<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Fidelity Advisor Series III
(Name of Registrant)
File No. 2-77571
</PAGE>
<PAGE>
FILE NO. 2-77571
Fidelity Advisor Series III
: Fidelity Advisor Equity Portfolio: Income
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended November 30, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
31,640,492 shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
19,815,408 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
9,858,543 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
9,858,543
$
155,760,457
Redemptions:
(9,858,543)
$
(155,760,457)
Net Sales Pursuant to Rule 24f-2:
0
$
0
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $0
Fidelity Advisor Series III
:
Fidelity Advisor Equity Portfolio: Income
By John H. Costello
Assistant Treasurer
</PAGE>
January 19, 1995
Mr. John Costello
Assistant Treasurer
Fidelity Advisor Series III
82 Devonshire Street
Boston, MA 02109
Dear Mr. Costello:
Fidelity Advisor Series III (the Trust) is a Massachusetts business
trust created under a written Declaration of Trust under the name
Equity Portfolio: Income, dated and executed on May 17, 1982 and
delivered in Boston, Massachusetts on May 19, 1982. The
Declaration of Trust was amended and restated on August 1, 1986
and delivered in Boston, Massachusetts on August 14, 1986. The
Trust was originally created under the name "Equity One Trust."
The Trust's name was changed to "Income-Growth Portfolio" by
vote of the Trustees on August 20, 1982 and an amended
Declaration of Trust was filed with the Secretary of the
Commonwealth on August 26, 1982. The Trust's name was again
changed to "First Equity Portfolio: Income" by a vote of the
Trustees on December 16, 1982 and an amended Declaration of
Trust was filed with the Secretary of the Commonwealth on that
day. On September 22, 1983, the Trust's name was changed to
Fidelity Franklin Street Trust by vote of the Trustees and the
shareholders of the Trust and an amended Declaration of Trust was
filed with the Secretary of the Commonwealth on October 3, 1983.
Effective April 15, 1993, The Trust's name was changed to its
present name, Fidelity Advisor Series III.
I have conducted such legal and factual inquiry as I have deemed
necessary for the purpose of rendering this opinion.
Under Article III, Section 1, of the Declaration of Trust, the
beneficial interest in the Trust may be divided into such transferable
Shares (the "Shares") of one or more separate and distinct Series
as the Trustees shall from time to time create and establish. The
number of Shares is unlimited and each Share is without par value
and shall be fully paid and nonassessable. Said Section provides
that Trustees have full power and authority, in their sole discretion
and without obtaining any prior authorization or vote of the
Shareholders of the Trust, to create and establish (and to change in
any manner) Shares with such preferences, voting powers, rights
and privileges as the Trustees may from time to time determine, to
divide or combine the Shares into a greater or lesser number, to
classify or reclassify any issued Shares into one or more Series of
Shares, to abolish any one or more Series of Shares, and to take
such other action with respect to the Shares as the Trustees may
deem desirable.
Under Article III, Section 4, the Trustees are empowered to accept
investment in the Trust in cash or securities from such persons and
on such terms as they may from time to time authorize.
Investments in the Trust, subsequent to the initial contribution of
capital, shall be credited to the Shareholder's account in the form of
full shares of the Trust at the net asset value per share next
determined after the investment is received and accepted; provided,
however, that the Trustees may, in their sole discretion, impose a
sales charge upon investment in the Trust, and issue fractional
shares.
By a vote adopted on May 17, 1982, and amended on April 26,
1985, the Board of Trustees authorized the issue and sale, from
time to time of an unlimited number of shares of beneficial interest
of the Trust in accordance with the terms included in the
Prospectus and Statement of Additional Information and subject to
the limitations of the Declaration of Trust and any Amendments
thereto.
I understand from you that, pursuant to Rule 24f-2 under the
Investment Company Act of 1940, the Trust has registered an
indefinite number of shares of beneficial interest under the
Securities Act of 1933. I further understand that, pursuant to the
provisions of Rule 24f-2, the Trust is about to file with the
Securities and Exchange Commission a notice making definite the
registration of 9,858,543 shares of the Trust sold in reliance upon
Rule 24f-2 during the fiscal year ended November 30, 1994.
I am of the opinion that all necessary Trust action precedent to the
issue of the Shares, has been duly taken, and that all the Shares
were legally and validly issued, and are fully paid and nonassessable
except as described in the Trust's Statement of Additional
Information dated June 30, 1994, under the heading "Description of
the Trust." In rendering this opinion, I rely on the representation by
the Trust that it or its agent received consideration for the Shares in
accordance with the Trust's Declaration of Trust and I express no
opinion as to compliance with the Securities Act of 1933, the
Investment Company Act of 1940 or applicable state "Blue Sky" or
securities laws in connection with sales of the Shares.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with a Rule 24f-2 notice
which you are about to file under the 1940 Act with said
Commission.
Sincerely,
Arthur S. Loring, Esq.
Vice President - Legal
