FIDELITY ADVISOR SERIES III
N-30B-2, 1994-01-31
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FIDELITY ADVISOR INSTITUTIONAL EQUITY PORTFOLIO INCOME
ANNUAL REPORT
NOVEMBER 30, 1993
PERFORMANCE UPDATE
$100,000 OVER TEN YEARS
 
$395,468
$341,026
$100,000 OVER TEN YEARS:  LET'S SAY YOU INVESTED $100,000 IN FIDELITY
ADVISOR INSTITUTIONAL EQUITY PORTFOLIO INCOME (INSTITUTIONAL CLASS) ON
NOVEMBER 30, 1983. BY NOVEMBER 30, 1993, THE VALUE OF YOUR INVESTMENT WOULD
HAVE GROWN TO $341,026 - A 241.03% INCREASE ON YOUR INITIAL INVESTMENT. FOR
COMPARISON, LOOK AT HOW A $100,000 INVESTMENT IN THE S&P 500 (WITH
DIVIDENDS REINVESTED) DID OVER THE SAME PERIOD. IT WOULD HAVE GROWN TO
$395,468 - A 295.47% INCREASE.
CUMULATIVE TOTAL RETURNS                             
FOR THE PERIOD ENDED NOVEMBER 30, 1993               
 
                                    One      Five     Ten      
                                    Year     Years    Years    
 
INSTITUTIONAL EQUITY                                           
PORTFOLIO INCOME                    18.90%   76.89%   241.03   
                                                      %        
 
S&P 500(Registered trademark)   10.10%    98.31   295.47   
                                             %        %        
 
AVERAGE ANNUAL TOTAL RETURNS                         
FOR THE PERIOD ENDED NOVEMBER 30, 1993               
 
                                    One      Five     Ten      
                                    Year     Years    Years    
 
INSTITUTIONAL EQUITY                                           
PORTFOLIO INCOME                    18.90%   12.08%   13.05%   
 
S&P 500(Registered trademark)   10.10%   14.67%   14.74%   
 
TOTAL RETURNS INCLUDE CHANGES IN SHARE PRICE AND REINVESTMENT OF DIVIDENDS
AND CAPITAL GAINS. FIGURES FOR THE S&P 500, AN UNMANAGED INDEX OF
COMMON STOCK PRICES, INCLUDE REINVESTMENT OF DIVIDENDS. S&P 500 IS A
REGISTERED TRADEMARK OF STANDARD & POOR'S CORPORATION.
 AVERAGE ANNUAL TOTAL RETURNS FOR MORE THAN ONE YEAR ASSUME A STEADY
COMPOUNDED RATE OF RETURN AND ARE NOT THE FUND'S YEAR-BY-YEAR RESULTS,
WHICH FLUCTUATED OVER THE PERIODS SHOWN. 
FOR THE PERIOD ENDED NOVEMBER 30, 1993, FIDELITY ADVISOR EQUITY PORTFOLIO
INCOME (RETAIL CLASS) SHARES' CUMULATIVE TOTAL RETURNS WERE 18.03%, 75.31%,
AND 237.99% FOR ONE YEAR, FIVE YEARS, AND TEN YEARS, RESPECTIVELY. FOR THE
PERIOD ENDED NOVEMBER 30, 1993, RETAIL CLASS SHARES' AVERAGE ANNUAL TOTAL
RETURNS (WHICH INCLUDE THE EFFECT OF THE 4.75% SALES CHARGE) WERE 12.42%,
10.80%, AND 12.40% FOR ONE YEAR, FIVE YEARS, AND TEN YEARS, RESPECTIVELY.
ALL PERFORMANCE NUMBERS ARE HISTORICAL; THE FUND'S SHARE PRICE AND RETURN
WILL VARY AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES.
 
 
AN INTERVIEW WITH
BETTINA DOULTON,
PORTFOLIO MANAGER OF
FIDELITY ADVISOR INSTITUTIONAL EQUITY PORTFOLIO INCOME
 WE'VE PROVIDED THE FOLLOWING MARKET RECAP AS CONTEXT FOR THE MANAGER'S
INTERVIEW:
 LOW INFLATION, FALLING INTEREST RATES AND A GRADUALLY IMPROVING ECONOMY
BOOSTED U.S. STOCKS DURING THE 12 MONTHS ENDED NOVEMBER 30, 1993. THE
STANDARD & POOR'S 500 INDEX - A BROAD MEASURE OF U.S. STOCK PERFORMANCE
- - ROSE 10.10%, IN LINE WITH THE MARKET'S LONG-TERM AVERAGE ANNUAL RETURN.
CONTINUED POOR PERFORMANCE BY TOBACCO, DRUG AND BRAND-NAME CONSUMER
PRODUCTS STOCKS WAS OFFSET BY IMPRESSIVE RESULTS IN OTHER SECTORS,
INCLUDING TECHNOLOGY, ALTHOUGH SEMICONDUCTORS GAVE BACK PART OF THEIR GAINS
IN OCTOBER AND NOVEMBER. OTHER MARKET LEADERS WERE FINANCE, NOTABLY
SECURITIES BROKERS; AUTOS; ENTERTAINMENT; AND PRECIOUS METALS.
COMMUNICATIONS STOCKS SOARED AS TRADITIONAL TELEPHONE UTILITIES, CELLULAR
COMMUNICATIONS COMPANIES AND ENTERTAINMENT COMPANIES SCRAMBLED TO FORM
STRATEGIC ALLIANCES. MERGERS AND ACQUISITIONS ACTIVITY RESUMED AT A PACE
REMINISCENT OF THE 1980S. THE NASDAQ COMPOSITE INDEX, WHICH TRACKS OVER-THE
COUNTER STOCKS, ROSE 15.57% FOR THE YEAR, COMPARED TO 14.73% FOR THE DOW
JONES INDUSTRIAL AVERAGE, AN INDEX OF 30 BLUE-CHIP STOCKS. BOTH TRAILED THE
MORGAN STANLEY EAFE (EUROPE, AUSTRALIA, FAR EAST) INDEX, WHICH ROSE 24.27%.
TWO WIDELY WATCHED BENCHMARKS BROKE RECORDS DURING THE PERIOD: SLOW GROWTH
AND THE PROSPECT OF HIGHER TAXES HELPED PUSH THE YIELD ON THE 30-YEAR
TREASURY BELOW 6% IN EARLY SEPTEMBER; MEANWHILE, THE DOW CLOSED ABOVE 3700
FOR THE FIRST TIME IN MID-NOVEMBER, AND FINISHED THE MONTH AT 3684.
Q. BETTINA, HOW DID THE FUND PERFORM?
A. Quite well. The fund delivered a total return of 18.90% during the 12
months ended November 30, 1993. That beat the 13.66% average total return
for the equity income funds tracked by Lipper Analytical Services, and a
10.10% total return for the Standard and Poor's 500-stock index.
Q. WHAT HELPED THE FUND OUTPERFORM THE AVERAGE?
A. One of the biggest factors was the decision early in 1993 to avoid
buying stocks of health-care companies or firms that manufacture consumer
non-
durable goods such as tobacco and food. Those stocks were terrible
investments for much of the year, and by staying clear of them the fund
picked up a lot of ground. Beyond that, the fund had more than 50% of its
investments in sectors that benefited from the economy's growing strength.
Among them were banks and other financial services companies such as
Citicorp, Household International and Wells Fargo, which I sold at a profit
before the end of the period. Those firms worked through their credit
quality problems as the economy emerged from the last recession, and were
well-positioned to benefit from lower interest rates and rising fees from
their fast-growing, non-bank businesses such as trust services. 
Q. WHERE ELSE WERE YOU SUCCESSFUL?
A. I also invested in U.S. auto manufacturers Chrysler and Ford. Auto
stocks typically are among the first to rebound as the economy picks up
steam. Moreover, both Chrysler and Ford have cut costs, taken back market
share from overseas competi- tors and introduced strong new products. The
fund also profited from owning shares of industrial companies that are
sensitive to the economy such as General Electric. The firm has a strong
and growing presence in overseas markets, and its industrial business has
performed well due to continued cost cutting. And while many investors were
skeptical about G.E.'s financial services division, it also has performed
well, boosting the company's overall earnings.
Q. MANY OF THE NAMES YOU MENTION ARE NO LONGER AMONG THE FUND'S TOP
HOLDINGS. WHY THE CHANGE?
A. I sold or deemphasized some stocks which had posted sizable gains during
the first part of the year and replaced them with stocks trading at more
attractive valuations, as measured by yardsticks such as price-to-earnings
ratios. Specifically, I sold some of the large bank positions including
First Fidelity, NationsBank and First Interstate, all of which had
outperformed the broader market and no longer appeared as compelling.
Overall, I reduced the fund's stake in financial stocks from 21% a year ago
to about 13% at the end of November. Partly, that was because I believe the
benefits of lower interest rates and improving credit quality have largely
been realized. But also, given the sluggish demand for loans, relative
earnings growth appears to be slowing. 
Q. WHAT KINDS OF STOCKS DID YOU BUY TO REPLACE THE BANK STOCKS AND OTHER
MAJOR HOLDINGS YOU SOLD OFF? 
A. A variety. Lately, it's been more difficult to find broad investment
themes that I'm confident will be as successful as those that worked for us
in 1993. For example, it's no longer such an easy decision to avoid food
and tobacco or health-care stocks, which have declined by more than 20%.
And the most obvious bargains I spotted early in the year are no longer as
cheap. As a result, I've become more opportunistic, picking stocks on a
case-by-case basis. For example, I recently added tobacco stocks such as
Philip Morris and RJR Nabisco, which are trading at attractive prices. Both
firms were hurt by price wars in the domestic cigarette market. But those
wars have abated, and the firms are cutting costs, which should help their
profits going into 1994. 
Q. ARE YOU FINDING OPPORTUNITIES IN OVERSEAS SECURITIES? 
A. The fund's exposure to foreign securities was about 11% six months ago
and had risen to 15% by the end of November. Most of our foreign
investments are in Europe, because I think real interest rates must decline
further in countries like France, Germany, the Netherlands and the United
Kingdom to reignite those economies. For example, in France, I've invested
in ten-year French government bonds as well as financial services stocks,
such as Paribas, that will benefit from lower rates, and early cyclicals,
like Peugeot and Valeo. My foreign stocks also include British Petroleum,
which has lowered its costs, strengthened its financial position, and
should be able to increase its oil and gas production.
Q. WHAT OTHER KINDS OF STOCKS DO YOU LIKE IN THIS MARKET?
A. I like companies whose managers are doing things to turn around their
businesses. For example, Sears has spun off divisions and begun to improve
the performance of its retail stores. Tenneco has made enormous progress
towards improving the profitability of its weakest division, J.I. Case.
Right now, I'm also interested in businesses such as Eastman Kodak and
American Cyanamid, where new management is working to boost profitability.
These often are depressed stocks that pay relatively high yields, which is
also a plus. 
Q. HAVE YOU INCREASED THE FUND'S EXPOSURE TO SMALL OR MEDIUM-SIZED
COMPANIES SINCE YOU TOOK THE REINS LAST AUGUST? 
A. Not really. But I have reduced the number of stocks in the fund from
around 290 to about 230, and I'd like to get rid of another 30 names. I've
tried to concentrate more of the fund in the top 50 or so holdings. That
way, my best ideas really drive the fund's performance.
Q. WHAT'S AHEAD FOR THE FUND?
A. I don't know how the stock market will perform. But it wouldn't take
much to upset the current bullish consensus, which says that we are in an
ideal investment world, with economic growth accompanied by low interest
rates and inflation. Meanwhile, I'll stay very focused on the importance of
value. If a stock is cheap, then it's not likely to fall as far as more
expensive issues if the market does run into trouble. 
 
<TABLE>
<CAPTION>
<S>                                              <C>                        <C>                       
TOP TEN STOCK HOLDINGS AS OF NOVEMBER 30, 1993                                                        
 
                                                 % OF FUND'S INVESTMENTS    % OF FUND'S INVESTMENTS   
                                                                            IN THESE STOCKS           
                                                                            6 MONTHS AGO              
 
General Electric Co.                             3.1                        2.1                       
 
Citicorp $5.375                                  2.4                        2.7                       
 
Philip Morris Companies, Inc.                    1.9                        0.0                       
 
British Petroleum PLC ADR                        1.4                        0.7                       
 
Chrysler Corp., Series A, $4.625                 1.3                        1.0                       
 
Penney (J.C.) Co., Inc.                          1.3                        0.8                       
 
Entergy Corp.                                    1.0                        1.2                       
 
CSX Corp.                                        1.0                        0.7                       
 
Sears, Roebuck & Co.                         1.0                        0.8                       
 
Tenneco, Inc.                                    1.0                        0.9                       
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                          <C>                        <C>                       
TOP TEN INDUSTRIES AS OF NOVEMBER 30, 1993                                                        
 
                                             % OF FUND'S INVESTMENTS    % OF FUND'S INVESTMENTS   
                                                                        IN THESE INDUSTRIES       
                                                                        6 MONTHS AGO              
 
Finance                                      13.0                       19.0                      
 
Utilities                                    11.8                       11.4                      
 
Basic Industries                             9.3                        7.3                       
 
Industrial Machinery & Equipment         8.1                        6.9                       
 
Energy                                       8.0                        9.2                       
 
Conglomerates                                5.6                        5.5                       
 
Retail & Wholesale                       5.6                        4.7                       
 
Health                                       5.0                        2.8                       
 
Durables                                     4.5                        7.0                       
 
Media & Leisure                          3.8                        1.4                       
 
</TABLE>
 
FIDELITY ADVISOR EQUITY PORTFOLIO INCOME
INVESTMENTS/NOVEMBER 30, 1993
(Showing Percentage of Total Value of Investment in Securities)
 
 
  VALUE  VALUE
 SHARES (NOTE 1) SHARES (NOTE 1)
COMMON STOCKS - 76.0%
AEROSPACE & DEFENSE - 1.1%
DEFENSE ELECTRONICS - 1.1%
Loral Corp.   67,000 $ 2,211,000  54385910
Raytheon Co.   7,200  441,000  75511110
  2,652,000
BASIC INDUSTRIES - 8.1%
CHEMICALS & PLASTICS - 4.2%
Akzo NV Ord.   13,800  1,276,044  01019910
Betz Laboratories, Inc.   1,400  58,709  08777910
GEON    39,300  903,900  37246W10
Hercules, Inc.   19,000  2,033,000  42705610
Imperial Chemical Industries PLC:
 ADR.   3,600  162,450  45270450
    Ord.    70,500  784,675  45270440
Lyondell Petrochemical Co.   22,200  446,775  55207810
OM Group, Inc. (b)   32,200  603,750  67087210
PPG Industries, Inc.   3,500  247,625  69350610
Potash Corp. of Saskatchewan  20,300  423,629  73755L10
Union Carbide Corp.   85,900  1,782,425  90558110
Vigoro Corp.   32,050  901,406  92675410
  9,624,388
IRON & STEEL - 1.5%
British Steel PLC: 
ADR    11,800  213,875  11101530
 Ord.    56,100  24,656  11101510
Lukens, Inc.   21,700  808,325  54986610
Mannesmann AG:
ADR    637  135,382  56311595
 Ord.    5,100  1,102,638  56377510
Thyssen AG Ord.   2,500  346,200  88629110
USX-U.S. Steel Group  25,500  918,000  90337T10
  3,549,076
METALS & MINING - 1.0%
Alcan Aluminium Ltd.   32,300  671,028  01371610
Aluminum Co. of America  7,048  488,074  02224910
Reynolds Metals Co.   27,000  1,211,625  76176310
  2,370,727
PAPER & FOREST PRODUCTS - 1.4%
Georgia-Pacific Corp.   25,700  1,888,950  37329810
International Paper Co.   21,600  1,441,800  46014610
  3,330,750
TOTAL BASIC INDUSTRIES   18,874,941
CONGLOMERATES - 5.4%
Allied-Signal, Inc.   22,600  1,607,425  01951210
Canadian Pacific Ltd. Ord.   84,300  1,380,545  13644030
Dial Corp. (The)  40,700 $ 1,561,863  25247010
Hanson Trust PLC:
sponsored ADR  66,400  1,394,400  41135230
 Ord.    91,033  383,843  41135210
ITT Corp.   18,500  1,646,500  45067910
Textron, Inc.   33,400  1,841,175  88320310
Tomkins PLC Ord.   163,400  565,753  89003010
United Technologies Corp.   33,800  2,091,375  91301710
  12,472,879
CONSTRUCTION & REAL ESTATE - 2.5%
BUILDING MATERIALS - 1.1%
Armstrong World Industries, Inc.   39,200  1,798,300  04247610
Lafarge Corp.   34,000  680,000  50586210
  2,478,300
REAL ESTATE INVESTMENT TRUSTS - 1.4%
American Health Properties, Inc.   10,100  258,813  02649410
Carr Realty Corp.   11,100  259,463  14441K10
Dial Real Estate Investment Trust, Inc.   65,000  666,250  25247810
Federal Realty Investment Trust  17,900  472,113  31374720
Health Care Property Investors, Inc.   10,400  288,600  42191510
Manufactured Home Community  4,700  187,413  56468210
Nationwide Health Properties, Inc.  13,200  498,300  63862010
Property Trust of America (SBI)  127  2,381  74344510
Taubman Centers, Inc.   8,500  107,313  87666410
Vornado Realty Trust  11,400  424,650  92904210
Weingarten Realty Investors (SBI)  2,700  102,938  94874110
  3,268,234
TOTAL CONSTRUCTION & REAL ESTATE   5,746,534
DURABLES - 2.3%
AUTOS, TIRES, & ACCESSORIES - 1.7%
Echlin, Inc.   8,000  265,000  27874910
Peugeot SA Ord. (b)  3,600  427,103  71682510
TRW, Inc.   19,700  1,295,275  87264910
Valeo SA   5,700  1,106,236  91899010
Volkswagen AG (b)  3,300  767,155  92866210
  3,860,769
TEXTILES & APPAREL - 0.6%
Fruit of the Loom, Inc. Class A (b)  22,800  752,400  35941610
Unifi, Inc.   30,400  756,200  90467710
  1,508,600
TOTAL DURABLES   5,369,369
ENERGY - 7.4%
COAL - 0.2%
Pittston Co. Minerals Group  17,300  384,925  72570120
ENERGY SERVICES - 1.4%
Baker Hughes, Inc.   37,300  741,338  05722410
Halliburton Co.   27,500  849,063  40621610
  VALUE  VALUE
 SHARES (NOTE 1) SHARES (NOTE 1)
COMMON STOCKS - CONTINUED
ENERGY - CONTINUED
ENERGY SERVICES - CONTINUED
McDermott International, Inc.   23,500 $ 634,500  58003710
Schlumberger Ltd.   15,000  862,509  80685710
Tidewater, Inc.   12,200  244,000  88642310
  3,331,410
OIL & GAS - 5.8%
Amerada Hess Corp.   27,400  1,277,525  02355110
Apache Corp.   3,649  79,822  03741110
British Petroleum PLC:
 ADR    54,800  3,246,900  11088940
 Ord.    154,872  764,064  11088910
Chevron Corp.   20,700  1,798,313  16675110
Kerr-McGee Corp.   19,100  892,925  49238610
Louisiana Land & Exploration Co.   5,700  225,863  54626810
Murphy Oil Corp.   19,900  798,488  62671710
Noble Affiliates, Inc.   6,895  170,651  65489410
Repsol SA:
sponsored ADR  36,200  1,036,225  76026T20
 Ord.    24,400  686,982  76026T10
Royal Dutch Petroleum Co.   8,900  898,900  78025770
Total Compagnie Francaise des Petroles 
Class B (b)  13,600  692,451  20434510
YPF Sociedad Anonima sponsored ADR 
representing Class D shares  33,100  819,225  98424510
  13,388,334
TOTAL ENERGY   17,104,669
FINANCE - 9.8%
BANKS - 4.0%
Bank of New York Co., Inc.   32,425  1,799,588  06405710
BanPonce Corp.   21,300  633,675  06670410
Chase Manhattan Corp.   13,630  456,605  16161010
First Chicago Corp.   24,700  1,021,963  31945510
First Union Corp.   27,619  1,122,022  33735810
Mellon Bank Corp.   20,339  1,139,249  58550910
Midlantic Corp. (b)   13,000  308,750  59780E10
Morgan (J.P.) & Co., Inc.   35  2,481  61688010
NationsBank Corp.   524  24,694  63858510
Paribas SA (Cie Financiere) Class A (b)  13,500  1,048,013  73999192
Signet Banking Corp.   21,700  699,825  82668110
Westpac Banking Corp.   378,000  1,058,925  96121410
  9,315,790
CREDIT & OTHER FINANCE - 3.9%
American Express Co.   55,600 $ 1,744,450  02581610
Argentaria Corp. Bancaria de Esp (b)  35,300  1,508,375  21991392
Beneficial Corp.   17,800  1,312,750  08172110
Dean Witter Discover & Co.   17,982  683,316  24240V10
GFC Financial Corp.   48,650  1,313,550  36160910
Household International, Inc.   53,017  1,749,561  44181510
Primerica Corp.   20,233  809,333  74158910
  9,121,335
INSURANCE - 1.3%
Allstate Corp. (b)  6,400  188,800  02000210
American Bankers Insurance Group, Inc.   18,664  447,936  02445610
Capital Holding Corp.   13,800  527,850  14018610
NWNL Companies, Inc.   13,800  410,550  62945T10
St. Paul Companies, Inc. (The)  16,400  1,455,500  79286010
  3,030,636
SAVINGS & LOANS - 0.4%
Ahmanson (H.F.) & Co.   43,800  826,725  00867710
SECURITIES INDUSTRY - 0.2%
PaineWebber Group, Inc.   12,800  340,800  69562910
TOTAL FINANCE   22,635,286
HEALTH - 5.0%
DRUGS & PHARMACEUTICALS - 3.1%
Allergan, Inc.   50,400  1,121,400  01849010
American Cyanamid Co.   29,900  1,569,750  02532110
IMCERA Group, Inc.   54,800  1,890,600  45245410
Schering-Plough Corp.   18,200  1,217,125  80660510
Warner-Lambert Co.   20,800  1,380,600  93448810
  7,179,475
MEDICAL EQUIPMENT & SUPPLIES - 1.2%
Bergen Brunswig Corp. Class A  24,600  442,800  08373910
Johnson & Johnson  36,800  1,605,400  47816010
McKesson Corp.   13,100  738,513  58155610
  2,786,713
MEDICAL FACILITIES MANAGEMENT - 0.7%
HCA - Hospital Corporation of America 
Class A (b)  57,700  1,702,150  40412010
TOTAL HEALTH   11,668,338
INDUSTRIAL MACHINERY & EQUIPMENT - 7.7%
ELECTRICAL EQUIPMENT - 4.8%
Alcatel Alsthom CGE  7,900  1,035,913  01390492
Antec Corp. (b)   2,000  55,000  03664P10
General Electric Co.   72,800  7,152,600  36960410
General Signal Corp.   28,000  980,000  37083810
Philips Electronics  44,100  857,290  71833799
Philips NV (NY shs.) (b)  58,300  1,136,850  71833750
  11,217,653
  VALUE  VALUE
 SHARES (NOTE 1) SHARES (NOTE 1)
COMMON STOCKS - CONTINUED
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
INDUSTRIAL MACHINERY & EQUIPMENT - 2.9%
Caterpillar, Inc.   20,600 $ 1,756,150  14912310
Deere & Co.   24,900  1,764,788  24419910
Parker-Hannifin Corp.   27,600  993,600  70109410
Tenneco, Inc.   46,200  2,223,375  88037010
  6,737,913
TOTAL INDUSTRIAL MACHINERY & 
EQUIPMENT   17,955,566
MEDIA & LEISURE - 3.6%
ENTERTAINMENT - 0.4%
Cedar Fair LP  25,300  863,363  15018510
LEISURE DURABLES & TOYS - 1.0%
Brunswick Corp.   97,600  1,659,200  11704310
Outboard Marine Corp.   31,800  612,150  69002010
  2,271,350
PUBLISHING - 2.2%
Gannett Co., Inc.   29,200  1,624,250  36473010
MaClean Hunter Ltd.   76,600  680,985  55474980
McGraw-Hill, Inc.   19,000  1,325,250  58064510
Times Mirror Co., Series A  42,700  1,334,375  88736010
Tribune Co.   1,500  83,625  89604710
  5,048,485
TOTAL MEDIA & LEISURE   8,183,198
NONDURABLES - 3.2%
BEVERAGES - 0.2%
Seagram Co. Ltd.   17,700  490,286  81185010
HOUSEHOLD PRODUCTS - 1.1%
Avon Products, Inc.   10,300  513,713  05430310
Gillette Company  22,500  1,406,250  37576610
Premark International, Inc.   7,400  579,050  74045910
  2,499,013
TOBACCO - 1.9%
Philip Morris Companies, Inc.   80,500  4,497,938  71815410
TOTAL NONDURABLES   7,487,237
RETAIL & WHOLESALE - 4.7%
APPAREL STORES - 0.9%
Charming Shoppes, Inc.   39,200  529,200  16113310
Limited, Inc. (The)  69,100  1,572,025  53271610
  2,101,225
GENERAL MERCHANDISE STORES - 3.2%
Bradlees, Inc.   11,800  179,950  10449910
Carter Hawley Hale Stores, Inc. (b)   67,800  813,600  14622730
Dayton Hudson Corp.   11,300  806,538  23975310
May Department Stores Co. (The)  9,600  406,800  57777810
Penney (J.C.) Co., Inc.   55,500 $ 2,962,313  70816010
Sears, Roebuck & Co.   41,000  2,229,375  81238710
  7,398,576
GROCERY STORES - 0.2%
Promodes SA Ord. (b)   2,200  394,667  74699692
RETAIL & WHOLESALE, MISCELLANEOUS - 0.4%
Pinault Printemps SA  3,500  487,301  72199393
Sotheby's Holdings, Inc. Class A  25,700  379,075  83589810
  866,376
TOTAL RETAIL & WHOLESALE   10,760,844
SERVICES - 1.1%
LEASING & RENTAL - 0.6%
GATX Corp.   22,100  828,750  36144810
Ryder Systems, Inc.   20,200  590,850  78354910
  1,419,600
PRINTING - 0.4%
Alco Standard Corp.   19,700  962,838  01378810
SERVICES - 0.1%
ADT Ltd. (b)   24,300  215,663  00091530
TOTAL SERVICES   2,598,101
TECHNOLOGY - 1.7%
COMPUTER SERVICES & SOFTWARE - 0.1%
Sterling Software, Inc. (b)   9,509  265,063  85954710
COMPUTERS & OFFICE EQUIPMENT - 0.7%
Xerox Corp.   20,600  1,699,500  98412110
PHOTOGRAPHIC EQUIPMENT - 0.9%
Eastman Kodak Co.   33,500  2,039,313  27746110
TOTAL TECHNOLOGY   4,003,876
TRANSPORTATION - 1.1%
RAILROADS - 1.0%
CSX Corp.   28,400  2,357,200  12640810
TRUCKING & FREIGHT - 0.1%
Airborne Freight Corp.   10,000  330,000  00926610
TOTAL TRANSPORTATION   2,687,200
UTILITIES - 11.3%
ELECTRIC UTILITY - 4.9%
American Electric Power Co., Inc.   14,200  512,975  02553710
Baltimore Gas & Electric Co.   9,800  247,450  05916510
Central & South West Corp.   14,600  434,350  15235710
DPL, Inc.   37,050  717,844  23329310
Entergy Corp.   65,100  2,400,563  29364F10
FPL Group, Inc.   9,500  352,688  30257110
Houston Industries, Inc.   30,700  1,393,013  44216110
Illinois Power Co.   69,900  1,537,800  45209210
PSI Resources, Inc.   8,700  224,025  69363210
Niagara Mohawk Power Corp.   17,600  360,800  65352210
PacifiCorp.   21,300  404,700  69511410
  VALUE  VALUE
 SHARES (NOTE 1) SHARES (NOTE 1)
COMMON STOCKS - CONTINUED
UTILITIES - CONTINUED
ELECTRIC UTILITY - CONTINUED
Philadelphia Electric Co.   36,400 $ 1,019,200  71753710
Portland General Corp.   10,000  195,000  73650610
Texas Utilities Co.   6,450  275,738  88284810
Veba Vereinigte Elektrizetaets & 
Bergwerks AG Ord.   5,300  1,408,863  92239110
  11,485,009
GAS - 1.9%
Coastal Corp. (The)  41,900  1,126,063  19044110
Consolidated Natural Gas Co.   12,800  590,400  20961510
El Paso Natural Gas Co.   3,700  134,125  28369587
Enron Corp.   14,000  435,750  29356110
MCN Corp.   8,900  309,275  55267J10
Pacific Enterprises  12,900  330,563  69423210
Panhandle Eastern Corp.   52,400  1,113,500  69846210
Santa Fe Pacific Pipeline Partners, LP  1,000  38,375  80217710
Williams Companies, Inc.   13,000  352,625  96945710
  4,430,676
TELEPHONE SERVICES - 4.5%
Ameritech Corp.   19,300  1,476,450  03095410
Bell Atlantic Corp.   21,200  1,272,000  07785310
BellSouth Corp.   24,300  1,388,138  07986010
Comsat Corp., Series 1  48,600  1,536,975  20564D10
Pacific Telesis Group  24,900  1,413,075  69489010
Southwestern Bell Corp.   38,700  1,644,750  84533310
U.S. West, Inc.   35,300  1,650,275  91288910
  10,381,663
TOTAL UTILITIES   26,297,348
TOTAL COMMON STOCKS
(Cost $156,802,710)   176,497,386
CONVERTIBLE PREFERRED STOCKS - 9.8%
BASIC INDUSTRIES - 0.3%
METALS & MINING - 0.3%
Alumax, Inc., Series A, $4.00  3,633  337,869  02219720
Cyprus Amax Minerals Co., Series A, $4.00 (e)  7,266  426,878  23280920
  764,747
CONSTRUCTION & REAL ESTATE - 0.1%
REAL ESTATE - 0.1%
Rouse Co. Series A  5,600  310,800  77927320
DURABLES - 2.1%
AUTOS, TIRES, & ACCESSORIES - 2.1%
Chrysler Corp., Series A, $4.625 (e)  20,800 $ 3,088,800  17119670
Ford Motor Co. (Del.), Series A, $4.20  17,200  1,763,000  34537020
  4,851,800
ENERGY - 0.4%
ENERGY SERVICES - 0.3%
Chiles Offshore Corp. $1.50 (b)  23,100  571,725  16888720
Reading & Bates Corp. $1.625  3,500  91,875  75528188
  663,600
OIL & GAS - 0.1%
Unocal Corp. $3.50 (e)  4,500  261,000  91528920
TOTAL ENERGY   924,600
FINANCE - 2.5%
BANKS - 2.5%
Citicorp $5.375 (e)   51,900  5,527,350  17303451
Citicorp depository shares representing 1/12 
Series 15, $1.217  10,100  196,950  17303443
  5,724,300
MEDIA & LEISURE - 0.0%
PUBLISHING - 0.0%
Taylor, J.N. Holdings Ltd. 9 1/2% (b)  50,000  308  87799010
NONDURABLES - 0.4%
TOBACCO - 0.4%
RJR Nabisco Holdings Corp., Series A, 
depository shares representing 
1/4 share pfd.   146,500  1,007,188  74960K40
RETAIL & WHOLESALE - 0.7%
APPAREL STORES - 0.7%
TJX Companies, Inc., Series C, $3.125  25,000  1,700,000  87254020
SERVICES - 0.5%
LEASING & RENTAL - 0.2%
Gatx Corp. exchangeable $3.875  9,000  483,750  36144840
PRINTING - 0.3%
Alco Standard Corp., Series AA, $2.30   9,400  608,650  01378850
TOTAL SERVICES   1,092,400
TRANSPORTATION - 2.5%
AIR TRANSPORTATION - 1.7%
AMR Corp. $3.00  (b)(e)  32,700  1,692,225  00176588
UAL, Inc. cumulative 6 1/4% (e)   18,900  2,218,388  90254930
  3,910,613
RAILROADS - 0.8%
Burlington Northern Railroad Co. 6.2%  27,900  1,900,688  12189760
TOTAL TRANSPORTATION   5,811,301
   MOODY'S  
  VALUE RATING PRINCIPAL VALUE
 SHARES (NOTE 1) (UNAUDITED)(D) AMOUNT (A) (NOTE 1)
CONVERTIBLE PREFERRED STOCKS - CONTINUED
UTILITIES - 0.3%
GAS - 0.3%
Tejas Gas Corp. Delaware $2.625  13,000 $ 646,771  87907550
TOTAL CONVERTIBLE PREFERRED STOCKS
(Cost $20,601,434)   22,834,215
 MOODY'S 
 RATINGS PRINCIPAL 
 (UNAUDITED) (D) AMOUNT (A) 
CORPORATE BONDS - 3.6%
CONVERTIBLE BONDS - 1.4%
CONSTRUCTION & REAL ESTATE - 0.2%
CONSTRUCTION - 0.2%
Continental Homes Holding Corp. 
6 7/8%, 3/15/02  B3 $ 500,000  538,750  21148CAB
REAL ESTATE INVESTMENT TRUSTS - 0.0%
Southwestern Property Trust, Inc. 
8%, 1/15/03  -  40,000  50,200  845734AA
TOTAL CONSTRUCTION & REAL ESTATE   588,950
DURABLES - 0.1%
TEXTILES & APPAREL - 0.1%
Interface, Inc. 8%, 9/15/13  Ba3  263,000  273,520  458665AA
ENERGY - 0.2%
ENERGY SERVICES - 0.2%
Lone Star Technologies, Inc. euro 
8%, 8/27/02   -  425,000  378,250  5423129A
FINANCE - 0.4%
BANKS - 0.4%
Bank of Boston Corp. 7 3/4%, 
6/15/11  Baa2  130,000  142,025  060716AF
Bank of New York Co., Inc. 
7 1/2%, 8/15/01  Baa1  220,000  341,550  064057AK
C.S. Holdings euro 4 7/8%, 
11/9/02   A2  355,000  527,175  175997AC
  1,010,750
INDUSTRIAL MACHINERY & EQUIPMENT - 0.1%
ELECTRICAL EQUIPMENT - 0.1%
Liebert Corp. 8%, 11/15/10   Aa2  100,000  212,000  531735AA
RETAIL & WHOLESALE - 0.2%
APPAREL STORES - 0.2%
Petrie Stores Corp. sinking fund
8%, 12/15/10  Ba2 $ 300,000 $ 396,000  716434AC
TECHNOLOGY - 0.1%
COMPUTER SERVICES & SOFTWARE - 0.1%
Sterling Software, Inc. 5 3/4%, 
2/1/03  B1  160,000  190,400  859547AD
TRANSPORTATION - 0.1%
TRUCKING & FREIGHT - 0.1%
Greyhound Lines, Inc. 8 1/2%, 
3/31/07   B3  210,000  285,600  398048AD
TOTAL CONVERTIBLE BONDS   3,335,470
NONCONVERTIBLE BONDS - 2.2%
AEROSPACE & DEFENSE - 0.1%
DEFENSE ELECTRONICS - 0.1%
Tracor, Inc. 10 7/8%, 8/15/01  B2  230,000  238,050  892349AC
BASIC INDUSTRIES - 0.9%
CHEMICALS & PLASTICS - 0.8%
IMC Fertilizer Group, Inc. 9 1/4%, 
10/1/00  B3  1,960,000  1,962,450  449669AH
PACKAGING & CONTAINERS - 0.1%
Owens Illinois, Inc. 
10 1/4%, 4/1/99  B2  160,000  168,000  690768AG
TOTAL BASIC INDUSTRIES   2,130,450
CONGLOMERATES - 0.2%
Coltec Industries, Inc. 10 1/4%, 
4/1/02  Ba2  440,000  466,400  196879AB
FINANCE - 0.3%
BANKS - 0.1%
Signet Banking Corp. (f):
 5 1/4%, 5/15/97  Baa2  180,000  180,450  065446AP
 5 1/4%, 4/15/98  Baa2  100,000  100,250  065446AN
  280,700
CREDIT & OTHER FINANCE - 0.2%
Chrysler Financial Corp.
9 1/2%, 12/15/99  Baa2  370,000  427,165  171205CY
TOTAL FINANCE   707,865
INDUSTRIAL MACHINERY & EQUIPMENT - 0.3%
Joy Technologies, Inc. 
10 1/4%, 9/1/03  B1  580,000  600,300  481206AD
 MOODY'S  
 RATING PRINCIPAL VALUE
 (UNAUDITED) (D) AMOUNT (A) (NOTE 1)
CORPORATE BONDS - CONTINUED
nonCONVERTIBLE BONDS - CONTINUED
MEDIA & LEISURE - 0.2%
LODGING & GAMING - 0.2%
Bally's Grand, Inc. 1st mtg. 
12%, 8/20/01  (b)  D $ 42,000 $ 43,420  05873JAC
Host Marriott Corp.:
9 1/8%, 12/1/00  B1  160,000  159,800  441080AD
 9 7/8%, 5/1/01  B1  60,000  60,300  441080AE
 10 1/2%, 5/1/06  B1  120,000  122,100  441080AH
  385,620
UTILITIES - 0.2%
GAS - 0.2%
Columbia Gas Systems Inc., 
9.91%, 5/28/20 (c)  -  50,000  57,477  19765ABN
Ferrellgas, Inc. 12%, 8/1/96  -  180,000  197,100  315290AD
SFP Pipeline Holdings, Inc.  
exch. 0%, 8/15/10 (f)  Baa3  120,000  154,800  784163AA
  409,377
TOTAL NONCONVERTIBLE BONDS   4,938,062
TOTAL CORPORATE BONDS 
(Cost $7,968,951)  8,273,532
FOREIGN GOVERNMENT OBLIGATIONS - 1.9%
French Government OAT: 
8 1/2%, 4/25/03  Aaa FRF 12,350,000  2,446,865  351996AQ
 8 1/2%, 4/25/23  Aaa FRF 5,490,000  1,141,823  351996AC
Mexican Government Cetes 0%, 
1/6/94 to 2/3/94  - MXN 2,306,000  729,879  597998TC
TOTAL FOREIGN GOVERNMENT OBLIGATIONS
(Cost $4,150,023)   4,318,567
  MATURITY 
  AMOUNT 
REPURCHASE AGREEMENTS - 8.7%
Investments in repurchase agreements 
(U.S. Treasury obligations), in a joint 
trading account at 3.24% dated 
11/30/93 due 12/1/93  $ 20,193,817  20,192,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $209,715,118)  $ 232,115,700
LEGEND:
(a) Principal amount is stated in United States dollars unless otherwise
noted.
FRF - French franc
MXN - Mexican peso
(b) Non-income producing
(c) Non-income producing - issuer filed for protection under the Federal
Bankruptcy Code or is in default of interest payment.
(d) Standard & Poor's Corporation credit ratings are used in the
absence of a rating by Moody's Investors Service, Inc.
(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 $13,214,641 or 5.7% of net
assets.
(f) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end.
OTHER INFORMATION:
The composition of long-term debt holdings as a percentage of total value
of investment in securities, is as follows (ratings are unaudited):
 MOODY'S S&P
 RATINGS RATINGS
Aaa, Aa, A 1.9%  AAA, AA, A 1.8%
Baa  0.6%  BBB 0.4%
Ba  0.5%  BB 0.3%
B  1.9%  B 1.8%
Caa  0.0%  CCC 0.2%
Ca, C  0.0%  CC, C 0.0%
    D 0.0%
The percentage not rated by either S&P or Moody's amounted to 0.3%.
Distribution of investments by country, as a percentage of total value of
investment in securities, is as follows:
United States   84.5%
France   3.9
United Kingdom   3.4
Netherlands    2.2
Germany   1.6
Canada   1.6
Spain   1.4
Others (individually less than 1%)   1.4
TOTAL   100.0%
INCOME TAX INFORMATION: 
At November 30, 1993, the aggregate cost of investment securities for
income tax purposes was $210,224,882. Net unrealized appreciation
aggregated $21,890,818, of which $25,770,772 related to appreciated
investment securities and $3,879,954 related to depreciated investment
securities. 
At November 30, 1993, the fund had a capital loss carryforward of
approximately $17,548,000 of which  $15,472,000 and $2,076,000 will expire
on November 30, 1998 and 1999, respectively.
FINANCIAL STATEMENTS
 
 
Statement of Assets and Liabilities
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                                  <C>           <C>             
November 30, 1993                                                                                                                
 
ASSETS                                                                                                                            
 
Investment in securities, at value (including repurchase agreements of $20,192,000) 
(cost $209,715,118) (Notes 1 and                                                                  $ 232,115,700   
2) - See accompanying schedule                                                                                                    
 
Cash                                                                                                               781            
 
Receivable for investments sold                                                                                   4,233,034      
 
Receivable for fund shares sold                                                                                    1,102,297      
 
Dividends receivable                                                                                               682,981        
 
Interest receivable                                                                                                261,919        
 
Other receivables                                                                                                 305,586        
 
 Total assets                                                                                                      238,702,298    
 
LIABILITIES                                                                                                                     
 
Payable for investments purchased                                                                  $ 4,707,963                   
 
Payable for fund shares redeemed                                                                     333,191                      
 
Accrued management fee                                                                             96,959                       
 
Other payables and accrued expenses                                                                  99,876                       
 
 Total liabilities                                                                                                 5,237,989      
 
NET ASSETS                                                                                                          $ 233,464,309   
 
Net Assets consist of:                                                                                                            
 
Paid in capital                                                                                                   $ 211,899,151   
 
Undistributed net investment income                                                                               2,076,538      
 
Accumulated undistributed net realized gain (loss) on investments                                                  (2,911,962)    
 
Net unrealized appreciation (depreciation) on investment securities                                                22,400,582     
 
NET ASSETS                                                                                                        $ 233,464,309   
 
CALCULATION OF MAXIMUM OFFERING PRICE                                                                              $14.93         
INSTITUTIONAL CLASS                                                                                                              
NET ASSET VALUE, offering price and redemption price per share ($191,138,015 (divided by) 12,802,650 shares)                      
 
RETAIL CLASS                                                                                                        $14.86         
NET ASSET VALUE and redemption price per share ($42,326,294 (divided by) 2,847,904 shares)                                        
 
Maximum offering price per share (100/95.25 of $14.86)                                                              $15.60         
 
</TABLE>
 
Statement of Operations
 
<TABLE>
<CAPTION>
<S>                                                                              <C>           <C>            
Year Ended November 30, 1993                                                                                  
 
INVESTMENT INCOME                                                                              $ 5,825,191    
Dividends                                                                                                     
 
Interest                                                                                        1,258,623     
 
 Total income                                                                                   7,083,814     
 
EXPENSES                                                                                                      
 
Management fee (Note 4)                                                          $ 933,830                    
 
Transfer agent fees (Note 4)                                                      239,364                     
Institutional Class                                                                                           
 
 Retail Class                                                                     53,164                      
 
Distribution fees - Retail Class (Note 4)                                         123,058                     
 
Accounting fees and expenses (Note 4)                                             113,026                     
 
Custodian fees and expenses                                                       75,957                      
 
Registration fees                                                                 45,433                      
Institutional Class                                                                                           
 
 Retail Class                                                                     42,453                      
 
Audit                                                                             40,612                      
 
Legal                                                                             14,335                      
 
Miscellaneous                                                                     4,876                       
 
 Total expenses before reductions                                                 1,686,108                   
 
 Expense reductions (Note 5)                                                      (17,474)      1,668,634     
 
 Net investment income                                                                          5,415,180     
 
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTES 1, 2 AND 3)                                         
Net realized gain (loss) on:                                                                                  
 
 Investment securities                                                            22,036,234                  
 
 Foreign currency contracts                                                       (987,364)     21,048,870    
 
Change in net unrealized appreciation (depreciation) on investment securities                   2,161,828     
 
Net gain (loss)                                                                                 23,210,698    
 
Net increase (decrease) in net assets resulting from operations                                $ 28,625,878   
 
</TABLE>
 
Statement of Changes in Net Assets
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                 <C>                           <C>             
                                                                                      YEARS ENDED NOVEMBER 30,                    
 
INCREASE (DECREASE) IN NET ASSETS                                                     1993                          1992          
 
Operations                                                                         $ 5,415,180                   $ 5,538,726     
Net investment income                                                                                                              
 
 Net realized gain (loss) on investments                                             21,048,870                    13,671,251     
 
 Change in net unrealized appreciation (depreciation) on investments                  2,161,828                     11,040,241     
 
 Net increase (decrease) in net assets resulting from operations                      28,625,878                    30,250,218     
 
Distributions to shareholders from:                                                                                              
Net investment income                                                                                                            
 
  Institutional Class                                                                (4,132,840)                   (5,817,071)    
 
  Retail Class                                                                      (348,837)                     (6,990)        
 
Share transactions - net increase (decrease) (Note 6)                                68,477,213                    (52,172,803)   
 
  Total increase (decrease) in net assets                                            92,621,414                    (27,746,646)   
 
NET ASSETS                                                                                                                        
 
 Beginning of period                                                                  140,842,895                   168,589,541    
 
 End of period (including undistributed net investment income of $2,076,538 and 
$1,143,035, respectively)                                                             $ 233,464,309                 $ 140,842,895   
 
</TABLE>
 
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD ENDED NOVEMBER 30, 1993  
 
 
1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Advisor Equity Portfolio Income (the fund) is a fund of Fidelity
Advisor Series III (the trust) (formerly Fidelity Franklin Street Trust)
and is authorized to issue an unlimited number of shares. The trust is
registered under the Investment Company Act of 1940, as amended (the 1940
Act), as an open-end management investment company organized as a
Massachusetts business trust.
The fund offers both Institutional Class and Retail Class shares which have
equal rights as to earnings and assets except that each class bears
different distribution and transfer agent expenses and certain registration
fees. Each class has exclusive voting rights with respect to its
distribution plans.
The following summarizes the significant accounting policies of the fund:
ALLOCATED EARNINGS AND EXPENSES. Investment income, expenses (other than
expenses incurred under each class's Distribution and Service Plans,
Transfer Agent Agreements and certain registration fees) and realized and
unrealized gains or losses on investments are allocated to each class of
shares based upon their relative net assets.
SECURITY VALUATION. Securities for which exchange quotations are readily
available are valued at the last sale price, or if no sale price, at the
closing bid price. Securities for which exchange quotations are not readily
available (and in certain cases debt securities which trade on an
exchange), are valued primarily using dealer-supplied valuations or at
their fair value as determined in good faith under consistently applied
procedures under the general supervision of the Board of Trustees.
Short-term securities maturing within sixty days 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, other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the current exchange rate. Purchases and sales of securities,
income receipts and expense payments are translated into U.S. dollars at
the exchange rate on the dates of the transactions.
It is not practical to identify the portion of each amount shown in the
fund's Statement of Operations under the caption "Realized and Unrealized
Gain (Loss) on Investments" that arises from changes in foreign currency
exchange rates. Investment income includes net realized and unrealized
currency gains and losses recognized between accrual and payment dates.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes all of its taxable income for its fiscal
year. The schedule of investments includes information regarding income
taxes under the caption "Income Tax Information."
INVESTMENT INCOME. 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. Interest income, which includes accretion of original
issue discount, is accrued as earned. Investment income is recorded net of
foreign taxes where recovery of such taxes is not assured.
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned between the
funds in the trust.
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
2. OPERATING POLICIES.
FORWARD FOREIGN CURRENCY CONTRACTS. The fund may enter into forward foreign
currency contracts. These contracts involve market risk in excess of the
amount reflected in the fund's Statement of Assets and Liabilities. The
face or contract amount in U.S. dollars reflects the total exposure the
fund has in that particular currency contract. The U.S. dollar value of
forward foreign currency contracts is determined using forward currency
exchange rates supplied by a quotation service. Losses may arise due to
changes in the value of the foreign currency or if the counterparty does
not perform under the contract.
2. OPERATING POLICIES - CONTINUED
FORWARD FOREIGN CURRENCY CONTRACTS - CONTINUED
Purchases and sales of forward foreign currency contracts having the same
settlement date and broker are offset and presented net on the Statement of
Assets and Liabilities. Gain (loss) on the purchase or sale of forward
foreign currency contracts having the same settlement date and broker is
recognized on the date of offset, otherwise gain (loss) is recognized on
settlement date.
REPURCHASE AGREEMENTS. The fund, through its custodian, receives delivery
of the underlying securities, whose market value is required to be at least
102% of the resale price at the time of purchase. The fund's investment
adviser, Fidelity Management & Research Company (FMR), is responsible
for determining that the value of these underlying securities remains at
least equal to the resale price.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, the fund, along with other registered
investment companies having management contracts with FMR, may transfer
uninvested cash balances into a joint trading account. These balances are
invested in one or more repurchase agreements that are collateralized by
U.S. Treasury or Federal Agency obligations.
3. PURCHASES AND SALES OF INVESTMENTS. 
Purchases and sales of securities, other than short-term securities,
aggregated $265,599,801 and $208,103,129, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES. 
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a fee that
is computed daily at an annual rate of .50% of the fund's average net
assets.
DISTRIBUTION AND SERVICE PLAN. Pursuant to the Distribution and Service
Plan (the Plan), and in accordance with Rule 12b-1 of the 1940 Act, the
Retail Class pays Fidelity Distributors Corporation (FDC), an affiliate of
FMR, a distribution and service fee that is based on an annual rate of .65%
of its average net assets. For the period, the Retail Class paid FDC
$123,058 of which $94,623 was paid to securities dealers, banks and other
financial institutions for selling shares of the Retail Class and providing
shareholder support services.
In addition, FMR or FDC may use its resources to pay administrative and
promotional expenses related to the sale of the fund's shares. Subject to
the approval of the Board of Trustees, the Plan also authorizes payments to
third parties that assist in the sale of the fund's shares or render
shareholder support services. FMR or FDC has informed the fund that
payments made to third parties under the Plan amounted to $1,855 for the
period.
SALES LOAD. FDC received sales charges for selling shares of the Retail
Class. The sales charge rates ranged from 2.00% to 4.75% based on purchase
amounts of less than $1,000,000. Purchase amounts of $1,000,000 or more are
not charged a sales load. For the period, FDC received $792,962 of which
$675,205 was paid to securities dealers, banks and other financial
institutions.
TRANSFER AGENT FEE. Fidelity Investments Institutional Operations Company
(FIIOC), an affiliate of FMR, and State Street Bank and Trust Company
(State Street) are the transfer, dividend disbursing and shareholder
servicing agents for the Institutional Class and Retail Class,
respectively. Under revised fee schedules which became effective January 1,
1993, FIIOC and State Street receive fees based on the type, size, number
of accounts and the number of transactions made by shareholders. FIIOC, on
behalf of State Street, also collects fees from the fund and pays State
Street for its services. FIIOC pays for typesetting, printing and mailing
of all shareholder reports, except proxy statements.
ACCOUNTING FEE. Fidelity Service Co. (FSC), an affiliate of FMR, maintains
the fund's accounting records. The fee is based on the level of average net
assets for the month plus out-of-pocket expenses.
BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $126,832 for the period.
5. 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
$17,474 under this arrangement.
 6. SHARE TRANSACTIONS.
Share transactions for both classes were as follows:
  SHARES   DOLLARS 
 YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
 NOVEMBER 30, 1993  NOVEMBER 30, 1992 (A) NOVEMBER 30, 1993  NOVEMBER 30,
1992 (A)
INSTITUTIONAL CLASS
Shares sold   6,537,638  3,648,299 $ 94,762,125 $ 44,472,149
Reinvestment of distributions from net investment income   122,850  169,868 
1,739,396  2,063,999
Shares redeemed   (4,678,967)  (8,206,118)  (67,541,601)  (100,118,593)
Net increase (decrease)   1,981,521  (4,387,951) $ 28,959,920 $
(53,582,445)
RETAIL CLASS
Shares sold   3,085,105  113,305 $ 44,678,778 $ 1,405,266
Reinvestment of distributions from net investment income   21,363  439 
309,240  5,562
Shares redeemed   (372,214)  (94)  (5,470,725)  (1,186)
Net increase (decrease)   2,734,254  113,650 $ 39,517,293 $ 1,409,642
(a) Share transactions for the Retail Class are for the period September
10, 1992 (commencement of sale of shares) to November 30, 1992.
 
NEITHER THE FUND NOR FIDELITY DISTRIBUTORS CORPORATION IS A BANK AND FUND
SHARES ARE NOT BACKED OR GUARANTEED BY 
ANY BANK OR INSURED BY THE FDIC.
REPORT OF INDEPENDENT ACCOUNTANTS
 
 
 
To the Trustees of Fidelity Advisor Series III (formerly Fidelity Franklin
Street Trust) and the Shareholders of Fidelity Advisor Equity Portfolio
Income:
We have audited the accompanying statement of assets and liabilities of
Fidelity Advisor Series III: Fidelity Advisor Equity Portfolio Income,
including the schedule of portfolio investments, as of November 30, 1993,
and the related statement of operations for the year then ended, the
statement of changes in net assets for each of the two years in the period
then ended and the financial highlights for each of the five years in the
period then ended (Institutional Class) and for the year ended November 30,
1993 and for the period September 10, 1992 (commencement of sale of Retail
Class shares) to November 30, 1992 (Retail Class). These financial
statements and financial highlights are the responsibility of the fund's
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of November 30, 1993 by correspondence with the
custodian and brokers. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of Fidelity Advisor Series III: Fidelity Advisor Equity Portfolio Income as
of November 30, 1993, the results of its operations for the year then
ended, the changes in its net assets for each of the two years in the
period then ended, and the financial highlights for each of the five years
in the period then ended (Institutional Class) and for the year ended
November 30, 1993 and for the period September 10, 1992 (commencement of
sale of Retail Class shares) to November 30, 1992 (Retail Class), in
conformity with generally accepted accounting principles.
 COOPERS & LYBRAND
Boston, Massachusetts
January 7, 1994
INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA
OFFICERS
Edward C. Johnson 3d, PRESIDENT
J. Gary Burkhead, SENIOR VICE PRESIDENT
Gary L. French, TREASURER
John H. Costello, ASSISTANT TREASURER
Arthur S. Loring, SECRETARY
Robert H. Morrison, MANAGER, SECURITY TRANSACTIONS
BOARD OF TRUSTEES
J. Gary Burkhead
Ralph F. Cox
Phyllis Burke Davis
Richard J. Flynn
Edward C. Johnson 3d
E. Bradley Jones
Donald J. Kirk
Peter S. Lynch
Edward H. Malone
Marvin L. Mann
Gerald C. McDonough
Thomas R. Williams
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND
SHAREHOLDER
SERVICING AGENT
Fidelity Investments Institutional
Operations Company
Boston, MA
CUSTODIAN
The Chase Manhattan Bank, N.A.
New York, NY



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