FIDELITY FIXED INCOME TRUST, N14EL24, 1996-01-31

FIDELITY FIXED INCOME TRUST
N14EL24, 1996-01-31

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As filed with the Securities and Exchange Commission
on January 31, 1996
Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT

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UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No. [ ]

Post-Effective Amendment No. [ ]

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Fidelity Fixed-Income Trust
(Exact Name of Registrant as Specified in Charter)
82 Devonshire St., Boston, MA 02109
(Address Of Principal Executive Offices)
Registrant's Telephone Number (617) 563-7000
Arthur S. Loring, Secretary
82 Devonshire Street
Boston, MA 02109
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: As soon as practicable after
the Registration Statement becomes effective under the Securities Act of
1933.

The Registrant has registered an indefinite amount of securities under the
Securities Act of 1933 pursuant to Section 24(f) under the Investment
Company Act of 1940; accordingly, no fee is payable herewith because of
reliance upon Rule 24f-2. A Rule 24f-2 Notice for the Registrant's most
recent fiscal year ended April 30, 1995 was filed with the Commission on
June 19, 1995. Pursuant to Rule 429, this Registration Statement relates to
shares previously registered on Form N-1A.
It is proposed that this filing will become effective on March 1, 1996,
pursuant to Rule 488.

SPARTAN(registered trademark) GOVERNMENT INCOME FUND
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement contains the following papers and documents:

Facing Page
Contents of Registration Statement
Cross Reference Sheet
Letter to Shareholders
Form of Proxy Card
Notice of Special Meeting
Part A - Prospectus/Proxy Statement
Part B- Statement of Additional Information
Part C - Other Information
Signature Pages
Exhibits
FIDELITY FIXED-INCOME TRUST:
SPARTAN(registered trademark) GOVERNMENT INCOME FUND
FORM N-14 CROSS REFERENCE SHEET
PART A

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Item Number and Caption Prospectus/Proxy Statement Caption

1. Beginning of Registration Statement and Out- Cover Page
side Front Cover Page of Prospectus

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2. Beginning and Outside Back Cover Page of Pro- Table of Contents
spectus

3. Fee Table, Synopsis Information and Risk Synopsis; Comparative Fee Tables; Comparison of
Factors Principal Risk Factors; The Proposed Transaction

4. Information About the Transaction Synopsis; The Proposed Transaction; Exhibit I

5. Information About the Registrant Synopsis; Comparison of Principal Risk Factors;
Miscellaneous; Additional Information About
Spartan Government Income Fund; Prospectus of
Spartan Government Income Fund

6. Information About the Company Being Acquired Cover Page; Miscellaneous

7. Voting Information Voting Information

8. Interest of Certain Persons and Experts Not Applicable

9. Additional Information Required for Reoffering Not Applicable
by Persons Deemed to be
Underwriters

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PART B
Item Number and Caption Statement of Additional Information Caption

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10. Cover Page Cover Page

11. Table of Contents Table of Contents

12. Additional Information About the Registrant Prospectus and Statement of Additional
Information of Spartan Government Income
Fund

13. Additional Information About the Company Be- Not applicable
ing Acquired

14. Financial Statements Annual Report of Spartan Long-Term
Government Bond Fund for the Fiscal Year
Ended January 31, 1995; Annual Report of
Spartan Government Income Fund for the
Fiscal Year Ended April 30, 1995.
Semiannual Report of Spartan Long-Term
Government Bond Fund for the Fiscal Period
Ended July 31, 1995; Semiannual Report of
Spartan Government Income Fund for the
Fiscal Period Ended October 31, 1995.
Pro-Forma Financial Statements for the Year
Ended October 31, 1995.

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PART C Information required to be included in Part
C is set forth under the appropriate item so numbered, in Part
C of this Registration Statement
SPARTAN(registered trademark) LONG-TERM GOVERNMENT BOND FUND
Dear Shareholder:
I am writing to let you know about an important proposal to merge Spartan
Long-Term Government Bond Fund with another Spartan government bond fund,
and to ask you to send in your vote. A Special Meeting of shareholders
will be held in May, and the votes submitted in time to be counted at the
meeting will decide whether the merger takes place. This package contains
information about the proposal and includes all the materials you will need
to vote by mail.
Please take the time to read the enclosed materials and cast your vote on
the yellow proxy card. PLEASE VOTE PROMPTLY. IT IS EXTREMELY IMPORTANT,
NO MATTER HOW MANY SHARES YOU OWN.
HERE IS A BRIEF SUMMARY OF THE PROPOSAL.
The Trustees of Spartan Long-Term Government Bond Fund are recommending
that the fund merge with Spartan Government Income Fund, a larger bond fund
also managed by Fidelity Management & Research Company. If shareholders
vote to approve the merger, Spartan Long-Term Government Bond Fund will
cease to exist and you will become a shareholder of Spartan Government
Income Fund instead.
Both funds currently have the same portfolio manager, but have different
investment policies and goals. Spartan Government Income Fund invests in a
broad cross-section of the government bond market, including short,
intermediate, and long-term securities. Long-Term Government has invested
almost exclusively in long-term bonds. As a result, Government Income has
tended to have less volatile performance than Spartan Long-Term Government
Bond Fund, rising less in up markets and falling less in down markets.
Overall, it follows a more moderate investment style.
If the merger is approved, shareholders of the merged fund will enjoy lower
operating expenses for a period of two years. Fidelity has agreed to
reduce its management fee from .65% to .60% for this period if the merger
is approved. If shareholders vote against the merger, the funds will
remain separate and expenses will not be reduced.
The Trustees, most of whom are not affiliated with Fidelity, are
responsible for protecting your interests as a shareholder. The Trustees
believe that the merger is in shareholders' best interests, and recommend
that you vote for the proposal. But the final decision is up to you.
VOTING BY MAIL IS QUICK AND EASY. EVERYTHING YOU NEED IS ENCLOSED.
We encourage you to exercise your right as a shareholder and to vote
promptly. To cast your vote, simply complete the yellow proxy card
enclosed in this package. Be sure to sign the card before mailing it in
the postage-paid envelope provided.
If you have any questions before you vote, please call us at
1-800-544-6666. We'll be glad to help you get your vote in quickly. Thank
you for your participation in this important initiative for your fund.
Sincerely,
Edward C. Johnson 3d
President
[LTG- PXL -396]
Vote this proxy card TODAY! Your prompt response will
save the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
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FIDELITY DEVONSHIRE STREET TRUST: SPARTAN(registered trademark) LONG-TERM
GOVERNMENT BOND FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring, and Richard J. Flynn, or any one or more of
them, attorneys, with full power of substitution, to vote all shares of
Fidelity Devonshire Street Trust: Spartan Long-Term Government Bond Fund,
which the undersigned is entitled to vote at the Special Meeting of
Shareholders of the fund to be held at the office of the trust at 82
Devonshire St., Boston, MA 02109, on Tuesday, May 7, 1996 at 11:00 a.m.
Eastern time and at any adjournments thereof. All powers may be exercised
by a majority of said proxy holders or substitutes voting or acting or, if
only one votes and acts, then by that one. This Proxy shall be voted on
the proposals described in the Proxy Statement as specified on the reverse
side. Receipt of the Notice of the Meeting and the accompanying Proxy
Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When signing
in a fiduciary capacity, such as executor, administrator, trustee,
attorney, guardian, etc., please so indicate. Corporate and partnership
proxies should be signed by an authorized person indicating the person's
title.
Date _____________, 1996
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
[cusip # 316128206/fund# 459]

Please refer to the Proxy Statement discussion of this matter.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSAL.
As to any other matter, said attorneys shall vote in accordance with their
best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING:
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__________________________________________________________________________
___________________

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1. To approve an Agreement and Plan of Reorganization FOR [ ] AGAINST [ ] ABSTAIN [ ] 1.
between Spartan Long-Term Government Bond Fund
and Spartan Government Income Fund.

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[LTG-PXC-396] [cusip # 316128206/fund# 459]

SPARTAN(registered trademark) LONG-TERM GOVERNMENT BOND FUND
A FUND OF
FIDELITY DEVONSHIRE TRUST

82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109
1-800-544-8888
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To the Shareholders of Spartan Long-Term Government Bond Fund:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
Meeting) of Spartan Long-Term Government Bond Fund (the Fund), will be held
at the office of the Fidelity Devonshire Trust, 82 Devonshire Street,
Boston, Massachusetts 02109 on Tuesday, May 7, 1996, at 11:00 a.m. Eastern
time. The purpose of the Meeting is to consider and act upon the following
proposal, and to transact such other business as may properly come before
the Meeting or any adjournments thereof.
(1) To approve an Agreement and Plan of Reorganization (the Agreement)
between the Fund and Spartan Government Income Fund. The Agreement
provides for the transfer of all of the assets of the Fund to Spartan
Government Income Fund in exchange solely for shares of beneficial interest
of Spartan Government Income Fund and the assumption by Spartan Government
Income Fund of the Fund's liabilities, followed by the distribution of
Spartan Government Income Fund shares in liquidation of the Fund.
The Board of Trustees has fixed the close of business on March 11, 1996 as
the record date for the determination of shareholders of the Fund entitled
to notice of, and to vote at, such Meeting and any adjournments thereof.
By order of the Board of Trustees,
ARTHUR S. LORING, Secretary
March 11, 1996
YOUR VOTE IS IMPORTANT -
PLEASE RETURN YOUR PROXY CARD PROMPTLY.
SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. ANY SHAREHOLDER
WHO DOES NOT EXPECT TO ATTEND THE MEETING IS URGED TO INDICATE VOTING
INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE AND SIGN IT, AND RETURN IT IN
THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED
STATES. IN ORDER TO AVOID UNNECESSARY EXPENSE, WE ASK YOUR COOPERATION IN
MAILING YOUR PROXY CARD PROMPTLY, NO MATTER HOW LARGE OR SMALL YOUR
HOLDINGS MAY BE.
INSTRUCTIONS FOR EXECUTING PROXY CARD
The following general rules for executing proxy cards may be of assistance
to you and help you avoid the time involved in validating your vote if you
fail to execute your proxy card properly.
1. INDIVIDUAL ACCOUNTS: Your name should be signed exactly as it appears
in the registration on the proxy card.
2. JOINT ACCOUNTS: Either party may sign, but the name of the party
signing should conform exactly to a name shown in the registration.
3. ALL OTHER ACCOUNTS should show the capacity of the individual signing.
This can be shown either in the form of the account registration itself or
by the individual executing the proxy card. For example:
REGISTRATION VALID
SIGNATURE

A. 1) ABC Corp. John Smith,
Treasurer

2) ABC Corp. John Smith,
Treasurer

c/o John Smith, Treasurer

B. 1) ABC Corp. Profit Sharing Plan Ann B. Collins,
Trustee

2) ABC Trust Ann B. Collins,
Trustee

3) Ann B. Collins, Trustee Ann B. Collins,
Trustee

u/t/d 12/28/78

C. 1) Anthony B. Craft, Cust. Anthony B. Craft

f/b/o Anthony B. Craft, Jr.

UGMA

SPARTAN(registered trademark) LONG-TERM GOVERNMENT BOND FUND
A FUND OF FIDELITY DEVONSHIRE STREET TRUST

82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109
1-800-544-8888
PROXY STATEMENT AND PROSPECTUS
MARCH 11, 1996
This Proxy Statement and Prospectus (Proxy Statement) is being furnished
to shareholders of Spartan Long-Term Government Bond Fund (Long-Term
Government), a fund of Fidelity Devonshire Trust (the trust), in connection
with the solicitation of proxies by the trust's Board of Trustees for use
at the Special Meeting of Shareholders of the Fund and at any adjournments
thereof (the Meeting). The Meeting will be held on Tuesday, May 7, 1996, at
11:00 a.m. Eastern time at 82 Devonshire Street, Boston, Massachusetts
02109, the principal executive office of the trust.
As more fully described in the Proxy Statement, the purpose of the Meeting
is to vote on a proposed reorganization (the Reorganization). Pursuant to
an Agreement and Plan of Reorganization (the Agreement), Long-Term
Government would transfer all of its assets to Spartan Government Income
Fund (Government Income), a fund of Fidelity Fixed-Income Trust, in
exchange solely for shares of beneficial interest of Government Income and
the assumption by Government Income of Long-Term Government's liabilities.
The number of shares to be issued in the proposed Reorganization will be
based upon the relative net asset values of the funds at the time of the
exchange. As provided in the Agreement, Long-Term Government will
distribute shares of Government Income to its shareholders so that each
shareholder receives the number of full and fractional shares of Government
Income equal in value to the aggregate net asset value of the shares of
Long-Term Government held by such shareholder on May 31, 1996, or such
other date as the parties may agree (the Closing Date). Following the
distribution, Long-Term Government will have neither assets, liabilities,
nor shareholders, and it is expected that the trust's Board of Trustees
will liquidate Long-Term Government as soon as practical.
Government Income, a government bond fund, is a diversified fund of
Fidelity Fixed-Income Trust, an open-end management investment company
organized as a Massachusetts business trust on September 5, 1984.
Government Income's investment objective is to seek a high level of current
income. Government Income seeks to achieve its investment objective by
investing principally in U.S. government securities (securities issued or
guaranteed by the U.S. government or its agencies or instrumentalities) of
any maturity.
This Proxy Statement is accompanied by the Prospectus of Government Income
(dated June 24, 1995), which is incorporated herein by reference and should
be retained for future reference. These documents set forth concisely the
information about the Reorganization, Long-Term Government and Government
Income that a shareholder should know before voting on the proposed
Reorganization. A Prospectus and Statement of Additional Information for
Long-Term Government, both dated March 22, 1995, and a Statement of
Additional Information dated June 24, 1995 for Government Income have been
filed with the Securities and Exchange Commission and are incorporated
herein by reference. Copies of these documents may be obtained without
charge by contacting Fidelity Distributors Corporation at 82 Devonshire
Street, Boston, Massachusetts 02109 or by calling 1-800-544-8888.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT AND
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

TABLE OF CONTENTS
VOTING INFORMATION
SYNOPSIS
COMPARISON OF PRINCIPAL RISK FACTORS
THE PROPOSED TRANSACTION
ADDITIONAL INFORMATION ABOUT SPARTAN(registered trademark) GOVERNMENT
INCOME FUND
MISCELLANEOUS
EXHIBIT 1. AGREEMENT AND PLAN OF REORGANIZATION
SPARTAN(registered trademark) LONG-TERM GOVERNMENT BOND FUND
(A FUND OF FIDELITY DEVONSHIRE STREET TRUST)

82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109

PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS OF
FIDELITY DEVONSHIRE STREET TRUST: SPARTAN(registered trademark) LONG-TERM
GOVERNMENT BOND FUND
TO BE HELD ON
MAY 7, 1996
_________________________________
VOTING INFORMATION
This Proxy Statement and Prospectus (Proxy Statement) is furnished in
connection with a solicitation of proxies made by, and on behalf of, the
Board of Trustees of Fidelity Devonshire Trust (the trust) to be used at
the Special Meeting of Shareholders of Spartan Long-Term Government Bond
Fund (Long-Term Government) and at any adjournments thereof (the Meeting),
to be held on Tuesday, May 7, 1996 at 11:00 a.m. Eastern time at 82
Devonshire Street, Boston, Massachusetts 02109, the principal executive
office of the trust and Fidelity Management & Research Company (FMR),
Long-Term Government's investment adviser. The purpose of the Meeting is
set forth in the accompanying Notice. The solicitation is made primarily by
the mailing of this Proxy Statement and the accompanying proxy card on or
about March 11, 1996. Supplementary solicitations may be made by mail,
telephone, telegraph, or by personal interview by representatives of the
trust. In addition, D.F. King & Co. may be paid on a per-call basis to
solicit shareholders on behalf of Long-Term Government at an anticipated
cost of approximately $1,750. The expenses in connection with preparing
this Proxy Statement and its enclosures and of all solicitations will be
borne by FMR. FMR will reimburse brokerage firms and others for their
reasonable expenses in forwarding solicitation material to the beneficial
owners of shares.
If a quorum is not present at the Meeting, or if a quorum is present but
sufficient votes to approve the proposal are not received, or if other
matters arise requiring shareholder attention, the persons named as proxies
may propose one or more adjournments of the Meeting to permit further
solicitation of proxies. Any such adjournment will require the affirmative
vote of a majority of those shares present at the Meeting or represented by
proxy. When voting on a proposed adjournment, the persons named as proxies
will vote FOR the proposed adjournment all shares that they are entitled to
vote, unless directed to vote AGAINST the item, in which case such shares
will be voted against the proposed adjournment with respect to that item. A
shareholder vote may be taken on one or more of the items in this Proxy
Statement or on any other business properly presented at the meeting prior
to such adjournment if sufficient votes have been received and it is
otherwise appropriate.
If the enclosed proxy card is executed and returned, it may nevertheless
be revoked at any time prior to its use by written notification received by
the trust, by the execution of a later-dated proxy card, or by attending
the Meeting and voting in person. All proxy cards solicited by the Board of
Trustees that are properly executed and received by the Secretary prior to
the Meeting, and which are not revoked, will be voted at the Meeting.
Shares represented by such proxies will be voted in accordance with the
instructions thereon. If no specification is made on a proxy card, it will
be voted FOR the matters specified on the proxy card. Only proxies voted
will be counted towards establishing a quorum. Broker non-votes are not
considered voted for this purpose. Shareholders should note that while
votes to ABSTAIN will count toward establishing a quorum, passage of any
proposal being considered at the Meeting will occur only if a sufficient
number of votes are cast FOR the proposal. Accordingly, votes to ABSTAIN
and votes AGAINST will have the same effect in determining whether the
proposal is approved.
Long-Term Government may also choose to have votes recorded by telephone.
D.F. King may be paid on a per-call basis for vote-by-phone solicitations
on behalf of Long-Term Government at an anticipated cost of approximately
$2,000. If the Fund records votes by telephone, it will use procedures
designed to authenticate shareholders' identities, to allow shareholders to
authorize the voting of their shares in accordance with their instructions,
and to confirm that their instructions have been properly recorded.
Proxies given by telephone may be revoked at any time before they are voted
in the same manner that proxies voted by mail may be revoked.
On December 31, 1995 there were 23,396,584.712 shares of Spartan
Government Income Fund (Government Income) issued and outstanding.
On December 31, 1995 there were 9,316,037.275 shares of Long-Term
Government issued and outstanding. Shareholders of record of Long-Term
Government at the close of business on March 11, 1996 will be entitled to
vote at the Meeting. Each such shareholder will be entitled to one vote for
each dollar value of net asset value held on that date.
As of December 31, 1995, the Trustees and officers of the funds owned, in
the aggregate, less than 1% of each fund's total outstanding shares.
VOTE REQUIRED: Approval of the Agreement and Plan of Reorganization (the
Agreement) requires the affirmative vote of a "majority of the outstanding
voting securities" of Long-Term Government. Under the Investment Company
Act of 1940 (the 1940 Act), a "majority vote of the outstanding voting
securities" means the affirmative vote of the lesser of (a) 67% or more of
the voting securities present at the Meeting or represented by proxy if the
holders of more than 50% of the outstanding voting securities are present
or represented by proxy, or (b) more than 50% of the outstanding voting
securities. Broker non-votes are not considered "present" for this purpose.
SYNOPSIS
The following is a summary of certain information contained elsewhere in
this Proxy Statement, in the Agreement, and in the Prospectuses of
Long-Term Government and Government Income, which are incorporated herein
by this reference. Shareholders should read the entire Proxy Statement and
the Prospectus of Government Income carefully for more complete
information.
The proposed reorganization (the Reorganization) would merge Long-Term
Government into Government Income, a larger bond fund also managed by FMR.
If the Reorganization is approved, Long-Term Government will cease to exist
and current shareholders will become shareholders of Government Income
instead. As discussed more fully below, the Board of Trustees believes
that the Reorganization will benefit Long-Term Government shareholders.
The primary focus of both Long-Term Government and Government Income
(together the Funds and each individually a Fund) is to seek income by
investing in U.S. Government securities. Long-Term Government, however,
invests for a combination of income and capital growth, while Government
Income seeks a high level of current income as its investment objective.
Government Income invests in a broader range of securities than Long-Term
Government and has generally maintained an intermediate-term rather than
long-term average portfolio maturity. As a result, Government Income has
experienced more moderate performance than Long-Term Government, combining
lower long-term returns with significantly lower volatility. The Funds
currently have the same portfolio manager.
Both Funds have identical expense ratios. If the Reorganization is
approved, FMR has agreed to limit the management fee (which covers
substantially all of the Funds' expenses) of the combined fund to .60% of
the Fund's average net assets for two years following the effective date of
the Reorganization. Thus, the Reorganization will have the effect of
lowering the expense ratio of the combined fund for a period of two years
commencing on the first business day following the effective date of the
Reorganization. After that time, FMR expects that Government Income's
expense ratio will return to .65% of the Fund's average net assets.
The Funds generally have the same service features, with the exception of
their dividend policies. Unlike most bond funds, Long-Term Government
declares and pays its dividends quarterly. On the other hand, Government
Income, like a typical bond fund, declares its dividends daily and pays
them monthly.
THE PROPOSED REORGANIZATION
Shareholders of Long-Term Government will be asked at the Meeting to vote
upon and approve the Reorganization and the Agreement, which provides for
the acquisition by Government Income of all of the assets of Long-Term
Government in exchange solely for shares of Government Income and the
assumption by Government Income of the liabilities of Long-Term Government.
Long-Term Government will then distribute the shares of Government Income
to its shareholders, so that each shareholder will receive the number of
full and fractional shares of Government Income equal in value to the
aggregate net asset value of the shareholder's shares of Long-Term
Government on the Closing Date (defined below). The exchange of Long-Term
Government's assets for Government Income's shares will occur at 4:00 p.m.
Eastern time on May 31, 1996, or such other time and date as the parties
may agree (the Closing Date). Long-Term Government will then be liquidated
as soon as practicable thereafter.
The rights and privileges of the former shareholders of Long-Term
Government will be effectively unchanged by the Reorganization other than
as described below under "Dividends and other Distributions."
COMPARATIVE FEE TABLES
As part of Fidelity's "Spartan" family of mutual funds, both Funds share
identical fee structures. Each Fund's management fee is calculated and
paid to FMR every month at the annual rate of .65% of the Fund's average
net assets. This all-inclusive fee represents each Fund's total operating
expenses. FMR not only provides the Funds with investment advisory and
research services, but also pays all of the Funds' expenses, with the
exception of fees and expenses of all Trustees of each trust who are not
"interested persons" of the trust or FMR; interest on borrowings; taxes;
brokerage commissions (if any); and such nonrecurring expenses as may
arise, including costs of any litigation to which a Fund may be a party,
and any obligation it may have to indemnify the officers and Trustees with
respect to litigation. The management fee that each Fund pays FMR is
reduced by an amount equal to the fees of the non-interested Trustees. If
the Reorganization is approved, FMR will voluntarily limit its management
fee to .60% of the average net assets of Government Income for a period of
two years following the effective date of the Reorganization. If the
proposed Reorganization is not approved, each Fund's total operating
expenses will remain .65% of average net assets.
To help offset shareholder service costs, both Funds have the same fees
for individual transactions. FMR affiliates collect the Funds' $5.00
exchange fees, $5.00 account closeout fees, $5.00 fees for wire purchases
and redemptions, and the $2.00 checkwriting charges. These fees are waived
if a shareholder's account balance at the time of the transaction is
$50,000 or more. Fidelity also reserves the right to deduct an annual
maintenance fee of $12.00 from accounts with a value of less than $2,500,
subject to an annual maximum charge of $60.00 per shareholder. These fees
will not be affected by the Reorganization. For more information about the
Funds' fees, refer to their Prospectuses, which are incorporated by
reference herein (and, in the case of Government Income, which accompanies
this Proxy Statement).
The following table shows the current fees and expenses of Government
Income and Long-Term Government for the year ended October 31, 1995 and pro
forma fees for the combined fund based on the same period after giving
effect to the Reorganization, including the effect of FMR's fee reduction
from .65% to .60%.
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
Annual fund operating expenses are paid out of each Fund's assets.
Expenses are factored into the Fund's share price or dividends and are not
charged directly to shareholder accounts. The following are projections
based on historical expenses and are calculated as a percentage of average
net assets.

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PRO FORMA EXPENSES
GOVERNMENT INCOME LONG-TERM GOVERNMENT COMBINED FUNDA

Management Fees 0.65% 0.65% 0.60%

Other Expenses 0.00% 0.00% 0.00%

Total Fund Operating 0.65% 0.65% 0.60%
Expenses

</TABLE>

EXAMPLES OF EFFECT OF FUND EXPENSES
The following table illustrates the expenses on a hypothetical $1,000
investment in each Fund under the current and pro forma (combined fund)
expenses calculated at the rates stated above, assuming a 5% annual return
and including the effect of the $5.00 account closeout fee.

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AFTER 1 YEAR AFTER 3 YEARS AFTER 5 YEARS AFTER 10 YEARS

Government Income $12 $26 $41 $86

Long-Term $12 $26 $41 $86
Government

Combined FundA $11 $25 $40 $85

</TABLE>

A Projected expenses are voluntarily limited to .60% for the first two
years of operation of the combined fund, at which point the expenses are
expected to revert to the current rate of .65% of average net assets.
This example assumes that all dividends and other distributions are
reinvested and that the percentage amounts listed under Annual Fund
Operating Expenses remain the same in the years shown. These examples
illustrate the effect of expenses, but are not meant to suggest actual or
expected costs, which may vary. The assumed return of 5% is not a
prediction of, and does not represent, actual or expected performance of
any fund.

FORMS OF ORGANIZATION
Long-Term Government is a non-diversified fund of Fidelity Devonshire
Trust, an open-end management investment company organized as a
Massachusetts business trust on May 31, 1985. Government Income is a
diversified fund of Fidelity Fixed-Income Trust, an open-end management
investment company organized as a Massachusetts business trust on September
5, 1984. Both trusts are authorized to issue an unlimited number of shares
of beneficial interest. Because Long-Term Government and Government Income
are series of Massachusetts business trusts, organized under substantially
similar Declarations of Trust, the rights of the security holders of
Long-Term Government under state law and the governing documents are
expected to remain unchanged after the Reorganization. For more
information regarding shareholder rights, refer to the section of the
Funds' Statements of Additional Information called "Description of the
Trust."
INVESTMENT OBJECTIVE AND POLICIES
The investment objectives and policies of the Funds are set forth below.
There can be no assurance that either Fund will achieve its objective.
As a general matter, the Funds have similar investment objectives and
policies in that both seek income by investing in government securities.
However, Government Income seeks high current income, whereas Long-Term
Government seeks income and growth of capital. The difference in the
Funds' dollar-weighted average maturities is the most significant
distinction between the Funds. Although both Funds may invest in
securities of any maturity, Long-Term Government generally maintains a
dollar-weighted average maturity of 10 years or longer, whereas Government
Income generally maintains a shorter dollar-weighted average maturity.
Securities with longer maturities potentially provide higher yields than
short-term securities but may involve more risk.
The investment objective of each Fund is fundamental and may not be
changed without the approval of a vote of at least a majority of the
outstanding voting securities of the Fund. With the exception of
fundamental policies, investment policies of the Funds can be changed
without shareholder approval. The difference between the Funds discussed
below, except as noted, could be changed without a vote of shareholders.

COMPARISON OF OTHER POLICIES OF THE FUNDS

U.S. GOVERNMENT SECURITIES. Although both Funds seek to achieve their
investment objectives by investing primarily in government securities,
Government Income does so by investing exclusively in U.S. government
securities, or in instruments that are backed by or related to U.S.
government securities, whereas Long-Term Government has the flexibility to
invest in other types of securities, such as those issued by corporations
and foreign governments and currency exchange contracts. These investments
generally carry greater risk than U.S. government securities. For a
discussion of the risks of investing in corporations, foreign securities
and currency exchange contracts, see the section entitled "Comparison of
Principal Risk Factors." Long-Term Government's ability to invest in
foreign securities, corporations, and currency exchange contracts has not
been a significant distinction between the Funds, because in practice
Long-Term Government has owned only U.S. government securities or
instruments that are backed by or related to U.S. government securities
since June 1994.
FMR normally invests at least 65% of Government Income's total assets in
U.S. government securities. Similarly, FMR normally invests at least 65%
of Long-Term Government's total assets in U.S. government securities and
repurchase agreements secured by U.S. government securities. U.S.
Government securities are high-quality debt securities issued or guaranteed
by the U.S. Treasury or by an agency or instrumentality of the U.S.
government.
DIVERSIFICATION. Long-Term Government also differs from Government Income
with respect to its policies on diversification. Unlike Government Income,
Long-Term Government is a non-diversified fund. Generally, to meet federal
tax requirements at the close of each quarter, Long-Term Government does
not invest more than 25% of its total assets in any one issuer and, with
respect to 50% of total assets, does not invest more than 5% of its total
assets in any one issuer. Government Income, as a matter of fundamental
policy, may invest no more than 25% of its total assets in any one issuer
but with respect to 75% of total assets, may invest no more than 5% in any
one issuer. Because these limitations do not apply to U.S. government
securities, which constitute substantially all of the Funds' investment
portfolios, these different diversification requirements do not, in
practice, result in significant differences between the Funds.
QUALITY OF INVESTMENTS. Long-Term Government has the flexibility to
invest in lower quality securities than Government Income. Long-Term
Government limits its investments at the time of purchase to those rated
A-quality or above by Moody's Investors Service, Inc. (Moody's), or rated
in the equivalent categories by any other nationally recognized rating
service or unrated but judged to be of equivalent quality by FMR. These
securities are upper-medium to high quality. Government Income, in
contrast, invests exclusively in U.S. government or government-related
securities, which are of the highest quality (AAA-quality). The difference
in the Funds' quality policies should not have any significant impact with
respect to an investment in either Fund, because Long-Term Government has
invested over 90% of its assets in AAA-quality securities since October
1993 and has invested entirely in AAA-quality securities since June 1994.
OTHER INVESTMENT POLICIES. With respect to borrowing, each Fund may
borrow an amount equal to not more than 33 1/3% of its total assets for
temporary or emergency purposes from banks or from other funds advised by
FMR or through reverse repurchase agreements. With respect to lending,
Long-Term Government may lend not more than 33 1/3% of its total assets to
broker-dealers and institutions, including Fidelity Brokerage Services
Inc., (FBSI), an affiliate of FMR, or to other funds advised by FMR, as a
means of earning income. In addition, Long-Term Government may acquire
loans, loan participations, or other forms of direct debt instruments.
Government Income does not currently intend to make loans (although the
Fund may enter into repurchase agreements), but may choose to make loans in
the future. Long-Term Government's ability to lend does not represent a
significant distinction between the Funds, because neither Fund currently
makes loans (except through repurchase agreements).
In addition, both Funds may invest up to 10% of their assets in illiquid
securities and may enter into when-issued and delayed delivery
transactions. As stated above, for more information about the risks and
restrictions associated with these polices see each Fund's Prospectus,
which is incorporated by reference herein (and, in the case of Government
Income, which accompanies this Proxy Statement), and for a more detailed
discussion about the Funds' investments see their Statements of Additional
Information, which are incorporated by reference herein.
OPERATIONS OF GOVERNMENT INCOME FOLLOWING THE REORGANIZATION
FMR does not expect Government Income to revise its investment policies as
a result of the Reorganization. In addition, FMR does not anticipate
significant changes to the Fund's management or to agents that provide the
Fund with services. Specifically, the Trustees and officers, the
investment adviser, distributor, and other agents will continue to serve
Government Income in their current capacities. The Funds currently have
the same portfolio manager, Robert Ives, who will continue to be
responsible for Government Income's portfolio management after the
Reorganization.
All of the current assets of Long-Term Government are permissible
investments for Government Income. However, as explained above, the
dollar-weighted average maturity of Long-Term Government's portfolio is
considerably longer than that of Government Income's portfolio. Therefore,
if the Reorganization is approved, it is anticipated that Long-Term
Government and Government Income may sell a portion of their assets prior
to or after the Closing Date so that the portfolio of the combined fund
will be more consistent with the current dollar-weighted average maturity
of Government Income's current portfolio. The proceeds of such sales will
be held in temporary investments or will be reinvested in assets with
shorter maturities. Any transaction costs associated with such adjustment
to the portfolios of Long-Term Government and Government Income will be
borne by Long-Term Government and Government Income respectively.
PURCHASES AND REDEMPTIONS
The purchase and redemption policies for both Funds are substantially the
same and will remain unchanged after the Reorganization.
Both Funds' share price, or net asset value per share (NAV), is calculated
every business day. Shares of both Funds are sold without a sales charge.
Shares are purchased at the next share price calculated after an investment
is received and accepted. Share price is normally calculated at 4:00 p.m.
Eastern time. Refer to a Fund's Prospectus for more information regarding
how to buy shares.
Shares of both Funds may be redeemed on any business day at their NAV.
Shares of both Funds are redeemed at the next share price calculated after
an order is received and accepted, normally 4:00 p.m. Eastern time.
On or about January 18, 1996, Long-Term Government's shares will cease to
be sold to new investors, so that starting on January 19, 1996, the Fund's
shares will no longer be available for purchase or exchange to
non-shareholders. However, existing shareholders of Long-Term Government
will continue to be able to purchase shares of Long-Term Government up to
March 11, 1996 (the Record Date). As of the Record Date, Long-Term
Government will be closed to all new and subsequent purchases with the
exception of reinvestment of dividends or other distributions.
EXCHANGES
The exchange privilege currently offered by both Funds is the same and is
not expected to change after the Reorganization. Shareholders of the Funds
may exchange their shares of a Fund for shares of any other Fidelity fund
registered in a shareholder's state. Exchanges are subject to a $5.00
exchange fee. Refer to each Fund's Prospectus for restrictions governing
exchanges.
DIVIDENDS AND OTHER DISTRIBUTIONS
Each Fund distributes substantially all of its net investment income and
capital gains to shareholders each year. Government Income declares
dividends daily and pays them monthly. Long-Term Government declares
dividends quarterly in March, June, September, and December and normally
distributes capital gains in March and December. On or before the Closing
Date, Long-Term Government will distribute substantially all of its
investment company taxable income and net realized capital gain, if any, in
order to maintain its tax status as a regulated investment company.
FEDERAL INCOME TAX CONSEQUENCES OF THE REORGANIZATION
Each Fund has received an opinion of its counsel, Kirkpatrick & Lockhart
LLP, that the Reorganization will constitute a tax-free reorganization
within the meaning of Section 368 (a)(1)(C) of the Internal Revenue Code of
1986, as amended (the Code). Accordingly, no gain or loss will be
recognized to the Funds or their shareholders as a result of the
Reorganization. Please see the section entitled "Federal Income Tax
Considerations" for more information.
Long-Term Government and Government Income have capital loss carryforwards
for federal tax purposes of $3,934,668 and $13,235,380 as of January 31,
1995 and April 30, 1995, respectively. Under current federal tax law,
Government Income may be limited to using only a portion, if any, of the
capital loss carryforward transferred by Long-Term Government at the time
of the Reorganization. There is no assurance that Government Income will
be able to realize sufficient capital gains to use its capital loss
carryforward as well as a portion, if any, of Long-Term Government's
capital loss carryforward, before they expire. The capital loss
carryforward attributable to Long-Term Government expires on April 30,
2002. The capital loss carryforward attributable to Government Income
expires on April 30, 2003.
COMPARISON OF PRINCIPAL RISK FACTORS
Both Funds experience the typical risks of bond funds that invest in U.S.
government securities. As described more fully below, however, Long-Term
Government involves a significantly higher level of interest rate risk than
Government Income (and higher than most competitive government bond funds),
because of its focus on long-term securities. The longer dollar-weighted
average maturity of Long-Term Government's portfolio means that its returns
tend to be more sensitive to interest rate changes, and, therefore, more
volatile than Government Income's.
AVERAGE PORTFOLIO MATURITY. As described above, Government Income may
invest in securities of any maturity but maintains an interest rate
sensitivity that approximates that of government bonds with maturities
between five and ten years. In contrast, Long-Term Government generally
invests in longer-term bonds and normally maintains a dollar-weighted
average maturity of 10 years or longer. In general, the performance of
funds that invest in fixed-income securities is related to changes in
interest rates. Funds that hold short-term bonds are usually less affected
by changes in interest rates than long-term bond funds. For that reason,
long-term bond funds typically offer higher yields and carry more risk than
short-term bond funds. Accordingly, investing in Long-Term Government may
involve a higher degree of risk than investing in Government Income. At
the same time, while the longer average maturity of Long-Term Government's
assets has resulted in significantly greater volatility during the three
years ended December 31, 1995, it also has resulted in higher cumulative
total returns for the same period.
The following table compares the Funds' recent calendar year total
returns. Please note that total returns are based on past results and are
not an indication of future performance. In addition to portfolio
maturity, performance is also affected by changes in interest rates, market
conditions and other political and economic news.

Three Years Ended
December 31, 1995
1993 1994 1995 (cumulative)

Long-Term 16.65% -12.26% 30.43% 33.49%
Government

Government Income 7.34% - 3.59% 18.17% 22.29%

The following graph shows the value of a hypothetical $10,000 investment
in each Fund made on December 31, 1992, assuming all distributions are
reinvested. The graph compares the cumulative returns of the Funds on a
monthly basis over the same three calendar years, and illustrates the
different short-term volatility of their performance.
[TO BE INSERTED]
Performance Reporting & Analysis
Mon Jan 29 09:36:24 EST 1996
Spartan Government Income Fund (00453)
Hypothetical illustrating the growth of a no-load $10,000.00 investment
made on Dec 31 1992.
All distributions have been reinvested.
Final value does not reflect the effect of the $5 close out fee.
Date Total Shares Total Value
12/31/92 927.644 10,000.00
01/04/93 927.644 10,055.66
01/05/93 927.644 10,037.11
01/06/93 927.644 10,027.83
01/07/93 927.644 9,972.17
01/08/93 927.644 9,972.17
01/11/93 927.644 9,981.45
01/12/93 927.644 9,953.62
01/13/93 927.644 9,962.89
01/14/93 927.644 9,981.45
01/15/93 927.644 10,009.28
01/18/93 927.644 10,009.28
01/19/93 927.644 10,009.28
01/20/93 927.644 10,000.00
01/21/93 927.644 10,009.28
01/22/93 927.644 10,018.55
01/25/93 927.644 10,046.38
01/26/93 927.644 10,027.83
01/27/93 927.644 10,018.55
01/28/93 927.644 10,037.11
01/29/93 932.576 10,109.13
02/01/93 932.576 10,118.45
02/02/93 932.576 10,090.48
02/03/93 932.576 10,099.80
02/04/93 932.576 10,127.78
02/05/93 932.576 10,155.76
02/08/93 932.576 10,127.78
02/09/93 932.576 10,109.13
02/10/93 932.576 10,081.15
02/11/93 932.576 10,109.13
02/12/93 932.576 10,127.78
02/16/93 932.576 10,127.78
02/17/93 932.576 10,146.43
02/18/93 932.576 10,183.73
02/19/93 932.576 10,165.08
02/22/93 932.576 10,174.41
02/23/93 932.576 10,221.04
02/24/93 932.576 10,202.39
02/25/93 932.576 10,183.73
02/26/93 937.616 10,248.14
03/01/93 937.616 10,285.65
03/02/93 937.616 10,266.90
03/03/93 937.616 10,304.40
03/04/93 937.616 10,323.15
03/05/93 937.616 10,295.03
03/08/93 937.616 10,323.15
03/09/93 937.616 10,313.78
03/10/93 937.616 10,295.03
03/11/93 937.616 10,295.03
03/12/93 937.616 10,229.39
03/15/93 937.616 10,201.26
03/16/93 937.616 10,238.77
03/17/93 937.616 10,248.14
03/18/93 937.616 10,257.52
03/19/93 937.616 10,248.14
03/22/93 937.616 10,248.14
03/23/93 937.616 10,257.52
03/24/93 937.616 10,248.14
03/25/93 937.616 10,238.77
03/26/93 937.616 10,191.89
03/29/93 937.616 10,220.02
03/30/93 937.616 10,229.39
03/31/93 942.700 10,275.43
04/01/93 942.700 10,266.01
04/02/93 942.700 10,218.87
04/05/93 942.700 10,228.30
04/06/93 942.700 10,247.15
04/07/93 942.700 10,256.58
04/08/93 942.700 10,313.14
04/12/93 942.700 10,332.00
04/13/93 942.700 10,332.00
04/14/93 942.700 10,341.42
04/15/93 942.700 10,350.85
04/16/93 942.700 10,341.42
04/19/93 942.700 10,350.85
04/20/93 942.700 10,341.42
04/21/93 942.700 10,350.85
04/22/93 942.700 10,350.85
04/23/93 942.700 10,341.42
04/26/93 942.700 10,332.00
04/27/93 942.700 10,303.71
04/28/93 942.700 10,303.71
04/29/93 942.700 10,322.57
04/30/93 947.390 10,354.97
05/03/93 947.390 10,383.39
05/04/93 947.390 10,392.87
05/05/93 947.390 10,392.87
05/06/93 947.390 10,402.34
05/07/93 947.390 10,373.92
05/10/93 947.390 10,402.34
05/11/93 947.390 10,402.34
05/12/93 947.390 10,383.39
05/13/93 947.390 10,354.97
05/14/93 947.390 10,354.97
05/17/93 947.390 10,326.55
05/18/93 947.390 10,298.13
05/19/93 947.390 10,307.60
05/20/93 947.390 10,317.08
05/21/93 947.390 10,307.60
05/24/93 947.390 10,326.55
05/25/93 947.390 10,326.55
05/26/93 947.390 10,354.97
05/27/93 947.390 10,354.97
05/28/93 952.161 10,397.59
06/01/93 952.161 10,426.16
06/02/93 952.161 10,416.64
06/03/93 952.161 10,416.64
06/04/93 961.850 10,397.59
06/07/93 961.850 10,407.21
06/08/93 961.850 10,416.83
06/09/93 961.850 10,445.69
06/10/93 961.850 10,445.69
06/11/93 961.850 10,474.54
06/14/93 961.850 10,464.92
06/15/93 961.850 10,464.92
06/16/93 961.850 10,464.92
06/17/93 961.850 10,474.54
06/18/93 961.850 10,464.92
06/21/93 961.850 10,484.16
06/22/93 961.850 10,484.16
06/23/93 961.850 10,484.16
06/24/93 961.850 10,503.40
06/25/93 961.850 10,513.02
06/28/93 961.850 10,522.63
06/29/93 961.850 10,513.02
06/30/93 966.187 10,570.08
07/01/93 966.187 10,570.08
07/02/93 966.187 10,570.08
07/06/93 966.187 10,560.42
07/07/93 966.187 10,560.42
07/08/93 966.187 10,560.42
07/09/93 966.187 10,579.75
07/12/93 966.187 10,579.75
07/13/93 966.187 10,579.75
07/14/93 966.187 10,618.39
07/15/93 966.187 10,618.39
07/16/93 966.187 10,618.39
07/19/93 966.187 10,628.05
07/20/93 966.187 10,618.39
07/21/93 966.187 10,589.41
07/22/93 966.187 10,560.42
07/23/93 966.187 10,550.76
07/26/93 966.187 10,560.42
07/27/93 966.187 10,560.42
07/28/93 966.187 10,579.75
07/29/93 966.187 10,608.73
07/30/93 970.018 10,631.39
08/02/93 970.018 10,621.69
08/03/93 970.018 10,631.39
08/04/93 970.018 10,621.69
08/05/93 970.018 10,621.69
08/06/93 970.018 10,621.69
08/09/93 970.018 10,641.09
08/10/93 970.018 10,641.09
08/11/93 970.018 10,650.79
08/12/93 970.018 10,641.09
08/13/93 970.018 10,650.79
08/16/93 970.018 10,660.49
08/17/93 970.018 10,650.79
08/18/93 970.018 10,660.49
08/19/93 970.018 10,670.19
08/20/93 970.018 10,679.89
08/23/93 970.018 10,679.89
08/24/93 970.018 10,689.59
08/25/93 970.018 10,708.99
08/26/93 970.018 10,738.10
08/27/93 970.018 10,728.39
08/30/93 970.018 10,728.39
08/31/93 974.134 10,773.92
09/01/93 974.134 10,773.92
09/02/93 974.134 10,773.92
09/03/93 974.134 10,812.89
09/07/93 974.134 10,832.37
09/08/93 974.134 10,832.37
09/09/93 974.134 10,783.67
09/10/93 974.134 10,822.63
09/13/93 974.134 10,812.89
09/14/93 974.134 10,754.44
09/15/93 974.134 10,744.70
09/16/93 974.134 10,754.44
09/17/93 974.134 10,744.70
09/20/93 974.134 10,725.22
09/21/93 974.134 10,695.99
09/22/93 974.134 10,705.74
09/23/93 974.134 10,715.48
09/24/93 974.134 10,715.48
09/27/93 974.134 10,754.44
09/28/93 974.134 10,764.18
09/29/93 974.134 10,734.96
09/30/93 978.189 10,760.08
10/01/93 978.189 10,779.65
10/04/93 978.189 10,779.65
10/05/93 978.189 10,769.86
10/06/93 978.189 10,769.86
10/07/93 978.189 10,760.08
10/08/93 978.189 10,828.56
10/11/93 978.189 10,838.34
10/12/93 978.189 10,838.34
10/13/93 978.189 10,818.77
10/14/93 978.189 10,838.34
10/15/93 978.189 10,848.12
10/18/93 978.189 10,808.99
10/19/93 978.189 10,818.77
10/20/93 978.189 10,828.56
10/21/93 978.189 10,779.65
10/22/93 978.189 10,750.30
10/25/93 978.189 10,730.74
10/26/93 978.189 10,750.30
10/27/93 978.189 10,740.52
10/28/93 978.189 10,760.08
10/29/93 981.822 10,780.41
11/01/93 981.822 10,721.50
11/02/93 981.822 10,682.23
11/03/93 981.822 10,672.41
11/04/93 981.822 10,633.14
11/05/93 981.822 10,603.68
11/08/93 981.822 10,623.32
11/09/93 981.822 10,652.77
11/10/93 981.822 10,633.14
11/11/93 981.822 10,633.14
11/12/93 981.822 10,672.41
11/15/93 981.822 10,652.77
11/16/93 981.822 10,662.59
11/17/93 981.822 10,652.77
11/18/93 981.822 10,633.14
11/19/93 981.822 10,574.23
11/22/93 981.822 10,554.59
11/23/93 981.822 10,593.86
11/24/93 981.822 10,593.86
11/26/93 981.822 10,613.50
11/29/93 981.822 10,642.95
11/30/93 986.408 10,653.21
12/01/93 986.408 10,653.21
12/02/93 986.408 10,663.07
12/03/93 1000.275 10,672.94
12/06/93 1000.275 10,722.95
12/07/93 1000.275 10,732.96
12/08/93 1000.275 10,752.96
12/09/93 1000.275 10,762.96
12/10/93 1000.275 10,732.96
12/13/93 1000.275 10,702.95
12/14/93 1000.275 10,672.94
12/15/93 1000.275 10,662.94
12/16/93 1000.275 10,662.94
12/17/93 1000.275 10,682.94
12/20/93 1000.275 10,682.94
12/21/93 1000.275 10,662.94
12/22/93 1000.275 10,722.95
12/23/93 1000.275 10,732.96
12/27/93 1000.275 10,732.96
12/28/93 1000.275 10,742.96
12/29/93 1000.275 10,732.96
12/30/93 1000.275 10,692.94
12/31/93 1005.055 10,733.98
01/03/94 1005.055 10,683.73
01/04/94 1005.055 10,703.83
01/05/94 1005.055 10,693.78
01/06/94 1005.055 10,723.93
01/07/94 1005.055 10,804.34
01/10/94 1005.055 10,814.39
01/11/94 1005.055 10,814.39
01/12/94 1005.055 10,854.59
01/13/94 1005.055 10,794.29
01/14/94 1005.055 10,764.14
01/17/94 1005.055 10,764.14
01/18/94 1005.055 10,774.19
01/19/94 1005.055 10,774.19
01/20/94 1005.055 10,794.29
01/21/94 1005.055 10,794.29
01/24/94 1005.055 10,794.29
01/25/94 1005.055 10,784.24
01/26/94 1005.055 10,794.29
01/27/94 1005.055 10,824.44
01/28/94 1005.055 10,854.59
01/31/94 1009.680 10,894.44
02/01/94 1009.680 10,854.06
02/02/94 1009.680 10,854.06
02/03/94 1009.680 10,833.86
02/04/94 1009.680 10,793.48
02/07/94 1009.680 10,763.19
02/08/94 1009.680 10,742.99
02/09/94 1009.680 10,763.19
02/10/94 1009.680 10,753.09
02/11/94 1009.680 10,773.28
02/14/94 1009.680 10,763.19
02/15/94 1009.680 10,763.19
02/16/94 1009.680 10,753.09
02/17/94 1009.680 10,702.60
02/18/94 1009.680 10,662.22
02/22/94 1009.680 10,672.31
02/23/94 1009.680 10,642.02
02/24/94 1009.680 10,591.54
02/25/94 1009.680 10,591.54
02/28/94 1014.241 10,669.81
03/01/94 1014.241 10,588.67
03/02/94 1014.241 10,568.39
03/03/94 1014.241 10,548.10
03/04/94 1014.241 10,537.96
03/07/94 1014.241 10,537.96
03/08/94 1014.241 10,517.68
03/09/94 1014.241 10,527.82
03/10/94 1014.241 10,477.11
03/11/94 1014.241 10,487.25
03/14/94 1014.241 10,466.97
03/15/94 1014.241 10,477.11
03/16/94 1014.241 10,527.82
03/17/94 1014.241 10,537.96
03/18/94 1014.241 10,487.25
03/21/94 1014.241 10,466.97
03/22/94 1014.241 10,507.53
03/23/94 1014.241 10,517.68
03/24/94 1014.241 10,456.82
03/25/94 1014.241 10,436.54
03/28/94 1014.241 10,426.40
03/29/94 1014.241 10,375.68
03/30/94 1014.241 10,335.11
03/31/94 1018.981 10,383.42
04/04/94 1018.981 10,138.86
04/05/94 1018.981 10,220.38
04/06/94 1018.981 10,250.95
04/07/94 1018.981 10,271.33
04/08/94 1018.981 10,240.76
04/11/94 1018.981 10,261.14
04/12/94 1018.981 10,281.52
04/13/94 1018.981 10,250.95
04/14/94 1018.981 10,240.76
04/15/94 1018.981 10,250.95
04/18/94 1018.981 10,159.24
04/19/94 1018.981 10,169.43
04/20/94 1018.981 10,189.81
04/21/94 1018.981 10,261.14
04/22/94 1018.981 10,240.76
04/25/94 1018.981 10,271.33
04/26/94 1018.981 10,281.52
04/28/94 1018.981 10,210.19
04/29/94 1023.667 10,236.67
05/02/94 1023.667 10,205.96
05/03/94 1023.667 10,185.49
05/04/94 1023.667 10,185.49
05/05/94 1023.667 10,195.72
05/06/94 1023.667 10,083.12
05/09/94 1023.667 10,011.46
05/10/94 1023.667 10,072.88
05/11/94 1023.667 10,011.46
05/12/94 1023.667 10,031.94
05/13/94 1023.667 10,072.88
05/16/94 1023.667 10,103.59
05/17/94 1023.667 10,205.96
05/18/94 1023.667 10,236.67
05/19/94 1023.667 10,277.62
05/20/94 1023.667 10,246.91
05/23/94 1023.667 10,154.78
05/24/94 1023.667 10,185.49
05/25/94 1023.667 10,185.49
05/26/94 1023.667 10,236.67
05/27/94 1023.667 10,205.96
05/31/94 1028.770 10,246.55
06/01/94 1028.770 10,256.83
06/02/94 1028.770 10,277.41
06/03/94 1028.770 10,328.85
06/06/94 1028.770 10,359.71
06/07/94 1028.770 10,339.14
06/08/94 1028.770 10,339.14
06/09/94 1028.770 10,339.14
06/10/94 1028.770 10,318.56
06/13/94 1028.770 10,308.27
06/14/94 1028.770 10,328.85
06/15/94 1028.770 10,287.70
06/16/94 1028.770 10,297.99
06/17/94 1028.770 10,267.12
06/20/94 1028.770 10,256.83
06/21/94 1028.770 10,225.97
06/22/94 1028.770 10,267.12
06/23/94 1028.770 10,277.41
06/24/94 1028.770 10,225.97
06/27/94 1028.770 10,236.26
06/28/94 1028.770 10,205.40
06/29/94 1028.770 10,215.68
06/30/94 1034.414 10,220.01
07/01/94 1034.414 10,220.01
07/05/94 1034.414 10,230.35
07/06/94 1034.414 10,240.70
07/07/94 1034.414 10,240.70
07/08/94 1034.414 10,188.98
07/11/94 1034.414 10,168.29
07/12/94 1034.414 10,178.63
07/13/94 1034.414 10,188.98
07/14/94 1034.414 10,251.04
07/15/94 1034.414 10,240.70
07/18/94 1034.414 10,261.38
07/19/94 1034.414 10,302.76
07/20/94 1034.414 10,261.38
07/21/94 1034.414 10,261.38
07/22/94 1034.414 10,261.38
07/25/94 1034.414 10,282.07
07/26/94 1034.414 10,282.07
07/27/94 1034.414 10,251.04
07/28/94 1034.414 10,282.07
07/29/94 1040.277 10,423.57
08/01/94 1040.277 10,433.98
08/02/94 1040.277 10,433.98
08/03/94 1040.277 10,433.98
08/04/94 1040.277 10,423.57
08/05/94 1040.277 10,350.75
08/08/94 1040.277 10,340.35
08/09/94 1040.277 10,319.55
08/10/94 1040.277 10,319.55
08/11/94 1040.277 10,298.74
08/12/94 1040.277 10,329.95
08/15/94 1040.277 10,319.55
08/16/94 1040.277 10,371.56
08/17/94 1040.277 10,392.37
08/18/94 1040.277 10,340.35
08/19/94 1040.277 10,329.95
08/22/94 1040.277 10,309.14
08/23/94 1040.277 10,329.95
08/24/94 1040.277 10,361.16
08/25/94 1040.277 10,340.35
08/26/94 1040.277 10,361.16
08/29/94 1040.277 10,350.75
08/30/94 1040.277 10,371.56
08/31/94 1046.113 10,440.21
09/01/94 1046.113 10,440.21
09/02/94 1046.113 10,429.75
09/06/94 1046.113 10,398.37
09/07/94 1046.113 10,377.44
09/08/94 1046.113 10,387.91
09/09/94 1046.113 10,314.68
09/12/94 1046.113 10,304.22
09/13/94 1046.113 10,304.22
09/14/94 1046.113 10,325.14
09/15/94 1046.113 10,346.06
09/16/94 1046.113 10,272.83
09/19/94 1046.113 10,293.76
09/20/94 1046.113 10,272.83
09/21/94 1046.113 10,251.91
09/22/94 1046.113 10,262.37
09/23/94 1046.113 10,251.91
09/26/94 1046.113 10,251.91
09/27/94 1046.113 10,241.45
09/28/94 1046.113 10,251.91
09/29/94 1046.113 10,220.53
09/30/94 1051.903 10,287.61
10/03/94 1051.903 10,266.57
10/04/94 1051.903 10,256.05
10/05/94 1051.903 10,224.50
10/06/94 1051.903 10,213.98
10/07/94 1051.903 10,235.01
10/10/94 1051.903 10,245.53
10/11/94 1051.903 10,266.57
10/12/94 1051.903 10,245.53
10/13/94 1051.903 10,277.09
10/14/94 1051.903 10,287.61
10/17/94 1051.903 10,287.61
10/18/94 1051.903 10,277.09
10/19/94 1051.903 10,266.57
10/20/94 1051.903 10,203.46
10/21/94 1051.903 10,203.46
10/24/94 1051.903 10,171.90
10/25/94 1051.903 10,171.90
10/26/94 1051.903 10,171.90
10/27/94 1051.903 10,182.42
10/28/94 1051.903 10,213.98
10/31/94 1057.869 10,282.48
11/01/94 1057.869 10,229.59
11/02/94 1057.869 10,208.43
11/03/94 1057.869 10,197.86
11/04/94 1057.869 10,155.54
11/07/94 1057.869 10,155.54
11/08/94 1057.869 10,176.70
11/09/94 1057.869 10,208.43
11/10/94 1057.869 10,187.28
11/11/94 1057.869 10,155.54
11/14/94 1057.869 10,208.43
11/15/94 1057.869 10,219.01
11/16/94 1057.869 10,197.86
11/17/94 1057.869 10,176.70
11/18/94 1057.869 10,176.70
11/21/94 1057.869 10,166.12
11/22/94 1057.869 10,187.28
11/23/94 1057.869 10,250.75
11/25/94 1057.869 10,261.33
11/28/94 1057.869 10,229.59
11/29/94 1057.869 10,187.28
11/30/94 1063.940 10,267.02
12/01/94 1063.940 10,256.38
12/02/94 1063.940 10,298.94
12/05/94 1063.940 10,288.30
12/06/94 1063.940 10,330.86
12/07/94 1063.940 10,298.94
12/08/94 1063.940 10,298.94
12/09/94 1063.940 10,298.94
12/12/94 1063.940 10,267.02
12/13/94 1063.940 10,277.66
12/14/94 1063.940 10,298.94
12/15/94 1063.940 10,309.58
12/16/94 1063.940 10,298.94
12/19/94 1063.940 10,298.94
12/20/94 1063.940 10,298.94
12/21/94 1063.940 10,298.94
12/22/94 1063.940 10,277.66
12/23/94 1063.940 10,288.30
12/27/94 1063.940 10,320.22
12/28/94 1063.940 10,298.94
12/29/94 1063.940 10,298.94
12/30/94 1079.148 10,349.03
01/03/95 1079.148 10,327.44
01/04/95 1079.148 10,359.82
01/05/95 1079.148 10,327.44
01/06/95 1079.148 10,338.24
01/09/95 1079.148 10,327.44
01/10/95 1079.148 10,349.03
01/11/95 1079.148 10,359.82
01/12/95 1079.148 10,349.03
01/13/95 1079.148 10,424.57
01/16/95 1079.148 10,424.57
01/17/95 1079.148 10,413.78
01/18/95 1079.148 10,413.78
01/19/95 1079.148 10,392.19
01/20/95 1079.148 10,359.82
01/23/95 1079.148 10,349.03
01/24/95 1079.148 10,338.24
01/25/95 1079.148 10,381.40
01/26/95 1079.148 10,402.98
01/27/95 1079.148 10,456.94
01/30/95 1079.148 10,467.73
01/31/95 1085.590 10,551.93
02/01/95 1085.590 10,519.37
02/02/95 1085.590 10,508.51
02/03/95 1085.590 10,584.50
02/06/95 1085.590 10,573.65
02/07/95 1085.590 10,573.65
02/08/95 1085.590 10,573.65
02/09/95 1085.590 10,551.93
02/10/95 1085.590 10,530.22
02/13/95 1085.590 10,530.22
02/14/95 1085.590 10,573.65
02/15/95 1085.590 10,606.21
02/16/95 1085.590 10,617.07
02/17/95 1085.590 10,606.21
02/21/95 1085.590 10,606.21
02/22/95 1085.590 10,649.64
02/23/95 1085.590 10,649.64
02/24/95 1085.590 10,660.49
02/27/95 1085.590 10,703.92
02/28/95 1091.612 10,785.13
03/01/95 1091.612 10,774.21
03/02/95 1091.612 10,741.46
03/03/95 1091.612 10,719.63
03/06/95 1091.612 10,686.88
03/07/95 1091.612 10,675.96
03/08/95 1091.612 10,719.63
03/09/95 1091.612 10,741.46
03/10/95 1091.612 10,774.21
03/13/95 1091.612 10,785.13
03/14/95 1091.612 10,828.79
03/15/95 1091.612 10,828.79
03/16/95 1091.612 10,839.71
03/17/95 1091.612 10,817.87
03/20/95 1091.612 10,806.96
03/21/95 1091.612 10,785.13
03/22/95 1091.612 10,774.21
03/23/95 1091.612 10,774.21
03/24/95 1091.612 10,817.87
03/27/95 1091.612 10,850.62
03/28/95 1091.612 10,796.04
03/29/95 1091.612 10,806.96
03/30/95 1091.612 10,785.13
03/31/95 1098.121 10,838.46
04/03/95 1098.121 10,882.38
04/04/95 1098.121 10,882.38
04/05/95 1098.121 10,882.38
04/06/95 1098.121 10,893.36
04/07/95 1098.121 10,882.38
04/10/95 1098.121 10,882.38
04/11/95 1098.121 10,893.36
04/12/95 1098.121 10,904.34
04/13/95 1098.121 10,926.31
04/17/95 1098.121 10,926.31
04/18/95 1098.121 10,926.31
04/19/95 1098.121 10,915.33
04/20/95 1098.121 10,937.29
04/21/95 1098.121 10,937.29
04/24/95 1098.121 10,948.27
04/25/95 1098.121 10,948.27
04/26/95 1098.121 10,937.29
04/27/95 1098.121 10,926.31
04/28/95 1104.144 10,986.24
05/01/95 1104.144 10,975.20
05/02/95 1104.144 10,997.28
05/03/95 1104.144 11,041.44
05/04/95 1104.144 11,085.61
05/05/95 1104.144 11,162.90
05/08/95 1104.144 11,162.90
05/09/95 1104.144 11,207.07
05/10/95 1104.144 11,173.94
05/11/95 1104.144 11,162.90
05/12/95 1104.144 11,162.90
05/15/95 1104.144 11,184.98
05/16/95 1104.144 11,218.11
05/17/95 1104.144 11,229.15
05/18/95 1104.144 11,196.02
05/19/95 1104.144 11,196.02
05/22/95 1104.144 11,184.98
05/23/95 1104.144 11,218.11
05/24/95 1104.144 11,273.31
05/25/95 1104.144 11,295.40
05/26/95 1104.144 11,284.36
05/30/95 1104.144 11,328.52
05/31/95 1110.113 11,400.86
06/01/95 1110.113 11,445.26
06/02/95 1110.113 11,500.77
06/05/95 1110.113 11,500.77
06/06/95 1110.113 11,500.77
06/07/95 1110.113 11,456.36
06/08/95 1110.113 11,423.06
06/09/95 1110.113 11,334.25
06/12/95 1110.113 11,356.45
06/13/95 1110.113 11,478.57
06/14/95 1110.113 11,467.47
06/15/95 1110.113 11,445.26
06/16/95 1110.113 11,434.16
06/19/95 1110.113 11,467.47
06/20/95 1110.113 11,456.36
06/21/95 1110.113 11,467.47
06/22/95 1110.113 11,511.87
06/23/95 1110.113 11,500.77
06/26/95 1110.113 11,478.57
06/27/95 1110.113 11,467.47
06/28/95 1110.113 11,489.67
06/29/95 1110.113 11,400.86
06/30/95 1115.916 11,493.94
07/03/95 1115.916 11,493.94
07/05/95 1115.916 11,505.10
07/06/95 1115.916 11,583.21
07/07/95 1115.916 11,594.37
07/10/95 1115.916 11,594.37
07/11/95 1115.916 11,560.89
07/12/95 1115.916 11,572.05
07/13/95 1115.916 11,572.05
07/14/95 1115.916 11,538.57
07/17/95 1115.916 11,493.94
07/18/95 1115.916 11,460.46
07/19/95 1115.916 11,393.50
07/20/95 1115.916 11,393.50
07/21/95 1115.916 11,337.71
07/24/95 1115.916 11,371.19
07/25/95 1115.916 11,393.50
07/26/95 1115.916 11,360.03
07/27/95 1115.916 11,393.50
07/28/95 1115.916 11,360.03
07/31/95 1121.964 11,455.25
08/01/95 1121.964 11,421.59
08/02/95 1121.964 11,455.25
08/03/95 1121.964 11,410.37
08/04/95 1121.964 11,421.59
08/07/95 1121.964 11,432.81
08/08/95 1121.964 11,444.03
08/09/95 1121.964 11,421.59
08/10/95 1121.964 11,399.15
08/11/95 1121.964 11,365.50
08/14/95 1121.964 11,365.50
08/15/95 1121.964 11,376.71
08/16/95 1121.964 11,399.15
08/17/95 1121.964 11,376.71
08/18/95 1121.964 11,387.93
08/21/95 1121.964 11,399.15
08/22/95 1121.964 11,387.93
08/23/95 1121.964 11,376.71
08/24/95 1121.964 11,421.59
08/25/95 1121.964 11,488.91
08/28/95 1121.964 11,500.13
08/29/95 1121.964 11,488.91
08/30/95 1121.964 11,500.13
08/31/95 1128.112 11,585.71
09/01/95 1128.112 11,619.55
09/05/95 1128.112 11,642.12
09/06/95 1128.112 11,642.12
09/07/95 1128.112 11,619.55
09/08/95 1128.112 11,619.55
09/11/95 1128.112 11,608.27
09/12/95 1128.112 11,653.40
09/13/95 1128.112 11,630.83
09/14/95 1128.112 11,675.96
09/15/95 1128.112 11,664.68
09/18/95 1128.112 11,630.83
09/19/95 1128.112 11,653.40
09/20/95 1128.112 11,664.68
09/21/95 1128.112 11,619.55
09/22/95 1128.112 11,596.99
09/25/95 1128.112 11,596.99
09/26/95 1128.112 11,585.71
09/27/95 1128.112 11,585.71
09/28/95 1128.112 11,585.71
09/29/95 1134.068 11,703.59
10/02/95 1134.068 11,714.93
10/03/95 1134.068 11,726.27
10/04/95 1134.068 11,748.95
10/05/95 1134.068 11,760.29
10/06/95 1134.068 11,760.29
10/09/95 1134.068 11,760.29
10/10/95 1134.068 11,760.29
10/11/95 1134.068 11,760.29
10/12/95 1134.068 11,771.63
10/13/95 1134.068 11,828.33
10/16/95 1134.068 11,816.99
10/17/95 1134.068 11,828.33
10/18/95 1134.068 11,816.99
10/19/95 1134.068 11,828.33
10/20/95 1134.068 11,794.31
10/23/95 1134.068 11,782.97
10/24/95 1134.068 11,816.99
10/25/95 1134.068 11,828.33
10/26/95 1134.068 11,794.31
10/27/95 1134.068 11,805.65
10/30/95 1134.068 11,805.65
10/31/95 1140.034 11,890.55
11/01/95 1140.034 11,913.35
11/02/95 1140.034 11,936.15
11/03/95 1140.034 11,924.75
11/06/95 1140.034 11,913.35
11/07/95 1140.034 11,890.55
11/08/95 1140.034 11,936.15
11/09/95 1140.034 11,901.95
11/10/95 1140.034 11,890.55
11/13/95 1140.034 11,913.35
11/14/95 1140.034 11,901.95
11/15/95 1140.034 11,890.55
11/16/95 1140.034 11,924.75
11/17/95 1140.034 11,924.75
11/20/95 1140.034 11,913.35
11/21/95 1140.034 11,901.95
11/22/95 1140.034 11,901.95
11/24/95 1140.034 11,913.35
11/27/95 1140.034 11,936.15
11/28/95 1140.034 11,924.75
11/29/95 1140.034 11,947.55
11/30/95 1145.743 12,053.21
12/01/95 1145.743 12,076.13
12/04/95 1145.743 12,121.96
12/05/95 1145.743 12,099.04
12/06/95 1145.743 12,099.04
12/07/95 1145.743 12,076.13
12/08/95 1145.743 12,076.13
12/11/95 1145.743 12,087.58
12/12/95 1145.743 12,087.58
12/13/95 1145.743 12,076.13
12/14/95 1145.743 12,076.13
12/15/95 1145.743 12,064.67
12/18/95 1145.743 12,018.84
12/19/95 1145.743 12,064.67
12/20/95 1145.743 12,064.67
12/21/95 1145.743 12,064.67
12/22/95 1145.743 12,087.58
12/26/95 1145.743 12,099.04
12/27/95 1145.743 12,121.96
12/28/95 1145.743 12,144.87
12/29/95 1151.543 12,229.39
Performance Reporting & Analysis
Mon Jan 29 09:36:49 EST 1996
Spartan Long-Term Government Bond Fund (00459)
Hypothetical illustrating the growth of a no-load $10,000.00 investment
made on Dec 31 1992.
All distributions have been reinvested.
Final value does not reflect the effect of the $5 close out fee.
Date Total Shares Total Value
12/31/92 846.024 10,000.00
01/04/93 846.024 10,084.60
01/05/93 846.024 10,084.60
01/06/93 846.024 10,084.60
01/07/93 846.024 9,991.54
01/08/93 846.024 9,966.16
01/11/93 846.024 9,966.16
01/12/93 846.024 9,957.70
01/13/93 846.024 9,974.62
01/14/93 846.024 10,016.92
01/15/93 846.024 10,067.68
01/18/93 846.024 10,084.60
01/19/93 846.024 10,135.36
01/20/93 846.024 10,118.44
01/21/93 846.024 10,135.36
01/22/93 846.024 10,143.82
01/25/93 846.024 10,245.35
01/26/93 846.024 10,219.97
01/27/93 846.024 10,219.97
01/28/93 846.024 10,236.89
01/29/93 846.024 10,262.27
02/01/93 846.024 10,287.65
02/02/93 846.024 10,253.81
02/03/93 846.024 10,270.73
02/04/93 846.024 10,313.03
02/05/93 846.024 10,346.87
02/08/93 846.024 10,338.41
02/09/93 846.024 10,313.03
02/10/93 846.024 10,262.27
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02/07/95 996.610 10,564.07
02/08/95 996.610 10,554.10
02/09/95 996.610 10,534.17
02/10/95 996.610 10,494.31
02/13/95 996.610 10,514.24
02/14/95 996.610 10,574.04
02/15/95 996.610 10,623.87
02/16/95 996.610 10,623.87
02/17/95 996.610 10,603.93
02/21/95 996.610 10,593.97
02/22/95 996.610 10,673.70
02/23/95 996.610 10,643.80
02/24/95 996.610 10,683.66
02/27/95 996.610 10,733.49
02/28/95 996.610 10,773.36
03/01/95 996.610 10,763.39
03/02/95 996.610 10,723.53
03/03/95 1013.663 10,663.73
03/06/95 1013.663 10,623.18
03/07/95 1013.663 10,582.64
03/08/95 1013.663 10,673.87
03/09/95 1013.663 10,724.55
03/10/95 1013.663 10,775.23
03/13/95 1013.663 10,795.51
03/14/95 1013.663 10,917.15
03/15/95 1013.663 10,907.01
03/16/95 1013.663 10,927.28
03/17/95 1013.663 10,886.74
03/20/95 1013.663 10,866.46
03/21/95 1013.663 10,815.78
03/22/95 1013.663 10,805.64
03/23/95 1013.663 10,795.51
03/24/95 1013.663 10,896.87
03/27/95 1013.663 10,957.69
03/28/95 1013.663 10,866.46
03/29/95 1013.663 10,907.01
03/30/95 1013.663 10,856.33
03/31/95 1013.663 10,846.19
04/03/95 1013.663 10,927.28
04/04/95 1013.663 10,927.28
04/05/95 1013.663 10,937.42
04/06/95 1013.663 10,957.69
04/07/95 1013.663 10,927.28
04/10/95 1013.663 10,927.28
04/11/95 1013.663 10,957.69
04/12/95 1013.663 10,977.97
04/13/95 1013.663 11,008.38
04/17/95 1013.663 10,967.83
04/18/95 1013.663 10,967.83
04/19/95 1013.663 10,988.10
04/20/95 1013.663 11,018.51
04/21/95 1013.663 11,038.79
04/24/95 1013.663 11,059.06
04/25/95 1013.663 11,059.06
04/26/95 1013.663 11,059.06
04/27/95 1013.663 11,038.79
04/28/95 1013.663 11,038.79
05/01/95 1013.663 11,028.65
05/02/95 1013.663 11,069.20
05/03/95 1013.663 11,160.43
05/04/95 1013.663 11,261.79
05/05/95 1013.663 11,423.98
05/08/95 1013.663 11,444.25
05/09/95 1013.663 11,545.62
05/10/95 1013.663 11,484.80
05/11/95 1013.663 11,464.52
05/12/95 1013.663 11,474.66
05/15/95 1013.663 11,535.48
05/16/95 1013.663 11,636.85
05/17/95 1013.663 11,636.85
05/18/95 1013.663 11,576.03
05/19/95 1013.663 11,586.16
05/22/95 1013.663 11,576.03
05/23/95 1013.663 11,636.85
05/24/95 1013.663 11,778.76
05/25/95 1013.663 11,819.31
05/26/95 1013.663 11,778.76
05/30/95 1013.663 11,900.40
05/31/95 1013.663 11,900.40
06/01/95 1013.663 11,981.49
06/02/95 1013.663 12,103.13
06/05/95 1013.663 12,123.40
06/06/95 1013.663 12,133.54
06/07/95 1013.663 12,052.45
06/08/95 1013.663 12,011.90
06/09/95 1013.663 11,809.17
06/12/95 1013.663 11,859.85
06/13/95 1013.663 12,082.86
06/14/95 1013.663 12,062.58
06/15/95 1013.663 12,022.04
06/16/95 1029.311 12,001.76
06/19/95 1029.311 12,094.40
06/20/95 1029.311 12,063.52
06/21/95 1029.311 12,104.70
06/22/95 1029.311 12,207.63
06/23/95 1029.311 12,176.75
06/26/95 1029.311 12,145.87
06/27/95 1029.311 12,125.28
06/28/95 1029.311 12,176.75
06/29/95 1029.311 12,012.06
06/30/95 1029.311 12,053.23
07/03/95 1029.311 12,042.94
07/05/95 1029.311 12,084.11
07/06/95 1029.311 12,228.21
07/07/95 1029.311 12,217.92
07/10/95 1029.311 12,238.51
07/11/95 1029.311 12,166.45
07/12/95 1029.311 12,197.33
07/13/95 1029.311 12,197.33
07/14/95 1029.311 12,145.87
07/17/95 1029.311 12,053.23
07/18/95 1029.311 11,981.18
07/19/95 1029.311 11,806.20
07/20/95 1029.311 11,806.20
07/21/95 1029.311 11,682.68
07/24/95 1029.311 11,785.61
07/25/95 1029.311 11,857.66
07/26/95 1029.311 11,795.90
07/27/95 1029.311 11,867.95
07/28/95 1029.311 11,795.90
07/31/95 1029.311 11,857.66
08/01/95 1029.311 11,785.61
08/02/95 1029.311 11,857.66
08/03/95 1029.311 11,765.02
08/04/95 1029.311 11,816.49
08/07/95 1029.311 11,847.37
08/08/95 1029.311 11,857.66
08/09/95 1029.311 11,795.90
08/10/95 1029.311 11,754.73
08/11/95 1029.311 11,672.39
08/14/95 1029.311 11,682.68
08/15/95 1029.311 11,754.73
08/16/95 1029.311 11,785.61
08/17/95 1029.311 11,775.32
08/18/95 1029.311 11,785.61
08/21/95 1029.311 11,826.78
08/22/95 1029.311 11,795.90
08/23/95 1029.311 11,765.02
08/24/95 1029.311 11,857.66
08/25/95 1029.311 12,022.35
08/28/95 1029.311 12,032.64
08/29/95 1029.311 12,032.64
08/30/95 1029.311 12,053.23
08/31/95 1029.311 12,104.70
09/01/95 1029.311 12,176.75
09/05/95 1029.311 12,238.51
09/06/95 1029.311 12,248.80
09/07/95 1029.311 12,197.33
09/08/95 1029.311 12,197.33
09/11/95 1029.311 12,197.33
09/12/95 1029.311 12,300.27
09/13/95 1029.311 12,248.80
09/14/95 1029.311 12,341.44
09/15/95 1045.026 12,320.85
09/18/95 1045.026 12,258.15
09/19/95 1045.026 12,289.50
09/20/95 1045.026 12,352.20
09/21/95 1045.026 12,226.80
09/22/95 1045.026 12,185.00
09/25/95 1045.026 12,195.45
09/26/95 1045.026 12,195.45
09/27/95 1045.026 12,185.00
09/28/95 1045.026 12,185.00
09/29/95 1045.026 12,331.30
10/02/95 1045.026 12,352.20
10/03/95 1045.026 12,394.00
10/04/95 1045.026 12,435.80
10/05/95 1045.026 12,467.15
10/06/95 1045.026 12,477.61
10/09/95 1045.026 12,488.06
10/10/95 1045.026 12,477.61
10/11/95 1045.026 12,477.61
10/12/95 1045.026 12,529.86
10/13/95 1045.026 12,686.61
10/16/95 1045.026 12,655.26
10/17/95 1045.026 12,676.16
10/18/95 1045.026 12,655.26
10/19/95 1045.026 12,676.16
10/20/95 1045.026 12,603.01
10/23/95 1045.026 12,582.11
10/24/95 1045.026 12,676.16
10/25/95 1045.026 12,686.61
10/26/95 1045.026 12,603.01
10/27/95 1045.026 12,634.36
10/30/95 1045.026 12,655.26
10/31/95 1045.026 12,686.61
11/01/95 1045.026 12,749.31
11/02/95 1045.026 12,791.11
11/03/95 1045.026 12,770.21
11/06/95 1045.026 12,759.76
11/07/95 1045.026 12,738.86
11/08/95 1045.026 12,812.01
11/09/95 1045.026 12,759.76
11/10/95 1045.026 12,707.51
11/13/95 1045.026 12,780.66
11/14/95 1045.026 12,759.76
11/15/95 1045.026 12,728.41
11/16/95 1045.026 12,791.11
11/17/95 1045.026 12,812.01
11/20/95 1045.026 12,780.66
11/21/95 1045.026 12,759.76
11/22/95 1045.026 12,749.31
11/24/95 1045.026 12,801.56
11/27/95 1045.026 12,864.26
11/28/95 1045.026 12,843.36
11/29/95 1045.026 12,874.71
11/30/95 1045.026 12,989.67
12/01/95 1060.306 13,052.37
12/04/95 1060.306 13,179.61
12/05/95 1060.306 13,147.80
12/06/95 1060.306 13,147.80
12/07/95 1060.306 13,115.99
12/08/95 1060.306 13,137.19
12/11/95 1060.306 13,147.80
12/12/95 1060.306 13,147.80
12/13/95 1060.306 13,115.99
12/14/95 1060.306 13,115.99
12/15/95 1060.306 13,094.78
12/18/95 1060.306 12,946.34
12/19/95 1060.306 13,073.58
12/20/95 1060.306 13,084.18
12/21/95 1060.306 13,084.18
12/22/95 1060.306 13,158.40
12/26/95 1060.306 13,190.21
12/27/95 1060.306 13,243.22
12/28/95 1060.306 13,285.64
12/29/95 1060.306 13,349.25
QUALITY OF PORTFOLIO SECURITIES. As described above, Long-Term Government
may invest in lower quality securities than Government Income. Government
Income invests in U.S. government securities, the highest quality
securities, whereas Long-Term Government may invest in securities rated
A-quality or above. Although this policy means that Long-Term Government
may invest in securities that represent a higher risk, in practice this
policy has not represented a significant difference between the Funds,
since both Funds have generally invested in securities of AAA-quality.
DIVERSIFICATION. Diversifying a fund's investment portfolio can reduce
the risks of investing. Diversification may include limiting the amount of
money invested in any one issuer or, on a broader scale, in any one
industry. A fund that is not diversified may be more sensitive to changes
in the market value of a single issuer or industry. As described above,
Long-Term Government has the flexibility to invest in fewer issuers than
Government Income. In practice, however, the Funds have not differed to any
significant extent with respect to diversification since both Funds have
invested exclusively in U.S. government securities since June 1994.
Accordingly, the distinction in the Funds' diversification policies has no
practical impact on the risk of investing in the Funds.
FOREIGN SECURITIES. As described above, although both Funds focus on U.S.
government securities, only Long-Term Government currently has the
flexibility to invest in securities such as those issued by corporations or
foreign governments. These securities generally carry more risk than U.S.
government securities. Foreign securities, foreign currencies, and
securities issued by U.S. entities with substantial foreign operations may
involve additional risks and considerations. These risks include those
relating to political or economic conditions in the foreign country,
fluctuations in foreign currencies, withholding or other taxes, operational
risks, increased regulatory burdens, and the potentially less stringent
investor protection and disclosure standards of foreign markets.
Additionally, governmental issuers of foreign securities may be unwilling
to repay principal and interest when due or allow repatriation of amounts
paid, and may require that the conditions for payment be renegotiated. All
of these factors can make foreign investments more volatile. As described
above, as a practical matter, this distinction in the Funds' policies has
little impact on the relative risk of an investment in the Funds, because
Long-Term Government, like Government Income, has tended to invest mainly
in U.S. government securities, and since June 1994 has invested exclusively
in U.S. government securities.
THE PROPOSED TRANSACTION
TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION BETWEEN SPARTAN
LONG-TERM GOVERNMENT BOND FUND AND SPARTAN GOVERNMENT INCOME FUND
REORGANIZATION PLAN
The terms and conditions under which the proposed transaction may be
consummated are set forth in the Agreement. Significant provisions of the
Agreement are summarized below; however, this summary is qualified in its
entirety by reference to the Agreement, a copy of which is attached as
Exhibit I to this Proxy Statement.
The Agreement contemplates (a) Government Income acquiring on the Closing
Date all of the assets of Long-Term Government in exchange solely for
shares of Government Income and the assumption by Government Income of
Long-Term Government's liabilities; and (b) the distribution of shares of
Government Income to the shareholders of Long-Term Government as provided
for in the Agreement.
The assets of Long-Term Government to be acquired by Government Income
include all cash, cash equivalents, securities, receivables (including
interest or dividends receivables), claims, choses in action, and other
property owned by Long-Term Government, and any deferred or prepaid
expenses shown as an asset on the books of Long-Term Government on the
Closing Date. Government Income will assume from Long-Term Government all
liabilities, debts, obligations, and duties of Long-Term Government of
whatever kind or nature, whether absolute, accrued, contingent, or
otherwise, whether or not arising in the ordinary course of business,
whether or not determinable on the Closing Date, and whether or not
specifically referred to in the Agreement; provided, however, that
Long-Term Government will use its best efforts, to the extent practicable,
to discharge all of its known liabilities prior to the Closing Date.
Government Income also will deliver to Long-Term Government shares of
Government Income equal in value to the net asset value per share of
Long-Term Government multiplied by the number of shares of Long-Term
Government then outstanding, which Long-Term Government shall then
distribute PRO RATA to its shareholders.
The value of Long-Term Government's assets to be acquired by Government
Income and the amount of its liabilities to be assumed by Government Income
will be determined as of the close of business (4:00 p.m. Eastern time) of
Long-Term Government on the Closing Date, using the valuation procedures
set forth in Long-Term Government's then-current Prospectus and Statement
of Additional Information. The net asset value of a share of Government
Income will be determined as of the same time using the valuation
procedures set forth in its then-current Prospectus and Statement of
Additional Information.
Upon the Closing Date, Long-Term Government will distribute to its
shareholders of record the shares of Government Income it received, so that
each Long-Term Government shareholder will receive the number of full and
fractional shares of Government Income equal in value to the aggregate net
asset value of shares of Long-Term Government held by such shareholder on
the Closing Date; Long-Term Government will be liquidated as soon as
practicable thereafter. Such distribution will be accomplished by opening
accounts on the books of Government Income in the names of the Long-Term
Government shareholders and by transferring thereto shares of Government
Income. Each Long-Term Government shareholder's account shall be credited
with the respective PRO RATA number of full and fractional shares (rounded
to the third decimal place) of Government Income due that shareholder.
Government Income shall not issue certificates representing its shares in
connection with such exchange.
Accordingly, immediately after the Reorganization, each former Long-Term
Government shareholder will own shares of Government Income equal to the
aggregate net asset value of that shareholder's shares of Long-Term
Government immediately prior to the Reorganization. The net asset value
per share of Government Income will be unchanged by the transaction. Thus,
the Reorganization will not result in a dilution of any shareholder
interest.
Any transfer taxes payable upon issuance of shares of Government Income in
a name other than that of the registered holder of the shares on the books
of Long-Term Government as of that time shall be paid by the person to whom
such shares are to be issued as a condition of such transfer. Any
reporting responsibility of Long-Term Government is and will continue to be
its responsibility up to and including the Closing Date and such later date
on which Long-Term Government is liquidated.
Pursuant to its management contract and its all-inclusive management fee,
FMR will bear the cost of the Reorganization, including professional fees,
expenses associated with the filing of registration statements, and the
cost of soliciting proxies for the Meeting, which will consist principally
of printing and mailing prospectuses and proxy statements, together with
the cost of any supplementary solicitation. However, there may be some
transaction costs associated with portfolio adjustments to Long-Term
Government and Government Income due to the the Reorganization which will
be borne by Long-Term Government and Government Income, respectively. The
Funds may recognize a taxable gain or loss on the disposition of securities
pursuant to these portfolio adjustments. See the section entitled "Reasons
for the Reorganization."
The consummation of the Reorganization is subject to a number of
conditions set forth in the Agreement, some of which may be waived by a
Fund. In addition, the Agreement may be amended in any mutually agreeable
manner, except that no amendment that may have a materially adverse effect
on the shareholders' interests may be made subsequent to the Meeting.
REASONS FOR THE REORGANIZATION
The Boards of Trustees (the Boards) of both Funds have determined that the
Reorganization is in the best interests of the shareholders of both Funds
and that the Reorganization will not result in a dilution of any
shareholders' interests.
In considering the Reorganization, the Boards considered a number of
factors, including the following:
(1) the compatibility of the Funds' investment objectives and policies;
(2) the historical performance and volatility of the Funds;
(3) the impact of the Reorganization on the expected expense ratio of
Government Income relative to each Fund's current expense ratio;
(4) the costs to be incurred by each Fund as a result of the
Reorganization;
(5) the tax consequences of the Reorganization;
(6) services available to shareholders before and after the
Reorganization; and
(7) elimination of duplicative funds and benefit to FMR.
FMR recommended the Reorganization to the Boards at a meeting of the
Boards on November 16, 1995. In recommending the Reorganization, FMR also
advised the Boards that the Funds have generally compatible investment
objectives and policies, with the material differences noted, and that the
Funds have similar investment strategies, with the material differences
noted. In particular, FMR informed the Boards that the Funds differ with
respect to their average maturities.
The Boards further considered the relative risk/return characteristics of
the Funds, in particular the lower potential volatility of an investment in
Government Income due to the Fund's focus on securities with shorter
average maturities. The Boards specifically weighed the fact that the
longer average maturity of Long-Term Government's portfolio has resulted in
higher cumulative total returns for the last three years ended September
30, 1995, but also has caused the Fund to be significantly more volatile
than Government Income. Accordingly, the Boards considered that if the
Reorganization is approved, the former shareholders of Long-Term Government
in certain market conditions might lose the potential returns from an
investment in longer-term securities, but that they also probably would
reduce their exposure to interest rate fluctuations.
The Boards also considered that former shareholders of Long-Term
Government will receive shares of Government Income equal to the value of
their shares of Long-Term Government. In addition, the Funds will receive
an opinion of counsel that the Reorganization will not result in any gain
or loss for Federal income tax purposes either to Long-Term Government or
Government Income or to the shareholders of either Fund.
Furthermore, the Boards considered that combining the Funds would result
in an immediate benefit to shareholders by lowering expenses, as a
percentage of net assets, of both Funds, because FMR would voluntarily
lower its management fee from .65% of average net assets to .60% of the
combined fund's average net assets for a period of two years following the
effective date of the Reorganization. The Boards also considered that
after the two years have expired, FMR could allow Government Income's total
fund operating expenses to revert to the current contractual rate of .65%
of the Fund's average net assets. In addition, FMR informed the Boards
that it would pay the costs associated with the Reorganization, including
professional fees and the costs of proxy solicitation. FMR further
informed the Boards that although the Funds would bear any costs (as
described above) associated with portfolio adjustments resulting from the
Reorganization, FMR believed that such costs would be minimal and would be
counterbalanced by FMR's voluntary reduction of its management fee.
In addition, the Boards considered that the Funds have the same purchase
and exchange provisions, fees, redemption procedures, and automatic
reinvestment policies. FMR informed the Boards that the only exception to
the Funds' identical fee structure and shareholder services is their
different dividend declaration policies (as described above).
Finally, the Boards considered the proposed Reorganization in the context
of a general goal of reducing the number of duplicative funds managed by
FMR. FMR advised the Boards that Long-Term Government has not been
successful in attracting or retaining assets and that Government Income has
a wider appeal among investors. While the reduction of duplicative funds
and funds with lower assets potentially would benefit FMR, it also should
benefit shareholders by facilitating increased operational efficiencies.
DESCRIPTION OF THE SECURITIES TO BE ISSUED
Fidelity Fixed-Income Trust (the trust) is registered with the Securities
and Exchange Commission (the Commission) as an open-end management
investment company. The trust's trustees are authorized to issue an
unlimited number of shares of beneficial interest of separate series.
Government Income is one of five funds of the trust. Each share of
Government Income represents an equal proportionate interest with each
other share of the Fund, and each such share of Government Income is
entitled to equal voting, dividend, liquidation, and redemption rights.
Each shareholder of the Fund is entitled to one vote for each dollar value
of net asset value of the Fund that shareholder owns. Shares of Government
Income have no preemptive or conversion rights. The voting and dividend
rights, the right of redemption, and the privilege of exchange are
described in the Fund's Prospectus. Shares are fully paid and
nonassessable, except as set forth in the Fund's Statement of Additional
Information under the heading "Shareholder and Trustee Liability."
The trust does not hold annual meetings of shareholders. There will
normally be no meetings of shareholders for the purpose of electing
Trustees unless less than a majority of the Trustees holding office have
been elected by shareholders, at which time the Trustees then in office
will call a shareholders meeting for the election of Trustees. Under the
1940 Act, shareholders of record of at least two-thirds of the outstanding
shares of an investment company may remove a trustee by votes cast in
person or by proxy at a meeting called for that purpose. The Trustees are
required to call a meeting of shareholders for the purpose of voting upon
the question of removal of any Trustee when requested in writing to do so
by the shareholders of record holding at least 10% of the trust's
outstanding shares.
FEDERAL INCOME TAX CONSIDERATIONS
The exchange of Long-Term Government's assets for Government Income's
shares and the assumption of the liabilities of Long-Term Government by
Government Income is intended to qualify for federal income tax purposes as
a tax-free reorganization under the Code. With respect to the
Reorganization, the participating Funds have received an opinion from
Kirkpatrick & Lockhart LLP, counsel to Long-Term Government and Government
Income, substantially to the effect that:
(i) The acquisition by Government Income of all of the assets of Long-Term
Government solely in exchange for Government Income shares and the
assumption by Government Income of Long-Term Government's liabilities,
followed by the distribution by Long-Term Government of Government Income
shares to the shareholders of Long-Term Government pursuant to the
liquidation of Long-Term Government and constructively in exchange for
their Long-Term Government shares will constitute a reorganization within
the meaning of section 368(a)(1)(C) of the Code, and Long-Term Government
and Government Income will each be "a party to a reorganization" within the
meaning of section 368(b) of the Code;
(ii) No gain or loss will be recognized by Long-Term Government upon the
transfer of all of its assets to Government Income in exchange solely for
Government Income shares and Government Income's assumption of Long-Term
Government's liabilities, followed by Long-Term Government's subsequent
distribution of those shares to shareholders in liquidation of Long-Term
Government;
(iii) No gain or loss will be recognized by Government Income upon the
receipt of the assets of Long-Term Government in exchange solely for
Government Income shares and its assumption of Long-Term Government's
liabilities;
(iv) The shareholders of Long-Term Government will recognize no gain or
loss upon the exchange of their Long-Term Government shares solely for
Government Income shares;
(v) The basis of Long-Term Government's assets in the hands of Government
Income will be the same as the basis of those assets in the hands of
Long-Term Government immediately prior to the Reorganization, and the
holding period of those assets in the hands of Government Income will
include the holding period of those assets in the hands of Long-Term
Government;
(vi) The basis of Long-Term Government shareholders in Government Income
shares will be the same as their basis in Long-Term Government shares to be
constructively surrendered in exchange therefor; and
(vii) The holding period of the Government Income shares to be received by
the Long-Term Government shareholders will include the period during which
the Long-Term Government shares to be constructively surrendered in
exchange therefor were held, provided such Long-Term Government shares were
held as capital assets by those shareholders on the date of the
Reorganization.
Shareholders of Long-Term Government should consult their tax advisers
regarding the effect, if any, of the proposed Reorganization in light of
their individual circumstances. Because the foregoing discussion only
related to the federal income tax consequences of the Reorganization, those
shareholders also should consult their tax advisers as to state and local
tax consequences, if any, of the Reorganization.
CAPITALIZATION
The following tables show the capitalization of the Funds as of October
31, 1995 (unaudited) and on a pro forma combined basis (unaudited) as of
that date giving effect to the Reorganization.

<TABLE>
<CAPTION>
<S> <C> <C> <C>
PRO FORMA
LONG-TERM GOVERNMENT GOVERNMENT INCOME COMBINED FUND

Net Assets $92,739,266 $245,660,979 $338,400,245

Net Asset Value Per Share $12.14 $10.43 $10.43

Shares Outstanding 7,637,201 23,561,908 32,453,496

</TABLE>

CONCLUSION
The Agreement and Plan of Reorganization and the transactions provided for
therein were approved by the Boards at a meeting held on November 16, 1995.
The Boards of Trustees of Fidelity Devonshire Trust and Fidelity
Fixed-Income Trust determined that the proposed Reorganization is in the
best interests of shareholders of each Fund and that the interests of
existing shareholders of Long-Term Government and Government Income would
not be diluted as a result of the Reorganization. In the event that the
Reorganization is not consummated, Long-Term Government will continue to
engage in business as a fund of a registered investment company and the
Board of Fidelity Devonshire Trust will consider other proposals for the
reorganization or liquidation of the Fund.

ADDITIONAL INFORMATION ABOUT SPARTAN GOVERNMENT INCOME FUND
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. Six Months Years Ended April 30
Ended
October 31,

2. 1995 1995 1994 1993 1992 1991 1990 1989

3. (Unaudited) 4. 5. 6. 7. 8. 9. 10.

11.Selected Per-Share Data

12.Net asset value,
beginning of period $ 9.950 $ 10.000 $ 10.930 $ 10.900 $ 10.640 $ 10.030 $ 10.050 $ 10.000

13.Income from
Investment Operations .334 .640 .624 .784 .846 .870 .936 .328
Net investment income

14. Net realized and
unrealized gain .476 .055 (.720) .370 .294 .610 .010 .050
(loss)

15. Total from
investment operations .810 .695 (.096) 1.154 1.140 1.480 .946 .378

16.Less Distributions (.330) (.700) (.574) (.704) (.840) (.870) (.936) (.328)
From net investment income

17. In excess of net
investment income - (.045) - - - - - -

18. From net realized
gain - - (.100) (.420) (.040) - (.030) -

19. In excess of net
realized gain - - (.160) - - - - -

20. Total distributions (.330) (.745) (.834) (1.124) (.880) (.870) (.966) (.328)

21.Net asset value,
end of period $ 10.430 $ 9.950 $ 10.000 $ 10.930 $ 10.900 $ 10.640 $ 10.030 $ 10.050

22.Total return, 8.23% 7.32 (1.14) 11.12 11.05 15.27% 9.47% 3.83%
% % % %

23.RATIOS AND SUPPLEMENTAL DATA

24.Net assets, end of
period (000 $ 245,661 $ 239,89 $ 286,654 $ 457,72 $ 482,83 $ 430,443 $ 282,555 $ 21,135
omitted) 9 5 7

25.Ratio of expenses
to average net .65% .65 .65% .65 .65 .53% .16% .65%
assets % % %

26.Ratio of net
investment income to 6.51% 7.34 6.79% 7.11 7.77 8.35% 9.02% 9.26%
average net assets A % % %

27.Portfolio turnover
rate 138% 303 354% 170 59 96% 68% 277%
A % % %

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A ANNUALIZED
B TOTAL RETURNS DO NOT INCLUDE THE ACCOUNT CLOSEOUT FEE 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 FROM DECEMBER 20, 1988 (COMMENCEMENT OF OPERATIONS) TO APRIL 30, 1989.
E THE AMOUNT SHOWN FOR A SHARE OUTSTANDING DOES NOT CORRESPOND WITH THE
AGGREGATE NET LOSS ON INVESTMENTS FOR THE PERIOD ENDED DUE TO THE TIMING OF
SALES AND REPURCHASES OF FUND SHARES IN RELATION TO FLUCTUATING MARKET
VALUES OF THE INVESTMENTS OF THE FUND.
F EFFECTIVE MAY 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.
G FMR VOLUNTARILY AGREED TO REIMBURSE A PORTION OF THE FUND'S EXPENSES
DURING THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE FUND'S EXPENSE RATIO
WOULD HAVE BEEN HIGHER.

MISCELLANEOUS
AVAILABLE INFORMATION. Fidelity Fixed-Income Trust is subject to the
informational requirements of the Securities Exchange Act of 1934 and the
1940 Act, and in accordance therewith files reports, proxy material, and
other information with the Commission. Such reports, proxy material, and
other information can be inspected and copied at the Public Reference Room
maintained by the Commission at 450 Fifth Street, N.W., Washington D.C.
20549. Copies of such material can also be obtained from the Public
Reference Branch Office of Consumer Affairs and Information Services,
Securities and Exchange Commission, Washington D.C. 20549, at prescribed
rates.
LEGAL MATTERS. Certain legal matters in connection with the issuance of
Government Income's shares will be passed upon by Kirkpatrick & Lockhart
LLP, counsel to the trusts.
EXPERTS. The audited financial statements of Government Income,
incorporated by reference into the Statement of Additional Information,
have been examined by Coopers & Lybrand, L.L.P., independent accountants
(Coopers), whose report thereon is included in the Annual Report to
Shareholders for the fiscal year ended April 30, 1995. The audited
financial statements of Long-Term Government, incorporated by reference
into the Statement of Additional Information, have been examined by
Coopers, whose report thereon is included in the Annual Report to
Shareholders for the fiscal year ended January 31, 1995. Unaudited
financial statements for Long-Term Government for the six-month period
ended July 31, 1995 and unaudited financial statements for Government
Income for the six-month period ended October 31, 1995 are also
incorporated by reference. The financial statements audited by Coopers have
been incorporated by reference in reliance on their reports given on their
authority as experts in auditing and accounting.

Exhibit I
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the Agreement) is made as of
the 8th day of March, 1996 by and among Fidelity Devonshire Trust, a
Massachusetts business trust, on behalf of Spartan Long-Term Government
Bond Fund (Long-Term Government), a series of Fidelity Devonshire Trust,
and Fidelity Fixed-Income Trust, a Massachusetts business trust, on behalf
of Spartan Government Income Fund (Government Income), a series of Fidelity
Fixed-Income Trust. Fidelity Devonshire Trust and Fidelity Fixed-Income
Trust may be referred to herein collectively as the "Trusts" or each
individually as a "Trust." Government Income and Long-Term Government may
be referred to herein collectively as the "Funds" or each individually as
the "Fund."
This Agreement is intended to be, and is adopted as, a plan of
reorganization within the meaning of Section 368(a)(1)(C) of the Internal
Revenue Code of 1986, as amended (the Code). The reorganization will
comprise: (a) the transfer of all of the assets of Long-Term Government
to Government Income solely in exchange for shares of beneficial interest
in Government Income (the Government Income Shares) and the assumption by
Government Income of Long-Term Government's liabilities; and (b) the
constructive distribution of such shares by Long-Term Government PRO RATA
to its shareholders in complete liquidation and termination of Long-Term
Government in exchange for all of Long-Term Government's outstanding
shares. Long-Term Government shall receive shares of Government Income
equal in value to the net asset value per share of Long-Term Government
multiplied by the number of shares of Long-Term Government then
outstanding, which Long-Term Government shall then distribute PRO RATA to
its shareholders. The foregoing transactions are referred to herein as the
"Reorganization."
In consideration of the mutual promises and subject to the terms and
conditions herein, the parties covenant and agree as follows:
1. REPRESENTATIONS AND WARRANTIES OF LONG-TERM GOVERNMENT. Long-Term
Government represents and warrants to and agrees with Government Income
that:
(a) Long-Term Government is a series of Fidelity Devonshire Trust, a
business trust duly organized, validly existing, and in good standing under
the laws of the Commonwealth of Massachusetts, and has the power to own all
of its properties and assets and to carry out its obligations under this
Agreement. It has all necessary federal, state, and local authorizations
to carry on its business as now being conducted and to carry out this
Agreement;
(b) Fidelity Devonshire Trust is an open-end, management investment
company duly registered under the Investment Company Act of 1940, as
amended (the 1940 Act), and such registration is in full force and effect;
(c) The Prospectus and Statement of Additional Information of Long-Term
Government dated March 22, 1995, previously furnished to Government Income,
did not and does not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading;
(d) There are no material legal, administrative, or other proceedings
pending or, to the knowledge of Long-Term Government, threatened against
Long-Term Government which assert liability on the part of Long-Term
Government. Long-Term Government knows of no facts which might form the
basis for the institution of such proceedings;
(e) Long-Term Government is not in, and the execution, delivery, and
performance of this Agreement will not result in, violation of any
provision of its Amended and Restated Declaration of Trust or By-laws, or,
to the knowledge of Long-Term Government, of any agreement, indenture,
instrument, contract, lease, or other undertaking to which Long-Term
Government is a party or by which Long-Term Government is bound or result
in the acceleration of any obligation or the imposition of any penalty
under any agreement, judgment or decree to which Long-Term Government is a
party or is bound;
(f) The Statement of Assets and Liabilities, the Statement of Operations,
the Statement of Changes in Net Assets, Per-Share Data and Ratios, and the
Schedule of Investments (including market values) of Long-Term Government
at January 31, 1996, have been audited by Coopers & Lybrand L.L.P.,
independent accountants, and have been furnished to Government Income
together with such unaudited financial statements and schedule of
investments (including market values) for the six month period ended July
31, 1995. Said statements of assets and liabilities and schedules of
investments fairly present the Fund's financial position as of such dates
and said statement of operations and changes in net assets fairly reflect
its results of operations and changes in financial position for the periods
covered thereby in conformity with generally accepted accounting principles
consistently applied;
(g) Long-Term Government has no known liabilities of a material nature,
contingent or otherwise, other than those shown as belonging to it on its
statement of assets and liabilities as of July 31, 1995 and those incurred
in the ordinary course of Long-Term Government's business as an investment
company since July 31, 1995;
(h) The registration statement (Registration Statement) to be filed with
the Securities and Exchange Commission (Commission) by Government Income on
Form N-14 relating to the shares of Government Income issuable hereunder
and the proxy statement of Long-Term Government included therein (Proxy
Statement), on the effective date of the Registration Statement and insofar
as they relate to Long-Term Government (i) will comply in all material
respects with the provisions of the Securities Act of 1933, as amended (the
1933 Act), the Securities Exchange Act of 1934, as amended (the 1934 Act),
and the 1940 Act, and the rules and regulations thereunder, and (ii) will
not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading; and at the time of the shareholders'
meeting referred to in Section 7 and on the Closing Date, the prospectus
contained in the Registration Statement of which the Proxy Statement is a
part (the Prospectus), as amended or supplemented, insofar as it relates to
Long-Term Government, will not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading;
(i) All material contracts and commitments of Long-Term Government (other
than this Agreement) will be terminated without liability to Long-Term
Government prior to the Closing Date (other than those made in connection
with redemptions of shares and the purchase and sale of portfolio
securities made in the ordinary course of business);
(j) No consent, approval, authorization, or order of any court or
governmental authority is required for the consummation by Long-Term
Government of the transactions contemplated by this Agreement, except such
as have been obtained under the 1933 Act, the 1934 Act, the 1940 Act, and
state securities or blue sky laws (which term as used herein shall include
the District of Columbia and Puerto Rico);
(k) Long-Term Government has filed or will file all federal and state tax
returns which, to the knowledge of Long-Term Government's officers, are
required to be filed by Long-Term Government and has paid or will pay all
federal and state taxes shown to be due on said returns or provision shall
have been made for the payment thereof, and, to the best of Long-Term
Government's knowledge, no such return is currently under audit and no
assessment has been asserted with respect to such returns;
(l) Long-Term Government has met the requirements of Subchapter M of the
Code for qualification and treatment as a regulated investment company for
all prior taxable years and intends to meet such requirements for its
current taxable year ending on the Closing Date (as defined in Section 6);
(m) All of the issued and outstanding shares of Long-Term Government are,
and at the Closing Date will be, duly and validly issued and outstanding
and fully paid and nonassessable as a matter of Massachusetts law (except
as disclosed in the Fund's Statement of Additional Information), and have
been offered for sale and in conformity with all applicable federal
securities laws. All of the issued and outstanding shares of Long-Term
Government will, at the Closing Date, be held by the persons and in the
amounts set forth in the list of shareholders submitted to Government
Income in accordance with this Agreement;
(n) At both the Valuation Time (as defined in Section 4) and the Closing
Date (as defined in Section 6), Long-Term Government will have the full
right, power, and authority to sell, assign, transfer, and deliver its
portfolio securities and any other assets of Long-Term Government to be
transferred to Government Income pursuant to this Agreement. At the
Closing Date, subject only to the delivery of Long-Term Government's
portfolio securities and any such other assets as contemplated by this
Agreement, Government Income will acquire Long-Term Government's portfolio
securities and any such other assets subject to no encumbrances, liens, or
security interests (except for those that may arise in the ordinary course
and are disclosed to Government Income) and without any restrictions upon
the transfer thereof; and
(o) The execution, performance, and delivery of this Agreement will have
been duly authorized prior to the Closing Date by all necessary corporate
action on the part of Long-Term Government, and this Agreement constitutes
a valid and binding obligation of Long-Term Government enforceable in
accordance with its terms, subject to shareholder approval.
2. REPRESENTATIONS AND WARRANTIES OF GOVERNMENT INCOME. Government Income
represents and warrants to and agrees with Long-Term Government that:
(a) Government Income is a series of Fidelity Fixed-Income Trust, a
business trust duly organized, validly existing, and in good standing under
the laws of the Commonwealth of Massachusetts, and has the power to own all
of its properties and assets and to carry out its obligations under this
Agreement. It has all necessary federal, state, and local authorizations
to carry on its business as now being conducted and to carry out this
Agreement;
(b) Fidelity Fixed-Income Trust is an open-end, management investment
company duly registered under the 1940 Act, and such registration is in
full force and effect;
(c) The Prospectus and Statement of Additional Information of Government
Income, dated June 24, 1995, previously furnished to Long-Term Government
did not and does not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading;
(d) There are no material legal, administrative, or other proceedings
pending or, to the knowledge of Government Income, threatened against
Government Income which assert liability on the part of Government Income.
Government Income knows of no facts which might form the basis for the
institution of such proceedings;
(e) Government Income is not in, and the execution, delivery, and
performance of this Agreement will not result in, violation of any
provision of its Amended and Restated Declaration of Trust or By-laws, or,
to the knowledge of Government Income, of any agreement, indenture,
instrument, contract, lease, or other undertaking to which Government
Income is a party or by which Government Income is bound or result in the
acceleration of any obligation or the imposition of any penalty under any
agreement, judgment, or decree to which Government Income is a party or is
bound;
(f) The Statement of Assets and Liabilities, the Statement of Operations,
the Statement of Changes in Net Assets, Per-Share Data and Ratios, and the
Schedule of Investments (including market values) of Government Income at
April 30, 1995, have been audited by Coopers & Lybrand L.L.P., independent
accountants, and have been furnished to Long-Term Government together with
such unaudited financial statements and schedule of investments (including
market values) for the six month period ended October 31, 1995. Said
statements of assets and liabilities and schedules of investments fairly
present its financial position as of such dates and said statement of
operations and changes in net assets fairly reflect its results of
operations and changes in financial position for the periods covered
thereby in conformity with generally accepted accounting principles
consistently applied;
(g) Government Income has no known liabilities of a material nature,
contingent or otherwise, other than those shown as belonging to it on its
statement of assets and liabilities as of October 31, 1995 and those
incurred in the ordinary course of Government Income's business as an
investment company since October 31, 1995;
(h) No consent, approval, authorization, or order of any court or
governmental authority is required for the consummation by Government
Income of the transactions contemplated by this Agreement, except such as
have been obtained under the 1933 Act, the 1934 Act, the 1940 Act, and
state securities or blue sky laws (which term as used herein shall include
the District of Columbia and Puerto Rico);
(i) Government Income has filed or will file all federal and state tax
returns which, to the knowledge of Government Income's officers, are
required to be filed by Government Income and has paid or will pay all
federal and state taxes shown to be due on said returns or provision shall
have been made for the payment thereof, and, to the best of Government
Income's knowledge, no such return is currently under audit and no
assessment has been asserted with respect to such returns;
(j) Government Income has met the requirements of Subchapter M of the Code
for qualification and treatment as a regulated investment company for all
prior taxable years and intends to meet such requirements for its current
taxable year ending on October 31, 1996;
(k) By the Closing Date, the shares of beneficial interest of Government
Income to be issued to Long-Term Government will have been duly authorized
and, when issued and delivered pursuant to this Agreement, will be legally
and validly issued and will be fully paid and nonassessable (except as
disclosed in the Fund's Statement of Additional Information) by Government
Income, and no shareholder of Government Income will have any preemptive
right of subscription or purchase in respect thereof;
(l) The execution, performance, and delivery of this Agreement will have
been duly authorized prior to the Closing Date by all necessary corporate
action on the part of Government Income, and this Agreement constitutes a
valid and binding obligation of Government Income enforceable in accordance
with its terms, subject to approval by the shareholders of Long-Term
Government;
(m) The Registration Statement and the Proxy Statement, on the effective
date of the Registration Statement and insofar as they relate to Government
Income, (i) will comply in all material respects with the provisions of the
1933 Act, the 1934 Act, and the 1940 Act, and the rules and regulations
thereunder, and (ii) will not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; and at the time of
the shareholders' meeting referred to in Section 7 and on the Closing Date,
the Prospectus, as amended or supplemented, insofar as it relates to
Government Income, will not contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading;
(n) The issuance of the Government Income Shares pursuant to this
Agreement will be in compliance with all applicable federal securities
laws; and
(o) All of the issued and outstanding shares of beneficial interest of
Government Income have been offered for sale and sold in conformity with
the federal securities laws.
3. REORGANIZATION.
(a) Subject to the requisite approval of the shareholders of Long-Term
Government and to the other terms and conditions contained herein,
Long-Term Government agrees to assign, sell, convey, transfer, and deliver
to Government Income on the Closing Date (as defined in Section 6) all of
the assets of Long-Term Government of every kind and nature existing on the
Closing Date. Government Income agrees in exchange therefor: (i) to
assume all of Long-Term Government's liabilities existing on or after the
Closing Date, whether or not determinable on the Closing Date, and (ii) to
issue and deliver to Long-Term Government the number of full and fractional
shares of Government Income having an aggregate net asset value equal to
the value of the assets of Long-Term Government transferred hereunder, less
the value of the liabilities of Long-Term Government, determined as
provided for under Section 4.
(b) The assets of Long-Term Government to be acquired by Government Income
shall include, without limitation, all cash, cash equivalents, securities,
receivables (including interest or dividends receivables), claims, choses
in action, and other property owned by Long-Term Government, and any
deferred or prepaid expenses shown as an asset on the books of Long-Term
Government on the Closing Date. Long Term Government will pay or cause to
be paid to Government Income any dividend or interest payments received by
it on or after the Closing Date with respect to the assets transferred to
Government Income hereunder, and Government Income will retain any dividend
or interest payments received by it after the Valuation Time (as defined in
Section 4) with respect to the assets transferred hereunder without regard
to the payment date thereof.
(c) The liabilities of Long-Term Government to be assumed by Government
Income shall include (except as otherwise provided for herein) all of
Long-Term Government's liabilities, debts, obligations, and duties, of
whatever kind or nature, whether absolute, accrued, contingent, or
otherwise, whether or not arising in the ordinary course of business,
whether or not determinable on the Closing Date, and whether or not
specifically referred to in this Agreement. Notwithstanding the foregoing,
Long-Term Government agrees to use its best efforts to discharge all of its
known liabilities prior to the Closing Date.
(d) Pursuant to this Agreement, as soon after the Closing Date as is
conveniently practicable (the Liquidation Date), Long-Term Government will
constructively distribute PRO RATA to its shareholders of record,
determined as of the Valuation Time on the Closing Date, the Government
Income Shares in exchange for such shareholders' shares of beneficial
interest in Long-Term Government and Long-Term Government will be
liquidated in accordance with Long-Term Government's Amended and Restated
Declaration of Trust. Such distribution shall be accomplished by the
Funds' transfer agent opening accounts on Government Income's share
transfer books in the names of the Long-Term Government shareholders and
transferring the Government Income Shares thereto. Each Long-Term
Government shareholder's account shall be credited with the respective PRO
RATA number of full and fractional (rounded to the third decimal place)
Government Income Shares due that shareholder. All outstanding Long-Term
Government shares, including any represented by certificates, shall
simultaneously be canceled on Long-Term Government's share transfer
records. Government Income shall not issue certificates representing the
Government Income Shares in connection with the Reorganization.
(e) Any reporting responsibility of Long-Term Government is and shall
remain its responsibility up to and including the date on which it is
terminated.
(f) Any transfer taxes payable upon issuance of the Government Income
Shares in a name other than that of the registered holder on Long-Term
Government's books of the Long-Term Government shares constructively
exchanged for the Government Income Shares shall be paid by the person to
whom such Government Income Shares are to be issued, as a condition of such
transfer.
4. VALUATION.
(a) The Valuation Time shall be 4:00 p.m. Eastern time on the Closing Date
(as defined in Section 6), or such day as may be mutually agreed upon in
writing by the parties hereto (the Valuation Time).
(b) On the Closing Date, Government Income will deliver to Long-Term
Government the number of Government Income Shares having an aggregate net
asset value equal to the value of the assets of Long-Term Government
transferred hereunder less the liabilities of Long-Term Government,
determined as provided in this Section 4.
(c) The net asset value of the Government Income Shares to be delivered to
Long-Term Government, the value of the assets of Long-Term Government
transferred hereunder, and the value of the liabilities of Long-Term
Government to be assumed hereunder shall in each case be determined as of
the Valuation Time.
(d) The net asset value of the Government Income Shares shall be computed
in the manner set forth in the then-current Government Income Prospectus
and Statement of Additional Information, and the value of the assets and
liabilities of Long-Term Government shall be computed in the manner set
forth in the then-current Long-Term Government Prospectus and Statement of
Additional Information.
(e) All computations pursuant to this Section shall be made by or under
the direction of Fidelity Service Co., a division of FMR Corp., in
accordance with its regular practice as pricing agent for Long-Term
Government and Government Income.
5. FEES; EXPENSES.
(a) Pursuant to the Funds' management contracts with Fidelity Management &
Research Company (FMR), FMR will pay all fees and expenses, including
legal, accounting, printing, filing, and proxy solicitation expenses,
portfolio transfer taxes (if any), or other similar expenses incurred in
connection with the transactions contemplated by this Agreement (but not
including costs incurred in connection with the purchase or sale of
portfolio securities).
(b) Each of Government Income and Long-Term Government represents that
there is no person who has dealt with it who by reason of such dealings is
entitled to any broker's or finder's or other similar fee or commission
arising out of the transactions contemplated by this Agreement.
6. CLOSING DATE
(a) The Reorganization, together with related acts necessary to consummate
the same (the Closing), unless otherwise provided herein, shall occur at
the principal office of the Trusts, 82 Devonshire Street, Boston,
Massachusetts, at the Valuation Time on May 31, 1996, or at some other
time, date, and place agreed to by Long-Term Government and Government
Income (the Closing Date).
(b) In the event that on the Closing Date: (i) the market for U.S.
government securities is closed to trading, or (ii) trading thereon is
restricted, or (iii) trading or the reporting of trading on said market or
elsewhere is disrupted, all so that accurate appraisal of the total net
asset value of Long-Term Government and the net asset value per Government
Income Share is impracticable, the Valuation Time and the Closing Date
shall be postponed until the first business day after the day when such
trading shall have been fully resumed and such reporting shall have been
restored, or such other date as the parties may agree.
7. SHAREHOLDER MEETING AND TERMINATION OF LONG-TERM GOVERNMENT
(a) Long-Term Government agrees to call a meeting of its shareholders
after the effective date of the Registration Statement, to consider
transferring its assets to Government Income as herein provided, adopting
this Agreement, and authorizing the liquidation of Long-Term Government.
(b) Long-Term Government agrees that as soon as reasonably practicable
after distribution of the Government Income Shares, Long-Term Government
shall be terminated as a series of Fidelity Devonshire Trust pursuant to
its Amended and Restated Declaration of Trust, any further actions shall be
taken in connection therewith as required by applicable law, and on and
after the Closing Date Long-Term Government shall not conduct any business
except in connection with its liquidation and termination.
8. CONDITIONS TO GOVERNMENT INCOME'S OBLIGATIONS. The obligations of
Government Income hereunder shall be subject to the following conditions:
(a) That Long-Term Government furnishes to Government Income a statement,
dated as of the Closing Date, signed by the Treasurer or Assistant
Treasurer of Long-Term Government, certifying that as of the Valuation Time
and the Closing Date all representations and warranties of Long-Term
Government made in this Agreement are true and correct in all material
respects and that Long-Term Government has complied with all the agreements
and satisfied all the conditions on its part to be performed or satisfied
at or prior to such dates;
(b) That Long-Term Government furnishes Government Income with copies of
the resolutions, certified by an officer of Fidelity Devonshire Trust,
evidencing the adoption of this Agreement and the approval of the
transactions contemplated herein by the requisite vote of the holders of
the outstanding shares of beneficial interest of Long-Term Government;

(c) That, on or prior to the Closing Date, Long-Term Government will
declare one or more dividends or distributions which, together with all
previous such dividends or distributions, shall have the effect of
distributing to the shareholders of Long-Term Government substantially all
of Long-Term Government's investment company taxable income and all of its
net realized capital gain, if any, as of the Closing Date;
(d) That Long-Term Government shall deliver to Government Income at the
Closing a statement of its assets and liabilities, together with a list of
its portfolio securities showing each such security's adjusted tax basis
and holding period by lot, with values determined as provided in Section 4
of this Agreement, all as of the Valuation Time, certified on Long-Term
Government's behalf by its Treasurer or Assistant Treasurer;
(e) That Long-Term Government's custodian shall deliver to Government
Income a certificate identifying the assets of Long-Term Government held by
such custodian as of the Valuation Time on the Closing Date and stating
that at the Valuation Time: (i) the assets held by the custodian will be
transferred to Government Income; (ii) Long-Term Government's assets have
been duly endorsed in proper form for transfer in such condition as to
constitute good delivery thereof; and (iii) to the best of the custodian's
knowledge, all necessary taxes in conjunction with the delivery of the
assets, including all applicable federal and state stock transfer stamps,
if any, have been paid or provision for payment has been made;
(f) That Long-Term Government's transfer agent shall deliver to Government
Income at the Closing a certificate setting forth the number of shares of
Long-Term Government outstanding as of the Valuation Time and the name and
address of each holder of record of any such shares and the number of
shares held of record by each such shareholder;
(g) That Long-Term Government calls a meeting of its shareholders to be
held after the effective date of the Registration Statement, to consider
transferring its assets to Government Income as herein provided, adopting
this Agreement, and authorizing the liquidation and termination of
Long-Term Government;
(h) That Long-Term Government delivers to Government Income a certificate
of an officer, dated the Closing Date, that there has been no material
adverse change in Long-Term Government's financial position since October
31, 1995, other than changes in the market value of its portfolio
securities, or changes due to net redemptions of its shares, dividends
paid, or losses from operations; and
(i) That all of the issued and outstanding shares of beneficial interest
of Long-Term Government shall have been offered for sale and sold in
conformity with all applicable state securities laws and, to the extent
that any audit of the records of Long-Term Government or its transfer agent
by Government Income or its agents shall have revealed otherwise, Long-Term
Government shall have taken all actions that in the opinion of Government
Income are necessary to remedy any prior failure on the part of Long-Term
Government to have offered for sale and sold such shares in conformity with
such laws.
9. CONDITIONS TO OBLIGATIONS OF LONG-TERM GOVERNMENT.
(a) That Government Income shall have executed and delivered to Long-Term
Government an Assumption of Liabilities, certified by an officer of
Fidelity Fixed-Income Trust, dated as of the Closing Date pursuant to which
Government Income will assume all of the liabilities of Long-Term
Government existing at the Valuation Time in connection with the
transactions contemplated by this Agreement;
(b) That Government Income furnishes to Long-Term Government a statement,
dated as of the Closing Date, signed by the Treasurer or Assistant
Treasurer of Government Income, certifying that as of the Valuation Time
and the Closing Date all representations and warranties of Government
Income made in this Agreement are true and correct in all material
respects, and Government Income has complied with all the agreements and
satisfied all the conditions on its part to be performed or satisfied at or
prior to such dates; and
(c) That Long-Term Government shall have received an opinion of
Kirkpatrick & Lockhart LLP, counsel to Long-Term Government and Government
Income, to the effect that the Government Income Shares are duly authorized
and upon delivery to Long-Term Government as provided in this Agreement
will be validly issued and will be fully paid and nonassessable by
Government Income (except as disclosed in Long-Term Government's Statement
of Additional Information) and no shareholder of Government Income has any
preemptive right of subscription or purchase in respect thereof.
10. CONDITIONS TO OBLIGATIONS OF GOVERNMENT INCOME AND LONG-TERM
GOVERNMENT.
(a) That this Agreement shall have been adopted and the transactions
contemplated herein shall have been approved by the requisite vote of the
holders of the outstanding shares of beneficial interest of Long-Term
Government;
(b) That all consents of other parties and all other consents, orders, and
permits of federal, state, and local regulatory authorities (including
those of the Commission and of state Blue Sky and securities authorities,
including "no action" positions of such federal or state authorities)
deemed necessary by Government Income or Long-Term Government to permit
consummation, in all material respects, of the transactions contemplated
hereby shall have been obtained, except where failure to obtain any such
consent, order, or permit would not involve a risk of a material adverse
effect on the assets or properties of Government Income or Long-Term
Government, provided that either party hereto may for itself waive any of
such conditions;
(c) That all proceedings taken by either Fund in connection with the
transactions contemplated by this Agreement and all documents incidental
thereto shall be satisfactory in form and substance to it and its counsel,
Kirkpatrick & Lockhart LLP;
(d) That there shall not be any material litigation pending with respect
to the matters contemplated by this Agreement;
(e) That the Registration Statement shall have become effective under the
1933 Act, and no stop order suspending such effectiveness shall have been
instituted or, to the knowledge of Government Income and Long-Term
Government, threatened by the Commission; and
(f) That Government Income and Long-Term Government shall have received an
opinion of Kirkpatrick & Lockhart LLP satisfactory to Government Income and
Long-Term Government that for federal income tax purposes:
(i) The Reorganization will be a reorganization under section
368(a)(1)(C) of the Code, and Long-Term Government and Government Income
will each be parties to the Reorganization under section 368(b) of the
Code;
(ii) No gain or loss will be recognized by Long-Term Government upon the
transfer of all of its assets to Government Income in exchange solely for
the Government Income Shares and the assumption of Long-Term Government's
liabilities followed by the distribution of those Government Income Shares
to the shareholders of Long-Term Government;
(iii) No gain or loss will be recognized by Government Income on the
receipt of Long-Term Government's assets in exchange solely for the
Government Income Shares and the assumption of Long-Term Government's
liabilities;
(iv) The basis of Long-Term Government's assets in the hands of
Government Income will be the same as the basis of such assets in Long-Term
Government's hands immediately prior to the Reorganization;
(v) Government Income's holding period in the assets to be received from
Long-Term Government will include Long-Term Government's holding period in
such assets;
(vi) A Long-Term Government shareholder will recognize no gain or loss on
the exchange of his or her shares of beneficial interest in Long-Term
Government for the Government Income Shares in the Reorganization;
(vii) A Long-Term Government shareholder's basis in the Government Income
Shares to be received by him or her will be the same as his or her basis in
the Long-Term Government shares exchanged therefor;
(viii) A Long-Term Government shareholder's holding period for his or
her Government Income Shares will be determined by including the period for
which he or she held the Long-Term Government shares exchanged therefor,
provided that those Long-Term Government shares were held as capital assets
on the date of the Reorganization.

Notwithstanding anything herein to the contrary, each of Long-Term
Government and Government Income may not waive the conditions set forth in
this subsection 10(f).
11. COVENANTS OF GOVERNMENT INCOME AND LONG-TERM GOVERNMENT.
(a) Government Income and Long-Term Government each covenants to operate
its respective business in the ordinary course between the date hereof and
the Closing Date, it being understood that such ordinary course of business
will include the payment of customary dividends and distributions;
(b) Long-Term Government covenants that it is not acquiring the Government
Income Shares for the purpose of making any distribution other than in
accordance with the terms of this Agreement;
(c) Long-Term Government covenants that it will assist Government Income
in obtaining such information as Government Income reasonably requests
concerning the beneficial ownership of Long-Term Government's shares; and
(d) Long-Term Government covenants that its liquidation and termination
will be effected in the manner provided in its Amended and Restated
Declaration of Trust in accordance with applicable law and after the
Closing Date, Long-Term Government will not conduct any business except in
connection with its liquidation and termination.
12. TERMINATION; WAIVER.
Government Income and Long-Term Government may terminate this Agreement by
mutual agreement. In addition, either Government Income or Long-Term
Government may at its option terminate this Agreement at or prior to the
Closing Date because:
(i) of a material breach by the other of any representation, warranty, or
agreement contained herein to be performed at or prior to the Closing Date;
or
(ii) a condition herein expressed to be precedent to the obligations of
the terminating party has not been met and it reasonably appears that it
will not or cannot be met.
In the event of any such termination, there shall be no liability for
damages on the part of Long-Term Government or Government Income, or their
respective Trustees or officers.
13. SOLE AGREEMENT; AMENDMENTS; WAIVERS; SURVIVAL OF WARRANTIES.
(a) This Agreement supersedes all previous correspondence and oral
communications between the parties regarding the subject matter hereof,
constitutes the only understanding with respect to such subject matter, may
not be changed except by a letter of agreement signed by each party hereto
and shall be construed in accordance with and governed by the laws of the
Commonwealth of Massachusetts.
(b) This Agreement may be amended, modified, or supplemented in such
manner as may be mutually agreed upon in writing by the respective
President, any Vice President, or Treasurer of Government Income or
Long-Term Government; provided, however, that following the shareholders'
meeting called by Long-Term Government pursuant to Section 7 of this
Agreement, no such amendment may have the effect of changing the provisions
for determining the number of Government Income Shares to be paid to
Long-Term Government shareholders under this Agreement to the detriment of
such shareholders without their further approval.
(c) Either Fund may waive any condition to its obligations hereunder,
provided that such waiver does not have any material adverse effect on the
interests of such Fund's shareholders.
The representations, warranties, and covenants contained in the Agreement,
or in any document delivered pursuant hereto or in connection herewith,
shall survive the consummation of the transactions contemplated hereunder.

14. DECLARATIONS OF TRUST.
A copy of the Declaration of Trust of each Fund, as restated and amended,
is on file with the Secretary of State of the Commonwealth of
Massachusetts, and notice is hereby given that this instrument is executed
on behalf of the Trustees of each Fund as trustees and not individually and
that the obligations of each Fund under this instrument are not binding
upon any of such Fund's Trustees, officers, or shareholders individually
but are binding only upon the assets and property of such Fund. Each Fund
agrees that its obligations hereunder apply only to such Fund and not to
its shareholders individually or to the Trustees of such Fund.
15. ASSIGNMENT.
This Agreement shall bind and inure to the benefit of the parties hereto
and their respective successors and assigns, but no assignment or transfer
of any rights or obligations hereunder shall be made by any party without
the written consent of the other parties. Nothing herein expressed or
implied is intended or shall be construed to confer upon or give any
person, firm, or corporation other than the parties hereto and their
respective successors and assigns any rights or remedies under or by reason
of this Agreement.
This Agreement may be executed in any number of counterparts, each of
which, when executed and delivered, shall be deemed to be an original.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed by an appropriate officer.
SIGNATURE LINES OMITTED

SUPPLEMENT TO THE
SPARTAN(registered trademark)
SHORT-INTERMEDIATE
GOVERNMENT FUND
AND
SPARTAN(registered trademark)
GOVERNMENT INCOME
FUND PROSPECTUS
DATED JUNE 24, 1995
The following information
replaces the similar
information found in the
"Expenses" section on page
5.
SPARTAN SHORT-INTERMEDIATE
Management fee (after
reimbursement) 0.50%
12b-1 fee
None
Other expenses
0.00%
Total fund operating expenses
0.50%
SPARTAN SHORT-INTERMEDIATE
Account open
Acount closed
After 1 year $5 $10
After 3 years $16 $21
After 5 years $28 $33
After 10 years $63 $68

FMR has voluntarily agreed to
temporarily limit Spartan
Short-Intermediate
Government's operating
expenses to .50% of its
average net assets. If this
agreement were not in effect,
the management fee, other
expenses, and total operating
expenses would be .65%,
.00%, and .65%, respectively.
Expenses eligible for
reimbursement do not include
interest, taxes, brokerage
commissions, or extraordinary
expenses.

SSG/SPG-95-4 September 1, 1995
SSG/SPG-95-4 September 1, 1995
Please read this prospectus before investing, and keep it on file for
future reference. It contains important information, including how each
fund invests and the services available to shareholders.
To learn more about the funds and their investments, you can obtain a copy
of each fund's most recent financial report and portfolio listing, and a
copy of the funds' Statement of Additional Information (SAI) dated June 24,
1995. The SAI has been filed with the Securities and Exchange Commission
(SEC) and is incorporated herein by reference (legally forms a part of the
prospectus). For a free copy of any of these documents, call Fidelity at
1-800-544-8888.
Mutual fund shares are not deposits or obligations of, or guaranteed by,
any depository institution. Shares are not insured by the FDIC, the Federal
Reserve Board, or any other agency, and are subject to investment risk,
including the possible loss of principal.

SPARTAN(registered trademark)
SHORT-INTERMEDIATE
GOVERNMENT
FUND
and
SPARTAN(registered trademark)
GOVERNMENT
INCOME
FUND
Each fund invests in U.S. government securities. Spartan Short-Intermediate
Government seeks high current income with preservation of capital. Spartan
Government Income seeks high current income.
PROSPECTUS
JUNE 24, 1995(FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET, BOSTON, MA 02109

CONTENTS

KEY FACTS THE FUNDS AT A GLANCE

WHO MAY WANT TO INVEST

EXPENSES Each fund's yearly
operating expenses.

FINANCIAL HIGHLIGHTS A summary
of each fund's financial data.

PERFORMANCE How each fund has
done over time.

THE FUNDS IN DETAIL CHARTER How each fund is
organized.

INVESTMENT PRINCIPLES AND RISKS
Each fund's overall approach to
investing.

BREAKDOWN OF EXPENSES How
operating costs are calculated and
what they include.

YOUR ACCOUNT DOING BUSINESS WITH FIDELITY

TYPES OF ACCOUNTS Different
ways to set up your account,
including tax-sheltered retirement
plans.

HOW TO BUY SHARES Opening an
account and making additional
investments.

HOW TO SELL SHARES Taking money
out and closing your account.

INVESTOR SERVICES Services to
help you manage your account.

SHAREHOLDER AND DIVIDENDS, CAPITAL GAINS, AND
ACCOUNT POLICIES TAXES

TRANSACTION DETAILS Share price
calculations and the timing of
purchases and redemptions.

EXCHANGE RESTRICTIONS

KEY FACTS

THE FUNDS AT A GLANCE
MANAGEMENT: Fidelity Management & Research Company (FMR) is the management
arm of Fidelity Investments, which was established in 1946 and is now
America's largest mutual fund manager.
As with any mutual fund, there is no assurance that a fund will achieve its
goal.
SPARTAN SHORT-INTERMEDIATE
GOAL: High current income with preservation of capital.
STRATEGY: Invests mainly in securities fully guaranteed by the U.S.
government while normally maintaining an average maturity of two to five
years.
SIZE: As of April 30, 1995, the fund had over $93 million in assets.
SPARTAN GOV'T. INCOME
GOAL: High current income.
STRATEGY: Invests mainly in securities of any maturity issued or guaranteed
by the U.S. government and its agencies.
SIZE: As of April 30, 1995, the fund had over $239 million in assets.
WHO MAY WANT TO INVEST
Either fund may be appropriate for investors who seek high current income
from a portfolio of U.S. government securities. A fund's level of risk and
potential reward depend on the quality and maturity of its investments.
Because Spartan Government Income can invest in securities with any
maturity, it has the potential for higher yields, but also carries a higher
degree of risk.
The value of the funds' investments and the income they generate will vary
from day to day, and generally reflect interest rates, market conditions,
and other economic and political news. When you sell your shares, they may
be worth more or less than what you paid for them. By themselves, these
funds do not constitute a balanced investment plan.
The Spartan family of funds is designed for cost-conscious investors
looking for higher yields through lower costs. The Spartan
Approach(registered trademark) requires investors to make high minimum
investments and, in some cases, to pay for individual transactions.
THE SPECTRUM OF
FIDELITY FUNDS
Broad categories of Fidelity
funds are presented here in
order of ascending risk.
Generally, investors seeking
to maximize return must
assume greater risk. The
funds in this prospectus are
in the INCOME category.
(solid bullet) MONEY MARKET Seeks
income and stability by
investing in high-quality,
short-term investments.
(right arrow) INCOME Seeks income by
investing in bonds.
(solid bullet) GROWTH AND INCOME
Seeks long-term growth and
income by investing in stocks
and bonds.
(solid bullet) GROWTH Seeks long-term
growth by investing mainly
in stocks.
(checkmark)
EXPENSES
SHAREHOLDER TRANSACTION EXPENSES are charges you pay when you buy, sell or
hold shares of a fund. See page for more information about these fees.
Maximum sales charge on purchases and
reinvested distributions None
Deferred sales charge on redemptions None
Exchange and wire transaction fees $5.00
Checkwriting fee, per check written $2.00
Account closeout fee $5.00
Annual account maintenance fee
(for accounts under $2,500) $12.00
THESE FEES ARE WAIVED if your account balance at the time of the
transaction is $50,000 or more.
ANNUAL FUND OPERATING EXPENSES are paid out of each fund's assets. Each
fund pays a management fee to FMR. Expenses are factored into each fund's
share price or dividends and are not charged directly to shareholder
accounts (see page ).
The following are projections based on historical expenses, and are
calculated as a percentage of average net assets.
SPARTAN SHORT-INTERMEDIATE
Management fee .65%

12b-1 fee None

Other expenses .00%

Total fund operating expenses .65%

SPARTAN GOV'T. INCOME
Management fee .65%

12b-1 fee None

Other expenses .00%

Total fund operating expenses .65%

EXAMPLES: Let's say, hypothetically, that each fund's annual return is 5%
and that its operating expenses are exactly as just described. For every
$1,000 you invested, here's how much you would pay in total expenses after
the number of years indicated, first assuming that you leave your account
open, and then assuming that you close your account at the end of the
period:
SPARTAN SHORT-INTERMEDIATE
Account Account
open closed

After 1 year $ 7 $ 12

After 3 years $ 21 $ 26

After 5 years $ 36 $ 41

After 10 years $ 81 $ 86

SPARTAN GOV'T. INCOME
Account Account
open closed

After 1 year $ 7 $ 12

After 3 years $ 21 $ 26

After 5 years $ 36 $ 41

After 10 years $ 81 $ 86

These examples illustrate the effect of expenses, but are not meant to
suggest actual or expected costs or returns, all of which may vary.
FINANCIAL HIGHLIGHTS
The tables that follow are included in each fund's Annual Report and have
been audited by Coopers & Lybrand L.L.P., independent accountants. Their
reports on the financial statements and financial highlights are included
in the Annual Reports. The financial statements and financial highlights
are incorporated by reference into (are legally a part of) the funds'
Statement of Additional Information.
SPARTAN SHORT-INTERMEDIATE GOVERNMENT

<TABLE>
<CAPTION>
<S> <C> <C> <C>
28.Selected Per-Share Data and Ratios

29.Years Ended April 30 1993D 1994 1995

30.Net asset value, beginning of period $ 10.000 $ 10.090 $ 9.490

31.Income from Investment Operations .257 .616 .665
Net investment income

32. Net realized and unrealized gain (loss) on .083 (.579) (.065)
investments E

33. Total from investment operations .340 .037 .600

34.Less Distributions (.250) (.617) (.650)
From net investment income

35. In excess of net investment income -- (.010) --

36. In excess of net realized gain on investments -- (.010) --

37. Total distributions (.250) (.637) (.650)

38.Net asset value, end of period $ 10.090 $ 9.490 $ 9.440

39.Total returnB,C 3.43 .29 6.60
% % %

40.Net assets, end of period (000 omitted) $ 54,853 $ 53,726 $ 93,888

41.Ratio of expenses to average net assets .02 .10 .10
%A % %

42.Ratio of expenses to average net assets before .65 .65 .65
expense reductions %A % %

43.Ratio of net investment income to average net assets 7.28 7.33 7.35
%A % %

44.Portfolio turnover rate 587 271 282
%A % %

</TABLE>

A ANNUALIZED.
B TOTAL RETURNS DO NOT INCLUDE THE ACCOUNT CLOSEOUT FEE AND PERIODS LESS
THAN ONE YEAR ARE NOT ANNUALIZED.
C TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED
DURING THE PERIODS SHOWN.
D FROM DECEMBER 18, 1992 (COMMENCEMENT OF OPERATIONS) TO APRIL 30, 1993.
E THE AMOUNT SHOWN FOR A SHARE OUTSTANDING DOES NOT CORRESPOND WITH THE
AGGREGATE NET GAIN ON INVESTMENTS FOR THE PERIOD ENDED DUE TO THE TIMING OF
SALES AND REPURCHASES OF FUND SHARES IN RELATION TO FLUCTUATING MARKET
VALUES OF THE INVESTMENTS OF THE FUND.
SPARTAN GOVERNMENT INCOME

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
45.Selected Per-Share Data
and Ratios

46.Years Ended 1989D 1990 1991 1992 1993 1994 1995
April 30

47.Net asset $ 10.000 $ 10.050 $ 10.030 $ 10.640 $ 10.900 $ 10.930 $ 10.000
value, beginning
of period

48.Income from .328 .936 .870 .846 .784 .624 .640
Investment
Operations
Net investment
income

49. Net realized .050 .010 .610 .294 .370 (.720) .055E
and unrealized
gain (loss) on
investments

50. Total from .378 .946 1.480 1.140 1.154 (.096) .695
investment
operations

51.Less (.328) (.936) (.870) (.840) (.704) (.574) (.700)
Distributions
From net
investment
income

52. In excess of -- -- -- -- -- -- (.045)
net
investment
income

53. From net -- (.030) -- (.040) (.420) (.100) --
realized gain
on investments

54. In excess of -- -- -- -- -- (.160) --
net realized
gain on
investments

55. Total (.328) (.966) (.870) (.880) (1.124) (.834) (.745)
distributions

56.Net asset $ 10.050 $ 10.030 $ 10.640 $ 10.900 $ 10.930 $ 10.000 $ 9.950
value, end
of period

57.Total returnB,C 3.83 9.47 15.27 11.05 11.12 (1.14) 7.32
% % % % % % %

58.Net assets, end $ 21,135 $ 282,55 $ 430,44 $ 482,83 $ 457,72 $ 286,65 $ 239,89
of period (000 5 3 7 5 4 9
omitted)

59.Ratio of .65 .16 .53 .65 .65 .65 .65
expenses to %A % % % % % %
average net assets

60.Ratio of .65 .65 .65 .65 .65 .65 .65
expenses to %A % % % % % %
average net assets
before expense
reductions

61.Ratio of net 9.26 9.02 8.35 7.77 7.11 6.79 7.34
investment income %A % % % % % %
to average net
assets

62.Portfolio 277 68 96 59 170 354 303
turnover rate %A % % % % % %

</TABLE>

A ANNUALIZED.
B TOTAL RETURNS DO NOT INCLUDE THE ACCOUNT CLOSEOUT FEE 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 SOME OF THE PERIODS SHOWN.
D FROM DECEMBER 20, 1988 (COMMENCEMENT OF OPERATIONS) TO APRIL 30, 1989.
E THE AMOUNT SHOWN FOR A SHARE OUTSTANDING DOES NOT CORRESPOND WITH THE
AGGREGATE NET LOSS ON INVESTMENTS FOR THE PERIOD ENDED DUE TO THE TIMING OF
SALES AND REPURCHASES OF FUND SHARES IN RELATION TO FLUCTUATING MARKET
VALUES OF THE INVESTMENTS OF THE FUND.
PERFORMANCE
Bond fund performance can be measured as TOTAL RETURN or YIELD. The total
returns that follow are based on historical fund results and reflect the $5
account closeout fee but do not reflect effect of taxes or any transaction
fees you may have paid. The figures would be lower if fees were taken into
account.
Each fund's fiscal year runs from May 1 through April 30. The tables below
show each fund's performance over past fiscal years compared to two
measures: a comparative index (Salomon Brothers 1 to 5 Year Treasury Index
for Spartan Short-Intermediate Government and Salomon Brothers
Treasury/Agency Index for Spartan Government Income) and inflation (CPI).
The charts on page 9 compare each fund's calendar-year performance with
that of their respective index and do not reflect the effect of the $5
account closeout fee.
SPARTAN SHORT-INTERMEDIATE
Fiscal periods ended Past 1 Life of
April 30, 1995 year fundA
Average 6.58 4.33
annual % %
total return

Cumulative 6.58 10.56
total return % %

Salomon 5.86 n/a
Brothers 1 to 5 %
Year Treasury
Index
(average
annual)

Consumer 3.05 2.96
Price Index % %
(average
annual)

Consumer 3.05 7.05
Price Index % %
(cumulative)

SPARTAN GOV'T. INCOME
Fiscal periods ended Past 1 Past 5 Life of
April 30, 1995 year years fundB
Average 7.31 8.58 8.85
annual % % %
total return

Cumulative 7.31 50.91 71.52
total return % % %

Salomon 6.50 9.27 n/a
Brothers % %
Treasury/Agen
cy Index
(average
annual)

Salomon 6.50 55.80 n/a
Brothers % %
Treasury/Agen
cy Index
(cumulative)

Consumer 3.05 3.34 3.72
Price Index % % %
(average
annual)

Consumer 3.05 17.84 26.06
Price Index % % %
(cumulative)

A FROM DECEMBER 18, 1992
B FROM DECEMBER 20, 1988
UNDERSTANDING
PERFORMANCE
Because these funds invest
in fixed-income securities,
their performance is related
to changes in interest rates.
Funds that hold short-term
bonds are usually less
affected by changes in
interest rates than long-term
bond funds. For that reason,
long-term bond funds typically
offer higher yields and carry
more risk than short-term
bond funds.
(checkmark)
EXPLANATION OF TERMS
SPARTAN SHORT-INTERMEDIATE GOVERNMENT
Calendar year total returns 1993 1994
Spartan Short-Intermediate Government
5.68% -0.52%
Salomon Bros. 1 to 5 Year Treasury Index
6.89% -0.79%
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 1, Col: 2, Value: nil
Row: 2, Col: 1, Value: nil
Row: 2, Col: 2, Value: nil
Row: 3, Col: 1, Value: nil
Row: 3, Col: 2, Value: nil
Row: 4, Col: 1, Value: nil
Row: 4, Col: 2, Value: nil
Row: 5, Col: 1, Value: nil
Row: 5, Col: 2, Value: nil
Row: 6, Col: 1, Value: nil
Row: 6, Col: 2, Value: nil
Row: 7, Col: 1, Value: nil
Row: 7, Col: 2, Value: nil
Row: 8, Col: 1, Value: nil
Row: 8, Col: 2, Value: nil
Row: 9, Col: 1, Value: 5.68
Row: 9, Col: 2, Value: 6.89
Row: 10, Col: 1, Value: -0.52
Row: 10, Col: 2, Value: -0.79
(large solid box) Spartan
Short-
Intermediate
Gov't.
(large hollow box) Salomon
Bros.
1 to 5 Year

SPARTAN GOVERNMENT INCOME
Calendar year total returns 1989 1990 1991 1992 1993 1994
Spartan Government Income 15.23% 9.17% 15.11% 7.12% 7.3
4% -3.59%
Salomon Bros. Treasury/Agency Index 14.24% 8.78% 15.33% 7.2
4% 10.74% -3.40%
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 1, Col: 2, Value: nil
Row: 2, Col: 1, Value: nil
Row: 2, Col: 2, Value: nil
Row: 3, Col: 1, Value: nil
Row: 3, Col: 2, Value: nil
Row: 4, Col: 1, Value: nil
Row: 4, Col: 2, Value: nil
Row: 5, Col: 1, Value: 15.23
Row: 5, Col: 2, Value: 14.24
Row: 6, Col: 1, Value: 9.17
Row: 6, Col: 2, Value: 8.779999999999999
Row: 7, Col: 1, Value: 15.11
Row: 7, Col: 2, Value: 15.33
Row: 8, Col: 1, Value: 7.119999999999999
Row: 8, Col: 2, Value: 7.24
Row: 9, Col: 1, Value: 7.34
Row: 9, Col: 2, Value: 10.74
Row: 10, Col: 1, Value: 3.59
Row: 10, Col: 2, Value: -3.4
(large solid box) Spartan
Gov't.
Income
(large hollow box) Salomon
Bros.
Treasury/Ag
ency

TOTAL RETURN is the change in value of an investment in a fund over a given
period, assuming reinvestment of any dividends and capital gains. A
CUMULATIVE TOTAL RETURN reflects actual performance over a stated period of
time. An AVERAGE ANNUAL TOTAL RETURN is a hypothetical rate of return that,
if achieved annually, would have produced the same cumulative total return
if performance had been constant over the entire period. Average annual
total returns smooth out variations in performance; they are not the same
as actual year-by-year results.
YIELD refers to the income generated by an investment in a fund over a
given period of time, expressed as an annual percentage rate. Yields are
calculated according to a standard that is required for all stock and bond
funds. Because this differs from other accounting methods, the quoted yield
may not equal the income actually paid to shareholders.
THE CONSUMER PRICE INDEX is a widely recognized measure of inflation
calculated by the U.S. government.
The funds' recent strategies, performance, and holdings are detailed twice
a year in financial reports, which are sent to all shareholders. For
current performance or a free annual report, call 1-800-544-8888.
TOTAL RETURNS AND YIELDS ARE BASED ON PAST RESULTS AND ARE NOT AN
INDICATION OF FUTURE PERFORMANCE.
THE FUNDS IN DETAIL

CHARTER
EACH FUND IS A MUTUAL FUND: an investment that pools shareholders' money
and invests it toward a specified goal. In technical terms, each fund is
currently a diversified fund of Fidelity Fixed-Income Trust, an open-end
management investment company organized as a Massachusetts business trust
on September 5, 1984.
EACH FUND IS GOVERNED BY A BOARD OF TRUSTEES, which is responsible for
protecting the interests of shareholders. The trustees are experienced
executives who meet throughout the year to oversee the funds' activities,
review contractual arrangements with companies that provide services to the
funds, and review performance. The majority of trustees are not otherwise
affiliated with Fidelity.
THE FUNDS MAY HOLD SPECIAL MEETINGS AND MAIL PROXY MATERIALS. These
meetings may be called to elect or remove trustees, change fundamental
policies, approve a management contract, or for other purposes.
Shareholders not attending these meetings are encouraged to vote by proxy.
Fidelity will mail proxy materials in advance, including a voting card and
information about the proposals to be voted on. The number of votes you are
entitled to is based upon the dollar value of your investment.
FMR AND ITS AFFILIATES
The funds are managed by FMR, which chooses their investments and handles
their business affairs.
Curtis Hollingsworth is manager of Spartan Short-Intermediate Government,
which he has managed since December 1992. Mr. Hollingsworth also manages
Short-Intermediate Government, Institutional Short-Intermediate Government,
Spartan Limited Maturity Government, and Spartan Long-Term Government.
Previously, he managed Government Securities and Advisor Government
Investment. Mr. Hollingsworth joined Fidelity in 1983.
Robert Ives is manager of Spartan Government Income, which he has managed
since October 1993. Mr. Ives also manages Government Securities, Advisor
Annuity Government Investment and Advisor Government Investment.
Previously, he managed Ginnie Mae and Spartan Ginnie Mae. Mr. Ives joined
Fidelity in 1991, after receiving an M.B.A. from the University of Chicago.
Previously, Mr. Ives was a consultant to the U.S. Air Force for MITRE Corp.
and an engineer at Bell Labs.
Fidelity investment personnel may invest in securities for their own
account pursuant to a code of ethics that establishes procedures for
personal investing and restricts certain transactions.
Fidelity Distributors Corporation (FDC) distributes and markets Fidelity's
funds and services. Fidelity Service Co. (FSC) performs transfer agent
servicing functions for the funds.
FMR Corp. is the parent company of FMR. Through ownership of voting common
stock, members of the Edward C. Johnson 3d family form a controlling group
with respect to FMR Corp. Changes may occur in the Johnson family group,
through death or disability, which would result in changes in each
individual family member's holding of stock. Such changes could result in
one or more family members becoming holders of over 25% of the stock. FMR
Corp. has received an opinion of counsel that changes in the composition of
the Johnson family group under these circumstances would not result in the
termination of the fund's management or distribution contracts and,
accordingly, would not require a shareholder vote to continue operation
under those contracts.
To carry out the funds' transactions, FMR may use its broker-dealer
affiliates and other firms that sell fund shares, provided that a fund
receives services and commission rates comparable to those of other
broker-dealers.
INVESTMENT PRINCIPLES AND RISKS
SPARTAN SHORT-INTERMEDIATE GOVERNMENT seeks as high a level of current
income as is consistent with preservation of capital. FMR normally invests
at least 65% of the fund's total assets in U.S. government securities whose
principal and interest payments are backed by the full faith and credit of
the U.S. government, and in repurchase agreements secured by U.S.
government securities. Although the fund can invest in securities of any
maturity, the fund maintains a dollar-weighted average maturity of two to
five years under normal conditions. In determining a security's maturity
for purposes of calculating the fund's average maturity, an estimate of the
average time for its principal to be paid may be used. This can be
substantially shorter than its stated final maturity.
SPARTAN GOVERNMENT INCOME seeks a high level of current income by investing
principally in securities issued or guaranteed by the U.S. government or
its agencies or instrumentalities. FMR normally invests at least 65% of the
fund's total assets in these securities. The fund has no restrictions on
maturity, but it generally invests in medium and long-term securities and
maintains an interest rate sensitivity that approximates that of government
bonds with maturities between five and ten years.
EACH FUND intends to invest exclusively in U.S. government securities, or
in instruments that are backed by or related to, government securities.
Both funds may also invest in futures contracts and other derivatives to
adjust their investment exposure. In seeking the objective for each fund,
FMR considers the level of risk of an investment in relation to its total
return potential. Spartan Short-Intermediate Government normally limits its
average maturity to between two and five years and invests in securities
backed by the full faith and credit of the U.S. government. Spartan
Government Income has no stated maturity policy but generally invests in a
broader range of government securities with longer maturities.
Each fund's yield and share price change daily and are based on changes in
interest rates, market conditions, other economic and political news, and
on the quality and maturity of its investments. In general, bond prices
rise when interest rates fall, and vice versa. This effect is usually more
pronounced for longer-term securities. FMR may use various investment
techniques to hedge a portion of the funds' risks, but there is no
guarantee that these strategies will work as intended. When you sell your
shares of the funds, they may be worth more or less than what you paid for
them. It is important to note that neither the funds nor their yields are
guaranteed by the U.S. government.
FMR normally invests each fund's assets according to its investment
strategy. Each fund also reserves the right to invest without limitation in
investment-grade money market or short-term debt instruments for temporary,
defensive purposes.
SECURITIES AND INVESTMENT PRACTICES
The following pages contain more detailed information about types of
instruments in which a fund may invest, and strategies FMR may employ in
pursuit of a fund's investment objective. A summary of risks and
restrictions associated with these instrument types and investment
practices is included as well. A complete listing of each fund's policies
and limitations and more detailed information about the funds' investments
are contained in the funds' SAI. Policies and limitations are considered at
the time of purchase; the sale of instruments is not required in the event
of a subsequent change in circumstances.
FMR may not buy all of these instruments or use all of these techniques to
the full extent permitted unless it believes that doing so will help the
funds achieve their goals. Current holdings and recent investment
strategies are detailed in the funds' financial reports which are sent to
shareholders twice a year. For a free SAI or financial report, call
1-800-544-8888.
DEBT SECURITIES. Bonds and other debt instruments are used by issuers to
borrow money from investors. The issuer pays the investor a fixed or
variable rate of interest, and must repay the amount borrowed at maturity.
Some debt securities, such as zero coupon bonds, do not pay current
interest, but are purchased at a discount from their face values. In
general, bond prices rise when interest rates fall, and vice versa. Debt
securities have varying degrees of quality and varying levels of
sensitivity to changes in interest rates. Longer-term bonds are generally
more sensitive to interest rate changes than short-term bonds.
U.S. GOVERNMENT SECURITIES are high-quality debt securities issued or
guaranteed by the U.S. Treasury or by an agency or instrumentality of the
U.S. government. Not all U.S. government securities are backed by the full
faith and credit of the United States. For example, securities issued by
the Federal Farm Credit Bank or by the Federal National Mortgage
Association are supported by the instrumentality's right to borrow money
from the U.S. Treasury under certain circumstances. However, securities
issued by the Financing Corporation are supported only by the credit of the
entity that issued them.
ASSET-BACKED AND MORTGAGE SECURITIES include interests in pools of
lower-rated debt securities, or consumer loans or mortgages, or complex
instruments such as collateralized mortgage obligations and stripped
mortgage-backed securities. The value of these securities may be
significantly affected by changes in interest rates, the market's
perception of the issuers, and the creditworthiness of the parties
involved. Some securities may have a structure that makes their reaction to
interest rates and other factors difficult to predict, making their value
highly volatile. These securities may also be subject to prepayment risk.
STRIPPED SECURITIES are the separate income or principal components of a
debt security. Their risks are similar to those of other debt securities,
although they may be more volatile and the value of certain types of
stripped securities may move in the same direction as interest rates.
REPURCHASE AGREEMENTS. In a repurchase agreement, a fund buys a security at
one price and simultaneously agrees to sell it back at a higher price.
Delays or losses could result if the other party to the agreement defaults
or becomes insolvent.
ADJUSTING INVESTMENT EXPOSURE. A fund can use various techniques to
increase or decrease its exposure to changing security prices, interest
rates, or other factors that affect security values. These techniques may
involve derivative transactions such as buying and selling options and
futures contracts, entering into swap agreements, and purchasing indexed
securities.
FMR can use these practices to adjust the risk and return characteristics
of a fund's portfolio of investments. If FMR judges market conditions
incorrectly or employs a strategy that does not correlate well with the
fund's investments, these techniques could result in a loss, regardless of
whether the intent was to reduce risk or increase return. These techniques
may increase the volatility of the fund and may involve a small investment
of cash relative to the magnitude of the risk assumed. In addition, these
techniques could result in a loss if the counterparty to the transaction
does not perform as promised.
ILLIQUID SECURITIES. Some investments may be determined by FMR, under the
supervision of the Board of Trustees, to be illiquid, which means that they
may be difficult to sell promptly at an acceptable price. Difficulty in
selling securities may result in a loss or may be costly to a fund.
RESTRICTIONS: A fund may not purchase a security if, as a result, more than
10% of its assets would be invested in illiquid securities.
WHEN-ISSUED AND DELAYED-DELIVERY TRANSACTIONS are trading practices in
which payment and delivery for the securities take place at a future date.
The market value of a security could change during this period, which could
affect a fund's yield.
BORROWING. A fund may borrow from banks or from other funds advised by FMR,
or through reverse repurchase agreements. If a fund borrows money, its
share price may be subject to greater fluctuation until the borrowing is
paid off. If the fund makes additional investments while borrowings are
outstanding, this may be considered a form of leverage.
RESTRICTIONS: A fund may borrow only for temporary or emergency purposes,
but not in an amount exceeding 33% of its total assets.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
Some of the policies and restrictions discussed on the preceding pages are
fundamental, that is, subject to change only by shareholder approval. The
following paragraphs restate all those that are fundamental. All policies
stated throughout this prospectus, other than those identified in the
following paragraphs, can be changed without shareholder approval.
SPARTAN SHORT-INTERMEDIATE GOVERNMENT seeks as high a level of current
income as is consistent with preservation of capital.
SPARTAN GOVERNMENT INCOME seeks a high level of current income by investing
principally in U.S. government securities (securities issued or guaranteed
by the U.S. government or its agencies or instrumentalities).
EACH FUND may borrow only for temporary or emergency purposes, but not in
an amount exceeding 33% of its total assets.
BREAKDOWN OF EXPENSES
Like all mutual funds, the funds pay fees related to their daily
operations. Expenses paid out of a fund's assets are reflected in its share
price or dividends; they are neither billed directly to shareholders nor
deducted from shareholder accounts.
Each fund pays a MANAGEMENT FEE to FMR for managing its investments and
business affairs.
FMR may, from time to time, agree to reimburse the funds for management
fees above a specified limit. FMR retains the ability to be repaid by a
fund if expenses fall below the specified limit prior to the end of the
fiscal year. Reimbursement arrangements, which may be terminated at any
time without notice, can decrease a fund's expenses and boost its
performance.
MANAGEMENT FEE
The management fee is calculated and paid to FMR every month. Each fund
pays a management fee at a fixed annual rate of .65% of its average net
assets. The total management fee rate for Spartan Short-Intermediate
Government for fiscal 1995, after reimbursement, was .10%.
FSC performs many transaction and accounting functions for the funds. These
services include processing shareholder transactions and calculating each
fund's share price. FMR, and not the funds, pays for these services.
To offset shareholder service costs, FMR or its affiliates also collect the
funds' $5.00 exchange fee, $5.00 account closeout fee, $5.00 fee for wire
purchases and redemptions, and the $2.00 checkwriting charge. For fiscal
1995, these fees amounted to $2,065, $575, $105, and $478, respectively,
for Spartan Short- Intermediate Government and $6,944, $1,755, $405, and
$376, respectively, for Spartan Government Income.
Each fund has adopted a Distribution and Service Plan. These plans
recognize that FMR may use its resources, including management fees, to pay
expenses associated with the sale of fund shares. This may include payments
to third parties, such as banks or broker-dealers, that provide shareholder
support services or engage in the sale of the fund's shares. It is
important to note, however, that the funds do not pay FMR any separate fees
for this service.
For fiscal 1995, the portfolio turnover rates for Spartan
Short-Intermediate Government and Spartan Government Income were 282% and
303%, respectively. These rates vary from year to year. High turnover rates
increase transaction costs and may increase taxable capital gains. FMR
considers these effects when evaluating the anticipated benefits of
short-term investing.
YOUR ACCOUNT

DOING BUSINESS WITH FIDELITY
Fidelity Investments was established in 1946 to manage one of America's
first mutual funds. Today, Fidelity is the largest mutual fund company in
the country, and is known as an innovative provider of high-quality
financial services to individuals and institutions.
In addition to its mutual fund business, the company operates one of
America's leading discount brokerage firms, Fidelity Brokerage Services,
Inc. (FBSI). Fidelity is also a leader in providing tax-sheltered
retirement plans for individuals investing on their own or through their
employer.
Fidelity is committed to providing investors with practical information to
make investment decisions. Based in Boston, Fidelity provides customers
with complete service 24 hours a day, 365 days a year, through a network of
telephone service centers around the country.
To reach Fidelity for general information, call these numbers:
(small solid bullet) For mutual funds, 1-800-544-8888
(small solid bullet) For brokerage, 1-800-544-7272
If you would prefer to speak with a representative in person, Fidelity has
over 75 walk-in Investor Centers across the country.
TYPES OF ACCOUNTS
You may set up an account directly in a fund or, if you own or intend to
purchase individual securities as part of your total investment portfolio,
you may consider investing in a fund through a brokerage account.
If you are investing through FBSI or another financial institution or
investment professional, refer to its program materials for any special
provisions regarding your investment in the fund.
The different ways to set up (register) your account with Fidelity are
listed at right.
The account guidelines that follow may not apply to certain retirement
accounts. If your employer offers a fund through a retirement program,
contact your employer for more information. Otherwise, call Fidelity
directly.

FIDELITY FACTS
Fidelity offers the broadest
selection of mutual funds
in the world.
(solid bullet) Number of Fidelity mutual
funds: over 210
(solid bullet) Assets in Fidelity mutual
funds: over $280 billion
(solid bullet) Number of shareholder
accounts: over 20 million
(solid bullet) Number of investment
analysts and portfolio
managers: over 200
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WAYS TO SET UP YOUR ACCOUNT
INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS
Individual accounts are owned by one person. Joint accounts can have two or
more owners (tenants).
RETIREMENT
TO SHELTER YOUR RETIREMENT SAVINGS FROM TAXES
Retirement plans allow individuals to shelter investment income and
capital gains from current taxes. In addition, contributions to these
accounts may be tax deductible. Retirement accounts require special
applications and typically have lower minimums.
(solid bullet) INDIVIDUAL RETIREMENT ACCOUNTS (IRAS) allow anyone of legal
age and under 70 with earned income to invest up to $2,000 per tax year.
Individuals can also invest in a spouse's IRA if the spouse has earned
income of less than $250.
(solid bullet) ROLLOVER IRAS retain special tax advantages for certain
distributions from employer-sponsored retirement plans.
(solid bullet) KEOGH OR CORPORATE PROFIT SHARING AND MONEY PURCHASE PENSION
PLANS allow self-employed individuals or small business owners (and their
employees) to make tax-deductible contributions for themselves and any
eligible employees up to $30,000 per year.
(solid bullet) SIMPLIFIED EMPLOYEE PENSION PLANS (SEP-IRAS) provide small
business owners or those with self-employed income (and their eligible
employees) with many of the same advantages as a Keogh, but with fewer
administrative requirements.
(solid bullet) 403(B) CUSTODIAL ACCOUNTS are available to employees of most
tax-exempt institutions, including schools, hospitals, and other charitable
organizations.
GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA)
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS
These custodial accounts provide a way to give money to a child and obtain
tax benefits. An individual can give up to $10,000 a year per child without
paying federal gift tax. Depending on state laws, you can set up a
custodial account under the Uniform Gifts to Minors Act (UGMA) or the
Uniform Transfers to Minors Act (UTMA).
TRUST
FOR MONEY BEING INVESTED BY A TRUST
The trust must be established before an account can be opened.
BUSINESS OR ORGANIZATION
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS, OR OTHER
GROUPS
Requires a special application.
HOW TO BUY SHARES
EACH FUND'S SHARE PRICE, called net asset value (NAV), is calculated every
business day. Each fund's shares are sold without a sales charge.
Shares are purchased at the next share price calculated after your
investment is received and accepted. Share price is normally calculated at
4 p.m. Eastern time.
IF YOU ARE NEW TO FIDELITY, complete and sign an account application and
mail it along with your check. You may also open your account in person or
by wire as described on page . If there is no application accompanying this
prospectus, call 1-800-544-8888.
IF YOU ALREADY HAVE MONEY INVESTED IN A FIDELITY FUND, you can:
(small solid bullet) Mail in an application with a check, or
(small solid bullet) Open your account by exchanging from another Fidelity
fund.
IF YOU ARE INVESTING THROUGH A TAX-SHELTERED RETIREMENT PLAN, such as an
IRA, for the first time, you will need a special application. Retirement
investing also involves its own investment procedures. Call 1-800-544-8888
for more information and a retirement application.
If you buy shares by check or Fidelity Money Line(registered trademark),
and then sell those shares by any method other than by exchange to another
Fidelity fund, the payment may be delayed for up to seven business days to
ensure that your previous investment has cleared.
MINIMUM INVESTMENTS
TO OPEN AN ACCOUNT $10,000
For Fidelity retirement accounts $10,000
TO ADD TO AN ACCOUNT $1,000
For Fidelity retirement accounts $1,000
Through automatic investment plans $500
MINIMUM BALANCE $5,000
For Fidelity retirement accounts $5,000

UNDERSTANDING THE
SPARTAN APPROACH(registered trademark)
Fidelity's Spartan Approach is
based on the principle that
lower fund expenses can
increase returns. The Spartan
funds keep expenses low in
two ways. First, higher
investment minimums reduce
the effect of a fund's fixed
costs, many of which are paid
on a per-account basis.
Second, unlike most mutual
funds that include transaction
costs as part of overall fund
expenses, Spartan
shareholders pay directly for
the transactions they make.
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TO OPEN AN ACCOUNT TO ADD TO AN ACCOUNT

Phone 1-800-544-777 (phone_graphic) (small solid bullet) Exchange from another (small solid bullet) Exchange from another
Fidelity fund account Fidelity fund account
with the same with the same
registration, including registration, including
name, address, and name, address, and
taxpayer ID number. taxpayer ID number.
(small solid bullet) Use Fidelity Money
Line to transfer from
your bank account. Call
before your first use to
verify that this service
is in place on your
account. Maximum
Money Line: $50,000.

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Mail (mail_graphic) (small solid bullet) Complete and sign the (small solid bullet) Make your check
application. Make your payable to the complete
check payable to the name of the fund.
complete name of the Indicate your fund
fund of your choice. account number on
Mail to the address your check and mail to
indicated on the the address printed on
application. your account statement.
(small solid bullet) Exchange by mail: call
1-800-544-6666 for
instructions.

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

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Wire (wire_graphic) (small solid bullet) There may be a $5.00 (small solid bullet) There may be a $5.00
fee for each wire fee for each wire
purchase. purchase.
(small solid bullet) Call 1-800-544-7777 to (small solid bullet) Not available for
set up your account retirement accounts.
and to arrange a wire (small solid bullet) Wire to:
transaction. Not Bankers Trust
available for retirement Company,
accounts. Bank Routing
(small solid bullet) Wire within 24 hours to: #021001033,
Bankers Trust Account #00163053.
Company, Specify the complete
Bank Routing name of the fund and
#021001033, include your account
Account #00163053. number and your
Specify the complete name.
name of the fund and
include your new
account number and
your name.

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Automatically (automatic_graphic) (small solid bullet) Not available. (small solid bullet) Use Fidelity Automatic
Account Builder. Sign
up for this service
when opening your
account, or call
1-800-544-6666 to add
it.

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(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired: 1-800-544-0118

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HOW TO SELL SHARES
You can arrange to take money out of your fund account at any time by
selling (redeeming) some or all of your shares. Your shares will be sold at
the next share price calculated after your order is received and accepted.
Share price is normally calculated at 4 p.m. Eastern time.
TO SELL SHARES IN A NON-RETIREMENT ACCOUNT, you may use any of the methods
described on these two pages.
TO SELL SHARES IN A FIDELITY RETIREMENT ACCOUNT, your request must be made
in writing, except for exchanges to other Fidelity funds, which can be
requested by phone or in writing. Call 1-800-544-6666 for a retirement
distribution form.
IF YOU ARE SELLING SOME BUT NOT ALL OF YOUR SHARES, leave at least $5,000
worth of shares in the account to keep it open.
TO SELL SHARES BY BANK WIRE OR FIDELITY MONEY LINE, you will need to sign
up for these services in advance.
CERTAIN REQUESTS MUST INCLUDE A SIGNATURE GUARANTEE. It is designed to
protect you and Fidelity from fraud. Your request must be made in writing
and include a signature guarantee if any of the following situations apply:
(small solid bullet) You wish to redeem more than $100,000 worth of shares,
(small solid bullet) Your account registration has changed within the last
30 days,
(small solid bullet) The check is being mailed to a different address than
the one on your account (record address),
(small solid bullet) The check is being made payable to someone other than
the account owner, or
(small solid bullet) The redemption proceeds are being transferred to a
Fidelity account with a different registration.
You should be able to obtain a signature guarantee from a bank, broker
(including Fidelity Investor Centers), dealer, credit union (if authorized
under state law), securities exchange or association, clearing agency, or
savings association. A notary public cannot provide a signature guarantee.
SELLING SHARES IN WRITING
Write a "letter of instruction" with:
(small solid bullet) Your name,
(small solid bullet) The fund's name,
(small solid bullet) Your fund account number,
(small solid bullet) The dollar amount or number of shares to be redeemed,
and
(small solid bullet) Any other applicable requirements listed in the table
at right.
Unless otherwise instructed, Fidelity will send a check to the record
address. Deliver your letter to a Fidelity Investor Center, or mail it to:
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
CHECKWRITING
If you have a checkbook for your account, you may write an unlimited number
of checks. Do not, however, try to close out your account by check.
ACCOUNT TYPE SPECIAL REQUIREMENTS

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IF YOUR ACCOUNT BALANCE IS LESS THAN $50,000, THERE ARE FEES FOR INDIVIDUAL REDEMPTION
TRANSACTIONS: $2.00 FOR EACH CHECK YOU WRITE AND $5.00 FOR EACH EXCHANGE, BANK WIRE,
AND ACCOUNT CLOSEOUT.

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Phone 1-800-544-777 (phone_graphic) All account types (small solid bullet) Maximum check request:
except retirement $100,000.
(small solid bullet) For Money Line transfers to
All account types your bank account; minimum:
$10; maximum: $100,000.
(small solid bullet) You may exchange to other
Fidelity funds if both
accounts are registered with
the same name(s), address,
and taxpayer ID number.

Mail or in Person (mail_graphic)(hand_graphic) Individual, Joint (small solid bullet) The letter of instruction must
Tenant, be signed by all persons
Sole Proprietorship required to sign for
, UGMA, UTMA transactions, exactly as their
Retirement account names appear on the
account.
(small solid bullet) The account owner should
Trust complete a retirement
distribution form. Call
1-800-544-6666 to request
one.
Business or (small solid bullet) The trustee must sign the
Organization letter indicating capacity as
trustee. If the trustee's name
is not in the account
registration, provide a copy of
the trust document certified
Executor, within the last 60 days.
Administrator, (small solid bullet) At least one person
Conservator, authorized by corporate
Guardian resolution to act on the
account must sign the letter.
(small solid bullet) Include a corporate
resolution with corporate seal
or a signature guarantee.
(small solid bullet) Call 1-800-544-6666 for
instructions.

Wire (wire_graphic) All account types (small solid bullet) You must sign up for the wire
except retirement feature before using it. To
verify that it is in place, call
1-800-544-6666. Minimum
wire: $5,000.
(small solid bullet) Your wire redemption request
must be received by Fidelity
before 4 p.m. Eastern time
for money to be wired on the
next business day.

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Check (check_graphic) All account types (small solid bullet) Minimum check: $1,000.
except retirement (small solid bullet) All account owners must sign
a signature card to receive a
checkbook.

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(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired: 1-800-544-0118

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INVESTOR SERVICES
Fidelity provides a variety of services to help you manage your account.
INFORMATION SERVICES
FIDELITY'S TELEPHONE REPRESENTATIVES are available 24 hours a day, 365 days
a year. Whenever you call, you can speak with someone equipped to provide
the information or service you need.
24-HOUR SERVICE
ACCOUNT ASSISTANCE
1-800-544-6666
ACCOUNT BALANCES
1-800-544-7544
ACCOUNT TRANSACTIONS
1-800-544-7777
PRODUCT INFORMATION
1-800-544-8888
QUOTES
1-800-544-8544
RETIREMENT ACCOUNT
ASSISTANCE
1-800-544-4774
AUTOMATED SERVICE
(checkmark)
STATEMENTS AND REPORTS that Fidelity sends to you include the following:
(small solid bullet) Confirmation statements (after every transaction,
except reinvestments, that affects your account balance or your account
registration)
(small solid bullet) Account statements (quarterly)
(small solid bullet) Financial reports (every six months)

To reduce expenses, only one copy of most financial reports will be mailed
to your household, even if you have more than one account in the fund. Call
1-800-544-6666 if you need copies of financial reports or historical
account information.
TRANSACTION SERVICES
EXCHANGE PRIVILEGE. You may sell your fund shares and buy shares of other
Fidelity funds by telephone or in writing. There may be a $5.00 fee for
each exchange out of the funds, unless you place your transaction on
Fidelity's automated exchange services.
Note that exchanges out of a fund are limited to four per calendar year,
and that they may have tax consequences for you. For details on policies
and restrictions governing exchanges, including circumstances under which a
shareholder's exchange privilege may be suspended or revoked, see page .
SYSTEMATIC WITHDRAWAL PLANS let you set up periodic redemptions from your
account.
FIDELITY MONEY LINE(registered trademark) enables you to transfer money by
phone between your bank account and your fund account. Most transfers are
complete within three business days of your call.
REGULAR INVESTMENT PLANS
One easy way to pursue your financial goals is to invest money regularly.
Fidelity offers convenient services that let you transfer money into your
fund account, or between fund accounts, automatically. While regular
investment plans do not guarantee a profit and will not protect you against
loss in a declining market, they can be an excellent way to invest for
retirement, a home, educational expenses, and other long-term financial
goals. Certain restrictions apply for retirement accounts. Call
1-800-544-6666 for more information.
REGULAR INVESTMENT PLANS

FIDELITY AUTOMATIC ACCOUNT BUILDERSM
TO MOVE MONEY FROM YOUR BANK ACCOUNT TO A FIDELITY FUND

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MINIMUM FREQUENCY SETTING UP OR CHANGING
$500 Monthly or (small solid bullet) For a new account, complete the
quarterly appropriate section on the fund
application.
(small solid bullet) For existing accounts, call
1-800-544-6666 for an application.
(small solid bullet) To change the amount or frequency of
your investment, call 1-800-544-6666 at
least three business days prior to your
next scheduled investment date.

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

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<S> <C> <C>
MINIMUM FREQUENCY SETTING UP OR CHANGING
$500 Every pay (small solid bullet) Check the appropriate box on the fund
period application, or call 1-800-544-6666 for an
authorization form.
(small solid bullet) Changes require a new authorization
form.

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

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<TABLE>
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MINIMUM FREQUENCY SETTING UP OR CHANGING
$500 Monthly, (small solid bullet) To establish, call 1-800-544-6666 after
bimonthly, both accounts are opened.
quarterly, or (small solid bullet) To change the amount or frequency of
annually your investment, call 1-800-544-6666.

</TABLE>

A BECAUSE THEIR SHARE PRICES FLUCTUATE, THESE FUNDS MAY NOT BE APPROPRIATE
CHOICES FOR DIRECT DEPOSIT OF YOUR ENTIRE CHECK.
SHAREHOLDER AND ACCOUNT POLICIES

DIVIDENDS, CAPITAL GAINS, AND TAXES
Each fund distributes substantially all of its net investment income and
capital gains to shareholders each year. Income dividends are declared
daily and paid monthly. Capital gains are normally distributed in June and
December.
DISTRIBUTION OPTIONS
When you open an account, specify on your application how you want to
receive your distributions. If the option you prefer is not listed on the
application, call 1-800-544-6666 for instructions. Each fund offers four
options:
1. REINVESTMENT OPTION. Your dividend and capital gain distributions will
be automatically reinvested in additional shares of the fund. If you do not
indicate a choice on your application, you will be assigned this option.
2. INCOME-EARNED OPTION. Your capital gain distributions will be
automatically reinvested, but you will be sent a check for each dividend
distribution.
3. CASH OPTION. You will be sent a check for your dividend and capital gain
distributions.
4. DIRECTED DIVIDENDS(registered trademark) OPTION. Your dividend and
capital gain distributions will be automatically invested in another
identically registered Fidelity fund.
FOR RETIREMENT ACCOUNTS, all distributions are automatically reinvested.
When you are over 59 years old, you can receive distributions in cash.
Dividends will be reinvested at the fund's NAV on the last day of the
month. Capital gain distributions will be reinvested at the NAV as of the
date the fund deducts the distribution from its NAV. The mailing of
distribution checks will begin within seven days.
UNDERSTANDING
DISTRIBUTIONS
As a fund shareholder, you
are entitled to your share of
the fund's net income and
gains on its investments. The
fund passes its earnings
along to its investors as
DISTRIBUTIONS.
Each fund earns interest from
its investments. These are
passed along as DIVIDEND
DISTRIBUTIONS. The fund may
realize capital gains if it sells
securities for a higher price
than it paid for them. These
are passed along as CAPITAL
GAIN DISTRIBUTIONS.
(checkmark)
TAXES
As with any investment, you should consider how your investment in a fund
will be taxed. If your account is not a tax-deferred retirement account,
you should be aware of these tax implications.
TAXES ON DISTRIBUTIONS. Distributions are subject to federal income tax,
and may also be subject to state or local taxes. If you live outside the
United States, your distributions could also be taxed by the country in
which you reside. Your distributions are taxable when they are paid,
whether you take them in cash or reinvest them. However, distributions
declared in December and paid in January are taxable as if they were paid
on December 31.
For federal tax purposes, each fund's income and short-term capital gain
distributions are taxed as dividends; long-term capital gain distributions
are taxed as long-term capital gains. Every January, Fidelity will send you
and the IRS a statement showing the taxable distributions paid to you in
the previous year.
Mutual fund dividends from U.S. government securities are generally free
from state and local income taxes. However, particular states may limit
this benefit, and some types of securities, such as repurchase agreements
and some agency-backed securities, may not qualify for the benefit. In
addition, some states may impose intangible property taxes. You should
consult your own tax adviser for details and up-to-date information on the
tax laws in your state.
TAXES ON TRANSACTIONS. Your redemptions - including exchanges to other
Fidelity funds - are subject to capital gains tax. A capital gain or loss
is the difference between the cost of your shares and the price you receive
when you sell them.
Whenever you sell shares of a fund, Fidelity will send you a confirmation
statement showing how many shares you sold and at what price. You will also
receive a consolidated transaction statement every January. However, it is
up to you or your tax preparer to determine whether this sale resulted in a
capital gain and, if so, the amount of tax to be paid. Be sure to keep your
regular account statements; the information they contain will be essential
in calculating the amount of your capital gains.
"BUYING A DIVIDEND." If you buy shares just before a fund deducts a capital
gain distribution from its NAV, you will pay the full price for the shares
and then receive a portion of the price back in the form of a taxable
distribution.
There are tax requirements that all funds must follow in order to avoid
federal taxation. In its effort to adhere to these requirements, a fund may
have to limit its investment activity in some types of instruments.
TRANSACTION DETAILS
THE FUNDS ARE OPEN FOR BUSINESS each day the New York Stock Exchange (NYSE)
is open. Fidelity normally calculates each fund's NAV as of the close of
business of the NYSE, normally 4 p.m. Eastern time.
EACH FUND'S NAV is the value of a single share. The NAV is computed by
adding the value of the fund's investments, cash, and other assets,
subtracting its liabilities, and then dividing the result by the number of
shares outstanding.
Each fund's assets are valued primarily on the basis of market quotations.
If quotations are not readily available, assets are valued by a method that
the Board of Trustees believes accurately reflects fair value.
EACH FUND'S OFFERING PRICE (price to buy one share) and REDEMPTION PRICE
(price to sell one share) are its NAV.
WHEN YOU SIGN YOUR ACCOUNT APPLICATION, you will be asked to certify that
your Social Security or taxpayer identification number is correct and that
you are not subject to 31% backup withholding for failing to report income
to the IRS. If you violate IRS regulations, the IRS can require a fund to
withhold 31% of your taxable distributions and redemptions.
YOU MAY INITIATE MANY TRANSACTIONS BY TELEPHONE. Fidelity may only be
liable for losses resulting from unauthorized transactions if it does not
follow reasonable procedures designed to verify the identity of the caller.
Fidelity will request personalized security codes or other information, and
may also record calls. You should verify the accuracy of your confirmation
statements immediately after you receive them. If you do not want the
ability to redeem and exchange by telephone, call Fidelity for
instructions.
IF YOU ARE UNABLE TO REACH FIDELITY BY PHONE (for example, during periods
of unusual market activity), consider placing your order by mail or by
visiting a Fidelity Investor Center.
EACH FUND RESERVES THE RIGHT TO SUSPEND THE OFFERING OF SHARES for a period
of time. Each fund also reserves the right to reject any specific purchase
order, including certain purchases by exchange. See "Exchange Restrictions"
on page . Purchase orders may be refused if, in FMR's opinion, they would
disrupt management of a fund.
WHEN YOU PLACE AN ORDER TO BUY SHARES, your order will be processed at the
next offering price calculated after your order is received and accepted.
Note the following:
(small solid bullet) All of your purchases must be made in U.S. dollars and
checks must be drawn on U.S. banks.
(small solid bullet) Fidelity does not accept cash.
(small solid bullet) When making a purchase with more than one check, each
check must have a value of at least $50.
(small solid bullet) Each fund reserves the right to limit the number of
checks processed at one time.
(small solid bullet) If your check does not clear, your purchase will be
cancelled and you could be liable for any losses or fees a fund or its
transfer agent has incurred.
(small solid bullet) You begin to earn dividends as of the first business
day following the day of your purchase.
TO AVOID THE COLLECTION PERIOD associated with check and Money Line
purchases, consider buying shares by bank wire, U.S. Postal money order,
U.S. Treasury check, Federal Reserve check, or direct deposit instead.
YOU MAY BUY OR SELL SHARES OF THE FUNDS THROUGH A BROKER, who may charge
you a fee for this service. If you invest through a broker or other
institution, read its program materials for any additional service features
or fees that may apply.
CERTAIN FINANCIAL INSTITUTIONS that have entered into sales agreements with
FDC may enter confirmed purchase orders on behalf of customers by phone,
with payment to follow no later than the time when a fund is priced on the
following business day. If payment is not received by that time, the
financial institution could be held liable for resulting fees or losses.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at the
next NAV calculated after your request is received and accepted. Note the
following:
(small solid bullet) Normally, redemption proceeds will be mailed to you on
the next business day, but if making immediate payment could adversely
affect a fund, it may take up to seven days to pay you.
(small solid bullet) Shares will earn dividends through the date of
redemption; however, shares redeemed on a Friday or prior to a holiday will
continue to earn dividends until the next business day.
(small solid bullet) Fidelity Money Line redemptions generally will be
credited to your bank account on the second or third business day after
your phone call.
(small solid bullet) Each fund may hold payment on redemptions until it is
reasonably satisfied that investments made by check or Fidelity Money Line
have been collected, which can take up to seven business days.
(small solid bullet) Redemptions may be suspended or payment dates
postponed when the NYSE is closed (other than weekends or holidays), when
trading on the NYSE is restricted, or as permitted by the SEC.
(small solid bullet) If you sell shares by writing a check and the amount
of the check is greater than the value of your account, your check will be
returned to you and you may be subject to additional charges.
THE FEES FOR INDIVIDUAL TRANSACTIONS are waived if your account balance at
the time of the transaction is $50,000 or more. Otherwise, you should note
the following:
(small solid bullet) The $2.00 checkwriting charge will be deducted from
your account.
(small solid bullet) The $5.00 exchange fee will be deducted from the
amount of your exchange.
(small solid bullet) The $5.00 wire fee will be deducted from the amount of
your wire.
(small solid bullet) The $5.00 account closeout fee does not apply to
exchanges or wires, but it will apply to checkwriting.
FIDELITY RESERVES THE RIGHT TO DEDUCT AN ANNUAL MAINTENANCE FEE of $12.00
from accounts with a value of less than $2,500, subject to an annual
maximum charge of $60.00 per shareholder. It is expected that accounts will
be valued on the second Friday in November of each year. Accounts opened
after September 30 will not be subject to the fee for that year. The fee,
which is payable to the transfer agent, is designed to offset in part the
relatively higher costs of servicing smaller accounts. The fee will not be
deducted from retirement accounts (except non-prototype retirement
accounts), accounts using regular investment plans, or if total assets in
Fidelity funds exceed $50,000. Eligibility for the $50,000 waiver is
determined by aggregating Fidelity mutual fund accounts maintained by FSC
or FBSI which are registered under the same social security number or which
list the same social security number for the custodian of a Uniform
Gifts/Transfers to Minors Act account.
IF YOUR ACCOUNT BALANCE FALLS BELOW $5,000, you will be given 30 days'
notice to reestablish the minimum balance. If you do not increase your
balance, Fidelity reserves the right to close your account and send the
proceeds to you. Your shares will be redeemed at the NAV on the day your
account is closed and the $5.00 account closeout fee will be charged.
FIDELITY MAY CHARGE A FEE FOR SPECIAL SERVICES, such as providing
historical account documents, that are beyond the normal scope of its
services.
EXCHANGE RESTRICTIONS
As a shareholder, you have the privilege of exchanging shares of a fund for
shares of other Fidelity funds. However, you should note the following:
(small solid bullet) The fund you are exchanging into must be registered
for sale in your state.
(small solid bullet) You may only exchange between accounts that are
registered in the same name, address, and taxpayer identification number.
(small solid bullet) Before exchanging into a fund, read its prospectus.
(small solid bullet) If you exchange into a fund with a sales charge, you
pay the percentage-point difference between that fund's sales charge and
any sales charge you have previously paid in connection with the shares you
are exchanging. For example, if you had already paid a sales charge of 2%
on your shares and you exchange them into a fund with a 3% sales charge,
you would pay an additional 1% sales charge.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) Because excessive trading can hurt fund performance
and shareholders, each fund reserves the right to temporarily or
permanently terminate the exchange privilege of any investor who makes more
than four exchanges out of the fund per calendar year. Accounts under
common ownership or control, including accounts with the same taxpayer
identification number, will be counted together for purposes of the four
exchange limit.
(small solid bullet) The exchange limit may be modified for accounts in
certain institutional retirement plans to conform to plan exchange limits
and Department of Labor regulations. See your plan materials for further
information.
(small solid bullet) Each fund reserves the right to refuse exchange
purchases by any person or group if, in FMR's judgment, the fund would be
unable to invest the money effectively in accordance with its investment
objective and policies, or would otherwise potentially be adversely
affected.
(small solid bullet) Your exchanges may be restricted or refused if a fund
receives or anticipates simultaneous orders affecting significant portions
of the fund's assets. In particular, a pattern of exchanges that coincides
with a "market timing" strategy may be disruptive to a fund.
Although the funds will attempt to give you prior notice whenever they are
reasonably able to do so, they may impose these restrictions at any time.
The funds reserve the right to terminate or modify the exchange privilege
in the future.
OTHER FUNDS MAY HAVE DIFFERENT EXCHANGE RESTRICTIONS, and may impose
administrative fees of up to $7.50 and redemption fees of up to 1.50% on
exchanges. Check each fund's prospectus for details.

This prospectus is printed on recycled paper using soy-based inks.

Spartan(registered trademark) Long-Term Government Bond Fund
(A Fund of Fidelity Devonshire Trust)
Spartan(registered trademark) Government Income Fund
(A Fund of Fidelity Fixed-Income Trust)
FORM N-14
STATEMENT OF ADDITIONAL INFORMATION
March 11, 1996

This Statement of Additional Information, relates to the proposed
reorganization whereby Spartan Government Income Fund (Government Income),
a fund of Fidelity Fixed-Income Trust, would acquire substantially all of
the assets of Spartan Long-Term Government Bond Fund (Long-Term
Government), a fund of Fidelity Devonshire Trust, and assume all of
Long-Term Government's liabilities in exchange solely for shares of
beneficial interest in Government Income.
This Statement of Additional Information consists of this cover page and
the following described documents, each of which is attached hereto and is
incorporated herein by reference:
1. The Statement of Additional Information of Government Income, dated June
24, 1995.
2. The Prospectus and Statement of Additional Information of Long-Term
Government, dated March 22, 1995.
3. The Annual Report of Government Income for the fiscal year ended April
30, 1995.
4. The Annual Report of Long-Term Government for the fiscal year ended
January 31, 1995.
5. The Semiannual Report of Government Income for the fiscal period ended
October 31, 1995.
6. The Semiannual Report of Long-Term Government for the fiscal period
ended July 31, 1995.
This Statement of Additional Information is not a prospectus. A Proxy
Statement and Prospectus dated March 11, 1996, relating to the
above-referenced matter, may be obtained from Fidelity Distributors
Corporation, 82 Devonshire Street, Boston, Massachusetts, 02109. This
Statement of Additional Information relates to, and should be read in
conjunction with, such Proxy Statement and Prospectus.
The date of this Statement of Additional Information is March 11, 1996.

SPARTAN(registered trademark) SHORT-INTERMEDIATE GOVERNMENT FUND
SPARTAN(registered trademark) GOVERNMENT INCOME FUND
FUNDS OF FIDELITY FIXED-INCOME TRUST
STATEMENT OF ADDITIONAL INFORMATION
JUNE 24, 1995
This Statement is not a prospectus but should be read in conjunction with
the funds' current Prospectus (dated June 24, 1995). Please retain this
document for future reference. Each fund's financial statements and
financial highlights, included in the Annual Reports for the fiscal year
ended April 30, 1995, are incorporated herein by reference. To obtain an
additional copy of the Prospectus or an Annual Report, please call Fidelity
Distributors Corporation at 1-800-544-8888.
TABLE OF CONTENTS PAGE

Investment Policies and Limitations

Portfolio Transactions

Valuation of Portfolio Securities

Performance

Additional Purchase and Redemption Information

Distributions and Taxes

FMR

Trustees and Officers

Management Contracts

Distribution and Service Plans

Contracts With FMR Affiliates

Description of the Trust

Financial Statements

Appendix

INVESTMENT ADVISER
Fidelity Management & Research Company (FMR)
DISTRIBUTOR
Fidelity Distributors Corporation (FDC)
TRANSFER AGENT
Fidelity Service Company (FSC)
SSG/SPG-ptb-695
INVESTMENT POLICIES AND LIMITATIONS
The following policies and limitations supplement those set forth in the
Prospectus. Unless otherwise noted, whenever an investment policy or
limitation states a maximum percentage of a fund's assets that may be
invested in any security or other asset, or sets forth a policy regarding
quality standards, such standard or percentage limitation will be
determined immediately after and as a result of the fund's acquisition of
such security or other asset. Accordingly, any subsequent change in values,
net assets, or other circumstances will not be considered when determining
whether the investment complies with the fund's investment policies and
limitations.
A fund's fundamental investment policies and limitations cannot be changed
without approval by a "majority of the outstanding voting securities" (as
defined in the Investment Company Act of 1940) of the fund. However, except
for the fundamental investment limitations listed below, the investment
policies and limitations described in this Statement of Additional
Information are not fundamental and may be changed without shareholder
approval.
SPARTAN SHORT-INTERMEDIATE GOVERNMENT FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the securities
of any issuer (other than securities issued or guaranteed by the U.S.
government or any of its agencies or instrumentalities) if, as a result,
(a) more than 5% of the fund's total assets would be invested in the
securities of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(4) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose principal
business activities are in the same industry;
(6) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(7) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
(8) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
(i) With respect to 75% of its total assets, the fund does not currently
intend to purchase the securities of any issuer (other than securities
issued or guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, the fund would own more than 10% of the
outstanding voting securities of such issuer.
(ii) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(iii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iv) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (3)). The fund will not
purchase any security while borrowings representing more than 5% of its
total assets are outstanding. The fund will not borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.
(v) The fund does not currently intend to purchase any security if, as a
result, more than 10% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the prices
at which they are valued.
(vi) The fund does not currently intend to invest in interests in real
estate investment trusts that are not readily marketable, or to invest in
interests in real estate limited partnerships that are not listed on the
New York Stock Exchange or the American Stock Exchange or traded on the
NASDAQ National Market System.
(vii) The fund does not currently intend to make loans, but this limitation
does not apply to purchases of debt securities or to repurchase agreements.
(viii) The fund does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.
(ix) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation.
(x) The fund does not currently intend to purchase warrants, valued at the
lower of cost or market, in excess of 5% of the fund's net assets. Included
in that amount, but not to exceed 2% of the fund's net assets, may be
warrants that are not listed on the New York Stock Exchange or the American
Stock Exchange. Warrants acquired by the fund in units or attached to
securities are not subject to these restrictions.
(xi) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions" on page
.
SPARTAN GOVERNMENT INCOME FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) purchase the securities of any issuer (other than obligations issued or
guaranteed by the government of the United States or its agencies or
instrumentalities) if, as a result, (a) more than 25% of the value of its
total assets would be invested in the securities of a single issuer, or (b)
with respect to 75% of its total assets, more than 5% of the value of its
total assets would be invested in the securities of a single issuer;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(4) underwrite securities issued by others (except to the extent that the
fund may be deemed to be an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities);
(5) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose principal
business activities are in the same industry;
(6) purchase or sell real estate unless acquired as a result of ownership
of securities (but this shall not prevent the fund from investing in
securities or other instruments backed by real estate or securities of
companies engaged in the real estate business);
(7) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing and selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
(8) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.
THE FOLLOWING LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED WITHOUT
SHAREHOLDER APPROVAL.
(i) With respect to 75% of its total assets, the fund does not currently
intend to purchase the securities of any issuer (other than securities
issued or guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, the fund would own more than 10% of the
outstanding voting securities of such issuer.
(ii) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(iii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iv) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (3)). The fund will not
purchase any security while borrowings representing more than 5% of its
total assets are outstanding. The fund will not borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.
(v) The fund does not currently intend to purchase any security if, as a
result, more than 10% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the prices
at which they are valued.
(vi) The fund does not currently intend to invest in interests in real
estate investment trusts that are not readily marketable, or to invest in
interests in real estate limited partnerships that are not listed on the
New York Stock Exchange or the American Stock Exchange or traded on the
NASDAQ National Market System.
(vii) The fund does not currently intend make loans, but this limitation
does not apply to purchases of debt securities or to repurchase agreements.
(viii) The fund does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.
(ix) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions" on page
.
Each fund's investments must be consistent with its investment objective
and policies. Accordingly, not all of the security types and investment
techniques discussed below are eligible investments for each of the funds.
AFFILIATED BANK TRANSACTIONS. A fund may engage in transactions with
financial institutions that are, or may be considered to be, "affiliated
persons" of the fund under the Investment Company Act of 1940. These
transactions may include repurchase agreements with custodian banks;
short-term obligations of, and repurchase agreements with, the 50 largest
U.S. banks (measured by deposits); municipal securities; U.S. government
securities with affiliated financial institutions that are primary dealers
in these securities; short-term currency transactions; and short-term
borrowings. In accordance with exemptive orders issued by the Securities
and Exchange Commission (SEC), the Board of Trustees has established and
periodically reviews procedures applicable to transactions involving
affiliated financial institutions.
DELAYED-DELIVERY TRANSACTIONS. Each fund may buy and sell securities on a
delayed-delivery or when-issued basis. These transactions involve a
commitment by a fund to purchase or sell specific securities at a
predetermined price or yield, with payment and delivery taking place after
the customary settlement period for that type of security. Typically, no
interest accrues to the purchaser until the security is delivered. The
funds may receive fees for entering into delayed-delivery transactions.
When purchasing securities on a delayed-delivery basis, a fund assumes the
rights and risks of ownership, including the risk of price and yield
fluctuations. Because a fund is not required to pay for securities until
the delivery date, these risks are in addition to the risks associated with
the fund's other investments. If a fund remains substantially fully
invested at a time when delayed-delivery purchases are outstanding, the
delayed-delivery purchases may result in a form of leverage. When
delayed-delivery purchases are outstanding, a fund will set aside
appropriate liquid assets in a segregated custodial account to cover its
purchase obligations. When a fund has sold a security on a delayed-delivery
basis, a fund does not participate in further gains or losses with respect
to the security. If the other party to a delayed-delivery transaction fails
to deliver or pay for the securities, a fund could miss a favorable price
or yield opportunity, or could suffer a loss.
Each fund may renegotiate delayed-delivery transactions after they are
entered into, and may sell underlying securities before they are delivered,
which may result in capital gains or losses.
FUTURES AND OPTIONS. The following sections pertain to futures and options:
Asset Coverage for Futures and Options Positions, Combined Positions,
Correlation of Price Changes, Futures Contracts, Futures Margin Payments,
Limitations on Futures and Options Transactions, Liquidity of Options and
Futures Contracts, OTC Options, Purchasing Put and Call Options, and
Writing Put and Call Options.
ASSET COVERAGE FOR FUTURES AND OPTIONS POSITIONS. The funds will comply
with guidelines established by the Securities and Exchange Commission with
respect to coverage of options and futures strategies by mutual funds, and
if the guidelines so require will set aside appropriate liquid assets in a
segregated custodial account in the amount prescribed. Securities held in a
segregated account cannot be sold while the futures or option strategy is
outstanding, unless they are replaced with other suitable assets. As a
result, there is a possibility that segregation of a large percentage of a
fund's assets could impede portfolio management or the fund's ability to
meet redemption requests or other current obligations.
COMBINED POSITIONS. A fund may purchase and write options in combination
with each other, or in combination with futures or forward contracts, to
adjust the risk and return characteristics of the overall position. For
example, a fund may purchase a put option and write a call option on the
same underlying instrument, in order to construct a combined position whose
risk and return characteristics are similar to selling a futures contract.
Another possible combined position would involve writing a call option at
one strike price and buying a call option at a lower price, in order to
reduce the risk of the written call option in the event of a substantial
price increase. Because combined options positions involve multiple trades,
they result in higher transaction costs and may be more difficult to open
and close out.
CORRELATION OF PRICE CHANGES. Because there are a limited number of types
of exchange-traded options and futures contracts, it is likely that the
standardized contracts available will not match a fund's current or
anticipated investments exactly. The funds may invest in options and
futures contracts based on securities with different issuers, maturities,
or other characteristics from the securities in which they typically
invest, which involves a risk that the options or futures position will not
track the performance of a fund's other investments.
Options and futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments match a fund's
investments well. Options and futures prices are affected by such factors
as current and anticipated short-term interest rates, changes in volatility
of the underlying instrument, and the time remaining until expiration of
the contract, which may not affect security prices the same way. Imperfect
correlation may also result from differing levels of demand in the options
and futures markets and the securities markets, from structural differences
in how options and futures and securities are traded, or from imposition of
daily price fluctuation limits or trading halts. A fund may purchase or
sell options and futures contracts with a greater or lesser value than the
securities it wishes to hedge or intends to purchase in order to attempt to
compensate for differences in volatility between the contract and the
securities, although this may not be successful in all cases. If price
changes in a fund's options or futures positions are poorly correlated with
its other investments, the positions may fail to produce anticipated gains
or result in losses that are not offset by gains in other investments.
FUTURES CONTRACTS. When a fund purchases a futures contract, it agrees to
purchase a specified underlying instrument at a specified future date. When
a fund sells a futures contract, it agrees to sell the underlying
instrument at a specified future date. The price at which the purchase and
sale will take place is fixed when the fund enters into the contract. Some
currently available futures contracts are based on specific securities,
such as U.S. Treasury bonds or notes, and some are based on indices of
securities prices, such as the Bond Buyer Municipal Bond Index. Futures can
be held until their delivery dates, or can be closed out before then if a
liquid secondary market is available.
The value of a futures contract tends to increase and decrease in tandem
with the value of its underlying instrument. Therefore, purchasing futures
contracts will tend to increase a fund's exposure to positive and negative
price fluctuations in the underlying instrument, much as if it had
purchased the underlying instrument directly. When a fund sells a futures
contract, by contrast, the value of its futures position will tend to move
in a direction contrary to the market. Selling futures contracts,
therefore, will tend to offset both positive and negative market price
changes, much as if the underlying instrument had been sold.
FUTURES MARGIN PAYMENTS. The purchaser or seller of a futures contract is
not required to deliver or pay for the underlying instrument unless the
contract is held until the delivery date. However, both the purchaser and
seller are required to deposit "initial margin" with a futures broker,
known as a futures commission merchant (FCM), when the contract is entered
into. Initial margin deposits are typically equal to a percentage of the
contract's value. If the value of either party's position declines, that
party will be required to make additional "variation margin" payments to
settle the change in value on a daily basis. The party that has a gain may
be entitled to receive all or a portion of this amount. Initial and
variation margin payments do not constitute purchasing securities on margin
for purposes of a fund's investment limitations. In the event of the
bankruptcy of an FCM that holds margin on behalf of a fund, the fund may be
entitled to return of margin owed to it only in proportion to the amount
received by the FCM's other customers, potentially resulting in losses to
the fund.
LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS. Spartan Government Income
has filed and Spartan Short-Intermediate Government intends to file a
notice of eligibility for exclusion from the definition of the term
"commodity pool operator" with the Commodity Futures Trading Commission
(CFTC) and the National Futures Association, which regulate trading in the
futures markets, before engaging in any purchases or sales of futures
contracts or options on futures contracts. Spartan Short-Intermediate
Government intends to comply with Rule 4.5 under the Commodity Exchange
Act, which limits the extent to which the fund can commit assets to initial
margin deposits and option premiums.
In addition, Spartan Short-Intermediate Government will not: (a) sell
futures contracts, purchase put options, or write call options if, as a
result, more than 50% of the fund's total assets would be hedged with
futures and options under normal conditions; (b) purchase futures contracts
or write put options if, as a result, the fund's total obligations upon
settlement or exercise of purchased futures contracts and written put
options would exceed 25% of its total assets; (c) purchase call options if,
as a result, the current value of option premiums for call options
purchased by the fund would exceed 5% of the fund's total assets; or (d)
write call options on securities if, as a result, the aggregate value of
the securities underlying the calls would exceed 25% of the fund's net
assets. These limitations do not apply to options attached to or acquired
or traded together with their underlying securities, and do not apply to
securities that incorporate features similar to options.
In addition, Spartan Government Income will not enter into any futures
contract or option if, as a result, it would have less than 65% of its
total assets invested in government securities, and will not write call
options on more than 25% of its net assets. The fund limits its options and
futures investments to options and futures contracts relating to U.S.
government securities.
The above limitations on the funds' investments in futures contracts and
options, and the funds' policies regarding futures contracts and options
discussed elsewhere in this Statement of Additional Information, may be
changed as regulatory agencies permit.
LIQUIDITY OF OPTIONS AND FUTURES CONTRACTS. There is no assurance a liquid
secondary market will exist for any particular options or futures contract
at any particular time. Options may have relatively low trading volume and
liquidity if their strike prices are not close to the underlying
instrument's current price. In addition, exchanges may establish daily
price fluctuation limits for options and futures contracts, and may halt
trading if a contract's price moves upward or downward more than the limit
in a given day. On volatile trading days when the price fluctuation limit
is reached or a trading halt is imposed, it may be impossible for a fund to
enter into new positions or close out existing positions. If the secondary
market for a contract is not liquid because of price fluctuation limits or
otherwise, it could prevent prompt liquidation of unfavorable positions,
and potentially could require a fund to continue to hold a position until
delivery or expiration regardless of changes in its value. As a result, a
fund's access to other assets held to cover its options or futures
positions could also be impaired.
OTC OPTIONS. Unlike exchange-traded options, which are standardized with
respect to the underlying instrument, expiration date, contract size, and
strike price, the terms of over-the-counter (OTC) options (options not
traded on exchanges) generally are established through negotiation with the
other party to the option contract. While this type of arrangement allows a
fund greater flexibility to tailor an option to its needs, OTC options
generally involve greater credit risk than exchange-traded options, which
are guaranteed by the clearing organization of the exchanges where they are
traded.
PURCHASING PUT AND CALL OPTIONS. By purchasing a put option, a fund obtains
the right (but not the obligation) to sell the option's underlying
instrument at a fixed strike price. In return for this right, the fund pays
the current market price for the option (known as the option premium).
Options have various types of underlying instruments, including specific
securities, indices of securities prices, and futures contracts. The fund
may terminate its position in a put option it has purchased by allowing it
to expire or by exercising the option. If the option is allowed to expire,
the fund will lose the entire premium it paid. If the fund exercises the
option, it completes the sale of the underlying instrument at the strike
price. A fund may also terminate a put option position by closing it out in
the secondary market at its current price, if a liquid secondary market
exists.
The buyer of a typical put option can expect to realize a gain if security
prices fall substantially. However, if the underlying instrument's price
does not fall enough to offset the cost of purchasing the option, a put
buyer can expect to suffer a loss (limited to the amount of the premium
paid, plus related transaction costs).
The features of call options are essentially the same as those of put
options, except that the purchaser of a call option obtains the right to
purchase, rather than sell, the underlying instrument at the option's
strike price. A call buyer typically attempts to participate in potential
price increases of the underlying instrument with risk limited to the cost
of the option if security prices fall. At the same time, the buyer can
expect to suffer a loss if security prices do not rise sufficiently to
offset the cost of the option.
WRITING PUT AND CALL OPTIONS. When a fund writes a put option, it takes the
opposite side of the transaction from the option's purchaser. In return for
receipt of the premium, the fund assumes the obligation to pay the strike
price for the option's underlying instrument if the other party to the
option chooses to exercise it. When writing an option on a futures
contract, the fund will be required to make margin payments to an FCM as
described above for futures contracts. A fund may seek to terminate its
position in a put option it writes before exercise by closing out the
option in the secondary market at its current price. If the secondary
market is not liquid for a put option the fund has written, however, the
fund must continue to be prepared to pay the strike price while the option
is outstanding, regardless of price changes, and must continue to set aside
assets to cover its position.
If security prices rise, a put writer would generally expect to profit,
although its gain would be limited to the amount of the premium it
received. If security prices remain the same over time, it is likely that
the writer will also profit, because it should be able to close out the
option at a lower price. If security prices fall, the put writer would
expect to suffer a loss. This loss should be less than the loss from
purchasing the underlying instrument directly, however, because the premium
received for writing the option should mitigate the effects of the decline.
Writing a call option obligates a fund to sell or deliver the option's
underlying instrument, in return for the strike price, upon exercise of the
option. The characteristics of writing call options are similar to those of
writing put options, except that writing calls generally is a profitable
strategy if prices remain the same or fall. Through receipt of the option
premium, a call writer mitigates the effects of a price decline. At the
same time, because a call writer must be prepared to deliver the underlying
instrument in return for the strike price, even if its current value is
greater, a call writer gives up some ability to participate in security
price increases.
ILLIQUID INVESTMENTS are investments that cannot be sold or disposed of in
the ordinary course of business at approximately the prices at which they
are valued. Under the supervision of the Board of Trustees, FMR determines
the liquidity of a fund's investments and, through reports from FMR, the
Board monitors investments in illiquid instruments. In determining the
liquidity of a fund's investments, FMR may consider various factors,
including (1) the frequency of trades and quotations, (2) the number of
dealers and prospective purchasers in the marketplace, (3) dealer
undertakings to make a market, (4) the nature of the security (including
any demand or tender features), and (5) the nature of the marketplace for
trades (including the ability to assign or offset the fund's rights and
obligations relating to the investment).
Investments currently considered by the funds to be illiquid include
repurchase agreements not entitling the holder to payment of principal and
interest within seven days, non-government stripped fixed-rate
mortgage-backed securities, and over-the-counter options. Also, FMR may
determine some government-stripped fixed-rate mortgage-backed securities to
be illiquid. However, with respect to over-the-counter options a fund
writes, all or a portion of the value of the underlying instrument may be
illiquid depending on the assets held to cover the option and the nature
and terms of any agreement the fund may have to close out the option before
expiration.
In the absence of market quotations, illiquid investments are priced at
fair value as determined in good faith by a committee appointed by the
Board of Trustees. If through a change in values, net assets, or other
circumstances, a fund were in a position where more than 10% of its net
assets was invested in illiquid securities, it would seek to take
appropriate steps to protect liquidity.
INDEXED SECURITIES. Each fund may purchase securities whose prices are
indexed to the prices of other securities, securities indices, or other
financial indicators. Indexed securities typically, but not always, are
debt securities or deposits whose value at maturity or coupon rate is
determined by reference to a specific instrument or statistic. A mortgage
indexed security, for example, could be synthesized to replicate the
performance of mortgage securities and the characteristics of direct
ownership.
The performance of indexed securities depends to a great extent on the
performance of the security or other instrument to which they are indexed,
and may also be influenced by interest rate changes. At the same time,
indexed securities are subject to the credit risks associated with the
issuer of the security, and their values may decline substantially if the
issuer's creditworthiness deteriorates. Indexed securities may be more
volatile than the underlying instruments.
INTERFUND BORROWING AND LENDING PROGRAM. Pursuant to an exemptive order
issued by the SEC, each fund has received permission to lend money to, and
borrow money from, other funds advised by FMR or its affiliates. Interfund
loans and borrowings normally extend overnight, but can have a maximum
duration of seven days. Loans may be called on one day's notice. A fund
will lend through the program only when the returns are higher than those
available from other short-term instruments (such as repurchase
agreements), and will borrow through the program only when the costs are
equal to or lower than the cost of bank loans. A fund may have to borrow
from a bank at a higher interest rate if an interfund loan is called or not
renewed. Any delay in repayment to a lending fund could result in a lost
investment opportunity or additional borrowing costs. The funds do not
currently intend to participate in the program as a lender.
MORTGAGE-BACKED SECURITIES. The funds may purchase mortgage-backed
securities issued by government and non-government entities such as banks,
mortgage lenders, or other financial institutions. A mortgage-backed
security is an obligation of the issuer backed by a mortgage or pool of
mortgages or a direct interest in an underlying pool of mortgages. Some
mortgage-backed securities, such as collateralized mortgage obligations or
CMOs, make payments of both principal and interest at a variety of
intervals; others make semiannual interest payments at a predetermined rate
and repay principal at maturity (like a typical bond). Mortgage-backed
securities are based on different types of mortgages including those on
commercial real estate or residential properties. Other types of
mortgage-backed securities will likely be developed in the future, and the
funds may invest in them if FMR determines they are consistent with the
funds' investment objectives and policies.
The value of mortgage-backed securities may change due to shifts in the
market's perception of issuers. In addition, regulatory or tax changes may
adversely affect the mortgage securities market as a whole. Non-government
mortgage-backed securities may offer higher yields than those issued by
government entities, but also may be subject to greater price changes than
government issues. Mortgage-backed securities are subject to prepayment
risk. Prepayments, which occur when unscheduled or early payments are made
on the underlying mortgages, may lower the total returns of the securities.
REPURCHASE AGREEMENTS. In a repurchase agreement, a fund purchases a
security and simultaneously commits to sell that security back to the
original seller at an agreed-upon price. The resale price reflects the
purchase price plus an agreed-upon incremental amount which is unrelated to
the coupon rate or maturity of the purchased security. The securities
purchased by a fund are used to collateralize the repurchase obligation. As
such, they are held in an account of the fund at a bank, marked-to-market
daily, and maintained at a value at least equal to the sale price plus the
accrued incremental amount. While it does not presently appear possible to
eliminate all risks from these transactions (particularly the possibility
that the value of the underlying security will be less than the resale
price, as well as delays and costs to a fund in connection with bankruptcy
proceedings), it is each fund's current policy to engage in repurchase
agreement transactions with parties whose creditworthiness has been
reviewed and found satisfactory by FMR.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a fund
sells a portfolio instrument to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase the instrument
at a particular price and time. While a reverse repurchase agreement is
outstanding, the fund will maintain appropriate liquid assets in a
segregated custodial account to cover its obligation under the agreement. A
fund will enter into reverse repurchase agreements only with parties whose
creditworthiness has been found satisfactory by FMR. Such transactions may
increase fluctuations in the market value of the fund's assets and may be
viewed as a form of leverage.
SECURITIES LENDING. A fund may lend securities to parties such as
broker-dealers or institutional investors, including Fidelity Brokerage
Services, Inc. (FBSI). FBSI is a member of the New York Stock Exchange and
a subsidiary of FMR Corp.
Securities lending allows a fund to retain ownership of the securities
loaned and, at the same time, to earn additional income. Since there may be
delays in the recovery of loaned securities, or even a loss of rights in
collateral supplied should the borrower fail financially, loans will be
made only to parties deemed by FMR to be of good standing. Furthermore,
they will only be made if, in FMR's judgment, the consideration to be
earned from such loans would justify the risk.
FMR understands that it is the current view of the SEC Staff that a fund
may engage in loan transactions only under the following conditions: (1)
the fund must receive 100% collateral in the form of cash or cash
equivalents (e.g., U.S. Treasury bills or notes) from the borrower; (2) the
borrower must increase the collateral whenever the market value of the
securities loaned (determined on a daily basis) rises above the value of
the collateral; (3) after giving notice, the fund must be able to terminate
the loan at any time; (4) the fund must receive reasonable interest on the
loan or a flat fee from the borrower, as well as amounts equivalent to any
dividends, interest, or other distributions on the securities loaned and to
any increase in market value; (5) the fund may pay only reasonable
custodian fees in connection with the loan; and (6) the Board of Trustees
must be able to vote proxies on the securities loaned, either by
terminating the loan or by entering into an alternative arrangement with
the borrower.
Cash received through loan transactions may be invested in any security in
which a fund is authorized to invest. Investing this cash subjects that
investment, as well as the security loaned, to market forces (i.e., capital
appreciation or depreciation).
STRIPPED MORTGAGE-BACKED SECURITIES are created when a U.S. government
agency or a financial institution separates the interest and principal
components of a mortgage-backed security and sells them as individual
securities. The holder of the "principal-only" security (PO) receives the
principal payments made by the underlying mortgage-backed security, while
the holder of the "interest-only" security (IO) receives interest payments
from the same underlying security.
The prices of stripped mortgage-backed securities may be particularly
affected by changes in interest rates. As interest rates fall, prepayment
rates tend to increase, which tends to reduce prices of IOs and increase
prices of POs. Rising interest rates can have the opposite effect.
SWAP AGREEMENTS. Swap agreements can be individually negotiated and
structured to include exposure to a variety of different types of
investments or market factors. Depending on their structure, swap
agreements may increase or decrease a fund's exposure to long- or
short-term interest rates, mortgage securities, corporate borrowing rates,
or other factors such as security prices or inflation rates. Swap
agreements can take many different forms and are known by a variety of
names. A fund is not limited to any particular form of swap agreement if
FMR determines it is consistent with the fund's investment objective and
policies.
In a typical cap or floor agreement, one party agrees to make payments only
under specified circumstances, usually in return for payment of a fee by
the other party. For example, the buyer of an interest rate cap obtains the
right to receive payments to the extent that a specified interest rate
exceeds an agreed-upon level, while the seller of an interest rate floor is
obligated to make payments to the extent that a specified interest rate
falls below an agreed-upon level. An interest rate collar combines elements
of buying a cap and selling a floor.
Swap agreements will tend to shift a fund's investment exposure from one
type of investment to another. For example, if the fund agreed to pay fixed
rates in exchange for floating rates while holding fixed-rate bonds, the
swap would tend to decrease the fund's exposure to long-term interest
rates. Caps and floors have an effect similar to buying or writing options.
Depending on how they are used, swap agreements may increase or decrease
the overall volatility of a fund's investments and its share price and
yield.
The most significant factor in the performance of swap agreements is the
change in the specific interest rate or other factors that determine the
amounts of payments due to and from a fund. If a swap agreement calls for
payments by the fund, the fund must be prepared to make such payments when
due. In addition, if the counterparty's creditworthiness declined, the
value of a swap agreement would be likely to decline, potentially resulting
in losses. Each fund expects to be able to eliminate its exposure under
swap agreements either by assignment or other disposition, or by entering
into an offsetting swap agreement with the same party or a similarly
creditworthy party.
Each fund will maintain appropriate liquid assets in a segregated custodial
account to cover its current obligations under swap agreements. If a fund
enters into a swap agreement on a net basis, it will segregate assets with
a daily value at least equal to the excess, if any, of the fund's accrued
obligations under the swap agreement over the accrued amount the fund is
entitled to receive under the agreement. If a fund enters into a swap
agreement on other than a net basis, it will segregate assets with a value
equal to the full amount of the fund's accrued obligations under the
agreement.
VARIABLE OR FLOATING RATE OBLIGATIONS bear variable or floating interest
rates and carry rights that permit holders to demand payment of the unpaid
principal balance plus accrued interest from the issuers or certain
financial intermediaries. Floating rate instruments have interest rates
that change whenever there is a change in a designated base rate while
variable rate instruments provide for a specified periodic adjustment in
the interest rate. These formulas are designed to result in a market value
for the instrument that approximates its par value.
ZERO COUPON BONDS. Zero coupon bonds do not make interest payments;
instead, they are sold at a deep discount from their face value and are
redeemed at face value when they mature. Because zero coupon bonds do not
pay current income, their prices can be very volatile when interest rates
change. In calculating its dividends, a fund takes into account as income a
portion of the difference between a zero coupon bond's purchase price and
its face value.
A broker-dealer creates a DERIVATIVE ZERO by separating the interest and
principal components of a U.S. Treasury security and selling them as two
individual securities. CATS (Certificates of Accrual on Treasury
Securities), TIGRs (Treasury Investment Growth Receipts), and TRs (Treasury
Receipts) are examples of derivative zeros.
The Federal Reserve Bank creates STRIPS (Separate Trading of Registered
Interest and Principal of Securities) by separating the interest and
principal components of an outstanding U.S. Treasury bond and selling them
as individual securities. Bonds issued by the Resolution Funding
Corporation (REFCORP) and the Financing Corporation (FICO) can also be
separated in this fashion. ORIGINAL ISSUE ZEROS are zero coupon securities
originally issued by the U.S. government, a government agency, or a
corporation in zero coupon form.
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed on
behalf of each fund by FMR pursuant to authority contained in the
management contract. FMR is also responsible for the placement of
transaction orders for other investment companies and accounts for which it
or its affiliates act as investment adviser. In selecting broker-dealers,
subject to applicable limitations of the federal securities laws, FMR
considers various relevant factors, including, but not limited to: the size
and type of the transaction; the nature and character of the markets for
the security to be purchased or sold; the execution efficiency, settlement
capability, and financial condition of the broker-dealer firm; the
broker-dealer's execution services rendered on a continuing basis; and the
reasonableness of any commissions.
The funds may execute portfolio transactions with broker-dealers who
provide research and execution services to the funds or other accounts over
which FMR or its affiliates exercise investment discretion. Such services
may include advice concerning the value of securities; the advisability of
investing in, purchasing, or selling securities; and the availability of
securities or the purchasers or sellers of securities. In addition, such
broker-dealers may furnish analyses and reports concerning issuers,
industries, securities, economic factors and trends, portfolio strategy,
and performance of accounts; effect securities transactions, and perform
functions incidental thereto (such as clearance and settlement). The
selection of such broker-dealers generally is made by FMR (to the extent
possible consistent with execution considerations) based upon the quality
of research and execution services provided.
The receipt of research from broker-dealers that execute transactions on
behalf of the funds may be useful to FMR in rendering investment management
services to the funds or its other clients, and conversely, such research
provided by broker-dealers who have executed transaction orders on behalf
of other FMR clients may be useful to FMR in carrying out its obligations
to the funds. The receipt of such research has not reduced FMR's normal
independent research activities; however, it enables FMR to avoid the
additional expenses that could be incurred if FMR tried to develop
comparable information through its own efforts.
Subject to applicable limitations of the federal securities laws,
broker-dealers may receive commissions for agency transactions that are in
excess of the amount of commissions charged by other broker-dealers in
recognition of their research and execution services. In order to cause
each fund to pay such higher commissions, FMR must determine in good faith
that such commissions are reasonable in relation to the value of the
brokerage and research services provided by such executing broker-dealers,
viewed in terms of a particular transaction or FMR's overall
responsibilities to the funds and its other clients. In reaching this
determination, FMR will not attempt to place a specific dollar value on the
brokerage and research services provided, or to determine what portion of
the compensation should be related to those services.
FMR is authorized to use research services provided by and to place
portfolio transactions with brokerage firms that have provided assistance
in the distribution of shares of the funds or shares of other Fidelity
funds to the extent permitted by law. FMR may use research services
provided by and place agency transactions with Fidelity Brokerage Services,
Inc. (FBSI) and Fidelity Brokerage Services (FBS), subsidiaries of FMR
Corp., if the commissions are fair, reasonable, and comparable to
commissions charged by non-affiliated, qualified brokerage firms for
similar services. From September 1992 through December 1994, FBS operated
under the name Fidelity Brokerage Services Limited, Inc. (FBSL). As of
January 1995, FBSL was converted to an unlimited liability company and
assumed the name FBS. Prior to September 4, 1992, FBSL operated under the
name Fidelity Portfolio Services, Ltd. (FPSL) as a wholly-owned subsidiary
of Fidelity International Limited (FIL). Edward C. Johnson 3d is Chairman
of FIL. Mr. Johnson 3d, Johnson family members, and various trusts for the
benefit of the Johnson family own, directly or indirectly, more than 25% of
the voting common stock of FIL.
Section 11(a) of the Securities Exchange Act of 1934 prohibits members of
national securities exchanges from executing exchange transactions for
accounts which they or their affiliates manage, unless certain requirements
are satisfied. Pursuant to such requirements, the Board of Trustees has
authorized FBSI to execute portfolio transactions on national securities
exchanges in accordance with approved procedures and applicable SEC rules.
Each fund's Trustees periodically review FMR's performance of its
responsibilities in connection with the placement of portfolio transactions
on behalf of the funds and review the commissions paid by each fund over
representative periods of time to determine if they are reasonable in
relation to the benefits to the fund.
For the fiscal periods ended April 30, 1995 and 1994, the portfolio
turnover rates were 282% and 271%, respectively, for Spartan
Short-Intermediate Government and 303% and 354%, respectively, for Spartan
Government Income. Because a high turnover rate increases transaction costs
and may increase taxable gains, FMR carefully weighs the anticipated
benefits of short-term investing against these consequences.
For fiscal year 1995, 1994, and 1993, Spartan Short-Intermediate Government
and Spartan Government Income paid no brokerage commissions.
From time to time the Trustees will review whether the recapture for the
benefit of the funds of some portion of the brokerage commissions or
similar fees paid by the funds on portfolio transactions is legally
permissible and advisable. Each fund seeks to recapture soliciting
broker-dealer fees on the tender of portfolio securities, but at present no
other recapture arrangements are in effect. The Trustees intend to continue
to review whether recapture opportunities are available and are legally
permissible and, if so, to determine in the exercise of their business
judgment whether it would be advisable for each fund to seek such
recapture.
Although the Trustees and officers of each fund are substantially the same
as those of other funds managed by FMR, investment decisions for each fund
are made independently from those of other funds managed by FMR or accounts
managed by FMR affiliates. It sometimes happens that the same security is
held in the portfolio of more than one of these funds or accounts.
Simultaneous transactions are inevitable when several funds and accounts
are managed by the same investment adviser, particularly when the same
security is suitable for the investment objective of more than one fund or
account.
When two or more funds are simultaneously engaged in the purchase or sale
of the same security, the prices and amounts are allocated in accordance
with procedures believed to be appropriate and equitable for each fund. In
some cases this system could have a detrimental effect on the price or
value of the security as far as each fund is concerned. In other cases,
however, the ability of the funds to participate in volume transactions
will produce better executions and prices for the funds. It is the current
opinion of the Trustees that the desirability of retaining FMR as
investment adviser to each fund outweighs any disadvantages that may be
said to exist from exposure to simultaneous transactions.
VALUATION OF PORTFOLIO SECURITIES
Each fund's net asset value per share (NAV) is determined by FSC under
procedures established by the Board of Trustees. Portfolio securities are
valued primarily on the basis of valuations furnished by a pricing service
which uses both dealer-supplied valuations and electronic data processing
techniques that take into account appropriate factors such as
institutional-size trading in similar groups of securities, yield, quality,
coupon rate, maturity, type of issue, trading characteristics, and other
market data, without exclusive reliance on quoted prices or exchange or
over-the-counter prices, since such valuations are believed to reflect more
accurately the fair value of such securities. Use of the pricing service
has been approved by the Board of Trustees. There are a number of pricing
services available, and the Trustees, or officers acting on behalf of the
Trustees, on the basis of ongoing evaluation of these services, may use
other pricing services or discontinue the use of any pricing service in
whole or in part. Securities not valued by the pricing service and for
which quotations are readily available are valued at market values
determined on the basis of their latest available bid prices as furnished
by recognized dealers in such securities. Futures contracts and options are
valued on the basis of market quotations, if available. Securities and
other assets for which quotations or pricing service valuations are not
readily available are valued at their fair value as determined in good
faith under consistently applied procedures under the general supervision
of the Board of Trustees.
PERFORMANCE
The funds may quote performance in various ways. All performance
information supplied by the funds in advertising is historical and is not
intended to indicate future returns. Each fund's share price, yield, and
total return fluctuate in response to market conditions and other factors,
and the value of fund shares when redeemed may be more or less than their
original cost.
YIELD CALCULATIONS. Yields for a fund are computed by dividing the fund's
interest income for a given 30-day or one-month period, net of expenses, by
the average number of shares entitled to receive distributions during the
period, dividing this figure by the fund's net asset value (NAV) at the end
of the period, and annualizing the result (assuming compounding of income)
in order to arrive at an annual percentage rate. Income is calculated for
purposes of yield quotations in accordance with standardized methods
applicable to all stock and bond funds. In general, interest income is
reduced with respect to bonds trading at a premium over their par value by
subtracting a portion of the premium from income on a daily basis, and is
increased with respect to bonds trading at a discount by adding a portion
of the discount to daily income. Capital gains and losses generally are
excluded from the calculation.
Income calculated for the purposes of calculating a fund's yield differs
from income as determined for other accounting purposes. Because of the
different accounting methods used, and because of the compounding of income
assumed in yield calculations, a fund's yield may not equal its
distribution rate, the income paid to your account, or the income reported
in the fund's financial statements.
Yield information may be useful in reviewing a fund's performance and in
providing a basis for comparison with other investment alternatives.
However, each fund's yield fluctuates, unlike investments that pay a fixed
interest rate over a stated period of time. When comparing investment
alternatives, investors should also note the quality and maturity of the
portfolio securities of respective investment companies they have chosen to
consider.
Investors should recognize that in periods of declining interest rates a
fund's yield will tend to be somewhat higher than prevailing market rates,
and in periods of rising interest rates the fund's yield will tend to be
somewhat lower. Also, when interest rates are falling, the inflow of net
new money to a fund from the continuous sale of its shares will likely be
invested in instruments producing lower yields than the balance of the
fund's holdings, thereby reducing the fund's current yield. In periods of
rising interest rates, the opposite can be expected to occur.
TOTAL RETURN CALCULATIONS. Total returns quoted in advertising reflect all
aspects of a fund's return, including the effect of reinvesting dividends
and capital gain distributions, and any change in the fund's NAV over a
stated period. Average annual total returns are calculated by determining
the growth or decline in value of a hypothetical historical investment in a
fund over a stated period, and then calculating the annually compounded
percentage rate that would have produced the same result if the rate of
growth or decline in value had been constant over the period. For example,
a cumulative total return of 100% over ten years would produce an average
annual return of 7.18%, which is the steady annual rate of return that
would equal 100% growth on a compounded basis in ten years. While average
annual returns are a convenient means of comparing investment alternatives,
investors should realize that a fund's performance is not constant over
time, but changes from year to year, and that average annual returns
represent averaged figures as opposed to the actual year-to-year
performance of the fund.
In addition to average annual total returns, a fund may quote unaveraged or
cumulative total returns reflecting the simple change in value of an
investment over a stated period. Average annual and cumulative total
returns may be quoted as a percentage or as a dollar amount, and may be
calculated for a single investment, a series of investments, or a series of
redemptions, over any time period. Total returns may be broken down into
their components of income and capital (including capital gains and changes
in share price) in order to illustrate the relationship of these factors
and their contributions to total return. Total returns may be quoted on a
before-tax or after-tax basis. Total returns, yields, and other performance
information may be quoted numerically or in a table, graph, or similar
illustration, and may omit or include the effect of the $5.00 account
closeout fee.
NET ASSET VALUE. Charts and graphs using a fund's net asset values,
adjusted net asset values, and benchmark indices may be used to exhibit
performance. An adjusted NAV includes any distributions paid by a fund and
reflects all elements of its return. Unless otherwise indicated, a fund's
adjusted NAVs are not adjusted for sales charges, if any.
HISTORICAL FUND RESULTS. The following tables show each fund's yields and
total returns for periods ended April 30, 1995. Total return figures
include the effect of the $5.00 account closeout fee based on an average
sized account.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Average Annual Total Returns Cumulative Total Returns

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
30-Day One Five Life of One Five Life of
Yield Year Years Fund Year Years Fund

Spartan Short-Intermediate 6.66% 6.58% n/a 4.33%* 6.58% n/a 10.56%*
Government

Spartan Government Income 6.51% 7.31% 8.58% 8.85%** 7.31% 50.91% 71.52%**

</TABLE>

* From December 18, 1992 (commencement of operations)
** From December 20, 1988 (commencement of operations).
Note: If FMR had not reimbursed certain fund expenses during these
periods, the Spartan Short-Intermediate's total returns would have been
lower.
The following tables show the income and capital elements of each fund's
cumulative total return. The tables compare each fund's return to the
record of the Standard & Poor's Composite Index of 500 Stocks (S&P 500),
the Dow Jones Industrial Average (DJIA), and the cost of living (measured
by the Consumer Price Index, or CPI) over the same period. The CPI
information is as of the month end closest to the initial investment date
for each fund. The S&P 500 and DJIA comparisons are provided to show how
each fund's total return compared to the record of a broad average of
common stocks and a narrower set of stocks of major industrial companies,
respectively, over the same period. Of course, since each fund invests in
fixed-income securities, common stocks represent a different type of
investment from the fund. Common stocks generally offer greater growth
potential than the funds, but generally experience greater price
volatility, which means greater potential for loss. In addition, common
stocks generally provide lower income than a fixed-income investment such
as the funds. Figures for the S&P 500 and DJIA are based on the prices of
unmanaged groups of stocks and, unlike the funds' returns, do not include
the effect of paying brokerage commissions or other costs of investing.
SPARTAN SHORT-INTERMEDIATE GOVERNMENT. During the period from December 18,
1992 (commencement of operations) to April 30, 1995, a hypothetical $10,000
investment in Spartan Short-Intermediate Government would have grown to
$11,057, assuming all distributions were reinvested. This was a period of
fluctuating interest rates and bond prices and the figures below should not
be considered representative of the dividend income or capital gain or loss
that could be realized from an investment in the fund today.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
SPARTAN SHORT-INTERMEDIATE GOVERNMENT FUND INDICES

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Year Ended Value of Value of Value of Total S&P 500 DJIA Cost of
April 30 Initial Reinvested Reinvested Value Living**
$10,000 Dividend Capital Gain
Investment Distributions Distributions

1995 $ 9,440 $ 1,607 $ 10 $ 11,057 $ 12,620 $ 14,113 $ 10,705

1994 $ 9,490 $ 873 $ 10 $ 10,373 $ 10,744 $ 11,705 $ 10,388

1993* $ 10,090 $ 253 $ 0 $ 10,343 $ 10,201 $ 10,600 $ 10,148

</TABLE>

* From December 18, 1992 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 made on December
18, 1992, the net amount invested in fund shares was $10,000. The cost of
the initial investment ($10,000), together with the aggregate cost of
reinvested dividends and capital gain distributions for the period covered
(their cash value at the time they were reinvested), amounted to $11,658.
If distributions had not been reinvested, the amount of distributions
earned from the fund over time would have been smaller, and cash payments
for the period would have amounted to $1,527 for dividends and $10 for
capital gains distributions. Tax consequences of different investments have
not been factored into the above figures. The figures in the table do not
reflect the effect of the fund's $5.00 account closeout fee.
SPARTAN GOVERNMENT INCOME. During the period from December 20, 1988
(commencement of operations) to April 30, 1995, a hypothetical $10,000
investment in Spartan Government Income would have grown to $17,153,
assuming all distributions were reinvested. This was a period of
fluctuating interest rates and bond prices and the figures below should not
be considered representative of the dividend income or capital gain or loss
that could be realized from an investment in the fund today.
SPARTAN GOVERNMENT INCOME FUND INDICES

1995 $ 9,950 $ 6,225 $ 978 $ 17,153 $ 22,505 $ 24,392 $ 12,606

1994 $ 10,000 $ 5,000 $ 983 $ 15,983 $ 19,160 $ 20,230 $ 12,232

1993 $ 10,930 $ 4,566 $ 672 $ 16,168 $ 18,191 $ 18,320 $ 11,950

1992 $ 10,900 $ 3,565 $ 84 $ 14,550 $ 16,651 $ 17,428 $ 11,577

1991 $ 10,640 $ 2,429 $ 33 $ 13,102 $ 14,600 $ 14,528 $ 11,220

1990 $ 10,030 $ 1,305 $ 31 $ 11,366 $ 12,414 $ 12,869 $ 10,697

1989* $ 10,050 $ 333 $ 0 $ 10,383 $ 11,228 $ 11,283 $ 10,216

</TABLE>

* From December 20, 1988 (commencement of operations).
** From month-end closest to initial investment date
Explanatory Notes: With an initial investment of $10,000 made on December
20, 1988, the net amount invested in fund shares was $10,000. The cost of
the initial investment ($10,000), together with the aggregate cost of
reinvested dividends and capital gain distributions for the period covered
(their cash value at the time they were reinvested), amounted to $17,605.
If distributions had not been reinvested, the amount of distributions
earned from the fund over time would have been smaller, and cash payments
for the period would have amounted to $4,996 for dividends and $750 for
capital gains distributions. Tax consequences of different investments have
not been factored into the above figures. The figures in the table do not
reflect the effect of the fund's $5.00 account closeout fee.
A fund's performance may be compared to the performance of other mutual
funds in general, or to the performance of particular types of mutual
funds. These comparisons may be expressed as mutual fund rankings prepared
by Lipper Analytical Services, Inc. (Lipper), an independent service
located in Summit, New Jersey that monitors the performance of mutual
funds. Lipper generally ranks funds on the basis of total return, assuming
reinvestment of distributions, but does not take sales charges or
redemption fees into consideration, and is prepared without regard to tax
consequences. Lipper may also rank funds based on yield. In addition to the
mutual fund rankings, a fund's performance may be compared to stock, bond,
and money market mutual fund performance indices prepared by Lipper or
other organizations. When comparing these indices, it is important to
remember the risk and return characteristics of each type of investment.
For example, while stock mutual funds may offer higher potential returns,
they also carry the highest degree of share price volatility. Likewise,
money market funds may offer greater stability of principal, but generally
do not offer the higher potential returns from stock mutual funds.
From time to time, a fund's performance may also be compared to other
mutual funds tracked by financial or business publications and periodicals.
For example, the fund may quote Morningstar, Inc. in its advertising
materials. Morningstar, Inc. is a mutual fund rating service that rates
mutual funds on the basis of risk-adjusted performance. Rankings that
compare the performance of Fidelity funds to one another in appropriate
categories over specific periods of time may also be quoted in advertising.
A fund may be compared in advertising to Certificates of Deposit (CDs) or
other investments issued by banks or other depository institutions. Mutual
funds differ from bank investments in several respects. For example, a fund
may offer greater liquidity or higher potential returns than CDs, a fund
does not guarantee your principal or your return, and fund shares are not
FDIC insured.
Fidelity may provide information designed to help individuals understand
their investment goals and explore various financial strategies. Such
information may include information about current economic, market, and
political conditions; materials that describe general principles of
investing, such as asset allocation, diversification, risk tolerance, and
goal setting; questionnaires designed to help create a personal financial
profile; worksheets used to project savings needs based on assumed rates of
inflation and hypothetical rates of return; and action plans offering
investment alternatives. Materials may also include discussions of
Fidelity's asset allocation funds and other Fidelity funds, products, and
services.
Ibbotson Associates of Chicago, Illinois (Ibbotson) provides historical
returns of the capital markets in the United States, including common
stocks, small capitalization stocks, long-term corporate bonds,
intermediate-term government bonds, long-term government bonds, Treasury
bills, the U.S. rate of inflation (based on the CPI), and combinations of
various capital markets. The performance of these capital markets is based
on the returns of different indices.
Fidelity funds may use the performance of these capital markets in order to
demonstrate general risk-versus-reward investment scenarios. Performance
comparisons may also include the value of a hypothetical investment in any
of these capital markets. The risks associated with the security types in
any capital market may or may not correspond directly to those of the
funds. Ibbotson calculates total returns in the same method as the funds.
The funds may also compare performance to that of other compilations or
indices that may be developed and made available in the future.
A fund may compare its performance or the performance of securities in
which it may invest to averages published by IBC USA (Publications), Inc.
of Ashland, Massachusetts. These averages assume reinvestment of
distributions. The IBC/Donoghue's MONEY FUND
AVERAGES(trademark)/Government, which is reported in the MONEY FUND
REPORT(registered trademark), covers 226 government money market funds. The
Bond Fund Report AverageS(trademark)/Government, which is reported in the
BOND FUND REPORT(registered trademark), covers 254 government bond funds.
When evaluating comparisons to money market funds, investors should
consider the relevant differences in investment objectives and policies.
Specifically, money market funds invest in short-term, high-quality
instruments and seek to maintain a stable $1.00 share price. The funds,
however, invest in longer-term instruments and each fund's share price
changes daily in response to a variety of factors.
In advertising materials, Fidelity may reference or discuss its products
and services, which may include: other Fidelity funds; retirement
investing; brokerage products and services; the effects of periodic
investment plans and dollar cost averaging; saving for college or other
goals; charitable giving; and the Fidelity credit card. In addition,
Fidelity may quote or reprint financial or business publications and
periodicals, including model portfolios or allocations, as they relate to
current economic and political conditions, fund management, portfolio
composition, investment philosophy, investment techniques, the desirability
of owning a particular mutual fund, and Fidelity services and products.
Fidelity may also reprint, and use as advertising and sales literature,
articles from Fidelity Focus, a quarterly magazine provided free of charge
to Fidelity fund shareholders.
A fund may present its fund number, Quotron(trademark) number, and CUSIP
number, and discuss or quote its current portfolio manager.
VOLATILITY. A fund may quote various measures of volatility and benchmark
correlation in advertising. In addition, the fund may compare these
measures to those of other funds. Measures of volatility seek to compare
the fund's historical share price fluctuations or total returns to those of
a benchmark. Measures of benchmark correlation indicate how valid a
comparative benchmark may be. All measures of volatility and correlation
are calculated using averages of historical data. In advertising, a fund
may also discuss or illustrate examples of interest rate sensitivity.
MOMENTUM INDICATORS indicate a fund's price movements over specific periods
of time. Each point on the momentum indicator represents the fund's
percentage change in price movements over that period.
A fund may advertise examples of the effects of periodic investment plans,
including the principle of dollar cost averaging. In such a program, an
investor invests a fixed dollar amount in a fund at periodic intervals,
thereby purchasing fewer shares when prices are high and more shares when
prices are low. While such a strategy does not assure a profit or guard
against loss in a declining market, the investor's average cost per share
can be lower than if fixed numbers of shares are purchased at the same
intervals. In evaluating such a plan, investors should consider their
ability to continue purchasing shares during periods of low price levels.
A fund may be available for purchase through retirement plans or other
programs offering deferral of, or exemption from, income taxes, which may
produce superior after-tax returns over time. For example, a $1,000
investment earning a taxable return of 10% annually would have an after-tax
value of $1,949 after ten years, assuming tax was deducted from the return
each year at a 31% rate. An equivalent tax-deferred investment would have
an after-tax value of $2,100 after ten years, assuming tax was deducted at
a 31% rate from the tax-deferred earnings at the end of the ten-year
period.
As of April 30, 1995, FMR advised over $24 billion in tax-free fund assets,
$70 billion in money market fund assets, $180 billion in equity fund
assets, $43 billion in international fund assets, and $21 billion in
Spartan fund assets. The funds may reference the growth and variety of
money market mutual funds and the adviser's innovation and participation in
the industry. The equity funds under management figure represents the
largest amount of equity fund assets under management by a mutual fund
investment adviser in the United States, making FMR America's leading
equity (stock) fund manager. FMR, its subsidiaries, and affiliates maintain
a worldwide information and communications network for the purpose of
researching and managing investments abroad.
In addition to performance rankings, each fund may compare its total
expense ratio to the average total expense ratio of similar funds tracked
by Lipper. A fund's total expense ratio is a significant factor in
comparing bond and money market investments because of its effect on yield.
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
Each fund is open for business and its net asset value per share (NAV) is
calculated each day the New York Stock Exchange (NYSE) is open for trading.
The NYSE has designated the following holiday closings for 1995: New Year's
Day (observed), Presidents' Day (observed), Good Friday, Memorial Day
(observed), Independence Day, Labor Day, Thanksgiving Day, and Christmas
Day. Although FMR expects the same holiday schedule to be observed in the
future, the NYSE may modify its holiday schedule at any time. In addition,
the funds will not process wire purchases and redemptions on days when the
Federal Reserve Wire System is closed.
FSC normally determines each fund's NAV as of the close of the NYSE
(normally 4:00 p.m. Eastern time). However, NAV may be calculated earlier
if trading on the NYSE is restricted or as permitted by the SEC. To the
extent that portfolio securities are traded in other markets on days when
the NYSE is closed, a fund's NAV may be affected on days when investors do
not have access to the fund to purchase or redeem shares. In addition,
trading in some of a fund's portfolio securities may not occur on days when
the fund is open for business.
If the Trustees determine that existing conditions make cash payments
undesirable, redemption payments may be made in whole or in part in
securities or other property, valued for this purpose as they are valued in
computing a fund's NAV. Shareholders receiving securities or other property
on redemption may realize a gain or loss for tax purposes, and will incur
any costs of sale, as well as the associated inconveniences.
Pursuant to Rule 11a-3 under the Investment Company Act of 1940 (the 1940
Act), each fund is required to give shareholders at least 60 days' notice
prior to terminating or modifying its exchange privilege. Under the Rule,
the 60-day notification requirement may be waived if (i) the only effect of
a modification would be to reduce or eliminate an administrative fee,
redemption fee, or deferred sales charge ordinarily payable at the time of
an exchange, or (ii) the fund suspends the redemption of the shares to be
exchanged as permitted under the 1940 Act or the rules and regulations
thereunder, or the fund to be acquired suspends the sale of its shares
because it is unable to invest amounts effectively in accordance with its
investment objective and policies.
In the Prospectus, each fund has notified shareholders that it reserves the
right at any time, without prior notice, to refuse exchange purchases by
any person or group if, in FMR's judgment, the fund would be unable to
invest effectively in accordance with its investment objective and
policies, or would otherwise potentially be adversely affected.
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS. If you request to have distributions mailed to you and the
U.S. Postal Service cannot deliver your checks, or if your checks remain
uncashed for six months, Fidelity may reinvest your distributions at the
then-current NAV. All subsequent distributions will then be reinvested
until you provide Fidelity with alternate instructions.
DIVIDENDS. Because each fund's income is primarily derived from interest,
dividends from the fund generally will not qualify for the
dividends-received deduction available to corporate shareholders.
Short-term capital gains are distributed as dividend income, but do not
qualify for the dividends-received deduction. A portion of each fund's
dividends derived from certain U.S. government obligations may be exempt
from state and local taxation. Each fund will send each shareholder a
notice in January describing the tax status of dividend and capital gain
distributions for the prior year.
CAPITAL GAIN DISTRIBUTIONS. Long-term capital gains earned by each fund on
the sale of securities and distributed to shareholders are federally
taxable as long-term capital gains, regardless of the length of time
shareholders have held their shares. If a shareholder receives a long-term
capital gain distribution on shares of a fund, and such shares are held six
months or less and are sold at a loss, the portion of the loss equal to the
amount of the long-term capital gain distribution will be considered a
long-term loss for tax purposes. Short-term capital gains distributed by
each fund are taxable to shareholders as dividends, not as capital gains.
As of April 30, 1995, Spartan Short-Intermediate Government has a
$2,494,000 capital loss carryover, of which $168,000 and $2,326,000 will
expire on April 30, 2002 and April 30, 2003, respectively. As of April 30,
1995, Spartan Government Income has a capital loss carryforward of
$13,235,000, all of which will expire on April 30, 2003.
STATE AND LOCAL TAX ISSUES. For mutual funds organized as business trusts,
state law provides for a pass-through of the state and local income tax
exemption afforded to direct owners of U.S. government securities. Some
states limit this to mutual funds that invest a certain amount in U.S.
government securities, and some types of securities, such as repurchase
agreements and some agency backed securities, may not qualify for this
benefit. The tax treatment of your dividend distributions from a fund will
be the same as if you directly owned your proportionate share of the U.S.
government securities in each fund's portfolio. Because the income earned
on most U.S. government securities in which each fund invests is exempt
from state and local income taxes, the portion of your dividends from each
fund attributable to these securities will also be free from income taxes.
The exemption from state and local income taxation does not preclude states
from assessing other taxes on the ownership of U.S. government securities.
In a number of states, corporate franchise (income) tax laws do not exempt
interest earned on U.S. government securities whether such securities are
held directly or through a fund.
TAX STATUS OF THE FUNDS. Each fund intends to qualify each year as a
"regulated investment company" for tax purposes so that it will not be
liable for federal tax on income and capital gains distributed to
shareholders. In order to qualify as a regulated investment company and
avoid being subject to federal income or excise taxes at the fund level,
each fund intends to distribute substantially all of its net investment
income and net realized capital gains within each calendar year as well as
on a fiscal year basis. Each fund intends to comply with other tax rules
applicable to regulated investment companies, including a requirement that
capital gains from the sale of securities held less than three months
constitute less than 30% of the fund's gross income for each fiscal year.
Gains from some futures contracts and options are included in this 30%
calculation, which may limit a fund's investments in such instruments.
Each fund is treated as a separate entity from the other funds of Fidelity
Fixed-Income Trust for tax purposes.
OTHER TAX INFORMATION. The information above is only a summary of some of
the tax consequences generally affecting each fund and its shareholders,
and no attempt has been made to discuss individual tax consequences. In
addition to federal income taxes, shareholders may be subject to state and
local taxes on fund distributions, and shares may be subject to state and
local personal property taxes. Investors should consult their tax advisers
to determine whether a fund is suitable to their particular tax situation.
FMR
All of the stock of FMR is owned by FMR Corp., its parent company organized
in 1972. Through ownership of voting common stock and the execution of a
shareholders' voting agreement, Edward C. Johnson 3d, Johnson family
members, and various trusts for the benefit of the Johnson family form a
controlling group with respect to FMR Corp.
At present, the principal operating activities of FMR Corp. are those
conducted by three of its divisions as follows: FSC, which is the transfer
and shareholder servicing agent for certain of the funds advised by FMR;
Fidelity Investments Institutional Operations Company, which performs
shareholder servicing functions for institutional customers and funds sold
through intermediaries; and Fidelity Investments Retail Marketing Company,
which provides marketing services to various companies within the Fidelity
organization.
Fidelity investment personnel may invest in securities for their own
account pursuant to a code of ethics that sets forth all employees'
fiduciary responsibilities regarding the funds, establishes procedures for
personal investing and restricts certain transactions. For example, all
personal trades in most securities require pre-clearance, and participation
in initial public offerings is prohibited. In addition, restrictions on the
timing of personal investing in relation to trades by Fidelity funds and on
short-term trading have been adopted.
TRUSTEES AND OFFICERS
The Trustees and executive officers of the trust are listed below. Except
as indicated, each individual has held the office shown or other offices in
the same company for the last five years. All persons named as Trustees
also serve in similar capacities for other funds advised by FMR. Unless
otherwise noted, the business address of each Trustee and officer is 82
Devonshire Street, Boston, Massachusetts 02109, which is also the address
of FMR. Those Trustees who are "interested persons" (as defined in the
Investment Company Act of 1940) by virtue of their affiliation with either
the trust or FMR are indicated by an asterisk (*).
*EDWARD C. JOHNSON 3d (64), Trustee and President, is Chairman, Chief
Executive Officer and a Director of FMR Corp.; a Director and Chairman of
the Board and of the Executive Committee of FMR; Chairman and a Director of
FMR Texas Inc., Fidelity Management & Research (U.K.) Inc., and Fidelity
Management & Research (Far East) Inc.
*J. GARY BURKHEAD (53), Trustee and Senior Vice President, is President of
FMR; and President and a Director of FMR Texas Inc., Fidelity Management &
Research (U.K.) Inc., and Fidelity Management & Research (Far East) Inc.
RALPH F. COX (62), 200 Rivercrest Drive, Fort Worth, TX, Trustee (1991), is
a consultant to Western Mining Corporation (1994). Prior to February 1994,
he was President of Greenhill Petroleum Corporation (petroleum exploration
and production, 1990). Until March 1990, Mr. Cox was President and Chief
Operating Officer of Union Pacific Resources Company (exploration and
production). He is a Director of Sanifill Corporation (non-hazardous waste,
1993) and CH2M Hill Companies (engineering). In addition, he served on the
Board of Directors of the Norton Company (manufacturer of industrial
devices, 1983-1990) and continues to serve on the Board of Directors of the
Texas State Chamber of Commerce, and is a member of advisory boards of
Texas A&M University and the University of Texas at Austin.
PHYLLIS BURKE DAVIS (63), P.O. Box 264, Bridgehampton, NY, Trustee (1992).
Prior to her retirement in September 1991, Mrs. Davis was the Senior Vice
President of Corporate Affairs of Avon Products, Inc. She is currently a
Director of BellSouth Corporation (telecommunications), Eaton Corporation
(manufacturing, 1991), and the TJX Companies, Inc. (retail stores, 1990),
and previously served as a Director of Hallmark Cards, Inc. (1985-1991) and
Nabisco Brands, Inc. In addition, she is a member of the President's
Advisory Council of The University of Vermont School of Business
Administration.
RICHARD J. FLYNN (71), 77 Fiske Hill, Sturbridge, MA, Trustee, is a
financial consultant. Prior to September 1986, Mr. Flynn was Vice Chairman
and a Director of the Norton Company (manufacturer of industrial devices).
He is currently a Trustee of College of the Holy Cross and Old Sturbridge
Village, Inc., and he previously served as a Director of Mechanics Bank
(1971-1995).
E. BRADLEY JONES (67), 3881-2 Lander Road, Chagrin Falls, OH, Trustee
(1990). Prior to his retirement in 1984, Mr. Jones was Chairman and Chief
Executive Officer of LTV Steel Company. He is a Director of TRW Inc.
(original equipment and replacement products), Cleveland-Cliffs Inc.
(mining), Consolidated Rail Corporation, Birmingham Steel Corporation, and
RPM, Inc. (manufacturer of chemical products, 1990), and he previously
served as Director of NACCO Industries, Inc. (mining and marketing,
1985-1995), and Hyster-Yale Materials Handling, Inc. (1985-1995). In
addition, he serves as a Trustee of First Union Real Estate Investments, a
Trustee and member of the Executive Committee of the Cleveland Clinic
Foundation, a Trustee and member of the Executive Committee of University
School (Cleveland), and a Trustee of Cleveland Clinic Florida.
DONALD J. KIRK (62), One Harborside, 680 Steamboat Road, Greenwich, CT,
Trustee, is Executive-in-Residence (1995) at Columbia University Graduate
School of Business and a financial consultant. From 1987 to January 1995,
Mr. Kirk was a Professor at Columbia University Graduate School of
Business. Prior to 1987, he was Chairman of the Financial Accounting
Standards Board. Mr. Kirk is a Director of General Re Corporation
(reinsurance) and he previously served as a Director of Valuation Research
Corp. (appraisals and valuations, 1993-1995). In addition, he serves as
Vice Chairman of the Board of Directors of the National Arts Stabilization
Fund, Vice Chairman of the Board of Trustees of the Greenwich Hospital
Association, and as a Member of the Public Oversight Board of the American
Institute of Certified Public Accountants' SEC Practice Section (1995).
*PETER S. LYNCH (52), Trustee (1990) is Vice Chairman and Director of FMR
(1992). Prior to May 31, 1990, he was a Director of FMR and Executive Vice
President of FMR (a position he held until March 31, 1991); Vice President
of Fidelity Magellan Fund and FMR Growth Group Leader; and Managing
Director of FMR Corp. Mr. Lynch was also Vice President of Fidelity
Investments Corporate Services (1991-1992). He is a Director of W.R. Grace
& Co. (chemicals) and Morrison Knudsen Corporation (engineering and
construction). In addition, he serves as a Trustee of Boston College,
Massachusetts Eye & Ear Infirmary, Historic Deerfield and Society for the
Preservation of New England Antiquities, and as an Overseer of the Museum
of Fine Arts of Boston (1990).
GERALD C. McDONOUGH (65), 135 Aspenwood Drive, Cleveland, OH, Trustee, is
Chairman of G.M. Management Group (strategic advisory services). Prior to
his retirement in July 1988, he was Chairman and Chief Executive Officer of
Leaseway Transportation Corp. (physical distribution services). Mr.
McDonough is a Director of ACME-Cleveland Corp. (metal working,
telecommunications and electronic products), Brush-Wellman Inc. (metal
refining), York International Corp. (air conditioning and refrigeration),
Commercial Intertech Corp. (water treatment equipment, 1992), and
Associated Estates Realty Corporation (a real estate investment trust,
1993).
EDWARD H. MALONE (70), 5601 Turtle Bay Drive #2104, Naples, FL, Trustee.
Prior to his retirement in 1985, Mr. Malone was Chairman, General Electric
Investment Corporation and a Vice President of General Electric Company. He
is a Director of Allegheny Power Systems, Inc. (electric utility), General
Re Corporation (reinsurance) and Mattel Inc. (toy manufacturer). In
addition, he serves as a Trustee of Corporate Property Investors, the EPS
Foundation at Trinity College, the Naples Philharmonic Center for the Arts,
and Rensselaer Polytechnic Institute, and he is a member of the Advisory
Boards of Butler Capital Corporation Funds and Warburg, Pincus Partnership
Funds.
MARVIN L. MANN (62), 55 Railroad Avenue, Greenwich, CT, Trustee (1993) is
Chairman of the Board, President, and Chief Executive Officer of Lexmark
International, Inc. (office machines, 1991). Prior to 1991, he held the
positions of Vice President of International Business Machines Corporation
("IBM") and President and General Manager of various IBM divisions and
subsidiaries. Mr. Mann is a Director of M.A. Hanna Company (chemicals,
1993) and Infomart (marketing services, 1991), a Trammell Crow Co. In
addition, he serves as the Campaign Vice Chairman of the Tri-State United
Way (1993) and is a member of the University of Alabama President's Cabinet
(1990).
THOMAS R. WILLIAMS (66), 21st Floor, 191 Peachtree Street, N.E., Atlanta,
GA, Trustee, is President of The Wales Group, Inc. (management and
financial advisory services). Prior to retiring in 1987, Mr. Williams
served as Chairman of the Board of First Wachovia Corporation (bank holding
company), and Chairman and Chief Executive Officer of The First National
Bank of Atlanta and First Atlanta Corporation (bank holding company). He is
currently a Director of BellSouth Corporation (telecommunications),
ConAgra, Inc. (agricultural products), Fisher Business Systems, Inc.
(computer software), Georgia Power Company (electric utility), Gerber Alley
& Associates, Inc. (computer software), National Life Insurance Company of
Vermont, American Software, Inc., and AppleSouth, Inc. (restaurants, 1992).
ARTHUR S. LORING (47), Secretary, is Senior Vice President (1993) and
General Counsel of FMR, Vice President-Legal of FMR Corp., and Vice
President and Clerk of FDC.
STEPHEN P. JONAS (42), Treasurer (1995), is Treasurer and Vice President of
FMR (1993). Mr. Jonas is also Treasurer of FMR Texas Inc. (1994), Fidelity
Management & Research (U.K.) Inc. (1994), and Fidelity Management &
Research (Far East) Inc. (1994). Prior to becoming Treasurer of FMR, Mr.
Jonas was Senior Vice President, Finance - Fidelity Brokerage Services,
Inc. (1991-1992) and Senior Vice President, Strategic Business Systems -
Fidelity Investments Retail Marketing Company (1989-1991).
JOHN H. COSTELLO (48), Assistant Treasurer, is an employee of FMR.
LEONARD M. RUSH (49), Assistant Treasurer (1994), is an employee of FMR
(1994). Prior to becoming Assistant Treasurer of the Fidelity funds, Mr.
Rush was Chief Compliance Officer of FMR Corp. (1993-1994); Chief Financial
Officer of Fidelity Brokerage Services, Inc. (1990-1993); and Vice
President, Assistant Controller, and Director of the Accounting Department
- - First Boston Corp. (1986-1990).
The following table sets forth information describing the compensation of
each current Trustee of the fund for his or her services as trustee for the
fiscal year ended April 30, 1995.
COMPENSATION TABLE
Aggregate Compensation

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
J. Gary Ralph F. Phyllis Richard E. Edward C. Donald Peter S. Gerald C. Edward Marvin Thomas
Burkhead** Cox Burke J. Flynn Bradley Johnson J. Kirk Lynch** McDonough H. L. R.
Davis Jones 3d** Malone Mann Williams

Spartan $ 0 $ 24 $ 23 $ 30 $ 24 $ 0 $ 24 $ 0 $ 24 $ 24 $ 24 $ 24
Short-
Intermediate
Government

Spartan $ 0 $ 123 $ 119 $ 153 $ 123 $ 0 $ 123 $ 0 $ 123 $ 125 $ 122 $ 122
Government
Income

</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Trustees Pension or Estimated Annual Total
Retirement Benefits Upon Compensation
Benefits Accrued Retirement from from the Fund
as Part of Fund the Fund Complex*
Expenses Complex*
from the
Fund Complex*

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

Ralph F. Cox 5,200 52,000 125,000

Phyllis Burke Davis 5,200 52,000 122,000

Richard J. Flynn 0 52,000 154,500

E. Bradley Jones 5,200 49,400 123,500

Edward C. Johnson 3d** 0 0 0

Donald J. Kirk 5,200 52,000 125,000

Peter S. Lynch** 0 0 0

Gerald C. McDonough 5,200 52,000 125,000

Edward H. Malone 5,200 44,200 128,000

Marvin L. Mann 5,200 52,000 125,000

Thomas R. Williams 5,200 52,000 126,500
</TABLE>
* Information is as December 31, 1994 for all 206 funds in the complex.
** Interested trustees of the fund are compensated by FMR.
Under a retirement program adopted in July 1988, the non-interested
Trustees, upon reaching age 72, become eligible to participate in a
retirement program under which they receive payments during their lifetime
from a fund based on their basic trustee fees and length of service. The
obligation of a fund to make such payments are not secured or funded.
Trustees become eligible if, at the time of retirement, they have served on
the Board for at least five years. Currently, Messrs. Ralph S. Saul,
William R. Spaulding, Bertram H. Witham, and David L. Yunich, all former
non-interested Trustees, receive retirement benefits under the program.
On April 30, 1995 the Trustees and officers of each fund owned, in the
aggregate, less than 1% of each fund's total outstanding shares.
MANAGEMENT CONTRACTS
Each fund employs FMR to furnish investment advisory and other services.
Under its management contract with each fund, FMR acts as investment
adviser and, subject to the supervision of the Board of Trustees, directs
the investments of each fund in accordance with its investment objective,
policies, and limitations. FMR also provides each fund with all necessary
office facilities and personnel for servicing each fund's investments,
compensates all officers of each fund and all Trustees who are "interested
persons" of the trust or of FMR, and all personnel of each fund or FMR
performing services relating to research, statistical, and investment
activities.
In addition, FMR or its affiliates, subject to the supervision of the Board
of Trustees, provide the management and administrative services necessary
for the operation of each fund. These services include providing facilities
for maintaining each fund's organization; supervising relations with
custodians, transfer and pricing agents, accountants, underwriters, and
other persons dealing with each fund; preparing all general shareholder
communications and conducting shareholder relations; maintaining each
fund's records and the registration of each fund's shares under federal and
state laws; developing management and shareholder services for each fund;
and furnishing reports, evaluations, and analyses on a variety of subjects
to the Trustees.
FMR is responsible for the payment of all expenses of each fund with
certain exceptions. Specific expenses payable by FMR include, without
limitation, expenses for the typesetting, printing, and mailing proxy
materials to shareholders; legal expenses, and the fees of the custodian,
auditor and non-interested Trustees; costs of typesetting, printing, and
mailing prospectuses and statements of additional information, notices and
reports to shareholders; each fund's proportionate share of insurance
premiums and Investment Company Institute dues. FMR also provides for the
transfer agent and dividend disbursing service and portfolio and general
accounting record maintenance through FSC.
FMR pays all other expenses of each fund with the following exceptions:
fees and expenses of all Trustees of the trust who are not "interested
persons" of the trust or of FMR (the non-interested Trustees); interest on
borrowings; taxes; brokerage commissions (if any); and such non-recurring
expenses as may arise, including costs of any litigation to which the fund
may be a party, and any obligation it may have to indemnify the officers
and Trustees with respect to litigation.
FMR is Spartan Short-Intermediate Government Fund's manager pursuant to a
management contract dated November 19, 1992, which was approved by FMR,
then sole shareholder of the fund on that date. FMR is Spartan Government
Income Fund's manager pursuant to a management contract dated November 1,
1989, which was approved by the fund's shareholders on October 18, 1989.
The management fee paid to FMR is reduced by an amount equal to the fees
and expenses of the non-interested Trustees.
For the services of FMR under each contract, each fund pays FMR a monthly
management fee at the annual rate of .65% of average net assets throughout
the month. Fees received by FMR, after reduction of fees and expenses of
the non-interested Trustees, for the last three fiscal years are shown in
the table below.
Fiscal Year Ended Management Fees Paid to FMR

Spartan Short-Intermediate 1995 $ 366,621
Government

1994 $ 400,737

1993* $ 56,101

Spartan Government Income 1995 $ 1,638,449

1994 $ 2,577,718

1993 $ 3,184,918

* From December 18, 1992 (commencement of operations).
FMR may, from time to time, voluntarily reimburse all or a portion of each
fund's operating expenses (exclusive of interest, taxes, brokerage
commissions, and extraordinary expenses). FMR retains the ability to be
repaid for these expense reimbursements in the amount that expenses fall
below the limit prior to the end of the fiscal year. Expense reimbursements
by FMR will increase each fund's total returns and yield, and repayment of
the reimbursement by each fund will lower its total returns and yield.
During the fiscal periods reported, FMR voluntarily agreed to reimburse
certain funds to the extent that the fund's aggregate operating expenses
were in excess of an annual rate of its average net assets. The following
table identifies the fund in reimbursement; the levels of and periods for
such reimbursement; the amount of management fees incurred under each
contract before reimbursement; and the dollar amount reimbursed by FMR, if
any, for each period.
SPARTAN SHORT-INTERMEDIATE GOVERNMENT FUND
From To Expense Limitation

May 1, 1995 -- .20%

June 1, 1993 April 30, 1995 .10%

April 1, 1993 May 31, 1993 .05%

December 18, 1992 March 31, 1993 .00%

Fiscal Year Management Fee Amount of
Before Reimbursement Reimbursement

1995 $ 366,621 $ 310,316

1994 $ 400,737 $ 341,347

1993* $ 56,101 $ 54,145

* From December 18, 1992 (commencement of operations).
To defray shareholder service costs, FMR or its affiliates also collect
each fund's $5.00 exchange fee, $5.00 account closeout fee, $5.00 fee for
wire purchases and redemptions, and $2.00 checkwriting charge. Shareholder
transaction fees and charges collected by FMR are indicated in the table
below.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Period Ended Exchange Account Wire Fees Checkwriting
April 30 Fees Closeout Charges
Fees

Spartan Short-Intermediate Government 1995 $ 2,065 $ 575 $ 105 $ 478

1994 $ 3,010 $ 315 $ 155 $ 385

1993 $ 235 $ 5 $ 70 $ 20

Spartan Government Income 1995 $ 6,944 $ 1,755 $ 405 $ 376

1994 $ 25,365 $ 1,800 $ 635 $ 339

1993 $ 33,475 $ 1,635 $ 1,905 $ 32

</TABLE>

DISTRIBUTION AND SERVICE PLANS
The Trustees have approved Distribution and Service Plans (the Plans)
pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the Rule).
The Rule provides in substance that a mutual fund may not engage directly
or indirectly in financing any activity that is primarily intended to
result in the sale of shares of a fund except pursuant to a plan approved
on behalf of the fund under the Rule. The Plans, as approved by the
Trustees, allow the funds and FMR to incur certain expenses that might be
considered to constitute indirect payment by the funds of distribution
expenses.
Under each Plan, if the payment of management fees by the funds to FMR is
deemed to be indirect financing by the funds of the distribution of their
shares, such payment is authorized by the Plans. Each plan also
specifically recognizes that FMR, either directly or through FDC, may use
its management fee revenue, past profits, or other resources, without
limitation, to pay promotional and administrative expenses in connection
with the offer and sale of shares of the fund. In addition, each Plan
provides that FMR may use its resources, including its management fee
revenues, to make payments to third parties that assist in selling shares
of the fund, or to third parties, including banks, that render shareholder
support services.
The Trustees have not authorized such payments to date.
Prior to approving each Plan, the Trustees carefully considered all
pertinent factors relating to the implementation of each Plan and have
determined that there is a reasonable likelihood that the plan will benefit
each fund and its shareholders. In particular, the Trustees noted that each
Plan does not authorize payments by each fund other than those made to FMR
under its management contract with the fund. To the extent that each plan
gives FMR and FDC greater flexibility in connection with the distribution
of shares of each fund, additional sales of fund shares may result.
Furthermore, certain shareholder support services may be provided more
effectively under the Plans by local entities with whom shareholders have
other relationships.
The Plan was approved by FMR as the then sole shareholder of Spartan
Short-Intermediate Government on November 19, 1992. Spartan Government
Income's Plan was approved by shareholders on October 18, 1989.
The Glass-Steagall Act generally prohibits federally and state chartered or
supervised banks from engaging in the business of underwriting, selling, or
distributing securities. Although the scope of this prohibition under the
Glass-Steagall Act has not been clearly defined by the courts or
appropriate regulatory agencies, FDC believes that the Glass-Steagall Act
should not preclude a bank from performing shareholder support services, or
servicing and recordkeeping functions. FDC intends to engage banks only to
perform such functions. However, changes in federal or state statutes and
regulations pertaining to the permissible activities of banks and their
affiliates or subsidiaries, as well as further judicial or administrative
decisions or interpretations, could prevent a bank from continuing to
perform all or a part of the contemplated services. If a bank were
prohibited from so acting, the Trustees would consider what actions, if
any, would be necessary to continue to provide efficient and effective
shareholder services. In such event, changes in the operation of the funds
might occur, including possible termination of any automatic investment or
redemption or other services then provided by the bank. It is not expected
that shareholders would suffer any adverse financial consequences as a
result of any of these occurrences. In addition, state securities laws on
this issue may differ from the interpretations of federal law expressed
herein, and banks and financial institutions may be required to register as
dealers pursuant to state law.
Each fund may execute portfolio transactions with, and purchase securities
issued by, depository institutions that receive payments under the Plans.
No preference for the instruments of such depository institutions will be
shown in the selection of investments.
CONTRACTS WITH FMR AFFILIATES
FSC performs transfer agency, dividend disbursing, and shareholder
servicing functions for the funds. The costs of these services are borne by
FMR pursuant to its management contract with each fund. Under this
arrangement, FSC receives annual account fees and asset-based fees for each
retail account and certain institutional accounts based on account size. In
addition, the fees for retail accounts are subject to increase based on
postal rate changes. With respect to certain institutional retirement
accounts, FSC receives asset-based fees only. FSC also collects small
account fees from certain accounts with balances of less than $2,500. FSC
also calculates each fund's net asset value per share and dividends, and
maintains each fund's general accounting records. Under this arrangement,
FSC receives a fee based on each fund's average net assets. The costs of
these services are also borne by FMR pursuant to its management contract
with each fund.
Each fund has a distribution agreement with FDC, a Massachusetts
corporation organized on July 18, 1960. FDC is a broker-dealer registered
under the Securities and Exchange Act of 1934 and is a member of the
National Association of Securities Dealers, Inc. The distribution agreement
calls for FDC to use all reasonable efforts, consistent with its other
business, to secure purchasers for shares of each fund, which are
continuously offered at net asset value. Promotional and administrative
expenses in connection with the offer and sale of shares are paid by FMR.
DESCRIPTION OF THE TRUST
TRUST ORGANIZATION. Spartan Short-Intermediate Government Fund and Spartan
Government Income Fund are funds of Fidelity Fixed-Income Trust, an
open-end management investment company originally organized as a
Massachusetts business corporation on June 25, 1970. On September 5, 1984,
the trust was reorganized as a Massachusetts business trust, at which time
its name was changed from Fidelity Corporate Bond Fund, Inc. to Fidelity
Corporate Bond Fund. On October 23, 1985 the trust's name was changed to
Fidelity Flexible Bond Fund, and on August 31, 1986 it was changed to
Fidelity Fixed-Income Trust. Currently, there are five funds of the trust:
Fidelity Investment Grade Bond Fund, Fidelity Short-Term Bond Portfolio,
Spartan Short-Intermediate Government Fund, Spartan Government Income Fund,
and Spartan High Income Fund. The Declaration of Trust permits the Trustees
to create additional funds.
In the event that FMR ceases to be the investment adviser to the trust or a
fund, the right of the trust or fund to use the identifying names
"Fidelity" and "Spartan" may be withdrawn. There is a remote possibility
that one fund might become liable for any misstatement in its prospectus or
statement of additional information about another fund.
The assets of the trust received for the issue or sale of shares of each
fund and all income, earnings, profits, and proceeds thereof, subject only
to the rights of creditors, are especially allocated to such fund, and
constitute the underlying assets of such fund. The underlying assets of
each fund are segregated on the books of account, and are to be charged
with the liabilities with respect to such fund and with a share of the
general expenses of the trust. Expenses with respect to the trust are to be
allocated in proportion to the asset value of the respective funds, except
where allocations of direct expense can otherwise be fairly made. The
officers of the trust, subject to the general supervision of the Board of
Trustees, have the power to determine which expenses are allocable to a
given fund, or which are general or allocable to all of the funds. In the
event of the dissolution or liquidation of the trust, shareholders of each
fund are entitled to receive as a class the underlying assets of such fund
available for distribution.
SHAREHOLDER AND TRUSTEE LIABILITY. The trust is an entity of the type
commonly known as "Massachusetts business trust." Under Massachusetts law,
shareholders of such a trust may, under certain circumstances, be held
personally liable for the obligations of the trust. The Declaration of
Trust provides that the trust shall not have any claim against shareholders
except for the payment of the purchase price of shares and requires that
each agreement, obligation, or instrument entered into or executed by the
trust or the Trustees shall include a provision limiting the obligations
created thereby to the trust and its assets. The Declaration of Trust
provides for indemnification out of each fund's property of any
shareholders held personally liable for the obligations of the fund. The
Declaration of Trust also provides that each fund shall, upon request,
assume the defense of any claim made against any shareholder for any act or
obligation of the fund and satisfy any judgment thereon. Thus, the risk of
a shareholder incurring financial loss on account of shareholder liability
is limited to circumstances in which the fund itself would be unable to
meet its obligations. FMR believes that, in view of the above, the risk of
personal liability to shareholders is remote.
The Declaration of Trust further provides that the Trustees, if they have
exercised reasonable care, will not be liable for any neglect or
wrongdoing, but nothing in the Declaration of Trust protects Trustees
against any liability to which they would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence, or reckless disregard of
the duties involved in the conduct of their office.
VOTING RIGHTS. Each fund's capital consists of shares of beneficial
interest. As a shareholder, you receive one vote for each dollar value of
net asset value you own. The shares have no preemptive or conversion
rights; the voting and dividend rights, the right of redemption, and the
privilege of exchange are described in the Prospectus. Shares are fully
paid and nonassessable, except as set forth under the heading "Shareholder
and Trustee Liability" above. Shareholders representing 10% or more of the
trust or a fund may, as set forth in the Declaration of Trust, call
meetings of the trust or a fund for any purpose related to the trust or
fund, as the case may be, including, in the case of a meeting of the entire
trust, the purpose of voting on removal of one or more Trustees. The trust
or any fund may be terminated upon the sale of its assets to another
open-end management investment company, or upon liquidation and
distribution of its assets, if approved by vote of the holders of a
majority of the trust or the fund, as determined by the current value of
each shareholder's investment in the fund or trust. If not so terminated,
the trust and the funds will continue indefinitely.
CUSTODIAN. The Bank of New York, 110 Washington Street, New York, New York,
is custodian of the assets of each fund. The custodian is responsible for
the safekeeping of each fund's assets and the appointment of the
sub-custodian banks and clearing agencies. The custodian takes no part in
determining the investment policies of a fund or in deciding which
securities are purchased or sold by a fund. However, a fund may invest in
obligations of the custodian and may purchase securities from or sell
securities to the custodian. Morgan Guaranty Trust Company of New York and
Chemical Bank, each headquartered in New York, also may serve as a special
purpose custodian of certain assets in connection with pooled repurchase
agreement transactions.
FMR, its officers and directors, its affiliated companies, and the trust's
Trustees may, from time to time, conduct transactions with various banks,
including banks serving as custodians for certain funds advised by FMR.
Transactions that have occurred to date include mortgages and personal and
general business loans. In the judgment of FMR, the terms and conditions of
those transactions were not influenced by existing or potential custodial
or other fund relationships.
AUDITOR. Coopers and Lybrand L.L.P., One Post Office Square, Boston,
Massachusetts, serves as the trust's independent accountant. The auditor
examines financial statements for the funds and provides other audit, tax,
and related services.
LITIGATION. On October 27, 1994 a complaint was filed in the Court of
Common Pleas of Philadelphia County against the trust, FMR, Fidelity
Distributors Corporation, and FMR Corp. The complaint was filed by a former
shareholder of the fund and seeks to have the case certified as a class
action on behalf of specified groups of shareholders of the fund. The
complaint alleges that, in violation of a Pennsylvania consumer protection
statute and federal securities laws, the fund's Registration Statements
contained misleading statements regarding the dollar-weighted average
maturity of the fund's portfolio. The complaint seeks recision and
unspecified monetary damages and attorney's fees, and such other relief as
the Court may grant. The defendants deny the allegations in the complaint
and intend to defend this action vigorously.
On April 12, 1995 the Court of Common Pleas dismissed the complaint on the
ground that the state court was inconvenient for litigation of the former
shareholder's claims. On April 21, 1995 the former shareholder filed a
substantially identical complaint in the United States District Court in
Philadelphia.
FINANCIAL STATEMENTS
Each fund's financial statements and financial highlights for the fiscal
year ended April 30, 1995 are included in each fund's Annual Report, which
are separate reports supplied with this Statement of Additional
Information. Each fund's financial statements and financial highlights are
incorporated herein by reference.
APPENDIX
DOLLAR-WEIGHTED AVERAGE MATURITY is derived by multiplying the value of
each investment by the number of years remaining to its maturity, adding
these calculations, and then dividing the total by the value of the fund's
portfolio. An obligation's maturity is typically determined on a stated
final maturity basis, although there are some exceptions to this rule.
For example, if it is probable that the issuer of an instrument will take
advantage of a maturity-shortening device, such as a call, refunding, or
redemption provision, the date on which the instrument will probably be
called, refunded, or redeemed may be considered to be its maturity date.
Also, the maturities of mortgage-backed securities and some asset-backed
securities, such as collateralized mortgage obligations, are determined on
a weighted average life basis, which is the average time for principal to
be repaid. For a mortgage security, this average time is calculated by
estimating the timing of principal payments, including unscheduled
prepayments, during the life of the mortgage. The weighted average life of
these securities is likely to be substantially shorter than their stated
final maturity.

SUPPLEMENT TO THE
SPARTAN(registered trademark) LONG-TERM
GOVERNMENT BOND FUND
PROSPECTUS
DATED MARCH 22, 1995
The following information
replaces the similar
information found in the
Charter section beginning on
page 8.
Robert Ives is manager of
Spartan Long-Term
Government, which he has
managed since October
1995. Mr. Ives also manages
Government Securities,
Spartan Government
Income, Advisor Government
Investment, and Advisor
Annuity Government
Investment. Previously, he
managed Ginnie Mae,
Spartan Ginnie Mae, and
Mortgage Securities. Mr. Ives
joined Fidelity in 1991, after
receiving an M.B.A. from the
University of Chicago.
Previously, Mr. Ives was a
consultant to the U.S. Air
Force for MITRE Corp.
PROPOSED REORGANIZATION.
The Board of Trustees of
Spartan Long-Term
Government Bond Fund has
unanimously approved an
Agreement and Plan of
Reorganization
("Agreement") between
Spartan Long-Term
Government Bond Fund
(Long-Term Government)
and Spartan Government
Income Fund (Government
Income), a fund of Fidelity
Fixed-Income Trust.
The Agreement provides for
transfer of substantially all of
the assets and the
assumption of all of the
liabilities of Long-Term
Government solely in
exchange for the number of
shares of Government
Income equal in value to the
relative net asset value of the
outstanding shares of
Long-Term Government.
Following such exchange,
Long-Term Government will
distribute the Government
Income shares to its
shareholders pro rata, in
liquidation of Long-Term
Government as provided in
the Agreement (the
transactions contemplated by
the Agreement referred to as
the "Reorganization").
The Reorganization can be
consummated only if, among
other things, it is approved by
a majority vote of
shareholders. A Special
Meeting (the "Meeting") of
the Shareholders of
Long-Term Government will
be held on May 7, 1996, and
approval of the Agreement
will be voted on at that time.
In connection with the
Meeting, Long-Term
Government will be filing with
the Securities and Exchange
Commission and delivering to
its shareholders of record a
Proxy Statement describing
the Reorganization and a
Prospectus for Government
Income.

LTG-95-3 (PAGE 1 OF 2) November 17, 1995
LTG-95-3 (PAGE 1 OF 2) November 17, 1995

If the Agreement is approved
at the Meeting and certain
conditions required by the
Agreement are satisfied, the
Reorganization is expected
to become effective on or
about May 31, 1996. If
shareholder approval of the
Agreement is delayed due to
failure to meet a quorum or
otherwise, the
Reorganization will become
effective, if approved, as
soon as practicable
thereafter.
In the event Long-Term
Government shareholders fail
to approve the Agreement,
Long-Term Government will
continue to engage in
business as a registered
investment company and the
Board of Trustees will
consider other proposals for
the reorganization or
liquidation of Long-Term
Government.
Effective on or about January
16, 1996, except for
investors participating in an
employer-sponsored
retirement plan record-kept
by an affiliate of FMR which
offered the fund prior to that
date, Long-Term Government
will no longer be available for
new accounts pending the
Reorganization.

If the Agreement is approved
at the Meeting and certain
conditions required by the
Agreement are satisfied, the
Reorganization is expected to
become effective on or about
May 31, 1996. If shareholder
approval of the Agreement is
delayed due to failure to
meet a quorum or otherwise,
the Reorganization will
become effective, if
approved, as soon as
practicable thereafter.
In the event Long-Term
Government shareholders fail
to approve the Agreement,
Long-Term Government will
continue to engage in
business as a registered
investment company and the
Board of Trustees will
consider other proposals for
the reorganization or
liquidation of Long-Term
Government.
Effective on or about January
16, 1996, except for investors
participating in an
employer-sponsored
retirement plan record-kept
by an affiliate of FMR which
offered the fund prior to that
date, Long-Term Government
will no longer be available for
new accounts pending the
Reorganization.

(PAGE 2 OF 2)
(PAGE 2 OF 2)
Please read this prospectus before investing, and keep it on file for
future reference. It contains important information, including how the fund
invests and the services available to shareholders.
SPARTAN(REGISTERED TRADEMARK)
LONG-TERM
GOVERNMENT
BOND
FUND

To learn more about the fund and its investments, you can obtain a copy of
the fund's most recent financial report and portfolio listing, or a copy of
the Statement of Additional Information (SAI) dated March 22, 1995. The SAI
has been filed with the Securities and Exchange Commission (SEC) and is
incorporated herein by reference (legally forms a part of the prospectus).
For a free copy of either document, call Fidelity at 1-800-544-8888.
Mutual fund shares are not deposits or obligations of, or guaranteed by,
any depository institution. Shares are not insured by the FDIC, the Federal
Reserve Board, or any other agency, and are subject to investment risk,
including the possible loss of principal.

LIKE ALL MUTUAL
FUNDS, THESE
SECURITIES HAVE NOT
BEEN APPROVED OR
DISAPPROVED BY THE
SECURITIES AND
EXCHANGE
COMMISSION OR ANY
STATE SECURITIES
COMMISSION, NOR HAS
THE SECURITIES AND
EXCHANGE
COMMISSION OR ANY
STATE SECURITIES
COMMISSION PASSED
UPON THE ACCURACY
OR ADEQUACY OF THIS
PROSPECTUS. ANY
REPRESENTATION TO
THE CONTRARY IS A
CRIMINAL OFFENSE.
LTG-pro-395
Spartan Long-Term Government Bond seeks income and growth of capital by
investing mainly in long-term U.S. government securities.
PROSPECTUS
MARCH 22, 1995(FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET, BOSTON, MA
02109
CONTENTS

KEY FACTS THE FUND AT A GLANCE

WHO MAY WANT TO INVEST

EXPENSES The fund's yearly
operating expenses.

FINANCIAL HIGHLIGHTS A summary
of the fund's financial data.

PERFORMANCE How the fund has
done over time.

THE FUND IN DETAIL CHARTER How the fund is
organized.

INVESTMENT PRINCIPLES AND RISKS
The fund's overall approach to
investing.

BREAKDOWN OF EXPENSES How
operating costs are calculated and
what they include.

YOUR ACCOUNT DOING BUSINESS WITH FIDELITY

TYPES OF ACCOUNTS Different
ways to set up your account,
including tax-sheltered retirement
plans.

HOW TO BUY SHARES Opening an
account and making additional
investments.

HOW TO SELL SHARES Taking money
out and closing your account.

INVESTOR SERVICES Services to
help you manage your account.

SHAREHOLDER AND DIVIDENDS, CAPITAL GAINS,
ACCOUNT POLICIES AND TAXES

TRANSACTION DETAILS Share price
calculations and the timing of
purchases and redemptions.

EXCHANGE RESTRICTIONS

KEY FACTS

THE FUND AT A GLANCE
GOAL: Income and growth of capital. As with any mutual fund, there is no
assurance that the fund will achieve its goal.
STRATEGY: Invests mainly in securities issued and guaranteed by the U.S.
government or its agencies while maintaining an average maturity of at
least ten years.
MANAGEMENT: Fidelity Management & Research Company (FMR) is the management
arm of Fidelity Investments, which was established in 1946 and is now
America's largest mutual fund manager.
SIZE: As of January 31, 1995, the fund had over $77 million in assets.
WHO MAY WANT TO INVEST
This non-diversified fund may be appropriate for investors who want to
participate in the income and growth potential of the long-term U.S.
government bond market. The fund is not designed for those who are looking
for income and stability of principal, since it pursues growth as well as
income from a portfolio of U.S. government bonds and other domestic and
foreign high-quality debt instruments. The fund pays quarterly rather than
monthly dividends.
The value of the fund's investments and the income they generate will vary
from day to day, and generally reflect interest rates, market conditions,
and other economic and political news. When you sell your shares, they may
be worth more or less than what you paid for them. By itself, the fund does
not constitute a balanced investment plan.
The Spartan family of funds is designed for cost-conscious investors
looking for higher yields through lower costs. The Spartan
Approach(registered trademark) requires investors to make high minimum
investments and, in some cases, to pay for individual transactions.

THE SPECTRUM OF
FIDELITY FUNDS
Broad categories of Fidelity
funds are presented here in
order of ascending risk.
Generally, investors seeking
to maximize return must
assume greater risk. Spartan
Long-Term Government Bond
is in the INCOME category.
(solid bullet) MONEY MARKET Seeks
income and stability by
investing in high-quality,
short-term investments.
(right arrow) INCOME Seeks income by
investing in bonds.
(solid bullet) GROWTH AND INCOME
Seeks long-term growth and
income by investing in stocks
and bonds.
(solid bullet) GROWTH Seeks long-term
growth by investing mainly in
stocks.
(checkmark)
EXPENSES
SHAREHOLDER TRANSACTION EXPENSES are charges you pay when you buy, sell, or
hold shares of a fund. See page for more information.
Maximum sales charge on purchases and
reinvested distributions None
Deferred sales charge on redemptions None
Exchange and wire transaction fees $5.00
Checkwriting fee, per check written $2.00
Account closeout fee $5.00
Annual account maintenance fee
(for accounts under $2,500) $12.00
THESE FEES ARE WAIVED if your account balance at the time of the
transaction is $50,000 or more.
ANNUAL FUND OPERATING EXPENSES are paid out of the fund's assets. The fund
pays a management fee to FMR. Expenses are factored into the fund's share
price or dividends and are not charged directly to shareholder accounts
(see page ).
The following are projections based on historical expenses, and are
calculated as a percentage of average net assets.
Management fee .65%

12b-1 fee None

Other expenses .00%

Total fund operating expenses .65%

EXAMPLES: Let's say, hypothetically, that the fund's annual return is 5%
and that its operating expenses are exactly as just described. For every
$1,000 you invested, here's how much you would pay in total expenses after
the number of years indicated, first assuming that you leave your account
open, and then assuming that you close your account at the end of the
period:
Account Account
open closed

After 1 year $ 7 $ 12

After 3 years $ 21 $ 26

After 5 years $ 36 $ 41

After 10 years $ 81 $ 86

These examples illustrate the effect of expenses, but are not meant to
suggest actual or expected costs or returns, all of which may vary.

UNDERSTANDING
EXPENSES
Operating a mutual fund
involves a variety of
expenses for portfolio
management, shareholder
statements, tax reporting, and
other services. These costs
are paid from the fund's
assets; their effect is already
factored into any quoted
share price or return.
(checkmark)
FINANCIAL HIGHLIGHTS
The table that follows is included in the fund's Annual Report and has been
audited by Coopers & Lybrand L.L.P., independent accountants. Their report
on the financial statements and financial highlights is included in the
Annual Report. The financial statements and financial highlights are
incorporated by reference into (are legally a part of) the fund's Statement
of Additional Information.
SELECTED PER-SHARE DATA

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
1.Year ended January 31 1991D 1992 1993 1994 1995

2.Net asset value, beginning of period $ 10.000 $ 11.040 $ 11.600 $ 12.130 $ 12.740

3.Income from Investment Operations .144 .776 .847 .847 .513
Net investment income

4. Net realized and unrealized gain .996 .604 .703 1.123 (2.093)
(loss)
on investments

5. Total from investment operations 1.140 1.380 1.550 1.970 (1.580)

6.Less Distributions (.100) (.740) (.840) (.840) (.530)
From net investment income C

7. From net realized gain on -- (.080) (.180) (.520) (.100)
investments C

8. Total distributions (.100) (.820) (1.020) (1.360) (.630)

9.Net asset value, end of period $ 11.040 $ 11.600 $ 12.130 $ 12.740 $ 10.530

10.Total return B 11.41% 12.98 13.95 16.79 (12.44)
% % %

11.RATIOS AND SUPPLEMENTAL DATA

12.Net assets, end of period (000 $ 33,833 $ 62,992 $ 83,009 $ 67,304 $ 77,481
omitted)

13.Ratio of expenses to average net .65% .65 .65 .65 .65
assets A % % % %

14.Ratio of net investment income to 7.26% 7.30 7.35 6.41 5.95
average net assets A % % % %

15.Portfolio turnover rate 256% 335 135 153 422
A % % % %

</TABLE>

A ANNUALIZED
B TOTAL RETURNS DO NOT INCLUDE THE ACCOUNT CLOSEOUT FEE AND FOR PERIODS OF
LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C THE AMOUNTS SHOWN REFLECT CERTAIN RECLASSIFICATIONS RELATED TO BOOK TO
TAX DIFFERENCES.
D FROM COMMENCEMENT OF OPERATIONS (SEPTEMBER 28, 1990) TO JANUARY 31, 1991
PERFORMANCE
Bond fund performance can be measured as TOTAL RETURN or YIELD. The total
returns that follow are based on historical fund results and do not reflect
the effect of taxes or any transaction fees you may have paid. The figures
would be lower if fees were taken into account.
The fund's fiscal year runs from February 1 through January 31. The tables
below show the fund's performance over past fiscal years compared to a
measure of inflation.
AVERAGE ANNUAL TOTAL RETURNS
Fiscal periods Past Life
ended 1 of
January 31, 1995 year fund
A

Spartan -12.4 9.21
Long-Term 4% %
Government
Bond

Consumer 2.80 2.91
Price % %
Index

CUMULATIVE TOTAL RETURNS
Fiscal periods Past Life
ended 1 of
January 31, 1995 year fund
A

Spartan -12.4 46.68
Long-Term 4% %
Government
Bond

Consumer 2.80 13.26
Price % %
Index

A FROM SEPTEMBER 28, 1990

UNDERSTANDING
PERFORMANCE
Because this fund invests in
fixed-income securities, its
performance is related to
changes in interest rates.
Funds that hold short-term
bonds are usually less
affected by changes in
interest rates than long-term
bond funds. For that reason,
long-term bond funds typically
offer higher yields and carry
more risk than short-term
bond funds.
(checkmark)
EXPLANATION OF TERMS
TOTAL RETURN is the change in value of an investment in the fund over a
given period, assuming reinvestment of any dividends and capital gains. A
CUMULATIVE TOTAL RETURN reflects actual performance over a stated period of
time. An AVERAGE ANNUAL TOTAL RETURN is a hypothetical rate of return that,
if achieved annually, would have produced the same cumulative total return
if performance had been constant over the entire period. Average annual
total returns smooth out variations in performance; they are not the same
as actual year-by-year results.
YIELD refers to the income generated by an investment in the fund over a
given period of time, expressed as an annual percentage rate. Yields are
calculated according to a standard that is required for all stock and bond
funds. Because this differs from other accounting methods, the quoted yield
may not equal the income actually paid to shareholders.
THE CONSUMER PRICE INDEX is a widely recognized measure of inflation
calculated by the U.S. government.
The fund's recent strategies, performance, and holdings are detailed twice
a year in financial reports, which are sent to all shareholders. For
current performance or a free annual report, call 1-800-544-8888.
TOTAL RETURNS AND YIELDS ARE BASED ON PAST RESULTS AND ARE NOT AN
INDICATION OF FUTURE PERFORMANCE.
THE FUND IN DETAIL

CHARTER
SPARTAN LONG-TERM GOVERNMENT BOND IS A MUTUAL FUND: an investment that
pools shareholders' money and invests it toward a specified goal. In
technical terms, the fund is currently a non-diversified fund of Fidelity
Devonshire Trust, an open-end management investment company organized as a
Massachusetts business trust on May 31, 1985.
THE FUND IS GOVERNED BY A BOARD OF TRUSTEES, which is responsible for
protecting the interests of shareholders. The trustees are experienced
executives who meet throughout the year to oversee the fund's activities,
review contractual arrangements with companies that provide services to the
fund, and review performance. The majority of trustees are not otherwise
affiliated with Fidelity.
THE FUND MAY HOLD SPECIAL MEETINGS AND MAIL PROXY MATERIALS. These meetings
may be called to elect or remove trustees, change fundamental policies,
approve a management contract, or for other purposes. Shareholders not
attending these meetings are encouraged to vote by proxy. Fidelity will
mail proxy materials in advance, including a voting card and information
about the proposals to be voted on. The number of votes you are entitled to
is based upon the dollar value of your investment.
FMR AND ITS AFFILIATES
The fund is managed by FMR, which chooses the fund's investments and
handles its business affairs.
Curtis Hollingsworth is manager and vice president of Spartan Long-Term
Government Bond, which he has managed since October 1993. Mr. Hollingsworth
also manages Short-Intermediate Government, Institutional
Short-Intermediate Government, Spartan Limited Maturity Government, and
Spartan Short-Intermediate Government. Previously, he managed Government
Securities and Advisor Government Investment. Mr. Hollingsworth joined
Fidelity in 1983.
Fidelity investment personnel may invest in securities for their own
account pursuant to a code of ethics that establishes procedures for
personal investing and restricts certain transactions.
Fidelity Distributors Corporation (FDC) distributes and markets Fidelity's
funds and services. Fidelity Service Co. (FSC) performs transfer agent
servicing functions for the fund.
FMR Corp. is the parent company of FMR. Through ownership of voting common
stock, members of the Edward C. Johnson 3d family form a controlling group
with respect to FMR Corp. Changes may occur in the Johnson family group,
through death or disability, which would result in changes in each
individual family member's holding of stock. Such changes could result in
one or more family members becoming holders of over 25% of the stock. FMR
Corp. has received an opinion of counsel that changes in the composition of
the Johnson family group under these circumstances would not result in the
termination of the fund's management or distribution contracts and,
accordingly, would not require a shareholder vote to continue operation
under those contracts.
To carry out the fund's transactions, FMR may use its broker-dealer
affiliates and other firms that sell fund shares, provided that the fund
receives services and commission rates comparable to those of other
broker-dealers.
INVESTMENT PRINCIPLES AND RISKS
THE FUND SEEKS INCOME AND GROWTH OF CAPITAL by investing primarily in U.S.
government securities. FMR normally invests at least 65% of the fund's
total assets in U.S. government securities and repurchase agreements
secured by U.S. government securities. The fund generally invests in
longer-term bonds and normally maintains a dollar-weighted average maturity
of 10 years or longer.
Most bond funds seek income, but this fund pursues both income and growth
of capital. FMR expects that growth opportunities will come mainly from
decreases in interest rates. As interest rates decline, bond prices
increase. The fund actively adjusts its exposure to interest rates using a
variety of techniques. The fund may also invest in futures contracts and
other derivatives to adjust its investment exposure.
Although the fund focuses on U.S. government securities, it may also pursue
growth by investing in other types of securities. For example, the fund may
pursue growth by investing in securities issued by foreign governments or
corporations, which carry more risk than U.S. government securities.
The fund's yield and share price change daily and are based on changes in
interest rates, market conditions, other economic and political news, and
on the quality and maturity of its investments. In general, bond prices
rise when interest rates fall, and vice versa. This effect is usually more
pronounced for longer-term securities. FMR may use various investment
techniques to hedge the fund's risks, but there is no guarantee that these
strategies will work as intended. When you sell your shares, they may be
worth more or less than what you paid for them. It is important to note
that neither the fund nor its yield are guaranteed by the U.S. government.
FMR normally invests the fund's assets according to its investment
strategy. The fund also reserves the right to invest without limitation in
investment-grade money market or short-term debt instruments for temporary,
defensive purposes.
SECURITIES AND INVESTMENT PRACTICES
The following pages contain more detailed information about types of
instruments in which the fund may invest, and strategies FMR may employ in
pursuit of the fund's investment objective. A summary of risks and
restrictions associated with these instrument types and investment
practices is included as well. A complete listing of the fund's policies
and limitations and more detailed information about the fund's investments
is contained in the fund's SAI. Policies and limitations are considered at
the time of purchase; the sale of instruments is not required in the event
of a subsequent change in circumstances.
FMR may not buy all of these instruments or use all of these techniques to
the full extent permitted unless it believes that doing so will help the
fund achieve its goal. Current holdings and recent investment strategies
are described in the fund's financial reports which are sent to
shareholders twice a year. For a free SAI or financial report, call
1-800-544-8888.
DEBT SECURITIES. Bonds and other debt instruments are used by issuers to
borrow money from investors. The issuer pays the investor a fixed or
variable rate of interest, and must repay the amount borrowed at maturity.
Some debt securities, such as zero coupon bonds, do not pay current
interest, but are purchased at a discount from their face values. In
general, bond prices rise when interest rates fall, and vice versa. Debt
securities, loans, and other direct debt have varying degrees of quality
and varying levels of sensitivity to changes in interest rates. Longer-term
bonds are generally more sensitive to interest rate changes than short-term
bonds.
RESTRICTIONS: Purchase of a debt security is consistent with the fund's
debt quality policy if it is rated at or above the stated level by Moody's
or rated in the equivalent categories by any other nationally recognized
rating service, or is unrated but judged to be of equivalent quality by
FMR. The fund currently intends to limit its investments in debt securities
to those of A-quality or above.
U.S. GOVERNMENT SECURITIES are high-quality debt securities issued or
guaranteed by the U.S. Treasury or by an agency or instrumentality of the
U.S. government. Not all U.S. government securities are backed by the full
faith and credit of the United States. For example, securities issued by
the Federal Farm Credit Bank or by the Federal National Mortgage
Association are supported by the instrumentality's right to borrow money
from the U.S. Treasury under certain circumstances. However, securities
issued by the Financing Corporation are supported only by the credit of the
entity that issued them.
EXPOSURE TO FOREIGN MARKETS. Foreign securities, foreign currencies, and
securities issued by U.S. entities with substantial foreign operations may
involve additional risks and considerations. These include risks relating
to political or economic conditions in the foreign country, fluctuations in
foreign currencies, withholding or other taxes, operational risks,
increased regulatory burdens, and the potentially less stringent investor
protection and disclosure standards of foreign markets. Additionally,
governmental issuers of foreign securities may be unwilling to repay
principal and interest when due, and may require that the conditions for
payment be renegotiated. All of these factors can make foreign investments,
especially those in developing countries, more volatile.
ASSET-BACKED AND MORTGAGE SECURITIES include interests in pools of
lower-rated debt securities, or consumer loans or mortgages, or complex
instruments such as collateralized mortgage obligations and stripped
mortgage-backed securities. The value of these securities may be
significantly affected by changes in interest rates, the market's
perception of the issuers, and the creditworthiness of the parties
involved. Some securities may have a structure that makes their reaction to
interest rates and other factors difficult to predict, making their value
highly volatile. These securities may also be subject to prepayment risk.
STRIPPED SECURITIES are the separate income or principal components of a
debt security. Their risks are similar to those of other debt securities,
although they may be more volatile and the value of certain types of
stripped securities may move in the same direction as interest rates.
ADJUSTING INVESTMENT EXPOSURE. The fund can use various techniques to
increase or decrease its exposure to changing security prices, interest
rates, currency exchange rates, commodity prices, or other factors that
affect security values. These techniques may involve derivative
transactions such as buying and selling options and futures contracts,
entering into currency exchange contracts or swap agreements, and
purchasing indexed securities.
FMR can use these practices to adjust the risk and return characteristics
of the fund's portfolio of investments. If FMR judges market conditions
incorrectly or employs a strategy that does not correlate well with the
fund's investments, these techniques could result in a loss, regardless of
whether the intent was to reduce risk or increase return. These techniques
may increase the volatility of the fund and may involve a small investment
of cash relative to the magnitude of the risk assumed. In addition, these
techniques could result in a loss if the counterparty to the transaction
does not perform as promised.
WHEN-ISSUED AND DELAYED-DELIVERY TRANSACTIONS are trading practices in
which payment and delivery for the securities take place at a future date.
The market value of a security could change during this period, which could
affect the fund's yield.
REPURCHASE AGREEMENTS. In a repurchase agreement, the fund buys a security
at one price and simultaneously agrees to sell it back at a higher price.
Delays or losses could result if the other party to the agreement defaults
or becomes insolvent.
ILLIQUID AND RESTRICTED SECURITIES. Some investments may be determined by
FMR, under the supervision of the Board of Trustees, to be illiquid, which
means that they may be difficult to sell promptly at an acceptable price.
The sale of some illiquid securities and some other securities may be
subject to legal restrictions. Difficulty in selling securities may result
in a loss or may be costly to the fund.
RESTRICTIONS: The fund may not purchase a security if, as a result, more
than 10% of its assets would be invested in illiquid securities.
DIVERSIFICATION. Diversifying a fund's investment portfolio can reduce the
risks of investing. This may include limiting the amount of money invested
in any one issuer or, on a broader scale, in any one industry. A fund that
is not diversified may be more sensitive to changes in the market value of
a single issuer or industry.
RESTRICTIONS: The fund is considered non-diversified. Generally, to meet
federal tax requirements at the close of each quarter, the fund does not
invest more than 25% of its total assets in any one issuer and, with
respect to 50% of total assets, does not invest more than 5% of its total
assets in any one issuer. The fund may not invest more than 25% of its
total assets in any one industry. These limitations do not apply to U.S.
government securities.
BORROWING. The fund may borrow from banks or from other funds advised by
FMR, or through reverse repurchase agreements. If the fund borrows money,
its share price may be subject to greater fluctuation until the borrowing
is paid off. If the fund makes additional investments while borrowings are
outstanding, this may be considered a form of leverage.
RESTRICTIONS: The fund may borrow only for temporary or emergency purposes,
but not in an amount exceeding 33% of its total assets.
LENDING. Lending securities to broker-dealers and institutions, including
FBSI, an affiliate of FMR, is a means of earning income. This practice
could result in a loss or a delay in recovering the fund's securities. The
fund may also lend money to other funds advised by FMR.
RESTRICTIONS: Loans, in the aggregate, may not exceed 33% of the fund's
total assets.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
Some of the policies and restrictions discussed on the preceding pages are
fundamental, that is, subject to change only by shareholder approval. The
following paragraph restates all those that are fundamental. All policies
stated throughout this prospectus, other than those identified in the
following paragraph, can be changed without shareholder approval.
The fund seeks income and growth of capital by investing primarily in U. S.
government securities. The fund may not invest more than 25% of its total
assets in any one industry. The fund may borrow only for temporary or
emergency purposes, but not in an amount exceeding 33% of its total assets.
Loans, in the aggregate, may not exceed 33% of the fund's total assets.
BREAKDOWN OF EXPENSES
Like all mutual funds, the fund pays fees related to its daily operations.
Expenses paid out of the fund's assets are reflected in its share price or
dividends; they are neither billed directly to shareholders nor deducted
from shareholder accounts.
The fund pays a MANAGEMENT FEE to FMR for managing its investments and
business affairs.
FMR may, from time to time, agree to reimburse the fund for management fees
above a specified limit. FMR retains the ability to be repaid by the fund
if expenses fall below the specified limit prior to the end of the fiscal
year. Reimbursement arrangements, which may be terminated at any time
without notice, can decrease the fund's expenses and boost its performance.
MANAGEMENT FEE
The management fee is calculated and paid to FMR every month. The fund pays
the fee at the annual rate of .65% of its average net assets.
FSC performs many transaction and accounting functions for the fund. These
services include processing shareholder transactions and calculating the
fund's share price. FMR, and not the fund, pays for these services.
To offset shareholder service costs, FMR or its affiliates also collect the
fund's $5.00 exchange fee, $5.00 account closeout fee, $5.00 fee for wire
purchases and redemptions, and the $2.00 checkwriting charge. For fiscal
1995, these fees amounted to $8,755, $295, $90, and $86, respectively.
The fund has adopted a Distribution and Service Plan. This plan recognizes
that FMR may use its resources, including management fees, to pay expenses
associated with the sale of fund shares. This may include payments to third
parties, such as banks or broker-dealers, that provide shareholder support
services or engage in the sale of the fund's shares. It is important to
note, however, that the fund does not pay FMR any separate fees for this
service.
The fund's portfolio turnover rate for fiscal 1995 was 422%. This rate
varies from year to year. High turnover rates increase transaction costs
and may increase taxable capital gains. FMR considers these effects when
evaluating the anticipated benefits of short-term investing.
YOUR ACCOUNT

DOING BUSINESS WITH FIDELITY
Fidelity Investments was established in 1946 to manage one of America's
first mutual funds. Today, Fidelity is the largest mutual fund company in
the country, and is known as an innovative provider of high-quality
financial services to individuals and institutions.
In addition to its mutual fund business, the company operates one of
America's leading discount brokerage firms, Fidelity Brokerage Services,
Inc. (FBSI). Fidelity is also a leader in providing tax-sheltered
retirement plans for individuals investing on their own or through their
employer.
Fidelity is committed to providing investors with practical information to
make investment decisions. Based in Boston, Fidelity provides customers
with complete service 24 hours a day, 365 days a year, through a network of
telephone service centers around the country.
To reach Fidelity for general information, call these numbers:
(small solid bullet) For mutual funds, 1-800-544-8888
(small solid bullet) For brokerage, 1-800-544-7272
If you would prefer to speak with a representative in person, Fidelity has
over 75 walk-in Investor Centers across the country.
TYPES OF ACCOUNTS
You may set up an account directly in the fund or, if you own or intend to
purchase individual securities as part of your total investment portfolio,
you may consider investing in the fund through a brokerage account.
If you are investing through FBSI or another financial institution or
investment professional, refer to its program materials for any special
provisions regarding your investment in the fund.
The different ways to set up (register) your account with Fidelity are
listed at right.
The account guidelines that follow may not apply to certain retirement
accounts. If your employer offers the fund through a retirement program,
contact your employer for more information. Otherwise, call Fidelity
directly.

FIDELITY FACTS
Fidelity offers the broadest
selection of mutual funds
in the world.
(solid bullet) Number of Fidelity mutual
funds: over 210
(solid bullet) Assets in Fidelity mutual
funds: over $ 250 billion
(solid bullet) Number of shareholder
accounts: over 20 million
(solid bullet) Number of investment
analysts and portfolio
managers: over 200
(checkmark)
WAYS TO SET UP YOUR ACCOUNT
INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS
Individual accounts are owned by one person. Joint accounts can have two or
more owners (tenants).
RETIREMENT
TO SHELTER YOUR RETIREMENT SAVINGS FROM TAXES
Retirement plans allow individuals to shelter investment income and
capital gains from current taxes. In addition, contributions to these
accounts may be tax deductible. Retirement accounts require special
applications and typically have lower minimums.
(solid bullet) INDIVIDUAL RETIREMENT ACCOUNTS (IRAS) allow anyone of legal
age and under 70 with earned income to invest up to $2,000 per tax year.
Individuals can also invest in a spouse's IRA if the spouse has earned
income of less than $250.
(solid bullet) ROLLOVER IRAS retain special tax advantages for certain
distributions from employer-sponsored retirement plans.
(solid bullet) KEOGH OR CORPORATE PROFIT SHARING AND MONEY PURCHASE PENSION
PLANS allow self-employed individuals or small business owners (and their
employees) to make tax-deductible contributions for themselves and any
eligible employees up to $30,000 per year.
(solid bullet) SIMPLIFIED EMPLOYEE PENSION PLANS (SEP-IRAS) provide small
business owners or those with self-employed income (and their eligible
employees) with many of the same advantages as a Keogh, but with fewer
administrative requirements.
(solid bullet) 403(B) CUSTODIAL ACCOUNTS are available to employees of most
tax-exempt institutions, including schools, hospitals, and other charitable
organizations.
GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA)
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS
These custodial accounts provide a way to give money to a child and obtain
tax benefits. An individual can give up to $10,000 a year per child without
paying federal gift tax. Depending on state laws, you can set up a
custodial account under the Uniform Gifts to Minors Act (UGMA) or the
Uniform Transfers to Minors Act (UTMA).
TRUST
FOR MONEY BEING INVESTED BY A TRUST
The trust must be established before an account can be opened.
BUSINESS OR ORGANIZATION
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS, OR OTHER
GROUPS
Requires a special application.
HOW TO BUY SHARES
THE FUND'S SHARE PRICE, called net asset value (NAV), is calculated every
business day. The fund's shares are sold without a sales charge.
Shares are purchased at the next share price calculated after your
investment is received and accepted. Share price is normally calculated at
4 p.m. Eastern time.
IF YOU ARE NEW TO FIDELITY, complete and sign an account application and
mail it along with your check. You may also open your account in person or
by wire as described on page . If there is no application accompanying this
prospectus, call 1-800-544-8888.
IF YOU ALREADY HAVE MONEY INVESTED IN A FIDELITY FUND, you can:
(small solid bullet) Mail in an application with a check, or
(small solid bullet) Open your account by exchanging from another Fidelity
fund.
IF YOU ARE INVESTING THROUGH A TAX-SHELTERED RETIREMENT PLAN, such as an
IRA, for the first time, you will need a special application. Retirement
investing also involves its own investment procedures. Call 1-800-544-8888
for more information and a retirement application.
If you buy shares by check or Fidelity Money Line(registered trademark),
and then sell those shares by any method other than by exchange to another
Fidelity fund, the payment may be delayed for up to seven business days to
ensure that your previous investment has cleared.
MINIMUM INVESTMENTS
TO OPEN AN ACCOUNT $10,000
For Fidelity retirement accounts $10,000
TO ADD TO AN ACCOUNT $1,000
For Fidelity retirement accounts $1,000
Through automatic investment plans $500
MINIMUM BALANCE $5,000
For Fidelity retirement accounts $5,000

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TO OPEN AN ACCOUNT TO ADD TO AN ACCOUNT

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Mail (mail_graphic) (small solid bullet) Complete and sign the (small solid bullet) Make your check
application. Make your payable to "Spartan
check payable to Long-Term Government
"Spartan Long-Term Bond Fund." Indicate
Government Bond your fund account
Fund." Mail to the number on your check
address indicated on and mail to the address
the application. printed on your account
statement.
(small solid bullet) Exchange by mail: call
1-800-544-6666 for
instructions.

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Wire (wire_graphic) (small solid bullet) There may be a $5.00 (small solid bullet) There may be a $5.00
fee for each wire fee for each wire
purchase. purchase.
(small solid bullet) Call 1-800-544-7777 to (small solid bullet) Not available for
set up your account retirement accounts.
and to arrange a wire (small solid bullet) Wire to:
transaction. Not Bankers Trust
available for retirement Company,
accounts. Bank Routing
(small solid bullet) Wire within 24 hours to: #021001033,
Bankers Trust Account #00163053.
Company, Specify "Spartan
Bank Routing Long-Term Government
#021001033, Bond Fund" and include
Account #00163053. your account number
Specify "Spartan and your name.
Long-Term
Government Bond
Fund" and include your
new account number
and your name.

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(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired: 1-800-544-0118

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<CAPTION>
<S> <C> <C>
(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired: 1-800-544-0118

</TABLE>

INVESTOR SERVICES
Fidelity provides a variety of services to help you manage your account.
INFORMATION SERVICES
FIDELITY'S TELEPHONE REPRESENTATIVES are available 24 hours a day, 365 days
a year. Whenever you call, you can speak with someone equipped to provide
the information or service you need.
STATEMENTS AND REPORTS that Fidelity sends to you include the following:
(small solid bullet) Confirmation statements (after every transaction,
except reinvestments, that affects your account balance or your account
registration)
(small solid bullet) Account statements (quarterly)
(small solid bullet) Financial reports (every six months)

24-HOUR SERVICE
ACCOUNT ASSISTANCE
1-800-544-6666
ACCOUNT BALANCES
1-800-544-7544
ACCOUNT TRANSACTIONS
1-800-544-7777
PRODUCT INFORMATION
1-800-544-8888
QUOTES
1-800-544-8544
RETIREMENT ACCOUNT
ASSISTANCE
1-800-544-4774
AUTOMATED SERVICE
(checkmark)
To reduce expenses, only one copy of most financial reports will be mailed
to your household, even if you have more than one account in the fund. Call
1-800-544-6666 if you need copies of financial reports or historical
account information.
TRANSACTION SERVICES
EXCHANGE PRIVILEGE. You may sell your fund shares and buy shares of other
Fidelity funds by telephone or in writing. There may be a $5.00 fee for
each exchange out of the fund, unless you place your transaction on
Fidelity's automated exchange services.
Note that exchanges out of the fund are limited to four per calendar year,
and that they may have tax consequences for you. For details on policies
and restrictions governing exchanges, including circumstances under which a
shareholder's exchange privilege may be suspended or revoked, see page .
SYSTEMATIC WITHDRAWAL PLANS let you set up periodic redemptions from your
account.
FIDELITY MONEY LINE(registered trademark) enables you to transfer money by
phone between your bank account and your fund account. Most transfers are
complete within three business days of your call.
REGULAR INVESTMENT PLANS
One easy way to pursue your financial goals is to invest money regularly.
Fidelity offers convenient services that let you transfer money into your
fund account, or between fund accounts, automatically. While regular
investment plans do not guarantee a profit and will not protect you against
loss in a declining market, they can be an excellent way to invest for
retirement, a home, educational expenses, and other long-term financial
goals. Certain restrictions apply for retirement accounts. Call
1-800-544-6666 for more information.
REGULAR INVESTMENT PLANS

FIDELITY AUTOMATIC ACCOUNT BUILDERSM
TO MOVE MONEY FROM YOUR BANK ACCOUNT TO A FIDELITY FUND

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

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<CAPTION>
<S> <C> <C>
FIDELITY AUTOMATIC EXCHANGE SERVICE
TO MOVE MONEY FROM A FIDELITY MONEY MARKET FUND TO ANOTHER FIDELITY FUND

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A BECAUSE ITS SHARE PRICE FLUCTUATES, THE FUND MAY NOT BE AN APPROPRIATE
CHOICE FOR DIRECT DEPOSIT OF YOUR ENTIRE CHECK.
SHAREHOLDER AND ACCOUNT POLICIES

DIVIDENDS, CAPITAL GAINS, AND TAXES
The fund distributes substantially all of its net investment income and
capital gains to shareholders each year. Income dividends are declared and
paid in March, June, September, and December. Capital gains are normally
distributed in March and December.
DISTRIBUTION OPTIONS
When you open an account, specify on your application how you want to
receive your distributions. If the option you prefer is not listed on the
application, call 1-800-544-6666 for instructions. The fund offers four
options:
1. REINVESTMENT OPTION. Your dividend and capital gain distributions will
be automatically reinvested in additional shares of the fund. If you do not
indicate a choice on your application, you will be assigned this option.
2. INCOME-EARNED OPTION. Your capital gain distributions will be
automatically reinvested, but you will be sent a check for each dividend
distribution.
3. CASH OPTION. You will be sent a check for your dividend and capital gain
distributions.
4. DIRECTED DIVIDENDS(registered trademark) OPTION. Your dividend and
capital gain distributions will be automatically invested in another
identically registered Fidelity fund.
FOR RETIREMENT ACCOUNTS, all distributions are automatically reinvested.
When you are over 59 years old, you can receive distributions in cash.
When the fund deducts a distribution from its NAV, the reinvestment price
is the fund's NAV at the close of business that day. The mailing of
distribution checks will begin within seven days.
UNDERSTANDING
DISTRIBUTIONS
As a fund shareholder, you
are entitled to your share of
the fund's net income and
gains on its investments. The
fund passes its earnings
along to its investors as
DISTRIBUTIONS.
The fund earns interest from
its investments. These are
passed along as DIVIDEND
DISTRIBUTIONS. The fund may
realize capital gains if it sells
securities for a higher price
than it paid for them. These
are passed along as CAPITAL
GAIN DISTRIBUTIONS.
(checkmark)
TAXES
As with any investment, you should consider how your investment in the fund
will be taxed. If your account is not a tax-deferred retirement account,
you should be aware of these tax implications.
TAXES ON DISTRIBUTIONS. Distributions are subject to federal income tax,
and may also be subject to state or local taxes. If you live outside the
United States, your distributions could also be taxed by the country in
which you reside. Your distributions are taxable when they are paid,
whether you take them in cash or reinvest them. However, distributions
declared in December and paid in January are taxable as if they were paid
on December 31.
For federal tax purposes, the fund's income and short-term capital gain
distributions are taxed as dividends; long-term capital gain distributions
are taxed as long-term capital gains. Every January, Fidelity will send you
and the IRS a statement showing the taxable distributions paid to you in
the previous year.
Mutual fund dividends from U.S. government securities are generally free
from state and local income taxes. However, particular states may limit
this benefit, and some types of securities, such as repurchase agreements
and some agency-backed securities, may not qualify for the benefit. In
addition, some states may impose intangible property taxes. You should
consult your own tax adviser for details and up-to-date information on the
tax laws in your state.
During fiscal 1995, 95.93% of Spartan Long-Term Government's income
distributions were from U.S. government securities.
TAXES ON TRANSACTIONS. Your redemptions - including exchanges to other
Fidelity funds - are subject to capital gains tax. A capital gain or loss
is the difference between the cost of your shares and the price you receive
when you sell them.
Whenever you sell shares of the fund, Fidelity will send you a confirmation
statement showing how many shares you sold and at what price. You will also
receive a consolidated transaction statement every January. However, it is
up to you or your tax preparer to determine whether this sale resulted in a
capital gain and, if so, the amount of tax to be paid. Be sure to keep your
regular account statements; the information they contain will be essential
in calculating the amount of your capital gains.
"BUYING A DIVIDEND." If you buy shares just before the fund deducts a
distribution from its NAV, you will pay the full price for the shares and
then receive a portion of the price back in the form of a taxable
distribution.
EFFECT OF FOREIGN TAXES. Foreign governments may impose taxes on the fund
and its investments and these taxes generally will reduce the fund's
distributions.
There are tax requirements that all funds must follow in order to avoid
federal taxation. In its effort to adhere to these requirements, the fund
may have to limit its investment activity in some types of instruments.
TRANSACTION DETAILS
THE FUND IS OPEN FOR BUSINESS each day the New York Stock Exchange (NYSE)
is open. Fidelity normally calculates the fund's NAV as of the close of
business of the NYSE, normally 4 p.m. Eastern time.
THE FUND'S NAV is the value of a single share. The NAV is computed by
adding the value of the fund's investments, cash, and other assets,
subtracting its liabilities, and then dividing the result by the number of
shares outstanding.
The fund's assets are valued primarily on the basis of market quotations.
Foreign securities are valued on the basis of quotations from the primary
market in which they are traded, and are translated from the local currency
into U.S. dollars using current exchange rates. If quotations are not
readily available, or if the values have been materially affected by events
occurring after the closing of a foreign market, assets are valued by a
method that the Board of Trustees believes accurately reflects fair value.
THE FUND'S OFFERING PRICE (price to buy one share) and REDEMPTION PRICE
(price to sell one share) are its NAV.
WHEN YOU SIGN YOUR ACCOUNT APPLICATION, you will be asked to certify that
your Social Security or taxpayer identification number is correct and that
you are not subject to 31% backup withholding for failing to report income
to the IRS. If you violate IRS regulations, the IRS can require the fund to
withhold 31% of your taxable distributions and redemptions.
YOU MAY INITIATE MANY TRANSACTIONS BY TELEPHONE. Fidelity may only be
liable for losses resulting from unauthorized transactions if it does not
follow reasonable procedures designed to verify the identity of the caller.
Fidelity will request personalized security codes or other information, and
may also record calls. You should verify the accuracy of your confirmation
statements immediately after you receive them. If you do not want the
ability to redeem and exchange by telephone, call Fidelity for
instructions.
IF YOU ARE UNABLE TO REACH FIDELITY BY PHONE (for example, during periods
of unusual market activity), consider placing your order by mail or by
visiting a Fidelity Investor Center.
THE FUND RESERVES THE RIGHT TO SUSPEND THE OFFERING OF SHARES for a period
of time. The fund also reserves the right to reject any specific purchase
order, including certain purchases by exchange. See "Exchange Restrictions"
on page . Purchase orders may be refused if, in FMR's opinion, they would
disrupt management of the fund.
WHEN YOU PLACE AN ORDER TO BUY SHARES, your order will be processed at the
next offering price calculated after your order is received and accepted.
Note the following:
(small solid bullet) All of your purchases must be made in U.S. dollars and
checks must be drawn on U.S. banks.
(small solid bullet) Fidelity does not accept cash.
(small solid bullet) When making a purchase with more than one check, each
check must have a value of at least $50.
(small solid bullet) The fund reserves the right to limit the number of
checks processed at one time.
(small solid bullet) If your check does not clear, your purchase will be
cancelled and you could be liable for any losses or fees the fund or its
transfer agent has incurred.
TO AVOID THE COLLECTION PERIOD associated with check and Money Line
purchases, consider buying shares by bank wire, U.S. Postal money order,
U.S. Treasury check, Federal Reserve check, or direct deposit instead.
YOU MAY BUY OR SELL SHARES OF THE FUND THROUGH A BROKER, who may charge you
a fee for this service. If you invest through a broker or other
institution, read its program materials for any additional service features
or fees that may apply.
CERTAIN FINANCIAL INSTITUTIONS that have entered into sales agreements with
FDC may enter confirmed purchase orders on behalf of customers by phone,
with payment to follow no later than the time when the fund is priced on
the following business day. If payment is not received by that time, the
financial institution could be held liable for resulting fees or losses.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at the
next NAV calculated after your request is received and accepted. Note the
following:
(small solid bullet) Normally, redemption proceeds will be mailed to you on
the next business day, but if making immediate payment could adversely
affect the fund, it may take up to seven days to pay you.
(small solid bullet) Fidelity Money Line redemptions generally will be
credited to your bank account on the second or third business day after
your phone call.
(small solid bullet) The fund may hold payment on redemptions until it is
reasonably satisfied that investments made by check or Fidelity Money Line
have been collected, which can take up to seven business days.
(small solid bullet) Redemptions may be suspended or payment dates
postponed when the NYSE is closed (other than weekends or holidays), when
trading on the NYSE is restricted, or as permitted by the SEC.
(small solid bullet) If you sell shares by writing a check and the amount
of the check is greater than the value of your account, your check will be
returned to you and you may be subject to additional charges.
THE FEES FOR INDIVIDUAL TRANSACTIONS are waived if your account balance at
the time of the transaction is $50,000 or more. Otherwise, you should note
the following:
(small solid bullet) The $2.00 checkwriting charge will be deducted from
your account.
(small solid bullet) The $5.00 exchange fee will be deducted from the
amount of your exchange.
(small solid bullet) The $5.00 wire fee will be deducted from the amount of
your wire.
(small solid bullet) The $5.00 account closeout fee does not apply to
exchanges or wires, but it will apply to checkwriting.
FIDELITY RESERVES THE RIGHT TO DEDUCT AN ANNUAL MAINTENANCE FEE of $12.00
from accounts with a value of less than $2,500, subject to an annual
maximum charge of $60.00 per shareholder. It is expected that accounts will
be valued on the second Friday in November of each year. Accounts opened
after September 30 will not be subject to the fee for that year. The fee,
which is payable to the transfer agent, is designed to offset in part the
relatively higher costs of servicing smaller accounts. The fee will not be
deducted from retirement accounts, accounts using regular investment plans,
or if total assets in Fidelity funds exceed $50,000. Eligibility for the
$50,000 waiver is determined by aggregating Fidelity mutual fund accounts
maintained by FSC or FBSI which are registered under the same social
security number or which list the same social security number for the
custodian of a Uniform Gifts/Transfers to Minors Act account.
IF YOUR ACCOUNT BALANCE FALLS BELOW $5,000, you will be given 30 days'
notice to reestablish the minimum balance. If you do not increase your
balance, Fidelity reserves the right to close your account and send the
proceeds to you. Your shares will be redeemed at the NAV on the day your
account is closed and the $5.00 account closeout fee will be charged.
FIDELITY MAY CHARGE A FEE FOR SPECIAL SERVICES, such as providing
historical account documents, that are beyond the normal scope of its
services.
EXCHANGE RESTRICTIONS
As a shareholder, you have the privilege of exchanging shares of the fund
for shares of other Fidelity funds. However, you should note the following:
(small solid bullet) The fund you are exchanging into must be registered
for sale in your state.
(small solid bullet) You may only exchange between accounts that are
registered in the same name, address, and taxpayer identification number.
(small solid bullet) Before exchanging into a fund, read its prospectus.
(small solid bullet) If you exchange into a fund with a sales charge, you
pay the percentage-point difference between that fund's sales charge and
any sales charge you have previously paid in connection with the shares you
are exchanging. For example, if you had already paid a sales charge of 2%
on your shares and you exchange them into a fund with a 3% sales charge,
you would pay an additional 1% sales charge.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) Because excessive trading can hurt fund performance
and shareholders, the fund reserves the right to temporarily or permanently
terminate the exchange privilege of any investor who makes more than four
exchanges out of the fund per calendar year. Accounts under common
ownership or control, including accounts with the same taxpayer
identification number, will be counted together for purposes of the four
exchange limit.
(small solid bullet) The exchange limit may be modified for accounts in
certain institutional retirement plans to conform to plan exchange limits
and Department of Labor regulations. See your plan materials for further
information.
(small solid bullet) The fund reserves the right to refuse exchange
purchases by any person or group if, in FMR's judgment, the fund would be
unable to invest the money effectively in accordance with its investment
objective and policies, or would otherwise potentially be adversely
affected.
(small solid bullet) Your exchanges may be restricted or refused if the
fund receives or anticipates simultaneous orders affecting significant
portions of the fund's assets. In particular, a pattern of exchanges that
coincides with a "market timing" strategy may be disruptive to the fund.
Although the fund will attempt to give you prior notice whenever it is
reasonably able to do so, it may impose these restrictions at any time. The
fund reserves the right to terminate or modify the exchange privilege in
the future.
OTHER FUNDS MAY HAVE DIFFERENT EXCHANGE RESTRICTIONS, and may impose
administrative fees of up to $7.50 and redemption fees of up to 1.50% on
exchanges. Check each fund's prospectus for details.

This prospectus is printed on recycled paper using soy-based inks.
SPARTAN(registered trademark) LONG-TERM GOVERNMENT BOND FUND
A FUND OF FIDELITY DEVONSHIRE TRUST
STATEMENT OF ADDITIONAL INFORMATION
MARCH 22, 1995
This Statement is not a prospectus but should be read in conjunction with
the fund's current Prospectus (dated March 22, 1995). Please retain this
document for future reference. The fund's financial statements and
financial highlights, included in the Annual Report for the fiscal year
ended January 31, 1995, are incorporated herein by reference. To obtain an
additional copy of the Prospectus or the Annual Report, please call
Fidelity Distributors Corporation at 1-800-544-8888.
TABLE OF CONTENTS PAGE

Investment Policies and Limitations

Portfolio Transactions

Valuation of Portfolio Securities

Performance

Additional Purchase and Redemption Information

Distributions and Taxes

FMR

Trustees and Officers

Management Contract

Distribution and Service Plan

Contracts With Companies Affiliated With FMR

Description of the Trust

Financial Statements

Appendix 20

INVESTMENT ADVISER
Fidelity Management & Research Company (FMR)
DISTRIBUTOR
Fidelity Distributors Corporation (FDC)
TRANSFER AGENT
Fidelity Service Company (FSC)
LTG-ptb-395
INVESTMENT POLICIES AND LIMITATIONS
The following policies and limitations supplement those set forth in the
Prospectus. Unless otherwise noted, whenever an investment policy or
limitation states a maximum percentage of the fund's assets that may be
invested in any security or other asset, or sets forth a policy regarding
quality standards, such standard or percentage limitation will be
determined immediately after and as a result of the fund's acquisition of
such security or other asset. Accordingly, any subsequent change in values,
net assets, or other circumstances will not be considered when determining
whether the investment complies with the fund's investment policies and
limitations.
The fund's fundamental investment policies and limitations cannot be
changed without approval by a "majority of the outstanding voting
securities" (as defined in the Investment Company Act of 1940) of the fund.
However, except for the fundamental investment limitations set forth below,
the investment policies and limitations described in this Statement of
Additional Information are not fundamental and may be changed without
shareholder approval. THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT
LIMITATIONS SET FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(2) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to this
amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(3) underwrite securities issued by others (except to the extent that the
fund may be considered to be an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities);
(4) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose principal
business activities are in the same industry;
(5) purchase or sell real estate, unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business;
(6) purchase or sell physical commodities, unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
(7) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.
THE FOLLOWING LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED WITHOUT
SHAREHOLDER APPROVAL.
(i) To meet federal tax requirements for qualification as a "regulated
investment company," the fund limits its investments so that at the close
of each quarter of its taxable year: (a) with regard to at least 50% of
total assets, no more than 5% of total assets are invested in the
securities of a single issuer, and (b) no more than 25% of total assets are
invested in the securities of a single issuer. Limitations (a) and (b) do
not apply to "Government securities" as defined for federal tax purposes.
(ii) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(iii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iv) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (2)). The fund will not
purchase any security while borrowings representing more than 5% of its
total assets are outstanding. The fund will not borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.
(v) The fund does not currently intend to purchase any security if, as a
result, more than 10% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the prices
at which they are valued.
(vi) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 7.5% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser or (b) acquiring
loans, loan participations, or other forms of direct debt instruments and,
in connection therewith, assuming any associated unfunded commitments of
the sellers. (This limitation does not apply to purchases of debt
securities or to repurchase agreements.)
(vii) The fund does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.
(viii) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation.
(ix) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
It is the fund's position that proprietary strips, such as CATS and TIGRs,
and privately sponsored CMOs are government securities. However, the fund
has been advised that the Staff of the Division of Investment Management of
the Securities and Exchange Commission (SEC) does not consider these to be
government securities as defined under the 1940 Act. Accordingly, for
purposes of investment limitation (4), the fund has established the
following four industry groups: (1) custodian banks for proprietary strips
that are direct obligations, backed by the full faith and credit of the
U.S. government; (2) custodian banks for proprietary strips that are
indirect obligations, not backed by the full faith and credit of the U.S.
government; (3) custodian banks for CMOs that are direct obligations,
backed by the full faith and credit of the U.S. government; and (4)
custodian banks for CMOs that are indirect obligations, not backed by the
full faith and credit of the U.S. government. The fund will continue its
efforts to secure a favorable opinion of the Staff of the SEC that
proprietary strips and privately sponsored CMOs are government securities.
If the fund concludes that, under applicable legal principles, any of these
securities are government securities, it will exclude these securities from
investment limitation (4). Proprietary strips and privately sponsored CMOs
are considered government securities for the purposes of investment
limitations (i) and (viii) above relating to its status as a "regulated
investment company" pursuant to the federal tax requirements under the
Internal Revenue Code.
For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions" on page
.
AFFILIATED BANK TRANSACTIONS. The fund may engage in transactions with
financial institutions that are, or may be considered to be, "affiliated
persons" of the fund under the Investment Company Act of 1940. These
transactions may include repurchase agreements with custodian banks;
short-term obligations of, and repurchase agreements with, the 50 largest
U.S. banks (measured by deposits); municipal securities; U.S. government
securities with affiliated financial institutions that are primary dealers
in these securities; short-term currency transactions; and short-term
borrowings. In accordance with exemptive orders issued by the Securities
and Exchange Commission, the Board of Trustees has established and
periodically reviews procedures applicable to transactions involving
affiliated financial institutions.
SWAP AGREEMENTS. Swap agreements can be individually negotiated and
structured to include exposure to a variety of different types of
investments or market factors. Depending on their structure, swap
agreements may increase or decrease the fund's exposure to long- or
short-term interest rates (in the United States or abroad), foreign
currency values, mortgage securities, corporate borrowing rates, or other
factors such as security prices or inflation rates. Swap agreements can
take many different forms and are known by a variety of names. The fund is
not limited to any particular form of swap agreement if FMR determines it
is consistent with the fund's investment objective and policies.
In a typical cap or floor agreement, one party agrees to make payments only
under specified circumstances, usually in return for payment of a fee by
the other party. For example, the buyer of an interest rate cap obtains the
right to receive payments to the extent that a specified interest rate
exceeds an agreed-upon level, while the seller of an interest rate floor is
obligated to make payments to the extent that a specified interest rate
falls below an agreed-upon level. An interest rate collar combines elements
of buying a cap and selling a floor.
Swap agreements will tend to shift the fund's investment exposure from one
type of investment to another. For example, if the fund agreed to exchange
payments in dollars for payments in foreign currency, the swap agreement
would tend to decrease the fund's exposure to U.S. interest rates and
increase its exposure to foreign currency and interest rates. Caps and
floors have an effect similar to buying or writing options. Depending on
how they are used, swap agreements may increase or decrease the overall
volatility of the fund's investments and its share price and yield.
The most significant factor in the performance of swap agreements is the
change in the specific interest rate, currency, or other factors that
determine the amounts of payments due to and from the fund. If a swap
agreement calls for payments by the fund, the fund must be prepared to make
such payments when due. In addition, if the counterparty's creditworthiness
declined, the value of a swap agreement would be likely to decline,
potentially resulting in losses. The fund expects to be able to eliminate
its exposure under swap agreements either by assignment or other
disposition, or by entering into an offsetting swap agreement with the same
party or a similarly creditworthy party.
The fund will maintain appropriate liquid assets in a segregated custodial
account to cover its current obligations under swap agreements. If the fund
enters into a swap agreement on a net basis, it will segregate assets with
a daily value at least equal to the excess, if any, of the fund's accrued
obligations under the swap agreement over the accrued amount the fund is
entitled to receive under the agreement. If the fund enters into a swap
agreement on other than a net basis, it will segregate assets with a value
equal to the full amount of the fund's accrued obligations under the
agreement.
VARIABLE OR FLOATING RATE OBLIGATIONS bear variable or floating interest
rates and carry rights that permit holders to demand payment of the unpaid
principal balance plus accrued interest from the issuers or certain
financial intermediaries. Floating rate instruments have interest rates
that change whenever there is a change in a designated base rate while
variable rate instruments provide for a specified periodic adjustment in
the interest rate. These formulas are designed to result in a market value
for the instrument that approximates its par value.
LOANS AND OTHER DIRECT DEBT INSTRUMENTS are interests in amounts owed by a
corporate, governmental, or other borrower to another party. They may
represent amounts owed to lenders or lending syndicates (loans and loan
participations), to suppliers of goods or services (trade claims or other
receivables), or to other parties. Direct debt instruments involve a risk
of loss in case of default or insolvency of the borrower and may offer less
legal protection to the fund in the event of fraud or misrepresentation. In
addition, loan participations involve a risk of insolvency of the lending
bank or other financial intermediary. Direct debt instruments may also
include standby financing commitments that obligate the fund to supply
additional cash to the borrower on demand.
INDEXED SECURITIES. The fund may purchase securities whose prices are
indexed to the prices of other securities, securities indices, currencies,
precious metals or other commodities, or other financial indicators.
Indexed securities typically, but not always, are debt securities or
deposits whose value at maturity or coupon rate is determined by reference
to a specific instrument or statistic. Gold-indexed securities, for
example, typically provide for a maturity value that depends on the price
of gold, resulting in a security whose price tends to rise and fall
together with gold prices. Currency-indexed securities typically are
short-term to intermediate-term debt securities whose maturity values or
interest rates are determined by reference to the values of one or more
specified foreign currencies, and may offer higher yields than U.S.
dollar-denominated securities of equivalent issuers. Currency-indexed
securities may be positively or negatively indexed; that is, their maturity
value may increase when the specified currency value increases, resulting
in a security that performs similarly to a foreign-denominated instrument,
or their maturity value may decline when foreign currencies increase,
resulting in a security whose price characteristics are similar to a put on
the underlying currency. Currency-indexed securities may also have prices
that depend on the values of a number of different foreign currencies
relative to each other.
The performance of indexed securities depends to a great extent on the
performance of the security, currency, or other instrument to which they
are indexed, and may also be influenced by interest rate changes in the
United States and abroad. At the same time, indexed securities are subject
to the credit risks associated with the issuer of the security, and their
values may decline substantially if the issuer's creditworthiness
deteriorates. Recent issuers of indexed securities have included banks,
corporations, and certain U.S. government agencies. Indexed securities may
be more volatile than the underlying instruments.
ILLIQUID INVESTMENTS are investments that cannot be sold or disposed of in
the ordinary course of business at approximately the prices at which they
are valued. Under the supervision of the Board of Trustees, FMR determines
the liquidity of the fund's investments and, through reports from FMR, the
Board monitors investments in illiquid instruments. In determining the
liquidity of the fund's investments, FMR may consider various factors,
including (1) the frequency of trades and quotations, (2) the number of
dealers and prospective purchasers in the marketplace, (3) dealer
undertakings to make a market, (4) the nature of the security (including
any demand or tender features), and (5) the nature of the marketplace for
trades (including the ability to assign or offset the fund's rights and
obligations relating to the investment).
Investments currently considered by the fund to be illiquid include
repurchase agreements not entitling the holder to payment of principal and
interest within seven days, non-government stripped fixed-rate
mortgage-backed securities, and over-the-counter options. Also, FMR may
determine some restricted securities, government-stripped fixed-rate
mortgage-backed securities, loans and other direct debt instruments,
emerging market securities, and swap agreements to be illiquid. However,
with respect to over-the-counter options the fund writes, all or a portion
of the value of the underlying instrument may be illiquid depending on the
assets held to cover the option and the nature and terms of any agreement
the fund may have to close out the option before expiration.
In the absence of market quotations, illiquid investments are priced at
fair value as determined in good faith by a committee appointed by the
Board of Trustees. If through a change in values, net assets, or other
circumstances, the fund were in a position where more than 10% of its net
assets was invested in illiquid securities, it would seek to take
appropriate steps to protect liquidity.
RESTRICTED SECURITIES generally can be sold in privately negotiated
transactions, pursuant to an exemption from registration under the
Securities Act of 1933, or in a registered public offering. Where
registration is required, the fund may be obligated to pay all or part of
the registration expense and a considerable period may elapse between the
time it decides to seek registration and the time it may be permitted to
sell a security under an effective registration statement. If, during such
a period, adverse market conditions were to develop, the fund might obtain
a less favorable price than prevailed when it decided to seek registration
of the security.
REPURCHASE AGREEMENTS. In a repurchase agreement, the fund purchases a
security and simultaneously commits to sell that security back to the
original seller at an agreed-upon price. The resale price reflects the
purchase price plus an agreed-upon incremental amount which is unrelated to
the coupon rate or maturity of the purchased security. While it does not
presently appear possible to eliminate all risks from these transactions
(particularly the possibility that the value of the underlying security
will be less than the resale price, as well as delays and costs to the fund
in connection with bankruptcy proceedings), it is the fund's current policy
to engage in repurchase agreement transactions with parties whose
creditworthiness has been reviewed and found satisfactory by FMR.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, the fund
sells a portfolio instrument to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase the instrument
at a particular price and time. While a reverse repurchase agreement is
outstanding, the fund will maintain appropriate liquid assets in a
segregated custodial account to cover its obligation under the agreement.
The fund will enter into reverse repurchase agreements only with parties
whose creditworthiness has been found satisfactory by FMR. Such
transactions may increase fluctuations in the market value of the fund's
assets and may be viewed as a form of leverage.
SECURITIES LENDING. The fund may lend securities to parties such as
broker-dealers or institutional investors, including Fidelity Brokerage
Services, Inc. (FBSI). FBSI is a member of the New York Stock Exchange and
a subsidiary of FMR Corp.
Securities lending allows the fund to retain ownership of the securities
loaned and, at the same time, to earn additional income. Since there may be
delays in the recovery of loaned securities, or even a loss of rights in
collateral supplied should the borrower fail financially, loans will be
made only to parties deemed by FMR to be of good standing. Furthermore,
they will only be made if, in FMR's judgment, the consideration to be
earned from such loans would justify the risk.
FMR understands that it is the current view of the SEC Staff that a fund
may engage in loan transactions only under the following conditions: (1)
the fund must receive 100% collateral in the form of cash or cash
equivalents (e.g., U.S. Treasury bills or notes) from the borrower; (2) the
borrower must increase the collateral whenever the market value of the
securities loaned (determined on a daily basis) rises above the value of
the collateral; (3) after giving notice, the fund must be able to terminate
the loan at any time; (4) the fund must receive reasonable interest on the
loan or a flat fee from the borrower, as well as amounts equivalent to any
dividends, interest, or other distributions on the securities loaned and to
any increase in market value; (5) the fund may pay only reasonable
custodian fees in connection with the loan; and (6) the Board of Trustees
must be able to vote proxies on the securities loaned, either by
terminating the loan or by entering into an alternative arrangement with
the borrower.
Cash received through loan transactions may be invested in any security in
which the fund is authorized to invest. Investing this cash subjects that
investment, as well as the security loaned, to market forces (i.e., capital
appreciation or depreciation).
ZERO COUPON BONDS. Zero coupon bonds do not make interest payments;
instead, they are sold at a deep discount from their face value and are
redeemed at face value when they mature. Because zero coupon bonds do not
pay current income, their prices can be very volatile when interest rates
change. In calculating its dividends, the fund takes into account as income
a portion of the difference between a zero coupon bond's purchase price and
its face value.
A broker-dealer creates a derivative zero by separating the interest and
principal components of a U.S. Treasury security and selling them as two
individual securities. CATS (Certificates of Accrual on Treasury
Securities), TIGRs (Treasury Investment Growth Receipts), and TRs (Treasury
Receipts) are examples of Derivative zeros.
The Federal Reserve Bank creates STRIPS (Separate Trading of Registered
Interest and Principal of Securities) by separating the interest and
principal components of an outstanding U.S. Treasury bond and selling them
as individual securities. Bonds issued by the Resolution Funding
Corporation (REFCORP) and the Financing Corporation (FICO) can also be
separated in this fashion.
INTERFUND BORROWING PROGRAM. Pursuant to an exemptive order issued by the
SEC, the fund has received permission to lend money to, and borrow money
from, other funds advised by FMR or its affiliates. Interfund loans and
borrowings normally will extend overnight, but can have a maximum duration
of seven days. Loans may be called on one day's notice. The fund will lend
through the program only when the returns are higher than those available
from other short-term instruments (such as repurchase agreements), and will
borrow through the program only when the costs are equal to or lower than
the cost of bank loans. The fund may have to borrow from a bank at a higher
interest rate if an interfund loan is called or not renewed. Any delay in
repayment to a lending fund could result in a lost investment opportunity
or additional borrowing costs.
FOREIGN INVESTMENTS. Investing in securities issued by companies or other
issuers whose principal activities are outside the United States may
involve significant risks in addition to the risks inherent in U.S.
investments. The value of securities denominated in foreign currencies and
of dividends and interest paid with respect to such securities will
fluctuate based on the relative strength of the U.S. dollar. In addition,
there is generally less publicly available information about foreign
issuers' financial condition and operations, particularly those not subject
to the disclosure and reporting requirements of the U.S. securities laws.
Foreign issuers are generally not bound by uniform accounting, auditing,
and financial reporting requirements and standards of practice comparable
to those applicable to U.S. issuers. Further, economies of particular
countries or areas of the world may differ favorably or unfavorably from
the economy of the United States.
Investing abroad also involves different political and economic risks.
Foreign investments may be affected by actions of foreign governments
adverse to the interests of U.S. investors, including the possibility of
expropriation or nationalization of assets, confiscatory taxation,
restrictions on U.S. investment or on the ability to repatriate assets or
convert currency into U.S. dollars, or other government intervention. There
may be a greater possibility of default by foreign governments or foreign
government-sponsored enterprises. Investments in foreign countries also
involve a risk of local political, economic, or social instability,
military action or unrest, or adverse diplomatic developments. There is no
assurance that FMR will be able to anticipate these potential events or
counter their effects. The considerations noted above generally are
intensified for investments in developing countries. Developing countries
may have relatively unstable governments, economies based on only a few
industries, and securities markets that trade a small number of securities.
Foreign markets may offer less protection to investors than U.S. markets.
It is anticipated that in most cases the best available market for foreign
securities will be on exchanges or in over-the-counter markets located
outside of the United States. Foreign stock markets, while growing in
volume and sophistication, are generally not as developed as those in the
United States, and securities of some foreign issuers (particularly those
located in developing countries) may be less liquid and more volatile than
securities of comparable U.S. issuers. Foreign security trading practices,
including those involving securities settlement where fund assets may be
released prior to receipt of payment, may expose the fund to increased risk
in the event of a failed trade or the insolvency of a foreign
broker-dealer, and may involve substantial delays. In addition, the costs
of foreign investing, including withholding taxes, brokerage commissions
and custodial costs, are generally higher than for U.S. investors. In
general, there is less overall governmental supervision and regulation of
securities exchanges, brokers, and listed companies than in the United
States. It may also be difficult to enforce legal rights in foreign
countries.
The fund may invest in foreign securities that impose restrictions on
transfer within the United States or to U.S. persons. Although securities
subject to such transfer restrictions may be marketable abroad, they may be
less liquid than foreign securities of the same class that are not subject
to such restrictions.
The fund may invest in American Depository Receipts and European Depository
Receipts (ADRs and EDRs), which are certificates evidencing ownership of
shares of a foreign-based issuer held in trust by a bank or similar
financial institution. Designed for use in the U.S. and European securities
markets, respectively, ADRs and EDRs are alternatives to the purchase of
the underlying securities in their national markets and currencies.
FOREIGN CURRENCY TRANSACTIONS. The fund may conduct foreign currency
transactions on a spot (i.e., cash) basis or by entering into forward
contracts to purchase or sell foreign currencies at a future date and
price. The fund will convert currency on a spot basis from time to time,
and investors should be aware of the costs of currency conversion. Although
foreign exchange dealers generally do not charge a fee for conversion, they
do realize a profit based on the difference between the prices at which
they are buying and selling various currencies. Thus, a dealer may offer to
sell a foreign currency to the fund at one rate, while offering a lesser
rate of exchange should the fund desire to resell that currency to the
dealer. Forward contracts are generally traded in an interbank market
conducted directly between currency traders (usually large commercial
banks) and their customers. The parties to a forward contract may agree to
offset or terminate the contract before its maturity, or may hold the
contract to maturity and complete the contemplated currency exchange.
The fund may use currency forward contracts for any purpose consistent with
its investment objective. The following discussion summarizes the principal
currency management strategies involving forward contracts that could be
used by the fund. The fund may also use swap agreements, indexed
securities, and options and futures contracts relating to foreign
currencies for the same purposes.
When the fund agrees to buy or sell a security denominated in a foreign
currency, it may desire to "lock in" the U.S. dollar price of the security.
By entering into a forward contract for the purchase or sale, for a fixed
amount of U.S. dollars, of the amount of foreign currency involved in the
underlying security transaction, the fund will be able to protect itself
against an adverse change in foreign currency values between the date the
security is purchased or sold and the date on which payment is made or
received. This technique is sometimes referred to as a "settlement hedge"
or "transaction hedge." The fund may also enter into forward contracts to
purchase or sell a foreign currency in anticipation of future purchases or
sales of securities denominated in foreign currency, even if the specific
investments have not yet been selected by FMR.
The fund may also use forward contracts to hedge against a decline in the
value of existing investments denominated in foreign currency. For example,
if the fund owned securities denominated in pounds sterling, it could enter
into a forward contract to sell pounds sterling in return for U.S. dollars
to hedge against possible declines in the pound's value. Such a hedge,
sometimes referred to as a "position hedge," would tend to offset both
positive and negative currency fluctuations, but would not offset changes
in security values caused by other factors. The fund could also hedge the
position by selling another currency expected to perform similarly to the
pound sterling - for example, by entering into a forward contract to sell
Deutschemarks or European Currency Units in return for U.S. dollars. This
type of hedge, sometimes referred to as a "proxy hedge," could offer
advantages in terms of cost, yield, or efficiency, but generally would not
hedge currency exposure as effectively as a simple hedge into U.S. dollars.
Proxy hedges may result in losses if the currency used to hedge does not
perform similarly to the currency in which the hedged securities are
denominated.
The fund may enter into forward contracts to shift its investment exposure
from one currency into another. This may include shifting exposure from
U.S. dollars to a foreign currency, or from one foreign currency to another
foreign currency. For example, if the fund held investments denominated in
Deutschemarks, the fund could enter into forward contracts to sell
Deutschemarks and purchase Swiss Francs. This type of strategy, sometimes
known as a "cross-hedge," will tend to reduce or eliminate exposure to the
currency that is sold, and increase exposure to the currency that is
purchased, much as if the fund had sold a security denominated in one
currency and purchased an equivalent security denominated in another.
Cross-hedges protect against losses resulting from a decline in the hedged
currency, but will cause the fund to assume the risk of fluctuations in the
value of the currency it purchases.
Under certain conditions, SEC guidelines require mutual funds to set aside
appropriate liquid assets in a segregated custodial account to cover
currency forward contracts. As required by SEC guidelines, the fund will
segregate assets to cover currency forward contracts, if any, whose purpose
is essentially speculative. The fund will not segregate assets to cover
forward contracts entered into for hedging purposes, including settlement
hedges, position hedges, and proxy hedges.
Successful use of currency management strategies will depend on FMR's skill
in analyzing and predicting currency values. Currency management strategies
may substantially change the fund's investment exposure to changes in
currency exchange rates, and could result in losses to the fund if
currencies do not perform as FMR anticipates. For example, if a currency's
value rose at a time when FMR had hedged the fund by selling that currency
in exchange for dollars, the fund would be unable to participate in the
currency's appreciation. If FMR hedges currency exposure through proxy
hedges, the fund could realize currency losses from the hedge and the
security position at the same time if the two currencies do not move in
tandem. Similarly, if FMR increases the fund's exposure to a foreign
currency, and that currency's value declines, the fund will realize a loss.
There is no assurance that FMR's use of currency management strategies will
be advantageous to the fund or that it will hedge at an appropriate time.
LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS. The fund has filed a
notice of eligibility for exclusion from the definition of the term
"commodity pool operator" with the Commodity Futures Trading Commission
(CFTC) and the National Futures Association, which regulate trading in the
futures markets. The fund intends to comply with Rule 4.5 under the
Commodity Exchange Act, which limits the extent to which the fund can
commit assets to initial margin deposits and option premiums.
In addition, the fund will not: (a) sell futures contracts, purchase put
options, or write call options if, as a result, more than 25% of the fund's
total assets would be hedged with futures and options under normal
conditions; (b) purchase futures contracts or write put options if, as a
result, the fund's total obligations upon settlement or exercise of
purchased futures contracts and written put options would exceed 25% of its
total assets; or (c) purchase call options if, as a result, the current
value of option premiums for call options purchased by the fund would
exceed 5% of the fund's total assets. These limitations do not apply to
options attached to or acquired or traded together with their underlying
securities, and do not apply to securities that incorporate features
similar to options.
The above limitations on the fund's investments in futures contracts and
options, and the fund's policies regarding futures contracts and options
discussed elsewhere in this Statement of Additional Information, may be
changed as regulatory agencies permit.
FUTURES CONTRACTS. When the fund purchases a futures contract, it agrees to
purchase a specified underlying instrument at a specified future date. When
the fund sells a futures contract, it agrees to sell the underlying
instrument at a specified future date. The price at which the purchase and
sale will take place is fixed when the fund enters into the contract. Some
currently available futures contracts are based on specific securities,
such as U.S. Treasury bonds or notes, and some are based on indices of
securities prices, such as the Bond Buyer Municipal Bond Index. Futures can
be held until their delivery dates, or can be closed out before then if a
liquid secondary market is available.
The value of a futures contract tends to increase and decrease in tandem
with the value of its underlying instrument. Therefore, purchasing futures
contracts will tend to increase the fund's exposure to positive and
negative price fluctuations in the underlying instrument, much as if it had
purchased the underlying instrument directly. When the fund sells a futures
contract, by contrast, the value of its futures position will tend to move
in a direction contrary to the market. Selling futures contracts,
therefore, will tend to offset both positive and negative market price
changes, much as if the underlying instrument had been sold.
FUTURES MARGIN PAYMENTS. The purchaser or seller of a futures contract is
not required to deliver or pay for the underlying instrument unless the
contract is held until the delivery date. However, both the purchaser and
seller are required to deposit "initial margin" with a futures broker,
known as a futures commission merchant (FCM), when the contract is entered
into. Initial margin deposits are typically equal to a percentage of the
contract's value. If the value of either party's position declines, that
party will be required to make additional "variation margin" payments to
settle the change in value on a daily basis. The party that has a gain may
be entitled to receive all or a portion of this amount. Initial and
variation margin payments do not constitute purchasing securities on margin
for purposes of the fund's investment limitations. In the event of the
bankruptcy of an FCM that holds margin on behalf of the fund, the fund may
be entitled to return of margin owed to it only in proportion to the amount
received by the FCM's other customers, potentially resulting in losses to
the fund.
PURCHASING PUT AND CALL OPTIONS. By purchasing a put option, the fund
obtains the right (but not the obligation) to sell the option's underlying
instrument at a fixed strike price. In return for this right, the fund pays
the current market price for the option (known as the option premium).
Options have various types of underlying instruments, including specific
securities, indices of securities prices, and futures contracts. The fund
may terminate its position in a put option it has purchased by allowing it
to expire or by exercising the option. If the option is allowed to expire,
the fund will lose the entire premium it paid. If the fund exercises the
option, it completes the sale of the underlying instrument at the strike
price. The fund may also terminate a put option position by closing it out
in the secondary market at its current price, if a liquid secondary market
exists.
The buyer of a typical put option can expect to realize a gain if security
prices fall substantially. However, if the underlying instrument's price
does not fall enough to offset the cost of purchasing the option, a put
buyer can expect to suffer a loss (limited to the amount of the premium
paid, plus related transaction costs).
The features of call options are essentially the same as those of put
options, except that the purchaser of a call option obtains the right to
purchase, rather than sell, the underlying instrument at the option's
strike price. A call buyer typically attempts to participate in potential
price increases of the underlying instrument with risk limited to the cost
of the option if security prices fall. At the same time, the buyer can
expect to suffer a loss if security prices do not rise sufficiently to
offset the cost of the option.
WRITING PUT AND CALL OPTIONS. When the fund writes a put option, it takes
the opposite side of the transaction from the option's purchaser. In return
for receipt of the premium, the fund assumes the obligation to pay the
strike price for the option's underlying instrument if the other party to
the option chooses to exercise it. When writing an option on a futures
contract, the fund will be required to make margin payments to an FCM as
described above for futures contracts. The fund may seek to terminate its
position in a put option it writes before exercise by closing out the
option in the secondary market at its current price. If the secondary
market is not liquid for a put option the fund has written, however, the
fund must continue to be prepared to pay the strike price while the option
is outstanding, regardless of price changes, and must continue to set aside
assets to cover its position.
If security prices rise, a put writer would generally expect to profit,
although its gain would be limited to the amount of the premium it
received. If security prices remain the same over time, it is likely that
the writer will also profit, because it should be able to close out the
option at a lower price. If security prices fall, the put writer would
expect to suffer a loss. This loss should be less than the loss from
purchasing the underlying instrument directly, however, because the premium
received for writing the option should mitigate the effects of the decline.
Writing a call option obligates the fund to sell or deliver the option's
underlying instrument, in return for the strike price, upon exercise of the
option. The characteristics of writing call options are similar to those of
writing put options, except that writing calls generally is a profitable
strategy if prices remain the same or fall. Through receipt of the option
premium, a call writer mitigates the effects of a price decline. At the
same time, because a call writer must be prepared to deliver the underlying
instrument in return for the strike price, even if its current value is
greater, a call writer gives up some ability to participate in security
price increases.
COMBINED POSITIONS. The fund may purchase and write options in combination
with each other, or in combination with futures or forward contracts, to
adjust the risk and return characteristics of the overall position. For
example, the fund may purchase a put option and write a call option on the
same underlying instrument, in order to construct a combined position whose
risk and return characteristics are similar to selling a futures contract.
Another possible combined position would involve writing a call option at
one strike price and buying a call option at a lower price, in order to
reduce the risk of the written call option in the event of a substantial
price increase. Because combined options positions involve multiple trades,
they result in higher transaction costs and may be more difficult to open
and close out.
CORRELATION OF PRICE CHANGES. Because there are a limited number of types
of exchange-traded options and futures contracts, it is likely that the
standardized contracts available will not match the fund's current or
anticipated investments exactly. The fund may invest in options and futures
contracts based on securities with different issuers, maturities, or other
characteristics from the securities in which it typically invests, which
involves a risk that the options or futures position will not track the
performance of the fund's other investments.
Options and futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments match the fund's
investments well. Options and futures prices are affected by such factors
as current and anticipated short-term interest rates, changes in volatility
of the underlying instrument, and the time remaining until expiration of
the contract, which may not affect security prices the same way. Imperfect
correlation may also result from differing levels of demand in the options
and futures markets and the securities markets, from structural differences
in how options and futures and securities are traded, or from imposition of
daily price fluctuation limits or trading halts. The fund may purchase or
sell options and futures contracts with a greater or lesser value than the
securities it wishes to hedge or intends to purchase in order to attempt to
compensate for differences in volatility between the contract and the
securities, although this may not be successful in all cases. If price
changes in the fund's options or futures positions are poorly correlated
with its other investments, the positions may fail to produce anticipated
gains or result in losses that are not offset by gains in other
investments.
LIQUIDITY OF OPTIONS AND FUTURES CONTRACTS. There is no assurance a liquid
secondary market will exist for any particular options or futures contract
at any particular time. Options may have relatively low trading volume and
liquidity if their strike prices are not close to the underlying
instrument's current price. In addition, exchanges may establish daily
price fluctuation limits for options and futures contracts, and may halt
trading if a contract's price moves upward or downward more than the limit
in a given day. On volatile trading days when the price fluctuation limit
is reached or a trading halt is imposed, it may be impossible for the fund
to enter into new positions or close out existing positions. If the
secondary market for a contract is not liquid because of price fluctuation
limits or otherwise, it could prevent prompt liquidation of unfavorable
positions, and potentially could require the fund to continue to hold a
position until delivery or expiration regardless of changes in its value.
As a result, the fund's access to other assets held to cover its options or
futures positions could also be impaired.
OTC OPTIONS. Unlike exchange-traded options, which are standardized with
respect to the underlying instrument, expiration date, contract size, and
strike price, the terms of over-the-counter (OTC) options (options not
traded on exchanges) generally are established through negotiation with the
other party to the option contract. While this type of arrangement allows
the fund greater flexibility to tailor an option to its needs, OTC options
generally involve greater credit risk than exchange-traded options, which
are guaranteed by the clearing organization of the exchanges where they are
traded.
OPTIONS AND FUTURES RELATING TO FOREIGN CURRENCIES. Currency futures
contracts are similar to forward currency exchange contracts, except that
they are traded on exchanges (and have margin requirements) and are
standardized as to contract size and delivery date. Most currency futures
contracts call for payment or delivery in U.S. dollars. The underlying
instrument of a currency option may be a foreign currency, which generally
is purchased or delivered in exchange for U.S. dollars, or may be a futures
contract. The purchaser of a currency call obtains the right to purchase
the underlying currency, and the purchaser of a currency put obtains the
right to sell the underlying currency.
The uses and risks of currency options and futures are similar to options
and futures relating to securities or indices, as discussed above. The fund
may purchase and sell currency futures and may purchase and write currency
options to increase or decrease its exposure to different foreign
currencies. The fund may also purchase and write currency options in
conjunction with each other or with currency futures or forward contracts.
Currency futures and options values can be expected to correlate with
exchange rates, but may not reflect other factors that affect the value of
the fund's investments. A currency hedge, for example, should protect a
Yen-denominated security from a decline in the Yen, but will not protect
the fund against a price decline resulting from deterioration in the
issuer's creditworthiness. Because the value of the fund's
foreign-denominated investments changes in response to many factors other
than exchange rates, it may not be possible to match the amount of currency
options and futures to the value of the fund's investments exactly over
time.
ASSET COVERAGE FOR FUTURES AND OPTIONS POSITIONS. The fund will comply with
guidelines established by the Securities and Exchange Commission with
respect to coverage of options and futures strategies by mutual funds, and
if the guidelines so require will set aside appropriate liquid assets in a
segregated custodial account in the amount prescribed. Securities held in a
segregated account cannot be sold while the futures or option strategy is
outstanding, unless they are replaced with other suitable assets. As a
result, there is a possibility that segregation of a large percentage of
the fund's assets could impede portfolio management or the fund's ability
to meet redemption requests or other current obligations.
FOREIGN REPURCHASE AGREEMENTS. Foreign repurchase agreements may include
agreements to purchase and sell foreign securities in exchange for fixed
U.S. dollar amounts, or in exchange for specified amounts of foreign
currency. Unlike typical U.S. repurchase agreements, foreign repurchase
agreements may not be fully collateralized at all times. The value of a
security purchased by a fund may be more or less than the price at which
the counterparty has agreed to repurchase the security. In the event of
default by the counterparty, the fund may suffer a loss if the value of the
security purchased is less than the agreed-upon repurchase price, or if the
fund is unable to successfully assert a claim to the collateral under
foreign laws. As a result, foreign repurchase agreements may involve higher
credit risks than repurchase agreements in U.S. markets, as well as risks
associated with currency fluctuations. In addition, as with other emerging
market investments, repurchase agreements with counterparties located in
emerging markets or relating to emerging markets may involve issuers or
counterparties with lower credit ratings than typical U.S. repurchase
agreements.
DELAYED-DELIVERY TRANSACTIONS. The fund may buy and sell securities on a
delayed-delivery or when-issued basis. These transactions involve a
commitment by the fund to purchase or sell specific securities at a
predetermined price or yield, with payment and delivery taking place after
the customary settlement period for that type of security (and more than
seven days in the future). Typically, no interest accrues to the purchaser
until the security is delivered. The fund may receive fees for entering
into delayed-delivery transactions.
When purchasing securities on a delayed-delivery basis, the fund assumes
the rights and risks of ownership, including the risk of price and yield
fluctuations. Because the fund is not required to pay for securities until
the delivery date, these risks are in addition to the risks associated with
the fund's other investments. If the fund remains substantially fully
invested at a time when delayed-delivery purchases are outstanding, the
delayed-delivery purchases may result in a form of leverage. When
delayed-delivery purchases are outstanding, the fund will set aside
appropriate liquid assets in a segregated custodial account to cover its
purchase obligations. When the fund has sold a security on a
delayed-delivery basis, the fund does not participate in further gains or
losses with respect to the security. If the other party to a
delayed-delivery transaction fails to deliver or pay for the securities,
the fund could miss a favorable price or yield opportunity, or could suffer
a loss.
The fund may renegotiate delayed-delivery transactions after they are
entered into, and may sell underlying securities before they are delivered,
which may result in capital gains or losses.
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed on
behalf of the fund by FMR pursuant to authority contained in the management
contract. FMR is also responsible for the placement of transaction orders
for other investment companies and accounts for which it or its affiliates
act as investment adviser. In selecting broker-dealers, subject to
applicable limitations of the federal securities laws, FMR considers
various relevant factors, including, but not limited to: the size and type
of the transaction; the nature and character of the markets for the
security to be purchased or sold; the execution efficiency, settlement
capability, and financial condition of the broker-dealer firm; the
broker-dealer's execution services rendered on a continuing basis; and the
reasonableness of any commissions. Commissions for foreign investments
traded on foreign exchanges generally will be higher than for U.S.
investments and may not be subject to negotiation.
The fund may execute portfolio transactions with broker-dealers who provide
research and execution services to the fund or other accounts over which
FMR or its affiliates exercise investment discretion. Such services may
include advice concerning the value of securities; the advisability of
investing in, purchasing, or selling securities; the availability of
securities or the purchasers or sellers of securities; furnishing analyses
and reports concerning issuers, industries, securities, economic factors
and trends, portfolio strategy, and performance of accounts; and effecting
securities transactions and performing functions incidental thereto (such
as clearance and settlement). The selection of such broker-dealers
generally is made by FMR (to the extent possible consistent with execution
considerations) based upon the quality of research and execution services
provided.
The receipt of research from broker-dealers that execute transactions on
behalf of the fund may be useful to FMR in rendering investment management
services to the fund or its other clients, and conversely, such research
provided by broker-dealers who have executed transaction orders on behalf
of other FMR clients may be useful to FMR in carrying out its obligations
to the fund. The receipt of such research has not reduced FMR's normal
independent research activities; however, it enables FMR to avoid the
additional expenses that could be incurred if FMR tried to develop
comparable information through its own efforts.
Subject to applicable limitations of the federal securities laws,
broker-dealers may receive commissions for agency transactions that are in
excess of the amount of commissions charged by other broker-dealers in
recognition of their research and execution services. In order to cause the
fund to pay such higher commissions, FMR must determine in good faith that
such commissions are reasonable in relation to the value of the brokerage
and research services provided by such executing broker-dealers, viewed in
terms of a particular transaction or FMR's overall responsibilities to the
fund and its other clients. In reaching this determination, FMR will not
attempt to place a specific dollar value on the brokerage and research
services provided, or to determine what portion of the compensation should
be related to those services.
FMR is authorized to use research services provided by and to place
portfolio transactions with brokerage firms that have provided assistance
in the distribution of shares of the fund or shares of other Fidelity funds
to the extent permitted by law. FMR may use research services provided by
and place agency transactions with Fidelity Brokerage Services, Inc. (FBSI)
and Fidelity Brokerage Services, Ltd. (FBSL), subsidiaries of FMR Corp., if
the commissions are fair, reasonable, and comparable to commissions charged
by non-affiliated, qualified brokerage firms for similar services.
Section 11(a) of the Securities Exchange Act of 1934 prohibits members of
national securities exchanges from executing exchange transactions for
accounts which they or their affiliates manage, unless certain requirements
are satisfied. Pursuant to such requirements, the Board of Trustees has
authorized FBSI to execute portfolio transactions on national securities
exchanges in accordance with approved procedures and applicable SEC rules.
The Trustees periodically review FMR's performance of its responsibilities
in connection with the placement of portfolio transactions on behalf of the
fund and review the commissions paid by the fund over representative
periods of time to determine if they are reasonable in relation to the
benefits to the fund.
For the fiscal periods ended January 31, 1995 and 1994, the fund's
portfolio turnover rates were 422% and 153%, respectively. Because a high
turnover rate increases transaction costs and may increase taxable gains,
FMR carefully weighs the anticipated benefits of short-term investing
against these consequences. An increased turnover rate is due to a greater
volume of shareholder purchase orders, short-term interest rate volatility,
and other special market conditions.
From time to time the Trustees will review whether the recapture for the
benefit of the fund of some portion of the brokerage commissions or similar
fees paid by the fund on portfolio transactions is legally permissible and
advisable. The fund seeks to recapture soliciting broker-dealer fees on the
tender of portfolio securities, but at present no other recapture
arrangements are in effect. The Trustees intend to continue to review
whether recapture opportunities are available and are legally permissible
and, if so, to determine in the exercise of their business judgment whether
it would be advisable for the fund to seek such recapture.
Although the Trustees and officers of the fund are substantially the same
as those of other funds managed by FMR, investment decisions for the fund
are made independently from those of other funds managed by FMR or accounts
managed by FMR affiliates. It sometimes happens that the same security is
held in the portfolio of more than one of these funds or accounts.
Simultaneous transactions are inevitable when several funds and accounts
are managed by the same investment adviser, particularly when the same
security is suitable for the investment objective of more than one fund or
account.
When two or more funds are simultaneously engaged in the purchase or sale
of the same security, the prices and amounts are allocated in accordance
with procedures believed to be appropriate and equitable for each fund. In
some cases this system could have a detrimental effect on the price or
value of the security as far as the fund is concerned. In other cases,
however, the ability of the fund to participate in volume transactions will
produce better executions and prices for the fund. It is the current
opinion of the Trustees that the desirability of retaining FMR as
investment adviser to the fund outweighs any disadvantages that may be said
to exist from exposure to simultaneous transactions.
VALUATION OF PORTFOLIO SECURITIES
The fund's net asset value per share is determined by FSC, under procedures
established by the Board of Trustees. Portfolio securities are valued
primarily on the basis of valuations furnished by a pricing service which
uses both dealer-supplied valuations and electronic data processing
techniques that take into account appropriate factors such as
institutional-size trading in similar groups of securities, yield, quality,
coupon rate, maturity, type of issue, trading characteristics, and other
market data, without exclusive reliance upon quoted prices or exchange or
over-the-counter prices, since such valuations are believed to reflect more
accurately the fair value of such securities. Use of the pricing service
has been approved by the Board of Trustees. There are a number of pricing
services available, and the Trustees, or officers acting on behalf of the
Trustees, on the basis of ongoing evaluation of these services, may use
other pricing services or discontinue the use of any pricing service in
whole or in part.
Securities not valued by the pricing service and for which quotations are
readily available are valued at market values determined on the basis of
their latest available bid prices as furnished by recognized dealers in
such securities. Futures contracts and options are valued on the basis of
market quotations, if available. Securities and other assets for which
quotations or pricing service valuations are not readily available are
valued at their fair value as determined in good faith under consistently
applied procedures under the general supervision of the Board of Trustees.
PERFORMANCE
The fund may quote performance in various ways. All performance information
supplied by the fund in advertising is historical and is not intended to
indicate future returns. The fund's share price, yield, and total return
fluctuate in response to market conditions and other factors, and the value
of fund shares when redeemed may be more or less than their original cost.
YIELD CALCULATIONS. Yields for the fund are computed by dividing the fund's
interest income for a given 30-day or one-month period, net of expenses, by
the average number of shares entitled to receive distributions during the
period, dividing this figure by the fund's net asset value (NAV) at the end
of the period, and annualizing the result (assuming compounding of income)
in order to arrive at an annual percentage rate. Income is calculated for
purposes of yield quotations in accordance with standardized methods
applicable to all stock and bond funds. In general, interest income is
reduced with respect to bonds trading at a premium over their par value by
subtracting a portion of the premium from income on a daily basis, and is
increased with respect to bonds trading at a discount by adding a portion
of the discount to daily income. For the fund's investments denominated in
foreign currencies, income and expenses are calculated first in their
respective currencies, and are then converted to U.S. dollars, either when
they are actually converted or at the end of the 30-day or one month
period, whichever is earlier. Capital gains and losses generally are
excluded from the calculation as are gains and losses from currency
exchange rate fluctuations.
Income calculated for the purposes of calculating the fund's yield differs
from income as determined for other accounting purposes. Because of the
different accounting methods used, and because of the compounding of income
assumed in yield calculations, the fund's yield may not equal its
distribution rate, the income paid to your account, or the income reported
in the fund's financial statements.
Yield information may be useful in reviewing the fund's performance and in
providing a basis for comparison with other investment alternatives.
However, the fund's yield fluctuates, unlike investments that pay a fixed
interest rate over a stated period of time. When comparing investment
alternatives, investors should also note the quality and maturity of the
portfolio securities of respective investment companies they have chosen to
consider.
Investors should recognize that in periods of declining interest rates the
fund's yield will tend to be somewhat higher than prevailing market rates,
and in periods of rising interest rates the fund's yield will tend to be
somewhat lower. Also, when interest rates are falling, the inflow of net
new money to the fund from the continuous sale of its shares will likely be
invested in instruments producing lower yields than the balance of the
fund's holdings, thereby reducing the fund's current yield. In periods of
rising interest rates, the opposite can be expected to occur.
TOTAL RETURN CALCULATIONS. Total returns quoted in advertising reflect all
aspects of the fund's return, including the effect of reinvesting dividends
and capital gain distributions, and any change in the fund's NAV over a
stated period. Average annual total returns are calculated by determining
the growth or decline in value of a hypothetical historical investment in
the fund over a stated period, and then calculating the annually compounded
percentage rate that would have produced the same result if the rate of
growth or decline in value had been constant over the period. For example,
a cumulative total return of 100% over ten years would produce an average
annual return of 7.18%, which is the steady annual rate of return that
would equal 100% growth on a compounded basis in ten years. While average
annual returns are a convenient means of comparing investment alternatives,
investors should realize that the fund's performance is not constant over
time, but changes from year to year, and that average annual returns
represent averaged figures as opposed to the actual year-to-year
performance of the fund.
In addition to average annual total returns, the fund may quote unaveraged
or cumulative total returns reflecting the simple change in value of an
investment over a stated period. Average annual and cumulative total
returns may be quoted as a percentage or as a dollar amount, and may be
calculated for a single investment, a series of investments, or a series of
redemptions, over any time period. Total returns may be broken down into
their components of income and capital (including capital gains and changes
in share price) in order to illustrate the relationship of these factors
and their contributions to total return. Total returns may be quoted on a
before-tax or after-tax basis. Total returns, yields, and other performance
information may be quoted numerically or in a table, graph, or similar
illustration, and may omit or include the effect of the $5.00 account
closeout fee.
NET ASSET VALUE. Charts and graphs using the fund's net asset values,
adjusted net asset values, and benchmark indices may be used to exhibit
performance. An adjusted NAV includes any distributions paid by the fund
and reflects all elements of its return. Unless otherwise indicated, the
fund's adjusted NAVs are not adjusted for sales charges, if any.
HISTORICAL FUND RESULTS. The following tables show the fund's yields and
total returns for periods ended January 31, 1995. Total return figures
include the effect of the $5.00 account closeout fee based on an average
size account.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Average Annual Total Returns Cumulative Total Returns

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
30-Day One Life of One Life of
Yield Year Fund* Year Fund*

Spartan Long-Term Government Bond 7.16% -12.45% 9.21% -12.45% 46.65%

</TABLE>

* From September 28, 1990 (commencement of operations).
The following table shows the income and capital elements of the fund's
cumulative total return. The table compares the fund's return to the record
of the Standard & Poor's Composite Index of 500 Stocks (S&P 500(registered
trademark)), the Dow Jones Industrial Average (DJIA), and the cost of
living (measured by the Consumer Price Index, or CPI) over the same period.
The CPI information is as of the month end closest to the initial
investment date for each fund. The S&P 500 and DJIA comparisons are
provided to show how the fund's total return compared to the record of a
broad average of common stocks and a narrower set of stocks of major
industrial companies, respectively, over the same period. Of course, since
the fund invests in fixed-income securities, common stocks represent a
different type of investment from the fund. Common stocks generally offer
greater growth potential than the fund, but generally experience greater
price volatility, which means greater potential for loss. In addition,
common stocks generally provide lower income than a fixed-income investment
such as the fund. Figures for the S&P 500 and DJIA are based on the prices
of unmanaged groups of stocks and, unlike the fund's returns, do not
include the effect of paying brokerage commissions or other costs of
investing.
During the period from September 28, 1990 (commencement of operations) to
January 31, 1995, a hypothetical $10,000 investment in Spartan Long-Term
Government Bond would have grown to $14,668, assuming all distributions
were reinvested. This was a period of fluctuating interest rates and bond
prices and the figures below should not be considered representative of the
dividend income or capital gain or loss that could be realized from an
investment in the fund today.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Spartan Long-Term Government Bond Fund INDICES

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Year Ended Value of Value of Value of Total S&P 500 DJIA Cost of
January 31 Initial Reinvested Reinvested Value Living**
$10,000 Dividend Capital Gain
Investment Distributions Distributions

1995 $ 10,530 $ 3,195 $ 943 $ 14,668 $ 17,811 $ 18,044 $ 11,326

1994 $ 12,740 $ 3,034 $ 979 $ 16,751 $ 17,718 $ 18,171 $ 11,017

1993 $ 12,130 $ 1,912 $ 301 $ 14,343 $ 15,697 $ 14,699 $ 10,746

1992 $ 11,600 $ 903 $ 85 $ 12,588 $ 14,192 $ 13,897 $ 10,407

1991* $ 11,040 $ 101 $ 0 $ 11,141 $ 11,566 $ 11,421 $ 10,143

</TABLE>

* From September 28, 1990 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 made on September
28, 1990, the net amount invested in fund shares was $10,000. The cost of
the initial investment ($10,000), together with the aggregate cost of
reinvested dividends and capital gain distributions for the period covered
(their cash value at the time they were reinvested), amounted to $14,594.
If distributions had not been reinvested, the amount of distributions
earned from the fund over time would have been smaller, and cash payments
for the period would have amounted to $3,040 for dividends and $890 for
capital gains distributions. Tax consequences of different investments have
not been factored into the above figures. The figures in the table do not
reflect the effect of the fund's $5.00 account closeout fee.
The fund's performance may be compared to the performance of other mutual
funds in general, or to the performance of particular types of mutual
funds. These comparisons may be expressed as mutual fund rankings prepared
by Lipper Analytical Services, Inc. (Lipper), an independent service
located in Summit, New Jersey that monitors the performance of mutual
funds. Lipper generally ranks funds on the basis of total return, assuming
reinvestment of distributions, but does not take sales charges or
redemption fees into consideration, and is prepared without regard to tax
consequences. Lipper may also rank funds based on yield. In addition to the
mutual fund rankings, the fund's performance may be compared to stock,
bond, and money market mutual fund performance indices prepared by Lipper
or other organizations. When comparing these indices, it is important to
remember the risk and return characteristics of each type of investment.
For example, while stock mutual funds may offer higher potential returns,
they also carry the highest degree of share price volatility. Likewise,
money market funds may offer greater stability of principal, but generally
do not offer the higher potential returns from stock mutual funds.
From time to time, the fund's performance may also be compared to other
mutual funds tracked by financial or business publications and periodicals.
For example, the fund may quote Morningstar, Inc. in its advertising
materials. Morningstar, Inc. of Chicago, Illinois is a mutual fund rating
service that rates mutual funds on the basis of risk-adjusted performance.
Rankings that compare the performance of Fidelity funds to one another in
appropriate categories over specific periods of time may also be quoted in
advertising.
The fund may be compared in advertising to Certificates of Deposit (CDs) or
other investments issued by banks or other depository institutions. Mutual
funds differ from bank investments in several respects. For example, the
fund may offer greater liquidity or higher potential returns than CDs, the
fund does not guarantee your principal or your return, and fund shares are
not FDIC insured.
Fidelity may provide information designed to help individuals understand
their investment goals and explore various financial strategies. Such
information may include information about current economic, market, and
political conditions; materials that describe general principles of
investing, such as asset allocation, diversification, risk tolerance, and
goal setting; questionnaires designed to help create a personal financial
profile; worksheets used to project savings needs based on assumed rates of
inflation and hypothetical rates of return; and action plans offering
investment alternatives. Materials may also include discussions of
Fidelity's asset allocation funds and other Fidelity funds, products, and
services.
Ibbotson Associates of Chicago, Illinois (Ibbotson) provides historical
returns of the capital markets in the United States, including common
stocks, small capitalization stocks, long-term corporate bonds,
intermediate-term government bonds, long-term government bonds, Treasury
bills, the U.S. rate of inflation (based on the CPI), and combinations of
various capital markets. The performance of these capital markets is based
on the returns of different indices.
Fidelity funds may use the performance of these capital markets in order to
demonstrate general risk-versus-reward investment scenarios. Performance
comparisons may also include the value of a hypothetical investment in any
of these capital markets. The risks associated with the security types in
any capital market may or may not correspond directly to those of the
funds. Ibbotson calculates total returns in the same method as the funds.
The funds may also compare performance to that of other compilations or
indices that may be developed and made available in the future.
The fund may compare its performance or the performance of securities in
which it may invest to averages published by IBC USA (Publications), Inc.
of Ashland, Massachusetts. These averages assume reinvestment of
distributions. The Bond Fund Report AverageS(trademark)/Government, which
is reported in the BOND FUND REPORT(registered trademark), covers over 350
government bond funds. When evaluating comparisons to money market funds,
investors should consider the relevant differences in investment objectives
and policies. Specifically, money market funds invest in short-term,
high-quality instruments and seek to maintain a stable $1.00 share price.
The fund, however, invests in longer-term instruments and its share price
changes daily in response to a variety of factors.
In advertising materials, Fidelity may reference or discuss its products
and services, which may include: other Fidelity funds; retirement
investing; brokerage products and services; the effects of periodic
investment plans and dollar cost averaging; saving for college or other
goals; charitable giving; and the Fidelity credit card. In addition,
Fidelity may quote or reprint financial or business publications and
periodicals, including model portfolios or allocations, as they relate to
current economic and political conditions, fund management, portfolio
composition, investment philosophy, investment techniques, the desirability
of owning a particular mutual fund, and Fidelity services and products.
Fidelity may also reprint, and use as advertising and sales literature,
articles from Fidelity Focus, a quarterly magazine provided free of charge
to Fidelity fund shareholders.
The fund may present its fund number, Quotron(trademark) number, and CUSIP
number, and discuss or quote its current portfolio manager.
VOLATILITY. The fund may quote various measures of volatility and benchmark
correlation in advertising. In addition, the fund may compare these
measures to those of other funds. Measures of volatility seek to compare
the fund's historical share price fluctuations or total returns to those of
a benchmark. Measures of benchmark correlation indicate how valid a
comparative benchmark may be. All measures of volatility and correlation
are calculated using averages of historical data. In advertising, the fund
may also discuss or illustrate examples of interest rate sensitivity.
MOMENTUM INDICATORS indicate the fund's price movements over specific
periods of time. Each point on the momentum indicator represents the fund's
percentage change in price movements over that period.
The fund may advertise examples of the effects of periodic investment
plans, including the principle of dollar cost averaging. In such a program,
an investor invests a fixed dollar amount in a fund at periodic intervals,
thereby purchasing fewer shares when prices are high and more shares when
prices are low. While such a strategy does not assure a profit or guard
against loss in a declining market, the investor's average cost per share
can be lower than if fixed numbers of shares are purchased at the same
intervals. In evaluating such a plan, investors should consider their
ability to continue purchasing shares during periods of low price levels.
The fund may be available for purchase through retirement plans or other
programs offering deferral of, or exemption from, income taxes, which may
produce superior after-tax returns over time. For example, a $1,000
investment earning a taxable return of 10% annually would have an after-tax
value of $1,949 after ten years, assuming tax was deducted from the return
each year at a 31% rate. An equivalent tax-deferred investment would have
an after-tax value of $2,100 after ten years, assuming tax was deducted at
a 31% rate from the tax-deferred earnings at the end of the ten-year
period.
As of January 31, 1995, FMR advised over $25 billion in tax-free fund
assets, $65 billion in money market fund assets, $165 billion in equity
fund assets, $35 billion in international fund assets, and $20 billion in
Spartan fund assets. The fund may reference the growth and variety of money
market mutual funds and the adviser's innovation and participation in the
industry. The equity funds under management figure represents the largest
amount of equity fund assets under management by a mutual fund investment
adviser in the United States, making FMR America's leading equity (stock)
fund manager. FMR, its subsidiaries, and affiliates maintain a worldwide
information and communications network for the purpose of researching and
managing investments abroad.
In addition to performance rankings, each fund may compare its total
expense ratio to the average total expense ratio of similar funds tracked
by Lipper. A fund's total expense ratio is a significant factor in
comparing bond and money market investments because of its effect on yield.
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
The fund is open for business and its net asset value per share (NAV) is
calculated each day the New York Stock Exchange (NYSE) is open for trading.
The NYSE has designated the following holiday closings for 1995: New Year's
Day (observed), Presidents' Day (observed), Good Friday, Memorial Day
(observed), Independence Day, Labor Day, Thanksgiving Day, and Christmas
Day. Although FMR expects the same holiday schedule to be observed in the
future, the NYSE may modify its holiday schedule at any time.
FSC normally determines the fund's NAV as of the close of the NYSE
(normally 4:00 p.m. Eastern time). However, NAV may be calculated earlier
if trading on the NYSE is restricted or as permitted by the Securities and
Exchange Commission (SEC). To the extent that portfolio securities are
traded in other markets on days when the NYSE is closed, the fund's NAV may
be affected on days when investors do not have access to the fund to
purchase or redeem shares. In addition, trading in some of the fund's
portfolio securities may not occur on days when the fund is open for
business.
If the Trustees determine that existing conditions make cash payments
undesirable, redemption payments may be made in whole or in part in
securities or other property, valued for this purpose as they are valued in
computing the fund's NAV. Shareholders receiving securities or other
property on redemption may realize a gain or loss for tax purposes, and
will incur any costs of sale, as well as the associated inconveniences.
Pursuant to Rule 11a-3 under the Investment Company Act of 1940 (the 1940
Act), the fund is required to give shareholders at least 60 days' notice
prior to terminating or modifying its exchange privilege. Under the Rule,
the 60-day notification requirement may be waived if (i) the only effect of
a modification would be to reduce or eliminate an administrative fee,
redemption fee, or deferred sales charge ordinarily payable at the time of
an exchange, or (ii) the fund suspends the redemption of the shares to be
exchanged as permitted under the 1940 Act or the rules and regulations
thereunder, or the fund to be acquired suspends the sale of its shares
because it is unable to invest amounts effectively in accordance with its
investment objective and policies.
In the Prospectus, the fund has notified shareholders that it reserves the
right at any time, without prior notice, to refuse exchange purchases by
any person or group if, in FMR's judgment, the fund would be unable to
invest effectively in accordance with its investment objective and
policies, or would otherwise potentially be adversely affected.
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS. If you request to have distributions mailed to you and the
U.S. Postal Service cannot deliver your checks, or if your checks remain
uncashed for six months, Fidelity may reinvest your distributions at the
then-current NAV. All subsequent distributions will then be reinvested
until you provide Fidelity with alternate instructions.
DIVIDENDS. Because the fund's income is primarily derived from interest,
dividends from the fund generally will not qualify for the
dividends-received deduction available to corporate shareholders.
Short-term capital gains are distributed as dividend income, but do not
qualify for the dividends-received deduction. A portion of the fund's
dividends derived from certain U.S. government obligations may be exempt
from state and local taxation. Gains (losses) attributable to foreign
currency fluctuations are generally taxable as ordinary income, and
therefore will increase (decrease) dividend distributions. The fund will
send each shareholder a notice in January describing the tax status of
dividend and capital gain distributions for the prior year.
CAPITAL GAIN DISTRIBUTIONS. Long-term capital gains earned by the fund on
the sale of securities and distributed to shareholders are federally
taxable as long-term capital gains, regardless of the length of time
shareholders have held their shares. If a shareholder receives a long-term
capital gain distribution on shares of the fund, and such shares are held
six months or less and are sold at a loss, the portion of the loss equal to
the amount of the long-term capital gain distribution will be considered a
long-term loss for tax purposes. Short-term capital gains distributed by
the fund are taxable to shareholders as dividends, not as capital gains.
As of January 31, 1995, the fund had a capital loss carryforward
aggregating approximately $3,935,000. This loss carryforward, all of which
will expire on January 31, 2003, is available to offset future capital
gains.
STATE AND LOCAL TAXES. For mutual funds organized as business trusts, state
law provides for a pass-through of the sate and local income tax exemption
afforded to direct owners of U.S. government securities. Some states limit
this pass through to mutual funds that invest a certain amount in U.S.
government securities, and some types of securities, such as repurchase
agreements and some agency backed securities, may not qualify for this
pass-through benefit. The tax treatment of your dividend distributions from
the fund will be the same as if you directly owned your proportionate share
of the U.S. government securities in the fund's portfolio. Because the
income earned on most U.S. government securities in which the fund invests
is exempt from state and local income taxes, the portion of your dividends
from the fund attributable to these securities will also be free from
income taxes. The exemption from state and local income taxation does not
preclude states from assessing other taxes on the ownership of U.S.
government securities. In a number of states, corporate franchise (income)
tax laws do not exempt interest earned on U.S. government securities
whether such securities are held directly or through a fund.
FOREIGN TAXES. Foreign governments may withhold taxes on dividends and
interest paid with respect to foreign securities. Foreign governments may
also impose taxes on other payments or gains with respect to foreign
securities. If, at the close of its fiscal year, more than 50% of the
fund's total assets are invested in securities of foreign issuers, the fund
may elect to pass through foreign taxes paid and thereby allow shareholders
to take a credit or deduction on their individual tax returns.
TAX STATUS OF THE FUND. The fund intends to qualify each year as a
"regulated investment company" for tax purposes so that it will not be
liable for federal tax on income and capital gains distributed to
shareholders. In order to qualify as a regulated investment company and
avoid being subject to federal income or excise taxes at the fund level,
the fund intends to distribute substantially all of its net investment
income and net realized capital gains within each calendar year as well as
on a fiscal year basis. The fund intends to comply with other tax rules
applicable to regulated investment companies, including a requirement that
capital gains from the sale of securities held less than three months
constitute less than 30% of the fund's gross income for each fiscal year.
Gains from some forward currency contracts, futures contracts, and options
are included in this 30% calculation, which may limit the fund's
investments in such instruments.
If the fund purchases shares in certain foreign investment entities,
defined as passive foreign investment companies (PFICs) in the Internal
Revenue Code, it may be subject to U.S. federal income tax on a portion of
any excess distribution or gain from the disposition of such shares.
Interest charges may also be imposed on the fund with respect to deferred
taxes arising from such distributions or gains. Generally, the fund will
elect to mark-to-market any PFIC shares. Unrealized gains will be
recognized as income for tax purposes and must be distributed to
shareholders as dividends.
The fund is treated as a separate entity from the other funds of Fidelity
Devonshire Trust for tax purposes.
OTHER TAX INFORMATION. The information above is only a summary of some of
the tax consequences generally affecting the fund and its shareholders, and
no attempt has been made to discuss individual tax consequences. In
addition to federal income taxes, shareholders may be subject to state and
local taxes on fund distributions, and shares may be subject to state and
local personal property taxes. Investors should consult their tax advisers
to determine whether the fund is suitable to their particular tax
situation.
FMR
All of the stock of FMR is owned by FMR Corp., its parent company organized
in 1972. Through ownership of voting common stock and the execution of a
shareholders' voting agreement, Edward C. Johnson 3d, Johnson family
members, and various trusts for the benefit of the Johnson family form a
controlling group with respect to FMR Corp.
At present, the principal operating activities of FMR Corp. are those
conducted by three of its divisions as follows: FSC, which is the transfer
and shareholder servicing agent for certain of the funds advised by FMR;
Fidelity Investments Institutional Operations Company, which performs
shareholder servicing functions for institutional customers and funds sold
through intermediaries; and Fidelity Investments Retail Marketing Company,
which provides marketing services to various companies within the Fidelity
organization.
Fidelity investment personnel may invest in securities for their own
account pursuant to a code of ethics that sets forth all employees'
fiduciary responsibilities regarding the funds, establishes procedures for
personal investing and restricts certain transactions. For example, all
personal trades in most securities require pre-clearance, and participation
in initial public offerings is prohibited. In addition, restrictions on the
timing of personal investing in relation to trades by Fidelity funds and on
short-term trading have been adopted.
TRUSTEES AND OFFICERS
The Trustees and executive officers of the trust are listed below. Except
as indicated, each individual has held the office shown or other offices in
the same company for the last five years. All persons named as Trustees
also serve in similar capacities for other funds advised by FMR. Unless
otherwise noted, the business address of each Trustee and officer is 82
Devonshire Street, Boston, Massachusetts 02109, which is also the address
of FMR. Those Trustees who are "interested persons" (as defined in the
Investment Company Act of 1940) by virtue of their affiliation with either
the trust or FMR are indicated by an asterisk (*).
*EDWARD C. JOHNSON 3d, Trustee and President, is Chairman, Chief Executive
Officer and a Director of FMR Corp.; a Director and Chairman of the Board
and of the Executive Committee of FMR; Chairman and a Director of FMR Texas
Inc. (1989), Fidelity Management & Research (U.K.) Inc., and Fidelity
Management & Research (Far East) Inc.
*J. GARY BURKHEAD, Trustee and Senior Vice President, is President of FMR;
and President and a Director of FMR Texas Inc. (1989), Fidelity Management
& Research (U.K.) Inc., and Fidelity Management & Research (Far East) Inc.
RALPH F. COX, 200 Rivercrest Drive, Fort Worth, TX, Trustee (1991), is a
consultant to Western Mining Corporation (1994). Prior to February 1994, he
was President of Greenhill Petroleum Corporation (petroleum exploration and
production, 1990). Until March 1990, Mr. Cox was President and Chief
Operating Officer of Union Pacific Resources Company (exploration and
production). He is a Director of Sanifill Corporation (non-hazardous waste,
1993) and CH2M Hill Companies (engineering). In addition, he served on the
Board of Directors of the Norton Company (manufacturer of industrial
devices, 1983-1990) and continues to serve on the Board of Directors of the
Texas State Chamber of Commerce, and is a member of advisory boards of
Texas A&M University and the University of Texas at Austin.
PHYLLIS BURKE DAVIS, P.O. Box 264, Bridgehampton, NY, Trustee (1992). Prior
to her retirement in September 1991, Mrs. Davis was the Senior Vice
President of Corporate Affairs of Avon Products, Inc. She is currently a
Director of BellSouth Corporation (telecommunications), Eaton Corporation
(manufacturing, 1991), and the TJX Companies, Inc. (retail stores, 1990),
and previously served as a Director of Hallmark Cards, Inc. (1985-1991) and
Nabisco Brands, Inc. In addition, she is a member of the President's
Advisory Council of The University of Vermont School of Business
Administration.
RICHARD J. FLYNN, 77 Fiske Hill, Sturbridge, MA, Trustee, is a financial
consultant. Prior to September 1986, Mr. Flynn was Vice Chairman and a
Director of the Norton Company (manufacturer of industrial devices). He is
currently a Trustee of College of the Holy Cross and Old Sturbridge
Village, Inc.
E. BRADLEY JONES, 3881-2 Lander Road, Chagrin Falls, OH, Trustee (1990).
Prior to his retirement in 1984, Mr. Jones was Chairman and Chief Executive
Officer of LTV Steel Company. Prior to May 1990, he was Director of
National City Corporation (a bank holding company) and National City Bank
of Cleveland. He is a Director of TRW Inc. (original equipment and
replacement products), Cleveland-Cliffs Inc (mining), NACCO Industries,
Inc. (mining and marketing), Consolidated Rail Corporation, Birmingham
Steel Corporation, Hyster-Yale Materials Handling, Inc. (1989), and RPM,
Inc. (manufacturer of chemical products, 1990). In addition, he serves as a
Trustee of First Union Real Estate Investments, a Trustee and member of the
Executive Committee of the Cleveland Clinic Foundation, a Trustee and
member of the Executive Committee of University School (Cleveland), and a
Trustee of Cleveland Clinic Florida.
DONALD J. KIRK, One Harborside, 680 Steamboat Road, Greenwich, CT, Trustee,
is Executive-in-Residence (1995) at Columbia University Graduate School of
Business and a financial consultant. From 1987 to January 1995, Mr. Kirk
was a Professor at Columbia University Graduate School of Business. Prior
to 1987, he was Chairman of the Financial Accounting Standards Board. Mr.
Kirk is a Director of General Re Corporation (reinsurance) and Valuation
Research Corp. (appraisals and valuations, 1993). In addition, he serves as
Vice Chairman of the Board of Directors of the National Arts Stabilization
Fund, Vice Chairman of the Board of Trustees of the Greenwich Hospital
Association, and as a Member of the Public Oversight Board of the American
Institute of Certified Public Accountants' SEC Practice Section (1995).
*PETER S. LYNCH, Trustee (1990) is Vice Chairman of FMR (1992). Prior to
his retirement on May 31, 1990, he was a Director of FMR (1989) and
Executive Vice President of FMR (a position he held until March 31, 1991);
Vice President of Fidelity Magellan Fund and FMR Growth Group Leader; and
Managing Director of FMR Corp. Mr. Lynch was also Vice President of
Fidelity Investments Corporate Services (1991-1992). He is a Director of
W.R. Grace & Co. (chemicals, 1989) and Morrison Knudsen Corporation
(engineering and construction). In addition, he serves as a Trustee of
Boston College, Massachusetts Eye & Ear Infirmary, Historic Deerfield
(1989) and Society for the Preservation of New England Antiquities, and as
an Overseer of the Museum of Fine Arts of Boston (1990).
GERALD C. McDONOUGH, 135 Aspenwood Drive, Cleveland, OH, Trustee (1989), is
Chairman of G.M. Management Group (strategic advisory services). Prior to
his retirement in July 1988, he was Chairman and Chief Executive Officer of
Leaseway Transportation Corp. (physical distribution services). Mr.
McDonough is a Director of ACME-Cleveland Corp. (metal working,
telecommunications and electronic products), Brush-Wellman Inc. (metal
refining), York International Corp. (air conditioning and refrigeration,
1989), Commercial Intertech Corp. (water treatment equipment, 1992), and
Associated Estates Realty Corporation (a real estate investment trust,
1993).
EDWARD H. MALONE, 5601 Turtle Bay Drive #2104, Naples, FL, Trustee. Prior
to his retirement in 1985, Mr. Malone was Chairman, General Electric
Investment Corporation and a Vice President of General Electric Company. He
is a Director of Allegheny Power Systems, Inc. (electric utility), General
Re Corporation (reinsurance) and Mattel Inc. (toy manufacturer). In
addition, he serves as a Trustee of Corporate Property Investors, the EPS
Foundation at Trinity College, the Naples Philharmonic Center for the Arts,
and Rensselaer Polytechnic Institute, and he is a member of the Advisory
Boards of Butler Capital Corporation Funds and Warburg, Pincus Partnership
Funds.
MARVIN L. MANN, 55 Railroad Avenue, Greenwich, CT, Trustee (1993) is
Chairman of the Board, President, and Chief Executive Officer of Lexmark
International, Inc. (office machines, 1991). Prior to 1991, he held the
positions of Vice President of International Business Machines Corporation
("IBM") and President and General Manager of various IBM divisions and
subsidiaries. Mr. Mann is a Director of M.A. Hanna Company (chemicals,
1993) and Infomart (marketing services, 1991), a Trammell Crow Co. In
addition, he serves as the Campaign Vice Chairman of the Tri-State United
Way (1993) and is a member of the University of Alabama President's Cabinet
(1990).
THOMAS R. WILLIAMS, 21st Floor, 191 Peachtree Street, N.E., Atlanta, GA,
Trustee, is President of The Wales Group, Inc. (management and financial
advisory services). Prior to retiring in 1987, Mr. Williams served as
Chairman of the Board of First Wachovia Corporation (bank holding company),
and Chairman and Chief Executive Officer of The First National Bank of
Atlanta and First Atlanta Corporation (bank holding company). He is
currently a Director of BellSouth Corporation (telecommunications),
ConAgra, Inc. (agricultural products), Fisher Business Systems, Inc.
(computer software), Georgia Power Company (electric utility), Gerber Alley
& Associates, Inc. (computer software), National Life Insurance Company of
Vermont, American Software, Inc. (1989), and AppleSouth, Inc. (restaurants,
1992).
CURTIS HOLLINGSWORTH, is manager and vice president of Spartan Long-Term
Government Bond, which he has managed since October 1993. Mr. Hollingsworth
also manages Fidelity Short-Intermediate Government, Institutional
Short-Intermediate Government, Spartan Limited Maturity Government, and
Spartan Short-Intermediate Government. Previously, he managed Government
Securities and Advisor Government Investment. Mr. Hollingsworth joined
Fidelity in 1983.
ARTHUR S. LORING, Secretary, is Senior Vice President (1993) and General
Counsel of FMR, Vice President - Legal of FMR Corp., and Vice President and
Clerk of FDC.
STEPHEN P. JONAS, Treasurer (1995), is Treasurer and Vice President of FMR
(1993). Mr. Jonas is also Treasurer of FMR Texas Inc. (1994), Fidelity
Management & Research (U.K.) Inc. (1994), and Fidelity Management &
Research (Far East) Inc. (1994). Prior to becoming Treasurer of FMR, Mr.
Jonas was Senior Vice President, Finance - Fidelity Brokerage Services,
Inc. (1991-1992) and Senior Vice President, Strategic Business Systems -
Fidelity Investments Retail Marketing Company (1989-1991).
JOHN H. COSTELLO, Assistant Treasurer, is an employee of FMR.
LEONARD M. RUSH, Assistant Treasurer (1994), is an employee of FMR (1994).
Prior to becoming Assistant Treasurer of the Fidelity Funds, Mr. Rush was
Chief Compliance Officer of FMR Corp. (1993-1994); Chief Financial Officer
of Fidelity Brokerage Services, Inc. (1990-1993); and Vice President,
Assistant Controller, and Director of the Accounting Department - First
Boston Corp. (1986-1990).
The following table sets forth information describing the compensation of
each current non-interested trustee of the fund for his or her services as
trustee for the fiscal year ended January 31, 1995. Interested trustees and
officers are compensated by FMR.
COMPENSATION TABLE

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Aggregate Pension or Estimated Annual Total
Compensation Retirement Benefits Upon Compensation
from Benefits Accrued Retirement from from the Fund
the Fund as Part of the Fund Complex*
Fund Expenses Complex*
from the
Fund Complex*

Ralph F. Cox $ 31 $ 5,200 $ 52,000 $ 125,000

Phyllis Burke Davis 30 5,200 52,000 122,000

Richard J. Flynn 38 0 52,000 154,500

E. Bradley Jones 31 5,200 49,400 123,500

Donald J. Kirk 31 5,200 52,000 125,000

Gerald C. McDonough 31 5,200 52,000 125,000

Edward H. Malone 32 5,200 44,200 128,000

Marvin L. Mann 31 5,200 52,000 125,000

Thomas R. Williams 31 5,200 52,000 126,500

</TABLE>

* Information is as of December 31, 1994 for all 206 funds in the complex.
Under a retirement program adopted in July 1988, the non-interested
Trustees, upon reaching age 72, become eligible to participate in a
retirement program under which they receive payments during their lifetime
from a fund based on their basic trustee fees and length of service. The
obligation of a fund to make such payments are not secured or funded.
Trustees become eligible if, at the time of retirement, they have served on
the Board for at least five years. Currently, Messrs. Ralph S. Saul,
William R. Spaulding, Bertram H. Witham, and David L. Yunich, all former
non-interested Trustees, receive retirement benefits under the program
As of January 31, 1995, the Trustees and officers of the fund owned, in the
aggregate, less than 1% of the fund's total outstanding shares.
MANAGEMENT CONTRACT
The fund employs FMR to furnish investment advisory and other services.
Under its management contract with the fund, FMR acts as investment adviser
and, subject to the supervision of the Board of Trustees, directs the
investments of the fund in accordance with its investment objective,
policies, and limitations. FMR also provides the fund with all necessary
office facilities and personnel for servicing the fund's investments, and
compensates all officers of the fund and all Trustees who are "interested
persons" of the trust or of FMR, and all personnel of the fund or FMR
performing services relating to research, statistical, and investment
activities.
In addition, FMR or its affiliates, subject to the supervision of the Board
of Trustees, provide the management and administrative services necessary
for the operation of the fund. These services include providing facilities
for maintaining the fund's organization; supervising relations with
custodians, transfer and pricing agents, accountants, underwriters, and
other persons dealing with the fund; preparing all general shareholder
communications and conducting shareholder relations; maintaining the fund's
records and the registration of the fund's shares under federal and state
law; developing management and shareholder services for the fund; and
furnishing reports, evaluations, and analyses on a variety of subjects to
the Trustees.
FMR is responsible for the payment of all expenses of the fund with certain
exceptions. Specific expenses payable by FMR include, without limitation,
expenses for the typesetting, printing, and mailing of proxy materials to
shareholders; legal expenses, and the fees of the custodian, auditor and
non-interested Trustees; costs of typesetting, printing, and mailing
prospectuses and statements of additional information, notices and reports
to shareholders; and the fund's proportionate share of insurance premiums
and Investment Company Institute dues. FMR also provides for transfer agent
and dividend disbursing service and portfolio and general accounting record
maintenance through FSC.
FMR pays all other expenses of the fund with the following exceptions: fees
and expenses of all Trustees of the trust who are not "interested persons"
of the trust or FMR (the non-interested Trustees); interest on borrowings;
taxes; brokerage commissions (if any); and such nonrecurring expenses as
may arise, including costs of any litigation to which the fund may be a
party, and any obligation it may have to indemnify the officers and
Trustees with respect to litigation.
FMR is the fund's manager pursuant to a management contract dated July 19,
1990, which was approved by shareholders on September 18, 1991. The
management fee paid to FMR is reduced by an amount equal to the fees and
expenses of the non-interested Trustees.
For the services of FMR under the contract, the fund pays FMR a monthly
management fee at the annual rate of .65% of the average net assets of the
fund throughout the month. For the fiscal years ended January 31, 1995,
1994, and 1993, FMR received $409,492, $557,381, and $507,937,
respectively, after reduction of fees and expenses of the non-interested
Trustees.
FMR may, from time to time, voluntarily reimburse all or a portion of the
fund's operating expenses (exclusive of interest, taxes, brokerage
commissions, and extraordinary expenses). FMR retains the ability to be
repaid for these expense reimbursements in the amount that expenses fall
below the limit prior to the end of the fiscal year. Expense reimbursements
by FMR will increase the fund's total returns and yield and repayment of
the reimbursement by the fund will lower its total returns and yield.
To defray shareholder service costs, FMR or its affiliates also collect the
fund's $5.00 exchange fee, $5.00 account closeout fee, and $5.00 fee for
wire purchases and redemptions, and $2.00 checkwriting charge. Shareholder
transaction fees and charges collected by FMR are indicated in the table
below.
Years Ended Exchange Account Wire Checkwriting

January 31 Fees Closeout Fees Fees Charge

1995 $ 8,755 $ 295 $ 90 $ 86

1994 10,505 180 175 96

1993 14,895 210 520 N/A

DISTRIBUTION AND SERVICE PLAN
The Trustees have approved a Distribution and Service Plan on behalf of the
fund (the Plan) pursuant to Rule 12b-1 under the Investment Company Act of
1940 (the Rule). The Rule provides in substance that a mutual fund may not
engage directly or indirectly in financing any activity that is primarily
intended to result in the sale of shares of the fund except pursuant to a
plan approved on behalf of the fund under the Rule. The Plan, as approved
by the Trustees, allows the fund and FMR to incur certain expenses that
might be considered to constitute indirect payment by the fund of
distribution expenses.
Under the Plan, if the payment of management fees by the fund is deemed to
be indirect financing by the fund of the distribution of its shares, such
payment is authorized by the Plan. The Plan also specifically recognizes
that FMR, either directly or through FDC, may use its management fee
revenue, past profits, or other resources, without limitation, to pay
promotional and administrative expenses in connection with the offer and
sale of shares of the fund. In addition, the Plan provides that FMR may use
its resources, including its management fee revenues, to make payments to
third parties that provide assistance in selling shares of the fund, or to
third parties, including banks, that render shareholder support services.
The Trustees have not authorized such payments to date.
Prior to approving the Plan, the Trustees carefully considered all
pertinent factors relating to the implementation of the Plan prior to its
approval, and have determined that there is a reasonable likelihood that
the Plan will benefit the fund and its shareholders. In particular, the
Trustees noted that the Plan does not authorize payments by the fund other
than those made to FMR under its management contract with the fund. To the
extent that the Plan gives FMR and FDC greater flexibility in connection
with the distribution of shares of the fund, additional sales of the fund's
shares may result. Furthermore, certain shareholder support services may be
provided more effectively under the Plan by local entities with whom
shareholders have other relationships.
The Plan was approved by shareholders on September 18, 1991.
The Glass-Steagall Act generally prohibits federally and state chartered or
supervised banks from engaging in the business of underwriting, selling, or
distributing securities. Although the scope of this prohibition under the
Glass-Steagall Act has not been clearly defined by the courts or
appropriate regulatory agencies, FDC believes that the Glass-Steagall Act
should not preclude a bank from performing shareholder support services, or
servicing and recordkeeping functions. FDC intends to engage banks only to
perform such functions. However, changes in federal or state statutes and
regulations pertaining to the permissible activities of banks and their
affiliates or subsidiaries, as well as further judicial or administrative
decisions or interpretations, could prevent a bank from continuing to
perform all or a part of the contemplated services. If a bank were
prohibited from so acting, the Trustees would consider what actions, if
any, would be necessary to continue to provide efficient and effective
shareholder services. In such event, changes in the operation of the fund
might occur, including possible termination of any automatic investment or
redemption or other services then provided by the bank. It is not expected
that shareholders would suffer any adverse financial consequences as a
result of any of these occurrences. In addition, state securities laws on
this issue may differ from the interpretations of federal law expressed
herein, and banks and financial institutions may be required to register as
dealers pursuant to state law.
The fund may execute portfolio transactions with, and purchase securities
issued by, depository institutions that receive payments under the Plan. No
preference for the instruments of such depository institutions will be
shown in the selection of investments.
CONTRACTS WITH COMPANIES AFFILIATED WITH FMR
FSC performs transfer agency, dividend disbursing, and shareholder
servicing functions for the fund. The costs of these services are borne by
FMR pursuant to its management contract with the fund. FSC also calculates
the fund's net asset value per share and dividends, maintains the fund's
general accounting records, and administers the fund's securities lending
program. The costs of these services are also borne by FMR pursuant to its
management contract with the fund.
The fund has a distribution agreement with FDC, a Massachusetts corporation
organized on July 18, 1960. FDC is a broker-dealer registered under the
Securities and Exchange Act of 1934 and is a member of the National
Association of Securities Dealers, Inc. The distribution agreement calls
for FDC to use all reasonable efforts, consistent with its other business,
to secure purchasers for shares of the fund, which are continuously offered
at net asset value. Promotional and administrative expenses in connection
with the offer and sale of shares are paid by FMR.
DESCRIPTION OF THE TRUST
TRUST ORGANIZATION. Spartan Long-Term Government Bond Fund is a fund of
Fidelity Devonshire Trust, which was originally organized as a
Massachusetts corporation on December 16, 1965. On May 31, 1985, the trust
was reorganized as a Massachusetts business trust, at which time its name
was changed from Fidelity Equity-Income Fund, Inc. to Fidelity
Equity-Income Fund. On December 19, 1986, the Board of Trustees voted to
change the name of the trust from Fidelity Equity-Income Fund to Fidelity
Devonshire Trust. Currently, there are six funds of the trust: Spartan
Adjustable Rate Government Fund; Fidelity Equity-Income Fund; Fidelity Real
Estate Investment Portfolio; Fidelity Utilities Fund; Fidelity Mid-Cap
Stock Fund; and Spartan Long-Term Government Bond Fund. The Declaration of
Trust permits the Trustees to create additional funds.
In the event that FMR ceases to be the investment adviser to the trust or a
fund, the right of the trust or fund to use the identifying names
"Fidelity" and "Spartan" may be withdrawn.
The assets of the trust received for the issue or sale of shares of each
fund and all income, earnings, profits, and proceeds thereof, subject only
to the rights of creditors, are especially allocated to such fund, and
constitute the underlying assets of such fund. The underlying assets of
each fund are segregated on the books of account, and are to be charged
with the liabilities with respect to such fund and with a share of the
general expenses of the trust. Expenses with respect to the trust are to be
allocated in proportion to the asset value of the respective funds, except
where allocations of direct expense can otherwise be fairly made. The
officers of the trust, subject to the general supervision of the Board of
Trustees, have the power to determine which expenses are allocable to a
given fund, or which are general or allocable to all of the funds. In the
event of the dissolution or liquidation of the trust, shareholders of each
fund are entitled to receive as a class the underlying assets of such fund
available for distribution.
SHAREHOLDER AND TRUSTEE LIABILITY. The trust is an entity of the type
commonly known as a "Massachusetts business trust." Under Massachusetts
law, shareholders of such a trust may, under certain circumstances, be held
personally liable for the obligations of the trust. The Declaration of
Trust provides that the trust shall not have any claim against shareholders
except for the payment of the purchase price of shares and requires that
each agreement, obligation, or instrument entered into or executed by the
trust or the Trustees include a provision limiting the obligations created
thereby to the trust and its assets. The Declaration of Trust provides for
indemnification out of each fund's property of any shareholder held
personally liable for the obligations of the fund. The Declaration of Trust
also provides that each fund shall, upon request, assume the defense of any
claim made against any shareholder for any act or obligation of the fund
and satisfy any judgment thereon. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is limited to
circumstances in which a fund itself would be unable to meet its
obligations. FMR believes that, in view of the above, the risk of personal
liability to shareholders is remote.
The Declaration of Trust further provides that the Trustees, if they have
exercised reasonable care, will not be liable for any neglect or
wrongdoing, but nothing in the Declaration of Trust protects Trustees
against any liability to which they would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence, or reckless disregard of
the duties involved in the conduct of their office.
VOTING RIGHTS. Each fund's capital consists of shares of beneficial
interest. As a shareholder, you receive one vote for each dollar value of
net asset value you own. The shares have no preemptive or conversion
rights; the voting and dividend rights, the right of redemption, and the
privilege of exchange are described in the Prospectus. Shares are fully
paid and nonassessable, except as set forth under the heading "Shareholder
and Trustee Liability" above. Shareholders representing 10% or more of the
trust or a fund may, as set forth in the Declaration of Trust, call
meetings of the trust or a fund for any purpose related to the trust or
fund, as the case may be, including, in the case of a meeting of the entire
trust, the purpose of voting on removal of one or more Trustees. The trust
or any fund may be terminated upon the sale of its assets to another
open-end management investment company, or upon liquidation and
distribution of its assets, if approved by vote of the holders of a
majority of the trust or the fund, as determined by the current value of
each shareholder's investment in the fund or trust. If not so terminated,
the trust and its funds will continue indefinitely.
CUSTODIAN. The Bank of New York, 110 Washington Street, New York, New York,
is custodian of the assets of the fund. The custodian is responsible for
the safekeeping of the fund's assets and the appointment of subcustodian
banks and clearing agencies. The custodian takes no part in determining
investment policies of the fund or in deciding which securities are
purchased or sold by the fund. The fund may, however, invest in obligations
of the custodian and may purchase securities from or sell securities to the
custodian.
FMR, its officers and directors, its affiliated companies, and the trust's
Trustees may from time to time have transactions with various banks,
including banks serving as custodians for certain of the funds advised by
FMR. Transactions that have occurred to date include mortgages and personal
and general business loans. In the judgment of FMR, the terms and
conditions of those transactions were not influenced by existing or
potential custodial or other fund relationships.
AUDITOR. Coopers & Lybrand L.L.P., One Post Office Square, Boston,
Massachusetts serves as the trust's independent accountant. The auditor
examines financial statements for the fund and provides other audit, tax,
and related services.
FINANCIAL STATEMENTS
The fund's financial statements and financial highlights for the fiscal
year ended January 31, 1995 are included in the fund's Annual Report, which
is a separate report supplied with this Statement of Additional
Information. The fund's financial statements and financial highlights are
incorporated herein by reference.
APPENDIX
DOLLAR-WEIGHTED AVERAGE MATURITY is derived by multiplying the value of
each investment by the number of days remaining to its maturity, adding
these calculations, and then dividing the total by the value of the fund's
portfolio. An obligation's maturity is typically determined on a stated
final maturity basis, although there are some exceptions to this rule.
For example, if it is probable that the issuer of an instrument will take
advantage of a maturity-shortening device, such as a call, refunding, or
redemption provision, the date on which the instrument will probably be
called, refunded, or redeemed may be considered to be its maturity date.
Also, the maturities of mortgage-backed securities and some asset-backed
securities, such as collateralized mortgage obligations, are determined on
a weighted average life basis, which is the average time for principal to
be repaid. For a mortgage security, this average time is calculated by
estimating the expected principal payments during the life of the mortgage.
The weighted average life of these securities is likely to be substantially
shorter than their stated final maturity.
SPARTAN(registered trademark)

(registered trademark)
LONG-TERM GOVERNMENT BOND
FUND
ANNUAL REPORT
JANUARY 31, 1995
CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on investing
strategies.

PERFORMANCE 4 How the fund has done over time.

FUND TALK 7 The manager's review of fund
performance, strategy and outlook.

INVESTMENT CHANGES 10 A summary of major shifts in the
fund's investments over the past six
months.

INVESTMENTS 11 A complete list of the fund's
investments with their market
values.

FINANCIAL STATEMENTS 12 Statements of assets and liabilities,
operations, and changes in net
assets,
as well as financial highlights.

NOTES 16 Notes to the financial statements.

REPORT OF INDEPENDENT 19 The auditors' opinion.
ACCOUNTANTS

DISTRIBUTIONS 20

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, THE FEDERAL
RESERVE BOARD OR
ANY OTHER AGENCY, AND ARE SUBJECT TO INVESTMENT RISK, INCLUDING THE
POSSIBLE LOSS OF
PRINCIPAL. NEITHER THE FUND NOR FIDELITY DISTRIBUTORS CORPORATION IS A
BANK. FOR MORE
INFORMATION ON ANY FIDELITY FUND, INCLUDING CHARGES AND EXPENSES, CALL
1-800-544-8888 FOR
A FREE PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST OR SEND MONEY.
PRESIDENT'S MESSAGE

DEAR SHAREHOLDER:
Although there have been a few positive market indications so far in 1995,
no one can predict what lies ahead for investors. Last year, stocks posted
below-average returns and bonds had one of the worst years in history. This
downturn followed a period in which the investing environment was generally
very positive.
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.
If you have any questions, please call us at 1-800-544-8888. We stand ready
to provide the information you need to make the investments that are right
for you.
Best regards,
Edward C. Johnson 3d
PERFORMANCE: THE BOTTOM LINE

There are several ways to evaluate a fund's historical performance. You can
look at the total percentage change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. A fund's total
return includes changes in a fund's share price, plus reinvestment of any
dividends (or income) and capital gains (the profits the fund earns when it
sells bonds that have grown in value), and the effect of the $5 account
closeout fee. You can also look at the fund's income to measure
performance.
CUMULATIVE TOTAL RETURNS
PERIODS ENDED JANUARY 31, 1995 PAST 1 LIFE OF
YEAR FUND

Spartan Long-Term Government Bond -12.45% 46.65%

Lehman Brothers Long-Term Government Bond Index -7.54% n/a

Average General U.S. Government Bond Fund -4.25% n/a

Consumer Price Index 2.80% 13.26%

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, one year, or since the fund started on
September 28, 1990. For example, if you invested $1,000 in a fund that had
a 5% return over the past year, you would end up with $1,050. You can
compare these figures to the Lehman Brothers Long-Term Government Bond
Index - a broad measure of the performance of long-term government bonds.
To measure how the fund's performance stacked up against its peers, you can
also look at the average general U.S. government bond fund, which currently
reflects the performance of 146 funds tracked by Lipper Analytical
Services. These benchmarks include reinvested dividends and capital gains,
if any. Comparing the fund's performance to the consumer price index (CPI)
helps show how your fund did compared to inflation. (The CPI returns begin
on the month end closest to the fund's start date.)
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED JANUARY 31, 1995 PAST 1 LIFE OF
YEAR FUND

Spartan Long-Term Government Bond -12.45% 9.21%

Lehman Brothers Long-Term Government Bond Index -7.54% n/a

Average General U.S. Government Bond Fund -4.25% n/a

Consumer Price Index 2.80% 2.91%

$10,000 OVER LIFE OF FUND: Let's say you invested $10,000 in Spartan
Long-Term Government Bond Fund on September 30, 1990, shortly after the
fund started. As the chart shows, by January 31, 1995, the value of your
investment, with dividends reinvested would have grown to $14,668 - a
46.68% increase on your initial investment. This assumes you still owned
the fund on January 31, 1995 and therefore does not include the effect of
the $5 account closeout fee. For comparison, look at how the Lehman
Brothers Long-Term Government Bond Index did over the same period. With
dividends reinvested, the same $10,000 investment would have grown to
$15,510 - a 55.10% increase.
UNDERSTANDING
PERFORMANCE
How a fund did yesterday is
no guarantee of how it will do
tomorrow. Bond prices, for
example, move in the
opposite direction of interest
rates. In turn, the share price,
return, and yield of a fund
that invests in bonds will vary.
That means if you sell your
shares during a market
downturn, you might lose
money. But if you can ride out
the market's ups and downs,
you may have a gain.
(checkmark)
TOTAL RETURN COMPONENTS
YEARS ENDED JANUARY 31, FROM
SEPTEMBER 28,
1990 TO

1995 1994 1993 1992 JANUARY 31, 1991

Dividend return 4.13% 7.14% 7.69% 7.15% 1.01%

Capital appreciation -16.58% 9.63% 6.24% 5.82% 10.38%
return

Total return -12.45% 16.77% 13.93% 12.97% 11.39%

DIVIDEND returns and capital appreciation returns are both part of a bond
fund's total return. A dividend return reflects the actual dividends paid
by the fund. A capital appreciation return reflects both the amount paid by
the fund to shareholders as capital gain distributions and changes in the
fund's share price. Both returns assume the dividends or gains are
reinvested. Capital appreciation and total returns include the effect of
the $5 account closeout fee on an average sized account.
DIVIDENDS AND YIELD
PERIODS ENDED JANUARY 31, 1995 PAST PAST 6 PAST 1
MONTH MONTHS YEAR

Dividends per share - 22.00(cents) 52.00(cents)

Annualized dividend rate - 4.24% 4.88%

30-day annualized yield 7.16% - -

DIVIDENDS per share show the income paid by the fund for a set period and
do not reflect any tax reclassifications. If you annualize this number,
based on an average share price of $10.30 over the past six months and
$10.66 over the past year, you can compare the fund's income over these two
periods. The 30-day annualized YIELD is a standard formula for all funds
based on the yields of the bonds in the fund, averaged over the past 30
days. This figure shows you the yield characteristics of the fund's
investments at the end of the period. It also helps you compare funds from
different companies on an equal basis.
FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP
Although there was a small bond
market rally in January, sharply
rising interest rates caused a severe
downturn in U.S. bond markets
during the 12 months ended
January 31, 1995. Yields rose
sharply - and prices fell - on
virtually all types of fixed-income
investments. For the 12 months
ended January 31, 1995, the
Lehman Brothers Aggregate Bond
Index - a broad measure of
taxable bonds in the U.S. bond
market - had a total return of
- -2.31%. The Federal Reserve
Board raised the federal funds rate
- - the rate banks charge each other
for overnight loans - from 3.00% to
5.50% from February to
November, causing other interest
rates to rise. The Fed was hoping
to head off future inflation that might
be triggered by an improving U.S.
economy. The resulting higher
rates slowed refinancing activity in
mortgage-backed securities,
helping them to outperform
comparable Treasury bonds. The
Salomon Brothers Mortgage Index
returned -0.23% during the
period. Interest rate increases in
many foreign bond markets
followed the rate hikes in the U.S.
Weakness in the U.S. dollar,
however, helped the Salomon
Brothers World Government Bond
Index - which measures bond
market performance in the
developed world, including the
U.S. - to post a 3.66% return.
The JP Morgan Emerging Markets
Bond Index was down 21.71%, on
the heels of market corrections in
many emerging markets earlier in
the year and Mexico's devaluation
of the peso in December.
An interview with Curt Hollingsworth, Portfolio Manager of Fidelity Spartan
Long-Term Government Bond Fund
Q. CURT, HOW HAS THE FUND PERFORMED?
A. It has been a difficult year for the fund. For the 12 months ended
January 31, 1995, the fund had a total return of -12.45%. According to
Lipper Analytical Services, the average general U.S. government bond fund
had a total return of -4.25%.
Q. WHAT CAUSED THE FUND TO SHARPLY UNDERPERFORM THE AVERAGE FUND?
A. There were two reasons. First, the funds included in Lipper's average
U.S. government bond fund category had an average duration that was much
shorter than the duration of this fund. Duration is a measure of a fund's
sensitivity to changes in interest rates. The longer the duration, the more
sensitive a fund is to interest rate changes. Since many of the funds in
the Lipper category aren't focused on longer-term bonds, the average
duration of funds in this category was around five years. However, this
fund, with its long-term focus, had a duration closer to 10 years. That
means the fund was about twice as interest-rate sensitive as the funds it
was compared to. Second, the fund's performance was hurt by a strategy that
didn't work as I intended in a rising interest rate environment.
Q. WHAT STRATEGY WAS THAT?
A. In October 1993, the fund began using a strategy called duration
averaging. This strategy was designed to profit from the long-term cyclical
nature of interest rates. Using this strategy, I would lengthen the average
duration of the fund after a rise in interest rates, causing it to become
more aggressively positioned for a drop in interest rates. Conversely, I
would invest in bonds with shorter maturities if interest rates fell,
causing the fund to become more defensive by positioning it for rising
interest rates.
Q. INTEREST RATES HAVE CLIMBED STEADILY OVER THE YEAR. WHAT EFFECT DID THAT
HAVE?
A. The interest rate environment was especially difficult for a longer-term
bond fund, because its share price is extremely sensitive to changes in
interest rates. Using duration averaging, as rates started going up more
and more, the fund's duration got longer and longer, making it more
vulnerable to each rate increase.
Q. ARE YOU STILL USING DURATION AVERAGING?
A. No. I stopped using this strategy in the summer of 1994, because I
didn't believe it would lead to a return advantage in the foreseeable
future. Instead, I believe success in this environment will be achieved
through sector and security selection, while maintaining a duration neutral
approach. I'm seeking to match the fund's duration to that of a government
bond index. I believe it is equally likely that interest rates will go up
or down over the next year, so for me to invest based on what I think will
happen with interest rates would not be as constructive as focusing on
adding value by investing in cheap individual securities.
Q. WHAT CAN YOU TELL US ABOUT THE STRUCTURE OF THE FUND?
A. At the end of the period, the fund had a very simple portfolio
structure. More than 98% of the fund's investments was in U.S. Treasury
bonds, with very small percentages in U.S. government agency issues and
short-term cash investments. My feeling was that the Treasuries were more
attractive than other options. As far as choosing Treasuries is concerned,
I've underweighted the fund in what are known as "current" 30-year Treasury
bonds. These are bonds that have been on the market for no more than three
months, having been issued at one of the bond auctions that occurs
quarterly. These current bonds typically trade at lower yields - and higher
prices - than older 30-year bonds. That's because they're more easily
tradable, making bond traders - who earn money simply by buying and selling
securities - more willing to pay a premium for them. Of course, paying a
premium doesn't make sense for the fund, because its goal is to provide
income and to increase the value of the fund's shares, with a much longer
time frame than that of bond traders. Over the past several years, as
current long bonds have become older, the yields they offer have grown and
their prices have fallen. This change gradually evolves over a bond's first
year, and that's when they become more attractive for the fund to own.
Q. WHAT'S YOUR OUTLOOK GOING FORWARD?
A. Real yields - Treasury yields adjusted for inflation - were fairly
attractive at the end of the period. Thirty-year bonds were yielding
roughly 7.8%, with inflation running at about 2.8% for the past 12 months.
That gives you a real yield of about 5%, which is very attractive by
historical standards. One of two things may occur to change the situation.
Inflation may accelerate to narrow the real yield. Or, long-term Treasury
yields may fall, having the same effect. Of course, it's also possible that
real yields could move even higher over the near term.
FUND FACTS
GOAL: to provide income and
increase the value of the
fund's shares by investing
mainly in long-term U.S.
government and government
agency securities.
START DATE: September 28,
1990
SIZE: as of January 31, 1995,
more than $77 million
MANAGER: Curt Hollingsworth,
since 1993; manager, Spartan
Short-Intermediate
Government Fund, since
1992; Fidelity
Short-Intermediate
Government Fund, since
1991; Spartan Limited Maturity
Government Fund, since
1988; joined Fidelity in 1983
(checkmark)
CURT HOLLINGSWORTH ON
LONG-TERM INVESTING:
"It's important to stress that -
being a fund that invests in
bonds with longer maturities
- - Spartan Long-Term
Government Bond Fund can
have more volatility than
other, shorter-term bond
funds. The fund has a
duration - a measure of
interest rate sensitivity - of
about 10 years. That means
- - other things being equal -
if rates rose 1%, the fund's
share price would probably
drop approximately 10%.
Looking at the past year, one
would say that interest rates
easily could rise or fall 1% in
the coming year.
"It's crucial for investors in this
fund to have a longer-term
investing horizon. If they do,
the fund should allow them to
secure today's higher yields for
a fair amount of time. Investors
with a long-term horizon
actually may be exposed to a
different type of risk in a
shorter-term fund -
reinvestment risk, which is the
risk that an investor might not
be able to reinvest short-term
returns at attractive rates.
"This is a long-term
government bond fund. As a
result, its share price is
especially sensitive to interest
rate changes. Investors in the
fund should be clear about
that, and should invest in the
fund for the long haul."
INVESTMENT CHANGES

TOP ISSUERS AS OF JANUARY 31, 1995
% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS 6 MONTHS AGO

U.S. Treasury 98.1 80.8

Tennessee Valley Authority
(U.S. Government Agency) 0.9 1.2

EXCLUDING REPURCHASE AGREEMENTS.
AVERAGE YEARS TO MATURITY AS OF JANUARY 31, 1995
6 MONTHS AGO

Years 22.2 22.6

AVERAGE YEARS TO MATURITY IS BASED ON THE AVERAGE TIME UNTIL THE PRINCIPAL
PAYMENTS ARE EXPECTED FROM EACH OF THE FUND'S BONDS, WEIGHTED BY DOLLAR
AMOUNT.
DURATION AS OF JANUARY 31, 1995
6 MONTHS AGO

Years 9.7 10.2

DURATION SHOWS HOW MUCH A BOND'S PRICE FLUCTUATES WITH CHANGES IN
COMPARABLE INTEREST RATES. IF RATES RISE 1%, FOR EXAMPLE, A FUND WITH A
FIVE-YEAR DURATION IS LIKELY TO LOSE ABOUT 5% OF ITS VALUE. OTHER FACTORS
ALSO CAN INFLUENCE A BOND FUND'S PERFORMANCE AND SHARE PRICE. ACCORDINGLY,
A BOND FUND'S ACTUAL PERFORMANCE MAY DIFFER FROM THIS EXAMPLE.
ASSET ALLOCATION
AS OF JANUARY 31, 1995 AS OF JULY 31, 1994
Row: 1, Col: 1, Value: 1.6
Row: 1, Col: 2, Value: 1.5
Row: 1, Col: 3, Value: 50.0
U.S. Treasury
obligations 80.8%
U.S. government
agency
obligations 19.2%
Short-term
investments 0.0%
U.S. Treasury
obligations 98.1%
U.S. government
agency
obligations 0.9%
Short-term
investments 1.0%
Row: 1, Col: 1, Value: 0.0
Row: 1, Col: 2, Value: 19.2
Row: 1, Col: 3, Value: 80.8
INVESTMENTS JANUARY 31, 1995

Showing Percentage of Total Value of Investment in Securities

U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS - 99.0%
PRINCIPAL VALUE
AMOUNT (NOTE 1)
U.S. TREASURY OBLIGATIONS - 98.1%
12 3/4%, 11/15/10 $ 3,200,000 $ 4,350,496
8 7/8%, 8/15/17 60,175,000 66,897,751
9 1/8%, 5/15/18 1,600,000 1,825,500
TOTAL U.S. TREASURY OBLIGATIONS 73,073,747
U.S. GOVERNMENT AGENCY OBLIGATIONS - 0.9%
Tennessee Valley Authority:
8 1/4%, 4/15/42 (Callable 2012) 500,000 487,725
6 7/8%, 12/15/43 200,000 164,068
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS 651,793
TOTAL U.S. GOVERNMENT AND GOVERNMENT
AGENCY OBLIGATIONS (Cost $74,107,067) 73,725,540
REPURCHASE AGREEMENTS - 1.0%
MATURITY
AMOUNT
Investments in repurchase agreements
(U.S. Treasury obligations), in a
joint trading account at 5.81%
dated 1/31/95 due 2/1/95 $ 753,122 753,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $74,860,067) $ 74,478,540
INCOME TAX INFORMATION
At January 31,1995, the aggregate cost of investment securities for income
tax purposes was $74,962,285. Net unrealized depreciation aggregated
$483,745, of which $489,166 related to appreciated investment securities
and $972,911 related to depreciated investment securities.
At January 31, 1995, the fund had a capital loss carryforward of
approximately $3,934,668 which will expire on January 31, 2003.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
JANUARY 31, 1995

ASSETS

Investment in securities, at value (including repurchase $ 74,478,540
agreements of $753,000) (cost $74,860,067) -
See accompanying schedule

Cash 731

Receivable for fund shares sold 458,089

Interest receivable 2,583,082

TOTAL ASSETS 77,520,442

LIABILITIES

Dividends payable $ 278

Accrued management fee 38,964

TOTAL LIABILITIES 39,242

NET ASSETS $ 77,481,200

Net Assets consist of:

Paid in capital $ 81,478,947

Undistributed net investment income 567,963

Accumulated undistributed net realized gain (loss) on (4,186,986)
investments and foreign currency transactions

Net unrealized appreciation (depreciation) on (378,724)
investments and assets and liabilities in foreign
currencies

NET ASSETS, for 7,358,093 shares outstanding $ 77,481,200

NET ASSET VALUE, offering price and redemption price per $10.53
share ($77,481,200 (divided by) 7,358,093 shares)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED JANUARY 31, 1995

INVESTMENT INCOME 4,160,118
Interest

EXPENSES

Management fee $ 409,492

Non-interested trustees' compensation 335

TOTAL EXPENSES 409,827

NET INVESTMENT INCOME 3,750,291

REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on:

Investment securities (4,133,739)

Foreign currency transactions (696,101) (4,829,840)

Change in net unrealized appreciation (depreciation) on:

Investment securities (7,126,787)

Assets and liabilities in foreign currencies 169,728 (6,957,059)

NET GAIN (LOSS) (11,786,899)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ (8,036,608)
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED YEAR ENDED
JANUARY 31, JANUARY 31,
1995 1994

INCREASE (DECREASE) IN NET ASSETS

Operations $ 3,750,291 $ 5,493,483
Net investment income

Net realized gain (loss) (4,829,840) 5,465,921

Change in net unrealized appreciation (depreciation) (6,957,059) 2,639,826

NET INCREASE (DECREASE) IN NET ASSETS RESULTING (8,036,608) 13,599,230
FROM OPERATIONS

Distributions to shareholders: (3,025,880) (5,701,388)
From net investment income

From net realized gain (538,147) (2,855,797)

TOTAL DISTRIBUTIONS (3,564,027) (8,557,185)

Share transactions 165,444,920 131,601,595
Net proceeds from sales of shares

Reinvestment of distributions 3,354,463 8,169,134

Cost of shares redeemed (147,021,095) (160,517,979)

Net increase (decrease) in net assets resulting from 21,778,288 (20,747,250)
share transactions

TOTAL INCREASE (DECREASE) IN NET ASSETS 10,177,653 (15,705,205)

NET ASSETS

Beginning of period 67,303,547 83,008,752

End of period (including undistributed net investment $ 77,481,200 $ 67,303,547
income of $567,963 and $499,970, respectively)

OTHER INFORMATION
Shares

Sold 15,527,302 10,329,522

Issued in reinvestment of distributions 311,436 649,261

Redeemed (13,764,302) (12,536,136)

Net increase (decrease) 2,074,436 (1,557,353)

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
YEARS ENDED JANUARY 31, SEPTEMBER 28,
1990
(COMMENCEMENT
OF
OPERATIONS) TO
JANUARY 31,

1995 1994 1993 1992 1991

SELECTED PER-SHARE DATA

Net asset value, $ 12.740 $ 12.130 $ 11.600 $ 11.040 $ 10.000
beginning of period

Income from Investment .513 .847 .847 .776 .144
Operations
Net investment income

Net realized and (2.093) 1.123 .703 .604 .996
unrealized gain
(loss)

Total from investment (1.580) 1.970 1.550 1.380 1.140
operations

Less Distributions (.530) C (.840) (.840) (.740) (.100)
From net investment
income

From net realized gain (.100) C (.520) (.180) (.080) -
on investments

Total distributions (.630) (1.360) (1.020) (.820) (.100)

Net asset value, end $ 10.530 $ 12.740 $ 12.130 $ 11.600 $ 11.040
of period

TOTAL RETURN B (12.44)% 16.79% 13.95% 12.98% 11.41%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 77,481 $ 67,304 $ 83,009 $ 62,992 $ 33,833
(000 omitted)

Ratio of expenses to .65% .65% .65% .65% .65% A
average net assets

Ratio of net investment 5.95% 6.41% 7.35% 7.30% 7.26% A
income to average
net assets

Portfolio turnover rate 422% 153% 135% 335% 256% A

</TABLE>

A ANNUALIZED
B TOTAL RETURNS DO NOT INCLUDE THE ACCOUNT CLOSEOUT FEE AND FOR PERIODS OF
LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C THE AMOUNTS SHOWN REFLECT CERTAIN RECLASSIFICATIONS RELATED TO BOOK TO
TAX DIFFERENCES. SEE NOTE 1 OF NOTES TO FINANCIAL STATEMENTS.
NOTES TO FINANCIAL STATEMENTS
For the period ended January 31, 1995

1. SIGNIFICANT ACCOUNTING
POLICIES.
Spartan Long-Term Government Bond Fund (the fund) is a fund of Fidelity
Devonshire Trust (the trust) and is authorized to issue an unlimited number
of shares. The trust is registered under the Investment Company Act of
1940, as amended (the 1940 Act), as an open-end management investment
company organized as a Massachusetts business trust. The following
summarizes the significant accounting policies of the fund:
SECURITY VALUATION. Securities are valued based upon a computerized matrix
system and/or appraisals by a pricing service, both of which consider
market transactions and dealer-supplied valuations. Short-term securities
maturing within sixty days of their purchase date are valued either at
amortized cost or original cost plus accrued interest, both of which
approximate current value. Securities for which quotations are not readily
available through the pricing service are valued at their fair value as
determined in good faith under consistently applied procedures under the
general supervision of the Board of Trustees.
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. Purchases and
sales of securities, income receipts, and expense payments are translated
into U.S. dollars at the prevailing exchange rate on the respective dates
of the transactions.
Effective February 1, 1994, the fund adopted Statement of Position (SOP)
93-4: Foreign Currency Accounting and Financial Statement Presentation for
Investment Companies. In accordance with this SOP, reported 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, currency gains and losses realized between the trade
and settlement dates on securities transactions, and the difference between
the amount of net investment income accrued and the U.S. dollar amount
actually received. Further, as permitted under the SOP, the effects of
changes in foreign currency exchange rates on investments in securities are
not segregated in the Statement of Operations from the effects of changes
in market prices of those securities, but 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 all of its taxable income for its fiscal
year. The schedule of investments includes information regarding income
taxes under the caption "Income Tax Information."
INVESTMENT INCOME. Interest income, which includes accretion of original
issue discount, is accrued as earned.
1. SIGNIFICANT ACCOUNTING
POLICIES - CONTINUED
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date.
Income and capital gain distributions are determined in accordance with
income tax regulations which may differ from generally accepted accounting
principles. These differences, which may result in distribution
reclassifications, are primarily due to differing treatments for paydown
gains/losses on certain securities, market discount, foreign currency
transactions and losses deferred due to wash sales. The fund also utilized
earnings and profits distributed to shareholders on redemption of shares as
a part of the dividends paid deduction for income tax purposes.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital.
Undistributed net investment income may include temporary book and 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.
FORWARD FOREIGN CURRENCY
CONTRACTS. The fund may use foreign currency contracts to facilitate
transactions in foreign securities and to manage the fund's currency
exposure. Contracts to buy generally are used to acquire exposure to
foreign currencies, while contracts to sell are used to hedge the fund's
investments against currency fluctuations. Also, a contract to buy or sell
can offset a previous contract. 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 forward foreign currency contracts is determined
using forward currency exchange rates supplied by a quotation service.
Purchases and sales of forward foreign currency contracts having the same
settlement date and broker are offset and any realized gain (loss) is
recognized on the date of offset; otherwise, gain (loss) is recognized on
settlement date.
REPURCHASE AGREEMENTS. The fund, through its custodian, receives delivery
of the underlying securities, whose market value is required to be at least
102% of the resale price at the time of purchase. The fund's investment
adviser, Fidelity Management & Research Company (FMR), is responsible for
determining that the value of these underlying securities remains at least
equal to the resale price.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, the fund, along with other affiliated
entities of 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, and are collateralized by U.S. Treasury or Federal Agency
obligations.
3. PURCHASES AND SALES
OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $280,619,737 and $258,201, 513 respectively, of which U.S.
government and government agency obligations aggregated $280,349,321 and
$257,926,087, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, FMR pays all expenses,
except the compensation of the non-interested Trustees and certain
exceptions such as interest, taxes, brokerage commissions and extraordinary
expenses. FMR receives a fee that is computed daily at an annual rate of
.65% of the fund's average net assets.
FMR also bears the cost of providing shareholder services to the fund. To
offset the cost of providing these services, FMR or its affiliates collect
certain transaction fees from the fund's shareholders which amounted to
$9,226 for the period.
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Devonshire Trust and the Shareholders of
Spartan Long-Term Government Bond Fund:
We have audited the accompanying statement of assets and liabilities of
Fidelity Devonshire Trust: Spartan Long-Term Government Bond Fund,
including the schedule of portfolio investments, as of January 31, 1995,
and the related statement of operations for the year then ended, the
statement of changes in net assets for each of the two years in the period
then ended and the financial highlights for each of the four years in the
period then ended and for the period September 28, 1990 (commencement of
operations) to January 31, 1991. These financial statements and financial
highlights are the responsibility of the fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of January 31, 1995 by correspondence with the
custodian and brokers. An audit also includes assessing
the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of Fidelity Devonshire Trust: Spartan Long-Term Government Bond Fund as of
January 31, 1995, the results of its operations for the year then ended,
the changes in its net assets for each of the two years in the period then
ended, and the financial highlights for each of the four years in the
period then ended and for the period September 28, 1990 (commencement of
operations) to January 31, 1991, in conformity with generally accepted
accounting principles.
/s/COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
March 7, 1995
DISTRIBUTIONS

A total of 95.93% of the dividends distributed during the fiscal year was
derived from interest on U.S. Government securities which is generally
exempt from state income tax.
The fund will notify shareholders in January 1996 of the applicable
percentage for use in preparing 1995 income tax returns.
TO CALL FIDELITY

FOR FUND INFORMATION AND QUOTES
The Fidelity Telephone Connection offers you special automated telephone
services for quotes and balances. The services are easy to use,
confidential and quick. All you need is a Touch Tone telephone.
YOUR PERSONAL IDENTIFICATION NUMBER
(PIN)
The first time you call one of our automated telephone services, we'll ask
you
to set up your Personal Identification
Number (PIN). The PIN assures that
only you have automated telephone
access to your account information.
Please have your Customer Number
(T-account #) handy when you call --
you'll need it to establish your PIN. If
you would ever like to change your PIN, just choose the "Change your
Personal
Identification Number" option when
you call. If you forget your PIN, please
call a Fidelity representative at 1-800-
544-6666 for assistance.

(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC
(PHONE_GRAPHIC)MUTUAL FUND QUOTES*
1-800-544-8544
Just make a selection from this record-ed menu:
PRESS
For quotes on funds you own.
1.
For an individual fund quote.
2.
For the ten most frequently
requested Fidelity fund quotes.
3.
For quotes on Fidelity Select
Portfolios.(registered trademark)
4.
To change your Personal
Identification Number (PIN).
5.
To speak with a Fidelity
representative.
6.
(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC
(PHONE_GRAPHIC)MUTUAL FUND ACCOUNT
BALANCES 1-800-544-7544
Just make a selection from this record-
ed menu:
PRESS
For balances on funds you own.
1.
For your most recent fund activity
(purchases, redemptions, and
dividends).
2.
To change your Personal
Identification Number (PIN).
3.
To speak with a Fidelity
representative.
4.
* WHEN YOU CALL THE QUOTES LINE, PLEASE REMEMBER THAT A FUND'S YIELD AND
RETURN WILL
VARY AND, EXCEPT FOR MONEY MARKET FUNDS, SHARE PRICE WILL ALSO VARY. THIS
MEANS THAT
YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. THERE IS NO
ASSURANCE THAT
MONEY MARKET FUNDS WILL BE ABLE TO MAINTAIN A STABLE $1 SHARE PRICE; AN
INVESTMENT IN
A MONEY MARKET FUND IS NOT INSURED OR GUARANTEED BY THE U.S. GOVERNMENT.
TOTAL
RETURNS ARE HISTORICAL AND INCLUDE CHANGES IN SHARE PRICE, REINVESTMENT OF
DIVIDENDS
AND CAPITAL GAINS, AND THE EFFECTS OF ANY SALES CHARGES.
TO VISIT FIDELITY

For directions and hours,
please call 1-800-544-9797.
ARIZONA
7373 N. Scottsdale Road
Scottsdale, AZ
CALIFORNIA
851 East Hamilton Avenue
Campbell, CA
527 North Brand Boulevard
Glendale, CA
19100 Von Karman Avenue
Irvine, CA
10100 Santa Monica Blvd.
Los Angeles, CA
811 Wilshire Boulevard
Los Angeles, CA
251 University Avenue
Palo Alto, CA
1760 Challenge Way
Sacramento, CA
7676 Hazard Center Drive
San Diego, CA
455 Market Street
San Francisco, CA
1400 Civic Drive
Walnut Creek, CA
COLORADO
1625 Broadway
Denver, CO
CONNECTICUT
185 Asylum Street
Hartford, CT
265 Church Street
New Haven, CT
300 Atlantic Street
Stamford, CT
DELAWARE
222 Delaware Avenue
Wilmington, DE
FLORIDA
4400 N. Federal Highway
Boca Raton, FL
90 Alhambra Plaza
Coral Gables, FL
4090 N. Ocean Boulevard
Ft. Lauderdale, FL
4001 Tamiami Trail, North
Naples, FL
1907 West State Road 434
Orlando, FL
2401 PGA Boulevard
Palm Beach Gardens, FL
8065 Beneva Road
Sarasota, FL
2000 66th Street, North
St. Petersburg, FL
GEORGIA
3525 Piedmont Road, N.E.
Atlanta, GA
1000 Abernathy Road
Atlanta, GA
HAWAII
700 Bishop Street
Honolulu, HI
ILLINOIS
215 East Erie Street
Chicago, IL
One North Franklin
Chicago, IL
540 Lake Cook Road
Deerfield, IL
1415 West 22nd Street
Oak Brook, IL
1700 East Golf Road
Schaumburg, IL
LOUISIANA
201 St. Charles Avenue
New Orleans, LA
MAINE
3 Canal Plaza
Portland, ME
MARYLAND
1 West Pennsylvania Ave.
Towson, MD
7401 Wisconsin Avenue
Bethesda, MD
MASSACHUSETTS
470 Boylston Street
Boston, MA
21 Congress Street
Boston, MA
25 State Street
Boston, MA
300 Granite Street
Braintree, MA
101 Cambridge Street
Burlington, MA
416 Belmont Street
Worcester, MA
MICHIGAN
280 North Woodward Ave.
Birmingham, MI
26955 Northwestern Hwy.
Southfield, MI
MINNESOTA
38 South Sixth Street
Minneapolis, MN
MISSOURI
700 West 47th Street
Kansas City, MO
8885 Ladue Road
Ladue, MO
200 North Broadway
St. Louis, MO
NEW JERSEY
60B South Street
Morristown, NJ
501 Route 17, South
Paramus, NJ
505 Millburn Avenue
Short Hills, NJ
NEW YORK
1050 Franklin Avenue
Garden City, NY
999 Walt Whitman Road
Melville, L.I., NY
71 Broadway
New York, NY
350 Park Avenue
New York, NY
10 Bank Street
White Plains, NY
NORTH CAROLINA
2200 West Main Street
Durham, NC
4611 Sharon Road
Charlotte, NC
OHIO
600 Vine Street
Cincinnati, OH
1903 East Ninth Street
Cleveland, OH
28699 Chagrin Boulevard
Woodmere Village, OH
OREGON
121 S.W. Morrison Street
Portland, OR
PENNSYLVANIA
1735 Market Street
Philadelphia, PA
439 Fifth Avenue
Pittsburgh, PA
TENNESSEE
5100 Poplar Avenue
Memphis, TN
TEXAS
10000 Research Boulevard
Austin, TX
7001 Preston Road
Dallas, TX
1155 Dairy Ashford
Houston, TX
1010 Lamar Street
Houston, TX
2701 Drexel Drive
Houston, TX
400 East Las Colinas Blvd.
Irving, TX
14100 San Pedro
San Antonio, TX
UTAH
215 South State Street
Salt Lake City, UT
VERMONT
199 Main Street
Burlington, VT
VIRGINIA
8180 Greensboro Drive
McLean, VA
WASHINGTON
411 108th Avenue, N.E.
Bellevue, WA
1001 Fourth Avenue
Seattle, WA
WASHINGTON, DC
1775 K Street, N.W.
Washington, DC
WISCONSIN
222 East Wisconsin Avenue
Milwaukee, WI

INVESTMENT ADVISER
Fidelity Management & Research
Company
Boston, MA
OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
Curtis Hollingsworth, Vice President
Arthur S. Loring, Secretary
Stephen P. Jonas, Treasurer
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*
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Co.
Boston, MA
CUSTODIAN
Bank of New York
New York, NY
* INDEPENDENT TRUSTEES
AUTOMATED LINES FOR QUICKEST SERVICE
FIDELITY'S TAXABLE BOND FUNDS
Capital & Income
Ginnie Mae
Global Bond
Government Securities
Intermediate Bond
Investment Grade Bond
Mortgage Securities
New Markets Income
Short-Intermediate Government
Short-Term Bond
Short-Term World Income
Spartan(registered trademark) Ginnie Mae
Spartan Government Income
Spartan High Income
Spartan Investment Grade Bond
Spartan Limited Maturity
Government
Spartan Long-Term Government Bond
Spartan Short-Intermediate
Government
Spartan Short-Term Income
THE FIDELITY
TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Account Balances 1-800-544-7544
Exchanges/Redemptions 1-800-544-7777
Mutual Fund Quotes 1-800-544-8544
Account Assistance 1-800-544-6666
Product Information 1-800-544-8888
Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)
(registered trademark)

SPARTAN(REGISTERED TRADEMARK)

(REGISTERED TRADEMARK)
LONG-TERM GOVERNMENT BOND
FUND
SEMIANNUAL REPORT
JULY 31, 1995
CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on investing
strategies.

PERFORMANCE 4 How the fund has done over time.

FUND TALK 7 The manager's review of fund
performance, strategy and outlook.

INVESTMENT CHANGES 10 A summary of major shifts in the
fund's investments over the past six
months.

INVESTMENTS 11 A complete list of the fund's
investments with their market
values.

FINANCIAL STATEMENTS 12 Statements of assets and liabilities,
operations, and changes in net
assets,
as well as financial highlights.

NOTES 16 Notes to the financial statements.

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, THE
FEDERAL RESERVE BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT TO
INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
NEITHER THE FUND NOR FIDELITY DISTRIBUTORS CORPORATION IS A BANK.
FOR MORE INFORMATION ON ANY FIDELITY FUND, INCLUDING CHARGES AND EXPENSES,
CALL
1-800-544-8888 FOR A FREE PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST
OR SEND MONEY.
PRESIDENT'S MESSAGE

DEAR SHAREHOLDER:
Although there have been positive market indications so far in 1995, no one
can predict what lies ahead for investors. Last year, stocks posted
below-average returns and bonds had one of the worst years in history. This
downturn followed a period in which the investing environment was generally
very positive.
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.
Keeping in mind that the effects of interest rate changes on your bond
investments will only be "paper" gains or losses unless you sell your
shares, staying in your bond fund may be appropriate if your investment
horizon is at least a year or more. The longer your investing time frame,
the more likely it is that you will retain your principal investment
through both up and down markets. For example, a 10-year time frame, such
as saving for a college education, enables you to weather these ups and
downs in a long-term fund, which has higher potential returns. An
intermediate-length fund could be appropriate if your investment horizon is
two to four years, and a short-term bond fund could be the right choice if
you need your money in one or two years.
If your time horizon is less than a year, you might want to consider moving
some of your bond 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.
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.
If you have any questions, please call us at 1-800-544-8888. We stand ready
to provide the information you need to make the investments that are right
for you.
Best regards,
Edward C. Johnson 3d
PERFORMANCE: THE BOTTOM LINE

Spartan Long-Term Government Bond 12.98% 13.38% 65.72%

Lehman Brothers Long-Term Government Bond 13.19% 13.59% n/a
Index

Salomon Brothers Treasury/Agency 10+ Year Index 13.15% 13.87% n/a

Average General U.S. Government Bond Fund 8.04% 8.48% n/a

Consumer Price Index 1.46% 2.76% 14.92%

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, six months, one year, or since the fund
started on September 28, 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 the fund's returns to the Lehman Brothers
Long-Term Government Bond Index or the Salomon Brothers Treasury/Agency
Year 10+ Year Index - both broad measures of the performance of long-term
government bonds. To measure how the fund's performance stacked up against
its peers, you can compare it to the average general U.S. government bond
fund, which reflects the performance of 185 funds with similar objectives
tracked by Lipper Analytical Services over the past six months. These
benchmarks include reinvested dividends and capital gains, if any.
Comparing the fund's performance to the consumer price index (CPI) helps
show how your fund did compared to inflation. (The CPI returns begin on the
month end closest to the fund's start date.)
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED JULY 31, 1995 PAST 1 LIFE OF
YEAR FUND

Spartan Long-Term Government Bond 13.38% 10.99%

Lehman Brothers Long-Term Government Bond Index 13.59% n/a

Salomon Brothers Treasury/Agency 10+ Year Index 13.87% n/a

Average General U.S. Government Bond Fund 8.48% n/a

Consumer Price Index 2.76% 2.92%

AVERAGE ANNUAL TOTAL RETURNS take the fund's actual (or cumulative) return
and show you what would have happened if the fund had performed at a
constant rate each year.
$10,000 OVER LIFE OF FUND
Spartan Long-Term Gsb029
09/30/90 10000.00 10000.00
10/31/90 10380.00 10239.00
11/30/90 10820.00 10653.68
12/31/90 11019.82 10871.01
01/31/91 11140.91 11001.47
02/28/91 11161.10 11030.07
03/31/91 11182.92 11071.98
04/30/91 11367.26 11233.64
05/31/91 11377.50 11220.16
06/30/91 11297.11 11152.83
07/31/91 11484.53 11330.16
08/31/91 11901.01 11708.59
09/30/91 12162.30 12089.12
10/31/91 12151.72 12091.54
11/30/91 12299.79 12162.88
12/31/91 12934.78 12899.95
01/31/92 12587.54 12502.63
02/29/92 12674.35 12577.65
03/31/92 12576.86 12439.29
04/30/92 12631.97 12445.51
05/31/92 12940.61 12774.07
06/30/92 13117.73 12959.30
07/31/92 13543.77 13489.33
08/31/92 13577.41 13598.60
09/30/92 13745.03 13791.70
10/31/92 13505.68 13508.97
11/30/92 13653.85 13572.46
12/31/92 13976.82 13937.56
01/31/93 14343.38 14365.44
02/28/93 14780.90 14850.99
03/31/93 14944.93 14856.93
04/30/93 15017.02 14989.16
05/31/93 15065.07 15031.13
06/30/93 15588.43 15672.96
07/31/93 15893.60 15933.13
08/31/93 16394.09 16576.83
09/30/93 16563.72 16648.11
10/31/93 16737.16 16736.34
11/30/93 16192.06 16301.20
12/31/93 16304.32 16376.19
01/31/94 16751.37 16764.30
02/28/94 15725.78 16095.41
03/31/94 14897.33 15371.11
04/30/94 14586.69 15192.81
05/31/94 14262.54 15097.09
06/30/94 14166.33 14961.22
07/31/94 14616.27 15435.49
08/31/94 14493.56 15322.81
09/30/94 14029.85 14847.80
10/31/94 13974.78 14778.02
11/30/94 14057.38 14862.25
12/31/94 14305.54 15113.43
01/31/95 14667.70 15532.07
02/28/95 15057.73 15963.86
03/31/95 15159.52 16081.99
04/30/95 15428.71 16363.43
05/31/95 16632.97 17661.05
06/30/95 16846.58 17855.32
07/31/95 16573.24 17574.99

$10,000 OVER LIFE OF FUND: Let's say you invested $10,000 in Spartan
Long-Term Government Bond Fund on September 30, 1990, shortly after the
fund started. As the chart shows, by July 31, 1995, the value of your
investment, with dividends reinvested would have grown to $16,573 - a
65.73% increase on your initial investment. This assumes you still owned
the fund on July 31, 1995 and therefore does not include the effect of the
$5 account closeout fee. For comparison, look at how the Salomon Brothers
Treasury/Agency 10+ Year Index did over the same period. With dividends
reinvested, the same $10,000 investment would have grown to $17,575 - a
75.75% increase. Beginning with this report the fund will compare its
performance to the Salomon Brothers Treasury/Agency 10+ Year Index rather
than the Lehman Brothers Long-Term Government Bond Index. Although the
difference in performance between the two indices is small, the Salomon
Brothers Index includes fewer securities and is more straightforward to
monitor on a daily basis. For comparison purposes, both indices are shown
on page 4.
UNDERSTANDING
PERFORMANCE
How a fund did yesterday is
no guarantee of how it will do
tomorrow. Bond prices, for
example, generally move in
the opposite direction of
interest rates. In turn, the
share price, return, and yield
of a fund that invests in
bonds will vary. That means if
you sell your shares during a
market downturn, you might
lose money. But if you can
ride out the market's ups and
downs, you may have a gain.
(checkmark)
TOTAL RETURN COMPONENTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
SIX MONTHS YEARS ENDED JANUARY 31, FROM SEPTEMBER
ENDED 28, 1990 TO
JULY 31,

1995 1995 1994 1993 1992 JANUARY 31, 1991

</TABLE>

Dividend return 3.59% 4.13% 7.14% 7.69% 7.15% 1.01%

Capital appreciation 9.39% -16.58% 9.63% 6.24% 5.82% 10.38%
return

Total return 12.98% -12.45% 16.77% 13.93% 12.97% 11.39%

Dividends per share - 36.00(cents) 58.00(cents)

Annualized dividend rate - 6.52% 5.41%

30-day annualized yield 6.30% - -

DIVIDENDS per share show the income paid by the fund for a set period and
do not reflect any tax reclassifications. If you annualize this number,
based on an average share price of $11.17 over the past six months and
$10.73 over the past year, you can compare the fund's income over these two
periods. The 30-day annualized YIELD is a standard formula for all funds
based on the yields of the bonds in the fund, averaged over the past 30
days. This figure shows you the yield characteristics of the fund's
investments at the end of the period. It also helps you compare funds from
different companies on an equal basis.
FUND TALK: THE MANAGER'S OVERVIEW

An interview with Curt Hollingsworth, Portfolio Manager of Spartan
Long-Term Government Bond Fund
Q. CURT, HOW HAS THE FUND PERFORMED?
A. For the six months ended July 31, 1995, the fund had a total return of
12.98%, compared to 8.04% for the average general U.S. government bond fund
tracked by Lipper Analytical Services, and 13.15% for the Salomon Brothers
Treasury/Agency 10+ Year Index. For the 12 months ended July 31, 1995, the
fund returned 13.38%, compared to 8.48% for the average general U.S.
government bond fund, and 13.87% for the Salomon Brothers index.
Q. WHAT IS MEANT BY TOTAL RETURN?
A. Risk and return are two of the most important aspects of an investment's
performance. When it comes to measuring return, in my opinion total return
is the best figure to look at. Instead of merely watching a fund's share
price - and assuming, for example, that they've lost 5% of their money if
the share price is down 5% over a year - investors are beginning to realize
that they need to take into account the monthly dividends they receive that
offset much of the price decline. Interest income is the main source of
return for a bond fund over the long term. Fortunately, total return is
easy to explain by using a "dollars in, dollars out" example. If someone
invested $100 in this bond fund a year ago and reinvested all dividends and
capital gains, then the investment would be worth $113.38 today. That is
what is meant by a cumulative total return of 13.38%.
Q. WHAT HELPED THE FUND PERFORM
BETTER THAN THE AVERAGE FUND?
A. The funds included in Lipper's U.S. government bond fund category have
an average duration that is much shorter than the duration of this fund.
Duration is a measure of a fund's sensitivity to changes in interest rates.
The longer the duration, the more sensitive a fund is to interest rate
changes. Since many of the funds in the Lipper category aren't focused on
longer-term bonds, their average duration is around five years. However,
this fund, with its long-term focus, has a duration closer to 10 years.
That means the fund is about twice as interest rate-sensitive as many of
the funds it is compared to.
Q. AND INTEREST RATES FELL OVER THE PERIOD?
A. Right. The bond market rallied during the past six months - with yields
falling and prices rising - as it became apparent that the economy was
slowing. Bond investors often perceive a slower economy to be a positive
backdrop, because it usually is an environment in which inflation does not
threaten to erode the value of a bond's fixed-income payments. Looking at
the long end of the yield curve - where you find bonds with 10- to 30-year
maturities - rates dropped as well, but not as much as they did in the one-
to 10-year range. As a result, at the end of July, the yield spread between
10-year and 30-year Treasuries had widened to 0.42% from 0.12% on January
31, 1995. That suggests there was good value in longer-term securities at
the end of the period. An investor was being paid more for assuming the
greater price volatility of longer-term bonds.
Q. HOW ARE YOU POSITIONING THE FUND?
A. The fund continues to be invested in Treasury securities. Most of the
fund's investments are bulleted, or focused, on the highest yielding part
of the yield curve, currently in the 20- to 25-year range. These
investments have benefited the fund in two ways. First, it's intuitively
appealing to own the highest yielding available Treasury issues. Second, if
the yield curve changes shape, it most likely will reshape in such a way
that other issues will increase in yield - and drop in price - to come
closer to these issues. If that happens, the fund should benefit. This part
of the curve will shift at some point, and in a few months perhaps bonds
with maturities a few months shorter or longer will become the highest
yielding issues. When that happens, I'll most likely swap the fund's
investments into those new high-yielding issues.
Q. WHAT ABOUT INVESTMENTS WITH MATURITIES LONGER THAN 25 YEARS?
A. I've underweighted this area, because it typically trades rich, or high
in price in terms of historical levels. In particular, I've not invested in
what are known as "current" 30-year Treasury bonds. These are bonds that
have been on the market for no more than three months. These current bonds
typically trade at lower yields - and higher prices - than 30-year bonds
that have been on the market longer. That's because they're more easily
tradable, making bond traders - who earn money simply by buying and selling
securities - more willing to pay a premium for them. Over the past several
years, as current long bonds have become older, the yields they offer have
grown and their prices have fallen.
Q. WHAT DO YOU SEE LOOKING OUT OVER THE NEXT SIX MONTHS?
A. It's very difficult to predict the direction of interest rates. As a
result, I don't intend to actively manage the fund's duration in
anticipation of interest rate changes. Instead, I will try to manage the
fund so that it will have approximately the same duration as the Salomon
Brothers Treasury/Agency 10+ Year Index. Duration is an estimate of how
sensitive the fund's share price is to a change in comparable interest
rates. Over the next six months, I may add some more bonds to the fund, in
particular long-term federal agency issues. By doing so, I hope to add a
little extra yield to the fund.
NOTE TO SHAREHOLDERS:
On October 1, 1995, Robert Ives will become portfolio manager of Spartan
Long-Term Government Bond Fund. He also manages the Fidelity Advisor
Government Investment, Fidelity Government Securities and Fidelity Advisor
Annuity Government Investment funds - which he has managed since February
1995 - and Spartan Government Income Fund, which he has managed since 1993.
Mr. Ives previously managed Fidelity Mortgage Securities Portfolio,
Fidelity Ginnie Mae Portfolio and Spartan Ginnie Mae Fund. He joined
Fidelity in 1991.
FUND FACTS
GOAL: to provide income
and growth of capital by
investing mainly in securities
issued and guaranteed by
the U.S. government or its
agencies while maintaining
an average maturity of at
least 10 years
START DATE: September
28,1990
SIZE: as of July 31, 1995,
more than $73 million
MANAGER: Curt
Hollingsworth, since 1993;
manager Spartan Limited
Maturity Government Bond
Fund, since 1988; Spartan
Short-Intermediate Government
Fund, since 1992; Fidelity
Short-Intermediate Government
Fund, since 1991;
Fidelity Institutional
Short-Intermediate
Government Portfolio, since
1987; joined Fidelity in 1983
(checkmark)
CURT HOLLINGSWORTH ON
INVESTING IN A LONG-TERM BOND
FUND:
"At the end of July,
shareholders were being
rewarded more for investing
further out on the yield curve
than they were six months ago.
On July 31, 1995, someone
investing in a 30-year Treasury
bond received a 0.42% yield
advantage over someone
investing in a 10-year Treasury
bond. On January 31, 1995,
that yield advantage was only
0.12%.
"At the same time, it's
important to stress that this
fund can have more volatility
than shorter-term bond funds.
The fund has a duration of
about 10 years. That means
- - other things being equal -
if rates rose 1%, the fund's
share price would probably
drop approximately 10%.
"It's crucial for investors in this
fund to have a longer-term
investing horizon. Investors
with a long-term horizon
actually may be exposed to a
different type of risk in a
shorter-term fund -
reinvestment risk, which is the
risk that an investor may not
be able to reinvest short-term
returns at attractive rates.
"This is a long-term
government bond fund. As a
result, its share price is
especially sensitive to interest
rate changes. Investors in the
fund should be clear about
that, and should invest in the
fund for the long haul."
INVESTMENT CHANGES

TOP ISSUERS AS OF JULY 31, 1995
% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS 6 MONTHS AGO

U.S. Treasury 99.5 98.1

Tennessee Valley Authority 0.0 0.9
(U.S. Government Agency)

EXCLUDING REPURCHASE AGREEMENTS.
AVERAGE YEARS TO MATURITY AS OF JULY 31, 1995
6 MONTHS AGO

Years 23.5 22.2

AVERAGE YEARS TO MATURITY IS BASED ON THE AVERAGE TIME UNTIL PRINCIPAL
PAYMENTS ARE EXPECTED FROM EACH OF THE FUND'S BONDS, WEIGHTED BY DOLLAR
AMOUNT.
DURATION AS OF JULY 31, 1995
6 MONTHS AGO

Years 10.3 9.7

DURATION SHOWS HOW MUCH A BOND FUND'S PRICE FLUCTUATES WITH CHANGES IN
COMPARABLE INTEREST RATES. IF RATES RISE 1%, FOR EXAMPLE, A FUND WITH A
FIVE-YEAR DURATION IS LIKELY TO LOSE ABOUT 5% OF ITS VALUE. OTHER FACTORS
ALSO CAN INFLUENCE A BOND FUND'S PERFORMANCE AND SHARE PRICE. ACCORDINGLY,
A BOND FUND'S ACTUAL PERFORMANCE MAY DIFFER FROM THIS EXAMPLE.
ASSET ALLOCATION
AS OF JULY 31, 1995 AS OF JANUARY 31, 1995
Row: 1, Col: 1, Value: 3.0
Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 47.0
Row: 1, Col: 4, Value: 40.0
Row: 1, Col: 1, Value: 3.0
Row: 1, Col: 2, Value: 2.0
Row: 1, Col: 3, Value: 45.0
Row: 1, Col: 4, Value: 40.0
U.S. Treasury
obligations 99.5%
U.S. government
agency obligations 0.0%
Short-term
investments 0.5%
U.S. Treasury
obligations 98.1%
U.S. government
agency obligations 0.9%
Short-term
investments 1.0%
INVESTMENTS JULY 31, 1995 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

U.S. TREASURY OBLIGATIONS - 99.5%
PRINCIPAL VALUE
AMOUNT (NOTE 1)

12 3/4%, 11/15/10 $ 3,400,000 $ 4,936,358
9%, 11/15/18 3,000,000 3,709,680
8 3/4%, 8/15/20 46,025,000 55,783,681
12%, 8/15/23 4,700,000 6,810,582
TOTAL U.S. TREASURY OBLIGATIONS
(Cost $67,248,126) 71,240,301
REPURCHASE AGREEMENTS - 0.5%
MATURITY
AMOUNT
Investments in repurchase agreements
(U.S. Treasury obligations), in a
joint trading account at 5.82%
dated 7/31/95 due 8/1/95 $ 364,059 364,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $67,612,126) $ 71,604,301
INCOME TAX INFORMATION
At July 31, 1995, the aggregate cost of investment securities for income
tax purposes was $67,612,126. Net unrealized appreciation aggregated
$3,992,175, of which $4,100,633 related to appreciated investment
securities and $108,458 related to depreciated investment securities.
At January 31, 1995, the fund had a capital loss carryforward of
approximately $3,935,000 which will expire on January 31, 2003.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
JULY 31, 1995 (UNAUDITED)

ASSETS

Investment in securities, at value (including repurchase $ 71,604,301
agreements of $364,000) (cost $67,612,126) - See
accompanying schedule

Cash 578

Interest receivable 2,252,551

TOTAL ASSETS 73,857,430

LIABILITIES

Payable for fund shares redeemed $ 472,733

Distributions payable 278

Accrued management fee 41,506

TOTAL LIABILITIES 514,517

NET ASSETS $ 73,342,913

Net Assets consist of:

Paid in capital $ 71,018,225

Undistributed net investment income 625,968

Accumulated undistributed net realized gain (loss) (2,296,258)
on investments

Net unrealized appreciation (depreciation) on 3,994,978
investments

NET ASSETS, for 6,367,020 shares outstanding $ 73,342,913

NET ASSET VALUE, offering price and redemption price per $11.52
share ($73,342,913 (divided by) 6,367,020 shares)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
SIX MONTHS ENDED JULY 31, 1995 (UNAUDITED)

INVESTMENT INCOME $ 2,843,337
Interest

EXPENSES

Management fee $ 244,657

Non-interested trustees' compensation 188

Interest 3,595

TOTAL EXPENSES 248,440

NET INVESTMENT INCOME 2,594,897

REALIZED AND UNREALIZED GAIN (LOSS) 1,890,728
Net realized gain (loss) on investment securities

Change in net unrealized appreciation (depreciation) on 4,373,702
investment securities

NET GAIN (LOSS) 6,264,430

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 8,859,327
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
SIX MONTHS YEAR ENDED
ENDED JANUARY 31,
JULY 31,1995 1995
(UNAUDITED)

INCREASE (DECREASE) IN NET ASSETS

Operations $ 2,594,897 $ 3,750,291
Net investment income

Net realized gain (loss) 1,890,728 (4,829,840)

Change in net unrealized appreciation (depreciation) 4,373,702 (6,957,059)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 8,859,327 (8,036,608)
FROM OPERATIONS

Distributions to shareholders (2,536,892) (3,025,880)
From net investment income

From net realized gain - (538,147)

TOTAL DISTRIBUTIONS (2,536,892) (3,564,027)

Share transactions 80,964,620 165,444,920
Net proceeds from sales of shares

Reinvestment of distributions 2,400,228 3,354,463

Cost of shares redeemed (93,825,570) (147,021,095)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING (10,460,722) 21,778,288
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS (4,138,287) 10,177,653

NET ASSETS

Beginning of period 77,481,200 67,303,547

End of period (including undistributed net investment $ 73,342,913 $ 77,481,200
income of $625,968 and $567,963, respectively)

OTHER INFORMATION
Shares

Sold 7,132,808 15,527,302

Issued in reinvestment of distributions 217,349 311,436

Redeemed (8,341,230) (13,764,302)

Net increase (decrease) (991,073) 2,074,436

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
SIX MONTHS YEARS ENDED JANUARY 31, SEPTEMBER 28,
ENDED 1990
JULY 31, 1995 (COMMENCEMENT
OF
OPERATIONS) TO
JANUARY 31,

(UNAUDITED) 1995 1994 C 1993 1992 1991

</TABLE>

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

Net asset value, $ 10.530 $ 12.740 $ 12.130 $ 11.600 $ 11.040 $ 10.000
beginning of
period

Income from .381 D .513 .847 .847 .776 .144
Investment
Operations
Net investment
income

Net realized and .969 (2.093) 1.123 .703 .604 .996
unrealized
gain (loss)

Total from 1.350 (1.580) 1.970 1.550 1.380 1.140
investment
operations

Less Distributions (.360) (.530) (.840) (.840) (.740) (.100)
From net invest-
ment income

From net real- - (.100) (.520) (.180) (.080) -
ized gain on
investments

Total distributions (.360) (.630) (1.360) (1.020) (.820) (.100)

Net asset value, $ 11.520 $ 10.530 $ 12.740 $ 12.130 $ 11.600 $ 11.040
end of period

TOTAL RETURN B 12.99% (12.44) 16.79% 13.95% 12.98 11.41%
% %

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of $ 73,343 $ 77,481 $ 67,304 $ 83,009 $ 62,992 $ 33,833
period (000
omitted)

Ratio of expenses .66% .65% .65% .65% .65 .65%
to average net A, E % A
assets

Ratio of net invest- 6.91% A 5.95% 6.41% 7.35% 7.30 7.26%
ment income to % A
average net
assets

Portfolio turnover 364% A 422% 153% 135% 335 256%
rate % A

</TABLE>

A ANNUALIZED
B TOTAL RETURNS DO NOT INCLUDE THE ACCOUNT CLOSEOUT FEE AND FOR PERIODS OF
LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C EFFECTIVE FEBRUARY 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 INCLUDES INTEREST EXPENSE OF $.001 PER SHARE.
E INCLUDES INTEREST EXPENSE OF .01% OF AVERAGE NET ASSETS.
NOTES TO FINANCIAL STATEMENTS
For the period ended July 31, 1995 (Unaudited)

5. SIGNIFICANT ACCOUNTING POLICIES.
Spartan Long-Term Government Bond Fund (the fund) is a fund of Fidelity
Devonshire Trust (the trust) and is authorized to issue an unlimited number
of shares. The trust is registered under the Investment Company Act of
1940, as amended (the 1940 Act), as an open-end management investment
company organized as a Massachusetts business trust. The following
summarizes the significant accounting policies of the fund:
SECURITY VALUATION. Securities are valued based upon a computerized matrix
system and/or appraisals by a pricing service, both of which consider
market transactions and dealer-supplied valuations. Short-term securities
maturing within sixty days of their purchase date are valued either at
amortized cost or original cost plus accrued interest, both of which
approximate current value. Securities for which market quotations are not
readily available are valued at their fair value as determined in good
faith under consistently applied procedures under the general supervision
of the Board of Trustees.
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. Interest income, which includes accretion of original
issue discount, is accrued as earned.
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned between the
funds in the trust.
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date.
Income and capital gain distributions are determined in accordance with
income tax regulations which may differ from generally accepted accounting
principles. These differences, which may result in distribution
reclassifications, are primarily due to differing treatments for paydown
gains/losses on certain securities, market discount, foreign currency
transactions and losses deferred due to wash sales.
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 may
include temporary book and 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.
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
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.
6. OPERATING POLICIES.
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, and are collateralized by U.S.
Treasury or Federal Agency obligations.
REPURCHASE AGREEMENTS. The fund, through its custodian, receives delivery
of the underlying U.S. Treasury or Federal Agency Securities, the market
value of which is required to be at least equal to the repurchase price.
For term repurchase agreement transactions, the underlying securities are
marked-to-market daily and maintained at a value at least equal to the
repurchase price. The fund's investment adviser, FMR, is responsible for
determining that the value of the underlying securities remains in
accordance with the market value requirements stated above.
7. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of long-term U.S. government and government agency
obligations aggregated $132,710,438 and $141,460,107, respectively.
8. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, FMR pays all expenses,
except the compensation of the non-interested Trustees and certain
exceptions such as interest, taxes, brokerage commissions and extraordinary
expenses. FMR receives a fee that is computed daily at an annual rate of
.65% of the fund's average net assets.
FMR also bears the cost of providing shareholder services to the fund. To
offset the cost of providing these services, FMR or its affiliates collect
certain transaction fees from the fund's shareholders which amounted to
$3,377 for the period.
9. BANK BORROWINGS.
The fund is permitted to have bank borrowings for temporary or emergency
purposes to fund shareholder redemptions. The fund has established
borrowing arrangements with certain banks. Under the most restrictive
arrangement, the fund must pledge to the bank securities having a market
value in excess of 220% of the total bank borrowings. The interest rate on
the borrowings is the bank's base rate, as revised from time to time. The
maximum loan and the average daily loan balances during the periods for
which loans were outstanding amounted to $2,218,000 and $1,434,286,
respectively. The weighted average interest rate was 6.45%.
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OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
Curtis Hollingsworth, Vice President
Fred L. Henning, Jr., Vice President
Arthur S. Loring, Secretary
Kenneth A. Rathgeber, Treasurer
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*
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(2_FIDELITY_LOGOS)SPARTAN(registered trademark)

GOVERNMENT INCOME
FUND
ANNUAL REPORT
APRIL 30, 1995
CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on investing
strategies.

PERFORMANCE 4 How the fund has done over time.

FUND TALK 7 The manager's review of fund
performance, strategy and outlook.

INVESTMENT CHANGES 10 A summary of major shifts in the
fund's investments over the past six
months.

INVESTMENTS 11 A complete list of the fund's
investments with their market
values.

FINANCIAL STATEMENTS 15 Statements of assets and liabilities,
operations, and changes in net
assets,
as well as financial highlights.

NOTES 19 Notes to the financial statements.

REPORT OF INDEPENDENT 21 The auditors' opinion.
ACCOUNTANTS

THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE SUBMITTED FOR
THE GENERAL
INFORMATION OF THE SHAREHOLDERS OF THE FUND. THIS REPORT IS NOT AUTHORIZED
FOR
DISTRIBUTION TO PROSPECTIVE INVESTORS IN THE FUND UNLESS PRECEDED OR
ACCOMPANIED BY
AN EFFECTIVE PROSPECTUS. MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS
OF, OR
GUARANTEED BY, ANY DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY THE
FDIC, THE
FEDERAL RESERVE BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT TO INVESTMENT
RISK,
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL. NEITHER THE FUND NOR FIDELITY
DISTRIBUTORS
CORPORATION IS A BANK. FOR MORE INFORMATION ON ANY FIDELITY FUND, INCLUDING
CHARGES
AND EXPENSES, CALL 1-800-544-8888 FOR A FREE PROSPECTUS. READ IT CAREFULLY
BEFORE YOU
INVEST OR SEND MONEY.
PRESIDENT'S MESSAGE

DEAR SHAREHOLDER:
Although there have been some positive market indications so far in 1995,
no one can predict what lies ahead for investors. Last year, stocks posted
below-average returns and bonds had one of the worst years in history. This
downturn followed a period in which the investing environment was generally
very positive.
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.
Keeping in mind that the effects of interest rate changes on your bond
investments will only be "paper" gains or losses unless you sell your
shares, staying in your bond fund may be appropriate if your investment
horizon is at least a year or more. The longer your investing time frame,
the more likely it is that you will retain your principal investment
through both up and down markets. For example, a 10-year time frame, such
as saving for a college education, enables you to weather these ups and
downs in a long-term fund, which has higher potential returns. An
intermediate-length fund could be appropriate if your investment horizon is
two to four years, and a short-term bond fund could be the right choice if
you need your money in one or two years.
If your time horizon is less than a year, you might want to consider moving
some of your bond 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.
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.
If you have any questions, please call us at 1-800-544-8888. We stand ready
to provide the information you need to make the investments that are right
for you.
Best regards,
Edward C. Johnson 3d
PERFORMANCE: THE BOTTOM LINE

There are several ways to evaluate a fund's historical performance. You can
look at the total percentage change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. Each figure
includes changes in a fund's share price, reinvestment of any dividends (or
income) and capital gains (the profits the fund earns when it sells bonds
that have grown in value), and the effect of the $5 account closeout fee.
You can also look at the fund's income to measure performance.
CUMULATIVE TOTAL RETURNS
PERIODS ENDED APRIL 30, 1995 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

Spartan Government Income 7.31% 50.91% 71.52%

Lehman Brothers Government Bond Index 6.51% 55.76% n/a

Salomon Brothers Treasury/Agency Index 6.50% 55.80% n/a

Average General U.S. Government Bond Fund 5.32% 48.78% n/a

Consumer Price Index 3.05% 17.84% 26.06%

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, one year, five years or since the fund
started on December 20, 1988. 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 the fund's returns to the performance of the
Lehman Brothers Government Bond Index and the Salomon Brothers
Treasury/Agency Index - both broad measures of the performance of U.S.
government bonds. To measure how the fund's performance stacked up against
its peers, you can compare it to the average general U.S. government bond
fund, which reflects the performance of 153 funds with similar objectives
tracked by Lipper Analytical Services over the past 12 months. This
benchmark includes reinvested dividends and capital gains, if any.
Comparing the fund's performance to the consumer price index (CPI) helps
show how your fund did compared to inflation. (The CPI returns begin on the
month end closest to the fund's start date.)
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED APRIL 30, 1995 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

Spartan Government Income 7.31% 8.58% 8.85%

Lehman Brothers Government Bond Index 6.51% 9.27% n/a

Salomon Brothers Treasury/Agency Index 6.50% 9.27% n/a

Average General U.S. Government Bond Fund 5.32% 8.25% n/a

Consumer Price Index 3.05% 3.34% 3.72%

AVERAGE ANNUAL TOTAL RETURNS take the fund's actual (or cumulative) return
and show you what would have happened if the fund had performed at a
constant rate each year.
$10,000 OVER LIFE OF FUND
Spartan GovernmeGovernment Bond
12/31/88 10000.00 10000.00
01/31/89 10175.40 10127.14
02/28/89 10097.77 10044.69
03/31/89 10104.09 10106.16
04/30/89 10313.81 10322.92
05/31/89 10606.34 10566.35
06/30/89 10945.27 10918.90
07/31/89 11196.69 11149.49
08/31/89 10999.20 10961.86
09/30/89 11064.30 11009.01
10/31/89 11349.29 11293.91
11/30/89 11477.31 11403.28
12/31/89 11522.54 11422.54
01/31/90 11374.73 11260.83
02/28/90 11423.41 11283.30
03/31/90 11432.64 11280.83
04/30/90 11290.09 11181.34
05/31/90 11644.07 11493.15
06/30/90 11829.42 11675.10
07/31/90 12017.07 11824.47
08/31/90 11838.33 11659.80
09/30/90 11934.42 11771.63
10/31/90 12100.99 11963.96
11/30/90 12373.82 12229.11
12/31/90 12578.79 12418.22
01/31/91 12724.51 12551.54
02/28/91 12819.09 12623.38
03/31/91 12879.74 12687.57
04/30/91 13014.50 12826.81
05/31/91 13078.93 12876.68
06/30/91 13080.97 12858.41
07/31/91 13251.78 13010.99
08/31/91 13535.40 13312.68
09/30/91 13808.89 13591.90
10/31/91 13957.31 13710.90
11/30/91 14056.63 13848.41
12/31/91 14478.80 14320.21
01/31/92 14300.44 14097.27
02/29/92 14396.78 14152.33
03/31/92 14350.80 14069.62
04/30/92 14452.94 14158.25
05/31/92 14693.76 14419.45
06/30/92 14881.81 14626.10
07/31/92 15120.92 14994.69
08/31/92 15198.56 15134.43
09/30/92 15326.05 15348.48
10/31/92 15148.12 15127.02
11/30/92 15271.77 15100.85
12/31/92 15509.68 15355.14
01/31/93 15678.93 15681.27
02/28/93 15894.54 15995.31
03/31/93 15936.86 16048.88
04/30/93 16060.21 16172.32
05/31/93 16126.32 16154.55
06/30/93 16393.84 16513.02
07/31/93 16488.93 16613.75
08/31/93 16709.99 16984.57
09/30/93 16688.52 17049.50
10/31/93 16720.05 17113.94
11/30/93 16522.77 16926.31
12/31/93 16648.04 16991.73
01/31/94 16896.90 17224.29
02/28/94 16548.51 16859.65
03/31/94 16104.32 16480.43
04/30/94 15876.72 16350.82
05/31/94 15892.04 16329.84
06/30/94 15850.88 16292.31
07/31/94 16166.61 16591.78
08/31/94 16192.41 16594.99
09/30/94 15955.73 16361.19
10/31/94 15947.78 16348.85
11/30/94 15923.80 16318.97
12/31/94 16050.98 16418.22
01/31/95 16365.69 16723.86
02/28/95 16727.36 17083.82
03/31/95 16810.08 17190.96
04/28/95 17039.29 17415.63
$10,000 OVER LIFE OF FUND: Let's say you invested $10,000 in Spartan
Government Income Fund on December 31, 1988, shortly after the fund
started. As the chart shows, by April 30, 1995, the value of your
investment would have grown to $17,039 - a 70.39% increase on your initial
investment. This assumes you still owned the fund on April 30, 1995, and
therefore does not include the effect of the $5 account closeout fee. For
comparison, look at how the Salomon Brothers Treasury/Agency Index did over
the same period. With dividends reinvested, the same $10,000 investment
would have grown to $17,433 - a 74.33% increase. Beginning with this report
the fund will compare its performance to the Salomon Brothers
Treasury/Agency Index rather than the Lehman Brothers Government Bond
Index. Although the difference in performance between the indexes is small,
the Salomon Brothers Treasury/Agency Index includes fewer securities and is
more straightforward to monitor on a daily basis. For comparison purposes,
both indexes are shown on Performance: The Bottom Line, Page 4.
UNDERSTANDING
PERFORMANCE
How a fund did yesterday is no
guarantee of how it will do
tomorrow. Bond prices, for
example, generally move in
the opposite direction of
interest rates. In turn, the
share price, return, and yield of
a fund that invests in bonds
will vary. That means if you
sell your shares during a
market downturn, you might
lose money. But if you can ride
out the market's ups and
downs, you may have a gain.
(checkmark)
TOTAL RETURN COMPONENTS
YEARS ENDED APRIL 30,

1995 1994 1993 1992 1991

Dividend return 7.82% 5.09% 6.81% 8.22% 9.19%

Capital appreciation return -0.51 -6.24% 4.30% 2.82% 6.07%
%

Total return 7.31% -1.15% 11.11% 11.04% 15.26%

Dividends per share 5.46(cents) 41.87(cents) 74.46(cents)

Annualized dividend rate 6.68% 8.66% 7.58%

30-day annualized yield 6.51% - -

DIVIDENDS per share show the income paid by the fund for a set period. If
you annualize this number, based on an average share price of $9.94 over
the past month, $9.75 over the past six months and $9.82 over the past
year, you can compare the fund's income over these three periods. The
30-day annualized YIELD is a standard formula for all funds based on the
yields of the bonds in the fund, averaged over the past 30 days. This
figure shows you the yield characteristics of the fund's investments at the
end of the period. It also helps you compare funds from different companies
on an equal basis.
FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP
A rally starting in mid-November
1994 helped resuscitate the U.S.
bond market, which had been
reeling from several months of
sharply rising interest rates. For
the 12 months ended April 30,
1995, the Lehman Brothers
Aggregate Bond Index - a broad
measure of U.S. taxable bonds -
had a total return of 6.51%. During
the period, the Federal Reserve
Board raised the federal funds
rate - the rate banks charge
each other for overnight loans -
to 6.00%. From March 1994
through October 1994, these
actions, combined with a
strengthening economy,
sparked inflation fears, leading to
a sharp sell-off in the bond
markets. However, from
November 1994 through April
1995 prices in the taxable bond
market rebounded. Investors
gained confidence that the
economy was beginning to slow -
reducing the risk of inflation -
and that the Fed may have been
nearing the end of its interest-rate
increases. Outside of the U.S.,
interest rates in many foreign
markets moved higher - and
prices lower - through 1994,
before rebounding with the U.S.
market during the first four
months of 1995.
An interview with Robert Ives,
Portfolio Manager of Spartan
Government Income Fund
Q. BOB, HOW DID THE FUND PERFORM?
A. Despite a volatile interest rate environment, the fund came through the
past 12 months in relatively good shape. For the year ended April 30, 1995,
the fund had a total return of 7.31%. That topped the average U.S.
government bond fund, which returned 5.32% for the same period, as tracked
by Lipper Analytical Services, and the Salomon Brothers Treasury/Agency
Index, which returned 6.50% for the period.
Q. WHY DID THE FUND DO BETTER THAN THE AVERAGE?
A. I kept the fund's duration - which is a measure of how sensitive its
share price is to changes in interest rates - in line with the bond market
as a whole throughout the year. Essentially what it boils down to is that I
don't make bets on the direction of interest rates. Many other funds of
this type do, and may have been caught by surprise when interest rates
started rising in early 1994 and again when bond yields peaked later in the
year. In my view, it's very difficult to predict where interest rates are
headed. Going forward I'll be measuring the fund's performance more closely
against the Salomon Brothers Treasury/Agency Index, and as a result, will
tend to match the fund's duration with that of the Index. So I'll try to
add value by picking the most attractive sectors and individual issues
within those sectors.
Q. CAN YOU GIVE US AN EXAMPLE?
A. Sure. In general, agency issues have been attractive relative to U.S.
Treasury securities over the past several months. That's because agency
issues offered higher yields than U.S. Treasury securities with similar
maturities. This yield advantage is known as a yield spread. Recently, the
yield spread diminished somewhat. So agency issues added capital
appreciation as well as additional yield to the fund's total return. Within
the agency sector, I focused on AID Israel bonds, issued by the Agency for
International Development, and Guaranteed Export Trust bonds, which are
used to help U.S. exporters. Both types are backed by the full faith and
credit of the United States and as such, carry the same credit rating as
U.S. Treasuries.
Q. THE FUND'S STAKE IN U.S. TREASURY SECURITIES HAS BEEN STEADILY RISING
OVER THE PAST SIX MONTHS. WHAT'S THE REASONING BEHIND THAT MOVE?
A. In the beginning of 1995, the bond market rallied and the yield spread
between U.S. Treasuries and mortgage-backed securities narrowed. As that
occurred, the prices of many mortgage securities rose. I sold many of the
fund's mortgage securities at a profit, and put the proceeds in Treasuries.
Q. WHAT TYPES OF MORTGAGE SECURITIES DO YOU STILL FAVOR?
A. Of the roughly 19% of the fund invested in mortgage-backed securities
at the end of the period, about half were in seasoned mortgages, which
contain mortgage securities that have been outstanding for 10 years or
more. Homeowners who hold these mortgages have had several opportunities to
refinance, but so far haven't done so. For that reason, fewer of the loans
underlying these bonds are likely to be "prepaid," or have their principal
returned to investors before the bonds' maturity dates. Mortgage securities
containing loans that are less likely to prepay early can earn a higher
total return. Seasoned mortgage securities are attractive because they also
offer a yield advantage over U.S. Treasury securities. PAC bonds - planned
amortization class bonds - were another type of mortgage security I favored
during various times during the period. PACs can be difficult to understand
and in 1994 the market overestimated what impact slowing prepayments would
have on them. I bought these bonds at a time when I thought they were
priced inexpensively relative to their value, and they added not only
additional yield to the fund, but capital appreciation as well.
Q. IN HINDSIGHT, DO YOU HAVE ANY REGRETS?
A. Determining when a particular sector is at its exact peak or bottom is
difficult - if not impossible. That said, my timing moving in and out of
sectors didn't always work out exactly as I had anticipated.
Q. CAN THE BOND MARKET CONTINUE ITS RECENT STRONG PERFORMANCE?
A. In my view, it's unclear where the economy goes from here - into a
recession or back to growing at a moderate pace. Consumers drive about
two-thirds of the economy. Their spending has slowed, and what consumers do
going forward will have very important implications for the economy. I'll
be watching economic data over the coming months, trying to see if the
economy is moving one way or the other. That said, it may be difficult for
the bond market going forward to match the returns we've seen so far this
year.

FUND FACTS
GOAL: high current income
by investing mainly in
securities of any maturity
issued or guaranteed by the
U.S. government and its
agencies
START DATE: December 20,
1988
SIZE: as of April 30, 1995,
more than $239 million
MANAGER: Robert Ives, since
1993; manager, Fidelity
Advisor Government
Investment and Fidelity
Advisor Annuity Government
Investment, and Fidelity
Government Securities funds
since February 1995; Fidelity
Mortgage Securities
Portfolio, January 1993 -
August 1993; Fidelity Ginnie
Mae Portfolio, 1993 -
February 1995; Spartan
Ginnie Mae Fund, 1993 -
February 1995; joined Fidelity
in 1991
(checkmark)
ROBERT IVES ON HIS INVESTMENT
PHILOSOPHY:
"I generally don't position the
fund to take advantage of
rising or falling interest rates.
Instead, I keep the fund's
duration - a measure of how
sensitive the fund's share
price is to changes in interest
rates - in line with the bond
market in general. In my view,
finding sectors - and
individual issues within those
sectors - that offer the best
value is the most prudent way
to achieve total return. With
this strategy I try to buy
securities when they are
inexpensive - based on what
I believe to be their actual
value - before the market
comes to the same
conclusion. I look for
opportunities with good
risk/reward trade-offs -
those situations where I feel
there is a combination of low
risk and higher potential for
gain. I also seek to diversify
my investments, so that the
fund's performance is not
overly dependent on the
performance of a particular
type or class of security."
DISTRIBUTIONS
A total of 39.02% of the
dividends distributed during
the fiscal year was derived
from interest on U.S.
government securities that is
generally exempt from state
income tax.
The fund will notify
shareholders in January 1996
of the applicable percentage
for use in preparing 1995
income tax returns.
INVESTMENT CHANGES

COUPON DISTRIBUTION AS OF APRIL 30, 1995
% OF FUND'S INVESTMENTS % OF FUND'S INVESTMENTS
6 MONTHS AGO

Under 6 % 19.5 0.4

6 - 6.99% 8.8 15.8

7 - 7.99% 8.3 19.6

8 - 8.99% 29.8 19.6

9 - 9.99% 22.1 16.3

10 - 10.99% 2.0 6.9

11 - 11.99% 1.5 1.3

12 - 12.99% 5.4 13.5

13% and over 0.5 0.5

Zero Coupon Bonds 0.2 3.5

COUPON DISTRIBUTION SHOWS THE RANGE OF STATED INTEREST RATES ON THE FUND'S
INVESTMENTS, EXCLUDING REPURCHASE AGREEMENTS.
AVERAGE YEARS TO MATURITY AS OF APRIL 30, 1995
6 MONTHS AGO

Years 9.3 10.3

AVERAGE YEARS TO MATURITY IS BASED ON THE AVERAGE TIME UNTIL PRINCIPAL
PAYMENTS ARE EXPECTED FROM EACH OF THE FUND'S BONDS, WEIGHTED BY DOLLAR
AMOUNT.
DURATION AS OF APRIL 30, 1995
6 MONTHS AGO

Years 4.7 5.3

DURATION SHOWS HOW MUCH A BOND FUND'S PRICE FLUCTUATES WITH CHANGES IN
COMPARABLE INTEREST RATES. IF RATES RISE 1%, FOR EXAMPLE, A FUND WITH A
FIVE-YEAR DURATION IS LIKELY TO LOSE ABOUT 5% OF ITS VALUE. OTHER FACTORS
ALSO CAN INFLUENCE A BOND FUND'S PERFORMANCE AND SHARE PRICE. ACCORDINGLY,
A BOND FUND'S ACTUAL PERFORMANCE MAY DIFFER FROM THIS EXAMPLE.
ASSET ALLOCATION
AS OF APRIL 30, 1995 AS OF OCTOBER 31, 1994
Row: 1, Col: 1, Value: 1.9
Row: 1, Col: 2, Value: 14.9
Row: 1, Col: 3, Value: 64.3
Row: 1, Col: 4, Value: 18.9
Mortgage-backed
securities 35.9%**
U.S. government
and government
agency
obligations 48.2%
CMO's and other
mortgage related
securities 13.3%
Other 2.6%
GNMA SECURITIES 12.4%
Mortgage-backed
securities 18.9%*
U.S. government
and government
agency
obligations 64.3%
CMO's and other
mortgage related
securities 14.9%
Other 1.9%
GNMA SECURITIES 1.1%
Row: 1, Col: 1, Value: 2.6
Row: 1, Col: 2, Value: 13.3
Row: 1, Col: 3, Value: 48.2
Row: 1, Col: 4, Value: 35.9
*
**
INVESTMENTS APRIL 30, 1995

Showing Percentage of Total Value of Investment in Securities

U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS - 64.3%
PRINCIPAL VALUE
AMOUNT (NOTE 1)
U.S. TREASURY OBLIGATIONS - 46.8%
8%, 10/15/96 $ 16,607,000 $ 16,952,093
4 3/8%, 11/15/96 18,240,000 17,672,918
7 1/4%, 11/30/96 6,285,000 6,350,804
5 3/8%, 5/31/98 7,100,000 6,827,076
6 1/4%, 2/15/03 830,000 790,318
9%, 11/15/18 23,470,000 27,390,194
8 7/8%, 2/15/19 15,000,000 17,310,900
8 1/8%, 8/15/19 6,505,000 6,965,424
12%, 8/15/23 7,200,000 10,013,616
110,273,343
U.S. GOVERNMENT AGENCY OBLIGATIONS - 17.5%
Federal Home Loan Bank:
7.59%, 12/23/96 270,000 273,670
4.55%, 8/3/98 (callable) 2,500,000 2,364,000
5.92%, 3/18/99 450,000 433,476
Federal Home Loan Mortgage Corp. 6.47%, 7/7/97 430,000 426,842
Federal National Mortgage Association:
5.24%, 7/15/98 4,870,000 4,617,369
4.70%, 9/10/98 590,000 548,654
4.94%, 10/30/98 600,000 560,625
0%, 11/30/99 606,000 438,435
Government Trust Certificates (assets of Trust guaranteed by
U.S. government through Defense Security Assistance
Agency):
Class 1-C, 9 1/4%, 11/15/01 2,825,000 3,032,553
Class T-2, 9 5/8%, 5/15/02 2,330,000 2,517,868
Government Trust Certificates, (assets of Trust guaranteed by
U.S. Government through Export-Import Bank):
Series 1992-A, 7.02%, 9/1/04 845,500 838,292
Series 1994-F, 8.178%, 12/15/04 13,810,673 14,254,189
Private Export Funding Corp. 5.65%, 3/15/03 280,000 264,765
State of Israel (guaranteed by U.S. Government through
Agency for International Development)
4 7/8%, 9/15/98 1,060,000 993,088
8%, 11/15/01 6,000,000 6,220,440
6 1/8%, 3/15/03 1,200,000 1,116,750
8 1/2%, 4/1/06 780,000 828,750
Student Loan Marketing Association 8.14%, 10/15/03 650,000 678,361
U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS - CONTINUED
PRINCIPAL VALUE
AMOUNT (NOTE 1)
U.S. GOVERNMENT AGENCY OBLIGATIONS - CONTINUED
Tennessee Valley Authority 8 1/4%, 11/15/96 $ 570,000 $ 582,648
Twelve Federal Land Banks 7.95%, 10/21/96 290,000 295,075
41,285,850
TOTAL U.S. GOVERNMENT AND
GOVERNMENT AGENCY OBLIGATIONS
(Cost $149,953,369) 151,559,193
U.S. GOVERNMENT AGENCY - MORTGAGE-BACKED SECURITIES - 18.9%
FEDERAL HOME LOAN MORTGAGE CORPORATION - 13.5%
6 1/2%, 5/1/08 1,157,296 1,109,188
7 1/2%, 6/1/07 892,776 881,385
8%, 2/1/17 to 3/1/17 1,536,674 1,528,944
8 1/2%, 7/1/08 to 11/1/19 2,481,446 2,523,972
9%, 8/1/08 to 4/1/20 2,484,929 2,564,169
9 1/2%, 6/1/09 to 8/1/24 14,719,735 15,294,224
10%, 3/1/10 to 8/1/21 4,338,165 4,649,154
10 1/2%, 10/1/15 to 1/1/16 146,169 156,687
12%, 9/1/03 to 12/1/15 243,275 264,393
12 1/4%, 3/1/11 to 11/1/15 679,274 736,835
12 1/2%, 2/1/14 to 6/1/19 1,330,808 1,471,196
13%, 12/1/97 to 6/1/16 532,983 591,356
13 1/2%, 10/1/11 1,175 1,323
31,772,826
FEDERAL NATIONAL MORTGAGE ASSOCIATION - 4.3%
6 1/2%, 1/1/24 960 887
7%, 11/1/06 568,431 554,954
7.778%, 7/1/01 5,000,000 5,075,000
8 1/4%, 12/1/01 1,994,737 2,062,059
11%, 8/1/10 1,096,596 1,189,104
11 1/4%, 5/1/14 489,152 529,566
12 1/2%, 3/1/16 156,323 173,518
13%, 9/1/13 100,873 112,978
13 1/2%, 5/1/11 to 11/1/14 317,216 356,868
10,054,934
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION - 1.1%
7 1/2%, 3/15/17 to 6/15/23 941,864 930,617
8 1/2%, 1/15/06 to 7/15/08 261,824 272,539
9 1/2%, 6/15/09 to 11/15/09 1,167,550 1,239,031
U.S. GOVERNMENT AGENCY - MORTGAGE-BACKED SECURITIES - CONTINUED
PRINCIPAL VALUE
AMOUNT (NOTE 1)
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION - CONTINUED
10%, 1/15/16 $ 5,851 $ 6,320
11%, 4/15/13 to 6/15/13 73,919 81,495
11 1/2%, 4/15/10 to 4/15/13 97,597 108,576
13 1/2%, 7/15/11 96,286 109,044
2,747,622
TOTAL U.S. GOVERNMENT AGENCY -
MORTGAGE-BACKED SECURITIES
(Cost $44,606,556) 44,575,382
COLLATERALIZED MORTGAGE OBLIGATIONS - 13.1%
PRIVATE SPONSOR - 0.2%
DLJ Acceptance Trust planned amortization class,
Series 1989, Class 1-F, 11%, 8/1/19 416,415 448,426
U.S. GOVERNMENT AGENCY - 12.9%
Federal Home Loan Mortgage Corporation:
planned amortization class:
Series 1417-C, 5 3/8%, 6/15/01 1,250,000 1,227,539
Series 1485-C, 5%, 9/15/01 1,800,000 1,737,844
Series 1475-D, 5.85%, 10/15/02 2,000,000 1,931,875
Series 1515-D, 6%, 9/15/05 4,000,000 3,795,625
Series 1380-K, 6 3/4%, 10/15/07 2,500,000 2,378,125
sequential pay Series 1353 Class A, 5 1/2%, 11/15/04 202,095 193,000
Federal National Mortgage Association:
planned amortization class:
Series 1992, Class 155-D, 6.20%, 11/25/01 500,000 486,328
Series 1992, Class 193-D, 5 3/4%, 12/25/01 3,900,000 3,753,750
Series 1992, Class 151-E, 6%, 5/25/04 6,155,000 5,919,379
Series 1993, Class 18-PC, 5 1/2%, 3/25/01 2,065,000 2,023,377
Series 1993-28, Class PD, 5 1/4%, 10/25/01 1,000,000 970,000
Z Bond Series 1987-2, 11%, 11/25/17 1,126,336 1,223,834
U.S. Department of Veteran's Affairs Vendee Mortgage Trust
sequential pay Series 1993-3, Class 2-E, 6%, 11/15/16 5,500,000 4,713,672
30,354,348
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS
(Cost $30,827,564) 30,802,774
COMMERCIAL MORTGAGE SECURITIES - 1.8%
PRINCIPAL VALUE
AMOUNT (NOTE 1)
Federal National Mortgage Association commercial
Series 1994-M3, Class A, 7.71%, 4/1/06
(Cost $4,201,485) $ 4,272,244 $ 4,310,293
REPURCHASE AGREEMENTS - 1.9%
MATURITY
AMOUNT
Investments in repurchase agreements
(U.S. Treasury obligations) in a joint
trading account at 5.93%, dated
4/28/95 due 5/1/95 $ 4,459,203 4,457,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $234,045,974) $ 235,704,642
INCOME TAX INFORMATION
At April 30, 1995, the aggregate cost of investment securities for income
tax purposes was $234,326,783. Net unrealized appreciation aggregated
$1,377,859, of which $2,820,397 related to appreciated investment
securities and $1,442,538 related to depreciated investment securities.
At April 30, 1995, the fund had a capital loss carryforward of
approximately $13,235,000 all of which will expire on April 30, 2003.
The fund has elected to defer to its fiscal year ending April 30, 1996
$5,411,453 of losses recognized during the period November 1, 1994 to April
30, 1995.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
APRIL 30, 1995

ASSETS

Investment in securities, at value (including repurchase $ 235,704,642
agreements of $4,457,000) (cost $234,045,974) -
See accompanying schedule

Cash 851

Receivable for investments sold 474,069

Interest receivable 4,113,181

TOTAL ASSETS 240,292,743

LIABILITIES

Payable for fund shares redeemed $ 55,927

Distributions payable 207,990

Accrued management fee 129,730

TOTAL LIABILITIES 393,647

NET ASSETS $ 239,899,096

Net Assets consist of:

Paid in capital $ 258,371,102

Distributions in excess of net investment income (1,315,256)

Accumulated undistributed net realized gain (loss) on (18,815,418)
investments

Net unrealized appreciation (depreciation) on 1,658,668
investments

NET ASSETS, for 24,120,697 shares outstanding $ 239,899,096

NET ASSET VALUE, offering price and redemption price per $9.95
share ($239,899,096 (divided by) 24,120,697 shares)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED APRIL 30, 1995

INVESTMENT INCOME $ 20,153,570
Interest

EXPENSES

Management fee $ 1,638,449

Non-interested trustees' compensation 1,265

TOTAL EXPENSES 1,639,714

NET INVESTMENT INCOME 18,513,856

REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on:

Investment securities (12,943,294)

Futures contracts (79,969) (13,023,263)

Change in net unrealized appreciation (depreciation) on:

Investment securities 11,319,515

Delayed delivery commitments (175,910) 11,143,605

NET GAIN (LOSS) (1,879,658)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 16,634,198
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED YEAR ENDED
APRIL 30, APRIL 30,
1995 1994

INCREASE (DECREASE) IN NET ASSETS

Operations $ 18,513,856 $ 26,977,562
Net investment income

Net realized gain (loss) (13,023,263) (6,693,220)

Change in net unrealized appreciation (depreciation) 11,143,605 (18,819,747)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 16,634,198 1,464,595
FROM OPERATIONS

Distributions to shareholders (17,802,636) (21,081,236)
From net investment income

In excess of net investment income (1,156,874) -

From net realized gain - (3,856,086)

In excess of net realized gain - (6,127,536)

TOTAL DISTRIBUTIONS (18,959,510) (31,064,858)

Share transactions 36,150,573 76,411,385
Net proceeds from sales of shares

Reinvestment of distributions 15,816,845 26,884,876

Cost of shares redeemed (96,396,776) (244,767,610)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING (44,429,358) (141,471,349)
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS (46,754,670) (171,071,612)

NET ASSETS

Beginning of period 286,653,766 457,725,378

End of period (including under (over) distribution of net $ 239,899,096 $ 286,653,766
investment income of $(1,315,256) and $1,429,535,
respectively)

OTHER INFORMATION
Shares

Sold 3,685,770 7,048,083

Issued in reinvestment of distributions 1,612,595 2,500,119

Redeemed (9,835,808) (22,782,018)

Net increase (decrease) (4,537,443) (13,233,816)

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
YEARS ENDED APRIL 30,

1995 1994 1993 1992 1991

SELECTED PER-SHARE DATA

Net asset value, beginning $ 10.000 $ 10.930 $ 10.900 $ 10.640 $ 10.030
of period

Income from Investment .640 .624 .784 .846 .870
Operations
Net investment income

Net realized and unrealized .055 C (.720) .370 .294 .610
gain (loss)

Total from investment .695 (.096) 1.154 1.140 1.480
operations

Less Distributions (.700) (.574) (.704) (.840) (.870)
From net investment income

In excess of net investment (.045) - - - -
income

From net realized gain - (.100) (.420) (.040) -
on investments

In excess of net realized gain - (.160) - - -
on investments

Total distributions (.745) (.834) (1.124) (.880) (.870)

Net asset value, end of period $ 9.950 $ 10.000 $ 10.930 $ 10.900 $ 10.640

TOTAL RETURN A, B 7.32 (1.14) 11.12 11.05 15.27
% % % % %

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 240 $ 287 $ 458 $ 483 $ 430
(in millions)

Ratio of expenses to average .65 .65 .65 .65 .53
net assets % % % % %

Ratio of expenses to average net .65 .65 .65 .65 .65
assets before expense % % % % %
reductions

Ratio of net investment income 7.34 6.79 7.11 7.77 8.35
to average net assets % % % % %

Portfolio turnover rate 303 354 170 59 96
% % % % %

</TABLE>

A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
B TOTAL RETURNS DO NOT INCLUDE THE ACCOUNT CLOSEOUT FEE.
C THE AMOUNT SHOWN FOR A SHARE OUTSTANDING DOES NOT CORRESPOND WITH THE
AGGREGATE NET LOSS ON INVESTMENTS FOR THE PERIOD ENDED DUE TO THE TIMING OF
SALES AND REPURCHASES OF FUND SHARES IN RELATION TO FLUCTUATING MARKET
VALUES OF THE INVESTMENTS OF THE FUND.
NOTES TO FINANCIAL STATEMENTS
For the period ended April 30, 1995

10. SIGNIFICANT ACCOUNTING
POLICIES.
Spartan Government Income Fund (the fund) is a fund of Fidelity
Fixed-Income Trust (the trust) and is authorized to issue an unlimited
number of shares. The trust is registered under the Investment Company Act
of 1940, as amended (the 1940 Act), as an open-end management investment
company organized as a Massachusetts business trust. The following
summarizes the significant accounting policies of the fund:
SECURITY VALUATION. Securities are valued based upon a computerized matrix
system and/or appraisals by a pricing service, both of which consider
market transactions and dealer-supplied valuations. Short-term securities
maturing within sixty days of their purchase date are valued either at
amortized cost or original cost plus accrued interest, both of which
approximate current value. Securities for which market quotations are not
readily available are valued at their fair value as determined in good
faith under consistently applied procedures under the general supervision
of the Board of Trustees.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes all of its taxable income for its fiscal
year. The schedule of investments includes information regarding income
taxes under the caption "Income Tax Information."
INVESTMENT INCOME. Interest income, which includes accretion of original
issue discount, is accrued as earned.
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are declared daily and paid
monthly from net investment income. Distributions from realized gains, if
any, are recorded on the ex-dividend date.
Income and capital gain distributions are determined in accordance with
income tax regulations which may differ from generally accepted accounting
principles. These differences, which may result in distribution
reclassifications, are primarily due to differing treatments for paydown
gains/losses on certain securities, futures and options transactions,
market discount, and losses deferred due to wash sales, and excise tax
regulations.
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). Distributions in excess of net investment
income and accumulated undistributed net realized gain (loss) on
investments may include temporary book and tax basis differences that 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.
11. OPERATING POLICIES.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (the SEC), 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, and are collateralized
by U.S. Treasury or Federal Agency obligations.
REPURCHASE AGREEMENTS. The fund, through its custodian, receives delivery
of the underlying securities, whose market value is required to be at least
102% of the resale price at the time of purchase. FMR, the fund's
investment adviser, is responsible for determining that the value of these
underlying securities remains at least equal to the resale price.
FUTURES CONTRACTS AND OPTIONS.
The fund may use futures and options contracts to manage its exposure to
the bond market and to fluctuations in interest rates. Buying futures,
writing puts, and buying calls tend to increase the fund's exposure to the
underlying instrument. Selling futures, buying puts, and writing calls tend
to decrease the fund's exposure to the underlying instrument, or hedge
other fund investments. Losses may arise from changes in the value of the
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. Exchange-traded
options are valued using the last sale price or, in the absence of a sale,
the last offering price. Options traded over-the-counter are valued using
dealer-supplied valuations.
12. PURCHASES AND SALES
OF INVESTMENTS.
Purchases and sales of long-term U.S. government and government agency
obligations aggregated $734,429,175 and $774,722,763, respectively.
The market value of futures contracts opened and closed during the period
amounted to $7,426,109 and $7,346,141, respectively.
13. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, FMR pays all expenses,
except the compensation of the non-interested Trustees and certain
exceptions such as interest, taxes, brokerage commissions and extraordinary
expenses. FMR receives a fee that is computed daily at an annual rate of
.65% of the fund's average net assets.
FMR also bears the cost of providing shareholder services to the fund. To
offset the cost of providing these services, FMR or its affiliates collect
certain transaction fees from the fund's shareholders which amounted to
$9,480 for the period.
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Fixed-Income Trust and the Shareholders of
Spartan Government Income Fund:
We have audited the accompanying statement of assets and liabilities of
Fidelity Fixed-Income Trust: Spartan Government Income Fund, including the
schedule of portfolio investments, as of April 30, 1995, and the related
statement of operations for the year then ended, the statement of changes
in net assets for each of the two years in the period then ended and the
financial highlights for each of the five years in the period then ended.
These financial statements and financial highlights are the responsibility
of the fund's management. Our responsibility is to express an opinion on
these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of April 30, 1995 by correspondence with the custodian
and brokers. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of Fidelity Fixed-Income Trust: Spartan Government Income Fund as of April
30, 1995, the results of its operations for the year then ended, the
changes in its net assets for each of the two years in the period then
ended, and the financial highlights for each of the five years in the
period then ended, in conformity with generally accepted accounting
principles.
/s/ COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
June 8, 1995
TO CALL FIDELITY

FOR FUND INFORMATION AND QUOTES
The Fidelity Telephone Connection offers you special automated telephone
services for quotes and balances. The services are easy to use,
confidential and quick. All you need is a Touch Tone telephone.
YOUR PERSONAL IDENTIFICATION NUMBER
(PIN)
The first time you call one of our automated telephone services, we'll ask
you
to set up your Personal Identification
Number (PIN). The PIN assures that
only you have automated telephone
access to your account information.
Please have your Customer Number
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you'll need it to establish your PIN. If
you would ever like to change your PIN, just choose the "Change your
Personal
Identification Number" option when
you call. If you forget your PIN, please
call a Fidelity representative at 1-800-
544-6666 for assistance.

(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC
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2.
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3.
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5.
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* WHEN YOU CALL THE QUOTES LINE, PLEASE REMEMBER THAT A FUND'S YIELD AND
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YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. THERE IS NO
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MONEY MARKET FUNDS WILL BE ABLE TO MAINTAIN A STABLE $1 SHARE PRICE; AN
INVESTMENT IN
A MONEY MARKET FUND IS NOT INSURED OR GUARANTEED BY THE U.S. GOVERNMENT.
TOTAL
RETURNS ARE HISTORICAL AND INCLUDE CHANGES IN SHARE PRICE, REINVESTMENT OF
DIVIDENDS
AND CAPITAL GAINS, AND THE EFFECTS OF ANY SALES CHARGES.
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If more than one address is listed, please locate the address that is
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you written confirmation upon completion of your request.
(LETTER_GRAPHIC)(LETTER_GRAPHIC)MAKING CHANGES
TO YOUR ACCOUNT
(such as changing name, address, bank, etc.)
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002
(LETTER_GRAPHIC)(LETTER_GRAPHIC)FOR NON-RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003
OVERNIGHT EXPRESS
Fidelity Investments
100 Crosby Parkway - KP2C
Covington, KY 41015-4399
SELLING SHARES
Fidelity Investments
P.O. Box 193
Boston, MA 02210-0193
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
Fidelity Investments
P.O. Box 30281
Salt Lake City, UT 84130-0281
OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions
World Trade Center
164 Northern Avenue
Boston, MA 02210
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 193
Boston, MA 02210-0193
(LETTER_GRAPHIC)(LETTER_GRAPHIC)FOR RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003
SELLING SHARES
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
INVESTMENT ADVISER
Fidelity Management & Research
Company
Boston, MA
OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
Arthur S. Loring, Secretary
Stephen P. Jonas, Treasurer
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*
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Co.
Boston, MA
CUSTODIAN
The Bank of New York
New York, NY
FIDELITY'S TAXABLE BOND FUNDS
Capital & Income
Ginnie Mae
Global Bond
Government Securities
Intermediate Bond
Investment Grade Bond
Mortgage Securities
New Markets Income
Short-Intermediate Government
Short-Term Bond
Short-Term World Income
Spartan(Registered trademark) Ginnie Mae
Spartan Government Income
Spartan High Income
Spartan Investment Grade Bond
Spartan Limited Maturity Government
Spartan Long-Term Government Bond
Spartan Short-Intermediate Government
Spartan Short-Term Income
THE FIDELITY
TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Account Balances 1-800-544-7544
Exchanges/Redemptions 1-800-544-7777
Mutual Fund Quotes 1-800-544-8544
Account Assistance 1-800-544-6666
Product Information 1-800-544-8888
Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)
(registered trademark)
* INDEPENDENT TRUSTEES
AUTOMATED LINES FOR QUICKEST SERVICE
(2_FIDELITY_LOGOS)SPARTAN(registered trademark)

GOVERNMENT INCOME
FUND
SEMIANNUAL REPORT
OCTOBER 31, 1995
CONTENTS

PRESIDENT'S MESSAGE 3 Ned Johnson on investing
strategies.

PERFORMANCE 4 How the fund has done over time.

FUND TALK 7 The manager's review of fund
performance, strategy and outlook.

INVESTMENT CHANGES 10 A summary of major shifts in the
fund's investments over the past six
months.

INVESTMENTS 11 A complete list of the fund's
investments with their market
values.

FINANCIAL STATEMENTS 16 Statements of assets and liabilities,
operations, and changes in net
assets,
as well as financial highlights.

NOTES 20 Notes to the financial statements.

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 FUND, INCLUDING CHARGES AND EXPENSES,
CALL
1-800-544-8888 FOR A FREE PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST
OR SEND MONEY.
PRESIDENT'S MESSAGE

DEAR SHAREHOLDER:
Although the markets have been fairly positive this year, no one can
predict what lies ahead for investors. Last year, stocks posted
below-average returns and bonds had one of the worst years in history. This
downturn followed a period in which the investing environment was generally
very positive.
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.
Keeping in mind that the effects of interest rate changes on your bond
investments will only be "paper" gains or losses unless you sell your
shares, staying in your bond fund may be appropriate if your investment
horizon is at least a year or more. The longer your investing time frame,
the more likely it is that you will retain your principal investment
through both up and down markets. For example, a 10-year time frame, such
as saving for a college education, enables you to weather these ups and
downs in a long-term fund, which has higher potential returns. An
intermediate-length fund could be appropriate if your investment horizon is
two to four years, and a short-term bond fund could be the right choice if
you need your money in one or two years.
If your time horizon is less than a year, you might want to consider moving
some of your bond 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.
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.
If you have any questions, please call us at 1-800-544-8888. We stand ready
to provide the information you need to make the investments that are right
for you.
Best regards,
Edward C. Johnson 3d
PERFORMANCE: THE BOTTOM LINE

There are several ways to evaluate a fund's historical performance. You can
look at the total percentage change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. A fund's total
return includes changes in a fund's share price, reinvestment of any
dividends (or income) and capital gains (the profits the fund earns when it
sells bonds that have grown in value), and the effect of the $5 account
closeout fee on an average sized account. You can also look at the fund's
income to measure performance. If Fidelity had not reimbursed certain fund
expenses, the past five years and life of fund total returns would have
been lower.
CUMULATIVE TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1995 PAST 6 PAST 1 PAST 5 LIFE OF
MONTHS YEAR YEARS FUND

Spartan Government Income 8.22% 15.63% 52.39% 85.64%

Salomon Brothers Treasury/Agency Index 8.34% 15.45% 57.76% n/a

Average General U.S. Government Bond 7.78% 14.70% 51.19% n/a
Fund

Consumer Price Index 1.18% 2.81% 15.13% 27.55%

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, six months, one year, five years or since
the fund started on December 20, 1988. 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 the fund's returns to the
performance of the Salomon Brothers Treasury/Agency Index - a broad measure
of the performance of U.S. government bonds. To measure how the fund's
performance stacked up against its peers, you can compare it to the average
general U.S. government bond fund, which reflects the performance of 185
funds with similar objectives tracked by Lipper Analytical Services over
the past six months. This benchmark includes reinvested dividends and
capital gains, if any. Comparing the fund's performance to the consumer
price index (CPI) helps show how your fund did compared to inflation. (The
CPI returns begin on the month end closest to the fund's start date.)
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1995 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

Spartan Government Income 15.63% 8.79% 9.43%

Salomon Brothers Treasury/Agency Index 15.45% 9.55% n/a

Average General U.S. Government Bond Fund 14.70% 8.59% n/a

Consumer Price Index 2.81% 2.86% 3.62%

$10,000 OVER LIFE OF FUND: Let's say you invested $10,000 in Spartan
Government Income Fund on December 31, 1988, shortly after the fund
started. As the chart shows, by October 31, 1995, the value of your
investment would have grown to $18,442 - an 84.42% increase on your initial
investment. This assumes you still owned the fund on October 31, 1995, and
therefore does not include the effect of the $5 account closeout fee on an
average sized account. For comparison, look at how the Salomon Brothers
Treasury/Agency Index did over the same period. With dividends reinvested,
the same $10,000 investment would have grown to $18,893 - an 88.93%
increase.
UNDERSTANDING
PERFORMANCE
How a fund did yesterday is no
guarantee of how it will do
tomorrow. Bond prices, for
example, generally move in
the opposite direction of
interest rates. In turn, the
share price, return, and yield of
a fund that invests in bonds
will vary. That means if you
sell your shares during a
market downturn, you might
lose money. But if you can ride
out the market's ups and
downs, you may have a gain.
(checkmark)
TOTAL RETURN COMPONENTS
SIX MONTHS YEARS ENDED APRIL 30,
ENDED
OCTOBER 31,

1995 1995 1994 1993 1992 1991

Dividend return 3.41% 7.82% 5.09% 6.81% 8.22% 9.19%

Capital appreciation 4.81% -0.51% -6.24% 4.30% 2.82% 6.07%
return

Total return 8.22% 7.31% -1.15% 11.11% 11.04% 15.26%

DIVIDEND returns and capital appreciation returns are both part of a bond
fund's total return. A dividend return reflects the actual dividends paid
by the fund. A capital appreciation return reflects both the amount paid by
the fund to shareholders as capital gain distributions and changes in the
fund's share price. Both returns assume the dividends or gains are
reinvested. Capital appreciation and total returns include the effect of
the $5 account closeout fee on an average sized account.
DIVIDENDS AND YIELD
PERIODS ENDED OCTOBER 31, 1995 PAST PAST 6 PAST
MONTH MONTHS YEAR

Dividends per share 5.49(cents) 33.03(cents) 74.90(cents)

Annualized dividend rate 6.22% 6.38% 7.48%

30-day annualized yield 5.84% - -

DIVIDENDS per share show the income paid by the fund for a set period. If
you annualize this number, based on an average share price of $10.39 over
the past month, $10.27 over the past six months and $10.01 over the past
year, you can compare the fund's income over these three periods. The
30-day annualized YIELD is a standard formula for all funds based on the
yields of the bonds in the fund, averaged over the past 30 days. This
figure shows you the yield characteristics of the fund's investments at the
end of the period. It also helps you compare funds from different companies
on an equal basis.
FUND TALK: THE MANAGER'S OVERVIEW

An interview with Robert Ives, Portfolio Manager of Spartan Government
Income Fund
Q. SO, BOB, HOW DID THE FUND DO DURING THE SEMIANNUAL PERIOD?
A. Pretty well. For the six-month period ended October 31, 1995, the fund
had a total return of 8.22%. That topped the average U.S. government bond
fund, which returned 7.78% for the same period, as tracked by Lipper
Analytical Services. The fund's benchmark, the Salomon Brothers
Treasury/Agency Index, returned 8.34% for the period.
Q. IT APPEARS THE BOND MARKET CONTINUED TO PERFORM WELL . . .
A. Yes, it certainly did. Economic growth has slowed noticeably as 1995 has
progressed. This slowing of growth caused the bond market to rally as
inflation fears, which are sparked by signs of growth, waned. That caused a
general drop in interest rates, particularly in the longer maturity bonds
of the yield curve. In fact, the yield curve has flattened dramatically.
Q. WHAT AREAS OF THE BOND MARKET HELPED THE FUND THE MOST?
A. The chief reason for the very strong performance of the fund was its
position in U.S. Treasury bonds. In a bond rally, the greatest price
appreciation usually comes from the bonds with the longer maturities.
Therefore, the fund's Treasury holdings with maturities of 10 years or more
tended to help the most. The fund's holdings in
U.S. government agencies - such as Fannie Mae - performed well in the
period, as did most collateralized mortgage obligations or CMOs held by the
fund.
Q. WHAT INVESTMENTS DOES THE FUND HOLD IN THE CMO MARKET?
A. Planned amortization class bonds, or PACs, which are a class of CMOs.
PACs are known for the greater predictability of their cash flow relative
to the more common mortgage pass-through security. In the mortgage-backed
securities market, investors fear prepayment risk, or the possibility that
these securities' underlying pool of mortgages will be paid off early and
force bond holders to invest at less attractive rates. Because of certain
financial characteristics, PACs tend to lessen these risks. Earlier this
year, I bought these securities because their yields were much greater than
Treasury note yields. Today, I'm reducing the fund's position in PACs
because they have performed well relative to Treasuries and are not likely
to continue to do so.
Q. WERE THERE ANY DISAPPOINTMENTS?
A. Sure. While some PAC bonds performed well during the period, most
mortgage pass-through securities did not perform as well as Treasury
securities.
Q. WHAT ARE PASS-THROUGH SECURITIES, AND WHY DID THEY UNDERPERFORM
TREASURIES?
A. Mortgage pass-through securities - such as Ginnie Maes - represent
pooled mortgages whose principal and interest payments are "passed-through"
by Ginnie Mae to investors. As discussed before, when interest rates fall,
investors in mortgage-related securities fear increases in the prepayment
rates of the securities' underlying mortgages. Over the fund's reporting
period, increasing prepayment fears caused the prices of mortgage
pass-throughs to lag Treasury bonds.
Q. EARLIER, YOU DISCUSSED PREPAYMENT RISK. DO YOU ANTICIPATE LOWERING THE
FUND'S EXPOSURE TO MORTGAGE-BACKED SECURITIES BECAUSE OF PREPAYMENT RISKS?
A. If anything, I would consider adding to the fund's mortgage position. In
the past few months, mortgage securities have become even more attractive
as prepayment fears have been priced into the market and made mortgages
cheap relative to Treasuries. Should fears escalate, it could signal a
buying opportunity. That said, there are ways that I've attempted to limit
prepayment risk while still owning mortgage securities.
Q. SPECIFICALLY, HOW HAVE YOU DONE THAT?
A. I've done this by owning shorter duration CMOs and higher-coupon
seasoned mortgages - or those containing mortgage securities that have been
outstanding for 10 years or more. Fewer of these securities are likely to
have their mortgages paid off early.
Q. HOW IS THE FUND CURRENTLY STRUCTURED?
A. The fund currently has large positions in mortgage-backed securities,
U.S. government agencies and CMOs. In general, over the past few months
mortgage securities have come to offer a significant yield advantage over
Treasuries. During that time, rising prepayment fears have been priced in
the mortgage-related markets - thus making them cheap relative to
Treasuries. Additionally, the fund's duration - or its price sensitivity to
a given change in interest rates - is approximately that of the overall
market.
Q. WHAT'S YOUR MARKET OUTLOOK, BOB?
A. I think the most important thing in the next few months is the budget
situation in Washington. If the White House and Congress can make some
headway, I think it will be very positive for the bond market and it might
lead the Federal Reserve to ease short-term interest rates. That said,
however, it is unlikely investors will see the same stellar performance in
the bond market next year as we have seen in 1995.

FUND FACTS
GOAL: high current income
by investing mainly in
securities of any maturity
issued or guaranteed by the
U.S. government and its
agencies
START DATE: December 20,
1988
SIZE: as of October 31, 1995,
more than $245 million
MANAGER: Robert Ives, since
1993; manager, Fidelity
Advisor Government
Investment and Fidelity
Advisor Annuity Government
Investment, and Fidelity
Government Securities funds
since February 1995; Fidelity
Mortgage Securities Portfolio,
January 1993-August 1993;
Fidelity Ginnie Mae Portfolio,
1993-February 1995; Spartan
Ginnie Mae Fund,
1993-February 1995; joined
Fidelity in 1991
(checkmark)
ROBERT IVES ON MANAGING RISK
IN THE MORTGAGE-BACKED
SECURITIES MARKET:
"Managing mortgage-backed
securities presents a variety of
challenges. Like other
fixed-income securities, they
are affected by inflation fears
and tend to perform poorly in
rising interest rate
environments. An additional
feature of mortgage securities
is that, because they represent
a pool of home mortgages,
their value is greatly influenced
by the payment patterns of the
people holding the underlying
mortgages. If interest rates fall
far enough, mortgage owners
will be encouraged to refinance
their debt. If the underlying
mortgages of a
mortgage-backed security are
paid off early, investors are
forced to reinvest their money
at lower rates.
"I manage prepayment risk by
trying to identify mortgage
securities that have relatively
low prepayment risk. These
can include generic
pass-throughs - or pooled
mortgages whose income is
passed through an
intermediary to investors -
CMOs, PACs and seasoned
mortgages. These securities
offer a limited amount of
prepayment protection while
still capturing much of the
additional yield that the
mortgage market offers."
INVESTMENT CHANGES

COUPON DISTRIBUTION AS OF OCTOBER 31, 1995
% OF FUND'S % OF FUND'S
INVESTMENTS INVESTMENTS
6 MONTHS AGO

Under 5% 2.5 9.4

5 - 5.99% 7.7 10.1

6 - 6.99% 10.6 8.8

7 - 7.99% 6.1 8.3

8 - 8.99% 30.4 29.8

9 - 9.99% 24.3 22.1

10 - 10.99% 1.8 2.0

11 - 11.99% 5.3 1.5

12 - 12.99% 9.9 5.4

13% and over 0.4 0.5

Zero Coupon Bonds 0.2 0.2

COUPON DISTRIBUTION SHOWS THE RANGE OF STATED INTEREST RATES ON THE FUND'S
INVESTMENTS, EXCLUDING REPURCHASE AGREEMENTS.
AVERAGE YEARS TO MATURITY AS OF OCTOBER 31, 1995
6 MONTHS AGO

Years 9.6 9.3

AVERAGE YEARS TO MATURITY IS BASED ON THE AVERAGE TIME UNTIL PRINCIPAL
PAYMENTS ARE EXPECTED FROM EACH OF THE FUND'S BONDS, WEIGHTED BY DOLLAR
AMOUNT.
DURATION AS OF OCTOBER 31, 1995
6 MONTHS AGO

Years 5.0 4.7

DURATION SHOWS HOW MUCH A BOND FUND'S PRICE FLUCTUATES WITH CHANGES IN
COMPARABLE INTEREST RATES. IF RATES RISE 1%, FOR EXAMPLE, A FUND WITH A
FIVE-YEAR DURATION IS LIKELY TO LOSE ABOUT 5% OF ITS VALUE. OTHER FACTORS
ALSO CAN INFLUENCE A BOND FUND'S PERFORMANCE AND SHARE PRICE. ACCORDINGLY,
A BOND FUND'S ACTUAL PERFORMANCE MAY DIFFER FROM THIS EXAMPLE.
ASSET ALLOCATION
AS OF OCTOBER 31, 1995 AS OF APRIL 30, 1995
Mortgage-backed
securities 14.6%*
U.S. government and
government agency
obligations 76.3%
CMOs and other
mortgage related
securities 8.3%
Short-term
investments 0.8%
Mortgage-backed
securities 18.9%**
U.S. government and
government agency
obligations 64.3%
CMOs and other
mortgage related
securities 14.9%
Short-term
investments 1.9%
Row: 1, Col: 1, Value: 2.8
Row: 1, Col: 2, Value: 8.300000000000001
Row: 1, Col: 3, Value: 74.3
Row: 1, Col: 4, Value: 14.6
Row: 1, Col: 1, Value: 2.9
Row: 1, Col: 2, Value: 14.9
Row: 1, Col: 3, Value: 64.3
Row: 1, Col: 4, Value: 17.9
* GNMA SECURITIES 0.7%
** GNMA SECURITIES 1.1%
INVESTMENTS OCTOBER 31, 1995 (UNAUDITED)

Showing Percentage of Total Value of Investment in Securities

U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS - 76.3%
PRINCIPAL VALUE
AMOUNT (NOTE 1)
U.S. TREASURY OBLIGATIONS - 52.1%
8%, 10/15/96 $ 11,907,000 $ 12,165,620 912827YB
4 3/8%, 11/15/96 4,340,000 4,287,095 912827M7
7 1/4%, 11/15/96 860,000 873,975 912827UF
8 1/2%, 5/15/97 11,949,000 12,449,305 912827UW
9 1/4%, 8/15/98 3,580,000 3,902,200 912827WN
5 1/8%, 12/31/98 1,965,000 1,931,226 912827N4
7 3/4%, 12/31/99 5,600,000 5,996,368
11 7/8%, 11/15/03 3,595,000 4,922,885 912810DG
11 3/4%, 2/15/10 4,080,000 5,694,782 912810CM
12 3/4%, 11/15/10 7,290,000 10,857,507 912810CS
9%, 11/15/18 23,470,000 30,653,932 912810EB
8 7/8%, 2/15/19 15,000,000 19,382,850 912810EC
8 1/8%, 8/15/19 2,205,000 2,654,269 912810ED
12%, 8/15/23 7,200,000 10,801,152 912810DF
126,573,166
U.S. GOVERNMENT AGENCY OBLIGATIONS - 24.2%
Federal Agricultural Mortgage Corp.
7.01%, 2/10/05 700,000 737,429 31315HEA
Federal Farm Credit Bank:
6.56%, 8/5/02 455,000 464,555 31331NRS
6.20%, 9/23/02 650,000 650,910 31331NTE
6.40%, 10/3/02 200,000 202,400 31331NTL
Federal Home Loan Bank:
4.78%, 2/10/97 (callable) 310,000 305,713 313400A7
5.40%, 8/3/98 (callable) (a) 2,500,000 2,461,750 313389UV
5.92%, 3/18/99 450,000 449,861 3133895S
6.37%, 6/30/03 310,000 312,870 31339CCG
Federal National Mortgage Association:
6.52%, 9/15/97 11,000,000 11,143,946 31364A3J
3%, 7/13/98 (a) 450,000 456,258 31364AB3
0%, 11/30/99 606,000 474,195 9931287L
7.40%, 7/1/04 230,000 245,939 31359CAT
Government Trust Certificates (assets of the Trust
guaranteed by U.S. Government through
Defense Security Assistance Agency):
Class 3-B, 8.55%, 11/15/97 532,184 541,801 383752FG
Class 1-C, 9 1/4%, 11/15/01 2,983,000 3,281,837 383752CF
Class 2-E, 9.40%, 5/15/02 190,000 209,897 383752DP
Class T-2, 9 5/8%, 5/15/02 2,621,000 2,894,580 383665BD
U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS - CONTINUED
PRINCIPAL VALUE
AMOUNT (NOTE 1)
U.S. GOVERNMENT AGENCY OBLIGATIONS - CONTINUED
Government Trust Certificates (assets of Trust
guaranteed by U.S. Government through
Export-Import Bank):
Series 1994-C, 6.610%, 9/15/99 $ 147,496 $ 149,253 400907AJ
Series 1995-A, 6.28%, 6/15/04 870,000 871,044 40074PAA
Series 1992-A, 7.02%, 9/1/04 801,000 825,629 400757AA
Series 1994-F, 8.178%, 12/15/04 13,051,907 13,943,666 400907AL
Private Export Funding Corp.:
secured notes, Series CC, 9 1/2%, 3/31/99 260,000 287,539 742651BE
5 3/4%, 4/30/98 515,000 513,209 742651BS
6.90%, 1/31/03 90,000 93,366 742651BT
5.65%, 3/15/03 667,500 658,489 742651BU
8 3/4%, 6/30/03 880,000 1,011,484 742651BN
5.80%, 2/1/04 120,000 117,540 742651BW
6.86%, 4/30/04 294,300 300,489 742651BY
State of Israel (guaranteed by U.S. Government
through Agency for International Development):
5 1/4%, 3/15/98 410,000 405,002 465139AB
4 7/8%, 9/15/98 1,060,000 1,033,500 465139BX
5 3/4%, 3/15/00 690,000 682,672 465139AC
8%, 11/15/01 6,190,000 6,753,909 465139GR
6 1/4%, 8/15/02 2,170,000 2,185,722 465139LC
6 1/8%, 3/15/03 1,200,000 1,193,256 465139AD
8 1/2%, 4/1/06 1,590,000 1,784,282 38373PAB
Student Loan Marketing Association:
7.56%, 12/9/96 200,000 203,719
8.14%, 10/15/03 650,000 717,641 86387RPM
Twelve Federal Land Banks 7.95%, 10/21/96 290,000 295,800 901178BT
58,861,152
TOTAL U.S. GOVERNMENT AND
GOVERNMENT AGENCY OBLIGATIONS
(Cost $176,665,028) 185,434,318
U.S. GOVERNMENT AGENCY - MORTGAGE-BACKED SECURITIES - 14.6%
FEDERAL HOME LOAN MORTGAGE CORPORATION - 10.6%
6 1/2%, 5/1/08 1,087,111 1,078,957 31294JGX
7 1/2%, 6/1/07 815,564 836,760 313970R4
9%, 8/1/08 to 4/1/20 2,337,822 2,468,277 31295WRE
9 1/2%, 6/1/09 to 8/1/24 13,425,017 14,227,808 31340TCB
U.S. GOVERNMENT AGENCY - MORTGAGE-BACKED SECURITIES - CONTINUED
PRINCIPAL VALUE
AMOUNT (NOTE 1)
FEDERAL HOME LOAN MORTGAGE CORPORATION - CONTINUED
10%, 7/1/09 to 2/1/21 $ 3,782,815 $ 4,123,334 31295VC9
10 1/2%, 10/1/15 to 1/1/16 142,211 155,538 31341HZR
12%, 9/1/03 to 12/1/15 213,327 240,130 31341D2X
12 1/4%, 3/1/11 to 7/1/14 625,924 704,703 31343ATR
12 1/2%, 2/1/14 to 6/1/19 1,176,156 1,352,342 31295WKZ
13%, 8/1/10 to 6/1/15 454,831 528,171 31340MVV
13 1/2%, 10/1/11 1,165 1,376 31340MAT
25,717,396
FEDERAL NATIONAL MORTGAGE ASSOCIATION - 3.3%
6.345%, 3/1/99 1,797,815 1,807,366 31366WA7
6 1/2%, 2/1/10 to 1/1/24 1,290,757 1,289,118 31360AG2
7%, 11/1/06 518,544 525,820 31367QQJ
8 1/4%, 12/1/01 1,986,523 2,125,580 31362WE3
11%, 8/1/10 993,517 1,105,496 31360JBH
11 1/4%, 5/1/14 416,369 463,922 31360JG8
12 1/2%, 3/1/16 139,607 161,813 31362TVR
13%, 9/1/13 92,793 108,654 31360CV8
13 1/2%, 5/1/11 to 1/1/15 266,591 314,756 31360HLV
7,902,525
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION - 0.7%
8 1/2%, 1/15/06 to 7/15/08 243,139 255,813 362034MH
9 1/2%, 6/15/09 to 11/15/09 1,094,879 1,183,277 362060E6
10%, 1/15/16 4,729 5,185
11%, 4/15/13 to 6/15/13 67,169 75,280
11 1/2%, 4/15/10 to 4/15/13 96,507 109,278 362067KK
13 1/2%, 7/15/11 86,559 103,357 362087M8
1,732,190
TOTAL U.S. GOVERNMENT AGENCY -
MORTGAGE-BACKED SECURITIES
(Cost $34,626,303) 35,352,111
COLLATERALIZED MORTGAGE OBLIGATIONS - 8.3%
PRIVATE SPONSOR - 0.2%
DLJ Acceptance Trust planned amortization class,
Series 1989, Class 1-F, 11%, 8/1/19 369,666 405,709 23321MAL
COLLATERALIZED MORTGAGE OBLIGATIONS - CONTINUED
PRINCIPAL VALUE
AMOUNT (NOTE 1)
U.S. GOVERNMENT AGENCY - 8.1%
Federal Home Loan Mortgage Corporation:
planned amortization class:
Series 1417-C, 5 3/8%, 6/15/01 $ 1,242,300 $ 1,233,371 312913CL
Series 1485-C, 5%, 9/15/01 1,800,000 1,772,719 3129142Y
Series 1515-D, 6%, 9/15/05 4,000,000 3,940,000 312915YC
sequential pay Series 1353, Class A, 5 1/2%, 11/15/04 177,959 174,789
312911KA
Series 1993:
Class 72-B, 5%, 1/25/02 1,372,308 1,354,715 31359ACU
Class 135-PC, 5 1/2%, 7/25/02 1,970,000 1,940,450 31359BRK
Federal National Mortgage Association:
planned amortization class:
Series 1992, Class 193-D, 5 3/4%, 12/25/01 3,900,000 3,875,625
31358RHR
Series 1993-28, Class PD, 5 1/4%, 10/25/01 1,000,000 988,438 31358TS3
Series 1994-M3, Class A, 7.71%, 4/1/06 4,237,581 4,383,248 31359LHH
19,663,355
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS
(Cost $19,243,185) 20,069,064
REPURCHASE AGREEMENTS - 0.8%
MATURITY
AMOUNT

Investments in repurchase agreement,
(U.S. Treasury obligations) in a
joint trading account at 5.88%,
dated 10/31/95 due 11/1/95 $ 2,056,336 2,056,000 82699H9K
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $232,590,516) $ 242,911,493
LEGEND
1. Debt obligation initially issued at one coupon which converts to a
higher coupon at a specified date.
INCOME TAX INFORMATION
At October 31, 1995, the aggregate cost of investment securities for income
tax purposes was $232,702,524. Net unrealized appreciation aggregated
$10,208,969, of which $10,484,325 related to appreciated investment
securities and $275,356 related to depreciated investment securities.
At April 30, 1995, the fund had a capital loss carryforward of
approximately $13,235,000 all of which will expire on April 30, 2003.
The fund has elected to defer to its fiscal year ending April 30, 1996
approximately $5,412,000 of losses recognized during the period November 1,
1994 to April 30, 1995.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
OCTOBER 31, 1995 (UNAUDITED)

ASSETS

Investment in securities, at value (including repurchase $ 242,911,493
agreements of $2,056,000) (cost $232,590,516) -
See accompanying schedule

Cash 182,834

Receivable for investments sold 9,850,967

Interest receivable 4,906,998

TOTAL ASSETS 257,852,292

LIABILITIES

Payable for investments purchased $ 11,850,779

Distributions payable 208,262

Accrued management fee 132,272

TOTAL LIABILITIES 12,191,313

NET ASSETS $ 245,660,979

Net Assets consist of:

Paid in capital $ 252,691,679

Distributions in excess of net investment income (1,191,845)

Accumulated undistributed net realized gain (loss) (16,159,832)
on investments

Net unrealized appreciation (depreciation) on 10,320,977
investments

NET ASSETS, for 23,561,908 shares outstanding $ 245,660,979

NET ASSET VALUE, offering price and redemption price per $10.43
share ($245,660,979 (divided by) 23,561,908 shares)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
SIX MONTHS ENDED OCTOBER 31, 1995 (UNAUDITED)

INVESTMENT INCOME $ 8,749,186
Interest

EXPENSES

Management fee $ 790,276

Non-interested trustees' compensation 545

TOTAL EXPENSES 790,821

NET INVESTMENT INCOME 7,958,365

REALIZED AND UNREALIZED GAIN (LOSS) 2,655,586
Net realized gain (loss) on investment securities

Change in net unrealized appreciation (depreciation) on 8,662,309
investment securities

NET GAIN (LOSS) 11,317,895

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 19,276,260
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
SIX MONTHS YEAR ENDED
ENDED APRIL 30,
OCTOBER 31,1995 1995
(UNAUDITED)

INCREASE (DECREASE) IN NET ASSETS

Operations $ 7,958,365 $ 18,513,856
Net investment income

Net realized gain (loss) 2,655,586 (13,023,263)

Change in net unrealized appreciation (depreciation) 8,662,309 11,143,605

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 19,276,260 16,634,198
FROM OPERATIONS

Distributions to shareholders (7,834,954) (17,802,636)
From net investment income

In excess of net investment income - (1,156,874)

TOTAL DISTRIBUTIONS (7,834,954) (18,959,510)

Share transactions 19,280,881 36,150,573
Net proceeds from sales of shares

Reinvestment of distributions 6,550,945 15,816,845

Cost of shares redeemed (31,511,249) (96,396,776)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING (5,679,423) (44,429,358)
FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS 5,761,883 (46,754,670)

NET ASSETS

Beginning of period 239,899,096 286,653,766

End of period (including distributions in excess $ 245,660,979 $ 239,899,096
of net investment income of $(1,191,845) and
$(1,315,256), respectively)

OTHER INFORMATION
Shares

Sold 1,873,447 3,685,770

Issued in reinvestment of distributions 636,074 1,612,595

Redeemed (3,068,310) (9,835,808)

Net increase (decrease) (558,789) (4,537,443)

</TABLE>

FINANCIAL HIGHLIGHTS
SIX MONTHS YEARS ENDED APRIL 30,
ENDED
OCTOBER 31, 1995

(UNAUDITED) 1995 1994 E 1993 1992 1991

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

Net asset value, $ 9.950 $ 10.000 $ 10.930 $ 10.900 $ 10.640 $ 10.030
beginning of period

Income from .334 .640 .624 .784 .846 .870
Investment
Operations
Net investment
income

Net realized and .476 .055 D (.720) .370 .294 .610
unrealized gain
(loss)

Total from investment .810 .695 (.096) 1.154 1.140 1.480
operations

Less Distributions (.330) (.700) (.574) (.704) (.840) (.870)
From net investment
income

In excess of net - (.045) - - - -
investment income

From net realized gain - - (.100) (.420) (.040) -

In excess of net - - (.160) - - -
realized gain

Total distributions (.330) (.745) (.834) (1.124) (.880) (.870)

Net asset value, end $ 10.430 $ 9.950 $ 10.000 $ 10.930 $ 10.900 $ 10.640
of period

TOTAL RETURN B, C 8.23% 7.32% (1.14) 11.12% 11.05% 15.27%
%

RATIOS AND
SUPPLEMENTAL DATA

Net assets, end of $ 245,661 $ 239,899 $ 286,654 $ 457,725 $ 482,837 $ 430,443
period (000 omitted)

Ratio of expenses to .65% .65% .65% .65% .65% .53%
average net assets A F

Ratio of net investment 6.51% 7.34% 6.79% 7.11% 7.77% 8.35%
income to average A
net assets

Portfolio turnover rate 138% 303% 354% 170% 59% 96%
A

</TABLE>

A ANNUALIZED
B THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
C TOTAL RETURNS DO NOT INCLUDE THE ACCOUNT CLOSEOUT FEE AND FOR PERIODS OF
LESS THAN ONE YEAR ARE NOT ANNUALIZED.
D THE AMOUNT SHOWN FOR A SHARE OUTSTANDING DOES NOT CORRESPOND WITH THE
AGGREGATE NET LOSS ON INVESTMENTS FOR THE PERIOD ENDED DUE TO THE TIMING OF
SALES AND REPURCHASES OF FUND SHARES IN RELATION TO FLUCTUATING MARKET
VALUES OF THE INVESTMENTS OF THE FUND.
E EFFECTIVE MAY 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.
F FMR VOLUNTARILY AGREED TO REIMBURSE A PORTION OF THE FUND'S EXPENSES
DURING THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE FUND'S EXPENSE RATIO
WOULD HAVE BEEN HIGHER.
NOTES TO FINANCIAL STATEMENTS
For the period ended October 31, 1995 (Unaudited)

1. SIGNIFICANT ACCOUNTING POLICIES.
Spartan Government Income Fund (the fund) is a fund of Fidelity
Fixed-Income Trust (the trust) and is authorized to issue an unlimited
number of shares. The trust is registered under the Investment Company Act
of 1940, as amended (the 1940 Act), as an open-end management investment
company organized as a Massachusetts business trust. The following
summarizes the significant accounting policies of the fund:
SECURITY VALUATION. Securities are valued based upon a computerized matrix
system and/or appraisals by a pricing service, both of which consider
market transactions and dealer-supplied valuations. Short-term securities
maturing within sixty days of their purchase date are valued either at
amortized cost or original cost plus accrued interest, both of which
approximate current value. Securities for which market quotations are not
readily available are valued at their fair value as determined in good
faith under consistently applied procedures under the general supervision
of the Board of Trustees.
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. Interest income, which includes accretion of original
issue discount, is accrued as earned.
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned between the
funds in the trust.
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are declared daily and paid
monthly from net investment income. Distributions from realized gains, if
any, are recorded on the ex-dividend date.
Income and capital gain distributions are determined in accordance with
income tax regulations which may differ from generally accepted accounting
principles. These differences, which may result in distribution
reclassifications, are primarily due to differing treatments for paydown
gains/losses on certain securities, futures and options transactions,
market discount and losses deferred due to wash sales and excise tax
regulations.
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). Distributions in excess of net investment
income and accumulated undistributed net realized gain (loss) on
investments may include temporary book and tax basis differences that will
reverse in a subsequent period. Any taxable income or gain remaining at
fiscal year end is distributed in the following year.
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
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.
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, and are collateralized by U.S.
Treasury or Federal Agency obligations.
REPURCHASE AGREEMENTS. The fund, through its custodian, receives delivery
of the underlying U.S. Treasury or Federal Agency Securities, the market
value of which is required to be at least equal to the repurchase price.
For term repurchase agreement transactions, the underlying securities are
marked-to-market daily and maintained at a value at least equal to the
repurchase price. 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.
3. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of long-term U.S. government and government agency
obligations aggregated $165,316,313 and $167,039,628, respectively.
4. FEES AND OTHER
TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, FMR pays all expenses,
except the compensation of the non-interested Trustees and certain
exceptions such as interest, taxes, brokerage commissions and extraordinary
expenses. FMR receives a fee that is computed daily at an annual rate of
.65% of the fund's average net assets.
FMR also bears the cost of providing shareholder services to the fund. To
offset the cost of providing these services, FMR or its affiliates collect
certain transaction fees from the fund's shareholders which amounted to
$2,517 for the period.
5. PROPOSED REORGANIZATION.
The Board of Trustees of the Fidelity Fixed-Income Trust has approved an
Agreement and Plan of Reorganization and Liquidation ("Agreement") between
the fund and Spartan Long-Term Government Bond Fund ("Reorganization"). The
Agreement provides for the transfer of substantially all of the assets and
the assumption of substantially all of the liabilities of Spartan Long-Term
Government Bond Fund in exchange solely for
5. PROPOSED REORGANIZATION - CONTINUED
the number of shares of the fund having the same aggregate net asset value
as the outstanding shares of Spartan Long-Term Government Bond Fund at the
close of business on the day the Reorganization is effective. The
Reorganization can be consummated only if, among other things, it is
approved by the vote of a majority (as defined by the Investment Company
Act of 1940) of outstanding voting securities of Spartan Long-Term
Government Bond Fund. A Special Meeting of Shareholders (Meeting) of
Spartan Long-Term Government Bond Fund will be held on May 7, 1996 to
approve the Agreement. If the Agreement is approved at the Meeting, the
Reorganization is expected to become effective on or about May 31, 1996.
TO CALL FIDELITY

FOR FUND INFORMATION AND QUOTES
The Fidelity Telephone Connection offers you special automated telephone
services for quotes and balances. The services are easy to use,
confidential and quick. All you need is a Touch Tone telephone.
YOUR PERSONAL IDENTIFICATION NUMBER
(PIN)
The first time you call one of our automated telephone services, we'll ask
you
to set up your Personal Identification
Number (PIN). The PIN assures that
only you have automated telephone
access to your account information.
Please have your Customer Number
(T-account #) handy when you call -
you'll need it to establish your PIN. If
you would ever like to change your PIN, just choose the "Change your
Personal
Identification Number" option when
you call. If you forget your PIN, please
call a Fidelity representative at 1-800-
544-6666 for assistance.

(PHONE_GRAPHIC)(PHONE_GRAPHIC)MUTUAL FUND QUOTES*
1-800-544-8544
Just make a selection from this record-ed menu:
PRESS
For quotes on funds you own.
1.
For an individual fund quote.
2.
For the ten most frequently
requested Fidelity fund quotes.
3.
For quotes on Fidelity Select
Portfolios(registered trademark).
4.
To change your Personal
Identification Number (PIN).
5.
To speak with a Fidelity
representative.
6.
(PHONE_GRAPHIC)(PHONE_GRAPHIC)MUTUAL FUND ACCOUNT
BALANCES 1-800-544-7544
Just make a selection from this record-
ed menu:
PRESS
For balances on funds you own.
1.
For your most recent fund activity
(purchases, redemptions, and
dividends).
2.
To change your Personal
Identification Number (PIN).
3.
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representative.
4.
* WHEN YOU CALL THE QUOTES LINE, PLEASE REMEMBER THAT A FUND'S YIELD AND
RETURN WILL
VARY AND, EXCEPT FOR MONEY MARKET FUNDS, SHARE PRICE WILL ALSO VARY. THIS
MEANS THAT
YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. THERE IS NO
ASSURANCE THAT
MONEY MARKET FUNDS WILL BE ABLE TO MAINTAIN A STABLE $1 SHARE PRICE; AN
INVESTMENT IN
A MONEY MARKET FUND IS NOT INSURED OR GUARANTEED BY THE U.S. GOVERNMENT.
TOTAL
RETURNS ARE HISTORICAL AND INCLUDE CHANGES IN SHARE PRICE, REINVESTMENT OF
DIVIDENDS
AND CAPITAL GAINS, AND THE EFFECTS OF ANY SALES CHARGES.
INVESTMENT ADVISER
Fidelity Management & Research
Company
Boston, MA
OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
Fred L. Henning, Jr., Vice President
Arthur S. Loring, Secretary
Kenneth A. Rathgeber, Treasurer
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*
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Co.
Boston, MA
CUSTODIAN
The Bank of New York
New York, NY
FIDELITY'S TAXABLE BOND FUNDS
Capital & Income
Ginnie Mae
Global Bond
Government Securities
Intermediate Bond
Investment Grade Bond
Mortgage Securities
New Markets Income
Short-Intermediate Government
Short-Term Bond
Short-Term World Income
Spartan(Registered trademark) Ginnie Mae
Spartan Government Income
Spartan High Income
Spartan Investment Grade Bond
Spartan Limited Maturity Government
Spartan Long-Term Government Bond
Spartan Short-Intermediate Government
Spartan Short-Term Income
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Account Balances 1-800-544-7544
Exchanges/Redemptions 1-800-544-7777
Mutual Fund Quotes 1-800-544-8544
Account Assistance 1-800-544-6666
Product Information 1-800-544-8888
Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)
(registered trademark)
* INDEPENDENT TRUSTEES
AUTOMATED LINES FOR QUICKEST SERVICE
Spartan Government Income Fund
Spartan Long-Term Government Bond Fund
Pro Forma Combining Statement of Operations
Year Ended October 31, 1995
(Unaudited)

Government Long-Term Pro Forma Pro Forma
Income Government Combined Adjustments Combined
Interest Income $18,180,782 $5,696,930 $23,877,712 $
$23,877,712
Expenses
Management fee 1,563,795 488,940 2,052,735 (153,910)B 1,898,825
Non-interested trustees' compensation 1,027 323 1,350 1,350
Interest expense 0 3,595 3,595 3,595
Total expenses before reductions 1,564,822 492,858 2,057,680 (153,910)
1,903,770
Net investment income 16,615,960 5,204,072 21,820,032 153,910 21,973,942
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investment securities (1,380,363) 2,258,676 878,313 878,313
Foreign currency transactions 0 (59,415) (59,415) (59,415)
Futures contracts (79,969) 0 (79,969) (79,969)
Change in net unrealized apprecation (depreciation) on:
Investment securities 19,747,641 10,595,963 30,343,604 30,343,604
Futures contracts 30,734 0 30,734 30,734
Delayed delivery commitments (18,725) 0 (18,725) (18,725)
Net Gain (Loss) 18,299,318 12,795,224 31,094,542 0 31,094,542
Net increase in net assets resulting
from operations $34,915,278 $17,999,296 $52,914,574 $153,910 $53,068,484
See accompanying notes to Pro Forma Combining Financial Statements
Spartan Government Income Fund and
Spartan Long-Term Government Bond Fund
Pro Forma Combining Schedule of Investments October 31, 1995
(Unaudited)
Principal Amount Value

Government Long-Term Government Long-Term
Income Government Combined Income Government Combined
U.S. Government & Government Agency Obligations
U.S. Treasury Obligations
8%, 10/15/96 $11,907,000 $ 0 $11,907,000 $12,165,620 $
0 $12,165,620
4 3/8%, 11/15/96 4,340,000 0 4,340,000 4,287,095 0 4,287,095
7 1/4%, 11/15/96 860,000 0 860,000 873,975 0 873,975
8 1/2%, 5/15/97 11,949,000 0 11,949,000 12,449,305 0 12,449,305
9 1/4%, 8/15/98 3,580,000 0 3,580,000 3,902,200 0 3,902,200
5 1/8%, 12/31/98 1,965,000 0 1,965,000 1,931,226 0 1,931,226
7 3/4%, 12/31/99 5,600,000 0 5,600,000 5,996,368 0 5,996,368
11 7/8%, 11/15/03 3,595,000 0 3,595,000 4,922,885 0 4,922,885
11 3/4%, 2/15/10 4,080,000 3,560,000 7,640,000 5,694,782 4,968,977
10,663,759
12 3/4%, 11/15/10 7,290,000 110,000 7,400,000 10,857,507 163,831 11,021,338
9%, 11/15/18 23,470,000 1,495,000 24,965,000 30,653,932 1,952,605
32,606,537
8 7/8%, 2/15/19 15,000,000 0 15,000,000 19,382,850 0 19,382,850
8 1/8%, 8/15/19 2,205,000 0 2,205,000 2,654,269 0 2,654,269
8 3/4%, 8/15/20 0 58,290,000 58,290,000 0 74,802,391 74,802,391
12%, 8/15/23 7,200,000 4,700,000 11,900,000 10,801,152 7,050,752 17,851,904
126,573,166 88,938,556 215,511,722
U.S. Government Agency Obligations
Federal Agricultural
Mortgage Corp. 7.01%, 2/10/05 700,000 0 700,000 737,429 0 737,429
Federal Farm Credit Bank:
6.56%, 8/5/02 455,000 0 455,000 464,555 0 464,555
6.20%, 9/23/02 650,000 0 650,000 650,910 0 650,910
6.40%, 10/3/02 200,000 0 200,000 202,400 0 202,400
Federal Home Loan Bank:
4.78%, 2/10/97 (callable) 310,000 0 310,000 305,713 0 305,713
5.40%, 8/3/98 (callable) 2,500,000 0 2,500,000 2,461,750 0 2,461,750
5.92%, 3/18/99 450,000 0 450,000 449,861 0 449,861
6.37%, 6/30/03 310,000 0 310,000 312,870 0 312,870
Federal National Mortgage Association:
6.52%, 9/15/97 11,000,000 0 11,000,000 11,143,946 0 11,143,946
3%, 7/13/98 450,000 0 450,000 456,258 0 456,258
0%, 11/30/99 606,000 0 606,000 474,195 0 474,195
7.40%, 7/1/04 230,000 0 230,000 245,939 0 245,939
8.28%, 1/10/25 0 1,000,000 1,000,000 0 1,191,780 1,191,780
Financing Corp. 10.70%, 10/6/17 0 430,000 430,000 0 624,308 624,308
Government Trust Certificates (assets of the Trust guaranteed by U.S.
government through Defense Security Assistance Agency):
Class 3-B, 8.55%, 11/15/97 532,184 0 532,184 541,801 0 541,801
Class 1-C, 9 1/4%, 11/15/01 2,983,000 0 2,983,000 3,281,837 0 3,281,837
Class 2-E, 9.40%, 5/15/02 190,000 0 190,000 209,897 0 209,897
Class T-2, 9 5/8%, 5/15/02 2,621,000 0 2,621,000 2,894,580 0 2,894,580
Government Trust Certificates Series 1995-A (assets of Trust guaranteed by
U.S. Government through Export-Import Bank)
Series:
1994-C, 6.61%, 9/15/99 147,496 0 147,496 149,253 0 149,253
1995-A, 6.28%, 6/15/04 870,000 0 870,000 871,044 0 871,044
1992-A, 7.02%, 9/1/04 801,000 0 801,000 825,629 0 825,629
1994-F, 8.178%, 12/15/04 13,051,907 0 13,051,907 13,943,666 0 13,943,666
Private Export Funding Corp.:
secured notes, Series CC,
9 1/2%, 3/31/99 260,000 0 260,000 287,539 0 287,539
5 3/4%, 4/30/98 515,000 0 515,000 513,209 0 513,209
6.90%, 1/31/03 90,000 0 90,000 93,366 0 93,366
5.65%, 3/15/03 667,500 0 667,500 658,489 0 658,489
8 3/4%, 6/30/03 880,000 0 880,000 1,011,484 0 1,011,484
5.80%, 2/1/04 120,000 0 120,000 117,540 0 117,540
6.86%, 4/30/04 294,300 0 294,300 300,489 0 300,489
State of Israel (guaranteed by U.S. Government through Agency for
International Development):
5 1/4%, 3/15/98 410,000 0 410,000 405,002 0 405,002
4 7/8%, 9/15/98 1,060,000 0 1,060,000 1,033,500 0 1,033,500
5 3/4%, 3/15/00 690,000 0 690,000 682,672 0 682,672
8%, 11/15/01 6,190,000 0 6,190,000 6,753,909 0 6,753,909
6 1/4%, 8/15/02 2,170,000 0 2,170,000 2,185,722 0 2,185,722
6 1/8%, 3/15/03 1,200,000 0 1,200,000 1,193,256 0 1,193,256
8 1/2%, 4/1/06 1,590,000 0 1,590,000 1,784,282 0 1,784,282
Student Loan Marketing Association:
7.56%, 12/9/96 200,000 0 200,000 203,719 0 203,719
8.14%, 10/15/03 650,000 0 650,000 717,641 0 717,641
Twelve Federal Land
Banks 7.95%, 10/21/96 290,000 0 290,000 295,800 0 295,800
58,861,152 1,816,088 60,677,240
TOTAL U.S. GOVERNMENT & GOVERNMENT
AGENCY OBLIGATIONS 185,434,318 90,754,644 276,188,962
U.S. GOVERNMENT AGENCY - MORTGAGE-BACKED SECURITIES
Federal Home Loan Mortgage Corporation
6 1/2%, 5/1/08 1,087,111 0 1,087,111 1,078,957 0 1,078,957
7 1/2%, 6/1/07 815,564 0 815,564 836,760 0 836,760
9%, 8/1/08 to 4/1/20 2,337,822 0 2,337,822 2,468,277 0 2,468,277
9 1/2%, 6/1/09 to 8/1/24 13,425,017 0 13,425,017 14,227,808 0 14,227,808
10%, 7/1/09 to 2/1/21 3,782,815 0 3,782,815 4,123,334 0 4,123,334
10 1/2%, 10/1/15 to 1/1/16 142,211 0 142,211 155,538 0 155,538
12%, 9/1/03 to 12/1/15 213,327 0 213,327 240,130 0 240,130
12 1/4%, 3/1/11 to 7/1/14 625,924 0 625,924 704,703 0 704,703
12 1/2%, 2/1/14 to 6/1/19 1,176,156 0 1,176,156 1,352,342 0 1,352,342
13%, 8/1/10 to 6/1/15 454,831 0 454,831 528,171 0 528,171
13 1/2%, 10/1/11 1,165 0 1,165 1,376 0 1,376
25,717,396 0 25,717,396
Federal National Mortgage Association
6.345%, 3/1/99 1,797,815 0 1,797,815 1,807,366 0 1,807,366
6 1/2%, 2/1/10 to 1/1/24 1,290,757 0 1,290,757 1,289,118 0 1,289,118
7%, 11/1/06 518,544 0 518,544 525,820 0 525,820
8 1/4%, 12/1/01 1,986,523 0 1,986,523 2,125,580 0 2,125,580
11%, 8/1/10 993,517 0 993,517 1,105,496 0 1,105,496
11 1/4%, 5/1/14 416,369 0 416,369 463,922 0 463,922
12 1/2%, 3/1/16 139,607 0 139,607 161,813 0 161,813
13%, 9/1/13 92,793 0 92,793 108,654 0 108,654
13 1/2%, 10/1/11 266,591 0 266,591 314,756 0 314,756
7,902,525 0 7,902,525
Government National Mortgage Association
8 1/2%, 1/15/06 to 7/15/08 243,139 0 243,139 255,813 0 255,813
9 1/2%, 6/15/09 to 11/1509 1,094,879 0 1,094,879 1,183,277 0 1,183,277
10%, 1/15/16 4,729 0 4,729 5,185 0 5,185
11%, 4/15/13 to 6/15/13 67,169 0 67,169 75,280 0 75,280
11 1/2%, 4/15/10 to 4/15/13 96,507 0 96,507 109,278 0 109,278
13 1/2%, 7/15/11 86,559 0 86,559 103,357 0 103,357
1,732,190 0 1,732,190
TOTAL U.S. GOVERNMENT AGENCY -
MORTGAGE-BACKED SECURITIES 35,352,111 0 35,352,111
COLLATERALIZED MORTGAGE OBLIGATIONS
Private Sponsor
DLJ Acceptance Trust planned amortization class, Series 1989,
Class1-F, 11%, 8/1/19 369,666 0 369,666 405,709 0 405,709
U.S. Government Agency
Federal Home Loan Mortgage Corporation:
planned amortization class:
Series 1417-C, 5 3/8%, 6/15/01 1,242,300 0 1,242,300 1,233,371 0 1,233,371
Series 1485-C, 5%, 9/15/01 1,800,000 0 1,800,000 1,772,719 0 1,772,719
Series 1515-D, 6%, 9/15/05 4,000,000 0 4,000,000 3,940,000 0 3,940,000
sequential pay Series 1353,
Class A, 5 1/2%, 11/15/04 1,177,959 0 177,959 174,789 0 174,789
Series 1993:
Class 72-B, 5%, 1/25/02 1,372,308 0 1,372,308 1,354,715 0 1,354,715
Class 135-PC, 5 1/2%, 7/25/02 1,970,000 0 1,970,000 1,940,450 0 1,940,450
Federal National Mortgage Association, planned amortization class:
Series 1992, Class 193-D,
5 3/4%, 12/25/01 3,900,000 0 3,900,000 3,875,625 0 3,875,625
Series 1993-28, Class PD,
5 1/4%, 10/25/01 1,000,000 0 1,000,000 988,438 0 988,438
Series 1994-M3, Class A,
7.71%, 4/1/06 4,237,581 0 4,237,581 4,383,248 0 4,383,248
19,663,355 0 19,663,355
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS 20,069,064 0 20,069,064
REPURCHASE AGREEMENTS
Maturity Amount
Investments in repurchase agreement, (U.S. Treasury obligations)
in a joint trading account at 5.88%,
dated 10/31/95 due 11/1/95 2,056,336 0 2,056,336 2,056,000 0 2,056,000
TOTAL INVESTMENT IN SECURITIES $242,911,493 $90,754,644 $333,666,137
Spartan Government Income Fund
Spartan Long-Term Government Bond Fund
Pro Forma Combining Statement of Assets and Liabilities
as of October 31, 1995
(Unaudited)

Government Long-Term Pro Forma Pro Forma
Income Government Combined Adjustments Combined
Assets
Investment in securities, at value
- See accompanying schedule $242,911,493 $90,754,644 $333,666,137
$333,666,137
Cash 182,834 663,630 846,464 846,464
Receivable for investments sold 9,850,967 0 9,850,967 9,850,967
Interest receivable 4,906,998 1,369,513 6,276,511 6,276,511
Total assets 257,852,292 92,787,787 350,640,079 350,640,079
Liabilities
Payable for investments purchased 11,850,779 0 11,850,779 11,850,779
Dividends payable 208,262 0 208,262 208,262
Accrued management fee 132,272 48,521 180,793 180,793
Total liabilities 12,191,313 48,521 12,239,834 12,239,834
Net Assets $245,660,979 $92,739,266 $338,400,245 $338,400,245
Net Assets consist of:
Paid in capital $252,691,679 $85,954,017 $338,645,696 $338,645,696
Undistributed net investment income (1,191,845) 729,866 (461,979)
(461,979)
Accumulated net realized gain (loss) on
investments (16,159,832) (1,837,624) (17,997,456) (17,997,456)
Net unrealized appreciation (depreciation) on
investments 10,320,977 7,893,007 18,213,984 18,213,984
Net Assets $245,660,979 $92,739,266 $338,400,245 $338,400,245
Net Asset Value
Net Assets $245,660,979 $92,739,266 $338,400,245 $338,400,245
Offering price and redemption price
per share $10.43 $12.14 $10.85 $10.43
Shares outstanding 23,561,908 7,637,201 31,199,109 1,254,387A 32,453,496
See accompanying notes to Pro Forma Combining Financial Statements
Spartan Government Income Fund
Spartan Long-Term Government Bond Fund
Notes to Pro Forma Combining Financial Statements
(Unaudited)
The accompanying unaudited Pro Forma Combining Schedule of Investments and
Statement of Assets and Liabilities as of October 31, 1995 and the
unaudited Pro Forma Combining Statement of Operations for the year ended
October 31, 1995 are intended to present the financial condition and
related results of operations of Spartan Government Income Fund (Government
Income) as if the reorganization with Spartan Long-Term Government Bond
Fund (Long-Term Government) had been consummated at October 31, 1995.
The pro forma adjustments to these pro forma financial statements are
comprised of:
(A) Increase in shares outstanding of Government Income to reflect the
conversion of the Long-Term Government shares as of October 31, 1995.
(B) Decrease in management fee to reflect a voluntary reduction by FMR of
its fee from 0.65% to 0.60% applied to the combined fund's average net
assets.
The unaudited pro forma combining statements should be read in conjunction
with the separate semiannual unaudited financial statements as of October
31, 1995 and the separate annual audited financial statements as of April
30, 1995 for Government Income and the separate semiannual unaudited
financial statements as of July 31, 1995 and the separate annual audited
financial statements as of January 31, 1995 for Long-Term Government which
are incorporated by reference in the Statement of Additional Information to
this Proxy and Prospectus.
PART C. OTHER INFORMATION
Item 15. Indemnification
Article XI, Section 2 of the Declaration of Trust sets forth the
reasonable and fair means for determining whether indemnification shall be
provided to any past or present Trustee or officer. It states that the
Registrant shall indemnify any present or past Trustee or officer to the
fullest extent permitted by law against liability and all expenses
reasonably incurred by him in connection with any claim, action, suit, or
proceeding in which he is involved by virtue of his service as a Trustee,
an officer, or both. Additionally, amounts paid or incurred in settlement
of such matters are covered by this indemnification. Indemnification will
not be provided in certain circumstances, however. These include instances
of willful misfeasance, bad faith, gross negligence, and reckless disregard
of the duties involved in the conduct of the particular office involved.
Pursuant to Section 11 of the Distribution Agreement, the Registrant
agrees to indemnify and hold harmless the Distributor and each of its
directors and officers and each person, if any, who controls the
Distributor within the meaning of Section 15 of the 1933 Act against any
loss, liability, claim, damages or expense arising by reason of any person
acquiring any shares, based upon the ground that the registration
statement, Prospectus, Statement of Additional Information, shareholder
reports or other information filed or made public by the Registrant
included a materially misleading statement or omission. However, the
Registrant does not agree to indemnify the Distributor or hold it harmless
to the extent that the statement or omission was made in reliance upon, and
in conformity with, information furnished to the Registrant by or on behalf
of the Distributor. The Registrant does not agree to indemnify the parties
against any liability to which they would be subject by reason of willful
misfeasance, bad faith, gross negligence, and reckless disregard of the
obligations and duties under the Distribution Agreement.
Pursuant to the agreement by which Fidelity Service Company ("Service") is
appointed sub-transfer agent, the Transfer Agent agrees to indemnify
Service for its losses, claims, damages, liabilities and expenses to the
extent the Transfer Agent is entitled to and receives indemnification from
the Registrant for the same events. Under the Transfer Agency Agreement,
the Registrant agrees to indemnify and hold the Transfer Agent harmless
against any losses, claims, damages, liabilities, or expenses resulting
from:
(1) any claim, demand, action or suit brought by any person other than the
Registrant, which names the Transfer Agent and/or the Registrant as a party
and is not based on and does not result from the Transfer Agent's willful
misfeasance, bad faith, negligence or reckless disregard of its duties, and
arises out of or in connection with the Transfer Agent's performance under
the Transfer Agency Agreement; or
(2) any claim, demand, action or suit (except to the extent contributed to
by the Transfer Agent's willful misfeasance, bad faith, negligence or
reckless disregard of its duties) which results from the negligence of the
Registrant, or from the Transfer Agent's acting upon any instruction(s)
reasonably believed by it to have been executed or communicated by any
person duly authorized by the Registrant, or as a result of the Transfer
Agent's acting in reliance upon advice reasonably believed by the Transfer
Agent to have been given by counsel for the Registrant, or as a result of
the Transfer Agent's acting in reliance upon any instrument or stock
certificate reasonably believed by it to have been genuine and signed,
countersigned or executed by the proper person.
Item 16. Exhibits
(1) An Amended and Restated Declaration of Trust, dated March 17, 1994, is
incorporated herein by reference to Exhibit 1 to Post-Effective Amendment
No. 83.
(2) By-laws of the Trust, as amended, are incorporated herein by reference
to Exhibit 2(a) to Fidelity Union Street Trust's (File No. 2-50318)
Post-Effective Amendment No. 87.
(3) Not applicable.
(4) Agreement and Plan of Reorganization among Fidelity Devonshire Street
Trust, Spartan Long-Term Government Bond Fund, Fidelity Fixed Income Trust,
Spartan Government Income Fund, and Fidelity Management & Research Company
is filed herein as Exhibit 1 to the Proxy Statement and Prospectus.
(5) Not applicable.
(6)(a) Management Contract, dated November 1, 1993, between Fidelity
Short-Term Bond Portfolio and Fidelity Management & Research Company is
incorporated herein by reference to Exhibit 5(a) to Post-Effective
Amendment No. 71.
(b) Management Contract, dated November 1, 1993, between Fidelity
Investment Grade Bond Fund and Fidelity Management & Research Company is
incorporated herein by reference to Exhibit 5(b) to Post-Effective
Amendment No. 71.
(c) Management Contract, dated November 1, 1989, between Spartan
Government Fund (currently known as Spartan Government Income Fund) and
Fidelity Management & Research Company is incorporated herein by reference
to Exhibit 5(c) to Post-Effective Amendment No. 74.
(d) Management Contract, dated November 1, 1993, between Spartan High
Income Fund and Fidelity Management & Research Company is incorporated
herein by reference to Exhibit 5(d) to Post-Effective Amendment No. 74.
(e) Management Contract, dated November 19, 1992, between Spartan
Short-Intermediate Government Fund and Fidelity Management & Research
Company is incorporated herein by reference to Exhibit 5(e) to
Post-Effective Amendment No. 74.
(f) Sub-Advisory Agreement, dated November 1, 1989, between Fidelity
Management & Research Company and Fidelity Management & Research (U.K.) on
behalf of Fidelity Short-Term Bond Portfolio is incorporated herein by
reference to Exhibit 5(f) to Post-Effective Amendment No. 74.
(g) Sub-Advisory Agreement, dated November 1, 1989, between Fidelity
Management & Research Company and Fidelity Management & Research (Far East)
on behalf of Fidelity Short-Term Bond Portfolio is incorporated herein by
reference to Exhibit 5(g) to Post-Effective Amendment No. 74.
(h) Sub-Advisory Agreement, dated November 1, 1989, between Fidelity
Management & Research Company and Fidelity Management & Research (U.K.) on
behalf of Fidelity Flexible Bond Portfolio is incorporated herein by
reference to Exhibit 5(h) to Post-Effective Amendment No. 74.
(i) Sub-Advisory Agreement, dated November 1, 1989, between Fidelity
Management & Research Company and Fidelity Management & Research (Far East)
on behalf of Fidelity Flexible Bond Portfolio is incorporated herein by
reference to Exhibit 5(i) to Post-Effective Amendment No. 74.
(j) Sub-Advisory Agreement, dated November 1, 1993, between Fidelity
Management & Research Company and Fidelity Management & Research (U.K.) on
behalf of Spartan High Income Fund is incorporated herein by reference to
Exhibit 5(j) to Post-Effective Amendment No. 74.
(k) Sub-Advisory Agreement, dated November 1, 1993, between Fidelity
Management & Research Company and Fidelity Management & Research (Far East)
on behalf of Spartan High Income Fund is incorporated herein by reference
to Exhibit 5(k) to Post-Effective Amendment No. 74.
(7)(a) General Distribution Agreement, dated April 1, 1987, between
Fidelity Flexible Bond Portfolio and Fidelity Distributors Corporation is
incorporated herein by reference to Exhibit 6(a) to Post-Effective
Amendment No. 74.
(b) Amendment, dated January 1, 1988, to General Distribution Agreement
between Fidelity Flexible Bond Portfolio and Fidelity Distributors
Corporation is incorporated herein by reference to Exhibit 6(b) to
Post-Effective Amendment No. 74.
(c) General Distribution Agreement, dated April 1, 1987, between
Fidelity Short-Term Bond Portfolio and Fidelity Distributors Corporation is
incorporated herein by reference to Exhibit 6(c) to Post-Effective
Amendment No. 74.
(d) Amendment, dated January 1, 1988, to General Distribution Agreement
between Fidelity Short-Term Bond Portfolio and Fidelity Distributors
Corporation is incorporated herein by reference to Exhibit 6(d) to
Post-Effective Amendment No. 74.
(e) General Distribution Agreement, dated November 7, 1988, between
Spartan Government Fund (currently known as Spartan Government Income Fund)
and Fidelity Distributors Corporation is incorporated herein by reference
to Exhibit 6(e) to Post-Effective Amendment No. 74.
(f) General Distribution Agreement, dated July 19, 1989, between
Spartan High Income Fund and Fidelity Distributors Corporation is
incorporated herein by reference to Exhibit 6(f) to Post-Effective
Amendment No. 74.
(g) Amendment, dated May 10, 1994, to General Distribution Agreement
between Spartan High Income Fund and Fidelity Distributors Corporation is
incorporated herein by reference to Exhibit 6(g) to Post-Effective
Amendment No. 74.
(h) Form of General Distribution Agreement between Spartan
Short-Intermediate Government Fund and Fidelity Distributors Corporation is
incorporated herein by reference to Exhibit 6(g) to Post-Effective
Amendment No. 64.
(8) Retirement Plan for Non-Interested Person Trustees, Directors, or
General Partners is incorporated herein by reference to Exhibit 7 to
Fidelity Union Street Trust's Post Effective Amendment No. 87 (File No.
2-50318).
(9)(a) Custodian Agreement, Appendix A, and Appendix C, dated December 1,
1994, between the Bank of New York and Fidelity Fixed-Income Trust on
behalf of Fidelity Investment Grade Bond Fund, Spartan Government Income
Fund, Fidelity Short-Term Bond Portfolio, Spartan High Income Fund, and
Spartan Short-Intermediate Government Fund, is incorporated herein by
reference to Exhibit 8(a) to Fidelity Hereford Street Trust's
Post-Effective Amendment No. 4 (File No. 33-52577).
(b) Appendix B, dated April 20, 1995, to the Custodian Agreement, dated
December 1, 1994, between The Bank of New York and Fidelity Fixed-Income
Trust on behalf of Fidelity Investment Grade Bond Fund, Spartan Government
Income Fund, Fidelity Short-Term Bond Portfolio, Spartan High Income Fund,
and Spartan Short-Intermediate Government Fund, is incorporated herein by
reference to Exhibit 8(b) to Fidelity Hereford Street Trust's
Post-Effective Amendment No. 5 (File No. 33-52577).
(10)(a) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity
Short-Term Bond Portfolio is incorporated herein by reference to Exhibit
15(a) to Post-Effective Amendment No. 74.
(b) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity
Flexible Bond Portfolio is incorporated herein by reference to Exhibit
15(b) to Post-Effective Amendment No. 74.
(c) Distribution and Service Plan pursuant to Rule 12b-1 for Spartan
High Income Fund is incorporated herein by reference to Exhibit 15(c) to
Post-Effective Amendment No. 74.
(d) Distribution and Service Plan pursuant to Rule 12b-1 for Spartan
Government Fund is incorporated herein by reference to Exhibit 15(d) to
Post-Effective Amendment No. 74.
(e) Distribution and Service Plan pursuant to Rule 12b-1 for Spartan
Short-Intermediate Government Fund is incorporated herein by reference to
Exhibit 15(e) to Post-Effective Amendment No. 74.
(11) Opinion and Consent of Kirkpatrick & Lockhart LLP as to the legality
of shares being registered is filed herein as Exhibit 11.
(12) Opinion and Consent of Kirkpatrick & Lockhart LLP as to tax matters in
connection with the reorganization of Spartan Long-Term Government Fund is
filed herein as Exhibit 12.
(13) Not applicable.
(14) Consent of Coopers & Lybrand, L.L.P. is filed herein as Exhibit 14.
(15) Not applicable.
(16) Not applicable.
(17) Rule 24f-2 Notice for Registrant's most recent fiscal year ended April
30, 1995 is filed herein as Exhibit 17.
Item 17. Undertakings
(1) The undersigned Registrant agrees that prior to any public reoffering
of the securities registered through the use of the prospectus which is a
part of this Registration Statement by any person or party who is deemed to
be an underwriter within the meaning of Rule 145(c) of the Securities Act
of 1933, the reoffering prospectus will contain the information called for
by the applicable registration form for reoffering by persons who may be
deemed underwriters, in addition to the information called for by the other
items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is filed
under paragraph (1) above will be filed as part of an amendment to the
Registration Statement and will not be used until the amendment is
effective, and that, in determining any liability under the Securities Act
of 1933, each Post-Effective Amendment shall be deemed to be a new
Registration Statement for the securities offered therein, and the offering
of securities at that time shall be deemed to be the initial bona fide
offering of them.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boston, and the Commonwealth of
Massachusetts, on the 30th day of January 1996.
FIDELITY FIXED-INCOME TRUST
By /s/Edward C. Johnson 3d (dagger)
Edward C. Johnson 3d, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
(Signature) (Title) (Date)

<TABLE>
<CAPTION>
<S> <C> <C>
/s/Edward C. Johnson 3d(dagger) President and Trustee January 30, 1996

Edward C. Johnson 3d (Principal Executive Officer)

</TABLE>

/s/Kenneth A. Rathgeber Treasurer January 30, 1996

Kenneth A. Rathgeber

/s/J. Gary Burkhead Trustee January 30, 1996

J. Gary Burkhead

/s/Ralph F. Cox * Trustee January 30, 1996

Ralph F. Cox

/s/Phyllis Burke Davis * Trustee January 30, 1996

Phyllis Burke Davis

/s/Richard J. Flynn * Trustee January 30, 1996

Richard J. Flynn

/s/E. Bradley Jones * Trustee January 30, 1996

E. Bradley Jones

/s/Donald J. Kirk * Trustee January 30, 1996

Donald J. Kirk

/s/Peter S. Lynch * Trustee January 30, 1996

Peter S. Lynch

/s/Edward H. Malone * Trustee January 30, 1996

Edward H. Malone

/s/Marvin L. Mann_____* Trustee January 30, 1996

Marvin L. Mann

/s/Gerald C. McDonough* Trustee January 30, 1996

Gerald C. McDonough

/s/Thomas R. Williams * Trustee January 30, 1996

Thomas R. Williams

(dagger) Signatures affixed by J. Gary Burkhead pursuant to a power of
attorney dated December 15, 1994 and filed herewith.
* Signature affixed by Robert C. Hacker pursuant to a power of attorney
dated December 15, 1994 and filed herewith.
POWER OF ATTORNEY
We, the undersigned Directors, Trustees or General Partners, as the case
may be, of the following investment companies:

<TABLE>
<CAPTION>
<S> <C>
Fidelity Advisor Annuity Fund Fidelity Income Fund
Fidelity Advisor Series I Fidelity Institutional Trust
Fidelity Advisor Series II Fidelity Investment Trust
Fidelity Advisor Series III Fidelity Magellan Fund
Fidelity Advisor Series IV Fidelity Massachusetts Municipal Trust
Fidelity Advisor Series V Fidelity Mt. Vernon Street Trust
Fidelity Advisor Series VI Fidelity Municipal Trust
Fidelity Advisor Series VII Fidelity New York Municipal Trust
Fidelity Advisor Series VIII Fidelity Puritan Trust
Fidelity California Municipal Trust Fidelity School Street Trust
Fidelity Capital Trust Fidelity Securities Fund
Fidelity Charles Street Trust Fidelity Select Portfolios
Fidelity Commonwealth Trust Fidelity Sterling Performance Portfolio, L.P.
Fidelity Congress Street Fund Fidelity Summer Street Trust
Fidelity Contrafund Fidelity Trend Fund
Fidelity Corporate Trust Fidelity U.S. Investments-Bond Fund, L.P.
Fidelity Court Street Trust Fidelity U.S. Investments-Government Securities
Fidelity Deutsche Mark Performance Fund, L.P.
Portfolio, L.P. Fidelity Union Street Trust
Fidelity Devonshire Trust Fidelity Yen Performance Portfolio, L.P.
Fidelity Exchange Fund Spartan U.S. Treasury Money Market
Fidelity Financial Trust Fund
Fidelity Fixed-Income Trust Variable Insurance Products Fund
Fidelity Government Securities Fund Variable Insurance Products Fund II
Fidelity Hastings Street Trust

</TABLE>

plus any other investment company for which Fidelity Management & Research
Company acts as investment adviser and for which the undersigned
individuals serve as Board Members (collectively, the "Funds"), hereby
severally constitute and appoint Arthur J. Brown, Arthur C. Delibert,
Robert C. Hacker, Richard M. Phillips, Dana L. Platt and Stephanie A.
Djinis, each of them singly, our true and lawful attorneys-in-fact, with
full power of substitution, and with full power to each of them, to sign
for us and in our names in the appropriate capacities, all Pre-Effective
Amendments to any Registration Statements of the Funds, any and all
subsequent Post-Effective Amendments to said Registration Statements, any
Registration Statements on Form N-14, and any supplements or other
instruments in connection therewith, and generally to do all such things in
our names and behalf in connection therewith as said attorneys-in-fact deem
necessary or appropriate, to comply with the provisions of the Securities
Act of 1933 and Investment Company Act of 1940, and all related
requirements of the Securities and Exchange Commission, hereby ratifying
and confirming all that said attorneys-in-fact or their substitutes may do
or cause to be done by virtue hereof.
WITNESS our hands on this fifteenth day of December, 1994.
/s/Edward C. Johnson 3d /s/Donald J. Kirk

Edward C. Johnson 3d Donald J. Kirk

/s/J. Gary Burkhead /s/Peter S. Lynch

J. Gary Burkhead Peter S. Lynch

/s/Ralph F. Cox /s/Marvin L. Mann

Ralph F. Cox Marvin L. Mann

/s/Phyllis Burke Davis /s/Edward H. Malone

Phyllis Burke Davis Edward H. Malone

/s/Richard J. Flynn /s/Gerald C. McDonough

Richard J. Flynn Gerald C. McDonough

/s/E. Bradley Jones /s/Thomas R. Williams

E. Bradley Jones Thomas R. Williams

POWER OF ATTORNEY
I, the undersigned President and Director, Trustee or General Partner, as
the case may be, of the following investment companies:

<TABLE>
<CAPTION>
<S> <C>
Fidelity Advisor Annuity Fund Fidelity Institutional Trust
Fidelity Advisor Series I Fidelity Investment Trust
Fidelity Advisor Series II Fidelity Magellan Fund
Fidelity Advisor Series III Fidelity Massachusetts Municipal Trust
Fidelity Advisor Series IV Fidelity Money Market Trust
Fidelity Advisor Series V Fidelity Mt. Vernon Street Trust
Fidelity Advisor Series VI Fidelity Municipal Trust
Fidelity Advisor Series VII Fidelity New York Municipal Trust
Fidelity Advisor Series VIII Fidelity Puritan Trust
Fidelity California Municipal Trust Fidelity School Street Trust
Fidelity Capital Trust Fidelity Securities Fund
Fidelity Charles Street Trust Fidelity Select Portfolios
Fidelity Commonwealth Trust Fidelity Sterling Performance Portfolio, L.P.
Fidelity Congress Street Fund Fidelity Summer Street Trust
Fidelity Contrafund Fidelity Trend Fund
Fidelity Corporate Trust Fidelity U.S. Investments-Bond Fund, L.P.
Fidelity Court Street Trust Fidelity U.S. Investments-Government Securities
Fidelity Destiny Portfolios Fund, L.P.
Fidelity Deutsche Mark Performance Fidelity Union Street Trust
Portfolio, L.P. Fidelity Yen Performance Portfolio, L.P.
Fidelity Devonshire Trust Spartan U.S. Treasury Money Market
Fidelity Exchange Fund Fund
Fidelity Financial Trust Variable Insurance Products Fund
Fidelity Fixed-Income Trust Variable Insurance Products Fund II
Fidelity Government Securities Fund
Fidelity Hastings Street Trust
Fidelity Income Fund

</TABLE>

plus any other investment company for which Fidelity Management & Research
Company acts as investment adviser and for which the undersigned individual
serves as President and Board Member (collectively, the "Funds"), hereby
severally constitute and appoint J. Gary Burkhead, my true and lawful
attorney-in-fact, with full power of substitution, and with full power to
sign for me and in my name in the appropriate capacity, all Pre-Effective
Amendments to any Registration Statements of the Funds, any and all
subsequent Post-Effective Amendments to said Registration Statements, any
Registration Statements on Form N-14, and any supplements or other
instruments in connection therewith, and generally to do all such things in
my name and behalf in connection therewith as said attorney-in-fact deem
necessary or appropriate, to comply with the provisions of the Securities
Act of 1933 and Investment Company Act of 1940, and all related
requirements of the Securities and Exchange Commission. I hereby ratify
and confirm all that said attorneys-in-fact or their substitutes may do or
cause to be done by virtue hereof.
WITNESS my hand on the date set forth below.
/s/Edward C. Johnson 3d December 15, 1994

Edward C. Johnson 3d

Exhibit 11
KIRKPATRICK & LOCKHART LLP

1800 MASSACHUSETTS AVENUE, NW
2ND FLOOR
WASHINGTON, D.C. 20036-1800
January 25, 1996
Fidelity Fixed-Income Trust
82 Devonshire Street
Boston, Massachusetts 02109
Ladies and Gentlemen:
You have requested our opinion regarding certain matters in connection
with the issuance of shares of Spartan Government Income Fund ("Government
Income"), a series of Fidelity Fixed-Income Trust (the "Trust"), pursuant
to a Registration Statement filed by the Trust on Form N-14 ("Registration
Statement") under the Securities Act of 1933 ("1933 Act"). We understand
that shares of Government Income will be issued in connection with the
proposed acquisition by Government Income of all of the assets of Spartan
Long-Term Government Fund ("Long-Term Government"), a series of Fidelity
Devonshire Trust, and the assumption by Government Income of the
liabilities of Long-Term Government, solely in exchange for shares of
Government Income.
We have, as counsel, participated in various business and other matters
relating to the Trust. We have examined copies, either certified or
otherwise proved to be genuine, of the Trust's Declaration of Trust, the
minutes of the meetings of the trustees and other documents relating to the
organization and operation of the Trust and the authorization and issuance
of shares of beneficial interest of the Trust. Based upon this
examination, we are of the opinion that the shares to be issued pursuant to
the Registration Statement, when issued upon the terms provided in the
Registration Statement, subject to compliance with the 1933 Act, the
Investment Company Act of 1940, and applicable state law regulating the
offer and sale of securities, will be legally issued, fully paid, and
non-assessable.
The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders of a business trust
may be held personally liable for the obligations of the Trust. The
Declaration of Trust provides that the trustees shall have no power to bind
any shareholder personally or to call upon any shareholder for the payment
of any sum of money or assessment whatsoever other than such as the
shareholder may at any time personally agree to pay by way of subscription
for any shares or otherwise, and requires that every note, bond, contract
or other undertaking issued by or on behalf of the Trust or the Trustees
relating to the Trust shall include a recitation limiting the obligation
represented thereby to the Trust and its assets (but the omission of such a
recitation shall not operate to bind any shareholder). The Declaration of
Trust further provides: (i) that any shareholder held personally liable
solely by reason of his being or having been a shareholder and not because
of his acts or omissions or for some other reason, shall be entitled out of
the assets belonging to the applicable series of the Trust to be held
harmless from and indemnified against all loss and expense arising from
such liability; and (ii) that the Trust shall, upon request by a
shareholder, assume the defense of any claim made against the shareholder
for any act or obligation of the Trust or a series thereof and satisfy any
judgment thereon.

We hereby consent to the reference to our firm under the captions
"Synopsis -- Federal Income Tax Consequences of the Reorganization," "The
Proposed Transaction -- Federal Income Tax Considerations," and
"Miscellaneous -- Legal Matters", each of which constitutes a part of the
Registration Statement. We further consent to your filing a copy of this
opinion as an exhibit to the Registration Statement.
Yours truly,
/s/ Kirkpatrick & Lockhart LLP

Exhibit 12
KIRKPATRICK & LOCKHART LLP

1800 MASSACHUSETTS AVENUE, NW
2ND FLOOR
WASHINGTON, D.C. 20036-1800
January 24, 1996
Fidelity Devonshire Trust
Fidelity Fixed-Income Trust
82 Devonshire Street
Boston, MA 02109
Ladies and Gentlemen:
Fidelity Devonshire Trust ("FDT"), a Massachusetts business trust, on
behalf of Spartan Long-Term Government Bond Fund ("Acquired"), a series of
FDT, and Fidelity Fixed-Income Trust ("FFIT"), a Massachusetts business
trust, on behalf of Spartan Government Income Fund ("Acquiring"), a series
of FFIT, have requested our opinion as to certain federal income tax
consequences of a transaction ("Reorganization") in which Acquiring will
acquire all of the assets and assume all of the liabilities of Acquired in
exchange solely for shares of beneficial interest in Acquiring ("Acquiring
Shares") pursuant to an Agreement and Plan of Reorganization and
Liquidation ("Agreement") to be entered into between Acquired and Acquiring
on March 8, 1996.
In rendering this opinion, we have examined a draft of the Agreement
("Draft Agreement"), the prospectus/proxy statement to be filed with the
Securities and Exchange Commission in connection with the Reorganization,
the currently effective prospectuses and statements of additional
information of Acquired and Acquiring, and such other documents as we have
deemed necessary. We have also relied, with your consent, on certificates
of officers of FDT and FFIT.
OPINION
Based solely on the facts and representations set forth in the reviewed
documents and the certificates of officers of FDT and FFIT, and assuming
that (i) those representations are true on the date of the Reorganization,
(ii) the Reorganization is consummated in accordance with the Agreement,
and (iii) the Agreement does not differ materially from the Draft
Agreement, our opinion with respect to the federal income tax consequences
of the Reorganization is as follows.
The Reorganization will be a reorganization under section 368(a)(1)(C) of
the Internal Revenue Code of 1986, as amended ("Code"), and Acquired and
Acquiring will each be parties to the Reorganization under section 368(b)
of the Code.
No gain or loss will be recognized by Acquired upon the transfer of all
of its assets to Acquiring in exchange solely for Acquiring Shares and
Acquiring's assumption of Acquired's liabilities followed by the
distribution of those Acquiring Shares to the Acquired shareholders in
liquidation of Acquired.
No gain or loss will be recognized by Acquiring on the receipt of
Acquired's assets in exchange solely for Acquiring Shares and the
assumption of Acquired's liabilities.
The basis of Acquired's assets in the hands of Acquiring will be the same
as the basis of such assets in Acquired's hands immediately prior to the
Reorganization.
Acquiring's holding period in the assets to be received from Acquired
will include Acquired's holding period in such assets.
The Acquired shareholders will recognize no gain or loss on the exchange
of the shares of beneficial interest in Acquired ("Acquired Shares") solely
for the Acquiring Shares in the Reorganization.
The Acquired shareholders' basis in the Acquiring Shares to be received
by them will be the same as their basis in the Acquired Shares to be
surrendered in exchange therefor.
The holding period of the Acquiring Shares to be received by the Acquired
shareholders will include the holding period of the Acquired Shares to be
surrendered in exchange therefor, provided those Acquired Shares were held
as capital assets on the date of the Reorganization.
The foregoing opinion is based on, and is conditioned on the continued
applicability of, the provisions of the Code and the regulations
thereunder, case law precedent, and the Internal Revenue Service
pronouncements in existence at the date hereof. We express no opinion
other than those contained herein.
We consent to the inclusion of this opinion in the registration statement
on Form N-14 filed with the Securities and Exchange Commission and the
inclusion of the name "Kirkpatrick & Lockhart LLP" in the "Comparison of
Other Policies of the Funds -- Federal Income Tax Consequences of the
Reorganization" and "The Proposed Transaction -- Federal Income Tax
Considerations" sections of that registration statement.
Very truly yours,
/s/Kirkpatrick & Lockhart LLP

Exhibit 14
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference, into the Proxy
Statement and Prospectus (the Proxy/Prospectus) constituting part of this
Registration Statement on Form N-14 (the Registration Statement) of
Fidelity Fixed Income Trust: Spartan Government Income Fund, of our report
dated June 8, 1995 on the financial statements and financial highlights
included in the April 30, 1995 Annual Report to Shareholders of Spartan
Government Income Fund.
We also consent to the incorporation by reference in the Registration
Statement, of our report dated March 7, 1995 on the financial statements
and financial highlights included in the Annual Report to Shareholders of
Fidelity Devonshire Trust: Spartan Long Term Government Bond Fund.
We further consent to the references to our Firm under the headings
"Experts" and "Financial Highlights" in the Proxy/Prospectus and to the
references to our Firm under the headings "Financial Highlights" in the
Prospectuses and "Auditor" in the Statements of Additional Information for
Spartan Government Income Fund and Spartan Long Term Government Bond Fund,
which are also incorporated by reference into the Proxy/Prospectus.
/s/ COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
January 26, 1996

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Fixed Income Trust
(Name of Registrant)
File No. 2-41839
FILE NO. 2-41839
Fixed Income Trust
: Fidelity Investment Grade Bond Fund
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended April 30, 1995
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal
Year
Registered Other Than Pursuant to Rule 24f-2
7,877,066 shares
(iii) Number of Securities Registered During Fiscal Year Other Than
Pursuant
to Rule 24f-2
12,842,077 shares
(iv) Number of Securities Sold During Fiscal Year
88,841,833 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
72,841,949 shares
Number of Shares
Aggregate Price
Sales Pursuant to Rule 24f-2:

72,841,949
$
509,254,918
Redemptions:

(72,841,949)
$
(509,254,918)
Net Sales Pursuant to Rule 24f-2:

0
$
0
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $0
Fixed Income Trust
:
Fidelity Investment Grade Bond Fund
By John H. Costello
Assistant Treasurer
FILE NO. 2-41839
Fixed Income Trust
: Spartan High Income
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended April 30, 1995
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal
Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than
Pursuant
to Rule 24f-2
1,831,873 shares
(iv) Number of Securities Sold During Fiscal Year
31,214,251 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
29,382,378 shares
Number of Shares
Aggregate Price
Sales Pursuant to Rule 24f-2:

29,382,378
$
341,711,133
Redemptions:

(21,902,511)
$
(252,615,522)
Net Sales Pursuant to Rule 24f-2:

7,479,867
$
89,095,611
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $30,722.62
Fixed Income Trust
:
Spartan High Income
By John H. Costello
Assistant Treasurer
FILE NO. 2-41839
Fixed Income Trust
: Spartan Government Income Fund
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended April 30, 1995
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal
Year
Registered Other Than Pursuant to Rule 24f-2
6,574,462 shares
(iii) Number of Securities Registered During Fiscal Year Other Than
Pursuant
to Rule 24f-2
15,739,964 shares
(iv) Number of Securities Sold During Fiscal Year
3,685,770 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
3,685,770 shares
Number of Shares
Aggregate Price
Sales Pursuant to Rule 24f-2:

3,685,770
$
36,150,573
Redemptions See Note (2) :

(3,685,770)
$
(36,150,573)
Note (2) : The total number of shares redeemed for the total dollar
amount of
redemptions for the fiscal period ended April 30, 1995
, aggregated
9,835,808
and $96,396,776
, respectively. An additional filing
pursuant to Rule 24e-2 can be made to register a number of shares
that will include the share redemptions not utilized under Rule 24f-2.
Net Sales Pursuant to Rule 24f-2:

0
$
0
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $0
Fixed Income Trust
:
Spartan Government Income Fund
By John H. Costello
Assistant Treasurer
FILE NO. 2-41839
Fixed Income Trust
: Fidelity Short Term Bond
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended April 30, 1995
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal
Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than
Pursuant
to Rule 24f-2
5,171,934 shares
(iv) Number of Securities Sold During Fiscal Year
77,384,292 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
77,384,292 shares
Number of Shares
Aggregate Price
Sales Pursuant to Rule 24f-2:

77,384,292
$
686,551,577
Redemptions See Note (2) :

(77,384,292)
$
(686,551,577)
Note (2) : The total number of shares redeemed for the total dollar
amount of
redemptions for the fiscal period ended April 30, 1995
, aggregated
154,192,197
and $1,361,012,002
, respectively. An additional filing
pursuant to Rule 24e-2 can be made to register a number of shares
that will include the share redemptions not utilized under Rule 24f-2.
Net Sales Pursuant to Rule 24f-2:

0
$
0
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $0
Fixed Income Trust
:
Fidelity Short Term Bond
By John H. Costello
Assistant Treasurer
FILE NO. 2-41839
Fixed Income Trust
: Spartan Short Intermediate Government Fund
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended April 30, 1995
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal
Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than
Pursuant
to Rule 24f-2
18,228 shares
(iv) Number of Securities Sold During Fiscal Year
9,650,275 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
9,632,047 shares
Number of Shares
Aggregate Price
Sales Pursuant to Rule 24f-2:

9,632,047
$
90,001,607
Redemptions:

(5,715,464)
$
(53,526,180)
Net Sales Pursuant to Rule 24f-2:

3,916,583
$
36,475,427
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $12,577.73
Fixed Income Trust
:
Spartan Short Intermediate Government Fund
By John H. Costello
Assistant Treasurer
Fidelity
Investments
Fidelity Management & Research Co.
82 Devonshire Street
Boston, MA 02109
617 570 7000
June 20, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
RE: Rule 24f-2 Notice
Fixed Income Trust
File No. 2-41839
Gentlemen:
Pursuant to Rule 24f-2(b)(1) under the Investment Company Act of 1940,
enclosed herewith on behalf of the above fund is a Rule 24f-2 Notice for
the fiscal year ended April 30, 1995
. In accordance with Rule 24f-2(c), the
required filing fee of $43,300.35
was wired to Mellon Bank, in Pittsburgh,
Pennsylvania on June 20, 1995
.
Very truly yours,
Fixed Income Trust
By John H. Costello
Assistant Treasurer
Enclosures

June 19, 1995

Mr. John Costello, Assistant Treasurer
Fidelity Fixed-Income Trust:
82 Devonshire Street
Boston, Massachusetts 02109

Dear Mr. Costello:

Fidelity Corporate Bond Fund, Inc. was a corporation under the
laws of the Commonwealth of Massachusetts on June 25, 1970
under the name of Fidelity Bond Fund, Inc. which name was
changed to Fidelity Bond-Debenture Fund, Inc. on June 10, 1971,
to Fidelity Corporate Bond Fund on October 31, 1984 at the time
of its reorganization as a Massachusetts business trust (the "fund"),
and to Fidelity Flexible Bond Fund on October 25, 1985. An
amended Declaration of Trust changing the name of the fund from
Fidelity Flexible Bond Fund to Fidelity Fixed-Income Trust was
dated, executed and delivered in Boston, Massachusetts on
September 3, 1986. Supplements to the Declaration of Trust were
filed with the Secretary of the Commonwealth on December 4,
1987 and November 16, 1989. In addition, the Declaration of
Trust was amended and restated on March 17, 1994 and filed with
the Secretary of the Commonwealth on April 14, 1994.

I have conducted such legal and factual inquiry as I have deemed
necessary for the purpose of rendering this opinion.

Under Article III, Section 1, of the Declaration of Trust, the
beneficial interest in the Trust shall be divided into such transferable
Shares of one or more separate and distinct Series as the Trustees
shall from time to time create and establish. The number of Shares
is unlimited and each Share shall be without par value and shall be
fully paid and nonassessable. The Trustees shall have full power
and authority, in their sole discretion and without obtaining any
prior authorization or vote of the Shareholders of the Trust to
create and establish (and to change in any manner) Shares with such
preferences, voting powers, rights, and privileges as the Trustees
may from time to time determine, to divide or combine the Shares
into a greater or lesser number, to classify or reclassify any issued
Shares into one or more Series of Shares, to abolish any one or
more Series of Shares, and to take such other action with respect to
the Shares as the Trustees may deem desirable.

Under Article III, Section 4, the Trustees shall accept investments
in the Trust from such persons and on such terms as they may from
time to time authorize. Such investments may be in the form of
cash or securities in which the appropriate Series is authorized to
invest, valued as provided in Article X, Section 3. After the date of
the initial contribution of capital, the number of Shares to represent
the initial contribution may in the Trustee's discretion be considered
as outstanding and the amount received by the Trustees on account
of the contribution shall be treated as an asset of the Trust.
Subsequent investments in the Trust shall be credited to each
Shareholder's account in the form of full Shares at the Net Asset
Value per Share next determined after the investment is received;
provided, however, that the Trustees may, in their sole discretion,
(a) impose a sales charge upon investments in the Trust and (b)
issue fractional Shares.

By a vote adopted on December 14, 1984 and amended on
February 22, 1985, the Board of Trustees authorized the issue and
sale, from time to time, of an unlimited number of shares of
beneficial interest of the Trust in accordance with the terms
included in the current Registration Statement and subject to the
limitations of the Declaration of Trust and any amendments thereto.

I understand from you that, pursuant to Rule 24f-2 under the
Investment Company Act of 1940, the Trust has registered an
indefinite number of shares of beneficial interest under the
Securities Act of 1933. I further understand that, pursuant to the
provisions of Rule 24f-2, the Trust is about to file with the
Securities and Exchange Commission a notice making definite the
registration of 192,926,436 shares of the Trust (the shares) sold in
reliance upon Rule 24f-2 during the fiscal year ended April 30,
1995.

I am of the opinion that all necessary Trust action precedent to the
issue of Shares has been duly taken, and that all Shares were legally
and validly issued, and are fully paid and nonassessable, except as
described in each fund's Statement of Additional Information under
the heading "Shareholder and Trustee Liability." In rendering this
opinion, I rely on the representation by the Trust that it or its agent
received consideration for the Shares in accordance with the trust's
Declaration of Trust and I express no opinion as to compliance with
the Securities Act of 1933, the Investment Company Act of 1940 or
applicable state "Blue Sky" or securities laws in connection with
sales of the Shares.

I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with a Rule 24f-2 Notice
which you are about to file under the 1940 Act with said
commission.

Very truly yours,

Arthur S. Loring, Esq.
Vice President - Legal

Mr. Costello
May 18, 1995
Page 3