05/31 13817.50 13142.74
1994/06/30 13707.52 13328.47
1994/07/31 14057.46 13456.65
1994/08/31 14187.43 13775.24
1994/09/30 13747.51 13341.38
1994/10/31 14057.46 13785.64
1994/11/30 13507.56 13123.10
1994/12/31 13428.10 13205.28
1995/01/31 12874.05 12697.99
1995/02/28 12904.27 12661.55
1995/03/31 13307.21 13451.26
1995/04/30 13700.08 13957.15
1995/05/31 13851.19 13790.77
1995/06/30 13951.92 13548.93
1995/07/31 14556.34 14392.43
1995/08/31 14133.25 13843.41
1995/09/30 14304.50 14113.77
1995/10/31 14022.44 13734.39
1995/11/30 14153.40 14116.54
1995/12/31 14588.34 14685.30
1996/01/31 14852.11 14745.58
1996/02/29 14882.54 14795.43
1996/03/31 15095.59 15109.63
1996/04/30 15491.24 15548.91
1996/05/31 15491.24 15262.79
1996/06/30 15602.83 15348.69
1996/07/31 15146.31 14900.09
1996/08/31 15247.76 14932.73
1996/09/30 15683.99 15329.43
1996/10/31 15521.67 15172.57
IMATRL PRASUN SHR__CHT 19961031 19961108 150334 R00000000000082

$10,000 OVER LIFE OF FUND: Let's say hypothetically that $10,000 was
invested in Fidelity Advisor Overseas Fund - Class T on April 23, 1990,
when the fund started, and the current maximum 3.50% sales charge was paid.
As the chart shows, by October 31, 1996, the value of the investment would
have grown to $15,522 - a 55.22% increase on the initial investment. For
comparison, look at how the Morgan Stanley EAFE Index did over the same
period. With dividends reinvested, the same $10,000 investment would have
grown to $15,173 - a 51.73% increase.
UNDERSTANDING
PERFORMANCE
Many markets around the globe
offer the potential for significant
growth over time; however,
investing in foreign markets
means assuming greater risks
than investing in the United
States. Factors like changes in
a country's financial markets,
its local political and economic
climate, and the fluctuating
value of its currency create
these risks. For these reasons
an international fund's
performance may be more
volatile than a fund that invests
exclusively in the United
States. Past performance is no
guarantee of future results and
you may have a gain or loss
when you sell your shares.
(checkmark)
ADVISOR OVERSEAS FUND - CLASS B
PERFORMANCE: THE BOTTOM LINE

There are several ways to evaluate historical performance. You can look at
the total percentage change in value, the average annual percentage change,
or the growth of a hypothetical $10,000 investment. A class' total return
includes changes in share price, plus reinvestment of any dividends (or
income) and capital gains (the profits the fund earns when it sells
securities that have grown in value). The initial offering of Class B
shares took place on July 3, 1995. Class B shares bear a 1.00%
12b-1/shareholder service fee. Returns prior to July 3, 1995 are those of
Class T, the original class of the fund, and reflect Class T's prior 0.65%
12b-1 fee. Had Class B's 12b-1 fee been reflected, returns prior to July 3,
1995 would have been lower. Class B's contingent deferred sales charges
included in the past one year, past five years and life of fund total
return figures are 4%, 1% and 0%, respectively. If Fidelity had not
reimbursed certain class expenses, the past five years and life of fund
total returns would have been lower.
CUMULATIVE TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1996 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

Advisor Overseas - Class B 9.73% 61.71% 59.45%

Advisor Overseas - Class B 5.73% 60.71% 59.45%
(incl. contingent deferred sales
charge)

Morgan Stanley EAFE Index 10.47% 44.54% 51.73%

International Funds Average 10.73% 57.53% n/a

CUMULATIVE TOTAL RETURNS show Class B's performance in percentage terms
over a set period - in this case, one year, five years or since the fund
started on April 23, 1990. For example, if you invested $1,000 in a fund
that had a 5% return over the past year, the value of your investment would
be $1,050. You can compare Class B's returns to the performance of the
Morgan Stanley Capital International Europe, Australasia, Far East Index
(Morgan Stanley EAFE Index) a market capitalization weighted, unmanaged
index of over 1,000 foreign stocks. To measure how Class B's performance
stacked up against its peers, you can compare it to the international funds
average, which reflects the performance of 324 mutual funds with similar
objectives tracked by Lipper Analytical Services, Inc. over the past 12
months. Both benchmarks include reinvested dividends and capital gains, if
any, and exclude the effects of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1996 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

Advisor Overseas - Class B 9.73% 10.09% 7.40%

Advisor Overseas - Class B 5.73% 9.95% 7.40%
(incl. contingent deferred sales charge)

Morgan Stanley EAFE Index 10.47% 7.65% 6.59%

International Funds Average 10.73% 9.36% n/a

AVERAGE ANNUAL TOTAL RETURNS take Class B shares' actual (or cumulative)
return and show you what would have happened if Class B shares had
performed at a constant rate each year.
$10,000 OVER LIFE OF FUND
IMAHDR PRASUN SHR__CHT 19961031 19961108 150331 S00000000000001
FA Overseas -CL T MS EAFE Index
00175 MS001
1990/04/23 9650.00 10000.00
1990/04/30 9543.85 9758.32
1990/05/31 9958.80 10871.75
1990/06/30 10460.60 10776.00
1990/07/31 11078.20 10927.78
1990/08/31 9756.15 9866.60
1990/09/30 8926.25 8491.55
1990/10/31 9215.75 9814.69
1990/11/30 9225.40 9235.74
1990/12/31 9135.93 9385.36
1991/01/31 9359.71 9688.93
1991/02/28 9778.07 10727.57
1991/03/31 9233.22 10083.57
1991/04/30 9223.49 10182.59
1991/05/31 9233.22 10288.84
1991/06/30 8542.43 9532.81
1991/07/31 9028.91 10001.17
1991/08/31 9165.12 9798.07
1991/09/30 9641.86 10350.28
1991/10/31 9515.38 10497.00
1991/11/30 9272.14 10006.96
1991/12/31 9755.23 10523.75
1992/01/31 9784.85 10298.96
1992/02/29 10011.95 9930.34
1992/03/31 9705.86 9274.77
1992/04/30 10209.42 9318.86
1992/05/31 10624.12 9942.63
1992/06/30 10456.27 9471.02
1992/07/31 10051.44 9228.63
1992/08/31 9774.98 9807.46
1992/09/30 9626.87 9613.79
1992/10/31 8955.46 9109.50
1992/11/30 8836.98 9195.22
1992/12/31 9283.69 9242.78
1993/01/31 9752.86 9241.65
1993/02/28 9962.49 9520.81
1993/03/31 10571.42 10350.70
1993/04/30 11389.98 11333.00
1993/05/31 11689.46 11572.36
1993/06/30 11370.02 11391.80
1993/07/31 11929.04 11790.57
1993/08/31 12717.65 12427.06
1993/09/30 12587.88 12147.34
1993/10/31 12907.32 12521.69
1993/11/30 12408.19 11427.16
1993/12/31 13167.62 12252.29
1994/01/31 14037.46 13288.16
1994/02/28 13847.49 13251.36
1994/03/31 13497.56 12680.60
1994/04/30 14077.45 13218.63
1994/05/31 13817.50 13142.74
1994/06/30 13707.52 13328.47
1994/07/31 14057.46 13456.65
1994/08/31 14187.43 13775.24
1994/09/30 13747.51 13341.38
1994/10/31 14057.46 13785.64
1994/11/30 13507.56 13123.10
1994/12/31 13428.10 13205.28
1995/01/31 12874.05 12697.99
1995/02/28 12904.27 12661.55
1995/03/31 13307.21 13451.26
1995/04/30 13700.08 13957.15
1995/05/31 13851.19 13790.77
1995/06/30 13951.92 13548.93
1995/07/31 14556.34 14392.43
1995/08/31 14133.25 13843.41
1995/09/30 14304.50 14113.77
1995/10/31 14022.44 13734.39
1995/11/30 14153.40 14116.54
1995/12/31 14588.34 14685.30
1996/01/31 14852.11 14745.58
1996/02/29 14882.54 14795.43
1996/03/31 15095.59 15109.63
1996/04/30 15491.24 15548.91
1996/05/31 15491.24 15262.79
1996/06/30 15602.83 15348.69
1996/07/31 15146.31 14900.09
1996/08/31 15247.76 14932.73
1996/09/30 15683.99 15329.43
1996/10/31 15521.67 15172.57
IMATRL PRASUN SHR__CHT 19961031 19961108 150334 R00000000000082

$10,000 OVER LIFE OF FUND: Let's say hypothetically that $10,000 was
invested in Fidelity Advisor Overseas Fund - Class B on April 23, 1990,
when the fund started. As the chart shows, by October 31, 1996, the value
of the investment would have grown to $15,945 - a 59.45% increase on the
initial investment. For comparison, look at how the Morgan Stanley EAFE
Index did over the same period. With dividends reinvested, the same $10,000
investment would have grown to $15,173 - a 51.73% increase.
UNDERSTANDING
PERFORMANCE
Many markets around the globe
offer the potential for significant
growth over time; however,
investing in foreign markets
means assuming greater risks
than investing in the United
States. Factors like changes in
a country's financial markets,
its local political and economic
climate, and the fluctuating
value of its currency create
these risks. For these reasons
an international fund's
performance may be more
volatile than a fund that invests
exclusively in the United
States. Past performance is no
guarantee of future results and
you may have a gain or loss
when you sell your shares.
(checkmark)
FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP
A world economic recovery and
lower inflation in many areas of
the globe helped international
markets to mostly positive returns
for the one-year period ending
October 31, 1996. Japan,
however, proved to be the major
exception as an underperforming
stock market and a weak yen
underminded the returns of
U.S.-based investors. For the
year, the Morgan Stanley Capital
International (MSCI) EAFE Index
- - which measures stock
performance in Europe, Australia
and the Far East - returned
10.47%. Most European markets
enjoyed stronger economic
growth, low interest rates, higher
corporate earnings and the
relative weakness of the
continent's major currencies. In
addition, a new emphasis on
shareholder friendliness by many
of the region's corporations
helped them raise the value of
their businesses. The Japanese
stock market underperformed on
the weakness of the economic
recovery and the uncertainty for
any substantial economic reform.
In contrast, many markets in the
rest of Asia had strong
performance although Korea,
Singapore, India and Thailand
were notable laggards. Top
markets such as Hong Kong and
Malaysia benefited from the rising
value of the property sector, solid
economic growth and stable
interest rates.
An interview with Richard Mace, Portfolio Manager of Fidelity Advisor
Overseas Fund
Q. HOW DID THE FUND PERFORM, RICK?
A. Pretty well. For the year ended October 31, 1996, the fund's
Institutional Class shares returned 10.51%. For the same period, the Morgan
Stanley Capital International EAFE Index - which tracks the performance of
stocks in Europe, Australia and the Far East - returned 10.47%.
Additionally, the international funds average, as tracked by Lipper
Analytical Services, stood at 10.73% for the one-year period.
Q. WHAT WOULD YOU SAY WERE SOME OF THE BIGGEST CHANGES YOU'VE MADE TO THE
FUND SINCE YOU BECAME THE MANAGER?
A. I continued to sell Japanese stocks in order to keep the fund
underweighted in Japan relative to the EAFE Index. I've placed the proceeds
from these sales into European cyclical stocks - which tend to benefit from
a strengthening economy. This strategy has been effective in moving the
fund into undervalued European equities that I believe have attractive
risk/reward characteristics. It also has limited the fund's exposure to the
negative effects of the weak Japanese yen and the underperforming Japanese
stock market.
Q. ARE YOU SAYING YOU HAVE A NEGATIVE VIEW OF JAPAN?
A. No. In fact, I solidified the fund's position in what I consider my
value holdings in Japan. These are companies that I believe will benefit
from the weak yen, the nascent Japanese economic recovery, world economic
growth and good managements intent on raising the value of the business. I
only invest with conviction, and I believed in the fund's remaining
Japanese holdings. Some examples included Toyota and Honda, retailer
Ito-Yokado and broad-based export companies such as Canon.
Q. BASED ON YOUR INVESTMENTS DURING THE PERIOD, YOU SAW OPPORTUNITIES IN
EUROPE . . .
A. Six months ago I saw great potential in Europe. Stocks were generally
undervalued, there was the potential for economic recovery and some
companies were taking steps to raise shareholder value. Some stocks have
appreciated and realized their underlying value. Economic growth has come,
although not as uniformly as I would have hoped. Additionally, many more
corporate managements have been proactive in growing the value of their
businesses by restructuring their balance sheets, selling off
poor-performing subsidiaries and redeploying excess cash more efficiently.
Q. WHAT TYPES OF COMPANIES DID YOU LIKE IN EUROPE?
A. As I said before, I looked for cyclical names - especially in the energy
sector. I believed many European energy stocks' prices did not reflect
rising oil prices and were discounting lower oil prices that never came to
pass. Some energy stocks in the fund were Total, Royal Dutch Petroleum,
Shell and British Petroleum. Additionally, I added to positions that I
considered value holdings in Europe - such as Veba, Alcatel and Volvo - and
that, in my opinion, exemplified some of the themes I discussed before.
Q. IT APPEARS MANY OF YOUR CANADIAN POSITIONS ARE NEW TO THE FUND . . .
A. That's right. Many Canadian oil and gas, natural resources and bank
stocks were attractively priced during the period. Some additions include
Canadian Natural Resources, Inco, and Canadian Imperial Bank of Commerce.
Q. DID YOU HAVE ANY DISAPPOINTMENTS?
A. Sure. One would be the weakness of the Japanese market. I consider
another to be the legal and governmental impediments to recognizing
shareholder value in Europe. For example, it's not yet legal in many
European countries for corporations to buy back stock, even though many
corporate managements seek to do so. I also continue to be disappointed by
the problems that arise from partial government ownership of companies.
Take the case of Eramet, which is one of the fund's French holdings. It's
been reported in the media that the French government, a partial owner of
Eramet, is pressuring the company's management to sell a nickel mine it
owns in the colony of New Caledonia. The government has denied the report.
However, it was also reported that the government indicated it will take
steps to oust the management if they do not comply. I think it's
unfortunate that the government is unduly influencing management's
decision-making process.
Q. WHAT DO YOU SEE GOING FORWARD?
A. I'm hopeful that the economic recoveries that have begun in Europe and
Japan will continue. I think the key to a company's stock price will be its
shareholder friendliness, reflected in stock buybacks or a proactive
management. Therefore, I will try to position the fund in companies that
could benefit from economic growth and that are focused on providing
returns for shareholders.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGER
ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON THE COVER.
THE MANAGER'S VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND
OTHER CONDITIONS.

FUND FACTS
GOAL: seeks growth of
capital primarily through
investments in foreign
securities
START DATE: April 23, 1990
SIZE: as of October 31,1996,
more than $1 billion
MANAGER: Richard Mace,
since March 1996; manager,
VIP: Overseas, Fidelity
Advisor Annuity Overseas,
since March 1996; joined
Fidelity in 1987
(checkmark)
RICK MACE ON THE WEAK YEN
AND THE PRICING POWER OF
JAPANESE COMPANIES:
"At the end of the period, the
Japanese yen had reached a
three-year low against the
dollar of 115 yen - that's a
significant depreciation from a
high of 80 yen in the spring of
1995. The weakness of the
yen improves the
competitiveness of Japanese
exports and favorably impacts
reported profits after the
translation of overseas
earnings back into yen.
"In theory, this works.
Unfortunately, in practice, the
benefits of the weak yen have
not been realized by
investors. Many companies
are instead passing on the
benefits to customers in the
form of lower prices in an
effort to boost market share. As
such, they are giving away a
lot of the potential earnings
gains. Fortunately, the
Japanese auto companies
have not taken this route, and
that is why the fund has taken
substantial positions in the
auto companies."
INVESTMENT CHANGES

TOP FIVE STOCKS AS OF OCTOBER 31, 1996
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE STOCKS
6 MONTHS AGO

Veba AG Ord. 3.1 0.5
(Germany, Electric Utility)

Volvo AB Class B 2.8 1.5
(Sweden, Autos, Tires, &
Accessories)

Total SA Class B 2.2 0.9
(France, Oil & Gas)

Honda Motor Co. Ltd. 2.0 0.9
(Japan, Autos, Tires, & Accessories)

Alcatel Alsthom CGE 1.6 1.3
(France, Industrial Machinery)

TOP FIVE MARKET SECTORS AS OF OCTOBER 31, 1996
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE MARKET
SECTORS
6 MONTHS AGO

Finance 14.2 18.2

Durables 14.1 10.4

Basic Industries 9.9 5.3

Energy 8.9 4.5

Utilities 8.5 7.4

TOP FIVE COUNTRIES AS OF OCTOBER 31, 1996
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE COUNTRIES
6 MONTHS AGO

Japan 23.3 23.0

United Kingdom 11.9 11.7

France 9.3 6.2

Sweden 6.6 4.3

Germany 6.4 4.1

ASSET ALLOCATION (% OF FUND'S INVESTMENTS)
AS OF OCTOBER 31, 1996 AS OF APRIL 30, 1996
Row: 1, Col: 1, Value: 11.6
Row: 1, Col: 2, Value: 1.3
Row: 1, Col: 3, Value: 87.09999999999999
Stocks 78.6%
Bonds 0.3%
Short-term
investments 21.1%
Stocks and
equity futures 88.1%
Bonds 0.3%
Short-term
investments 11.6%
Row: 1, Col: 1, Value: 21.1
Row: 1, Col: 2, Value: 1.3
Row: 1, Col: 3, Value: 77.59999999999999
INVESTMENTS OCTOBER 31, 1996

Showing Percentage of Total Value of Investment in Securities

COMMON STOCKS - 86.2%
SHARES VALUE (NOTE 1)
(000S)
ARGENTINA - 0.7%
Perez Companc Class B 251,923 $ 1,600
Telecom Argentina Class B sponsored ADR 68,400 2,582
Telecom Argentina Stet France Telecom SA 155,200 586
YPF Sociedad Anonima sponsored ADR representing
Class D shares 95,100 2,164
6,932
AUSTRALIA - 1.6%
Brambles Industries Ltd. 238,750 3,949
CSR Ltd. 993,900 3,335
Coles Myer Ltd. 429,100 1,566
QNI Ltd. 1,035,400 2,082
Western Mining Holdings Ltd. 599,126 3,760
Woolworths Ltd. 707,700 1,630
16,322
BELGIUM - 0.4%
Bekaert SA 2,100 1,696
Delhaize Freres & Cie Le Lion SA 42,000 2,343
4,039
BERMUDA - 0.2%
Dickson Concepts International Ltd. 676,800 2,258
BRAZIL - 1.0%
Multicanal Participacoes SA sponsored ADR 58,800 823
Telebras sponsored ADR 129,000 9,611
10,434
CANADA - 3.1%
Alcan Aluminium Ltd. 108,400 3,564
Alliance Communications Corp. Class B (non-vtg.) (a) 45,100 389
BCE, Inc. 68,500 3,150
Barrick Gold Corp. 58,100 1,524
Bre-X Minerals Ltd. (a) 161,600 2,704
Bro-X Minerals Ltd. 27,050 79
Canadian Imperial Bank of Commerce 83,900 3,491
Canadian Natural Resources Ltd. (a) 223,300 5,556
Canada Occidental Petroleum Ltd. 43,400 767
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
CANADA - CONTINUED
Greenstone Resources Ltd. (a) 89,500 $ 1,137
Inco Ltd. 264,100 8,356
Renaissance Energy Ltd. (a) 40,500 1,286
32,003
DENMARK - 0.6%
Den Danske Bank Group AS 20,900 1,495
International Service Systems AS, Series B 144,700 4,094
Unidanmark AS Class A 21,600 993
6,582
FINLAND - 1.8%
Cultor OY, Series 1 46,100 2,104
Huhtamaki Ord. 114,200 4,948
Metsa-Serla Ltd. Class B 73,100 506
Nokia Corp. AB, Series A 20,600 949
Pohjola Class B 239,130 4,997
Valmet OY 207,240 3,154
Valmet OY (b) 110,800 1,686
18,344
FRANCE - 9.3%
Alcatel Alsthom Compagnie Generale d'Electricite SA 189,098 16,090
Axa SA 102,390 6,380
Canal Plus SA 24,061 5,945
Credit Commercial de France Ord. 34,300 1,539
Eramet SA 104,300 4,828
Generale des Eaux, Cie 19,900 2,373
Groupe Danone 10,800 1,475
Lafarge Coppee SA 26,950 1,614
Michelin SA (Compagnie Generale des Etablissements)
Class B 183,636 8,834
Nationale Elf Aquitaine 70,000 5,585
Pechiney SA Class A 244,824 10,488
Peugeot SA Ord. 11,800 1,227
Paribas SA (Cie Financiere) Class A 8,700 559
Societe Generale Class A 17,100 1,839
Total SA Class B 283,090 22,094
Usinor Sacilor 278,000 4,115
Valeo SA 3,200 192
95,177
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
GERMANY - 6.2%
BASF AG 82,000 $ 2,650
Bayer AG 194,500 7,329
Continental Gummi-Werke AG 222,500 3,877
Daimler-Benz AG Ord. 83,200 4,905
Hoechst AG Ord. 64,800 2,438
Karstadt AG 2,300 839
Mannesmann AG Ord. 5,400 2,107
Veba AG Ord. 584,600 31,195
Volkswagen AG 19,500 7,790
63,130
HONG KONG - 2.0%
Great Eagle Holdings Ltd. 616,000 1,980
HSBC Holdings PLC 440,800 9,029
Hong Kong & China Gas Co. Ltd. 1,403,200 2,468
Hutchison Whampoa Ltd. Ord. 152,000 1,061
Hysan Development Co. Ltd. 916,000 2,938
Oriental Press Group Ltd. (warrants) (a) 209,400 17
Peregrine Investments Holdings Ltd. 685,000 1,103
Sun Hung Kai Properties Ltd. 97,000 1,104
Wharf Holdings Ltd. (b) 248,000 1,023
20,723
INDONESIA - 0.0%
Pt Tambang Timah GDR unit 27,600 442
IRELAND - 0.8%
Bank of Ireland, Inc. 618,200 5,080
Independent Newspapers PLC 515,566 2,726
7,806
ITALY - 0.9%
Eni Spa 791,800 3,783
Magneti Marelli Spa 1,043,100 1,010
Montedison Spa Ord. (a) 749,176 491
Olivetti & Co. Spa Ord. (a) 2,799,300 811
Pirelli Spa Ord. 1,075,200 1,907
SAI (Sta Assieuratrice Industriale) Spa 146,400 1,153
9,155
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
JAPAN - 23.2%
Acom Co. Ltd. 15,000 $ 575
Amway Japan Ltd. 49,600 1,975
Aoyama Trading Co. Ord. 151,600 3,869
Asahi Chemical Industry Co. Ltd. 162,000 1,009
Asahi Breweries Ltd. 157,000 1,611
Bank of Tokyo-Mitsubishi Ltd. 79,000 1,607
Bridgestone Corp. 140,000 2,357
Canon, Inc. 604,000 11,548
Citizen Watch Co. Ltd. Ord. 276,000 2,094
Dai-Ichi Kangyo Bank 97,000 1,574
DDI Corp. Ord. 646 4,844
Daiwa House Industry Co. Ltd. 372,000 5,155
Daiwa Securities Co. Ltd. 538,000 5,803
Denny's Japan Co. Ltd. 42,000 1,330
Daito Trust Construction Co. 403,000 5,089
Fuji Bank Ltd. 130,000 2,337
Fuji Photo Film Co. Ltd. 487,000 13,966
Fujitsu Ltd. 109,000 956
Hitachi Koki Co. Ltd. Ord. 90,000 754
Hitachi Ltd. 676,000 5,988
Hitachi Maxell Ltd. 232,000 4,578
Honda Motor Co. Ltd. 848,000 20,229
Hoya Corp. 21,000 689
Ito-Yokado Co. Ltd. 197,000 9,813
Kao Corp. 79,000 928
Kobe Steel Ltd. Ord. (a) 502,000 1,189
Komatsu Ltd. Ord. 748,000 6,114
Matsushita Electric Industrial Co. Ltd. 634,000 10,120
Minebea Co. Ltd. 310,000 2,607
Minolta Camera Co. Ltd. 92,000 554
Mitsubishi Electric Co. Ord. 759,000 4,387
Mitsubishi Estate Co. Ltd. 164,000 2,042
Mitsubishi Heavy Industries Ltd. 714,000 5,479
Mitsui Trust and Banking Co. Ltd. 246,000 2,373
NKK Corp. (a) 461,000 1,156
NEC Corp. 87,000 946
Namco Ltd. 46,800 1,400
Nichiei Co. Ltd. 17,900 1,190
Nikko Securities Co. Ltd. 335,000 3,202
Nintendo Co. Ltd. Ord. 94,800 6,053
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
JAPAN - CONTINUED
Nitto Denko Corp. 63,000 $ 934
Nomura Securities Co. Ltd. 467,000 7,700
Omron Corp. 96,000 1,709
Onward Kashiyama & Co. Ltd. 190,000 2,649
Orix Corp. 149,000 5,541
Ricoh Co. Ltd. Ord. 384,000 3,805
Rohm Co. Ltd. 33,000 1,953
Sakura Bank Ltd. 531,000 5,029
Sankyo Co. Ltd. 123,000 3,042
Santen Pharmaceutical Co. Ord. 200 4
Sekisui Chemical Co. Ltd. 306,000 3,408
Sho Bond Corp. Ord. 29,000 903
Sony Corp. 92,700 5,553
TDK Corp. 70,000 4,101
Tadano Ltd. 9,000 77
Takeda Chemical Industries Ltd. 759,000 12,980
Toyota Motor Corp. 670,000 15,806
Uni Charm Corp. Ord. 15,000 364
Uny Co. Ltd. 66,000 1,140
York Benimaru Co. 19,500 640
236,828
KOREA (SOUTH) - 0.3%
Korea Electric Power Corp. 118,250 3,478
MALAYSIA - 0.1%
Arab Malaysian Corp. BHD 237,000 1,050
MEXICO - 0.3%
BANACCI SA de CV Class B (a) 326,100 695
Cifra SA Class C (a) 1,082,200 1,399
Gruma SA Class B sponsored ADR (a)(b) 53,900 997
3,091
NETHERLANDS - 5.4%
AKZO Nobel NV 73,400 9,227
DSM NV 56,900 5,436
ING Groep NV 277,370 8,627
KBB NV Ord. 22,300 1,554
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
NETHERLANDS - CONTINUED
KLM Royal Dutch Air Lines NV 100,000 $ 2,375
Koninklijke KNP BT NV 21,400 471
Philips Electronics NV (Bearer) 133,800 4,704
Royal Dutch Petroleum Co. Ord. 68,400 11,268
Unilever NV Ord. 43,900 6,659
Vendex International NV (b) 125,300 5,046
55,367
NETHERLANDS ANTILLES - 0.4%
Schlumberger Ltd. 39,500 3,915
NORWAY - 1.5%
Den Norske Bank AS Class A Free shares 1,247,500 4,113
Norsk Hydro AS 133,050 6,113
Orkla AS Class B (non-vtg.) 36,100 2,104
Saga Petroleum AS Class B 202,300 3,146
15,476
PERU - 0.1%
Compania de Minas Buenaventura SA Class B
sponsored ADR (a) 49,400 827
PHILIPPINES - 0.1%
Belle Resources Corp. (a) 2,364,000 630
SINGAPORE - 0.1%
Kim Engineering Holdings Ltd. 1,566,000 1,255
SPAIN - 3.5%
ACERINOX SA (Reg.) 17,609 2,109
Banco Bilbao Vizcaya SA Ord. (Reg.) 200,000 9,705
Banco de Santander SA Ord. (Reg.) 127,000 6,511
Banco Intercontinental Espanol 20,000 2,393
FOCSA (Fomento Construcciones y Contratas SA) 20,200 1,638
Tabacalera SA, Series A 182,900 6,685
Telefonica de Espana SA Ord. 321,800 6,448
35,489
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
SWEDEN - 6.6%
ABB AB, Series B 9,000 $ 1,002
Bure Investment AB (b) 39,200 420
Diligentia AB (a) 51,900 666
Electrolux AB 75,000 4,170
Esselte AB Class B Free shares 55,000 1,228
Investor AB Class B Free shares 100,300 4,037
Scania AB:
Class A 78,900 2,115
Class B 441,200 11,829
Series B (warrants) 100,000 94
Skandinaviska Enskilda Banken Class A Free shares 474,000 3,960
Skandia Foersaekrings AB 150,000 4,204
Svenska Cellulosa AB (SCA) Class B Ord. 14,500 304
Swedish Match Co. 1,314,600 3,914
Volvo AB Class B 1,399,400 29,015
66,958
SWITZERLAND - 2.3%
CS Holding AG (Reg.) 47,950 4,774
CIBA-GEIGY AG (Reg.) 5,400 6,631
Nestle SA (Reg.) 3,600 3,898
Roche Holding AG participation certificates 350 2,639
Sandoz AG (Reg.) 4,400 5,070
23,012
UNITED KINGDOM - 11.9%
Barclays PLC Ord. 336,300 5,277
Barratt Developments PLC 923,000 3,822
Bass PLC Ord. 344,700 4,419
Blue Circle Industries PLC 264,400 1,709
Booker PLC 318,400 2,083
Boots Co. PLC (The) 188,000 1,906
British Airways PLC Ord. 260,900 2,347
British Petroleum PLC Ord. 1,123,305 12,067
British Telecommunications PLC Ord. 474,500 2,745
Cable & Wireless PLC Ord. 208,800 1,658
Caradon PLC 1,380,300 5,423
Christies International PLC 71,700 290
Cookson Group PLC 2,290,600 8,423
Courtaulds PLC Ord. 26,700 198
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
(000S)
UNITED KINGDOM - CONTINUED
Dixons Group PLC 656,258 $ 5,878
Glaxo Holdings PLC 391,000 6,139
Granada Group PLC 218,200 3,142
Grand Metropolitan PLC 838,058 6,320
ICI (Imperial Chemical Industries) PLC Ord. 80,100 1,028
Lloyds TSB Group PLC 1,020,474 6,467
MFI Furniture Group PLC 318,700 1,037
National Westminster Bank PLC Ord. 291,300 3,325
Prudential Corp. PLC 242,639 1,836
Redland PLC Ord. 276,600 1,890
Rolls Royce PLC Ord. 585,178 2,423
Rugby Group PLC 952,500 1,557
Shell Transport & Trading Co. PLC:
(Reg.) 620,000 10,158
ADR 10,900 1,068
SmithKline Beecham PLC Ord. 434,700 5,368
Unigate PLC 191,800 1,345
Unilever PLC Ord. 159,900 3,359
Vodafone Group PLC 1,121,093 4,332
Vodafone Group PLC sponsored ADR 12,100 467
WPP Group PLC (b) 381,200 1,420
Wickes PLC 466,500 304
121,230
UNITED STATES OF AMERICA - 1.8%
Alumax, Inc. (a) 167,500 5,381
Aluminum Co. of America 119,100 6,982
Jefferson Smurfit Corp. 6,700 94
Kaiser Aluminum Corp. (a) 222,600 2,477
Newmont Mining Corp. 27,700 1,281
Pharmacia & Upjohn, Inc. 64,200 2,311
18,526
TOTAL COMMON STOCKS
(Cost $816,577) $ 880,479
PREFERRED STOCKS - 1.5%
SHARES VALUE (NOTE 1)
(000S)
CONVERTIBLE PREFERRED STOCKS - 0.1%
JAPAN - 0.1%
AJL participating trust exchangeable 45,000 $ 838
NONCONVERTIBLE PREFERRED STOCKS - 1.4%
GERMANY - 0.2%
Volkswagen AG 8,600 2,629
ITALY - 1.2%
Banco Ambro Veneto 100 -
SAI Sta Assicuratrice Industriale Spa 391,400 1,218
Stet (Societa Finanziaria Telefonica) Spa 3,549,500 9,460
Telecom Italia Mobile Spa de Risp 1,453,700 1,665
12,343
TOTAL NONCONVERTIBLE PREFERRED STOCKS 14,972
TOTAL PREFERRED STOCKS
(Cost $14,435) 15,810
CORPORATE BONDS - 0.3%
MOODY'S RATINGS PRINCIPAL
(UNAUDITED) AMOUNT (000S)
BERMUDA - 0.3%
MBL International Finance of Bermuda
3%, 11/30/02 (Cost $3,129) Aa2 $ 2,762 3,045
U.S. GOVERNMENT OBLIGATIONS - 0.0%
U.S. Treasury Bill, yield at date of purchase
5.13%, 3/6/97 (Cost $146) (c) 150 147
CASH EQUIVALENTS - 12.0%
MATURITY AMOUNT VALUE (NOTE 1)
(000S) (000S)
Investments in repurchase agreements
(U.S. Treasury obligations), in a joint
trading account at 5.54%, dated
10/31/96 due 11/1/96 $ 122,185 $ 122,166
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $956,453) $ 1,021,647
FUTURES CONTRACTS
AMOUNTS IN THOUSANDS EXPIRATION UNDERLYING FACE UNREALIZED
DATE AMOUNT AT VALUE GAIN/(LOSS)
PURCHASED
41 Nikkei 225 Futures Contracts Dec. 1996 $ 4,217 $ (156)
THE FACE VALUE OF FUTURES PURCHASED AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 0.4%
LEGEND
1. Non-income producing
2. Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $10,592,000 or 1.0% of net
assets.
3. A portion of the security was pledged to cover margin requirements for
futures contracts. At the period end, the value of securities pledged
amounted to $143,000.
INCOME TAX INFORMATION
At October 31, 1996, the aggregate cost of investment securities for income
tax purposes was $956,971,000. Net unrealized appreciation aggregated
$64,676,000, of which $105,762,000 related to appreciated investment
securities and $41,086,000 related to depreciated investment securities.
The fund hereby designates approximately $7,260,000 as a capital gain
dividend for the purpose of the dividend paid deduction.
For the period, interest and dividends from foreign countries were
$22,320,000. Taxes accrued or paid to foreign countries were $2,519,000.
MARKET SECTOR DIVERSIFICATION (UNAUDITED)
As a Percentage of Total Value
of Investment in Securities
Aerospace & Defense 0.2%
Basic Industries 9.9
Construction & Real Estate 3.7
Durables 14.1
Energy 8.9
Finance 14.2
Government Obligations 0.0
Health 4.4
Holding Companies 0.1
Industrial Machinery &
Equipment 4.4
Media & Leisure 2.1
Nondurables 5.2
Precious Metals 1.1
Retail & Wholesale 4.3
Services 0.7
Repurchase Agreements 12.0
Technology 5.4
Transportation 0.8
Utilities 8.5
100.0%
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNTS) OCTOBER 31, 1996

ASSETS $ 1,021,647
Investment in securities, at value (including repurchase
agreements of $122,166) (cost $956,453) -
See accompanying schedule

Cash 3

Receivable for investments sold 12,611

Dividends receivable 2,686

Interest receivable 34

Prepaid expenses 12

TOTAL ASSETS 1,036,993

LIABILITIES $ 4,340
Payable for investments purchased

Payable for fund shares redeemed 567

Accrued management fee 644

Distribution fees payable 438

Payable for daily variation on futures contracts 10

Other payables and accrued expenses 438

TOTAL LIABILITIES 6,437

NET ASSETS $ 1,030,556

Net Assets consist of: $ 906,101
Paid in capital

Undistributed net investment income 11,770

Accumulated undistributed net realized gain (loss) on 47,640
investments and foreign currency transactions

Net unrealized appreciation (depreciation) on 65,045
investments and assets and liabilities in foreign
currencies

NET ASSETS $ 1,030,556

CALCULATION OF MAXIMUM OFFERING PRICE $15.29
CLASS A:
NET ASSET VALUE and redemption price per share
($637 (divided by) 41.65 shares)

Maximum offering price per share (100/94.75 of $15.29) $16.14

CLASS B: $15.06
NET ASSET VALUE and offering price per share
($18,668 (divided by) 1,239.19 shares) A

CLASS T: $15.30
NET ASSET VALUE and redemption price per share
($995,004 (divided by) 65,043 shares)

Maximum offering price per share (100/96.50 of $15.30) $15.85

INSTITUTIONAL CLASS: $15.20
NET ASSET VALUE, offering price and redemption price per
share ($16,247 (divided by) 1,069 shares)

</TABLE>

A REDEMPTION PRICE PER SHARE IS EQUAL TO NET ASSET VALUE LESS ANY
APPLICABLE CONTINGENT DEFERRED SALES CHARGE.
STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS YEAR ENDED OCTOBER 31, 1996

INVESTMENT INCOME $ 2,765
Special dividend from Volvo AB Class B

Dividends 19,566

Interest 7,191

29,522

Less foreign taxes withheld (2,519)

TOTAL INCOME 27,003

EXPENSES $ 7,041
Management fee
Basic fee

Performance adjustment (688)

Transfer agent fees 39
Class B

Class T 2,253

Institutional Class 14

Distribution fees 119
Class B

Class T 4,750

Accounting fees and expenses 524

Non-interested trustees' compensation 4

Custodian fees and expenses 614

Registration fees 6
Class A

Class B 34

Class T 156

Institutional Class 34

Audit 61

Legal 18

Miscellaneous 67

Total expenses before reductions 15,046

Expense reductions (35) 15,011

NET INVESTMENT INCOME 11,992

REALIZED AND UNREALIZED GAIN (LOSS) 48,846
Net realized gain (loss) on:
Investment securities

Foreign currency transactions (136) 48,710

Change in net unrealized appreciation (depreciation) on:

Investment securities 25,933

Assets and liabilities in foreign currencies 12

Futures contracts (156) 25,789

NET GAIN (LOSS) 74,499

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 86,491
FROM OPERATIONS

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS YEAR ENDED YEAR ENDED
OCTOBER 31, OCTOBER 31,
1996 1995

INCREASE (DECREASE) IN NET ASSETS

Operations $ 11,992 $ 6,946
Net investment income

Net realized gain (loss) 48,710 (2,527)

Change in net unrealized appreciation (depreciation) 25,789 (5,096)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 86,491 (677)
FROM OPERATIONS

Distributions to shareholders
From net investment income

Class B (55) -

Class T (4,861) -

Institutional Class (34) -

From net realized gain

Class B (3) -

Class T (540) (812)

Institutional Class (2) -

In excess of net realized gain - (3,950)
Class T

TOTAL DISTRIBUTIONS (5,495) (4,762)

Share transactions - net increase (decrease) 203,150 98,075

TOTAL INCREASE (DECREASE) IN NET ASSETS 284,146 92,636

NET ASSETS

Beginning of period 746,410 653,774

End of period (including undistributed net investment $ 1,030,556 $ 746,410
income of $11,770 and $4,207, respectively)

</TABLE>

FINANCIAL HIGHLIGHTS - CLASS A
YEAR ENDED
OCTOBER 31,

1996 E

SELECTED PER-SHARE DATA

Net asset value, beginning of period $ 14.98

Income from Investment Operations

Net investment income .04 D

Net realized and unrealized gain (loss) .27

Total from investment operations .31

Net asset value, end of period $ 15.29

TOTAL RETURN B, C 2.07%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 637

Ratio of expenses to average net assets 1.16% A
, F

Ratio of expenses to average net assets after expense reductions 1.16% A

Ratio of net investment income to average net assets 1.74% A

Portfolio turnover 82%

Average commission rate G $ .0133

A ANNUALIZED
B TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS OF
LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C THE TOTAL RETURN WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIOD SHOWN (SEE NOTE 5 OF NOTES
TO FINANCIAL STATEMENTS).
D NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
E FOR THE PERIOD SEPTEMBER 3, 1996 (COMMENCEMENT OF SALE OF CLASS A SHARES)
TO OCTOBER 31, 1996.
F FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD HAVE
BEEN HIGHER (SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).
G FOR FISCAL YEARS BEGINNING ON OR AFTER SEPTEMBER 1, 1995, A FUND IS
REQUIRED TO DISCLOSE ITS AVERAGE COMMISSION RATE PER SHARE FOR SECURITY
TRADES ON WHICH COMMISSIONS ARE CHARGED. THIS AMOUNT MAY VARY FROM PERIOD
TO PERIOD AND FUND TO FUND DEPENDING ON THE MIX OF TRADES EXECUTED IN
VARIOUS MARKETS WHERE TRADING PRACTICES AND COMMISSION RATE STRUCTURES MAY
DIFFER.
FINANCIAL HIGHLIGHTS - CLASS B
YEARS ENDED OCTOBER 31,

1996 1995 D

<TABLE>
<CAPTION>
<S> <C> <C>
SELECTED PER-SHARE DATA

Net asset value, beginning of period $ 13.92 $ 13.89

Income from Investment Operations

Net investment income .08 E, H .01

Net realized and unrealized gain (loss) 1.26 .02

Total from investment operations 1.34 .03

Less Distributions

From net investment income (.19) -

From net realized gain (.01) -

Total distributions (.20) -

Net asset value, end of period $ 15.06 $ 13.92

TOTAL RETURN B, C 9.73% .22%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 18,668 $ 2,999

Ratio of expenses to average net assets 2.37% 1.97% A
, F

Ratio of expenses to average net assets after expense reductions 2.37% 1.97% A

Ratio of net investment income to average net assets .53% .94% A

Portfolio turnover 82% 47%

Average commission rate G $ .0133

</TABLE>

A ANNUALIZED
B TOTAL RETURNS DO NOT INCLUDE THE CONTINGENT DEFERRED SALES CHARGE AND FOR
PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
D FOR THE PERIOD JULY 3, 1995 (COMMENCEMENT OF SALE OF CLASS B SHARES) TO
OCTOBER 31, 1995.
E NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
F FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD HAVE
BEEN HIGHER.
G FOR FISCAL YEARS BEGINNING ON OR AFTER SEPTEMBER 1, 1995, A FUND IS
REQUIRED TO DISCLOSE ITS AVERAGE COMMISSION RATE PER SHARE FOR SECURITY
TRADES ON WHICH COMMISSIONS ARE CHARGED. THIS AMOUNT MAY VARY FROM PERIOD
TO PERIOD AND FUND TO FUND DEPENDING ON THE MIX OF TRADES EXECUTED IN
VARIOUS MARKETS WHERE TRADING PRACTICES AND COMMISSION RATE STRUCTURES MAY
DIFFER.
H INVESTMENT INCOME PER SHARE INCLUDES A SPECIAL DIVIDEND FROM VOLVO AB
CLASS B WHICH AMOUNTED TO $.04 PER SHARE.
FINANCIAL HIGHLIGHTS - CLASS T

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
YEARS ENDED OCTOBER 31,

1996 1995 1994 C 1993 1992

SELECTED PER-SHARE DATA

Net asset value, beginning $ 13.92 $ 14.06 $ 12.93 $ 9.07 $ 9.78
of period

Income from Investment
Operations

Net investment income .19 B, .07 .01 .03 .05
G

Net realized and unrealized 1.29 (.11) 1.14 3.93 (.62)
gain (loss)

Total from investment 1.48 (.04) 1.15 3.96 (.57)
operations

Less Distributions

From net investment income (.09) - - (.07) (.14)

From net realized gain (.01) (.02) (.02) (.03) F -

In excess of net realized gain - (.08) - - -

Total distributions (.10) (.10) (.02) (.10) (.14)

Net asset value, end of period $ 15.30 $ 13.92 $ 14.06 $ 12.93 $ 9.07

TOTAL RETURN A, H 10.69% (.25) 8.91% 44.13% (5.88)
% %

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 995,004 $ 741,928 $ 653,774 $ 221,370 $ 18,652
(000 omitted)

Ratio of expenses to average 1.61% 1.90% 2.12% 2.38% 2.64%
net assets

Ratio of expenses to average net 1.60% 1.90% 2.12% 2.38% 2.64%
assets after expense D
reductions

Ratio of net investment income 1.30% 1.01% .05% (.18) .48%
to average net assets %

Portfolio turnover 82% 47% 34% 42% 168%

Average commission rate E $ .0133

</TABLE>

A TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE.
B NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
C EFFECTIVE NOVEMBER 1, 1993, THE FUND ADOPTED STATEMENT OF POSITION 93-2,
"DETERMINATION, DISCLOSURE, AND FINANCIAL STATEMENT PRESENTATION OF INCOME,
CAPITAL GAIN, AND RETURN OF CAPITAL DISTRIBUTIONS BY INVESTMENT COMPANIES."
AS A RESULT, NET INVESTMENT INCOME PER SHARE MAY REFLECT CERTAIN
RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
D FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD PARTIES
WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS' EXPENSES (SEE NOTE 5 OF
NOTES TO FINANCIAL STATEMENTS).
E FOR FISCAL YEARS BEGINNING ON OR AFTER SEPTEMBER 1, 1995, A FUND IS
REQUIRED TO DISCLOSE ITS AVERAGE COMMISSION RATE PER SHARE FOR SECURITY
TRADES ON WHICH COMMISSIONS ARE CHARGED. THIS AMOUNT MAY VARY FROM PERIOD
TO PERIOD AND FUND TO FUND DEPENDING ON THE MIX OF TRADES EXECUTED IN
VARIOUS MARKETS WHERE TRADING PRACTICES AND COMMISSION RATE STRUCTURES MAY
DIFFER.
F INCLUDES AMOUNTS DISTRIBUTED FROM NET REALIZED GAINS ON FOREIGN CURRENCY
RELATED TRANSACTIONS TAXABLE AS ORDINARY INCOME.
G INVESTMENT INCOME PER SHARE INCLUDES A SPECIAL DIVIDEND FROM VOLVO AB
CLASS B WHICH AMOUNTED TO $.04 PER SHARE.
H THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN (SEE NOTE 5 OF NOTES TO FINANCIAL
STATEMENTS).
FINANCIAL HIGHLIGHTS - INSTITUTIONAL CLASS

<TABLE>
<CAPTION>
<S> <C> <C>
YEARS ENDED OCTOBER 31,

1996 1995 D

SELECTED PER-SHARE DATA

Net asset value, beginning of period $ 13.97 $ 13.89

Income from Investment Operations

Net investment income .21 E, I .05

Net realized and unrealized gain (loss) 1.24 .03

Total from investment operations 1.45 .08

Less Distributions

From net investment income (.21) -

From net realized gain (.01) -

Total distributions (.22) -

Net asset value, end of period $ 15.20 $ 13.97

TOTAL RETURN B, C 10.51% .58%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 16,247 $ 1,482

Ratio of expenses to average net assets 1.44% .97% A
, F

Ratio of expenses to average net assets after expense reductions 1.43% G .97% A

Ratio of net investment income to average net assets 1.46% 1.94% A

Portfolio turnover 82% 47%

Average commission rate H $ .0133

</TABLE>

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
D FOR THE PERIOD JULY 3, 1995 (COMMENCEMENT OF SALE OF INSTITUTIONAL CLASS
SHARES) TO OCTOBER 31, 1995.
E NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
F FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD HAVE
BEEN HIGHER.
G FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD PARTIES
WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS' EXPENSES (SEE NOTE 5 OF
NOTES TO FINANCIAL STATEMENTS).
H FOR FISCAL YEARS BEGINNING ON OR AFTER SEPTEMBER 1, 1995, A FUND IS
REQUIRED TO DISCLOSE ITS AVERAGE COMMISSION RATE PER SHARE FOR SECURITY
TRADES ON WHICH COMMISSIONS ARE CHARGED. THIS AMOUNT MAY VARY FROM PERIOD
TO PERIOD AND FUND TO FUND DEPENDING ON THE MIX OF TRADES EXECUTED IN
VARIOUS MARKETS WHERE TRADING PRACTICES AND COMMISSION RATE STRUCTURES MAY
DIFFER.
I INVESTMENT INCOME PER SHARE INCLUDES A SPECIAL DIVIDEND FROM VOLVO AB
CLASS B WHICH AMOUNTED TO $.04 PER SHARE.
NOTES TO FINANCIAL STATEMENTS
For the period ended October 31, 1996

1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Advisor Overseas Fund(the fund) is a fund of Fidelity Advisor
Series VII (the trust) and is authorized to issue an unlimited number of
shares. The trust is registered under the Investment Company Act of 1940,
as amended (the 1940 Act), as an open-end management investment company
organized as a Massachusetts business trust.
The fund offers Class A, Class B, Class T, and Institutional Class shares,
each of which has equal rights as to assets and voting privileges. Each
class has exclusive voting rights with respect to its distribution plan.
The fund commenced sale of a new Class A of shares on September 3, 1996. On
this date, the original Class A was renamed Class T. Investment income,
realized and unrealized capital gains and losses, the common expenses of
the fund, and certain fund-level expense reductions are allocated on a pro
rata basis to each class based on the relative net assets of each class to
the total net assets of the fund. Each class of shares differs in its
respective distribution, transfer agent, registration, and certain other
class-specific fees, expenses, and expense reductions.
The financial statements have been prepared in conformity with generally
accepted accounting principles which permit management to make certain
estimates and assumptions at the date of the financial statements. The
following summarizes the significant accounting policies of the fund:
SECURITY VALUATION. Securities for which quotations are readily available
are valued at the last sale price, or if no sale price, at the closing bid
price in the principal market in which such securities are normally traded.
Securities (including restricted securities) for which quotations are not
readily available are valued primarily using dealer-supplied valuations or
at their fair value as determined in good faith under consistently applied
procedures under the general supervision of the Board of Trustees.
Short-term securities with remaining maturities of sixty days or less for
which quotations are not readily available are valued at amortized cost or
original cost plus accrued interest, both of which approximate current
value.
FOREIGN CURRENCY TRANSLATION. The accounting records of the fund are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the prevailing rates of exchange at period end. Income receipts
and expense payments are translated into U.S. dollars at the prevailing
exchange rate on the respective dates of the transactions. Purchases and
sales of securities are translated into U.S. dollars at the contractual
currency exchange rates established at the time of each trade.
Net realized gains and losses on foreign currency transactions represent
net gains and losses from sales and maturities of forward currency
contracts, disposition of foreign currencies, and the difference between
the amount of net investment
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
FOREIGN CURRENCY TRANSLATION - CONTINUED
income accrued and the U.S. dollar amount actually received. The effects of
changes in foreign currency exchange rates on investments in securities are
included with the net realized and unrealized gain or loss on investment
securities.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes substantially all of its taxable income for
its fiscal year. The schedule of investments includes information regarding
income taxes under the caption "Income Tax Information."
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date,
except certain dividends from foreign securities where the ex-dividend date
may have passed, are recorded as soon as the fund is informed of the
ex-dividend date. Non-cash dividends included in dividend income, if any,
are recorded at the fair market value of the securities received. Interest
income, which includes accretion of original issue discount, is accrued as
earned. Investment income is recorded net of foreign taxes withheld where
recovery of such taxes is uncertain.
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned between the
funds in the trust.
PREPAID EXPENSES. FMR bears all organizational expenses except for
registering and qualifying each class and shares of each class for
distribution under federal and state securities law. These expenses are
borne by each class and amortized over one year.
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date. Income dividends are declared separately for each class,
while capital gain distributions are declared at the fund level and
allocated to each class on a pro rata basis based on the number of shares
held by each class on the ex-dividend date.
Income and capital gain distributions are determined in accordance with
income tax regulations which may differ from generally accepted accounting
principles. These differences, which may result in distribution
reclassifications, are primarily due to differing treatments for paydown
gains/losses on certain securities, futures and options transactions,
foreign currency transactions, passive foreign investment companies (PFIC),
market discount and losses deferred due to wash sales. The fund also
utilized earnings and profits distributed to shareholders on redemption of
shares as a part of the dividends paid deduction for income tax purposes.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital and may
affect the per-share allocation between net investment income and realized
and unrealized gain (loss). Undistributed net investment income and
accumulated undistributed net realized gain (loss) on investments and
foreign currency transactions may include temporary book and
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
DISTRIBUTIONS TO SHAREHOLDERS - CONTINUED
tax basis differences which will reverse in a subsequent period. Any
taxable income or gain remaining at fiscal year end is distributed in the
following year.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
2. OPERATING POLICIES.
FOREIGN CURRENCY CONTRACTS. The fund generally uses foreign currency
contracts to facilitate transactions in foreign securities. Losses may
arise from changes in the value of the foreign currency or if the
counterparties do not perform under the contracts' terms. The U.S. dollar
value of foreign currency contracts is determined using contractual
currency exchange rates established at the time of each trade. The cost of
the foreign currency contracts is included in the cost basis of the
associated investment.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, the fund, along with other affiliated
entities of Fidelity Management & Research Company (FMR), may transfer
uninvested cash balances into one or more joint trading accounts. These
balances are invested in one or more repurchase agreements that
mature in 60 days or less from the date of purchase for U.S. Treasury or
Federal Agency obligations.
REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
Securities are transferred to an account of the fund, or to the Joint
Trading Account, at a bank custodian. The securities are marked-to-market
daily and maintained at a value at least equal to the principal amount of
the repurchase agreement (including accrued interest). FMR, the fund's
investment adviser, is responsible for determining that the value of the
underlying securities remains in accordance with the market value
requirements stated above.
FUTURES CONTRACTS. The fund may use futures contracts to manage its
exposure to the stock and bond markets and to fluctuations in interest
rates and currency values. Buying futures tends to increase the fund's
exposure to the underlying instrument, while selling futures tends to
decrease the fund's exposure to the underlying instrument or hedge other
fund investments. Futures contracts involve, to varying degrees, risk of
loss in excess of the futures variation margin reflected in the Statement
of Assets and Liabilities. The underlying face amount at value of any open
futures contracts at period end, is shown in the schedule of investments
under the caption "Futures Contracts." This amount reflects each contract's
exposure to the underlying instrument at period end. Losses may arise from
changes in the value of the
2. OPERATING POLICIES - CONTINUED
FUTURES CONTRACTS - CONTINUED
underlying instruments, if there is an illiquid secondary market for the
contracts, or if the counterparties do not perform under the contracts'
terms. Futures contracts are valued at the settlement price established
each day by the board of trade or exchange on which they are traded.
3. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $836,033,000 and $654,290,000, respectively.
The market value of futures contracts opened and closed during the period
amounted to $4,373,000 and $0, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a monthly
basic fee that is calculated on the basis of a group fee rate plus a fixed
individual fund fee rate applied to the average net assets of the fund. The
group fee rate is the weighted average of a series of rates and is based on
the monthly average net assets of all the mutual funds advised by FMR. The
rates ranged from .2500% to .5200% for the period. In the event that these
rates were lower than the contractual rates in effect during the period,
FMR voluntarily implemented the above rates, as they resulted in the same
or a lower management fee. The annual individual fund fee rate is .45%. The
basic fee is subject to a performance adjustment (up to a maximum of
(plus/minus) .20% of the fund's average net assets over the performance
period) based on the investment performance of the lowest performing class
as compared to the appropriate index over a specified period of time. For
the period, the management fee was equivalent to an annual rate of .68% of
average net assets after the performance adjustment.
SUB-ADVISER FEE. FMR, on behalf of the fund, entered into sub-advisory
agreements with Fidelity Management & Research (U.K.) Inc., Fidelity
Management & Research Far East Inc. and Fidelity International Investment
Advisors (FIIA) In addition, FIIA entered into a sub-advisory agreement
with its subsidiary, Fidelity International Investment Advisors (U.K.)
Limited (FIIAL U.K.). Under the sub-advisory arrangements, FMR may receive
investment advice and research services and may grant the sub-advisers
investment management authority to buy and sell securities. FMR pays its
sub-advisers either a portion of its management fee or a fee based on costs
incurred for these services. FIIA pays FIIAL U.K. a fee based on costs
incurred for either service.
DISTRIBUTION AND SERVICE PLAN. In accordance with Rule 12b-1 of the 1940
Act, the Trustees have adopted separate distribution plans with respect to
the fund's Class A shares (Class A Plan), Class B shares (Class B Plan),
Class T shares (Class T Plan), and Institutional Class shares (collectively
referred to as "the Plans").
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
DISTRIBUTION AND SERVICE PLAN - CONTINUED
Under the Class A, Class B, and Class T Plans, the fund pays Fidelity
Distributors Corporation (FDC), an affiliate of FMR, a distribution and
service fee. This fee is based on annual rates of .25%, 1.00% (of which
.75% represents a distribution fee and .25% represents a shareholder
service fee), and .50% (.65% prior to January 1, 1996) of the average net
assets of the Class A, Class B and Class T shares, respectively. For the
period, the fund paid FDC $119,000, and $4,750,000 under the Class B and
Class T Plans, of which $22,000 and $4,560,000 were paid to securities
dealers, banks and other financial institutions for the distribution of
Class B and Class T shares, respectively, and providing shareholder support
services.
Under the Plans, FMR or FDC may use its resources to pay administrative and
promotional expenses related to the sale of the fund's Class A, Class B,
Class T, and Institutional Class shares. The Plans also authorize payments
to third parties that assist in the sale of the fund's shares or render
shareholder support services.
SALES LOAD. FDC receives a front-end sales charge of up to 5.25% and 3.50%
(4.75% prior to January 1, 1996) for selling Class A and Class T shares of
the fund, respectively, and the proceeds of a contingent deferred sales
charge levied on Class B share redemptions occurring within five years of
purchase. The Class B charge is based on declining rates which range from
4% to 1% of the lesser of the cost of shares at the initial date of
purchase or the net asset value of the redeemed shares, excluding any
reinvested dividends and capital gains.
For the period, FDC received sales charges of $12,000 and $2,313,000 on
sales of Class A and Class T shares of the fund, of which $11,000 and
$1,938,000 were paid to securities dealers, banks, and other financial
institutions. FDC also received contingent deferred sales charges of
$24,000 on Class B share redemptions from the fund. When Class B shares are
sold, FDC pays commissions from its own resources to dealers through which
the sales are made.
TRANSFER AGENT FEES. Fidelity Investments Institutional Operations Company
(FIIOC), an affiliate of FMR, is the transfer, dividend disbursing, and
shareholder servicing agent for the fund's Class A , Class B, and
Institutional Class Shares, while State Street Bank and Trust Company
(State Street) (collectively, with FIIOC, referred to as the Transfer
Agents) acts in that capacity for the fund's Class T shares. The Transfer
Agents receive account fees and asset-based fees that vary according to
account size and type of account of the shareholders of the respective
classes of the fund. With respect to the Class T shares, State Street has
delegated certain transfer, dividend disbursing, and shareholder services
to FIIOC for which FIIOC receives its allocable share of all such fees.
FIIOC pays for
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
TRANSFER AGENT FEES - CONTINUED
typesetting, printing and mailing of all shareholder reports, except proxy
statements. For the period, the transfer agent fees were equivalent to
annual rates of .20%, .32%, .25%, and .21% of the average net assets of
Class A, Class B, Class T, and Institutional Class, respectively.
ACCOUNTING FEES. Fidelity Service Co. (FSC), an affiliate of FMR, maintains
the fund's accounting records. The fee is based on the level of average net
assets for the month plus out-of-pocket expenses.
BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $185,000 for the period.
5. EXPENSE REDUCTIONS.
FMR voluntarily agreed to reimburse operating expenses (excluding interest,
taxes, brokerage commissions and extraordinary expenses) above an annual
rate of 2.00% of the average net assets for Class A. For the period the
reimbursement reduced expenses by $4,000 for Class A.
FMR also voluntarily agreed to reimburse certain transfer agent,
distribution and registration expenses for Class A. For the period, the
reimbursement reduced these expenses by $1,000.
FMR has directed certain portfolio trades to brokers who paid a portion of
the fund's expenses. For the period, the fund's expenses were reduced by
$25,000 under this arrangement.
In addition, the fund has entered into arrangements with its custodian and
transfer agent whereby interest earned on uninvested cash balances was used
to offset a portion of expenses. During the period, the fund's custodian
fees were reduced by $1,000 under the custodian arrangement, and Class T
expenses were reduced by $4,000 under the transfer agent arrangement.
6. SHARE TRANSACTIONS.
Share transactions for each class of shares were as follows:

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
AMOUNTS IN THOUSANDS SHARES DOLLARS

YEARS ENDED YEARS ENDED
OCTOBER 31, OCTOBER 31,

1996 A 1995 B 1996 A 1995 B

CLASS A 48 - $ 729 $ -
Shares sold

Shares redeemed (6) - (90) -

Net increase (decrease) 42 - $ 639 $ -

CLASS B 1,135 219 $ 16,670 $ 3,102
Shares sold

Reinvestment of distributions 4 - 54 -

Shares redeemed (115) (3) (1,701) (45)

Net increase (decrease) 1,024 216 $ 15,023 $ 3,057

CLASS T 30,743 28,552 $ 457,298 $ 388,824
Shares sold

Reinvestment of distributions 351 327 4,964 4,330

Shares redeemed (19,351) (22,093) (289,234) (299,649)

Net increase (decrease) 11,743 6,786 $ 173,028 $ 93,505

INSTITUTIONAL CLASS 1,071 108 $ 16,083 $ 1,547
Shares sold

Reinvestment of distributions 2 - 32 -

Shares redeemed (110) (2) (1,655) (34)

Net increase (decrease) 963 106 $ 14,460 $ 1,513

</TABLE>

A SHARE TRANSACTIONS FOR CLASS A ARE FOR THE PERIOD SEPTEMBER 3, 1996
(COMMENCEMENT OF SALE OF SHARES) TO OCTOBER 31, 1996.
B SHARE TRANSACTIONS FOR CLASS B AND THE INSTITUTIONAL CLASS ARE FOR THE
PERIOD JULY 3, 1995 (COMMENCEMENT OF SALE OF SHARES) TO OCTOBER 31, 1995.
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Advisor Series VII and the Shareholders of
Fidelity Advisor Overseas Fund:
In our opinion, the accompanying statement of assets and liabilities,
including the schedule of investments (except for the Moody's rating), and
the related statements of operations and of changes in net assets and the
financial highlights present fairly, in all material respects, the
financial position of Fidelity Advisor Overseas (a fund of Fidelity Advisor
Series VII) at October 31, 1996, the results of its operations for the year
then ended, and the changes in its net assets and the financial highlights
for the periods indicated in conformity with generally accepted accounting
principles. These financial statements and financial highlights (hereafter
referred to as "financial statements") are the responsibility of the
Fidelity Advisor Series VII's management; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted
our audits of these financial statements in accordance with generally
accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant
estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits, which included
confirmation of securities at October 31, 1996 by correspondence with the
custodian and brokers and the application of alternative auditing
procedures where confirmations from brokers were not received, provide a
reasonable basis for the opinion expressed above.
PRICE WATERHOUSE LLP
Boston, Massachusetts
December 12, 1996
DISTRIBUTIONS

The Board of Trustees of Fidelity Advisor Overseas voted to pay to
shareholders of record at the opening of business on record date, the
following distributions derived from capital gains realized from sales of
portfolio securities, and dividends derived from net investment income:
PAY DATE RECORD DATE DIVIDENDS CAPITAL GAINS
Class A 12/9/96 12/6/96 $.25 $.63
Class B 12/9/96 12/6/96 $.12 $.63
Class T 12/9/96 12/6/96 $.16 $.63

CUSTODIAN
Chase Manhattan Bank, N.A.
New York, NY
FOCUS FUNDS
Fidelity Advisor Consumer
Industries Fund
Fidelity Advisor Cyclical
Industries Fund
Fidelity Advisor Financial
Services Fund
Fidelity Advisor Health Care Fund
Fidelity Advisor Natural
Resources Fund
Fidelity Advisor Technology Fund
Fidelity Advisor Utilities Growth Fund
GROWTH FUNDS
Fidelity Advisor Overseas Fund
Fidelity Advisor Mid Cap Fund
Fidelity Advisor Equity Growth Fund
Fidelity Advisor Growth
Opportunities Fund
Fidelity Advisor Strategic
Opportunities Fund
Fidelity Advisor Large Cap Fund
GROWTH AND INCOME FUNDS
Fidelity Advisor Equity Income Fund
Fidelity Advisor Income & Growth Fund
TAXABLE INCOME FUNDS
Fidelity Advisor Emerging Markets Income Fund
Fidelity Advisor High Yield Fund
Fidelity Advisor Strategic Income Fund
Fidelity Advisor Government Investment Fund
Fidelity Advisor Intermediate Bond Fund
Fidelity Advisor Short Fixed-Income Fund
MUNICIPAL FUNDS
Fidelity Advisor High Income
Municipal Fund
Fidelity Advisor Municipal Bond Fund
Fidelity Advisor Intermediate Municipal Income Fund
Fidelity Advisor Short-Intermediate Municipal Income Fund
STATE MUNICIPAL FUNDS
Fidelity Advisor California Municipal Income Fund
Fidelity Advisor New York Municipal Income Fund
MONEY MARKET FUNDS
Daily Money Fund: Money Market Portfolio
Daily Money Fund: U.S. Treasury Portfolio
Daily Tax-Exempt Money Fund

(REGISTERED TRADEMARK)

(2_FIDELITY_LOGOS)FIDELITY ADVISOR
(registered trademark)

OVERSEAS
FUND - INSTITUTIONAL CLASS
ANNUAL REPORT
OCTOBER 31, 1996
CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on investing
strategies.

PERFORMANCE 4 How the fund has done over time.

FUND TALK 6 The manager's review of fund
performance, strategy and outlook.

INVESTMENT CHANGES 9 A summary of major shifts in the
fund's investments over the past six
months.

INVESTMENTS 10 A complete list of the fund's
investments with their market
values.

FINANCIAL STATEMENTS 21 Statements of assets and liabilities,
operations, and changes in net
assets,
as well as financial highlights.

NOTES 28 Notes to the financial statements.

REPORT OF INDEPENDENT 35 The auditors' opinion.
ACCOUNTANTS

DISTRIBUTIONS 36

There are several ways to evaluate historical performance. You can look at
the total percentage change in value, the average annual percentage change,
or the growth of a hypothetical $10,000 investment. A class' total return
includes changes in share price, plus reinvestment of any dividends (or
income) and capital gains (the profits the fund earns when it sells
securities that have grown in value). The initial offering of Institutional
Class shares took place on July 3, 1995. Institutional Class shares are
sold to eligible investors without a sales load or 12b-1 fee. Returns prior
to July 3, 1995 are those of Class T, the original class of the fund, and
reflect Class T's prior 0.65% 12b-1 fee. If Fidelity had not reimbursed
certain class expenses, the past five years and life of fund total returns
would have been lower.
CUMULATIVE TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1996 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

Advisor Overseas - Institutional Class 10.51% 63.43% 61.15%

Morgan Stanley EAFE Index 10.47% 44.54% 51.73%

International Funds Average 10.73% 57.53% n/a

CUMULATIVE TOTAL RETURNS show Institutional Class performance in percentage
terms over a set period - in this case, one year, five years or since the
fund started on April 23, 1990. For example, if you invested $1,000 in a
fund that had a 5% return over the past year, the value of your investment
would be $1,050. You can compare Institutional Class' returns to the
performance of the Morgan Stanley Capital International Europe,
Australasia, Far East Index (Morgan Stanley EAFE Index) a market
capitalization weighted, unmanaged index of over 1,000 foreign stocks. To
measure how Institutional Class' performance stacked up against its peers,
you can compare it to the international funds average, which reflects the
performance of 324 mutual funds with similar objectives tracked by Lipper
Analytical Services, Inc. over the past 12 months. Both benchmarks include
reinvested dividends and capital gains, if any.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1996 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

Advisor Overseas - Institutional Class 10.51% 10.32% 7.58%

Morgan Stanley EAFE Index 10.47% 7.65% 6.59%

International Funds Average 10.73% 9.36% n/a

AVERAGE ANNUAL TOTAL RETURNS take Institutional Class' actual (or
cumulative) return and show you what would have happened if Institutional
Class had performed at a constant rate each year.
$10,000 OVER LIFE OF FUND
IMAHDR PRASUN SHR__CHT 19961031 19961114 142728 S00000000000001
FA Overseas -CL I MS EAFE Index
00655 MS001
1990/04/23 10000.00 10000.00
1990/04/30 9890.00 9758.32
1990/05/31 10320.00 10871.75
1990/06/30 10840.00 10776.00
1990/07/31 11480.00 10927.78
1990/08/31 10110.00 9866.60
1990/09/30 9250.00 8491.55
1990/10/31 9550.00 9814.69
1990/11/30 9560.00 9235.74
1990/12/31 9467.28 9385.36
1991/01/31 9699.18 9688.93
1991/02/28 10132.72 10727.57
1991/03/31 9568.11 10083.57
1991/04/30 9558.02 10182.59
1991/05/31 9568.11 10288.84
1991/06/30 8852.26 9532.81
1991/07/31 9356.38 10001.17
1991/08/31 9497.53 9798.07
1991/09/30 9991.56 10350.28
1991/10/31 9860.49 10497.00
1991/11/30 9608.44 10006.96
1991/12/31 10109.05 10523.75
1992/01/31 10139.74 10298.96
1992/02/29 10375.08 9930.34
1992/03/31 10057.89 9274.77
1992/04/30 10579.71 9318.86
1992/05/31 11009.45 9942.63
1992/06/30 10835.51 9471.02
1992/07/31 10416.00 9228.63
1992/08/31 10129.51 9807.46
1992/09/30 9976.03 9613.79
1992/10/31 9280.27 9109.50
1992/11/30 9157.49 9195.22
1992/12/31 9620.40 9242.78
1993/01/31 10106.59 9241.65
1993/02/28 10323.83 9520.81
1993/03/31 10954.84 10350.70
1993/04/30 11803.09 11333.00
1993/05/31 12113.43 11572.36
1993/06/30 11782.40 11391.80
1993/07/31 12361.70 11790.57
1993/08/31 13178.91 12427.06
1993/09/30 13044.43 12147.34
1993/10/31 13375.46 12521.69
1993/11/30 12858.23 11427.16
1993/12/31 13645.20 12252.29
1994/01/31 14546.59 13288.16
1994/02/28 14349.73 13251.36
1994/03/31 13987.11 12680.60
1994/04/30 14588.03 13218.63
1994/05/31 14318.65 13142.74
1994/06/30 14204.68 13328.47
1994/07/31 14567.31 13456.65
1994/08/31 14702.00 13775.24
1994/09/30 14246.13 13341.38
1994/10/31 14567.31 13785.64
1994/11/30 13997.47 13123.10
1994/12/31 13915.13 13205.28
1995/01/31 13340.98 12697.99
1995/02/28 13372.30 12661.55
1995/03/31 13789.86 13451.26
1995/04/30 14196.98 13957.15
1995/05/31 14353.56 13790.77
1995/06/30 14457.95 13548.93
1995/07/31 15094.73 14392.43
1995/08/31 14677.17 13843.41
1995/09/30 14865.07 14113.77
1995/10/31 14583.22 13734.39
1995/11/30 14729.37 14116.54
1995/12/31 15182.32 14685.30
1996/01/31 15447.38 14745.58
1996/02/29 15479.18 14795.43
1996/03/31 15691.23 15109.63
1996/04/30 16115.31 15548.91
1996/05/31 16094.11 15262.79
1996/06/30 16200.13 15348.69
1996/07/31 15723.03 14900.09
1996/08/31 15829.05 14932.73
1996/09/30 16284.95 15329.43
1996/10/31 16115.31 15172.57
IMATRL PRASUN SHR__CHT 19961031 19961114 142731 R00000000000082

$10,000 OVER LIFE OF FUND: Let's say hypothetically that $10,000 was
invested in Fidelity Advisor Overseas Fund - Institutional Class on April
23, 1990, when the fund started. As the chart shows, by October 31, 1996,
the value of the investment would have grown to $16,115 - a 61.15% increase
on the initial investment. For comparison, look at how the Morgan Stanley
EAFE Index did over the same period. With dividends reinvested, the same
$10,000 investment would have grown to $15,173 - a 51.73% increase.
UNDERSTANDING
PERFORMANCE
Many markets around the globe
offer the potential for significant
growth over time; however,
investing in foreign markets
means assuming greater risks
than investing in the United
States. Factors like changes in
a country's financial markets,
its local political and economic
climate, and the fluctuating
value of its currency create
these risks. For these reasons
an international fund's
performance may be more
volatile than a fund that invests
exclusively in the United
States. Past performance is no
guarantee of future results and
you may have a gain or loss
when you sell your shares.
(checkmark)
FUND TALK: THE MANAGER'S OVERVIEW

TOP FIVE STOCKS AS OF OCTOBER 31, 1996
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE STOCKS
6 MONTHS AGO

Veba AG Ord. 3.1 0.5
(Germany, Electric Utility)

Volvo AB Class B 2.8 1.5
(Sweden, Autos, Tires, &
Accessories)

Total SA Class B 2.2 0.9
(France, Oil & Gas)

Honda Motor Co. Ltd. 2.0 0.9
(Japan, Autos, Tires, & Accessories)

Alcatel Alsthom CGE 1.6 1.3
(France, Industrial Machinery)

TOP FIVE MARKET SECTORS AS OF OCTOBER 31, 1996
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE MARKET
SECTORS
6 MONTHS AGO

Finance 14.2 18.2

Durables 14.1 10.4

Basic Industries 9.9 5.3

Energy 8.9 4.5

Utilities 8.5 7.4

TOP FIVE COUNTRIES AS OF OCTOBER 31, 1996
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
IN THESE COUNTRIES
6 MONTHS AGO

Japan 23.3 23.0

United Kingdom 11.9 11.7

France 9.3 6.2

Sweden 6.6 4.3

Germany 6.4 4.1

Showing Percentage of Total Value of Investment in Securities

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNTS) OCTOBER 31, 1996

ASSETS $ 1,021,647
Investment in securities, at value (including repurchase
agreements of $122,166) (cost $956,453) -
See accompanying schedule

Cash 3

Receivable for investments sold 12,611

Dividends receivable 2,686

Interest receivable 34

Prepaid expenses 12

TOTAL ASSETS 1,036,993

LIABILITIES $ 4,340
Payable for investments purchased

Payable for fund shares redeemed 567

Accrued management fee 644

Distribution fees payable 438

Payable for daily variation on futures contracts 10

Other payables and accrued expenses 438

TOTAL LIABILITIES 6,437

NET ASSETS $ 1,030,556

Net Assets consist of: $ 906,101
Paid in capital

Undistributed net investment income 11,770

Accumulated undistributed net realized gain (loss) on 47,640
investments and foreign currency transactions

Net unrealized appreciation (depreciation) on 65,045
investments and assets and liabilities in foreign
currencies

NET ASSETS $ 1,030,556

CALCULATION OF MAXIMUM OFFERING PRICE $15.29
CLASS A:
NET ASSET VALUE and redemption price per share
($637 (divided by) 41.65 shares)

Maximum offering price per share (100/94.75 of $15.29) $16.14

CLASS B: $15.06
NET ASSET VALUE and offering price per share
($18,668 (divided by) 1,239.19 shares) A

CLASS T: $15.30
NET ASSET VALUE and redemption price per share
($995,004 (divided by) 65,043 shares)

Maximum offering price per share (100/96.50 of $15.30) $15.85

INSTITUTIONAL CLASS: $15.20
NET ASSET VALUE, offering price and redemption price per
share ($16,247 (divided by) 1,069 shares)

</TABLE>

A REDEMPTION PRICE PER SHARE IS EQUAL TO NET ASSET VALUE LESS ANY
APPLICABLE CONTINGENT DEFERRED SALES CHARGE.
STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS YEAR ENDED OCTOBER 31, 1996

INVESTMENT INCOME $ 2,765
Special dividend from Volvo AB Class B

Dividends 19,566

Interest 7,191

29,522

Less foreign taxes withheld (2,519)

TOTAL INCOME 27,003

EXPENSES $ 7,041
Management fee
Basic fee

Performance adjustment (688)

Transfer agent fees 39
Class B

Class T 2,253

Institutional Class 14

Distribution fees 119
Class B

Class T 4,750

Accounting fees and expenses 524

Non-interested trustees' compensation 4

Custodian fees and expenses 614

Registration fees 6
Class A

Class B 34

Class T 156

Institutional Class 34

Audit 61

Legal 18

Miscellaneous 67

Total expenses before reductions 15,046

Expense reductions (35) 15,011

NET INVESTMENT INCOME 11,992

REALIZED AND UNREALIZED GAIN (LOSS) 48,846
Net realized gain (loss) on:
Investment securities

Foreign currency transactions (136) 48,710

Change in net unrealized appreciation (depreciation) on:

Investment securities 25,933

Assets and liabilities in foreign currencies 12

Futures contracts (156) 25,789

NET GAIN (LOSS) 74,499

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 86,491
FROM OPERATIONS

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS YEAR ENDED YEAR ENDED
OCTOBER 31, OCTOBER 31,
1996 1995

INCREASE (DECREASE) IN NET ASSETS

Operations $ 11,992 $ 6,946
Net investment income

Net realized gain (loss) 48,710 (2,527)

Change in net unrealized appreciation (depreciation) 25,789 (5,096)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 86,491 (677)
FROM OPERATIONS

Distributions to shareholders
From net investment income

Class B (55) -

Class T (4,861) -

Institutional Class (34) -

From net realized gain

Class B (3) -

Class T (540) (812)

Institutional Class (2) -

In excess of net realized gain - (3,950)
Class T

TOTAL DISTRIBUTIONS (5,495) (4,762)

Share transactions - net increase (decrease) 203,150 98,075

TOTAL INCREASE (DECREASE) IN NET ASSETS 284,146 92,636

NET ASSETS

Beginning of period 746,410 653,774

End of period (including undistributed net investment $ 1,030,556 $ 746,410
income of $11,770 and $4,207, respectively)

</TABLE>

FINANCIAL HIGHLIGHTS - CLASS A
YEAR ENDED
OCTOBER 31,

1996 E

SELECTED PER-SHARE DATA

Net asset value, beginning of period $ 14.98

Income from Investment Operations

Net investment income .04 D

Net realized and unrealized gain (loss) .27

Total from investment operations .31

Net asset value, end of period $ 15.29

TOTAL RETURN B, C 2.07%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 637

Ratio of expenses to average net assets 1.16% A
, F

Ratio of expenses to average net assets after expense reductions 1.16% A

Ratio of net investment income to average net assets 1.74% A

Portfolio turnover 82%

Average commission rate G $ .0133

1996 1995 D

<TABLE>
<CAPTION>
<S> <C> <C>
SELECTED PER-SHARE DATA

Net asset value, beginning of period $ 13.92 $ 13.89

Income from Investment Operations

Net investment income .08 E, H .01

Net realized and unrealized gain (loss) 1.26 .02

Total from investment operations 1.34 .03

Less Distributions

From net investment income (.19) -

From net realized gain (.01) -

Total distributions (.20) -

Net asset value, end of period $ 15.06 $ 13.92

TOTAL RETURN B, C 9.73% .22%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 18,668 $ 2,999

Ratio of expenses to average net assets 2.37% 1.97% A
, F

Ratio of expenses to average net assets after expense reductions 2.37% 1.97% A

Ratio of net investment income to average net assets .53% .94% A

Portfolio turnover 82% 47%

Average commission rate G $ .0133

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
YEARS ENDED OCTOBER 31,

1996 1995 1994 C 1993 1992

SELECTED PER-SHARE DATA

Net asset value, beginning $ 13.92 $ 14.06 $ 12.93 $ 9.07 $ 9.78
of period

Income from Investment
Operations

Net investment income .19 B, .07 .01 .03 .05
G

Net realized and unrealized 1.29 (.11) 1.14 3.93 (.62)
gain (loss)

Total from investment 1.48 (.04) 1.15 3.96 (.57)
operations

Less Distributions

From net investment income (.09) - - (.07) (.14)

From net realized gain (.01) (.02) (.02) (.03) F -

In excess of net realized gain - (.08) - - -

Total distributions (.10) (.10) (.02) (.10) (.14)

Net asset value, end of period $ 15.30 $ 13.92 $ 14.06 $ 12.93 $ 9.07

TOTAL RETURN A, H 10.69% (.25) 8.91% 44.13% (5.88)
% %

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 995,004 $ 741,928 $ 653,774 $ 221,370 $ 18,652
(000 omitted)

Ratio of expenses to average 1.61% 1.90% 2.12% 2.38% 2.64%
net assets

Ratio of expenses to average net 1.60% 1.90% 2.12% 2.38% 2.64%
assets after expense D
reductions

Ratio of net investment income 1.30% 1.01% .05% (.18) .48%
to average net assets %

Portfolio turnover 82% 47% 34% 42% 168%

Average commission rate E $ .0133

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
YEARS ENDED OCTOBER 31,

1996 1995 D

SELECTED PER-SHARE DATA

Net asset value, beginning of period $ 13.97 $ 13.89

Income from Investment Operations

Net investment income .21 E, I .05

Net realized and unrealized gain (loss) 1.24 .03

Total from investment operations 1.45 .08

Less Distributions

From net investment income (.21) -

From net realized gain (.01) -

Total distributions (.22) -

Net asset value, end of period $ 15.20 $ 13.97

TOTAL RETURN B, C 10.51% .58%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 16,247 $ 1,482

Ratio of expenses to average net assets 1.44% .97% A
, F

Ratio of expenses to average net assets after expense reductions 1.43% G .97% A

Ratio of net investment income to average net assets 1.46% 1.94% A

Portfolio turnover 82% 47%

Average commission rate H $ .0133

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
AMOUNTS IN THOUSANDS SHARES DOLLARS

YEARS ENDED YEARS ENDED
OCTOBER 31, OCTOBER 31,

1996 A 1995 B 1996 A 1995 B

CLASS A 48 - $ 729 $ -
Shares sold

Shares redeemed (6) - (90) -

Net increase (decrease) 42 - $ 639 $ -

CLASS B 1,135 219 $ 16,670 $ 3,102
Shares sold

Reinvestment of distributions 4 - 54 -

Shares redeemed (115) (3) (1,701) (45)

Net increase (decrease) 1,024 216 $ 15,023 $ 3,057

CLASS T 30,743 28,552 $ 457,298 $ 388,824
Shares sold

Reinvestment of distributions 351 327 4,964 4,330

Shares redeemed (19,351) (22,093) (289,234) (299,649)

Net increase (decrease) 11,743 6,786 $ 173,028 $ 93,505

INSTITUTIONAL CLASS 1,071 108 $ 16,083 $ 1,547
Shares sold

Reinvestment of distributions 2 - 32 -

Shares redeemed (110) (2) (1,655) (34)

Net increase (decrease) 963 106 $ 14,460 $ 1,513

</TABLE>

INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA
INVESTMENT SUB-ADVISERS
Fidelity Management & Research (U.K.) Inc., London, England
Fidelity Management & Research
(Far East) Inc., Tokyo, Japan
Fidelity International Investment Advisors
Fidelity International Investment Advisors (U.K.) Limited
OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
William J. Hayes, Vice President
Richard Mace, Jr., Vice President
Arthur S. Loring, Secretary
Kenneth A. Rathgeber, Treasurer
Robert H. Morrison, Manager,
Security Transactions
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
BOARD OF TRUSTEES
J. Gary Burkhead
Ralph F. Cox *
Phyllis Burke Davis *
Richard J. Flynn *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
Edward H. Malone *
Marvin L. Mann *
Gerald C. McDonough *
Thomas R. Williams *
ADVISORY BOARD
William O. McCoy
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Investments Institutional Operations Company
Boston, MA
CUSTODIAN
Chase Manhattan Bank, N.A.
New York, NY
FOCUS FUNDS
Fidelity Advisor Consumer
Industries Fund
Fidelity Advisor Cyclical
Industries Fund
Fidelity Advisor Financial
Services Fund
Fidelity Advisor Health Care Fund
Fidelity Advisor Natural
Resources Fund
Fidelity Advisor Technology Fund
Fidelity Advisor Utilities Growth Fund
GROWTH FUNDS
Fidelity Advisor Overseas Fund
Fidelity Advisor Mid Cap Fund
Fidelity Advisor Equity Growth Fund
Fidelity Advisor Growth
Opportunities Fund
Fidelity Advisor Strategic
Opportunities Fund
Fidelity Advisor Large Cap Fund
GROWTH AND INCOME FUNDS
Fidelity Advisor Equity Income Fund
Fidelity Advisor Income & Growth Fund
TAXABLE INCOME FUNDS
Fidelity Advisor Emerging Markets Income Fund
Fidelity Advisor High Yield Fund
Fidelity Advisor Strategic Income Fund
Fidelity Advisor Government Investment Fund
Fidelity Advisor Intermediate Bond Fund
Fidelity Advisor Short Fixed-Income Fund
MUNICIPAL FUNDS
Fidelity Advisor High Income
Municipal Fund
Fidelity Advisor Municipal Bond Fund
Fidelity Advisor Intermediate Municipal Income Fund
Fidelity Advisor Short-Intermediate Municipal Income Fund
STATE MUNICIPAL FUNDS
Fidelity Advisor California Municipal Income Fund
Fidelity Advisor New York Municipal Income Fund
MONEY MARKET FUNDS
Daily Money Fund: Money Market Portfolio
Daily Money Fund: U.S. Treasury Portfolio
Daily Tax-Exempt Money Fund

(REGISTERED TRADEMARK)