FIDELITY CHARLES STREET TRUST
N-30D, 1998-11-17
Previous: BT ALEX BROWN CASH RESERVE FUND INC, N-30D, 1998-11-17
Next: INDEPENDENT RESEARCH AGENCY FOR LIFE INSURANCE INC, SC 13E3/A, 1998-11-17


 
 
FIDELITY 
ASSET MANAGER: GROWTH SM
 
ANNUAL REPORT
SEPTEMBER 30, 1998
 
(2_FIDELITY_LOGOS)(registered trademark)
 
CONTENTS
 
PRESIDENT'S MESSAGE     3   Ned Johnson on investing strategies.        
 
PERFORMANCE             4   How the fund has done over time.            
 
MARKET RECAP            6   An overview of the market's performance     
                            and the factors driving it.                 
 
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    44  Statements of assets and liabilities,       
                            operations, and changes in net assets,      
                            as well as financial highlights.            
 
NOTES                   48  Notes to the financial statements.          
 
REPORT OF INDEPENDENT   53  The auditors' opinion.                      
ACCOUNTANTS                                                             
 
DISTRIBUTIONS           54                                              
 
 
To reduce expenses and demonstrate respect for our environment, we
have initiated a project through which we will begin eliminating
duplicate copies of most financial reports and prospectuses to most
households, even if they have more than one account in the fund. If
additional copies of financial reports, prospectuses or historical
account information are needed, please call 1-800-544-6666.
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
 
(photo_of_Edward_C_Johnson_3d)
 
DEAR SHAREHOLDER:
The stock and bond markets continued to be influenced by competing
factors as the third quarter of 1998 ended. On the one hand, low
inflation, low unemployment and moderate growth in the U.S. economy
provided a foundation for positive returns. But growing concerns about
U.S. corporate earnings, combined with fears about the health of the
economies and financial markets in Japan, Russia and many emerging
markets, led to a continuation of the volatility that has marked most
of the year.
While it's impossible to predict the future direction of the markets
with any degree of certainty, there are certain basic principles that
can help investors plan for their future needs.
First, investors are encouraged to take a long-term view of their
portfolios. If you can afford to leave your money invested through the
inevitable up and down cycles of the financial markets, you will
greatly reduce your vulnerability to any single decline. We know from
experience, for example, that stock prices have gone up over longer
periods of time, have significantly outperformed other types of
investments and have stayed ahead of inflation. 
Second, you can further manage your investing risk through
diversification. Asset Manager funds are already diversified because
they invest in stocks, bonds and short-term and money market
instruments, both in the U.S. and overseas. If you have a shorter
investment time horizon, you might want to consider moving some of
your investment into Asset Manager: Income, which generally has a
higher weighting in short-term investments compared with the other
Asset Manager funds.
Finally, no matter what your time horizon or portfolio diversity, it
makes good sense to follow a regular investment plan, investing a
certain amount of money in a fund at the same time each month or
quarter and periodically reviewing your overall portfolio. By doing
so, you won't get caught up in the excitement of a rapidly rising
market, nor will you buy all your shares at market highs. While this
strategy - known as dollar cost averaging - won't assure a profit or
protect you from a loss in a declining market, it should help you
lower the average cost of your purchases.
If you have questions, please call us at 1-800-544-8888. We are
available 24 hours a day, seven days a week to provide you 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. Total return reflects the change in the value of an
investment, assuming reinvestment of the fund's dividend income and
capital gains (the profits earned upon the sale of securities that
have grown in value). If Fidelity had not reimbursed certain fund
expenses, the life of fund total returns would have been lower.
 
CUMULATIVE TOTAL RETURNS
PERIODS ENDED SEPTEMBER          PAST 1  PAST 5   LIFE OF  
30, 1998                         YEAR    YEARS    FUND     
 
FIDELITY ASSET                   5.33%   81.45%   154.80%  
MANAGER: GROWTH                                            
 
Fidelity Aggressive              9.98%   105.38%  n/a      
Composite                                                  
 
 S&P 500 (registered trademark)  9.05%   147.93%  188.48%  
 
 LB Aggregate Bond               11.51%  41.66%   67.15%   
 
 LB 3 Month T-Bill               5.50%   29.17%   n/a      
 
Flexible Portfolio               2.20%   74.61%   n/a      
Funds Average                                              
 
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 30, 1991. For example, if you had
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 Fidelity Aggressive Asset Allocation
Composite Index, a hypothetical combination of unmanaged indices. The
composite index combines the total returns of the Standard & Poor's
500 Index, the Lehman Brothers Aggregate Bond Index and the Lehman
Brothers 3 Month Treasury Bill Index weighted according to the fund's
neutral mix. To measure how the fund's performance stacked up against
its peers, you can compare it to the flexible portfolio funds average,
which reflects the performance of mutual funds with similar objectives
tracked by Lipper Analytical Services, Inc. The past one year average
represents a peer group of 196 mutual funds. The benchmarks listed in
the table above include reinvested dividends and capital gains, if
any, and exclude the effect of sales charges.
 
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED SEPTEMBER   PAST 1  PAST 5  LIFE OF  
30, 1998                  YEAR    YEARS   FUND     
 
FIDELITY ASSET            5.33%   12.65%  14.85%   
MANAGER: GROWTH                                    
 
Fidelity Aggressive       9.98%   15.48%  n/a      
Composite                                          
 
AVERAGE ANNUAL TOTAL RETURNS take the fund's 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
<TABLE>
<CAPTION>
<S>               <C>                         <C>                     <C>
             Asset Manager: Growth       S&P 500                     LB Aggregate Bond           FID Aggressive Composite
             00321                       SP001                       LB001                       F0022
  1991/12/31      10000.00                    10000.00                    10000.00                    10000.00
  1992/01/31      10367.06                     9814.00                     9864.00                     9832.79
  1992/02/29      10585.32                     9941.58                     9928.12                     9928.85
  1992/03/31      10436.51                     9747.72                     9872.52                     9786.72
  1992/04/30      10466.27                    10034.30                     9943.60                     9994.20
  1992/05/31      10684.52                    10083.47                    10131.53                    10082.80
  1992/06/30      10565.48                     9933.23                    10271.35                    10030.65
  1992/07/31      11001.98                    10339.50                    10480.89                    10375.92
  1992/08/31      10823.41                    10127.54                    10586.74                    10268.64
  1992/09/30      11071.43                    10247.04                    10712.72                    10394.18
  1992/10/31      11279.76                    10282.91                    10570.25                    10371.52
  1992/11/30      11686.51                    10633.55                    10572.36                    10594.82
  1992/12/31      11907.91                    10764.35                    10740.46                    10733.81
  1993/01/31      12079.90                    10854.77                    10946.68                    10863.25
  1993/02/28      12231.66                    11002.39                    11138.24                    11025.99
  1993/03/31      12707.16                    11234.54                    11185.02                    11189.63
  1993/04/30      12747.63                    10962.67                    11263.32                    11041.15
  1993/05/31      13010.68                    11256.47                    11277.96                    11230.85
  1993/06/30      13202.90                    11289.11                    11482.09                    11328.95
  1993/07/31      13445.72                    11243.95                    11547.54                    11321.07
  1993/08/31      13992.04                    11670.10                    11749.62                    11677.20
  1993/09/30      13931.34                    11580.24                    11781.35                    11634.00
  1993/10/31      14366.38                    11819.95                    11824.94                    11804.96
  1993/11/30      14244.97                    11707.66                    11724.43                    11694.61
  1993/12/31      15041.53                    11849.32                    11787.74                    11802.05
  1994/01/31      15622.08                    12252.20                    11946.87                    12113.43
  1994/02/28      15157.64                    11920.17                    11739.00                    11822.99
  1994/03/31      14387.09                    11400.45                    11449.04                    11410.18
  1994/04/30      14365.98                    11546.37                    11357.45                    11479.88
  1994/05/31      14482.09                    11735.73                    11356.32                    11600.01
  1994/06/30      14049.31                    11448.21                    11331.33                    11409.94
  1994/07/31      14397.64                    11823.71                    11556.82                    11717.71
  1994/08/31      14904.30                    12308.48                    11570.69                    12032.78
  1994/09/30      14682.64                    12006.92                    11400.60                    11792.90
  1994/10/31      14724.86                    12277.08                    11390.34                    11965.75
  1994/11/30      14302.64                    11829.95                    11365.28                    11677.52
  1994/12/31      13930.27                    12005.39                    11443.70                    11814.50
  1995/01/31      13583.09                    12316.69                    11670.29                    12082.17
  1995/02/28      13810.93                    12796.67                    11948.04                    12468.34
  1995/03/31      14093.00                    13174.30                    12020.93                    12734.26
  1995/04/30      14483.57                    13562.28                    12189.22                    13031.23
  1995/05/31      14841.59                    14104.36                    12660.94                    13531.10
  1995/06/30      15156.22                    14432.01                    12753.37                    13770.98
  1995/07/31      15785.47                    14910.57                    12725.31                    14055.82
  1995/08/31      15872.26                    14948.00                    12879.29                    14131.14
  1995/09/30      16143.49                    15578.81                    13004.21                    14562.61
  1995/10/31      15948.20                    15523.19                    13173.27                    14599.91
  1995/11/30      16338.77                    16204.66                    13370.87                    15087.68
  1995/12/31      16709.46                    16516.76                    13558.06                    15345.57
  1996/01/31      17260.20                    17078.99                    13647.54                    15717.60
  1996/02/29      17238.17                    17237.31                    13410.08                    15718.76
  1996/03/31      17271.22                    17403.31                    13316.21                    15779.27
  1996/04/30      17568.62                    17659.83                    13241.64                    15903.57
  1996/05/31      17766.88                    18115.28                    13215.15                    16166.03
  1996/06/30      17843.99                    18184.30                    13392.24                    16271.19
  1996/07/31      17392.38                    17380.92                    13428.39                    15819.24
  1996/08/31      17513.54                    17747.48                    13405.57                    16029.81
  1996/09/30      18240.52                    18746.31                    13638.82                    16698.83
  1996/10/31      18769.23                    19263.33                    13941.60                    17112.15
  1996/11/30      20002.89                    20719.45                    14180.01                    18045.43
  1996/12/31      19648.40                    20308.99                    14048.13                    17761.28
  1997/01/31      20465.58                    21577.90                    14091.68                    18555.94
  1997/02/28      20693.91                    21747.07                    14126.91                    18672.99
  1997/03/31      19684.45                    20853.48                    13970.10                    18088.00
  1997/04/30      20489.61                    22098.44                    14179.65                    18916.16
  1997/05/31      21739.42                    23443.79                    14314.36                    19772.23
  1997/06/30      22388.36                    24494.07                    14484.70                    20454.67
  1997/07/31      23902.55                    26443.06                    14875.79                    21737.47
  1997/08/31      23133.43                    24961.72                    14749.34                    20843.86
  1997/09/30      23998.69                    26328.88                    14967.63                    21724.91
  1997/10/31      23505.97                    25449.49                    15184.66                    21300.40
  1997/11/30      24251.05                    26627.55                    15254.51                    22019.68
  1997/12/31      24847.53                    27084.74                    15408.58                    22344.66
  1998/01/31      25035.77                    27384.30                    15605.81                    22594.52
  1998/02/28      26461.01                    29359.26                    15593.33                    23734.85
  1998/03/31      27213.97                    30862.74                    15646.35                    24611.42
  1998/04/30      26689.59                    31173.22                    15727.71                    24822.27
  1998/05/31      26850.93                    30637.36                    15877.12                    24588.12
  1998/06/30      27536.66                    31881.84                    16012.08                    25344.79
  1998/07/31      27119.85                    31542.30                    16045.70                    25174.73
  1998/08/31      24134.92                    26981.92                    16307.25                    22735.27
  1998/09/30      25277.79                    28710.38                    16688.84                    23893.79
IMATRL PRASUN   SHR__CHT 19980930 19981005 150312 R00000000000084
</TABLE>
 
$10,000 OVER LIFE OF FUND: Let's say hypothetically that $10,000 was
invested in Fidelity Asset Manager: Growth Fund on December 31, 1991,
shortly after the fund started. As the chart shows, by September 30,
1998, the value of the investment would have grown to $25,278 - a
152.78% increase on the initial investment. For comparison, look at
how both the S&P 500 Index, a widely recognized, unmanaged index of
common stocks, and the Lehman Brothers Aggregate Bond Index, a market
value weighted performance benchmark for investment-grade fixed-rate
debt issues, including government, corporate, asset-backed, and
mortgage-backed securities, with maturities of at least one year, did
over the same period. With dividends and capital gains, if any,
reinvested, the same $10,000 investment in the S&P 500 Index would
have grown to $28,710 - a 187.10% increase. If $10,000 was invested in
the Lehman Brothers Aggregate Bond Index, it would have grown to
$16,689 - a 66.89% increase. You can also look at how 
the Fidelity Aggressive Asset Allocation Composite Index, did over the
same period. The composite index combines the total returns of the S&P
500 Index (+187.10%), the Lehman Brothers Aggregate Bond Index
(+66.89%) and the Lehman Brothers 3-month T-Bill Index (+36.09%)
according to the fund's neutral mix,* and assumes monthly rebalancing 
of the mix. With dividends and interest, if any, reinvested, the same
$10,000 investment would have grown to $23,894 - a 138.94% increase.
 
(checkmark)UNDERSTANDING
PERFORMANCE
How a fund did yesterday is 
no guarantee of how it will do 
tomorrow. 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.
 
* CURRENTLY 70% STOCKS, 25% BONDS AND 5% SHORT-TERM/MONEY MARKET
INSTRUMENTS EFFECTIVE 
JANUARY 1, 1997; 65%, 30% AND 5%, RESPECTIVELY, PRIOR TO JANUARY 1,
1997.
 
MARKET RECAP
 
Against a backdrop of financial and economic instability in many of
the world's  developed and emerging markets on the one hand, and a
resilient domestic economy on the other, the U.S. stock and bond
markets experienced extreme volatility during the 12-month period that
ended September 30, 1998. 
STOCKS: The 12-month period that drew to a close on September 30,
1998, is one equity investors will remember for years to come. The
period began as it ended: with unusually volatile markets. In October
1997, the Dow Jones Industrial Average - an index of 30 blue-chip
stocks - tumbled over 550 points in one day on the news of worsening
economic conditions in Asia. The Dow rebounded the following day,
however, rising 330 points as investors focused on higher-quality
stocks with strong liquidity and minimal international exposure. This
trend continued in the first and second quarters of 1998, as U.S.
economic growth chugged along on the rails of near-record lows for
inflation, unemployment and interest rates. Unfortunately, emerging
markets - particularly in Russia and Latin America - seemed to catch
the so-called "Asian contagion," causing a free-fall in the U.S. stock
market. On August 31, the Dow plunged 512.61 points - erasing all
previous gains for the year. Appropriately, the Dow closed on
September 30 with a 237.90 loss, triggered by investor disappointment
over a lower-than-hoped-for reduction in the federal funds rate. For
the 12-month period ending September 30, 1998, the Dow eked out a
barely positive gain of 0.40%, while the Standard & Poor's 500 Index -
a market-capitalization weighted index of 500 widely held U.S. stocks
- - returned 9.05%.
BONDS: As a safe haven from turbulent stock markets worldwide, bond
markets reaped the benefits from the flight to quality by anxious
investors during the 12-month period ending September 30, 1998. The
Lehman Brothers Aggregate Bond Index - a broad measure of the U.S.
taxable investment-grade bond market - returned 11.51% over the past
year, over two and one-half times higher than the 4.54% return
generated for the six-month period ending March 31, 1998. The buying
surge sent Treasury-bond yields - which move in the opposite direction
of bond prices - to their lowest level in over three decades, as the
yield on the benchmark 30-year bond fell to 4.96%. In spite of the
global economic crisis that dominated the period, the U.S. enjoyed low
interest rates, low inflation and a stable economy, which aided the
performance of corporate bonds. The Lehman Brothers Corporate Bond
Index returned 11.07% for the 12-month period. Mortgage-backed bonds
also performed well, although lower interest rates resulted in higher
refinancing activity. The Lehman Brothers Mortgage Backed Securities
Index had a 12-month return of 8.62%. Interest rates fell even lower
late in the period, as the Federal Reserve lowered the fed funds rate
by 0.25%, the first rate cut in nearly three years. The period's
biggest losers were shareholders of emerging-market debt, as the JP
Morgan Emerging Markets Bond Index lost 20.89% over the past 12
months.   
 
FUND TALK: THE MANAGER'S OVERVIEW
 
An interview with Richard Habermann, Portfolio Manager of Fidelity
Asset Manager: Growth
 
(PHOTOGRAPH OF RICHARD HABERMANN)
 
Q. HOW DID THE FUND PERFORM, DICK?
A. For the 12-month period that ended September 30, 1998, the fund
returned 5.33%. That trailed the 9.98% return of the Fidelity
Aggressive Composite Index, but beat the 2.20% return of the flexible
portfolio funds average, according to Lipper Analytical Services. The
fund's competitive performance relative to its peer group was due in
large part to the fund's balanced approach to asset allocation. Many
funds within the peer group were fairly aggressive in terms of asset
allocation and security exposure - factors that detracted from peer
group performance late in the period as equity markets stumbled. In
contrast, the fund's bond allocation may have benefited performance
relative to its peers.
Q. WHAT WAS YOUR STRATEGY IN TERMS OF ASSET ALLOCATION?
A. The fund's neutral mix generally calls for 70% to be invested in
stocks, 25% in bonds and 5% in short-term/money market instruments.
Given the market volatility we witnessed throughout the period,
however - particularly during the past six months - the percentage in
stocks was scaled back and the fund's exposure to bonds was increased.
This decision was made during the summer months based on a belief that
global market turmoil could creep into U.S. corporate circles and have
a negative impact on earnings growth. In retrospect, this turned out
to be a sound strategy. Another adjustment was made during the last
month of the period, when the fund's stock exposure was ramped back up
based on two factors. First, the International Monetary Fund - which
provides financial assistance to countries with struggling economies -
devised bailout plans for both Asia and Russia. Second, the U.S.
Federal Reserve Board appeared ready to stoke the economy by lowering
interest rates, which it eventually did in late September. Whenever
investors are given reason to be confident, stocks generally perform
well. Overall, I was happy with these allocation shifts.
Q. HOW DID THE FUND'S EQUITY SUBPORTFOLIO PERFORM DURING THE PERIOD?
A. In terms of the fund's equity positions - which are managed by Brad
Lewis - industry selection was positive but individual security
selection within those industries hurt performance relative to the
Standard & Poor's 500 Index. For instance, the fund was
well-represented in the technology sector, but while technology stocks
accounted for approximately one-fourth of the  S&P 500's gain, the
fund's technology positions were largely a drag on performance.
Looking back on the period, we simply didn't own enough of the names
that did really well. The fund had positions in strong performers such
as Microsoft, for example, but not enough to positively influence
performance relative to the S&P 500. Some of the individual
disappointments included financial-related holdings Chase Manhattan
and Lehman Brothers, both of which suffered as global capital market
conditions deteriorated toward the end of the period. Additionally,
the fund's exposure to pharmaceutical stocks in general was beneficial
as interest in defensive areas of the market peaked toward the close
of the period.
Q. WHICH EQUITY INVESTMENTS BENEFITED THE FUND'S PERFORMANCE?
A. Home mortgage financers Fannie Mae and Freddie Mac continued their
strong run during the period. Many homeowners took advantage of the
lower interest rates prevalent in the U.S. to refinance their
mortgages. Both companies benefited from increased refinancing volume,
as well as attractive yield spreads between mortgage-related bonds and
Treasury bonds. Another strong performer was retail store chain
Wal-Mart, which benefited from strong consumer spending.
Q. WHAT ABOUT THE BOND PORTION OF THE FUND?
A. While turning in positive returns, the fund's fixed-income
investments lagged the fixed-income benchmark during the period. There
were two primary reasons for this. First, the fund's tactical
allocation toward high-yield securities - which are managed by Fred
Hoff - benefited performance throughout much of the period but proved
a net negative down the stretch as the market corrected. Second, the
fund's investment-grade bond exposure - which is overseen by Charlie
Morrison - was overweighted in corporate and mortgage-backed bonds,
both of which underperformed as a flight to quality caused U.S.
Treasuries to outperform all other fixed-income sectors. During the
last two months of the period, this flight to quality was spurred
primarily by the ongoing troubles in overseas markets. Simultaneously,
stock investors became concerned with their risk exposure and many
opted for more conservative investments. As a result, U.S. Treasury
bonds benefited tremendously. While corporate and mortgage-backed
securities performed well over the period, they were unable to keep
pace with Treasuries.
Q. WHAT WAS YOUR STRATEGY WITH RESPECT TO THE FUND'S SHORT-TERM/MONEY
MARKET INVESTMENTS?
A. Unlike six months ago, when we were focusing on investments with
shorter maturities, the unpredictability of the stock market caused us
to take a somewhat longer-term approach. John Todd, who manages the
fund's short-term/money market subportfolio, began to look at
securities with one-year maturities during the second half of the
period. As uncertainty continued to prevail in the financial markets,
however, John began to look more closely at the three- to six-month
range. Throughout the summer months, it appeared unlikely that the Fed
would take action and cut interest rates, yet the market itself had
been pricing in a potential rate tightening. On average, the fund's
short-term investments were longer in maturity than the three-month
Treasury bill benchmark and had more exposure to higher-yielding
investments. This helped relative performance during the period.
Q. WHAT'S YOUR OUTLOOK GOING FORWARD?
A. I think it's important that shareholders of the fund understand
that the market is going to go through this sort of volatility every
now and then. The returns we've seen over the past year are much
closer to the market's historical yearly average than the 20% returns
some investors have become accustomed to. Should the Fed lower
interest rates again - thus making it easier for corporations to
borrow or raise capital - we could see increased growth and better
valuations across the board. In terms of equities, we may also begin
to see more stocks participate in the market's gains. This would be an
attractive development and would play nicely to our stock-picking
strengths.
 
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO
MANAGER ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON
THE COVER. THE MANAGER'S VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED
ON MARKET AND OTHER CONDITIONS.
 
(CHECKMARK)FUND FACTS
GOAL: MAXIMUM TOTAL RETURN 
OVER THE LONG TERM THROUGH 
INVESTING IN STOCKS, BONDS AND 
SHORT-TERM AND MONEY MARKET 
INSTRUMENTS 
FUND NUMBER: 321
TRADING SYMBOL: FASGX
START DATE: DECEMBER 30, 1991
SIZE: AS OF SEPTEMBER 30, 
1998, MORE THAN $4.5 BILLION
MANAGER: RICHARD HABERMANN, 
SINCE 1996; MANAGER, FIDELITY 
ASSET MANAGER AND FIDELITY 
ASSET MANAGER: INCOME, SINCE 
1996; FIDELITY TREND FUND, 
1977-1981; FIDELITY MAGELLAN 
FUND, 1972-1977; JOINED 
FIDELITY IN 1968
 
DICK HABERMANN ON THE 
CONCERNS POSED BY HEDGE 
FUNDS:
"THERE'S BEEN A LOT OF TALK ABOUT HEDGE 
FUNDS LATELY, PARTICULARLY WITH THE RECENT 
NEAR-COLLAPSE OF LONG-TERM CAPITAL 
MANAGEMENT. NOT ALL INVESTORS MAY BE 
FAMILIAR WITH HOW THESE TYPES OF FUNDS 
OPERATE, NOR HOW THEY CAN POTENTIALLY 
AFFECT OTHER TYPES OF INVESTMENTS SUCH 
AS MUTUAL FUNDS.
"A HEDGE FUND SEEKS TO TAKE ADVANTAGE 
OF INEFFICIENCIES IN CAPITAL MARKETS. THIS 
COULD BE IN STOCKS, BONDS, 
EMERGING-MARKET DEBT OR OTHER 
INVESTMENTS. HEDGE FUNDS CAN BE HIGHLY 
LEVERAGED AND TYPICALLY TAKE AMPLE 
INVESTMENT RISKS. OF COURSE, THE 
ATTRACTIVENESS TO INVESTORS IS THE 
POTENTIALLY LUCRATIVE RETURNS THEY CAN 
PROVIDE.
"IN THE CASE OF LONG-TERM CAPITAL, 
THE FUND HAD RATHER EXTREME LEVERAGE 
WITHIN ITS BOND ALLOCATION. 
UNFORTUNATELY, THE MARKET TURMOIL LATE 
IN THE PERIOD FORCED FIRMS SUCH AS 
LONG-TERM CAPITAL TO `UNWIND' SOME OF 
THESE LEVERAGED STRATEGIES BY SELLING 
LARGE AMOUNTS OF SECURITIES. AFTER 
REALIZING THAT SUCH A CONTINUING GLUT OF 
SUPPLY HITTING THE MARKETS WOULD BE 
PARALYZING, A NUMBER OF ENTITIES 
COLLABORATED ON A FINANCIAL PLAN TO 
ASSIST LONG-TERM CAPITAL.
"WHAT DOES THIS TYPE OF SITUATION MEAN 
FOR FUNDS SUCH AS THE ASSET MANAGERS? 
WELL, IF LONG-TERM CAPITAL HAD UNLEASHED 
ALL OF ITS BOND HOLDINGS, IT WOULD HAVE 
PUT INCREDIBLE LIQUIDITY PRESSURE ON 
SOME OF THE SECTORS IN WHICH WE INVEST. 
INVESTORS ALSO WOULD HAVE HAD DIFFICULTY 
DETERMINING WHETHER PRICING WAS FAIR OR 
NOT. IN ESSENCE, THIS ONE SITUATION COULD 
HAVE PLUNGED THE U.S. DIRECTLY INTO A 
CAPITAL MARKETS `FREEZE.' FORTUNATELY, IT 
DIDN'T COME TO THAT, AND IN THE END, 
INVESTORS HOPEFULLY BECAME MORE 
EDUCATED ABOUT THE RISKS THAT HEDGE 
FUNDS TAKE."
 
 
INVESTMENT CHANGES 
 
 
<TABLE>
<CAPTION>
<S>                                      <C>           <C>                                
TOP TEN STOCKS AS OF SEPTEMBER 30, 1998                                                   
 
                                         % OF FUND'S   % OF FUND'S INVESTMENTS IN THESE   
                                         INVESTMENTS   STOCKS 6 MONTHS AGO                
 
BellSouth                                 4.6           0.5                               
Corp.                                                                                     
 
Microsoft                                 3.2           0.5                               
Corp.                                                                                     
 
AT&T Corp.                                2.6           0.2                               
 
Wal-Mart                                  2.3           2.0                               
Stores, Inc.                                                                              
 
Guidant Corp.                             2.2           0.0                               
 
Fannie Mae                                2.2           7.1                               
 
Chrysler Corp.                            2.0           0.0                               
 
Heinz (H.J.)                              2.0           0.0                               
Co.                                                                                       
 
Ford Motor                                2.0           0.0                               
Co.                                                                                       
 
Texaco, Inc.                              2.0           0.0                               
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                          <C>           <C>                                
TOP TEN MARKET SECTORS (STOCKS ONLY) AS OF                                                    
SEPTEMBER 30, 1998                                                                            
 
                                             % OF FUND'S   % OF FUND'S INVESTMENTS IN THESE   
                                             INVESTMENTS   MARKET SECTORS 6 MONTHS AGO        
 
Utilities                                     14.7          8.7                               
 
Finance                                       10.9          18.6                              
 
Health                                        9.0           6.6                               
 
Technology                                    9.0           7.7                               
 
Retail & Wholesale                            7.0           7.7                               
 
Nondurables                                   4.8           4.8                               
 
Durables                                      4.6           3.6                               
 
Energy                                        2.8           5.0                               
 
Media & Leisure                               2.8           3.9                               
 
Construction & Real                           1.8           1.4                               
Estate                                                                                        
 
</TABLE>
 
ASSET ALLOCATION (% OF FUND'S INVESTMENTS)               
 
AS OF SEPTEMBER 30, 1998*     
ROW: 1, COL: 1, VALUE: 71.0
ROW: 1, COL: 2, VALUE: 23.0
ROW: 1, COL: 3, VALUE: 6.0
STOCK CLASS 71%
BOND CLASS 23%
SHORT-TERM CLASS 6%
*FOREIGN
INVESTMENTS 2%
 
      AS OF MARCH 31, 1998** 
ROW: 1, COL: 1, VALUE: 76.0
ROW: 1, COL: 2, VALUE: 20.0
ROW: 1, COL: 3, VALUE: 4.0
STOCK CLASS  76%
BOND CLASS 20%
SHORT-TERM CLASS 4%
*FOREIGN
INVESTMENTS 10%
 
ASSET ALLOCATIONS IN THE PIE CHARTS REFLECT THE CATEGORIZATION OF
ASSETS AS DEFINED IN THE FUND'S PROSPECTUS IN EFFECT AS OF THE TIME
PERIODS INDICATED ABOVE. FINANCIAL STATEMENT CATEGORIZATIONS CONFORM
TO ACCOUNTING STANDARDS AND WILL DIFFER FROM THE PIE CHART.
 
INVESTMENTS SEPTEMBER 30, 1998  
SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES
 
COMMON STOCKS - 68.9%                                                      
 
                                              SHARES      VALUE (NOTE 1)   
                                                          (000S)           
 
AEROSPACE & DEFENSE - 0.0%                                                 
 
Gulfstream Aerospace                           47,600     $ 1,916          
Corp. (a)                                                                  
 
BASIC INDUSTRIES - 0.3%                                                    
 
CHEMICALS & PLASTICS - 0.1%                                                
 
Quaker State Corp.                             239,900     3,494           
 
PACKAGING & CONTAINERS - 0.2%                                              
 
Owens-Illinois, Inc. (a)                       483,400     12,085          
 
TOTAL BASIC INDUSTRIES                                     15,579          
 
CONSTRUCTION & REAL ESTATE - 1.6%                                          
 
BUILDING MATERIALS - 0.7%                                                  
 
Fortune Brands, Inc.                           286,200     8,479           
 
Masco Corp.                                    1,021,800   25,162          
 
                                                           33,641          
 
CONSTRUCTION - 0.6%                                                        
 
Centex Corp.                                   145,600     5,023           
 
D.R. Horton, Inc.                              208,753     3,340           
 
Fleetwood Enterprises, Inc.                    346,400     10,457          
 
Kaufman & Broad Home                           339,000     7,945           
Corp.                                                                      
 
U.S. Home Corp. (a)                            25,900      761             
 
                                                           27,526          
 
ENGINEERING - 0.3%                                                         
 
Fluor Corp.                                    258,700     10,623          
 
TOTAL CONSTRUCTION & REAL                                  71,790          
ESTATE                                                                     
 
DURABLES - 4.6%                                                            
 
AUTOS, TIRES, & ACCESSORIES - 4.2%                                         
 
Chrysler Corp.                                 1,918,100   91,829          
 
Dana Corp.                                     358,900     13,391          
 
Ford Motor Co.                                 1,920,000   90,120          
 
                                                           195,340         
 
HOME FURNISHINGS - 0.0%                                                    
 
HON Industries, Inc.                           6,000       142             
 
TEXTILES & APPAREL - 0.4%                                                  
 
Arena Brands Holdings                          5,556       139             
Corp. Class B                                                              
 
COMMON STOCKS - CONTINUED                                                  
 
                                              SHARES      VALUE (NOTE 1)   
                                                          (000S)           
 
DURABLES - CONTINUED                                                       
 
TEXTILES & APPAREL - CONTINUED                                             
 
Jones Apparel Group,                           142,800    $ 3,275          
Inc. (a)                                                                   
 
VF Corp.                                       396,500     14,720          
 
                                                           18,134          
 
TOTAL DURABLES                                             213,616         
 
ENERGY - 2.8%                                                              
 
ENERGY SERVICES - 0.2%                                                     
 
McDermott International,                       333,300     8,978           
Inc.                                                                       
 
OIL & GAS - 2.6%                                                           
 
Ashland, Inc.                                  382,500     17,691          
 
British Petroleum Co. PLC                      4           0               
 
British Petroleum Co. PLC                      27          2               
ADR                                                                        
 
Sun Co., Inc.                                  305,900     9,789           
 
Texaco, Inc.                                   1,434,300   89,913          
 
                                                           117,395         
 
TOTAL ENERGY                                               126,373         
 
FINANCE - 10.6%                                                            
 
BANKS - 0.3%                                                               
 
Chase Manhattan Corp.                          288,100     12,460          
 
NationsBank Corp.                              41,500      2,220           
 
                                                           14,680          
 
CREDIT & OTHER FINANCE - 1.4%                                              
 
Equitable Companies (The),                     469,200     19,413          
Inc.                                                                       
 
First Chicago NBD Corp.                        680,300     46,601          
 
                                                           66,014          
 
FEDERAL SPONSORED CREDIT - 3.2%                                            
 
Fannie Mae                                     1,588,500   102,061         
 
Freddie Mac                                    866,400     42,833          
 
                                                           144,894         
 
INSURANCE - 4.7%                                                           
 
Allmerica Financial Corp.                      80,800      4,818           
 
Allstate Corp.                                 1,872,018   78,040          
 
American General Corp.                         240,100     15,336          
 
CIGNA Corp.                                    962,100     63,619          
 
COMMON STOCKS - CONTINUED                                                  
 
                                              SHARES      VALUE (NOTE 1)   
                                                          (000S)           
 
FINANCE - CONTINUED                                                        
 
INSURANCE - CONTINUED                                                      
 
Lincoln National Corp.                         273,100    $ 22,462         
 
MGIC Investment Corp.                          332,400     12,257          
 
Nationwide Financial                           150,100     6,820           
Services, Inc. Class A                                                     
 
Provident Companies, Inc.                      233,700     7,887           
 
Reliastar Financial Corp.                      351         14              
 
Travelers Property Casualty                    108,800     3,475           
Corp. Class A                                                              
 
                                                           214,728         
 
SAVINGS & LOANS - 0.4%                                                     
 
Golden West Financial                          248,020     20,291          
Corp.                                                                      
 
SECURITIES INDUSTRY - 0.6%                                                 
 
Lehman Brothers Holdings,                      545,600     15,413          
Inc.                                                                       
 
Morgan Stanley, Dean                           320,600     13,806          
Witter, Discover & Co.                                                     
 
                                                           29,219          
 
TOTAL FINANCE                                              489,826         
 
HEALTH - 9.0%                                                              
 
DRUGS & PHARMACEUTICALS - 5.1%                                             
 
Allergan, Inc.                                 47,700      2,784           
 
Amgen, Inc. (a)                                901,901     68,150          
 
Bristol-Myers Squibb Co.                       414,700     43,077          
 
Mylan Laboratories, Inc.                       143,200     4,224           
 
Schering-Plough Corp.                          605,800     62,738          
 
Warner-Lambert Co.                             718,500     54,247          
 
                                                           235,220         
 
MEDICAL EQUIPMENT & SUPPLIES - 3.9%                                        
 
Allegiance Corp.                               34,240      1,019           
 
Becton, Dickinson & Co.                        1,009,200   41,503          
 
Cardinal Health, Inc.                          335,300     34,620          
 
Guidant Corp.                                  1,385,500   102,873         
 
                                                           180,015         
 
TOTAL HEALTH                                               415,235         
 
INDUSTRIAL MACHINERY & EQUIPMENT - 1.7%                                    
 
ELECTRICAL EQUIPMENT - 1.0%                                                
 
Honeywell, Inc.                                696,000     44,588          
 
COMMON STOCKS - CONTINUED                                                  
 
                                              SHARES      VALUE (NOTE 1)   
                                                          (000S)           
 
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED                               
 
INDUSTRIAL MACHINERY & EQUIPMENT - 0.7%                                    
 
Ingersoll-Rand Co.                             913,100    $ 34,641         
 
TOTAL INDUSTRIAL MACHINERY &                               79,229          
EQUIPMENT                                                                  
 
MEDIA & LEISURE - 1.9%                                                     
 
BROADCASTING - 1.2%                                                        
 
Loral Orion Network                                                        
Systems, Inc. warrants                                                     
1/15/07:                                                                   
 
(CV ratio .47) (a)                             3,950       34              
 
(CV ratio .6) (a)                              1,160       13              
 
Tele-Communications, Inc.                      1,432,800   56,058          
(TCI Group) Series A (a)                                                   
 
                                                           56,105          
 
ENTERTAINMENT - 0.2%                                                       
 
Alliance Gaming                                2,959       6               
Corp. (a)(k)                                                               
 
Viacom, Inc. Class B                           109,500     6,351           
(non-vtg.) (a)                                                             
 
                                                           6,357           
 
LODGING & GAMING - 0.0%                                                    
 
Aladdin Gaming                                 36,000      0               
Enterprises, Inc. warrants                                                 
3/1/10 (a)(f)                                                              
 
Fitzgeralds South, Inc.                        410         0               
warrants 3/15/99 (a)(f)                                                    
 
                                                           0               
 
PUBLISHING - 0.5%                                                          
 
Gannet Co., Inc.                               266,900     14,296          
 
New York Times Co. (The)                       342,400     9,416           
Class A                                                                    
 
                                                           23,712          
 
TOTAL MEDIA & LEISURE                                      86,174          
 
NONDURABLES - 4.8%                                                         
 
FOODS - 3.0%                                                               
 
Heinz (H.J.) Co.                               1,772,100   90,599          
 
Quaker Oats Co.                                776,600     45,819          
 
                                                           136,418         
 
HOUSEHOLD PRODUCTS - 1.5%                                                  
 
Clorox Co.                                     383,200     31,614          
 
Colgate-Palmolive Co.                          573,700     39,298          
 
                                                           70,912          
 
COMMON STOCKS - CONTINUED                                                  
 
                                              SHARES      VALUE (NOTE 1)   
                                                          (000S)           
 
NONDURABLES - CONTINUED                                                    
 
TOBACCO - 0.3%                                                             
 
Philip Morris Companies,                       256,300    $ 11,806         
Inc.                                                                       
 
TOTAL NONDURABLES                                          219,136         
 
PRECIOUS METALS - 0.1%                                                     
 
Battle Mountain Gold Co.                       95,900      581             
 
Homestake Mining Co.                           331,900     4,024           
 
                                                           4,605           
 
RETAIL & WHOLESALE - 7.0%                                                  
 
APPAREL STORES - 0.7%                                                      
 
Gap, Inc.                                      133,350     7,034           
 
Lamonts Apparel, Inc.:                                                     
 
Class A warrants                               48,477      12              
1/31/08 (a)                                                                
 
Class A (a)                                    78,017      49              
 
Class B warrants                               15,407      4               
1/31/08 (a)                                                                
 
Limited, Inc. (The)                            767,900     16,846          
 
TJX Companies, Inc.                            644,800     11,486          
 
                                                           35,431          
 
GENERAL MERCHANDISE STORES - 3.9%                                          
 
Dayton Hudson Corp.                            692,800     24,768          
 
Federated Department                           373,800     13,597          
Stores, Inc. (a)                                                           
 
K mart Corp. (a)                               960,100     11,461          
 
May Department Stores                          443,300     22,830          
Co. (The)                                                                  
 
Wal-Mart Stores, Inc.                          1,944,700   106,229         
 
                                                           178,885         
 
GROCERY STORES - 0.9%                                                      
 
Safeway, Inc. (a)                              863,900     40,063          
 
RETAIL & WHOLESALE, MISCELLANEOUS - 1.5%                                   
 
Ebay, Inc. (a)                                 1,400       63              
 
Lowe's Companies, Inc.                         2,003,200   63,727          
 
Office Depot, Inc. (a)                         166,850     3,744           
 
Rex Stores Corp. (a)                           62,600      665             
 
                                                           68,199          
 
TOTAL RETAIL & WHOLESALE                                   322,578         
 
COMMON STOCKS - CONTINUED                                                  
 
                                              SHARES      VALUE (NOTE 1)   
                                                          (000S)           
 
SERVICES - 0.3%                                                            
 
LEASING & RENTAL - 0.1%                                                    
 
Hertz Corp. Class A                            144,000    $ 5,958          
 
PRINTING - 0.2%                                                            
 
Donnelley (R.R.) & Sons                        277,000     9,747           
Co.                                                                        
 
TOTAL SERVICES                                             15,705          
 
TECHNOLOGY - 8.9%                                                          
 
COMMUNICATIONS EQUIPMENT - 1.5%                                            
 
Cisco Systems, Inc. (a)                        143,550     8,873           
 
Globalstar                                     1,900       48              
Telecommunications Ltd.                                                    
warrants 2/15/04 (a)(f)                                                    
 
Lucent Technologies, Inc.                      861,420     59,492          
 
                                                           68,413          
 
COMPUTER SERVICES & SOFTWARE - 4.4%                                        
 
24/7 Media, Inc. (a)                           2,300       25              
 
American Management                            47,700      1,306           
Systems, Inc. (a)                                                          
 
Compuware Corp. (a)                            525,100     30,915          
 
Entrust Technologies,                          5,200       77              
Inc. (a)                                                                   
 
Galileo International, Inc.                    71,600      2,703           
 
Keane, Inc. (a)                                114,500     4,022           
 
Microsoft Corp. (a)                            1,354,000   149,025         
 
Novell, Inc. (a)                               387,500     4,747           
 
Sabre Group Holdings, Inc.                     96,100      2,883           
Class A (a)                                                                
 
Sterling Software, Inc. (a)                    95,400      2,629           
 
Synopsys, Inc. (a)                             117,200     3,904           
 
                                                           202,236         
 
COMPUTERS & OFFICE EQUIPMENT - 2.0%                                        
 
Dell Computer Corp. (a)                        412,800     27,142          
 
Ingram Micro, Inc. Class                       230,600     12,352          
A (a)                                                                      
 
Lexmark International                          382,000     26,477          
Group, Inc. (a)                                                            
 
Sun Microsystems, Inc. (a)                     477,300     23,776          
 
                                                           89,747          
 
PHOTOGRAPHIC EQUIPMENT - 1.0%                                              
 
Eastman Kodak Co.                              615,900     47,617          
 
TOTAL TECHNOLOGY                                           408,013         
 
COMMON STOCKS - CONTINUED                                                  
 
                                              SHARES      VALUE (NOTE 1)   
                                                          (000S)           
 
TRANSPORTATION - 1.1%                                                      
 
AIR TRANSPORTATION - 1.1%                                                  
 
AMR Corp. (a)                                  887,800    $ 49,217         
 
UTILITIES - 14.2%                                                          
 
CELLULAR - 0.0%                                                            
 
Century Telephone                              37,200      1,758           
Enterprises, Inc.                                                          
 
McCaw International Ltd.                       12,170      61              
warrants 4/15/07 (a)(f)                                                    
 
                                                           1,819           
 
ELECTRIC UTILITY - 6.7%                                                    
 
Baltimore Gas & Electric                       239,400     7,990           
Co.                                                                        
 
Consolidated Edison, Inc.                      941,000     49,050          
 
DTE Energy Co.                                 751,600     33,963          
 
Edison International                           243,000     6,242           
 
FirstEnergy Corp.                              122,800     3,814           
 
FPL Group, Inc.                                748,500     52,161          
 
Hawaiian Electric                              143,700     5,928           
Industries, Inc.                                                           
 
Houston Industries, Inc.                       1,297,300   40,378          
 
Montana Power Co.                              95,900      4,286           
 
PECO Energy Co.                                967,500     35,374          
 
Public Service Enterprise                      934,700     36,745          
Group, Inc.                                                                
 
Southern Co.                                   1,077,700   31,725          
 
                                                           307,656         
 
GAS - 0.4%                                                                 
 
Columbia Energy Group                          92,100      5,399           
 
El Paso Energy Corp.                           286,300     9,287           
 
Western Resources, Inc.                        95,800      3,964           
 
                                                           18,650          
 
TELEPHONE SERVICES - 7.1%                                                  
 
AT&T Corp.                                     2,015,700   117,792         
 
BellSouth Corp.                                2,791,600   210,053         
 
Pathnet, Inc. warrants                         8,200       123             
4/15/08 (a)(f)                                                             
 
                                                           327,968         
 
TOTAL UTILITIES                                            656,093         
 
TOTAL COMMON STOCKS                                        3,175,085       
(Cost $2,980,770)                                                          
 
NONCONVERTIBLE PREFERRED STOCKS - 2.0%                             
 
                                        SHARES    VALUE (NOTE 1)   
                                                  (000S)           
 
CONSTRUCTION & REAL ESTATE - 0.2%                                  
 
REAL ESTATE INVESTMENT TRUSTS - 0.2%                               
 
California Federal                       298,366  $ 7,608          
Preferred Capital Corp.                                            
$2.28                                                              
 
Crown America Realty Trust               17,430    857             
Series A, $5.50                                                    
 
Walden Residential                       83,400    1,949           
Properties, Inc. $2.30                                             
 
                                                   10,414          
 
FINANCE - 0.3%                                                     
 
CREDIT & OTHER FINANCE - 0.1%                                      
 
Fresenius Medical Care                   5,340     5,010           
Capital Trust II 7.875%                                            
 
INSURANCE - 0.2%                                                   
 
American Annuity Group                   1,800     1,800           
Capital Trust II 8.75%                                             
 
SIG Capital Trust I 9.5%                 5,381     5,182           
 
                                                   6,982           
 
TOTAL FINANCE                                      11,992          
 
MEDIA & LEISURE - 0.9%                                             
 
BROADCASTING - 0.7%                                                
 
Adelphia Communications                  14,944    1,726           
Corp. $13.00                                                       
 
CSC Holdings, Inc.                       144,369   15,881          
11.125% pay-in-kind                                                
 
Echostar Communications                  2,839     2,740           
Corp. 12.125%                                                      
pay-in-kind                                                        
 
Granite Broadcasting Corp.               3,114     3,114           
12.75% pay-in-kind                                                 
 
SFX Broadcasting, Inc.                   25,932    3,086           
12.625% pay-in-kind                                                
 
Sinclair Capital 11.625%                 50,145    5,265           
 
                                                   31,812          
 
PUBLISHING - 0.2%                                                  
 
PRIMEDIA, Inc.:                                                    
 
$9.20                                    43,811    4,250           
 
Series D, $10.00                         41,288    4,088           
 
                                                   8,338           
 
TOTAL MEDIA & LEISURE                              40,150          
 
RETAIL & WHOLESALE - 0.0%                                          
 
GROCERY STORES - 0.0%                                              
 
Supermarkets General                     18,200    378             
Holdings Corp.                                                     
$3.52 pay-in-kind (a)                                              
 
NONCONVERTIBLE PREFERRED STOCKS -                                  
CONTINUED                                                          
 
                                        SHARES    VALUE (NOTE 1)   
                                                  (000S)           
 
TECHNOLOGY - 0.1%                                                  
 
COMMUNICATIONS EQUIPMENT - 0.1%                                    
 
Intermedia                               2,247    $ 2,472          
Communications, Inc.                                               
13.5% pay-in-kind                                                  
 
UTILITIES - 0.5%                                                   
 
CELLULAR - 0.3%                                                    
 
Nextel Communications,                   14,912    13,048          
Inc. 11.125%                                                       
pay-in-kind                                                        
 
TELEPHONE SERVICES - 0.2%                                          
 
Hyperion                                 2,935     2,407           
Telecommunication, Inc.                                            
12.875% pay-in-kind                                                
 
IXC Communications, Inc.                 2,202     2,334           
12.5% pay-in-kind                                                  
 
NEXTLINK                                 125,022   6,501           
Communications, Inc.                                               
14% pay-in-kind                                                    
 
                                                   11,242          
 
TOTAL UTILITIES                                    24,290          
 
TOTAL NONCONVERTIBLE                               89,696          
PREFERRED STOCKS                                                   
(Cost $92,478)                                                     
 
 
<TABLE>
<CAPTION>
<S>                                            <C>    <C>            <C>              
CORPORATE BONDS - 17.0%                                                               
 
                                          MOODY'S     PRINCIPAL                       
                                          RATINGS     AMOUNT (000S)                   
                                          (UNAUDITED)                                          
                                          (B)                                            
                                                                                      
 
CONVERTIBLE BONDS - 0.2%                                                              
 
HEALTH - 0.1%                                                                         
 
DRUGS & PHARMACEUTICALS - 0.0%                                                        
 
Integrated Process                              B-    $ 1,930         1,226           
Equipment Corp. 6.25%                                                                 
9/15/04 (b)(f)                                                                        
 
MEDICAL FACILITIES MANAGEMENT - 0.1%                                                  
 
Tenet Healthcare Corp. 6%                       B1     2,005          1,679           
12/1/05                                                                               
 
TOTAL HEALTH                                                          2,905           
 
NONDURABLES - 0.1%                                                                    
 
FOODS - 0.1%                                                                          
 
Chiquita Brands                                 B3     3,530          3,248           
International, Inc. 7%                                                                
3/28/01                                                                               
 
RETAIL & WHOLESALE - 0.0%                                                             
 
RETAIL & WHOLESALE, MISCELLANEOUS - 0.0%                                              
 
Sports Authority, Inc. (The)                    B1     2,480          1,854           
5.25% 9/15/01                                                                         
 
TOTAL CONVERTIBLE BONDS                                               8,007           
 
CORPORATE BONDS - CONTINUED                                                           
 
                                         MOODY'S      PRINCIPAL      VALUE (NOTE 1)   
                                         RATINGS      AMOUNT (000S)  (000S)           
                                         (UNAUDITED)                                             
                                         (B)                                             
                                                                                      
 
NONCONVERTIBLE BONDS - 16.8%                                                          
 
AEROSPACE & DEFENSE - 0.2%                                                            
 
DEFENSE ELECTRONICS - 0.1%                                                            
 
Raytheon Co.:                                                                         
 
5.95% 3/15/01                                   Baa1  $ 1,700        $ 1,729          
 
6.45% 8/15/02                                   Baa1   2,030          2,112           
 
                                                                      3,841           
 
SHIP BUILDING & REPAIR - 0.1%                                                         
 
Newport News                                    B1     5,870          6,222           
Shipbuilding, Inc. 9.25%                                                              
12/1/06                                                                               
 
TOTAL AEROSPACE & DEFENSE                                             10,063          
 
BASIC INDUSTRIES - 0.2%                                                               
 
CHEMICALS & PLASTICS - 0.1%                                                           
 
Huntsman Corp. 9.5%                             B2     2,760          2,650           
7/1/07 (f)                                                                            
 
Praxair, Inc. 6.625%                            A3     1,210          1,266           
10/15/07                                                                              
 
                                                                      3,916           
 
PACKAGING & CONTAINERS - 0.1%                                                         
 
Owens-Illinois, Inc.:                                                                 
 
7.15% 5/15/05                                   Ba1    2,890          2,890           
 
7.8% 5/15/18                                    Ba1    1,450          1,382           
 
                                                                      4,272           
 
TOTAL BASIC INDUSTRIES                                                8,188           
 
CONSTRUCTION & REAL ESTATE - 0.3%                                                     
 
BUILDING MATERIALS - 0.0%                                                             
 
American Standard Cos.,                         Ba3    1,460          1,465           
Inc. 7.375% 4/14/05                                                                   
 
CONSTRUCTION - 0.1%                                                                   
 
U.S. Home Corp. 8.88%                           B1     2,220          2,198           
8/15/07                                                                               
 
REAL ESTATE - 0.1%                                                                    
 
LNR Property Corp.                              B1     4,445          4,101           
9.375% 3/15/08                                                                        
 
REAL ESTATE INVESTMENT TRUSTS - 0.1%                                                  
 
CenterPoint Properties                          Baa2   530            526             
Corp. 6.75% 4/1/05                                                                    
 
EOP Operating LP:                                                                     
 
6.375% 2/15/03                                  Baa1   1,200          1,199           
 
6.75% 2/15/08                                   Baa1   570            567             
 
CORPORATE BONDS - CONTINUED                                                           
 
                                         MOODY'S      PRINCIPAL      VALUE (NOTE 1)   
                                         RATINGS      AMOUNT (000S)  (000S)           
                                         (UNAUDITED)                                             
                                         (B)                                             
                                                                                      
 
NONCONVERTIBLE BONDS - CONTINUED                                                      
 
CONSTRUCTION & REAL ESTATE - CONTINUED                                                
 
REAL ESTATE INVESTMENT TRUSTS - CONTINUED                                             
 
Weeks Realty LP 6.875%                          Baa2  $ 1,000        $ 979            
3/15/05                                                                               
 
                                                                      3,271           
 
TOTAL CONSTRUCTION & REAL ESTATE                                      11,035          
 
DURABLES - 0.9%                                                                       
 
AUTOS, TIRES, & ACCESSORIES - 0.4%                                                    
 
Blue Bird Body Co. 10.75%                       B2     1,730          1,786           
11/15/06                                                                              
 
Breed Technologies, Inc.                        B3     5,290          4,364           
9.25% 4/15/08 (f)                                                                     
 
Federal-Mogul Corp.                             Ba2    8,110          8,118           
7.875% 7/1/10                                                                         
 
Oshkosh Truck Co. 8.75%                         B3     3,940          3,743           
3/1/08                                                                                
 
                                                                      18,011          
 
CONSUMER DURABLES - 0.1%                                                              
 
Corning Consumer                                B3     5,380          4,331           
Products Co. 9.625%                                                                   
5/1/08 (f)                                                                            
 
HOME FURNISHINGS - 0.0%                                                               
 
Omega Cabinets Ltd.                             B3     1,730          1,522           
10.5% 6/15/07                                                                         
 
TEXTILES & APPAREL - 0.4%                                                             
 
Levi Strauss & Co. 7%                           Baa2   3,150          3,074           
11/1/06 (f)                                                                           
 
Nine West Group, Inc. 9%                        Ba3    1,980          1,703           
8/15/07                                                                               
 
Unifi, Inc. 6.5% 2/1/08                         A3     1,020          1,021           
 
WestPoint Stevens, Inc.                         Ba3    4,415          4,481           
7.875% 6/15/08                                                                        
 
Worldtex, Inc. 9.625%                           B1     6,580          5,856           
12/15/07                                                                              
 
                                                                      16,135          
 
TOTAL DURABLES                                                        39,999          
 
ENERGY - 0.3%                                                                         
 
COAL - 0.1%                                                                           
 
P&L Coal Holdings Corp.                         B2     4,200          4,200           
9.625% 5/15/08 (f)                                                                    
 
ENERGY SERVICES - 0.0%                                                                
 
Ocean Rig Norway AS                             B3     2,810          2,129           
10.25% 6/1/08 (f)                                                                     
 
OIL & GAS - 0.2%                                                                      
 
Chesapeake Energy Corp.                         B1     1,870          1,636           
9.625% 5/1/05                                                                         
 
CORPORATE BONDS - CONTINUED                                                           
 
                                         MOODY'S      PRINCIPAL      VALUE (NOTE 1)   
                                         RATINGS      AMOUNT (000S)  (000S)           
                                         (UNAUDITED)                                             
                                         (B)                                             
 
NONCONVERTIBLE BONDS - CONTINUED                                                      
 
ENERGY - CONTINUED                                                                    
 
OIL & GAS - CONTINUED                                                                 
 
Occidental Petroleum                                                                  
Corp.:                                                                                
 
6.39% 11/9/00                                   Baa3  $ 500          $ 509            
 
8.5% 11/9/01                                    Baa2   530            573             
 
10.94% 5/17/00                                  Baa3   1,200          1,306           
 
Oryx Energy Co.:                                                                      
 
8% 10/15/03                                     Ba1    560            593             
 
8.125% 10/15/05                                 Ba1    370            384             
 
8.375% 7/15/04                                  Ba1    1,410          1,509           
 
Petroleum Geo-Services                          Baa3   1,450          1,399           
ASA 7.125% 3/30/28                                                                    
 
USX-Marathon Group                              Baa2   445            462             
6.85% 3/1/08                                                                          
 
                                                                      8,371           
 
TOTAL ENERGY                                                          14,700          
 
FINANCE - 2.5%                                                                        
 
BANKS - 0.8%                                                                          
 
BankBoston Corp. 6.625%                         A3     600            618             
2/1/04                                                                                
 
BankBoston NA (Bearer)                          A2     500            504             
6.375% 3/25/08                                                                        
 
BanPonce Corp. 6.665%                           A3     1,650          1,701           
3/5/01                                                                                
 
BanPonce Financial Corp.                        A3     1,000          1,033           
7.72% 4/13/00                                                                         
 
Barclays Bank PLC yankee                        A1     3,750          3,817           
5.95% 7/15/01                                                                         
 
Capital One Bank:                                                                     
 
6.375% 2/15/03                                  Baa3   1,240          1,267           
 
6.42% 11/12/99                                  Baa3   3,600          3,618           
 
8.125% 3/1/00                                   Baa3   1,640          1,687           
 
Capital One Financial                           Ba1    1,700          1,736           
Corp. 7.125% 8/1/08                                                                   
 
Citicorp 5.625% 2/15/01                         Aa3    1,200          1,209           
 
Den Danske Bank AS                              A1     3,290          3,367           
6.375% 6/15/08 (f)(i)                                                                 
 
Fleet Credit Card LLC                           A1     900            922             
6.45% 10/30/00                                                                        
 
Fleet/Norstar Financial                         A3     930            1,037           
Group, Inc. 9.9%                                                                      
6/15/01                                                                               
 
Huntington National Bank                        A1     5,570          5,654           
5.875% 1/15/01                                                                        
 
NationsBank NA 5.92%                            Aa2    2,650          2,704           
6/8/01                                                                                
 
NB Capital Trust IV 8.25%                       Aa2    995            1,093           
4/15/27                                                                               
 
Providian National Bank                         Baa3   1,020          1,070           
6.7% 3/15/03                                                                          
 
CORPORATE BONDS - CONTINUED                                                           
 
                                         MOODY'S      PRINCIPAL      VALUE (NOTE 1)   
                                         RATINGS      AMOUNT (000S)  (000S)           
                                         (UNAUDITED)                                             
                                         (B)                                             
 
NONCONVERTIBLE BONDS - CONTINUED                                                      
 
FINANCE - CONTINUED                                                                   
 
BANKS - CONTINUED                                                                     
 
Summit Bancorp 8.625%                           -     $ 650          $ 728            
12/10/02                                                                              
 
Union Planters National                         A3     1,500          1,558           
Bank 6.81% 8/20/01                                                                    
 
                                                                      35,323          
 
CREDIT & OTHER FINANCE - 1.3%                                                         
 
Ahmanson Capital Trust I                        Baa2   1,800          1,976           
8.36% 12/1/26 (f)                                                                     
 
Associates Corp. of North                       Aa3    1,550          1,598           
America 6% 4/15/03                                                                    
 
AT&T Capital Corp.:                                                                   
 
6.16% 12/3/99                                   Baa3   1,250          1,265           
 
6.25% 5/15/01                                   Baa3   3,250          3,301           
 
BankAmerica Capital II 8%                       Aa2    990            1,070           
12/15/26                                                                              
 
BanPonce Trust I 8.327%                         A3     2,850          2,914           
2/1/27                                                                                
 
BCH Cayman Islands Ltd.                         A2     440            466             
yankee 7.7% 7/15/06                                                                   
 
Countrywide Funding                             A3     1,300          1,349           
Corp. 6.45% 2/27/03                                                                   
 
ERP Operating LP 6.55%                          A3     600            609             
11/15/01                                                                              
 
Farmers Insurance                               A2     1,100          1,111           
Exchange Capital 7.05%                                                                
7/15/28 (f)                                                                           
 
Finova Capital Corp.                            Baa1   1,000          1,023           
6.12% 5/28/02                                                                         
 
First Security Capital I                        A3     850            949             
8.41% 12/15/26                                                                        
 
Ford Motor Credit Co.:                                                                
 
5.73% 2/23/00                                   A1     1,500          1,514           
 
6.57% 3/19/01                                   A1     2,500          2,585           
 
General Electric Capital                        Aaa    3,000          3,022           
Corp. 6.94%                                                                           
4/13/09 (e)                                                                           
 
General Motors                                  A3     2,730          2,860           
Acceptance Corp. 6.75%                                                                
7/10/02                                                                               
 
GS Escrow Corp.:                                                                      
 
7% 8/1/03 (f)                                   Ba1    860            859             
 
7.125% 8/1/05 (f)                               Ba1    3,000          2,962           
 
Heller Financial, Inc.:                                                               
 
6.25% 3/1/01                                    A3     1,650          1,683           
 
7.875% 11/1/99                                  A3     2,230          2,286           
 
KeyCorp Institutional                           A1     1,550          1,653           
Capital A 7.826%                                                                      
12/1/26                                                                               
 
Macsaver Financial                              Ba1    4,810          3,583           
Services, Inc. 7.6%                                                                   
8/1/07                                                                                
 
Mellon Capital I 7.72%                          A2     660            699             
12/1/26                                                                               
 
Money Store, Inc. 7.3%                          A2     850            907             
12/1/02                                                                               
 
Nordstrom Credit, Inc.                          A2     1,200          1,279           
7.25% 4/30/02                                                                         
 
CORPORATE BONDS - CONTINUED                                                           
 
                                         MOODY'S      PRINCIPAL      VALUE (NOTE 1)   
                                         RATINGS      AMOUNT (000S)  (000S)           
                                         (UNAUDITED)                                             
                                         (B)                                             
 
NONCONVERTIBLE BONDS - CONTINUED                                                      
 
FINANCE - CONTINUED                                                                   
 
CREDIT & OTHER FINANCE - CONTINUED                                                    
 
PNC Funding Corp.                               A3    $ 5,570        $ 5,916          
6.875% 3/1/03                                                                         
 
Premier Auto Trust 5.45%                        P-1    3,100          3,108           
6/8/99                                                                                
 
Time Warner Telecom                             B2     1,100          1,100           
LLC/Time Warner                                                                       
Telecom, Inc. 9.75%                                                                   
7/15/08                                                                               
 
U.S. Bancorp 8.09%                              A1     990            1,080           
11/15/26                                                                              
 
UNICCO Service                                  B3     5,710          5,282           
Co./UNICCO Finance                                                                    
Corp. 9.875%                                                                          
10/15/07                                                                              
 
                                                                      60,009          
 
SAVINGS & LOANS - 0.3%                                                                
 
Chevy Chase Savings Bank                        B1     2,160          2,095           
FSB 9.25% 12/1/08                                                                     
 
First Nationwide Parent                         Ba3    5,920          6,836           
Holdings Ltd. 12.5%                                                                   
4/15/03                                                                               
 
Great Western Finance                           A3     1,290          1,401           
Trust II 8.206% 2/1/27                                                                
 
Great Western Financial                         A3     1,000          1,090           
Corp. 8.6% 2/1/02                                                                     
 
Home Savings of America                         A3     970            1,007           
FSB 6.5% 8/15/04                                                                      
 
Long Island Savings Bank                                                              
FSB:                                                                                  
 
6.2% 4/2/01                                     Baa3   1,250          1,262           
 
7% 6/13/02                                      Baa3   1,210          1,263           
 
                                                                      14,954          
 
SECURITIES INDUSTRY - 0.1%                                                            
 
Amvescap PLC 6.375%                             A3     1,650          1,696           
5/15/03                                                                               
 
Morgan Stanley, Dean                            -      4,600          4,600           
Witter, Discover & Co.                                                                
5.75% 1/15/99 (i)                                                                     
 
                                                                      6,296           
 
TOTAL FINANCE                                                         116,582         
 
HEALTH - 0.5%                                                                         
 
MEDICAL EQUIPMENT & SUPPLIES - 0.1%                                                   
 
Graham-Field Health                             Caa1   3,290          1,941           
Products, Inc. 9.75%                                                                  
8/15/07                                                                               
 
McKesson Corp. 6.6%                             A3     1,720          1,750           
3/1/00                                                                                
 
                                                                      3,691           
 
MEDICAL FACILITIES MANAGEMENT - 0.4%                                                  
 
Fountain View, Inc. 11.25%                      Caa1   3,180          2,798           
4/15/08 (f)                                                                           
 
Integrated Health Services,                     B2     3,799          3,609           
Inc. 9.25% 1/15/08                                                                    
 
CORPORATE BONDS - CONTINUED                                                           
 
                                         MOODY'S      PRINCIPAL      VALUE (NOTE 1)   
                                         RATINGS      AMOUNT (000S)  (000S)           
                                         (UNAUDITED)                                             
                                         (B)                                             
 
NONCONVERTIBLE BONDS - CONTINUED                                                      
 
HEALTH - CONTINUED                                                                    
 
MEDICAL FACILITIES MANAGEMENT - CONTINUED                                             
 
Magellan Health Services,                       B3    $ 2,860        $ 2,445          
Inc. 9% 2/15/08 (f)                                                                   
 
Tenet Healthcare Corp.:                                                               
 
8.125% 12/1/08 (f)                              Ba3    2,080          2,096           
 
8.625% 1/15/07                                  Ba3    6,090          6,303           
 
                                                                      17,251          
 
TOTAL HEALTH                                                          20,942          
 
INDUSTRIAL MACHINERY & EQUIPMENT - 0.4%                                               
 
ELECTRICAL EQUIPMENT - 0.0%                                                           
 
Motors & Gears, Inc.                            B3     610            598             
10.75% 11/15/06                                                                       
 
INDUSTRIAL MACHINERY & EQUIPMENT - 0.2%                                               
 
Bucyrus International, Inc.                     B1     4,900          3,675           
9.75% 9/15/07                                                                         
 
Roller Bearing Holding, Inc.                    -      4,780          2,796           
0% 6/15/09 (d)(f)                                                                     
 
Thermadyne Manufacturing                        B3     1,330          1,170           
LLC 9.875%                                                                            
6/1/08                                                                                
 
Tyco International Group                                                              
SA yankee:                                                                            
 
6.125% 6/15/01                                  Baa1   2,650          2,706           
 
6.375% 6/15/05                                  Baa1   1,030          1,086           
 
                                                                      11,433          
 
POLLUTION CONTROL - 0.2%                                                              
 
Allied Waste North                              B2     3,060          3,305           
America, Inc. 10.25%                                                                  
12/1/06                                                                               
 
Envirosource, Inc. 9.75%                        B3     1,150          1,052           
6/15/03                                                                               
 
WMX Technologies, Inc.:                                                               
 
6.25% 10/15/00                                  Baa3   700            713             
 
7.1% 8/1/26                                     Baa3   1,570          1,686           
 
8.25% 11/15/99                                  Baa3   440            454             
 
                                                                      7,210           
 
TOTAL INDUSTRIAL MACHINERY &                                          19,241          
EQUIPMENT                                                                             
 
MEDIA & LEISURE - 6.1%                                                                
 
BROADCASTING - 4.5%                                                                   
 
ACME Television                                 B3     2,410          1,868           
LLC/ACME Financial                                                                    
Corp. 0% 9/30/04 (d)                                                                  
 
CORPORATE BONDS - CONTINUED                                                           
 
                                         MOODY'S      PRINCIPAL      VALUE (NOTE 1)   
                                         RATINGS      AMOUNT (000S)  (000S)           
                                         (UNAUDITED)                                             
                                         (B)                                             
 
NONCONVERTIBLE BONDS - CONTINUED                                                      
 
MEDIA & LEISURE - CONTINUED                                                           
 
BROADCASTING - CONTINUED                                                              
 
Adelphia Communications                                                               
Corp.:                                                                                
 
9.5% 2/15/04                                    B2    $ 9,038        $ 9,257          
pay-in-kind                                                                           
 
9.875% 3/1/07                                   B2     10,210         11,027          
 
Allbritton Communications                       B3     5,130          5,079           
Co. 8.875% 2/1/08                                                                     
 
Ascent Entertainment                            B3     2,920          1,606           
Group, Inc. 0%                                                                        
12/15/04 (d)                                                                          
 
CBS Radio, Inc. 11.375%                         -      3,766          4,256           
1/15/09 pay-in-kind                                                                   
 
Century Communications                                                                
Corp.:                                                                                
 
0% 1/15/08                                      Ba3    23,480         11,094          
 
8.75% 10/1/07                                   Ba3    1,670          1,754           
 
Chancellor Media Corp.                          Ba3    4,860          4,884           
9% 10/1/08 (f)                                                                        
 
Classic Communications,                         Caa1   570            319             
Inc. 0% 8/1/08                                                                        
Unit (d)(f)                                                                           
 
Clear Channel                                   Baa3   1,350          1,329           
Communications, Inc.                                                                  
6.875% 6/15/18                                                                        
 
Comcast UK Cable Partners                       B2     6,330          5,222           
Ltd. 0% 11/15/07 (d)                                                                  
 
Continental Cablevision,                                                              
Inc.:                                                                                 
 
8.3% 5/15/06                                    Baa3   700            792             
 
8.625% 8/15/03                                  Baa3   1,480          1,651           
 
9% 9/1/08                                       Baa3   1,190          1,431           
 
CSC Holdings, Inc.:                                                                   
 
9.25% 11/1/05                                   B1     1,710          1,804           
 
9.875% 5/15/06                                  B1     3,220          3,429           
 
10.5% 5/15/16                                   B1     2,630          2,972           
 
Diamond Cable                                   Caa1   2,360          1,888           
Communications PLC                                                                    
yankee                                                                                
0% 12/15/05 (d)                                                                       
 
Echostar Communications                         B2     2,084          2,016           
Corp. 0% 6/1/04 (d)                                                                   
 
Echostar Satellite                              B3     1,380          1,228           
Broadcasting Corp. 0%                                                                 
3/15/04 (d)                                                                           
 
Falcon Holdings Group                                                                 
LP/Falcon Funding:                                                                    
 
0% 4/15/10 (d)                                  B2     13,260         8,984           
 
8.375% 4/15/10                                  B2     2,980          2,987           
 
Fox/Liberty Networks                            B1     2,485          1,653           
LLC/FLN Finance, Inc.                                                                 
0% 8/15/07 (d)                                                                        
 
FrontierVision Holdings                         Caa1   5,771          4,646           
LP/FrontierVision                                                                     
Holdings Capital Corp.                                                                
0% 9/15/07 (d)                                                                        
 
CORPORATE BONDS - CONTINUED                                                           
 
                                         MOODY'S      PRINCIPAL      VALUE (NOTE 1)   
                                         RATINGS      AMOUNT (000S)  (000S)           
                                         (UNAUDITED)                                             
                                         (B)                                             
 
NONCONVERTIBLE BONDS - CONTINUED                                                      
 
MEDIA & LEISURE - CONTINUED                                                           
 
BROADCASTING - CONTINUED                                                              
 
FrontierVision Operating                        B3    $ 8,282        $ 9,069          
Partners LP/                                                                          
FrontierVision Capital                                                                
Corp. 11% 10/15/06                                                                    
 
Granite Broadcasting                                                                  
Corp.:                                                                                
 
8.875% 5/15/08                                  B3     4,100          3,844           
 
9.375% 12/1/05                                  B3     5,530          5,406           
 
10.375% 5/15/05                                 B3     2,030          2,060           
 
Hearst-Argyle Television,                       Baa3   1,060          1,096           
Inc. 7.5% 11/15/27                                                                    
 
Intermedia Capital Partners                     B2     1,860          2,065           
IV LP / Intermedia                                                                    
Partners IV Capital Corp.                                                             
11.25% 8/1/06                                                                         
 
International Cabletel, Inc.                    B3     3,000          2,370           
0% 2/1/06 (d)                                                                         
 
Iridium Operating                               B3     6,750          5,434           
LLC/Iridium Capital                                                                   
Corp. 11.25% 7/15/05                                                                  
 
Lenfest Communications,                         B2     4,280          4,323           
Inc. 8.25% 2/15/08                                                                    
 
LIN Holdings Corp. 0%                           B3     9,100          5,949           
3/1/08 (d)(f)                                                                         
 
NTL, Inc.:                                                                            
 
0% 4/1/08 (d)(f)                                B3     12,990         7,826           
 
10% 2/15/07                                     B3     2,900          2,929           
 
Olympus Communications                          B1     1,540          1,694           
LP/Olympus Capital                                                                    
Corp. 10.625%                                                                         
11/15/06                                                                              
 
Orion Network Systems,                                                                
Inc.:                                                                                 
 
0% 1/15/07 (d)                                  B2     2,210          1,381           
 
11.25% 1/15/07                                  B2     920            851             
 
Pegasus Communications                          B3     2,070          1,987           
Corp. 9.625%                                                                          
10/15/05                                                                              
 
Renaissance Media Group                         B3     3,980          2,677           
LLC/Renaissance 0%                                                                    
4/15/08 (d)(f)                                                                        
 
Rogers Cablesystems Ltd.                        B2     3,400          3,842           
yankee 11% 12/1/15                                                                    
 
Satelites Mexicanos SA de                       B3     5,735          3,842           
CV 10.125%                                                                            
11/1/04 (f)                                                                           
 
Sinclair Broadcast Group,                       B2     3,650          3,595           
Inc. 8.75% 12/15/07                                                                   
 
TCI Communications                              Ba2    7,950          9,461           
Financing III 9.65%                                                                   
3/31/27                                                                               
 
TCI Communications, Inc.:                                                             
 
6.46% 3/6/00                                    Baa3   2,930          2,981           
 
8.75% 8/1/15                                    Baa3   1,605          2,005           
 
9.25% 4/15/02                                   Baa3   1,000          1,122           
 
9.8% 2/1/12                                     Baa3   1,790          2,393           
 
CORPORATE BONDS - CONTINUED                                                           
 
                                         MOODY'S      PRINCIPAL      VALUE (NOTE 1)   
                                         RATINGS      AMOUNT (000S)  (000S)           
                                         (UNAUDITED)                                             
                                         (B)                                             
 
NONCONVERTIBLE BONDS - CONTINUED                                                      
 
MEDIA & LEISURE - CONTINUED                                                           
 
BROADCASTING - CONTINUED                                                              
 
Telewest PLC:                                                                         
 
yankee 0% 10/1/07 (d)                           B1    $ 12,600       $ 10,301         
 
9.625% 10/1/06                                  B1     980            985             
 
Time Warner, Inc.:                                                                    
 
6.875% 6/15/18                                  Baa3   1,770          1,829           
 
7.75% 6/15/05                                   Baa3   1,100          1,226           
 
7.95% 2/1/00                                    Baa3   1,615          1,668           
 
8.18% 8/15/07                                   Baa3   1,750          2,040           
 
UIH Australia/Pacific, Inc.                     B2     3,520          1,408           
0% 5/15/06 (d)                                                                        
 
United International                            B3     9,970          4,736           
Holdings, Inc. 0%                                                                     
2/15/08 (d)                                                                           
 
                                                                      207,571         
 
ENTERTAINMENT - 0.7%                                                                  
 
AMC Entertainment, Inc.                         B2     4,970          4,622           
9.5% 3/15/09                                                                          
 
American Skiing Co. 12%                         B3     3,470          3,539           
7/15/06                                                                               
 
Bally Total Fitness Holding                     B3     3,050          2,852           
Corp. 9.875%                                                                          
10/15/07                                                                              
 
Cinemark USA, Inc. 8.5%                         B2     4,740          4,562           
8/1/08                                                                                
 
Livent, Inc. 9.375%                             B1     950            637             
10/15/04                                                                              
 
Paramount                                       Ba2    600            628             
Communications, Inc.                                                                  
7.5% 1/15/02                                                                          
 
Premier Parks, Inc. 0%                          B3     3,180          1,972           
4/1/08 (d)                                                                            
 
United Artists Theatre Co.                      Caa1   2,670          2,470           
9.75% 4/15/08                                                                         
 
Viacom, Inc.:                                                                         
 
6.75% 1/15/03                                   Ba2    1,920          1,971           
 
7.75% 6/1/05                                    Ba2    5,830          6,296           
 
8% 7/7/06                                       B1     1,800          1,809           
 
                                                                      31,358          
 
LODGING & GAMING - 0.5%                                                               
 
Aladdin Gaming                                  Caa2   3,600          1,044           
Holdings/Aladdin                                                                      
Capital Corp. 0%                                                                      
3/1/10 (d)                                                                            
 
Courtyard by Marriott II                        B-     2,910          3,012           
LP/Courtyard II Finance                                                               
Co. 10.75% 2/1/08                                                                     
 
HMH Properties, Inc.:                                                                 
 
7.875% 8/1/05                                   Ba2    2,560          2,566           
 
7.875% 8/1/08                                   Ba2    11,710         11,564          
 
CORPORATE BONDS - CONTINUED                                                           
 
                                         MOODY'S      PRINCIPAL      VALUE (NOTE 1)   
                                         RATINGS      AMOUNT (000S)  (000S)           
                                         (UNAUDITED)                                             
                                         (B)                                             
 
NONCONVERTIBLE BONDS - CONTINUED                                                      
 
MEDIA & LEISURE - CONTINUED                                                           
 
LODGING & GAMING - CONTINUED                                                          
 
Signature Resorts, Inc.                         B3    $ 3,120        $ 2,215          
9.75% 10/1/07                                                                         
 
Sun International Hotels                        Ba3    2,220          2,264           
Ltd./Sun International                                                                
North America, Inc.                                                                   
yankee 9% 3/15/07                                                                     
 
                                                                      22,665          
 
PUBLISHING - 0.3%                                                                     
 
Garden State Newspapers,                        B1     8,160          7,854           
Inc. Series B, 8.75%                                                                  
10/1/09                                                                               
 
News America Holdings,                                                                
Inc.:                                                                                 
 
7.7% 10/30/25                                   Baa3   2,150          2,299           
 
8.5% 2/15/05                                    Baa3   2,040          2,299           
 
News America, Inc. 7.25%                        Baa3   1,300          1,332           
5/18/18                                                                               
 
                                                                      13,784          
 
RESTAURANTS - 0.1%                                                                    
 
Host Marriott Travel Plazas,                    Ba3    5,180          5,284           
Inc. 9.5% 5/15/05                                                                     
 
NE Restaurant Co., Inc.                         B3     1,750          1,706           
10.75% 7/15/08 (f)                                                                    
 
                                                                      6,990           
 
TOTAL MEDIA & LEISURE                                                 282,368         
 
NONDURABLES - 0.3%                                                                    
 
FOODS - 0.0%                                                                          
 
ConAgra, Inc. 7.125%                            Baa1   1,700          1,835           
10/1/26                                                                               
 
HOUSEHOLD PRODUCTS - 0.2%                                                             
 
Revlon Consumer Products                        B3     8,790          8,570           
Corp. 8.625% 2/1/08                                                                   
 
TOBACCO - 0.1%                                                                        
 
Philip Morris Companies,                                                              
Inc.:                                                                                 
 
6.95% 6/1/06                                    A2     1,510          1,605           
 
7% 7/15/05                                      A2     1,610          1,721           
 
7.25% 9/15/01                                   A2     1,700          1,781           
 
                                                                      5,107           
 
TOTAL NONDURABLES                                                     15,512          
 
CORPORATE BONDS - CONTINUED                                                           
 
                                         MOODY'S      PRINCIPAL      VALUE (NOTE 1)   
                                         RATINGS      AMOUNT (000S)  (000S)           
                                         (UNAUDITED)                                             
                                         (B)                                             
 
NONCONVERTIBLE BONDS - CONTINUED                                                      
 
RETAIL & WHOLESALE - 1.3%                                                             
 
APPAREL STORES - 0.2%                                                                 
 
AnnTaylor, Inc. 8.75%                           B3    $ 5,690        $ 5,576          
6/15/00                                                                               
 
Specialty Retailers, Inc.                       Ba3    1,060          981             
8.5% 7/15/05                                                                          
 
                                                                      6,557           
 
GENERAL MERCHANDISE STORES - 0.3%                                                     
 
Dayton Hudson Corp.:                                                                  
 
6.8% 10/1/01                                    A3     1,800          1,879           
 
7.5% 7/15/06                                    A3     2,000          2,242           
 
Federated Department                                                                  
Stores, Inc.:                                                                         
 
6.79% 7/15/27                                   Baa2   1,100          1,162           
 
7% 2/15/28                                      Baa2   1,360          1,374           
 
8.125% 10/15/02                                 Baa2   520            568             
 
Kmart Corp.:                                                                          
 
7.75% 10/1/12                                   Ba2    310            313             
 
8.25% 1/1/22                                    Ba2    2,480          2,449           
 
12.5% 3/1/05                                    Ba2    4,240          5,215           
 
                                                                      15,202          
 
GROCERY STORES - 0.6%                                                                 
 
Ameriserve Food                                 B1     1,390          1,230           
Distribution, Inc. 8.875%                                                             
10/15/06                                                                              
 
Kroger Co. 6% 7/1/00                            Baa3   2,400          2,432           
 
Meyer (Fred), Inc. 7.45%                        Ba2    5,580          5,831           
3/1/08                                                                                
 
Mrs. Fields Original                            B2     1,480          1,376           
Cookies, Inc. 10.125%                                                                 
12/1/04                                                                               
 
Pathmark Stores, Inc.:                                                                
 
9.625% 5/1/03                                   Caa1   10,400         9,932           
 
12.625% 6/15/02                                 Caa2   1,940          1,828           
 
Pueblo Xtra International,                                                            
Inc.:                                                                                 
 
9.5% 8/1/03                                     B3     4,050          3,645           
 
9.5% 8/1/03                                     B3     1,710          1,539           
 
                                                                      27,813          
 
RETAIL & WHOLESALE, MISCELLANEOUS - 0.2%                                              
 
Amazon.com, Inc. 0%                             Caa2   3,440          1,858           
5/1/08 (d)                                                                            
 
Central Tractor Farm &                          B2     980            951             
Country, Inc. 10.625%                                                                 
4/1/07                                                                                
 
CORPORATE BONDS - CONTINUED                                                           
 
                                         MOODY'S      PRINCIPAL      VALUE (NOTE 1)   
                                         RATINGS      AMOUNT (000S)  (000S)           
                                         (UNAUDITED)                                             
                                         (B)                                             
 
NONCONVERTIBLE BONDS - CONTINUED                                                      
 
RETAIL & WHOLESALE - CONTINUED                                                        
 
RETAIL & WHOLESALE, MISCELLANEOUS - CONTINUED                                         
 
J Crew Operating Corp.                          Caa1  $ 2,140        $ 1,712          
10.375% 10/15/07                                                                      
 
Metals USA, Inc. 8.625%                         B2     6,430          5,594           
2/15/08                                                                               
 
                                                                      10,115          
 
TOTAL RETAIL & WHOLESALE                                              59,687          
 
SERVICES - 0.4%                                                                       
 
PRINTING - 0.1%                                                                       
 
Sullivan Graphics, Inc.                         Caa1   1,830          1,848           
12.75% 8/1/05                                                                         
 
SERVICES - 0.3%                                                                       
 
Borg-Warner Security                            B3     1,150          1,265           
Corp. 9.625% 3/15/07                                                                  
 
Iron Mountain, Inc. 8.75%                       B3     2,590          2,564           
9/30/09                                                                               
 
La Petite Academy, Inc./La                      B3     4,530          4,383           
Petite Academy Holding                                                                
Co. 10% 5/15/08                                                                       
 
Medaphis Corp. 9.5%                             B2     7,520          6,618           
2/15/05                                                                               
 
                                                                      14,830          
 
TOTAL SERVICES                                                        16,678          
 
TECHNOLOGY - 0.4%                                                                     
 
COMPUTER SERVICES & SOFTWARE - 0.2%                                                   
 
Federal Data Corp.                              B3     6,800          6,137           
10.125% 8/1/05                                                                        
 
ICG Services, Inc. 0%                           -      7,560          3,667           
5/1/08 (d)                                                                            
 
PSINet, Inc. 10% 2/15/05                        B3     1,200          1,200           
 
                                                                      11,004          
 
COMPUTERS & OFFICE EQUIPMENT - 0.1%                                                   
 
Comdisco, Inc.:                                                                       
 
6.375% 11/30/01                                 Baa1   1,800          1,848           
 
7.21% 7/2/01                                    Baa1   1,750          1,834           
 
                                                                      3,682           
 
ELECTRONIC INSTRUMENTS - 0.1%                                                         
 
Telecommunications                              B3     3,680          3,349           
Techniques Co. 9.75%                                                                  
5/15/08 (f)                                                                           
 
CORPORATE BONDS - CONTINUED                                                           
 
                                         MOODY'S      PRINCIPAL      VALUE (NOTE 1)   
                                         RATINGS      AMOUNT (000S)  (000S)           
                                         (UNAUDITED)                                             
                                         (B)                                             
 
NONCONVERTIBLE BONDS - CONTINUED                                                      
 
TECHNOLOGY - CONTINUED                                                                
 
ELECTRONICS - 0.0%                                                                    
 
Fairchild Semiconductor                         -     $ 2,734        $ 2,200          
Corp. 11.74% 3/15/08                                                                  
pay-in-kind (k)                                                                       
 
TOTAL TECHNOLOGY                                                      20,235          
 
TRANSPORTATION - 0.8%                                                                 
 
AIR TRANSPORTATION - 0.5%                                                             
 
Atlas Air, Inc. 9.25%                           B3     8,000          7,480           
4/15/08 (f)                                                                           
 
Delta Air Lines, Inc.                           Baa3   500            533             
9.875% 5/15/00                                                                        
 
Kitty Hawk, Inc. 9.95%                          B1     8,040          8,080           
11/15/04                                                                              
 
US Air, Inc. 9.625%                             B1     1,960          2,009           
2/1/01                                                                                
 
US Airways Group, Inc.                          Ba2    3,340          3,549           
10.375% 3/1/13                                                                        
 
                                                                      21,651          
 
RAILROADS - 0.2%                                                                      
 
Burlington Northern Santa                       Baa2   1,500          1,697           
Fe Corp. 7.29% 6/1/36                                                                 
 
Canadian National                               Baa2   2,500          2,564           
Railway Co. 6.9%                                                                      
7/15/28                                                                               
 
CSX Corp. 6.46%                                 Baa2   1,990          2,083           
6/22/05                                                                               
 
Norfolk Southern Corp.                          Baa1   2,340          2,580           
7.05% 5/1/37                                                                          
 
Wisconsin Central                               Baa2   1,000          1,037           
Transportation Corp.                                                                  
6.625% 4/15/08                                                                        
 
                                                                      9,961           
 
SHIPPING - 0.1%                                                                       
 
Amer Reefer Co. Ltd.                            B1     1,270          1,029           
10.25% 3/1/08                                                                         
 
Cenargo International PLC                       Ba3    3,190          2,584           
9.75% 6/15/08 (f)                                                                     
 
Holt Group, Inc. 9.75%                          Caa1   2,890          2,023           
1/15/06 (f)                                                                           
 
                                                                      5,636           
 
TOTAL TRANSPORTATION                                                  37,248          
 
UTILITIES - 2.2%                                                                      
 
CELLULAR - 0.9%                                                                       
 
AirTouch Communications,                        Baa2   2,660          2,799           
Inc. 6.35% 6/1/05                                                                     
 
Cable & Wireless                                Baa1   1,700          1,738           
Communications PLC                                                                    
6.375% 3/6/03                                                                         
 
McCaw International Ltd.                        Caa1   14,590         6,857           
0% 4/15/07 (d)                                                                        
 
CORPORATE BONDS - CONTINUED                                                           
 
                                         MOODY'S      PRINCIPAL      VALUE (NOTE 1)   
                                         RATINGS      AMOUNT (000S)  (000S)           
                                         (UNAUDITED)                                             
                                         (B)                                             
 
NONCONVERTIBLE BONDS - CONTINUED                                                      
 
UTILITIES - CONTINUED                                                                 
 
CELLULAR - CONTINUED                                                                  
 
Millicom International                          Caa1  $ 3,890        $ 2,392          
Cellular SA 0%                                                                        
6/1/06 (d)                                                                            
 
Nextel Communications,                                                                
Inc.:                                                                                 
 
0% 9/15/07 (d)                                  B2     1,647          1,046           
 
0% 10/31/07 (d)                                 B2     13,380         8,061           
 
0% 2/15/08 (d)                                  B2     3,870          2,274           
 
Nextel International, Inc.                      Caa1   8,600          3,440           
0% 4/15/08 (d)                                                                        
 
Pagemart Nationwide, Inc.                       B3     340            304             
0% 2/1/05 (d)                                                                         
 
PageMart Wireless, Inc. 0%                      Caa2   2,800          1,498           
2/1/08 (d)                                                                            
 
Rogers Communications,                          B2     6,560          6,429           
Inc. 8.875% 7/15/07                                                                   
 
Teligent, Inc.:                                                                       
 
0% 3/1/08 (d)                                   Caa1   4,190          1,645           
 
11.5% 12/1/07                                   Caa1   3,310          2,582           
 
                                                                      41,065          
 
ELECTRIC UTILITY - 0.2%                                                               
 
Avon Energy Partners                                                                  
Holdings:                                                                             
 
6.46% 3/4/08 (f)                                Baa2   1,320          1,353           
 
6.73% 12/11/02 (f)                              Baa2   1,680          1,752           
 
Hydro-Quebec yankee                             A2     1,050          1,292           
7.4% 3/28/25 (e)                                                                      
 
Israel Electric Corp. Ltd.:                                                           
 
yankee 7.875%                                   A3     660            657             
12/15/26 (f)                                                                          
 
7.75% 12/15/27 (f)                              A3     1,605          1,524           
 
Niagara Mohawk Power                            Ba3    3,490          3,717           
Corp. 7.75% 10/1/08                                                                   
 
Texas Utilities Co. 6.375%                      Baa3   660            670             
1/1/08                                                                                
 
                                                                      10,965          
 
TELEPHONE SERVICES - 1.1%                                                             
 
Dobson Wireline Co.                             -      7,550          6,569           
12.25% 6/15/08 (f)                                                                    
 
GST Network Funding, Inc.                       -      3,260          1,565           
0% 5/1/08 (d)(f)                                                                      
 
Hyperion                                                                              
Telecommunications, Inc.:                                                             
 
0% 4/15/03 (d)                                  B3     4,460          3,044           
 
12.25% 9/1/04                                   B3     4,870          4,773           
 
Level 3 Communications,                         B3     3,440          3,234           
Inc. 9.125% 5/1/08                                                                    
 
McLeodUSA, Inc.:                                                                      
 
0% 3/1/07 (d)                                   B2     5,530          4,023           
 
9.25% 7/15/07                                   B2     2,330          2,394           
 
NEXTLINK                                        B3     7,240          7,023           
Communications, Inc.                                                                  
9.625% 10/1/07                                                                        
 
CORPORATE BONDS - CONTINUED                                                           
 
                                         MOODY'S      PRINCIPAL      VALUE (NOTE 1)   
                                         RATINGS      AMOUNT (000S)  (000S)           
                                         (UNAUDITED)                                             
                                         (B)                                             
 
NONCONVERTIBLE BONDS - CONTINUED                                                      
 
UTILITIES - CONTINUED                                                                 
 
TELEPHONE SERVICES - CONTINUED                                                        
 
Pathnet, Inc. 12.25%                            -     $ 8,200        $ 6,232          
4/15/08 (f)                                                                           
 
WinStar Communications,                         -      6,710          4,596           
Inc. 11% 3/15/08 (d)                                                                  
 
WorldCom, Inc.:                                                                       
 
7.75% 4/1/07                                    Baa2   1,940          2,217           
 
8.875% 1/15/06                                  Baa2   1,180          1,294           
 
9.375% 1/15/04                                  Baa2   1,394          1,456           
 
                                                                      48,420          
 
TOTAL UTILITIES                                                       100,450         
 
TOTAL NONCONVERTIBLE BONDS                                            772,928         
 
TOTAL CORPORATE BONDS                                                 780,935         
(Cost $813,146)                                                                       
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                        <C>   <C>            <C>              
U.S. GOVERNMENT AND GOVERNMENT AGENCY                                            
OBLIGATIONS - 1.1%                                                               
 
                                                                                 
 
U.S. GOVERNMENT AGENCY OBLIGATIONS - 0.2%                                        
 
Fannie Mae 7.49%                            Aaa   2,320          2,653           
3/2/05                                                                           
 
U.S. Department of                                                               
Housing and Urban                                                                
Development government                                                           
guaranteed participation                                                         
certificates Series                                                              
1996-A:                                                                          
 
 6.83% 8/1/03                               Aaa   4,000          4,319           
 
 7.66% 8/1/15                               Aaa   1,200          1,381           
 
                                                                 8,353           
 
U.S. TREASURY OBLIGATIONS - 0.9%                                                 
 
U.S. Treasury Bills, yield at                     4,500          4,496           
date of purchase 4.98%                                                           
to 4.99% 10/8/98 (h)                                                             
 
U.S. Treasury Bonds:                                                             
 
7.125% 2/15/23                              Aaa   2,310          2,916           
 
7.625% 2/15/25                              Aaa   10,640         14,326          
 
12.75% 11/15/10                             Aaa   5,140          7,647           
(callable)                                                                       
 
U.S. Treasury Notes:                                                             
 
5.375% 2/15/01                              Aaa   2,600          2,659           
 
5.875% 11/30/01                             Aaa   1,495          1,560           
 
6.625% 6/30/01                              Aaa   920            973             
 
U.S. GOVERNMENT AND GOVERNMENT AGENCY                                            
OBLIGATIONS - CONTINUED                                                          
 
                                         MOODY'S      PRINCIPAL      VALUE (NOTE 1)   
                                         RATINGS      AMOUNT (000S)  (000S)           
                                         (UNAUDITED)                                             
                                         (B)                                             
 
U.S. TREASURY OBLIGATIONS - CONTINUED                                            
 
U.S. Treasury Notes -                                                            
continued                                                                        
 
7% 7/15/06                                  Aaa  $ 5,767        $ 6,719          
 
7.875% 8/15/01                              Aaa   810            885             
 
                                                                 42,181          
 
TOTAL U.S. GOVERNMENT AND                                        50,534          
GOVERNMENT AGENCY OBLIGATIONS                                                    
(Cost $46,753)                                                                   
 
</TABLE>
 
U.S. GOVERNMENT AGENCY - MORTGAGE-BACKED                                  
SECURITIES - 2.4%                                                         
 
                                                                          
 
FANNIE MAE - 1.6%                                                         
 
5.5% 6/17/03 to 7/1/03                            Aaa   1,222    1,224    
 
6% 4/5/03 to 4/1/28                               Aaa   26,925   27,137   
 
6.5% 12/1/12 to 7/1/28                            Aaa   12,926   13,179   
 
7% 10/1/28 (g)(l)                                 Aaa   27,594   28,371   
 
7.5% 6/1/27 to 8/1/28                             Aaa   4,440    4,580    
 
                                                                 74,491   
 
FREDDIE MAC - 0.2%                                                        
 
5.5% 5/11/03                                      Aaa   1,305    1,301    
 
7% 7/1/01                                         Aaa   312      315      
 
7.5% 5/1/27 to 4/1/28                             Aaa   4,490    4,626    
 
                                                                 6,242    
 
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION - 0.6%                           
 
6% 6/15/08 to 9/15/10                             Aaa   1,327    1,352    
 
6.5% 9/15/08 to                                   Aaa   7,114    7,298    
5/15/09                                                                   
 
7% 1/15/28 to 7/15/28                             Aaa   8,048    8,307    
 
7.5% 4/15/23 to                                   Aaa   10,665   11,057   
8/15/28                                                                   
 
8% 5/15/25                                        Aaa   489      510      
 
                                                                 28,524   
 
TOTAL U.S. GOVERNMENT AGENCY -                                   109,257  
MORTGAGE-BACKED SECURITIES                                                
(Cost $106,150)                                                           
 
 
<TABLE>
<CAPTION>
<S>                                         <C>   <C>            <C>              
COLLATERALIZED MORTGAGE OBLIGATIONS - 0.0%                                        
 
                                         MOODY'S      PRINCIPAL      VALUE (NOTE 1)   
                                         RATINGS      AMOUNT (000S)  (000S)           
                                         (UNAUDITED)                                             
                                         (B)                                             
 
PRIVATE SPONSOR - 0.0%                                                            
 
Credit-Based Asset                           Ba3  $ 1,800        $ 753            
Servicing and                                                                     
Securitization LLC Series                                                         
1997-2 Class 2-B,                                                                 
7.2236% 12/29/25 (f)(i)                                                           
(Cost $957)                                                                       
 
</TABLE>
 
ASSET-BACKED SECURITIES - 0.9%                                              
 
                                                                            
 
Airplanes Pass Through                Ba2    7,040          7,286           
Trust 10.875% 3/15/19                                                       
 
BankAmerica                           Aaa    1,510          1,531           
Manufacturing Housing                                                       
Contract 6.2% 4/10/09                                                       
 
Capita Equipment                      Baa2   1,000          1,018           
Receivables Trust 6.48%                                                     
10/15/06                                                                    
 
Chase Manhattan Auto                  Aaa    1,820          1,852           
Owner Trust 5.85%                                                           
5/15/03                                                                     
 
Chevy Chase Auto                      Aaa    959            970             
Receivables Trust 5.91%                                                     
12/15/04                                                                    
 
Contimortgage Home                    Aaa    1,640          1,647           
Equity Loan Trust 6.26%                                                     
7/15/12                                                                     
 
CPS Auto Grantor Trust:                                                     
 
6.09% 11/15/03                        Aaa    1,061          1,065           
 
6.55% 8/15/02                         Aaa    757            766             
 
CPS Auto Receivables Trust            Aaa    1,803          1,824           
6% 8/15/03                                                                  
 
CSXT Trade Receivables                Aaa    1,780          1,848           
Master Trust 6%                                                             
7/25/04                                                                     
 
Dayton Hudson Credit                  Aaa    1,640          1,717           
Card Master Trust 6.25%                                                     
8/25/05                                                                     
 
Ford Credit Auto Owner                                                      
Trust:                                                                      
 
6.2% 12/15/02                         Baa3   890            906             
 
6.4% 5/15/02                          A1     1,060          1,084           
 
6.4% 12/15/02                         Baa3   490            492             
 
Green Tree Financial                                                        
Corp.:                                                                      
 
6.5% 6/15/27                          Aaa    427            428             
 
6.68% 1/15/29                         AAA    2,280          2,346           
 
6.8% 6/15/27                          Aaa    750            759             
 
Key Auto Finance Trust                A2     1,161          1,167           
6.3% 10/15/03                                                               
 
MBNA Master Credit Card               Aaa    3,230          3,427           
Trust II 6.55% 1/15/07                                                      
 
Olympic Automobile                                                          
Receivables Trust:                                                          
 
6.4% 9/15/01                          Aaa    1,710          1,734           
 
6.7% 3/15/02                          Aaa    810            825             
 
ASSET-BACKED SECURITIES - CONTINUED                                         
<TABLE>
<CAPTION>
<S>                                      <C>          <C>            <C>
 
                                         MOODY'S      PRINCIPAL      VALUE (NOTE 1)   
                                         RATINGS      AMOUNT (000S)  (000S)           
                                         (UNAUDITED)                                             
                                         (B)                                             
 
Petroleum Enhanced Trust              Baa2  $ 1,082        $ 1,082          
Receivables Offering                                                        
Petroleum Trust 6.125%                                                      
2/5/03 (f)(i)                                                               
 
Premier Auto Trust:                                                         
 
6% 5/6/00                             Aaa    423            424             
 
6.34% 1/6/03                          Aaa    2,470          2,532           
 
Prime Credit Card Master              Aaa    1,230          1,290           
Trust 6.75% 11/15/05                                                        
 
UAF Auto Grantor Trust                Aaa    1,847          1,860           
6.1% 1/15/03 (f)                                                            
 
WFS Financial Owner Trust             Aaa    1,520          1,554           
6.55% 10/20/04                                                              
 
TOTAL ASSET-BACKED SECURITIES                               43,434          
(Cost $43,082)                                                              
 
</TABLE>
 
<TABLE>
<CAPTION>
<S>                                         <C>    <C>            <C>              
COMMERCIAL MORTGAGE SECURITIES - 1.2%                                              
 
                                                                                   
 
Bankers Trust Remic Trust                    Ba2    1,248          1,212           
1988-1 Series 1998-S1A                                                             
Class G, 8.6764%                                                                   
11/28/02 (f)(i)                                                                    
 
Berkeley Federal Bank &                      -      1,900          1,482           
Trust FSB Series 1994                                                              
Class 1-B 7.7518%                                                                  
8/1/24 (f)(i)                                                                      
 
BKB Commercial Mortgage                      BBB    680            695             
Trust Series 1997-C1                                                               
Class D, 7.83%                                                                     
2/25/43 (f)(i)                                                                     
 
CBM Funding Corp.                                                                  
sequential pay Series                                                              
1996-1:                                                                            
 
Class A-3PI, 7.08%                           AA     990            1,046           
11/1/07                                                                            
 
Class B, 7.48% 2/1/08                        A      770            819             
 
CS First Boston Mortgage                                                           
Securities Corp.:                                                                  
 
Series 1997-C2 Class D,                      Baa2   1,810          1,813           
7.27% 1/17/35                                                                      
 
Series 1998-C1 Class D,                      BBB    2,030          2,074           
7.17% 1/17/12                                                                      
 
Series 1998-FLI Class E,                     Baa2   2,210          2,184           
6.5063%                                                                            
1/10/13 (f)(i)                                                                     
 
Deutsche Mortgage &                          Baa2   1,420          1,477           
Asset Receiving Corp.                                                              
Series 1998-C1 Class D,                                                            
7.231% 7/15/12                                                                     
 
DLJ Mortgage Acceptance                      -      1,650          1,715           
Corp. Series 1993-MF12                                                             
Class B-2, 10.1%                                                                   
9/18/03 (f)                                                                        
 
Equitable Life Assurance                                                           
Society of the United                                                              
States (The):                                                                      
 
 sequential pay Series                       Aaa    2,600          2,838           
174 Class A1, 7.24%                                                                
  5/15/06 (f)                                                                      
 
 Series 174 Class B1,                        Aa2    1,200          1,297           
7.33% 5/15/06 (f)                                                                  
 
 Series 1996-1 Class                         A2     1,000          1,083           
C1, 7.52% 5/15/06 (f)                                                              
 
First Chicago/Lennar Trust I                                                       
Series 1997-CHL1:                                                                  
 
Class D, 8.1319%                             -      1,100          1,037           
4/13/39 (i)                                                                        
 
Class E, 8.1319%                             -      1,800          1,471           
4/1/39 (i)                                                                         
 
COMMERCIAL MORTGAGE SECURITIES - CONTINUED                                         
 
                                         MOODY'S      PRINCIPAL      VALUE (NOTE 1)   
                                         RATINGS      AMOUNT (000S)  (000S)           
                                         (UNAUDITED)                                             
                                         (B)                                             
 
First Union-Lehman                           Aa2   $ 3,870        $ 4,109          
Brothers Commercial                                                                
Mortgage Trust                                                                     
sequential pay Series                                                              
1997-C2 Class B, 6.79%                                                             
11/18/29                                                                           
 
FMAC Loan Receivables                                                              
Trust 1998-C:                                                                      
 
Series 1997-A Class E,                       -      500            422             
8.1059%                                                                            
4/15/19 (f)(i)                                                                     
 
Series 1997-B Class E,                       -      1,050          831             
7.8912%                                                                            
9/15/19 (f)(i)                                                                     
 
GAFCO Franchisee Loan                        -      1,650          1,338           
Trust Series 1998-1 Class                                                          
D, 14.5% 6/1/16 (f)(i)                                                             
 
General Motors                               Ba3    750            692             
Acceptance Corp.                                                                   
Commercial Mortgage                                                                
Securities, Inc. Series                                                            
1996-C1 Class F, 7.86%                                                             
10/15/28 (f)                                                                       
 
GS Mortgage Securities                                                             
Corp. II:                                                                          
 
Series 1997-GL Class                         Aaa    1,590          1,686           
A2-B, 6.86% 7/13/30                                                                
 
Series 1998-GLII:                                                                  
 
Class D, 7.1905%                             Baa2   490            498             
4/13/31 (f)(i)                                                                     
 
Class E, 7.1905%                             Baa3   1,750          1,707           
4/13/31 (f)(i)                                                                     
 
Kidder Peabody                               Aa2    423            425             
Acceptance Corp. I                                                                 
sequential pay Series                                                              
1993-M1 Class A-2,                                                                 
7.15% 4/25/25                                                                      
 
LTC Commercial Mortgage                                                            
Pass Through                                                                       
Certificates:                                                                      
 
Series 1996-1 Class E,                       BB-    500            510             
9.16% 4/15/28                                                                      
 
Series 1998-1 Class A,                       AAA    1,062          1,073           
6.029% 5/30/30 (f)                                                                 
 
Morgan Stanley Capital I,                                                          
Inc.:                                                                              
 
Series 1996-MBL1 Class                       -      1,711          1,703           
E, 8.3667%                                                                         
5/25/21 (f)(i)                                                                     
 
Series 1998-CF1:                                                                   
 
Class D, 7.35%                               Baa2   1,689          1,706           
1/15/12                                                                            
 
Class E, 7.35%                               Baa3   586            560             
12/15/12                                                                           
 
Series 1998-HF1 Class                        BBB    1,770          1,866           
D, 7.1% 2/15/30 (i)                                                                
 
Nomura Asset Securities                      Baa2   1,420          1,510           
Corp. Series 1998-D6                                                               
Class A-4, 7.5956%                                                                 
3/17/28 (i)                                                                        
 
Nomura Depositor Trust                                                             
floater Series                                                                     
1998-ST1A:                                                                         
 
Class B-2, 9.8906%                           -      1,100          1,002           
1/15/03 (f)(i)                                                                     
 
Class B2-A, 9.8906%                          -      300            273             
2/15/34 (f)(i)                                                                     
 
Penn Mutual Life Insurance                                                         
Co. (The)/Penn Insurance                                                           
& Annuity Co. Series                                                               
1996-PML:                                                                          
 
Class K, 7.9%                                -      1,750          1,308           
11/15/26 (f)                                                                       
 
Class L, 7.9%                                -      1,300          641             
11/15/26 (f)                                                                       
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                         <C>    <C>            <C>              
COMMERCIAL MORTGAGE SECURITIES - CONTINUED                                         
 
                                         MOODY'S      PRINCIPAL      VALUE (NOTE 1)   
                                         RATINGS      AMOUNT (000S)  (000S)           
                                         (UNAUDITED)                                             
                                         (B)                                             
 
Resolution Trust Corp.                       Ba3   $ 598          $ 496            
Series 1991-M2                                                                     
Class A-3, 7.2498%                                                                 
9/25/20 (i)                                                                        
 
Structured Asset Securities                                                        
Corp.:                                                                             
 
sequential pay Series                        AAA    330            332             
1996 Class A-2A,                                                                   
7.75% 2/25/28                                                                      
 
Series 1993-C1 Class E,                      B      1,250          563             
6.6% 10/25/24 (f)                                                                  
 
Series 1995-C1 Class E,                      BB     1,100          1,072           
7.375% 9/25/24 (f)                                                                 
 
Series 1996-CFL:                                                                   
 
Class E, 7.75%                               BB+    820            841             
2/25/28                                                                            
 
Class G, 7.75%                               -      2,000          1,853           
2/25/28 (f)                                                                        
 
Thirteen Affiliates of General                                                     
Growth Properties, Inc.:                                                           
 
sequential pay Series                        Aaa    1,310          1,378           
A-2, 6.602%                                                                        
12/15/10 (f)                                                                       
 
Series D-2, 6.992%                           Baa2   1,410          1,420           
12/15/10 (f)                                                                       
 
Series E-2, 7.224%                           Baa3   840            824             
12/15/10 (f)                                                                       
 
Wells Fargo Capital                          Aaa    1,186          1,226           
Markets Apartment                                                                  
Financing Trust Series                                                             
APT Class 1, 6.56%                                                                 
12/29/05 (f)                                                                       
 
TOTAL COMMERCIAL MORTGAGE                                          56,108          
SECURITIES                                                                         
(Cost $53,596)                                                                     
 
</TABLE>
 
FOREIGN GOVERNMENT AND GOVERNMENT AGENCY                         
OBLIGATIONS - 0.1%                                               
 
                                                                 
 
Export Development Corp.                    Aa2   620     636    
yankee 8.125%                                                    
8/10/99 (j)                                                      
 
Israeli State euro 6.375%                   Aaa   2,410   2,495  
12/19/01 (j)                                                     
 
Manitoba Province yankee                    Aa3   3,000   3,037  
6.375% 10/15/99 (j)                                              
 
TOTAL FOREIGN GOVERNMENT AND                              6,168  
GOVERNMENT AGENCY OBLIGATIONS                                    
(Cost $5,994)                                                    
 
SUPRANATIONAL OBLIGATIONS - 0.0%                        
 
                                                        
 
Inter American                              Aaa   1,600   1,756  
Development Bank                                        
yankee 6.29% 7/16/27                                    
(Cost $1,590)                                           
 
BANK NOTES - 0.1%                     
 
                                      
 
Key Bank NA 5.6175%                               5,000   4,995  
8/20/99 (i)                           
(Cost $4,993)                         
 
CERTIFICATES OF DEPOSIT - 0.9%                  
 
                           PRINCIPAL      VALUE (NOTE 1)   
                           AMOUNT (000S)  (000S)           
 
Abbey National Treasury        $ 5,000  $ 5,002  
Services PLC euro                                
5.51% 12/4/98                                    
 
ABN-AMRO Bank NV                4,000    4,002   
yankee euro 5.64%                                
12/14/98                                         
 
Bank of Scotland Treasury       5,000    5,004   
Services euro 5.64%                              
12/29/98                                         
 
Bayerische Hypotheken und       1,800    1,803   
Wechsel Bank AG                                  
yankee 5.7% 3/30/99                              
 
Canadian Imperial Bank of       1,950    1,992   
Commerce, New York                               
yankee 6.2% 8/1/00                               
 
Deutsche Bank AG yankee         1,000    1,000   
5.94% 10/26/98                                   
 
RaboBank Nederland              5,000    5,017   
Coop. Central yankee                             
5.68% 6/4/99                                     
 
Societe Generale, France        5,000    5,001   
yankee 5.91%                                     
10/15/98                                         
 
Swiss Bank Corp. yankee         3,600    3,606   
5.65% 3/24/99                                    
 
Toronto-Dominion Bank           5,000    5,017   
yankee 5.68% 6/4/99                              
 
Westdeutsche Landesbank         5,000    5,007   
Girozentrale yankee                              
5.63% 2/8/99                                     
 
TOTAL CERTIFICATES OF DEPOSIT            42,451  
(Cost $42,347)                                   
 
COMMERCIAL PAPER - 1.1%                  
 
Citibank Credit Card             1,600   1,597  
Master Trust I (Dakota                       
Certificate Program)                         
5.53% 10/13/98                               
 
Commonwealth Bank of             4,600   4,504  
Australia yankee 5.35%                       
3/1/99                                       
 
Daimler-Benz North               5,000   4,980  
America Corp. yankee                         
5.53% 10/29/98                               
 
du Pont (E.I.) de Nemours        1,600   1,594  
& Co. 5.53% 10/26/98                         
 
Enterprise Funding Corp.         3,300   3,271  
5.4% 12/4/98                                 
 
Fleet Funding Corp. 5.5%         4,800   4,781  
10/28/98                                     
 
General Electric Capital         3,000   2,982  
Corp. 5.51% 11/12/98                         
 
Generale de Banque SA            5,300   5,191  
yankee 5.36% 2/24/99                         
 
Kitty Hawk Funding Corp.         2,000   1,994  
5.53% 10/23/98                               
 
Monsanto Co.:                                
 
5.51% 12/1/98                    2,000   1,983  
 
5.52% 11/19/98                   1,000   993    
 
Morgan (JP) & Co., Inc.          5,300   5,269  
5.5% 11/10/98                                
 
Southern Co. 5.52%               2,000   1,996  
10/15/98                                     
 
Three Rivers Funding Corp.       2,000   1,983  
5.51% 12/1/98                                
 
COMMERCIAL PAPER - CONTINUED                                  
 
                              PRINCIPAL      VALUE (NOTE 1)   
                              AMOUNT (000S)  (000S)           
 
Transamerica Finance          $ 2,000        $ 1,967          
Corp. 5.47%                                                   
1/26/99                                                       
 
Triple A One Funding           5,000          4,991           
Corp. 5.55%                                                   
10/14/98                                                      
 
TOTAL COMMERCIAL PAPER                        50,076          
(Cost $50,038)                                                
 
MASTER NOTES - 0.1%                   
 
                                      
 
Goldman Sachs Group             3,000         3,000  
L.P. (The) 5.6875%                    
1/27/99 (i)                           
(Cost $3,000)                         
 
CASH EQUIVALENTS - 4.2%                             
 
                         MATURITY                   
                         AMOUNT (000S)              
 
Investments in           $ 127             127      
repurchase                                          
agreements                                          
(U.S. Treasury                                      
obligations), in a                                  
joint trading account                               
at 5.77%,                                           
dated 9/30/98 due                                   
10/1/98                                             
 
                           SHARES (000S)            
 
Taxable Central Cash      192,458          192,458  
Fund (c)                                            
 
TOTAL CASH EQUIVALENTS                     192,585         
(Cost $192,585)                              
 
TOTAL INVESTMENT IN                       $ 4,606,833      
SECURITIES - 100%                            
(Cost $4,437,479)                            
 
 
<TABLE>
<CAPTION>
<S>                                                                          <C>          <C>           <C>          
FUTURES CONTRACTS                                                                                                    
 
                                                                             EXPIRATION   UNDERLYING    UNREALIZED   
                                                                             DATE         FACE AMOUNT   GAIN/LOSS    
                                                                                          (000S)        (000S)       
 
PURCHASED                                                                                                            
 
225 S&P 500 Stock                                                            Dec. 1998    $ 57,712      $ 1,095      
Index Contracts                                                                                                      
 
THE FACE VALUE OF FUTURES PURCHASED AS A PERCENTAGE OF TOTAL INVESTMENT IN                                           
SECURITIES - 1.3%                                                                                                    
 
</TABLE>
 
LEGEND
(a) Non-income producing
(b) Standard & Poor's credit ratings are used in the absence of a
rating by Moody's Investors Service, Inc.
(c) At period end, the seven-day yield on the Taxable Central Cash
Fund was 5.36%. The yield refers to the income earned by investing in
the fund over the seven-day period, expressed as an annual percentage.
(d) Debt obligation initially issued in zero coupon form which
converts to coupon form at a specified rate and date.
(e) Debt obligation initially issued at one coupon which converts to a
higher coupon at a specified date. The rate shown is the rate at
period end.
(f) Security exempt from registration under Rule 144A of the
Securities Act of 1933.  These securities may be resold in
transactions exempt from registration, normally to qualified
institutional buyers. At the period end, the value of these securities
amounted to $140,932,000 or 3.1% of net assets.
(g) Security purchased on a delayed delivery or when-issued basis (see
Note 2 of Notes to Financial Statements).
(h) Security or a portion of the security was pledged to cover margin
requirements for futures contracts. At the period end, the value of
securities pledged amounted to $3,497,000.
(i) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end.
(j) For Foreign government obligations not individually rated by S&P
or Moody's, the ratings listed are assigned to the securities by FMR,
the fund's investment adviser, based principally on S&P and Moody's
ratings of the sovereign credit of the issuing government.
(k) Restricted securities - Investment in securities not registered
under the Securities Act of 1933 (see Note 2 of Notes to Financial
Statements).
 
<TABLE>
<CAPTION>
<S>                                                       <C>         <C>          
SECURITY                                                  ACQUISTION  ACQUISITION  
                                                          DATE        COST (000S)  
 
Alliance Gaming Corp.                                     7/28/98     $ 253        
 
Fairchild Semiconductor Corp. 11.74% 3/15/08 pay-in-kind   4/3/97 -   $ 2,463      
                                                          9/15/98                  
 
</TABLE>
 
(l) A portion of the security was sold on a delayed delivery or
when-issued basis (see Note 2 of Notes to Financial Statements).
OTHER INFORMATION
The composition of long-term debt holdings as a percentage of total
value of investments in securities, is as follows (ratings are
unaudited):
MOODY'S RATINGS     S&P RATINGS  
 
Aaa, Aa, A   6.8%  AAA, AA, A   6.3%  
 
Baa          2.6%  BBB          2.9%  
 
Ba           3.0%  BB           3.3%  
 
B            8.0%  B            7.8%  
 
Caa          1.1%  CCC          1.0%  
 
For some foreign government obligations, FMR has assigned the ratings
for the sovereign credit of the issuing government. The percentage not
rated by Moody's or S&P amounted to 1.0%. FMR has determined that
unrated debt securities that are lower quality account for 0.2% of the
total value of investment in securities.
 
INCOME TAX INFORMATION
At September 30, 1998, the aggregate cost of investment securities for
income tax purposes was $4,443,127,000. Net unrealized appreciation
aggregated $163,706,000, of which $454,870,551 related to appreciated
investment securities and $291,164,551 related to depreciated
investment securities.
The fund hereby designates approximately $408,906,000 as a capital
gain dividend for the purpose of the dividend paid deduction.
 
FINANCIAL STATEMENTS
 
 
STATEMENT OF ASSETS AND LIABILITIES
                                                 AMOUNTS IN          
                                                 THOUSANDS (EXCEPT   
                                                 PER-SHARE AMOUNT)   
                                                 SEPTEMBER 30,       
                                                 1998                
 
ASSETS                                                               
 
INVESTMENT IN SECURITIES, AT VALUE               $ 4,606,833         
(INCLUDING REPURCHASE                                                
AGREEMENTS OF $127) (COST                                            
$4,437,479) -                                                        
SEE ACCOMPANYING SCHEDULE                                            
 
COMMITMENT TO SELL SECURITIES ON     $ (20,563)                      
A DELAYED DELIVERY BASIS                                             
 
RECEIVABLE FOR SECURITIES SOLD ON     20,428      (135)              
A DELAYED DELIVERY BASIS                                             
 
RECEIVABLE FOR INVESTMENTS SOLD,                  69,026             
REGULAR DELIVERY                                                     
 
CASH                                              1,312              
 
RECEIVABLE FOR FUND SHARES SOLD                   4,236              
 
DIVIDENDS RECEIVABLE                              5,403              
 
INTEREST RECEIVABLE                               18,479             
 
OTHER RECEIVABLES                                 170                
 
 TOTAL ASSETS                                     4,705,324          
 
LIABILITIES                                                          
 
PAYABLE FOR INVESTMENTS               64,910                         
PURCHASED                                                            
REGULAR DELIVERY                                                     
 
 DELAYED DELIVERY                     41,990                         
 
PAYABLE FOR FUND SHARES               56,515                         
REDEEMED                                                             
 
ACCRUED MANAGEMENT FEE                2,260                          
 
PAYABLE FOR DAILY VARIATION ON        1,772                          
FUTURES CONTRACTS                                                    
 
OTHER PAYABLES AND ACCRUED            1,045                          
EXPENSES                                                             
 
 TOTAL LIABILITIES                                168,492            
 
NET ASSETS                                       $ 4,536,832         
 
NET ASSETS CONSIST OF:                                               
 
PAID IN CAPITAL                                  $ 3,530,451         
 
UNDISTRIBUTED NET INVESTMENT                      97,677             
INCOME                                                               
 
ACCUMULATED UNDISTRIBUTED NET                     738,387            
REALIZED GAIN (LOSS) ON                                              
INVESTMENTS AND FOREIGN                                              
CURRENCY TRANSACTIONS                                                
 
NET UNREALIZED APPRECIATION                       170,317            
(DEPRECIATION) ON INVESTMENTS                                        
 
NET ASSETS, FOR 241,376 SHARES                   $ 4,536,832         
OUTSTANDING                                                          
 
NET ASSET VALUE, OFFERING PRICE                   $18.80             
AND REDEMPTION PRICE PER                                             
SHARE ($4,536,832 (DIVIDED BY)                                       
241,376 SHARES)                                                      
 
STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
<S>                                                       <C>         <C>             
AMOUNTS IN THOUSANDS                                                  YEAR ENDED      
                                                                      SEPTEMBER 30,   
                                                                      1998            
 
INVESTMENT INCOME                                                     $ 61,577        
DIVIDENDS                                                                             
 
INTEREST                                                               98,269         
 
 TOTAL INCOME                                                          159,846        
 
EXPENSES                                                                              
 
MANAGEMENT FEE                                            $ 28,667                    
 
TRANSFER AGENT FEES                                        10,402                     
 
ACCOUNTING FEES AND EXPENSES                               864                        
 
NON-INTERESTED TRUSTEES' COMPENSATION                      25                         
 
CUSTODIAN FEES AND EXPENSES                                144                        
 
REGISTRATION FEES                                          266                        
 
AUDIT                                                      105                        
 
LEGAL                                                      26                         
 
MISCELLANEOUS                                              19                         
 
 TOTAL EXPENSES BEFORE REDUCTIONS                          40,518                     
 
 EXPENSE REDUCTIONS                                        (1,600)     38,918         
 
NET INVESTMENT INCOME                                                  120,928        
 
REALIZED AND UNREALIZED GAIN (LOSS)                                                   
NET REALIZED GAIN (LOSS) ON:                                                          
 
 INVESTMENT SECURITIES                                     774,249                    
 
 FOREIGN CURRENCY TRANSACTIONS                             545                        
 
 FUTURES CONTRACTS                                         (11,189)    763,605        
 
CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON:                              
 
 INVESTMENT SECURITIES                                     (630,324)                  
 
 ASSETS AND LIABILITIES IN FOREIGN CURRENCIES              26                         
 
 FUTURES CONTRACTS                                         1,095                      
 
 DELAYED DELIVERY COMMITMENTS                              (135)       (629,338)      
 
NET GAIN (LOSS)                                                        134,267        
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING                       $ 255,195       
FROM OPERATIONS                                                                       
 
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
AMOUNTS IN THOUSANDS             YEAR ENDED     YEAR ENDED     
                                 SEPTEMBER 30,  SEPTEMBER 30,  
                                 1998           1997           
 
INCREASE (DECREASE) IN NET                                     
ASSETS                                                         
 
OPERATIONS                       $ 120,928      $ 88,541       
NET INVESTMENT INCOME                                          
 
 NET REALIZED GAIN (LOSS)         763,605        424,956       
 
 CHANGE IN NET UNREALIZED         (629,338)      517,403       
APPRECIATION (DEPRECIATION)                                    
 
 NET INCREASE (DECREASE) IN       255,195        1,030,900     
NET ASSETS RESULTING                                           
FROM OPERATIONS                                                
 
DISTRIBUTIONS TO SHAREHOLDERS     (90,146)       (81,646)      
FROM NET INVESTMENT INCOME                                     
 
 FROM NET REALIZED GAIN           (394,442)      (203,145)     
 
 TOTAL DISTRIBUTIONS              (484,588)      (284,791)     
 
SHARE TRANSACTIONS                1,213,472      1,283,870     
NET PROCEEDS FROM SALES OF                                     
SHARES                                                         
 
 REINVESTMENT OF DISTRIBUTIONS    481,109        282,710       
 
 COST OF SHARES REDEEMED          (1,385,838)    (953,951)     
 
 NET INCREASE (DECREASE) IN       308,743        612,629       
NET ASSETS RESULTING                                           
FROM SHARE TRANSACTIONS                                        
 
  TOTAL INCREASE (DECREASE) IN    79,350         1,358,738     
NET ASSETS                                                     
 
NET ASSETS                                                     
 
 BEGINNING OF PERIOD              4,457,482      3,098,744     
 
 END OF PERIOD (INCLUDING        $ 4,536,832    $ 4,457,482    
UNDISTRIBUTED NET INVESTMENT                                   
INCOME OF $97,677 AND                                          
$67,056, RESPECTIVELY)                                         
 
OTHER INFORMATION                                              
SHARES                                                         
 
 SOLD                             61,872         72,671        
 
 ISSUED IN REINVESTMENT OF        26,595         17,155        
DISTRIBUTIONS                                                  
 
 REDEEMED                         (70,304)       (53,787)      
 
 NET INCREASE (DECREASE)          18,163         36,039        
 
FINANCIAL HIGHLIGHTS
                     YEARS                                           
                     ENDED                                           
                     SEPTEMBE                                        
                     R 30,                                           
 
                     1998      1997     1996      1995      1994     
 
SELECTED                                                             
PER-SHARE                                                            
DATA                                                                 
 
NET ASSET VALUE,     $ 19.97   $ 16.56  $ 14.88   $ 13.91   $ 13.77  
BEGINNING OF                                                         
PERIOD                                                               
 
INCOME FROM                                                          
INVESTMENT                                                           
OPERATIONS                                                           
 
 NET INVESTMENT       .49 B     .42 B    .47       .26       .13     
INCOME                                                               
 
 NET REALIZED         .49       4.49     1.44      1.07      .61     
AND UNREALIZED                                                       
                                                                     
 GAIN (LOSS)                                                         
 
 TOTAL FROM           .98       4.91     1.91      1.33      .74     
INVESTMENT                                                           
 OPERATIONS                                                          
 
LESS DISTRIBUTIONS                                                   
 
 FROM NET             (.40)     (.43)    (.23)     (.27)     (.18)   
INVESTMENT                                                           
INCOME                                                               
 
 FROM NET             (1.75)    (1.07)   -         -         (.37)   
REALIZED GAIN                                                        
 
 IN EXCESS OF NET     -         -        -         (.09)     (.05)   
REALIZED GAIN                                                        
 
 TOTAL                (2.15)    (1.50)   (.23)     (.36)     (.60)   
DISTRIBUTIONS                                                        
 
NET ASSET VALUE,     $ 18.80   $ 19.97  $ 16.56   $ 14.88   $ 13.91  
END OF PERIOD                                                        
 
TOTAL RETURN A        5.33%     31.57%   12.99%    9.95%     5.39%   
 
RATIOS AND                                                           
SUPPLEMENTAL                                                         
DATA                                                                 
 
NET ASSETS, END      $ 4,537   $ 4,457  $ 3,099   $ 2,850   $ 3,071  
OF PERIOD                                                            
(IN MILLIONS)                                                        
 
RATIO OF EXPENSES     .84%      .87%     1.02%     1.03%     1.15%   
TO AVERAGE                                                           
NET ASSETS                                                           
 
RATIO OF EXPENSES     .80% C    .86% C   1.01% C   1.02% C   1.15%   
TO AVERAGE                                                           
NET ASSETS AFTER                                                     
EXPENSE                                                              
REDUCTIONS                                                           
 
RATIO OF NET          2.49%     2.36%    2.51%     3.16%     2.64%   
INVESTMENT                                                           
INCOME TO                                                            
AVERAGE NET                                                          
ASSETS                                                               
 
PORTFOLIO TURNOVER    150%      70%      138%      119%      104%    
RATE                                                                 
 
A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN (SEE NOTE 6 OF NOTES TO
FINANCIAL STATEMENTS).
B NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
C FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES
(SEE NOTE 6 OF NOTES TO FINANCIAL STATEMENTS).
 
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD ENDED SEPTEMBER 30, 1998
 
1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Asset Manager: Growth (the fund) is a fund of Fidelity
Charles Street 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 financial statements have been prepared in
conformity with generally accepted accounting principles which require
management to make certain estimates and assumptions at the date of
the financial statements. The following summarizes the significant
accounting policies of the fund:
SECURITY VALUATION. Equity securities for which quotations are readily
available are valued at the last sale price, or if no sale price, at
the closing bid price. Debt securities for which quotations are
readily available are valued by a pricing service at their market
values as determined by their most recent bid prices in the principal
market (sales prices if the principal market is an exchange) in which
such securities are normally traded. Securities (including restricted
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. Short-term securities with remaining maturities of
sixty days or less for which quotations are not readily available are
valued at amortized cost or original cost plus accrued interest, both
of which approximate current value.
FOREIGN CURRENCY TRANSLATION. The accounting records of the fund are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the prevailing rates of exchange at period end. 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.
Net realized gains and losses on foreign currency transactions
represent net gains and losses from sales and maturities of foreign
currency contracts, disposition of foreign currencies, the difference
between the amount of net investment income accrued and the U.S.
dollar amount actually received, and gains and losses between trade
date and settlement on purchases and sales of securities. The effects
of changes in foreign currency exchange rates on investments in
securities are included with the net realized and unrealized gain or
loss on investment securities.
INCOME TAXES. As a qualified regulated investment company under
Subchapter M of the Internal Revenue Code, the fund is not subject to
income taxes to the extent that it distributes substantially all of
its taxable income for its fiscal year. The schedule of investments
includes information regarding income taxes under the caption "Income
Tax Information."
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend
date, except certain dividends from foreign securities where the
ex-dividend date may have passed, are recorded as soon as the fund is
informed of the ex-dividend date. Non-cash dividends 
1. SIGNIFICANT ACCOUNTING 
POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
included in dividend income, if any, are recorded at the fair market
value of the securities received. Interest income, which includes
accretion of original issue discount, is accrued as earned. Investment
income is recorded net of foreign taxes withheld where recovery of
such taxes is uncertain.
EXPENSES. Most expenses of the trust can be directly attributed to a
fund. Expenses which cannot be directly attributed are apportioned
among the funds in the trust.
DEFERRED TRUSTEE COMPENSATION. Under a Deferred Compensation Plan (the
Plan) non-interested Trustees must defer receipt of a portion of, and
may elect to defer receipt of an additional portion of, their annual
compensation. Deferred amounts are treated as though equivalent dollar
amounts had been invested in shares of the fund or are invested in a
cross-section of other Fidelity funds. Deferred amounts remain in the
fund until distributed in accordance with the Plan.
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, foreign
currency transactions, passive foreign investment companies (PFIC),
market discount, partnerships, 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 and accumulated undistributed net
realized gain (loss) on investments and foreign currency transactions
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.
FOREIGN CURRENCY CONTRACTS. The fund generally uses foreign currency
contracts to facilitate transactions in foreign-denominated
securities. Losses may arise from changes in the value of the foreign
currency or if the counterparties do not perform under the contracts'
terms. The U.S. dollar value of foreign currency contracts is
determined using contractual currency exchange rates established at
the time of each trade.
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 
2. OPERATING POLICIES - 
CONTINUED
JOINT TRADING ACCOUNT - CONTINUED
balances into one or more joint trading accounts. These balances are
invested in one or more repurchase agreements for U.S. Treasury or
Federal Agency obligations.
REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
securities are transferred to an account of the fund, or to the Joint
Trading Account, at a bank custodian. The securities are
marked-to-market daily and maintained at a value at least equal to the
principal amount of the repurchase agreement (including accrued
interest). FMR, the fund's investment adviser, is responsible for
determining that the value of the underlying securities remains in
accordance with the market value requirements stated above. 
TAXABLE CENTRAL CASH FUND. Pursuant to an Exemptive Order issued by
the SEC, the fund may invest in the Taxable Central Cash Fund (the
Cash Fund) managed by Fidelity Investments Money Management, Inc., an
affiliate of FMR. The Cash Fund is an open-end money market fund
available only to investment companies and other accounts managed by
FMR and its affiliates. The Cash Fund seeks preservation of capital,
liquidity, and current income by investing in U.S. Treasury securities
and repurchase agreements for these securities. Income distributions
from the Cash Fund are declared daily and paid monthly from net
interest income. Income distributions earned by the fund are recorded
as interest income in the accompanying financial statements.
DELAYED DELIVERY TRANSACTIONS. The fund may purchase or sell
securities on a delayed delivery basis. Payment and delivery may take
place a month or more after the date of the transaction. The price of
the underlying securities and the date when the securities will be
delivered and paid for are fixed at the time the transaction is
negotiated. The market values of the securities purchased or sold on a
delayed delivery basis are identified as such in the fund's schedule
of investments. The fund may receive compensation for interest forgone
in the purchase of a delayed delivery security. With respect to
purchase commitments, the fund identifies securities as segregated in
its custodial records with a value at least equal to the amount of the
commitment. Losses may arise due to changes in the market value of the
underlying securities or if the counterparty does not perform under
the contract. 
FUTURES CONTRACTS. The fund may use futures contracts to manage its
exposure to the stock market. Buying futures tends to increase the
fund's exposure to the underlying instrument, while selling futures
tends to decrease the fund's exposure to the underlying instrument or
hedge other fund investments. Futures contracts involve, to varying
degrees, risk of loss in excess of the futures variation margin
reflected in the Statement of Assets and Liabilities. The underlying
face amount at value of any open futures contracts at period end is
shown in the 
2. OPERATING POLICIES - 
CONTINUED
FUTURES CONTRACTS - CONTINUED
schedule of investments under the caption "Futures Contracts." This
amount reflects each contract's exposure to the underlying instrument
at period end. Losses may arise from changes in the value of the
underlying instruments or if the counterparties do not perform under
the contracts' terms. Gains (losses) are realized upon the expiration
or closing of the futures contracts. Futures contracts are valued at
the settlement price established each day by the board of trade or
exchange on which they are traded.
RESTRICTED SECURITIES. The fund is permitted to invest in securities
that are subject to legal or contractual restrictions on resale. These
securities generally may be resold in transactions exempt from
registration or to the public if the securities are registered.
Disposal of these securities may involve time-consuming negotiations
and expense, and prompt sale at an acceptable price may be difficult.
At the end of the period, restricted securities (excluding 144A
issues) amounted to $2,206,000 or 0.0% of net assets.
3. PURCHASES AND SALES OF INVESTMENTS. 
Purchases and sales of securities, other than short-term securities,
aggregated $6,864,874,000 and $6,808,509,000, respectively, of which
U.S. government and government agency obligations aggregated
$811,971,000 and $800,276,000, respectively.
The market value of futures contracts opened and closed during the
period amounted to $414,953,000 and $347,147,000, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES. 
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a
monthly fee that is calculated on the basis of a group fee rate plus a
fixed individual fund fee rate applied to the average net assets of
the fund. The group fee rate is the weighted average of a series of
rates and is based on the monthly average net assets of all the mutual
funds advised by FMR. The rates ranged from .2500% to .5200% for the
period. The annual individual fund fee rate is .30%. In the event that
these rates were lower than the contractual rates in effect during the
period, FMR voluntarily implemented the above rates, as they resulted
in the same or a lower management fee. For the period, the management
fee was equivalent to an annual rate of 0.59% of average net assets.
TRANSFER AGENT FEES. Fidelity Service Company, Inc. (FSC), an
affiliate of FMR, is the fund's transfer, dividend disbursing and
shareholder servicing agent. FSC receives account fees and asset-based
fees that vary according to account size and type of account. FSC pays
for typesetting, printing and mailing of all shareholder reports,
except proxy statements. For the period, the transfer agent fees were
equivalent to an annual rate of 0.21% of average net assets.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - 
CONTINUED
ACCOUNTING FEES. FSC maintains the fund's accounting records and
administers the security lending program. The fee is based on the
level of average net assets for the month plus out-of-pocket expenses.
BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $791,000 for the
period.
5. 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
balance during the period for which the loan was outstanding amounted
to $2,478,000. The weighted average interest rate was 5.79%. During
the period, the fund paid interest expenses amounting to $400.
6. EXPENSE REDUCTIONS.
FMR directed certain portfolio trades to brokers who paid a portion of
the fund's expenses. For the period, the fund's expenses were reduced
by $1,310,000 under this arrangement.
In addition, the fund has entered into arrangements with its custodian
and transfer agent whereby credits realized as a result of uninvested
cash balances were used to reduce a portion of the fund's expenses.
During the period, the fund's custodian and transfer agent fees were
reduced by $13,000 and $277,000, respectively, under these
arrangements.
7. LITIGATION.
The fund is engaged in litigation against the obligor on the inflation
adjusted debt of Siderurgica Brasileiras SA, contesting the
calculation of the principal adjustment. The probability of success of
this litigation cannot be predicted and the amount of recovery cannot
be estimated. Any recovery from this litigation would inure to the
benefit of the fund. As of period end, the fund no longer holds
Siderurgica Brasileiras SA debt securities.
 
REPORT OF INDEPENDENT ACCOUNTANTS
 
To the Trustees of Fidelity Charles Street Trust and the Shareholders
of Fidelity Asset Manager: Growth:
In our opinion, the accompanying statement of assets and liabilities,
including the schedule of investments, and the related statements of
operations and of changes in net assets and the financial highlights
present fairly, in all material respects, the financial position of
Fidelity Asset Manager: Growth (a fund of Fidelity Charles Street
Trust) at September 30, 1998, and the results of its operations, the
changes in its net assets and the financial highlights for the periods
indicated, in conformity with generally accepted accounting
principles. These financial statements and financial highlights
(hereafter referred to as "financial statements") are the
responsibility of the Fidelity Asset Manager: Growth's management; our
responsibility is to express an opinion on these financial statements
based on our audits. We conducted our audits of these financial
statements in accordance with generally accepted auditing standards
which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits, which included confirmation
of securities at September 30, 1998 by correspondence with the
custodian and brokers, provide a reasonable basis for the opinion
expressed above.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
November 10, 1998
 
DISTRIBUTIONS
 
The Board of Trustees of (Fidelity Asset Manager: Growth) voted to pay
to shareholders of record at the opening of business on record date,
the following distributions derived from capital gains realized from
sales of portfolio securities, and dividends derived from net
investment income:
 
PAY DATE           12/22/97
RECORD DATE        12/19/97
DIVIDENDS          $.40
SHORT-TERM
CAPITAL GAINS      $.44
LONG-TERM 
CAPITAL GAINS      $1.31
LONG-TERM CAPITAL
GAIN BREAKDOWN:
 28% rate          58.76%
 20% rate          41.24%
 
A total of 3.24% 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.
A total of 25.00% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate
shareholders.
The fund will notify shareholders in January 1999 of the applicable
percentage for use in preparing 1998 income tax returns.
 
MANAGING YOUR INVESTMENTS
 
Fidelity offers several ways to conveniently manage your personal
investments via your telephone or PC. You can access your account
information, conduct trades and research your investments 24 hours a
day.
 
BY PHONE
Fidelity TouchTone Xpress(registered trademark) provides a single
toll-free number to access account balances, positions, quotes and
trading. It's easy to navigate the service, and on your first call,
the system will help you create a personal identification number (PIN)
for security.
(PHONE_GRAPHIC)TOUCHTONE XPRESS
1-800-544-5555
PRESS
1 For mutual fund and brokerage trading.
2 For quotes.*
3 For account balances and holdings.
4 To review orders and mutual fund activity.
5 To change your PIN.
*0  To speak to a Fidelity representative.
 
BY PC
Fidelity's Web site on the Internet provides a wide range of
information, including daily financial news, fund performance,
interactive planning tools and news about Fidelity products and
services.
(PC_GRAPHIC)FIDELITY'S WEB SITE
WWW.FIDELITY.COM
If you are not currently on the Internet, call Fidelity at
1-800-544-7272 and we'll send you an America Online CD or disk with up
to 50 free hours of Web access.
(PC_GRAPHIC)
FIDELITY ON-LINE XPRESS+
TM
Fidelity On-line Xpress+ software for Windows combines comprehensive
portfolio management capabilities, securities trading and access to
research and analysis tools . . . all on your desktop. Call Fidelity
at 1-800-544-7272 or visit our Web site for more information on how to
manage your investments via your PC.
 
* 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
INVESTMENT SUB-ADVISERS
Fidelity Management & Research
 (U.K.) Inc., London, England
Fidelity Management & Research
 (Far East) Inc., Tokyo, Japan
OFFICERS
Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
Robert A. Lawrence, Vice President
Richard C. Habermann, Vice President
Brad Lewis, Vice President
Charles S. Morrison, Vice President
John Todd, Vice President
Eric D. Roiter, Secretary
Richard A. Silver, Treasurer
John H . Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
BOARD OF TRUSTEES
Ralph F. Co x *
Phyllis Burke Davis *
Robert M. Gates *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
Marvin L. Mann *
William O. McCoy *
Gerald C. McDonough *
Robert C. Pozen
Thomas R. Williams *
* INDEPENDENT TRUSTEES
ADVISORY BOARD
J. Gary Burkhead
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Company, Inc.
Boston, MA
CUSTODIAN
The Chase Manhattan Bank
New York, NY
FIDELITY'S ASSET ALLOCATION FUNDS
Asset Manager SM
Asset Manager: Growth SM
Asset Manager: Income SM
Fidelity Freedom Funds(registered trademark) -
Income, 2000, 2010, 2020, 2030
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Exchanges/Redemptions 1-800-544-7777
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)
TouchTone Xpress SM (AUTOMATED_GRAPHIC)  1-800-544-5555
 (AUTOMATED_GRAPHIC) AUTOMATED LINE FOR QUICKEST SERVICE
AMG-ANN-1198  64293
1.537733.101
 
(FIDELITY LOGO)(REGISTERED TRADEMARK)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com
 
FIDELITY 
ASSET MANAGER: INCOME SM
 
ANNUAL REPORT
SEPTEMBER 30, 1998
(2 Fidelity logos) (registered trademark)
 
CONTENTS
 
PRESIDENT'S MESSAGE     3   NED JOHNSON ON INVESTING STRATEGIES.        
 
PERFORMANCE             4   HOW THE FUND HAS DONE OVER TIME.            
 
MARKET RECAP            6   AN OVERVIEW OF THE MARKET'S PERFORMANCE     
                            AND THE FACTORS DRIVING IT.                 
 
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    33  STATEMENTS OF ASSETS AND LIABILITIES,       
                            OPERATIONS, AND CHANGES IN NET ASSETS,      
                            AS WELL AS FINANCIAL HIGHLIGHTS.            
 
NOTES                   37  NOTES TO THE FINANCIAL STATEMENTS.          
 
REPORT OF INDEPENDENT   42  THE AUDITORS' OPINION.                      
ACCOUNTANTS                                                             
 
DISTRIBUTIONS           43                                              
 
To reduce expenses and demonstrate respect for our environment, we
have initiated a project through which we will begin eliminating
duplicate copies of most financial reports and prospectuses to most
households, even if they have more than one account in the fund. If
additional copies of financial reports, prospectuses or historical
account information are needed, please call 1-800-544-6666.
 
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
 
(photo_of_Edward_C_Johnson_3d)
DEAR SHAREHOLDER:
The stock and bond markets continued to be influenced by competing
factors as the third quarter of 1998 ended. On the one hand, low
inflation, low unemployment and moderate growth in the U.S. economy
provided a foundation for positive returns. But growing concerns about
U.S. corporate earnings, combined with fears about the health of the
economies and financial markets in Japan, Russia and many emerging
markets, led to a continuation of the volatility that has marked most
of the year.
While it's impossible to predict the future direction of the markets
with any degree of certainty, there are certain basic principles that
can help investors plan for their future needs.
First, investors are encouraged to take a long-term view of their
portfolios. If you can afford to leave your money invested through the
inevitable up and down cycles of the financial markets, you will
greatly reduce your vulnerability to any single decline. We know from
experience, for example, that stock prices have gone up over longer
periods of time, have significantly outperformed other types of
investments and have stayed ahead of inflation. 
Second, you can further manage your investing risk through
diversification. Asset Manager funds are already diversified because
they invest in stocks, bonds and short-term and money market
instruments, both in the U.S. and overseas. If you have a shorter
investment time horizon, you might want to consider moving some of
your investment into Asset Manager: Income, which generally has a
higher weighting in short-term investments compared with the other
Asset Manager funds.
Finally, no matter what your time horizon or portfolio diversity, it
makes good sense to follow a regular investment plan, investing a
certain amount of money in a fund at the same time each month or
quarter and periodically reviewing your overall portfolio. By doing
so, you won't get caught up in the excitement of a rapidly rising
market, nor will you buy all your shares at market highs. While this
strategy - known as dollar cost averaging - won't assure a profit or
protect you from a loss in a declining market, it should help you
lower the average cost of your purchases.
If you have questions, please call us at 1-800-544-8888. We are
available 24 hours a day, seven days a week to provide you 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. Total return reflects the change in the value of an
investment, assuming reinvestment of the fund's dividend income and
capital gains (the profits earned upon the sale of securities that
have grown in value). If Fidelity had not reimbursed certain fund
expenses, the past five year and life of fund total returns would have
been lower.
 
CUMULATIVE TOTAL RETURNS
PERIODS ENDED                    PAST 1  PAST 5   LIFE OF  
SEPTEMBER 30, 1998               YEAR    YEARS    FUND     
 
FIDELITY ASSET                   8.06%   50.35%   73.38%   
MANAGER: INCOME                                            
 
FIDELITY CONSERVATIVE            9.55%   53.99%   N/A      
COMPOSITE                                                  
 
 S&P 500 (REGISTERED TRADEMARK)  9.05%   147.93%  181.19%  
 
 LB AGGREGATE BOND               11.51%  41.66%   54.99%   
 
 LB 3 MONTH T-BILL               5.50%   29.17%   N/A      
 
INCOME FUNDS                     2.92%   65.66%   N/A      
AVERAGE                                                    
 
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 October 1, 1992. For example, if you had 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 Fidelity Conservative Composite Index, a
hypothetical combination of unmanaged indices. The composite index
combines the total returns of the Standard & Poor's 500 Index, the
Lehman Brothers Aggregate Bond Index and the Lehman Brothers 3 Month
Treasury Bill Index, weighted according to the fund's neutral mix. To
measure how the fund's performance stacked up against its peers, you
can compare it to the income funds average, which reflects the
performance of mutual funds with similar objectives tracked by Lipper
Analytical Services, Inc. The past one year average represents a peer
group of 80 mutual funds. The benchmarks listed in the table above
include reinvested dividends and capital gains, if any, and exclude
the effect of sales charges. 
 
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED           PAST 1  PAST 5  LIFE OF  
SEPTEMBER 30, 1998      YEAR    YEARS   FUND     
 
FIDELITY ASSET          8.06%   8.50%   9.61%    
MANAGER: INCOME                                  
 
FIDELITY CONSERVATIVE   9.55%   9.02%   N/A      
COMPOSITE                                        
 
AVERAGE ANNUAL TOTAL RETURNS take the fund's 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
<TABLE>
<CAPTION>
<S>               <C>                         <C>                         <C>
             Asset Manager: Income       S&P 500                     FID Conserv Composite       LB Aggregate Bond
             00328                       SP001                       F0056                       LB001
  1992/10/31      10000.00                    10000.00                    10000.00                    10000.00
  1992/11/30      10131.75                    10341.00                    10058.70                    10002.00
  1992/12/31      10335.71                    10468.19                    10137.21                    10161.03
  1993/01/31      10601.78                    10556.13                    10234.73                    10356.12
  1993/02/28      10775.92                    10699.69                    10335.59                    10537.36
  1993/03/31      11012.63                    10925.45                    10403.50                    10581.61
  1993/04/30      11095.59                    10661.06                    10390.02                    10655.68
  1993/05/31      11157.79                    10946.77                    10454.60                    10669.54
  1993/06/30      11282.63                    10978.52                    10544.51                    10862.65
  1993/07/31      11376.79                    10934.61                    10568.86                    10924.57
  1993/08/31      11628.47                    11349.03                    10733.74                    11115.75
  1993/09/30      11660.07                    11261.64                    10744.26                    11145.76
  1993/10/31      11818.44                    11494.76                    10814.63                    11187.00
  1993/11/30      11744.57                    11385.56                    10772.19                    11091.91
  1993/12/31      11926.14                    11523.32                    10827.23                    11151.81
  1994/01/31      12131.02                    11915.11                    10961.16                    11302.36
  1994/02/28      11915.04                    11592.21                    10840.81                    11105.70
  1994/03/31      11687.39                    11086.79                    10689.04                    10831.39
  1994/04/30      11698.18                    11228.70                    10705.13                    10744.74
  1994/05/31      11731.10                    11412.86                    10753.94                    10743.66
  1994/06/30      11665.22                    11133.24                    10715.66                    10720.03
  1994/07/31      11819.10                    11498.41                    10865.25                    10933.36
  1994/08/31      11940.44                    11969.85                    10974.39                    10946.48
  1994/09/30      11829.82                    11676.58                    10895.26                    10785.56
  1994/10/31      11863.39                    11939.31                    10965.43                    10775.86
  1994/11/30      11774.41                    11504.48                    10899.32                    10752.15
  1994/12/31      11763.68                    11675.09                    10979.99                    10826.34
  1995/01/31      11831.41                    11977.82                    11125.48                    11040.70
  1995/02/28      12046.30                    12444.60                    11310.15                    11303.47
  1995/03/31      12171.32                    12811.84                    11427.24                    11372.42
  1995/04/30      12330.59                    13189.15                    11567.79                    11531.63
  1995/05/31      12627.09                    13716.32                    11830.48                    11977.91
  1995/06/30      12752.88                    14034.95                    11944.07                    12065.35
  1995/07/31      12959.19                    14500.35                    12038.69                    12038.80
  1995/08/31      13074.38                    14536.74                    12116.36                    12184.47
  1995/09/30      13247.66                    15150.19                    12280.54                    12302.66
  1995/10/31      13270.83                    15096.11                    12357.37                    12462.60
  1995/11/30      13503.77                    15758.83                    12551.07                    12649.53
  1995/12/31      13726.82                    16062.34                    12688.84                    12826.63
  1996/01/31      13880.66                    16609.11                    12828.08                    12911.28
  1996/02/29      13785.70                    16763.07                    12798.43                    12686.63
  1996/03/31      13773.58                    16924.50                    12815.21                    12597.82
  1996/04/30      13785.38                    17173.97                    12856.13                    12527.27
  1996/05/31      13833.79                    17616.88                    12944.55                    12502.22
  1996/06/30      13942.35                    17684.00                    13032.02                    12669.75
  1996/07/31      13846.45                    16902.72                    12955.05                    12703.96
  1996/08/31      13881.96                    17259.20                    13031.59                    12682.36
  1996/09/30      14211.73                    18230.55                    13272.88                    12903.03
  1996/10/31      14517.86                    18733.35                    13463.56                    13189.48
  1996/11/30      14937.29                    20149.40                    13765.93                    13415.02
  1996/12/31      14799.54                    19750.24                    13699.20                    13290.26
  1997/01/31      15016.25                    20984.24                    13910.53                    13331.46
  1997/02/28      15080.03                    21148.76                    13966.00                    13364.79
  1997/03/31      14810.26                    20279.75                    13791.31                    13216.44
  1997/04/30      15080.75                    21490.45                    14079.69                    13414.69
  1997/05/31      15416.69                    22798.79                    14340.39                    13542.13
  1997/06/30      15649.97                    23820.18                    14569.69                    13703.28
  1997/07/31      16144.31                    25715.55                    15021.41                    14073.27
  1997/08/31      15948.38                    24274.97                    14810.00                    13953.64
  1997/09/30      16223.60                    25604.51                    15102.26                    14160.16
  1997/10/31      16249.53                    24749.32                    15130.35                    14365.48
  1997/11/30      16434.63                    25894.96                    15324.75                    14431.56
  1997/12/31      16635.67                    26339.58                    15474.53                    14577.32
  1998/01/31      16785.91                    26630.89                    15630.08                    14763.91
  1998/02/28      17073.26                    28551.51                    15866.63                    14752.10
  1998/03/31      17252.00                    30013.64                    16078.48                    14802.26
  1998/04/30      17223.94                    30315.57                    16174.34                    14879.23
  1998/05/31      17348.60                    29794.45                    16217.39                    15020.58
  1998/06/30      17557.06                    31004.70                    16438.99                    15148.25
  1998/07/31      17487.06                    30674.50                    16442.93                    15180.07
  1998/08/31      17108.65                    26239.58                    16124.17                    15427.50
  1998/09/30      17530.85                    27920.49                    16545.04                    15788.50
IMATRL PRASUN   SHR__CHT 19980930 19981006 112651 R00000000000074
</TABLE>
 
$10,000 OVER LIFE OF FUND: Let's say hypothetically that $10,000 was
invested in Fidelity Asset Manager: Income Fund on October 31, 1992,
shortly after the fund started. As the chart shows, by September 30,
1998, the value of the investment would have grown to $17,531 - a
75.31% increase on the initial investment. For comparison, look at how
both the Lehman Brothers Aggregate Bond Index, a market value weighted
performance benchmark for investment-grade fixed-rate debt issues,
including government, corporate, asset-backed, and mortgage-backed
securities with maturities of at least one year, and the S&P 500
Index, a widely recognized unmanaged index of common stocks, did over
the same period. With dividends and capital gains, if any, reinvested,
the same $10,000 investment in the Lehman Brothers Aggregate Bond
Index would have grown to $15,789 - a 57.89% increase. If $10,000 was
invested in the S&P 500 Index, it would have grown to $27,920 - a
179.20% increase. You can also look at how the Fidelity Conservative
Composite Index did over the same period. The composite index combines
the total returns of the S&P 500 Index (+179.20%), the Lehman Brothers
Aggregate Bond Index (+57.89%) and the Lehman Brothers 3 Month T-Bill
Index (+32.19%) according to the fund's neutral mix*, and assumes
monthly rebalancing of the mix. With dividends and interest, if any,
reinvested, the same $10,000 investment would have grown to $16,545 -
a 65.45% increase.
 
(checkmark)UNDERSTANDING
PERFORMANCE
How a fund did yesterday is 
no guarantee of how it will do 
tomorrow. 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.
 
* CURRENTLY 20% STOCKS, 50% BONDS AND 30% SHORT-TERM/MONEY MARKET
INSTRUMENTS EFFECTIVE JANUARY 1, 1997; 20%, 30% AND 50%, RESPECTIVELY,
PRIOR TO JANUARY 1, 1997.
 
Against a backdrop of financial and economic instability in many of
the world's  developed and emerging markets on the one hand, and a
resilient domestic economy on the other, the U.S. stock and bond
markets experienced extreme volatility during the 12-month period that
ended September 30, 1998. 
STOCKS: The 12-month period that drew to a close on September 30,
1998, is one equity investors will remember for years to come. The
period began as it ended: with unusually volatile markets. In October
1997, the Dow Jones Industrial Average - an index of 30 blue-chip
stocks - tumbled over 550 points in one day on the news of worsening
economic conditions in Asia. The Dow rebounded the following day,
however, rising 330 points as investors focused on higher-quality
stocks with strong liquidity and minimal international exposure. This
trend continued in the first and second quarters of 1998, as U.S.
economic growth chugged along on the rails of near-record lows for
inflation, unemployment and interest rates. Unfortunately, emerging
markets - particularly in Russia and Latin America - seemed to catch
the so-called "Asian contagion," causing a free-fall in the U.S. stock
market. On August 31, the Dow plunged 512.61 points - erasing all
previous gains for the year. Appropriately, the Dow closed on
September 30 with a 237.90 loss, triggered by investor disappointment
over a lower-than-hoped-for reduction in the federal funds rate. For
the 12-month period ending September 30, 1998, the Dow eked out a
barely positive gain of 0.40%, while the Standard & Poor's 500 Index -
a market-capitalization weighted index of 500 widely held U.S. stocks
- - returned 9.05%.
BONDS: As a safe haven from turbulent stock markets worldwide, bond
markets reaped the benefits from the flight to quality by anxious
investors during the 12-month period ending September 30, 1998. The
Lehman Brothers Aggregate Bond Index - a broad measure of the U.S.
taxable investment-grade bond market - returned 11.51% over the past
year, over two and one-half times higher than the 4.54% return
generated for the six-month period ending March 31, 1998. The buying
surge sent Treasury-bond yields - which move in the opposite direction
of bond prices - to their lowest level in over three decades, as the
yield on the benchmark 30-year bond fell to 4.96%. In spite of the
global economic crisis that dominated the period, the U.S. enjoyed low
interest rates, low inflation and a stable economy, which aided the
performance of corporate bonds. The Lehman Brothers Corporate Bond
Index returned 11.07% for the 12-month period. Mortgage-backed bonds
also performed well, although lower interest rates resulted in higher
refinancing activity. The Lehman Brothers Mortgage Backed Securities
Index had a 12-month return of 8.62%. Interest rates fell even lower
late in the period, as the Federal Reserve lowered the fed funds rate
by 0.25%, the first rate cut in nearly three years. The period's
biggest losers were shareholders of emerging-market debt, as the JP
Morgan Emerging Markets Bond Index lost 20.89% over the past 12
months.   
 
FUND TALK: THE MANAGER'S OVERVIEW
 
(PHOTOGRAPH OF RICHARD HABERMANN)
 
An interview with Richard Habermann, Portfolio Manager of Fidelity
Asset Manager: Income
Q. HOW DID THE FUND PERFORM, DICK?
A. For the 12-month period that ended September 30, 1998, the fund
returned 8.06%. That trailed the 9.55% return of the Fidelity
Conservative Composite Index, but beat the 2.92% return of the income
funds average, according to Lipper Analytical Services. The fund's
competitive performance relative to its peer group was due in large
part to the fund's balanced approach to asset allocation. Many funds
within the peer group were fairly aggressive in terms of asset
allocation and security exposure - factors that detracted from peer
group performance late in the period as equity markets stumbled. In
contrast, the fund's comparatively high bond allocation benefited the
fund's performance relative to its peers.
Q. WHAT WAS YOUR STRATEGY IN TERMS OF ASSET ALLOCATION?
A. Due to its conservative investment mandate, the fund typically
invests only about 20% of its assets in stocks. Given the market
volatility we've seen during the period, however - particularly during
the past six months - this percentage was scaled back and the fund's
exposure to bonds was increased. This decision was made during the
summer months based on a belief that global market turmoil could creep
into U.S. corporate circles and have a negative impact on earnings
growth. In retrospect, this turned out to be a sound strategy. Another
adjustment was made during the last month of the period, when the
fund's stock exposure was ramped back up based on two factors. First,
equity valuations generally improved as many markets observed
significant declines late in the period. Second, the U.S. Federal
Reserve Board appeared ready to stoke the economy by lowering interest
rates, which it eventually did in late September. Whenever investors
are given reason to be confident, stocks generally perform well.
Overall, I was happy with these allocation shifts.
Q. HOW DID THE BOND PORTION OF THE FUND FARE DURING THE PERIOD?
A. While turning in positive returns, the fund's fixed-income
investments - which are overseen by Charlie Morrison - lagged the
fixed-income benchmark during the period. This was primarily due to
the fund's overweighting in corporate and mortgage-backed bonds, both
of which underperformed as a general flight to quality caused U.S.
Treasuries to outpace all other fixed-income sectors. During the last
two months of the period, this flight to quality was spurred primarily
by the ongoing troubles in overseas markets. Simultaneously, stock
investors became concerned with their risk exposure and many opted for
more conservative investments. As a result, U.S. Treasury bonds
benefited tremendously. While corporate and mortgage-backed securities
performed well over the period, they were unable to keep pace with
Treasuries.
Q. WHAT ABOUT THE STOCK PORTION OF THE FUND?
A. In terms of the fund's equity positions - which are managed by Brad
Lewis - industry selection was positive but individual security
selection within those industries hurt performance relative to the
Standard & Poor's 500 Index. For instance, the fund was
well-represented in the technology sector, but while technology stocks
accounted for approximately one-fourth of the S&P 500's gain, they
contributed negatively to the fund. Looking back on the period, we
simply didn't own enough of the names that did really well. The fund
had positions in strong performers such as Microsoft, for example, but
not enough to positively influence performance relative to the S&P
500. Some of the individual disappointments included financial-related
holdings Chase Manhattan and Lehman Brothers, both of which suffered
as global capital market conditions deteriorated toward the end of the
period. Additionally, the fund's exposure to pharmaceutical stocks in
general was beneficial as interest in defensive areas of the market
peaked toward the close of the period.
Q. WHICH EQUITY INVESTMENTS BENEFITED THE FUND'S PERFORMANCE?
A. Home mortgage financers Fannie Mae and Freddie Mac continued their
strong run during the period. Many homeowners took advantage of the
lower interest rates prevalent in the U.S. to refinance their
mortgages. Both companies benefited from increased refinancing volume,
as well as attractive yield spreads between mortgage-related bonds and
Treasury bonds. Another strong performer was retail store chain
Wal-Mart, which benefited from strong consumer spending.
Q. WHAT WAS YOUR STRATEGY WITH RESPECT TO THE FUND'S SHORT-TERM/MONEY
MARKET INVESTMENTS?
A. Unlike six months ago, when we were focusing on investments with
shorter maturities, the unpredictability of the stock market caused us
to take a somewhat longer-term approach. John Todd, who manages the
fund's short-term/money market subportfolio, began to look at
securities with one-year maturities during the second half of the
period. As uncertainty continued to prevail in the financial markets,
however, John began to look more closely at the three- to six-month
range. Throughout the summer months, it appeared unlikely that the Fed
would take action and cut interest rates, yet the market itself had
been pricing in a potential rate tightening. On average, the fund's
short-term investments were longer in maturity than the three-month
Treasury bill benchmark and had more exposure to higher-yielding
investments. This helped relative performance during the period.
Q. WHAT'S YOUR OUTLOOK GOING FORWARD?
A. I think it's important that shareholders of the fund understand
that the market is going to go through this sort of volatility every
now and then. The returns we've seen over the past year are much
closer to the market's historical yearly average than the 20% returns
some investors have become accustomed to. Should the Fed lower
interest rates again - thus making it easier for corporations to
borrow or raise capital - we could see increased growth and better
valuations across the board. In terms of equities, we may also begin
to see more stocks participate in the market's gains. This would be an
attractive development and would play nicely to our stock-picking
strengths.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO
MANAGER ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON
THE COVER. THE MANAGER'S VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED
ON MARKET AND OTHER CONDITIONS.
 
(CHECKMARK)FUND FACTS
GOAL: HIGH CURRENT INCOME, 
AND CAPITAL APPRECIATION 
WHEN APPROPRIATE 
FUND NUMBER: 328
TRADING SYMBOL: FASIX
START DATE: OCTOBER 1, 1992
SIZE: AS OF SEPTEMBER 30, 
1998, MORE THAN $776 MILLION
MANAGER: RICHARD HABERMANN, 
SINCE 1996; MANAGER, FIDELITY 
ASSET MANAGER AND FIDELITY 
ASSET MANAGER: GROWTH, SINCE 
1996; FIDELITY TREND FUND, 
1977-1981; FIDELITY MAGELLAN 
FUND, 1972-1977; JOINED 
FIDELITY IN 1968
 
DICK HABERMANN ON THE 
CONCERNS POSED BY HEDGE 
FUNDS:
"THERE'S BEEN A LOT OF TALK ABOUT HEDGE 
FUNDS LATELY, PARTICULARLY WITH THE RECENT 
NEAR-COLLAPSE OF LONG-TERM CAPITAL 
MANAGEMENT. NOT ALL INVESTORS MAY BE 
FAMILIAR WITH HOW THESE TYPES OF FUNDS 
OPERATE, NOR HOW THEY CAN POTENTIALLY 
AFFECT OTHER TYPES OF INVESTMENTS SUCH 
AS MUTUAL FUNDS.
"A HEDGE FUND SEEKS TO TAKE ADVANTAGE 
OF INEFFICIENCIES IN CAPITAL MARKETS. THIS 
COULD BE IN STOCKS, BONDS, 
EMERGING-MARKET DEBT OR OTHER 
INVESTMENTS. HEDGE FUNDS CAN BE HIGHLY 
LEVERAGED AND TYPICALLY TAKE AMPLE 
INVESTMENT RISKS. OF COURSE, THE 
ATTRACTIVENESS TO INVESTORS IS THE 
POTENTIALLY LUCRATIVE RETURNS THEY CAN 
PROVIDE.
"IN THE CASE OF LONG-TERM CAPITAL, THE 
FUND HAD RATHER EXTREME LEVERAGE WITHIN 
ITS BOND ALLOCATION. UNFORTUNATELY, THE 
MARKET TURMOIL LATE IN THE PERIOD FORCED 
FIRMS SUCH AS LONG-TERM CAPITAL TO 
`UNWIND' SOME OF THESE LEVERAGED 
STRATEGIES BY SELLING LARGE AMOUNTS OF 
SECURITIES. AFTER REALIZING THAT SUCH A 
CONTINUING GLUT OF SUPPLY HITTING THE 
MARKETS WOULD BE PARALYZING, A NUMBER 
OF ENTITIES COLLABORATED ON A FINANCIAL 
PLAN TO ASSIST LONG-TERM CAPITAL.
"WHAT DOES THIS TYPE OF SITUATION MEAN 
FOR FUNDS SUCH AS THE ASSET MANAGERS? 
WELL, IF LONG-TERM CAPITAL HAD UNLEASHED 
ALL OF ITS BOND HOLDINGS, IT WOULD HAVE PUT 
INCREDIBLE LIQUIDITY PRESSURE ON SOME OF 
THE SECTORS IN WHICH WE INVEST. INVESTORS 
ALSO WOULD HAVE HAD DIFFICULTY 
DETERMINING WHETHER PRICING WAS FAIR OR 
NOT. IN ESSENCE, THIS ONE SITUATION COULD 
HAVE PLUNGED THE U.S. DIRECTLY INTO A 
CAPITAL MARKETS `FREEZE.' FORTUNATELY, IT 
DIDN'T COME TO THAT, AND IN THE END, 
INVESTORS HOPEFULLY BECAME MORE 
EDUCATED ABOUT THE RISKS HEDGE FUNDS 
TAKE."
 
INVESTMENT CHANGES
 
 
<TABLE>
<CAPTION>
<S>                                         <C>           <C>                      
TOP FIVE BOND ISSUERS AS OF SEPTEMBER 30,                                          
1998                                                                               
 
(WITH MATURITIES MORE                       % OF FUND'S   % OF FUND'S INVESTMENTS  
THAN ONE YEAR)                              INVESTMENTS   IN THESE BOND ISSUERS    
                                                          6 MONTHS AGO             
 
FANNIE MAE                                   12.4          12.8                    
 
U.S. TREASURY                                5.0           8.1                     
 
GOVERNMENT                                   2.4           0.9                     
NATIONAL MORTGAGE                                                                  
ASSOCIATION                                                                        
 
U.S. DEPARTMENT OF                           0.8           0.8                     
HOUSING                                                                            
AND URBAN                                                                          
DEVELOPMENT                                                                        
 
VIACOM, INC.                                 0.8           0.3                     
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                           <C>           <C>                       
QUALITY DIVERSIFICATION AS OF SEPTEMBER 30,                                           
1998                                                                                  
 
(MOODY'S RATINGS)                             % OF FUND'S   % OF FUND'S INVESTMENTS   
                                              INVESTMENTS   6 MONTHS AGO              
 
AAA, AA, A                                     36.0          38.4                     
 
BAA                                            9.6           7.2                      
 
BA AND BELOW                                   2.1           1.8                      
 
NOT RATED                                      0.0           5.0                      
 
</TABLE>
 
TABLE EXCLUDES SHORT-TERM INVESTMENTS. WHERE MOODY'S RATINGS ARE NOT
AVAILABLE, WE HAVE USED S&P RATINGS.
 
<TABLE>
<CAPTION>
<S>                                       <C>           <C>                       
TOP FIVE STOCKS AS OF SEPTEMBER 30, 1998                                          
 
                                          % OF FUND'S   % OF FUND'S INVESTMENTS   
                                          INVESTMENTS   IN THESE STOCKS           
                                                        6 MONTHS AGO              
 
BellSouth Corp.                            1.1           0.1                      
 
Warner-Lambert Co.                         1.1           0.0                      
 
Microsoft Corp.                            0.7           0.1                      
 
Tele-Communications                        0.6           0.0                      
, Inc. (TCI Group)                                                                
Series A                                                                          
 
AT&T Corp.                                 0.6           0.1                      
 
</TABLE>
 
ASSET ALLOCATION               
 
AS OF SEPTEMBER 30, 1998* 
ROW: 1, COL: 1, VALUE: 32.0
ROW: 1, COL: 2, VALUE: 49.0
ROW: 1, COL: 3, VALUE: 19.0
STOCK CLASS 19%
BOND CLASS 49%
SHORT-TERM CLASS 32%
*FOREIGN
INVESTMENTS 13%
 
AS OF MARCH 31, 1998 ** 
ROW: 1, COL: 1, VALUE: 28.0
ROW: 1, COL: 2, VALUE: 50.0
ROW: 1, COL: 3, VALUE: 22.0
STOCK CLASS  22%
BOND CLASS 50%
SHORT-TERM CLASS 28%
**FOREIGN
INVESTMENTS 11%
 
ASSET ALLOCATIONS IN THE PIE CHARTS REFLECT THE CATEGORIZATION OF
ASSETS AS DEFINED IN THE FUND'S PROSPECTUS IN EFFECT AS OF THE TIME
PERIODS INDICATED ABOVE. FINANCIAL STATEMENT CATEGORIZATIONS CONFORM
TO ACCOUNTING STANDARDS AND WILL DIFFER FROM THE PIE CHART.
 
INVESTMENTS SEPTEMBER 30, 1998  
SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES
 
COMMON STOCKS - 19.1%                                               
 
                                          SHARES    VALUE (NOTE 1)  
 
AEROSPACE & DEFENSE - 0.0%                                          
 
Gulfstream                                 1,800    $ 72,450        
Aerospace                                                           
Corp. (a)                                                           
 
BASIC INDUSTRIES - 0.1%                                             
 
CHEMICALS & PLASTICS - 0.0%                                         
 
Quaker State                               10,100    147,081        
Corp.                                                               
 
PACKAGING & CONTAINERS - 0.1%                                       
 
Owens-Illinois,                            20,100    502,500        
Inc. (a)                                                            
 
TOTAL BASIC INDUSTRIES                               649,581        
 
CONSTRUCTION & REAL ESTATE - 0.4%                                   
 
BUILDING MATERIALS - 0.2%                                           
 
Fortune Brands,                            13,800    408,825        
Inc.                                                                
 
Masco Corp.                                40,200    989,925        
 
                                                     1,398,750      
 
CONSTRUCTION - 0.1%                                                 
 
Centex Corp.                               6,000     207,000        
 
D.R. Horton, Inc.                          8,548     136,768        
                                                                    
 
Fleetwood                                  14,102    425,704        
Enterprises,                                                        
Inc.                                                                
 
Kaufman &                                  13,000    304,688        
Broad Home                                                          
Corp.                                                               
 
U.S. Home                                  1,000     29,375         
Corp. (a)                                                           
 
                                                     1,103,535      
 
ENGINEERING - 0.1%                                                  
 
Fluor Corp.                                10,500    431,156        
 
TOTAL CONSTRUCTION &                                 2,933,441      
REAL ESTATE                                                         
 
DURABLES - 1.1%                                                     
 
AUTOS, TIRES, & ACCESSORIES - 1.0%                                  
 
Chrysler Corp.                             77,900    3,729,463      
 
Dana Corp.                                 15,100    563,419        
 
Ford Motor Co.                             80,000    3,755,000      
 
                                                     8,047,882      
 
HOME FURNISHINGS - 0.0%                                             
 
HON Industries,                            200       4,725          
Inc.                                                                
 
COMMON STOCKS - CONTINUED                                           
 
                                          SHARES    VALUE (NOTE 1)  
 
DURABLES - CONTINUED                                                
 
TEXTILES & APPAREL - 0.1%                                           
 
Jones Apparel                              5,800    $ 133,038       
Group, Inc. (a)                                                     
 
VF Corp.                                   16,500    612,563        
 
                                                     745,601        
 
TOTAL DURABLES                                       8,798,208      
 
ENERGY - 0.7%                                                       
 
ENERGY SERVICES - 0.0%                                              
 
McDermott                                  12,900    347,494        
International,                                                      
Inc.                                                                
 
OIL & GAS - 0.7%                                                    
 
Ashland, Inc.                              17,500    809,375        
 
British Petroleum                          1         15             
Co. PLC:                                                            
Ord.                                                                
 
 ADR                                       1         87             
 
Sun Co., Inc.                              14,700    470,400        
 
Texaco, Inc.                               65,700    4,118,569      
 
                                                     5,398,446      
 
TOTAL ENERGY                                         5,745,940      
 
FINANCE - 2.7%                                                      
 
BANKS - 0.1%                                                        
 
Chase                                      11,900    514,675        
Manhattan                                                           
Corp.                                                               
 
NationsBank                                1,700     90,950         
Corp.                                                               
 
                                                     605,625        
 
CREDIT & OTHER FINANCE - 0.3%                                       
 
Equitable                                  18,800    777,850        
Companies                                                           
(The), Inc.                                                         
 
First Chicago                              26,700    1,828,950      
NBD Corp.                                                           
 
                                                     2,606,800      
 
FEDERAL SPONSORED CREDIT - 0.7%                                     
 
Fannie Mae                                 61,500    3,951,375      
 
Freddie Mac                                33,600    1,661,100      
 
                                                     5,612,475      
 
INSURANCE - 1.2%                                                    
 
Allmerica                                  3,300     196,763        
Financial                                                           
Corp.                                                               
 
Allstate Corp.                             84,016    3,502,417      
 
American                                   9,900     632,363        
General Corp.                                                       
                                                                    
 
CIGNA Corp.                                43,700    2,889,663      
 
COMMON STOCKS - CONTINUED                                           
 
                                          SHARES    VALUE (NOTE 1)  
 
FINANCE - CONTINUED                                                 
 
INSURANCE - CONTINUED                                               
 
Lincoln National                           14,700   $ 1,209,075     
Corp.                                                               
 
MGIC Investment                            12,900    475,688        
Corp.                                                               
 
Nationwide                                 6,200     281,713        
Financial                                                           
Services, Inc.                                                      
Class A                                                             
 
Provident                                  9,800     330,750        
Companies,                                                          
Inc.                                                                
 
Reliastar                                  14        546            
Financial                                                           
Corp.                                                               
 
Travelers                                  4,300     137,331        
Property                                                            
Casualty Corp.                                                      
Class A                                                             
 
                                                     9,656,309      
 
SAVINGS & LOANS - 0.1%                                              
 
Golden West                                9,200     752,675        
Financial                                                           
Corp.                                                               
 
SECURITIES INDUSTRY - 0.3%                                          
 
Lehman Brothers                            21,400    604,550        
Holdings, Inc.                                                      
 
Morgan Stanley,                            12,500    538,281        
Dean Witter,                                                        
Discover &                                                          
Co.                                                                 
 
PaineWebber                                50,000    1,500,000      
Group, Inc.                                                         
 
                                                     2,642,831      
 
TOTAL FINANCE                                        21,876,715     
 
HEALTH - 3.7%                                                       
 
DRUGS & PHARMACEUTICALS - 2.7%                                      
 
Allergan, Inc.                             52,300    3,053,013      
 
Amgen, Inc. (a)                            35,300    2,667,356      
 
Bristol-Myers                              16,300    1,693,163      
Squibb Co.                                                          
 
Mylan                                      106,800   3,150,600      
Laboratories,                                                       
Inc.                                                                
 
Schering-Plough                            24,700    2,557,994      
Corp.                                                               
 
Warner-Lambert                             111,500   8,418,250      
Co.                                                                 
 
                                                     21,540,376     
 
MEDICAL EQUIPMENT & SUPPLIES - 1.0%                                 
 
Allegiance Corp.                           1,240     36,890         
                                                                    
 
Becton,                                    49,000    2,015,125      
Dickinson &                                                         
Co.                                                                 
 
Cardinal Health,                           14,700    1,517,775      
Inc.                                                                
 
Guidant Corp.                              54,500    4,046,625      
 
                                                     7,616,415      
 
TOTAL HEALTH                                         29,156,791     
 
INDUSTRIAL MACHINERY & EQUIPMENT -                                  
0.4%                                                                
 
ELECTRICAL EQUIPMENT - 0.2%                                         
 
Honeywell, Inc.                            29,000    1,857,813      
 
COMMON STOCKS - CONTINUED                                           
 
                                          SHARES    VALUE (NOTE 1)  
 
INDUSTRIAL MACHINERY & EQUIPMENT -                                  
CONTINUED                                                           
 
INDUSTRIAL MACHINERY & EQUIPMENT - 0.2%                             
 
Ingersoll-Rand                             35,900   $ 1,361,956     
Co.                                                                 
 
TOTAL INDUSTRIAL                                     3,219,769      
MACHINERY & EQUIPMENT                                               
 
MEDIA & LEISURE - 0.8%                                              
 
BROADCASTING - 0.6%                                                 
 
Tele-Communicat                            125,200   4,898,450      
ions, Inc. (TCI                                                     
Group) Series                                                       
A (a)                                                               
 
ENTERTAINMENT - 0.0%                                                
 
Royal Carribean                            2,800     74,375         
Cruises Ltd.                                                        
 
Viacom, Inc.                               4,200     243,600        
Class B                                                             
(non-vtg.) (a)                                                      
 
                                                     317,975        
 
PUBLISHING - 0.2%                                                   
 
Gannet Co., Inc.                           6,100     326,731        
                                                                    
 
New York Times                             29,600    814,000        
Co. (The)                                                           
Class A                                                             
 
                                                     1,140,731      
 
TOTAL MEDIA & LEISURE                                6,357,156      
 
NONDURABLES - 1.1%                                                  
 
FOODS - 0.7%                                                        
 
Heinz (H.J.) Co.                           70,000    3,578,750      
 
Quaker Oats                                35,500    2,094,500      
Co.                                                                 
 
                                                     5,673,250      
 
HOUSEHOLD PRODUCTS - 0.4%                                           
 
Clorox Co.                                 16,800    1,386,000      
 
Colgate-Palmoliv                           26,300    1,801,550      
e Co.                                                               
 
                                                     3,187,550      
 
TOTAL NONDURABLES                                    8,860,800      
 
PRECIOUS METALS - 0.0%                                              
 
Battle Mountain                            4,100     24,856         
Gold Co.                                                            
 
Homestake                                  14,300    173,388        
Mining Co.                                                          
 
                                                     198,244        
 
COMMON STOCKS - CONTINUED                                           
 
                                          SHARES    VALUE (NOTE 1)  
 
RETAIL & WHOLESALE - 1.8%                                           
 
APPAREL STORES - 0.2%                                               
 
Gap, Inc.                                  5,550    $ 292,763       
 
Limited, Inc.                              32,100    704,194        
(The)                                                               
 
TJX Companies,                             23,600    420,375        
Inc.                                                                
 
                                                     1,417,332      
 
GENERAL MERCHANDISE STORES - 1.1%                                   
 
Dayton Hudson                              27,200    972,400        
Corp.                                                               
 
Federated                                  45,100    1,640,513      
Department                                                          
Stores, Inc. (a)                                                    
 
K mart Corp. (a)                           39,900    476,306        
 
May Department                             28,700    1,478,050      
Stores Co.                                                          
(The)                                                               
 
Wal-Mart                                   71,300    3,894,763      
Stores, Inc.                                                        
 
                                                     8,462,032      
 
GROCERY STORES - 0.2%                                               
 
Safeway, Inc. (a)                          36,200    1,678,775      
 
RETAIL & WHOLESALE, MISCELLANEOUS - 0.3%                            
 
Ebay, Inc. (a)                             100       4,506          
 
Lowe's                                     77,800    2,475,013      
Companies,                                                          
Inc.                                                                
 
Office Depot,                              6,500     145,844        
Inc. (a)                                                            
 
Rex Stores                                 2,400     25,500         
Corp. (a)                                                           
 
                                                     2,650,863      
 
TOTAL RETAIL &                                       14,209,002     
WHOLESALE                                                           
 
SERVICES - 0.1%                                                     
 
LEASING & RENTAL - 0.0%                                             
 
Hertz Corp.                                6,000     248,250        
Class A                                                             
 
PRINTING - 0.1%                                                     
 
Donnelley (R.R.)                           11,100    390,581        
& Sons Co.                                                          
 
TOTAL SERVICES                                       638,831        
 
TECHNOLOGY - 2.5%                                                   
 
COMMUNICATIONS EQUIPMENT - 0.4%                                     
 
Cisco Systems,                             6,450     398,691        
Inc. (a)                                                            
 
Lucent                                     38,580    2,664,431      
Technologies,                                                       
Inc.                                                                
 
                                                     3,063,122      
 
COMPUTER SERVICES & SOFTWARE - 1.1%                                 
 
24/7 Media,                                100       1,075          
Inc. (a)                                                            
 
American                                   2,300     62,963         
Management                                                          
Systems,                                                            
Inc. (a)                                                            
 
COMMON STOCKS - CONTINUED                                           
 
                                          SHARES    VALUE (NOTE 1)  
 
TECHNOLOGY - CONTINUED                                              
 
COMPUTER SERVICES & SOFTWARE - CONTINUED                            
 
Compuware                                  24,900   $ 1,465,988     
Corp. (a)                                                           
 
Entrust                                    200       2,963          
Technologies,                                                       
Inc. (a)                                                            
 
Galileo                                    3,400     128,350        
International,                                                      
Inc.                                                                
 
Keane, Inc. (a)                            5,500     193,188        
 
Microsoft                                  53,400    5,877,338      
Corp. (a)                                                           
 
Novell, Inc. (a)                           18,500    226,625        
 
Sabre Group                                3,900     117,000        
Holdings, Inc.                                                      
Class A (a)                                                         
 
Sterling                                   4,600     126,788        
Software,                                                           
Inc. (a)                                                            
 
Synopsys,                                  5,500     183,219        
Inc. (a)                                                            
 
                                                     8,385,497      
 
COMPUTERS & OFFICE EQUIPMENT - 0.9%                                 
 
Apple Computer,                            100,000   3,812,500      
Inc. (a)                                                            
 
Dell Computer                              11,200    736,400        
Corp. (a)                                                           
 
Ingram Micro,                              10,900    583,831        
Inc. Class                                                          
A (a)                                                               
 
Lexmark                                    18,000    1,247,625      
International                                                       
Group, Inc. (a)                                                     
 
Sun                                        22,700    1,130,744      
Microsystems,                                                       
Inc. (a)                                                            
 
                                                     7,511,100      
 
PHOTOGRAPHIC EQUIPMENT - 0.1%                                       
 
Eastman Kodak                              13,800    1,066,913      
Co.                                                                 
 
TOTAL TECHNOLOGY                                     20,026,632     
 
TRANSPORTATION - 0.3%                                               
 
AIR TRANSPORTATION - 0.3%                                           
 
AMR Corp. (a)                              37,400    2,073,363      
 
UTILITIES - 3.4%                                                    
 
CELLULAR - 0.0%                                                     
 
Century                                    1,500     70,875         
Telephone                                                           
Enterprises,                                                        
Inc.                                                                
 
ELECTRIC UTILITY - 1.6%                                             
 
Baltimore Gas &                            10,600    353,775        
Electric Co.                                                        
 
Consolidated                               37,100    1,933,838      
Edison, Inc.                                                        
 
DTE Energy Co.                             29,400    1,328,513      
 
Edison                                     10,200    262,013        
International                                                       
 
FirstEnergy                                5,200     161,525        
Corp.                                                               
 
FPL Group, Inc.                            33,900    2,362,406      
 
Hawaiian                                   6,300     259,875        
Electric                                                            
Industries, Inc.                                                    
 
Houston                                    50,800    1,581,150      
Industries, Inc.                                                    
 
Montana Power                              4,100     183,219        
Co.                                                                 
 
COMMON STOCKS - CONTINUED                                           
 
                                          SHARES    VALUE (NOTE 1)  
 
UTILITIES - CONTINUED                                               
 
ELECTRIC UTILITY - CONTINUED                                        
 
PECO Energy                                40,500   $ 1,480,781     
Co.                                                                 
 
Public Service                             36,300    1,427,044      
Enterprise                                                          
Group, Inc.                                                         
 
Southern Co.                               45,400    1,336,463      
Group                                                               
 
                                                     12,670,602     
 
GAS - 0.1%                                                          
 
Columbia                                   4,400     257,950        
Energy Group                                                        
 
El Paso Energy                             13,700    444,394        
Corp.                                                               
 
Western                                    4,200     173,775        
Resources, Inc.                                                     
                                                                    
 
                                                     876,119        
 
TELEPHONE SERVICES - 1.7%                                           
 
AT&T Corp.                                 80,000    4,675,000      
 
BellSouth Corp.                            114,500   8,616,125      
 
                                                     13,291,125     
 
TOTAL UTILITIES                                      26,908,721     
 
TOTAL COMMON STOCKS                                  151,725,64     
(Cost $142,305,843)                                 4               
 
NONCONVERTIBLE BONDS - 18.5%                                                 
 
                                   MOODY'S      PRINCIPAL                    
                                   RATINGS      AMOUNT                       
                                   (UNAUDITED)                                 
                                   (B)                                          
 
AEROSPACE & DEFENSE - 0.4%                                                   
 
DEFENSE ELECTRONICS - 0.4%                                                   
 
Raytheon Co.:                                                                
 
5.95%                                     Baa1  $ 1,300,000   1,322,269      
3/15/01                                                                      
 
6.45%                                     Baa1   1,620,000    1,685,092      
8/15/02                                                                      
 
                                                              3,007,361      
 
BASIC INDUSTRIES - 1.2%                                                      
 
CHEMICALS & PLASTICS - 0.8%                                                  
 
Methanex Corp.                            A2     900,000      930,312        
yankee                                                                       
8.875%                                                                       
11/15/01                                                                     
 
Praxair, Inc.                             A3     5,000,000    5,230,100      
6.625%                                                                       
10/15/07                                                                     
 
                                                              6,160,412      
 
NONCONVERTIBLE BONDS - CONTINUED                                             
 
                                   MOODY'S      PRINCIPAL    VALUE (NOTE 1)  
                                   RATINGS      AMOUNT                       
                                   (UNAUDITED)                                 
                                   (B)                                          
                                                                             
 
BASIC INDUSTRIES - CONTINUED                                                 
 
PACKAGING & CONTAINERS - 0.4%                                                
 
Owens-Illinois,                                                              
Inc.:                                                                        
 
7.15%                                     Ba1   $ 2,330,000  $ 2,329,765     
5/15/05                                                                      
 
7.8%                                      Ba1    1,350,000    1,286,257      
5/15/18                                                                      
 
                                                              3,616,022      
 
TOTAL BASIC INDUSTRIES                                        9,776,434      
 
CONSTRUCTION & REAL ESTATE - 0.4%                                            
 
REAL ESTATE INVESTMENT TRUSTS - 0.4%                                         
 
CenterPoint                               Baa2   490,000      486,614        
Properties                                                                   
Corp. 6.75%                                                                  
4/1/05                                                                       
 
EOP Operating                                                                
LP:                                                                          
 
6.375%                                    Baa1   1,050,000    1,049,349      
2/15/03                                                                      
 
6.75%                                     Baa1   480,000      477,662        
2/15/08                                                                      
 
Weeks Realty LP                           Baa2   900,000      880,650        
6.875%                                                                       
3/15/05                                                                      
 
                                                              2,894,275      
 
DURABLES - 0.4%                                                              
 
TEXTILES & APPAREL - 0.4%                                                    
 
Levi Strauss &                            Baa2   2,440,000    2,380,952      
Co. 7%                                                                       
11/1/06 (e)                                                                  
 
Unifi, Inc. 6.5%                          A3     890,000      891,157        
2/1/08                                                                       
 
                                                              3,272,109      
 
ENERGY - 0.4%                                                                
 
OIL & GAS - 0.4%                                                             
 
Oryx Energy                                                                  
Co.:                                                                         
 
8% 10/15/03                               Ba1    510,000      540,279        
 
8.125%                                    Ba1    230,000      238,625        
10/15/05                                                                     
 
8.375%                                    Ba1    450,000      481,581        
7/15/04                                                                      
 
Petroleum                                 Baa3   1,300,000    1,254,500      
Geo-Services                                                                 
ASA 7.125%                                                                   
3/30/28                                                                      
 
USX-Marathon                              Baa2   300,000      311,295        
Group 6.85%                                                                  
3/1/08                                                                       
 
                                                              2,826,280      
 
FINANCE - 8.5%                                                               
 
BANKS - 3.0%                                                                 
 
BankBoston                                A3     500,000      515,385        
Corp. 6.625%                                                                 
2/1/04                                                                       
 
BankBoston NA                             A2     400,000      403,184        
(Bearer)                                                                     
6.375%                                                                       
3/25/08                                                                      
 
BanPonce Corp.:                                                              
 
5.75%                                     A3     460,000      460,474        
3/1/99                                                                       
 
6.665%                                    A3     1,100,000    1,133,781      
3/5/01                                                                       
 
NONCONVERTIBLE BONDS - CONTINUED                                             
 
                                   MOODY'S      PRINCIPAL    VALUE (NOTE 1)  
                                   RATINGS      AMOUNT                       
                                   (UNAUDITED)                                
                                   (B)                                          
 
FINANCE - CONTINUED                                                          
 
BANKS - CONTINUED                                                            
 
BanPonce                                                                     
Financial                                                                    
Corp.:                                                                       
 
6.34%                                     A3    $ 310,000    $ 311,252       
3/29/99                                                                      
 
6.69%                                     A3     1,000,000    1,027,310      
9/21/00                                                                      
 
6.75%                                     A3     1,660,000    1,719,146      
8/9/01                                                                       
 
7.65%                                     A3     690,000      714,716        
5/3/00                                                                       
 
Barclays Bank                             A1     2,350,000    2,391,760      
PLC yankee                                                                   
5.95%                                                                        
7/15/01                                                                      
 
Capital One                               Baa3   1,080,000    1,103,350      
Bank 6.375%                                                                  
2/15/03                                                                      
 
Capital One                               Ba1    1,120,000    1,144,024      
Financial                                                                    
Corp. 7.125%                                                                 
8/1/08                                                                       
 
Citicorp 5.625%                           Aa3    800,000      805,760        
2/15/01                                                                      
 
Den Danske                                A1     2,190,000    2,241,465      
Bank AS                                                                      
6.375%                                                                       
6/15/08 (e)(g                                                                
)                                                                            
 
Fleet Credit Card                         A1     600,000      614,616        
LLC 6.45%                                                                    
10/30/00                                                                     
 
Fleet/Norstar                             A3     630,000      702,803        
Financial                                                                    
Group, Inc.                                                                  
9.9%                                                                         
6/15/01                                                                      
 
Huntington                                A1     670,000      680,151        
National Bank                                                                
5.875%                                                                       
1/15/01                                                                      
 
Kansallis-Osake-                          A3     470,000      473,986        
Pankki, New                                                                  
York yankee                                                                  
9.75%                                                                        
12/15/98                                                                     
 
Marine Midland                            A3     1,000,000    992,500        
Bank NA euro                                                                 
5.9375%                                                                      
3/29/99 (g)                                                                  
 
NationsBank NA                            Aa2    1,850,000    1,887,594      
5.92%                                                                        
6/8/01                                                                       
 
NB Capital Trust                          Aa3    660,000      724,753        
IV 8.25%                                                                     
4/15/27                                                                      
 
Provident Bank,                           A3     1,560,000    1,579,578      
Cincinnati                                                                   
6.125%                                                                       
12/15/00                                                                     
 
Providian                                 Baa3   950,000      996,788        
National Bank                                                                
6.7%                                                                         
3/15/03                                                                      
 
Union Planters                            A3     1,000,000    1,038,870      
National Bank                                                                
6.81%                                                                        
8/20/01                                                                      
 
                                                              23,663,246     
 
CREDIT & OTHER FINANCE - 3.8%                                                
 
Ahmanson                                  Baa2   1,000,000    1,097,840      
Capital Trust I                                                              
8.36%                                                                        
12/1/26 (e)                                                                  
 
Associates Corp.                          Aa3    1,050,000    1,082,445      
of North                                                                     
America 6%                                                                   
4/15/03                                                                      
 
BankAmerica                               Aa3    860,000      929,161        
Capital II 8%                                                                
12/15/26                                                                     
 
BanPonce Trust I                          A3     1,550,000    1,584,968      
8.327%                                                                       
2/1/27                                                                       
 
BCH Cayman                                A2     270,000      285,887        
Islands Ltd.                                                                 
yankee 7.7%                                                                  
7/15/06                                                                      
 
Countrywide                               A3     1,200,000    1,245,060      
Funding Corp.                                                                
6.45%                                                                        
2/27/03                                                                      
 
ERP Operating                             A3     400,000      405,668        
LP 6.55%                                                                     
11/15/01                                                                     
 
Farmers                                   A2     710,000      717,214        
Insurance                                                                    
Exchange                                                                     
Capital 7.05%                                                                
7/15/28 (e)                                                                  
 
First Security                            A3     420,000      468,896        
Capital I                                                                    
8.41%                                                                        
12/15/26                                                                     
 
Ford Motor                                A1     1,700,000    1,757,766      
Credit Co.                                                                   
6.57%                                                                        
3/19/01                                                                      
 
NONCONVERTIBLE BONDS - CONTINUED                                             
 
                                   MOODY'S      PRINCIPAL    VALUE (NOTE 1)  
                                   RATINGS      AMOUNT                       
                                   (UNAUDITED)                                 
                                   (B)                                          
 
FINANCE - CONTINUED                                                          
 
CREDIT & OTHER FINANCE - CONTINUED                                           
 
General Electric                          Aaa   $ 1,500,000  $ 1,510,770     
Capital Corp.                                                                
6.94%                                                                        
4/13/09 (d)                                                                  
 
General Motors                            A3     2,170,000    2,273,075      
Acceptance                                                                   
Corp. 6.75%                                                                  
7/10/02                                                                      
 
GS Escrow                                                                    
Corp.:                                                                       
 
7%                                        Ba1    550,000      549,230        
8/1/03 (e)                                                                   
 
7.125%                                    Ba1    1,900,000    1,875,775      
8/1/05 (e)                                                                   
 
Heller Financial,                                                            
Inc.:                                                                        
 
6.25%                                     A3     1,440,000    1,469,030      
3/1/01                                                                       
 
7.875%                                    A3     1,220,000    1,250,415      
11/1/99                                                                      
 
KeyCorp                                   A1     900,000      959,733        
Institutional                                                                
Capital A                                                                    
7.826%                                                                       
12/1/26                                                                      
 
MCN Investment                            Baa3   730,000      730,358        
Corp. 5.84%                                                                  
2/1/99                                                                       
 
Mellon Capital I                          A2     570,000      603,989        
7.72%                                                                        
12/1/26                                                                      
 
Money Store,                              A2     750,000      800,250        
Inc. 7.3%                                                                    
12/1/02                                                                      
 
PNC Funding                               A3     530,000      562,929        
Corp. 6.875%                                                                 
3/1/03                                                                       
 
Premier Auto                              P-1    7,100,000    7,117,750      
Trust 5.45%                                                                  
6/8/99                                                                       
 
U.S. Bancorp                              A1     860,000      938,613        
8.09%                                                                        
11/15/26                                                                     
 
                                                              30,216,822     
 
SAVINGS & LOANS - 0.5%                                                       
 
Great Western                             A3     1,030,000    1,118,518      
Finance Trust II                                                             
8.206%                                                                       
2/1/27                                                                       
 
Home Savings of                           A3     750,000      778,598        
America FSB                                                                  
6.5% 8/15/04                                                                 
 
Long Island                                                                  
Savings Bank                                                                 
FSB:                                                                         
 
6.2% 4/2/01                               Baa3   700,000      706,727        
 
7% 6/13/02                                Baa3   970,000      1,012,350      
 
                                                              3,616,193      
 
SECURITIES INDUSTRY - 1.2%                                                   
 
Amvescap PLC                              A3     700,000      719,355        
6.375%                                                                       
5/15/03                                                                      
 
Morgan Stanley,                           A      9,000,000    8,999,370      
Dean Witter,                                                                 
Discover &                                                                   
Co. 5.75%                                                                    
1/15/99 (g)                                                                  
 
                                                              9,718,725      
 
TOTAL FINANCE                                                 67,214,986     
 
HEALTH - 0.1%                                                                
 
MEDICAL EQUIPMENT & SUPPLIES - 0.1%                                          
 
McKesson Corp.                            A3     1,150,000    1,170,137      
6.6% 3/1/00                                                                  
 
NONCONVERTIBLE BONDS - CONTINUED                                             
 
                                   MOODY'S      PRINCIPAL    VALUE (NOTE 1)  
                                   RATINGS      AMOUNT                       
                                   (UNAUDITED)                                  
                                   (B)                                          
 
INDUSTRIAL MACHINERY & EQUIPMENT - 0.7%                                      
 
INDUSTRIAL MACHINERY & EQUIPMENT - 0.3%                                      
 
Tyco                                                                         
International                                                                
Group SA                                                                     
yankee:                                                                      
 
6.125%                                    Baa1  $ 1,800,000  $ 1,838,034     
6/15/01                                                                      
 
6.375%                                    Baa1   700,000      737,842        
6/15/05                                                                      
 
                                                              2,575,876      
 
POLLUTION CONTROL - 0.4%                                                     
 
WMX                                                                          
Technologies,                                                                
Inc.:                                                                        
 
6.25%                                     Baa3   600,000      610,776        
10/15/00                                                                     
 
7.1% 8/1/26                               Baa3   1,240,000    1,331,698      
 
8.25%                                     Baa3   970,000      999,866        
11/15/99                                                                     
 
                                                              2,942,340      
 
TOTAL INDUSTRIAL MACHINERY &                                  5,518,216      
EQUIPMENT                                                                    
 
MEDIA & LEISURE - 3.1%                                                       
 
BROADCASTING - 1.7%                                                          
 
Clear Channel                             Baa3   900,000      885,834        
Communicatio                                                                 
ns, Inc.                                                                     
6.875%                                                                       
6/15/18                                                                      
 
Continental                                                                  
Cablevision,                                                                 
Inc.:                                                                        
 
8.3%                                      Baa3   605,000      684,322        
5/15/06                                                                      
 
8.625%                                    Baa3   480,000      535,358        
8/15/03                                                                      
 
9% 9/1/08                                 Baa3   790,000      950,180        
 
Hearst-Argyle                             Baa3   650,000      672,113        
Television, Inc.                                                             
7.5%                                                                         
11/15/27                                                                     
 
TCI                                                                          
Communicatio                                                                 
ns, Inc.:                                                                    
 
6.46%                                     Baa3   1,340,000    1,363,289      
3/6/00                                                                       
 
8.75%                                     Baa3   1,400,000    1,748,992      
8/1/15                                                                       
 
9.25%                                     Baa3   800,000      897,816        
4/15/02                                                                      
 
9.8% 2/1/12                               Baa3   1,190,000    1,590,685      
 
Time Warner,                                                                 
Inc.:                                                                        
 
6.875%                                    Baa3   1,200,000    1,239,984      
6/15/18                                                                      
 
7.95%                                     Baa3   745,000      769,384        
2/1/00                                                                       
 
8.18%                                     Baa3   1,445,000    1,684,451      
8/15/07                                                                      
 
                                                              13,022,408     
 
ENTERTAINMENT - 0.9%                                                         
 
Paramount                                 Ba2    585,000      612,682        
Communicatio                                                                 
ns, Inc. 7.5%                                                                
1/15/02                                                                      
 
NONCONVERTIBLE BONDS - CONTINUED                                             
 
                                   MOODY'S      PRINCIPAL    VALUE (NOTE 1)  
                                   RATINGS      AMOUNT                       
                                   (UNAUDITED)                                 
                                   (B)                                          
 
MEDIA & LEISURE - CONTINUED                                                  
 
ENTERTAINMENT - CONTINUED                                                    
 
Viacom, Inc.:                                                                
 
6.75%                                     Ba2   $ 1,815,000  $ 1,863,551     
1/15/03                                                                      
 
7.75%                                     Ba2    4,350,000    4,697,391      
6/1/05                                                                       
 
                                                              7,173,624      
 
PUBLISHING - 0.5%                                                            
 
News America                                                                 
Holdings, Inc.:                                                              
 
7.7%                                      Baa3   1,390,000    1,486,466      
10/30/25                                                                     
 
8.5%                                      Baa3   1,525,000    1,718,660      
2/15/05                                                                      
 
News America,                             Baa3   830,000      850,194        
Inc. 7.25%                                                                   
5/18/18                                                                      
 
                                                              4,055,320      
 
TOTAL MEDIA & LEISURE                                         24,251,352     
 
NONDURABLES - 0.6%                                                           
 
FOODS - 0.1%                                                                 
 
ConAgra, Inc.                             Baa1   1,000,000    1,079,520      
7.125%                                                                       
10/1/26                                                                      
 
TOBACCO - 0.5%                                                               
 
Philip Morris                                                                
Companies,                                                                   
Inc.:                                                                        
 
6.95%                                     A2     1,180,000    1,254,281      
6/1/06                                                                       
 
7% 7/15/05                                A2     1,250,000    1,336,500      
 
7.25%                                     A2     1,200,000    1,256,928      
9/15/01                                                                      
 
                                                              3,847,709      
 
TOTAL NONDURABLES                                             4,927,229      
 
RETAIL & WHOLESALE - 0.5%                                                    
 
GENERAL MERCHANDISE STORES - 0.3%                                            
 
Federated                                                                    
Department                                                                   
Stores, Inc.:                                                                
 
6.79%                                     Baa2   800,000      845,416        
7/15/27                                                                      
 
7% 2/15/28                                Baa2   1,180,000    1,191,977      
 
8.125%                                    Baa2   400,000      436,940        
10/15/02                                                                     
 
                                                              2,474,333      
 
GROCERY STORES - 0.2%                                                        
 
Kroger Co. 6%                             Baa3   1,530,000    1,550,104      
7/1/00                                                                       
 
TOTAL RETAIL & WHOLESALE                                      4,024,437      
 
NONCONVERTIBLE BONDS - CONTINUED                                             
 
                                   MOODY'S      PRINCIPAL    VALUE (NOTE 1)  
                                   RATINGS      AMOUNT                       
                                   (UNAUDITED)                               
                                   (B)                                          
 
TECHNOLOGY - 0.2%                                                            
 
COMPUTERS & OFFICE EQUIPMENT - 0.2%                                          
 
Comdisco, Inc.                            Baa1  $ 1,300,000  $ 1,325,298     
7.75%                                                                        
9/1/99                                                                       
 
TRANSPORTATION - 0.7%                                                        
 
AIR TRANSPORTATION - 0.0%                                                    
 
Delta Air Lines,                          Baa3   500,000      532,810        
Inc. 9.875%                                                                  
5/15/00                                                                      
 
RAILROADS - 0.7%                                                             
 
Canadian                                  Baa2   950,000      974,377        
National                                                                     
Railway Co.                                                                  
6.9%                                                                         
7/15/28                                                                      
 
CSX Corp.                                 Baa2   1,340,000    1,402,685      
6.46%                                                                        
6/22/05                                                                      
 
Norfolk Southern                          Baa1   1,830,000    2,017,429      
Corp. 7.05%                                                                  
5/1/37                                                                       
 
Wisconsin                                 Baa2   900,000      932,949        
Central                                                                      
Transportation                                                               
Corp. 6.625%                                                                 
4/15/08                                                                      
 
                                                              5,327,440      
 
TOTAL TRANSPORTATION                                          5,860,250      
 
UTILITIES - 1.3%                                                             
 
CELLULAR - 0.4%                                                              
 
AirTouch                                  Baa2   1,790,000    1,883,868      
Communicatio                                                                 
ns, Inc. 6.35%                                                               
6/1/05                                                                       
 
Cable &                                   Baa1   1,480,000    1,513,108      
Wireless                                                                     
Communicatio                                                                 
ns PLC                                                                       
6.375%                                                                       
3/6/03                                                                       
 
                                                              3,396,976      
 
ELECTRIC UTILITY - 0.6%                                                      
 
Avon Energy                                                                  
Partners                                                                     
Holdings:                                                                    
 
6.46%                                     Baa2   1,160,000    1,188,814      
3/4/08 (e)                                                                   
 
6.73%                                     Baa2   1,340,000    1,397,794      
12/11/02 (                                                                   
e)                                                                           
 
Israel Electric                                                              
Corp. Ltd.:                                                                  
 
7.75%                                     A3     1,275,000    1,210,676      
12/15/27 (                                                                   
e)                                                                           
 
yankee                                    A3     660,000      656,713        
7.875%                                                                       
12/15/26 (                                                                   
e)                                                                           
 
Texas Utilities                           Baa3   580,000      588,526        
Co. 6.375%                                                                   
1/1/08                                                                       
 
                                                              5,042,523      
 
GAS - 0.1%                                                                   
 
Southwest Gas                             Baa2   300,000      337,830        
Corp. 9.75%                                                                  
6/15/02                                                                      
 
NONCONVERTIBLE BONDS - CONTINUED                                             
 
                                   MOODY'S      PRINCIPAL    VALUE (NOTE 1)  
                                   RATINGS      AMOUNT                       
                                   (UNAUDITED)                             
                                   (B)                                          
 
UTILITIES - CONTINUED                                                        
 
TELEPHONE SERVICES - 0.2%                                                    
 
WorldCom, Inc.:                                                              
 
8.875%                                    Baa2  $ 793,000    $ 869,889       
1/15/06                                                                      
 
9.375%                                    Baa2   936,000      977,839        
1/15/04                                                                      
 
                                                              1,847,728      
 
TOTAL UTILITIES                                               10,625,057     
 
TOTAL NONCONVERTIBLE                                          146,693,4      
BONDS                                                        21              
(Cost $143,539,692)                                                          
 
 
<TABLE>
<CAPTION>
<S>                                             <C>   <C>          <C>             
U.S. GOVERNMENT AND GOVERNMENT                                                     
AGENCY OBLIGATIONS - 8.5%                                                          
 
                                                                                   
 
U.S. GOVERNMENT AGENCY OBLIGATIONS - 3.5%                                          
 
Fannie Mae:                                                                        
 
6% 5/15/08                                       Aaa   1,900,000    2,048,428      
 
6.97%                                            Aaa   1,200,000    1,320,000      
4/8/04                                                                             
 
7.49%                                            Aaa   4,080,000    4,665,235      
3/2/05                                                                             
 
Federal Farm                                     Aaa   2,000,000    2,181,560      
Credit Bank                                                                        
6.47%                                                                              
6/7/05                                                                             
 
Federal Home                                                                       
Loan Bank:                                                                         
 
7.36%                                            Aaa   600,000      675,372        
7/1/04                                                                             
 
7.59%                                            Aaa   680,000      780,830        
3/10/05                                                                            
 
Freddie Mac                                      Aaa   1,300,000    1,408,056      
6.505%                                                                             
7/1/04                                                                             
 
Government                                       Aaa   4,310,000    4,921,934      
Loan Trusts                                                                        
(assets of Trust                                                                   
guaranteed by                                                                      
U.S.                                                                               
Government                                                                         
through                                                                            
Agency for                                                                         
International                                                                      
Development)                                                                       
8.5% 4/1/06                                                                        
 
Government                                                                         
Trust                                                                              
Certificates                                                                       
(assets of Trust                                                                   
guaranteed by                                                                      
U.S.                                                                               
Government                                                                         
through                                                                            
Defense                                                                            
Security                                                                           
Assistance                                                                         
Agency):                                                                           
 
 Class 1-C,                                      Aaa   356,961      381,242        
9.25%                                                                              
11/15/01                                                                           
 
 Class 2-E,                                      Aaa   1,690,118    1,795,582      
9.4%                                                                               
5/15/02                                                                            
 
 Class T-3,                                      Aaa   68,625       72,811         
9.625%                                                                             
5/15/02                                                                            
 
Israel Export                                    Aaa   344,118      358,605        
Trust                                                                              
Certificates                                                                       
(assets of Trust                                                                   
guaranteed by                                                                      
U.S.                                                                               
Government                                                                         
through                                                                            
Export-Import                                                                      
Bank) Series                                                                       
1994-1,                                                                            
6.88%                                                                              
1/26/03                                                                            
 
Private Export                                   Aaa   819,000      858,017        
Funding Corp.                                                                      
secured 6.86%                                                                      
4/30/04                                                                            
 
U.S. GOVERNMENT AND GOVERNMENT                                                     
AGENCY OBLIGATIONS - CONTINUED                                                     
 
                                         MOODY'S      PRINCIPAL    VALUE (NOTE 1)  
                                         RATINGS      AMOUNT                       
                                         (UNAUDITED)                                          
                                         (B)                                          
 
U.S. GOVERNMENT AGENCY OBLIGATIONS - CONTINUED                                     
 
U.S. Department                                                                    
of Housing                                                                         
and Urban                                                                          
Development                                                                        
government                                                                         
guaranteed                                                                         
participation                                                                      
certificates:                                                                      
 
 Series                                          Aaa  $ 1,000,000  $ 1,141,050     
1995-A,                                                                            
8.27%                                                                              
8/1/03                                                                             
 
 Series                                                                            
1996-A:                                                                            
 
 6.92%                                           Aaa   4,010,000    4,398,890      
8/1/04                                                                             
 
 7.63%                                           Aaa   1,000,000    1,149,480      
8/1/14                                                                             
 
                                                                    28,157,092     
 
U.S. TREASURY OBLIGATIONS - 5.0%                                                   
 
U.S. Treasury                                                                      
Bonds:                                                                             
 
7.125%                                           Aaa   2,305,000    2,909,694      
2/15/23                                                                            
 
7.625%                                           Aaa   13,610,000   18,324,640     
2/15/25                                                                            
 
8.125%                                           Aaa   1,490,000    2,041,062      
8/15/19                                                                            
 
13.875%                                          Aaa   7,060,000    11,192,289     
5/15/11                                                                            
(callable)                                                                         
 
U.S. Treasury                                                                      
Notes:                                                                             
 
5.375%                                           Aaa   1,060,000    1,084,020      
2/15/01                                                                            
 
5.625%                                           Aaa   350,000      354,267        
11/30/99                                                                           
 
6.625%                                           Aaa   990,000      1,046,618      
6/30/01                                                                            
 
7% 7/15/06                                       Aaa   531,000      618,615        
 
7.5%                                             Aaa   1,740,000    1,896,322      
11/15/01                                                                           
 
                                                                    39,467,527     
 
TOTAL U.S. GOVERNMENT AND                                           67,624,61      
GOVERNMENT AGENCY                                                  9               
OBLIGATIONS                                                                        
(Cost $63,138,390)                                                                 
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                              <C>   <C>          <C>             
U.S. GOVERNMENT AGENCY -                                                            
MORTGAGE-BACKED SECURITIES - 14.3%                                                  
 
                                                                                    
 
FANNIE MAE - 11.4%                                                                  
 
6% 12/1/10 to                                     Aaa   30,552,610   30,831,549     
4/1/28                                                                              
 
6.5% 9/1/25 to                                    Aaa   26,994,784   27,454,237     
7/1/28                                                                              
 
7% 10/1/28 (f)                                    Aaa   21,066,000   21,658,481     
 
7.5% 10/1/09                                      Aaa   9,760,438    10,069,273     
to 6/1/28                                                                           
 
11.5% 11/1/15                                     Aaa   273,904      307,482        
 
                                                                     90,321,022     
 
U.S. GOVERNMENT AGENCY -                                                            
MORTGAGE-BACKED SECURITIES -                                                        
CONTINUED                                                                           
 
                                         MOODY'S      PRINCIPAL    VALUE (NOTE 1)  
                                         RATINGS      AMOUNT                       
                                         (UNAUDITED)                                          
                                         (B)                                          
 
FREDDIE MAC - 0.5%                                                                  
 
7% 7/1/01 to                                      Aaa  $ 318,977    $ 321,943       
8/1/01                                                                              
 
7.5% 2/1/28 to                                    Aaa   2,880,269    2,967,570      
4/1/28                                                                              
 
8.5% 4/1/21 to                                    Aaa   96,226       100,611        
5/1/22                                                                              
 
12% 11/1/19                                       Aaa   141,861      163,266        
 
                                                                     3,553,390      
 
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION - 2.4%                                     
 
6.5% 11/15/08                                     Aaa   4,848,632    4,971,303      
to 6/15/09                                                                          
 
7% 3/15/28 to                                     Aaa   6,048,653    6,243,298      
7/15/28                                                                             
 
7.5% 2/15/24                                      Aaa   6,726,928    6,973,104      
to 8/15/28                                                                          
 
9.5% 8/15/16                                      Aaa   3,399        3,671          
 
10% 11/15/09                                      Aaa   379,741      410,758        
to 12/15/17                                                                         
 
11% 7/15/10 to                                    Aaa   354,001      393,565        
12/15/15                                                                            
 
11.5% 7/15/15                                     Aaa   340,815      384,170        
to 1/15/16                                                                          
 
                                                                     19,379,869     
 
TOTAL U.S. GOVERNMENT                                                113,254,2      
AGENCY -                                                            81              
MORTGAGE-BACKED                                                                     
SECURITIES                                                                          
(Cost $110,078,812)                                                                 
 
</TABLE>
 
ASSET-BACKED SECURITIES - 3.7%                                           
 
                                                                         
 
BankAmerica                           Aaa    950,000      963,359        
Manufacturing                                                            
Housing                                                                  
Contract 6.2%                                                            
4/10/09                                                                  
 
Capital                               Baa2   780,000      794,188        
Equipment                                                                
Receivables                                                              
Trust 6.48%                                                              
10/15/06                                                                 
 
Case Equipment                                                           
Loan Trust:                                                              
 
5.85%                                 Aa2    370,000      370,101        
2/15/03                                                                  
 
6.15%                                 Aaa    744,415      748,368        
9/15/02                                                                  
 
Chase                                 Aaa    1,190,000    1,211,194      
Manhattan                                                                
Auto Owner                                                               
Trust 5.85%                                                              
5/15/03                                                                  
 
Chevy Chase                           Aaa    648,429      656,382        
Auto                                                                     
Receivables                                                              
Trust 5.91%                                                              
12/15/04                                                                 
 
Contimortgage                         Aaa    1,300,000    1,305,681      
Home Equity                                                              
Loan Trust                                                               
6.26%                                                                    
7/15/12                                                                  
 
CPS Auto                                                                 
Grantor Trust:                                                           
 
6.09%                                 Aaa    975,823      979,787        
11/15/03                                                                 
 
6.55%                                 Aaa    581,960      588,870        
8/15/02                                                                  
 
CPS Auto                              Aaa    1,567,729    1,585,366      
Receivables                                                              
Trust 6%                                                                 
8/15/03                                                                  
 
CSXT Trade                            Aaa    1,200,000    1,246,125      
Receivables                                                              
Master Trust                                                             
6% 7/25/04                                                               
 
ASSET-BACKED SECURITIES - CONTINUED                                      
 
                                   MOODY'S      PRINCIPAL    VALUE (NOTE 1)  
                                   RATINGS      AMOUNT                       
                                   (UNAUDITED)                            
                                   (B)                                          
 
Dayton Hudson                         Aaa   $ 1,290,000  $ 1,350,191     
Credit Card                                                              
Master Trust                                                             
6.25%                                                                    
8/25/05                                                                  
 
Ford Credit Auto                                                         
Owner Trust:                                                             
 
6.2%                                  Baa3   780,000      794,438        
12/15/02                                                                 
 
6.4%                                  A1     840,000      858,774        
5/15/02                                                                  
 
6.4%                                  Baa3   450,000      452,250        
12/15/02                                                                 
 
Green Tree                                                               
Financial                                                                
Corp.:                                                                   
 
5.8%                                  Aaa    46,712       46,712         
2/15/27                                                                  
 
6.1%                                  Aaa    465,596      466,467        
4/15/27                                                                  
 
6.5%                                  Aaa    381,575      382,052        
6/15/27                                                                  
 
6.68%                                 AAA    1,820,000    1,872,325      
1/15/29                                                                  
 
6.8%                                  Aaa    650,000      657,917        
6/15/27                                                                  
 
Key Auto                              A2     934,329      938,709        
Finance Trust                                                            
6.3%                                                                     
10/15/03                                                                 
 
KeyCorp Auto                          A3     39,821       39,831         
Grantor Trust                                                            
5.8%                                                                     
7/15/00                                                                  
 
MBNA Master                           Aaa    2,580,000    2,737,741      
Credit Card                                                              
Trust II 6.55%                                                           
1/15/07                                                                  
 
Olympic                                                                  
Automobile                                                               
Receivables                                                              
Trust:                                                                   
 
6.4%                                  Aaa    1,140,000    1,156,031      
9/15/01                                                                  
 
6.7%                                  Aaa    540,000      549,747        
3/15/02                                                                  
 
Petroleum                             Baa2   963,817      963,516        
Enhanced Trust                                                           
Receivables                                                              
Offering                                                                 
Petroleum Trust                                                          
6.125%                                                                   
2/5/03 (e)(g)                                                            
 
Premier Auto                                                             
Trust:                                                                   
 
6% 5/6/00                             Aaa    366,591      366,932        
 
6.34%                                 Aaa    350,000      358,750        
1/6/03                                                                   
 
6.35%                                 A3     920,000      926,035        
7/6/00                                                                   
 
Prime Credit                          Aaa    950,000      996,009        
Card Master                                                              
Trust 6.75%                                                              
11/15/05                                                                 
 
Railcar Trust                         Aaa    33,354       35,573         
7.75%                                                                    
6/1/04                                                                   
 
TMS Auto                              Aaa    127,135      127,731        
Grantor Trust                                                            
5.9%                                                                     
9/15/02                                                                  
 
UAF Auto                              Aaa    1,252,260    1,261,261      
Grantor Trust                                                            
6.1%                                                                     
1/15/03 (e)                                                              
 
Union Federal                         Baa2   33,503       33,733         
Savings Bank                                                             
Grantor Trust                                                            
8.2%                                                                     
1/10/01                                                                  
 
Union Federal                         Baa2   26,924       27,126         
Savings Bank                                                             
Trust                                                                    
7.275%                                                                   
10/10/00                                                                 
 
Western                                                                  
Financial                                                                
Grantor Trust:                                                           
 
5.875%                                Aaa    475,344      481,732        
3/1/02                                                                   
 
6.05%                                 Aaa    115,496      116,940        
11/1/00                                                                  
 
WFS Financial                         Aaa    1,170,000    1,196,325      
Owner Trust                                                              
6.55%                                                                    
10/20/04                                                                 
 
TOTAL ASSET-BACKED                                        29,644,26      
SECURITIES                                               9               
(Cost $29,049,896)                                                       
 
COMMERCIAL MORTGAGE SECURITIES -                                       
3.9%                                                                   
 
                                   MOODY'S      PRINCIPAL    VALUE (NOTE 1)  
                                   RATINGS      AMOUNT                       
                                   (UNAUDITED)                             
                                   (B)                                          
 
                                                                       
 
BKB Commercial                      BBB   $ 450,000    $ 459,773       
Mortgage Trust                                                         
Series                                                                 
1997-C1                                                                
Class D,                                                               
7.83%                                                                  
2/25/43 (e)(g                                                          
)                                                                      
 
CBM Funding                                                            
Corp.                                                                  
sequential pay                                                         
Series 1996-1:                                                         
 
Class A-1,                          AA     80,321       80,772         
7.55%                                                                  
7/1/99                                                                 
 
Class A-2,                          AA     1,100,000    1,133,000      
6.88%                                                                  
7/1/02                                                                 
 
Class A-3PI,                        AA     870,000      919,209        
7.08%                                                                  
11/1/07                                                                
 
Class B,                            A      680,000      722,925        
7.48%                                                                  
2/1/08                                                                 
 
CS First Boston                                                        
Mortgage                                                               
Securities                                                             
Corp.:                                                                 
 
Series                              Baa2   1,450,000    1,452,719      
1997-C2                                                                
Class D,                                                               
7.27%                                                                  
1/17/35                                                                
 
Series                              BBB    1,290,000    1,317,816      
1998-C1                                                                
Class D,                                                               
7.17%                                                                  
1/17/12                                                                
 
Series                              Baa2   1,400,000    1,383,813      
1998-FLI                                                               
Class E,                                                               
6.5063%                                                                
1/10/13 (e)                                                            
(g)                                                                    
 
Deutsche                            Baa2   1,320,000    1,372,800      
Mortgage &                                                             
Asset                                                                  
Receiving                                                              
Corp. Series                                                           
1998-C1                                                                
Class D,                                                               
7.231%                                                                 
7/15/12                                                                
 
Equitable Life                                                         
Assurance                                                              
Society of the                                                         
United States                                                          
(The):                                                                 
 
sequential                          Aaa    1,600,000    1,746,384      
pay Series                                                             
174 Class                                                              
A1,                                                                    
7.24%                                                                  
5/15/06                                                                
(e)                                                                    
 
Series 174                          Aa2    1,000,000    1,081,190      
Class B1,                                                              
7.33%                                                                  
5/15/06 (                                                              
e)                                                                     
 
Series                              A2     700,000      758,443        
1996-1                                                                 
Class C1,                                                              
7.52%                                                                  
5/15/06 (                                                              
e)                                                                     
 
Federal Deposit                     Aaa    251,955      251,640        
Insurance                                                              
Corp. Remic                                                            
Trust                                                                  
sequential pay                                                         
Series                                                                 
1994-C1                                                                
Class II-A2,                                                           
7.85%                                                                  
9/25/25                                                                
 
First                               Aa2    3,040,000    3,228,100      
Union-Lehman                                                           
Brothers                                                               
Commercial                                                             
Mortgage Trust                                                         
sequential pay                                                         
Series                                                                 
1997-C2 Class                                                          
B, 6.79%                                                               
11/18/29                                                               
 
GS Mortgage                                                            
Securities                                                             
Corp. II:                                                              
 
Series                              Aaa    1,230,000    1,304,464      
1997-GL                                                                
Class A2-B,                                                            
6.86%                                                                  
7/13/30                                                                
 
Series                                                                 
1998-GLII:                                                             
 
Class D,                            Baa2   450,000      457,106        
7.1905%                                                                
4/13/31                                                                
(e)(g)                                                                 
 
Class E,                            Baa3   1,420,000    1,384,770      
7.1905%                                                                
4/13/31                                                                
(e)(g)                                                                 
 
Kidder Peabody                      Aa2    277,259      278,386        
Acceptance                                                             
Corp. I                                                                
sequential pay                                                         
Series                                                                 
1993-M1                                                                
Class A-2,                                                             
7.15%                                                                  
4/25/25                                                                
 
LTC Commercial                      AAA    972,360      982,453        
Mortgage Pass                                                          
Through                                                                
Certificates                                                           
Series 1998-1                                                          
Class A,                                                               
6.029%                                                                 
5/30/30 (e)                                                            
 
COMMERCIAL MORTGAGE SECURITIES -                                       
CONTINUED                                                              
 
                                   MOODY'S      PRINCIPAL    VALUE (NOTE 1)  
                                   RATINGS      AMOUNT                       
                                   (UNAUDITED)                              
                                   (B)                                          
 
Morgan Stanley                                                         
Capital I, Inc.:                                                       
 
Series                                                                 
1998-CF1:                                                              
 
Class D,                            Baa2  $ 1,064,000  $ 1,074,640     
7.35%                                                                  
1/15/12                                                                
 
Class E,                            Baa3   371,000      354,305        
7.35%                                                                  
12/15/1                                                                
2                                                                      
 
Series                              BBB    1,530,000    1,612,716      
1998-HF1                                                               
Class D,                                                               
7.1%                                                                   
2/15/30 (g)                                                            
 
Nomura Asset                                                           
Securities                                                             
Corp.:                                                                 
 
floater Series                      -      273,227      273,227        
1994-MD-II                                                             
Class A-6,                                                             
9.9213%                                                                
7/7/03 (g)                                                             
 
Series                              Baa2   1,320,000    1,403,944      
1998-D6                                                                
Class A-4,                                                             
7.5956%                                                                
3/17/28 (g)                                                            
 
Resolution Trust                                                       
Corp.:                                                                 
 
floater Series                      AAA    87,809       87,850         
1994-C1                                                                
Class A-3,                                                             
6.2375%                                                                
6/25/26 (g)                                                            
 
Series                                                                 
1995-C1:                                                               
 
Class A-4B,                         Aaa    704,730      702,527        
6.65%                                                                  
2/25/27                                                                
 
Class C,                            A2     1,200,000    1,207,875      
6.9%                                                                   
2/25/27                                                                
 
Structured Asset                                                       
Securities                                                             
Corp.:                                                                 
 
sequential pay                      AAA    338,039      340,205        
Series 1996                                                            
Class A-2A,                                                            
7.75%                                                                  
2/25/28                                                                
 
Series                              BB+    640,000      656,600        
1996-CFL                                                               
Class E,                                                               
7.75%                                                                  
2/25/28                                                                
 
Thirteen Affiliates of                                                 
General Growth                                                         
Properties, Inc.:                                                      
 
sequential pay                      Aaa    1,020,000    1,073,030      
Series A-2,                                                            
6.602%                                                                 
12/15/10 (                                                             
e)                                                                     
 
Series D-2,                         Baa2   1,100,000    1,107,612      
6.992%                                                                 
12/15/10 (                                                             
e)                                                                     
 
Series E-2,                         Baa3   660,000      647,071        
7.224%                                                                 
12/15/10 (                                                             
e)                                                                     
 
TOTAL COMMERCIAL                                        30,857,36      
MORTGAGE SECURITIES                                    5               
(Cost $30,014,283)                                                     
 
FOREIGN GOVERNMENT AND GOVERNMENT                                 
AGENCY OBLIGATIONS - 0.6%                                         
 
                                                                  
 
Export                               Aa2   410,000     420,258    
Development                                                       
Corp. yankee                                                      
8.125%                                                            
8/10/99 (h)                                                       
 
Israeli State euro                   Aaa   800,000     828,240    
6.375%                                                            
12/19/01 (h)                                                      
 
Ontario Province                     Aa3   3,000,000   3,268,650  
yankee global                                                     
7.75%                                                             
6/4/02 (h)                                                        
 
TOTAL FOREIGN GOVERNMENT                               4,517,148  
AND                                                               
GOVERNMENT AGENCY                                                 
OBLIGATIONS                                                       
(Cost $4,327,503)                                                 
 
SUPRANATIONAL OBLIGATIONS - 0.2%                                     
 
                   MOODY'S      PRINCIPAL    VALUE (NOTE 1)  
                   RATINGS      AMOUNT                       
                   (UNAUDITED)                                          
                   (B)                                          
 
Inter American            Aaa  $ 1,270,000  $ 1,393,850     
Development                                                          
Bank yankee                                                          
6.29%                                                                
7/16/27                                                              
(Cost                                                                
$1,262,012)                                                          
 
BANK NOTES - 1.1%                          
 
                                           
 
Key Bank NA                       9,000,000   8,991,450  
5.6175%                                    
8/20/99 (g)                                
(Cost                                      
$8,987,895)                                
 
CERTIFICATES OF DEPOSIT - 10.7%                            
 
                                                           
 
Abbey National                    9,000,000    9,003,460   
Treasury                                                   
Services PLC                                               
euro                                                       
5.51%                                                      
12/4/98                                                    
 
ABN-AMRO                          5,000,000    5,002,830   
Bank NV                                                    
yankee euro                                                
5.64%                                                      
12/14/98                                                   
 
Bank of Scotland                  10,000,000   10,007,136  
Treasury                                                   
Services euro                                              
5.64%                                                      
12/29/98                                                   
 
Bayerische                        3,700,000    3,707,013   
Hypotheken                                                 
und Wechsel                                                
Bank AG                                                    
yankee 5.7%                                                
3/30/99                                                    
 
Canadian                          720,000      735,336     
Imperial Bank                                              
of Commerce,                                               
New York                                                   
yankee 6.2%                                                
8/1/00                                                     
 
Deutsche Bank                     4,000,000    4,000,944   
AG yankee                                                  
5.94%                                                      
10/26/98                                                   
 
First National                    10,000,000   10,013,103  
Bank of                                                    
Chicago                                                    
5.65%                                                      
3/3/99                                                     
 
RaboBank                          9,000,000    9,030,601   
Nederland                                                  
Coop. Central                                              
yankee                                                     
5.68%                                                      
6/4/99                                                     
 
Societe                           8,000,000    8,000,946   
Generale,                                                  
France yankee                                              
5.91%                                                      
10/15/98                                                   
 
Swiss Bank                        7,200,000    7,211,385   
Corp. yankee                                               
5.65%                                                      
3/24/99                                                    
 
Toronto-Dominio                   9,000,000    9,030,601   
n Bank yankee                                              
5.68%                                                      
6/4/99                                                     
 
Westdeutsche                      9,000,000    9,012,047   
Landesbank                                                 
Girozentrale                                               
yankee                                                     
5.63%                                                      
2/8/99                                                     
 
TOTAL CERTIFICATES OF                          84,755,402    
DEPOSIT                                                  
(Cost $84,611,736)                                         
 
COMMERCIAL PAPER - 12.9%                                    
 
                                                            
 
CIESCO L.P.                    205,000       204,761        
5.51%                                                       
10/9/98                                                     
 
Citibank Credit                                             
Card Master                                                 
Trust I                                                     
(Dakota                                                     
Certificate                                                 
Program):                                                   
 
5.5%                           5,000,000     4,970,945      
11/10/9                                                     
8                                                           
 
5.53%                          4,600,000     4,591,904      
10/13/9                                                     
8                                                           
 
Commonwealth                   9,000,000     8,812,382      
Bank of                                                     
Australia                                                   
yankee 5.35%                                                
3/1/99                                                      
 
COMMERCIAL PAPER - CONTINUED                                
 
                  MOODY'S      PRINCIPAL    VALUE (NOTE 1)  
                  RATINGS      AMOUNT                       
                 (UNAUDITED)                                          
                 (B)                                          
 
Daimler-Benz                  $ 10,000,000  $ 9,959,322     
North America                                               
Corp. yankee                                                
5.53%                                                       
10/29/98                                                    
 
Enterprise                     2,400,000     2,379,016      
Funding Corp.                                               
5.4%                                                        
12/4/98                                                     
 
Fleet Funding                  5,000,000     4,980,500      
Corp. 5.5%                                                  
10/28/98                                                    
 
General Electric               10,000,000    9,939,333      
Capital Corp.                                               
5.51%                                                       
11/12/98                                                    
 
Generale de                    3,000,000     2,938,315      
Banque SA                                                   
yankee 5.36%                                                
2/24/99                                                     
 
Lehman Brothers                8,000,000     7,960,182      
Holdings, Inc.                                              
5.55%                                                       
11/4/98                                                     
 
Monsanto Co.:                                               
 
5.51%                          4,200,000     4,163,278      
12/1/98                                                     
 
5.52%                          2,000,000     1,985,953      
11/19/98                                                    
 
Morgan (JP) &                  10,300,000    10,240,146     
Co., Inc. 5.5%                                              
11/10/98                                                    
 
Salomon Smith                  10,000,000    9,909,700      
Barney 5.45%                                                
12/3/98                                                     
 
Three Rivers                   5,000,000     4,956,453      
Funding Corp.                                               
5.51%                                                       
12/1/98                                                     
 
Transamerica                   4,000,000     3,934,090      
Finance Corp.                                               
5.47%                                                       
1/26/99                                                     
 
Triple A One                                                
Funding                                                     
Corp.:                                                      
 
5.55%                          500,000       499,052        
10/14/98                                                    
 
5.57%                          10,000,000    9,968,100      
10/23/98                                                    
 
TOTAL COMMERCIAL                             102,393,432      
PAPER                                                     
(Cost $102,324,510)                                         
 
MASTER NOTES - 0.9%                          
 
                                             
 
Goldman Sachs                    7,000,000   7,000,000  
Group L.P.                                   
(The) 5.6875%                                
1/27/99 (g)                                  
(Cost                                        
$7,000,000)                                  
 
CASH EQUIVALENTS - 5.6%                            
 
                         MATURITY                  
                         AMOUNT                    
 
Investments in           $ 116,019     116,000     
repurchase                                         
agreements                                         
(U.S. Treasury                                     
obligations), in                                   
a joint                                            
trading                                            
account at                                         
5.77%, dated                                       
9/30/98 due                                        
10/1/98                                            
 
                         SHARES                    
 
Taxable Central           44,374,880   44,374,880  
Cash Fund (c)                                      
 
TOTAL CASH                 44,490,880        
EQUIVALENTS                                  
(Cost $44,490,880)                           
 
TOTAL INVESTMENT IN       $ 793,341,761      
SECURITIES - 100%                            
(Cost $771,131,452)                          
 
LEGEND
(a) Non-income producing
(b) Standard & Poor's credit ratings are used in the absence of a
rating by Moody's Investors Service, Inc.
(c) At period end, the seven-day yield on the Taxable Central Cash
Fund was 5.36%. The yield refers to the income earned by investing in
the fund over the seven-day period, expressed as an annual percentage.
(d) Debt obligation initially issued at one coupon which converts to a
higher coupon at a specified date. The rate shown is the rate at
period end.
(e) Security exempt from registration under Rule 144A of the
Securities Act of 1933. These securities may be resold in transactions
exempt from registration, normally to qualified institutional buyers.
At the period end, the value of these securities amounted to
$26,622,895 or 3.4% of net assets.
(f) Security purchased on a delayed delivery or when-issued basis (see
Note 2 of Notes to Financial Statements).
(g) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end.
(h) For foreign government obligations not individually rated by S&P
or Moody's, the ratings listed are assigned to the securities by FMR,
the fund's investment adviser, based principally on S&P and Moody's
ratings of the sovereign credit of the issuing government.
OTHER INFORMATION
The composition of long-term debt holdings as a percentage of total
value of investments in securities, is as follows (ratings are
unaudited):
 
MOODY'S RATINGS          S&P RATINGS          
 
Aaa, Aa, A        35.2%  AAA, AA, A    32.2%  
 
Baa               9.2%   BBB           11.2%  
 
Ba                2.0%   BB            2.0%   
 
For some foreign government obligations, FMR has assigned the ratings
for the sovereign credit of the issuing government. The percentage not
rated by Moody's or S&P amounted to 0.0%.
Distribution of investments by country of issue, as a percentage of
total value of investments in securities, is as follows:
 
United States of America              86.7%   
 
United Kingdom                        3.2     
 
Germany                               2.1     
 
Canada                                1.9     
 
Netherlands                           1.8     
 
Australia                             1.1     
 
France                                1.0     
 
Others (individually less than 1%)      2.2   
 
TOTAL                                 100.0%  
 
INCOME TAX INFORMATION
At September 30, 1998, the aggregate cost of investment securities for
income tax purposes was $771,399,017. Net unrealized appreciation
aggregated $21,942,744, of which $34,171,419 related to appreciated
investment securities and $12,228,675 related to depreciated
investment securities.
The fund hereby designates approximately $23,418,000 as a capital gain
dividend for the purpose of the dividend paid deduction.
 
FINANCIAL STATEMENTS
 
STATEMENT OF ASSETS AND LIABILITIES
                                                     SEPTEMBER 30,   
                                                    1998             
 
ASSETS                                                               
 
INVESTMENT IN SECURITIES, AT VALUE                  $ 793,341,761    
(INCLUDING REPURCHASE                                                
AGREEMENTS OF $116,000)                                              
(COST $771,131,452) -                                                
SEE ACCOMPANYING SCHEDULE                                            
 
CASH                                                 6,931           
 
RECEIVABLE FOR INVESTMENTS SOLD                      5,023,975       
 
RECEIVABLE FOR FUND SHARES SOLD                      5,986,350       
 
DIVIDENDS RECEIVABLE                                 182,914         
 
INTEREST RECEIVABLE                                  6,799,568       
 
OTHER RECEIVABLES                                    4,580           
 
 TOTAL ASSETS                                        811,346,079     
 
LIABILITIES                                                          
 
PAYABLE FOR INVESTMENTS                $ 6,034,310                   
PURCHASED                                                            
REGULAR DELIVERY                                                     
 
 DELAYED DELIVERY                       21,526,154                   
 
PAYABLE FOR FUND SHARES                 7,199,144                    
REDEEMED                                                             
 
ACCRUED MANAGEMENT FEE                  275,339                      
 
OTHER PAYABLES AND ACCRUED              194,963                      
EXPENSES                                                             
 
 TOTAL LIABILITIES                                   35,229,910      
 
NET ASSETS                                          $ 776,116,169    
 
NET ASSETS CONSIST OF:                                               
 
PAID IN CAPITAL                                     $ 703,736,998    
 
UNDISTRIBUTED NET INVESTMENT                         2,979,130       
INCOME                                                               
 
ACCUMULATED UNDISTRIBUTED NET                        47,189,732      
REALIZED GAIN (LOSS) ON                                              
INVESTMENTS AND FOREIGN                                              
CURRENCY TRANSACTIONS                                                
 
NET UNREALIZED APPRECIATION                          22,210,309      
(DEPRECIATION) ON INVESTMENTS                                        
AND ASSETS AND LIABILITIES IN                                        
FOREIGN CURRENCIES                                                   
 
NET ASSETS, FOR 62,322,318                          $ 776,116,169    
SHARES OUTSTANDING                                                   
 
NET ASSET VALUE, OFFERING PRICE                      $12.45          
AND REDEMPTION PRICE                                                 
PER SHARE ($776,116,169 (DIVIDED BY)                                 
62,322,318 SHARES)                                                   
 
STATEMENT OF OPERATIONS
                                                 YEAR ENDED     
                                                SEPTEMBER 30,   
                                                1998            
 
INVESTMENT INCOME                               $ 2,083,780     
DIVIDENDS                                                       
 
INTEREST                                         35,876,180     
 
 TOTAL INCOME                                    37,959,960     
 
EXPENSES                                                        
 
MANAGEMENT FEE                   $ 3,112,844                    
 
TRANSFER AGENT FEES               1,446,968                     
 
ACCOUNTING FEES AND EXPENSES      243,745                       
 
NON-INTERESTED TRUSTEES'          2,769                         
COMPENSATION                                                    
 
CUSTODIAN FEES AND EXPENSES       55,404                        
 
REGISTRATION FEES                 105,848                       
 
AUDIT                             81,941                        
 
LEGAL                             3,717                         
 
INTEREST                          1,125                         
 
MISCELLANEOUS                     3,143                         
 
 TOTAL EXPENSES BEFORE            5,057,504                     
REDUCTIONS                                                      
 
 EXPENSE REDUCTIONS               (129,318)      4,928,186      
 
NET INVESTMENT INCOME                            33,031,774     
 
REALIZED AND UNREALIZED GAIN                                    
(LOSS)                                                          
NET REALIZED GAIN (LOSS) ON:                                    
 
 INVESTMENT SECURITIES            48,797,198                    
 
 FOREIGN CURRENCY TRANSACTIONS    25,535                        
 
 FUTURES CONTRACTS                (83,229)       48,739,504     
 
CHANGE IN NET UNREALIZED                                        
APPRECIATION (DEPRECIATION)                                     
ON:                                                             
 
 INVESTMENT SECURITIES            (26,995,548)                  
 
 ASSETS AND LIABILITIES IN        684            (26,994,864)   
FOREIGN CURRENCIES                                              
 
NET GAIN (LOSS)                                  21,744,640     
 
NET INCREASE (DECREASE) IN NET                  $ 54,776,414    
ASSETS RESULTING                                                
FROM OPERATIONS                                                 
 
STATEMENT OF CHANGES IN NET ASSETS
                                 YEAR ENDED      YEAR ENDED      
                                 SEPTEMBER 30,   SEPTEMBER 30,   
                                 1998            1997            
 
INCREASE (DECREASE) IN NET                                       
ASSETS                                                           
 
OPERATIONS                       $ 33,031,774    $ 28,700,407    
NET INVESTMENT INCOME                                            
 
 NET REALIZED GAIN (LOSS)         48,739,504      17,712,684     
 
 CHANGE IN NET UNREALIZED         (26,994,864)    33,510,799     
APPRECIATION (DEPRECIATION)                                      
 
 NET INCREASE (DECREASE) IN       54,776,414      79,923,890     
NET ASSETS RESULTING                                             
 FROM OPERATIONS                                                 
 
DISTRIBUTIONS TO SHAREHOLDERS     (33,064,721)    (29,690,585)   
FROM NET INVESTMENT INCOME                                       
 
 FROM NET REALIZED GAIN           (15,719,836)    (12,650,000)   
 
 TOTAL DISTRIBUTIONS              (48,784,557)    (42,340,585)   
 
SHARE TRANSACTIONS                467,138,900     256,470,143    
NET PROCEEDS FROM SALES OF                                       
SHARES                                                           
 
 REINVESTMENT OF DISTRIBUTIONS    46,026,633      39,646,435     
 
 COST OF SHARES REDEEMED          (390,443,714)   (252,401,457)  
 
 NET INCREASE (DECREASE) IN       122,721,819     43,715,121     
NET ASSETS RESULTING                                             
FROM SHARE TRANSACTIONS                                          
 
  TOTAL INCREASE (DECREASE) IN    128,713,676     81,298,426     
NET ASSETS                                                       
 
NET ASSETS                                                       
 
 BEGINNING OF PERIOD              647,402,493     566,104,067    
 
 END OF PERIOD (INCLUDING        $ 776,116,169   $ 647,402,493   
UNDISTRIBUTED NET INVESTMENT                                     
INCOME OF $2,979,130 AND                                         
$3,063,493, RESPECTIVELY)                                        
 
OTHER INFORMATION                                                
SHARES                                                           
 
 SOLD                             37,636,367      21,571,779     
 
 ISSUED IN REINVESTMENT OF        3,745,437       3,364,019      
DISTRIBUTIONS                                                    
 
 REDEEMED                         (31,421,539)    (21,232,901)   
 
 NET INCREASE (DECREASE)          9,960,265       3,702,897      
 
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
<S>                  <C>           <C>        <C>        <C>        <C>        
                     YEARS ENDED                                               
                     SEPTEMBER                                                 
                     30,                                                       
 
                     1998          1997       1996       1995       1994       
 
SELECTED                                                                       
PER-SHARE                                                                      
DATA                                                                           
 
NET ASSET VALUE,     $ 12.36       $ 11.63    $ 11.46    $ 10.69    $ 11.07    
BEGINNING OF                                                                   
PERIOD                                                                         
 
INCOME FROM                                                                    
INVESTMENT                                                                     
OPERATIONS                                                                     
 
 NET INVESTMENT       .57 B         .56 B      .61        .56        .45       
INCOME                                                                         
 
 NET REALIZED         .39           1.02       .20        .68        (.29)     
AND UNREALIZED                                                                 
                                                                               
 GAIN (LOSS)                                                                   
 
 TOTAL FROM           .96           1.58       .81        1.24       .16       
INVESTMENT                                                                     
 OPERATIONS                                                                    
 
LESS DISTRIBUTIONS                                                             
 
 FROM NET             (.58)         (.59)      (.64)      (.47)      (.47)     
INVESTMENT                                                                     
INCOME                                                                         
 
 FROM NET             (.29)         (.26)      -          -          (.04)     
REALIZED GAIN                                                                  
 
 IN EXCESS OF NET     -             -          -          -          (.03)     
REALIZED GAIN                                                                  
 
 TOTAL                (.87)         (.85)      (.64)      (.47)      (.54)     
DISTRIBUTIONS                                                                  
 
NET ASSET VALUE,     $ 12.45       $ 12.36    $ 11.63    $ 11.46    $ 10.69    
END OF PERIOD                                                                  
 
TOTAL RETURN A        8.06%         14.16%     7.28%      11.99%     1.46%     
 
RATIOS AND                                                                     
SUPPLEMENTAL                                                                   
DATA                                                                           
 
NET ASSETS, END      $ 776,116     $ 647,402  $ 566,104  $ 566,079  $ 501,349  
OF PERIOD                                                                      
(000 OMITTED)                                                                  
 
RATIO OF EXPENSES     .71%          .77%       .82%       .79%       .71% C    
TO AVERAGE                                                                     
NET ASSETS                                                                     
 
RATIO OF EXPENSES     .69% D        .76% D     .80% D     .79%       .71%      
TO AVERAGE                                                                     
NET ASSETS AFTER                                                               
EXPENSE                                                                        
REDUCTIONS                                                                     
 
RATIO OF NET          4.62%         4.74%      5.03%      5.15%      4.92%     
INVESTMENT                                                                     
INCOME TO                                                                      
AVERAGE NET                                                                    
ASSETS                                                                         
 
PORTFOLIO TURNOVER    156%          112%       148%       157%       83%       
RATE                                                                           
 
</TABLE>
 
A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN (SEE NOTE 6 OF NOTES TO
FINANCIAL STATEMENTS).
B NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
C FMR AGREED TO REIMBURSE A PORTION OF THE FUND'S EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE FUND'S EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
D FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES
(SEE NOTE 6 OF NOTES TO FINANCIAL STATEMENTS).
 
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD ENDED SEPTEMBER 30, 1998
 
1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Asset Manager: Income (the fund) is a fund of Fidelity
Charles Street 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, as an open-end management
investment company organized as a Massachusetts business trust. The
financial statements have been prepared in conformity with generally
accepted accounting principles which require management to make
certain estimates and assumptions at the date of the financial
statements. The following summarizes the significant accounting
policies of the fund:
SECURITY VALUATION. Debt securities for which quotations are readily
available are valued by a pricing service at their market values as
determined by their most recent bid prices in the principal market
(sales prices if the principal market is an exchange) in which such
securities are normally traded. Equity securities for which quotations
are readily available are valued at the last sale price, or if no sale
price, at the closing bid price. Securities (including restricted
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. Short-term securities with remaining maturities of
sixty days or less for which quotations are not readily 
available are valued at amortized cost or original cost plus accrued
interest, both of which approximate current value.
FOREIGN CURRENCY TRANSLATION. The accounting records of the fund are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the prevailing rates of exchange at period end. 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.
Net realized gains and losses on foreign currency transactions
represent net gains and losses from sales and maturities of foreign
currency contracts, disposition of foreign currencies, the difference
between the amount of net investment income accrued and the U.S.
dollar amount actually received, and gains and losses between trade
date and settlement on purchases and sales of securities. The effects
of changes in foreign currency exchange rates on investments in
securities are included with the net realized and unrealized gain or
loss on investment securities.
INCOME TAXES. As a qualified regulated investment company under
Subchapter M of the Internal Revenue Code, the fund is not subject to
income taxes to the extent that it distributes substantially all of
its taxable income for its fiscal year. The schedule of investments
includes information regarding income taxes under the caption "Income
Tax Information."
1. SIGNIFICANT ACCOUNTING 
POLICIES - CONTINUED
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend
date, except certain dividends from foreign securities where the
ex-dividend date may have passed, are recorded as soon as the fund is
informed of the ex-dividend date. Non-cash dividends included in
dividend income, if any, are recorded at the fair market value of the
securities received. Interest income, which includes accretion of
original issue discount, is accrued as earned. Investment income is
recorded net of foreign taxes withheld where recovery of such taxes is
uncertain.
EXPENSES. Most expenses of the trust can be directly attributed to a
fund. Expenses which cannot be directly attributed are apportioned
among 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, futures
transactions, foreign currency transactions, market discount,
partnerships 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 and accumulated undistributed net
realized gain (loss) on investments and foreign currency transactions
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.
FOREIGN CURRENCY CONTRACTS. The fund generally uses foreign currency
contracts to facilitate transactions in foreign-denominated
securities. Losses may arise from changes in the value of the foreign
currency or if the counterparties do not perform under the contracts'
terms. The U.S. dollar value of foreign currency contracts is
determined using contractual currency exchange rates established at
the time of each trade.
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 for U.S. Treasury or Federal Agency obligations.
2. OPERATING POLICIES - 
CONTINUED
REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
securities are transferred to an account of the fund, or to the Joint
Trading Account, at a bank custodian. The securities are
marked-to-market daily and maintained at a value at least equal to the
principal amount of the repurchase agreement (including accrued
interest). FMR, the fund's investment adviser, is responsible for
determining that the value of the underlying securities remains in
accordance with the market value requirements stated above. 
TAXABLE CENTRAL CASH FUND. Pursuant to an Exemptive Order issued by
the SEC, the fund may invest in the Taxable Central Cash Fund (the
Cash Fund) managed by Fidelity Investments Money Management, Inc., an
affiliate of FMR. The Cash Fund is an open-end money market fund
available only to investment companies and other accounts managed by
FMR and its affiliates. The Cash Fund seeks preservation of capital,
liquidity, and current income by investing in U.S. Treasury securities
and repurchase agreements for these securities. Income distributions
from the Cash Fund are declared daily and paid monthly from net
interest income. Income distributions earned by the fund are recorded
as interest income in the accompanying financial statements.
DELAYED DELIVERY TRANSACTIONS. The fund may purchase or sell
securities on a delayed delivery basis. Payment and delivery may take
place a month or more after the date of the transaction. The price of
the underlying securities and the date when the securities will be
delivered and paid for are fixed at the time the transaction is
negotiated. The market values of the securities purchased or sold on a
delayed delivery basis are identified as such in the fund's schedule
of investments. The fund may receive compensation for interest forgone
in the purchase of a delayed delivery security. With respect to
purchase commitments, the fund identifies securities as segregated in
its custodial records with a value at least equal to the amount of the
commitment. Losses may arise due to changes in the market value of the
underlying securities or if the counterparty does not perform under
the contract. 
FUTURES CONTRACTS. The fund may use futures contracts to manage its
exposure to the stock market. Buying futures tends to increase the
fund's exposure to the underlying instrument, while selling futures
tends to decrease the fund's exposure to the underlying instrument or
hedge other fund investments. Losses may arise from changes in the
value of the underlying instruments or if the counterparties do not
perform under the contracts' terms. Gains (losses) are realized upon
the expiration or closing of the futures contracts. Futures contracts
are valued at the settlement price established each day by the board
of trade or exchange on which they are traded.
RESTRICTED SECURITIES. The fund is permitted to invest in securities
that are subject to legal or contractual restrictions on resale. These
securities generally may be resold in transactions exempt from
registration or to the public if the 
2. OPERATING POLICIES - 
CONTINUED
RESTRICTED SECURITIES - CONTINUED
securities are registered. Disposal of these securities may involve
time-consuming negotiations and expense, and prompt sale at an
acceptable price may be difficult. At the end of the period, the fund
had no investments in restricted securities (excluding 144A issues).
3. PURCHASES AND SALES OF INVESTMENTS. 
Purchases and sales of securities, other than short-term securities,
aggregated $983,607,207 and $895,280,181, respectively, of which U.S.
government and government agency obligations aggregated $539,682,244
and $497,246,493, respectively.
The market value of futures contracts opened and closed during the
period amounted to $15,194,736 and $15,111,507, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES. 
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a
monthly fee that is calculated on the basis of a group fee rate plus a
fixed individual fund fee rate applied to the average net assets of
the fund. The group fee rate is the weighted average of a series of
rates and is based on the monthly average net assets of all the mutual
funds advised by FMR. The rates ranged from .1100% to .3700% for the
period. 
The annual individual fund fee rate is .30%. In the event that these
rates were lower than the contractual rates in effect during the
period, FMR voluntarily implemented the above rates, as they resulted
in the same or a lower management fee. For the period, the management
fee was equivalent to an annual rate of .44% of average net assets.
TRANSFER AGENT FEES. Fidelity Service Company, Inc. (FSC), an
affiliate of FMR, is the fund's transfer, dividend disbursing and
shareholder servicing agent. FSC receives account fees and asset-based
fees that vary according to account size and type of account. FSC pays
for typesetting, printing and mailing of all shareholder reports,
except proxy statements. For the period, the transfer agent fees were
equivalent to an annual rate of .20% of average net assets.
ACCOUNTING FEES. FSC maintains the fund's accounting records. The fee
is based on the level of average net assets for the month plus
out-of-pocket expenses.
BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $40,394 for the
period.
5. 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 
5. BANK BORROWINGS - 
CONTINUED
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 balance during the period for which
the loan was outstanding amounted to $7,000,000. The weighted average
interest rate was 5.79%.
6. EXPENSE REDUCTIONS.
FMR has directed certain portfolio trades to brokers who paid a
portion of the fund's expenses. For the period, the fund's expenses
were reduced by $59,522 under this arrangement.
In addition, the fund has entered into arrangements with its custodian
and transfer agent whereby credits realized as a result of uninvested
cash balances were used to reduce a portion of the fund's expenses.
During the period, the fund's custodian and transfer agent fees were
reduced by $3,790 and $66,006, respectively, under these arrangements.
 
REPORT OF INDEPENDENT ACCOUNTANTS
 
To the Trustees of Fidelity Charles Street Trust and the Shareholders
of Fidelity Asset Manager: Income:
In our opinion, the accompanying statement of assets and liabilities,
including the schedule of investments, and the related statements of
operations and of changes in net assets and the financial highlights
present fairly, in all material respects, the financial position of
Asset Manager:  Income (a fund of Fidelity Charles Street Trust) at
September 30, 1998, and the results of its operations, the changes in
its net assets and the financial highlights for the periods indicated,
in conformity with generally accepted accounting principles. These
financial statements and financial highlights (hereafter referred to
as "financial statements") are the responsibility of the Fidelity
Asset Manager:  Income's management; our responsibility is to express
an opinion on these financial statements based on our audits. We
conducted our audits of these financial statements in accordance with
generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe
that our audits, which included 
confirmation of securities at September 30, 1998 by correspondence
with the custodian and brokers, provide a reasonable basis for the
opinion expressed above.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
November 10, 1998
 
DISTRIBUTIONS
 
The Board of Trustees of Asset Manager: Income voted to pay to
shareholders of record at the opening of business on record date, the
following distributions derived from capital gains realized from sales
of portfolio securities and dividends from net investment income.
 
PAY DATE                   12/8/1997
RECORD DATE                12/5/1997
DIVIDENDS                  $.10
SHORT-TERM
CAPITAL GAINS              $.11
LONG-TERM
CAPITAL GAINS              $.18
LONG-TERM
CAPITAL GAIN PERCENTAGES:
 28% rate                  54.16%
 20% rate                  45.84%
 
A total of 9.91% 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.
A total of 5.63% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate
shareholders.
 The fund will notify shareholders in January 1999 of the applicable
percentage for use in preparing 1998 income tax returns.
 
MANAGING YOUR INVESTMENTS
 
Fidelity offers several ways to conveniently manage your personal
investments via your telephone or PC. You can access your account
information, conduct trades and research your investments 24 hours a
day.
BY PHONE
Fidelity TouchTone Xpress(registered trademark) provides a single
toll-free number to access account balances, positions, quotes and
trading. It's easy to navigate the service, and on your first call,
the system will help you create a personal identification number (PIN)
for security.
(PHONE_GRAPHIC)TOUCHTONE XPRESS
1-800-544-5555
PRESS
1 For mutual fund and brokerage trading.
2 For quotes.*
3 For account balances and holdings.
4 To review orders and mutual fund activity.
5 To change your PIN.
*0  To speak to a Fidelity representative.
BY PC
Fidelity's Web site on the Internet provides a wide range of
information, including daily financial news, fund performance,
interactive planning tools and news about Fidelity products and
services.
(PC_GRAPHIC)FIDELITY'S WEB SITE
WWW.FIDELITY.COM
If you are not currently on the Internet, call Fidelity at
1-800-544-7272 and we'll send you an America Online CD or disk with up
to 50 free hours of Web access.
(PC_GRAPHIC)
FIDELITY ON-LINE XPRESS+ TM
Fidelity On-line Xpress+ software for Windows combines comprehensive
portfolio management capabilities, securities trading and access to
research and analysis tools . . . all on your desktop. Call Fidelity
at 1-800-544-7272 or visit our Web site for more information on how to
manage your investments via your PC.
 
* 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 WRITE FIDELITY
 
If more than one address is listed, please locate the address that is
closest to you. We'll give your correspondence immediate attention and
send you written confirmation upon completion of your request.
(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)FOR NON-RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003
OVERNIGHT EXPRESS
Fidelity Investments
2300 Litton Lane - KH1A
Hebron, KY 41048
SELLING SHARES
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6I
400 East Las Colinas Blvd.
Irving, TX 75309-5517
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500
(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
OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6R
400 East Las Colinas Blvd.
Irving, TX 75309-5517
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500
 
TO VISIT FIDELITY
 
For directions and hours, 
please call 1-800-544-9797.
ARIZONA
7373 N. Scottsdale Road
Scottsdale, AZ
CALIFORNIA
815 East Birch Street
Brea, CA
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
251 University Avenue
Palo Alto, CA
1760 Challenge Way
Sacramento, CA
7676 Hazard Center Drive
San Diego, CA
455 Market Street
San Francisco, CA
950 Northgate Drive
San Rafael, CA
1400 Civic Drive
Walnut Creek, CA
6300 Canoga Avenue
Woodland Hills, CA
COLORADO
1625 Broadway
Denver, CO
CONNECTICUT
48 West Putnam Avenue
Greenwich, CT
265 Church Street
New Haven, CT
300 Atlantic Street
Stamford, CT
29 South Main Street
West Hartford, 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
1907 West State Road 434
Longwood, FL
8880 Tamiami Trail, North
Naples, FL
2401 PGA Boulevard
Palm Beach Gardens, FL
8065 Beneva Road
Sarasota, FL
1502 N. Westshore Blvd.
Tampa, FL
GEORGIA
3445 Peachtree Road, N.E.
Atlanta, GA
1000 Abernathy Road
Atlanta, GA
HAWAII
700 Bishop Street
Honolulu, HI
ILLINOIS
One North Franklin Street
Chicago, IL
1415 West 22nd Street
Oak Brook, IL
1700 East Golf Road
Schaumburg, IL
3232 Lake Avenue
Wilmette, IL
INDIANA
4729 East 82nd Street
Indianapolis, IN
MAINE
3 Canal Plaza
Portland, ME
MARYLAND
7401 Wisconsin Avenue
Bethesda, MD
1 West Pennsylvania Ave.
Towson, MD
MASSACHUSETTS
470 Boylston Street
Boston, MA
155 Congress Street
Boston, MA
25 State Street
Boston, MA
300 Granite Street
Braintree, MA
44 Mall Road
Burlington, MA
416 Belmont Street
Worcester, MA
MICHIGAN
280 North Woodward Ave.
Birmingham, MI
29155 Northwestern Hwy.
Southfield, MI
MINNESOTA
7600 France Avenue South
Edina, MN
MISSOURI
700 West 47th Street
Kansas City, MO
8885 Ladue Road
Ladue, MO
200 North Broadway
St. Louis, MO
NEW JERSEY
150 Essex Street
Millburn, NJ
56 South Street
Morristown, NJ
501 Route 17, South
Paramus, NJ
NEW YORK
1055 Franklin Avenue
Garden City, NY
999 Walt Whitman Road
Melville, L.I., NY
1271 Avenue of the Americas
New York, NY
71 Broadway
New York, NY
350 Park Avenue
New York, NY
NORTH CAROLINA
4611 Sharon Road
Charlotte, NC
2200 West Main Street
Durham, NC
OHIO
600 Vine Street
Cincinnati, OH
28699 Chagrin Boulevard
Woodmere Village, OH
OREGON
16850 SW 72 Avenue 
Tigard, OR 
PENNSYLVANIA
1735 Market Street
Philadelphia, PA
439 Fifth Avenue
Pittsburgh, PA
TENNESSEE
6150 Poplar Road
Memphis, TN
TEXAS
10000 Research Boulevard
Austin, TX
4017 Northwest Parkway
Dallas, TX
1155 Dairy Ashford Street
Houston, TX
2701 Drexel Drive
Houston, TX
400 East Las Colinas Blvd.
Irving, TX
14100 San Pedro
San Antonio, TX
19740 IH 45 North
Spring, TX
UTAH
215 South State Street
Salt Lake City, UT
VIRGINIA
8180 Greensboro Drive
McLean, VA
WASHINGTON
411 108th Avenue, N.E.
Bellevue, WA
511 Pine Street
Seattle, WA
WASHINGTON, DC
1900 K Street, N.W.
Washington, DC
WISCONSIN
595 North Barker Road
Brookfield, WI
 
 
INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA
INVESTMENT SUB-ADVISERS
Fidelity Management & Research
 (U.K.) Inc., London, England
Fidelity Management & Research
 (Far East) Inc., Tokyo, Japan
OFFICERS
Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
Robert A. Lawrence, Vice President
Richard C. Habermann, Vice President
Brad Lewis, Vice President
Charles S. Morrison, Vice President
John Todd, Vice President
Eric D. Roiter, Secretary
Richard A. Silver, Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
BOARD OF TRUSTEES
Ralph F. Cox *
Phyllis Burke Davis *
Robert M. Gates *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
Marvin L. Mann *
William O. McCoy *
Gerald C. McDonough *
Robert C. Pozen
Thomas R. Williams *
* INDEPENDENT TRUSTEES
ADVISORY BOARD
J. Gary Burkhead
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Company, Inc.
Boston, MA
CUSTODIAN
The Chase Manhattan Bank
New York, NY
FIDELITY'S ASSET ALLOCATION FUNDS
Asset Manager SM
Asset Manager: Growth SM
Asset Manager: Income SM
Fidelity Freedom Funds(registered trademark) -
Income, 2000, 2010, 2020, 2030
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Exchanges/Redemptions 1-800-544-7777
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)
TouchTone Xpress(registered trademark)(AUTOMATED GRAPHIC) 
1-800-544-5555
 (AUTOMATED GRAPHIC)AUTOMATED LINE FOR QUICKEST SERVICE
 
AMI-ANN-1198 64295
1.537737.101
(FIDELITY LOGO GRAPHIC)(REGISTERED TRADEMARK)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com
 
FIDELITY 
ASSET MANAGER SM
 
ANNUAL REPORT
SEPTEMBER 30, 1998
 
(2 fidelity logo graphics)(registered trademark)
 
CONTENTS
 
PRESIDENT'S MESSAGE     3   NED JOHNSON ON INVESTING STRATEGIES.        
 
PERFORMANCE             4   HOW THE FUND HAS DONE OVER TIME.            
 
MARKET RECAP            6   AN OVERVIEW OF THE MARKET'S PERFORMANCE     
                            AND THE FACTORS DRIVING IT.                 
 
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    47  STATEMENTS OF ASSETS AND LIABILITIES,       
                            OPERATIONS, AND CHANGES IN NET ASSETS,      
                            AS WELL AS FINANCIAL HIGHLIGHTS.            
 
NOTES                   51  NOTES TO THE FINANCIAL STATEMENTS.          
 
REPORT OF INDEPENDENT   57  THE AUDITORS' OPINION.                      
ACCOUNTANTS                                                             
 
DISTRIBUTIONS           58                                              
 
To reduce expenses and demonstrate respect for our environment, we
have initiated a project through which we will begin eliminating
duplicate copies of most financial reports and prospectuses to most
households, even if they have more than one account in the fund. If
additional copies of financial reports, prospectuses or historical
account information are needed, please call 1-800-544-6666.
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
 
(photo_of_Edward_C_Johnson_3d)
DEAR SHAREHOLDER:
The stock and bond markets continued to be influenced by competing
factors as the third quarter of 1998 ended. On the one hand, low
inflation, low unemployment and moderate growth in the U.S. economy
provided a foundation for positive returns. But growing concerns about
U.S. corporate earnings, combined with fears about the health of the
economies and financial markets in Japan, Russia and many emerging
markets, led to a continuation of the volatility that has marked most
of the year.
While it's impossible to predict the future direction of the markets
with any degree of certainty, there are certain basic principles that
can help investors plan for their future needs.
First, investors are encouraged to take a long-term view of their
portfolios. If you can afford to leave your money invested through the
inevitable up and down cycles of the financial markets, you will
greatly reduce your vulnerability to any single decline. We know from
experience, for example, that stock prices have gone up over longer
periods of time, have significantly outperformed other types of
investments and have stayed ahead of inflation. 
Second, you can further manage your investing risk through
diversification. Asset Manager funds are already diversified because
they invest in stocks, bonds and short-term and money market
instruments, both in the U.S. and overseas. If you have a shorter
investment time horizon, you might want to consider moving some of
your investment into Asset Manager: Income, which generally has a
higher weighting in short-term investments compared with the other
Asset Manager funds.
Finally, no matter what your time horizon or portfolio diversity, it
makes good sense to follow a regular investment plan, investing a
certain amount of money in a fund at the same time each month or
quarter and periodically reviewing your overall portfolio. By doing
so, you won't get caught up in the excitement of a rapidly rising
market, nor will you buy all your shares at market highs. While this
strategy - known as dollar cost averaging - won't assure a profit or
protect you from a loss in a declining market, it should help you
lower the average cost of your purchases.
If you have questions, please call us at 1-800-544-8888. We are
available 24 hours a day, seven days a week to provide you 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. Total return reflects the change in the value of an
investment, assuming reinvestment of the fund's dividend income and
capital gains (the profits earned upon the sale of securities that
have grown in value).
 
CUMULATIVE TOTAL RETURNS
PERIODS ENDED               PAST 1  PAST 5   LIFE OF  
SEPTEMBER 30,               YEAR    YEARS    FUND     
1998                                                  
 
FIDELITY                    5.34%   65.94%   224.25%  
ASSET                                                 
MANAGER                                               
 
FIDELITY ASSET              10.26%  79.01%   N/A      
ALLOC.                                                
COMPOSITE                                             
 
 S&P                        9.05%   147.93%  379.18%  
500 (REGISTERED TRADEMARK)                            
 
 LB                         11.51%  41.66%   N/A      
AGGREGATE                                             
BOND                                                  
 
 LB 3                       5.50%   29.17%   N/A      
MONTH                                                 
T-BILL                                                
 
FLEXIBLE                    2.20%   74.61%   N/A      
PORTFOLIO FUNDS                                       
AVERAGE                                               
 
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 28, 1988. For example, if you had
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 Fidelity Asset Allocation Composite
Index, a hypothetical combination of unmanaged indices. The composite
index combines the total returns of the Standard & Poor's 500 Index,
the Lehman Brothers Aggregate Bond Index and the Lehman Brothers 3
Month Treasury Bill Index, weighted according to the fund's neutral
mix. To measure how the fund's performance stacked up against its
peers, you can compare it to the flexible portfolio funds average,
which reflects the performance of mutual funds with similar objectives
tracked by Lipper Analytical Services, Inc. The past one year average
represents a peer group of 196 mutual funds. The benchmarks listed in
the table above include reinvested dividends and capital gains, if
any, and exclude the effect of sales charges.
 
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED       PAST 1  PAST 5  LIFE OF  
SEPTEMBER 30, 1998  YEAR    YEARS   FUND     
 
FIDELITY ASSET      5.34%   10.66%  12.81%   
MANAGER                                      
 
FIDELITY ASSET      10.26%  12.35%  N/A      
ALLOC. COMPOSITE                             
 
AVERAGE ANNUAL TOTAL RETURNS take the fund's 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
<TABLE>
<CAPTION>
<S>               <C>                    <C>                         <C>
             Asset Manager               S&P 500                     FID Composite               LB Aggregate Bond
             00314                       SP001                       F0001                       LB001
  1988/12/31      10000.00                    10000.00                    10000.00                    10000.00
  1989/01/31      10378.86                    10732.00                    10291.00                    10144.00
  1989/02/28      10219.34                    10464.77                    10197.15                    10070.96
  1989/03/31      10309.07                    10708.60                    10317.27                    10114.27
  1989/04/30      10578.27                    11264.38                    10591.40                    10325.66
  1989/05/31      10887.34                    11720.59                    10843.16                    10597.22
  1989/06/30      11006.98                    11653.78                    11000.71                    10919.38
  1989/07/31      11326.02                    12706.12                    11417.74                    11151.96
  1989/08/31      11355.93                    12955.15                    11428.48                    10986.91
  1989/09/30      11355.93                    12902.04                    11455.90                    11042.94
  1989/10/31      11405.78                    12602.71                    11522.01                    11314.60
  1989/11/30      11485.54                    12859.81                    11660.61                    11422.09
  1989/12/31      11527.69                    13168.44                    11773.72                    11452.93
  1990/01/31      11158.89                    12284.84                    11489.86                    11316.64
  1990/02/28      11243.19                    12443.31                    11563.62                    11352.85
  1990/03/31      11359.10                    12773.06                    11677.41                    11360.80
  1990/04/30      11169.43                    12453.74                    11568.93                    11256.28
  1990/05/31      11759.51                    13667.97                    12063.04                    11589.47
  1990/06/30      11854.35                    13575.03                    12138.55                    11776.06
  1990/07/31      11843.81                    13531.59                    12214.42                    11938.57
  1990/08/31      11443.39                    12308.34                    11836.99                    11778.59
  1990/09/30      11211.58                    11708.92                    11732.94                    11876.35
  1990/10/31      11243.19                    11658.57                    11816.72                    12027.18
  1990/11/30      11780.58                    12411.72                    12171.45                    12285.77
  1990/12/31      12147.79                    12758.00                    12375.20                    12477.42
  1991/01/31      12795.97                    13314.25                    12612.31                    12632.14
  1991/02/28      13354.74                    14266.22                    12928.50                    12739.52
  1991/03/31      13578.25                    14611.46                    13072.01                    12827.42
  1991/04/30      13790.59                    14646.53                    13159.33                    12965.95
  1991/05/31      14137.03                    15279.26                    13368.30                    13041.16
  1991/06/30      13835.29                    14579.47                    13195.05                    13034.64
  1991/07/31      14204.08                    15258.87                    13460.27                    13215.82
  1991/08/31      14528.17                    15620.51                    13701.07                    13501.28
  1991/09/30      14550.52                    15359.65                    13767.80                    13775.36
  1991/10/31      14662.28                    15565.47                    13892.40                    13928.26
  1991/11/30      14405.24                    14938.18                    13800.43                    14056.40
  1991/12/31      15019.76                    16647.11                    14483.69                    14473.88
  1992/01/31      15236.74                    16337.47                    14324.82                    14277.03
  1992/02/29      15526.05                    16549.86                    14415.92                    14369.83
  1992/03/31      15526.05                    16227.13                    14310.83                    14289.36
  1992/04/30      15743.03                    16704.21                    14490.29                    14392.25
  1992/05/31      15899.73                    16786.06                    14632.19                    14664.26
  1992/06/30      15899.73                    16535.95                    14639.36                    14866.63
  1992/07/31      16225.20                    17212.27                    15039.10                    15169.91
  1992/08/31      16152.88                    16859.42                    14981.08                    15323.12
  1992/09/30      16273.42                    17058.36                    15149.80                    15505.47
  1992/10/31      16249.31                    17118.06                    15079.20                    15299.24
  1992/11/30      16610.94                    17701.79                    15270.71                    15302.30
  1992/12/31      16934.14                    17919.52                    15451.18                    15545.61
  1993/01/31      17225.45                    18070.05                    15645.18                    15844.09
  1993/02/28      17402.77                    18315.80                    15862.99                    16121.36
  1993/03/31      17975.71                    18702.26                    16026.45                    16189.07
  1993/04/30      18052.42                    18249.67                    15929.04                    16302.39
  1993/05/31      18435.97                    18738.76                    16099.89                    16323.58
  1993/06/30      18668.08                    18793.10                    16271.19                    16619.04
  1993/07/31      18951.91                    18717.93                    16292.28                    16713.77
  1993/08/31      19493.76                    19427.34                    16693.27                    17006.26
  1993/09/30      19481.53                    19277.75                    16676.91                    17052.18
  1993/10/31      20054.14                    19676.80                    16848.35                    17115.27
  1993/11/30      20015.09                    19489.87                    16718.78                    16969.79
  1993/12/31      20877.83                    19725.69                    16835.95                    17061.43
  1994/01/31      21555.68                    20396.37                    17167.48                    17291.76
  1994/02/28      20877.83                    19843.63                    16839.86                    16990.88
  1994/03/31      19867.84                    18978.44                    16404.98                    16571.21
  1994/04/30      19854.17                    19221.37                    16446.23                    16438.64
  1994/05/31      20018.25                    19536.60                    16557.01                    16436.99
  1994/06/30      19577.74                    19057.95                    16393.43                    16400.83
  1994/07/31      19962.97                    19683.05                    16740.57                    16727.21
  1994/08/31      20430.74                    20490.06                    17028.41                    16747.28
  1994/09/30      20182.51                    19988.05                    16779.05                    16501.09
  1994/10/31      20279.40                    20437.78                    16940.26                    16486.24
  1994/11/30      19974.87                    19693.44                    16692.49                    16449.97
  1994/12/31      19499.59                    19985.49                    16849.63                    16563.48
  1995/01/31      19344.50                    20503.72                    17166.04                    16891.44
  1995/02/28      19640.59                    21302.75                    17596.46                    17293.45
  1995/03/31      19953.26                    21931.39                    17866.53                    17398.94
  1995/04/30      20364.82                    22577.27                    18188.34                    17642.53
  1995/05/31      20847.33                    23479.68                    18791.94                    18325.29
  1995/06/30      21133.35                    24025.12                    19045.37                    18459.07
  1995/07/31      21718.80                    24821.79                    19288.08                    18418.46
  1995/08/31      21861.60                    24884.09                    19416.00                    18641.32
  1995/09/30      22219.16                    25934.20                    19835.62                    18822.14
  1995/10/31      22147.35                    25841.62                    19948.68                    19066.83
  1995/11/30      22563.87                    26976.06                    20440.58                    19352.83
  1995/12/31      23039.92                    27495.62                    20738.15                    19623.77
  1996/01/31      23534.15                    28431.57                    21091.65                    19753.29
  1996/02/29      23417.86                    28695.13                    21013.65                    19409.58
  1996/03/31      23419.07                    28971.47                    21038.24                    19273.71
  1996/04/30      23623.99                    29398.51                    21126.64                    19165.78
  1996/05/31      23872.82                    30156.69                    21349.66                    19127.45
  1996/06/30      24006.08                    30271.59                    21509.31                    19383.76
  1996/07/31      23548.68                    28934.19                    21168.86                    19436.09
  1996/08/31      23696.23                    29544.41                    21349.30                    19403.05
  1996/09/30      24523.08                    31207.17                    21989.95                    19740.67
  1996/10/31      25147.68                    32067.87                    22445.85                    20178.91
  1996/11/30      26337.40                    34491.88                    23299.15                    20523.97
  1996/12/31      25972.41                    33808.59                    23039.08                    20333.09
  1997/01/31      26760.88                    35920.96                    23797.99                    20396.13
  1997/02/28      26981.65                    36202.58                    23924.36                    20447.12
  1997/03/31      25961.97                    34715.01                    23336.66                    20220.15
  1997/04/30      26852.28                    36787.50                    24184.71                    20523.46
  1997/05/31      28171.84                    39027.12                    25025.61                    20718.43
  1997/06/30      28891.29                    40775.54                    25714.32                    20964.98
  1997/07/31      30541.76                    44020.05                    27028.71                    21531.03
  1997/08/31      29724.53                    41554.04                    26192.17                    21348.02
  1997/09/30      30689.57                    43829.96                    27076.55                    21663.97
  1997/10/31      30302.12                    42366.04                    26793.06                    21978.10
  1997/11/30      31077.03                    44327.16                    27474.00                    22079.20
  1997/12/31      31757.66                    45088.26                    27832.67                    22302.20
  1998/01/31      32017.26                    45586.93                    28142.45                    22587.67
  1998/02/28      33436.41                    48874.66                    29158.68                    22569.60
  1998/03/31      34150.13                    51377.53                    29958.64                    22646.33
  1998/04/30      33888.64                    51894.39                    30185.13                    22764.09
  1998/05/31      33540.00                    51002.33                    30053.98                    22980.35
  1998/06/30      34328.81                    53074.04                    30779.48                    23175.68
  1998/07/31      34434.22                    52508.80                    30654.98                    23224.35
  1998/08/31      30990.80                    44917.08                    28652.90                    23602.91
  1998/09/30      32328.02                    47794.47                    29854.03                    24155.22
IMATRL PRASUN   SHR__CHT 19980930 19981006 111711 R00000000000120
</TABLE>
$10,000 OVER LIFE OF FUND: Let's say hypothetically that $10,000 was
invested in Fidelity Asset Manager Fund on December 31, 1988, shortly
after the fund started. As the chart shows, by September 30, 1998, the
value of the investment would have grown to $32,328 - a 223.28%
increase on the initial investment. For comparison, look at how both
the S&P 500 Index, a widely recognized unmanaged index of common
stocks, and the Lehman Brothers Aggregate Bond Index, a market value
weighted performance benchmark for investment-grade fixed-rate debt
issues, including government, corporate, asset-backed, and
mortgage-backed securities with maturities of at least one year, did
over the same period. With dividends and capital gains, if any,
reinvested, the same $10,000 investment in the S&P 500 Index would
have grown to $47,794 - a 377.94% increase. If $10,000 was invested in
the Lehman Brothers Aggregate Bond Index, it would have grown to
$24,155 - a 141.55% increase. You can also look at how the Fidelity
Asset Allocation Composite Index, a hypothetical combination of
unmanaged indices, did over the same period. The composite index
combines the total returns of the S&P 500 Index (+377.94%), the Lehman
Brothers Aggregate Bond Index (+141.55%) and the Lehman Brothers 3
Month T-Bill Index (+70.10%) according to the fund's neutral mix*, and
assumes monthly rebalancing of the mix. With dividends and capital
gains, if any, reinvested, the same $10,000 investment would have
grown to $29,854 - a 198.54% increase.
 
(checkmark)UNDERSTANDING
PERFORMANCE
How a fund did yesterday is 
no guarantee of how it will do 
tomorrow. 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.
 
* CURRENTLY 50% STOCKS, 40% BONDS AND 10% SHORT-TERM/MONEY MARKET
INSTRUMENTS EFFECTIVE JANUARY 1, 1997; 40%, 40% AND 20%, RESPECTIVELY,
BETWEEN JUNE 1, 1992 AND DECEMBER 31, 1996; 30%, 40%, AND 30%,
RESPECTIVELY, PRIOR TO JUNE 1, 1992.
 
MARKET RECAP
Against a backdrop of financial and economic instability in many of
the world's  developed and emerging markets on the one hand, and a
resilient domestic economy on the other, the U.S. stock and bond
markets experienced extreme volatility during the 12-month period that
ended September 30, 1998. 
STOCKS: The 12-month period that drew to a close on September 30,
1998, is one equity investors will remember for years to come. The
period began as it ended: with unusually volatile markets. In October
1997, the Dow Jones Industrial Average - an index of 30 blue-chip
stocks - tumbled over 550 points in one day on the news of worsening
economic conditions in Asia. The Dow rebounded the following day,
however, rising 330 points as investors focused on higher-quality
stocks with strong liquidity and minimal international exposure. This
trend continued in the first and second quarters of 1998, as U.S.
economic growth chugged along on the rails of near-record lows for
inflation, unemployment and interest rates. Unfortunately, emerging
markets - particularly in Russia and Latin America - seemed to catch
the so-called "Asian contagion," causing a free-fall in the U.S. stock
market. On August 31, the Dow plunged 512.61 points - erasing all
previous gains for the year. Appropriately, the Dow closed on
September 30 with a 237.90 loss, triggered by investor disappointment
over a lower-than-hoped-for reduction in the federal funds rate. For
the 12-month period ending September 30, 1998, the Dow eked out a
barely positive gain of 0.40%, while the Standard & Poor's 500 Index -
a market-capitalization weighted index of 500 widely held U.S. stocks
- - returned 9.05%.
BONDS: As a safe haven from turbulent stock markets worldwide, bond
markets reaped the benefits from the flight to quality by anxious
investors during the 12-month period ending September 30, 1998. The
Lehman Brothers Aggregate Bond Index - a broad measure of the U.S.
taxable investment-grade bond market - returned 11.51% over the past
year, over two and one-half times higher than the 4.54% return
generated for the six-month period ending March 31, 1998. The buying
surge sent Treasury-bond yields - which move in the opposite direction
of bond prices - to their lowest level in over three decades, as the
yield on the benchmark 30-year bond fell to 4.96%. In spite of the
global economic crisis that dominated the period, the U.S. enjoyed low
interest rates, low inflation and a stable economy, which aided the
performance of corporate bonds. The Lehman Brothers Corporate Bond
Index returned 11.07% for the 12-month period. Mortgage-backed bonds
also performed well, although lower interest rates resulted in higher
refinancing activity. The Lehman Brothers Mortgage Backed Securities
Index had a 12-month return of 8.62%. Interest rates fell even lower
late in the period, as the Federal Reserve lowered the fed funds rate
by 0.25%, the first rate cut in nearly three years. The period's
biggest losers were shareholders of emerging-market debt, as the JP
Morgan Emerging Markets Bond Index lost 20.89% over the past 12
months.   
 
FUND TALK: THE MANAGER'S OVERVIEW
 
(PHOTOGRAPH OF RICHARD HABERMANN)
 
An interview with Richard Habermann, Portfolio Manager of Fidelity
Asset Manager
Q. HOW DID THE FUND PERFORM, DICK?
A. For the 12-month period that ended September 30, 1998, the fund
returned 5.34%. That trailed the 10.26% return of the Fidelity Asset
Allocation Composite Index, but beat the 2.20% return of the flexible
portfolio funds average, according to Lipper Analytical Services. The
fund's competitive performance relative to its peer group was due in
large part to Asset Manager's balanced approach to asset allocation.
Many funds within the peer group were fairly aggressive in terms of
asset allocation and security exposure - factors that detracted from
peer group performance late in the period as equity markets stumbled.
In contrast, Asset Manager's comparatively high bond allocation
benefited the fund's performance relative to its peers.
Q. WHAT WAS YOUR STRATEGY IN TERMS OF ASSET ALLOCATION?
A. The fund's neutral mix generally calls for 50% to be invested in
stocks, 40% in bonds and 10% in short-term/money market instruments.
Given the market volatility we witnessed throughout the period,
however - particularly during the past six months - the percentage in
stocks was scaled back and the fund's exposure to bonds was increased.
This decision was made during the summer months based on a belief that
global market turmoil could creep into U.S. corporate circles and have
a negative impact on earnings growth. In retrospect, this turned out
to be a sound strategy. Another adjustment was made during the last
month of the period, when the fund's stock exposure was ramped back up
based on two factors. First, equity valuations generally improved as
many markets observed significant declines late in the period. Second,
the U.S. Federal Reserve Board appeared ready to stoke the economy by
lowering interest rates, which it eventually did in late September.
Whenever investors are given reason to be confident, stocks generally
perform well. Overall, I was happy with these allocation shifts.
Q. HOW DID THE FUND'S EQUITY SUBPORTFOLIO PERFORM DURING THE PERIOD?
A. In terms of the fund's equity positions - which are managed by Tom
Sprague - industry selection was positive but individual security
selection within those industries hurt performance relative to the
Standard & Poor's 500 Index. For instance, the fund was
well-represented in the technology sector, but while technology stocks
accounted for approximately one-fourth of the S&P 500's gain, Asset
Manager's technology positions were largely a drag on performance.
Looking back on the period, we simply didn't own enough of the names
that did really well. The fund had positions in strong performers such
as Microsoft, for example, but not enough to positively influence
performance relative to the S&P 500. Some of the individual
disappointments included French telecommunications equipment company
Alcatel, as well as multi-franchise business and consumer services
company Cendant. Lastly, the fund's exposure to pharmaceutical stocks
in general was beneficial as interest in defensive areas of the market
peaked towards the end of the period.
Q. WHICH EQUITY INVESTMENTS BENEFITED THE FUND'S PERFORMANCE?
A. Home mortgage financers Fannie Mae and Freddie Mac continued their
strong run during the period. Many homeowners took advantage of the
lower interest rates prevalent in the U.S. to refinance their
mortgages. Both companies benefited from increased refinancing volume,
as well as attractive yield spreads between mortgage-related bonds and
Treasury bonds. Another strong performer was retail-store chain
Wal-Mart, which benefited from strong consumer spending.
Q. WHAT ABOUT THE BOND PORTION OF THE FUND?
A. While turning in positive returns, the fund's fixed-income
investments lagged the fixed-income benchmark during the period. There
were two primary reasons for this. First, the fund's tactical
allocation toward high-yield securities - which are managed by Fred
Hoff - benefited performance throughout much of the period but proved
a net negative down the stretch as the market corrected. Second, the
fund's investment-grade bond exposure - which is overseen by Charlie
Morrison - was overweighted in corporate and mortgage-backed bonds,
both of which underperformed as a flight to quality caused U.S.
Treasuries to outperform all other fixed-income sectors. During the
last two months of the period, this flight to quality was spurred
primarily by the ongoing troubles in overseas markets. Simultaneously,
stock investors became concerned with their risk exposure and many
opted for more conservative investments. As a result, U.S. Treasury
bonds benefited tremendously. While corporate and mortgage-backed
securities performed well over the period, they were unable to keep
pace with Treasuries.
Q. WHAT WAS YOUR STRATEGY WITH RESPECT TO THE FUND'S SHORT-TERM/MONEY
MARKET INVESTMENTS?
A. Unlike six months ago, when we were focusing on investments with
shorter maturities, the unpredictability of the stock market caused us
to take a somewhat longer-term approach. John Todd, who manages the
fund's short-term/money market subportfolio, began to look at
securities with one-year maturities during the second half of the
period. As uncertainty continued to prevail in the financial markets,
however, John began to look more closely at the three- to six-month
range. Throughout the summer months, it appeared unlikely that the Fed
would take action and cut interest rates, yet the market itself had
been pricing in a potential rate tightening. On average the fund's
short-term investments were longer in maturity than the three-month
Treasury bill benchmark and had more exposure to higher-yielding
investments. This helped relative performance during the period.
Q. WHAT'S YOUR OUTLOOK GOING FORWARD?
A. I think it's important that shareholders of the fund understand
that the market is going to go through this sort of volatility every
now and then. The returns we've seen 
over the past year are much closer to the market's historical yearly
average than the 20% returns some investors have become accustomed to.
Should the Fed lower interest rates again - thus making it easier for
corporations to borrow or raise capital - we could see increased
growth and better valuations across the board. In terms of equities,
we may also begin to see more stocks participate in the market's
gains. This would be an attractive development and would play nicely
to our stock-picking strengths.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO
MANAGER ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON
THE COVER. THE MANAGER'S VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED
ON MARKET AND OTHER CONDITIONS.
 
(CHECKMARK)FUND FACTS
GOAL: HIGH TOTAL RETURN WITH 
REDUCED RISK OVER THE LONG TERM 
BY ALLOCATING ASSETS AMONG 
STOCKS, BONDS AND SHORT-TERM 
AND MONEY MARKET INSTRUMENTS 
OF ALL TYPES
FUND NUMBER: 314
TRADING SYMBOL: FASMX
START DATE: DECEMBER 28, 1988
SIZE: AS OF SEPTEMBER 30, 1998, 
MORE THAN $11.5 BILLION
MANAGER: RICHARD HABERMANN, 
SINCE 1996; MANAGER, FIDELITY 
ASSET MANAGER: INCOME AND 
FIDELITY ASSET MANAGER: GROWTH, 
SINCE 1996; FIDELITY TREND FUND, 
1977-1981; FIDELITY MAGELLAN 
FUND, 1972-1977; JOINED 
FIDELITY IN 1968
 
DICK HABERMANN ON THE 
CONCERNS POSED BY HEDGE 
FUNDS:
"THERE'S BEEN A LOT OF TALK ABOUT HEDGE 
FUNDS LATELY, PARTICULARLY WITH THE 
RECENT NEAR-COLLAPSE OF LONG-TERM 
CAPITAL MANAGEMENT. NOT ALL INVESTORS 
MAY BE FAMILIAR WITH HOW THESE TYPES OF 
FUNDS OPERATE, NOR HOW THEY CAN 
POTENTIALLY AFFECT OTHER TYPES OF 
INVESTMENTS SUCH AS MUTUAL FUNDS.
"A HEDGE FUND SEEKS TO TAKE ADVANTAGE 
OF INEFFICIENCIES IN CAPITAL MARKETS. THIS 
COULD BE IN STOCKS, BONDS, 
EMERGING-MARKET DEBT OR OTHER 
INVESTMENTS. HEDGE FUNDS CAN BE HIGHLY 
LEVERAGED AND TYPICALLY TAKE AMPLE 
INVESTMENT RISKS. OF COURSE, THE 
ATTRACTIVENESS TO INVESTORS IS THE 
POTENTIALLY LUCRATIVE RETURNS THEY CAN 
PROVIDE.
"IN THE CASE OF LONG-TERM CAPITAL, THE 
FUND HAD RATHER EXTREME LEVERAGE WITHIN 
ITS BOND ALLOCATION. UNFORTUNATELY, THE 
MARKET TURMOIL LATE IN THE PERIOD FORCED 
FIRMS SUCH AS LONG-TERM CAPITAL TO 
`UNWIND' SOME OF THESE LEVERAGED 
STRATEGIES BY SELLING LARGE AMOUNTS OF 
SECURITIES. AFTER REALIZING THAT SUCH A 
CONTINUING GLUT OF SUPPLY HITTING THE 
MARKETS WOULD BE PARALYZING, A NUMBER 
OF ENTITIES COLLABORATED ON A FINANCIAL 
PLAN TO ASSIST LONG-TERM CAPITAL.
"WHAT DOES THIS TYPE OF SITUATION MEAN 
FOR FUNDS SUCH AS THE ASSET MANAGERS? 
WELL, IF LONG-TERM CAPITAL HAD UNLEASHED 
ALL OF ITS BOND HOLDINGS, IT WOULD HAVE PUT 
INCREDIBLE LIQUIDITY PRESSURE ON SOME OF 
THE SECTORS IN WHICH WE INVEST. INVESTORS 
ALSO WOULD HAVE HAD DIFFICULTY 
DETERMINING WHETHER PRICING WAS FAIR 
OR NOT. IN ESSENCE, THIS ONE SITUATION 
COULD HAVE PLUNGED THE U.S. DIRECTLY 
INTO A CAPITAL MARKETS `FREEZE.' 
FORTUNATELY, IT DIDN'T COME TO THAT, AND 
IN THE END, INVESTORS HOPEFULLY BECAME 
MORE EDUCATED ABOUT THE RISKS HEDGE 
FUNDS TAKE."
 
INVESTMENT CHANGES 
 
 
<TABLE>
<CAPTION>
<S>                                       <C>           <C>                          
TOP FIVE STOCKS AS OF SEPTEMBER 30, 1998                                             
 
                                          % OF FUND'S   % OF FUND'S INVESTMENTS IN   
                                          INVESTMENTS   THESE STOCKS 6 MONTHS AGO    
 
PHILIP MORRIS                              1.7           3.1                         
COMPANIES, INC.                                                                      
 
MERCK & CO., INC.                          1.5           0.2                         
 
BRISTOL-MYERS SQUIBB                       1.2           0.0                         
CO.                                                                                  
 
MICROSOFT CORP.                            1.0           0.3                         
 
GENERAL ELECTRIC CO.                       1.0           0.4                         
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                          <C>           <C>                          
TOP FIVE BONDS ISSUERS AS OF SEPTEMBER 30,                                              
1998                                                                                    
 
(WITH MATURITIES MORE                        % OF FUND'S   % OF FUND'S INVESTMENTS IN   
THAN ONE YEAR)                               INVESTMENTS   THESE ISSUERS 6 MONTHS AGO   
 
FANNIE MAE                                    5.1           6.2                         
 
U.S. TREASURY                                 2.6           2.7                         
 
GOVERNMENT                                    1.9           0.7                         
NATIONAL MORTGAGE                                                                       
ASSOCIATION                                                                             
 
FREDDIE MAC                                   0.7           0.7                         
 
FORD MOTOR CREDIT                             0.6           0.6                         
CO.                                                                                     
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                           <C>           <C>                          
TOP FIVE MARKET SECTORS AS OF SEPTEMBER 30,                                              
1998                                                                                     
 
                                              % OF FUND'S   % OF FUND'S INVESTMENTS IN   
                                              INVESTMENTS   THESE MARKET SECTORS         
                                                            6 MONTHS AGO                 
 
FINANCE                                        13.3          18.5                        
 
TECHNOLOGY                                     10.0          6.2                         
 
HEALTH                                         8.9           5.2                         
 
MEDIA & LEISURE                                8.2           7.2                         
 
UTILITIES                                      5.6           8.4                         
 
</TABLE>
 
ASSET ALLOCATION              
 
AS OF SEPTEMBER 30, 1998 * 
ROW: 1, COL: 1, VALUE: 49.0
ROW: 1, COL: 2, VALUE: 38.0
ROW: 1, COL: 3, VALUE: 13.0
STOCK CLASS 49%
BOND CLASS 38%
SHORT-TERM CLASS 13%
*FOREIGN
INVESTMENTS 6%
 
AS OF MARCH 31, 1998 ** 
ROW: 1, COL: 1, VALUE: 57.0
ROW: 1, COL: 2, VALUE: 34.0
ROW: 1, COL: 3, VALUE: 9.0
STOCK CLASS  57%
BOND CLASS 34%
SHORT-TERM CLASS 9%
**FOREIGN
INVESTMENTS 9%
 
 
ASSET ALLOCATIONS IN THE PIE CHARTS REFLECT THE CATEGORIZATION OF
ASSETS AS DEFINED IN THE FUND'S PROSPECTUS IN EFFECT AS OF THE TIME
PERIODS INDICATED ABOVE. FINANCIAL STATEMENT CATEGORIZATIONS CONFORM
TO ACCOUNTING STANDARDS AND WILL DIFFER FROM THE PIE CHART.
 
INVESTMENTS SEPTEMBER 30, 1998  
Showing Percentage of Total Value of Investment in Securities
 
COMMON STOCKS - 47.6%                                                  
 
                                          SHARES      VALUE (NOTE 1)   
                                                      (000S)           
 
AEROSPACE & DEFENSE - 1.2%                                             
 
AEROSPACE & DEFENSE - 0.8%                                             
 
AlliedSignal, Inc.                         581,480    $ 20,570         
 
Gulfstream                                 939,700     37,823          
Aerospace                                                              
Corp. (a)                                                              
 
Sundstrand Corp.                           658,400     30,533          
 
                                                       88,926          
 
DEFENSE ELECTRONICS - 0.2%                                             
 
Raytheon Co.:                                                          
 
Class A                                    324,299     16,803          
 
Class B                                    117,800     6,354           
 
                                                       23,157          
 
SHIP BUILDING & REPAIR - 0.2%                                          
 
General Dynamics                           506,100     25,400          
Corp.                                                                  
 
TOTAL AEROSPACE & DEFENSE                              137,483         
 
BASIC INDUSTRIES - 1.0%                                                
 
CHEMICALS & PLASTICS - 0.3%                                            
 
Cytec Industries,                          103,800     1,855           
Inc. (a)                                                               
 
du Pont (E.I.) de                          134,800     7,566           
Nemours & Co.                                                          
 
Great Lakes                                510,300     19,838          
Chemical Corp.                                                         
 
                                                       29,259          
 
METALS & MINING - 0.2%                                                 
 
Aluminum Co. of                            400,000     28,400          
America                                                                
 
PACKAGING & CONTAINERS - 0.4%                                          
 
Owens-Illinois,                            2,029,300   50,733          
Inc. (a)                                                               
 
PAPER & FOREST PRODUCTS - 0.1%                                         
 
Stone Container                            982,700     8,476           
Corp. (a)                                                              
 
TOTAL BASIC INDUSTRIES                                 116,868         
 
CONSTRUCTION & REAL ESTATE - 0.2%                                      
 
BUILDING MATERIALS - 0.1%                                              
 
Masco Corp.                                703,600     17,326          
 
REAL ESTATE INVESTMENT TRUSTS - 0.1%                                   
 
Starwood Hotels &                          365,000     11,133          
Resorts Trust                                                          
 
TOTAL CONSTRUCTION & REAL                              28,459          
ESTATE                                                                 
 
COMMON STOCKS - CONTINUED                                              
 
                                          SHARES      VALUE (NOTE 1)   
                                                      (000S)           
 
DURABLES - 0.7%                                                        
 
AUTOS, TIRES, & ACCESSORIES - 0.2%                                     
 
Federal-Mogul Corp.                        418,300    $ 19,556         
                                                                       
 
CONSUMER ELECTRONICS - 0.1%                                            
 
Black & Decker                             293,100     12,200          
Corp.                                                                  
 
HOME FURNISHINGS - 0.4%                                                
 
Leggett & Platt, Inc.                      2,171,400   45,057          
 
TEXTILES & APPAREL - 0.0%                                              
 
Arena Brands                               130,444     3,261           
Holdings Corp.                                                         
Class B                                                                
 
TOTAL DURABLES                                         80,074          
 
ENERGY - 2.5%                                                          
 
ENERGY SERVICES - 0.3%                                                 
 
Halliburton Co.                            1,134,500   32,404          
 
OIL & GAS - 2.2%                                                       
 
Anadarko Petroleum                         333,400     13,107          
Corp.                                                                  
 
British Petroleum Co.                      417,678     36,442          
PLC ADR                                                                
 
Coastal Corp. (The)                        1,078,600   36,403          
 
Occidental Petroleum                       647,100     13,913          
Corp.                                                                  
 
Royal Dutch                                457,100     21,769          
Petroleum Co. (NY                                                      
Registry Gilder                                                        
1.25)                                                                  
 
Texaco, Inc.                               406,300     25,470          
 
Tosco Corp.                                1,068,000   22,962          
 
Total SA:                                                              
 
Class B                                    79,703      10,008          
 
sponsored ADR                              506,572     31,819          
 
USX-Marathon                               928,700     32,911          
Group                                                                  
 
Valero Energy Co.                          772,400     15,351          
 
                                                       260,155         
 
TOTAL ENERGY                                           292,559         
 
FINANCE - 6.9%                                                         
 
BANKS - 1.7%                                                           
 
Bank of New York                           1,778,400   48,684          
Co., Inc.                                                              
 
Citicorp                                   668,200     62,101          
 
NationsBank Corp.                          874,800     46,802          
 
Norwest Corp.                              700,000     25,069          
 
U.S. Bancorp                               410,100     14,584          
 
                                                       197,240         
 
COMMON STOCKS - CONTINUED                                              
 
                                          SHARES      VALUE (NOTE 1)   
                                                      (000S)           
 
FINANCE - CONTINUED                                                    
 
CREDIT & OTHER FINANCE - 1.5%                                          
 
American Express                           284,200    $ 22,061         
Co.                                                                    
 
Associates First                           479,000     31,255          
Capital Corp.                                                          
 
Fleet Financial                            1,069,734   78,559          
Group, Inc.                                                            
 
Household                                  1,080,700   40,526          
International, Inc.                                                    
 
Providian Financial                        100,000     8,481           
Corp.                                                                  
 
                                                       180,882         
 
FEDERAL SPONSORED CREDIT - 1.3%                                        
 
Fannie Mae                                 1,767,300   113,549         
 
Freddie Mac                                852,200     42,131          
 
                                                       155,680         
 
INSURANCE - 2.0%                                                       
 
AFLAC, Inc.                                1,070,200   30,568          
 
Allstate Corp.                             406,326     16,939          
 
AMBAC, Inc.                                1,272,200   61,066          
 
American                                   309,938     23,865          
International                                                          
Group, Inc.                                                            
 
MBIA, Inc.                                 463,900     24,906          
 
MGIC Investment                            180,000     6,638           
Corp.                                                                  
 
Progressive Corp.                          120,000     13,530          
 
Travelers Property                         370,000     11,817          
Casualty Corp.                                                         
Class A                                                                
 
UNUM Corp.                                 868,000     43,129          
 
                                                       232,458         
 
SAVINGS & LOANS - 0.4%                                                 
 
Ahmanson (H.F.) &                          796,000     44,178          
Co.                                                                    
 
TOTAL FINANCE                                          810,438         
 
HEALTH - 8.5%                                                          
 
DRUGS & PHARMACEUTICALS - 5.1%                                         
 
American Home                              1,083,400   56,743          
Products Corp.                                                         
 
Amgen, Inc. (a)                            100,000     7,556           
 
Bristol-Myers Squibb                       1,344,100   139,618         
Co.                                                                    
 
Lilly (Eli) & Co.                          500,000     39,156          
 
Merck & Co., Inc.                          1,345,200   174,287         
 
Pfizer, Inc.                               391,000     41,422          
 
Schering-Plough                            990,200     102,548         
Corp.                                                                  
 
Warner-Lambert Co.                         525,100     39,645          
 
                                                       600,975         
 
COMMON STOCKS - CONTINUED                                              
 
                                          SHARES      VALUE (NOTE 1)   
                                                      (000S)           
 
HEALTH - CONTINUED                                                     
 
MEDICAL EQUIPMENT & SUPPLIES - 2.4%                                    
 
Bergen Brunswig                            744,800    $ 37,659         
Corp. Class A                                                          
 
Biomet, Inc.                               908,700     31,521          
 
Cardinal Health, Inc.                      380,100     39,245          
                                                                       
 
Guidant Corp.                              100,000     7,425           
 
Johnson & Johnson                          513,100     40,150          
 
McKesson Corp.                             410,300     37,594          
 
Medtronic, Inc.                            242,600     14,040          
 
Omnicare, Inc.                             1,522,300   53,661          
 
Sofamor/Danek                              286,700     25,516          
Group, Inc. (a)                                                        
 
                                                       286,811         
 
MEDICAL FACILITIES MANAGEMENT - 1.0%                                   
 
Health Management                          1,551,900   28,322          
Associates, Inc.                                                       
Class A (a)                                                            
 
HEALTHSOUTH                                1,808,600   19,103          
Corp. (a)                                                              
 
Humana, Inc. (a)                           1,273,900   20,860          
 
Lincare Holdings,                          430,000     16,663          
Inc. (a)                                                               
 
Tenet Healthcare                           1,072,800   30,843          
Corp. (a)                                                              
 
                                                       115,791         
 
TOTAL HEALTH                                           1,003,577       
 
INDUSTRIAL MACHINERY & EQUIPMENT - 3.1%                                
 
ELECTRICAL EQUIPMENT - 1.2%                                            
 
Alcatel Alsthom                            107,400     9,125           
Compagnie                                                              
Generale                                                               
d'Electricite SA                                                       
 
Alcatel Alsthom                            507,000     8,619           
Compagnie                                                              
Generale                                                               
d'Electricite SA                                                       
sponsored ADR                                                          
 
Emerson Electric Co.                       140,000     8,715           
 
General Electric Co.                       1,456,300   115,867         
 
                                                       142,326         
 
INDUSTRIAL MACHINERY & EQUIPMENT - 1.2%                                
 
Case Corp.                                 463,800     10,088          
 
Ingersoll-Rand Co.                         472,000     17,907          
 
Tyco International                         2,010,200   111,064         
Ltd.                                                                   
 
                                                       139,059         
 
POLLUTION CONTROL - 0.7%                                               
 
Waste Management,                          1,800,345   86,529          
Inc.                                                                   
 
TOTAL INDUSTRIAL MACHINERY                             367,914         
& EQUIPMENT                                                            
 
COMMON STOCKS - CONTINUED                                              
 
                                          SHARES      VALUE (NOTE 1)   
                                                      (000S)           
 
MEDIA & LEISURE - 2.2%                                                 
 
BROADCASTING - 0.7%                                                    
 
CBS Corp.                                  760,800    $ 18,449         
 
Clear Channel                              539,400     25,622          
Communications,                                                        
Inc. (a)                                                               
 
Loral Orion Network                                                    
Systems, Inc.                                                          
warrants                                                               
1/15/07:                                                               
 
(CV ratio .47) (a)                         8,520       72              
 
(CV ratio .6) (a)                          2,550       28              
 
MediaOne Group,                            458,000     20,352          
Inc. (a)                                                               
 
Time Warner, Inc.                          269,347     23,585          
 
                                                       88,108          
 
ENTERTAINMENT - 0.3%                                                   
 
Alliance Gaming                            11,764      24              
Corp. (a)(k)                                                           
 
Carnival Corp.                             870,800     27,702          
 
Premier Parks,                             352,000     6,160           
Inc. (a)                                                               
 
                                                       33,886          
 
LODGING & GAMING - 0.2%                                                
 
Aladdin Gaming                             67,100      1               
Enterprises, Inc.                                                      
warrants                                                               
3/1/10 (a)(f)                                                          
 
Fitzgeralds South,                         1,640       0               
Inc. warrants                                                          
3/15/99 (a)(f)                                                         
 
Harrah's                                   1,330,300   17,710          
Entertainment,                                                         
Inc. (a)                                                               
 
                                                       17,711          
 
PUBLISHING - 0.1%                                                      
 
Gannet Co., Inc.                           200,000     10,713          
 
RESTAURANTS - 0.9%                                                     
 
Darden Restaurants,                        1,844,900   29,518          
Inc.                                                                   
 
Marriott                                   843,700     20,143          
International, Inc.                                                    
Class A                                                                
 
McDonald's Corp.                           730,400     43,596          
 
Papa John's                                306,500     10,115          
International,                                                         
Inc. (a)                                                               
 
                                                       103,372         
 
TOTAL MEDIA & LEISURE                                  253,790         
 
NONDURABLES - 4.3%                                                     
 
BEVERAGES - 0.5%                                                       
 
PepsiCo, Inc.                              1,914,800   56,367          
 
FOODS - 1.0%                                                           
 
Heinz (H.J.) Co.                           120,000     6,135           
 
Hershey Foods Corp.                        268,600     18,382          
                                                                       
 
Quaker Oats Co.                            575,000     33,925          
 
COMMON STOCKS - CONTINUED                                              
 
                                          SHARES      VALUE (NOTE 1)   
                                                      (000S)           
 
NONDURABLES - CONTINUED                                                
 
FOODS - CONTINUED                                                      
 
Ralston Purina Co.                         555,700    $ 16,254         
 
Sara Lee Corp.                             798,000     43,092          
 
                                                       117,788         
 
HOUSEHOLD PRODUCTS - 1.2%                                              
 
Avon Products, Inc.                        497,400     13,958          
 
Clorox Co.                                 268,600     22,160          
 
Gillette Co.                               1,138,400   43,544          
 
Procter & Gamble                           868,400     61,602          
Co.                                                                    
 
                                                       141,264         
 
TOBACCO - 1.6%                                                         
 
Philip Morris                              4,252,200   195,867         
Companies, Inc.                                                        
 
TOTAL NONDURABLES                                      511,286         
 
RETAIL & WHOLESALE - 3.5%                                              
 
APPAREL STORES - 0.2%                                                  
 
Lamonts Apparel,                                                       
Inc.:                                                                  
 
Class A warrants                           401,276     100             
1/31/08 (a)                                                            
 
Class A (a)(l)                             645,784     404             
 
Class B warrants                           127,531     32              
1/31/08 (a)                                                            
 
Payless ShoeSource,                        471,100     19,492          
Inc. (a)                                                               
 
                                                       20,028          
 
DRUG STORES - 0.8%                                                     
 
CVS Corp.                                  748,400     32,789          
 
Rite Aid Corp.                             1,475,800   52,391          
 
Walgreen Co.                               100,000     4,406           
 
                                                       89,586          
 
GENERAL MERCHANDISE STORES - 1.1%                                      
 
Consolidated Stores                        893,350     17,532          
Corp. (a)                                                              
 
Costco Companies,                          380,000     18,003          
Inc. (a)                                                               
 
Federated                                  448,600     16,318          
Department Stores,                                                     
Inc. (a)                                                               
 
Saks Holdings,                             1,216,675   27,299          
Inc. (a)                                                               
 
Wal-Mart Stores, Inc.                      849,300     46,393          
                                                                       
 
                                                       125,545         
 
GROCERY STORES - 0.9%                                                  
 
Albertson's, Inc.                          330,000     17,861          
 
COMMON STOCKS - CONTINUED                                              
 
                                          SHARES      VALUE (NOTE 1)   
                                                      (000S)           
 
RETAIL & WHOLESALE - CONTINUED                                         
 
GROCERY STORES - CONTINUED                                             
 
Meyer (Fred), Inc. (a)                     413,000    $ 16,055         
 
Safeway, Inc. (a)                          1,649,400   76,491          
 
                                                       110,407         
 
RETAIL & WHOLESALE, MISCELLANEOUS - 0.5%                               
 
Bed Bath & Beyond,                         570,000     13,324          
Inc. (a)                                                               
 
Circuit City Stores,                       755,000     25,151          
Inc. - Circuit City                                                    
Group                                                                  
 
Home Depot, Inc.                           696,600     27,516          
 
                                                       65,991          
 
TOTAL RETAIL & WHOLESALE                               411,557         
 
SERVICES - 0.9%                                                        
 
ADVERTISING - 0.3%                                                     
 
Interpublic Group of                       448,400     24,186          
Companies, Inc.                                                        
 
Omnicom Group,                             303,000     13,635          
Inc.                                                                   
 
                                                       37,821          
 
EDUCATIONAL SERVICES - 0.2%                                            
 
Apollo Group, Inc.                         617,100     17,202          
Class A (a)                                                            
 
SERVICES - 0.4%                                                        
 
AccuStaff, Inc. (a)                        911,500     13,274          
 
Cendant Corp. (a)                          1,483,322   17,244          
 
Computer Horizons                          782,000     19,501          
Corp. (a)                                                              
 
                                                       50,019          
 
TOTAL SERVICES                                         105,042         
 
TECHNOLOGY - 9.5%                                                      
 
COMMUNICATIONS EQUIPMENT - 0.7%                                        
 
Aspect                                     878,100     21,074          
Telecommunication                                                      
s Corp. (a)                                                            
 
Cisco Systems,                             864,300     53,425          
Inc. (a)                                                               
 
Globalstar                                 4,540       114             
Telecommunication                                                      
s Ltd. warrants                                                        
2/15/04 (a)(f)                                                         
 
Lucent Technologies,                       80,000      5,525           
Inc.                                                                   
 
                                                       80,138          
 
COMPUTER SERVICES & SOFTWARE - 3.2%                                    
 
America Online, Inc.                       373,800     41,585          
                                                                       
 
Automatic Data                             288,800     21,588          
Processing, Inc.                                                       
 
BMC Software, Inc.                         385,400     23,148          
 
COMMON STOCKS - CONTINUED                                              
 
                                          SHARES      VALUE (NOTE 1)   
                                                      (000S)           
 
TECHNOLOGY - CONTINUED                                                 
 
COMPUTER SERVICES & SOFTWARE - CONTINUED                               
 
Ciber, Inc. (a)                            700,000    $ 14,131         
 
CompUSA, Inc. (a)                          767,600     13,289          
 
Compuware                                  676,000     39,800          
Corp. (a)                                                              
 
Equifax, Inc.                              751,100     26,805          
 
IMS Health, Inc.                           332,400     20,588          
 
Keane, Inc. (a)                            415,100     14,580          
 
Microsoft Corp. (a)                        1,095,800   120,606         
 
Shared Medical                             384,300     20,440          
Systems Corp.                                                          
 
SunGard Data                               542,900     17,101          
Systems, Inc. (a)                                                      
 
                                                       373,661         
 
COMPUTERS & OFFICE EQUIPMENT - 2.8%                                    
 
Comdisco, Inc.                             3,324,700   45,299          
 
Compaq Computer                            850,000     26,881          
Corp.                                                                  
 
Comverse                                   308,200     12,598          
Technology, Inc. (a)                                                   
 
EMC Corp. (a)                              665,400     38,053          
 
Fore Systems, Inc. (a)                     2,478,900   41,212          
 
International Business                     555,200     71,066          
Machines Corp.                                                         
 
Pitney Bowes, Inc.                         1,178,400   64,296          
 
Symbol Technologies,                       593,500     30,454          
Inc.                                                                   
 
                                                       329,859         
 
ELECTRONIC INSTRUMENTS - 0.3%                                          
 
Applied Materials,                         267,100     6,744           
Inc. (a)                                                               
 
KLA-Tencor Corp. (a)                       320,000     7,960           
 
Novellus Systems,                          230,600     6,053           
Inc. (a)                                                               
 
Perkin-Elmer Corp.                         79,500      5,461           
 
Varian Associates,                         400,000     14,100          
Inc.                                                                   
 
                                                       40,318          
 
ELECTRONICS - 2.5%                                                     
 
Altera Corp. (a)                           685,200     24,068          
 
Analog Devices,                            1,183,500   19,010          
Inc. (a)                                                               
 
Intel Corp.                                1,230,200   105,490         
 
Linear Technology                          587,000     29,350          
Corp.                                                                  
 
Maxim Integrated                           365,200     10,180          
Products, Inc. (a)                                                     
 
Micron Technology,                         1,438,300   43,778          
Inc. (a)                                                               
 
Sanmina Corp. (a)                          736,500     20,714          
 
Solectron Corp. (a)                        258,100     12,389          
 
COMMON STOCKS - CONTINUED                                              
 
                                          SHARES      VALUE (NOTE 1)   
                                                      (000S)           
 
TECHNOLOGY - CONTINUED                                                 
 
ELECTRONICS - CONTINUED                                                
 
Vitesse                                    907,900    $ 21,449         
Semiconductor                                                          
Corp. (a)                                                              
 
Xilinx, Inc. (a)                           100,000     3,500           
 
                                                       289,928         
 
TOTAL TECHNOLOGY                                       1,113,904       
 
TRANSPORTATION - 0.0%                                                  
 
TRUCKING & FREIGHT - 0.0%                                              
 
CNF Transportation,                        115,200     3,355           
Inc.                                                                   
 
UTILITIES - 3.1%                                                       
 
CELLULAR - 0.2%                                                        
 
McCaw International                        22,840      114             
Ltd. warrants                                                          
4/15/07 (a)(f)                                                         
 
Metrocall, Inc. (a)                        3,300       16              
 
SK Telecom Ltd.                            24          11              
 
Vodafone Group PLC                         167,200     18,852          
sponsored ADR                                                          
 
                                                       18,993          
 
ELECTRIC UTILITY - 0.1%                                                
 
PG&E Corp.                                 562,700     17,971          
 
TELEPHONE SERVICES - 2.8%                                              
 
AT&T Corp.                                 1,489,500   87,043          
 
Bell Atlantic Corp.                        250,000     12,109          
 
Global TeleSystems                         440,000     14,850          
Group, Inc. (a)                                                        
 
MCI WorldCom,                              2,355,786   115,139         
Inc. (a)                                                               
 
Pathnet, Inc.                              13,610      204             
warrants                                                               
4/15/08 (a)(f)                                                         
 
Qwest                                      887,848     27,801          
Communications                                                         
International,                                                         
Inc. (a)                                                               
 
SBC                                        798,980     35,505          
Communications,                                                        
Inc.                                                                   
 
Telebras sponsored                         456,100     32,127          
ADR (a)                                                                
 
WinStar                                    200,000     4,750           
Communications,                                                        
Inc. (a)                                                               
 
                                                       329,528         
 
TOTAL UTILITIES                                        366,492         
 
TOTAL COMMON STOCKS                                    5,602,798       
(Cost $5,232,990)                                                      
 
 
<TABLE>
<CAPTION>
<S>                                                         <C>       <C>       <C>              
NONCONVERTIBLE PREFERRED STOCKS - 1.3%                                                           
 
                                                            SHARES              VALUE (NOTE 1)   
                                                                                (000S)           
 
CONSTRUCTION & REAL ESTATE - 0.2%                                                                
 
REAL ESTATE INVESTMENT TRUSTS - 0.2%                                                             
 
California Federal Preferred Capital Corp. $2.28             621,326            $ 15,844         
 
Crown America Realty Trust Series A, $5.50                   37,592              1,849           
 
Walden Residential Properties, Inc. $2.30                    141,900             3,317           
 
                                                                                 21,010          
 
FINANCE - 0.1%                                                                                   
 
CREDIT & OTHER FINANCE - 0.0%                                                                    
 
Fresenius Medical Care Capital Trust II 7.875%               3,769               3,536           
 
INSURANCE - 0.1%                                                                                 
 
American Annuity Group Capital Trust II 8.75%                4,320               4,320           
 
SIG Capital Trust I 9.5%                                     4,358               4,196           
 
                                                                                 8,516           
 
TOTAL FINANCE                                                                    12,052          
 
MEDIA & LEISURE - 0.6%                                                                           
 
BROADCASTING - 0.5%                                                                              
 
Adelphia Communications Corp. $13.00                         31,848              3,678           
 
CSC Holdings, Inc. 11.125% pay-in-kind                       235,464             25,901          
 
Echostar Communications Corp. 12.125% pay-in-kind            5,895               5,689           
 
Granite Broadcasting Corp. 12.75% pay-in-kind                6,626               6,626           
 
SFX Broadcasting, Inc. 12.625% pay-in-kind                   39,011              4,642           
 
Sinclair Capital 11.625%                                     82,440              8,656           
 
                                                                                 55,192          
 
PUBLISHING - 0.1%                                                                                
 
PRIMEDIA, Inc.:                                                                                  
 
$9.20                                                        68,349              6,630           
 
Series D, $10.00                                             91,921              9,100           
 
                                                                                 15,730          
 
TOTAL MEDIA & LEISURE                                                            70,922          
 
RETAIL & WHOLESALE - 0.0%                                                                        
 
GROCERY STORES - 0.0%                                                                            
 
Supermarkets General Holdings Corp. $3.52 pay-in-kind (a)    70,123              1,455           
 
NONCONVERTIBLE PREFERRED STOCKS - CONTINUED                                                      
 
                                                            SHARES              VALUE (NOTE 1)   
                                                                                (000S)           
 
TECHNOLOGY - 0.0%                                                                                
 
COMMUNICATIONS EQUIPMENT - 0.0%                                                                  
 
Intermedia Communications, Inc. 13.5% pay-in-kind            4,737              $ 5,211          
 
UTILITIES - 0.4%                                                                                 
 
CELLULAR - 0.2%                                                                                  
 
Nextel Communications, Inc. 11.125% pay-in-kind              22,031              19,277          
 
TELEPHONE SERVICES - 0.2%                                                                        
 
Hyperion Telecommunication, Inc. 12.875% pay-in-kind         6,051               4,962           
 
IXC Communications, Inc. 12.5% pay-in-kind                   4,687               4,968           
 
NEXTLINK Communications, Inc. 14% pay-in-kind                219,257             11,401          
 
                                                                                 21,331          
 
TOTAL UTILITIES                                                                  40,608          
 
TOTAL NONCONVERTIBLE PREFERRED STOCKS                                             151,258                   
(Cost $153,760)                                                                                  
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                <C>    <C>  <C>            <C>         <C>              
CORPORATE BONDS - 20.9%                                                                                   
 
                                         MOODY'S RATINGS  PRINCIPAL                                   
                                        (UNAUDITED) (B)   AMOUNT (000S)                               
 
CONVERTIBLE BONDS - 0.1%                                                                                  
 
HEALTH - 0.0%                                                                                             
 
DRUGS & PHARMACEUTICALS - 0.0%                                                                            
 
Integrated Process Equipment Corp. 6.25%            B-        $ 3,770                     2,394           
9/15/04 (f)                                                                                               
 
MEDICAL FACILITIES MANAGEMENT - 0.0%                                                                      
 
Tenet Healthcare Corp. 6% 12/1/05                   B1         3,420                      2,864           
 
TOTAL HEALTH                                                                              5,258           
 
NONDURABLES - 0.1%                                                                                        
 
FOODS - 0.1%                                                                                              
 
Chiquita Brands International, Inc. 7% 3/28/01      B3         5,910                      5,437           
 
RETAIL & WHOLESALE - 0.0%                                                                                 
 
RETAIL & WHOLESALE, MISCELLANEOUS - 0.0%                                                                  
 
Sports Authority, Inc. (The) 5.25% 9/15/01          B1         4,740                      3,543           
 
TOTAL CONVERTIBLE BONDS                                                                   14,238          
 
CORPORATE BONDS - CONTINUED                                                                               
 
                                       MOODY'S RATINGS        PRINCIPAL                  VALUE (NOTE 1)   
                                       (UNAUDITED) (B)        AMOUNT (000S)              (000S)           
 
NONCONVERTIBLE BONDS - 20.8%                                                                              
 
AEROSPACE & DEFENSE - 0.3%                                                                                
 
DEFENSE ELECTRONICS - 0.2%                                                                                
 
Raytheon Co.:                                                                                             
 
5.95% 3/15/01                                       Baa1      $ 12,560                   $ 12,775         
 
6.45% 8/15/02                                       Baa1       16,920                     17,600          
 
                                                                                          30,375          
 
SHIP BUILDING & REPAIR - 0.1%                                                                             
 
Newport News Shipbuilding, Inc. 9.25%               B1         9,330                      9,890           
12/1/06                                                                                                   
 
TOTAL AEROSPACE & DEFENSE                                                                 40,265          
 
BASIC INDUSTRIES - 0.4%                                                                                   
 
CHEMICALS & PLASTICS - 0.1%                                                                               
 
Huntsman Corp. 9.5% 7/1/07 (f)                      B2         5,980                      5,741           
 
Praxair, Inc. 6.625% 10/15/07                       A3         10,000                     10,460          
 
                                                                                          16,201          
 
PACKAGING & CONTAINERS - 0.3%                                                                             
 
Owens-Illinois, Inc.:                                                                                     
 
7.15% 5/15/05                                       Ba1        22,680                     22,678          
 
7.8% 5/15/18                                        Ba1        12,000                     11,433          
 
                                                                                          34,111          
 
TOTAL BASIC INDUSTRIES                                                                    50,312          
 
CONSTRUCTION & REAL ESTATE - 0.4%                                                                         
 
BUILDING MATERIALS - 0.0%                                                                                 
 
American Standard Cos., Inc.                        Ba3        2,450                      2,459           
7.375% 4/14/05                                                                                            
 
CONSTRUCTION - 0.1%                                                                                       
 
U.S. Home Corp. 8.88% 8/15/07                       B1         4,610                      4,564           
 
REAL ESTATE - 0.1%                                                                                        
 
LNR Property Corp. 9.375% 3/15/08                   B1         7,380                      6,808           
 
REAL ESTATE INVESTMENT TRUSTS - 0.2%                                                                      
 
CenterPoint Properties Corp. 6.75% 4/1/05           Baa2       4,360                      4,330           
 
CORPORATE BONDS - CONTINUED                                                                               
 
                                       MOODY'S RATINGS        PRINCIPAL                  VALUE (NOTE 1)   
                                       (UNAUDITED) (B)        AMOUNT (000S)              (000S)           
 
NONCONVERTIBLE BONDS - CONTINUED                                                                          
 
CONSTRUCTION & REAL ESTATE - CONTINUED                                                                    
 
REAL ESTATE INVESTMENT TRUSTS - CONTINUED                                                                 
 
EOP Operating LP:                                                                                         
 
6.375% 2/15/03                                      Baa1      $ 10,000                   $ 9,994          
 
6.75% 2/15/08                                       Baa1       4,520                      4,498           
 
Weeks Realty LP 6.875% 3/15/05                      Baa2       8,200                      8,024           
 
                                                                                          26,846          
 
TOTAL CONSTRUCTION & REAL ESTATE                                                          40,677          
 
DURABLES - 0.8%                                                                                           
 
AUTOS, TIRES, & ACCESSORIES - 0.2%                                                                        
 
Blue Bird Body Co. 10.75% 11/15/06                  B2         3,580                      3,696           
 
Breed Technologies, Inc. 9.25% 4/15/08 (f)          B3         8,695                      7,173           
 
Federal-Mogul Corp. 7.875% 7/1/10                   Ba2        13,570                     13,583          
 
Oshkosh Truck Co. 8.75% 3/1/08                      B3         5,610                      5,330           
 
                                                                                          29,782          
 
CONSUMER DURABLES - 0.1%                                                                                  
 
Corning Consumer Products Co. 9.625%                B3         9,000                      7,245           
5/1/08 (f)                                                                                                
 
HOME FURNISHINGS - 0.0%                                                                                   
 
Omega Cabinets Ltd. 10.5% 6/15/07                   B3         3,620                      3,186           
 
TEXTILES & APPAREL - 0.5%                                                                                 
 
Levi Strauss & Co. 7% 11/1/06 (f)                   Baa2       31,050                     30,299          
 
Nine West Group, Inc. 9% 8/15/07                    Ba3        3,640                      3,130           
 
Unifi, Inc. 6.5% 2/1/08                             A3         8,120                      8,131           
 
WestPoint Stevens, Inc. 7.875% 6/15/08              Ba3        7,430                      7,541           
 
Worldtex, Inc. 9.625% 12/15/07                      B1         9,220                      8,206           
 
                                                                                          57,307          
 
TOTAL DURABLES                                                                            97,520          
 
ENERGY - 0.5%                                                                                             
 
COAL - 0.1%                                                                                               
 
P&L Coal Holdings Corp. 9.625% 5/15/08 (f)          B2         7,100                      7,100           
 
ENERGY SERVICES - 0.0%                                                                                    
 
Ocean Rig Norway AS 10.25% 6/1/08 (f)               B3         4,750                      3,598           
 
CORPORATE BONDS - CONTINUED                                                                               
 
                                       MOODY'S RATINGS        PRINCIPAL                  VALUE (NOTE 1)   
                                       (UNAUDITED) (B)        AMOUNT (000S)              (000S)           
 
NONCONVERTIBLE BONDS - CONTINUED                                                                          
 
ENERGY - CONTINUED                                                                                        
 
OIL & GAS - 0.4%                                                                                          
 
Chesapeake Energy Corp. 9.625% 5/1/05               B1        $ 3,130                    $ 2,739          
 
Occidental Petroleum Corp.:                                                                               
 
6.39% 11/9/00                                       Baa3       3,000                      3,056           
 
8.5% 11/9/01                                        Baa2       4,370                      4,725           
 
Oryx Energy Co.:                                                                                          
 
8% 10/15/03                                         Ba1        4,620                      4,894           
 
8.125% 10/15/05                                     Ba1        2,470                      2,563           
 
8.375% 7/15/04                                      Ba1        4,700                      5,030           
 
Petroleum Geo-Services ASA 7.125% 3/30/28           Baa3       11,650                     11,242          
 
Union Oil Co. of California 7.67% 4/19/02           Baa2       9,660                      10,287          
 
USX-Marathon Group 6.85% 3/1/08                     Baa2       3,050                      3,165           
 
                                                                                          47,701          
 
TOTAL ENERGY                                                                              58,399          
 
FINANCE - 6.3%                                                                                            
 
BANKS - 1.8%                                                                                              
 
BankBoston Corp. 6.625% 2/1/04                      A3         4,570                      4,711           
 
BankBoston NA (Bearer) 6.375% 3/25/08               A2         3,400                      3,427           
 
BanPonce Corp. 6.665% 3/5/01                        A3         13,900                     14,327          
 
BanPonce Financial Corp. 7.72% 4/13/00              A3         7,000                      7,229           
 
Barclays Bank PLC yankee 5.95% 7/15/01              A1         24,650                     25,088          
 
Capital One Bank:                                                                                         
 
6.375% 2/15/03                                      Baa3       9,860                      10,073          
 
6.42% 11/12/99                                      Baa3       14,000                     14,070          
 
7.35% 6/20/00                                       Baa3       3,925                      4,017           
 
8.125% 3/1/00                                       Baa3       8,575                      8,822           
 
Capital One Financial Corp. 7.125% 8/1/08           Ba1        11,450                     11,696          
 
Citicorp 5.625% 2/15/01                             Aa3        8,100                      8,158           
 
Den Danske Bank AS 6.375% 6/15/08 (f)(i)            A1         22,050                     22,568          
 
Fleet Credit Card LLC 6.45% 10/30/00                A1         6,100                      6,249           
 
Fleet/Norstar Financial Group, Inc. 9.9%            A3         6,400                      7,140           
6/15/01                                                                                                   
 
Huntington National Bank 5.875% 1/15/01             A1         6,820                      6,923           
 
NationsBank NA 5.92% 6/8/01                         Aa2        18,250                     18,621          
 
NB Capital Trust IV 8.25% 4/15/27                   Aa2        6,625                      7,275           
 
Providian National Bank 6.7% 3/15/03                Baa3       8,450                      8,866           
 
CORPORATE BONDS - CONTINUED                                                                               
 
                                       MOODY'S RATINGS        PRINCIPAL                  VALUE (NOTE 1)   
                                       (UNAUDITED) (B)        AMOUNT (000S)              (000S)           
 
NONCONVERTIBLE BONDS - CONTINUED                                                                          
 
FINANCE - CONTINUED                                                                                       
 
BANKS - CONTINUED                                                                                         
 
Summit Bancorp 8.625% 12/10/02                      BBB+      $ 5,500                    $ 6,163          
 
Union Planters National Bank 6.81% 8/20/01          A3         10,000                     10,389          
 
                                                                                          205,812         
 
CREDIT & OTHER FINANCE - 3.7%                                                                             
 
Ahmanson Capital Trust I 8.36% 12/1/26 (f)          Baa2       13,000                     14,272          
 
Associates Corp. of North America 6% 4/15/03        Aa3        10,650                     10,979          
 
AT&T Capital Corp.:                                                                                       
 
6.16% 12/3/99                                       Baa3       9,000                      9,111           
 
6.25% 5/15/01                                       Baa3       14,800                     15,034          
 
6.41% 8/13/99                                       Baa3       24,000                     24,202          
 
BankAmerica Capital II 8% 12/15/26                  Aa2        8,200                      8,859           
 
BanPonce Trust I 8.327% 2/1/27                      A3         20,520                     20,983          
 
BCH Cayman Islands Ltd. yankee 7.7% 7/15/06         A2         1,280                      1,355           
 
Countrywide Funding Corp. 6.45% 2/27/03             A3         10,900                     11,309          
 
ERP Operating LP 6.55% 11/15/01                     A3         3,900                      3,955           
 
Farmers Insurance Exchange Capital 7.05%            A2         7,240                      7,314           
7/15/28 (f)                                                                                               
 
Finova Capital Corp. 6.12% 5/28/02                  Baa1       7,000                      7,164           
 
First Security Capital I 8.41% 12/15/26             A3         5,290                      5,906           
 
Ford Motor Credit Co.:                                                                                    
 
global 7% 9/25/01                                   A1         19,000                     19,879          
 
5.73% 2/23/00                                       A1         11,500                     11,606          
 
5.83% 2/28/00                                       A1         22,550                     22,790          
 
6.2% 3/12/01                                        A1         10,000                     10,254          
 
6.57% 3/19/01                                       A1         11,300                     11,684          
 
General Electric Capital Corp. 6.94%                Aaa        22,500                     22,662          
4/13/09 (e)                                                                                               
 
General Motors Acceptance Corp. 6.75%               A3         22,160                     23,213          
7/10/02                                                                                                   
 
GS Escrow Corp.:                                                                                          
 
7% 8/1/03 (f)                                       Ba1        5,700                      5,692           
 
7.125% 8/1/05 (f)                                   Ba1        20,250                     19,992          
 
Heller Financial, Inc.:                                                                                   
 
6.25% 3/1/01                                        A3         13,690                     13,966          
 
7.875% 11/1/99                                      A3         15,530                     15,917          
 
KeyCorp Institutional Capital A 7.826%              A1         11,420                     12,178          
12/1/26                                                                                                   
 
CORPORATE BONDS - CONTINUED                                                                               
 
                                       MOODY'S RATINGS        PRINCIPAL                  VALUE (NOTE 1)   
                                       (UNAUDITED) (B)        AMOUNT (000S)              (000S)           
 
NONCONVERTIBLE BONDS - CONTINUED                                                                          
 
FINANCE - CONTINUED                                                                                       
 
CREDIT & OTHER FINANCE - CONTINUED                                                                        
 
Macsaver Financial Services, Inc. 7.6% 8/1/07       Ba1       $ 8,000                    $ 5,960          
 
Mellon Capital I 7.72% 12/1/26                      A2         5,470                      5,796           
 
Money Store, Inc. 7.3% 12/1/02                      A2         8,750                      9,336           
 
Morgan Guaranty Trust Co., NY 5.5438%               -          29,000                     28,986          
9/27/99 (i)                                                                                               
 
Nordstrom Credit, Inc. 7.25% 4/30/02                A2         10,500                     11,195          
 
Premier Auto Trust 5.45% 6/8/99                     -          29,000                     29,073          
 
Time Warner Telecom LLC/Time Warner Telecom,        B2         1,830                      1,830           
Inc. 9.75% 7/15/08                                                                                        
 
U.S. Bancorp 8.09% 11/15/26                         A1         8,200                      8,950           
 
UNICCO Service Co./UNICCO Finance Corp.             B3         6,510                      6,022           
9.875% 10/15/07                                                                                           
 
                                                                                          437,424         
 
SAVINGS & LOANS - 0.5%                                                                                    
 
Chevy Chase Savings Bank FSB 9.25% 12/1/08          B1         4,910                      4,763           
 
First Nationwide Parent Holdings Ltd. 12.5%         Ba3        8,210                      9,480           
4/15/03                                                                                                   
 
Great Western Finance Trust II 8.206% 2/1/27        A3         12,350                     13,411          
 
Great Western Financial Corp. 8.6% 2/1/02           A3         7,000                      7,632           
 
Home Savings of America FSB 6.5% 8/15/04            A3         8,080                      8,388           
 
Long Island Savings Bank FSB:                                                                             
 
6.2% 4/2/01                                         Baa3       10,550                     10,651          
 
7% 6/13/02                                          Baa3       9,680                      10,103          
 
                                                                                          64,428          
 
SECURITIES INDUSTRY - 0.3%                                                                                
 
Amvescap PLC 6.375% 5/15/03                         A3         6,150                      6,320           
 
Morgan Stanley, Dean Witter, Discover & Co.         -          25,400                     25,398          
5.75% 1/15/99 (i)                                                                                         
 
                                                                                          31,718          
 
TOTAL FINANCE                                                                             739,382         
 
CORPORATE BONDS - CONTINUED                                                                               
 
                                       MOODY'S RATINGS        PRINCIPAL                  VALUE (NOTE 1)   
                                       (UNAUDITED) (B)        AMOUNT (000S)              (000S)           
 
NONCONVERTIBLE BONDS - CONTINUED                                                                          
 
HEALTH - 0.4%                                                                                             
 
MEDICAL EQUIPMENT & SUPPLIES - 0.2%                                                                       
 
Graham-Field Health Products, Inc. 9.75%            Caa1      $ 6,340                    $ 3,741          
8/15/07                                                                                                   
 
McKesson Corp. 6.6% 3/1/00                          A3         13,610                     13,848          
 
                                                                                          17,589          
 
MEDICAL FACILITIES MANAGEMENT - 0.2%                                                                      
 
Fountain View, Inc. 11.25% 4/15/08 (f)              Caa1       5,260                      4,629           
 
Integrated Health Services, Inc. 9.25% 1/15/08      B2         6,480                      6,156           
 
Magellan Health Services, Inc. 9% 2/15/08 (f)       B3         3,550                      3,035           
 
Tenet Healthcare Corp.:                                                                                   
 
8.125% 12/1/08 (f)                                  Ba3        3,480                      3,506           
 
8.625% 1/15/07                                      Ba3        9,690                      10,029          
 
                                                                                          27,355          
 
TOTAL HEALTH                                                                              44,944          
 
INDUSTRIAL MACHINERY & EQUIPMENT - 0.6%                                                                   
 
ELECTRICAL EQUIPMENT - 0.0%                                                                               
 
Motors & Gears, Inc. 10.75% 11/15/06                B3         1,170                      1,147           
 
INDUSTRIAL MACHINERY & EQUIPMENT - 0.4%                                                                   
 
Bucyrus International, Inc. 9.75% 9/15/07           B1         9,950                      7,463           
 
Roller Bearing Holding, Inc. 0% 6/15/09 (d)(f)      -          9,790                      5,727           
 
Thermadyne Manufacturing LLC 9.875% 6/1/08          B3         2,270                      1,998           
 
Tyco International Group SA yankee:                                                                       
 
6.125% 6/15/01                                      Baa1       18,270                     18,656          
 
6.375% 6/15/05                                      Baa1       7,690                      8,106           
 
                                                                                          41,950          
 
POLLUTION CONTROL - 0.2%                                                                                  
 
Envirosource, Inc. 9.75% 6/15/03                    B3         2,400                      2,196           
 
WMX Technologies, Inc.:                                                                                   
 
6.25% 10/15/00                                      Baa3       5,750                      5,853           
 
7.1% 8/1/26                                         Baa3       13,025                     13,988          
 
8.25% 11/15/99                                      Baa3       3,675                      3,788           
 
                                                                                          25,825          
 
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT                                                    68,922          
 
CORPORATE BONDS - CONTINUED                                                                               
 
                                       MOODY'S RATINGS        PRINCIPAL                  VALUE (NOTE 1)   
                                       (UNAUDITED) (B)        AMOUNT (000S)              (000S)           
 
NONCONVERTIBLE BONDS - CONTINUED                                                                          
 
MEDIA & LEISURE - 5.4%                                                                                    
 
BROADCASTING - 3.7%                                                                                       
 
ACME Television LLC/ACME Financial Corp. 0%         B3        $ 4,730                    $ 3,666          
9/30/04 (d)                                                                                               
 
Adelphia Communications Corp.:                                                                            
 
9.5% 2/15/04 pay-in-kind                            B2         17,344                     17,763          
 
9.875% 3/1/07                                       B2         8,990                      9,709           
 
Allbritton Communications Co. 8.875% 2/1/08         B3         4,000                      3,960           
 
Ascent Entertainment Group, Inc. 0%                 B3         5,500                      3,025           
12/15/04 (d)                                                                                              
 
CBS Radio, Inc. 11.375% 1/15/09 pay-in-kind         -          8,094                      9,146           
 
Century Communications Corp.:                                                                             
 
0% 1/15/08                                          Ba3        29,330                     13,858          
 
8.75% 10/1/07                                       Ba3        3,230                      3,392           
 
Chancellor Media Corp. 9% 10/1/08 (f)               Ba3        8,140                      8,181           
 
Classic Communications, Inc. 0% 8/1/08              Caa1       940                        526             
Unit (d)(f)                                                                                               
 
Clear Channel Communications, Inc. 6.875%           Baa3       9,100                      8,957           
6/15/18                                                                                                   
 
Comcast UK Cable Partners Ltd. 0%                   B2         9,190                      7,582           
11/15/07 (d)                                                                                              
 
Continental Cablevision, Inc.:                                                                            
 
8.3% 5/15/06                                        Baa3       4,125                      4,666           
 
8.625% 8/15/03                                      Baa3       8,070                      9,001           
 
9% 9/1/08                                           Baa3       8,500                      10,223          
 
CSC Holdings, Inc.:                                                                                       
 
9.25% 11/1/05                                       B1         4,110                      4,336           
 
9.875% 5/15/06                                      B1         4,825                      5,139           
 
10.5% 5/15/16                                       B1         5,120                      5,786           
 
Diamond Cable Communications PLC yankee 0%          Caa1       3,935                      3,148           
12/15/05 (d)                                                                                              
 
Echostar Communications Corp. 0% 6/1/04 (d)         B2         3,830                      3,706           
 
Echostar Satellite Broadcasting Corp. 0%            B3         3,180                      2,830           
3/15/04 (d)                                                                                               
 
Falcon Holdings Group LP/Falcon Funding:                                                                  
 
0% 4/15/10 (d)                                      B2         21,990                     14,898          
 
8.375% 4/15/10                                      B2         4,950                      4,962           
 
Fox/Liberty Networks LLC/FLN Finance, Inc. 0%       B1         4,895                      3,255           
8/15/07 (d)                                                                                               
 
CORPORATE BONDS - CONTINUED                                                                               
 
                                       MOODY'S RATINGS        PRINCIPAL                  VALUE (NOTE 1)   
                                       (UNAUDITED) (B)        AMOUNT (000S)              (000S)           
 
NONCONVERTIBLE BONDS - CONTINUED                                                                          
 
MEDIA & LEISURE - CONTINUED                                                                               
 
BROADCASTING - CONTINUED                                                                                  
 
FrontierVision Holdings LP/FrontierVision           Caa1      $ 10,470                   $ 8,428          
Holdings Capital Corp. 0% 9/15/07 (d)                                                                     
 
FrontierVision Operating Partners LP/               B3         13,060                     14,301          
FrontierVision Capital Corp. 11% 10/15/06                                                                 
 
Granite Broadcasting Corp.:                                                                               
 
8.875% 5/15/08                                      B3         6,840                      6,413           
 
9.375% 12/1/05                                      B3         8,290                      8,103           
 
10.375% 5/15/05                                     B3         2,450                      2,487           
 
Hearst-Argyle Television, Inc. 7.5% 11/15/27        Baa3       10,820                     11,188          
 
Intermedia Capital Partners IV LP / Intermedia      B2         4,150                      4,607           
Partners IV Capital Corp. 11.25% 8/1/06                                                                   
 
International Cabletel, Inc. 0% 2/1/06 (d)          B3         5,560                      4,392           
 
Iridium Operating LLC/Iridium Capital Corp.         B3         11,360                     9,145           
11.25% 7/15/05                                                                                            
 
Lenfest Communications, Inc. 8.25% 2/15/08          B2         2,430                      2,454           
 
LIN Holdings Corp. 0% 3/1/08 (d)(f)                 B3         930                        608             
 
NTL, Inc.:                                                                                                
 
0% 4/1/08 (d)(f)                                    B3         22,350                     13,466          
 
10% 2/15/07                                         B3         6,340                      6,403           
 
Olympus Communications LP/Olympus Capital           B1         3,530                      3,883           
Corp. 10.625% 11/15/06                                                                                    
 
Orion Network Systems, Inc.:                                                                              
 
0% 1/15/07 (d)                                      B2         4,800                      3,000           
 
11.25% 1/15/07                                      B2         2,020                      1,869           
 
Pegasus Communications Corp. 9.625%                 B3         3,610                      3,466           
10/15/05                                                                                                  
 
Renaissance Media Group LLC/Renaissance 0%          B3         6,655                      4,475           
4/15/08 (d)(f)                                                                                            
 
Rogers Cablesystems Ltd. yankee 11% 12/1/15         B2         5,370                      6,068           
 
Satelites Mexicanos SA de CV 10.125%                B3         9,030                      6,050           
11/1/04 (f)                                                                                               
 
Sinclair Broadcast Group, Inc. 8.75% 12/15/07       B2         6,050                      5,959           
 
TCI Communications Financing III 9.65%              Ba2        13,740                     16,351          
3/31/27                                                                                                   
 
TCI Communications, Inc.:                                                                                 
 
6.375% 5/1/03                                       Baa3       1,235                      1,291           
 
8.25% 1/15/03                                       Baa3       430                        478             
 
8.75% 8/1/15                                        Baa3       13,230                     16,528          
 
CORPORATE BONDS - CONTINUED                                                                               
 
                                       MOODY'S RATINGS        PRINCIPAL                  VALUE (NOTE 1)   
                                       (UNAUDITED) (B)        AMOUNT (000S)              (000S)           
 
NONCONVERTIBLE BONDS - CONTINUED                                                                          
 
MEDIA & LEISURE - CONTINUED                                                                               
 
BROADCASTING - CONTINUED                                                                                  
 
TCI Communications, Inc.: - continued                                                                     
 
9.25% 4/15/02                                       Baa3      $ 8,500                    $ 9,539          
 
9.8% 2/1/12                                         Baa3       12,130                     16,214          
 
Telewest PLC:                                                                                             
 
yankee 0% 10/1/07 (d)                               B1         23,800                     19,457          
 
9.625% 10/1/06                                      B1         1,660                      1,668           
 
Time Warner, Inc.:                                                                                        
 
6.875% 6/15/18                                      Baa3       12,180                     12,586          
 
7.75% 6/15/05                                       Baa3       10,350                     11,539          
 
7.95% 2/1/00                                        Baa3       12,800                     13,219          
 
8.18% 8/15/07                                       Baa3       14,375                     16,757          
 
UIH Australia/Pacific, Inc. 0% 5/15/06 (d)          B2         5,930                      2,372           
 
United International Holdings, Inc. 0%              B3         15,380                     7,306           
2/15/08 (d)                                                                                               
 
                                                                                          433,785         
 
ENTERTAINMENT - 0.8%                                                                                      
 
AMC Entertainment, Inc. 9.5% 3/15/09                B2         9,235                      8,589           
 
American Skiing Co. 12% 7/15/06                     B3         8,130                      8,293           
 
Bally Total Fitness Holding Corp. 9.875%            B3         5,450                      5,096           
10/15/07                                                                                                  
 
Cinemark USA, Inc. 8.5% 8/1/08                      B2         9,030                      8,691           
 
Livent, Inc. 9.375% 10/15/04                        B1         1,220                      817             
 
Paramount Communications, Inc. 7.5% 1/15/02         Ba2        3,885                      4,069           
 
Premier Parks, Inc. 0% 4/1/08 (d)                   B3         5,340                      3,311           
 
United Artists Theatre Co. 9.75% 4/15/08            Caa1       4,430                      4,098           
 
Viacom, Inc.:                                                                                             
 
6.75% 1/15/03                                       Ba2        17,450                     17,917          
 
7.75% 6/1/05                                        Ba2        32,750                     35,365          
 
8% 7/7/06                                           B1         2,970                      2,985           
 
                                                                                          99,231          
 
LODGING & GAMING - 0.3%                                                                                   
 
Aladdin Gaming Holdings/Aladdin Capital             Caa2       6,710                      1,946           
Corp. 0% 3/1/10 (d)                                                                                       
 
Courtyard by Marriott II LP/Courtyard II Finance    B-         3,800                      3,933           
Co. 10.75% 2/1/08                                                                                         
 
CORPORATE BONDS - CONTINUED                                                                               
 
                                       MOODY'S RATINGS        PRINCIPAL                  VALUE (NOTE 1)   
                                       (UNAUDITED) (B)        AMOUNT (000S)              (000S)           
 
NONCONVERTIBLE BONDS - CONTINUED                                                                          
 
MEDIA & LEISURE - CONTINUED                                                                               
 
LODGING & GAMING - CONTINUED                                                                              
 
HMH Properties, Inc.:                                                                                     
 
7.875% 8/1/05                                       Ba2       $ 4,300                    $ 4,311          
 
7.875% 8/1/08                                       Ba2        19,650                     19,404          
 
Signature Resorts, Inc. 9.75% 10/1/07               B3         5,160                      3,664           
 
Sun International Hotels Ltd./Sun International     Ba3        3,120                      3,182           
North America, Inc. yankee 9% 3/15/07                                                                     
 
                                                                                          36,440          
 
PUBLISHING - 0.5%                                                                                         
 
Garden State Newspapers, Inc. Series B, 8.75%       B1         16,077                     15,474          
10/1/09                                                                                                   
 
News America Holdings, Inc.:                                                                              
 
7.7% 10/30/25                                       Baa3       14,260                     15,250          
 
8.5% 2/15/05                                        Baa3       13,525                     15,243          
 
News America, Inc. 7.25% 5/18/18                    Baa3       8,460                      8,666           
 
                                                                                          54,633          
 
RESTAURANTS - 0.1%                                                                                        
 
Host Marriott Travel Plazas, Inc. 9.5% 5/15/05      Ba3        10,180                     10,384          
 
NE Restaurant Co., Inc. 10.75% 7/15/08 (f)          B3         2,880                      2,808           
 
                                                                                          13,192          
 
TOTAL MEDIA & LEISURE                                                                     637,281         
 
NONDURABLES - 0.6%                                                                                        
 
FOODS - 0.1%                                                                                              
 
ConAgra, Inc. 7.125% 10/1/26                        Baa1       13,500                     14,574          
 
HOUSEHOLD PRODUCTS - 0.1%                                                                                 
 
Revlon Consumer Products Corp. 8.625%               B3         13,880                     13,533          
2/1/08                                                                                                    
 
TOBACCO - 0.4%                                                                                            
 
Philip Morris Companies, Inc.:                                                                            
 
6.95% 6/1/06                                        A2         12,680                     13,478          
 
7% 7/15/05                                          A2         13,480                     14,413          
 
7.25% 9/15/01                                       A2         13,780                     14,434          
 
                                                                                          42,325          
 
TOTAL NONDURABLES                                                                         70,432          
 
CORPORATE BONDS - CONTINUED                                                                               
 
                                       MOODY'S RATINGS        PRINCIPAL                  VALUE (NOTE 1)   
                                       (UNAUDITED) (B)        AMOUNT (000S)              (000S)           
 
NONCONVERTIBLE BONDS - CONTINUED                                                                          
 
RETAIL & WHOLESALE - 1.3%                                                                                 
 
APPAREL STORES - 0.1%                                                                                     
 
AnnTaylor, Inc. 8.75% 6/15/00                       B3        $ 8,270                    $ 8,105          
 
Specialty Retailers, Inc. 8.5% 7/15/05              Ba3        2,280                      2,109           
 
                                                                                          10,214          
 
GENERAL MERCHANDISE STORES - 0.5%                                                                         
 
Dayton Hudson Corp.:                                                                                      
 
6.8% 10/1/01                                        A3         9,500                      9,915           
 
7.5% 7/15/06                                        A3         9,000                      10,087          
 
Federated Department Stores, Inc.:                                                                        
 
6.79% 7/15/27                                       Baa2       8,750                      9,247           
 
7% 2/15/28                                          Baa2       10,800                     10,910          
 
8.125% 10/15/02                                     Baa2       6,340                      6,925           
 
K mart Corp.:                                                                                             
 
7.75% 10/1/12                                       Ba2        670                        677             
 
8.25% 1/1/22                                        Ba2        5,420                      5,352           
 
12.5% 3/1/05                                        Ba2        7,160                      8,807           
 
                                                                                          61,920          
 
GROCERY STORES - 0.5%                                                                                     
 
Ameriserve Food Distribution, Inc. 8.875%           B1         2,870                      2,540           
10/15/06                                                                                                  
 
Kroger Co. 6% 7/1/00                                Baa3       15,800                     16,008          
 
Meyer (Fred), Inc. 7.45% 3/1/08                     Ba2        9,320                      9,739           
 
Mrs. Fields Original Cookies, Inc. 10.125%          B2         2,870                      2,669           
12/1/04                                                                                                   
 
Pathmark Stores, Inc.:                                                                                    
 
9.625% 5/1/03                                       Caa1       18,870                     18,021          
 
12.625% 6/15/02                                     Caa2       3,530                      3,327           
 
Pueblo Xtra International, Inc.:                                                                          
 
9.5% 8/1/03                                         B3         7,410                      6,669           
 
9.5% 8/1/03                                         B3         2,300                      2,070           
 
                                                                                          61,043          
 
RETAIL & WHOLESALE, MISCELLANEOUS - 0.2%                                                                  
 
Amazon.com, Inc. 0% 5/1/08 (d)                      Caa2       5,730                      3,094           
 
Central Tractor Farm & Country, Inc. 10.625%        B2         1,820                      1,765           
4/1/07                                                                                                    
 
CORPORATE BONDS - CONTINUED                                                                               
 
                                       MOODY'S RATINGS        PRINCIPAL                  VALUE (NOTE 1)   
                                       (UNAUDITED) (B)        AMOUNT (000S)              (000S)           
 
NONCONVERTIBLE BONDS - CONTINUED                                                                          
 
RETAIL & WHOLESALE - CONTINUED                                                                            
 
RETAIL & WHOLESALE, MISCELLANEOUS - CONTINUED                                                             
 
J Crew Operating Corp. 10.375% 10/15/07             Caa1      $ 4,900                    $ 3,920          
 
Metals USA, Inc. 8.625% 2/15/08                     B2         7,760                      6,751           
 
                                                                                          15,530          
 
TOTAL RETAIL & WHOLESALE                                                                  148,707         
 
SERVICES - 0.2%                                                                                           
 
PRINTING - 0.0%                                                                                           
 
Sullivan Graphics, Inc. 12.75% 8/1/05               Caa1       4,180                      4,222           
 
SERVICES - 0.2%                                                                                           
 
Borg-Warner Security Corp. 9.625% 3/15/07           B3         2,750                      3,025           
 
Iron Mountain, Inc. 8.75% 9/30/09                   B3         3,655                      3,618           
 
La Petite Academy, Inc./La Petite Academy           B3         7,560                      7,314           
Holding Co. 10% 5/15/08                                                                                   
 
Medaphis Corp. 9.5% 2/15/05                         B2         8,450                      7,436           
 
                                                                                          21,393          
 
TOTAL SERVICES                                                                            25,615          
 
TECHNOLOGY - 0.5%                                                                                         
 
COMPUTER SERVICES & SOFTWARE - 0.2%                                                                       
 
Federal Data Corp. 10.125% 8/1/05                   B3         10,250                     9,251           
 
ICG Services, Inc. 0% 5/1/08 (d)                    -          12,630                     6,126           
 
PSINet, Inc. 10% 2/15/05                            B3         1,990                      1,990           
 
                                                                                          17,367          
 
COMPUTERS & OFFICE EQUIPMENT - 0.2%                                                                       
 
Comdisco, Inc.:                                                                                           
 
6.375% 11/30/01                                     Baa1       13,775                     14,146          
 
7.21% 7/2/01                                        Baa1       12,000                     12,575          
 
                                                                                          26,721          
 
ELECTRONIC INSTRUMENTS - 0.1%                                                                             
 
Telecommunications Techniques Co. 9.75%             B3         6,230                      5,669           
5/15/08 (f)                                                                                               
 
CORPORATE BONDS - CONTINUED                                                                               
 
                                       MOODY'S RATINGS        PRINCIPAL                  VALUE (NOTE 1)   
                                       (UNAUDITED) (B)        AMOUNT (000S)              (000S)           
 
NONCONVERTIBLE BONDS - CONTINUED                                                                          
 
TECHNOLOGY - CONTINUED                                                                                    
 
ELECTRONICS - 0.0%                                                                                        
 
Fairchild Semiconductor Corp. 11.74% 3/15/08        -         $ 6,074                    $ 4,888          
pay-in-kind (k)                                                                                           
 
TOTAL TECHNOLOGY                                                                          54,645          
 
TRANSPORTATION - 1.0%                                                                                     
 
AIR TRANSPORTATION - 0.4%                                                                                 
 
Atlas Air, Inc. 9.25% 4/15/08 (f)                   B3         13,265                     12,403          
 
Delta Air Lines, Inc. 9.875% 5/15/00                Baa3       6,000                      6,394           
 
Kitty Hawk, Inc. 9.95% 11/15/04                     B1         13,128                     13,194          
 
US Air, Inc. 9.625% 2/1/01                          B1         3,960                      4,059           
 
US Airways Group, Inc. 10.375% 3/1/13               Ba2        7,185                      7,634           
 
                                                                                          43,684          
 
RAILROADS - 0.5%                                                                                          
 
Burlington Northern Santa Fe Corp. 7.29%            Baa2       10,500                     11,879          
6/1/36                                                                                                    
 
Canadian National Railway Co. 6.9% 7/15/28          Baa2       9,010                      9,241           
 
CSX Corp. 6.46% 6/22/05                             Baa2       13,650                     14,289          
 
Norfolk Southern Corp. 7.05% 5/1/37                 Baa1       21,900                     24,143          
 
Wisconsin Central Transportation Corp. 6.625%       Baa2       4,870                      5,048           
4/15/08                                                                                                   
 
                                                                                          64,600          
 
SHIPPING - 0.1%                                                                                           
 
Amer Reefer Co. Ltd. 10.25% 3/1/08                  B1         2,200                      1,782           
 
Cenargo International PLC 9.75% 6/15/08 (f)         Ba3        5,360                      4,342           
 
Holt Group, Inc. 9.75% 1/15/06 (f)                  Caa1       4,970                      3,479           
 
                                                                                          9,603           
 
TOTAL TRANSPORTATION                                                                      117,887         
 
UTILITIES - 2.1%                                                                                          
 
CELLULAR - 0.8%                                                                                           
 
AirTouch Communications, Inc. 6.35% 6/1/05          Baa2       18,260                     19,218          
 
Cable & Wireless Communications PLC 6.375%          Baa1       14,020                     14,334          
3/6/03                                                                                                    
 
McCaw International Ltd. 0% 4/15/07 (d)             Caa1       26,890                     12,638          
 
CORPORATE BONDS - CONTINUED                                                                               
 
                                       MOODY'S RATINGS        PRINCIPAL                  VALUE (NOTE 1)   
                                       (UNAUDITED) (B)        AMOUNT (000S)              (000S)           
 
NONCONVERTIBLE BONDS - CONTINUED                                                                          
 
UTILITIES - CONTINUED                                                                                     
 
CELLULAR - CONTINUED                                                                                      
 
Millicom International Cellular SA 0%               Caa1      $ 6,510                    $ 4,004          
6/1/06 (d)                                                                                                
 
Nextel Communications, Inc.:                                                                              
 
0% 9/15/07 (d)                                      B2         3,156                      2,004           
 
0% 10/31/07 (d)                                     B2         26,320                     15,858          
 
0% 2/15/08 (d)                                      B2         6,125                      3,598           
 
Nextel International, Inc. 0% 4/15/08 (d)           Caa1       14,540                     5,816           
 
Pagemart Nationwide, Inc. 0% 2/1/05 (d)             B3         630                        564             
 
PageMart Wireless, Inc. 0% 2/1/08 (d)               Caa2       5,120                      2,739           
 
Rogers Communications, Inc. 8.875% 7/15/07          B2         9,980                      9,780           
 
Teligent, Inc.:                                                                                           
 
0% 3/1/08 (d)                                       Caa1       7,010                      2,751           
 
11.5% 12/1/07                                       Caa1       5,500                      4,290           
 
                                                                                          97,594          
 
ELECTRIC UTILITY - 0.5%                                                                                   
 
Avon Energy Partners Holdings:                                                                            
 
6.46% 3/4/08 (f)                                    Baa2       10,920                     11,191          
 
6.73% 12/11/02 (f)                                  Baa2       13,550                     14,134          
 
Israel Electric Corp. Ltd.:                                                                               
 
yankee 7.875% 12/15/26 (f)                          A3         6,380                      6,348           
 
7.75% 12/15/27 (f)                                  A3         12,960                     12,306          
 
Niagara Mohawk Power Corp. 7.75% 10/1/08            Ba3        5,830                      6,209           
 
Texas Utilities Co. 6.375% 1/1/08                   Baa3       5,470                      5,550           
 
                                                                                          55,738          
 
TELEPHONE SERVICES - 0.8%                                                                                 
 
Dobson Wireline Co. 12.25% 6/15/08 (f)              -          12,690                     11,040          
 
GST Network Funding, Inc. 0% 5/1/08 (d)(f)          -          5,450                      2,616           
 
Hyperion Telecommunications, Inc.:                                                                        
 
0% 4/15/03 (d)                                      B3         7,380                      5,037           
 
12.25% 9/1/04                                       B3         8,130                      7,967           
 
Level 3 Communications, Inc. 9.125% 5/1/08          B3         5,710                      5,367           
 
McLeodUSA, Inc.:                                                                                          
 
0% 3/1/07 (d)                                       B2         6,005                      4,369           
 
9.25% 7/15/07                                       B2         2,000                      2,055           
 
NEXTLINK Communications, Inc. 9.625%                B3         10,240                     9,933           
10/1/07                                                                                                   
 
CORPORATE BONDS - CONTINUED                                                                               
 
                                       MOODY'S RATINGS        PRINCIPAL                  VALUE (NOTE 1)   
                                       (UNAUDITED) (B)        AMOUNT (000S)              (000S)           
 
NONCONVERTIBLE BONDS - CONTINUED                                                                          
 
UTILITIES - CONTINUED                                                                                     
 
TELEPHONE SERVICES - CONTINUED                                                                            
 
Pathnet, Inc. 12.25% 4/15/08 (f)                    -         $ 13,610                   $ 10,344         
 
WinStar Communications, Inc. 11%                    -          11,160                     7,645           
3/15/08 (d)                                                                                               
 
WorldCom, Inc.:                                                                                           
 
7.75% 4/1/07                                        Baa2       3,890                      4,444           
 
8.875% 1/15/06                                      Baa2       9,729                      10,672          
 
9.375% 1/15/04                                      Baa2       10,620                     11,095          
 
                                                                                          92,584          
 
TOTAL UTILITIES                                                                           245,916         
 
TOTAL NONCONVERTIBLE BONDS                                                                2,440,904       
 
TOTAL CORPORATE BONDS                                                         2,455,142                   
(Cost $2,474,187)                                                                                         
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                            <C>   <C>  <C>            <C>       <C>              
U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS - 3.4%                                                           
 
                                                                                                                   
 
U.S. GOVERNMENT AGENCY OBLIGATIONS - 0.8%                                                                          
 
Fannie Mae:                                                                                                        
 
5.75% 6/15/05                                                   Aaa       3,555                    3,740           
 
6% 5/15/08                                                      Aaa       2,840                    3,062           
 
7.49% 3/2/05                                                    Aaa       4,725                    5,403           
 
Federal Home Loan Bank:                                                                                            
 
7.7% 9/20/04                                                    Aaa       2,360                    2,708           
 
8.09% 12/28/04                                                  Aaa       11,000                   12,911          
 
Financing Corp. 0% 4/5/02                                       Aaa       2,276                    1,945           
 
Financing Corp. Coupon Strip:                                                                                      
 
0% 5/11/02                                                      Aaa       2,275                    1,929           
 
0% 8/8/05                                                       Aaa       5,482                    3,953           
 
0% 11/30/05                                                     Aaa       1,666                    1,182           
 
Freddie Mac 7.35% 3/22/05                                       Aaa       5,000                    5,684           
 
U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS - CONTINUED                                                      
 
                                       MOODY'S RATINGS        PRINCIPAL                  VALUE (NOTE 1)   
                                       (UNAUDITED) (B)        AMOUNT (000S)              (000S)           
 
U.S. GOVERNMENT AGENCY OBLIGATIONS - CONTINUED                                                                     
 
U.S. Department of Housing and Urban                                                                               
Development government guaranteed                                                                                  
participation certificates Series 1996-A:                                                                          
 
6.73% 8/1/02                                                    Aaa      $ 22,400                 $ 23,738         
 
6.83% 8/1/03                                                    Aaa       11,700                   12,634          
 
7.57% 8/1/13                                                    Aaa       10,090                   11,564          
 
                                                                                                   90,453          
 
U.S. TREASURY OBLIGATIONS - 2.6%                                                                                   
 
U.S. Treasury Bills, yield at date of purchase                            10,975                   10,966          
4.97% to 4.98% 10/8/98 (h)                                                                                         
 
U.S. Treasury Bonds:                                                                                               
 
6.5% 11/15/26                                                   Aaa       7,140                    8,519           
 
7.125% 2/15/23                                                  Aaa       1,738                    2,194           
 
7.625% 2/15/25                                                  Aaa       112,455                  151,411         
 
8.875% 2/15/19                                                  Aaa       1,360                    1,987           
 
10.75% 5/15/03                                                  Aaa       13,750                   17,351          
 
10.75% 8/15/05                                                  Aaa       5,080                    6,938           
 
11.75% 2/15/10 (callable)                                       Aaa       21,750                   30,243          
 
12.75% 11/15/10 (callable)                                      Aaa       17,680                   26,302          
 
U.S. Treasury Notes:                                                                                               
 
5.375% 2/15/01                                                  Aaa       5,400                    5,522           
 
5.5% 5/31/03                                                    Aaa       3,100                    3,252           
 
5.625% 11/30/99                                                 Aaa       24,473                   24,771          
 
5.875% 2/15/00                                                  Aaa       1,885                    1,919           
 
6.625% 6/30/01                                                  Aaa       6,600                    6,977           
 
7% 7/15/06                                                      Aaa       6,340                    7,386           
 
7.875% 11/15/04                                                 Aaa       3,500                    4,143           
 
                                                                                                   309,881         
 
TOTAL U.S. GOVERNMENT AND                                                                400,334                   
GOVERNMENT AGENCY OBLIGATIONS                                                                                      
(Cost $372,533)                                                                                                    
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                         <C>   <C>  <C>            <C>       <C>              
U.S. GOVERNMENT AGENCY - MORTGAGE-BACKED SECURITIES - 7.5%                                                      
 
                                       MOODY'S RATINGS        PRINCIPAL                  VALUE (NOTE 1)   
                                       (UNAUDITED) (B)        AMOUNT (000S)              (000S)           
 
FANNIE MAE - 5.0%                                                                                               
 
5.5% 6/17/03 to 9/1/13                                       Aaa      $ 19,229                 $ 19,218         
 
6% 4/5/03 to 4/1/28                                          Aaa       207,530                  209,296         
 
6.5% 1/1/13 to 7/1/28                                        Aaa       158,464                  161,330         
 
7% 10/1/28 (g)(m)                                            Aaa       133,962                  137,730         
 
7.5% 8/1/24 to 7/1/28                                        Aaa       61,940                   63,899          
 
                                                                                                591,473         
 
FREDDIE MAC - 0.6%                                                                                              
 
5.5% 5/11/03                                                 Aaa       10,398                   10,365          
 
6% 10/1/23 to 9/1/25                                         Aaa       11,998                   12,028          
 
7% 1/22/01 to 8/1/01                                         Aaa       3,446                    3,475           
 
7.5% 6/1/25 to 4/1/28                                        Aaa       48,832                   50,313          
 
8.5% 2/1/19 to 8/1/22                                        Aaa       273                      285             
 
                                                                                                76,466          
 
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION - 1.9%                                                                 
 
6% 10/15/08 to 12/15/10                                      Aaa       27,976                   28,493          
 
6.5% 12/15/07 to 8/15/09                                     Aaa       55,242                   56,660          
 
7% 2/15/28 to 7/15/28                                        Aaa       57,407                   59,254          
 
7.5% 3/15/22 to 8/15/28                                      Aaa       68,547                   71,072          
 
8% 4/15/24 to 12/15/25                                       Aaa       4,411                    4,596           
 
                                                                                                220,075         
 
TOTAL U.S. GOVERNMENT AGENCY -                                                        888,014                   
MORTGAGE-BACKED SECURITIES                                                                                      
(Cost $858,134)                                                                                                 
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                               <C>   <C>  <C>     <C>  <C>     
COLLATERALIZED MORTGAGE OBLIGATIONS - 0.0%                                       
 
                                                                                 
 
PRIVATE SPONSOR - 0.0%                                                           
 
Credit-Based Asset Servicing and Securitization    Ba3       3,400        1,422  
LLC Series 1997-2 Class 2-B, 7.2236%                                             
12/29/25 (f)(i)                                                                  
(Cost $1,807)                                                                    
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                             <C>    <C>  <C>            <C>       <C>              
ASSET-BACKED SECURITIES - 2.6%                                                                       
 
                                       MOODY'S RATINGS        PRINCIPAL                  VALUE (NOTE 1)   
                                       (UNAUDITED) (B)        AMOUNT (000S)              (000S)           
 
Airplanes Pass Through Trust 10.875%             Ba2       $ 14,820                 $ 15,339         
3/15/19                                                                                              
 
BankAmerica Manufacturing Housing Contract       Aaa        9,930                    10,070          
6.2% 4/10/09                                                                                         
 
Capita Equipment Receivables Trust 6.48%         Baa2       8,150                    8,298           
10/15/06                                                                                             
 
Chase Manhattan Auto Owner Trust 5.85%           Aaa        12,180                   12,397          
5/15/03                                                                                              
 
Chevy Chase Auto Receivables Trust 5.91%         Aaa        6,597                    6,678           
12/15/04                                                                                             
 
Contimortgage Home Equity Loan Trust 6.26%       Aaa        13,310                   13,368          
7/15/12                                                                                              
 
CPS Auto Grantor Trust:                                                                              
 
6.09% 11/15/03                                   Aaa        8,707                    8,742           
 
6.55% 8/15/02                                    Aaa        5,965                    6,036           
 
CPS Auto Receivables Trust 6% 8/15/03            Aaa        14,889                   15,056          
 
CSXT Trade Receivables Master Trust 6%           Aaa        12,240                   12,710          
7/25/04                                                                                              
 
Dayton Hudson Credit Card Master Trust 6.25%     Aaa        13,300                   13,921          
8/25/05                                                                                              
 
Ford Credit Auto Owner Trust:                                                                        
 
6.2% 12/15/02                                    Baa3       7,380                    7,517           
 
6.4% 5/15/02                                     A1         10,051                   10,276          
 
6.4% 12/15/02                                    Baa3       4,070                    4,090           
 
Green Tree Financial Corp.:                                                                          
 
6.5% 6/15/27                                     Aaa        3,531                    3,535           
 
6.68% 1/15/29                                    AAA        18,680                   19,217          
 
6.8% 6/15/27                                     Aaa        6,500                    6,579           
 
Key Auto Finance Trust 6.3% 10/15/03             A2         9,352                    9,396           
 
MBNA Master Credit Card Trust II 6.55%           Aaa        26,970                   28,619          
1/15/07                                                                                              
 
Olympic Automobile Receivables Trust:                                                                
 
6.4% 9/15/01                                     Aaa        13,560                   13,751          
 
6.7% 3/15/02                                     Aaa        6,680                    6,801           
 
Petroleum Enhanced Trust Receivables Offering    Baa2       8,996                    8,993           
Petroleum Trust 6.125% 2/5/03 (f)(i)                                                                 
 
Premier Auto Trust:                                                                                  
 
6% 5/6/00                                        Aaa        3,517                    3,520           
 
6.34% 1/6/03                                     Aaa        20,000                   20,500          
 
ASSET-BACKED SECURITIES - CONTINUED                                                                  
 
                                       MOODY'S RATINGS        PRINCIPAL                  VALUE (NOTE 1)   
                                       (UNAUDITED) (B)        AMOUNT (000S)              (000S)           
 
Prime Credit Card Master Trust 6.75% 11/15/05    Aaa       $ 14,250                 $ 14,940         
 
UAF Auto Grantor Trust 6.1% 1/15/03 (f)          Aaa        12,685                   12,776          
 
WFS Financial Owner Trust 6.55% 10/20/04         Aaa        11,150                   11,401          
 
TOTAL ASSET-BACKED SECURITIES                                              304,526                   
(Cost $297,934)                                                                                      
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                      <C>    <C>  <C>            <C>       <C>              
COMMERCIAL MORTGAGE SECURITIES - 2.9%                                                                         
 
                                              MOODY'S RATINGS                                                         
                                              (UNAUDITED) (B)                                                          
 
Atherton Franchisee Loan Funding LLP Series               BB         2,047                    1,658           
1998-A Class E, 8.25% 5/15/20 (f)                                                                             
 
Bankers Trust Remic Trust 1988-1 Series                   Ba2        3,301                    3,205           
1998-S1A Class G, 8.6764% 11/28/02 (f)(i)                                                                     
 
Bardell Associates Note Trust 12.5%,                      -          16,577                   17,613          
11/1/08 (k)                                                                                                   
 
Berkeley Federal Bank & Trust FSB Series 1994             -          2,280                    1,778           
Class 1-B 7.7518% 8/1/24 (f)(i)                                                                               
 
BKB Commercial Mortgage Trust Series 1997-C1              BBB        5,378                    5,495           
Class D, 7.83% 2/25/43 (f)(i)                                                                                 
 
CBM Funding Corp. sequential pay Series                                                                       
1996-1:                                                                                                       
 
Class A-3PI, 7.08% 11/1/07                                AA         8,220                    8,685           
 
Class B, 7.48% 2/1/08                                     A          6,410                    6,815           
 
CS First Boston Mortgage Securities Corp.:                                                                    
 
Series 1997-C2 Class D, 7.27% 1/17/35                     Baa2       14,700                   14,728          
 
Series 1998-C1 Class D, 7.17% 1/17/12                     BBB        13,430                   13,720          
 
Series 1998-FLI Class E, 6.5063%                          Baa2       14,600                   14,431          
1/10/13 (f)(i)                                                                                                
 
Deutsche Mortgage & Asset Receiving Corp.                 Baa2       11,800                   12,272          
Series 1998-C1 Class D, 7.231% 7/15/12                                                                        
 
Equitable Life Assurance Society of the United                                                                
States (The):                                                                                                 
 
sequential pay Series 174 Class A1, 7.24%                 Aaa        16,800                   18,337          
5/15/06 (f)                                                                                                   
 
Series 174:                                                                                                   
 
Class B1, 7.33% 5/15/06 (f)                               Aa2        10,400                   11,244          
 
Class D1, 7.77% 5/15/06 (f)                               Baa2       6,800                    7,180           
 
Series 1996-1 Class C1, 7.52% 5/15/06 (f)                 A2         8,000                    8,668           
 
COMMERCIAL MORTGAGE SECURITIES - CONTINUED                                                                    
 
                                       MOODY'S RATINGS        PRINCIPAL                  VALUE (NOTE 1)   
                                       (UNAUDITED) (B)        AMOUNT (000S)              (000S)           
 
First Chicago/Lennar Trust I Series 1997-CHL1:                                                                
 
Class D, 8.1319% 4/13/39 (i)                              -         $ 2,000                  $ 1,885          
 
Class E, 8.1319% 4/1/39 (i)                               -          3,800                    3,105           
 
First Union-Lehman Brothers Commercial                    Aa2        31,350                   33,290          
Mortgage Trust sequential pay Series 1997-C2                                                                  
Class B, 6.79% 11/18/29                                                                                       
 
FMAC Loan Receivables Trust 1998-C:                                                                           
 
Series 1997-A Class E, 8.1059%                            -          1,471                    1,242           
4/15/19 (f)(i)                                                                                                
 
Series 1997-B Class E, 7.8912%                            -          2,307                    1,827           
9/15/19 (f)(i)                                                                                                
 
GAFCO Franchisee Loan Trust Series 1998-1                 -          4,600                    3,729           
Class D, 14.5% 6/1/16 (f)(i)                                                                                  
 
General Motors Acceptance Corp. Commercial                Ba3        1,250                    1,154           
Mortgage Securities, Inc. Series 1996-C1                                                                      
Class F, 7.86% 10/15/28 (f)                                                                                   
 
GS Mortgage Securities Corp. II:                                                                              
 
Series 1997-GL Class A2-B, 6.86% 7/13/30                  Aaa        13,230                   14,031          
 
Series 1998-GLII:                                                                                             
 
Class D, 7.1905% 4/13/31 (f)(i)                           Baa2       4,120                    4,185           
 
Class E, 7.1905% 4/13/31 (f)(i)                           Baa3       13,588                   13,251          
 
Kidder Peabody Acceptance Corp. I                         Aa2        3,320                    3,334           
sequential pay Series 1993-M1 Class A-2,                                                                      
7.15% 4/25/25                                                                                                 
 
LTC Commercial Mortgage Pass Through                      AAA        8,771                    8,862           
Certificates Series 1998-1 Class A, 6.029%                                                                    
5/30/30 (f)                                                                                                   
 
Morgan Stanley Capital I, Inc.:                                                                               
 
Series 1998-CF1:                                                                                              
 
Class D, 7.35% 1/15/12                                    Baa2       11,142                   11,253          
 
Class E, 7.35% 12/15/12                                   Baa3       3,848                    3,675           
 
Series 1998-HF1 Class D, 7.1% 2/15/30 (i)                 BBB        14,900                   15,706          
 
Nomura Asset Securities Corp. Series 1998-D6              Baa2       11,800                   12,550          
Class A-4, 7.5956% 3/17/28 (i)                                                                                
 
Nomura Depositor Trust floater Series                                                                         
1998-ST1A:                                                                                                    
 
Class B-2, 9.8906% 1/15/03 (f)(i)                         -          2,975                    2,711           
 
Class B2-A, 9.8906% 2/15/34 (f)(i)                        -          500                      456             
 
COMMERCIAL MORTGAGE SECURITIES - CONTINUED                                                                    
 
                                       MOODY'S RATINGS        PRINCIPAL                  VALUE (NOTE 1)   
                                       (UNAUDITED) (B)        AMOUNT (000S)              (000S)           
 
Penn Mutual Life Insurance Co. (The)/Penn                                                                     
Insurance & Annuity Co. Series 1996-PML:                                                                      
 
Class K, 7.9% 11/15/26 (f)                                -         $ 750                    $ 561            
 
Class L, 7.9% 11/15/26 (f)                                -          600                      296             
 
Resolution Trust Corp.:                                                                                       
 
floater Series 1991-M2 Class A1, 6.7373%                  Ba3        345                      293             
9/25/20 (i)                                                                                                   
 
Series 1991-M2 Class A-3, 7.2498%                         Ba3        1,623                    1,347           
9/25/20 (i)                                                                                                   
 
Structured Asset Securities Corp.:                                                                            
 
sequential pay Series 1996 Class A-2A,                    AAA        2,629                    2,646           
7.75% 2/25/28                                                                                                 
 
Series 1995-C1 Class E, 7.375% 9/25/24 (f)                BB         2,390                    2,329           
 
Series 1996-CFL:                                                                                              
 
Class E, 7.75% 2/25/28                                    BB+        6,820                    6,997           
 
Class G, 7.75% 2/25/28 (f)                                -          3,700                    3,427           
 
Class H, 7.75% 2/25/28 (f)                                -          1,000                    806             
 
Thirteen Affiliates of General Growth Properties, Inc.:                                                       
 
sequential pay Series A-2, 6.602%                         Aaa        10,590                   11,141          
12/15/10 (f)                                                                                                  
 
Series D-2, 6.992% 12/15/10 (f)                           Baa2       11,380                   11,459          
 
Series E-2, 7.224% 12/15/10 (f)                           Baa3       6,760                    6,628           
 
Wells Fargo Capital Markets Apartment                     Aaa        8,767                    9,066           
Financing Trust Series APT Class 1, 6.56%                                                                     
12/29/05 (f)                                                                                                  
 
TOTAL COMMERCIAL MORTGAGE SECURITIES                                                339,071                   
(Cost $328,872)                                                                                               
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                          <C>    <C>  <C>      <C>      <C>      
FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS - 0.2%                                        
 
                                       MOODY'S RATINGS    
                                       (UNAUDITED) (B) 
 
Export Development Corp. yankee 8.125%                        Aa2        4,880             5,002   
8/10/99 (j)                                                                                        
 
Israeli State euro 6.375% 12/19/01 (j)                        Aaa        13,265            13,733  
 
Newfoundland Province yankee 11.625%                          Baa1       5,750             8,192   
10/15/07 (j)                                                                                       
 
TOTAL FOREIGN GOVERNMENT AND                                                               26,927           
GOVERNMENT AGENCY OBLIGATIONS                                                                      
(Cost $25,664)                                                                                     
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                            <C>   <C>  <C>            <C>  <C>              
SUPRANATIONAL OBLIGATIONS - 0.1%                                                              
 
                                       MOODY'S RATINGS        PRINCIPAL                  VALUE (NOTE 1)   
                                       (UNAUDITED) (B)        AMOUNT (000S)              (000S)           
 
Inter American Development Bank yankee 6.29%    Aaa      $ 13,000            $ 14,268         
7/16/27                                                                                       
(Cost $12,918)                                                                                
 
 
BANK NOTES - 0.2%                                           
 
                                                            
 
Key Bank NA 5.6175% 8/20/99 (i)                             25,000             24,976  
(Cost $24,966)                                              
 
 
CERTIFICATES OF DEPOSIT - 2.3%                                                      
 
                                                                                    
 
Abbey National Treasury Services PLC euro 5.51%          27,000             27,010  
12/4/98                                                                             
 
ABN-AMRO Bank NV yankee euro 5.64% 12/14/98              28,000             28,016  
 
Bank of Scotland Treasury Services euro 5.64%            12,000             12,009  
12/29/98                                                                            
 
Bayerische Hypotheken-und Wechselbank AG yankee          10,100             10,119  
5.7% 3/30/99                                                                        
 
Bayerische Landesbank Girozentrale yankee 5.33%          27,000             27,012  
2/26/99                                                                             
 
Canadian Imperial Bank of Commerce, New York             16,760             17,117  
yankee 6.2% 8/1/00                                                                  
 
Deutsche Bank AG yankee:                                                            
 
5.19% 12/1/98                                            5,000              4,999   
 
5.94% 10/26/98                                           10,000             10,002  
 
First National Bank of Chicago 5.65% 3/3/99              25,000             25,033  
 
RaboBank Nederland Coop. Central yankee 5.68%            25,000             25,085  
6/4/99                                                                              
 
Societe Generale, France yankee 5.91% 10/15/98           21,600             21,603  
 
Swiss Bank Corp. yankee 5.65% 3/24/99                    20,000             20,032  
 
Toronto-Dominion Bank yankee 5.68% 6/4/99                25,000             25,085  
 
Westdeutsche Landesbank Girozentrale yankee 5.63%        19,000             19,025  
2/8/99                                                                              
 
TOTAL CERTIFICATES OF DEPOSIT                                               272,147           
(Cost $271,440)                                                                          
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                             <C>  <C>            <C>       <C>              
COMMERCIAL PAPER - 1.8%                                                                       
 
                                                                                              
 
Citibank Credit Card Master Trust I                                                           
(Dakota Certificate Program):                                                                 
 
5.5% 11/10/98                                        6,000                    5,965           
 
5.53% 10/13/98                                       7,600                    7,587           
 
COMMERCIAL PAPER - CONTINUED                                                                  
 
                                                    PRINCIPAL                VALUE (NOTE 1)   
                                                    AMOUNT (000S)            (000S)           
 
Commonwealth Bank of Australia yankee 5.35%         $ 25,000                 $ 24,479         
3/1/99                                                                                        
 
Daimler-Benz North America Corp. yankee 5.53%        8,000                    7,967           
10/29/98                                                                                      
 
Enterprise Funding Corp. 5.4% 12/4/98                13,000                   12,886          
 
General Electric Capital Corp. 5.51% 11/12/98        19,000                   18,885          
 
Generale de Banque SA yankee 5.36% 2/24/99           22,400                   21,939          
 
Kitty Hawk Funding Corp. 5.53% 10/23/98              19,000                   18,939          
 
Monsanto Co.:                                                                                 
 
5.51% 12/1/98                                        7,800                    7,732           
 
5.52% 11/3/98                                        7,000                    6,966           
 
5.52% 11/19/98                                       5,600                    5,561           
 
Salomon Smith Barney 5.45% 12/3/98                   25,000                   24,774          
 
Three Rivers Funding Corp. 5.51% 12/1/98             9,113                    9,034           
 
Transamerica Finance Corp. 5.47% 1/26/99             12,000                   11,802          
 
Triple A One Funding Corp.:                                                                   
 
5.55% 10/14/98                                       9,500                    9,482           
 
5.57% 10/23/98                                       19,000                   18,939          
 
TOTAL COMMERCIAL PAPER                                                        212,937                   
(Cost $212,765)                                                                               
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                 <C>  <C>      <C>  <C>      
MASTER NOTES - 0.2%                                                            
 
                                                                               
 
Goldman Sachs Group L.P. (The) 5.6875% 1/27/99 (i)   18,000                   18,000  
(Cost $18,000)                                                                 
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                       <C>            <C>           <C>         
CASH EQUIVALENTS - 9.0%                                                            
 
                                          MATURITY                                 
                                          AMOUNT (000S)                            
 
Investments in repurchase agreements                                               
(U.S. Treasury obligations), in a joint                                            
trading account at:                                                                
 
5%, dated 9/30/98 due 10/1/98             $ 2,731                       2,731      
 
5.77%, dated 9/30/98 due 10/1/98           6,129                        6,128      
 
                                          SHARES (000S)                            
 
Taxable Central Cash Fund (c)              1,051,993                    1,051,993  
 
TOTAL CASH EQUIVALENTS                                                  1,060,852                
(Cost $1,060,852)                                                                  
 
TOTAL INVESTMENT IN SECURITIES - 100%                                   $ 11,772,672              
(Cost $11,346,822)                                                                 
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                                                                 <C>          <C>  <C>           <C>  <C>           
FUTURES CONTRACTS                                                                                                       
 
                                                                     EXPIRATION        UNDERLYING         UNREALIZED    
                                                                     DATE              FACE AMOUNT        GAIN (LOSS)   
                                                                                       (000S)             (000S)        
 
PURCHASED                                                                                                           
 
568 S&P 500 Stock Index Contracts                                    Dec. 1998         $ 145,692          $ 2,768       
 
THE FACE VALUE OF FUTURES PURCHASED AS A PERCENTAGE OF TOTAL INVESTMENT IN SECURITIES - 1.2%  
 
</TABLE>
 
LEGEND
(a) Non-income producing
(b) Standard & Poor's credit ratings are used in the absence of a
rating by Moody's Investors Service, Inc.
(c) At period end, the seven-day yield on the Taxable Central Cash
Fund was 5.36%. The yield refers to the income earned by investing in
the fund over the seven-day period, expressed as an annual percentage.
(d) Debt obligation initially issued in zero coupon form which
converts to coupon form at a specified rate and date.
(e) Debt obligation initially issued at one coupon which converts to a
higher coupon at a specified date. The rate shown is the rate at
period end.
(f) Security exempt from registration under Rule 144A of the
Securities Act of 1933.  These securities may be resold in
transactions exempt from registration, normally to qualified
institutional buyers. At the period end, the value of these securities
amounted to $459,021,000 or 4.0% of net assets.
(g) Security purchased on a delayed delivery or when-issued basis (see
Note 2 of Notes to Financial Statements).
(h) Security or a portion of the security was pledged to cover margin
requirements for futures contracts. At the period end, the value of
securities pledged amounted to $8,566,000.
(i) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end.
(j) For Foreign government obligations not individually rated by S&P
or Moody's, the ratings listed are assigned to the securities by FMR,
the fund's investment adviser, based principally on S&P and Moody's
ratings of the sovereign credit of the issuing government.
(k) Restricted securities - Investment in securities not registered
under the Securities Act of 1933 (see Note 2 of Notes to Financial
Statements).
 
SECURITY                                      ACQUISTION DATE    ACQUISITION   
                                                                 COST (000S)   
 
Alliance Gaming Corp.                         7/28/98            $ 1,006       
 
Bardell Associates Note Trust 12.5%, 11/1/08  4/19/94            $ 16,845      
 
Fairchild Semi-                                4/3/97 - 9/15/98  $ 5,472       
conductor Corp. 11.74% 3/15/08 pay-in-kind                                     
 
(l) Affiliated company (see Note 8 of Notes to Financial Statements).
(m) A portion of the security was sold on a delayed delivery or
when-issued basis (see Note 2 of Notes to Financial Statements).
OTHER INFORMATION
The composition of long-term debt holdings as a percentage of total
value of investments in securities, is as follows (ratings are
unaudited):
 
MOODY'S RATINGS  S&P RATINGS  
 
Aaa, Aa, A   19.4%  AAA, AA, A   18.4%  
 
Baa          7.5%   BBB          7.8%   
 
Ba           2.9%   BB           3.1%   
 
B            5.0%   B            4.9%   
 
Caa          0.8%   CCC          0.8%   
 
For some foreign government obligations, FMR has assigned the ratings
for the sovereign credit of the issuing government. The percentage not
rated by Moody's or S&P amounted to 0.8%. FMR has determined that
unrated debt securities that are lower quality account for 0.1% of the
total value of investment in securities.
 
INCOME TAX INFORMATION
At September 30, 1998, the aggregate cost of investment securities for
income tax purposes was $11,419,188,000. Net unrealized appreciation
aggregated $353,484,000, of which $1,056,555,000 related to
appreciated investment securities and $703,071,000 related to
depreciated investment securities.
The fund hereby designates approximately $725,618,000 as a capital
gain dividend for the purpose of the dividend paid deduction.
 
FINANCIAL STATEMENTS
 
STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT                                    
PER-SHARE AMOUNT)                                               
 
ASSETS                                                          
 
INVESTMENT IN SECURITIES, AT VALUE                $ 11,772,672  
(INCLUDING REPURCHASE                                           
AGREEMENTS OF $8,859) (COST                                     
$11,346,822) -                                                  
SEE ACCOMPANYING SCHEDULE                                       
 
COMMITMENT TO SELL SECURITIES ON      $ (55,519)                
A DELAYED DELIVERY BASIS                                        
 
RECEIVABLE FOR SECURITIES SOLD ON      55,156      (363)        
A DELAYED DELIVERY BASIS                                        
 
RECEIVABLE FOR INVESTMENTS SOLD,                   175,248      
REGULAR DELIVERY                                                
 
CASH                                               878          
 
RECEIVABLE FOR FUND SHARES SOLD                    8,442        
 
DIVIDENDS RECEIVABLE                               8,951        
 
INTEREST RECEIVABLE                                65,740       
 
OTHER RECEIVABLES                                  750          
 
 TOTAL ASSETS                                      12,032,318   
 
LIABILITIES                                                     
 
PAYABLE FOR INVESTMENTS                155,314                  
PURCHASED                                                       
REGULAR DELIVERY                                                
 
 DELAYED DELIVERY                      196,586                  
 
PAYABLE FOR FUND SHARES                77,428                   
REDEEMED                                                        
 
ACCRUED MANAGEMENT FEE                 5,241                    
 
PAYABLE FOR DAILY VARIATION ON         4,473                    
FUTURES CONTRACTS                                               
 
OTHER PAYABLES AND ACCRUED             2,341                    
EXPENSES                                                        
 
COLLATERAL ON SECURITIES LOANED,       15,040                   
AT VALUE                                                        
 
 TOTAL LIABILITIES                                 456,423      
 
NET ASSETS                                        $ 11,575,895  
 
NET ASSETS CONSIST OF:                                          
 
PAID IN CAPITAL                                   $ 8,966,390   
 
UNDISTRIBUTED NET INVESTMENT                       18,489       
INCOME                                                          
 
ACCUMULATED UNDISTRIBUTED NET                      2,162,562    
REALIZED GAIN (LOSS) ON                                         
INVESTMENTS AND FOREIGN                                         
CURRENCY TRANSACTIONS                                           
 
NET UNREALIZED APPRECIATION                        428,454      
(DEPRECIATION) ON INVESTMENTS                                   
AND ASSETS AND LIABILITIES IN                                   
FOREIGN CURRENCIES                                              
 
NET ASSETS, FOR 634,669 SHARES                    $ 11,575,895  
OUTSTANDING                                                     
 
NET ASSET VALUE, OFFERING PRICE                    $18.24       
AND REDEMPTION PRICE                                            
PER SHARE ($11,575,895 (DIVIDED BY)                             
634,669 SHARES)                                                 
 
STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS                                            
                                                YEAR ENDED      
                                                SEPTEMBER 30,   
                                                1998            
 
INVESTMENT INCOME                               $ 102,092       
DIVIDENDS                                                       
 
INTEREST (INCLUDING INCOME ON                    382,908        
SECURITIES LOANED OF $956)                                      
 
 TOTAL INCOME                                    485,000        
 
EXPENSES                                                        
 
MANAGEMENT FEE                    $ 66,671                      
 
TRANSFER AGENT FEES                25,098                       
 
ACCOUNTING AND SECURITY LENDING    989                          
FEES                                                            
 
NON-INTERESTED TRUSTEES'           70                           
COMPENSATION                                                    
 
CUSTODIAN FEES AND EXPENSES        369                          
 
REGISTRATION FEES                  146                          
 
AUDIT                              224                          
 
LEGAL                              70                           
 
INTEREST                           3                            
 
MISCELLANEOUS                      60                           
 
 TOTAL EXPENSES BEFORE             93,700                       
REDUCTIONS                                                      
 
 EXPENSE REDUCTIONS                (2,346)       91,354         
 
NET INVESTMENT INCOME                            393,646        
 
REALIZED AND UNREALIZED GAIN                                    
(LOSS)                                                          
NET REALIZED GAIN (LOSS) ON:                                    
 
 INVESTMENT SECURITIES             2,250,398                    
 
 FOREIGN CURRENCY TRANSACTIONS     876                          
 
 FUTURES CONTRACTS                 (28,646)      2,222,628      
 
CHANGE IN NET UNREALIZED                                        
APPRECIATION (DEPRECIATION)                                     
ON:                                                             
 
 INVESTMENT SECURITIES             (1,969,086)                  
 
 ASSETS AND LIABILITIES IN         87                           
FOREIGN CURRENCIES                                              
 
 FUTURES CONTRACTS                 2,768                        
 
 DELAYED DELIVERY                  (363)         (1,966,594)    
COMMITMENTS                                                     
 
NET GAIN (LOSS)                                  256,034        
 
NET INCREASE (DECREASE) IN NET                  $ 649,680       
ASSETS RESULTING                                                
FROM OPERATIONS                                                 
 
STATEMENT OF CHANGES IN NET ASSETS
AMOUNTS IN THOUSANDS             YEAR ENDED     YEAR ENDED     
                                 SEPTEMBER 30,  SEPTEMBER 30,  
                                 1998           1997           
 
INCREASE (DECREASE) IN NET                                     
ASSETS                                                         
 
OPERATIONS                       $ 393,646      $ 377,233      
NET INVESTMENT INCOME                                          
 
 NET REALIZED GAIN (LOSS)         2,222,628      749,581       
 
 CHANGE IN NET UNREALIZED         (1,966,594)    1,371,526     
APPRECIATION (DEPRECIATION)                                    
 
 NET INCREASE (DECREASE) IN       649,680        2,498,340     
NET ASSETS RESULTING                                           
FROM OPERATIONS                                                
 
DISTRIBUTIONS TO SHAREHOLDERS     (405,621)      (418,976)     
FROM NET INVESTMENT INCOME                                     
 
 FROM NET REALIZED GAIN           (679,853)      (468,542)     
 
 TOTAL DISTRIBUTIONS              (1,085,474)    (887,518)     
 
SHARE TRANSACTIONS                2,109,183      2,000,175     
NET PROCEEDS FROM SALES OF                                     
SHARES                                                         
 
 REINVESTMENT OF DISTRIBUTIONS    1,066,099      871,972       
 
 COST OF SHARES REDEEMED          (3,029,481)    (3,290,756)   
 
 NET INCREASE (DECREASE) IN       145,801        (418,609)     
NET ASSETS RESULTING                                           
FROM SHARE TRANSACTIONS                                        
 
  TOTAL INCREASE (DECREASE) IN    (289,993)      1,192,213     
NET ASSETS                                                     
 
NET ASSETS                                                     
 
 BEGINNING OF PERIOD              11,865,888     10,673,675    
 
 END OF PERIOD (INCLUDING        $ 11,575,895   $ 11,865,888   
UNDISTRIBUTED NET INVESTMENT                                   
INCOME OF $18,489 AND                                          
$21,392, RESPECTIVELY)                                         
 
OTHER INFORMATION                                              
SHARES                                                         
 
 SOLD                             110,919        114,774       
 
 ISSUED IN REINVESTMENT OF        58,413         51,553        
DISTRIBUTIONS                                                  
 
 REDEEMED                         (158,815)      (189,437)     
 
 NET INCREASE (DECREASE)          10,517         (23,110)      
 
FINANCIAL HIGHLIGHTS
                     YEARS                                             
                     ENDED                                             
                     SEPTEMB                                           
                     ER 30,                                            
 
                     1998      1997      1996      1995      1994      
 
SELECTED                                                               
PER-SHARE                                                              
DATA                                                                   
 
NET ASSET VALUE,     $ 19.01   $ 16.49   $ 15.47   $ 14.58   $ 14.97   
BEGINNING OF                                                           
PERIOD                                                                 
 
INCOME FROM                                                            
INVESTMENT                                                             
OPERATIONS                                                             
 
 NET INVESTMENT       .61 B     .59 B     .62       .49       .34      
INCOME                                                                 
 
 NET REALIZED         .37       3.35      .96       .93       .21      
AND UNREALIZED                                                         
                                                                       
 GAIN (LOSS)                                                           
 
 TOTAL FROM           .98       3.94      1.58      1.42      .55      
INVESTMENT                                                             
 OPERATIONS                                                            
 
LESS DISTRIBUTIONS                                                     
 
 FROM NET             (.64)     (.67)     (.56)     (.44)     (.44)    
INVESTMENT                                                             
INCOME                                                                 
 
 FROM NET             (1.11)    (.75)     -         -         (.45)    
REALIZED GAIN                                                          
 
 IN EXCESS OF NET     -         -         -         (.09)     (.05)    
REALIZED GAIN                                                          
 
 TOTAL                (1.75)    (1.42)    (.56)     (.53)     (.94)    
DISTRIBUTIONS                                                          
 
NET ASSET VALUE,     $ 18.24   $ 19.01   $ 16.49   $ 15.47   $ 14.58   
END OF PERIOD                                                          
 
TOTAL RETURN A        5.34%     25.15%    10.37%    10.09%    3.60%    
 
RATIOS AND                                                             
SUPPLEMENTAL                                                           
DATA                                                                   
 
NET ASSETS, END      $ 11,576  $ 11,866  $ 10,674  $ 11,084  $ 11,792  
OF PERIOD                                                              
(IN MILLIONS)                                                          
 
RATIO OF EXPENSES     .76%      .79%      .95%      .97%      1.04%    
TO AVERAGE                                                             
NET ASSETS                                                             
 
RATIO OF EXPENSES     .74% C    .78% C    .93% C    .97%      1.04%    
TO AVERAGE                                                             
NET ASSETS AFTER                                                       
EXPENSE                                                                
REDUCTIONS                                                             
 
RATIO OF NET          3.19%     3.39%     3.64%     4.27%     3.63%    
INVESTMENT                                                             
INCOME TO                                                              
AVERAGE NET                                                            
ASSETS                                                                 
 
PORTFOLIO TURNOVER    136%      79%       131%      137%      109%     
RATE                                                                   
 
A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN (SEE NOTE 7 OF NOTES TO
FINANCIAL STATEMENTS).
B NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
C FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES
(SEE NOTE 7 OF NOTES TO FINANCIAL STATEMENTS).
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD ENDED SEPTEMBER 30, 1998
 
 
1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Asset Manager (the fund) is a fund of Fidelity Charles Street
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 financial
statements have been prepared in conformity with generally accepted
accounting principles which require management to make certain
estimates and assumptions at the date of the financial statements. The
following summarizes the significant accounting policies of the fund:
SECURITY VALUATION. Equity securities for which quotations are readily
available are valued at last sale price, or if no sale price, at the
closing bid price. Debt securities for which quotations are readily
available are valued by a pricing service at their market values as
determined by their most recent bid prices in the principal market
(sales prices if the principal market is an exchange) in which such
securities are normally traded. Securities (including restricted
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. Short-term securities with remaining maturities of
sixty days or less for which quotations are not readily available are
valued at amortized cost or original cost plus accrued interest, both
of which approximate current value.
FOREIGN CURRENCY TRANSLATION. The accounting records of the fund are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the prevailing rates of exchange at period end. 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.
Net realized gains and losses on foreign currency transactions
represent net gains and losses from sales and maturities of foreign
currency contracts, disposition of foreign currencies, the difference
between the amount of net investment income accrued and the U.S.
dollar amount actually received, and gains and losses between trade
date and settlement on purchases and sales of securities. The effects
of changes in foreign currency exchange rates on investments in
securities are included with the net realized and unrealized gain or
loss on investment securities.
INCOME TAXES. As a qualified regulated investment company under
Subchapter M of the Internal Revenue Code, the fund is not subject to
income taxes to the extent that it distributes substantially all of
its taxable income for its fiscal year. The schedule of investments
includes information regarding income taxes under the caption "Income
Tax Information."
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend
date, except certain dividends from foreign securities where the
ex-dividend date 
1. SIGNIFICANT ACCOUNTING 
POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
may have passed, are recorded as soon as the fund is informed of the
ex-dividend date. Non-cash dividends included in dividend income, if
any, are recorded at the fair market value of the securities received.
Interest income, which includes accretion of original interest income,
is accrued as earned. Investment income is recorded net of foreign
taxes withheld where recovery of such taxes is uncertain.
EXPENSES. Most expenses of the trust can be directly attributed to a
fund. Expenses which cannot be directly attributed are apportioned
among the funds in the trust.
DEFERRED TRUSTEE COMPENSATION. Under a Deferred Compensation Plan (the
Plan) non-interested Trustees must defer receipt of a portion of, and
may elect to defer receipt of an additional portion of, their annual
compensation. Deferred amounts are treated as though equivalent dollar
amounts had been invested in shares of the fund or are invested in a
cross-section of other Fidelity funds. Deferred amounts remain in the
fund until distributed in accordance with the Plan.
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, foreign currency transactions, passive foreign
investment companies (PFIC), market discount, partnerships, and losses
deferred due to wash sales and futures.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital.
Undistributed net investment income and accumulated undistributed net
realized gain (loss) on investments and foreign currency transactions
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.
FOREIGN CURRENCY CONTRACTS. The fund generally uses foreign currency
contracts to facilitate transactions in foreign-denominated
securities. Losses may arise from changes in the value of the foreign
currency or if the counterparties do not perform under the contracts'
terms. The U.S. dollar value of foreign currency contracts is
determined using contractual currency exchange rates established at
the time of each trade.
2. OPERATING POLICIES - 
CONTINUED
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 for U.S. Treasury or Federal Agency obligations.
REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
securities are transferred to an account of the fund, or to the Joint
Trading Account, at a bank custodian. The securities are
marked-to-market daily and maintained at a value at least equal to the
principal amount of the repurchase agreement (including accrued
interest). FMR, the fund's investment adviser, is responsible for
determining that the value of the underlying securities remains in
accordance with the market value requirements stated above. 
TAXABLE CENTRAL CASH FUND. Pursuant to an Exemptive Order issued by
the SEC, the fund may invest in the Taxable Central Cash Fund (the
Cash Fund) managed by Fidelity Investments Money Management, Inc., an
affiliate of FMR. The Cash Fund is an open-end money market fund
available only to investment companies and other accounts managed by
FMR and its affiliates. The Cash Fund seeks preservation of capital,
liquidity, and current income by investing in U.S. Treasury securities
and repurchase agreements for these securities. Income distributions
from the Cash Fund are declared daily and paid monthly from net
interest income. Income distributions earned by the fund are recorded
as interest income in the accompanying financial statements.
DELAYED DELIVERY TRANSACTIONS. The fund may purchase or sell
securities on a delayed delivery basis. Payment and delivery may take
place a month or more after the date of the transaction. The price of
the underlying securities and the date when the securities will be
delivered and paid for are fixed at the time the transaction is
negotiated. The market values of the securities purchased or sold on a
delayed delivery basis are identified as such in the fund's schedule
of investments. The fund may receive compensation for interest forgone
in the purchase of a delayed delivery security. With respect to
purchase commitments, the fund identifies securities as segregated in
its custodial records with a value at least equal to the amount of the
commitment. Losses may arise due to changes in the market value of the
underlying securities or if the counterparty does not perform under
the contract. 
FUTURES CONTRACTS. The fund may use futures contracts to manage its
exposure to the stock market. Buying futures tends to increase the
fund's exposure to the underlying instrument, while selling futures
tends to decrease the fund's exposure to the underlying instrument or
hedge other fund investments. Futures contracts involve, to varying
degrees, risk of loss in excess of the futures variation 
2. OPERATING POLICIES - 
CONTINUED
FUTURES CONTRACTS - CONTINUED
margin reflected in the Statement of Assets and Liabilities. The
underlying face amount at value of any open futures contracts at
period end is shown in the schedule of investments under the caption
"Futures Contracts." This amount reflects each contract's exposure to
the underlying instrument at period end. Losses may arise from changes
in the value of the underlying instruments or if the counterparties do
not perform under the contracts' terms. Gains (losses) are realized
upon the expiration or closing of the futures contracts. Futures
contracts are valued at the settlement price established each day by
the board of trade or exchange on which they are traded.
RESTRICTED SECURITIES. The fund is permitted to invest in securities
that are subject to legal or contractual restrictions on resale. These
securities generally may be resold in transactions exempt from
registration or to the public if the securities are registered.
Disposal of these securities may involve time-consuming negotiations
and expense, and prompt sale at an acceptable price may be difficult.
At the end of the period, restricted securities (excluding 144A
issues) amounted to $22,525,000 or 0.2% of net assets.
3. PURCHASES AND SALES OF INVESTMENTS. 
Purchases and sales of securities, other than short-term securities,
aggregated $15,314,639,000 and $15,923,932,000, respectively, of which
U.S. government and government agency obligations aggregated
$5,308,461,000 and $5,297,346,000, respectively.
The market value of futures contracts opened and closed during the
period amounted to $518,110,000 and $346,540,000, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES. 
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a
monthly fee that is calculated on the basis of a group fee rate plus a
fixed individual fund fee rate applied to the average net assets of
the fund. The group fee rate is the weighted average of a series of
rates and is based on the monthly average net assets of all the mutual
funds advised by FMR. The rates ranged from .2500% to .5200% for the
period. The annual individual fund fee rate is .25%. In the event that
these rates were lower than the contractual rates in effect during the
period, FMR voluntarily implemented the above rates, as they resulted
in the same or a lower management fee. For the period, the management
fee was equivalent to an annual rate of 0.54% of average net assets.
TRANSFER AGENT FEES. Fidelity Service Company, Inc. (FSC), an
affiliate of FMR, is the fund's transfer, dividend disbursing and
shareholder servicing agent. FSC receives account fees and asset-based
fees that vary according to account size and type of account. FSC pays
for typesetting, printing and mailing 
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - 
CONTINUED
TRANSFER AGENT FEES - CONTINUED
of all shareholder reports, except proxy statements. For the period,
the transfer agent fees were equivalent to an annual rate of 0.20% of
average net assets.
ACCOUNTING AND SECURITY LENDING FEES. FSC maintains the fund's
accounting records and administers the security lending program. The
security lending fee is based on the number and duration of lending
transactions. The accounting fee is based on the level of average net
assets for the month plus out-of-pocket expenses. 
BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $1,582,000 for the
period.
5. 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
balance during the 
period for which the loan was outstanding amounted to $17,946,000. The
weighted average interest rate was 5.79%.
6. SECURITY LENDING. 
The fund loaned securities to certain brokers who paid the fund
negotiated lenders' fees. These fees are included in interest income.
The fund receives U.S. Treasury obligations and/or cash as collateral
against the loaned securities, in an amount at least equal to 102% of
the market value of the loaned securities at the inception of each
loan. This collateral must be maintained at not less than 100% of the
market value of the loaned securities during the period of the loan.
At period end, the value of the securities loaned and the value of
collateral amounted to $13,960,000 and $15,040,000, respectively.
7. EXPENSE REDUCTIONS.
FMR directed certain portfolio trades to brokers who paid a portion of
the fund's expenses. For the period, the fund's expenses were reduced
by $1,479,000 under this arrangement.
In addition, the fund has entered into arrangements with its custodian
and transfer agent whereby credits realized as a result of uninvested
cash balances were used to reduce a portion of the fund's expenses.
During the period, the fund's custodian and transfer agent fees were
reduced by $134,000 and $733,000, respectively, under these
arrangements.
8. TRANSACTIONS WITH AFFILIATED COMPANIES.
An affiliated company is a company in which the fund has ownership of
at least 5% of the voting securities. Transactions during the period
with companies which are or were affiliates are as follows:
 
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES
 
                       PURCHASE SALES DIVIDEND VALUE
AFFILIATE              COST     COST  INCOME   (000S)
Lamonts Apparel, Inc.  $ -      $ -   $ -      $ 404
TOTALS                 $ -      $ -   $ -      $ 404
 
REPORT OF INDEPENDENT ACCOUNTANTS
 
To the Trustees of Fidelity Charles Street Trust and the Shareholders
of Fidelity Asset Manager:
In our opinion, the accompanying statement of assets and liabilities,
including the schedule of investments, and the related statements of
operations and of changes in net assets and the financial highlights
present fairly, in all material respects, the financial position of
Fidelity Asset Manager (a fund of Fidelity Charles Street Trust) at
September 30, 1998, and the results of its operations, the changes in
its net assets and the financial highlights for the periods indicated,
in conformity with generally accepted accounting principles. These
financial statements and financial highlights (hereafter referred to
as "financial statements") are the responsibility of the Fidelity
Asset Manager's management; our responsibility is to express an
opinion on these financial statements based on our audits. We
conducted our audits of these financial statements in accordance with
generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe
that our audits, which included confirmation of securities at
September 30, 1998 by correspondence with the custodian and brokers,
provide a reasonable basis for the opinion expressed above.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
November 10, 1998
 
DISTRIBUTIONS
 
The Board of Trustees of (Fidelity Asset Manager) voted to pay to
shareholders of record at the opening of business on record date, the
following distributions derived from capital gains realized from sales
of portfolio securities, and dividends derived from net investment
income:
 
PAY DATE             12/22/97
RECORD DATE          12/19/97
DIVIDENDS            $.19
SHORT-TERM
CAPITAL GAINS        $.39
LONG-TERM 
CAPITAL GAINS        $.72
LONG-TERM CAPITAL
GAIN BREAKDOWN:
 28% rate            59.72%
 20% rate            40.28%
 
A total of 6.40% 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.
A total of 16.15% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate
shareholders.
The fund will notify shareholders in January 1999 of the applicable
percentage for use in preparing 1998 income tax returns.
 
MANAGING YOUR INVESTMENTS
 
Fidelity offers several ways to conveniently manage your personal
investments via your telephone or PC. You can access your account
information, conduct trades and research your investments 24 hours a
day.
BY PHONE
Fidelity TouchTone Xpress(registered trademark) provides a single
toll-free number to access account balances, positions, quotes and
trading. It's easy to navigate the service, and on your first call,
the system will help you create a personal identification number (PIN)
for security.
(PHONE_GRAPHIC)TOUCHTONE XPRESS
1-800-544-5555
PRESS
1 For mutual fund and brokerage trading.
2 For quotes.*
3 For account balances and holdings.
4 To review orders and mutual fund activity.
5 To change your PIN.
*0  To speak to a Fidelity representative.
BY PC
Fidelity's Web site on the Internet provides a wide range of
information, including daily financial news, fund performance,
interactive planning tools and news about Fidelity products and
services.
(PC_GRAPHIC)FIDELITY'S WEB SITE
WWW.FIDELITY.COM
If you are not currently on the Internet, call Fidelity at
1-800-544-7272 and we'll send you an America Online CD or disk with up
to 50 free hours of Web access.
(PC_GRAPHIC)
FIDELITY ON-LINE XPRESS+TM
Fidelity On-line Xpress+ software for Windows combines comprehensive
portfolio management capabilities, securities trading and access to
research and analysis tools . . . all on your desktop. Call Fidelity
at 1-800-544-7272 or visit our Web site for more information on how to
manage your investments via your PC.
 
* 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
815 East Birch Street
Brea, CA
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
251 University Avenue
Palo Alto, CA
1760 Challenge Way
Sacramento, CA
7676 Hazard Center Drive
San Diego, CA
455 Market Street
San Francisco, CA
950 Northgate Drive
San Rafael, CA
1400 Civic Drive
Walnut Creek, CA
6300 Canoga Avenue
Woodland Hills, CA
COLORADO
1625 Broadway
Denver, CO
CONNECTICUT
48 West Putnam Avenue
Greenwich, CT
265 Church Street
New Haven, CT
300 Atlantic Street
Stamford, CT
29 South Main Street
West Hartford, 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
1907 West State Road 434
Longwood, FL
8880 Tamiami Trail, North
Naples, FL
2401 PGA Boulevard
Palm Beach Gardens, FL
8065 Beneva Road
Sarasota, FL
1502 N. Westshore Blvd.
Tampa, FL
GEORGIA
3445 Peachtree Road, N.E.
Atlanta, GA
1000 Abernathy Road
Atlanta, GA
HAWAII
700 Bishop Street
Honolulu, HI
ILLINOIS
One North Franklin Street
Chicago, IL
1415 West 22nd Street
Oak Brook, IL
1700 East Golf Road
Schaumburg, IL
3232 Lake Avenue
Wilmette, IL
INDIANA
4729 East 82nd Street
Indianapolis, IN
MAINE
3 Canal Plaza
Portland, ME
MARYLAND
7401 Wisconsin Avenue
Bethesda, MD
1 West Pennsylvania Ave.
Towson, MD
MASSACHUSETTS
470 Boylston Street
Boston, MA
155 Congress Street
Boston, MA
25 State Street
Boston, MA
300 Granite Street
Braintree, MA
44 Mall Road
Burlington, MA
416 Belmont Street
Worcester, MA
MICHIGAN
280 North Woodward Ave.
Birmingham, MI
29155 Northwestern Hwy.
Southfield, MI
MINNESOTA
7600 France Avenue South
Edina, MN
MISSOURI
700 West 47th Street
Kansas City, MO
8885 Ladue Road
Ladue, MO
200 North Broadway
St. Louis, MO
NEW JERSEY
150 Essex Street
Millburn, NJ
56 South Street
Morristown, NJ
501 Route 17, South
Paramus, NJ
NEW YORK
1055 Franklin Avenue
Garden City, NY
999 Walt Whitman Road
Melville, L.I., NY
1271 Avenue of the Americas
New York, NY
71 Broadway
New York, NY
350 Park Avenue
New York, NY
NORTH CAROLINA
4611 Sharon Road
Charlotte, NC
2200 West Main Street
Durham, NC
OHIO
600 Vine Street
Cincinnati, OH
28699 Chagrin Boulevard
Woodmere Village, OH
OREGON
16850 SW 72 Avenue 
Tigard, OR 
PENNSYLVANIA
1735 Market Street
Philadelphia, PA
439 Fifth Avenue
Pittsburgh, PA
TENNESSEE
6150 Poplar Road
Memphis, TN
TEXAS
10000 Research Boulevard
Austin, TX
4017 Northwest Parkway
Dallas, TX
1155 Dairy Ashford Street
Houston, TX
2701 Drexel Drive
Houston, TX
400 East Las Colinas Blvd.
Irving, TX
14100 San Pedro
San Antonio, TX
19740 IH 45 North
Spring, TX
UTAH
215 South State Street
Salt Lake City, UT
VIRGINIA
8180 Greensboro Drive
McLean, VA
WASHINGTON
411 108th Avenue, N.E.
Bellevue, WA
511 Pine Street
Seattle, WA
WASHINGTON, DC
1900 K Street, N.W.
Washington, DC
WISCONSIN
595 North Barker Road
Brookfield, WI
 
TO WRITE FIDELITY
 
If more than one address is listed, please locate the address that is
closest to you. We'll give your correspondence immediate attention and
send you written confirmation upon completion of your request.
(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)FOR NON-RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003
OVERNIGHT EXPRESS
Fidelity Investments
2300 Litton Lane - KH1A
Hebron, KY 41048
SELLING SHARES
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6I
400 East Las Colinas Blvd.
Irving, TX 75309-5517
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500
(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
OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6R
400 East Las Colinas Blvd.
Irving, TX 75309-5517
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500
 
 
 
INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA
INVESTMENT SUB-ADVISERS
Fidelity Management & Research
(U.K.) Inc., London, England
Fidelity Management & Research
(Far East) Inc., Tokyo, Japan
OFFICERS
Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
Robert A. Lawrence, Vice President
Richard C. Habermann, Vice President
Thomas Sprague, Vice President
Charles S. Morrison, Vice President
John Todd, Vice President
Eric D. Roiter, Secretary
Richard A. Silver, Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
BOARD OF TRUSTEES
Ralph F. Cox *
Phyllis Burke Davis *
Robert M. Gates *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
Marvin L. Mann *
William O. McCoy *
Gerald C. McDonough *
Robert C. Pozen 
Thomas R. Williams *
ADVISORY BOARD
J. Gary Burkhead
* INDEPENDENT TRUSTEES
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Company, Inc.
Boston, MA
CUSTODIAN
The Chase Manhattan Bank
New York, NY
FIDELITY'S ASSET ALLOCATION FUNDS
Asset Manager SM
Asset Manager: Growth SM
Asset Manager: Income SM
Fidelity Freedom Funds(registered trademark)-
Income, 2000, 2010, 2020, 2030
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Exchanges/Redemptions  1-800-544-7777
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)
TouchTone Xpress(registered trademark)(AUTOMATED GRAPHIC) 
1-800-544-5555
 (AUTOMATED GRAPHIC)AUTOMATED LINE FOR QUICKEST SERVICE
 
FAA-ANN-1198   64296
1.537740.101
 
(FIDELITY LOGO GRAPHIC)(REGISTERED TRADEMARK)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com
 
FIDELITY 
SHORT-INTERMEDIATE 
GOVERNMENT
FUND
 
ANNUAL REPORT
SEPTEMBER 30, 1998
 
(2 Fidelity Logo Graphics)(registered trademark)
 
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    14  STATEMENTS OF ASSETS AND LIABILITIES,       
                            OPERATIONS, AND CHANGES IN NET ASSETS,      
                            AS WELL AS FINANCIAL HIGHLIGHTS.            
 
NOTES                   18  NOTES TO THE FINANCIAL STATEMENTS.          
 
REPORT OF INDEPENDENT   21  THE AUDITORS' OPINION.                      
ACCOUNTANTS                                                             
 
DISTRIBUTIONS           22                                              
 
 
To reduce expenses and demonstrate respect for our environment, we
have initiated a project through which we will begin eliminating
duplicate copies of most financial reports and prospectuses to most
households, even if they have more than one account in the fund. If
additional copies of financial reports, prospectuses or historical
account information are needed, please call 1-800-544-6666.
 
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
 
(PHOTO_OF_EDWARD_C_JOHNSON_3D)
 
0DEAR SHAREHOLDER:
The stock and bond markets continued to be influenced by competing
factors as the third quarter of 1998 ended. On the one hand, low
inflation, low unemployment and moderate growth in the U.S. economy
provided a foundation for positive returns. But growing concerns about
U.S. corporate earnings, combined with fears about the health of the
economies and financial markets in Japan, Russia and many emerging
markets, led to a continuation of the volatility that has marked most
of the year.
While it's impossible to predict the future direction of the markets
with any degree of certainty, there are certain basic principles that
can help investors plan for their future needs.
The longer your investment time frame, the less likely it is that you
will be affected by short-term market volatility. A 10-year investment
horizon appropriate for saving for a college education, for example,
enables you to weather market cycles in a long-term fund, which may
have a higher risk potential, but also has a higher potential rate of
return.
An intermediate-length fund could make sense if your investment
horizon is two to four years, while 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. These
funds seek income and a stable share price by investing in
high-quality, short-term investments. Of course, it's important to
remember that there is no assurance that a money market fund will
achieve its goal of maintaining a stable net asset value of $1.00 per
share, and that these types of funds are neither insured nor
guaranteed by any agency of the U.S. government.
Finally, no matter what your time horizon or portfolio diversity, it
makes good sense to follow a regular investment plan, investing a
certain amount of money in a fund at the same time each month or
quarter and periodically reviewing your overall portfolio. By doing
so, you won't get caught up in the excitement of a rapidly rising
market, nor will you buy all your shares at market highs. While this
strategy - known as dollar cost averaging - won't assure a profit or
protect you from a loss in a declining market, it should help you
lower the average cost of your purchases.
If you have questions, please call us at 1-800-544-8888. We are
available 24 hours a day, seven days a week to provide you 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. Total return reflects the change in the value of an
investment, assuming reinvestment of the fund's dividend income and
capital gains (the profits earned upon the sale of securities that
have grown in value). You can also look at the fund's income, as
reflected in the fund's yield, to measure performance. If Fidelity had
not reimbursed certain fund expenses, life of fund total returns and
dividends would have been lower.
 
CUMULATIVE TOTAL RETURNS
PERIODS ENDED SEPTEMBER   PAST 1  PAST 5  LIFE OF  
30, 1998                  YEAR    YEARS   FUND     
 
FIDELITY                  7.82%   30.12%  48.67%   
SHORT-INTERMEDIATE                                 
GOVERNMENT                                         
 
LB 1-5 YEAR US            9.12%   34.72%  N/A      
GOVERNMENT BOND                                    
 
SB TREAS/AGENCY           9.12%   34.59%  N/A      
1-5 YEAR                                           
 
SHORT-INTERMEDIATE        8.25%   29.67%  N/A      
US GOVERNMENT                                      
FUNDS AVERAGE                                      
 
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 September 13, 1991. For example, if you had
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 1-5 Year U.S.
Government Bond Index - a market value weighted performance benchmark
for government fixed-rate debt issues with maturities between one and
five years and the Salomon Brothers Treasury/Agency 1-5 year Index - a
market value weighted index of U.S. Treasury and U.S. government
agency securities with fixed-rate coupons and weighted average lives
between one and five years. To measure how the fund's performance
stacked up against its peers, you can compare it to the
short-intermediate U.S. government funds average, which reflects the
performance of mutual funds with similar objectives tracked by Lipper
Analytical Services, Inc. The past one year average represents a peer
group of 101 mutual funds. These benchmarks reflect reinvestment of
dividends and capital gains, if any, and exclude the effect of sales
charges. 
 
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED         PAST 1  PAST 5  LIFE OF  
SEPTEMBER 30, 1998    YEAR    YEARS   FUND     
 
FIDELITY              7.82%   5.41%   5.78%    
SHORT-INTERMEDIAT                              
E GOVERNMENT                                   
 
LB 1-5 YEAR US        9.12%   6.14%   N/A      
GOVERNMENT BOND                                
 
SB TREAS/AGENCY 1-5   9.12%   6.12%   N/A      
YEAR                                           
 
SHORT-INTERMEDIAT     8.25%   5.31%   N/A      
E US GOVERNMENT                                
FUNDS AVERAGE                                  
 
AVERAGE ANNUAL TOTAL RETURNS take the fund's cumulative return and
show you what would have happened if the fund had performed at a
constant rate each year. (Note: Lipper calculates average annual total
returns by annualizing each fund's total return, then taking an
arithmetic average. This may produce a slightly different figure than
that obtained by averaging the cumulative total returns and
annualizing the result.)
 
$10,000 OVER LIFE OF FUND
             Short-Intermediate Govt.    LB 1-5 Year U.S. Govt
             00464                       LB069
  1991/09/30      10000.00                    10000.00
  1991/10/31      10124.47                    10116.21
  1991/11/30      10206.40                    10230.40
  1991/12/31      10363.10                    10424.16
  1992/01/31      10270.73                    10373.36
  1992/02/29      10301.41                    10400.56
  1992/03/31      10286.46                    10376.96
  1992/04/30      10374.47                    10477.88
  1992/05/31      10511.20                    10606.46
  1992/06/30      10602.19                    10742.90
  1992/07/31      10620.67                    10908.11
  1992/08/31      10766.62                    11016.23
  1992/09/30      10813.25                    11147.05
  1992/10/31      10714.24                    11038.93
  1992/11/30      10721.93                    11002.29
  1992/12/31      10851.32                    11123.90
  1993/01/31      11000.33                    11297.65
  1993/02/28      11099.58                    11429.82
  1993/03/31      11141.22                    11469.61
  1993/04/30      11190.03                    11555.70
  1993/05/31      11192.99                    11518.61
  1993/06/30      11276.42                    11640.89
  1993/07/31      11314.31                    11662.02
  1993/08/31      11364.67                    11800.04
  1993/09/30      11382.56                    11838.47
  1993/10/31      11391.68                    11867.25
  1993/11/30      11374.03                    11842.07
  1993/12/31      11424.48                    11889.05
  1994/01/31      11516.80                    11986.60
  1994/02/28      11419.40                    11867.25
  1994/03/31      11219.00                    11751.26
  1994/04/30      11165.11                    11683.38
  1994/05/31      11169.90                    11695.74
  1994/06/30      11175.51                    11713.50
  1994/07/31      11292.35                    11842.07
  1994/08/31      11315.67                    11878.93
  1994/09/30      11247.75                    11815.55
  1994/10/31      11255.23                    11830.38
  1994/11/30      11211.34                    11771.26
  1994/12/31      11267.16                    11797.11
  1995/01/31      11430.33                    11976.26
  1995/02/28      11611.08                    12179.01
  1995/03/31      11673.28                    12246.67
  1995/04/30      11797.39                    12372.55
  1995/05/31      12051.10                    12655.77
  1995/06/30      12114.07                    12729.50
  1995/07/31      12143.32                    12758.95
  1995/08/31      12210.19                    12847.06
  1995/09/30      12277.38                    12918.99
  1995/10/31      12383.41                    13042.84
  1995/11/30      12503.72                    13178.16
  1995/12/31      12603.00                    13290.78
  1996/01/31      12715.55                    13409.91
  1996/02/29      12636.33                    13319.32
  1996/03/31      12585.83                    13279.31
  1996/04/30      12564.15                    13268.52
  1996/05/31      12563.92                    13277.51
  1996/06/30      12650.02                    13392.38
  1996/07/31      12698.67                    13440.48
  1996/08/31      12733.63                    13474.42
  1996/09/30      12851.01                    13620.75
  1996/10/31      13025.35                    13807.54
  1996/11/30      13146.05                    13936.34
  1996/12/31      13114.89                    13902.18
  1997/01/31      13166.72                    13965.11
  1997/02/28      13200.86                    13991.64
  1997/03/31      13142.47                    13949.60
  1997/04/30      13254.65                    14083.80
  1997/05/31      13341.05                    14185.40
  1997/06/30      13439.43                    14294.87
  1997/07/31      13624.99                    14500.54
  1997/08/31      13622.68                    14483.91
  1997/09/30      13737.33                    14615.63
  1997/10/31      13851.70                    14752.29
  1997/11/30      13885.72                    14781.29
  1997/12/31      13981.27                    14891.21
  1998/01/31      14136.15                    15062.04
  1998/02/28      14137.61                    15059.34
  1998/03/31      14176.84                    15110.82
  1998/04/30      14226.61                    15183.42
  1998/05/31      14298.73                    15274.23
  1998/06/30      14360.91                    15361.00
  1998/07/31      14425.64                    15427.08
  1998/08/31      14596.14                    15663.77
  1998/09/30      14811.37                    15948.57
IMATRL PRASUN   SHR__CHT 19980930 19981007 121754 R00000000000087
 
$10,000 OVER LIFE OF FUND: Let's say hypothetically that $10,000 was
invested in Fidelity Short-Intermediate Government Fund on September
30, 1991, shortly after the fund started. As the chart shows, by
September 30, 1998 the value of the investment would have grown to
$14,811 - a 48.11% increase on the initial investment. For comparison,
look at how the Lehman Brothers 1-5 Year U.S. Government Bond Index
did over the same period. With dividends and capital gains, if any,
reinvested, the same $10,000 investment would have grown to $15,949 -
a 59.49% increase. Going forward, the fund will compare its
performance to that of the Lehman Brothers 1-5 Year U.S. Government
Bond index rather than the Salomon Brothers Treasury/Agency 1-5 Year
Index. The indexes include the same type of bonds, and their
performance is not materially different. The fund is changing to the
Lehman Brothers index mainly because Lehman Brothers indexes are used
by most other Fidelity bond funds. For comparison, both indexes are
shown on page 4.
 
(checkmark)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.
 
TOTAL RETURN COMPONENTS
               YEARS                                  
               ENDED                                  
               SEPTEM                                 
               BER 30,                                
 
               1998     1997   1996    1995   1994    
 
DIVIDEND       6.22%    6.36%  6.46%   7.00%  5.55%   
RETURNS                                               
 
CAPITAL        1.60%    0.54%  -1.79%  2.15%  -6.73%  
RETURNS                                               
 
TOTAL RETURNS  7.82%    6.90%  4.67%   9.15%  -1.18%  
 
TOTAL RETURN COMPONENTS include both dividend returns and capital
returns. A dividend return reflects the actual dividends paid by the
fund. A capital 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 capital gains, if
any, paid by the fund are reinvested.
 
DIVIDENDS AND YIELD
PERIODS ENDED   PAST 1       PAST 6        PAST 1        
SEPTEMBER 30,   MONTH        MONTHS        YEAR          
1998                                                     
 
DIVIDENDS PER   4.91(CENTS)  29.35(CENTS)  56.04(CENTS)  
SHARE                                                    
 
ANNUALIZED      6.31%        6.23%         5.96%         
DIVIDEND                                                 
RATE                                                     
 
30-DAY          4.90%        -             -             
ANNUALIZED                                               
YIELD                                                    
 
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 $9.46
over the past one month, $9.40 over the past six months and $9.40 over
the past one 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
As a safe haven from turbulent stock 
markets worldwide, bond markets 
reaped the benefits from the flight to 
quality by anxious investors during 
the 12-month period ending 
September 30, 1998. The Lehman 
Brothers Aggregate Bond Index - a 
broad measure of the U.S. taxable 
investment-grade bond market - 
returned 11.51% over the past year, 
two and one-half times higher than the 
4.54% return generated for the 
six-month period ending March 31, 
1998. The buying surge sent 
Treasury-bond yields - which move 
in the opposite direction of bond 
prices - to their lowest level in over 
three decades, as the yield on the 
benchmark 30-year bond fell to 
4.96%. In spite of the global economic 
crisis that dominated the period, the 
U.S. enjoyed low interest rates, low 
inflation and a stable economy, which 
aided the performance of corporate 
bonds. The Lehman Brothers 
Corporate Bond Index returned 
11.07% for the 12-month period. 
Mortgage-backed bonds also 
performed well, although lower 
interest rates resulted in higher 
refinancing activity. The Lehman 
Brothers Mortgage Backed Securities 
Index had a 12-month return of 
8.62%. Interest rates fell even lower 
late in the period, as the Federal 
Reserve lowered the fed funds rate by 
0.25%, the first rate cut in nearly three 
years. The period's biggest losers were 
shareholders of emerging-market 
debt, as the JP Morgan Emerging 
Markets Bond Index lost 20.89% 
over the past 12 months. 
 
(PHOTOGRAPH OF CURT HOLLINGSWORTH)
 
An interview with Curt Hollingsworth, Portfolio Manager of Fidelity
Short-Intermediate Government Fund
Q. HOW DID THE FUND PERFORM, CURT?
A. For the 12-month period that ended September 30, 1998, the fund
provided a total return of 7.82%. To get a sense of how the fund did
relative to its competitors, the short-intermediate U.S. government
funds average returned 8.25% for the same 12-month period, according
to Lipper Analytical Services. Additionally, the Lehman Brothers 1-5
Year U.S. Government Bond Index - which tracks the types of securities
in which the fund invests - returned 9.12% for the same one-year
period. 
Q. ALTHOUGH THE FUND POSTED DECENT GAINS, IT LAGGED BOTH ITS PEERS AND
THE LEHMAN BROTHERS 1-5 YEAR U.S. GOVERNMENT BOND INDEX DURING THE
PAST YEAR. WHAT EXPLAINS THAT UNDERPERFORMANCE?
A. The fund had more mortgage-backed and agency securities and fewer
Treasury securities than the index and many of its peers. While their
relatively high yields gave the fund an advantage over the index and
its peers during much of the past year, agency and mortgage securities
significantly lagged Treasuries during the final two months of the
period. Amid warnings about corporate profit shortfalls, some poor
economic data and a general aversion to risk, investors increasingly
shunned U.S. and foreign stocks, as well as many types of bonds, in
favor of the relative safety of Treasuries. In addition to the growing
demand, there was also a diminished supply of Treasuries as the U.S.
government curtailed its borrowing needs in the wake of a Federal
budget surplus. The net result of this much stronger demand and
somewhat weaker supply was a healthy Treasury rally in August and
September. While agency and mortgage security prices also moved higher
during the late summer, their gains were rather small in comparison to
Treasuries. 
Q. GIVEN THAT MOST TYPES OF BONDS TEND TO PERFORM WELL WHEN INTEREST
RATES FALL, WHY WEREN'T INVESTORS AS ENTHUSIASTIC ABOUT AGENCY AND
MORTGAGE SECURITIES AS THEY WERE ABOUT TREASURIES?
A. Although they carry the implicit, or indirect, backing of the U.S.
government, agency securities are not perceived to be as safe as
Treasuries - which are backed by the full faith and credit of the U.S.
government. In times of uncertainty, Treasuries - more than agency
securities - tend to be the safe haven of choice for many investors.
Mortgage securities, on the other hand, were beset by prepayments. As
homeowners refinanced their mortgages to take advantage of falling
interest rates, their loans were prepaid and many mortgage securities
made up of those loans were retired before their maturity. That often
forced mortgage security holders to forfeit their high-yielding
securities and reinvest the proceeds at lower interest rates. 
Q. DID YOU ALTER THE WAY IN WHICH THE FUND'S INVESTMENTS WERE
ALLOCATED AMONG TREASURY, AGENCY AND MORTGAGE SECURITIES?
A. Yes, I made some modifications. When several of the fund's mortgage
securities were prepaid, I reinvested most of the proceeds in agency
securities. It's my view that mortgage prepayment activity will
continue to be strong and ultimately could hamstring the mortgage
market's performance. In comparison, I felt that agencies offered more
attractive value. I also sold some of the fund's holdings in Treasury
securities in order to add more agency securities. Here's why: During
the past several months the spread - or difference in yield - between
Treasury and agency securities widened to nearly 0.50%, the widest
level in about five years. That widening spread signifies that
investors were demanding more compensation for accepting the slightly
higher risk of buying agency securities versus Treasuries. In my view,
that spread is particularly wide when viewed on a historical basis. In
anticipation of the spread narrowing to a more historical norm and
agencies outpacing Treasuries as a result, I added to the fund's
agency holdings.
Q. WHICH AGENCY SECURITIES DID YOU CHOOSE? 
A. I continued to favor non-callable securities - those that can't be
redeemed by their issuers before maturity. Some agency securities can
be "called" - or redeemed - by their issuers as a way to reduce their
debt costs. Because they can't be redeemed prior to maturity,
non-callable securities tend to perform better than their callable
counterparts when interest rates fall and generally keep pace with
callable bonds when interest rates rise. 
Q. WHAT'S YOUR OUTLOOK?
A. In light of a slowing global economy, it appears that the Federal
Reserve is poised to lower interest rates further. Given that, I
believe that mortgage securities will continue to be challenged by
relatively high prepayment activity. As long as that's the case, I
probably will continue to place more emphasis on Treasury and agency
securities. 
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO
MANAGER ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON
THE COVER. THE MANAGER'S VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED
ON MARKET AND OTHER CONDITIONS.
 
(CHECKMARK)FUND FACTS
GOAL: high current income 
with preservation of capital
FUND NUMBER: 464
TRADING SYMBOL: FLMGX
START DATE: September 13, 1991
SIZE: as of September 30, 1998,
more than $133 million
MANAGER: Curt Hollingsworth, 
since 1991; manager, various 
Fidelity and Spartan 
government and mortgage 
funds; joined Fidelity in 1983
 
CURT HOLLINGSWORTH ON THE 
LEHMAN BROTHERS 1-5 YEAR 
U.S. GOVERNMENT BOND 
INDEX AND ITS ROLE IN 
MANAGING THE FUND: 
"The Lehman Brothers 1-5 Year U.S. 
Government Bond Index plays a 
very important role in managing 
the fund. It's the fund's benchmark 
and includes most of the universe 
of investment-grade bonds with 
maturities between one and five 
years. I use the index as a starting 
point for my investment decisions, 
managing the fund to be generally 
as sensitive to changes in interest 
rates as the index. In addition, I refer 
to the index when deciding how to 
allocate assets among different 
maturities and sectors - such 
as Treasury and agency securities 
- - based on my view of the relative 
value of each maturity or sector."
NOTE TO SHAREHOLDERS:
Effective the close of business 
on June 26, 1998, Fidelity 
Short-Intermediate Government 
Fund shares are no longer available 
to new accounts. Shareholders of 
the fund on that date may continue 
to purchase shares in accounts 
existing on that date. On October 19, 
1998, after the end of the period, 
the Board of Trustees of Fidelity 
Short-Intermediate Government 
Fund voted to present a proposal 
to shareholders to merge Fidelity 
Short-Intermediate Government 
Fund into Fidelity Intermediate 
Government Income Fund. A 
shareholder meeting is scheduled to 
be held on April 14, 1999. On or 
about February 16, 1999, 
shareholders will be sent proxy 
materials asking them to vote on this 
and any other proposals.
 
INVESTMENT CHANGES 
 
 
<TABLE>
<CAPTION>
<S>                                       <C>           <C>                      
COUPON DISTRIBUTION AS OF SEPTEMBER 30,                                          
1998                                                                             
 
                                          % OF FUND'S   % OF FUND'S INVESTMENTS  
                                          INVESTMENTS   6 MONTHS AGO             
 
 LESS THAN 5%                              0.0           8.0                     
 
 5 - 5.99%                                 10.2          22.2                    
 
 6 - 6.99%                                 18.0          21.0                    
 
 7 - 7.99%                                 18.1          6.9                     
 
 8 - 8.99%                                 12.3          11.2                    
 
 9 - 9.99%                                 17.6          15.3                    
 
 10 - 10.99%                               7.3           9.1                     
 
 11 - 11.99%                               3.7           4.5                     
 
 12% AND OVER                              8.9           0.4                     
 
</TABLE>
 
COUPON DISTRIBUTION SHOWS THE RANGE OF STATED RATES ON THE FUND'S
INVESTMENTS, EXCLUDING SHORT-TERM INVESTMENTS.
 
AVERAGE YEARS TO MATURITY AS OF SEPTEMBER                       
30, 1998                                                        
 
                                                  6 MONTHS AGO  
 
 YEARS                                       3.4   3.4          
 
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 SEPTEMBER 30, 1998                      
 
                                         6 MONTHS AGO  
 
 YEARS                              2.3   2.2          
 
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 CAN INFLUENCE A
BOND FUND'S PERFORMANCE AND SHARE PRICE.  ACCORDINGLY, A BOND FUND'S
ACTUAL PERFORMANCE MAY DIFFER FROM THIS EXAMPLE.
 
ASSET ALLOCATION (% OF FUND'S INVESTMENTS)          
 
AS OF SEPTEMBER 30, 1998 
ROW: 1, COL: 1, VALUE: 15.0
ROW: 1, COL: 2, VALUE: 16.8
ROW: 1, COL: 3, VALUE: 64.3
ROW: 1, COL: 4, VALUE: 3.9
MORTGAGE-BACKED
SECURITIES 15.0%
U.S. TREASURY 
OBLIGATIONS 16.8%
U.S. GOVERNMENT AGENCY 
OBLIGATIONS 64.3%
SHORT-TERM
INVESTMENTS 3.9%
 
 AS OF MARCH 31, 1998    
ROW: 1, COL: 1, VALUE: 18.0
ROW: 1, COL: 2, VALUE: 45.8
ROW: 1, COL: 3, VALUE: 34.3
ROW: 1, COL: 4, VALUE: 1.9
MORTGAGE-BACKED
SECURITIES 18.5%
U.S. TREASURY 
OBLIGATIONS 45.8%
U.S. GOVERNMENT AGENCY 
OBLIGATIONS 34.3%
SHORT-TERM
INVESTMENTS 1.4%
 
INVESTMENTS SEPTEMBER 30, 1998
SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES
 
U.S. GOVERNMENT AND                                              
GOVERNMENT AGENCY OBLIGATIONS                                    
- - 81.1%                                                          
 
                                       PRINCIPAL    VALUE        
                                       AMOUNT       (NOTE 1)     
 
U.S. GOVERNMENT AGENCY OBLIGATIONS -                             
64.3%                                                            
 
Fannie Mae:                                                      
 
5.75%                                  $ 3,000,000  $ 3,129,360  
4/15/03                                                          
 
6.74%                                   380,000      416,871     
5/13/04                                                          
 
8.25%                                   10,000,000   10,723,400  
12/18/00                                                         
 
12%                                     10,000,000   11,442,200  
11/13/00                                                         
 
Farm Credit                             4,000,000    4,793,760   
Systems                                                          
Financial                                                        
Assistance                                                       
Corp.                                                            
9.375%                                                           
7/21/03                                                          
 
Federal                                 350,000      373,517     
Agricultural                                                     
Mortgage                                                         
Corp. 6.92%                                                      
2/10/02                                                          
 
Government                                                       
Trust                                                            
Certificates                                                     
(assets of Trust                                                 
guaranteed by                                                    
U.S.                                                             
Government                                                       
through                                                          
Defense                                                          
Security                                                         
Assistance                                                       
Agency):                                                         
 
Class 1-C,                              8,825,964    9,426,306   
9.25%                                                            
11/15/01                                                         
 
Class 2-E,                              3,585,314    3,809,037   
9.4%                                                             
5/15/02                                                          
 
Class T-3,                              3,955,274    4,196,545   
9.625%                                                           
5/15/02                                                          
 
Guaranteed                                                       
Export Trust                                                     
Certificates                                                     
(assets of                                                       
Trust                                                            
guaranteed by                                                    
U.S.                                                             
Government                                                       
through                                                          
Export-Import                                                    
Bank):                                                           
 
Series                                  3,840,000    3,975,821   
1995-A,                                                          
6.28%                                                            
6/15/04                                                          
 
Series                                  1,615,078    1,745,415   
1994-A,                                                          
7.12%                                                            
4/15/06                                                          
 
Series 1994-F,                          4,940,777    5,334,853   
8.187%                                                           
12/15/04                                                         
 
Guaranteed                              2,083,333    2,141,458   
Trade Trust                                                      
Certificates                                                     
(assets of                                                       
Trust                                                            
guaranteed by                                                    
U.S.                                                             
Government                                                       
through                                                          
Export-Import                                                    
Bank) Series                                                     
1997-A,                                                          
6.104%                                                           
7/15/03                                                          
 
Israel Export                           1,800,000    1,875,780   
Trust                                                            
Certificates                                                     
(assets of Trust                                                 
guaranteed by                                                    
U.S.                                                             
Government                                                       
through                                                          
Export-Import                                                    
Bank) Series                                                     
1994-1,                                                          
6.88%                                                            
1/26/03                                                          
 
Overseas Private                        1,122,400    1,168,070   
Investment                                                       
Corp. U.S.                                                       
Government                                                       
guaranteed                                                       
participation                                                    
certificate                                                      
Series                                                           
1994-195,                                                        
6.08%                                                            
8/15/04                                                          
(callable)                                                       
 
Private Export                                                   
Funding                                                          
Corp.:                                                           
 
secured 5.65%                           1,215,000    1,236,955   
3/15/03                                                          
 
5.82%                                   3,500,000    3,636,185   
6/15/03 (a)                                                      
 
State of Israel                                                  
(guaranteed                                                      
by U.S.                                                          
Government                                                       
through                                                          
Agency for                                                       
International                                                    
Development):                                                    
 
5.25%                                   1,000,000    1,008,420   
9/15/00                                                          
 
6.05%                                   5,780,000    5,909,530   
8/15/00                                                          
 
6.625%                                  7,000,000    7,564,060   
8/15/03                                                          
 
U.S. GOVERNMENT AND                                              
GOVERNMENT AGENCY OBLIGATIONS                                    
- - CONTINUED                                                      
 
                                       PRINCIPAL    VALUE        
                                       AMOUNT       (NOTE 1)     
 
U.S. GOVERNMENT AGENCY OBLIGATIONS -                             
CONTINUED                                                        
 
U.S. Department                        $ 230,000    $ 236,348    
of Housing                                                       
and Urban                                                        
Development                                                      
government                                                       
guaranteed                                                       
participation                                                    
certificates                                                     
Series                                                           
1996-A,                                                          
6.59%                                                            
8/1/00                                                           
 
                                                     84,143,891  
 
U.S. TREASURY OBLIGATIONS - 16.8%                                
 
U.S. Treasury                           20,200,000   22,081,024  
Notes 7.875%                                                     
8/15/01                                                          
 
TOTAL U.S.                                           106,224,    
GOVERNMENT AND                                      915          
GOVERNMENT AGENCY                                                
OBLIGATIONS                                                      
(Cost $104,312,652)                                              
 
U.S. GOVERNMENT AGENCY -                                            
MORTGAGE-BACKED SECURITIES -                                        
15.0%                                                               
 
                                                                    
 
FREDDIE MAC - 3.2%                                                  
 
5.5% 12/1/02                                4,258,135   4,244,680   
to 7/1/03                                                           
 
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION                            
- - 11.8%                                                             
 
8.5% 1/15/17                                51,984      55,363      
to 7/15/17                                                          
 
9.5% 4/15/16                                659,103     711,824     
to 11/15/20                                                         
 
10% 11/15/09                                2,712,127   2,938,004   
to 11/15/20                                                         
 
10.5% 2/15/14                               5,731,204   6,293,860   
to 8/15/19                                                          
 
10.75%                                      178,569     195,265     
12/15/09                                                            
 
11% 11/15/09                                1,991,280   2,209,561   
to 6/15/19                                                          
 
11.5% 3/15/10                               2,300,564   2,586,889   
to 7/15/19                                                          
 
12% 3/20/14 to                              270,308     307,145     
2/15/16                                                             
 
12.5%                                       39,115      44,766      
12/15/10                                                            
 
13% 9/15/14                                 34,479      39,962      
 
                                                        15,382,639  
 
TOTAL U.S.                                              19,627,3    
GOVERNMENT AGENCY                                      19           
- -                                                                   
MORTGAGE-BACKED                                                     
SECURITIES                                                          
(Cost $19,585,958)                                                  
 
CASH EQUIVALENTS - 3.9%                            
 
                         MATURITY     VALUE        
                         AMOUNT       (NOTE 1)     
 
Investments in           $ 5,074,813  $ 5,074,000  
repurchase                                         
agreements                                         
(U.S. Treasury                                     
obligations), in                                   
a joint trading                                    
account at                                         
5.77%,                                             
dated                                              
9/30/98 due                                        
10/1/98                                            
(Cost                                              
$5,074,000)                                        
 
TOTAL INVESTMENT IN                   $ 130,926,2  
SECURITIES - 100%                     34           
(Cost $128,972,610)                                
 
LEGEND
(a) Security exempt from registration under Rule 144A of the
Securities Act of 1933. These securities may be resold in transactions
exempt from registration, normally to qualified institutional buyers.
At the period end, the value of these securities amounted to
$3,636,185 or 2.7% of net assets.
INCOME TAX INFORMATION
At September 30, 1998, the aggregate cost of investment securities for
income tax purposes was $128,972,610. Net unrealized appreciation
aggregated $1,953,624, of which $2,220,303 related to appreciated
investment securities and $266,679 related to depreciated investment
securities.
At September 30, 1998, the fund had a capital loss carryforward of
approximately $10,705,000 of which $40,000, $1,404,000, $5,655,000,
$2,404,000, and $1,202,000 will expire on September 30, 2001, 2002,
2003, 2004, and 2005, respectively.
FINANCIAL STATEMENTS
 
 
STATEMENT OF ASSETS AND LIABILITIES
                                SEPTEMBER 30,   
                               1998             
 
ASSETS                                          
 
INVESTMENT IN                  $ 130,926,234    
SECURITIES, AT                                  
VALUE                                           
(INCLUDING                                      
REPURCHASE                                      
AGREEMENTS OF                                   
$5,074,000)                                     
(COST                                           
$128,972,61                                     
0) -                                            
SEE                                             
ACCOMPANYING                                    
SCHEDULE                                        
 
CASH                            59              
 
RECEIVABLE FOR                  275,599         
FUND SHARES                                     
SOLD                                            
 
INTEREST                        2,194,159       
RECEIVABLE                                      
 
 TOTAL ASSETS                   133,396,051     
 
LIABILITIES                                     
 
PAYABLE FOR FUND     $ 84,438                   
SHARES                                          
REDEEMED                                        
 
DISTRIBUTIONS         115,986                   
PAYABLE                                         
 
ACCRUED               47,533                    
MANAGEMENT                                      
FEE                                             
 
OTHER PAYABLES        39,373                    
AND ACCRUED                                     
EXPENSES                                        
 
 TOTAL LIABILITIES              287,330         
 
NET ASSETS                     $ 133,108,721    
 
NET ASSETS                                      
CONSIST OF:                                     
 
PAID IN CAPITAL                $ 141,232,703    
 
UNDISTRIBUTED NET               627,332         
INVESTMENT                                      
INCOME                                          
 
ACCUMULATED                     (10,704,938)    
UNDISTRIBUTED                                   
NET REALIZED                                    
GAIN (LOSS)                                     
ON INVESTMENTS                                  
 
NET UNREALIZED                  1,953,624       
APPRECIATION                                    
(DEPRECIATION)                                  
ON INVESTMENTS                                  
 
NET ASSETS, FOR                $ 133,108,721    
13,978,785                                      
SHARES                                          
OUTSTANDING                                     
 
NET ASSET VALUE,                $9.52           
OFFERING PRICE                                  
AND                                             
REDEMPTION                                      
PRICE                                           
PER SHARE                                       
($133,108,72                                    
1 (DIVIDED BY)                                  
13,978,785                                      
SHARES)                                         
 
STATEMENT OF OPERATIONS
                                  YEAR ENDED     
                                 SEPTEMBER 30,   
                                 1998            
 
INVESTMENT                       $ 8,918,030     
INCOME                                           
INTEREST (INCLUDING                              
INCOME ON                                        
SECURITIES                                       
LOANED OF                                        
$785)                                            
 
EXPENSES                                         
 
MANAGEMENT FEE        $ 549,634                  
 
TRANSFER AGENT         277,563                   
FEES                                             
 
ACCOUNTING FEES        61,038                    
AND EXPENSES                                     
 
NON-INTERESTED         1,214                     
TRUSTEES'                                        
COMPENSATION                                     
 
CUSTODIAN FEES         23,854                    
AND EXPENSES                                     
 
REGISTRATION FEES      25,533                    
 
AUDIT                  38,164                    
 
LEGAL                  5,252                     
 
MISCELLANEOUS          657                       
 
 TOTAL EXPENSES                   982,909        
 
NET INVESTMENT                    7,935,121      
INCOME                                           
 
REALIZED AND                      649,418        
UNREALIZED GAIN                                  
(LOSS)                                           
NET REALIZED                                     
GAIN (LOSS) ON                                   
INVESTMENT                                       
SECURITIES                                       
 
CHANGE IN NET                     1,028,320      
UNREALIZED                                       
APPRECIATION                                     
(DEPRECIATION)                                   
ON INVESTMENT                                    
SECURITIES                                       
 
NET GAIN (LOSS)                   1,677,738      
 
NET INCREASE                     $ 9,612,859     
(DECREASE) IN                                    
NET ASSETS                                       
RESULTING                                        
FROM                                             
OPERATIONS                                       
 
STATEMENT OF CHANGES IN NET ASSETS
                   YEAR ENDED      YEAR ENDED      
                   SEPTEMBER 30,   SEPTEMBER 30,   
                   1998            1997            
 
INCREASE                                           
(DECREASE) IN                                      
NET ASSETS                                         
 
OPERATIONS         $ 7,935,121     $ 7,884,065     
NET INVESTMENT                                     
INCOME                                             
 
 NET REALIZED       649,418         178,902        
GAIN (LOSS)                                        
 
 CHANGE IN NET      1,028,320       135,665        
UNREALIZED                                         
APPRECIATION                                       
(DEPRECIATION)                                     
 
 NET INCREASE       9,612,859       8,198,632      
(DECREASE) IN                                      
NET ASSETS                                         
RESULTING                                          
FROM                                               
OPERATIONS                                         
 
DISTRIBUTIONS TO    (7,535,429)     (7,517,929)    
SHAREHOLDERS                                       
FROM NET                                           
INVESTMENT                                         
INCOME                                             
 
SHARE               54,016,902      51,261,094     
TRANSACTIONS                                       
NET PROCEEDS                                       
FROM SALES OF                                      
SHARES                                             
 
 REINVESTMENT       6,398,701       5,978,419      
OF DISTRIBUTIONS                                   
 
 COST OF SHARES     (49,522,626)    (60,826,140)   
REDEEMED                                           
 
 NET INCREASE       10,892,977      (3,586,627)    
(DECREASE) IN                                      
NET ASSETS                                         
RESULTING                                          
FROM SHARE                                         
TRANSACTIONS                                       
 
  TOTAL             12,970,407      (2,905,924)    
INCREASE                                           
(DECREASE) IN                                      
NET ASSETS                                         
 
NET ASSETS                                         
 
 BEGINNING OF       120,138,314     123,044,238    
PERIOD                                             
 
 END OF PERIOD     $ 133,108,721   $ 120,138,314   
(INCLUDING                                         
UNDISTRIBUTED                                      
NET                                                
INVESTMENT                                         
INCOME AND                                         
DISTRIBUTIONS                                      
IN EXCESS OF                                       
NET                                                
INVESTMENT                                         
INCOME OF                                          
$627,332                                           
AND                                                
$97,053,                                           
RESPECTIVELY)                                      
 
OTHER                                              
INFORMATION                                        
SHARES                                             
 
 SOLD               5,742,399       5,495,549      
 
 ISSUED IN          679,888         639,858        
REINVESTMENT OF                                    
DISTRIBUTIONS                                      
 
 REDEEMED           (5,264,176)     (6,514,225)    
 
 NET INCREASE       1,158,111       (378,818)      
(DECREASE)                                         
 
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
<S>                  <C>           <C>        <C>        <C>        <C>        
                     YEARS ENDED                                               
                     SEPTEMBER                                                 
                     30,                                                       
 
                     1998          1997       1996       1995       1994       
 
SELECTED                                                                       
PER-SHARE                                                                      
DATA                                                                           
 
NET ASSET VALUE,     $ 9.370       $ 9.320    $ 9.490    $ 9.290    $ 9.960    
BEGINNING OF                                                                   
PERIOD                                                                         
 
INCOME FROM           .591 A        .603 A     .599       .648       .533      
INVESTMENT                                                                     
OPERATIONS                                                                     
NET INVESTMENT                                                                 
INCOME                                                                         
 
 NET REALIZED         .119          .022       (.167)     .174       (.648)    
AND                                                                            
 UNREALIZED                                                                    
GAIN (LOSS)                                                                    
 
 TOTAL FROM           .710          .625       .432       .822       (.115)    
 INVESTMENT                                                                    
OPERATIONS                                                                     
 
LESS DISTRIBUTIONS                                                             
 
 FROM NET             (.560)        (.575)     (.602)     (.622)     (.555)    
INVESTMENT                                                                     
INCOME                                                                         
 
NET ASSET VALUE,     $ 9.520       $ 9.370    $ 9.320    $ 9.490    $ 9.290    
END OF PERIOD                                                                  
 
TOTAL RETURN          7.82%         6.90%      4.67%      9.15%      (1.18)%   
 
RATIOS AND                                                                     
SUPPLEMENTAL                                                                   
DATA                                                                           
 
NET ASSETS, END      $ 133,109     $ 120,138  $ 123,044  $ 140,471  $ 132,466  
OF PERIOD                                                                      
(000 OMITTED)                                                                  
 
RATIO OF EXPENSES     .78%          .81%       .79%       .82%       .95%      
TO                                                                             
AVERAGE NET                                                                    
ASSETS                                                                         
 
RATIO OF NET          6.29%         6.45%      6.54%      6.67%      6.80%     
INVESTMENT                                                                     
INCOME TO                                                                      
AVERAGE NET                                                                    
ASSETS                                                                         
 
PORTFOLIO TURNOVER    253%          126%       188%       266%       184%      
RATE                                                                           
 
</TABLE>
 
A NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
NOTES TO FINANCIAL STATEMENTS
For the period ended September 30, 1998
 
 
1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Short-Intermediate Government Fund (the fund) is a fund of
Fidelity Charles Street 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 financial statements have been prepared in
conformity with generally accepted accounting principles which require
management to make certain estimates and assumptions at the date of
the financial statements. The following summarizes the significant
accounting policies of the fund:
SECURITY VALUATION. Securities 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.
Securities for which 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. Short-term securities with remaining maturities of sixty
days or less for which quotations are not readily available are valued
at amortized cost or original cost plus accrued interest, both of
which approximate current value.
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
among 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, market
discount, capital loss carryforwards 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.
Undistributed 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 for U.S. Treasury or Federal Agency obligations.
REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
securities are transferred to an account of the fund, or to the Joint
Trading Account, at a bank custodian. The securities are
marked-to-market daily and maintained at a value at least equal to the
principal amount of the repurchase agreement (including accrued
interest). FMR, the fund's investment adviser, is responsible for
determining that the value of the underlying securities remains in
accordance with the market value requirements stated above. 
3. PURCHASES AND SALES OF INVESTMENTS. 
Purchases and sales of long-term U.S. government and government agency
obligations aggregated $314,117,122 and $306,609,748, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES. 
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a
monthly fee that is calculated on the basis of a group fee rate plus a
fixed individual fund fee rate applied to the average net assets of
the fund. The group fee rate is the weighted average of a series of
rates and is based on the monthly average net assets of all the mutual
funds advised by FMR. The rates ranged from .1100% to .3700% for the
period. The annual individual fund fee rate is .30%. In the event that
these rates were lower than the contractual rates in effect during the
period, FMR voluntarily implemented the above rates, as they resulted
in the same or a lower management fee. For the period, the management
fee was equivalent to an annual rate of .44% of average net assets.
TRANSFER AGENT FEES. Fidelity Service Company, Inc. (FSC), an
affiliate of FMR, is the fund's transfer, dividend disbursing and
shareholder servicing agent. FSC receives account fees and asset-based
fees that vary according to account size and type of account. FSC pays
for typesetting, printing and mailing of all shareholder reports,
except proxy statements. For the period, the transfer agent fees were
equivalent to an annual rate of .22% of average net assets.
ACCOUNTING FEES. FSC maintains the fund's accounting records. The fee
is based on the level of average net assets for the month plus
out-of-pocket expenses.
 
5. SECURITY LENDING. 
The fund loaned securities to certain brokers who paid the fund
negotiated lenders' fees. These fees are included in interest income.
The fund receives U.S. Treasury obligations and/or cash as collateral
against the loaned securities, in an amount at least equal to 102% of
the market value of the loaned securities at the inception of each
loan. This collateral must be maintained at not less than 100% of the
market value of the loaned securities during the period of the loan.
At period end, there were no loans outstanding.
6. PROPOSED REORGANIZATION. 
The Board of Trustees of Fidelity Short-Intermediate Government Fund
has approved an Agreement and Plan of Reorganization ("Agreement")
between the fund and Fidelity Intermediate Government Income Fund
("Reorganization"). The Agreement provides for the transfer of all of
the assets of the fund to Fidelity Intermediate Government Income Fund
in exchange solely for the number of shares of Fidelity Intermediate
Government Income Fund having the same aggregate net asset value as
the outstanding shares of the fund as of the close of business of the
New York Stock Exchange on the day that the Reorganization is
effective and the assumption by Fidelity Intermediate Government
Income Fund of all of the liabilities of the fund. The Reorganization
can be consummated only if, among other things, it is approved by the
vote of a majority (as defined by the 1940 Act) of outstanding voting
securities of the fund. A Special Meeting of Shareholders ("Meeting")
of the fund will be held on April, 14, 1999 to vote on the Agreement.
A detailed description of the proposed transaction and voting
information will be sent to shareholders of the fund in February 1999.
If the Agreement is approved at the Meeting, the Reorganization is
expected to become effective on or about April 29, 1999.
Effective June 26, 1998 the fund's shares are no longer available for
purchase or exchange to new accounts of the fund pending the proposed
Reorganization.
 
REPORT OF INDEPENDENT ACCOUNTANTS
 
To the Trustees of Fidelity Charles Street Trust and the Shareholders
of Fidelity Short-Intermediate Government Fund:
In our opinion, the accompanying statement of assets and liabilities,
including the schedule of investments, and the related statements of
operations and of changes in net assets and the financial highlights
present fairly, in all material respects, the financial position of
Fidelity Short-Intermediate Government Fund (a fund of Fidelity
Charles Street Trust) at September 30, 1998, the results of its
operations, the changes in its net assets and the financial highlights
for the periods indicated in conformity with generally accepted
accounting principles. These financial statements and financial
highlights (hereafter referred to as "financial statements") are the
responsibility of the Fidelity Short-Intermediate Government Fund's
management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of
these financial statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits, which
included 
confirmation of securities at September 30, 1998 by correspondence
with the custodian, provide a reasonable basis for the opinion
expressed above.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
November 6, 1998
 
DISTRIBUTIONS
 
A total of 25.09% 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 1999 of the applicable
percentage for use in preparing 1998 income tax returns.
 
MANAGING YOUR INVESTMENTS
 
Fidelity offers several ways to conveniently manage your personal
investments via your telephone or PC. You can access your account
information, conduct trades and research your investments 24 hours a
day.
BY PHONE
Fidelity TouchTone Xpress(registered trademark) provides a single
toll-free number to access account balances, positions, quotes and
trading. It's easy to navigate the service, and on your first call,
the system will help you create a personal identification number (PIN)
for security.
(PHONE_GRAPHIC)TOUCHTONE XPRESS
1-800-544-5555
PRESS
1 For mutual fund and brokerage trading.
2 For quotes.*
3 For account balances and holdings.
4 To review orders and mutual fund activity.
5 To change your PIN.
*0  To speak to a Fidelity representative.
BY PC
Fidelity's Web site on the Internet provides a wide range of
information, including daily financial news, fund performance,
interactive planning tools and news about Fidelity products and
services.
(PC_GRAPHIC)FIDELITY'S WEB SITE
WWW.FIDELITY.COM
If you are not currently on the Internet, call Fidelity at
1-800-544-7272 and we'll send you an America Online CD or disk with up
to 50 free hours of Web access.
(PC_GRAPHIC)
FIDELITY ON-LINE XPRESS+TM
Fidelity On-line Xpress+ software for Windows combines comprehensive
portfolio management capabilities, securities trading and access to
research and analysis tools . . . all on your desktop. Call Fidelity
at 1-800-544-7272 or visit our Web site for more information on how to
manage your investments via your PC.
 
* 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
Robert C. Pozen, Senior Vice President
Dwight D. Churchill, Vice President
Fred L. Henning, Jr., Vice President
Curtis Hollingsworth, Vice President
Stanley N. Griffith, Assistant Vice President
Eric D. Roiter, Secretary
Richard A. Silver, Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
Thomas J. Simpson, Assistant Treasurer
BOARD OF TRUSTEES
Ralph F. Cox *
Phyllis Burke Davis *
Robert M. Gates *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
Marvin L. Mann *
William O. McCoy *
Gerald C. McDonough *
Robert C. Pozen
Thomas R. Williams *
ADVISORY BOARD
J. Gary Burkhead
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Company, Inc.
Boston, MA
* INDEPENDENT TRUSTEES
CUSTODIAN
The Bank of New York
New York, NY
FIDELITY'S TAXABLE BOND FUNDS
Capital & Income
Ginnie Mae
Government Income
High Income
Intermediate Bond
Intermediate Government Income
International Bond 
Investment Grade Bond
New Markets Income
Short-Intermediate Government
Short-Term Bond 
Spartan(registered trademark) Ginnie Mae
Spartan Government Income
Spartan Investment Grade Bond
Spartan Short-Intermediate Government
Spartan Short-Term Strategic Income Bond
Target Timeline SM 1999, 2001, & 2003
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Exchanges/Redemptions  1-800-544-7777
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)
TouchTone Xpress (registered trademark)(AUTOMATED GRAPHIC) 
1-800-544-4774
(AUTOMATED GRAPHIC) AUTOMATED LINE FOR QUICKEST SERVICE
 
FSG-ANN-1198 64332
1.537608.101
(Fidelity Logo Graphic)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com
 
 
SPARTAN(REGISTERED TRADEMARK) 
INVESTMENT GRADE BOND
FUND
 
ANNUAL REPORT
SEPTEMBER 30, 1998
 
(2 Fidelity Logo Graphics)(registered trademark)
 
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    23  STATEMENTS OF ASSETS AND LIABILITIES,       
                            OPERATIONS, AND CHANGES IN NET ASSETS,      
                            AS WELL AS FINANCIAL HIGHLIGHTS.            
 
NOTES                   27  NOTES TO THE FINANCIAL STATEMENTS.          
 
REPORT OF INDEPENDENT   30  THE AUDITORS' OPINION.                      
ACCOUNTANTS                                                             
 
DISTRIBUTIONS           31                                              
 
 
To reduce expenses and demonstrate respect for our environment, we
have initiated a project through which we will begin eliminating
duplicate copies of most financial reports and prospectuses to most
households, even if they have more than one account in the fund. If
additional copies of financial reports, prospectuses or historical
account information are needed, please call 1-800-544-6666.
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
 
(PHOTO_OF_EDWARD_C_JOHNSON_3D)
 
DEAR SHAREHOLDER:
The stock and bond markets continued to be influenced by competing
factors as the third quarter of 1998 ended. On the one hand, low
inflation, low unemployment and moderate growth in the U.S. economy
provided a foundation for positive returns. But growing concerns about
U.S. corporate earnings, combined with fears about the health of the
economies and financial markets in Japan, Russia and many emerging
markets, led to a continuation of the volatility that has marked most
of the year.
While it's impossible to predict the future direction of the markets
with any degree of certainty, there are certain basic principles that
can help investors plan for their future needs.
The longer your investment time frame, the less likely it is that you
will be affected by short-term market volatility. A 10-year investment
horizon appropriate for saving for a college education, for example,
enables you to weather market cycles in a long-term fund, which may
have a higher risk potential, but also has a higher potential rate of
return.
An intermediate-length fund could make sense if your investment
horizon is two to four years, while 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. These
funds seek income and a stable share price by investing in
high-quality, short-term investments. Of course, it's important to
remember that there is no assurance that a money market fund will
achieve its goal of maintaining a stable net asset value of $1.00 per
share, and that these types of funds are neither insured nor
guaranteed by any agency of the U.S. government.
Finally, no matter what your time horizon or portfolio diversity, it
makes good sense to follow a regular investment plan, investing a
certain amount of money in a fund at the same time each month or
quarter and periodically reviewing your overall portfolio. By doing
so, you won't get caught up in the excitement of a rapidly rising
market, nor will you buy all your shares at market highs. While this
strategy - known as dollar cost averaging - won't assure a profit or
protect you from a loss in a declining market, it should help you
lower the average cost of your purchases.
If you have questions, please call us at 1-800-544-8888. We are
available 24 hours a day, seven days a week to provide you 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. Total return reflects the change in the value of an
investment, assuming reinvestment of the fund's dividend income and
capital gains (the profits earned upon the sale of securities that
have grown in value). You can also look at the fund's income, as
reflected in the fund's yield, to measure performance. If Fidelity had
not reimbursed certain fund expenses, the total returns and dividends
would have been lower.
 
CUMULATIVE TOTAL RETURNS
PERIODS ENDED   PAST 1  PAST 5  LIFE OF  
SEPTEMBER 30,   YEAR    YEARS   FUND     
1998                                     
 
SPARTAN INV.    10.95%  35.94%  60.64%   
GRADE BOND                               
 
LB AGGREGATE    11.51%  41.66%  54.99%   
BOND                                     
 
INTERMEDIATE    10.02%  35.84%  N/A      
INVESTMENT                               
GRADE DEBT                               
FUNDS                                    
AVERAGE                                  
 
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 October 1, 1992. For example, if you had 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 Aggregate Bond Index - a market
value weighted performance benchmark for investment-grade fixed-rate
debt issues, including government, corporate, asset-backed and
mortgage-backed securities, with maturities of at least one year. To
measure how the fund's performance stacked up against its peers, you
can compare it to the intermediate investment grade debt funds
average, which reflects the performance of mutual funds with similar
objectives tracked by Lipper Analytical Services, Inc. The past one
year average represents a peer group of 218 mutual funds. These
benchmarks include reinvested dividends and capital gains, if any, and
exclude the effect of sales charges.
 
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED   PAST 1  PAST 5  LIFE OF  
SEPTEMBER 30,   YEAR    YEARS   FUND     
1998                                     
 
SPARTAN INV.    10.95%  6.33%   8.22%    
GRADE BOND                               
 
LB AGGREGATE    11.51%  7.21%   7.58%    
BOND                                     
 
INTERMEDIATE    10.02%  6.31%   N/A      
INVESTMENT                               
GRADE DEBT                               
FUNDS                                    
AVERAGE                                  
 
AVERAGE ANNUAL TOTAL RETURNS take the fund's cumulative return and
show you what would have happened if the fund had performed at a
constant rate each year. (Note: Lipper calculates average annual total
returns by annualizing each fund's total return, then taking an
arithmetic average. This may produce a slightly different figure than
that obtained by averaging the cumulative total returns and
annualizing the result.)
 
$10,000 OVER LIFE OF FUND
             Spartan Inv. Grade Bond     LB Aggregate Bond
             00448                       LB001
  1992/10/01      10000.00                    10000.00
  1992/10/31       9812.23                     9816.93
  1992/11/30       9910.58                     9818.90
  1992/12/31      10141.51                     9975.02
  1993/01/31      10397.72                    10166.54
  1993/02/28      10729.65                    10344.45
  1993/03/31      10789.98                    10387.90
  1993/04/30      10830.04                    10460.61
  1993/05/31      10871.84                    10474.21
  1993/06/30      11226.71                    10663.80
  1993/07/31      11392.79                    10724.58
  1993/08/31      11782.44                    10912.26
  1993/09/30      11816.73                    10941.72
  1993/10/31      11913.99                    10982.21
  1993/11/30      11705.42                    10888.86
  1993/12/31      11740.02                    10947.66
  1994/01/31      11984.80                    11095.45
  1994/02/28      11571.41                    10902.39
  1994/03/31      11183.62                    10633.10
  1994/04/30      11070.36                    10548.04
  1994/05/31      11000.02                    10546.98
  1994/06/30      10994.05                    10523.78
  1994/07/31      11184.69                    10733.20
  1994/08/31      11183.61                    10746.08
  1994/09/30      11019.13                    10588.11
  1994/10/31      10995.76                    10578.59
  1994/11/30      11028.07                    10555.31
  1994/12/31      11132.78                    10628.14
  1995/01/31      11333.41                    10838.58
  1995/02/28      11549.35                    11096.54
  1995/03/31      11689.77                    11164.23
  1995/04/30      11838.95                    11320.53
  1995/05/31      12332.88                    11758.63
  1995/06/30      12424.27                    11844.47
  1995/07/31      12383.63                    11818.41
  1995/08/31      12539.11                    11961.42
  1995/09/30      12665.77                    12077.44
  1995/10/31      12831.52                    12234.45
  1995/11/30      13022.66                    12417.96
  1995/12/31      13204.49                    12591.82
  1996/01/31      13294.65                    12674.92
  1996/02/29      13063.03                    12454.38
  1996/03/31      12964.75                    12367.20
  1996/04/30      12876.88                    12297.94
  1996/05/31      12843.90                    12273.35
  1996/06/30      13004.84                    12437.81
  1996/07/31      13036.96                    12471.39
  1996/08/31      13015.72                    12450.19
  1996/09/30      13230.84                    12666.82
  1996/10/31      13515.06                    12948.03
  1996/11/30      13731.49                    13169.44
  1996/12/31      13616.13                    13046.96
  1997/01/31      13661.24                    13087.41
  1997/02/28      13686.05                    13120.13
  1997/03/31      13530.63                    12974.49
  1997/04/30      13741.70                    13169.11
  1997/05/31      13859.90                    13294.22
  1997/06/30      14016.97                    13452.42
  1997/07/31      14397.86                    13815.63
  1997/08/31      14277.92                    13698.20
  1997/09/30      14478.69                    13900.93
  1997/10/31      14669.01                    14102.50
  1997/11/30      14716.41                    14167.37
  1997/12/31      14880.02                    14310.46
  1998/01/31      15070.31                    14493.63
  1998/02/28      15082.54                    14482.04
  1998/03/31      15146.56                    14531.28
  1998/04/30      15223.90                    14606.84
  1998/05/31      15376.86                    14745.60
  1998/06/30      15483.26                    14870.94
  1998/07/31      15517.96                    14902.17
  1998/08/31      15686.01                    15145.08
  1998/09/30      16063.60                    15499.47
IMATRL PRASUN   SHR__CHT 19980930 19981006 115405 R00000000000075
 
$10,000 OVER LIFE OF FUND: Let's say hypothetically that $10,000 was
invested in Spartan Investment Grade Bond Fund on October 1, 1992,
when the fund started. As the chart shows, by September 30, 1998, the
value of the investment would have grown to $16,064 - a 60.64%
increase on the initial investment. For comparison, look at how the
Lehman Brothers Aggregate Bond Index did over the same period. With
dividends and capital gains, if any, reinvested, the same $10,000
would have grown to $15,499 - a 54.99% increase.
 
(checkmark)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.
 
TOTAL RETURN COMPONENTS
               YEARS                                    
               ENDED                                    
               SEPTEM                                   
               BER 30,                                  
 
               1998     1997   1996    1995    1994     
 
DIVIDEND       6.56%    6.72%  6.33%   7.65%   6.24%    
RETURNS                                                 
 
CAPITAL         4.39%   2.71%  -1.87%   7.29%  -12.99%  
RETURNS                                                 
 
TOTAL RETURNS  10.95%   9.43%  4.46%   14.94%  -6.75%   
 
TOTAL RETURN COMPONENTS include both dividend returns and capital
returns. A dividend return reflects the actual dividends paid by the
fund. A capital 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 capital gains, if
any, paid by the fund are reinvested.
 
DIVIDENDS AND YIELD
PERIODS ENDED   PAST 1       PAST 6        PAST 1        
SEPTEMBER 30,   MONTH        MONTHS        YEAR          
1998                                                     
 
DIVIDENDS PER   5.28(CENTS)  31.92(CENTS)  63.72(CENTS)  
SHARE                                                    
 
ANNUALIZED      6.07%        6.08%         6.12%         
DIVIDEND                                                 
RATE                                                     
 
30-DAY          5.69%        -             -             
ANNUALIZED                                               
YIELD                                                    
 
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
$10.58 over the past one month, $10.47 over the past six months and
$10.42 over the past one 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. If Fidelity
had not reimbursed certain fund expenses during the periods shown, the
yield would have been 5.50%.
 
FUND TALK: THE MANAGER'S OVERVIEW
 
MARKET RECAP
As a safe haven from turbulent stock 
markets worldwide, bond markets 
reaped the benefits from the flight to 
quality by anxious investors during 
the 12-month period ending 
September 30, 1998. The Lehman 
Brothers Aggregate Bond Index - a 
broad measure of the U.S. taxable 
investment-grade bond market - 
returned 11.51% over the past year, 
two and one-half times higher than the 
4.54% return generated for the 
six-month period ending March 31, 
1998. The buying surge sent 
Treasury-bond yields - which move 
in the opposite direction of bond 
prices - to their lowest level in over 
three decades, as the yield on the 
benchmark 30-year bond fell to 
4.96%. In spite of the global economic 
crisis that dominated the period, the 
U.S. enjoyed low interest rates, low 
inflation and a stable economy, which 
aided the performance of corporate 
bonds. The Lehman Brothers 
Corporate Bond Index returned 
11.07% for the 12-month period. 
Mortgage-backed bonds also 
performed well, although lower 
interest rates resulted in higher 
refinancing activity. The Lehman 
Brothers Mortgage Backed Securities 
Index had a 12-month return of 
8.62%. Interest rates fell even lower 
late in the period, as the Federal 
Reserve lowered the fed funds rate by 
0.25%, the first rate cut in nearly three 
years. The period's biggest losers were 
shareholders of emerging-market 
debt, as the JP Morgan Emerging 
Markets Bond Index lost 20.89% 
over the past 12 months. 
 
(PHOTOGRAPH OF KEVIN GRANT)
An interview with Kevin Grant, Portfolio Manager of Spartan Investment
Grade Bond Fund
 
Q. HOW DID THE FUND PERFORM, KEVIN?
A. For the 12-month period that ended September 30, 1998, the fund had
a total return of 10.95%. In comparison, the fund outpaced the
intermediate investment grade debt funds average tracked by Lipper
Analytical Services, which returned 10.02%. The fund lagged the Lehman
Brothers Aggregate Bond Index, which returned 11.51% during the same
period. 
Q. WHAT FACTORS CONTRIBUTED TO THE FUND'S UNDERPERFORMANCE OF THE
LEHMAN BROTHERS INDEX?
A. Historically, the fund is overweighted in corporate bonds as well
as mortgage-backed and asset-backed securities relative to Treasury
bonds. The Lehman Brothers Aggregate Bond Index tends to have over 20%
of its assets in short- and intermediate-maturity Treasuries. For many
years, we've been able to replace the short-term Treasuries that the
fund would ordinarily hold with short-term, high-grade corporate
bonds. Over the long haul, the yield advantage of the short-term
corporate bonds helps generate better total return than the government
bonds. However, in the environment we experienced in August and
September, the markets cared only about government-guaranteed bonds
and Treasuries benefited from a massive flight to quality. While this
situation was good for Treasury bonds, it caused the fund to
underperform the Lehman Brothers Aggregate Bond Index because the
rally was for the most part limited to Treasuries.
Q. WHAT OTHER FACTORS INFLUENCED THE FUND'S PERFORMANCE? 
A. During the past few months of the period, we witnessed an extreme
demand for safety that we haven't seen since 1987. At the end of the
period, the Federal Reserve Board cut the federal funds rate - the
interest rate charged by Federal Reserve district banks to banks
needing overnight loans - to 5.25%, yet the yield on the two-year
Treasury dropped to 4.25%, while their prices went up. This yield
spread between the federal funds rate and two-year Treasuries
indicated that the bond market believes the Federal Reserve would cut
rates further. During the past few months, we've seen the price of
two-year Treasuries rise by two percentage points, while prices on
many corporate bonds, regardless of credit quality, have barely
budged. This is a very unusual event. Assuming we don't have defaults
on investment-grade corporate bonds, their yield advantage over
government securities could produce an attractive return advantage. 
Q. WHAT WAS YOUR STRATEGY DURING THE PERIOD? 
A. For most of the year, I felt the mortgage securities market was
expensive relative to Treasuries and I kept the fund's positions close
to the index. As it turns out, we experienced a massive re-pricing of
these securities and the mortgage market was much cheaper as the
period drew to a close. In fact, over the past eight to 10 years,
mortgage rates have ranged anywhere from 80 to 130 basis points (.80
to 1.30 percentage points) higher than the 10-year Treasury bond. At
the end of the period, the yield spread between Ginnie Mae mortgage
bonds and the 10-year Treasury was over 200 points. As a result, I
increased the fund's position in mortgage-backed bonds to take
advantage of the interest-rate advantage over Treasuries.
Additionally, the fund held approximately 32% of its assets in
corporate bonds during the period. This sector contributed to
performance until we had the massive flight to quality - and to
Treasuries - at the end of the summer. The fund's overweighted
position in corporate bonds relative to the index hurt performance.
Q. WHAT'S YOUR OUTLOOK?
A. I think we need to take a cautious view. A number of market and
economic indicators point to the possibility of a recession in the
U.S. next year. As a result, I have positioned the fund relatively
defensively. However, I will continue to look closely at
mortgage-backed securities and may look to add to the fund's
positions. Corporate bonds also will continue to be a focus for the
fund, but over the short term I may not add to existing holdings. I
see more value in the mortgage market, particularly in those bonds
with high-quality Aaa ratings. While there is prepayment or
refinancing risk with mortgages, at these interest rate levels we are
better compensated for prepayment risk than at any time in recent
years. 
 
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO
MANAGER ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON
THE COVER. THE MANAGER'S VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED
ON MARKET AND OTHER CONDITIONS.
 
(CHECKMARK)FUND FACTS
GOAL: high current income
FUND NUMBER: 448
TRADING SYMBOL: FSIBX
START DATE: October 1, 1992
SIZE: as of September 30, 
1998 more than $1.2 billion
MANAGER: Kevin Grant, since 
1997; also manager of several 
Fidelity investment-grade 
taxable bond funds; joined 
Fidelity in 1993
 
 
KEVIN GRANT ON THE FUND'S 
BENCHMARK, THE LEHMAN 
BROTHERS AGGREGATE BOND 
INDEX, AND ITS ROLE IN THE 
MANAGEMENT OF THE FUND:
"The Lehman Brothers Aggregate 
Bond Index - a market value 
weighted benchmark of 
investment-grade fixed-rate debt 
issues with maturities of at least 
one year - plays a very important 
role in the management of the 
fund. It's the fund's benchmark 
index and includes most of the 
universe of investment-grade 
bonds with maturities of one year 
or more. I use the index as a 
guideline for the structure of the 
overall bond market, managing the 
fund to be generally as sensitive to 
changes in interest rates as the 
index. In addition, I refer to the 
index when deciding how to 
allocate assets among different 
maturities and market sectors - 
such as corporate, mortgage or 
government securities - based on 
my view of the relative value of 
each maturity or sector."   
 
INVESTMENT CHANGES 
 
 
<TABLE>
<CAPTION>
<S>                                           <C>           <C>                       
QUALITY DIVERSIFICATION AS OF SEPTEMBER 30,                                           
1998                                                                                  
 
(MOODY'S RATINGS)                             % OF FUND'S   % OF FUND'S INVESTMENTS   
                                              INVESTMENTS   6 MONTHS AGO              
 
AAA                                            56.5          46.9                     
 
AA                                             3.8           4.2                      
 
A                                              6.9           6.9                      
 
BAA                                            18.9          14.5                     
 
BA AND BELOW                                   2.9           3.0                      
 
</TABLE>
 
TABLE EXCLUDES SHORT-TERM INVESTMENTS. WHERE MOODY'S RATINGS ARE NOT
AVAILABLE, WE HAVE USED S&P RATINGS. SECURITIES RATED AS BA OR BELOW
WERE RATED INVESTMENT GRADE BY OTHER NATIONALLY RECOGNIZED RATING
AGENCIES OR ASSIGNED AN INVESTMENT GRADE RATING AT THE TIME OF
ACQUISITION BY FIDELITY.
 
AVERAGE YEARS TO MATURITY AS OF SEPTEMBER                       
30, 1998                                                        
 
                                                  6 MONTHS AGO  
 
YEARS                                        7.8   7.5          
 
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 SEPTEMBER 30, 1998                      
 
                                         6 MONTHS AGO  
 
YEARS                               4.2   4.5          
 
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 CAN INFLUENCE A BOND FUND'S PERFORMANCE AND SHARE PRICE. 
ACCORDINGLY, A BOND FUND'S ACTUAL PERFORMANCE MAY DIFFER FROM THIS
EXAMPLE.
 
ASSET ALLOCATION (% OF FUND'S INVESTMENTS)               
 
AS OF SEPTEMBER 30,1998 * 
ROW: 1, COL: 1, VALUE: 11.0
ROW: 1, COL: 2, VALUE: 3.4
ROW: 1, COL: 3, VALUE: 31.8
ROW: 1, COL: 4, VALUE: 21.1
ROW: 1, COL: 5, VALUE: 32.7
 
CORPORATE BONDS 32.7%
U.S. GOVERNMENT
AND AGENCY
OBLIGATIONS 21.1%
U.S. GOVERNMENT AGENCY 
MORTGAGE-BACKED 
SECURITIES 31.8%
OTHER 3.4%
SHORT-TERM
INVESTMENTS 11.0%
* FOREIGN INVESTMENTS 6.7%
 
AS OF MARCH 31, 1998 **
ROW: 1, COL: 1, VALUE: 24.5
ROW: 1, COL: 2, VALUE: 3.2
ROW: 1, COL: 3, VALUE: 30.0
ROW: 1, COL: 4, VALUE: 12.2
ROW: 1, COL: 5, VALUE: 30.1
CORPORATE BONDS 30.1%
U.S. GOVERNMENT 
AND AGENCY 
OBLIGATIONS 12.2%
U.S. GOVERNMENT AGENCY 
MORTGAGE-BACKED 
SECURITIES 30.0%
OTHER 3.2%
SHORT-TERM
INVESTMENTS 24.5%
** FOREIGN INVESTMENTS 17.4%
 
INVESTMENTS SEPTEMBER 30, 1998  
SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES
 
 
<TABLE>
<CAPTION>
<S>                                           <C>    <C>            <C>              
NONCONVERTIBLE BONDS - 29.4%                                                         
 
                                        MOODY'S      PRINCIPAL      VALUE (NOTE 1)   
                                        RATINGS      AMOUNT (000S)  (000S)           
                                        (UNAUDITED)                                             
                                        (D)                                             
                                                                                     
 
AEROSPACE & DEFENSE - 0.4%                                                           
 
DEFENSE ELECTRONICS - 0.4%                                                           
 
Raytheon Co.                                   Baa1  $ 5,000        $ 5,201          
6.45%                                                                                
8/15/02                                                                              
 
BASIC INDUSTRIES - 0.6%                                                              
 
PACKAGING & CONTAINERS - 0.6%                                                        
 
Owens-Illinois,                                                                      
Inc.:                                                                                
 
7.15%                                          Ba1    2,600          2,600           
5/15/05                                                                              
 
7.35%                                          Ba1    2,450          2,453           
5/15/08                                                                              
 
7.8%                                           Ba1    3,000          2,858           
5/15/18                                                                              
 
                                                                     7,911           
 
CONSTRUCTION & REAL ESTATE - 1.5%                                                    
 
REAL ESTATE INVESTMENT TRUSTS - 1.5%                                                 
 
CenterPoint                                    Baa2   1,100          1,092           
Properties                                                                           
Corp. 6.75%                                                                          
4/1/05                                                                               
 
EOP Operating                                                                        
LP:                                                                                  
 
6.625%                                         Baa1   8,010          8,006           
2/15/05                                                                              
 
6.75%                                          Baa1   2,270          2,259           
2/15/08                                                                              
 
7.25%                                          Baa1   8,000          7,549           
2/15/18                                                                              
 
                                                                     18,906          
 
DURABLES - 1.0%                                                                      
 
TEXTILES & APPAREL - 1.0%                                                            
 
Levi Strauss &                                 Baa2   8,550          8,343           
Co. 7%                                                                               
11/1/06 (b)                                                                          
 
Unifi, Inc. 6.5%                               A3     5,000          5,007           
2/1/08                                                                               
 
                                                                     13,350          
 
ENERGY - 1.3%                                                                        
 
OIL & GAS - 1.3%                                                                     
 
Oryx Energy                                                                          
Co.:                                                                                 
 
8.125%                                         Ba1    6,500          6,744           
10/15/05                                                                             
 
8.375%                                         Ba1    5,000          5,351           
7/15/04                                                                              
 
Petroleum                                      Baa3   3,670          3,542           
Geo-Services                                                                         
ASA 7.125%                                                                           
3/30/28                                                                              
 
USX-Marathon                                   Baa2   670            695             
Group 6.85%                                                                          
3/1/08                                                                               
 
                                                                     16,332          
 
FINANCE - 10.9%                                                                      
 
BANKS - 4.5%                                                                         
 
ABN-Amro Bank                                  Aa3    1,750          1,821           
NV, Chicago                                                                          
6.625%                                                                               
10/31/01                                                                             
 
BankAmerica                                    Aa3    500            583             
Corp. 10%                                                                            
2/1/03                                                                               
 
NONCONVERTIBLE BONDS - CONTINUED                                                     
 
                                        MOODY'S      PRINCIPAL      VALUE (NOTE 1)   
                                        RATINGS      AMOUNT (000S)  (000S)           
                                        (UNAUDITED)                                             
                                        (D)                                             
                                                                                     
 
FINANCE - CONTINUED                                                                  
 
BANKS - CONTINUED                                                                    
 
BankBoston NA                                  A2    $ 10,800       $ 10,886         
(Bearer)                                                                             
6.375%                                                                               
3/25/08                                                                              
 
BanPonce Corp.:                                                                      
 
5.75%                                          A3     690            691             
3/1/99                                                                               
 
6.378%                                         A3     770            773             
4/8/99                                                                               
 
Barclays Bank                                                                        
PLC yankee:                                                                          
 
5.875%                                         A1     4,500          4,541           
7/15/00                                                                              
 
5.95%                                          A1     5,400          5,496           
7/15/01                                                                              
 
Capital One                                                                          
Bank:                                                                                
 
6.375%                                         Baa3   2,400          2,452           
2/15/03                                                                              
 
6.42%                                          Baa3   4,000          4,020           
11/12/99                                                                             
 
Capital One                                    Ba1    2,900          2,962           
Financial                                                                            
Corp. 7.125%                                                                         
8/1/08                                                                               
 
Central Fidelity                               A1     1,000          1,104           
Banks, Inc.                                                                          
8.15%                                                                                
11/15/02                                                                             
 
Fleet/Norstar                                  A3     250            277             
Financial                                                                            
Group, Inc. 9%                                                                       
12/1/01                                                                              
 
Kansallis-Osake-                               A3     430            492             
Pankki, New                                                                          
York 10%                                                                             
5/1/02                                                                               
 
MBNA Corp.:                                                                          
 
6.34%                                          Baa2   800            819             
6/2/03                                                                               
 
6.875%                                         Baa2   3,600          3,790           
11/15/02                                                                             
 
NB Capital Trust                               Aa3    3,980          4,370           
IV 8.25%                                                                             
4/15/27                                                                              
 
Provident Bank,                                A3     210            213             
Cincinnati                                                                           
6.125%                                                                               
12/15/00                                                                             
 
Providian                                      Baa3   7,750          7,824           
National Bank                                                                        
6.25%                                                                                
5/7/01                                                                               
 
Summit Bancorp                                 BBB    1,000          1,121           
8.625%                                                                               
12/10/02                                                                             
 
Union Planters                                 Baa2   1,200          1,240           
Corp. 6.75%                                                                          
11/1/05                                                                              
 
Union Planters                                 A3     1,000          1,039           
National Bank                                                                        
6.81%                                                                                
8/20/01                                                                              
 
                                                                     56,514          
 
CREDIT & OTHER FINANCE - 5.4%                                                        
 
Associates Corp.                                                                     
of North                                                                             
America:                                                                             
 
6% 4/15/03                                     Aa3    2,400          2,474           
 
6% 7/15/05                                     Aa3    10,000         10,311          
 
AT&T Capital                                                                         
Corp.:                                                                               
 
6.16%                                          Baa3   750            759             
12/3/99                                                                              
 
6.41%                                          Baa3   2,000          2,017           
8/13/99                                                                              
 
Bank of New                                    A1     3,000          3,269           
York, Inc.                                                                           
Capital I                                                                            
7.97%                                                                                
12/31/26                                                                             
 
BankBoston                                     A2     1,750          1,736           
Capital Trust II                                                                     
7.75%                                                                                
12/15/26                                                                             
 
BanPonce Trust I                               A3     1,960          2,004           
8.327%                                                                               
2/1/27                                                                               
 
BCH Cayman                                     A2     180            191             
Islands Ltd.                                                                         
yankee 7.7%                                                                          
7/15/06                                                                              
 
Chase Capital I                                Aa3    10,570         10,815          
7.67%                                                                                
12/1/26                                                                              
 
NONCONVERTIBLE BONDS - CONTINUED                                                     
 
                                        MOODY'S      PRINCIPAL      VALUE (NOTE 1)   
                                        RATINGS      AMOUNT (000S)  (000S)           
                                        (UNAUDITED)                                             
                                        (D)                                             
                                                                                     
 
FINANCE - CONTINUED                                                                  
 
CREDIT & OTHER FINANCE - CONTINUED                                                   
 
ERP Operating                                  A3    $ 1,000        $ 1,014          
LP 6.55%                                                                             
11/15/01                                                                             
 
First Security                                 A3     5,420          6,051           
Capital I                                                                            
8.41%                                                                                
12/15/26                                                                             
 
First Union                                    BBB+   2,000          2,171           
Institutional                                                                        
Capital I                                                                            
8.04%                                                                                
12/1/26                                                                              
 
Fleet Mortgage                                 A2     250            253             
Group, Inc.                                                                          
6.5%                                                                                 
9/15/99                                                                              
 
General Electric                               Aaa    1,750          1,763           
Capital Corp.                                                                        
6.94%                                                                                
4/13/09 (a)                                                                          
 
GS Escrow                                      Ba1    5,300          5,232           
Corp. 7.125%                                                                         
8/1/05 (b)                                                                           
 
Household                                      A2     8,000          8,124           
Finance Corp.                                                                        
6% 5/8/00                                                                            
 
KeyCorp                                        A1     1,100          1,173           
Institutional                                                                        
Capital A                                                                            
7.826%                                                                               
12/1/26                                                                              
 
MCN Investment                                 Baa3   800            814             
Corp. 6.03%                                                                          
2/1/01                                                                               
 
Morgan (J.P.)                                  Aa3    4,620          4,795           
Capital Trust II                                                                     
7.95%                                                                                
2/1/27                                                                               
 
PNC Institutional                              A2     2,000          2,186           
Capital Trust                                                                        
8.315%                                                                               
5/15/27 (b)                                                                          
 
Spieker                                        Baa2   1,650          1,672           
Properties LP                                                                        
6.9%                                                                                 
1/15/04                                                                              
 
                                                                     68,824          
 
INSURANCE - 0.4%                                                                     
 
Executive Risk                                 Baa3   2,750          2,767           
Capital Trust                                                                        
8.675%                                                                               
2/1/27                                                                               
 
Protective Life                                A3     400            454             
Corp. 7.95%                                                                          
7/1/04                                                                               
 
SunAmerica, Inc.                               Baa1   1,500          1,514           
6.2%                                                                                 
10/31/99                                                                             
 
                                                                     4,735           
 
SAVINGS & LOANS - 0.5%                                                               
 
Great Western                                  A3     4,000          4,344           
Finance Trust II                                                                     
8.206%                                                                               
2/1/27                                                                               
 
Long Island                                    Baa3   1,550          1,565           
Savings Bank                                                                         
FSB 6.2%                                                                             
4/2/01                                                                               
 
                                                                     5,909           
 
SECURITIES INDUSTRY - 0.1%                                                           
 
Amvescap PLC                                   A3     1,500          1,541           
6.375%                                                                               
5/15/03                                                                              
 
TOTAL FINANCE                                                        137,523         
 
INDUSTRIAL MACHINERY & EQUIPMENT - 1.2%                                              
 
INDUSTRIAL MACHINERY & EQUIPMENT - 0.7%                                              
 
Tyco                                           Baa1   8,000          8,169           
International                                                                        
Group SA                                                                             
yankee                                                                               
6.125%                                                                               
6/15/01                                                                              
 
NONCONVERTIBLE BONDS - CONTINUED                                                     
 
                                        MOODY'S      PRINCIPAL      VALUE (NOTE 1)   
                                        RATINGS      AMOUNT (000S)  (000S)           
                                        (UNAUDITED)                                             
                                        (D)                                             
                                                                                     
 
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED                                         
 
POLLUTION CONTROL - 0.5%                                                             
 
WMX                                                                                  
Technologies,                                                                        
Inc.:                                                                                
 
6.25%                                          Baa3  $ 2,200        $ 2,208          
4/1/99                                                                               
 
7.1% 8/1/26                                    Baa3   4,000          4,296           
 
                                                                     6,504           
 
TOTAL INDUSTRIAL MACHINERY &                                         14,673          
EQUIPMENT                                                                            
 
MEDIA & LEISURE - 4.3%                                                               
 
BROADCASTING - 2.7%                                                                  
 
Clear Channel                                                                        
Communicatio                                                                         
ns, Inc.:                                                                            
 
6.875%                                         Baa3   5,000          4,921           
6/15/18                                                                              
 
7.25%                                          Baa3   2,500          2,540           
10/15/27                                                                             
 
Continental                                                                          
Cablevision,                                                                         
Inc.:                                                                                
 
8.3%                                           Baa3   735            831             
5/15/06                                                                              
 
9% 9/1/08                                      Baa3   1,710          2,057           
 
Cox                                            Baa2   2,560          2,699           
Communicatio                                                                         
ns, Inc. 6.4%                                                                        
8/1/08                                                                               
 
TCI                                                                                  
Communicatio                                                                         
ns, Inc.:                                                                            
 
6.375%                                         Baa3   350            366             
5/1/03                                                                               
 
6.875%                                         Baa3   1,240          1,344           
2/15/06                                                                              
 
8.25%                                          Baa3   120            133             
1/15/03                                                                              
 
8.75%                                          Baa3   7,000          8,745           
8/1/15                                                                               
 
9.8% 2/1/12                                    Baa3   3,150          4,211           
 
Time Warner,                                                                         
Inc.:                                                                                
 
6.875%                                         Baa3   2,020          2,087           
6/15/18                                                                              
 
9.125%                                         Baa3   3,000          3,767           
1/15/13                                                                              
 
                                                                     33,701          
 
ENTERTAINMENT - 0.7%                                                                 
 
Viacom, Inc.                                   Ba2    7,950          8,585           
7.75%                                                                                
6/1/05                                                                               
 
PUBLISHING - 0.9%                                                                    
 
News America                                   Baa3   6,000          6,631           
Holdings, Inc.                                                                       
8% 10/17/16                                                                          
 
News America,                                  Baa3   1,400          1,440           
Inc. 6.625%                                                                          
1/9/08                                                                               
 
Time Warner                                                                          
Entertainment                                                                        
Co. LP:                                                                              
 
8.375%                                         Baa2   1,750          2,106           
3/15/23                                                                              
 
8.875%                                         Baa2   750            935             
10/1/12                                                                              
 
10.15%                                         Baa2   500            676             
5/1/12                                                                               
 
                                                                     11,788          
 
NONCONVERTIBLE BONDS - CONTINUED                                                     
 
                                        MOODY'S      PRINCIPAL      VALUE (NOTE 1)   
                                        RATINGS      AMOUNT (000S)  (000S)           
                                        (UNAUDITED)                                             
                                        (D)                                             
                                                                                     
 
MEDIA & LEISURE - CONTINUED                                                          
 
RESTAURANTS - 0.0%                                                                   
 
Darden                                         Baa1  $ 500          $ 492            
Restaurants,                                                                         
Inc. 6.375%                                                                          
2/1/06                                                                               
 
TOTAL MEDIA & LEISURE                                                54,566          
 
NONDURABLES - 0.7%                                                                   
 
FOODS - 0.2%                                                                         
 
ConAgra, Inc.                                  Baa1   2,040          2,202           
7.125%                                                                               
10/1/26                                                                              
 
TOBACCO - 0.5%                                                                       
 
Philip Morris                                                                        
Companies,                                                                           
Inc.:                                                                                
 
6.95%                                          A2     4,000          4,252           
6/1/06                                                                               
 
7% 7/15/05                                     A2     2,000          2,138           
 
                                                                     6,390           
 
TOTAL NONDURABLES                                                    8,592           
 
RETAIL & WHOLESALE - 1.1%                                                            
 
GENERAL MERCHANDISE STORES - 0.6%                                                    
 
Dayton Hudson                                  A3     1,000          1,045           
Corp. 6.4%                                                                           
2/15/03                                                                              
 
Federated                                                                            
Department                                                                           
Stores, Inc.:                                                                        
 
6.79%                                          Baa2   2,000          2,114           
7/15/27                                                                              
 
8.5%                                           Baa2   4,000          4,494           
6/15/03                                                                              
 
                                                                     7,653           
 
GROCERY STORES - 0.5%                                                                
 
American Stores                                Baa2   2,000          2,264           
Co. 7.5%                                                                             
5/1/37                                                                               
 
Kroger Co. 6%                                  Baa3   3,470          3,516           
7/1/00                                                                               
 
                                                                     5,780           
 
TOTAL RETAIL & WHOLESALE                                             13,433          
 
TECHNOLOGY - 0.5%                                                                    
 
COMPUTERS & OFFICE EQUIPMENT - 0.5%                                                  
 
Comdisco, Inc.                                 Baa1   6,000          6,161           
6.375%                                                                               
11/30/01                                                                             
 
NONCONVERTIBLE BONDS - CONTINUED                                                     
 
                                        MOODY'S      PRINCIPAL      VALUE (NOTE 1)   
                                        RATINGS      AMOUNT (000S)  (000S)           
                                        (UNAUDITED)                                             
                                        (D)                                             
                                                                                     
 
TRANSPORTATION - 1.1%                                                                
 
AIR TRANSPORTATION - 0.3%                                                            
 
Delta Air Lines,                               Baa1  $ 2,479        $ 2,739          
Inc. equipment                                                                       
trust certificate                                                                    
8.54%                                                                                
1/2/07                                                                               
 
United Air Lines,                              Baa3   1,000          1,378           
Inc. 10.25%                                                                          
7/15/21                                                                              
 
                                                                     4,117           
 
RAILROADS - 0.8%                                                                     
 
Burlington                                                                           
Northern                                                                             
Santa Fe                                                                             
Corp.:                                                                               
 
6.53%                                          Baa2   5,000          5,246           
7/15/37                                                                              
 
6.875%                                         Baa2   2,000          2,083           
12/1/27                                                                              
 
Norfolk Southern                               Baa1   2,510          2,767           
Corp. 7.05%                                                                          
5/1/37                                                                               
 
                                                                     10,096          
 
TOTAL TRANSPORTATION                                                 14,213          
 
UTILITIES - 4.8%                                                                     
 
CELLULAR - 1.1%                                                                      
 
360 Degrees                                                                          
Communicatio                                                                         
ns Co.:                                                                              
 
7.125%                                         Baa1   279            298             
3/1/03                                                                               
 
7.5% 3/1/06                                    Baa1   2,150          2,411           
 
AirTouch                                       Baa2   7,000          7,367           
Communicatio                                                                         
ns, Inc. 6.35%                                                                       
6/1/05                                                                               
 
Cable &                                        Baa1   4,330          4,427           
Wireless                                                                             
Communicatio                                                                         
ns PLC                                                                               
6.375%                                                                               
3/6/03                                                                               
 
                                                                     14,503          
 
ELECTRIC UTILITY - 2.0%                                                              
 
Avon Energy                                                                          
Partners                                                                             
Holdings:                                                                            
 
6.46%                                          Baa2   3,200          3,279           
3/4/08 (b)                                                                           
 
7.05%                                          Baa2   6,000          6,436           
12/11/07 (                                                                           
b)                                                                                   
 
British Columbia                               Aa2    410            435             
Hydro &                                                                              
Power                                                                                
Authority                                                                            
yankee 12.5%                                                                         
1/15/14                                                                              
 
DR Investments                                 Baa1   2,000          2,104           
yankee 7.1%                                                                          
5/15/02 (b)                                                                          
 
Hydro-Quebec                                   A2     250            298             
yankee 8%                                                                            
2/1/13                                                                               
 
Israel Electric                                                                      
Corp. Ltd.:                                                                          
 
yankee 7.25%                                   A3     1,000          1,021           
12/15/06 (                                                                           
b)                                                                                   
 
7.75%                                          A3     5,195          4,933           
12/15/27 (                                                                           
b)                                                                                   
 
Philadelphia                                                                         
Electric Co. 1st                                                                     
& ref. mtg.:                                                                         
 
7.75%                                          Baa1   1,000          1,037           
5/1/23                                                                               
 
8.25%                                          Baa1   100            105             
9/1/22                                                                               
 
8.625%                                         Baa1   300            316             
6/1/22                                                                               
 
NONCONVERTIBLE BONDS - CONTINUED                                                     
 
                                        MOODY'S      PRINCIPAL      VALUE (NOTE 1)   
                                        RATINGS      AMOUNT (000S)  (000S)           
                                        (UNAUDITED)                                             
                                        (D)                                             
                                                                                     
 
UTILITIES - CONTINUED                                                                
 
ELECTRIC UTILITY - CONTINUED                                                         
 
Texas Utilities                                Baa3  $ 5,265        $ 5,342          
Co. 6.375%                                                                           
1/1/08                                                                               
 
                                                                     25,306          
 
GAS - 0.3%                                                                           
 
Mitchell Energy                                Baa3   2,520          2,562           
&                                                                                    
Development                                                                          
Corp.                                                                                
8% 7/15/99                                                                           
 
Panhandle                                      A3     1,000          1,035           
Eastern Corp.                                                                        
8.625%                                                                               
12/1/99                                                                              
 
                                                                     3,597           
 
TELEPHONE SERVICES - 1.4%                                                            
 
GTE Corp.                                      Baa1   1,000          1,068           
7.83%                                                                                
5/1/23                                                                               
 
WorldCom, Inc.:                                                                      
 
6.4%                                           Baa2   12,370         13,053          
8/15/05                                                                              
 
9.375%                                         Baa2   3,486          3,642           
1/15/04                                                                              
 
                                                                     17,763          
 
TOTAL UTILITIES                                                      61,169          
 
TOTAL NONCONVERTIBLE                                                 372,030         
BONDS                                                                                
(Cost $361,729)                                                                      
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                        <C>   <C>            <C>              
U.S. GOVERNMENT AND GOVERNMENT                                                   
AGENCY OBLIGATIONS - 21.1%                                                       
 
                                                                                 
 
U.S. GOVERNMENT AGENCY OBLIGATIONS - 2.3%                                        
 
Fannie Mae                                  Aaa   1,800          1,894           
5.75%                                                                            
6/15/05                                                                          
 
Federal Home                                                                     
Loan Bank:                                                                       
 
7.31%                                       Aaa   5,000          5,598           
6/16/04                                                                          
 
7.36%                                       Aaa   7,900          8,892           
7/1/04                                                                           
 
7.87%                                       Aaa   1,700          1,968           
10/20/04                                                                         
 
Financing Corp.                             Aaa   5,606          4,335           
Coupon Strip                                                                     
0% 3/26/04                                                                       
 
Freddie Mac                                 Aaa   4,350          5,113           
8.115%                                                                           
1/31/05                                                                          
 
U.S. GOVERNMENT AND GOVERNMENT                                                   
AGENCY OBLIGATIONS - CONTINUED                                                   
 
                                        MOODY'S      PRINCIPAL      VALUE (NOTE 1)   
                                        RATINGS      AMOUNT (000S)  (000S)           
                                        (UNAUDITED)                                             
                                        (D)                                             
                                                                                     
 
U.S. GOVERNMENT AGENCY OBLIGATIONS -                                             
CONTINUED                                                                        
 
Guaranteed                                  Aaa  $ 16           $ 17             
Export Trust                                                                     
Certificates                                                                     
(assets of Trust                                                                 
guaranteed by                                                                    
U.S.                                                                             
Government                                                                       
through                                                                          
Export-Import                                                                    
Bank) Series                                                                     
1994-C,                                                                          
6.61%                                                                            
9/15/99                                                                          
 
U.S. Department                             Aaa   1,000          1,163           
of Housing                                                                       
and Urban                                                                        
Development                                                                      
government                                                                       
guaranteed                                                                       
participation                                                                    
certificates                                                                     
Series                                                                           
1995-A,                                                                          
8.24%                                                                            
8/1/04                                                                           
 
TOTAL U.S. GOVERNMENT AGENCY                                     28,980          
OBLIGATIONS                                                                      
 
U.S. TREASURY OBLIGATIONS - 18.8%                                                
 
U.S. Treasury                               Aaa   16,300         21,946          
Bond 7.625%                                                                      
2/15/25                                                                          
 
U.S. Treasury                                                                    
Notes:                                                                           
 
5.875%                                      Aaa   530            540             
2/15/00                                                                          
 
5.875%                                      Aaa   30,500         31,825          
11/30/01                                                                         
 
6.375%                                      Aaa   15,400         16,247          
9/30/01                                                                          
 
7% 7/15/06                                  Aaa   144,020        167,783         
 
TOTAL U.S. TREASURY OBLIGATIONS                                  238,341         
 
TOTAL U.S. GOVERNMENT AND                                        267,321         
GOVERNMENT AGENCY                                                                
OBLIGATIONS                                                                      
(Cost $252,653)                                                                  
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                          <C>   <C>            <C>              
U.S. GOVERNMENT AGENCY -                                                           
MORTGAGE-BACKED SECURITIES - 31.8%                                                 
 
                                                                                   
 
FANNIE MAE - 30.0%                                                                 
 
5.5% 1/1/09 to                                Aaa   14,416         14,358          
4/1/11                                                                             
 
6% 2/1/13 to                                  Aaa   89,480         90,348          
11/1/25                                                                            
 
6.5% 12/16/03                                 Aaa   211,528        215,091         
to 10/1/28                                                                         
 
7% 10/1/28 (e)                                Aaa   41,375         42,539          
 
7.5% 10/1/28                                  Aaa   15,000         15,478          
 
8% 10/1/28                                    Aaa   652            677             
 
9.5% 4/1/17 to                                Aaa   1,017          1,097           
12/1/18                                                                            
 
TOTAL FANNIE MAE                                                   379,588         
 
FREDDIE MAC - 0.0%                                                                 
 
7% 6/1/01 to                                  Aaa   496            501             
7/1/01                                                                             
 
U.S. GOVERNMENT AGENCY -                                                           
MORTGAGE-BACKED SECURITIES -                                                       
CONTINUED                                                                          
 
                                        MOODY'S      PRINCIPAL      VALUE (NOTE 1)   
                                        RATINGS      AMOUNT (000S)  (000S)           
                                        (UNAUDITED)                                             
                                        (D)                                             
                                                                                     
 
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION -                                         
1.8%                                                                               
 
6% 10/15/08 to                                Aaa  $ 3,492        $ 3,557          
5/15/09                                                                            
 
7.5% 1/15/26                                  Aaa   17,511         18,159          
to 8/15/28                                                                         
 
9.5% 7/15/16                                  Aaa   617            666             
to 3/15/22                                                                         
 
TOTAL GOVERNMENT NATIONAL                                          22,382          
MORTGAGE ASSOCIATION                                                               
 
TOTAL U.S. GOVERNMENT                                              402,471         
AGENCY -                                                                           
MORTGAGE-BACKED                                                                    
SECURITIES                                                                         
(Cost $393,864)                                                                    
 
</TABLE>
 
ASSET-BACKED SECURITIES - 3.3%                           
 
                                                         
 
Arcadia                          Aaa    14,000   14,298  
Automobile                                               
Receivables                                              
Trust                                                    
6.5%                                                     
6/17/02                                                  
 
Capita                           Baa2   1,760    1,792   
Equipment                                                
Receivables                                              
Trust                                                    
6.48%                                                    
10/15/06                                                 
 
Chevy Chase                      Aaa    1,475    1,494   
Auto                                                     
Receivables                                              
Trust                                                    
5.91%                                                    
12/15/04                                                 
 
Contimortgage                    Aaa    5,000    5,022   
Home Equity                                              
Loan Trust                                               
6.26%                                                    
7/15/12                                                  
 
Ford Credit Auto                                         
Owner Trust:                                             
 
6.2%                             Baa3   1,790    1,823   
12/15/02                                                 
 
6.4%                             A1     1,730    1,769   
5/15/02                                                  
 
6.4%                             Baa3   1,020    1,025   
12/15/02                                                 
 
Ford Credit                      Aaa    192      193     
Grantor Trust                                            
5.9%                                                     
10/15/00                                                 
 
Green Tree                       Aaa    579      580     
Financial                                                
Corp. 6.1%                                               
4/15/27                                                  
 
Key Auto                                                 
Finance Trust:                                           
 
6.3%                             A2     2,041    2,051   
10/15/03                                                 
 
6.65%                            Baa3   599      605     
10/15/03                                                 
 
MBNA Master                      Aaa    5,000    5,306   
Credit Card                                              
Trust II                                                 
6.55%                                                    
1/15/07                                                  
 
PNC Student                      Aaa    5,700    5,799   
Loan Trust I                                             
6.314%                                                   
1/25/01                                                  
 
Premier Auto                     Aaa    415      415     
Trust 6%                                                 
5/6/00                                                   
 
TOTAL ASSET-BACKED                               42,172  
SECURITIES                                               
(Cost $41,238)                                           
 
COMMERCIAL MORTGAGE SECURITIES -                                          
1.6%                                                                      
 
                                   MOODY'S      PRINCIPAL      VALUE (NOTE 1)   
                                   RATINGS      AMOUNT (000S)  (000S)           
                                   (UNAUDITED)                                 
                                   (D)                                   
                                                                            
 
CS First Boston                                                           
Mortgage                                                                  
Securities                                                                
Corp.:                                                                    
 
Series 1998                         Baa2  $ 5,260        $ 5,199          
FLI Class E,                                                              
6.5063%                                                                   
1/10/13 (b)                                                               
(c)                                                                       
 
Series                              Baa2   2,200          2,204           
1997-C2                                                                   
Class D,                                                                  
7.27%                                                                     
1/17/35                                                                   
 
Equitable Life                                                            
Assurance                                                                 
Society of the                                                            
United States                                                             
(The):                                                                    
 
Series 174                          Aa2    1,000          1,081           
Class B1,                                                                 
7.33%                                                                     
5/15/06 (b)                                                               
 
Series 1996-1                       A2     1,000          1,083           
Class C1,                                                                 
7.52%                                                                     
5/15/06 (b)                                                               
 
GS Mortgage                         Baa3   2,000          1,950           
Securities                                                                
Corp. II Series                                                           
1998-GLII                                                                 
Class E,                                                                  
7.1905%                                                                   
4/13/31 (b)(c                                                             
)                                                                         
 
Morgan Stanley                                                            
Capital I, Inc.                                                           
Series                                                                    
1998-CF1:                                                                 
 
Class D,                            Baa2   3,125          3,156           
7.35%                                                                     
1/15/12                                                                   
 
Class E,                            Baa3   1,074          1,026           
7.35%                                                                     
12/15/12                                                                  
 
Structured Asset                    AAA    947            953             
Securities                                                                
Corp.                                                                     
sequential pay                                                            
Series 1996                                                               
Class A-2A,                                                               
7.75%                                                                     
2/25/28                                                                   
 
Thirteen                            Aaa    3,000          3,156           
Affiliates of                                                             
General                                                                   
Growth                                                                    
Properties, Inc.                                                          
sequential pay                                                            
Series A-2,                                                               
6.602%                                                                    
12/15/10 (b)                                                              
 
Wells Fargo                         Aaa    576            595             
Capital                                                                   
Markets                                                                   
Apartment                                                                 
Financing Trust                                                           
6.56%,                                                                    
12/29/05 (b)                                                              
 
TOTAL COMMERCIAL                                          20,403          
MORTGAGE SECURITIES                                                       
(Cost $19,964)                                                            
 
FOREIGN GOVERNMENT AND GOVERNMENT                          
AGENCY OBLIGATIONS - 1.1%                                  
 
                                                           
 
Manitoba                             A1    6,300   6,684   
Province                                                   
yankee                                                     
6.875%                                                     
9/15/02                                                    
 
New Brunswick                        A1    500     563     
Province                                                   
yankee                                                     
7.625%                                                     
2/15/13                                                    
 
Ontario Province                     Aa3   2,000   2,204   
7%, 8/4/05                                                 
 
Quebec Province                      A2    4,000   4,381   
7% 1/30/07                                                 
 
Saskatchewan                         A2    300     391     
Province                                                   
yankee 8.5%                                                
7/15/22                                                    
 
TOTAL FOREIGN GOVERNMENT                           14,223  
AND                                                        
GOVERNMENT AGENCY                                          
OBLIGATIONS                                                
(Cost $13,481)                                             
 
SUPRANATIONAL OBLIGATIONS - 0.4%                        
 
                                                        
 
Inter American                     Aaa   5,000   5,488  
Development                                             
Bank yankee                                             
6.29%                                                   
7/16/27                                                 
(Cost $4,969)                                           
 
CERTIFICATES OF DEPOSIT - 2.2%                                        
 
                        MOODY'S      PRINCIPAL      VALUE (NOTE 1)   
                        RATINGS      AMOUNT (000S)  (000S)           
                        (UNAUDITED)                                             
                        (D)                                             
                                                                          
 
Canadian                         Aa3  $ 2,500        $ 2,553          
Imperial Bank                                                         
of Commerce,                                                          
New York                                                              
yankee 6.2%                                                           
8/1/00                                                                
 
Sumitomo Bank                    -     25,000         25,005          
Ltd. Japan                                                            
yankee                                                                
6.04%                                                                 
10/19/98                                                              
 
TOTAL CERTIFICATES OF DEPOSIT                         27,558          
(Cost $27,504)                                                        
 
CASH EQUIVALENTS - 9.1%                              
 
                         MATURITY                    
                         AMOUNT (000S)               
 
Investments in           $ 114,689       114,671     
repurchase                                           
agreements                                           
(U.S. Treasury                                       
obligations), in                                     
a joint                                              
trading                                              
account at                                           
5.77%, dated                                         
9/30/98 due                                          
10/1/98                                              
(Cost                                                
$114,671)                                            
 
TOTAL INVESTMENT IN                     $ 1,266,337  
SECURITIES - 100%                                    
(Cost $1,230,073)                                    
 
LEGEND
(a) Debt obligation initially issued at one coupon which converts to a
higher coupon at a specified date. The rate shown is the rate at
period end.
(b) Security exempt from registration under Rule 144A of the
Securities Act of 1933.  These securities may be resold in
transactions exempt from registration, normally to qualified
institutional buyers. At the period end, the value of these securities
amounted to $46,598,000 or 3.8% of net assets.
(c) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end. The due dates on these types of
securities reflects the next interest rate reset date or, when
applicable, the final maturity date.
(d) Standard & Poor's credit ratings are used in the absence of a
rating by Moody's Investors Service, Inc.
(e) Security purchased on a delayed delivery or when-issued basis (see
Note 2 of Notes to Financial Statements).
OTHER INFORMATION
The composition of long-term debt holdings as a percentage of total
value of investments in securities, is as follows (ratings are
unaudited):
 
MOODY'S RATINGS  S&P RATINGS  
 
Aaa, Aa, A   67.1%  AAA, AA, A   67.4%  
 
Baa          18.6%  BBB          17.4%  
 
Ba           2.9%   BB           3.0%   
 
 
INCOME TAX INFORMATION
At September 30, 1998, the aggregate cost of investment securities for
income tax purposes was $1,230,127,000. Net unrealized appreciation
aggregated $36,211,000, of which $37,961,000 related to appreciated
investment securities and $1,750,000 related to depreciated investment
securities.
The fund hereby designates approximately $1,100,000 as a capital gain
dividend for the purpose of the dividend paid deduction.
 
FINANCIAL STATEMENTS
 
STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN                                    
THOUSANDS (EXCEPT                             
PER-SHARE                                     
AMOUNT) SEPTEMB                               
ER 30, 1998                                   
 
ASSETS                                        
 
INVESTMENT IN                    $ 1,266,337  
SECURITIES, AT                                
VALUE                                         
(INCLUDING                                    
REPURCHASE                                    
AGREEMENTS OF                                 
$114,671)                                     
(COST                                         
$1,230,073)                                   
- -                                             
SEE                                           
ACCOMPANYING                                  
SCHEDULE                                      
 
RECEIVABLE FOR                    15,413      
INVESTMENTS                                   
SOLD                                          
 
RECEIVABLE FOR                    2,010       
FUND SHARES                                   
SOLD                                          
 
INTEREST                          12,446      
RECEIVABLE                                    
 
 TOTAL ASSETS                     1,296,206   
 
LIABILITIES                                   
 
PAYABLE FOR            $ 15,493               
INVESTMENTS                                   
PURCHASED                                     
REGULAR                                       
DELIVERY                                      
 
 DELAYED                58,303                
DELIVERY                                      
 
PAYABLE FOR FUND        930                   
SHARES                                        
REDEEMED                                      
 
DISTRIBUTIONS           814                   
PAYABLE                                       
 
ACCRUED                 374                   
MANAGEMENT                                    
FEE                                           
 
OTHER PAYABLES          1                     
AND ACCRUED                                   
EXPENSES                                      
 
 TOTAL LIABILITIES                75,915      
 
NET ASSETS                       $ 1,220,291  
 
NET ASSETS                                    
CONSIST OF:                                   
 
PAID IN CAPITAL                  $ 1,180,848  
 
DISTRIBUTIONS IN                  (14)        
EXCESS OF NET                                 
INVESTMENT                                    
INCOME                                        
 
ACCUMULATED                       3,193       
UNDISTRIBUTED                                 
NET REALIZED                                  
GAIN (LOSS) ON                                
INVESTMENTS                                   
AND FOREIGN                                   
CURRENCY                                      
TRANSACTIONS                                  
 
NET UNREALIZED                    36,264      
APPRECIATION                                  
(DEPRECIATION)                                
ON INVESTMENTS                                
 
NET ASSETS, FOR                  $ 1,220,291  
114,029                                       
SHARES                                        
OUTSTANDING                                   
 
NET ASSET VALUE,                  $10.70      
OFFERING PRICE                                
AND                                           
REDEMPTION                                    
PRICE PER SHARE                               
($1,220,291                                   
(DIVIDED BY) 114,029                          
SHARES)                                       
 
STATEMENT OF OPERATIONS
AMOUNTS IN                            
THOUSANDS YEAR                        
ENDED SEPTEMBER                       
30, 1998                              
 
INVESTMENT                  $ 53,196  
INCOME                                
INTEREST                              
 
EXPENSES                              
 
MANAGEMENT FEE    $ 5,189             
 
NON-INTERESTED     3                  
TRUSTEES'                             
COMPENSATION                          
 
 TOTAL EXPENSES    5,192              
BEFORE                                
REDUCTIONS                            
 
 EXPENSE           (2,086)   3,106    
REDUCTIONS                            
 
NET INVESTMENT               50,090   
INCOME                                
 
REALIZED AND                 11,120   
UNREALIZED GAIN                       
(LOSS)                                
NET REALIZED                          
GAIN (LOSS) ON                        
INVESTMENT                            
SECURITIES                            
 
CHANGE IN NET                28,204   
UNREALIZED                            
APPRECIATION                          
(DEPRECIATION)                        
ON INVESTMENT                         
SECURITIES                            
 
NET GAIN (LOSS)              39,324   
 
NET INCREASE                $ 89,414  
(DECREASE) IN                         
NET ASSETS                            
RESULTING                             
FROM                                  
OPERATIONS                            
 
STATEMENT OF CHANGES IN NET ASSETS
AMOUNTS IN         YEAR ENDED      YEAR ENDED      
THOUSANDS          SEPTEMBER 30,   SEPTEMBER 30,   
                   1998            1997            
 
INCREASE                                           
(DECREASE) IN                                      
NET ASSETS                                         
 
OPERATIONS         $ 50,090        $ 25,682        
NET INVESTMENT                                     
INCOME                                             
 
 NET REALIZED       11,120          488            
GAIN (LOSS)                                        
 
 CHANGE IN NET      28,204          11,421         
UNREALIZED                                         
APPRECIATION                                       
(DEPRECIATION)                                     
 
 NET INCREASE       89,414          37,591         
(DECREASE) IN                                      
NET ASSETS                                         
RESULTING                                          
FROM                                               
OPERATIONS                                         
 
DISTRIBUTIONS TO    (50,184)        (25,740)       
SHAREHOLDERS                                       
FROM NET                                           
INVESTMENT                                         
INCOME                                             
 
SHARE               918,877         359,111        
TRANSACTIONS                                       
NET PROCEEDS                                       
FROM SALES OF                                      
SHARES                                             
 
 REINVESTMENT       43,355          21,867         
OF DISTRIBUTIONS                                   
 
 COST OF SHARES     (331,925)       (185,908)      
REDEEMED                                           
 
 NET INCREASE       630,307         195,070        
(DECREASE) IN                                      
NET ASSETS                                         
RESULTING                                          
FROM SHARE                                         
TRANSACTIONS                                       
 
  TOTAL             669,537         206,921        
INCREASE                                           
(DECREASE) IN                                      
NET ASSETS                                         
 
NET ASSETS                                         
 
 BEGINNING OF       550,754         343,833        
PERIOD                                             
 
 END OF PERIOD     $ 1,220,291     $ 550,754       
(INCLUDING                                         
DISTRIBUTIONS                                      
IN EXCESS OF                                       
NET                                                
INVESTMENT                                         
INCOME OF                                          
$14 AND                                            
$201,                                              
RESPECTIVELY)                                      
 
OTHER                                              
INFORMATION                                        
SHARES                                             
 
 SOLD               87,981          35,505         
 
 ISSUED IN          4,148           2,161          
REINVESTMENT OF                                    
DISTRIBUTIONS                                      
 
 REDEEMED           (31,812)        (18,407)       
 
 NET INCREASE       60,317          19,259         
(DECREASE)                                         
 
FINANCIAL HIGHLIGHTS
                     YEARS                                             
                     ENDED                                             
                     SEPTEMB                                           
                     ER 30,                                            
 
                     1998      1997      1996      1995      1994      
 
SELECTED                                                               
PER-SHARE                                                              
DATA                                                                   
 
NET ASSET VALUE,     $ 10.250  $ 9.980   $ 10.170  $ 9.510   $ 10.940  
BEGINNING OF                                                           
PERIOD                                                                 
 
INCOME FROM           .634B     .640 B    .655      .693      .668     
INVESTMENT                                                             
OPERATIONS                                                             
NET INVESTMENT                                                         
INCOME                                                                 
 
 NET REALIZED         .453      .273      (.211)    .673      (1.384)  
AND UNREALIZED                                                         
                                                                       
 GAIN (LOSS)                                                           
 
 TOTAL FROM           1.087     .913      .444      1.366     (.716)   
INVESTMENT                                                             
 OPERATIONS                                                            
 
LESS DISTRIBUTIONS                                                     
 
 FROM NET             (.637)    (.643)    (.634)    (.686)    (.704)   
INVESTMENT                                                             
INCOME                                                                 
 
 IN EXCESS OF NET     -         -         -         (.020)    (.010)   
REALIZED GAIN                                                          
 
 TOTAL                (.637)    (.643)    (.634)    (.706)    (.714)   
DISTRIBUTIONS                                                          
 
NET ASSET VALUE,     $ 10.700  $ 10.250  $ 9.980   $ 10.170  $ 9.510   
END OF PERIOD                                                          
 
TOTAL RETURN A        10.95%    9.43%     4.46%     14.94%    (6.75)%  
 
RATIOS AND                                                             
SUPPLEMENTAL                                                           
DATA                                                                   
 
NET ASSETS, END      $ 1,220   $ 551     $ 344     $ 148     $ 106     
OF PERIOD                                                              
(IN MILLIONS)                                                          
 
RATIO OF EXPENSES     .38% C    .48% C    .65%      .65%      .65%     
TO AVERAGE                                                             
NET ASSETS                                                             
 
RATIO OF NET          6.11%     6.36%     6.35%     6.92%     6.90%    
INVESTMENT                                                             
INCOME TO                                                              
AVERAGE NET                                                            
ASSETS                                                                 
 
PORTFOLIO TURNOVER    222%      194%      169%      147%      44%      
RATE                                                                   
 
A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN (SEE NOTE 5 OF NOTES TO
FINANCIAL STATEMENTS).
B NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
C FMR AGREED TO REIMBURSE A PORTION OF THE FUND'S EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE FUND'S EXPENSE RATIO WOULD
HAVE BEEN HIGHER (SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).
NOTES TO FINANCIAL STATEMENTS
For the period ended September 30, 1998
 
 
1. SIGNIFICANT ACCOUNTING POLICIES.
Spartan Investment Grade Bond Fund (the fund) is a fund of Fidelity
Charles Street 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 financial statements have been prepared in
conformity with generally accepted accounting principles which require
management to make certain estimates and assumptions at the date of
the financial statements. The following summarizes the significant
accounting policies of the fund:
SECURITY VALUATION. Securities 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.
Securities (including restricted 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. Short-term
securities with remaining maturities of sixty days or less for which
quotations are not readily available are valued at amortized cost or
original cost plus accrued interest, both of which approximate current
value.
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
among 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, market
discount, capital loss carryforwards and losses deferred due to wash
sales, futures and excise tax regulations. 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.
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 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 for U.S. Treasury or Federal Agency obligations.
REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
securities are transferred to an account of the fund, or to the Joint
Trading Account, at a bank custodian. The securities are
marked-to-market daily and maintained at a value at least equal to the
principal amount of the repurchase agreement (including accrued
interest). FMR, the fund's investment adviser, is responsible for
determining that the value of the underlying securities remains in
accordance with the market value requirements stated above. 
INTERFUND LENDING PROGRAM. Pursuant to an Exemptive Order issued by
the SEC, the fund, along with other registered investment companies
having management contracts with FMR, may participate in an interfund
lending program. This program 
provides an alternative credit facility allowing the fund to borrow
from, or lend money to, other participating funds.
DELAYED DELIVERY TRANSACTIONS. The fund may purchase or sell
securities on a delayed delivery basis. Payment and delivery may take
place a month or more after the date of the transaction. The price of
the underlying securities and the date when the securities will be
delivered and paid for are fixed at the time the transaction is
negotiated. The market values of the securities purchased or sold on a
delayed delivery basis are identified as such in the fund's schedule
of investments. The fund may receive compensation for interest forgone
in the purchase of a delayed delivery security. With respect to
purchase commitments, the fund identifies securities as segregated in
its custodial records with a value at least equal to the amount of the
commitment. Losses may arise due to changes in the market value of the
underlying securities or if the counterparty does not perform under
the contract. 
RESTRICTED SECURITIES. The fund is permitted to invest in securities
that are subject to legal or contractual restrictions on resale. These
securities generally may be resold in transactions exempt from
registration or to the public if the securities are registered.
Disposal of these securities may involve time-consuming negotiations
and expense, and prompt sale at an acceptable price may be difficult.
At the end of the period, the fund had no investments in restricted
securities (excluding 144A issues).
3. PURCHASES AND SALES OF INVESTMENTS. 
Purchases and sales of securities, other than short-term securities,
aggregated $2,276,450,000 and $1,680,571,000, respectively, of which
U.S. government and government agency obligations aggregated
$1,778,752,000 and $1,416,157,000, 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 .60% of the fund's average net assets.  On June 27,
1998 FMR reduced the management fee rate for Spartan Investment Grade
Bond Fund from .65% to .60%.
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 $12,000 for the period. Effective June 27, 1998 these
transaction fees were eliminated.
5. EXPENSE REDUCTIONS.
FMR voluntarily agreed to reimburse the fund's operating expenses
(excluding interest, taxes, brokerage commissions and extraordinary
expenses) above an annual rate of .38% of average net assets. For the
period, the reimbursement reduced the expenses by $2,075,000. 
Effective January 1, 1999, the fund's expense limitation will be
changed from .38% to .50% of average net assets.  
In addition, FMR has entered into arrangements on behalf of the fund
with the fund's custodian and transfer agent whereby credits realized
as a result of uninvested cash balances were used to reduce a portion
of the fund's expenses. During the period, the fund's expenses were
reduced by $11,000 under these arrangements.
 
REPORT OF INDEPENDENT ACCOUNTANTS
 
To the Trustees of Fidelity Charles Street Trust and the Shareholders
of Spartan Investment Grade Bond Fund:
In our opinion, the accompanying statement of assets and liabilities,
including the schedule of investments, and the related statements of
operations and of changes in net assets and the financial highlights
present fairly, in all material respects, the financial position of
Spartan Investment Grade Bond Fund (a fund of Fidelity Charles Street
Trust) at September 30, 1998, the results of its operations, the
changes in its net assets and the financial highlights for the periods
indicated, in conformity with generally accepted accounting
principles. These financial statements and financial highlights
(hereafter referred to as "financial statements") are the
responsibility of the Spartan Investment Grade Bond Fund's management;
our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these
financial statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits, which
included confirmation of securities at September 30, 1998 by
correspondence with the custodian and brokers, provide a reasonable
basis for the opinion expressed above.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
November 6, 1998
 
DISTRIBUTIONS
 
A total of 18.35% 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 1999 of the applicable
percentage for use in preparing 1998 income tax returns.
 
INVESTMENT ADVISER
Fidelity Management & Research
 Company
Boston, MA
INVESTMENT SUB-ADVISERS
Fidelity Management & Research
 (U.K.) Inc., London, England
Fidelity Management & Research 
 (Far East) Inc., Tokyo, Japan
OFFICERS
Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
Fred L. Henning, Jr., Vice President
Dwight D. Churchill, Vice President
Kevin E. Grant, Vice President
Stanley N. Griffith, Assistant Vice President
Eric D. Roiter, Secretary
Richard A. Silver, Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
Thomas J. Simpson, Assistant Treasurer
BOARD OF TRUSTEES
Ralph F. Cox *
Phyllis Burke Davis *
Robert M. Gates *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
Marvin L. Mann *
William O. McCoy *
Gerald C. McDonough *
Robert C. Pozen
Thomas R. Williams *
ADVISORY BOARD
J. Gary Burkhead
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
* INDEPENDENT TRUSTEES
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Company, Inc.
Boston, MA
CUSTODIAN
The Bank of New York
New York, NY
FIDELITY'S TAXABLE BOND FUNDS
Capital & Income
Ginnie Mae
Government Income
High Income
Intermediate Bond
Intermediate Government Income
International Bond 
Investment Grade Bond
New Markets Income
Short-Intermediate Government
Short-Term Bond 
Spartan(registered trademark) Ginnie Mae
Spartan Government Income
Spartan Investment Grade Bond
Spartan Short-Intermediate Government
Spartan Short-Term Bond
Strategic Income
Target Timeline SM 1999, 2001 & 2003
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Exchanges/Redemptions  1-800-544-7777
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)
TouchTone Xpress(registered trademark)(AUTOMATED GRAPHIC) 
1-800-544-5555
(AUTOMATED GRAPHIC) AUTOMATED LINE FOR QUICKEST SERVICE
 
SIG-ANN-1198  64333
1.703372.101
 
(FIDELITY LOGO GRAPHIC)(REGISTERED TRADEMARK)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com
 
SPARTAN(REGISTERED TRADEMARK)
SHORT-TERM BOND
FUND
 
ANNUAL REPORT
SEPTEMBER 30, 1998
 
(2 FIDELITY LOGO GRAPHICS)(REGISTERED TRADEMARK)
 
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    23  STATEMENTS OF ASSETS AND LIABILITIES,       
                            OPERATIONS, AND CHANGES IN NET ASSETS,      
                            AS WELL AS FINANCIAL HIGHLIGHTS.            
 
NOTES                   27  NOTES TO THE FINANCIAL STATEMENTS.          
 
REPORT OF INDEPENDENT   30  THE AUDITORS' OPINION.                      
ACCOUNTANTS                                                             
 
DISTRIBUTIONS           31                                              
 
 
To reduce expenses and demonstrate respect for our environment, we
have initiated a project through which we will begin eliminating
duplicate copies of most financial reports and prospectuses to most
households, even if they have more than one account in the fund. If
additional copies of financial reports, prospectuses or historical
account information are needed, please call 1-800-544-6666.
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
 
(PHOTO_OF_EDWARD_C_JOHNSON_3D)
DEAR SHAREHOLDER:
 
The stock and bond markets continued to be influenced by competing
factors as the third quarter of 1998 ended. On the one hand, low
inflation, low unemployment and moderate growth in the U.S. economy
provided a foundation for positive returns. But growing concerns about
U.S. corporate earnings, combined with fears about the health of the
economies and financial markets in Japan, Russia and many emerging
markets, led to a continuation of the volatility that has marked most
of the year.
While it's impossible to predict the future direction of the markets
with any degree of certainty, there are certain basic principles that
can help investors plan for their future needs.
The longer your investment time frame, the less likely it is that you
will be affected by short-term market volatility. A 10-year investment
horizon appropriate for saving for a college education, for example,
enables you to weather market cycles in a long-term fund, which may
have a higher risk potential, but also has a higher potential rate of
return.
An intermediate-length fund could make sense if your investment
horizon is two to four years, while 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. These
funds seek income and a stable share price by investing in
high-quality, short-term investments. Of course, it's important to
remember that there is no assurance that a money market fund will
achieve its goal of maintaining a stable net asset value of $1.00 per
share, and that these types of funds are neither insured nor
guaranteed by any agency of the U.S. government.
Finally, no matter what your time horizon or portfolio diversity, it
makes good sense to follow a regular investment plan, investing a
certain amount of money in a fund at the same time each month or
quarter and periodically reviewing your overall portfolio. By doing
so, you won't get caught up in the excitement of a rapidly rising
market, nor will you buy all your shares at market highs. While this
strategy - known as dollar cost averaging - won't assure a profit or
protect you from a loss in a declining market, it should help you
lower the average cost of your purchases.
If you have questions, please call us at 1-800-544-8888. We are
available 24 hours a day, seven days a week to provide you 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. Total return reflects the change in the value of an
investment, assuming reinvestment of the fund's dividend income and
capital gains (the profits earned upon the sale of securities that
have grown in value). You can also look at the fund's income, as
reflected in the fund's yield, to measure performance. If Fidelity had
not reimbursed certain fund expenses, the total returns and dividends
would have been lower.
 
CUMULATIVE TOTAL RETURNS
PERIODS ENDED   PAST 1  PAST 5  LIFE OF  
SEPTEMBER 30,   YEAR    YEARS   FUND     
1998                                     
 
SPARTAN         7.33%   25.98%  35.67%   
SHORT-TERM                               
BOND                                     
 
LB 1-3 YEAR     7.87%   33.67%  N/A      
GOVT/CORP                                
 
SHORT           6.68%   30.31%  N/A      
INVESTMENT                               
GRADE DEBT                               
FUNDS                                    
AVERAGE                                  
 
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 October 1, 1992. For example, if you had 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 1-3 Year Government/Corporate
Bond Index - a market value weighted performance benchmark for
government and corporate fixed-rate debt issues, with maturities
between one and three years. To measure how the fund's performance
stacked up against its peers, you can compare it to the short
investment grade debt funds average, which reflects the performance of
mutual funds with similar objectives tracked by Lipper Analytical
Services, Inc. The past one year average represents a peer group of
100 mutual funds. These benchmarks include reinvested dividends and
capital gains, if any, and exclude the effect of sales charges.
 
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED   PAST 1  PAST 5  LIFE OF  
SEPTEMBER 30,   YEAR    YEARS   FUND     
1998                                     
 
SPARTAN         7.33%   4.73%   5.22%    
SHORT-TERM                               
BOND                                     
 
LB 1-3 YEAR     7.87%   5.98%   N/A      
GOVT/CORP                                
 
SHORT           6.68%   5.43%   N/A      
INVESTMENT                               
GRADE DEBT                               
FUNDS                                    
AVERAGE                                  
 
AVERAGE ANNUAL TOTAL RETURNS take the fund's cumulative return and
show you what would have happened if the fund had performed at a
constant rate each year. (Note: Lipper calculates average annual total
returns by annualizing each fund's total return, then taking an
arithmetic average. This may produce a slightly different figure than
that obtained by averaging the cumulative total returns and
annualizing the result.)
 
$10,000 OVER LIFE OF FUND
             Spartan Short-Term Bond     LB 1-3 Year Govt/Corp
             00449                       LB013
  1992/10/31      10000.00                    10000.00
  1992/11/30      10007.37                     9985.91
  1992/12/31      10100.06                    10080.21
  1993/01/31      10245.37                    10187.78
  1993/02/28      10362.03                    10270.90
  1993/03/31      10428.83                    10304.27
  1993/04/30      10491.81                    10368.93
  1993/05/31      10517.30                    10345.31
  1993/06/30      10633.77                    10423.65
  1993/07/31      10696.60                    10447.49
  1993/08/31      10801.74                    10534.96
  1993/09/30      10840.89                    10568.95
  1993/10/31      10900.33                    10593.61
  1993/11/30      10925.24                    10596.72
  1993/12/31      11009.87                    10639.63
  1994/01/31      11082.02                    10707.40
  1994/02/28      11001.58                    10642.53
  1994/03/31      10793.58                    10587.81
  1994/04/30      10672.90                    10547.60
  1994/05/31      10776.08                    10561.90
  1994/06/30      10637.30                    10589.67
  1994/07/31      10716.07                    10686.05
  1994/08/31      10772.43                    10722.12
  1994/09/30      10806.21                    10698.28
  1994/10/31      10793.34                    10722.74
  1994/11/30      10802.42                    10677.76
  1994/12/31      10500.90                    10698.07
  1995/01/31      10584.46                    10845.03
  1995/02/28      10686.93                    10995.09
  1995/03/31      10746.59                    11057.48
  1995/04/30      10852.82                    11157.58
  1995/05/31      11033.96                    11350.76
  1995/06/30      11103.44                    11412.52
  1995/07/31      11148.58                    11458.12
  1995/08/31      11219.00                    11527.56
  1995/09/30      11275.92                    11584.55
  1995/10/31      11374.74                    11680.73
  1995/11/30      11469.71                    11781.25
  1995/12/31      11545.13                    11870.58
  1996/01/31      11645.60                    11972.14
  1996/02/29      11604.18                    11926.54
  1996/03/31      11580.33                    11917.84
  1996/04/30      11593.17                    11929.86
  1996/05/31      11620.33                    11957.43
  1996/06/30      11710.28                    12044.89
  1996/07/31      11749.76                    12091.74
  1996/08/31      11789.36                    12136.30
  1996/09/30      11892.38                    12247.39
  1996/10/31      12024.38                    12385.64
  1996/11/30      12114.43                    12478.50
  1996/12/31      12126.29                    12480.57
  1997/01/31      12176.93                    12540.88
  1997/02/28      12207.78                    12571.97
  1997/03/31      12207.08                    12562.23
  1997/04/30      12299.58                    12665.24
  1997/05/31      12380.91                    12753.75
  1997/06/30      12475.64                    12842.46
  1997/07/31      12614.79                    12985.06
  1997/08/31      12629.16                    12997.28
  1997/09/30      12724.82                    13097.39
  1997/10/31      12809.73                    13191.70
  1997/11/30      12835.18                    13224.86
  1997/12/31      12919.79                    13312.12
  1998/01/31      13047.83                    13440.63
  1998/02/28      13069.40                    13454.10
  1998/03/31      13125.91                    13506.54
  1998/04/30      13181.18                    13573.49
  1998/05/31      13265.46                    13647.27
  1998/06/30      13333.78                    13717.74
  1998/07/31      13389.09                    13781.58
  1998/08/31      13501.85                    13940.14
  1998/09/30      13657.74                    14127.72
IMATRL PRASUN   SHR__CHT 19980930 19981006 115635 R00000000000074
 
$10,000 OVER LIFE OF FUND: Let's say hypothetically that $10,000 was
invested in Spartan Short-Term Bond Fund on October 31, 1992, shortly
after the fund started. As the chart shows, by September 30, 1998, the
value of the investment would have grown to $13,658 - a 36.58%
increase on the initial investment. For comparison, look at how the
Lehman Brothers 1-3 Year Government/Corporate Bond Index did over the
same period. With dividends and capital gains, if any, reinvested, the
same $10,000 would have grown to $14,128 - a 41.28% increase.
 
(CHECKMARK)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.
 
TOTAL RETURN COMPONENTS
               YEARS                                   
               ENDED                                   
               SEPTEM                                  
               BER 30,                                 
 
               1998     1997   1996    1995    1994    
 
DIVIDEND       6.56%    6.67%  6.67%   6.49%   6.20%   
RETURNS                                                
 
CAPITAL        0.77%    0.33%  -1.20%  -2.14%  -6.52%  
RETURNS                                                
 
TOTAL RETURNS  7.33%    7.00%  5.47%   4.35%   -0.32%  
 
TOTAL RETURN COMPONENTS include both dividend returns and capital
returns. A dividend return reflects the actual dividends paid by the
fund. A capital 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 capital gains, if
any, paid by the fund are reinvested.
 
DIVIDENDS AND YIELD
PERIODS ENDED   PAST 1       PAST 6        PAST 1        
SEPTEMBER 30,   MONTH        MONTHS        YEAR          
1998                                                     
 
DIVIDENDS PER   4.46(CENTS)  28.05(CENTS)  57.21(CENTS)  
SHARE                                                    
 
ANNUALIZED      5.97%        6.18%         6.32%         
DIVIDEND                                                 
RATE                                                     
 
30-DAY          5.42%        -             -             
ANNUALIZED                                               
YIELD                                                    
 
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 $9.09
over the past one month, $9.05 over the past six months and $9.05 over
the past one 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. If Fidelity had not
reimbursed certain fund expenses during the periods shown, the yield
would have been 5.17%.
 
FUND TALK: THE MANAGER'S OVERVIEW
 
 
MARKET RECAP
As a safe haven from turbulent stock 
markets worldwide, bond markets 
reaped the benefits from the flight to 
quality by anxious investors during 
the 12-month period ending 
September 30, 1998. The Lehman 
Brothers Aggregate Bond Index - a 
broad measure of the U.S. taxable 
investment-grade bond market - 
returned 11.51% over the past year, 
two and one-half times higher than the 
4.54% return generated for the 
six-month period ending March 31, 
1998. The buying surge sent 
Treasury-bond yields - which move 
in the opposite direction of bond 
prices - to their lowest level in over 
three decades, as the yield on the 
benchmark 30-year bond fell to 
4.96%. In spite of the global economic 
crisis that dominated the period, the 
U.S. enjoyed low interest rates, low 
inflation and a stable economy, which 
aided the performance of corporate 
bonds. The Lehman Brothers 
Corporate Bond Index returned 
11.07% for the 12-month period. 
Mortgage-backed bonds also 
performed well, although lower 
interest rates resulted in higher 
refinancing activity. The Lehman 
Brothers Mortgage Backed Securities 
Index had a 12-month return of 
8.62%. Interest rates fell even lower 
late in the period, as the Federal 
Reserve lowered the fed funds rate by 
0.25%, the first rate cut in nearly three 
years. The period's biggest losers were 
shareholders of emerging-market 
debt, as the JP Morgan Emerging 
Markets Bond Index lost 20.89% 
over the past 12 months. 
 
 
(PHOTOGRAPH OF ANDREW DUDLEY)
 
An interview with Andrew Dudley, Portfolio Manager of Spartan
Short-Term Bond Fund
Q. HOW DID THE FUND PERFORM, ANDY ?
A. For the 12 months that ended September 30, 1998, the fund had a
total return of 7.33%. That outperformed the 6.68% return of the short
investment grade debt funds average tracked by Lipper Analytical
Services. For the same period, the Lehman Brothers 1-3 Year
Government/Corporate Bond Index returned 7.87%. 
Q. WHAT FACTORS CONTRIBUTED TO FUND'S PERFORMANCE? WHY DID THE FUND
UNDERPERFORM THE LEHMAN BROTHERS INDEX?
A. While the performance of the Treasury market was solid due to a
flight to quality from stocks and riskier bond investments, the
broader bond market was stricken by growing concerns of economic
slowdown and a subsequent extremely negative supply/demand
environment. Essentially, rumors began that a number of highly
leveraged hedge funds were already, or were going to be, forced
sellers of certain bonds. This potential deluge of supply created a
huge dislocation in bond markets - creating a collapse in liquidity in
both corporate and mortgage-backed securities - pushing the yield
spreads relative to Treasuries to much wider levels. In the pursuit of
high current income, the fund has historically taken on a higher level
of exposure to the non-Treasury sectors than the Lehman Brothers 1-3
Year Government/Corporate Index. Since the fund was underweighted in
government securities relative to the index, the extreme flight to
quality into Treasuries caused the fund to underperform the Lehman
Brothers index. The recent performance of much of the short-term bond
fund universe - as represented by the Lipper peer group - suggests
that many managers faced similar issues.
Q. HOW WERE THE FUND'S ASSETS ALLOCATED? 
A. Corporate bonds and asset-backed securities - which are bonds
backed by a pool of loans such as credit cards - accounted for
approximately 65% of the fund's assets during the period. Within these
holdings, asset-backed securities accounted for about 18% of the fund,
and performed better on average than their corporate counterparts.
Most of the fund's holdings in asset-backed securities were rated Aaa,
the highest quality, and thus suffered to a lesser extent. By
comparison, as I've already mentioned, corporate bonds suffered more
severely relative to Treasuries. However, there were some bright spots
within our corporate holdings that outperformed the general corporate
market: namely, our cable, telecommunications, and media exposure.
Mortgage-backed securities accounted for roughly 15% of the fund's
allocation. Similar to corporate bonds, mortgage-backed securities
were hurt relative to U.S. government bonds during the extreme flight
to quality along with the increasing fear of a new refinancing and
prepayment wave.
Q. WHAT OTHER SECTORS CONTRIBUTED TO PERFORMANCE?
A. The remaining assets in the fund - around 20% - were in U.S.
government and agency obligations during the period. U.S. Treasuries
and agency bonds performed the best of all the bond sectors.
Unfortunately, the fund suffered relative to the index due to its
underweighted position in this sector. 
Q. THE GLOBAL FLIGHT TO QUALITY INTO U.S. TREASURIES HAS BEEN THE BIG
STORY OVER THE PAST FEW MONTHS. DO YOU SEE THIS TREND CONTINUING? 
A. There is very little official data on how much leveraged debt
remains in the system. Consequently, it's impossible to tell how many
troubled hedge funds are still out there. On the global front, while
we can use our research resources to make an educated assessment about
which countries would be next to face credit concerns, political
uncertainties often make this assessment murky. As a result, over the
short-term, it is difficult to determine how long this trend will
continue. What we do know is that much of the liquidation activity has
taken place at severely distressed levels, on some occasions pushing
the yield spread for even strong credits back to very wide levels.
Over the long term, investors should begin to see a focus less on
liquidity and more on relative value. Until that time, though, the
non-Treasury markets may continue to have a tough time. 
Q. WHAT'S YOUR OUTLOOK?
A. Within the corporate bond sector, I think the best issues may be
the less-cyclical, domestically focused businesses that have improving
credit profiles. I believe the market will continue to focus on
high-quality, non-cyclical corporate debt in the face of global market
turmoil. The commodity-related industries like energy, precious metals
and paper most likely will continue to suffer in this volatile
environment. Over the longer term, solid companies in the media,
telecommunications and domestic regional-banking sectors could be
rewarded for improving business and credit fundamentals. As a result,
corporate bonds in these sectors should remain defensive positions.
Within the mortgage-backed sector there are also opportunities. As a
result of the volatility, there are segments of the mortgage-backed
securities market that look attractive. I remain comfortable with our
current holdings and feel that there will be more opportunities over
time. In the short term, volatility may continue; but over the longer
term, the non-Treasury sectors should stabilize to the fund's benefit.
 
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO
MANAGER ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON
THE COVER. THE MANAGER'S VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED
ON MARKET AND OTHER CONDITIONS.
 
(CHECKMARK)FUND FACTS
GOAL: HIGH CURRENT INCOME 
WITH PRESERVATION OF CAPITAL
FUND NUMBER: 449
TRADING SYMBOL: FTBDX
START DATE: OCTOBER 1, 1992
SIZE: AS OF SEPTEMBER 30, 
1998, MORE THAN $357 MILLION
MANAGER: ANDREW DUDLEY, 
SINCE 1997; MANAGER, FIDELITY 
ADVISOR SHORT-FIXED INCOME 
FUND, SINCE 1997; JOINED 
FIDELITY IN 1996
 
ANDREW DUDLEY ON THE FUND'S 
BENCHMARK INDEX - THE 
LEHMAN BROTHERS 1-3 YEAR 
GOVERNMENT/CORPORATE BOND 
INDEX - AND ITS ROLE IN THE 
MANAGEMENT OF THE FUND:
"THE LEHMAN BROTHERS 1-3 YEAR 
GOVERNMENT/CORPORATE BOND INDEX 
PLAYS AN IMPORTANT ROLE IN THE 
MANAGEMENT OF THE FUND. IT'S THE 
FUND'S BENCHMARK INDEX AND 
INCLUDES MOST OF THE UNIVERSE OF 
INVESTMENT-GRADE BONDS WITH 
MATURITIES BETWEEN ONE AND THREE 
YEARS. I USE THE INDEX AS A 
GUIDELINE ABOUT THE STRUCTURE OF 
THE OVERALL BOND MARKET, MANAGING 
THE FUND TO BE GENERALLY AS 
SENSITIVE TO CHANGES IN INTEREST 
RATES AS THE INDEX. IN ADDITION, I 
REFER TO THE INDEX WHEN DECIDING 
HOW TO ALLOCATE ASSETS AMONG 
DIFFERENT MATURITIES AND MARKET 
SECTORS - SUCH AS CORPORATE OR 
GOVERNMENT SECURITIES - BASED ON 
MY VIEW OF THE RELATIVE VALUE OF 
EACH MATURITY OR SECTOR."
(SOLID BULLET) EFFECTIVE THE CLOSE OF BUSINESS ON 
JUNE 26, 1998, THE SPARTAN 
SHORT-TERM BOND FUND'S SHARES 
ARE NO LONGER AVAILABLE TO NEW 
ACCOUNTS. SHAREHOLDERS OF THE FUND 
ON THAT DATE MAY CONTINUE TO 
PURCHASE SHARES IN ACCOUNTS EXISTING 
ON THAT DATE.
 
INVESTMENT CHANGES 
 
<TABLE>
<CAPTION>
<S>                                       <C>           <C>                       
QUALITY DIVERSIFICATION AS OF SEPTEMBER                                           
30, 1998                                                                          
 
(MOODY'S RATINGS)                         % OF FUND'S   % OF FUND'S INVESTMENTS   
                                          INVESTMENTS   6 MONTHS AGO              
 
AAA                                        41.4          43.3                     
 
AA                                         7.8           7.5                      
 
A                                          14.3          13.9                     
 
BAA                                        27.3          23.9                     
 
BA AND BELOW                               3.8           7.1                      
 
NOT RATED                                  0.9           1.3                      
 
</TABLE>
 
TABLE EXCLUDES SHORT-TERM INVESTMENTS. WHERE MOODY'S RATINGS ARE NOT
AVAILABLE, WE HAVE USED S&P RATINGS. SECURITIES RATED AS BA OR BELOW
WERE RATED INVESTMENT GRADE BY OTHER NATIONALLY RECOGNIZED RATING
AGENCIES OR ASSIGNED AN INVESTMENT GRADE RATING AT THE TIME OF
ACQUISITION BY FIDELITY.
 
AVERAGE YEARS TO MATURITY AS OF                       
SEPTEMBER 30, 1998                                    
 
                                        6 MONTHS AGO  
 
YEARS                              2.4   2.3          
 
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 SEPTEMBER 30, 1998                      
 
                                         6 MONTHS AGO  
 
YEARS                               1.7   1.8          
 
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 CAN INFLUENCE A
BOND FUND'S PERFORMANCE AND SHARE PRICE.  ACCORDINGLY, A BOND FUND'S
ACTUAL PERFORMANCE MAY DIFFER FROM THIS EXAMPLE.
 
ASSET ALLOCATION (% OF FUND'S INVESTMENTS)               
 
AS OF SEPTEMBER 30, 1998 * 
ROW: 1, COL: 2, VALUE: 24.2
ROW: 1, COL: 3, VALUE: 8.699999999999999
ROW: 1, COL: 4, VALUE: 3.3
ROW: 1, COL: 5, VALUE: 4.5
CORPORATE BONDS 59.3%
U.S. GOVERNMENT
AND AGENCY
OBLIGATIONS 24.2%
CMOS AND OTHER 
MORTGAGE-RELATED 
SECURITIES 8.7%
OTHER 3.3%
SHORT-TERM
INVESTMENTS 4.5%
 * FOREIGN INVESTMENTS 6.7%
 
AS OF MARCH 31, 1998 **
CORPORATE BONDS 61.4%
ROW: 1, COL: 1, VALUE: 59.3
ROW: 1, COL: 1, VALUE: 61.4
ROW: 1, COL: 2, VALUE: 26.3
ROW: 1, COL: 3, VALUE: 5.7
ROW: 1, COL: 4, VALUE: 3.6
ROW: 1, COL: 5, VALUE: 3.0
U.S. GOVERNMENT
AND AGENCY
OBLIGATIONS 26.3%
CMOS AND OTHER 
MORTGAGE-RELATED 
SECURITIES 5.7%
OTHER 3.6%
SHORT-TERM
INVESTMENTS 3.0%   
 ** FOREIGN INVESTMENTS  5.8%
 
INVESTMENTS SEPTEMBER 30, 1998  
SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES
 
 
 
<TABLE>
<CAPTION>
<S>                                      <C>    <C>            <C>              
NONCONVERTIBLE BONDS - 42.4%                                                    
 
                                   MOODY'S      PRINCIPAL      VALUE (NOTE 1)   
                                   RATINGS      AMOUNT (000S)  (000S)           
                                   (UNAUDITED)                                             
                                   (D)                                             
                                                                                
 
BASIC INDUSTRIES - 1.4%                                                         
 
CHEMICALS & PLASTICS - 1.0%                                                     
 
Methanex Corp.                            A2    $ 3,500        $ 3,618          
yankee 8.875%                                                                   
11/15/01                                                                        
 
PACKAGING & CONTAINERS - 0.4%                                                   
 
Owens-Illinois, Inc.                      Ba1    1,390          1,390           
7.15% 5/15/05                                                                   
 
TOTAL BASIC INDUSTRIES                                          5,008           
 
CONSTRUCTION & REAL ESTATE - 1.8%                                               
 
REAL ESTATE INVESTMENT TRUSTS - 1.8%                                            
 
Camden Property                           Baa2   2,825          2,844           
Trust 6.625%                                                                    
2/15/01                                                                         
 
CenterPoint                               Baa2   430            427             
Properties Corp.                                                                
6.75% 4/1/05                                                                    
 
EOP Operating LP:                                                               
 
6.375% 2/15/03                            Baa1   1,250          1,249           
 
6.376% 2/15/02                            Baa1   900            904             
 
Weeks Realty LP                           Baa2   1,100          1,076           
6.875% 3/15/05                                                                  
 
                                                                6,500           
 
ENERGY - 0.6%                                                                   
 
OIL & GAS - 0.6%                                                                
 
Occidental Petroleum                                                            
Corp.:                                                                          
 
6.09% 11/29/99                            Baa3   580            586             
 
8.5% 11/9/01                              Baa2   800            865             
 
Oryx Energy Co.:                                                                
 
8.125%                                    Ba1    220            228             
10/15/05                                                                        
 
8.375% 7/15/04                            Ba1    400            428             
 
                                                                2,107           
 
FINANCE - 18.3%                                                                 
 
BANKS - 7.2%                                                                    
 
Banc One Corp.                            Aa3    1,250          1,275           
6.7% 3/24/00                                                                    
 
Banco                                                                           
Latinoamericano                                                                 
Exportaciones SA                                                                
euro:                                                                           
 
6.45%                                     Baa2   930            947             
9/13/99 (a)                                                                     
 
6.9% 12/4/99 (a)                          Baa2   550            553             
 
BanPonce Corp.                            A3     1,290          1,313           
6.488% 3/3/00                                                                   
 
BanPonce Financial                                                              
Corp.:                                                                          
 
6.88% 6/16/00                             A3     510            524             
 
7.65% 5/3/00                              A3     1,550          1,606           
 
Barclays Bank PLC                         A1     2,500          2,523           
yankee 5.875%                                                                   
7/15/00                                                                         
 
NONCONVERTIBLE BONDS - CONTINUED                                                
 
                                   MOODY'S      PRINCIPAL      VALUE (NOTE 1)   
                                   RATINGS      AMOUNT (000S)  (000S)           
                                   (UNAUDITED)                                             
                                   (D)                                             
                                                                                
 
FINANCE - CONTINUED                                                             
 
BANKS - CONTINUED                                                               
 
Capital One Bank:                                                               
 
5.95% 2/15/01                             Baa3  $ 2,000        $ 1,990          
 
6.42% 11/12/99                            Baa3   2,200          2,211           
 
7.35% 6/20/00                             Baa3   2,400          2,456           
 
First USA Bank 6.5%                       Aa2    1,700          1,728           
12/23/99                                                                        
 
KeyCorp. 7.45%                            A1     1,100          1,137           
4/5/00                                                                          
 
NationsBank Corp.                         Aa2    3,000          3,036           
5.75% 3/15/01                                                                   
 
Popular, Inc. 6.4%                        A3     1,410          1,425           
8/25/00                                                                         
 
Providian National                                                              
Bank:                                                                           
 
6.25% 5/7/01                              Baa3   1,300          1,312           
 
6.7% 3/15/03                              Baa3   1,800          1,889           
 
                                                                25,925          
 
CREDIT & OTHER FINANCE - 9.8%                                                   
 
Abbey National PLC                        Aa3    2,400          2,536           
6.69% 10/17/05                                                                  
 
Aristar, Inc. 6%                          A3     3,200          3,237           
8/1/01                                                                          
 
AT&T Capital Corp.:                                                             
 
6.16% 12/3/99                             Baa3   1,940          1,964           
 
6.25% 5/15/01                             Baa3   2,500          2,540           
 
Chrysler Financial                        A2     1,720          1,745           
Corp. 6.375%                                                                    
1/28/00                                                                         
 
Edison Mission                            Baa1   1,667          1,741           
Energy Funding                                                                  
Corp. 6.77%                                                                     
9/15/03 (a)                                                                     
 
ERP Operating LP                          A3     350            355             
6.55% 11/15/01                                                                  
 
Finova Capital Corp.                      Baa1   580            589             
6.27% 9/29/00                                                                   
 
General Electric                          Aaa    5,000          5,124           
Capital Corp.                                                                   
6.01% 4/30/01                                                                   
 
General Motors                                                                  
Acceptance Corp.:                                                               
 
5.85% 4/20/00                             A2     4,480          4,535           
 
9% 10/15/02                               A2     3,000          3,387           
 
GS Escrow Corp.                           Ba1    2,400          2,386           
6.75% 8/1/01 (a)                                                                
 
Heller Financial, Inc.                    A3     1,500          1,530           
6.25% 3/1/01                                                                    
 
MCN Investment                            Baa3   1,450          1,451           
Corp. 5.84%                                                                     
2/1/99                                                                          
 
Money Store, Inc.                         A2     650            694             
7.3% 12/1/02                                                                    
 
North American                            Baa2   750            750             
Mortgage Co.                                                                    
5.8% 11/2/98                                                                    
 
Salton Sea Funding                        Baa3   654            660             
Corp. 7.02%                                                                     
5/30/00                                                                         
 
                                                                35,224          
 
SAVINGS & LOANS - 1.0%                                                          
 
Great Western                             A3     1,025          1,041           
Financial Corp.                                                                 
6.375% 7/1/00                                                                   
 
NONCONVERTIBLE BONDS - CONTINUED                                                
 
 
                                   MOODY'S      PRINCIPAL      VALUE (NOTE 1)   
                                   RATINGS      AMOUNT (000S)  (000S)           
                                   (UNAUDITED)                                             
                                   (D)                                             
                                                                                
FINANCE - CONTINUED                                                             
 
SAVINGS & LOANS - CONTINUED                                                     
 
Long Island Savings                                                             
Bank FSB:                                                                       
 
6.2% 4/2/01                               Baa3  $ 1,650        $ 1,666          
 
7% 6/13/02                                Baa3   970            1,012           
 
                                                                3,719           
 
SECURITIES INDUSTRY - 0.3%                                                      
 
Amvescap PLC                              A3     1,100          1,130           
6.375% 5/15/03                                                                  
 
TOTAL FINANCE                                                   65,998          
 
INDUSTRIAL MACHINERY & EQUIPMENT - 0.9%                                         
 
INDUSTRIAL MACHINERY & EQUIPMENT - 0.7%                                         
 
Tyco International                        Baa1   2,250          2,298           
Group SA yankee                                                                 
6.125% 6/15/01                                                                  
 
POLLUTION CONTROL - 0.2%                                                        
 
WMX Technologies,                         Baa3   750            763             
Inc. 6.25%                                                                      
10/15/00                                                                        
 
TOTAL INDUSTRIAL MACHINERY &                                    3,061           
EQUIPMENT                                                                       
 
MEDIA & LEISURE - 5.9%                                                          
 
BROADCASTING - 3.3%                                                             
 
Continental                                                                     
Cablevision, Inc.:                                                              
 
8.3% 5/15/06                              Baa3   320            362             
 
8.5% 9/15/01                              Baa3   2,104          2,273           
 
TCI Communications,                                                             
Inc.:                                                                           
 
6.375% 5/1/03                             Baa3   630            659             
 
6.375% 9/15/99                            Baa3   3,075          3,100           
 
8.25% 1/15/03                             Baa3   220            245             
 
9% 1/2/02                                 Ba1    730            808             
 
Time Warner, Inc.                         Baa3   4,330          4,472           
7.95% 2/1/00                                                                    
 
                                                                11,919          
 
ENTERTAINMENT - 2.1%                                                            
 
Paramount                                 Ba2    992            1,039           
Communications,                                                                 
Inc. 7.5%                                                                       
1/15/02                                                                         
 
Viacom, Inc.:                                                                   
 
6.75% 1/15/03                             Ba2    4,455          4,574           
 
7.75% 6/1/05                              Ba2    1,950          2,106           
 
                                                                7,719           
 
NONCONVERTIBLE BONDS - CONTINUED                                                
 
                                   MOODY'S      PRINCIPAL      VALUE (NOTE 1)   
                                   RATINGS      AMOUNT (000S)  (000S)           
                                   (UNAUDITED)                                             
                                   (D)                                             
                                                                                
 
MEDIA & LEISURE - CONTINUED                                                     
 
PUBLISHING - 0.5%                                                               
 
News America                              Baa3  $ 1,440        $ 1,623          
Holdings, Inc.                                                                  
8.5% 2/15/05                                                                    
 
TOTAL MEDIA & LEISURE                                           21,261          
 
NONDURABLES - 1.7%                                                              
 
FOODS - 0.6%                                                                    
 
Dole Food, Inc.                           Baa2   2,290          2,308           
6.75% 7/15/00                                                                   
 
TOBACCO - 1.1%                                                                  
 
Philip Morris                                                                   
Companies, Inc.:                                                                
 
7.125% 12/1/99                            A2     2,300          2,341           
 
7.25% 9/15/01                             A2     1,400          1,466           
 
                                                                3,807           
 
TOTAL NONDURABLES                                               6,115           
 
RETAIL & WHOLESALE - 1.6%                                                       
 
GENERAL MERCHANDISE STORES - 1.6%                                               
 
Dayton Hudson                                                                   
Corp.:                                                                          
 
6.8% 10/1/01                              A3     1,600          1,670           
 
9.75% 7/1/02                              A3     930            1,070           
 
10% 12/1/00                               A3     1,133          1,244           
 
Federated                                 Baa2   1,595          1,742           
Department Stores,                                                              
Inc. 8.125%                                                                     
10/15/02                                                                        
 
                                                                5,726           
 
TECHNOLOGY - 3.3%                                                               
 
COMPUTER SERVICES & SOFTWARE - 0.2%                                             
 
Computer Associates                       Baa1   700            705             
International, Inc.                                                             
6.25% 4/15/03                                                                   
 
COMPUTERS & OFFICE EQUIPMENT - 3.1%                                             
 
Comdisco, Inc.:                                                                 
 
5.86% 4/7/00                              Baa1   3,900          3,939           
 
6.1% 6/5/01                               Baa1   2,580          2,631           
 
6.55% 2/4/00                              Baa1   4,500          4,581           
 
                                                                11,151          
 
TOTAL TECHNOLOGY                                                11,856          
 
NONCONVERTIBLE BONDS - CONTINUED                                                
 
                                   MOODY'S      PRINCIPAL      VALUE (NOTE 1)   
                                   RATINGS      AMOUNT (000S)  (000S)           
                                   (UNAUDITED)                                             
                                   (D)                                             
                                                                                
 
TRANSPORTATION - 2.0%                                                           
 
AIR TRANSPORTATION - 0.1%                                                       
 
Delta Air Lines, Inc.                     Baa3  $ 475          $ 506            
9.875% 5/15/00                                                                  
 
RAILROADS - 1.9%                                                                
 
CSX Corp.:                                                                      
 
7.05% 5/1/02                              Baa2   1,250          1,313           
 
9.5% 8/1/00                               Baa2   2,500          2,675           
 
Norfolk Southern                                                                
Corp.:                                                                          
 
6.7% 5/1/00                               Baa1   2,000          2,042           
 
6.95% 5/1/02                              Baa1   800            843             
 
                                                                6,873           
 
TOTAL TRANSPORTATION                                            7,379           
 
UTILITIES - 4.9%                                                                
 
ELECTRIC UTILITY - 2.0%                                                         
 
Avon Energy                               Baa2   1,000          1,043           
Partners Holdings                                                               
6.73%                                                                           
12/11/02 (a)                                                                    
 
Indiana Michigan                          Baa1   2,000          2,034           
Power Co. 6.4%                                                                  
3/1/00                                                                          
 
Niagara Mohawk                            Ba1    700            719             
Power Corp.                                                                     
6.875% 3/1/01                                                                   
 
Ohio Edison Co.                           Baa2   900            950             
7.375% 9/15/02                                                                  
 
Philadelphia Electric                                                           
Co.:                                                                            
 
5.625% 11/1/01                            Baa1   840            846             
 
6.5% 5/1/03                               Baa1   700            731             
 
Texas Utilities Electric                  Baa1   1,000          1,021           
Co. 7.375%                                                                      
11/1/99                                                                         
 
                                                                7,344           
 
GAS - 1.6%                                                                      
 
Arkla, Inc. 8.875%                        Baa1   5,500          5,641           
7/15/99                                                                         
 
TELEPHONE SERVICES - 1.3%                                                       
 
WorldCom, Inc.:                                                                 
 
6.125% 8/15/01                            Baa2   2,865          2,931           
 
8.875% 1/15/06                            Baa2   627            688             
 
9.375% 1/15/04                            Baa2   1,176          1,228           
 
                                                                4,847           
 
TOTAL UTILITIES                                                 17,832          
 
TOTAL NONCONVERTIBLE BONDS                                      152,843         
(Cost $151,216)                                                                 
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                        <C>   <C>            <C>              
U.S. GOVERNMENT AND GOVERNMENT                                                   
AGENCY OBLIGATIONS - 17.3%                                                       
 
                                   MOODY'S      PRINCIPAL      VALUE (NOTE 1)   
                                   RATINGS      AMOUNT (000S)  (000S)           
                                   (UNAUDITED)                                             
                                   (D)                                             
                                                                                
 
U.S. GOVERNMENT AGENCY OBLIGATIONS - 2.4%                                        
 
Federal Home Loan                           Aaa  $ 5,000        $ 5,064          
Bank 5.83%                                                                       
12/24/99                                                                         
 
Government Trust                            Aaa   312            331             
Certificates (assets                                                             
of Trust guaranteed                                                              
by U.S.                                                                          
Government                                                                       
through Defense                                                                  
Security Assistance                                                              
Agency) Class T-3,                                                               
9.625% 5/15/02                                                                   
 
Guaranteed Export                                                                
Trust Certificates                                                               
(assets of Trust                                                                 
guaranteed by                                                                    
U.S. Government                                                                  
through                                                                          
Export-Import                                                                    
Bank):                                                                           
 
Series 1995-A,                              Aaa   1,412          1,462           
6.28% 6/15/04                                                                    
 
Series 1994-C,                              Aaa   120            121             
6.61% 9/15/99                                                                    
 
Israel Export Trust                         Aaa   577            601             
Certificates (assets                                                             
of Trust guaranteed                                                              
by U.S.                                                                          
Government                                                                       
through                                                                          
Export-Import                                                                    
Bank) Series                                                                     
1994-1, 6.88%                                                                    
1/26/03                                                                          
 
Private Export                              Aaa   993            1,040           
Funding Corp.                                                                    
secured 6.86%                                                                    
4/30/04                                                                          
 
TOTAL U.S. GOVERNMENT AGENCY                                     8,619           
OBLIGATIONS                                                                      
 
U.S. TREASURY OBLIGATIONS - 14.9%                                                
 
U.S. Treasury Notes:                                                             
 
5.375% 2/15/01                              Aaa   2,475          2,531           
 
5.625%                                      Aaa   8,275          8,376           
11/30/99                                                                         
 
5.75% 10/31/00                              Aaa   700            719             
 
5.875% 2/15/00                              Aaa   965            982             
 
5.875% 7/31/99                              Aaa   710            717             
 
6.25% 2/28/02                               Aaa   3,495          3,703           
 
6.375% 7/15/99                              Aaa   26,475         26,822          
 
6.875% 3/31/00                              Aaa   9,604          9,934           
 
TOTAL U.S. TREASURY OBLIGATIONS                                  53,784          
 
TOTAL U.S. GOVERNMENT AND                                        62,403          
GOVERNMENT AGENCY                                                                
OBLIGATIONS                                                                      
(Cost $61,768)                                                                   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                          <C>   <C>            <C>              
U.S. GOVERNMENT AGENCY -                                                           
MORTGAGE-BACKED SECURITIES - 6.9%                                                  
 
                                   MOODY'S      PRINCIPAL      VALUE (NOTE 1)   
                                   RATINGS      AMOUNT (000S)  (000S)           
                                   (UNAUDITED)                                             
                                   (D)                                             
                                                                                
 
FANNIE MAE - 3.3%                                                                  
 
6.5% 12/1/12 to                               Aaa  $ 5,423        $ 5,537          
1/1/13                                                                             
 
7% 10/1/28 (b)                                Aaa   5,500          5,655           
 
11.5% 11/1/15                                 Aaa   454            509             
 
TOTAL FANNIE MAE                                                   11,701          
 
FREDDIE MAC - 0.3%                                                                 
 
7% 8/1/99 to                                  Aaa   1,064          1,072           
7/1/01                                                                             
 
12% 11/1/19                                   Aaa   112            129             
 
TOTAL FREDDIE MAC                                                  1,201           
 
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION -                                         
3.3%                                                                               
 
7.5% 1/15/26 to                               Aaa   6,014          6,234           
8/15/28                                                                            
 
9.5% 5/15/16 to                               Aaa   1,587          1,714           
11/15/20                                                                           
 
11% 2/15/10 to                                Aaa   2,049          2,267           
9/15/19                                                                            
 
11.5% 5/15/13 to                              Aaa   711            797             
7/15/15                                                                            
 
12% 2/15/16                                   Aaa   611            696             
 
TOTAL GOVERNMENT NATIONAL                                          11,708          
MORTGAGE ASSOCIATION                                                               
 
TOTAL U.S. GOVERNMENT AGENCY                                       24,610          
- -                                                                                  
MORTGAGE-BACKED SECURITIES                                                         
(Cost $24,542)                                                                     
 
</TABLE>
 
ASSET-BACKED SECURITIES - 16.9%                                             
 
                                                                            
 
Arcadia Automobile                    Aaa    1,500          1,515           
Receivables Trust                                                           
5.67% 1/15/04                                                               
 
Boatmens Auto Trust                   A2     610            612             
6.35% 10/15/01                                                              
 
Capita Equipment                                                            
Receivables Trust:                                                          
 
6.45% 8/15/02                         Aa3    1,700          1,747           
 
6.57% 3/15/01                         Aa3    810            823             
 
Case Equipment                                                              
Loan Trust:                                                                 
 
5.85% 2/15/03                         Aa2    690            690             
 
6.15% 9/15/02                         Aaa    1,844          1,854           
 
6.45% 11/10/02                        Aaa    1,330          1,361           
 
Caterpillar Financial                 A3     336            337             
Asset Trust 6.55%                                                           
5/25/02                                                                     
 
ASSET-BACKED SECURITIES - CONTINUED                                         
 
                                   MOODY'S      PRINCIPAL      VALUE (NOTE 1)   
                                   RATINGS      AMOUNT (000S)  (000S)           
                                   (UNAUDITED)                                  
                                   (D)                                  
                                                                                
 
Chase Manhattan                       Aaa   $ 1,900        $ 1,932          
Marine Owner                                                                
Trust 6.25%                                                                 
4/16/07                                                                     
 
Chevy Chase Auto                                                            
Receivables Trust:                                                          
 
5.97% 10/20/04                        Aaa    1,729          1,753           
 
6.2% 3/20/04                          Aaa    803            813             
 
Citibank Credit Card                  Aaa    1,300          1,322           
Master Trust I                                                              
5.75% 1/15/03                                                               
 
Contimortgage                                                               
Home Equity Loan                                                            
Trust:                                                                      
 
6.26% 7/15/12                         Aaa    2,450          2,461           
 
6.3% 7/15/12                          Aaa    1,100          1,115           
 
CPS Auto Grantor                                                            
Trust:                                                                      
 
6.09% 11/15/03                        Aaa    1,042          1,046           
 
6.7% 2/15/02                          Aaa    314            318             
 
CPS Auto                              Aaa    2,719          2,749           
Receivables Trust                                                           
6% 8/15/03                                                                  
 
CS First Boston                       Aaa    1,700          1,739           
Mortgage                                                                    
Securities Corp.                                                            
7% 3/15/27                                                                  
 
Discover Card                         A2     4,920          4,922           
Master Trust I                                                              
6.0006%                                                                     
7/18/05 (c)                                                                 
 
Fidelity Funding Auto                 Aaa    350            356             
Trust 6.99%                                                                 
11/15/02 (a)                                                                
 
Ford Credit Auto                      A2     1,800          1,809           
Owner Trust 6.15%                                                           
9/15/02                                                                     
 
Ford Credit Grantor                   Aaa    989            991             
Trust 5.9%                                                                  
10/15/00                                                                    
 
General Motors                        Aaa    417            418             
Acceptance Corp.                                                            
Grantor Trust                                                               
7.15% 3/15/00                                                               
 
Green Tree Financial                                                        
Corp.:                                                                      
 
5.5% 1/31/00                          Aaa    57             57              
 
5.8% 2/15/27                          Aaa    77             77              
 
6.1% 4/15/27                          Aaa    847            849             
 
6.45% 5/15/27                         Aaa    618            620             
 
6.5% 6/15/27                          Aaa    439            439             
 
Key Auto Finance                      Baa3   281            284             
Trust 6.65%                                                                 
10/15/03                                                                    
 
KeyCorp Auto                          A3     43             43              
Grantor Trust 5.8%                                                          
7/15/00                                                                     
 
Norwest Automobile                    A2     1,130          1,150           
Trust 6.3%                                                                  
5/15/03                                                                     
 
Olympic Automobile                                                          
Receivables Trust:                                                          
 
6.125%                                Aaa    587            597             
11/15/04                                                                    
 
6.4% 9/15/01                          Aaa    1,280          1,298           
 
Onyx Acceptance                                                             
Grantor Trust:                                                              
 
5.95% 7/15/04                         Aaa    2,155          2,179           
 
6.2% 6/15/03                          Aaa    1,307          1,321           
 
Petroleum Enhanced                    Baa2   1,549          1,548           
Trust Receivables                                                           
Offering Petroleum                                                          
Trust 6.125%                                                                
2/5/03 (a)(c)                                                               
 
Premier Auto Trust:                                                         
 
5.7% 10/6/02                          Aaa    3,800          3,850           
 
ASSET-BACKED SECURITIES - CONTINUED                                         
 
                                   MOODY'S      PRINCIPAL      VALUE (NOTE 1)   
                                   RATINGS      AMOUNT (000S)  (000S)           
                                   (UNAUDITED)                                
                                   (D)                               
                                                                                
 
Premier Auto Trust: -                                                       
continued                                                                   
 
5.82% 12/6/02                         Aaa   $ 3,000        $ 3,071          
 
6% 5/6/00                             Aaa    428            428             
 
6.35% 7/6/00                          A3     1,690          1,701           
 
Reliance Auto                         Aaa    398            399             
Receivables Corp.,                                                          
Inc. 6.1%                                                                   
7/15/02 (a)                                                                 
 
Sears Credit Account                  Aaa    1,800          1,842           
Master Trust II                                                             
6.2% 2/16/06                                                                
 
TMS Auto Grantor                      Aaa    211            212             
Trust 5.9%                                                                  
9/15/02                                                                     
 
Tranex Auto                           Aaa    864            877             
Receivables Owner                                                           
Trust 6.334%                                                                
8/15/03 (a)                                                                 
 
UACSC 1995-B                          Baa2   166            167             
Grantor Trust                                                               
7.075% 7/10/02                                                              
 
UFSB Grantor Trust:                   Baa2   92             92              
7.275%                                                                      
10/10/00                                                                    
 
 8.2% 1/10/01                         Baa2   101            102             
 
Western Financial                     Aaa    789            800             
Grantor Trust                                                               
5.875% 3/1/02                                                               
 
WFS Financial                                                               
Owner Trust:                                                                
 
6.9% 12/20/03                         Aaa    1,630          1,687           
 
7.05% 11/20/03                        Aaa    2,510          2,597           
 
TOTAL ASSET-BACKED SECURITIES                               60,970          
(Cost $60,228)                                                              
 
COLLATERALIZED MORTGAGE OBLIGATIONS -                         
1.7%                                                          
 
                                                              
 
PRIVATE SPONSOR - 1.0%                                        
 
GE Capital                               Aaa   722     730    
Mortgage                                                      
Services, Inc.                                                
planned                                                       
amortization class                                            
Series 1994-2                                                 
Class A-4, 6%                                                 
1/25/09                                                       
 
Residential Funding                      Aa1   2,900   2,936  
Mortgage                                                      
Securities I, Inc.                                            
planned                                                       
amortization class                                            
Series 1994-S12                                               
Class A-2, 6.5%                                               
4/25/09                                                       
 
TOTAL PRIVATE SPONSOR                                  3,666  
 
U.S. GOVERNMENT AGENCY - 0.7%                                 
 
Fannie Mae ACES                          Aaa   2,474   2,532  
REMIC sequential                                              
pay Series                                                    
1995-M1 Class A,                                              
6.65% 7/25/10                                                 
 
TOTAL COLLATERALIZED                                   6,198  
MORTGAGE OBLIGATIONS                                          
(Cost $6,118)                                                 
 
COMMERCIAL MORTGAGE SECURITIES - 7.0%                                         
 
                                   MOODY'S      PRINCIPAL      VALUE (NOTE 1)   
                                   RATINGS      AMOUNT (000S)  (000S)           
                                   (UNAUDITED)                                 
                                   (D)                               
                                                                                
 
Allied Capital                          Aaa   $ 1,417        $ 1,424          
Commercial                                                                    
Mortgage Trust                                                                
sequential pay                                                                
Series 1998-1                                                                 
Class A, 6.31%                                                                
1/25/28 (a)                                                                   
 
Bankers Trust Remic                     Baa2   2,270          2,258           
Trust 1988-1                                                                  
floater                                                                       
Series 1998-S1A                                                               
Class D, 6.4984%                                                              
11/28/02 (a)(c)                                                               
 
BKB Commercial                          AA     506            504             
Mortgage Trust                                                                
Series 1997-C1                                                                
Class B, 7.218%                                                               
2/25/43 (a)(c)                                                                
 
CBM Funding Corp.:                                                            
 
sequential pay                          AA     870            896             
Series 1996-1                                                                 
Class A-2,                                                                    
6.88% 7/1/02                                                                  
 
sequential pay                          AA     63             63              
Series 1996-1                                                                 
Class A1, 7.55%                                                               
7/1/99                                                                        
 
CS First Boston                                                               
Mortgage                                                                      
Securities Corp.:                                                             
 
Series 1998 FLI                         Baa2   2,800          2,768           
Class E,                                                                      
6.5063%                                                                       
1/10/13 (a)(c)                                                                
 
sequential pay                          -      2,362          2,365           
Series                                                                        
1997-SPICE                                                                    
Class A, 6.653%                                                               
8/20/36 (a)                                                                   
 
DLJ Commercial                          A2     1,090          1,089           
Mortgage Corp.                                                                
floater Series                                                                
1998-STFA Class                                                               
A-3, 6.32%                                                                    
1/8/11 (a)(c)                                                                 
 
Equitable Life                                                                
Assurance Society                                                             
of the United                                                                 
States (The):                                                                 
 
floater Series 174                      Baa2   1,000          982             
Class D-2,                                                                    
6.7063%                                                                       
5/15/03 (a)(c)                                                                
 
sequential pay                          Aaa    1,000          1,091           
Series 174 Class                                                              
A1, 7.24%                                                                     
5/15/06 (a)                                                                   
 
Federal Deposit                                                               
Insurance Corp.                                                               
Remic Trust:                                                                  
 
sequential pay                          Aaa    1,299          1,298           
Series 1996-C1                                                                
Class 1A, 6.75%                                                               
7/25/26                                                                       
 
sequential pay                          Aaa    585            584             
Series 1994-C1                                                                
Class II-A2,                                                                  
7.85% 9/25/25                                                                 
 
FMAC Loan                               Aaa    550            558             
Receivables Trust                                                             
1998-C sequential                                                             
pay Series 1998-C                                                             
Class A1 Notes,                                                               
5.99%                                                                         
9/15/20 (a)                                                                   
 
Franchise Loan Trust                    Aaa    1,682          1,709           
1998-1 sequential                                                             
pay Series 1998-I                                                             
Class A1 Notes,                                                               
6.24%                                                                         
7/15/20 (a)                                                                   
 
Kidder Peabody                          Aa2    312            313             
Acceptance Corp. I                                                            
sequential pay                                                                
Series 1993-M1                                                                
Class A-2, 7.15%                                                              
4/25/25                                                                       
 
Nomura Asset                            -      892            892             
Securities Corp.                                                              
floater Series                                                                
1994-MD-II Class                                                              
A-6, 9.9213%                                                                  
7/7/03 (c)                                                                    
 
COMMERCIAL MORTGAGE SECURITIES -                                              
CONTINUED                                                                     
 
                                   MOODY'S      PRINCIPAL      VALUE (NOTE 1)   
                                   RATINGS      AMOUNT (000S)  (000S)           
                                   (UNAUDITED)                                
                                   (D)                             
                                                                                
 
Nomura Depositor                        Baa2  $ 2,210        $ 2,200          
Trust floater Series                                                          
1998-ST1A Class                                                               
A-4, 6.5406%                                                                  
2/15/34 (a)(c)                                                                
 
Resolution Trust                                                              
Corp.:                                                                        
 
floater Series                          AAA    268            268             
1994-C1 Class                                                                 
A-3, 6.2375%                                                                  
6/25/26 (c)                                                                   
 
sequential pay                          Aaa    1,432          1,430           
Series 1995 C-1                                                               
Class A2C, 6.9%                                                               
2/25/27                                                                       
 
Structured Asset                                                              
Securities Corp.:                                                             
 
floater Series                          A3     2,227          2,226           
1998-C2A Class                                                                
C, 6.0238%                                                                    
1/25/13 (a)(c)                                                                
 
Series 1996-C3                          AAA    361            359             
Class A, 6.75%                                                                
6/25/30 (a)(c)                                                                
 
TOTAL COMMERCIAL MORTGAGE                                     25,277          
SECURITIES                                                                    
(Cost $25,286)                                                                
 
FOREIGN GOVERNMENT AND GOVERNMENT                         
AGENCY OBLIGATIONS (E) - 0.8%                             
 
                                                          
 
Ontario Province:                                         
 
5.75% 11/7/00                        Aa3   1,010   1,025  
 
euro:                                                     
 
global 6.125%                        Aa3   1,000   1,021  
6/28/00                                                   
 
8.5% 2/28/01                         Aa3   800     861    
 
TOTAL FOREIGN GOVERNMENT                           2,907  
AND                                                       
GOVERNMENT AGENCY                                         
OBLIGATIONS                                               
(Cost $2,869)                                             
 
SUPRANATIONAL OBLIGATIONS - 1.6%                      
 
                                                      
 
African Development                         
Bank:                                       
 
7.75% 12/15/01                         Aa1     1,670         1,789  
 
9.3% 7/1/00                            Aa1     3,540         3,774  
 
TOTAL SUPRANATIONAL OBLIGATIONS                              5,563      
(Cost $5,563)                                            
 
CERTIFICATES OF DEPOSIT - 0.9%                  
 
                                                
 
Canadian Imperial Bank of Commerce,    Aa3      3,100        3,166  
New York yankee 6.2% 8/1/00                                         
(Cost $3,107)                                                       
 
CASH EQUIVALENTS - 4.5%                                   
 
                         MATURITY        VALUE (NOTE 1)   
                         AMOUNT (000'S)  (000S)           
 
Investments in           $ 16,340        $ 16,337         
repurchase                                                
agreements                                                
(U.S. Treasury                                            
obligations), in a                                        
joint                                                     
trading account at                                        
5.77%, dated                                              
9/30/98 due                                               
10/1/98                                                   
(Cost $16,337)                                            
 
TOTAL INVESTMENT IN                      $ 360,274        
SECURITIES - 100%                                         
(Cost $357,034)                                           
 
SECURITY TYPE ABBREVIATIONS
ACES - Automatic Common Exchange
  Securities
LEGEND
(a) Security exempt from registration under Rule 144A of the
Securities Act of 1933.  These securities may be resold in
transactions exempt from registration, normally to qualified
institutional buyers. At the period end, the value of these securities
amounted to $29,383,000 or 8.2% of net assets.
(b) Security purchased on a delayed delivery or when-issued basis (see
Note 2 of Notes to Financial Statements).
(c) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end. The due dates on these types of
securities reflects the next interest rate reset date or, when
applicable, the final maturity date.
(d) Standard & Poor's credit ratings are used in the absence of a
rating by Moody's Investors Service, Inc.
(e) Foreign government obligations not individually rated by S&P or
Moody's, the ratings listed are assigned to securities by FMR, the
fund's investment adviser, based principally on S&P and Moody's
ratings of the sovereign credit of the issuing government.
 
OTHER INFORMATION
The composition of long-term debt holdings as a percentage of total
value of investments in securities, is as follows (ratings are
unaudited):
 
MOODY'S RATINGS  S&P RATINGS  
 
Aaa, Aa, A   62.9%  AAA, AA, A   58.2%  
 
Baa          27.3%  BBB          28.4%  
 
Ba           3.8%   BB           3.4%   
 
For some foreign government obligations, FMR has assigned the ratings
for the sovereign credit of the issuing government. The percentage not
rated by Moody's or S&P amounted to 0.9%.
 
INCOME TAX INFORMATION
At September 30, 1998, the aggregate cost of investment securities for
income tax purposes was $357,035,000. Net unrealized appreciation
aggregated $3,239,000, of which $3,979,000 related to appreciated
investment securities and $740,000 related to depreciated investment
securities.
At September 30, 1998, the fund had a capital loss carryforward of
approximately $81,724,000 of which $39,973,000, $35,409,000,
$4,138,000, and $2,204,000 will expire on September 30, 2003, 2004,
2005, and 2006, respectively.
 
FINANCIAL STATEMENTS
 
STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN                   (EXCEPT PER-SHARE   
THOUSANDS                    AMOUNT)             
                             SEPTEMBER 30,       
                             1998                
 
ASSETS                                           
 
INVESTMENT IN                $ 360,274           
SECURITIES, AT                                   
VALUE                                            
(INCLUDING                                       
REPURCHASE                                       
AGREEMENTS OF                                    
$16,337) (COST                                   
$357,034) -                                      
SEE                                              
ACCOMPANYING                                     
SCHEDULE                                         
 
RECEIVABLE FOR                735                
INVESTMENTS                                      
SOLD                                             
 
RECEIVABLE FOR                294                
FUND SHARES                                      
SOLD                                             
 
INTEREST                      3,841              
RECEIVABLE                                       
 
 TOTAL ASSETS                 365,144            
 
LIABILITIES                                      
 
PAYABLE FOR          $ 736                       
INVESTMENTS                                      
PURCHASED                                        
REGULAR                                          
DELIVERY                                         
 
 DELAYED              5,615                      
DELIVERY                                         
 
PAYABLE FOR FUND      500                        
SHARES                                           
REDEEMED                                         
 
DISTRIBUTIONS         294                        
PAYABLE                                          
 
ACCRUED               112                        
MANAGEMENT                                       
FEE                                              
 
OTHER PAYABLES        4                          
AND ACCRUED                                      
EXPENSES                                         
 
 TOTAL LIABILITIES            7,261              
 
NET ASSETS                   $ 357,883           
 
NET ASSETS                                       
CONSIST OF:                                      
 
PAID IN CAPITAL              $ 437,742           
 
DISTRIBUTIONS IN              (1,312)            
EXCESS OF NET                                    
INVESTMENT                                       
INCOME                                           
 
ACCUMULATED                   (81,787)           
UNDISTRIBUTED                                    
NET REALIZED                                     
GAIN (LOSS) ON                                   
INVESTMENTS                                      
AND FOREIGN                                      
CURRENCY                                         
TRANSACTIONS                                     
 
NET UNREALIZED                3,240              
APPRECIATION                                     
(DEPRECIATION)                                   
ON INVESTMENTS                                   
 
NET ASSETS, FOR              $ 357,883           
39,220 SHARES                                    
OUTSTANDING                                      
 
NET ASSET VALUE,              $9.12              
OFFERING PRICE                                   
AND                                              
REDEMPTION                                       
PRICE PER SHARE                                  
($357,882.57                                     
1 (DIVIDED BY)                                   
39,220.016                                       
SHARES)                                          
 
STATEMENT OF OPERATIONS
AMOUNTS IN                                 
THOUSANDS                  YEAR ENDED      
                           SEPTEMBER 30,   
                           1998            
 
INVESTMENT                 $ 21,442        
INCOME                                     
INTEREST                                   
 
EXPENSES                                   
 
MANAGEMENT FEE    $ 2,055                  
 
NON-INTERESTED     1                       
TRUSTEES'                                  
COMPENSATION                               
 
 TOTAL EXPENSES    2,056                   
BEFORE                                     
REDUCTIONS                                 
 
 EXPENSE           (862)    1,194          
REDUCTIONS                                 
 
NET INVESTMENT              20,248         
INCOME                                     
 
REALIZED AND                (167)          
UNREALIZED GAIN                            
(LOSS)                                     
NET REALIZED                               
GAIN (LOSS) ON                             
INVESTMENT                                 
SECURITIES                                 
 
CHANGE IN NET               2,855          
UNREALIZED                                 
APPRECIATION                               
(DEPRECIATION)                             
ON INVESTMENT                              
SECURITIES                                 
 
NET GAIN (LOSS)             2,688          
 
NET INCREASE               $ 22,936        
(DECREASE) IN                              
NET ASSETS                                 
RESULTING                                  
FROM                                       
OPERATIONS                                 
 
STATEMENT OF CHANGES IN NET ASSETS
AMOUNTS IN                     YEAR ENDED     
THOUSANDS                      SEPTEMBER 30,  
                               1997           
 
INCREASE                                      
(DECREASE) IN                                 
NET ASSETS                                    
 
OPERATIONS         $ 20,248    $ 19,923       
NET INVESTMENT                                
INCOME                                        
 
 NET REALIZED       (167)       (2,472)       
GAIN (LOSS)                                   
 
 CHANGE IN NET      2,855       3,201         
UNREALIZED                                    
APPRECIATION                                  
(DEPRECIATION)                                
 
 NET INCREASE       22,936      20,652        
(DECREASE) IN                                 
NET ASSETS                                    
RESULTING                                     
FROM                                          
OPERATIONS                                    
 
DISTRIBUTIONS TO    (19,966)    (19,752)      
SHAREHOLDERS                                  
FROM NET                                      
INVESTMENT                                    
INCOME                                        
 
SHARE               203,528     115,689       
TRANSACTIONS                                  
NET PROCEEDS                                  
FROM SALES OF                                 
SHARES                                        
 
 REINVESTMENT       16,900      16,035        
OF DISTRIBUTIONS                              
 
 COST OF SHARES     (152,987)   (188,730)     
REDEEMED                                      
 
 NET INCREASE       67,441      (57,006)      
(DECREASE) IN                                 
NET ASSETS                                    
RESULTING                                     
FROM SHARE                                    
TRANSACTIONS                                  
 
  TOTAL             70,411      (56,106)      
INCREASE                                      
(DECREASE) IN                                 
NET ASSETS                                    
 
NET ASSETS                                    
 
 BEGINNING OF       287,472     343,578       
PERIOD                                        
 
 END OF PERIOD     $ 357,883   $ 287,472      
(INCLUDING                                    
DISTRIBUTIONS                                 
IN EXCESS                                     
OF NET                                        
INVESTMENT                                    
INCOME OF                                     
$1,312 AND                                    
$1,512,                                       
RESPECTIVELY)                                 
 
OTHER                                         
INFORMATION                                   
SHARES                                        
 
 SOLD               22,486      12,804        
 
 ISSUED IN          1,867       1,775         
REINVESTMENT OF                               
DISTRIBUTIONS                                 
 
 REDEEMED           (16,902)    (20,894)      
 
 NET INCREASE       7,451       (6,315)       
(DECREASE)                                    
 
FINANCIAL HIGHLIGHTS
                     YEARS ENDED                                       
                     SEPTEMBER                                         
                     30,                                               
 
                     1998          1997     1996     1995     1994     
 
SELECTED                                                               
PER-SHARE                                                              
DATA                                                                   
 
NET ASSET VALUE,     $ 9.050       $ 9.020  $ 9.130  $ 9.330  $ 9.990  
BEGINNING                                                              
OF PERIOD                                                              
 
INCOME FROM           .579 B        .588 B   .598     .584     .574    
INVESTMENT                                                             
OPERATIONS                                                             
NET INVESTMENT                                                         
INCOME                                                                 
 
 NET REALIZED         .063          .025     (.112)   (.199)   (.604)  
AND UNREALIZED                                                         
                                                                       
 GAIN (LOSS)                                                           
 
 TOTAL FROM           .642          .613     .486     .385     (.030)  
INVESTMENT                                                             
 OPERATIONS                                                            
 
LESS DISTRIBUTIONS                                                     
 
 FROM NET             (.572)        (.583)   (.596)   (.443)   (.477)  
INVESTMENT                                                             
INCOME                                                                 
 
 IN EXCESS OF NET     -             -        -        -        (.033)  
INVESTMENT                                                             
 INCOME                                                                
 
 IN EXCESS OF NET     -             -        -        -        (.010)  
REALIZED GAIN                                                          
 
 RETURN OF            -             -        -        (.142)   (.110)  
CAPITAL                                                                
 
 TOTAL                (.572)        (.583)   (.596)   (.585)   (.630)  
DISTRIBUTIONS                                                          
 
NET ASSET VALUE,     $ 9.12        $ 9.050  $ 9.020  $ 9.130  $ 9.330  
END OF PERIOD                                                          
 
TOTAL RETURN A        7.33%         7.00%    5.47%    4.35%    (.32)%  
 
RATIOS AND                                                             
SUPPLEMENTAL                                                           
DATA                                                                   
 
NET ASSETS, END      $ 358         $ 287    $ 344    $ 522    $ 798    
OF PERIOD                                                              
(IN MILLIONS)                                                          
 
RATIO OF EXPENSES     .38% C        .50% C   .65%     .65%     .54% C  
TO AVERAGE                                                             
NET ASSETS                                                             
 
RATIO OF EXPENSES     .38%          .50%     .64% D   .65%     .54%    
TO AVERAGE                                                             
NET ASSETS AFTER                                                       
                                                                       
EXPENSE                                                                
REDUCTIONS                                                             
 
RATIO OF NET          6.40%         6.50%    6.52%    6.45%    6.42%   
INVESTMENT                                                             
INCOME TO                                                              
AVERAGE NET                                                            
ASSETS                                                                 
 
PORTFOLIO TURNOVER    117%          105%     134%     159%     97%     
RATE                                                                   
 
A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN (SEE NOTE 5 OF NOTES TO
FINANCIAL STATEMENTS).
B NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
C FMR AGREED TO REIMBURSE A PORTION OF THE FUND'S EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE FUND'S EXPENSE RATIO WOULD
HAVE BEEN HIGHER (SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).
D FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES.
 
NOTES TO FINANCIAL STATEMENTS
For the period ended September 30, 1998
 
 
1. SIGNIFICANT ACCOUNTING POLICIES.
Spartan Short-Term Bond Fund (the fund) is a fund of Fidelity Charles
Street 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
financial statements have been prepared in conformity with generally
accepted accounting principles which require management to make
certain estimates and assumptions at the date of the financial
statements. The following summarizes the significant accounting
policies of the fund:
SECURITY VALUATION. Securities 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.
Securities (including restricted 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. Short-term
securities with remaining maturities of sixty days or less for which
quotations are not readily available are valued at amortized cost or
original cost plus accrued interest, both of which approximate current
value.
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
among 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, market
discount, capital loss carryforwards 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.
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 for U.S. Treasury or Federal Agency obligations.
REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
securities are transferred to an account of the fund, or to the Joint
Trading Account, at a bank custodian. The securities are
marked-to-market daily and maintained at a value at least equal to the
principal amount of the repurchase agreement (including accrued
interest). FMR, the fund's investment adviser, is responsible for
determining that the value of the underlying securities remains in
accordance with the market value requirements stated above. 
DELAYED DELIVERY TRANSACTIONS. The fund may purchase or sell
securities on a delayed delivery basis. Payment and delivery may take
place a month or more after the date of the transaction. The price of
the underlying securities and the date when the securities will be
delivered and paid for are fixed at the time the transaction is
negotiated. The market values of the securities purchased or sold on a
delayed delivery basis are identified as such in the fund's schedule
of investments. The fund may receive compensation for interest forgone
in the purchase of a delayed delivery security. With respect to
purchase commitments, the fund identifies securities as segregated in
its custodial records with a value at least equal to the amount of the
commitment. Losses may arise due to changes in the market value of the
underlying securities or if the counterparty does not perform under
the contract. 
RESTRICTED SECURITIES. The fund is permitted to invest in securities
that are subject to legal or contractual restrictions on resale. These
securities generally may be resold in transactions exempt from
registration or to the public if the securities are registered.
Disposal of these securities may involve time-consuming negotiations
and expense, and prompt sale at an acceptable price may be difficult.
At the end of the period, the fund had no investments in restricted
securities (excluding 144A issues).
3. PURCHASES AND SALES OF INVESTMENTS. 
Purchases and sales of securities, other than short-term securities,
aggregated $416,192,000 and $354,639,000, respectively, of which U.S.
government and government agency obligations aggregated $225,247,000
and $209,735,000, 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 $5,000 for the period.  Effective June 27, 1998 these
transaction fees were eliminated.
5. EXPENSE REDUCTIONS.
FMR voluntarily agreed to reimburse the fund's operating expenses
(excluding interest, taxes, brokerage commissions and extraordinary
expenses) above an annual rate of .38% of average net assets through
December 31, 1998. For the period, the reimbursement reduced the
expenses by $854,000. 
In addition, FMR has entered into arrangements on behalf of the fund
with the fund's custodian and transfer agent whereby credits realized
as a result of uninvested cash balances were used to reduce a portion
of the fund's expenses. During the period, the fund's expenses were
reduced by $8,000 under these arrangements.
 
REPORT OF INDEPENDENT ACCOUNTANTS
 
To the Trustees of Fidelity Charles Street Trust and the Shareholders
of Spartan Short-Term Bond Fund:
In our opinion, the accompanying statement of assets and liabilities,
including the schedule of investments, and the related statements of
operations and of changes in net assets and the financial highlights
present fairly, in all material respects, the financial position of
Spartan Short-Term Bond Fund (a fund of Fidelity  Charles Street
Trust) at September 30, 1998, the results of  its operations, the
changes in its net assets and the financial highlights for the periods
indicated, in conformity with generally accepted accounting
principles. These financial statements and financial highlights
(hereafter referred to as "financial statements") are the
responsibility of the Spartan Short-Term Bond Fund's  management; our
responsibility is to express an opinion on these financial statements
based on our audits. We conducted our audits of these financial
statements in accordance with generally accepted auditing standards
which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits, which included confirmation
of securities at September 30, 1998 by 
correspondence with the custodian and brokers, provide a reasonable
basis for the opinion expressed above.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
November 6, 1998
 
DISTRIBUTIONS
 
A total of 17.42% 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 1999 of the applicable
percentage for use in preparing 1998 income tax returns.
 
INVESTMENT ADVISER
Fidelity Management & Research
 Company
Boston, MA
INVESTMENT SUB-ADVISERS
Fidelity Management & Research
 (U.K.) Inc., London, England
Fidelity Management & Research 
 (Far East) Inc., Tokyo, Japan
OFFICERS
Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
Fred L. Henning, Jr., Vice President
Dwight D. Churchill, Vice President
Andrew J. Dudley, Vice President
Stanley N. Griffith, Assistant Vice President
Eric D. Roiter, Secretary
Richard A. Silver, Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
Thomas J. Simpson, Assistant Treasurer
BOARD OF TRUSTEES
Ralph F. Cox *
Phyllis Burke Davis *
Robert M. Gates *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
Marvin L. Mann *
William O. McCoy *
Gerald C. McDonough *
Robert C. Pozen
Thomas R. Williams *
ADVISORY BOARD
J. Gary Burkhead
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
* INDEPENDENT TRUSTEES
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Company, Inc.
Boston, MA
CUSTODIAN
The Bank of New York
New York, NY
FIDELITY'S TAXABLE BOND FUNDS
Capital & Income
Ginnie Mae
Government Income
High Income
Intermediate Bond
Intermediate Government Income
International Bond 
Investment Grade Bond
New Markets Income
Short-Intermediate Government
Short-Term Bond 
Spartan(registered trademark) Ginnie Mae
Spartan Government Income
Spartan Investment Grade Bond
Spartan Short-Intermediate Government
Spartan Short-Term Bond
Strategic Income
Target Timeline SM 1999, 2001 & 2003
 
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Exchanges/Redemptions  1-800-544-7777
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)
 
TouchTone Xpress(registered trademark)(AUTOMATED GRAPHIC) 
1-800-544-5555
(AUTOMATED GRAPHIC) AUTOMATED LINE FOR QUICKEST SERVICE
 
SST-ANN-1198   64442
1.537457.101
 
(FIDELITY LOGO GRAPHIC)(REGISTERED TRADEMARK)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission