FIDELITY ADVISOR SERIES III
N-30D, 1999-01-21
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FIDELITY ADVISOR
EQUITY INCOME
FUND - CLASS A, CLASS T, CLASS B AND CLASS C
 
ANNUAL REPORT
NOVEMBER 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.            
 
FUND TALK               12  The manager's review of fund                
                            performance, strategy and outlook.          
 
INVESTMENT CHANGES      15  A summary of major shifts in the fund's     
                            investments over the past six months.       
 
INVESTMENTS             16  A complete list of the fund's investments   
                            with their market values.                   
 
FINANCIAL STATEMENTS    25  Statements of assets and liabilities,       
                            operations, and changes in net assets,      
                            as well as financial highlights.            
 
NOTES                   34  Notes to the financial statements.          
 
REPORT OF INDEPENDENT   43  The auditors' opinion.                      
ACCOUNTANTS                                                             
 
DISTRIBUTIONS           44                                              
 
PROXY VOTING RESULTS    46                                              
 
 
Standard & Poor's, S&P and S&P 500 are registered service marks of The
McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity
Distributors Corporation.
Other third party marks appearing herein are the property of their
respective owners.
All other marks appearing herein are registered or unregistered
trademarks or service marks of FMR Corp. or an affiliated company.
This report is printed on recycled paper using soy-based inks.
THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE
SUBMITTED FOR THE GENERAL INFORMATION 
OF THE SHAREHOLDERS OF THE FUND. THIS REPORT IS NOT AUTHORIZED FOR
DISTRIBUTION TO PROSPECTIVE INVESTORS 
IN THE FUND UNLESS PRECEDED OR ACCOMPANIED BY AN EFFECTIVE PROSPECTUS. 
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED 
BY, ANY DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY THE FDIC, 
FEDERAL RESERVE BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT TO 
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT
INVESTED. 
NEITHER THE FUND NOR FIDELITY DISTRIBUTORS CORPORATION IS A BANK. 
FOR MORE INFORMATION ON ANY FIDELITY ADVISOR FUND, INCLUDING CHARGES
AND EXPENSES, CONTACT YOUR 
INVESTMENT PROFESSIONAL FOR A FREE PROSPECTUS. READ IT CAREFULLY
BEFORE YOU INVEST OR SEND MONEY.
 
PRESIDENT'S MESSAGE
 
 
(photo_of_Edward_C_Johnson_3d)
DEAR SHAREHOLDER:
The month of November proved to be a strong one for the stock and bond
markets. The Dow Jones Industrial Average reached a record high.
Merger activity, which had lulled during the summer correction, has
increased significantly. Small-cap stocks posted their third
consecutive month of positive returns, as did emerging markets. While
bond returns generally were not at the levels of their equity
counterparts, they were mostly positive nonetheless. 
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. A stock mutual fund, for instance, is already
diversified, because it invests in many different companies. You can
increase your diversification further by investing in a number of
different stock funds, or in such other investment categories as
bonds. If you have a short investment time horizon, you might want to
consider moving some of your investment into a money market fund,
which seeks income and a stable share price by investing in
high-quality, short-term investments. Of course, 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. Of course, you should
consider your financial ability to continue your purchases through
periods of low price levels before undertaking such a strategy.
Remember to contact your investment professional if you need help with
your investments.
Best regards,
Edward C. Johnson 3d
 
FIDELITY ADVISOR EQUITY INCOME FUND - CLASS A
PERFORMANCE: THE BOTTOM LINE
 
 
There are several ways to evaluate historical performance. You can
look at the total percentage change in value, the average annual
percentage change or the growth of a hypothetical $10,000 investment.
Total return reflects the change in the value of an investment,
assuming reinvestment of the class' dividend income and capital gains
(the profits earned upon the sale of securities that have grown in
value). The initial offering of Class A shares took place on September
3, 1996. Class A shares bear a 0.25% 12b-1 fee that is reflected in
returns after September 3, 1996. Returns between September 10, 1992
(the date Class T shares were first offered) and September 3, 1996 are
those of Class T and reflect Class T shares' 0.50% 12b-1 fee (0.65%
prior to January 1, 1996). Returns prior to September 10, 1992 are
those of the Institutional Class, the original class of the fund,
which does not bear a 12b-1 fee. Had Class A shares' 12b-1 fee been
reflected, returns prior to September 10, 1992 would have been lower.
If Fidelity had not reimbursed certain class expenses, the past five
year and past 10 year total returns would have been lower. 
 
CUMULATIVE TOTAL RETURNS
PERIODS ENDED NOVEMBER 30, 1998          PAST 1  PAST 5   PAST 10  
                                         YEAR    YEARS    YEARS    
 
FIDELITY ADV EQUITY INCOME - CL A        13.82%  132.52%  307.65%  
 
FIDELITY ADV EQUITY INCOME - CL A        7.27%   119.15%  284.21%  
 (INCL. 5.75% SALES CHARGE)                                        
 
S&P 500 (registered trademark)           23.66%  181.25%  457.74%  
 
Equity Income Funds Average              10.66%  114.51%  285.26%  
 
CUMULATIVE TOTAL RETURNS show Class A's performance in percentage
terms over a set period - in this case, one year, five years or 10
years. 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 Class A's returns to the performance of the
Standard & Poor's 500 Index - a widely recognized, market
capitalization-weighted index of common stocks. To measure how Class
A's performance stacked up against its peers, you can compare it to
the equity 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
219 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 NOVEMBER 30, 1998     PAST 1  PAST 5  PAST 10  
                                    YEAR    YEARS   YEARS    
 
FIDELITY ADV EQUITY INCOME - CL A   13.82%  18.38%  15.09%   
 
FIDELITY ADV EQUITY INCOME - CL A   7.27%   16.99%  14.41%   
 (INCL. 5.75% SALES CHARGE)                                  
 
S&P 500                             23.66%  22.98%  18.75%   
 
Equity Income Funds Average         10.66%  16.40%  14.34%   
 
AVERAGE ANNUAL TOTAL RETURNS take Class A's cumulative return and show
you what would have happened if Class A had performed at a constant
rate each year.
 
$10,000 OVER 10 YEARS
             FA Equity Income -CL A      S&P 500
             00246                       SP001
  1988/11/30       9425.00                    10000.00
  1988/12/31       9493.39                    10175.00
  1989/01/31      10101.72                    10919.81
  1989/02/28      10015.60                    10647.91
  1989/03/31      10214.70                    10896.00
  1989/04/30      10588.84                    11461.51
  1989/05/31      10842.20                    11925.70
  1989/06/30      10886.06                    11857.72
  1989/07/31      11573.60                    12928.47
  1989/08/31      11724.14                    13181.87
  1989/09/30      11572.91                    13127.82
  1989/10/31      10938.41                    12823.26
  1989/11/30      11082.10                    13084.85
  1989/12/31      11243.48                    13398.89
  1990/01/31      10532.51                    12499.82
  1990/02/28      10551.31                    12661.07
  1990/03/31      10551.31                    12996.59
  1990/04/30      10142.94                    12671.68
  1990/05/31      10810.86                    13907.16
  1990/06/30      10762.94                    13812.60
  1990/07/31      10589.50                    13768.40
  1990/08/31       9785.36                    12523.73
  1990/09/30       9045.37                    11913.83
  1990/10/31       8839.80                    11862.60
  1990/11/30       9430.43                    12628.92
  1990/12/31       9638.04                    12981.27
  1991/01/31      10128.45                    13547.25
  1991/02/28      10852.63                    14515.88
  1991/03/31      11025.83                    14867.16
  1991/04/30      11025.57                    14902.84
  1991/05/31      11629.38                    15546.65
  1991/06/30      11095.62                    14834.61
  1991/07/31      11702.84                    15525.90
  1991/08/31      11950.70                    15893.87
  1991/09/30      11888.79                    15628.44
  1991/10/31      12086.87                    15837.86
  1991/11/30      11596.72                    15199.60
  1991/12/31      12511.12                    16938.43
  1992/01/31      12637.07                    16623.37
  1992/02/29      13027.50                    16839.48
  1992/03/31      12815.85                    16511.11
  1992/04/30      13272.62                    16996.54
  1992/05/31      13389.79                    17079.82
  1992/06/30      13240.71                    16825.33
  1992/07/31      13584.62                    17513.49
  1992/08/31      13262.11                    17154.46
  1992/09/30      13348.79                    17356.88
  1992/10/31      13522.21                    17417.63
  1992/11/30      13999.55                    18011.57
  1992/12/31      14348.18                    18233.11
  1993/01/31      14795.65                    18386.27
  1993/02/28      15178.73                    18636.33
  1993/03/31      15671.71                    19029.55
  1993/04/30      15594.89                    18569.04
  1993/05/31      15837.07                    19066.69
  1993/06/30      15991.84                    19121.98
  1993/07/31      16213.27                    19045.49
  1993/08/31      16779.08                    19767.32
  1993/09/30      16667.89                    19615.11
  1993/10/31      16868.04                    20021.14
  1993/11/30      16523.34                    19830.94
  1993/12/31      16934.75                    20070.89
  1994/01/31      17713.11                    20753.30
  1994/02/28      17246.09                    20190.89
  1994/03/31      16507.59                    19310.57
  1994/04/30      17077.59                    19557.74
  1994/05/31      17189.36                    19878.49
  1994/06/30      17076.03                    19391.47
  1994/07/31      17659.82                    20027.51
  1994/08/31      18569.20                    20848.63
  1994/09/30      18253.94                    20337.84
  1994/10/31      18614.52                    20795.44
  1994/11/30      17983.52                    20038.07
  1994/12/31      18028.59                    20335.24
  1995/01/31      18305.06                    20862.53
  1995/02/28      18950.18                    21675.54
  1995/03/31      19562.18                    22315.19
  1995/04/30      20083.68                    22972.37
  1995/05/31      20639.95                    23890.58
  1995/06/30      20930.22                    24445.56
  1995/07/31      21686.46                    25256.17
  1995/08/31      21942.41                    25319.56
  1995/09/30      22616.92                    26388.05
  1995/10/31      22360.17                    26293.84
  1995/11/30      23282.12                    27448.14
  1995/12/31      23896.37                    27976.80
  1996/01/31      24604.73                    28929.13
  1996/02/29      24688.74                    29197.30
  1996/03/31      24869.24                    29478.47
  1996/04/30      25037.93                    29912.98
  1996/05/31      25230.72                    30684.44
  1996/06/30      25086.34                    30801.34
  1996/07/31      24143.79                    29440.54
  1996/08/31      24602.98                    30061.44
  1996/09/30      25473.31                    31753.30
  1996/10/31      25983.26                    32629.06
  1996/11/30      27658.82                    35095.49
  1996/12/31      27353.34                    34400.24
  1997/01/31      28268.04                    36549.57
  1997/02/28      28493.58                    36836.12
  1997/03/31      27360.77                    35322.52
  1997/04/30      28518.10                    37431.28
  1997/05/31      30153.45                    39710.10
  1997/06/30      31637.04                    41489.11
  1997/07/31      33934.71                    44790.40
  1997/08/31      32571.26                    42281.24
  1997/09/30      34275.73                    44596.98
  1997/10/31      32795.93                    43107.44
  1997/11/30      33757.17                    45102.89
  1997/12/31      34424.69                    45877.30
  1998/01/31      34343.00                    46384.71
  1998/02/28      36782.51                    49729.97
  1998/03/31      38450.86                    52276.64
  1998/04/30      38627.43                    52802.54
  1998/05/31      38287.88                    51894.87
  1998/06/30      38737.75                    54002.84
  1998/07/31      38152.26                    53427.71
  1998/08/31      32433.50                    45703.13
  1998/09/30      34012.32                    48630.87
  1998/10/31      36796.63                    52586.51
  1998/11/30      38420.82                    55773.78
IMATRL PRASUN   SHR__CHT 19981130 19981223 142353 R00000000000123
 
$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity Advisor Equity Income Fund - Class A on November
30, 1988, and the current 5.75% sales charge was paid. As the chart
shows, by November 30, 1998, the value of the investment would have
grown to $38,421 - a 284.21% increase on the initial investment. For
comparison, look at how the Standard & Poor's 500 Index did over the
same period. With dividends and capital gains, if any, reinvested, the
same $10,000 investment would have grown to $55,774 - a 457.74%
increase.
 
UNDERSTANDING
PERFORMANCE
How a fund did yesterday is 
no guarantee of how it will do 
tomorrow. The stock market, 
for example, has a history of 
long-term growth and 
short-term volatility. In turn, the 
share price and return of a 
fund that invests in stocks will 
vary. That means if you sell 
your shares during a market 
downturn, you might lose 
money. But if you can ride out 
the market's ups and downs, 
you may have a gain.
(checkmark)
 
FIDELITY ADVISOR EQUITY INCOME FUND - CLASS T
PERFORMANCE: THE BOTTOM LINE
 
 
There are several ways to evaluate historical performance. You can
look at the total percentage change in value, the average annual
percentage change or the growth of a hypothetical $10,000 investment.
Total return reflects the change in the value of an investment,
assuming reinvestment of the class' dividend income and capital gains
(the profits earned upon the sale of securities that have grown in
value). The initial offering of Class T shares took place on September
10, 1992. Class T shares bear a 0.50% 12b-1 fee (0.65% prior to
January 1, 1996) that is reflected in returns after September 10,
1992. Returns prior to that date are those of the Institutional Class,
the original class of the fund which does not bear a 12b-1 fee. Had
Class T shares' 12b-1 fee been reflected, returns prior to September
10, 1992 would have been lower. If Fidelity had not reimbursed certain
class expenses, the past 10 year total returns would have been lower.
 
CUMULATIVE TOTAL RETURNS
PERIODS ENDED NOVEMBER 30, 1998          PAST 1  PAST 5   PAST 10  
                                         YEAR    YEARS    YEARS    
 
FIDELITY ADV EQUITY INCOME - CL T        13.63%  132.45%  307.52%  
 
FIDELITY ADV EQUITY INCOME - CL T        9.65%   124.32%  293.26%  
 (INCL. 3.50% SALES CHARGE)                                        
 
S&P 500                                  23.66%  181.25%  457.74%  
 
Equity Income Funds Average              10.66%  114.51%  285.26%  
 
CUMULATIVE TOTAL RETURNS show Class T's performance in percentage
terms over a set period - in this case, one year, five years or 10
years. 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 Class T's returns to the performance of the
Standard & Poor's 500 Index - a widely recognized, market
capitalization-weighted index of common stocks. To measure how Class
T's performance stacked up against its peers, you can compare it to
the equity 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
219 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 NOVEMBER 30, 1998     PAST 1  PAST 5  PAST 10  
                                    YEAR    YEARS   YEARS    
 
FIDELITY ADV EQUITY INCOME - CL T   13.63%  18.38%  15.08%   
 
FIDELITY ADV EQUITY INCOME - CL T   9.65%   17.54%  14.67%   
 (INCL. 3.50% SALES CHARGE)                                  
 
S&P 500                             23.66%  22.98%  18.75%   
 
Equity Income Funds Average         10.66%  16.40%  14.34%   
 
AVERAGE ANNUAL TOTAL RETURNS take Class T's cumulative return and show
you what would have happened if Class T had performed at a constant
rate each year.
 
$10,000 OVER 10 YEARS
             FA Equity Income -CL T      S&P 500
             00280                       SP001
  1988/11/30       9650.00                    10000.00
  1988/12/31       9720.02                    10175.00
  1989/01/31      10342.88                    10919.81
  1989/02/28      10254.70                    10647.91
  1989/03/31      10458.55                    10896.00
  1989/04/30      10841.62                    11461.51
  1989/05/31      11101.03                    11925.70
  1989/06/30      11145.94                    11857.72
  1989/07/31      11849.89                    12928.47
  1989/08/31      12004.02                    13181.87
  1989/09/30      11849.19                    13127.82
  1989/10/31      11199.54                    12823.26
  1989/11/30      11346.66                    13084.85
  1989/12/31      11511.89                    13398.89
  1990/01/31      10783.95                    12499.82
  1990/02/28      10803.20                    12661.07
  1990/03/31      10803.20                    12996.59
  1990/04/30      10385.08                    12671.68
  1990/05/31      11068.95                    13907.16
  1990/06/30      11019.88                    13812.60
  1990/07/31      10842.30                    13768.40
  1990/08/31      10018.96                    12523.73
  1990/09/30       9261.31                    11913.83
  1990/10/31       9050.82                    11862.60
  1990/11/30       9655.56                    12628.92
  1990/12/31       9868.13                    12981.27
  1991/01/31      10370.24                    13547.25
  1991/02/28      11111.71                    14515.88
  1991/03/31      11289.05                    14867.16
  1991/04/30      11288.78                    14902.84
  1991/05/31      11907.01                    15546.65
  1991/06/30      11360.50                    14834.61
  1991/07/31      11982.22                    15525.90
  1991/08/31      12236.00                    15893.87
  1991/09/30      12172.60                    15628.44
  1991/10/31      12375.42                    15837.86
  1991/11/30      11873.57                    15199.60
  1991/12/31      12809.79                    16938.43
  1992/01/31      12938.75                    16623.37
  1992/02/29      13338.50                    16839.48
  1992/03/31      13121.79                    16511.11
  1992/04/30      13589.48                    16996.54
  1992/05/31      13709.44                    17079.82
  1992/06/30      13556.80                    16825.33
  1992/07/31      13908.92                    17513.49
  1992/08/31      13578.72                    17154.46
  1992/09/30      13667.46                    17356.88
  1992/10/31      13845.02                    17417.63
  1992/11/30      14333.75                    18011.57
  1992/12/31      14690.71                    18233.11
  1993/01/31      15148.86                    18386.27
  1993/02/28      15541.09                    18636.33
  1993/03/31      16045.84                    19029.55
  1993/04/30      15967.18                    18569.04
  1993/05/31      16215.14                    19066.69
  1993/06/30      16373.60                    19121.98
  1993/07/31      16600.32                    19045.49
  1993/08/31      17179.64                    19767.32
  1993/09/30      17065.80                    19615.11
  1993/10/31      17270.72                    20021.14
  1993/11/30      16917.79                    19830.94
  1993/12/31      17339.03                    20070.89
  1994/01/31      18135.97                    20753.30
  1994/02/28      17657.80                    20190.89
  1994/03/31      16901.67                    19310.57
  1994/04/30      17485.28                    19557.74
  1994/05/31      17599.71                    19878.49
  1994/06/30      17483.68                    19391.47
  1994/07/31      18081.41                    20027.51
  1994/08/31      19012.50                    20848.63
  1994/09/30      18689.72                    20337.84
  1994/10/31      19058.89                    20795.44
  1994/11/30      18412.83                    20038.07
  1994/12/31      18458.98                    20335.24
  1995/01/31      18742.05                    20862.53
  1995/02/28      19402.57                    21675.54
  1995/03/31      20029.18                    22315.19
  1995/04/30      20563.14                    22972.37
  1995/05/31      21132.69                    23890.58
  1995/06/30      21429.88                    24445.56
  1995/07/31      22204.17                    25256.17
  1995/08/31      22466.24                    25319.56
  1995/09/30      23156.85                    26388.05
  1995/10/31      22893.97                    26293.84
  1995/11/30      23837.93                    27448.14
  1995/12/31      24466.84                    27976.80
  1996/01/31      25192.11                    28929.13
  1996/02/29      25278.13                    29197.30
  1996/03/31      25462.94                    29478.47
  1996/04/30      25635.65                    29912.98
  1996/05/31      25833.04                    30684.44
  1996/06/30      25685.21                    30801.34
  1996/07/31      24720.16                    29440.54
  1996/08/31      25190.32                    30061.44
  1996/09/30      26093.71                    31753.30
  1996/10/31      26627.50                    32629.06
  1996/11/30      28340.60                    35095.49
  1996/12/31      28040.78                    34400.24
  1997/01/31      28974.62                    36549.57
  1997/02/28      29204.88                    36836.12
  1997/03/31      28037.33                    35322.52
  1997/04/30      29230.13                    37431.28
  1997/05/31      30923.14                    39710.10
  1997/06/30      32448.78                    41489.11
  1997/07/31      34789.52                    44790.40
  1997/08/31      33400.51                    42281.24
  1997/09/30      35149.83                    44596.98
  1997/10/31      33628.86                    43107.44
  1997/11/30      34608.47                    45102.89
  1997/12/31      35301.82                    45877.30
  1998/01/31      35218.73                    46384.71
  1998/02/28      37702.81                    49729.97
  1998/03/31      39415.20                    52276.64
  1998/04/30      39581.10                    52802.54
  1998/05/31      39235.47                    51894.87
  1998/06/30      39692.93                    54002.84
  1998/07/31      39083.54                    53427.71
  1998/08/31      33211.32                    45703.13
  1998/09/30      34817.41                    48630.87
  1998/10/31      37674.94                    52586.51
  1998/11/30      39325.64                    55773.78
IMATRL PRASUN   SHR__CHT 19981130 19981223 143832 R00000000000123
 
$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity Advisor Equity Income Fund - Class T on November
30, 1988, and the current 3.50% sales charge was paid. As the chart
shows, by November 30, 1998, the value of the investment would have
grown to $39,326 - a 293.26% increase on the initial investment. For
comparison, look at how the Standard & Poor's 500 Index did over the
same period. With dividends and capital gains, if any, reinvested, the
same $10,000 investment would have grown to $55,774 - a 457.74%
increase.
 
UNDERSTANDING
PERFORMANCE
How a fund did yesterday is 
no guarantee of how it will do 
tomorrow. The stock market, 
for example, has a history of 
long-term growth and 
short-term volatility. In turn, the 
share price and return of a 
fund that invests in stocks will 
vary. That means if you sell 
your shares during a market 
downturn, you might lose 
money. But if you can ride out 
the market's ups and downs, 
you may have a gain.
(checkmark)
 
FIDELITY ADVISOR EQUITY INCOME FUND - CLASS B
PERFORMANCE: THE BOTTOM LINE
 
 
There are several ways to evaluate historical performance. You can
look at the total percentage change in value, the average annual
percentage change or the growth of a hypothetical $10,000 investment.
Total return reflects the change in the value of an investment,
assuming reinvestment of the class' dividend income and capital gains
(the profits earned upon the sale of securities that have grown in
value). Initial offering of Class B shares took place on June 30,
1994. Class B shares bear a 1.00% 12b-1 fee that is reflected in
returns after June 30, 1994. Returns between September 10, 1992 (the
date Class T shares were first offered) and June 30, 1994 are those of
Class T, and reflect Class T shares' prior 0.65% 12b-1 fee. Returns
prior to September 10, 1992 are those of the Institutional Class, the
original class of the fund, which does not bear a 12b-1 fee. Had Class
B shares' 12b-1 fee been reflected, returns prior to June 30, 1994
would have been lower. Class B shares' contingent deferred sales
charge included in the past one year, past five years, and past 10
years total return figures are 5%, 2% and 0%, respectively. If
Fidelity had not reimbursed certain class expenses, the past five year
and past 10 year total returns would have been lower.
 
CUMULATIVE TOTAL RETURNS
PERIODS ENDED NOVEMBER 30, 1998                 PAST 1  PAST 5   PAST 10  
                                                YEAR    YEARS    YEARS    
 
FIDELITY ADV EQUITY INCOME - CL B               13.06%  127.80%  299.37%  
 
FIDELITY ADV EQUITY INCOME - CL B               8.06%   125.80%  299.37%  
 (INCL. CONTINGENT DEFERRED SALES CHARGE)                                 
 
S&P 500                                         23.66%  181.25%  457.74%  
 
Equity Income Funds Average                     10.66%  114.51%  285.26%  
 
CUMULATIVE TOTAL RETURNS show Class B's performance in percentage
terms over a set period - in this case, one year, five years or 10
years. 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 Class B's returns to the performance of the
Standard & Poor's 500 Index - a widely recognized, market
capitalization-weighted index of common stocks. To measure how Class
B's performance stacked up against its peers, you can compare it to
the equity 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
219 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 NOVEMBER 30, 1998             PAST 1  PAST 5  PAST 10  
                                            YEAR    YEARS   YEARS    
 
FIDELITY ADV EQUITY INCOME - CL B           13.06%  17.90%  14.85%   
 
FIDELITY ADV EQUITY INCOME - CL B           8.06%   17.69%  14.85%   
 (INCL. CONTINGENT DEFERRED SALES CHARGE)                            
 
S&P 500                                     23.66%  22.98%  18.75%   
 
Equity Income Funds Average                 10.66%  16.40%  14.34%   
 
AVERAGE ANNUAL TOTAL RETURNS take Class B's cumulative return and
shows you what would have happened if Class B had performed at a
constant rate each year.
 
$10,000 OVER 10 YEARS
             FA Equity Income -CL B      S&P 500
             00180                       SP001
  1988/11/30      10000.00                    10000.00
  1988/12/31      10072.56                    10175.00
  1989/01/31      10718.01                    10919.81
  1989/02/28      10626.63                    10647.91
  1989/03/31      10837.88                    10896.00
  1989/04/30      11234.84                    11461.51
  1989/05/31      11503.66                    11925.70
  1989/06/30      11550.20                    11857.72
  1989/07/31      12279.68                    12928.47
  1989/08/31      12439.40                    13181.87
  1989/09/30      12278.95                    13127.82
  1989/10/31      11605.75                    12823.26
  1989/11/30      11758.20                    13084.85
  1989/12/31      11929.42                    13398.89
  1990/01/31      11175.07                    12499.82
  1990/02/28      11195.03                    12661.07
  1990/03/31      11195.03                    12996.59
  1990/04/30      10761.74                    12671.68
  1990/05/31      11470.41                    13907.16
  1990/06/30      11419.57                    13812.60
  1990/07/31      11235.55                    13768.40
  1990/08/31      10382.34                    12523.73
  1990/09/30       9597.21                    11913.83
  1990/10/31       9379.09                    11862.60
  1990/11/30      10005.76                    12628.92
  1990/12/31      10226.04                    12981.27
  1991/01/31      10746.37                    13547.25
  1991/02/28      11514.73                    14515.88
  1991/03/31      11698.49                    14867.16
  1991/04/30      11698.22                    14902.84
  1991/05/31      12338.87                    15546.65
  1991/06/30      11772.54                    14834.61
  1991/07/31      12416.81                    15525.90
  1991/08/31      12679.79                    15893.87
  1991/09/30      12614.10                    15628.44
  1991/10/31      12824.27                    15837.86
  1991/11/30      12304.22                    15199.60
  1991/12/31      13274.40                    16938.43
  1992/01/31      13408.03                    16623.37
  1992/02/29      13822.28                    16839.48
  1992/03/31      13597.71                    16511.11
  1992/04/30      14082.36                    16996.54
  1992/05/31      14206.67                    17079.82
  1992/06/30      14048.50                    16825.33
  1992/07/31      14413.39                    17513.49
  1992/08/31      14071.21                    17154.46
  1992/09/30      14163.17                    17356.88
  1992/10/31      14347.17                    17417.63
  1992/11/30      14853.63                    18011.57
  1992/12/31      15223.53                    18233.11
  1993/01/31      15698.30                    18386.27
  1993/02/28      16104.76                    18636.33
  1993/03/31      16627.81                    19029.55
  1993/04/30      16546.30                    18569.04
  1993/05/31      16803.25                    19066.69
  1993/06/30      16967.47                    19121.98
  1993/07/31      17202.40                    19045.49
  1993/08/31      17802.74                    19767.32
  1993/09/30      17684.76                    19615.11
  1993/10/31      17897.12                    20021.14
  1993/11/30      17531.39                    19830.94
  1993/12/31      17967.91                    20070.89
  1994/01/31      18793.75                    20753.30
  1994/02/28      18298.24                    20190.89
  1994/03/31      17514.69                    19310.57
  1994/04/30      18119.46                    19557.74
  1994/05/31      18238.04                    19878.49
  1994/06/30      18117.80                    19391.47
  1994/07/31      18737.21                    20027.51
  1994/08/31      19713.98                    20848.63
  1994/09/30      19379.38                    20337.84
  1994/10/31      19738.26                    20795.44
  1994/11/30      19068.36                    20038.07
  1994/12/31      19116.47                    20335.24
  1995/01/31      19385.37                    20862.53
  1995/02/28      20057.62                    21675.54
  1995/03/31      20719.11                    22315.19
  1995/04/30      21259.82                    22972.37
  1995/05/31      21837.40                    23890.58
  1995/06/30      22132.79                    24445.56
  1995/07/31      22934.25                    25256.17
  1995/08/31      23193.19                    25319.56
  1995/09/30      23895.81                    26388.05
  1995/10/31      23611.63                    26293.84
  1995/11/30      24587.73                    27448.14
  1995/12/31      25225.40                    27976.80
  1996/01/31      25949.26                    28929.13
  1996/02/29      26038.13                    29197.30
  1996/03/31      26216.20                    29478.47
  1996/04/30      26381.72                    29912.98
  1996/05/31      26572.71                    30684.44
  1996/06/30      26407.31                    30801.34
  1996/07/31      25399.49                    29440.54
  1996/08/31      25884.26                    30061.44
  1996/09/30      26790.18                    31753.30
  1996/10/31      27327.26                    32629.06
  1996/11/30      29066.38                    35095.49
  1996/12/31      28757.61                    34400.24
  1997/01/31      29705.23                    36549.57
  1997/02/28      29915.81                    36836.12
  1997/03/31      28716.34                    35322.52
  1997/04/30      29915.60                    37431.28
  1997/05/31      31655.19                    39710.10
  1997/06/30      33183.42                    41489.11
  1997/07/31      35573.47                    44790.40
  1997/08/31      34134.16                    42281.24
  1997/09/30      35916.86                    44596.98
  1997/10/31      34331.13                    43107.44
  1997/11/30      35322.21                    45102.89
  1997/12/31      36019.08                    45877.30
  1998/01/31      35905.69                    46384.71
  1998/02/28      38421.92                    49729.97
  1998/03/31      40146.96                    52276.64
  1998/04/30      40316.72                    52802.54
  1998/05/31      39934.77                    51894.87
  1998/06/30      40387.94                    54002.84
  1998/07/31      39750.91                    53427.71
  1998/08/31      33762.79                    45703.13
  1998/09/30      35376.49                    48630.87
  1998/10/31      38265.53                    52586.51
  1998/11/30      39936.63                    55773.78
IMATRL PRASUN   SHR__CHT 19981130 19981223 142542 R00000000000123
 
$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity Advisor Equity Income Fund - Class B on November
30, 1988. As the chart shows, by November 30, 1998, the value of the
investment, would have been $39,937 - a 299.37% increase on the
initial investment. For comparison, look at how the Standard & Poor's
500 Index did over the same period. With dividends, and capital gains,
if any, reinvested, the same $10,000 investment would have grown to
$55,774 - a 457.74% increase.
 
UNDERSTANDING
PERFORMANCE
How a fund did yesterday is 
no guarantee of how it will do 
tomorrow. The stock market, 
for example, has a history of 
long-term growth and 
short-term volatility. In turn, the 
share price and return of a 
fund that invests in stocks will 
vary. That means if you sell 
your shares during a market 
downturn, you might lose 
money. But if you can ride out 
the market's ups and downs, 
you may have a gain.
(checkmark)
 
FIDELITY ADVISOR EQUITY INCOME FUND - CLASS C
PERFORMANCE: THE BOTTOM LINE
 
 
There are several ways to evaluate historical performance. You can
look at the total percentage change in value, the average annual
percentage change or the growth of a hypothetical $10,000 investment.
Total return reflects the change in the value of an investment,
assuming reinvestment of the class' dividend income and capital gains
(the profits earned upon the sale of securities that have grown in
value). The initial offering of Class C shares took place on November
3, 1997. Class C shares bear a 1.00% 12b-1 fee that is reflected in
returns after November 3, 1997. Returns between June 30, 1994 (the
date Class B shares were first offered) and November 3, 1997 are those
of Class B shares and reflect Class B shares' 1.00% 12b-1 fee. Returns
between September 10, 1992 (the date Class T shares were first
offered) and June 30, 1994 are those of Class T shares, and reflect
Class T shares' prior 0.65% 12b-1 fee. Returns prior to September 10,
1992 are those of the Institutional Class, the original class of the
fund which does not bear a 12b-1 fee. Had Class C shares' 12b-1 fee
been reflected, returns prior to June 30, 1994 would have been lower.
Class C shares' contingent deferred sales charge included in the past
one year, past five years and past 10 years total return figures are
1%, 0% and 0%, respectively. If Fidelity had not reimbursed certain
class expenses, the past five year and past 10 year total returns
would have been lower.
 
CUMULATIVE TOTAL RETURNS
PERIODS ENDED NOVEMBER 30, 1998            PAST 1  PAST 5   PAST 10  
                                           YEAR    YEARS    YEARS    
 
FIDELITY ADV EQUITY INCOME - CL C          12.90%  127.55%  298.92%  
 
FIDELITY ADV EQUITY INCOME - CL C          11.90%  127.55%  298.92%  
 (INCL. CONTINGENT DEFERRED SALES CHARGE)                            
 
S&P 500                                    23.66%  181.25%  457.74%  
 
Equity Income Funds Average                10.66%  114.51%  285.26%  
 
CUMULATIVE TOTAL RETURNS show Class C's performance in percentage
terms over a set period - in this case, one year, five years or 10
years. 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 Class C's returns to the performance of the
Standard & Poor's 500 Index - a widely recognized, market
capitalization-weighted index of common stocks. To measure how Class
C's performance stacked up against its peers, you can compare it to
the equity 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
219 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 NOVEMBER 30, 1998             PAST 1  PAST 5  PAST 10  
                                            YEAR    YEARS   YEARS    
 
FIDELITY ADV EQUITY INCOME - CL C           12.90%  17.87%  14.84%   
 
FIDELITY ADV EQUITY INCOME - CL C           11.90%  17.87%  14.84%   
 (INCL. CONTINGENT DEFERRED SALES CHARGE)                            
 
S&P 500                                     23.66%  22.98%  18.75%   
 
Equity Income Funds Average                 10.66%  16.40%  14.34%   
 
AVERAGE ANNUAL TOTAL RETURNS take Class C's cumulative return and
shows you what would have happened if Class C had performed at a
constant rate each year.
 
$10,000 OVER 10 YEARS
             FA Equity Income -CL C      S&P 500
             00480                       SP001
  1988/11/30      10000.00                    10000.00
  1988/12/31      10072.56                    10175.00
  1989/01/31      10718.01                    10919.81
  1989/02/28      10626.63                    10647.91
  1989/03/31      10837.88                    10896.00
  1989/04/30      11234.84                    11461.51
  1989/05/31      11503.66                    11925.70
  1989/06/30      11550.20                    11857.72
  1989/07/31      12279.68                    12928.47
  1989/08/31      12439.40                    13181.87
  1989/09/30      12278.95                    13127.82
  1989/10/31      11605.75                    12823.26
  1989/11/30      11758.20                    13084.85
  1989/12/31      11929.42                    13398.89
  1990/01/31      11175.07                    12499.82
  1990/02/28      11195.03                    12661.07
  1990/03/31      11195.03                    12996.59
  1990/04/30      10761.74                    12671.68
  1990/05/31      11470.41                    13907.16
  1990/06/30      11419.57                    13812.60
  1990/07/31      11235.55                    13768.40
  1990/08/31      10382.34                    12523.73
  1990/09/30       9597.21                    11913.83
  1990/10/31       9379.09                    11862.60
  1990/11/30      10005.76                    12628.92
  1990/12/31      10226.04                    12981.27
  1991/01/31      10746.37                    13547.25
  1991/02/28      11514.73                    14515.88
  1991/03/31      11698.49                    14867.16
  1991/04/30      11698.22                    14902.84
  1991/05/31      12338.87                    15546.65
  1991/06/30      11772.54                    14834.61
  1991/07/31      12416.81                    15525.90
  1991/08/31      12679.79                    15893.87
  1991/09/30      12614.10                    15628.44
  1991/10/31      12824.27                    15837.86
  1991/11/30      12304.22                    15199.60
  1991/12/31      13274.40                    16938.43
  1992/01/31      13408.03                    16623.37
  1992/02/29      13822.28                    16839.48
  1992/03/31      13597.71                    16511.11
  1992/04/30      14082.36                    16996.54
  1992/05/31      14206.67                    17079.82
  1992/06/30      14048.50                    16825.33
  1992/07/31      14413.39                    17513.49
  1992/08/31      14071.21                    17154.46
  1992/09/30      14163.17                    17356.88
  1992/10/31      14347.17                    17417.63
  1992/11/30      14853.63                    18011.57
  1992/12/31      15223.53                    18233.11
  1993/01/31      15698.30                    18386.27
  1993/02/28      16104.76                    18636.33
  1993/03/31      16627.81                    19029.55
  1993/04/30      16546.30                    18569.04
  1993/05/31      16803.25                    19066.69
  1993/06/30      16967.47                    19121.98
  1993/07/31      17202.40                    19045.49
  1993/08/31      17802.74                    19767.32
  1993/09/30      17684.76                    19615.11
  1993/10/31      17897.12                    20021.14
  1993/11/30      17531.39                    19830.94
  1993/12/31      17967.91                    20070.89
  1994/01/31      18793.75                    20753.30
  1994/02/28      18298.24                    20190.89
  1994/03/31      17514.69                    19310.57
  1994/04/30      18119.46                    19557.74
  1994/05/31      18238.04                    19878.49
  1994/06/30      18117.80                    19391.47
  1994/07/31      18737.21                    20027.51
  1994/08/31      19713.98                    20848.63
  1994/09/30      19379.38                    20337.84
  1994/10/31      19738.26                    20795.44
  1994/11/30      19068.36                    20038.07
  1994/12/31      19116.47                    20335.24
  1995/01/31      19385.37                    20862.53
  1995/02/28      20057.62                    21675.54
  1995/03/31      20719.11                    22315.19
  1995/04/30      21259.82                    22972.37
  1995/05/31      21837.40                    23890.58
  1995/06/30      22132.79                    24445.56
  1995/07/31      22934.25                    25256.17
  1995/08/31      23193.19                    25319.56
  1995/09/30      23895.81                    26388.05
  1995/10/31      23611.63                    26293.84
  1995/11/30      24587.73                    27448.14
  1995/12/31      25225.40                    27976.80
  1996/01/31      25949.26                    28929.13
  1996/02/29      26038.13                    29197.30
  1996/03/31      26216.20                    29478.47
  1996/04/30      26381.72                    29912.98
  1996/05/31      26572.71                    30684.44
  1996/06/30      26407.31                    30801.34
  1996/07/31      25399.49                    29440.54
  1996/08/31      25884.26                    30061.44
  1996/09/30      26790.18                    31753.30
  1996/10/31      27327.26                    32629.06
  1996/11/30      29066.38                    35095.49
  1996/12/31      28757.61                    34400.24
  1997/01/31      29705.23                    36549.57
  1997/02/28      29915.81                    36836.12
  1997/03/31      28716.34                    35322.52
  1997/04/30      29915.60                    37431.28
  1997/05/31      31655.19                    39710.10
  1997/06/30      33183.42                    41489.11
  1997/07/31      35573.47                    44790.40
  1997/08/31      34134.16                    42281.24
  1997/09/30      35916.86                    44596.98
  1997/10/31      34331.13                    43107.44
  1997/11/30      35334.48                    45102.89
  1997/12/31      36029.52                    45877.30
  1998/01/31      35916.46                    46384.71
  1998/02/28      38425.53                    49729.97
  1998/03/31      40146.15                    52276.64
  1998/04/30      40301.42                    52802.54
  1998/05/31      39920.29                    51894.87
  1998/06/30      40358.61                    54002.84
  1998/07/31      39722.71                    53427.71
  1998/08/31      33731.09                    45703.13
  1998/09/30      35342.05                    48630.87
  1998/10/31      38224.80                    52586.51
  1998/11/30      39892.28                    55773.78
IMATRL PRASUN   SHR__CHT 19981130 19981223 142716 R00000000000123
 
$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity Advisor Equity Income Fund - Class C on November
30, 1988. As the chart shows, by November 30, 1998, the value of the
investment, would have been $39,892 - a 298.92% increase on the
initial investment. For comparison, look at how the Standard & Poor's
500 Index did over the same period. With dividends and capital gains,
if any, reinvested, the same $10,000 investment would have grown to
$55,774 - a 457.74% increase.
 
UNDERSTANDING
PERFORMANCE
How a fund did yesterday is 
no guarantee of how it will do 
tomorrow. The stock market, 
for example, has a history of 
long-term growth and 
short-term volatility. In turn, the 
share price and return of a 
fund that invests in stocks will 
vary. That means if you sell 
your shares during a market 
downturn, you might lose 
money. But if you can ride out 
the market's ups and downs, 
you may have a gain.
(checkmark)
 
FUND TALK: THE MANAGER'S OVERVIEW
 
 
 
MARKET RECAP
When the final bell of the U.S. stock 
market sounded on Monday, 
November 23, 1998, the Dow 
Jones Industrial Average stood at a 
record high of 9374.27, serving 
notice that the bleak economic 
outlook from just a few short 
months earlier would not keep 
positive investor sentiment down. 
For the 12-month period ended 
November 30, 1998, the Dow - 
an index of 30 blue-chip stocks - 
returned 18.56%. What caused the 
turnaround from the doldrums of 
equity performance during the 
summer and early fall? A variety of 
factors: The economic problems in 
Russia, Brazil and other emerging 
markets began to dissipate; Asian 
markets began to rebound; and, 
perhaps most importantly, three 
interest-rate cuts late in the period 
by the Federal Reserve Board 
helped stem the tide of a slowing 
U.S. economy. All these factors 
culminated in the Dow reaching its 
record high late in November, a 
peak that outpaced the previous 
record set in July by nearly 40 points. 
Small-cap stock performance was 
still a far cry behind their large-cap 
brethren. For the period, the Russell 
2000 Index - a popular measure 
of small-cap stock performance - 
returned -6.62%, significantly 
trailing the large-cap weighted 
Standard & Poor's 500 Index's 
return of 23.66%. Despite the late 
rally in the equity market, this kind 
of volatility has characterized the 
entire year, and when it will level 
off is impossible to predict.
 
An interview with Bob Chow, Portfolio Manager of Fidelity Advisor
Equity Income Fund
Q. HOW DID THE FUND PERFORM, BOB?
A. For the 12 months that ended November 30, 1998, the fund's Class A,
T, B and C shares returned 13.82%, 13.63% 13.06% and 12.90%,
respectively. During the same period, the Standard & Poor's 500 Index
returned 23.66%, while the equity income funds average returned
10.66%, according to Lipper Analytical Services. 
Q. WHAT CAUSED THE FUND TO TRAIL THE INDEX YET BEAT THE LIPPER
AVERAGE?
A. The overall story was the same as we've seen the past few periods
regarding the performance of the S&P 500 index. The market continues
to favor the big growth stocks in the technology and pharmaceutical
sectors. Given the fund's objective to achieve a high dividend yield
and my conservative investment style, growth stocks are not the
primary focus for the fund. In my search for undervalued stocks, I
found the best deals in the financial, energy and utilities
industries. While these sectors underperformed the S&P 500 index, they
were top sectors for the fund and represented about 38% of the fund's
investments at the end of the period. With regard to the equity income
fund average, it is always difficult to know where my competitors are
investing. However, many equity income funds tend to have a higher
fixed-income exposure than Fidelity Advisor Equity Income Fund, which
hurt their performance. 
Q. THE FUND'S SECTOR WEIGHTINGS REMAINED RELATIVELY STABLE OVER THE
PAST SIX MONTHS. WHY DID YOU MAINTAIN THESE ALLOCATIONS?
A. The fund's sector weightings will not change very much over time
unless there is a serious valuation shift, where one sector becomes
much cheaper than others. While this has started to happen in certain
sectors during the recent stock rally, I am comfortable with the
fund's current allocation. In addition, the turnover - or the amount
of trading in the fund - tends to be on the moderate side, which also
minimizes fluctuations in the sector weightings. 
Q. WHAT STOCKS PERFORMED WELL FOR THE FUND?
A. Fleet Financial performed very well at the end of the period. It
was an example of a financial stock that was hammered along with the
rest of its sector when concerns were heightened regarding exposure to
emerging markets and troubled hedge funds. However, the stock rallied
significantly toward the end of the period as investors realized
Fleet's fundamental business outlook was solid. U.S. WEST also was a
good contributor during the period. Of all the regional Bell operating
companies, U.S. WEST was the least loved, primarily because the
western and mid-western region it serves is not seen as a high growth
area. The company's stock price, however, was well below comparable
telecommunications companies and the stock rallied as a result. 
Q. WHICH STOCKS HURT PERFORMANCE?
A. PMI Group was the worst detractor from performance. The company is
a mortgage insurance provider that looked undervalued relative to its
competitors, and the stock ended up as one of the fund's top holdings.
Unfortunately, Freddie Mac, a large mortgage underwriter, announced
that it was looking to move into the mortgage insurance area. After
this news, PMI Group's stock took a nose dive. The fund's position in
Citigroup also hurt performance. This company was an example of
another financial stock that suffered after negative news regarding
its exposure to emerging markets and a troubled hedge fund. However, I
still had confidence in the company's ability to penetrate new markets
and grow revenues, and the stock was still a top holding at period's
end. 
Q. WHAT'S YOUR OUTLOOK, BOB? 
A. Looking at the big picture, my outlook is positive. With interest
rates declining worldwide and central banks working in unison to
reduce the impact of the Asian crisis, global stock markets have more
reason to react positively. In the U.S., we have a demographic
phenomenon where baby boomers are saving record amounts of money for
retirement, providing a solid backdrop for growth in stocks. I don't
see this trend reversing until the baby boomers start to retire and
begin to take money out of the market. On a short-term basis, I'm
somewhat concerned with the amount of speculative buying and rampant
optimism we've seen in the market. Normally, this spells trouble for
stocks on a short-term basis. 
 
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.
 
BOB CHOW ON REDUCING THE 
TOTAL NUMBER OF HOLDINGS IN 
THE FUND:
"When I became portfolio manager 
in 1996, there were well over 200 
holdings in the fund. Since then, 
I've always felt the ideal number 
should be closer to125. From my 
perspective, this is a more 
manageable number of companies 
to follow and it allows me to keep a 
closer eye on each holding. The 
problem is, in order to get down to 
that number you have to increase 
the average size of each stock in 
the portfolio. With stock prices 
high during much of this time 
period, I had to pick my 
opportunities carefully, taking 
advantage of strength in the 
market to sell certain holdings 
and weakness to increase 
investments. 
"Good examples of this strategy are 
recent purchases of Pepsi, 
Kimberly-Clark and Bowater. Six 
months ago, none of these stocks 
was in the portfolio and now they 
represent approximately 5% of the 
fund's investments. As prices 
dropped down to reasonable levels 
for these stocks, I was able to 
acquire top-quality companies that 
met the fund's value criteria. As a 
result, over time I've been able to 
position the fund with strong 
companies at reasonable prices. 
Another factor that helped reduce 
the total holdings was the high 
number of mergers and 
acquisitions among the fund's 
positions."
 
FUND FACTS
GOAL: seeks to maintain a 
yield that exceeds the 
composite dividend yield of 
the S&P 500; also considers 
the potential for achieving 
capital appreciation
START DATE: April 25, 1983
SIZE: as of November 30, 
1998, more than $4.1 billion
MANAGER: Robert Chow, since 
1996; joined Fidelity in 1989
(checkmark)
 
 
INVESTMENT CHANGES 
 
 
 
 
TOP TEN STOCKS AS OF NOVEMBER 30, 1998                                         
 
                                        % OF FUND'S   % OF FUND'S INVESTMENTS  
                                        INVESTMENTS   IN THESE STOCKS          
                                                      6 MONTHS AGO             
 
Fleet Financial Group, Inc.              3.3           2.3                     
 
General Electric Co.                     2.6           1.3                     
 
International Business Machines Corp.    2.5           1.8                     
 
Philip Morris Companies, Inc.            2.3           1.7                     
 
Citigroup, Inc.                          2.1           3.1                     
 
PMI Group, Inc.                          2.0           2.8                     
 
AT&T Corp.                               2.0           1.0                     
 
British Petroleum Co. PLC ADR            1.9           1.8                     
 
U.S. WEST, Inc.                          1.8           1.7                     
 
Bristol-Myers Squibb Co.                 1.8           1.1                     
 
 
<TABLE>
<CAPTION>
<S>                                              <C>           <C>                      
TOP FIVE MARKET SECTORS AS OF NOVEMBER 30, 1998                                         
 
                                                 % OF FUND'S   % OF FUND'S INVESTMENTS  
                                                 INVESTMENTS   IN THESE MARKET SECTORS  
                                                               6 MONTHS AGO             
 
FINANCE                                           18.5          19.4                    
 
ENERGY                                            10.1          8.5                     
 
UTILITIES                                         9.0           6.1                     
 
TECHNOLOGY                                        8.5           8.8                     
 
BASIC INDUSTRIES                                  7.7           6.2                     
 
</TABLE>
 
ASSET ALLOCATION (% OF FUND'S INVESTMENTS)               
 
AS OF NOVEMBER 30, 1998 * AS OF MAY 31, 1998 ** 
ROW: 1, COL: 1, VALUE: 5.9
ROW: 1, COL: 2, VALUE: 94.09999999999999
STOCKS 95.7%
SHORT-TERM
INVESTMENTS 4.3%
FOREIGN
INVESTMENTS 8.0%
 
STOCKS 94.1%
SHORT-TERM
INVESTMENTS 5.9%
FOREIGN
INVESTMENTS 6.0%
ROW: 1, COL: 1, VALUE: 4.3
ROW: 1, COL: 2, VALUE: 95.7
*
**
 
 
INVESTMENTS NOVEMBER 30, 1998
 
SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES
 
 
 
<TABLE>
<CAPTION>
<S>                                          <C>         <C>         <C>              
COMMON STOCKS - 94.1%                                                                 
 
                                             SHARES                  VALUE (NOTE 1)   
                                                                     (000S)           
 
AEROSPACE & DEFENSE - 2.6%                                                            
 
AEROSPACE & DEFENSE - 1.6%                                                            
 
AlliedSignal, Inc.                            280,000                $ 12,320         
 
GenCorp, Inc.                                 800,000                 19,700          
 
Lockheed Martin Corp.                         160,000                 16,600          
 
United Technologies Corp.                     180,000                 19,294          
 
                                                                      67,914          
 
DEFENSE ELECTRONICS - 1.0%                                                            
 
Litton Industries, Inc. (a)                   540,000                 33,041          
 
Raytheon Co. Class B                          130,000                 7,199           
 
                                                                      40,240          
 
TOTAL AEROSPACE & DEFENSE                                             108,154         
 
BASIC INDUSTRIES - 7.7%                                                               
 
CHEMICALS & PLASTICS - 1.6%                                                           
 
BASF AG                                       400,000                 15,124          
 
Cytec Industries, Inc. (a)                    400,000                 9,025           
 
du Pont (E.I.) de Nemours & Co.               220,000                 12,925          
 
Ferro Corp.                                   650,000                 18,159          
 
Monsanto Co.                                  40,000                  1,813           
 
W.R. Grace & Co.                              400,000                 6,600           
 
                                                                      63,646          
 
IRON & STEEL - 0.4%                                                                   
 
Nucor Corp.                                   370,000                 15,540          
 
METALS & MINING - 1.1%                                                                
 
Aluminum Co. of America                       600,000                 44,475          
 
PAPER & FOREST PRODUCTS - 4.6%                                                        
 
Bowater, Inc.                                 1,700,000               67,150          
 
Chesapeake Corp.                              750,000                 26,016          
 
Georgia-Pacific Corp.                         320,000                 18,160          
 
Kimberly-Clark Corp.                          1,200,000               63,150          
 
Pentair, Inc.                                 400,000                 15,075          
 
                                                                      189,551         
 
TOTAL BASIC INDUSTRIES                                                313,212         
 
COMMON STOCKS - CONTINUED                                                             
 
                                             SHARES                  VALUE (NOTE 1)   
                                                                     (000S)           
 
CONSTRUCTION & REAL ESTATE - 2.3%                                                     
 
BUILDING MATERIALS - 1.6%                                                             
 
American Standard Companies, Inc. (a)         280,000                $ 9,590          
 
CalMat Co.                                    220,000                 6,765           
 
Masco Corp.                                   400,000                 11,550          
 
Sherwin-Williams Co.                          200,000                 5,675           
 
USG Corp.                                     580,000                 28,674          
 
York International Corp.                      140,000                 5,880           
 
                                                                      68,134          
 
CONSTRUCTION - 0.4%                                                                   
 
Centex Corp.                                  220,000                 7,851           
 
Lennar Corp.                                  350,000                 7,788           
 
                                                                      15,639          
 
REAL ESTATE INVESTMENT TRUSTS - 0.3%                                                  
 
Duke Realty Investments, Inc.                 223,672                 5,075           
 
Public Storage, Inc.                          240,000                 6,375           
 
                                                                      11,450          
 
TOTAL CONSTRUCTION & REAL ESTATE                                      95,223          
 
DURABLES - 6.0%                                                                       
 
AUTOS, TIRES, & ACCESSORIES - 3.4%                                                    
 
DaimlerChrysler AG                            140,000                 12,836          
 
Ford Motor Co.                                750,000                 41,438          
 
ITT Industries, Inc.                          450,000                 16,200          
 
Snap-On, Inc.                                 191,600                 6,514           
 
TRW, Inc.                                     1,100,000               60,569          
 
                                                                      137,557         
 
CONSUMER DURABLES - 0.4%                                                              
 
Minnesota Mining & Manufacturing Co.          230,000                 18,472          
 
CONSUMER ELECTRONICS - 0.8%                                                           
 
Black & Decker Corp.                          150,000                 8,128           
 
Electrolux AB                                 800,000                 12,178          
 
Maytag Corp.                                  240,000                 12,990          
 
                                                                      33,296          
 
COMMON STOCKS - CONTINUED                                                             
 
                                             SHARES                  VALUE (NOTE 1)   
                                                                     (000S)           
 
DURABLES - CONTINUED                                                                  
 
HOME FURNISHINGS - 0.8%                                                               
 
Leggett & Platt, Inc.                         1,038,100              $ 23,552         
 
Miller (Herman), Inc.                         500,000                 10,625          
 
                                                                      34,177          
 
TEXTILES & APPAREL - 0.6%                                                             
 
Dexter Corp.                                  600,000                 19,238          
 
NIKE, Inc. Class B                            120,000                 4,800           
 
                                                                      24,038          
 
TOTAL DURABLES                                                        247,540         
 
ENERGY - 10.1%                                                                        
 
ENERGY SERVICES - 0.7%                                                                
 
Halliburton Co.                               200,000                 5,875           
 
Helmerich & Payne, Inc.                       240,000                 4,140           
 
Schlumberger Ltd.                             440,000                 19,663          
 
                                                                      29,678          
 
OIL & GAS - 9.4%                                                                      
 
Amerada Hess Corp.                            500,000                 27,750          
 
Apache Corp.                                  650,000                 14,950          
 
British Petroleum Co. PLC ADR                 847,253                 78,053          
 
Burlington Resources, Inc.                    300,000                 10,688          
 
Chevron Corp.                                 630,000                 52,684          
 
Elf Aquitaine                                 350,000                 43,575          
 
Exxon Corp.                                   400,000                 30,025          
 
Texaco, Inc.                                  920,000                 52,958          
 
Tosco Corp.                                   400,000                 10,450          
 
Total SA sponsored ADR                        500,000                 30,563          
 
USX-Marathon Group                            1,100,000               31,213          
 
                                                                      382,909         
 
TOTAL ENERGY                                                          412,587         
 
COMMON STOCKS - CONTINUED                                                             
 
                                             SHARES                  VALUE (NOTE 1)   
                                                                     (000S)           
 
FINANCE - 18.5%                                                                       
 
BANKS - 3.2%                                                                          
 
Bank of New York Co., Inc.                    2,040,000              $ 69,870         
 
Comerica, Inc.                                500,000                 32,250          
 
Wells Fargo & Co.                             800,000                 28,800          
 
                                                                      130,920         
 
CREDIT & OTHER FINANCE - 7.1%                                                         
 
American Express Co.                          500,000                 50,031          
 
Citigroup, Inc.                               1,700,000               85,319          
 
Fleet Financial Group, Inc.                   3,200,000               133,383         
 
Household International, Inc.                 514,300                 20,122          
 
                                                                      288,855         
 
FEDERAL SPONSORED CREDIT - 2.3%                                                       
 
Fannie Mae                                    760,000                 55,290          
 
Freddie Mac                                   650,000                 39,325          
 
                                                                      94,615          
 
INSURANCE - 5.1%                                                                      
 
Allstate Corp.                                620,000                 25,265          
 
American International Group, Inc.            200,000                 18,800          
 
Chubb Corp. (The)                             200,000                 14,013          
 
General Re Corp.                              50,000                  11,675          
 
Hartford Financial Services Group, Inc.       600,000                 33,113          
 
Loews Corp.                                   90,000                  9,000           
 
PMI Group, Inc.                               1,490,000               81,484          
 
PXRE Corp.                                    660,000                 14,644          
 
                                                                      207,994         
 
SECURITIES INDUSTRY - 0.8%                                                            
 
Lehman Brothers Holdings, Inc.                700,000                 34,956          
 
TOTAL FINANCE                                                         757,340         
 
HEALTH - 6.2%                                                                         
 
DRUGS & PHARMACEUTICALS - 4.4%                                                        
 
American Home Products Corp.                  850,000                 45,263          
 
Bristol-Myers Squibb Co.                      600,000                 73,538          
 
Merck & Co., Inc.                             400,000                 61,950          
 
                                                                      180,751         
 
COMMON STOCKS - CONTINUED                                                             
 
                                             SHARES                  VALUE (NOTE 1)   
                                                                     (000S)           
 
HEALTH - CONTINUED                                                                    
 
MEDICAL EQUIPMENT & SUPPLIES - 1.8%                                                   
 
Allegiance Corp.                              380,000                $ 15,319         
 
Johnson & Johnson                             700,000                 56,875          
 
                                                                      72,194          
 
TOTAL HEALTH                                                          252,945         
 
HOLDING COMPANIES - 0.3%                                                              
 
PartnerRe Ltd.                                250,000                 11,063          
 
INDUSTRIAL MACHINERY & EQUIPMENT - 6.3%                                               
 
ELECTRICAL EQUIPMENT - 3.0%                                                           
 
Emerson Electric Co.                          230,000                 14,950          
 
General Electric Co.                          1,200,000               108,600         
 
                                                                      123,550         
 
INDUSTRIAL MACHINERY & EQUIPMENT - 2.0%                                               
 
Applied Industrial Technologies, Inc.         328,900                 4,605           
 
Caterpillar, Inc.                             420,000                 20,764          
 
Ingersoll-Rand Co.                            200,000                 9,362           
 
Tyco International Ltd.                       460,000                 30,274          
 
UNOVA, Inc.                                   1,000,000               16,938          
 
                                                                      81,943          
 
POLLUTION CONTROL - 1.3%                                                              
 
Browning-Ferris Industries, Inc.              850,000                 25,075          
 
Waste Management, Inc.                        600,000                 25,725          
 
                                                                      50,800          
 
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT                                256,293         
 
MEDIA & LEISURE - 0.1%                                                                
 
PUBLISHING - 0.1%                                                                     
 
Knight-Ridder, Inc.                           120,000                 6,173           
 
NONDURABLES - 7.4%                                                                    
 
BEVERAGES - 2.8%                                                                      
 
Anheuser-Busch Companies, Inc.                580,000                 35,163          
 
PepsiCo, Inc.                                 1,600,000               61,900          
 
Whitman Corp.                                 700,000                 15,838          
 
                                                                      112,901         
 
COMMON STOCKS - CONTINUED                                                             
 
                                             SHARES                  VALUE (NOTE 1)   
                                                                     (000S)           
 
NONDURABLES - CONTINUED                                                               
 
FOODS - 0.8%                                                                          
 
Heinz (H.J.) Co.                              290,000                $ 16,911         
 
Lance, Inc.                                   700,000                 13,781          
 
                                                                      30,692          
 
HOUSEHOLD PRODUCTS - 1.5%                                                             
 
Church & Dwight Co., Inc.                     780,000                 26,959          
 
Procter & Gamble Co.                          150,000                 13,144          
 
Unilever NV (NY shares)                       300,000                 23,194          
 
                                                                      63,297          
 
TOBACCO - 2.3%                                                                        
 
Philip Morris Companies, Inc.                 1,700,000               95,094          
 
TOTAL NONDURABLES                                                     301,984         
 
RETAIL & WHOLESALE - 5.8%                                                             
 
APPAREL STORES - 0.2%                                                                 
 
TJX Companies, Inc.                           360,000                 9,225           
 
DRUG STORES - 0.9%                                                                    
 
CVS Corp.                                     200,000                 9,875           
 
Rite Aid Corp.                                570,000                 26,434          
 
                                                                      36,309          
 
GENERAL MERCHANDISE STORES - 3.8%                                                     
 
Consolidated Stores Corp. (a)                 800,000                 17,200          
 
Federated Department Stores, Inc. (a)         1,600,000               66,700          
 
Jo-Ann Stores, Inc. (a)                       470,000                 7,491           
 
May Department Stores Co. (The)               680,000                 41,013          
 
Wal-Mart Stores, Inc.                         300,000                 22,594          
 
                                                                      154,998         
 
GROCERY STORES - 0.4%                                                                 
 
Safeway, Inc. (a)                             320,000                 16,900          
 
RETAIL & WHOLESALE, MISCELLANEOUS - 0.5%                                              
 
Home Depot, Inc.                              440,000                 21,890          
 
TOTAL RETAIL & WHOLESALE                                              239,322         
 
COMMON STOCKS - CONTINUED                                                             
 
                                             SHARES                  VALUE (NOTE 1)   
                                                                     (000S)           
 
SERVICES - 1.9%                                                                       
 
PRINTING - 1.0%                                                                       
 
Donnelley (R.R.) & Sons Co.                   450,000                $ 19,097         
 
Reynolds & Reynolds Co. Class A               1,100,000               23,238          
 
                                                                      42,335          
 
SERVICES - 0.9%                                                                       
 
ACNielsen Corp. (a)                           1,000,000               27,563          
 
Dun & Bradstreet Corp.                        320,000                 9,660           
 
                                                                      37,223          
 
TOTAL SERVICES                                                        79,558          
 
TECHNOLOGY - 8.5%                                                                     
 
COMPUTER SERVICES & SOFTWARE - 1.2%                                                   
 
CompUSA, Inc. (a)                             600,000                 8,888           
 
Electronic Data Systems Corp.                 460,000                 17,940          
 
Wang Laboratories, Inc. (a)                   880,000                 22,440          
 
                                                                      49,268          
 
COMPUTERS & OFFICE EQUIPMENT - 5.6%                                                   
 
Apple Computer, Inc. (a)                      240,000                 7,665           
 
Compaq Computer Corp.                         440,000                 14,300          
 
International Business Machines Corp.         630,000                 103,950         
 
Pitney Bowes, Inc.                            1,200,000               67,200          
 
Unisys Corp. (a)                              1,300,000               37,050          
 
                                                                      230,165         
 
ELECTRONICS - 1.3%                                                                    
 
AMP, Inc.                                     366,345                 17,722          
 
Texas Instruments, Inc.                       460,000                 35,133          
 
                                                                      52,855          
 
PHOTOGRAPHIC EQUIPMENT - 0.4%                                                         
 
Eastman Kodak Co.                             200,000                 14,513          
 
TOTAL TECHNOLOGY                                                      346,801         
 
TRANSPORTATION - 1.4%                                                                 
 
AIR TRANSPORTATION - 0.2%                                                             
 
AMR Corp. (a)                                 120,000                 7,913           
 
COMMON STOCKS - CONTINUED                                                             
 
                                             SHARES                  VALUE (NOTE 1)   
                                                                     (000S)           
 
TRANSPORTATION - CONTINUED                                                            
 
RAILROADS - 0.7%                                                                      
 
Burlington Northern Santa Fe Corp.            720,000                $ 24,480         
 
Wisconsin Central Transportation Corp. (a)    120,000                 2,175           
 
                                                                      26,655          
 
TRUCKING & FREIGHT - 0.5%                                                             
 
Arnold Industries, Inc.                       620,000                 8,835           
 
Consolidated Freightways Corp. (a)            950,500                 11,941          
 
                                                                      20,776          
 
TOTAL TRANSPORTATION                                                  55,344          
 
UTILITIES - 9.0%                                                                      
 
ELECTRIC UTILITY - 0.6%                                                               
 
American Electric Power Co., Inc.             220,000                 10,203          
 
Entergy Corp.                                 480,000                 14,070          
 
                                                                      24,273          
 
TELEPHONE SERVICES - 8.4%                                                             
 
AT&T Corp.                                    1,300,000               81,006          
 
Bell Atlantic Corp.                           1,300,000               72,313          
 
BellSouth Corp.                               550,000                 47,988          
 
MCI WorldCom, Inc. (a)                        800,000                 47,200          
 
Sprint Corp.:                                 240,000                 17,460          
 (FON Group)                                                                          
 
 (PCS Group)                                  120,000                 1,920           
 
U.S. WEST, Inc.                               1,200,000               74,700          
 
                                                                      342,587         
 
TOTAL UTILITIES                                                       366,860         
 
TOTAL COMMON STOCKS                                                   3,850,399                   
(Cost $2,877,254)                                                                     
 
 
CONVERTIBLE PREFERRED STOCKS - 0.0%                                  
 
                                                SHARES                VALUE (NOTE 1)   
                                                                      (000S)           
 
MEDIA & LEISURE - 0.0%                                               
 
PUBLISHING - 0.0%                                                    
 
Taylor (J.N.) Holdings Ltd. 9.5% (a)            50,000                $ -              
(Cost $235)                                                          
 
CASH EQUIVALENTS - 5.9%                                                     
 
Taxable Central Cash Fund (b)           240,547,241                     240,547  
(Cost $240,547)                                                             
 
TOTAL INVESTMENT IN SECURITIES - 100%                                 $ 4,090,946            
(Cost $3,118,036)                                                           
</TABLE>
 
LEGEND
(a) Non-income producing
(b) At period end, the seven-day yield on the Taxable Central Cash
Fund was 4.81%. The yield refers to the income earned by investing in
the fund over the seven-day period, expressed as an annual percentage.
 
INCOME TAX INFORMATION
At November 30, 1998, the aggregate cost of investment securities for
income tax purposes was $3,119,706,000. Net unrealized appreciation
aggregated $971,240,000 of which $1,059,096,000 related to appreciated
investment securities and $87,856,000 related to depreciated
investment securities.
The fund hereby designates approximately $195,013,000 as a capital
gain dividend for the purpose of the dividend paid deduction.
 
FINANCIAL STATEMENTS
 
 
 
<TABLE>
<CAPTION>
<S>                                                                 <C>      <C>          
STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNTS)                       NOVEMBER 30, 1998                         
 
ASSETS                                                                                    
 
INVESTMENT IN SECURITIES, AT VALUE (COST $3,118,036) -                       $ 4,090,946  
SEE ACCOMPANYING SCHEDULE                                                                 
 
RECEIVABLE FOR INVESTMENTS SOLD                                               16,398      
 
RECEIVABLE FOR FUND SHARES SOLD                                               3,797       
 
DIVIDENDS RECEIVABLE                                                          6,875       
 
INTEREST RECEIVABLE                                                           899         
 
OTHER RECEIVABLES                                                             70          
 
 TOTAL ASSETS                                                                 4,118,985   
 
LIABILITIES                                                                               
 
PAYABLE FOR FUND SHARES REDEEMED                                    $ 6,000               
 
ACCRUED MANAGEMENT FEE                                               1,690                
 
DISTRIBUTION FEES PAYABLE                                            1,848                
 
OTHER PAYABLES AND ACCRUED EXPENSES                                  874                  
 
 TOTAL LIABILITIES                                                            10,412      
 
NET ASSETS                                                                   $ 4,108,573  
 
NET ASSETS CONSIST OF:                                                                    
 
PAID IN CAPITAL                                                              $ 2,910,192  
 
UNDISTRIBUTED NET INVESTMENT INCOME                                           4,229       
 
ACCUMULATED UNDISTRIBUTED NET REALIZED GAIN (LOSS) ON                         221,226     
INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS                                             
 
NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS                     972,926     
AND ASSETS AND LIABILITIES IN FOREIGN CURRENCIES                                          
 
NET ASSETS                                                                   $ 4,108,573  
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                                 <C>  <C>      
STATEMENT OF ASSETS AND LIABILITIES - CONTINUED
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNTS)                NOVEMBER 30, 1998                 
 
CALCULATION OF MAXIMUM OFFERING PRICE                                     $28.15  
CLASS A:                                                                          
NET ASSET VALUE AND REDEMPTION PRICE PER SHARE                                    
 ($65,436 (DIVIDED BY) 2,324.4 SHARES)                                            
 
MAXIMUM OFFERING PRICE PER SHARE (100/94.25 OF $28.15)                    $29.87  
 
CLASS T:                                                                  $28.35  
NET ASSET VALUE AND REDEMPTION PRICE PER SHARE                                    
 ($2,635,406 (DIVIDED BY) 92,944 SHARES)                                          
 
MAXIMUM OFFERING PRICE PER SHARE (100/96.50 OF $28.35)                    $29.38  
 
CLASS B:                                                                  $28.20  
NET ASSET VALUE AND OFFERING PRICE PER SHARE                                      
 ($877,573 (DIVIDED BY) 31,123 SHARES) A                                          
 
CLASS C:                                                                  $28.23  
NET ASSET VALUE AND OFFERING PRICE PER SHARE                                      
 ($37,014 (DIVIDED BY) 1,311 SHARES) A                                            
 
INSTITUTIONAL CLASS:                                                      $28.59  
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE                              
 PER SHARE ($493,144 (DIVIDED BY) 17,250 SHARES)                                  
 
</TABLE>
 
A REDEMPTION PRICE PER SHARE IS EQUAL TO NET ASSET VALUE LESS ANY
APPLICABLE CONTINGENT DEFERRED SALES CHARGE.
 
STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS                            YEAR ENDED NOVEMBER 30, 1998   
 
INVESTMENT INCOME                                                   $ 64,563   
DIVIDENDS                                                                      
 
INTEREST                                                             8,924     
 
 TOTAL INCOME                                                        73,487    
 
EXPENSES                                                                       
 
MANAGEMENT FEE                                            $ 19,202             
 
TRANSFER AGENT FEES                                        6,820               
 
DISTRIBUTION FEES                                          20,749              
 
ACCOUNTING FEES AND EXPENSES                               811                 
 
NON-INTERESTED TRUSTEES' COMPENSATION                      14                  
 
CUSTODIAN FEES AND EXPENSES                                84                  
 
REGISTRATION FEES                                          330                 
 
AUDIT                                                      74                  
 
LEGAL                                                      14                  
 
REPORTS TO SHAREHOLDERS                                    143                 
 
MISCELLANEOUS                                              10                  
 
 TOTAL EXPENSES BEFORE REDUCTIONS                          48,251              
 
 EXPENSE REDUCTIONS                                        (580)     47,671    
 
NET INVESTMENT INCOME                                                25,816    
 
REALIZED AND UNREALIZED GAIN (LOSS)                                            
NET REALIZED GAIN (LOSS) ON:                                                   
 
 INVESTMENT SECURITIES                                     223,179             
 
 FOREIGN CURRENCY TRANSACTIONS                             (43)      223,136   
 
CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON:                       
 
 INVESTMENT SECURITIES                                     212,032             
 
 ASSETS AND LIABILITIES IN FOREIGN CURRENCIES              15        212,047   
 
NET GAIN (LOSS)                                                      435,183   
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING                     $ 460,999  
FROM OPERATIONS                                                                
 
 
<TABLE>
<CAPTION>
<S>                                                      <C>           <C>           
STATEMENT OF CHANGES IN NET ASSETS
AMOUNTS IN THOUSANDS                                     YEAR ENDED    YEAR ENDED    
                                                         NOVEMBER 30,  NOVEMBER 30,  
                                                         1998          1997          
 
INCREASE (DECREASE) IN NET ASSETS                                                    
 
OPERATIONS                                               $ 25,816      $ 30,780      
NET INVESTMENT INCOME                                                                
 
 NET REALIZED GAIN (LOSS)                                 223,136       243,508      
 
 CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION)     212,047       326,758      
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING          460,999       601,046      
FROM OPERATIONS                                                                      
 
DISTRIBUTIONS TO SHAREHOLDERS                             (25,412)      (31,851)     
FROM NET INVESTMENT INCOME                                                           
 
 FROM NET REALIZED GAIN                                   (218,223)     (64,869)     
 
 TOTAL DISTRIBUTIONS                                      (243,635)     (96,720)     
 
SHARE TRANSACTIONS - NET INCREASE (DECREASE)              528,457       337,812      
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                 745,821       842,138      
 
NET ASSETS                                                                           
 
 BEGINNING OF PERIOD                                      3,362,752     2,520,614    
 
 END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT   $ 4,108,573   $ 3,362,752   
INCOME OF $4,229 AND $3,579, RESPECTIVELY)                                           
 
</TABLE>
 
 
 
<TABLE>
<CAPTION>
<S>                                                    <C>       <C>       <C>             
FINANCIAL HIGHLIGHTS - CLASS A
                                                        YEARS ENDED NOVEMBER 30,                
 
                                                       1998      1997      1996 F  
SELECTED PER-SHARE DATA                                                                    
 
NET ASSET VALUE, BEGINNING OF PERIOD                   $ 26.69   $ 22.78   $ 20.38         
 
INCOME FROM INVESTMENT OPERATIONS                                                          
 
 NET INVESTMENT INCOME E                                .24       .23       .06            
 
 NET REALIZED AND UNREALIZED GAIN (LOSS)                3.19      4.61      2.44           
 
 TOTAL FROM INVESTMENT OPERATIONS                       3.43      4.84      2.50           
 
LESS DISTRIBUTIONS                                                                         
 
 FROM NET INVESTMENT INCOME                             (.25)     (.34)     (.10)          
 
 FROM NET REALIZED GAIN                                 (1.72)    (.59)     -              
 
 TOTAL DISTRIBUTIONS                                    (1.97)    (.93)     (.10)          
 
NET ASSET VALUE, END OF PERIOD                         $ 28.15   $ 26.69   $ 22.78         
 
TOTAL RETURN B, C                                       13.82%    22.05%    12.31%         
 
RATIOS AND SUPPLEMENTAL DATA                                                               
 
NET ASSETS, END OF PERIOD (000 OMITTED)                $ 65,436  $ 25,659  $ 3,306         
 
RATIO OF EXPENSES TO AVERAGE NET ASSETS                 1.03%     1.26% G   1.46% A, D, G  
 
RATIO OF EXPENSES TO AVERAGE NET ASSETS AFTER           1.02% H   1.25% H   1.44% A, H     
EXPENSE REDUCTIONS                                                                         
 
RATIO OF NET INVESTMENT INCOME TO AVERAGE NET ASSETS    .89%      .93%      1.27% A        
 
PORTFOLIO TURNOVER                                      59%       55%       78%            
 
</TABLE>
 
A ANNUALIZED
B 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).
C TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR
PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
D LIMITED IN ACCORDANCE WITH A STATE EXPENSE LIMITATION.
E NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
F FOR THE PERIOD SEPTEMBER 3, 1996 (COMMENCEMENT OF SALE OF CLASS A
SHARES) TO NOVEMBER 30, 1996.
G FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
H FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS' EXPENSES
(SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).
 
 
<TABLE>
<CAPTION>
<S>                                 <C>          <C>          <C>          <C>        <C>        
FINANCIAL HIGHLIGHTS - CLASS T
                                                     YEARS ENDED NOVEMBER 30,                          
 
                                    1998         1997         1996         1995       1994  
SELECTED PER-SHARE DATA                                                                          
 
NET ASSET VALUE, BEGINNING          $ 26.85      $ 22.83      $ 19.95      $ 15.96    $ 14.86    
OF PERIOD                                                                                        
 
INCOME FROM INVESTMENT                                                                           
OPERATIONS                                                                                       
 
 NET INVESTMENT INCOME               .19 C        .26 C        .30 C        .31        .28 C     
 
 NET REALIZED AND UNREALIZED         3.22         4.62         3.35         4.26       1.03      
 GAIN (LOSS)                                                                                     
 
 TOTAL FROM INVESTMENT OPERATIONS    3.41         4.88         3.65         4.57       1.31      
 
LESS DISTRIBUTIONS                                                                               
 
 FROM NET INVESTMENT INCOME          (.19)        (.27)        (.31)        (.30)      (.21)     
 
 FROM NET REALIZED GAIN              (1.72)       (.59)        (.46)        (.28)      -         
 
 TOTAL DISTRIBUTIONS                 (1.91)       (.86)        (.77)        (.58)      (.21)     
 
NET ASSET VALUE, END OF PERIOD      $ 28.35      $ 26.85      $ 22.83      $ 19.95    $ 15.96    
 
TOTAL RETURN A, B                    13.63%       22.12%       18.89%       29.46%     8.84%     
 
RATIOS AND SUPPLEMENTAL DATA                                                                     
 
NET ASSETS, END OF PERIOD           $ 2,635,406  $ 2,190,070  $ 1,672,994  $ 880,054  $ 179,501  
(000 OMITTED)                                                                                    
 
RATIO OF EXPENSES TO AVERAGE         1.21%        1.23%        1.27%        1.48%      1.67%     
NET ASSETS                                                                                       
 
RATIO OF EXPENSES TO AVERAGE NET     1.20% D      1.21% D      1.26% D      1.47% D    1.64% D   
ASSETS AFTER EXPENSE REDUCTIONS                                                                  
 
RATIO OF NET INVESTMENT INCOME TO    .72%         1.05%        1.45%        1.78%      1.69%     
AVERAGE NET ASSETS                                                                               
 
PORTFOLIO TURNOVER                   59%          55%          78%          80%        140%      
 
</TABLE>
 
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 TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE.
C NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
D FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS' EXPENSES
(SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).
 
 
<TABLE>
<CAPTION>
<S>                                 <C>        <C>        <C>        <C>        <C>          
FINANCIAL HIGHLIGHTS - CLASS B
                                                 YEARS ENDED NOVEMBER 30,                            
 
                                    1998       1997       1996       1995       1994 E  
SELECTED PER-SHARE DATA                                                                      
 
NET ASSET VALUE, BEGINNING          $ 26.73    $ 22.73    $ 19.90    $ 15.94    $ 15.21      
OF PERIOD                                                                                    
 
INCOME FROM INVESTMENT OPERATIONS                                                            
 
 NET INVESTMENT INCOME               .05 D      .13 D      .19 D      .26        .08 D       
 
 NET REALIZED AND UNREALIZED         3.21       4.61       3.33       4.23       .72         
 GAIN (LOSS)                                                                                 
 
 TOTAL FROM INVESTMENT OPERATIONS    3.26       4.74       3.52       4.49       .80         
 
LESS DISTRIBUTIONS                                                                           
 
 FROM NET INVESTMENT INCOME          (.07)      (.15)      (.23)      (.25)      (.07)       
 
 FROM NET REALIZED GAIN              (1.72)     (.59)      (.46)      (.28)      -           
 
 TOTAL DISTRIBUTIONS                 (1.79)     (.74)      (.69)      (.53)      (.07)       
 
NET ASSET VALUE, END OF PERIOD      $ 28.20    $ 26.73    $ 22.73    $ 19.90    $ 15.94      
 
TOTAL RETURN B, C                    13.06%     21.52%     18.22%     28.95%     5.25%       
 
RATIOS AND SUPPLEMENTAL DATA                                                                 
 
NET ASSETS, END OF PERIOD           $ 877,573  $ 682,308  $ 500,447  $ 270,101  $ 35,373     
(000 OMITTED)                                                                                
 
RATIO OF EXPENSES TO AVERAGE         1.74%      1.74% F    1.81%      1.85%      2.24% A     
NET ASSETS                                                                                   
 
RATIO OF EXPENSES TO AVERAGE NET     1.72% G    1.73% G    1.79% G    1.84% G    2.18% A, G  
ASSETS AFTER EXPENSE REDUCTIONS                                                              
 
RATIO OF NET INVESTMENT INCOME TO    .19%       .53%       .92%       1.41%      1.15% A     
AVERAGE NET ASSETS                                                                           
 
PORTFOLIO TURNOVER                   59%        55%        78%        80%        140%        
 
</TABLE>
 
A ANNUALIZED
B 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).
C TOTAL RETURNS DO NOT INCLUDE THE CONTINGENT DEFERRED SALES CHARGE
AND FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
D NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
E FOR THE PERIOD JUNE 30, 1994 (COMMENCEMENT OF SALE OF CLASS B
SHARES) TO NOVEMBER 30, 1994.
F FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
G FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS' EXPENSES
(SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).
 
 
<TABLE>
<CAPTION>
<S>                                                                <C>       <C>          
FINANCIAL HIGHLIGHTS - CLASS C
                                                                     YEARS ENDED           
                                                                     NOVEMBER 30,          
 
                                                                   1998      1997 E  
SELECTED PER-SHARE DATA                                                                   
 
NET ASSET VALUE, BEGINNING OF PERIOD                               $ 26.84   $ 26.65      
 
INCOME FROM INVESTMENT OPERATIONS                                                         
 
 NET INVESTMENT INCOME D                                            .02       .02         
 
 NET REALIZED AND UNREALIZED GAIN (LOSS)                            3.21      .17         
 
 TOTAL FROM INVESTMENT OPERATIONS                                   3.23      .19         
 
LESS DISTRIBUTIONS                                                                        
 
 FROM NET INVESTMENT INCOME                                         (.12)     -           
 
 FROM NET REALIZED GAIN                                             (1.72)    -           
 
 TOTAL DISTRIBUTIONS                                                (1.84)    -           
 
NET ASSET VALUE, END OF PERIOD                                     $ 28.23   $ 26.84      
 
TOTAL RETURN B, C                                                   12.90%    .71%        
 
RATIOS AND SUPPLEMENTAL DATA                                                              
 
NET ASSETS, END OF PERIOD (000 OMITTED)                            $ 37,014  $ 684        
 
RATIO OF EXPENSES TO AVERAGE NET ASSETS                             1.84%     1.85% A, F  
 
RATIO OF EXPENSES TO AVERAGE NET ASSETS AFTER EXPENSE REDUCTIONS    1.82% G   1.81% A, G  
 
RATIO OF NET INVESTMENT INCOME TO AVERAGE NET ASSETS                .07%      1.24% A     
 
PORTFOLIO TURNOVER                                                  59%       55%         
 
</TABLE>
 
A ANNUALIZED
B 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).
C TOTAL RETURNS DO NOT INCLUDE THE CONTINGENT DEFERRED SALES CHARGE
AND FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
D NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
E FOR THE PERIOD NOVEMBER 3, 1997 (COMMENCEMENT OF SALE OF CLASS C
SHARES) TO NOVEMBER 30, 1997.
F FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
G FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS' EXPENSES
(SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).
 
 
<TABLE>
<CAPTION>
<S>                                 <C>        <C>        <C>        <C>        <C>        
FINANCIAL HIGHLIGHTS - INSTITUTIONAL CLASS
                                                YEARS ENDED NOVEMBER 30,                          
 
                                    1998       1997       1996       1995       1994  
SELECTED PER-SHARE DATA                                                                    
 
NET ASSET VALUE, BEGINNING          $ 27.07    $ 23.00    $ 20.09    $ 16.07    $ 14.93    
OF PERIOD                                                                                  
 
INCOME FROM INVESTMENT                                                                     
OPERATIONS                                                                                 
 
 NET INVESTMENT INCOME               .34 B      .39 B      .42 B      .45        .41 B     
 
 NET REALIZED AND UNREALIZED         3.24       4.68       3.37       4.28       1.05      
 GAIN (LOSS)                                                                               
 
 TOTAL FROM INVESTMENT OPERATIONS    3.58       5.07       3.79       4.73       1.46      
 
LESS DISTRIBUTIONS                                                                         
 
 FROM NET INVESTMENT INCOME          (.34)      (.41)      (.42)      (.43)      (.32)     
 
 FROM NET REALIZED GAIN              (1.72)     (.59)      (.46)      (.28)      -         
 
 TOTAL DISTRIBUTIONS                 (2.06)     (1.00)     (.88)      (.71)      (.32)     
 
NET ASSET VALUE, END OF PERIOD      $ 28.59    $ 27.07    $ 23.00    $ 20.09    $ 16.07    
 
TOTAL RETURN A                       14.23%     22.87%     19.54%     30.43%     9.82%     
 
RATIOS AND SUPPLEMENTAL DATA                                                               
 
NET ASSETS, END OF PERIOD           $ 493,144  $ 464,031  $ 343,867  $ 297,453  $ 197,533  
(000 OMITTED)                                                                              
 
RATIO OF EXPENSES TO AVERAGE         .68%       .69%       .71%       .74%       .73%      
NET ASSETS                                                                                 
 
RATIO OF EXPENSES TO AVERAGE NET     .67% C     .67% C     .70% C     .73% C     .71% C    
ASSETS AFTER EXPENSE REDUCTIONS                                                            
 
RATIO OF NET INVESTMENT INCOME TO    1.25%      1.60%      2.02%      2.52%      2.62%     
AVERAGE NET ASSETS                                                                         
 
PORTFOLIO TURNOVER                   59%        55%        78%        80%        140%      
 
</TABLE>
 
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 OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS' EXPENSES
(SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).
 
NOTES TO FINANCIAL STATEMENTS
For the period ended November 30, 1998
 
 
1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Advisor Equity Income Fund (the fund) is a fund of Fidelity
Advisor Series III (the trust) and is authorized to issue an unlimited
number of shares. The trust is registered under the Investment Company
Act of 1940, as amended (the 1940 Act), as an open-end management
investment company organized as a Massachusetts business trust.
The fund offers Class A, Class T, Class B, Class C, and Institutional
Class shares, each of which has equal rights as to assets and voting
privileges. Each class has exclusive voting rights with respect to
matters that affect that class. Class B shares will automatically
convert to Class A shares after a holding period of seven years from
the initial date of purchase. Investment income, realized and
unrealized capital gains and losses, the common expenses of the fund,
and certain fund-level expense reductions, if any, are allocated on a
pro rata basis to each class based on the relative net assets of each
class to the total net assets of the fund. Each class of shares
differs in its respective distribution, transfer agent, and certain
other class-specific fees, expenses, and expense reductions.
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 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 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
and 
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
FOREIGN CURRENCY TRANSLATION - CONTINUED
settlement date 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 included in
dividend income, if any, are recorded at the fair market value of the
securities received. Interest income is accrued as earned. Investment
income is recorded net of foreign taxes withheld where recovery of
such taxes is uncertain.
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 dividends and capital gain distributions are
declared separately for each class. 
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 litigation proceeds,  foreign currency transactions,
passive foreign investment companies (PFIC), non-taxable dividends 
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.
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
DISTRIBUTIONS TO SHAREHOLDERS - CONTINUED
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.
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.
3. PURCHASES AND SALES OF INVESTMENTS. 
Purchases and sales of securities, other than short-term securities,
aggregated $2,395,680,000 and $2,153,562,000, 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. As of November 18, 1998 shareholders approved an amended
management fee contract with FMR. Effective December 1, 1998 FMR will
receive 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 will range from .2500%
to.5200%. The annual individual fund fee rate will be .20%.
DISTRIBUTION AND SERVICE PLAN. In accordance with Rule 12b-1 of the
1940 Act, the Trustees have adopted separate distribution plans with
respect to each class of shares (collectively referred to as "the
Plans"). Under certain of the Plans, the class pays Fidelity
Distributors Corporation (FDC), an affiliate of FMR, a distribution
and service fee. A portion of this fee may be reallowed to securities
dealers, banks and other financial institutions for the distribution
of each class of shares and providing shareholder support services.
For the period, this fee was based on the following annual rates of
the average net assets of each applicable class:
 
CLASS A    .25%    
 
CLASS T    .50%    
 
CLASS B    1.00%*  
 
CLASS C    1.00%*  
 
* .75% REPRESENTS A DISTRIBUTION FEE AND .25% REPRESENTS A SHAREHOLDER
SERVICE FEE.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
DISTRIBUTION AND SERVICE PLAN - CONTINUED
For the period, each class paid FDC the following amounts, a portion
of which was retained by FDC:
 
          PAID TO       RETAINED     
          FDC           BY FDC       
 
CLASS A   $             $            
          119,000       -            
 
CLASS T    12,462,000    185,000     
 
CLASS B    7,988,000     5,996,000   
 
CLASS C    180,000       179,000     
 
          $ 20,749,000  $ 6,360,000  
 
Under the Plans, FMR may use its resources to pay administrative and
promotional expenses related to the sale of each class' shares. The
Plans also authorize payments to third parties that assist in the sale
of each class' shares or render shareholder support services. For the
period, the following amounts were paid to third parties under the
Plans:
 
CLASS A               $            
                       18,000         
 
CLASS T                394,000       
 
CLASS B                271,000       
 
CLASS C                19,000        
 
INSTITUTIONAL CLASS    28,000        
 
SALES LOAD. FDC receives a front-end sales charge of up to 5.75% for
selling Class A shares, and 3.50% for selling Class T shares of the
fund. FDC receives the proceeds of contingent deferred sales charges
levied on Class B share redemptions occurring within six years of
purchase and Class C share redemptions occurring within one year of
purchase. Contingent deferred sales charges are based on declining
rates ranging from 5% to 1% for Class B and 1% for Class C, of the
lesser of the cost of shares at the initial date of purchase or the
net asset value of the redeemed shares, excluding any reinvested
dividends and capital gains. In addition, purchases of Class A and
Class T shares that were subject to a finder's fee bear a contingent
deferred sales charge on assets that do not remain in the fund for at
least one year. The Class A and Class T contingent deferred sales
charge is based on 0.25% of the lesser of the cost of shares at the
initial date of purchase or the net asset value of the redeemed
shares, excluding any reinvested dividends and capital gains. A
portion of the sales charges paid to FDC are paid to securities
dealers, banks and other financial institutions.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
SALES LOAD - CONTINUED
For the period, sales charge amounts paid to and retained by FDC were
as follows:
 
           PAID TO      RETAINED      
           FDC          BY FDC        
 
CLASS A    $            $             
           672,000      278,000       
 
CLASS T     1,700,000    545,000      
 
CLASS B     1,178,000    1,178,000 *  
 
CLASS C     10,000       10,000 *     
 
           $ 3,560,000  $ 2,011,000   
 
* WHEN CLASS B AND CLASS C SHARES ARE INITIALLY SOLD, FDC PAYS
COMMISSIONS FROM ITS OWN RESOURCES TO SECURITIES DEALERS, 
 BANKS, AND OTHER FINANCIAL INSTITUTIONS THROUGH WHICH THE SALES ARE
MADE.
TRANSFER AGENT FEES. Fidelity Investments Institutional Operations
Company, Inc., (FIIOC), an affiliate of FMR, is the transfer, dividend
disbursing and shareholder servicing agent (collectively referred to
as the transfer agent) for the fund's Class A, Class T, Class B, Class
C and Institutional Class. FIIOC receives account fees and asset-based
fees that vary according to the account size and type of account of
the shareholders of the respective classes of the fund. FIIOC pays for
typesetting, printing and mailing of all shareholder reports, except
proxy statements. For the period, the following amounts were paid to
FIIOC :
 
                       AMOUNT       % OF        
                                    AVERAGE     
                                    NET ASSETS  
 
CLASS A                $            .23         
                       111,000                  
 
CLASS T                 4,388,000   .18         
 
CLASS B                 1,589,000   .20         
 
CLASS C                 40,000      .22         
 
INSTITUTIONAL CLASS     692,000     .14         
 
                       $ 6,820,000              
 
ACCOUNTING FEES. Fidelity Service Company, Inc. (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 $657,000 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 $579,000 under this arrangement.
In addition, the fund has entered into an arrangement with its
custodian whereby credits realized as a result of uninvested cash
balances were used to reduce a portion of expenses. During the period,
the fund's custodian fees were reduced by $1,000 under the custodian
arrangement.
6. DISTRIBUTIONS TO SHAREHOLDERS.
Distributions to shareholders of each class were as follows:
 
                            YEAR ENDED NOVEMBER 30,                
 
                            1998                     1997          
 
FROM NET INVESTMENT INCOME                                         
 
CLASS A                     $                        $             
                              412,000                  131,000       
 
CLASS T                       17,008,000               20,835,000   
 
CLASS B                       1,994,000                3,503,000    
 
CLASS C                       38,000                   -            
 
INSTITUTIONAL CLASS           5,960,000                7,382,000    
 
TOTAL                       $ 25,412,000             $ 31,851,000  
 
FROM NET REALIZED GAIN                                             
 
CLASS A                     $                        $             
                              1,745,000                98,000        
 
CLASS T                       142,228,000              43,072,000   
 
CLASS B                       44,523,000               13,038,000   
 
CLASS C                       120,000                  -            
 
INSTITUTIONAL CLASS           29,607,000               8,661,000    
 
TOTAL                       $ 218,223,000            $ 64,869,000  
 
TOTAL                       $ 243,635,000            $ 96,720,000  
 
7. SHARE TRANSACTIONS.
Share transactions for each class of shares were as follows:
 
<TABLE>
<CAPTION>
<S>                             <C>           <C>           <C>           <C>           
                                SHARES                      DOLLARS                     
 
AMOUNTS IN THOUSANDS            YEAR ENDED    YEAR ENDED    YEAR ENDED    YEAR ENDED    
                                NOVEMBER 30,  NOVEMBER 30,  NOVEMBER 30,  NOVEMBER 30,  
 
                                1998          1997A         1998          1997A         
 
                                                                                        
 
CLASS A                          1,676         919          $             $             
SHARES SOLD                                                   45,746        22,745        
 
REINVESTMENT OF DISTRIBUTIONS    81            9              2,044         208          
 
SHARES REDEEMED                  (394)         (112)         (10,576)      (2,828)      
 
NET INCREASE (DECREASE)          1,363         816          $ 37,214      $ 20,125      
 
CLASS T                          29,496        28,655       $             $             
SHARES SOLD                                                  803,775       693,828       
 
REINVESTMENT OF DISTRIBUTIONS    5,979         2,675         151,631       60,512       
 
SHARES REDEEMED                  (24,087)      (23,070)      (653,931)     (558,854)    
 
NET INCREASE (DECREASE)          11,388        8,260        $ 301,475     $ 195,486     
 
CLASS B                          7,788         5,544        $             $             
SHARES SOLD                                                  212,094       135,409       
 
REINVESTMENT OF DISTRIBUTIONS    1,630         700           41,041        15,570       
 
SHARES REDEEMED                  (3,817)       (2,738)       (102,483)     (66,167)     
 
NET INCREASE (DECREASE)          5,601         3,506        $ 150,652     $ 84,812      
 
CLASS C                          1,373         25           $             $             
SHARES SOLD                                                  37,538        678           
 
REINVESTMENT OF DISTRIBUTIONS    6             -             145           -            
 
SHARES REDEEMED                  (93)          -             (2,412)       -            
 
NET INCREASE (DECREASE)          1,286         25           $ 35,271      $ 678         
 
INSTITUTIONAL CLASS              4,647         11,368       $             $             
SHARES SOLD                                                  128,397       260,181       
 
REINVESTMENT OF DISTRIBUTIONS    1,179         515           30,191        11,887       
 
SHARES REDEEMED                  (5,719)       (9,691)       (154,743)     (235,357)    
 
NET INCREASE (DECREASE)          107           2,192        $ 3,845       $ 36,711      
 
</TABLE>
 
A SHARE TRANSACTIONS FOR CLASS C ARE FOR THE PERIOD NOVEMBER 3, 1997
(COMMENCEMENT OF SALE OF SHARES) TO NOVEMBER 30, 1997.
8. REGISTRATION FEES.
For the period, each class paid the following amounts to register its
shares for sale:
 
                      REGISTRATION  
                      FEES          
 
CLASS A               $             
                        11,000        
 
CLASS T                 181,000      
 
CLASS B                 78,000       
 
CLASS C                 16,000       
 
INSTITUTIONAL CLASS     44,000       
 
                      $ 330,000     
 
REPORT OF INDEPENDENT ACCOUNTANTS
 
 
To the Trustees of Fidelity Advisor Series III and the Shareholders of
Fidelity Advisor Equity Income 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 Advisor Equity Income Fund (a fund of Fidelity Advisor Series
III) at November 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 Advisor Equity Income 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 November 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
January 12, 1999
 
DISTRIBUTIONS
 
 
The Board of Trustees of Fidelity Advisor Equity Income Fund 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:
 
CLASS A
PAY DATE         12/22/97 1/5/98 12/21/98 1/11/99
RECORD DATE      12/19/97 1/2/98 12/18/98 1/8/99
DIVIDENDS        $0.06    -      $0.06    -
SHORT-TERM
CAPITAL GAINS    $0.44    $0.02  -        $.03
LONG-TERM
CAPITAL GAINS    $1.10    $0.16  $1.10    $.16
LONG-TERM
CAPITAL GAIN PERCENTAGES:
 28% rate        42.65%   -      -        -
 20% rate        57.35%   100%   100%     100%
 
 
CLASS T
PAY DATE         12/22/97 1/5/98 12/21/98 1/11/99
RECORD DATE      12/19/97 1/2/98 12/18/98 1/8/99
DIVIDENDS        $0.05    -      $0.05    -
SHORT-TERM
CAPITAL GAINS    $0.44    $0.02  -        $.03
LONG-TERM
CAPITAL GAINS    $1.10    $0.16  $1.10    $.16
LONG-TERM
CAPITAL GAIN PERCENTAGES:
 28% rate        42.65%   -      -        -
 20% rate        57.35%   100%   100%     100%
 
CLASS B
PAY DATE         12/22/97 1/5/98 12/21/98 1/11/99
RECORD DATE      12/19/97 1/2/98 12/18/98 1/8/99
DIVIDENDS        $0.02    -      $0.01    -
SHORT-TERM
CAPITAL GAINS    $0.44    $0.02  -        $.03
LONG-TERM
CAPITAL GAINS    $1.10    $0.16  $1.10    $.16
LONG-TERM
CAPITAL GAIN PERCENTAGES:
 28% rate        42.65%   -      -        -
 20% rate        57.35%   100%   100%     100%
 
CLASS C
PAY DATE         12/22/97 1/5/98 12/21/98 1/11/99
RECORD DATE      12/19/97 1/2/98 12/18/98 1/8/99
DIVIDENDS        $0.05    -      $0.01    -
SHORT-TERM
CAPITAL GAINS    $0.44    $0.02  -        $.03
LONG-TERM
CAPITAL GAINS    $1.10    $0.16  $1.10    $.16
LONG-TERM
CAPITAL GAIN PERCENTAGES:
 28% rate        42.65%   -      -        -
 20% rate        57.35%   100%   100%     100%
 
A total of 1.27% 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 49.67%, 67.72%, 80.81% and 22.16% of dividends distributed
by Class A, Class T, Class B and Class C, respectively,  during the
fiscal year qualifies for the dividends-received deduction for
corporate shareholders.
The fund will notify shareholders in January 1999 of these percentages
for use in preparing 1998 income tax returns.
 
PROXY VOTING RESULTS
 
 
A special meeting of the fund's shareholders was held on November 18,
1998. The results of votes taken among shareholders on proposals
before them are reported below.  Each vote reported represents one
dollar of net asset value held on the record date for the meeting. 
PROPOSAL 1
To approve an amended management contract for the fund.
               # OF               % OF
               VOTES CAST         VOTES CAST
AFFIRMATIVE    1,637,972,757.80   84.056   
 
AGAINST        67,740,780.72      3.476    
 
ABSTAIN        242,951,802.17     12.468   
 
TOTAL          1,948,665,340.69   100.000  
 
PROPOSAL 2
To approve a new sub-advisory agreement with FMR Far East for the
fund.
               # OF               % OF
               VOTES CAST         VOTES CAST
AFFIRMATIVE    1,624,449,378.01   83.362   
 
AGAINST        69,491,766.35      3.566    
 
ABSTAIN        254,724,196.33     13.072   
 
TOTAL          1,948,665,340.69   100.000  
 
PROPOSAL 3
To approve a new sub-advisory agreement with FMR U.K. for the fund.
               # OF               % OF
               VOTES CAST         VOTES CAST
AFFIRMATIVE    1,642,160,810.16   84.271   
 
AGAINST        55,201,925.57      2.833    
 
ABSTAIN        251,302,604.96     12.896   
 
TOTAL          1,948,665,340.69   100.000  
 
PROPOSAL 4
To amend the Class T distribution and service plan of the fund.
               # OF               % OF
               VOTES CAST         VOTES CAST
AFFIRMATIVE    932,547,262.31     78.755   
 
AGAINST        97,434,254.70      8.229    
 
ABSTAIN        154,128,028.19     13.016   
 
TOTAL          1,184,109,545.20   100.000  
 
PROPOSAL 5
To amend the Class B distribution and service plan of the fund.
               # OF             % OF
               VOTES CAST       VOTES CAST
AFFIRMATIVE    285,976,785.71   73.299  
 
AGAINST        17,505,771.99    4.487   
 
ABSTAIN        86,668,806.29    22.214  
 
TOTAL          390,151,363.99   100.00  
 
PROPOSAL 6
To approve an agreement and plan providing for the reorganization of
the fund from a separate series of one Massachusetts Business Trust to
another.
               # OF               % OF
               VOTES CAST         VOTES CAST
AFFIRMATIVE    1,638,349,105.61   84.075   
 
AGAINST        57,305,481.73      2.941    
 
ABSTAIN        253,010,753.35     12.984   
 
TOTAL          1,948,665,340.69   100.000  
 
PROPOSAL 7
To adopt a new fundamental investment policy for the fund permitting
the fund to invest all of its assets in another open-end investment
company managed by FMR or an affiliate with substantially the same
investment objective and policies.
               # OF               % OF
               VOTES CAST         VOTES CAST
AFFIRMATIVE    1,601,596,057.33   82.189   
 
AGAINST        93,978,071.55      4.823    
 
ABSTAIN        253,091,211.81     12.988   
 
TOTAL          1,948,665,340.69   100.000  
 
PROPOSAL 8
To amend the fund's fundamental investment limitation concerning
diversification.
               # OF               % OF
               VOTES CAST         VOTES CAST
AFFIRMATIVE    1,598,459,179.90   82.028   
 
AGAINST        95,985,925.94      4.926    
 
ABSTAIN        254,220,234.85     13.046   
 
TOTAL          1,948,665,340.69   100.000  
 
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
Richard A. Spillane, Jr., Vice President
C. Robert Chow, 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
 
EPI-ANN-0199  69322
1.539449.101
 
ADVISORY BOARD
J. Gary Burkhead
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Investments Institutional
Operations Company, Inc.
Boston, MA
CUSTODIAN
The Chase Manhattan Bank
New York, NY
 
(FIDELITY_LOGO_GRAPHIC) (REGISTERED TRADEMARK)
 
 
FIDELITY ADVISOR
EQUITY INCOME
FUND - INSTITUTIONAL CLASS
 
ANNUAL REPORT
NOVEMBER 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.            
 
FUND TALK               6   The manager's review of fund                
                            performance, strategy and outlook.          
 
INVESTMENT CHANGES      9   A summary of major shifts in the fund's     
                            investments over the past six months.       
 
INVESTMENTS             10  A complete list of the fund's investments   
                            with their market values.                   
 
FINANCIAL STATEMENTS    19  Statements of assets and liabilities,       
                            operations, and changes in net assets,      
                            as well as financial highlights.            
 
NOTES                   28  Notes to the financial statements.          
 
REPORT OF INDEPENDENT   37  The auditors' opinion.                      
ACCOUNTANTS                                                             
 
DISTRIBUTIONS           38                                              
 
PROXY VOTING RESULTS    39                                              
 
 
Standard & Poor's, S&P and S&P 500 are registered service marks of The
McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity
Distributors Corporation.
Other third party marks appearing herein are the property of their
respective owners.
All other marks appearing herein are registered or unregistered
trademarks or service marks of FMR Corp. or an affiliated company.
This report is printed on recycled paper using soy-based inks.
THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE
SUBMITTED FOR THE GENERAL INFORMATION 
OF THE SHAREHOLDERS OF THE FUND. THIS REPORT IS NOT AUTHORIZED FOR
DISTRIBUTION TO PROSPECTIVE INVESTORS 
IN THE FUND UNLESS PRECEDED OR ACCOMPANIED BY AN EFFECTIVE PROSPECTUS. 
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED 
BY, ANY DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY THE FDIC, 
FEDERAL RESERVE BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT TO 
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT
INVESTED. 
NEITHER THE FUND NOR FIDELITY DISTRIBUTORS CORPORATION IS A BANK. 
FOR MORE INFORMATION ON ANY FIDELITY ADVISOR FUND, INCLUDING CHARGES
AND EXPENSES, CONTACT YOUR 
INVESTMENT PROFESSIONAL FOR A FREE PROSPECTUS. READ IT CAREFULLY
BEFORE YOU INVEST OR SEND MONEY.
 
PRESIDENT'S MESSAGE
 
 
(photo_of_Edward_C_Johnson_3d)
DEAR SHAREHOLDER:
The month of November proved to be a strong one for the stock and bond
markets. The Dow Jones Industrial Average reached a record high.
Merger activity, which had lulled during the summer correction, has
increased significantly. Small-cap stocks posted their third
consecutive month of positive returns, as did emerging markets. While
bond returns generally were not at the levels of their equity
counterparts, they were mostly positive nonetheless. 
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. A stock mutual fund, for instance, is already
diversified, because it invests in many different companies. You can
increase your diversification further by investing in a number of
different stock funds, or in such other investment categories as
bonds. If you have a short investment time horizon, you might want to
consider moving some of your investment into a money market fund,
which seeks income and a stable share price by investing in
high-quality, short-term investments. Of course, 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. Of course, you should
consider your financial ability to continue your purchases through
periods of low price levels before undertaking such a strategy.
Remember to contact your investment professional if you need help with
your investments.
Best regards,
Edward C. Johnson 3d
FIDELITY ADVISOR EQUITY INCOME FUND - INSTITUTIONAL CLASS
PERFORMANCE: THE BOTTOM LINE
 
 
There are several ways to evaluate historical performance. You can
look at the total percentage change in value, the average annual
percentage change or the growth of a hypothetical $10,000 investment.
Total return reflects the change in the value of an investment,
assuming reinvestment of the class' dividend income and capital gains
(the profits earned upon the sale of securities that have grown in
value). If Fidelity had not reimbursed certain class expenses, the
past 10 year total returns would have been lower.
 
CUMULATIVE TOTAL RETURNS
PERIODS ENDED NOVEMBER 30, 1998            PAST 1  PAST 5   PAST 10  
                                           YEAR    YEARS    YEARS    
 
FIDELITY ADV EQUITY INCOME - INST CL       14.23%  140.32%  325.10%  
 
S&P 500(registered trademark)              23.66%  181.25%  457.74%  
 
Equity Income Funds Average                10.66%  114.51%  285.26%  
 
CUMULATIVE TOTAL RETURNS show Institutional Class' performance in
percentage terms over a set period - in this case, one year, five
years, or 10 years. 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 Institutional Class' returns to
the performance of the Standard & Poor's 500 Index - a widely
recognized, market  capitalization-weighted index of common stocks. To
measure how Institutional Class' performance stacked up against its
peers, you can compare it to the equity 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 219 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 NOVEMBER 30, 1998       PAST 1  PAST 5  PAST 10  
                                      YEAR    YEARS   YEARS    
 
FIDELITY ADV EQUITY INCOME - INST CL  14.23%  19.17%  15.57%   
 
S&P 500                               23.66%  22.98%  18.75%   
 
Equity Income Funds Average           10.66%  16.40%  14.34%   
 
AVERAGE ANNUAL TOTAL RETURNS take Institutional Class' cumulative
return and show you what would have happened if Institutional Class
had performed at a constant rate each year.
 
$10,000 OVER 10 YEARS
             FA Equity Income -CL I      S&P 500
             00080                       SP001
  1988/11/30      10000.00                    10000.00
  1988/12/31      10072.56                    10175.00
  1989/01/31      10718.01                    10919.81
  1989/02/28      10626.63                    10647.91
  1989/03/31      10837.88                    10896.00
  1989/04/30      11234.84                    11461.51
  1989/05/31      11503.66                    11925.70
  1989/06/30      11550.20                    11857.72
  1989/07/31      12279.68                    12928.47
  1989/08/31      12439.40                    13181.87
  1989/09/30      12278.95                    13127.82
  1989/10/31      11605.75                    12823.26
  1989/11/30      11758.20                    13084.85
  1989/12/31      11929.42                    13398.89
  1990/01/31      11175.07                    12499.82
  1990/02/28      11195.03                    12661.07
  1990/03/31      11195.03                    12996.59
  1990/04/30      10761.74                    12671.68
  1990/05/31      11470.41                    13907.16
  1990/06/30      11419.57                    13812.60
  1990/07/31      11235.55                    13768.40
  1990/08/31      10382.34                    12523.73
  1990/09/30       9597.21                    11913.83
  1990/10/31       9379.09                    11862.60
  1990/11/30      10005.76                    12628.92
  1990/12/31      10226.04                    12981.27
  1991/01/31      10746.37                    13547.25
  1991/02/28      11514.73                    14515.88
  1991/03/31      11698.49                    14867.16
  1991/04/30      11698.22                    14902.84
  1991/05/31      12338.87                    15546.65
  1991/06/30      11772.54                    14834.61
  1991/07/31      12416.81                    15525.90
  1991/08/31      12679.79                    15893.87
  1991/09/30      12614.10                    15628.44
  1991/10/31      12824.27                    15837.86
  1991/11/30      12304.22                    15199.60
  1991/12/31      13274.40                    16938.43
  1992/01/31      13408.03                    16623.37
  1992/02/29      13822.28                    16839.48
  1992/03/31      13597.71                    16511.11
  1992/04/30      14082.36                    16996.54
  1992/05/31      14206.67                    17079.82
  1992/06/30      14048.50                    16825.33
  1992/07/31      14413.39                    17513.49
  1992/08/31      14071.21                    17154.46
  1992/09/30      14186.10                    17356.88
  1992/10/31      14358.65                    17417.63
  1992/11/30      14876.66                    18011.57
  1992/12/31      15258.24                    18233.11
  1993/01/31      15721.78                    18386.27
  1993/02/28      16128.73                    18636.33
  1993/03/31      16664.18                    19029.55
  1993/04/30      16605.89                    18569.04
  1993/05/31      16875.27                    19066.69
  1993/06/30      17051.83                    19121.98
  1993/07/31      17287.61                    19045.49
  1993/08/31      17913.81                    19767.32
  1993/09/30      17807.18                    19615.11
  1993/10/31      18020.44                    20021.14
  1993/11/30      17688.70                    19830.94
  1993/12/31      18127.07                    20070.89
  1994/01/31      18980.11                    20753.30
  1994/02/28      18506.20                    20190.89
  1994/03/31      17717.51                    19310.57
  1994/04/30      18337.92                    19557.74
  1994/05/31      18481.09                    19878.49
  1994/06/30      18371.10                    19391.47
  1994/07/31      19007.90                    20027.51
  1994/08/31      20017.17                    20848.63
  1994/09/30      19691.23                    20337.84
  1994/10/31      20078.05                    20795.44
  1994/11/30      19425.30                    20038.07
  1994/12/31      19486.04                    20335.24
  1995/01/31      19795.73                    20862.53
  1995/02/28      20501.84                    21675.54
  1995/03/31      21185.29                    22315.19
  1995/04/30      21759.55                    22972.37
  1995/05/31      22383.75                    23890.58
  1995/06/30      22696.61                    24445.56
  1995/07/31      23537.69                    25256.17
  1995/08/31      23826.42                    25319.56
  1995/09/30      24579.22                    26388.05
  1995/10/31      24314.39                    26293.84
  1995/11/30      25335.89                    27448.14
  1995/12/31      26012.71                    27976.80
  1996/01/31      26792.12                    28929.13
  1996/02/29      26909.00                    29197.30
  1996/03/31      27117.42                    29478.47
  1996/04/30      27313.17                    29912.98
  1996/05/31      27535.02                    30684.44
  1996/06/30      27391.81                    30801.34
  1996/07/31      26369.53                    29440.54
  1996/08/31      26893.77                    30061.44
  1996/09/30      27863.94                    31753.30
  1996/10/31      28443.34                    32629.06
  1996/11/30      30286.89                    35095.49
  1996/12/31      29981.94                    34400.24
  1997/01/31      31014.39                    36549.57
  1997/02/28      31258.92                    36836.12
  1997/03/31      30043.85                    35322.52
  1997/04/30      31326.37                    37431.28
  1997/05/31      33154.65                    39710.10
  1997/06/30      34804.66                    41489.11
  1997/07/31      37324.95                    44790.40
  1997/08/31      35859.34                    42281.24
  1997/09/30      37763.66                    44596.98
  1997/10/31      36127.74                    43107.44
  1997/11/30      37213.77                    45102.89
  1997/12/31      37968.82                    45877.30
  1998/01/31      37894.85                    46384.71
  1998/02/28      40591.10                    49729.97
  1998/03/31      42449.49                    52276.64
  1998/04/30      42656.35                    52802.54
  1998/05/31      42286.96                    51894.87
  1998/06/30      42806.49                    54002.84
  1998/07/31      42169.14                    53427.71
  1998/08/31      35854.88                    45703.13
  1998/09/30      37602.97                    48630.87
  1998/10/31      40695.66                    52586.51
  1998/11/30      42509.64                    55773.78
IMATRL PRASUN   SHR__CHT 19981130 19981223 143536 R00000000000123
 
$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity Advisor Equity Income Fund - Institutional Class
on November 30, 1988. As the chart shows, by November 30, 1998, the
value of the investment would have grown to $42,510 - a 325.10%
increase on the initial investment. For comparison, look at how the
Standard & Poor's 500 Index did over the same period. With dividends
and capital gains, if any, reinvested, the same $10,000 investment
would have grown to $55,774 - a 457.74% increase.
 
UNDERSTANDING
PERFORMANCE
How a fund did yesterday is 
no guarantee of how it will do 
tomorrow. The stock market, 
for example, has a history of 
long-term growth and 
short-term volatility. In turn, the 
share price and return of a 
fund that invests in stocks will 
vary. That means if you sell 
your shares during a market 
downturn, you might lose 
money. But if you can ride out 
the market's ups and downs, 
you may have a gain.
(checkmark)
 
FUND TALK: THE MANAGER'S OVERVIEW
 
 
 
MARKET RECAP
When the final bell of the U.S. stock 
market sounded on Monday, 
November 23, 1998, the Dow 
Jones Industrial Average stood at a 
record high of 9374.27, serving 
notice that the bleak economic 
outlook from just a few short 
months earlier would not keep 
positive investor sentiment down. 
For the 12-month period ended 
November 30, 1998, the Dow - 
an index of 30 blue-chip stocks - 
returned 18.56%. What caused the 
turnaround from the doldrums of 
equity performance during the 
summer and early fall? A variety of 
factors: The economic problems in 
Russia, Brazil and other emerging 
markets began to dissipate; Asian 
markets began to rebound; and, 
perhaps most importantly, three 
interest-rate cuts late in the period 
by the Federal Reserve Board 
helped stem the tide of a slowing 
U.S. economy. All these factors 
culminated in the Dow reaching its 
record high late in November, a 
peak that outpaced the previous 
record set in July by nearly 40 points. 
Small-cap stock performance was 
still a far cry behind their large-cap 
brethren. For the period, the Russell 
2000 Index - a popular measure 
of small-cap stock performance - 
returned -6.62%, significantly 
trailing the large-cap weighted 
Standard & Poor's 500 Index's 
return of 23.66%. Despite the late 
rally in the equity market, this kind 
of volatility has characterized the 
entire year, and when it will level 
off is impossible to predict.
 
An interview with Bob Chow, Portfolio Manager of Fidelity Advisor
Equity Income Fund
Q. HOW DID THE FUND PERFORM, BOB?
A. For the 12 months that ended November 30, 1998, the fund's
Institutional Class shares returned 14.23%. During the same period,
the Standard & Poor's 500 Index returned 23.66%, while the equity
income funds average returned 10.66%, according to Lipper Analytical
Services. 
Q. WHAT CAUSED THE FUND TO TRAIL THE INDEX YET BEAT THE LIPPER
AVERAGE?
A. The overall story was the same as we've seen the past few periods
regarding the performance of the S&P 500 index. The market continues
to favor the big growth stocks in the technology and pharmaceutical
sectors. Given the fund's objective to achieve a high dividend yield
and my conservative investment style, growth stocks are not the
primary focus for the fund. In my search for undervalued stocks, I
found the best deals in the financial, energy and utilities
industries. While these sectors underperformed the S&P 500 index, they
were top sectors for the fund and represented about 38% of the fund's
investments at the end of the period. With regard to the equity income
fund average, it is always difficult to know where my competitors are
investing. However, many equity income funds tend to have a higher
fixed-income exposure than Fidelity Advisor Equity Income Fund, which
hurt their performance. 
Q. THE FUND'S SECTOR WEIGHTINGS REMAINED RELATIVELY STABLE OVER THE
PAST SIX MONTHS. WHY DID YOU MAINTAIN THESE ALLOCATIONS?
A. The fund's sector weightings will not change very much over time
unless there is a serious valuation shift, where one sector becomes
much cheaper than others. While this has started to happen in certain
sectors during the recent stock rally, I am comfortable with the
fund's current allocation. In addition, the turnover - or the amount
of trading in the fund - tends to be on the moderate side, which also
minimizes fluctuations in the sector weightings. 
Q. WHAT STOCKS PERFORMED WELL FOR THE FUND?
A. Fleet Financial performed very well at the end of the period. It
was an example of a financial stock that was hammered along with the
rest of its sector when concerns were heightened regarding exposure to
emerging markets and troubled hedge funds. However, the stock rallied
significantly toward the end of the period as investors realized
Fleet's fundamental business outlook was solid. U.S. WEST also was a
good contributor during the period. Of all the regional Bell operating
companies, U.S. WEST was the least loved, primarily because the
western and mid-western region it serves is not seen as a high growth
area. The company's stock price, however, was well below comparable
telecommunications companies and the stock rallied as a result. 
Q. WHICH STOCKS HURT PERFORMANCE?
A. PMI Group was the worst detractor from performance. The company is
a mortgage insurance provider that looked undervalued relative to its
competitors, and the stock ended up as one of the fund's top holdings.
Unfortunately, Freddie Mac, a large mortgage underwriter, announced
that it was looking to move into the mortgage insurance area. After
this news, PMI Group's stock took a nose dive. The fund's position in
Citigroup also hurt performance. This company was an example of
another financial stock that suffered after negative news regarding
its exposure to emerging markets and a troubled hedge fund. However, I
still had confidence in the company's ability to penetrate new markets
and grow revenues, and the stock was still a top holding at period's
end. 
Q. WHAT'S YOUR OUTLOOK, BOB? 
A. Looking at the big picture, my outlook is positive. With interest
rates declining worldwide and central banks working in unison to
reduce the impact of the Asian crisis, global stock markets have more
reason to react positively. In the U.S., we have a demographic
phenomenon where baby boomers are saving record amounts of money for
retirement, providing a solid backdrop for growth in stocks. I don't
see this trend reversing until the baby boomers start to retire and
begin to take money out of the market. On a short-term basis, I'm
somewhat concerned with the amount of speculative buying and rampant
optimism we've seen in the market. Normally, this spells trouble for
stocks on a short-term basis. 
 
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.
 
BOB CHOW ON REDUCING THE 
TOTAL NUMBER OF HOLDINGS IN 
THE FUND:
"When I became portfolio manager 
in 1996, there were well over 200 
holdings in the fund. Since then, 
I've always felt the ideal number 
should be closer to125. From my 
perspective, this is a more 
manageable number of companies 
to follow and it allows me to keep a 
closer eye on each holding. The 
problem is, in order to get down to 
that number you have to increase 
the average size of each stock in 
the portfolio. With stock prices 
high during much of this time 
period, I had to pick my 
opportunities carefully, taking 
advantage of strength in the 
market to sell certain holdings 
and weakness to increase 
investments. 
"Good examples of this strategy are 
recent purchases of Pepsi, 
Kimberly-Clark and Bowater. Six 
months ago, none of these stocks 
was in the portfolio and now they 
represent approximately 5% of the 
fund's investments. As prices 
dropped down to reasonable levels 
for these stocks, I was able to 
acquire top-quality companies that 
met the fund's value criteria. As a 
result, over time I've been able to 
position the fund with strong 
companies at reasonable prices. 
Another factor that helped reduce 
the total holdings was the high 
number of mergers and 
acquisitions among the fund's 
positions."
 
FUND FACTS
GOAL: seeks to maintain a 
yield that exceeds the 
composite dividend yield of 
the S&P 500; also considers 
the potential for achieving 
capital appreciation
START DATE: April 25, 1983
SIZE: as of November 30, 
1998, more than $4.1 billion
MANAGER: Robert Chow, since 
1996; joined Fidelity in 1989
(checkmark)
 
 
INVESTMENT CHANGES 
 
 
 
TOP TEN STOCKS AS OF NOVEMBER 30, 1998                                         
 
                                        % OF FUND'S   % OF FUND'S INVESTMENTS  
                                        INVESTMENTS   IN THESE STOCKS          
                                                      6 MONTHS AGO             
 
Fleet Financial Group, Inc.              3.3           2.3                     
 
General Electric Co.                     2.6           1.3                     
 
International Business Machines Corp.    2.5           1.8                     
 
Philip Morris Companies, Inc.            2.3           1.7                     
 
Citigroup, Inc.                          2.1           3.1                     
 
PMI Group, Inc.                          2.0           2.8                     
 
AT&T Corp.                               2.0           1.0                     
 
British Petroleum Co. PLC ADR            1.9           1.8                     
 
U.S. WEST, Inc.                          1.8           1.7                     
 
Bristol-Myers Squibb Co.                 1.8           1.1                     
 
 
<TABLE>
<CAPTION>
<S>                                              <C>           <C>                      
TOP FIVE MARKET SECTORS AS OF NOVEMBER 30, 1998                                         
 
                                                 % OF FUND'S   % OF FUND'S INVESTMENTS  
                                                 INVESTMENTS   IN THESE MARKET SECTORS  
                                                               6 MONTHS AGO             
 
FINANCE                                           18.5          19.4                    
 
ENERGY                                            10.1          8.5                     
 
UTILITIES                                         9.0           6.1                     
 
TECHNOLOGY                                        8.5           8.8                     
 
BASIC INDUSTRIES                                  7.7           6.2                     
 
</TABLE>
 
ASSET ALLOCATION (% OF FUND'S INVESTMENTS)               
 
AS OF NOVEMBER 30, 1998 * AS OF MAY 31, 1998 ** 
ROW: 1, COL: 1, VALUE: 5.9
ROW: 1, COL: 2, VALUE: 94.09999999999999
STOCKS 95.7%
SHORT-TERM
INVESTMENTS 4.3%
FOREIGN
INVESTMENTS 8.0%
STOCKS 94.1%
 
SHORT-TERM
INVESTMENTS 5.9%
FOREIGN
INVESTMENTS 6.0%
ROW: 1, COL: 1, VALUE: 4.3
ROW: 1, COL: 2, VALUE: 95.7
*
**
 
 
INVESTMENTS NOVEMBER 30, 1998
 
SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES
 
 
 
<TABLE>
<CAPTION>
<S>                                          <C>         <C>         <C>              
COMMON STOCKS - 94.1%                                                                 
 
                                             SHARES                  VALUE (NOTE 1)   
                                                                     (000S)           
 
AEROSPACE & DEFENSE - 2.6%                                                            
 
AEROSPACE & DEFENSE - 1.6%                                                            
 
AlliedSignal, Inc.                            280,000                $ 12,320         
 
GenCorp, Inc.                                 800,000                 19,700          
 
Lockheed Martin Corp.                         160,000                 16,600          
 
United Technologies Corp.                     180,000                 19,294          
 
                                                                      67,914          
 
DEFENSE ELECTRONICS - 1.0%                                                            
 
Litton Industries, Inc. (a)                   540,000                 33,041          
 
Raytheon Co. Class B                          130,000                 7,199           
 
                                                                      40,240          
 
TOTAL AEROSPACE & DEFENSE                                             108,154         
 
BASIC INDUSTRIES - 7.7%                                                               
 
CHEMICALS & PLASTICS - 1.6%                                                           
 
BASF AG                                       400,000                 15,124          
 
Cytec Industries, Inc. (a)                    400,000                 9,025           
 
du Pont (E.I.) de Nemours & Co.               220,000                 12,925          
 
Ferro Corp.                                   650,000                 18,159          
 
Monsanto Co.                                  40,000                  1,813           
 
W.R. Grace & Co.                              400,000                 6,600           
 
                                                                      63,646          
 
IRON & STEEL - 0.4%                                                                   
 
Nucor Corp.                                   370,000                 15,540          
 
METALS & MINING - 1.1%                                                                
 
Aluminum Co. of America                       600,000                 44,475          
 
PAPER & FOREST PRODUCTS - 4.6%                                                        
 
Bowater, Inc.                                 1,700,000               67,150          
 
Chesapeake Corp.                              750,000                 26,016          
 
Georgia-Pacific Corp.                         320,000                 18,160          
 
Kimberly-Clark Corp.                          1,200,000               63,150          
 
Pentair, Inc.                                 400,000                 15,075          
 
                                                                      189,551         
 
TOTAL BASIC INDUSTRIES                                                313,212         
 
COMMON STOCKS - CONTINUED                                                             
 
                                             SHARES                  VALUE (NOTE 1)   
                                                                     (000S)           
 
CONSTRUCTION & REAL ESTATE - 2.3%                                                     
 
BUILDING MATERIALS - 1.6%                                                             
 
American Standard Companies, Inc. (a)         280,000                $ 9,590          
 
CalMat Co.                                    220,000                 6,765           
 
Masco Corp.                                   400,000                 11,550          
 
Sherwin-Williams Co.                          200,000                 5,675           
 
USG Corp.                                     580,000                 28,674          
 
York International Corp.                      140,000                 5,880           
 
                                                                      68,134          
 
CONSTRUCTION - 0.4%                                                                   
 
Centex Corp.                                  220,000                 7,851           
 
Lennar Corp.                                  350,000                 7,788           
 
                                                                      15,639          
 
REAL ESTATE INVESTMENT TRUSTS - 0.3%                                                  
 
Duke Realty Investments, Inc.                 223,672                 5,075           
 
Public Storage, Inc.                          240,000                 6,375           
 
                                                                      11,450          
 
TOTAL CONSTRUCTION & REAL ESTATE                                      95,223          
 
DURABLES - 6.0%                                                                       
 
AUTOS, TIRES, & ACCESSORIES - 3.4%                                                    
 
DaimlerChrysler AG                            140,000                 12,836          
 
Ford Motor Co.                                750,000                 41,438          
 
ITT Industries, Inc.                          450,000                 16,200          
 
Snap-On, Inc.                                 191,600                 6,514           
 
TRW, Inc.                                     1,100,000               60,569          
 
                                                                      137,557         
 
CONSUMER DURABLES - 0.4%                                                              
 
Minnesota Mining & Manufacturing Co.          230,000                 18,472          
 
CONSUMER ELECTRONICS - 0.8%                                                           
 
Black & Decker Corp.                          150,000                 8,128           
 
Electrolux AB                                 800,000                 12,178          
 
Maytag Corp.                                  240,000                 12,990          
 
                                                                      33,296          
 
COMMON STOCKS - CONTINUED                                                             
 
                                             SHARES                  VALUE (NOTE 1)   
                                                                     (000S)           
 
DURABLES - CONTINUED                                                                  
 
HOME FURNISHINGS - 0.8%                                                               
 
Leggett & Platt, Inc.                         1,038,100              $ 23,552         
 
Miller (Herman), Inc.                         500,000                 10,625          
 
                                                                      34,177          
 
TEXTILES & APPAREL - 0.6%                                                             
 
Dexter Corp.                                  600,000                 19,238          
 
NIKE, Inc. Class B                            120,000                 4,800           
 
                                                                      24,038          
 
TOTAL DURABLES                                                        247,540         
 
ENERGY - 10.1%                                                                        
 
ENERGY SERVICES - 0.7%                                                                
 
Halliburton Co.                               200,000                 5,875           
 
Helmerich & Payne, Inc.                       240,000                 4,140           
 
Schlumberger Ltd.                             440,000                 19,663          
 
                                                                      29,678          
 
OIL & GAS - 9.4%                                                                      
 
Amerada Hess Corp.                            500,000                 27,750          
 
Apache Corp.                                  650,000                 14,950          
 
British Petroleum Co. PLC ADR                 847,253                 78,053          
 
Burlington Resources, Inc.                    300,000                 10,688          
 
Chevron Corp.                                 630,000                 52,684          
 
Elf Aquitaine                                 350,000                 43,575          
 
Exxon Corp.                                   400,000                 30,025          
 
Texaco, Inc.                                  920,000                 52,958          
 
Tosco Corp.                                   400,000                 10,450          
 
Total SA sponsored ADR                        500,000                 30,563          
 
USX-Marathon Group                            1,100,000               31,213          
 
                                                                      382,909         
 
TOTAL ENERGY                                                          412,587         
 
COMMON STOCKS - CONTINUED                                                             
 
                                             SHARES                  VALUE (NOTE 1)   
                                                                     (000S)           
 
FINANCE - 18.5%                                                                       
 
BANKS - 3.2%                                                                          
 
Bank of New York Co., Inc.                    2,040,000              $ 69,870         
 
Comerica, Inc.                                500,000                 32,250          
 
Wells Fargo & Co.                             800,000                 28,800          
 
                                                                      130,920         
 
CREDIT & OTHER FINANCE - 7.1%                                                         
 
American Express Co.                          500,000                 50,031          
 
Citigroup, Inc.                               1,700,000               85,319          
 
Fleet Financial Group, Inc.                   3,200,000               133,383         
 
Household International, Inc.                 514,300                 20,122          
 
                                                                      288,855         
 
FEDERAL SPONSORED CREDIT - 2.3%                                                       
 
Fannie Mae                                    760,000                 55,290          
 
Freddie Mac                                   650,000                 39,325          
 
                                                                      94,615          
 
INSURANCE - 5.1%                                                                      
 
Allstate Corp.                                620,000                 25,265          
 
American International Group, Inc.            200,000                 18,800          
 
Chubb Corp. (The)                             200,000                 14,013          
 
General Re Corp.                              50,000                  11,675          
 
Hartford Financial Services Group, Inc.       600,000                 33,113          
 
Loews Corp.                                   90,000                  9,000           
 
PMI Group, Inc.                               1,490,000               81,484          
 
PXRE Corp.                                    660,000                 14,644          
 
                                                                      207,994         
 
SECURITIES INDUSTRY - 0.8%                                                            
 
Lehman Brothers Holdings, Inc.                700,000                 34,956          
 
TOTAL FINANCE                                                         757,340         
 
HEALTH - 6.2%                                                                         
 
DRUGS & PHARMACEUTICALS - 4.4%                                                        
 
American Home Products Corp.                  850,000                 45,263          
 
Bristol-Myers Squibb Co.                      600,000                 73,538          
 
Merck & Co., Inc.                             400,000                 61,950          
 
                                                                      180,751         
 
COMMON STOCKS - CONTINUED                                                             
 
                                             SHARES                  VALUE (NOTE 1)   
                                                                     (000S)           
 
HEALTH - CONTINUED                                                                    
 
MEDICAL EQUIPMENT & SUPPLIES - 1.8%                                                   
 
Allegiance Corp.                              380,000                $ 15,319         
 
Johnson & Johnson                             700,000                 56,875          
 
                                                                      72,194          
 
TOTAL HEALTH                                                          252,945         
 
HOLDING COMPANIES - 0.3%                                                              
 
PartnerRe Ltd.                                250,000                 11,063          
 
INDUSTRIAL MACHINERY & EQUIPMENT - 6.3%                                               
 
ELECTRICAL EQUIPMENT - 3.0%                                                           
 
Emerson Electric Co.                          230,000                 14,950          
 
General Electric Co.                          1,200,000               108,600         
 
                                                                      123,550         
 
INDUSTRIAL MACHINERY & EQUIPMENT - 2.0%                                               
 
Applied Industrial Technologies, Inc.         328,900                 4,605           
 
Caterpillar, Inc.                             420,000                 20,764          
 
Ingersoll-Rand Co.                            200,000                 9,362           
 
Tyco International Ltd.                       460,000                 30,274          
 
UNOVA, Inc.                                   1,000,000               16,938          
 
                                                                      81,943          
 
POLLUTION CONTROL - 1.3%                                                              
 
Browning-Ferris Industries, Inc.              850,000                 25,075          
 
Waste Management, Inc.                        600,000                 25,725          
 
                                                                      50,800          
 
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT                                256,293         
 
MEDIA & LEISURE - 0.1%                                                                
 
PUBLISHING - 0.1%                                                                     
 
Knight-Ridder, Inc.                           120,000                 6,173           
 
NONDURABLES - 7.4%                                                                    
 
BEVERAGES - 2.8%                                                                      
 
Anheuser-Busch Companies, Inc.                580,000                 35,163          
 
PepsiCo, Inc.                                 1,600,000               61,900          
 
Whitman Corp.                                 700,000                 15,838          
 
                                                                      112,901         
 
COMMON STOCKS - CONTINUED                                                             
 
                                             SHARES                  VALUE (NOTE 1)   
                                                                     (000S)           
 
NONDURABLES - CONTINUED                                                               
 
FOODS - 0.8%                                                                          
 
Heinz (H.J.) Co.                              290,000                $ 16,911         
 
Lance, Inc.                                   700,000                 13,781          
 
                                                                      30,692          
 
HOUSEHOLD PRODUCTS - 1.5%                                                             
 
Church & Dwight Co., Inc.                     780,000                 26,959          
 
Procter & Gamble Co.                          150,000                 13,144          
 
Unilever NV (NY shares)                       300,000                 23,194          
 
                                                                      63,297          
 
TOBACCO - 2.3%                                                                        
 
Philip Morris Companies, Inc.                 1,700,000               95,094          
 
TOTAL NONDURABLES                                                     301,984         
 
RETAIL & WHOLESALE - 5.8%                                                             
 
APPAREL STORES - 0.2%                                                                 
 
TJX Companies, Inc.                           360,000                 9,225           
 
DRUG STORES - 0.9%                                                                    
 
CVS Corp.                                     200,000                 9,875           
 
Rite Aid Corp.                                570,000                 26,434          
 
                                                                      36,309          
 
GENERAL MERCHANDISE STORES - 3.8%                                                     
 
Consolidated Stores Corp. (a)                 800,000                 17,200          
 
Federated Department Stores, Inc. (a)         1,600,000               66,700          
 
Jo-Ann Stores, Inc. (a)                       470,000                 7,491           
 
May Department Stores Co. (The)               680,000                 41,013          
 
Wal-Mart Stores, Inc.                         300,000                 22,594          
 
                                                                      154,998         
 
GROCERY STORES - 0.4%                                                                 
 
Safeway, Inc. (a)                             320,000                 16,900          
 
RETAIL & WHOLESALE, MISCELLANEOUS - 0.5%                                              
 
Home Depot, Inc.                              440,000                 21,890          
 
TOTAL RETAIL & WHOLESALE                                              239,322         
 
COMMON STOCKS - CONTINUED                                                             
 
                                             SHARES                  VALUE (NOTE 1)   
                                                                     (000S)           
 
SERVICES - 1.9%                                                                       
 
PRINTING - 1.0%                                                                       
 
Donnelley (R.R.) & Sons Co.                   450,000                $ 19,097         
 
Reynolds & Reynolds Co. Class A               1,100,000               23,238          
 
                                                                      42,335          
 
SERVICES - 0.9%                                                                       
 
ACNielsen Corp. (a)                           1,000,000               27,563          
 
Dun & Bradstreet Corp.                        320,000                 9,660           
 
                                                                      37,223          
 
TOTAL SERVICES                                                        79,558          
 
TECHNOLOGY - 8.5%                                                                     
 
COMPUTER SERVICES & SOFTWARE - 1.2%                                                   
 
CompUSA, Inc. (a)                             600,000                 8,888           
 
Electronic Data Systems Corp.                 460,000                 17,940          
 
Wang Laboratories, Inc. (a)                   880,000                 22,440          
 
                                                                      49,268          
 
COMPUTERS & OFFICE EQUIPMENT - 5.6%                                                   
 
Apple Computer, Inc. (a)                      240,000                 7,665           
 
Compaq Computer Corp.                         440,000                 14,300          
 
International Business Machines Corp.         630,000                 103,950         
 
Pitney Bowes, Inc.                            1,200,000               67,200          
 
Unisys Corp. (a)                              1,300,000               37,050          
 
                                                                      230,165         
 
ELECTRONICS - 1.3%                                                                    
 
AMP, Inc.                                     366,345                 17,722          
 
Texas Instruments, Inc.                       460,000                 35,133          
 
                                                                      52,855          
 
PHOTOGRAPHIC EQUIPMENT - 0.4%                                                         
 
Eastman Kodak Co.                             200,000                 14,513          
 
TOTAL TECHNOLOGY                                                      346,801         
 
TRANSPORTATION - 1.4%                                                                 
 
AIR TRANSPORTATION - 0.2%                                                             
 
AMR Corp. (a)                                 120,000                 7,913           
 
COMMON STOCKS - CONTINUED                                                             
 
                                             SHARES                  VALUE (NOTE 1)   
                                                                     (000S)           
 
TRANSPORTATION - CONTINUED                                                            
 
RAILROADS - 0.7%                                                                      
 
Burlington Northern Santa Fe Corp.            720,000                $ 24,480         
 
Wisconsin Central Transportation Corp. (a)    120,000                 2,175           
 
                                                                      26,655          
 
TRUCKING & FREIGHT - 0.5%                                                             
 
Arnold Industries, Inc.                       620,000                 8,835           
 
Consolidated Freightways Corp. (a)            950,500                 11,941          
 
                                                                      20,776          
 
TOTAL TRANSPORTATION                                                  55,344          
 
UTILITIES - 9.0%                                                                      
 
ELECTRIC UTILITY - 0.6%                                                               
 
American Electric Power Co., Inc.             220,000                 10,203          
 
Entergy Corp.                                 480,000                 14,070          
 
                                                                      24,273          
 
TELEPHONE SERVICES - 8.4%                                                             
 
AT&T Corp.                                    1,300,000               81,006          
 
Bell Atlantic Corp.                           1,300,000               72,313          
 
BellSouth Corp.                               550,000                 47,988          
 
MCI WorldCom, Inc. (a)                        800,000                 47,200          
 
Sprint Corp.:                                 240,000                 17,460          
 (FON Group)                                                                          
 
 (PCS Group)                                  120,000                 1,920           
 
U.S. WEST, Inc.                               1,200,000               74,700          
 
                                                                      342,587         
 
TOTAL UTILITIES                                                       366,860         
 
TOTAL COMMON STOCKS                                                   3,850,399                   
(Cost $2,877,254)                                                                     
 
 
CONVERTIBLE PREFERRED STOCKS - 0.0%                                  
 
                                                SHARES                VALUE (NOTE 1)   
                                                                      (000S)           
 
MEDIA & LEISURE - 0.0%                                               
 
PUBLISHING - 0.0%                                                    
 
Taylor (J.N.) Holdings Ltd. 9.5% (a)            50,000                $ -              
(Cost $235)                                                          
 
CASH EQUIVALENTS - 5.9%                                                     
 
Taxable Central Cash Fund (b)           240,547,241                     240,547  
(Cost $240,547)                                                             
 
TOTAL INVESTMENT IN SECURITIES - 100%                                 $ 4,090,946            
(Cost $3,118,036)                                                           
</TABLE>
 
LEGEND
(a) Non-income producing
(b) At period end, the seven-day yield on the Taxable Central Cash
Fund was 4.81%. The yield refers to the income earned by investing in
the fund over the seven-day period, expressed as an annual percentage.
 
INCOME TAX INFORMATION
At November 30, 1998, the aggregate cost of investment securities for
income tax purposes was $3,119,706,000. Net unrealized appreciation
aggregated $971,240,000 of which $1,059,096,000 related to appreciated
investment securities and $87,856,000 related to depreciated
investment securities.
The fund hereby designates approximately $195,013,000 as a capital
gain dividend for the purpose of the dividend paid deduction.
 
FINANCIAL STATEMENTS
 
 
 
<TABLE>
<CAPTION>
<S>                                                                 <C>      <C>          
STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNTS)                        NOVEMBER 30, 1998                         
 
ASSETS                                                                                    
 
INVESTMENT IN SECURITIES, AT VALUE (COST $3,118,036) -                       $ 4,090,946  
SEE ACCOMPANYING SCHEDULE                                                                 
 
RECEIVABLE FOR INVESTMENTS SOLD                                               16,398      
 
RECEIVABLE FOR FUND SHARES SOLD                                               3,797       
 
DIVIDENDS RECEIVABLE                                                          6,875       
 
INTEREST RECEIVABLE                                                           899         
 
OTHER RECEIVABLES                                                             70          
 
 TOTAL ASSETS                                                                 4,118,985   
 
LIABILITIES                                                                               
 
PAYABLE FOR FUND SHARES REDEEMED                                    $ 6,000               
 
ACCRUED MANAGEMENT FEE                                               1,690                
 
DISTRIBUTION FEES PAYABLE                                            1,848                
 
OTHER PAYABLES AND ACCRUED EXPENSES                                  874                  
 
 TOTAL LIABILITIES                                                            10,412      
 
NET ASSETS                                                                   $ 4,108,573  
 
NET ASSETS CONSIST OF:                                                                    
 
PAID IN CAPITAL                                                              $ 2,910,192  
 
UNDISTRIBUTED NET INVESTMENT INCOME                                           4,229       
 
ACCUMULATED UNDISTRIBUTED NET REALIZED GAIN (LOSS) ON                         221,226     
INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS                                             
 
NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS                     972,926     
AND ASSETS AND LIABILITIES IN FOREIGN CURRENCIES                                          
 
NET ASSETS                                                                   $ 4,108,573  
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                                 <C>  <C>      
STATEMENT OF ASSETS AND LIABILITIES - CONTINUED
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNTS)                NOVEMBER 30, 1998                 
 
CALCULATION OF MAXIMUM OFFERING PRICE                                     $28.15  
CLASS A:                                                                          
NET ASSET VALUE AND REDEMPTION PRICE PER SHARE                                    
 ($65,436 (DIVIDED BY) 2,324.4 SHARES)                                            
 
MAXIMUM OFFERING PRICE PER SHARE (100/94.25 OF $28.15)                    $29.87  
 
CLASS T:                                                                  $28.35  
NET ASSET VALUE AND REDEMPTION PRICE PER SHARE                                    
 ($2,635,406 (DIVIDED BY) 92,944 SHARES)                                          
 
MAXIMUM OFFERING PRICE PER SHARE (100/96.50 OF $28.35)                    $29.38  
 
CLASS B:                                                                  $28.20  
NET ASSET VALUE AND OFFERING PRICE PER SHARE                                      
 ($877,573 (DIVIDED BY) 31,123 SHARES) A                                          
 
CLASS C:                                                                  $28.23  
NET ASSET VALUE AND OFFERING PRICE PER SHARE                                      
 ($37,014 (DIVIDED BY) 1,311 SHARES) A                                            
 
INSTITUTIONAL CLASS:                                                      $28.59  
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE                              
 PER SHARE ($493,144 (DIVIDED BY) 17,250 SHARES)                                  
 
</TABLE>
 
A REDEMPTION PRICE PER SHARE IS EQUAL TO NET ASSET VALUE LESS ANY
APPLICABLE CONTINGENT DEFERRED SALES CHARGE.
 
STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS  YEAR ENDED NOVEMBER 30, 1998                             
 
INVESTMENT INCOME                                                   $ 64,563   
DIVIDENDS                                                                      
 
INTEREST                                                             8,924     
 
 TOTAL INCOME                                                        73,487    
 
EXPENSES                                                                       
 
MANAGEMENT FEE                                            $ 19,202             
 
TRANSFER AGENT FEES                                        6,820               
 
DISTRIBUTION FEES                                          20,749              
 
ACCOUNTING FEES AND EXPENSES                               811                 
 
NON-INTERESTED TRUSTEES' COMPENSATION                      14                  
 
CUSTODIAN FEES AND EXPENSES                                84                  
 
REGISTRATION FEES                                          330                 
 
AUDIT                                                      74                  
 
LEGAL                                                      14                  
 
REPORTS TO SHAREHOLDERS                                    143                 
 
MISCELLANEOUS                                              10                  
 
 TOTAL EXPENSES BEFORE REDUCTIONS                          48,251              
 
 EXPENSE REDUCTIONS                                        (580)     47,671    
 
NET INVESTMENT INCOME                                                25,816    
 
REALIZED AND UNREALIZED GAIN (LOSS)                                            
NET REALIZED GAIN (LOSS) ON:                                                   
 
 INVESTMENT SECURITIES                                     223,179             
 
 FOREIGN CURRENCY TRANSACTIONS                             (43)      223,136   
 
CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON:                       
 
 INVESTMENT SECURITIES                                     212,032             
 
 ASSETS AND LIABILITIES IN FOREIGN CURRENCIES              15        212,047   
 
NET GAIN (LOSS)                                                      435,183   
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING                     $ 460,999  
FROM OPERATIONS                                                                
 
 
<TABLE>
<CAPTION>
<S>                                                      <C>           <C>           
STATEMENT OF CHANGES IN NET ASSETS
AMOUNTS IN THOUSANDS                                     YEAR ENDED    YEAR ENDED    
                                                         NOVEMBER 30,  NOVEMBER 30,  
                                                         1998          1997          
 
INCREASE (DECREASE) IN NET ASSETS                                                    
 
OPERATIONS                                               $ 25,816      $ 30,780      
NET INVESTMENT INCOME                                                                
 
 NET REALIZED GAIN (LOSS)                                 223,136       243,508      
 
 CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION)     212,047       326,758      
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING          460,999       601,046      
FROM OPERATIONS                                                                      
 
DISTRIBUTIONS TO SHAREHOLDERS                             (25,412)      (31,851)     
FROM NET INVESTMENT INCOME                                                           
 
 FROM NET REALIZED GAIN                                   (218,223)     (64,869)     
 
 TOTAL DISTRIBUTIONS                                      (243,635)     (96,720)     
 
SHARE TRANSACTIONS - NET INCREASE (DECREASE)              528,457       337,812      
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                 745,821       842,138      
 
NET ASSETS                                                                           
 
 BEGINNING OF PERIOD                                      3,362,752     2,520,614    
 
 END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT   $ 4,108,573   $ 3,362,752   
INCOME OF $4,229 AND $3,579, RESPECTIVELY)                                           
 
</TABLE>
 
 
 
<TABLE>
<CAPTION>
<S>                                                    <C>       <C>       <C>             
FINANCIAL HIGHLIGHTS - CLASS A
                                                       YEARS ENDED NOVEMBER 30,                
 
                                                       1998      1997      1996 F  
SELECTED PER-SHARE DATA                                                                    
 
NET ASSET VALUE, BEGINNING OF PERIOD                   $ 26.69   $ 22.78   $ 20.38         
 
INCOME FROM INVESTMENT OPERATIONS                                                          
 
 NET INVESTMENT INCOME E                                .24       .23       .06            
 
 NET REALIZED AND UNREALIZED GAIN (LOSS)                3.19      4.61      2.44           
 
 TOTAL FROM INVESTMENT OPERATIONS                       3.43      4.84      2.50           
 
LESS DISTRIBUTIONS                                                                         
 
 FROM NET INVESTMENT INCOME                             (.25)     (.34)     (.10)          
 
 FROM NET REALIZED GAIN                                 (1.72)    (.59)     -              
 
 TOTAL DISTRIBUTIONS                                    (1.97)    (.93)     (.10)          
 
NET ASSET VALUE, END OF PERIOD                         $ 28.15   $ 26.69   $ 22.78         
 
TOTAL RETURN B, C                                       13.82%    22.05%    12.31%         
 
RATIOS AND SUPPLEMENTAL DATA                                                               
 
NET ASSETS, END OF PERIOD (000 OMITTED)                $ 65,436  $ 25,659  $ 3,306         
 
RATIO OF EXPENSES TO AVERAGE NET ASSETS                 1.03%     1.26% G   1.46% A, D, G  
 
RATIO OF EXPENSES TO AVERAGE NET ASSETS AFTER           1.02% H   1.25% H   1.44% A, H     
EXPENSE REDUCTIONS                                                                         
 
RATIO OF NET INVESTMENT INCOME TO AVERAGE NET ASSETS    .89%      .93%      1.27% A        
 
PORTFOLIO TURNOVER                                      59%       55%       78%            
 
</TABLE>
 
A ANNUALIZED
B 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).
C TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR
PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
D LIMITED IN ACCORDANCE WITH A STATE EXPENSE LIMITATION.
E NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
F FOR THE PERIOD SEPTEMBER 3, 1996 (COMMENCEMENT OF SALE OF CLASS A
SHARES) TO NOVEMBER 30, 1996.
G FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
H FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS' EXPENSES
(SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).
 
 
<TABLE>
<CAPTION>
<S>                                 <C>          <C>          <C>          <C>        <C>        
FINANCIAL HIGHLIGHTS - CLASS T
                                                     YEARS ENDED NOVEMBER 30,                          
 
                                    1998         1997         1996         1995       1994  
SELECTED PER-SHARE DATA                                                                          
 
NET ASSET VALUE, BEGINNING          $ 26.85      $ 22.83      $ 19.95      $ 15.96    $ 14.86    
OF PERIOD                                                                                        
 
INCOME FROM INVESTMENT                                                                           
OPERATIONS                                                                                       
 
 NET INVESTMENT INCOME               .19 C        .26 C        .30 C        .31        .28 C     
 
 NET REALIZED AND UNREALIZED         3.22         4.62         3.35         4.26       1.03      
 GAIN (LOSS)                                                                                     
 
 TOTAL FROM INVESTMENT OPERATIONS    3.41         4.88         3.65         4.57       1.31      
 
LESS DISTRIBUTIONS                                                                               
 
 FROM NET INVESTMENT INCOME          (.19)        (.27)        (.31)        (.30)      (.21)     
 
 FROM NET REALIZED GAIN              (1.72)       (.59)        (.46)        (.28)      -         
 
 TOTAL DISTRIBUTIONS                 (1.91)       (.86)        (.77)        (.58)      (.21)     
 
NET ASSET VALUE, END OF PERIOD      $ 28.35      $ 26.85      $ 22.83      $ 19.95    $ 15.96    
 
TOTAL RETURN A, B                    13.63%       22.12%       18.89%       29.46%     8.84%     
 
RATIOS AND SUPPLEMENTAL DATA                                                                     
 
NET ASSETS, END OF PERIOD           $ 2,635,406  $ 2,190,070  $ 1,672,994  $ 880,054  $ 179,501  
(000 OMITTED)                                                                                    
 
RATIO OF EXPENSES TO AVERAGE         1.21%        1.23%        1.27%        1.48%      1.67%     
NET ASSETS                                                                                       
 
RATIO OF EXPENSES TO AVERAGE NET     1.20% D      1.21% D      1.26% D      1.47% D    1.64% D   
ASSETS AFTER EXPENSE REDUCTIONS                                                                  
 
RATIO OF NET INVESTMENT INCOME TO    .72%         1.05%        1.45%        1.78%      1.69%     
AVERAGE NET ASSETS                                                                               
 
PORTFOLIO TURNOVER                   59%          55%          78%          80%        140%      
 
</TABLE>
 
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 TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE.
C NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
D FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS' EXPENSES
(SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).
 
 
<TABLE>
<CAPTION>
<S>                                 <C>        <C>        <C>        <C>        <C>          
FINANCIAL HIGHLIGHTS - CLASS B
                                                 YEARS ENDED NOVEMBER 30,                            
 
                                    1998       1997       1996       1995       1994 E  
SELECTED PER-SHARE DATA                                                                      
 
NET ASSET VALUE, BEGINNING          $ 26.73    $ 22.73    $ 19.90    $ 15.94    $ 15.21      
OF PERIOD                                                                                    
 
INCOME FROM INVESTMENT OPERATIONS                                                            
 
 NET INVESTMENT INCOME               .05 D      .13 D      .19 D      .26        .08 D       
 
 NET REALIZED AND UNREALIZED         3.21       4.61       3.33       4.23       .72         
 GAIN (LOSS)                                                                                 
 
 TOTAL FROM INVESTMENT OPERATIONS    3.26       4.74       3.52       4.49       .80         
 
LESS DISTRIBUTIONS                                                                           
 
 FROM NET INVESTMENT INCOME          (.07)      (.15)      (.23)      (.25)      (.07)       
 
 FROM NET REALIZED GAIN              (1.72)     (.59)      (.46)      (.28)      -           
 
 TOTAL DISTRIBUTIONS                 (1.79)     (.74)      (.69)      (.53)      (.07)       
 
NET ASSET VALUE, END OF PERIOD      $ 28.20    $ 26.73    $ 22.73    $ 19.90    $ 15.94      
 
TOTAL RETURN B, C                    13.06%     21.52%     18.22%     28.95%     5.25%       
 
RATIOS AND SUPPLEMENTAL DATA                                                                 
 
NET ASSETS, END OF PERIOD           $ 877,573  $ 682,308  $ 500,447  $ 270,101  $ 35,373     
(000 OMITTED)                                                                                
 
RATIO OF EXPENSES TO AVERAGE         1.74%      1.74% F    1.81%      1.85%      2.24% A     
NET ASSETS                                                                                   
 
RATIO OF EXPENSES TO AVERAGE NET     1.72% G    1.73% G    1.79% G    1.84% G    2.18% A, G  
ASSETS AFTER EXPENSE REDUCTIONS                                                              
 
RATIO OF NET INVESTMENT INCOME TO    .19%       .53%       .92%       1.41%      1.15% A     
AVERAGE NET ASSETS                                                                           
 
PORTFOLIO TURNOVER                   59%        55%        78%        80%        140%        
 
</TABLE>
 
A ANNUALIZED
B 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).
C TOTAL RETURNS DO NOT INCLUDE THE CONTINGENT DEFERRED SALES CHARGE
AND FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
D NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
E FOR THE PERIOD JUNE 30, 1994 (COMMENCEMENT OF SALE OF CLASS B
SHARES) TO NOVEMBER 30, 1994.
F FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
G FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS' EXPENSES
(SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).
 
 
<TABLE>
<CAPTION>
<S>                                                                <C>       <C>          
FINANCIAL HIGHLIGHTS - CLASS C
                                                                     YEARS ENDED           
                                                                     NOVEMBER 30,          
 
                                                                   1998      1997 E  
SELECTED PER-SHARE DATA                                                                   
 
NET ASSET VALUE, BEGINNING OF PERIOD                               $ 26.84   $ 26.65      
 
INCOME FROM INVESTMENT OPERATIONS                                                         
 
 NET INVESTMENT INCOME D                                            .02       .02         
 
 NET REALIZED AND UNREALIZED GAIN (LOSS)                            3.21      .17         
 
 TOTAL FROM INVESTMENT OPERATIONS                                   3.23      .19         
 
LESS DISTRIBUTIONS                                                                        
 
 FROM NET INVESTMENT INCOME                                         (.12)     -           
 
 FROM NET REALIZED GAIN                                             (1.72)    -           
 
 TOTAL DISTRIBUTIONS                                                (1.84)    -           
 
NET ASSET VALUE, END OF PERIOD                                     $ 28.23   $ 26.84      
 
TOTAL RETURN B, C                                                   12.90%    .71%        
 
RATIOS AND SUPPLEMENTAL DATA                                                              
 
NET ASSETS, END OF PERIOD (000 OMITTED)                            $ 37,014  $ 684        
 
RATIO OF EXPENSES TO AVERAGE NET ASSETS                             1.84%     1.85% A, F  
 
RATIO OF EXPENSES TO AVERAGE NET ASSETS AFTER EXPENSE REDUCTIONS    1.82% G   1.81% A, G  
 
RATIO OF NET INVESTMENT INCOME TO AVERAGE NET ASSETS                .07%      1.24% A     
 
PORTFOLIO TURNOVER                                                  59%       55%         
 
</TABLE>
 
A ANNUALIZED
B 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).
C TOTAL RETURNS DO NOT INCLUDE THE CONTINGENT DEFERRED SALES CHARGE
AND FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
D NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
E FOR THE PERIOD NOVEMBER 3, 1997 (COMMENCEMENT OF SALE OF CLASS C
SHARES) TO NOVEMBER 30, 1997.
F FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
G FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS' EXPENSES
(SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).
 
 
<TABLE>
<CAPTION>
<S>                                 <C>        <C>        <C>        <C>        <C>        
FINANCIAL HIGHLIGHTS - INSTITUTIONAL CLASS
                                                YEARS ENDED NOVEMBER 30,                          
 
                                     1998      1997       1996       1995       1994  
SELECTED PER-SHARE DATA                                                                    
 
NET ASSET VALUE, BEGINNING          $ 27.07    $ 23.00    $ 20.09    $ 16.07    $ 14.93    
OF PERIOD                                                                                  
 
INCOME FROM INVESTMENT                                                                     
OPERATIONS                                                                                 
 
 NET INVESTMENT INCOME               .34 B      .39 B      .42 B      .45        .41 B     
 
 NET REALIZED AND UNREALIZED         3.24       4.68       3.37       4.28       1.05      
 GAIN (LOSS)                                                                               
 
 TOTAL FROM INVESTMENT OPERATIONS    3.58       5.07       3.79       4.73       1.46      
 
LESS DISTRIBUTIONS                                                                         
 
 FROM NET INVESTMENT INCOME          (.34)      (.41)      (.42)      (.43)      (.32)     
 
 FROM NET REALIZED GAIN              (1.72)     (.59)      (.46)      (.28)      -         
 
 TOTAL DISTRIBUTIONS                 (2.06)     (1.00)     (.88)      (.71)      (.32)     
 
NET ASSET VALUE, END OF PERIOD      $ 28.59    $ 27.07    $ 23.00    $ 20.09    $ 16.07    
 
TOTAL RETURN A                       14.23%     22.87%     19.54%     30.43%     9.82%     
 
RATIOS AND SUPPLEMENTAL DATA                                                               
 
NET ASSETS, END OF PERIOD           $ 493,144  $ 464,031  $ 343,867  $ 297,453  $ 197,533  
(000 OMITTED)                                                                              
 
RATIO OF EXPENSES TO AVERAGE         .68%       .69%       .71%       .74%       .73%      
NET ASSETS                                                                                 
 
RATIO OF EXPENSES TO AVERAGE NET     .67% C     .67% C     .70% C     .73% C     .71% C    
ASSETS AFTER EXPENSE REDUCTIONS                                                            
 
RATIO OF NET INVESTMENT INCOME TO    1.25%      1.60%      2.02%      2.52%      2.62%     
AVERAGE NET ASSETS                                                                         
 
PORTFOLIO TURNOVER                   59%        55%        78%        80%        140%      
 
</TABLE>
 
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 OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS' EXPENSES
(SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).
 
NOTES TO FINANCIAL STATEMENTS
For the period ended November 30, 1998
 
 
1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Advisor Equity Income Fund (the fund) is a fund of Fidelity
Advisor Series III (the trust) and is authorized to issue an unlimited
number of shares. The trust is registered under the Investment Company
Act of 1940, as amended (the 1940 Act), as an open-end management
investment company organized as a Massachusetts business trust.
The fund offers Class A, Class T, Class B, Class C, and Institutional
Class shares, each of which has equal rights as to assets and voting
privileges. Each class has exclusive voting rights with respect to
matters that affect that class. Class B shares will automatically
convert to Class A shares after a holding period of seven years from
the initial date of purchase. Investment income, realized and
unrealized capital gains and losses, the common expenses of the fund,
and certain fund-level expense reductions, if any, are allocated on a
pro rata basis to each class based on the relative net assets of each
class to the total net assets of the fund. Each class of shares
differs in its respective distribution, transfer agent, and certain
other class-specific fees, expenses, and expense reductions.
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 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 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
and 
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
FOREIGN CURRENCY TRANSLATION - CONTINUED
settlement date 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 included in
dividend income, if any, are recorded at the fair market value of the
securities received. Interest income is accrued as earned. Investment
income is recorded net of foreign taxes withheld where recovery of
such taxes is uncertain.
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 dividends and capital gain distributions are
declared separately for each class. 
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 litigation proceeds,  foreign currency transactions,
passive foreign investment companies (PFIC), non-taxable dividends 
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.
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
DISTRIBUTIONS TO SHAREHOLDERS - CONTINUED
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.
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.
3. PURCHASES AND SALES OF INVESTMENTS. 
Purchases and sales of securities, other than short-term securities,
aggregated $2,395,680,000 and $2,153,562,000, 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. As of November 18, 1998 shareholders approved an amended
management fee contract with FMR. Effective December 1, 1998 FMR will
receive 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 will range from .2500%
to.5200%. The annual individual fund fee rate will be .20%.
DISTRIBUTION AND SERVICE PLAN. In accordance with Rule 12b-1 of the
1940 Act, the Trustees have adopted separate distribution plans with
respect to each class of shares (collectively referred to as "the
Plans"). Under certain of the Plans, the class pays Fidelity
Distributors Corporation (FDC), an affiliate of FMR, a distribution
and service fee. A portion of this fee may be reallowed to securities
dealers, banks and other financial institutions for the distribution
of each class of shares and providing shareholder support services.
For the period, this fee was based on the following annual rates of
the average net assets of each applicable class:
 
CLASS A    .25%    
 
CLASS T    .50%    
 
CLASS B    1.00%*  
 
CLASS C    1.00%*  
 
* .75% REPRESENTS A DISTRIBUTION FEE AND .25% REPRESENTS A SHAREHOLDER
SERVICE FEE.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
DISTRIBUTION AND SERVICE PLAN - CONTINUED
For the period, each class paid FDC the following amounts, a portion
of which was retained by FDC:
 
          PAID TO       RETAINED     
          FDC           BY FDC       
 
CLASS A   $             $            
          119,000       -            
 
CLASS T    12,462,000    185,000     
 
CLASS B    7,988,000     5,996,000   
 
CLASS C    180,000       179,000     
 
          $ 20,749,000  $ 6,360,000  
 
Under the Plans, FMR may use its resources to pay administrative and
promotional expenses related to the sale of each class' shares. The
Plans also authorize payments to third parties that assist in the sale
of each class' shares or render shareholder support services. For the
period, the following amounts were paid to third parties under the
Plans:
 
CLASS A               $              
                      18,000         
 
CLASS T                394,000       
 
CLASS B                271,000       
 
CLASS C                19,000        
 
INSTITUTIONAL CLASS    28,000        
 
SALES LOAD. FDC receives a front-end sales charge of up to 5.75% for
selling Class A shares, and 3.50% for selling Class T shares of the
fund. FDC receives the proceeds of contingent deferred sales charges
levied on Class B share redemptions occurring within six years of
purchase and Class C share redemptions occurring within one year of
purchase. Contingent deferred sales charges are based on declining
rates ranging from 5% to 1% for Class B and 1% for Class C, of the
lesser of the cost of shares at the initial date of purchase or the
net asset value of the redeemed shares, excluding any reinvested
dividends and capital gains. In addition, purchases of Class A and
Class T shares that were subject to a finder's fee bear a contingent
deferred sales charge on assets that do not remain in the fund for at
least one year. The Class A and Class T contingent deferred sales
charge is based on 0.25% of the lesser of the cost of shares at the
initial date of purchase or the net asset value of the redeemed
shares, excluding any reinvested dividends and capital gains. A
portion of the sales charges paid to FDC are paid to securities
dealers, banks and other financial institutions.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
SALES LOAD - CONTINUED
For the period, sales charge amounts paid to and retained by FDC were
as follows:
 
           PAID TO      RETAINED      
           FDC          BY FDC        
 
CLASS A    $            $             
           672,000      278,000       
 
CLASS T     1,700,000    545,000      
 
CLASS B     1,178,000    1,178,000 *  
 
CLASS C     10,000       10,000 *     
 
           $ 3,560,000  $ 2,011,000   
 
* WHEN CLASS B AND CLASS C SHARES ARE INITIALLY SOLD, FDC PAYS
COMMISSIONS FROM ITS OWN RESOURCES TO SECURITIES DEALERS, 
 BANKS, AND OTHER FINANCIAL INSTITUTIONS THROUGH WHICH THE SALES ARE
MADE.
TRANSFER AGENT FEES. Fidelity Investments Institutional Operations
Company, Inc., (FIIOC), an affiliate of FMR, is the transfer, dividend
disbursing and shareholder servicing agent (collectively referred to
as the transfer agent) for the fund's Class A, Class T, Class B, Class
C and Institutional Class. FIIOC receives account fees and asset-based
fees that vary according to the account size and type of account of
the shareholders of the respective classes of the fund. FIIOC pays for
typesetting, printing and mailing of all shareholder reports, except
proxy statements. For the period, the following amounts were paid to
FIIOC :
 
                       AMOUNT       % OF        
                                    AVERAGE     
                                    NET ASSETS  
 
CLASS A                $            .23         
                       111,000                  
 
CLASS T                 4,388,000   .18         
 
CLASS B                 1,589,000   .20         
 
CLASS C                 40,000      .22         
 
INSTITUTIONAL CLASS     692,000     .14         
 
                       $ 6,820,000              
 
ACCOUNTING FEES. Fidelity Service Company, Inc. (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 $657,000 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 $579,000 under this arrangement.
In addition, the fund has entered into an arrangement with its
custodian whereby credits realized as a result of uninvested cash
balances were used to reduce a portion of expenses. During the period,
the fund's custodian fees were reduced by $1,000 under the custodian
arrangement.
6. DISTRIBUTIONS TO SHAREHOLDERS.
Distributions to shareholders of each class were as follows:
 
                            YEAR ENDED NOVEMBER 30,                
 
                            1998                     1997          
 
FROM NET INVESTMENT INCOME                                         
 
CLASS A                     $                        $             
                            412,000                  131,000       
 
CLASS T                      17,008,000               20,835,000   
 
CLASS B                      1,994,000                3,503,000    
 
CLASS C                      38,000                   -            
 
INSTITUTIONAL CLASS          5,960,000                7,382,000    
 
TOTAL                       $ 25,412,000             $ 31,851,000  
 
FROM NET REALIZED GAIN                                             
 
CLASS A                     $                        $             
                            1,745,000                98,000        
 
CLASS T                      142,228,000              43,072,000   
 
CLASS B                      44,523,000               13,038,000   
 
CLASS C                      120,000                  -            
 
INSTITUTIONAL CLASS          29,607,000               8,661,000    
 
TOTAL                       $ 218,223,000            $ 64,869,000  
 
TOTAL                       $ 243,635,000            $ 96,720,000  
 
7. SHARE TRANSACTIONS.
Share transactions for each class of shares were as follows:
 
<TABLE>
<CAPTION>
<S>                             <C>           <C>           <C>           <C>           
                                SHARES                      DOLLARS                     
 
AMOUNTS IN THOUSANDS            YEAR ENDED    YEAR ENDED    YEAR ENDED    YEAR ENDED    
                                NOVEMBER 30,  NOVEMBER 30,  NOVEMBER 30,  NOVEMBER 30,  
 
                                1998          1997A         1998          1997A         
 
                                                                                        
 
CLASS A                          1,676         919          $             $             
SHARES SOLD                                                 45,746        22,745        
 
REINVESTMENT OF DISTRIBUTIONS    81            9             2,044         208          
 
SHARES REDEEMED                  (394)         (112)         (10,576)      (2,828)      
 
NET INCREASE (DECREASE)          1,363         816          $ 37,214      $ 20,125      
 
CLASS T                          29,496        28,655       $             $             
SHARES SOLD                                                 803,775       693,828       
 
REINVESTMENT OF DISTRIBUTIONS    5,979         2,675         151,631       60,512       
 
SHARES REDEEMED                  (24,087)      (23,070)      (653,931)     (558,854)    
 
NET INCREASE (DECREASE)          11,388        8,260        $ 301,475     $ 195,486     
 
CLASS B                          7,788         5,544        $             $             
SHARES SOLD                                                 212,094       135,409       
 
REINVESTMENT OF DISTRIBUTIONS    1,630         700           41,041        15,570       
 
SHARES REDEEMED                  (3,817)       (2,738)       (102,483)     (66,167)     
 
NET INCREASE (DECREASE)          5,601         3,506        $ 150,652     $ 84,812      
 
CLASS C                          1,373         25           $             $             
SHARES SOLD                                                 37,538        678           
 
REINVESTMENT OF DISTRIBUTIONS    6             -             145           -            
 
SHARES REDEEMED                  (93)          -             (2,412)       -            
 
NET INCREASE (DECREASE)          1,286         25           $ 35,271      $ 678         
 
INSTITUTIONAL CLASS              4,647         11,368       $             $             
SHARES SOLD                                                 128,397       260,181       
 
REINVESTMENT OF DISTRIBUTIONS    1,179         515           30,191        11,887       
 
SHARES REDEEMED                  (5,719)       (9,691)       (154,743)     (235,357)    
 
NET INCREASE (DECREASE)          107           2,192        $ 3,845       $ 36,711      
 
</TABLE>
 
A SHARE TRANSACTIONS FOR CLASS C ARE FOR THE PERIOD NOVEMBER 3, 1997
(COMMENCEMENT OF SALE OF SHARES) TO NOVEMBER 30, 1997.
8. REGISTRATION FEES.
For the period, each class paid the following amounts to register its
shares for sale:
 
                      REGISTRATION  
                      FEES          
 
CLASS A               $             
                      11,000        
 
CLASS T                181,000      
 
CLASS B                78,000       
 
CLASS C                16,000       
 
INSTITUTIONAL CLASS    44,000       
 
                      $ 330,000     
 
REPORT OF INDEPENDENT ACCOUNTANTS
 
 
To the Trustees of Fidelity Advisor Series III and the Shareholders of
Fidelity Advisor Equity Income 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 Advisor Equity Income Fund (a fund of Fidelity Advisor Series
III) at November 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 Advisor Equity Income 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 November 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
January 12, 1999
 
DISTRIBUTIONS
 
 
The Board of Trustees of Fidelity Advisor Equity Income Fund 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:
 
INSTITUTIONAL CLASS
PAY DATE           12/22/97 1/5/98 12/21/98 1/11/99
RECORD DATE        12/19/97 1/2/98 12/18/98 1/8/99
DIVIDENDS          $0.09    -      $0.08    -
SHORT-TERM
CAPITAL GAINS      $0.44    $0.02  -        $.03
LONG-TERM
CAPITAL GAINS      $1.10    $0.16  $1.10    $.16
LONG-TERM
CAPITAL GAIN PERCENTAGES:
 28% rate          42.65%   -      -        -
 20% rate          57.35%   100%   100%     100%
 
A total of 1.27% 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 59.21% 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 these percentages
for use in preparing 1998 income tax returns.
 
PROXY VOTING RESULTS
 
 
A special meeting of the fund's shareholders was held on November 18,
1998. The results of votes taken among shareholders on proposals
before them are reported below.  Each vote reported represents one
dollar of net asset value held on the record date for the meeting. 
PROPOSAL 1
To approve an amended management contract for the fund.
               # OF               % OF
               VOTES CAST         VOTES CAST
AFFIRMATIVE    1,637,972,757.80   84.056   
 
AGAINST        67,740,780.72      3.476    
 
ABSTAIN        242,951,802.17     12.468   
 
TOTAL          1,948,665,340.69   100.000  
 
PROPOSAL 2
To approve a new sub-advisory agreement with FMR Far East for the
fund.
               # OF               % OF
               VOTES CAST         VOTES CAST
AFFIRMATIVE    1,624,449,378.01   83.362   
 
AGAINST        69,491,766.35      3.566    
 
ABSTAIN        254,724,196.33     13.072   
 
TOTAL          1,948,665,340.69   100.000  
 
PROPOSAL 3
To approve a new sub-advisory agreement with FMR U.K. for the fund.
               # OF               % OF
               VOTES CAST         VOTES CAST
AFFIRMATIVE    1,642,160,810.16   84.271   
 
AGAINST        55,201,925.57      2.833    
 
ABSTAIN        251,302,604.96     12.896   
 
TOTAL          1,948,665,340.69   100.000  
 
PROPOSAL 4
To approve an agreement and plan providing for the reorganization of
the fund from a separate series of one Massachusetts Business Trust to
another.
               # OF               % OF
               VOTES CAST         VOTES CAST
AFFIRMATIVE    1,638,349,105.61   84.075   
 
AGAINST        57,305,481.73      2.941    
 
ABSTAIN        253,010,753.35     12.984   
 
TOTAL          1,948,665,340.69   100.000  
 
PROPOSAL 5
To adopt a new fundamental investment policy for the fund permitting
the fund to invest all of its assets in another open-end investment
company managed by FMR or an affiliate with substantially the same
investment objective and policies.
               # OF               % OF
               VOTES CAST         VOTES CAST
AFFIRMATIVE    1,601,596,057.33   82.189   
 
AGAINST        93,978,071.55      4.823    
 
ABSTAIN        253,091,211.81     12.988   
 
TOTAL          1,948,665,340.69   100.000  
 
PROPOSAL 6
To amend the fund's fundamental investment limitation concerning
diversification.
               # OF               % OF
               VOTES CAST         VOTES CAST
AFFIRMATIVE    1,598,459,179.90   82.028   
 
AGAINST        95,985,925.94      4.926    
 
ABSTAIN        254,220,234.85     13.046   
 
TOTAL          1,948,665,340.69   100.000  
 
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
Richard A. Spillane, Jr., Vice President
C. Robert Chow, 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
 
EPII-ANN-0199  69326
1.539450.101
 
ADVISORY BOARD
J. Gary Burkhead
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Investments Institutional Operations Company, Inc.
Boston, MA
CUSTODIAN
The Chase Manhattan Bank
New York, NY
 
(FIDELITY_LOGO_GRAPHIC) (REGISTERED TRADEMARK)



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