FIDELITY ADVISOR SERIES IV, 497, 1999-02-11

FIDELITY ADVISOR SERIES IV
497, 1999-02-11

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SUPPLEMENT TO THE
FIDELITY ADVISOR FUNDSSM

CLASS A, CLASS T, CLASS B, AND CLASS C FEBRUARY 28, 1998 PROSPECTUS

AS OF MAY 28, 1998, Fidelity Advisor Short-Intermediate Municipal
Income Fund was merged into Fidelity Advisor Intermediate Municipal
Income Fund and shareholders of Fidelity Advisor Short-Intermediate
Municipal Income Fund became shareholders of Fidelity Advisor
Intermediate Municipal Income Fund. The merger was voted on and
approved at a shareholder meeting on May 4, 1998. Fidelity Advisor
Short-Intermediate Municipal Income Fund ceased to exist and is not
offered.

The following information replaces similar information found in "Who
May Want to Invest" on page 3.

Each fund is composed of multiple classes of shares. All classes of a
fund have a common investment objective and investment portfolio.
Class A and Class T shares have a front-end sales charge and pay a
12b-1 fee. Class A and Class T shares may be subject to a contingent
deferred sales charge (CDSC). Class B and Class C shares do not have a
front-end sales charge, but do have a CDSC, and pay a 12b-1 fee.
Institutional Class shares have no sales charge and do not pay a 12b-1
fee, but are available only to certain types of investors. See "Sales
Charge Reductions and Waivers," page 82, for Institutional Class
eligibility information. You may obtain more information about
Institutional Class shares, which are not offered through this
prospectus, by calling 1-800-522-7297 if you are investing through a
broker-dealer or insurance representative, 1-800-843-3001 if you are
investing through a bank representative, or from your investment
professional.

The following information found in "Expenses" on page 4 is no longer
applicable.

Class A Class T Class B Class C

Annual account maintenance $12.00 $12.00 $12.00 $12.00
fee (for accounts under
$2,500)

The following information replaces similar information for TECHNOQUANT
GROWTH and LARGE CAP found in "Expenses" on page 6.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
EQUITY FUNDS

Operating Expenses Class A Class T Class B Class C

TECHNOQUANT GROWTH Management fee 0.60% 0.60% 0.60% 0.60%

12b-1 fee (including 0.25% 0.25% 0.50% 1.00% 1.00%
Shareholder Service Fee for
Class B and Class C shares)

Other expenses (after 0.45% 0.45% 0.45% 0.45%[A]
reimbursement)

Total operating expenses 1.30% 1.55% 2.05% 2.05%

LARGE CAP Management fee 0.60% 0.60% 0.60% 0.60%

12b-1 fee (including 0.25% 0.25% 0.50% 1.00% 1.00%
Shareholder Service Fee for
Class B and Class C shares)

Other expenses (after 0.45% 0.45% 0.45% 0.45%[A]
reimbursement)

Total operating expenses 1.30% 1.55% 2.05% 2.05%

</TABLE>

[A] BASED ON ESTIMATED EXPENSES FOR FIRST YEAR.

The following information replaces similar information for
INTERMEDIATE MUNICIPAL INCOME found in "Expenses" on page 8.

MUNICIPAL FUNDS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Operating Expenses Class A Class T Class B Class C

INTERMEDIATE MUNICIPAL INCOME Management fee 0.39% 0.39% 0.39% 0.39%

12b-1 fee (including 0.25% 0.15% 0.25% 0.90% 1.00%
Shareholder Service Fee for
Class B and Class C shares)

Other expenses (after 0.31% 0.26% 0.31% 0.31%[A]
reimbursement)

Total operating expenses 0.85% 0.90% 1.60% 1.70%

</TABLE>

[A] BASED ON ESTIMATED EXPENSES FOR THE FIRST YEAR.

The following information replaces similar information found in
"Expenses" on page 8.

A portion of the brokerage commissions that certain of the funds pay
is used to reduce fund expenses. In addition, certain funds have
entered into arrangements with their custodian and transfer agent
whereby credits realized as a result of uninvested cash balances are
used to reduce custodian and transfer agent expenses. Including these
reductions, the total operating expenses presented in the preceding
tables for the applicable class would have been:

Class A Class T Class B

Mid Cap 1.71% 1.44% 1.98%

Equity Growth 1.18% 1.29% 1.92%

Growth Opportunities 1.04% 1.17% (dagger)

Strategic Opportunities 1.73% 1.23% 1.77%

Large Cap 1.27% 1.53% 2.03%

Equity Income 1.09% 1.21% 1.73%

Balanced 1.04% 1.17% 1.79%

High Yield 1.14% 1.08% 1.74%

Strategic Income 1.24% 1.19% 1.85%

(dagger) IMPACT OF CREDITS NOT APPLIED TO FIRST YEAR ESTIMATES.

The following information replaces similar information for TECHNOQUANT
GROWTH, LARGE CAP, and EQUITY INCOME found in "Expenses" on page 9.

EXPENSE TABLE EXAMPLE: You would pay the following amount in total
expenses on a $1,000 investment, assuming a 5% annual return and
either (1) full redemption or (2) no redemption at the end of each
time period. Total expenses shown below include your shareholder
transaction expenses, such as the maximum front-end sales charge or
CDSC, as applicable, and a class's annual operating expenses.

EQUITY FUNDS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Examples

Full Redemption No Redemption

Class A Class T Class B Class C Class B Class C

TECHNOQUANT GROWTH 1 year $ 70 $ 50 $ 71[A] $ 31[A] $ 21 $ 21

3 years $ 96 $ 82 $ 94[A] $ 64 $ 64 $ 64

5 years $ 125 $ 117 $ 130[A] $ 110 $ 110 $ 110

10 years[B] $ 205 $ 213 $ 210 $ 238 $ 210 $ 238

LARGE CAP 1 year $ 70 $ 50 $ 71[A] $ 31[A] $ 21 $ 21

3 years $ 96 $ 82 $ 94[A] $ 64 $ 64 $ 64

5 years $ 125 $ 117 $ 130[A] $ 110 $ 110 $ 110

10 years[B] $ 205 $ 213 $ 210 $ 238 $ 210 $ 238

EQUITY INCOME 1 year $ 68 $ 47 $ 68[A] $ 29[A] $ 18 $ 19

3 years $ 90 $ 73 $ 85[A] $ 58 $ 55 $ 58

5 years $ 115 $ 100 $ 114[A] $ 100 $ 94 $ 100

10 years[B] $ 184 $ 179 $ 180 $ 217 $ 180 $ 217

</TABLE>

[A] REFLECTS DEDUCTION OF APPLICABLE CDSC.

[B] REFLECTS CONVERSION OF CLASS B SHARES TO CLASS A SHARES AFTER
SEVEN YEARS.

The following information replaces similar information for
INTERMEDIATE MUNICIPAL INCOME found in "Expenses" on page 11.

MUNICIPAL FUNDS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Examples

Full Redemption No Redemption

Class A Class T Class B Class C Class B Class C

INTERMEDIATE MUNICIPAL INCOME 1 year $ 46 $ 36 $ 46[A] $ 27[A] $ 16 $ 17

3 years $ 64 $ 55 $ 60[A] $ 54 $ 50 $ 54

5 years[C] $ 83 $ 76 $ 78 $ 92 $ 78 $ 92

10 years[C] $ 138 $ 135 $ 135 $ 201 $ 135 $ 201

</TABLE>

[A] REFLECTS DEDUCTION OF APPLICABLE CDSC.

[C] REFLECTS CONVERSION OF CLASS B SHARES TO CLASS A SHARES AFTER FOUR
YEARS.

THESE EXAMPLES ILLUSTRATE THE EFFECT OF EXPENSES, BUT ARE NOT MEANT TO
SUGGEST ACTUAL OR EXPECTED EXPENSES OR RETURNS, ALL OF WHICH MAY VARY.

The following information replaces similar information found in
"Expenses" on page 11.

FMR has voluntarily agreed to reimburse Class A, Class T, Class B, and
Class C of each fund to the extent that total operating expenses, as a
percentage of their respective average net assets, exceed the
following rates:

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Class A Effective Date Class T Effective Date Class B Effective Date

TechnoQuant Growth 1.30% 12/1/98 1.55% 12/1/98 2.05% 12/1/98

Mid Cap 1.75%(dagger) 1/1/99 2.00% 1/1/99 2.50% 1/1/99

Equity Growth 1.20% 1/1/99 1.45% 1/1/99 1.95%(dagger) 1/1/99

Strategic Opportunities 1.75%(dagger) 1/1/99 2.00% 1/1/99 2.50% 1/1/99

Large Cap 1.30% 12/1/98 1.55% 12/1/98 2.05% 12/1/98

Growth & Income 1.50% 1/1/99 1.75% 1/1/99 2.25% 1/1/99

Equity Income 1.10% 1/1/99 1.35% 1/1/99 1.85% 1/1/99

Balanced 1.05% 1/1/99 1.30% 1/1/99 1.80% 1/1/99

Strategic Income 1.25% 1/1/99 1.35% 1/1/99 2.00% 1/1/99

Mortgage Securities 0.90% 3/1/97 1.00% 3/1/97 1.65% 3/1/97

Government Investment 0.90% 8/30/96 1.00% 7/1/95 1.65% 1/1/96

Intermediate Bond 0.90% 8/30/96 1.00% 7/1/95 1.65% 1/1/96

Short Fixed-Income 0.90% 8/30/96 0.90% 8/30/96 ** **

Municipal Income 0.90% 8/30/96 1.00% 7/1/95 1.65% 1/1/96

Intermediate Municipal Income 0.85% 12/1/98 0.90% 5/29/98 1.60% 12/1/98

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
Class C Effective Date

TechnoQuant Growth 2.05% 12/1/98

Mid Cap 2.50% 1/1/99

Equity Growth 1.95% 1/1/99

Strategic Opportunities * *

Large Cap 2.05% 12/1/98

Growth & Income 2.25% 1/1/99

Equity Income 1.85% 1/1/99

Balanced 1.80% 1/1/99

Strategic Income 2.10% 1/1/99

Mortgage Securities * *

Government Investment 1.75% 11/1/97

Intermediate Bond 1.75% 11/1/97

Short Fixed-Income 1.75% 11/1/97

Municipal Income 1.75% 11/1/97

Intermediate Municipal Income 1.70% 12/1/98

</TABLE>

* FUND DOES NOT OFFER CLASS C SHARES.

** FUND DOES NOT OFFER CLASS B SHARES.

(dagger) FMR ALSO REIMBURSED CERTAIN TRANSFER AGENT, REGISTRATION, AND
OTHER CLASS SPECIFIC EXPENSES.

The following information replaces similar information found in
"Expenses" on page 12.

If these agreements were not in effect, other expenses and total
operating expenses, as a percentage of average net assets, would have
been the following amounts:

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Other Expenses Total Operating Expenses

Class A Class T Class B Class C[A] Class A Class T Class B Class C[A]

TechnoQuant Growth 1.56% 1.11% 1.27% 5.85% 2.41% 2.21% 2.87% 7.45%

Mid Cap 1.43% (dagger) (dagger) 1.11% 2.28% (dagger) (dagger) 2.71%

Equity Growth 0.49% (dagger) 0.41% 0.56% 1.34% (dagger) 2.01% 2.16%

Strategic Opportunities 3.06% (dagger) (dagger) * 3.71% (dagger) (dagger) *

Large Cap 2.28% 0.52% 0.56% 1.49% 3.13% 1.62% 2.16% 3.09%

Growth & Income 1.71% (dagger) 0.79% 0.92% 2.46% (dagger) 2.29% 2.42%

Equity Income 0.53% (dagger) (dagger) 0.38% 1.28% (dagger) (dagger) 1.88%

Balanced 0.97% (dagger) 0.67% 0.94% 1.67% (dagger) 2.12% 2.39%

Strategic Income 2.14% (dagger) (dagger) 0.85% 2.88% (dagger) (dagger) 2.44%

Mortgage Securities 3.05%[A] 0.92%[A] 4.24%[A] * 3.64%[A] 1.61%[A] 5.58%[A] *

Government Investment 4.39% 0.34% 0.39% 2.35% 4.98% 1.03% 1.73% 3.79%

Intermediate Bond 1.83% (dagger) 0.40% 1.78% 2.42% (dagger) 1.74% 3.22%

Short Fixed-Income 1.23% (dagger) ** 1.29% 1.82% (dagger) ** 2.73%

Municipal Income 1.62% (dagger) (dagger) 1.54% 2.16% (dagger) (dagger) 2.93%

Intermediate Municipal Income 8.83% 0.40% 0.56% 5.71% 9.37% 1.04% 1.85% 7.10%

</TABLE>

* FUND DOES NOT OFFER CLASS C SHARES.

** FUND DOES NOT OFFER CLASS B SHARES.

[A] BASED ON ESTIMATED EXPENSES FOR THE FIRST YEAR.
(dagger) TOTAL OPERATING EXPENSES WERE LESS THAN THE VOLUNTARY EXPENSE
CAPS SHOWN IN THE TABLE ON THE PREVIOUS PAGE.

Expenses eligible for reimbursement do not include interest, taxes,
brokerage commissions, and extraordinary expenses.

The following information replaces the biographical information for
John Carlson and Brian Hogan found in the "Charter" section on pages
55 and 56.

John Carlson is Vice President and lead manager of Advisor Strategic
Income, which he has managed since August 1995. He also manages the
emerging markets investments of Advisor Strategic Income and manages
other Fidelity funds. Prior to joining Fidelity in 1995, Mr. Carlson
was executive director of emerging markets at Lehman Brothers
International from 1992 through 1995.

The following information replaces similar information found under the
heading "FMR and Its Affiliates" in the "Charter" section beginning on
page 55.

John Avery is lead manager of Advisor Balanced, which he has managed
since January 1998; he had been associate manager of the fund since
September 1997. He also manages another Fidelity fund. Mr. Avery
joined Fidelity in 1995 as an analyst. Previously, he was an analyst
for Putnam Investments from 1993 to 1994.

Kevin Grant is Vice President and manager of Advisor Balanced, Advisor
Strategic Income, and Advisor Intermediate Bond, which he has managed
since March 1996, December 1998, and October 1995, respectively. Mr.
Grant manages the fixed-income investments for Advisor Balanced and
the domestic investment-grade and U.S. Government investments for
Advisor Strategic Income. He also manages several other Fidelity
funds. Prior to joining Fidelity in 1993, Mr. Grant was vice president
and chief mortgage strategist at Morgan Stanley for three years.

Thomas Silvia is Vice President and manager of Advisor Mortgage
Securities and Advisor Government Investment which he has managed
since October 1997 and December 1998, respectively. He was a
co-manager of Advisor Mortgage Securities since February 1997. He also
manages other Fidelity funds. Mr. Silvia joined Fidelity as a senior
mortgage trader in 1993. Previously, he was a quantitative analyst
with Donaldson, Lufkin & Jenrette in New York from 1990 to 1993.

Ian Spreadbury is manager of Advisor Strategic Income's foreign bond
investments, which he has managed since May 1998. He also co-manages
another Fidelity fund. Additionally, Mr. Spreadbury is a director of
fixed income and a portfolio manager for Fidelity International
Limited (FIL). Prior to joining Fidelity in 1995, Mr. Spreadbury was a
senior manager with Legal & General, Limited, from 1981 to 1995.

Christine Thompson is Vice President and manager of Advisor Municipal
Income, which she has managed since July 1998. She also manages
several other Fidelity funds. Since joining Fidelity in 1985, Ms.
Thompson has worked as a senior analyst and portfolio manager.

The following information replaces the last paragraph found under the
heading "FMR and Its Affiliates" in the "Charter" section on page 57.

FMR may allocate brokerage transactions to its broker-dealer
affiliates and in a manner that takes into account the sale of shares
of Fidelity Advisor Funds, provided that the fund receives brokerage
services and commission rates comparable to those of other
broker-dealers.

The following information replaces similar information found under the
heading "Strategic Income Fund" in "Investment Principles and Risks"
on page 59.

The fund invests primarily in debt securities, including lower-quality
securities, allocated among four general investment categories: high
yield securities, U.S. Government and investment-grade securities,
emerging market securities, and foreign developed market securities.
The fund's neutral mix, or the benchmark for its combination of
investments in each category over time, is approximately 40% high
yield, 30% U.S. Government and investment-grade, 15% emerging markets
and 15% foreign developed markets. The fund also may invest a portion
of its assets in convertible securities and common and preferred
stocks.

The HIGH YIELD category includes high-yielding, lower-quality
securities consisting mainly of U.S. securities. The U.S. GOVERNMENT
AND INVESTMENT-GRADE category includes mortgage securities, U.S.
Government securities, government agency securities and other U.S.
dollar-denominated securities of investment-grade quality. The
EMERGING MARKET category includes corporate and governmental
securities of any quality of issuers located in emerging markets. The
FOREIGN DEVELOPED MARKET category includes corporate and governmental
securities of any quality of issuers located in developed foreign
markets. These investment categories are only general guidelines, and
FMR may use its judgment as to which category an investment falls
within. The fund may also make investments that do not fall within
these categories.

The following information replaces the "Restrictions" found under the
heading "Equity Securities" in the "Investment Principles and Risks"
section on page 62.

RESTRICTIONS: With respect to 75% of its total assets, each of the
Equity Funds, High Yield, Mortgage Securities, Government Investment,
Intermediate Bond, Short Fixed-Income, Municipal Income, and
Intermediate Municipal Income may not purchase more than 10% of the
outstanding voting securities of a single issuer. For TechnoQuant
Growth, Mid Cap, Equity Growth, Growth Opportunities, Strategic
Opportunities, Large Cap, Growth & Income, and Equity Income, this
limitation does not apply to securities of other investment companies.

The following information replaces the similar information found under
the heading "Diversification" in the "Investment Principles and Risks"
section on page 65.

RESTRICTIONS: With respect to 75% of its total assets, each of the
Equity Funds, High Yield, Mortgage Securities, Government Investment,
Intermediate Bond, Short Fixed-Income, Municipal Income, and
Intermediate Municipal Income may not purchase a security if, as a
result, more than 5% would be invested in the securities of any
issuer. This limitation does not apply to U.S. Government securities
or, for TechnoQuant Growth, Mid Cap, Equity Growth, Growth
Opportunities, Strategic Opportunities, Large Cap, Growth & Income,
and Equity Income, to securities of other investment companies.

The following information replaces the similar information found under
the heading "Fundamental Investment Policies and Restrictions" in the
"Investment Principles and Risks" section on page 66.

With respect to 75% of its total assets, each of the Equity Funds,
High Yield, Mortgage Securities, Government Investment, Intermediate
Bond, Short Fixed-Income, Municipal Income, and Intermediate Municipal
Income may not purchase a security if, as a result, more than 5% would
be invested in the securities of any one issuer and may not purchase
more than 10% of the outstanding voting securities of a single issuer.
These limitations do not apply to U.S. Government securities or, for
TechnoQuant Growth, Mid Cap, Equity Growth, Growth Opportunities,
Strategic Opportunities, Large Cap, Growth & Income, and Equity
Income, to securities of other investment companies.

The following information replaces the first three paragraphs found
under the heading "Management Fee" in the "Breakdown of Expenses"
section on page 67.

The management fee is calculated and paid to FMR every month.

For each of TechnoQuant Growth, Mid Cap, Equity Growth, Large Cap,
Growth & Income, Equity Income, Balanced, High Yield, Strategic
Income, Mortgage Securities, Government Investment, Intermediate Bond,
Short Fixed-Income, Municipal Income, Intermediate Municipal Income,
and Short-Intermediate Municipal Income, the fee is calculated by
adding a group fee rate to an individual fund fee rate, multiplying
the result by the fund's monthly average net assets, and dividing by
twelve.

The following information replaces similar information found under the
heading "Management Fee" in the "Breakdown of Expenses" section on
page 67.

The group fee rate is based on the average net assets of all the
mutual funds advised by FMR. This rate cannot rise above 0.52% for
TechnoQuant Growth, Mid Cap, Equity Growth, Growth Opportunities,
Strategic Opportunities, Large Cap, Growth & Income, Equity Income,
and Balanced or 0.37% for High Yield, Strategic Income, Mortgage
Securities, Government Investment, Intermediate Bond, Short
Fixed-Income, Municipal Income, Intermediate Municipal Income, and
Short-Intermediate Municipal Income, and it drops as total assets
under management increase. For December 1997, the group fee rate for
the Equity Funds was 0.29%, and the group fee rate for the Bond Funds,
the Intermediate-Term Bond Funds, and the Short-Term Bond Funds was
0.14%.

The individual fund fee rates for each of TechnoQuant Growth, Mid Cap,
Equity Growth, Growth Opportunities, Strategic Opportunities, Large
Cap, Mortgage Securities, Government Investment, Intermediate Bond,
and Short Fixed-Income is 0.30%. The individual fund fee rate for each
of Growth & Income and Equity Income is 0.20%. The individual fund fee
rate for Balanced is 0.15%. The individual fund fee rate for each of
High Yield and Strategic Income is 0.45%. The individual fund fee rate
for each of Municipal Income, Intermediate Municipal Income, and
Short-Intermediate Municipal Income is 0.25%.

The following information replaces the thirteenth paragraph found
under the heading "Other Expenses" in the "Breakdown of Expenses"
section beginning on page 69.

In addition, pursuant to each Class B plan, Class B of each fund pays
FDC a monthly service fee at an annual rate of 0.25% of Class B's
average net assets throughout the month. Up to the full amount of the
Class B service fee may be reallowed to investment professionals for
providing personal service to and/or maintenance of Class B
shareholder accounts.

The following information replaces the fourteenth and fifteenth
paragraphs found under the heading "Other Expenses" in the "Breakdown
of Expenses" section beginning on page 69.

Class C shares of each fund (except Strategic Opportunities, Mortgage
Securities, and Short-Intermediate Municipal Income) have adopted a
DISTRIBUTION AND SERVICE PLAN. Under the plans, Class C of each fund
is authorized to pay FDC a monthly distribution fee as compensation
for its services and expenses in connection with the distribution of
Class C shares. Class C of each fund may pay FDC a distribution fee at
an annual rate of 0.75% of its average net assets, or such lesser
amount as the Trustees may determine from time to time. Class C of
each fund currently pays FDC a monthly distribution fee at an annual
rate of 0.75% of its average net assets throughout the month.
Normally, after the first year of investment, up to the full amount of
the Class C distribution fee may be reallowed to investment
professionals as compensation for their services in connection with
the distribution of Class C shares.

In addition, pursuant to each Class C plan, Class C of each fund pays
FDC a monthly service fee at an annual rate of 0.25% of Class C's
average net assets throughout the month. Normally, after the first
year of investment, up to the full amount of the Class C service fee
may be reallowed to investment professionals for providing personal
service to and/or maintenance of Class C shareholder accounts.

For purchases of Class C shares made for an employee benefit plan
(as defined in the Employee Retirement Income Security Act), 403(b)
program or plan covering a sole-proprietor (formerly Keogh/H.R. 10
plan) or through reinvested dividends or capital gain
distributions, during the first year of investment and thereafter, up
to the full amount of the Class C distribution fee and Class C service
fee paid by such shares may be reallowed to investment professionals
as compensation for their services in connection with the distribution
of Class C shares and for providing personal service to and/or
maintenance of Class C shareholder accounts.

The following information replaces similar information found in "How
to Buy Shares" on page 72.

IF YOU ARE NEW TO THE FIDELITY ADVISOR FUNDS, complete and sign an
account application and mail it along with your check. If there is no
account application accompanying this prospectus, call your investment
professional or, if you are investing through a broker-dealer or
insurance representative, call 1-800-522-7297 or, if you are investing
through a bank representative, call 1-800-843-3001.

The following information replaces similar information found in "How
to Buy Shares" on page 72.

MINIMUM INVESTMENTS
TO OPEN AN ACCOUNT $2,500
For certain Fidelity Advisor retirement accounts(double dagger) $500
Through regular investment plans* $100
TO ADD TO AN ACCOUNT $100
MINIMUM BALANCE $1,000
For certain Fidelity Advisor retirement accounts(double dagger) None

(double dagger) THESE LOWER MINIMUMS APPLY TO FIDELITY TRADITIONAL
IRA, ROTH IRA, ROTH CONVERSION IRA, ROLLOVER IRA, SEP-IRA, AND KEOGH
ACCOUNTS.

* AN ACCOUNT MAY BE OPENED WITH A MINIMUM OF $100, PROVIDED THAT A
REGULAR INVESTMENT PLAN IS ESTABLISHED AT THE TIME THE ACCOUNT IS
OPENED. FOR MORE INFORMATION ABOUT REGULAR INVESTMENT PLANS, PLEASE
REFER TO "INVESTOR SERVICES," PAGE 75.

The following information replaces similar information found in "How
to Buy Shares" on page 72.

PURCHASE AMOUNTS OF MORE THAN $1 MILLION WILL NOT BE ACCEPTED FOR
CLASS C SHARES. THIS LIMIT DOES NOT APPLY TO PURCHASES OF CLASS C
SHARES MADE BY AN EMPLOYEE BENEFIT PLAN , 403(B) PROGRAM OR PLAN
COVERING A SOLE-PROPRIETOR (FORMERLY KEOGH/H.R. 10 PLAN).

The following information replaces similar information found in
"Investor Services" on page 76.

REGULAR INVESTMENT PLANS

FIDELITY ADVISOR SYSTEMATIC INVESTMENT PROGRAM
TO MOVE MONEY FROM YOUR BANK ACCOUNT TO A FIDELITY ADVISOR FUND

MINIMUM INITIAL
$100

The following information replaces the second paragraph found under
the heading "Finders Fee" in the "Transaction Details" section
beginning on page 79.

Except as provided below, any assets on which a finder's fee has been
paid will bear a CDSC (Class A or Class T CDSC) if they do not remain
in Class A or Class T shares of the Fidelity Advisor funds, or Daily
Money Class shares of Treasury Fund, Prime Fund, or Tax-Exempt Fund,
for a period of at least one uninterrupted year. The Class A or Class
T CDSC will be 0.25% of the lesser of the cost of the Class A or Class
T shares, as applicable, at the initial date of purchase or the value
of the Class A or Class T shares, as applicable, at redemption, not
including any reinvested dividends or capital gains. Class A and Class
T shares acquired through distributions (dividends or capital gains)
will not be subject to a Class A or Class T CDSC. In determining the
applicability and rate of any Class A or Class T CDSC at redemption,
Class A or Class T shares representing reinvested dividends and
capital gains, if any, will be redeemed first, followed by those Class
A or Class T shares that have been held for the longest period of
time.

The following information replaces the last paragraph found under the
heading "Finder's Fee" in the "Transaction Details" section on page
80.

The Class A or Class T CDSC does not apply to the redemption of
shares:

1. Held by insurance company separate accounts;

2 From employee benefit plans (except shares of SIMPLE IRA,
SEP, and SARSEP plans and plans covering self-employed individuals and
their employees (formerly Keogh/H.R. 10 plans) purchased on or after
February 11, 1999) and 403(b) programs for plan loans or distributions
or exchanges to non-Advisor fund investment options; or

3. From Traditional IRAs, Roth IRAs, SIMPLE IRAs, SEPs, SARSEPs and
plans covering a sole proprietor or self-employed individuals and
their employees (formerly Keogh/H.R. 10 plans) for disability, payment
of death benefits, or minimum required distributions starting at age
701/2.

Your investment professional should advise Fidelity at the time
your redemption order is placed if you qualify for a waiver of the
Class A or Class T CDSC.

Investment professionals must notify FDC in advance of a purchase
eligible for a finder's fee, and may be required to enter into an
agreement with FDC in order to receive the finder's fee.

The following information replaces the third paragraph under the
heading "Contingent Deferred Sales Charge" in the "Transaction
Details" section on page 80.

Except as provided below, investment professionals with whom FDC has
agreements receive as compensation from FDC, at the time of the sale,
a concession equal to 4.00% (2.00% for the Intermediate-Term Bond
Funds) of your purchase of Class B shares. For purchases of Class B
shares through reinvested dividends or capital gain distributions,
investment professionals do not receive a concession at the time of
sale.

The following information replaces the fifth paragraph under the
heading "Contingent Deferred Sales Charge" in the "Transactions
Details" section on page 80.

Except as provided below, investment professionals with whom FDC has
agreements receive as compensation from FDC, at the time of the sale,
a concession equal to 1.00% of your purchase of Class C shares. For
purchases of Class C shares made for an employee benefit plan,
403(b) program or plan covering a sole-proprietor (formerly Keogh/H.R.
10 plan) or through reinvested dividends or capital gain
distributions, investment professionals do not receive a concession at
the time of sale.

The following information found in "Transaction Details" on page 81 is
no longer applicable.

FIDELITY RESERVES THE RIGHT TO DEDUCT AN ANNUAL MAINTENANCE FEE of
$12.00 from accounts with a value of less than $2,500 (including any
amount paid as a sales charge), subject to an annual maximum charge of
$60.00 per shareholder. Accounts opened after September 30 will not be
subject to the fee for that year. The fee, which is payable to the
transfer agent, is designed to offset in part the relatively higher
costs of servicing smaller accounts. The fee will not be deducted from
retirement accounts (except non-prototype retirement accounts),
accounts using a systematic investment program, certain (Network Level
I and III) accounts which are maintained through National Securities
Clearing Corporation (NSCC), or if total assets in Fidelity mutual
funds exceed $50,000. Eligibility for the $50,000 waiver is determined
by aggregating Fidelity mutual fund accounts (excluding contractual
plans) maintained (i) by FIIOC and (ii) through NSCC; provided those
accounts are registered under the same primary social security number.

The following information replaces similar information found in
"Exchange Restrictions" on page 82.

As a shareholder, you have the privilege of exchanging Class A, Class
T, Class B, or Class C shares of a fund for the same class of shares
of other Fidelity Advisor funds at NAV; Class A or Class T shares for
Daily Money Class shares of Treasury Fund, Prime Fund, or Tax-Exempt
Fund; Class B shares for Advisor B Class shares of Treasury Fund; and
Class C shares for Advisor C Class shares of Treasury Fund. If you
purchased your Class T shares through certain investment professionals
that have signed an agreement with FDC, you also have the privilege of
exchanging your Class T shares for shares of Fidelity Capital
Appreciation Fund. However, you should note the following:

The following information found in "Exchange Restrictions" on page 82
is no longer applicable.

(small solid bullet) If you have held Class A or Class T shares of
Short Fixed-Income or Short-Intermediate Municipal Income for less
than six months and you exchange into Class A or Class T of another
Advisor fund, you pay the difference between that fund's Class A or
Class T front-end sales charge and any Class A or Class T front-end
sales charge you may have previously paid in connection with the
shares you are exchanging.

The following information replaces similar information found in "Sales
Charge Reductions and Waivers" on page 83.

A FRONT-END SALES CHARGE WILL NOT APPLY TO THE FOLLOWING CLASS A
SHARES:

1. Purchased for an employee benefit plan (except a SIMPLE IRA,
SEP, or SARSEP plan or a plan covering self-employed individuals and
their employees (formerly Keogh/H.R. 10 plans)) or a 403(b)
program with at least $25 million or more in plan assets;

2. Purchased for an employee benefit plan (except a SIMPLE IRA,
SEP, or SARSEP plan or a plan covering self-employed individuals and
their employees (formerly Keogh/H.R. 10 plans)) or a 403(b)
program investing through an insurance company separate account
used to fund annuity contracts;

3. Purchased for an employee benefit plan (except a SIMPLE IRA,
SEP, or SARSEP plan or a plan covering self-employed individuals and
their employees (formerly Keogh/H.R. 10 plans)) or a 403(b)
program investing through a trust institution, bank trust
department or insurance company, or any such institution's
broker-dealer affiliate that is not part of an organization primarily
engaged in the brokerage business. Employee benefit plans (except
SIMPLE IRA, SEP, and SARSEP plans and plans cover ing self-employed
individuals and their employees (formerly Keogh/H.R. 10 plans)) and
403(b) programs that participate in the Advisor Retirement
Connection do not qualify for this waiver;

4. Purchased for an employee benefit plan (except a SIMPLE IRA,
SEP, or SARSEP plan or a plan covering self-employed individuals and
their employees (formerly Keogh/H.R. 10 plans)) or a 403(b)
program investing through an investment professional sponsored
program that requires the participating employee benefit plan to
initially invest in Class C or Class B shares and, upon meeting
certain criteria, subsequently requires the plan to invest in Class A
shares;

5. Purchased by a trust institution or bank trust department for a
managed account that is charged an asset-based fee. Employee benefit
plans (except SIMPLE IRA, SEP, and SARSEP plans and plans covering
self-employed individuals and their employees (formerly Keogh/H.R. 10
plans)), 403(b) programs and accounts managed by third parties do
not qualify for this waiver;

6. Purchased by a broker-dealer for a managed account that is charged
an asset-based fee. Employee benefit plans (except SIMPLE IRA, SEP,
and SARSEP plans and plans covering self-employed individuals and
their employees (formerly Keogh/H.R. 10 plans)) and 403(b)
programs do not qualify for this waiver;

7. Purchased by a registered investment advisor that is not part of an
organization primarily engaged in the brokerage business for an
account that is managed on a discretionary basis and is charged an
asset-based fee. Employee benefit plans (except SIMPLE IRA, SEP,
and SARSEP plans and plans covering self-employed individuals and
their employees (formerly Keogh/H.R. 10 plans)) and 403(b)
programs do not qualify for this waiver; or

8. Purchased by a bank trust officer, registered representative, or
other employee (or a member of one of their immediate families) of
investment professionals having agreements with FDC .

A FRONT-END SALES CHARGE WILL NOT APPLY TO THE FOLLOWING CLASS T
SHARES:

1. Purchased for an insurance company separate account used to fund
annuity contracts for employee benefit plans (except SIMPLE IRA, SEP,
and SARSEP plans and plans covering self-employed individuals and
their employees (formerly Keogh/H.R. 10 plans)) or 403(b) programs;

2. Purchased by a trust institution or bank trust department for a
managed account that is charged an asset-based fee. Accounts managed
by third parties do not qualify for this waiver;

3. Purchased by a broker-dealer for a managed account that is charged
an asset-based fee;

4. Purchased by a registered investment advisor that is not part of an
organization primarily engaged in the brokerage business for an
account that is managed on a discretionary basis and is charged an
asset-based fee;

5. Purchased for an employee benefit plan (except a SIMPLE IRA,
SEP, or SARSEP plan or a plan covering self-employed individuals and
their employees (formerly Keogh/H.R. 10 plans)) or a 403(b)
program;

6. Purchased for a Fidelity or Fidelity Advisor account with the
proceeds of a distribution from (i) an insurance company separate
account used to fund annuity contracts for employee benefit plans,
403(b) programs or plans covering sole-proprietors (formerly
Keogh/H.R. 10 plans) that are invested in Fidelity Advisor or Fidelity
funds, or (ii) an employee benefit plan, 403(b) program or plan
covering a sole proprietor (formerly Keogh/H.R. 10 plan) that is
invested in Fidelity Advisor or Fidelity funds. (Distributions other
than those transferred to an IRA account must be transferred directly
into a Fidelity account.);

7. Purchased for any state, county, or city, or any governmental
instrumentality, department, authority or agency;

8. Purchased with redemption proceeds from other mutual fund complexes
on which you have previously paid a front-end sales charge or CDSC;

9. Purchased by a current or former trustee or officer of a Fidelity
fund or a current or retired officer, director or regular employee of
FMR Corp. or FIL or their direct or indirect subsidiaries (a Fidelity
trustee or employee), the spouse of a Fidelity trustee or employee, a
Fidelity trustee or employee acting as custodian for a minor child, or
a person acting as trustee of a trust for the sole benefit of the
minor child of a Fidelity trustee or employee;

10. Purchased by a charitable organization (as defined for purposes of
Section 501(c)(3) of the Internal Revenue Code) investing $100,000 or
more;

11. Purchased by a bank trust officer, registered representative, or
other employee (or a member of one of their immediate families) of
investment professionals having agreements with FDC;

12. Purchased for a charitable remainder trust or life income pool
established for the benefit of a charitable organization (as defined
for purposes of Section 501(c)(3) of the Internal Revenue Code);
or

13. Purchased with distributions of income, principal, and capital
gains from Fidelity Defined Trusts .

You must notify FDC in advance if you qualify for a front-end sales
charge waiver .

If you are investing through an insurance company separate account, if
you are investing through a trust department, if you are investing
through an account managed by a broker-dealer, or if you have
authorized an investment adviser to make investment decisions for you,
you may qualify to purchase Class A shares without a sales charge (as
described in (2), (3), (4), (5), (6) and (7) on the previous page),
Class T shares without a sales charge (as described in (1), (2), (3)
and (4) on the previous page), or Institutional Class shares. Because
Institutional Class shares have no sales charge, and do not pay a
12b-1 fee, Institutional Class shares are expected to have a higher
total return than Class A, Class T, Class B, and Class C shares.
Contact your investment professional to discuss if you qualify.

THE CDSC ON CLASS B AND CLASS C SHARES MAY BE WAIVED:

1. In cases of disability or death, provided that the shares are
redeemed within one year following the death or the initial
determination of disability;

2. In connection with a total or partial redemption of shares
from retirement plans or accounts (other than of shares purchased
on or before February 11, 1999 for Traditional IRAs, Roth IRAs and
Rollover IRAs) at age 701/2, which are permitted without penalty
pursuant to the Internal Revenue Code;

3. In connection with the redemption of shares purchased on
or after February 11, 1999, from Traditional IRAs, Roth IRAs and
Rollover IRAs for disability, payment of death benefits, or minimum
required distributions starting at age 701/2;

4. In co nnectio n with redemptions through the Fidelity Advisor
Systematic Withdrawal Program; or

5. (AP PLICABLE TO CLASS C ONLY) In connection with any redemptions
from an employee benefit plan, 403(b) program or plan coveri ng a
sole-proprietor (formerly Keogh/H.R. 10 plan).

Your investment professional should advise Fidelity at the time
your redemption order is placed if you qualify for a waiver of the
Class B or Class C CDSC.
No dealer, sales representative, or any other person has been
authorized to give any information or to make any representations,
other than those contained in this Prospectus and in the related SAI,
in connection with the offer contained in this Prospectus. If given or
made, such other information or representations must not be relied
upon as having been authorized by the funds or FDC. This Prospectus
and the related SAI do not constitute an offer by the funds or by FDC
to sell or to buy shares of the funds to any person to whom it is
unlawful to make such offer.

SUPPLEMENT TO THE
FIDELITY ADVISOR FUNDSSM
INSTITUTIONAL CLASS
FEBRUARY 28,1998 PROSPECTUS

AS OF MAY 28, 1998, Fidelity Advisor Short-Intermediate Municipal
Income Fund was merged into the corresponding class of Fidelity
Advisor Intermediate Municipal Income Fund and shareholders of
Fidelity Advisor Short-Intermediate Municipal Income Fund became
shareholders of Fidelity Advisor Intermediate Municipal Income Fund.
The merger was voted on and approved at a shareholder meeting on May
4, 1998. Fidelity Advisor Short-Intermediate Municipal Income Fund
ceased to exist and is not offered.

The following information replaces each reference to 1-800-843-3001.

If you are investing through a broker-dealer or insurance
representative, call 1-800-522-7297. If you are investing through a
bank representative, call 1-800-843-3001.

The following information replaces similar information found in
"Who May Want to Invest" on page 3.

Institutional Class shares are offered to:

1. Broker-dealer managed account programs that (i) charge an
asset-based fee and (ii) will have at least $1 million invested in the
Institutional Class of the Advisor funds. In addition, employee
benefit plans (as defined in the Employee Retirement Income Security
Act), 403(b) programs and plans covering sole-proprietors (formerly
Keogh/H.R. 10 plans) must have at least $50 million in plan
assets;

2. Registered investment advisor managed account programs, provided
the registered investment advisor is not part of an organization
primarily engaged in the brokerage business, and the program (i)
charges an asset-based fee and (ii) will have at least $1 million
invested in the Institutional Class of the Advisor funds. In addition,
accounts other than an employee benefit plan, 403(b) program or plan
covering a sole-proprietor (formerly a Keogh/H.R. 10 plan) in the
program must be managed on a discretionary basis;

3. Trust institution and bank trust department managed account
programs that (i) charge an asset-based fee and (ii) will have at
least $1 million invested in the Institutional Class of the Advisor
funds. Accounts managed by third parties are not eligible to purchase
Institutional Class shares;

4. Insurance company separate accounts that will have at least $1
million invested in the Institutional Class of the Advisor funds;

5. Fidelity Trustees and employees; and

6. Insurance company programs for employee benefit plans, 403(b)
programs or plans covering sole-proprietors (formerly Keogh/H.R. 10
plans) that (i) charge an asset-based fee and (ii) will have at
least $1 million invested in the Institutional Class of the Advisor
funds. Insurance company programs for employee benefit plans,
403(b) programs and plans covering sole-proprietors (formerly
Keogh/H.R. 10 plans) include such programs offered by a
broker-dealer affiliate of an insurance company, provided that the
affiliate is not a part of an organization primarily engaged in the
brokerage business.

For purchase made by managed account programs, insurance company
separate accounts or insurance company programs for employee benefit
plans, 403(b) programs or plans covering sole-proprietors (formerly
Keogh/H.R. 10 plans) , FDC reserves the right to waive the
requirement that $1 million be invested in the Institutional Class of
the Advisor funds .

The following information found in "Expenses" on page 4 is no longer
applicable.

Annual account maintenance $12.00
fee (for accounts under
$2,500)

The following information replaces similar information for TECHNOQUANT
GROWTH and LARGE CAP found in "Expenses" beginning on page 4.

EXPENSE TABLE EXAMPLE: You would pay the following amount in total
expenses on a $1,000 investment in Institutional Class shares of a
fund, assuming a 5% annual return and full redemption at the end of
each time period. Total expenses shown on the next page include any
shareholder transaction expenses and Institutional Class's annual
operating expenses.

EQUITY FUNDS
Operating Expenses Examples

TECHNOQUANT GROWTH Management fee 0.60% 1 year $ 11

12b-1 fee None 3 years $ 33

Other expenses (after 0.45% 5 years $ 58
reimbursement)

Total operating expenses 1.05% 10 years $ 128

LARGE CAP Management fee 0.60% 1 year $ 11

12b-1 fee None 3 years $ 33

Other expenses (after 0.45% 5 years $ 58
reimbursement)

Total operating expenses 1.05% 10 years $ 128

The following information replaces similar information for
INTERMEDIATE MUNICIPAL INCOME found in "Expenses" beginning on page 6.

MUNICIPAL FUNDS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
INTERMEDIATE MUNICIPAL INCOME Management fee 0.39% 1 year $ 7

12b-1 fee None 3 years $ 22

Other expenses (after 0.31% 5 years $ 39
reimbursement)

Total operating expenses 0.70% 10 years $ 87

</TABLE>

THESE EXAMPLES ILLUSTRATE THE EFFECT OF EXPENSES, BUT ARE NOT MEANT TO
SUGGEST ACTUAL OR EXPECTED EXPENSES OR RETURNS, ALL OF WHICH MAY VARY.

The following information replaces similar information found in
"Expenses" on page 7.

A portion of the brokerage commissions that certain of the funds pay
is used to reduce fund expenses. In addition, certain funds have
entered into arrangements with their custodian and transfer agent
whereby credits realized as a result of uninvested cash balances are
used to reduce custodian and transfer agent expenses. Including these
reductions, the total Institutional Class operating expenses presented
in the preceding tables would have been:

Institutional Class

Mid Cap 0.84%

Equity Growth 0.75%

Growth Opportunities 0.65%

Strategic Opportunities 1.05%

Large Cap 1.02%

Equity Income 0.67%

Strategic Income 1.09%

FMR has voluntarily agreed to reimburse the Institutional Class of
each fund to the extent that total operating expenses, as a percentage
of their respective average net assets, exceed the following rates:

Effective Date

TechnoQuant Growth 1.05% 12/1/98

Mid Cap 1.50% 1/1/99

Equity Growth 0.95% 1/1/99

Strategic Opportunities 1.50% 1/1/99

Large Cap 1.05% 12/1/98

Growth & Income 1.25% 1/1/99

Equity Income 0.85% 1/1/99

Balanced 0.80% 1/1/99

Strategic Income 1.10% 1/1/99

Mortgage Securities 0.75% 3/1/97

Government Investment 0.75% 7/1/95

Intermediate Bond 0.75% 7/1/95

Short Fixed-Income 0.75% 8/30/96

Municipal Income 0.75% 7/1/95

Intermediate Municipal Income 0.70% 12/1/98

If these agreements were not in effect, other expenses and total
operating expenses of the Institutional Class of each fund, as a
percentage of average net assets, would have been the following
amounts:

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Other Expenses Total Operating Expenses

TechnoQuant Growth 3.84% 4.44%

Large Cap 0.55% 1.15%

Strategic Income 0.62% 1.21%

Mortgage Securities 0.69%[A] 1.13%[A]

Government Investment 0.34% 0.78%

Short Fixed-Income 0.58% 1.02%

Municipal Income 1.56% 1.95%

Intermediate Municipal Income 0.58% 0.97%

</TABLE>

[A] BASED ON ESTIMATED EXPENSES FOR FIRST YEAR.

The following information replaces the third paragraph under the
heading "FMR and Its Affiliates" in the "Charter" section on page 22.

Beginning January 1, 1999, Fidelity Investments Money Management, Inc.
(FIMM), located in Merrimack, New Hampshire, will select certain types
of investments for Balanced and Strategic Income. Beginning January 1,
1999, FIMM will have primary responsibility for providing investment
management services for Mortgage Securities, Government Investment,
Intermediate Bond, Short Fixed-Income, Municipal Income, Intermediate
Municipal Income, and Short-Intermediate Municipal Income.

The following information replaces the biographical information for
John H. Carlson and Brian Hogan found in the "Charter" section on
pages 22 and 23.

The following information replaces similar information found under the
heading "FMR and Its Affiliates" in the "Charter" section beginning on
page 22.

Kevin Grant is Vice President and manager of Advisor Balanced, Advisor
Strategic Income, and Advisor Intermediate Bond, which he has managed
since March 1996, December 1998, and October 1995, respectively. Mr.
Grant manages the fixed-income investments for Advisor Balanced and
the domestic investment-grade and U.S. Government investments for
Advisor Strategic Income. He also manages several other Fidelity
funds. Prior to joining Fidelity in 1993, Mr Grant was vice president
and chief mortgage strategist at Morgan Stanley for three years.

Ian Spreadbury is manager of Advisor Strategic Income's foreign bond
investments, which he has managed since May 1998. He also co-manages
another Fidelity fund. Additionally, Mr. Spreadbury is a director of
fixed income and a portfolio manager for Fidelity International,
Limited (FIL). Prior to joining Fidelity in 1995, Mr. Spreadbury was a
senior manager with Legal & General, Limited, from 1981 to 1995.

The following information replaces the last paragraph found under the
heading "FMR and Its Affiliates" in the "Charter" section on page 24.

The following information replaces the second and fourth paragraphs,
respectively, under the heading "Strategic Income Fund" in "Investment
Principles and Risks" on page 26.

The fund invests primarily in debt securities including lower-quality
securities, allocated among four general investment categories: high
yield securities, U.S. Government and investment-grade securities,
emerging market securities, and foreign developed market securities.
The fund's neutral mix, or the benchmark for its combination of
investments in each category over time, is approximately 40% high
yield, 30% U.S. Government and investment-grade, 15% emerging markets
and 15% foreign developed markets. The fund also may invest a portion
of its assets in convertible securities and common and preferred
stocks.

The following information replaces the "Restrictions" found under the
heading "Equity Securities" in the "Investment Principles and Risks"
section on page 29.

The following information replaces the similar information found under
the heading "Diversification" in the "Investment Principles and Risks"
section on page 32.

RESTRICTIONS: With respect to 75% of its total assets, each of the
Equity Funds, High Yield, Mortgage Securities, Government Investment,
Intermediate Bond, Short Fixed-Income, Municipal Income, and
Intermediate Municipal Income may not purchase a security if, as a
result, more than 5% would be invested in the securities of any
issuer. This limitation does not apply to U.S. Government securities
or, for TechnoQuant Growth, Mid Cap, Equity Growth, Growth
Opportunities, Strategic Opportunities, Large Cap, Growth & Income,
and Equity Income, to securities of other investment companies.

The following information replaces the similar information found under
the heading "Fundamental Investment Policies and Restrictions" in the
"Investment Principles and Risks" section on page 33.

MANAGEMENT FEE

The management fee is calculated and paid to FMR every month.
For each of TechnoQuant Growth, Mid Cap, Equity Growth, Large Cap,
Growth & Income, Equity Income, Balanced, High Yield, Strategic
Income, Mortgage Securities, Government Investment, Intermediate Bond,
Short Fixed-Income, Municipal Income, Intermediate Municipal Income,
and Short-Intermediate Municipal Income, the fee is calculated by
adding a group fee rate to an individual fund fee rate, multiplying
the result by the fund's monthly average net assets, and dividing by
twelve.

The following information replaces similar information found under the
heading"Management Fee" in the "Breakdown of Expenses" section on page
34.

The group fee rate is based on the average net assets of all the
mutual funds advised by FMR. This rate cannot rise above 0.52% for
TechnoQuant Growth, Mid Cap, Equity Growth, Growth Opportunities,
Strategic Opportunities, Large Cap, Growth & Income, Equity Income,
and Balanced or 0.37% for High Yield, Strategic Income, Mortgage
Securities, Government Investment, Intermediate Bond, Short
Fixed-Income, Municipal Income, Intermediate Municipal Income and
Short-Intermediate Municipal Income, and it drops as total assets
under management increase. For December 1997, the group fee rate for
the Equity Funds was 0.29%, and the group fee rate for the Bond Funds,
the Intermediate-Term Bond Funds, and the Short-Term Bond Funds was
0.14%.

The following information replaces similar information found in "How
to Buy Shares" on page 38.

(double dagger)THESE LOWER MINIMUMS APPLY TO FIDELITY TRADITIONAL IRA,
ROTH IRA, ROTH CONVERSION IRA, ROLLOVER IRA, SEP-IRA, AND KEOGH
ACCOUNTS.

*AN ACCOUNT MAY BE OPENED WITH A MINIMUM OF $100, PROVIDED THAT A
REGULAR INVESTMENT PLAN IS ESTABLISHED AT THE TIME THE ACCOUNT IS
OPENED. FOR MORE INFORMATION ABOUT REGULAR INVESTMENT PLANS, PLEASE
REFER TO "INVESTOR SERVICES," PAGE 41.

The following information replaces similar information found in
"Investor Services" on page 41.

REGULAR INVESTMENT PLANS

FIDELITY ADVISOR SYSTEMATIC INVESTMENT PROGRAM
TO MOVE MONEY FROM YOUR BANK ACCOUNT TO A FIDELITY ADVISOR FUND

MINIMUM INITIAL
$100

The following information found in "Transaction Details" on page 44 is
no longer applicable.

FIDELITY RESERVES THE RIGHT TO DEDUCT AN ANNUAL MAINTENANCE FEE of
$12.00 from accounts with a value of less than $2,500, subject to an
annual maximum charge of $60.00 per shareholder. Accounts opened after
September 30 will not be subject to the fee for that year. The fee,
which is payable to the transfer agent, is designed to offset in part
the relatively higher costs of servicing smaller accounts. The fee
will not be deducted from retirement accounts (except non-prototype
retirement accounts), accounts using a systematic investment program,
certain (Network Level I and III) accounts which are maintained
through National Securities Clearing Corporation (NSCC), or if total
assets in Fidelity mutual funds exceed $50,000. Eligibility for the
$50,000 waiver is determined by aggregating Fidelity mutual fund
accounts (excluding contractual plans) maintained (i) by FIIOC and
(ii) through NSCC; provided those accounts are registered under the
same primary social security number.

SUPPLEMENT TO THE FIDELITY ADVISOR FUNDSSM:
CLASS A, CLASS T, CLASS B, CLASS C, INSTITUTIONAL CLASS, AND INITIAL
CLASS
FEBRUARY 28, 1998
STATEMENT OF ADDITIONAL INFORMATION

THE FOLLOWING INFORMATION REPLACES FUNDAMENTAL INVESTMENT LIMITATION
(1) IN EACH OF "INVESTMENT LIMITATIONS OF EQUITY INCOME FUND,"
"INVESTMENT LIMITATIONS OF BALANCED FUND," "INVESTMENT LIMITATIONS OF
HIGH YIELD FUND," "INVESTMENT LIMITATIONS OF MORTGAGE SECURITIES
FUND," "INVESTMENT LIMITATIONS OF GOVERNMENT INVESTMENT FUND," AND
INVESTMENT LIMITATIONS OF SHORT FIXED-INCOME FUND" FOUND ON PAGES 12,
13, 15, 17, 18, AND 20, RESPECTIVELY.

(1) The fund may not with respect to 75% of the fund's total assets,
purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or
instrumentalities, or securities of other investment companies) if, as
a result, (a) more than 5% of the fund's total assets would be
invested in the securities of that issuer, or (b) the fund would hold
more than 10% of the outstanding voting securities of that issuer.

THE FOLLOWING INFORMATION SUPPLEMENTS THE FUNDAMENTAL INVESTMENT
LIMITATIONS IN "INVESTMENT LIMITATIONS OF EQUITY INCOME FUND" FOUND ON
PAGE 12.

(9) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company managed by Fidelity
Management & Research Company or an affiliate or successor with
substantially the same fundamental investment objective, policies, and
limitations as the fund.

THE FOLLOWING INFORMATION SUPPLEMENTS THE NON-FUNDAMENTAL INVESTMENT
LIMITATIONS IN "INVESTMENT LIMITATIONS OF EQUITY INCOME FUND" FOUND ON
PAGE 13.

(vi) The fund does not currently intend to invest all of its assets in
the securities of a single open-end management investment company
managed by Fidelity Management & Research Company or an affiliate or
successor with substantially the same fundamental investment
objective, policies, and limitations as the fund.

THE FOLLOWING INFORMATION REPLACES FUNDAMENTAL INVESTMENT LIMITATION
(5) IN "INVESTMENT LIMITATIONS OF GOVERNMENT INVESTMENT FUND" FOUND ON
PAGE 18.

(5) The fund may not purchase the securities of any issuer (other than
securities issued or guaranteed by the U.S. Government or any of its
agencies or instrumentalities) if, as a result, more than 25% of the
fund's total assets would be invested in the securities of companies
whose principal business activities are in the same industry.

THE FOLLOWING INFORMATION SUPPLEMENTS THE INFORMATION FOUND IN THE
"INVESTMENT POLICIES AND LIMITATIONS" SECTION FOUND ON PAGE 36.

SOURCES OF CREDIT OR LIQUIDITY SUPPORT. FMR may rely on its evaluation
of the credit of a bank or other entity in determining whether to
purchase a security supported by a letter of credit guarantee, put or
demand feature, insurance or other source of credit or liquidity. In
evaluating the credit of a foreign bank or other foreign entities, FMR
will consider whether adequate public information about the entity is
available and whether the entity may be subject to unfavorable
political or economic developments, currency controls, or other
government restrictions that might affect its ability to honor its
commitment.

THE FOLLOWING INFORMATION SUPPLEMENTS THE INFORMATION FOUND IN THE
SAI.

SPECIAL CONSIDERATIONS REGARDING THE RUSSIAN FEDERATION

The Russian Federation is the largest republic of the Commonwealth of
Independent States with a 1995 population of 147,500,000. It is about
one and four fifths of the land area of the United States and occupies
most of eastern Europe and north Asia.

Russia has had a long history of political and economic turbulence.
The U.S.S.R. lasted 69 years and for more than half that time it
ranked as a nuclear superpower. In the 1930's tens of millions of its
citizens were collectivized under state agricultural and industrial
enterprises and millions died in political purges and the vast penal
and labor system or in state-created famines. During World War II, as
many as 20 million Soviet citizens died. After decades of communist
rule the Soviet Union was dissolved on December 8, 1991 following a
failed coup attempt against the government of Mikhail Gorbachev. On
the day that the leaders declared that the Soviet Union ceased to
exist, the Soviet republics were invited to join with Russia in the
Commonwealth of Independent states (CIS). At one time or another those
that have agreed to join have included the Ukraine, Belarus, Moldova,
Georgia, Armenia, Azerbaijan, Uzbekistan, Turkmenistan, Tajikistan,
Kazakhstan and Kyrgyzstan, but a number have dropped out since or have
only observer status. Each of the republics is a sovereign state that
controls its own economy and natural resources and collects its own
taxes, providing only minimal support to the CIS.

Boris Yeltsin, President of Russia, inherited the mantle of economic
and political chaos. With the freeing of most prices he staked his
political life on the rapid creation of a free market economy. Since
1991 Yeltsin and his Russian reformers have been faced with the
daunting task of stabilizing the Russian economy while transforming it
into a modern and efficient structure able to compete in international
markets and respond to the needs of the Russian people. To date, their
efforts have yielded widely mixed results. On the one hand, they have
made some impressive progress. Since 1992, they have abolished central
planning, decontrolled prices, unified the foreign exchange market,
made the ruble convertible, and privatized two thirds of the economy.
They have accomplished this in spite of the crushing burdens inherited
from the communist system: huge industrial enterprises that are
unprofitable; an obsolete capital stock; a crumbling energy sector,
huge external debt; and armies that had to be repatriated and
resettled at home.

Russia remains a paradox among the major economies of the world in
that it is a country marked by stagnation in production levels, but
has few constraints on growth. Labor supply is adequate and savings
are high. In addition, there is almost unlimited scope for increasing
productivity through the introduction of improved technologies,
production process and market-oriented managerial development. There
are 147 million consumers who are slowly increasing their buying power
and education standards are high. Russia is also rich in natural
resources. It has 40% of the world's natural gas reserves, 6% of its
oil, 25% of coal, diamonds, gold and nickel, and 30% of timber and
bauxite. Approximately ten million people are engaged in agriculture
and they produce half of the region's grain, meat, milk, and other
dairy products.

The main reason for the continued poor performance of the Russian
economy is the country's failure to mobilize the resources that are
available. While the official unemployment rate was at 10.6% in 1996,
up to half of the working population is, in effect, unemployed or, to
a significant degree, underemployed in inefficient and unproductive
industries. Much of the country's savings have been siphoned off
through capital flight. Russia's technological potential for
assimilating both domestic and foreign technologies is not being
exploited. Industry privatization and restructuring initiatives have
generally failed to mobilize the available factors of production as
the country's privatization program virtually ensures the predominance
of the old management teams that are largely non market-oriented in
their management approach. Approximately 80% of Russian privatized
companies continue to be majority-owned by insiders and only 10% are
owned by investors with large enough stakes to influence the running
of the company.

In July 1996, Boris Yeltsin was re-elected for a second term and it
was hoped that the election would mark the start of a more stable
period of economic growth. However, macroeconomic indicators in 1996
proved contradictory. On the one hand, the Russian government
continued its strict credit policies, and the annual inflation rate
for 1996 dropped to 23%, down from 131% in 1995. Inflation has since
remained below 3% a month through the first half of 1997. In addition,
expenditure cuts trimmed the budget deficit to 7% of GDP for the first
nine months of 1996. On the other hand, however, GDP fell by 6%
following 1995's 4% fall, while industrial production was down by 5%
and real investment dropped by approximately 19%. Non-payment
continues to represent a serious problem for the economy, particularly
in the energy sector.

While Russia is widely believed to be one of the most risky markets in
eastern Europe, it is also recognized for its potential for positive
returns. In 1996 the Russian market delivered the world's best stock
market performance and was among the top performing markets in the
first half of 1997. However, the market has been essentially liquidity
driven and concentrated in a very few of the country's largest
companies. At just $65 billion, the total capitalization of the stock
market accounts for just 12 percent of GDP. The majority of investors
in Russian equities are small and medium-sized US hedge funds. In
addition, several country specific funds have been established to make
direct and portfolio investments in Russian companies. To facilitate
foreign investment, a number of the larger Russian companies have
issued equity in the form of American depositary receipts while six
big firms have issued securities in the form of Russian depositary
certificates. These certificates are issued and marketed by the Bank
of New York. Any investment in Russia is risky and deciding which
companies will perform well at this stage of the country's
transformation is far from easy. A combination of poor accounting
standards, inept management, limited shareholder rights and the
criminalization of large sectors of the economy pose a significant
risk, particularly to foreign investors.

THE FOLLOWING INFORMATION REPLACES THE FIFTH PARAGRAPH FOUND IN THE
"PORTFOLIO TRANSACTIONS" SECTION ON PAGE 48.

To the extent permitted by applicable law, FMR is authorized to
allocate portfolio transactions in a manner that takes into account
assistance received in the distribution of shares of the funds or
other Fidelity funds and to use research services of the brokerage and
other firms that have provided such assistance. FMR may use research
services provided by and place agency transactions with National
Financial Services Corporation (NFSC) and Fidelity Brokerage Services
(Japan) LLC (FBSJ), indirect subsidiaries of FMR Corp., if the
commissions are fair, reasonable, and comparable to commissions
charged by non-affiliated, qualified brokerage firms for similar
services. Prior to December 9, 1997, FMR used research services
provided by and placed agency transactions with Fidelity Brokerage
Services (FBS), an indirect subsidiary of FMR Corp.

THE FOLLOWING INFORMATION SUPPLEMENTS THE INFORMATION FOUND IN THE
"PERFORMANCE" SECTION ON PAGE 108.

Balanced may compare its performance to that of the Fidelity Balanced
Composite Benchmark which is a hypothetical representation of the
performance of the fund's general investment categories using a
weighting of 60% equity and 40% bond. The following indices are used
to calculate the Fidelity Balanced Composite Benchmark: equity - the
Standard & Poor's 500 Index, a widely recognized, unmanaged index of
common stocks; and bond - the Lehman Brothers Aggregate Bond Index, a
benchmark of investment-grade bonds. The index weightings of the
Fidelity Balanced Composite Benchmark are rebalanced monthly.

THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND UNDER
"ADDITIONAL PURCHASE, EXCHANGE AND REDEMPTION INFORMATION" BEGINNING
ON PAGE 110.

Pursuant to Rule 22d-1 under the 1940 Act, FDC exercises its right to
waive Class A's or Class T's front-end sales charge on shares acquired
through reinvestment of dividends and capital gains or in connection
with a fund's merger with or acquisition of any investment company or
trust. In addition, FDC has chosen to waive Class A's or Class T's
front-end sales charge in certain instances because of efficiencies
involved in those sales of shares. The sales charge will not apply:

CLASS A SHARES ONLY

1. to shares purchased for an employee benefit plan (as defined in
the Employee Retirement Income Security Act) (except a SIMPLE IRA,
SEP, or SARSEP plan or a plan covering self-employed individuals and
their employees (formerly Keogh/H.R. 10 plans)) or a 403(b)
program with at least $25 million or more in plan assets;

2. to shares purchased for an employee benefit plan ( except a
SIMPLE IRA, SEP, or SARSEP plan or a plan covering self-employed
individuals and their employees (formerly Keogh/H.R. 10 plans)) or a
403(b) program investing through an insurance company separate
account used to fund annuity contracts;

3. to shares purchased for an employee benefit plan (except a
SIMPLE IRA, SEP, or SARSEP plan or a plan covering self-employed
individuals and their employees (formerly Keogh/H.R. 10 plans)) or a
403(b) program investing through a trust institution, bank trust
department or insurance company, or any such institution's
broker-dealer affiliate that is not part of an organization primarily
engaged in brokerage business. Employee benefit plans (except
SIMPLE IRA, SEP, and SARSEP plans and plans covering self-employed
individuals and their employees (formerly Keogh/H.R. 10 Plans)) and
403(b) programs that participate in the Advisor Retirement
Connection do not qualify for this waiver;

4. to shares purchased for an employee benefit plan (except a
SIMPLE IRA, SEP, or SARSEP plan or a plan covering self-employed
individuals and their employees (formerly Keogh/H.R. 10 plans)) or a
403(b) program investing through an investment professional
sponsored program that requires the participating employee benefit
plan to initially invest in Class C or Class B shares and, upon
meeting certain criteria, subsequently requires the plan to invest in
Class A shares;

5. to shares purchased by a trust institution or bank trust department
for a managed account that is charged an asset-based fee. Employee
benefit plans (except SIMPLE IRA, SEP, and SARSEP plans and plans
covering self-employed individuals and their employees (formerly
Keogh/H.R. 10 plans)), 403(b) programs and accounts managed by
third parties do not qualify for this waiver;

6. to shares purchased by a broker-dealer for a managed account that
is charged an asset-based fee. Employee benefit plans (except
SIMPLE IRA, SEP, and SARSEP plans and plans covering self-employed
individuals and their employees (formerly Keogh/H.R. 10 Plans)) and
403(b) programs do not qualify for this waiver;

7. to shares purchased by a registered investment advisor that is not
part of an organization primarily engaged in the brokerage business
for an account that is managed on a discretionary basis and is charged
an asset-based fee. Employee benefit plans (except SIMPLE IRA, SEP,
and SARSEP plans and plans covering self-employed individuals and
their employees (formerly Keogh/H.R. 10 Plans)) and 403(b) programs do
not qualify for this waiver; or

8. to shares purchased by a bank trust officer, registered
representative, or other employee (or a member of one of their
immediate families) of investment professionals having agreements with
FDC .

CLASS T SHARES ONLY

1. to shares purchased for an insurance company separate account
used to fund annuity contracts for employee benefit plans (except
SIMPLE IRA, SEP, and SARSEP plans and plans covering self-employed
individuals and their employees (formerly Keogh/H.R.10 plans)) or
403(b) programs;

2. to shares purchased by a trust institution or bank trust department
for a managed account that is charged an asset-based fee. Accounts
managed by third parties do not qualify for this waiver;

3. to shares purchased by a broker-dealer for a managed account that
is charged an asset-based fee;

4. to shares purchased by a registered investment adviser that is not
part of an organization primarily engaged in the brokerage business
for an account that is managed on a discretionary basis and is charged
an asset-based fee;

5. to shares purchased for an employee benefit plan ( except a
SIMPLE IRA, SEP, or SARSEP plan or a plan covering self-employed
individuals and their employees (formerly Keogh/H.R. 10 plans)) or a
403(b) program;

6. to shares purchased for a Fidelity or Fidelity Advisor account
(including purchases by exchange) with the proceeds of a distribution
from (i) an insurance company separate account used to fund annuity
contracts for employee benefit plans, 403(b) programs or plans
covering sole-proprietors (formerly Keogh/H.R. 10 plans) that are
invested in Fidelity Advisor or Fidelity funds, or (ii) an employee
benefit plan, 403(b) program or plan covering a sole-proprietor
(formerly Keogh/H.R. 10 plan) that is invested in Fidelity Advisor
or Fidelity funds. (Distributions other than those transferred to an
IRA account must be transferred directly into a Fidelity account.);

7. to shares purchased for any state, county, or city, or any
governmental instrumentality, department, authority or agency;

8. to shares purchased with redemption proceeds from other mutual fund
complexes on which the investor has paid a front-end or contingent
deferred sales charge;

9. to shares purchased by a current or former Trustee or officer of a
Fidelity fund or a current or retired officer, director, or regular
employee of FMR Corp. or FIL or their direct or indirect subsidiaries
(a Fidelity Trustee or employee), the spouse of a Fidelity Trustee or
employee, a Fidelity Trustee or employee acting as custodian for a
minor child, or a person acting as trustee of a trust for the sole
benefit of the minor child of a Fidelity Trustee or employee;

10. to shares purchased by a charitable organization (as defined for
purposes of Section 501(c)(3) of the Internal Revenue Code) investing
$100,000 or more;

11. to shares purchased by a bank trust officer, registered
representative, or other employee (or a member of one of their
immediate families) of investment professionals having agreements with
FDC;

12. to shares purchased for a charitable remainder trust or life
income pool established for the benefit of a charitable organization
(as defined for purposes of Section 501(c)(3) of the Internal Revenue
Code); or

13. to shares purchased with distributions of income, principal, and
capital gains from Fidelity Defined trusts .

CLASS B AND CLASS C SHARES ONLY

The contingent deferred sales charge (CDSC) on Class B and Class C
shares may be waived (1) in the case of disability or death, provided
that the shares are redeemed within one year following the death or
the initial determination of disability; (2) in connection with a
total or partial redemption of shares from retirement plans or
accounts (other than of shares purchased on or after February 11,
1999 for Traditional IRAs, Roth IRAs and Rollover IRAs) at age 70,
which are permitted without penalty pursuant to the Internal Revenue
Code; (3) in connection with the redemption of shares purchased on or
after F ebruary 11, 1999, from Traditional IRAs, Roth IRAs and
Rollover IRAs for disability, payment of death benefits, or minimum
required distributions starting at age 70; (4) in connection with
redemptions through the Fidelity Advisor Systematic Withdrawal
Program; or (5 ) (APPLICABLE TO CLASS C ONLY) in connection with
any redemptions from an employee benefit plan, 403(b) program or
plan covering a sole-proprietor (formerly a Keogh/H.R. 10 plan).

A sales load waiver form must accompany each transac tion
available for each class .

INSTITUTIONAL CLASS SHARES ONLY

Institutional Class Shares are offered to:

1. Broker-dealer managed accounts programs that (i) charge an
asset-based fee and (ii) will have at least $1 million invested in the
Institutional Class of the Advisor funds. In addition, employee
benefit plans , 403(b) programs and plans covering sole-proprietors
(formerly Keogh/H.R. 10 plans) must have at least $50 million in
plan assets;

2. Registered investment advisor managed account programs, provided
the registered investment advisor is not part of an organization
primarily engaged in the brokerage business and the program (i)
charges an asset-based fee, and (ii) will have at least $1 million
invested in the Institutional Class of the Advisor funds. In addition,
accounts other than an employee benefit plan, 403(b) program or
plan covering a sole-proprietor (formerly a Keogh/H.R. 10 plan) in
the programs must be managed on a discretionary basis;

3. Trust institution and bank trust department managed accounts
programs that (i) charge an asset-based fee and (ii) will have at
least $1 million invested in the Institutional Class of the Advisor
funds. Accounts managed by third parties are not eligible to purchase
Institutional Class shares;

4. Insurance company separate accounts that will have at least $1
million invested in the Institutional Class of the Advisor funds;

5. Current or former Trustees or officers of a Fidelity fund or
current or retired officer, directors, or regular employees of FMR
Corp. or Fidelity International Limited or their direct or indirect
subsidiaries (Fidelity Trustee or employee), spouses of Fidelity
Trustees or employees, Fidelity Trustees or employees acting as a
custodian for a minor child, or persons acting as trustee of a trust
for the sole benefit of the minor child of a Fidelity Trustee or
employee; and

6. Insurance company programs for employee benefit plans, 403(b)
programs or plans covering sole-proprietors (formerly Keogh/H.R. 10
plans) that (i) charge an asset-based fee and (ii) will have at
least$1 million invested in the Institutional Class of the Advisor
funds. Insurance company programs for employee benefit plans, 403(b)
programs and plans covering sole-proprietors (formerly Keogh/H.R. 10
plans) include such programs offered by a broker-dealer affiliate
of an insurance company, provided that the affiliate is not part of an
organization primarily engaged in the brokerage business.

For purchases made by managed account programs, insurance company
separate accounts or insurance company employee benefit plan s,
403(b) programs or plans covering sole-proprietors (formerly
Keogh/H.R. 10 plans), FDC reserves the right to waive the
requirement that $1 million be invested in the Institutional Class of
the Advisor funds.

FOR CLASS A AND CLASS T SHARES ONLY

FINDER'S FEE. For all funds except the Short-Term Bond Funds, on
eligible purchases of (i) Class A shares in amounts of $1 million or
more that qualify for a Class A load waiver, (ii) Class A shares in
amounts of $25 million or more, or (iii) Class T shares in amounts of
$1 million or more, investment professionals will be compensated with
a fee at the rate of 0.25% of the purchase amount. Except as provided
below, Class A eligible purchases are the following purchases made
through broker-dealers and banks: an individual trade of $25 million
or more; an individual trade of $1 million or more that is load
waived; a trade which brings the value of the accumulated account(s)
of an investor (including an employee benefit plan (except a SEP or
SARSEP plan or a plan covering self-employed individuals and their
employees (formerly a Keogh/H.R. 10 plan)) or 403(b) program) past
$25 million; a load waived trade that brings the value of the
accumulated account(s) of an investor (including an employee benefit
plan (except a SEP or SARSEP plan or a plan covering self-employed
individuals and their employees (formerly a Keogh/H.R. 10 plan)) or
403(b) program) past $1 million; a trade for an investor with an
accumulated account value of $25 million or more; a load waived trade
for an investor with an accumulated account value of $1 million or
more; an incremental trade toward an investor's $25 million "Letter of
Intent"; and an incremental load waived trade toward an investor's $1
million "Letter of Intent". Except as provided below, Class T eligible
purchases are the following purchases made through broker-dealers and
banks: an individual trade of $1 million or more; a trade which brings
the value of the accumulated account(s) of an investor (including an
employee benefit plan (except a SEP or SARSEP plan or a plan
covering self-employed individuals and their employees (formerly a
Keogh/H.R. 10 plan)) or 403(b) progra m past $1 million; a trade
for an investor with an accumulated account value of $1 million or
more; and an incremental trade toward an investor's $1 million "Letter
of Intent."

For the Short-Term Bond Funds, on eligible purchases of (i) Class A
shares in amounts of $1 million or more, or (ii) Class T shares in
amounts of $1 million or more, investment professionals will be
compensated with a fee at the rate of 0.25% of the purchase amount.
Except as provided below, Class A eligible purchases are the following
purchases made through broker-dealers and banks: an individual trade
of $1 million or more; a trade which brings the value of the
accumulated account(s) of an investor (including an employee benefit
plan (except a SEP or SARSEP plan or a plan covering self-employed
individuals and their employees (formerly a Keogh/H.R. 10 plan)) or
403(b) program past $1 million; a trade for an investor with an
accumulated account value of $1 million or more; and an incremental
trade toward an investor's $1 million "Letter of Intent." Except as
provided below, Class T eligible purchases are the following purchases
made through broker-dealers and banks: an individual trade of $1
million or more; a trade which brings the value of the accumulated
account(s) of an investor (including an employee benefit plan
(except a SEP or SARSEP plan or a plan covering self-employed
individuals and their employees (formerly a Keogh/H.R. 10 plan)) or
403(b) program past $1 million; a trade for an investor with an
accumulated account value of $1 million or more; and an incremental
trade toward an investor's $1 million "Letter of Intent."

For the purpose of determining the availability of Class A or Class T
finder's fees, purchases of Class A or Class T shares made with the
proceeds from the redemption of shares of any Fidelity fund will not
be considered "eligible purchases."

Except as provided below, any assets on which a finder's fee has been
paid will bear a contingent deferred sales charge (Class A or Class T
CDSC) if they do not remain in Class A or Class T shares of the
Fidelity Advisor Funds, or Daily Money Class shares of Treasury Fund,
Prime Fund or Tax-Exempt Fund, for a period of at least one
uninterrupted year. The Class A or Class T CDSC will be 0.25% of the
lesser of the cost of the Class A or Class T shares, as applicable, at
the initial date of purchase or the value of the Class A or Class T
shares, as applicable, at redemption, not including any reinvested
dividends or capital gains. Class A and Class T shares acquired
through distributions (dividends or capital gains) will not be subject
to a Class A or Class T CDSC. In determining the applicability and
rate of any Class A or Class T CDSC at redemption, Class A or Class T
shares representing reinvested dividends and capital gains, if any,
will be redeemed first, followed by those Class A or Class T shares,
as applicable that have been held for the longest period of time.

Shares held by an insurance company separate account will be
aggregated at the client (e.g., the contract holder or plan sponsor)
level, not at the separate account level. Upon request, anyone
claiming eligibility for the 0.25% fee with respect to shares held by
an insurance company separate account must provide FDC access to
records detailing purchases at the client level.

The Class A or Class T CDSC does not apply to the redemption
of shares:

1. Held by insurance company separate accounts;

2. From employee benefit plans (except shares of SIMPLE IRA,
SEP, and SARSEP plans and plans covering self-employed individuals and
their employees (formerly Keogh/H.R. 10 plans) purchased on or after
February 11, 1999) and 403(b) programs for plan loans or distributions
or exchanges to non-Advisor fund investment options; or

3. From Traditional IRAs, Roth IRAs, SIMPLE IRAs, SEPs,
SARSEPs and plans covering a sole proprietor or self-employed
individuals and their employees (formerly Keogh/H.R. 10 plans) for
disability, payment of death benefits, or minimum required
distributions starting at age 701/2.

Your investment professional should advise Fidelity at the
time your redemption order is placed if you qualify for a waiver of
the Class A or Class T CDSC.

Investment professionals must notify FDC in advance of a purchase
eligible for a finder's fee, and may be required to enter into an
agreement with FDC in order to receive the finder's fee.

THE FOLLOWING INFORMATION REPLACES THE S ECOND PARAGRAPH FOUND
UNDER THE HEADING " QUANTITY DISCOUNTS" IN THE "ADDITIONAL
PURCHASE, EXCHANGE AND REDEMPTION INFORMATION" SECTION ON PAGE
114.

For purposes of qualifying for a reduction in front-end sales charges
under the Combined Purchase, Rights of Accumulation or Letter of
Intent programs, the following may qualify as an individual or a
"company" as defined in Section 2(a)(8) of the 1940 Act: an
individual, spouse, and their children under age 21 purchasing for
his, her, or their own account; a trustee, administrator or other
fiduciary purchasing for a single trust estate or a single fiduciary
account or for a single or a parent-subsidiary group of employee
benefits plans (except SEP and SARSEP plans and plans covering
self-employed individuals and their employees (formerly Keogh/H.R. 10
plans)) and 403(b) programs ; and tax-exempt organizations as
defined under Section 501(c)(3) of the Internal Revenue Code.

THE FOLLOWING INFORMATION SUPPLEMENTS THE INFORMATION FOUND IN THE
"DISTRIBUTIONS AND TAXES" SECTION ON PAGE 117.

If a fund purchases shares in certain foreign investment entities,
defined as passive foreign investment companies (PFICs) in the
Internal Revenue Code, it may be subject to U.S. federal income tax on
a portion of any excess distribution or gain from the disposition of
such shares. Interest charges may also be imposed on a fund with
respect to deferred taxes arising from such distributions or gains.
Generally, a fund will elect to mark-to-market any PFIC shares.
Unrealized gains will be recognized as income for tax purposes and
must be distributed to shareholders as dividends.

THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN THE
"TRUSTEES AND OFFICERS" SECTION ON PAGE 121.

The following table sets forth information describing the compensation
of each Trustee and Member of the Advisory Board of each fund for his
or her services for the fiscal year ended in 1997, or calendar year
ended December 31, 1997, as applicable.

COMPENSATION TABLE

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Aggregate Compensation from
a J. Gary Burkhead(double dagger) Ralph F. Cox Phyllis Burke Davis Richard J. Flynn (double
FundA dagger)(double dagger)

TechnoQuant Growth**,B $ 0 $ 8 $ 8 $ 0

International Capital 0 20 20 0
AppreciationB,++

Overseas*,B,C 0 481 471 64

MidCap**,B 0 144 141 6

Equity Growth**,B,D,N 0 2,067 2,022 127

Growth Opportunities 0 7,159 7,008 860
**,B,E,N,O

Strategic Opportunities**,B 0 265 259 0

Large Cap**,B 0 24 24 1

Growth & Income**,B 0 23 23 0

Equity Income**,B,F,N 0 1,202 1,177 66

Balanced*,B,G,N 0 1,236 1,209 178

Emerging Markets Income***,B 0 49 48 0

High Yield*,B,H,N 0 1,013 991 123

Strategic Income***,B 0 67 66 0

Mortgage Securities*,B,I,P 0 204 199 82

Government Investment*,B,J 0 92 90 15

Intermediate Bond**,B,K 0 197 193 13

Short Fixed- Income*,B,L 0 166 161 25

Municipal Income*,B,M 0 200 195 30

Municipal Bond***,B 0 395 386 0

Intermediate Municipal 0 27 27 2
Income**,B

Short- Intermediate Municipal 0 11 11 1
Income**,B

TOTAL COMPENSATION FROM THE 0 214,500 210,000 0
FUND COMPLEX+,A

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Aggregate Compensation from a Robert M. Gates Edward C. Johnson 3d(double E. Bradley Jones Donald J. Kirk
FundA dagger)

TechnoQuant Growth**,B $ 5 $ 0 $ 8 $ 8

International Capital 17 0 20 20
AppreciationB,++

Overseas*,B,C 121 0 474 474

MidCap**,B 66 0 142 142

Equity Growth**,B,D,N 783 0 2,038 2,038

Growth Opportunities 5,170 0 7,060 7,060
**,B,E,N,O

Strategic Opportunities**,B 170 0 261 261

Large Cap**,B 11 0 24 24

Growth & Income**,B 16 0 23 23

Equity Income**,B,F,N 965 0 1,186 1,186

Balanced*,B,G,N 839 0 1,219 1,219

Emerging Markets Income***,B 33 0 49 49

High Yield*,B,H,N 729 0 998 998

Strategic Income***,B 45 0 66 66

Mortgage Securities*,B,I,P 98 0 200 200

Government Investment*,B,J 57 0 91 91

Intermediate Bond**,B,K 151 0 194 194

Short Fixed- Income*,B,L 109 0 164 164

Municipal Income*,B,M 131 0 197 197

Municipal Bond***,B 326 0 389 389

Intermediate Municipal 21 0 27 27
Income**,B

Short- Intermediate Municipal 8 0 11 11
Income**,B

TOTAL COMPENSATION FROM THE 176,000 0 211,500 211,500
FUND COMPLEX+,A

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
Aggregate Compensation from a Peter S. Lynch(double dagger) William O. McCoy (double Gerald C. McDonough
FundA dagger)(double
dagger)(double dagger)

TechnoQuant Growth**,B $ 0 $ 5 $ 10

International Capital 0 20 25
AppreciationB,++

Overseas*,B,C 0 260 575

MidCap**,B 0 94 175

Equity Growth**,B,D,N 0 1,110 2,506

Growth Opportunities 0 7,213 8,573
**,B,E,N,O

Strategic Opportunities**,B 0 227 326

Large Cap**,B 0 16 29

Growth & Income**,B 0 16 29

Equity Income**,B,F,N 0 1,237 1,460

Balanced*,B,G,N 0 1,232 1,470

Emerging Markets Income***,B 0 42 61

High Yield*,B,H,N 0 1,021 1,212

Strategic Income***,B 0 57 83

Mortgage Securities*,B,I,P 0 202 235

Government Investment*,B,J 0 90 105

Intermediate Bond**,B,K 0 202 239

Short Fixed- Income*,B,L 0 164 197

Municipal Income*,B,M 0 197 237

Municipal Bond***,B 0 404 486

Intermediate Municipal 0 28 33
Income**,B

Short- Intermediate Municipal 0 11 13
Income**,B

TOTAL COMPENSATION FROM THE 0 214,500 264,500
FUND COMPLEX+,A

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Aggregate Compensation from a Edward H. Malone (double Marvin L. Mann Robert C. Pozen Thomas R. Williams
FundA dagger)(double dagger)

TechnoQuant Growth**,B $ 0 $ 8 $ 0 $ 8

International Capital 0 20 0 20
AppreciationB,++

Overseas*,B,C 66 481 0 478

MidCap**,B 6 144 0 144

Equity Growth**,B,D,N 123 2,067 0 2,069

Growth Opportunities 929 7,159 0 7,115
**,B,E,N,O

Strategic Opportunities**,B 0 265 0 265

Large Cap**,B 1 24 0 24

Growth & Income**,B 0 23 0 23

Equity Income**,B,F,N 64 1,202 0 1,203

Balanced*,B,G,N 198 1,236 0 1,227

Emerging Markets Income***,B 0 49 0 49

High Yield*,B,H,N 132 1,013 0 1,006

Strategic Income***,B 0 67 0 67

Mortgage Securities*,B,I,P 68 204 0 204

Government Investment*,B,J 14 92 0 91

Intermediate Bond**,B,K 13 197 0 197

Short Fixed- Income*,B,L 28 166 0 165

Municipal Income*,B,M 34 200 0 198

Municipal Bond***,B 0 395 0 395

Intermediate Municipal 2 27 0 27
Income**,B

Short- Intermediate Municipal 1 11 0 11
Income**,B

TOTAL COMPENSATION FROM THE 0 214,500 0 214,500
FUND COMPLEX+,A

</TABLE>

* Fiscal year ended October 31.

** Fiscal year ended November 30.

*** Fiscal year ended December 31.

(double dagger) Interested trustees of each fund and Mr. Burkhead are
compensated by FMR.

(double dagger)(double dagger) Richard J. Flynn and Edward H. Malone
served on the Board of Trustees through December 31, 1996.

(double dagger)(double dagger)(double dagger) During the period from
May 1, 1996 through December 31, 1996, William O. McCoy served as a
Member of the Advisory Board for the funds. Mr. McCoy was appointed to
the Board of Trustees of Advisor Series II, III, IV, V, VI, Income
Fund, and Municipal Trust effective January 1, 1997. Mr. McCoy was
elected to the Board of Trustees of Advisor Series I, VII, and VIII on
July 16, 1997, September 17, 1997, and June 18, 1997, respectively.

+ Information is as of December 31, 1997 for 230 funds in the complex.

++ Figures presented are estimates for the fund's first fiscal year
end October 31, 1998.

A Compensation figures include cash, amounts required to be deferred,
and may include amounts deferred at the election of Trustees. For the
calendar year ended December 31, 1997, the Trustees accrued required
deferred compensation from the funds as follows: Ralph F. Cox,
$75,000, Phyllis Burke Davis, $75,000, Robert M. Gates, $62,500, E.
Bradley Jones, $75,000, Donald J. Kirk, $75,000, William O. McCoy,
$75,000, Gerald C. McDonough, $87,500, Marvin L. Mann, $75,000, and
Thomas R. Williams, $75,000. Certain of the non-interested Trustees
elected voluntarily to defer a portion of their compensation: Ralph F.
Cox, $53,699, Marvin L. Mann, $53,699, and Thomas R. Williams,
$62,462.

B Compensation figures include cash, and may include amounts required
to be deferred and amounts deferred at the election of Trustees.

C The following amounts are required to be deferred by each
non-interested Trustee, most of which is subject to vesting: Ralph F.
Cox, $12, Phyllis Burke Davis, $12, Robert M. Gates, $0, Richard J.
Flynn, $0, E. Bradley Jones, $12, Donald J. Kirk, $12, William O.
McCoy, $0, Gerald C. McDonough, $12, Edward H. Malone, $12, Marvin L.
Mann, $12, and Thomas R. Williams, $12.

D The following amounts are required to be deferred by each
non-interested Trustee, most of which is subject to vesting: Ralph F.
Cox, $925, Phyllis Burke Davis, $925, Robert M. Gates, $330, Richard
J. Flynn, $0, E. Bradley Jones, $925, Donald J. Kirk, $925, William O.
McCoy, $330, Gerald C. McDonough, $1,078, Edward H. Malone, $4, Marvin
L. Mann, $925, and Thomas R. Williams, $925.

E The following amounts are required to be deferred by each
non-interested Trustee, most of which is subject to vesting: Ralph F.
Cox, $3,130, Phyllis Burke Davis, $3,130, Richard J. Flynn, $0, Robert
M. Gates, $2,446, E. Bradley Jones, $3,130, Donald J. Kirk, $3,130,
William O. McCoy, $3,044, Gerald C. McDonough, $3,624, Edward H.
Malone, $165, Marvin L. Mann, $3,130, and Thomas R. Williams, $3,130.

F The following amounts are required to be deferred by each
non-interested Trustee, most of which is subject to vesting: Ralph F.
Cox, $541, Phyllis Burke Davis, $541, Richard J. Flynn, $0, Robert M.
Gates, $454, E. Bradley Jones, $541, Donald J. Kirk, $541, William O.
McCoy, $552, Gerald C. McDonough, $631, Edward H. Malone, $2, Marvin
L. Mann, $541, and Thomas R. Williams, $541.

G The following amounts are required to be deferred by each
non-interested Trustee, most of which is subject to vesting: Ralph F.
Cox, $535, Phyllis Burke Davis, $535, Richard J. Flynn, $0, Robert M.
Gates, $397, E. Bradley Jones, $535, Donald J. Kirk, $535, William O.
McCoy, $508, Gerald C. McDonough, $617, Edward H. Malone, $41, Marvin
L. Mann, $535, and Thomas R. Williams, $535.

H The following amounts are required to be deferred by each
non-interested Trustee, most of which is subject to vesting: Ralph F.
Cox, $442, Phyllis Burke Davis, $442, Richard J. Flynn, $0, Robert M.
Gates, $345, E. Bradley Jones, $442, Donald J. Kirk, $442, William O.
McCoy, $430, Gerald C. McDonough, $512, Edward H. Malone, $23, Marvin
L. Mann, $442, and Thomas R. Williams, $442.

I The following amounts are required to be deferred by each
non-interested Trustee, most of which is subject to vesting: Ralph F.
Cox, $6, Phyllis Burke Davis, $6, Richard J. Flynn, $0, Robert M.
Gates, $0, E. Bradley Jones, $6, Donald J. Kirk, $6, William O. McCoy,
$0, Gerald C. McDonough, $6, Edward H. Malone, $6, Marvin L. Mann, $6,
and Thomas R. Williams, $6.

J The following amounts are required to be deferred by each
non-interested Trustee, most of which is subject to vesting: Ralph F.
Cox, $4, Phyllis Burke Davis, $4, Richard J. Flynn, $0, Robert M.
Gates, $0, E. Bradley Jones, $4, Donald J. Kirk, $4, William O. McCoy,
$0, Gerald C. McDonough, $4, Edward H. Malone, $4, Marvin L. Mann, $4,
and Thomas R. Williams, $4.

K The following amounts are required to be deferred by each
non-interested Trustee, most of which is subject to vesting: Ralph F.
Cox, $1, Phyllis Burke Davis, $1, Richard J. Flynn, $0, Robert M.
Gates, $0, E. Bradley Jones, $1, Donald J. Kirk, $1, William O. McCoy,
$0, Gerald C. McDonough, $1, Edward H. Malone, $1, Marvin L. Mann, $1,
and Thomas R. Williams, $1.

L The following amounts are required to be deferred by each
non-interested Trustee, most of which is subject to vesting: Ralph F.
Cox, $6, Phyllis Burke Davis, $6, Richard J. Flynn, $0, Robert M.
Gates, $0, E. Bradley Jones, $6, Donald J. Kirk, $6, William O. McCoy,
$0, Gerald C. McDonough, $6, Edward H. Malone, $6, Marvin L. Mann, $6,
and Thomas R. Williams, $6.

M The following amounts are required to be deferred by each
non-interested Trustee, most of which is subject to vesting: Ralph F.
Cox, $7, Phyllis Burke Davis, $7, Richard J. Flynn, $0, Robert M.
Gates, $0, E. Bradley Jones, $7, Donald J. Kirk, $7, William O. McCoy,
$0, Gerald C. McDonough, $7, Edward H. Malone, $7, Marvin L. Mann, $7,
and Thomas R. Williams, $7.

N For the fiscal period ended in 1997, certain of the non-interested
trustees' aggregate compensation from certain funds includes accrued
voluntary deferred compensation as follows: Equity Growth (Cox, $870,
Malone, $119, Mann, $870, Williams, $767); Growth Opportunities (Cox,
$3,178, Malone, $764, Mann, $3,178, Williams, $2,464); Equity Income
(Cox, $502, Malone, $62, Mann, $502, Williams, $449); Balanced (Cox,
$557, Malone, $157, Mann, $557, Williams $410); and High Yield (Cox,
$450, Malone, $109, Mann, $450, Williams, $348).

O Aggregate compensation from Growth Opportunities for the one month
period ended November 30, 1997: J. Gary Burkhead, $0, Ralph F. Cox,
$697, Phyllis Burke Davis, $697, Richard J. Flynn, $0, Robert M.
Gates, $688, Edward C. Johnson 3d, $0, E. Bradley Jones, $697, Donald
J. Kirk, $697, Peter S. Lynch, $0, William O. McCoy, $688, Gerald C.
McDonough, $851, Edward H. Malone, $14, Marvin L. Mann, $697, Robert
C. Pozen, $0, and Thomas R. Williams, $697.

P Aggregate compensation from Mortgage Securities for the three month
period ended October 31, 1997: J. Gary Burkhead, $0, Ralph F. Cox,
$51, Phyllis Burke Davis, $51, Richard J. Flynn, $0, Robert M. Gates,
$51, Edward C. Johnson 3d, $0, E. Bradley Jones, $51, Donald J. Kirk,
$51, Peter S. Lynch, $0, William O. McCoy, $51, Gerald C. McDonough,
$63, Edward H. Malone, $0, Marvin L. Mann, $51, Robert C. Pozen, $0,
and Thomas R. Williams, $51.

THE FOLLOWING INFORMATION SUPPLEMENTS THE "MANAGEMENT CONTRACTS"
SECTION BEGINNING ON PAGE 127.

The following fee schedule is the current fee schedule for High Yield,
Mortgage Securities, Government Investment, Intermediate Bond and
Short Fixed-Income, and replaces the similar information for each fund
on pages 129 and 130.

<TABLE>
<CAPTION>
<S> <C> <C> <C>
GROUP FEE RATE SCHEDULE EFFECTIVE ANNUAL FEE RATES

Average Group Assets Annualized Rate Group Net Assets Effective Annual Fee Rate

0 - $3 billion .3700% $ 0.5 billion .3700%

3 - 6 .3400 25 .2664

6 - 9 .3100 50 .2188

9 - 12 .2800 75 .1986

12 - 15 .2500 100 .1869

15 - 18 .2200 125 .1793

18 - 21 .2000 150 .1736

21 - 24 .1900 175 .1690

24 - 30 .1800 200 .1652

30 - 36 .1750 225 .1618

36 - 42 .1700 250 .1587

42 - 48 .1650 275 .1560

48 - 66 .1600 300 .1536

66 - 84 .1550 325 .1514

84 - 120 .1500 350 .1494

120 - 156 .1450 375 .1476

156 - 192 .1400 400 .1459

192 - 228 .1350 425 .1443

228 - 264 .1300 450 .1427

264 - 300 .1275 475 .1413

300 - 336 .1250 500 .1399

336 - 372 .1225 525 .1385

372 - 408 .1200 550 .1372

408 - 444 .1175

444 - 480 .1150

480 - 516 .1125

Over 516 .1100

</TABLE>

This fee schedule was approved by the shareholders of High Yield,
Mortgage Securities, Government Investment, Intermediate Bond and
Short Fixed-Income.

THE FOLLOWING INFORMATION REPLACES THE FIRST AND SECOND PARAGRAPHS
FOUND UNDER "MANAGEMENT FEES" IN THE "MANAGEMENT CONTRACTS" SECTION ON
PAGE 128.

MANAGEMENT FEES. For the services of FMR under the management
contract, TechnoQuant Growth, International Capital Appreciation, Mid
Cap, Equity Growth, Large Cap, Growth & Income, Equity Income,
Balanced, Emerging Markets Income, High Yield, Strategic Income,
Mortgage Securities, Government Investment, Intermediate Bond, Short
Fixed-Income, Municipal Income, Municipal Bond, Intermediate Municipal
Income, and Short-Intermediate Municipal Income pays FMR a monthly
management fee which has two components: a group fee rate and an
individual fund fee rate.

THE FOLLOWING CHART REPLACES THE SIMILAR CHART FOUND IN THE
"MANAGEMENT CONTRACTS" SECTION ON PAGE 128.

<TABLE>
<CAPTION>
<S> <C> <C>
FUND DATE OF MANAGEMENT CONTRACT DATE OF SHAREHOLDER APPROVAL

TechnoQuant Growth 12/1/96 12/23/96*

International Capital 10/16/97 10/31/97*
Appreciation

Overseas 10/31/97 9/17/97

Mid Cap 1/18/96 1/18/96*

Equity Growth 8/1/97 7/16/97

Growth Opportunities 2/28/98 7/16/97

Strategic Opportunities 2/28/98 6/18/97

Large Cap 1/18/96 1/18/96*

Growth & Income 12/1/96 12/23/96*

Equity Income 12/1/98 11/18/98

Balanced 6/1/98 5/13/98

Emerging Markets Income 7/1/97 6/18/97

High Yield 6/1/98 5/13/98

Strategic Income 10/31/97 6/18/97

Mortgage Securities 8/1/98 7/15/98

Government Investment 6/1/98 5/13/98

Intermediate Bond 11/1/98 10/7/98

Short Fixed-Income 6/1/98 5/13/98

Municipal Income 12/1/94 11/16/94

Municipal Bond 1/1/94 12/15/93

Intermediate Municipal Income 7/1/95 6/14/95

Short-Intermediate Municipal 7/1/95 6/14/95
Income

</TABLE>

* Approved by FMR, then the sole shareholder of the fund.

THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN THE
"MANAGEMENT CONTRACTS" SECTION ON PAGE 132.

EQUITY FUNDS

The following fee schedule is the current fee schedule for all equity
funds.

<TABLE>
<CAPTION>
<S> <C> <C> <C>
GROUP FEE RATE SCHEDULE EFFECTIVE ANNUAL FEE RATES

Average Group Assets Annualized Group Net Assets Effective Annual
Rate Fee Rate

$ 0 - 3 billion .5200% $ 0.5 billion .5200%

3 - 6 .4900 25 .4238

6 - 9 .4600 50 .3823

9 - 12 .4300 75 .3626

12 - 15 .4000 100 .3512

15 - 18 .3850 125 .3430

18 - 21 .3700 150 .3371

21 - 24 .3600 175 .3325

24 - 30 .3500 200 .3284

30 - 36 .3450 225 .3249

36 - 42 .3400 250 .3219

42 - 48 .3350 275 .3190

48 - 66 .3250 300 .3163

66 - 84 .3200 325 .3137

84 - 102 .3150 350 .3113

102 - 138 .3100 375 .3090

138 - 174 .3050 400 .3067

174 - 210 .3000 425 .3046

210 - 246 .2950 450 .3024

246 - 282 .2900 475 .3003

282 - 318 .2850 500 .2982

318 - 354 .2800 525 .2962

354 - 390 .2750 550 .2924

390 - 426 .2700

426 - 462 .2650

462 - 498 .2600

498 - 534 .2550

Over 534 .2500
</TABLE>

This fee schedule has been approved by the shareholders of each equity
fund.

THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN THE
"MANAGEMENT CONTRACTS" SECTION ON PAGE 133.

The individual fund fee rates for each fund are set forth in the
following chart. Based on the average group net assets of the funds
advised by FMR for December 1997 the annual basic fee rate would be
calculated as follows:

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Group Fee Rate Individual Fund Fee Rate Basic Fee Rate

TechnoQuant Growth 0.2942% + 0.30% = 0.5942%

International Capital 0.2942% + 0.45% = 0.7442%
Appreciation*

Overseas 0.2942% + 0.45% = 0.7442%

Mid Cap 0.2942% + 0.30% = 0.5942%

Equity Growth 0.2942% + 0.30% = 0.5942%

Growth Opportunities 0.2942% + 0.30% = 0.5942%

Strategic Opportunities 0.2942% + 0.30% = 0.5942%

Large Cap 0.2942% + 0.30% = 0.5942%

Growth & Income 0.2942% + 0.20% = 0.4942%

Equity Income 0.2942% + 0.20% = 0.4942%

Balanced 0.2942% + 0.15% = 0.4442%

Emerging Markets Income 0.1372% + 0.55% = 0.6872%

High Yield 0.1372% + 0.45% = 0.5872%

Strategic Income 0.1372% + 0.45% = 0.5872%

Mortgage Securities 0.1372% + 0.30% = 0.4372%

Government Investment 0.1372% + 0.30% = 0.4372%

Intermediate Bond 0.1372% + 0.30% = 0.4372%

Short Fixed-Income 0.1372% + 0.30% = 0.4372%

Municipal Income 0.1372% + 0.25% = 0.3872%

Intermediate Municipal Income 0.1372% + 0.25% = 0.3872%

Short-Intermediate Municipal 0.1372% + 0.25% = 0.3872%
Income

</TABLE>

* Estimated

THE FOLLOWING INFORMATION REPLACES THE SECOND AND SIXTH PARAGRAPHS
FOUND UNDER THE HEADING "SUB-ADVISERS" IN THE "MANAGEMENT CONTRACTS"
SECTION BEGINNING ON PAGE 135.

SUB-ADVISERS. On behalf of TechnoQuant Growth, Mid Cap, Equity Growth,
Growth Opportunities, Strategic Opportunities, Large Cap, Growth &
Income, Equity Income, Balanced, High Yield, Mortgage Securities,
Intermediate Bond, and Short Fixed-Income, FMR may also grant FMR U.K.
and FMR Far East investment management authority as well as the
authority to buy and sell securities if FMR believes it would be
beneficial to the funds. On behalf of International Capital
Appreciation, Overseas, Emerging Markets Income, and Strategic Income,
FMR may also grant FMR U.K., FMR Far East, FIJ, FIIA and FIIA(U.K.)L
investment management authority to buy and sell securities if FMR
believes it would be beneficial to the funds.

On behalf of TechnoQuant Growth, International Capital Appreciation,
Overseas, Mid Cap, Equity Growth, Growth Opportunities, Strategic
Opportunities, Large Cap, Growth & Income, Equity Income, Balanced,
Emerging Markets Income, High Yield, Strategic Income, Mortgage
Securities, Intermediate Bond, and Short Fixed-Income, for providing
discretionary investment management and executing portfolio
transactions, the sub-advisers are compensated as follows:

THE FOLLOWING INFORMATION REPLACES THE SECOND, FOURTH, FIFTH, AND
SIXTH PARAGRAPHS FOUND UNDER THE HEADING "DISTRIBUTION AND SERVICE
PLANS" BEGINNING ON PAGE 137.

Pursuant to the Class A Plans, FDC is paid a distribution fee as a
percentage of Class A's average net assets at an annual rate of up to
0.75% for each of TechnoQuant Growth, International Capital
Appreciation, Overseas, Mid Cap, Equity Growth, Growth Opportunities,
Strategic Opportunities, Large Cap, Growth & Income, Equity Income,
and Balanced (the Equity Funds); and up to 0.40% for each of Emerging
Markets Income, High Yield, Strategic Income, Government Investment,
Mortgage Securities, and Municipal Income (the Bond Funds),
Intermediate Bond and Intermediate Municipal Income (the
Intermediate-Term Bond Funds), and Short-Intermediate Municipal Income
and Short Fixed-Income (the Short-Term Bond Funds). Pursuant to the
Class T Plans, FDC is paid a distribution fee as a percentage of Class
T's average net assets at an annual rate of up to 0.75% for each of
TechnoQuant Growth, International Capital Appreciation, Equity Growth,
Mid Cap, Large Cap, Growth & Income, and Equity Income; up to 0.65%
for each of Overseas, Growth Opportunities, Strategic Opportunities,
and Balanced; up to 0.40% for each of Emerging Markets Income, High
Yield, Strategic Income, Intermediate Bond, Mortgage Securities,
Government Investment, Municipal Income, Short-Intermediate Municipal
Income, and Intermediate Municipal Income; and up to 0.15% for Short
Fixed-Income. Pursuant to the Class B Plans, FDC is paid a
distribution fee as a percentage of Class B's average net assets at an
annual rate of up to 0.75% for each fund with Class B shares. Pursuant
to the Class C Plans, FDC is paid a distribution fee as a percentage
of Class C's average net assets at an annual rate of up to 0.75% for
each fund with Class C shares. For the purpose of calculating the
distribution fees, average net assets are determined at the close of
business on each day throughout the month.

Currently, up to the full amount of distribution fees paid by Class A
and Class T may be reallowed to investment professionals as
compensation for their services in connection with the distribution of
Class A or Class T shares, as applicable, and for providing support
services to Class A or Class T shareholders, as applicable, based upon
the level of services provided.

Currently, the full amount of distribution fees paid by Class B is
retained by FDC as compensation for its services and expenses in
connection with the distribution of Class B shares, and up to the full
amount of service fees paid by Class B may be reallowed to investment
professionals for providing personal service to and/or maintenance of
Class B shareholder accounts.

Currently and except as provided below, for the first year of
investment, the full amount of distribution fees paid by Class C is
retained by FDC as compensation for its services and expenses in
connection with the distribution of Class C shares, and the full
amount of service fees paid by Class C is retained by FDC for
providing personal service to and/or maintenance of Class C
shareholder accounts. Normally, after the first year of investment, up
to the full amount of distribution fees paid by Class C may be
reallowed to investment professionals as compensation for their
services in connection with the distribution of Class C shares, and up
to the full amount of service fees paid by Class C may be reallowed to
investment professionals for providing personal service to and/or
maintenance of Class C shareholder accounts. For purchases of Class C
shares made for an employee benefit plan, 403(b) program or plan
covering a sole-proprietor (formerly Keogh/H.R. 10 plan) or
through reinvested dividends or capital gain distributions, during the
first year of investment and thereafter, up to the full amount of
distribution fees and service fees paid by such Class C shares may be
reallowed to investment professionals as compensation for their
services in connection with the distribution of Class C shares and for
providing personal service to and/or maintenance of Class C
shareholder accounts.

THE FOLLOWING TABLES REPLACE THE TABLES SHOWING DISTRIBUTION FEES AND,
FOR CLASS B AND CLASS C, SERVICE FEES, PAID BY CLASS A, CLASS T, CLASS
B, AND CLASS C, RESPECTIVELY, FOUND ON PAGES 139-141 IN THE
"DISTRIBUTION AND SERVICE PLANS" SECTION.

The table below shows the distribution fees paid by Class A for the
fiscal years ended 1997.

CLASS A DISTRIBUTION FEES

<TABLE>
<CAPTION>
<S> <C> <C> <C>
1997

FUND FEES PAID TO FDC PAID BY FDC TO INVESTMENT RETAINED BY FDC****
PROFESSIONALS

TechnoQuant Growth $ 9,431 $ 9,265 $ 166

Overseas 6,465 6,238 227

Mid Cap 6,575 6,326 249

Equity Growth 36,449 36,286 163

Growth Opportunities 153,641++ 153,641++ 0++

Strategic Opportunities 2,516*** 2,255*** 261***

Large Cap 3,619 3,142 477

Growth & Income 6,421 6,256 165

Equity Income 32,093 32,089 4

Balanced 10,612 10,344 268

Emerging Markets Income 1,903 1,718 185

High Yield 29,386 29,364 22

Strategic Income 2,600 2,450 150

Mortgage Securities 600* 565* 35*

Mortgage Securities 530** 482** 48**

Government Investment 1,086 945 141

Intermediate Bond 3,177 3,056 121

Short Fixed-Income 4,666 4,666 0

Municipal Income 2,810 2,723 87

Intermediate Municipal Income 521 358 163

Short-Intermediate Municipal 523 372 151
Income

</TABLE>

+ For the fiscal period November 1, 1997 through November 30, 1997.

++ For the fiscal period November 1, 1996 through October 31, 1997.

* For the fiscal period August 1, 1997 through October 31, 1997.

** For the fiscal period March 3, 1997 through July 31, 1997.

*** For the fiscal period January 1, 1997 through November 30, 1997.

**** Amounts represent fees paid to FDC but not yet reallowed to
investment professionals as of the close of the period reported and
fees paid to FDC that are not eligible to be reallowed to investment
professionals. Amounts not eligible for reallowance are retained by
FDC for use in its capacity as distributor.

The table below shows the distribution fees paid by Class T for the
fiscal years ended 1997.

CLASS T DISTRIBUTION FEES

<TABLE>
<CAPTION>
<S> <C> <C> <C>
1997

FUND FEES PAID TO FDC PAID BY FDC TO INVESTMENT RETAINED BY FDC****
PROFESSIONALS

TechnoQuant Growth $ 59,373 $ 58,479 $ 894

Overseas 5,557,206 5,466,383 90,823

Mid Cap 1,333,963 1,224,468 109,495

Equity Growth 19,297,519 19,090,886 206,633

Growth Opportunities 8,369,900+ 8,200,499+ 169,401+

Growth Opportunities 86,243,939++ 85,413,638++ 830,301++

Strategic Opportunities 2,266,860*** 2,222,675*** 44,185***

Large Cap 179,058 176,655 2,403

Growth & Income 254,429 254,073 356

Equity Income 9,635,902 9,452,123 183,779

Balanced 14,548,840 14,388,949 159,891

Emerging Markets Income 230,572 207,314 23,258

High Yield 4,929,860 4,878,524 51,336

Strategic Income 276,410 273,944 2,466

Mortgage Securities 8,099* 3,787* 4,312*

Mortgage Securities 2,602** 1,400** 1,202**

Government Investment 427,659 414,018 13,641

Intermediate Bond 655,179 632,537 22,642

Short Fixed-Income 570,695 561,631 9,064

Municipal Income 1,062,341 1,051,649 10,692

Intermediate Municipal Income 127,082 124,865 2,217

Short-Intermediate Municipal 37,068 36,623 445
Income

</TABLE>

+ For the fiscal period November 1, 1997 through November 30, 1997.

++ For the fiscal period November 1, 1996 through October 31, 1997.

* For the fiscal period August 1, 1997 through October 31, 1997.

** For the fiscal period March 3, 1997 through July 31, 1997.

*** For the fiscal period January 1, 1997 through November 30, 1997.

The table below shows the distribution fees and the shareholder
service fees paid by Class B for the fiscal years ended 1997.

CLASS B DISTRIBUTION FEES AND SHAREHOLDER SERVICE FEES

<TABLE>
<CAPTION>
<S> <C> <C> <C>
1997

FUND DISTRIBUTION FEES PAID TO FDC RETAINED BY FDC***** SHAREHOLDER SERVICE FEES PAID
TO FDC

TechnoQuant Growth $ 44,157 $ 44,157 $ 14,718

Overseas 215,984 215,984 71,995

Mid Cap 325,966 325,966 108,656

Equity Growth 217,770 217,770 72,590

Growth Opportunities 247,111+ 247,111+ 82,370+

Growth Opportunities 844,796++ 844,796++ 281,598++

Strategic Opportunities 683,989*** 683,989*** 227,996***

Large Cap 120,477 120,477 40,162

Growth & Income 88,496 88,496 29,498

Equity Income 4,395,816 4,395,816 1,465,270

Balanced 47,252 47,252 15,751

Emerging Markets Income 144,517 144,517 55,579

High Yield 2,991,471 2,991,471 1,150,565

Strategic Income 295,764 295,764 113,756

Mortgage Securities 1,950* 1,950* 749*

Mortgage Securities 994** 994** 380**

Government Investment 112,488 112,488 43,269

Intermediate Bond 127,539 127,539 49,049

Municipal Income 259,150 259,150 99,673

Intermediate Municipal Income 48,596 48,596 18,691

</TABLE>

FUND PAID BY FDC TO INVESTMENT RETAINED BY FDC****
PROFESSIONALS

TechnoQuant Growth $ 14,625 $ 93

Overseas 71,995 0

Mid Cap 108,656 0

Equity Growth 72,590 0

Growth Opportunities 81,953+ 417+

Growth Opportunities 281,598++ 0++

Strategic Opportunities 227,107*** 889***

Large Cap 39,938 224

Growth & Income 29,498 0

Equity Income 1,461,265 4,005

Balanced 15,407 344

Emerging Markets Income 55,579 0

High Yield 1,150,565 0

Strategic Income 113,256 500

Mortgage Securities 689* 60*

Mortgage Securities 291** 89**

Government Investment 42,928 341

Intermediate Bond 48,705 344

Municipal Income 99,539 134

Intermediate Municipal Income 18,629 62

</TABLE>

+ For the fiscal period November 1, 1997 through November 30, 1997.

++ For the fiscal period November 1, 1996 through October 31, 1997.

* For the fiscal period August 1, 1997 through October 31, 1997.

** For the fiscal period March 3, 1997 through July 31, 1997.

*** For the fiscal period January 1, 1997 through November 30, 1997.

***** Amounts are retained by FDC for use in its capacity as
distributor.

The table below shows the distribution fees and the shareholder
service fees paid by Class C for the fiscal years ended 1997. (Class C
shares were not offered prior to November 3, 1997.)

CLASS C DISTRIBUTION FEES AND SHAREHOLDER SERVICE FEES

<TABLE>
<CAPTION>
<S> <C> <C> <C>
1997

FUND PAID BY FDC TO INVESTMENT RETAINED BY FDC*
DISTRIBUTION FEES PAID TO FDC PROFESSIONALS

TechnoQuant Growth $ 8 $ 0 $ 8

Mid Cap 84 0 84

Equity Growth 281 0 281

Growth Opportunities 1,701 0 1,701

Large Cap 12 0 12

Growth & Income 113 0 113

Equity Income 192 0 192

Emerging Markets Income 35 0 35

Strategic Income 354 0 354

Intermediate Bond 41 0 41

Intermediate Municipal Income 4 0 4

</TABLE>

FUND SHAREHOLDER SERVICE FEES PAID PAID BY FDC TO INVESTMENT RETAINED BY FDC*
TO FDC PROFESSIONALS

TechnoQuant Growth $ 2 $ 0 $ 2

Mid Cap 28 0 28

Equity Growth 94 0 94

Growth Opportunities 567 0 567

Large Cap 2 0 2

Growth & Income 38 0 38

Equity Income 64 0 64

Emerging Markets Income 12 0 12

Strategic Income 118 0 118

Intermediate Bond 14 0 14

Intermediate Municipal Income 2 0 2

</TABLE>

* Amounts are retained by FDC for use in its capacity as distributor.

THE FOLLOWING CHART REPLACES THE SIMILAR CHART FOUND IN THE
"DISTRIBUTION AND SERVICE PLANS" SECTION ON PAGE 143.

The Plans were approved by the shareholders of each class on the dates
shown in the table below:

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
DATE OF SHAREHOLDER APPROVAL

FUND CLASS A CLASS T CLASS B INSTITUTIONAL

TechnoQuant Growth 12/23/96 12/23/96 12/23/96 12/23/96

Overseas 08/30/96 09/17/97 06/30/95 06/30/95

Mid Cap 08/30/96 01/18/96 01/18/96 01/18/96

Equity Growth 08/30/96 07/16/97 * 09/26/86

Growth Opportunities 08/30/96 01/01/95 * 06/30/95

Strategic Opportunities 08/30/96 06/18/97 06/18/97 06/30/95

Large Cap 08/30/96 01/18/96 01/18/96 01/18/96

Growth & Income 12/23/96 12/23/96 12/23/96 12/23/96

Equity Income 08/30/96 11/18/98 11/18/98 07/23/86

Balanced 08/30/96 01/01/95 * 06/30/95

Emerging Markets Income 08/30/96 06/18/97 06/18/97 06/30/95

High Yield 08/30/96 01/01/95 01/01/95 06/30/95

Strategic Income 08/30/96 10/14/94 10/14/94 06/30/95

Government Investment 08/30/96 01/01/95 01/01/95 06/30/95

Intermediate Bond 08/30/96 01/01/95 01/01/95 11/26/86

Mortgage Securities * * * *

Short Fixed-Income 08/30/96 01/01/95 ** 06/30/95

Municipal Income 08/30/96 12/01/94 12/01/94 06/30/95

Intermediate Municipal Income 08/30/96 07/01/95 07/01/95 11/05/86

Short-Intermediate Municipal 08/30/96 07/01/95 ** 06/30/95
Income

</TABLE>

* Not applicable.

** Class B is not available for this fund.

THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN THE
"CONTRACTS WITH FMR AFFILIATES" SECTION ON PAGE 144.

FSC also collects small account fees from certain accounts with
balances of less than $2,500.

THE FOLLOWING INFORMATION REPLACES THE SEVENTH PARAGRAPH FOUND UNDER
"CONTRACTS WITH FMR AFFILIATES" ON PAGE 144.

Each of the taxable funds has entered into a service agent agreement
with FSC. Under the terms of the agreements, FSC calculates the NAV
and dividends for each class of each fund, maintains each fund's
portfolio and general accounting records, and administers each fund's
securities lending program.

THE FOLLOWING INFORMATION REPLACES THE FIRST PARAGRAPH UNDER THE
HEADING "SHAREHOLDER AND TRUSTEE LIABILITY" IN THE "DESCRIPTION OF THE
TRUSTS" SECTION ON PAGE 153.

SHAREHOLDER AND TRUSTEE LIABILITY. Each trust is an entity of the type
commonly known as a "Massachusetts business trust." Under
Massachusetts law, shareholders of such a trust may, under certain
circumstances, be held personally liable for the obligations of the
trust. Each Declaration of Trust (except for Fidelity Advisor Series
II, Fidelity Advisor Series IV and Fidelity Income Fund) provides that
the trust shall not have any claim against shareholders except for the
payment of the purchase price of shares and requires that each
agreement, obligation, or instrument entered into or executed by the
trust or its Trustees shall include a provision limiting the
obligations created thereby to the trust and its assets. Fidelity
Advisor Series II's, Fidelity Advisor Series IV's and Fidelity Income
Fund's Declaration of Trust provides that each trust shall not have
any claim against shareholders except for the payment of the purchase
price of shares and requires that each agreement, obligation, or
instrument entered into or executed by the trust or the Trustees shall
include a provision limiting the obligations created thereby to the
trust or to one or more funds and its or their assets. Each
Declaration of Trust provides for indemnification out of each fund's
property of any shareholder held personally liable for the obligations
of the fund. Each Declaration of Trust also provides that its funds
shall, upon request, assume the defense of any claim made against any
shareholder for any act or obligation of the fund and satisfy any
judgment thereon. Thus, the risk of a shareholder incurring financial
loss on account of shareholder liability is limited to circumstances
in which the fund itself would be unable to meet its obligations. FMR
believes that, in view of the above, the risk of personal liability to
shareholders is remote.

THE FOLLOWING INFORMATION REPLACES THE "VOTING RIGHTS" SECTION FOUND
UNDER "DESCRIPTION OF THE TRUSTS" ON PAGE 153.

VOTING RIGHTS. Each fund's capital consists of shares of beneficial
interest. As a shareholder, you receive one vote for each dollar value
of net asset value you own. The shares have no preemptive rights, and
Class A, Class T, Class C, Institutional Class, and Initial Class
shares have no conversion rights; the voting and dividend rights, the
conversion rights of Class B shares, the right of redemption, and the
privilege of exchange are described in the Prospectus. Shares are
fully paid and nonassessable, except as set forth under the heading
"Shareholder and Trustee Liability" above. Shareholders representing
10% or more of a trust, a fund, or class of a fund may, as set forth
in the Declaration of Trust, call meetings of a trust, fund or class,
as applicable, for any purpose related to the trust, fund, or class,
as the case may be, including, in the case of a meeting of an entire
trust, the purpose of voting on removal of one or more Trustees. Each
trust (except Fidelity Advisor Series II, Fidelity Advisor Series IV
and Fidelity Income Fund) or fund (except Balanced, Government
Investment, High Yield, Intermediate Bond, Mortgage Securities, Short
Fixed-Income, and Strategic Income) may be terminated upon the sale of
their assets to another open-end management investment company, or
upon liquidation and distribution of its assets, if approved by vote
of the holders of a majority of the trust or the fund, as determined
by the current value of each shareholder's investment in the funds or
trusts. Fidelity Advisor Series II, Fidelity Advisor Series IV and
Fidelity Income Fund or any of their respective funds may be
terminated upon sale of their assets to, or merger with, another
open-end management investment company or series thereof, or upon
liquidation and distribution of their assets. Generally, the merger of
a trust or a fund with another entity or the sale of substantially all
of the assets of a trust or a fund to another entity requires the vote
of a majority of the outstanding shares of a trust or a fund, as
determined by the current value of each shareholder's investment in
the fund or trust. The Trustees of Fidelity Advisor Series II,
Fidelity Advisor Series IV and Fidelity Income Fund may, however,
reorganize or terminate each trust or any fund without prior
shareholder approval. If not so terminated, each trust and fund will
continue indefinitely. Each fund (except Municipal Bond) may invest
all of their assets in another investment company.