FIDELITY ADVISOR SERIES VIII, N-30D, 1997-12-30

FIDELITY ADVISOR SERIES VIII
N-30D, 1997-12-30

Previous: WITTER WILLIAM D INC /ADV, SC 13G/A, 1997-12-30

Next: COMTEC INTERNATIONAL INC, 8-K, 1997-12-30

(2_FIDELITY_LOGOS)FIDELITY ADVISOR

(REGISTERED TRADEMARK)
OVERSEAS
FUND - CLASS A, CLASS T AND CLASS B
ANNUAL REPORT
OCTOBER 31, 1997
CONTENTS

PRESIDENT'S MESSAGE 3 NED JOHNSON ON INVESTING STRATEGIES.

PERFORMANCE 4 HOW THE FUND HAS DONE OVER TIME.

FUND TALK 10 THE MANAGER'S REVIEW OF FUND
PERFORMANCE, STRATEGY AND OUTLOOK.

INVESTMENT CHANGES 13 A SUMMARY OF MAJOR SHIFTS IN THE FUND'S
INVESTMENTS OVER THE PAST SIX MONTHS.

INVESTMENTS 14 A COMPLETE LIST OF THE FUND'S INVESTMENTS
WITH THEIR MARKET VALUES.

FINANCIAL STATEMENTS 28 STATEMENTS OF ASSETS AND LIABILITIES,
OPERATIONS, AND CHANGES IN NET ASSETS,
AS WELL AS FINANCIAL HIGHLIGHTS.

NOTES 36 NOTES TO THE FINANCIAL STATEMENTS.

REPORT OF INDEPENDENT 45 THE AUDITORS' OPINION.
ACCOUNTANTS

DISTRIBUTIONS 46

PROXY VOTING RESULTS 47

THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE
SUBMITTED FOR THE GENERAL INFORMATION
OF THE SHAREHOLDERS OF THE FUND. THIS REPORT IS NOT AUTHORIZED FOR
DISTRIBUTION TO PROSPECTIVE INVESTORS
IN THE FUND UNLESS PRECEDED OR ACCOMPANIED BY AN EFFECTIVE PROSPECTUS.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
BY, ANY DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY THE FDIC,
FEDERAL RESERVE BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT TO
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT
INVESTED.
NEITHER THE FUND NOR FIDELITY DISTRIBUTORS CORPORATION IS A BANK.
FOR MORE INFORMATION ON ANY FIDELITY ADVISOR FUND, INCLUDING CHARGES
AND EXPENSES, CONTACT YOUR
INVESTMENT PROFESSIONAL FOR A FREE PROSPECTUS. READ IT CAREFULLY
BEFORE YOU INVEST OR SEND MONEY.
PRESIDENT'S MESSAGE

(photo_of_Edward_C_Johnson_3d)
DEAR SHAREHOLDER:
Although financial turmoil in Pacific Basin countries was a catalyst
for significant volatility in U.S. markets in late October, the
Standard & Poor's 500 Index remained up more than 25% year-to-date,
twice its historical annual average. Meanwhile, bond markets -
primarily influenced by a relatively steady flow of positive news on
the inflation front - continued to post moderate returns through the
first 10 months of 1997.
While it's impossible to predict the future direction of the markets
with any degree of certainty, there are certain basic principles that
can help investors plan for their future needs.
First, investors are encouraged to take a long-term view of their
portfolios. If you can afford to leave your money invested through the
inevitable up and down cycles of the financial markets, you will
greatly reduce your vulnerability to any single decline. We know from
experience, for example, that stock prices have gone up over longer
periods of time, have significantly outperformed other types of
investments and have stayed ahead of inflation.
Second, you can further manage your investing risk through
diversification. A stock mutual fund, for instance, is already
diversified, because it invests in many different companies. You can
increase your diversification further by investing in a number of
different stock funds, or in such other investment categories as
bonds. If you have a short investment time horizon, you might want to
consider moving some of your investment into a money market fund,
which seeks income and a stable share price by investing in
high-quality, short-term investments. Of course, it's important to
remember that there is no assurance that a money market fund will
achieve its goal of maintaining a stable net asset value of $1.00 per
share, and that these types of funds are neither insured nor
guaranteed by any agency of the U.S. government.
Finally, no matter what your time horizon or portfolio diversity, it
makes good sense to follow a regular investment plan, investing a
certain amount of money in a fund at the same time each month or
quarter and periodically reviewing your overall portfolio. By doing
so, you won't get caught up in the excitement of a rapidly rising
market, nor will you buy all your shares at market highs. While this
strategy - known as dollar cost averaging - won't assure a profit or
protect you from a loss in a declining market, it should help you
lower the average cost of your purchases.
Remember to contact your investment professional if you need help with
your investments.
Best regards,
Edward C. Johnson 3d
FIDELITY ADVISOR OVERSEAS FUND - CLASS A
PERFORMANCE: THE BOTTOM LINE

There are several ways to evaluate historical performance. You can
look at the total percentage change in value, the average annual
percentage change or the growth of a hypothetical $10,000 investment.
Total return reflects the change in the value of an investment,
assuming reinvestment of the class' dividend income and capital gains
(the profits earned upon the sale of securities that have grown in
value). The initial offering of Class A shares took place on September
3, 1996. Class A shares bear a 0.25% 12b-1 fee. Returns prior to
September 3, 1996 are those of Class T, the original class of the
fund, and reflect Class T's 0.50% 12b-1 fee (0.65% prior to January 1,
1996). Effective August 1, 1997, the maximum 5.25% sales charge on
Class A shares was increased to 5.75%. If Fidelity had not reimbursed
certain class expenses, the total returns would have been lower.
CUMULATIVE TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1997 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

ADVISOR OVERSEAS - CLASS A 16.95% 102.57% 87.99%

ADVISOR OVERSEAS - CLASS A 10.23% 90.92% 77.18%
(INCL. MAX. 5.75% SALES CHARGE)

MSCI EAFE INDEX 4.82% 74.59% 60.87%

INTERNATIONAL FUNDS AVERAGE 10.39% 82.99% N/A

CUMULATIVE TOTAL RETURNS show Class A's performance in percentage
terms over a set period - in this case, one year, five years or since
the fund started on April 23, 1990. For example, if you had invested
$1,000 in a fund that had a 5% return over the past year, the value of
your investment would be $1,050. You can compare Class A's returns to
the performance of the Morgan Stanley Capital International Europe,
Australasia, Far East Index (MSCI EAFE Index) - a market
capitalization weighted, unmanaged index of over 1,000 foreign stocks.
To measure how Class A's performance stacked up against its peers, you
can compare it to the international funds average, which reflects the
performance of mutual funds with similar objectives tracked by Lipper
Analytical Services, Inc. The past one year average represents a peer
group of 406 mutual funds. These benchmarks include reinvested
dividends and capital gains, if any, and exclude the effect of sales
charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1997 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

ADVISOR OVERSEAS - CLASS A 16.95% 15.16% 8.75%

ADVISOR OVERSEAS - CLASS A 10.23% 13.81% 7.89%
(INCL. MAX. 5.75% SALES CHARGE)

MSCI EAFE INDEX 4.82% 11.79% 6.52%

INTERNATIONAL FUNDS AVERAGE 10.39% 12.67% N/A

AVERAGE ANNUAL TOTAL RETURNS take Class A shares' cumulative return
and show you what would have happened if Class A shares had performed
at a constant rate each year.
$10,000 OVER LIFE OF FUND
IMAHDR PRASUN SHR__CHT 19971031 19971112 105020 S00000000000001
FA Overseas -CL A MS EAFE Index (Net)
00252 MS001
1990/04/23 9425.00 10000.00
1990/04/30 9321.33 9758.32
1990/05/31 9726.60 10871.75
1990/06/30 10216.70 10776.00
1990/07/31 10819.90 10927.78
1990/08/31 9528.68 9866.60
1990/09/30 8718.13 8491.55
1990/10/31 9000.88 9814.69
1990/11/30 9010.30 9235.74
1990/12/31 8922.92 9385.36
1991/01/31 9141.47 9688.93
1991/02/28 9550.08 10727.57
1991/03/31 9017.94 10083.57
1991/04/30 9008.44 10182.59
1991/05/31 9017.94 10288.84
1991/06/30 8343.26 9532.81
1991/07/31 8818.39 10001.17
1991/08/31 8951.42 9798.07
1991/09/30 9417.05 10350.28
1991/10/31 9293.52 10497.00
1991/11/30 9055.95 10006.96
1991/12/31 9527.78 10523.75
1992/01/31 9556.71 10298.96
1992/02/29 9778.51 9930.34
1992/03/31 9479.56 9274.77
1992/04/30 9971.38 9318.86
1992/05/31 10376.41 9942.63
1992/06/30 10212.47 9471.02
1992/07/31 9817.08 9228.63
1992/08/31 9547.06 9807.46
1992/09/30 9402.41 9613.79
1992/10/31 8746.65 9109.50
1992/11/30 8630.93 9195.22
1992/12/31 9067.23 9242.78
1993/01/31 9525.46 9241.65
1993/02/28 9730.21 9520.81
1993/03/31 10324.94 10350.70
1993/04/30 11124.41 11333.00
1993/05/31 11416.91 11572.36
1993/06/30 11104.92 11391.80
1993/07/31 11650.90 11790.57
1993/08/31 12421.13 12427.06
1993/09/30 12294.38 12147.34
1993/10/31 12606.37 12521.69
1993/11/30 12118.88 11427.16
1993/12/31 12860.60 12252.29
1994/01/31 13710.16 13288.16
1994/02/28 13524.62 13251.36
1994/03/31 13182.85 12680.60
1994/04/30 13749.22 13218.63
1994/05/31 13495.33 13142.74
1994/06/30 13387.91 13328.47
1994/07/31 13729.69 13456.65
1994/08/31 13856.64 13775.24
1994/09/30 13426.97 13341.38
1994/10/31 13729.69 13785.64
1994/11/30 13192.61 13123.10
1994/12/31 13115.01 13205.28
1995/01/31 12573.88 12697.99
1995/02/28 12603.39 12661.55
1995/03/31 12996.94 13451.26
1995/04/30 13380.65 13957.15
1995/05/31 13528.23 13790.77
1995/06/30 13626.62 13548.93
1995/07/31 14216.94 14392.43
1995/08/31 13803.72 13843.41
1995/09/30 13970.98 14113.77
1995/10/31 13695.49 13734.39
1995/11/30 13823.39 14116.54
1995/12/31 14248.20 14685.30
1996/01/31 14505.82 14745.58
1996/02/29 14535.54 14795.43
1996/03/31 14743.62 15109.63
1996/04/30 15130.04 15548.91
1996/05/31 15130.04 15262.79
1996/06/30 15239.03 15348.69
1996/07/31 14793.16 14900.09
1996/08/31 14892.24 14932.73
1996/09/30 15308.39 15329.43
1996/10/31 15149.86 15172.57
1996/11/30 15932.62 15776.26
1996/12/31 16008.37 15573.32
1997/01/31 16008.37 15031.36
1997/02/28 16365.04 15280.88
1997/03/31 16501.42 15338.95
1997/04/30 16627.30 15423.32
1997/05/31 17665.85 16430.00
1997/06/30 18589.01 17338.57
1997/07/31 19218.43 17621.54
1997/08/31 17770.76 16307.86
1997/09/30 19082.06 17223.87
1997/10/31 17728.79 15904.35
IMATRL PRASUN SHR__CHT 19971031 19971112 105023 R00000000000094
$10,000 OVER LIFE OF FUND: Let's say hypothetically that $10,000 was
invested in Fidelity Advisor Overseas Fund - Class A on April 23,
1990, when the fund started, and the current maximum 5.75% sales
charge was paid. As the chart shows, by October 31, 1997, the value of
the investment would have grown to $17,718 - a 77.18% increase on the
initial investment. For comparison, look at how the MSCI EAFE Index
did over the same period. With dividends reinvested, the same $10,000
would have grown to $16,087 - a 60.87% increase.
UNDERSTANDING
PERFORMANCE
Many markets around the globe
offer the potential for significant
growth over time; however,
investing in foreign markets
means assuming greater risks
than investing in the United
States. Factors like changes in
a country's financial markets,
its local political and economic
climate, and the fluctuating value
of its currency create these risks.
For these reasons an
international fund's performance
may be more volatile than a
fund that invests exclusively in
the United States. Past
performance is no guarantee of
future results and you may have
a gain or loss when you sell
your shares.
(checkmark)
FIDELITY ADVISOR OVERSEAS FUND - CLASS T
PERFORMANCE: THE BOTTOM LINE

ADVISOR OVERSEAS - CLASS T 17.07% 102.91% 88.30%

ADVISOR OVERSEAS - CLASS T 12.97% 95.80% 81.71%
(INCL. MAX. 3.50% SALES CHARGE)

MSCI EAFE INDEX 4.82% 74.59% 60.87%

INTERNATIONAL FUNDS AVERAGE 10.39% 82.99% N/A

CUMULATIVE TOTAL RETURNS show Class T's performance in percentage
terms over a set period - in this case, one year, five years or since
the fund started on April 23, 1990. For example, if you had invested
$1,000 in a fund that had a 5% return over the past year, the value of
your investment would be $1,050. You can compare Class T's returns to
the performance of the Morgan Stanley Capital International Europe,
Australasia, Far East Index (MSCI EAFE Index) - a market
capitalization weighted, unmanaged index of over 1,000 foreign stocks.
To measure how Class T's performance stacked up against its peers, you
can compare it to the international funds average, which reflects the
performance of mutual funds with similar objectives tracked by Lipper
Analytical Services, Inc. The past one year average represents a peer
group of 406 mutual funds. These benchmarks include reinvested
dividends and capital gains, if any, and exclude the effect of sales
charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1997 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

ADVISOR OVERSEAS - CLASS T 17.07% 15.20% 8.77%

ADVISOR OVERSEAS - CLASS T 12.97% 14.38% 8.26%
(INCL. MAX. 3.50% SALES CHARGE)

MSCI EAFE INDEX 4.82% 11.79% 6.52%

INTERNATIONAL FUNDS AVERAGE 10.39% 12.67% N/A

AVERAGE ANNUAL TOTAL RETURNS take Class T shares' cumulative return
and show you what would have happened if Class T shares had performed
at a constant rate each year.
$10,000 OVER LIFE OF FUND
IMAHDR PRASUN SHR__CHT 19971031 19971112 105118 S00000000000001
FA Overseas -CL T MS EAFE Index (Net)
00175 MS001
1990/04/23 9650.00 10000.00
1990/04/30 9543.85 9758.32
1990/05/31 9958.80 10871.75
1990/06/30 10460.60 10776.00
1990/07/31 11078.20 10927.78
1990/08/31 9756.15 9866.60
1990/09/30 8926.25 8491.55
1990/10/31 9215.75 9814.69
1990/11/30 9225.40 9235.74
1990/12/31 9135.93 9385.36
1991/01/31 9359.71 9688.93
1991/02/28 9778.07 10727.57
1991/03/31 9233.22 10083.57
1991/04/30 9223.49 10182.59
1991/05/31 9233.22 10288.84
1991/06/30 8542.43 9532.81
1991/07/31 9028.91 10001.17
1991/08/31 9165.12 9798.07
1991/09/30 9641.86 10350.28
1991/10/31 9515.38 10497.00
1991/11/30 9272.14 10006.96
1991/12/31 9755.23 10523.75
1992/01/31 9784.85 10298.96
1992/02/29 10011.95 9930.34
1992/03/31 9705.86 9274.77
1992/04/30 10209.42 9318.86
1992/05/31 10624.12 9942.63
1992/06/30 10456.27 9471.02
1992/07/31 10051.44 9228.63
1992/08/31 9774.98 9807.46
1992/09/30 9626.87 9613.79
1992/10/31 8955.46 9109.50
1992/11/30 8836.98 9195.22
1992/12/31 9283.69 9242.78
1993/01/31 9752.86 9241.65
1993/02/28 9962.49 9520.81
1993/03/31 10571.42 10350.70
1993/04/30 11389.98 11333.00
1993/05/31 11689.46 11572.36
1993/06/30 11370.02 11391.80
1993/07/31 11929.04 11790.57
1993/08/31 12717.65 12427.06
1993/09/30 12587.88 12147.34
1993/10/31 12907.32 12521.69
1993/11/30 12408.19 11427.16
1993/12/31 13167.62 12252.29
1994/01/31 14037.46 13288.16
1994/02/28 13847.49 13251.36
1994/03/31 13497.56 12680.60
1994/04/30 14077.45 13218.63
1994/05/31 13817.50 13142.74
1994/06/30 13707.52 13328.47
1994/07/31 14057.46 13456.65
1994/08/31 14187.43 13775.24
1994/09/30 13747.51 13341.38
1994/10/31 14057.46 13785.64
1994/11/30 13507.56 13123.10
1994/12/31 13428.10 13205.28
1995/01/31 12874.05 12697.99
1995/02/28 12904.27 12661.55
1995/03/31 13307.21 13451.26
1995/04/30 13700.08 13957.15
1995/05/31 13851.19 13790.77
1995/06/30 13951.92 13548.93
1995/07/31 14556.34 14392.43
1995/08/31 14133.25 13843.41
1995/09/30 14304.50 14113.77
1995/10/31 14022.44 13734.39
1995/11/30 14153.40 14116.54
1995/12/31 14588.34 14685.30
1996/01/31 14852.11 14745.58
1996/02/29 14882.54 14795.43
1996/03/31 15095.59 15109.63
1996/04/30 15491.24 15548.91
1996/05/31 15491.24 15262.79
1996/06/30 15602.83 15348.69
1996/07/31 15146.31 14900.09
1996/08/31 15247.76 14932.73
1996/09/30 15683.99 15329.43
1996/10/31 15521.67 15172.57
1996/11/30 16323.12 15776.26
1996/12/31 16398.87 15573.32
1997/01/31 16398.87 15031.36
1997/02/28 16772.54 15280.88
1997/03/31 16911.33 15338.95
1997/04/30 17039.45 15423.32
1997/05/31 18107.08 16430.00
1997/06/30 19057.28 17338.57
1997/07/31 19708.54 17621.54
1997/08/31 18224.52 16307.86
1997/09/30 19559.07 17223.87
1997/10/31 18171.14 15904.35
IMATRL PRASUN SHR__CHT 19971031 19971112 105121 R00000000000094
$10,000 OVER LIFE OF FUND: Let's say hypothetically that $10,000 was
invested in Fidelity Advisor Overseas Fund - Class T on April 23,
1990, when the fund started, and the current maximum 3.50% sales
charge was paid. As the chart shows, by October 31, 1997, the value of
the investment would have grown to $18,171 - a 81.71% increase on the
initial investment. For comparison, look at how the MSCI EAFE Index
did over the same period. With dividends reinvested, the same $10,000
investment would have grown to $16,087 - a 60.87% increase.
UNDERSTANDING
PERFORMANCE
Many markets around the globe
offer the potential for significant
growth over time; however,
investing in foreign markets
means assuming greater risks
than investing in the United
States. Factors like changes in
a country's financial markets,
its local political and economic
climate, and the fluctuating value
of its currency create these risks.
For these reasons an
international fund's performance
may be more volatile than a
fund that invests exclusively in
the United States. Past
performance is no guarantee of
future results and you may have
a gain or loss when you sell
your shares.
(checkmark)
FIDELITY ADVISOR OVERSEAS FUND - CLASS B
PERFORMANCE: THE BOTTOM LINE

There are several ways to evaluate historical performance. You can
look at the total percentage change in value, the average annual
percentage change or the growth of a hypothetical $10,000 investment.
Total return reflects the change in the value of an investment,
assuming reinvestment of the class' dividend income and capital gains
(the profits earned upon the sale of securities that have grown in
value). The initial offering of Class B shares took place on July 3,
1995. Class B shares bear a 1.00% 12b-1/shareholder service fee.
Returns prior to July 3, 1995 are those of Class T, the original class
of the fund, and reflect Class T's prior 0.65% 12b-1 fee. Had Class
B's 12b-1 fee been reflected, returns prior to July 3, 1995 would have
been lower. Class B's contingent deferred sales charges included in
the past one year, past five years and life of fund total return
figures are 5%, 2% and 0%, respectively. If Fidelity had not
reimbursed certain class expenses, the past five year and life of fund
total returns would have been lower.
CUMULATIVE TOTAL RETURNS
<TABLE>
<CAPTION>
<S> <C> <C> <C>

PERIODS ENDED OCTOBER 31, 1997 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

ADVISOR OVERSEAS - CLASS B 16.41% 100.02% 85.62%

ADVISOR OVERSEAS - CLASS B 11.41% 98.02% 85.62%
(INCL. CONTINGENT DEFERRED SALES CHARGE)

MSCI EAFE INDEX 4.82% 74.59% 60.87%

INTERNATIONAL FUNDS AVERAGE 10.39% 82.99% N/A
</TABLE>

CUMULATIVE TOTAL RETURNS show Class B's performance in percentage
terms over a set period - in this case, one year, five years or since
the fund started on April 23, 1990. For example, if you had invested
$1,000 in a fund that had a 5% return over the past year, the value of
your investment would be $1,050. You can compare Class B's returns to
the performance of the Morgan Stanley Capital International Europe,
Australasia, Far East Index (MSCI EAFE Index) - a market
capitalization weighted, unmanaged index of over 1,000 foreign stocks.
To measure how Class B's performance stacked up against its peers, you
can compare it to the international funds average, which reflects the
performance of mutual funds with similar objectives tracked by Lipper
Analytical Services, Inc. The past one year average represents a peer
group of 406 mutual funds. These benchmarks include reinvested
dividends and capital gains, if any, and exclude the effect of sales
charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1997 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

ADVISOR OVERSEAS - CLASS B 16.41% 14.87% 8.56%

ADVISOR OVERSEAS - CLASS B 11.41% 14.64% 8.56%
(INCL. CONTINGENT DEFERRED SALES CHARGE)

MSCI EAFE INDEX 4.82% 11.79% 6.52%

INTERNATIONAL FUNDS AVERAGE 10.39% 12.67% N/A

AVERAGE ANNUAL TOTAL RETURNS take Class B shares' cumulative return
and show you what would have happened if Class B shares had performed
at a constant rate each year.
$10,000 OVER LIFE OF FUND
IMAHDR PRASUN SHR__CHT 19971031 19971112 105104 S00000000000001
FA Overseas -CL B MS EAFE Index (Net)
00654 MS001
1990/04/23 10000.00 10000.00
1990/04/30 9890.00 9758.32
1990/05/31 10320.00 10871.75
1990/06/30 10840.00 10776.00
1990/07/31 11480.00 10927.78
1990/08/31 10110.00 9866.60
1990/09/30 9250.00 8491.55
1990/10/31 9550.00 9814.69
1990/11/30 9560.00 9235.74
1990/12/31 9467.28 9385.36
1991/01/31 9699.18 9688.93
1991/02/28 10132.72 10727.57
1991/03/31 9568.11 10083.57
1991/04/30 9558.02 10182.59
1991/05/31 9568.11 10288.84
1991/06/30 8852.26 9532.81
1991/07/31 9356.38 10001.17
1991/08/31 9497.53 9798.07
1991/09/30 9991.56 10350.28
1991/10/31 9860.49 10497.00
1991/11/30 9608.44 10006.96
1991/12/31 10109.05 10523.75
1992/01/31 10139.74 10298.96
1992/02/29 10375.08 9930.34
1992/03/31 10057.89 9274.77
1992/04/30 10579.71 9318.86
1992/05/31 11009.45 9942.63
1992/06/30 10835.51 9471.02
1992/07/31 10416.00 9228.63
1992/08/31 10129.51 9807.46
1992/09/30 9976.03 9613.79
1992/10/31 9280.27 9109.50
1992/11/30 9157.49 9195.22
1992/12/31 9620.40 9242.78
1993/01/31 10106.59 9241.65
1993/02/28 10323.83 9520.81
1993/03/31 10954.84 10350.70
1993/04/30 11803.09 11333.00
1993/05/31 12113.43 11572.36
1993/06/30 11782.40 11391.80
1993/07/31 12361.70 11790.57
1993/08/31 13178.91 12427.06
1993/09/30 13044.43 12147.34
1993/10/31 13375.46 12521.69
1993/11/30 12858.23 11427.16
1993/12/31 13645.20 12252.29
1994/01/31 14546.59 13288.16
1994/02/28 14349.73 13251.36
1994/03/31 13987.11 12680.60
1994/04/30 14588.03 13218.63
1994/05/31 14318.65 13142.74
1994/06/30 14204.68 13328.47
1994/07/31 14567.31 13456.65
1994/08/31 14702.00 13775.24
1994/09/30 14246.13 13341.38
1994/10/31 14567.31 13785.64
1994/11/30 13997.47 13123.10
1994/12/31 13915.13 13205.28
1995/01/31 13340.98 12697.99
1995/02/28 13372.30 12661.55
1995/03/31 13789.86 13451.26
1995/04/30 14196.98 13957.15
1995/05/31 14353.56 13790.77
1995/06/30 14457.95 13548.93
1995/07/31 15084.29 14392.43
1995/08/31 14645.85 13843.41
1995/09/30 14823.32 14113.77
1995/10/31 14531.03 13734.39
1995/11/30 14666.73 14116.54
1995/12/31 15108.74 14685.30
1996/01/31 15373.43 14745.58
1996/02/29 15384.02 14795.43
1996/03/31 15585.19 15109.63
1996/04/30 15987.52 15548.91
1996/05/31 15966.35 15262.79
1996/06/30 16072.23 15348.69
1996/07/31 15595.78 14900.09
1996/08/31 15691.07 14932.73
1996/09/30 16125.16 15329.43
1996/10/31 15945.17 15172.57
1996/11/30 16771.02 15776.26
1996/12/31 16838.38 15573.32
1997/01/31 16838.38 15031.36
1997/02/28 17205.39 15280.88
1997/03/31 17338.86 15338.95
1997/04/30 17461.20 15423.32
1997/05/31 18540.01 16430.00
1997/06/30 19507.60 17338.57
1997/07/31 20163.79 17621.54
1997/08/31 18628.98 16307.86
1997/09/30 19985.84 17223.87
1997/10/31 18562.25 15904.35
IMATRL PRASUN SHR__CHT 19971031 19971112 105107 R00000000000094
$10,000 OVER LIFE OF FUND: Let's say hypothetically that $10,000 was
invested in Fidelity Advisor Overseas Fund - Class B on April 23,
1990, when the fund started. As the chart shows, by October 31, 1997,
the value of the investment would have been $18,562 - a 85.62%
increase on the initial investment. For comparison, look at how the
MSCI EAFE Index did over the same period. With dividends reinvested,
the same $10,000 investment would have grown to $16,087 - a 60.87%
increase.
UNDERSTANDING
PERFORMANCE
Many markets around the globe
offer the potential for significant
growth over time; however,
investing in foreign markets
means assuming greater risks
than investing in the United
States. Factors like changes in
a country's financial markets,
its local political and economic
climate, and the fluctuating value
of its currency create these risks.
For these reasons an
international fund's performance
may be more volatile than a
fund that invests exclusively in
the United States. Past
performance is no guarantee of
future results and you may have
a gain or loss when you sell
your shares.
(checkmark)
FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP
The 12-month period that ended
October 31, 1997, displayed the
marked diversity of the world's
various financial markets. A
beneficial economic environment
of low interest rates, low bond
yields and scant inflation led to
strong returns for most European
countries. Corporate restructurings
also played a key role, as
companies continued to implement
internal programs designed mainly
to cut costs and improve share
prices. Good European performers
included Finland, Spain, Italy and
Ireland. In contrast, Japan's
economy continued to struggle, as
corporate bankruptcies and
deregulation in key industries
halted forward momentum. For the
period, the Morgan Stanley Capital
International EAFE Index - which
measures stock performance in
Europe, Australasia and the Far
East - returned 4.82%. The
performance of emerging-market
countries was mixed. In Latin
America, for instance, revitalized
economies, favorable interest rates
and a relatively stable political
climate translated into positive
returns. Among the countries
leading the charge were Mexico
and Argentina, as well as Brazil -
which performed well through
most of the period but declined on
currency speculation in the
summer. For sheer drama,
however, no region could match
the crisis that enveloped Southeast
Asia toward the end of the period.
Real estate overbuilding and
currency problems plagued many
Southeast Asian countries, namely
Thailand, Malaysia and the
Philippines, and currency
devaluations became
commonplace. The tremors from
Southeast Asia's problems were felt
in markets from Hong Kong to New
York.
An interview with Richard Mace, Portfolio Manager of Fidelity Advisor
Overseas Fund
Q. HOW DID THE FUND PERFORM, RICK?
A. Quite well. For the 12 months that ended October 31, 1997, the
fund's Class A, Class T and Class B shares generated returns of
16.95%, 17.07% and 16.41%, respectively. For the same period, the
Morgan Stanley Capital International Europe, Australasia, Far East
(EAFE) Index returned 4.82%. The international funds average, as
tracked by Lipper Analytical Services, returned 10.39% over the same
time period.
Q. WHAT FACTORS CONTRIBUTED MOST TO THE FUND'S PERFORMANCE?
A. The fund's European finance-related stocks provided the most
significant contribution to performance over the past 12 months.
Additionally, substantial exposure to the technology and health care
sectors helped, as these groups registered strong performances.
Another plus was the fund's limited exposure - relative to the EAFE
index - in the poorly performing Japanese market. All that being said,
individual stock picking continued to have the most influence on
performance. In general, the fund's 20 largest positions performed
well.
Q. YOU MENTIONED EUROPEAN FINANCE-RELATED STOCKS AS BEING POSITIVE
CONTRIBUTORS TO PERFORMANCE. WHAT DROVE THIS GROUP?
A. My attraction to these stocks revolved primarily around their
individual business profiles. While I don't spend a lot of time
analyzing interest rates, inflation levels or economic conditions, low
interest rates throughout Europe were beneficial to many of the fund's
top finance stocks. More importantly, though, many of these companies
fit the profile I was looking for - management was focused on
delivering results to shareholders, the company was generating strong
earnings growth and each had a healthy balance sheet. Examples
included Spanish bank Banco Bilbao Vizcaya, Switzerland's Credit
Suisse and Lloyds TSB Group in the United Kingdom. Each of these
positions performed quite well.
Q. YOU MENTIONED HEALTH CARE AND TECHNOLOGY STOCKS AS WELL . . .
A. In the health care group, the fund's pharmaceutical-related stocks
were strong performers. Because of new product introduction, many drug
companies generated good cash flows, which may be used to buy back
stock or pay down debt. Two of the fund's top five positions at the
end of the period - Novartis and Rhone Poulenc - were examples.
Novartis, a company that was created by the merger of two substantial
Swiss drug firms, implemented favorable cost-cutting measures during
the period, while French-based Rhone Poulenc engaged in a major
restructuring effort designed to focus on aspects of its business with
the most growth potential. For the most part, the fund's technology
exposure also helped performance. Top positions such as Philips
Electronics, Nokia and Alcatel all enjoyed superior sales and earnings
growth. Some of the fund's Japanese tech stocks - such as Sony Corp.
and Matsushita Communication Industrial - also performed well, as each
benefited from strong consumer product development in the areas of
camcorders, cameras, TVs and VCRs.
Q. DESPITE JAPAN'S WELL-DOCUMENTED ECONOMIC WOES, MANY OF THE FUND'S
JAPANESE POSITIONS PERFORMED WELL. WHY?
A. I'd have to tip my cap to our entire research team in Japan. As our
analysts visited Japanese companies, one thing became clear: In spite
of the country's sluggish economic recovery and the poor performance
of its local markets, strong research uncovered some companies that
were prospering. Many companies we found were large exporters such as
those in the auto and technology areas. These companies benefited from
a weak yen, which helped them become very competitive in world
markets. Many firms - such as Fuji Photo Film - had favorable balance
sheets while companies such as Toyota were able to produce strong cash
flows and buy back stock. Sales growth was also a factor, as we found
many companies that exhibited growth both internationally and
domestically.
Q. ASIDE FROM SOME OF THE POSITIONS YOU'VE MENTIONED, WHICH ONES
PERFORMED WELL? WHICH WERE DISAPPOINTMENTS?
A. Some of the fund's oil-related positions performed well, notably
Total, British Petroleum and Nationale Elf Aquitaine. Each company
thrived due to shareholder-friendly management, healthy cash flows and
reduced costs. In terms of disappointments, I'd have to single out
Volkswagen, which announced a significant capital-raising exercise.
The German automaker had been generating good business growth. Why
they announced one of the largest stock issues in German corporate
history was a mystery to me. Another area of discomfort was the
Japanese finance sector. Many Japanese brokerage firms performed
poorly, mostly due to the weak local market and low trading volumes.
Japanese banks also detracted from performance, as did many of the
fund's metals-related stocks. This group suffered from negative
supply/demand conditions, but I'm optimistic about its future.
Q. WHAT'S YOUR OUTLOOK?
A. I expect European economies to continue to improve and am also
optimistic that Japan's economy can turn the corner. Southeast Asia,
on the other hand, appears to be slowing down. I'll continue to focus
on finding relatively cheap stocks that have growth or recovery
potential.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO
MANAGER ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON
THE COVER. THE MANAGER'S VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED
ON MARKET AND OTHER CONDITIONS.

RICK MACE ON INVESTING IN THE
EMERGING MARKETS
"Relative to its benchmark index and
many of its peers, Advisor Overseas
has maintained a relatively low
level of exposure to the world's
emerging markets in the past year.
This is due mainly to my investment
discipline. I want to see a good
risk/reward balance before I place
conviction in an emerging-market
opportunity. When I looked at
Southeast Asia and Latin America
six to nine months ago, the
risk/reward profile didn't seem too
enticing. Now, since these markets
have experienced economic turmoil
in recent months, it may be a good
time to revisit these regions and pore
over potentially cheap buys.
"Strange as it may sound, I actually
enjoy volatility. Market fluctuations
can be a bit frustrating on a
day-to-day basis, but volatility can
present great buying opportunities
for the fund because I follow a
value-oriented discipline. On the
other hand, when stocks are up
significantly, it creates an
opportunity to sell some of the fund's
more expensive holdings and to buy
stocks that may be less in favor but
may offer better value. So, while the
fund's share-price fluctuation may
be frustrating for shareholders to
watch, I think volatility creates
outstanding investment
opportunities."
FUND FACTS
GOAL: seeks growth of capital
primarily through investments
in foreign securities
START DATE: April 23, 1990
SIZE: as of October 31,
1997, more than $1.1 billion
MANAGER: Richard Mace, since
1996; joined Fidelity in 1987
(checkmark)
INVESTMENT CHANGES

TOP FIVE STOCKS AS OF OCTOBER 31, 1997

<TABLE>
<CAPTION>
<S> <C> <C>
% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE STOCKS
6 MONTHS AGO

TOTAL SA CLASS B (FRANCE, OIL & GAS) 2.3 1.9

ALCATEL ALSTHOM COMPAGNIE GENERALE 2.1 2.2
D'ELECTRICITE SA (FRANCE, ELECTRICAL EQUIPMENT)

NOVARTIS AG (REG.) (SWITZERLAND, 2.1 1.7
DRUGS & PHARMACEUTICALS)

RHONE POULENC SA CLASS A (FRANCE, 2.0 0.6
DRUGS & PHARMACEUTICALS)

PHILIPS ELECTRONICS NV (BEARER) (NETHERLANDS, 1.9 1.5
CONSUMER ELECTRONICS)

</TABLE>

TOP FIVE MARKET SECTORS AS OF OCTOBER 31, 1997
% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE MARKET SECTORS
6 MONTHS AGO

FINANCE 16.9 13.9

HEALTH 10.2 7.8

DURABLES 10.1 10.5

BASIC INDUSTRIES 10.1 10.4

ENERGY 7.7 6.7

TOP FIVE COUNTRIES AS OF OCTOBER 31, 1997
(EXCLUDING CASH EQUIVALENTS) % OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE COUNTRIES
6 MONTHS AGO

JAPAN 21.0 24.2

UNITED KINGDOM 15.8 13.9

FRANCE 12.3 10.1

NETHERLANDS 8.6 7.7

SWEDEN 6.3 5.3

TOP COUNTRIES ARE BASED UPON LOCATION OF ISSUER OF EACH SECURITY,
INCLUDING WHERE THE FUND IS EXPOSED TO POTENTIAL POLITICAL AND CREDIT
RISKS. PERCENTAGES ARE ADJUSTED FOR THE EFFECT OF OPEN FUTURES
CONTRACTS, IF APPLICABLE.
ASSET ALLOCATION (% OF FUND'S INVESTMENTS)
AS OF OCTOBER 31, 1997 AS OF APRIL 30, 1997
ROW: 1, COL: 1, VALUE: 5.9
ROW: 1, COL: 2, VALUE: 44.1
ROW: 1, COL: 3, VALUE: 50.0
ROW: 1, COL: 1, VALUE: 9.9
ROW: 1, COL: 2, VALUE: 2.0
ROW: 1, COL: 3, VALUE: 49.9
ROW: 1, COL: 4, VALUE: 40.0
STOCKS, CLOSED-END
INVESTMENT COMPANIES
AND EQUITY FUTURES 94.1%
BONDS 0.0%
SHORT-TERM
INVESTMENTS 5.9%
STOCKS, CLOSED-END
INVESTMENT COMPANIES
AND EQUITY FUTURES 89.9%
BONDS 0.2%
SHORT-TERM
INVESTMENTS 9.9%
INVESTMENTS OCTOBER 31, 1997

SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES

COMMON STOCKS - 91.1%
SHARES VALUE (NOTE 1) (000S)
ARGENTINA - 0.2%
Telecom Argentina Class B sponsored ADR 20,100 $ 509
YPF Sociedad Anonima sponsored ADR
representing Class D shares 58,600 1,875
2,384
AUSTRALIA - 1.9%
Australia & New Zealand Banking Group Ltd. 400,200 2,783
Brambles Industries Ltd. 126,150 2,418
Broken Hill Proprietary Co. Ltd. (The) 196,000 1,937
CSR Ltd. 308,900 1,070
Coles Myer Ltd. 428,900 2,057
Colonial Ltd. (a) 428,300 1,189
Leighton Holdings Ltd. 111,100 409
National Australia Bank Ltd. 158,900 2,167
QNI Ltd. 649,853 569
Tabcorp Holdings Ltd. 103,100 471
Western Mining Holdings Ltd. 949,789 3,363
Westpac Banking Corp. 92,900 539
Woodside Petroleum Ltd. 86,800 731
Woolworths Ltd. 768,400 2,473
22,176
AUSTRIA - 0.1%
Voest-Alpine Stahl AG 24,000 1,039
BELGIUM - 0.2%
BBL (Banque Bruxelles Lambert) 7,100 1,802
BRAZIL - 1.1%
Centrais Electricas Brasileiras SA 3,294,000 1,425
Compania Energertica Minas Gerais 92,439,000 3,689
Petrobras PN (Pfd. Reg.) 16,315,000 3,033
Telebras sponsored ADR 43,900 4,456
12,603
CANADA - 3.8%
Abitibi-Consolidated, Inc. 52,900 751
Alcan Aluminium Ltd. 171,800 4,879
Alliance Forest Products, Inc. (a) 48,300 1,003
Alliance Forest Products, Inc. (a)(c) 54,300 1,128
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1) (000S)
CANADA - CONTINUED
BCE, Inc. 157,400 $ 4,386
Bank of Nova Scotia (Halifax) 21,300 940
Bell Canada International, Inc. 25,100 426
Bro-X Minerals Ltd. 27,050 -
Canadian Imperial Bank of Commerce 21,500 629
Canadian Natural Resources Ltd. (a) 111,600 3,249
Cinar Films, Inc. Class B (sub-vtg.) (a) 14,400 554
Cominco Ltd. 187,200 3,642
Dofasco, Inc. 23,100 417
Domtar, Inc. 313,100 2,434
Greenstone Resources Ltd. (a) 89,500 731
Hudson's Bay Co. Ord. 45,500 1,042
Inco Ltd. 197,500 4,053
Leitch Technology Corp. (a) 42,300 1,294
National Bank of Canada 232,100 3,304
Noranda, Inc. 321,300 5,657
Renaissance Energy Ltd. (a) 94,000 2,182
Rio Alto Exploration Ltd. (a) 46,500 437
St Laurent Paperboard, Inc. (a)(c) 98,000 1,583
44,721
DENMARK - 0.9%
Den Danske Bank Group AS 35,000 3,945
International Service Systems AS, Series B (a) 71,500 2,167
Novo-Nordisk AS Class B 19,000 2,055
Sophus Berendsen AS, Series B 7,000 1,056
Unidanmark AS Class A 13,100 884
10,107
FINLAND - 2.3%
Cultor OY, Series 1 36,400 1,863
Enso OY Class R 272,400 2,577
Huhtamaki Ord. 89,400 3,677
Metsa-Serla Ltd. Class B 390,800 3,471
Nokia Corp. AB, Series A 20,600 1,798
Outokumpu OY Class A 192,600 2,882
Pohjola Class B 77,830 3,006
Rauma OY 16,865 318
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1) (000S)
FINLAND - CONTINUED
UPM-Kymmene Corp. 177,200 $ 3,986
Valmet OY 255,840 4,000
27,578
FRANCE - 12.3%
Alcatel Alsthom Compagnie Generale d'Electricite SA 210,300 25,337
Axa SA 71,490 4,888
Axime SA Ex Segin (a) 19,700 2,193
Cap Gemini Sogeti SA 60,000 4,757
Carrefour Supermarche SA 5,700 2,970
Compagnie de Saint Gobain 9,900 1,419
Credit Commercial de France Ord. 53,600 3,032
Eramet SA 62,575 2,491
Elf Sanofi SA 22,500 2,134
Groupe Danone 3,100 473
Generale des Eaux, Cie 12,000 1,394
Lafarge SA 24,550 1,532
Lagardere S.C.A. (Reg.) 63,100 1,812
Michelin SA (Compagnie Generale des Etablissements)
Class B 68,851 3,527
Nationale Elf Aquitaine 82,400 10,184
Pechiney SA Class A 186,743 7,668
Rhone Poulenc SA Class A 558,305 24,306
Societe Generale Class A 65,100 8,902
Total SA Class B 245,890 27,241
Usinor Sacilor 313,800 5,187
Union Assurancesfederale SA 15,400 1,719
Valeo SA 35,700 2,378
145,544
GERMANY - 3.4%
Allianz AS Holdings (Reg.) 16,500 3,716
BASF AG 94,400 3,223
Bayer AG 104,800 3,694
(BMW) Muenchen Bayerische Motorenwerke AG 1,369 1,006
BHF Bank (Bank Berlin Hand) 64,900 1,956
Buderus AG 1,300 630
Continental Gummi-Werke AG 84,300 2,026
Daimler-Benz AG Ord. 92,700 6,223
Deutsche Bank AG 14,500 953
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1) (000S)
GERMANY - CONTINUED
Dresdner Bank AG Ord. 19,000 $ 780
Hoechst AG Ord. 150,000 5,730
Lufthansa Deutsche AG (Reg.) 96,800 1,731
Mannesmann AG Ord. 8,900 3,766
Philipp Holzmann AG (a) 1,900 540
Siemens AG 22,900 1,403
Veba AG Ord. 60,000 3,348
40,725
HONG KONG - 0.5%
China Light & Power Co. Ltd. 230,000 1,211
China Telecom Ltd. (a) 1,026,000 1,639
Great Eagle Holdings Ltd. 334,000 510
Hutchison Whampoa Ltd. Ord. 152,000 1,052
National Mutual Asia Ltd. 642,000 581
Peregrine Investments Holdings Ltd. 725,000 713
Vtech Holdings Ltd. 160,000 313
6,019
INDIA - 0.1%
Mahindra & Mahindra Ltd. GDR 40,500 405
State Bank of India GDR (Reg.) 23,000 403
808
INDONESIA - 0.2%
PT Matahari Putra Prima 2,362,000 459
PT Matahari Putra Prima rights 12/31/97 (a) 4,724,000 262
PT Multipolar 8,761,430 791
PT Putra Surya Multidana (a) 1,093,500 380
1,892
IRELAND - 1.1%
Bank of Ireland, Inc. 495,800 6,221
CRH PLC 94,000 1,121
Independent Newspapers PLC 560,666 3,049
Smurfit (Jefferson) Group PLC 1,067,900 3,110
13,501
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1) (000S)
ITALY - 1.4%
Credito Italiano Ord. 1,630,900 $ 4,365
Eni Spa 1,215,000 6,867
Telecom Italia:
Mobile Spa 1,228,100 4,533
Spa 133,330 834
16,599
JAPAN - 20.4%
Acom Co. Ltd. 66,500 3,645
Amway Japan Ltd. 107,600 2,824
Asahi Breweries Ltd. 30,000 444
Bank of Tokyo-Mitsubishi Ltd. 207,000 2,699
Canon, Inc. 202,000 4,899
Circle K Japan Co. Ltd. 8,000 411
Citizen Watch Co. Ltd. Ord. 299,000 1,907
Dai-Ichi Kangyo Bank 77,000 652
Daiichi Pharmaceutical Co. Ltd. 62,000 881
Daiwa House Industry Co. Ltd. 140,000 1,349
Daiwa Securities Co. Ltd. 486,000 2,939
Denso Corp. 67,000 1,447
Denny's Japan Co. Ltd. 50,000 1,300
Daito Trust Construction Co. 213,100 1,894
Fuji Bank Ltd. 315,000 2,721
Fuji Heavy Industries Ltd. 215,000 855
Fuji Photo Film Co. Ltd. 327,000 11,842
Fujitsu Ltd. 417,000 4,572
Hitachi Ltd. 380,000 2,919
Hitachi Maxell Ltd. 191,000 4,251
Honda Motor Co. Ltd. 261,000 8,779
Ibiden Co. Ltd. 96,000 1,595
Ito-Yokado Co. Ltd. 66,000 3,278
Jafco Co. Ltd. 28,000 1,326
Jusco Co. Ltd. 72,000 1,609
Kao Corp. 186,000 2,595
Kobe Steel Ltd. Ord. (a) 537,000 647
Komatsu Ltd. Ord. 801,000 4,278
Kyocera Corp. 36,000 2,060
Long Term Credit Bank of Japan Ltd. (The) 1,015,000 3,431
Matsushita Electric Industrial Co. Ltd. (a) 893,000 14,982
Matsushita Communication Industrial Co. Ltd. 57,000 2,012
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1) (000S)
JAPAN - CONTINUED
Matsushita Electric Works Co. Ltd. 199,000 $ 1,802
Minebea Co. Ltd. 508,000 5,063
Minolta Camera Co. Ltd. 450,000 2,336
Mitsubishi Estate Co. Ltd. 250,000 3,156
Mitsubishi Heavy Industries Ltd. 234,000 1,149
Mitsubishi Trust & Banking Corp. 62,000 762
Mitsui Fudosan Co. Ltd. 168,000 1,898
Murata Manufacturing Co. Ltd. 19,000 770
Nichiei Co. Ltd. 19,300 2,116
Nikko Securities Co. Ltd. 359,000 1,297
Nintendo Co. Ltd. Ord. 106,300 9,182
Nippon Telegraph & Telephone Corp. Ord. 1,222 10,352
Nitto Denko Corp. 16,000 288
Nomura Securities Co. Ltd. 507,000 5,895
Omron Corp. 242,000 4,100
Orix Corp. 96,600 6,595
Onward Kashiyama & Co. Ltd. 144,000 2,225
Ricoh Co. Ltd. Ord. 272,000 3,502
Rohm Co. Ltd. 61,000 6,029
Sakura Bank Ltd. 1,416,000 5,775
Sankyo Co. Ltd. 212,000 6,990
Shinko Electric Industries Co. Ltd. 27,500 1,165
Shin-Etsu Chemical Co. Ltd. 69,000 1,685
Sony Corp. 112,400 9,326
Shohkoh Fund & Co. Ltd. 2,200 640
Sony Music Entertainment Japan, Inc. 44,600 1,567
Sumitomo Realty & Development Co. Ltd. 327,000 2,387
Sumitomo Sitix Corp. 25,000 440
TDK Corp. 63,000 5,222
Takeda Chemical Industries Ltd. 598,000 16,291
Takefuji Corp. 10,000 444
Terumo Corp. 78,000 1,283
THK Co. Ltd. 194,200 2,597
Toyota Motor Corp. 205,000 5,704
Toyo Trust & Banking Co. Ltd. 20,000 149
Tokyo Electron Ltd. 67,000 3,339
Uni Charm Corp. Ord. 51,000 1,716
Uny Co. Ltd. 65,000 1,053
World Co. Ltd. 21,800 806
Xebio Co. Ltd. 23,600 380
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1) (000S)
JAPAN - CONTINUED
Yamanouchi Pharmaceutical Co. Ltd. 51,000 $ 1,254
Yamaha Motor Co. Ltd. 184,000 1,481
Yasuda Trust & Banking 405,000 1,080
242,334
KOREA (SOUTH) - 0.2%
Korea Electric Power Corp. 123,550 1,754
MALAYSIA - 0.1%
Magnum Corp. BHD 247,000 192
Malayan Banking BHD 17,000 65
Oriental Holdings BHD 476,000 966
Oriental Holdings BHD (New) 148,800 299
1,522
MEXICO - 0.9%
DESC (Sociedad de Fomento Industrial SA) Class B 116,000 997
Grupo Carso SA de CV Class A-1 94,000 596
Grupo Financiero Bancomer Class B 8,060,000 3,799
Grupo Financiero Inbursa SA Class B (a) 149,000 525
Grupo Mexico SA Class L 49,000 145
Industrias Penoles SA 33,000 131
Telefonos de Mexico SA sponsored ADR representing Ord.
Class L shares 78,900 3,412
Tubos De Acero De Mexico ADR (a) 55,900 1,128
10,733
NETHERLANDS - 8.6%
AKZO Nobel NV 92,300 16,234
Ahold NV 217,644 5,561
Beter Bed Holding NV 24,000 522
ING Groep NV 223,903 9,382
KBB NV Ord. 11,500 724
KLM Royal Dutch Air Lines NV 41,400 1,401
Koninklijke Hoogovens NV 87,700 4,013
Koninklijke KNP BT NV 132,500 3,011
Koninklijke Pakhoed NV 15,500 507
New Holland NV 78,000 2,218
Nutreco Holding NV (a) 61,200 1,372
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1) (000S)
NETHERLANDS - CONTINUED
Philips Electronics NV (Bearer) 283,400 $ 22,147
Royal Dutch Petroleum Co. Ord. 288,800 15,249
Unilever NV Ord. 226,000 11,991
VNU Ord. 154,700 3,659
Vendex International NV (c) 75,500 4,116
102,107
NETHERLANDS ANTILLES - 0.2%
Schlumberger Ltd. 20,800 1,820
NEW ZEALAND - 0.1%
Air New Zealand Ltd. Class B 346,000 732
Lion Nathan Ltd. 358,600 866
Lion Nathan Ltd. (Astl) 36,900 89
1,687
NORWAY - 0.5%
Den Norske Bank AS Class A Free shares 545,000 2,454
Elkem ASA 75,300 1,143
NCL Holdings AS (a) 744,600 2,843
6,440
PERU - 0.1%
Compania de Minas Buenaventura SA Class B
sponsored ADR 49,400 886
PORTUGAL - 0.2%
Electricidade de Portugal SA 144,500 2,534
RUSSIA - 0.0%
Vimpel Communications sponsored ADR 14,200 465
SINGAPORE - 0.1%
Kim Engineering Holdings Ltd. 1,700,000 778
SOUTH AFRICA - 0.4%
Dimension Data Holdings Ltd. (a) 118,800 493
Gencor Ltd. (Reg.) 102,420 230
JCI Ltd. 117,000 498
Sasol Ltd. 336,700 4,056
5,277
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1) (000S)
SPAIN - 1.3%
Acerinox SA (Reg.) 9,200 $ 1,371
Banco Bilbao Vizcaya SA Ord. (Reg.) 211,500 5,643
Telefonica de Espana SA Ord. 318,800 8,680
15,694
SWEDEN - 6.3%
ABB AB:
Series A 184,000 2,142
Series B 94,000 1,082
Astra AB Class A Free shares 716,500 11,533
Assi Doman AB Free shares 40,200 1,123
Electrolux AB 54,500 4,495
Ericsson (L.M.) Telephone Co. Class B 50,000 2,195
Esselte AB Class B Free shares 57,700 1,251
Granges AB (Reg.) (a) 30,250 493
Investor AB Class B Free shares 50,000 2,321
Munters AB (a)(c) 76,500 773
Nordbanken AB 98,600 3,082
SKF AB Ord. 72,000 1,667
Skandia Foersaekrings AB 157,400 7,328
Svenska Cellulosa AB (SCA) Class B Ord. 64,500 1,441
Svenska Handelsbanken 100,100 3,155
Swedish Match Co. 3,571,800 10,928
Volvo AB Class B 750,200 19,560
74,569
SWITZERLAND - 5.0%
Credit Suisse Group (Reg.) 109,200 15,402
Julius Baer Holding AG 3,629 5,423
Nestle SA (Reg.) 5,693 8,032
Novartis AG (Reg.) 15,600 24,462
Roche Holding AG participation certificates 462 4,065
Sulzer AG (Reg.) 2,100 1,538
SGS Societe Generale de Surveillance Holding SA (Bearer) 475 917
59,839
TURKEY - 0.1%
Tupras-Turkiye Petrol Rafinerileri AS (a) 7,545,200 676
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1) (000S)
UNITED KINGDOM - 15.8%
Asda Group PLC 415,900 $ 1,079
BAT Industries PLC Ord. 747,400 6,505
BOC Group PLC 31,500 529
BBA Group PLC 168,800 1,138
Barclays PLC Ord. 336,000 8,395
Barratt Developments PLC 529,800 2,243
Bass PLC Ord. 153,000 2,120
Billiton PLC 512,100 1,480
Blue Circle Industries PLC 136,500 800
Boots Co. PLC Class L (The) 204,100 2,937
British Aerospace PLC 194,400 5,147
British Petroleum PLC Ord. 542,149 7,948
British Land Co. PLC (The) Ord. 111,600 1,298
British Telecommunications PLC Ord. 545,000 4,132
Cable & Wireless PLC Ord. 218,500 1,741
Caradon PLC 1,922,960 6,114
Cookson Group PLC 2,742,400 10,969
Dorling Kindersley Holdings PLC Class L 106,700 509
DR Solomons Group PLC sponsored ADR 93,800 2,873
English China Clay PLC 240,900 1,048
Gallaher Group PLC 552,300 2,634
Glaxo Wellcome PLC 484,600 10,364
Granada Group PLC 172,700 2,376
Grand Metropolitan PLC 808,958 7,283
Guinness PLC Ord. 137,900 1,230
HSBC Holdings PLC 206,800 4,845
Hays PLC 60,700 711
ICI (Imperial Chemical Industries) PLC Class L 84,800 1,249
Inchcape PLC Ord. 585,200 2,135
Ladbroke Group PLC Ord. 834,300 3,728
Lloyds TSB Group PLC 1,209,244 15,076
Mercury Asset Management Group PLC 49,000 1,072
National Grid Co. PLC 488,900 2,299
Pearson PLC 171,700 2,241
Perpetual PLC 12,500 473
Rentokil Initial PLC 3,214,400 12,641
Royal & Sun Alliance Insurance Group PLC 282,500 2,702
Rugby Group PLC 500,000 1,079
Securicor Group PLC 700,000 3,139
Shell Transport & Trading Co. PLC (Reg.) 1,337,400 9,462
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1) (000S)
UNITED KINGDOM - CONTINUED
SmithKline Beecham PLC Ord. 1,369,202 $ 12,946
SIG PLC 80,200 374
Somerfield PLC 540,500 1,737
Tarmac 338,700 663
Thames Water PLC Ord. 92,700 1,404
Tomkins PLC Ord. 112,600 577
Unigate PLC 210,900 2,036
Unilever PLC Ord. 682,800 5,073
Vodafone Group PLC 1,220,213 6,648
WPP Group PLC 160,100 729
187,931
UNITED STATES OF AMERICA - 1.3%
Alumax, Inc. (a) 72,400 2,353
Aluminum Co. of America 72,500 5,293
D.R. Horton, Inc. 115,100 1,727
MCI Communications Corp. 94,700 3,362
Newmont Mining Corp. 29,200 1,022
Pharmacia & Upjohn, Inc. 56,300 1,786
15,543
TOTAL COMMON STOCKS
(Cost $937,055) 1,080,087
PREFERRED STOCKS - 2.0%
CONVERTIBLE PREFERRED STOCKS - 0.3%
AUSTRALIA - 0.1%
National Australia Bank Ltd. 51,200 1,424
JAPAN - 0.1%
AJL participating trust 45,000 658
UNITED STATES OF AMERICA - 0.1%
WBK STRYPES Trust $3.135 52,900 1,640
TOTAL CONVERTIBLE PREFERRED STOCKS 3,722
PREFERRED STOCKS - CONTINUED
SHARES VALUE (NOTE 1) (000S)
NONCONVERTIBLE PREFERRED STOCKS - 1.7%
AUSTRALIA - 0.1%
Sydney Harbour Casino Holdings Ltd. (a) 444,600 $ 452
GERMANY - 0.4%
SAP (Systeme Anwendungen Produkte) AG 11,800 3,521
Wella AG 1,800 1,263
4,784
ITALY - 1.2%
Banco Ambro Veneto 100 -
Telecom Italia:
Mobile Spa de Risp 2,446,100 4,999
Spa 2,324,225 9,359
14,358
TOTAL NONCONVERTIBLE PREFERRED STOCKS 19,594
TOTAL PREFERRED STOCKS
(Cost $16,880) 23,316
CLOSED-END INVESTMENT COMPANIES - 0.5%
EMERGING MARKETS - 0.2%
Morgan Stanley Asia-Pacific Fund, Inc. 52,400 422
TCW/DW Emerging Markets Opportunities Trust (SBI) 52,400 652
Templeton Dragon Fund, Inc. 112,700 1,443
2,517
GERMANY - 0.3%
Emerging Germany Fund, Inc. 44,900 477
New Germany Fund, Inc. (The) 208,100 3,108
3,585
TOTAL CLOSED-END INVESTMENT COMPANIES
(Cost $6,482) 6,102
GOVERNMENT OBLIGATIONS - 0.0%
PRINCIPAL VALUE (NOTE 1)
AMOUNT (000S) (000S)
U.S.Treasury Bill, yields at dates of purchase
5.28% to 5.30%, 1/8/98 (d) (Cost $545) $ 550 $ 544
CASH EQUIVALENTS - 6.4%
SHARES
Taxable Central Cash Fund (b)
(Cost $76,138) 76,137,607 76,138
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $1,037,100) $ 1,186,187
FUTURES CONTRACTS
AMOUNTS IN THOUSANDS EXPIRATION UNDERLYING FACE UNREALIZED
DATE AMOUNT AT VALUE GAIN/(LOSS)
PURCHASED
75 Nikkei 225 Futures Contracts Dec. 1997 $ 6,154 $ (823)
THE FACE VALUE OF FUTURES PURCHASED AS A PERCENTAGE OF TOTAL
INVESTMENT IN SECURITIES - 0.5%
LEGEND
1. Non-income producing
2. At period end, the seven-day yield on the Taxable Central Cash Fund
was 5.64%. The yield refers to the income earned by investing in the
fund over the seven-day period, expressed as an annual percentage.
3. Security exempt from registration under Rule 144A of the Securities
Act of 1933. These securities may be resold in transactions exempt
from registration, normally to qualified institutional buyers. At the
period end, the value of these securities amounted to $7,600,000 or
0.6% of net assets.
4. A portion of the security was pledged to cover margin requirements
for futures contracts. At the period end, the value of securities
pledged amounted to $240,000.
INCOME TAX INFORMATION
At October 31, 1997, the aggregate cost of investment securities for
income tax purposes was $1,038,393,000. Net unrealized appreciation
aggregated $147,794,000, of which $228,686,000 related to appreciated
investment securities and $80,892,000 related to depreciated
investment securities.
The fund hereby designates approximately $18,690,000 as a capital gain
dividend for the purpose of the dividend paid deduction.
MARKET SECTOR DIVERSIFICATION (UNAUDITED)
As a Percentage of Total Value of Investment in Securities
Aerospace & Defense 0.4%
Basic Industries 10.1
Cash Equivalents 6.4
Construction & Real Estate 3.2
Durables 10.1
Energy 7.7
Finance 16.9
Government Obligations 0.0
Health 10.2
Holding Companies 1.5
Industrial Machinery &
Equipment 4.9
Media & Leisure 2.7
Nondurables 5.2
Precious Metals 0.5
Retail & Wholesale 3.3
Services 2.2
Technology 6.7
Transportation 0.5
Utilities 7.5
100.0%
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS OCTOBER 31, 1997

ASSETS

INVESTMENT IN SECURITIES, AT VALUE (COST $1,037,100) - $ 1,186,187
SEE ACCOMPANYING SCHEDULE

CASH 558

RECEIVABLE FOR INVESTMENTS SOLD 25,824

RECEIVABLE FOR FUND SHARES SOLD 2,122

DIVIDENDS RECEIVABLE 3,261

INTEREST RECEIVABLE 445

RECEIVABLE FOR DAILY VARIATION ON FUTURES CONTRACTS 111

TOTAL ASSETS 1,218,508

LIABILITIES

PAYABLE FOR INVESTMENTS PURCHASED $ 19,930

PAYABLE FOR FUND SHARES REDEEMED 2,636

ACCRUED MANAGEMENT FEE 944

DISTRIBUTION FEES PAYABLE 534

OTHER PAYABLES AND ACCRUED EXPENSES 439

TOTAL LIABILITIES 24,483

NET ASSETS $ 1,194,025

NET ASSETS CONSIST OF:

PAID IN CAPITAL $ 952,935

UNDISTRIBUTED NET INVESTMENT INCOME 10,180

ACCUMULATED UNDISTRIBUTED NET REALIZED GAIN (LOSS) ON 82,611
INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS

NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS 148,299
AND ASSETS AND LIABILITIES IN FOREIGN CURRENCIES

NET ASSETS $ 1,194,025

</TABLE>

STATEMENT OF ASSETS AND LIABILITIES - CONTINUED

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNTS) OCTOBER 31, 1997

CALCULATION OF MAXIMUM OFFERING PRICE $16.89
CLASS A:
NET ASSET VALUE AND REDEMPTION PRICE PER SHARE
($5,001 (DIVIDED BY) 296.04 SHARES)

MAXIMUM OFFERING PRICE PER SHARE (100/94.25 OF $16.89) $17.92

CLASS T: $17.02
NET ASSET VALUE AND REDEMPTION PRICE PER SHARE
($1,110,936 (DIVIDED BY) 65,263 SHARES)

MAXIMUM OFFERING PRICE PER SHARE (100/96.50 OF $17.02) $17.64

CLASS B: $16.69
NET ASSET VALUE AND OFFERING PRICE PER SHARE
($39,841 (DIVIDED BY) 2,387 SHARES) A

INSTITUTIONAL CLASS: $16.92
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE
PER SHARE ($38,247 (DIVIDED BY) 2,261 SHARES)

A REDEMPTION PRICE PER SHARE IS EQUAL TO NET ASSET VALUE LESS ANY
APPLICABLE CONTINGENT DEFERRED SALES CHARGE.
STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS YEAR ENDED OCTOBER 31, 1997

INVESTMENT INCOME $ 25,052
DIVIDENDS

INTEREST 6,430

31,482

LESS FOREIGN TAXES WITHHELD (2,704)

TOTAL INCOME 28,778

EXPENSES

MANAGEMENT FEE $ 8,781
BASIC FEE

PERFORMANCE ADJUSTMENT 735

TRANSFER AGENT FEES 2,603

DISTRIBUTION FEES 5,851

ACCOUNTING FEES AND EXPENSES 630

NON-INTERESTED TRUSTEES' COMPENSATION 6

CUSTODIAN FEES AND EXPENSES 638

REGISTRATION FEES 115

AUDIT 67

LEGAL 31

REPORTS TO SHAREHOLDERS 126

MISCELLANEOUS 22

TOTAL EXPENSES BEFORE REDUCTIONS 19,605

EXPENSE REDUCTIONS (161) 19,444

NET INVESTMENT INCOME 9,334

REALIZED AND UNREALIZED GAIN (LOSS)
NET REALIZED GAIN (LOSS) ON:

INVESTMENT SECURITIES 86,187

FOREIGN CURRENCY TRANSACTIONS (124)

FUTURES CONTRACTS (1,623) 84,440

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON:

INVESTMENT SECURITIES 83,893

ASSETS AND LIABILITIES IN FOREIGN CURRENCIES 28

FUTURES CONTRACTS (667) 83,254

NET GAIN (LOSS) 167,694

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 177,028
FROM OPERATIONS

STATEMENT OF CHANGES IN NET ASSETS
</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
AMOUNTS IN THOUSANDS YEAR ENDED YEAR ENDED
OCTOBER 31, OCTOBER 31,
1997 1996

INCREASE (DECREASE) IN NET ASSETS

OPERATIONS $ 9,334 $ 11,992
NET INVESTMENT INCOME

NET REALIZED GAIN (LOSS) 84,440 48,710

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) 83,254 25,789

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 177,028 86,491
FROM OPERATIONS

DISTRIBUTIONS TO SHAREHOLDERS (10,798) (4,950)
FROM NET INVESTMENT INCOME

FROM NET REALIZED GAIN (42,335) (545)

TOTAL DISTRIBUTIONS (53,133) (5,495)

SHARE TRANSACTIONS - NET INCREASE (DECREASE) 39,574 203,150

TOTAL INCREASE (DECREASE) IN NET ASSETS 163,469 284,146

NET ASSETS

BEGINNING OF PERIOD 1,030,556 746,410

END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT $ 1,194,025 $ 1,030,556
INCOME OF $10,180 AND $11,770, RESPECTIVELY)

</TABLE>

FINANCIAL HIGHLIGHTS - CLASS A
YEARS ENDED OCTOBER 31,

1997 1996 D

<TABLE>
<CAPTION>
<S> <C> <C>
SELECTED PER-SHARE DATA

NET ASSET VALUE, BEGINNING OF PERIOD $ 15.29 $ 14.98

INCOME FROM INVESTMENT OPERATIONS

NET INVESTMENT INCOME E .09 .04

NET REALIZED AND UNREALIZED GAIN (LOSS) 2.39 .27

TOTAL FROM INVESTMENT OPERATIONS 2.48 .31

LESS DISTRIBUTIONS

FROM NET INVESTMENT INCOME (.25) -

FROM NET REALIZED GAIN (.63) -

TOTAL DISTRIBUTIONS (.88) -

NET ASSET VALUE, END OF PERIOD $ 16.89 $ 15.29

TOTAL RETURN B, C 16.95% 2.07%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD (000 OMITTED) $ 5,001 $ 637

RATIO OF EXPENSES TO AVERAGE NET ASSETS 1.90% F 1.16% A,
F

RATIO OF EXPENSES TO AVERAGE NET ASSETS AFTER EXPENSE REDUCTIONS 1.89% G 1.16% A

RATIO OF NET INVESTMENT INCOME TO AVERAGE NET ASSETS .53% 1.74% A

PORTFOLIO TURNOVER 70% 82%

AVERAGE COMMISSION RATE H $ .0111 $ .0133

</TABLE>

A ANNUALIZED
B THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN (SEE NOTE 5 OF NOTES TO
FINANCIAL STATEMENTS).
C TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR
PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
D FOR THE PERIOD SEPTEMBER 3, 1996 (COMMENCEMENT OF SALE OF CLASS A
SHARES) TO OCTOBER 31, 1996.
E NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
F FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER (SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).
G FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS' EXPENSES
(SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).
H FOR FISCAL YEARS BEGINNING ON OR AFTER SEPTEMBER 1, 1995, A FUND IS
REQUIRED TO DISCLOSE ITS AVERAGE COMMISSION RATE PER SHARE FOR
SECURITY TRADES ON WHICH COMMISSIONS ARE CHARGED. THIS AMOUNT MAY VARY
FROM PERIOD TO PERIOD AND FUND TO FUND DEPENDING ON THE MIX OF TRADES
EXECUTED IN VARIOUS MARKETS WHERE TRADING PRACTICES AND COMMISSION
RATE STRUCTURES MAY DIFFER.
FINANCIAL HIGHLIGHTS - CLASS T

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
YEARS ENDED OCTOBER 31,

1997 1996 1995 1994 E 1993

SELECTED PER-SHARE DATA

NET ASSET VALUE, BEGINNING $ 15.30 $ 13.92 $ 14.06 $ 12.93 $ 9.07
OF PERIOD

INCOME FROM INVESTMENT
OPERATIONS

NET INVESTMENT INCOME .13 C .19 C, .07 .01 .03
D

NET REALIZED AND UNREALIZED 2.38 1.29 (.11) 1.14 3.93
GAIN (LOSS)

TOTAL FROM INVESTMENT 2.51 1.48 (.04) 1.15 3.96
OPERATIONS

LESS DISTRIBUTIONS

FROM NET INVESTMENT INCOME (.16) (.09) - - (.07)

FROM NET REALIZED GAIN (.63) (.01) (.02) (.02) (.03) H

IN EXCESS OF NET REALIZED GAIN - - (.08) - -

TOTAL DISTRIBUTIONS (.79) (.10) (.10) (.02) (.10)

NET ASSET VALUE, END OF PERIOD $ 17.02 $ 15.30 $ 13.92 $ 14.06 $ 12.93

TOTAL RETURN A, B 17.07% 10.69% (.25)% 8.91% 44.13%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD $ 1,110,936 $ 995,004 $ 741,928 $ 653,774 $ 221,370
(000 OMITTED)

RATIO OF EXPENSES TO AVERAGE 1.66% 1.61% 1.90% 2.12% 2.38%
NET ASSETS

RATIO OF EXPENSES TO AVERAGE 1.65% F 1.60% F 1.90% 2.12% 2.38%
NET ASSETS AFTER EXPENSE
REDUCTIONS

RATIO OF NET INVESTMENT INCOME .80% 1.30% 1.01% .05% (.18)%
TO AVERAGE NET ASSETS

PORTFOLIO TURNOVER 70% 82% 47% 34% 42%

AVERAGE COMMISSION RATE G $ .0111 $ .0133

</TABLE>

A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN (SEE NOTE 5 OF NOTES TO
FINANCIAL STATEMENTS).
B TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE.
C NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
D INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND WHICH
AMOUNTED TO $.04 PER SHARE.
E EFFECTIVE NOVEMBER 1, 1993, THE FUND ADOPTED STATEMENT OF POSITION
93-2, "DETERMINATION, DISCLOSURE, AND FINANCIAL STATEMENT PRESENTATION
OF INCOME, CAPITAL GAIN, AND RETURN OF CAPITAL DISTRIBUTIONS BY
INVESTMENT COMPANIES." AS A RESULT, NET INVESTMENT INCOME PER SHARE
MAY REFLECT CERTAIN RECLASSIFICATIONS RELATED TO BOOK TO TAX
DIFFERENCES.
F FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS' EXPENSES
(SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).
G FOR FISCAL YEARS BEGINNING ON OR AFTER SEPTEMBER 1, 1995, A FUND IS
REQUIRED TO DISCLOSE ITS AVERAGE COMMISSION RATE PER SHARE FOR
SECURITY TRADES ON WHICH COMMISSIONS ARE CHARGED. THIS AMOUNT MAY VARY
FROM PERIOD TO PERIOD AND FUND TO FUND DEPENDING ON THE MIX OF TRADES
EXECUTED IN VARIOUS MARKETS WHERE TRADING PRACTICES AND COMMISSION
RATE STRUCTURES MAY DIFFER.
H INCLUDES AMOUNTS DISTRIBUTED FROM NET REALIZED GAINS ON FOREIGN
CURRENCY RELATED TRANSACTIONS TAXABLE AS ORDINARY INCOME.
FINANCIAL HIGHLIGHTS - CLASS B

<TABLE>
<CAPTION>
<S> <C> <C> <C>
YEARS ENDED OCTOBER 31,

1997 1996 1995 F

SELECTED PER-SHARE DATA

NET ASSET VALUE, BEGINNING OF PERIOD $ 15.06 $ 13.92 $ 13.89

INCOME FROM INVESTMENT OPERATIONS

NET INVESTMENT INCOME .02 D .08 D, E .01

NET REALIZED AND UNREALIZED GAIN (LOSS) 2.36 1.26 .02

TOTAL FROM INVESTMENT OPERATIONS 2.38 1.34 .03

LESS DISTRIBUTIONS

FROM NET INVESTMENT INCOME (.12) (.19) -

FROM NET REALIZED GAIN (.63) (.01) -

TOTAL DISTRIBUTIONS (.75) (.20) -

NET ASSET VALUE, END OF PERIOD $ 16.69 $ 15.06 $ 13.92

TOTAL RETURN B, C 16.41% 9.73% .22%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD (000 OMITTED) $ 39,841 $ 18,668 $ 2,999

RATIO OF EXPENSES TO AVERAGE NET ASSETS 2.30% 2.37% 1.97% A,
G

RATIO OF EXPENSES TO AVERAGE NET ASSETS AFTER 2.29% H 2.37% 1.97% A
EXPENSE REDUCTIONS

RATIO OF NET INVESTMENT INCOME TO AVERAGE NET ASSETS .15% .53% .94% A

PORTFOLIO TURNOVER 70% 82% 47%

AVERAGE COMMISSION RATE I $ .0111 $ .0133

</TABLE>

A ANNUALIZED
B THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN (SEE NOTE 5 OF NOTES TO
FINANCIAL STATEMENTS).
C TOTAL RETURNS DO NOT INCLUDE THE CONTINGENT DEFERRED SALES CHARGE
AND FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
D NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
E INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND WHICH
AMOUNTED TO $.04 PER SHARE.
F FOR THE PERIOD JULY 3, 1995 (COMMENCEMENT OF SALE OF CLASS B SHARES)
TO OCTOBER 31, 1995.
G FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE
BEEN HIGHER.
H FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS' EXPENSES
(SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).
I FOR FISCAL YEARS BEGINNING ON OR AFTER SEPTEMBER 1, 1995, A FUND IS
REQUIRED TO DISCLOSE ITS AVERAGE COMMISSION RATE PER SHARE FOR
SECURITY TRADES ON WHICH COMMISSIONS ARE CHARGED. THIS AMOUNT MAY VARY
FROM PERIOD TO PERIOD AND FUND TO FUND DEPENDING ON THE MIX OF TRADES
EXECUTED IN VARIOUS MARKETS WHERE TRADING PRACTICES AND COMMISSION
RATE STRUCTURES MAY DIFFER.
FINANCIAL HIGHLIGHTS - INSTITUTIONAL CLASS

<TABLE>
<CAPTION>
<S> <C> <C> <C>
YEARS ENDED OCTOBER 31,

1997 1996 1995 F

SELECTED PER-SHARE DATA

NET ASSET VALUE, BEGINNING OF PERIOD $ 15.20 $ 13.97 $ 13.89

INCOME FROM INVESTMENT OPERATIONS

NET INVESTMENT INCOME .22 D .21 D, E .05

NET REALIZED AND UNREALIZED GAIN (LOSS) 2.36 1.24 .03

TOTAL FROM INVESTMENT OPERATIONS 2.58 1.45 .08

LESS DISTRIBUTIONS

FROM NET INVESTMENT INCOME (.23) (.21) -

FROM NET REALIZED GAIN (.63) (.01) -

TOTAL DISTRIBUTIONS (.86) (.22) -

NET ASSET VALUE, END OF PERIOD $ 16.92 $ 15.20 $ 13.97

TOTAL RETURN B, C 17.73% 10.51% .58%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD (000 OMITTED) $ 38,247 $ 16,247 $ 1,482

RATIO OF EXPENSES TO AVERAGE NET ASSETS 1.17% 1.44% .97% A,
G

RATIO OF EXPENSES TO AVERAGE NET ASSETS AFTER 1.16% H 1.43% H .97% A
EXPENSE REDUCTIONS

RATIO OF NET INVESTMENT INCOME TO AVERAGE NET ASSETS 1.31% 1.46% 1.94% A

PORTFOLIO TURNOVER 70% 82% 47%

AVERAGE COMMISSION RATE I $ .0111 $ .0133

</TABLE>

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN (SEE NOTE 5 OF NOTES TO
FINANCIAL STATEMENTS).
D NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
E INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND WHICH
AMOUNTED TO $.04 PER SHARE.
F FOR THE PERIOD JULY 3, 1995 (COMMENCEMENT OF SALE OF INSTITUTIONAL
CLASS SHARES) TO OCTOBER 31, 1995.
G FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
H FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS' EXPENSES
(SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).
I FOR FISCAL YEARS BEGINNING ON OR AFTER SEPTEMBER 1, 1995, A FUND IS
REQUIRED TO DISCLOSE ITS AVERAGE COMMISSION RATE PER SHARE FOR
SECURITY TRADES ON WHICH COMMISSIONS ARE CHARGED. THIS AMOUNT MAY VARY
FROM PERIOD TO PERIOD AND FUND TO FUND DEPENDING ON THE MIX OF TRADES
EXECUTED IN VARIOUS MARKETS WHERE TRADING PRACTICES AND COMMISSION
RATE STRUCTURES MAY DIFFER.
NOTES TO FINANCIAL STATEMENTS
For the period ended October 31, 1997

1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Advisor Overseas Fund (the fund) is a fund of Fidelity
Advisor Series VIII (the trust) (formerly a fund of Fidelity Advisor
Series VII) and is authorized to issue an unlimited number of shares.
The trust is registered under the Investment Company Act of 1940, as
amended (the 1940 Act), as an open-end management investment company
organized as a Massachusetts business trust.
The fund offers Class A, Class T, Class B, and Institutional Class
shares, each of which has equal rights as to assets and voting
privileges. Each class has exclusive voting rights with respect to its
distribution plan. Investment income, realized and unrealized capital
gains and losses, the common expenses of the fund, and certain
fund-level expense reductions, if any, are allocated on a pro rata
basis to each class based on the relative net assets of each class to
the total net assets of the fund. Each class of shares differs in its
respective distribution, transfer agent, registration, and certain
other class-specific fees, expenses, and expense reductions.
In June 1997, the Board of Trustees approved the creation of an
additional class of shares, Class C shares. Offering of the new class
commenced on November 3, 1997. Class C shares are subject to an annual
distribution and service fee of 1.00% (of which .75% represents a
distribution fee and .25% represents a shareholder service fee) of the
class' average net assets, and a 1.00% contingent deferred sales
charge levied on Class C share redemptions made within one year of
purchase.
The financial statements have been prepared in conformity with
generally accepted accounting principles which permit management to
make certain estimates and assumptions at the date of the financial
statements. The following summarizes the significant accounting
policies of the fund:
SECURITY VALUATION. Securities for which quotations are readily
available are valued at the last sale price, or if no sale price, at
the closing bid price in the principal market in which such securities
are normally traded. If events which are expected to materially affect
the value of securities occur after the close of a principal market in
which those securities are traded, then those securities are valued at
their fair value as determined in good faith under consistently
applied procedures under the general supervision of the Board of
Trustees ("fair value"). Securities (including restricted securities)
for which quotations are not readily available are valued primarily
using dealer-supplied valuations or at their fair value. Short-term
securities with remaining maturities of sixty days or less for which
quotations are not readily available are valued at amortized cost or
original cost plus accrued interest, both of which approximate current
value. Equity securities that have reached the limit for aggregate
foreign ownership may trade at a premium to the local share price. If
the broker-quoted premium is not readily available as a result of
limited share activity, the securities are valued at the last sale
price of the local share in the principal market in which such
securities are normally traded.
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
FOREIGN CURRENCY TRANSLATION. The accounting records of the fund are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the prevailing rates of exchange at period end. Income
receipts and expense payments are translated into U.S. dollars at the
prevailing exchange rate on the respective dates of the transactions.
Purchases and sales of securities are translated into U.S. dollars at
the contractual currency exchange rates established at the time of
each trade.
Net realized gains and losses on foreign currency transactions
represent net gains and losses from sales and maturities of foreign
currency contracts, disposition of foreign currencies, and the
difference between the amount of net investment income accrued and the
U.S. dollar amount actually received. The effects of changes in
foreign currency exchange rates on investments in securities are
included with the net realized and unrealized gain or loss on
investment securities.
INCOME TAXES. As a qualified regulated investment company under
Subchapter M of the Internal Revenue Code, the fund is not subject to
U.S. federal income taxes to the extent that it distributes
substantially all of its taxable income for its fiscal year. The fund
may be subject to foreign taxes on income and gains on investments
which are accrued based upon the fund's understanding of the tax rules
and regulations that exist in the markets in which it invests. The
fund accrues such taxes as applicable. The schedule of investments
includes information regarding income taxes under the caption "Income
Tax Information."
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend
date, except certain dividends from foreign securities where the
ex-dividend date may have passed, are recorded as soon as the fund is
informed of the ex-dividend date. Non-cash dividends included in
dividend income, if any, are recorded at the fair market value of the
securities received. Interest income, which includes accretion of
original issue discount, is accrued as earned. Investment income is
recorded net of foreign taxes withheld where recovery of such taxes is
uncertain.
EXPENSES. Most expenses of the trust can be directly attributed to a
fund. Expenses which cannot be directly attributed are apportioned
between the funds in the trust.
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date. Income dividends and capital gain distributions are
declared separately for each class. Certain foreign currency gains
(losses) are taxable as ordinary income and, therefore, increase
(decrease) taxable ordinary income available for distribution.
Income and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted
accounting principles.
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
DISTRIBUTIONS TO SHAREHOLDERS - CONTINUED
These differences, which may result in distribution reclassifications,
are primarily due to differing treatments for futures and options
transactions, foreign currency transactions, passive foreign
investment companies (PFIC), market discount and losses deferred due
to wash sales. The fund also utilized earnings and profits distributed
to shareholders on redemption of shares as a part of the dividends
paid deduction for income tax purposes.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital.
Undistributed net investment income and accumulated undistributed net
realized gain (loss) on investments and foreign currency transactions
may include temporary book and tax basis differences which will
reverse in a subsequent period. Any taxable income or gain remaining
at fiscal year end is distributed in the following year.
SECURITY TRANSACTIONS. Security transactions are accounted for as of
trade date. Gains and losses on securities sold are determined on the
basis of identified cost.
2. OPERATING POLICIES.
FOREIGN CURRENCY CONTRACTS. The fund generally uses foreign currency
contracts to facilitate transactions in foreign-denominated
securities. Losses may arise from changes in the value of the foreign
currency or if the counterparties do not perform under the contracts'
terms. The U.S. dollar value of foreign currency contracts is
determined using contractual currency exchange rates established at
the time of each trade. The cost of the foreign currency contracts is
included in the cost basis of the associated investment.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (the SEC), the fund, along with
other affiliated entities of Fidelity Management & Research Company
(FMR ), may transfer uninvested cash balances into one or more joint
trading accounts. These balances are invested in one or more
repurchase agreements for U.S. Treasury or Federal Agency obligations.
REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
securities are transferred to an account of the fund, or to the Joint
Trading Account, at a bank custodian. The securities are
marked-to-market daily and maintained at a value at least equal to the
principal amount of the repurchase agreement (including accrued
interest). FMR, the fund's investment adviser, is responsible for
determining that the value of the underlying securities remains in
accordance with the market value requirements stated above.
2. OPERATING POLICIES - CONTINUED
TAXABLE CENTRAL CASH FUND. Pursuant to an Exemptive Order issued by
the SEC, the fund may invest in the Taxable Central Cash Fund (the
Cash Fund) managed by FMR Texas, Inc., an affiliate of FMR. The Cash
Fund is an open-end money market fund available only to investment
companies and other accounts managed by FMR and its affiliates. The
Cash Fund seeks preservation of capital, liquidity, and current income
by investing in U.S. Treasury securities and repurchase agreements for
these securities. Income distributions from the Cash Fund are declared
daily and paid monthly from net interest income. Income distributions
received by the fund are recorded as interest income in the
accompanying financial statements.
FUTURES CONTRACTS. The fund may use futures contracts to manage its
exposure to the stock market and to fluctuations in currency values.
Buying futures tends to increase the fund's exposure to the underlying
instrument, while selling futures tends to decrease the fund's
exposure to the underlying instrument or hedge other fund investments.
Futures contracts involve, to varying degrees, risk of loss in excess
of the futures variation margin reflected in the Statement of Assets
and Liabilities. The underlying face amount at value of any open
futures contracts at period end is shown in the schedule of
investments under the caption "Futures Contracts." This amount
reflects each contract's exposure to the underlying instrument at
period end. Losses may arise from changes in the value of the
underlying instruments or if the counterparties do not perform under
the contracts' terms. Gains (losses) are realized upon the expiration
or closing of the futures contracts. Futures contracts are valued at
the settlement price established each day by the board of trade or
exchange on which they are traded.
RESTRICTED SECURITIES. The fund is permitted to invest in securities
that are subject to legal or contractual restrictions on resale. These
securities generally may be resold in transactions exempt from
registration or to the public if the securities are registered.
Disposal of these securities may involve time-consuming negotiations
and expense, and prompt sale at an acceptable price may be difficult.
At the end of the period, the fund had no investments in restricted
securities (excluding 144A issues).
3. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $773,542,000 and $734,186,000, respectively.
The market value of futures contracts opened and closed during the
period amounted to $46,910,000 and $42,683,000, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a
monthly basic fee that is calculated on the basis of a group fee rate
plus a fixed individual fund fee rate applied to the average net
assets of the fund. The group fee rate is the weighted average of a
series of rates and is based on the monthly average net assets of all
the mutual funds advised by FMR. The rates ranged from .2500% to
.5200% for the period. The annual individual fund fee rate is .45%. In
the event that these rates were lower than the contractual rates in
effect during the period, FMR voluntarily implemented the above rates,
as they resulted in the same or a lower management fee. The basic fee
is subject to a performance adjustment (up to a maximum of
(plus/minus).20% of the fund's average net assets over the performance
period) based on the asset weighted average return of all classes as
compared to the appropriate index over a specific period of time.
Prior to October 1, 1997, the performance adjustment was based on the
investment performance of the lowest performing class as compared to
the appropriate index over a specific period of time. For the period,
the management fee was equivalent to an annual rate of .81% of average
net assets after the performance adjustment.
SUB-ADVISER FEE. FMR, on behalf of the fund, entered into sub-advisory
agreements with Fidelity Management & Research (U.K.) Inc., Fidelity
Management & Research (Far East) Inc., Fidelity International
Investment Advisors (FIIA), and Fidelity Investments Japan Ltd. In
addition, FIIA entered into a sub-advisory agreement with its
subsidiary, Fidelity International Investment Advisors (U.K.) Limited
(FIIA(U.K.)L). Under the sub-advisory arrangements, FMR may receive
investment advice and research services and may grant the sub-advisers
investment management authority to buy and sell securities. FMR pays
its sub-advisers either a portion of its management fee or a fee based
on costs incurred for these services. FIIA pays FIIA(U.K.)L a fee
based on costs incurred for either service.
DISTRIBUTION AND SERVICE PLAN. In accordance with Rule 12b-1 of the
1940 Act, the Trustees have adopted separate distribution plans with
respect to each class of shares (collectively referred to as "the
Plans"). Under certain of the Plans, the class pays Fidelity
Distributors Corporation (FDC), an affiliate of FMR, a distribution
and service fee. This fee is based on the following annual rates of
the average net assets of each applicable class:
CLASS A .25%

CLASS T .50%

CLASS B 1.00% *

* .75% REPRESENTS A DISTRIBUTION FEE AND .25% REPRESENTS A SHAREHOLDER
SERVICE FEE.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
DISTRIBUTION AND SERVICE PLAN - CONTINUED
For the period, each class paid FDC the following amounts, a portion
of which was paid to securities dealers, banks and other financial
institutions for the distribution of each class' applicable shares,
and providing shareholder support services:
PAID TO DEALERS'
FDC PORTION

CLASS A $ 6,000 $ 6,000

CLASS T 5,557,000 5,557,000

CLASS B 288,000 72,000

$ 5,851,000 $ 5,635,000

Under the Plans, FMR or FDC may use its resources to pay
administrative and promotional expenses related to the sale of each
class' shares. The Plans also authorize payments to third parties that
assist in the sale of each class' shares or render shareholder support
services.
SALES LOAD. FDC receives a front-end sales charge of up to 5.75% for
selling Class A shares (5.25% prior to August 1, 1997), and 3.50% for
selling Class T shares of the fund, respectively, and the proceeds of
a contingent deferred sales charge levied on Class B share redemptions
occurring within six years of purchase (five years prior to January 2,
1997). The Class B charge is based on declining rates which range from
5% to 1%(4% to 1% prior to January 2, 1997) of the lesser of the cost
of shares at the initial date of purchase or the net asset value of
the redeemed shares, excluding any reinvested dividends and capital
gains.
For the period, FDC received the following sales charge amounts
related to each class, a portion of which is paid to securities
dealers, banks, and other financial institutions:
PAID TO DEALERS'
FDC PORTION

CLASS A $ 93,000 $ 68,000

CLASS T 748,000 546,000

CLASS B 86,000 0
*

$ 927,000 $ 614,000

* WHEN CLASS B SHARES ARE INITIALLY SOLD, FDC PAYS COMMISSIONS FROM
ITS OWN RESOURCES TO DEALERS THROUGH WHICH THE SALES ARE MADE.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
TRANSFER AGENT FEES. Each class of the fund has entered into a
separate transfer, dividend disbursing, and shareholder servicing
agent (collectively referred to as the Transfer Agents) contract with
respect to its shares. The Transfer Agents receive account fees and
asset-based fees that vary according to the account size and type of
account of the shareholders of the respective classes of the fund.
FIIOC pays for typesetting, printing and mailing of all shareholder
reports. For the period, the following amounts were paid to each
transfer agent:
TRANSFER AMOUNT % OF
AGENT AVERAGE
NET ASSETS

CLASS A FIIOC * $ 9,000 .34

CLASS T ** FIIOC * 2,459,000 .22

CLASS B FIIOC * 86,000 .30

INSTITUTIONAL CLASS FIIOC * 49,000 .16

$ 2,603,000

* FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC. (FIIOC)
AN AFFILIATE OF FMR.
** PRIOR TO JANUARY 1, 1997 STATE STREET BANK AND TRUST COMPANY WAS
THE TRANSFER AGENT FOR THE FUND'S CLASS T SHARES. STATE STREET,
HOWEVER, HAD DELEGATED CERTAIN TRANSFER, DIVIDEND DISBURSING, AND
SHAREHOLDER SERVICES TO FIIOC FOR WHICH FIIOC RECEIVED ITS ALLOCABLE
SHARE OF ALL SUCH FEES.
ACCOUNTING FEES. Fidelity Service Company, Inc., an affiliate of FMR,
maintains the fund's accounting records. The fee is based on the level
of average net assets for the month plus out-of-pocket expenses.
BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $204,000 for the
period.
5. EXPENSE REDUCTIONS.
FMR voluntarily agreed to reimburse operating expenses (excluding
interest, taxes, brokerage commissions and extraordinary expenses)
above the following annual rates or range of annual rates of average
net assets for each class:
FMR REIMBURSEMENT
EXPENSE
LIMITATION

CLASS A 2.00% $ 14,000

FMR also agreed to reimburse certain transfer agent, registration and
other class specific expenses for Class A. For the period, the
reimbursement reduced these expenses by $3,000.
5. EXPENSE REDUCTIONS - CONTINUED
Effective November 1, 1997, Class A, Class T, Class B, and the
Institutional Class' expense limitations were changed from 2.00% to
1.55%, 2.25% to 1.80%, 2.75% to 2.30% and 1.75% to 1.30% of each
class' average net assets, respectively.
FMR has also directed certain portfolio trades to brokers who paid a
portion of the fund's expenses. For the period, the fund's expenses
were reduced by $141,000 under this arrangement.
In addition, the fund has entered into an arrangement with its
custodian whereby credits realized as a result of uninvested cash
balances were used to reduce a portion of expenses. During the period,
the fund's custodian fees were reduced by $3,000 under the custodian
arrangement.
6. DISTRIBUTIONS TO SHAREHOLDERS.
Distributions to shareholders of each class were as follows:

AMOUNTS IN THOUSANDS YEAR ENDED YEAR ENDED

OCTOBER 31, OCTOBER 31,

CLASS A 1997 1996 A

FROM NET INVESTMENT INCOME $ 15 $ -

FROM NET REALIZED GAIN 38 -

TOTAL $ 53 $ -

CLASS T

FROM NET INVESTMENT INCOME $ 10,326 $ 4,861

FROM NET REALIZED GAIN 40,659 540

TOTAL $ 50,985 $ 5,401

CLASS B

FROM NET INVESTMENT INCOME $ 155 $ 55

FROM NET REALIZED GAIN 812 3

TOTAL $ 967 $ 58

INSTITUTIONAL CLASS

FROM NET INVESTMENT INCOME $ 302 $ 34

FROM NET REALIZED GAIN 826 2

TOTAL $ 1,128 $ 36

$ 53,133 $ 5,495

A DISTRIBUTIONS FOR CLASS A ARE FOR THE PERIOD SEPTEMBER 3, 1996
(COMMENCEMENT OF SALE OF SHARES) TO OCTOBER 31, 1996.
7. SHARE TRANSACTIONS.
Share transactions for each class of shares were as follows:

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
SHARES DOLLARS

AMOUNTS IN THOUSANDS YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31,

1997 1996 A 1997 1996 A

CLASS A 333 48 $ 5,654 $ 729
SHARES SOLD

REINVESTMENT OF DISTRIBUTIONS 3 - 52 -

SHARES REDEEMED (82) (6) (1,418) (90)

NET INCREASE (DECREASE) 254 42 $ 4,288 $ 639

CLASS T 29,400 30,743 $ 487,493 $ 457,298
SHARES SOLD

REINVESTMENT OF DISTRIBUTIONS 3,178 351 47,914 4,964

SHARES REDEEMED (32,358) (19,351) (538,266) (289,234)

NET INCREASE (DECREASE) 220 11,743 $ (2,859) $ 173,028

CLASS B 1,517 1,135 $ 25,441 $ 16,670
SHARES SOLD

REINVESTMENT OF DISTRIBUTIONS 63 4 931 54

SHARES REDEEMED (432) (115) (7,271) (1,701)

NET INCREASE (DECREASE) 1,148 1,024 $ 19,101 $ 15,023

INSTITUTIONAL CLASS 2,508 1,071 $ 41,330 $ 16,083
SHARES SOLD

REINVESTMENT OF DISTRIBUTIONS 68 2 1,019 32

SHARES REDEEMED (1,384) (110) (23,305) (1,655)

NET INCREASE (DECREASE) 1,192 963 $ 19,044 $ 14,460

</TABLE>

A SHARE TRANSACTIONS FOR CLASS A ARE FOR THE PERIOD SEPTEMBER 3, 1996
(COMMENCEMENT OF SALE OF SHARES) TO OCTOBER 31, 1996.
8. REGISTRATION FEES.
For the period, each class paid the following amounts to register its
shares for sale:
REGISTRATION
FEES

CLASS A $ 26,000

CLASS T 53,000

CLASS B 17,000

INSTITUTIONAL CLASS 19,000

$ 115,000

REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Advisor Series VIII (formerly Fidelity
Advisor Series VII) and the Shareholders of Fidelity Advisor Overseas
Fund:
In our opinion, the accompanying statement of assets and liabilities,
including the schedule of investments, and the related statements of
operations and of changes in net assets and the financial highlights
present fairly, in all material respects, the financial position of
Fidelity Advisor Overseas Fund (a fund of Fidelity Advisor Series
VIII)(formerly Fidelity Advisor Series VII) at October 31, 1997, the
results of its operations for the year then ended, and the changes in
its net assets and the financial highlights for the periods indicated,
in conformity with generally accepted accounting principles. These
financial statements and financial highlights (hereafter referred to
as "financial statements") are the responsibility of the Fidelity
Advisor Overseas Fund's management; our responsibility is to express
an opinion on these financial statements based on our audits. We
conducted our audits of these financial statements in accordance with
generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe
that our audits, which included confirmation of securities at October
31, 1997 by correspondence with the custodian and the application of
alternative auditing procedures where securities purchased were not
yet received by the custodian, provide a reasonable basis for the
opinion expressed above.
/s/PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Boston, Massachusetts
December 11, 1997
DISTRIBUTIONS

The Board of Trustees of Fidelity Advisor Overseas voted to pay to
shareholders of record at the opening of business on record date, the
following distributions derived from capital gains realized from sales
of portfolio securities, and dividends derived from net investment
income:
PAY DATE RECORD DATE DIVIDENDS CAPITAL GAINS
Class A 12/8/97 12/5/97 $0.21 $0.96
Class T 12/8/97 12/5/97 $0.16 $0.96
Class B 12/8/97 12/5/97 $0.13 $0.96
Class C 12/8/97 12/5/97 $0.16 $0.96
The amounts per share which represent income derived from sources
within, and taxes paid to, foreign countries or possessions of the
United States are as follows for the dividend paid December 9, 1996:
INCOME PER SHARE TAXES PER SHARE
Class A $.305 $.033
Class T $.252 $.033
Class B $.229 $.033
PROXY VOTING RESULTS

A special meeting of the fund's shareholders was held on September 17,
1997. The results of votes taken among shareholders on proposals are
listed below. Formerly Fidelity Advisor Overseas Fund was a fund of
Fidelity Advisor Series VII. On October 31, 1997, the fund reorganized
into Fidelity Advisor Series VIII.
PROPOSAL 1
To elect as Trustees for Fidelity Advisor Series VII the following
twelve nominees.
# OF % OF
SHARES VOTED SHARES VOTED
RALPH F. COX
AFFIRMATIVE 57,903,244.044 98.066

WITHHELD 1,141,937.251 1.934

TOTAL 59,045,181.295 100.000

PHYLLIS BURKE DAVIS
AFFIRMATIVE 57,904,814.528 98.069

WITHHELD 1,140,366.767 1.931

TOTAL 59,045,181.295 100.000

ROBERT M. GATES
AFFIRMATIVE 57,879,136.486 98.025

WITHHELD 1,166,044.809 1.975

TOTAL 59,045,181.295 100.000

EDWARD C. JOHNSON 3D
AFFIRMATIVE 57,896,786.565 98.055

WITHHELD 1,148,394.730 1.945

TOTAL 59,045,181.295 100.000

E. BRADLEY JONES
AFFIRMATIVE 57,897,315.886 98.056

WITHHELD 1,147,865.409 1.944

TOTAL 59,045,181.295 100.000

ROBERT C. POZEN
AFFIRMATIVE 57,911,186.572 98.079

WITHHELD 1,133,994.723 1.921

TOTAL 59,045,181.295 100.000

# OF % OF
SHARES VOTED SHARES VOTED
DONALD J. KIRK
AFFIRMATIVE 57,909,771.510 98.077

WITHHELD 1,135,409.785 1.923

TOTAL 59,045,181.295 100.000

PETER S. LYNCH
AFFIRMATIVE 57,907,706.022 98.074

WITHHELD 1,137,475.273 1.926

TOTAL 59,045,181.295 100.000

WILLIAM O. MCCOY
AFFIRMATIVE 57,907,818.657 98.074

WITHHELD 1,137,362.638 1.926

TOTAL 59,045,181.295 100.000

GERALD C. MCDONOUGH
AFFIRMATIVE 57,902,025.368 98.064

WITHHELD 1,143,155.927 1.936

TOTAL 59,045,181.295 100.000

MARVIN L. MANN
AFFIRMATIVE 57,912,967.933 98.082

WITHHELD 1,132,213.362 1.918

TOTAL 59,045,181.295 100.000

THOMAS R. WILLIAMS
AFFIRMATIVE 57,897,766.878 98.057

WITHHELD 1,147,414.417 1.943

TOTAL 59,045,181.295 100.000

PROPOSAL 2
To ratify the selection of Coopers & Lybrand L.L.P. and Price
Waterhouse LLP as independent accountants of Fidelity Advisor Series
VII.
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 56,463,250.131 95.627

AGAINST 946,012.589 1.602

ABSTAIN 1,635,918.575 2.771

TOTAL 59,045,181.295 100.000

PROPOSAL 3
To amend the Declaration of Trust for Fidelity Advisor Series VII to
provide voting rights based on a shareholder's total dollar investment
in a fund, rather than on the number of shares owned.
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 43,059,373.430 92.162

AGAINST 1,624,371.900 3.477

ABSTAIN 2,037,576.965 4.361

TOTAL 46,721,322.295 100.000

BROKER 12,323,859.000
NON-VOTES

PROPOSAL 4
To amend the Declaration of Trust for Fidelity Advisor Series VII to
eliminate the requirement that shareholders be notified in the event
of an appointment of a trustee within three months of the appointment.
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 43,054,638.285 91.646

AGAINST 1,293,400.432 2.754

ABSTAIN 2,631,057.578 5.600

TOTAL 46,979,096.295 100.000

BROKER 12,066,085.000
NON-VOTES

PROPOSAL 5
To amend the Declaration of Trust for Fidelity Advisor Series VII to
clarify that the Trustees may authorize the investment of all of a
fund's assets in another open-end investment company.
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 40,990,623.684 87.734

AGAINST 2,750,475.964 5.887

ABSTAIN 2,980,221.647 6.379

TOTAL 46,721,321.295 100.000

BROKER 12,323,860.000
NON-VOTES

PROPOSAL 6
To adopt a new fundamental investment policy for the fund that would
permit it to invest all of its assets in another open-end investment
company managed by FMR or an affiliate with substantially the same
investment objective and policies.
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 33,735,283.332 90.170

AGAINST 1,826,413.196 4.882

ABSTAIN 1,851,288.411 4.948

TOTAL 37,412,984.939 100.000

BROKER 9,724,576.000
NON-VOTES

PROPOSAL 7
To approve an amended Management Contract for the fund that would
reduce the management fee payable to FMR by the fund as FMR's assets
under management increase, and to modify the performance adjustment
calculation.
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 44,200,711.171 94.285

AGAINST 1,065,685.932 2.273

ABSTAIN 1,613,388.836 3.442

TOTAL 46,879,785.939 100.000

BROKER 257,775.000
NON-VOTES

PROPOSAL 8
To approve a new Sub-Advisory Agreement with Fidelity Investments
Japan Limited to provide investment advice and research services or
investment management services.
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 44,080,260.488 94.168

AGAINST 1,071,641.039 2.289

ABSTAIN 1,658,410.412 3.543

TOTAL 46,810,311.939 100.000

BROKER 327,249.000
NON-VOTES

PROPOSAL 9
To approve an amended Distribution and Service Plan for Class T shares
of the fund that would remove from the 12b-1 fee calculation the
exclusion of shares purchased 144 months prior.
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 41,030,650.061 93.308

AGAINST 1,040,621.895 2.367

ABSTAIN 1,901,856.703 4.325

TOTAL 43,973,128.659 100.000

BROKER 233,421.000
NON-VOTES

PROPOSAL 10
Reorganization - To approve an agreement and plan providing for the
reorganization of the fund from a separate series of one Massachusetts
business trust to another Massachusetts trust.
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 34,766,599.600 92.927

AGAINST 980,498.087 2.620

ABSTAIN 1,665,887.252 4.453

TOTAL 37,412,984.939 100.000

BROKER 9,724,576.000
NON-VOTES

PROPOSAL 11
Diversification - To amend the diversification limitation to exclude
"securities of other investment companies" from issuer diversification
limits.
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 33,783,795.653 90.300

AGAINST 1,572,884.337 4.204

ABSTAIN 2,056,304.949 5.496

TOTAL 37,412,984.939 100.000

BROKER 9,724,576.000
NON-VOTES

PROPOSAL 12
Borrowing - To amend the borrowing limitation to require a reduction
in borrowing if borrowings exceed the 33 1/3% limit for any reason
rather than solely because of a decline in net assets.
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 33,892,307.182 90.590

AGAINST 1,656,350.174 4.427

ABSTAIN 1,864,327.583 4.983

TOTAL 37,412,984.939 100.000

BROKER 9,724,576.000
NON-VOTES

PROPOSAL 13
Underwriting - To amend the fund's fundamental investment limitation
concerning underwriting.
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 32,768,744.432 87.587

AGAINST 1,248,219.734 3.336

ABSTAIN 3,396,020.773 9.077

TOTAL 37,412,984.939 100.000

BROKER 9,724,576.000
NON-VOTES

PROPOSAL 14
Concentration - To standardize the language of the limitation on
industry concentration and modify it to refer to "companies with
principal business activities in the same industry" rather than
"issuers in the same industry."
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 32,606,691.561 87.153

AGAINST 1,578,603.724 4.220

ABSTAIN 3,227,689.654 8.627

TOTAL 37,412,984.939 100.000

BROKER 9,724,576.000
NON-VOTES

INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA
INVESTMENT SUB-ADVISERS
Fidelity Management & Research (U.K.) Inc., London, England
Fidelity Management & Research
(Far East) Inc., Tokyo, Japan
Fidelity International Investment Advisors
Fidelity International Investment Advisors (U.K.) Limited
Fidelity Investments Japan Limited
OFFICERS
Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
William J. Hayes, Vice President
Richard A. Spillane, Jr., Vice President
Richard Mace, Jr., Vice President
Arthur S. Loring, Secretary
Richard A. Silver, Treasurer
Robert H. Morrison, Manager,
Security Transactions
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
BOARD OF TRUSTEES
Ralph F. Cox *
Phyllis Burke Davis *
Robert M. Gates *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
Marvin L. Mann *
William O. McCoy *
Gerald C. McDonough *
Robert C. Pozen
Thomas R. Williams *
ADVISORY BOARD
J. Gary Burkhead
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Investments Institutional Operations Company, Inc.
Boston, MA
CUSTODIAN
The Chase Manhattan Bank, N.A.
New York, NY
FOCUS FUNDS
Fidelity Advisor Consumer
Industries Fund
Fidelity Advisor Cyclical
Industries Fund
Fidelity Advisor Financial
Services Fund
Fidelity Advisor Health Care Fund
Fidelity Advisor Natural
Resources Fund
Fidelity Advisor Technology Fund
Fidelity Advisor Utilities Growth Fund
GROWTH FUNDS
Fidelity Advisor International
Capital Appreciation Fund
Fidelity Advisor Overseas Fund
Fidelity Advisor TechnoQuant
Growth Fund
SM
Fidelity Advisor Mid Cap Fund
Fidelity Advisor Equity Growth Fund
Fidelity Advisor Growth
Opportunities Fund
Fidelity Advisor Strategic
Opportunities Fund
Fidelity Advisor Large Cap Fund
GROWTH AND INCOME FUNDS
Fidelity Advisor Growth & Income Fund
Fidelity Advisor Equity Income Fund
Fidelity Advisor Balanced Fund
TAXABLE INCOME FUNDS
Fidelity Advisor Emerging Markets Income Fund
Fidelity Advisor High Yield Fund
Fidelity Advisor Strategic Income Fund
Fidelity Advisor Mortgage
Securities Fund
Fidelity Advisor Government Investment Fund
Fidelity Advisor Intermediate Bond Fund
Fidelity Advisor Short Fixed-Income Fund
MUNICIPAL FUNDS
Fidelity Advisor Municipal Income Fund
Fidelity Advisor Intermediate Municipal Income Fund
Fidelity Advisor Short-Intermediate Municipal Income Fund
MONEY MARKET FUNDS
Prime Fund
Treasury Fund
Tax-Exempt Fund

(REGISTERED TRADEMARK)

(2_FIDELITY_LOGOS)FIDELITY ADVISOR

(REGISTERED TRADEMARK)
OVERSEAS
FUND - INSTITUTIONAL CLASS
ANNUAL REPORT
OCTOBER 31, 1997
CONTENTS

PRESIDENT'S MESSAGE 3 NED JOHNSON ON INVESTING STRATEGIES.

PERFORMANCE 4 HOW THE FUND HAS DONE OVER TIME.

FUND TALK 6 THE MANAGER'S REVIEW OF FUND
PERFORMANCE, STRATEGY AND OUTLOOK.

INVESTMENT CHANGES 9 A SUMMARY OF MAJOR SHIFTS IN THE FUND'S
INVESTMENTS OVER THE PAST SIX MONTHS.

INVESTMENTS 10 A COMPLETE LIST OF THE FUND'S INVESTMENTS
WITH THEIR MARKET VALUES.

FINANCIAL STATEMENTS 24 STATEMENTS OF ASSETS AND LIABILITIES,
OPERATIONS, AND CHANGES IN NET ASSETS,
AS WELL AS FINANCIAL HIGHLIGHTS.

NOTES 32 NOTES TO THE FINANCIAL STATEMENTS.

REPORT OF INDEPENDENT 41 THE AUDITORS' OPINION.
ACCOUNTANTS

DISTRIBUTIONS 42

PROXY VOTING RESULTS 43

There are several ways to evaluate historical performance. You can
look at the total percentage change in value, the average annual
percentage change or the growth of a hypothetical $10,000 investment.
Total return reflects the change in the value of an investment,
assuming reinvestment of the class' dividend income and capital gains
(the profits earned upon the sale of securities that have grown in
value). The initial offering of Institutional Class shares took place
on July 3, 1995. Institutional Class shares are sold to eligible
investors without a sales load or 12b-1 fee. Returns prior to July 3,
1995 are those of Class T, the original class of the fund, and reflect
Class T's prior 0.65% 12b-1 fee. If Fidelity had not reimbursed
certain class expenses, the past five year and life of fund total
returns would have been lower.
CUMULATIVE TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1997 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

ADVISOR OVERSEAS - INSTITUTIONAL CLASS 17.73% 104.44% 89.73%

MSCI EAFE INDEX 4.82% 74.59% 60.87%

INTERNATIONAL FUNDS AVERAGE 10.39% 82.99% N/A

CUMULATIVE TOTAL RETURNS show Institutional Class performance in
percentage terms over a set period - in this case, one year, five
years or since the fund started on April 23, 1990. For example, if you
had invested $1,000 in a fund that had a 5% return over the past year,
the value of your investment would be $1,050. You can compare
Institutional Class' returns to the performance of the Morgan Stanley
Capital International Europe, Australasia, Far East Index (MSCI EAFE
Index) - a market capitalization weighted, unmanaged index of over
1,000 foreign stocks. To measure how Institutional Class' performance
stacked up against its peers, you can compare it to the international
funds average, which reflects the performance of mutual funds with
similar objectives tracked by Lipper Analytical Services, Inc. The
past one year average represents a peer group of 406 mutual funds.
These benchmarks include reinvested dividends and capital gains, if
any, and exclude the effect of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1997 PAST 1 PAST 5 LIFE OF
YEAR YEARS FUND

ADVISOR OVERSEAS - INSTITUTIONAL CLASS 17.73% 15.38% 8.88%

MSCI EAFE INDEX 4.82% 11.79% 6.52%

INTERNATIONAL FUNDS AVERAGE 10.39% 12.67% N/A

AVERAGE ANNUAL TOTAL RETURNS take Institutional Class' cumulative
return and show you what would have happened if Institutional Class
shares had performed at a constant rate each year.
$10,000 OVER LIFE OF FUND
IMAHDR PRASUN SHR__CHT 19971031 19971112 105132 S00000000000001
FA Overseas -CL I MS EAFE Index (Net)
00655 MS001
1990/04/23 10000.00 10000.00
1990/04/30 9890.00 9758.32
1990/05/31 10320.00 10871.75
1990/06/30 10840.00 10776.00
1990/07/31 11480.00 10927.78
1990/08/31 10110.00 9866.60
1990/09/30 9250.00 8491.55
1990/10/31 9550.00 9814.69
1990/11/30 9560.00 9235.74
1990/12/31 9467.28 9385.36
1991/01/31 9699.18 9688.93
1991/02/28 10132.72 10727.57
1991/03/31 9568.11 10083.57
1991/04/30 9558.02 10182.59
1991/05/31 9568.11 10288.84
1991/06/30 8852.26 9532.81
1991/07/31 9356.38 10001.17
1991/08/31 9497.53 9798.07
1991/09/30 9991.56 10350.28
1991/10/31 9860.49 10497.00
1991/11/30 9608.44 10006.96
1991/12/31 10109.05 10523.75
1992/01/31 10139.74 10298.96
1992/02/29 10375.08 9930.34
1992/03/31 10057.89 9274.77
1992/04/30 10579.71 9318.86
1992/05/31 11009.45 9942.63
1992/06/30 10835.51 9471.02
1992/07/31 10416.00 9228.63
1992/08/31 10129.51 9807.46
1992/09/30 9976.03 9613.79
1992/10/31 9280.27 9109.50
1992/11/30 9157.49 9195.22
1992/12/31 9620.40 9242.78
1993/01/31 10106.59 9241.65
1993/02/28 10323.83 9520.81
1993/03/31 10954.84 10350.70
1993/04/30 11803.09 11333.00
1993/05/31 12113.43 11572.36
1993/06/30 11782.40 11391.80
1993/07/31 12361.70 11790.57
1993/08/31 13178.91 12427.06
1993/09/30 13044.43 12147.34
1993/10/31 13375.46 12521.69
1993/11/30 12858.23 11427.16
1993/12/31 13645.20 12252.29
1994/01/31 14546.59 13288.16
1994/02/28 14349.73 13251.36
1994/03/31 13987.11 12680.60
1994/04/30 14588.03 13218.63
1994/05/31 14318.65 13142.74
1994/06/30 14204.68 13328.47
1994/07/31 14567.31 13456.65
1994/08/31 14702.00 13775.24
1994/09/30 14246.13 13341.38
1994/10/31 14567.31 13785.64
1994/11/30 13997.47 13123.10
1994/12/31 13915.13 13205.28
1995/01/31 13340.98 12697.99
1995/02/28 13372.30 12661.55
1995/03/31 13789.86 13451.26
1995/04/30 14196.98 13957.15
1995/05/31 14353.56 13790.77
1995/06/30 14457.95 13548.93
1995/07/31 15094.73 14392.43
1995/08/31 14677.17 13843.41
1995/09/30 14865.07 14113.77
1995/10/31 14583.22 13734.39
1995/11/30 14729.37 14116.54
1995/12/31 15182.32 14685.30
1996/01/31 15447.38 14745.58
1996/02/29 15479.18 14795.43
1996/03/31 15691.23 15109.63
1996/04/30 16115.31 15548.91
1996/05/31 16094.11 15262.79
1996/06/30 16200.13 15348.69
1996/07/31 15723.03 14900.09
1996/08/31 15829.05 14932.73
1996/09/30 16284.95 15329.43
1996/10/31 16115.31 15172.57
1996/11/30 16963.49 15776.26
1996/12/31 17055.42 15573.32
1997/01/31 17066.64 15031.36
1997/02/28 17447.89 15280.88
1997/03/31 17604.88 15338.95
1997/04/30 17750.65 15423.32
1997/05/31 18860.77 16430.00
1997/06/30 19858.75 17338.57
1997/07/31 20553.97 17621.54
1997/08/31 19006.54 16307.86
1997/09/30 20408.20 17223.87
1997/10/31 18972.90 15904.35
IMATRL PRASUN SHR__CHT 19971031 19971112 105134 R00000000000094
$10,000 OVER LIFE OF FUND: Let's say hypothetically that $10,000 was
invested in Fidelity Advisor Overseas Fund - Institutional Class on
April 23, 1990, when the fund started. As the chart shows, by October
31, 1997, the value of the investment would have grown to $18,973 - a
89.73% increase on the initial investment. For comparison, look at how
the MSCI EAFE Index did over the same period. With dividends
reinvested, the same $10,000 would have grown to $16,087 - a 60.87%
increase.
UNDERSTANDING
PERFORMANCE
Many markets around the globe
offer the potential for significant
growth over time; however,
investing in foreign markets
means assuming greater risks
than investing in the United
States. Factors like changes in
a country's financial markets,
its local political and economic
climate, and the fluctuating
value of its currency create these
risks. For these reasons an
international fund's performance
may be more volatile than a
fund that invests exclusively in
the United States. Past
performance is no guarantee of
future results and you may have
a gain or loss when you sell your
shares.
(checkmark)
FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP
The 12-month period that ended
October 31, 1997, displayed the
marked diversity of the world's
various financial markets. A
beneficial economic environment
of low interest rates, low bond
yields and scant inflation led to
strong returns for most European
countries. Corporate restructurings
also played a key role, as
companies continued to implement
internal programs designed mainly
to cut costs and improve share
prices. Good European performers
included Finland, Spain, Italy and
Ireland. In contrast, Japan's
economy continued to struggle, as
corporate bankruptcies and
deregulation in key industries
halted forward momentum. For the
period, the Morgan Stanley Capital
International EAFE Index - which
measures stock performance in
Europe, Australasia and the Far
East - returned 4.82%. The
performance of emerging-market
countries was mixed. In Latin
America, for instance, revitalized
economies, favorable interest rates
and a relatively stable political
climate translated into positive
returns. Among the countries
leading the charge were Mexico
and Argentina, as well as Brazil -
which performed well through
most of the period but declined on
currency speculation in the
summer. For sheer drama,
however, no region could match
the crisis that enveloped Southeast
Asia toward the end of the period.
Real estate overbuilding and
currency problems plagued many
Southeast Asian countries, namely
Thailand, Malaysia and the
Philippines, and currency
devaluations became
commonplace. The tremors from
Southeast Asia's problems were felt
in markets from Hong Kong to New
York.
An interview with Richard Mace, Portfolio Manager of Fidelity Advisor
Overseas Fund
Q. HOW DID THE FUND PERFORM, RICK?
A. Quite well. For the 12 months that ended October 31, 1997, the
fund's Institutional Class shares returned 17.73%. For the same
period, the Morgan Stanley Capital International Europe, Australasia,
Far East (EAFE) Index returned 4.82%. The international funds average,
as tracked by Lipper Analytical Services, returned 10.39% over the
same time period.
Q. WHAT FACTORS CONTRIBUTED MOST TO THE FUND'S PERFORMANCE?
A. The fund's European finance-related stocks provided the most
significant contribution to performance over the past 12 months.
Additionally, substantial exposure to the technology and health care
sectors helped, as these groups registered strong performances.
Another plus was the fund's limited exposure - relative to the EAFE
index - in the poorly performing Japanese market. All that being said,
individual stock picking continued to have the most influence on
performance. In general, the fund's 20 largest positions performed
well.
Q. YOU MENTIONED EUROPEAN FINANCE-RELATED STOCKS AS BEING POSITIVE
CONTRIBUTORS TO PERFORMANCE. WHAT DROVE THIS GROUP?
A. My attraction to these stocks revolved primarily around their
individual business profiles. While I don't spend a lot of time
analyzing interest rates, inflation levels or economic conditions, low
interest rates throughout Europe were beneficial to many of the fund's
top finance stocks. More importantly, though, many of these companies
fit the profile I was looking for - management was focused on
delivering results to shareholders, the company was generating strong
earnings growth and each had a healthy balance sheet. Examples
included Spanish bank Banco Bilbao Vizcaya, Switzerland's Credit
Suisse and Lloyds TSB Group in the United Kingdom. Each of these
positions performed quite well.
Q. YOU MENTIONED HEALTH CARE AND TECHNOLOGY STOCKS AS WELL . . .
A. In the health care group, the fund's pharmaceutical-related stocks
were strong performers. Because of new product introduction, many drug
companies generated good cash flows, which may be used to buy back
stock or pay down debt. Two of the fund's top five positions at the
end of the period - Novartis and Rhone Poulenc - were examples.
Novartis, a company that was created by the merger of two substantial
Swiss drug firms, implemented favorable cost-cutting measures during
the period, while French-based Rhone Poulenc engaged in a major
restructuring effort designed to focus on aspects of its business with
the most growth potential. For the most part, the fund's technology
exposure also helped performance. Top positions such as Philips
Electronics, Nokia and Alcatel all enjoyed superior sales and earnings
growth. Some of the fund's Japanese tech stocks - such as Sony Corp.
and Matsushita Communication Industrial - also performed well, as each
benefited from strong consumer product development in the areas of
camcorders, cameras, TVs and VCRs.
Q. DESPITE JAPAN'S WELL-DOCUMENTED ECONOMIC WOES, MANY OF THE FUND'S
JAPANESE POSITIONS PERFORMED WELL. WHY?
A. I'd have to tip my cap to our entire research team in Japan. As our
analysts visited Japanese companies, one thing became clear: In spite
of the country's sluggish economic recovery and the poor performance
of its local markets, strong research uncovered some companies that
were prospering. Many companies we found were large exporters such as
those in the auto and technology areas. These companies benefited from
a weak yen, which helped them become very competitive in world
markets. Many firms - such as Fuji Photo Film - had favorable balance
sheets while companies such as Toyota were able to produce strong cash
flows and buy back stock. Sales growth was also a factor, as we found
many companies that exhibited growth both internationally and
domestically.
Q. ASIDE FROM SOME OF THE POSITIONS YOU'VE MENTIONED, WHICH ONES
PERFORMED WELL? WHICH WERE DISAPPOINTMENTS?
A. Some of the fund's oil-related positions performed well, notably
Total, British Petroleum and Nationale Elf Aquitaine. Each company
thrived due to shareholder-friendly management, healthy cash flows and
reduced costs. In terms of disappointments, I'd have to single out
Volkswagen, which announced a significant capital-raising exercise.
The German automaker had been generating good business growth. Why
they announced one of the largest stock issues in German corporate
history was a mystery to me. Another area of discomfort was the
Japanese finance sector. Many Japanese brokerage firms performed
poorly, mostly due to the weak local market and low trading volumes.
Japanese banks also detracted from performance, as did many of the
fund's metals-related stocks. This group suffered from negative
supply/demand conditions, but I'm optimistic about its future.
Q. WHAT'S YOUR OUTLOOK?
A. I expect European economies to continue to improve and am also
optimistic that Japan's economy can turn the corner. Southeast Asia,
on the other hand, appears to be slowing down. I'll continue to focus
on finding relatively cheap stocks that have growth or recovery
potential.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO
MANAGER ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON
THE COVER. THE MANAGER'S VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED
ON MARKET AND OTHER CONDITIONS.